NHED SLDS Data Warehouse Mapping to CEDS

Page 1 of 21 STATE OF NEW HAMPSHIRE EDUCATION DEPARTMENT SLDS Data Warehouse Mapping to CEDS RFP 2023-070 The New Hampshire Education Department (NHED) does not discriminate on the basis of race, color, religion, marital status, national/ethnic origin, age, sex, sexual orientation, or disability in its programs, activities, and employment practices. This statement is a reflection of the Department of Education and refers to, but is not limited to, the provisions of the following laws: Title IV, VI and VII of the Civil Rights Act of 1964-race color, national origin, The Age Discrimination in Employment Act of 1967, The Age Discrimination Act of 1975, Title IX of the Education Amendments of 1972 (Title IX)-sex, Section 504 of the Rehabilitation Act of 1973 (Section 504)-disability, The Americans with Disabilities Act of 1990 (ADA)-disability, and NH Law against discrimination (RSA 354-A). Auxiliary aids and services are available upon request to individuals with disabilities. Section 1

– Overview and Schedule A. Executive Summary The Bureau of Educational Statistics within the NHED is seeking a vendor to map its current SLDS (State Longitudinal Data System) data warehouse tables to a new CEDS (Common Educational Data Standards) data warehouse model as well as create the necessary ETL (Extract, Transform, Load) code to extract the data from the old databases to the new CEDS data model. The services will be delivered remotely by the vendor. The vendor should have extensive knowledge of CEDS. Also, the vendor should have substantial prior experience mapping to the CEDS data model and extending it for state specific data. In addition, the vendor should have very strong Microsoft SQL (Standard Query Language), database modeling, SSIS (SQL Server Integration Services), and Microsoft Access skills. B. Schedule The following table provides a Schedule of Events for this RFP through contract finalization and approval. The Agency reserves the right to amend this Schedule at its sole discretion and at any time through a published Addendum. Page 2 of 21 EVENT DATE LOCAL TIME RFP Released to Proposers (Advertisement) 3/06/2023 Proposer Inquiry Period Ends 3/20/2023 4:00 PM Final Agency Responses to Proposer Inquiries 3/24/2023 4:00 PM Proposers Submit Proposals 3/31/2023 4:00 PM Estimated Notification of Selection and Begin Contract Negotiations 4/07/2023 Section 2 - Description of Agency/Program Issuing the Request for Proposals The Bureau of Educational Statistics provides support for the identification, collection, management, and analysis of educational data to ensure that information is accurate, accessible, and supports department and stakeholder goals. The data collected needs to be in compliance with: • The Family Educational Rights and Privacy Act (https://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html) • New Hampshire Privacy Regulation HP1612 (https://www.education.nh.gov/sites/g/files/ehbemt326/files/inline-documents/minimum-standards-privacy.pdf) • ESSA (https://www.ed.gov/essa?src=rn) The Bureau supports program areas within the NHED, outside researchers, and the New Hampshire Legislature by providing data analytics to facilitate research, decision making, and improve educational outcomes. Over the past decade, the DOE’s data needs have shifted dramatically from merely fulfilling various federal and state legislative mandates for reporting to driving the decision-making process at the individual, family, school, state, and federal levels. Improving the quality of the student and district level data for reporting and being responsive to changing education data needs is core to fulfilling the Bureau’s mission. Today the need for an adaptive CEDS data model is crucial in gaining added business insight, providing better access to key information, and facilitating reporting and analysis. Section 3 – Proposed Scope of Work The Bureau of Educational Statistics within the NHED is seeking a vendor to map its current SLDS data warehouse tables to a new CEDS data model as well as create the necessary ETL code to extract the data from the old databases to the new CEDS data model. The vendor should have extensive knowledge in regards to CEDS. In particular, the vendor should have substantial prior experience mapping to the CEDS data model and extending the CEDS data model for state specific data. In addition, the vendor should have very strong Microsoft SQL, database modeling, SSIS, and Microsoft Access skills. • The Department plans to align all SLDS data warehouse elements from approximately 150 tables (many of the tables are lookup tables that just the option sets need to be aligned) with the CEDS data model. If an element from our SLDS data warehouse does not align with the CEDS data model, the vendor will extend the CEDS data model to incorporate it. The mapping should be guided by the Common Education Data Standards found at https://ceds.ed.gov/. • Get all the data from the CEDS model that is needed for Generate and the ETL from the existing Access database used for Edfacts reporting into the Generate Database. • Windows Active directory will be used to maintain security to the new CEDS data model. • DDL script to be used to create the initial CEDS data model that will be completed by DoIT. https://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html https://www.education.nh.gov/sites/g/files/ehbemt326/files/inline-documents/minimum-standards-privacy.pdf https://www.ed.gov/essa?src=rn https://ceds.ed.gov/ Page 3 of 21 • Data dictionary alignment from current SLDS data warehouse to the CEDS data model saved in the Harvest repository (NHED’s version control software). • Establish processes and documentation to ensure proper data flow from the legacy systems to the new model. • Create the ETL and analyze existing processes and data transformations between data collection applications and the SLDS data warehouse. • Assist staff with any transformations needed to transition the new CEDS data model to be the new primary SLDS Reporting to streamline operations. The vendor is to work with staff to initially run the old and new data models in parallel until the transition is completed and verified. • The existing SLDS data warehouse and the new CEDS data model will both be housed on servers maintained by the New Hampshire Department of Information Technology (NHDOIT) and the vendor chosen through this process will work extensively with NHDOIT personnel and the Bureau of Education Statistics personnel. • Deliverables throughout the project o Document all system changes to support end-user knowledge. o Document all the routines and processes used to generate reports and/or data tables and datasets. o Harvest repository used throughout the project for version code. o Participate in the Bureau and NHED meetings to share information as required. o Utilize the State of New Hampshire virtual private network/secure network internet access for communicating with the DOE’s hardware. o Work collaboratively with state information technology developers and database administrators, and other project team members. o Provide the Administrator reports that document the work accomplished and a log of the time spent every two weeks. Section 4 – Process for Submitting a Proposal A. Proposal Submission, Deadline, and Location Instructions Proposals should be submitted in electronic format as a PDF and should not exceed 5 MB in size. Proposals submitted in response to this RFP must be received by the Department of Education no later than the date and time specified in the Schedule section, herein. The proposal shall be considered received based on the timestamp of the email. Proposals submitted in response to this RFP must be received by the New Hampshire Department of Education no later than the time and date specified in the Schedule section, herein. Proposals must be submitted electronically via email to: James.C.Kask@doe.nh.gov. Proposals must be clearly marked as follows: State of New Hampshire Education Department 25 Hall Street, Concord, NH 03301 Response to RFP 2023-070 mailto:James.C.Kask@doe.nh.gov Page 4 of 21 SLDS Data Warehouse Mapping to CEDS Unless waived as a non-material deviation in accordance with Section 6B, late submissions will not be accepted and will be returned to the proposers unopened. Delivery of the Proposals shall be at the Proposer’s expense. The time of receipt shall be considered when a Proposal has been officially documented by the Agency, in accordance with its established policies, as having been received at the location designated above. The Agency accepts no responsibility for mislabeled mail or mail that is not delivered or undeliverable for whatever reason. Any damage that may occur due to shipping shall be the Proposer’s responsibility. All Proposals submitted in response to this RFP must consist of at least: a) One (1) original clearly identified electronic copy of the Proposal in PDF format, including all required attachments. Proposers who are ineligible to bid on proposals, bids or quotes issued by the Department of Administrative Services, Division of Procurement and Support Services pursuant to the provisions of RSA 21-I:11-c shall not be considered eligible for an award under this proposal. B. Proposal Inquiries All inquiries concerning this RFP, including but not limited to, requests for clarifications, questions, and any changes to the RFP, shall be submitted via email to the following RFP designated Points of Contact: TO: James.C.Kask@doe.nh.gov Inquiries must be received by the Agency’s RFP Points of Contact no later than the conclusion of the Proposer Inquiry Period (see Schedule of Events section, herein). Inquiries received later than the conclusion of the Proposer Inquiry Period shall not be considered properly submitted and may not be considered. The Agency intends to issue official responses to properly submitted inquiries on or before the date specified in the Schedule section, herein; however, this date is subject to change at the Agency’s discretion. The Agency may consolidate and/or paraphrase questions for sufficiency and clarity. The Agency may, at its discretion, amend this RFP on its own initiative or in response to issues raised by inquiries, as it deems appropriate. Oral statements, representations, clarifications, or modifications concerning the RFP shall not be binding upon the Agency. Official responses by the Agency will be made only in writing by the process described above. Vendors shall be responsible for reviewing the most updated information related to this RFP before submitting a proposal. C. Restriction of Contact with Agency Employees From the date of release of this RFP until an award is made and announced regarding the selection of mailto:James.C.Kask@doe.nh.gov Page 5 of 21 a Proposer, all communication with personnel employed by or under contract with the Agency regarding this RFP is forbidden unless first approved by the RFP Points of Contact listed in the Proposal Inquiries section, herein. Agency employees have been directed not to hold conferences and/or discussions concerning this RFP with any potential contractor during the selection process, unless otherwise authorized by the RFP Points of Contact. Proposers may be disqualified for violating this restriction on communications. D. Validity of Proposal Proposals must be valid for one hundred and eighty (180) days following the deadline for submission of Proposals in the Schedule of Events, or until the Effective Date of any resulting Contract, whichever is later. Section 5 - Content and Requirements for a Proposal A. General 1. Table of Contents 2. Company Profile/Background/Experience 3. Description detailing your prior experience mapping to the CEDS data model. 4. Description of the services you could provide in mapping an existing SLDS warehouse to a CEDS data model. 5. Description detailing your prior experience with Microsoft SQL (Standard Query Language), database modeling, SSIS (SQL Server Integration Services), and Microsoft Access. 6. Itemized budget of cost per hour times the number of hours of contracted services to be provided (based upon the proposed statement of work) 7. Two References Section 6 – Evaluation of Proposals A. Criteria for Evaluation and Scoring Each responsive Proposal will be evaluated and considered with regard to the following criteria: If the Agency, determines to make an award based on these evaluations, the Agency will notify the selected Proposer(s). Should the Agency be unable to reach agreement with the selected Proposer(s) during Contract discussions, the Agency may then undertake Contract discussions with the next preferred Proposer and so on, or the Agency may reject all proposals, cancel this RFP, or solicit new Proposals under a new acquisition process. The Agency will use a scoring scale of 100 points, a maximum of 20 points awarded based on the Price Proposal, a maximum of 80 points awarded for Qualifications and Experience, which will be distributed as set forth in the table below. CATEGORIES POINTS QUALIFICATIONS AND EXPERIENCE POINTS: 60 Page 6 of 21 • Extensive knowledge of CEDS and substantial prior experience mapping to the CEDS data model and extending the CEDS data model for state specific data. • Very strong Microsoft SQL, database modeling, SSIS skills, and Microsoft Access skills. 20 80 PRICE PROPOSAL POTENTIAL MAXIMUM POINTS 20 TOTAL POTENTIAL MAXIMUM POINTS AWARDED 100 The Agency will select a Proposer based upon the criteria and standards contained in this RFP and from applying the weighting in this section. Oral interviews and reference checks, to the extent they are utilized by the Agency, will be used to refine and finalize scores. B. Planned Evaluations The Agency plans to use the following process: • Initial screening to ensure that the Proposals are in compliance with submission requirements; • Preliminary evaluation of the Proposals; • Oral interviews and Product Demonstrations (if necessary); • Final Evaluation of Technical Proposals and scoring; • Final Evaluation of [other categories] and scoring (If Applicable); • Review of Price Proposals and final scoring; • Select the highest scoring Proposer (s) and begin contract negotiation. C. Initial Screening The Agency will conduct an initial screening step to verify Proposer compliance with the technical submission requirements set forth in the RFP and the minimum content set forth in Section 5 of this RFP. The Agency may waive or offer a limited opportunity to cure immaterial deviations from the RFP requirements if it is determined to be in the best interest of the State. D. Preliminary Technical Scoring of Proposals The Agency will establish an evaluation team to initially score the Technical Proposals. This evaluation team will review the technical proposals and give a preliminary score to the technical proposals under the guidelines set forth in Section 6. Should a Proposer fail to achieve 50 Points in the preliminary scoring, it will receive no further consideration from the evaluation team and the Proposer’s Price Proposal will be returned unopened. Price Proposals will remain sealed during the preliminary technical review. The proposer will be rated on the following technical question: 1) Describe how your prior job experience will help you accomplish the scope of work outlined in Page 7 of 21 Section 3. E. Oral Interviews and Product Demonstrations If the Agency determines that it is appropriate, proposers may be invited to oral interviews and/or product demonstrations including demonstrations of any proposed automated systems or technology components. The Agency retains the sole discretion to determine whether to conduct oral interviews, with which proposers; and the number of interviews. Proposers are advised that the Agency may decide to conduct interviews with less than all responsive proposers. The purpose of oral interviews and product demonstrations is to clarify and expound upon information provided in the written Proposals. Proposers are prohibited from altering the basic substance of their Proposals during the oral interviews and product demonstrations. The Agency may ask the Proposer to provide written clarifications of elements in their Technical Proposal regardless of whether it intends to conduct Oral Interviews. Information gained from oral interviews and product demonstrations will be used to refine technical review scores assigned from the initial review of the Proposals. F. Final Technical Scoring of Proposals Following Oral Interviews, Product Demonstrations, Reference Checks (if appropriate) and/or review of written clarifications of proposals requested by the Agency, the evaluation team will determine a final score for each Technical Proposal. G. Price Proposal Review Price proposals will be reviewed upon completion of the final technical scoring of proposals. The Proposer’s Price Proposal will be allocated a maximum potential score of 20 points. Proposers are advised that this is not a low bid award and that the scoring of the price proposal will be combined with the scoring of the technical proposal to determine the overall highest scoring Proposer. The following formula will be used to assign points for costs: Proposer’s Price Score = (Lowest Proposed Price / Proposer’s Proposed Price) x Number of Points for Score For the purpose of use of this formula, the lowest proposed price is defined as the lowest cost (hourly rate * total hours) proposed by a Proposer who has scored above the minimum necessary for consideration on the Technical Score. Proposals must be inclusive of annual increases. H. No Best and Final Offer The Proposal should be submitted initially on the most favorable terms which the proposer can offer. There will be no best and final offer procedure. The Proposer should be prepared to accept this RFP for incorporation into a contract resulting from this RFP. Contract negotiations may incorporate some or all of the Proposal. Page 8 of 21 I. Final Selection The Agency will conduct a final selection based on the final evaluation of the initial proposals or, if requested, as a result of the Best and Final Offer and begin contract negotiations with the selected Proposer(s). J. Rights of the Agency in Accepting and Evaluating Proposals The Agency reserves the right to: • Make independent investigations in evaluating Proposals; • Request additional information to clarify elements of a Proposal; • Waive minor or immaterial deviations from the RFP requirements, if determined to be in the best interest of the State; • Omit any planned evaluation step if, in the Agency’s view, the step is not needed; • At its sole discretion, reject any and all Proposals at any time; and • Open contract discussions with the second highest scoring Proposer and so on, if the Agency is unable to reach an agreement on Contract terms with the higher scoring Proposer(s). Section 7 – Terms and Conditions Related to the RFP Process A. RFP Addendum The Agency reserves the right to amend this RFP at its discretion, prior to the Proposal submission deadline. In the event of an addendum to this RFP, the Agency, at its sole discretion, may extend the Proposal submission deadline, as it deems appropriate. B. Non-Collusion The Proposer’s signature on a Proposal submitted in response to this RFP guarantees that the prices, terms and conditions, and Work quoted have been established without collusion with other Proposers and without effort to preclude the Agency from obtaining the best possible competitive Proposal. C. Property of the Agency All material received in response to this RFP shall become the property of the State and will not be returned to the proposer. Upon Contract award, the State reserves the right to use any information presented in any Proposal. D. Confidentiality of a Proposal Unless necessary for the approval of a contract, the substance of a proposal must remain confidential until the Effective Date of any Contract resulting from this RFP. A Proposer’s disclosure or distribution of Proposals other than to the Agency will be grounds for disqualification. Page 9 of 21 E. Public Disclosure Pursuant to RSA 21-G:37, all responses to this RFP shall be considered confidential until the award of a contract. At the time of receipt of proposals, the Agency will post the number of responses received with no further information. No later than five (5) business days prior to submission of a contract to the Department of Administrative Services pursuant to this RFP, the Agency will post the name, rank or score of each proposer. In the event that the contract does not require Governor & Executive Council approval, the Agency shall disclose the rank or score of the Proposals at least 5 business days before final approval of the contract. The content of each Proposer’s Proposal shall become public information upon the award of any resulting Contract. Any information submitted as part of a response to this request for proposal (RFP) may be subject to public disclosure under RSA 91-A. In addition, in accordance with RSA 9-F:1, any contract entered into as a result of this RFP will be made accessible to the public online via the website Transparent NH (http://www.nh.gov/transparentnh/). However, business financial information and proprietary information such as trade secrets, business and financials models and forecasts, and proprietary formulas may be exempt from public disclosure under RSA 91-A:5, IV. If you believe any information being submitted in response to this request for proposal, bid or information should be kept confidential as financial or proprietary information; you must specifically identify that information in a letter to the agency, and must mark/stamp each page of the materials that you claim must be exempt from disclosure as “CONFIDENTIAL”. A designation by the Proposer of information it believes exempt does not have the effect of making such information exempt. The Agency will determine the information it believes is properly exempted from disclosure. Marking of the entire Proposal or entire sections of the Proposal (e.g. pricing) as confidential will neither be accepted nor honored. Notwithstanding any provision of this RFP to the contrary, Proposer pricing will be subject to disclosure upon approval of the contract. The Agency will endeavor to maintain the confidentiality of portions of the Proposal that are clearly and properly marked confidential. If a request is made to the Agency to view portions of a Proposal that the Proposer has properly and clearly marked confidential, the Agency will notify the Proposer of the request and of the date the Agency plans to release the records. By submitting a Proposal, Proposers agree that unless the Proposer obtains a court order, at its sole expense, enjoining the release of the requested information, the Agency may release the requested information on the date specified in the Agency’s notice without any liability to the Proposers. F. Non-Commitment Notwithstanding any other provision of this RFP, this RFP does not commit the Agency to award a Contract. The Agency reserves the right, at its sole discretion, to reject any and all Proposals, or any portions thereof, at any time; to cancel this RFP; and to solicit new Proposals under a new acquisition process. G. Proposal Preparation Cost http://www.nh.gov/transparentnh/ Page 10 of 21 By submitting a Proposal, a Proposer agrees that in no event shall the Agency be either responsible for or held liable for any costs incurred by a Proposer in the preparation of or in connection with the Proposal, or for Work performed prior to the Effective Date of a resulting Contract. H. Ethical Requirements From the time this RFP is published until a contract is awarded, no bidder shall offer or give, directly or indirectly, any gift, expense reimbursement, or honorarium, as defined by RSA 15-B, to any elected official, public official, public employee, constitutional official, or family member of any such official or employee who will or has selected, evaluated, or awarded an RFP, or similar submission. Any bidder that violates RSA 21-G:38 shall be subject to prosecution for an offense under RSA 640:2. Any bidder who has been convicted of an offense based on conduct in violation of this section, which has not been annulled, or who is subject to a pending criminal charge for such an offense, shall be disqualified from bidding on the RFP, or similar request for submission and every such bidder shall be disqualified from bidding on any RFP or similar request for submission issued by any state agency. A bidder that was disqualified under this section because of a pending criminal charge which is subsequently dismissed, results in an acquittal, or is annulled, may notify the department of administrative services, which shall note that information on the list maintained on the state’s internal intranet system, except in the case of annulment, the information, shall be deleted from the list. I. Challenges on Form or Process of the RFP Any challenges regarding the validity or legality of the form and procedures of this RFP, including but not limited to the evaluation and scoring of Proposals, shall be brought to the attention of the Agency at least ten (10) business days prior to the Proposal Submission Deadline. By submitting a proposal, the Proposer is deemed to have waived any challenges to the agency’s authority to conduct this procurement and the form and procedures of this RFP. Section 8 – Contract Terms and Award 1.1. Non-Exclusive Contract Any resulting Contract from this RFP will be a Non-Exclusive Contract. The State reserves the right, at its discretion, to retain other contractors to provide any of the Services or Deliverables identified under this procurement or make an award by item, part or portion of an item, group of items, or total Proposal. 1.2. Award Any resulting contract is contingent upon approval of the Contract by Governor and Executive Council of the State of New Hampshire and upon continued appropriation of funding for the contract. 1.3. Anticipated Contract Term The Vendor shall be fully prepared to commence work after full execution of the Contract by the parties, and the receipt of required governmental approvals, including, but not limited to, Governor and Executive Council of the State of New Hampshire approval (“Effective Date”). The initial Contract Term will begin on the Effective Date and extend through END DATE Click or tap to enter a date. . The Contract Term may be extended up to ENTER QTY OF YEARS Choose an item. year(s) (“Extended Contract Term”) at the sole option of the State, subject to the parties prior written agreement on Page 11 of 21 terms and applicable fees for each extended Contract Term, contingent upon satisfactory vendor performance, continued funding and Governor and Executive Council approval. 1.4. Standard Contract Terms The Agency will require the successful bidder to execute a Not to Exceed Contract using the P-37 State of New Hampshire General Provisions (refer to Section 6.6 State of New Hampshire General Provisions – P37 below). To the extent that a Vendor believes that exceptions to the standard form contract will be necessary for the Vendor to enter into the Agreement, the Vendor should note those issues during the Vendor Inquiry Period. The Agency will review requested exceptions and accept, reject or note that it is open to negotiation of the proposed exception at its sole discretion. If the Agency accepts a Vendor’s exception the Agency will, at the conclusion of the inquiry period, provide notice to all potential Vendors of the exceptions which have been accepted and indicate that exception is available to all potential Vendors. Any exceptions to the standard form contract that are not raised during the Vendor inquiry period are waived. In no event is a Vendor to submit its own standard contract terms and conditions as a replacement for the State’s terms in response to this solicitation. 1.1. Contract Negotiations and Unsuccessful Bidder Notice If a Vendor is selected, the State will notify the selected Vendor in writing of their selection and the State’s desire to enter into contract discussions. Until the State successfully completes discussions with the selected Vendor, all submitted Proposals remain eligible for selection by the State. In the event contract discussions are unsuccessful with the selected Vendor, the evaluation team may recommend another Vendor. 1.2. Subcontractors The Vendor shall remain wholly responsible for performance of the entire Contract regardless of whether a Subcontractor is used. The State will consider the Vendor to be the sole point of contact with regard to all contractual matters, including payment of any and all charges resulting from any Contract. 1.5. Related Documents Required The selected Vendor will be required to submit the following documents prior to Contract approval: a. Certificate of Good Standing obtained by the Secretary of State of New Hampshire. b. Certificate of Authority/Vote - The Certificate of Authority/Vote authorizes, by position, a representative(s) of your corporation to enter into an Agreement or amendment with the State of New Hampshire. c. Certificate of Insurance - Certificates of Insurance evidencing coverage as required under the contract. d. Workers Compensation coverage must comply with State of NH RSA 281-A. Page 12 of 21 1.6. State of New Hampshire General Provisions – P37 FORM NUMBER P-37 (version 12/11/2019) AGREEMENT The State of New Hampshire and the Contractor hereby mutually agree as follows: GENERAL PROVISIONS 1. IDENTIFICATION. 1.1 State Agency Name 1.2 State Agency Address 1.3 Contractor Name 1.4 Contractor Address 1.5 Contractor Phone Number 1.6 Account Number 1.7 Completion Date 1.8 Price Limitation 1.9 Contracting Officer for State Agency 1.10 State Agency Telephone Number 1.11 Contractor Signature Date: 1.12 Name and Title of Contractor Signatory 1.13 State Agency Signature Date: 1.14 Name and Title of State Agency Signatory 1.15 Approval by the N.H. Department of Administration, Division of Personnel (if applicable) By: Director, On: 1.16 Approval by the Attorney General (Form, Substance and Execution) (if applicable) By: On: 1.17 Approval by the Governor and Executive Council (if applicable) G&C Item number: G&C Meeting Date: Notice: This agreement and all of its attachments shall become public upon submission to Governor and Executive Council for approval. Any information that is private, confidential or proprietary must be clearly identified to the agency and agreed to in writing prior to signing the contract. Page 13 of 21 2. SERVICES TO BE PERFORMED. The State of New Hampshire, acting through the agency identified in block 1.1 (“State”), engages contractor identified in block 1.3 (“Contractor”) to perform, and the Contractor shall perform, the work or sale of goods, or both, identified and more particularly described in the attached EXHIBIT B which is incorporated herein by reference (“Services”). 3. EFFECTIVE DATE/COMPLETION OF SERVICES. 3.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the approval of the Governor and Executive Council of the State of New Hampshire, if applicable, this Agreement, and all obligations of the parties hereunder, shall become effective on the date the Governor and Executive Council approve this Agreement as indicated in block 1.17, unless no such approval is required, in which case the Agreement shall become effective on the date the Agreement is signed by the State Agency as shown in block 1.13 (“Effective Date”). 3.2 If the Contractor commences the Services prior to the Effective Date, all Services performed by the Contractor prior to the Effective Date shall be performed at the sole risk of the Contractor, and in the event that this Agreement does not become effective, the State shall have no liability to the Contractor, including without limitation, any obligation to pay the Contractor for any costs incurred or Services performed. Contractor must complete all Services by the Completion Date specified in block 1.7. 4. CONDITIONAL NATURE OF AGREEMENT. Notwithstanding any provision of this Agreement to the contrary, all obligations of the State hereunder, including, without limitation, the continuance of payments hereunder, are contingent upon the availability and continued appropriation of funds affected by any state or federal legislative or executive action that reduces, eliminates or otherwise modifies the appropriation or availability of funding for this Agreement and the Scope for Services provided in EXHIBIT B, in whole or in part. In no event shall the State be liable for any payments hereunder in excess of such available appropriated funds. In the event of a reduction or termination of appropriated funds, the State shall have the right to withhold payment until such funds become available, if ever, and shall have the right to reduce or terminate the Services under this Agreement immediately upon giving the Contractor notice of such reduction or termination. The State shall not be required to transfer funds from any other account or source to the Account identified in block 1.6 in the event funds in that Account are reduced or unavailable. 5. CONTRACT PRICE/PRICE LIMITATION/ PAYMENT. 5.1 The contract price, method of payment, and terms of payment are identified and more particularly described in EXHIBIT C which is incorporated herein by reference. 5.2 The payment by the State of the contract price shall be the only and the complete reimbursement to the Contractor for all expenses, of whatever nature incurred by the Contractor in the performance hereof, and shall be the only and the complete compensation to the Contractor for the Services. The State shall have no liability to the Contractor other than the contract price. 5.3 The State reserves the right to offset from any amounts otherwise payable to the Contractor under this Agreement those liquidated amounts required or permitted by N.H. RSA 80:7 through RSA 80:7-c or any other provision of law. 5.4 Notwithstanding any provision in this Agreement to the contrary, and notwithstanding unexpected circumstances, in no event shall the total of all payments authorized, or actually made hereunder, exceed the Price Limitation set forth in block 1.8. 6. COMPLIANCE BY CONTRACTOR WITH LAWS AND REGULATIONS/ EQUAL EMPLOYMENT OPPORTUNITY. 6.1 In connection with the performance of the Services, the Contractor shall comply with all applicable statutes, laws, regulations, and orders of federal, state, county or municipal authorities which impose any obligation or duty upon the Contractor, including, but not limited to, civil rights and equal employment opportunity laws. In addition, if this Agreement is funded in any part by monies of the United States, the Contractor shall comply with all federal executive orders, rules, regulations and statutes, and with any rules, regulations and guidelines as the State or the United States issue to implement these regulations. The Contractor shall also comply with all applicable intellectual property laws. 6.2 During the term of this Agreement, the Contractor shall not discriminate against employees or applicants for employment because of race, color, religion, creed, age, sex, handicap, sexual orientation, or national origin and will take affirmative action to prevent such discrimination. 6.3. The Contractor agrees to permit the State or United States access to any of the Contractor’s books, records and accounts for the purpose of ascertaining compliance with all rules, regulations and orders, and the covenants, terms and conditions of this Agreement. 7. PERSONNEL. 7.1 The Contractor shall at its own expense provide all personnel necessary to perform the Services. The Contractor warrants that all personnel engaged in the Services shall be qualified to perform the Services, and shall be properly licensed and otherwise authorized to do so under all applicable laws. 7.2 Unless otherwise authorized in writing, during the term of this Agreement, and for a period of six (6) months after Page 14 of 21 the Completion Date in block 1.7, the Contractor shall not hire, and shall not permit any subcontractor or other person, firm or corporation with whom it is engaged in a combined effort to perform the Services to hire, any person who is a State employee or official, who is materially involved in the procurement, administration or performance of this Agreement. This provision shall survive termination of this Agreement. 7.3 The Contracting Officer specified in block 1.9, or his or her successor, shall be the State’s representative. In the event of any dispute concerning the interpretation of this Agreement, the Contracting Officer’s decision shall be final for the State. 8. EVENT OF DEFAULT/REMEDIES. 8.1 Any one or more of the following acts or omissions of the Contractor shall constitute an event of default hereunder (“Event of Default”): 8.1.1 Failure to perform the Services satisfactorily or on schedule; 8.1.2 Failure to submit any report required hereunder; and/or 8.1.3 Failure to perform any other covenant, term or condition of this Agreement. 8.2 Upon the occurrence of any Event of Default, the State may take any one, or more, or all, of the following actions: 8.2.1 give the Contractor a written notice specifying the Event of Default and requiring it to be remedied within, in the absence of a greater or lesser specification of time, thirty (30) days from the date of the notice; and if the Event of Default is not timely cured, terminate this Agreement, effective two (2) days after giving the Contractor notice of termination; 8.2.2 give the Contractor a written notice specifying the Event of Default and suspending all payments to be made under this Agreement and ordering that the portion of the contract price which would otherwise accrue to the Contractor during the period from the date of such notice until such time as the State determines that the Contractor has cured the Event of Default shall never be paid to the Contractor; 8.2.3 give the Contractor a written notice specifying the Event of Default and set off against any other obligations the State may owe to the Contractor any damages the State suffers by reason of any Event of Default; and/or 8.2.4 give the Contractor a written notice specifying the Event of Default, treat the Agreement as breached, terminate the Agreement and pursue any of its remedies at law or in equity, or both. 8.3. No failure by the State to enforce any provisions hereof after any Event of Default shall be deemed a waiver of its rights with regard to that Event of Default, or any subsequent Event of Default. No express failure to enforce any Event of Default shall be deemed a waiver of the right of the State to enforce each and all of the provisions hereof upon any further or other Event of Default on the part of the Contractor. 9. TERMINATION. 9.1 Notwithstanding paragraph 8, the State may, at its sole discretion, terminate the Agreement for any reason, in whole or in part, by thirty (30) days written notice to the Contractor that the State is exercising its option to terminate the Agreement. 9.2 In the event of an early termination of this Agreement for any reason other than the completion of the Services, the Contractor shall, at the State’s discretion, deliver to the Contracting Officer, not later than fifteen (15) days after the date of termination, a report (“Termination Report”) describing in detail all Services performed, and the contract price earned, to and including the date of termination. The form, subject matter, content, and number of copies of the Termination Report shall be identical to those of any Final Report described in the attached EXHIBIT B. In addition, at the State’s discretion, the Contractor shall, within 15 days of notice of early termination, develop and submit to the State a Transition Plan for services under the Agreement. 10. DATA/ACCESS/CONFIDENTIALITY/ PRESERVATION. 10.1 As used in this Agreement, the word “data” shall mean all information and things developed or obtained during the performance of, or acquired or developed by reason of, this Agreement, including, but not limited to, all studies, reports, files, formulae, surveys, maps, charts, sound recordings, video recordings, pictorial reproductions, drawings, analyses, graphic representations, computer programs, computer printouts, notes, letters, memoranda, papers, and documents, all whether finished or unfinished. 10.2 All data and any property which has been received from the State or purchased with funds provided for that purpose under this Agreement, shall be the property of the State, and shall be returned to the State upon demand or upon termination of this Agreement for any reason. 10.3 Confidentiality of data shall be governed by N.H. RSA chapter 91-A or other existing law. Disclosure of data requires prior written approval of the State. 11. CONTRACTOR’S RELATION TO THE STATE. In the performance of this Agreement the Contractor is in all respects an independent contractor, and is neither an agent nor an employee of the State. Neither the Contractor nor any of its officers, employees, agents or members shall have authority to bind the State or receive any benefits, workers’ compensation or other emoluments provided by the State to its employees. 12. ASSIGNMENT/DELEGATION/SUBCONTRACTS. 12.1 The Contractor shall not assign, or otherwise transfer any interest in this Agreement without the prior written notice, which shall be provided to the State at least fifteen Page 15 of 21 (15) days prior to the assignment, and a written consent of the State. For purposes of this paragraph, a Change of Control shall constitute assignment. “Change of Control” means (a) merger, consolidation, or a transaction or series of related transactions in which a third party, together with its affiliates, becomes the direct or indirect owner of fifty percent (50%) or more of the voting shares or similar equity interests, or combined voting power of the Contractor, or (b) the sale of all or substantially all of the assets of the Contractor. 12.2 None of the Services shall be subcontracted by the Contractor without prior written notice and consent of the State. The State is entitled to copies of all subcontracts and assignment agreements and shall not be bound by any provisions contained in a subcontract or an assignment agreement to which it is not a party. 13. INDEMNIFICATION. Unless otherwise exempted by law, the Contractor shall indemnify and hold harmless the State, its officers and employees, from and against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement, or other claims asserted against the State, its officers or employees, which arise out of (or which may be claimed to arise out of) the acts or omission of the Contractor, or subcontractors, including but not limited to the negligence, reckless or intentional conduct. The State shall not be liable for any costs incurred by the Contractor arising under this paragraph 13. Notwithstanding the foregoing, nothing herein contained shall be deemed to constitute a waiver of the sovereign immunity of the State, which immunity is hereby reserved to the State. This covenant in paragraph 13 shall survive the termination of this Agreement. 14. INSURANCE. 14.1 The Contractor shall, at its sole expense, obtain and continuously maintain in force, and shall require any subcontractor or assignee to obtain and maintain in force, the following insurance: 14.1.1 commercial general liability insurance against all claims of bodily injury, death or property damage, in amounts of not less than $1,000,000 per occurrence and $2,000,000 aggregate or excess; and 14.1.2 Special cause of loss coverage form covering all property subject to subparagraph 10.2 herein, in an amount not less than 80% of the whole replacement value of the property. 14.2 The policies described in subparagraph 14.1 herein shall be on policy forms and endorsements approved for use in the State of New Hampshire by the N.H. Department of Insurance, and issued by insurers licensed in the State of New Hampshire. 14.3 The Contractor shall furnish to the Contracting Officer identified in block 1.9, or his or her successor, a certificate(s) of insurance for all insurance required under this Agreement. Contractor shall also furnish to the Contracting Officer identified in block 1.9, or his or her successor, certificate(s) of insurance for all renewal(s) of insurance required under this Agreement no later than ten (10) days prior to the expiration date of each insurance policy. The certificate(s) of insurance and any renewals thereof shall be attached and are incorporated herein by reference. 15. WORKERS’ COMPENSATION. 15.1 By signing this agreement, the Contractor agrees, certifies and warrants that the Contractor is in compliance with or exempt from, the requirements of N.H. RSA chapter 281-A (“Workers’ Compensation”). 15.2 To the extent the Contractor is subject to the requirements of N.H. RSA chapter 281-A, Contractor shall maintain, and require any subcontractor or assignee to secure and maintain, payment of Workers’ Compensation in connection with activities which the person proposes to undertake pursuant to this Agreement. The Contractor shall furnish the Contracting Officer identified in block 1.9, or his or her successor, proof of Workers’ Compensation in the manner described in N.H. RSA chapter 281-A and any applicable renewal(s) thereof, which shall be attached and are incorporated herein by reference. The State shall not be responsible for payment of any Workers’ Compensation premiums or for any other claim or benefit for Contractor, or any subcontractor or employee of Contractor, which might arise under applicable State of New Hampshire Workers’ Compensation laws in connection with the performance of the Services under this Agreement. 16. NOTICE. Any notice by a party hereto to the other party shall be deemed to have been duly delivered or given at the time of mailing by certified mail, postage prepaid, in a United States Post Office addressed to the parties at the addresses given in blocks 1.2 and 1.4, herein. 17. AMENDMENT. This Agreement may be amended, waived or discharged only by an instrument in writing signed by the parties hereto and only after approval of such amendment, waiver or discharge by the Governor and Executive Council of the State of New Hampshire unless no such approval is required under the circumstances pursuant to State law, rule or policy. 18. CHOICE OF LAW AND FORUM. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of New Hampshire, and is binding upon and inures to the benefit of the parties and their respective successors and assigns. The wording used in this Agreement is the wording chosen by the parties to express their mutual intent, and no rule of construction shall be applied against or in favor of any party. Any actions arising out of this Agreement shall be brought and maintained in New Hampshire Superior Court which shall have exclusive jurisdiction thereof. Page 16 of 21 19. CONFLICTING TERMS. In the event of a conflict between the terms of this P-37 form (as modified in EXHIBIT A) and/or attachments and amendment thereof, the terms of the P-37 (as modified in EXHIBIT A) shall control. 20. THIRD PARTIES. The parties hereto do not intend to benefit any third parties and this Agreement shall not be construed to confer any such benefit. 21. HEADINGS. The headings throughout the Agreement are for reference purposes only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. 22. SPECIAL PROVISIONS. Additional or modifying provisions set forth in the attached EXHIBIT A are incorporated herein by reference. 23. SEVERABILITY. In the event any of the provisions of this Agreement are held by a court of competent jurisdiction to be contrary to any state or federal law, the remaining provisions of this Agreement will remain in full force and effect. 24. ENTIRE AGREEMENT. This Agreement, which may be executed in a number of counterparts, each of which shall be deemed an original, constitutes the entire agreement and understanding between the parties, and supersedes all prior agreements and understandings with respect to the subject matter hereof. Page 17 of 21 P-37 Special Provisions The terms outlined in the P-37 General Provisions are modified as set forth below: A. Provision 3, Effective Date/Completion of Services, is updated with the following addition: 3.3 The Term may be extended up to QTY OF EXTENSIONS Choose an item. year(s), (“Extended Term”) at the sole option of the State, subject to the parties prior written Agreement on applicable fees for each extended Term, up to but not beyond EXTENSION END DATE Click or tap to enter a date. under the same terms and conditions, subject to approval of the Governor and Executive Council. B. Provision 5, Contract Price/Price Limitation/ Payment, is updated with the following addition: 5.5 The State’s liability under this Agreement shall be limited to monetary damages not to exceed the contract price pursuant to Paragraph 5.2. The Contractor agrees that it has an adequate remedy at law for any breach of this Agreement by the State and hereby waives any right to specific performance or other equitable remedies against the State. Subject to applicable laws and regulations, in no event shall the State be liable for any consequential, special, indirect, incidental, punitive, or exemplary damages. Notwithstanding the foregoing, nothing herein contained shall be deemed to constitute a waiver of the sovereign immunity of the State, which immunity is hereby reserved to the State. C. Provision 8, Event of Default/Remedies, is updated with the following addition: 8.4 Procure Services that are the subject of the Contract from another source and Contractor shall be liable for reimbursing the State for the replacement Services, and all administrative costs directly related to the replacement of the Contract and procuring the Services from another source, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or penalties, and staff time costs; all of which shall be subject to the limitations of liability set forth in the Contract. D. Provision 9, Termination, is deleted and replaced with the following: 9. TERMINATION 9.1 Notwithstanding paragraph 8, the State may, at its sole discretion, terminate the Agreement for any reason, in whole or in part. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. The State shall be liable for cost of all Services and Deliverables for which Acceptance has been given by the State, provided through the date of termination but will not be liable for any costs for incomplete Services or winding down the Contract activities. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided. 9.2 Termination Procedure 9.2.1 Upon termination of the Contract, the State, in addition to any other rights provided in the Contract, may require Contractor to deliver to the State any property, including without limitation, Software and Written Deliverables, for such part of the Contract as has been terminated. 9.2.2 After receipt of a notice of termination, and except as otherwise directed by the State, Contractor shall: a. Stop work under the Contract on the date, and to the extent specified, in the notice; b. Promptly, but in no event longer than ten (10) days after termination, terminate its orders and subcontracts related to the work which has been terminated, and settle all Page 18 of 21 outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the State to the extent required, which approval or ratification shall be final for the purpose of this Section; c. Take such action as the State directs, or as necessary to preserve and protect the property related to the Contract which is in the possession of Contractor and in which the State has an interest; d. Take no action to intentionally erase any State data until directed by the State; e. Transfer title to the State and deliver in the manner, at the times, and to the extent directed by the State, any property which is required to be furnished to the State and which has been accepted or requested by the State; f. Implement an orderly return of State data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of State data; g. Securely dispose of all requested data in all of its forms, such as disk, CD / DVD, backup tape and paper, when requested by the State. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)-Special Publication (SP) 800-88 approved methods. Certificates of destruction shall be provided to the State; and h. Provide written Certification to the State that Contractor has surrendered to the State all said property and after 180 days has erased all State data. 9.2.3 If the Contract has expired, or terminated prior to the Completion Date, for any reason, the Contractor shall provide, for a period up to ninety (90) days after the expiration or termination, all transition services requested by the State, at no additional cost, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the State or its designees (“Transition Services”). 9.2.4 This covenant in paragraph 9 shall survive the termination of this Contract. E. Provision 10, Data/Access/Confidentiality/Preservation, is updated with the following addition: 10.4 In performing its obligations under this Agreement, Contractor may gain access to Confidential Information of the State. Confidential Information includes any and all information owned or managed by the State of NH - created, received from or on behalf of any Agency of the State or accessed in the course of performing contracted Services - of which collection, disclosure, protection, and disposition is governed by state or federal law or regulation. This information includes, but is not limited to Protected Health Information (PHI), Personally Identifiable Information (PII), Personal Financial Information (PFI), Federal Tax Information (FTI), Social Security Numbers (SSN), Payment Card Industry (PCI), and or other sensitive and Confidential Information. The Contractor shall not use the Confidential Information developed or obtained during the performance of, or acquired, or developed by reason of the Agreement, except as directly connected to and necessary for the performance of the Agreement. Contractor shall maintain the confidentiality of and protect from unauthorized use, disclosure, publication, and reproduction (collectively “release”), all Confidential Information. 10.4.1 In the event of the unauthorized release of Confidential Information, Contractor shall immediately notify the State, and the State may immediately be entitled to pursue any remedy at law and in equity, including, but not limited to, injunctive relief. 10.5 Subject to applicable federal or State laws and regulations, Confidential Information shall not include information which: Page 19 of 21 a. shall have otherwise become publicly available other than as a result of disclosure by the receiving Party in breach hereof; b. was disclosed to the receiving Party on a non-confidential basis from a source other than the disclosing Party, which the receiving Party believes is not prohibited from disclosing such information as a result of an obligation in favor of the disclosing Party; c. is developed by the receiving Party independently of, or was known by the receiving Party prior to, any disclosure of such information made by the disclosing Party; or d. is disclosed with the written consent of the disclosing Party. 10.6 A receiving Party also may disclose Confidential Information to the extent required by an order of a court of competent jurisdiction. Any disclosure of the Confidential Information shall require the prior written approval of the State. Contractor shall immediately notify the State if any request, subpoena or other legal process is served upon Contractor regarding the Confidential Information, and Contractor shall cooperate with the State in any effort the State undertakes to contest the request, subpoena or other legal process, at no additional cost to the State. 10.7 Contractor Confidential Information. Contractor shall clearly identify in writing all information it claims to be confidential or proprietary upon providing such information to the State. For the purposes of complying with its legal obligations, the State is under no obligation to accept the Contractor’s designation of material as confidential. Contractor acknowledges that the State is subject to State and federal laws governing disclosure of information including, but not limited to, RSA Chapter 91-A. In the event the State receives a request for the information identified by Contractor as confidential, the State shall notify Contractor and specify the date the State will be releasing the requested information. At the request of the State, Contractor shall cooperate and assist the State with the collection and review of Contractor’s information, at no additional expense to the State. Any effort to prohibit or enjoin the release of the information shall be Contractor’s sole responsibility and at Contractor’s sole expense. If Contractor fails to obtain a court order enjoining the disclosure, the State shall release the information on the date specified in the State’s notice to Contractor, without any liability to the State. 10.8 This covenant in paragraph 10 shall survive the termination of this Contract. F. Provision 12, Assignment/Delegation/Subcontracts, is updated with the following addition: 12.3 In the event that Contractor should change ownership for any reason whatsoever that results in a change of control of the Contractor, the State shall have the option of: a. Continuing under the Agreement with Contractor, its successors or assigns for the full remaining Term of the Agreement or for such period of time as determined necessary by the State; b. Immediately terminate the Agreement without liability to or further compensation owed to Contractor, its successors or assigns. G. The following Provisions are added and made part of the P37: 25. FORCE MAJEURE 25.1 Neither Contractor nor the State shall be responsible for delays or failures in performance resulting from events beyond the control of such Party and without fault or negligence of such Party. Such events shall include, but not be limited to, acts of God, strikes, lock outs, riots, and acts of War, epidemics, acts of Government, fire, power failures, nuclear accidents, earthquakes, and unusually severe weather. 25.2 Except in the event of the foregoing, Force Majeure events shall not include the Contractor’s inability to hire or provide personnel needed for the Contractor’s performance under the Contract. Page 20 of 21 26. EXHIBITS/ATTACHMENTS The Exhibits and Attachments referred to in and attached to the Contract are incorporated by reference as if fully included in the text of the Contract. 27. NON-EXCLUSIVE CONTRACT The State reserves the right, at its discretion, to retain other vendors to provide any of the Services or Deliverables identified under this Agreement. Contractor shall make best efforts to coordinate work with all other State vendors performing Services which relate to the work or Deliverables set forth in the Agreement. The State intends to use, whenever possible, existing Software and hardware contracts to acquire supporting Software and hardware. 28. GOVERNMENT APPROVALS Contractor shall obtain all necessary and applicable regulatory or other governmental approvals necessary to perform its obligations under the Contract. Remainder of this page intentionally left blank Page 21 of 21