OSAC Process Improvement, Change Management and Analysis

OSAC Process Improvement, Change Management and Analysis Page 1 of 34 State of Oregon Office of Student Access and Completion (OSAC) Process Improvement, Change Management and Analysis Intermediate Request for Proposal HECC Reference # 25-208 OregonBuys # S-52500-00016224 Closing Date: March 26, 2026 at 3:00 PM Pacific Time Single Point of Contact (SPC): Shannon Ziglinski shannon.ziglinski@hecc.oregon.gov HECC #25-208 1. INTRODUCTION The State of Oregon, acting by and through the Higher Education Coordinating Commission (HECC), is issuing this Request for Proposals (RFP) for an expert consultant to advise HECC regarding three essential components: 1) process improvement for its Office of Student Access and Completion (OSAC), and 2) analysis of current fund management practices and capacity. HECC anticipates the award of one Contract from this RFP. The initial term of the Contract is anticipated to expire April 5, 2027. HECC reserves the right to extend the contract up to one additional year and to award more than one Contract if it is HECC’s best interest. HECC reserves the right to amend the resulting Contract(s) for related services and time as HECC determines necessary. HECC is conducting this intermediate solicitation under the authority of OAR 125-246- 0170(2)(c)(C). The estimated budget for this work is under $250,000; this program is funded 100% with state funds. 2. BACKGROUND The state, federal, and private-funded financial aid programs described here are administered by the HECC Office of Student Access and Completion (OSAC). OSAC is responsible for the administration of state financial aid and access programs, including budget recommendations, fiscal management, policy, and awarding of financial aid to Oregon students at private and public institutions statewide. 3. SCOPE OF WORK The Successful Proposer will provide HECC with facilitation and training on process improvement for OSAC’s workflow processes, as well as analyze current state processes and provide recommendations for alignment across the office and improvement. Specifically, OSAC is looking for the successful proposer to: 1) Develop process documentation to guide how staff move through the work. Currently, there is discrepancy between how staff approach the same work, and several staff have left the agency or changed positions recently. The end result of this work would be development of Standard Operational Processes (SOP’s). 2) Develop documentation showing when and how OSAC staff should intersect with other offices at HECC, especially within operations. 3) Identification and recommendation on how to improve processes, especially those that exist only because of the current IT systems. 4) Identify opportunities for efficiency that could be created through future modernization efforts. 5) Analysis of current fund management practices and capacity of team to develop different projections of funds based on different award scenarios. Recommendations should include guidance on how to develop strong fund HECC #25-208 reconciliation practices and developing tools for fund projections that staff can modify based on a variety of data inputs. 6) Develop process improvement implementation plan and facilitate prioritization of recommendations. For all of above, OSAC would like recommendations to be informed by the national landscape (what other states are doing) and best-practice recommendations. 4. PROPOSED STATEMENT OF WORK The below proposed Statement of Work is an example of what HECC thinks it may want. Proposer should use their experience and expertise to propose how the work shall progress, including the number, frequency, and content of the meetings. Information Gathering The Successful Proposer will first host a kick-off meeting with HECC’s staff to better understand the existing processes and needs. This meeting with HECC staff can be in- person or virtual, as the parties mutually agree. The Successful Proposer will then gather additional information from conducting interviews with key partners (HECC staff.) as well as completing background research on both HECC (review of relevant laws and OARs) and national trends for the OSAC program. HECC prefers the Successful Proposer to identify equivalent processes for public grants and scholarships in other comparable markets. Process Improvement The Successful Proposer will facilitate training in process improvement methodologies and work in collaboration with internal change management resource to deliver trainings. These meetings with HECC staff can be in-person or virtual, as the parties mutually agree. Analysis of Fund Management The Successful Proposer will use the gathered information collected and apply its own expertise to make interim suggestions to HECC for options of fund management practices and capacity of team to develop different projections of funds based on different award scenarios. After receiving feedback from HECC and incorporating any HECC recommendations, the Successful Proposer may need to conduct further research to incorporate into final recommendations and presentation as described below. Final Report and Presentation Final recommendations will be delivered both as a written report (Final Report) and a presentation to both staff and management (Final Presentation). The Final Presentation will be virtual or in-person as HECC determines in its sole discretion. The report could consist of an opening analysis, chapters that cover the process documentation for each respective team, a chapter related to analysis of fund management recommendations, and a final chapter that compares current state solutions HECC #25-208 to prospective future opportunities that may be available with the modernization of our IT systems. All deliverables shall be completed no later than April 5, 2027. 5. PROPOSAL SUBMISSION Proposals must be submitted through the state’s procurement system, OregonBuys— HECC cannot accept proposals by any other means. Proposals are due no later than 3:00 PM Pacific Time on March 26, 2026. You must be registered in OregonBuys to submit a proposal, so do not wait until the last minute to submit a proposal! OregonBuys registration is free by clicking the blue “Register” button on the top right corner of the following webpage: https://oregonbuys.gov/bso/. All attachments to proposals uploaded and submitted through OregonBuys must be Microsoft Word compatible or searchable Adobe format. 6. 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. A. Proposal Certification Sheet The Proposer shall complete and submit the Proposer Information and Certification Sheet (Attachment A). B. Introduction to Proposer and Proposer’s Relevant Experience Describe Proposer. Describe the firm. How long has it been in business? From which locations will the services be performed? How does Proposer support diversity, equity, and inclusion in general and/or for this Project specifically? The Proposal must contain information that clearly demonstrates that Proposer has a minimum of three years of professional experience within the past five years , successfully providing services that are comparable to those described in this RFP. Proposals must contain a discussion that describes the experience Proposer has working with a government entity. Proposals should contain a discussion on Proposer’s ability to successfully complete the Project on time and within budget. C. Proposer’s Implementation Plan The Proposer shall describe how they intend to do the work. The description should include: HECC #25-208

• Proposer’s knowledge and understanding of the Project.
• The approach that Proposer will take in performing the work described in this

solicitation document; must include a sample timeline and proposed schedule. D. Key Person Experience and Resumes The Proposer should include the resumes of all key staff to perform the Services. E. Cost Proposal For each activity described in the Statement of Work, the cost proposal must include identifiable costs, time estimates for completing each activity, and a summary of all proposed costs pertaining to each deliverable listed in accordance with the itemized activity. Cost proposals should be stated on a fixed fee, per-task basis. 7. EVALUATION Proposals shall be evaluated on the following criteria: Experience (30% of total points)

• How well has the Proposer demonstrated experience and capability to provide

this type of consultant work?

• Do the key staff Proposer intends to use for this Project have sufficient and

relevant experience to complete the Project? Resources (15% of total points)

• How well does the Proposer demonstrate they have the resources to

successfully provide the Services described in this solicitation document in the timeframe required by HECC? Project Approach (30% of total points)

• How well does the Proposer clearly and concisely describe their intended

approach to performing the work described in this solicitation?

• How well does the Project Approach demonstrate an understanding of the

project requirements?

• Does the Proposer offer any new or enhanced ideas to add value to the work

described in this solicitation? Cost Proposal (15% of total points)

• How clearly and concisely does the Proposer convey the cost per task and

deliverable?

• How well do the proposed costs align with the Proposer’s Project Approach?

HECC #25-208

• What is the overall cost?

Public Information/Past Performance (10% of total points)

• Publicly available information may be used to evaluate Proposers.
• Past performance may be used to evaluate Proposers.

After an initial evaluation session, HECC may ask leading Proposers for interviews. 8. SUCCESSFUL PROPOSER REQUIREMENTS A. Insurance Prior to execution of the Contract, the apparent successful Proposer shall secure and demonstrate to HECC proof of commercial general liability insurance coverage in the amounts of $1,000,000 per occurrence and $2,000,000 annual aggregate, unless otherwise negotiated. Policies can usually be obtained for short-term durations for relatively low cost—please consult an insurance broker if you do not already carry the above-described insurance. B. Taxpayer Identification Number The apparent successful Proposer shall provide its Taxpayer Identification Number on a completed W-9 form (which can be found here: https://www.irs.gov/pub/irs-pdf/fw9.pdf). The apparent successful Proposer must provide its backup withholding status on the W- 9 form if either of the following applies:

• When requested by HECC (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. HECC will not make any payment until HECC has a properly completed W-9. C. 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. 9. ADDITIONAL INFORMATION A. Governing Laws This RFP is governed by the laws of the State of Oregon. Venue for any administrative HECC #25-208 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. B. Ownership All Proposals submitted in response to this RFP become the Property of HECC. By submitting a Proposal in response to this RFP, Proposer grants the State a non- exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide 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. C. Cost of Submitting Material 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, or costs to participate in demonstrations. D. Statewide E-waste 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. E. 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) F. 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. HECC #25-208 ATTACHMENT A — PROPOSAL CERTIFICATION SHEET Legal Name of Proposer Address: City, State, Zip: State of Incorporation: Entity Type: Contact Name: Telephone: Email: Any individual signing below hereby certifies they are an authorized representative of Proposer and that: 1. If awarded a Contract, Proposer agrees to perform the scope of work and meet the performance standards set forth in the final negotiated scope of work of the resulting Contract. 2. I have knowledge regarding Proposer’s payment of taxes and by signing below I hereby certify that, to the best of my knowledge, Proposer is not in violation of any tax laws of the state or a political subdivision of the state, including, without limitation, ORS 305.620 and ORS chapters 316, 317 and 318. 3. Proposer does not discriminate in its employment practices with regard to race, creed, age, religious affiliation, gender, disability, sexual orientation, national origin. When awarding subcontracts, Proposer does not discriminate against any business certified under ORS 200.055 as a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a business that a service-disabled veteran owns or an emerging small business. If applicable, Proposer has, or will have prior to contract execution, a written policy and practice, that meets the requirements described in ORS 279A.112, of preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class. HECC may not enter into a contract with an anticipated contract price of $150,000 or more with a Proposer that does not certify it has such a policy and practice. See https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx for additional information and sample policy template. 4. Proposer and Proposer’s employees, agents, and subcontractors are not included on: A. the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf., or B. the government-wide exclusions lists in the System for Award Management found at: https://www.sam.gov/SAM 5. Proposer certifies that, to the best of its knowledge, there exists no actual or potential conflict between the business or economic interests of Proposer, its employees, or its agents, on the one hand, and the business or economic interests of the State, on the other hand, arising out of, or relating in any way to, the subject matter of the RFP. If any changes occur with respect to Proposer’s status regarding conflict of interest, Proposer shall promptly notify the State in writing. HECC #25-208 6. Proposer certifies that all contents of the Proposal (including any other forms or documentation, if required under this RFP) and this Proposal Certification Sheet are truthful and accurate and have been prepared independently from all other Proposers, and without collusion, fraud, or other dishonesty. 7. Proposer understands that any statement or representation it makes, in response to this RFP, if determined to be false or fraudulent, a misrepresentation, or inaccurate because of the omission of material information could result in a "claim" (as defined by the Oregon False Claims Act, ORS 180.750(1)), made under Contract being a "false claim" (ORS 180.750(2)) subject to the Oregon False Claims Act, ORS 180.750 to 180.785, and to any liabilities or penalties associated with the making of a false claim under that Act. 8. Proposer certifies it will comply with the Pay Equity law, ORS 652.220, if applicable. 9. Proposer is registered in the State’s electronic procurement system, OregonBuys, found here: https://oregonbuys.gov/bso/. (Registration is free by clicking the blue “Register” button on the top right corner of the webpage.) Authorized Signature Date (Printed Name and Title) HECC #25-208 ATTACHMENT B — SAMPLE AGREEMENT Informational Cover Page - Contract THIS PAGE IS NOT PART OF THE CONTRACT Agreement No. 25-208 OregonBuys PO-XXXXX-XXX AGREEMENT INFORMATION Project Title: Office of Student Access and Completion (OSAC) Process Improvement, Change Management and Analysis Effective Date: Upon Execution Expiration Date: April 5, 2027 Contract Amount: $Dollar Amount Funding Source: Funding Source VENDOR INFORMATION Vendor: Vendor Address: Street Address City, State, Zip Project Contact: Project Contact Phone: Phone Number Email: Click or tap here to enter text. Fiscal Contact: Fiscal Contact Phone: Phone Number Email: E-mail HECC INFORMATION Contract Administrator: Contract Administrator Phone: Phone Number Email: E-mail Procurement Contact: Procurement Staff Phone: Phone Number Email: E-mail HECC #25-208 STATE OF OREGON CONTRACT FOR SERVICES This Contract for Services (this “Contract”) is between the State of Oregon (“State”) acting through its Higher Education Coordinating Commission ("HECC"), and Contractor ("Contractor") and is effective as of the Effective Date. Contractor’s Contract Administrator for this Contract is: Contractor Contract Administrator Street Address City, State Zip Phone: Phone Number Email: E-mail HECC’s Contract Administrator for this Contract is: HECC Contract Administrator 3225 25th Street SE Salem, OR 97302 Phone: Phone Number Email: E-mail Either party may change its Contract Administrator by providing the other notice in compliance with Section 17.6 of this Contract. 1. CONTRACT TERM. The “Effective Date” of this Contract is the date this Contract has been fully executed by each party and, approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on Expiration Date. The termination of this Contract will not extinguish or prejudice HECC’s right to enforce this Contract with respect to any default by Contractor that has not been cured. 2. CONTRACT DOCUMENTS. This Contract consists of the following documents, which are listed in descending order of precedence:

• This contract less all exhibits;
• Exhibit A (Statement of Work); and
• Exhibit B (Required Insurance).

The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference. 3. SERVICES. 3.1. Performance of Services. Contractor shall perform the services (the “Services”) and deliver to HECC the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Deliverables and Services. Contractor shall perform the Services in accordance with the terms and conditions of this Contract. HECC #25-208 3.2. Submission and Acceptance of Deliverables. When the Statement of Work requires Contractor to deliver Deliverables to HECC, then Contractor shall deliver Deliverables that comply with the requirements and acceptance criteria set forth in the Statement of Work. 3.3. Rejection of Deliverables; Corrections. If HECC determines that a Deliverable(s) does not have the characteristics or otherwise meet the acceptance criteria set forth in the Statement of Work in all material respects, HECC will notify Contractor in writing of HECC’s rejection of the Deliverable(s), and describe in reasonable detail in such notice HECC’s basis for rejection of the Deliverable(s). Upon receipt of notice of non-acceptance, Contractor shall, within a 15 business day period, modify or improve the Deliverable(s) at Contractor’s sole expense so that the Deliverable(s) has the characteristics described in the Statement of Work and meets, in all material respects, the acceptance criteria, and notify HECC in writing that it has completed such modifications or improvements and re-tender the Deliverable(s) to HECC. Failure of the Deliverables to have the characteristics or meet in all material respects the acceptance criteria set forth in the Statement of Work after the second submission will constitute a default by Contractor. In the event of such default, HECC may either, (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverables as set forth in this Section, or (ii) notify Contractor of such default and pursue its remedies for default provided for by law or the terms of this Contract. 4. COMPENSATION. 4.1. Fixed Fee. HECC shall pay Contractor a fixed fee upon receipt and acceptance of Contractor’s invoice for each completed Task as described in Exhibit A - Statement of Work. 4.2. Not-to-Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $Amount. HECC 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. 4.3. Method of Compensation. Contract performance shall be based on the tasks and deliverables described herein. Contractor shall invoice HECC based on work completed. All work must be performed to the satisfaction of HECC prior to release of payment for services. 4.4. Payments. Payments, including interim payments, to Contractor are subject to ORS 293.462, will be made only for completed and accepted Deliverables and Services, and will be made in accordance with the payment schedule and requirements set forth in Exhibit A - Statement of Work. 4.5. Invoices. Contractor shall submit invoices in accordance with the payment schedule set forth in Exhibit A - Statement of Work or, if no payment schedule is set forth therein, then no more frequently than once per month for accepted Deliverables and Services; regardless, any payments due shall be invoiced within 45 days of performance of the services or delivery of the goods. To be processed for payment, Contractor’s invoice(s) must include the following information:

• Invoice date;
• HECC’s Contract number: 25-208;
• OregonBuys PO number:
• HECC’s Contract Administrator;

HECC #25-208

• A detailed description of all Services performed, including

o the dates Contractor performed the Services for which it is requesting payment; and o the total amount due and the payment address. Contractor shall send invoices to HECC.finance@hecc.oregon.gov and the Contract Administrator at <email here> 4.6. Expenses. HECC will not pay or reimburse Contractor or any other third party for any expenses under this Contract other than those listed in Exhibit A – Statement of Work. Reimbursable expense shall not exceed $________ total. Travel expenses, if allowed, must comply with the Oregon Travel Policy found at: http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf] 4.7. Funds Available and Authorized. Contractor will not be compensated for Services performed under this Contract by any agency or department of the State of Oregon other than HECC. HECC believes it has sufficient funds currently available and authorized for expenditure to make payments under this Contract within HECC’s biennial appropriation or limitation. Contractor understands and agrees that HECC’s payments under this Contract are contingent on HECC receiving appropriations, limitations, or other expenditure authority sufficient to allow HECC, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract. 5. CONTRACTOR’S PERSONNEL. 5.1. Key Persons. Contractor acknowledges and agrees that HECC selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's key persons identified in the Statement of Work (each a “Key Person” and, together, “Key Persons”). Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Contract to another Contractor employee, subcontractor or agent without first obtaining the written consent of HECC. Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide HECC with the required expertise, experience, judgment, and personal attention, without first obtaining HECC's written consent to such re-assignment or transfer, which HECC will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that HECC approve a re- assignment or transfer of a Key Person, or if Contractor must replace a Key Person, HECC may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by HECC in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person. 5.2. Payment for Replacement Key Personnel. If HECC is paying Contractor on an hourly or other periodic basis, then Contractor will not charge HECC, and HECC will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties. HECC #25-208 5.3. State Premises. Contractor and Contractor staff shall comply with all policies, rules, procedures, and regulations established by HECC and the State for access to and activities in and around premises controlled by HECC or any other agency of the State. 6. INDEPENDENT CONTRACTOR; RESPONSIBILITY FOR TAXES AND WITHHOLDING. 6.1. Independent Contractor. Contractor shall perform all Services as an independent contractor. HECC reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services; however, HECC may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Services. 6.2. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance of the Services under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from performing the Services under this Contract. 6.3. Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the State of Oregon, as those terms are used in ORS 30.265 or otherwise. 6.4. Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless required by applicable law, HECC will not withhold from such compensation or payments any amount to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual. 7. SUBCONTRACTS, SUCCESSORS, AND ASSIGNMENTS. 7.1. Subcontracts. Contractor shall not enter into any subcontracts for any of the Services required by this Contract without HECC 's prior written consent. In addition to any other provisions HECC may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that HECC will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor. HECC’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract. 7.2. Successors and Assigns. The provisions of this Contract are binding upon and inure to the benefit of the parties to this Contract, their respective successors, and permitted assigns, if any. 7.3. No Assignment. Contractor shall not assign or transfer any of its rights or delegate its obligations under this Contract without HECC’s prior written consent. 8. REPRESENTATIONS AND WARRANTIES. 8.1. Contractor’s General Representations and Warranties. Contractor represents and warrants to HECC that: 8.1.1. Contractor has the power and authority to enter into and perform this Contract; 8.1.2. This Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms; 8.1.3. Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services; HECC #25-208 8.1.4. Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and 8.1.5. Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the Effective Date, faithfully has complied with: 8.1.5.1. All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; 8.1.5.2. Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; 8.1.5.3. Any tax provisions imposed by a political subdivision of this State that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; 8.1.5.4. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions; and 8.1.6. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State. 8.1.7. If Contractor creates any Work Product intended or anticipated by the parties to be posted as web content or through mobile applications, Contractor will ensure the Work Product complies with Web Content Accessibility Guidelines, Version 2.2 Level AA accessibility standards and the Federal Section 508 of the Rehabilitation Act (29 U.S.C. § 794d). 8.2. Contractor’s Performance Warranties. 8.2.1. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade or profession; 8.2.2. The Services and each Deliverables delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards or requirements set forth in this Contract; 8.2.3. Except as otherwise provided in this Contract (including Section 9), Contractor shall transfer all Deliverables to HECC free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind; and 8.2.4. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or HECC and no third party has any right, title or interest in any Deliverables supplied to HECC under this Contract. 8.2.5. Contractor shall disclose to HECC any Products and/or Services that it currently employs that utilize artificial intelligence (“AI”) and shall not employ any Products and/or Services that utilize AI in providing the Products and/or Services under this Agreement without prior written authorization from HECC and applicable safeguards. Changes to Contractor’s use of AI will require an amendment to this Agreement. 8.3. Warranties Cumulative. The warranties set forth in Section 8 are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract. 9. OWNERSHIP OF WORK PRODUCT. 9.1. Definitions. As used in this Section 9, and elsewhere in this Contract, the following terms have the meanings set forth below: HECC #25-208 9.1.1. “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Services. 9.1.2. “Third Party Intellectual Property” means any intellectual property owned by parties other than HECC or Contractor. 9.1.3. “Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, 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). 9.2. Original Works. All Work Product created by Contractor pursuant to the Services, including derivative works and compilations of Work Product, and whether or not such Work Product is considered a work made for hire or an employment to invent, is the exclusive property of HECC. HECC and Contractor agree that such Work Product is “work made for hire” of which HECC is the author within the meaning of the United States Copyright Act. If for any reason the Work Product is not “work made for hire,” Contractor hereby irrevocably assigns to HECC any and all of its rights, title, and interest in all Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon HECC’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in HECC. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. 9.3. License in Contractor Intellectual Property. In the event that a Deliverable(s) delivered by Contractor under this Contract is a derivative work based on Contractor Intellectual Property, or is a compilation that includes Contractor Intellectual Property, Contractor hereby grants to HECC an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Contractor Intellectual Property employed in the Deliverables, and to authorize others to do the same on HECC’s behalf. 9.4. License in Third Party Intellectual Property. In the event that a Deliverable(s) delivered by Contractor under this Contract is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Contractor shall secure on HECC’s behalf and in the name of HECC an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Deliverables, and to authorize others to do the same on HECC’s behalf. 9.5. No Rights. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by HECC. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon HECC any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor. 9.6. Marks. Neither party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without prior written consent. Each party grants only the licenses and rights specified in this Contract. HECC #25-208 9.7. Competing Services. Subject to the provisions of this Section 9, and Contractor’s obligations with respect to Confidential Information, including as defined in Section 10, nothing in this Contract precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Contract, or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables delivered pursuant to this Contract. Each party is free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Contract free of any use restriction or payment obligation to the other. 10. CONFIDENTIAL INFORMATION. 10.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to HECC or HECC’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of HECC (“Confidential Information”). Contractor shall, and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by HECC to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than HECC without the obligation of confidentiality, (v) is disclosed with the written consent of HECC, or; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information. 10.2. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to HECC hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist HECC in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise HECC immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with HECC in seeking injunctive or other equitable relief in the name of HECC or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by HECC, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at HECC’s request, Contractor shall deliver to HECC all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing HECC #25-208 and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services. 10.3. Confidentiality Policies. Contractor shall, upon HECC’s request, provide its policies and procedures for safeguarding Confidential Information to HECC for HECC’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs. 10.4. Injunctive Relief. Contractor acknowledges that breach of this Section 10, including disclosure of any Confidential Information, will cause irreparable injury to HECC that is inadequately compensable in damages. Accordingly, HECC may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of HECC and are reasonable in scope and content. 10.5. Publicity. Contractor agrees that it will not disclose the form, content or existence of this Contract or any Deliverable(s) in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with HECC or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by HECC or the State of Oregon of Contractor’s services, without the prior written consent of HECC. 11. INDEMNITY BY CONTRACTOR. 11.1. Claims. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon and HECC and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Contract. 11.2. Legal Counsel. If Contractor is required to defend the State of Oregon or HECC or their officers, employees or agents under Section 11.1, then Contractor shall select legal counsel reasonably acceptable to the Oregon Attorney General to act in the name of, or represent the interests of, the State of Oregon, HECC or their officers, employees and agents. Such legal counsel must accept appointment as a special assistant attorney general under ORS chapter 180 before such action or representation. Further, the State of Oregon, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State of Oregon's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State of Oregon or its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State of Oregon are served thereby. Contractor's obligation to pay for all costs and expenses includes those incurred by the State of Oregon in assuming its own defense or that of its officers, employees, and agents under (i) and (ii) above. 11.3. Damages to State Property and Employees. Contractor is liable for all Claims for personal injury, including death, damage to real property and damage to tangible and intangible personal HECC #25-208 property of the State of Oregon or any of its employees, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this Contract. 11.4. CONTRACTOR IS NOT AUTHORIZED TO SETTLE OR COMPROMISE ANY CLAIM REFERENCED IN THIS SECTION WITHOUT THE EXPRESS WRITTEN CONSENT OF HECC. 12. LIMITATION OF LIABILITIES. 12.1. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO (i) SECTION 10, OR (ii) SECTION 11, CONTRACTOR’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO ONE AND ONE HALF TIMES THE MAXIMUM-NOT-TO-EXCEED AMOUNT OF THIS CONTRACT. 12.2. EXCEPT FOR LIABILITY TO THIRD PERSONS ARISING OUT OF OR RELATED TO (i) SECTION 10, OR (ii) SECTION 11, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST SAVINGS, OR PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES. 13. INSURANCE. Contractor shall maintain insurance as set forth in Exhibit B. 14. DEFAULT; REMEDIES; TERMINATION. 14.1. Default by Contractor. Contractor will be in default under this Contract if: 14.1.1. Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, mak