hennepin county minnesota oracle/peoplesoft fscm upgrade

Request for Proposal Hennepin County

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Hennepin County Minnesota

Oracle/PeopleSoft FSCM

Upgrade Request for Proposal

_______________________________________________________

Release Date: September 17, 2012

PROPOSAL RESPONSE DUE DATE:

October 22, 2012 4:00 PM CDT


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1. Introduction ....................................................................................................................... 3

1.1. RFP Objective ................................................................................................................ 3

1.2. RFP Timeline .................................................................................................................. 4

1.3. APEX FSCM Upgrade Project Timeline ....................................................................... 4

2. Hennepin County Overview ............................................................................................. 4

2.1. Profile ............................................................................................................................. 4

2.2. Mission, Vision, and Goals ........................................................................................... 4

2.3. Description of Hennepin County Departments .......................................................... 5

2.4. Definition of Acronyms Used in this RFP ................................................................... 5

3. APEX Project Overview .................................................................................................... 5

3.1. APEX ERP Implementation Background .................................................................... 5

3.2. APEX FSCM Upgrade Project Objectives ................................................................... 5

3.3. APEX FSCM Architecture Overview ............................................................................ 6

3.4. Common Model Approach............................................................................................ 7

3.5. Change Management .................................................................................................... 7

4. RFP Process...................................................................................................................... 7

4.1. Key Assumptions .......................................................................................................... 7

4.2. County Contact Information ......................................................................................... 8

4.3. Questions or Errors ...................................................................................................... 8

4.4. Evaluation Criteria ......................................................................................................... 9

5. RFP Format ....................................................................................................................... 9

5.1. RFP Responses ............................................................................................................. 9

5.2. Contract Terms and Conditions ................................................................................ 10

5.3. Cost Proposal .............................................................................................................. 11

5.4. References ................................................................................................................... 11

6. General Conditions ........................................................................................................ 11

6.1. RFP Conditions ........................................................................................................... 11

6.2. Modification or Withdrawal of Proposals ................................................................. 12

6.3. Public Record .............................................................................................................. 12

6.4. Time Extension ............................................................................................................ 13

6.5. Small Business Enterprise Program ......................................................................... 13

6.6. Contract Award and Contract .................................................................................... 14

ATTACHMENT #1 ......................................................................................................................... 16


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1. Introduction

1.1. RFP Objective

Hennepin County (“the County”) is seeking project management and supplemental staffing proposals from vendors with proven experience in performing an Oracle/PeopleSoft upgrade of the applications for finance and supply chain management (FSCM). The County’s vision is to:

Perform a fit/gap analysis to review PeopleSoft 9.1’s functionality

Do a review of the features/functionality offered in the PeopleSoft 9.2 release, to determine if any feature packs are a high priority for implementation

Leverage new functionality from the new versions, if desired and approved.

Upgrade the current PeopleSoft FSCM v9.0 environment to v9.1

Retro fit and retain, redesign, or reduce existing customizations

Review and leverage the new PeopleTools toolset where appropriate

Update UPK’s and training materials to reflect new processes and changes

Implement the Strategic Sourcing module

The County’s name for this initiative is the APEX Finance Upgrade Project. Please refer to section 3 for details of the project.

The County is requesting that Proposers respond in the format and detail identified in section 5.1 by identifying the expertise of their resources and their associated costs in managing and performing Oracle/PeopleSoft FSCM upgrades. Preference will be given to those experienced with previous v9.1 upgrades and v9.1 functionality. The resources required by the County include, but may not be limited to:

Project Manager (1) o This role will partner with a County resource to lead the upgrade project,

develop and manage the project plan, identify issues, assess risks, control change management, ensure communication, and monitor the progress of project tasks.

Technical Leads (1-2) o This role will lead the technical effort and partner with a County resource to

validate the proposed infrastructure for the FSCM environments, coordinate infrastructure setup and development, ensure alignment with PeopleSoft upgrade recommendations and best practices, coordinate County IT support efforts, perform the upgrade steps, and provide technical help/expertise to the County developers in implementing changes and reapplying customizations.

Functional Subject Matter Experts (estimate of 3-4) o This role will lead the fit/gap analysis, provide functional expertise to the

County functional leads for understanding the changes and options within the new versions, provide recommendations for existing customizations, assist in the testing and verification of the new environment, and assist in the updates to the UPK’s and training materials.

The County’s goal for the project is to maintain and migrate all existing functionality, processes, and reports to the new versions. Exceptions will be made if discovery of any new functionality and changes in the new versions results in a County desire to switch to the new delivered enhancement. Additionally, the County is committed in continuing to improve its current business processes in order to keep them aligned with leading practices. The County is willing to consider changes to the Finance/Purchasing policies, procedures, and rules to minimize the need for keeping and migrating current customizations, or reduce the need for new modifications/customizations during the upgrade effort.


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Proposals must include resource staffing with the expertise to:

Lead the project management efforts

Lead the technology efforts and provide guidance on decisions

Lead the review of the functionality of the new versions and perform a fit/gap analysis to the County’s current environment and processes.

See the information in Section 6 regarding General Conditions of this Request for Proposal, Modifications or Withdrawal of Proposals, Time Extensions and the Minnesota Data Practices Act.

1.2. RFP Timeline

The target timeline for this RFP process is:

Announcement of RFP September 17, 2012

Written Questions Due October 8, 2012

Proposals Due October 22, 2012

1.3. APEX Finance Upgrade Project Tentative Timeline – existing FSCM applications

The target timeline, subject to change, for the upgrade project is:

Identify and allocate project resources January, 2013

Create and approve upgrade project plan February, 2013

Establish upgrade infrastructure March, 2013

Complete fit/gap analysis March-June, 2013

Complete setup and re-customization July-August, 2013

Complete UAT September, 2013

Complete training October, 2013

Cutover to new version October, 2013

The fit/gap analysis for the potential Strategic Sourcing implementation will be conducted at a time to be determined.

2. Hennepin County Overview

2.1. Profile

Hennepin County is the largest of Minnesota's 87 counties in terms of population, budget and estimated market value. Incorporated in 1852, the County forms part of one of the nation's major metropolitan areas with Minneapolis as its largest city. The County Board of Commissioners consists of seven (7) members elected by district. The County Administrator is appointed by the County Board and is responsible for carrying out the policies and resolutions of the board of commissioners, for overseeing the day-to-day operations of the County, and for appointing the heads of the County's departments.

2.2. Mission, Vision, and Goals

The mission of Hennepin County is to enhance the health, safety and quality of life of our residents and communities in a respectful, efficient and fiscally responsible way. We envision a future where residents are healthy and successful and where our communities are safe and vibrant. We will strive to meet and exceed expectations by engaging people and communities in developing innovative solutions to challenges. We will be a diverse, learning organization. We will partner with others to enhance the quality of life in Hennepin County and the region.


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2.3. Description of Hennepin County Departments

Hennepin County departments are grouped into six (6) major program areas: Human Services, Public Safety, Health, Library, General Government and Public Works. For more information on each of these departments, please see the County’s web page at www.hennepin.us.

2.4. Definition of Acronyms Used in this RFP

APEX The name of Hennepin County’s ERP application group FSCM Finance and Supply Chain Management HCM Human Capital Management ELM Enterprise Learning Management HR Human Resources SME’s Subject Matter Experts SQL Structured Query Language

3. APEX Project Overview

3.1. APEX ERP Implementation Background

In January 2011, the County implemented Oracle’s PeopleSoft FSCM v9.0 application. HCM 9.0 and the PeopleSoft Portal had previously been implemented in October 2009. The FSCM implementation included General Ledger/Commitment Control, Project Costing, eProcurement, Purchasing, Accounts Payable, Employee Expenses, Billing, Accounts Receivable, Grants, Contract Management, and Treasury/Cash Management. The goal during the implementation was to minimize any customizations required. As a result, the implementation can be classified as having a low number of customizations. Below is an estimated count of FSCM customizations, including many user defined and public query reports:

Object/Logic: 67

Reports: Queries, SCR reports, nVision reports and Cognos reports: 394

Interfaces/Views: 43

During 2012, the County is upgrading its HCM, ELM, and Portal environments to PeopleTools version 8.52 and PeopleSoft version 9.1.

3.2. APEX FSCM Upgrade Project Objectives

The APEX FSCM upgrade will migrate the existing County PeopleSoft FSCM environments from v9.0 to v9.1 for each of the application systems. The project will also strive to minimize the number of customizations by reviewing all current modifications to determine which ones are still required, which ones are no longer needed, and which ones should be replaced with any new delivered functionality. STRATEGIC SOURCING In addition to upgrading the existing PeopleSoft applications, the County is considering optionally implementing the Strategic Sourcing module, which was not included in the original FSCM implementation in January 2011. The County is currently conducting its own analysis

http://www.hennepin.us/


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of the business requirements for the Strategic Sourcing module implementation, and the results of said analysis may be made available prior to the closing date of the proposal submission under this RFP. The upgrade project objectives are to:

Validate the County’s proposed infrastructure (servers/capacity) for all FSCM 9.1 environments: DEMO, DEVELOPMENT, CONVERSION, TEST, and PRODUCTION

Establish the new v9.1 environments, for FSCM as listed in the above bullet point

Establish and utilize the new PeopleTools v8.5x environment

Identify and establish performance improvement setup and hardware configuration options

Perform a fit/gap analysis between the current and new environments to determine: o What new look and feel is desired and will be what the users experience o Which new functionality could be adopted o What new customizations will be required o Which existing customizations should be migrated or removed or replaced

Do a review of the features/functionality included in the PeopleSoft 9.2 release to determine if any feature packs have a high priority for implementation

Perform a fit/gap analysis of the County’s business requirements for Strategic Sourcing; and, if requested by the County, implement the Strategic Sourcing module consistent with the results of the fit/gap analysis,

Migrate, test, rework, and verify all required existing modifications and customizations in the new v9.1 environments

Migrate, test, rework, and verify all current business, module, and processing rules in the new v9.1 environments

Test and verify all currently used standard reports in the new v9.1 environments

Migrate, test, rework, and verify all required current custom reports in the new v9.1 environments

Migrate, test, rework, and verify all current interfaces in the new v9.1 environments

Migrate, test, rework, and verify all current workflows in the new v9.1 environments

Develop any new customizations, reports, interfaces, or workflows that may be required for the Strategic Sourcing implementation.

Re-establish, test, and verify application messaging and synchronizations in the new v9.1 environments:

o Oracle/PeopleSoft Financials (v9.1) HCM v 9.1

Test, rework, and verify all current Microsoft Office interactions in the new v9.1 environments (i.e. - storing MS Word documents, creating MS Excel data spreadsheets, using MS Excel with Component Interface, Excel spreadsheet upload for General Ledger journal entries, etc.)

Test, rework, and verify all current and new email interactions (e.g. automated notifications, emailed purchase orders, etc.) within the new v9.1 environments

Develop, test, and verify any new customizations or configurations needed for Business rules, Batch processes, Reports, Workflow, Interfaces, Pages, Emails, and Messaging

Update the UPK and training materials to reflect the new v9.1 changes and user experience. Develop new training materials for the Strategic Sourcing module if applicable.

3.3. APEX Architecture Overview

The County’s current environment:

Oracle PeopleSoft FSCM v. 9.0

Oracle PeopleSoft HCM v 9.1 (as of October 2012)

Oracle PeopleSoft ELM v 9.1 (as of October 2012)


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Oracle PeopleTools – FSCM: v 8.49.21

Oracle PeopleTools – HCM/ELM/Portal : v8.52.07 (as of October 2012)

Oracle RDMS v11g

Linux Red Hat v5.7 database server

Linux Red Hat v5.7 application/batch server

Linux Red Hat v5.7 web server

Windows 2003 batch server

3.4. Common Model Approach

In an effort to derive the desired benefits from the upgrade solution, the County will continue with a common model approach, whereby as many business processes as possible will utilize leading business practices and standards across multiple departments. In general, processes in the common model are comprised of a set of workflows, systems, business rules and data models which are applicable to all departments within Hennepin County. Processes belonging to the Common Model have been defined at the County level.

3.5. Change Management

The County recognizes that the success of the analysis and conversion phases of the project depend on the participation of key staff and the ability to identify and manage change effectively. Planned approaches for addressing change include:

Stakeholder engagement and involvement

Change assessment and communication to stakeholders

Communication planning and delivery

Training and ongoing support

The County recognizes that the project team, vendors, and staff throughout the organization will need to work together to design, support, and help others accept and adopt changes.

4. RFP Process

4.1. Key Assumptions

Proposers should regard the following information in developing their proposals: General

The County shall rely upon the representations made during the RFP process, including vendor Proposal, for the selection of the upgrade partner. Proposers shall warrant by proposal submission that the representations are accurate and shall accept full responsibility for its conformance.

The County will not incur any costs associated with the preparation of the proposal responses.

The County reserves the right to meet with select firms at any time to gather additional information. The County reserves the right to delete or add functionality up until the final contract signing.

The County expects to formalize all participating parties’ rights, duties and obligations in agreements.

The County intends that all right, title, and interest in all material developed, conceived or originated in association with any performance under the agreement related to the RFP shall be the property of the County. Software developed or customized under the agreement related to this RFP shall be completed for the


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County as “work for hire” and shall be the exclusive property of the County. The County shall have all intellectual and ownership rights to developed or customized software.

Pricing

The prices proposed in response to this RFP shall remain valid for six (6) months from the proposal due date.

The pricing must be submitted as an hourly rate for each resource skill set and include an estimate of hours anticipated for each resource.

Proposers shall provide two (2) sets of pricing which consist of: (a) the pricing for the overall FSCM upgrade as elsewhere described in this RFP but without the Strategic Sourcing implementation; and (b) the pricing as applicable only to the Strategic Sourcing module implementation. Any reimbursable travel and other expense costs must be identified as separate items. All reimbursable travel expenses shall be actual costs incurred and be subject to the County’s standard travel policy.

If a total fixed price is submitted, it must include how additional costs for unexpected exceptions, additional time, or additional work will be priced.

Certain Proposers may be asked to update their costs submissions with a best and final offer subsequent to the selection decision.

All proposed pricing must be based upon a Statement of Work, milestones with clearly-identified deliverables. If the firm fails to meet the detailed work plan, milestones, the County will not be liable for any additional costs to the firm for the additional work required to achieve the milestones.

4.2. County Contact Information

During the RFP selection process, the County has designated the resources identified in sections 4.3 and 5.1 below as the only points of contact. Telephone calls are not accepted. In addition, the County requests that the Proposer not contact other County officials, staff, or consultants hired by the County not specifically identified as contact persons in this RFP.

4.3. Written Questions

Questions concerning any aspect of this RFP, including requests for interpretation or clarification, must be submitted by electronic mail to the contacts listed below with the subject line “QUESTION UPGRADE RFP”. Telephone calls will not be accepted. Please number the questions, and if in reference to a specific section of the RFP, indicate immediately after the question number the section number from the RFP (e.g. "Question 1, RFP, section 4.3"). The County reserves the right to return any questions to the sender for resubmission if they are not in this format or are otherwise ambiguous. The closing date for receipt of questions is Monday, October 8, 2012, by 4:00 p.m., CDT. Answers to questions that in the County’s opinion are beneficial to potential Proposers will be provided in an addendum to the RFP. The County reserves the right to refuse answering questions regarding project budget, weighting of evaluation criteria, or any other matter that in the County’s discretion is not in the County’s best interest to disclose. Errors: Should the Proposer believe that an error appears in the RFP documents, Proposer shall immediately notify the County contacts as shown below, by email, but no later than Monday, October 8, 2012, by 4:00 p.m., CDT. E-mail to: Dale Disrud

[email protected] Copy to: Hideki Yamada [email protected]

mailto:[email protected]


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AND Copy to: Steven Louie [email protected]

4.4. Evaluation Criteria

Proposals will be reviewed by Hennepin County staff based on the following criteria:

Evaluation Criteria Description

Closeness of fit Proposer’s ability to provide the required technical and functional resources for the County

Upgrade experience Proposer’s ability to provide and execute an upgrade and implementation methodology

Technical experience Proposer’s experience with upgrades, upgrading to v9.1, and the County’s technical environment

Proposers’ profile and characteristics

Proposers’ history, references, financial strength, and organization structure

Cost Proposer’s cost for the proposed effort

5. RFP Format 5.1. RFP Responses

Proposals should be prepared as simply and economically as possible while providing straightforward and concise delineation of the Proposer's capabilities to satisfy the requirements of the RFP. Fancy binding, colored displays, promotional material, etc., are neither necessary nor desired. Technical documentation about the Proposer's experience and qualifications may be included. However, the emphasis should be on completeness and clarity of content. The proposals must include information about the Proposer’s expertise and include the sections described in the outline below:

Proposer Background

Resource Experience: For each of the individuals proposed as resources for the project, provide:

Technical Experience Functional Experience Upgrade Experience FSCM v9.1 Upgrade Experience Strategic Sourcing Module Implementation Experience, for the individual(s)

proposed to work on that part of the project

Upgrade Methodology Proposed Phases Expected Deliverables Estimated Timeline

o Implementation Methodology for Strategic Sourcing Implementation Proposed Phases Expected Deliverables Estimated Timeline

Hardware Environment Recommendation

Post Upgrade Support


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Cost – Upgrade of Existing Applications Resource Costs – indicate whether resource is local, and if not, estimated

cost of travel/expenses Cost per Phase Post Upgrade Costs Total Cost

Cost – Implementation of Strategic Sourcing Module (a separate cost estimate is required for this part of the project)

Resource Costs – indicate whether resource is local, and if not, estimated cost of travel/expenses

Cost per Phase Post Upgrade Costs Total Cost

References

Attachments Potential Project Manager Resume Potential Technical Lead Resume Potential Functional Lead Resume Sample Fit/Gap Deliverables

Each Proposer must submit their proposal electronically via e-mail. The County must receive proposals no later than 4:00 p.m., Central Time (CDT), October 22, 2012, sent to the following email address:

Email To: Hideki Yamada [email protected]

Copy to: [email protected]

The County reserves the right to accept proposals after the date specified above. In cases of dispute as to the timing of the proposal submission, the date and time stamp by the County’s e-mail server shall govern.

5.2. Contract Terms and Conditions

The attached terms and conditions in Attachment #1 (“Software and Service Agreement”) will be incorporated into any contract awarded as a result of this solicitation. The RFP and all of its specifications and the Proposer's responses to them may, at the County’s discretion, be incorporated into any contract resulting from this solicitation. All representations made in the proposal will be binding upon the Proposer, unless otherwise held by the County. The County reserves the right to negotiate the terms and conditions and any other specification or response it deems necessary. Each Proposer responding to this RFP must include an affirmative statement that they understand and accept the contractual terms and conditions in Attachment #1. Any exceptions to these clauses must be submitted with the Proposer's proposal. Proposers must specifically cite each clause with which they have an issue, and suggest alternate language, which is acceptable to them. A blanket submission of the Proposer’s own terms and conditions is NOT ACCEPTABLE for the purpose of specifying exceptions. It is in the County’s sole discretion to accept or reject any alternate language provided by the Proposer pursuant to this section.


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If no exceptions are documented in the proposal, it shall be deemed by the County that the Proposer has accepted all of the provisions as well as the terms and conditions as provided in this RFP, and that the Proposer has waived the right and intent to take exceptions as of the proposal submission.

5.3. Cost Proposal

The Proposer is responsible for verifying that their cost submission is accurate and correct. The County reserves the right to make an award without further discussion of the cost proposal submitted. Therefore, the cost proposal should be submitted on the most favorable terms the Proposer can offer. However, this does not limit the County from negotiating with the selected Proposer.

5.4. References

The Proposer must include a list of at least three (3) clients preferably similar to the County for whom the Proposer has provided upgrade services that are the same or similar to those services proposed in this RFP. Our preference is for references from clients that the Proposer assisted in v9.1 FSCM upgrades. If any subcontractor services are recommended in the response, three (3) references unique to the subcontractor shall be provided in addition to the Proposer’s references. The Proposer may combine references where the proposed team has worked jointly on a similar engagement. Information provided must include the organization, project description, modules upgraded, and the name, address, title, email address and phone/fax numbers of a person who may be contacted for further information. Please also identify whether or not the project was completed on time and on budget. If the project was not completed on time or was over budget, please provide a description.

Please note that the County may contact each client for a reference interview. As a result, please notify all references submitted that Hennepin County may be contacting them.

6. General Conditions

6.1. RFP Conditions

The issuance of this RFP constitutes only an invitation to submit a response to the County. It is not to be construed as an official and customary request for bids, but as a means by which the County can facilitate the acquisition of information related to the purchase of services. Any proposal submitted as provided herein constitutes a suggestion to negotiate and NOT A BID. The County reserves the right to determine, in its sole and absolute discretion, whether any aspect of the submission satisfactorily meets the criteria established in this RFP, the right to accept or reject any submission or individual portions thereof, the right to waive any irregularities or informalities that the County deems is in its best interest, the right to seek clarification from any Proposer(s), the right to issue a Request for Proposal to any vendor(s) who may or may not have participated in the RFP process, the right to negotiate a contract with any vendor or multiple vendors, whether or not they submitted a response, the right to reject any or all submissions or separate parts thereof with or without cause, the right to not award a contract to any Proposer, the right to award a contract(s) to the qualified Proposer(s) whose proposal the County determines best meets the needs of the County, the right to award a contract(s) other than to the lowest priced proposal, and the right to cancel and/or


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amend, in part or entirely, the RFP. Providing a response as provided herein shall neither obligate nor entitle a Proposer to enter into a contract with the County. Upon submission, all responses become the property of Hennepin County and will not be returned. The County reserves the right to use the information and any ideas presented in any submission in response to this RFP, whether or not the submission is accepted. It is understood that any submission received and evaluated by the County can be used as a basis for direct negotiation of the cost and terms of a contract between the County and the particular Proposer. It is the intention of the County to enter into a contract with the firm(s) with which the County can make the most satisfactory arrangements for its needs. Evaluations of submissions by staff, technical advisory committees, or by any other group are advisory only. The County may consider or reject such evaluations for any or all submissions. Such evaluations are for the sole benefit of the County, and as such, they are not binding upon the County nor may they be relied upon in any way by a Proposer. The RFP does not commit the County either to award a contract or to pay for any costs incurred in the preparation of a submission. In the event that this RFP is withdrawn by the County for any reason, including but not limited to, the failure of any of those things or events set forth herein to occur, the County shall have no liability to Proposer for any costs or expenses incurred in connection with this RFP or otherwise. The County reserves the right to request additional data, or oral discussion in support of the written submission. The County is not obligated to respond to any submission submitted nor is it legally bound in any manner whatsoever by the submission of a response. The County has broad rights with respect to the procurement and contracting process as detailed in this proposal. The County may decide to contract with more than one entity to perform the upgrade contemplated herein. Each proposal shall be signed by a principal of the proposed firm or other person who is fully authorized to act on their behalf.

6.2. Modification or Withdrawal of Proposals

Prior to the time and date designated for receipt of proposals, no proposal may be released to the Proposer or physically withdrawn by the Proposer but any proposal submitted may be modified or withdrawn from consideration by written notice to the contact identified in section 5.1. Such notice shall be in writing over the signature of the Proposer, must be received by the contact identified in section 5.1 prior to the date and time that proposals are due and shall be so worded to clearly indicate the modifications to the original proposal or its withdrawal. Written withdrawal or cancellation by a Proposer of their submission prior to the date and time that proposals are due will nullify the proposal. However, the original proposal shall not be physically returned to the Proposer until after the date and time proposals are due. A request made by telephone or fax to modify or withdraw a proposal will not be accepted. Unauthorized conditions, limitations, or provisions attached to a proposal may cause its rejection. Withdrawn proposals may be resubmitted (by written notice as described above) up to the time designated for the receipt of proposals, provided that they are then fully in conformance with these requirements in this RFP.

6.3. Public Record

Information supplied by the Proposer to the County is subject to the Minnesota Government Data Practices Act, Minnesota Statutes, §13.01 et seq. Such information shall become public


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unless it falls within one of the exceptions in the Act, such as trade-secret information pursuant to Minnesota Statute §13.37. If the Proposer believes any non-public information as defined in the Minnesota Government Data Practices Act will be supplied in response to this RFP, the Proposer is required to submit the non-public information under separate sealed envelope with the markings on the envelope of “NON-PUBLIC INFORMATION.”, and include in the envelope reasonable justification for such designation. A statement by a Proposer that submitted data are copyrighted or otherwise protected does not prevent public access to the data contained in the response if such data does not fall within one of the exceptions in the Act, such as trade-secret information pursuant to Minnesota Statute §13.37 (see Sections 6.1.9, 6.2.8, and 6.3.9, Non-Public Information of Proposers response). The County will not consider any cost information and references submitted by the Proposer to be non-public, confidential or trade secret material. Simply stating that the document is non-public or confidential or making a blanket claim of confidentiality without proper supporting justification is also not a valid reason to declare the document confidential. The Proposer agrees as a condition of submitting a response that the County will not be held liable or accountable for any loss or damage which may result from a breach of confidentiality as may be related to the responses submitted. The County will treat the RFP submission as business data as defined in Minnesota Statute §13.591. Upon opening of the submission, only the names of the Proposers will be made public. Upon the completion of the contract negotiation process with the selected Proposers, all other data will become public, except for information which falls within one of the exceptions in the Act, such as trade-secret information pursuant to Minnesota Statute §13.37. No portion of the information or any attachments thereto may be designated as trade secret information unless the Proposer in good faith determines that such designation is clearly allowed by the foregoing trade secret criteria. The County reserves the right to decline any such designation by the Proposer if upon evaluation by the County, the County determines that the information so designated is clearly and commonly regarded as public data in the State of Minnesota. The Proposer, at its sole expense, shall at all times be responsible for promptly defending and/or responding to any request for access to and/or copies of data designated by the Proposer as trade secret, provided that the County shall inform persons seeking such data of its trade secret designation and promptly notify the Proposer of the fact of such request and the County's response thereto.

6.4. Time Extension

The County reserves the right to extend the RFP due date. If the due date is extended, the County will notify via e-mail all known recipients of this RFP. If a Proposer needs an extension of time to prepare the submission, a written or e-mail request should be submitted no later than ten (10) days prior to the due date of this RFP. The request should be directed to the contact identified in Section 5.1. The County reserves the right to extend the submission deadline only at the discretion of the County and not at the mere request of the Proposer. The Proposer will be notified of the County’s decision by letter or e-mail.

6.5. Small Business Enterprise Program

Small Business Enterprise Opportunities. The County has established a Countywide Small Business Enterprise (SBE) goal of twenty-five percent (25%) for professional services, including this project.


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The County encourages Proposers to utilize small businesses, including Minority-owned and Women-owned Business Enterprises (“M/WBEs”) in County contracts. Hennepin County participates in a "one-stop shop" certification collaborative with the City of Minneapolis, City of St. Paul, and Ramsey County. A directory of certified firms is located at the following web site: www.govcontracts.org. Small businesses that may qualify for certification can also contact the CERT collaborative at the web site or by calling 651-266-8900.

6.6. Contract Award and Contract The County shall have the right at all times to require changes in, additions to, or deletions from the work contemplated by the contract documents, and the same shall in no way make void the contract. Changes and additions resulting in increased costs shall be made only pursuant to a written contract amendment issued by the County and bearing the acceptance endorsement of the Contractor. Deletions from the scope of work required may be made at the sole discretion of the County. Subcontractors/Suppliers - If the proposal represents offerings to be provided by different firms or other organizations, the contract will be solely with the Proposer (Contractor), who will be required to assume responsibility for the total project. Any proposed subcontractors/Suppliers will be subject to the County's approval. Performance Standards - If awarded the contract, the Proposer warrants and agrees to use its best efforts to perform all services in accordance with the contract terms and in accordance with generally accepted professional standards. The prospective Contractor further warrants and agrees that it shall employ whatever resources are necessary to meet the requirements specified in such contract. Licenses and Permits - The Contractor shall be required to obtain any necessary licenses and permits and shall comply with all Federal, State, and local laws, codes and ordinances without cost to the County. Insurance - The Contractor or anyone providing services herein shall be required to comply with insurance provisions contained in the contract. Submission of Contract Documents - Within thirty (30) days after receipt of contract award and receipt of the contract forms, the successful Proposer(s) shall execute two (2) duplicate originals and return them to the County. Such contract shall be prepared by the County and the contract terms shall consist of this RFP (and any material attached to and made a part of the RFP), the terms of the Proposal as such terms are finally accepted by the County, as well as all other provisions which the County agrees may be included in the contract. Failure to Execute Contract - The County reserves the right to award to another Proposer(s) if the successful Proposer fails to execute and return the contract (two duplicate originals) within thirty (30) days after receipt of said award notification. The re-award to another Proposer shall be in addition to any other right or remedy available to the County under this RFP, contract law, statute, and/or in equity. Non-Waiver of Defaults - Any failure by the County to enforce or require the strict keeping and performance of any of the terms and conditions of the contract shall not constitute a waiver of such terms and conditions, nor shall it affect or impair the right of the County to avail itself of such remedies as may be available for any breach of the contract terms and conditions.

http://www.govcontracts.org/


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Without limiting the provisions in this Section, the Terms and Conditions in Attachment #1 are herein incorporated by reference. If Proposer has a concern or objection to any of these provisions, it should so indicated in the proposal. The County reserves the right to require compliance with any of these provisions, and negotiate final Terms, Conditions, and Requirements with the successful Proposer, at the County’s discretion.

THIS SECTION OF THE PAGE LEFT INTENTIONALLY BLANK.


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ATTACHMENT #1


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Contract No: _________

SOFTWARE AND SERVICE AGREEMENT

This Agreement is between the COUNTY OF HENNEPIN, STATE OF

MINNESOTA, (the ―COUNTY‖) A-2300 Government Center, Minneapolis, Minnesota

55487, on behalf of the Hennepin County (Department name and address),

(―DEPARTMENT‖) and (CONTRACTOR’s name and also address if CONTRACTOR’s

business address and home address are not the same), (―CONTRACTOR‖).

The parties agree as follows:

1. TERM AND TOTAL COST OF THE AGREEMENT

CONTRACTOR agrees to furnish services to the COUNTY commencing

__________________ and terminating __________________, unless terminated

earlier in accordance with the provisions of this Agreement.

The total cost of this Agreement, including all reimbursable expenses, shall not

exceed ___________________Dollars ($_________).

The terms, conditions, and warranties contained in this Agreement that by their

sense and context are intended to survive the completion of the performance,

cancellation or termination of this Agreement shall so survive, including, but not

limited to, Sections ________.

2. SOFTWARE, SUPPORT AND LICENSE

―Software‖ shall mean all computer programs, applications, utilities, middleware,

third-party software, documentation, and other related technology as further

described and specified in Exhibit __ including all security devices, updates,

major and/or minor enhancements, versions, releases, corrections, or any other

modifications provided as part of this Agreement. CONTRACTOR shall execute

any and all documentation to assign its rights to the COUNTY for the third-party

software as part of this Agreement.

CONTRACTOR hereby grants to COUNTY a fully paid-up, perpetual, world-

wide, non-exclusive, transferable license: (1) to use the Software in connection

with COUNTY’s business in a manner configured by COUNTY, and (2) to use,

modify, configure and display a reasonable number of copies of the Software

and/or documentation for archival, testing, disaster recovery and other emergency

purposes. This license authorizes use by all COUNTY personnel and/or any

individual or entity with whom COUNTY has a direct or indirect business or


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employee relationship. The rights granted to COUNTY pursuant to this section

may be collectively referred to as the "License".

CONTRACTOR shall provide installation, maintenance, training and other

support services pursuant to the service levels described and specified on Exhibit

__ (―Support‖).

Support shall be performed pursuant to the milestone schedule along with the

Implementation Plan set forth in Exhibit __.

All right, title and interest in all copyrightable material which CONTRACTOR

may conceive or originate either individually or jointly with others, and which

arises out of the performance of this Agreement, are the property of the

COUNTY. CONTRACTOR shall assign to the COUNTY all right, title, interest

and copyrights of the copyrightable material. CONTRACTOR also agrees, upon

request of the COUNTY, to execute all papers and perform all other acts

necessary to assist the COUNTY to obtain and register copyrights on those

materials. Where applicable, works for authorship created by CONTRACTOR

for the COUNTY in performance of this Agreement shall be considered ―works

made for hire‖ as defined in the U.S. Copyright Act.

CONTRACTOR hereby warrants that, when legally required, CONTRACTOR

shall obtain the written consent of both the owner and licensor to reproduce,

publish, and/or use any material supplied to the COUNTY including but not

limited to software, hardware, documentation, and/or any other item.

CONTRACTOR further warrants that any material or item delivered by

CONTRACTOR will not violate the United States Copyright Law or any property

right of another and agrees that CONTRACTOR shall defend, indemnify, and

hold harmless the COUNTY, its officials, officers, agents, volunteers, and

employees, at CONTRACTOR’s own expense against any alleged infringement

of any copyright or property right as set forth herein.

3. TESTING AND ACCEPTANCE

COUNTY shall have the opportunity to test the Software in a non-production

and/or production environment to ensure performance in accordance with

COUNTY’s expectations and the Software descriptions and specifications set

forth in Exhibit __ (―Acceptance Testing Criteria‖). COUNTY may, at any time,

notify CONTRACTOR that the Software has been accepted (―Accepted‖ or

―Acceptance‖).

COUNTY will provide a detailed description of any Software component or

functionality that does not conform with the descriptions and specifications

(―Non-conformity‖).


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CONTRACTOR will correct a Non-conformity, at CONTRACTOR’s sole

expense, within fifteen (15) days of receiving the Non-conformity notice.

COUNTY shall then test the corrected Software. If COUNTY has not notified

CONTRACTOR of a Non-conformity in the corrected Software within 90 days

after the date the corrected software is installed, the Software shall be deemed to

be ―Accepted‖. Use of Software during the testing period shall not constitute

acceptance.

If CONTRACTOR is unable to correct a Non-conformity within the fifteen (15)

day period: (1) COUNTY may extend the correction period to a mutually

agreeable date; (2) COUNTY may require further modification of the Software by

CONTRACTOR, at CONTRACTOR’s sole expense, so that the Software will be

acceptable; (3) the Parties may mutually agree upon an appropriate adjustment to

the fees; or (4) COUNTY may immediately terminate this Agreement and receive

a full refund of all monies paid with respect to the Non-conforming Software plus

any other costs related to the Non-conforming Software including, but not limited

to, amounts paid for installation, Support and the costs of removing and returning

the Software. COUNTY’s election herein, for a Non-conformity and/or failure to

cure the Non-conformity, shall not affect its right to terminate this Agreement or

any other remedies the COUNTY is entitled to.

4. PAYMENT FOR SERVICES

COUNTY shall pay CONTRACTOR the amounts for Software and Support set

forth in Exhibit __. As indicated in the following provisions, CONTRACTOR

shall present an invoice in the manner provided by law governing COUNTY’s

payment of claims and/or invoices. Payment shall be made within thirty-five (35)

days from receipt of the invoice.

Upon Acceptance of the Software pursuant to the terms herein, CONTRACTOR

shall invoice COUNTY for the Software payment set forth in Exhibit __.

Upon COUNTY’s approval of completed Support services, CONTRACTOR shall

invoice COUNTY for the Support services payments set forth in Exhibit __.

COUNTY shall not be required to pay any amounts, costs or fees due to

COUNTY’s upgrade or reconfiguration of the computers or servers with which

COUNTY uses the Software, nor shall COUNTY be charged a fee for a transfer

of the Software to another computer or server.

5. WARRANTIES

CONTRACTOR warrants that it is the lawful owner of the Software or, to the extent

it is not the lawful owner, that it has all rights necessary to license the Software to


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COUNTY. CONTRACTOR warrants that the Software shall not violate or in any

way infringe any patent, patent application, copyright, trade secret, trademark,

trademark application, or other proprietary or intellectual property rights

(―Intellectual Property Rights‖).

CONTRACTOR represents and warrants to COUNTY that the Software shall

perform in accordance with the descriptions and specifications in this Agreement:

(1) for 180 days after Acceptance of the Software; and (2) at all times during any

Support and/or maintenance period.

CONTRACTOR represents and warrants that the Software and the media used to

distribute it are free of: (1) code that may disrupt, damage, or interfere with

COUNTY’s use of its computers, systems and/or telecommunications, e.g.,

malicious code, viruses, etc.; and (2) devices that are capable of automatically or

remotely stopping the Software from operating, e.g., passwords, fuses, time

bombs, etc; or (3) other harmful code. CONTRACTOR also represents and

warrants to COUNTY that it has developed and engineered its Software without

any ―back doors‖ or ―trap doors‖ which allow for application code access

bypassing any security features.

CONTRACTOR, for itself and CONTRACTOR Personnel, agrees to comply with

all of COUNTY’s requirements in relation to the security of the COUNTY

computing environment, facilities and otherwise including but not limited to

installation and use of antivirus and firewall software per COUNTY standards on

any computing device connecting to the COUNTY's network facilities.

CONTRACTOR shall ensure that all personnel, including but not limited to

employees, contractors or other personnel, agree, in writing, to protect and keep

private and secure access passwords and to not release passwords to any

unauthorized individual. CONTRACTOR agrees to be responsible for any and all

damages resulting from (a) unauthorized use of access password(s) by any

authorized or unauthorized individual, or (b) any virus transmitted to COUNTY

computer systems due to CONTRACTOR’s failure to maintain antivirus software

at its most current level.

CONTRACTOR will not alter or disable any hardware or software security

programs residing on COUNTY’s hardware or systems. CONTRACTOR will not

allow unauthorized traffic to pass into COUNTY’s computers, systems, networks

or facilities. If CONTRACTOR does allow unauthorized traffic to pass into

COUNTY’s networks, COUNTY may immediately terminate said access in

addition to any other remedies that COUNTY may have under this Agreement.

CONTRACTOR will immediately notify COUNTY of any actual or suspected

security breach.

CONTRACTOR represents and warrants that it will provide competent

individuals with the skills, knowledge, and training necessary to perform Support

and related services for COUNTY under this Agreement. Said individuals will


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perform such Support and related services in a diligent and professional manner,

in strict compliance with all performance specifications, and in accordance with

generally accepted industry standards.

COUNTY will have the right to remove any CONTRACTOR personnel in its sole

discretion. COUNTY also has the right to ask that specific employees or

personnel be assigned to the project.

Unless expressly set forth otherwise, each of the foregoing warranties is

continuous in nature and will be deemed provided by CONTRACTOR on the

effective date hereof, and through the pendency of this Agreement. Nothing

herein shall limit or modify any other right or remedy available to the COUNTY

under this Agreement, law, statute, rule, and/or equity.

[[If CONTRACTOR will provide Hardware, include the following:

In the event COUNTY purchases physical equipment (―Hardware‖), on

CONTRACTOR’s configuration and/or recommendation, from a third party,

CONTRACTOR warrants that the Hardware is compatible with the Software.

CONTRACTOR further acknowledges, whether COUNTY purchases Hardware

from CONTRACTOR or from a third party on CONTRACTOR’s configuration

and/or recommendation, COUNTY has relied upon the expertise of

CONTRACTOR in the determination of the required Hardware components to

effectively satisfy the specifications and requirements of this Agreement. As

such, CONTRACTOR assumes full responsibility and financial risk to insure that

all required Hardware components are included in the design and architecture,

whether or not such Hardware components are provided by CONTRACTOR or

others, including but not limited to CONTRACTOR’s indemnification obligations

herein. In the event that any Hardware required to operate or maintain the

Software in accordance with the requirements in this Agreement is missing or is

proven to be incompatible with the Software design, such proof being evidenced

by elimination of any error by the removal or replacement of the offending

Hardware component, CONTRACTOR shall provide the missing or replace the

incompatible Hardware component at no additional cost to the COUNTY.

COUNTY shall be relieved from all risks of loss or damage to Software,

Hardware, and/or all documentation during periods of transportation and

installation and during the entire time the Software, Hardware and/or

documentation are in the possession of COUNTY until acceptance thereof by

COUNTY. At such time the risk of loss or damage to said Software, Hardware

and/or documentation shall pass to COUNTY. CONTRACTOR shall not be

responsible for loss or damage to commodities, equipment, software and/or

documentation occasioned by negligence of COUNTY or its employees.


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6. INDEPENDENT CONTRACTOR

CONTRACTOR shall select the means, method, and manner of performing the

services. Nothing is intended or should be construed as creating or establishing

the relationship of co-partners between the parties or as constituting

CONTRACTOR as the agent, representative, or employee of the COUNTY for

any purpose. CONTRACTOR is and shall remain an independent contractor for

all services performed under this Agreement. CONTRACTOR shall secure at its

own expense all personnel required in performing services under this Agreement.

Any personnel of CONTRACTOR or other persons while engaged in the

performance of any work or services required by CONTRACTOR will have no

contractual relationship with the COUNTY and will not be considered employees

of the COUNTY. The County shall not be responsible for any claims that arise

out of employment or alleged employment under the Minnesota Economic

Security Law or the Workers’ Compensation Act of the State of Minnesota on

behalf of any personnel, including, without limitation, claims of discrimination

against CONTRACTOR, its officers, agents, contractors, or employees shall in no

way be the responsibility of the COUNTY. CONTRACTOR shall defend,

indemnify, and hold harmless the COUNTY, its officials, officers, agents,

volunteers, and employees from all such claims irrespective of any determination

of any pertinent tribunal, agency, board, commission, or court. Such personnel or

other persons shall neither require nor be entitled to any compensation, rights, or

benefits of any kind from the COUNTY, including, without limitation, tenure

rights, medical and hospital care, sick and vacation leave, Workers’

Compensation, Re-employment Compensation, disability, severance pay, and

retirement benefits.

7. NON-DISCRIMINATION

A. In accordance with the County’s policies against discrimination,

CONTRACTOR agrees that it shall not exclude any person from full

employment rights nor prohibit participation in or the benefits of, any

program, service or activity on the grounds of race, color, creed, religion,

age, sex, disability, marital status, sexual orientation, public assistance

status, or national origin. No person who is protected by applicable

Federal or State laws against discrimination shall be subjected to

discrimination.

B. In accordance with Hennepin County Board Resolution, if this Agreement

is for a sum over $100,000 or is one of several current contracts with

CONTRACTOR totaling more than $100,000 or is amended to exceed

$100,000, then CONTRACTOR agrees to abide by the COUNTY’s Non-

discrimination and Affirmative Action requirements for COUNTY

contractors including, but not limited to, the following:


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(B1) Affirmative Action Plan. CONTRACTOR shall:

(i) develop an Affirmative Action Plan within thirty (30) days after

contract execution and submit the Initial Workforce Reports

(CC399), pursuant to B2 below, to the Hennepin County

Purchasing/Contract Services Division (P/CS); or

(ii) submit evidence of a current approved Affirmative Action

Plan (AAP) from another governmental jurisdiction, as approved

by P/CS, and submit an Annual Workforce Report (CC400) (the

Initial Workforce Report is not required), pursuant to B2 below, to

P/CS; or

(iii) be granted an exemption for one of the following reasons:

1. Contract is for emergency or life safety related purchases;

2. CONTRACTOR has no facilities and has no more than one

product/sales representative operating in Hennepin County;

3. CONTRACTOR had an average of thirty (30) or fewer

full-time/benefit-earning employees during the twelve (12)

months preceding the submission of the bid, request for

proposal or execution of contract;

4. Pursuant to Hennepin County Board policy, the County

Administrator or designee granted an exemption.

CONTRACTOR shall keep the AAP current and available for

review by the COUNTY during the term of this Agreement and

any extensions. CONTRACTOR agrees that COUNTY has the

right to visit CONTRACTOR’s site(s) for the purpose of

determining compliance with these requirements. AAPs must

include the following elements:

1. EEO Policy Statement;

2. Identification of a person responsible for EEO

Coordination;

3. Harassment policy statement;

4. Initial Workforce Analysis (Form CC399);

5. Identification of the specific steps CONTRACTOR will

take to achieve or maintain a diverse workforce and ensure

non-discrimination;

6. List of recruitment sources; and

7. A plan for dissemination of CONTRACTOR’s AAP and

policy.

(B2) Workforce Reports. CONTRACTOR shall:


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(i) submit an Initial Workforce Analysis (Form 399) to P/CS

within five (5) business days after contract execution.

CONTRACTOR’s Initial Workforce Analysis shall be based on

the following criteria:

1. If CONTRACTOR is located within the local Standard

Metropolitan Statistical Area (SMSA) and with more than

thirty (30) full-time/benefit earning employees within the

local SMSA, CONTRACTOR shall submit an Initial

Workforce Analysis that reflects its local SMSA

workforce.

{Note: The local Standard Metropolitan Statistical

Area (SMSA) is defined as the Counties of Anoka,

Carver, Chisago, Dakota, Hennepin, Isanti, Ramsey,

Scott, Sherburne, Washington, and Wright in

Minnesota and Pierce and St. Croix in Wisconsin.}

2. If CONTRACTOR is located within the local SMSA and

with thirty (30) or fewer full-time/benefit earning

employees within the local SMSA, then CONTRACTOR

shall submit an Initial Workforce Analysis that reflects its

total workforce.

3. If CONTRACTOR is located outside the local SMSA and

with more than thirty (30) full-time/benefit earning



local SMSA workforce.

4. If CONTRACTOR is located outside the local SMSA and

with thirty (30) or fewer full-time/benefit earning



total workforce; and

(ii) if a P/CS review of CONTRACTOR’s Initial Workforce

Analysis determines there is under-representation of women and/or

racial minorities based on local SMSA labor force availability data,

CONTRACTOR shall identify measures to correct the

deficiencies. If the deficiencies are not corrected to COUNTY’s

satisfaction, COUNTY may require CONTRACTOR to

demonstrate that good faith efforts have been made to correct them

or may exercise other remedies as provided herein.

(iii) at the end of each calendar year, submit an Annual

Workforce Report (CC400) to P/CS for review.

C. CONTRACTOR agrees to adhere to the County’s AIDS Policy which

provides that no employee, applicant, or client shall be subjected to


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testing, removed from normal and customary status, or deprived of any

rights, privileges, or freedoms because of his or her AIDS status except for

clearly stated specific and compelling medical and/or public health

reasons. CONTRACTOR shall establish the necessary policies

concerning AIDS to assure that COUNTY clients in contracted programs

and CONTRACTOR’s employees in COUNTY contracted programs are

afforded the same treatment with regard to AIDS as persons directly

employed or served by the COUNTY.

8. INDEMNIFICATION AND INSURANCE

A. If the Software or Support become, or in COUNTY's opinion may

become, the subject of any claim, suit or proceeding for infringement of

any Intellectual Property Rights or is held or otherwise determined to

infringe any Intellectual Property Rights, CONTRACTOR will, at its

expense, defend, indemnify and hold harmless COUNTY from any

liability, judgment, claim, cause of action, suit, proceeding, costs, fees,

and expenses including reasonable attorney’s fees. CONTRACTOR shall

(1) keep COUNTY informed of, and consult with COUNTY in connection

with, the progress of any litigation or settlement; and (2) not settle any

claim without COUNTY’s written consent if such settlement arises from

or is part of any criminal action, suit or proceeding or contains a

stipulation, admission or acknowledgement of any liability or wrongdoing

on the part of COUNTY. If a claim may endanger or disrupt COUNTY’S

quiet use and enjoyment of the Software, CONTRACTOR shall, at

CONTRACTOR’s sole expense, achieve the following results in the listed

order of preference: (1) secure for COUNTY the right to continue using

the Software; or (2) replace or modify the Software to make it non-

infringing without degrading its performance or utility; or (3) refund all

monies paid by COUNTY to CONTRACTOR under the Agreement, for

any Software functionality or for any Support or services that COUNTY is

unable to use. As consistent with other remedies throughout this

Agreement, the above remedies shall be in addition to any other right or

remedy available to the COUNTY under this Agreement, law, statute,

rule, and/or equity.

B. CONTRACTOR agrees to defend, indemnify, and hold harmless the

COUNTY, its officials, officers, agents, volunteers and employees from

any liability, claims, causes of action, judgments, damages, losses, costs,

or expenses, including reasonable attorney’s fees, resulting directly or

indirectly from any act or omission of CONTRACTOR, a subcontractor,

anyone directly or indirectly employed by them, and/or anyone for whose

acts and/or omissions they may be liable in the performance of the

services required by this Agreement, and against all loss by reason of the


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failure of CONTRACTOR to perform any obligation under this

Agreement.

C. In order to protect CONTRACTOR and those listed above under the

indemnification provision, CONTRACTOR agrees at all times during the

term of this Agreement, and beyond such term when so required, to have

and keep in force the following insurance coverages:

Limits

1. Commercial General Liability on an occurrence

basis with contractual liability coverage:

General Aggregate $2,000,000

Products—Completed Operations Aggregate 2,000,000

Personal and Advertising Injury 1,500,000

Each Occurrence—Combined Bodily

Injury and Property Damage 1,500,000

2. Workers’ Compensation and Employer’s Liability:

Workers’ Compensation Statutory

If CONTRACTOR is based outside the

State of Minnesota, coverage must apply

to Minnesota law. In accordance with

Minnesota law, if CONTRACTOR is a

sole proprietor, it is exempted from the

above Workers' Compensation

requirements. In the event that

CONTRACTOR should hire employees or

subcontract this work, CONTRACTOR

shall obtain the required insurance.

Employer’s Liability. Bodily injury by:

Accident—Each Accident 500,000

Disease—Policy Limit 500,000

Disease—Each Employee 500,000

3. Professional Liability— Per Claim 1,500,000

Aggregate 2,000,000

The professional liability insurance must

be maintained continuously for a period of

two years after the termination of this

Agreement.

D. An umbrella or excess policy over primary liability insurance coverages is

an acceptable method to provide the required insurance limits.


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The above establishes minimum insurance requirements. It is the sole

responsibility of CONTRACTOR to determine the need for and to procure

additional insurance which may be needed in connection with this

Agreement. Upon written request, CONTRACTOR shall promptly submit

copies of insurance policies to the COUNTY.

CONTRACTOR shall not commence work until it has obtained required

insurance and filed with the COUNTY, a properly executed Certificate of

Insurance establishing compliance. The certificate(s) must name

Hennepin County as the certificate holder and as an additional insured for

the liability coverage(s) for all operations covered under the Agreement.

The certificate must also show that the County will receive 30 days' prior

written notice in the event of cancellation, nonrenewal, or material change

in any described policies.

CONTRACTOR shall furnish to the COUNTY updated certificates during

the term of this Agreement as insurance policies expire. If

CONTRACTOR fails to furnish proof of insurance coverages, the

COUNTY may withhold payments and/or pursue any other right or

remedy allowed under the contract, law, equity, and/or statute. The

COUNTY does not waive any rights or assume any obligations by not

strictly enforcing the requirements set forth in this section.

E. Duty to Notify. CONTRACTOR shall promptly notify the COUNTY of

any claim, action, cause of action or litigation brought against

CONTRACTOR, its employees, officers, agents or subcontractors, which

arises out of the services contained in this Agreement. CONTRACTOR

shall also notify the COUNTY whenever CONTRACTOR has a

reasonable basis for believing that CONTRACTOR and/or its employees,

officers, agents or subcontractors, and/or the COUNTY, might become the

subject of a claim, action, cause of action, criminal arrest, criminal charge

or litigation arising out of and/or related to the services contained in this

Agreement. Failure to provide the notices required by this section is a

material violation of the terms and conditions of this Agreement.

9. DATA AND DATA PRACTICES

For purposes of these data ownership provisions, ―Data‖ shall mean any

information or data in any format or media, electronic or otherwise, that is

collected, created, received, maintained or disseminated by COUNTY, that is

provided by, through or on behalf of COUNTY, its personnel, clients or affiliates,

that is acquired by CONTRACTOR or CONTRACTOR personnel by virtue of


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access to COUNTY premises, personnel, clients, data or computers, or that is

otherwise acquired in the course of performing under this Agreement.

Except as expressly provided herein, CONTRACTOR shall acquire no right, title

or interest in any Data. CONTRACTOR acknowledges and agrees that Data must

be used, controlled and safeguarded in compliance with the terms of this

Agreement including but not limited to the provisions of the Minnesota

Government Data Practices Act and the Health Insurance Portability and

Accountability Act. CONTRACTOR agrees that neither the CONTRACTOR,

nor any CONTRACTOR personnel, agents, employees, or subcontractors shall

use, disclose or otherwise make available any Data during the term of this

Agreement or at any time thereafter except as required to perform services for

COUNTY hereunder or as required by law or with COUNTY’s express written

consent.

CONTRACTOR shall comply with the terms of the Non-Disclosure Agreement,

attached as Exhibit __ and incorporated by this reference.

CONTRACTOR, its officers, agents, owners, partners, employees, volunteers and

subcontractors shall abide by the provisions of the Minnesota Government Data

Practices Act, Minnesota Statutes, Chapter 13 (MGDPA), the Health Insurance

Portability and Accountability Act (HIPAA) and implementing regulations, if

applicable, and all other applicable state and federal laws, rules, regulations and

orders relating to data privacy or confidentiality. If CONTRACTOR creates,

collects, receives, stores, uses, maintains or disseminates data because it performs

functions of the COUNTY pursuant to this Agreement, then CONTRACTOR

must comply with the requirements of the MGDPA as if it were a government

entity, and may be held liable under the MGDPA for noncompliance.

CONTRACTOR agrees to defend, indemnify and hold harmless the COUNTY,

its officials, officers, agents, employees, and volunteers from any claims resulting

from CONTRACTOR’s officers’, agents’, owners’, partners’, employees’,

volunteers’, assignees’ or subcontractors’ unlawful disclosure and/or use of such

protected data, or other noncompliance with the requirements of this section.

CONTRACTOR agrees to promptly notify the COUNTY if it becomes aware of

any potential claims, or facts giving rise to such claims, under the MGDPA. The

terms of this section shall survive the cancellation or termination of this

Agreement.

10. RECORDS – AVAILABILITY/ACCESS

Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5,

CONTRACTOR agrees that the County, the State Auditor, the Legislative

Auditor or any of their authorized representatives, at any time during normal

business hours, and as often as they may reasonably deem necessary, shall have

access to and the right to examine, audit, excerpt, and transcribe any books,


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documents, papers, records, etc., which are pertinent to the accounting practices

and procedures of CONTRACTOR and involve transactions relating to this

Agreement. CONTRACTOR shall maintain these materials and allow access

during the period of the Agreement and for six (6) years after its termination or

cancellation.

Also, in accordance with Medicare requirements under Section 952 of the

Omnibus Reconciliation Act of 1980 (PL 96-499) as well as any final regulations

relating thereto as may be promulgated by the Secretary of the U.S. Department

of Health and Human Services (the "Secretary"), and to the extent that the

requirements are applicable to this Agreement, CONTRACTOR shall, while this

Agreement is effective and until the expiration of four (4) years after furnishing of

any services, make available, upon written request to the Secretary, or the

Comptroller General of the United States (the "Comptroller General"), or any of

their authorized representatives, a copy of this Agreement and books, documents

and records of CONTRACTOR as are necessary to certify the nature and extent

of the costs incurred by CONTRACTOR for the services furnished. If

CONTRACTOR carries out any of the duties hereunder through a subcontractor,

with a value or cost of $10,000 or more over a twelve (12) month period,

CONTRACTOR shall require subcontractor to make available upon written

request to the Secretary or Comptroller General any such books, documents and

records.

11. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS

A. CONTRACTOR binds itself, its partners, successors, assigns and legal

representatives to the COUNTY for all covenants, agreements and

obligations contained in the contract documents.

B. CONTRACTOR shall not assign, transfer or pledge this Agreement and/or

the services to be performed, whether in whole or in part, nor assign any

monies due or to become due to it without the prior written consent of the

COUNTY. A consent to assign shall be subject to such conditions and

provisions as the COUNTY may deem necessary, accomplished by

execution of a form prepared by the COUNTY and signed by

CONTRACTOR, the assignee and the COUNTY. Permission to assign,

however, shall under no circumstances relieve CONTRACTOR of its

liabilities and obligations under the Agreement.

C. CONTRACTOR shall not subcontract this Agreement and/or the services

to be performed, whether in whole or in part, without the prior written

consent of the COUNTY. Permission to subcontract, however, shall under

no circumstances relieve CONTRACTOR of its liabilities and obligations

under the Agreement. Further, CONTRACTOR shall be fully responsible

for the acts, omissions, and failure of its subcontractors in the performance


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of the specified contractual services, and of person(s) directly or indirectly

employed by subcontractors. Contracts between CONTRACTOR and

each subcontractor shall require that the subcontractor’s services be

performed in accordance with the terms and conditions specified.

CONTRACTOR shall make contracts between CONTRACTOR and

subcontractors available upon request.

D. CONTRACTOR shall notify the COUNTY in writing if another

person/entity acquires, directly or indirectly, more than 50 percent of the

voting power of the shares entitled to vote for directors of

CONTRACTOR. Notice shall be given within ten (10) days of such

acquisition and shall specify the name and business address of the

acquiring person/entity. The COUNTY reserves the right to require the

acquiring person/entity to promptly become a signatory to this Agreement

by amendment or other document so as to help assure the full performance

of this Agreement.

12. MERGER AND MODIFICATION

A. It is understood and agreed that the entire Agreement between the parties

is contained herein. This Agreement supersedes all other agreements,

written or oral, including, but not limited to, any provisions in any

―shrink-wrap‖ or ―click-through‖ type agreements previously or

subsequently provided elsewhere, and negotiations or oral representations

made by or between the parties relating to the subject matter. Further, this

Agreement supersedes any other license terms and conditions supplied by

CONTRACTOR with the Software or otherwise and the same shall have

no effect and are superseded by the Agreement. All items that are

referenced or that are attached are incorporated and made a part of this

Agreement. If there is any conflict between the terms of this Agreement

and referenced or attached items, the terms of this Agreement shall

prevail.

B. Any alterations, variations, modifications, or waivers of provisions of this

Agreement shall only be valid when they have been reduced to writing as

an amendment to this Agreement signed by the parties.

13. DEFAULT AND CANCELLATION

A. If CONTRACTOR fails to perform any of the provisions of this

Agreement or so fails to administer the work as to endanger the

performance of the Agreement, it shall be in default. Unless

CONTRACTOR’s default is excused by the COUNTY, the COUNTY

may upon written notice immediately cancel this Agreement in its entirety.


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Additionally, failure to comply with the terms of this Agreement shall be

just cause for the COUNTY to delay payment until CONTRACTOR’s

compliance. In the event of a decision to withhold payment, the

COUNTY shall furnish prior written notice to CONTRACTOR.

B. Upon cancellation or termination of this Agreement:

1. At the discretion of the COUNTY and as specified in writing by

the Contract Administrator, CONTRACTOR shall deliver to the

Contract Administrator copies of all writings so specified by the

COUNTY and prepared by CONTRACTOR in accordance with

this Agreement. The term ―writings‖ is defined as:

Handwriting, typewriting, printing, photocopying,

photographing, facsimile transmitting, and every other

means of recording, including electronic media, any form

of communication or representation, including letters,

works, pictures, drawings, sounds, or symbols, or

combinations thereof.

2. The COUNTY shall have full ownership and control of all such

writings. CONTRACTOR shall have the right to retain copies of

the writings. However, it is agreed that CONTRACTOR without

the prior written consent of the COUNTY shall not use these

writings for any purpose or in any manner whatsoever; shall not

assign, license, loan, sell, copyright, patent and/or transfer any or

all of such writings; and shall not do anything which in the opinion

of the COUNTY would affect the COUNTY’s ownership and/or

control of such writings.

C. Notwithstanding any provision of this Agreement to the contrary,

CONTRACTOR shall remain liable to the COUNTY for damages

sustained by the COUNTY by virtue of any breach of this Agreement by

CONTRACTOR. Upon notice to CONTRACTOR of the claimed breach

and the amount of the claimed damage, the COUNTY may withhold any

payments to CONTRACTOR for the purpose of set-off until such time as

the exact amount of damages due the COUNTY from CONTRACTOR is

determined. Following notice from the COUNTY of the claimed breach

and damage, CONTRACTOR and the COUNTY shall attempt to resolve

the dispute in good faith.

D. The above remedies shall be in addition to any other right or remedy

available to the COUNTY under this Agreement, law, statute, rule, and/or

equity.


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E. The COUNTY’s failure to insist upon strict performance of any provision

or to exercise any right under this Agreement shall not be deemed a

relinquishment or waiver of the same, unless consented to in writing.

Such consent shall not constitute a general waiver or relinquishment

throughout the entire term of the Agreement.

F. COUNTY may cancel this Agreement with or without cause upon thirty

(30) days’ written notice.

14. CONTRACT ADMINISTRATION

In order to coordinate the services of CONTRACTOR with the activities of the

(Name of County Department/Division) so as to accomplish the purposes of this

Agreement, (Name and Title of Contract Manager), or his or her successor

(Contract Administrator), shall manage this Agreement on behalf of the

COUNTY and serve as liaison between the COUNTY and CONTRACTOR.

15. COMPLIANCE AND NON-DEBARMENT CERTIFICATION

A. CONTRACTOR shall comply with all applicable federal, state and local

statutes, regulations, rules and ordinances currently in force or later

enacted.

B. If the source or partial source of funds for payment of services under this

Agreement is federal, state or other grant monies, CONTRACTOR shall

comply with all applicable conditions of the specific referenced or

attached grant.

C. CONTRACTOR certifies that it is not prohibited from doing business with

either the federal government or the State of Minnesota as a result of

debarment or suspension proceedings.

16. SUBCONTRACTOR PAYMENT

CONTRACTOR shall pay any subcontractor within ten (10) days of

CONTRACTOR’s receipt of payment from the County for undisputed services

provided by the subcontractor. CONTRACTOR shall pay interest of 1½ percent

per month or any part of a month to the subcontractor on any undisputed amount

not paid on time to the subcontractor. The minimum monthly interest penalty

payment for an unpaid balance of $100.00 or more is $10.00. For an unpaid

balance of less than $100.00, CONTRACTOR shall pay the actual penalty due to

the subcontractor. A subcontractor who prevails in a civil action to collect


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interest penalties from a prime contractor must be awarded its costs and

disbursements, including any attorney’s fees, incurred in bringing the action.

17. PAPER RECYCLING

The COUNTY encourages CONTRACTOR to develop and implement an office

paper and newsprint recycling program.

18. NOTICES

Any notice or demand which must be given or made by a party under this

Agreement or any statute or ordinance shall be in writing, and shall be sent

registered or certified mail. Notices to the COUNTY shall be sent to the County

Administrator with a copy to the originating Department at the address given in

the opening paragraph of the Agreement. Notice to CONTRACTOR shall be sent

to the address stated in the opening paragraph of the Agreement or to the address

stated in CONTRACTOR’s Form W-9 provided to the COUNTY.

19. CONFLICT OF INTEREST

CONTRACTOR affirms that to the best of CONTRACTOR’s knowledge,

CONTRACTOR’s involvement in this Agreement does not result in a conflict of

interest with any party or entity which may be affected by the terms of this

Agreement. CONTRACTOR agrees that, should any conflict or potential conflict

of interest become known to CONTRACTOR, CONTRACTOR will immediately

notify the COUNTY of the conflict or potential conflict, specifying the part of this

Agreement giving rise to the conflict or potential conflict, and will advise the

COUNTY whether CONTRACTOR will or will not resign from the other

engagement or representation.

20. PROMOTIONAL LITERATURE

CONTRACTOR agrees that the terms ―Hennepin County‖ or any derivative shall

not be utilized in any promotional literature, advertisements of any type or form

or client lists without the express prior written consent of the COUNTY.

21. MINNESOTA LAWS GOVERN

The Laws of the State of Minnesota shall govern all questions and interpretations

concerning the validity and construction of this Agreement and the legal relations

between the parties and their performance. The appropriate venue and


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jurisdiction for any litigation will be those courts located within the County of

Hennepin, State of Minnesota. Litigation, however, in the federal courts

involving the parties will be in the appropriate federal court within the State of

Minnesota. If any provision of this Agreement is held invalid, illegal or

unenforceable, the remaining provisions will not be affected.

THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK


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COUNTY BOARD AUTHORIZATION

COUNTY OF HENNEPIN

Reviewed by the County STATE OF MINNESOTA

Attorney's Office

By:

Chair of Its County Board

Date:

ATTEST:

Deputy/Clerk of County Board

Date:

By:

Assistant/Deputy/County Administrator

Department Director of

Date:

CONTRACTOR

Contractor warrants that the person who

executed this Agreement is authorized to do

so on behalf of Contractor as required by

applicable articles, bylaws, resolutions or

ordinances.*

By:

Printed Name:

Printed Title:

Date:

*CONTRACTOR shall submit applicable documentation (articles, bylaws, resolutions or

ordinances) that confirms the signatory's delegation of authority. This documentation

shall be submitted at the time CONTRACTOR returns the Agreement to the County.

Documentation is not required for a sole proprietorship.


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COUNTY ADMINISTRATOR APPROVAL

COUNTY OF HENNEPIN

Reviewed by the County STATE OF MINNESOTA

Attorney’s Office

By:

Assistant/Deputy/County Administrator

Department Director of

Date:

Date:

CONTRACTOR

Contractor warrants that the person who

executed this Agreement is authorized to do

so on behalf of Contractor as required by

applicable articles, bylaws, resolutions or

ordinances*.

By:

Printed Name:

Printed Title:

Date:

*CONTRACTOR shall submit applicable documentation (articles, bylaws, resolutions or

ordinances) that confirms the signatory's delegation of authority. This documentation

shall be submitted at the time CONTRACTOR returns the Agreement to the County.

Documentation is not required for a sole proprietorship.