23-100 RFP for ORSAA Final.pdf

HECC #23-100/OregonBuys #RFP-52500-00011323 – Financial Aid Application

STATE OF OREGON

ORSAA REPLACEMENT

Intermediate Request for Proposal (RFP)

HECC #23-100

OREGONBUYS #RFP-52500-00011323

Date of Issue: September 4, 2024

Closing Date: September 11, 2024 at 3:00 PM Pacific Time

Single Point of Contact (SPC): Derek Dizney, derek.dizney@hecc.oregon.gov

In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audio tape, oral presentation, and computer disk. To request an alternate format, call the SPC.

SECTION 1: GENERAL INFORMATION

1.1 INTRODUCTION

The State of Oregon, acting by and through its Higher Education Coordinating Commission, (“Agency”), is issuing this Request for Proposals for a solution for an online financial aid application and need analysis process that can be used to calculate a students’ Student Aid Index (“SAI”) using the same data elements as those collected via the U.S. Department of Education’s Free Application for Federal Student Aid (FAFSA®).

This application will be made available online to students who have lived in Oregon for at least a year but are not eligible for federal financial aid programs. Agency’s Office of Student Access and Completion (“OSAC”) will use the data from the application to determine students’ eligibility for the Oregon Opportunity Grant, Oregon Promise grant, and other state-funded aid programs and private aid awards. OSAC will also share the data with financial aid offices at the Oregon institution(s) that the student lists on the application.

Additional details on the Scope of the goods or services or both are included in the Scope of Work section.

Agency is under contract currently with a third-party software company for these services until the contract expires September 30, 2024. If the Successful Proposer is a different entity than the current contractor, the Successful Proposer will be expected to work with Agency and the prior contractor to transfer any and all necessary data to the new system. Agency calls the existing system the Oregon Student Aid Application (“ORSAA”).

Agency is presently developing a replacement system for many of its web-based systems, including the ORSAA system. The ORSAA replacement is not projected to be developed and functional until late 2026 or later. As with all state contracts, Agency reserves the right to terminate any contracts with advanced written notice, and will exercise this right when the ORSAA replacement has been tested successfully and is ready to launch.

Agency anticipates the award of one Contract from this RFP. The initial term of the Contract is anticipated to be one year with options to renew for consecutive one-year terms until the cumulative spend reaches $150,000 total or the ORSAA replacement is ready to launch.

1.2 SCHEDULE

The table below represents a tentative schedule of events. All times are listed in Pacific Time. All dates listed are subject to change. N/A denotes that event is not applicable to this RFP.

Event Date Time

Pre-Proposal Conference N/A N/A

Questions / Requests for Clarification Due September 9, 2024 3:00 PM

Closing (Proposals Due) September 11, 2024 3:00 PM

Issuance of Notice of Award (approx.) September 18, 2024

1.3 SINGLE POINT OF CONTACT (SPC)

The SPC for this RFP is identified on the Cover Page, along with the SPC’s contact information.

Proposer shall direct all communications related to any provision of the RFP, whether about the technical requirements of the RFP, contractual requirements, the RFP process, or any other provision only to the SPC.

SECTION 2: AUTHORITY, OVERVIEW, AND SCOPE

2.1 AUTHORITY AND METHOD

Agency is issuing this RFP pursuant to its authority under OAR 125-246-0170(2).

Agency is using the Request for Proposals method, pursuant to ORS 279B.070 and OAR 125- 247-0270.

2.2 DEFINITION OF TERMS

For the purposes of this RFP, capitalized words will refer to the following definitions.

2.2.1 General Definitions

Capitalized terms not specifically defined in this document are defined in OAR 125-246- 0110.

2.2.2 Project Specific Definitions

• HECC: Higher Education Coordinating Commission

• OSAC: Office of Student Access and Completion

• OOG: Oregon Opportunity Grant

• FAFSA®: Free Application for Federal Student Aid

• SAI: Student Aid Index

2.3 OVERVIEW

OSAC is an office of the Higher Education Coordinating Commission (“HECC”) is located in Salem, Oregon. OSAC consists of 6 departments: ASPIRE Mentoring, Outreach, Scholarships, Public Programs, IT, and Finance.

OSAC is tasked with distributing state and federal grants as well as administering nearly 600 private scholarship programs to Oregon students in pursuit of post-secondary training and http://arcweb.sos.state.or.us/pages/rules/oars_100/oar_125/125_246.html http://arcweb.sos.state.or.us/pages/rules/oars_100/oar_125/125_246.html education. The Oregon Opportunity Grant (“OOG”) is the most significant program, offering more than $308 million of need-based grants to 70,000+ students each biennium. OSAC also administers the Oregon Promise grant program. The OOG and Oregon Promise have been expanded to include eligible residents who cannot file a FAFSA application to be considered for financial aid.

The Oregon Legislature has expanded the eligibility requirements for two programs administered by OSAC: the Oregon Promise and the Oregon Opportunity Grants. These two programs are now available to students who live in Oregon but are not able to file a FAFSA and receive an SAI calculation. Each year the FAFSA is revised and updated and the alternative financial aid application and need analysis process will also have to be updated to match the changes in questions and/or financial calculations.

OSAC anticipates a limited need for an online alternative financial aid application and need analysis process because the Agency’s Modernization project will develop the program in-house in 2025 or 2026.

2.4 SCOPE OF WORK

The Successful Proposer will be responsible to produce the following deliverables:

• Application to FAFSA question crosswalk

• Document outlining the one-to-one comparison of application questions to FAFSA questions

• Application to export file data dictionary

• Documentation outlining the application question to output file relationship and the expected format of the output

• Export Data file layout

• Documentation defining the layout of the output file from the application with field definition, field order, field type, and any other required definitional elements.

• Test data file

• A file that matches the expected output of the application for data exports. This file will be used to test the OSAC import implementation.

• Test application

• The application must be ready for preliminary testing by OSAC staff and interested parties to confirm functionality, accuracy, and build familiarity for the front-end customer support staff.

• Test data file from test data entered in test application

• A final format output file generated from test data entered by OSAC staff and interested parties to ensure the output matches the expected format and the OSAC import process functions properly to load and process the data.

• Finished application

• The application must be complete and fully functional as soon as possible following execution of the Contract, and must go live for production (student use) soon thereafter. HECC’s intention is to have continuity of the ORSAA system being available to eligible applicants, including for spring late filers/starters, as well as ready for the 2025-2026 academic year following the U.S. Department of Education’s updates to its parallel system, FAFSA. Information about late fall/early winter 2024 updates to FAFSA can be found here:

https://www.ed.gov/news/press-releases/us-department-education-announces-schedule-and-new-process-launch-2025-26-fafsa-form

Application minimum requirements:

• The application must be free to the applicant.

• The applicant must be able to log back into the application and make updates or corrections to the information provided.

If it is determined that an applicant needs to provide parent information, the successful proposer will make a separate account process available for parents to log in and participate in their dependent’s application.

• The application data must be accessible to OSAC or school staff in the event that data elements need to be corrected or updated.

• The application must provide for sufficient levels of information security that include allowing the student to create an account, a unique user ID, a unique password, and any other security features that are comparable to the FAFSA website (e.g., security image and security questions).

• The application must take in enough financial and demographic information to calculate an SAI that is computationally equal to that on the FAFSA®. The application must be capable of mirroring the federal financial application and need analysis processes as closely as possible.

• For students who do not have an SSN, the application must be capable of calculating a unique pseudo-SSN that can be shared with schools as part of the student’s record and maintained year to year.

• The application data must be exportable in bulk for loading into OSAC’s Financial Aid Systems. Only system will be bulk inserted. The information will then be digested and made available to individual institutions through Agency’s financial aid offices portal.

• The exported application data must contain a calculated SAI for each set of application data, computationally equal to that on the FAFSA®.

• The application year must correspond to the academic year of the FAFSA®.

• The application must be capable of allowing a student to list up to 20 eligible

Oregon postsecondary institutions that the student wants to receive the student’s need analysis data.

• The proposer can either perform the updates manually as part of the annual maintenance, or the proposer can provide a suitable content management system to allow OSAC to perform the updates annually, both options are described as:

o The application must allow custom questions to be added and/or general questions to be added or removed, as needed, or o The application must be updateable each year to match any and all changes to the FAFSA®; both with regard to questions and to programmatic calculations.

https://www.ed.gov/news/press-releases/us-department-education-announces-schedule-and-new-process-launch-2025-26-fafsa-form https://www.ed.gov/news/press-releases/us-department-education-announces-schedule-and-new-process-launch-2025-26-fafsa-form

• The Successful Proposer will be required to supply an output format for their system and Agency staff will be responsible to program a system to automate the import of this information. The Successful Proposer will provide test data for Agency to test the system.

• The application can be hosted by Agency or by the successful proposer.

• Agency anticipates 400 to 1,500 applicants/users each year.

Agency requires a fixed price for the work described herein. Time is of the essence with this project.

SECTION 3: PROCUREMENT REQUIREMENTS AND EVALUATION

3.1 MINIMUM PROPOSER REQUIREMENTS

To be considered for evaluation, Proposal must include documentation showing what data security standards are being met by Proposer.

3.2 MINIMUM SUBMISSION REQUIREMENTS

3.2.1 Proposal Format

Proposal should follow the format and reference the sections listed in the Proposal Content Requirements section. Responses to each section and subsection should be labeled to indicate the item being addressed. Proposal must describe in detail how requirements of this RFP will be met and may provide additional related information.

Proposer shall submit one electronic copy of its Proposal through the OregonBuys system.

3.2.2 Authorized Representative

A representative authorized to bind the Proposer shall sign the Proposal. Failure of the authorized representative to sign the Proposal may subject the Proposal to rejection by Agency.

3.3 PROCUREMENT PROCESS

3.3.1 Public Notice

The RFP, including all Addenda, Frequently Asked Questions, and attachments, are published in Oregon’s electronic procurement system, OregonBuys at:

https://oregonbuys.gov/bso.

Agency shall advertise all Addenda and Frequently Asked Questions in OregonBuys.

Prospective Proposers are solely responsible for checking OregonBuys to determine whether or not any Addenda or Frequently Asked Questions have been issued. Addenda and Frequently Asked Questions are incorporated into the RFP by this reference.

3.3.2 Questions / Requests for Clarification

All inquiries, whether relating to the RFP process, administration, deadline, or method of award, or to the intent or technical aspects of the RFP must:

https://oregonbuys.gov/bso

• Be submitted through OregonBuys

• Be received by the due date and time for Questions/Requests for Clarification identified in the Schedule

3.3.3 Pre-Proposal Conference

A pre-Proposal conference will not be held for this RFP.

3.3.4 Proposal Submission

Proposer is solely responsible for ensuring its Proposal is submitted through OregonBuys in accordance with the RFP requirements before Closing. Agency is not responsible for any delays or transmission errors. Proposal submitted by any means not authorized will be rejected.

3.3.5 Modification or Withdrawal of Proposals

Any Proposer who wishes to make modifications to a Proposal already received by Agency shall submit its modification in one of the manners listed in the Proposal Submission Options section and must denote the specific change(s) to the Proposal submission.

If a Proposer wishes to withdraw a submitted Proposal, it shall do so prior to Closing. The Proposer shall submit a Written notice Signed by an authorized representative of its intent to withdraw its Proposal in accordance with OAR 125-247-0440. The notice must include the RFP number and be submitted to the SPC.

3.3.6 Proposal Due

Proposal and all required submittal items must be received by the SPC on or before Closing.

Proposal received after the Closing will not be accepted. All Proposal modifications or withdrawals must be completed prior to Closing.

Proposals received after Closing are considered LATE and will NOT be accepted for evaluation. Late Proposals will be returned to the respective Proposer or destroyed.

3.3.7 Proposal Rejection

Agency may reject a Proposal for any of the following reasons:

• Proposer fails to substantially comply with all prescribed RFP procedures and requirements, including but not limited to the requirement that Proposer’s authorized representative sign the Proposal in ink.

• Proposer fails to meet the responsibility requirements of ORS 279B.110.

• Proposer makes any contact regarding this RFP with State representatives such as State employees or officials other than the SPC or those the SPC authorizes, or inappropriate contact with the SPC.

• Proposer attempts to inappropriately influence a member of the Evaluation Committee.

• Proposal is conditioned on Agency’s acceptance of any other terms and conditions or rights to negotiate any alternative terms and conditions that are not reasonably related to those expressly authorized for negotiation in the RFP or Addenda.

3.3.8 Opening of Proposal

There will be no public Opening of Proposals. Proposals received will not be available for inspection until after the evaluation process has been completed and the Notice Award is issued. However, Agency will record and make available the identity of all Proposers after Opening.

3.4 PROPOSAL CONTENT REQUIREMENTS

Proposal must address each of the items listed in this section and all other requirements set forth in this RFP. Proposer shall describe the Goods to be provided or the Services to be performed or both. A Proposal that merely offers to provide the goods or services as stated in this RFP will be considered non-Responsive to this RFP and will not be considered further.

3.4.1 Proposer Certification Sheet

The Proposer shall complete and submit the Proposer Certification Sheet (Attachment B).

3.4.2 References

Upon Agency’s request, Proposer shall provide professional references.

3.4.3 Cost Proposal

Submit a detailed Cost Proposal stating the total cost for the entire project. Include a breakdown of all labor, profit, and expenses, including data transition services, if applicable.

3.4.4 Public Record/Confidential or Proprietary Information

All Proposals submitted to Agency are subject to the Public Records Law, ORS 192.311 to 192.478, and may be subject to disclosure after Agency issues the Notice of the Intent to Award. If Proposer believes that any information or records it submits to Agency may be a trade secret under ORS 192.345(2), or otherwise is exempt from disclosure under the Oregon Public Records Law, Proposer must identify such information with particularity and include the following statement:

“This data is exempt from disclosure under the Oregon Public Records Law pursuant to ORS chapter 192.[ ], and is not to be disclosed except in accordance with the Oregon Public Records Law, ORS 192.311 through 192.478.”

Proposer is cautioned that cost information generally is not considered a trade secret under Oregon Public Records Law (ORS 192.311 through 192.478) and identifying the Proposal, in whole, as exempt from disclosure is not acceptable. Agency advises each Proposer to consult with its own legal counsel regarding disclosure issues.

If Proposer fails to identify with particularity the portions of such information that Proposer believes are exempt from disclosure, Proposer is deemed to waive any future claim of non-disclosure of that information.

3.4.5 Security Statement (mandatory, not scored)

To be considered for evaluation, the Proposal must demonstrate how the Proposer meets all requirements of this section.

3.4.5.1 Data Classification.

Proposer shall assume that Agency Data contains information that has been classified up to and including Level 3 Information under the State of Oregon’s Information Asset Classification policy, available online at https://www.oregon.gov/das/Policies/107- 004-050.pdf. Proposer acknowledges the Services provide the appropriate level of protection for up to and including Level 3 Information.

3.4.5.2 Compliance with Laws, Regulations, and Policies.

Proposer and its employees, contractors, and agents shall comply with all applicable state and federal laws and regulations, and State of Oregon policies governing Agency Data and its use and disclosure, including as those laws, regulations, and policies may be updated from time to time. Applicable laws, regulations, and policies include but are not limited to:

3.4.5.2.1 Oregon’s Statewide Information Security Standards, found online at:

https://www.oregon.gov/das/OSCIO/Pages/SecurityGuidance.aspx, including security controls that meet or exceed “Moderate” security controls in the National Institute of Standards and Technology (NIST) Special Publication (SP) 800-53.

3.4.5.2.2 Oregon’s Statewide Information Security Plan, found online at:

https://www.oregon.gov/das/OSCIO/Pages/SecurityGuidance.aspx.

3.4.5.2.3 Statewide Cloud Computing policy: http://www.oregon.gov/das/policies/107- 004-150.pdf.

3.4.5.2.4 Oregon’s Statewide Policies: www.oregon.gov/das/Pages/policies.aspx#IT.

3.4.5.2.4.1 Privileged Access Monitoring and Reporting viewable at:

https://www.oregon.gov/das/Policies/107-004-140.pdf.

3.4.5.2.5 The Oregon Consumer Information Protection Act (OCIPA), ORS 646A.600 through 646A.628, to the extent applicable. For purposes of OCIPA, the successful proposer will be a vendor/covered entity.

3.4.5.3 Security Narrative.

The successful proposer will share in the responsibilities to protect the state's data; as such, it is important to understand how cybersecurity principles at an architectural and organizational level will be applied. Provide a narrative that describes Proposer’s security program as it relates to the proposed solution, addressing the following NIST https://www.oregon.gov/das/Policies/107-004-050.pdf https://www.oregon.gov/das/Policies/107-004-050.pdf https://www.oregon.gov/das/OSCIO/Pages/SecurityGuidance.aspx https://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf https://www.oregon.gov/das/OSCIO/Pages/SecurityGuidance.aspx http://www.oregon.gov/das/policies/107-004-150.pdf http://www.oregon.gov/das/policies/107-004-150.pdf http://www.oregon.gov/das/Pages/policies.aspx#IT https://www.oregon.gov/das/Policies/107-004-140.pdf

800-53 control families in the response.

Control Family Required Sub-Topics

AC

Access Control – in relation to the management of user devices and data on them

Account Management, Least Privilege

AT Awareness and Training Cybersecurity training

AU

Audit and Accountability - in relation to the management of user devices and data on them

Logging and Auditing

CA Security Assessment and Authorization

Penetration tests, security assessments

CM

Configuration Management – in relation to the management of user devices and data on them

Hardware and Software Inventory

CP Contingency Planning DR/BCP

IA Identification and Authentication General Authentication (MFA, modern auth)

IR Incident Response Incident response plans and procedures

MA

Maintenance – in relation to the management of user devices and data on them

Patching

MP

Media Protection – in relation to the management of user devices and data on them

PE

Physical and Environmental Protection – in relation to the

PL Planning

PM Program Management Governance (Security Program, Plan of Action and Milestones, System Inventory)

PS Personnel Security Background Checks

PT PII Processing and Transparency

RA Risk Assessment Vulnerability Management, General Risk Management

SA System and Services Acquisition Secure Development

SC

System and Communications Protection – in relation to the

SI

System and Information Integrity – in relation to the management of user devices and data on them

Remediation, System Monitoring, Malicious Code Protection

SR Supply Chain Risk Management

3.5 EVALUATION PROCESS

3.5.1 Responsiveness and Responsibility Determination

Proposals received prior to Closing will be reviewed for Responsiveness to all RFP requirements including compliance with Minimum Requirements section and Proposal Content Requirements section. If the Proposal is unclear, the SPC may request clarification from Proposer. However, clarifications may not be used to rehabilitate a non-Responsive Proposal. If the SPC finds the Proposal non-Responsive, the Proposal may be rejected, however, Agency may waive mistakes in accordance with OAR 125-247-0470.

At any time prior to award, Agency may reject a Proposer found to be not Responsible.

3.5.2 Evaluation Criteria

Proposals meeting the requirements outlined in the Proposal Content Requirements section will be evaluated by an Evaluation Committee. Evaluators will assign a score of 0 to 10 for each evaluation criterion listed below in this section.

SPC may request further clarification to assist the Evaluation Committee in gaining additional understanding of Proposals. A response to a clarification request must be to clarify or explain portions of the already submitted Proposal and may not contain new information not included in the original Proposal.

SCORE EXPLANATION

OUTSTANDING - Response meets all the requirements and has demonstrated in a clear and concise manner a thorough knowledge and understanding of the subject matter and project. The Proposer provides insight into its expertise, knowledge, and understanding of the subject matter.

6 – 9 VERY GOOD – Response provides useful information, while showing experience and knowledge within the category. Response demonstrates above average knowledge and ability with no apparent deficiencies noted.

ADEQUATE – Response meets all requirements in an adequate manner.

Response demonstrates an ability to comply with guidelines, parameters, and requirements with no additional information put forth by the Proposer.

1 – 4 FAIR – Proposer meets minimum requirements, but does not demonstrate sufficient knowledge of the subject matter.

RESPONSE OF NO VALUE – An unacceptable response that does not meet the requirements set forth in the RFP. Proposer has not demonstrated knowledge of the subject matter.

3.5.2.1 Schedule

o Does Proposer’s implementation plan make the system/solution fully-functional and available as soon as possible?

3.5.2.2 Clarity/ Likelihood for Success

o How well does the Proposal outline the steps to completion?

o Is Proposal sensible?

3.5.2.3 Interface

o How well does the Proposal take into account the co-development by Agency IT staff for the interface systems?

3.5.2.4 Familiarity with FAFSA

o Does the Proposal demonstrate familiarity with the FAFSA process?

3.5.2.5 Resources

o Does the Proposal include adequate resources to provide a successful project?

o Does the Proposal demonstrate the ability to complete ongoing maintenance of the financial aid application?

3.6 COST EVALUATION

The SPC will conduct the cost evaluation. The SPC will award a cost score to each Cost Proposal based upon the percentage of the proposed cost as compared to the lowest Proposer’s cost using the following formula:

lowest cost of all Proposers X cost points possible = cost points awarded cost being scored

3.7 NEXT STEP DETERMINATION

Agency may conduct additional rounds of competition if in the best interest of the State.

Additional rounds of competition may consist of, but will not be limited to:

• Establishing a Competitive Range

• Presentations/Demonstrations/Additional Submittal Items

• Interviews

• Best and Final Offers

If Agency elects to conduct additional round(s), Agency shall provide written notice to all Proposers describing the next step. At any time, Agency may dispense with the selected additional round and: (1) issue a Notice of Intent to Award to the highest-ranking Responsible Proposer; or (2) elect to conduct an alternative round of competition; or (3) cancel the solicitation.

3.8 PREFERENCES

3.8.1 Tiebreakers

Oregon Supplies: If Agency receives Proposals identical in price, fitness, availability, and quality and chooses to award a Contract, Agency shall award the Contract in accordance with the procedures outlined in OAR 125-246-0300.

3.9 POINT AND SCORE CALCULATIONS

Scores are the values (0 through 10) assigned by each evaluator.

Points are the total possible value for each section as listed in the table below.

The SPC will average all scores for each evaluation criterion. The average score will be used as a percentage multiplier of the maximum possible points for that criterion. 1=10%, 5=50%, 9=90%, etc.

Cost points are calculated as stated in the Cost Evaluation section. Points possible are as follows:

TOTAL POINTS POSSIBLE: 100

POINTS POSSIBLE 90

3.5.2.1 Schedule 40

3.5.2.2 Clarity/ Likelihood for Success 10

3.5.2.3 Interface 20

3.5.2.4 Familiarity with FAFSA 10

3.5.2.5 Resources 10

3.6 COST POINTS POSSIBLE 10

EXAMPLE:

Proposer A receives scores of 10, 9, and 8 for a criterion worth 50 points. The SPC averages 10, 9, and 8 for a score of 9. 9 is used as a 90% multiplier to the possible points of 50. 50 multiplied by 90% is 45. Proposer A’s points for the criterion is 45.

3.10 RANKING OF PROPOSERS

The SPC will total the final average score (calculated by totaling the points awarded by each Evaluation Committee member and dividing by the number of members), together with references, and final cost. After each applicable preference has been applied, SPC will determine rank order for each respective Proposal and Proposer, with the highest score receiving the highest rank, and successive rank order determined by the next highest score.

SECTION 4: AWARD AND NEGOTIATION

4.1 AWARD NOTIFICATION PROCESS

4.1.1 Award Consideration

Agency, if it awards a Contract, shall award a Contract to the highest-ranking Responsible Proposer(s) based upon the scoring methodology and process described in Section 3.

Agency may award less than the full Scope defined in this RFP.

4.1.2 Notice of Award

Agency will notify all Proposers in Writing that Agency is awarding a Contract to the selected Proposer(s) subject to successful negotiation of any negotiable provisions.

4.2 SUCCESSFUL PROPOSER SUBMISSION REQUIREMENTS

4.2.1 Insurance

Prior to execution of the Contract, the apparent successful Proposer shall secure and demonstrate to Agency proof of insurance coverage meeting the requirements identified in the RFP or as otherwise negotiated.

Failure to demonstrate coverage may result in Agency terminating Negotiations and commencing Negotiations with the next highest-ranking Proposer. Proposer is encouraged to consult its insurance agent about the insurance requirements contained in Insurance Requirements (Attachment A, Exhibit B) prior to Proposal submission.

4.2.2 Taxpayer Identification Number

The apparent successful Proposer shall provide its Taxpayer Identification Number (TIN) and backup withholding status on a completed W-9 form if either of the following applies:

• When requested by Agency (normally in an intent to award notice), or

• When the backup withholding status or any other information of Proposer has changed since the last submitted W-9 form, if any.

Agency will not make any payment until Agency has a properly completed W-9.

Failure to demonstrate compliance may result in a finding of non-responsibility.

4.2.3 Business Registry

If selected for award, Proposer shall be duly authorized by the State of Oregon to transact business in the State of Oregon before executing the Contract. The selected Proposer shall submit a current Oregon Secretary of State Business Registry number, or an explanation if not applicable.

All Corporations and other business entities (domestic and foreign) must have a Registered Agent in Oregon. See requirements and exceptions regarding Registered Agents. For more information, see Oregon Business Guide, How to Start a Business in Oregon and Laws and Rules. The titles in this subsection are available at the following Internet site:

http://www.filinginoregon.com/index.htm.

4.3 CONTRACT NEGOTIATION

4.3.1 Negotiation

By submitting a Proposal, Proposer agrees to comply with the requirements of the RFP, including the terms and conditions of the Sample Contract (Attachment A), with the exception of those terms reserved for negotiation. Proposer shall review the attached Sample Contract and note exceptions. Unless Proposer notes exceptions in its Proposal, the State intends to enter into a Contract with the successful Proposer substantially in the form set forth in Sample Contract (Attachment A). It may be possible to negotiate some provisions of the final Contract; however, many provisions cannot be changed. Proposer is cautioned that the State of Oregon believes modifications to the standard provisions constitute increased risk and increased cost to the State. Therefore, Agency will consider the Scope of requested exceptions in the evaluation of Proposals.

Any Proposal that is conditioned upon Agency’s acceptance of any other terms and conditions may be rejected. Any subsequent negotiated changes are subject to prior approval of the Oregon Department of Justice.

All items, except those listed below, may be negotiated between Agency and the apparent successful Proposer in compliance with Oregon State laws:

http://www.irs.gov/pub/irs-pdf/fw9.pdf

• Choice of law

• Choice of venue

• Constitutional requirements

• All applicable Federal and State requirements

In the event that the parties have not reached mutually agreeable terms within 10 calendar days, Agency may terminate Negotiations and commence Negotiations with the next highest ranking Proposer.

SECTION 5: ADDITIONAL INFORMATION

5.1 GOVERNING LAWS AND REGULATIONS

This RFP is governed by the laws of the State of Oregon. Venue for any administrative or judicial action relating to this RFP, evaluation and award is the Circuit Court of Marion County for the State of Oregon; provided, however, if a proceeding must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, to or from any Claim or from the jurisdiction of any court.

5.2 OWNERSHIP/ PERMISSION TO USE MATERIALS

All Proposals submitted in response to this RFP become the Property of Agency. By submitting a Proposal in response to this RFP, Proposer grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Proposal solely for the purpose of evaluating the Proposal, negotiating an Agreement, if awarded to Proposer, or as otherwise needed to administer the RFP process, and to fulfill obligations under Oregon Public Records Law (ORS 192.311 through 192.478). Proposals, including supporting materials, will not be returned to Proposer unless the Proposal is submitted late.

5.3 CANCELLATION OF RFP; REJECTION OF PROPOSALS; NO DAMAGES.

Pursuant to ORS 279B.100, Agency may reject any or all Proposals in-whole or in-part, or may cancel this RFP at any time when the rejection or cancellation is in the best interest of the State or Agency, as determined by Agency. Neither the State nor Agency is liable to any Proposer for any loss or expense caused by or resulting from the delay, suspension, or cancellation of the RFP, award, or rejection of any Proposal.

5.4 COST OF SUBMITTING A PROPOSAL

Proposer shall pay all the costs in submitting its Proposal, including, but not limited to, the costs to prepare and submit the Proposal, costs of samples and other supporting materials, costs to participate in demonstrations, or costs associated with protests.

5.5 STATEWIDE E-WASTE/RECOVERY POLICY

If applicable, Proposer shall include information in its Proposal that demonstrates compliance with the Statewide E-Waste/Recovery Procedure 107-011-050_PR. Download the procedure by visiting www.oregon.gov/DAS, then enter the procedure number into the search bar, and find the procedure in the search results window.

5.6 RECYCLABLE PRODUCTS

Proposer shall use recyclable products to the maximum extent economically feasible in the performance of the Services or Work set forth in this document and the subsequent Contract.

(ORS 279B.025)

5.7 PRINTING, BINDING WORK

Except as provided in ORS 282.210(2), all printing, binding and stationery work, including the manufacture of motor vehicle registration plates and plates required to be affixed to motor carriers, for the State or any county, city, town, port district, school district, or other political subdivision, must be performed within the State of Oregon.

SECTION 6: LIST OF ATTACHMENTS

ATTACHMENT A SAMPLE CONTRACT

ATTACHMENT B PROPOSAL CERTIFICATION SHEET

http://www.oregon.gov/DAS

HECC #23-100

INFORMATION TECHNOLOGY PRODUCTS AND SERVICES CONTRACT

(Software and related Services)

This Information Technology Products and Services Contract (this “Contract”) is entered into on the date of execution by and between the State of Oregon acting by and through its Higher Education Coordination Commission (“Agency”), and _________ (“Contractor”).

RECITALS

A. Agency desires to engage a contractor to provide a solution for an online financial aid application and need analysis process Software and Services to enable Agency to achieve specific business and Agency mission objectives defined in this Contract. To that end, Agency issued RFP #23-100 (OregonBuys #RFP- 52500-00011323) (defined below).

B. Contractor is the successful Proposer to the RFP #23-100 (OregonBuys #RFP-52500-00011323) and Agency desires to engage the Contractor to deliver the Software and perform the Services.

C. Contractor desires to deliver the Software to and perform the Services for the Agency.

AGREEMENT

In consideration of the foregoing recitals and the mutual terms and conditions set forth below, Agency and Contractor agree as follows:

1. DEFINITIONS.

“Acceptance” means written confirmation by Agency that Contractor has completed a Deliverable according to the Acceptance Criteria The term is distinct from “Final Acceptance”.

“Acceptance Criteria” means the criteria for accepting Deliverables required by this Contract, including but not limited to all specifications and requirements in the Statement of Work, and the Performance Warranties set forth in Article 8.2.

“Acceptance Tests" means those tests which are intended to determine compliance of Software and Services with the Acceptance Criteria of this Contract.

“Agency Intellectual Property” means any intellectual property that is owned by Agency. Agency Intellectual Property includes any derivative works and compilations of any Agency Intellectual Property.

“Authorized Representative” means a person representing a party to this Contract who is authorized to make commitments and decisions on behalf of the party regarding the performance of this Contract.

Contractor’s Authorized Representative is the person so identified in Exhibit D. Agency’s Authorized Representative is the person so identified in Exhibit E.

“Confidential Information” is defined in Section 7.1.

“Contract” means all terms and conditions herein and all Exhibits attached hereto.

ATTACHMENT A

“Contractor Intellectual Property” means any intellectual property that is owned by Contractor and contained in or necessary for the use, or optimal use, of the Deliverables. Contractor Intellectual Property includes Documentation, Work Product, and derivative works and compilations of any Contractor Intellectual Property. Contractor Intellectual Property does not include COTS Software.

“COTS Software” means commercial off-the-shelf software that Contractor delivers to Agency pursuant to the Statement of Work.

“Deliverables” means the Services and all Software that Contractor is required to deliver to Agency under this Contract, including Work Product.

“Delivery Schedule” means that attribute of the Statement of Work setting forth the completion date of each Milestone and the delivery date for each Deliverable.

“Documentation” means all documents, including documents that are Deliverables described in the Statement of Work and includes, but is not limited to, any and all operator’s and user’s manuals, training materials, guides, commentary, listings, requirements traceability matrices and other materials for use in conjunction with and for the operation of Software and Services that are to be delivered by Contractor under this Contract.

“DOJ” means the State of Oregon acting through its Department of Justice.

“Effective Date” means the date on which this Contract is fully executed and approved in according to applicable laws, rules and regulations.

“Final Acceptance” is defined in Section 2.3.2.

“Software Retention Amount” is defined in Section 5.3.2.

“Intellectual Property Rights” is defined in Section 10.2.

“Key Persons” means Contractor’s Authorized Representative, the Project Manager and all other Contractor personnel designated as key persons in Exhibit D.

“Maximum Not-To-Exceed Compensation” is defined in Section 5.1.

“Milestone” means the completion date for a specific group of Tasks or Deliverables identified as a Milestone in the Statement of Work.

“Project Manager” means Contractor’s representative who manages the processes and coordinates the Services with Agency’s Authorized Representative to ensure delivery of the Product or Service. Contractor’s Project Manager is the person so identified in Exhibit D.

“Proposal” means Contractor’s proposal in response to the RFP.

“RFP” means the Request for Proposal #23-100 (OregonBuys #RFP-52500-00011323).

“Software” means the Software identified in Exhibit A, and all related Documentation, that the Contractor will deliver to Agency.

“Schedule of Deliverables” means that attribute of the Statement of Work that describes each Deliverable, measurable attributes of each Deliverable, Milestones with identification of the Services activities that are associated with them and a planned completion date for each Milestone and Deliverable.

"Services Retention Amount" is defined in Section 5.3.1.

“Services” means all effort to be expended by Contractor as set forth in the Statement of Work and the Maintenance and Support Agreement including but not limited to delivery, installation, configuration, implementation (collectively “installation”), warranty, maintenance and support of the Software.

“Software” means an all-inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including COTS Software, Operating Software, Programming Aids, Application Programs, and Application Programming Interfaces.

“Statement of Work” means a document that describes each Task, Deliverable and Milestone, the measurable attributes of each Deliverable, identification of the Deliverables and Services that are associated with each Task, and a completion date for each Milestone and Deliverable, the Payment Schedule for each Deliverable and Milestone, and any other items as agreed by the parties including Amendments pursuant to section 17.15, all attached hereto as Exhibit A.

“Task” means a segment of the Services to be provided by Contractor under this Contract.

“Third Party Intellectual Property” means any intellectual property owned by parties other than Agency or Contractor and contained in or necessary for the use ,of the Deliverables. Third Party Intellectual Property includes COTS Software owned by Third Parties, and derivative works and compilations of any Third Party Intellectual Property.

"Third Party Software” includes Software not published by Contractor or Agency and which are supplied by Contractor to Agency under this Contract.

“Warranty Period” means the period that begins on the date the Software is delivered, and ends _________ calendar days after date of Final Acceptance.

“Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know-how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to the Contract.

Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Agency Intellectual Property, Contractor Intellectual Property or Third Party Intellectual Property.

2. SOFTWARE AND SERVICES.

2.1. PERFORMANCE AND DELIVERY.

2.1.1. Contractor shall perform the Services and deliver the Deliverables according to this Contract including the Acceptance Criteria and the Statement of Work (“SOW”).

2.1.2. All Software to be supplied by Contractor shall be the most recent commercially available version unless otherwise expressly authorized by Agency.

2.1.3. Contractor shall deliver the Software to the Agency F.O.B. to the destination specified in Exhibit A according to the Delivery Schedule set forth in Exhibit A. During the period that Software is in transit, and until the time that the Software is tendered to enable the Agency to take delivery of the Software, Contractor and its insurers, if any, relieve the Agency and the State of Oregon of the responsibility for all risk of loss of, or damage to, the Software.

Thereafter, all risk of loss of, or damage to, the Software shall be borne by the Agency.

2.1.4. Contractor shall have all publisher warranties covering the Software transferred to the Agency at time of delivery at no additional charge. Contractor shall also furnish to the Agency the details of the third party publisher warranties.

2.2. If this Contract requires Agency to provide any resources, and Agency fails to provide the requisite quality or quantity of such resources, or fails to provide such resources in a timely manner but for a period not to exceed 30 days, Contractor's sole remedy shall be an extension of the applicable delivery dates corresponding to the delay caused by Agency's failure. If Agency's failure to provide such resources exceeds 30 days and Contractor can show to the reasonable satisfaction of Agency, that the Agency's failure has resulted in an unavoidable increase in the cost of the Services required for the SOW, then Contractor shall be entitled to recover from Agency the reasonable amount of such increased costs. Contractor's right to delay applicable delivery dates may be exercised only if Contractor provides Agency with reasonable notice of Agency's failure and Contractor uses Commercially Reasonable Efforts to perform notwithstanding Agency's failure to perform.

2.3. REVIEW OF SOFTWARE AND SERVICES/ FINAL ACCEPTANCE.

2.3.1. Contractor shall deliver Deliverables and complete Milestones as set forth in the SOW by no later than the date or dates set for delivery in the SOW. Delivery dates, both critical and non-critical, are set forth in the SOW and are subject to Agency performing its responsibilities in a timely manner.

2.3.2. SOFTWARE INSPECTION. Contractor shall provide written notice to the Agency upon full and complete delivery, installation, configuration and implementation of the Software as required by the SOW. Within 30 State of Oregon business days after receipt of such notice, Agency shall perform Acceptance Tests as set forth in the SOW to determine whether the Software and Services meet Acceptance Criteria. If the Acceptance Tests establish that the Software and Services conform to the Acceptance Criteria, then Agency shall issue written notice to Contractor of Final Acceptance of the Software and Services. Final Acceptance does not include Acceptance of ongoing maintenance and support. If Agency determines that the Software or Services do not materially meet the Acceptance Criteria, then the parties shall follow the process set forth in section 2.3.3 for nonconforming Deliverables.

2.3.3. If the Agency determines that a Deliverable does not meet in all material respects the Acceptance Criteria, the Agency shall notify Contractor in writing of Agency’s rejection of the Software and Services, and describe in with reasonable detail the nonconformance that forms the Agency’s basis for rejection of the Deliverable. Upon receipt of notice of non-acceptance, Contractor shall, within a 15 day period, modify or improve the Software and Services at Contractor’s sole expense so that the Deliverable meets, in all material respects the Acceptance Criteria, and notify the Agency in writing that it has completed such modifications or improvements and re-tender the Deliverable to the Agency. Agency shall thereafter review the modified or improved Software and Services within 15 days of receipt of the Contractor's re-delivery of the Deliverable. Failure of the Deliverable to meet in all material respects, the Acceptance Criteria after the second set of Acceptance Tests shall constitute a default by Contractor. In the event of such default, Agency may either (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverable as set forth in this section 2.3.3, or (ii) notify Contractor of such default and in which case Contractor shall comply with section 2.4.

2.4. REMOVAL/ REIMBURSEMENT: If the Software or Services are rejected or acceptance is revoked, the Contractor shall refund any Contract payments that have been made with regard to the Software or Services, and shall (at Contractor's sole cost and expense) remove the Software within seven (7) calendar days of receiving notice of rejection or revocation of acceptance

2.5. REMEDIES NOT EXCLUSIVE: No provision of this Article 2 precludes Agency from other remedies to which it may be entitled upon rejection or revocation of acceptance.

2.6. WARRANTY PERIOD/ POST-WARRANTY MAINTENANCE AND SUPPORT.

2.6.1. Contractor shall, at no charge to Agency, furnish such materials and Services as shall be necessary to correct any defects in the Software and Services that prevent the Software and Services from meeting the Acceptance Criteria provided in the Contract. During the Warranty Period, Contractor shall provide maintenance and support of the Software consistent with the Contractor’s obligations of Post Warranty Maintenance and Support as set forth in Exhibit H. Notwithstanding the expiration of the Warranty Period, Contractor shall be obligated to cure defects discovered during the Warranty Period that prevent the Software and Services from meeting the Acceptance Criteria of this Contract.

2.6.2. Post Warranty Maintenance and Support. Contractor shall provide post Warranty Maintenance and Support of the Software in accord with Maintenance and Support Agreement a copy of which is attached hereto Exhibit H.

3. CONTRACTOR’S PERSONNEL.

3.1. PROJECT MANAGER. Contractor shall designate one of the Key Persons as Project Manager for the Services. The Project Manager shall be familiar with Agency’s business operations and objectives as necessary for the successful completion of this Contract. The Project Manager shall participate with Agency in periodic review sessions and shall provide at Agency’s request detailed progress reports that identify completed tasks and the status of the remaining Services as set forth in the

SOW.

3.2. CONTRACTOR’S EMPLOYEES AND SUBCONTRACTORS. Contractor shall not use subcontractors to perform the Services unless specifically authorized to do so by Agency. Contractor represents that any employees assigned to perform the Services, and any authorized subcontractors performing the Services shall perform the Services according to the warranties set forth in Article 8 of this Contract.

3.3. KEY PERSONS. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of…