Request for Proposal Terms and Conditions

Terms and Conditions for Submitting Proposal

Submission of a proposal constitutes acceptance of these terms.

Confidentiality.

All information, in any form, concerning this RFP or Casey's, including any related information that is subsequently disclosed by Casey's during the bid and proposal process, is Casey's confidential information. Vendor will not disclose such information, or use it for any purpose other than responding to the RFP without Casey's prior written consent. This RFP, Vendor responses to this RFP, and the RFP evaluation process shall all be considered confidential information hereunder. Vendor may be required to execute a Non-Disclosure Agreement prior to final selection.

Conflict of Interest.

Vendor shall disclose, in writing to Casey's, the circumstances of any possible conflict of interest or what could be perceived as a possible conflict of interest if the Vendor were to become a contracting party pursuant to this RFP.

News Releases.

Vendor shall not publicly announce or disclose participation in this RFP process, or advertise or release any publicity regarding this solicitation and response or the fact that the aforesaid discussions are taking place or the nature of such discussions, without the prior written consent of Casey's.

Proposal.

This RFP is a solicitation of bids only and neither the issuance of this RFP nor the submission of a responsive proposal shall be binding on Casey's. The issuance of this RFP is not an offer and does not imply that Casey's is making an offer to do business with any RFP recipient or respondent. The following shall apply:

• Casey's may, during the RFP period, advise the Vendors in writing of any changes in the RFP. All such changes shall become part of the RFP as if originally included therein.
• Submission of a proposal in response to this RFP does not commit Casey's to, and Casey's is not obligated to, pay any costs incurred in proposal preparation or submission, or to enter into a contract with any Vendor for any goods or services.
• Casey's reserves the right to award any and all business detailed in this RFP, as it deems appropriate to meet its needs, in its sole discretion. Casey's also reserves the right to award none of the business if it so elects.
• The selection of any Vendor, with whom Casey's may subsequently enter into an agreement, shall be at the sole discretion of Casey's.
• After the selection of the preferred proposal, Casey's has the right to negotiate with the Vendor in question and, as part of that negotiation, to introduce changes, amendments, or modifications to the proposal as submitted without offering other Vendors the opportunity to amend their proposals.
• Proposals shall be firm and not contingent upon future events.
• Failure to comply with these terms and conditions, and all other provisions of this RFP, may result in Vendor's proposal being rejected for that reason alone. In any case, proposals submitted become the property of Casey's and will not be returned.

Brokers

Direct Procurement Suppliers are prohibited from engaging with Brokers to supply Casey's. Involvement of Broker parties will result in removal from RFP.

Affidavit of Non-Collusion

By responding to this RFP you are certifying on behalf of your company, that except as specifically disclosed in your response, neither you nor any other employee, officer, director or agent of your company has discussed, coordinated or colluded with any other respondent as to the terms, service levels, prices or other aspects of the RFP or your or their responses thereto.

Incorporation of Proposal into Contract

This RFP, any selected Vendor or Vendors' proposal, and all other representations made by the Vendor, may be incorporated in whole or in part by Casey's into any final agreement executed by Vendor and Company.

Preliminary and Secondary Awards

The issuance of this RFP does not obligate Casey's to accept any of the resulting proposals. If the selected Vendor is unable to reach contractual agreement with Casey's, any preliminary award(s) resulting from this RFP shall be modified and Casey's, at its sole discretion, shall be free to negotiate with and make an award to any other Vendor or provider.

Proposal Additions and Modifications

During the evaluation period, Casey's may request additional or alternative options and prices from selected Vendors. Such requests shall be deemed to be part of the original RFP and Vendor responses will be evaluated as part of the original RFP. Vendors shall not be permitted to revise their original responses without Casey's permission.

Errors and Omissions

Respondents to this RFP are expected to carefully review all requirements and specifications associated with the software solution being sought. While Casey's has made every effort to provide complete and accurate information regarding the scope of software solution required, we invite comments or suggestions, which in your professional opinion will improve the quality of the resulting software solution.

Respondents are expected to indicate any errors or omissions noticed by such respondents relating to the technical or operational portions of this RFP.

All comments, suggestions, errors, or omissions must be submitted in writing, under separate cover, as part of your bid receipt acknowledgement. All bid proposals will be deemed to be submitted in response to this RFP unless otherwise indicated.

Mandatory Contract Terms

No binding agreement shall exist with respect to the provision of Services unless and until a definitive agreement has been agreed and executed by both Casey's and the Vendor subject to the standard terms and conditions provided by Casey's.

Payment terms shall be Net 60 for indirect procurement and Net 30 for direct procurement. Vendors shall be required to participate in payment by electronic method as directed by Casey's. Vendor shall do business with Casey's via an electronic transaction portal.

For software services, licensing of a solution(s) and related services any definitive agreement executed between Casey's and Vendor shall contain, at a minimum, provisions with respect to the following, which list is not exclusive by Casey's and not intended to be Casey's final drafting or suggested wording of such agreement:

1. Software license terms sufficient to permit use by Casey's as necessary to achieve Casey's project objectives.
2. Vendor indemnification of Casey's and affiliates for intellectual property infringement claims with respect to Vendor products/services/deliverables. There should be no cap on this indemnity.
3. Vendor warranties regarding: non-infringement of any third party rights by products or services licensed or provided by Vendor to Casey's; performance of all products and systems substantially in accordance with the specifications and documentation for the product and without material or frequent defects and which shall be fully compatible and interoperable with each other and with all third-party software and hardware products that Vendor's marketing materials and product documentation claim compatibility with; provision of all services in a workmanlike manner consistent with industry standards for similar services and which shall be sufficient to provide and implement the product for Casey's at the specified facilities and be sufficient for the product to function as contemplated; Vendor's sufficient right, title and interest in the product being offered to allow for the sale and license of such product to Casey's; any updates, upgrades, newer versions, and patches to the product and how they shall meet all applicable warranties under the definitive agreement; any third party hardware provided by Vendor and how it shall operate in all material respects in conformance with its documentation and that Vendor will cause Casey's to become the full beneficiary of any warranty provided by the third-party supplier; and other appropriate warranties.
4. Software maintenance and support terms and conditions, which shall provide for support on a 24/7 basis.
5. Service level agreement terms and conditions, which shall provide for issue resolution in an appropriate time period and meaningful monetary penalties for non-compliance.
6. Compliance with applicable law in performance under the agreement, including but not limited to Payment Card Industry (PCI) standards, protection of Company employee and customer personally identifiable information (PII) and other security measures as determined appropriate by Casey's.
7. Audit and Data Protection/Security requirements as identified by Casey's.
8. Agreement to customary and usual contract provisions such as the requirement for minimum insurance coverage, no assignment or transfer of the definitive agreement by Vendor without Casey's prior written consent, choice of Iowa law, and other similar provisions.

If there is anything the Vendor believes it cannot comply with, please note that in the proposal and/or provide that information to the Casey's contact(s) Proposals shall be evaluated on the responsiveness to the mandatory conditions.