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HENNEPIN COUNTY REQUEST FOR PROPOSAL Oracle/PeopleSoft FSCM 9.2 Upgrade Request for Proposal

Release Date: July 31, 2013

Proposal Response Due Date: August 21, 2013, by 4:00 PM CDT

Table of Contents

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Introduction ........................................................................................................................... 3 1.1 Introduction .................................................................................................................... 3 2. Instruction to Proposers ........................................................................................................ 3 2.1 General Rules.................................................................................................................. 3 2.2 Estimated Timeline and Extension of Time ................................................................. 3 2.3 Proposal Submission ...................................................................................................... 4 2.4 Inquiries and Commission Restrictions ....................................................................... 4 2.5 Addenda .......................................................................................................................... 4 2.6 County’s Right to Withdraw, Cancel, Suspend and/or Modify RFP ........................ 5 2.7 Proposer’s Right to Withdraw or Modify RFP ........................................................... 5 2.8 Proposals Will Not Be Returned ................................................................................... 5 2.9 Public Disclosure of Proposals Documents .................................................................. 5 2.10 Proposer’s Costs ......................................................................................................... 5 2.11 Collusion ...................................................................................................................... 5 2.12 Conflict of Interest ...................................................................................................... 5 3. Scope of Services ................................................................................................................... 6 3.1 Overview and Requirements (Attachment 1) .............................................................. 6 3.2 Hennepin County Terms and Conditions (Attachment 4) ......................................... 6 4. Evaluation and Selection ....................................................................................................... 6 4.1 Proposal Evaluation and Recommendation for Selection .......................................... 6 4.2 Evaluation of Responsiveness........................................................................................ 6 4.3 Evaluation Criteria ........................................................................................................ 7 4.4 Execution of Contract .................................................................................................... 7 5. Attachments ........................................................................................................................... 7 Attachment 1 – Overview and Requirements ........................................................................ 8 Attachment 2 – Proposal Format and Content .................................................................... 15 ►Transmittal Letter .............................................................................................................. 15 ►Table of Contents ................................................................................................................ 16 ►Section I: Executive Summary ........................................................................................... 16 ►Section II: Glossary of Terms and Abbreviations ........................................................... 16 ►Section III: Implementation Approach and Schedule ..................................................... 16 ►Section IV: Proposer Qualifications and References ....................................................... 17 ►Section V: Qualification of Key Staff ................................................................................ 17 ►Section VI: Cost Proposal .................................................................................................. 18 Attachment 3 – Enterprise Architectural Diagram ............................................................. 19 Attachment 4 – Hennepin County Terms and Conditions .................................................. 20

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Request for Proposal 1. 1.1

Introduction Introduction

The County of Hennepin, State of Minnesota (“County”) is soliciting proposals from vendors with proven experience in implementing an Oracle/PeopleSoft upgrade of the applications for finance and supply chain management (FSCM). To be considered for this project vendor must be able to commit key staff with proven experience in implementing an Oracle/PeopleSoft 9.1 (or higher version) upgrade. The County owns the PeopleSoft modules necessary for the 9.2. financial upgrade. The County will also be responsible for the purchase and installation of the hardware infrastructure. Proposals should not include PeopleSoft software modules or infrastructure hardware. ►For overview and requirements see Attachment 1. ►For proposal format and content see Attachment 2. (including Exhibit 1 – Cost Proposal Workbook) ►For County’s enterprise architecture diagram see Attachment 3. ►For County’s terms and conditions see Attachment 4. About Hennepin County 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. The County’s 2013 operating budget is $1.78 billion and the County has 7,390 budgeted FTE’s.

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Instruction to Proposers

2.1 General Rules This Request for Proposals ("RFP") is an invitation for Proposers to submit a proposal 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. 2.2 Estimated Timeline and Extension of Time 7/31/2013 8/12/2013 8/21/2013 10/31/2013 12/17/2014

Release of RFP Closing date for all questions, 3:00 p.m. Central Daylight Time Final date for receiving proposals, 4:00 p.m. Central Daylight Time Recommendation and notification Effective start date of contract

These dates are subject to revision or cancellation by the County in its sole and absolute discretion.

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2.3 Proposal Submission Submit an original and five (5) paper copies of the proposal (the original proposal should be clearly identified) and one (1) electronic copy of the proposal on either a CD or flash drive. Address it to:

Oracle/PeopleSoft RFP Henry Schulteis, Senior Contract Services Analyst Hennepin County Hennepin County Purchasing and Contract Services 300 6th Street South A-1730 Government Center Minneapolis MN 55487 Proposals must be received no later than August 21, 2013 by 4:00 p.m. Central Daylight Time. Faxed and e-mailed copies will not be accepted. Failure to submit a proposal on time may be grounds for rejection of the proposal; however, the County reserves the right, in its sole and absolute discretion, to accept proposals after the time and date specified. The County is not responsible for delays caused by the U.S. Postal Service or any other carrier or delivery service. 2.4 Inquiries and Communication Restrictions Inquiries concerning this RFP should be submitted as follows, in writing via e-mail: To:

Re: Oracle/PeopleSoft FSCM 9.2 Upgrade RFP Henry Schulteis, Senior Contract Services Analyst Hennepin County Hennepin County Purchasing and Contract Services [email protected]

Copy to: Re: Oracle/PeopleSoft FSCM 9.2 Upgrade RFP Elizabeth Lo, PMP Office of Budget and Finance Principal IT Project Manager [email protected] Proposers may not have communications, verbal or otherwise, concerning this RFP with any personnel or boards from Hennepin County or relevant consultant(s), other than the persons listed in this section. This restriction may be suspended or removed by the authority and direction of the persons listed above. If any Proposer attempts or completes any unauthorized communication, the County may, in its sole and absolute discretion, reject the Proposer’s proposal. 2.5 Addenda The County reserves the right to modify the RFP at any time prior to the proposal due date. If the RFP is modified, addenda to the RFP will be provided to all prospective Proposers known to have received a copy of the RFP. It is the responsibility of each prospective Proposer to assure receipt of all addenda. The County will modify the RFP only by formal written addenda. Proposer’s proposal should be based on the specifications herein and any formal written addenda from the County, not oral or other interpretations or clarifications, including those occurring at any pre-Proposal meetings, site visits, etc.

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2.6 County’s Right to Withdraw, Cancel, Suspend and/or Modify RFP The County reserves the right to withdraw, cancel, suspend, and/or modify this RFP for any reason and at any time with no liability to any prospective Proposer for any costs or expenses incurred in connection with the RFP or otherwise. 2.7 Proposer’s Right to Withdraw or Modify RFP A proposal may be withdrawn on written request of the Proposer prior to the proposal due date. Prior to the proposal due date, changes may be made, provided the change is submitted in writing and signed by an officer or authorized representative of the Proposer. No modification, unless in writing, will be accepted. 2.8 Proposals Will Not Be Returned Upon submission, proposals will not be returned. 2.9 Public Disclosure of Proposals Documents Under Minnesota law, proposals are private and nonpublic until the proposals are opened on the proposal due date. Once the proposals are opened, the name of the Proposer becomes public. All other data in the proposal is private or nonpublic data until completion of the evaluation process. The evaluation process is completed when the County enters into a contract with a Proposer. At that time, all remaining data submitted by all Proposers is public with the exception of data exempted under Minn. Stat. Section 13.37 of the Minnesota Government Data Practices Act. If the Proposer believes non-public data is included in its proposal, Proposer shall clearly identify the data and cite the Minnesota Government Data Practices Act exemption(s). However, the Proposer agrees, as a condition of submitting a proposal, the County will not be liable or accountable for any loss or damage which may result from a breach of confidentiality, as may be related to the proposal. Pricing, fees, and costs are public data. The Proposer agrees to indemnify and hold the County, its officials, agents, and employees harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce this provision. 2.10 Proposer’s Costs The County shall not be responsible for any costs incurred by Proposer in connection with this RFP. Proposer shall bear all costs associated with proposal preparation, submission, and attendance at presentation interviews, or any other activity associated with this RFP or otherwise. 2.11 Collusion If the County determines that collusion has occurred among Proposers, none of the Proposals of the participants in such collusion shall be considered. The County’s determination shall be final. 2.12 Conflict of Interest The Proposer affirms that, to the best of its knowledge, its proposal does not present a conflict of interest with any party or entity, which may be affected by the terms of a contract resulting from this RFP. The Proposer agrees that, should any conflict or potential conflict of interest become known, it will immediately notify the County of the conflict or potential conflict, and will advise the County whether it

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will or will not resign from the other engagement or representation. Further, the County may make reasonable efforts to avoid, mitigate, or neutralize an organizational conflict of interest by a Proposer in all competitive procurements. To avoid an organizational conflict of interest by a Proposer, the County may utilize methods including disqualifying a Proposer from eligibility for a contract award or canceling the contract if the conflict is discovered after a contract has been issued. To mitigate or neutralize an organizational conflict of interest by a Proposer, the County may use methods such as revising the scope of work to be conducted, allowing Proposers to propose the exclusion of task areas that create a conflict, or providing information to all Proposers to assure that all facts are known to all Proposers. The County may, at its sole and absolute discretion, waive any conflict of interest. 3.

Scope of Services

3.1 Overview and Requirements (Attachment 1) 3.2 Hennepin County Terms and Conditions (Attachment 4) The Hennepin County Terms and Conditions are included as Attachment 4 and are herein incorporated by reference. If a Proposer has a concern or objection to any of these provisions, it should so indicate in its proposal. The County reserves the right to require compliance with these provisions and to negotiate final terms, conditions, and requirements with the successful Proposer(s) that are in the County's best interest. 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. 4.

Evaluation and Selection

4.1 Proposal Evaluation and Recommendation for Selection

The RFP does not commit the County to award a contract. Submission of a proposal as provided herein shall neither obligate nor entitle a Proposer to enter into a contract with the County. The County reserves the following rights to be exercised in the County’s sole and absolute discretion: 1) to determine whether any aspect of a proposal satisfactorily meets the criteria established in this RFP; 2) to seek clarification or additional information from any Proposer(s); 3) to negotiate, sequentially or simultaneously, pricing and/or terms with any Proposer(s) or contractor(s) that did not submit a proposal; 4) to reject any or all proposals with or without cause; 5) to waive any irregularities or informalities in a proposal; 6) to cancel and/or amend by addenda this RFP, in part or entirely; and 7) to award multiple contracts to Proposers and/or contractors that did not submit a proposal. Evaluation of proposals by a selection committee, County staff, a technical advisory committee, or by another group, individual or entity is advisory only. The County Board or its designee may consider or reject such evaluation(s) for any or all proposals. Such evaluations are for the sole benefit of the County Board or its designee, and as such, they are not binding upon the County, nor may they be relied upon in any way by a Proposer. 4.2 Evaluation of Responsiveness The County will consider all the material submitted by the Proposer to determine whether the Proposer’s offer is in compliance with the terms and conditions set forth in this RFP. Responses that do not comply with the provisions in this RFP may be considered nonresponsive and may be rejected. To be considered

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for this project vendor must be able to commit key staff with proven experience in implementing an Oracle/PeopleSoft 9.1 (or higher version) upgrade. 4.3 Evaluation Criteria Evaluation factors shall include, but are not limited to, the following: • • • • •

Proposer’s expertise and experience. Proposer’s past performance. Proposer’s telephone or in-person interview, if requested. Proposer’s cost. Proposer’s proposal, evaluated based on quality and responsiveness.

4.4 Execution of Contract Before a contract becomes effective between the County and any Proposer, the contract award must be ratified and signed by the County. If for any reason the County does not ratify and sign the contract then there are no binding obligations whatsoever between the County and the Proposer relative to the proposed contract.

5.

Attachments

Attachment 1 – Overview and Requirements Attachment 2 – Proposal Format and Content Attachment 3 – County’s Enterprise Architecture Diagram Attachment 4 - Hennepin County Terms and Conditions

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Attachment 1 – Overview and Requirements Definition of Acronyms Used in this RFP APEX FSCM HCM ELM HR BI

The name of Hennepin County’s ERP application group Finance and Supply Chain Management Human Capital Management Enterprise Learning Management Human Resources Business Intelligence

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, Contracts, 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: Reports: Queries, SQR reports and Cognos reports: Interfaces/Views:

74 432 46

Associated systems include: • AP Imaging: AP Imaging is a Filenet application used to store the images of accounts payable invoices related to purchase orders. • Cognos BI and Planning: Cognos BI is used for many financial reports for General Ledger, Project Costing, and Purchasing. Cognos Planning is used for budget preparation. During 2012, the County upgraded its HCM, ELM, and Portal environments to PeopleTools version 8.52 and PeopleSoft version 9.1. During 2013, the County is upgrading the FSCM PeopleTools version to 8.52 and applying FSCM maintenance packs and bundles. It is the County’s vision to implement Strategic Sourcing / eSupplier Portal following the Financial 9.2 upgrade. During the implementation of Financial 9.2 Upgrade Project, the County and Vendor will need to consider any configuration / customizations that may impact Strategic Sourcing / eSupplier Portal. 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 8.52.13 (as of August 2013) Oracle PeopleTools – HCM/ELM/Portal : v8.52.07 (as of October 2012) Oracle RDMS v11g Linux SLES 11 database server Linux SLES 11 application/batch server Linux SLES 11 web server Windows 2008 R2 batch server Phire 7.01

All Servers are virtual except the database servers which are physical. The FSCM production database is approximately 130g. Performance monitoring tools the County uses include: • • •

Quest Performance Analysis Toad Oracle Grid Control

The County completed an investigation into the document storage systems that are currently available at the County. Options included: • • •

PeopleSoft – File server via FTP SharePoint FileNet

Detail of Customization, Interfaces and Reports by Module

General Ledger/KK Purchasing/ePro Accounts Payable Employee Expenses Billing/AR Project Costing Grants Management Treasury/Cash Mgmt Total

Mods

Interfaces

Public Queries

6 32 10 7 10 5 2 2 74

4 2 12 1 10 6 0 11 46

41 81 71 46 55 23 29 48 394

Cognos Crystal/ BI SQR Reports Reports 20 2 0 0 0 5 0 0 27

5 1 2 0 3 0 0 0 11

In addition to public queries, the County has developed “private” queries to be used and viewed by an individual user, which will need to be included as part of the testing effort.

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Users by Modules Note: There is duplication of users in the below counts (i.e. many users have both transactional and inquiry access, and many users have access to multiple modules and would appear in the counts for each module).

Accounts Payable Accounts Receivable Billing Employee Expenses General Ledger Commitment Control Grants Project Costing Purchasing/eProcurement Treasury

Transactional

Inquiry/Reports

14 30 71 41 170* 15 62 102 499* 20

523 191 122 163 246 194 178 260 526 11

Employee/ Mgr Self Service

~7,000

*includes GL Journal Entry approvers and Requisition Approvers

APEX FSCM Upgrade Project Requirements To be considered for this project vendor must be able to commit key staff with proven experience in implementing an Oracle/PeopleSoft 9.1 (or higher version) upgrade. Key 9.2 Financials Upgrade requirements are to: • • • • •

Validate the County’s proposed infrastructure (servers/capacity) for all FSCM 9.2 environments: DEMO, DEVELOPMENT, CONVERSION, TEST, and PRODUCTION Establish the new v9.2 environments for FSCM as listed in the above bullet point Establish and utilize the new PeopleTools v8.53 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 o o

Which new functionality should be adopted What new customizations will be required Which existing customizations should be migrated or removed



Migrate, test, rework, and verify in the 9.2 Financial environments all: o Required existing customizations o Current business, module, and processing rules as required o Current custom reports o Current interfaces o Current workflows



Test and verify all currently used standard reports in the new v9.2 environments

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Re-establish, test, and verify application messaging and synchronizations in the new v9.2 environments: o Oracle/PeopleSoft Financials (v9.2) HCM v 9.1



Test, rework, and verify in the 9.2 Financials environments all: o Current Microsoft Office interactions (i.e., creating MS Excel 2010 data spreadsheets, using MS Excel 2010 with Component Interface, Excel spreadsheet upload for General Ledger journal entries, etc..) o Microsoft Outlook 2010 email interactions such as automated notifications, emailed purchase orders, etc.



Develop, test, and verify any new customizations or configurations needed for business rules, batch processes, reports, workflows, interfaces, pages, emails, and messaging Assist County staff in updating selected UPK and training materials to reflect the new v9.2 changes and user experience



In addition to the overall objectives listed above, the County is interested in pursuing the following specific enhancements in PeopleSoft 9.2: •

Attachment functionality – Attachments are not currently being used in the 9.0 environment. The modules that are the highest priority for us to implement attachments are Accounts Payable and Employee Expenses. The County has a separate Filenet application to store scanned invoices, called AP Imaging, but there is no linkage between AP Imaging and PeopleSoft.



Embedded help – (written to reflect County processes) for highly used processes such as employee expenses and requisitioning.



WorkCenters – We are interested in implementing the delivered work centers for Accounts Payable, Accounts Receivable, and General Ledger. We would also like to explore using the Work Center framework to create a work center for requisitioners.



Forms and Approval builder – We are interested in exploring the feasibility of using the Forms and Approval Builder for Security Access requests and Direct Pay requests (nonpurchase order payments).



iPad Certification and Approval on Mobile Devices – Test and implement employee access via iPad and mobile expenses/approvals. This task will require collaboration with the County’s Information Technology Department, as currently the only mobile application allowed is for email/calendaring.



ChartField requests – Implementing and using the delivered functionality for ChartField Requests and Approval



Supplier audit trail – Extend the financial audit framework to track changes to supplier core data

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9.2. Finance Upgrade Tentative Timeline The tentative timeline for the project is: • • • • • • • •

Create and approve upgrade project plan Verify upgrade infrastructure Complete fit/gap analysis Complete setup and re-customization Complete system / user testing & rework Complete UAT Complete user training Cutover to new version

February, 2014 February, 2014 March – April, 2014 April – May, 2014 June – July, 2014 August, 2014 September, 2014 September, 2014

(the rest of this page intentionally left blank)

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County Project Team, Customizations and Users The County’s Project Team for the APEX Finance Upgrade Project includes the following resources:

County Staffing for 9.2 Financials Upgrade: Project Manager: The County plans to provide its own project manager who will have primary responsibility for the overall project and seeing that deliverables are achieved. The Proposer’s project manager will partner with the County’s project manager. Functional: The County modules: • • • • • •

has six dedicated functional business analysts who support the following General Ledger/Project Costing Purchasing/eProcurement Accounts Payable/Employee Expenses Grants/Contracts Billing/Accounts Receivable Functional / Technical

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We also have a full time resource that combines both functional and technical skills, and provides assistance on all modules. These resources will still need to cover their normal day-to-day operational duties. We anticipate that 3040% of their time will be able to be devoted to the upgrade project. Technical: The County has the following resources available for the project: • • • •

System Administrators – 1.0 FTE Database Administrators – 1.0 FTE Security – 1.0 FTE Finance Developers – 3.0 FTE

Depending on the need, the County also has HCM developers to assist with the project. As with the functional resources, day-to-day operational duties will also need to be covered, but we anticipate that the technical resources will be available for the upgrade project for a higher percentage of time than the functional staff. Reporting: The County has a five person unit dedicated to the Cognos BI and Cognos Planning systems: A supervisor/business analyst, a system administrator and a .5 backup system administrator, and 2.5 report developers. We expect that this unit will be responsible for updating Cognos reports (if necessary). Some technical assistance may be required to update Peoplesoft > Cognos interfaces. Change/Communications/Training: The County has a three person unit for organizational change management, communications, and training. We expect that this unit will do the bulk of training material development (including UPK’s) and classroom training delivery, if needed. Proposers should not include dedicated organizational change management and training resources in their proposals.

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Attachment 2 – Proposal Format and Content Oracle/PeopleSoft FSCM 9.2 Upgrade proposals must adhere to the following format and include the required content. By submitting your Proposal you agree to provide the County with two years of audited financial reports, upon request. Proposal Format Part 1 Transmittal Letter Table of Contents Part 2 Section Section Section Section Section

I: Executive Summary II: Glossary of Terms and Abbreviations III: Implementation Approach and Schedule IV: Proposer Qualifications and References. V: Qualifications of Key Staff

Part 3 Section VI: Cost Proposal – Exhibit 1 to Attachment 2 Proposal Required Content Part 1 ►Transmittal Letter The Proposer must submit a signed Transmittal Letter with their response that includes the items below. a) A statement that confirms the proposal is in response to the Oracle/PeopleSoft FSCM 9.2 Upgrade; b) Proposer’s legal name and any other name under which the Proposer does business; mailing address; name and title of individual who will sign the contract; name and title of the company contact person (if different) c) A statement that the individual who signs the Transmittal Letter is authorized to commit the company; d) A statement that the proposal is effective for six (6) months from the proposal due date; e) A guarantee that prices quoted in the proposal were established without collusion with other Proposers and without effort to preclude Hennepin County from obtaining the best possible competitive price; f) Acknowledgement that the Proposer has read this RFP and subsequent amendments;

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g) A statement confirming that the Proposer has reviewed and agrees to be bound by the County’s Terms and Conditions in Attachment 4, with any exceptions to the standard contract clauses identified; h) A statement indicating whether or not the Proposer or any individual working on the proposal has a possible conflict of interest; i)

A statement indicating that Proposer’s staff would be available to work onsite at the Hennepin County Government Center four business days each week, excluding holidays, for the duration of the project;

j)

A statement indicating that Proposer will be able to commit to this proposed project key staff with proven experience in implementing an Oracle/PeopleSoft 9.1 (or higher version) upgrade; and

k) All subcontractors and joint venture partners are identified.

►Table of Contents The Proposer must provide a table of contents with corresponding page numbers relating to its proposal. The table of contents must conform to the outline provided herein. Part 2 ►Section I: Executive Summary The Executive Summary, which must not exceed five (5) pages, must provide an overview of the Proposer’s proposed services and be strictly based upon the overview and requirements in Attachment 1. Proposers are encouraged to highlight those factors that they believe distinguish their proposal from their competitors. ►Section II: Glossary of Terms and Abbreviations The Proposer must provide a glossary of all terms, acronyms and abbreviations used in its proposal. ►Section III: Implementation Approach and Schedule The proposer’s implementation approach should provide a general approach to the project. The following topics should be addressed at the minimum: • • • • • • •

Upgrade Methodology Experience with document storage and file attachments and discuss recommended approach given the County’s current architecture Proposed Phases Expected Deliverables Estimated Timeline Hardware Environment Recommendation Post Upgrade Support

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Proposers shall also provide a Microsoft Project Plan Work Breakdown Structure level 2 (implementation schedule) including tasks, duration, estimated start and finish dates as well as responsibilities. The Project Plan must be in Microsoft Project 2010 or above. ►Section IV: Proposer Qualifications and References The Proposer must include a list of at least three (3) clients preferably with public sector organizations comparable in size and complexity to the County for whom the Proposer has provided PeopleSoft Financial upgrade or implementation services that are the same or similar to those services proposed in this RFP. If any subcontractor services are recommended in the response, and the subcontractor did NOT participate in one of the three client references, then please submit one (1) reference unique to the subcontractor in addition to the Proposer’s references. The summary must include at minimum three references with the following information: a) b) c) d)

Client contact name, title, address, current and direct phone number, and email. Description of the size and complexity of the upgrade / implementation Budget, project duration, and implementation date Description of whether the project was completed on time and on budget or not.

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. ►Section V: Qualification of Key Staff To evaluate qualifications of key staff, the County will consider the following factors for each of the individuals: • • • •

Technical qualifications Functional qualifications Upgrade Experience FSCM v9.1 and 9.2 Upgrade Experience

Proposers must submit resumes of key staff in addition to a proposed team organization. The County requires the work to be done onsite. Key staff must include: • 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 (estimate of 1-2) o This role will lead the technical effort and partner with a County resource to validate the proposed infrastructure for the environments, coordinate infrastructure setup and development, ensure alignment with PeopleSoft upgrade recommendations and best

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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 PeopleSoft 9.2, 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.

Part 3 ►Section VI: Cost Proposal Exhibit 1 to Attachment 2 must be completed as part of the cost proposal: • Cost Validation Worksheet • Resource Cost Worksheet o Indicate whether resource is local o Hourly rate by resource o Number of estimated hours o Estimated cost of travel / expenses • Deliverables-Milestones Worksheet o Cost of each milestone (highlighted in yellow) The format provided in Exhibit 1 to Attachment 2 (Cost Worksheets) must be used to provide this information. On the Deliverables-Milestones Worksheet a fixed price must be provided for each milestone (highlighted in yellow). IMPORTANT: The total cost of the Deliverables-Milestones Worksheet must equal the total cost of the Resource Cost Worksheet. 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.

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Attachment 3 – Enterprise Architectural Diagram

Attachment 4 – Hennepin County Terms and Conditions Contract No: _________ FINANCE AND SUPPLY CHAIN MANAGEMENT UPGRADE IMPLEMENTATION SERVICE AGREEMENT This Agreement is between the COUNTY OF HENNEPIN, STATE OF MINNESOTA, A-2300 Government Center, Minneapolis, Minnesota 55487 (the “COUNTY”), on behalf of the Hennepin County Budget and Finance Department, A-2301 Government Center, Minneapolis, Minnesota 55487 (“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 COST OF THE AGREEMENT CONTRACTOR agrees to furnish services to the COUNTY commencing __________________ and terminating __________________, unless terminated earlier in accordance with the Default and Cancellation provisions of this Agreement. The total cost of this Agreement, including all reimbursable expenses, shall not exceed ___________________Dollars ($_________).

Reimbursable expenses are limited to [list items: parking, mileage or transportation fees, copying and postage related fees, etc.]. Any reimbursable expense which exceeds __________________ Dollars ($________) shall receive prior approval from the Contract Administrator.

2.

SERVICES, SOFTWARE, AND LICENSE The COUNTY hereby purchases CONTRACTOR’s implementation services (“Implementation Services”) related to applications for finance and supply chain management “Software,” provided by Oracle USA Inc. (“ORACLE”), specifically involving an upgrade implementation from PeopleSoft version 9.0 to version 9.2 for Software applications for COUNTY’s applications for finance and supply chain management (“FSCM”). “Software” shall mean any computer programs, applications, utilities, middleware, thirdparty software, documentation, and other related technology acquired from ORACLE and as having been modified and implemented by a third party(-ies) and existing at COUNTY and as may be further described herein including, but not limited to, all security devices, updates, major and/or minor enhancements, versions, releases, corrections, replacements, new versions and/or any other modifications provided as part of, in support of, or in conjunction with the Software or Services, as defined herein including, but not limited to, any other third party computer programs, applications, utilities, middleware, custom

programming, architecture and/or other related technology necessary to support CONTRACTOR’s Implementation Services and solutions herein. “Software Modifications” shall mean any configuration of the Software (without source code alteration) performed by CONTRACTOR to meet the business requirements of COUNTY. “Software Customizations” shall mean any alterations or extensions of the source code performed by CONTRACTOR to meet the business requirements of COUNTY. “Integration” shall mean any computer programming performed by CONTRACTOR to send electronic information from the Software to an external source or to receive electronic information from an external source into the Software. “Documentation” shall broadly apply to any written materials provided by CONTRACTOR and/or ORACLE and any written materials developed by CONTRACTOR pertaining to the Implementation Services, Software Modifications, Software Customizations, or Integrations. “System” shall refer to the combination of Software, Software Modifications, Software Customizations, Integrations, and Documentation as provided by CONTRACTOR or provided by COUNTY staff at the direction of CONTRACTOR. “Implementation Services” shall mean any installation of Software, Software Modifications, Software Customizations, or Integrations provided by CONTRACTOR; any architectural design work, testing design work, or actual testing performed by CONTRACTOR; and, any guidance provided by CONTRACTOR to COUNTY personnel on Software installation, architectural design, or testing. The Detailed Project Plan, which shall be developed mutually by the herein parties upon execution of this Agreement but not later than the end of Fit/Gap analysis, marked as Exhibit B and hereby incorporated into this Agreement, shall define the specific scope of Implementation Services to be performed under this Agreement. Additional descriptions of Software Modifications, Software Customizations, Integrations, Documentation, and Implementation Services are provided in the Scope of Services, marked as Exhibit A and hereby incorporated into this All of the foregoing in this section maybe collectively referred to as “Services.” All right, title and interest in all material, copyrighted or otherwise, (“Material”) which CONTRACTOR, its employees, contractors, subcontractors, agents, consultants or any other personnel may conceive or originate either individually or jointly with others, and which arises out of the performance of this Agreement, shall become property of COUNTY. CONTRACTOR shall assign to COUNTY all right, title, interest and copyrights of any copyrightable material. CONTRACTOR also agrees, upon request of COUNTY, to execute all papers and perform all other acts necessary to assist COUNTY to obtain and register copyrights on those materials. Where applicable, works for authorship created by CONTRACTOR for COUNTY in performance of this Agreement shall be considered “works made for hire” as defined in the U.S. Copyright Act. 21

CONTRACTOR shall cause its employees, contractors, subcontractors, agents, consultants or other personnel to comply with the provisions herein including, but not limited to, causing the assignment to COUNTY of all right, title and interest and copyrights to the Material and causing the contemporaneous waiver of all such rights in the same. In the event CONTRACTOR does not cause such assignment and/or grant of ownership rights, or in the event such assignment and waiver is not permissible under applicable law, pursuant to the terms herein, for the services performed to produce the Material, CONTRACTOR shall grant, and/or shall cause appropriate CONTRACTOR personnel to grant to COUNTY an irrevocable, perpetual, royalty-free license to use the Material. In the event CONTRACTOR is not able to cause such grant of license, (1) CONTRACTOR may replace or modify the Services to make them non-infringing without degrading its performance or utility; (2) the herein parties may mutually agree upon an appropriate adjustment to the fees; or (3) COUNTY may immediately terminate this Agreement and pursue desired remedies at law. The provisions in this section, particularly provisions related to payment for Services, are subject to the terms of this Agreement, including, but not limited to, Section 4, Payment for Services, and Section 13, Default and Cancellation. 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 COUNTY including, but not limited to, the Services and related or necessary software, hardware, documentation, and/or any other item that may be applicable thereto. CONTRACTOR further warrants that any material or item delivered by CONTRACTOR will not violate the United States Copyright Law or any other property right of another, and agrees that CONTRACTOR shall defend, indemnify, and hold harmless COUNTY, its officials, officers, employees, volunteers, at CONTRACTOR’s own and sole expense against any alleged infringement of any copyright or property right as set forth herein. For the 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’s personnel by virtue of access to COUNTY premises, personnel, clients, data or computers, or that is otherwise acquired in the course of CONTRACTOR’s performance 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, Minnesota Statutes Chapter 13 and the Health Insurance Portability and Accountability Act. CONTRACTOR agrees that neither CONTRACTOR, nor any CONTRACTOR personnel, agents, employees, nor any subcontractors of CONTRACTOR 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 the Services for COUNTY hereunder or as required by law or with COUNTY’s express written consent.

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Subject to the terms of the Warranties as set forth below, if CONTRACTOR personnel needs to connect to any of COUNTY’s computer networks to perform the Services herein, COUNTY will provide CONTRACTOR personnel with COUNTY-owned or leased computer equipment and/or software (“Computer Equipment”), unless otherwise permitted by COUNTY. The Computer Equipment shall remain the property of COUNTY, and CONTRACTOR shall have no right, title or interest in the Computer Equipment as supplied by COUNTY. If CONTRACTOR’s personnel are given access to any COUNTY physical location, computing equipment, applications (e.g., electronic mail, word processing, spreadsheet, presentation, database software, etc.), or any of the COUNTY’s computer networks, CONTRACTOR agrees to and shall direct its personnel to use only such COUNTY-provided equipment and to use all applications and network access in compliance with COUNTY’s policies and procedures, notice of which shall be provided to CONTRACTOR. CONTRACTOR agrees only to use the Computer Equipment, applications, and network access as necessary to directly perform its Services pursuant to the terms of this Agreement. All other equipment being necessary to perform the Services hereunder will be provided by CONTRACTOR to CONTRACTOR personnel. CONTRACTOR-supplied equipment must meet the specifications of COUNTY as defined in this Agreement. CONTRACTOR shall immediately return to COUNTY any COUNTY equipment provided to CONTRCTOR upon the termination of this Agreement, or sooner if so requested by COUNTY.

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 descriptions and specifications set forth in the Acceptance Testing Criteria, marked as Exhibit D and by this reference incorporated into this Agreement, which is to be mutually agreed to by the herein parties. 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”). CONTRACTOR will correct a Non-conformity, at CONTRACTOR’s sole expense, within ten (10) days of receiving the Non-conformity notice. COUNTY shall then test the corrected Software. If COUNTY has not notified CONTRACTOR of a Nonconformity 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 ten (10) 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 23

respect to the Non-conforming Software plus any other costs related to the Nonconforming 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 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. The payment schedule for the Services, made upon COUNTY’s Acceptance of Milestones as set forth in Exhibit B, shall be as follows: Payment Event/Milestone Detailed Project Plan Fit/Gap Completed Project Planning Completed Unit Testing in Development Completed Reconfiguration/Redevelopment Completed User Acceptance Testing Completed UAT and Cutover to v9.2 Completed Post Go-live Production Support Completed

Amount Payable $______ $______ $______ $______ $______ $______ $______ $______

No payment shall constitute an Acceptance of any Services or relieve the CONTRACTOR of its obligations under this Agreement. Retainage. COUNTY shall retain ten (10%) percent of all amounts invoiced for Services prior to Acceptance of the final Milestone Release. Such retainage shall be held by COUNTY until the final Milestone Release has been Accepted by COUNTY. CONTRACTOR shall not provide Services under this Agreement without receiving a purchase order or purchase order number supplied by the COUNTY. All invoices shall display the COUNTY purchase order number and be sent to the central invoice receiving address supplied by the COUNTY.

5.

WARRANTIES CONTRACTOR warrants that the Services will 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”).

24

CONTRACTOR represents and warrants to COUNTY that the Services will perform according to the descriptions and specifications as specified in this Agreement, including all of the exhibits and attachments thereof. 1. CONTRACTOR warrants that, throughout the term of this Agreement, CONTRACTOR will plan, adapt, adjust and conform the Services to accommodate all Software security devices, updates, upgrades, major and/or minor enhancements, versions, releases, corrections, replacements, new versions and/or any other modifications unless CONTRACTOR reasonably believes that doing so would prevent it from performing the Services within the scope of this Agreement, in which case CONTRACTOR shall immediately notify COUNTY of the anticipated challenge. CONTRACTOR represents and warrants that it will provide competent individuals with the skills, knowledge, and training necessary to perform the Services and related services to COUNTY under this Agreement. Such individuals will perform said Services and related services in a diligent and professional manner, in strict compliance with all performance specifications, and in accordance with generally accepted industry standards. CONTRACTOR acknowledges that the personnel identified in this Agreement including in the exhibits and attachments thereof (“Key Personnel”) are a material inducement to COUNTY to enter into this Agreement and without whose services COUNTY would not enter into this Agreement. COUNTY shall have the right to approve or disapprove any CONTRACTOR personnel assigned to this project and their substitutes. COUNTY shall also have the authority to approve or disapprove any personnel changes requested by CONTRACTOR, unless the unavailability of the Key Personnel or other qualified personnel is beyond reasonable control of CONTRACTOR. COUNTY retains 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. CONTRACTOR, for itself and CONTRACTOR personnel, agrees to comply with all of COUNTY’s requirements in relation to the security of 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 COUNTY's network facilities. CONTRACTOR shall ensure that all personnel including, but not limited to its employees, contractors, subcontractors 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 or its personnel’s failure to maintain antivirus software at its most current level. CONTRACTOR shall not alter or disable any hardware or software security programs residing on COUNTY’s hardware or systems. CONTRACTOR shall not allow

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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 shall immediately notify COUNTY of any actual or suspected security breach. CONTRACTOR represents and warrants that any code, architecture or other computer development performed or written by any CONTRACTOR personnel or materials furnished by CONTRACTOR to COUNTY are free of: (i) any computer code or instructions that may disrupt, damage, or interfere with COUNTY’s use of its computers, systems and/or telecommunications, e.g., malicious code, viruses, etc.; and (ii) devices that are capable of automatically or remotely stopping the code or instructions from operating, (e.g., passwords, fuses, time bombs, etc); and (iii) other harmful code. CONTRACTOR also represents and warrants to COUNTY that it has developed and engineered its Deliverables under this Agreement without any “back doors” or “trap doors” which allow for application code access bypassing any security features. CONTRACTOR warrants that at no time during the performance hereunder, including, but not limited to, migration from COUNTY’s existing business computer systems, shall the functionality or performance of COUNTY’s existing computer system be adversely affected by the Services performed by CONTRACTOR under this Agreement. 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 COUNTY under this Agreement, law, statute, rule, and/or equity.

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 a partnership or a joint venture 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 Unemployment Insurance 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. 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’ 26

Compensation, Re-employment Compensation, disability, severance pay, and retirement benefits. 7.

NON-DISCRIMINATION AND AFFIRMATIVE ACTION 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: (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 employee operating in Hennepin County’s marketplace; 3. CONTRACTOR had an average of thirty (30) or fewer fulltime/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 27

CONTRACTOR’s site(s) for the purpose of determining compliance with these requirements. AAPs must include the following elements: 1. 2. 3. 4. 5.

EEO Policy Statement; Identification of a person responsible for EEO Coordination; Harassment policy statement; Initial Workforce Analysis (Form CC399); Identification of the specific steps CONTRACTOR will take to achieve or maintain a diverse workforce and ensure nondiscrimination; 6. List of recruitment sources; and 7. A plan for dissemination of CONTRACTOR’s AAP and policy. (B2) Workforce Reports. CONTRACTOR shall: (i) submit an Initial Workforce Analysis (Form 399) to P/CS within five (5) business days after contract execution. If CONTRACTOR fails to submit the Initial Workforce Analysis as indicated herein, COUNTY may withhold payment until CONTRACTOR complies. (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.

8.

If CONTRACTOR fails to demonstrate good faith efforts to correct any identified non-discrimination and Affirmative Action deficiencies and/or fails to submit requested reports or information required by the COUNTY and/or has engaged in discriminatory practices, the COUNTY may consider this a violation of this Agreement and may exercise any remedies available to it in law or in equity, including, but not limited to, cancellation or termination of this Agreement.

INDEMNIFICATION AND INSURANCE A.

If the Software and/or any of the deliverables herein 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 28

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 and/or any of the deliverables herein, 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 and/or any of the affected deliverable(s); or (2) replace or modify the Software and/or the deliverable(s) herein to make them non-infringing without degrading its performance or utility; or (3) refund all monies paid by COUNTY to CONTRACTOR under the Agreement, for any of the Software and/or the deliverables herein 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 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 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 Products—Completed Operations Aggregate Personal and Advertising Injury Each Occurrence—Combined Bodily Injury and Property Damage

2.

$2,000,000 2,000,000 1,500,000 1,500,000

Workers’ Compensation and Employer’s Liability: Workers’ Compensation

Statutory

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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 Disease—Policy Limit Disease—Each Employee 3.

Professional Liability— Per Claim Aggregate The professional liability insurance must be maintained continuously for a period of two years after the termination of this Agreement.

500,000 500,000 500,000 1,500,000 2,000,000

D. An umbrella or excess policy over primary liability insurance coverages is an acceptable method to provide the required insurance limits. 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 COUNTY. CONTRACTOR shall not commence work until it has obtained required insurance and filed with 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 COUNTY updated certificates during the term of this Agreement as insurance policies expire. If CONTRACTOR fails to furnish proof of insurance coverages, 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 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 30

contained in this Agreement. CONTRACTOR shall also notify COUNTY whenever CONTRACTOR has a reasonable basis for believing that CONTRACTOR and/or its employees, officers, agents or subcontractors, and/or 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 PRACTICES 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 of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH), adopted as part of the American Recovery and Reinvestment Act of 2009, and implementing regulations, if applicable, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality. CONTRACTOR acknowledges and agrees that classification of data as trade secret data will be determined pursuant to applicable law and, accordingly, merely labeling data as “trade secret” does not necessarily make it so. 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 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, 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, 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 this Agreement and for six (6) years after its termination or cancellation.

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.

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12.

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 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.

MERGER AND MODIFICATION A.

It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter. 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. The express substantive legal terms contained in this Agreement including but not limited to the License, Payment Terms, Warranties, Indemnification and Insurance, Merger and Modification, Default and Cancellation or Minnesota Law Governs may not be altered, varied, modified or waived by any change order, implementation plan, scope or work, development specification or other development process or document. 32

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. 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: 2. 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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14.

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.

This Agreement may be canceled with or without cause by either party upon thirty (30) day written notice.

G.

If this Agreement expires or is cancelled or terminated, with or without cause, by either party, at any time, CONTRACTOR shall not be entitled to any payment, fees or other monies except for payments duly invoiced for then delivered and Accepted Deliverables/Milestones pursuant to the terms expressly set forth in Section 4 of this Agreement. In the event CONTRACTOR has performed work toward a Deliverable that COUNTY has not Accepted at the time of cancellation or termination, CONTRACTOR hereby expressly acknowledges and agrees that CONTRACTOR shall not be entitled to any payment for said work including but not limited to incurred costs of performance, termination expenses, profit on the work performed, other costs founded on termination for convenience theories or any other payments, fees, costs or expenses not expressly set forth herein.

SURVIVAL OF PROVISIONS Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement include but are not limited to: SERVICES TO BE PROVIDED (as to ownership of property); INDEPENDENT CONTRACTOR; INDEMNIFICATION; INSURANCE; DATA PRACTICES; RECORDSAVAILABILITY/ACCESS; DEFAULT AND CANCELLATION; PROMOTIONAL LITERATURE; and MINNESOTA LAW GOVERNS.

15.

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 successor (Contract Administrator), shall manage this Agreement on behalf of the COUNTY and serve as liaison between the COUNTY and CONTRACTOR.

16.

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.

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C.

17.

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.

SUBCONTRACTOR PAYMENT As required by Minnesota Statutes Section 471.425, Subd. 4a, 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 interest penalties from a prime contractor must be awarded its costs and disbursements, including any attorney’s fees, incurred in bringing the action.

18.

PAPER RECYCLING The COUNTY encourages CONTRACTOR to develop and implement an office paper and newsprint recycling program.

19.

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.

20.

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.

21.

PROMOTIONAL LITERATURE CONTRACTOR agrees, to the extent applicable, to abide by the current Hennepin County Communications Policy (available upon request). This obligation includes, but is not limited to, CONTRACTOR not using the term “Hennepin County” or any derivative 35

in any promotional literature, advertisements of any type or form or client lists without the express prior written consent of a COUNTY Department Director or equivalent. 22.

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 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.

23.

CHANGE ORDERS Any changes, modifications, or additions to the obligations of either party or to any other material aspect of this Agreement shall require a written change order that is mutually agreed to by an authorized representative of each party.

24.

EXHIBITS All attachments and/or exhibits which are referenced in this Agreement are incorporated into and made parts of this Agreement. List of Exhibits Exhibit A:

Scope of Services

Exhibit B:

Placeholder for the Detailed Project Plan

Exhibit C:

Hennepin County Travel Policy

Exhibit D:

Placeholder for Acceptance Testing Criteria

THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK

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COUNTY BOARD AUTHORIZATION

Reviewed by the County Attorney’s Office

COUNTY OF HENNEPIN STATE OF MINNESOTA

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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