Questions and Answers~1.pdf

Questions and Answers for RFP # S-DASOBO-00009641 Cost Allocation Financial Analysis Services

QUESTIONS AND ANSWERS

1. Is there a maximum budget for this project?

Agency’s initial estimated budget for this work was lower than what was submitted for several of the prior solicitation’s Price Proposals. Therefore, Agency will be using amounts submitted for this RFP to determine an appropriate budget.

2. What is the difference between this RFP and the RFP the State issued in Fall 2023?

This RFP has some different requirements needed for Proposal submittal, the scoring is different, and Section 2.4 Scope of Work/Specifications has been updated to reflect Agency’s needs. Please be aware that these are not all of the differences between the two RFPs and I encourage potential Proposers to review this RFP carefully to make sure they understand the RFP and comply with all of the requirements of this RFP.

3. Section 2.4.7 - Will the contractor only be recommending a software solution? Should the contractor response include a software solution for implementation as part of this scope of work?

Contractor will only be recommending a software solution.

4. This RFP was initially released and then canceled. Can the agency please provide the reason for cancelation? Did the agency feel vendor responses did not meet the needs of the agency or that vendors did not understand the full scope of work being requested? This will help vendors who responded previously adjust their responses accordingly.

Prior RFP was cancelled because several of the Price Proposals received exceeded Agency’s procurement authority. Some of the responses also did not include all of the work Agency required, or included work that Agency did not ask for. To address this, Section 2.4 Scope of

Work/Specifications has been modified from the previous RFP, so that Agency may receive responses that better correlate to the work they need completed.

5. Does the agency have a budget or a not to exceed amount for this RFP?

Please see answer to question #1.

6. We submitted references for the September RFP. Since this is the same project, can we submit the references we submitted previously?

You may use the same references, but please review Section 3.3.6 References – Attachment

D (Required, Not Scored) to make sure your references are submitted correctly for this RFP.

7. What has DOR budgeted for this project?

Please see answer to question #1.

8. Will vendors be reviewing one fiscal year, one biennium, or more of the financials in this process?

The Agency will be providing the successful vendor with three biennia of revenue and expenditure data.

9. Can DOR provide the audit findings (Pg. 6, Section 2.3.2) that were the precursor to this RFP?

Here is a link to the Legislative Fiscal Office’s (LFO) budget review from 21-23. The top of page 4 has the LFO language about reviewing the Cost Allocation methodology:

https://olis.oregonlegislature.gov/liz/2021R1/Downloads/CommitteeMeetingDocument/2

33924

Here is the link to our current budget bill analysis. Page 5 has the budget note for cost allocation:

https://olis.oregonlegislature.gov/liz/2023R1/Downloads/MeasureAnalysisDocument/81

Please see attached document titled, “Oregon DOR Performance Audit.”

10. Can DOR provide a sample expenditure extract? Vendors may need to change their approach based on what expenditure data will be available.

Please see attached document titled, “Sample Jan 2024 Expenditure Data.” There is a separate tab in the workbook that defines the codes used in the expenditure data.

11. Page 7, Section 2.4.5 mentions a stakeholder meeting. Can you provide some examples of those attending the stakeholder meeting presentation.

Many of the revenue streams the Department of Revenue works with involve external stakeholders such as state agencies, transit districts and counties who have a vested interested in how much they are charged for DOR to collect and disburse the revenue. As such, any changes to the cost allocation methodology and process will need to be communicated to the applicable stakeholders. As an example, DOR charges administrative fees to administer the TriMet Transit District Payroll Tax program and the TriMet Transit

District Self-Employment for the Tri-County Metropolitan Transportation District (TriMet), which includes Clackamas, Multnomah, and Washington counties.

12. Question: Per section 5.4.1 (p. 22) we understand that exceptions to the Sample

Contract will be considered by DASPS during the Questions/Requests period and negotiations after a proposal is submittal will be limited to the items identified at the https://olis.oregonlegislature.gov/liz/2021R1/Downloads/CommitteeMeetingDocument/233924 https://olis.oregonlegislature.gov/liz/2021R1/Downloads/CommitteeMeetingDocument/233924 https://olis.oregonlegislature.gov/liz/2023R1/Downloads/MeasureAnalysisDocument/81077 https://olis.oregonlegislature.gov/liz/2023R1/Downloads/MeasureAnalysisDocument/81077 end of 5.4.1. There are a number of sections of the Sample contract where clarification during negotiation will allow for more commercially reasonable terms, similar to many other DASPS contracts, allowing more vendors to pursue this opportunity as the existing terms will limit competition. Will DASPS consider adding the following terms and conditions to the negotiable terms specified in RFP Section

5.4?

• Services

• Representations and Warranties

• Indemnity and Limitation of Liabilities

• Ownership of Work Product

• Confidential Information

• Insurance

• Compliance with Law

• Time is of the Essence

• Default; Remedies; Termination

DASPS will agree to negotiate Indemnity and Ownership of Work Product. DASPS will not negotiate the other Terms and Conditions listed, including Limitation of Liabilities. Please note that Services, in general, are negotiable as part of the Statement of Work, but not

Section 3 – Services, of the Sample Contract and DASPS may negotiate minor adjustments to the Insurance requirements but see response to question #14.

13. The RFP requests a 2-year term with options to renew up to a cumulative maximum of

5 years.

The sample contract provided has the following provision:

4. Compensation.

4.1. Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is

$***,***.**. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

Can you please confirm if the "Not to Exceed Compensation" amount is for Year 1 of the contract?

During the pre-proposal conference I attended yesterday, it was stated that bidders were to provide a cost for the 7 items listed within section 2.4 Scope of

Work/Specifications but that the DOR may require additional work outside that scope on an hourly basis.

Does the "Not to Exceed Compensation" include only the seven items listed within the

Scope of Work/Specifications?

The not-to-exceed compensation will be based on 2.4.1-2.4.7 of the RFP. If the Agency determines that there is a need for additional work, and the successful Proposer agrees to the additional work, it would be added to the Contract by an Amendment that details out the additional work and compensation.

14. Will the State agree to the proposed changes outlined below to Exhibit B – Required

Insurance of the Attachment A - Sample Contract? These changes are based on what is written in our insurance policies and insurance policies in general and what insurance policies cover and do not cover, our insurances policies cannot be changed.

Oregon’s Department of Administrative Services, Risk Management, establishes expected insurance language for State contracts. Although minor adjustments are occasionally made, significant deviations from the State’s insurance provisions will not be negotiated.

15. Will the State agree to replace Sections 9.2 – 9.3 in its entirety in the Attachment A -

Sample Contract with the below language? We seek to ensure that any aspects of our proprietary software and data are appropriately protected.

DASPS will agree to negotiate Sections 9.2 Original Works. and 9.3 License in Contractor

Intellectual Property.

16. Will the State agree to the proposed edits outlined below to Section 11.1 Claims in the

Attachment A – Sample Agreement? We seek to limit our indemnity obligations to third-party claims and proven direct damages resulting from our negligence or willful misconduct.

DASPS will agree to negotiate Section 11.1 Claims.

17. Will the State agree to the proposed edits outlined below to Section 12.2 in the

Attachment A – Sample Agreement? We seek a complete exclusion of consequential, incidental, special, indirect, and punitive damages.

DASPS will not negotiate Section 12.2 Limitation of Liability.

18. Will the State consider the proposed edits outlined below to Sections 14.1.3 and

14.6.2 in the Attachment A - Sample Agreement? We request at least a 30-day cure period, if a cure is possible, prior to any termination for cause. We believe this would benefit both parties because it would allow Contractor to resolve any issues without the need for termination and it would save the State from re-procurement costs.

DASPS will not negotiate Sections 14.1.3 and 14.6.2.

19. Will the State consider adding the below language to the Attachment A - Sample

Agreement? We have been previously requested by clients to assist in various stages of litigation without any guarantee of payment for those services. This provision is designed to ensure Contractor would receive payment in the event that Contractor provides assistance in unrelated third-party litigation brought against the State, please see the proposed language we would request to be included in any resulting contract.

If Contractor is requested by the Agency to produce Contractor deliverables, documents, records, working papers, or personnel for testimony or interviews with respect to this Contract or any services provided hereunder for any third party matter, litigation or otherwise, then Agency and Contractor shall execute a change order or new services contract for the sole purpose of setting forth any payment and the terms associated with Contractor’s response and related to the reasonable fees of

Contractor in responding. The foregoing does not: (1) diminish or negate Contractor’s obligation to negotiate and defend all cost allocation plans and State mandated cost claims as specifically provided for under this Contract; or (2) apply in the event

Contractor is compelled by subpoena from a third party to provide Contractor deliverables, documents, records, working papers, or personnel for testimony or interviews.

No, DASPS will not add this language.

20. Will the State consider adding the below language to the Sample Agreement? It is our position that we should not have an obligation to audit the State’s data and shall be entitled to assume that data provided by the State is accurate, please see the proposed language we request to be included in any resulting contract.

Contractor shall provide guidance to the Agency in determining the data required.

The Agency represents that all financial and statistical information provided to

Contractor by the Agency, its employees and/or agents is accurate and complete to the best of the Agency’s knowledge. The University further acknowledges and agrees that

Contractor shall be entitled to rely upon the accuracy and completeness of the data to perform the services. The Agency shall provide all such data in a timely manner sufficient to allow Contractor to provide the services. The Contractor shall have no liability to the Agency whatsoever if the Agency provides incomplete or inaccurate data or provides data in an untimely manner.

DASPS will consider this (minus the reference to ‘University’).

21. Will the State consider adding the below language to the Attachment A - Sample

Agreement? It is our understanding that the Contractor will not be engaged to obtain a specific level of recoveries from the cost allocation plan. Rather, it will be hired to develop a plan that meets state and federal requirements and to defend that plan in any negotiation or audit. Similar to a tax attorney, the Contractor cannot be responsible for an audit disallowance because the Contractor has not promised a particular level of claims.

Contractor shall, upon notice of audit, make work papers and other records available to the auditors. Contractor’s sole responsibility under an audit shall be to provide reasonable assistance to the Agency through the audit and to make changes to the work product required as a result of the audit. Contractor shall not be liable for any audit disallowances or any missed or lost revenue associated with, or related to, the

Services, regardless of cause.

DASPS will consider this.

LIST OF ATTACHED Q&A DOCUMENTS

QA Attachment 1: Oregon DOR Performance Audit

QA Attachment 2: Sample Jan 2024 Expenditure Data