RFP_HED_Wx_and_Energy_Efficiency_.pdf

Request for Proposal

Weatherization and Energy Efficiency Improvements in 1-4 Unit Residential Structures

Proposal due date: October 29, 2026 at 2:00 p.m.

Closing date for all questions: October 20, 2026 at 4:00 p.m.

Pre-proposal conference: October 13, 2026 at 10:00 a.m.

Table of Contents Request for Proposal

1 Introduction

1.1 Project overview

1.2 Scope of services (Attachment 1)

1.3 Proposal format and content (Attachment 2)

1.4 Pre-proposal conference

2 General rules

2.1 RFP overview

2.2 Estimated timeline and extension of time

2.3 Proposal submission

2.4 Questions and communication restrictions

2.5 Addenda

2.6 County’s right to withdraw, cancel, suspend and/or modify RFP

2.7 Proposer’s right to edit or cancel proposal

2.8 Proposals will not be returned

2.9 Public disclosure of proposal documents

2.10 Proposer’s costs

2.11 Proposer’s ideas

2.12 Collusion

2.13 Conflict of interest

3 Evaluation and selection

3.1 Proposal evaluation and recommendation for selection

3.2 Evaluation of responsiveness

3.3 Evaluation of responsibility

3.4 Evaluation panel and evaluation criteria

3.5 Interviews/presentations

3.6 Execution of contract

4 Attachments Attachment 1 – Scope of services Attachment 2 – Proposal format and content Attachment 3 – Hennepin County Terms and Conditions

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1 Introduction

1.1 Project overview

The County of Hennepin, State of Minnesota (“County”) is soliciting proposals for Weatherization and Energy Efficiency Improvements in 1-4 Unit Residential Structures for the Housing and Economic Development Department (HED). HED is seeking a CONTRACTOR to perform weatherization and energy efficiency related services in low/mod income 1-4 unit dwellings. Services will include energy audits, scope writing, rebate navigation, contractor management, and quality control inspections. HED plans to complete approximately 100 energy audits and 50-75 Weatherization / energy efficiency projects per year.

1.2 Scope of services (Attachment 1)

The scope of services are included as Attachment 1.

1.3 Proposal format and content (Attachment 2)

When submitting a proposal, Proposers must follow the specific format and contents detailed in Attachment 2. Failure to do so will likely prolong the evaluation process.

1.4 Pre-proposal conference

A virtual pre-proposal meeting will be held, October 13, 2026, at 10:00 am. Send RSVP to Christine.longwell@hennepin.us with a copy to: Michael.jensen@hennepin.us to receive a link to the session.

2 General rules

2.1 RFP overview

This Request for Proposals ("RFP") is an invitation for Proposers to submit a proposal to the County. It is not to be construed as an official and customary request for bids, but as a means by which the County can facilitate the acquisition of information related to the purchase of services. Any proposal submitted is a suggestion to negotiate and NOT A BID.

2.2 Estimated timeline and extension of time

11/5/2026 Interviews/Presentations

11/6/2026 Recommendation of award

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1/1/2027 Effective start date of contract(s)

These dates are subject to revision or cancellation by the County in its sole and absolute discretion.

2.3 Proposal submission

Proposals will be received in the Hennepin County Supplier Portal. To submit a proposal, you must first register with the Supplier Portal. For more information on how to register, go to the Supplier Portal help page. Register early to allow enough time to resolve technical issues which could cause you to miss out on this contract opportunity.

Proposers are strongly encouraged to make their submissions well in advance of the proposal due date as the process may take some time to complete.

Failure to submit a proposal on time may be grounds for rejection of the proposal; however, the County reserves the right, in its sole and absolute discretion, to accept proposals after the proposal due date.

2.4 Questions and communication restrictions

Questions concerning this RFP should be submitted in writing via e-mail with the subject line “Wx and Energy Efficiency” to the following:

Christine.longwell@hennepin.us Copy to: Michael.jensen@hennepin.us

Proposers shall not communicate, verbally or otherwise, with any Hennepin County personnel or relevant consultant(s) concerning this RFP, except for the persons listed in this section. This restriction may be suspended or removed by the authority and direction of the persons listed above. If any Proposer attempts or completes any unauthorized communication, Hennepin County may, in its sole and absolute discretion, reject the Proposer’s proposal.

2.5 Addenda

The County reserves the right to modify the RFP at any time prior to the proposal due date. An addendum will be posted in the Supplier Portal if the RFP is modified. Addenda may be viewed by clicking on the ‘View Documents’ on the Event Details page. It is the responsibility of each prospective Proposer to assure receipt of all addenda.

The County will modify the RFP only by formal written addenda. Proposer’s proposal should be based on this RFP document and any formal written addenda. Proposers should not rely on oral statements, including those occurring at pre-proposal meetings or site visits.

2.6 County’s right to withdraw, cancel, suspend and/or modify RFP The County reserves the right to withdraw, cancel, suspend, and/or modify this RFP for any reason and at any time with no liability to any prospective Proposer for any costs or expenses incurred in connection with the RFP or otherwise.

https://supplier.hennepin.us/psc/fprd/SUPPLIER/ERP/c/NUI_FRAMEWORK.PT_LANDINGPAGE.GBL http://www.hennepin.us/business/work-with-henn-co/supplier-portal http://www.hennepin.us/business/work-with-henn-co/supplier-portal

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2.7 Proposer’s right to edit or cancel proposal

Proposer may edit, submit, resubmit and/or cancel or withdraw its proposal at any time before the proposal due date. For instructions go to the Supplier Portal help page.

2.8 Proposals will not be returned

Upon submission, proposals will not be returned.

2.9 Public disclosure of proposal documents

Under Minnesota law, proposals are private or nonpublic until the proposals are opened on the proposal due date. Once the proposals are opened, the name of the Proposer becomes public. All other data in the proposal is private/nonpublic data until completion of the evaluation process. The evaluation process is completed when the County enters into a contract with a Proposer. At that time, all remaining data submitted by all Proposers is public with the exception of data classified as private/non-public trade secret data under Minn. Stat. § 13.37 of the Minnesota Government Data Practices Act.

Proposers must not submit trade secret material, as defined by Minn. Stat. § 13.37, as part of their proposal. The County does NOT consider cost or prices to be trade secret material, as defined by the statute. Proposers may present and discuss trade secret information during an interview or demonstration, if applicable.

The Proposer agrees, as a condition of submitting its proposal, that the County will not, as between the parties, be liable or accountable for any loss or damage which may result from a breach of confidentiality related to the proposal. The Proposer agrees to indemnify and hold the County, its officials, agents, and employees harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce this provision. This indemnification survives the County’s award of a contract. In submitting a proposal in response to this RFP, the Proposer agrees that this indemnification survives as long as the Proposal is in the County’s possession. The County is required to keep all the basic documents related to its contracts, including RFP proposals, for a minimum of seven years.

2.10 Proposer’s costs

The County shall not be responsible for any costs incurred by Proposer in connection with this RFP.

Proposer shall bear all costs associated with proposal preparation, submission, and attendance at interviews, or any other activity associated with this RFP or otherwise.

2.11 Proposer’s ideas

The County reserves the right to use any or all ideas, concepts, or other information provided in any proposals. Selection or rejection of the proposal does not affect this right.

https://www.hennepin.us/business/work-with-henn-co/supplier-portal

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2.12 Collusion

If the County determines that collusion has occurred among Proposers, none of the proposals of the participants involved in the collusion shall be considered. The County’s determination shall be final.

2.13 Conflict of interest

The Proposer affirms that to the best of its knowledge the submission of its proposal, or any resulting contract, does not present an actual or perceived conflict of interest. The Proposer agrees that should any actual or perceived conflict of interest become known, it will immediately notify the County and will advise whether it will or will not avoid, mitigate, or neutralize the conflict of interest.

The County may make reasonable efforts to avoid, mitigate, or neutralize a conflict of interest by a Proposer. To avoid a conflict of interest by a Proposer, the County may utilize methods including disqualifying a Proposer from eligibility for a contract award or cancelling the contract if the conflict is discovered after a contract has been issued. The County may, at its sole and absolute discretion, waive any conflict of interest.

3 Evaluation and selection

3.1 Proposal evaluation and recommendation for selection

This RFP does not commit the County to award a contract. Submission of a proposal shall neither obligate nor entitle a Proposer to enter into a contract with the County. The County reserves the following rights, to be exercised in the County’s sole and absolute discretion: 1) to determine whether any aspect of a proposal satisfactorily meets the criteria established in this RFP; 2) to seek clarification or additional information from any Proposer; 3) to negotiate, sequentially or simultaneously, pricing and/or terms with any Proposer or vendor; 4) to reject any or all proposals with or without cause; 5) to waive any irregularities or informalities in a proposal; 6) to cancel or amend by addenda this RFP, in part or entirely;

7) to award multiple contracts to Proposers; and/or 8) award a contract to a vendor that did not submit a proposal.

Evaluation of proposals by a selection committee, evaluation panel, County staff, a technical advisory committee, or by another group, individual or entity is advisory only. The County Board or its designee may consider or reject such evaluation(s) for any or all proposals. Such evaluations are for the sole benefit of the County Board or its designee, and as such, they are not binding upon the County, nor may they be relied upon in any way by a Proposer.

3.2 Evaluation of responsiveness

The County will consider all the material submitted by the Proposer to determine whether the Proposer’s offer is in compliance with the terms and conditions set forth in this RFP. Proposals that do not comply with the provisions in this RFP may be considered nonresponsive and may be rejected.

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3.3 Evaluation of responsibility

To determine whether a Proposer is responsible, the County will consider the Proposer’s general qualifications to perform the requested services in a satisfactory manner; financial responsibility; integrity;

skill; and ability.

Factors considered by the County may include, but are not limited to, Proposer’s past performance on previous projects; the Proposer’s technical capabilities; individual qualifications of Proposer’s key personnel; and the Proposer’s financial ability to perform on the contract. Proposals from Proposers considered non-responsible will be rejected.

3.4 Evaluation panel and evaluation criteria

After review of each responsive proposal, the County may immediately award a contract to a successful Proposer based on the evaluation criteria, or it may establish a short list of Proposers for further consideration. The short list of Proposers may be asked to provide additional information, including but not limited to two years of audited financial statements. The short list of Proposers may also be asked to attend an in-person or telephone interview/presentation, as determined by the County in its sole discretion.

Evaluation criteria shall include the following in order of importance:

1. Plan for performing services, including without limitation:

• Approach to performing services

• Proposed schedule

• Capacity

• Availability

• Management plan

2. Experience and qualifications, including without limitation:

• Experience

• Professional credentials

• Education or certifications

• Expertise

• Capability

• Past performance

3. Quality of proposal, including without limitation

• Demonstrated understanding of the scope of services

• Compliance with proposal format & content

• Clarity and thoroughness of proposal

• Prepared for interview/presentation (if applicable)

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Cost will be approximately equal in importance to a combination of all other factors shown. The County will consider the trade-off between proposal price and the other evaluation criteria in determining the proposal which is most advantageous to the County.

3.5 Interviews/presentations

The County reserves the right to request additional information from Proposers during any phase of the proposal evaluation process. During the evaluation process, the County may require the presence of a Proposer to make a presentation and/or answer specific questions regarding their proposal. Proposers should reserve November 5, 2026 10:00 am – 04:30pm for a possible presentation. Any request for a presentation will be made no later than November 3rd, 2026.

3.6 Execution of contract

Before a contract becomes effective between the County and any Proposer, the contract award must be ratified and signed by the County Board or its designee. If for any reason the County Board or its designee does not ratify and sign the contract then there are no binding obligations whatsoever between the County and the Proposer relative to the proposed contract.

4 Attachments

4.1 Attachment 1 – Scope of services

4.2 Attachment 2 – Proposal format and content

4.3 Attachment 3 – Hennepin County Terms and Conditions

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Attachment 1 – Scope of services

HED will provide individual project information including contact information and release forms to the CONTRACTOR.

The CONTRACTOR will be required to coordinate activities with HED project managers.

The CONTRACTOR will complete an energy audit and provide the report to the property owner and HED.

The CONTRACTOR will notify HED of pre-weatherization work that would prevent the completion of weatherization work. HED will contract for and complete pre-weatherization work separately in most situations.

The CONTRACTOR will complete a scope of work with pre-bid costs or complete bidding for the project.

The CONTRACTOR will complete rebate navigation and prepare a financing plan.

The CONTRACTOR will send the project plan to HED for approval.

Following HED approval the CONTRACTOR will execute a work agreement with the client and the vendor that includes the scope of work, line-item costs, sources of funds, project completion deadline and warranty information.

Project scheduling: CONTRACTOR will coordinate the project work schedule with the vender, client and HED to avoid conflicts with other improvement work HED is completing at the project site.

The CONTRACTOR will complete a post-work quality control inspection and send the report to HED.

The CONTRACTOR will pay the venders completing weatherization and energy efficiency improvements.

The CONTRACTOR will invoice HED monthly for reimbursement.

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Attachment 2 – Proposal format and content Proposals must adhere to the following format:

1. Cover letter

The Proposer must submit a cover letter that includes the following

a. A statement that the proposal is effective for a period of one hundred eighty (180) days or the date the contract takes effect, whichever is later;

b. A statement confirming that the Proposer has reviewed and agrees to be bound by Hennepin County Terms and Conditions (Attachment 3); or, alternatively, a statement confirming that the Proposer has reviewed and agrees to be bound by Hennepin County Terms and Conditions (Attachment 3), excluding only those provisions that have been redlined for negotiation purposes (and are included in their proposal); and

c. A statement that the Proposer does not have an actual or perceived conflict of interest regarding this RFP or in submission of their proposal; or alternatively, a statement explaining any conflict of interest and how to avoid, mitigate or neutralize the conflict.

2. Proposal

Proposal narrative should be complete, but RESPONSES MAY NOT EXCEED ten (10) single-sided pages in length and should be prepared using a standard 12-point font. The ten (10) page limit does not include attachments. The proposal shall contain the following information (and in the same order):

a. Profile of the proposer, including the size, organizational structure and history.

b. RFP Scope of Work Response

1. Energy Audits:

1b. Describe how you will complete an energy audit including what standards you use and the certifications of your auditors. Include information on blower door tests, visual surveys, combustion safety tests, energy efficiency of HVAC and appliances, and infrared photography.

1c. Describe what is included in the energy audit report, including whether you will provide a standardized energy score and how that score is determined. Include an example report as an attachment.

1d. Describe your capacity to complete energy audits including how many per month and the lead time from request to completion.

1e. Describe the cost of the energy audit and if needed include tiers based on comprehensiveness, dwelling size or geography.

2. Project Scope of work:

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2a. Describe your methods for preparing a scope of work to address the findings in the energy audit. Include both insulation/air sealing and electrification/efficiency updates to appliances and HVAC systems.

2b. Describe how you will identify pre-weatherization work required and provide a detailed pre-weatherization scope of work to HED.

2b. Describe the cost of preparing the scope of work or state if the scope of work is included in the cost of the energy audit.

3. Rebate navigation:

3a. Describe, based on the scope of work, how you will identify and secure federal, state, local and utility rebates that are available to fund the project.

3b. Describe how you will create a financing plan that lists the cost of the project, the rebates available and the funds needed from HED to complete the project.

3c. Describe who will carry the cost of the rebates during the project and the mechanism for applying for and securing the rebates.

3c. Describe the cost of rebate navigation and creation of financing plan.

4. Contractor procurement and contracting:

4a. Describe the procurement methods you will utilize to identify contractors to complete work.

Include information on current contracts, types and quantity of contractors that will be available to work on this project.

4b. Describe the process you will use to determine cost reasonableness and how individual contractors will be selected for an individual project.

4c. Describe your contracting process and include an example work contract and work order as an attachment.

5. Weatherization, insulation and air-sealing.

5a. Describe methods or standards used to determine if insulation and air-sealing is a cost effective measure to undertake.

6. CCASHPs (heat pumps)

6a. Describe the process to determine when the replacement of an existing HVAC system with an CCASHP is appropriate and cost effective. Include a decision tree or explain conditions that determine what type of CCASHP system is best in various scenarios.

7. Heat Pump Water Heaters

7a. Describe the process to determine when the replacement of an existing water heater with a heat pump water heater is appropriate and cost effective.

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8. Unvented Gas Range

8a. Describe the process to determine when an unvented gas range should be replaced with an induction range and/or if ventilation improvements are the best option.

9. Roof top Solar (This section is optional)

9a. Describe your experience facilitating the installation of residential roof top solar.

10. Post weatherization quality control inspection.

Describe procedures and protocol for post weatherization quality control inspections and credentials of the inspectors performing this work. Describe the actions and procedures for situations where the vender work is not completed correctly or of good quality. Describe the post inspection report and timeframes for completion after the project. Include an example report as an attachment.

11. Administrative Costs

Describe and list administrative costs that will be necessary to set up and facilitate this project.

12. Experience and Capacity

12.a Briefly describe your organization’s past experience implementing weatherization and energy efficiency projects in residential housing, including how many projects you are currently completing per year.

12.b Describe your organization’s capacity to complete work for this project with monthly and annual projections.

c. Key staff performing services in the proposal. Information for key staff must include:

i. professional credentials;

ii. education or certifications;

iii. expertise and capability; and

iv. experience.

d. Pricing/costs submitted in the county-provided Fee Schedule

Form 101 (Revised 8/2026) 1

Attachment 3 – Hennepin County Terms and Conditions

Contract No: _________

PERSONAL/PROFESSIONAL SERVICE AGREEMENT

This Agreement is between the COUNTY OF HENNEPIN, STATE OF MINNESOTA, A-2300 Government Center, Minneapolis, Minnesota 55487, on behalf of the Hennepin County (Department name) (“COUNTY”), and (CONTRACTOR’s name and address), (CONTRACTOR’s entity structure, e.g., a corporation organized under the laws of Minnesota)

(“CONTRACTOR”).

The parties agree as follows:

1. TERM AND COST OF THE AGREEMENT

This Agreement shall commence on _____, and expire on ______, unless terminated earlier in accordance with the provisions herein.

The total cost of this Agreement shall not exceed ___________________ Dollars ($____________).

2. SERVICES TO BE PROVIDED

A. CONTRACTOR shall provide ________________________________________ ________________ as more fully described in Attachment A.

B. CONTRACTOR shall comply with COUNTY’s rules, policy, and direction regarding use of COUNTY facilities. COUNTY may deny CONTRACTOR access to any COUNTY facility at any time and may remove any CONTRACTOR personnel from COUNTY facilities at any time and in COUNTY’s sole discretion. CONTRACTOR shall not allow unauthorized personnel to use COUNTY facilities.

3. PAYMENT FOR SERVICES

CONTRACTOR shall be paid an hourly rate of ____________________ Dollars ($_______) per hour of contractual services actually performed.

CONTRACTOR shall perform all services hereunder to the satisfaction of COUNTY, in accordance with the provisions herein, and in compliance with applicable law. If COUNTY determines that CONTRACTOR has not complied with the foregoing, COUNTY shall not have any obligation to pay CONTRACTOR for the non-complying services.

Form 101 (Revised 8/2026) 2

Contractor shall submit an invoice in accordance with the provisions herein. Payment shall be made directly to CONTRACTOR after COUNTY’s approval of invoiced performance/services. Unless the parties otherwise agree, CONTRACTOR shall submit invoices no more frequently than monthly and on forms which may be furnished by COUNTY. Payment shall be made within thirty (30) days from receipt of the invoice.

Except for the payments expressly set forth herein, costs and expenses for travel, airfare, lodging, per diem, parking, mileage, ground transportation, and all other costs or expenses shall be paid by CONTRACTOR and not reimbursed by COUNTY. COUNTY will not be responsible for any cost increases CONTRACTOR incurs subsequent to execution of this Agreement that may result from tariffs, duties, delivery, freight, handling, installation, insurance, licenses, royalties or similar expenses.

Payments shall be made pursuant to the provisions herein and COUNTY’s then applicable payment policies, procedures, rules and directions. COUNTY is not responsible for remedying fraudulent or unauthorized payments requested in CONTRACTOR’s name.

Unless expressly approved in writing by COUNTY, CONTRACTOR shall not provide services under this Agreement without receiving a purchase order or purchase order number supplied by COUNTY. All invoices shall display a Hennepin County purchase order number and be emailed to AccountsPayable@hennepincounty.gov or sent to the following central invoice receiving address: PO Box 1388, Minneapolis, MN 55440.

COUNTY may withhold from any payment due to CONTRACTOR any amount which is due and owing COUNTY under this or any other agreement between the parties due to overpayment or as a result of an audit.

4. PROFESSIONAL CREDENTIALS

CONTRACTOR shall provide all information requested by COUNTY to facilitate the verification of educational and professional credentials from primary sources.

CONTRACTOR shall undergo a review of professional credentials as requested by COUNTY during the term of this Agreement.

CONTRACTOR represents and warrants that it will provide competent individuals with the skills, knowledge, training, certifications, and licenses necessary to perform under this Agreement. Said individuals will perform in a diligent and professional manner, in strict compliance with all performance specifications, and in accordance with generally accepted industry standards.

Form 101 (Revised 8/2026) 3

5. INDEPENDENT CONTRACTOR

CONTRACTOR shall select the means, method, and manner of performing the services.

Nothing is intended nor should be construed as creating or establishing the relationship of a partnership or a joint venture between the parties or as constituting CONTRACTOR as the agent, representative, or employee of COUNTY for any purpose. CONTRACTOR is and shall remain an independent contractor for all services performed under this Agreement. CONTRACTOR shall secure at its own expense all personnel required in performing services under this Agreement. CONTRACTOR’s personnel and/or subcontractors engaged to perform any work or services required by this Agreement will have no contractual relationship with COUNTY and will not be considered employees of COUNTY. COUNTY shall not be responsible for any claims related to or on behalf of any of CONTRACTOR’s personnel, including without limitation, claims that arise out of employment or alleged employment under the Minnesota Unemployment Insurance Law (Minnesota Statutes Chapter 268) or the Minnesota Workers’ Compensation Act (Minnesota Statutes Chapter 176) or claims of discrimination arising out of applicable law, against CONTRACTOR, its officers, agents, contractors, or employees. Such personnel or other persons shall neither accrue nor be entitled to any compensation, rights, or benefits of any kind from COUNTY, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, workers’ compensation, unemployment compensation, disability, severance pay, and retirement benefits.

6. NON-DISCRIMINATION

A. In accordance with COUNTY’s policies against discrimination, CONTRACTOR shall not exclude any person from full employment rights nor prohibit participation in or the benefits of any program, service or activity on the grounds of any protected status or class, including but not limited to race, color, creed, religion, national origin, sex, gender expression, gender identity, age, disability, marital status, sexual orientation, or public assistance status. No person who is protected by applicable law against discrimination shall be subjected to discrimination.

B. COUNTY encourages CONTRACTOR to develop and implement a policy promoting diversity, equity, and inclusion in CONTRACTOR’s workplace.

7. AFFIRMATIVE ACTION

A. Exemptions. CONTRACTOR may be granted an exemption from the requirements of this Section for one of the following reasons:

(1) Contract is for emergency or life safety-related purchases;

(2) CONTRACTOR has no facilities and has no more than one employee operating within the geographic boundaries of Hennepin County;

(3) CONTRACTOR had an average of forty (40) or fewer full-time/benefit-earning employees during the twelve (12) months preceding the

Form 101 (Revised 8/2026) 4 submission of the bid, request for proposal or execution of this Agreement; or

(4) Pursuant to Hennepin County Board policy, the County Administrator or their designee granted an exemption.

B. Requirements. In accordance with Hennepin County Board Resolution and subject to the applicable exemptions, if any, listed above, if this Agreement is for a sum over $100,000 or is amended to exceed $100,000, then CONTRACTOR shall abide by COUNTY’s Affirmative Action requirements for COUNTY contractors. Those requirements, for purposes of this Agreement, are consistent with those imposed for state contractors pursuant to Minnesota Statutes, sections 363A.36 to .37 and Minnesota Rules, parts 5000.3200 to 5000.3600.

C. Compliance; Remedies. Unless CONTRACTOR qualifies for an exemption (above), CONTRACTOR shall demonstrate compliance by submitting and maintaining a workforce certificate from the Minnesota Department of Human Rights (MDHR), unless COUNTY provides for alternative certification.

CONTRACTOR shall remain in compliance with all applicable requirements through the term of this Agreement. CONTRACTOR shall also provide all compliance documentation requested by the MDHR or by COUNTY, and shall cooperate with all compliance activities, including but not limited to site visits. If CONTRACTOR fails to demonstrate good faith efforts to correct any identified Affirmative Action deficiencies or fails to submit requested reports or information required by COUNTY or the MDHR, or has engaged in discriminatory practices, COUNTY may consider this a violation of this Agreement and may exercise any remedies available to it in law or in equity, including, but not limited to, termination of this Agreement.

8. INDEMNIFICATION

CONTRACTOR shall defend, indemnify, and hold harmless COUNTY, its present and former officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including attorney’s fees, resulting directly or indirectly from any act or omission of CONTRACTOR, a subcontractor, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of CONTRACTOR to perform any obligation under this Agreement. For clarification and not limitation, this obligation to defend, indemnify and hold harmless includes but is not limited to any liability, claims or actions resulting directly or indirectly from alleged infringement of any copyright or any property right of another, the employment or alleged employment of CONTRACTOR personnel, the unlawful disclosure and/or use of protected data, or other noncompliance with the requirements of these provisions.

9. INSURANCE

Form 101 (Revised 8/2026) 5

A. With respect to the services provided pursuant to this Agreement, CONTRACTOR shall, at its sole expense, procure and maintain insurance of the types, and in the form and amounts described below from insurer(s) authorized to transact business in the state where services or operations will be performed by CONTRACTOR. Such insurance and required coverage shall be in forms acceptable to COUNTY. The insurance requirements described below shall be maintained uninterrupted for the duration of this Agreement and beyond such term when so required, and shall cover CONTRACTOR, and others for whom and/or to whom CONTRACTOR may be liable, for liabilities in connection with work performed for or on behalf of COUNTY, its agents, representatives, employees or contractors. CONTRACTOR is required to have and keep in force the following minimum insurance coverages or CONTRACTOR’s actual insurance limits for primary coverage and excess liability or umbrella policy limits, whichever is greater:

REQUIRED INSURANCE COVERAGES MINIMUM

(1) Commercial General Liability (CGL) General Aggregate

Products—Completed Operations Aggregate Personal and Advertising Injury

Each Occurrence—Combined Bodily Injury and Property Damage

Coverage shall be on an occurrence basis and include contractual liability coverage. Coverage shall be written on the most current ISO (Insurance Services Office, Inc.) CGL form or its equivalent.

$2,000,000

$1,500,000 $1,500,000

Form 101 (Revised 8/2026) 6

2) Workers’ Compensation and Employer’s Liability

Workers’ Compensation Employer’s Liability: Bodily injury by accident—Each Accident

Employer’s Liability: Bodily injury by Disease—Policy Limit Employer’s Liability: Bodily injury by Disease—Each Employee

If CONTRACTOR is based outside the state of Minnesota, coverage must comply with Minnesota law. COUNTY will accept self-insurance certificate of CONTRACTOR if CONTRACTOR is self-insured under Minnesota law. If CONTRACTOR is a sole proprietor, it is exempted from the above Workers’ Compensation requirements to the extent provided by Minnesota law. In the event that CONTRACTOR should hire employees or subcontract this work, CONTRACTOR shall obtain the required insurance and submit an updated certificate.

Statutory $500,000 $500,000 $500,000

(3) Professional Liability (PL/E&O) Per Claim Aggregate

The professional liability insurance must be maintained continuously for a period of three (3) years after final acceptance of services or the expiration or termination of this Agreement, whichever is later. Coverage shall include liability arising from the errors, omissions or acts of CONTRACTOR or any entity for which CONTRACTOR is legally responsible in the providing of services under the Agreement. Throughout the term of the Agreement, the PL/E&O policy shall include full prior acts coverage.

$1,000,000

(4) Automobile Liability

CONTRACTOR shall maintain automobile liability and, if necessary, commercial umbrella insurance. Such insurance shall cover liability for bodily injury and property damage arising from the use or operation of any auto, including those owned, hired or otherwise operated or used by or on behalf of CONTRACTOR.

$500,000

(5) Cyber Security and/or Privacy Liability Per Claim Aggregate

Insurance shall cover claims, which may arise from failure of CONTRACTOR’s security resulting in harm, including but not limited to, computer attacks, unauthorized access, disclosure of not public, confidential or private data/information in any format or media, electronic or otherwise, transmission of a computer virus(es) and/or denial of service. The coverage may be endorsed on another form of liability coverage or written on a standalone policy.

B. An umbrella or excess policy is an acceptable method to provide the required commercial general or automobile insurance coverage.

Coverage shall not include any exclusion or other limitations related to:

(1) Scope of services;

Form 101 (Revised 8/2026) 7

(2) Delays in project completion and cost overruns;

(3) Persons or entities authorized to notify the carrier of a claim or potential claim; or

(4) Mold, fungus, asbestos, pollutants or other hazardous substances.

The above establishes minimum insurance requirements. It is the sole responsibility of CONTRACTOR to determine the need for and to procure additional insurance which may be needed in connection with this Agreement.

Upon written request, CONTRACTOR shall promptly submit copies of insurance policies to COUNTY.

CONTRACTOR shall ensure that all of CONTRACTOR’s subcontractors (i) independently carry insurance appropriate to cover the subcontractors' exposures and that meet or exceed the Required Insurance Coverages set forth in the table above; (ii) are covered under the CONTRACTOR's policies; or (iii) or both. CONTRACTOR is responsible for monitoring its subcontractors' proof of insurance to ensure compliance with the foregoing obligations. Copies of certificates of insurance shall be maintained by CONTRACTOR and shall be supplied to COUNTY upon request.

CONTRACTOR shall not commence work until it has obtained required insurance and filed with COUNTY a properly executed Certificate of Insurance establishing compliance. The certificate(s) must name Hennepin County as the certificate holder, and as an additional insured for the commercial general liability and the automobile liability coverages required herein. The funding of deductibles and self-insured retentions (SIR) maintained by CONTRACTOR shall be the sole responsibility of CONTRACTOR. If the certificate form contains a certificate holder notification provision, the certificate shall state that the insurer will endeavor to mail to COUNTY thirty (30) day prior written notice in the event of cancellation/termination of any described policies; however, in the event the insurance carrier will not issue or endorse its policy(s) to comply with the notice provision in the preceding clause, CONTRACTOR shall assume such notice obligations. If CONTRACTOR receives notice of cancellation/termination from an insurer, CONTRACTOR shall email a copy of the notice to COUNTY within two (2) business days.

CONTRACTOR shall furnish to COUNTY updated certificates during the term of this Agreement as insurance policies expire. If CONTRACTOR fails to furnish proof of insurance coverages, COUNTY may withhold payments and/or pursue any other right or remedy allowed under contract, law, equity, and/or statute.

If CONTRACTOR is unable to obtain a required insurance coverage, or if coverage is not renewed or is cancelled/terminated during the term of this Agreement, CONTRACTOR must immediately provide written notice to COUNTY as required by the provisions herein, Notices, of this

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Agreement. CONTRACTOR shall make immediate good faith efforts to obtain or replace the coverage in the open market. If such efforts are unsuccessful, CONTRACTOR shall immediately apply to the Minnesota Joint Underwriting Association for the insurance coverage. Failure to maintain required insurance shall be considered an event of default pursuant to this Agreement.

CONTRACTOR’s or, as applicable, subcontractor(s)’ required insurance shall be primary insurance and any insurance or self-insurance maintained by COUNTY shall be in excess of and non-contributory with CONTRACTOR’s insurance.

CONTRACTOR waives all rights against COUNTY, its officials, officers, agents, volunteers, and employees for recovery of damages to the extent that damages are covered by insurance of CONTRACTOR. If necessary, CONTRACTOR agrees to endorse the required insurance policies to permit waivers of subrogation in favor of COUNTY.

If CONTRACTOR’s subcontractor(s) independently carries insurance in accordance with the provisions herein, CONTRACTOR shall have a written agreement with its subcontractor(s) to pass-through all of the foregoing insurance obligations.

10. DUTY TO NOTIFY

CONTRACTOR shall promptly notify COUNTY of any demand, claim, action, cause of action or litigation brought against CONTRACTOR, its employees, officers, agents or subcontractors, which arises out of the services described in this Agreement.

CONTRACTOR shall also notify COUNTY whenever CONTRACTOR has a reasonable basis for believing that CONTRACTOR and/or its employees, officers, agents or subcontractors, and/or COUNTY, might become the subject of a demand, claim, action, cause of action, administrative action, criminal arrest, criminal charge or litigation arising out of and/or related to the services described in this Agreement.

11. DATA, SYSTEMS, AND INTELLECTUAL PROPERTY

A. CONTRACTOR, its officers, agents, owners, partners, employees, volunteers and subcontractors shall, to the extent applicable, abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13 (MGDPA) and all other applicable law, rules, regulations and orders relating to data or the privacy, confidentiality or security of data. For clarification and not limitation, COUNTY hereby notifies CONTRACTOR that the requirements of Minnesota Statutes section 13.05, subd. 11, apply to this Agreement.

CONTRACTOR shall promptly notify COUNTY if CONTRACTOR becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA or other data, data security, privacy or confidentiality laws, and shall also comply with the other requirements of this Section.

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Classification of data, including trade secret data, will be determined pursuant to applicable law and, accordingly, merely labeling data as “trade secret” by CONTRACTOR does not necessarily make the data protected as such under any applicable law.

B. As used herein, “County Data” means any data or information, and any copies thereof, created by CONTRACTOR or acquired by CONTRACTOR from or through COUNTY pursuant to this Agreement. As between the parties, COUNTY shall have full ownership and control of all County Data.

If CONTRACTOR has access to or possession/control of County Data, CONTRACTOR shall safeguard and protect the County Data in accordance with generally accepted industry standards, all laws, and all then applicable COUNTY policies, procedures, rules and directions. To the extent of any inconsistency between accepted industry standards and such COUNTY policies, procedures, rules and directions, CONTRACTOR shall notify COUNTY of the inconsistency and follow COUNTY direction. CONTRACTOR shall immediately notify COUNTY of any known or suspected security breach or unauthorized access to County Data, then comply with all responsive directions provided by COUNTY.

The foregoing shall not be construed as eliminating, limiting or otherwise modifying CONTRACTOR’s indemnification obligations herein.

C. COUNTY may, in its sole discretion, grant CONTRACTOR limited access to

COUNTY computer/data systems, including but not limited to COUNTY computers, networks, databases, applications and/or environments (“County Systems”). CONTRACTOR shall only access/use County Systems to perform services hereunder. County Systems may be owned by COUNTY or may be licensed by COUNTY from a third party. If COUNTY grants access to County Systems, CONTRACTOR and all CONTRACTOR personnel with access to County Systems: (i) shall secure and safeguard all access and authentication information related to County Systems, including but not limited to usernames, passwords, and other applicable authentication information related to County Systems access, (“Authentication Credentials”); (ii) shall not share or distribute Authentication Credentials with any individual; and (iii) shall comply with then applicable COUNTY data practices and security policies, procedures, rules and directions when accessing and using County Systems. Compliance with such requirements is supplemental to CONTRACTOR’s duty to comply with applicable law and regulations and CONTRACTOR’s ordinary duty of care in such situations.

For clarification and not limitation of the foregoing, CONTRACTOR’s access to County Systems shall be subject to the following: (i) CONTRACTOR shall notify all personnel with access to County Systems of the obligations imposed by this Agreement; (ii) personnel performing on behalf of CONTRACTOR shall complete COUNTY approved data practices and security training as required by COUNTY; (iii) if CONTRACTOR utilizes its own systems, software or

Form 101 (Revised 8/2026) 10 equipment in the performance of this Agreement, the same shall meet COUNTY’s technical operating and security system requirements, including but not limited to installing and/or maintaining COUNTY approved firewalls, proxies, filters and other monitors and controls; (iv) CONTRACTOR shall immediately notify COUNTY of any known or suspected County System incidents or breaches, then comply with all responsive directions provided by COUNTY; and (v) if any CONTRACTOR personnel with access to County Systems no longer requires said access and/or is no longer performing services hereunder, CONTRACTOR shall immediately notify COUNTY and ensure that said individual no longer has access to County Systems, including but not limited to deleting, eliminating and destroying all Authentication Credentials. COUNTY may terminate, deny or revoke access to County Systems at any time and without notice.

D. CONTRACTOR confirms, transfers, assigns, and conveys to COUNTY all right, title, and interest in all intellectual property which CONTRACTOR may create, conceive, develop, or originate for COUNTY, either individually or jointly with others, and which arises out of the performance of this Agreement (“Work”), including but not limited to copyrights, patents, trade secrets, trademarks, service marks, and rights in data or other technology (“Intellectual Property Rights”). As applicable, Work shall be considered “works made for hire” as defined in the U.S.

Copyright Act. To the extent any Work is not determined to be works made for hire, CONTRACTOR grants and assigns to COUNTY, without reservation, all right, title, and interest in and to said Work. As applicable and to the extent said grant and assignment does not convey all right, title, and interest to COUNTY, CONTRACTOR grants to COUNTY an unlimited, irrevocable, perpetual, royalty-free right and license to use, convey, and distribute the Work.

CONTRACTOR shall, upon request of COUNTY, execute all papers and perform all other acts necessary to assist COUNTY to establish, protect, and preserve COUNTY’s Intellectual Property Rights.

For clarification, each party shall retain ownership of intellectual property developed prior to or outside of this Agreement (“Pre-existing IP”). However, and as applicable, CONTRACTOR grants COUNTY a perpetual, irrevocable, royalty-free license to use Pre-existing IP for COUNTY’s business purposes.

CONTRACTOR warrants that, when legally required, CONTRACTOR shall obtain the written consent of both the owner and licensor to reproduce, publish, and/or use any material supplied to COUNTY including, but not limited to, software, hardware, documentation, and/or any other item. CONTRACTOR further warrants that any material or item delivered by CONTRACTOR will not violate the United States copyright law or any property right of another.

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E. Upon expiration or termination of this Agreement:

(1) At the discretion of COUNTY and as specified in writing by the Contract Administrator, CONTRACTOR shall deliver to the Contract Administrator all County Data so specified by COUNTY.

(2) If COUNTY permits CONTRACTOR to retain copies of the County Data, CONTRACTOR shall not, without the prior written consent of COUNTY or unless required by law, use any of the County Data for any purpose or in any manner whatsoever; shall not assign, license, loan, sell, copyright, patent and/or transfer any or all of such County Data; and shall not do anything which in the opinion of COUNTY would affect COUNTY’s ownership and/or control of such County Data.

(3) Except to the extent required by law or as directed by COUNTY, CONTRACTOR shall return or irretrievably destroy confidential, protected, privileged, not public, nonpublic, or private County Data, as those classifications are determined pursuant to applicable law, and shall certify destruction of the same.

12. RECORDS – AVAILABILITY/ACCESS

Subject to the requirements of Minnesota Statutes section 16C.05, subd. 5, COUNTY, the State Auditor, or any of their authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of CONTRACTOR and involve transactions relating to this Agreement. CONTRACTOR shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its expiration or termination.

13. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS

A. CONTRACTOR binds itself, its partners, successors, assigns and legal representatives to COUNTY for all covenants, agreements and obligations herein.

B. CONTRACTOR shall not assign, transfer or pledge this Agreement and/or the services to be performed, whether in whole or in part, nor assign any monies due or to become due to it without the prior written consent of COUNTY. A consent to assign shall be subject to such conditions and provisions as COUNTY may deem necessary, accomplished by execution of a form prepared by COUNTY and signed by CONTRACTOR, the assignee and COUNTY. Permission to assign, however, shall under no circumstances relieve CONTRACTOR of its liabilities and obligations under the Agreement.

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C. CONTRACTOR shall not subcontract this Agreement and/or the services to be performed, whether in whole or in part, without the prior written consent of COUNTY. Permission to subcontract, however, shall under no circumstances relieve CONTRACTOR of its liabilities and obligations under the Agreement.

Further, CONTRACTOR shall be fully responsible for the acts, omissions, and failure of its subcontractors in the performance of the specified contractual services, and of person(s) directly or indirectly employed by subcontractors.

CONTRACTOR shall enter into a written contract with every subcontractor.

Contracts between CONTRACTOR and each subcontractor shall require that the subcontractor’s services be performed in…