INSTRUCTION FOR COMPLETING COMPETITIVE SOLICITATION ACKNOWLEDGEMENT FORMS

The Competitive Solicitation Acknowledgement Form must be completely filled in. This may be done on line then printed or you may print then fill in with pen or typewriter. PLEASE NOTE: IF THIS IS NOT COMPLETED IT MAY BE GROUNDS FOR REJECTING YOUR SOLICITATION. NOTICE TO RESPONDERS: Responders must E-Mail or Fax Verification of Receipt of Competitive Solicitation. E-Mail Mary Ward at fsusolicitation@admin.fsu.edu or Fax Attention: Mary Ward, (850) 644-8921.

NORTHWEST REGIONAL DATA CENTER (NWRDC)

INVITATION TO NEGOTITIATE

ITN # 5363-4

NWRDC Mainframe Software Products 1.0 INTRODUCTION AND BACKGROUND Northwest Regional Data Center (NWRDC) in Tallahassee, Florida’s capital city is one of Florida’s premier data centers and is located in Innovation Park southwest of city center. NWRDC provides all aspects of information technology services to Florida’s K-20 education centers and numerous city, county and state agencies across Florida. NWRDC owns and manages a fourteen mile redundant fiber loop around the city of Tallahassee for high-speed customer access. NWRDC is also the only connect point to the Florida LambdaRail™ (FLR) further enhancing customers world-wide communication needs. NWRDC has been a leader in transitioning across diverse technology platforms operating numerous technologies used in today’s IT landscape. Many of NWRDC’s customers continue to utilize the long existing IBM mainframe to provide day to day services for their organizations. Hardware and software costs for this platform have significantly increased as the need for services have decreased with larger institutions moving to the open-systems arena. NWRDC has maintained full function and service as these decreases in usage continue in some areas. It has become necessary for NWRDC to review usage versus cost to align existing infrastructure of these systems commensurate with the fiscal constraints. NWRDC envisions a cohesive hardware and software mainframe platform supporting existing customers as well as providing new customers with capabilities far beyond departmental computing. NWRDC desires a vendor supported software environment providing necessary business related services for its customers at the least possible cost to its customers. 2.0 TECHNICAL OVERVIEW OF THE NWRDC REQUIREMENTS DEFINITION.

NWRDC will consider Responses from vendors that conform to requirements as outlined in Section 10.0 of this document. The Response must describe all processes associated with the solution along with expected impact to NWRDC and its Customers.

The total cost of the solution will be the major consideration for NWRDC in selecting a vendor or vendors. Responses must describe in detail how prices are determined, what discounts to NWRDC have been applied, and how costs will be predictably scaled if NWRDC must modify its hardware and software configurations as defined by budgetary constraints. Recurring and non-recurring costs must be clearly defined. As the basis of mainframe products included in the Response, Respondents will utilize the NWRDC Mainframe Software Products indentified in Section 10.0 of this document.

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2.1 Non-Mandatory Pre-Response Meeting: There will be a non-mandatory pre-response meeting November 19, 2009– 3 p.m.-4 p.m. located at Northwest Regional Data Center 2048 East Paul Dirac Dr. Tallahassee, FL 32310.

3.0 ITN CORRESPONDENCE AND AMENDMENTS All correspondence and amendments to this ITN solicitation will be in writing and issued/posted to the purchasing website by Florida State University’s Purchasing Department. Correspondence will be issued electronically via e-mail only. It is the responsibility of responders to make certain that their e-mail address have been sent to: Phyllis Sullivan Florida State University Purchasing Department A1400 University Center Tallahassee, Florida 32306-2370 Phone (850) 644-6850 Fax: (850) 644-8921 E-mail: pwsullivan@admin.fsu.edu Phyllis Sullivan will be the ‘Sole Point of Contact’ for all correspondence concerning this ITN. 4.0 OBJECTIVE. NWRDC desires to obtain the best price/best service for the included list of software or equivalent software based on NWRDC requirements and specifications as to equivalency. A “short list” of Vendor or Vendors will be joined in further negotiations with NWRDC to develop a final response. Only representatives of the selected companies who are authorized to negotiate and make agreements shall be involved in negotiations. 5.0 DEFINITIONS. NWRDC, Northwest Regional Data Center an auxiliary of Florida State University Respondent(s)/Respondent/Responder/Offering: Any entity submitting a written and electronic response to the ITN Awardees: Any entity awarded a purchase order/contract pursuant to this ITN according to software equivalency defined by NWRDC. 6.0 SOLICITATION FORMAT. NWRDC has elected to use the Invitation to Negotiate (ITN) process for this solicitation. The ITN is not an Invitation to BID (ITB) or Request for Response (RFP). Respondents are encouraged to understand the difference between these procedures. The ITN is a more flexible procurement process designed for the acquisition of specialty goods and services such as technology products. The process has two steps in which NWRDC will review all responses and develop a "short list" of the offers which seem to best meet the requirements of NWRDC. Once the "short list" of respondent(s) has been developed, a

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series of negotiations between designated respondent and NWRDC Evaluation Committee may commence. Negotiations offer an opportunity for the selected respondents to discuss their offers with the NWRDC team. As with the RFP, respondents are compared to each other as to best price offer and other listed criteria. The goal of this comprehensive process is for NWRDC to identify the optimal outcome or the solution that best meets the needs of NWRDC. Respondent shall provide to NWRDC written responses to any submittal questions listed in this ITN document. Written responses to the Submittal Questions should be in the same order as and tabbed/numbered as listed in submittal questions section. Written Best and Final negotiation responses shall also be provided in electronic format (Word® and/or Excel® compatible). Respondents are also encouraged to carefully review the NWRDC Terms and Conditions outlined in this ITN document. Many of these items are non-negotiable. Respondents are strongly encouraged to submit the NWRDC Terms and Conditions to their General Counsel or other appropriate representatives and identify in the ITN response any areas of concern. NWRDC and NWRDC alone will issue any award(s) resulting from this solicitation. 7.0 PREPARATION AND SUBMITTAL INSTRUCTIONS. Submit one copy of the Response on CD or PC compatible disk, preferably in Word® and/or Excel®. The original response must contain the original manual signature of the authorized person signing the Response. Responses shall be typed on letter-size (8 ½ by 11) paper, and shall be submitted in a binder. Electronic Responses should be submitted to FSU Purchasing Department. Preprinted material should be referenced in the Response and included as labeled attachments. Responses should include a Table of Contents with page number references. The Table of Contents should contain sufficient detail and should be organized according to the same format as presented in this ITN, to facilitate easy reference to the sections of the Response as well as to any separate attachments which should be identified in the main Table of Contents. If a Respondent includes supplemental information or non-required attachments with its Response, this material should be clearly identified in the Table of Contents and organized as a separate section of the Response. 8.0 COPIES. Respondents must submit a total of five (5) complete and identical copies of its entire Response. An original signature by an authorized officer of Respondent must appear on at least one (1) copy of the submitted Response. The copy of the Respondent’s, Response bearing an original signature should contain the mark “original” on the front cover of the Response. 9.0 EVALUATION PROCESS. The Evaluation Committee will evaluate and provide a consensus opinion of all initial responses. The responses most closely aligned with the detailed requirements will be asked to participate in a final negotiation. After all negotiations are complete, the Evaluation Committee will make an award to the respondent(s) whose response best meets the needs of NWRDC. Multiple awards may be necessary to accommodate NWRDC requirements.

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Responses will be evaluated by the ITN Evaluation Committee to determine a short list of companies whose written response best addresses NWRDC priorities, as previously stated. As the best interests of the NWRDC indicate, after initial written responses have been evaluated, the following negotiation process will be utilized:

• NWRDC may determine a short list of two or more companies with whom to enter

into simultaneous negotiations. A failure of the respondent(s) to provide an answer for each question may be grounds for exclusion from the short list.

• If at the conclusion of the negotiation process, the NWRDC evaluation team feels that further evaluation of an offer is not needed and is unlikely to end in a contract award to the respondent(s), the respondent(s) will be notified that his/her participation has been terminated.

• NWRDC reserves the option to begin negotiations either sequentially with the highest ranked Respondent(s) chosen and with the next ranked Respondent(s) in the event that negotiation with the highest ranked Respondent(s) is unsuccessful, or, concurrently with the top-ranked Respondent(s), should the Committee determine that to be in the best interest of NWRDC. The negotiation process will work toward finalization of a contract that satisfactorily addresses the needs of NWRDC as set forth in this ITN document and in particular the Scope of Services described in this ITN. The negotiation process will end upon submission of the “best and final” offer and Respondent(s) will not be allowed to make further adjustments to their offer or communicate further with NWRDC, except to respond to requests for clarification from the Committee using the Sole Point of Contact from the FSU Purchasing Department.

• At the conclusion of this negotiation process selected companies will be asked to submit a written best and final offer, to memorialize all agreements reached during negotiations and to extend additional benefits to the NWRDC if desired. An invitation to submit a best and final offer is not automatic.

• The final decision of the Evaluation Committee will be based upon the initial written response, negotiation sessions, and best and final offers. Such a decision may be subject to approval by the Senior Vice President for Finance and Administration.

NWRDC reserves the right to reject any or all Responses submitted. NWRDC also reserves the right to make multiple awards. 10.0 SELECTION.

The successful Response will be the Response submitted in response to this ITN on or before the submittal deadline that is the most advantageous to NWRDC. An evaluation team from NWRDC will evaluate Responses and reach a consensus opinion of the following criteria in order of priority: Price Conversion, Consulting, and Installation Process Customer Conversion and Customer Impact References The evaluation of Responses and the selection of the successful Response will be based on the information provided by Respondent in its Response. The factors to be considered by NWRDC, in evaluating Responses and selecting the successful Respondent for this award, will be those factors listed and categorized below:

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Total cost of proposal includes staff time for implementation, migration costs, length of migrations, customer training required, completeness and quality of Respondent’s offer, including multiple product discounts and a detailed breakout of recurring and non-recurring costs. Must be a three year term including three additional one year extensions without a cost increase over the six year period. Response should allow for increases/ decreases in NWRDC mainframe capacity and Respondent(s) price should reflect potential capacity changes NWRDC prefers billing method adhere to actual monthly usage as opposed to maximum potential usage.

Line Item Detail for individual software products NWRDC reserves the right to specify a final pricing request for selected software products. Each software product outlined in the Response will be identified with a single cost for each product. ‘Bundled Suites’ will not be accepted provided an individual product is capable of ‘stand alone’ operation. If the product is capable of ‘stand alone’ operation it must be priced separately. NWRDC reserves the right to pick and choose individual software products to support the needs of NWRDC Customers. NWRDC Evaluation Team will make the final decision as to compatibility of all software replacements.

Transition and Migration Period NWRDC expects specific migration and conversion tasks for all software requiring existing data and/or coding conversions. NWRDC requires a one year period for transition/migration after all selected products are installed, operational and prepared for NWRDC Customer migration with no additional cost to NWRDC. Any migration services included in the final Response will be noted and identified as non-recurring costs.

Access to Vendors Resources NWRDC expects detailed Proof of Concept evaluation for software requiring data migration and/or coding conversions. NWRDC requires access to Vendor specific migration utilities and software support services during installation, migration and production rollout for each NWRDC Customer. Any services provided by the vendor during installation, migration and customer rollout will be noted and identified as non-recurring costs.

Customer Impact Considerations NWRDC will maintain customer contact to assure any changes or transitions do not adversely affect customer processes and procedures.

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NWRDC Mainframe Software Products VENDER PRODUCT Contract Termination

Date

Current Pricing

BMC Catalog Manager for DB2

3/1/2010 - 2/28/11 $143,000 all BMC Products

BMC Control M for z/OS 3/1/2010 - 2/28/11 BMC Log Master for DB2 3/1/2010 - 2/28/11 BMC Alter for DB2 3/1/2010 - 2/28/11 Computer Associates AllFusion CA Intertest

For CICS 7/15/09 - 6/30/10

$598,502 all CA Products

Computer Associates AllFusion CA Panvalet 7/15/09 - 6/30/10

Computer Associates AllFusion CA Symdump Intertest Option for CICS

7/15/09 - 6/30/10

Computer Associates Brightstor CA1 Tape Mgmt

7/15/09 - 6/30/10

Computer Associates Brightstor CAFilesave/RCS Automated Recovery

7/15/09 - 6/30/10

Computer Associates eTrust CA  ACF2 Security

7/15/09 - 6/30/10

Computer Associates Unicenter CA Easytrieve 7/15/09 - 6/30/10

Computer Associates Unicenter CA Easytrieve Option for DB2

7/15/09 - 6/30/10

Computer Associates Unicenter CA Insight Performance Monitor For DB2

7/15/09 - 6/30/10

Computer Associates Unicenter NetMaster Network Mgmt for TCP/IP

7/15/09 - 6/30/10

Computer Associates Unicenter Endevor 7/15/09 - 6/30/10 Fischer International IOF/TSO 7/1/09 - 6/30/10 $5,940 GT Software ASSIST/TS 7/1/09 - 6/30/10 $18,773 all GT

Products GT Software BMS/TS/ Macro 7/1/09 - 6/30/10 IBM Debug Tool for z/OS 7/15/09 - 6/30/10 $1,608,512 all IBM

Products IBM QMF for z/OS 7/15/09 - 6/30/10 IBM IPT (Spiffy) 4/1/10 - 3/31/11

IBM OPTIM-Access for DB2 7/15/09 - 6/30/10

IBM OPTIM Move for DB2 7/15/09 - 6/30/10

IBM OPTIM-Compare for DB2

7/15/09 - 6/30/10

IBM Tivoli License Compliance Manger for z/OS

07/15/09 – 06/30/10

IBM/Candle CandleNet Portal Server 7/1/09 - 6/30/10 IBM/Candle Omegamon DE for

OS390 7/1/09 - 6/30/10

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IBM/Candle Omegamon XE for CICS

7/1/09 - 6/30/10

IBM/Candle Omegamon XE for z/OS 7/1/09 - 6/30/10 Innovation Data Processing

ABR 7/1/09 - 6/30/10 $17,528 all Innovation Data Products

Innovation Data Processing

FATS/FATAR 7/1/09 - 6/30/10

Innovation Data FDR/FASTCPK 7/1/09 - 6/30/10 Innovation Data Processing

Inst SNAPShot 7/1/09 - 6/30/10

MacKinney System ISPF VSAM Utility 7/1/09 - 6/30/10 $125 MVS Solutions Dataset Contention

Services 2/1/10 - 1/31/11 $29,700 all MVS

Solutions Products MVS Solutions Job Binding Services 2/1/10 - 1/31/11 MVS Solutions ThruPut Manager 2/1/10 - 1/31/11 Data Direct Shadow Direct (DB2,

CICS Trans Server, Shadow Event

7/1/09 - 6/30/10 $35,331 all Data Direct Products

Data Direct Shadow Web Server (DB2, CICS Support, Rexx tools)

7/1/09 - 6/30/10

NETEC Logical Console Oper Type E License

7/1/09 - 6/30/10 $3,190

Online Ultimate Net Results/z 7/1/09 - 6/30/10 $2,090 PACE CICS Charging Interface

(US CCS‐NA) 7/1/09 - 6/30/10 $42,879 all Pace

Products PACE Data Center Accounting

System (US DAS‐NA) 7/1/09 - 6/30/10

PACE DB2 Charging System (US DBCS‐NA)

7/1/09 - 6/30/10

PACE Financial Mmgt System US FMS‐NA

7/1/09 - 6/30/10

PACE KOMAND Info Manager (US DBCS‐NA)

7/1/09 - 6/30/10

Quest Software NC Access Premier / Multi-Session

7/1/09 - 6/30/10 $18,589

Syncsort Software Syncsort for z/OS 7/1/09 - 6/30/10 $7,341 All Responses will initially be reviewed for conformance with the Terms and Conditions of NWRDC as contained within this ITN and applicable statutes and practices of the State of Florida. Evaluation and final award based on best and final Response(s) will be made to the Respondent (s) who best meets the needs of NWRDC. Final negotiated offers resulting from this ITN will be evaluated by a committee composed of NWRDC employees. 11.0 AUTHORITY to NEGOTIATION.

• Representatives of the respondent(s) selected to participate in oral negotiation(s) shall be first required to submit written authorization from the company CEO or CFO attesting to the fact that the company’s lead negotiator is authorized to bind the company to the terms and conditions agreed to during negotiations and as contained in the respondent(s) best and final offer. Such authorization will be requested upon notice of first negotiation, and the provision of such authorization will be a prerequisite to

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continuation in the ITN process. NWRDC will not enter into extensive contract negotiations with the selected respondent(s) after the negotiation process has been completed. If NWRDC determines that a company awarded a contract based on this ITN does not honor all agreements reached during the negotiations, and as contained in the best and final offer, NWRDC reserves the right to immediately cancel the award, and to place the company on the NWRDC suspended vendor list.

• Company negotiators shall enter the negotiations prepared to speak on behalf of the respondent(s) company. NWRDC reserves the right to immediately terminate negotiations with any company whose representatives are not empowered to, or who will not, make decisions during the negotiation session. Companies are reminded that NWRDC may elect not to solicit a best and final offer from any company whose representative(s) have been unable or unwilling to commit to decisions reached during the verbal negotiation process.

• Only representatives of the selected companies who are authorized to negotiate

and initiate contracts shall be involved in negotiations

12.0 POSTING OF FINAL AWARD TABULATION. 1) The consensus opinion for a recommended award will be posted to the Purchasing website for review by interested parties. Decisions will remain posted for a period of seventy-two (72) hours. Failure to file a protest within the time prescribed in Section 20.57(3) b), Florida Statutes, shall constitute a waiver of proceedings under Chapter 120, Florida Statutes. Protests are submitted to the address in this paragraph. 2). Any notice of protest or formal written protest to an NWRDC action or intended action, which is filed before the ITN tabulation posting, is null and void. To be considered, a notice of protest or formal written protest must be filed within the time limits set forth in Section 120.57(3) (b), Florida Statutes. 3). Any notice of protest or formal written protest to the specifications issued by the NWRDC must be filed within the time limits set forth in Section 120.57(3)(b),F.S. 4). Any notice of protest or formal written protest to any amendment issued by the NWRDC must be filed within the time limits set forth in Section 120.57(3)(b), F.S. 13.0 SPECIAL ACCOMMODATIONS. Any person requiring a special accommodation, because of a disability, should call the FSU Purchasing and Receiving office at least 3 workdays prior to any activity in conjunction with this solicitation. 14.0 DISCREPANCIES. If there are discrepancies in the material or content between the original copy of the respondent’s offer to this ITN and the copies, the information contained in the original copy of the response shall prevail. ’Original Copy’ is further defined by the copy posted on the FSU Purchasing website. 15.0 REVIEW. The responses will be first reviewed by the FSU Purchasing staff to verify if they conform to ITN instructions contained in the submittal paragraph (Paragraph No.7.0).

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Responses that do not conform to said instructions may be rejected and not reviewed further. 16.0 RESPONDENT EMPLOYEES. All employees of the respondent(s) shall be considered to be at all times the sole employees of the respondent(s) under his/her sole direction and not an employee or agent of NWRDC. The respondent(s) shall supply competent and capable employees. NWRDC may require the respondent(s) to remove an employee it deems careless, incompetent, or insubordinate, or otherwise objectionable and whose continued employment on NWRDC property is not in the best interests of NWRDC 17.0 MARKS, NAMES, LOGOS, DESIGNATIONS. The Respondent(s) is not authorized to use the names, symbols, emblems, designs, colors, uniforms, logos, designations or other proprietary marks of NWRDC. Use of the above designations are prohibited but not limited to advertising, merchandising, promotion and sale of products or services without the prior written approval of NWRDC. The Respondent(s) will be responsible for securing prior approval from NWRDC and for paying a fee to NWRDC when using said names, emblems, logos and other NWRDC designations, when such fee is applicable. 18.0 RESPONDENT'S INSURANCE. The selected respondent(s) shall not commence any work in connection with this contract until the respondent(s) has obtained all of the appropriate insurance coverage to adequately protect NWRDC from any and all liability and property damage hazards which may result from the performance of this contract by the respondent. Furthermore, all insurance shall be with insurers qualified and duly licensed to transact business in the State of Florida or the state in which the work is being done. The State of Florida, The Florida State University acting for and behalf of the Florida State University Board of Trustees, a public body shall be the named additional insured. The University shall be exempt from, and in no way liable for, any sums of money that may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the respondent(s). The respondent(s) shall be required to furnish a public liability policy of insurance protecting the public against bodily injury and property damage, automobile liability, worker’s compensation coverage and commercial blanket bond protection in accordance with the following schedule of limits and conditions, where applicable. 19.0 ADVERTISING. In submitting an ITN, Respondent(s) agrees not to use the results there from as a part of commercial advertisement.

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20.0 DISQUALIFICATION OF RESPONDENT. Only one ITN from an individual, Respondent(s), partnership, corporation or association under the same or different names will be considered. Reasonable grounds for believing that an Respondent(s) is involved in more than one ITN for the same item will be cause for rejection of the highest ITN in which such Respondents are believed to be involved. Any or all Responses will be rejected if there is reason to believe that collusion exists between Respondents. ITNs in which the prices obviously are unbalanced will be subject to rejection. 21.0 References. Please submit a minimum of 4 references from Institutions of similar size and complexity as North West Regional Data Center where you have done this type of consulting, planning, implementation, installation. Include: company name, company address, contact person with telephone and email address. Also include in this section the names titles, contact information and years of service of the Respondent(s) staff that will be working on this project with North West Regional Data Center. 22.0 SEALED RESPONSE – TERMS AND CONDITIONS All Respondents and other participants of this ITN agree that they have read and fully understand these terms and agree to be bound thereby. Acceptance of Terms and Conditions By submitting a response the respondent agrees that they have read, fully understand and accept these Terms and Conditions. 1.0 TERMS AND CONDITIONS

1.1 Submission of Mandatory Forms Respondent(s) are required to return the Competitive Solicitation (CS) Acknowledgment Form with their Response. A representative who is authorized to contractually bind the Respondent(s) shall sign the Acknowledgment Form.

1.2 Delivery Location Sealed Responses will be accepted until the date and hour listed in the “Calendar of Events” in this Response, at the Florida State University Purchasing Department, A1400 UCA, 282 champions Way Tallahassee, FL 32306 at which time a public opening will take place. This is an absolute deadline. Responses received after that date and time will be rejected. Delivery to any other point on or off campus is not acceptable and shall be grounds for rejection of the Response.

1.3 Delivery Address Responses sealed in a clearly identified envelope will be accepted at the following address:

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Purchasing Department Florida State University A1400 University Center Tallahassee, Florida 32306-2370 Note: Delivery to any other point on, or off, campus is NOT acceptable and shall be ground for rejection of the Response.

1.4 Delivery Deadline The absolute deadline for receipt of sealed Responses is listed in the “Calendar of Events”, Section of this Response. The clock in the lobby of the Purchasing Department shall be the official timepiece for determining if a Response has been received at the correct time. Responses received after the time and date listed in the “Calendar of Events” will not be accepted and shall be returned to the sender unopened.

1.5 Point of Contact The Respondent(s) point of contact for all matters relating to this Response is:

Phyllis Sullivan Florida State University Purchasing Department A1400 University Center Tallahassee, Florida 32306-2370 Phone (850) 644-6850 Fax: (850) 644-8921 E-mail: pwsullivan@admin.fsu.edu

Written questions on this Response must be submitted to Phyllis Sullivan. Questions must be received by the date listed for that event in the “Calendar of Events”.

1.6 Vendor Point of Contact Each Response shall identify in its submittal the single point of contact for all matters in relation to the response.

1.7 Public Inspection In accordance with Florida Statutes, the Responses shall not be made available for public inspection until NWRDC provides notice of a decision or intended decision pursuant to s.120.53 (5) (a), Florida Statutes, or within 20 days after the opening date, whichever is earlier.

1.8 Written Communications Required Only those communications that are in writing from FSU Purchasing Department shall be considered as a duly authorized expression on behalf of NWRDC. Also, NWRDC will recognize only communications from Respondent(s) that are signed and in writing as duly authorized expression on behalf of the Respondent(s).

1.9 Formal Offer A Respondent(s)'s written submission in response to the Response shall be considered as the Respondent(s)’s formal offer. The content of the Response, the Respondent(s)’s submission in response to the Original RESPONSE, Best

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and Final RESPONSE and resulting contract/purchase order(s) shall be considered the entire agreement between the successful Vendor and NWRDC. It is understood and agreed that nothing herein is intended, or should be construed, as constituting the Vendor as the agent or representative of NWRDC for any purpose or in any manner whatsoever. The Vendor is, and shall remain, an independent contractor operating in accordance with the terms and conditions of the license granted as a result of this Request for Response.

1.10 Interpretations The following paragraph supersedes paragraph (7), Interpretations of the General Conditions, on the Request for Response Commodities Acknowledgment form: “Respondent(s) shall examine the Response to determine if NWRDC requirements are clearly stated. If there are any requirements that are too vague or restrict competition, the Respondent(s) may request, in writing, that the Specifications be changed. A Respondent(s) who requests changes in the Specifications must identify and describe the Respondent(s) difficulty in meeting NWRDC specifications; must provide detailed justification for the change, and must provide a recommended change to the Specification. Requests for changes must be received in the FSU Purchasing Department by the close of the business day, not later than the entry noted in the "Calendar of Events" area of this RESPONSE as the last day to receive written inquiries regarding the Response. A Respondent(s)’s failure to request changes by the permissible date shall constitute a waiver of the Respondent(s) right to protest the RESPONSE on the basis of Specifications. NWRDC reserves the right to determine which changes to the RESPONSE shall be acceptable to NWRDC. If required, NWRDC shall issue an addendum reflecting the changes to the RESPONSE. This addendum shall be sent to all Respondent(s) so that each is given the opportunity of submitting a Response to the same Specification. Said Specifications shall be considered NWRDC’s minimum mandatory requirements.”

1.11 Verbal Communications Respondent(s) may not consider any verbal instructions as an official expression on NWRDC’s behalf. Only written communications, signed by a duly authorized representative of FSU Purchasing Office shall be considered valid.

1.12 Response Tabulation A Response Tabulation that as the “Notice of Award” will be posted for review by interested parties at FSU Purchasing Department on the days noted in the "Calendar of Events" area of this Response and will remain posted for a period of seventy-two (72) hours. Any person who is adversely effected by NWRDC decisions or intended decisions as detailed above in connection with this Response, shall file a written “Notice of Protest” with the Director of Purchasing. Failure to file a “Notice of Protest” within the 72 hours after the NWRDC intended decisions is posted shall constitute a waiver of proceedings under s.120 Florida Statutes. A “Notice of Protest” is considered filed when it is delivered to the Purchasing Department, A1400 University Center, during the normal hours of operation of the FSU Purchasing Department, 8:00 a.m. through 5:00 p.m., Monday through Friday. Failure to file a “Formal Written Protest” and the bond required under s 287.042(2), Florida Statutes within ten (10) days after filing the “Notice of Protest” in accordance with Rule 6C2-2.015(23) shall constitute a

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waiver of the Respondent(s)’s right to protest under s. 120.53(5)(b), Florida Statutes.

1.13 Mandatory Requirements Any Response that fails to meet mandatory Specifications stated in the RESPONSE shall be rejected. Any Response that does not comply with the functional, cost or contractual requirements in the RESPONSE may be rejected. NWRDC shall not be liable to pay for information obtained from or through any Respondent(s) prior to issuing the purchase order to the successful Respondent(s).

1.14 Minor Irregularities NWRDC reserves the right to waive minor irregularities in Responses, providing such action is in the best interest of NWRDC. Minor irregularities are defined as those that have no adverse affect on NWRDC’s interest, will not affect the amount of the Response and will not give a Respondent(s) an advantage or benefit not enjoyed by another Respondent(s).

1.15 Response Materials The materials submitted in response to this Response become the property of NWRDC upon delivery to the FSU Purchasing Department. All of the materials will be considered as part of this Response and will be subject to review as public records 10 days after the Response is opened or an award is made, whichever occurs first.

1.16 Response Rejection NWRDC shall have the right to reject any or all Responses, and in particular reject a Response not accompanied by data required by the RESPONSE, or a Response in any way incomplete or irregular, including omissions of pricing. Conditional Responses will not be accepted.

1.17 Conflict between Documents If any terms and conditions contained within the documents related to this RESPONSE are in conflict with any other terms and conditions contained therein, then the various documents comprising this Response, as applicable, shall govern in the following order of precedence: Amendment/Change Order, Policy, Purchase Order, Addenda, Response Terms and Conditions, Response Specifications, General Conditions of the RESPONSE, Response.

1.18 Additions, Deletions, Substitutions Should NWRDC find it necessary to supplement, modify, correct, or interpret any portion of the Response during the Response period, such action shall be taken by issuance of a written Addendum to the documents distributed to all known prospective Respondent(s).

1.19 Interpretation Neither interpretation of the meaning of the RESPONSE documents, nor any correction of ambiguity, inconsistency or error will be made to any Respondent(s) orally. All such communications will be in the form of written addenda as issued by the Contract Administrator. Only written addenda issued by FSU Purchasing Department shall be binding. Respondent(s) are advised that no other source is

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authorized to accept or give information concerning, explain, or interpret the Response.

1.20 Requests for Clarification All requests for such interpretation or correction shall be made in writing directly to the FSU Purchasing Department. Only those written requests properly submitted no later than specified can be considered. Oral or late requests will not be valid.

1.21 Acknowledgment Any addenda issued by NWRDC to participating Respondent(s) shall include an "Addenda Acknowledgment Form." This form shall be signed by a company representative, dated and returned to NWRDC by the date specified in the "Calendar of Events" for Responses to be opened.

1.22 Pride It is expressly understood that any articles which are the subject of, or required to carry out the purchase order/contract/agreement resulting from this RESPONSE, which have been certified by the corporation identified under Chapter 946, F.S., shall be purchased from said corporation in the same manner and under the procedures set forth in Section 946.15(2), (4), F.S. For purposes of the contact/agreement resulting from this RESPONSE, the person, Respondent(s) or other business entity carrying out the provisions of this agreement shall be deemed to be substituted for this agency insofar as dealings with such corporation.

1.23 Public Record The successful Respondent(s) shall allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by him/her in conjunction with the contract resulting from this RESPONSE. Refusal by the successful Respondent(s) to allow such public access shall be grounds for cancellation of the contract by NWRDC.

1.24 Amendments Any amendments, alterations or modifications to the contract resulting from this Response must be in the form of a change order to the original contract and have the written approval of the FSU Purchasing Department and must be signed or initialed and approved by the same signatories noted on the Response.

1.25 Validity The laws of the State of Florida shall govern the validity, construction, and effect of any purchase order/contract or change order.

1.26 Availability of Funds The obligations of NWRDC under any resulting award shall be subject to the availability of funds lawfully appropriated annually for its purposes by the NWRDC Policy Board.

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1.27 Taxes NWRDC as an auxiliary of Florida State University and State of Florida is entitled to the benefits of sovereign immunity including immunities from the payment of federal excise and state sales taxes on direct purchases of tangible personal property or services by the Vendor in the performance of the contacts with NWRDC.

1.28 Assignment Under no circumstances shall the successful Respondent(s) assign to a third party any right or obligation of successful Respondent(s) pursuant to this Response without prior written consent of NWRDC. If the successful Respondent(s) is, or during the term of the contract resulting from this Response, becomes an individual on the payroll of the State of Florida, successful Respondent(s) represents that he or she has complied with all applicable provisions in the Florida Statutes and Florida Administrative Code regarding outside or dual employment and compensation.

1.29 Uses by Others With the consent and agreement of the successful vendor, purchases may be made under this Response by other universities, government agencies or political subdivisions within the State of Florida. Such purchases shall be governed by the same pricing, terms, and conditions stated herein with no deviations allowed. This agreement in no way restricts or interferes with the right of any public agency or political subdivision to Response any or all of the items or services independently.

1.30 Jurisdictional Applicability Applicable provisions of all federal, State of Florida, county and municipal statutes, laws, ordinances, rules and regulations shall govern any Response submitted hereto and any resulting contract. Lack of knowledge by any Respondent(s) shall not constitute a cognizable defense against the legal effect thereof. Disputes arising from, or in connection with, the contract shall be determined before a Florida court of competent jurisdiction or through an applicable administrative proceeding whichever is appropriate to the circumstances under Florida law. In the event that either party is required to obtain any permit, license or authorization as a prerequisite to performing its obligation under the contract, the cost shall be borne by the party required to obtain the permit, license or authorization.

1.31 Public Entity Crime A person or affiliate who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a contract to provide any goods or services to a public entity, may not submit a Response on a contract with a public entity for the construction or repair of a public building or public work, may not submit Responses on leases of real property to a public entity, may not be award or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section

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287.017, F.S., for Category Two for a period of 36 months from the date of being placed on the convicted vendor list.

1.32 Governmental Restrictions In the event any governmental restrictions may be imposed which would necessitate alteration of the terms of the contract resulting from this Response, it shall be the responsibility of the successful Respondent(s) to immediately notify NWRDC in writing, indicating the specific regulation which requires the alteration. NWRDC reserves the right to accept any such alteration, including any fee adjustments occasioned thereby, or to cancel the contract at no expense to NWRDC.

1.33 Cancellation without Cause For the protection of both parties, any contract entered into as a result of this Response may be canceled without cause or without penalty, in whole or in part by either party by giving a sixty (60) day prior notice in writing to the other party.

1.34 Equal Opportunity The Vendor must at all times during the term of the contract be in compliance with all federal, state and local laws, rules and regulations relating to the nondiscrimination clause contained in Section 202, Executive Order 11246, as amended by Executive Order 11375, relative to Equal Employment Opportunity for all persons without regard to race, color, religion, sex or national origin and the implementing rules and regulations proscribed by the Secretary of Labor are incorporated herein. The applicable sections, rules and regulations referenced above are hereby incorporated into the terms and conditions of this Response.

1.35 Governmental Action It is mutually agreed that if at any time during the term of the contractual agreement the Vendor is required to make extensive program changes, as a direct result of any determination, or action by any applicable Federal, State, or Local Government authority, NWRDC will be willing to negotiate any unit cost increase necessitated by such changes, subject to availability of funds. Any negotiated price increase may not be implemented until a contract amendment signed by both parties is processed through the FSU Purchasing Department.

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INVITATION TO NEGOTIATE ACKNOWLEDGEMENT FORM

NWRDC Mainframe Software Products I certify that this response is made without prior understanding, agreement, or connection with any corporation, Respondent(s) or person submitting a response for the same materials, supplies or equipment, and is in all respects fair and without collusion or fraud. I agree to adhere by all conditions of this response and certify that I am authorized to sign this response for the respondent and that the respondent is in compliance with all requirements of the Invitation to Negotiate, including but not limited to certification requirements. Company Name: _________________________________________ Address: ______________________________________________ Address: ______________________________________________ Address: ______________________________________________ Authorized Signature (Manual):________________________ Authorized Signature (Typed):_________________________ Corporate Charter No.:________________________________ F.E.I.D. No.:_________________________________________ Telephone: _______________________ Fax: ________________ Toll Free: _______________________ Email: ______________ Submit Response To: Purchasing and Receiving

FLORIDA STATE UNIVERSITY A1400 University Center Tallahassee, FL 32306-2370

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CALENDAR OF EVENTS Invitation to Negotiate

NWRDC Mainframe Software Products

A. November 12, 2009 Invitation to Negotiate Issued.

B. November 19, – 3 p.m. Non-Mandatory Conference will be held at Northwest Regional Data Center 2048 East Paul Dirac Dr. Tallahassee, FL 32310.

C. December 3, 2009 – 5:00 p.m. Last day for respondents to submit written

questions to FSU Purchasing Department, all questions via email to pwsullivan@admin.fsu.edu.

D. December 11, 2009 – 5:00 p.m. NWRDC will respond to written questions and

questions not answered at the pre-ITN conference. Response will be an addendum to the ITN.

E. December 16, 2009 – 5:00 p.m. Last day to protest ITN requirements,

specifications, including addenda, if any.

F. December 23, 2009 – 10:30 a.m. Respondent Responses due in

G. On or about January 11 – January 22, 2010. Negotiation Sessions (If Needed).

H. On or about January 29, 2010 – 2 p.m. Best and Final Offers due.

I. On or about February 5, 2010 Posting of final award(s)