REQUEST FOR PROPOSALS (RFP) Carver County HRIS/Payroll Implementation Project

Transcription

1 REQUEST FOR PROPOSALS (RFP) Carver County HRIS/Payroll Implementation Project Issued by Carver County Employee Relations May 4, 2015

2 Table of Contents 1. Introduction Goals and Background Scope of Work and Product Functionality Evaluation of Proposals Vendor Qualification and Obligation Documents to be Submitted Submission Format and Delivery Requirements Carver County HRIS/Payroll Implementation Project, May of 19

3 1. Introduction 1.1. Overview Carver County ( the county ), has issued this Request for Proposal (RFP) in order to select and contract with a company ( vendor ) to implement an HRIS/Payroll system. This RFP does not obligate the county to award a contract or complete the project and the county reserves the right to cancel the solicitation if it is considered to be in its best interest About Carver County The county is located approximately 30 miles west of Minneapolis, MN and encompasses an area of approximately 357 square miles. It contains 11 cities (Carver, Chanhassen, Chaska, Cologne, Hamburg, Mayer, New Germany, Norwood Young America, Victoria, Waconia and Watertown) and 10 townships. Part of the sevencounty Twin Cities Metropolitan Area, the county remains a blend of suburban and rural populations. The western portion of the county is rural and agriculture-based and the eastern side of the county is comprised of rapidly growing suburbs. The 2013 population estimate for Carver County is 95,562 according to the U.S. Census estimates. The Metropolitan Council s most recent population forecasts estimates the county s population will be 151,720 in The county s organizational structure consists of the Board of Commissioners, the County Administrator and 10 Divisions as well as several separate agencies such as the Community Development Agency, Historical Society, Soil and Water Conservation District and Court Administration. The five commissioners as well as the Sheriff and Attorney are elected while the County Administrator is appointed by the board. The county has approximately 800 full and part time employees Project Timeline RFP Release Date... May 4, 2015 Written Questions Due... May 11, 2015 by 2:00 PM Response to Vendor Questions... May 14, 2015 Proposal Deadline... May 22, 2015 by 2:00 PM Completion of Proposal Evaluations... June 10, 2015 Presentations by Selected Vendors... June 22-24, 2015 Final Selection anticipated by... July 24, 2015 Anticipated Go Live (to complete 2017 Open Enrollment)... October, 2016 Carver County HRIS/Payroll Implementation Project, May of 19

4 1.4. Carver County Contact Information This RFP is issued by Carver County, 600 East 4 th Street, Chaska, MN The point of contact for all questions or requests for additional information is: Celia Gust Carver County, Minnesota Project Manager 604 East 4 th Street Chaska, MN cgust@co.carver.mn.us All contact with personnel employed by the county except for the contact person named above with respect to this RFP shall be prohibited. Improper contact may constitute grounds for rejection of your proposal RFP Inquiries All inquiries regarding this RFP including requests for additional information or clarification and proposed modifications or amendments to the RFP must be submitted via in accordance with 1.4 above. All inquiries must be received no later than 2:00 p.m. on May 11, 2015 and must be labeled Carver County HRIS/Payroll Implementation Project. Each inquiry must include the inquirer s name, company name, telephone number and address. Each inquiry should begin by referencing the RFP page number and section to which it relates. The county will attempt to provide any assistance or additional information of a reasonable nature that may be requested by interested vendors. Telephone calls will not be accepted regarding this RFP. Inquiries received after the May 11 th, 2:00 p.m. deadline will not be considered. All inquiries received before the deadline will be compiled. Responses to inquiries will be posted on the county s RFP website, located at Terms of Service The county wishes to engage a vendor for the duration of this project and for any needed on-going maintenance services whether the final solution be vendor hosted, SaaS or server based Carver County hosted. Specific deliverables related to the scope of work for this project will be included in the final agreement. Carver County HRIS/Payroll Implementation Project, May of 19

5 2. Goals and Background 2.1. Project Goals The primary objectives of the county HRIS/Payroll project are as follows: Implement an HRIS/Payroll system for the County Employee Relations and Finance Departments that provide a single source location for employee data. Work Functions Included: HRIS Benefits* Employee Reporting Employee Self-Serve* Employment History Performance Management Position Control Seniority Tracking Staffing Time Tracking* Training/Certification Tracking Wellness Workers Compensation Leave Management *Function used by both HR and Payroll Payroll Benefits* Budgeting Direct Deposit Employee Self-Serve* Financial Reporting (W-2) Pay Checks Payroll Reporting Time Tracking* Provide Department supervisors and managers immediate access to employee data as determined by role based security models. Provide integrations/interfaces to other systems as described within this document. Implement a robust reporting system that enables departmental staff to complete ad hoc reports and data queries without IT or vendor intervention. Capability to implement workflows as appropriate to streamline work processes and communications. The proposed solution can be hosted by the vendor, SaaS or server-based on premises at Carver County. If one method is recommended over others, provide and explanation as to why Goals of the Vendor Partnership Conduct limited research and analysis to inform the implementation of the new HRIS/Payroll system. Assist in any configuration or customization during the implementation process. Provide a plan for data migration and complete the required data migration. Create a detailed schedule of implementation to be approved by the county. Provide a training plan for all users of the new system. Provide an itemized budget reflecting each step in the process. Vendors must agree to keep the quoted pricing in their proposals for ninety (90) days following Carver County HRIS/Payroll Implementation Project, May of 19

6 the submission deadline set forth in this RFP Current Environment at Carver County The existing Payroll system is in DB2/400. Employee Relations activities are completed using a variety of disconnected systems including Excel and Access. Employment history is most reliable when based on original paper documents. Carver County utilizes VMWare, Windows and SQL2012 in a virtual server environment. 3. Scope of Work and Product Functionality Preference will be given to vendors able to meet Carver County local government HRIS/Payroll requirements, with special attention given to vendors breadth of experience, references, years of experience and expertise of staff System Requirements See attached spreadsheet for detailed requirements Additional Options Although the county has these specific requirements, it is also interested in your ideas for the approach of redesigning the process of the county s HRIS/Payroll system. We encourage respondents to consider and propose alternative solutions and recommendations. We are particularly interested in specific HRIS/Payroll functionality that your company may have already developed and deployed in other county or city settings. 4. Evaluation of Proposals 4.1. Evaluation of Submitted Proposals The county intends to conduct a comprehensive, fair and impartial evaluation of proposals received in response to this RFP. All proposals that are properly submitted will be evaluated by the Evaluation Committee which will make recommendations for the award Evaluation Criteria The attached requirements list along with responses to the questions in this document will be used to evaluate each vendor s initial proposal. A contract will be awarded to the vendor that best satisfies the overall requirements of the RFP Evaluation Proposals will be distributed to the members of the Evaluation Committee for evaluation utilizing the criteria set forth above. Carver County HRIS/Payroll Implementation Project, May of 19

7 4.4. Interviews and Demonstrations Following the evaluation of submissions, no less than two of the highest scoring vendors will be invited to a half-day demonstration and interview with the Evaluation Committee at the Carver County Government Center. The county may contact a vendor to clarify a substantive question, so as to ensure full understanding of the submission in advance of the interview process. The County has set aside time for this purpose on June 22-24, Recommendation for Award After the interviews have been conducted, the Evaluation Committee shall recommend to the Employee Relations Director the Successful Vendor, based on the outcome of the interview process. The Employee Relations Director reserves the right to make an award, not to make an award or to cancel this RFP either before or after the date of the RFP response deadline Contract Discussions Upon approval by the Employee Relations Director, the county shall enter into contract discussions with the Successful Vendor. If the terms and conditions of a contract cannot be successfully established within a reasonable amount of time (as determined by the county), then contract discussions will be terminated and contract discussions with the next highest ranking Vendor will commence. Negotiations shall continue at the sole option of the county until a contract is signed and approved by the Board of Commissioners or all proposals are rejected and the RFP is withdrawn Notice of Award All vendors submitting a response to this RFP will be notified in writing of the award of a contract if and when an award is made. If no award is made, all vendors will be notified accordingly. For the purposes of this RFP, an award shall be deemed to have been made upon the completion of contract negotiations and Board approval. 5. Vendor Qualification and Obligation Documents to be Submitted All questions contained in this RFP must be answered. Failure by a vendor to answer all questions may result in the proposal being rejected. Vendor must submit the following information to be considered (include the corresponding item number with each response): 5.1. Executive Summary Summarize on one page or less the key products and services you are proposing. Explain which RFP requirements these products are intended to meet and the benefits to the county if we use these products and services. Carver County HRIS/Payroll Implementation Project, May of 19

8 5.2. Product Overview Provide a brief overview of your product offerings. How do you differentiate yourself from your competition? Who are your product partners? How do you stay current with changes in human resources? What enhancements are planned for your product over the next three years? Please specify the name and version of the HRIS/payroll system considered in this RFP Corporate Profile Company name and address. Year founded. How many employees in your company are: Full-time: Part-time: Contract: Are you a Public or private company? Provide a brief overview of your firm s history and philosophy. What is your primary business focus? For how many years has the system you are offering been released? How many HRIS and/or payroll clients do you have? What is the average employee count of your customers? Where is the vendor s closest customer service/sales office in relation to Chaska, MN? Where is the vendor company s headquarters located? Describe how your company s office location will inhibit or enhance your ability to successfully complete the county s HRIS/Payroll project and the solutions to any location obstacles. Specify the number of public sector vs. private sector clients. Indicate if the company incurred an annual operating loss in the last 5 years. Has the company had a workforce reduction during the past 5 years? During the week of June 22 nd can the vendor commit to being available for an onsite demonstration? 5.4. Financial What is your company s annual sales/revenue? How do you recognize revenue? What percentage of your organization s revenue come from HRIS/payroll customers? What percentage of your organization s revenue do you invest in Research and Development (R&D)? What percentage of R&D is specific to your HRIS/payroll product? Carver County HRIS/Payroll Implementation Project, May of 19

9 5.5. Vendor System Information List the minimum required hardware and software configuration the county will need to support your solution in our environment. Include this information and any associate diagrams as Attachment A in your response. If recommending a hosted solution, describe your hardware and software configuration as Attachment A. Describe the architecture, languages and tools used to develop your proposed solution. Provide details on the licensing requirements such as enterprise, site or limited number of users and a copy of software license agreements as Attachment B in your response Client References Three client references should be included in your proposal, including a current contact name, organization name, phone number and Services and Implementation Provide an in-depth list of your firm s capabilities. Explain your firm s experience in developing HRIS/Payroll Systems. What uniquely distinguishes your offering from your competitors? Describe your experience in implementing public sector market solutions. Describe your implementation approach, project management tools and methodologies for the proposed solution. Submit a detailed implementation plan which will address requirements, customizations, data migration, implementation schedule, delivery milestones and responsibilities for each party as Attachment C in your response Project Team The success of the implementation depends on several factors including experienced project management and a well-planned implementation process. The selected vendor must provide an experienced project manager to lead the project. Define the process, project management and team structure that would execute this type of solution. Define and describe the team members that would execute this project for the county. How does your company manage or mitigate client changes throughout the life of a project? 5.9. Documentation Provide a list of the technical documentation that will be provided prior to the conclusion of the project. How often is documentation updated? Is online assistance available with your system? Carver County HRIS/Payroll Implementation Project, May of 19

10 5.10. Training Describe the training that accompanies the system implementation. What types of training materials are provided? Do you offer on-site training? Describe the virtual training options available. Do you have a training facility in the Minneapolis/St. Paul, MN area? If not, where is your closest training facility? Do you offer train-the-trainer classes? Describe your training staff s qualifications and experience Software Support and Maintenance Describe the software support/maintenance programs available. Does the maintenance program include all future software upgrades? Do you have a 24/7 help desk? If not, what are your help desk hours? Where is it located? Is it staffed by your own employees or is it a third-party facility? Briefly discuss technical support staffing numbers, staff experience, etc. Describe your service call escalation policy. What are recommended client staffing requirements for ongoing support of the proposed solution? Discuss in terms of full-time equivalents (FTEs) Warranty Describe the warranty offered with your proposed solution. Do the same support commitments apply during the warranty period as during the maintenance contract period? Costs The county prefers a firm quote on the full HRIS/Payroll project. Given that statement, we also want to insure a competitive bid from each potential vendor. If your firm prefers to provide a firm quotation covering only certain parts, insure that each part is fully and clearly described and is denoted as a firm or budgetary quotation. At minimum, it is required that each vendor provides a budgetary proposal for the full scope of the work described in this RFP. Provide detailed pricing information for the proposed solution. Include list prices and discounted prices. Only include licenses as required for the different roles of users (administrator, view only, etc.). Provide a cost summary as detailed in the first tab of the attached spreadsheet Ongoing Costs Annual License Fee Annual Hosting Fee, if your proposed solution includes a hosted option. Include future fee schedule to year 5 Hourly Rates for custom development Other ongoing costs Carver County HRIS/Payroll Implementation Project, May of 19

11 5.15. Optional Costs Provide a brief description and cost associated with options provided under Section Collaborative Pricing Carver County continually seeks opportunities to work with other local government entities for efficient, effective services. The software systems for HRIS/Payroll should have the ability to provide multiple tenancies to allow other government entities i.e. other counties or cities to collaborate with this effort should it be determined in the future. Members of other counties, in agreement with Carver County, may make purchases under this contract by entering and executing their own separate purchasing document with the successful contractor Pending Litigation Vendors must list and summarize all pending or threatened litigation, administrative or regulatory proceedings or similar matters. The Successful Vendor shall have a continuing obligation to disclose any such actions during the period of this RFP process and any contract resulting from this RFP. 6. Submission Format and Delivery Requirements 6.1. Proposal Response Requirements The vendor s original proposal in electronic format must be delivered via by the deadline of May 22, 2015 at 2:00PM. All proposals must be labeled in the subject line of the Carver County HRIS/Payroll Project. to: Celia Gust, Information Technology cgust@co.carver.mn.us Faxed or paper proposals will not be accepted. Received proposals will be counted as accepted based on the automatic system receipt date. A paper copy may be requested during the evaluation phase at the County s discretion. Proposals will not be considered to be complete if any part of the attached spreadsheet is left incomplete or if the attached pricing grid in section 5.13 is not complete Acceptance or Rejection of Submissions The county reserves the right to reject any or all proposals, to waive technicalities or irregularities and to accept any proposal it determines to be in the county s best interest. The acceptance of any proposal submission shall not in any way cause the county to incur any liability or obligation to vendor, financial or otherwise. The county may cancel the RFP in whole or part without making any award at its sole Carver County HRIS/Payroll Implementation Project, May of 19

12 discretion, without any liability being incurred by the county to any vendor for any expense, cost, loss or damage incurred or suffered by the vendor as a result of such withdrawal Costs for Document Development Costs for developing the response to this RFP are entirely the responsibility of the proposing party and shall not be chargeable in any manner to the county. All vendors agree to provide all such additional information as, and when, requested at their own expense. No vendor in supplying such information shall be allowed to change the pricing or other cost quotations originally submitted Proposal Validity A proposal submitted in response to this RFP is irrevocable for 90 days from the date of submission. The county reserves the right to withdraw a proposal acceptance at any time if in the opinion of the county the vendor is unwilling or unable to enter into a form of contract satisfactory to the county. Proposal acceptance will be defined as the county selecting you as our provider of service for the intent of negotiating a contract for services Contract Evaluation and Award The county reserves the right to execute any of the following options: Issue no contract award for any of the services described within this RFP. Award all services to one vendor. Issue contract awards for any combination of services and vendor, either all or part of the business as the county sees fit. The county is not obligated to accept the lowest price or most technologically advanced proposal. The county has no obligation to reveal the basis for contract award or to provide any information to vendors relative to the evaluation or decision-making process. All participating vendors will be notified promptly of proposal acceptance or rejection Contract Negotiation and Execution It is the intent of the county that after the successful vendor has been selected, the county and the selected vendor will enter into contract negotiations containing all terms and conditions of the proposed service. Any acceptance of a proposal is contingent upon the execution of a written contract and the county shall not be contractually bound to any bidder prior to the execution of such written contractual agreement. The contents of the bid submitted shall become part of the contractual obligation and incorporated by reference into the ensuing contract. The contract with a successful vendor may include penalties for nonperformance and failure to meet the proposal implementation schedule. Contract execution is contingent upon approval by the county s Board of Commissioners. Carver County HRIS/Payroll Implementation Project, May of 19

13 6.7. Proposal Submission Certification By submitting a proposal, vendor certifies that he or she has carefully examined all the documents for the project and has carefully and thoroughly reviewed this RFP, and understands the nature and scope of the work to be done and the terms and conditions thereof. The vendor further agrees that the performance time specified is a reasonable time Insurance Requirements The acceptance of a bid proposal is contingent on vendor providing satisfactory proof that the vendor has adequate insurance coverage. It is in the county s sole discretion the amount of insurance coverage required for the period of work under this contract. For bidder reference, the professional service agreement that Carver County utilizes for agreements of this nature is included at the end of this document. Carver County HRIS/Payroll Implementation Project, May of 19

14 CARVER COUNTY INDEPENDENT CONTRACTOR/PROFESSIONAL SERVICE AGREEMENT This Agreement is entered into by and between the County of Carver, 600 East 4 th Street, Chaska, Minnesota 55318, through (Division), (ADDRESS), (hereafter County ) and (ADDRESS) (hereafter Contractor ). RECITALS WHEREAS, the County, wishes to purchase the services of Contractor for ; and WHEREAS, there are funds available for the purchase of these services; NOW THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, the County, and the Contractor agree as follows: 1. TERM AND COST OF THE AGREEMENT The Contractor agrees to furnish services during the period commencing and terminating. The cost of this Agreement shall not exceed $. 2. SERVICES TO BE PROVIDED AS PER ATTACHED EXHIBIT(S) Services shall be provided in accordance with the criteria set forth in the attached Exhibit(s): [list exhibits] 3. PAYMENT FOR SERVICES Payment for services shall be made directly to the Contractor after completion of services upon the presentation of a claim in the manner provided by law for payment of claims against counties. If payment under this Agreement is dependent upon the availability of federal, state, county or other funds and such funds are reduced or terminated, this Agreement may be renegotiated or terminated at the sole discretion of the County. In the event of termination, Contractor shall be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. For final payment, Contractor shall comply with all requirements contained in Minn.Stat regarding the withholding of taxes and wages. Contractor shall submit documentation of compliance with its claim for final payment. A certificate by the Minnesota State Commissioner of Revenue will satisfy this Carver County HRIS/Payroll Implementation Project, May of 19

15 requirement (Form IC-134).Contractor is not entitled to final payment until such documentation is submitted. 4. BONDS If required and contemporaneous with the execution of this Agreement, Contractor agrees to provide payment and performance bond for the County pursuant to Minn.Stat & INDEPENDENT CONTRACTOR A. Nothing contained in this Agreement is intended or should be construed as creating the relationship of co-partners or joint ventures with the County. No tenure or any rights including worker s compensation, unemployment insurance, medical care, sick leave, vacation leave, severance pay, PERA, or other benefits available to County employees, including indemnification for third party personal injury/property damage claims, shall accrue to the Contractor or employees of the Contractor performing services under this Agreement. B. Contractor acknowledges and agrees that no withholding or deduction for State or Federal income taxes, FICA, FUTA, or other, will be made from the payments due Contractor and it is Contractor s sole obligation to comply with all federal and state tax laws. C. Contractor shall at all times be free to exercise initiative, judgment and discretion as to how to best perform or provide services identified in this Agreement. D. Contractor is responsible for hiring sufficient workers to perform the services required by this Agreement and withholding taxes and paying all other employment tax obligation on their behalf. 6. INDEMNIFICATION AND INSURANCE Each party shall be liable for its own acts to the extent provided by law and hereby agrees to indemnify, hold harmless and defend the other, its officers and employees against any and all liability, loss, costs, damages, expenses, claims or actions, including attorney s fees which the other, its officers and employees may hereafter sustain, incur or be required to pay, arising out of or by reason of any act or omission of the party, its agents, servants or employees, in the execution or performance or failure to adequately perform its obligations pursuant to this Agreement. Proprietary Infringement, Indemnity: Notwithstanding any language contained herein to the contrary, Contractor warrants that the software which is the subject of this Agreement does not infringe upon or violate any patent, copyright, trade secret, contract right, or any other proprietary right of any third party, within the United States. If there is a claim by any third party against County, County will promptly notify Contractor, and Contractor will defend and indemnify County against any loss, cost (including reasonable attorneys' fees) expense or liability arising out of such claim, regardless of the success of the claim. Contractor shall use its best efforts to promptly purchase for County the infringing software or procure for County a license at no cost to County, to allow County to continue using tile software or shall modify the software to make it non-infringing. Should Contractor be unable to obtain for County software ownership, a license, or the equivalent, Contractor shall pay County the loss in value of the software. Contractor's obligation to indemnify County is contingent upon tile County giving prompt notice to Contractor of any claims, permitting Contractor to defend, compromise, or settle any claim and cooperating with the defense of any such claims. It is understood and agreed that the County s liability shall be limited by the provisions of Minn.Stat.Chap.466 and/or other applicable law. Carver County HRIS/Payroll Implementation Project, May of 19

16 Contractor further agrees that in order to protect itself as well as the County under the indemnity provision set forth above, it will at all times during the term of this Agreement keep in force: A. Commercial General Liability Insurance Policy with minimum limits of $1,500,000 combined single limit (CSL), with coverage pertaining to premises operations. In the event Combined Single Limits Coverage is not secured by the contractor, the following minimum limits apply: $3,000,000 Aggregate $3,000,000 Products and Completed Operations Aggregate $1,500,000 Personal Injury and Advertising Injury $1,500,000 Each Occurrence $ 100,000 Fire Damage Limit $ 5,000 Medical Expense The policy should be written on an occurrence basis and not a claims-made basis. B. Automobile Liability Insurance including owned, non-owned, and hired vehicles in an amount not less than $1,500,000 combined single limit (CSL) for total bodily injuries and/or damages arising from any one accident. If automobiles are not used, we must receive a letter from you stating this. C. Professional Liability Insurance (when required) in the minimum amount of $1,500,000 combined single limit (CSL). In the event Combined Single Limits Coverage is not secured by the Contractor, the following minimum limits apply: $3,000,000 Aggregate $1,500,000 per Wrongful Act or Occurrence D. Excess Umbrella Liability Policy in the amount of $1,500,000 will be additionally required if any of the above policies have lower limits than stated. E. Worker s Compensation Insurance. F. Prior to the effective date of this Agreement, and as a condition precedent, the Contractor will furnish the County with an original Certificate of Insurance listing the County as an "Additional Insured" in all coverage areas except Worker s Compensation and Professional Liability. 7. DATA PRIVACY/DATA OWNERSHIP A. Minnesota Government Data Practices Act (Minn.Stat.Chap.13 and related statutes). All data collected, created, received, maintained, or disseminated, in any form, for any purposes by the activities of Contractor because of this Agreement is governed by this Act, as amended, the Minn.Rules implementing such Act, as amended, as well as Federal Regulations on data privacy. The person responsible for release of all data under this Agreement shall be the Division Director of the County employee identified in provision 10. B. Health Insurance Portability and Accountability Act (HIPAA 45 C.F.R. 160,162,164) Carver County HRIS/Payroll Implementation Project, May of 19

17 If under this Agreement the exchange of Protected Health Information in any form is anticipated the Contractor shall comply with all regulatory obligations including signing any required agreements (e.g., Business Associate Agreement). Such Agreements shall be attached to and incorporated into this Agreement. C. Release. No data may be released by the Contractor to a third party without the express consent of the County s representative as indicated below this includes any media relations. D. Ownership. Ownership of all data prepared for or by the County whether having commercial value or not shall remain with the County. 8. RECORDS: AVAILABILITY AND RETENTION Pursuant to Minn. Stat. 16C.05, subd. 5, the Contractor agrees that the County, the State Auditor, or any of their duly 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, et., which are pertinent to the accounting practices and procedures of the Contractor and involve transactions relating to this Agreement. Contractor agrees to maintain these records for a period of six years from the date of termination of this Agreement. 9. 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 referred to in this Agreement are presumed to be incorporated or attached and are deemed to be part of this Agreement. Where the incorporated terms differ with the terms of this Agreement, the terms of this Agreement shall control B. Any material alteration, modification, or variation shall be reduced to writing as an amendment and signed by the parties. 10. DEFAULT AND CANCELLATION A. If the 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, this shall constitute default. Unless the Provider s default is excused by the County, the County may, upon written notice to the Contractor s representative listed herein, cancel this Agreement in its entirety as indicated in (B.) below. B. This Agreement may be cancelled with or without cause by either party upon thirty (30) days written notice. C. Representatives for each of the parties to this Agreement are as listed below: Contractor Name Address Phone County/Division Name Address Phone Carver County HRIS/Payroll Implementation Project, May of 19

18 11. SUBCONTRACTING AND ASSIGNMENT A. Contractor shall not enter into any subcontract for the performance of any services contemplated under this Agreement without the prior written approval of the County and subject to such conditions and provisions as the County may deem necessary. The Contractor shall be responsible for the performance of all Subcontractors. B. No party may assign or transfer any rights or obligations under this Agreement without the prior consent of the other Parties and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Agreement, or their successors. 12. NONDISCRIMINATION During the performance of this Agreement, the Contractor agrees to the following: No person shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, criminal record, creed or national origin be excluded from full employment rights in, participation in, be denied the benefits of or be otherwise subjected to discrimination under any and all applicable Federal and State laws against discrimination. 13. HEALTH AND SAFETY The Contractor shall be solely responsible for the health and safety of its employees and subcontractor s employees in connection with the services performed in accordance with this Agreement. The Contractor shall ensure that all employees, including those of all subcontractors, have received training required to properly and safely perform services outlined in this Agreement. Such training is to include, but not be limited to, all applicable sections of the State and Federal Occupation, Safety and Health Administration (OSHA) laws, Superfund Amendments and Reauthorization Act (SARA), Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), Uniform fire Code and/or any other applicable health and safety regulations. Upon the request of the County, the Contractor shall provide copies of any licenses and/or training records for contractor and/or contractor s employees or subcontractor s employees who perform services pursuant to this Agreement. 14. NONWAIVER, SEVERABILITY & APPLICABLE LAWS A. Nonwaiver. Nothing in this Agreement shall constitute a waiver by the County of any statute of limitations or exceptions on liability. If the County fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. B. Severability. If any part of this Agreement is rendered void, invalid or unenforceable, by a court of competent jurisdiction, such rendering shall not affect the remainder of this Agreement unless it shall substantially impair the value of the entire Agreement with respect to either party. The parties agree to substitute for the invalid provision a valid provision that most closely approximates the intent of the invalid provision. C. Applicable Laws. The Laws of the State of Minnesota shall apply to this Agreement. 15. SECTION HEADINGS The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Carver County HRIS/Payroll Implementation Project, May of 19

19 16. THIRD PARTIES This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary. The proper Contractor official(s) having signed this Agreement, and the Carver County Administrator having signed this Agreement with the delegation authority approved by the County Board of Commissioners, the parties hereto agree to be bound by the provisions herein and attached. Contractor Name (printed) COUNTY OF CARVER STATE OF MINNESOTA Contractor Signature/Date Chairperson, County Board/Date County Administrator/Date Carver County HRIS/Payroll Implementation Project, May of 19