Garden City Community College RFP Instructions 8-29-031.doc

3 - PROPOSAL RESPONSE FORMAT

Garden City Community College

Enterprise Resource Planning Solution

Request for Proposal

Garden City Community College

Enterprise Resource Planning Solution

Request for Proposal

Released:

August 29, 2003

Table of Contents

1Request for Proposal

1Overall Objective

2Garden City Community College Overview

3Summary of Key Dates

3Solicitation Cancellation

3Amendments

3Insufficient or NonAppropriation of Funds

4Publicity and News Releases

4Interpretation of Specifications

4Informalities

4Terminology Used in the Proposal

5Cost of Preparing Proposal

5Submission of Proposal

5Withdrawal of Proposals

6Evaluation of Proposal

6Acceptance or Rejection

7Source for Additional Information

7Bidders Representation

7Proposal Response Format

81 - Executive Summary

82 - Company Qualifications/Capabilities

83 - Vendor's Statement Of Contractual Disputes And Legal Risk

94 - Response to Functional Requirements Matrix and Descriptive Text Questions

95 - Client References

96 - References from Clients that have Discontinued Services

107 - Product Versions

108 - Price Information

10Application Software

10Hardware

11Database Management System Software

11Implementation Support and Training

11Maintenance

12Additional Services

12Leasing and Financing

12Increased Software Utilization

12Other Software Pricing Assumptions

13Annual Maintenance Fees

139 Maintenance Agreement

1310 Additional Details

14RFP Included in Contract

14Estimated Requirements and Installations

14Installation Definition

15Support and Enhancement Licensing Expectations

16Bonds, Insurance and Indemnification

17Establishment of an Escrow Account

19Acceptance of Software Products

19Continued Support and Ownership by the Vendor

19Term

19Inspection

19Termination for Cause

20Termination for Convenience

20Notices

20Rights and Remedies

21Force Majeure

21Waiver

21Ownership

21Independent Contractor

21Staff Qualifications

22Conflict of Interest

22Confidentiality

22Reviews and Hearings

22Nondiscrimination and Workplace Safety

22Environmental Protection

23Hold Harmless

23Care of GCCC Property

23Prohibition of Gratuities

23Retention of Records

24Federal, State and Local Taxes

24Modification of Contract

24Subcontracts

24Assignment

25Third Party Beneficiaries

25Captions

25Severability

25Governing Law

25Integration

25Sexual Harassment

25Tobacco Policy

25Drug Free Workplace

26Anti-Discrimination Clause

26Arbitration, Damages, Warranties

26Information

Request for Proposal

Garden City Community College (GCCC) is soliciting proposals for an Enterprise Resource Planning Software Solution (ERP) that includes software, support, and upgrades and will address the needs of the colleges various units for several core software solutions.

The following applications/modules should be considered part of the potential Vendors proposal:

Student: Admissions, Registrar, Financial Aid, Student Housing, Student Records, Degree Audit, Enrollment

Financial Management: General Ledger, Budget, Accounts Receivable, Student Accounting, Accounts Payable, Billing, Cashiering, Asset Management, Inventory, Purchasing/eProcurement, Travel & Expense Management, Third Part Sponsorships

Human Resources and Payroll

Endowment/Alumni development

Physical Plant/Facilities Maintenance

Facilities Scheduling

Executive Information System (EIS)

Web services

Bids should include implementation, consulting, training, software, hardware, support, and upgrades. The software Vendor will assume full responsibility for the project including Implementation Services.

Overall Objective

The overall objective of this project is to change Garden City Community Colleges core administrative system through the implementation of ERP software that:

Provides secure and reliable systems that are easy to use and maintain;

Provides management and decision information when and where needed;

Provides departments the ability to enter and process business transactions and to directly access core administrative data;

Enables data to be entered and edited only once and be shared across the enterprise system;

Provides additional business functionality;

Provides secure Internet access to GCCCs administrative system;

Provides individual employees and students access to a variety of self-service capabilities;

Enables knowledge transfer that will allow GCCCs staff to support and maintain these systems on an on-going basis; and

Provides a secure environment to support multi-tiered authentication across the enterprise system.

Garden City Community College Overview

Mission: Garden City Community College exists to produce positive contributors to the economic and social well-being of society.

GCCC, founded in 1919, has served the public longer than any other community college in Kansas. It is accredited by the Higher Learning Commission of the North Central Association of College and Schools and the Kansas State Board of Education. On July 1, 1999, governance of the Kansas Community Colleges was transferred to the Kansas Board of Regents. Local control by the GCCC Board of Trustees remains unchanged. In addition, other programs have obtained specific individual accreditations.

The College is a member of the American Association of Community and Junior Colleges, Association of Community College Trustees, Council of North Central Colleges, National Commission of Accreditation, American Council of Education, and Kansas Association of Community College Trustees.

Garden City Community College is located on 130 plus acres with 13 buildings and multiple athletic facilities. The southwest Kansas campus also collaborates with the two Finney County school districts through the Finney County Learning Systems Centers of Excellence. In addition, the College has two outreach campuses: The Finney County Community Learning Center, located on the west side of Garden City, provides services for GED completion, citizenship, ESL, and various other programs. The Bryan Education Center in Scott City, located 35 miles north of the main campus, provides on-site educational experiences. Many other communities also offer GCCC outreach courses and services on site.

In addition to traditional programs, GCCC has unique opportunities through technical programs that are recognized nationally. The campus is also utilized by four-year institutions to offer bachelor and master programs to area students.

The educational philosophy of the College calls for the institution to accept students as they are, to test them, to counsel them into appropriate programs and to assist them in attaining the highest possible level of achievement through educational, personal and social experiences. GCCC offers a unique mix of tradition and innovation, the latest ideas and the long-standing belief that the student is the center of our effort. Our students come from many different backgrounds, but work together toward academic degrees, career preparation, and richer lives through learning.

GCCC has a diverse student body participating in numerous campus activities. Our average student age has topped 31. One segment of our population includes 18 to 22 year old traditional students. The fastest-growing segment is made up of students in their upper 20s to mid 50s. Around 58 percent of GCCC students are women. More than 24 percent are from minority backgrounds including Hispanic, Southeast Asian and African American heritage. Over 60 percent of our students live in Finney County, and about 35 percent are from other Kansas counties. Above 5 percent come from other states and 1 percent of the student population enroll as international students.

GCCC organization profile (annualized):

Headcount (duplicated): 6,300

Full-time faculty: 68

Adjunct faculty: 125

FTE: 2,950

Staff: 165

Annual budget: $14,000,000

Our campus is linked to the world through fiber-optics and emerging technologies, but still offers assistance through a trio of federal student success programs, a comprehensive learning center, and an atmosphere that is centered on the student.

Summary of Key Dates

Request for Proposal released: August 29, 2003

RFP due: September 19, 2003

Clarification requests to Vendors: October 3, 2003

Vendor responses due: October 17, 2003

Proposal presentation to Board of Trustees: November 12, 2003

The above dates may be modified at the discretion of Garden City Community College. Original recipients of the RFP will be notified.

Solicitation Cancellation

The College reserves the right to cancel all or part of this solicitation or waive any minor variances and irregularities. In addition, the issuance of this solicitation does not imply any commitment to purchase any products or services from any Vendor.

Amendments

GCCC reserves the right to change the schedule of this acquisition and to issue written amendments, as deemed necessary or advisable, at any time. Further, the College reserves the right to recall and/or reissue this solicitation.

Insufficient or NonAppropriation of Funds

In the event that sufficient funds for this project are not appropriated, or are unavailable from other sources, GCCC reserves the right to cancel, without penalty, the initial contract award resulting from this request. Further, GCCC reserves the right to implement only certain modules to accommodate funding limitations or timing considerations.

Publicity and News Releases

The Vendor or its representatives shall not make any announcements or news releases pertaining to this solicitation of proposals, this project, and the selection of proposal or the award of any contract without the prior written approval of GCCC.

Interpretation of Specifications

In case of any doubt or difference of opinion as to the true intent of the specifications and requirements contained in the solicitation for sealed proposals, and in the event of any dispute between the parties arising from the contract to be entered thereunder, the decision of GCCC shall be final and binding upon both parties.

Informalities

GCCC reserves the right to waive any informality in proposals, and to reject any or all proposals without further obligation or liability to Vendors.

Terminology Used in the Proposal

The terms used in individual sections of this document are intended to be consistent with those commonly used in the application field in question. When responding, use the terms used in this document, and define any terms or conditions that require further clarification.

Terminology used throughout this document includes the following.

By GCCC we mean "Garden City Community College."

By the College we mean Garden City Community College.

By "Vendor" we mean "any software provider that submits a bid in response to this proposal."

By principal shareholder we mean any person or entity that owns at least 5% of stock..

By "software system" or "software suite," we mean "the ERP suite of software products."

By "Successful Vendor," we mean "the Vendor whose proposal has been accepted by GCCC."

By "hard copy" or "paper copy," we mean, "a document submitted on paper."

By "electronic version" we mean, "an electronic document submitted via email or email attachment." Formal notification and formal requests can take place by means of any of these methods depending upon the context as stated in this RFP.

By principal equity holder we mean any person or entity that owns five percent or more of the equity of the Vendor.

Cost of Preparing Proposal

The cost of developing and submitting a proposal is entirely the responsibility of the Vendor. This includes costs to determine the nature of the request for software, preparation of the proposal offering, submission of the proposal offering and other costs associated with this Request for Proposal. All responses will become the property of Garden City Community College and will be a matter of public record subsequent to the signing of the contract or rejection of all bids.

Submission of Proposal

Any, all, or no Vendor may be required to appear before GCCC representatives to explain the Vendors understanding of the solicitation and/or respond to questions from the representatives concerning the offer. The GCCC representatives reserve the right to request information from Vendors, as needed. If information is requested, the representatives are not required to request the same information from all Vendors. All information received prior to the cut-off time will be considered part of the Vendors best and final offer. No additional revisions shall be made after the specified cut-off unless requested by the GCCC representatives. Any modifications to this RFP shall be made in writing by addendum and communicated to all Vendors who directly received the original request. Only written communications are binding. Bidders are cautioned not to inflate their initial response to this RFP as GCCC reserves the right to make an award without call for further requests.

In order to facilitate the analysis of responses to this RFP, Vendors are required to prepare their proposals in accordance with the instructions outlined in this section. Each Vendor is required to submit five (5) copies the proposal in a sealed package clearly indicating RFP ENCLOSED to the address listed below. Additionally, the spreadsheet portion of the RFP must be emailed to the email address listed below. Faxed or telephoned proposals are not acceptable. Closing date for the proposal is August 29, 2003. Proposals received prior to the closing date shall be kept secured and sealed until the designated opening time. GCCC shall not be responsible for the premature opening of a proposal or for the rejection of a proposal that was not properly identified on the outside of the envelope or container. Each proposal shall give the complete mailing address of the Vendor and be signed by an authorized representative by original signature with his or her name and legal title typed below the signature line.

Completed proposals should be sent to:ANDCompleted spreadsheet only emailed to:

Mary Wilson

Director of Computer Services

[email protected]

801 Campus Drive

Garden City, KS 67846

Withdrawal of Proposals

A proposal may only be withdrawn by written request from the Vendor to the GCCC Director of Computer Services prior to the opening date and time.

Evaluation of Proposal

Award shall be made in the best interest of Garden City Community College as determined by the GCCC representatives. Consideration may focus toward but is not limited to the following:

Response format as required by this RFP;

Adequacy and completeness of proposal;

Compliance with the terms and conditions of the RFP;

Vendors understanding of the software requested;

Ability of software to meet GCCCs functional and technical requirements;

Software cost;

Experience in providing similar software to similar educational institutions;

Financial viability of the Vendor;

Long-term partnership viability between GCCC and the Vendor; and

Ability of the Vendor to demonstrate the software functionality proposed.

Acceptance or Rejection

GCCC representatives reserve the right to accept or reject any or all proposals or any part of a proposal. The successful Vendor will be required to enter into a written contract with Garden City Community College. No contract shall be considered to have been entered into by Garden City Community College until all required signatures and certifications have been rendered and the successful Vendor has signed the contract. Evaluations of proposals will be reviewed to ensure all required information has been provided and that responses have been prepared consistently with the requirements outlined in this RFP. The final assessment of whether a Vendor meets the general requirement shall be determined at the sole discretion of GCCC representatives.

GCCC representatives will recommend the proposals that are in the best interest of the College. Vendors may be asked to provide a marketing presentation to GCCC representatives during the evaluation period. Potential Vendors shall not initiate any negotiations, decisions, or actions with any GCCC employee or representative not explicitly outlined in this RFP or designated by those outlined in this RFP prior to the opening of response to this document, nor until the final software selection decision has been finalized.

GCCC representatives reserve the right to select, and subsequently recommend for award, the proposed software that best meets required needs, quality levels, and budget constraints. GCCC representatives reserve the right to select a successful Vendor on a basis other than cost.

Source for Additional Information

All requests for additional information must be in writing to:.

Mary Wilson

Director of Computer Services

801 Campus Drive

Garden City, KS 67846

Fax: 620-276-9604

[email protected] Representation

Each bidder, by submitting a proposal signifies that:

The person signing the required documents has read and understands the Instructions to Bidders;

The person signing the required documents has carefully examined the proposal documents; and

The person signing the required documents is an officer of the Vender and is authorized to represent the Vendor in any resulting contract.

Proposal Response Format

Vendors whose proposals deviate from these instructions may be considered non-responsive and may be disqualified at the discretion of Garden City Community College.

Proposals should be prepared as simply as possible and provide a straightforward, concise description of the Vendor's capabilities to satisfy the requirements of the RFP. Expensive bindings, color displays, promotional material, etc., are not necessary or desired. EMPHASIS SHOULD BE CONCENTRATED ON ACCURACY, COMPLETENESS, AND CLARITY OF CONTENT. All parts, pages, figures, and tables should be numbered and labeled clearly. The proposal should be organized into the following major parts:

SectionTitle

1Executive Summary

2Company Qualifications/Capabilities

3Vendor's Statement of Contractual Disputes and Legal Risk

4Response to Functional Requirements Matrix and Descriptive Text Questions

5Client References

6References from Clients that have Discontinued Services

7Product Versions

8 Price Information

9 Maintenance Agreement

10 Additional Information

1 - Executive Summary

This part of the response to the RFP should be limited to a brief narrative highlighting the Vendors proposal. The summary should contain as little technical jargon as possible, and should be oriented toward non-technical personnel. The Executive Summary should not include cost quotations.

2 - Company Qualifications/Capabilities

Vendors must provide the following information about their company so that Garden City Community College representatives can evaluate the Vendors stability and ability to support the commitments set forth in response to the RFP. Garden City Community College, at its discretion, may require the Vendor to provide additional documentation to support and/or clarify requested information.

The Vendor should outline the companys background including:

Primary Contact Person (Name, Title, Address, Phone, Toll-Free Number, Fax, Email);

Other Person(s) authorized to negotiate and/or make commitments (Name, Title, Address, Phone, Toll-Free Number, Fax, Email);

Corporate headquarters location;

Year of incorporation/business registration;

Date and location of incorporation;

Public or private status of organization;

List of other company offices and locations;

Locations of Midwest field offices;

Length of time the company has been in business;

A brief description of the company;

The most recent audited financial statement (i.e., annual sales, profitability, etc.).

3 - Vendor's Statement Of Contractual Disputes And Legal Risk

Please answer the questions below. If any answer is affirmative, Vendor must describe the reasons, current status and outlook for the future. Has the Vendor or any of its officers, directors, or principal equity holders:

1. Ever defaulted on, or been alleged to have defaulted on, any contract in the past five (5) years?

2. Forfeited any payment of performance bond issued by a surety company on any contract?

3. Returned funds to resolve contractual disagreements to any client in the past five (5) years?

4. Been subject to any regulatory agency review with negative findings in the past five (5) years?

5. Filed for reorganization, protection from creditors or dissolution under bankruptcy statutes within the past three (3) years?

6. Been the subject (or is currently the subject) of any litigation in which an adverse decision might result in a material change in the firm's financial position or future viability?

7. Been convicted of any criminal violation or been the subject of any criminal investigation?

8. Been (or is currently) involved in any stage of fact-finding, negotiations or resistance to a merger, friendly acquisition or hostile take over, either as a target or a pursuer?

4 - Response to Functional Requirements Matrix and Descriptive Text QuestionsThe Vendor must provide responses to each of the requirements listed in the Functional Requirements Matrix and Descriptive Text Questions.

5 - Client References

Vendors must provide at least three (3) client references that are similar in size and complexity to Garden City Community College and have licensed the proposed software for a comparable computing environment. At least two (2) of the references must be community colleges requiring a software installation similar to that of GCCC. GCCC must be able to contact the references provided. Information should include at minimum:

Contact Name

Title

Address

Enrollment

Software Licensed and Implementation Status

Hardware Environment

6 - References from Clients that have Discontinued Services

The Vendor shall provide information on higher education clients who have canceled or discontinued use of any part of the Vendors ERP software solution, software service agreement or maintenance agreement (regardless of version or platform) within the last five (5) years. Garden City Community College must be able to contact the references provided. For each instance please provide the following information:

Client Name

Contact person who can not be an employee or sub-contractor of the potential Vendor (include title, address, telephone number, and email address)

Reason(s) for discontinuance of all or part of the Vendors ERP software suite. Indicate specific applications / modules discontinued.

In the event that none of the Vendors higher education clients have discontinued its ERP utilization within the last five (5) years, Garden City Community College requests that the potential Vendor make a statement to that effect.

7 - Product Versions

For each software product bid in response to this document, provide the following information (where applicable):

Software product name

Next planned commercial release date

Number of prior releases supported

History of all releases up to the current version listing date of release and major enhancement(s) or revision(s)

8 - Price Information

The Vendors price information must be itemized and include all costs (i.e., license fees, source codes, object codes, implementation and training, travel and per diem, documentation, maintenance, and hourly rates). The following format should be used to present cost quotations.

Application Software

Provide complete data on all initial costs to license the software being proposed including source code, object code and documentation. Indicate the modules included with each software system and associated costs, if applicable.

Application Software$

List modules included:

Hardware

Supply the following information regarding operating system software and hardware costs. Garden City Community College will acquire operating system software and hardware separately after the selection of ERP software. GCCC reserves the right to acquire the operating system software and hardware through alternative purchasing channels. Vendor must provide costs of hardware and operating system software based on capacity needed to support full ERP implementation. If GCCC does acquire the hardware and operating system software through other channels, the Vendor will be obligated to implement the full capabilities of the ERP software just as effectively as if it had provided the items.

Vendor should provide indicative costs for all required operating system software and hardware equipment to implement and operate its full ERP system

Vendor should provide alternative hardware and software Vendors best suited to their ERP proposed system with business rationale for each Vendor solution.

Vendor should warranty the information provided concerning the operating system software and hardware equipment and provide for liquidated damages or similar compensation above paying for the additional capability if the Vendor underestimates the requirements.

Hardware

$___________

Database Management System Software

Provide complete data of all initial costs to license the database management system being proposed including source code, object code and documentation. Indicate any additional software required to run the proposed system and associated costs, if applicable.

Database Management System$

Other (list):

$

Implementation Support and Training

Provide complete data of all initial costs for implementation support and training of all products (including the data base management system, report writer and query tools) being proposed. Indicate whether training is conducted at the Vendors facility or at Garden City Community College.

IMPLEMENTATION SUPPORT AND TRAINING

SOFTWAREDURATIONCOST

Application Software (by module)$

Database Management System$

Partner Products (list individually)$

Other (list)$

Maintenance

Provide complete data of all first year maintenance costs for all products (including the database management system, report writer and query tools) being proposed. Include maintenance costs for any additional software being proposed and associated costs, if applicable.

Application Software$

Database Management System$

Other (list):

$

Additional Services

Provide complete data of all costs for any additional services that may be contracted including consulting services for system conversion, programming services for software modifications and additional training.

Consulting Services$

Programming Services$

Training$

Other (list):

$

Leasing and Financing

Provide any information on the availability of leasing and/or financing of the proposed system.

Note: Responses and prices quoted are to remain in effect for 270 days after the due date of the proposal and continue until written notice is received.

Increased Software Utilization

There will be no increase in license fees for any product licensed based on metrics (i.e. number of students, number of employees, GCCC budget, and contributions) for the first two (2) years after execution of the contract.

GCCC software license unit prices, product support and upgrade prices on any software products licensed must be valid for two (2) years from the date a contract is signed. GCCC software license unit prices are determined by dividing the net cost of the software product to GCCC (after all discounts GCCC have been applied) by the units used in determining that price. The Vendor must provide the unit basis for the price (i.e., dollars, UPU, Named users). Yearly price increases to the GCCC software license unit prices after the first two (2) years may not exceed an increase proportionate to the increase in the Consumer Price Index (CPI) for the prior calendar year.

Other Software Pricing Assumptions

Any additional database instances required for training, testing, demonstrations, etc. will require no increase in cost.

GCCC will have a perpetual, non-revocable, non-exclusive license to the software, which will survive any sale or transfer of the Vendors ownership rights.

GCCC has the right to install and operate the software suite on multiple hardware platforms at no additional license or maintenance fee.

GCCC has unconditional rights to use the system in any manner.

GCCC has the right to move the software procured by or developed for GCCC to any location at any time as long as it is used for GCCC components.

GCCC will not be required to relicense any software product or technology procured as part of this RFP regardless of whether Vendor redevelops this product in a different or newer technology and/or delivers it under a different product name as long as GCCC is current with Vendor's maintenance, enhancement and support programs.

GCCC will request the software product version for the initial installation of any software product at the time GCCC is ready for the installation of that product. Vendor must incorporate all published patches, updates and fixes in that version of the software product at the Vendor's expense before delivering that software product to GCCC.

Where third party software is used to satisfy a response to a bid requirement, the Vendor will provide such software as part of its contract to GCCC and price it into the schedule. In addition, all other terms in this section apply to GCCC's license for the use of the third party software.

Vendor agrees to deliver a currently released copy of the source code for the proposed application software products upon installation and upon each new release of the products.

Vendor agrees to keep and maintain the currently released copy of the source code for all software purchased by GCCC in escrow with an escrow agent (see Establishment of an Escrow Account, page 17).

Annual Maintenance Fees

Maintenance fee payments for support and upgrades will be made annually. Support and upgrade support for the licensed software products cannot be withdrawn for non-payment of the annual maintenance fee by the Vendor without ninety (90) days written notice to GCCC.

9 Maintenance Agreement

The Vendor will provide a copy of their standard Maintenance Agreement.

10 Additional Details

The Vendor should include any information about the proposed software solution not previously described that will assist Garden City Community College in evaluating the Vendors response.

RFP Included in Contract

This RFP and any amendments, the response and any amendments or exhibits, the letter of award and the College Purchase Order for the successful Software Solution Vendor shall be incorporated into the written contract, which shall compose the complete understanding of the parties.

In the event of a conflict in terms of language among the documents, the following order of precedence shall govern:

Written modifications to the executed contract

Written contract signed by the parties

Negotiation agreement documents including Exhibits, Letter of Award and College Purchase Order

This RFP including any and all addenda

Vendor's written proposal submitted in response to the RFP, as finalized

Execution and Form of Contract

The successful bidder will be required to enter into a written contract with GCCC. No contract shall be considered to have been entered into by GCCC until all required signatures and certifications have been rendered and the successful Vendor has signed a contract written and approved by GCCC. The final negotiated agreement will be approved as to form by the College's President.

Estimated Requirements and Installations

Vendors are requested to provide details specifying quantities, descriptions and costs of software and requested services. GCCC is obligated neither to purchase the full quantities proposed by the Vendor nor to implement all the system components described. If provided in a separate contract, certain subsystems, modules or functional components may be made available as options. Further, Vendors should indicate any minimum standards or specific compatibility requirements associated with the proposed system.

Installation Definition

Software products will be installed at GCCC at the discretion of the College. A software product will be installed at GCCC when the College is ready to begin implementation of that software product. Delivery of media to GCCC or transfer of programs or data onto the Colleges storage devices does not constitute installation. Installation must include a GCCC approved acceptance demonstration of the software product using GCCC data and must be the latest version of the software product requested by GCCC with all patches, fixes and upgrades to bring that release to its most current version at the Vendor expense.

A thirty-day (30) test period will commence the morning after final installation and adequate employee training. The system must operate at 98% efficiency during the test period. If for any reason the system should experience downtime, the test period will start again at day one, until thirty (30) consecutive days of performance, acceptable to GCCC has occurred.

Payment terms shall be net 30 days as per K.S.A. 75-6403 following a successful test period.

Downtime is defined as any time the system is not available for any of its intended purposes.

If the Vendor does not make the software perform as designed and represented within six (6) months of installation, GCCC has the sole right to do any of the following:

1. Reject any software product, return same, and receive a full refund for license fees paid, less a reasonable cost of consulting and delivery support. In no event will GCCC be liable for more than the contract amount paid-to-date.

2. Accept software as is and negotiate an adjusted price settlement.

These remedies are cumulative and GCCC reserves any and all other rights and remedies to which GCCC is entitled under the law.

While in the installation period, GCCC will have full access to the Vendor's support and any enhancements or releases that become available.

Support and Enhancement Licensing Expectations

GCCC will be entitled to support and upgrades for a particular software product when that software product is installed at GCCC

Product support and enhancement charges for a software product will not commence until one year after installation of that product at GCCC

Vendor will offer 24x7 maintenance and helpline coverage to GCCC.

Vendor will correct all identified errors, malfunctions, and defects.

Vendor will not charge GCCC for services, maintenance, travel, food, lodging or other expenses incurred during the warranty period for warranty work.

GCCC may customize the application source code without affecting coverage under Vendor's maintenance agreement or warranty on unchanged components of the software.

Bonds, Insurance and Indemnification

Vendor will furnish performance and payment bonds as security for the faithful performance and payment of all Vendors obligations under the contract documents. These bonds shall be in amounts at least equal to the contract price and in such form and with such sureties as are acceptable to GCCC. Prior to the execution of the contract documents, GCCC may required a contractor to furnish such other bonds, in such forms and with such sureties as GCCC may require. If such bonds are required by written instructions given prior to contract signing, the premiums shall be paid by Vendor; if subsequent to contract signing, the premiums shall be paid by GCCC.

The successful Vendor will be required to procure and maintain at Vendor's expense, during the period of agreement, the insurance described in the following subparagraphs. Insurance must be with a company or companies qualified to do business in Kansas, acceptable to GCCC and written on the standard approved comprehensive General Liability Policy form. The Vendor must furnish a certificate showing that such insurance is in effect prior to the signing of contract award.

All liability insurance policies will name GCCC as an additional insured with respect to claims, demands, suits, judgments, costs, charges, and expenses arising out of, or in connection with, any loss, damage, or injury resulting from the negligence or other fault of the Vendor, its agent, representatives, or employees. The Vendor must provide insurance coverages, and furnish certificates of insurance to GCCC on the following risks and in the following minimum limits prior to execution of an agreement:

Commercial general liability insurance with limits not less than $1 million per occurrence involving bodily injury and property damage.

Comprehensive Automobile Liability Insurance in an amount not less than $1 million per occurrence for bodily injury and property damage combined, to cover all owned, nonowned and hired vehicles.

Workers Compensation Insurance as required by Kansas statute.

Blanket employees dishonesty bond, with limit not less than $1 million per loss.

Certificates of such insurance to be provided by Vendor shall be in terms acceptable to GCCC, and shall contain a provision that coverages afforded under the policies will not be cancelled or materially changed until no less than 30 days prior to written notice has been given to GCCC.

GCCC will be responsible for purchasing and maintaining its own liability insurance and, at its option, GCCC may purchase and maintain such insurance as will protect against claims that may arise from operations under the contract documents.

The Vendor shall indemnify GCCC against any and all claims for injury to or death of any person; for loss or damage to any property; and for infringement of any copyright or patent occurring in connection with or in any way incidental to or arising out of the occupancy, use, service, operations or performance of work under this contract.

GCCC shall not be precluded from receiving the benefits of any insurance the Vendor may carry which provides for indemnification for any loss or damage to property in the Vendor's custody and control, where such loss or destruction is to GCCC property. The Vendor shall do nothing to prejudice GCCC's right to recover against third parties for any loss, destruction or damage to GCCC property.

Establishment of an Escrow Account

Assumptions

A Vendor and GCCC have or will enter into a License Agreement regarding certain proprietary material (usually software) of Vendor.

The Vendor desires to avoid disclosure of its proprietary material except under certain limited circumstances.

The availability of the Vendors proprietary material is critical to GCCC in the conduct of its business and, therefore, GCCC needs to guarantee access to the proprietary material.

The Vendor and GCCC agree to establish a contractual arrangement with a disinterested third party (the Escrow Agent) to provide for escrow services. GCCC prefers to contract with an Escrow Agent that does not have a pre-existing non-escrow related contract with the Vendor.

The parties intend this agreement to be supplementary to the License Agreement pursuant to 11 United States [Bankruptcy] Code, Section 356(n).

Materials

Materials covered under the Escrow Agreement may include, but shall not be limited to: a copy of the source code in machine-readable form for any programs, technical documentation, file layouts, record layouts, flowcharts, coding annotations, and any other information that would help a programmer understand how the system works.

Ideally, the source code escrow should contain all of the materials that would be necessary for a skilled programmer or analyst to maintain the software without the help of any other person or the need to refer to any other materials. Therefore, it is important that the material to be included be exhaustive in its scope and description as it will not be likely it can be augmented should a deficiency become apparent.

Deposits

Once the escrow agreement is signed by the parties, the Vendor will deliver the material to the Escrow Agent for safekeeping.

Before delivery of the materials to the Escrow Agent, the Vendor will label all materials clearly. Additionally, the Vendor will list each item that is labeled, describe the type of media and the quantity involved. That list shall be signed by the Vendor and delivered to the Escrow Agent and copied to GCCC.

The Escrow Agent shall maintain the materials in a secure, environmentally safe, locked facility accessible only to authorized Escrow Agent employees. The facility shall be maintained in such a way as to preclude damage to or deterioration of the materials.

The escrow facility chosen shall be reasonably accessible to GCCC (i.e. not in a foreign country, and preferably within the mid-western portion of the USA).

Release Conditions shall mean the existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days.

Vendors failure to carry out support, maintenance or similar obligations imposed on it pursuant to the License Agreement;

Vendors assignment directly or indirectly (whether by merger, acquisition or otherwise) of support, maintenance of similar obligations imposed on it pursuant to the License Agreement to another company considered by GCCC, in its sole discretion, to be unsatisfactory;

Entry of an order for relief for Vendor under Title 11 of the United States Code or any similar proceeding initiated under the law of any other country, province, state, or comparable relevant jurisdiction;

The making by Vendor of a general assignment for the benefit of creditors;

The appointment of a general receiver or trustee in bankruptcy of Vendors business or property;

Action by Vendor under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, dissolution or liquidation;

Vendors failure to continue to do business in the ordinary course; or

In the case of a sole proprietor, the death of the Vendor.

Filing for Release: If GCCC believes in good faith that a Release Condition has occurred, GCCC may provide the Escrow Agent written notice of the occurrence of the Release Condition and a request for the release of the Materials. On receipt of such notice, the Escrow Agent shall provide a copy of the notice to the Vendor by certified mail.

Contrary Instructions: From the date the Escrow Agent mails the notice requesting release of the Deposit Materials, Vendor shall have ten (10) business days to deliver to the Escrow contrary instructions. (Contrary Instructions shall mean the written representation by the Vendor that a Release Condition has not occurred or has been cured.) Upon receipt of Contrary Instructions, the Escrow Agent shall send a copy to GCCC by certified mail. Additionally, the Escrow Agent shall continue to store the Materials without release pending (a) joint instructions from Vendor and GCCC; (b) resolution of the dispute; or (c) order of a court.

Release of Materials: If the Escrow Agent does not receive Contrary Instructions from the Vendor, the Escrow Agent shall release the Materials to GCCC.

Right to use Following Release: Unless otherwise provided in the License Agreement, upon release of the Deposit Materials in accordance with this agreement, GCCC shall have the right to use the Deposit Materials for the sole purpose of continuing the benefits afforded to GCCC by the License Agreement. To this end, GCCC shall be deemed to have received with the materials a perpetual, non-revocable, non-exclusive, royalty-free license to use all delivered materials. GCCC shall maintain the confidentiality of the released Deposit Materials.

The escrow agreement shall be governed and construed in accordance with the laws of the State of Kansas.

Acceptance of Software Products

A software product will be deemed accepted by GCCC when it has been used in production at GCCC for six (6) months and there are no unresolved issues that have been reported to the Vendor.

Continued Support and Ownership by the Vendor

The Vendor shall not cease support of the licensed software products or upgrades to the products, nor transfer this agreement or the rights under this agreement within five (5) years of the proposal date without the prior written permission of GCCC.

If Vendor breaches this section, GCCC has the sole right to do any of the following:

1. Reject any software product, return same, and receive a full refund for license fees paid, less a reasonable cost of consulting and delivery support. In no event will GCCC be liable for more than the contract amount paid-to-date. GCCC reserves all other legal rights.

2. Obtain full rights to the product for the contract amount paid-to-date on that software product.

These remedies are cumulative and GCCC reserves any and all other rights and remedies to which GCCC is entitled under the law.

Term

The term of the agreement will cover software products to GCCC through implementation of all ERP modules purchased or otherwise specified in the ERP software procurement contract.

Inspection

GCCC reserves the right to reject any items, which do not conform to the specifications of the RFP.

Termination for Cause

The GCCC President may terminate this contract, or any part of this contract, for cause under any one of the following circumstances:

The Vendor fails to make delivery of goods or services as specified in this contract; or

The Vendor fails to perform any of the provision of this contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms.

The College shall provide Vendor with written notice of the conditions endangering performance. If the Vendor fails to remedy the conditions within ten (10) days from the receipt of the notice (or such period as GCCC may authorize in writing), the President shall issue the Vendor an order to stop work immediately. Receipt of the notice shall be presumed to have occurred within three (3) days of the date of the notice.

Termination for Convenience

GCCC may terminate performance of work under the contract in whole or in part whenever, for any reason, GCCC determines that the termination is in the best interest of GCCC. In the event that the GCCC President elects to terminate this contract pursuant to this provision, it shall provide the Vendor written notice at least thirty (30) days prior to the termination date. The termination shall be effective as of the date specified in the notice. The Vendor shall continue to perform any part of the work that may have not been terminated by the notice.

Notices

All notices, demands, requests, approvals, reports, instructions, consents or other communications (collectively "notices"), which may be required or desired to be given by either party to the other, shall be in writing. Such notice shall be made by personal delivery or sent by United States certified mail, postage prepaid, return receipt requested or by overnight delivery, prepaid, addressed as follows:

Dr. Carol E. Ballantyne with a copy to Mary Wilson

PresidentDirector, Computer Services

801 Campus Drive801 Campus Drive

Garden City, KS 67846Garden City, KS 67846

or to any other persons or addresses as may be designated by written notice from one party to the other.

Rights and Remedies

If this contract is terminated, GCCC, in addition to any other rights provided for in this contract, may require the Vendor to transfer title and deliver to GCCC in the manner and to the extent directed, any completed materials. GCCC shall be obligated only for those services and materials rendered and accepted prior to the date of termination.

If it is determined, after notice of termination for cause, the Vendor's failure was due to causes beyond the control of, or negligence of the Vendor, the termination shall be a termination in the best interest of GCCC.

The rights and remedies of GCCC provided for in this contract shall not be exclusive and are in addition to any other rights and remedies provided by law.

Force Majeure

The Vendor shall not be liable if the failure to perform this contract arises out of causes beyond the control of or negligence of the Vendor. Causes may include, but are not limited to, acts of nature, fires, quarantine, and strikes other than by the Vendor's employees, and freight embargoes.

Waiver

Waiver of any breach of any provision in this contract shall not be a waiver of any prior or subsequent breach. Any waiver shall be in writing and any forbearance or indulgence in any other form or manner by GCCC shall not constitute a waiver.

Ownership

All original software and software code customized for GCCC and related intellectual property developed or created by the Vendor in the performance of its obligations under this Contract or any Task Order issued under this Contract, shall be become the sole property of GCCC.

The Vendor will surrender all original written materials, including any reports, studies, designs, drawings, specifications, notes, documents, software and documentation, computerbased training modules, electronically or magnetically recorded material, used to develop the GCCC customized software and/or software code and related intellectual property to GCCC.

Independent Contractor

Both parties, in the performance of this contract, shall be acting in their individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be construed to be the employees or agents of the other party for any purpose whatsoever.

The Vendor accepts full responsibility for payment of unemployment insurance, workers' compensation and social security as well as all income tax deductions and any other taxes or payroll deductions required by law for its employees engaged in work authorized by the contract.

Staff Qualifications

The Vendor shall warrant that all persons assigned by it to the performance of this contract shall be employees of the Vendor, fully qualified to perform the work required. The Vendor shall include a similar provision in any contract with any subcontractor selected to perform work under this contract.

Failure of the Vendor to provide qualified staffing as required by the RFP specifications may result in termination of this contract and/or damages.

Conflict of Interest

The Vendor shall not knowingly employ, during the period of this contract or any extensions to it, any professional personnel who are also in the employ of Garden City Community College, and who are providing services involving this contract or services similar in nature to the scope of this contract. Furthermore, the Vendor shall not knowingly employ, prior to full implementation, any GCCC employee who has participated in the making of this contract.

Confidentiality

The Vendor may have access to private or confidential data maintained by the College to the extent necessary to carry out its responsibilities under this contract. No private or confidential data collected, maintained or used in the course of the performance of this contract shall be disseminated by the Vendor except as authorized by GCCC either during the period of the contact or thereafter. Vendor must agree to return and or all data furnished by GCCC promptly at the request of the College. Upon the termination or expiration of this contract, Vendor will not use any of such data or any material derived from the data for any purpose and, where so instructed by GCCC will destroy or render it unreadable.

All information shall be handled by the Vendor in accordance with the Family Educational Rights and Privacy Act of 1974, Federal Health Care Financial Administration as defined in the Health Insurance Portability and Accountability Act of 1996, and any other federal privacy laws applicable to the handling of faculty, staff and student information.

Reviews and Hearings

The Vendor agrees to advise the designated contract administrator of all complaints or recipients made known to the Vendor and to refer all appeals or fair hearing requests to the designated contract administrator(s). GCCC has the discretion to require the Vendor to participate in any review, appeal, fair hearing or litigation involving issues related to this contract.

Nondiscrimination and Workplace Safety

The Vendor agrees to abide by all federal, state, and local laws, rules and regulations prohibiting discrimination in employment and controlling workplace safety. Any violation of applicable laws, rules and regulations may result in termination of this contract.

The parties agree to comply with the Kansas Act Against Discrimination (KSA 441001 et seg.), prohibiting discrimination in employment by government contractors, to the extent applicable to this contract.

Environmental Protection

The Vendor shall abide by all federal, state and local laws, rules, and regulations regarding the protection of the environment. The Vendor shall report any violations to the applicable governmental agency. A violation of applicable laws, rules or regulations may result in termination of this contract.

Hold Harmless

The Vendor shall indemnify GCCC against any and all claims for injury to or the death of any person; for loss or damage to any GCCC property; and for infringement of any copyright or patent occurring in connection with or in any way incidental to or arising out of the occupancy, use, service, operations or performance of work under this contract. Upon request the Vendor will defend, at its own cost, any legal action against the College involving any such alleged patent infringement. In addition, the Vendor will indemnify GCCC against all claims for damages to persons or property resulting from defects in material or workmanship.

GCCC shall not be precluded from receiving the benefits of any insurance the Vendor may carry which provides for indemnification for any loss or damage to property in the Vendor's custody and control, where such loss or destruction is to GCCC property. The Vendor shall do nothing to prejudice the College's right to recover against third parties for any loss, destruction or damage to GCCC property.

Care of GCCC Property

The Vendor shall be responsible for the proper care and custody of any personal tangible property and real property of GCCC and/or GCCC property furnished for Vendor's use in connection with the performance of this contract, and Vendor will reimburse the College for such property's loss or damage caused by Vendor; normal wear and tear expected.

Prohibition of Gratuities

The Vendor nor any person, firm or corporation employed by the Vendor in the performance of this contract shall offer or give any gift, money or anything of value or any promise for future reward or compensation to any GCCC employee at any time.

GCCC may by written notice to Vendor, terminate this contract if it is found that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Vendor, or any agent or representative of the Vendor, to any officer or employee of GCCC with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract.

In the event GCCC, pursuant to this provision, cancels this contract, the College shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Vendor in providing such gratuities.

Retention of Records

Unless GCCC specifies in writing a shorter period of time, the Vendor agrees to preserve and make available all of its books, documents, papers, records and other evidence involving transactions related to this contract for a period of five (5) years from the date of the expiration or termination of this contract.

Matters involving litigation shall be kept for one (1) year following the termination of litigation, including all appeals, if the litigation exceeds five (5) years.

The Vendor agrees that authorized federal and state representatives, including but not limited to, personnel of GCCC, independent auditors acting on behalf of GCCC and/or federal agencies shall have access to and the right to examine records during the contract period and during the five (5) year post contract period. Delivery of and access to the records shall be at no cost to GCCC.

Federal, State and Local Taxes

GCCC shall be responsible for any sales tax imposed or levied upon the subject matter of this contract, in the event of a determination of such liability; GCCC shall not be otherwise responsible, nor indemnify Vendor, for any federal, state or local taxes which may be imposed or levied upon the subject matter of this request for proposal or any resulting contract.

Modification of Contract

This contract shall be modified only by the written agreement of the parties. No alteration or variation of the terms and conditions of the contract shall be valid unless made in writing and signed by the parties. Every amendment shall specify the date on which its provision shall be effective.

Subcontracts

Vendor agrees to furnish GCCC, as a part of its bid proposal, with a list of names of subcontractors to whom Vendor proposes to award any principal portions of the work which is the subject of this agreement, and any resulting contract. Absent any such prior notification, Vendor shall not let, assign, or transfer the contract or any interest in the contract, without the prior, express, and written consent of GCCC.

Vendor will be fully responsible for all acts and omissions of Vendors subcontractors and of persons directly or indirectly reemployed by them and of persons for whose acts any of them may be liable to the same extent that Vendor is responsible for the acts and omissions of persons directly employed by Vendor. Nothing in any contract documents shall create a contractual relationship between any subcontractor and GCCC or any obligation on the part of GCCC to pay or see to the payment of any monies due any subcontractor, except as may otherwise be required by law.

Vendor agrees to and shall bind specifically every subcontractor to the applicable terms and provisions of the contract documents for the benefit of GCCC.

Assignment

The Vendor shall not assign, convey, encumber, or otherwise transfer its right or duties under this contract without the prior written consent of the GCCC President.

This contract shall immediately terminate in the event of its assignment, conveyance, encumbrance or other transfer by the Vendor without the prior written consent of the GCCC President.

Third Party Beneficiaries

This contract shall not be construed as providing an enforceable right to any third party.

Captions

The captions or headings in this contract are for reference only and do not define, describe, extend, or limit the scope or intent of this contract.

Severability

If any provision of this contract is determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this contract shall not be affected and each provision of this contract shall be enforced to the fullest extent permitted by law.

Governing Law

This contract shall be governed by the laws of the State of Kansas and shall be deemed executed at Garden City, Finney County, Kansas.

Integration

This contract, in its final composite form, shall represent the entire agreement between the parties and shall supersede all prior negotiations, representation or agreement, either written or oral, between the parties relating to the subject matter hereof. This contract between the parties shall be independent of and have no effect on any other contract of either party.

Sexual Harassment

Federal law and the policies of GCCC prohibit sexual harassment of individuals in the GCCC community. Vendors, subcontractors, and suppliers for this project are required to exercise control over their employees to prohibit acts of sexual harassment.

Tobacco Policy

The use of tobacco is a potential public health and fire hazard. It is restricted to prevent infringements upon others and to create and maintain an environment that is in the best interest of the safety, health, and well being of all the users of GCCC buildings. Use of tobacco is prohibited in all GCCC buildings. The Vendor is expected to respect this tobacco policy and fully comply with it.

Drug Free Workplace

The Vendor agrees that in the performance of this contract, no employee of the Vendor shall engage in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance in conducting any activity covered by this contract. GCCC reserves the right to request a copy of the Vendor's Drug Free Workplace Policy. The Vendor further agrees to insert a provision similar to this statement in all subcontracts for services required.

Anti-Discrimination Clause

The Vendor shall agree: (a) to comply with the Kansas Act Against Discrimination (K.S.A. 44-101, et seq.) and the Kansas Age Discrimination Employment Act (K.S.A. 44-1111, et seq.) and the applicable provisions of the American with Disabilities Act (42 USC 12101, et seq.) (ADA) and to not discriminate against any person cause of race, religion, color, sex, disability, national origin or ancestry, or age in the admission of access to, or treatment or employment in, its programs or activities; (b) to include in all solicitations or advertisements for employees, the phrase equal opportunity employer; (c) to comply with the reporting requirement set out in K.S.A. 44-1031 and K.S.A. 44-1116; (d) to include those provisions in every subcontract, to the extent any subcontract is authorized or permitted, or purchase orders so that they are binding upon such contract or vendor; (e) that a failure to comply with the reporting requirements of (c) above or if the contractor is found guilty of any violation of such act by the Kansas Human Rights Commission, such violation shall constitute a breach of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by GCCC; (f) if it is determined that Vendor has violated applicable provisions of ADA, such violation shall constitute a breach of contract, and the contract may be cancelled, terminated or suspended, in whole or in part, by GCCC.

Arbitration, Damages, Warranties

Notwithstanding any language to the contrary, no interpretation of this request for proposal or any resulting contract shall be allowed to find GCCC has agreed to binding arbitration, or the payment of damages or penalties upon the occurrence of a contingency. Further, GCCC shall not agree to pay attorneys fees and late payment charges beyond those available under the Kansas Prompt Payment Act (K.S.A. 75-6403), and no provision will be given effect which attempts to exclude, modify, disclaim or otherwise attempt to limit implied warranties of merchantability of computer program, of information content, of system integration, or fitness for a particular purpose.

Information

No provision of this request for proposal or any resulting contract shall be construed as limiting the Kansas Legislative Division of Post Audit from having access to having information pursuant to K.S.A. 46-1101, et seq.

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