RECORDKEEPING SOFTWARE SERVICES FOR ERIE COUNTY CLERKS'S OFFICE

3 6. It is recommended that Respondent companies must have been in business for at least five (5) years. 7. Offshore outsourcing of work will not be allowed for any part of this award. 8. Include relative list of experience and managerial staff to be assigned to this project. 9. Include at least two (2) references from customers for which similar services were provided. 10. No proposal will be accepted from, nor any agreement awarded to, any proposer that is in arrears upon any debt or in default of any obligation owed to the County. Additionally, no agreement will be awarded to any proposer that has failed to satisfactorily perform pursuant to any prior agreement with the County. 11. Information which the proposer desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. 12. As used in this RFP, the terms “must” or “shall” identify

requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled “should” or “may” are highly desirable, although their absence will not have a large impact and would be useful but not mandatory. Depending on the overall response to the RFP, some individual “must” and “shall” items may not be fully satisfied, but it is the intent to satisfy most if not all of those requirements. The inability of the proposer to satisfy a “must” or “shall” requirement does not automatically remove the proposer from consideration; however, it may seriously affect the overall rating of the proposal offered. 13. The Proposer must detail its pricing and payment terms in line with the project deliverables and milestone dates. The proposal must provide a detailed breakdown of charges for each service, product, or license. If applicable, the Proposer should provide for multiple pricing options (i.e. enterprise, concurrent users, named users, etc.) and detail each of the options. 14. Certified Minority Business Enterprise/Women’s Business Enterprise (MBE/WBE) proposers should include the Erie County certification letter with the proposal. 15. All potential contract-holders shall agree to comply with Erie County Executive Order 13 (2014), and the proposer shall make such records available, upon request, to the County’s Division of Equal Employment Opportunity for review. All contract holders will be required to sign the attached Schedule “C”: Erie County Equal Pay Certification. The County shall have the right, upon reasonable notice and at reasonable times, to inspect the books and records of the proposer, its offices and facilities, for the purpose of verifying information supplied in the Erie County Equal Pay Certification and for any other purpose reasonably related to confirming the Agency’s compliance with Erie County Executive Order No. 13 (2014). Violation of the provisions of Executive Order 13 (2014), which is attached hereto and made a part hereto and made a part hereof, 4 can constitute grounds for the immediate termination of a contract, and may constitute grounds for determining that a Proposer is not qualified to participate in future County contracts. 16. If the proposer is a Veteran Owned Business, proposer should include letter indicating company is 51% or more Veteran-owned. VI. STATEMENT OF RIGHTS AND UNDERSTANDINGS A. UNDERSTANDINGS PLEASE TAKE NOTICE, by submission of a proposal in response to this RFP, the proposer agrees to and understands: 1. That any proposal, attachments, additional information, etc. submitted pursuant to this RFP constitutes merely a suggestion to negotiate with the County and is not a proposal under Section 103 of the New York State General Municipal Law; 2. Submission of a proposal, attachments, and additional information shall not entitle the proposer to enter into an agreement with the County for the required services; 3. By submitting a proposal, the proposer agrees and understands that the County is not obligated to respond to the proposal, nor is it legally bound in any manner whatsoever by submission of same; 4. That any and all counter-proposals, negotiations or any communications received by a proposing entity, its officers, employees or agents from the County, its elected officials, officers, employees or agents, shall not be binding against the County, its elected officials, officers, employees or agents unless and until a formal written agreement for the services sought by this RFP is duly executed by both parties and approved by the Erie County Legislature and the Office of the Erie County Attorney; 5. Pursuant to General Municipal Law Section 109, the proposer shall be prohibited from assigning, transferring, conveying, subletting or otherwise disposing of the same, or of its right, title or interest therein, or its power to execute this contemplated contract, to any other person or corporation without the previous consent in writing of the officer, board or agency awarding the contract; 6. In addition to the foregoing, by submitting a proposal, the proposer also understands and agrees that the County reserves the right, and may at its sole discretion exercise, the following rights and options with respect to this RFP: a. To reject any or all proposals; b. To issue amendments to this RFP; c. To issue additional solicitations for proposals; d. To waive any irregularities or informalities in proposals received after notification to proposers affected; 5 e. To select any proposal as the basis for negotiations of a contract, and to negotiate with one or more of the proposers for amendments or other modifications to their proposals; f. To conduct investigations with respect to the qualifications of each proposer; g. To exercise its discretion and apply its judgment with respect to any aspect of this RFP, the evaluation of proposals, and the negotiations and award of any contract; h. To enter into an agreement for only portions (or not to enter into an agreement for any) of the services contemplated by the proposals with one or more of the proposers; i. To select the proposal that best satisfies the interests of the County and not necessarily on the basis of price or any other single factor; j. To interview the proposer(s); k. To request or obtain additional information the County deems necessary to determine the ability of the proposer; and l. To modify dates; 7. All proposals prepared in response to this RFP are at the sole expense of the proposer, and with the express understanding that there will be no claim, whatsoever, for reimbursement from the County for the expenses of preparation. The County assumes no responsibility or liability of any kind for costs incurred in the preparation or submission of any proposal; 8. While this is an RFP and not a bid, the County reserves the right to apply the case law under General Municipal Law §103 regarding proposer responsibility in determining whether a proposer is a responsible vendor for the purpose of this RFP process; and 9. The County is not responsible for any internal or external delivery delays which may cause any proposal to arrive beyond the stated deadline. To be considered, proposals MUST arrive at the place specified herein and be time stamped prior to the deadline. B. EVALUATION The following criteria, not necessarily listed in order of importance, will be used to review the proposals. The County reserves the right to weigh its evaluation criteria in any manner it deems appropriate: 1. Proposer’s demonstrated capability to provide the services; 2. Proposer’s ability to complete work in time frame provided; 3. Proposer’s experience to perform the proposed services; 4. Evaluation of the professional qualifications, personal background and resume(s) of individuals involved in providing services; 5. Proposer’s financial ability to provide the services; 6. Evaluation of the proposer’s fee submission. It should be noted that while price is not the only consideration, it is an important one; 7. A determination that the proposer has submitted a complete and responsive proposal as required by this RFP; 8. An evaluation of the proposer’s projected approach and plans to meet the requirements of this RFP; and 9. The proposer’s presentation at and the overall results of any interview conducted with the proposer. 6 C. CONTRACT After selection of the successful proposer, a formal written contract will be prepared by the County and will not be binding until signed by both parties and, if necessary, approved by the Erie County Legislature and the Office of the County Attorney. NO RIGHTS SHALL ACCRUE TO ANY PROPOSER BY THE FACT THAT A PROPOSAL HAS BEEN SELECTED BY THE COUNTY FOR SUBMISSION TO THE ERIE COUNTY LEGISLATURE. THE APPROVAL OF SAID LEGISLATURE MAY BE NECESSARY BEFORE A VALID AND BINDING CONTRACT MAY BE EXECUTED BY THE COUNTY. D. INDEMNIFICATION AND INSURANCE The Proposer accepts and agrees that language in substantially the following form will be included in the contract between the proposer and the County: “In addition to, and not in limitation of the insurance requirements contained herein the proposer agrees: (a) that except for the amount, if any, of damage contributed to, caused by or resulting from the negligence of the County, the proposer shall indemnify and hold harmless the County, its officers, employees and agents from and against any and all liability, damage, claims, demands, costs, judgments, fees, attorneys' fees or loss arising directly or indirectly out of the acts or omissions hereunder by the proposer or third parties under the direction or control of the proposer; and (b) to provide defense for and defend, at its sole expense, any and all claims, demands or causes of action directly or indirectly arising out of this Agreement and to bear all other costs and expenses related thereto.” Upon execution of any contract between the proposer and the County, the proposer will be required to provide proof of the applicable insurance coverage (see Schedule “D”: Standard Insurance Provisions). Insurance coverage in amount and form shall not be deemed acceptable until approved by the County Attorney. E. INTELLECTUAL PROPERTY RIGHTS The proposer accepts and agrees that language in substantially the following form will be included in the contract between the proposer and the County: “All deliverables created under this Agreement by the proposer are to be considered ‘works made for hire’. If any of the deliverables do not qualify as “works made for hire”, the proposer hereby assigns to the County all right, title and interest (including ownership of copyright) in such deliverables and such assignment allows the County to obtain in its name copyrights, registrations and similar protections which may be available. The proposer agrees to assist the County, if required, in 7 perfecting these rights. The proposer shall provide the County with at least one copy of each deliverable. The proposer agrees to defend, indemnify, and hold harmless the County for all damages, liabilities, losses and expenses arising out of any claim that a deliverable infringes upon an intellectual property right of a third party. If such a claim is made, or appears likely to be made, the proposer agrees to enable the County’s continued use of the deliverable, or to modify or replace it. If the County determines that none of these alternatives is reasonably available, the deliverable will be returned. All records compiled by the proposer in completing the work described in this Agreement, including but not limited to written reports, source codes, studies, drawings, blueprints, negatives of photographs, computer printouts, graphs, charts, plans, specifications and all other similar recorded data, shall become and remain the property of the County. The proposer may retain copies of such records for its own use.” F. NON-COLLUSION The Proposer, by signing the proposal, does hereby warrant and represent that any ensuing agreement has not been solicited, secured or prepared directly or indirectly, in a manner contrary to the laws of the State of New York and the County of Erie, and that said laws have not been violated and shall not be violated as they relate to the procurement or the performance of the agreement by any conduct, including the paying or the giving of any fee, commission, compensation, gift, gratuity or consideration of any kind, directly or indirectly, to any County employee, officer or official. The Proposer shall complete and execute the attached Schedule “E”: Non-Collusion Certification. G. CONFLICT OF INTEREST All proposers must disclose with their proposals the name of any officer, director or agent who is also an employee of the County. Further, all proposers must disclose the name of any County employee who owns, directly or indirectly, an interest of ten percent (10%) or more in the firm or any of its subsidiaries or affiliates. There shall be no conflicts in existence during the term of any contract with the County. The existence of a conflict shall be grounds for termination of a contract. H. COMPLIANCE WITH LAWS By submitting a proposal, the proposer represents and warrants that it is familiar with all federal, state and local laws and regulations and will conform to said laws and regulations. The preparation of proposals, selection of proposers and the award of contracts are subject to provisions of all Federal, State and County laws, rules and regulations. 8 I. CONTENTS OF PROPOSAL The New York State Freedom of Information Law as set forth in Public Officers Law, Article 6, Sections 84 et. seq., mandates public access to government records. However, proposals submitted in response to this RFP may contain technical, financial background or other data, public disclosure of which could cause substantial injury to the proposer's competitive position or constitute a trade secret. Proposers who have a good faith belief that information submitted in their proposals is protected from disclosure under the New York Freedom of Information Law shall: (a) Insert the following notice in the front of its proposal: “NOTICE The data on pages ___ of this proposal identified by an asterisk (*) contains technical or financial information constituting trade secrets or information the disclosure of which would result in substantial injury to the Proposer’s competitive position. The Proposer requests that such information be used only for the evaluation of the proposal, but understands that any disclosure will be limited to the extent that the County considers proper under the law. If the County enters into an agreement with this Proposer, the County shall have the right to use or disclose such information as provided in the agreement, unless otherwise obligated by law.” and (b) Clearly identify the pages of the proposals containing such information by typing in bold face on the top of each page: “THE PROPOSER BELIEVES THAT THIS INFORMATION IS PROTECTED FROM DISCLOSURE UNDER THE STATE FREEDOM OF INFORMATION LAW.” The County assumes no liability for disclosure of information so identified, provided that the County has made a good faith legal determination that the information is not protected from disclosure under applicable law or where disclosure is required to comply with an order or judgment of a court of competent jurisdiction. The contents of the proposal which is accepted by the County, except portions “Protected from Disclosure”, may become part of any agreement resulting from this RFP. J. EFFECTIVE PERIOD OF PROPOSALS All proposals must state the period for which the proposal shall remain in effect (i.e. how much time does the County have to accept or reject the proposal under the terms proposed). Such period shall not be less than one hundred eighty (180) days from the proposal date.