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CONTRACT FOR USE OF A SECURE ONLINE COMPETITIVE SOLICITATION SYSTEM CONTRACT BY AND BETWEEN CITY OF CLEARWATER AND RFP DEPOT, LLC FOR USE OF A SECURE ONLINE COMPETITIVE SOLICITATION SYSTEM THIS CONTRACT is made and entered into by and between RFP DEPOT, LLC, a Utah corporation whose address is 673 North 1890 West, Provo, Utah 84601, hereinafter referred to as "Contractor," and, THE CITY OF CLEARWATER, hereinafter referred to as "the City," to be effective upon execution of this Contract by the Purchasing Agent, as defined by 92.541 of the City of Clearwater code of ordinances, or their duly authorized designee. WHEREAS, the City wishes to procure a secure, automated, online competitive solicitation system that allows the City's Purchasing Office (the "Purchasing Office"), the department responsible for purchasing commodities and services, as defined by 92.541 of the City of Clearwater code of ordinances, on behalf of the City, to manage commodity and service procurement processes performed by the Purchasing Office; and WHEREAS, Contractor offers an online competitive solicitation system, and associated services, that meet or exceed the City's requirements, and wishes to provide that system and associated services to the City under the terms and conditions set forth herein; and NOW, THEREFORE, for and in consideration of the covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and for the mutual benefits to be obtained hereby, the parties agree as follows: I. SCOPE OF SERVICES 1.1 Contractor shall provide all labor, supervision, materials and equipment necessary to provide the City with internet, web-based electronic services and recordkeeping through an automated system that manages the City's commodity and service procurement processes performed by the Purchasing Office (the "System"). The System, and all associated services provided therewith, shall be provided in accordance with the Scope of Services and RFP Depot Procurement System Features, attached hereto and incorporated herein for all purposes as Exhibit "A" and Exhibit "B", respectively. 1.2 All the City's bid terms, conditions, and disclaimers shall be produced and controlled by the City. The City's requests for quotation may only include text descriptions, graphics, pictures and other content relevant to the purchase of that item. is solely responsible for all information it provides to Contractor or other users on Contractor's website or in connection with the registration, request for quotes or proposals, bidding, or sale process. Contractor acts as a passive conduit for the online distribution and publication of the City's information. The City agrees that, to the best of its ability, the City's information will not be false, inaccurate or misleading. The City will 122070-1 161. 1 comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding use of the System and associated services. II. TERM OF CONTRACT 2.1 The Contract will commence on the Effective Date following approval by the Purchasing Agent, and shall continue in full force and effect for twelve (12) months (the "Initial Term"), unless sooner terminated as provided herein. 2.2 This Contract shall automatically renew upon expiration of the Initial Term for successive one-year terms (each a "Renewal Term") unless or until terminated by the City as provided herein. 2.3 The City shall, at its option, have the right to pay the System Use Fee, as defined herein, during any Renewal Term from the accrued credit maintained by Contractor as discussed in Paragraph V below. III. OBLIGATIONS 3.1 The Purchasing Agent shall be the Contract Administrator for the City. 3.2 The City will use its best efforts to cause its personnel to be, at all times, educated and trained in the proper use and operation of the System and to ensure that the System is used in accordance with applicable manuals, instructions and specifications. 3.3 The City shall cooperate with Contractor in Contractor's performance of its obligations under this Contract, and shall provide access to information and systems as reasonably necessary to assist Contractor in performing its obligations under this Contract. IV. WARRANTIES 4.1 Contractor represents, warrants and covenants to the City the following: 4.1.1 That the System, and all associated services provided to the City by Contractor, Contractor's subcontractors, and agents under this Contract shall be fully tested, free of defects and produced and performed in a skillful and workmanlike manner and shall comply with the Scope of Services attached hereto and incorporated herein as Exhibit "A"; 4.1.2 That Contractor has thoroughly examined all Contract documents, and has made all investigations necessary to be thoroughly informed 122070-1 161. 2 regarding requirements for delivery of products, equipment and/or services as required by the conditions of this Contract; 4.1.3 That Contractor (i) is a duly qualified, capable, and otherwise bondable business entity, (ii) is not in receivership or contemplating same, (iii) has not filed for bankruptcy, and (iv) is not currently delinquent with respect to payment of property taxes withinVtc\~; and \Jh.\t\ (()J^~}. 4.1.4 That (i) all applicable copyrights, patents, trade secrets, licenses and other proprietary and intellectual property rights that may exist on materials used in this Contract have been adhered to and (ii) the City shall not be liable for any infringement of those rights and any rights granted to the City shall apply for the duration of this Contract. In connection with this warranty, Contractor agrees to and shall indemnify the City, its officers, agents and employees from all claims, losses, damages, causes of action and liability of every kind including expenses of litigation, court costs and attorney fees for damages to any person or property arising in connection with any alleged or actual infringement of existing copyrights, patents, trade secrets, licenses and other proprietary or intellectual property rights applicable to materials used in this Contract. In the event that an infringement suit or proceeding arises, Contractor shall, at its sole cost and expense, secure the City's right to continue using the System, and all products and services provided under this Contract or replace or modify all or part of the System, or product or service to render it noninfringing. 4.2 In connection with the warranties set forth above, the City reserves the right to perform periodic on-site monitoring of Contractor's compliance with the terms of this Contract and the adequacy and timeliness of Contractor's performance. 4.3 Contractor expressly acknowledges that the City has relied on Contractor's representations about Contractor's officers, employees, agents or representatives who will be performing services and duties under this Contract, including but not limited to their experience and qualifications, and that, if any other person is to replace said officer, employee, agent or representative, such person must have equivalent qualifications and experience. Contractor agrees to provide the City with such information regarding the qualifications of its staff, including professionals and others, as is required by the City to verify that present and subsequent services are being rendered by competent and trained personnel. Only qualified technicians will be permitted to perform System configuration, data uploads, warranty services, and System maintenance. v. PAYMENT 5.1 The fee for access to and use of the System and the proVIsion of associated services (the "System Use Fee") is in the amount of one (1 %) percent of 122070-1 161. 3 each awarded contract . Payment hereunder shall be the sole responsibility of the System user, otherwise known as a vendor, as defined by 92.541 of the City of Clearwater code of ordinances, and such payment shall be made to Contractor no later than thirty (30) days following the City's payment to the System user for the commodity or service provided by the System user to the City. VI. LOSSES FROM NATURAL CAUSES 6.1 Unless otherwise specified, all loss or damage to Contractor arising out of the nature of the System and associated services provided under this contract, or from the action of the elements, or from any unforeseen circumstances in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the performance of this Contract, shall be sustained and borne by the Contractor at Contractor's own cost and expense. 6.2 If the performance by the City of any of its obligations under this Contract are interrupted or delayed by any occurrence not occasioned by its own conduct, whether the occurrence be an act of God or the common enemy or the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person or persons not a part to this contract, then it shall be excused from performance for such period of time as is reasonably necessary to remedy the effects thereof. VII. INDEMNIFICATION 7.1 Contractor shall release, defend, indemnify and hold the City and its officers, agents and employees harmless from and against all claims, damages, injuries (including death), property damages (including loss of use), losses, demands, suits, judgments and costs, including attorney's fees and expenses, in any way arising out of, related to, or resulting from Contractor's performance under this Contract or caused by the negligent act or omission of Contractor, its officers, agents, employees, subcontractors, licensees, invitees or any other third parties for whom Contractor is legally responsible (hereinafter "Claims"). Contractor is expressly required to defend the City against all such Claims. 7.2 In the event the City is a named party to a suit arising out of the subject matter of this Agreement, the City shall select defense counsel to be retained by Contractor in fulfilling its obligation hereunder to defend and indemnify the City. The City reserves the right to provide a portion or all of its own defense; however, is under no obligation to do so. Any such action by the City is not to be construed as a waiver of Contractor's obligation to defend the City or as a waiver of Contractor's obligation to indemnify the City pursuant to this Agreement. Contractor shall retain defense counsel within seven (7) business days of the City's written notice that the City is invoking its right to indemnification under this Agreement. If Contractor fails to retain counsel within such time period, the City shall have the right to retain defense counsel on its own behalf, and Contractor shall be liable for all costs incurred by the City. 122070-1 161. 4 7.3 Notwithstanding, the City does not waive its statutory immunity as provided by Florida Statute 9 768.28. VIII. PROPRIETARY INFORMATION; PRIVACY; NETWORK SECURITY 8.1 Contractor agrees that the City has originally developed all information and content displayed on the System, including, without limitation, all content, text, images, software, media and other materials therein, and that all such information and content is proprietary to or licensed by the City, protected under copyright and other intellectual property laws, and may not be reproduced, transmitted, displayed, published or distributed without the express prior written consent of the City. Contractor further agrees that the City shall retain all proprietary rights in and to all such information and content provided by the City for display on the System, and to all legally protectable elements, derivative works, modifications and enhancements thereto or therein, whether or not developed by the City or any contractor, subcontractor or agent for. 8.2 Contractor and the City shall take all reasonable steps necessary to ensure that all goods, supplies or equipment (or any portion thereof) provided under this Contract, whether on magnetic tape, disk, memory or in any other form, are not made available by Contractor or the City, or any of their employees, agents or representatives, to any organizations or individuals not authorized under this Contract to make use thereof. In particular, Contractor and the City recognize that the goods, supplies or equipment provided hereunder may contain information of a proprietary or confidential nature that is subject to protection under applicable patent, copyright, trade secret, or trademark law ("Proprietary Information") and agree as follows: a. To use Proprietary Information solely at the sites or locations specified or authorized under this Contract; b. Not to copy or duplicate Proprietary Information, or any component thereof, by any means for any purpose whatsoever except as is required for archival or security storage purposes, without prior written consent of the other party; c. To instruct their employees, agents and representatives having access to Proprietary Information not to copy or duplicate such information or provide the same to any third party or unauthorized individual; d. To implement and enforce security measures to safeguard Proprietary Information from theft or access by unauthorized persons; e. To reproduce the copyright notice and other proprietary or identifying markings on all materials related to or part of the Proprietary Information on which such copyright notice or other proprietary or identifying markings are displayed, including any copies made pursuant to this Contract. 122070-1 161. 5 8.3 Any modification or enhancements to the Proprietary Information, or any other materials related to the Proprietary Information, provided by Contractor to or by to Contractor, or otherwise developed or implemented, shall be subject to all conditions and restrictions contained in this Contract. 8.4 Contractor shall not use and shall not allow anyone else under its control to use personally identifiable or private information collected by Contractor for any purpose or to provide it to any third party unless: (i) the System user is given clear prior notice of the possibility of such other use; (ii) the System user affirmatively consents to such use; and (iii) the City agrees to such other use. 8.5 Contractor shall maintain the security of sensitive information in its custody and the integrity of transactions received through its interfaces and through the System. Redundant levels of security will be deployed as necessary throughout the System. Contractor shall not use any sensitive information in its custody for its own purposes or the purposes of its other clients unless the City expressly agrees to the use of that specific information in writing. IX. COMPLIANCE WITH APPLICABLE LAWS 9.1 Contractor shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations including all amendments and revisions thereto, which in any manner affect Contractor or the work, and shall indemnify, save and hold harmless the City against any claim related to or arising from the violation of any such laws, ordinances and regulations whether by Contractor, its employees, officers, agents, subcontractors, or representatives. If Contractor observes that the work is at variance therewith, Contractor shall promptly notify the City in writing. X. ASSIGNMENT AND SUBLETTING 10.1 Contractor agrees to retain control and to give full attention to the fulfillment of this Contract, that this Contract shall not be assigned or sublet without the prior written consent of the City, and that no part or feature of the work will be sublet to anyone objectionable to . NO OFFICIAL, EMPLOYEE, REPRESENTATIVE OR AGENT OF HAS THE AUTHORITY TO APPROVE ANY ASSIGNMENT UNDER THIS CONTRACT UNLESS THAT SPECIFIC AUTHORITY IS EXPRESSLY GRANTED BY PURCHASING AGENT. Contractor further agrees that the subletting of any portion or feature of the services provided hereunder, or materials required in the performance of this Contract, shall not relieve Contractor from its full obligations to the City as provided by this Contract. 10.2 The terms, provisions, covenants, obligations and conditions of this Contract are binding upon and inure to the benefit of the successors in interest and the 122070-1 161. 6 assigns of the parties to this Contract if the assignment or transfer is made in compliance with the provisions of this Contract. XI. INDEPENDENT CONTRACTOR 11.1 Contractor covenants and agrees that Contractor is an independent contractor and not an officer, agent, servant or employee of the City; that Contractor shall have exclusive control of and exclusive right to control the details of the services performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondent superior shall not apply as between and Contractor, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between the City and Contractor. XII. HINDRANCES AND DELAYS 12.1 No claims shall be made by Contractor against the City for damages resulting from hindrances or delays from any cause during the progress of any portion of the work embraced in this Contract. XIII. DISPUTES AND APPEALS; MEDIATION; CLAIMS NOTIFICATION 13.1 The Purchasing Agent acts as the City's representative in the issuance and administration of this Contract. Any document, notice, or correspondence not issued by or to the Purchasing Agent, or other authorized person, is voidable unless otherwise stated in this Contract. If the Contractor does not agree with any document, notice, or correspondence issued by the Purchasing Agent, or other authorized person, the Contractor must submit a written notice to the Purchasing Agent within ten (10) calendar days after receipt of the document, notice, or correspondence, outlining the exact point of disagreement in detail. If the matter is not resolved to the Contractor's satisfaction, Contractor may submit a Notice of Appeal to the \J ~"^ (., through the Purchasing Agent, if the Notice is submitted within ten (10) calendar d s after receipt of the unsatisfactory reply. Contractor then has the right to be heard by ~. If Contractor is still not satisfied, it may pursue the matter in a court of-col'T1tletent jurisdiction. The prevailing side is entitled to interest and reasonable attorney's fees. 13.2 When mediation is acceptable to both parties in resolving a dispute arising under this Agreement, the parties agree to use a mutually agreed upon mediator, or a person appointed by a court of competent jurisdiction, for mediation as described in Pinellas County, Florida. Unless both parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. All communications within the scope of the mediation shall remain confidential 122070-1 161. 7 as described in f\oi~d" <;h..\,J\t~ waive the confidentiality. , unless both parties agree, in writing, to 13.3 If any claim, or other action, that relates to Contractor's performance under this Contract, including proceedings before an administrative agency, is made or brought by any person, firm, corporation, or other entity against Contractor, Contractor shall give written notice to the City of the following information within ten (10) working days after being notified of it: 13.3.1 The existence of the claim, or other action; 13.3.2 The name and address of the person, firm, corporation or their entity that made a claim, or that instituted any type of action or proceeding; 13.3.3 The alleged basis of the claim, action or proceeding; 13.3.4 The court or administrative tribunal, if any, where the claim, action or proceeding was instituted; and 13.3.5 The name or names of any person against whom this claim is being made. Except as otherwise directed, Contractor shall furnish to the City copies of all pertinent papers received by Contractor with respect to making these claims or actions and all court pleadings related to the defense of these claims or actions. XIV. FORFEITURE OF CONTRACT 14.1 In this section, "Is doing business" and "has done business" means: 14.1.1 paying or receiving in any calendar year any money or other valuable thing which is worth more than $250 in the aggregate in exchange for personal services or for purchase of any property or property interest, either real or personal, either legal or equitable; or 14.1.2 loaning or receiving a loan of money; or goods or otherwise creating or having in existence any legal obligation or debt with a value of more than $250 in the aggregate in a calendar year; 14.1.3 but does not include any retail transaction for goods or services sold to a Key Contracting Person at a posted, published, or marked price available to the general public. 1.22070-1. 1.61.. 8 14.3 Contractor must forfeit all benefits of the Contract and the City must retain all performance by Contractor and recover all consideration or the value of all consideration, paid to Contractor pursuant to this Contract if: 14.3.1 Contractor was doing business at the time of submitting its proposal or had done business during the 365-day period immediately prior to the date of which its proposal was due with one or more Key Contracting Persons if Contractor has not disclosed the name of any such Key Contracting Person in its proposal which is expressly incorporated in this Contract; or 14.3.2 Contractor does business with a Key Contracting Person after the date on which the proposal that resulted in this contract and prior to full performance of the contract and fails to disclose the name of that Key Contracting Person in writing to each member of the City of Clearwater City Council and to the City of Clearwater City Manager within ten (10) days commencing business with that Key Contracting Person. XV. TERMINATION 15.1 Termination for Default. Failure by Contractor to perform any provisions of this Contract shall constitute a breach of this Contract. The City may require corrective action within ten (10) days after date of receipt by Contractor of written notice from citing the nature of the breach. Failure to take corrective action or failure to provide a satisfactory written reply excusing such failure within the ten (10) days shall constitute a default. All notices for corrective action, breach, default or show cause shall be issued by the City and all replies shall be made in writing to the City at the address shown below. The City reserves the right to enforce the performance of this Contract in any manner prescribed by law in case of default. In the event of termination for default, the City, its agents, employees or representatives shall not be liable for loss of any profits anticipated to be made hereunder. 15.2 Termination for Convenience. In addition, the City may terminate this Contract upon thirty (30) days written notice for any reason deemed by the City of Clearwater City Councilor City Manager to serve the public interest, or resulting from any governmental law, ordinance, regulation, or court order. In the event of termination for convenience, the City, its agents, employees or representatives shall not be liable for loss of any profits anticipated to be made hereunder. [This space has intentionally been left blank.] 122070-1 161. 9 XVI. NOTICE 16.1 Any notice required or permitted to be given under this Contract by one party to the other shall be in writing and shall be given and deemed to have been given immediately if delivered in person to the address set forth in this section for the party to whom the notice is given, or on the third day following mailing if placed in the United States Mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to the party at the address set forth in this Section. 16.2 The address of the City for all purposes under this Contract shall be: Purchasing Agent (\~ ,f (MJ./.JL'IJ, P.JoJ.,o.\'~ ",^>C. e.Q, &.... 4''''\? C\l..,,( oA.Ic.\<i, fl.. 331SR With copies to (registered or certified mail with return receipt is not required): Clearwater City Attorney's Office P.O. Box 4748 Clearwater, FL 33756 The address of the Contractor for all purposes under this Contract and for all notices hereunder shall be: RFP Depot, LLC ATTN: Joseph McCaul 1881 West 820 North Suite 1 Provo, UT 84601 16.3 Each party may change the address for notice to it by giving notice of the change in compliance with this Section. XVII. NON-WAIVER OF DEFAULT 17.1 No payment, act or omission by either party may constitute or be construed as a waiver of any breach or default of the other party, which then exists or may subsequently exist. The failure of either party to exercise any right or privilege granted in this Contract shall not be construed as a waiver of that right or privilege. 17.2 All rights of either party under this Contract are specifically reserved and any payment, act or omission shall not impair or prejudice any remedy or right of either party under it. Any right or remedy stated in this Contract shall not preclude the 122070-1 161. 10 exercise of any other right or remedy under this Contract, the law or at equity, nor shall any action taken in the exercise of any right or remedy be deemed a waiver of any other rights or remedies. XVIII. COVENANTAG~NSTCONTINGENTFEES 18.1 Contractor represents and warrants that no persons or selling agency has been retained to solicit this Contract upon an understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial selling agencies maintained by the Contractor to secure business. For breach or violation of this warranty, the City shall have the right to terminate this Contract without liability, or in its discretion to, as applicable, add to or deduct from the Contract price for consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. XIX. ACCESS 19.1 Contractor shall maintain and make available for inspection, audit or reproduction by any authorized representative of the City all books, documents, and other evidence pertinent to the costs and expenses of this Contract, including but not limited to both direct and indirect costs, cost of labor, material, equipment, supplies, and services, and all other costs and expenses of whatever nature for which reimbursement is claimed under this Contract. All required records shall be maintained until an audit is completed and all required questions arising therefrom are resolved, or three (3) years after completion of the contract term, whichever occurs first; provided, however, the records will be retained beyond the third year if an audit is in progress or the finding of a completed audit have not been resolved satisfactorily. XX. AMENDMENT 20.1 Unless specifically provided for otherwise in this Contract, any change to the terms of this Contract or its attachments and appendices shall be made in writing signed by both parties. IT IS EXPRESSLY ACKNOWLEDGED BY CONTRACTOR THAT NO OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF THE CITY HAS ANY AUTHORITY TO AMEND THE TERMS OF THIS Contract UNLESS EXPRESSLY GRANTED THAT AUTHORITY, IN WRITING, BY THE PURCHASING AGENT. XXI. CONSTRUCTION OF CONTRACT 21.1 Law and Venue. This Contract is governed by the laws of the United States of America and the State of Florida and all obligations under this Contract are 122070-1 161. 11 performable in Clearwater, Florida. Venue for any dispute arising out of this Contract will lie in the appropriate court of Pinellas County, Florida. 21.2 Severabilitv. If any portion of this Contract is ruled invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the remainder of it shall remain valid and binding. 21.3 Headings. Headings and titles at the beginning of the various provisions of this Contract have been included only to make it easier to locate the subject matter covered by that part, section or subsection and are not to be used in construing this Contract. 21.4 Computation of Time. When any period of time is stated in this Contract, the time shall be computed to exclude the first day and include the last day of period. If the last day of any period falls on a Saturday, Sunday, or a day that the City has declared a holiday for its employees, these days shall be omitted from the computation. All hours stated in this Contract are stated in Eastern Standard Time from 2:00 o'clock a.m. on the first Sunday of October until 2:00 o'clock a.m. on the first Sunday of April and in Eastern Daylight Saving Time from 2:00 0' clock a.m. on the first Sunday of April until 2:00 o'clock a.m. on the first Sunday of October. 21.5 Gender and Number: Words of any gender in this Contract shall be construed to include any other gender and words in either number shall be construed to include the other unless the context clearly requires otherwise. 21.6 Provisions, Words, Phrases, and Statutes, whether incorporated by actual use or by reference, shall be applied to this Contract in accordance with the Laws of the State of Florida. 21.6 The attachments enumerated below are hereby made a part of this Contract, and constitute promised performances by Contractor in accordance with Section 1 of this Contract: (i) Exhibit "A" - Scope of Services (ii) Exhibit "B" - RFP Depot Procurement System Features XXII. ENTIRE AGREEMENT 22.1 This Contract sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements, and understandings relating to the subject matter hereof. 122070-1 161. 12 IN WITNESS WHEREOF, the City and Contractor have duly executed this Contract effective as of the later date set forth below (the "Effective Date"). RFP DEPOT, LLC, a Utah Limite Liability Company By: Name: Title: Date: By: Date: APPROVED AS TO FORM: See attached signature page Attorney AVAILABILITY OF FUNDS CONFIRMED: Date: COMPLIANCE WITH LAW AND POLICY CONFIRMED AND APPROVED: Date: Purchasing Agent 122070-1 161. 13 Signature page for City of Clearwater for Contract with RFP Depot, LLC for Use of a Secure Online Competitive Solicitation System Countersigned: CITY OF CLEARWATER, FLORIDA By: ~73. ~---;u: William B. Horne II City Manager -t-.-e/~ ~nk V. Hibbard Mayor Attest: Camilo A. Soto Assistant City Attorney hia E. Goudeau lerk EXHIBIT "A" SCOPE OF SERVICES 1. The System, as defined in Section 1 of the Contract will allow the City to perform all competitive and other procurement processes, such as, but not limited to: Request for Quotes, Request for Qualifications, Reverse Auctions, Invitations to Bids, Invitations to Negotiate, Request for Proposals, Request for Information and Cooperative Bids on- line. At a minimum, the System will provide all services and applications described in Exhibit "B". 2. The System will notify all vendors in designated commodity codes of the release of a competitive solicitation and any corresponding addenda automatically by an email or fax and will track and keep receipts of each notification sent. 3. The System will allow the City to add vendors per solicitation. 4. The System will allow the City to create tabulations of bids automatically. 5. Contractor shall cooperate with and assist vendors currently registered with the City so that such vendors may use the System and maintain vendor information on the System. Contractor will likewise cooperate with and assist the City, as needed, in maintaining and updating vendor information on the System. 6. The System will allow vendors interested in doing business with the City to register and update their information on-line. 7. The City shall have the opportunity to contact, rely on, and cooperate with the RFP Depot Vendor Support Team that will be responsible for locating and recruiting new vendors for the City. In addition, Contractor shall perform all System maintenance, support and troubleshooting described in this Scope of Services and in Exhibit "B". 8. The System will provide a reporting tool that will generate detailed reports automatically from bid specific information. Such reports will include all information reasonably requested by the City. Contractor will cooperate with in preparing custom reports as part of the System Support Services, Le., at no additional charge. 9. Contractor will offer System integration and the requisitioning system (including workflow, purchase order and warehouse) for an additional fee that will be negotiated with the City. 10. Contractor will make a good faith effort to ensure that's public bids shall be accessible to anyone, 24 hours, 7 days a week. 11. Contractor will ensure that all data provided to Contractor by the City for the purpose of accessing and using the System will be backed up and secured using Industry Best Practices and Procedures. All of's backed up data will be delivered to the City not less than monthly, on a CD-Rom. Contractor shall ensure the completeness, accuracy and integrity of all backed up System data. Such backed up data will include, at a minimum, details regarding all on-line procurement activity (including all bids, quotes, proposals, 122070-1 161. 14 etc. entered into the System by the City) and preferred vendor information for all commodities. 12. Svstem Maintenance and Support Services 12.1 Contractor shall ensure that only properly trained Contractor technicians or other qualified personnel perform the System Support Services, as defined below. The System Support Services shall be sufficient to enable the System to perform in accordance with this Scope of Services and all representations, warranties and specifications provided to the City by Contractor in connection with this Contract, and any amendments or addenda thereto that may be issued from time to time. 12.2 Svstem Support. Contractor shall provide the City with the System support services set forth below (the "System Support Services") as part of the System Use Fee: A. Telephone Support. Contractor technicians shall provide unlimited telephone support (which shall mean assisting the City in diagnosing and correcting program errors and malfunctions) by means of a toll-free support line, which the City may use during business hours (8:00 a.m.-5:00 p.m., Monday through Friday). Telephone support shall include without limitation (i) answering questions concerning use of the System; and (ii) assisting personnel in diagnosing and solving reported problems, even if those problems are unknown in origin or involve hardware or third party operating system or other software products. B. Web Access. Contractor shall provide additional technical assistance in the form of access to Contractor's Web site and online bulletins, all of which shall be maintained by Contractor and available to the City at a minimum during the City's business hours. C. Response Time. Contractor shall provide a response to a telephone support call the same day on which it receives the call when the call is placed during the City's business hours. When an emergency call is placed, where critical operations have ceased, a return call will be made within one (1) hour. When a telephone support call is placed during's non-business hours, Contractor shall provide a response not later than 11 :00 a.m., Central Standard Time, on the next business day. D. DiaQnostics. Contractor shall perform remote diagnostics monthly or on such other schedule as Contractor deems appropriate based on reported problems. E. Problem Resolution Criteria and Timelines. Where the City reports program errors or malfunctions in the System, or where the System does not conform substantially to the Performance and Availability levels specified below, or to any other specifications set forth in this Scope of Services, Contractor shall correct the identified errors or modify the System to conform to the specifications according to the impact level criteria set forth below. (a) Critical Impact. If a System problem resulting from program errors or malfunctions has a critical business impact, defined as a complete loss of use of the System such that personnel cannot reasonably continue to work, Contractor shall respond immediately, and shall provide a temporary solution through a workaround for within one (1) hour and continue such efforts until the problem is fixed, patched or a suitable workaround is provided or until the City agrees that 122070-1 161. 15 the problem has been reduced to a lower impact level. When a problem has a critical business impact, Contractor shall provide a permanent correction of the problem within ten (10) days after telephone notification of the problem and its impact level. (b) Sianificant Business Impact. If a System problem resulting from program errors or malfunctions has a significant business impact, defined as a significant loss of use of the System or degradation of such use, Contractor shall respond within fifteen (15) minutes, and shall provide a temporary solution through a workaround for the City within four (4) hours and shall continue such efforts until the problem is fixed, patched or a suitable workaround is provided or until the City agrees that the problem has been reduced to a lower impact level. When a problem has a significant business impact, Contractor shall provide a permanent correction of the problem within twenty (20) days after telephone notification of the problem and its impact level. (c) Minimal Business Impact. If a System problem resulting from program errors or malfunctions has a minimal business impact, defined as the City's ability to continue work with only minor impediments or loss of use of the System, Contractor shall respond within four (4) hours and shall provide a permanent correction in its next release of a System upgrade or enhancement. 12.3 As part of the System Support Services, Contractor shall provide, at a mutually convenient time within thirty (30) days of the City's request for training, unlimited training of personnel (the "Training") on System access, use and operation. 13. Performance and Availabilitv 13.1 Contractor shall provide page-loading time to System users (measured at the web server) in accordance with Exhibit "B". Page loading performance is measured by opening respective pages through a browser at a web server located at the site hosting the pages. 13.2 Contractor shall provide up-time and availability of the System in accordance with Exhibit "B". The service level is measured monthly. The following is not included in Contractor's up-time and availability computation: 1) Scheduled and planned System outages for the purpose of providing the System Support Services. All outages are scheduled with a minimum of 72 hours advance notice to the Purchasing Office ("TCPO") and shall occur only during non-peak hours unless otherwise agreed by the parties. If less than 72 hours notice is provided or the TCPO does not approve the upgrade or maintenance period (provided such approval is not unreasonably withheld), it is considered down-time for the purpose of this Agreement. Upon receipt of TCPO approval, Contractor notifies all offices and departments for which Applications are implemented of all scheduled and planned outages. 2) A City of Clearwater office or department may at its own discretion request an outage with respect to the System as implemented for that office or department, which is not considered down-time for the purpose of this Contract. 3) Any system or component that is not owned, controlled or contracted by Contractor that fails and results in an outage is not down-time for the purpose of this Contract, 122070-1 161. 16 unless the cause of the failure can be shown to have been a result of Contractor's negligence or malfeasance. 14. Uocrades and Enhancements 14.1 Contractor will provide all upgrades and enhancements, as defined herein, at no additional charge. 14.2 For purposes of this Contract, the terms "upgrades" and "enhancements" shall include without limitation any and all releases that have the following functions and purposes: (i) implementing correction of System (or component application) errors or malfunctions; (ii) adding new System features, functions and performance capabilities, including modifications designed to meet federal, state and City of Clearwater legally mandated requirements; and (iii) changing the intellectual property contained in the programs. 14.3 Contractor shall provide to the City any documentation describing the functions, features and performance capabilities that have been modified by the upgrade or enhancement, and shall give the City adequate notice of the availability of each upgrade or enhancement by email within five (5) days of its publication, or as soon as practicable thereafter. 15. Additional Services 15.1 Contractor shall perform the additional services set forth below (the "Additional Services") according to the hourly rates specified. Upon Contractor's receipt of a written request from the City for any Additional Service, and acceptance of such request by Contractor, Contractor shall provide a written quotation, at no cost to the City, of the type of Additional Service requested and the time required to complete the same. Upon receiving the City's written approval to proceed with the Additional Service, Contractor shall perform the Additional Service at a time mutually agreed upon by Contractor and the City. Additional Service Hourlv Rate (i) Custom Programming (ii) Networking (iii) Consultation $ 80.00 $ 80.00 $ 80.00 15.2 Should the City request System "integration" services from Contractor to facilitate integration and/or expansion of the System with other City of Clearwater departments, such integration and/or expansion shall be considered, and billed as, one or more of the Additional Services listed above. For any such request, the City and Contractor shall follow the procedures described in the foregoing paragraph. 16. Communication System Only Disclaimer - Although the system is sometimes called an online auction system, it does not perform the function of a traditional auctioneer. The City acknowledges that Contractor's website merely provides the communication system and means to allow the City to perform the solicitation and procurement services described in this Contract. Contractor is not involved in the actual transaction between Vendors and Buyers. As a result, Contractor does not verify or have any control over the quality, safety or legality of the items 122070-1 161. 17 sought or offered, the identity of each Vendor, the truth or accuracy of bid information submitted by Vendors, quotations, or statements made, or the ability of Vendor to sell or deliver products or services. Contractor advises the City to use caution, common sense, and practice safe trading when using the system. Contractor does not ensure that a Vendor will actually complete a transaction. 122070-1 161. 18 EXHIBIT "B" RFP Depot Procurement System Features 1. Bids 1.1. Bid Types 1.1.1. Sealed Bids · The system can carry out sealed bids. · All sensitive data for sealed bids is encrypted from the time it leaves the vendor's computer. A secure connection using SSL encrypts the communication from the browser to our secure web server. Our server certificate is a 128-bit GloballD provided by VeriSign. This GloballD uses a technology called server-gated cryptography to ensure the highest level of encryption possible between the browser and the server. Our system then encrypts the data as it leaves the web server and stores it encrypted in the database. We use the highest level of encryption dictated by Federal guidelines - the AES algorithm. Sensitive sealed bid data never travels any network in clear text until bid opening time. Our servers are constantly synchronizing their time with the atomic clock signal. · The system will allow the agency to modify what is viewable by the vendor for tabulations throughout the bidding process (i.e., current, held and to be awarded). However, bid specifications will be controlled by the creator of the bid. All information will be made public unless the bid is created as "Private", in which case only the invited vendors will be able to view this information. · Only users with the right to open sealed bids are allowed to unlock the sealed bid. · Our physical security policies restrict access to our computer room thus increasing security of sealed bid data. Our servers are housed in a locked secure facility with only two people having physical access to the systems. There is 24x7 monitoring of the computer room, and encrypted daily backups are taken oftsite to two other secure facilities in case of a disaster at our main site. 1.1.2. Reverse Auction Bids 122070-1 161. 19 · The system allows agencies to carry out reverse auctions. All parameters available for regular solicitations are available for reverse auctions. · Reverse auctions on RFP Depot are more like an open bid rather than a reverse auction. Any vendor can bid any amount. If a vendor is not able to beat the lowest price bid, unlike other reverse auction systems, he or she can still bid and compete for second place. This is a very important feature. Agencies can award a reverse auction on our system like a traditional bid, which is not exclusively determined by price. The value of this feature is evident when the lowest bidder does not meet required qualifications or specifications set forth by an agency. · Bids are automatically extended if a vendor submits a price lower than the current lowest price during the last 5 minutes of the bid. · The use and length of extensions can be customized for each agency. By default, bids are extended in 5-minute increments. · The soliciting agency has real-time access to the bid activity. · The soliciting agency has real-time access to an online graph of the bid prices. · Identity of all bidders is hidden until awarding takes place. · The system complies with all Federal guidelines created by the GSA regarding reverse auctions. 1.1.3. Customizable Bid Parameters · The system supports multiple bid types such as RFP, RFQ, RFI, RFB, etc. Each of these parameters can be customized by each agency regarding the use of sealed bidding, newspaper advertisements, pre-bidding period length, etc. 1.1.4. Quick Quotes · Bids can be made as short as the soliciting agency desires. If the bid is short, vendors are immediately notified of quick quote requests and encouraged to respond promptly. · Quick quotes can be handled as reverse auctions with a very short bidding period, or as regular sealed bids. · Agencies that have involved our Vendor Support Team in quick quotes have found their help invaluable to the success of the quote. 1.1.5. Public, Private and Regional Bids · Public bids are also known as open market bids. Private bids are also known as restrictive competitive bids. The system allows for both types of bids. · For public bids, RFP Depot offers the help of our Vendor Support Team to recruit as many vendors as possible and thus increase competition. Our team is well aware of qualification restrictions and understands the importance of working under the strict guidelines of the soliciting agency. 122070-1 161. 20 . For private bids, only the vendors chosen by the agency are allowed to see and participate on the bid. . RFP Depot also allows agencies to create regional bids. A regional bid favors vendors located within a given geographical area. The area is defined based on miles around a zip code. Regional bids behave like public bids in that all vendors are allowed to participate. However, notification is sent to only qualifying vendors. Vendors outside of the region are clearly warned that they may not qualify when they participate in the bid. . Any bid can be made public, regional, or private. 1.1.6. Lot and Spreadsheet Bids . The system allows bids to be created with multiple items per lot and multiple lots per bid. . The system allows bids to be created in a spreadsheet format. A spreadsheet allows a set of items to have multiple criteria for bidding. This is particularly useful on certain construction contracts. . For advanced users bids the system allows bids to be created with multiple lots and multiple spreadsheets. . Vendors are able to respond easily to complex bids because the system is able to present all bids in a simple and standard way. · Any bid can be created with lots and spreadsheets. 1.1.7. Notification-Only Bids . Vendors are notified of the bid but are unable to enter their responses online. 1.2. Pre-Bidding Period . Bids can have a pre-bidding period defined. During the pre-bidding period, the bid becomes public and thus accessible to vendors, but bidding is not yet allowed. . During the pre-bidding period, vendors can review all of the bid information and can submit any questions they may have (see Questions and Answers section below). 1.3. Bid Number . Agencies can define the bid numbers used on their bids. . Agencies can also define a format to use for bid numbers and the system will automatically assign a number created using the given format. The format is very flexible and can accommodate any agency's requirement. 1.4Suggested Vendors For Bids . Our system provides a powerful tool during the bid creation process to suggest vendors that may be interested in the solicitation. The vendors suggested are based on the bid classifications, and geographical region. . The agency will be able to continue to select vendors from whom solicitations will be sought. This "suggested vendors" feature is intended to 122070-1 161. 21 supplement the agency's list in cases where the agency desires to expand or increase the list of vendors. 1.5 Multiple Pricing Types . On some bids an agency may be interested only about the total price for a set of items since vendors will be awarded all or none of the bid. On other bids however, the agency may be interested on pricing for each individual item independently since vendors might be awarded part of the bid. The system allows for both types of bids to be created. . Items can be marked as percent responses from vendors. For example, a bid requesting percent discount from a catalog price. For reverse auctions, percent bids extend when the percent increases. . Items can also be marked as NOT requiring a price response from the vendor at all. · Any bid can leverage the available pricing options. 1.6 Bid Attachments · The system allows the agencies to upload any type of attachment (Le. word docs, cad files, spreadsheet files, PDF files, etc.). There is no limit to the number of attachments an agency may upload for a given bid, or to the size of the attachment. · All attachments are automatically scanned using a virus scanner. . All attachments are automatically converted to PDF format to facilitate and enhance vendor participation. The original and PDF versions are always available. 1.7Changes and Addendums . All bids can be amended and all participating vendors will be notified by email and/or FAX of the changes. All the changes are also clearly displayed on the bid. . A comprehensive audit-trail is kept for all changes made to a bid before and after it is released. 1.8Temporary Work Area for Bids · When a bid is created it is not automatically released to the public. The bid is placed in a work area that belongs to the agency. RFP Depot calls this work area the Held area. . Held bids are not visible to the public and can be edited or deleted at any time by the agency. The Held area allows an agency to work on complex bids at their own schedule without worrying about vendors seeing the bid. Any information can be edited while the bid is in held. . The Held area would allow agencies to setup a review process for all bids that get released. Namely, some users can be restricted to only create held bids. Thus, the bid must be reviewed before being released to the public. Some agencies may thus choose to delegate bid creation to their departments while still maintaining control at the Purchasing Office. 1.9lmport of Bids from External Systems 122070-1 161. 22 · Bids can be created or modified from Excel spreadsheets. · Bids can be created or modified from XML files. 1.10 Questions and Answers · Each bid has a questions and answers section. The questions and answers section provides a way for agencies to no longer have to do pre-bid conferences. · Each vendor has the ability to ask any question of the agency. The question may be related to the bid as a whole or related to a particular item on the bid. · Agencies will receive notifications when they have new questions to answer, and they can clearly see online when a new question needs to be answered. · Each question can have multiple answers. · Questions can only be created before the bids ends. However, agencies and vendors can view every question and answer even after the bid ends. · The system puts a date and time stamp as to when the question was asked and when it was answered. 1.11 Online Pre-Bid Conference · Agencies can conduct online pre-bid conferences through the RFP Depot system. · Minutes and transcripts are automatically made available to the Agency and the Vendor after the conference is complete. · Agencies can mark the conference for required attendance. · Vendors and Buyers receive an automatic Email reminder 24 hours prior to the conference. · Agencies can mute vendors during the conference. Vendors have to take turns asking questions. 1 .12 Advertise Bids · The system is designed to allow agencies to notify newspapers or any advertiser of upcoming bids. The notification can be done via FAX or email. · Agencies can enter and modify at any time the list of newspapers to be notified. · Agencies can enter an optional paragraph that will be sent to the newspapers when a new bid comes out. The system will automatically include all the additional pertinent information regarding bid duration, description, etc. on the notification. 1.13 Bid PDF Document · RFP Depot's system can create a single PDF document that contains all information for the bid. This includes all documents, attachments, and line items. 1 .14 Retraction · If circumstances warrant it, agencies may retract a currently running bid. All vendors who were chosen, or all who have bid, will be notified of the retraction. 122070-1 161. 23 · Retracted bids cannot be awarded. 1.15 Awarding 1.15.1 Pre-award Review . When a bid ends it is placed in a section called "To Be Awarded". While in this section, the agency may review the bid responses and pre-select the winning vendor or vendors. . Agencies can keep bids in the "To Be Awarded" section as long as necessary. . Vendor selection can be changed any number of times. The system always saves the most recent selection. . During the review period all of the vendor prices, attachments, notes, and responses to online forms are easily accessible. . The selection process allows for partial awarding of the bid. . Pre-award review is a privilege separate from actual awarding. Agencies may delegate the ability to pre-award a bid to their departments, while still maintaining control of the actual awarding process at a central location. This has been particularly useful in construction bids. . The tabulation screens will display vendors that partially bid on items as well as vendors who submitted a No-Bid response. 1.15.2 Opening of Sealed Bids . Sealed bids remain encrypted in the system until the soliciting agency takes explicit steps to open the bid. Only users with specific privileges are allowed to decrypt sealed bids. . If requested, the system will automatically notify vendors when the bid is decrypted. Vendors may also check the system to determine if a bid has been decrypted. 1.15.3 Visibility of Response Data . We recognize that each agency, and sometimes each bid, may have different rules for allowing information to be displayed during and after the awarding process. Therefore, each bid can be customized to show or block certain information from vendors and agency users. · Agencies can change how vendors view the following data: o Prices o Vendor attachments o Vendor notes o Winning vendor o Participating vendors . Agencies can choose to hide pricing information from a bid during the pre-awarding period. In other words, although vendors enter pricing information, that information is hidden until a user with the correct privileges requests to display the prices. Price hiding has been used by several agencies to enforce a pre-selection of vendors based on non-price issues. 122070-1 161. 24 1.15.4 Vendor Diversity Goals . Vendor Diversity Qualifications are displayed on the awarding screens thus aiding agencies in meeting established goals. . The system records, remembers, and displays the qualifications held by each vendor at the exact time the bid ended. This is an example of the many audit trails available within the system. 1.15.5 Tabulation Reports, Packets and Printing Services . Several online tabulation reports are available to the agency to help them during the award process. . Agencies can generate a single PDF report containing all vendor responses (including all vendor attachments) for a particular bid. We call this PDF file a tabulation packet. This has proven to be an extremely valuable tool for agencies that want individual departments to review the responses. Buyers can generate the PDF tabulation packet and send an email through RFP Depot to internal users so they can download the PDF and review the data. . Excel Tabulation, Tabulation Reports, and Line Item Tabulations, and Electronic Tabulations are all available on the RFP Depot system. 1.15.6 Manual Data Entry of Paper Bids before award . Although vendors are expected to respond electronically, we recognize that some agencies may still want to allow paper responses in special cases. The system provides agencies with the ability to manually enter paper responses into the system before bid tabulation and awarding. 1.15.7 Awarding the Bid . Once an agency has completed reviewing a bid and making their desired vendor selection, the agency can proceed to award the bid. . Awarding a bid means that either contracts or purchase requisitions will be created for the selected vendors. . Vendors will be notified that the bid was awarded and told whether or not they were selected. . Agencies are not always required to award bids to the vendor with the lowest price. We understand that oftentimes criteria other than price factor into the awarding process. The system thus allows the agency the flexibility of using multiple criteria to award the bid to any single or multiple vendors. 1.15.8 Cancel Award . Agencies may choose to throwaway a particular bid after it finishes. Bids do not have to be awarded. . All participating vendors will be notified that the bid was not awarded to anyone. 1.15.9 Awarding and pre-awarding are both privileges and can thus be restricted to specific users. 122070-1 161. 25 1 .16 Bid Library · All bids in the system are part of a library that an agency can use to create new bids. At any point in the lifetime of a bid (held, public, pre-award, history) that bid can be used as a template to create new bids. The original data is preserved intact, including attachments and documents. · Furthermore, all ended bids from other agencies can be used as templates by any other agency within the system. Again, the original bid is preserved intact. 2. Cooperative Purchasing 2.1. Coop Capability · By using cooperative purchasing practices agencies throughout the country have experienced increased vendor participation and lower prices. RFP Depot is proud to be the foremost leader with the tools necessary to build and grow the coop ability of our customers. · Coops allow agencies to share, discuss, and pool resources for bids and contract negotiations. 2.2. Cooperative Bids · Any agency within the coop may choose to enable coop participation on any bid they create. Enabling coop participation allows other agencies in the coop to increment the quantities for items in the bid and specify delivery locations for their items. · Vendors are able to see the breakdown of multiple delivery locations and quantities for a given bid, although they respond to the total quantities. · The originating agency owns and controls the bid process, deciding when the bid is released, when it ends, and when and how it is awarded. Tabulation reports for the originating agency display only their own quantities, although the coop quantities are always accessible. · Coop participation takes place while a bid is in the Held area. · Coop members can find out about bids in multiple ways: . Using the system, the originating agency can notify all coop members that a coop bid is available; an email is sent to the coop members. . The system contains a calendar of events for the coop. The calendar displays any event agencies decide to create, plus it automatically lists coop bids and their tentative release date. . Agency users may choose to have RFP Depot notify them when bids in certain classifications are available. · Each cooperative bid contains a message board that agencies can use to discuss the bid and exchange specifications or ideas. · The Bid Library capability is enhanced to include all members of a coop. In other words, a coop agency may view and copy any bid created by another 122070-1 161. 26 coop member regardless of the status of the bid. For agencies outside of the coop, only bids in history are available. . Accessing coop resources can be restricted to certain users within the agency. . Once the bid is awarded, a contract is created for each participating agency for the requested quantity. . 2.3. Cooperative Contracts . A coop agency may browse and purchase from contracts owned by another coop member as though the contracts belonged to them. · The agency that owns a contract can easily view the orders placed on that contract by other agencies. 2.4. Sponsored Bids . Agencies may request to become sponsors of a particular bid. Sponsored bids prominently display the sponsor's logo on the bid. . The fee structure for winning vendors on sponsored bids is different than regular bids. The difference of the fee collected is given to the sponsoring bid. . Sponsorship of bids is handled on a case-by-case basis based on an agency's request. 3. Document Manager · Each agency has a document manager at their disposal as part of the system. The document manager allows agencies to maintain a set of documents that are often used in solicitations. Agencies can create and upload any document or form, and then attach those documents or forms to any bid. Vendors will be asked to review, complete, and agree to the documents selected before they bid. . A powerful archival feature remembers vendor responses to forms at the exact time a bid closes. . A form or document can be made mandatory in which case vendors are required to accept the document before bidding can take place. . Vendors can be required to accept the documents for each bid, or agencies can choose to make the answers provided by a vendor valid for a year. The system remembers from bid to bid the vendor's information. Vendors greatly appreciate not having to re-enter the information on every bid. · The two most common uses of the document manager have been: a. Bid Specifications or Compliance Forms Vendors can enter bid specific information online and the responses will be available during the awarding process. This streamlines the awarding process significantly. b. General Terms and Conditions Gathering and storing information from vendors regarding compliance with agency requirements has traditionally been a tedious and paper intensive process. Using the document 122070-1 161. 27 manager for managing compliance with terms allows agencies to be completely paper-free. 4. Vendor Bid Response 4.1. Public site . The system provides a public site where anyone can browse, search, and view open bids from any agency. This provides universal access to bids. . The public site allows viewing of bids by region, agency, or classification. . The public site also provides a powerful search tool for more detailed searching. 4.2. Attachments and notes . The system allows the vendors to upload any type of attachment (Le. word docs, cad files, spreadsheet files, PDF files, etc.) with a bid response. There is no limit to the number of attachments a vendor may upload for a given bid response, or the size of the attachments. . All attachments are automatically scanned using a virus scanner. . All attachments are automatically converted to PDF format to facilitate the review of response by the agency. The original and PDF versions are always available. . Vendors can also use a notes field to further explain or qualify each response. 4.3. Responses . Vendors are not forced to bid lower than the current minimum amount. (Please see the Reverse Auction section above.) . Vendors can edit their responses at any time during the bidding period. . Vendors can submit an unlimited number of alternate responses for any item in the bid; provided the soliciting agency permits submission of such alternates. . Vendors have the option to place a No-Bid response for any bid. The no-bid response contains a notes area where the vendors are able to explain the reason for not bidding. Using the system to enter a no-bid response allows for improved tabulation and reports for the agency. . Questions on a bid can be asked to the agency through the site on a bid-by- bid basis. These questions can also be answered by the agency on through the site. All questions and answers remain on the site for documentation and better communication between vendor and agency. 4.4. Notifications to Vendors . Vendors chosen by an agency to participate in a bid are immediately notified when the bid is released to the public. . The system provides multiple ways for vendors to find bids: . Vendors can view a public website for opportunities. . Vendors can signup to be notified of solicitations matching their region and classification selections. 122070-1 161. 28 . Vendors will be notified when they are specifically chosen by an agency to participate in a bid. . Vendors can chose what notifications they want to receive. Notifications related to bids are: . Invitation to Bid . Matching Bids Available . Bid Addendums . Bid Retracted . Bid Decrypted . Bid Awarded (whether selected or not) . Confirmation email when a response is submitted for a bid · Vendors can select to be notified via email and/or fax. 4.5. Vendor Support Team · If an agency has no vendors for a specific line item our Vendor Support team will assist the agency in locating vendors to bid on it. This feature is intended to supplement the agency's existing vendor list. . If an agency already has some vendors for bidding on a line item our team will find additional vendors that meet or exceed the agency's requirements. . Vendors have free ongoing access to our support staff during normal business hours. Our support team will guide vendors of any size and all degrees of expertise through the bidding process. Our staff is trained to respond to all questions regarding our systems and clearly understands that the agency must answer bid related questions. The quality of our support team and the service they provide is unparalleled. 5. Reports 5.1. Web Reports · These reports are provided as web screens (HTML) that display information regarding a certain feature within the system. . Web reports are located in the section that applies. For example, the contract list for a vendor is located in the vendor administration area next to each vendor. · The following web reports are available: · Contracts for a vendor · All bids ended or awarded during the previous month. · Orders for a vendor · Orders from a contract · Requisitions associated with an Order · Orders associated with a requisition · Bidding Analysis · Bid Recap · Contract History · Purchase Requisition History · Order History 122070-1 161. 29 5.2. Ad-Hoc Online Reports . The system contains a reporting tool that is easy to use, yet flexible enough to generate several different types of reports. . The reports are generated as PDF documents that agencies can download and print. . The tool is divided into sections for the different parts of the system: Bids, Contracts, Requisitions, and Orders. All of these sections are located together under the reporting area. · The reports are built by entering the filtering criteria and then checking the desired columns from a list. Agencies do not need to understand how the data is stored in the database, or remember complicated field names. Building a report is as simple as using a search tool. 5.3. Custom Reports · We understand that every agency may have different reporting needs. As such, we are prepared to create the reports, or provide a specialized reporting tool so the agency can generate their own reports. · These reports can be PDF, downloadable data files, or web screens (HTML). · Our support team will work with the agency to create a detailed description of the desired reports. Once the report is defined, our support team will coordinate with engineering to build the desired functionality 6. Vendor File Management 6.1. Universal Vendor File · All vendors in the system are shared by all agencies thus creating a Universal Vendor File. . Agencies can select any vendor from the Universal Vendor File at any time. 6.2. Agency Vendor File · Each agency can select a subset of vendors from the Universal Vendor File as their own vendor file. . Agencies can remove or add vendors from their vendor file at any time. 6.3. Supplemental Vendors · Agencies can add supplemental vendors using the "Quick-Add" Vendor functionality. Minimal information is required to add a supplemental vendor. · Our vendor support team will follow up with the supplemental vendor registration, contact the vendor, and complete the process. This powerful synergy between the agencies and our vendor support team helps agencies save time in dealing with vendors, and helps the vendors get increased exposure to buyers. 6.4. Vendor Rating Visible Only to Agencies · Agencies can rate vendors on a scale of 1 to 5 on the following criteria: 122070-1 161. 30 Shipping Customer Support Quality of Goods/Services Value (Price vs. Quality) . Agencies can view the national average and number of votes for each criterion. . Agencies can add rating comments on a vendor. The rating comments are visible to all other agencies in the system. 6.5. Online Registration · Registration is free to all vendors. · Vendors register online in 5 easy steps. . Once a vendor is registered and our Vendor Support Team has verified their information, the vendor has immediate access to all agencies. 6.6. Block Vendors from Participating in Bids . Agencies can chose to block any vendor from participating on any of their future bids. The reason given for blocking will be given to the vendor when they attempt to respond to a bid. 6.7. Easy to Access Vendor Information . The vendor file is accessed through a search tool that provides the following search criteria: Agency vendor file, or Universal vendor file Vendor company name Vendor Codes - each agency's unique code for a vendor DUNS number Vendor Classifications Vendor Regions Located X miles from a given ZIP code Diversity Vendor Qualifications Other criteria may be added upon request. . Vendor information is always available. Anytime the vendor name is displayed in the system it is always a link to the vendor information. 6.8. Vendor Self-Administration . Vendors maintain their own information via an online administration tool. The tool allows the vendor to easily update their users' and company information, such as addresses, contact information, commodity codes, regions served, diversity qualifications, etc. This tool is very similar to the agencies' self-administration tool. 6.9. Agency Maintained Information . An agency can choose to maintain its own list of contacts for the vendor. . An agency can choose to create notes for its own use regarding the vendor. These notes are separate from the rating comments. The vendor notes are 122070-1 161. 31 only visible to the agency creating them. The rating comments are visible to all agencies. 6.10. Vendor Management is a privilege and can thus be restricted to only certain users. 7. Vendor Diversity Goals . Each agency can select or create the qualifications that are important to them. · All agencies in the same region can share qualification descriptions. . Qualifications can contain required or optional fields that vendors must fill out. For example, in the State of , the HUB qualification requires a HUB registration number. . Vendors do not have to fill out qualification information for each agency individually. RFP Depot is programmed so that when a vendor enters a certain qualification, that response is available to all agencies. . Vendor diversity qualifications are always accessible with the vendor's information. The qualifications are also prominently displayed during bid awarding. . The system provides a powerful audit trail so that you can view at any time in the future what qualifications existed for a given vendor at the time a bid ends. 8. Agency Self-Administration Tool 8.1. Users · Allows adding new users. · Allows editing existing users. · Access only the users associated with your agency. . Grant or revoke a user's privileges. The system automatically adjusts what users see on their screen based on the privileges a user has. An audit trail is maintained of when users where given certain privileges and when those privileges were revoked. . Create new users by copying existing users. Each user can be used as a template to create new users. 8.2. Address Manager · Agencies can maintain a list of all shipping locations. 8.3. Vendor Diversity/Qualification Definition . Vendor Diversity Qualifications that are important to the agency are defined using the administration tool. · Please see Vendor Diversity Goals section. 8.4. Agency Administration is a privilege and can thus be restricted to only certain users. 122070-1 161. 32 9. Monthly COROM Extract . Each agency receives free of charge a CORaM containing all their activity for the previous month. · The CD contains: All bids ended or awarded during the previous month. All contracts created or changed during the previous month. All requisitions created, approved or denied during the previous month. All orders placed. All orders whose shipping or receipt status changed during the previous month. . The CD is completely self-contained and only requires a web browser for viewing. The information is displayed in the same format as the live site thus requiring no additional training or involvement from the Agency's Technical Staff. . The CD satisfies a requirement that many agencies have for hard copy of the procurement activity. . All information associated with each item is also stored on the CD. For example, all bid attachments are included. . The bridge uses encrypted XML internal to provide integration services. Agencies however, can be insulated from the XML exchange through a translator that is custom written by RFP Depot for each agency. 10. Infrastructure 10.1. Auditing . RFP Depot was developed exclusively for public agencies. The entire system has been built with a very strong emphasis on audit trails. User level assignments and vendor diversity goal changes are two audit trails already mentioned. Other examples of audit trails, although most definitely not a complete list are: requisition workflow definitions, bid addendums, user log ins, vendor order fulfillment, requisition changes made during the approval process, bid changes made by vendors during the bidding process. . Our company goal is to provide a system that will aid and protect our public agency customers during procurement practice audits. . All information regarding a bid and bid responses is maintained in the system for at least 7 years and available to all agencies and vendors. It is important to note though, that depending on State laws, some agencies may request that certain information be kept private. The system allows each agency to customize the availability of historical information to the public depending on their circumstances. . All information regarding orders is maintained in the system for at least 7 years and available to the agency and vendor. 122070-1 161. 33 10.2. System Architecture . The system is provided entirely as an ASP solution. There is no third party software required to use the system. . All upgrades and enhancements to the system are provided to the agencies and vendors free of charge. . Only an internet-enabled computer and a web browser are required to access the system. . The system is a real-time bidding and purchasing system, created using a multi-tiered software architecture with built-in redundancy and fail-over capabilities. . The system runs on an Oracle database and employs Unix servers. All systems are housed in a secure facility and are available 24 hours a day, 7 days a week, all year round. We can guarantee uptime of 99.8%, although our measured uptime for the last year (excluding scheduled downtime for upgrades) has been 99.977%. All scheduled upgrades are performed between 11 :OOpm MST and 3:00am MST. . Offsite backups are performed nightly to 3 separate locations. One of those locations is out of state. 10.3. Web Accessibility Standards . RFP Depot strives to maintain the standards of the Web Accessibility Initiative created by the World Wide Web Consortium. These requirements include areas such as: . Providing a text equivalent for every non-text element (e.g., via "alt", II0ngdesc", or in element content). . Organizing documents so they may be read without style sheets. For example, when an HTML document is rendered without associated style sheets, it must still be possible to read the document. . Using the clearest and simplest language appropriate for a site's content. . RFP Depot meets all but one of the Priority Level One Checkpoints. We cannot meet the checkpoint for having pages accessible without scripting, because we use JavaScript and Cookies as a method to gain access to the site and maintain session data. We understand the importance of making our website accessible to all individuals, and therefore make a concerted effort to fit the standards of the Web Accessibility Initiative where possible. We welcome all feedback regarding making our site more accessible. 10.4. Privacy Policy . RFP Depot values and respects the privacy and security of the data we collect from our customers. Our privacy policy is always available from our web site. 10.5. NIGP Classifications 122070-1 161. 34 . The system uses the NIGP Commodity Code Classification for all bids, vendor registration, and keyword searches. The code is updated regularly. 10.6. Customizations . We understand that each agency has different procurement processes. It has always been our goal is to make our product fit the agency's processes, not the reverse. To this end, we have built the system so that wherever possible we can customize it to meet the needs of each agency. . We provide training for each individual agency. We have a department dedicated to training and helping agencies use the system. . Each agency is given their own non-commercial presence, effectively their own site within RFP Depot. . 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