Request for Proposal Enterprise Resource Planning Software ...

Request for Proposal

Enterprise Resource Planning Software and Implementation Services

Issue Date: September 24, 2021

Closing Date: October 27, 2021

RFP documents available:

https://www.westchesteroh.org/government/finance/requests-for-proposals-qualifications

Pre-Proposal Meeting (Non-Mandatory):

October 12, 2021 at 10:30 am local time

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https://www.westchesteroh.org/government/finance/requests-for-proposals-qualifications

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Proposal Submission

Proposal Due Date: Submit to West Chester Township by October 27, 2021 at 4:00 PM local time

Submit to West Chester Township:

West Chester Township Attn: Jenna Whittaker Executive Assistant to the Twp. Administrator 9113 Cincinnati Dayton Rd West Chester, OH 45069

1 printed, signed, original technical proposal, signed addenda, including the following files:

ERP Software and Implementation Services - Specifications.xlsx

ERP Software and Implementation Services - Pricing Forms.xlsx

ERP Software and Implementation Services - Vendor Forms.docx

1 thumb drive electronic version of the technical proposal, signed addenda, including the following files:

ERP Software and Implementation Services - Specifications.xlsx

ERP Software and Implementation Services - Pricing Forms.xlsx

ERP Software and Implementation Services - Vendor Forms.docx

Important Notice:

Effective immediately upon release of this request for proposal (RFP), and until notice of contract award, all official communications from proposers regarding the requirements of this RFP shall be directed via email to:

Jenna Whittaker Executive Assistant to the Twp. Administrator [email protected]

The Township or designee shall distribute all official changes, modifications, responses to questions or notices relating to the requirements of this RFP. Any other information of any kind from any other source shall not be considered official, and proposers relying on other information do so at their own risk.

mailto:[email protected]

RFP for ERP Software and Implementation Services West Chester Township Due October 27, 2021

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Table of Contents 1 Anticipated Timeline Overview .............................................................................................................. 5

2 Introduction .............................................................................................................................................. 6

2.1 Overview .............................................................................................................................................................. 6

2.2 Definitions........................................................................................................................................................... 6

2.3 West Chester Township and Project Background ..................................................................................... 8

2.4 Current Application Environment .............................................................................................................. 10

2.5 Current Technical Environment .................................................................................................................. 12

2.6 Other Planned West Chester Township Initiatives ................................................................................. 12

2.7 Expected Scope of System Solution ............................................................................................................. 13

2.8 Software Scope ................................................................................................................................................. 13

2.9 Services Scope .................................................................................................................................................. 14

2.10 Summary of Key Transaction Volumes ...................................................................................................... 15

2.11 Overall Evaluation Process ............................................................................................................................ 17

3 Vendor Proposal Guidelines .................................................................................................................. 20

3.1 Intent ..................................................................................................................................................................20

3.2 Deadline for Proposals ...................................................................................................................................20

3.3 Preparation of Proposals ...............................................................................................................................20

3.4 Requirements for Signing Proposal ............................................................................................................ 21

3.5 No Ex-Parte Communications during Competitive Bidding Period.................................................... 21

3.6 RFP Clarifications and Questions ................................................................................................................ 21

3.7 Vendor Pre-Proposal Meeting ...................................................................................................................... 22

3.8 Consideration of Proposals ........................................................................................................................... 22

3.9 Basis for Award, Evaluation Criteria and Questions ............................................................................... 22

3.10 Advice of Omission or Misstatement .......................................................................................................... 23

3.11 Confidential Information .............................................................................................................................. 23

3.12 Confidentiality Statement ............................................................................................................................. 23

3.13 Award of Contract ........................................................................................................................................... 24

3.14 Tax Exempt Status .......................................................................................................................................... 24

3.15 Reserved Rights ............................................................................................................................................... 24

3.16 Advertising ........................................................................................................................................................ 24

3.17 Trademarks ....................................................................................................................................................... 24

3.18 Right to Request Additional Information .................................................................................................. 24

3.19 Right of Refusal ................................................................................................................................................ 25

3.20 Proposal Preparation Costs ........................................................................................................................... 25

3.21 System Design Costs ....................................................................................................................................... 25

3.22 Pricing Eligibility Period ............................................................................................................................... 25

3.23 Additional Charges .......................................................................................................................................... 25

3.24 Turnkey Solution ............................................................................................................................................. 26


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3.25 Purchase Quantities ........................................................................................................................................ 26

3.26 Rights to Pertinent Materials ....................................................................................................................... 26

3.27 Insurance Requirements ............................................................................................................................... 26

4 Proposal Response Format .................................................................................................................... 27

4.1 Executive Summary (Section 1) .................................................................................................................... 28

4.2 Company Background (Section 2, along with form in the RFP FORMS attachment) ...................... 28

4.3 Application Software (Section 3) .................................................................................................................. 29

4.4 Technical and Vendor Hosted / Cloud Information (Section 4, along with form in section 6.6).. 29

4.5 Implementation Plan (Section 5) ................................................................................................................. 30

4.6 Staffing Plan (Section 6) ................................................................................................................................. 35

4.7 Ongoing Support Services (Section 7) ......................................................................................................... 35

4.8 Client References (Section 8) ........................................................................................................................ 36

4.9 Subscription and Maintenance Agreements (Section 9) ........................................................................ 36

4.10 Exceptions and Deviations (Section 10) ...................................................................................................... 36

4.11 Other Required Forms and Attachments (Section 11) ............................................................................. 36

4.12 Addenda (Section 12) ....................................................................................................................................... 37

4.13 Separate Sealed Cost Proposal ...................................................................................................................... 37

5 Functional Requirements ...................................................................................................................... 39

5.1 Introduction...................................................................................................................................................... 39

5.2 Proposal Signature Form ............................................................................................................................... 41

5.3 Non-Collusion Affidavit ................................................................................................................................. 43

5.4 Minimum Criteria ........................................................................................................................................... 44

6 Contract Terms and Conditions ........................................................................................................... 45

6.1 General Terms & Conditions ......................................................................................................................... 45

6.2 Software ............................................................................................................................................................. 53

6.3 Software Maintenance and Support ........................................................................................................... 57

6.4 Professional Services ...................................................................................................................................... 61

6.5 Hosting Services ..............................................................................................................................................69

6.6 Hosting Service Level Agreement ................................................................................................................ 73

6.7 Contract Terms and Conditions – Exception Explanations .................................................................. 76


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1 Anticipated Timeline Overview

Listed below are specific and estimated dates and times of actions related to this request for proposal (RFP). The milestones with specific dates must be completed as indicated unless otherwise changed. If it is necessary to change any of the specific dates and times in the calendar of events listed below, an addendum to this RFP will be issued.

Milestone Timeframe

RFP issuance September 24, 2021

Vendor pre-proposal meeting October 12, 2021 at 10:30 am local time

Deadline for clarification questions October 13, 2021 at 4:00 pm local time

West Chester Township provides responses for Vendor RFP clarification questions

October 15, 2021

Vendor proposals due October 27, 2021 at 4:00 pm local time

Demonstrations of software November/December 2021

Contract negotiations and award Early 2022

Estimated start date of contract Second quarter 2022

Anticipated completion date for project First quarter 2023


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2 Introduction

2.1 Overview

West Chester Township is interested in soliciting proposals from qualified providers of ERP software for municipalities whose product offering meets or exceeds the Township’s requirements and whose complete product offering provides a robust solution set that will allow West Chester Township to continue to leverage this investment well into the future as the needs of the Township grow and evolve.

2.2 Definitions

The following definitions are used in the RFP:

Bidder, Vendor or Proposer means a firm, company, or organization responding to the RFP document to provide services to implement the software described in the RFP.

Business Days means Monday through Friday, 8 a.m. to 4 p.m. local time in <location>, excluding West Chester Township holidays.

Business Function means business functional areas such as finance, budget, procurement, human resources, and payroll.

Change Order means a written document signed by the State, and issued to the Bidder, which alters the scope of the Work to be performed by the Bidder, changes the schedule for performance of the Work, increases or decreases the Bidder’s compensation, or makes any other change to the Contract.

Client, The Township or West Chester Township means West Chester Township, Ohio.

Completion means fulfillment of all the Bidder’s obligations under the Contract.

Confidential Information means information that may be exempt from disclosure to the public or other unauthorized persons under West Chester Township, state or federal statutes and regulations. Confidential Information includes, but is not limited to, any Personal Data, Proprietary Information, or information identifiable to an individual or business that relates to a natural person’s health, finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers, email addresses, TIN, social security numbers, driver license numbers, financial profiles, credit card numbers, bank account, routing numbers, financial identifiers and any other identifying numbers, law enforcement records, West Chester Township source code or object code, or West Chester Township security information.

Configuration means the use of application features to establish business rules in the application to meet West Chester Township’s business needs.


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Contract means the written agreement entered into between the Township and the Bidder evidencing the terms and conditions related to the Project. The Contract includes the Bidder-submitted Response, including executed bid/Response forms, pricing, specifications and other attachments; Notice(s) to Proceed; and all Amendment(s) issued prior to and all Modifications (Change Orders) issued after execution of the Contract.

Core/Required Functionality means the software functionality West Chester Township intends on implementing as part of this project.

Expanded/Optional Modules represents either a new module or an optional module that may be considered as part of this project.

ERP Application Software means the software solution for which the successful Bidder will be responsible providing software integration and implementation services.

Key Staff means Bidder’s personnel or subcontractor staff whose experience, skills, abilities, or background make them uniquely valuable to West Chester Township and who are named as Key Staff in this Contract or a Statement of Work.

Outside Agency/3rd Party Interface an interfaces or integration with an outside agencies or organization.

Personal Data includes, but is not limited to, any information identifiable to an individual that relates to a natural person’s health, finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers, email addresses, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law enforcement records, West Chester Township source code or object code, or West Chester Township security information.

Plante & Moran, PLLC is West Chester Township’s SaaS ERP Procurement Assistance consultant for the project.

Preexisting Material means proprietary products, software, methods, devices, or the like delivered by the Contractor to fulfill its obligations under this Contract. Preexisting Material does not originate from this Contract but may be incorporated into or be required to properly support Deliverables under this Contract. Preexisting Material may be owned by the Contractor or a third party that has given permission for its use hereunder.

Price means charges, costs, rates, and/or fees charged in United States dollars for the Services under this Contract.


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Project means West Chester Township’s overall objective or endeavor of which this RFP document forms a part.

Proprietary Information means information owned by the Contractor to which the Contractor claims a protectable interest under law. Proprietary Information includes, but is not limited to, information protected by copyright, patent, trademark, or trade secret laws.

Software means the licensed software application, including third-party software applications that are intended to be implemented by West Chester Township.

Software as a Service (SaaS) means the Software Vendor’s supported and managed software solution provided as a remote service to the client. The software implementer will work with the software vendor to implement the software solution chosen by West Chester Township.

Software Vendor means the company providing the software to West Chester Township through Software as a Service.

Subcontract means any individual, firm, partnership, corporation, joint venture, or other entity, other than an employee of the Bidder, which enters into a Subcontract with Bidder.

Subcontractor means any individual, firm, partnership, corporation, joint venture, or other entity, other than an employee of the Bidder, which contracts with the Bidder or a Subcontractor to furnish services, labor, equipment, or materials required for the performance of the work required by this RFP document, including any modification thereto.

Supplies, Materials, and Equipment as used herein shall include, without limitation, all items, tangible or intangible, to be incorporated in the work or otherwise delivered to West Chester Township hereunder.

System means the fully installed, configured, and implemented software application(s), including any third-party software, necessary to meet West Chester Township’s requirements and defined work.

System Interfaces defines where West Chester Township has identified an integration is needed.

System Requirements means functional and technical requirements for the software solution chosen by West Chester Township. These system requirements and the software vendor’s response form are available in the attached SaaS ERP System Integrator Services – Requirements.xlsx.

2.3 West Chester Township and Project Background

West Chester Township is the 9th largest jurisdiction and the largest township in Ohio and is designated as “One of America’s Best Places to Live.” West Chester has an annual operating budget of approximately


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$50,000,000 and approximately 290 employees. The organization is comprised of eight departments providing a range of services from public safety to parks and entertainment. West Chester serves a population of over 64,000 residents covering nearly 36 square miles.

Through this Request for Proposal West Chester is seeking to solicit proposals for an Enterprise Resource Planning solution. West Chester Township currently uses Harris GEMS ABSuite 6.1 for Finance functions including: Financials/General Ledger, Accounts Payable, Accounts Receivable, Budget Controls, Fixed Assets, and Purchasing. Financial software is fully integrated with OpenGov Open Data platform for public transparency. The Township uses ADP Workforce Now for HR functions such as Payroll Processing, Payroll Services, Scheduling for non-public safety departments, Benefit Management, Human Capital Management, and Leave Tracking. Kronos Workforce Telestaff is used for Scheduling of Police, Fire and Communications, including automated filling of vacancies, compliance with Collective Bargaining Agreements, extensive reporting, and remote employee access. The Township uses the Applicant Tracking System JazzHR. These functions are also supported in part with a mix of automatic and manual operations through MS Access and MS Excel.

RFP for an Enterprise Resource Planning Software and Implementation Services West Chester Township Due October 27, 2021

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2.4 Current Application Environment

*Legend for Current Applications

Legend Code Description

R Replacement West Chester Township intends to replace this application with the selected solution.

C Consider West Chester Township is considering replacing this application with the selected solution, based on the strength of the finalist Vendor offering and cost / benefit of the replacement module.

M Maintain West Chester Township intends to retain the application, not replacing it thru this effort.

I Interface West Chester Township intends to keep the application and interface/integrate it with the selected solution.

*C/I Consider/Interface West Chester Township is considering replacing this application with the selected solution based on the strength of the finalist Vendor offering and cost / benefit of the replacement module. In the event West Chester Township maintains this application, it would require an interface to the ERP. Therefore, the vendor must provide interface experience and pricing for these applications.

Current Application Application Notes/Description Likely Future of System? *

Accuprint Form printer for checks, POs, 1099s, other R

ADP Workforce Now Payroll Processing, Payroll Services, Scheduling for non-public safety departments, Benefit Management, HCM, and Leave Tracking

R

Google Docs Shift-trade tracker R

RFP for an Enterprise Resource Planning Software and Implementation Services West Chester Township Due October 27, 2021

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Current Application Application Notes/Description Likely Future of System? *

Harris GEMS ABSuite 6.1 Financials/General Ledger, Accounts Payable, Accounts Receivable, Budget Controls, Fixed Assets, and Purchasing

R

Infintech Credit card processor I

JazzHR Applicant Tracking System C/I

Kronos Workforce Telestaff Scheduling of Police, Fire and Communications including automated filling of vacancies, compliance with Collective Bargaining Agreements, and extensive reporting

R

Laserfiche Community development applications, document management/archiving capabilities

C

MS Access Conversion of Telestaff reports to suitable format for HR to upload into ADP, flat file creation for monthly pension reports to OPERs, vacation scheduler

R

MS Excel Track FMLA, new hires, terminations, military and supplemental time used by police, time off balances, inventory and assets

R

OpenGov Open Data platform for public transparency I

Skyview Access Database linked to Gems to pull data, create queries, reports R


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2.5 Current Technical Environment

The tables below provide Vendors with a current summary of West Chester Township’s network and computing environments, and standards. West Chester Township is considering only vendor-hosted or cloud solutions. As part of the proposal process Vendors will be required to submit significant technical detail about the proposed solution detailed in section 6.6 (Technical and Vendor Hosting Requirements Form) of this RFP. In preparing responses, Vendors must remain diligent in referencing this table to assure that responses clearly identify:

• Areas of known or potential conflict between the Vendors proposed solution and West Chester Township’s defined environments

• Recommendations of how best to implement and operate the proposed solution within West Chester Township’s defined environments

2.5.1 Summary of Network and Computing Environment

Summary of Network and Computing Environment Table

Network Infrastructure GB fibre network, Windows Environment, virtualized

Backup & Disaster Recovery Electronic and physical (tape) on site

Remote Access & WiFi Permitted in limited fashion (netmotion and rsa). Public Wifi (no network access)

Internet Access Yes with webfiltering

End User Environment Dell/Windows

Business and Data Analytics Tools

Various network tools / N/A otherwise

Security Tools Firewalls, spam filter, antivirus, webfilter

2.6 Other Planned West Chester Township Initiatives

1. Laserfiche implementation project for Township document management functionality as well as community development applications.


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2.7 Expected Scope of System Solution

West Chester Township is requiring that responding Vendors propose a fully-integrated ERP vendor-hosted / cloud solution, including software, hardware specifications, implementation and project management, and other technology services for the entire scope of the project that may or may not include components owned by the vendor. West Chester Township recognizes that this project will have a significant impact on West Chester Township staff and is looking to minimize that impact insofar as possible. To the extent vendor is able, West Chester Township is looking for the successful Vendor to conduct a thorough business analysis at the start of each module and to provide West Chester Township with a pre-configured system using its best practices and experience as a model. West Chester Township is expecting to review and test this pre-configured system, requesting minimal changes as required.

The following definitions should be considered relative to the list below:

• Core (required) - Components of the solution that are required to be fulfilled and proposed by responding vendors.

• Expanded (optional) - Components of the solution that may be optionally proposed by responding Vendors but are not mandatory to include in the Vendor's response. ERP Vendors who cannot propose on expanded components, are encouraged to partner with a vendor to meet the expanded scope.

Response options:

• Vendors must respond to Core/required scope listed below.

• Vendors can respond to expanded/optional modules with their own products or they may partner with other vendors to submit a proposal that meets the expanded software scope listed below.

2.8 Software Scope

• Core / Required Application Software:

o Accounts Payable

o Bank Reconciliation

o Cash Receipting

o Employee Benefits

o Employee Self-Service


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o General and Technical

o General Ledger and Financial Reporting

o Human Resources Core and Position Control

o Miscellaneous Billing & Accounts Receivable

o Payroll

o Purchasing

o Scheduling/Time and Attendance

o Time and Attendance

o Data Analytics

o Reporting (e.g., Pension reporting, check register as well as custom reports.)

o Any other necessary software components to support the proposed Core Application Software solution

• Expanded Application Software and Related Technologies:

o Budgeting

o Fixed Assets

o Learning & Training Management

o Project & Grant Accounting

o Recruitment

2.9 Services Scope

• Required Services

o Project Management

o Software Installation / Set-up

o Security Design and Configuration

o Business Design / Software Configuration

o Technical Design and Standards

o Data Conversion and Migration

o Business Analytics, Report and Form Development

• Integration and Interface Development


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o Software Modifications

o Testing

o Training Services

o Change Management

o Knowledge Transfer to Staff

o System Documentation Development

o Deployment

o Ongoing Support and Maintenance Services

o Ongoing Hosting Services

Additional details and descriptions related to the specifics of the expected scope can be found in section 3 – Proposal Response Format.

2.10 Summary of Key Transaction Volumes

A summary of key transaction and operating volumes and standards is included below. These volumes and standards reflect actual and estimated amounts for the current environment.

Operating Volumes/Standards Current

West Chester Township

Population 64,901 Jurisdictional Area (Square Miles) 35 Number of Departments 5 Budget (General Fund) 8,075,217 Total Staff (Full time: 1FTE) 278 Total Staff (Part time: 0.5 FTE) 10 Number of system admins 3

Number of ERP System Users (Total Current) 26

General Ledger/Bank Reconciliation

Chart of Accounts Structure Chart Segment One Name/Account Mask Fund 3 characters Chart Segment Two Name/Account Mask Department 4 characters Chart Segment Three Name/Account Mask Object 4 characters Chart Segment Four Name/Account Mask Program 3 characters Chart Segment Five Name/Account Mask Project 6 characters Chart Segment Six Name/Account Mask NA Chart Segment Seven Name/Account Mask NA


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Chart Segment Eight Name/Account Mask NA Chart Segment Nine Name/Account Mask NA Chart Segment Ten Name/Account Mask NA

Fiscal Year End 12/31/xxxx

Number of Funds 32 active another 34 inactive

Number of Department Codes 101 Number of Manual Journal Entries Annual 140 Number of Cash Accounts 1 each fund (32)

Number of Bank Accounts 3 with primary banker ( another 6-7 brokerage)

Number of annual Check Voids 23

Budgeting

Number of Approval Levels 4 Budget Frequency Annual Number of Funds Budgeted 32

Fixed Assets

Number of Capitalized Fixed Assets 836 Fixed Asset Capitalization Threshold 10,000 Tracking / Reporting of Non-depreciable Assets? yes

Purchasing/Contract Management/Inventory

Use of NIGP/Commodity Codes? No Number of Requisitions per Month NA Number of Purchase Orders per Month 250 Number of Invoices Without a Purchase Orders per Month

43

Number of Vendors in Purchasing System 838 active Use of Inventory Item Codes? NA Average Frequency of Physical Inventories 1

Accounts Payable

Number of Vendors Maintained in Accounts Payable System

838 active

Number of Invoices Input Annually 6,228 Frequency of Check Runs 4 to 10 per month Check Signature Method digital Payments Types Supported ACH, Check Number of 1099s Processed Annually 102

Human Resources and Payroll

Number of Permanent Employees 278.00 Number of Part-Time Employees 6 Number of Seasonal Employees 4


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Number of Bargaining Units 5 Number of Applicants (Annually) 1,000 Payroll Frequency bi-weekly

2.11 Overall Evaluation Process

Responses to this RFP will be evaluated by a committee consisting of various process owners within West Chester Township. West Chester Township’s intent is to acquire the solution that provides the best value to West Chester Township and meets or exceeds both the functional and technical requirements identified in this RFP.

West Chester Township will be using the following process to reach a finalist Vendor decision:

2.11.1 Minimum Criteria: As part of the Vendor's RFP response, the following minimum criteria must be met for a proposal to be considered for further evaluation. Failure to meet all criteria will automatically disqualify the Vendor's response from further consideration:

Minimum Criteria Checklist

□ Minimum Client Software Installations

Must have provided software for at least one previous local government of similar size, complexity, and scope.

□ RFP Response

RFP response is submitted by the due date and time.

□ Response Authorization

The RFP response is signed by an authorized company officer.

□ Response Completeness

Vendor complied with all instructions in the RFP and provided a response to all items requested with sufficient detail, which provides for the proposal to be properly evaluated.


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2.11.2 Round 2 Evaluation: For those Vendors whose proposals pass the minimum criteria, the following categories of criteria will be used to further evaluate the proposals in the following order of preference from high to low with a numerical rating:

Round 2 Evaluation Criteria

Ability to meet functional requirements

Ability to meet technical requirements

Staffing and qualifications

Implementation approach

General Vendor to include number and size of comparable municipal references, financial stability, completeness of response, and quality of proposal response

2.11.3 Round 3 Evaluation: The top two or three Vendors in the second-round evaluation will then proceed to an additional level of due diligence that may include the following activities:

• Follow-up questions and answers with the Vendors.

• Vendor demonstrations to include module/functionality demonstrations, technical demonstrations, service presentation, and other due diligence.

• Reference checking with comparable entities using the Vendor's product.

At any point in time during the third round of evaluation, a Vendor may be eliminated from further consideration. At the conclusion of the round three activities, the finalist Vendors will be evaluated on all information collected to date against the following criteria in order of preference with a numerical rating:


Ability to meet vendor functional requirements (including usability / user-friendly software)

Implementation approach

Cost (one-time and on-going)


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General Vendor to include number and size of comparable local government references, financial stability, completeness of response, and quality of proposal response

Service and support

2.11.4 Final Round Best and Final: West Chester Township may choose to request a Best and Final Offer during the proposal evaluation process.


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3 Vendor Proposal Guidelines

3.1 Intent

It is the intent of West Chester Township, through this request for proposal and the contract conditions contained herein, to establish to the greatest possible extent complete clarity regarding the requirements of both parties to the agreement resulting from this request for proposal.

Before submitting a proposal, the Vendor shall be thoroughly familiarized with all contract conditions referred to in this document and any addenda issued before the proposal submission date, including, but not limited to, the scope of work and terms of the proposed Agreement. It shall be the Vendor's responsibility to ascertain that the proposal includes all addenda issued prior to the proposal submission date. The terms of the RFP and the Vendor shall determine by personal examination and by such other means as may be preferred, the conditions and requirements under which the agreement must be performed.

3.2 Deadline for Proposals

Proposals must conform to the requirements set forth in the RFP. Proposals not conforming to these guidelines may be rejected as non-responsive.

Proposals must be submitted by the date specified in Section 1. Timeline Overview.

The proposals should also include the following files:

• ERP Software and Implementation Services - Specifications.xlsx

• ERP Software and Implementation Services - Pricing Forms.xlsx

• ERP Software and Implementation Services - Vendor Forms.docx

The Vendor technical proposal response shall include the completed specification worksheets and pricing worksheets that have been provided in Microsoft Excel. West Chester Township wishes to keep pricing information separate from the technical proposal. Pricing should only be provided in the Pricing Forms released with this RFP.

3.3 Preparation of Proposals

Proposals shall be prepared in accordance with the proposal response format, section 4. Proposals not complying with this format may be considered non-responsive and may be removed from consideration on this basis.


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3.4 Requirements for Signing Proposal

• Each proposer, by making a proposal, represents that this document has been read and is fully

understood.

• The proposal must be signed digitally by an individual authorized to legally bind the person,

partnership, company, or corporation submitting the proposal.

• All manual signatures must have the name typed directly under the line of the signature.

• The above requirements apply to all RFP addenda.

3.5 No Ex-Parte Communications during Competitive Bidding Period

To insure the proper and fair evaluation of a response, West Chester Township prohibits ex-parte communication (e.g., unsolicited) initiated by the proposed Vendor to a West Chester Township employee or West Chester Township Board members prior to the time a formal decision has been made. Questions and other communication from Vendors will be permissible until 4:00 pm on the day specified as the deadline for questions and must be sent to Jenna Whitaker as set forth in this RFP . Any communication between Vendor and West Chester Township after the deadline for questions will be initiated by the appropriate West Chester Township official or employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the response. Ex-parte communication may be grounds for disqualifying the offending responder from consideration or award of the solicitation then in evaluation, or any future solicitation. Note we still have operational day to day communications with current vendors.

3.6 RFP Clarifications and Questions

If any person contemplating submitting a proposal is in doubt as to the true meaning of any part of this RFP, he/she may submit to West Chester Township a written request for an interpretation thereof to Jenna Whitaker as set forth in this RFP. The person submitting the request will be responsible for its prompt delivery. Any interpretation will be made only by an addendum. Failure on the part of the prospective proposal responder to receive a written interpretation before the submission deadline will not be grounds for withdrawal of proposal. Vendor will acknowledge receipt of each addendum issued by stating so in his/her proposal. No oral explanation or instruction of any kind or nature whatsoever given before the award of a contract to a Vendor shall be binding.

All inquiries regarding this proposal must be submitted to the email listed in on page 2. Responses to questions will be posted to the bid site listed on page 2.


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3.7 Vendor Pre-Proposal Meeting

A non-mandatory Vendor pre-proposal meeting will be held virtually on the date and time listed in Section 1. Timeline Overview.

3.8 Consideration of Proposals

In cases where an item requested is identified by a manufacturer's name, trade name, catalog number, or reference, it is understood that Vendor proposes to furnish the item so identified and does not propose to furnish an "equal" unless the proposed "equal" is pre-approved by West Chester Township.

References to any of the above are intended to be descriptive but not restrictive and only indicate articles that will be satisfactory. Proposals on "equal" will be considered, provided that the Vendor states in his proposal exactly what he proposes to furnish, including sample, illustration, or other descriptive matter which will clearly indicate that character of the article covered by such proposal. The designated West Chester Township representative hereby reserves the right to approve as an “equal”, or to reject as not being an “equal”, any article proposed which contains major or minor variations from specifications requirements, but which may comply substantially therewith.

3.9 Basis for Award, Evaluation Criteria and Questions

The qualification of proposal responders on this project will be considered in making the award. West Chester Township is not obligated to accept any proposal if deemed not in the best interest of West Chester Township to do so. West Chester Township shall make award to the qualified proposal responder based on fees submitted and responses to this RFP.

Failure to include in the proposal all information outlined herein may be cause for rejection of the proposal.

West Chester Township reserves the right to accept or reject any and all proposals, in whole or in part, that are deemed to be in the best interest of West Chester Township at its sole discretion.

A proposal may be considered non-responsive at any time during the solicitation if conditions change.

West Chester Township reserves the right to waive any informalities or irregularities in proposals.

West Chester Township reserves the right to negotiate separately the terms and conditions or all or any part of the proposals as deemed to be in West Chester Township’s best interest at its sole discretion.

Information and/or factors gathered during interviews, negotiations and any reference checks, and any other information or factors deemed relevant by West Chester Township, shall be utilized in the final


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award. The final award of a contract is subject to approval by West Chester Township Board of Trustees.

3.10 Advice of Omission or Misstatement

In the event it is evident to a Vendor responding to this RFP that West Chester Township has omitted or misstated a material requirement to this RFP and/or the services required by this RFP, the responding Vendor shall advise the contact identified in on page 2, Proposal Submission of such omission or misstatement. The Township reserves the right to accept or reject such omitted information. Such omitted information shall not alter in any way the other provisions of the Vendor’s proposal.

3.11 Confidential Information

Information contained in the Vendor’s proposal that is company confidential must be clearly identified in the proposal itself. West Chester Township will be free to use all information in the Vendor's proposal for West Chester Township’s purposes. Vendor proposals shall remain confidential to the greatest extent possible. The Vendor understands that any material supplied to West Chester Township may be subject to public disclosure under the Ohio Public Records Act. The Township will endeavor to protect any Confidential Information that may be required to disclose as a result of a public records request by providing Vendor with a 5 business days’ notice prior to releasing any information or records that contain “Confidential Information” pursuant to R.C.149.43 so that Vendor can seek a protective order to prevent such disclosure as they see fit at its cost.

The term “Confidential Information” does not include any information: (1) was publicly available prior to the date of this RFP or thereafter becomes publicly available; (2) was available to the Township on a non-confidential basis prior to its disclosure to the Township by the Vendor or its Representatives; (3) becomes available to the Township from a person or entity other than the Vendor or its Representatives who are not, to the best of the Township’s knowledge after reasonable inquiry, subject to any legal or other obligation to keep such information confidential; or (4) is independently developed by the Township without use of the Confidential Information.

3.12 Confidentiality Statement

Any information, including materials, drawings, designs, documentation, and other property or data, disclosed to the Vendor shall not be used, reproduced, appropriated, or otherwise disseminated to anyone other than West Chester Township.


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3.13 Award of Contract

The Vendor shall be deemed as having been awarded a contract when the formal notice of acceptance of the Vendor’s proposal has been duly served upon the intended awardee by an authorized agent of West Chester Township. Note that the successful Vendor, at the time of contract execution, must be licensed to do business in the State of Ohio.

3.14 Tax Exempt Status

West Chester Township is exempt from paying sales taxes. The Township’s Federal Tax ID number is 31-6010106.

3.15 Reserved Rights

West Chester Township reserves the right to waive any irregularities; accept the whole, part of, or reject any or all proposals; and to select the firm which, in the sole opinion of West Chester Township, best meets West Chester Township’s needs. West Chester Township also reserves the right to negotiate with potential Vendors so that the client’s best interests are served.

3.16 Advertising

Vendor shall not advertise or publish the fact that West Chester Township has placed this order without prior written consent from West Chester Township, except as may be necessary to comply with a proper request for information from an authorized representative of a governmental unit or agency.

3.17 Trademarks

West Chester Township warrants that all trademarks West Chester Township requests the Vendor to affix to articles purchased are those owned by West Chester Township and it is understood that the Vendor shall not acquire or claim any rights, title, or interest therein, or use any of such trademarks on any articles produced for itself or anyone other than West Chester Township.

3.18 Right to Request Additional Information

West Chester Township reserves the right to request any additional information that might be deemed necessary during the evaluation process.


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3.19 Right of Refusal

West Chester Township reserves the right to refuse any or all proposals in their entirety, or to select certain equipment or software products from various Vendor proposals, based on the best interests of West Chester Township.

3.20 Proposal Preparation Costs

The Vendor is responsible for any and all costs incurred by the Vendor or subcontractors in responding to this request for proposal.

3.21 System Design Costs

The successful Vendor shall be responsible for all design, information gathering, and required programming to achieve a successful implementation. This cost must be included in the base proposal.

3.22 Pricing Eligibility Period

All Vendor proposals are required to be offered for a term not less than 180 calendar days in duration. A proposal may not be modified, withdrawn or cancelled by Vendor during the 180-day time period following the time and date designated for the receipt of proposals. It is West Chester Township’s intent to procure that software solution that meets that long-term criteria of West Chester Township. West Chester Township, during the selection process may decide to purchase a subset of the Vendor’s proposal components with the initial contract. West Chester Township requires that Vendors agree for a period of (3) years from the date of the Vendor’s proposal to honor software and services pricing established within the Vendor’s proposal response for Vendor proposed components which are not included in West Chester Township’s initial purchase. The price of the proposed components can only be increased by the Vendor during such time period by an amount equal to the annual CPI-U adjustment for the region or 3%, whichever is less.

3.23 Additional Charges

No additional charges, other than those listed on the price breakdown sheets, shall be made. Prices quoted will include verification/coordination of order, all costs for shipping, delivery to all sites, unpacking, setup, installation, operation, testing, cleanup, training and Vendor travel charges.


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3.24 Turnkey Solution

All prices quoted must include all hardware, equipment, software, and services necessary to make the system specified fully operational for the intent, function, and purposes stated herein. West Chester Township reserves the right to purchase hardware separately.

3.25 Purchase Quantities

West Chester Township reserves the right to purchase any quantities of hardware or software items bid without altering the unit purchase price upon award and throughout the contract period.

3.26 Rights to Pertinent Materials

All responses, inquires, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits and other documentation produced by the Vendors that are submitted as part of the proposal shall become the property of West Chester Township upon receipt, a part of a public record upon opening, and will not be returned.

West Chester Township reserves the right to accept any proposal, to reject any or all proposals, to waive any irregularities in the proposal process and to accept any proposal in the best interest of West Chester Township.

3.27 Insurance Requirements

West Chester Township will require the finalist Vendor to retain insurance coverage in amounts and kinds to be negotiated with the finalist. Please refer to the sample minimum contract terms and conditions in section 6 of this RFP.


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4 Proposal Response Format

To facilitate the analysis of responses to this RFP, the Vendor is required to prepare their proposals in accordance with the instructions outlined in this section. Vendors must respond in full to all RFP sections and follow the RFP format (section numbering, etc.) in their response as well as the information in the required forms. Failure to follow these instructions may result in rejection.

For each question asked in the RFP, the proposer shall provide in their response, the question asked and their answer using the section numbering of the RFP.

Proposals shall be prepared to satisfy the requirements of the RFP. 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 as follows:

Section Title In addition to specified content, provide

Proposal Signature Form

1 Executive Summary

2 Company Background Company Background Form in the RFP Forms attachment

3 Application Software

4 Technical and Vendor Hosted / Cloud Information

Technical and Vendor Hosting Requirements Form in the RFP Forms attachment

5 Implementation Plan Project Management and Report Development Forms in the RFP Forms attachment

6 Staffing Plan Staffing Plan Form in the RFP Forms attachment

7 Ongoing Support Services Form in the RFP FORMS attachment

8 Client References Client Reference Forms (3-5) in the RFP Forms attachment

9 Subscription and Maintenance Agreements


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Section Title In addition to specified content, provide

10 Exceptions and Deviations

11 Other Required Forms and Attachments

12 Addenda

Separate Sealed Document

Cost Proposal in Excel Pricing spreadsheet

Separate File Specifications/Requirements completed only in Excel spreadsheet format

Instructions relative to each part of the response to this RFP are defined in the remainder of this section.

Costs for the Vendor’s proposed solution should be submitted on the proposal pricing forms provided in the included Microsoft Excel pricing spreadsheet. Costs should include the complete costs for the solution including travel and operating costs.

4.1 Executive Summary (Section 1)

This part of the response to the RFP should be limited to a brief narrative not to exceed two (2) pages describing the proposed solution. 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.

4.2 Company Background (Section 2, along with form in the RFP FORMS attachment)

Vendors must provide information about their company so that West Chester Township can evaluate the Vendor's stability and ability to support the commitments set forth in response to the RFP. In addition to providing responses to the following items, the Vendor must complete the Company Background Form in section 6.5 of this RFP. Information that Vendors should provide in this section are as follows:

• The company's background including a brief description (e.g., past history, present status, future plans, company size, etc.) and organization charts.

• Audited financial information for the past TWO (2) completed fiscal years that includes income statements, balance sheets, and statement of cash flows.


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• Privately held companies wishing to maintain confidential financial information must provide information detailing the company’s long-term stability. Please provide a current Dunn & Bradstreet report (D&B) as part of the Vendor proposal response.

• If the Vendor is proposing to use subcontractors on this project, please provide a response to the Company Background Form for each subcontractor, Vendor relationship with that firm and the specific services and/or products that the subcontractor will be providing on the project. A complete list of subcontractors is required. West Chester Township has the right to approve all sub-contractors of the Vendor at any time.

4.3 Application Software (Section 3)

The Vendor is required to provide a general description of the application program product and how it will meet requirements of this RFP.

The Vendor is required to provide a general description of the application program product and how it will meet requirements of this RFP. This section must address, at a minimum, the following items:

• Describe your overall proposed technology solution.

• Describe the product direction for the company, including time frames.

• Describe unique aspects of the Vendor's solution in the marketplace.

• Describe components of the solution that are industry standards versus being proprietary to the Vendor.

For all Third-party products:

• List all third-party products proposed,

• Reason that this product is a third-party product versus being part of the software Vendor’s solution

• Extent to which this third-party product is integrated with the Vendor’s solution.

4.4 Technical and Vendor Hosted / Cloud Information (Section 4, along with form in section 6.6)

The Vendor must complete the Technical and Vendor Hosting / Cloud Form in Form in the RFP FORMS attachment of this RFP and include it in this section of the response. The information will be used in the evaluation process. Vendors should identify where conflicts may exist between their solution and current technologies being used in West Chester Township as described in section 2.4. As West Chester Township is exploring vendor-hosted / cloud solutions, vendors should clearly define if their software product is a private or public vendor-hosted / cloud solution in the sections below.


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4.5 Implementation Plan (Section 5)

The Vendor is to provide an implementation plan in narrative format supported by an activity-level project plan using Microsoft Project that details how the proposed solution is to be implemented. This implementation plan should include the following elements:

• General Implementation Approach (Section 5.1)

• Project Management Approach (Section 5.2, along with form in the RFP FORMS attachment)

• Data Conversion and Migration Plan (Section 5.3)

• Data Analytics, Report and Form Development (Section 5.4, form in the RFP FORMS attachment)

• Integrations and Interfaces (Section 5.5)

• Training (Section 5.6, along with form in the RFP FORMS attachment)

• Organizational Change Management Approach (Section 5.7)

• Testing (Section 5.8, along with form in section 6.9)

• Operational Redesign Approach (Section 5.9)

• System Documentation and Manuals (Section 5.10)

• Disaster Recovery Plan (Section 5.11)

• Knowledge Transfer (Section 5.12)

The Vendor should not be constrained to only include the above items in the Vendor’s proposal response if the Vendor feels that additional elements may add value to the overall implementation. West Chester Township requests that the Vendor provide their work plan in a Microsoft Project format as part of the proposal response.

It is expected that the Vendor will lead the efforts in each of the implementation areas described below unless stated otherwise. Further details on what is to be provided as part of the Vendors proposed implementation plan are included in the following subsections.

4.5.1 General Implementation Approach (Section 5.1)

Provide a general overview of the implementation approach you plan to use for West Chester Township that includes addressing the following items:

• Describe how you transition from the sales cycle to the implementation phase of the project.

• Describe key differentiators of the approach as it relates to implementing a solution on time, within budget and with the ability to meet the needs of a diverse client like West Chester Township.

• Describe how you conclude on a preferred implementation phasing of software modules. What is your recommended approach for this implementation?


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• Describe your approach towards running parallel systems, if necessary.

Any unique tools, techniques or methods that you use should be described in this section.

4.5.2 Project Management Approach (Section 5.2)

As part of any significant engagement, West Chester Township employs a project management approach that is based on the Project Management Institute’s Project Management Body of Knowledge (PMBOK). West Chester Township would expect responding Vendors to adhere to such standards as part of the project. West Chester Township expects the Vendor to provide project management resources leading to the successful deployment of the system.

The project manager will work as a team member with West Chester Township’s project management office (“PMO”). This project manager can be an employee of the Vendor or a partner of the Vendor. In either case, the costs for the project manager should be clearly denoted in the pricing section of this RFP.

In addition to providing responses to the following items, the Vendor must complete the Project Management Approach Form in the RFP FORMS attachment of this RFP and include it in this section of the response.

• Provide an overall description of the Vendor project management approach towards this type of engagement and projected timing for major phases.

• Provide a high-level work plan for achieving the successful deployment of your proposed system.

4.5.3 Data Conversion and Migration (Section 5.3)

It is anticipated that data conversion will occur when migrating to the new application. The Vendor is expected to assist West Chester Township in the conversion of both electronic and manual data to the new system. It is expected that West Chester Township will be responsible for data extraction from current systems and data scrubbing and data pre-processing and that the Vendor will be responsible for overall data conversion coordination, definition of file layouts, and data import and validation into the new ERP. Please provide pricing for data conversions in the associated Microsoft Excel pricing spreadsheet.

• Describe your general approach towards data conversion and how you would work with West Chester Township to conclude on the data structure for the new system including what should be converted, based on industry standards and best practices.

• Please describe your organization’s recommended approach toward retention of legacy data.


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4.5.4 Data Analytics, Report and Form Development (Section 5.4)

For specific reporting requirements, it is anticipated that the Vendor will take the lead on developing any reports required as part of the initial deployment of the system. The Vendor is expected to provide specialized knowledge and information to West Chester Township staff during the development of needed reports, via technical training on the tools used for report development, database schema and architecture, etc. In addition to providing responses to the following items, the Vendor must complete the Report Development form in the RFP FORMS attachment of this RFP and include it in this section of the response.

Provide information on your reporting approach including:

• Description of various methods of reporting including Business Intelligence,

• Methods for West Chester Township to identify, specify, and develop required custom West Chester Township reports during the implementation.

4.5.5 Integrations and Interfaces (Section 5.4)

It is expected that information generally would need to be entered only once into the system. Modules within the system should be integrated in real-time with each other such that batch processes are not required to transfer information from one area of the system to another unless that is the preference of West Chester Township. Existing West Chester Township interfaces between core modules that may currently exist (e.g., AP posting to GL) or shadow systems that will likely be replaced are not included as they are assumed to be included in an integrated ERP System.

The Microsoft Excel pricing sheet contains a listing of current and/or desired application interfaces. Please provide pricing for interface development in the associated Microsoft Excel pricing spreadsheet.

In addition:

• Describe the extent to which the various modules are integrated together versus being purchased separately and interfaced

• Describe your approach towards interfacing and integration with other solutions including use of specific tools, methods and standards.

• Describe data exchange standards (e.g. XML, Web Services, or EDI) supported or provided by your product.

• As it pertains to West Chester Township’s current technical environment described previously, identify potential issues for integrating with specific technologies that are used within West Chester Township.

• If local customizations are made, do you provide any tools or assistance to easily incorporate customizations into new version/releases of your software?


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• Have you ever interfaced with West Chester Township applications listed with a migration plan of ‘interface’ in section? If so, include those references on the reference forms provided, in section 8 of your response.

• How do you track and manage changes to configuration? What is the proposed governance strategy for change control management?

• How do you define customization versus configuration?

The Microsoft Excel pricing spreadsheet contains a listing of current and/or desired West Chester Township application interfaces and their likely need in a future integrated environment. Provide pricing for interfaces in the associated Microsoft Excel pricing spreadsheet and explain how the integration maps the data from the old system to the new system.

4.5.6 Training (Section 5.5)

In addition to providing responses to the following items, the Vendor must complete the Training form in the RFP FORMS attachment of this RFP and include it in this section of the response.

• Train the Trainer Approach: The Vendor will incorporate a “train the trainer” approach where only key West Chester Township team leads will be trained through implementation on their modules and then they will train the remainder of West Chester Township staff in their respective areas.

o Specify expected number of training documents to be created o Specify responsibility of producing training materials, including both manuals, on-site

help and video support.

The Vendor should provide an overall description of the training method, including the following:

• General timeframes in which both types of training will be conducted

• The Vendor must list the nature, level, and amount of training to be provided for both options in each of the following areas:

o Technical training (e.g., programming, operations, etc.)

o User training

o Other staff (e.g., executive level administrative staff)

4.5.7 Organizational Change Management Approach (Section 5.6)

West Chester Township recognizes that a movement from the current environment to a new solution will require an active change management program. The Vendor should clearly identify their approach


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towards Organizational Change Management including any unique approaches or tools that will be used.

4.5.8 Testing (Section 5.7)

The Vendor should describe their recommended approach to the following types of testing that are anticipated to be performed on the project and the type of assistance they anticipate providing to West Chester Township related to such testing:

• System testing

• Integration testing

• Stress/performance testing

• User acceptance testing (UAT)

4.5.9 Operational Redesign (Section 5.8)

With the deployment of a new application, West Chester Township wishes to take advantage of capabilities within the software that provide support for operational improvements. Vendors are requested to describe their approach towards operational redesign including discussion on the optimal time in which to conduct redesign as it relates to implementation of the new software.

In addition, please describe your organization’s capabilities to assist in a West Chester Township-wide redesign of the chart of accounts to best leverage the capabilities of the system in order to meet West Chester Township’s overall financial tracking and reporting objectives.

4.5.10 System Documentation and Manuals (Section 5.9)

The Vendor is expected to provide user manuals and online help for use by West Chester Township as part of the initial training and on-going operational support. Additionally, the Vendor is expected to provide technical documentation.

• Describe what documentation (user guide, technical guide, training materials, etc.) is available on the system proposed and any related costs.

• Describe what types of documentation you anticipate developing during the project.

4.5.11 Disaster Recovery Plan (Section 5.10)

Please describe the services you provide around disaster recovery, if any, as part of your proposed solution.


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4.5.12 Knowledge Transfer (Section 5.11)

The Vendor should describe their process for ensuring that a transfer of knowledge occurs back to West Chester Township staff such that staff can support and maintaining the application in the most proficient manner once the Vendor implementation engagement is complete.

4.6 Staffing Plan (Section 6)

In addition to providing responses to the following items, the Vendor must complete the Staffing Plan form in the RFP FORMS attachment of this RFP and include it in this section of the response.

• The Vendor must detail the type and amount of implementation support to be provided (e.g., number of personnel, level of personnel, time commitment, etc.). Include resumes for all personnel that will be assigned to the project. If the Vendor is using a subcontractor, please include information on subcontracting staff being used and their specific role on the project.

• Please provide an overall project organizational structure for West Chester Township staff involvement during the project. Identify the roles and responsibilities of each component of this structure. This includes an appropriate governance structure in which to manage the project.

4.7 Ongoing Support Services (Section 7)

In addition to providing responses to the following items, the Vendor must complete the Ongoing Support Services form in the RFP FORMS attachment of this RFP and include it in this section of the response.

• Please specify the nature and conditions of any post-implementation support options including:

• Post-go live support that is included in the proposal response

• Onsite support (e.g. system tuning, application configuration, interface issues, report development, network optimization, user training and tips to optimize the user experience)

• Telephone support,

• Help Desk services (If there is a service level agreement for your help desk, please provide a copy with your RFP response.)

• Toll-free support line and hours of operation

• Users group (i.e. - information about it, where it is held and when. If no, are you planning one?

• Online knowledgebase (i.e. – how it is accesses, who updates it, etc.)

• Describe your maintenance programs and options with associated pricing.


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• Describe and provide pricing for any “software as a service” (SaaS) model that you offer (where there is no up-front license fee, but instead a monthly charge which may include maintenance).

4.8 Client References (Section 8)

The Vendor must provide at least five local government references (preferably one from Ohio) from clients that are similar in size and complexity to West Chester Township. The format for Vendor references is provided in Client Reference form in the RFP FORMS attachment of this RFP of this RFP. In addition, West Chester Township requests a listing of all municipal clients, and at least one reference must be a vendor hosted / cloud deployment. If the vendor is proposing a third-party solution to accommodate Core/required scope, the vendor must include at least one reference where you have successfully integrated with the third-party solution previously for a similar project/scope.

4.9 Subscription and Maintenance Agreements (Section 9)

Sample subscription and maintenance agreements must be provided in this part of the Vendor's response for all components of the recommended solution. Indicate the basis on how subscription fees are determined.

• How are local customizations or configurations maintained when installing new releases of the Vendor’s software? Describe the level of support that the Vendor provides to West Chester Township for identifying, validating, and testing scripts related to the latest software release.

4.10 Exceptions and Deviations (Section 10)

If the Vendor finds it impossible or impractical to adhere to any portion of these specifications and all attachments, it shall be so stated in its proposal, with all deviations grouped together in a separate section entitled, “exceptions/deviations from proposal requirements.” This section will be all-inclusive and will contain a definition statement of each and every objection or deviation with adherence to specific RFP sections. Objections or deviations expressed only in other parts of the proposal, either directly or by implication, will not be accepted as deviations, and the Vendor in submitting a proposal, will accept this stipulation without recourse.

4.11 Other Required Forms and Attachments (Section 11)

Please provide all forms in this section:

This section contains various forms that should be prepared and submitted along with the Vendor’s proposal. The intent of providing such forms is to ensure comparability between proposals. Included in this section are the following forms:


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• Proposal Signature Form

• Non-Collusion Affidavit

• Exemption Vendor Letter

• ACH Authorization Form

• IRS W-9

• Independent Contractor/Worker Acknowledgement

• Minimum Criteria

• Company Background Form*

• Technical and Vendor Requirements Form

• Project Management Approach Form

• Report Development Form

• Training Form

• Staffing Plan Form

• Ongoing Support Services Form

• Client Reference Form

• Pricing Forms

• Copy of your Independent Service Auditor’s Opinion Letter from your most recent SSAE 16 Type II audit.

* If a vendor is including a sub-contractor in their proposal response, each sub-contractor must complete this form.

4.12 Addenda (Section 12)

Include all original, signed copies of addenda in this section.

4.13 Separate Sealed Cost Proposal

One (1) copy of the cost proposal shall be submitted in a separate file, with the technical proposal. The cost proposal response shall include the completed cost worksheets that have been provided in Microsoft Excel.


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• West Chester Township will not consider time and materials pricing. Vendors shall provide firm and fixed pricing based on the functionality described. For each item, indicate if the cost is one-time, annual, or other.

• The Vendor shall provide price information for each separate component of the proposed solution, as well as the costs of any modifications necessary to fully comply with the RFP specifications.

• In the event the product or service is provided at no additional cost, the item should be noted as "no charge" or words to that effect.

• In the event the product or service is not being included in the Vendor proposal, the item should be noted as "no bid".

• Vendors shall provide all pricing alternatives in these cost sheets.

• Vendor shall provide prices in U.S. dollars.

• Vendor shall make clear the rationale and basis of calculation for all fees.

• Vendors shall show separate subtotals for the required elements of the proposed solution, and for any layers of optional elements.

In presenting software subscription fees, the Vendor shall:

• Explain all factors that could affect subscription fees;

• Indicate which product versions, operating platform(s), and machine classes are included for each price;

• Indicate whether a product is for “server” or “client,” as applicable; and,

• Make clear the extent of any implementation services that are included in the subscription fees (installation, configuration, training, etc.)

To the extent possible, Vendors shall show any applicable discounts separately from the prices for products and services. The Vendor is encouraged to present alternatives to itemized costs and discounts, such as bundled pricing, if such pricing would be advantageous to West Chester Township.

West Chester Township reserves the right to pursue direct purchase of all items and services proposed, as well as to obtain independent financing.


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5 Functional Requirements

5.1 Introduction

The requirements in this section contain the desired functionality of the requested software solution.

Identified in the attached Excel spreadsheet are the requirements/specifications that must be addressed by the Vendor's proposal. These requirements are mandatory in implementing the solution as defined in section Error! Reference source not found.. Vendors must replace cells G2 in the instructions tab with the Vendor’s Company Name which will be repeated for each subsequent module.

Note that the General and Technical requirements are not prioritized in this way, so they are weighted equally.

Vendors should review the specifications listed and respond with their availability within the Vendor’s proposed solution. The responses should be entered under the Availability column of each form as follows:

Y

Functionality is provided out of the box through the completion of a task associated with a routine configurable area that includes, but is not limited to, user-defined fields, delivered or configurable workflows, alerts or notifications, standard import/export, table driven setups and standard reports with no changes. These configuration areas will not be affected by a future upgrade. The proposed services include implementation and training on this functionality, unless specifically excluded in the Statement of Work, as part of the deployment of the solution.

R Functionality is provided through reports generated using proposed Reporting Tools.

T Functionality is provided by proposed third-party functionality (i.e., third-party is defined as a separate software Vendor from the primary software Vendor). The pricing of all third-party products that provide this functionality MUST be included in the cost proposal.

M

Functionality is provided through customization to the application, including creation of a new workflow or development of a custom interface, that may have an impact on future upgradability. The pricing of all modifications identified in the functional requirements MUST be included in the cost proposal.

F Functionality is provided through a future general availability (GA) release that is scheduled to occur within 1 year of the proposal response.

N Functionality is not provided


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Use the Cost column for “M” or “F” responses to estimate the cost to be incurred by West Chester Township to secure the specification, if necessary. Use the Comment column to provide additional comments pertaining to your response for that item.

The Required Product(s) column is to be used to specify what product (e.g., product name or software module) is proposed.

Vendors proposing a multi-product solution should complete a General and Technical module specification response for each product.

Please note: The response to these requirements should be provided in the exact format as provided (e.g., no additional macros, formulas, additional columns, modifications, passwords, etc.). Failure to do so can result in disqualification of the entire proposal.


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5.2 Proposal Signature Form

The undersigned, as authorized proposal responder, declares that he/she has carefully examined all the items of the Specifications and Instructions herein that he/she fully understands and accepts the requirements of the same, and he/she agrees to furnish the specified items and will accept, in full payment therefore, the amount specified below. The proposal responder will identify below its business entity as individual, DBA, partnership, corporation (foreign or domestic), and will indicate the official West Chester Township of person(s) executing this proposal.

Proposals shall include installation services, and the successful respondent shall obtain all required permits and pay fees required.

State payment terms:

State term proposal is held firm for:

State warranty on equipment:

State maximum time required for shipping, F.O.B. West Chester Township:

PROPOSAL: Enterprise Resource Planning Software and Implementation Services

Firm Name: Date:

Address:

Telephone:

Signature:

(Person executing response and official capacity)

(Names of principal officers: (If partnership or assumed name,


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designate official capacity) indicate name of owners)


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5.3 Non-Collusion Affidavit

THE AFFIDAVIT SET FORTH BELOW MUST BE EXECUTED ON BEHALF OF THE VENDOR AND FURNISHED WITH EVERY PROPOSAL

NON-COLLUSION AFFIDAVIT

STATE OF: ___________________

TOWNSHIP OF: ________________

TAX ID NUMBER: _________________

____________, being duly sworn, deposes and says he/she is the ______________ (Name) (Title)

Of _____________________________________________ the proposal responder that has (Company)

submitted to West Chester Township a proposal for an Enterprise Resource Planning System and Implementation Services all as fully set forth in said proposal and that except as specified below, the aforementioned proposal responder constitutes the only person, firm, or corporation having any interest in said proposal or in any contract, benefit, or profit which may, might or could accrue as a result of said proposal, said exceptions being as follows:

________________________________________________________________ (If no exceptions, please state)

Vendor further states that said proposal is, in all respects, fair and is submitted without collusion or fraud; and that no member of West Chester Township is directly or indirectly interested in said proposal.

___________________________________ (Affiant)

SWORN TO and subscribed before me, a Notary Public, in and for the above-named State and West Chester Township

this _________________ day of ___________, _________(Day) (Month) (Year)

_____________________________ (Notary Public)


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5.4 Minimum Criteria

As noted in section 2.11 of this RFP, proposed solutions MUST meet all of the following requirements. Proposals not meeting these requirements will be rejected. Vendors should acknowledge acceptance of these terms and include the following checklist in their RFP response.

Minimum Criteria Yes/No

Minimum Client Software Installations

Must have provided software for at least one previous municipality of similar size complexity, and scope.

RFP Response

RFP response is submitted by the due date and time.

Response Authorization

The RFP response is signed by an authorized company officer.

Response Completeness

Vendor complied with all instructions in the RFP and provided a response to all items requested with sufficient detail, which provides for the proposal to be properly evaluated.


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6 Contract Terms and Conditions

The contractual terms and conditions will be fully negotiated after a vendor is selected by West Chester Township (the “West Chester Township”). Responses to the contract terms outlined in this section may be considered in the selection process and such terms shall be included in the final contract between West Chester Township and the Vendor (the “Agreement”). For purposes of these terms and conditions, the term “Vendor” means the vendor responding to this RFP and all such terms shall apply to any Subcontractor of the Vendor. Use of the term “Exhibit <##>” throughout these contract terms refers to supplemental documents that West Chester Township expects will be included in the final contract package.

The following contract terms and conditions, substantially in the form contained herein, are expected to be agreed to by the vendors as part of contract negotiations. West Chester Township may choose to add additional terms and conditions during final negotiations. Exceptions must be explicitly noted in the Vendor Proposals using the checklist forms provided in the RFP. Lack of exceptions listed on the checklist forms shall be considered acceptance of all the terms and conditions as presented in this RFP.

6.1 General Terms & Conditions

6.1.1 Scope of Agreement

West Chester Township agrees to subscribe to the software detailed in Exhibit <##> (“Software”) and receive the services detailed in the Statement of Work detailed in Exhibit <##> (“Services”). Vendor agrees to provide Software and Services (the “Solution”), subject to the terms and conditions stated in this Agreement including all Exhibits. Payment for such services shall be per Exhibit <##> and shall not exceed the total amount included in Exhibit <##> without the prior written consent of West Chester Township. West Chester Township, without prior and mutual written agreement, will incur no other service costs. The service costs in Exhibit <##> are inclusive of all services described in the Statement of Work included as Exhibit <##>. West Chester Township agrees to provide server, desktop and other hardware and configuration based on Vendor’s recommendation per Exhibit <##>. Each of the Exhibits identified in the Agreement are incorporated by reference into this Agreement.

6.1.2 Entire Agreement Clause

This Agreement, including exhibits, appendices, and referenced attachments, constitutes the entire Agreement between West Chester Township and Vendor and supersedes all proposals, presentations, representations, and communications, whether oral or in writing, between the parties on this subject.


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6.1.3 Applicable and Governing Law Clause

Compliance with other laws and certification of eligibility to contract. The execution of this Agreement with West Chester Township shall be considered an executed certification that the Vendor shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, as amended during the contracting period, and any orders and decrees of any court or administrative bodies or tribunals in any matter affecting the performance of the Agreement, including without limitation, immigration laws, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When requested, the Vendor shall furnish West Chester Township with satisfactory proof of its compliance within 10 days or this Agreement shall automatically void unless West Chester Township waives this provision in writing within 15 days of its request.

6.1.4 Wording Conflicts

Should there be a conflict in wording between the Agreement and Vendor’s RFP response, the Agreement shall prevail.

6.1.5 Standard Forms and Contracts

Any forms and contracts the Vendor(s) proposes to include as part of any agreement resulting from this proposal response between the Vendor(s) and West Chester Township must be submitted as part of this proposal. Any forms and contracts not submitted as part of the proposal and subsequently presented for inclusion may be rejected. West Chester Township reserves the right to accept or reject in whole or in part any form contract submitted by a vendor and/or to require that amendments be made thereto, or that an agreement drafted by West Chester Township be utilized. This requirement includes, but is not limited to, the following types of forms: sub-vendor, franchise, warranty agreements, maintenance contracts, third party licenses and support agreements. West Chester Township will negotiate any and all contracts/agreements and prices/fees with the Vendor, if doing so is deemed in the best interest of West Chester Township.

6.1.6 Term and Termination Clause

• For Cause other than for Non-Performance. In the event that either party shall materially breach the terms and conditions of this Agreement, the aggrieved party may notify the other party in writing via certified mail of such failure and demand that the same be remedied within 20 business days. Should the defaulting party fail to remedy the same within said period, the other party shall thereupon have the right to terminate this Agreement by giving the other party 30 days written notice.


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• In the event the Township terminates this Agreement for the default of Vendor, Vendor shall not be entitled to any further payment under this Agreement. Vendor shall be liable to the Township for all costs incurred as a result of Vendor’s default (including attorney’s fees and litigation expenses). If the amount of such costs exceeds the balance of the contract at the time of default, Vendor shall pay the Township such excess costs within ten days of demand by the Township for such payment.

For Cause: Non-Performance. In the event that West Chester Township determines that Vendor is not performing in a manner consistent with the intent and spirit of this Agreement or in a manner consistent with commonly accepted business practices, then West Chester Township shall have the right to, in the sequence shown: (a) formally notify Vendor of non-performance, (b) reserve the right to withhold any and all payments pending, including support and maintenance fees, until the non-performance is corrected, (c) request a joint meeting of Vendor and West Chester Township decision makers to attempt to resolve the non-performance, (d) require a Vendor employee to be on-site at West Chester Township’s location until the non-performance is resolved, (e) request mediation of the non-performance dispute in to be held within West Chester Township’s jurisdictional limits; (f) invoke the Termination clause herein if the non-performance issues is not resolved to West Chester Township’s sole satisfaction within 60 days of placing the Vendor on notice of the issue.

No Cause. Notwithstanding the foregoing, West Chester Township may, at any time and for any reason, terminate this Agreement by giving 60 days’ notice in writing via certified mail to Vendor. Vendor shall not be entitled to any fees or reimbursable expenses other than the fees and reimbursable expenses then due and payable as of the time of termination and only then for those services that have been timely and adequately performed by the Vendor considering the actual costs incurred by the Professional in performing work to date of termination, the value of the work that is nonetheless usable to West Chester Township, the cost to West Chester Township of employing another Vendor to complete the work required and the time required to do so, and other factors that affect the value to West Chester Township of the work performed at time of termination. Termination under this paragraph shall not relieve the Vendor of any obligation or liability that has occurred prior to cancellation.

Failure to Fund. If West Chester Township’s governing body does not appropriate funds to make any payment for a fiscal year after West Chester Township’s fiscal year in which the contract becomes effective and there are no proceeds available for payment from the sale of bonds or other debt instruments, then this Agreement shall automatically terminate at the beginning of the first day of the successive fiscal year. <client’s statutory requirement>.


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Dispute Resolution. The parties agree that any dispute related to or arising out of this Agreement shall first be subject to mediation under the American Arbitration Rules of Mediation and shall be held in Butler County, Ohio. Any dispute not resolved through mediation shall be subject to litigation exclusively in the Court of Common Pleas for Butler County, Ohio. Vendor expressly agrees it shall be subject to the personal jurisdiction of such court.

6.1.7 Indemnification

Vendor shall indemnify, save harmless and defend West Chester Township, its officers, agents, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney’s fees and any and all other costs or fees (whether grounded in Constitutional law, Tort, Contract, or Property Law, or raised pursuant to local, state or federal statutory provision), arising out of the performance of the resulting agreement and/or arising out of a willful or negligent act or omission of the Vendor, its officers, agents, and employees. It is understood and agreed that the Vendor and any employee or sub-Vendor of Vendor shall not be considered an employee of West Chester Township. The Vendor shall not be within protection or coverage of West Chester Township’s workers’ compensation insurance, health insurance, liability insurance or any other insurance that West Chester Township from time to time may have in force and effect. West Chester Township specifically reserves the right to reject any and all Vendor’s employees, representatives or sub-Vendors and/or their employees for any cause, should the presence of any such person on West Chester Township property or their interaction with West Chester Township employees be found not in the best interest of West Chester Township, harassing, or is found to interfere with the effective and efficient operation of West Chester Township’s workplace.

6.1.8 Insurance

Insurance.

The Vendor must have adequate insurance, for damage or loss, for all equipment and other valuables until such time as West Chester Township receives good and clear title. In defining insurance coverage, the Vendor shall secure full replacement value for the system without the requirement that West Chester Township be responsible for any payments or deductibles. In the event that it is necessary to make a claim under this policy, any funds received by the Vendor shall be used to secure replacement equipment for West Chester Township.

West Chester Township, at its option, may require the Vendor to provide certificates describing, to the satisfaction of West Chester Township, evidence of proper (as required by the state of Ohio) workers compensation and liability insurance for all Vendor staff and representatives involved in the provision of Services by Vendor. West Chester Township shall be named as a primary additional insured without


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any contribution from any insurance or self-insurance of West Chester Township, unless prohibited by Ohio Statutes.

The Vendor agrees to hold harmless and defend West Chester Township and its agents, officials and employees from any liability, claim, or injury related to or caused by fault or negligence of Vendor employees or sub-vendors. The Vendor’s obligation to hold the defend and hold the Township harmless shall not be limited by any insurance the Vendor is obligated to provide.

The Vendor shall maintain the following insurance for the duration of the Agreement and as set out below:

a. Worker’s Compensation Insurance in the amount of statutory limits. b. Employer’s Liability Insurance, written on an “occurrence” basis, with limits of liability not less than $1,000,000 per person/$1,000,000 per occurrence, and with a deductible no greater than $25,000. c. Commercial General Liability Insurance, including Contractual Liability Coverage, Products and Completed Operations Coverage and Broad Form Property Damage, written on an “occurrence” basis, with limits of liability of no less than $1,000,000 per occurrence/$2,000,000 general aggregate, and with a deductible no greater than $25,000 arising out of or in connection with the negligent acts, errors or omissions of Contractor or any of its agents, employees, representatives, and subcontractors in connection with carrying out their responsibilities under this Contract. d. Automobile Liability and Uninsured and Underinsured Motorists Insurance including owned, leased and non-owned vehicles, written on an occurrence basis, with limits of liability no less than (a) Bodily Injury: $500,000 per person/$500,000 per occurrence; and (b) Property Damage: $500,000 per occurrence. e. Contractor and all subcontractors and all of their agents, employees, and representatives shall comply with all requirements of the workers’ compensation laws of the states in which Contractor’s Work is located. In addition, Contractor and all subcontractors shall carry Employer’s Liability Insurance covering all operations and Contractor’s Work hereunder. Evidence of compliance with this subsection shall be provided to Owner before the Commencement Date of Contractor’s Work.


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Coverages, whether written on an occurrence basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. The Contractor shall include Owner as an additional insured to the Commercial General Liability, and Automobile Liability and Uninsured and Underinsured Motorists by causing amendatory riders to be attached to such policies. The insurance coverage afforded under these policies shall be primary to any insurance independently carried by Owner.

The insurance policy shall be initiated prior to the installation of the system and maintained until Final Acceptance of the system by West Chester Township according to the prescribed procedures. The Vendor shall furnish to West Chester Township a copy of the insurance policy and all subsequent changes or updates. An endorsement or statement waiving the right of cancellation or reduction in coverage unless ninety (90) days prior written notice is given to West Chester Township by registered or certified mail shall be included.

Insurance Options.

General Liability limits may be attained by individual policies or by a combination of underlying policies with umbrella and/or excess liability policies.

Notify Your Insurance Agent.

Vendor may prevent unnecessary follow up resulting from incomplete insurance certificates, by sending or faxing a copy of these insurance requirements to Vendor's agent when requesting an insurance certificate.

6.1.9 Public Information Act

Vendor acknowledges that West Chester Township is subject to the Ohio Public Records Act. Vendor shall comply with the Ohio Public Records Act in all respects and shall not restrict or otherwise inhibit West Chester Township from complying. Any provision in the Agreement that attempts to prevent West Chester Township’s disclosure of information that is subject to public disclosure under federal or Ohio law or regulation, or court or administrative decision or ruling, is invalid.

6.1.10 Title and Confidentiality

Title and full rights to the Software under this agreement, including, without limitation, all intellectual property rights therein and thereto, and any copies Client make, remain with Vendor. It is agreed the Software is the proprietary, confidential, trade secret property of Vendor, whether or not any portions


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thereof are or may be copyrighted, and Client shall take all reasonable steps necessary to protect the confidential nature of the Software, as Client would take to protect its own confidential information. Client further agrees that Client shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees or agents working for Client to whom such disclosure is necessary to the use for which rights are granted hereunder. Client shall appropriately notify all employees, and agents to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. The obligations imposed by this section upon Client, its employees, and agents, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if Client is required to disclose or make the Software available to a third party or to a court if the Software is required to be disclosed pursuant to Ohio "open records" law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced.

6.1.11 Identification of Parties to the Agreement Clause; Assignment

Both the Vendor and West Chester Township shall be clearly identified by name. Neither of the identified parties to the Agreement shall assign or encumber any of its rights, or delegate or subcontract any of its duties defined in the Agreement, in whole or in part, to other third parties unless the other party to the Agreement gives prior written consent. Subject to the foregoing covenant against assignment and delegation, the rights created by the Agreement shall pass to the benefit of the identified party and the duties and obligations resulting from the Agreement shall bind the identified party and their respective successors and assignees.

6.1.12 Survival Clause

All duties and responsibilities of any party that, either expressly or by their nature, extend into the future, shall extend beyond and survive the end of the contract term or termination of this Agreement.

6.1.13 Effect of Regulation

Should any local, state, or national regulatory authority having jurisdiction over West Chester Township enter a valid and enforceable order upon West Chester Township which has the effect of changing or superseding any term or condition of this Agreement, such order shall be complied with, but only so long as such order remains in effect and only to the extent actually necessary under the law. In such event, this Agreement shall remain in effect, unless the effect of the order is to deprive West Chester Township of a material part of its Agreement with the Vendor. In the event this order results in depriving West Chester Township of material parts or raising their costs beyond that defined in this Agreement, West Chester Township shall have the right to rescind all or part of this Agreement (if such a rescission is practical) or to end the Agreement term upon ninety (90) days written prior notice to the


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Vendor. Should the Agreement be terminated under such circumstances, West Chester Township shall be absolved of all penalties and financial assessments related to cancellation of the Agreement.

West Chester Township shall not be charged for such compliance beyond the cost of the annual [maintenance and support fees] [subscription fees]. West Chester Township shall also not be charged for analysis, investigation, design, programming, conversion, or implementation of such compliance beyond the cost of the annual [maintenance and support fees] [subscription fees].

6.1.14 Vendor as Independent Contractor

It is expressly agreed that the Vendor is an independent contractor, not an agent of West Chester Township and no principal agent of employer-employee relationship is created by the Agreement. The Vendor shall not pledge or attempt to pledge the credit of West Chester Township or in any other way attempt to bind West Chester Township.

6.1.15 Advertisement

Vendor shall not use, in its external advertising, marketing programs, or other promotional efforts, any data, pictures, or other representation of West Chester Township unless Vendor receives specific written authorization in advance from West Chester Township. Vendor will limit and direct any of its advertising on West Chester Township’s premises and shall make arrangements for such advertising through West Chester Township. Vendor shall not install any signs or other displays within or outside of West Chester Township’s premises unless in each instance the prior written approval of West Chester Township has been obtained. However, nothing in this clause shall preclude Vendor from listing West Chester Township on its routine West Chester Township list for matters of reference.

6.1.16 Pricing

All prices for Vendor's Software and Services hereunder are firm for the term of the Agreement. West Chester Township shall pay Vendor for satisfactory performance of the Software and Services specified in this Agreement, the sums in accordance with Vendor’s response to West Chester Township’s RFP, this Agreement and any related addenda. West Chester Township reserves the right to delay the purchase of Software components (“Modules”) and related Services. The Modules subject to this price protection are included in Exhibit <##>.

6.1.17 Right to Withhold Payment

If the Vendor breaches any provision of this Agreement, West Chester Township shall have a right to withhold all payments due to the Vendor until such breach has been fully cured.


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6.1.18 Non-Collusion

Vendor hereby represents and agrees that it has in no way entered into any contingent fee arrangement with any firm, employee of West Chester Township, or other person or entity concerning the obtaining of this Agreement. In addition, Vendor agrees that a duly authorized Vendor representative will sign a non-collusion affidavit, in a form acceptable to West Chester Township that Vendor has not received from West Chester Township any incentive or special payments, or considerations not related to the provision of the Software and Services described in this Agreement.

6.1.19 Conflict of Interest

The Vendor shall not employ as a director, officer, employee, agent, or subcontractor any elected or appointed official of West Chester Township or any member of his/her immediate family.

6.1.20 Vendor Merger or Acquisition

In the event that the Vendor is merged or acquired, the acquiring entity shall honor all of the terms of the existing contract for ten (10) years or until the end of the present Agreement term, whichever is longer.

6.1.21 Abandonment or Default

A Vendor who abandons or defaults the work on the contract and causes West Chester Township to purchase the services elsewhere may be charged for any increased cost of goods, materials and/or services related thereto and shall be considered disqualified in any re-advertisement of the service and may not be considered in future bids for the same type of work for a period of three years for the same scope of work, goods or services.

6.2 Software

6.2.1 Grant of Right to Use Software

Vendor hereby grants to West Chester Township a nonexclusive, nontransferable, [perpetual license][subscription] to use the Software described in Exhibit <##> solely for internal business purposes on a central processing unit owned, leased or otherwise used by West Chester Township and/or its designated service provider.


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6.2.2 Documentation

Vendor shall deliver to West Chester Township ten (10) complete copies of the user documentation describing the functionality and operation of the Software and technical documentation describing the technical support procedures to assist with the on-going support of the Software (“Documentation”), including an electronic version with the ability to modify to the needs of West Chester Township. Vendor agrees that Documentation provided with the Software will be updated to reflect any Customizations contracted by West Chester Township with Vendor. West Chester Township shall have the right to make as many additional copies of the Documentation for its own use as it may determine.

6.2.3 Software Warranty

Vendor represents and warrants that it has the right to grant the license set forth under this Agreement. Vendor further represents and warrants that it has good and marketable title to the Software sold hereunder free and clear from all liens, encumbrances, and claims of infringement of patent, copyright, trade secret or other proprietary rights of third parties. Vendor further represents and warrants that neither the Software in the form delivered by Vendor to Client, nor any modifications, enhancements, updates or upgrades thereto, nor the normal use thereof by Client, will infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party.

In the event that any third party makes a claim or files a lawsuit challenging Client's right to use the Software, Vendor shall defend and indemnify Client and hold it harmless for any and all losses, liabilities, judgments, damages, awards and costs (including legal fees and expenses) arising out of said claim or lawsuit, and for any monies paid in settlement thereof. Provided, however, that Vendor shall have the sole and exclusive right to select and retain counsel for Client in connection with the defense thereof and shall make all decisions relating to the conduct of the Client's defense and any settlement made on behalf of Client. In resolving any such infringement claim, Vendor shall, in its reasonable discretion, either procure a license to enable Client to continue to use the Software or develop or obtain a non-infringing substitute acceptable to Client at Vendor’s cost.

Vendor represents and warrants that the Software and related products as described with this Agreement will perform in accordance with all Documentation, Contract Documents, Vendor marketing literature, and any other communications attached to or referenced in this Agreement.

Vendor represents and warrants that the Software and related products, including all modifications contracted under the terms of this Agreement, will meet the requirements of Client as set forth in the Contract Documents.

Client has: (i) presented detailed technical specifications of the particular purpose for which the Software is intended, (ii) provided detailed descriptions and criteria of how the Software can be defined to accomplish particular purpose, and (iii) defined the exact procedures and techniques to be employed


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in testing whether the Software has achieved the defined performance of this particular purpose. Given this advanced preparation concerning, and documentation about, Client’s particular purpose, Vendor, at the time this Agreement is in force, has (#) reason and opportunity to know the particular purpose for which the Software is required, (#) that Client is relying on Vendor’s experience and knowledge of the Software to identify those components which are most suitable and appropriate, and (#) that Client is relying on Vendor’s experience and knowledge to identify the appropriate Services that will assist in making the Software operational. Therefore, Vendor warrants that the Software including all products included in this Agreement are fit for the purposes for which they are intended as described in the Contract Documents.

Vendor represents and warrants that all Software products provided under this Agreement are compatible with and certified for use and operation in Client’s operating environment. Furthermore, Vendor acknowledges that it has reviewed the hardware system ordered by Client and represents and warrants that such hardware system as defined in Exhibit <##> is sufficient for Client’s current and reasonably projected use, including account and transaction volumes.

6.2.4 Patents, Copyrights, and Proprietary Rights Indemnification

The Vendor, at its own expense, shall completely and entirely defend West Chester Township from any claim or suit brought against West Chester Township arising from claims of violation of United States patents or copyrights resulting from the Vendor or West Chester Township’s use of any equipment, technology, documentation, and/or data developed in connection with the Services and Software (together the Solution) described in this Agreement. West Chester Township will provide the Vendor with a written notice of any such claim or suit. West Chester Township will also assist the Vendor, in all reasonable ways, in the preparation of information helpful to the Vendor in defending West Chester Township against this suit.

In the event that West Chester Township is required to pay monies in defending such claims, resulting from the Vendor being uncooperative or unsuccessful in representing West Chester Township's interest, or in the event that West Chester Township is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Vendor agrees to fully reimburse West Chester Township for all monies expended in connection with these matters. West Chester Township retains the right to offset against any amounts owed Vendor any such monies expended by West Chester Township in defending itself against such claims.

Should a court order be issued against West Chester Township restricting West Chester Township's use of any portion of the Software related to the claim and should the Vendor determine not to further appeal the claim issue, at West Chester Township's sole option the Vendor shall provide, at the Vendor's sole expense, the following:


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• Purchase for West Chester Township the rights to continue using the contested Software or portions thereof which may include purchase of a third-party software product, or

• Provide substitute software products and related services to West Chester Township which are, in West Chester Township's sole opinion, of equal or greater quality, or

• Refund all monies paid to the Vendor for the Solution subject to the court action. The Vendor shall also pay to West Chester Township all reasonable losses related to the Solution and for all reasonable expenses related to the installation, implementation and conversion to the new Solution.

6.2.5 Liability for Software Vendor Infringement

The Vendor will reimburse West Chester Township for all costs related to infringement (not “finally awarded”). There shall be no limit of liability on behalf of the Vendor if the Software is determined to be infringing.

6.2.6 Software Interfaces

West Chester Township has the right to develop interfaces to, and/or database applications that integrate with, the licensed Software using Vendor’s recommended database and development tools without voiding the terms or warranties herein.

6.2.7 Right to Outsource

Software [licensed][subscribed] to West Chester Township may be used by a third-party vendor hired by West Chester Township to perform outsource services on West Chester Township’s behalf.

6.2.8 Use of Software by Personnel Who Are Not Employees

West Chester Township’s consultants, Vendors, external customers, and business partners may access and use the Software under West Chester Township’s direction.

6.2.9 Disaster Recovery & Disaster Recovery Testing

There will be no additional software costs to process at another site in the event of a disaster that shuts down the primary location where the Software is hosted or for testing at the disaster recovery site.

6.2.10 Vendor Violation of Laws/Whistleblower Protection

In the event the Vendor is merged or acquired, the acquiring entity shall honor all of the terms of the existing contract for ten (10) years or until the end of the present Agreement term, whichever is longer.


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Where there has been a conclusive finding that Vendor has violated Federal, State, or Local equal opportunity statutes, ordinances, rules/regulations, or policies, Vendor shall be barred from providing goods and services to the Client for five (5) years from the date that a determination of the violation has been made in accordance with applicable statutes, ordinances, rules/regulations, or policies or from the date that such determination becomes known, unless a specific exemption is granted by the Client’s governing body.

Any violation of Federal, State, or Local equal opportunity statutes, ordinances, rules/regulations, or policies during the course of time during which Vendor is providing Software or Services to the Client shall be regarded as a material breach of the Agreement between the Client and the Vendor, and the Client may terminate such Agreement effective as of the date of delivery of written notification to the Vendor.

Any employee of Vendor providing goods and services to the Client under his Agreement, or any employee of a subcontractor of Vendor providing goods and services to the Client under this Agreement, or any bona fide organization representing such employees may file a written complaint with the governing body or its designated agent, if any, challenging the compliance by Vendor with the terms of this policy, the governing body or its designated agent shall then conduct an investigation to determine whether the policy has been violated.

Any Vendor found to have retaliated in violation of a Federal or State law against an employee for filing a claim of violation of Federal, State, or Local equal opportunity statutes, ordinances, rules/regulations, or policies shall be ineligible to provide any goods or services to the Client for a period of five (5) years from the date of such finding.

6.3 Software Maintenance and Support

6.3.1 Extended Services

For as long as West Chester Township pays the subscription fees (“Annual Fees”) delineated in Exhibit <##>, Vendor will provide West Chester Township with maintenance and support services (“Extended Services”) with respect to the Software. Such Extended Services shall consist of the following:

A. Vendor shall provide maintenance for the Software necessary to ensure its operation in material conformance with all Documentation, Contract Documents and all representations and warranties set forth herein.


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B. Vendor shall provide West Chester Township with any revisions, updates and enhancements of the Software, together with related documentation, during the period in which enhancement and support services under this Agreement are furnished.

C. Vendor agrees that the rates specified for Extended Services shall remain in effect for a period of minimally two (#) years from initial contract signing.

D. Vendor agrees not to assign its Extended Services obligations as contemplated herein, without prior written authorization of West Chester Township, which will not be unreasonably withheld. Vendor will not utilize subcontractors for any Extended Services provided herein without the express written authorization of West Chester Township.

6.3.2 Resolution and Response Time Warranty

Vendor warrants that all Resolution and Response Times delineated below shall be adhered to as follows:

Priority 1 support issues are defined as: Mission Critical – Software is down /undiagnosed but feared critical; situation may require a restore and Software use is suspended until a diagnosis is given.

• Response to first call time limit – within two (2) business hours.

• Resolution time limit – Vendor shall use its best efforts to resolve within one (1) business days.

• If Vendor and West Chester Township are on a support telephone call to resolve a Priority 1 support issue at the time that normal support hours end, Vendor support representatives will remain on the call past the normal support hours to provide what assistance can be provided at no additional cost. West Chester Township acknowledges that programmers will not be available at that time.

• Penalty for not adhering to time limits - West Chester Township shall receive a ten percent (10%) credit against the Annual Fees, per incident.

Priority 2 support issues are defined as: Critical Issue – Software is not down, but operations are negatively impacted.

• Response to first call time limit – within four (4) business hours.

• Resolution time limit – Vendor shall use its best efforts to resolve within two (2) business days.



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Priority 3 support issues are defined as: Non-Critical Issue – resolution period to be mutually agreed upon.

• Response to first call time limit – within twelve (12) business hours.

• Resolution time limit – Vendor shall use its best efforts to resolve within four (4) business days.


6.3.3 Termination of Annual Maintenance and Support

West Chester Township may cancel Extended Services upon ninety (90) day notification to the Vendor.

Extended Services may be reinstated by West Chester Township at an amount not to exceed the back fees that would have been due if Extended Services had not been dropped. In the event of reinstatement of Extended Services, West Chester Township shall not be forced to move to a new [license][subscription] model.

The Vendor shall give West Chester Township at least six (6) months’ notice before unilaterally canceling Extended Services. In addition, the Vendor shall continue to support the Software as long as it is supporting such Software for other customers of Vendor.

6.3.4 Federally Mandated Changes

Vendor shall supply West Chester Township with all federally mandated changes to Vendor’s Software. Vendor will make a good faith effort to provide West Chester Township with these changes within ninety (90) days of their enactment dates prescribed by the aforementioned bodies. In the event that Vendor is unable to supply these changes within ninety (90) days of the enactment, West Chester Township will be credited a prorated share of the Annual Fees for every week Vendor is tardy in delivering the required change.

6.3.5 Future Releases/Upgrades

West Chester Township shall be entitled to future releases and upgrades, whether of a “minor” or major” nature, of Software for no additional cost beyond the Annual Fees delineated in Exhibit <##>.

6.3.6 Solution Longevity

The Vendor certifies that the Software will remain available and fully supported by Vendor for a minimum of five (5) years from the date the Agreement is signed and that any material changes to


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Vendor’s company or products will not affect West Chester Township's implementation or Extended Services of the Software as long as West Chester Township pays the Annual Fees.

6.3.7 Successor Software Products

In the event Contractor makes available successor software products with substantially similar functionality as the Software which may be based on a new technical architecture (“Successor Products”) within 10 years of contract signing, Client may transfer the subscription for the Software to the Successor Products for no additional Contractor Annual fees. In such event, Client shall pay the then-current Annual Fees for the Successor Products, in addition to any services and/or third-party fees associated with the Successor Products.

6.3.8 Functionality Replacement

West Chester Township maintains the rights to the Software functionality that is subscribed to herein, even if that functionality later gets renamed or bundled by Vendor as a new product.

6.3.9 Continuity of Warranty

West Chester Township may continue the Software Warranty protection by purchasing and paying for Extended Services described herein. By doing so, all Software Warranty and Resolution and Response Time Warranty conditions included herein shall remain in effect, in perpetuity, as long as payments for Annual Fees are kept current.

6.3.10 Payment Terms – Annual Fees

West Chester Township’s payments under the Agreement, including the time of payment and the payment of interest on overdue amounts, are subject to West Chester Township’s payment policies. West Chester Township reserves the right to modify any amount due to Vendor presented by invoice to West Chester Township if necessary, to conform the amount to the terms of the Agreement.

Vendor shall invoice West Chester Township for the Total Amount on Exhibits <##> and <##> according to the following payment schedule:

Annual Fees

• First year Annual Fees due upon Final Acceptance

• Subsequent Annual Fees due annually on anniversary of Final Acceptance


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Vendor shall submit to West Chester Township an invoice in a form agreeable to West Chester Township. The invoice shall be accompanied by such supporting documentation as required by West Chester Township.

6.4 Professional Services

6.4.1 Intellectual Property

All information, data, programs, publications and media created specifically for and paid for by West Chester Township or as a result of the Services identified in this Agreement is the property of West Chester Township unless otherwise noted, copyright protected, or defined or agreed to by both parties to this Agreement.

6.4.2 Contract Extension

If Vendor anticipates missing a milestone date identified in the Project Schedule, then Vendor must notify West Chester Township immediately so that a mutually acceptable revised milestone date can be agreed to. Such revisions will not alleviate West Chester Township’s right to Liquidated Damages in the event such a delay is caused by Vendor resulting in a delay of the Go Live date as defined in Project Schedule.

6.4.3 Subcontractors

Vendors may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Vendor must obtain written prior approval from West Chester Township for activities or duties to take place at West Chester Township site. In using subcontractors, the Vendor agrees to be responsible for all of their acts and omissions to the same extent as if the subcontractors were employees of the Vendor.

6.4.4 Project Schedule and Acceptance

Vendor will develop a detailed project schedule that details both Vendor and West Chester Township’s responsibilities, timeline for project activities, phases, milestones, and deliverables (“Project Schedule”) in connection with Vendor’s performance of the Services. The Project Schedule should be in sufficient detail to specify the deliverables, conversion, training, testing, acceptance, configuration, modification, integration, and live operation activities. Both Vendor and West Chester Township agree that a mutually agreeable Project Schedule will be submitted and approved by West Chester Township within thirty (30) days of the date the Agreement is signed by both parties (“Effective Date”). In the event Vendor is unable to provide the Project Schedule within thirty (30) days, West Chester Township will have at its option, the ability to terminate the Agreement and obtain all fees paid to Vendor. The


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Project Schedule will also include the criteria by which the software will be tested and accepted by West Chester Township.

6.4.5 Programming Services

West Chester Township may during the implementation period or thereafter require modifications, interfaces, conversion, report writing, etc., services from Vendor (“Customizations”). Vendor agrees to provide a written Change Order describing the work to be performed and estimating the costs for West Chester Township approval before any work is initiated by Vendor. Vendor will not exceed the costs set forth in the mutually agreed to Change Orders without justification, in writing, that is acceptable to West Chester Township. No costs in excess of the estimates will be paid by West Chester Township unless approved in writing in advance of fee incurrence. All Customizations shall be subject to Acceptance Testing before payment is released by West Chester Township. Acceptance of the Customizations resulting from each Change Order shall be per the Acceptance Testing clause herein.

6.4.6 Acceptance Testing

For purposes of acceptance of the Solution (or portions thereof), the parties intend to use the following staged acceptance procedure. All timeframes specified in the following procedures may be overridden by the Project Schedule.

• Written Deliverable: Vendor may submit interim drafts (stamped, noted or otherwise clearly marked “Draft”) of a written deliverable to West Chester Township for review. West Chester Township agrees to review and provide comments to Vendor on each interim draft within five (5) business days after receiving it from Vendor. West Chester Township will have the opportunity to review the written deliverable for an acceptance period of five (5) business days after delivery of the final version (stamped, noted or otherwise clearly marked “Final Draft”) of the written deliverable (the “Acceptance Period”). West Chester Township agrees to notify Vendor in writing by the end of the Acceptance Period either stating that the written deliverable is accepted in the form delivered by Vendor or describing in reasonable detail any substantive deficiencies that must be corrected prior to acceptance of the written deliverable. If Vendor does not receive any such deficiency notice from West Chester Township by the end of the Acceptance Period, the written deliverable will be deemed to be accepted and an approved document marked “Approved” and dated will be provided to West Chester Township. If West Chester Township delivers to Vendor a timely notice of deficiencies and the items specified in the notice are deficiencies, Vendor will promptly correct the described deficiencies and return to West Chester Township for Acceptance. West Chester Township will not unreasonably withhold, delay or condition its approval of a final written deliverable.


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Vendor is responsible for tracking status of each deliverable including but not limited to the date in which it was submitted to West Chester Township and date returned.

• Software Deliverable: Acceptance testing is an iterative process designed to determine whether each component of the Software combined with related Services delivered by Vendor (“Software Deliverable”) performs the functions described in the Contract Documents and to discover and remove material deviations where the Software Deliverable does not substantially perform the functions described in the Contract Documents (“Defects”) through repeated testing cycles. In the event of conflicts between Contract Documents and Application Software Documentation the Contract Documents will prevail.

Vendor will work with West Chester Township and make a good faith effort to develop a test plan with the requisite details, understanding the level of detail required may change depending on the complexity of the requested Software Deliverable and to test each Software Deliverable (the “Acceptance Tests” or “Acceptance Testing”).

1. The “Acceptance Test Period” for each Software Deliverable will be ten (10) business days unless an alternate time is mutually agreed upon between Vendor and West Chester Township per the Project Schedule. The Acceptance Test Period for each Software Deliverable will start within three (3) business days, unless an alternate start date is mutually agreed upon by Vendor and West Chester Township per the Project Schedule, after the Software Deliverable is installed at West Chester Township’s designated site and Vendor has successfully completed Vendor’s installation test and notified West Chester Township that the Software deliverable is “Ready for Acceptance Testing.” Vendor will not be obligated to deliver a Software Deliverable to West Chester Township until West Chester Township demonstrates the readiness of the target technical platform and environment.

2. If West Chester Township determines during the Acceptance Test Period that the Software Deliverable contains a Defect, West Chester Township will promptly send Vendor a written notice reporting the alleged Defect describing it to Vendor in sufficient detail reasonably necessary for Vendor to recreate it. Vendor will modify the Software Deliverable to remove the reported Defect and will provide the modifications to West Chester Township for re-testing. West Chester Township will then re-test the modified portions of the Software Deliverable promptly after receiving the modifications from Vendor. In such a case, Vendor and West Chester Township will mutually agree upon an updated Acceptance Test Period.

3. By the end of the Acceptance Testing Period West Chester Township will provide Vendor with a final written list reporting any outstanding Defects (the “Punch List”). West Chester Township will then have ten (10) business days after the receipt of the modifications to re-test the modified Software Deliverable to confirm that the Defects that were reported on the Punch List have been removed. If any


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Defects that were reported on the Punch List have not been removed, West Chester Township will provide Vendor with written notification by the end of the retesting period reporting any such Defects. In such event, the procedures set forth in this section will be repeated for the remaining Defects on the Punch List.

4. Vendor and West Chester Township each agree to work diligently to achieve acceptance of Software Deliverable at the earliest possible date.

• “User Acceptance Testing” shall mean testing of each Phase identified in the Project Schedule using the process defined above for Software Deliverable.

• “Conditional Acceptance” will occur upon the earlier of correction of Defects reported as part of User Acceptance Testing of the Phase or Go-Live of the Phase. There will be a Conditional Acceptance for each Phase; Conditional Acceptance after the final Phase constitutes Conditional Acceptance of the entire Solution. Unless the Project Schedule determines otherwise, the Acceptance Test Period for User Acceptance Testing will be thirty (30) calendar days, Vendor and West Chester Township will work diligently to put the Phase into Go Live operations.

• “Final Acceptance” involves use of the Solution in totality in production operations for a period of ten (10) calendar days, provision of all Services by Vendor, and completion of the Phases and/or the Software previously tested and meeting Conditional Acceptance. If after ten (10) calendar days the Solution performs without Defects, West Chester Township and the Vendor will both issue and execute a “Final Acceptance” of the Solution. The ten (10) day period for Final Acceptance will stop if Defects are found during production use and prevent further production use of the Software. The Final Acceptance process will resume on the date the Defect is confirmed as fixed and will continue for the remainder of the ten (10) day period. There will be a Final Acceptance for each Phase; Final Acceptance after the final Phase constitutes Final Acceptance of the entire Solution.

6.4.7 Professional Services Warranty

Vendor agrees at all times to maintain an adequate staff of experienced and qualified employees for efficient performance under this Agreement. Vendor agrees that, at all times, the employees of Vendor furnishing or performing any services shall do so in a proper, workmanlike, and dignified manner.

Vendor agrees that all persons working for or on behalf of Vendor whose duties bring them upon West Chester Township’s premises shall obey the rules and regulations that are established by West Chester Township and shall comply with the reasonable directions of West Chester Township’s officers. West Chester Township may, at any time, require the removal and replacement of any of Vendor's employees for good cause.


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Vendor shall be responsible for the acts of its employees and agents while on West Chester Township’s premises. Accordingly, Vendor agrees to take all necessary measures to prevent injury and loss to persons or property located on West Chester Township’s premises. Vendor shall be responsible for all damages to persons or property caused by Vendor or any of its agents or employees. Vendor shall promptly repair, to the specifications of West Chester Township, any damage that it, or its employees or agents, may cause to West Chester Township’s premises or equipment; on Vendor's failure to do so, West Chester Township may repair such damage and Vendor shall reimburse West Chester Township promptly for the cost of repair.

Vendor agrees that, in the event of an accident of any kind, Vendor will immediately notify West Chester Township’s contact person and thereafter, if requested, furnish a full written report of such accident.

Vendor shall perform the services contemplated in the Agreement without interfering in any way with the activities of West Chester Township’s staff or visitors.

Vendor and its employees or agents shall have the right to use only those facilities of West Chester Township that are necessary to perform services under this Agreement and shall have no right to access any other facilities of West Chester Township. West Chester Township shall also extend parking privileges to properly identified members of Vendor's full-time staff on the same basis as they are extended to West Chester Township’s staff.

West Chester Township shall have no responsibility for the loss, theft, mysterious disappearance of, or damage to equipment, tools, materials, supplies, and other personal property of Vendor or its employees or subcontractors.

6.4.8 Ineffective Training

Vendor will submit to West Chester Township an agenda in advance of any training sessions to be covered with the key materials provided during the course of the training. Further, Vendor will provide to West Chester Township details associated with the layout of the training facility, computer requirements, as well as all associated media necessary to deliver the course. West Chester Township will conduct a rating of the course after its completion and communicate the results of this rating to Vendor for future class improvements. In the event that West Chester Township asserts in good faith that any Vendor training consultant lacks the skill or capability to adequately train West Chester Township’s staff, Vendor shall replace such training consultant as soon as reasonably possible. If West Chester Township notifies Vendor within ten (10) business days of the completion of said training, that in West Chester Township’s reasonable judgment the training sessions provided by such training consultant were inadequate or ineffective, then Vendor shall provide a credit in training days to West Chester Township for all such training sessions.


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6.4.9 Subcontracts

The Vendor agrees not to subcontract any of the work required by this Agreement without the prior written approval of West Chester Township Manager or designee which will be determined during contract negotiations. The Vendor agrees to be responsible for the accuracy and timeliness of the work submitted in the fulfillment of its responsibilities under this Agreement.

6.4.10 Force Majeure Clause

Timely performance is essential to the successful initial implementation and ongoing operation of the network described herein. However, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by force majeure.

The term “Force Majeure” means any situation that is not within the reasonable control of the party affected, and with the exercise of due diligence, could not reasonably be prevented, avoided or removed by such part, and does not result from such party’s negligence or the negligence of its agents, employees or subcontractors, that causes the party affected to be delayed, in whole or in part, or unable to partially or wholly perform its obligations under this Agreement, including (a) acts of God; (b) sudden actions of the elements such as floods, earth movements (natural or manmade, except to the extent caused by Contractor), hurricanes or tornados and other abnormal weather (such as a material and unanticipated deviation from the 50-year historic weather conditions applicable to the geographic region as monitored by National Oceanic and Atmospheric Administration); (c); volcanic activity; pandemics or epidemic diseases; (d) war, whether declared or undeclared, or other armed conflict; acts of the public enemy; explosions; civil disturbance; sabotage; (d) riots; (e) labor strikes, lockouts or labor disputes of a regional or national scope or work stoppages (other than those strikes or work stoppages that are specific to such party or any of its affiliates or its or their subcontractors or suppliers); (f) terrorism or imminent threats of terrorism or acts of the public enemy, and (g) any act of a governmental authority, including any action, ruling, decree or injunction, which impacts, delays, or causes the Work to be stopped. Force Majeure shall not include: (i) lack of financial resources of a party; (ii) material cost increases in commodities or labor; (iii) changes in currency exchange rates or other economic difficulties unless such economic difficulties were themselves caused solely by a Force Majeure Event; (iv) the unavailability of equipment; (v) changes in market conditions; (vi) increased cost of performance by Vendor; or (vii) actions of a governmental authority enforcing compliance with any law. Notwithstanding the foregoing, any delay or impact to the performance of the Work that results, directly or indirectly, from the COVID-19 pandemic outbreak, including but not limited to the Vendor’s inability to access adequate labor, materials, or equipment, shall not under any circumstances constitute a Force Majeure Event. For the avoidance of doubt, Vendor shall not be entitled to any relief


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whatsoever under this contract in relation to such delay or impact resulting from the COVID-19 pandemic as set forth above.

6.4.11 Force Majeure Requisites

Force majeure shall not be allowed unless:

• Within ten (10) calendar days of the occurrence of force majeure, the party whose performance is delayed thereby shall provide the other party or parties with written notice explaining the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the force majeure events.

• Within twenty (20) calendar days after the cessation of the force majeure event, the party whose performance was delayed shall provide the other party written notice of the time at which force majeure ceased and a complete explanation of all pertinent events pertaining to the entire force majeure situation.

6.4.12 120 Day Maximum

Under no circumstances shall delays caused by a force majeure extend beyond hundred-twenty (120) days from the scheduled delivery or completion date of a task, unless by prior [to the end of the hundred-twenty (120) day period] written approval is received from the other party. Failure to secure this written prior permission, even in the case of force majeure, shall constitute default by the party failing to meet the requirement.

6.4.13 Liquidated Damages

Failure on the part of the Vendor to complete critical project milestones as established in the Project Schedule may result in liquidated damages being imposed on the Vendor by West Chester Township for breach of contract and for non-compliance. The milestones will be defined in the Project Schedule and extent of damages will be 1% of total project cost per day for each day the project Go Live date as defined in the Project Schedule is extended.

6.4.14 Change Orders

The Project Managers appointed pursuant to this Agreement will meet periodically to review the Project Schedule. Changes to the scope of the project including additional Software and Services may be proposed by either party, and if accepted by the parties, the proposed changes shall be reduced to a written document, inclusive of any applicable pricing changes (“Change Order”). Written approval signed by a duly authorized representative of each of the parties of such Change Order must be obtained prior to the provision of any products or services related to such Change Order.


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Vendor shall provide to West Chester Township a written quotation for any changes in this Agreement, including Software, Services, Customizations, etc. Each Change Order shall be reviewed and approved by West Chester Township and shall be subject to the requirements in the section.

6.4.15 Travel Expense Reimbursement

All travel expense costs must be included in the Vendor’s fixed price cost. West Chester Township will not make a separate payment for reimbursable expenses. Per Force Majeure, West Chester Township shall not be liable for additional travel costs incurred due for any reason outside Vendor’s control.

6.4.16 Video and Audio Recording

West Chester Township reserves the right to record video and/or audio of any and all training sessions, whether held at West Chester Township site, Vendor site, or via teleconference. Use of such recordings shall be strictly for West Chester Township staff training purposes.

6.4.17 Payment Terms – Professional Services

Vendor shall invoice West Chester Township for the Total Amount on Exhibits <##> and <##> according to the following payment schedules:

Services

• 50% Due in installments based on Conditional Acceptance of Milestones as defined in the Statement of Work

• 50% Due upon Final Acceptance

Customizations

• 50% Due as incurred upon completion of design

• 50% Due upon Final Acceptance



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6.5 Hosting Services

6.5.1 Location of Data

Contractor will not at any time store Client data on hardware located outside the United States. Additionally, the data may only be accessed by individuals located in the United States.

6.5.2 Hosting Services

Vendor will provide hosting services consisting of system administration, system management, and system monitoring activities that Vendor performs for the Software, and includes the right to access and use the Software, resolving performance issues under the terms of the Service Level Agreement (SLA), West Chester Township data storage, West Chester Township data archiving and disaster recovery services (“Hosting Services”). Hosting Services do not include support of an operating system or hardware other than those used by Vendor at Vendor’s data centers to host and operate the Software, support outside of Vendor’s normal business hours, training, consulting or other professional services.

6.5.3 Service Audits

Hosting Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 16, Type 2. Vendor has attained, and will maintain, Type II SSAE compliance, or its equivalent, for so long as this Agreement is in effect. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), Vendor will provide West Chester Township with a summary of Vendor’s SSAE-16 compliance report or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which West Chester Township makes a written request, Vendor will provide that same information.

6.5.4 Disaster Recovery

Vendor has developed and implemented a business continuity/disaster recovery plan that aligns with government standards and requirements and will continue to maintain a commercially reasonable business continuity/disaster recovery plan for the term of this Agreement. As part of Vendor’s business continuity/disaster recovery program, Vendor has fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Software and Hosting Services in the event of a component or system failure or any other unplanned interruption of the Software or Hosting Services whether caused by a disaster or otherwise. In the event any of West Chester Township data has been lost or damaged due to an act or omission of Vendor or its sub-vendors or due to a defect in Software, Vendor will use best commercial efforts to restore all the data on servers


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in accordance with the architectural design’s capabilities and with the goal of minimizing any data loss as greatly as possible. In no case shall the recovery point objective (“RPO”) exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which West Chester Township data may be lost, measured in relation to a disaster Vendor declares, said declaration will not be unreasonably withheld. The Force Majeure provisions herein shall not limit Vendor’s obligations under this section, meaning that, a Force Majeure event does not relieve Vendor of its obligation to implement its business continuity/disaster recovery plan to the extent it is able to do so in light of the Force Majeure event.

Vendor will test the business continuity/disaster recovery plan on an annual basis. Vendor’s standard test is not West Chester Township-specific. If West Chester Township requests a West Chester Township-specific disaster recovery test, Vendor will work with West Chester Township to schedule and execute such a test on a mutually agreeable schedule.

6.5.5 Penetration Testing

Vendor conducts annual penetration testing of the production network and/or web application. Vendor will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. Vendor will provide West Chester Township with a written or electronic record of the actions taken by Vendor in the event that any unauthorized access to West Chester Township database(s) is detected as a result of Vendor security protocols. Further, Vendor recognize that Vendor is storing confidential West Chester Township data and any breach of security could have a detrimental impact on West Chester Township. The regulation requires breach notification when residents’ computerized personal information is accessed and acquired without authorization. In the event there is such a breach, Vendor will notify West Chester Township immediately while the issue is remediated, and all communications shall be coordinated with West Chester Township in conformance with applicable law. Vendor will indemnify West Chester Township for all costs reasonably incurred by West Chester Township due to a breach of security determined to be the result of Vendor’s negligence, subject to the limitation of liability in the Agreement. Vendor will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at West Chester Township’s written request. West Chester Township may not attempt to bypass or subvert security restrictions in the Hosting Services or environments related to the Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of Vendor network and systems (hosted or otherwise) is prohibited without the prior written approval of Vendor’s IT Security Officer.


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6.5.6 Back-up and Recovery

Vendor will (i) execute nightly database backups to a backup server in a secure offsite location and (ii) save the last ten (10) nightly database backups in a secure offsite location. West Chester Township will have the ability to download any of the backups to West Chester Township’s location. The Software shall be configured to perform incremental backups every eight (8) hours, such that the database can be restored to the last committed transaction and/or point in time of the last incremental backup, which will have occurred up to two-hours earlier, in the event of a system failure.

Vendor will be responsible for importing back-up and verifying that West Chester Township can log-in to the Software. West Chester Township will be responsible for running reports and testing critical processes to verify the returned data. At West Chester Township’s written request, Vendor will provide test results to West Chester Township within a commercially reasonable timeframe after receipt of the request.

6.5.7 Secure Data Transmission

Vendor will provide secure data transmission paths from each of West Chester Township’s workstations to Vendor’s servers; all data transmission between Vendor’s hosted environment and West Chester Township’s environment shall be encrypted.

Vendor guarantees that all West Chester Township data that Vendor hosts will always be located within the United States.

6.5.8 Background Checks

For at least the past ten (10) years, all of Vendor’s employees have undergone criminal background checks prior to hire. All employees sign Vendor’s confidentiality agreement and security policies. Vendor’s data centers are accessible only by authorized personnel with a unique key entry. All other visitors must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access.

6.5.9 Client Notification if Third-Party Request for Data

Unless the notification is specifically precluded by such law, lawful order, or government authority, as applicable, Vendor shall notify West Chester Township in the event that Vendor is required by law, lawful order of a court (including, without limitation, request for production of documents), or governmental authority to disclose West Chester Township data. In the event that Vendor is required to produce or disclose West Chester Township data, unless prohibited as set forth above, then Vendor shall provide West Chester Township with written notice of the request sufficiently in advance of the


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data specified for the production of the records so that West Chester Township can act to protect its data by, for example, seeking a protective order. In addition, to the extent permitted by law, Vendor shall not release the data pending the outcome of any measures taken by West Chester Township to contest, otherwise oppose, or seek to limit disclosure by Vendor.

6.5.10 Provision of Client Data upon Termination

Upon termination or non-renewal of this Agreement, Vendor will promptly provide West Chester Township data to West Chester Township then residing in Vendor’s hosted environment. West Chester Township data shall be provided in ASCII or such other format as may be mutually agreed. Such West Chester Township data will be provided no later than sixty (60) days prior to the date of expiration or termination, as applicable, (provided at least 10 days advance notice by West Chester Township) and again seven (7) days after date of expiration or termination, as applicable.

6.5.11 Transition Services

Upon expiration or termination of this Agreement, upon West Chester Township’s request, Vendor will cooperate with West Chester Township and provide services that are reasonably necessary to effectuate an orderly transition to a new system, solution, or provider; provided that West Chester Township shall pay Vendor’s then-current rates for such services. Such cooperation and services shall include assistance with data conversion and, at Vendor’s option may include the provision of file layouts to West Chester Township on a confidential basis for the purpose of identifying the data Vendor provided to West Chester Township.

Data should be returned to the customer in both the SaaS vendor’s native data format and a platform-agnostic format (e.g. MS SQL) with appropriate data schemas and dictionaries. Once a successful hand-off of that data has been confirmed, all customer data should be permanently removed from all SaaS vendor servers.

6.5.12 Annual Hosting Fees

Annual Hosting Fees shall not be increased by an annual average percentage greater than the annual Consumer Price Index (CPI) for the Central region or three (3) %, whichever is less, for as long as Annual Hosting Fees are paid and this agreement between West Chester Township and the Vendor is in effect.

Vendor agrees to send an itemized invoice to West Chester Township at least 90 days before Extended Services is up for renewal.


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6.5.13 Payment Terms – Annual Hosting Fees

Vendor shall invoice West Chester Township for the Total Amount on Exhibits <##> and <##> according to the following payment schedule:

Annual Hosting Fees

• First year Annual Hosting Fees due upon availability of Software

• Subsequent Annual Fees due annually on anniversary of availability of Software


6.6 Hosting Service Level Agreement

6.6.1 Service Level Agreement Overview

This Service Level Agreement (SLA) operates in conjunction with, and does not supersede or replace any part of, the Agreement, specifically, the Hosting Services Section. It outlines the information technology service levels that Vendor will provide to West Chester Township to ensure the availability of the application services and Software that West Chester Township has requested Vendor to provide. All other support services are documented in the Software Maintenance and Support Section.

6.6.2 Definitions

Except as defined below, all defined terms have the meaning set forth in the Agreement.

• Attainment: The percentage of time the Software is available during a calendar quarter, with percentages rounded to the nearest whole number.

• Error Incident: Any service unavailability resulting from West Chester Township applications, content or equipment, or the acts or omissions of any of West Chester Township service users or third-party providers over whom Vendor exercises no control.

• Downtime: Those minutes during which the Software is not available for West Chester Township use. Downtime does not include those instances in which only a defect is present.

• Service Availability: The total number of minutes in a calendar quarter that the Software is capable of receiving, processing, and responding to requests, excluding maintenance windows, West Chester Township Error Incidents and Force Majeure.


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6.6.3 Service Availability

The Service Availability of the Software is intended to be 24/7/365. Vendor sets Service Availability goals and measures whether Vendor has met those goals by tracking Attainment.

A. Client Responsibilities: Whenever West Chester Township experiences Downtime, West Chester Township must make a support call according to the procedures outlined in the Software Maintenance and Support Section. West Chester Township will receive a support incident number. West Chester Township must document, in writing, all Downtime that West Chester Township has experienced during a calendar quarter. West Chester Township must deliver such documentation to Vendor within 30 days of a quarter’s end.

The documentation West Chester Township provides must evidence the Downtime clearly and convincingly. It must include, for example, the support incident number(s) and the date, time and duration of the Downtime(s).

B. Vendor Responsibilities: When Vendor support team receives a call from West Chester Township that Downtime has occurred or is occurring, Vendor will work with West Chester Township to identify the cause of the Downtime (including whether it may be the result of a West Chester Township Error Incident or Force Majeure). Vendor will also work with West Chester Township to resume normal operations.

Upon timely receipt of West Chester Township’s Downtime report, Vendor will compare that report to Vendor’s own outage logs and support tickets to confirm that Downtime for which Vendor was responsible indeed occurred.

Vendor will respond to West Chester Township’s Downtime report within 30 day(s) of receipt. To the extent Vendor has confirmed Downtime for which Vendor is responsible, Vendor will provide West Chester Township with the relief set forth below.

C. Client Relief: When a Service Availability goal is not met due to confirmed Downtime, Vendor will provide West Chester Township with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in West Chester Township Relief Schedule below.

Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter will not exceed 100% of one quarter of the then-current Annual Fees. The total credits confirmed by Vendor in one or more quarters of a billing cycle will be applied to the Annual Fees for the next billing cycle. Issuing of such credit does not relieve Vendor of its obligations under the Agreement to correct the problem which created the service interruption.


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Every quarter, Vendor will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following West Chester Township relief will apply, on a quarterly basis:

Targeted Attainment

Actual Attainment

West Chester Township Relief

100% 99.5-100% Remedial action will be taken.

100% <99.49%

10% credit of Annual Fees paid for affected calendar quarter for each 1% by which Actual Attainment is less than 10%, such credit not to exceed Annual Fees actually paid in any circumstance. Credit for affected calendar quarter will be posted to next billing cycle.

West Chester Township may request a report from Vendor that documents the preceding quarter’s Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued.

D. Failure by Vendor to Meet Attainment Levels: In the event Vendor fails to achieve an Actual Attainment Level of 10% or greater for three (3) consecutive quarters, West Chester Township shall be entitled to terminate the Agreement on written notice to Vendor with no liability, obligation, or penalty to West Chester Township by reason of such termination. Without limitation, if West Chester Township terminates the Agreement pursuant to this Section, then any early termination penalties shall not apply. Alternatively, West Chester Township shall have the option to terminate the Agreement, without penalty, and to purchase perpetual licenses from Vendor for the Software to be hosted by West Chester Township in-house or by its designated hosting provider. If West Chester Township exercises this option, West Chester Township shall pay the then-current license fees for the Software, discounted ##% for each full year that this Agreement has been in force, with such discount, in no event, to exceed ##% of the list price for the Software so licensed. West Chester Township’s license rights are not otherwise expanded, West Chester Township may not modify the Software so acquired or use if for any other purpose than was provided for in this Agreement.

6.6.4 Applicability

The commitments set forth in this SLA do not apply during Vendor maintenance windows, West Chester Township Error Incidents, and Force Majeure. Vendor performs maintenance during limited windows that are historically known to be reliably low-traffic times. Vendor will not perform


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maintenance during normal business hours (8 am-8 pm EST, Mon - Fri). If and when maintenance is predicted to occur, Vendor will provide at least one-week advance notice and will coordinate to the greatest extent possible with West Chester Township. The foregoing notwithstanding, Vendor reserves the right to provide maintenance without such advance notice if circumstances require immediate action; provided that any notice provided without such advance notice that occurs during normal business hours will count as Downtime for the purposes of this SLA.

6.7 Contract Terms and Conditions – Exception Explanations

If a Vendor takes exception to any of the terms and conditions in the attached document, the Vendor must fully explain the exception on the Exception Explanations form below. Please provide the section of the contract that contains the exception and an explanation of why an exception is taken.

Exception Explanations

# Title Explanation of Exception