REQUEST FOR PROPOSAL: Installation, maintenance and ongoing service of an inmate video visitation system. Pre-Proposal Conference on July 26, 2017 at 11:30 A.M. (C.S.T.), at the Chisago County Government Center, 313 N. Main Street, Room 150B, Center City, Minnesota 55012 Proposals are due by August 16, 2017 at 1:00 P.M. (C.S.T.)
INTRODUCTION/OVERVIEW The purpose of this Request for Proposal (RFP) is to solicit proposals from responsible vendors to provide installation, maintenance and service of an inmate video visitation system for Chisago County at its Public Safety Center located at 15230 Per Road, Center City, Minnesota 55012. It is anticipated that any contracts resulting from this RFP would commence on January 15, 2018, at 0001 hours Central Daylight Time. I. OVERVIEW OF PROCEDURAL TIME LINE Event Date RFP Issued June 28, 2017 Pre-Proposal Conference July 26, 2017 Deadline for Submitting a Question August 2, 2017 Proposal Due Date August 16, 2017 Completion of Proposal Evaluations August 30, 2017 Completion of Contract Negotiations Contract Approval Work Begins November 1, 2017 November 15, 2017 January 15, 2018 II. INSTRUCTIONS FOR SUBMITTING PROPOSAL The proposal must be prepared in compliance with this RFP and include the information required in the Specifications and Proposal Content. Failure to comply with all provisions of this RFP may result in the proposal being disqualified. Proposal Deadline: Proposals must be received by 1:00 P.M. CST on August 16, 2017. The Proposer must submit three (3) proposals (one complete original proposal (marked as original) plus two (2) complete copies). Any proposal received after the time stipulated will not be considered, and will be rejected or returned to the Proposer. Proposals must be sealed and clearly marked "INMATE VIDEO VISITATION SYSTEM" and addressed to: Chisago County Board of Commissioners, Chisago County Administration, Chisago County Government Center, 313 North Main Street, Room 174, Center City, Minnesota 55012. Proposals will be opened and data contained in the proposals will be disclosed in accordance with the requirements of Minn. Stat. 13.591. Trade secret data that a Proposer wishes to protect during and after the evaluation process must meet the definition and classification in Minn. Stat. 13.37. Proposers must invoke the protections of this section prior to or upon submission of the data, and identify the data and state the reasons why protection is sought. Proposers must submit proposals that are complete, thorough, and accurate. Brochures and other similar material may be attached to the proposal, but may not be used by the evaluation team in determining the extent to which the proposal is responsive or complete. Page 2
III. PRE-PROPOSAL CONFERENCE A Pre-Proposal Conference will be held at 11:30 A.M. CST on July 26, 2017, at the Chisago County Government Center, 313 N. Main Street, Room 150B, Center City, Minnesota 55012. Following the Pre-Proposal Conference, a tour of the new Public Safety Center will be conducted. IV. QUESTIONS Questions are permitted and written answers will be provided. All official answers or positions of Chisago County will be stated in writing in the form of an addendum. Questions concerning this RFP should be submitted in writing by 1:00 P.M. CST on August 2, 2017, to Chris Thoma. Please include the RFP name, page number, and section number for each question. Questions can be submitted in the following formats: A. Letter addressed to: Chris Thoma, 313 N. Main Street, Suite 100, Center City, Minnesota 55012 B. E-mail to: chris.thoma@chisagocounty.us C. Fax to: (651) 213-6341, attention Chris Thoma Phone calls will not be accepted for question submission. V. REVISIONS TO RFP Revisions or interpretations made by Chisago County will be by an addendum issued prior to the date set for the proposal opening. Any explanation desired by Proposers must be requested from the County's authorized representative in writing, and if an explanation is necessary, a reply will be made in the form of an addendum. A copy of the addendum will be forwarded to each Proposer who has received this RFP. Information obtained from an unauthorized representative, agent, or employee of Chisago County or any other person will not affect the risks or obligations assumed by the Proposer or relieve the Proposer from fulfilling any of the conditions of the resulting contract. For purposes of this RFP, the County's authorized representative is Chris Thoma. VI. DISCLAIMERS Chisago County reserves the right to withdraw this RFP at any time and for any reason, and to issue such clarifications, modifications, and/or amendments, as it may deem appropriate. Chisago County reserves the right to waive minor irregularities in proposals, provided Page 3
that such action is in the best interest of Chisago County. Any such waiver will not modify any remaining RFP requirements or excuse the Proposer from full compliance with the RFP specifications and other contract requirements if the Proposer is awarded the contract. VII. AMBIGUITY, CONFLICT, OR OTHER ERRORS IN RFP If a Proposer discovers any ambiguity, conflict, discrepancy, omission or other error in this RFP, the Proposer will immediately notify Chisago County of such error in writing and request modification or clarification of the document. Modifications will be made by issuing a revision and will be given by written notice to all parties who have received this RFP from Chisago County. The Proposer is responsible for clarifying any ambiguity, conflict, discrepancy, omission or other error in this RFP prior to submitting their proposal or it will be deemed waived. VIII. PROPOSAL AND PRESENTATION COSTS Chisago County will not be liable in any way for any costs incurred by Proposers in the preparation of their proposal in response to this RFP or for the presentation of their proposal and/or participation in any discussions or negotiations. IX. REJECTION/ACCEPTANCE OF PROPOSALS Chisago County reserves the right to accept or reject, in part or in whole, any or all proposals submitted. Chisago County will reject the proposal of any Proposer who is determined to be non-responsive. All proposals properly submitted will be accepted by Chisago County. However, the County reserves the right to request clarifications or corrections to proposals. The County's request for clarification or correction will be in writing. X. CONTRACT DEVELOPMENT Chisago County reserves the right to negotiate further with one or more Proposer. The content of the RFP and the successful Proposer's proposal will become an integral part of the contract, but may be modified by the provisions of the contract. By submission of proposals pursuant to this RFP, Proposers acknowledge that they are amenable to the inclusion in a contract any information provided either in response to this RFP or subsequently during the selection process. The successful Proposer agrees to obtain and maintain during the term of the contract resulting from this RFP the insurance coverage as required in Exhibit A, which is attached hereto. Proof of such insurance will be shown in successful Proposer's Certificate of Insurance. Page 4
The contracts resulting from this RFP will be subject to the terms and conditions as provided in the sample Agreement form which is attached hereto as Exhibit B. In the proposal, the Proposer must acknowledge their agreement with these terms and conditions. XI. EVALUATION CRITERIA The following evaluation criteria (not necessarily listed in priority order), will be used in making a selection for installation, maintenance and service of an inmate video visitation system: A. Years of experience in the field B. Experience with the type of project specified in the RFP C. Proven capacity to deliver the project requirements in a timely and budget conscious manner D. Sample work product, written reports, or other materials pertinent to the requested services E. Fee and commission schedule proposal for the project F. Ability to meet specifications XII. SPECIFICATIONS The selected qualified Proposer shall be required to provide, under contract and at no cost to the County: A. Required Services 1. The installation and maintenance of fifteen (15) tamper-resistant correctional grade video visitation kiosks in the inmate housing unit dayrooms and sub dayrooms. 2. The installation and maintenance of five (5) video visitation kiosks in the public lobby. 3. Visitation from kiosks in the lobby at no cost to the public or the inmate 4. Lobby kiosks with the capability to be non-recorded for attorney visits 5. Maintain recorded visits for a minimum of 90 days on a redundant system. 6. The ability to interface with the selected commissary vendor s software 7. Remote visiting capabilities for the public to visit with an inmate via computer or handheld device. 8. Both the inmate and the visitor on each call must accept a Rules of Conduct notice. This includes both onsite and remote visits. Page 5
9. The ability to restrict or suspend visitation privileges based on violation of Rules of Conduct. 10. The ability to set a limit on number of visits per day, per inmate. 11. The ability to set a limit on the length of time allotted for each visit. 12. The ability for staff to view live and recorded video visits. 13. Provide notification of a pending visit to the specific inmate on the housing unit video visitation kiosk. 14. Technical support within 2 hours of notice given. 15. Provide service on Proposer installed equipment and networks within 12 hours of notice given with restoration to full operation within 24 hours of notice given 16. Provide a 24-hour toll-free help line, ticket system, or equivalent for staff 17. Provide a toll-free help line for the inmate population 18. Provide a toll-free help line, ticket system or equivalent for the public 19. Video visitation may not be initiated from the housing unit kiosks 20. All network requirements including, but not limited to, internet and telephone line access separate from County networks. 21. All hardware for the Proposer s system must be mountable in a Lowel rack model number LER- 4432 measuring 32 D X 23.06. Proposer will have 20U of space allocated for hardware. 22. Provide a minimum of 2 hours of onsite training to each County jail staff member on video visitation operations and software prior to inmates arriving at the facility. Training times must be scheduled on at least two separate days and on both the day and afternoon shift. 23. A monthly report submitted to the Sheriff s Office detailing total revenue generated and commission paid to the County. B. Preferred Services Includes everything in Required Services, plus: 1. A visit countdown or expiration timer 2. Proposer provides constant, live-feed monitoring of video visits during operating visiting hours 3. The ability to maintain select recorded visits for a minimum of 365 days on a redundant system. PLEASE NOTE: ALL Proposer employees and its subcontractors entering secure areas of Chisago County facilities shall have successfully passed the Minnesota Bureau of Criminal Apprehension vendor background check process prior to entry. There are NO exceptions to this requirement. XIII. PROPOSAL CONTENT Each Proposer will include in its proposal the items listed below. Each section should be clearly labeled, with pages numbered and separated by tabs. Failure by a Proposer to include all listed items may result in the proposal being rejected. Page 6
A. Company Information: Each Proposer will include in its proposal the complete name of the company, the company s address, and the name, title, address, and telephone number of the designated person in the company who is authorized to respond to any questions that the County may have concerning this RFP, as in Exhibit C. Each Proposer will submit an outline detailing the entities experience, the experience of key team members along with a complete list of potential subcontractors that will be used for installation and maintenance. Proposer will also submit a statement of approach and rationale for the use of subcontractors. B. Fees: Each Proposer shall include a fee proposal for this project, which shall include a detailed itemization of fees charged to inmates for services. Proposer shall provide a commission fee schedule detailing commissions paid to the County for all services charged to the inmate population. C. Timeline: Each Proposer will submit a sample project timeline for installation and training. D. References: Each Proposer will submit, at a minimum, two references of facilities that the Proposer provides the same or similar service as required by this RFP, as in Exhibit D. Included should be the name of the facility, a short description of the contracted services, and the name, address, and telephone number of the contact person for that reference. E. Addenda: Each Proposer will acknowledge receipt of any addenda that the County may issue. F. Insurance: Each Proposer must include in its proposal a Certificate of Insurance that fully conforms to the required insurance or specific exceptions to the insurance required by this RFP. See Exhibit A. G. Contract Terms: Attached to this RFP as shown in Exhibit B, is a sample contract form. Each Proposer will include in its proposal a statement that it can comply with the terms in the contract and/or note specific exceptions to the terms. Page 7
EXHIBIT A INSURANCE REQUIREMENTS Proposers/Contractors will procure and maintain for the duration of the contract, insurance coverage for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Proposer/Contractor, their agents, representatives, employees or sub-contractor. 1. Minimum Scope of Insurance: Coverage will be at least as broad as follows: 1.1 Insurance Services Office (ISO) Commercial General Liability coverage and will cover liability arising from premises, operations, independent Proposers, products-completed operations, personal injury, advertising, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). 1.2 Workers' Compensation as required by the State of Minnesota, and Employer's Liability insurance. 2. Minimum Limits of Insurance: Proposer/ Contractor will maintain NO LESS THAN: 2.1 Commercial General Liability (CGL) and if necessary, Commercial Umbrella Liability: $500,000 per occurrence and $1,500,000 aggregate. If Commercial General Liability insurance contains a general aggregate limit, it will apply separately to this project/location, or the general aggregate limit will be twice the required occurrence limit. Employers Liability: as required by the State of Minnesota 3. Deductibles and Self-Insured Retention Any deductibles or self-insured retention must be declared to and approved by the County. At the option of the County, either: the insurer will reduce or eliminate such deductibles or self-insured retention as respects Chisago County, agents, officers, directors, and employees; or the Proposer/Contractor will procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses; or the Proposer/Contractor will provide County-requested financial statements for the purpose of verifying financial solvency, and acceptance of deductibles or self-insured retention based on this verification. 4. Other Insurance Provisions 4.1. The General Liability policy is to contain, or be endorsed to contain, the following provision: A. Chisago County, its agents, officers, directors, and employees are to be covered as an additional insured for all liability coverages using ISO additional insured endorsement or substitute providing equivalent coverage. B. The General Liability policy will apply as primary insurance with respect Page 8
to any other insurance or self-insurance program maintained by the County. C. The County's insurance will be in excess of the Proposer's insurance and will not contribute to it. D. The Proposer's coverage will contain no special limitations on the scope of protection afforded to the County, its agents, officers, directors, and employees. 4.2 Any failure to comply with reporting provisions of the policies will not affect coverage provided to the County, its officers, officials, employees or volunteers. 4.3 Each insurance policy required by this clause will be endorsed to state that coverage will not be suspended, voided, or canceled by either party, reduced in coverage or in limits, or non-renewed, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the County. 4.4 The Proposer will include all sub-contractors as insureds under its policies or furnish separate certificates and endorsements for each sub-contractor where applicable. All coverage for sub-contractors will be subject to all of the requirements stated herein. 4.5 Each insurance policy will include an endorsement that waives any claim or right in the nature of subrogation to recover against the County, its agents, officers, directors, and employees. 5. Verification of Coverage Proposer will furnish the County with certificates of insurance and original endorsements effecting coverage required by this clause. The certificate attached to this contract should be signed by a person authorized by that insurer to bind coverage on its behalf. A certificate other than the one attached may be used if coverages and endorsements match or exceed the coverages identified on the attached certificate. All certificates and endorsements are to be received and approved by the County before work commences. The County reserves the right to require complete, certified copies of all required insurance policies and endorsements at any time. Page 9
EXHIBIT B SAMPLE CONTRACT AGREEMENT SERVICES CONTRACT Chisago County Contract No. THIS CONTRACT, and amendments and supplements thereto, is between the County of Chisago (hereinafter County), and [INSERT CONTRACTOR S LEGAL NAME AND FULL ADDRESS] an independent contractor, not an employee of the County of Chisago (hereinafter CONTRACTOR). WHEREAS, County, pursuant to Minnesota Statutes Chapter 373.01, is empowered to procure from time to time certain services, and WHEREAS, County is in need of services [INSERT SPECIFIC SERVICES CONTRACTOR WILL BE PROVIDING IN SUMMARY FORM], and WHEREAS, the CONTRACTOR represents it is duly qualified and willing to perform the services set forth in this contract, NOW, THEREFORE, it is agreed: I. TERM OF CONTRACT. This contract shall be effective on [INSERT FULL DATE (e.g., January 29, 2005)] or upon the date the final required signature is obtained by County, whichever occurs later, and shall remain in effect until [INSERT FULL DATE (e.g., June 30, 2005)] or until all obligations set forth in this contract have been satisfactorily fulfilled, whichever occurs first. The CONTRACTOR understands that no work should begin under this contract until all required signatures have been obtained and the CONTRACTOR is notified to begin work by County s authorized representative. II. CONTRACTOR S DUTIES. The CONTRACTOR will: [INSERT SUFFICIENT DETAIL SO THAT CONTRACTOR CAN BE HELD ACCOUNTABLE FOR THIS WORK. ATTACH ADDITIONAL PAGE(S) IF NECESSARY AND LABEL AS ATTACHMENT X.] III. CONSIDERATION AND TERMS OF PAYMENT. A. Consideration for all services performed and goods or materials supplied by the CONTRACTOR pursuant to this contract shall be paid by County as follows: 1. Compensation of [INSERT DOLLAR AMOUNT IN WORDS AND NUMBERS AND NUMBER OF HOURS, e.g, Fifty and 00/100 Dollars ($50.00) for eighty (80) hours)] 2. The total obligation of County for all compensation and reimbursement to the CONTRACTOR shall not exceed [INSERT DOLLAR AMOUNT IN WORDS AND NUMBERS, e.g. Four Thousand One Hundred Twenty and 00/100 Dollars ($4,120.00).] B. Terms of Payment. 1 Rev. 6/2014
Payment shall be made by County promptly after the CONTRACTOR S presentation of invoices for services performed and acceptance of such services by County s authorized representative. All services provided by the CONTRACTOR pursuant to this contract shall be performed to the satisfaction of County, as determined at the sole discretion of its authorized representative, and in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. The CONTRACTOR shall not receive payment for work found by County to be unsatisfactory or performed in violation of any applicable federal, state or local law, ordinance, rule or regulation. Invoices shall be presented by CONTRACTOR according to the following schedule: [USE TERMS OR PHRASES SUCH AS WEEKLY, MONTHLY OR WITHIN CALENDAR DAYS FOLLOWING COMPLETION OF SERVICES OR IF THERE ARE SPECIFIC DELIVERABLES, PHASES, TASKS, LIST HOW MUCH WILL BE PAID FOR EACH.] IV. AUTHORIZED REPRESENTATIVES. All official notifications, including but not limited to, cancellation of this contract must be sent to the other party s authorized representative. A. County s authorized representative for the purpose of administration of this contract is: Name: Address: Telephone: E-Mail: Fax: B. The CONTRACTOR S authorized representative for the purpose of administration of this contract is: Name: Address: Telephone: E-Mail: Fax: V. CANCELLATION AND TERMINATION. A. This contract may be canceled by County at any time, with or without cause, upon thirty (30) days written notice to the CONTRACTOR. In the event of such a cancellation, the CONTRACTOR shall be entitled to payment, determined on a pro rata basis, for work or services satisfactorily performed. B. Termination for Insufficient Funding. County may immediately terminate this contract if it does not obtain funding from the Minnesota Legislature or other funding source, or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the CONTRACTOR within a reasonable time of County receiving notice that sufficient funding is not available. County is not obligated to pay for any services that are provided after notice and effective date of 2 Rev. 6/2014
termination. However, the CONTRACTOR will be entitled to payment, determined on a pro rata basis, for work or services satisfactorily performed to the extent that funds are available. County will not be assessed any penalty if the contract is terminated because of the decision of the Minnesota Legislature or other funding source not to appropriate funds. VI. VII. ASSIGNMENT. The CONTRACTOR shall neither assign or transfer any rights or obligations under this contract without the prior written consent of County. LIABILITY. The CONTRACTOR shall indemnify, save, and hold County, its representatives and employees harmless from any and all claims or causes of action, including all attorneys fees incurred by County, arising from the negligent performance of this contract by the CONTRACTOR or CONTRACTOR S agents or employees. This clause shall not be construed to bar any legal remedies the CONTRACTOR may have for County s failure to fulfill its obligations pursuant to this contract. It is understood and agreed that the County s liability shall be limited by the provision of Minn. Stat. Ch. 466 (Tort Liability, Political Subdivisions) or other applicable law. VIII. INSURANCE. A. Workers Compensation. Contractor certifies that it is in compliance with Minn. Stat. 176.181, subd. 2, pertaining to workers compensation insurance coverage. The Contractor s employees and agents will not be considered County employees. The contractor certifies it is in compliance with Minnesota Statute 176.181, Subd. 2 pertaining to workers compensation insurance coverage. The CONTRACTOR S employees and agents will not be considered County employees. Any claims that may arise under the Minnesota Workers Compensation Act on behalf of these employees or agents and any claims made by any third party as a consequence of any act or omission on the part of these employees or agents are in no way County s obligation or responsibility. B. General Liability Insurance. Contractor is required to maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease, death, and for care and loss of services as well as from claims for property damage, including loss of use which may arise from operations under the Contract whether the operations are by the Contractor or by a subcontractor or by anyone directly or indirectly employed by the Contractor under the contract. Insurance minimum limits are as follows: $500,000 per claim $1,500,000 per occurrence $1,500,000 annual aggregate C. Professional/Technical, Errors and Omissions and/or Miscellaneous Liability Insurance. Contractor shall provide coverage for all claims Contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error or omission related to Contractor s professional services performed under this contract. Unless otherwise specified within this Contract, Contractor s professional liability insurance minimum limits shall be as follows: 3 Rev. 6/2014
$1,500,000.00 per claim $1,500,000.00 annual aggregate Any deductible will be the sole responsibility of Contractor and may not exceed $50,000 without the written approval of County. If Contractor desires authority from County to have a higher deductible amount, Contractor must submit a request, in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current financial statements acceptable to County so that County can ascertain Contractor s ability to cover the deductible from its own resources. County will treat such financial statements as non-public data to the extent permitted by the Minnesota Government Data Practices Act. The retroactive or prior acts date of coverage must not be after the effective date of this contract. Contractor must maintain such coverage for a period of at least three years following the completion of work. If such insurance is discontinued, then extended reporting period coverage must be obtained by Contractor to fulfill this requirement. IX. PUBLICITY. Any publicity given to the program, publications, or services provided resulting from this contract, including, but not limited to, notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the CONTRACTOR or its employees individually or jointly with others, or any subcontractors shall identify County as the sponsoring agency and shall not be released prior to receiving the approval of County s authorized representative. X. MINNESOTA STATUTE 181.59. The Contractor will comply with the provisions of Minnesota Statute 181.59 which require: Every contract for or on behalf of the State of Minnesota, or any county, city, town, township, school, school district, or any other district in the state, for materials, supplies, or construction shall contain provisions by which the contractor agrees: (1) that, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material supplier, or vendor, shall, by reason or race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; (2) that no contractor, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent, the person or persons from the performance of work under any contract on account of race, creed, or color; (3) that a violation of this section is a misdemeanor; and (4) that this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. XI. GOVERNMENT DATA PRACTICES ACT. The CONTRACTOR and County must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by County in accordance with this contract, and as it applies to all data, 4 Rev. 6/2014
created, collected, received, stored, used, maintained, or disseminated by the CONTRACTOR in accordance with this contract. The civil remedies of Minnesota Statute 13.08 apply to the release of the data referred to in this clause by either the CONTRACTOR or County. In the event the CONTRACTOR receives a request to release the data referred to in this clause, the CONTRACTOR must immediately notify County. County will give the CONTRACTOR instructions concerning the release of the data to the requesting party before the data is released. XII. OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. A. County shall own all rights, title and interest in all of the materials conceived or created by the CONTRACTOR, or its employees or subcontractors, either individually or jointly with others and which arise out of the performance of this contract, created and paid for under this contract, including any inventions, reports, studies, designs, drawings, specifications, notes, documents, software and documentation, computer based training modules, electronically, magnetically or digitally recorded material, and other work in whatever form (hereinafter MATERIALS). The CONTRACTOR hereby assigns to County all rights, title and interest to the MATERIALS. The CONTRACTOR shall, upon request of County, execute all papers and perform all other acts necessary to assist County to obtain and register copyrights, patents or other forms of protection provided by law for the MATERIALS. The MATERIALS created under this contract by the CONTRACTOR, its employees or subcontractors, individually or jointly with others, shall be considered works made for hire as defined by the United States Copyright Act. All of the MATERIALS, whether in paper, electronic, or other form, shall be remitted to County by the CONTRACTOR, its employees and any subcontractors, and the CONTRACTOR shall not copy, reproduce, allow or cause to have the MATERIALS copied, reproduced or used for any purpose other than performance of the CONTRACTOR S obligations under this contract without the prior written consent of County s authorized representative. B. The CONTRACTOR represents and warrants that MATERIALS produced or used under this contract do not and will not infringe upon any intellectual property rights of another, including, but not limited to, patents, copyrights, trade secrets, trade names, and service marks and names. The CONTRACTOR shall indemnify and defend, to the extent permitted by the Attorney General, County at the CONTRACTOR S expense from any action or claim brought against County to the extent that it is based on a claim that all or part of the MATERIALS infringe upon the intellectual property rights of another. The CONTRACTOR shall be responsible for payment of any and all such claims, demands, obligations, liabilities, costs and damages, including, but not limited to, reasonable attorney fees arising out of this contract, amendments and supplements thereto, which are attributable to such claims or actions. If such a claim or action arises, or in the CONTRACTOR S or County s opinion is likely to arise, the CONTRACTOR shall, at County s discretion, either procure for County the right or license to continue using the MATERIALS at issue or replace or modify the allegedly infringing MATERIALS. This remedy shall be in addition to and shall not be exclusive to other remedies provided by law. 5 Rev. 6/2014
XIII. ANTITRUST. The CONTRACTOR hereby assigns to the County of Chisago any and all claims for overcharges as to goods or services provided in connection with this contract resulting from antitrust violations which arise under the antitrust laws of the United States or the antitrust laws of the State of Minnesota. XIV. JURISDICTION AND VENUE. This contract, and amendments and supplements thereto, shall be governed by the laws of the State of Minnesota. Venue for all legal proceedings arising out of this contract, or breach thereof, shall be in the state or federal court with competent jurisdiction in Chisago County, Minnesota. XV. AMENDMENTS. Any amendments to this contract shall be in writing and shall be executed by the same parties who executed the original contract, or their successors in office. XVI. STATE AUDITS. The books, records, documents, and accounting procedures and practices of the CONTRACTOR relevant to this contract shall be subject to examination by County and the Legislative Auditor for a minimum of six (6) years from the end of the contract. XVII. SUBCONTRACTING AND ASSIGNMENT: CONTRACTOR shall not enter into any subcontract for performance of any services contemplated under this agreement, nor assign any interest in the agreement without the prior written approval of the County. Any assignment may be made subject to such conditions and provisions as the County may impose. If specifically authorized by the County, CONTRACTOR is responsible for the performance of all subcontractors and shall compensate said subcontractors pursuant to the requirements of Minnesota Statute 471.425. XVIII. SURVIVAL OF TERMS. The following clauses survive the expiration, cancellation or termination of this contract: VII., Liability; IX., Publicity; XI., Government Data Practices Act; XII., Ownership Of Materials and Intellectual Property Rights; XIV., Jurisdiction and Venue; and XVI., State Audits. [DELETE CLAUSE XVIII. BELOW IF THE TOTAL CONTRACT VALUE IS UNDER $100,000.00 AND RENUMBER REMAINING CLAUSE IF APPLICABLE.] XVIII. AFFIRMATIVE ACTION REQUIREMENTS FOR CONTRACTS IN EXCESS OF $100,000.00 AND THE CONTRACTOR HAS MORE THAN 40 FULL-TIME EMPLOYEES IN MINNESOTA OR ITS PRINCIPAL PLACE OF BUSINESS. 6 Rev. 6/2014
County intends to carry out its responsibility for requiring affirmative action by its CONTRACTORS. A. Covered Contracts and Contractors. If the contract exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00) and the CONTRACTOR employed more than forty (40) full-time employees on a single working day during the previous twelve (12) months in Minnesota or in the state where it has its principle place of business, then the CONTRACTOR must comply with the requirements of Minnesota Statute 363A.36 and Minnesota R. Parts 5000.3400-5000.3600. A CONTRACTOR covered by Minnesota Statute 363A.36 because it employed more than forty (40) full-time employees in another state and the CONTRACTOR does not have a Certificate of Compliance, said CONTRACTOR must certify that it is in compliance with federal affirmative action requirements. B. Minnesota Statute 363A.36. Minnesota Statute 363A.36 requires CONTRACTOR to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights (hereinafter COMMISSIONER) as indicated by a certificate of compliance. The law addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. C. Minnesota R. 5000.3400-5000.3600. 1. General. Minnesota R. 5000.3400-5000.3600 implement Minnesota Statute 363A.36. These rules include, but are not limited to: criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minnesota R. 5000.3400-5000.3600, including, but not limited to, parts 5000.3420-5000.3500 and 5000.3552-5000.3559. 2. Disabled Workers. The CONTRACTOR must comply with the following affirmative action requirements for disabled workers. (a) The CONTRACTOR must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The CONTRACTOR agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, 7 Rev. 6/2014
demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The CONTRACTOR agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the CONTRACTOR'S noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minnesota Statute 363A.36, and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Commissioner of the Minnesota Department of Human Rights. Such notices must state the CONTRACTOR'S obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The CONTRACTOR must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the CONTRACTOR is bound by the terms of Minnesota Statute 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. 3. Consequences. The consequences for the CONTRACTOR S failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the COMMISSIONER, refusal by the COMMISSIONER to approve subsequent plans, and termination of all or part of this contract by the COMMISSIONER or County. 4. Certification. The CONTRACTOR hereby certifies it is in compliance with the requirements of Minnesota Statute 363A.36 and Minnesota R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. XIX. PREVAILING WAGE Pursuant to Minnesota Statutes 177.41 to 177.44 and corresponding Minnesota Rules 5200.1000 to 5200.1120, this contract is subject to the prevailing wages as established by the Minnesota Department of Labor and Industry. Specifically, all contractors and subcontractors must pay all laborers and mechanics the established prevailing wages for 8 Rev. 6/2014
work performed under the contract. Failure to comply with the aforementioned may result in civil or criminal penalties. [DELETE CLAUSE XIX IF MINNESOTA STATUTES 177.41 TO 177.44 DOES NOT APPLY TO THE CONTRACT.] XX. OTHER PROVISIONS [DELETE CLAUSE XX IF THERE ARE NO ADDITIONAL PROVISIONS TO THE CONTRACT.] [ATTACH ADDITIONAL PAGE(S) IF NECESSARY.] 9 Rev. 6/2014