ELECTRONIC REDACTION SOFTWARE/SERVICES...A response must include the necessary consulting services...

REQUEST FOR PROPOSALS

ELECTRONIC REDACTION SOFTWARE/SERVICES

I. REQUEST FOR PROPOSALS

A. Defined. The State of Minnesota –State Court Administrator’s Office (SCAO) is using a competitive selection process (referred to herein as the “Request for Proposals” or “RFP”) to select one or multiple vendor(s) to provide a statewide electronic redaction solution for the Minnesota Judicial Branch. This is a Request for Proposals that could become the basis for negotiations leading to a contract with a vendor to provide services described in this document.

B. Right to Cancel. The state is not obligated to respond to any proposal submitted, nor is it legally bound in any manner whatsoever by the submission of a proposal. The state reserves the right to cancel or withdraw the request for proposals at any time if it is considered to be in its best interest. In the event the request for proposals is cancelled or withdrawn for any reason, the state shall not have any liability to any proposer for any costs or expenses incurred in conjunction with this request for proposals or otherwise. The state also reserves the right to reject any or all proposals, or parts of proposals, to waive any informalities therein, and to extend proposal due dates.

II. PROJECT OVERVIEW

A. Minnesota Judicial Branch (MJB). The MJB has 10 judicial districts with 319 district

court judgeships, 19 Court of Appeals judges, and seven Supreme Court justices. The MJB is governed by the Judicial Council, which is chaired by Lorie S. Gildea, Chief Justice of the Minnesota Supreme Court. The Minnesota Judicial Branch is mandated by the Minnesota Constitution to resolve disputes promptly and without delay. For more information please visit www.mncourts.gov.

B. State Court Administrator’s Office. Working under the direction of the Judicial Council, the State Court Administrator’s Office (SCAO) provides leadership and direction for the effective operations of MJB, as well as central infrastructure services. SCAO plans for statewide Judicial Branch needs, develops and promotes statewide administrative practices and procedures, oversees the operation of statewide court programs and strategic initiatives, and serves as a liaison with other branches of government.

http://www.mncourts.gov/

C. Background. SCAO is seeking a new statewide application or technical solution that will provide for the electronic review and redaction of documents filed in court cases and submitted via the Minnesota Judicial Branch’s electronic filing system (Odyssey File and Serve, “eFS”), via computer integrations, as well as scanned/imaged paper documents submitted for filing. The proposed electronic redaction solution (or “eRedaction”) must comply with applicable Minnesota court rules, state and federal laws, policies, and the Americans with Disabilities Act. The application must be able to review both scanned/imaged paper documents and electronically submitted documents, locate non-public information on those documents, and apply redactions to that information, with the ability to assess accuracy of the solution. The application must also integrate with the courts’ statewide case management system, Odyssey. Specific project requirements must be met, as outlined in Section III, below, and Appendix VIII. One or more vendors could be responsible for delivering, implementing and supporting the full solution.

III. ELECTRONIC REVIEW AND REDACTION SOLUTION

A. Project Goal. MJB’s overall objective is to find a technical solution that will review all submitted documents and locate certain non-public information and data, allow court staff to review those identified documents, and choose whether or not to approve application of electronic redaction of the identified non-public information and data on those documents.

B. Project Approach. SCAO seeks highly skilled vendor(s) to deliver, implement and support electronic redaction. Upon submission of proposals, SCAO personnel will review and evaluate submissions, and present proposals and recommendations to the Judicial Council, the governing body for the Minnesota Judicial Branch. The Judicial Council will determine whether to move forward with the project, scope of engagement, and selection of the vendor(s). If selected, the vendor(s) will work with SCAO staff, including a project manager and team of subject matter experts, who will oversee execution of the project and efforts, and sign off on the project requirements and deliverables.

C. Application Requirements. MJB is seeking electronic redaction implementation vendor(s) that can offer a licensing, maintenance, and implementation service cost reply for five (5) years, with preference given to replies that defer maintenance expenses until full and successful implementation of the software package. MJB will negotiate the starting point of maintenance, as well as the effective date/purchase date of the contract for purchase of the software. MJB seeks replies that include a multi-year licensing payment arrangement. Note: Licensing models must also include development and staging environments, with associated costs if applicable.

MJB is seeking an eRedaction solution that complies with the requirements as specified in Appendix C.

The proposed solution must be able to electronically review documents, accurately identifying documents containing non-public information and data, allow SCAO and Judicial District personnel to review those identified documents, and the ability to apply (or not apply) the proposed automatic redactions to a document. A response must include the necessary consulting services to install and implement an electronic redaction solution. Expected services include, but are not limited to, project administration, software installation and certification, system configuration, code enhancements, interface and report development, system and parallel testing, disaster recovery planning (if this is a software as a service solution), and training of SCAO and Judicial District personnel users of the new eRedaction software. A more expanded scope of work and deliverables can be found in Appendix B.

IV. SUBMISSION REQUIREMENTS. A. General Requirements – each response must include the following or it may

be excluded from moving through to the next phase of response scoring: 1. Certificate of Insurance. Each proposal shall contain acceptable evidence

of compliance with the workers' compensation coverage requirements of Minnesota Statute § 176.181, subd. 2. Vendor’s RFP response must include one of the following: (1) a certificate of insurance, or (2) a written order from the Commissioner of Insurance exempting you from insuring your liability for compensation and permitting him to self-insure the liability, or (3) an affidavit certifying that you do not have employees and therefore are exempt pursuant to Minnesota Statutes §§ 176.011, subd. 10; 176.031; and 176.041. See Section of the sample State contract in Appendix III for details on additional insurance requirements that must be provided upon request of the State.

2. Affirmative Action Certification. If the vendor’s proposal exceeds

$100,000.00, the RFP response must include a completed Affirmative Action Statement and Certificate of Compliance, which are attached as Appendix I.

3. Non-Collusion Affirmation. Vendor must complete the Affidavit of Non-

Collusion (Appendix II) and include it with its RFP response.

4. Contract Terms – acknowledgment of a and b. The State’s proposed contract templates are set forth in Appendix III (Product and Services Contract), Appendix IIIa (Product and Services Change Order Contract), Appendix IIIb (Maintenance and Support Contract). No work can be started until a contract (and where necessary a subcontractor participation agreement), in a form approved by the State Court Administrator’s Legal Counsel Division, has been signed by all necessary parties in accordance

with state court procurement and contract policies. The templates included in the appendices are sample forms and are not to be interpreted as offers.

a. By submitting a response to this RFP, Vendor accepts the standard

terms and conditions and contract set out in Appendices III, IIIa and IIIb, respectively. Much of the language included in the standard terms and conditions and contract reflects requirements of Minnesota law.

b. Vendors requesting additions or exceptions to the standard terms and conditions or contract terms shall submit them with their response to the RFP. A request must be accompanied by an explanation why the exception is being sought and what specific effect it will have on the Vendor’s ability to respond to the RFP or perform the contract. The State reserves the right to address nonmaterial requests for exceptions to the standard terms and conditions and contract language.

c. The State shall identify any revisions to the standard terms and

conditions and contract language in a written addendum issued for this RFP. The addendum will apply to all Vendors submitting a response to this RFP. The State will determine any changes to the standard terms and conditions and/or contract.

5. Evidence of Financial Stability. Vendor’s RFP must provide evidence of

Vendor’s financial stability as an indicator of Vendor’s ability to provide services irrespective of uneven cash flow.

6. Vendor Security Compliance Questionnaire. Vendor’s RFP must provide evidence of vendor’s security measures as an indicator of vendor’s ability to provide security for Minnesota Judicial Branch records. A completed Appendix V must accompany each vendor response. The Yes, No and N/A responses from each vendor’s completed security questionnaire will be considered publicly accessible. See Appendix IV.

7. Financial Stability-Related and Security Measure-Related Trade

Secret. MJB rules of public access permit vendors to submit evidence of financial stability, as well as evidence of security measures, as trade secret information according to the following:

a. The evidence of vendor's financial stability or security measures must

qualify as a trade secret under Minn. Statute § 325C.01 or as defined in the common law;

b. The vendor submits the evidence of vendor's financial stability or security measures on a separate document (but as part of their

complete submission) and marks the document(s) containing only the evidence-of-vendor's-financial-stability or the evidence-of-vendor's-security-measures as "confidential;”

c. The evidence-of-vendor's-financial-stability or evidence-of-vendor's-security-measures is not publicly available, already in the possession of the MJB, or known to or ascertainable by the MJB from third parties.

Except for financial stability-related or security measures-related information submitted in accordance with this section, do not place any information in your proposal that you do not want revealed to the public. The yes/no/N/A responses in the security questionnaire will be considered publicly accessible. Proposals, once opened, become accessible to the public except for financial stability or security measures information submitted in accordance with this section. Please also note that if a vendor’s proposal leads to a contract, the following information will also be accessible to the public: the existence of any resulting contract, the parties to the contract, and the material terms of the contract, including price, projected term and scope of work.

8. Equal Pay Certification. The Equal Pay Certification (EPC) requirement for vendors was signed into law in May of 2014. If a vendor proposal is estimated at $500,000.00 or more, the vendor must complete the EPC with the MN Department of Human Rights and attach a copy of that certification to the response (see appendix V). For more information on the EPC see the Minnesota Department of Human Rights website at: https://mn.gov/mdhr/certificates/apply-renew/

9. Conflict of Interest Statement. A written statement acknowledging

whether or not there is a conflict of interest. See Appendix VI, Conflict of Interest Disclosure Form.

B. Project-Related Submission Requirements; each response must include the following or it may be excluded from moving through to the next phase of response scoring: 1. A cover sheet including vendors’ contact information, email address,

business address, and phone numbers. Cover sheet should include signature lines and must be signed by, in the case of an individual, by that individual, and in the case of an individual employed by a firm, by the individual and an individual authorized to bind the firm

2. A response that incorporates responses to the listed scope and deliverables in Appendix B, and completion of the Response Matrix in both Appendix C and Appendix D.

https://mn.gov/mdhr/certificates/apply-renew/

3. Cloud Computing. All responses must provide a statement as to whether

the proposed eRedaction solution is an on-premises solution, a cloud-based solution, or combination thereof. Preference will be given to on-premises solutions; however, vendors may submit responses that include cloud-based solutions. Vendors providing cloud based solutions may be required to provide SOC2 upon request. All responses must indicate whether Minnesota Judicial Branch data will be stored, processed, and transmitted inside or outside the continental United States, and whether the location of hosting, monitoring and support of the solution and services are located inside or outside the continental United States.

4. At least three (3) general client references with appropriate contact

information that the vendor has performed work for in the past three (3) years and that can attest to vendor ability to complete work as stated;

5. Information pertaining to any previous engagement vendor has had with the State including: contract date, and State contact.

C. PROPOSAL EVALUATION.

A. The State will evaluate all complete proposals received by the deadline. Incomplete proposals, late proposals, or proposals sent to any other address will not be considered. In some instances, an interview or demonstration may be part of the evaluation process.

B. Proposals will be evaluated strictly by the general submission requirements and project specific requirements as outlined in Section IV, A & B.

C. The State reserves the right to determine, at its sole and absolute discretion, whether

any aspect of a proposal satisfactorily meets the criteria established in this RFP. D. The State reserves the right to request additional information from Vendors during

any phase of the proposal evaluation process. During the evaluation and selection process, the State may require the presence of Vendor’s representatives at a vendor conference. During a vendor conference, a vendor may be asked to provide a demonstration of the product and/or to answer specific questions. Vendors are required to travel at their own expense to for the demonstration of the product and answer questions. Notification of any such requirements will be given as necessary.

E. The State may elect not to award a contract to any Vendor based on their response

to this RFP, and will not pay for the information solicited or obtained. The information obtained will be used in determining the alternative that best meets the needs of the State.

V. SUBMISSION OF PROPOSALS. A. Proposal Timeline.

1. Posting Date on State MJB Website MJB Court Public Website - Public Notice:

Friday, April 3.

2. Questions Due: April 17, 2020.

3. Answers Posted: May 1, 2020.

4. Proposal Submission Deadline: 4:00 pm Friday, May 22, 2020.

5. Subsequent approval and MSA contracts established as soon thereafter as possible.

B. Amendments. Any amendments to this RFP will be posted on the MJB website.

C. Questions. All questions about this RFP must be submitted in writing via email to

the following address [email protected], no later than April 17, 2020. Other court personnel are not allowed to discuss the Request for Proposals with anyone, including responders, before the proposal submission deadline.

D. Answers to Questions. Timely submitted questions and answers will be posted on the Judicial MJB website by the end of the day on Friday May 1, 2020 and will be accessible to the public and other proposers.

E. Sealed Proposal and Submittal Address. Your proposal must be submitted in writing by 4:00 pm Friday, May 22, 2020 in a sealed envelope to: Ann Peterson Sr. Project Manager State Court Administrator’s Office 25 Rev. Dr. Martin Luther King Jr. Blvd. St. Paul, Minnesota 55155 The submission must include both one (1) paper copy and one (1) electronic PDF copy on a flash drive. No facsimile or email submissions will be accepted. Proposals delivered in person to State Court Administration should be presented to the First Floor receptionist and date/time stamped by the receptionist.

F. Signatures. Your proposal must be signed by, in the case of an individual, by that individual, and in the case of an individual employed by a firm, by the individual and an individual authorized to bind the firm. This can be done on vendor informational cover sheet as stated in Project Related Submission Requirements.

http://www.mncourts.gov/?page=32&Itype=notice

mailto:[email protected]

G. Ink. Prices and notations must be typed or printed in ink. No erasures are

permitted. Mistakes may be crossed out and corrections must be initialed in ink by the person signing the proposal.

H. Deadline; Opening; Public Access. Proposals must be received no later than Friday, May 22, 2020. Proposals will be opened the following business day and once opened become accessible to the public except financial stability information submitted as a trade secret in accordance with the instructions in this RFP and except for security measures information submitted in accordance with the instructions in this RFP. Do not place any information in your proposal that you do not want revealed to the public (except for financial security and security measures information as expressly described above). All documentation shipped with the proposal, including the proposal, will become the property of the State.

I. Late Proposals. Late proposals will not be accepted or considered. J. Selection Timeline. Vendor selection will be completed as soon as possible,

subject to review and approval by the Minnesota Judicial Branch’s Judicial Council.

APPENDIX A

MJB Summary of Submission Requirements

Each response MUST include all items listed in both the General Requirements and Project-Related Submission Requirements. If a response is missing any of these requirements, it may not be considered. You will be notified by rejection letter if your response is missing any of these items.

Please see the Section IV. Submission Requirements A. and B. for the details of each item listed below:

A. General Requirements 1. Certificate of Insurance. 2. Affirmative Action Certification. 3. Non-Collusion Affirmation. 4. Contract Terms – acknowledgment. 5. Evidence of Financial Stability.

6. Equal Pay Certification

7. Conflict of Interest Statement

B. Project-Related Submission Requirements

1. Cover sheet

2. Response regarding meeting Section III and responses to additional information

as noted in Section IV.B 2 3. Cloud computing response as noted in Section IV.B.3 4. Three (3) client references. 5. All previous engagements Vendor has had with the State including: contract date

and state contact

1

APPENDIX B

The selected software and implementation vendor will offer a software licensing, maintenance, and implementation service cost reply for 5 years. Preference will be given to replies that defer maintenance expenses until full and successful implementation of the software package. If approved by the Minnesota Judicial Council, MJB will seek to negotiate the starting point of maintenance, as well as the effective date/purchase date of the contract for purchase of the software. MJB seeks replies that include a multi-year licensing payment arrangement.

RFP response must include the necessary consulting services to install and implement electronic document software application package. Expected services include, but are not limited to, project administration, software installation and certification, system configuration, code enhancements, interface and report development, system and parallel testing, disaster recovery planning, and training of SCAO and Judicial District personnel users of the new electronic redaction software.

In addition to the items listed above, the minimum qualifications for an implementation partner are:

• The vendor must have successfully and fully-implemented and electronic document redaction

solution for other court or judicial systems, or for large law firm or other large private entity; • The vendor must be able to provide experienced consultants in the electronic redaction solution

implementation and operation arena; • The vendor must provide specific costs (per page, per document, per user, etc.) and be deliverables-

based fixed price solution that includes, but not limited to, percentage of confidence, error-rate percentages, quality control solutions. Proposers that do not detail specific costs may be considered non-responsive; and

• Any vendor not meeting the minimum qualifications may not be considered for further evaluation.

Respondents must complete the Response Matrix (see next page) by answering each of the explaining how they will meet each deliverable.

Response Matrix

ID

Deliverable

Respondent’s Explanation/Description

D.1. Network and Hardware Needs • Provide details of the minimum network capabilities and

hardware needed for the SCAO to implement the electronic redaction solution

D.2. Software Licensing Cost • Provide details of one-time software licensing fees (payable

over a multi-year period) and per-year licensing fees for the purchase of a perpetual license to enable the functionality of the electronic document redaction solution.

• Provide replies for effective date of purchase, along with replies for liquidated damages in the event of failure(s) that prevent timely product utilization.

D.3.

Software Support and Maintenance Cost for a Period of 5 Years • Provide details of 5-year maintenance fees along with replies for

deferral of maintenance cost. • Provide details of vendor plans to support future

changes by the Minnesota Supreme Court or Minnesota legislature which may require software modifications.

D.4. SCAO acquisition and operating costs for a period of 5 years (other than technology and services provided through vendor) • Hardware and operating software • SCAO Technical Support Personnel

D.5. Conduct installation and certification of the electronic redaction software solution at SCAO’s site(s).

D.6. Provide on-going project management throughout the electronic redaction implementation to ensure implementation is on time, that all contracted functionality is fully functional, and that sufficient end-user training has been completed on a timely basis.

D.7. Follow SCAO agreed-upon project Change Management and Issue Management processes.

D.8. Configure electronic redaction security for appropriate access by user roles.

D.9. Assure the implementation provides secure and reliable systems, with documentation for SCAO Cyber Security staff that is easy to use and maintain.

D.10. Implement system functionality that provides user access, including user ability to review and process electronic document redactions and to directly access all applicable data at that user’s applicable

security level.

D.11. Enhance application code to comply with all applicable Minnesota law at go-live.

D.12. Conduct all phases of software testing to ensure delivery of a fully functioning system including, but not limited to, unit, system, integration, stress, and parallel testing.

D.13. Create and deliver end-user training documentation satisfactory to SCAO and written specifically the way the software will work in our environment and easily understood by the end users, no later than the beginning of the end-user training phase of the project.

D.14. Deliver complete and robust procedural user manuals for use by SCAO functional staff.

D.15. Deliver complete and robust system administration and support documentation for use by the SCAO’s I.T. staff.

D.16. Conduct disaster recovery planning, develop and deliver disaster recovery documentation, and successfully conduct testing of system failover to the disaster recovery site.

D.17. Transfer technical and functional knowledge via training sessions and thorough documentation methods, to allow SCAO staff to support and maintain these systems on an on-going basis.

Appendix C Business Requirements Respondents must complete the Response Matrix to indicate whether each of the business requirements is existing to the core product, could be implemented with additional development or is unable to be met by the solution. If a requirement is able to be met via the core product or additional development, an explanation of how is required.

Definitions Term Definition Case Management System Tyler Technology’s Odyssey Case Manager Courthouse System Tyler Technology’s Odyssey Portal used for public viewing of documents from courthouse terminals. This provides

greater access than the Remote (future) System is expected to. Data Requiring Special Handling Information that can be found in documents, which is not a Restricted Identifier, but is restricted per Minnesota CAP

110.41 1. Pornography as defined in Minn. Stat. §§ 617.241 (obscenity) and 617.247 (possession of pornographic work

involving minors) 2. In juvenile protection cases

a. The identity of any reporter of abuse or neglect b. The identity of a minor victim or, for documents filed on or after October 1, 2016, minor perpetrator,

of an alleged or adjudicated sexual assault c. Name, address, home, or location of any shelter care or foster care placement when the child is

currently placed there, except in documents consenting to adoption or transferring permanent legal and/or physical custody to a foster care provider or relative;

d. An indication that any person has undergone HIV testing, or any reference to any person’s HIV status e. Official transcript of testimony taken during portions of proceedings closed by the presiding judge f. Audio or video recordings of a child alleging abuse or neglect of any child g. Victims’ statements h. Medical records, chemical-dependency evaluations and record, psychological evaluations and records,

and psychiatric evaluations and records i. Portions of photographs that identify a child (displays a child’s face or other identifying features) j. Records the court in exceptional circumstances has deemed inaccessible to the public through a

protective order issued under Minn. R. Juv. Prot. P. 8.07 k. Notice of change of foster care placement l. Notice of pending court proceedings provided to an Indian tribe by social services m. Signature pages of foster parents or children whose identities are confidential

Document Management System Tyler Technology’s Odyssey Task Manager

Document Security Type Configuration in Odyssey Case Manager, which is applied to each document and used to control who, and what applications, a document is visible in

Document Type Configuration in Odyssey Case Manager, which is applied to each document and used to distinguish documents from each other

Electronic Filing System Tyler Technology’s Odyssey File & Serve (OFS) Government Partner System Minnesota Government Access (MGA) Hearing Officer’s System Tyler Technology’s Clerk Edition Internal Users Minnesota (non-customer) staff that interact with documents (e.g. court staff and judges) Judge’s System Minnesota developed Judge’s access system - Benchworks Remote (future) System Minnesota plans to have a system, which will allow customers to retrieve documents remotely, without having to

access a court location Restricted Identifiers Numerical information that can be used to identify a person and is documented in Minnesota CAP 110.41 as restricted

1. A complete or partial employer identification number or taxpayer identification number 2. A complete or partial social security number 3. A financial account number other than the last four alpha-numeric characters

Sensitive Information Restricted Identifiers and Data Requiring Special Handling System The new system(s) Minnesota is seeking to use for providing review and redaction capabilities Flagged When the system identifies (using Minnesota defined criteria) documents, and information within them, as needing

staff review and potential redaction.”

Response Matrix ID Business Requirement Requirement Satisfaction Method How will the requirement be met?

(Required if Core or Additional Development selected) Core Additional Development

Unable to Satisfy

General BR.1 Minnesota needs a system to provide an

automated process, to identify and flag documents requiring internal user review

BR.2 System must provide internal users a method of reviewing documents flagged for review

BR.2.a Internal users must be able to see, in the document, what specific contents the system flagged for review.

ID Business Requirement Requirement Satisfaction Method How will the requirement be met? (Required if Core or Additional Development selected) Core Additional

Development Unable to

Satisfy BR.2.b Internal users must be able to see what

reason(s) the system used to flag the information.

BR.2.c Internal users must be able to decide whether or not each piece of flagged information needs to be redacted or left intact.

BR.2.d Internal users need to be able to select information not flagged by the system, and redact it.

BR.2.e System must inherit identity and access management permissions from Minnesota’s case management system.

BR.2.f Internal users need to be able to indicate when their review is complete, so the system creates the redacted version of the document (assumes internal user approved at least one redaction)

BR.3 System must have the capability to identify documents for review across multiple methods of generation, including those:

BR.3.a Filed online using the electronic filing system

BR.3.b Scanned (paper copies) into the case management system

BR.3.c Uploaded directly to the case management system, via the case management system interface

BR.3.d Generated from within the case management system

BR.3.e Added to the case management system via integrations with other systems Multiple integrations exist and Minnesota must be able to define, for each, whether or



Satisfy not review/redaction flagging is required (as opposed to allowing documents to just be added).

BR.3.f Added via workflow to the case management system via the document management system

BR.3.g Existing documents, on an ad-hoc basis, that are already in the case management system

BR.4 System must provide internal users a method to accept or reject any non-ad-hoc document flagged for review, before it is added to the case management system.

BR.4.a If an internal user rejects the document, then it must not be loaded into the case management system, so it is not included as part of the case record

i. System needs to maintain an audit trail

for why the document was rejected and context around it (e.g. who and when rejected the document).

BR.4.b If an internal user accepts the document, then the original (and any corresponding redacted document) must be loaded into the case management system. This process must follow any existing processes for managing the original document (e.g. assigning document type and document security)

BR.5 System must have the capability to identify documents for review for both new case initiation as well as subsequent filings



Satisfy BR.6 System needs to provide internal users the

ability to resubmit an original document for redaction, which has previously been redacted, to apply new redaction (either because of changes to rules or user discretion)

BR.7 System must be compatible with both Minnesota created forms and customer created documents (potentially unstructured)

BR.8 System must be compatible with typed documents

BR.9 System must be compatible with handwritten documents

BR.10 System must be able to process documents of standard types ( e.g. .tiff, PDF, and MSWord file formats)

BR.11 System must meet ADA compliance standards.

BR.12 System must provide Minnesota the ability to generate reports. i. Reports can be housed within the system

(either stock or Minnesota designed) AND/OR

ii. Reporting data can be made accessible to Minnesota, which Minnesota can use to create their own reports using a third party application

Identification BR.13 Minnesota must be able to define and

redefine (as needed) what information the system will flag, within documents, for review. At the time of this writing, this includes:



Satisfy BR.13.a Identification numbers (complete or partial)

such as Employer identification numbers, Taxpayer identification numbers and Social Security Numbers

BR.13.b Financial account numbers (See Sample Financial Account Numbers. at the end of this document for details)

BR.14 Minnesota must be able to define and redefine (as needed) criteria, in addition to and independent of document contents, which will control whether or not a flag for review is triggered. Example: Exclude documents for cases with a Sealed case security.

BR.14.a System needs to follow the review/redaction rules that were in place at the time the document was filed Example: If a new Restricted Identifier was not a restricted Identifier at the time the document was filed, then the system must not flag the new identifier when a user triggers the review/redact process. Note: Rule changes typically occur effective from a point forward

BR.14.b System needs to provide a method for identifying what redaction rules were in place at the time a document was redacted

BR.15 System must provide a method for handling corrections to criteria for identifying documents for review/redaction Example: During initial setup, Minnesota does not define a Restricted Identifier as a



Satisfy trigger for review/redaction. After correcting the definitions to include the missed identifier, the system must apply that across any applicable documents flagged for review (newly created documents or existing documents submitted ad-hoc).

Storage BR.15.a Internal Users must be able to identify that

the document has been redacted

BR.15.b Internal users must be able to tell which original document a redacted version of a document was generated from in the case management system.

BR.15.c Redacted document must be able to have a different Document Security assigned to it, relative to the original document Note: This is necessary because nearly all downstream systems providing document access leverage Document Securities to control access

BR.15.d Redacted document must be linked to an event

BR.16 System must provide an audit trail for redacted documents.

BR.16.a The audit trail must include what was redacted from the original document.

BR.16.b The audit trail must include the reason or rule for the redaction.

BR.16.c The audit trail must include when the document was redacted.

BR.16.d The audit trail must include the rules that were in effect at the time of the redaction.

BR.17 Process must not invalidate any electronically verified signatures on the original document.



Satisfy Security BR.18 System must ensure underlying data and

metadata cannot be retrieved from a redacted document by any user

BR.19 System must support encryption of data in rest and in transit.

Sample Financial Account Numbers Number Type Financial Account?

(Yes/No) Annuity contract number Yes Billing number from a service provider (medical facility account, fuel oil account, telephone account, etc.)

Yes

Certificate of deposit or stock certificate number Yes Credit account number Yes EBT card numbers Yes Employer identification number (complete or partial), including Federal employee identification number

Yes

Frequent flyer account number Yes Insurance policy number uniquely associated with the policy holder

Yes

Loan, savings, or checking account number Yes Medicaid recipient ID (MMIS) Yes Money order numbers Yes Number from a charged-off credit or debit account Yes Retirement account number Yes Social Security claim number (complete or partial) Yes Social Security number (complete or partial) Yes Student ID number (students of all ages) Yes Taxpayer identification number (complete or partial) Yes Treasury direct account number Yes

Veteran Affairs (VA) identifying number Yes Alien registration number No Another agency’s case number (county attorney, child support, etc.)

No

CUSIP (Committee on Uniform Securities Identification Procedures)

No

Insurance claim number No Insurance group ID number No Invoice number No Lease number No Mortgage identification number (MIN) No Patient ID No Professional license number No Property tax ID number No Series EE bond serial number No SSIS (Social Services Information System) No Vehicle title number No WID (worker identification) number – used by MN Department of Labor and Industry and is associated to workers compensation claims.

No

APPENDIX D Questions for RFP Respondents Respondents must complete the Response Matrix by answering each of the questions provided.

RESPONSE MATRIX

ID

Question

Respondent’s Explanation/Description

Cost Q.1 What is the cost structure of the product (e.g. licensing, volume

reviewed, volume redacted, other)?

Q.2 What options (with cost breakdowns) are available for handling backfiled (already existing) documents within the Case Management system?

Identification Q.3 Does the system identify items to review based on document

content, case management system information or a combination of both?

Q.4 Does the system have a method for identifying sensitive information that may not be easily recognized within a document? Examples include: a. Identity of any reporter of abuse or neglect b. Identity of a minor victim of an alleged or adjudicated sexual

assault (requires knowing if an applicable charging statute is present on the case)

c. Identity of a minor perpetrator of an alleged or adjudicated sexual assault

d. Name, address, home or location of any shelter care or foster case placement

e. Any indication that any person has undergone HIV testing f. Any reference to any person’s HIV status

Q.5 Does the system support using information from Minnesota’s case management system to flag documents for review? Examples include: a. Document Security Type assigned to the document b. Document Type assigned to the document c. Case Type the document is being added to d. Case Security Type of the case the document is being added to e. Event Type the source document is/will be linked to

f. Party Type g. Charge h. Statute

Q.6 How does the system handle changes to the logic used to identify documents for review? This includes: a. Court rule changes that are effective as of a specific date b. Business rule changes that are effective regardless of date

Q.7 When redaction rules are changed, how would a redaction system be able to examine all existing files and identify new responsive documents and where redaction may now be necessary?

Q.8 Does the redaction system identify and redact both horizontal and vertical text?

Q.9 Does the redaction system determine if a document is in a language other than English, and if so, can it be OCR’d and/or redacted?

Q.10 Does the redaction system identify and provide redaction of images (photos) in driver’s licenses, passports, or identification cards?

Monitoring Q.11 What reporting is available for the solution? Q.12 Does the redaction system provide a forensic audit trail of redactions

and any subsequent redactions made to a document? If so, what information is stored and made available?

Q.13 What type of accuracy rates can your solution achieve? Include breakdowns how that rate is determined.

Q.14 What type of monitoring of redaction system accuracy is available to ensure successful redaction rates are achieved? What methodology is used do this?

Scope Q.15 Do you anticipate a pilot and if so, what would you expect it to look

like?

Q.16 What functionality does the system offer beyond just redaction (e.g. data mining, reporting, etc.)?

Technical Q.17 What internet browsers does the solution support? Q.18 How would a redaction system work with third party OCR

applications? Q.19 Is data/meta data gathered by the system (e.g. audit history)

housed by Minnesota or by the Vendor? Is the data/metadata stored beyond the redaction process?

Q.20 Is the system cloud based, non-cloud based, or does Minnesota decide the implementation method? Is there a cost difference associated with method chosen?

Q.21 How would a redaction system estimate allocations for future storage needs?

Q.22 How would a redaction system allow the processing of jobs to be configurable in size, timing, and duration in order to prevent redaction processing from impacting database performance during business hours?

Q.23 What incoming file types (e.g. tiff, PDF, etc.) does the solution support?

Q.24 What file type (e.g. tiff, PDF, etc.) is a redacted version of a document returned as?

Q.25 How are documents with electronic signatures, which require redaction, handled?

Q.26 What methods does the system employ (e.g. Artificial Intelligence) to improve accuracy over time?

Q.27 What methods does the system employ (e.g. machine learning) to expedite the system’s initial accuracy ramp-up period?

Q.28 What technology would a redaction system use to work with document management systems?

Q.29 What safety procedures (e.g. encryption) are built around data captured by the system?

Q.30 What is the timeline between when an internal user identifies a document needing to be redacted and the redacted version of the document is made available?

Q.31 When an internal user rejects a document within the system, during review, is there a method for notifying the filer? If not, is data available to Minnesota to create our own notifications?

Usage Q.32 Does the solution display information (e.g. case type, case number,

document type, etc.) from Minnesota’s case management system, to provide internal users context, while reviewing flagged documents?

Q.33 Does the system support masking URLs except those on a

Minnesota identified list? Q.34 If the solution cannot meet requirement 4.a, then what alternative

options can you provide?

Q.35 Does the solution support displaying different levels of redaction, so different users are able to see different information, based on their level of authority?

Q.36 How would a redaction system present redacted documents to a web-based user interface?

Q.37 Does the solution support integrating with the case management system to add case events, document securities, document types, and other identifying information for redacted documents?

Q.38 Does the system provide a method for handling on-demand requests for document review and processing? Example: External user attempts to access an existing document, via remote system, which has never gone through the review process (e.g. backfiled document). System submits that document for internal users review and processing, which (based on user decision) may make the document publicly available.

Q.39 How would a redaction system support various user groups such as end-user and technical administrators of the system?

Q.40 At what point(s) in the process are internal users provided the ability to review documents flagged by the system for review?

Q.41 Is the system able to integrate with the electronic filing system’s workflow, to provide identification and internal user review after the external customer submits their filing, but before the internal user processes the filing?

APPENDIX I

Affirmative Action Statement and Certification of Compliance

(Must be submitted with Response)

STATE OF MINNESOTA - AFFIRMATIVE ACTION STATEMENT If your response to the RFP is estimated to exceed $100,000, you must complete the information requested:

BOX A:

1. Have you employed more than 40 full-time employees within Minnesota on a single working day

during the previous 12 months?

YES NO

If your answer is “NO,” proceed to BOX B. If your answer is “YES,” your response will be rejected

unless your firm or business has a Certificate of Compliance issued by the State of Minnesota,

Commissioner of Human Rights, or has submitted an affirmative action plan to the Commissioner of

Human Rights for approval by the time the responses are due for any proposal estimated to exceed

$100,000.

2. Please check one of the following statements:

YES, we have a current Certificate of Compliance that has been issued by the State of Minnesota,

Commissioner of Human Rights. (Include a copy of your certificate with your response.)

NO, we do not have a Certificate of Compliance; however, we submitted an affirmative Action plan

to the Commissioner of Human Rights for approval on . The plan must be approved by the

Commissioner of Human Rights before any designation or agreement can be executed.

NO, we have not submitted a plan. If your plan is not submitted by the time the responses are due,

your response will be rejected.

NOTE: Minnesota designations must have a certificate issued by the Minnesota Department of Human

Rights. Affirmative Action plans approved by the federal government, a county, or a municipality must still

be reviewed and approved by the Minnesota Department of Human Rights for a certificate to be issued.

BOX B:

1. Have you employed more than 40 full-time employees on a single working day during the previous 12

months in a state in which you have your primary place of business and that primary place of business is

outside of the State of Minnesota, but inside the United States?

YES NO

If your answer is “NO,” proceed to BOX C. If your answer is “YES,” the state cannot execute a

designation with your firm or business unless it is in compliance with the Minnesota Human Rights

certification requirements. It is the sole responsibility of the firm or business to apply for and obtain

a human rights certification prior to execution of a designation as applicable. You may achieve

compliance with the Human Rights Act by having either a current Certificate of Compliance issued by the

State of Minnesota, Commissioner of Human Rights, or by certifying that you are in compliance with

federal Affirmative Action requirements.

BOX B (continued):

2. Please check one of the following statements:

YES, we have a current Certificate of Compliance issued by the Minnesota Department of Human

Rights. (Include a copy of your certificate with your response.)

YES, we are in compliance with federal Affirmative Action requirements.

NO, we do not have a current Certificate of Compliance and we cannot certify that we are in compliance

with federal Affirmative Action requirements.

BOX C:

1. If your answers to BOX A (Question 1) and Box B (Question 1) were “NO,” you are not subject to the

Minnesota Human Rights Act certification requirement. Please, however, check one of the following:

NO, we have not employed more than 40 full-time employees within Minnesota on a single working

day during the previous 12 months and we have not employed more than 40 full-time employees on a single

working day during the previous 12 months in the state in which our primary place of business is located.

We are a business with our primary place of business outside of the United States that has not employed

more than 40 full-time employees within Minnesota on a single working day during the previous 12 months.

For further information regarding Minnesota Human Rights requirements, contact the Department of

Human Rights, Compliance Services, 190 East 5th Street, Suite 700, St. Paul, MN 55101; Voice:

651.296.5663; Toll Free: 800.657.3704; or TTY: 651.296.1283. For further information regarding federal

Affirmative Action requirements, call 800.669.4000 or visit its web site at http://www.eeoc.gov/.

By signing this statement, the Proposer certifies that the information provided is accurate.

NAME OF FIRM: _____________________________________________________________

AUTHORIZED SIGNATURE: __________________________________________________

TITLE: ______________________________________________________________________

DATE: _______________________________________________________________________

STATE OF MINNESOTA - AFFIRMATIVE ACTION CERTIFICATION OF

COMPLIANCE

The Minnesota Human Rights Act (Minn. Stat. § 363.073) divides the designation compliance program

into two categories. Both categories apply to any designations for goods or services in excess of

$100,000.

The first category applies to businesses that have had more than 40 full-time employees within Minnesota

on a single working day during the previous 12 months. The businesses in this category must have

submitted an Affirmative Action plan to the Commissioner of the Department of Human Rights prior to

the due date of the response and must have received a Certificate of Compliance prior to the execution of

a designation.

The second category applies to businesses that have had more than 40 full-time employees on a single

working day in the previous 12 months in the state in which they have their primary place of business.

The businesses in this category must have either a current Certificate of Compliance previously issued by

the Department of Human Rights or certify to the STATE that they are in compliance with federal

Affirmative Action requirements before execution of a designation. For further information, contact the

Department of Human Rights, 190 East 5th Street, Suite 700, St. Paul, MN 55101; Voice: 651-296-5663;

Toll Free: 800-657-3704; or TTY: 651-296-1283.

Minnesota businesses must have a current Certificate of Compliance or submitted an affirmative action

plan by the time proposals are due, or their proposal will be rejected.

The STATE is under no obligation to delay the execution of a designation until a business has completed

the Human Rights certification process. It is the sole responsibility of the business to apply for and obtain

a Human Rights certificate prior to execution of a designation, as applicable.

APPENDIX II

STATE OF MINNESOTA AFFIDAVIT OF NON-COLLUSION (Must be submitted with Response)

I swear (or affirm) under the penalty of perjury:

1. That I am the Proposer (if the Proposer is an individual), a partner in the company (if the Proposer

is a partnership), or an officer or employee of the responding corporation having authority to sign

on its behalf (if the Proposer is a corporation);

2. That the attached proposal submitted in response to the _______________________ Request for

Proposals has been arrived at by the Proposer independently and has been submitted without

collusion with and without any agreement, understanding or planned common course of action

with, any other Proposer of materials, supplies, equipment or services described in the Request for

Proposal, designed to limit fair and open competition;

3. That the contents of the proposal have not been communicated by the Proposer or its employees or

agents to any person not an employee or agent (including a partner) of the Proposer and will not be

communicated to any such persons prior to the official opening of the proposals; and

4. That I am fully informed regarding the accuracy of the statements made in this affidavit.

Proposer’s Firm Name: _____________________________________________

Authorized Signature: _____________________________________________

Date: ________________________

Appendix III Product and Services Contract SAMPLE Page 1 of 25

APPENDIX III

STATE OF MINNESOTA PRODUCT AND SERVICES CONTRACT

SAMPLE ONLY; NOT AN OFFER THIS CONTRACT, and amendments and supplements thereto, is between the State of Minnesota, acting through its State Court Administrator’s Office, Information Technology Division, address 145 Minnesota Judicial Center, 25 Rev. Dr. Martin Luther King Jr. Boulevard, St. Paul, Minnesota 55155 (hereinafter "STATE") and _ [insert vendor full legal name and address]___ (hereinafter "CONTRACTOR").

Recitals The STATE, pursuant to Minnesota Statutes 2011, Section 480.15, subdivision 10b, administers and maintains court information systems. The STATE desires ______[insert general description of services]______. The STATE issued a request for proposals (“RFP”) for ______[insert general description of RFP]______, and this Contract is a result of that RFP process. CONTRACTOR (and, where applicable, CONTRACTOR’s STATE approved subcontractor) has experience with the desired product and/or services, and CONTRACTOR represents that it is duly qualified and willing to provide the product and/or perform the services set forth herein.

Contract Based on the mutual agreements, promises, and covenants contained in this contract, it is agreed: I. DUTIES. CONTRACTOR, who is not a STATE employee, shall provide professional

________[insert general description of services]______. Services will be provided based on a _____[insert agreed upon hourly service arrangement]_____hour work week, with meetings and presentations held during core business hours of 9:00 a.m. to 4:00 p.m. Monday through Friday; provided that CONTRACTOR may perform duties outside of core business hours and off-site at CONTRACTOR’S expense (including all necessary off-site equipment, supplies and related costs). All professional services required hereunder shall be furnished exclusively by CONTRACTOR’S [employee __[insert employee’s full legal name] ]/[subcontractor _[insert subcontractor’s full legal name]__, which must first sign a confidentiality, participation and assignment of rights agreement in a form acceptable to the STATE]. CONTRACTOR'S duties include: A. [___insert specific duties here___]; B. [___insert specific duties here___]. The architecture of the application and systems will allow for reasonable future, additional functionality without a complete rewrite.

II. CONSIDERATION AND TERMS OF PAYMENT.

A. Consideration. As consideration for all services performed, transfer of rights, and goods or materials supplied by CONTRACTOR pursuant to this Contract, including all clerical support,


phone support, and related expenses, the STATE shall pay to CONTRACTOR ___[insert agreed upon hourly rate here]___ dollars (US $XXX.XX) per hour. The total obligation of the STATE for all compensation and reimbursements to CONTRACTOR shall not exceed _ [insert total cap amount here]__ dollars (US $XXX.XX).

It is understood that no funds are being encumbered under this contract for travel and related expenses, including parking. To the extent that travel is necessary, the STATE will reimburse CONTRACTOR through its regular non-state employee expense reimbursement process, or arrange to pay directly, for pre-approved airfare, lodging, meals, and ground transportation (“travel and subsistence expenses”); provided, that CONTRACTOR shall be reimbursed for travel and subsistence expenses in the same manner and in no greater amount than provided in the STATE’S current Administrative Policy on Travel and Reimbursement. CONTRACTOR shall not be reimbursed for travel and subsistence expenses unless it has received prior written approval for such expenses from the STATE, and the STATE will separately encumber the necessary funds. The STATE hereby designates <Insert Agent Name> as its agents for approval of such expenses.

B. Terms of Payment. CONTRACTOR shall submit an invoice on the first and fifteenth day of

each month for billable costs incurred by the CONTRACTOR during the immediately preceding one-half month. Payments shall be made by the STATE promptly after CONTRACTOR'S presentation of invoices for services performed and acceptance of such services by the STATE'S authorized agent pursuant to Section VII.

C. Acceptance. Upon written notice from CONTRACTOR that the Deliverables are ready for

STATE review, the STATE shall have ten (10) business days to review the Deliverables. If the STATE does not notify CONTRACTOR within such ten (10)-business day period that the Deliverables are not acceptable, the Deliverables shall be deemed accepted. If the STATE notifies CONTRACTOR within the ten (10)-business day period that the Deliverables are not accepted, CONTRACTOR shall have ten (10) business days to make corrections and resubmit the Deliverables to the STATE for review by written notice, and the STATE shall again have ten (10) business days to review the Deliverables, and this process shall repeat corresponding ten (10)-business day periods until acceptance has occurred, provided, however, that if through no fault of the STATE acceptance has not occurred by [___insert final acceptance date here___], the STATE may cancel this contract and return all draft Deliverables and shall not be obligated to CONTRACTOR for any amounts hereunder.

III. TIME REQUIREMENTS. CONTRACTOR shall comply with all of the time requirements

described in this contract. IV. CONDITIONS OF PAYMENT. All services provided by CONTRACTOR pursuant to this

contract shall be performed to the satisfaction of the STATE, as determined at the sole discretion of its authorized representative, and in accord with the CONTRACTOR'S duties set forth in Section I of this contract and all applicable federal, state, and local laws, ordinances, rules and regulations. CONTRACTOR shall not receive payment for work found by the STATE to be unsatisfactory, or performed in violation of federal, state or local law, ordinance, rule or regulation.


V. TERMS OF CONTRACT. This contract shall not be effective until approved as to form and execution by the STATE’s Legal Counsel Division, and upon such approval the effective date shall be deemed to be ___[insert start date here]___. This contract shall remain in effect until __[insert termination date here]__, unless terminated or cancelled as provided herein.

VI. CANCELLATION.

A. The STATE may cancel this contract at any time, with or without cause, upon thirty (30) days' written notice to the other party. If the contract is canceled under this clause, CONTRACTOR shall be entitled to payment, determined on a pro rata basis, for work or services satisfactorily performed.

B. The STATE may immediately cancel 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. Cancellation must be by written or facsimile transmission notice to CONTRACTOR. The STATE is not obligated to pay for any services that are provided after notice and effective date of termination. However, CONTRACTOR will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The STATE will not be assessed any penalty if the contract is cancelled because of a decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The STATE must provide CONTRACTOR notice of the lack of funding within a reasonable time of the STATE’S receiving that notice.

VII. STATE’S AUTHORIZED REPRESENTATIVE. The STATE'S Authorized Representative for

the purposes of administration of this contract is <Insert Name>, Director, Information Technology Division, or successor in office. Such representative shall have final authority for acceptance of CONTRACTOR'S services and if such services are accepted as satisfactory, shall so certify on each invoice submitted pursuant to Section II.B.

VIII. ASSIGNMENT AND BINDING EFFECT. Except as expressly authorized in this contract,

CONTRACTOR shall neither assign nor transfer any rights or obligations under this contract without the prior written consent of the STATE. This contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any corporation or other legal entity into, by or with which CONTRACTOR may be merged, acquired or consolidated or which may purchase all or substantially all of the business assets of CONTRACTOR.

IX. 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. X. LIABILITY. CONTRACTOR shall indemnify, save, and hold the STATE, its representatives and

employees harmless from any and all claims or causes of action, including all attorney's fees incurred by the STATE, arising from the performance of this contract by CONTRACTOR or CONTRACTOR’S agents or employees. This clause shall not be construed to bar any legal remedies CONTRACTOR may have for the STATE'S failure to fulfill its obligations pursuant to this contract. Without limiting the foregoing, CONTRACTOR’s liability includes liability for the direct and


verifiable costs to recreate any lost or damaged STATE records that are capable of being recreated using commercially reasonable efforts.

XI. STATE AUDITS. The books, records, documents, and accounting procedures and practices of the

CONTRACTOR relevant to this contract shall be subject to examination by the contracting department and the Legislative Auditor for a minimum period of six (6) years from the termination of this contract. Records shall be sufficient to reflect all costs incurred in performance of this Contract.

XII. INDEMNIFICATION.

A. General Indemnity. CONTRACTOR agrees to defend and indemnify the Court or Judicial District and its officers and employees from and against all claims, damages, liabilities, awards, judgments, and settlements against them of whatever nature for damage to tangible property and bodily injury (including death) arising out of CONTRACTOR’s negligence or willful misconduct with respect to the performance of its obligations under this Agreement. This clause shall not be construed to bar any legal remedies CONTRACTOR may have for the Court’s or Judicial District’s failure to fulfill its obligations pursuant to this Agreement.

B. Infringement Indemnity. Notwithstanding Section VII.A., CONTRACTOR hereby agrees to indemnify, defend and hold the Court or Judicial District harmless from and against any and all claims, liabilities, damages, costs and expenses, including, without limitation, fees and disbursements of counsel, incurred by the Court or Judicial District in any action or proceeding between the court or Judicial District and CONTRACTOR or between the Court or Judicial District and any third party or otherwise, arising out of or related to any claim or action for actual or alleged infringement of any patent, copyright, trademark, trade secret or other proprietary right of any third party based upon the Licensed Programs or Equipment furnished to the Court or Judicial District by CONTRACTOR under this Agreement or any related Work Order Contract, or the Court’s or Judicial District’s use thereof as contemplated under this Agreement. In addition to CONTRACTOR'S indemnity obligations set forth in this Section VII, in the event the Licensed Programs and Equipment furnished under this Agreement is held to infringe the rights of any third party, and/or in any case where the Court’s or Judicial District’s use thereof is enjoined, CONTRACTOR shall, at its option and expense, either (a) obtain for the Court or Judicial District the right to continue use of the Licensed Programs and Equipment; or (b) modify the Licensed Programs and Equipment so that it is no longer infringing (provided that such modification does not adversely affect the Court’s or Judicial District’s intended use of the Licensed Programs and Equipment as contemplated under this Agreement); or (c) at no cost to the Court or Judicial District, replace the Licensed Programs and Equipment with equally suitable, non-infringing software and/or equipment; or (d) if none of the foregoing alternatives is commercially reasonable, refund to the Court or Judicial District the license and other fees paid to CONTRACTOR hereunder. This indemnity does not apply to the extent that such a claim is based solely upon modifications to the Licensed Programs made by the Court or Judicial District without the written approval of CONTRACTOR or its


agents or subcontractors or solely upon the unauthorized use of the Licensed Programs by the Court or Judicial District as contemplated by this Agreement.

C. Non-Disclosure Indemnity. Notwithstanding Section VII.A, CONTRACTOR shall indemnify, defend (with counsel satisfactory to the Court or Judicial District), and hold the Court or Judicial District, their representatives and employees harmless from any and all claims, causes of action, damages, losses, settlement amounts, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees incurred by the Court or Judicial District), for any and all claims by Third Parties that are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly and proximately from CONTRACTOR’S violation of the non-disclosure provisions of Section VIII hereof. The Court or Judicial District shall provide CONTRACTOR with prompt notice of any claim for which indemnification may be sought hereunder and shall cooperate in all reasonable respects with CONTRACTOR in connection with any such claim. CONTRACTOR shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing.

D. LIMITATION OF REMEDY. EXCEPT (AS PROVIDED IN SECTIONS VII.B, VII.C, AND VIII.D. OF THIS AGREEMENT, THE COURT'S OR JUDICIAL DISTRICT’S EXCLUSIVE REMEDY AND CONTRACTOR'S ENTIRE LIABILITY IN CONTRACT, TORT OR OTHERWISE SHALL BE THE PAYMENT OF ACTUAL DAMAGES INCURRED, BUT NOT TO EXCEED THREE MILLION DOLLARS.

XIII. CONFIDENTIALITY, DISCLOSURE AND USE.

A. General. CONTRACTOR shall not disclose to any third party (except, where applicable, CONTRACTOR’s STATE approved subcontractor __[insert subcontractor’s full legal name]__, which must first sign a confidentiality, participation and assignment of rights agreement in a form acceptable to the STATE) any information that is both: (1) made available by the STATE to CONTRACTOR in order to permit CONTRACTOR to perform hereunder or is created, gathered, generated or acquired in accordance with this contract; and (2) inaccessible to the public pursuant to the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court, as the same may be amended from time to time. If the CONTRACTOR receives a request to release the information referred to in this Clause, the CONTRACTOR must immediately notify the STATE. The STATE will give the CONTRACTOR instructions concerning the release of the information to the requesting party before the information is released. CONTRACTOR shall not use any information that is made available by the STATE to CONTACTOR in order to permit CONTRACTOR to perform hereunder, or is created, gathered, generated or acquired in accordance with this contract, for any purpose other than performance of this contract.

B. State Programs, Databases, Marks. Without limiting paragraph A, above,

CONTRACTOR agrees to the following:


1. State Programs. The computer application programs made available by the STATE to CONTRACTOR in order to permit CONTRACTOR to perform its obligations hereunder are referred to herein as "State Programs." The STATE is the copyright owner of the State Programs. The combination of ideas, procedures, processes, systems, logic, coherence and methods of operation embodied within the State Programs, and all analysis and design specifications, programming specifications, source code, algorithms, and information contained in technical reference manuals pertaining to the State Programs, are trade secret information of the STATE. The computer operating systems software programs and other third party software licensed by the STATE, and related documentation, made available by the STATE to CONTRACTOR in order to permit CONTRACTOR to perform its obligations hereunder, are subject to claims of trade secret and copyright ownership by the respective licensors and will be treated by CONTRACTOR in the same manner as trade secret information of the STATE. In addition, CONTRACTOR will familiarize itself with and abide by the terms and conditions of the license agreements applicable to such third party software. Without limiting the foregoing, CONTRACTOR may also be required to sign an appropriate confidentiality agreement with the STATE’s software vendor if access to proprietary segments of the MNCIS application are necessary for CONTRACTOR’s work hereunder (A sample of the confidentiality agreement is set forth in RFP Appendix VI Tyler Confidentiality Agreement)).

2. State Databases. The computer databases made available by the STATE to

CONTRACTOR in order to permit CONTRACTOR to perform its obligations hereunder are referred to herein as "State Databases." The STATE is the copyright owner of the State Databases and of all copyrightable aspects and components thereof. All specifications and information pertaining to the State Databases and to their structure, sequence and organization are trade secret information of the STATE. All information contained within the State Databases is sensitive, confidential information and will be treated by CONTRACTOR in the same manner as trade secret information of the STATE. Without limiting any of the foregoing, CONTRACTOR understands and agrees that to the extent that any records made available by the STATE to CONTRACTOR hereunder are publicly-accessible, the STATE retains all rights it possesses in and to such records and CONTRACTOR has no title or ownership rights, including any right to sell, resell, disclose, redisclose, recombine, reconfigure or retain such records except: (i) as expressly required for CONTRACTOR’s compliance with this contract; or (ii) to the extent that it has purchased or obtained the same from the State on the same terms and via the same means and to the same extent as other members of the public.

3. Marks. The STATE claims that the marks “MNCIS,” “CriMNet,” "SJIS," and

"MARS" are trademarks and service marks of the STATE. CONTRACTOR shall neither have nor claim any right, title, or interest in or use of any trademark, service mark, or tradename owned or used by the STATE.

4. Restrictions on Duplication, Disclosure and Use. CONTRACTOR will not,

except as required in the performance of its obligations hereunder, copy any part of


the State Programs or State Databases, prepare any translations thereof or derivative works based thereon, use or disclose any information of the STATE including any trade secret information of the STATE, or use any trademark, service mark, or tradename of the STATE, in any way or for any purpose not specifically and expressly authorized by this contract. As used herein, "trade secret information of the STATE" means any information or compilation of information possessed by the STATE, or developed by CONTRACTOR in the performance of its obligations hereunder, which derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. "Trade secret information of the STATE" does not, however, include information which was known to CONTRACTOR prior to CONTRACTOR'S receipt thereof, either directly or indirectly, from the STATE, information which is independently developed by CONTRACTOR without reference to or use of information received from the STATE, or information which would not qualify as trade secret information under Minnesota law. It will not be a violation of this section for CONTRACTOR to disclose any information received from the STATE pursuant to the order of a court or governmental authority of competent jurisdiction if CONTRACTOR notifies the state immediately upon receipt by CONTRACTOR of notice of the issuance of such an order.

5. Instruction and Affirmation. CONTRACTOR will advise its employees and

permitted subcontractors who are permitted access to any of the State Programs, State Databases, or trade secret information of the STATE of the restrictions upon duplication, disclosure and use contained in this contract. Without limiting the foregoing, prior to assigning any individual to perform services under this contract, CONTRACTOR shall require such individual to complete the Confidentiality and Disclosure of Interest Form attached hereto [Appendix VI, Addendum A, attached to this RFP]. If the STATE believes that any such individual has violated the restrictions upon duplication, disclosure or use contained herein, CONTRACTOR acknowledges that the STATE may immediately disqualify such individual from performing services hereunder, and CONTRACTOR shall ensure that no such disqualified individual shall have any further access to the information of the STATE. CONTRACTOR shall bear the cost of orienting all personnel replacements of CONTRACTOR

6. Proprietary Notices. Without limiting the foregoing, CONTRACTOR shall include

in and/or on any copy or translation of, or derivative work based upon, any of the State Programs, the State Databases, or trade secret information of the STATE, or any part thereof, and any documents pertaining thereto, the same copyright and other proprietary notices as appear on the copies made available to CONTRACTOR by the STATE, except that copyright notices shall be updated and other proprietary notices added as may be appropriate.

C. Cloud Storage and Related Services. When handling, accessing or storing STATE

electronic records, materials and/or data, CONTRACTORS who use or propose to use cloud


storage and related services in fulfilling obligations of this Agreement or subsequent Work Order Contract, must follow the Special Terms, Conditions and Specifications Applicable to Cloud Storage and Related Services in Addendum A attached to this Agreement.

D. Security Audit. Upon at least ten (10) business days prior written notice to CONTRACTOR, CONTRACTOR grants STATE, or a third party on STATE's behalf, permission to perform an assessment, audit, examination or review of all controls in CONTRACTOR's physical and/or technical environment in relation to all STATE data, materials, or information (“STATE Data”) being handled and/or services being provided to STATE pursuant to this Agreement to confirm CONTRACTOR's compliance with this Agreement, as well as any applicable laws, regulations and industry standards. CONTRACTOR shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that processes, stores or transports STATE Data for STATE pursuant to this Agreement. CONTRACTOR may require that a third party auditor (which does not include any regulatory agency) of STATE sign a non-disclosure agreement with CONTRACTOR in a form mutually agreed by the Parties prior to CONTRACTOR granting the third party auditor access to CONTRACTOR's facilities and operations. For clarity, in any such inspection or examination, CONTRACTOR will not be required to provide access to any information related to other customers or clients of CONTRACTOR or its affiliates or information related to costs incurred by CONTRACTOR or its affiliates in connection with providing Services (other than costs for which CONTRACTOR invoices STATE for work performed pursuant to the Agreement or Work Order Contract). In addition, upon written notice to CONTRACTOR, CONTRACTOR shall provide STATE with the results of any audit by or on behalf of CONTRACTOR performed that assesses the effectiveness of CONTRACTOR's information security program as relevant to the security and confidentiality of STATE Data shared during the course of this Agreement.

E. Inspection and Return of State Property. All documents, encoded media, and other tangible items made available to CONTRACTOR by the STATE, or prepared, generated or created by CONTRACTOR in the performance of its obligations hereunder, are and will be exclusively the property of the STATE and will be available for inspection by the STATE upon request. Upon completion of CONTRACTOR'S performance of services hereunder, CONTRACTOR will, upon the STATE'S request, promptly deliver to the STATE any or all such documents, encoded media and other items in its possession, including all complete or partial copies, recordings, abstracts, notes or reproductions of any kind made from or about such documents, media, items, or information contained therein. CONTRACTOR and the STATE acknowledge that all computer operating systems software programs and other third party software licensed by the STATE, and related documentation, made available by the STATE to CONTRACTOR in order to permit CONTRACTOR to perform its obligations hereunder, or any translations, compilations, or partial copies thereof are and remain the property of the respective licensors.

F. Injunctive Relief. CONTRACTOR acknowledges that the STATE will be irreparably

harmed if CONTRACTOR'S obligations under sections XII and XIII of this contract are not specifically enforced and that the STATE would not have an adequate remedy at law in the


event of an actual or threatened violation by CONTRACTOR of its obligations. Therefore, CONTRACTOR agrees that the STATE shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violation or breach by CONTRACTOR without the necessity of the STATE showing actual damages or that monetary damages would not afford an adequate remedy. CONTRACTOR shall be liable to the State for reasonable attorney's fees incurred by the STATE in obtaining any relief pursuant to this section.

G. Nondisclosure Indemnity. Without limiting section X, CONTRACTOR agrees to

indemnify, defend and save harmless the STATE and its agents, officers and employees from and against any and all claims by Third Parties that are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly and proximately from CONTRACTOR'S violation of the non-disclosure provisions hereof. The STATE shall provide CONTRACTOR with prompt notice of any claim for which indemnification may be sought hereunder and shall cooperate in all reasonable respects with CONTRACTOR in connection with any such claim. CONTRACTOR shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing.

XIV. RIGHTS IN AND TO INFORMATION, INVENTIONS, AND MATERIALS. In consideration

of the facts that CONTRACTOR'S performance under this contract will involve access to and development of information which shall be trade secret information of the STATE and may involve the development by CONTRACTOR or CONTRACTOR'S participation in the development of copyrightable and/or patentable subject matter which the parties intend be owned by the STATE:

A. All right, title, and interest in and to any trade secret information of the STATE (as defined

in sections XII(B)(1),(2), and (4), above) developed by CONTRACTOR either individually or jointly with others, and which arises out of the performance of this contract, will be the property of the STATE and are by this contract irrevocably transferred, assigned, and conveyed to the STATE free and clear of any liens, claims, or other encumbrances.

B. All copyrightable material which CONTRACTOR shall conceive or originate, either

individually or jointly with others, and which arises out of the performance of this contract, shall conclusively be deemed "works made for hire" within the meaning and purview of section 101 of the United States Copyright Act, 17 U.S.C. § 101, to the fullest extent possible, and the STATE shall be the copyright owner thereof and of all elements and components thereof in which copyright protection can subsist. To the extent that any of the foregoing does not qualify as a "work made for hire," CONTRACTOR hereby transfers, assigns and conveys the exclusive copyright ownership thereof to the STATE, free and clear of any liens, claims or other encumbrances.

C. All right, title, and interest in and to any invention which CONTRACTOR first conceives or

first reduces to practice either individually or jointly, and which arises out of the performance of this contract, will be the property of the STATE and are by this contract irrevocably transferred, assigned, and conveyed to the STATE along with ownership of any and all patents on the inventions anywhere in the world, free and clear of any liens, claims or other


encumbrances. CONTRACTOR agrees to disclose promptly any such invention to the STATE. This paragraph shall not apply to any invention for which no equipment, supplies, facility or trade secret information of the STATE (as defined in Sections XII(B)(1), (2), and (4), above) was used and which was developed entirely on CONTRACTOR own time, and (a) which does not relate (i) directly to the business of the STATE, or (ii) to the STATE'S actual or demonstrably anticipated research or development; or (b) which does not result from any work performed or materials provided by CONTRACTOR for the STATE.

D. CONTRACTOR will execute all documents and perform all other acts that the STATE may

reasonably request in order to assist the STATE in perfecting its rights in and to the trade secret information of the STATE and the copyrightable and patentable subject matter identified herein, in any and all countries.

E. Without limiting section XII, or parts A, B, C, and D of this section XIII, the STATE retains

all rights it possesses in and to the State Databases and State Programs made available to CONTRACTOR for purposes of permitting CONTRACTOR to perform hereunder. CONTRACTOR has no title or ownership rights, including any right to sell, resell, disclose, redisclose, recombine, reconfigure or retain the State Databases or State Programs except as expressly permitted herein to permit CONTRACTOR to complete its duties hereunder. CONTRACTOR may, however, purchase a copy of publicly-accessible versions of information contained in the State Databases and State Programs from the STATE on the same terms and to the same extent as other members of the public. Except to the extent that CONTRACTOR has purchased such copy, CONTRACTOR shall not sell, resell, disclose, redisclose, recombine, reconfigure or retain the State Databases or State Programs except as otherwise expressly provided herein.

F. Harmful Code Provision: CONTRACTOR represents and warrants that any software, code,

firmware, or media delivered or used during work or to provide services of any kind under this contract will NOT contain any virus, Trojan horse, self-replicating, or other computer instructions that may, without the STATES consent or knowledge: 1. Alter, destroy, inhibit or discontinue STATES effective use of CONTRACTORS

services, a deliverable, or any STATE resources. 2. Erase, destroy, corrupt, hold hostage, or modify any data, programs, materials or

information used or accessed by or on behalf of the STATE. 3. Store any data, programs, materials, or information on STATES computers or servers

or related types of devices, networks, or security devices. 4. Bypass or disable any internal security measure to obtain access to any STATE

resources. XV. AFFIRMATIVE ACTION.


A. Covered Contracts and Contractors. If this contract exceeds $100,000 and CONTRACTOR employed more than forty (40) full-time employees on a single working day during the previous twelve months in Minnesota or in the state where it has its principle place of business, then CONTRACTOR must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. Parts 5000.3400-5000.3600. A contractor covered by Minn. Stat. § 363A.36 because it employed more than forty (40) full-time employees in another state that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements by submitting to the Minnesota Department of Human Rights an affirmative action plan approved by the federal government or other governmental entity, and obtain approval of such submission from the Minnesota commissioner of human rights. CONTRACTOR represents and warrants that as of the execution of this contract CONTRACTOR employs less than 40 full-time employees on a single working day. CONTRACTOR understands that if during the term of this contract CONTRACTOR employs more than 40 full time employees in MN or another state, CONTRACTOR must comply as provided in this Affirmative Action section of this contract. CONTRACTOR shall submit to the Minnesota Department of Human rights within five (5) business days of final contract execution, the names of CONTRACTOR employees during the previous 12 months, date of separation if applicable, and the state in which the persons were employed. Documentation should be sent to “[email protected].”

B. Minn. Stat. § 363A.36. Minn. Stat. § 363A.36 requires the 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 (“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. Minn. R. Parts 5000.3400-5000.3600 provide:

1. Minn. R. Parts 5000.3400-5000.3600 implement Minn. Stat. § 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 Minn. R. Parts 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, 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 Minn. Stat. § 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 Minn. Stat. § 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.

D. Consequences. The consequences for a 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 the STATE.

E. Certification. CONTRACTOR hereby certifies that it is in compliance with the

requirements of Minn. Stat. § 363A.36 and Minn. R. Parts 5000.3400-5000.3600 and is aware of the consequences for non-compliance.

XVI. WORKERS’ COMPENSATION. In accordance with the provisions of Minnesota Statutes,

Section 176.182, as enacted, the CONTRACTOR shall provide acceptable evidence of compliance with the workers' compensation insurance coverage requirement of Minnesota Statutes, Section 176.181, subdivision 2, as enacted, prior to commencement of any duties to be performed under this contract.


XVII. INSURANCE. Throughout the term of this contract, CONTRACTOR shall maintain and furnish

satisfactory evidence of the insurance coverage set forth in this section. The CONTRACTOR’s policy shall be the primary insurance to any other valid and collectible insurance available to the STATE with respect to any claim arising out of this contract. CONTRACTOR’s insurance company waives its right to assert the immunity of the STATE as a defense to any claims made under said insurance. The CONTRACTOR is responsible for payment of insurance premiums and deductibles. Insurance companies must have an “AM Best” rating of A- (minus) and a Financial Size Category of VII or better, and authorized to do business in the State of Minnesota. A. Required coverage:

1. Workers’ Compensation Insurance: Except as provided below,

CONTRACTOR must provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted, CONTRACTOR will require the subcontractor to provide Workers’ Compensation insurance in accordance with the statutory requirements of the State of Minnesota, including Coverage B, Employer’s Liability. Insurance minimum limits are as follows:

• $100,000 – Bodily Injury by Disease per employee • $500,000 – Bodily Injury by Disease aggregate • $100,000 – Bodily Injury by Accident

If Minnesota Statute 176.041 exempts CONTRACTOR from Workers’ Compensation insurance or if the CONTRACTOR has no employees in the State of Minnesota, CONTRACTOR must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes CONTRACTOR from the Minnesota Workers’ Compensation requirements. If during the course of the contract the CONTRACTOR becomes eligible for Workers’ Compensation, the CONTRACTOR must comply with the Workers’ Compensation Insurance requirements herein and provide the STATE with a certificate of insurance.

2. Commercial 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:

• $2,000,000 – per occurrence • $2,000,000 – annual aggregate • $2,000,000 – annual aggregate – Products/Completed Operations


The following coverages shall be included:

• Premises and Operations Bodily Injury and Property Damage • Personal and Advertising Injury • Blanket Contractual Liability • Products and Completed Operations Liability • Other; if applicable, please list__________________________________ • State of Minnesota named as an Additional Insured

3. Commercial Automobile Liability Insurance: CONTRACTOR is required to

maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership, operation, maintenance or use of all owned, hired, and non-owned autos which may arise from operations under this contract, and in case any work is subcontracted the CONTRACTOR will require the subcontractor to maintain Commercial Automobile Liability insurance. Insurance minimum limits are as follows:

• $2,000,000 – per occurrence Combined Single Limit for Bodily Injury and Property Damage

In addition, the following coverages should be included:

• Owned, Hired, and Non-owned Automobile

4. Professional//Technical Liability Insurance, Errors and Omissions, including Network Security and Privacy Liability Insurance (or equivalent Network Security and Privacy Liability coverage endorsed on another form of liability coverage or written on a standalone policy): This policy will provide coverage for all claims the CONTRACTOR may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to CONTRACTOR’S professional services required under the contract, including coverage for claims which may arise from failure of CONTRACTOR’S security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service.

CONTRACTOR is required to carry the following minimum limits:

• $2,000,000 – per claim or event • $2,000,000 – annual aggregate

5. Patent, Trademark, Trade Dress or Copyright Infringement: This policy will

provide coverage for claims CONTRACTOR may become legally obligated to pay resulting from claim that the work performed or material provided hereunder infringes or violates the copyright of any third party, including resulting costs,


expenses (including attorney's fees), damages and/or liabilities associated with or resulting from such claim. Insurance minimum limits are as follows:

• $2,000,000 – per claim or event • $2,000,000 – annual aggregate

Alternatively, it is understood that CONTRACTOR (at least to the extent not covered by any of the coverages above) is self-insured for all claims CONTRACTOR may become legally obligated to pay resulting from any claim that the work performed or material provided hereunder infringes or violates the patent, copyright, or trade secret rights of any third party, including any and all resulting costs, expenses (including attorney's fees), damages and/or liabilities associated with or resulting from any such claim.

6. Umbrella Liability: Umbrella liability with minimum limits of $5,000,000 per occurrence and aggregate.

7. Employer’s Liability: Employer’s liability insurance coverage with minimum limits of $1,000,000 each accident.

8. Crime Insurance: Crime insurance coverage with minimum limits of $2,000,000 each occurrence.

9. Lost or Damaged Records: Lost or damaged records insurance coverage for the direct and verifiable costs to recreate any lost or damaged STATE records that are capable of being recreated using commercially reasonable efforts with minimum limits of $1,000,000 each occurrence.

B. Upon request of the STATE, CONTRACTOR shall be required to promptly provide a Certificate of Insurance evidencing that the above items are in force and effect during the entire term of the contract. The STATE reserves the right to request inspection of a full certified copy of insurance policies at CONTRACTOR’s home office facility. All policies and certificates shall provide that the policies shall remain in force and effect throughout the term of the contract. Policies shall include endorsements that name the STATE, its officers and employees as additional insured with respect to General Liability, Automobile Liability, and/or Umbrella Liability coverages only; however, the STATE is not liable to the insurance company for any premiums, costs or assessments in connection with the CONTRACTOR’s policy, as a result of being an additional insured. The CONTRACTOR shall provide the STATE with thirty (30) days’ advance written notice of cancellations or non-renewals or reduction in limits or coverage or other material change, including the name of the contract, mailed to the STATE as provided in the notice clause of this Agreement.

C. The CONTRACTOR shall maintain the insurance required above to cover claims which may arise from operations under this contract, whether such operations are by


CONTRACTOR or a permitted subcontractor or by anyone directly or indirectly employed under this contract. The CONTRACTOR shall require its insurance company(ies) to waive its(their) right to assert the immunity of the STATE as a defense to any claims made under said insurance. The failure of the STATE to obtain a certificate of insurance for the insurance policies required under this contract, or the failure of the insurance company(ies) or CONTRACTOR to notify the STATE of the cancelation, non-renewal or change of the insurance policies required under this contract, shall not constitute a waiver by the STATE to the CONTRACTOR to provide such insurance policies.

D. The STATE reserves the right to immediately terminate the Agreement if CONTRACTOR

is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against CONTRACTOR.

E. Any deductible will be the sole responsibility of the CONTRACTOR and may not exceed

$50,000 without the written approval of the STATE. If the CONTRACTOR desires authority from the STATE to have a deductible in a higher amount, the CONTRACTOR shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the STATE can ascertain the ability of the CONTRACTOR to cover the deductible from its own resources.

F. The retroactive or prior acts date of such coverage shall not be after the effective date of

this Contract and CONTRACTOR shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by CONTRACTOR to fulfill this requirement.

XVIII. ANTITRUST. CONTRACTOR hereby assigns to the State of Minnesota any and all claims for

overcharges as to goods and/or services provided in connection with this contract resulting from antitrust violations that arise under the antitrust laws of the United States and the antitrust laws of the State of Minnesota.

XIX. DATA PRIVACY AND SECURITY. CONTRACTOR and CONTRACTOR’S employees or

subcontractors agree to the following:

A. No cross-border activity allowed by personnel or data; the STATE data will not be transferred, supported, or in any way processed outside of the continental United States.

B. Maintain technical organizational security measures necessary to protect the confidentiality

of all STATE data and information about the STATE at all times. C. Not to use any STATE information or data for any purposes other than the fulfillment of the

obligations in this contract unless otherwise permitted in writing. D. Will not share STATE credentials among employees or subcontractors without the express

written consent of the STATE.


E. CONTRACTOR will notify STATE immediately should STATE credentials be

compromised or employee or subcontractor leaves the CONTRACTORS service. F. Use all reasonable care to prevent unauthorized access, disclosure, publication, destruction,

loss, or alteration of STATE assets. G. Upon request, provide STATE, the STATE with a copy of data security and privacy policies

and audit procedures and proof of third party audit of those procedures annually. H. Upon request, provide the STATE with CONTRACTORS written incident response and

disaster recovery plan. I. Any breach or infraction to the network access provisions by any employee or subcontractor

of the CONTRACTOR constitutes a breach by CONTRACTOR of this agreement. J. The CONTRACTOR agrees to comply with any future requirements from the STATE for

vetting and fingerprinting of any and all employees/subcontractors that are under contract with the STATE.

XX. OTHER PROVISIONS. A. Warranties.

1. Original Works. In performing its obligations hereunder, CONTRACTOR will not

use or incorporate any trade secret information or copyrighted works of authorship of CONTRACTOR or of any third party, and except for components already in the public domain (without any license restrictions attached thereto), all software, documentation, information and other materials provided or furnished by CONTRACTOR in performing the duties under this contract will be original and will not violate or infringe upon the rights of any third party.

2. Professional Services; Status; Conflicts of Interest. CONTRACTOR represents

and warrants to the STATE that all professional services required hereunder will be provided exclusively by CONTRACTOR’s [employee __[insert employee’s full legal name] ]/[subcontractor _[insert subcontractor’s full legal name]__, which must first sign a confidentiality, participation and assignment of rights agreement in a form acceptable to the STATE (a sample agreement is set forth in RFP Appendix IV – Confidentiality, Participation and Assignment of Rights Contract)] and that: (a) the [employee]/[subcontractor] has the proper training, skill and background so as to be able to perform all professional services required in this contract in a competent and professional manner, and all such work shall be of quality; (b) the [employees]/[subcontractor’s employees] assigned to work on the Project have obtained lawful permanent residence in the United States of America with a right to live and work permanently in the United States of America; and (c) CONTRACTOR has taken reasonable steps to determine if


[employees]/[subcontractor’s employees] (or their immediate family members) have an interest in any pending or threatened litigation or proceedings in any Minnesota state court, including, without limitation, requiring each employee, before performing any services hereunder or accessing any STATE confidential or trade secret information, to sign a disclosure of interest and confidentiality form in the form set forth as RFP Appendix V – Confidentiality and Disclosure of Interest Form. If CONTRACTOR becomes aware of any [employee’s]/[subcontractor’s employee’s] interest (or that of their immediate family members) in any threatened or pending litigation or proceeding in any Minnesota state court, CONTRACTOR shall immediately notify the STATE of such interest, and CONTRACTOR acknowledges that the STATE may immediately disqualify such [employee]/[subcontractor employee] from performing services hereunder, and CONTRACTOR shall ensure that no such disqualified [employee]/[subcontractor employee] shall have any further access to the confidential information of the STATE. CONTRACTOR shall bear the cost of orienting all personnel replacements of CONTRACTOR.

3. Mutual Representations and Warranties. CONTRACTOR and the STATE each

represent and warrant to the other that: a) it has the full right, power and authority to enter into this contract and to perform fully all of its obligations hereunder; b) it is free of any obligation or restriction that would prevent it from entering into this contract or from performing fully any of its obligations hereunder; and c) it has not entered into and will not enter into any contract which would impede the full performance of its obligations hereunder or would in any way limit or restrict the rights of the other under this contract.

4. Immediate Notice of Loss, Damage or Disclosure. CONTRACTOR must notify

STATE immediately upon any loss or damage to STATE records, including during any shipping of records provided by CONTRACTOR, and upon any disclosures of STATE records in violation of this Agreement. CONTRACTOR understands that immediate notice is crucial to recovery efforts, including but not limited to freeze drying of water damaged records and taking steps to minimize or prevent further improper disclosures.

B. Patent and Copyright Indemnity. Without limiting section X, CONTRACTOR shall

indemnify the STATE and hold it harmless against any claim that the work performed or material provided hereunder infringes or violates the patent, copyright, or trade secret rights of any third party. CONTRACTOR shall pay any and all resulting costs, expenses (including attorney's fees), damages and/or liabilities associated with or resulting from any such claim.

C. Relationship of the Parties. CONTRACTOR is an independent contractor and shall not be

deemed for any purpose to be an employee of the STATE. CONTRACTOR understands and agrees that the STATE is not withholding any taxes from the fees paid to CONTRACTOR pursuant to this contract and that CONTRACTOR is solely responsible for any taxes and other amounts to be paid as a result of the fees paid to CONTRACTOR pursuant to this contract. Neither CONTRACTOR nor the STATE shall have the right nor


the authority to assume, create or incur any liability or obligation of any kind, express or implied, against or in the name of or on behalf of the other.

D. Consent to Release of Certain Data. Under Minn. Stat. § 270C.65 and other applicable

law, CONTRACTOR consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the STATE, to federal and state tax agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring CONTRACTOR to file state tax returns and pay delinquent state tax liabilities, if any.

E. Publicity. Any publicity regarding the subject matter of this contract must identify the

STATE as the sponsoring agency and must not be released without the prior written approval from the STATE’S Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for CONTRACTOR individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this contract. Notwithstanding anything in this contract to the contrary, either party may disclose to the public the existence of this contract, the parties to the contract, and the material terms of the contract, including price, projected term, and scope of work.

F. Endorsement. CONTRACTOR must not claim that the STATE, the State of Minnesota,

or any agency thereof endorses its products or services. G. Non-Exclusivity. This contract shall not preclude CONTRACTOR from developing

materials outside this contract that are competitive, irrespective of their similarity to materials delivered to the STATE under this contract; provided, however, that such materials prepared by CONTRACTOR shall not violate the nondisclosure and intellectual property provisions of this contract. Nothing in this contract shall be construed as precluding or limiting in any way the right of CONTRACTOR to provide computer consulting and programming services or other services of any kind to any person or entity as CONTRACTOR in its sole discretion deems appropriate.

H. Notices. Any written notice hereunder shall be deemed to have been received when: (A)

personally delivered; (B) sent by confirmed facsimile transmission or telegram; (C) sent by commercial overnight courier with written verification of receipt; or (D) seventy-two (72) hours after it has been deposited in the United States mail, first class, proper postage prepaid, addressed to the party to whom it is intended at: (1) if to CONTRACTOR, at the CONTRACTOR’S address set forth in the opening paragraph of the contract; (2) if to the STATE, at the STATE’S address set forth in the opening paragraph of the contract, with a copy to Legal Counsel Division, 125 Minnesota Judicial Center, 25 Rev. Martin Luther King Jr., Blvd. St. Paul, MN 55155; or (3) at such other address of which written notice has been given in accordance herewith.


I. Facilities and Use Conditions. Without limiting CONTRACTOR’s responsibilities under any other section of this contract, to the extent that CONTRACTOR utilizes STATE provided on-site facilities (including, but not limited to, computers, desks, Internet connections, etc.) to perform CONTRACTOR’s duties under this contract, CONTRACTOR must comply with all policies of the STATE and the Minnesota Judicial Branch as they relate to the acceptable use or operation of STATE facilities, including, without limitation, the Minnesota State Court System Policies on the Use of the Internet and Other Electronic Communication Tools and Drug Free Workplace as the same may be amended and replaced from time to time.

J. Equal Pay Certificate. The STATE cannot enter into a contract that exceeds $500,000

with a CONTRACTOR who has 40 or more full time employees in Minnesota or a state where CONTRACTOR has its primary place of business on a single day during the prior twelve months, CONTRACTOR must have a valid equal pay certificate issued by the Minnesota Department of Human Rights or has certified in writing that it is exempt. CONTRACTOR certifies that it is in compliance with Minnesota Statutes section 363A.44 and is aware of the consequences for non-compliance.

K. Code of Conduct. CONTRACTOR represents and warrants to the STATE that all

professional services required hereunder will be provided exclusively by CONTRACTOR’s employees/subcontractors. The CONTRACTOR assumes the responsibility of informing all employees/subcontractors of the code of conduct under this Agreement: 1. Expectation to conduct business responsibly, with integrity, ethics, transparency,

including treating employees in a manner that is dignified and respectful, and treating the constituents of the STATE in a socially and environmentally responsible manner.

2. Comply with applicable laws and regulations. 3. Comply with Minnesota Judicial Branch Policies:

a. 300 (p) Drug Free Workplace Policy; b. 323 Appropriate Use of Data and Records; c. Individual contractor signs the Acknowledgement of Receipt of

Appropriate Use of Data and Records. 4. Compete fairly and ethnically for the STATE. 5. Honor all contractual commitments and obligations. 6. Refrain from inappropriate use of the internet, personal email or social media use

during billed time to the STATE. L. Miscellaneous.


1. Headings. The section headings and captions are for convenient reference only and

shall be given no substantive or interpretive effect. 2. Non-waiver. The failure by either Party at any time to enforce any of the provisions

of this contract or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this contract. The waiver of any default by either Party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

3. Force Majeure. Neither party shall be liable for any failure or delay in the

performance of its obligations under this Agreement if such failure or delay is caused by any event or circumstance beyond its reasonable control.

4. Governing Law. This contract shall in all respects be governed by and interpreted,

construed and enforced in accordance with the laws of the United States of America and of the State of Minnesota, without regard to Minnesota’s choice of law provisions. Any action arising out of or relating to this contract, its performance, enforcement or breach will be venued in a state or federal court situated within Ramsey County in the State of Minnesota. CONTRACTOR hereby irrevocably consents and submits itself to the personal jurisdiction of said courts for that purpose.

5. Severability. Every provision of this contract shall be construed, to the extent

possible, so as to be valid and enforceable. If any provision of this contract so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this contract, and all other provisions shall remain in full force and effect.

6. Surviving Terms. The provisions of sections VIII (Assignment), X (Liability), XI

(State Audit), XII (Indemnification), XIII (Confidentiality), XIV (Rights), XVII (Insurance), XVIII (Assignment), XIX (Data Privacy and Security), and XX (Other) shall survive any cancellation or termination of this contract, as shall any other provisions which by their nature would be intended or expected to survive such cancellation or termination.

7. Integration. This contract sets forth the entire agreement and understanding

between the Parties regarding the subject matter hereof and supersedes any prior representations, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter; provided that all terms and conditions of all preexisting contracts or agreements between the parties shall continue in full force and effect except as supplemented or modified by this contract. In the event of any inconsistency or conflict between the terms of this contract and any other agreement between the parties, the terms of this contract shall govern.


[Continued on next page with signature blocks.]


IN WITNESS WHEREOF, the parties have caused this contract to be duly executed intending to be bound thereby. 1. CONTRACTOR: 2. STATE:

CONTRACTOR certifies that the appropriate persons have executed the contract on behalf of CONTRACTOR as required by applicable articles, by-laws, resolutions or ordinances. (If a corporation with more than one individual serving as corporate officer, two corporate officers must execute)

Person signing certifies that applicable procurement policies have been followed. Where contracts and amendments exceed $50,000, signature of state court administrator or deputy is also required.

By: SAMPLE ONLY; NOT INTENDED AS OFFER By: SAMPLE ONLY; NOT INTENDED AS

OFFER

Title: Title: Director, Information Technology Division

Date: Date:


OFFER

Title: Title: State Court Administrator or Deputy

Date: Date: 3. Funds have been encumbered for STATE by: 4. Form and execution approved for STATE by:


OFFER Title: Title: Legal Counsel Division Date: Date: Contract No.: P.O. No.:


ADDENDUM A

Special Terms, Conditions and Specifications Applicable to Cloud Storage and Related Services

SECURITY AND DATA PROTECTION The following terms, conditions, and provisions on Security and Data Protection (which include the following sub-sections on Security Incidents, Security, Data Center and Monitoring/Support Locations, and Security Audits & Remediation) take precedence and will prevail over any other terms, conditions, and provisions of the Contract/Agreement, if in conflict. Security Incidents If CONTRACTOR becomes aware of a privacy or security incident regarding any STATE data, CONTRACTOR will immediately report the event to STATE’s Authorized Representative. The decision to notify and the actual notifications to the subjects affected by the security/privacy incident will be determined by STATE. For purposes of this sub-section, "security incident" means the successful unauthorized access, use, disclosure, modification or destruction of data or interference with system operations in an information system. For purposes of this sub-section, "privacy incident" means access to non-public information as defined in the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court, as the same may be amended from time to time (Rule of Public Access), and/or federal privacy requirements in federal laws, rules and regulations. This includes, but is not limited to, improper or unauthorized use or disclosure of not public data, improper or unauthorized access to or alteration of public data, and incidents in which the confidentiality of the data maintained by CONTRACTOR has been breached. Security CONTRACTOR will establish and maintain an information security program that includes an information security policy applicable to any and all cloud computing or hosting services (“Information Security Policy”). For purposes of this section, “cloud computing” has the meaning defined by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), Special Publication 800-145, currently available online at: http://csrc.nist.gov/publications/nistpubs/800-145/SP800-145.pdf. CONTRACTOR’s Information Security Policy must align with appropriate industry security frameworks. CONTRACTOR will make its Information Security Policy available to STATE on a confidential, need-to-know basis, along with other related information reasonably requested by STATE regarding CONTRACTOR’s security practices and policies. Unless inconsistent with applicable laws, CONTRACTOR and STATE must treat the Information Security Policy and related information on security practices and policies that are specific to the STATE as confidential information and as non-public data under the Rules of Public Access. CONTRACTOR will not access STATE’s, including STATE data, except to respond to service or technical problems or at STATE’s specific request. CONTRACTOR will not use STATE data, including production data, for its testing or development purposes. CONTRACTOR has implemented and will maintain procedures to

http://csrc.nist.gov/publications/nistpubs/800-145/SP800-145.pdf

http://csrc.nist.gov/publications/nistpubs/800-145/SP800-145.pdf


physically and logically segregate STATE data, unless otherwise explicitly authorized by the Authorized Representative as defined in the Master Service Agreement, or delegate. CONTRACTOR will support industry accepted encryption protocols for the secure transmission of STATE data across untrusted networks. Data Center and Monitoring/Support Locations During the term of the Contract/Agreement, CONTRACTOR agrees to: (1) locate all production and disaster recovery data centers that store, process or transmit STATE data only in the continental United States, (2) store, process and transmit STATE data only in the continental United States, and (3) locate all monitoring and support of all the cloud computing or hosting services only in the continental United States. Customer has the right to on-site visits and reasonable inspection of the data centers upon notice to CONTRACTOR of seven calendar days prior to visit. Security Audits & Remediation CONTRACTOR will audit the security of the systems and processes used to provide any and all cloud computing or hosting services, including those of the data centers used by CONTRACTOR to provide any and all cloud computing or hosting services to the State of Minnesota. This audit: (A) will be performed at least once every calendar year beginning with 2019, or the year the Master Service Agreement is executed, whichever is later; (B) will be performed according to appropriate industry security standards (e.g., SSAE 16 SOC2); (C) will be performed by third party security professionals at CONTRACTOR’s election and expense; (D) will result in the generation of an audit report (“CONTRACTOR Audit Report”), which will, to the extent permitted by applicable law, be deemed confidential information and as non-public data under the Rules of Public Access; and (E) may be performed for other purposes in addition to satisfying this section. The CONTRACTOR Audit Report will address the control procedures used by CONTRACTOR to provide any and all cloud computing or hosting services, including specifically an assessment of whether (A) the control procedures were suitably designed to provide reasonable assurance that the stated internal control objectives would be achieved if the procedures operated as designed and (B) the control procedures operated effectively at all times during the reporting period. The CONTRACTOR Audit Report must also address relevant controls of any subservice providers of any and all cloud computing or hosting services. Upon STATE’s reasonable, advance written request, CONTRACTOR will provide to STATE a copy of the CONTRACTOR Audit Report. CONTRACTOR will make good faith efforts to remediate any control deficiencies identified in the CONTRACTOR Audit Report in a commercially reasonable timeframe. If STATE becomes aware of any other CONTRACTOR controls that do not substantially meet STATE’s requirements, STATE may request remediation from CONTRACTOR. CONTRACTOR will make good faith efforts to remediate any control deficiencies identified by STATE in a commercially reasonable timeframe. Failure to do so will be deemed a material breach of the controlling Master Service Agreement.

of 7 Software Maintenance and Support Agreement

APPENDIX IIIb

SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT SAMPLE ONLY; NOT AN OFFER

THIS AGREEMENT (“Maintenance Agreement”), made this [ DATE ], and amendments and supplements thereto, is between the State of Minnesota, acting through its State Court Administrator’s Office, Information Technology Division, address 145 Minnesota Judicial Center, 25 Rev. Dr. Martin Luther King Jr. Boulevard, St. Paul, Minnesota 55155 (hereinafter, the “State”) and [ NAME ], an independent contractor, not an employee of the State of Minnesota, located at [ BUSINESS ADDRESS ] (hereinafter “CONTRACTOR”)

RECITALS

This Maintenance Agreement is for updates and service for digital signage software and solutions (hereinafter such software and related documentation are collectively referred to as the “Licensed Programs”) provided by or through CONTRACTOR pursuant to the Master Purchasing Agreement (“Purchasing Agreement”) entered into between CONTRACTOR and the State. This Maintenance Agreement is also made for the benefit of all courts and judicial districts of the state of Minnesota and any such court or judicial district may acquire updates and services in accordance with the terms and conditions of this Maintenance Agreement. As used herein “the Court or Judicial District” means the State and any other court or judicial district within the state of Minnesota that has entered into a Contract with CONTRACTOR pursuant to this Maintenance Agreement.

AGREEMENT

Based on the mutual agreements, promises, and covenants contained in this Agreement, it is agreed:

I. TERM AND TERMINATION.

A. Effective Date. This Maintenance Agreement shall not be effective until approved as to form and execution by the State Court Administrator’s Legal Counsel Division. Note: Software Support starts at the date of shipment. Therefore, no shipment shall occur until after the Product and Services Agreement and this Maintenance Agreement is approved and signed by the Legal Counsel Division.

B. Termination. This Maintenance Agreement shall continue in force and effect

according to its terms. Termination of a Product and Services Contract does not terminate this Maintenance Agreement. The Court may terminate maintenance updates and services upon any anniversary of the acceptance of the Licensed Programs and equipment covered by such Contract by giving CONTRACTOR sixty (60) days advance written notice.


C. Termination of Contract for Non-Appropriation. The Court may immediately cancel a Contract if it does not obtain funding from the Minnesota Supreme Court, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered by such Contract. Cancellation must be by written or facsimile transmission notice to CONTRACTOR. The Court is not obligated to pay for any services that are provided after notice and effective date of termination. However, CONTRACTOR will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed prior to notice and effective date of termination. The Court will not be assessed any penalty if the Contract is cancelled because of a decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The Court must provide CONTRACTOR notice of the lack of funding within a reasonable time of the Court receiving that notice. Notwithstanding the foregoing, CONTRACTOR shall have no obligation to proceed under any Contract until it is satisfied that adequate funds have been appropriated and will otherwise be available to fully fund the Contract for the current fiscal year.

D. Termination of Contract for Default. If a Court or Judicial District should

default on its obligations under this Agreement and such default continues for thirty (30) days after written notice thereof by CONTRACTOR, then CONTRACTOR may elect to terminate the applicable Contract and will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed (to the extent that funds are available) and exercise any other remedy existing at law or in equity. Notwithstanding any provision of this Agreement to the contrary, CONTRACTOR shall remain liable to the Court or Judicial District for damages sustained by the Court or Judicial District by virtue of any breach of this Agreement by CONTRACTOR. Upon notice to CONTRACTOR of the claimed breach and the amount of the claimed damage, the Court or Judicial District may withhold any payments to CONTRACTOR for the purpose of set-off until such time as the exact amount of damages due the Court or Judicial District from CONTRACTOR is determined. Following notice from the Court or Judicial District of the claimed breach and damage, CONTRACTOR and the Court or Judicial District shall attempt to resolve the dispute in good faith.

E. Surviving Terms. The provisions of Sections I.C. (Termination for non-

appropriation), I.D. (Termination for default), I.E. (Surviving terms), II.A. (Work Order Contract required), and VII. (to the extent that it incorporates sections III.B. (Low Price Guaranty), III.C. (Taxes), VI (Warranties); VII (Indemnification), VIII (Confidentiality, disclosure and use), IX.A. (Assignment), IX.C. (Headings), IX.D. (Notices), IX.E. (Force Majeure), IX.F. (Governing law), IX.G (Severability), IX.H (Relationship of the parties), IX.I. (Non-waiver), IX.J. (Endorsement), IX.K. (Publicity), IX.L. (Consent to release of certain data), IX.M. (State audits), IX.N. (Antitrust), of the Product and Service Agreement shall survive any cancellation or termination of this


Maintenance Agreement, as shall any other provisions that by their nature would be expected or intended to survive such termination.

II. SCOPE OF COVERAGE

A. Contract Required. The Licensed Programs for which updates and services

will be provided by CONTRACTOR as to each court or judicial district shall be as specified in the Contract applicable to such court or judicial district. No Contract shall be effective, and CONTRACTOR shall not begin to provide updates and services under such Contract, unless and until such Contract is signed by CONTRACTOR, the Court or Judicial District, and the State Court Administrator’s Legal Counsel Division, and is accompanied by a Court or Judicial District generated purchase order covering the all costs of the Contract (referred to herein as the “not-to-exceed-amount”). It is understood and agreed that the purpose of such purchase order is limited to encumbering the funds to pay Court or Judicial District obligations under this Maintenance Agreement and that any terms and conditions set forth in any such purchase order shall not supersede the terms of this Maintenance Agreement, the applicable Contract, or other amendments thereto. The Court or Judicial District shall not be obligated to pay beyond the not-to-exceed-amount in the Contract.

B. Response Time.

Type of Error

Response Target

Resolution Target Nature of Resolution Shipment Method

Critical 30 minutes 1 business day Workaround is provided, patch is provided, fix incorporated into future release

High 30 minutes 2 business days Workaround is provided, product patch is provided, fix incorporated into future release

Medium 1 business day 10 business days

Answer to question(s) provided, workaround is provided, fix incorporated into future release

Low 3 business days

Next release Answer to question and/or workaround or fix is provided. Enhancements implemented at ACF’s discretion.

C. Software Support. CONTRACTOR software support (“Software Support”)

consists of on-site, telephone and modem CONTRACTOR Software Support calls. CONTRACTOR will be responsible for service calls on CONTRACTOR provided “suite of products and will support and install version upgrades for that software when provided by the software manufacturer. Version upgrades include all bug fixes, and update patches for CONTRACTOR provided software.


D. Responsibility for Backups. The Court or Judicial District is responsible for performing both regular computer and system backups.

III. SPECIFIC EXCLUSIONS. The following items are specifically excluded from this

Maintenance Agreement, and the responsibility for performing these functions rests solely with the Court or Judicial District:

• Installation of Server Operating Systems • Installation of .sql database software and configuring an appropriate .sql

database to be used by the enterprise application • SQL database licensing • Server Operating System Licensing

IV. SITE, POWER REQUIREMENTS, ENVIRONMENT

• Server racks • Rack enclosures • Electrical, conduit, and data cabling • Installation or modification to physical structures (wall patching, concrete

coring, drilling, or anchoring, wall reinforcement, floor patching) • Removal of physical structures obscuring or prohibiting installation • Installation or configuration of wireless network

V. COURT OR JUDICIAL DISTRICT NOTIFICATION PROCEDURES

A. In the event of a malfunction of the Licensed Programs, the Court or Judicial District shall document and make available any error messages or codes generated by the Licensed Programs. This documentation shall be maintained in a logbook or ticket management system for easy access by CONTRACTOR personnel.

B. Once the Court or Judicial District has determined that CONTRACTOR

Software Support may be necessary, Court or Judicial District will call dealer service dispatch at (XXX) XXX-XXXX and request system support. The Court or Judicial district will need to provide the Licensed Program, a detailed description of the problem, as well as what activities were being performed prior to the malfunction, and what, if any, corrective action was taken by the Court or Judicial District.

C. Annual maintenance entitles the Court or Judicial District to contact a trained

technical support representative with questions regarding CONTRACTOR products. CONTRACTOR’S courteous support team may be reached via telephone or e-mail between 8:00AM and 5:00PM CT.


D. Support Services: When contacting CONTRACTOR technical support department, Court or Judicial District shall have the following ready: company name, the Licensed Program product in question and the product version being used.

E. Phone and on-site support: 8:00AM - 5:00PM CT, Monday – Friday; Local

support phone number: (XXX) XXX-XXXX

F. E-mail: Court or Judicial District may e-mail CONTRACTOR’S support department ([email protected]) 24 hours/ 7 days.

H. Software Updates: All software updates are processed on a notification and

receipt basis. CONTRACTOR will notify Court or Judicial District of releases, patches, bug fixes, and solution enhancements, available as part of this agreement. Court or Judicial District will either request shippable media, access programs via CONTRACTOR provided download site, or request that Contractor install those programs via guided access, coordinated by the State Court Administrators Office, Information Technology Department.

VI. COSTS

A. Price and Payment. Maintenance pricing listed in [ Exhibit B ] is valid through [ DATE ], and thereafter may be modified pursuant to section VI.B. hereof. The costs for the initial annual maintenance term shall be included in the applicable Product and Services Contract and shall be invoiced upon acceptance of the Licensed Programs and equipment in accordance with the Product and Services Contract; except as otherwise provided herein for pricing listed in [ Exhibit B ], the cost for subsequent annual maintenance terms shall be CONTRACTOR’S then current maintenance cost as the same may be modified pursuant to section VI.B. hereof. The payment of the maintenance costs will be invoiced at the beginning of each annual maintenance term during the duration of this Maintenance Agreement.

B. Adjustments to Maintenance Costs. Except as otherwise provided herein for

pricing listed in Exhibit B, CONTRACTOR reserves the right to increase the maintenance cost for any subsequent annual maintenance term provided that: (a) CONTRACTOR notifies the Court or Judicial District in writing of any changes in maintenance cost at least sixty (60) days prior to the beginning of the maintenance term to which such fees apply; and (b) the cumulative increase in the maintenance cost shall not exceed the cumulative increase in the CPI Index (as defined below) from January of the year in which the applicable Contract is entered into through January of the year in which each increase takes effect. “CPI Index” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W), U.S. City Average All Items (1982-1984=100), published by the United States Department of Labor, Bureau of


Labor Statistics, or, if such index ceases to be published, another comparable index agreed to in writing by the parties hereto.

C. Total Expenditure. For the period of the effective date through [ DATE

], the aggregate amount of all Software Support and Maintenance Work Order Contracts entered into hereunder for all Court or Judicial Districts shall not exceed a total of [ XXXXX dollars ] (US$ XXX). It is understood that this amount is being used to assign a contract number in the Court‘s or Judicial District’s encumbrance system and that the parties may modify this number by amendment to the Agreement, and that this amount is not a guarantee that any Court or Judicial District will enter into any Contract hereunder.

VII. INCORPORATION OF TERMS. The provisions of Sections VIII. (Assignment), IX (Amendment), XI. (State audits), XIII (Confidentiality, disclosure and use), XV (Affirmative Action), XVI (Worker’s compensation), XVII (Insurance), XVIII (Antitrust), XIX (Data Privacy and Security), XX.A (Warranties); XX.B (Indemnification), XX.C (Relationship of the parties), XX.D. (Consent to release of certain data), XX.E. (Publicity), XX.F. (Endorsement), XX.H. (Notices), and XX.L. (Headings, Non-waiver, Force Majeure, Governing Law, Severability) of the Product and Services Contract are incorporated herein by reference, and all references therein to the "Agreement" shall be deemed to be references to this Maintenance Agreement.

VIII. INTEGRATION. This Maintenance Agreement constitutes the entire agreement and

understanding and incorporates all representations, express or implied, between the parties with respect to the products and services to be furnished hereunder, and that this agreement supersedes all prior communications between the parties including all oral and written proposals, agreements and contracts not specifically included herein provided that all preexisting agreements between CONTRACTOR and a Court or Judicial District shall continue in full force and effect except as supplemented or modified by this Maintenance Agreement. In the event of any inconsistency or conflict between the terms of this Maintenance Agreement and any other agreement between CONTRACTOR and any Court or Judicial District, the terms of this Maintenance Agreement shall govern.

[remainder of page intentionally left blank]


IN WITNESS WHEREOF, the Parties have duly executed this Maintenance Agreement intending to be bound thereby. 1. CONTRACTOR: 2. The State:

CONTRACTOR certifies that the appropriate persons have executed the contract on behalf of CONTRACTOR as required by applicable articles, by-laws, resolutions or ordinances. (If a corporation with more than one individual serving as corporate officer, two corporate officers must execute)

Person signing certifies that applicable procurement policies have been followed. Where agreement and amendments exceed $50,000, signature of State Court Administrator or Deputy is also required. Where agreement and amendments exceeds $10,000 and is technology related, signature of Chief Information Officer/Information Technology Division Director is also required

By

By

Title Title Information Technology Division Director

Date Date

By

By

Title Title Chief Justice or Designee

Date Date

3. Agreement has been established for STATE by: (Note encumbrances occur with each individual Work Order Contract)

(reserved) By

Title

Date

Contract No.

4. Approved as to form and execution for STATE by:

(reserved) By

Title

Date

Vendor Cyber Security Compliance Questionnaire

1 Your answers to this questionnaire to the extent deemed relevant by the State will become an appendix in the contract for the awarded vendor.

Company Information Name of Company: Click here to enter text.

Company Website: Click here to enter text.

Contact Person Completing the Questionnaire: Click here to enter text.

Email Address: Click here to enter text.

Phone Number: Click here to enter text.

Date of Completed Questionnaire: Click here to enter text.

Questionnaire Completion Instructions Select the appropriate answer in the Response section and provide additional details and supporting material to support

Question Requirement Response Describe

1. An individual has been designated as being responsible for security within the organization.

Yes ☐

No ☐

n/a ☐

Click here to enter text.

2. An information security policy, based on industry acceptable standards and frameworks, is in place, has

Yes ☐

No ☐


Minnesota Judicial Branch Vendor Questionnaire



been approved by management and has been communicated to employees, contractors and individuals working on behalf of the organization.

n/a ☐

3.

Security roles and responsibilities of employees, contractors and individuals working on behalf of the organization are defined and documented in accordance with the organization’s information security policy.

Yes ☐

No ☐

n/a ☐


4.

An information security awareness and training program has been established and provides general awareness and role specific (e.g., secure coding, CJIS, etc.) security training to all employees.

Yes ☐

No ☐

n/a ☐


5.

Background screenings of employees, contractors and individuals working on behalf of the organization are performed to include criminal, credit, professional / academic and references

Yes ☐

No ☐

n/a ☐


6.

The organization will: (1) locate all production and disaster recovery data centers that store, process or transmit Minnesota Judicial Branch data only in the continental United States, (2) store, process and transmit Minnesota Judicial Branch data only in the continental United States, and (3) locate all monitoring and support of all the cloud computing or hosting services only in the continental U.S.

Yes ☐

No ☐

n/a ☐


7.

The system/solution/service provides password protection and security controls to prevent unauthorized access to or use of the system, data, and images. Proposed system solutions will ensure Industry best practices for security architecture & design.

Yes ☐

No ☐

n/a ☐


9.

No data of any kind shall be transmitted, exchanged or otherwise passed to or accessed by other vendors or interested parties except on a case-by-case basis as specifically agreed to in writing by the Minnesota Judicial Branch.

Yes ☐

No ☐

n/a ☐





10.

The system/solution/service will encrypt sensitive data in transit and at rest using industry standard encryption protocols; encryption keys will be managed at least in part by the Minnesota Judicial Branch..

Yes ☐

No ☐

n/a ☐


11.

All data will be stored, processed, and maintained solely on designated servers and that no data at any time will be processed on or transferred to any portable or laptop computing device or any portable storage medium, unless that storage medium is in use as part of the organization’s designated backup and recovery

processes.

Yes ☐

No ☐

n/a ☐


12.

All Information systems will be configured to industry security best practices (e.g., CIS, NIST, etc.).

Yes ☐

No ☐

n/a ☐


13. Anti-Malware software will be installed, running and maintained on all systems.

Yes ☐

No ☐

n/a ☐


14.

All physical access to information systems will be controlled and restricted to only those with a need to physically access these systems and logs of access maintained..

Yes ☐

No ☐

n/a ☐


15.

The system/solution/service will be developed according to secure software development best practices (e.g., OWASP, SANs SWAT etc.).

Yes ☐

No ☐

n/a ☐


16.

All source code and object code must be made available to be scanned for vulnerabilities by the Minnesota Judicial Branch or results of the organizations source code and object code vulnerability testing must be made available to the Minnesota Judicial Branch. Vendor must have a process in place to address vulnerabilities in a timely manner.

Yes ☐

No ☐

n/a ☐





17.

The system/solution/service has capability to integrate with Security Incident Event Management (SIEM) system.

Yes ☐

No ☐

n/a ☐


18.

The system/solution/service’s storage processes, backup storage processes, and security procedures being implemented ensure that there is no loss of data or unauthorized access to the data.

Yes ☐

No ☐

n/a ☐


19. Firewalls are in place at the network perimeter and between the internal network segment and any DMZ.

Yes ☐

No ☐

n/a ☐


20.

Systems and applications are patched in a timely manner to ensure critical security and operational patches and fixes are in place to ensure the confidentiality, integrity and availability of the information system.

Yes ☐

No ☐

n/a ☐


21.

Vulnerability tests (internal/external) are performed on all applications and platform and results provided to Minnesota Judicial Branch. Vendor must have a process in place to address vulnerabilities in a timely manner..

Yes ☐

No ☐

n/a ☐


22.

Online transactions must conform to commercial

security standards and measures such as TLS, and

others. Temporary files for all secure online

transactions must be securely and permanently deleted

when said transaction is complete

Yes ☐

No ☐

n/a ☐


23.

The system/solution/service will comply with the National Institute of Standards and Technology (NIST) Recommended Security Controls for Federal Information Systems and Organizations, Special Publication 800-53 revision 4, for (High) system in

Yes ☐

No ☐

n/a ☐





accordance to Minnesota Judicial Branch data classification).

24.

Independent Security audits of the system/solution/service, processes and data centers used to provide the services/solution are conducted at least annually. Audits are performed in accordance to SSAE16 SOC 2 or equivalent (e.g. FedRAMP) industry security standards. Contracted vendor will provide the most recent independent physical and logical audit results to the Minnesota Judicial Branch.

Yes ☐

No ☐

n/a ☐


25.

The organization has the capability to coordinate disaster recovery and business continuity processes and plans with the Minnesota Judicial Branch.

Yes ☐

No ☐

n/a ☐


26.

The organization will provide the Minnesota Judicial Branch with an example of a detailed disaster recovery continuity of operations plan as part of their response. Plan that is similar to our size and capacity.

Yes ☐

No ☐

n/a ☐


27.

The proposal must provide a detailed explanation of the security features that are built into the proposed system/solution/service. Note: A diagram of the system/solution/service with the security feature would be helpful as well.

Yes ☐

No ☐

n/a ☐


28.

The vendor and system/solution/product/ service/proposal will comply with the requirements of the Minnesota Judicial Branch Rules of Public Access to Records of the Judicial Branch and applicable state and federal laws/regulations (e.g., HIPAA, FERPA, IRS Publication 1075, FBI/CJIS, and PCI DSS).

Yes ☐

No ☐

n/a ☐





29..

If Federal, state or industry compliance requirements pertain to the data (e.g. CJI, IRS 1075, PHI (HIPAA), SSA, PCI DSS, Etc.) the system/solution/service will comply with the said security policy and industry best practice.

Yes ☐

No ☐

n/a ☐


30..

All data received from the Minnesota Judicial Branch or created, collected or otherwise obtained as part of this agreement will be owned solely by the Minnesota Judicial Branch and all access, use and disclosure of the data shall be restricted to only that which is required to perform the organization’s duties under this agreement.

Yes ☐

No ☐

n/a ☐


31.

Processes will be in place to securely destroy or delete Minnesota Judicial Branch data according to the standards enumerated in D.O.D. 5015.2 from systems or media no longer being used to fulfill the terms of this agreement or upon request from the Minnesota Judicial Branch.

Yes ☐

No ☐

n/a ☐


32.

In the event of termination of the agreement, the organization shall implement an orderly return of Minnesota Judicial Branch assets and the subsequent secure disposal of Minnesota Judicial Branch assets. During any period of suspension, the organization will

not take any action to intentionally erase any

Minnesota Judicial Branch Data.

Yes ☐

No ☐

n/a ☐


33.

An incident response plan is in place which includes

notifying the Minnesota Judicial Branch immediately of

a known or suspected security or privacy incident

involving Minnesota Judicial Branch data.

Yes ☐

No ☐

n/a ☐





34

Web Application Firewall(s) (WAF) are in place at the

network perimeter to protect application and code

flaws.

Yes ☐

No ☐

n/a ☐


35

All system/solution/product/ service/proposal will have

an Audit Logging function, it is critical for security and

audit functions at Minnesota Judicial Branch.

Yes ☐

No ☐

n/a ☐


36.

Secure Logging: the system should not log any

sensitive data (e.g. PCI, PHI, PII, SSN,) into unprotected

log storage.

Yes ☐

No ☐

n/a ☐


37 Yes ☐

No ☐

n/a ☐


38 Yes ☐

No ☐

n/a ☐


39 Yes ☐

No ☐

n/a ☐


40. Yes ☐

No ☐

n/a ☐


APPENDIX V

State of Minnesota – Equal Pay Certificate

If your response could be in excess of $500,000, please complete and submit this form with your submission. It is

your sole responsibility to provide the information requested and when necessary to obtain an Equal Pay

Certificate (Equal Pay Certificate) from the Minnesota Department of Human Rights (MDHR) prior to

contract execution. You must supply this document with your submission. Please contact MDHR with

questions at: 651-539-1095 (metro), 1-800-657-3704 (toll free), 711 or 1-800-627-3529 (MN Relay) or at

[email protected].

Option A – If you have employed 40 or more full-time employees on any single working day during the previous

12 months in Minnesota or the state where you have your primary place of business, please check the applicable

box below:

Attached is our current MDHR Equal Pay Certificate.

Attached is MDHR’s confirmation of our Equal Pay Certificate application.

Option B – If you have not employed 40 or more full-time employees on any single working day during the

previous 12 months in Minnesota or the state where you have your primary place of business, please check the box

below.

We are exempt. We agree that if we are selected we will submit to MDHR within five (5) business days of final

contract execution, the names of our employees during the previous 12 months, date of separation if applicable, and

the state in which the persons were employed. Documentation should be sent to [email protected].

The State of Minnesota reserves the right to request additional information from you. If you are unable to check

any of the preceding boxes, please contact MDHR to avoid a determination that a contract with your

organization cannot be executed.

Your signature certifies that you are authorized to make the representations, the information provided is accurate,

the State of Minnesota can rely upon the information provided, and the State of Minnesota may take action to

suspend or revoke any agreement with you for any false information provided.

Authorized Signature Printed Name Title

Organization MN/FED Tax ID# Date

Issuing Entity Project # or Lease Address

APPENDIX VI

Conflict of Interest Disclosure Form

Date: ______________

Name: ________________________________________________________

Company: _____________________________________________________

Contract or work effort: __________________________________________

__________ I have NO conflict of interest to report

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__________ I have a conflict of interest to report:

Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or

circumstances that you believe could contribute to a conflict of interest between the Minnesota Judicial

Branch and your personal interests, financial, family or otherwise:

ELECTRONIC REDACTION SOFTWARE/SERVICES...A response must include the necessary consulting services...

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Transcript of ELECTRONIC REDACTION SOFTWARE/SERVICES...A response must include the necessary consulting services...