INS Health Actuarial Consultant

REQUEST FOR PROPOSALS

RFP NUMBER: SRC0000034100

INDEX NUMBER: INS006

UNSPSC CATEGORY: 80100000, 80101512

The State of Ohio, through the Department of Administrative Services, Office of Procurement Services, on behalf of the Ohio Department of Insurance, is issuing the following Request for Proposals (RFP):

Health Actuarial Consultant RFP

Proposals received after the due date and time will not be evaluated.

This RFP consists of seven sections and eight parts, totaling 68 consecutively numbered pages excluding the exhibits. Exhibits are included with this RFP as separate documents. Please verify that you have a complete copy of all documents.

Table of Contents

RFP Details

Section 1 Overview

Section 2 Procurement Authority, RFP Overview, and Schedule of Events

Section 3 General Instructions to Offeror

Section 4 Requirements for Proposals

Section 5 Evaluation Process

Section 6 Evaluation Metrics

Section 7 Contract Award

Contract

Part 1 Scope of Work

Part 2 Contract-Specific Terms and Conditions

Part 3 RFP-Specific Terms and Conditions

Part 4 Standard Terms and Conditions

Part 5 Cost Proposal

Part 6 Mutually Agreed Upon Changes

Part 7 Required Forms

Part 8 Draft Contract

RFP DETAILS

Section 1 - Overview

Definitions in this RFP

The following definitions apply to the RFP and Contract.

Agency: The State entity or entities on behalf of which this RFP is issued.

Contract: The contract resulting from this RFP.

Contractor: The selected Offeror.

DAS: Ohio Department of Administrative Services.

Deliverable: Specified portions of the Work that must be provided by the Contractor to meet contractual requirements.

Health Actuarial Consultant: A specialized professional who applies advanced mathematical, statistical, and financial modeling techniques to assess and manage financial risks associated with healthcare.

Offeror: A supplier submitting a Proposal in response to this RFP.

Premium Rates: The amount charged by an insurance company for a health insurance policy. Premium Rates are calculated based on sound actuarial principles and are designed to cover the expected cost of claims, administrative expenses, and a margin for profit and surplus.

Proposal: Competitive sealed proposals submitted by Offerors in response to this RFP.

Rate Filings: Formal submissions that health insurance companies must make to state insurance regulators when they propose to set or change Premium Rates for their insurance products.

State: State of Ohio.

Work: The scope of work described in this RFP.

Term of Contract

Once awarded, the term of the Contract will be as set forth in Part 8, Draft Contract. The State may solely renew this Contract at its discretion for a period of one month. Any further renewals will be by mutual agreement between the Contractor and the State as set forth in Part 8. The Contract and each renewal are subject to and contingent upon the discretionary decision of the Ohio General Assembly to appropriate funds for this Contract in each new biennium. The State may renew all or part of this Contract subject to the satisfactory performance of the Contractor and the needs of the Agency.

Purpose and Background

The purpose of this RFP is to solicit Proposals for one Contractor to serve as the Agency's Health Actuarial Consultant.

The Ohio Revised Code (R.C.) Chapter 39 requires that all health insurance product Premium Rates be filed by insurance companies, reviewed by actuarial review staff, and, in most cases, approved by the Ohio Department of Insurance. The Ohio Department of Insurance's Office of Product Regulation and Actuarial Services reviews health insurance product Premium Rates in accordance with actuarial soundness, applicable laws, statutes, and rules. Premium Rate Filings require the review by a qualified health actuary. Due to increased filing workload and a compressed timeframe, the Agency is seeking a Health Actuarial Consultant to review Premium Rate Filings and to complete all Work set forth in the scope of work.

The Contractor must not use subcontractors for this Contract.

Scope of Work Overview

An overview of the Work is provided below. The scope of work and requirements are provided in greater detail within Part 1, Scope of Work.

This project requires the Contractor to complete reviews of health insurance Rate Filings and the Premium Rates included in those filings as assigned by the Agency. The Work will be ongoing, with the Contractor completing Health Actuarial Consultant Deliverables as set forth in the scope of work upon the Agency's request.

Section 2 - Procurement Authority, RFP Overview, and Schedule of Events

Procurement Authority and RFP Overview

This is a request for competitive sealed proposals under Section 125.071 of the Ohio Revised Code (R.C.) and Section 123:5-1-08 of the Ohio Administrative Code (OAC). The State of Ohio, through the Department of Administrative Services, Office of Procurement Services, on behalf of the Department of Insurance (the Agency), is soliciting Proposals for this Health Actuarial Consultant RFP.

If a suitable Proposal is made by an Offeror in response to this RFP, the State, through DAS, may enter into the Contract. The Contractor will perform all or part of the Work as specified in the Contract. This RFP provides details on what is required to submit a Proposal for the Work, how the State will evaluate the Proposals, and what will be required of the Contractor in performing the Work.

Schedule of Events

The schedule of events for the RFP process and Work is provided in the solicitation general information section in OhioBuys for this RFP. The State may change this schedule at any time. If the State changes the schedule before the Proposal due date, it will post an amendment to this RFP in the OhioBuys public portal. Offerors must not contact Agency staff or DAS (except as provided in this RFP) until the Contract award is announced.

There are references in this RFP to the Proposal due date. Unless it is clearly stated to the contrary, any such reference means the date and time that the Proposals are due.

Proposals received after 1:00 p.m. Eastern time on the Proposal due date will not be evaluated. Any failure to meet a deadline or any objection to the dates for performance of the Work may result in the State refusing to consider a Proposal.

Section 3 - General Instructions to Offeror

Introduction to General Instructions

The following sections provide details on how to get more information about this RFP and how to respond to this RFP. All responses must be complete and in the prescribed format.

Contacts

During the performance of the Work, a State representative (Agency Representative) will represent the Agency and be the primary contact for matters relating to the Work. The Agency Representative will be designated after the Contract award.

Inquiries

Offerors may not contact the State directly at any time during the solicitation process, however Offerors may make inquiries regarding this RFP any time during the inquiry period listed in OhioBuys.

To make an inquiry, Offerors must login to OhioBuys, navigate to the solicitation, open the Inquiry tab and submit their inquiry. Offerors will not receive a personalized e-mail response to their question, nor will they receive notification when the question has been answered. Offerors may view inquiries and responses on the OhioBuys Public Solicitations page by opening the Solicitation Overview and navigating to the inquiries section of that page.

Offerors are to base their proposal responses, and the details and costs of their proposed projects, on the requirements and performance expectations established in this RFP.

The State is under no obligation to acknowledge questions submitted through the Q&A process if those questions are not in accordance with these instructions or deadlines. The State does not consider questions asked during the inquiry period through the inquiry process as exceptions to the requirements or the terms and conditions of this RFP.

The State will attempt to respond to all inquiries within three business days of receipt, excluding State holidays. The State will not respond to any inquiries received after 8:00 a.m. on the inquiry end date listed in OhioBuys. The State will use its discretion in deciding whether to provide responses as part of this RFP process. Responses to inquiries are not considered changes to the RFP.

Restrictions on Communication

Other than the communication options described in this RFP, Offerors must not make unsolicited contact with any elected official or office of the State, any staff member of DAS or the Agency, or any agent or representative of DAS or the Agency, regarding this RFP. Offerors must not represent themselves to anyone as having the endorsement of the Agency or the State, nor as the Agency's next supplier of the Work. For contractors currently doing business with the Agency, any communication regarding this RFP is prohibited except as provided for in this RFP. Any such unauthorized contact may result in an Offeror being disqualified from further consideration under this RFP. The State will not discuss the particulars of this RFP process with external parties.

Amendments to this RFP

If the State decides to revise this RFP before the Proposal due date, an amendment will be issued in OhioBuys as a new round. If an Offeror has submitted a Proposal prior to an amendment being issued and wishes to be considered, the Offeror must resubmit their Proposal in response to the latest round of the RFP. Proposals submitted in response to amended RFPs prior to the most recent amendment will not be opened or evaluated. The State may issue amendments to this RFP any time before Proposals are due, and it is each Offeror's responsibility to check for amendments and other current information regarding this RFP.

Unless otherwise stated in the notice by the State, modifications and withdrawals must be submitted within OhioBuys prior to the end date of the amendment response period. If this RFP provides for a negotiation phase, this procedure will not apply to changes negotiated during that phase. Any modification that is broader in scope than the State has authorized may be rejected and treated as a withdrawal of the Offeror's Proposal.

Proposal Submittal

Each Offeror must submit a technical proposal and a cost proposal as separate sections of its Proposal before the Proposal due date and time and pursuant to the instructions in Section 4, Requirements for Proposals. Proposals, including all components of the Proposals, must not be password protected or the State may reject any such Proposals.

Each section must be submitted in its own separate, electronic submission as indicated by the solicitation questionnaire. The submission with the technical proposal will be electronically sealed (the technical envelope), and the submission with the cost proposal will be separately electronically sealed (the financial envelope).

Each requirement of a Proposal represents only a part of the total basis for a decision to award the Contract, and a failure by an Offeror to make a required submission or meet a Mandatory Requirement (see Section 6, if applicable) normally will result in a rejection of that Proposal. The value assigned to each requirement is used to determine which Proposal is the most advantageous to the State in relation to the other Proposals received. It is not a basis for determining the importance of meeting that requirement.

Offerors must submit their Proposals electronically in OhioBuys before the noted time on the Proposal due date. Paper submissions will be destroyed and will not be considered. OhioBuys will not allow submission or modification to a submission after the deadline. An Offeror submitting an electronic Proposal must allow for adequate time for uploading a Proposal prior to the due date and time. Technical difficulties experienced by the Offeror will not be an exception.

Each Offeror must carefully review the requirements of this RFP and the contents of its Proposal. Once opened, Proposals cannot be altered or withdrawn, except as allowed by this RFP.

The State is not responsible for the accuracy of any information regarding this RFP that was gathered through a source other than the inquiry process described in the RFP.

The State may reject any Proposal if the Offeror takes exception to the terms and conditions of this RFP, includes unacceptable assumptions or conditions in its Proposal, fails to comply with the procedure for participating in the RFP process, or fails to meet any requirement of this RFP. The State also may reject any Proposal it believes is not in its interest to accept, cancel this RFP, or decide not to award a Contract to any or all of the Offerors responding to this RFP.

All Proposals and other material that Offerors submit will become the property of the State and may be returned only at the State's option. All Proposals will be open to the public after the State has awarded the Contract.

The State will retain all Proposals, or a copy of them, as part of the Contract file for at least six years. After the six-year retention period, the State may dispose of the Proposals and any copies of them.

The State is not responsible for any costs an Offeror incurs in responding to this RFP or from participating in the evaluation process or negotiations process (if any), regardless of whether the State awards the Contract through this process, decides not to go forward with the Contract award, cancels this RFP for any reason, or contracts for the Work through some other process or through another RFP.

Rejection of Proposals Generally

The State may reject any Proposal for the reasons listed in this RFP, that fails to comply with the procedure for participating in the RFP process, that fails to meet the RFP requirements, or that is not in the State's interest to consider or to accept. In addition, the State may cancel this RFP, reject all Proposals, and seek to do the Work through a new RFP or by other means.

Exceptions

The State may reject any Proposal if the Offeror takes exception to the terms and conditions of the Contract or includes unacceptable assumptions or conditions in its Proposal.

Proprietary Information

As set forth in OAC 123:5-1-07 and 123:5-1-08, if an Offeror includes in its Proposal information it considers exempt from disclosure in a public records request, it must submit a redacted version of any document containing such information, as further described in this paragraph. Offerors must only redact (black out) the specific language that is exempt from disclosure pursuant to the Ohio Public Records Act. Examples of actions that are not acceptable for the protection of information in a Proposal include: (a) redaction of sections in their entirety simply because they may contain some information exempt from disclosure pursuant to the Ohio Public Records Act; (b) inclusion of a blanket confidentiality or copyright notice anywhere in the Proposal; and (c) redaction of the cost proposal in its entirety. Prices, makes, models, catalog numbers of the items offered, deliveries, and terms of payment will be available for public inspection regardless of any designation to the contrary.

In addition to the redacted document(s), Offerors must submit a list of each redaction, using the Offeror Redaction Justification Form (Form 7k) in Part 7, with a detailed legal explanation for each redaction to demonstrate that the redacted information is protected under the Ohio Public Records Act. A blanket statement that all redactions are exempt from disclosure pursuant to the Ohio Public Records Act and/or the Uniform Trade Secrets Act is not a sufficient explanation. The redacted version(s) must be submitted as an electronic copy in a searchable PDF format. The redacted version(s) and accompanying explanation, as submitted, will be available for inspection and released in response to public records requests.

By submitting a redacted Proposal, the Offeror agrees to indemnify the State, DAS, and the Agency for any court costs, statutory damages, attorney fees, or other award issued against the State, DAS, or the Agency for any violation of the Ohio Public Records Act resulting from the State, DAS, or the Agency providing the Offeror's redacted version of its Proposal in response to a public records request.

By not submitting a redacted version of the Proposal with accompanying explanation, an Offeror consents to the release of the original Proposal submission in response to a public records request. If an improperly redacted version or insufficient explanation is submitted, the State will advise the Offeror in writing what portions of the Proposal are subject to disclosure in response to public records requests.

Changes to Proposals

The State will allow modifications of Proposals only if the State receives them before the Proposal due date. No modifications will be permitted after the Proposal due date, except as authorized by this RFP.

Offeror Warranties

By submitting a Proposal, the Offeror acknowledges it has read this RFP, understands it, and agrees to be bound by the requirements of this RFP.

Ohio Revised Code 9.24 prohibits the State from awarding a contract to any entity against whom the Auditor of State has issued a finding for recovery (a Finding) if the Finding is unresolved at the time of the award. This also applies to renewals of contracts. By submitting a Proposal, the Offeror warrants it is not subject to an unresolved Finding under R.C. 9.24 at the time of its submission. Additionally, the Offeror warrants it will notify DAS in writing immediately upon becoming subject to such an unresolved Finding after submitting its Proposal and before the award of a Contract under this RFP. Further, the State may treat any unresolved Finding against the Contractor that prevents a renewal of the Contract as a breach in accordance with the provisions of the Contract.

Notice on Use of Social Security Numbers as Federal Tax Identification Numbers

If an Offeror uses its Social Security Number as its Federal Taxpayer Identification Number, please be aware that the information submitted is a public record, and the State may be compelled by Ohio law to release Federal Taxpayer Identification Numbers as a public record. If an Offeror does not want to have its Social Security Number potentially disclosed as a Federal Taxpayer Identification Number, the State encourages Offerors to use a separate Employee Identification Number (EIN) obtained from the United States Internal Revenue Service to serve as the Federal Taxpayer Identification Number.

Offeror Registration

Offerors must provide evidence that they are registered with Ohio Shared Services to do business in the State of Ohio. To register to do business in Ohio and to access supplier forms, see Form 7b.

Multiple or Alternate Proposals

The State will not accept multiple Proposals from a single Offeror or any alternative solutions or options to the requirements of this RFP. Any Offeror that submits multiple Proposals may have all of its Proposals rejected.

Debriefing and Protests

The State maintains a policy that debriefing of the evaluation process will not be conducted. Offerors should not contact the State either during or after the solicitation process to request a debriefing. In lieu of a debriefing, Offerors may file a public records request with the State using the following link, .

This protest language only pertains to this RFP. An Offeror may file a protest objecting to the process of soliciting the Proposals or an Offeror objecting to the subsequent award of a Contract resulting from the RFP. The protest must be in writing and contain the following information:

The name, address, and telephone number of the protester;

The name and number of the RFP being protested;

A detailed statement of the legal and factual grounds for the protest, including copies of any relevant documents;

A request for a ruling by the State;

A statement as to the form of relief requested from the State; and

Any other information the protester believes to be essential to the determination of the factual and legal questions at issue in the written request.

The State will consider a timely protest if it is received at the filing location below within the following periods:

An Offeror must file a protest based on alleged improprieties in the issuance of the RFP or any other event preceding the Proposal due date, which are apparent or should be apparent, no later than five business days prior to the Proposal due date.

If the protest relates to the recommendation of the evaluation team for an award of the Contract, an Offeror must file the protest as soon as practicable after the Offerors are notified of the decision by the State regarding the Proposals.

Offerors must file all protests at the following location:

Department of Administrative Services

Office of Procurement Services

SUBJECT: SRC0000034100 INS006

Disclosure of Proposal Contents

The State will seek to open the Proposals in a manner that avoids disclosing their contents. Additionally, the State will seek to keep the contents of all Proposals confidential until the Contract is awarded.

Unfair Competitive Advantage

Any and all prior work performed by the Offeror or its proposed subcontractor(s) that the State determines results in an unfair competitive advantage to that Offeror may result in the Offeror's Proposal being rejected due to a conflict of interest. Pursuant to OAC 123:5-1-10, if an Offeror developed or assisted with the development of specifications for this RFP, the Offeror is ineligible to submit a Proposal and the Offeror's Proposal will be rejected.

Section 4 - Requirements for Proposals

Proposal Format

These instructions describe the required format for a responsive Proposal.

Each Proposal must include sufficient data to allow the State to verify the total cost for the Work and all of the Offeror's claims of meeting the RFP's requirements. Each Proposal must respond to every request for information in this RFP, whether the request requires a simple "yes" or "no" or requires a detailed explanation. Simply repeating the RFP's requirement and agreeing to comply may be an unacceptable response and may cause the Proposal to be rejected.

Proposals should use a consistent contrasting font and color so that the responses are readily distinguishable to the State; using the color blue to provide responses is suggested to contrast with the black text of this document. Formats are acceptable that use different typefaces, styles, or shaded backgrounds, so long as the use of these formats is consistent throughout the Offeror's Proposal and readily distinguishable from the original RFP. Below is an example of the required format for responding to the RFP requirements. Alterations to the State-provided RFP language are strictly prohibited. The State will electronically compare Offeror Proposals to the posted RFP, and deviations or alterations to the State's RFP requirements may result in a rejection of the Proposal.

Offerors are advised to limit Offeror marketing statements and pre-printed technical inserts to the area(s) of the Proposal applicable to those statement(s) and not include duplicative or otherwise repetitive statements throughout its Proposal.

Any additional links or documents incorporated by reference by the Offeror will not become part of the Contract unless expressly accepted by the State.

The Offeror may include any additional information it believes is relevant. All pages, except pre-printed technical inserts, must be sequentially numbered. Any material deviation from the format outlined in this RFP may result in a rejection of the non-conforming Proposal.

Technical Proposal: The Offeror's technical proposal must be submitted in Microsoft Word(R) if possible (certain forms may be submitted as PDFs) through OhioBuys and as instructed in the technical questionnaire in OhioBuys. The technical proposal consists of all questionnaire responses and documents submitted in response to this RFP excluding the cost proposal. All technical proposal documents must be submitted in the order listed in subsection B(1) below.

Cost Proposal: The Offeror's cost proposal must be submitted through OhioBuys as instructed in the cost questionnaire in OhioBuys. The cost proposal consists of a separate cost section as described in subsection B(2) below and in the required format of Part 5.

Proposal Specifics

Each Proposal must contain the following components.

Technical Proposal Components

Required Forms. Each Proposal must include the completed forms listed below. All required forms are included in Part 7 unless otherwise indicated.

Offeror Certification Form (Form 7a). The Offeror must complete the Offeror Certification Form.

Offeror Registration Form (Form 7b). The Offeror must use the Offeror Registration Form to register with the State as applicable.

Independent Contractor Acknowledgement Form (Form 7c). Unless the Offeror is a "business entity" as that term is defined in R.C. 145.037 ("an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engaged in business"), the Offeror must have any individual performing services under the Contract complete the Independent Contractor Acknowledgement Form

Subcontractor Utilization Form (Form 7d). For each proposed subcontractor, the Offeror must submit a completed Subcontractor Utilization Form signed by someone authorized to legally bind the subcontractor.

Offeror Profile Form (Form 7e). The Offeror must complete the Offeror Profile Form to describe the Offeror's capability, capacity, and experience in support of the requirements in this RFP. The contact person listed must be the primary point of contact for any questions about the Proposal. Additionally, the Contract Signatory listed must be the individual authorized to sign the Contract for the Offeror if awarded.

The form must include the date the Offeror was established, its leadership, number of employees and any other background information that will help the State gauge the ability of the Offeror to fulfill the obligations of the Contract. The background information must include the Offeror's background as well as a description of the personnel, internal procedures, and any other resources required under the terms of the Contract to ensure successful performance and Contract compliance. The Offeror must describe its current operational capacity and the ability to perform the additional workload in the Contract.

The financial stability of the Offeror must also be described and is considered a required component of the Proposal.

Offeror Prior Project Experience and Qualifications Form (Form 7f). The Offeror must utilize the Offeror Prior Project Experience and Qualifications Form to document the Offeror's previous experience and expertise by completing a form for a minimum of five previous projects in the previous five years. These projects must be of similar size, scope, and nature to the Work in this RFP. Details of the similarities must be included.

The form(s) must be filled out completely for each of the projects required. The form(s) contained in this RFP have been customized for the applicable Offeror requirements. Each page of the form(s) may contain minor variations. If an Offeror elects to duplicate the form electronically, the Offeror must carefully review each page of the form to ensure that it has been copied accurately. Failure to duplicate the form exactly may lead to the rejection of the Proposal.

When contacted, each reference provided must be willing to discuss the Offeror's previous performance on projects detailed on the form(s).

If this RFP allows qualifications and experience to be met through a subcontractor, the Offeror must identify the subcontractor by name in the appropriate part of the form(s) for each reference.

Affirmation and Disclosure Form (Form 7g). The Offeror must complete, sign, and submit the Affirmation and Disclosure Form by uploading the signed document with its Proposal.

Preference Certification Form (Form 7h). Offerors claiming preference for Domestic Source End Products, the Ohio (Buy Ohio) preference, and/or Veteran Friendly Business Enterprise (VBE) must complete the Preference Certification Form.

Candidate Information Education and Training Form (Form 7i). The Offeror must complete a Candidate Information Education and Training Form for each candidate named in this RFP.

Candidate Experience Requirement Form (Form 7j). The Offeror must complete a Candidate Experience Requirement Form for each candidate named in this RFP.

Offeror Redaction Justification Form (Form 7k). The Offeror must complete the Offeror Redaction Justification Form pursuant to the instructions in Section 3, subsection I, Proprietary Information, and Form 7k if the Offeror includes in its Proposal information it considers exempt from disclosure in a public records request.

Proposed Pre-Existing Materials and Commercial Software Form (Form 7l). The Offeror must complete the Proposed Pre-Existing Materials and Commercial Software Form pursuant to the instructions below.

Offeror Proposed Exceptions and Assumptions (Form 7m). The Offeror must complete the Offeror Proposed Exceptions and Assumptions form pursuant to the instructions for Exceptions and Assumptions below and in the form.

Mandatory Requirements Form (Form 7n). The Offeror must complete all Mandatory Requirements Form(s). The Offeror must demonstrate that it meets all of the Mandatory Requirements listed in the Mandatory Requirements table in Section 6, Evaluation Metrics. The State will evaluate the Mandatory Requirements Form(s) to determine whether the Proposal meets all of the Mandatory Requirements.

Mandatory Requirements must be met by the Offeror itself.

Scope of Work Response. The Offeror must provide a response to Part 1 - Scope of Work in this section of its Proposal. The content of Part 1 must not be modified. If the content of Part 1 is modified in any way, the Proposal may be disqualified. The Offeror must provide complete and coherent responses to Part 1 and demonstrate the ability to quickly undertake and successfully complete the Work under the Contract.

Acceptance of Terms and Conditions. The Offeror must include the entire content of Parts 2 through 4 as a single section in its Proposal. The Offeror must include a statement at the beginning of this section indicating that the Offeror has read, understands, and agrees to all of the terms and conditions contained in Parts 2 through 4.

Exceptions. If the Offeror has any exceptions or proposed changes to the technical requirements and/or the terms and conditions of this RFP, the Offeror must provide a comprehensive list of all such exceptions and proposed changes in Form 7m, Offeror Proposed Changes and Assumptions, of this RFP. In addition to listing the exceptions and proposed changes in Form 7m, the Offeror must also include its exceptions and proposed changes to the terms and conditions, if any, in a redlined format as an additional attachment to its Proposal. If any exception or proposed change is unacceptable to the State, the State may, in its sole discretion, request that the Offeror remove the exception or proposed change or may choose to reject the Proposal entirely. If the exceptions portion of Form 7m is left blank, the State will assume that the Offeror does not have any exceptions or proposed changes to the RFP. All agreed upon changes will become part of the Contract in Part 6, Mutually Agreed Upon Changes.

Assumptions. If the Offeror made any assumptions in preparing its Proposal, the Offeror must provide a comprehensive list of all such assumptions in Form 7m, Offeror Proposed Changes and Assumptions, of this RFP. If any assumption is unacceptable to the State, the State may, in its sole discretion, request that the Offeror remove the assumption or choose to reject the Proposal entirely. No assumptions may be included regarding the outcomes of negotiation, terms and conditions, or requirements. The assumptions listed in Form 7m of the Proposal, if any, must be inclusive of all assumptions with reference(s) to the section(s) of the RFP to which the assumption is applicable. Offerors should not include assumptions elsewhere in their Proposals. If the assumptions portion of Form 7m is left blank, the State will assume that the Offeror did not make any assumptions in preparing its Proposal.

Proof of Insurance. The Offeror must provide the certificate(s) of insurance required by Part 2 - Contract-Specific Terms and Conditions, if any, and Part 4 - Standard Terms and Conditions. The policy may be written on an occurrence or claims-made basis.

Legal Notice Address. The Offeror must provide the name, title, and address to which the State should send legal notices under the Contract.

Work Plan. The Offeror must submit a Work Plan that will be the basis of a later-created detailed comprehensive plan of action used to guide the Work, as applicable. In this plan, the Offeror must demonstrate a thorough understanding of the nature of the Work and what the Contractor must do to complete the Work properly. In addition, the Offeror must fully describe its current capacity, approach, methods, and specific processes and procedures for doing the Work. The elements of the Work Plan must include, at a minimum, all tasks and dependencies related to scope definition, requirements gathering, design, development, conversion, testing, benchmarking, implementation, training, and transition, as applicable.

The specifics of the Work Plan must include sufficient detail for the State to understand the Offeror's knowledge and approach to the following: managing the Work; documenting planning decisions; facilitating communication among stakeholders; defining key management review as to content, scope, and schedule; and providing a baseline for progress measurement and Work control.

At a minimum, the Work Plan must include the following:

A description of the project management approach; and

A high-level overview of the following subsidiary project management plans:

Integration management,

Scope management,

Schedule management,

Cost management,

Quality management,

Staffing management,

Communications management, and

Risk management (including constraints, planned responses, and contingencies).

If applicable to the Work, the Offeror must identify all proposed equipment needed for the Work during the installation, customization (as applicable), implementation, and ongoing operations phases. The Proposal must include the proposed manufacturer's name and model for all equipment. Additionally, the Offeror must identify any equipment that the State will require for the implementation and ongoing operation of the Work that is not otherwise specified in this RFP.

The State seeks insightful responses that describe proven state-of-the-art methods. Recommended solutions should demonstrate that the Offeror would be prepared to immediately undertake and successfully complete the Work. The Work Plan should clearly and specifically identify key Work personnel assignments. (NOTE: The Staffing Plan described below should be consistent with the Work Plan).

Additionally, in the Work Plan, the Offeror should address potential and known risks, and proposed risk mitigation strategies.

Staffing Plan and Time Commitment. The Offeror must provide a Staffing Plan identifying all proposed personnel by position that the Offeror proposes and that are required to do the Work. The Staffing Plan must show each individual's responsibilities for the Work. The State also requires that the Staffing Plan match the proposed personnel and their qualifications to the activities and tasks set forth in the RFP for the Work. At a minimum, the Staffing Plan must identify the following proposed personnel: (1) Project Manager and (2) Lead Actuary.

In addition, the Staffing Plan must include the following information:

An organizational chart, including any subcontractors and key management and administrative personnel assigned to the Work.

A contingency plan showing the ability to add more staff if needed to ensure meeting the Work due date(s).

A statement and a chart that clearly indicate the time commitment of the proposed personnel for this Work during each of its phases.

A statement indicating to what extent, if any, the proposed personnel may work on other projects or assignments that are not State related during the term of the Contract. The State may reject any Proposal that commits the proposed personnel to other projects during the term of the Work, if the State believes that any such commitment may be detrimental to the Offeror's performance.

The Offeror must propose a Work team that collectively meets all of the requirements in this RFP. Each team member may have specific mandatory requirements listed in this RFP that the team member must individually meet.

All proposed personnel must be named and meet the technical experience for the position.

Support Requirements from the State. The Offeror must describe the support it requests from the State in addition to any support the State has offered in this RFP. Specifically, the Offeror should address the following in this section of the Proposal:

The nature and extent of State support required in terms of staff roles, percentage of time available, etc.;

The specific required assistance from State staff and the experience and/or qualification level required for such assistance; and

Other support requirements.

The State may not be able or willing to provide the additional support the Offeror lists in this part of its Proposal. The Offeror must therefore indicate whether its request for additional support is a requirement for its performance. If any part of the list is a requirement, the State may reject the Proposal if the State is unwilling or unable to meet the requirements.

Pre-Existing Materials. If applicable, the Offeror must list any Pre-Existing Materials (defined in Part 4, section VI(D)) that will be included in a Deliverable in Form 7l in Part 7. The State may reject any Proposal that includes Pre-Existing Materials for a custom solution if the State believes that such is not appropriate or desirable for the Work.

Commercial Material. If applicable, the Offeror must list any Commercial Material (defined in Part 2, section C(2)), including Commercial Software (defined in Part 2, section C(3)), that the Offeror will deliver in which the State will have less than full ownership in Form 7l in Part 7. Generally, these will be from third parties. The Offeror need not list patented parts of equipment.

The Offeror must attach the applicable license agreement(s) for all Commercial Material for the State to review.

Information Security Assurances. The Offeror must provide assurance documentation of the Offeror's effective design and implemented controls to meet the foundational trust principles of security, confidentiality, integrity, availability, and privacy. Documentation can include, but is not limited to, Statement on Standards for Attestation Engagements (SSAE) No. 18, Service Organization Control 2 Type 2, International Organization for Standardization (ISO) 27001 certification, Health Information Trust Alliance (HITRUST) Certification or Assessment, Federal Risk and Authorization Management Program (FedRAMP) status, StateRAMP status, Payment Card Industry Data Security Standard Attestation of Compliance (PCI-DSS AOC), or other relevant IT security assurance documentation. This documentation will be considered confidential information of the Offeror. If the Offeror does not have any such documentation, it must provide a statement to that effect in its Proposal.

Additional Innovation or Value-Added Services. The Offeror may propose additional innovation or value-added services that are outside of the scope of Work that it perceives to be valuable to the State but have not been defined in Part 1 - Scope of Work. In this section, the Offeror must describe in detail any value-added services included in its Proposal above the minimum requirements. The Offeror should also include additional innovation or value-added services that are provided at no additional charge to the State.

Offeror Best Practices. The Offeror may propose alternative processing approaches, new tools, services, methodologies, business processes, or any other best practices that demonstrate a commitment to continuous improvement that are not included in Part 1 - Scope of Work for the State's consideration. In this section, the Offeror must describe in detail any best practices included in its Proposal.

Cost Proposal Components

Cost Proposal Form. The Offeror's total cost for the Work must include all one-time and ongoing costs and be represented as a not-to-exceed cost.

Contractor will be paid according to the fee structure within the Cost Proposal Form.

The Offeror must ensure its cost proposal is submitted separately from the technical proposal as indicated in the Proposal Submittal paragraph of Section 4, Requirements for Proposals. Cost information must not be included in the technical proposal.

The Offeror may not modify or reformat the Cost Proposal Form. The Offeror must complete the required portions of the Cost Proposal Form. Additionally, all portions of the Cost Proposal Form must be completed in the exact format provided. The Offeror must not include exceptions, additional terms and conditions, or assumptions in the submitted Cost Proposal Form. The State may reject any Proposal with a modified or reformatted Cost Proposal Form; a Cost Proposal Form that is not separately submitted; or a Cost Proposal Form that includes exceptions, additional terms and conditions, or assumptions.

The State will not be liable for any costs the Offeror does not identify in its cost proposal. There will be no additional reimbursement for travel or other related expenses.

Alternate Funding. All proposed costs must be based on providing a solution that would be fully funded by the State and independent of any Offeror-recommended alternative funding models.

Additional Innovation or Value-Added Services. A tab has been included for the costs of additional innovation or value-added services in the Cost Proposal Form. This pricing will not be included as part of the pricing for the Work.

Offeror Best Practices. A tab has been included for the costs for proposed best practices in the Cost Proposal Form. The Offeror must provide a breakdown of percent discounts from list prices the Offeror proposes for any of these potential best practices. This pricing will not be included as part of the pricing for the Work.

Section 5 - Evaluation Process

Evaluation of Proposals Generally

To maintain fairness in the evaluation process, the State will obtain all information sought in a manner such that no Offeror is provided an unfair competitive advantage.

The evaluation process may consist of up to seven distinct phases:

Initial review;

Mandatory requirements evaluation, if applicable;

Technical evaluation;

Requests for more information;

Cost evaluation;

Determination of responsibility; and

7. Contract negotiations.

The State may decide whether phases four and seven are necessary, and the State may reorder the sequence of phases. The State also may add or remove sub-phases to any phase at any time if the State believes doing so will improve the evaluation process. The phases and some sub-phases are described below.

Initial Review

The State will review all Proposals for formatting and completeness. The State may reject incomplete or incorrectly formatted Proposals. The State may also waive any defects or allow an Offeror to submit a correction as described in subsections I, Waiver of Defects, and J, Clarifications and Corrections, of this Section 5 below. After the initial review, the State will forward all timely, complete, and properly formatted Proposals to an evaluation team for review, led by a representative from the Office of Procurement Services.

Mandatory Requirements Evaluation

The Offeror must demonstrate that it meets all of the Mandatory Requirements listed in the Mandatory Requirements table in Section 6, Evaluation Metrics, using the Mandatory Requirements Form 7n in Part 7. A Proposal meeting all of the Mandatory Requirements may be included in the next part of the evaluation phase as described herein.

The State will evaluate the Mandatory Requirements Form(s) to determine whether the Proposal meets all of the Mandatory Requirements. If the information contained in Mandatory Requirements Form(s) does not clearly meet every Mandatory Requirement, the Proposal may be disqualified without further evaluation.

If no Proposal meets all of the Mandatory Requirements, the State may notify the Offerors and allow the Offerors an opportunity to cure the failure to meet the Mandatory Requirements. If a notified Offeror does not cure the failure, the State may reject that Proposal. If a notified Offeror cures its failure to meet Mandatory Requirements, the State maintains sole discretion to continue consideration of the Proposal.

Technical Evaluation

The State will evaluate each Proposal that it has determined is timely, complete, properly formatted, and meets all of the Mandatory Requirements, if any. The evaluation will be scored according to the requirements identified in this RFP.

All Offerors, including current contract holders, if applicable, must provide detailed and complete responses. Proposal evaluations and subsequent scores are based solely on the content of the Proposal. No assumptions will be made or values assigned for the competency of the Offeror who is a current or previous contract holder.

The State may have the Proposals or portions of them reviewed and evaluated by independent third parties. Additionally, the State may seek reviews from end users of the Work or State personnel who have subject matter expertise or an interest in the Work. The State may adopt or reject any recommendations it receives from such reviews and evaluations, or the State may give them such weight as the State believes is appropriate.

During the technical evaluation, the State will calculate a point total for each Proposal evaluated. The State maintains sole discretion to reject any Proposal receiving a significant number of zeros for sections in the technical proposal evaluation. Additionally, the State reserves the right to reject any Proposal failing to meet an average of three out of five of the maximum available points for the Proposal's technical requirements. The State may select any number of the higher-ranking Proposals for the next phase. The number of Proposals advancing to the next phase is within the State's sole discretion.

The State may consider one or more higher-ranking Proposals, but the State may not consider any lower-ranking Proposals unless all higher ranked Proposals are also considered, except as provided herein.

Requests for More Information

The State may request some Offerors to interview, make presentations about their Proposals, or demonstrate the products or services. If the interviews, presentations, or demonstrations are held as part of the technical proposal evaluation, all Offerors having Proposals under evaluation may participate. The State may then use the information gathered from this process in evaluating the merits of the Proposals. The demonstrations, presentations, and interviews may also result in an adjustment of a Proposal's evaluation. The State may evaluate the demonstrations, presentations, and interviews as a separate scoring criterion.

Alternatively, if the interviews, presentations, or demonstrations are held after the technical proposal evaluation, the State may limit them to one or more of the higher-ranking Offerors. The State may limit such interviews, presentations, and demonstrations to areas in which it seeks further information from the Offerors.

Typically, these discussions provide an Offeror with the opportunity to do one or more of the following:

Clarify its Proposal and ensure a mutual understanding of the Proposal content;

Showcase its approach to the Work; and/or

Demonstrate the professionalism, qualifications, skills, and knowledge of its proposed candidates.

The State will schedule the interviews, presentations, and demonstrations at its convenience and discretion. The State will determine the scope and format of any such interviews, presentations, or demonstrations and may record them. Additionally, if the State moves more than one Offeror to this phase, the scope and format of these interviews, presentations, or demonstrations may vary from one Offeror to the next, depending on the issues or concerns the State may have.

F. Cost Evaluation

Before review of the technical proposals or at any time during the evaluation process, the State may review the cost proposals to determine whether any Proposals should be rejected because of excessive cost. After evaluating the technical proposals, or after any interviews, presentations, and demonstrations have occurred, the State may consider the costs of one or more of the higher-ranking Proposals.

The State may select one or more of the Proposals for further consideration in the next phase of the evaluation process based on the formulas contained in Section 6, Evaluation Metrics. The Proposal(s) selected for consideration in the next phase will be the higher-ranking Proposal(s) based on this analysis, excluding any Proposals that the State disqualifies because of excessive cost or other reasons described in this RFP. Alternatively, the State may choose to bypass any or all subsequent phases and award the Contract based solely on its scoring of the preceding phases, subject only to its review of the highest-ranking Offeror's responsibility described in the next subsection.

G. Determination of Responsibility

The State will review the highest-ranking Offeror and proposed subcontractors to ensure that the Offeror is responsible prior to Contract award. The State may reject any Proposal if an Offeror or a subcontractor is determined not to be responsible. The State's determination of an Offeror's responsibility may include the following factors: (i) experience, (ii) financial condition, (iii) facilities, (iv) past conduct and performance on previous contracts, (v) ability to execute the Contract properly, (vi) management skills, and (vii) information security assurances. The State will make such determination of responsibility based on the Proposal, reference evaluations, and any other information the State requests or determines is relevant.

Part of the State's determination of an Offeror's responsibility may include the Offeror's financial ability to perform the Contract. While the RFP may expressly require including audited financial statements in the Proposal, in the absence of such requirement, the State still may require an Offeror to submit audited financial statements for up to three prior years. The State may consider financial information other than the information that the RFP requires as part of the Offeror's Proposal, such as credit reports from third-party reporting agencies.

H. Contract Negotiations

The final phase of the evaluation process may be Contract negotiations. The State may limit negotiations to specific aspects of the RFP, the Contract, or the Proposal. The State may also limit the Offerors with whom the State negotiates. The State maintains discretion whether to permit or dispense with negotiations. An Offeror must not submit a Proposal assuming that there will be an opportunity to negotiate any aspect of the Proposal; any Proposal that is contingent upon the State negotiating with the Offeror may be rejected. If negotiations are held, they will be scheduled at the convenience of the State, and the selected Offeror or Offerors must negotiate in good faith and without unreasonable delay.

If negotiations are unsuccessful with an Offeror, the State may negotiate with the next highest-ranking Offeror.

If the State engages in simultaneous negotiations with multiple Offerors or decides to negotiate with lower-ranking Offerors after finding negotiations with the highest-ranking Offeror unsatisfactory, the State may subsequently adjust the ranking of the Offerors involved in the negotiations based on the negotiations. Any resulting Contract award would then be based on the final, adjusted ranking of Offerors.

The State will seek to prevent disclosure of a Proposal to other Offerors, and the State may not disclose to an Offeror the contents of another Proposal to gain a negotiating advantage. Negotiation techniques that reveal one Offeror's price to another or disclose any other material information derived from competing Proposals are prohibited. Any oral modification of a Proposal will be reduced to writing by the Offeror as described below. Before the award of the Contract or cancellation of the RFP, as applicable, any Offeror attempting to gain access to the content of another Proposal may be disqualified from further consideration.

From the opening of the Proposals to the award of the Contract, everyone involved in the procurement process on behalf of the State will seek to limit access to information contained in the Proposals solely to those people with a need to know the information.

I. Waiver of Defects

The State may waive any defects in any Proposal or errors in the submission process by an Offeror, but the State will only do so when it is in the State's interest and will not cause any material unfairness to another Offeror.

J. Clarifications, Corrections, and Changes

During the evaluation process, the State maintains discretion to request clarifications from any Offeror or give any Offeror the opportunity to correct defects in its Proposal if doing so would not result in an unfair advantage for any Offeror. The State may reject any clarification that is non-responsive or broader in scope than what the State requested. If the State rejects the clarification, or if the Offeror fails to respond to the request for clarification, the State may request additional clarification, consider the Proposal without the clarification, or disqualify the Proposal.

After the Proposal due date, the State may change the requirements or terms and conditions of this RFP and request updated Proposals from those Offerors whose Proposals are under active consideration. In such cases, the State will permit Offerors to withdraw their Proposals if they are unable to meet the changed requirements or terms and conditions.

K. Failure to Negotiate

If an Offeror fails to provide the necessary information for negotiations in a timely manner or fails to negotiate in good faith, the State may terminate negotiations with that Offeror and remove the Proposal from further consideration.

L. Best and Final Offer

The State may request best and final offers (BAFOs) from Offerors. Following negotiations, the State may set a date and time for the submission of BAFOs by the remaining Offeror(s) with which the State conducted negotiations. If negotiations were limited and all changes were reduced to signed writings during negotiations, the State need not require the submissions of BAFOs.

If BAFOs are requested, they may be submitted only once unless the State determines that it is in the State's interest to conduct additional negotiations. In such cases, the State may require another submission of BAFOs. Otherwise, discussion of, or changes to the BAFOs will not be allowed. If an Offeror does not submit a BAFO, the State will treat that Offeror's Proposal (or most recent offer) as its BAFO.

Section 6 - Evaluation Metrics

During the evaluation process, the evaluation team reviews and rates the Proposals based on the following metrics and the weight assigned to each metric. If the metrics contain Mandatory Requirements, those portions of the Proposals are reviewed first, and only Proposals meeting the Mandatory Requirements may remain in the evaluation process.

Mandatory Requirements

The table below lists this RFP's Mandatory Requirements. A Proposal meeting the Mandatory Requirements may be included in the next phase of the evaluation process.

MANDATORY REQUIREMENTS

Scoring

The evaluation team will collectively score each qualifying Proposal.

The table below lists the points available under the RFP and the allocation of those points between the technical proposal and the cost proposal.

SCORING BREAKDOWN

Technical Proposal Scoring

The Scoring Scale table below will be used to rate each Proposal on the technical metrics listed in the Technical Proposal Evaluation table, also below.

The State will score a Proposal by multiplying the rating received in each category by its assigned weight and adding all categories together for the Offeror's total technical score from the Technical Proposal Evaluation table. Numerical values are defined as follows:

SCORING SCALE

TECHNICAL PROPOSAL EVALUATION

Technical proposals that do not meet or exceed a raw score of at least 945 points out of a maximum of 1,575 points may be disqualified from further consideration, and the corresponding cost proposals will not be opened or considered. Only those Offerors whose raw technical score meets or exceeds the minimum required raw score in this paragraph will receive a cost score.

The Offeror with the highest raw score for the technical proposal will receive 1,575 points. The remaining Offerors that are not otherwise disqualified will receive a percentage of the maximum technical points available based upon the following formula:

Technical Score = (Offeror's technical proposal points / highest technical proposal points) x 1,575

Cost Proposal Scoring

The Offeror with the lowest proposed cost will receive 395 points. The remaining Offerors will receive a percentage of the maximum cost points available based upon the following formula:

Cost Score = (lowest proposed cost / Offeror's proposed cost) x 395

Final Scoring

The Offeror with the highest total score will be recommended for the next phase of the evaluation process.

Technical Score + Cost Score = Total Score

Preferences

The State will apply all preferences pursuant to OAC 123:5-1-06.

Following the initial evaluation and scoring, all Proposals will be considered for preferences. Preferences will be calculated at a rate of five percent (5%) for the first preference and two percent (2%) each for the second and third preferences. The preferences will be combined and applied as a total percentage of the original Proposal to determine the score for evaluation purposes.

Preferences will only be applied if there is at least one Offeror that does not qualify for that particular preference. For purposes of qualifying for a preference, an Offeror failing to complete the certification for each preference will be deemed as not qualifying for that preference.

Section 7 - Contract Award

A. Contract Award

The State plans to award the Contract based on the schedule in the RFP, if the State decides the award is in its best interest and has not changed the award date.

A draft Contract is included as Part 8 of this RFP. Once awarded, the State will request the selected Offeror's electronic signature on the Contract using the State's electronic signature solution. The Offeror must provide its electronic signature and return the Contract to the State. The Contract will bind the State only when the State's duly authorized representative signs it, the State issues a purchase order, and all other prerequisites identified in the Contract have occurred.

The State expects the Contractor to commence work upon receipt of a State-issued purchase order. If the State awards a Contract pursuant to the RFP and the Contractor is unable or unwilling to commence the Work, the State reserves the right to cancel the Contract, return to the original RFP process, and evaluate any remaining Proposals for award of the Contract. The evaluation process will resume with the next highest ranking, viable Proposal.

B. Contract Components

If this RFP results in a Contract award, the Contract will consist of this RFP, including all Sections, Parts, Exhibits, written amendments to this RFP, and the version of Contractor's Proposal accepted by the State. It will also include any materials incorporated by reference in the above documents. The terms and conditions for the Contract are contained in Parts 2-4 of this RFP.

CONTRACT

Part 1 - Scope of Work

Work Requirements

The Contractor must serve as the Agency's Health Actuarial Consultant. The Contractor must complete Agency requested reviews of health insurance Rate Filings and the Premium Rates included in those filings.

The Offeror must describe the methodology it will employ to review health insurance Premium Rates in accordance with applicable laws and regulations. The Offeror must demonstrate its ability to provide recommendations regarding the actuarial soundness of the Premium Rates with citation to Ohio's rate filing checklist guidance and/or citation to applicable law and/or regulation. The Contractor must utilize its proposed methodology to perform the Work.

The Offeror must identify all potential staff who it will assign to participate in the Work. This includes the Lead Actuary, the Project Manager, and any other staff who may participate in the Work.

The Contractor must ensure the Lead Actuary possesses experience reviewing major medical for at least one state's department of insurance. The Agency prefers an Offeror that possesses a minimum of three years of experience reviewing major medical for one or more states.

The Offeror must list all health insurance rate review types that the Lead Actuary or other staff assigned to the Work have experience reviewing, including major medical, long term care, excess stop loss, and disability income. The Offeror must identify which staff have experience with each health insurance rate review type.

The Contractor must provide all necessary materials, tools, equipment, and supplies to perform the Work. The Agency will not provide materials, tools, equipment, or supplies.

The Offeror must describe in its Proposal any anticipated challenges to successful completion of the Work and the proposed methods to overcome those challenges. The Contractor will follow the proposed methods if required.

Contractor Tasks and Duties

The Contractor must serve as the Health Actuarial Consultant responsible for the Work as set out below.

The Contractor must act as a consultant assisting in the review of health insurance Rate Filings in accordance with applicable laws and regulations.

The Contractor must receive assignments for Deliverables via email and/or via the System for Electronic Rates and Form Filings (SERFF). The Contractor must maintain access to SERFF to ensure the Agency may assign filings to the Contractor.

The Contractor must use the Agency-provided rate filing checklist to ensure that rates are developed according to sound actuarial principles.

The Contractor must consult with the Agency and assist it to identify what laws and regulations are applicable to the Work and provide advice to the Agency to ensure compliance with those laws and regulations.

The Contractor must assist the Agency with other health actuarial regulatory functions, upon the Agency's request. Examples of other health actuarial regulatory functions include reviewing other types of health insurance and conducting training for Agency staff on special topics.

The Contractor must ensure the Lead Actuary assigned to the Work is an actuary who maintains his or her membership in the American Academy of Actuaries. The Contractor must provide proof of membership if requested by the Agency. Additional work staff are not required to be designated actuaries.

The Agency will assign Work Deliverables to the Contractor and the number of Deliverables may vary depending on the Agency's needs. The chart below lists the number of reviewed filings between 2022 and 2025. The number of past reviewed Rate Filings is not a guarantee of the number of future reviews the Agency will request.

The Contractor must not discuss or disclose to any third party any information or material relating to the Work without the prior consent of the Agency, unless otherwise required by law.

According to the American Academy of Actuaries Code of Professional Conduct, actuaries must avoid of disclose conflicts of interest. The Offeror must describe how it resolves issues related to conflicts of interest. The Contractor must follow the proposed methods if required.

Meetings and Reports

The Contractor must meet virtually with the Agency on a weekly basis. The Contractor and the Agency will mutually agree to the meeting times and video conferencing platform. The Lead Actuary must attend all meetings, along with any other Contractor staff whose presence at the meeting is requested by the Agency. During the meetings, the Contractor must provide weekly updates that include any potential issues with open Rate Filings.

The Contractor must provide a weekly summary report to the Agency. The Contractor must submit the weekly report by the close of business each Monday. Close of business is 10:00 PM Eastern Time. The Contractor must email the report to the Agency. The reports must include the list of Rate Filings with the following details for each:

Date assigned to the Contractor;

Total billable hours spent on the filing; and

Narrative describing the status of review, which includes references to the applicable rule or law for Rate Filing compliance issues.

After the Contractor completes its review of each Rate Filing, it must recommend the approval of the Premium Rates to the assigned Agency contact via email.

Submitted Plans

All applicable final plans submitted by the Contractor in its Proposal and approved by the Agency become part of this Scope of Work as if fully rewritten herein (e.g., Staffing Plan, Work Plan, Transition Plan, etc.).

Part 2 - Contract-Specific Terms and Conditions

Contract Construction and Compensation

Terminology

For purposes of this Contract, any references to "Offeror" in the documents that make up this Contract will mean "Contractor" as of the effective date of this Contract.

Compensation

In consideration of the Contractor's promises and satisfactory performance, the State will pay the Contractor the amount(s) identified in the Contract (the Fee), plus any other expenses identified as reimbursable in the Contract. In no event will payments under this Contract exceed the "not-to-exceed" amount in the Contract without the prior, written approval of the State and, when required, the Ohio Controlling Board and any other source of funding. The Contractor's right to the Fee is contingent upon the complete and satisfactory performance of the Work or, in the case of milestone payments or periodic payments of an hourly, daily, weekly, monthly, or annual rate, all relevant parts of the Work tied to the applicable milestone or period. Payment of the Fee is also contingent on the Contractor delivering a proper invoice and any other documents required by the Contract.

The State may pay any part of the price identified in the Contract as being for a license in Commercial Material (defined in C(2) below) from a third party in accordance with the applicable license agreement, if the license agreement addresses payment.

Fee Structure

The fee structure under this Contract will be a not-to-exceed hourly fee structure. Contractor may only invoice the State for actual hours worked pursuant to the rates set forth in this Contract.

Economic Price Adjustment

The Contract prices(s) will remain firm throughout the initial term of the Contract. Thereafter, the Contractor may submit a request to increase its price(s) to be effective on the effective date of the Contract's renewal. No price adjustment will be permitted prior to the effective date of the increase received by the Contractor from its suppliers; on purchase orders that are already being processed; or on purchase orders that have been filled and are awaiting shipment. If the Contractor receives orders requiring quarterly delivery, the increase will apply to all deliveries made after the effective date of the price increase.

The price increase must be supported by a general price increase in the cost, e.g., increases in the cost of raw materials, labor, freight, workers' compensation and/or unemployment insurance. Detailed documentation, to include a comparison list of the contract items and proposed price increases, must be submitted to support the requested increase. Supportive documentation includes, but is not limited to: copies of the old and the current price lists or similar documents which indicate the original base cost of the product to the Contractor and the corresponding increase, and/or copies of correspondence sent by the Contractor's supplier on the supplier's letterhead, which contain the above price information and explains the source of the increase in such areas as raw materials, freight, fuel or labor, etc.

Should there be a decrease in the cost of the finished product due to a general decline in the market or some other factor, the Contractor is responsible to notify the State immediately. The price decrease adjustment will be incorporated into the contract and will be effective on all purchase orders issued after the effective date of the decrease. If the price decrease is a temporary decrease, such should be noted on the invoice. In the event that the temporary decrease is revoked, the contract pricing will be returned to the pricing in effect prior to the temporary decrease. For quarterly deliveries, any decrease will be applied to deliveries made after the effective date of the decrease. Failure to comply with this provision will be considered as a default and will be subject to Part 4 - Standard Terms and Conditions. Suspension/Termination and the Contract Remedies sections.

Work and Contract Administration

Replacement Personnel

The Contract may contain the names of specific people who will perform the Work. The quality and professional credentials of those people were material factors in the State's decision to enter this Contract. Therefore, the Contractor will use all commercially reasonable efforts to ensure the continued availability of those people. Also, the Contractor will not remove those people from the Work without the prior, written consent of the State, except as provided below.

The Contractor may remove a person listed in the Contract from the Work if doing so is necessary for legal or disciplinary reasons, in the case of the person's resignation, the ceasing of his or her employment with the Contractor, or in the case of a leave of absence due to medical or personal extenuating circumstances. When the unavailability of a listed person becomes known to the Contractor, the Contractor must give the State immediate written notice of the unavailability or removal of the person.

The Contractor must have candidates with equal or better qualifications available to replace any person listed by name in the Contract when needed. The Contractor must submit two resumes of candidates to replace each person removed or who otherwise becomes unavailable, along with such other information as the State may reasonably request, within five business days after the notice.

The State will select one of the two proposed replacements or will reject both within ten business days after the Contractor has submitted the proposed replacements to the State. The State may reject the proposed replacements for any reason.

The Contractor's failure to meet the requirements of this section, which include the specified failures below, will constitute a default:

Failure to provide replacement candidates with equal or better qualifications than the removed or unavailable person;

Failure to provide the notice required under this section; and

Failure to provide two qualified replacement candidates for each removed or unavailable person.

In such a case, the State may seek the remedies available to it under this section or as provided in this Contract.

The State has the right to request the Contractor to remove any person from performing the Work if the State determines that the person has interfered or may interfere with the State's interests of ensuing its operations are carried out in an efficient, professional, legal, and secure manner. In such a case, the request for removal from the State will be considered the required notice under this section, the person requested to be removed by the State will be treated as a person who has become unavailable, and the Contractor will follow the procedures identified above for replacing an unavailable person. This provision also applies to any person engaged by the Contractor's subcontractors.

If the Contractor either removes a person listed in the Proposal from the Work for any reason other than those specified above or does not follow the procedures for removal set forth above, the State may assess liquidated damages in the amount of $1,800.00 for every day from the date on which the individual was removed to the date the individual's qualified replacement, selected in accordance with the process identified in this section, starts performing on the Work. Should the State assess liquidated damages or otherwise be entitled to damages under this provision, the State may offset these damages from any fees due to the Contractor under this Contract.

Ownership of Deliverables

Custom Software

Custom Software means custom Deliverables such as software, scripts, or similar computer instructions developed for the State. In addition to the rights and requirements described above for custom Deliverables, the State is entitled to the source material for all Custom Software. Scripts and similar functionality may not be locked or otherwise protected from access by the State unless the State has the passwords or other tools necessary to access them. Source material must include annotations or comments according to industry standards. Further, the State is entitled to any working papers the Contractor has developed during the performance of the Work that would reasonably assist the State in using the Custom Software, that would help the State protect its interests in the Custom Software, or update, modify, or otherwise maintain the Custom Software. This includes all design and architectural materials, such as schemas.

License in Commercial Material

Commercial Material means anything that has been developed at private expense by the Offeror or a third party, commercially available in the marketplace, subject to intellectual property rights, and readily copied through duplication on magnetic media, paper, or other media. Examples of Commercial Material include written reports, books, pictures, videos, movies, computer programs, software, and computer source code and documentation. Commercial Material includes Commercial Software (defined below).

Use of any Commercial Material will be governed by the applicable license terms negotiated and accepted by the State. In addition to the license agreement(s) provided in Contractor's Proposal (as negotiated and accepted by the State), if any Commercial Material is added to the Work after Contract award, Contractor must disclose the applicable license agreement(s) or other terms for any additional Commercial Material and assist the State as needed in any negotiation of the license agreement(s) or other terms.

In addition to the license or other terms applicable to the Commercial Material and except for Commercial Material that is software ("Commercial Software" as defined in the next section):

If the Commercial Material is copyrighted and published, the State will have the rights permitted under the Federal copyright laws for each copy of the Commercial Material delivered to it by the Contractor;

If the Commercial Material is patented, the State will have the rights permitted under the Federal patent laws for each copy of the Commercial Material delivered to it by the Contractor; and

If the Commercial Material consists of trade secrets, the State will have the same rights and duties permitted under the Federal copyright laws for each copy of the Commercial Material delivered to it by the Contractor, whether or not the material is copyrighted when delivered to the State, and the State will treat the Commercial Material as confidential. In this regard, the State will assume all obligations with respect to the Commercial Material that the Contractor assumes under the Confidentiality section of this Contract with respect to State Confidential Information.

Software Licenses

Commercial Software is software sold in the marketplace in substantial quantities in a substantially unaltered form from one transaction to another and that is maintained through a support program that includes regular updates and new releases. It may also include open source and/or freeware, such as GNU software, if made generally available in the marketplace, even though such does not precisely meet the above definition. It does not include shells, subroutines, and similar stock bits of software that are not made generally available in the marketplace but that the Contractor or others routinely incorporate into otherwise custom work. When applicable, all required Commercial Software and associated warranties or maintenance must be purchased in the State's name and pursuant to terms acceptable to the State. Commercial Software must be the current and supported release version. The Contractor must provide to the State all documentation related to Commercial Software purchases, including invoices, packing slips, license agreements, and other identifying details that may be required for inventory, auditing, and accounting.

The Contractor must provide or arrange for licenses for all Commercial Software required under this Contract. For all Commercial Software, the State requires a license that provides adequate usage rights to meet the State's current needs as identified in this Contract.

For Commercial Software, the State will have the rights in items (a) through (h) below with respect to the software. The State will not use any Commercial Software except as provided in items (a) through (h) or as expressly stated otherwise in this Contract. The Commercial Software may be:

Used or copied for use in or with the computer or computers for which it was acquired, including use at any State installation to which such computer or computers may be transferred.

Used or copied for use in or with a backup computer for disaster recovery and disaster recovery testing purposes or if any computer for which it was acquired is inoperative.

Reproduced for safekeeping (archives) or backup purposes.

Modified, adapted, or combined with other computer software, but the modified, combined, or adapted portions of the derivative software incorporating any of the Commercial Software will be subject to same restrictions set forth in this Contract.

Disclosed to and reproduced for use on behalf of the State by support service contractors or their subcontractors, subject to the same restrictions set forth in this Contract.

Used or copied for use in or transferred to a replacement computer.

However:

If the Commercial Software delivered under this Contract is published and copyrighted, it is licensed to the State without disclosure prohibitions.

If any Commercial Software is delivered under this Contract with the copyright notice in 17 U.S.C. 401, it will be presumed to be published, copyrighted, and licensed to the State without disclosure restrictions, unless a statement substantially as follows accompanies such copyright notice: "Unpublished - rights reserved under the copyright laws of the United States.'' The State will treat such Commercial Software as Confidential Information to the extent that such is actually the case.

Hardware

No hardware may be purchased or reimbursed under this Contract.

Warranties, Maintenance, and Additional Insurance

Software Warranty

If this Contract involves software as a Deliverable, then, on acceptance and for 12 months after the date of acceptance of any Deliverable that includes software, the Contractor warrants as to all software developed under this Contract that: (a) the software will operate on the computer(s) for which the software is intended in the manner described in the relevant software documentation, the Contractor's Proposal, and the Contract; (b) the software will be free of any material defects; (c) the Contractor will deliver and maintain relevant and complete software documentation, commentary, and source code; (d) the source code language used to code the software is readily available in the commercial market, widely used and accepted for the type of programming involved, and support programming in the language is reasonably available in the open market; and (e) the software and all maintenance will be provided in a professional, timely, and efficient manner.

For Commercial Software licensed from a third party that is incorporated into a Deliverable, and for which the State has not approved a separate license agreement governing that Commercial Software's warranties as part of the RFP process, the Contractor represents and warrants that it has done one of the following things: (a) obtained the right from the third-party licensor to commit to the warranties and maintenance obligations in this section; (b) obtained a binding commitment from the licensor to make those warranties and maintenance obligations directly to the State; or (c) fully disclosed in the Proposal any discrepancies between the requirements of this section and the commitment the third-party licensor has made.

In addition, for Commercial Software that is incorporated into a Deliverable, the Contractor will: (a) maintain or cause the third-party licensor to maintain the Commercial Software so that it operates in the manner described in the Contract (or any attachment referenced in the Contract) and relevant Commercial Software documentation; (b) supply technical bulletins and updated user guides; (c) supply the State with updates, improvements, enhancements, and modifications to the Commercial Software and documentation and, if available, the commentary and the source code; (d) correct or replace the Commercial Software and/or remedy any material programming error that is attributable to the Contractor or the third-party licensee; (e) maintain or cause the third-party licensor to maintain the Commercial Software and documentation to reflect changes in the subject matter with which the Commercial Software deals; and (f) maintain or obtain a commitment from the third-party licensor to maintain the Commercial Software so that it will properly operate in conjunction with changes in the operating environment in which it is designed to operate.

For purposes of the warranties and the delivery requirements in this Contract, software documentation means well written, readily understood, clear, and concise instructions for the software's users as well as a system administrator. The software documentation will provide the users of the software with meaningful instructions on how to take full advantage of all of the capabilities designed for end users. It also means installation and system administration documentation for a system administrator to allow proper control, configuration, and management of the software. Source code means the uncompiled operating instructions for the software. However, the Contractor will not be obligated to provide source code for Commercial Software unless it is readily available from the licensor. The source code must be provided in the language in which it was written and will include commentary that will allow a competent programmer proficient in the source language to readily interpret the source code and understand the purpose of all routines and subroutines contained within the source code.

Software Maintenance

If this Contract involves software as a Deliverable, then, during the warranty period, as well as any optional maintenance periods that the State exercises, the Contractor must correct any material programming errors that are attributable to the Contractor within a reasonable period of time. However, the State must notify the Contractor, either orally or in writing, of a problem with the software and provide sufficient information for the Contractor to identify the problem.

The Contractor's response to a programming error will depend upon the severity of the problem. For programming errors that slow the processing of data by a small degree, render minor and non-mandatory functions of the applicable system inoperable or unstable, or require users or administrators to employ workarounds to fully use the software, Contractor will respond to the request for resolution within four business hours. Furthermore, the Contractor must begin working on a proper solution for the problem within one business day, dedicating the resources required to fix the problem. For any defects with more significant consequences, including those that render key functions of the applicable system inoperable or significantly slow processing of data, the Contractor will respond within two business hours of notice. The Contractor also must begin working on a proper solution for the problem immediately after responding and, if requested, provide on-site assistance and dedicate all available resources to resolving the problem.

For software classified as Commercial Software in the Ownership of Deliverables section and for which the State has not signed a separate license agreement, the Contractor must acquire for the State the right to maintenance for one year. That maintenance must be the third-party licensor's standard maintenance program, but at a minimum, that maintenance program must include all, updates, patches, and fixes to the software. It also must include a commitment to keep the software current with the operating environment in which it is designed to function (and, if applicable, the subject matter covered by the software) and to correct material defects in the software in a timely fashion. Additionally, the Contractor must obtain a commitment from the licensor to make maintenance available for the software for at least five years after the first year of maintenance. The Contractor also must obtain a commitment from the licensor to limit increases in the annual fee for maintenance to no more than 7% annually. If the licensor is unable to provide maintenance during that five-year period, then the licensor must be committed to doing one of the following two things: (a) give the State a pro rata refund of the license fee based on a five-year useful life; or (b) release the source code for the software (except third party software) to the State for use by the State solely for the purpose of maintaining the copy(ies) of the software for which the State has a proper license. For purposes of receiving the source code, the State agrees to treat it as confidential and to be obligated to the requirements under the Confidentiality section of this Contract with respect to the source code.

5. Additional Insurance

In addition to the insurance requirements in Part 4 - Standard Terms and Conditions, the Contractor must also procure and maintain for the duration of the Contract, the insurance coverage set forth below.

Professional Liability (Errors and Omissions) Insurance appropriate to the Contractor's profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage must be sufficiently broad to respond to the duties and obligations undertaken by Contractor in this Contract and must cover all applicable Contractor personnel or subcontractors who perform professional services related to this Contract.

Deliverables and Acceptance

Submittal of Deliverables

The Contractor must perform its tasks in a timely and professional manner that produces Deliverables that fully meet the Contract's requirements. The Contractor must complete the Work in steps that will result in Deliverables associated with those steps, and the Contractor must provide the required Deliverables no later than the due dates proposed in the RFP or included in the Contractor's Work Plan as approved by the State. At the time of delivery of a written Deliverable, the Contractor must submit an original and one copy of each Deliverable, plus an electronic copy. The Contractor must provide the electronic copy in a file format acceptable to the State. Also, with each Deliverable, the Contractor must submit a deliverable submittal form in a mutually agreed to format, signed by the State's Work Manager.

By submitting a Deliverable, the Contractor represents that, to the best of its knowledge, it has performed the associated tasks in a manner that meets the Contract's requirements.

The Contractor must provide all Deliverables to the Agency Representative, who will review (or delegate review of) the materials or documents within a reasonable time after receipt, as specified in the Work Plan.

If the State determines that a Deliverable is not in compliance, the Agency Representative will note the reason for non-compliance on the Deliverable Submittal Form and send the form to the Contractor's designated personnel. At no expense to the State, the Contractor then must bring the Deliverable into conformance and re-submit it to the Agency Representative within ten business days.

If the State agrees the Deliverable is compliant, the Agency Representative will indicate that by signing the Deliverable Submittal Form and returning a copy of it to the Contractor. In addition, if the Agency Representative or designee determines that the State should make a payment associated with the Deliverable, the Agency Representative will indicate that the payment should be made on the Deliverable Submittal Form.

The Deliverable Submittal Form authorizing payment and the payment itself do not indicate the State has accepted the Deliverables associated with the payment. The State's acceptance of the Deliverables that are part of developing the Work is conditioned on a successful performance test upon completion of the Work.

Status reports are not subject to a review and approval process.

Inconsistencies Between Contract and Deliverables

If any terms and conditions incorporated in a Deliverable, or other work product, are in addition to, inconsistent with, or conflict with the Contract, such terms and conditions are excluded and the Contract will prevail.

Transition Assistance Services

Overview

The Contractor must provide to the State the Transition Assistance Services set forth herein in connection with the termination or expiration of the Contract.

Transition Assistance Services means (a) to the extent requested by the State, the continued performance by Contractor of its obligations under the Contract (including providing the Work which is subject to termination or expiration), and (b) the provisioning of such assistance, cooperation, and information as is reasonably necessary to enable a smooth transition of the applicable Work to the State or its designated third-party provider (Successor).

The Contractor must cooperate with the State in its attempts at transferring the Work to another provider in a manner that must not adversely affect the provision of ongoing Work.

Responsibilities

Commencing upon a notice of termination or of non-renewal of this Contract, and continuing through the effective date of expiration or, if applicable, of termination of this Contract, Contractor must provide to the State, or at the State's request to the State's designee, the Transition Assistance Services requested by the State to allow the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to the State or a Successor (including a competitor of Contractor). Contractor must also provide Transition Assistance Services in the event of any partial termination of this Contract (e.g., termination of an element or other component of the Work) by the State, such assistance to commence upon the State's notice of termination to Contractor.

Transition Assistance Services include the following:

For a period of up to 12 months following the effective date of termination or expiration of this Contract, at the State's request, Contractor must continue to provide Transition Assistance Services pursuant to the terms and conditions and at the same rates set forth in the Contract;

If the State decides to obtain the Work from another contractor or perform the Work itself and when reasonably requested by the State, Contractor must provide to the State such information and other cooperation regarding performance of the Work as would be reasonably necessary for the State or a third-party to prepare an informed option analysis for such Work, and for the State or a third-party not to be disadvantaged compared to Contractor if Contractor were to be invited by the State to submit a proposal for further performance of the Work; and

In addition to the requirements in this section, in the event of a transfer of Work back to the State and at the State's sole discretion, Contractor must design and implement a training program to State employees designed to convey operational and technical knowledge associated with the ongoing operation of the Work, conduct knowledge and documentation transfers for the then-current operational processes and tasks, and work to ensure an overall continuity of Work until such time as State employees can reasonably perform the roles in keeping with service levels and other operational quality, timeliness and accuracy considerations associated with the delivery of the Work. These services must be priced utilizing the contract rates and as approved by the State.

Contractor acknowledges that, in the event it breaches (or threatens to breach) its obligation to provide the Transition Assistance Services required in this section, the State may be irreparably harmed. In such a circumstance, the State may proceed directly to court. If a court of competent jurisdiction should find that Contractor has breached (or threatened to breach) any such obligations, Contractor agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief (including the posting of bond), it must not oppose the entry of an appropriate order compelling performance by Contractor and restraining it from any further breaches (or threatened breaches).

Transition Assistance Standards

The terminated or expired Work must be transferred to the State or its Successor(s) in an efficient and orderly manner.

The impact on the State's business (including its personnel and customers) and the internal and third-party costs incurred by the State in transferring the terminated Work must be acceptable to the State under the circumstances.

The terminated Work continues to be performed by the Contractor without disruption or deterioration until the transfer has occurred: (i) consistent with the terms and conditions of this Contract, or (ii) as otherwise approved by the State in an amendment to this Contract.

Transition Assistance Plan

If Transition Assistance Services are requested by the State, the Contractor must provide a Transition Assistance Plan to the State. The contents of Transition Assistance Plan must include, unless otherwise agreed, the services, functions, and activities defined below:

Documentation of existing and planned Work and support activities;

Identification of the Work and related positions or functions that require transition and a schedule, plan and procedures for the State or the Successor assuming or reassuming the responsibilities;

Description of actions to be taken by Contractor in performing the Transition Assistance Services;

Description of how the transfer of (i) relevant information regarding the Work, (ii) resources (if any), (iii) operations, and (iv) contracts (if any) may be achieved;

Description in detail of any dependencies necessary for Contractor to perform the Transition Assistance Services (including an estimate of the specific Contractor staffing required);

Inventory of documentation and work products required to facilitate the termination and transition of responsibilities;

Assist the State in the identification of significant potential risk factors relating to the termination and transition and in designing plans and contingencies to mitigate the risk;

Set out the timeline for the transfer of each component of the terminated Work (including key milestones to track the progress of the transfer); and

Define a schedule and plan for the Contractor's return to the State of (i) the State Work locations then occupied by Contractor (if any), and (ii) the State Confidential Information, State Data, documents, records, files, tapes, and disks in Contractor's possession.

Transition Management Team

Contractor must provide a Lead Actuary responsible for Contractor's overall performance of the Transition Assistance Services that will be the primary point of contact for the State with respect to the Transition Assistance Services.

The State must appoint an Agency contact to be the primary point of contact for the Contractor during the Transition Assistance Services period. Additionally, the State may appoint a Transformation Team that would be responsible for the review of the Work to facilitate an orderly termination and transition of Work.

Operational Transfer

Contractor must perform the activities reasonably required to affect a smooth and orderly transfer of operational responsibility for the transitioned Work, including the following:

Cooperating with the State's contingency plans as part of the migration of terminated Work; and

After the transfer of the terminated Work to the State, the Successor, or both, providing additional assistance as reasonably requested by the State to facilitate continuity of operations, through the end of the Transition Assistance Services period.

Additional Data Security and Privacy Terms

In addition to the Data Security and Privacy Terms in Part 4, the Contractor must comply with the additional data security and privacy terms set forth below.

HIPAA Compliance

When the Contractor is handling Contract Data that includes health or medical data, the Contractor must comply with the data handling and privacy requirements of HIPAA and its associated regulations. Additionally, some or all of the Contract Data may be client identifying information covered by 42 C.F.R. Part 2. Contractor may only disclose such client identifying information back to the State and is bound in all respects by the regulations of 42 C.F.R. Part 2. If required, the Contractor must execute a business associate agreement with the State when handling protected health information.

Part 3 - RFP-Specific Terms and Conditions

Scope of Work

The Contractor must fully identify, describe, and document all Deliverables that are a part of the Work. Unless expressly excluded elsewhere in the Contract, all hardware, software, supplies, and other required components (such as documentation, conversion, training, and maintenance) necessary for the Work to be complete and useful to the State are included in the Work and cost proposal.

The Contractor will perform the Work in a professional, timely, and efficient manner and will provide the Deliverables in a proper fashion. The Contractor will also furnish its own support staff necessary for the satisfactory performance of the Work.

The Contractor will consult with the appropriate Agency Representative and others necessary to ensure a thorough understanding of the Work and satisfactory performance. The State may give instructions to or make requests of the Contractor relating to the Work. The Contractor will comply with those instructions and fulfill those requests in a timely and professional manner. Those instructions and requests will be for the sole purpose of ensuring satisfactory completion of the Work and will not amend or alter the scope of the Work. Any amendments or alterations to the Work must be by written amendment in accordance with Parts 2, through 4 of the Contract.

Other Contractors

The State may hold other contracts for additional or related work. The Contractor must fully cooperate with all other contractors and State employees, and coordinate its work with such other contractors and State employees as may be required for the smooth and efficient operation of all related or additional work. The Contractor may not act in any way that may unreasonably interfere with the work of any other contractors or the State's employees. Additionally, the Contractor must include the obligations of this provision in all contracts with its subcontractors that perform the Work.

Representatives

The State's representative under this Contract will be the person identified in the Contract or in a subsequent notice to the Contractor as the Agency Representative. The Agency Representative will review all reports the Contractor makes in the performance of the Work, will conduct all liaison with the Contractor, and will accept or reject the Deliverables and the completed Work. The Agency Representative may delegate their responsibilities for individual aspects of the Work to one or more managers, who may act as the Agency Representative for those individual portions of the Work.

The Contractor's representative under this Contract will be identified in the Contract. The designated representative will be the Contractor's liaison with the State under this Contract. The representative also will conduct all Work meetings and prepare and submit to the Agency Representative all reports, plans, and other materials that the Contract requires from the Contractor.

Either party, upon written notice to the other party, may designate another representative. However, the Contractor may not replace the designated representative without the approval of the State if that person is identified in the Contract by name or as key Work personnel.

Work Responsibilities

The State will be responsible for providing only those things expressly identified, if any, in the Contract. If the State has agreed to provide facilities or equipment, the Contractor, by signing this Contract, warrants that the Contractor has either inspected the facilities and/or equipment or has voluntarily waived an inspection and will work with the equipment and/or facilities on an "as is" basis.

The Contractor will assume the lead in the areas of management, design, and development of the Work. The Contractor will coordinate the successful execution of the Work and direct all Work activities on a day-to-day basis, with the advice and consent of the Agency Representative. The Contractor will be responsible for all communications regarding the progress of the Work and will discuss with the Agency Representative any issues, recommendations, and decisions related to the Work.

If the Work, or parts of it, requires installation on the State's property, the State will provide the Contractor with reasonable access to the installation site for the installation and any site preparation that is needed. After the installation is complete, the Contractor will complete an installation letter and secure the signature of Agency Representative certifying that installation is complete and the Work, or applicable portion of it, is operational. The letter will describe the nature, date, and location of the installation, as well as the date it was certified as installed and operational by the Agency Representative.

Unless otherwise provided in the Contract, the Contractor is responsible for obtaining all official permits, approvals, licenses, certifications, and similar authorizations required by any local, state, or federal agency for the Work and maintaining them throughout the duration of this Contract.

Delay

The State may also have certain obligations to meet. Those obligations, if any, are also listed in this Contract. If the State agrees that the Contractor's failure to meet the delivery, milestone, or completion dates in this Contract is due to the State's failure to meet its own obligations in a timely fashion, then the Contractor will not be in default, and the delivery, milestone, and completion dates affected by the State's failure to perform will be extended by the same amount of time as the State's delay. The Contractor may not rely on this provision unless the Contractor has in good faith exerted all professional management skill to avoid an extension and has given the State meaningful written notice of the State's failure to meet its obligations within five business days of the Contractor's realization that the State's delay will impact the Work. The notice to the State must be directed at making the State aware of its delay and the impact of its delay. It must be sent to the Agency Representative and the State procurement contact for this Contract. Remedies resulting from the State's delay will be at the State's discretion.

Unless the State decides, in its sole and exclusive judgment, that an equitable adjustment in the Contractor's Fee is warranted in the case of an extended delay, an extension of the Contractor's time to perform will be the Contractor's exclusive remedy for the State's delay. Should the State determine that an equitable adjustment in the Contractor's Fee is warranted, the equitable adjustment will be handled as a Change Order under the Changes to Scope of Work Section of this Contract below, and the extension of time and equitable adjustment will be the exclusive remedies of the Contractor for the State's delay.

Changes to Scope of Work

The State may make reasonable changes within the general scope of the Work. The State will do so by issuing a written order under this Contract describing the nature of the change (Change Order) in the format prescribed by the State. Additionally, if the State provides directions or makes requests of the Contractor without a Change Order, and the Contractor reasonably believes the directions or requests are outside the specifications for the Work, the Contractor will have the right to request a Change Order from the State. All Change Orders must be completed using the State's Change Request Form and will not be effective until incorporated into this Contract via written amendment. Scope of Work changes will be managed as follows: (i) pricing for the change will be provided by the Contractor; (ii) the State will execute a Change Order once it and the Contractor have agreed on the description of and specifications for the change as well as any equitable adjustments that need to be made to the Contractor's Fee or the performance schedule for the Work; (iii) within five business days after receiving the Change Order, the Contractor will sign it to signify agreement; and (iv) the Change Order is incorporated into this Contract via written amendment.

In no event will the State be responsible for any increase in the Fee or revision to any delivery schedule unless the relevant change was specifically ordered in writing by the State and the Contractor has complied with the requirements of this section. Provided the State has complied with the procedure for Change Orders in this section, nothing in this clause will excuse the Contractor from proceeding with performance of the Work, as changed.

If the State and the Contractor are unable to agree on an equitable adjustment to Contractor's Fee, and the Contractor seeks an equitable adjustment in its Fee, the Contractor must submit its actual costs for materials needed for the change (or estimated amount if the precise amount of materials cannot be determined) and an estimate of the hours of labor required to do the work under the Change Order. The Contractor must break down the hours of labor by employee position for each employee involved in the change. The total amount of the equitable adjustment for the Change Order will be made based on the actual cost of materials (or estimated materials) and number of hours worked using the rate card in the cost proposal. The calculated amount will be the not-to-exceed amount of the Change Order. If the change involves removing a requirement from the Work or replacing one part of the Work with the change, the State will receive a credit for the Work no longer required under the original scope of Work. The credit will be calculated in the same manner as the Contractor's Fee for the change, and the not-to-exceed amount will be reduced by this credit.

The Contractor is responsible for coordinating changes with its subcontractors and adjusting their compensation and performance schedule. The State will not pay any subcontractor for the Change Order. If a subcontractor will perform any Work under a Change Order, that Work must be included in the Contractor's not-to-exceed amount for the Change Order.

The required format for any Change Requests under this Contract is included in Part 3, Section G below.

Approved and signed Change Requests must be added to the Contract through an amendment as described in Part 4 - Standard Terms and Conditions, Contract Amendments/Waiver section.

Change Request Format

All Change Requests under this Contract must utilize the Contract Change Request Form located at , be approved by both the Contractor and the Agency, and be incorporated into the Contract through a written amendment.

Bill to Address

The State will provide the bill to address(s) after Contract award. The bill to address may vary depending upon the work or services delivered.

Reimbursable Expenses

There are no reimbursable expenses permitted under this Contract.

Part 4 - Standard Terms and Conditions

The Standard Terms and Conditions applicable to this Contract are found at the following link:

Part 5 - Cost Proposal

The Cost Proposal Form, SRC0000034100 Part 5 Cost Proposal.xslx, as fully negotiated and mutually agreed upon between the parties, is incorporated into this Contract by reference as if fully rewritten herein.

Part 6 - Mutually Agreed Upon Changes

The fully negotiated and agreed upon final version of the proposed exceptions or changes will be set forth in this Part 6 and become part of the Contract.

Part 7 - Required Forms

This part includes the forms described in Section 4, subsection B(1)(a), Required Forms, above and includes the following forms:

Form 7a - Offeror Certification Form

Form 7b - Offeror Registration Form

Form 7c - Independent Contractor Acknowledgement Form

Form 7d - Subcontractor Utilization Form

Form 7e - Offeror Profile Form

Form 7f - Offeror Prior Project Experience and Qualifications Form

Form 7g - Affirmation and Disclosure Form

Form 7h - Preference Certification Form

Form 7i - Candidate Information, Education, and Training Form

Form 7j - Candidate Experience Requirement Form

Form 7k - Offeror Redaction Justification Form

Form 7l - Proposed Pre-Existing Materials and Commercial Software Form

Form 7m - Offeror Proposed Exceptions and Assumptions

Form 7n - Mandatory Requirements Form

FORM 7a

OFFEROR CERTIFICATION FORM

The Offeror certifies that its responses to the following statements are true and accurate. The Offeror's answers apply to the last seven years. Please indicate yes or no in each column.