SDCOE RFP 1819-005

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RFP 1819-005 SAN DIEGO COUNTY OFFICE OF EDUCATION PeopleSoft Implementation Health Check

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CONTENTS Introduction ---------------------------------------------------------- 1

Purpose ---------------------------------------------------------------- 1

Scope Of Work ------------------------------------------------------- 5

Proposal Requirements ------------------------------------------- 6

Proposal Contents -------------------------------------------------- 7

Submission Instructions ------------------------------------------- 9

Confidentiality ------------------------------------------------------- 9

Conflict Of Interest ------------------------------------------------- 9

Criteria For Evaluating Proposals ----------------------------- 10

Miscellaneous ------------------------------------------------------ 10

Attachments -------------------------------------------------------

Attachment A: SDCOE Sample Contract Document ------ 12

*Attachment B: Non-Collusion Declaration ---------------- 19

*To be responsive to this bid, these forms need to be completed and turned in with bid.

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1 Introduction NOTICE IS HERBY GIVEN that San Diego County Superintendent of Schools of San Diego County, California, hereinafter referred to as SDCOE, will receive up to, but no later than 3:00 P.M. on February 1, 2019, proposals for the award of a contract(s) for:

RFP 1819-005 Health Check of PeopleSoft Implementation

Proposals shall be received in the office of Internal Business Services, Building 5, Room 501, San Diego County Office of Education, 6401 Linda Vista Road, San Diego, CA 92111. 2 Purpose The purpose of this Request for Proposal (RFP) is to solicit proposals from qualified firms to provide the San Diego County Superintendent of Schools (referenced in this document as “SDCOE” or “County” or “County Office”) to perform a health check of the PeopleSoft ERP implementation and current operation; and recommend changes to maximize system effectiveness.

2.1 Process/Timeline The RFP process will be undertaken as follows:

a) This RFP is publically advertised and released to potential service providers. b) The evaluation team will then review the Service Provider’s proposal against a set of

pre-defined criteria and rate the proposals on their ability to satisfy the requirements as outlined in this RFP.

c) Select Service Providers may be invited to provide presentations of their qualifications and work.

d) A Service Provider, who most closely meets the requirements contained in this RFP will be chosen and formally notified.

e) A formal contract will be entered into with the Service Provider. The following timeframes will be adhered to during this process: Release RFP documents and first advertisement Date Dec. 21, 2018 Second advertisement Date Dec 28, 2018 Final date for receipt of questions Jan. 14, 2019 by 3 p.m. Responses to all timely questions distributed Jan. 18, 2019 Responses to RFP due 3:00 P.M. on Feb. 1, 2019 SDCOE notification to Proposers of interview

selection Feb. 8, 2019 Proposer Interviews Feb. 13, 2019 Proposers notified of results Feb. 14, 2019

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2.2 Questions Clarifying questions are encouraged as we believe these will add to the quality of the proposals. All proposal questions and requests for clarification will only be accepted in writing via e-mail at bids@sdcoe.net. Reference SDCOE RFP 1819-005 question in the subject line. In the event it is evident to a vendor responding to this RFP that the SDCOE has omitted or misstated a material requirement to this RFP and/or the services required by this RFP, the responding vendor shall advise the Contact identified in the “Proposal Clarifications” section above of such omission or misstatement. During the solicitation period, all questions must be directed to the bid administrator as noticed above. Proposers are not to contact the CAB members, stakeholders or project management team regarding the solicitation. Any vendor seeking to obtain information, clarification, or interpretations from any person(s) other than the RFP Administrator is advised that such material is used at the vendor’s own risk. SDCOE will not be bound by any such information, clarification, or interpretation. Contact by a vendor regarding this acquisition with any employee or CAB member other than the RFP Coordinator or an individual specifically approved by the RFP Coordinator in writing, may be grounds for rejection of the vendor’s proposal. After the award of the contract and during the process and completion of the Health Check, all logistical questions and needs will be addressed through the Customer Advisory Board (CAB)/Project Facilitator. The CAB facilitator is an exofficio member of the CAB and will handle the day-to-day questions, actions, and needs of the selected Vendor during the Project life. All questions brought to SDCOE will be made in writing. All answers from SDCOE will be transmitted to all candidate Vendors including the original requestor, at the same time. All answers will be transmitted electronically to the contact point provided by the candidate Vendor.

2.3 Acknowledgement To assure that interested firms receive up-to-date information including changes to this RFP, deadlines, and answers to questions, it is incumbent upon interested proposers to advise the SDCOE of their intention to submit a proposal along with contact information. If you intend on responding to this RFP, send the name of this RFP, your firm’s name, contact name, and e-mail address to:

San Diego County Office of Education ATTN: Bid Administrator bids@sdcoe.net

Each proposal must conform and be responsive to this notice and the proposal documents. SDCOE reserves the right to reject any or all proposals, to waive any irregularities or informalities in the proposal or in the proposal process.

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3 Scope of Work The overall scope of work for the engagement encompasses the development of a health check and future state roadmap of implementing part of all of PeopleSoft ERP and the Hyperion Budget Management System.

3.1 Objectives: 1. Assess the current state of the PeopleSoft implementation 2. Determine the gaps between:

a. The current configuration b. The documented requirements c. The Best Practices for a PeopleSoft ERP system in the Education

industry 3. Propose an organizational construct outlining future resources recommended

to address identified difficiences and/or increased efficiencies 4. Create a future-state capability view and a roadmap to get there, including

prioritized initiatives 5. Identify a process of Organizational Change Management to implement

PeopleSoft functions as acceptable replacements to current, manual, and legacy functions

6. Identify and recommend a path to realize the ROI of the $50M investment in PeopleSoft

3.2 Deliverables:

The VENDOR shall coordinate with SDOCE to schedule a kick off meeting in San Diego, CA, with the project coordinator and contract owner. VENDOR project manager shall lead the meeting. The kick off meeting must facilitate the introduction of CONTRACT, SDCOE project team members and establish common understanding and awareness of project objectives, scope, governance, schedule and project risks and issues.

1. Program and risk management a. Effective project communication b. Project charter development and approval process c. Project vision, background, purpose and objectives d. Project governance structure, project roles and responsibilities e. Preliminary project plan including scope and schedule f. Initial risk assessment g. Detailed project plan

2. Current state analysis a. The VENDOR will review existing SDCOE documentation from

implementation, state reporting requirements, chart of accounts and other relevant information required for the analysis

b. VENDOR will evaluate PeopleSoft configuration c. VENDOR will conduct targeted interviews to validate previous efforts

and further refine the current state as well as the desired future state as characterized by system users and state requirements

d. Based on the business intelligence and requirements gathered during the research period, VENDOR will develop a draft Gap

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Analysis to identify which business needs can be met with the SDCOE PeopleSoft system, which business needs would require an additional configuration and modification

e. VENDOR will develop a draft implementation recommendation for the business needs that can be met through the PeopleSoft system

3. Health check (with gap analysis) a. Functions to be addressed within the PeopleSoft system b. Functions that cannot be addressed within the PeopleSoft system

(e.g. Hyperion Budget System) c. Recommendations regarding current processes d. Interoperability requirements e. Phases of development and cost f. Potential risks identified and mitigation plans g. Future system considerations that could impact the SDCOE functions

of PeopleSoft and associated programs h. Recommendation of future state roadmap and deployment schedule

4. Final executive summary and report a. Final strategic roadmap and future state plan b. Business case and financial cost benefit analysis of

recommendations

4 Proposal Requirements To receive consideration, proposals shall be made in accordance with the following instructions:

1. Cover Letter and Executive Summary on company letterhead, signed by a representative authorized to legally bind the Company in a contractual relationship

2. Description of the organization’s expertise in managing or overseeing similar projects 3. Description of the organization’s expertise in performing similar projects 4. Description of the organization of proposed approach 5. Relevant qualifications and references 6. Proposed fees for services 7. VENDOR will meet with and update the CAB at monthly meetings conduct and

complete all work within sixteen (16) weeks following execution of the contract. 8. All written deliverables must be phrased in terms and language that can be easily

understood by non-technical and non-financial personnel. 9. VENDOR must demonstrate its knowledge and expertise in financial and accounting

principles and in the ORACLE PeopleSoft ERP software. 10. CONTRACT must demonstrate its knowledge in organization design, IT financial

management and business case development, and IT roadmap design.

4.1 Consultants must respond in each area as specified in the RFP documents. If the proposal is not complete, it may be deemed non-responsive. Accuracy of the proposal is the responsibility of the Proposer. All proposals shall be reviewed to verify that the proposer

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has met the minimum requirements of the RFP. Proposers shall follow the format of the RFP to facilitate the review process for SDCOE.

4.2 Proposals shall be without interlineations, alterations, and erasures unless each such correction is suitably authenticated by affixing in the margin, immediately opposite the correction, the initial(s) of the person(s) signing the proposal.

4.3 Before submitting a proposal, the proposer shall carefully examine the specifications and the forms of all proposal documents. Proposers shall fully inform themselves as to all existing conditions and limitations.

4.4 Each Proposal Form must be signed by the name of the proposer and must bear the signature in longhand of the person(s) duly authorized To Sign the Proposal and to bind the Company Contractually.

4.5 Proposals shall be delivered to the County Office on or before the day and hour set for the opening of bids in the Notice Inviting Proposals.

4.6 Proposals shall be enclosed in a sealed envelope bearing the description of the RFP name, RFP number, the name of the respondent, and the date and hour.

4.7 It is the sole responsibility of the proposer to see that their proposal is received in proper time. Any proposals received after the scheduled closing time for receipt of proposals shall be returned to the proposer.

4.8 Proposal responses SUBMITTED BY EMAIL OR FAX ARE NOT ACCEPTABLE. 5 Rules for Engaging Stakeholders, Sponsors, and Steering Committee Stakeholders are any members of SDCOE that are affected by the PeopleSoft ERP systems or its sub-systems. The Sponsor of the initiative is the San Diego County Superintendent of Schools or his designated delegate or representative. The Steering Committee is the SDCOE Customer Advisory Board that will be the committee of record for this RFP and the Health Check project.

5.1 Stakeholder Rules and Considerations • All interviews should be scheduled within the published business working hours of

SDCOE, and schedule appointments made at least 48 hours in advance. • SDCOE operates in an environment that contains collective bargaining groups. The

selected Vendor recognizes and will abide by the agreements and rules established by these groups.

• Requests for documentation will be made in writing (electronic methods are acceptable).

• The selected Vendor will normally work from the Linda Vista Campus SDCOE offices, however visits to Districts and Charter schools within San Diego might be necessary. The selected Vendor will notify the CAB/Project Facilitator to make visiting, interview, and any other logistical arrangements. At no time will the selected Vendor independently engage District personnel without prior arrangements.

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5.2 Sponsor Rules and Considerations • Access to the Sponsor (the Superintendent of San Diego County Office of Education)

is free and open, however it must be coordinated through the CAB/Project Facilitator for scheduling and location.

• Updates and communication with the San Diego County Board of Education will be handled by the Sponsor only, and not by the selected Vendor.

5.3 Steering Committee (CAB) Rules and Considerations • Logistical elements needed by the selected Vendor shall be engaged through the

CAB/Project Facilitator. • With the exception of individual interviews of CAB members, all report outs,

presentations, and briefings will be made to the entire CAB during scheduled appointments.

6 Proposal Contents Each proposal shall include a description of the type, technical experience, background, qualifications and expertise of the proposer's firm as described in this RFP, including but not limited to the requirements, and as set forth below. The description shall show that the firm possesses the demonstrated skills and professional experience to perform the general functions to fulfill the goals of SDCOE. The proposal shall contain the following:

6.1 Table of Contents (limit: 1 page)

6.2 Executive Summary (limit 1 page) Provide an overview of the entire proposal describing the general approach or

methodology the Proposer will use to meet the need and fulfill the general scope of work as set forth in this RFP.

6.3 Identification of the Proposer (limit: 1 page) A. Legal name, address and telephone number of company. B. Legal form of company (corporation, partnership, etc.). C. Point of Contact: name, title, email address, and telephone number. D. Proposer’s primary focus of work and a summary of qualifications.

6.4 Staffing Resources (limit: 2 pages) A. Identify person(s) that will be principally responsible for working on the project.

Indicate the role(s) and responsibility(ies) of each individual. B. Provide brief biographies of individuals who will be working on the project that

includes their technical skills and qualifications. C. Describe how Proposer will ensure consistency of staff engaged on the project, or

succession plan strategies in the event there is a change in staff assigned to the project.

6.5 Plan and Approach (limit: 3 pages) Describe the approach and methodology of your firm’s approach to fulfilling the scope of work described in this RFP.

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A. Describe the services you propose to provide, the timeline for the services proposed, and include the deliverables.

B. Describe the strategy, specific goals and message for elements described in Section 3 “Scope of Work.”

Proposed services may exceed the features described in the “Scope of Work” section of this RFP.

6.6 Experience and Technical Competence (limit: 2 pages) A. The Proposer shall provide a description of how the Proposer's experience, technical

and professional skills will meet the goals and fulfill the general functions identified in this RFP.

B. The Proposer should describe the organization’s experience and familiarity in providing services that are equivalent to or exceed those described in this RFP.

6.7 References (limit: 2 pages) Provide at least three references (within 5 years) for whom you have provided services similar to what is being requested in this RFP. Provide sufficient detail to indicate the type of services performed and deliverables provided. Include the following information: A. Year(s) B. Institution/Entity C. Contact Person and their Title D. Contact’s Telephone Number E. Contact’s Email address

6.8 Contracting History (limit: 1 page) If any of the following has occurred, please describe in detail: A. Failure to enter into a contract or professional services agreement once selected. B. Withdrawal of a proposal as a result of an error. C. Termination or failure to complete a contract. D. Debarment by any municipal, county, state, federal, or local agency. E. Involvement in litigation, arbitration, or mediation.

Provide litigation history for any claims filed by your firm or against your firm related to the intended scope of work as it relates to the RFP in the last five (5) years. A. Conviction of the firm or its principals for violating a state or federal antitrust law by

bid or proposal rigging, collusion, or restrictive competition between respondents or proposers, or conviction of violating any other federal or state law related to bidding or professional services performance.

B. Knowing concealment of any deficiency in the performance of a prior contract. C. Falsification of information or submission of deceptive or fraudulent statements in

connection with a contract. D. Willful disregard for applicable rules, laws or regulations.

6.9 Insurance Provide a letter from insurance company indicating ability to provide insurance. Insurance requirements include those requirements set forth in Attachment A.

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6.10 Proposal Form Provide the complete cost of the proposed services. The selected contractor will be expected to provide all services for the agreed cost. A. Provide a schedule of fees for all relevant services described in the Scope of Work. B. Based on your approach, provide an estimate of the number of hours required for

each service area described in the Scope of Work. C. Provide each team member’s hourly rate and the number of hours each member

will be charged to the project.

6.11 Non-Collusion Declaration (no page limit) Consultants on all public proposals are required to submit an Declaration of Non-Collusion with their submittal. This Declaration is made part of the proposal included as Attachment B of the RFP package and must be signed and dated under penalty of perjury.

7 Submission Instructions Proposals should be submitted per the proposal format previously outlined. One copy of the proposal shall be submitted by 3:00 P.M. on February 1, 2019 to:

Bid Administrator, Purchasing and Contracts San Diego County Office of Education

6401 Linda Vista Road, Room 501 San Diego, CA 92111

Service Provider shall place in a separate envelope clearly identified as “confidential” all financial statements, copyrighted material, trade secrets or other proprietary information that it asserts is exempt from disclosure under the California Public Records Act. If appropriate, SDCOE will attempt to protect from disclosure the identified information within our ability under the Public Records Act. SDCOE intends to enter into an agreement for the services described in this RFP. The selected vendor will be required to enter into SDCOE’s agreement for contract services (substantially in the form as set forth in Attachment A). Any requests by Proposer to modify any provision(s) of the agreement must be submitted with the proposal in order to be considered by SDCOE, although there are no assurances that SDCOE will accept any modifications requested by the Proposer.

8 Confidentiality Proposals are not to be marked as confidential or proprietary. Proposals submitted in response to this RFP are subject to public disclosure as permitted by the California Public Records Act and State regulations. Additionally, all proposals will become the property of the SDCOE. SDCOE reserves the right to make use of any information or ideas in the proposals submitted. Regardless of any identification otherwise, including marking some or all of the pages as “confidential” or “proprietary,” information in proposals will become part of the public record and subject to disclosure without further notice to the Proponent. Proposals should not include personal identifier information such as social security numbers, dates of birth,

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criminal clearance documents, etc., in resumes or other documents. SDCOE shall not in any way be liable or responsible for the disclosure of any such records. 9 Conflict of Interest The Service Provider will disclose, within its response to this RFP, any potential or existing conflict of interest, either institutional or individual, that it may have in responding to this RFP. Conflicts of interest should also be noted with respect to any other products or services that may be required in order to deploy the Service Provider’s technology for this project. 10 Criteria for Evaluating Proposals SDCOE will use a competitive process based upon evaluating proposals. If a proposal fails to meet expectations during any part of the process, SDCOE reserves the right to proceed with the remaining proposals or to elevate a proposal that was not elevated before. The SDCOE reserves the right to request any additional information that might be deemed necessary after the receipt of proposals. Selection of the final vendor will be based upon the following steps and factors:

A. Responsiveness to the proposal specifications in the scope of work and detailed submittal requirements. Proposals found to be incomplete may be rejected as non-responsive. Proposals not deemed to be competitive may be rejected.

B. Completeness and competitiveness of the proposed fee/cost. C. Overall strength of the approach described in the proposal. D. Overall strength of the experience and history of the company and key personnel in

providing comparable services. 11 Miscellaneous

11.1 Addenda or Bulletins

Any addenda issued by the County Office during the RFP time, or forming a part of the documents provided to the potential Consultant for the preparation of their proposal, and shall be made a part of the proposal. County may modify this RFP or any of its deadlines prior to the date fixed for submission of proposals by issuance of an addendum.

11.2 No Obligations The County Office reserves the right to reject any or all proposals, to waive any informality or irregularity in the proposals or in the proposal process. Proposals will be awarded based on the evaluation criteria established in the documentation. Utilizing the Request for Proposal process, the County Office reserves the right to select the individual/firm that best meets the needs of the County Office, taking into consideration supplier qualification, price, and overall capability.

11.3 Cost to Respond to this RFP This is a Request for Proposal only and shall not be construed as obligating SDCOE to award a contract, or to otherwise pay for the information solicited. SDCOE is not liable for any costs incurred by individuals or business entities in preparing or submitting information hereunder. In issuing this RFP, SDCOE does not guarantee to extend a legal offer to contract with any respondent, and issuance of this RFP in no way obligates SDCOE to provide any form of consideration for any information received in response.

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11.4 Consultant Commitments Any written commitment by the Consultant within its proposal in response to this RFP will be binding upon the Consultant. Failure of the Consultant to fulfill any such commitment will render the Consultant liable for liquidated or other damages due to the County. Such commitments include but are not limited any warranty or representation made by the Consultant in the RFP or proposal.

11.5 SDCOE Right of Acceptance and/or Rejection Any proposal may be rejected if it is conditional, incomplete, or deviates from specifications in this RFP. By submitting a proposal, the Responding entity agrees to meet all the requirements set forth in the RFP. SDCOE reserves the right to accept any part of the proposal and not be obligated in any way to accept those parts that do not meet with the approval of SDCOE. SDCOE reserves the right to waive, at its discretion, any procedural irregularity, immaterial defect, or other impropriety not warranting rejection of the proposal. Any waiver will not excuse a Respondent from full compliance if awarded a contract. Reasons for rejecting any proposal will be supplied to the Proposer. SDCOE reserves the right to accept any proposal as offered, to reject any or all proposals, or, based upon the County’s needs or availability of funding at the time of selection of a provider or during contract negotiations, to modify the scope of service. SDCOE, at its sole discretion, reserves the right to contract for all or some of the stated services and to cancel this RFP in whole or in part. Proposals must be valid for a minimum of one hundred twenty (120) days from the due date of this RFP. Proposals received after the stipulated due date and time will not be considered.

11.6 Protests by Respondents A respondent may protest the bidding process, another bid and/or the intended award of a contract for the Project only by filing a written protest in accordance with the procedures set forth in this Section. SDCOE will not consider any verbal protests (e.g., by telephone) or any protests sent by electronic mail (e-mail). In order for a protest to be valid and be considered the protest must:

(a) be filed not later than 4:00 p.m. on the fifth business day following the notice of intent to award;

(b) clearly identify the respondent on whose behalf the protest is being filed, together with the name, address and telephone number of the person representing the respondent for purposes of the protest;

(c) clearly identify the specific bidding process, bid, or award of contract being protested;

(d) clearly identify and describe in detail the specific basis or bases for the protest and all facts relevant thereto and in support thereof;

(e) clearly identify all references to the specific portions of all documents relevant to the protest;

(f) clearly identify and describe in detail all arguments in support of the

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protest, including, not as a limitation, citations to all legal authorities; and

(g) be submitted with all documentation that is relevant to and supports the basis or bases underlying the protest.

If a protest filed by a respondent does not comply with each and every one of the foregoing requirements, SDCOE will reject the protest as invalid. If a respondent files a valid protest, SDCOE shall review the protest and all relevant information and documents and will provide written decision to the protesting respondent. In response to a protest, SDCOE may decline to award a contract, may award a contract to a respondent other than as previously intended, or may award a contract to a respondent as previously intended despite the protest. Such action by the SDCOE shall be a condition precedent to the filing of any claim or demand and to the initiation of any action (legal or equitable) or other proceeding arising from the matter(s) protested.

COMPLIANCE WITH THE FOREGOING REQUIREMENTS IS MANDATORY. Each respondent that desires to protest must file a protest in accordance with the foregoing requirements, and no respondent may rely on a protest by another respondent as a means of satisfying such requirements. Compliance with the foregoing requirements is the sole and exclusive means of protesting the bidding process, any bid, and/or the intended award of a contract for the Project, and failure to so comply shall be deemed and construed as a waiver of any and all rights the respondent may have to pursue a claim, demand or action based on the bidding, any bids, and/or any contract awarded for the Project. 12 Attachments Attachment A: Sample SDCOE Contract Document Attachment B: Non-Collusion Declaration

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Attachment A: Sample SDCOE Contract Document This Agreement, for program evaluator services is entered into this ___ day of ___________ , 2017, by and between the SAN DIEGO COUNTY SUPERINTENDENT OF SCHOOLS (hereinafter referred to as "County") and __________________________ (hereinafter referred to as "Consultant") who agrees to provide the following services to the County: 1. Scope of Services. Consultant shall provide services as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 2. Compensation and Reimbursement. County shall compensate and reimburse Consultant as provided in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 3. Term of Agreement. The term of this Agreement shall be as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 4. Termination. This Agreement may be terminated with or without cause by County. Termination without cause shall be effective only upon 60-day written notice to Consultant. During said 60-day period Consultant shall perform all consulting services in accordance with this Agreement. This Agreement may be terminated by County for cause in the event of a material breach of this Agreement, misrepresentation by Consultant in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by County. Termination for cause shall be effected by delivery of written notice of termination to Consultant. Such termination shall be effective upon delivery of said notice. In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, the County’s Superintendent or designee may, without advance notice and without liability for damages, terminate the Contract under any such new funding limitations and conditions. 5. Confidential Relationship. County may from time to time communicate to Consultant certain information to enable Consultant to effectively perform the services. Consultant shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the County. Consultant shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Consultant, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Consultant without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Consultant by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party.

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Consultant shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this contract without the prior written consent of the County. In its performance hereunder, Consultant shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 6. PUBLIC Records Act. Consultant acknowledges that the San Diego County Superintendent of Schools is a public agency subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. The San Diego County Superintendent of Schools acknowledges that Consultant may submit information that Consultant considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code sections 6254 and 6255). Consultant acknowledges that the San Diego County Superintendent of Schools may submit to Consultant information that the San Diego County Superintendent of Schools considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act (Government Code sections 6254 and 6255). Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for production, inspection and/or copying of information designated by a Disclosing Party as Confidential Information, the Receiving Party as soon practical but within three (3) days of receipt of the request, shall notify the Disclosing Party that such request has been made, by telephone call, letter sent via facsimile and/or by US Mail to the address and facsimile number listed at the end of the Agreement. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action, after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. 7. Ownership of Documents. The parties agree that this work is meant to be a “work for hire” under Federal Copyright Laws. As part of the consideration to Contractor hereunder, all rights to any and all copyrights or copyrightable materials produced under this Agreement shall vest in The San Diego County Superintendent of Schools on behalf of the San Diego County Office of Education. To the extent this is not a “work for hire,” the parties agree that all rights to all such copyrightable materials shall vest in the County. Therefore, Contractor does hereby sell, assign, and transfer to the County the entire right, title, and interest in and to the copyright of the work created under this Agreement and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the work created, and in and to all income, royalties, damages, claims, and payments now or hereafter due and payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. Seller agrees to execute all papers and perform such other proper acts as the county may deem necessary to secure for the county or its designee the rights herein assigned.

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8. No Assignments. Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which County, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. 9. Audit. Consultant agrees to maintain and preserve, until three (3) years after termination of the Agreement with the County and to permit the State of California or any of its duly authorized representatives, to have access to and to examine and audit any pertinent books, documents, papers, and records related to this Agreement. 10. Independent Contractor. It is expressly understood that at all times, while rendering the services described herein, and in complying with any terms and conditions of this Agreement, Consultant is acting as an independent Contractor and not as an officer, agent, or employee of the County. 11. Licenses, Permits, Etc. Consultant represents and declares to County that it has all licenses, permits, qualifications, and approvals of whatever nature that is legally required to practice its profession. Consultant represents and warrants to County that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Consultant to practice its profession. 12. Consultant's Insurance. Consultant shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 13. Pupil Safety/School Safety Act. To comply with Education Code section 45125.1, the COUNTY shall complete the “Pupil Safety Provisions” below certifying the level of contact that CONSULTANT is expected to have with COUNTY’S pupils. _____ The COUNTY has determined that greater then limited contact with pupils may occur under the terms of this contract. Fingerprinting and certification will be required of the Consultant. No work may take place until the requirements of Education Code section 45125.1 have been met. _____ The COUNTY has determined that limited contact with pupils may occur under the terms of this contract. In lieu of fingerprinting, a COUNTY employee will provide supervision at all times when the CONSULTANT has contact with pupils. __x___The COUNTY has determined that there will be no contact with pupils under the terms of this contract. The above determination is made by:_____________________________________________ Program Manager/Director (Print name and Signature) Date

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14. Indemnification. The Consultant agrees to hold harmless, defend, and to indemnify the County, its officers, agents, and employees against any and all losses, injuries, claims, actions, judgments, and liens arising from, or alleged to have arisen from, the Consultant’s performance or lack thereof under this Agreement. 15. Tobacco-Free Facility. The County is a tobacco-free facility. Tobacco use (smoked or smokeless) is prohibited at all times on all areas of County Office property. 16. Notices. Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 17. Time is of the Essence. It is to be understood that time is of the essence in this contract and that the Consultant(s) will be required to perform their work within the allowable time set forth as mutually agreed upon. The County and the Consultant shall agree mutually on any changes in either the schedule or the rate of performance of the work which might either favourably or adversely affect such schedule. 18. Governing Law/Venue. In the event of litigation, the Agreement and related matters shall be governed by and construed in accordance with the laws of the State of California. Venue shall be with the appropriate State or Federal court located in San Diego County. 19. Compliance with Law. The Consultant shall be subject to, and shall comply with, all Federal, State, and local laws and regulations applicable with respect to its performance under this Agreement including, but not limited to: licensing, employment, purchasing practices, wages, hours, and conditions of employment, including non-discrimination. 20. Counterparts. This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding. 21. Debarment, Suspension or Ineligibility Clause. By signing this Contract, the Consultant certifies that the Consultant, and any of its principles and/or Sub-consultants:

i. Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency, and; ii. Have not, within a three-year period preceding this contract, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with containing, attempting to obtain, or performing a public

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(Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery falsification or destruction of records, making false statements, or receiving stolen property.

Consultant certifies that no employee, officer, agent, or subcontractor who may come in contact with students in performance of this Agreement, has been convicted of a serious or violent felony. 22. Employment with Public Agency and Retirees. Consultant, if an employee of another public agency, agrees that Consultant will not receive salary or remuneration, other than vacation pay, as an employee of another public agency for the actual time in which services are being performed pursuant to this Agreement. Retirees should seek guidance from their respective retirement system to avoid a loss of retirement benefits. 23. Final Approval. This Agreement is of no force or effect until approved by signature by the County Superintendent of Schools or his designee, the Assistant Superintendent of Business Services.

24. Entire Agreement. This Agreement represents the entire Agreement and understandings of the parties hereto and no prior writings, conversations or representations of any nature shall be deemed to vary the provisions hereof. This Agreement may not be amended in any way except by a writing duly executed by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be duly executed, such parties acting by their representatives being thereunto duly authorized.

SAN DIEGO COUNTY SUPERINTENDENT CONSULTANT OF SCHOOLS By (Authorized Signature) By (Authorized Signature) Name (Type or Print) Name (Type or Print) Title Title Date Date

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"SPECIAL PROVISIONS" EXHIBIT "A"

A. Scope of Services. Consultant agrees to perform services as required by County as described in Section 3 of RFP 1819-005 PeopleSoft Checkup, incorporated herein by reference. B. Compensation and Reimbursement. Periodic payments shall be based on Consultant meeting County’s defined goals and functionality requirements. Failure to adequately meet the minimum performance requirements may result in County withholding payment to Consultant. County may also withhold payment, in whole or in part, to the extent reasonably necessary to protect County from claims, demands, causes of action, costs, expenses, liabilities, losses, damages, or injuries of any kind to the extent arising out of or caused by the Consultant under the indemnification provisions of the Contract. The total cost of this agreement is not to exceed $TBD (tbd dollars). C. Term of Agreement. This Agreement shall be effective from the period commencing upon the date of final contract execution, and ending June 30, 2019, unless sooner terminated by County as provided in the section of this Agreement entitled "Termination." Upon expiration or termination of this Agreement, Consultant shall return to County any and all equipment, documents or materials and all copies made thereof which Consultant received from County or produced for County for the purposes of this Agreement. D. Project Contacts. The parties’ representative contacts for this project are: SDCOE: Mark Zecca

6401 Linda Vista Rd San Diego, CA 92111 Consultant: (Insert Consultant information) D. Legal Notices. All notices hereunder shall be in writing and sent to the following address: To SDCOE: Assistant Superintendent, Business Services

6401 Linda Vista Rd San Diego, CA 92111

With Copy to SDCOE Legal Services 6401 Linda Vista Rd San Diego, CA 92111

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To Consultant: (Insert Consultant information) E. Consultant's Insurance. The Consultant shall maintain and shall cause each Subcontractor to maintain Public Liability and Property Damage Insurance to protect them and the Superintendent of Schools from all claims for personal injury, including accidental death, as well as from all claims for property damage arising from the operations under this Agreement. The minimum amounts of such insurance shall be as hereinafter set forth. Required Amounts of Insurance: General Liability Bodily Injury and $1,000,000 Comprehensive form - Property Damage Amount Products/Completed Operations Auto Liability Bodily Injury and $1,000,000 Comprehensive form - Property Damage Amount Owned, Non-owned Hired Combined The Consultant shall file, with the County, Certificates of Insurance indicating a thirty-day (30) cancellation notice and naming the SAN DIEGO COUNTY SUPERINTENDENT OF SCHOOLS and the COUNTY OF SAN DIEGO, ITS OFFICERS, AGENTS AND EMPLOYEES as an additional insured. F. Workers’ Compensation. The Consultant shall provide workers’ compensation insurance or shall self-insure their services in compliance with provisions of Section 3700 of the Labor Code of the State of California. A Certificate of Insurance may be provided, providing for such, or Consultant shall sign and file on company letterhead stationery with the County the following certificate: “I am aware of the provisions of Section 3700 of the Labor Code which

requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provision of that Code, and I will comply with such provision before commencing the performance of the work of this Agreement.”

G. Warranty. Consultant agrees that the supplies, equipment, or services to be furnished shall be covered by the most favorable commercial warranties the Consultant gives to any customer for the same or substantially similar supplies, equipment, or services and that the rights and remedies so provided are in addition to, and do not limit, any rights afforded to the County Office.

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Attachment B: Non-Collusion Declaration NON-COLLUSION DECLARATION (To be executed by Proposer and submitted with proposal) State of California ) ) County of _____________________) The undersigned declares: I, ____________________________________, being first duly sworn, deposes and says that he/she is _____________________________ of ________________________ the party making the attached proposal; that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The proposal is genuine and not collusive or sham. The proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal. The proposer has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or to refrain from proposing. The proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the proposal price of the porposer, or of any other proposer. All statements contained in the proposal are true. The proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof to effectuate a collusive or sham proposal and has not paid, and will not pay, any person or entity for such purpose. Any person executing this declaration on behalf of a proposer that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder. I or declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Name of Proposer __________________________________________ Signature _______________________________________________ Name ________________________________________________ Title ________________________________________________ Dated ________________________________________________ A notary acknowledgment must be attached.