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LANE COUNTY Oregon Request for Proposals IS

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					LANE COUNTY, Oregon Request for Proposals # IS2007-10-02

                                                                    FOR a

                                    Document Management Solution

                                                Issue Date: October 15, 2007




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                        LANE COUNTY INFORMATION SERVICES

                                               125 EAST 8TH AVENUE

                                             EUGENE, OR 97401-2926


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                    Proposals Due: Thursday, November 20, 2007
                                                     2pm PST
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                       LANE COUNTY RFP IS2007-10-02

                                           REQUEST FOR PROPOSAL

                                       LANE COUNTY
                                 Document Management Solution


                                          TABLE OF CONTENTS



LEGAL NOTICE

Part I             INTRODUCTION ......................................................................................4

Part II            EVALUATION METHODOLOGY ..............................................................7

Part III           TECHNICAL SPECIFICATIONS ........................................................ 10

Part IV            GENERAL INFORMATION ..................................................................... 25

Part V             PROPOSAL FORMAT AND CONTENTS ............................................... 31

Part VI            PROPOSAL PAGES ............................................................................... 38

                          COMPANY PROFILE...................................................................... 42

Part VII           CONTRACT & INSURANCE REQUIREMENTS .................................... 45


APPENDICES

           A       Cost Proposal
           B       Demonstration and Live Test Information
           C       HIPAA Business Associate Agreement




October 15, 2007                                           PAGE 2
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                            REQUEST FOR PROPOSAL
                            LANE COUNTY, OREGON
Legal Notice
Notice is hereby given that sealed proposals for RFP IS2007-10-02 for: LANE COUNTY Document
Management Solution shall be received by

  David Barbero
  Accounting Analyst
  Lane County Information Services
  125 East 8th Avenue
  Eugene, OR 97401-2926

until 2:00 PM PDT, November 20, 2007, at which time all proposals received in proper form shall be
publicly opened and recorded.

The scope of work includes the purchase and implementation of a scalable, enterprise Document
Management Solution with workflow and integration with PeopleSoft Financials ERP application that will
be used by all Lane County departments, beginning with the Accounts Payable invoicing business
process. This is not a Public Work’s project.

The outside of the sealed envelope shall be clearly marked with the Vendor's Name, Address, “RFP
IS2007-10-02 for: LANE COUNTY INFORMATION SERVICES / Document Management Solution,
Opening Date – November 20, 2007, 2:00 PM”.

After October 15, 2007 the Request for Proposal Documents may be obtained electronically by download
from the Lane County Internet web site at http://www.lanecounty.org/is, or they may be examined at the
Lane County Public Service Building, Information Services, 125 East 8th Avenue, Eugene, OR 97401-
2926. Requests may be made in person, by mail, by e-mail to David.Barbero@co.lane.or.us, by
telephone (541) 682-4032, or on the web at http://www.lanecounty.org/is. The secured electronic copy of
the RFP and its addenda maintained by Lane County shall be the master and controlling document. Any
Vendor who obtains an electronic or hard copy of the RFP shall provide their name and contact
information to David Barbero by e-mail to David.Barbero@co.lane.or.us or by telephone at (541) 682-
4032.

Each proposal must be submitted in the requested format. All Vendors shall be required to comply with
the provisions of ORS 656.017 regarding Workers' Compensation or be exempt under ORS 656.126.
Each RFP must contain a statement as to whether the Vendor is a resident Vendor, as defined in ORS
279A.120. All Vendors must be Equal Opportunity Employers.

Lane County may reject any proposal not in compliance with all prescribed public procedures and
requirements, and may reject for good cause any or all proposals upon a finding by Lane County that it is
in the public interest to do so.

Subject to changes based in part on Vendor’s actions, it is intended that the following dates will govern
this procurement.

ACTION                                                            DATE                        TIME
RFP ISSUE DATE                                                    October 15, 2007            2:00 PM PDT
PROPOSALS DUE AND PUBLIC PROPOSAL OPENING                         November 20, 2007           2:00 PM PDT

The anticipated schedule shown above expresses the present intent of Lane County. It is not a
representation, agreement or promise that, in fact, any projected date will be met.


October 15, 2007
                                                 PAGE 3
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                           PART I




                                       INTRODUCTION




October 15, 2007                           PAGE 4
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



                                        1.0 Project Summary
Lane County is seeking the implementation of a countywide Document Management Solution with
automated workflow capability and application integration with PeopleSoft Financials. The solution will
initially be implemented for Accounts Payable invoices, with future expansion to cover countywide
document management needs.

It is the purpose of this RFP to obtain proposals from qualified Vendors that can provide software,
hardware, and systems integration services that will ensure the successful implementation of the
Document Management Solution in accordance with the requirements set forth in this RFP. It is important
that the new system be scalable and flexible commensurate with changes in business practices, and
technology. Likewise, potential to take advantage of technological advancement is very important.

While the Document Management Solution will be implemented in a phased approach, it is expected that
all departments will be using the system by the end of the first year for Accounts Payable invoices.

1.1 Minimum Requirements:
The Document Management system must meet or exceed the following minimal functional requirements:

            •      Capture – This feature is the means users can get files into the document management
                   system. This should include scanning of paper documents as well as the importing and
                   conversion of electronic documents.
            •      Indexing and Retrieval – This feature should make it easy for a user to retrieve any
                   document in a fast and efficient manner. Also, this feature should have full text
                   indexing/searching, OCR, index fields, wildcard searches, and search by folder/file
                   structure capabilities.
            •      Distribution – This feature should allow for multiple users to access the same document
                   at the same time and allow for documents to be distributed by authorized users.
                   Distribution methods should include email, intranet, CD/DVD, printing, and faxing.
            •      Security – This feature should have user profiles that allow users to logon to the system.
                   Additionally, this feature should have further security that controls where the user can go,
                   what the user can see, and what actions the user can take.
            •      Annotations – This feature permits the user to append or hide information on a
                   document without altering the original document. This feature should be governed by
                   security settings.
            •      Workflow – This feature assists with the routing of documents within the system.
                   Workflow should be able to move, copy, and delete documents within the document
                   management system based on a predetermined set of rules. This feature can be used for
                   approvals, checking status, return receipts, and timed reminders.
            •      Audit Trail – This feature provides reports on who is doing what in the system as well as
                   when they did it. This feature should also track unauthorized attempts to access
                   restricted documents and locations.

1.2 RFP Information: The Request for Proposal (RFP) Documents may be obtained electronically by
download from the Lane County Internet web site at http://www.lanecounty.org/is, or they may be
examined at the Lane County Public Service Building, Information Services, 125 East 8th Avenue,
Eugene, OR 97401-2926. Any Vendor who obtains an electronic or hard copy of the RFP shall provide
their name and contact information to David Barbero by e-mail to David.Barbero@co.lane.or.us or by
telephone at (541) 682-4032. Lane County's procurement rules in Lane Manual Chapter 20 and Lane
Manual Chapter 21 govern this competitive process. Vendors agree to comply with all applicable federal,
state, and local law, including these Lane County rules, in submitting their proposals. Lane County may
reject any and all proposals not in compliance with all prescribed public procedures and requirements,
and may reject for good cause any or all proposals upon a finding by Lane County that it is the public
interest to do so. This RFP does not obligate the COUNTY to eventual purchase of any software,
equipment or services until a valid contract is executed. Lane Manual can be found on the internet at the


October 15, 2007                                     PAGE 5
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


following URL: http://www.co.lane.or.us/LaneManual/default.htm. The RFP will be issued on 10/15/07 and
will be due on 11/20/07.

1.3 Modification or Withdrawal of Proposal: Any proposal may be modified or withdrawn at any time
prior to the scheduled opening of proposals, provided that a telegraphic, electronic, facsimile or written
request is received by the party receiving RFPs prior to the scheduled opening. The request shall not
reveal any proposal details, but shall state only the modification, so that the proposal shall not be known
until the proposal is opened. The withdrawal of a proposal shall not prejudice the right of a Vendor to
submit a new proposal prior to the scheduled opening.

A proposal may not be modified, withdrawn, or canceled by the Vendor for one hundred eighty (180) days
following the time and date designated for the opening of proposals and the Vendor so agrees in
submitting the proposal. Should there be any reason why the contract cannot be awarded within the
specified period; the time may be extended by mutual agreement between the COUNTY and the Vendor.

1.4 Interpretation of Contract Documents: If the Vendor has any procedural or technical questions
regarding this Request for Proposal, please contact the following:

    David Barbero
    Accounting Analyst
    Lane County Information Services
    125 East 8th Avenue
    Eugene, OR 97401-2926
    Telephone: (541) 682-4032
    FAX: (541) 682-3638
    E-mail address: David.Barbero@co.lane.or.us

If a Vendor finds discrepancies in or omissions from the RFP documents, or is in doubt as to their
meaning, the Vendor shall notify COUNTY as described in PART IV, Section I-1, Protest of
Requirements.

Any changes to or interpretations of RFP documents shall be accomplished by Addenda which, if issued,
will be posted to the Internet and may be read or downloaded from the Lane County web site,
http://www.lanecounty.org/is. A copy of the addenda will also be available at the Lane County Public
Service Building, Information Services, and 125 East Eighth Avenue, Eugene, OR 97401-2926. It is the
Vendor’s full responsibility to obtain all addenda issued prior to the proposal submission deadline from the
COUNTY. Addenda so issued are to be covered in the proposal and are part of the proposal documents.
Failure to address matters contained in addenda could lead to rejection of entire proposal as non-
responsive. Vendor or any third party interpretations, corrections or changes made in any other manner
will not be binding, and Vendors shall not rely upon such interpretations, corrections, or changes. In case
of doubt or differences of opinion as to the interpretation of provisions of the RFP, the decision of
COUNTY shall be final and binding upon all parties.




October 15, 2007                                  PAGE 6
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                           PART II




                            EVALUATION METHODOLOGY




October 15, 2007                            PAGE 7
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



                         1.0     EVALUATION METHODOLOGY
An Evaluation Committee comprised of Lane County’s Document Management Implementation Team will
conduct the evaluation process. Committee members will evaluate proposals that appear to satisfy the
requirements using evaluation factors with assigned weights. The Committee may divide into subgroups
at times to manage and score specific evaluation activities throughout all of the evaluation phases
described below. Scores and results from all activities may be summarized, combined, accumulated or
otherwise organized to accomplish the overall scoring of the evaluation that will support the Evaluation
Committee’s final recommendation. The Evaluation Committee’s final recommendation will be subject to
the approval by the Lane County Management Team and the Lane County Board of Commissioners.
Such approval may require additional review of results, extension or addition of evaluation activities or
additional deliberation of proposal materials before it is granted.

The Evaluation Committee will include representatives from major Lane County departments including
managers, supervisors, system end users, and IT specialists.

1.1     Budget Compliance

Proposals will be evaluated first on the Vendor response to Section 2.2.1 Document Management
Solution Purchase Budget, PART III, TECHNICAL SPECIFICATIONS. Proposals will be rejected if they
do not comply with the stated budget requirement that states the cost of the solution must not exceed
$300,000.

1.2     RFP Scoring

Remaining proposed solutions will be scored based on their responses to the vendor questions in this
RFP. Each vendor question in PART III, TECHNICAL SPECIFICATIONS, should have the number of
points assigned to that question and the summary of the overall points is shown below.

RFP Scoring Summary:
                                                                                      Score
Criteria based on Vendor RFP Responses
Document Management Solution                                                         20
Procurement Objectives                                                               15
Purchase Budget                                                                      10
Approach                                                                             15
Project Management                                                                   10

Required Business Specifications                                                     127
Preferred Business Specifications                                                    52
Desired Business Specifications                                                      2
Required Technical Specifications                                                    119
Preferred Technical Specifications                                                   35
Desired Technical Specifications                                                     0

Total Score:                                                                         405



1.3     General Evaluation Procedure

Proposals will be evaluated and scored according to the evaluation criteria in three phases, described
below.




October 15, 2007                                PAGE 8
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


As evaluation activities are coordinated with participating Vendors, specifications and logistics will be
provided for each activity. Deadlines will be set for these activities, including deadlines for Vendors to
deliver additional requested materials. COUNTY reserves the right to extend any related deadline no less
than two (2) days prior to such deadline in the interests of encouraging and assuring appropriate
expenditure of public funds, and without prejudice.

In addition to information submitted by each Vendor in this competitive process, COUNTY reserves the
right to review and utilize information which the COUNTY may have related to prior contacts or
experience with any Vendor, including information from trade shows, conferences, Requests for
Information (RFI), etc.

        1.3.1      Phase 1
                   Proposal responses to the County budget requirement in PART III, Section 2.2.1
                   Document Management Solution Purchase Budget will be reviewed for compliance. The
                   cost proposal submitted according to instructions in Appendix A will then be reviewed. If
                   either shows that the Vendor’s response is not in compliance with the not-to-exceed
                   $300,000 budget requirement of this RFP, the proposal will be rejected.

        1.3.2      Phase 2
                   All qualifying proposals following Phase 1 will be reviewed and assigned points by the
                   evaluating committee. Additionally, Vendor references may be checked and the
                   Evaluation Committee may develop and distribute written follow-up questions to solicit
                   greater detail on the information provided. The Evaluation Committee will then consider
                   whether points have been appropriately assigned in light of the responses to questions
                   and reference checks. They will make any necessary adjustments to assigned points,
                   and recommend the Vendors who will be included in the final group for which the final
                   phase of evaluation will take place.

        1.3.3      Phase 3
                   A final set of Vendors will be chosen for a final stage of evaluation that will be done to
                   further develop and validate specifications of the proposed solution for the Evaluation
                   Committee. This phase will consist of activities designed for specific information
                   gathering, which may include a Demonstration and Live Test of the software proposed,
                   direct interviews, additional reference checks, responses to additional follow-up
                   questions, information gathered from supporting documentation, and client site visits.
                   The criteria for evaluation of the outcomes of these Phase 3 activities are the same as
                   that listed earlier in this section.

                   The score of the Live Tests is part of the evaluation process and demonstrating Vendor
                   will be provided with the results of their own tests. Information gathering during this phase
                   of evaluation will require the Vendor to be prepared to:
                   • Provide technical staff for interviews;
                   • Provide additional technical documentation;
                   • Accommodate and/or assist to coordinate site visits by representatives of the
                        COUNTY; and
                   • Conduct a demonstration and/or live test of proposed software, for which
                        specifications will be provided in advance.

                   The Vendor shall be responsible for all costs for preparation and presentation in this
                   regard.

                   The final successful Vendor will be chosen based on scores and results of Phase 3 of the
                   evaluation process. The COUNTY reserves the right to reject any proposal not in
                   compliance with the proposal documents or all prescribed public bidding procedures and
                   requirements and may, for good cause, reject any or all proposals when it is in the public
                   interest to do so.

October 15, 2007                                     PAGE 9
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                           PART III




                            TECHNICAL SPECIFICATIONS




October 15, 2007                            PAGE 10
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                           PART III

                                  TABLE OF CONTENTS


1.0 BACKGROUND INFORMATION
1.1 LANE COUNTY ORGANIZATION STRUCTURE
1.2 DOCUMENT MANAGEMENT AT LANE COUNTY
1.3 CURRENT ACCOUNTS PAYABLE PROCESS, VOLUME, AND USAGE
2.0 PROJECT LEVEL
2.1 REQUESTED SOLUTION
2.2 PROCUREMENT OBJECTIVES
2.3 APPROACH
3.0 PROJECT OVERSIGHT
3.1 PROJECT MANAGEMENT SERVICES
3.2 LANE COUNTY RESPONSIBILITIES
4.0 DOCUMENT MANAGEMENT BUSINESS REQUIREMENTS
4.1 OVERVIEW OF DOCUMENT MANAGEMENT SOLUTION
4.2 USER INTERFACE
4.3 WORKFLOW
4.4 INTEGRATION
4.5 SCALABILITY
4.6 DOCUMENT CAPTURE
4.7 SUPPORTED FILE FORMATS
4.8 INDEXING AND SORTING
4.9 ANNOTATIONS
4.10 RETRIEVAL AND ADVANCED SEARCHING
4.11 DISTRIBUTION
4.12 STORAGE AND FILE STRUCTURE
4.13 ARCHIVING AND PURGING
4.14 SECURITY AND AUDITING
4.15 REGULARTORY COMPLIANCE
4.16 REPORTING AND ANALYTICS
4.17 CUSTOMIZATION
4.18 ADMINISTRATION AND SUPPORT
4.19 DOCUMENTATION
4.20 DATA CONVERSION OF EXISTING SYSTEMS
4.21 ACCOUNTS PAYABLE INVOICE PROCESSING
4.22 IMPLEMENTATION AND TRAINING PLAN
4.23 VENDOR EXPERIENCE WITH ACCOUNTS PAYABLE IMPLEMENTATIONS
4.24 VENDOR EXPERIENCE WITH LOCAL GOVERNMENT IMPLEMENTATIONS
4.25 REGIONAL PRESENCE
4.26 ADDITIONAL FEATURES
5.0 TECHNICAL SPECIFICATIONS
5.1 APPLICATION SPECIFICATIONS
5.2 HARDWARE SPECIFICATIONS
5.3 NETWORK SPECIFICATIONS
5.4 SECURITY SPECIFICATIONS
5.5 SERVER SPECIFICATIONS
5.6 DATABASE SPECIFICATIONS
5.7 SUPPORT SPECIFICATIONS



October 15, 2007                            PAGE 11
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                         1.0      BACKGROUND INFORMATION
The information in the section is intended to provide the responder with an overview of the County and to
convey the project’s priorities. The responder should use this information to gain a sense of the County’s
size and scope of services provided.

1.1 Lane County, Oregon
Lane County was established in 1851 and is geographically situated on the west side of Oregon, about
midway down the state’s coastline. The County encompasses 4,620 square miles and, in many ways,
typifies Oregon. The County’s lands are geographically a microcosm of the state—ranging from rugged
glaciated mountains in the east, through a broad valley spreading across the Willamette River mid-
county, to a beautiful and rugged coastline along the western edge. With a population of 339,740, Lane
County is the fourth most populous county in Oregon and the third most populous metropolitan statistical
area (MSA) in the state. Lane County’s population continues to increase, with a growth rate of 4.0%
between 2000 and 2005.

The Lane County Home Rule Charter is the basic law under which the County operates, and can be
amended only by a vote of the people. The Charter grants authority to a full-time compensated, five-
person Board of County Commissioners to legislate and administer County government within the limits of
that authority. Commissioners are individually elected for four-year terms by Lane County voters from
specific geographic regions. Board action is effected by a simple majority vote of three of the five Board
members.

As a general purpose government, the mission of Lane County is to effectively provide essential
government services for all County citizens as authorized in its Charter. Lane County consists of service
departments grouped into three categories: Support Services (which includes the Board of
Commissioners, County Administration, County Counsel, Management Services, and Information
Services), Public Services (which includes Health & Human Services, Public Works, Assessment and
Taxation, Children and Families, Workforce Partnership and the County Fair Board), and Public Safety
(which includes the Sheriff’s Office, Justice Courts, the District Attorney, and Youth Services).

1.2     Document Management at Lane County

Several Lane County departments are already taking advantage of document imaging and archival
solutions including Management Services - Deeds & Records and Elections; Assessment & Taxation;
District Attorney’s Office; Public Works - Administrative Services and Land Management Division; and
Youth Services.

The software used by most departments is Kofax Ascent Capture for scanning, imaging, and storing and
a custom in-house application called LCDocView for viewing documents. In-house applications are used
to integrate the imaged documents with third party applications. Deeds & Records uses Helion
Software’s recording package and ActiveDoX application for indexing, imaging, archiving, and viewing
recorded documents. Elections use the statewide election system for imaging and document
management.

Lane County departments have similar needs and requirements for document management.
Requirements for Accounts Payable invoices are the same requirements needed throughout the
organization for all areas of document management. A Document Management Solution is required that
will capture, store, archive, index, retrieve, distribute, and secure documents; print, fax, and email
documents; as well as satisfy the needs for annotations, workflow; advanced search capabilities, security,
regulatory compliance, and integration.


1.3     CURRENT ACCOUNTS PAYABLE PROCESS, VOLUME, AND USAGE


October 15, 2007                                 PAGE 12
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


Current Accounts Payable Process

The current Accounts Payable business process at Lane County is a hybrid approach where invoices are
processed and approved at decentralized locations in the departments while paid and audited centrally by
Financial Services.

Correspondence from vendors for payment of goods and services are usually delivered in paper format
by U.S. Mail to the Lane County mailroom. In some cases, invoices are received electronically by email
or fax, but still printed out for processing and storage. The paper invoices are routed to the appropriate
department and administrative staff by the mailroom, then routed manually within the department for
various levels of approval.

Once the manual approvals and required information such as account coding is complete, the invoices
are used to create Accounts Payable vouchers in PeopleSoft Financials (version 8.8) for payment. The
vouchers are submitted for approval and payment through the PeopleSoft Workflow process. However,
the paper invoice is manually delivered to Central Finance and filed in storage cabinets.



Accounts Payable Volume Analysis

Over the last five years, Lane County has averaged over 50,000 Accounts Payable transactions annually
and around 4,200 invoices are processed each month.


Accounts Payable User Analysis

Based on internal survey results, the RFP should be based on the below number of users:
   • 100 concurrent users for full access which should include workflow capabilities.
   • 250 total users for full access which should include workflow capabilities
   • 150 concurrent users for read only access.
   • 400 total users for read only access.

Each Vendor should provide a quote for additional future user licenses as well.



                                         2.0 Project Level

Responders should refer to Part V Proposal Format and Contents before answering the following
questions in 2.1 - 5.7 of this Part.

2.1     REQUESTED SOLUTION

The Vendor can offer a product that includes components provided by business partners or other third
party products. All components proposed will be evaluated as a single solution in accordance with the
requirements of this RFP. The Vendor should propose a solution most compatible with the requirements
of PART III, TECHNICAL SPECIFICATIONS and should respond to each element in a manner that can
be validated through the means cited in PART II, EVALUATION METHODOLOGY.

It is PREFERRED that:
2.1.1 Document Management Solution (20 points)
              The Document Management Solution should:
              • Be capable of supporting a multi-department environment;
              • Support existing and planned business functions;

October 15, 2007                                 PAGE 13
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


                   •   Facilitate business gains in productivity and efficiency;
                   •   Meet high standards for ease of use and functionality;
                   •   Automatically share and transfer data to eliminate duplicate data entry as much as
                       possible; and
                   •   Interface to external systems as needed to support business functions.


2.2     PROCUREMENT OBJECTIVES (15 points)

It is PREFERRED that:
In addition to all other requirements set forth in this document, objectives for attaining the goal of
procuring and implementing the best Document Management Solution for the COUNTY include:
         • Selecting a Vendor with a proven track record for the system proposed;
         • Procuring flexible systems with promise for meeting future demands;
         • Procuring systems designed for usability; that is, designed for people to help them do their
            work in an effective and satisfying way;
         • Procuring integration functions that complete an enterprise where redundant data entry is
            minimized;
         • Receiving sufficient training to enable a smooth transition for all users of the systems;
         • Implementing systems within a reasonably short amount of time; and
         • Purchasing systems that are priced within the COUNTY authorized budget for purchase,
            installation and support.


It is REQUIRED that:
        2.2.1 Document Management Solution Purchase Budget (10 points)
              The Document Management Solution system must be affordable. The COUNTY has
              funding that cannot exceed $300,000 for purchase of the requested solution. Vendor
              proposals must be priced to not exceed this $300,000 amount. On-going support,
              maintenance, upgrades, and options may be proposed that are priced outside of this
              budget, but they may not be functions or features or services that are integral to the
              solution. Options may be proposed and priced separately for functions and features that
              meet requirements designated as “DESIRED” in this RFP, for instance, or they may be
              enhancements beyond what has been stated in the RFP requirements. The Vendor’s
              cost proposal must identify cost according to instructions and guidelines in APPENDIX A,
              Cost Proposal. This will provide the means to identify the system cost separate from the
              cost of options. The Vendor must indicate here that the cost proposal provided complies
              with this not-to-exceed $300,000 budget requirement.



2.3     APPROACH (15 points)

It is REQUIRED that:
The Vendor should offer a full plan, product set and technical solution to implement the Document
Management Solution as described. The Vendor should consider the following to be essential to the
proposed solution:
        • A phased approach that initially implements the system within a subset of County
            departments
        • Training and consulting during the initial phase that enables County staff to successfully
            complete following phases with minimal Vendor assistance;
        • Integration with Vendor and in-house developed software systems minimizing manual entry
            and extraction of Document Management Solution data;
        • Affordable ongoing support and upgrades.



October 15, 2007                                  PAGE 14
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



                               3.0      PROJECT OVERSIGHT
3.1     PROJECT MANAGEMENT SERVICES (10 points)

It is PREFERRED that:
The COUNTY requests that the Vendor provide project management services sufficient to plan the
proposed scope, schedule, quality, and risks of the implementation; and to assist the COUNTY Project
Manager in the actual implementation of the solution. The County Project Manager will collaborate with
the Vendor’s project management resources and process to help:
         • Ensure that the various elements of the project are properly planned;
         • Execute the Project Management Plan by carrying out the activities described therein; and
         • Manage overall change control by properly coordinating changes across the entire project.

Project management services will be provided by the Vendor that meets requirements stated above.
Please describe how project management services will be provided and include details to help us
understand the proposed process; level of effort, commitment of resources and key personnel, and
logistics for managing planning, risk, and quality assurance. Include the roles and responsibilities of the
Vendor’s staff and County staff for:
         • Approvals and/or replacement of key personnel,
         • Development and approval of plans;
         • Scope, quality and risk management;
         • Schedule management; and
         • Status reporting and other communications functions


3.2     LANE COUNTY RESPONSIBILITIES (no points)

REQUESTED INFORMATION:
The Vendor shall fully describe the responsibilities expected of the COUNTY. These should address
expectations for technical or administrative products or tasks and hardware or software to be supplied.




October 15, 2007                                 PAGE 15
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



      4.0     DOCUMENT MANAGEMENT BUSINESS REQUIREMENTS
Functional requirements and information requests for this section are expressed as numbered items
below. Each item is labeled, numbered and is followed by an indication that a “Vendor’s Response” is
needed. Each item is a requirement or question and they are grouped according to the following ranking
in importance:
It is REQUIRED indicates functionality is mandatory in the proposed system.
It is PREFERRED indicates it is preferred that the functionality is present in the proposed system.
It is DESIRED indicates functionality that would be nice to have but is not a priority.
REQUESTED INFORMATION is used to solicit information rather than express requirements for the
products and services delivered.

For each numbered requirement stated in this section, the RFP requests a product or service description
that would support the Vendor’s compliance with the requirement. Those guidelines should be used to
prepare responses.

It is REQUIRED that:
4.1     OVERVIEW OF DOCUMENT MANAGEMENT SOLUTION (no points):                      Please provide an
        overview of your proposed Document Management Solution.


4.2     USER INTERFACE (10 points): Please describe the user interface of your proposed Document
        Management Solution and describe how it is easy to learn and use.


4.3     WORKFLOW (10 points): Please describe the workflow functionality of your proposed Document
        Management Solution and how workflow is used to streamline approval processes and Accounts
        Payable processes and documents.


4.4     INTEGRATION (10 points): Please describe how your proposed Document Management
        Solution can integrate with other third party applications including PeopleSoft Enterprise
        Financials/Supply Chain Management.


4.5     SCALABILITY (10 points): Please describe how your proposed Document Management Solution
        is scalable and portable to accommodate growth and future countywide document management
        and IT needs.


4.6     DOCUMENT CAPTURE (10 points): Please describe the document capture functionality of your
        proposed Document Management Solution and include the document entry methods, batch
        processing, scanning interface, quality control, and OCR/ICR functionality.


4.7     SUPPORTED FILE FORMATS (5 points): Please describe the file formats that are supported for
        your proposed Document Management Solution including import, export, and output formats.


4.8     INDEXING AND SORTING (10 points): Please describe the indexing and sorting functionality of
        your proposed Document Management Solution.




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LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


4.9     ANNOTATIONS (5 points): Please describe the annotation functionality of your proposed
        Document Management Solution including the ability to redact, highlight, add notes, stamps, and
        append pages.


4.10    RETRIEVAL AND ADVANCED SEARCHING (10 points): Please describe the retrieval and
        advanced searching functionality of your proposed Document Management Solution including the
        ability to perform full text searches of documents.


4.11    DISTRIBUTION (5 points): Please describe the document distribution functionality of your
        proposed Document Management Solution including the ability to print, fax, and email
        documents.


4.12    STORAGE AND FILE STRUCTURE (2 points): Please describe the document storage and file
        structure functionality of your proposed Document Management Solution.


4.13    ARCHIVING AND PURGING (5 points): Please describe the archiving and purging functionality
        of your proposed Document Management Solution.


4.14    SECURITY AND AUDITING (10 points): Please describe the security and auditing functionality
        of your proposed Document Management Solution, including user permissions, authentication,
        encryption, and administration.


4.15    REGULATORY COMPLIANCE (5 points): Please describe how your proposed Document
        Management Solution can satisfy regulatory compliance and legal requirements such as HIPPA,
        Sarbanes-Oxley, and mandatory retention schedules.


4.16    REPORTING AND ANALYTICS (5 points): Please describe the reporting and analytics
        functionality of your proposed Document Management Solution including canned and adhoc
        reports to monitor workflow status, audit security administration, track regulatory compliance, and
        measure system performance.


4.17    CUSTOMIZATION (5 points): Please describe how your proposed Document Management
        Solution can be customized and is flexible to accommodate the diverse needs of departments
        and end users.
.

4.18    ADMINISTRATION AND SUPPORT (5 points): Please describe the administration and support
        required to maintain your proposed Document Management Solution.


4.19    DOCUMENTATION (5 points): Please describe the documentation, online help, and support
        available for your Document Management Solution.




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LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


It is PREFERRED that:
4.20     DATA CONVERSION OF EXISTING SYSTEMS (5 points): Please describe how your proposed
         Document Management Solution will allow data to be converted from existing systems, such as
         Kofax, and the tools used.


4.21    ACCOUNTS PAYABLE INVOICE PROCESSING (10 points): Please describe how your
        proposed Document Management Solution can streamline the processing of Accounts Payable
        invoices.


4.22    IMPLEMENTATION AND TRAINING PLAN (10 points): Please describe the implementation and
        training process and timelines required for implementing your document management solution.


4.23    VENDOR EXPERIENCE WITH ACCOUNTS PAYABLE IMPLEMENTATIONS (15 points):
        Please describe your organization’s experience implementing document management solutions
        for Accounts Payable business processes.


4.24    VENDOR EXPERIENCE WITH LOCAL GOVERNMENT IMPLEMENATIONS (10 points): Please
        describe your organization’s experience implementing document management solutions for local
        governments and public sector agencies.


It is DESIRED that:
4.25     REGIONAL PRESENCE (2 points):          Please describe your organization’s experience
         implementing document management solutions in the state of Oregon and Lane County.


REQUESTED INFORMATION:
4.26 ADDITIONAL FEATURES (no points): Please describe additional major features in the software
     including business process efficiencies and any optional features available.




October 15, 2007                              PAGE 18
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                          5.0      TECHNICAL SPECIFICATIONS

Lane County Information Systems Department has published required technical specifications for the
COUNTY. Vendors must describe how their proposed solution meets, or does not meet, each of the
following technical specifications:

5.1     APPLICATION SPECIFICATIONS
It is REQUIRED that:
5.1.1     DATA ACCESS (5 points): All data for the proposed software application should be directly
          accessible from major industry standard data access tools or provide another means for data
          access. Please describe the proposed tools, system facilities, third-party software utilities, or
          other technical means available for access to the data in the proposed software
          application.


5.1.2      DATA INTEGRITY (5 points): Please describe how the proposed software application
           maintains the integrity of user data and prevents data loss or corruption. Discuss built-in
           editing functionality, e.g. how the application validates user input and uses formatted objects to
           ensure users enter numbers and dates correctly.


5.1.3      DATA INTEGRATION (5 points): Please describe how the proposed software application
           provides integration with other applications. Does it make use of Service Oriented
           Architecture?


5.1.4      DATA INTERFACES (5 points): Please describe how the proposed software application
           provides interfaces with other applications. Are web services available for use?


It is PREFERRED that:
5.1.5     WEB USER INTERFACE (2 points): Please state if the proposed software application
          provides a browser user interface and if it supports Internet Explorer v6 Sp1 or later.


It is REQUESTED that:
5.1.6     APPLICATION DEPENDENCIES (no points): Please describe any known dependencies on
          specific versions of any workstation operating system objects and any known incompatibilities
          between the proposed software application and other commonly used workstation software.


5.1.7      APPLICATION CONFIGURATION (no points): Please describe the ways in which the
           proposed software application can be configured by individual local users or COUNTY IT staff.


5.1.8      APPLICATION LICENSES (no points): Please provide cost information for all server and
           workstation application licenses for users for both the production and test environments.




October 15, 2007                                  PAGE 19
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



5.2     HARDWARE SPECIFICATIONS
It is REQUIRED that:
5.2.1     MINIMUM WORKSTATION REQUIREMENTS (10 points): Please state if the proposed
          software application operates satisfactorily on the minimum requirements for a workstation
          operating in the COUNTY, as set forth in the following table:

                   Table 5.2.1 Minimum COUNTY Workstation Specifications
                    Item                   Requirement
                    Processor Speed        1.4 GHZ
                    RAM                    256MB
                    Free Storage Space     3GB
                    Operating System(s)    Windows 2000 Sp4 or Windows XP Sp2
                    Internet browser       Internet Explorer 6 Sp1 (only)
                    MDAC level             2.8
                    SQL client             MS SQL Client v.2000 Sp3 or higher
                    Video display          17” CRT or LCD single monitor
                    Video adapter          2MB memory
                    Display settings       800 X 600 Resolution
                    USB ports              2 ports running 1.1 speed USB
                    Floppy drive           1.44MB 3.5” drive
                    CD-ROM drive           32X Speed CD without write capability
                    Network interface      Ethernet 10/100MB running TCP/IP




5.2.2      WORKSTATION SOFTWARE (10 points): Please state if the proposed software application
           operates satisfactorily on workstations that meet the following requirements for workstation
           software in the COUNTY, as set forth in the following table:

                   Table 5.2.2 Required COUNTY Workstation Software
                     Workstation Software                     Requirement
                    Antivirus                  McAfee VSE 8.0I with port 25 Blocking
                    Antispy                    Spybot Search& Destroy, Ad Aware
                    Desktop Management         LANDesk 8.7 with Security Suite
                    File Compression           Winzip 8
                    PDF Reader                 Adobe Acrobat Reader version 7.x
                    Office Suite               Microsoft Office 2000, XP, 2003
                    E-mail                     Microsoft Outlook 2000, XP, 2003




5.2.3      RECOMMENDED WORKSTATIONS (5 points): Please indicate if upgrades to COUNTY
           specifications for workstations are recommended to better run their proposed software
           application, e.g. additional RAM.


5.2.4      WORKSTATION OPERATING SYSTEM (5 points): Please state if the proposed software
           application can be operated on workstations utilizing the following workstation operating
           systems: Windows 2000, Sp4 or Windows XP, Sp2.




October 15, 2007                                 PAGE 20
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


5.2.5      LANE COUNTY SERVERS (5 points): The COUNTY’S client/server and web application
           servers are managed by the Lane County Information Services Department (LCIS). The
           servers are housed in a secure computer facility run by LCIS. The computer facility provides
           an Uninterruptible Power Supply (UPS) and a backup generator for COUNTY servers. UPS
           and generator access will be available for proposed new hardware. The existing COUNTY
           server infrastructure runs on Hewlett Packard (HP), Compaq and International Business
           Machines (IBM). Servers are backed up by Commvault Galaxy, a common backup system
           used for all servers supported by LCIS. Please acknowledge the proposed software
           application can successfully operate in this environment.


5.2.6      REDUNDANT ARRAY OF INDEPENDENT DISKS (RAID) (5 points): The disk system for all
           proposed servers must use RAID with a hot spare. Please describe the minimum and
           recommended server specifications and configuration for the proposed software application,
           estimating 100 concurrent full access users and 150 concurrent read only access users across
           Lane County.


It is REQUESTED that:
5.2.7     REDUNDANT POWER SUPPLIES (no points): Please describe the proposed software
          application’s redundant power requirements/supplies.


5.2.8      MONITOR RESOLUTION (no points): Please indicate the minimum required and
           recommended workstation monitor resolution for the proposed software application. Also
           indicate the minimum required and recommended workstation video card specifications.



5.3     NETWORK SPECIFICATIONS
The COUNTY uses a regional network, TCP/IP and Ethernet over Local Area Networks (LANs) / Wide
Area Networks (WANs). The network operating system is Windows 2003, using Domain Name System
(DNS) for address resolution and Dynamic Host Configuration Protocol (DHCP) for address assignment.
The back bone is Gigabit Ethernet with most desktops connected at 100 megabits. There are remote
locations with 1.544Mb/s (T1’s), and DSL and Cable Modem packages with 1.2Mb’s down and 700Kb/s
up.

It is REQUIRED that:
5.3.1     ELECTRONIC MAIL INTERFACE (5 points): If the proposed software application interfaces
          to an existing electronic mail system, the interface must be Messaging Application
          Programming Interface (MAPI) or Simple Mail Transfer Protocol (SMTP) compliant. Please
          describe the interface of the proposed software application to an electronic mail system, if
          applicable.


5.3.2      ETHERNET (5 points): Please acknowledge the proposed software application runs
           satisfactorily on an Ethernet network.


5.3.3      INTERNET CONNECTION BANDWIDTH (5 points): The proposed software application
           must be able to operate with an Internet connection that is currently rate-limited to 11Mb/s.
           This 11 Mb/s connection is shared by 2,500 users. Please list the recommended requirements
           for the proposed software application to operate over the Internet.




October 15, 2007                                PAGE 21
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


5.3.4      TCP/IP (5 points): Please acknowledge the proposed software application runs on a TCP/IP
           network.


5.3.5      NETWORK PROTOCOLS (5 points): Please describe the network protocols used by the
           proposed software application (HTTP/HTTPS, RDP, etc.) Include network ports.



5.4     SECURITY
Lane County’s current client/server environments use Windows authentication facilities for application
user ID and password to grant access permissions to applications. Centralized security administration is
currently provided by the Lane County Information System (LCIS) support staff.

It is REQUIRED that:
5.4.1     AUTHORIZED USER ACCESS (10 points): Access to all components of the proposed
          software application must be granted to authorized users only. Authorized users must be
          identified by a user ID and password or another means that provides equivalent or better
          security. Please describe the user security model use in the proposed software application.


5.4.2      INTERNET SECURITY (5 points): If the proposed software application connects to the
           Internet, an industry accepted level of encryption must be used for data transmissions. Please
           describe the encryption methods used and other security features in the Internet component of
           the proposed software application.


5.4.3      REMOTE ACCESS (5 points): If the software application resides in Lane County’s secure
           computer facility and remote access to the software application is required, access will be
           provided through a SSL Virtual Private Network (VPN). Please describe the Vendor’s need for
           remote access to Lane County’s facility and what security methods and standards the Vendor
           uses for remote access.


It is PREFERRED that:
5.4.4     SIMULTANEOUS USER ACCESS (2 points): A user can logon to the proposed software
          application simultaneously at more than one workstation. Please state if the proposed
          software application allows this functionality.


5.4.5      UNSUCCESSFUL LOGON ATTEMPTS (2 points): The proposed software application
           should disable a user account if a defined number of unsuccessful logon attempts are made
           within a defined time period. Please describe the business rules regarding unsuccessful logon
           attempts for the proposed software application.


5.4.6      USER AUTHENTICATION (1 point): If the proposed software application is to reside in Lane
           County’s secure computer facility, the proposed software application should use Microsoft’s
           Active Directory for user authentication and authorization. Please describe the certification/
           authentication the proposed software application supports.


5.4.7      USER ID (2 point): The proposed software application should support the current COUNTY
           standard of an eight or nine-character alpha or alphanumeric user ID. Please describe the
           rules for User ID format.



October 15, 2007                                PAGE 22
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




5.4.8      PASSWORD SECURITY (5 points): Please describe the password characteristics and
           capabilities of the proposed software application.




5.5     SERVER SOFTWARE
It is REQUIRED that:
5.5.1     OPERATING SYSTEM PATCHING AND UPDATES (3 points): Please acknowledge that
          the proposed software application will permit operating system patching and updates, and
          allow for a system restart when a patch or update requires it.


5.5.2      SERVER OPERATING SYSTEM (3 points): Lane County’s standard server operation
           system is Microsoft Windows 2003 Server. Please acknowledge that the proposed software
           application will run on the required server operating system.


5.5.3      SYSTEMS MANAGEMENT AND MONITORING (2 points): Please acknowledge that the
           proposed software application will cooperate satisfactorily with Microsoft Systems
           Management Server and Microsoft Operations Manager, as well as with HP, Compaq and IBM
           hardware management agents.


5.5.4      WEB SERVER SOFTWARE (2 points): Please acknowledge that the proposed software
           application is able to operate on Microsoft Internet Information Server, if it is a web application.


5.5.5      ANTIVIRUS PROTECTION (2 points): Please acknowledge that the proposed software
           application will cooperate satisfactorily with the COUNTY’S antivirus software, Trend Server
           Protect, and permit automatic antivirus definition updates.


5.5.6      BACKUP (2 points): Vendor software applications that are located in the COUNTY computer
           facility and managed by the COUNTY for backup and recovery are required to utilize the Lane
           County Back-Up Facility. Lane County uses the following backup system: CommVault SW,
           EMC SAN with an ADIC tape library. Please acknowledge that the proposed software
           application can be backed-up using the COUNTY backup system.


It is PREFERRED that:
5.5.7     WEB SERVER SOFTWARE (1 point): Any web application components of the proposed
          software application should use .NET 2 Framework. Please state the proposed software
          application web application component language.



5.6     DATABASE REQUIREMENTS
It is PREFERRED that:
5.6.1     DATABASE (5 points): Lane County’s standard for the DBMS is MS SQL Server. Please
          state the DBMS used for the proposed software application.




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LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




It is REQUESTED that:
5.6.2     SECURITY PATCHES (no points): Please describe your methodology for applying security
          patches.


5.7     SUPPORT

It is PREFERRED that:
5.7.1     SUPPORT AVAILABILITY (5 points): Lane County’s regular business hours are 0800 until
          1700 PST, Monday through Friday. Please describe the available support for the proposed
          software application.



5.7.2      TEST ENVIRONMENT (5 points): Please describe the recommended approach to test
           environments so Lane County users can test new version of the software without affecting the
           production environment.



5.7.3      TRAINING ENVIRONMENT (5 points): Please describe the approach and methodology
           related to the test environment so COUNTY users can test new versions of the proposed
           software application without affecting the production environment.



It is REQUESTED that:
5.7.4     PRODUCTION ENVIRONMENT (no points): Please provide a description and a diagram of
          the recommended production server configuration for the proposed software application.




October 15, 2007                                PAGE 24
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                           PART IV




                                GENERAL INFORMATION




October 15, 2007                            PAGE 25
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



                                 GENERAL INFORMATION

I-1 Protest of Requirements: A prospective Vendor may protest the competitive process or provision(s)
in the RFP if they believe the process is contrary to law, or that the RFP document is unnecessarily
restrictive, is legally flawed or improperly specifies a brand name pursuant to the requirements in ORS
279B.405(2)(a) and (4). Protests shall be in writing and delivered to David Barbero, Accounting Analyst,
Lane County Information Services, 125 East 8th Avenue; Eugene, OR 97401-2926, at least fourteen (14)
calendar days prior to closing date. Protests of specifications, technical, contractual or procedural
requirements shall include a detailed statement of the legal and factual grounds for the protest, any
proposed changes to the requirements and a description of the resulting prejudice to the Vendor.

The purpose of this requirement is to permit COUNTY to correct, prior to the opening of proposals,
requirements that may be unlawful, or from COUNTY’S perspective may be improvident or which may
unjustifiably restrict competition. This requirement, by permitting corrections prior to the opening of
proposals, should eliminate the waste inherent in protests and in the possible rejection of all proposals.
In order to have their complaints considered, Vendors must submit them within the time established in
this PART, Section I-1, Protest of Requirements. COUNTY may not at any subsequent time consider
Vendors’ objections to technical requirements or specifications. Vendors will have an opportunity to
submit with their proposals certain proposed modifications to contract terms which may apply specifically
to them, but are not modifications necessary to ensure lawfulness or open and fair competition overall. If
Vendor finds discrepancies or omissions or has questions about the interpretation of any provisions in the
RFP document, or wishes to request non-substantive or procedural changes, it shall follow the process in
this section.

I-2 Vendor Demonstration: Vendors may be invited to present a demonstration and/or conduct a Live
Test of the proposed software. The Vendor will be required to present this demonstration on site at the
Lane County Public Service Building. All costs related to providing the demonstration will be the
responsibility of the Vendor.

I-3 Proposal Preparation and Submission: An authorized representative of the company shall sign a
master printed copy in ink. Three (3) additional printed copies and one (1) electronic copy shall be
supplied. The electronic copy shall be provided in Microsoft Word and/or Excel format on CD-ROM
media (preferred), or on a USB Flash Drive. The person signing the RFP shall initial alterations or
erasures in ink on the master printed copy. The Vendor is responsible for ensuring all such initialed
changes have been made to the electronic copy submitted. At least one proposal submitted by Vendor
must bear an original signature. In the event there are any discrepancies among the master printed copy
and any other copies provided, the original signed master shall control and take precedence.

Proposals must be complete and include responses to all items/information requested. Proposals must
be prepared in the exact format stated in PART V, PROPOSAL FORMAT AND CONTENTS, of this RFP.
Proposals which are incomplete, fail to respond to all items requested, have unauthorized
changes/modifications to the RFP solicitation document or Addenda terms, or are prepared in another
format, may not be considered minor informalities under Lane Manual, Chapter 21.105(9). Such errors
may be deemed by COUNTY, in its sole discretion, as rendering the proposal non-responsive and subject
to rejection.

Proposals must be submitted in sealed package(s) or envelope(s). To ensure proper identification and
handling, all package(s) or envelope(s) must be clearly marked with “RFP IS2007-10-02 for: LANE
COUNTY INFORMATION SERVICES / Document Management Solution, Opening Date – November 20,
2007, 2:00 PM”.

Lane County Information Services must receive proposals and pricing information prior to the scheduled
RFP closing date and time. Late proposals and/or modifications will not be considered. Facsimile
proposals or signatures shall not be accepted.

October 15, 2007
                                              PAGE 26
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




Proposals received in response to this RFP shall be opened at Lane County Public Service Building,
Information Services, 125 East 8th Avenue, Eugene, OR 97401-2926 (unless otherwise specified) at the
scheduled closing time. Vendors who attend the opening will be informed only of the names of Vendors
submitting proposals.

I-4 Alternate Responses: Vendors may submit more than one response. All such alternate responses
must: 1) be submitted in the same envelope with the primary response, be clearly labeled as Alt 1, Alt 2,
etc. and 2) comply with the requirements of the Request for Proposal except that additional responses
may incorporate, by reference, repetitive information, which is provided in the primary response.

I-5 Budget:    Total price for proposed solution shall not exceed $300,000, excluding cost of features
proposed as optional. This is further described in PART III, Section 2.2.1, Document Management
Solution Budget, and in Appendix A, COST PROPOSAL.

I-6 Price: All prices, delivery schedules, interest rates, and any other significant factors contained in the
proposal (including any alternate proposals submitted) shall be valid for one hundred eighty (180) days
from the proposal closing date, unless otherwise specified in the RFP. The COUNTY may request that
Vendors extend this time in writing.

Deliveries shall be FOB destination with all transportation and handling charges included and covered by
the Vendor. Prices quoted shall include all costs for which the COUNTY shall be responsible, and
unspecified costs shall be borne by the Vendor.

If quoted prices decrease prior to date of shipment, the COUNTY shall have the benefit of such lower
price.

I-7 Evaluation of Proposals: A committee consisting of representatives of the COUNTY will evaluate
Proposals.

The Evaluation Committee participants and process are explained in PART II, EVALUATION
METHODOLOGY.

In evaluating the proposals and selecting a Vendor, COUNTY reserves the following rights:
a. To reject any and all proposals;
b. To issue subsequent Requests for Proposals, if desired;
c. Not to award a contract for the requested products and services;
d. To waive any minor irregularities or informalities in any proposal pursuant to Lane Manual 21.105(8);
e. To accept that proposal which COUNTY deems to be the most beneficial to the public and COUNTY
    and which best meets the COUNTY’S specification;
f. To negotiate with any Vendor to further amend, modify, refine or delineate its proposal, the contract
    price as it is affected by negotiating the scope of the purchase, and specific contract terms;
g. To award a contract for all or part of the products, equipment and services proposed;
h. To negotiate and accept, without re-advertising the Request for Proposal, the proposal of the next
    highest scoring Vendor in the event that a contract cannot be successfully negotiated with the
    selected Vendor. This process may continue with any other Vendor submitting proposals before the
    Evaluation Committee’s final recommendation is forwarded for executive approval.

I-8 Right of Appeal: The Department will send to each Vendor a notice of intent to award a contract to a
particular Vendor pursuant to the evaluation committee’s recommendation. The right to protest the intent
to award shall be governed by Lane Manual 21.107(14). Anyone responding to this Request for Proposal
who is not recommended for award by the Evaluation Committee may protest the recommendation to the
decision-maker, the Board of County Commissioners.
a. Any protest must
         • be made in writing,
         • be received before the contract is awarded by the decision maker, and


October 15, 2007                                   PAGE 27
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


         •     clearly state the grounds for the protest and indicate what condition(s) resulted in the
               proposal not being recommended for award.
     Any appeal that does not comply with the applicable procedures may be rejected.
b.   Unless otherwise stated in the Request for Proposal, the protest must be received by the Lane
     County Information Services, the department which issued the Request for Proposal, not later than
     seven (7) calendar days after notice of the intent to award was mailed. Upon receipt of the protest,
     the department shall notify the Vendor recommended for award, of the protest. That Vendor shall
     have three (3) calendar days from the date the protest was filed to respond to the protest in writing.
c.   When a protest is filed, the department responsible for preparing the Request for Proposal shall
     prepare a written analysis of the protest and make a recommendation to the Board of County
     Commissioners to appropriate action.
d.   The appellant must demonstrate their proposal was not recommended for award due to the
     occurrence of one or more of the following:
     1. Differing criteria were used to evaluate different proposals;
     2. The Evaluation Committee unfairly applied the evaluation criteria to a proposal;
     3. A member or members of the Evaluation Committee had a relationship with a responder to the
         Request for Proposal that represented a conflict of interest;
     4. The criteria used to evaluate the proposals did not pertain to the services or products requested
         or;
     5. A member or members of the Evaluation Committee demonstrated bias toward a proposal or
         responder.
     6. The county abused its discretion in rejecting the Vendor’s proposal as non-responsive.
     7. The evaluation of the proposal is otherwise in violation of any applicable provisions of ORS 279A.
e.   The COUNTY’S Information Services representative shall present the issues before the board of
     county commissioners. The appellant shall then have ten (10) minutes to specifically address the
     appeal criteria and the Evaluation Committee’s recommendation, and the recommended Vendor shall
     have ten (10) minutes to respond.
f.   The decision maker will consider the Evaluation Committee’s recommendations and the allegations of
     the appeal before rendering a final decision. It shall state the conclusions reached and reasons either
     in writing or on the record in a public meeting. Any decision to overturn the recommendation shall be
     based on a finding that one of the criteria of Lane Manual 21.118(7) (d) occurred to the substantial
     prejudice of the appellant.
g.   The appeal procedures and limits set forth herein to be followed by the COUNTY are directory and
     not required, and failure to follow or complete the action in the manner provided shall not invalidate
     the decision.

I-9 Travel: All travel expenses incurred by COUNTY employees related to this acquisition shall be the
responsibility of the COUNTY.

I-10 Acceptance of Contractual Requirements: Failure of the selected Vendor to execute a contract
within one hundred eighty (180) days after notification of award may result in cancellation of the award.
This time period may be extended at the option of the COUNTY. The COUNTY may then offer/award
contract to the next highest Vendor and continue the process to other Vendors as necessary.

I-11 News Release: News releases pertaining to this acquisition will be made only with the prior written
consent of the COUNTY, and then only in coordination with the COUNTY.

I-12 Public Records: This RFP and one copy of each original proposal received in response to it,
together with copies of all documents pertaining to the award of a contract, shall be kept by Lane County
Information Services and made a part of a file or record, which shall be open to public inspection. Those
documents will become property of the county. If a proposal contains any information which a proposer
reasonably believes is a trade secret under ORS 192.501(2), each sheet of such information must be
marked with the following legend:

       "This data constitutes a trade secret under ORS 192.501(2), and shall not be disclosed except in
       accordance with the Oregon Public Records Law, ORS Chapter 192."


October 15, 2007                                  PAGE 28
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




If Proposer reasonably believes there are any other grounds for exempting information from disclosure
under Oregon Public Records law, they shall mark the information accordingly. Many exemptions are
conditioned upon "unless the public interest requires disclosure in a particular interest" which may depend
upon official or judicial determinations made pursuant to the Public Records Law. It shall be the
proposer's obligation to establish that the information is exempt from disclosure. By submitting a
proposal, Vendor agrees to defend, indemnify, and hold County harmless from any claim or
administrative appeal, including costs, expenses, and any attorney fees, related to a request to disclose
information which proposer has labeled as confidential. The County shall be entitled to use information
marked confidential, in whole or in part, for proposal evaluation, and may make copies for this purpose. If
applicable, County may, in its discretion, include contract language covering procedures separating
confidential information, if it is to be part of a resulting contract. Any restrictions related to information
marked confidential do not apply, if the County has the right to or has obtained the information from
another source.

The above restriction may not include cost, price, or delivery information that must be open to public
inspection.

I-13 Vendor Disqualification: The COUNTY has and reserves the right to refuse to enter into a contract
if the COUNTY, based upon reasonable grounds, determines that the legitimate ends of government
would not be served, or for reasons set forth in ORS 279B.130(2). After receiving notice of
disqualification, the Vendor may appeal in accordance with ORS 279B.130(5) and 279B.425.

I-14 Investigation of References: COUNTY reserves the right to investigate the references and the past
performance of any Vendor with respect to its successful performance of similar projects, compliance with
specifications and contractual obligations, its completion or delivery of a project on schedule, and its
lawful payment of suppliers, sub-contractors, and workers. This investigation may occur throughout the
evaluation process including up to final execution of any contract. COUNTY may postpone the award or
execution of the contract after the announcement of the apparent successful Vendor in order to complete
its investigation. COUNTY reserves its right to reject any proposal, any part of a proposal, to reject all
proposals, and to cancel the award of any contract at any time prior to COUNTY’S execution of a
contract.

I-15 Prior Acceptance of Defective Proposals: Due to the limited resources of COUNTY, COUNTY
generally will not completely review or analyze proposals which on their faces fail to comply with the
requirements of the RFP or which clearly are not the best proposals, nor will COUNTY generally
investigate the references or qualifications of those who submit such proposals. Therefore, neither the
release of a Vendor's bid bond, the return of a proposal, nor acknowledgment that the selection is
complete shall operate as a representation by COUNTY that an unsuccessful proposal was complete,
sufficient, or lawful in any respect.

I-16 Prime Contractor Responsibility
Any contract that may result from this RFP shall specify that the prime contractor is solely responsible for
fulfillment of the contract with the COUNTY. The COUNTY will make contract payments only to the prime
contractor. Vendor is responsible for supplying to COUNTY and negotiating any third party manufacturer
or partner agreements to be consistent with the terms of this RFP. Terms and conditions substantially
inconsistent with the terms of this RFP could result in rejection of Vendor’s proposal.

I-17 Subcontractors
The use of subcontractors must be clearly explained in the proposal, and major subcontractors must be
identified by name. The prime contractor shall be wholly responsible for the entire performance whether
or not subcontractors are used.

I-18 Obligation
This RFP may be cancelled at any time and any and all proposals may be rejected in whole or in part
when the COUNTY determines such action to be in its best interests. This RFP in no manner obligates


October 15, 2007                                  PAGE 29
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


the COUNTY to the eventual rental, lease, purchase, etc., of any equipment, software, or services offered
until a valid written contract is awarded and approved by appropriate authorities.

I-19 Sufficient Funding
Any contract awarded as a result of the RFP process may be terminated if sufficient funding or
authorizations do not exist. Such termination will be effected by sending written notice to the Vendor. The
COUNTY’S decision as to whether sufficient funding and authorizations are available will be accepted by
the Vendor as final.

I-20 Change in Vendor Representatives
Once a contract has been finalized as a result of this RFP, the COUNTY reserves the right to require a
change in Vendor representative(s) if the assigned representative(s) are not, in the opinion of the
COUNTY, adequately meeting its needs.




October 15, 2007                                 PAGE 30
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                           PART V




                      PROPOSAL FORMAT AND CONTENTS




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LANE COUNTY RFP NO. IS2007-10-02
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                        PROPOSAL FORMAT AND CONTENTS
Proposals must provide a concise description of the Vendor's ability to satisfy the requirements of the
RFP with an emphasis on completeness and clarity of contents.

The COUNTY shall not be liable for any costs incurred in the preparation and presentation of proposals.

Proposals shall consist of the following items, in the order indicated:

        A. COVER LETTER AND PROPOSAL PAGES
        B. REQUIRED INFORMATION
        C. PROPOSED SOLUTION
        D. COST PROPOSAL
        E. TECHNICAL LITERATURE
        F. FORMS & ADDENDA

A. COVER LETTER AND PROPOSAL PAGES
The cover letter should introduce the Vendor and contain the Vendor’s location and contact information
for technical, pricing and contract information. It should also specify location and hours of operation for
the Vendor’s office that will assume responsibility for delivery and support of the proposed solution. The
cover letter should summarize key points of the proposal.

Proposal pages found in PART VI, PROPOSAL PAGES, of this RFP shall be prepared completely and
shall follow the cover letter.

B. REQUIRED INFORMATION

1. Executive Summary: The executive summary shall include, at a minimum:

•   A brief statement demonstrating the Vendor’s thorough understanding of the requirements presented
    in this RFP.
•   A brief statement of the salient features of the proposal, including conclusions and recommendations.
•   A brief statement of the expansion capability and/or enhancements that would allow increased
    functionality, improved performance or improved suitability to business processes.
•   Any additional information the Vendor might wish to add which would allow the Evaluation Committee
    to more fully understand the contents of the proposal.
•   A full description of policies regarding revisions, new releases, and/or withdrawal of support for
    installed application software. State minimum notice for making such changes.
•   Identification of any features of the proposed software that has not been specifically addressed in the
    RFP but which positively distinguish the proposal.

2. Qualifications and References: The qualifications and references section of the proposal should
   include:

•   Information stating the level of service and the location from which project management and technical
    personnel will be assigned to this project, as well as information stating location and description of the
    organization responsible for ongoing support of the proposed system.
•   Information providing the Vendor’s experience in the development and/or implementation of
    Document Management Solutions.
•   Client references for similar and recent work done by the Vendor are required. Vendors will be
    required to supply references for all clients for whom Vendor software was installed during the time
    period covering three years prior to date of this RFP, whether or not the software is currently installed.
•   Discussion of the work that may be accomplished by Sub-Contractors, if applicable, and references
    for previous projects where the Vendor/Sub-Contractor was the same as that being proposed for this



October 15, 2007                                PAGE 32
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


    project. Finalists will be required to supply upon request client references for a three-year period as
    described for the prime Vendor.

Company financial documents are NOT required as a part of the proposal, but the COUNTY reserves the
right to require this information of finalists.

•   Financial information to describe the financial condition of the Vendor.

•   Finalists may be required to provide audited annual financial statements (including Balance Sheet,
    Statement of Income and Changes in Retained Earnings, Statement of Changes in Financial Position,
    and Footnotes) dated within the last fifteen (15) months, or a certified true copy of federal income tax
    return for the last fiscal year.

3. Contractual Acceptance: Vendor must certify by affirmative statement that they accept all terms and
   conditions in PART VII, CONTRACT & INSURANCE REQUIREMENTS, in substantial conformity as
   stated.

C. PROPOSED SOLUTION

1. Table of Contents: This should be a standard listing of proposal section number, section title, and
   page number. All numbered sections of the proposal should be included, not just major sections.

2. Table of Illustrations: All illustrations within each major proposal section should be labeled as
   Figures, given a chronological number within each section such as Figure 1-1, Figure 1-2, Figure 2-1,
   etc., and be listed in this table. The list should contain figure number, title, and page number.

3. Introduction: The Vendor should provide an opening section that briefly describes how the proposed
   Document Management Solution will address the needs of Lane County, including:
   • A general description of the system’s functionality and user interface;
   • The system’s attention to business process efficiency;
   • The integration proposed; and
   • Special system considerations and/or features, if appropriate.

    This opening description should be no longer than five pages.

4. Proposed Solution: It is mandatory that the Vendor provides complete technical description of how
   each requirement of the RFP will be satisfied. It is REQUIRED that the Vendor present a description
   of its total solution addressing topics according to the exact numbering scheme of PART III,
   TECHNICAL SPECIFICATIONS section of this RFP (excluding PART III, Section 1, “Background”),
   using the same order of topics, numbers and titles for sections and sub-items. It is expected that
   detail of how the Vendor intends to meet requirements will be found in the Vendor’s responses to
   numbered requirements and questions in the RFP and that the Vendor will respond to each and every
   such numbered requirement or question as described. It is particularly important that the Vendor fully
   describe alternatives to stated requirements in their responses. The RFP is structured to identify
   requirements as:
        “REQUIRED” - This indicates a requirement that is mandatory in the proposed solution.
        “PREFERRED” - This indicates a requirement that is preferred but not mandatory in the proposed
   solution.
        “DESIRED” - This indicates a requirement that would be nice to have but is not a priority.
        “REQUESTED INFORMATION” – This indicates an item where information is being requested,
   and the Vendor should prepare information as requested.

    Required responses to numbered requirements and questions should be prepared using the
    electronic copy of the RFP downloaded from the Lane County web site http://www.lanecounty.org.




October 15, 2007                                PAGE 33
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


The responses should be entered directly following the RFP’s text, “Vendor Response:” each time this
appears.

5. RFP Media: A downloadable electronic file has been provided which contains this RFP in Microsoft
   Word format. The entire proposal must be prepared electronically in Microsoft Word and Excel format
   to appropriately match the format of the downloaded file.

6. Appendices: Vendors may add Appendices, if desired, to present additional pertinent information.
   Documents that substantiate proposal claims such as an example Systems Design document, an
   example Training Plan, etc. may be attached as Appendices. References to information found in
   Appendices should be precise to the section, page number, etc.

D. COST PROPOSAL

The Vendor will provide all information necessary to fully explain its software pricing policies. In
particular, basis for licensing fees, maintenance specifics and all standard or specialized price schedules
should be provided. Policies for discounting and price changes should be described fully.

Price information shall be supplied in the format described below and in APPENDIX A, COST
PROPOSAL. All supporting documentation must be prepared for any alternatives to the primary proposed
solution.

The cost proposal section of the Vendor's overall proposal provides in one place all the relevant information
for cost of the system and the various options that are being proposed. The purpose of the "Cost Proposal"
is to bring together all of the cost information. This part of the proposal must contain the following sections
in the order indicated and in the format shown in APPENDIX A, COST PROPOSAL:

    1.   Price Summary
    2.   Detail Pricing for Proposed Solution
    3.   Detail Pricing for Options
    4.   Detail Pricing for Maintenance and Upgrades
    5.   Policies for Price Changes

Prices quoted shall be deemed to include all costs for which the COUNTY shall be responsible. Unspecified
costs will be borne by the Vendor.

All cost information shall be in U.S. dollars.

All Vendors shall assume and pay all applicable state, federal, and municipal taxes and contributions which
are payable by virtue of development, delivery, and installation of the item(s) specified in their bid or
changes. The COUNTY as a purchaser is not responsible to pay taxes for this particular purchase, so any
taxes owed would be based on Vendor’s interest as a seller. The COUNTY will provide certificates of tax
exemption upon request.

1. Price Summary: The Vendor must complete a price summary sheet for the primary solution proposed
   as well as any alternative solution offered.

2. Detail Pricing for Proposed System: Vendors must complete all Cost Proposal information for the
   entire proposed product, including, if applicable, for all components of the product, using the defined
   content and format described in APPENDIX A, COST PROPOSAL. Unless otherwise provided in part
   V, the proposal shall clearly and completely delineate all costs associated with the proposed products
   and services. For proposal comparison, the cost is defined as including procurement, transportation,
   installation, integration and making operational all equipment and software, plus data conversion,
   system documentation, user training, maintenance and ongoing support.




October 15, 2007                                 PAGE 34
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


3. Detail Pricing for Options: Vendors must complete all Cost Proposal information for all components of
   the proposed Document Management products using the defined content and format described in
   APPENDIX A, COST PROPOSAL. The proposal shall clearly and completely delineate all costs
   associated with each option or proposed enhancement to the proposed products and/or any of their
   proposed components. For proposal comparison, the cost is defined as including procurement, travel
   and living, installation, integration and making operational all equipment and software, plus data
   conversion, system documentation, user training, maintenance and ongoing support.

4. Detail Pricing for Maintenance and Upgrades: Vendors should provide all pricing for ongoing support
   costs. This should include maintenance for all proposed products, including those from partners or third
   party Vendors. The Vendor should be specific to pricing and policies regarding upgrades. Upgrades
   should be defined clearly in terms of which are accomplished as a part of maintenance and which are
   priced separately. Pricing should be clear, even if estimates, for the timing and cost of upgrades that
   are not included in the maintenance services. Pricing should be provided for other ongoing support
   costs as appropriate.

5. Policies for Price Changes: Usage of the Document Management Solution may increase over time.
   Vendors must specifically state that the policies and unit prices will be firm for one year from the date of
   proposal submittal with the following exceptions: The proposal must specify that the COUNTY can take
   advantage of any general published price reductions which occur between the time of contract signing
   and installation. After installation and during the life of any subsequent contract, there may be general
   published price changes. In the event of a decrease, the COUNTY will receive the benefit of such
   changes.

    Any discount stated or computed as a percentage of the general published price at the time of the
    proposal will be considered applicable to any subsequent price changes during the life of the contract.

    The Vendor should describe financing options available in the form described in APPENDIX A, COST
    PROPOSAL.

E. TECHNICAL LITERATURE

1. Index: List all reference materials, manuals and other documents included with the Technical
   Proposal.

2. Technical Information: Submit a copy of all technical literature and/or published specifications that
   are referenced in the index and any other information that will verify responses to the required,
   preferred and desired features.

3. User Documentation: Submit all existing User Documentation for the proposed solution. If the User
   Documentation will be prepared or substantially modified as a part of the proposed work, the Vendor
   must supply representative User Documentation for other software installed by the Vendor.

F. FORMS & ADDENDUM

1. Vendor Agreements - Maintenance/Software License/Etc.: It is COUNTY’S intent to agree to contract
   terms which are substantially similar to those in PART VII, CONTRACT & INSURANCE
   REQUIREMENTS. Vendors must agree to execute COUNTY’S form of purchase agreement. By
   submitting a proposal, Vendor is agreeing to accept all contract terms and conditions in PART VII,
   CONTRACT & INSURANCE REQUIREMENTS, in substantial conformity as stated. If Vendors wish
   to propose limited modifications to these terms and conditions, they should submit any other form or
   document with their proposal, clearly marking only those provisions they believe should be
   considered and which do not materially differ from those in PART VII, CONTRACT & INSURANCE
   REQUIREMENTS. Some of the provisions COUNTY specifically desires to remain as written include:
   C-4       Contract Period
   C-6       Performance Period - Acceptance Test


October 15, 2007                                 PAGE 35
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


    C-7       Vendor’s Personnel
    C-9       Confidential Information
    C-10      Patent & Copyright Infringement
    C-15      Product Support
    C-19      Worker’s Compensation
    C-20      Free From Tax Law and Discrimination Violations
    C-23      Safety Requirements
    C-24      Governing Law
    C-25      Lane Manual
    C-26      Prime Vendor Responsibilities
    C-28      Indemnity
    C-35      Award to Foreign Vendor
    C-41      Termination
    C-44      Notices

Terms and conditions substantially inconsistent with the terms in this RFP or not acceptable to the
COUNTY’S Office of Legal Counsel could result in rejection of the Vendor’s proposal. Generally,
COUNTY also reserves the right to negotiate aspects of the proposed solution including but not limited to:
the scope of work/performance, price, to the extent it is affected by change in scope of work/performance,
manner in which services are to be performed, personnel to be committed to the contract, proposed
options, licensing terms and counts, etc.

Vendors must submit with their proposals any maintenance contracts for equipment or software, software
licensing agreements and any other forms, contracts or documents that are proposed to implement and
administer the entire proposed solution, including any portion provided to be provided by third party
Vendors. Any proposed maintenance contracts should be consistent with PART VII, CONTRACT &
INSURANCE REQUIREMENTS, Section C-36, Maintenance Services and any proposed software
licensing agreement should be consistent with PART VII, CONTRACT & INSURANCE REQUIREMENTS,
Section C-13, License of Software, and the Mutual Non-Disclosure Agreement included in PART VII,
CONTRACT & INSURANCE REQUIREMENTS.

Any contract that may result from this RFP shall specify that the selected Vendor is solely responsible for
fulfillment of the contract with the COUNTY. The COUNTY will make contract payments only to the
selected Vendor. Selected Vendor is responsible for supplying to COUNTY and negotiating any third
party manufacturer or partner agreements to be consistent with the terms of this RFP. Terms and
conditions substantially inconsistent with the terms of this RFP could result in rejection of Vendor's
proposal.

Vendors must indicate in their proposal that they agree to execute an agreement with Lane County
ensuring compliance with HIPAA Privacy and Security Rules. Terms of this agreement will be
substantially similar to the sample Purchase Contract included in PART VII, CONTRACT & INSURANCE
REQUIREMENTS.

2. Proposal & Attachments: Vendors must also include a notarized copy of the PROPOSAL TO LANE
   COUNTY form provided in PART VI, PROPOSAL PAGES. The PROPOSAL TO LANE COUNTY
   form must be signed and notarized.

3. Company Profile: Vendors must complete the COMPANY PROFILE form provided in PART VI,
   PROPOSAL PAGES.


G. SUFFICIENT FUNDING

Any contract awarded as a result of the RFP process may be terminated if sufficient funding or
authorizations do not exist. Such termination will be effected by sending written notice to the Vendor.



October 15, 2007                               PAGE 36
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


The COUNTY'S decision as to whether sufficient funding and authorizations are available will be
accepted by the Vendor as final.

H. CHANGE IN VENDOR REPRESENTATIVES

Once a contract has been finalized as a result of the RFP, the COUNTY reserves the right to require a
change in Vendor representative(s) if the assigned representative(s) are not, in the opinion of the
COUNTY, adequately meeting its needs.




October 15, 2007                              PAGE 37
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                           PART VI




                                    PROPOSAL PAGES




October 15, 2007
                                           PAGE 38
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



                                      PROPOSAL PAGES
Vendors shall use the attached PROPOSAL TO LANE COUNTY to prepare their proposals.

The proposal shall be completed, all required information provided, and the firm name and the signature
of an authorized person shall be in the spaces provided. All proposals must be signed and notarized.
Telephonic facsimile proposals or signatures will not be accepted. Proposal purchase price(s) is to
exclude Federal Excise Tax. Federal exemption certificates will be furnished to successful Vendors.
Proposal purchase price(s) shall be FOB Destination, unless otherwise noted.

Other information provided by Vendors shall be organized to correspond in a linear fashion with the
specifications and is to include at least sub-item numbers and titles from the specifications as
identification.

1. The following forms MUST be returned in order to qualify the bid for consideration:

    •   PROPOSAL TO LANE COUNTY must be signed and notarized.
    •   COMPANY PROFILE must be completed in its entirety.

2. The following MAY be required, as provided in this document. If required, they are to be submitted
   when the signed contract is returned to the COUNTY.

        CERTIFICATE OF INSURANCE:               The successful bidder shall be required to submit a
                                                standard insurance certificate as evidence of compliance
                                                with PART VII, CONTRACT & INSURANCE
                                                REQUIREMENTS, Section C-27, Insurance. This will be
                                                sent to the COUNTY with the agreement before
                                                execution by the COUNTY.




October 15, 2007
                                              PAGE 39
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



                               PROPOSAL TO LANE COUNTY
For furnishing and delivery of: Lane County Document Management Solution.

The undersigned, as Vendor, declares that he/she has carefully examined the entire RFP Solicitation
document, including all specifications, provisions, proposed instructions and all other conditions of the
RFP and all addenda, and that Vendor proposes and agrees, if the proposal is accepted, that Vendor will
contract with COUNTY to furnish the item(s) in the manner and time herein prescribed and according to
all the requirements set forth.

A Vendor may withdraw the proposal at any time prior to the day of the proposal opening. However, all
proposals shall be irrevocable for a period of one hundred and eighty (180) days from the day of the
proposal opening.

The Vendor hereby certifies that he/she is a resident Vendor, as defined in ORS 279A.120, of the State of
__________________.

By initialing this space _______, Vendor hereby certifies that he/she has not discriminated against
minority, women, or emerging small business enterprises in obtaining any required subcontracts.

By initialing this space _______, Vendor hereby certifies that it accepts, in substantial conformity, all
contract terms and conditions in PART VII, CONTRACT & INSURANCE REQUIREMENTS.

By initialing this space _______, Vendor agree that in case of any discrepancies between the hard copy
or the electronic copy of the RFP Solicitation document and Addenda, supplied as a part of the Vendor’s
proposal, the secured electronic copy of these documents maintained by the County shall control and
take precedence.

By initialing this space _______, Vendor specifically acknowledges receipt of and agrees to be bound by
Addenda numbered _____ through _____, inclusive.

By initialing this space_______, Vendor represents that it has not modified or changed terms of the RFP
Solicitation document or Addenda, in either the hard copy or electronic version of its supplied proposal,
except to provide proposal responses.

By initialing this space_______, Vendor acknowledges and agrees that in the event there is any
discrepancy between the notarized hard copy and electronic versions, the hard copy controls and
supersedes.

List of names of proposed subcontractors:______________________
The use of subcontractors must be clearly explained in the proposal. Vendor understands that is will be
wholly responsible for the entire performance under this Contract whether or not subcontractors are used.


The Vendor represents that the proposal is made without connection to any person, firm, or corporation
making a proposal for the same materials, and is in all respects fair and without collusion.

The undersigned attests that he/she has the authority to represent the firm in executing this proposal, that
the information provided is true and accurate to the best of his/her knowledge, and understands that any
false or substantially incorrect statement may disqualify this proposal or be cause for termination of any
resulting contract.

______________________________________                     ______________________________________
Firm's Name (Print or type name)                           Signature

October 15, 2007
                                                 PAGE 40
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




______________________________________               ______________________________________
Address                                              Print or type name

______________________________________               ______________________________________
                                                     Title

Telephone: _____________________________             Business I.D. No ________________________


Subscribed and sworn to before me this _________ day of _____________________, 20___.


______________________________________               Notary Public for the State of _______________

                                                     My commission expires ___________________




October 15, 2007
                                           PAGE 41
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



                                     COMPANY PROFILE
Vendors must provide a written response for each request in the blanks below.

1.      Company Name:                    _____________________________________


2.      Headquarters Location:           _____________________________________

                                         _____________________________________

                                         _____________________________________

3.      Location of Local Office/Supplier:

                   Name:                 _____________________________________

                   Phone:                _____________________________________

                   Address:              _____________________________________

                                         _____________________________________

                                         _____________________________________

4.      Company Primary Business:        _____________________________________


        Years experience with the proposed Document Management Solution or similar systems and/or
        integrated environments:      _______

        Describe: _____________________________________________________________

        ______________________________________________________________________

        ______________________________________________________________________

        ______________________________________________________________________


        Years experience with proposed application technology, integration technology and systems:
        _______

        Describe: _____________________________________________________________

        ______________________________________________________________________

        ______________________________________________________________________

        ______________________________________________________________________

        Total number of employees assigned to proposed application or similar systems and/or integrated
        environments: _______

        Total number of employees assigned to proposed technology:     _______

October 15, 2007
                                             PAGE 42
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




        Total number of employees assigned to proposed integration:    _______

5. Number of customers of the proposed Document Management Solution: _______

6. Number of installed systems of the proposed Document Management Solution: ______


7. Largest number of users licensed in a single installation for the proposed Document Management
   Solution: _______

8. Company Ownership:                   _______________________

                                        _______________________

                                        _______________________

9. Company's lawsuits/judgments for the last thirty-six (36) months: None ( )

                   List:                _______________________

                                        _______________________

                                        _______________________

10. User Support Group:         Yes ( )          No ( )

        Name and purpose or special interest of User Group: _______________________________

        _____________________________________________________________________________

        _____________________________________________________________________________

        Sponsored by:                            Vendor ( )    Independent ( )

        Number of Member Organizations:          _______________________

        Meeting Location & Frequency:            _______________________

                                                 _______________________

        Meetings open to Non-Owners:             Yes ( )      No ( )

        Participation Fee:                       _______________________

11. Website address for software support and information:
      ____________________________________________________________________

12. Number of local government County customers: ______________

13. Number of local government City customers:       ______________




October 15, 2007
                                            PAGE 43
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


14.     References (add more entries as needed) (See PART V, Section B. REQUIRED INFORMATION,
Item 2, Qualifications and References):

                   Agency           Contact Name &    Date when System
                                   Telephone Number        Installed




October 15, 2007
                                           PAGE 44
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                                           PART VII




                   CONTRACT & INSURANCE REQUIREMENTS




October 15, 2007
                                           PAGE 45
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution



                                         LANE COUNTY
        PURCHASE CONTRACT No. _____________

        PLEASE PUT THIS NUMBER ON ALL INVOICES

In consideration of the covenants set forth below, _________________________, hereinafter referred to
as Vendor, and Lane County, a political subdivision of the State of Oregon, hereinafter referred to as
COUNTY, mutually contract as follows:

C-1.    Agreement: Vendor agrees and covenants with COUNTY to furnish: a Document Management
        Solution, including all requisite equipment, software, documentation and services, in accordance
        with the attached specifications identified as RFP No. IS2007-10-02 as modified by addenda
        and/or supporting Exhibits, and the Vendor’s Proposal. All of the attached specifications together
        with this contract, PART VII, INSURANCE COVERAGES REQUIRED, and applicable provisions
        of Lane Manual, Chapter 21.130, Standard Provisions, constitute the contract documents.

C-2.    Order of Precedence: In the event of conflict or discrepancies among the contract documents,
        interpretations will be based on the following order of priority:

        a. The purchase contract, Insurance Requirements, and applicable Lane Manual 21.130
           Standard Provisions;
        b. Business Associate Agreement;
        c. Mutual Non-disclosure agreement;
        d. Software and License agreement;
        e. Maintenance agreement;
        f. The COUNTY’S Request for Proposal takes precedence over Vendor’s Proposal except to
           the extent Vendor’s proposal provides greater detail as to the manner by which Vendor will
           meet COUNTY’s specifications and is not inconsistent or provides greater functionality;
        .

C-3.    General: The COUNTY certifies that it is purchasing this product for public agency use. The
        COUNTY certifies that the acquisition is not for remarketing, and that it will not assign the on-
        order product to any party other than Vendor or a Vendor affiliate without written consent of the
        Vendor, which shall not unreasonably be withheld. The COUNTY reserves the right to sign any
        agreement that is deemed to be beneficial to the COUNTY.

C-4.    Contract Period: Contract period shall be the date this Contract is signed to the last day of any
        applicable warranty period. For COUNTY’S internal purposes only, the contract period shall be
        for three years from the contract execution date. However, Vendor shall agree to extend this
        period as necessary for completion of the entire implementation and all applicable warranty
        periods.

C-5.    Cost and Payments: The Vendor’s payment is based on a firm fixed price as reflected in the
        cost section of the proposal.

        The contract payment schedule will be dependent upon approved completion and acceptance for
        firm fixed price deliverables. Invoices must be specific to defined deliverables, and must be
        submitted with backup that confirms the deliverable, its acceptance and its contract value.

        Regardless of the number of deliverables defined, COUNTY will apply a payment schedule such
        that
        • Fifty percent (50%) of the contract amount is paid within 30 days of contract signing.
        • The remaining fifty percent (50%) balance will be paid when the system performance period
             is successfully completed.

October 15, 2007
                                               PAGE 46
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




C-6.    Performance Period - Acceptance Test: Following implementation and successful prerequisite
        software acceptance testing and prior to final production acceptance of the Lane County
        Document Management Solution, a formal performance period will commence. Promptly, upon
        successful completion of the applicable acceptance test and performance period as may be
        modified by any mutual written agreement thereafter, COUNTY shall notify Vendor in writing of
        final production acceptance of the system and authorize Vendor to submit an invoice for
        payments according to contract terms.

        If the acceptance tests are not successfully completed within ninety (90) calendar days of the
        acceptance test start date, or the performance period is not completed within ninety (90) calendar
        days of the performance period start date, and failure is attributed to products or work completed
        by Vendor, COUNTY shall have the option of terminating the contract, as specified in PART VII,
        CONTRACT & INSURANCE REQUIREMENTS, Section C-41B, Termination by COUNTY for
        Cause, and retaining all contractual remedies against Vendor, or of authorizing Vendor in writing
        to continue the performance period, specifying the new deadline, or of authorizing Vendor to
        proceed with redefined responsibilities and associated renegotiated costs. The COUNTY’S
        option to terminate the contract shall remain in effect until such time as successful completion of
        the standard of performance is attained. Vendor shall be liable for all outbound preparation and
        shipping costs for contracted items returned under this clause.

C-7.    Vendor’s Personnel: Vendor shall exercise due care to choose and manage its personnel so
        that only suitably responsible and professionally competent representatives shall be operating in
        COUNTY areas. Any Vendor’s personnel, who could have access to sensitive information,
        whether or not they are working on COUNTY premises, shall successfully complete a criminal
        records check including fingerprint-based identification, conducted by COUNTY or its designee at
        the COUNTY’S sole expense. Vendor must supply biographical information if required or
        requested by the COUNTY for criminal records checks initially and throughout the entire contract,
        warranty, and maintenance periods, whether such person is engaged by the Vendor, any sub-
        contractor, or any supplier under the contract. Any project delay that is a direct result of
        COUNTY’S criminal records check task, provided that biographical and other information needed
        for the background check is delivered to COUNTY in a timely manner, shall not be considered the
        Vendor’s responsibility.

C-8.    Right to Interface: COUNTY shall have the right to connect the products for which it has
        contracted under this Agreement to any product or software developed internally, manufactured
        or supplied from other sources, including, but not limited to, computer software, peripheral
        equipment, other computers, communications equipment, mobile devices, and like equipment.
        The COUNTY’S internal staff or other source supplying the other equipment or software
        mentioned above shall make or supervise the interconnection and supply any interface devices
        required.

        The following Warranty exclusions may apply with issues involving COUNTY interfaces: (i)
        defects or damage resulting from use of the Vendor Software in other than its normal and
        customary manner; (ii) defects or damage occurring from misuse, accident, liquids, neglect, or
        acts of God; (iii) defects or damage occurring from testing, maintenance, disassembly, repair,
        installation, alteration, modification, or adjustment not provided by the Vendor or contrary to
        express instructions provided in writing by the Vendor; (iv) defects or damage caused by
        COUNTY’S failure to comply with all applicable industry and OSHA standards.
        COUNTY may request, but Vendor is not required to repair any damages caused by COUNTY’S
        actions under this section. This work will be quoted independently of any existing contract
        between the COUNTY and Vendor, but may be at the same time and material rates quoted in any
        existing maintenance contract or those rates then in effect.



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        Such alterations or attachments shall be removed and the product restored to the prior
        configuration at COUNTY expense before return of the product by COUNTY.


C-9.    Confidential Information: The parties' agree to comply with the terms of the attached Mutual
        Non-Disclosure Agreement and Software License agreement.
        Vendor agrees to comply with the attached Business Associate Agreement and all applicable
        state and federal laws and regulations covering confidentiality of client-related data. Vendor
        agrees to take all necessary action, at its own expense, to ensure it complies with such law.

        Vendor shall hold all client-related data in strict confidence and limit access to employees and
        agents pursuant to the terms of the Business Associate Agreement. Vendor shall keep complete
        and accurate records of all such access by its employees and agents. At the request of
        COUNTY, Vendor shall provide to COUNTY the names of Vendor's employees who have or had
        access to client-related data along with the dates and times of such access. Vendor shall use
        client-related data for the sole purposes outlined in this Purchase Contract and if client data is in
        its physical location, shall return or destroy client data upon the completion of the specific
        services performed under this Purchase Contract relating to that client data. Vendor shall not
        copy or reproduce client-related data except as required to perform the services under this
        Purchase Contract and Vendor shall not retain client-related data beyond the time required to
        perform the specific services under this Purchase Contract relating to such client data. To the
        extent possible, Vendor shall de-identify client-related data if it needs possession in order to
        perform its contract obligations.



C-10.   Patent And Copyright Infringement: Vendor will defend at its expense any suit brought against
        COUNTY to the extent that it is based on an Infringement Claim that the Vendor software
        infringes a United States patent or copyright. Vendor will indemnify COUNTY for those costs and
        damages finally awarded against the COUNTY for an Infringement Claim. Vendor’s duties to
        defend and indemnify are conditioned upon: (i) COUNTY notifying Vendor in writing within 10
        days of the date on which COUNTY is served with such Infringement Claim; (ii) Vendor having
        sole control of the defense of such suit and all negotiations for its settlement or compromise; (iii)
        COUNTY providing to Vendor cooperation and, if requested by Vendor, reasonable assistance in
        the defense of the Infringement Claim. If COUNTY reasonably concludes that its interests are not
        being properly protected, or principles of governmental or public law are involved, it may enter
        any action, at its own expense. Any settlement by the COUNTY with the party alleging such
        infringement shall not be binding on the Vendor and the Vendor shall be under no obligation to
        pay or indemnify the COUNTY.

        If the Vendor software becomes, or in Vendor’s opinion is likely to become, the subject of an
        Infringement Claim, Vendor may at its option and expense procure for COUNTY the right to
        continue using such Software, replace or modify it so that it becomes non-infringing while
        providing functionally equivalent performance, or grant COUNTY a credit for returned software
        equal to the reasonable replacement costs of the software, such software as depreciated and
        accept its return. In addition, Vendor shall refund any license fees paid by COUNTY, on a pro
        rata basis, and refund any prepaid amounts for service or software not yet provided. The
        depreciation amount will be calculated based upon generally accepted accounting standards for
        such equipment and software. Vendor shall also refund any prepaid amounts for services,
        including maintenance or support services not yet provided relating to the infringing software.
        The COUNTY may also invoke additional remedy steps as specified in PART VII, CONTRACT &
        INSURANCE REQUIREMENTS, Section C-41, Termination.

        Vendor will have no duty to defend or indemnify for any Infringement Claim that is based upon (i)
        the combination of the equipment or software with any software, apparatus or device not
        furnished by Vendor; (ii) the use of ancillary equipment or software not furnished by Vendor and

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        that is attached to or used in connection with the equipment or software; (iii) any Equipment that
        is not Vendor’s design or formula; (iv) a modification of the Vendor Software by another party
        without Vendor’s approval; or (v) the failure by COUNTY to install an enhancement release to the
        Vendor Software that is intended to correct the claimed infringement. The foregoing states the
        entire liability of Vendor with respect to infringement of patents and copyrights by the Equipment
        and Vendor Software or any parts thereof.

C-11.   Title and Risk of Loss: Title to Software will not pass to COUNTY at any time. Risk of loss will
        pass to COUNTY upon delivery of the Software and Equipment to the COUNTY.

C-12.   Preservation of Vendor’s Proprietary Rights and County Rights to Media and Data: Vendor
        owns and retains all of its Proprietary Rights. The third party manufacturer of any Equipment and
        the copyright owner of any Non-Vendor Software own and retain all of their Proprietary Rights.
        COUNTY owns title to the physical media for the software as well as all data entered into
        software. All intellectual property that is created or produced by Vendor under this Agreement is
        and shall remain the property of Vendor. Nothing in this Agreement is intended to restrict the
        Proprietary Rights of Vendor, any copyright owner of Non-Vendor Software, or any third party
        manufacturer of Equipment. This Agreement does not involve shared development rights of
        intellectual property or any Software that is a “work made for hire.”

        Except as explicitly provided in PART VII, CONTRACT & INSURANCE REQUIREMENTS,
        Section C-13, License of Software, nothing in this Agreement will be deemed to grant, either
        directly or by implication, estoppels, or otherwise, any of Vendor’s Proprietary Rights.
        Concerning both the Vendor Software and the Non-Vendor Software, COUNTY agrees not to
        modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to
        reverse engineer, derive source code or create derivative works from, reproduce (except as
        provided in PART VII, CONTRACT & INSURANCE REQUIREMENTS, Section C-14, Warranties
        and the Agreement for Maintenance Services), or export the Software, or permit or encourage
        any third party to do so.

C-13.   License of Software: The parties' agreement concerning a software license agreement shall be
        in substantial conformity with the attached Software License Agreement.


C-14.   Warranties: Vendor warrants that the products and equipment that are defined as Vendor’s
        responsibilities, when installed will be in good working order and will conform to:
            1. the Vendor’s official published specifications for the product, and
            2. the technical and functional specifications in the COUNTY’S RFP, and
            3. the Vendor’s proposal to the extent it is consistent with the COUNTY’S technical and
               functional specifications, and
            4. the Vendor’s proposal if additional or greater functionality than the COUNTY’S
               specifications, and
            5. the Vendor’s proposal if it provides greater detail as to the manner by which Vendor will
               meet the COUNTY’S technical and functional specifications.

        The start of the warranty period is upon final production acceptance of the Lane County
        Document Management Solution (after the performance period). Vendor is not responsible for
        product or equipment performance deficiencies that occur during unauthorized use or are caused
        by ancillary equipment not furnished by Vendor attached to or used in connection with the Vendor
        software or equipment; or for reasons beyond Vendor’s control, such as (i) an earthquake, or
        other natural causes; (ii) COUNTY changes to load usage or configuration outside the
        Specifications; or (iii) any acts of parties, excluding subcontractors, who are beyond Vendor’s
        control.



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        The Vendor Software is warranted during the Warranty Period in accordance with the applicable
        limited warranties shown below. COUNTY must notify Vendor in writing if Vendor software or
        equipment does not conform to these warranties no later than one month after the expiration of
        the Warranty Period. Upon receipt of such notice, Vendor will respond to the warranty claim. If
        this response confirms a valid warranty claim, Vendor will (at its option and at no additional
        charge to COUNTY) repair the defective Vendor software or equipment, replace it with the same
        or equivalent, or refund the price of the defective Vendor software or equipment; and such action
        will be the full extent of Vendor’s liability hereunder. Repaired or replaced product or equipment
        is warranted for the balance of the original applicable Warranty Period. All replaced products or
        parts will become the property of Vendor. Vendor shall also provide to COUNTY all available
        warranties for 3rd party products or equipment included in Vendor’s Proposal.

        Vendor software and equipment is warranted at no charge to the COUNTY for one year following
        completion of the performance period for production use in accordance with the terms of this
        section, C-14, Warranties. After the expiration of this period, COUNTY may obtain maintenance
        and support services. Maintenance charges, as defined in the contract shall not begin until the
        date of expiration of warranty period.

        These warranties do not apply to: (i) defects or damage resulting from use of the Vendor software
        or equipment in other than its normal and customary manner; (ii) defects or damage occurring
        from misuse, accident, liquids, neglect, or acts of God; (iii) defects or damage occurring from
        testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not
        provided or authorized in writing by Vendor; (iv) defects or damage caused by COUNTY’S failure
        to comply with all applicable industry and OSHA standards.

C-15.   Product Support: Vendor guarantees availability of long-term product support (availability of
        equipment and software maintenance service and upgrades) for all equipment and software
        leased or acquired under this contract for a minimum period of three (3) years following the date
        the Vendor provides written notification to the COUNTY that the equipment or software is out of
        production.

C-16.   Source Code: Vendor will release the source code of the system to COUNTY under the
        following conditions. However, title to the source code will not pass to the COUNTY at any time.

        a. Entry of an order for relief under Title 11 of the United States Code; an assignment by Vendor
           for the benefit of its creditors; the appointment of a receiver or trustee in bankruptcy of
           Vendor’s business or property; or action initiated by Vendor or a third party under state law
           involving Vendor’s insolvency or the protection of or from its creditors; and the same has not
           been rescinded, discharged or terminated within thirty (30) days unless there would be
           prejudice to the COUNTY’S rights or interests under this agreement allowing this grace
           period. If there would be such prejudice, COUNTY shall be provided the source code
           immediately upon the occurrence of any of the above events.

        b. Vendor ceases to provide support for the software for reasons other than COUNTY’s non-
           compliance with contractual provisions.

        c.   Vendor shall provide written notice to COUNTY, within a reasonable time, if any of the events
             in parts (a.) or (b.) in this section has occurred.

C-17.   Independent Vendor: The performance of this contract is at the Vendor’s sole risk. The service
        or services to be rendered under this contract are those of an independent Vendor who is not an
        officer, employee or agent of the COUNTY as those terms are used in ORS 30.265.
        Notwithstanding the Oregon Tort Claims Act or provisions of any other contract, the Vendor is
        acting as and assumes liability of an independent contractor as to any claims between COUNTY
        and the Vendor. The Vendor is solely liable for any workers' compensation coverage; social

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        security, unemployment insurance or retirement payments; and federal or state taxes due as a
        result of payments under this contract. Any subcontractor hired by the Vendor shall be similarly
        responsible.

        The parties will be acting in their individual capacities and not as agents, employees, partners,
        joint-ventures’, or associates of one another. The employees or agents of one party shall not be
        deemed or construed to be employees or agents of the other party for any purpose whatsoever.
        Nothing in this Agreement shall be interpreted as granting either party the right or authority to
        make commitments of any kind for the other. This Agreement shall not constitute, create, or in
        any way be interpreted as a joint venture, partnership or formal business organization of any kind.

C-18.   Vendor not Federally Employed, Fair Charges: Vendor is not currently employed by the
        Federal government, and the amounts charged will not exceed the normal charges for the type of
        services provided.

C-19.   Worker’s Compensation: The Vendor, its sub-contractors and agents, and all employers
        working under this contract are either subject employers under the Oregon Worker's
        Compensation law and shall cover all subject workers pursuant to ORS 656.017, or be exempt
        under ORS 656.126. As a covered employer, Vendor shall provide Worker’s Compensation
        benefits to workers performing work under this contract in accordance with Oregon law. Vendor
        shall require its sub-contractors and agents to comply with this law.

C-20.   Free From Tax Law And Discrimination Violations: By execution of this contract, Vendor
        certifies under penalty of perjury that:

        a. To the best of Vendor’s knowledge, Vendor is not in violation of any tax laws described in
           ORS 305.380(4); and

        b. Vendor has not discriminated against minority, women, or small business enterprises in
           obtaining any required subcontract.

C-21.   Employment Taxes and Workers’ Compensation Payments: Vendor is an independent
        Vendor and shall be responsible for any and all taxes or Workers' Compensation payments due
        as a result of this contract. Any sub-contractor or agent hired by Vendor shall be similarly
        responsible.

C-22.   Taxes - Federal and Local: As a purchaser COUNTY is not responsible for any taxes coming
        due as a result of this agreement, whether federal, state, or local. Vendor is responsible for
        payment of any other taxes which accrue as a result of execution and performance under this
        Purchase Contract.

C-23.   Safety Requirements: Equipment, software and services shall comply with all Federal
        Occupational Safety and Health Administration (OSHA) and State of Oregon Electrical Safety
        Code requirements. Vendor shall also comply with all other applicable state and local code
        requirements.

C-24.   Governing Law: The laws of the State of Oregon shall govern the validity, construction and
        enforcement of this Contract, as well as the interpretation of the parties’ rights and duties without
        reference to conflicts of laws. The parties expressly agree that any action or proceeding involving
        the terms and conditions of this contract must be brought in the appropriate court of the State of
        Oregon for Lane County.

        Each party will comply with all applicable federal, state, and local laws, regulations and rules
        concerning the performance of this Agreement.



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        The Vendor agrees that, during the performance of work under this contract, it will comply with all
        applicable provisions of the administrative rules, laws and constitution of the State of Oregon, and
        all applicable local rules, regulations, and ordinances of cities, counties, municipalities, and local
        taxing districts.

        Vendor further agrees to comply with the Civil Rights Act of 1964 (78 Stat. 252), the Regulations
        of the Department of Health and Human Services issued according to that Act, and provisions of
        Executive Order 11246, Equal Employment Opportunity, dated September 24, 1965, as
        amended. Vendor shall certify the existence of the Vendor’s own equal employment opportunity
        programs in all non-exempt contracts between the Vendor and the COUNTY as provided in Title
        I, Part 60 of the Code of Federal Regulations.

C-25.   Lane Manual: The applicable provisions of the Lane Manual setting forth standard provisions for
        public contracts (Lane Manual, Chapter 21.130, Standard Provisions) are hereby incorporated by
        this reference and as set forth Lane Manual, Chapter 21.130, Standard Provisions.

C-26.   Prime Vendor Responsibilities: Unless otherwise stated in the RFP, Vendor shall assume
        responsibility for delivery, installation and configuration, (unless the item is usually customer
        installed, and COUNTY is so notified in the proposal), and warranty and maintenance service of
        all software, and support services offered in the proposal, regardless of whether Vendor is the
        Vendor or the manufacturer, producer, or supplier of the equipment, software, or support
        services. A contract will be awarded to the prime Vendor or Vendors. If the prime Vendor is not
        capable of providing all goods or services, it is the prime Vendor’s sole responsibility to form
        alliances with other firms to meet the requirements of this RFP. The prime Vendor will be
        responsible for performance of all involved parties. The COUNTY reserves the right to approve
        subcontractors and any changes after the award of the contract.

C-27.   Insurance:

        a. Insurance and Bonding: Vendor shall provide all insurance as stipulated in this PART,
           INSURANCE COVERAGES REQUIRED.

        b. Certificate of Insurance: As evidence of the insurance coverage required by this contract, the
           Vendor shall furnish a certificate of insurance to:

                   LANE COUNTY
                   Information Services Department
                   125 E. 8th Avenue
                   Eugene, OR 97401

             This certificate must specify as Additional Insured: State of Oregon, Lane County, its
             commissioners, agents, officers and employees with respect to the activities performed under
             this contract and must include a notice provision regarding cancellation. Vendor shall name
             Lane County, its Commissioners, officers, agents and employees as additional insureds on
             required insurance policies, including by endorsement, covering Vendor’s activities and
             performance under this Contract. Insurance coverage required under this contract shall be
             obtained from insurance companies authorized to do business in the State of Oregon. If
             Vendor is self-insured under the laws of the State of Oregon, Vendor shall provide
             appropriate declarations of coverage.

        c.   Continuation of Coverage: There shall be no cancellation, material change, reduction or
             exhaustion of aggregate limits, or intent not to renew insurance coverage without Vendor
             providing ten (10) days written notice to COUNTY. Should any policy be canceled before
             final payment by Lane County to Vendor and should Vendor fail to immediately procure other


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            insurance as specified, Lane County reserves the right to procure such insurance and to
            deduct the cost thereof from any sum due Vendor under this contract.

        d. Responsibility for Payment of Damages: Nothing contained in these insurance requirements
           is to be construed as limiting the extent of the Vendor’s responsibility for payment of
           damages resulting from Vendor’s operation under this contract.

C-28.   Indemnity: Vendor agrees to indemnify, defend, and hold COUNTY, its Commissioners, agents,
        officers, and employees harmless from all damages, losses and expenses including but not
        limited to attorney fees and to defend all claims, proceedings, lawsuits, and judgments arising out
        of or resulting from the negligence or wrongful misconduct of Vendor, its subcontractors,
        employees or agents in performing or failing to perform obligations covered by this agreement.
        COUNTY shall give Vendor prompt, written notice of any such claim, proceeding or suit and shall
        reasonably cooperate with Vendor in its defense or settlement of such claim or suit. Vendor shall
        not be required to indemnify the COUNTY to the extent the damage, loss or expense is caused
        by the COUNTY’S negligent or wrongful misconduct.

C-29.   Intentionally omitted.

C-30.   Force Majeure: Neither party will be liable for its non-performance or delayed performance if
        caused by a Force Majeure, meaning an event, third-party, or circumstance that is beyond a
        party’s reasonable control, such as an act of God, an act of the public enemy, an act of the
        government, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics,
        embargoes, war, riots, quarantine restrictions, unusually severe weather or any other similar
        cause. In every case of Force Majeure, the delay must be beyond the control and without the
        fault or negligence of the Vendor or the COUNTY. If the delays are caused by the default of a
        sub-contractor, and if such default rises out of causes beyond the control of both the Vendor and
        its sub-contractor, and without the fault or negligence of any of them, the Vendor will not be liable
        for non-performance or delays, unless the supplies or services to be furnished by their sub-
        contractors were obtainable from other sources in sufficient time to permit the Vendor to meet the
        required schedule.

        Each party will notify the other if it becomes aware of any Force Majeure that will significantly
        delay performance. The notifying party will give such notice promptly after it discovers the Force
        Majeure. If a Force Majeure occurs, the parties will execute a change order to extend the
        Performance Schedule for a time period that is reasonable under the circumstances.

C-31.   Limitation of Liability: Except for liability covered by insurance coverage specified in C-27,
        indemnification amounts for patent and copyright infringement, for personal injury, death, or
        property damage to the extent caused by Vendor, or amount ordered by a court or administrative
        agency paid by Vendor for unauthorized disclosure of COUNTY’S client data, Vendor’s total
        monetary liability, whether for breach of contract, warranty, negligence, strict liability in tort,
        indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not
        to exceed the contract amount, (except as provided in PART VII, CONTRACT & INSURANCE
        REQUIREMENTS, Section C-29, Liquidated Damages). Any liability of the COUNTY shall be
        limited to the lesser of the following amounts: this contract amount, Oregon Tort Claims Act, or
        Oregon Constitution, Article XI, Section 10, Limitations. ALTHOUGH THE PARTIES
        ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT
        NEITHER PARTY WILL BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS
        OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
        SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY
        RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF SOFTWARE,
        OR THE PERFORMANCE OF OBLIGATIONS BY EITHER PARTY PURSUANT TO THIS
        AGREEMENT. This Limitation of Liability will survive the expiration or termination of this
        Agreement. No action for breach of this Agreement or otherwise relating to the transactions


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        contemplated by this Agreement may be brought more than two years after the accrual of such
        cause of action.

        Vendor is not an officer, employee, or agent of COUNTY as those terms are used in ORS 30.265.
        Public liability and property damage insurance will be required if so specified in PART VII,
        CONTRACT & INSURANCE COVERAGES REQUIRED, and in accordance with the
        requirements set forth therein.

C-32.   Waiver: Failure or delay by either party to exercise any right or power under this Agreement will
        not operate as a waiver of such right or power. For a waiver of a right or power to be effective, it
        must be in writing signed by the waiving party. An effective waiver of a right or power shall not be
        construed as either (i) a future or continuing waiver of that same right or power, or (ii) the waiver
        of any other right or power.

C-33.   Non-Assign: This Contract shall not be sub-contracted or assigned without the prior written
        consent of all parties hereto.

C-34.   Successors in Interest: The provision of this contract shall be binding upon and shall inure to
        the benefit of the parties to the contract and their respective successors and assigns.

C-35.   Award to Foreign Vendor: If the amount of this contract exceeds $10,000, and if Vendor is not
        domiciled in or registered to do business in the State of Oregon, Vendor shall promptly provide all
        information relative to this contract required by the Oregon Department of Revenue to that
        Department. The COUNTY shall withhold final payment under this contract until Vendor has met
        this requirement.

C-36.   Maintenance Services: During the term of this Agreement, Vendor shall provide the following
        maintenance services for equipment and software:

        a. Provision and/or installation of corrections of substantial defects in the equipment or software
           so that they will operate as described in the parties agreement;
        b. Provision and/or installation of periodic updates of the software incorporating: (i) corrections
           of any substantial defects, (ii) fixes of any minor bugs, and (iii) at the discretion of the Vendor
           and subject to the maintenance contract, enhancements, new functionality, later versions and
           supplements;

        c.   Provision of any system documentation supporting a maintenance service performed; and

        d. Telephone support for COUNTY problem/request reporting and resolution; and onsite support
           at the discretion of the Vendor.

        e. Any other provisions agreed to by the parties.

C-37.   Cooperative Purchasing: Vendor agrees to extend materially similar terms, conditions and prices
        of this original Purchase Contract to any contracting agency, including other governmental
        bodies authorized by law to conduct a procurement. Each contracting agency shall execute a
        separate contract with the successful proposer for its requirements, any ordering and billing shall
        take place directly between Vendor and the other contracting agency, and a condition to the use
        of the Lane County process and contract terms is that the other contracting agency is fully liable
        for the appropriateness of the decision to the use. Also, a condition to this use is that Vendor and
        the other contracting agency agree that Lane County, its Commissioners, agents, employees and
        officers are expressly indemnified and held harmless from any claim arising out of the use of
        Lane County’s competitive process or contract terms and arising out of the performance or failure
        to perform contractual obligations in the separate agreement.



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C-38.   Authority To Execute Agreement: Each party represents to the other that (i) it has obtained all
        necessary approvals, consents and authorizations to enter into this Agreement and to perform its
        duties under this Agreement; (ii) the person executing this Agreement on its behalf has the
        authority to do so; (iii) upon execution and delivery of this Agreement by the parties, it is a valid
        and binding contract, enforceable in accordance with its terms; and (iv) the execution, delivery,
        and performance of this Agreement does not violate any bylaw, charter, regulation, law or any
        other governing authority of the party.

C-39.   Survivability: Termination shall not affect the rights and obligations each party owed to the other
        prior to the termination date. In addition, the following provisions shall survive the termination or
        expiration of this agreement: Limitation of Liability, Disputes, Preservation of Vendor’s proprietary
        rights, license of software as provided in PART VII, CONTRACT & INSURANCE
        REQUIREMENTS, Section C-16, Source Code; confidentiality and non-disclosure; patent,
        copyright, infringement; indemnity, hold harmless, and defense; legal remedies and damage
        limitations; and maintenance as provided in PART VII, CONTRACT & INSURANCE
        REQUIREMENTS, Section C-36, Maintenance Services.

C-40.   Severability: If any provision of this contract or any portion of a provision, is declared by a court
        of competent jurisdiction to be illegal, in conflict with any law, invalid or otherwise unenforceable,
        the validity of the remaining terms and provisions shall not be affected; and the rights and
        obligations of the parties shall be construed and enforced as if the contract did not contain the
        particular provision held to be invalid.

C-41.   Termination: This Agreement shall continue through the contract term until terminated as
        provided below. The parties may terminate this agreement, or any part of it, by mutual
        agreement or as provided in a. through d. below.

        a. Termination by COUNTY for Convenience. COUNTY may terminate this agreement, in
           whole or in part, for any or no reason on sixty (60) days written notice to Vendor. In the event
           of such termination for convenience, COUNTY shall immediately cease use of any software
           or other products provided by Vendor and shall comply with the obligations upon termination
           set forth in PART VII, CONTRACT & INSURANCE REQUIREMENTS Section C-41D,
           Obligations on Termination. Subject to applicable limitations of liability as in Section C-31,
           COUNTY shall be liable for reasonable costs directly related to such termination. Vendor,
           upon notification, shall take all reasonable steps to minimize termination costs. If Vendor
           possesses any advance payments made by COUNTY for services, software, products or
           equipment not yet provided, any sums owed by COUNTY shall be credited, and Vendor shall
           pay COUNTY any excess advance payments. .

        b. Termination by COUNTY for Cause. If Vendor fails to achieve System Acceptance in
           accordance with this Agreement or otherwise breaches a material obligation under this
           Agreement, COUNTY may consider Vendor to be in default, unless COUNTY or a Force
           Majeure causes such failure. If COUNTY asserts a default, COUNTY will give Vendor written
           and detailed notice of the default and Vendor will have thirty (30) days thereafter to cure the
           default. If after following these default procedures, the Vendor has not cured the default,
           COUNTY may terminate this Agreement, in whole or in part. It may also choose to extend
           the period to cure if the vendor, within the thirty (30) day cure period, both provides the
           COUNTY with a plan of action acceptable to COUNTY and commences execution of the
           plan. COUNTY may withhold all monies due and payable to Vendor, under this agreement,
           until COUNTY accepts such a plan. These remedies shall be in addition to, and cumulative
           of, any other remedy available to COUNTY, and the exercise of this remedy by COUNTY
           shall not prejudice or impair the availability to COUNTY of any other remedy at law or in
           equity for breach of this Contract, subject to any contractual limitation of liability.

        c.   Termination by Vendor. If COUNTY fails to pay any amount when due under this Agreement
             or otherwise breaches a material obligation under this Agreement, Vendor may consider

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            COUNTY to be in default, unless Vendor or a Force Majeure causes such failure. If Vendor
            asserts a default, it will give COUNTY written and detailed notice of the default and COUNTY
            will have thirty (30) days thereafter to cure any monetary default (including interest). If after
            following these procedures, the COUNTY has not cured the default, the Vendor may stop
            work until the COUNTY cures the default. Vendor may also choose to extend the period to
            cure if the COUNTY, within the thirty (30)-day cure period, both provides the Vendor with a
            plan of action acceptable to the Vendor and commences execution of the plan. Vendor may
            stop work until it accepts the plan of action to cure a non-monetary default by COUNTY. This
            remedy shall be in addition to, and cumulative of, any other remedy available to Vendor, and
            the exercise of this remedy by Vendor shall not prejudice or impair the availability to Vendor
            of any other remedy at law or in equity for breach of this Contract, subject to any contractual
            limitations of liability.

        d. Obligations on Termination. Upon termination pursuant to a. through c. above, COUNTY
           expressly acknowledges and agrees that within thirty (30) calendar days following such
           termination, COUNTY shall certify and warrant to Vendor, that it has destroyed or returned to
           Vendor all and every part of the software and documentation and all copies thereof to the
           best of COUNTY’s knowledge. Upon termination, Vendor expressly acknowledges and
           agrees that within thirty calendar days following such termination, Vendor shall certify and
           warrant to COUNTY, that it has destroyed or returned to COUNTY all and every part of the
           confidential materials and all copies thereof.

            Nothing in this Agreement shall prohibit the COUNTY from continuing to possess and use
            software, documentation or other equipment which are not subject of the partial termination.

        e. Payment/Financial Obligations upon Termination. Upon termination, COUNTY shall pay to
           Vendor all amounts that have actually accrued or which are owing to Vendor as of the date of
           such termination in accordance with the schedules in this agreement and reasonable
           business judgment. In addition, Vendor shall reimburse COUNTY for any advance payments
           for services not rendered. The parties shall agree on a mutual settlement regarding any
           other payments owed either COUNTY or Vendor.

            When the Agreement is terminated as in paragraphs C-41. a., b., or c. above, the parties are
            responsible for performing their obligations up to the date of termination. Vendor shall deliver
            all software, products, equipment, and services that it is required to provide up to the date of
            termination. COUNTY shall pay Vendor all amounts actually owed to Vendor as of the date
            of the termination, in accordance with the schedules in the Agreement. However, COUNTY
            shall not incur any further payment obligations upon termination of this Purchase Contract.

C-42.   Good Faith Attempt to Resolve: The parties agree to make good faith effort to resolve any
        dispute prior to or during the default process.

C-43.   Disputes: Vendor and COUNTY will attempt to settle any claim or controversy between them
        arising from this Agreement through consultation and negotiation in good faith and a spirit of
        mutual cooperation. The respective Project Managers will confer and attempt to settle the
        dispute. The dispute will be escalated to appropriate higher-level managers of the parties, if
        necessary. Absent a dispute handled in accordance with PART VII, CONTRACT & INSURANCE
        REQUIREMENTS, Section C-41, Termination, if cooperative efforts fail, the dispute will be
        mediated by a mediator chosen jointly by Vendor and COUNTY within thirty days after notice by
        one of the parties demanding mediation on the conditions that: (i) The location shall be in
        Eugene, Oregon, (ii) Each party shall bear their own costs, witness fees, and attorneys fees, and
        (iii) Joint costs for the process (e.g. filing and mediation costs) shall be borne equally. Vendor
        and COUNTY will not unreasonably withhold consent to the selection of a mediator. The parties
        may postpone mediation until they have completed any mutually agreed upon, specified, and
        limited discovery about the dispute.


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        Any claim relating to intellectual property and any dispute that cannot be resolved between the
        parties through negotiation or mediation within two months after the date of the initial demand for
        mediation may then be submitted by either party to a court of competent jurisdiction in Lane
        County, Oregon unless otherwise agreed. Each party consents to jurisdiction over it by such a
        court. The use of mediation will not be considered under the doctrine of laches, waiver, or
        estoppel to affect adversely the rights of either party. Either party may resort to the judicial
        proceedings described in this section before the expiration of the two-month, or other agreed,
        period if (i) good faith efforts to resolve the dispute under these procedures have been
        unsuccessful, or (ii) interim relief from the court is necessary to prevent serious and irreparable
        injury to such party or any of its affiliates, agents, employees, officers, suppliers, or sub-
        contractors.

C-44.   Notices: Whenever under this Contract one party is required or permitted to give notice to the
        other, such notice shall be deemed given when received by personal delivery, courier or
        facsimile; or up to three (3) business days after the date mailed by United States mail, certified
        mail, return receipt requested, postage prepaid, and addressed as follows:

        In the case of Vendor:




        In the case of COUNTY:

                   David Barbero
                   Accounting Analyst
                   Lane County Information Services
                   125 East 8th Avenue
                   Eugene, OR 97401-2926
                   Telephone: (541) 682-3638
                   FAX: (541) 682-3630


C-45.   Headings and Section References, Construction: The section headings in this Agreement are
        inserted only for convenience and are not to be construed as part of this Agreement or as a
        limitation of the scope of the particular section to which the heading refers. This Agreement will
        be fairly interpreted in accordance with its terms and conditions and not for or against either party.

C-46.   Entire Agreement: This Contract, and all exhibits and amendments to the Contract constitute
        the entire agreement between the parties with respect to the subject matter hereof and
        supersedes all prior and contemporaneous representations, understandings or agreements,
        whether oral or written, relating to the subject matter hereof. All prior or contemporaneous
        representations, understandings or agreements, whether oral or written, that are not expressly set
        forth within the four corners of this Contract are hereby deemed waived, superseded and
        abandoned. The preprinted terms and conditions found on any COUNTY purchase order,
        acknowledgment or other form will not be considered an amendment or modification of this
        Agreement, even if a representative of each party signs such document, unless explicitly
        otherwise agreed.

C-47.   Modifications and Amendments: This Agreement may be altered, amended, or modified only
        by a written instrument signed by an authorized representative of each party.



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IN WITNESS WHEREOF, the parties have executed this contract on this _____________ day of

__________________, 20 ___.



Company Name.                                   Lane County, Oregon


By:                                             By:
        Signature                                       Signature




        Print or Type Name                              Print or Type Name

                                                        County Administrator
        Title                                           Title



        Business ID Number



        Date                                            Date




                                                      APPROVED AS TO FORM

                                                Date _______________ Lane County

                                                ________________________________
                                                  OFFICE OF LEGAL COUNSEL




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                                          LANE MANUAL
                          CHAPTER 21.130 STANDARD PROVISIONS
The following standard public contract clauses shall be included expressly or by reference where
appropriate in every contract of the COUNTY.

          (1)      Contractor shall make payment promptly, as due, to all persons supplying to such
contractor labor or material for the prosecution of the work provided for in the contract, and shall be
responsible for payment to such persons supplying labor or material to any subcontractor.
          (2)      Contractor shall pay promptly all contributions or amounts due to the State Industrial
Accident Fund and the State Unemployment Compensation Fund from contractor or any subcontractor in
connection with the performance of the contract.
          (3)      Contractor shall not permit any lien or claim to be filed or prosecuted against the
COUNTY on account of any labor or material furnished, shall assume responsibility for satisfaction of any
lien so filed or prosecuted and shall defend against, indemnify and hold COUNTY harmless from any
such lien or claim.
          (4)      Contractor and any subcontractor shall pay to the Department of Revenue all sums
withheld from employees pursuant to ORS 316.167.
          (5)      For public improvement and construction contracts only, if contractor fails, neglects or
refuses to make prompt payment of any claim for labor or services furnished to the contractor or a
subcontractor by any person in connection with the public contract as such claim becomes due, the
COUNTY may pay such claim to the person furnishing the labor or services and charge the amount of the
payment against funds due or to become due the contractor by reason of the contract. The payment of a
claim in the manner authorized hereby shall not relieve the contractor or its surety from the obligation with
respect to any unpaid claim. If the COUNTY is unable to determine the validity of any claim for labor or
services furnished, the COUNTY may withhold from any current payment due contractor an amount equal
to said claim until its validity is determined, and the claim, if valid, is paid by the contractor or the
COUNTY. There shall be no final acceptance of the work under the contract until all such claims have
been resolved.
          (6)      Contractor shall make payment promptly, as due, to any person, co-partnership,
association or corporation furnishing medical, surgical, hospital or other needed care and attention,
incident to sickness or injury, to the employees of contractor, of all sums which the contractor agreed to
pay or collected or deducted from the wages of employees pursuant to any law, contract or agreement for
the purpose of providing payment for such service.
          (7)      With certain exceptions listed below, contractor shall not require or permit any person to
work more than 10 hours in any one day, or 40 hours in any one week except in case of necessity,
emergency, or where public policy absolutely requires it, and in such cases the person shall be paid at
least time and a half for:
                   (a)      All overtime in excess of eight hours a day or 40 hours in any one week when the
work week is five consecutive days, Monday through Friday, or
                   (b)      All overtime in excess of 10 hours a day or 40 hours in any one week when the
work week is four consecutive days, Monday through Friday, and
                   (c)      All work performed on the days specified in ORS 279B.020 (1) for non-public
improvement contracts or ORS 279C.540 (1) for public improvement contracts.
                   For personal/professional service contracts as designated under ORS 279A.055, instead
of (a) and (b) above, a laborer shall be paid at least time and a half for all overtime worked in excess of
40 hours in any one week, except for individuals under these contracts who are excluded under ORS
653.010 to 653.261 or under 29 U.S.C. Sections 201 to 209, from receiving overtime.
                   Contractor shall follow all other exceptions, pursuant to ORS 279B.235 (for non-public
improvement contracts) and ORS 279C.540 (for public improvement contracts), including contracts
involving a collective bargaining agreement, contracts for services, and contracts for fire prevention or
suppression. For contracts other than construction or public improvements, this subsection (7) does not
apply to contracts for purchase of goods or personal property.


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                    Contractor must give notice to employees who work on a public contract in writing, either
at the time of hire or before commencement of work on the contract, or by posting a notice in a location
frequented by employees, of the number of hours per day and days per week that the employees may be
required to work.
          (8)       The hourly rate of wage to be paid by any contractor or subcontractor to workers upon all
public works shall be not less than the applicable prevailing rate of wage for an hour's work in the same
trade or occupation in the locality where such labor is performed, in accordance with ORS 279C.800 to
ORS 279C.850. For projects covered by the federal Davis-Bacon Act (40 USC 276a), contractors and
subcontractors shall pay workers the higher of the state or federal prevailing rate of wage.
          (9)       The contractor, its subcontractors, if any, and all employers working under the contract
are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS
656.017, or otherwise be exempt under ORS 656.126.
          (10)      As to public improvement and construction contracts, Contractor shall comply with all
applicable federal, state, and local laws and regulations, including but not limited to those dealing with the
prevention of environmental pollution and the preservation of natural resources that affect the
performance of the contract. A list of entities that have enacted such laws or regulations is found in the
Oregon Attorney General's Model Public Contract Rules Manual, OAR 137-030-0010, Commentary 4. If
new or amended statutes, ordinances, or regulations are adopted, or the contractor encounters a
condition not referred to in the bid document not caused by the contractor and not discoverable by
reasonable site inspection which requires compliance with federal, state, or local laws or regulations
dealing with the prevention of environmental pollution or the preservation of natural resources, both the
COUNTY and the contractor shall have all the rights and obligations specified in ORS 279C.525 to handle
the situation.
          (11)      The contract may be canceled at the election of COUNTY for any substantial breach,
willful failure or refusal on the part of contractor to faithfully perform the contract according to its terms.
The COUNTY may terminate the contract by written order or upon request of the contractor, if the work
cannot be completed for reasons beyond the control of either the contractor or the COUNTY, or for any
reason considered to be in the public interest other than a labor dispute, or by reason of any third party
judicial proceeding relating to the work other than one filed in regards to a labor dispute, and when
circumstances or conditions are such that it is impracticable within a reasonable time to proceed with a
substantial portion of the work. In either case, for public improvement contracts, if the work is suspended
but the contract not terminated, the contractor is entitled to a reasonable time extension, costs and
overhead per ORS 279C.655. Unless otherwise stated in the contract, if the contract is terminated, the
contractor shall be paid per ORS 279C.660 for a public improvement contract.
          (12)      If the COUNTY does not appropriate funds for the next succeeding fiscal year to continue
payments otherwise required by the contract, the contract will terminate at the end of the last fiscal year
for which payments have been appropriated. The COUNTY will notify the contractor of such non-
appropriation not later than 30 days before the beginning of the year within which funds are not
appropriated. Upon termination pursuant to this clause, the COUNTY shall have no further obligation to
the contractor for payments beyond the termination date. This provision does not permit the COUNTY to
terminate the contract in order to provide similar services or goods from a different contractor.
          (13)      By execution of this contract, contractor certifies, under penalty of perjury that:
                    (a)      To the best of contractor's knowledge, contractor is not in violation of any tax
laws described in ORS 305.380(4), and
                    (b)      Contractor has not discriminated against minority, women or small business
enterprises in obtaining any required subcontracts.
          (14)      Contractor agrees to prefer goods or services that have been manufactured or produced
in this State if price, fitness, availability or quality is otherwise equal.
          (15)      Contractor agrees to not assign this contract or any payments due hereunder without the
proposed assignee being first approved and accepted in writing by COUNTY.
          (16)      Contractor agrees to make all provisions of the contract with the COUNTY applicable to
any subcontractor performing work under the contract.
          (17)      The COUNTY will not be responsible for any losses or unanticipated costs suffered by
contractor as a result of the contractor's failure to obtain full information in advance in regard to all
conditions pertaining to the work.


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          (18)    All modifications and amendments to the contract shall be effective only if in writing and
executed by both parties.
          (19)    The contractor certifies he or she has all necessary licenses, permits, or certificates of
registration (including Construction Contractors Board registration or Landscape Contractors Board
license, if applicable), necessary to perform the contract and further certifies that all subcontractors shall
likewise have all necessary licenses, permits or certificates before performing any work. The failure of
contractor to have or maintain such licenses, permits, or certificates is grounds for rejection of a bid or
immediate termination of the contract.
          (20)    Unless otherwise provided, data which originates from this contract shall be "works for
hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by the COUNTY. Data shall
include, but not be limited to, reports, documents, pamphlets, advertisements, books, magazines,
surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the
right to copyright, patent, register and the ability to transfer these rights. Data which is delivered under
the contract, but which does not originate there from shall be transferred to the COUNTY with a
nonexclusive, royalty-free, irrevocable license to publish, translate, reproduce, deliver, perform, dispose
of, and to authorize others to do so; provided that such license shall be limited to the extent which the
contractor has a right to grant such a license. The contractor shall exert all reasonable effort to advise
the COUNTY, at the time of delivery of data furnished under this contract, of all known or potential
invasions of privacy contained therein and of any portion of such document which was not produced in
the performance of this contract. The COUNTY shall receive prompt written notice of each notice or claim
of copyright infringement received by the contractor with respect to any data delivered under this contract.
The COUNTY shall have the right to modify or remove any restrictive markings placed upon the data by
the contractor.
          (21)    If as a result of this contract, the contractor produces a report, paper, publication,
brochure, pamphlet or other document on paper which uses more than a total 500 pages of 8 1/2" by 11"
paper, the contractor shall conform to the Lane County Recycled Paper Procurement and Use policy,
Lane Manual 2.440 through 2.448, by using recycled paper with at least 25% post-consumer content
which meets printing specifications and availability requirements.
          (22)    The Oregon Standard Specifications for Construction adopted by the State of Oregon,
and the Manual on Uniform Traffic Control Devices, each as is currently in effect, shall be applicable to all
road construction projects except as modified by the bid documents.
          (23)    As to contracts for lawn and landscape maintenance, the contractor shall salvage,
recycle, compost or mulch yard waste material in an approved site, if feasible and cost-effective.
          (24)    As to public improvement contracts for demolition, the contractor shall salvage or recycle
construction and demolition debris, if feasible and cost-effective.
          (25)    When a public contract is awarded to a nonresident bidder and the contract price
exceeds $10,000, the contractor shall promptly report to the Department of Revenue on forms to be
provided by the department the total contract price, terms of payment, length of contract and such other
information as the department may require before the COUNTY will make final payment on the contract.
(Revised by Order No. 98-12-2-4, Effective 12.2.98; 04-6-30-12, 6.30.04; 05-2-16-8, 2.28.05; 05-12-14-9,
1.1.06)




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                          Mutual Non-Disclosure Agreement

This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made and entered into by and
between _____[company name]___ ("Contractor"), a ___[state of operation]___ corporation, having its
principal place of business at _____[street address, City, State, Zip]___, (“__[company short name]___”)
and Lane County, Oregon (“COUNTY”), an entity having its principal place of business at 125 East
Eighth Avenue, Eugene, Oregon 97401.


                                             DEFINITION

"Confidential Information" includes, but is not limited to, know-how, trade secrets, tools, methods,
methodologies, techniques, designs, specifications, computer source code, customer lists, detail price
lists, marketing plans, personnel information, financial information and business strategies, drawings,
data, software, together with other information which, a reasonable person would conclude, is intended
to remain confidential, due to its nature or the circumstances under which it is disclosed, and any other
non-public information that either party designates as proprietary and/or confidential pursuant to the
terms herein. For purposes of this Agreement, Confidential Information does not include protected
health information as defined by the Health Insurance Portability and Accountability Act (HIPAA).
Any applicable HIPAA confidentiality requirements will be covered under a separate agreement.


1.    Lane County is a public entity and is subject to all public records disclosure requirements of
Oregon Public Records Law.

2.     It is anticipated that each of the parties may disclose to the other various Confidential
Information. Information that a party reasonably believes meets an Oregon Public Records exemption
must be clearly and prominently labeled “Confidential Information” in order to be deemed proprietary.

3.      Each party shall be a "Disclosing Party" with respect to Confidential Information, which that
party discloses to the other and shall be a "Receiving Party" with respect to Confidential Information
which that party receives from the other.

4.      In consideration of the disclosure of Confidential Information, a confidential relationship is
established between the parties.

5.     The COUNTY is acting through its Information Services Department. The COUNTY'S use, as
described in this Agreement, is intended to include COUNTY employees and agents.

6.      This agreement is intended only to facilitate the evaluation of information technology products,
services, documents, and information during consideration of a future purchase, or for support of
products and/or services already purchased. The COUNTY may be requested to disclose limited data
which it maintains as a public entity in order for necessary evaluation or support functions to be
accomplished. Unless specified otherwise in writing by the COUNTY, all COUNTY data stored on
COUNTY computer systems accessible to Contractor in the performance of these activities shall be
considered Confidential Information and subject to the disclosure restrictions stated within this
Agreement. It is not the intent of the COUNTY to disclose any medical record information about
COUNTY clients as part of any evaluation or use of information technology products and services.


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7.     A Disclosing Party shall not designate as Confidential Information any materials or information
which the Disclosing Party does not with reasonable belief consider to be proprietary and/or
confidential.

8.       With respect to Confidential Information that the COUNTY provides to Contractor under this
Agreement, Contractor shall hold the Confidential Information in confidence using the same degree of
care as it normally exercises to protect its own proprietary information. With respect to Confidential
Information that Contractor provides under or in contemplation of this Agreement, COUNTY’S
obligation to maintain confidentiality is subject to any disclosure obligations of Oregon Public Records
Law, and if entitled to confidentiality, COUNTY shall: (a) restrict disclosure and use of the Confidential
Information solely to those employees (including contract employees and consultants) of such parties
with a need-to-know, and not disclose it to any other parties, (b) advise those employees and consultants
of their obligation with respect to the Confidential Information, (c) not copy, duplicate (except as needed
for backup, testing, training. system upgrades), or reverse engineer or compile anything provided
hereunder, and (d) the COUNTY shall use Confidential Information provided by Contractor only for the
purposes set forth in this Agreement. If COUNTY receives a request for disclosure of information
labeled confidential by Contractor pursuant to Oregon Public Records Law or a subpoena, COUNTY will
provide notice to Contractor before a response is due, and it shall be Contractor’s responsibility to
establish that such information is exempt from disclosure. Contractor shall defend, indemnify, and hold
COUNTY harmless from any claim or administrative appeal, including costs, expenses, and any attorneys
fees, related to a request to disclose information Contractor has labeled as “Confidential Information”.

9.      Upon the request of the Disclosing Party, the Receiving Party shall promptly deliver to the
Disclosing Party any and all documents and Information, without retaining any copies or excerpts
thereof, that contain or relate to the Disclosing Party’s proprietary and confidential Information.

10.     Nothing in this Agreement shall be construed to grant to the Receiving Party any ownership or
other proprietary interest in the Confidential Information. The Receiving Party agrees that it does not
acquire any title, ownership, or other intellectual property right or license under this Agreement.
Nothing in this Agreement shall be construed as an obligation by either party to enter into a purchase
contract, subcontract or other business relationship with the other party.

11.     A Receiving Party has no obligation with respect to any Confidential Information disclosed
hereunder that: (a) was rightfully in Receiving Party's possession before receipt from Disclosing Party
other than through prior disclosure by Disclosing Party; or (b) is or becomes a matter of general public
knowledge through no breach of this Agreement; or (c) is rightfully received by Receiving Party from a
third party without an obligation of confidentiality; or (d) is independently developed by Receiving
Party; or (e) is disclosed to third parities by the disclosing party without restriction; or (f) is disclosed
under operation of law, including Oregon Public Records law, governmental regulation, or court order,
provided Receiving Party first gives Disclosing Party notice and a reasonable opportunity to secure
confidential protection of such Confidential Information.

12.     A Receiving Party shall not publicly disseminate evaluations or summaries of the Confidential
Information of Disclosing Party without Disclosing Party's review of such evaluations or summaries
and written authorization for their dissemination. All materials disseminated with such authorization
shall bear the Disclosing Party's copyright notice and any other markings necessary to protect the
Confidential Information.

13.    Neither party will, without the prior written consent of the other and such approvals,
governmental or other, as may be required, use or transmit, directly or indirectly, the Information or
any portion thereof outside the United States.
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14.    This agreement may not be assigned by either party without the prior written consent of the
other.

15.     The term of this agreement shall be two (2) years from the date entered into unless subsequently
incorporated, by mutual agreement, into the parties’ purchase contract. The parties may extend this
agreement, including incorporating any applicable changes, if a purchase contract is executed within
two (2) years from the date entered into unless the parties' agree otherwise. This Agreement may also
be terminated by either party for convenience upon thirty (30) days written notice. Termination of this
Agreement for any reason shall not relieve a Receiving Party of its obligations hereunder, and all
obligations under this paragraph, and paragraphs 1, 4, 8, 9, 11, 12, 13, 15, 16, 17, 18, 19, 20 shall
survive the termination of this Agreement.

16.    Except as otherwise expressly agreed by the parties in writing, upon termination of this
Agreement, a Receiving Party shall (a) immediately cease using the Confidential Information of
Disclosing Party, (b) promptly return to Disclosing Party all media received from Disclosing Party
which contain the Confidential Information of Disclosing Party and destroy all other copies of such
Confidential Information, and (c) promptly certify in writing Receiving Party's compliance with the
terms of this Article.

17.     Contractor agrees to indemnify, defend, and hold COUNTY, its Commissioners, agents,
officers, and employees harmless from all damages, losses and expenses and to defend all claims,
proceedings, lawsuits, and judgments arising out of or resulting from the negligence or wrongful
misconduct of Contractor, its subcontractors, employees or agents in performing or failing to perform
obligations covered by this agreement.

18.     Subject to the limitations of the Oregon Tort Claims Act and Article XI, Section 10 of the
Oregon Constitution, COUNTY agrees to indemnify, defend, and hold Contractor, its agents, officers,
and employees harmless from all damages, losses and expenses and to defend all claims, proceedings,
lawsuits, and judgments arising out of or resulting from the negligence or wrongful misconduct of
COUNTY, its officers, agents, or employees in performing or failing to perform obligations covered by
this agreement.

19.     This Agreement supercedes any prior oral or written understanding with respect to the exchange
and protection of confidential information. Except if the parties mutually agree to incorporate this
agreement into a purchase contract, this Agreement contains the entire understanding of the parties with
respect to its subject matter. In such case, any additional terms related to exchange and protection of
confidential information that are included in a purchase contract shall be binding. No modification,
amendment, or waiver thereof shall be effective unless in writing and signed by both parties.

20.     This Agreement shall be governed in all respects by the laws of the State of Oregon. The
parties agree to the exclusive jurisdiction of the courts of the State of Oregon, and specifically agree
that any action or proceeding involving a claim arising from this agreement must be brought in the
appropriate court in Lane County, Oregon.

21. The provisions of Lane Manual 21.130, setting forth standard public contracting provisions, are
hereby incorporated by this reference.




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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate originals
by their duly authorized representatives.

Company Name.                                   Lane County, Oregon


By:                                             By:
        Signature                                      Signature




        Print or Type Name                             Print or Type Name

                                                       County Administrator
        Title                                          Title



        Business ID Number



        Date                                           Date




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                                  Software License Agreement

Name of Company:_________________________ (“Licensor”) and Lane County, Oregon (“Licensee”) hereby
enter into this Software License Agreement. For good and valuable consideration, the parties agree as follows:




         Grant of License and Right to Use
Licensor retains exclusive title and ownership of all copies of the Software licensed under this Agreement and
hereby grants to Licensee a personal, non-exclusive, non-transferable, royalty free, worldwide license in perpetuity
to use the Software and related Documentation pursuant to the License terms within this Agreement. This license is
granted to Lane County for the purposes of supporting COUNTY Document Management services.

         Permitted Uses
Customer may use the Software solely for the purpose of operating a Document Management system, and for such
other additional purposes authorized in the Lane County Purchase Contract of which this software license is a part.
Customer is authorized to make reasonable copies of the Software for backup, testing, training, system upgrades,
and/or archival purposes.

         Ownership
Title to all copies of Software will not pass to Licensee at any time but remains vested exclusively in Licensor.
Licensor and/or Licensor’s suppliers own and retain all of their proprietary rights in any form concerning the
Software and Documentation, including all rights in patents, patent applications, inventions, copyrights, trade
secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes,
enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or
another party).      Nothing in this Agreement is intended to restrict the proprietary rights of Licensor and/or
Licensor’s suppliers or to grant by implication or estoppel any proprietary rights. All intellectual property
developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, or
related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared
development rights of intellectual property. This Agreement does not involve any software that is a “work made for
hire.” COUNTY owns title to physical media for the software as well as all data entered into the software, and
nothing in this Agreement is intended to restrict the ownership rights of the COUNTY to the physical media for the
software or the data entered into the software.

         Prohibitions
Customer shall not sell, rent, lease, sub-license, lend, time-share or transfer, in whole or in part, or provide
unlicensed third parties access to the prior or present versions of the Software, any updates, or to Customer's other
rights under this Agreement. Customer shall not reverse engineer, de-compile, or disassemble the Software.
Customer shall not alter or modify the Software except as authorized by this Agreement. Customer shall not make
additional copies of the Software beyond those necessary for purposes stated by this agreement. Customer shall not
remove or obscure any of the copyright or trademark notices. Customer may not copy the Documentation that
accompanies the Software. Except as provided herein, no right is granted for the use of Software directly by any
third person.

         Confidentiality
With respect to Confidential Information that Contractor provides under or in contemplation of this Agreement,
COUNTY’S obligation to maintain confidentiality is subject to any disclosure obligations of Oregon Public Records
Law, and if entitled to confidentiality, COUNTY shall: (a) restrict disclosure and use of the Confidential
Information solely to those employees (including contract employees and consultants) of such parties with a need-
to-know, and not disclose it to any other parties, (b) advise those employees and consultants of their obligation with
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respect to the Confidential Information, (c) not copy, duplicate (except as needed for backup, testing, training.
system upgrades), or reverse engineer or compile anything provided hereunder, and (d) the COUNTY shall use
Confidential Information provided by Contractor only for the purposes set forth in this Agreement. If COUNTY
receives a request for disclosure of information labeled confidential by Contractor pursuant to Oregon Public
Records Law or a subpoena, COUNTY will provide notice to Contractor before a response is due, and it shall be
Contractor’s responsibility to establish that such information is exempt from disclosure. Contractor shall defend,
indemnify, and hold COUNTY harmless from any claim or administrative appeal, including costs, expenses, and
any attorneys fees, related to a request to disclose information Contractor has labeled as “Confidential Information”.

         Assignment
This Agreement shall not be subcontracted or assigned without the prior written consent of both parties. In the event
of any assignment or subcontract, Licensor will remain responsible for all obligations as described in this
Agreement. Customer shall not assign this license or any of Customer's rights without the prior written consent of
contractor. Any purported assignment without such consent is null and void. As a condition to granting consent,
contractor may require the payment of additional licensing fees. It is understood that the authorized user may utilize
the Software on a temporary basis at other locations without any additional fees or registration procedures, and such
use will not be deemed to be a transfer of use as long as the licensed copy is not installed on more than one
computer at a time.

         Copies of the Software
Customer may make such copies of the Software as are reasonably necessary for Customer for backup, testing,
training, system upgrades, and/or archival purposes only.

         Term
The term of the license for the Software provided shall begin upon the effective date of this Agreement and continue
until such time as the System ceases to be within the control of COUNTY or until otherwise terminated in
accordance with the provisions of this Agreement.

         Return of Software Upon Termination
Upon termination of the license granted herein, the Customer shall, within ten (10) days, return all copies of the
Software for which licenses have been terminated with a certified statement by an authorized agent of the Customer
stating the returned copies constitute all of the Documentation possessed by the Customer.

         Waivers
Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of
such right or power. For a waiver of a right or power to be effective, it must be in writing signed by the waiving
party. An effective waiver of a right or power shall not be construed as either a future or continuing waiver of that
same right or power, or the waiver of any other right or power.

         Entire Agreement and Amendment
The provisions of this Software License Agreement and the Lane County Purchase Contract, including amendments
and Exhibits, apply to the COUNTY’S use of Licensor’s Software, and all are binding. Terms in the Lane County
Purchase Contract related to the COUNTY’S use of Software and this Software License Agreement shall be
incorporated herein, and continue in force for as long as this Software License Agreement is in effect. The term
“Vendor” shall be replaced with “Licensor” for purposes of this Software License Agreement These terms include:
C-7 (Vendor’s Personnel); C-8 (Right to Interface); C-9 (Confidential Information); C-10 (Patent and Copyright
Infringement); C-11 (Title and Risk of Loss); C-12 (Preservation of Vendor’s Proprietary Rights); C-14
(Warranties); C-17 (Independent Vendor); C-19 (Workers’ Compensation); C-20 (Free From Tax Law and
Discrimination Violations); C-21 (Employment Taxes and Workers’ Compensation Payments); C-22 (Taxes); C-23
(Safety Requirements); C-25 (Lane Manual); C-26 (Prime Vendor Responsibilities); C-27 (Insurance); C-28


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LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution


(Indemnity); C-30 (Force Majeure); C-34 (Successors in Interest); C-36 (Maintenance Services); C-42 (Good Faith
Attempt to Resolve); C-43 (Disputes), and any Exhibits relevant to interpret or implement these provisions.

         Survivability
The following provisions from the Lane County Purchase Contract shall survive the termination or expiration of this
Agreement: C-9, C-10, C-12, C-28, C-34, C-42, and C-43. The surviving terms of the parties’ Mutual Non-
Disclosure Agreement, set forth in paragraph 15 of that agreement, shall survive the termination or expiration of this
Agreement.

         Modifications
This Software License Agreement may be altered, amended, or modified only by a written instrument signed by an
authorized representative of each party, except that Licensor may modify this Agreement as necessary to comply
with applicable laws and regulations.

         Governing Law
The laws of the State of Oregon shall govern the validity, construction and enforcement of this Agreement, as well
as the interpretation of the parties’ rights and duties without reference to conflicts of laws. The parties will comply
with all applicable federal laws, and rules concerning performance under this Agreement. The parties agree that the
venue for any action or proceeding involving terms of this contract shall be an appropriate court in Lane County,
Oregon.

         Severability
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or otherwise
unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and
effect.



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate originals
by their duly authorized representatives.

Company Name.                                               Lane County, Oregon


By:                                                         By:
         Signature                                                   Signature




         Print or Type Name                                          Print or Type Name

                                                                     County Administrator
         Title                                                       Title



         Business ID Number



         Date                                                        Date




October 15, 2007
                                                    PAGE 68
LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




                        INSURANCE COVERAGES REQUIRED
Vendor shall not commence any work until Vendor obtains, at Vendor's own expense, all required
insurance as specified below. Such insurance must have the approval of Lane County as to limits, form
and amount. The types of insurance Vendor is required to obtain or maintain for the full period of the
contract will be:

X     COMPREHENSIVE COMMERCIAL GENERAL LIABILITY insurance including personal injury,
      bodily injury and property damage with limits as specified below. The insurance shall include:

      COVERAGES                                                   LIMITS

      ___    Explosion & Collapse                                 X        $1 million per occurrence

      ___    Underground Hazard                                   ___      Limits of the Oregon Tort
                                                                           Claims Act (ORS 30.370),
        X    Products/Completed Operations                                 limits presently at $500,000
                                                                           per occurrence
        X    Contractual Liability

        X    Broad Form Property Damage                           ___      Other

      ___    Owners' & Vendors' Protective

      FORM

      All policies must be of the occurrence form with combined single limit for bodily injury and property
      damage. The Risk Manager must review any deviation from this. All claims-made forms must
      have the prior approval of Risk Manager. Submit a complete copy of claims-made policies and
      endorsements with the certificate of insurance.

_ X _ AUTOMOBILE LIABILITY insurance comprehensive form with limits as specified below. The
      coverage shall include owned, hired, and non-owned automobiles.

      LIMITS

      _ X _ $1 million per occurrence

      ___    Not less than the limits of the Oregon Tort Claims            ___ Other
             Act (ORS 30.270) presently at $500,000 per occurrence

_ X _ PROFESSIONAL LIABILITY insurance with limits not less than $____$ 1 Million.

_X_   ADDITIONAL INSURED CLAUSE The liability insurance coverages required for the performance
      of this contract shall be endorsed to name Lane County, its commissioners, officers, agents, and
      employees, as additional insured with respect to the activities performed under this contract.

_ X _ WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY as statutorily required for persons
      performing work under this contract. Any sub-contractor hired by Vendor shall also carry Workers'
      Compensation and Employers' Liability coverage.


      EMPLOYER'S LIABILITY                        _ X _ Limits of $500,000.

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LANE COUNTY RFP NO. IS2007-10-02
Lane County Document Management Solution




___   BUILDER'S RISK insurance special form. Limits to be the value of the contract or
      $____________.

___   FIDELITY BOND covering the activities of any person, named or unnamed, responsible for
      collection and expenditures of funds. Limit $_________ per employee.



                   Any questions concerning insurance and indemnity should be
                      directed to the COUNTY Risk Manager at (541) 682-4569.




October 15, 2007
                                             PAGE 70

				
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