ATTENTION ALL BIDDERSRETURN THE ENCLOSED PROPOSAL IN A SEALED

ENVELOPE TO:    

ANNIE WARD, PURCHASING MANAGERROOM 830 * 716 RICHARD

ARRINGTON JR BLVD NORTHBIRMINGHAM, AL 35203

                                     YOU MUST MARK ON THE

ENVELOPE:RFP 78-08

“Technical and Functional support of SAP ERP2005 System”

                                               RETURN BY 5:00 P.M. ON

FEBRUARY 22, 2008

For questions concerning this RFPContact: Scott Stewart, Principal Buyer

Phone: (205) 731-2889

No faxed or email responses will be accepted

February 1, 2008

Jefferson County CommissionSAP Technical & Functional Support

Request for Proposal

Projected Schedule of Events (Also located in Section 3)

Item DateRelease of this RFP FEBRUARY 1, 2008Teleconference for Bidders FEBRUARY 11, 2008Responses to Bidder’s Questions FEBRUARY 15, 2008 RFP Due Date FEBRUARY 22, 2008 Public Opening FEBRUARY 25, 2008 Response Scoring FEBRUARY 29, 2008 Notification of Bidders who qualify for demos

FEBRUARY 29, 2008

Bidder Demos TBD Final Decision TBD

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1.0 INTRODUCTION AND BACKGROUND.....................................................................................35

1.1 ORGANIZATION BACKGROUND....................................................................................................3 5

2.0 RATIONALE AND OBJECTIVES.............................................................................................35

2.1 SELECTION PROCESS....................................................................................................................3 5 2.2 RATIONALE..................................................................................................................................3 6 2.3 OBJECTIVES.................................................................................................................................3 6 2.4 CURRENT MYSAP TECHNICAL ARCHITECTURE.........................................................................3 7

3.0 INTRODUCTION FOR PROPOSAL.........................................................................................37

3.1 FORMAT.......................................................................................................................................3 7 3.2 PROPOSAL PROCESS & TIMETABLE.............................................................................................3 7 3.3 EVALUATION APPROACH.............................................................................................................3 8 3.4 PROPOSAL TERMS........................................................................................................................3 8

3.4.1 Proposal Expiration...............................................................................................................383.4.2 Proposal and Presentation Costs...........................................................................................383.4.3 Exceptions To Proposal Format.............................................................................................383.4.4 Explanation of Addenda.........................................................................................................383.4.5 Ownership of Material...........................................................................................................383.4.6 Straightforward Proposal Preparation..................................................................................393.4.7 Rejection of Proposals............................................................................................................393.4.8 Award of Services...................................................................................................................393.4.9 Disclaimers.............................................................................................................................39

3.5 PROPOSAL EVALUATION CRITERIA............................................................................................3 10 3.5.1 Cost of Services....................................................................................................................3103.5.2 Bidder Capabilities...............................................................................................................3103.5.3 Agreement to Terms and Conditions....................................................................................3103.5.4 Adherence to Requirements..................................................................................................3103.5.5 Transition Services...................................................................Error! Bookmark not defined.3.5.6 Other Factors.......................................................................................................................310

3.6 BIDDER INQUIRIES.....................................................................................................................3 10 3.7 PROPOSAL DEADLINE (XXDXXXXXXX 5:00PM)..................................................................3 11

4.0 GENERAL SYSTEM & BIDDER INFORMATION...............................................................311

5.0 REQUIREMENTS.......................................................................................................................314

5.1 SUMMARY OF NEED & DEFINITIONS.........................................................................................3 14 5.2 PROPOSED SOLUTION.................................................................................................................3 15 5.3 SUPPORT & MAINTENANCE COST ANALYSIS................................................................................3 16

6.0 PROCEDURES.....................................................................................................................................318

6.1 TERMS AND CONDITIONS...........................................................................................................3 18 6.1.1 Pricing..................................................................................................................................3186.1.2 Project Plan and Timeline....................................................................................................318

6.2 GENERAL INFORMATION............................................................................................................3 18 6.3 BIDDERS QUALIFICATIONS...................................................ERROR! BOOKMARK NOT DEFINED.

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6.4 BIDDERS PROPOSAL CONTENTS.................................................................................................3 18 6.4.1 Proposal Documents............................................................................................................3186.4.2 Contract History:..................................................................................................................3196.4.3 Litigation History:................................................................................................................3196.4.4 Fines or Penalties:...............................................................................................................319

7.0 EVALUATION CRITERIA FOR AWARD.....................................................................................320

7.1 EVALUATION INFORMATION......................................................................................................3 20

8.0 GENERAL INFORMATION.............................................................................................................320

8.1 OPEN RECORDS..........................................................................................................................3 21 8.2 TERMS AND CONDITIONS...........................................................................................................3 21 8.3 OTHER ITEMS.............................................................................................................................3 21

APPENDIX A - NON-COLLUSION AFFIDAVIT.................................................................................327

APPENDIX B - EXECUTION OF OFFER.............................................................................................328

Appendix C - RESPONDENT’S QUESTIONNAIRE............................................................................329

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1.0 Introduction and Background

1.1 Organization BackgroundIn 2006, the Jefferson County Commission purchased SAP ERP2005 software to replace its old financial system that had been in operation since the late 1980’s. The SAP Software modules purchased were as follows:

1. ERP2005 Business Suite Software Package including Financial Accounting, Controlling, Funds Management, Business Intelligence, Materials Management, Project Systems, Loans Management, Grant Accounting, Asset Accounting, Accounts Receivable and Accounts Payable.

2. Supplier Relationship Management v5.5 for Procurement

3. RWD Info Pak v5.0 software for training materials

4. Solution Manager v4.0 for SAP record retention

5. Web Dispatcher and SAP NetWeaver Portal v7.0

6. SAP Connector for FileNET to be used later for invoice processing.

JCC hired an outside implementation partner to assist with the software implementation. In July, 2007 JCC went “live” with the Modules listed above and have retained the consultant to assist with any initial issues.

2.0 Rationale and Objectives

2.1 Selection Process

The Jefferson County Commission (henceforth referred to as “JCC”) is requesting a proposal from Bidders to address support solutions. This document is being distributed to a list of Bidders to solicit proposals for ongoing technical and functional support. A more detailed functional/application list is described in this document. Responses to this document will serve as the basis for evaluating the functionality and cost of the proposed solutions and will be included in any future contract negotiations with the selected Bidder.

It is JCC’s intent to evaluate all responses received from Bidders. Each Bidder may be invited to participate in a structured services presentation and will receive instructions under separate cover subsequent to this RFP. The site for conducting the presentations will be at our location in Birmingham, Alabama. We will provide the Bidders with scenario examples pertinent to JCC’s business operation. We will ask the Bidders to demonstrate how their solution meets these key business requirements.

This document contains instructions for participating in the Bidder selection process, background information regarding JCC, general system and Bidder information and detailed functional and technical requirements.

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2.2 Rationale

JCC is exploring the option of engaging external assistance for technical and functional support related to the usage of SAP financial systems. The decision to engage services externally is to serve many business objectives:

To maintain an ongoing relationship with an outside vendor for technical and functional support beyond JCC’s existing internal capabilities.

For the vendor to provide assistance and efficient solutions with technical and functional issues.

To mitigate the risk of issues due to any unforeseen turnover or unavailability of existing personnel.

In the effort of exploring options, JCC will evaluate proposed solutions based upon the continuum list below. JCC understands the necessary additional resources and risks associated with various options. JCC understands the ideal solution will be a blended opportunity with the Bidder in regard to staffing and support.

2.3 Objectives

JCC will make its decision to seek external assistance, and its selection of a Bidder, based on the Bidder’s ability to satisfy (but not limited to) the following objectives:

Cost avoidance and/or cost reduction Increased flexibility to respond to rapidly changing JCC business needs Effective and efficient service delivery Minimal business interruption during normal business hours

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2.4 Current SAP Technical Architecture JCC’s current SAP implementation architecture:

SAP has been implemented within the Sun Microsystems environment. There are

14 UNIX servers supporting our implementation of SAP ranging from a SUN

280R to SUN 490, running on SUN Solaris 10.

There are three SAP environments: development (including a sandbox), quality

assurance (including training client) and production.

JCC chose to go with Oracle (10g required) as the relational data base.

Backup solution is Net Backup 5.0/RMAN for Oracle.

JCC has an expansive CISCO based network that connects JCC entities via dark

fiber and metro-e via at&t.

JCC internet connectivity is via at&t.

3.0 Introduction for Proposal

3.1 FormatAll Bidder responses are to be submitted in the format outlined in Sections 4.0 and 5.0.

3.2 Proposal Process & Timetable

The ongoing schedule is as follows:Item DateRelease of this RFP February 1, 2008Teleconference for Bidders February 11, 2008Responses to Bidder’s Questions February 15, 2008RFP Due Date February 22, 2008Public Opening February 25, 2008Response Scoring February 29, 2008Notification of Bidders who qualify for Presentations

February 29, 2008

Bidder Presentations TBDFinal Decision TBD

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3.3 Evaluation ApproachEach valid proposal received will be evaluated by JCC’s Evaluation Committee. The evaluation process and criteria will be used consistently throughout the evaluation process. The Evaluation Committee will evaluate the Bidders that submit proposals against the criteria noted in Sections 4.0 and 5.0.

JCC reserves the right to visit the office(s) of the bidder(s) in order to inspect facilities and meet key personnel. Members of JCC’s Evaluation Committee may also contact Bidder references to discuss the Bidder’s demonstrated ability to deliver the specified services.

3.4 Proposal Terms

3.4.1 Proposal ExpirationAll proposals must be valid for 90 days from the final proposal due date.

3.4.2 Proposal and Presentation CostsJCC is not liable in any way for any costs incurred by Bidders in the preparation of their proposals in response to this RFP, nor for the presentation of their proposals and/or participation in any discussion or negotiations.

3.4.3 Exceptions To Proposal FormatIt is intended that this RFP describe the requirements and response format in sufficient detail to secure comparable proposals, recognizing that Bidder approaches may vary. Proposals which differ from the format described in Section 4.0 or 5.0 may be rejected. All information requested must be submitted, or alternatively, a statement giving the rationale of the Bidder for not submitting requested information must be provided. JCC may, if it deems it to be in its best interest, take such statements into consideration in determining the responsiveness of the Bidder proposal to JCC’s stated requirements.

3.4.4 Explanation of AddendaEach request for interpretation(s) of the meaning of any of the provisions of this document or correction of any apparent ambiguity, inconsistency, error therein, or any other matter pertaining to this document should be in writing via email to Scott Stewart (stewarts@jccal.org) noted in Sections 4.0 or 5.0. Bidder will designate a single person to serve as the central point of contact for this RFP. Responses to inquiries will be returned via e-mail, copying all other RFP respondents. Oral and other interpretations or clarification shall be without legal effect.

3.4.5 Ownership of MaterialAll materials submitted in response to this RFP shall become the property of JCC and may be returned only at JCC’s option.

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3.4.6 Straightforward Proposal PreparationEach proposal should be prepared simply and economically, providing a straightforward and concise description of the Bidder’s ability to meet the requirements of the RFP. We have included an outline for responding in Sections 4.0 and 5.0 of this document. Proposals which differ from the format described in Section 4.0 or 5.0 may be rejected.

3.4.7 Rejection of ProposalsJCC reserves the right to accept or reject in part or in whole any or all proposals submitted and may re-advertise for proposals using the same or a different document or may elect to withdraw this or any other RFP and terminate its search. JCC may reject the proposal of any Bidder who is determined to be non-responsive to any portion of the RFP. Notwithstanding any other provisions of this RFP, JCC reserves the right to award this contract to the Bidder that best meets the requirements of the RFP and/or JCC’s business needs, and not necessarily to the lowest bidder. Further, JCC reserves the right to reject any or all proposals prior to execution of the contract with no liability to JCC.

3.4.8 Award of ServicesThe final award of services, if they are awarded, will be made to the most qualified, responsive, and responsible Bidder as determined in accordance with the evaluation criteria, policies and procedures solely identified by JCC.

The determination of services to be provided by the selected Bidder shall be at the sole discretion of JCC. JCC reserves the right to negotiate the terms and conditions of the contract with any of the evaluated Bidders. Should the successful Bidder and JCC fail to come to an agreement, JCC may at its sole discretion award services to any of the remaining Bidders.

The Bidder to whom the contract is awarded shall be required to enter into a written contract with JCC in a form approved by legal counsel for JCC. This RFP and the proposal, or any part thereof, shall be incorporated into and made a part of the final contract.

3.4.9 DisclaimersJCC reserves the right to withdraw this RFP at any time and for any reason, and to issue such clarifications, modifications, and/or addenda as it may deem appropriate.

Receipt of proposal materials by JCC or submission of a proposal to JCC confers no rights upon the Bidder nor obligates Jefferson/County JCC in any manner.

JCC reserves the right to waive variances in proposals, provided that such action is in the best interest of JCC. Any such waiver shall not modify any remaining RFP requirements or excuse the Bidder from full compliance with the RFP specifications and other contract requirements if the Bidder is awarded the contract.

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3.5 Proposal Evaluation CriteriaJCC will evaluate Bidder proposals based on the following criteria. (Items are not listed in order of importance nor are all criteria listed below)

3.5.1 Cost of ServicesBidder must submit the cost to implement and maintain the proposed solution. The financial implications of each proposal will be evaluated against a JCC-developed base financial case as well as against the other Bidders’ proposals.

3.5.2 Bidder CapabilitiesBidder must demonstrate its ability to deliver the required services and to meet the service level requirements as defined in this RFP. Bidder capabilities will also be examined through reference checks, and the recent business experience of the Bidder in providing comparable services to other customers, especially those in the Public Sector.

3.5.3 Agreement to Terms and ConditionsJCC is seeking a Bidder who is in agreement to the Terms and Conditions stated in this RFP. While it is expected that some terms and conditions will be subject to discussion, it is not the intention of JCC to enter into contract with a Bidder who takes significant exception to the given terms. Please note that the terms and conditions specified in this RFP do not constitute the exhaustive set of term and conditions which will comprise the final contract for Services.

3.5.4 Adherence to RequirementsBidder must demonstrate its general ability to satisfy JCC requirements as stated in Section 4.0 and 5.0

3.5.5 Other FactorsOther factors considered during the evaluation of Bidder responses to this RFP will include:

Bidder’s proposed technical and functional services for fulfilling the requirements defined in this RFP.

Proven track record in providing technical and functional support of SAP ERP2005.

3.6 Bidder InquiriesAll inquiries should be directed to:

Scott StewartJefferson County Commission716 Richard Arrington Blvd. NorthBirmingham, AL 35203stewarts@jccal.org

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3.7 Proposal Deadline (February 22, 2008, 5:00PM)

Proposals must be received by 5:00 p.m. Central Standard Time on February 22, 2008. One (1) signed original, four (4) copies of the proposal, and one (1) electronic copy on CD in Microsoft Word and/or Microsoft Excel format for the attachments for a total of six (6) complete copies that must be submitted. Any proposal received after the time stipulated may not be considered and may be rejected or returned to the Bidder. Proposals shall be addressed to Ms. Ward, at the above address. Telephone and/or facsimile (Fax) responses to this RFP shall not be accepted.

4.0 General System & Bidder Information

Bidder Background/HistoryDate the firm was founded and general background info:Sales & revenue (FY06, 05, 04):Sales growth expectations:Customer base:Any strategic partnerships with SAP:Company size and organization:Brief description of the company, including past history, present status, future plans, etc.:Number of State and or Local Government customers currently using the proposed solution.Indicate the number of employees in your organization and the distribution of those employees as follows:

SAP Technical Support SAP Functional Support Help Desk or Support Outline any other areas key to

your business modelExperienceDescribe the full-breadth of services offered.Please provide a copy of any promotional literature.

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Management ApproachDescribe your approach to account management (Specifically, how you interface with customers).Describe how do you intend to assure quality in the services you provide?Do you conduct customer satisfaction surveys? If so, please provide a copy.Describe your strengths as they relate to providing technical and functional SAP support.Describe your weaknesses as they relate to providing technical and functional SAP support.Describe the process for allocating the appropriate resources to problem resolution.References (3)Please provide 3 references:Company NameIndustry (Preferably Public Sector)Years as a customerDescription of service providedAdditional InformationStaff available for support:

Turnover rate Average Tenure

How many dedicated application resources for:

SAP ERP2005 SAP SRM SAP BI SAP Portal SAP Workflow Report writing ABAP development BASIS Security

List current reporting applications (i.e., Crystal, Hyperion, etc.) being supported.Describe your current process of patch application and migration to customers.

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Describe your process of rolling out new: Reports Workflows processes Enhancements

(As requested by customers)Describe your current client support approach. (Please provide any information on the process for 1-800 support)Description of application development expertise (Ability to make necessary configuration adjustments to an application).Description of Oracle database management expertise. Provide a description of the factors that differentiate your support plan from plans offered by other Bidders.Provide a description of your ability to install, configure, and maintain the SAP ERP2005 environment and application.Describe your ability to provide support to the internal team, who will support 500+ users of the SAP system at JCC in some 30+ locations.Provide a description of your ability to create, modify, and maintain process flow in the SAP environment.Describe your ability to create and modify BI, ABAP, Report Painter and Report Writer reports.Describe how you would support ABAP interface programs.

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5.0 Requirements

5.1 Summary of Need & DefinitionsJCC’s intent is to implement a blended structure, whereby JCC relies on both internal personnel and external resources for the administration and support of its SAP application. Below is an overview of the anticipated external needs of JCC based upon its current staffing and experience with SAP:

Full Basis Support: JCC intends to fully outsource its Basis function relative to the technical administration of SAP. The primary Basis functions are outlined below. However, this list should only be considered as high-level as there will be other functions “typically” performed as a part of SAP Basis responsibilities.

o System configuration, maintenance, and performance monitoringo Trouble shooting and error analysiso Change control management procedureso Prepare, document and plan Basis tasks for all client environment

migration for projects, support packs, upgrades, system copies and other activities

o Provide on-going technical supporto Interact with functional support personnel or users as neededo Ensure SAP operational best practices are applied across strategic business

groupso Security administration support

Full Functional Support: Currently, JCC intends to fully outsource the functional support for the modules listed below. Functional support will include, among other items, responding to user requests, providing support, general trouble shooting, and implementation of operational best practices.

o Business Intelligence (BI)

Limited Functional Support: While JCC has already identified internal personnel to provide the primary functional support in the modules below, there will be a need for some support in the areas below related to general training, technical questions, to serve as back-up in the absence of the primary JCC personnel, and to facilitate identification and development of best practices.

o Finance (FI) to include Cash Managemento Controlling (CO)o Asset Accounting (AA)o Funds Management (FM)o Supplier Relationship Management (SRM) o Materials Management (MM)o Grants Management (GM)o Project Systems (PS)o Loans Management (LM)

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Full ABAP Programming Support: JCC will have a need for some custom reports and other programming tasks. The intent is to fully outsource any ABAP programming needs including, among other items, assisting with preparing functional design specifications, preparing technical design specifications, development, testing, and deployment of programs, complex routines, and reports. Responsibilities can also include on-going support and maintenance of any ABAP solutions.

5.2 Proposed SolutionThe table on the next page provides an overview of the technical and functional support areas that will be needed by JCC as defined in the Section 5.1. The Bidder should include the following requested information based upon their professional judgment and past experience with similar projects. The Bidder should include the requested information in the same format as below (an additional table can be added if extra space is needed).

1. The Experience & Qualifications column should include the Bidder’s specific experience and qualification for each area. The experience information should include information such as type of clients served, number of clients served, and the number of years each service has been offered. Qualifications information should include a summary of the specific service provided in each area, number, experience level, and tenure of personnel supporting the specific service, and any other specific qualifications.

2. The Estimated Contract Period should be based upon the initial period which is to be the first standard year after the date of the signed contract. The estimated time should be developed by the Bidder based upon similar arrangements.

3. The Estimated Contract Period – Year 2 & 3 should be based upon for the second and third standard years after the date of the signed contract.

4. The Pricing Structure should include the “recommended” structure based upon the Bidders proposed solution, but can also include multiple options. It should also include a summary of any pricing breaks or discounts based upon the proposed level of hours.

5. The Proposed Fees should include the estimate of actual fees to be paid by JCC for the proposed services.

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5.3 SUPPORT & MAINTENANCE COST ANALYSIS

Area Experience &Qualifications

EstimatedTime in hours

Year 1

EstimatedTime in hoursYears 2 & 3

Pricing Structure & Proposed Fees

Full Basis Support (as defined in Section 5.1)

Full ABAP Programming Support (as defined in Section 5.1)

Full Functional Support in the following areas (as defined in Section 5.1): Business Intelligence

(BI)

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Area Experience &Qualifications

EstimatedTime in hours

Year 1

EstimatedTime in hoursYears 2 & 3

Pricing Structure & Proposed Fees

Limited Functional Support in the following areas (as defined in Section 5.1): Finance (FI) including

Cash Management

Controlling (CO)

Asset Accounting (AA)

Funds Management (FM)

Supplier Relationship Management (SRM)

Materials Management (MM)

Grants Management (GM)

Project Systems (PS)

Loans Management (LM)

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6.0 Procedures

6.1 Terms and Conditions

6.1.1 PricingThe price must be inclusive of all services (including services from partners and subcontractors where appropriate), hardware, software, licenses, training, travel, lodging, etc. The maximum term the JCC can commit to is 3 years, with JCC’s option to renew on an annual basis (per Alabama Bid Law).

6.1.2 Scope of ServicesBidder must provide a detailed plan for providing functional and technical support to JCC based on the requirements listed in this document.

6.2 General Information

Bidder presentations may be requested. JCC will select a primary supplier who will be responsible for contract

performance and payment whether or not subcontractors are involved. If subcontractors are to be used during fulfillment of the services, Bidder must provide information on the subcontractor(s) with their proposal response.

All proposals become the property of JCC upon submission. JCC reserves the right to reject any or all proposals received and to cancel this

RFP in part or in its entirety.

6.3 Bidders Proposal Contents

6.3.1 Proposal DocumentsThe proposal response must include, but is not be limited to, the completion of the forms listed below. Failure of the bidder to provide information as requested may result in the disqualification of the bidder’s proposal. Forms to be included are as follows:

Cost Summary for the Proposed Services Signed Execution of Offer Respondent’s Questionnaire References and Point of Contact Supplier Input Forms One (1) signed original, four (4) copies of the proposal, and one (1)

electronic copy on CD in Microsoft Word and Microsoft Excel format for the attachments for a total of six (6) complete copies.

6.3.2 Contract History:List all contracts lost, or not renewed (list contact person and telephone number), for a five-year period and reasons. Bidder must specifically identify any contracts from which they have asked to be relieved or any contracts that have been cancelled prematurely.

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6.3.3 Litigation History:Provide a list of all litigation the Corporation has been or is currently involved over $25,000 during the last three years. Include a narrative describing all cases that were settled and amounts of settlement.

6.3.4 Fines or Penalties:List all contracts in which you experienced a loss of funds exceeding $50,000 for damages due to delays, liquidated damages, and or forfeiture of performance bond in whole or in part.

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7.0 EVALUATION CRITERIA FOR AWARD

7.1 Evaluation Information

JCC shall utilize an evaluation team for the evaluation of this RFP. The evaluation shall include the overall response to the RFP and the general requirements defined in the RFP. JCC may require a presentation before the award is made. JCC reserves the right to use the presentation as an additional factor in the award. JCC must be confident that the respondent will perform the proposed services and meet the needs of JCC. JCC shall evaluate and make the award on the proposal that is determined to be the best value to JCC based on the criteria listed below.

All proposals must be complete and convey all of the information requested to be considered responsive. If the proposal fails to conform to the essential requirements of the RFP, JCC alone shall determine whether the variance is significant enough to consider the proposal susceptible to being made acceptable and therefore a candidate for further consideration, or not susceptible to being made acceptable and therefore not considered for award.

8.0 GENERAL INFORMATION Proposal Submittal:

U. S. POSTAL SERVICE:Jefferson County Purchasing Dept.

Attn: Annie WardRoom 830 County Courthouse

716 Richard Arrington Jr. Blvd. NorthBirmingham, Alabama 35203

HAND DELIVER AND/OREXPRESS MAIL TO:

Jefferson County Purchasing Dept.Room 830 County Courthouse

716 Richard Arrington Jr. Blvd. NorthBirmingham, Alabama 35203

*All responses must indicate bid number on the lower left-hand corner as well as Bidder’s company name and the proposal opening date.

*Proposals received after the deadline (February 22, 2008; 5pm cst.) will not be opened or considered under any circumstances.

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8.1 Open Records

JCC considers all information, documentation and other materials requested to be submitted in response to this solicitation to be of a non-confidential and/or non-proprietary nature and therefore shall be subject to public disclosure after an agreement is awarded.

Respondents are hereby notified that JCC strictly adheres to all Statutes regarding the disclosure of RFP information.

8.2 Terms and Conditions

The Terms and Conditions shall govern any Agreement issued as a result of this RFP. Additional or attached terms and conditions which are determined to be unacceptable to JCC may result in the disqualification of respondent’s proposal. Examples include, but are not limited to, liability for payment of taxes, subjugation to the laws of another State and limitations on remedies.

8.3 Other items

PROPOSAL BOND:Each Bidder submitting a proposal shall include with the proposal a proposal bond in the amount of $5,000 issued by a recognizable and licensed surety with the conditions that in case of failure to execute a contract and furnish a performance bond within 14 days after notice of award, the JCC will be paid by this bonding company the lesser of bond amount or the difference between the amount of the low proposal as submitted, and the amount of the proposal of the next higher proposal, or if no other proposal is received, the full amount of the proposal guaranty will be recovered as liquidated damages for such default. Alternatively, Bidders may submit a Cashier’s Check payable to Jefferson County in the amount of the bond and drawn on an Alabama Bank. The condition of the check shall be the same condition as the proposal bond, above. The Cashier’s Check will be returned promptly following an award and submission of a satisfactory performance bond by the successful Bidder.

BIDDER’S RELATIONSHIP:

If JCC retains the Bidder for the services requested on the terms and conditions specified herein and the Bidder agrees so to serve, the parties agree that the Bidder shall be an independent contractor and shall not be an employee of JCC. The Bidder, as an independent contractor, will be responsible for payroll

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withholding on its employees and is not entitled to worker’s compensation benefits and unemployment insurance benefits, and the Bidder is obligated to pay federal and state income tax on any moneys earned pursuant to the contract relationship.

HOLD HARMLESS AGREEMENT:Bidder agrees to protect, defend, indemnify and hold harmless JCC and its commissioners and employees from any and all costs, claims, and damages of every kind and nature made, including attorneys’ fees, rendered or incurred by or in behalf of every person or corporation whatsoever, including the parties hereto and their employees that may arise, occur, or grow out of any acts, actions, work or other activity done by the Bidder, its employees, sub-contractors or any independent contractor working under the direction of either the Bidder or subcontractor in the performance of this contract.

INSURANCE:The successful bidder will maintain such insurance as will protect him and JCC from claim under Workmen's Compensation Acts, and from claims for damage and/or personal injury, including death, which may arise from operations under this contract. Insurance will be written by companies authorized to do business in JCC, Alabama and shall include JCC, Alabama as Added Additional Insured including a thirty (30) day(s) written cancellation notice. Evidence of insurance will be furnished to the Purchasing agent not later than seven (7) day(s) after Purchase Order/contract date.

Insurance Minimum Coverage:Contracting party shall file the following insurance coverage and limits of liability with JCC's Risk Management Office and Purchasing Department before beginning work with JCC.

General Liability:$1,000,000 - Bodily injury and property damage combined occurrence$1,000,000 - Bodily injury and property damage combined aggregate$1,000,000 - Personal injury aggregateComprehensive Form including Premises/Operation, Products/Completed Operations, Contractual, Independent contractors, Broad Form property damage and personal injury.Automobile Liability:$1,000,000 - Bodily injury and property damage combined coverageAny automobile including hired and non-owned vehiclesWorkers Compensation and Employers Liability:$100,000 - Limit each occurrenceUmbrella Coverage:$1,000,000 - Each occurrence$1,000,000 - Aggregate

Added Additional Insured:Jefferson County, Alabama30 day(s) written cancellation notice

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MODIFICATION OF AGREEMENT:No modification of award shall be binding unless made in writing and signed by JCC.

WARRANTIES:Bidder warrants that all work will conform with applicable specifications, samples and/or other descriptions given to JCC, and will be free from defects. Without limitation of any rights that JCC may have by reason of any breach of warranty, goods that are not as warranted may be returned at Bidder’s expense for either credit or replacement, as JCC may direct.

PATENT GUARANTEES:Bidder shall, with respect to any device or composition of Bidder’s design or Bidder’s standard manufacture, indemnify and hold harmless JCC, its employees, and agents, from costs and damage as finally determined by any court of competent jurisdiction for infringement of any United States Letters Patent, by reason of the sale of normal use of such device or composition, provided that Bidder is promptly notified of all such actual or potential infringement suits, and is given an opportunity to participate in the defense thereof by JCC.

CANCELLATION:Either party may cancel the award in the event that a petition, either voluntary or involuntary, is filed to declare the other party bankrupt or insolvent or in the event that such party makes an assignment for the benefit of creditor.

TERMINATION OF CONTRACT FOR CAUSE:If, through any cause, the successful Bidder shall fail to fulfill in a timely and proper manner its obligations, or if the successful Bidder shall violate any of the covenants, agreements or stipulations of the award, JCC shall thereupon have the right to terminate the award by giving 30 days written notice to the successful Bidder of such termination and specifying the effective date of termination. In that event, as of the time notice is given by JCC, all products, reports or other materials prepared by the successful Bidder shall, at the option of JCC, become JCC’s property, and the successful Bidder shall be entitled to receive compensation for any satisfactory work completed, prepared documents or materials as furnished. Notwithstanding the above, the successful Bidder shall not be relieved of liability to JCC for damage sustained by JCC by virtue of breach of the award by the successful Bidder for the purpose of set off until such time as the exact amount of damages due JCC from the successful Bidder is determined.

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TERMINATION OF CONTRACT FOR CONVENIENCE:JCC may terminate the award at any time by giving written notice to the successful Bidder of such termination and specifying the effective date thereof, at least thirty (30) working days before the effective date of such termination. In that event, all products, reports, materials prepared or furnished by the successful Bidder or under the award shall, at the option of JCC, become its property. If the award is terminated due to the fault of the successful Bidder, termination of award for cause relative to termination shall apply. If the award is terminated by JCC as provided herein, the successful Bidder will be paid an amount as of the date notice is given by JCC which bears the same ratio to the total compensation as the furnished bear to the total materials covered by the award, less payments of compensation previously made.

LAWS and REGULATIONS:All applicable State of Alabama and federal laws, ordinances, licenses and regulations of a governmental body having jurisdiction shall apply to the award throughout as the case may be, and are incorporated here by reference. A Jefferson County business license may be required before work begins. Any contract executed based on award of this RFP must stipulate that governing law will be the State of Alabama.

ASSIGNMENT:No portion of the proposal or resulting project may be assigned to a third party without the express written consent of JCC.

SUBCONTRACTING:The intention to subcontract any portion of the project to a named entity must be part of the Bidder’s proposal. No portion of the proposal or resulting project may subsequently be subcontracted without the prior written approval of JCC.

FREIGHT CHARGES:If applicable, freight charges are to be included in the quoted price, rather than as a separate item. Shipping shall be quoted as FOB Destination and the shipper maintains ownership until JCC has received, inspected and accepted the goods.

TAXES:Jefferson County is exempt from all tax. Bidder shall be responsible for payment of all sales, use, lease, ad valorem and any other tax that may be levied or assessed by reason of this transaction.

EQUAL OPPORTUNITY:Each Bidder submitting a proposal agrees not to refuse to hire, discharge, promote, demote, or to otherwise discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, sex, national origin, ancestry or physical handicap.

NON-COLLUSION AFFIDAVIT:Each Bidder submitting a proposal shall complete the Non-Collusion Affidavit and include it with its response.

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GUARANTEE:Bidder certifies by bidding, that he is fully aware of the conditions of service and purpose for which items (s) included in this bid are to be purchased, and that his offering will meet the requirements of service and the purpose to the satisfaction of the JCC and its Agent. All copies and contents thereof of any proposal, attachment, and explanation thereto submitted in response to this RFP, except copyrighted material, shall become the property of the JCC. All copyrighted material must be clearly marked in indication of its copyrighted status. JCC shall be held harmless from any claims arising from the release of proprietary information not clearly designated as such by the proposing firm.

POST-PROPOSAL CONTACTS:It is the intent to award the contract to the Bidder deemed most able to meet the present and future requirements of JCC’s functions in accordance with the evaluation criteria specified herein. All post-proposal contacts shall be directed solely to the JCC representative (Scott Stewart). Contact with other members of the evaluation committee is not encouraged unless requested by an authorized representative of the Purchasing Department.

OMISSIONS:A good faith effort has been made by JCC to list all functions or end result services they believe will be required for the fulfillment of the contract as specified. This in no way relieves the successful bidder from its obligation to furnish all products, support personnel, maintenance/support services required to meet the needs of JCC for a fully functional system. Thus, any products/modules/services not specifically requested or proposed by the successful bidder, but are required for proper utilization of the software system as JCC intends, will be furnished at no charge to JCC.

NEWS RELEASE:News released pertaining to this RFP or the service, study, date, or project to which it relates must not be made without prior written approval from JCC, and then only in accordance with the instructions from JCC.

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GENERAL:The issuance of this RFP does not guarantee that any contract will be awarded or that any goods or services will be purchased. JCC reserves the right to reject any or all proposals or parts thereof. JCC reserves the right to withdraw this RFP at any time, without prior notice, and for any reason deemed in the interest of JCC. JCC further reserves the right to waive technicalities and formalities in the proposal where it is deemed advisable in protection of the best interest of JCC. JCC reserves the right to purchase optional services from the successful Bidder, as long as those services are identified in this RFP or amendments thereon. Bidders should list options to the specification and pricing. If Bidder knows of an optional method not listed in the specification, please list the option and the price to accomplish this option. JCC reserves the right to interpret all proposals and waive any ambiguities therein to the best interests of JCC.

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Appendix A - Non-Collusion Affidavit

This Non-collusion Affidavit must be completed and submitted with the Respondent’s proposal.

STATE OF ________________________

COUNTY OF ______________________

I, ________________________________________, representing _________________, upon oath depose and state that neither I, nor anyone in my organization, have employed any person outside of my organization to solicit or procure this contract.

I further depose and state that neither I, nor my organization, will make any payment or agreement of any compensation in connection with the procurement of this contract.

I further depose and state that there is no contract, agreement or arrangement, either oral or written, express or implied, contemplating any division of compensation for services rendered under this contract, or participation therein, directly or indirectly, by any other person, firm, or corporation, except as defined in the proposal.

I further depose and state that neither I, nor anyone in my organization, has either directly or indirectly entered into any agreement, participated in any collusion or otherwise taken any action in restraint of free competitive bidding in connection with this contract.

Signed: ______________________________________

Title: ______________________________________

Subscribed and sworn before me this _____day of _____________________, 2008

Notary: _____________________________

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Appendix B - EXECUTION OF OFFER

DATE: _______________

In compliance with this RFP, and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all commodities or services at the prices quoted.

By executing this offer, bidder affirms that he/she has not given, offered to give, nor intends to give at anytime hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to sign the offer, or signing it with a false statement, shall void the submitted offer or any resulting contracts, and the bidder may be removed from all supplier lists.

By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the firm, corporation, partnership, or institution represented by the bidder or anyone acting for such firm, corporation, or institution has violated the antitrust laws of this State or the Federal antitrust laws, nor communicated directly or indirectly the offer made to any competitor or any other person engaged in such line of business.

Failure to manually sign proposal shall disqualify it. The person signing the proposal should show title or authority to bind his/her firm in contract. Enter this number in the spaces provided on the Execution of Offer. If this number is not known, complete the following:

This offer consists of pages number (1) through

Payee Identification Number (PIN):

Sole Owner should also enter social security No.:

Proposer/Company:

Signature (BLUE INK Preferred):

Name (Typed/Printed):

Title:

Street:

City/State/Zip:

Telephone No.:

Fax No.:

THIS SHEET MUST BE COMPLETED, SIGNED, AND RETURNED WITH RESPONDENT’S PROPOSAL. FAILURE TO SIGN AND RETURN THIS SHEET MAY RESULT IN THE REJECTION OF YOUR PROPOSAL.

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Appendix C - RESPONDENT’S QUESTIONNAIRE

The Respondent recognizes that in selecting a supplier, JCC shall rely, in part, on the answers provided in response to this appendix. Accordingly, Respondent warrants to the best of its knowledge that all responses are true, correct and complete. JCC reserves the right to confirm this information listed below and shall be free from any liability to respondent for conducting such inquiry.

Company Profile

a. Number of Years in Business: ___________________________

Type of Operation: Individual Partnership Corporation Government

Number of Employees: ________________________ (company wide) Number of Employees: ________________________ (servicing location)

b. Is your company currently for sale or involved in any transaction to expend or to become acquired by another business entity? If yes, please explain the impact both in organizational and directional terms.

c. Provide any details of all past or pending litigation or claims filed against your company that would negatively impact your company’s performance under an agreement with JCC.

d. Is your company currently in default on any loan agreement or financing agreement with any bank, financial institution, or other entity. If yes, specify date(s), details, circumstances, and prospects for resolution.

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