01-Bid Proposal Form.docx

PROPOSAL FORM

This Proposal Form is prepared for Roswell Park by the Respondent identified on the last page of this Proposal Form in response to the above referenced RFP. Capitalized terms used but not defined herein have the same meanings assigned to them in the RFP.

1. ADDENDA. The following Addenda issued by Roswell Park are incorporated herein by reference. All Addenda issued must be listed below as confirmation of Respondent’s receipt and review of such Addenda. If no Addenda were issued by Roswell Park, state “None”.

2. RESPONDENT INFORMATION.

Title:

Phone: ( ) - , Ext.

Fax: ( ) -

Email:

|_| Limited Liability Company

|_| Partnership

|_| Certified NYS MBE (attach a copy of the certification)

|_| Certified NYS WBE (attach a copy of the certification)

|_| Other (specify):

3. RESPONDENT’S OFFERING. The Respondent is required to use this Proposal Form to respond to the RFP. Relevant sections of Section 6 (Scope of Request) of the RFP that require specific responses are restated below with fillable fields for the Respondent’s use. The Respondent must respond to each item and no fields should be left blank. If, for example, the Respondent’s CLM does not offer the functionality required under a particular item, the Respondent should include a statement to that effect in the associated field, rather than leaving the field blank. Provided that the Respondent substantively responds to each item, the Respondent may attach supplemental documentation if necessary to support or provide examples relevant to an item (e.g., a screen shot of a dashboard). Such supplemental documentation should be clearly labeled with the item number that it supports. Supplemental documentation may not include any terms and conditions.

RELEVANT SCOPE OF REQUEST SECTIONS:

6.2 System Configuration and Customization

6.2.1 Contract Record

The CLM must:

(a) Have customizable contract data points/fields (i.e., contact type and sub-type, risk factors, required approvals, internal and external contacts, key dates, etc.). Describe:

(b) Allow for the ability to:

(I) Easily change internal and external contacts to a new contacts (i.e., when an employee leaves Roswell Park or a vendor). Describe:

(II) Appropriately identify, search, and store contracts entered into the CLM by Roswell Park and its affiliates. Describe:

6.2.2 Vendor Profile

The CLM must allow for the ability to:

(a) Set up “locked” vendor profiles and limit ability to create and modify vendor profiles to certain approved users. Describe:

(b) Easily change a vendor name across the entire database (i.e., merger or acquisition). Describe:

(c) Relate vendor profiles or otherwise account for different subsidiaries and divisions of a vendor. Describe:

6.2.3 Contract History

The CLM must:

(a) Allow for the ability to:

(I) Maintain detailed lifecycle information (i.e., routing history, record of approvals, renewals, etc.). Describe:

(II) Allow for the ability to store ancillary documents in the contract record. Describe:

(b) Allow for automated storage of email exchanges (e.g., ability to “copy” the contract record via email or have other automated means of saving emails to the contract record, even if the drafting/negotiation is handled outside of the CLM).

6.2.4 Contract Types and Metadata

The CLM must:

(a) Support multiple contract types, including vendor, research, clinical, employment, educational, real estate, material transfer, and confidentiality agreements. Describe:

(b) Be configurable to support multiple internal review status types. Describe:

(c) Be configured with custom metadata fields to support legal, regulatory, and operational requirements. Describe:

(d) Include configurable clause libraries and standardized language options. Describe:

6.2.5 Correlation

The CLM must allow for the ability to:

(a) Link/correlate related contracts (e.g., link business associate agreements, amendments, renewals, etc. to underlying or associated agreements). Describe:

(b) Link contracts relating to the same project or link multiple contracts to the same vendor profile. Describe:

6.2.6 Master Terms

The CLM must allow for the ability to store master agreements and terms and conditions in a manner that makes it easy to:

(a) Determine whether there are master terms on file for a vendor. Describe:

(b) Find and retrieve relevant master terms (i.e., easily distinguish between purchase terms versus service terms). Describe:

6.2.7 Notifications and Alerts

The CLM must allow for the ability to:

(a) Send customizable, auto-generated notifications to internal clients (e.g., contract expiration or renewal). Describe:

(b) Customize notice content based on contract type or renewal terms. Describe:

6.2.8 Search and Filter

The CLM must allow for:

(a) The ability to search, sort, and filter contracts based on multiple data points (e.g., vendor, Department, Department contact, reviewer, cost center, contract type, contract sub-type, effective date, submission date, etc.). Describe:

(b) Keyword and full text searches that allow for the ability to:

(I) Include or exclude text of contract documents in a search. Describe:

(II) Add customizable flags or tags for searching, (e.g., contracts that are subject to Quality Committee oversight, contracts that are subject to MWBE goals, contracts that have certain risk factors, etc.). Describe:

6.2.9 Customization

The CLM must allow for the ability to:

(a) Customize contract record fields such as “contract type” and sub-fields such as “service type”. Describe:

(b) Distinguish between contracts where Roswell Park is the provider versus the recipient of services. Describe:

6.2.10 Integration, Interface, and Compatibility

The CLM must:

(a) Integrate, interface, and/or be compatible with Workday (supply chain management), Microsoft Office tools (Word, Outlook, Excel, Exchange), and Adobe Portable Document Format (PDF). Describe:

(b) Be compatible with electronic signatures. Describe:

6.2.11 Workflows

The CLM workflows must:

(a) Be configured for contract submission, intake, reviewer assignment, review or drafting, negotiation, approval, execution, amendment, assignment, renewal, and expiration or termination workflows. Describe:

(b) Be customizable, dictating who must review and approve and in what order, depending on contract type, contract value, requesting Department, and other factors. Describe:

(c) Support conditional routing, parallel reviews, escalation paths, and approval thresholds. Describe:

(d) Be configurable without requiring custom code. Describe:

6.2.12 User Roles, Access, and Permissions

The CLM must:

(a) Support role based (e.g., Legal reviewer, Purchasing, Department contact, Information Security reviewer, etc.) access controls. Describe:

(b) Have configurable permissions and access restrictions at the contract, workflow, and reporting levels (e.g., based on role, contract type, for highly sensitive/confidential contracts [e.g., employment agreements, agreements containing PHI], etc.), including the ability to assign view-only access to see where contract is in the review process. Describe:

(c) Maintain a complete audit trail of all user activity. Describe:

6.2.13 Electronic Contract Submission

The CLM must have functionality to enable Roswell Park to:

(a) Allow internal clients to submit contract review (and drafting) requests electronically through the CLM. Describe:

(b) Customize the contract submission format depending on contract type (e.g., procurement contract, employment agreement, material transfer agreement, payor contract). Describe:

(c) Have “if, then” data fields in the submission forms that require additional fields to be completed or skipped depending on previous answers. Describe:

6.2.14 Central Repository of Templates

The CLM must have functionality to enable Roswell Park to:

(a) Maintain current contract templates and standard provisions within the CLM. Describe:

(b) Easily update language across all templates. Describe:

6.2.15 Information and System Security

Roswell Park contracts involve PHI and other sensitive data. As such:

(a) The CLM must be HIPAA compliant. Describe:

(b) If, in providing installation, implementation, support, and/or maintenance of the CLM, the Successful Respondent will create, host, or transmit Roswell Park PHI, the Successful Respondent must use an encryption solution that meets, at a minimum, National Institute of Standards and Technology (“NIST”) guidance and is Federal Information Processing Standards (“FIPS”) 140-2 (or higher)-validated to encrypt all PHI at rest, in any Successful Respondent technology, which includes all PHI maintained in back-ups (whether maintained by Successful Respondent or a subcontractor), and in transit within, from, or to any Successful Respondent technology. Additionally, the Successful Respondent shall ensure that all Successful Respondent technology containing Roswell Park PHI is secured using a FIPS 140-2 (or higher)-validated whole-disk encryption solution and that the cryptographic module used by the encryption or other cryptographic product be tested and validated under the NIST Cryptographic Module Validation Program to confirm compliance with the requirements of FIPS Publications 140-2 (or higher). Describe:

6.3 Data Migration and Integration

The Successful Respondent shall provide data migration and integration services, including:

(i) Migration of active contracts and related metadata from legacy systems and repositories. Describe:

(ii) Indexing and association of contract documents with metadata fields. Describe:

(iii) Validation of migrated data for completeness and accuracy. Describe:

(iv) Describing available integrations with commonly used enterprise systems, including identity management, document repositories, and electronic signature platforms. Describe:

6.4 Dashboards

The CLM shall include configurable role-based dashboards displaying the contracts that the user is connected to (e.g., as Legal Reviewer, Requesting Department Manager, Executive, Purchasing, etc.) Dashboards shall display real time or near real time data, providing visibility into:

(i) Contract volume (by type, status, Requesting Department, etc.). Describe:

(ii) Contract review and cycle times. Describe:

(iii) Next steps/phases of review. Describe:

(iv) Workload distribution. Describe:

(v) Review queues based on type, status, and priority. Describe:

(vi) Upcoming expirations and renewals. Describe:

(vii) Key contractual obligations and milestones. Describe:

6.5 Tracking and Reporting

The CLM must allow for:

(i) Track and report on the time a contract spent in various queues/phases. Describe:

(ii) Create and run custom reports based on multiple data points, including customized tags/flags. Describe:

(iii) Manipulate/edit reports. Describe:

(iv) Export reports in standard formats. Describe:

(v) Automatic notifications to internal clients when a contract moves to a new phase/queue. Describe:

6.6 Key Performance Indicator Tracking

The CLM shall support the definition, tracking, and reporting of Key Performance Indicators (“KPIs”) related to contract review and management. The CLM must:

(i) Provide standard KPI metrics commonly used by in house Legal Departments. Describe:

(ii) Support configuration of custom KPIs. Describe:

(iii) Enable historical trend analysis and comparison reporting. Describe:

(iv) Contain KPIs that include, at a minimum:

(a) Contract review turnaround time. Describe:

(b) Time spent in workflow stages/statuses. Describe:

(c) Contract volume by type. Describe:

(d) On time completion of reviews and renewals. Describe:

6.7 Training, and Change Support

The Successful Respondent shall provide Roswell Park with:

(i) System and user acceptance testing support. Describe:

(ii) Training for legal staff and system administrators. Describe:

(iii) Written training materials and system documentation. Describe:

(iv) Post deployment support during the stabilization period. Describe:

6.8 Testing, Deployment, and Go Live

The Successful Respondent shall be responsible for:

(i) Assistance with identifying and formatting existing contracts, documents, and other data for migration. Describe:

(ii) Deployment planning and execution. Describe:

(iii) Final configuration testing and validation. Describe:

(iv) Go live support. Describe:

(v) Issue resolution during initial production use. Describe:

6.9 Support and Maintenance

The Successful Respondent shall be responsible for the following throughout the Term:

(i) Ongoing technical support services. Describe:

(ii) System maintenance and updates. Describe:

(iii) Customer support and escalation. Describe:

(iv) Optional support for customization/optimization services. Describe:

6.10 Additional System Features

Roswell Park prefers that the CLM have the following functionality:

6.10.1 Artificial Intelligence Contract Review and Drafting Capabilities

Native or seamlessly integrated Artificial Intelligence (“AI”) tools designed to streamline the contract lifecycle, from initial drafting through negotiation and final execution, including:

(a) Dynamic Template Generation: Features that allow users to generate first drafts of standard agreements (e.g., consulting service agreements, confidential non-disclosure agreements, academic affiliation agreements) using natural language prompts and predefined data fields. Describe:

(b) Intelligent Redlining: Tools that allow users to accept, reject, or rewrite clauses in real-time within the CLM, automatically offering preferred alternate language, or language that was previously agreed upon with the outside party. Describe:

(c) Negotiation History Tracking: Ability to track and summarize historical negotiations, helping Legal and Purchasing teams quickly understand what favorable terms were previously achieved with the outside party or why certain concessions were made in previous contracts. Describe:

(d) Playbook Enforcement: Tools that will allow the development, customization, and maintenance of internal playbooks (e.g., based on contract type), and tools that will automatically compare drafted contracts against the appropriate playbook, identifying deviations and suggesting alternate language to comply with the playbook.

(e) Rapid Extraction: Tools capable of ingesting third-party contracts (PDFs, Word documents, scanned images) and extracting key metadata, including but not limited to: effective dates, termination clauses, auto-renewals, limitation of liability, insurance, and indemnification. Describe:

(f) Executive Summaries: Tools that will automatically generate concise, plain-language summaries of complex contracts to facilitate faster review and support communication with the Contract Owner. Describe:

(g) Automated Risk Scoring: Ability to review third-party paper against organizational risk tolerance, standard templates, and playbooks, providing a risk assessment score and highlighting critical missing, contradictory, or non-compliant clauses. Describe:

6.10.2 Negotiation

(a) Negotiate/exchange drafts with internal and external users within the CLM. Describe:

(b) Control versions with automatic document labeling or other functionality. Describe:

6.10.3 Automation

(a) Automate the signature process (internal and external). Describe:

(b) Automatically:

(I) Distribute executed contracts or a link to executed contracts for interested parties (internal and external). Describe:

(II) Send emails to vendors with customized content (e.g., request for updated certificates of insurance, notification of new policy, etc.). Describe:

6.10.4 Integration and Interface

Roswell Park would prefer that the CLM integrate or interface with the New York State Contract System (particularly for reporting on per contract MBWE requirements). Describe:

6.11 Deliverables

The Successful Respondent shall, in accordance with the requirements of Section 6 of the RFP, deliver, at a minimum:

(i) A fully configured, customized, implemented, validated, and operational CLM. Describe:

(ii) Migration of existing contract documents and associated data. Describe:

(iii) Training materials and system documentation. Describe:

6.12 Successful Respondent Minimum Responsibilities

At a minimum, the Successful Respondent shall be solely responsible for all necessary and required software, configuration, implementation, project management, training, support, coordination of resources, adherence to Section 6 of the RFP, and compliance with all applicable Roswell Park and New York State requirements and policies. Describe:

4. RESPONDENT’S EXPERIENCE.

4.1 Experience Providing Similar Solutions. Provide a general overview of the Respondent’s experience in providing a contract management solution to academic medical centers:

4.2 Unique Features/Functions. What features/functions set the CLM apart from competing contract management solutions?

4.3 Client References. Using the below table, provide a list of three (3) current academic medical center clients utilizing the CLM. The client references may be contacted by Roswell Park to verify the CLM and/or the Respondent’s workmanship/performance.

Title:

Phone: ( ) - , Ext.

Fax: ( ) - Email:

Title:

Phone: ( ) - , Ext.

Fax: ( ) - Email:

Title:

Phone: ( ) - , Ext.

Fax: ( ) - Email:

5. PRICING. Respondents must complete and return the attached Pricing Table in full. Pricing must be all-inclusive, and Respondents should clearly identify any assumptions, exclusions, volume tiers, and differences between deployment models (SaaS, On-Premises, Hybrid). Provide a complete 5-year Total Cost of Ownership (TCO), assuming no more than 3% year to year price escalation.

6. MATERIAL DEVIATIONS AND EXCEPTIONS. Please check any that apply:

7. CERTIFICATION. By signing this Proposal Form, the Respondent certifies, to the best of its knowledge, that the information provided herein, and the documentation attached hereto, is true and accurate as of the date of the Respondent’s signature below.

IN WITNESS WHEREOF, the Respondent has caused this Proposal Form to be signed by its duly authorized representatives as of the date of the Respondent’s signature below.

(RESPONDENT)

Signature

Printed Name

Title

Date

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