ESBD_511014_1777928846542_RFO 304-27-0790MS Oracle PeopleSoft Licensed Software and Software Support Services.pdf

RFO #304-27-0790MS: Oracle PeopleSoft Licensed Software and Software Support Services Page 1 of 49 Rev. 6/27/23

Texas Comptroller of Public Accounts

Request for Offers

Oracle PeopleSoft Licensed Software and Software Support Services

RFO No. 304-27-0790MS

May 4, 2026

Anticipated Schedule of Events

May 4, 2026 Issuance of RFO

May 11, 2026 Deadline for Submission of Questions (2:00 p.m., CT) May 18, 2026 Release of Official Responses to Questions

(or as soon thereafter as practical) June 4, 2026 Deadline for Submission of Offers (2:00 p.m. CT)

Late Offers will not be considered September 1, 2026 Services Commencement Date

(or as soon thereafter as practical)

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Table of Contents

I. Summary II. Specifications

A. Introduction B. Background C. Definitions and Acronyms D. Scope of Services E. Contract Resulting From This Solicitation; Order of Priority F. Warranty of Performance G. Security Incident Notification H. ReservedInsurance and Bonds I. Criminal Background Investigation J. Contract Term K. Purchase Orders; Invoice Acceptance Criteria L. Payments M. Discounts N. PO Addition and Deletion O. VetHUB Subcontracting Plan Information P. Respondent Documents Q. Respondent Exceptions R. Respondent’s Past Performance S. Optional Features, Products, or Services

III. Offer Submission Requirements A. Delivery of Offer B. Offer Content and Format

IV. Mandatory Price Sheet V. Standard Terms and Conditions VI. Execution of Offer VII. Conflict of Interest/Disclosure Statement VIII. Nondisclosure Agreement IX. Confidential Treatment of Information Acknowledgment X. Certification Regarding Public Nature of the Offer XI. Respondent Exceptions Response Template

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I. Summary

1. Type of Solicitation: Request for Offers (RFO)

2. Issuing Office: Texas Comptroller of Public Accounts (CPA) Procurement Section Room 300, Attn: RFO No. 304-27-0790MS 111 E. 17th Street Austin, Texas 78774

OR Texas Comptroller of Public Accounts Procurement Section Attn: RFO No. 304-27-0790MS P.O. Box 12050 Austin, Texas 78711-2050

3. Additional Requirements/Qualifications: N/A

4. Responses to RFO: Sealed Competitive Offers

5. Deadline for Offers: In Issuing Office No Later Than:

June 4, 2026; 2:00 p.m., Central Time (CT)

6. Initial Contract Term: September 1, 2026 to August 31, 2030

7. CPA Optional Contract Terms: September 1, 2030 through August 31, 2031 and September 1, 2031 through August 31, 2032 and September 1, 2032 through August 31, 2033

8. CPA Contact Person for this RFO: Michelle Shih, CTCM, CTCD Email: bidcpa@cpa.texas.gov

9. Offers Submitted by Email: Required; See Section III, Part A

10. Offers Submitted by Fax: Not Accepted

11. Pre-Offer Conference: N/A

12. Pre-Offer Inspection: N/A

13. Letters of Intent to Submit an Offer: N/A

14. RFO Addenda: Notices of changes to items directly impacting the original RFO or solicitation process will be posted on the Electronic State Business Daily (ESBD) located at: http://www.txsmartbuy.com/esbd. CPA will post any amendment to this solicitation on the ESBD as an RFO Addendum. It is the responsibility of an interested party to check the ESBD for updates to this RFO before submitting an Offer. Each Respondent is solely responsible for verifying CPA’s receipt of its questions, if applicable, and its Offer by the deadlines specified in this RFO.

15. Questions and Answers: Questions regarding this RFO must be in writing and must be submitted to the CPA Contact Person specified in Part 8, no later than May 11, 2026; 2:00 p.m. CT. Telephone inquiries will not be accepted.

Questions may be submitted by email to the email address specified in Part 8. CPA intends to post answers to the questions received on the ESBD on May 18, 2026, or as soon thereafter as practical.

16. Respondent Presentations: N/A mailto:bidcpa@cpa.texas.gov http://www.txsmartbuy.com/esbd

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17. Evaluation of Offers. Offers will be evaluated under the Best Value Standard (Section 2157.003 of the Texas Government Code):

Criteria Weight Respondent’s Past Performance, Qualifications & Experience 20% Compliance with CPA Specifications 50% Cost 30% Total: 100%

As applicable, the factors listed in Sections 2155.074, 2155.075, 2156.007, and 2157.003 of the Texas Government Code shall also be considered in making an award.

18. Electronic Offers Only. Due to changed building access restrictions, Respondents will not be permitted to hand deliver

Offers to the Issuing Office. Respondents are required to submit Offers electronically via email in accordance with Section III, Part A.

19. Contact with CPA Staff: Upon issuance of this RFO, employees and representatives of CPA, other than the CPA Contact

Person identified in Part 8, will not discuss the contents of this RFO with any Respondent or its representatives. Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related Offer. This restriction does not preclude discussions between the parties to conduct business unrelated to this procurement or to obtain assistance completing Historically Underutilized Business (HUB) forms required by this RFO.

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II. Specifications

A. Introduction

The Texas Comptroller of Public Accounts (CPA), an agency of the State of Texas, issues this Request for Offers (RFO) to solicit Offers from qualified vendors for Oracle PeopleSoft Licensed Software and Software Support Services, as described in this Section II and in this RFO (Services). CPA’s objective is to obtain the Services that represent the best value for CPA and the State of Texas, according to the terms and conditions of this RFO.

CPA anticipates making a contract award to one (1) Successful Respondent for the Services. CPA reserves the right not to award a Contract for the performance of all or part of the Services. This RFO is not exclusive and CPA reserves the right to issue additional solicitations regarding the Services or similar services at any time. All Respondents are encouraged to offer their best pricing at all times.

All costs associated with the Services must be included in the Respondent’s Offer. Offers that do not meet all of the requirements or contain all of the required documentation specified in this RFO may be rejected as non-responsive.

CPA understands that the requested items in this RFO may be proprietary to one vendor under Section 2155.067 of the Texas Government Code; however, CPA strongly encourages Offers from all qualified Respondents that may be able to provide the Services.

B. Background

B.1. Statewide ERP Initiative.

a. General. CPA’s Fiscal Management Division is leading the effort to develop, maintain, and support statewide ERP applications as required by Texas statute (i.e., 2007, House Bill 3106, 80th Texas Legislature). Oracle PeopleSoft products are utilized to provide the primary applications and provide the core ERP functions. The Oracle PeopleSoft applications, and their related component applications, are collectively referred to as the Centralized Accounting and Payroll/Personnel System (CAPPS). Due to the nature of the functionality requirements provided in legislation, CPA developed two (2) independent but related ERP systems: CAPPS Financials and CAPPS HR/Payroll. This RFO supports the software licensing and software support services that is needed to run and maintain the core ERP functions (i.e., the Oracle PeopleSoft applications).

b. CPA’s CAPPS Distributed Model. CPA adopted a distributed model separating State agencies into two (2) categories: 1) CAPPS Central-Agencies, and 2) CAPPS Hub-Agencies. CPA’s approach takes into consideration that State agencies that are large and/or specialized (i.e., CAPPS Hub-Agencies) have unique specific requirements that sets them apart from other State agencies, and as such it is not resource effective for CPA to directly support those unique specific requirements.

(1) CAPPS Central-Agencies. CPA and/or CPA’s contracted service provider directly support CAPPS Central-Agencies. The Oracle PeopleSoft applications are currently hosted in data centers provided by CPA’s contracted service provider, and not on-site at CPA. The vast majority of State agencies that utilize CAPPS are categorized as CAPPS Central-Agencies since they do not have specialized unique needs and standard repeatable processes satisfy the common State requirements.

(2) CAPPS Hub-Agencies. CAPPS Hub-Agencies are allowed to administer and host their own agency specific Oracle Peoplesoft software versions of CAPPS Financials and/or CAPPS HR/Payroll with limited support from CPA and/or CPA’s service provider. Table 1 (CAPPS Hub-Agencies) provides the list of State agencies authorized by CPA, as of the issuance date of this RFO.

Table 1: CAPPS Hub-Agencies CAPPS Financials CAPPS HR/Payroll

320-Texas Workforce Commission 320-Texas Workforce Commission 529-Health and Human Services Commission, which includes and supports the following:

• 530-Department of Family and Protective

Services

• 537-Department of State Health Services

529-Health and Human Services Commission, which includes and supports the following:

• 530-Department of Family and Protective

Services

• 537-Department of State Health Services

• 542-Cancer Prevention and Research Institute of Texas 601-Department of Transportation 601-Department of Transportation

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332-Department of Housing and Community Affairs

NA

701-Texas Education Agency NA

B.2. CPA’s Current Agreement. The following provides information regarding CPA’s current agreement for the Software Programs contained in this RFO.

(1) CPA and Oracle entered into a contract (i.e., ordering document US-GMA-CPQ-1281636, PO 0790) on February 20, 2020. This contract is set to expire on August 31, 2026.

(2) CPA’s Oracle contract was awarded under CPA’s RFO No. 304-20-0790PS, and incorporates by reference the terms of the following:

a. CPA’s initial Oracle contract effective September 9, 2009 through August 31, 2019 (i.e., ordering document 2983698, PO 0927), awarded under:

i. State of Texas Agreement: State of Texas Department of Information Resources Volume Pricing Contract, Number DIR-VPC-03-018, Software License and Services Agreement.

ii. Oracle Agreement Name: Master Agreement 2003 STATE-28905-21-APR-03 (the “Master Agreement 2003”). The Oracle Agreement Name is identical to the State of Texas Agreement. The Oracle Agreement Name is Oracle’s internal designation for the State of Texas Agreement.

(3) CPA’s Oracle contract is a statewide contract in which CPA is the Licensee of the Software Programs (i.e., the perpetual software licenses), with other State agencies identified in the contract as authorized users that are allowed to utilize and have access to the Software Programs under the terms of CPA’s Oracle contract. All perpetual software licenses identified in the RFO were previously procured by CPA under the above CPA Oracle contracts identified above.

(4) The third-party software included in CPA’s Oracle contract (i.e., Rocket Software Visual COBOL), is specifically reversed for CPA’s use to support the CAPPS Central applications. It is not considered by CPA as a statewide license available for use by any CAPPS Hub-Agencies.

(5) Regardless of whether CPA classifies a State agency as a CAPPS Central-Agency or a CAPPS Hub-Agency, as referred to in this RFO, State agencies are authorized users regarding the Software Programs that are identified in this RFO.

(6) University systems and/or institutions of higher education, which are defined in Texas statute as State agencies, are currently excluded and not authorized users of the Software Programs.

(7) My Oracle Support. CPA has a “parent/child” software support model established directly with Oracle to support CPA’s CAPPS distributed model.

a. Parent: CPA has a unique Oracle Customer Support Identifier (CSI) number associated with the Software Programs in order to manage and obtain support directly from Oracle (i.e., My Oracle Support).

b. Child: Each individual CAPPS Hub-Agency (i.e., TxDOT, HHSC, etc.) has their own unique Oracle CSI number that is associated to CPA’s parent CSI number for licensing and support purposes (i.e., each individual CAPPS Hub-Agency has the ability, without CPA’s involvement, to download upgrades, patches, submit service requests, etc.).

B.3. Useful Links.

• For information regarding CPA's CAPPS Program, visit: https://fmx.cpa.texas.gov/fmx/erp/.

• For information regarding CPA's current Oracle contract for PeopleSoft Licensed Software and Software Support Services, visit: https://www.lbb.texas.gov/Contract_Reporting.aspx.

o Contract ID: 201350 o Agency: 304 – Comptroller of Public Accounts o Subject: Software Licenses & Maintenance https://fmx.cpa.texas.gov/fmx/erp/ https://www.lbb.texas.gov/Contract_Reporting.aspx

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C. Definitions and Acronyms

• Authorized State Agencies. CPA authorized state agencies deployed on CAPPS Financials and/or CAPPS HR/Payroll Oracle PeopleSoft software platform that are users of the Services under the terms of this RFO or under any contract resulting from this RFO.

• Award Date. The Award Date is the earlier of the date an authorized representative of CPA (1) issues a Purchase Order (“PO”) or (2) signs a formal, written agreement.

• CAPPS. Centralized Accounting and Payroll/Personnel System.

• CPA. Texas Comptroller of Public Accounts.

• CPA Contract Manager. The end-user division contact responsible for day-to-day contact with Successful Respondent; contact details to be provided by CPA after the Award Date and/or in the Contract.

• Contract. The agreement, if any, described in Section II, Part E (Contract Resulting from this Solicitation, Order of Priority).

• CT. Central Time.

• ERP. Enterprise Resource Planning.

• Fiscal Year. The State of Texas and CPA’s fiscal year that begins on September 1 and ends on August 31.

• Licensed Software or Software Programs. The versions of the software applications Successful Respondent provides under the Contract and any released Software Upgrades, Software Updates, Software Enhancements/Releases, Software Patches/Fixes, Error Corrections, and customizations of such software applications

• Offer. A response to this RFO.

• Purchase Order (PO). CPA’s fiscal form issued to Successful Respondent for ordering or tracking of Services consistent with the terms of this RFO or under any contract resulting from this RFO.

• Respondent. Any person or entity that submits an Offer to this RFO.

• Shelved or Shelving. Software Programs that are de-supported by Oracle and no longer in use at CPA.

• Software Enhancement/Release. A change to a software application, intended to increase functionality, productivity, compatibility, and/or improve the user interface.

• Software License and Related Services (Services). All of the Licensed Software, Software Maintenance and Technical Support Services, Licensed Software Documentation, and other items listed in this RFO. The term includes, but is not limited to, fees, shipping, freight handling, and any other services associated with Successful Respondent’s performance under the Contract.

• Software Patch/Fix. Addition to a piece of code, usually as an immediate remedy to an existing software application error or defect. A software patch or fix is usually a temporary measure until a more permanent solution is implemented with a Software Enhancement/Release and/or version update.

• Software Update. Any (a) commercially available versions of the Licensed Software with a version number designated to the right of the decimal point such as 1.1, 1.2, 1.3, etc., and (b) any subsequent variation of the Licensed Software which provides essentially the same functionality and accomplished substantially the same tasks as the Licensed Software but which the software publisher releases under a different name or label.

• Software Upgrade. A commercially available newer version of the Licensed Software typically designated by the number to the left of the decimal point such as 1.0, 2.0, 3.0, etc.

• Software Technical Support Services (Support). All of the services (e.g., upgrades, updates, enhancements/releases, patches/fixes, technical support) that are provided to support the Software Programs as described in Section II, Part D of this RFO.

• State. Refers to the State of Texas.

• Successful Respondent. The Respondent awarded a Contract.

• UPK. User Productivity Kit.

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D. Scope of Services

D.1. Required Services. Successful Respondent shall provide the Services as described in Section IV (Mandatory Price Sheet) of this RFO. CPA is the Licensee of the Services specified in this RFO.

D.2. Authorized State Agencies.

a. Texas Legislative Process. The General Appropriations Act and/or Texas statutes that are enacted and/or amended on a biennial basis by the Texas Legislature are the source records in determining the Authorized State Agencies. The Authorized State Agencies provided in this RFO may be revised during the Contract that results from this RFO. The revisions, removal, and/or addition of State agencies, as authorized by the Texas Legislature, shall be incorporated automatically into the contract that results from this RFO as long as the total licensed quantity (i.e., Enterprise Employee) does not exceed the quantity specified in Section IV (Mandatory Price Sheet) of this RFO.

b. Authorized State Agency Clarification. The Employees Retirement System of Texas (ERS) is included as an Authorized State Agency regarding all Software Programs listed under CPA’s RFO and the contract that results from this RFO. However, ERS purchased licenses for the same and/or similar programs as those Software Programs contained within CPA’s Oracle contract under the individual ERS Software License Agreement dated June 20, 1997, and all addenda, amendments and schedules thereto, as amended (collectively the "ERS License Agreement"). ERS' program licenses are not being converted and replaced as part of CPA’s Oracle contract, and ERS' right to use their programs is governed solely by the ERS License Agreement. ERS is solely responsible for maintaining and payment of technical support services for those programs under the ERS License Agreement. CPA is in no way liable or associated with the ERS License Agreement.

c. Authorized State Agencies List. Table 2 (Authorized State Agencies) provides all Authorized State Agencies, as of the issuance date of this RFO.

Table 2: Authorized State Agencies Agency No. Agency Name 101 Senate 102 House of Representatives 103 Texas Legislative Council 104 Legislative Budget Board 105 Legislative Reference Library 107 Commission on Uniform State Laws 116 Sunset Advisory Commission 201 Supreme Court 211 Court of Criminal Appeals 212 Office of Court Administration 213 State Prosecuting Attorney 215 Office of Capital and Forensic Writs 221 1st Court of Appeals District 222 2nd Court of Appeals District 223 3rd Court of Appeals District 224 4th Court of Appeals District 225 5th Court of Appeals District 226 6th Court of Appeals District 227 7th Court of Appeals District 228 8th Court of Appeals District 229 9th Court of Appeals District 230 10th Court of Appeals District 231 11th Court of Appeals District 232 12th Court of Appeals District 233 13th Court of Appeals District 234 14th Court of Appeals District 235 15th Court of Appeals District 241 Comptroller — Judiciary Section

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242 State Commission on Judicial Conduct 243 State Law Library 300 Governor — Fiscal 301 Governor — Executive 302 Attorney General 303 Texas Facilities Commission 304 Comptroller of Public Accounts 305 General Land Office and Veterans Land Board 306 Texas State Library and Archives Commission 307 Secretary of State 308 State Auditor 311 Comptroller — Treasury Fiscal 312 State Securities Board 313 Department of Information Resources 315 Comptroller — Prepaid Higher Education Tuition Board 320 Texas Workforce Commission 323 Teacher Retirement System of Texas 326 Texas Emergency Services Retirement System 327 Employees Retirement System of Texas 329 Texas Real Estate Commission 332 Texas Department of Housing and Community Affairs 333 Office of State-Federal Relations 338 State Pension Review Board 347 Texas Public Finance Authority 352 Bond Review Board 356 Texas Ethics Commission 358 Texas Space Commission 359 Office of Public Insurance Counsel 360 State Office of Administrative Hearings 364 Health Professions Council 371 Texas Cyber Command 401 Texas Military Department 403 Texas Veterans Commission 405 Department of Public Safety 407 Texas Commission on Law Enforcement 409 Commission on Jail Standards 411 Texas Commission on Fire Protection 448 Office of Injured Employee Counsel 450 Department of Savings and Mortgage Lending 451 Texas Department of Banking 452 Texas Department of Licensing and Regulation 454 Texas Department of Insurance 455 Railroad Commission of Texas 456 Texas State Board of Plumbing Examiners 457 Texas State Board of Public Accountancy 458 Texas Alcoholic Beverage Commission 459 Texas Board of Architectural Examiners 460 Texas Board of Professional Engineers and Land Surveyors 466 Office of Consumer Credit Commissioner 469 Credit Union Department 473 Public Utility Commission of Texas 475 Office of Public Utility Counsel

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476 Texas Racing Commission 477 Commission on State Emergency Communications 479 State Office of Risk Management 481 Texas Board of Professional Geoscientists 503 Texas Medical Board 504 State Board of Dental Examiners 507 Texas Board of Nursing 508 Texas Board of Chiropractic Examiners 510 Texas Behavioral Health Executive Council 513 Texas Funeral Service Commission 514 Texas Optometry Board 515 Texas State Board of Pharmacy 529 Health and Human Services Commission 530 Department of Family and Protective Services 533 Executive Council of Physical and Occupational Therapy Examiners 535 Texas Low-Level Radioactive Waste Disposal Compact Commission 537 Department of State Health Services 542 Cancer Prevention and Research Institute of Texas 551 Department of Agriculture 554 Texas Animal Health Commission 578 State Board of Veterinary Medical Examiners 580 Texas Water Development Board 582 Texas Commission on Environmental Quality 592 Soil and Water Conservation Board 601 Texas Department of Transportation 608 Texas Department of Motor Vehicles 644 Texas Juvenile Justice Department 696 Texas Department of Criminal Justice 701 Texas Education Agency 704 Public Community/Junior Colleges 706 Texas Permanent School Fund Corporation 771 Texas School for the Blind and Visually Impaired 772 Texas School for the Deaf 781 Texas Higher Education Coordinating Board 802 Parks and Wildlife Department 808 Texas Historical Commission 809 State Preservation Board 813 Texas Commission on the Arts 902 Comptroller — State Fiscal 907 Comptroller — State Energy Conservation Office 908 Texas Bullion Depository 909 Comptroller — Texas Broadband Development Office 910 Comptroller - Education Programs 930 Texas Treasury Safekeeping Trust Company TBD Dementia Prevention and Research Institute of Texas

D.3. Future Expansion of Existing Software Programs. Under this RFO, and the Contract that results from this RFO, CPA reserves the right to procure additional quantities of perpetual licenses of the existing Software Programs to support future growth as applicable, which will include the Software Update License & Support for the additional Software Programs.

D.4. Oracle Definitions and License Metrics. The following Oracle definitions and license metrics apply to the Services specified in Section IV (Mandatory Price Sheet) of this RFO.

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a. Enterprise Employee. Enterprise Employee is defined as the total number of Full-Time Equivalents of all the CPA authorized agencies as defined herein, including temporary and contract workers that work more than half of the workdays in the previous twelve (12) months. Temporary and contract workers are defined to be individuals who are under contract to fill specific positions that are customarily filled by state employees; such positions do not include outsourced functions. Full-Time Equivalent or FTE is defined as the number of total hours worked divided by the maximum number of compensable hours in a work year as defined by law. For example, if the work year is defined as 2,080 hours, then one (1) worker occupying a paid full-time job all year would consume one (1) FTE. Two (2) employees working 1,040 hours each would consume one (1) FTE between the two (2) of them. FTE includes full-time, part-time and temporary employees regardless if such FTE is on-site and/or off-site. Any part-time or temporary employee working less than 1,040 will be counted as that portional amount of a FTE. If the total number of FTEs is a fraction, that number will be rounded to the nearest whole number for purposes of license quantity requirements.

An FTE is the equivalent of one (1) person working full time: 8 hrs./day x 5 days/week x 52 weeks/year = 2,080 hours/year.

Examples:

• 1 person working full-time = 1 FTE

• 2 people each working 4 hours per day, 5 days a week = 1 FTE

• 4 people each working 2 hours per day, 5 days per week = 1 FTE

b. Non-Employee User – External. Non-Employee User is defined as an individual, who is not a CPA employee, contractor or outsourcer, authorized by CPA to use the Software Programs that are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time.

The number of Non-Employee Users have no affect regarding the cost or the license quantity specified for the Software Programs that hold the License Metric of “Enterprise Employee”.

c. UPK Developer. UPK Developer is defined as an individual authorized by CPA to use the Software Programs that are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. UPK Developers may create, modify, view and interact with simulations and documentation.

d. UPK Employee. UPK Employee is defined as an active employee of Authorized State Agencies. (note: The value of these applications is determined by the size of the active employee population and not the number of actual users. Therefore, all of the Authorized State Agencies’ active employees must be included when licensing these applications). UPK Employees may view and interact with simulations and documentation but may not create or modify simulations or documentation.

e. UPK Module. UPK Module is defined as the functional software component described in the product documentation

D.5. Shelving and Unshelving of Software Programs.

a. Current Shelved Software Programs.

i The following previously procured Software Program and associated license quantity is currently the only Shelved Software Program with Oracle.

• Software Program: PeopleSoft Enterprise Learning Management (ELM)

• License Metric: Enterprise Employee

• Quantity Shelved: 80,000.00 ii The Extended Shelving Period currently applies under CPA’s Oracle contract (i.e., ordering document US-GMA-CPQ-1281636, PO 0790). The Shelved Software Program identified in this Part was initially Shelved under the CPA/Oracle Taleo Cloud Services contract, referred to as order 5256965, executed between CPA and Oracle on February 27, 2015.

iii As of the issuance date of this RFO, CPA does not anticipate unshelving the Software Program in the future.

b. Extended Shelving Period. The Extended Shelving Period for Shelved Software Programs shall commence as of the date specified for such Shelved Software Programs until: (1) CPA’s resumption of use of a specific Shelved Software Program and associated license quantities, or (2) CPA’s non-compliance of a Shelved Software Program as described in this Part. During the Extended Shelving Period, CPA will:

RFO #304-27-0790MS: Oracle PeopleSoft Licensed Software and Software Support Services Page 12 of 49 i not use the Shelved Software Programs and associated license quantities for any purposes other than read-only access to historical archived data, ii not receive or use the benefit of any direct or indirect Oracle technical support in any manner, including but not limited to updates, patches, fixes, accessing historical archived data, phone support, or on-line support accessible through a web browser or other connectivity tool, for the Shelved Software Programs, and iii continue to maintain Oracle technical support for CPA’s remaining on premise Software Programs (i.e., the Software Program licenses which have not been shelved under the Contract resulting from this RFO) contained in the same license set as the Shelved Software Programs (i.e., the “Non-Shelved Software Programs).

c. Non-Compliance of Extended Shelving Period. Upon the date that CPA first fails to meet any of the requirements regarding the Extended Shelving Period, the Extended Shelving Period shall end and the specific Shelved Software Programs and associated license quantity for which CPA resumed use will be reinstated.

d. Unshelving of Shelved Software Programs.

i Except as provided in the “Non-Compliance” provision of this Part, CPA may resume use of any of the Shelved Software Programs in accordance with the Contract that results from this RFO, and Oracle technical support will be reinstated for the specific Unshelved Software Program and the associated license quantity at the then annual rate currently in effect under the Contract that results from this RFO, provided that CPA provides Oracle with prior written notice of CPA’s intention to resume use of any of the Shelved Software Programs. CPA shall not be charged for any back support fees related to unshelving the identified Shelved Software Program(s).

ii If CPA does not pay the applicable technical support fees in accordance with the preceding Part, then

(1) CPA will be deemed in non-compliance with the terms, and (2) the terms specified for “Non- Compliance” will apply regarding the specific Unshelved Software Program.

iii For clarification purposes, CPA may Unshelve any of the Shelved Software Programs individually for any specific quantity of licenses, and at any time, needed to resume use.

iv CPA will not be required to (1) Unshelve all Shelved Software Programs and/or all quantity of licenses all at one time, and (2) pay all annual technical support fees that may have been unpaid and/or skipped for the timeframe regarding the Shelved Software Programs.

e. Additional Software Program Licenses. In the event CPA requires additional Software Program licenses for one or more of the Shelved Software Programs, CPA must first Unshelve the required number of licenses of the specific Shelved Software Programs, up to the total number of licenses Shelved, in accordance with the “Unshelving of Shelved Software Programs” provision in this Part. CPA may not procure additional licenses for a Shelved Software Program until all quantities of the specific Shelved Software Program licenses have been Unshelved.

f. Attestation of Shelved Software Programs. As may be required and requested by Oracle, CPA will attest at the commencement of the Extended Shelving Period, and annually thereafter during the Extended Shelving Period as applicable, that the Shelved Software Programs and specific quantity of licenses are and remain unsupported and unused in accordance with this Extended Shelving Period provisions.

D.6. Territory. The Software Programs must be hosted or installed on hardware physically located in the United States;

however, access to utilize the Software Programs may be made available for worldwide use (i.e., user access to the Software Programs may be made available via a secure URL), subject to U.S. export laws.

D.7. Delivery and Installation. CPA is responsible for installation of the Software Programs and will download any new Software Programs electronically directly from Oracle.

D.8. Business Operations Transfer (Outsourcing). Notwithstanding any other provision specified in this RFO, an Authorized State Agency may contract with a facilities management firm (“Outsourcer”) to operate the Software Programs on behalf of the Authorized State Agency, provided that such operation is either on the Authorized State Agency’s hardware and operating system or the same or comparable hardware and operating system at Outsourcer’s site, and provided further the following:

(1) Authorized State Agency hereby assumes all responsibility for the confidentiality of all confidential information and protection of Oracle’s proprietary rights, RFO #304-27-0790MS: Oracle PeopleSoft Licensed Software and Software Support Services Page 13 of 49

(2) The Authorized State Agency shall give Oracle and CPA written notice of all Software Programs to be managed by Outsourcer at the same time as entering into such a contract,

(3) The Authorized State Agency assumes all liability for the delivery the Software Programs to Outsourcer’s site and return of the Software Programs to the Authorized State Agency’s site upon the end of the Outsourcer’s contract, and

(4) In no event shall Outsourcer be allowed to copy the Software Programs or be granted general development use access to the Software Programs except as specified herein.

D.9. License Grant.

a. Successful Respondent acknowledges that CPA is an agency of the State of Texas and CPA’s business operations include any activities consistent with its statutory authority.

b. Under any Contract resulting from this RFO, Successful Respondent must grant CPA a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, universal license to the IP rights for the purposes of (1) using, displaying and performing the Licensed Software in connection with CPA’s network and Authorized State Agencies’; (2) using, displaying and performing the Licensed Software in connection with backup and disaster recovery procedures in the event of destruction or corruption of the Licensed Software or disasters or emergencies which require CPA, any of its Affiliates, or Authorized State Agencies to initiate disaster recovery procedures; (3) using one copy of the Licensed Software for test and development purposes in a non-production environment; and (4) making, reproducing and distributing the Licensed Software copies and related Documentation to or Authorized State Agencies, either electronically or otherwise, to fully utilize the license rights granted in (1), (2), and (3). CPA shall not permit any Licensed Software to be used by any other person, except for employees, or Authorized State Agencies, agents, consultants, outsourcing companies and contractors who need to use the Licensed Software in the performance of their duties for CPA and who are authorized and enabled by CPA, under CPA’s written agreement, to access and utilize the Licensed Software. Successful Respondent acknowledges that CPA is an agency of the State of Texas and CPA’s business purposes include any activities consistent with its statutory authority, including, but not limited, to those granted under Chapter 2101 of the Texas Government Code.

c. For disaster recovery purposes, Successful Respondent shall grant CPA the right to install the Licensed Software on equivalent capacity equipment that is located at an installation site that is (a) owned or controlled by CPA or (b) owned or controlled by a third party with which CPA has contracted to provide disaster recovery services. The use of disaster recovery copies shall be limited (a) for the purpose of conducting disaster recovery testing and (b) during any period subsequent to the occurrence of an actual disaster or other event during which CPA is unable to operate the Licensed Software on the hardware located at its designated primary site. Successful Respondent must provide temporary licenses, passwords, and any other items or devices that are necessary to enable CPA to conduct, at CPA’s sole discretion, two

(2) Hot Site Tests per fiscal year on equivalent capacity equipment (a) owned or controlled by CPA or (b) owned or controlled by a third party with which CPA has contracted to provide disaster recovery services.

D.10. Software Technical Support Services.

a. General.

(1) As published by Oracle and as applicable, Oracle’s Software Technical Support Policies currently in effect shall apply to the Software Programs specified in this RFO. At a minimum, the Support specified in this Section shall apply. To the extent there is a conflict between the Oracle’s Software Support Policies and the Contract resulting from this RFO, the Contract shall prevail.

(2) CPA and the limited Authorized State agencies (i.e., the CAPPS Hub-Agencies identified in this RFO) shall have direct access to Oracle for Support needs and shall have individual Oracle CSI numbers for tracking purposes.

(3) In order to receive Support directly from Oracle, designated technical contacts from CPA and the limited Authorized State agencies will access the Support via “My Oracle Support” which is Oracle’s current website for Support needs.

b. Software Update License and Support (SULS). Software Update License & Support Program releases in the Premier Support phase of Oracle’s product support lifecycle will receive Software Update License & Support.

At a minimum, Software Update License & Support will consist of the following:

(1) Software Enhancement/Releases, RFO #304-27-0790MS: Oracle PeopleSoft Licensed Software and Software Support Services Page 14 of 49

(2) Software Patch/Fixes,

(3) Software Updates,

(4) Software Upgrades,

(5) Assistance with service requests 24 hours per day, 7 days a week, 365 days per year throughout the Contract Term, and

(6) Access to “My Oracle Support,” including the ability to log service requests online.

c. Customer Support Identifier (CSI). Successful Respondent shall continue to utilize CPA’s assigned unique CSI number, as well as the other additional CSI numbers assigned by CPA during the term of the resulting Contract. The total number of additional CSI numbers shall not exceed twenty (20), under the Contract that results from this RFO.

D.11. Licensed Software Documentation. Successful Respondent must provide to CPA at least one (1) copy of the Licensed Software Documentation via online or hardcopy for each of the Licensed Software provided. Successful Respondent must provide CPA either (1) written approval which authorizes CPA to make additional copies of the Documentation at no charge or (2) access to additional copies of the Documentation at no charge. CPA will restrict distribution of Documentation to those users with a “Need to Know” classification. CPA shall not remove, deface, or otherwise obscure any copyright, patent, trademark, service mark, or other proprietary legend (Proprietary Legends) on the Licensed Software or the Documentation. Furthermore, CPA shall include such Proprietary Legends in any reproductions of either the Licensed Software or the Documentation that CPA is permitted to make.

D.12. CPA Data Security Terms.

D.12.1 CPA Data Safeguard Standards.

a. Defined Terms. The term “CPA Data” refers to CPA’s information as well as other entity information in the possession of CPA that is processed, stored, or transmitted by a computer. CPA Data includes all data that is generated by Successful Respondent in performance of a contract with CPA. The term “CPA Information System” refers to those devices, software, networks and related infrastructure that CPA owns, operates or has obtained for use to conduct CPA business. Devices include, but are not limited to, CPA-owned or managed storage, processing, and communications devices, as well as personally owned devices.

b. Access to CPA Data. Successful Respondent represents and warrants that it will implement, maintain, and use appropriate administrative, technical, and physical safeguards to preserve the confidentiality, integrity, and availability of CPA Data. Successful Respondent will not collect, access, use, disclose, or retain CPA Data other than as necessary to perform the services specified in a contract resulting from this solicitation or as otherwise authorized in writing by CPA. Successful Respondent will restrict access to CPA Data to only those personnel who must have the information on a “need to know” basis. Successful Respondent will not use CPA Data, or any information derived from CPA Data, for its own benefit or the benefit of any other person or entity. Successful Respondent will not share CPA Data with its parent company or other affiliate without CPA’s express written consent. If communications with Contractor necessitate the access or use of confidential Comptroller information, upon Comptroller’s written consent, Contractor shall require each individual who will require access to or may be exposed to Comptroller’s confidential information to sign the Confidential Treatment of Information Acknowledgment (CTIA) form (Section IX).

c. Web-Based Remote Access to CPA Information Systems. Successful Respondent may use third-party web-based remote access connections to CPA Information Systems to provide support services under the following conditions:

1. CPA shall affirmatively initiate and accept Successful Respondent’s connections to CPA Information Systems.

2. CPA shall monitor Successful Respondent’s connections to CPA Information Systems for the duration of the

Services.

3. CPA shall terminate Successful Respondent’s connections to CPA Information Systems upon completion of the

Services.

d. Reserved.

e. Reserved.

f. Location of CPA Data. Successful Respondent shall ensure that CPA Data (i.e., primary and backup) remains, at all times, within the continental United States. Successful Respondent shall receive, process, transmit, and store all CPA Data within the continental United States. Successful Respondent’s point of access to CPA Data shall be within the continental United States.

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g. Encryption Standards.

1. Successful Respondent shall encrypt CPA Data in transit and at rest. Data in transit means data is moving via email, in applications, or through browsers and other web connections. Data at rest (including data backups) means data is stored in databases, the cloud, removable media, or mobile devices.

2. Successful Respondent shall utilize encryption standards that are FIPS 140-2 compliant or, upon the written approval of CPA’s Chief Information Security Officer, shall meet the intent of the standards as described in FIPS 140-2.

3. The minimum cryptographic algorithm used by Successful Respondent must be Advanced Encryption Standard (AES) 128 or higher (256 AES is preferred).

4. Successful Respondent shall encrypt CPA Data transmitted over a public or private network. CPA approved data encryption transmission protocols include the following: (1) SFTP (FTP over SSH), (2) FTPS (FTP over TLS),

(3) HTTPS (HTTP over TLS), and (4) virtual private network.

h. Reserved.

i. Auditable Information Security Framework. Successful Respondent shall secure its own and its third-party service providers’ systems (e.g., IT service provider, Cloud Service Provider) in a manner consistent with an auditable information security framework e.g., National Institute of Standards and Technology (NIST), International Organization for Standardization (ISO) 27001. In its response to this solicitation, Successful Respondent shall disclose its adopted information security framework.

j. Defects and Vulnerabilities. Upon Contract award and during the term of the Contract, Successful Respondent shall provide CPA with prompt, written notice upon Successful Respondent’s discovery of any product defects and vulnerabilities of the proposed Licensed System/Software/Solution that allow an attacker to violate an explicit (or implicit) security policy to achieve some impact or consequence. Examples of vulnerabilities include defects that allow intruders to gain increased levels of access or interfere with the normal operations of information systems.

Vulnerabilities caused by insecure configurations, design choices, and changing environmental conditions are additional examples.

k. Supply Chain Risk Management. Successful Respondent shall provide CPA’s Contract Manager a description of how it manages supply chain risks. Specifically, Successful Respondent shall describe its established agreements and procedures with entities involved in the supply chain for the notification of supply chain risks, compromises, and the result of assessments or audits. During the term of the contract, Successful Respondent shall provide CPA’s Contract Manager prompt, written notice of supply chain risks that impact the delivery of the products and services of the Contract. Examples of supply chain risks include supplier financial failure, production control/product quality, market supply and demand, labor disputes/shortages, cybersecurity threats, natural disasters. Successful Respondent shall notify CPA of a supply chain compromise and potential compromise in accordance with the Section I, Part G (Security Incident Notification).

l. Independent Information Security Assessment. If Successful Respondent has access to a CPA Information System or receives, processes, transmits, or stores CPA Data, then Successful Respondent shall provide CPA’s Contract Manager with its most recent information security assessment conducted by an independent third-party (e.g., SSAE-18 SOC 2 Type II, ISO 27002) upon Contract award and annually thirty (30) days prior to the anniversary of the Contract award date thereafter. CPA, in its sole discretion, may conduct a security assessment of any information system holding CPA Data or connected to a CPA Information System. CPA’s security assessment may consist of a review of the following:

(i) independent third-party assessment(s) contracted by Successful Respondent (e.g., SSAE-18 SOC 2 Type II, ISO 27002) and (ii) Successful Respondent’s System Security Plan.

m. Media Sanitization. Successful Respondent shall sanitize information system media, both digital and non-digital, in accordance with NIST Special Publication 800-88 (Guidelines for Media Sanitization) when CPA Data in the custody of Successful Respondent is no longer required to be retained by contract with CPA. Successful Respondent must maintain a record documenting each sanitization procedure that, at a minimum, includes the following information:

(i) date sanitization completed, (ii) description of the item(s), serial number(s), inventory control number(s), if applicable, and (iii) sanitization method used. No later than sixty (60) calendar days from contract expiration or termination or as otherwise specified in the Contract, Successful Respondent must either (i) complete the sanitization and submit via email to the CPA Contract Manager all sanitization documentation or (ii) submit a written statement via email to the CPA Contract Manager explaining the reason that destruction of CPA Data by Successful Respondent is technically impossible or impractical. Successful Respondent’s obligations set forth in this clause survive the termination or expiration of the contract as long as Successful Respondent retains CPA Data.

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n. Third-Party Service Providers. It is Successful Respondent’s sole responsibility to ensure that its access and the access Successful Respondent grants to its service providers to CPA Data or CPA Information Systems does not result in unauthorized access to CPA Data or CPA Information Systems.

o. Reserved.

p. Reserved.

q. Reserved.

r. Prohibited Technology. Successful Respondent shall not use covered applications or prohibited technologies in its technology solutions or services provided to Comptroller. In addition, Successful Respondent represents and warrants that its system, software, components, and services do not use the covered applications or prohibited technologies listed on the Department of Information Resources (DIR) Covered Applications and Prohibited Technologies website.

s. Use of Artificial Intelligence. Successful Respondent shall comply with all federal and state laws and regulations for artificial intelligence. Successful Respondent shall implement and maintain the following.

i. Transparency. Disclose the artificial intelligence (AI) that Successful Respondent embeds in its technology products and services and provide detailed information on the purpose of the AI, the specific AI model(s) in use, if the AI uses CPA data to train AI model(s), the configuration settings and options to disable or opt out of using the AI.

ii. Artificial Intelligence Inventory. Successful Respondent shall implement and maintain an inventory of the AI used in Successful Respondent’s solution, software, system components, and services provided to Comptroller. Comptroller is required to report an inventory of artificial intelligence in biennial statutorily required reports and Successful Respondent shall support Comptroller’s compliance by providing the inventory information upon Comptroller’s written request.

iii. Monitoring. Successful Respondent shall monitor AI for query attacks, malicious inputs, and…