REQUEST FOR PROPOSALS FOR PROFESSIONAL SERVICES

ACTUARIAL CONSULTING SERVICES

ISSUED BY DEPARTMENT OF INSURANCE

CONTRACT NUMBER DOI26002-ACTUARIAL

Contents:

I. Overview

II. Scope of Services

III. Required Information

IV. Professional Services RFP Administrative Information

V. Contract Terms and Conditions

VI. RFP Miscellaneous Information

VII. Attachments

Appendix A - MINIMUM MANDATORY SUBMISSION REQUIREMENTS

Appendix B - SCOPE OF WORK AND TECHNICAL REQUIREMENTS Appendix C - PAYMENT SCHEDULE

** Ctrl + Click on the headings above will take you directly to the section.

I. Overview The State of Delaware Department of Insurance (the “Department’), seeks professional services to hire an independent contractor for actuarial consulting services. This request for proposals (“RFP”) is issued pursuant to 18 Del. C. 307(b) and 29 Del. C. §§ 6981 and 6982.

The proposed schedule of events subject to the RFP is outlined below:

Public Notice Date: __Monday, June 22, 2026_______________

Deadline for Questions Date: Monday, June 29, 2026_________________

Response to Questions Posted by: Date: __Thursday, July 9, 2026__________________

Deadline for Receipt of Proposals Date: __Thursday, July 16, 2026, at 4:00 PM (Local Time)

Estimated Notification of Award Date: __Monday, August 17, 2026________________

Each proposal must be accompanied by a transmittal letter which briefly summarizes the proposing firm’s interest in providing the required professional services. The transmittal letter must also clearly state and justify any exceptions to the requirements of the RFP which the applicant may have taken in presenting the proposal. (Applicant exceptions must also be recorded on Attachment 3).

Furthermore, the transmittal letter must attest to the fact, at a minimum, that the Vendor shall not store or transfer non-public State of Delaware (“State”) data outside of the United States. For technology related solicitations, Vendors may refer to the Delaware Department of Technology and Information identified terms and conditions included in this solicitation.

The State reserves the right to deny any and all exceptions taken to the RFP requirements.

STATE OF DELAWARE

Department of Insurance

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MANDATORY PREBID MEETING

A mandatory pre-bid meeting has not been established for this Request for Proposal.

II. Scope of Services Pursuant to its authority under 18 Del. C. § 307(b), the Department is issuing this RFP to select one firm as an independent contractor for actuarial consulting services.

This RFP will define the scope of the work to be performed, the requirements Vendor must address, the method for response, and the administrative requirements that must be followed. Particularized details for Scope of Services and Payment Schedule are provided in Appendices B and C, respectively, and are made part of this RFP.

III. Required Information The following information shall be provided in each proposal in the order listed below. Failure to respond to any request for information within this proposal may result in rejection of the proposal at the sole discretion of the State.

A. Minimum Requirements

1. Provide Delaware license(s) and/or certification(s) necessary to perform services as identified in the scope of work.

Prior to the execution of a contract, the successful Vendor shall either furnish the Department with proof of State of Delaware Business Licensure or initiate the process of application where required.

2. Vendor shall provide responses to this RFP scope of work and clearly identify capabilities as presented in the General Evaluation Requirements below.

3. Complete all appropriate attachments and forms as identified within the RFP.

4. Proof of insurance and amount of insurance shall be furnished to the Department prior to the start of the contract period and shall be no less than as identified in this RFP, Section V, Item G, subsection 8 (insurance).

5. Disclosure of any contractual relationship with insurance entities. The preferred Vendor will be one who is independent of the insurance industry, not including other state or federal regulating bodies.

B. General Evaluation Requirements

1. Description of experience, expertise, and reputation.

2. Familiarity with the work required as set out in the Scope of Services.

3. Capacity to meet the requirements of the work required as set out in the Scope of Services (size, financial condition, etc.)

4. Location (geographical)

5. Disclosure of any discipline or censure by any regulatory body. If any, describe the principal facts and outcome.

6. Disclosure of any litigation or other legal proceedings within the last 5 years. If any, provide an explanation and current status or disposition.

7. Detailed description of approach in performing services referred to under Scope of Services.

8. Description of ability to perform the services referred to under Scope of Services.

9. Financial terms pursuant to which the Vendor is willing to enter into a contract with the Department.

10. References from at least 3 prior clients/employers.

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IV. Professional Services RFP Administrative Information A. RFP Issuance

1. Public Notice

Public notice has been provided in accordance with 29 Del. C. § 6981.

2. Obtaining Copies of the RFP This RFP is available in electronic form through the State Procurement website at https://bids.delaware.gov/. Paper copies of this RFP will not be available.

3. Assistance to Vendors with a Disability Vendors with a disability may receive accommodation regarding the means of communicating this RFP or participating in the procurement process. For more information, contact the Designated Contact no later than ten days prior to the deadline for receipt of proposals.

4. RFP Designated Contact All requests, questions, or other communications about this RFP shall be made in writing to the Department. Address all communications to the person listed below; communications made to other State personnel or attempting to ask questions by phone or in person will not be allowed or recognized as valid and may disqualify the Vendor. Vendors should rely only on written statements issued by the RFP designated contact.

State of Delaware

Attn: Alisa Pritchard, Regulatory Specialist RFP: Actuarial Consulting Services 1351 West North Street, Suite 101 Dover, Delaware 19904 Email: DOI-Legal@delaware.gov

To ensure that written requests are received and answered in a timely manner, electronic mail (e-mail) correspondence is acceptable, but other forms of delivery, such as postal and courier services can also be used.

5. Consultants and Legal Counsel The Department may retain consultants or legal counsel to assist in the review and evaluation of this RFP and Vendor responses. Bidders shall not contact the Department’s consultant or legal counsel on any matter related to the RFP.

6. Contact with State Employees Direct contact with State employees other than the Department’s Designated Contact regarding this RFP is expressly prohibited without prior consent. Vendors directly contacting State employees risk elimination of their proposal from further consideration. Exceptions exist only for organizations currently doing business in the State who require contact in the normal course of doing that business.

7. Organizations Ineligible to Bid Any individual, business, organization, corporation, consortium, partnership, joint venture, or any other entity including subcontractors currently debarred or suspended is ineligible to bid. Any entity ineligible to conduct business in the State for any reason is ineligible to respond to the RFP.

8. Exclusions

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The Proposal Evaluation Team reserves the right to refuse to consider any proposal from a Vendor who:

a. Has been convicted for commission of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of the contract or subcontract:

b. Has been convicted under State or Federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or other offense indicating a lack of business integrity or business honesty that currently and seriously affects responsibility as a State contractor:

c. Has been convicted or has had a civil judgment entered for a violation under State or Federal antitrust statutes:

d. Has violated contract provisions such as;

1) Known failure without good cause to perform in accordance with the specifications or within the time limit provided in the contract; or

2) Failure to perform or unsatisfactory performance in accordance with terms of one or more contracts;

e. Has violated ethical standards set out in law or regulation; and

f. Any other cause listed in regulations of the State determined to be serious and compelling as to affect responsibility as a State contractor, including suspension or debarment by another governmental entity for a cause listed in the regulations.

B. RFP Submissions

1. Acknowledgement of Understanding of Terms By submitting a bid, each Vendor shall be deemed to acknowledge that it has carefully read all sections of this RFP, including all forms, schedules and exhibits hereto, and has fully informed itself as to all existing conditions and limitations.

2. Proposals To be considered, all proposals must be submitted in writing and respond to the items outlined in this RFP. The State reserves the right to reject any non-responsive or non-conforming proposals. Each proposal must be submitted electronically via email. Each email submission must include separate, clearly labeled documents in Microsoft Word or PDF format, including the Transmittal Letter, Proposal, and Pricing file.

All properly marked proposals are to be emailed to the Department and received no later than 4:00 PM (Local Time) on July 16, 2026. The electronic copy must include the complete Proposal and all Proposal attachments in a single email.

Email for electronic submission: DOI-Legal@delaware.gov

Vendors are directed to title the email subject line as follows: “BID ENCLOSED / DOI26002- ACTUARIAL (Vendor name).”

Any Proposal received after the Deadline for Receipt of Proposals date shall not be considered and shall be returned unopened. The proposing Vendor bears the risk of delays in delivery.

Upon receipt of Vendor Proposals, each Vendor shall be presumed to be thoroughly familiar with all specifications and requirements of this RFP. The failure or omission to examine any form, instrument or document shall in no way relieve Vendors from any obligation in respect to this RFP.

3. Proposal Modifications

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Any changes, amendments or modifications to a proposal must be made in writing, submitted in the same manner as the original response and conspicuously labeled as a change, amendment, or modification to a previously submitted proposal. Changes, amendments, or modifications to proposals shall not be accepted or considered after the hour and date specified as the deadline for submission of proposals.

4. Proposal Costs and Expenses The State will not pay any costs incurred by any Vendor associated with any aspect of responding to this solicitation, including proposal preparation, printing or delivery, attendance at Vendor’s conference, system demonstrations or negotiation process.

5. Proposal Expiration Date Prices quoted in the proposal shall remain fixed and binding on the bidder at least through May 26, 2027. The Department reserves the right to ask for an extension of time if needed.

6. Late Proposals Proposals received after the specified date and time will not be accepted or considered. To guard against premature opening, the subject line of the email shall be plainly marked according to the instructions provided in IV.B.2. Evaluation of proposals is expected to begin shortly after the proposal due date. To document compliance with the deadline, the Department will apply the time and date the email is received, as reflected in the Department’s email system timestamp.

7. Proposal Opening The Department will receive proposals until the date and time shown in this RFP. Proposals will be opened in the presence of State personnel. Any unopened proposals will be returned to the submitting Vendor.

There will be no public opening of proposals, but a public log will be kept of the names of all Vendor organizations that submitted proposals.

8. Non-Conforming Proposals Non-conforming proposals will not be considered. Non-conforming proposals are defined as those that do not meet the requirements of this RFP. The determination of whether an RFP requirement is substantive, or a mere formality shall reside solely within the State and the Department.

9. Concise Proposals The State discourages overly lengthy and costly proposals. It is the desire that proposals be prepared in a straightforward and concise manner. Unnecessarily elaborate brochures or other promotional materials beyond those sufficient to present a complete and effective proposal are not desired. The Department’s interest is in the quality and responsiveness of the Proposal to the specific information requested in this RFP.

10. Realistic Proposals It is the expectation of the Department that Vendors can fully satisfy the obligations of the proposal in the manner and timeframe defined within the proposal. Proposals must be realistic and must represent the best estimate of time, materials and other costs including the impact of inflation and any economic or other factors that are reasonably predictable.

Neither the Department nor the State shall bear any responsibility or increase obligation for a Vendor’s failure to accurately estimate the costs or resources required to meet the obligations defined in the proposal.

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11. Confidentiality of Documents The State and its constituent agencies are required to comply with the State Freedom of Information Act, 29 Del. C. § 10001, et seq. (“FOIA”). FOIA requires that the State’s records are public records (unless otherwise declared by FOIA or other law to be exempt from disclosure) and are subject to inspection and copying by any person upon a written request. The content of selected and non-selected Proposals will become subject to FOIA’s public disclosure obligations upon submission to the Department.

The State wishes to create a business-friendly environment and procurement process. As such, the State respects the Vendor community’s desire to protect its intellectual property, trade secrets, and confidential business information (collectively referred to herein as “confidential business information”). Proposals must contain sufficient information to be evaluated. If a Vendor feels that they cannot submit their proposal without including confidential business information, they must adhere to the following procedure, or their proposal may be deemed unresponsive, may not be recommended for selection, and any applicable protection for the Vendor’s confidential business information may be lost.

In order to allow the State to assess its ability to protect a Vendor’s confidential business information, Vendors will be permitted to designate appropriate portions of their proposal as confidential business information. Designations which purport to protect the entire submission without appropriate designations will be rejected and any applicable protection for Vendor’s confidential business information will be lost.

Vendor(s) may submit portions of a proposal considered to be confidential business information in a separate, sealed envelope labeled “Confidential Business Information” and include the specific RFP number. The envelope must contain a letter from the Vendor’s legal counsel describing the documents in the envelope, representing in good faith that the information in each document is not “public record” as defined by 29 Del. C. § 10002, and briefly stating the reasons that each document meets the said definitions. Confidential designations without a letter from Vendor’s legal counsel will be rejected, and any applicable protection for Vendor’s confidential business information may be lost.

Upon receipt of a proposal accompanied by such a separate, sealed envelope, the Department will open the envelope to determine whether the procedure described above has been followed. A Vendor’s allegation as to its confidential business information shall not be binding on the State. The State shall independently determine the validity of any Vendor designation as set forth in this section.

Any Vendor submitting a proposal or using the procedures discussed herein expressly accepts the State’s absolute right and duty to independently assess the legal and factual validity of any information designated as confidential business information. Accordingly, Vendor(s) assume the risk that confidential business information included in a proposal may enter the public domain.

12. Multi-Vendor Solutions (Joint Ventures) Multi-Vendor solutions (joint ventures) will be allowed only if one of the venture partners is designated as the “prime contractor”. The “prime contractor” must be the joint venture’s contact point for the Department and be responsible for the joint venture’s performance under the contract, including all project management, legal and financial responsibility for the implementation of all Vendor systems.

If a joint venture is proposed, a copy of the joint venture agreement clearly describing the responsibilities of the partners must be submitted with the proposal. Services specified in the proposal shall not be subcontracted without prior written approval by the Department, and approval of a request to subcontract shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of the work. Further, Vendor shall be and remain liable for all damages to the Department caused by negligent performance or non-performance of work by its subcontractor or its sub-subcontractor.

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Multi-Vendor proposals must be a consolidated response with all costs included in the cost summary.

Where necessary, RFP response pages are to be duplicated for each Vendor.

a. Primary Vendor

The Department expects to negotiate and contract with only one “prime Vendor”. The Department will not accept any proposals that reflect an equal teaming arrangement or from Vendors who are co-bidding on this RFP. The prime Vendor will be responsible for the management of all subcontractors.

Any contract that may result from this RFP shall specify that the prime Vendor is solely responsible for fulfillment of any contract with the Department as a result of this procurement. The Department will make contract payments only to the awarded Vendor. Payments to any-subcontractors are the sole responsibility of the prime Vendor (awarded Vendor).

Nothing in this section shall prohibit the State from the full exercise of its options under Section IV.B.17 regarding multiple source contracting.

b. Sub-contracting The Vendor selected shall be solely responsible for contractual performance and management of all subcontract relationships. This contract allows subcontracting assignments; however, Vendors assume all responsibility for work quality, delivery, installation, maintenance, and any supporting services required by a subcontractor.

Use of subcontractors must be clearly explained in the proposal, and major subcontractors must be identified by name. The prime Vendor shall be wholly responsible for the entire contract performance whether or not subcontractors are used. Any sub-contractors must be approved by the Department.

c. Multiple Proposals A primary Vendor may not participate in more than one proposal in any form. Sub-contracting Vendors may participate in multiple joint venture proposals.

13. Sub-Contracting

The Vendor selected shall be solely responsible for contractual performance and management of all subcontract relationships. This contract allows subcontracting assignments; however, Vendors assume all responsibility for work quality, delivery, installation, maintenance, and any supporting services required by a subcontractor.

Use of subcontractors must be clearly explained in the proposal, and subcontractors must be identified by name. Any sub-contractors must be approved by the Department.

14. Discrepancies and Omissions Vendors are fully responsible for the completeness and accuracy of their proposal, and for examining this RFP and all addenda. Failure to do so will be at the sole risk of Vendor. Should Vendor find discrepancies, omissions, unclear or ambiguous intent or meaning, or should any questions arise concerning this RFP, Vendor shall notify the Department’s Designated Contact, in writing, of such findings at least ten (10) days before the proposal opening. This will allow issuance of any necessary addenda. It will also help prevent the opening of a defective proposal and exposure of Vendor’s proposal upon which award could not be made. All unresolved issues should be addressed in the proposal.

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Protests based on any omission or error, or on the content of the solicitation, will be disallowed if these faults have not been brought to the attention of the Designated Contact, in writing, at least ten

(10) calendar days prior to the time set for opening of the proposals.

a. RFP Question and Answer Process

The Department will allow written requests for clarification of the RFP. All questions shall be received no later than June 29, 2026. All questions will be consolidated into a single set of responses and posted on the State’s website at bids.delaware.gov by the date of July 9, 2026.

Vendor names will be removed from questions in the responses released. Questions should be submitted in the following format. Deviations from this format will not be accepted.

• Question number

• Section number

• Paragraph number

• Page number

• Text of passage being questioned

• Question

Questions not submitted electronically to DOI-Legal@delaware.gov shall be accompanied by a CD and questions shall be formatted in Microsoft Word.

15. State’s Right to Reject Proposals

The Department reserves the right to accept or reject any or all proposals or any part of any proposal, to waive defects, technicalities or any specifications (whether they be in this RFP or Vendor’s response), to sit and act as sole judge of the merit and qualifications of each product offered, or to solicit new Proposals on the same project or on a modified project which may include portions of the originally proposed project as the Department may deem necessary in the best interest of the Department .

16. State’s Right to Cancel Solicitation The Department reserves the right to cancel this solicitation at any time during the procurement process, for any reason or for no reason. The Department makes no commitments expressed or implied, that this process will result in a business transaction with any Vendor.

This RFP does not constitute an offer by the State or the Department. A Vendor’s participation in this process may result in the Department selecting your organization to engage in further discussions and negotiations toward execution of a contract. The commencement of such negotiations does not, however, signify a commitment by the Department to execute a contract nor to continue negotiations.

The Department may terminate negotiations at any time and for any reason, or for no reason.

17. State’s Right to Award Multiple Source Contracting Pursuant to 29 Del. C. § 6986, the State may award a contract for a particular professional service to two or more Vendors if the agency head makes a determination that such an award is in the best interest of the State and the Department .

18. Potential Contract Overlap Vendors shall be advised that the State, at its sole discretion, shall retain the right to solicit for goods and/or services as required by its agencies and as it serves the best interest of the State. As needs are identified, there may exist instances where contract deliverables, and/or goods or services to be solicited and subsequently awarded, overlap previous awards. The State reserves the right to reject any or all bids in whole or in part, to make partial awards, to award to multiple Vendors during the

PS RFP (b) V020426 same period, to award by types, on a zone-by-zone basis or on an item-by-item or lump sum basis item by item, or lump sum total, whichever may be most advantageous to the State or the Department.

19. Supplemental Solicitation The Department reserves the right to advertise a supplemental solicitation during the term of the Agreement if deemed in the best interest of the State.

20. Notification of Withdrawal of Proposal Vendor may modify or withdraw its Proposal by written request, provided that both Proposal and request is received by the Department prior to the proposal due date. Proposals may be re-submitted in accordance with the Proposal due date in order to be considered further.

Proposals become the property of the State at the proposal submission deadline. All proposals received are considered firm offers at that time.

21. Revisions to the RFP If it becomes necessary to revise any part of the RFP, an addendum will be posted on the State’s website at bids.delaware.gov. Neither the State or the Department are bound by any statement related to this RFP made by any State employee, contractor or its agents.

22. Exceptions to the RFP Any exceptions to the RFP, or the State’s terms and conditions, must be recorded on Attachment 3.

Acceptance of exceptions is within the sole discretion of the evaluation committee.

23. Award of Contract The final award of a contract is subject to approval by the Department. The Department has the sole right to select the successful Vendor(s) for award, to reject any proposal as unsatisfactory or non-responsive, to award a contract to other than the lowest priced proposal, to award multiple contracts, or not to award a contract, as a result of this RFP.

Notice in writing to a Vendor of the acceptance of its proposal by the Department and the subsequent full execution of a written contract will constitute a contract, and no Vendor will acquire any legal or equitable rights or privileges until the occurrence of both such events.

a. RFP Award Notifications

After review of the Proposal Evaluation Team (defined below) report and its recommendation, and once the contract terms and conditions have been finalized, the Department will award the contract.

The contract shall be awarded to the Vendor whose proposal is most advantageous, taking into consideration the evaluation factors set forth in the RFP.

It should be explicitly noted that the Department is not obligated to award the contract to the Vendor who submits the lowest bid or to the Vendor who receives the highest total point score, rather the contract will be awarded to the Vendor whose proposal is the most advantageous to the Department. The award is subject to the appropriate State approvals.

After a final selection is made, the winning Vendor will be invited to negotiate a contract with the Department; remaining Vendors will be notified in writing of their selection status.

24. Cooperatives

Vendors who have been awarded similar contracts through a competitive bidding process with a

PS RFP (b) V020426 cooperative, are welcome to submit the cooperative pricing for this solicitation. State of Delaware terms will take precedence.

C. RFP Evaluation Process

An evaluation team composed of representatives of the State and/or Department will evaluate proposals on a variety of quantitative criteria. Neither the lowest price nor highest scoring proposal will necessarily be selected.

The Department reserves full discretion to determine the competence and responsibility, professionally and/or financially, of Vendors. Vendors are to provide in a timely manner any and all information that the Department or the State may deem necessary to make a decision.

1. Proposal Evaluation Team

The Proposal Evaluation Team shall be comprised of representatives of the State. The Proposal Evaluation Team shall determine which Vendors meet the minimum requirements pursuant to selection criteria of the RFP and procedures established in 29 Del. C. §§ 6981 and 6982. Professional services for this solicitation are considered under 29 Del. C. § 6982(b). The Proposal Evaluation Team may negotiate with one or more Vendors during the same period and may, at its discretion, terminate negotiations with any or all Vendors. The Proposal Evaluation Team shall make a recommendation regarding the award to the Delaware Insurance Commissioner, who shall have final authority, subject to the provisions of this RFP and 29 Del. C. § 6982(b), to award a contract to the successful Vendor in the best interests of the Department.

2. Proposal Selection Criteria The Proposal Evaluation Team shall assign up to the maximum number of points for each Evaluation Item to each of the proposing Vendor’s proposals. All assignments of points shall be at the sole discretion of the Proposal Evaluation Team.

The proposals shall contain the essential information on which the award decision shall be made.

The information required to be submitted in response to this RFP has been determined by the State and the Department to be essential for use by the Proposal Evaluation Team in the bid evaluation and award process. Therefore, all instructions contained in this RFP shall be met in order to qualify as a responsive and responsible contractor and participate in the Proposal Evaluation Team’s consideration for award. Proposals which do not meet or comply with the instructions of this RFP may be considered non-conforming and deemed non-responsive and subject to disqualification at the sole discretion of the Proposal Evaluation Team.

The Proposal Evaluation Team reserves the right to:

• Select for contract or for negotiations a proposal other than that with lowest costs.

• Reject any and all proposals or portions of proposals received in response to this RFP or to make no award or issue a new RFP.

• Waive or modify any information, irregularity, or inconsistency in proposals received.

• Request modification to proposals from any or all Vendors during the contract review and negotiation.

• Negotiate any aspect of the proposal with any Vendor and negotiate with more than one Vendor at the same time.

• Select more than one Vendor pursuant to 29 Del. C. § 6986.

Criteria Weight All proposals shall be evaluated using the same criteria and scoring process. The following criteria shall be used by the Proposal Evaluation Team to evaluate proposals:

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Criteria Weight Experience, education and training of the Vendor in matters related to actuarial services during the last five (5) years.

Demonstrated ability to perform the services referred to under the Scope of Services, set forth in Appendix B, including how the Vendor will be prepared promptly to meet tight deadlines and provide reports and invoices to the Department in a timely fashion.

Administrative structure of representation (i.e., proposed staffing assignments), soundness of approach to representation and understanding of the needs of the Department.

References from at least 3 prior clients/ employers. 10

Financial Terms 10

Total 100%

Vendors are encouraged to review the evaluation criteria and to provide a response that addresses each of the scored items. Evaluators will not be able to make assumptions about a Vendor’s capabilities, so a responding Vendor should be detailed in their proposal responses.

3. Proposal Clarification The Proposal Evaluation Team may contact any Vendor in order to clarify uncertainties or eliminate confusion concerning the contents of a Proposal. Proposals may not be modified as a result of any such clarification request.

4. References The Proposal Evaluation Team may contact any customer of the Vendor, whether or not included in the Vendor’s reference list, and use such information in the evaluation process. Additionally, the Department may choose to visit existing installations of comparable systems, which may or may not include Vendor personnel. If the Vendor is involved in such site visits, the Department will pay travel costs only for Department personnel for these visits.

5. Oral Presentations After initial scoring and a determination that Vendor(s) are qualified to perform the required services, selected Vendors may be invited to make oral presentations to the Proposal Evaluation Team. All Vendor(s) selected will be given an opportunity to present to the Proposal Evaluation Team.

Selected Vendors will have their presentations scored or ranked based on their ability to successfully meet the needs of the contract requirements, successfully demonstrate their product and/or service, and respond to questions about the solution capabilities.

Vendor representatives attending an oral presentation shall be technically qualified to respond to questions related to the proposed system and its components.

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All of the Vendor's costs associated with participation in oral discussions and system demonstrations conducted for the Department are the Vendor’s responsibility.

Unless determined otherwise following initial review by the Proposal Evaluation Team, the Department will not require oral presentations.

V. Contract Terms and Conditions A. Contract Use by Other Agencies

REF: Title 29, Chapter 6904(e) Delaware Code. If no state contract exists for a certain good or service, covered agencies may procure that certain good or service under another agency's contract so long as the arrangement is agreeable to all parties. Agencies, other than covered agencies, may also procure such goods or services under another agency's contract when the arrangement is agreeable to all parties.

B. Cooperative Use of Award As a publicly competed contract awarded in compliance with 29 DE Code Chapter 69, this contract is available for use by other states and/or governmental entities through a participating addendum.

Interested parties should contact the State Contract Procurement Officer identified in the contract for instruction. Final approval for permitting participation in this contract resides with the Director of Government Support Services and in no way places any obligation upon the awarded Vendor(s).

C. General Information

1. The term of the contract between the successful bidder and the State shall be for three (3) years unless terminated according to its terms, with two (2) optional extensions for a period of one (1) additional year for each extension, by written agreement.

2. While the terms of any executed contract may include protection from immunity pursuant to 18 Del.

C Section 330, all successful Vendors will be responsible for retention and payment of its own attorney(s) in the event the Vendor is a named Defendant in any matter and for any reason involving the State, the Department, and/or the Commissioner.

3. The selected Vendor will be required to enter into a written agreement with the Department. The State reserves the right to incorporate standard State contractual provisions into any contract negotiated as a result of a proposal submitted in response to this RFP. Any proposed modifications to the terms and conditions of the standard contract are subject to review and approval by the State.

Vendors will be required to sign the contract for all services and may be required to sign additional agreements.

4. The selected Vendor or Vendors will be expected to enter negotiations with the Department, which will result in a formal contract between parties. This RFP and the selected Vendor’s response to this RFP will be incorporated as part of any formal contract.

5. The Department’s standard contract may be supplemented with the Vendor’s software license, support/maintenance, source code escrow agreements, and any other applicable agreements. The terms and conditions of these agreements will be negotiated with the finalist during actual contract negotiations.

6. No Vendor is to begin any service prior to receipt of a State purchase order signed by two authorized representatives of the agency requesting service, properly processed through the State Accounting Office and the Department of Finance. The purchase order shall serve as the authorization to proceed in accordance with the bid specifications and the special instructions, once it is received by the successful Vendor.

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7. If the Vendor to whom the award is made fails to enter into a contract as herein provided, the award will be annulled, and an award may be made to another Vendor. Such Vendor shall fulfill every stipulation embraced herein as if they were the party to whom the first award was made.

8. The Department reserves the right to extend the contract(s) executed as a result of this RFP on a month-to-month basis for a period of up to three months after the term of the full contract has been completed.

9. Vendors are not restricted from offering lower pricing at any time during the contract term.

D. Collusion or Fraud Any evidence of agreement or collusion among Vendor(s) and prospective Vendor(s) acting to illegally restrain freedom from competition by agreement to offer a fixed price, or otherwise, will render the offers of such Vendor(s) void.

By responding, the Vendor shall be deemed to have represented and warranted that its proposal is not made in connection with any competing Vendor submitting a separate response to this RFP, and is in all respects fair and without collusion or fraud; that the Vendor did not participate in the RFP development process and had no knowledge of the specific contents of the RFP prior to its issuance; and that no employee or official of the State participated directly or indirectly in the Vendor’s proposal preparation.

Advance knowledge of information which gives any particular Vendor advantages over any other interested Vendor(s), in advance of the opening of proposals, whether in response to advertising or an employee or representative thereof, will potentially void that particular proposal.

E. Lobbying and Gratuities Lobbying or providing gratuities shall be strictly prohibited. Vendors found to be lobbying, providing gratuities to, or in any way attempting to influence a State employee or agent of the State concerning this RFP or the award of a contract resulting from this RFP shall have their proposal immediately rejected and shall be barred from further participation in this RFP.

The selected Vendor will warrant that no person or selling agency has been employed or retained to solicit or secure a contract resulting from this RFP upon agreement or understanding for a commission, or a percentage, brokerage or contingent fee. For breach or violation of this warranty, the Department shall have the right to annul any contract resulting from this RFP without liability or at its discretion deduct from the contract price or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee.

All contact with State employees, contractors or agents of the State concerning this RFP shall be conducted in strict accordance with the manner, forum and conditions set forth in this RFP.

F. Solicitation of State Employees Until contract award, Vendors shall not, directly or indirectly, solicit any employee of the State to leave the State’s employ in order to accept employment with the Vendor, its affiliates, actual or prospective contractors, or any person acting in concert with Vendor, without prior written approval of the State’s contracting officer. Solicitation of State employees by a Vendor may result in rejection of the Vendor’s proposal.

This paragraph does not prevent the employment by a Vendor of a Department or State employee who has initiated contact with the Vendor. However, State employees may be legally prohibited from accepting employment with the contractor or subcontractor under certain circumstances. Vendors may

PS RFP (b) V020426 not knowingly employ a person who cannot legally accept employment under state or federal law. If a Vendor discovers that they have done so, they must terminate that employment immediately.

G. General Contract Terms

1. Independent Contractors The parties to the contract resulting from this RFP shall be independent contractors to one another, and nothing herein shall be deemed to cause this agreement to create an agency, partnership, joint venture or employment relationship between parties. Each party shall be responsible for compliance with all applicable workers compensation, unemployment, disability insurance, social security withholding and all other similar matters. Neither party shall be liable for any debts, accounts, obligations or other liability whatsoever of the other party or any other obligation of the other party to pay on the behalf of its employees or to withhold from any compensation paid to such employees any social benefits, workers compensation insurance premiums or any income or other similar taxes.

It may be at the Department’s discretion as to the location of work for the contractual support personnel during the project period. The State may provide working space and sufficient supplies and material to augment the Contractor’s services.

2. Temporary Personnel are Not State Employees Unless and Until They are Hired Vendor agrees that any individual or group of temporary staff person(s) provided to the Department pursuant to this Solicitation shall remain the employee(s) of Vendor for all purposes including any required compliance with the Affordable Care Act (the “ACA”) by the Vendor. Vendor agrees that it shall not allege, argue, or take any position that individual temporary staff person(s) provided to the Department pursuant to this Solicitation must be provided any benefits, including any healthcare benefits by the State and Vendor agrees to assume the total and complete responsibility for the provision of any healthcare benefits required by the ACA to aforesaid individual temporary staff person(s). In the event that the Internal Revenue Service, or any other third party governmental entity determines that the State is a dual employer or the sole employer of any individual temporary staff person(s) provided to the State pursuant to this Solicitation, Vendor agrees to hold harmless, indemnify, and defend the Department and the State to the maximum extent of any liability to the State arising out of such determinations.

Notwithstanding the content of the preceding paragraph, should the State subsequently directly hire any individual temporary staff employee(s) provided pursuant to this Solicitation, the aforementioned obligations to hold harmless, indemnify, and defend the State shall cease and terminate for the period following the date of hire. Nothing herein shall be deemed to terminate the Vendor’s obligation to hold harmless, indemnify, and defend the State and the Department for any liability that arises out of compliance with the ACA prior to the date of hire by the State. Vendor will waive any separation fee provided an employee works for both the Vendor and hiring agency, continuously, for a three (3) month period and is provided thirty (30) days written notice of intent to hire from the agency. Notice can be issued at second month if it is the State’s intention to hire.

3. Work Performed in a State Building Awarded Vendor(s) who have any employees carrying out any work related to the awarded contract at a State facility shall have those employees comply with any health mandate or policy issued by the State related to a pandemic or other State of Emergency issued by any State authority during the term of the awarded contract, including those that apply directly to State employees.

PS RFP (b) V020426

4. ACA Safe Harbor The State and its utilizing agencies, including the Department, are not the employer of temporary or contracted staff. However, the Department is concerned that it could be determined to be a Common-law Employer as defined by the ACA. Therefore, the Department seeks to utilize the “Common-law Employer Safe Harbor Exception” under the ACA to transfer health benefit insurance requirements to the staffing company. The Common-law Employer Safe Harbor Exception can be attained when the State and/or its agencies are charged and pay for an “Additional Fee” with respect to the employees electing to obtain health coverage from the Vendor.

The Common-law Employer Safe Harbor Exception under the ACA requires that an Additional Fee must be charged to those employees who obtain health coverage from the Vendor, but does not state the required amount of the fee. The Department requires that all Vendors shall identify the Additional Fee to obtain health coverage from the Vendor and delineate the Additional Fee from all other charges and fees. The Vendor shall identify both the Additional Fee to be charged and the basis of how the fee is applied (i.e. per employee, per invoice, etc.). The Department will consider the Additional Fee and prior to award reserves the right to negotiate any fees offered by the Vendor.

Further, the Additional Fee shall be separately scored in the proposal to ensure that neither prices charged nor the Additional Fee charged will have a detrimental effect when selecting Vendor(s) for award.

5. Licenses and Permits In performance of the contract, the Vendor will be required to comply with all applicable federal, state and local laws, ordinances, codes, and regulations. The cost of permits and other relevant costs required in the performance of the contract shall be borne by the successful Vendor. The Vendor shall be properly licensed and authorized to transact business in the State as provided in 30 Del. C. § 2101.

Prior to receiving an award, the successful Vendor shall either furnish the State with proof of State of Delaware Business Licensure or initiate the process of application where required. An application may be requested in writing to: Division of Revenue, Carvel State Building, P.O. Box 8750, 820 N.

French Street, Wilmington, DE 19899 or by telephone to one of the following numbers: (302) 577- 8200—Public Service, (302) 577-8205—Licensing Department.

Information regarding the award of the contract will be given to the Division of Revenue. Failure to comply with the State licensing requirements may subject Vendor to applicable fines and/or interest penalties.

6. Notice Any notice to the State required under the contract shall be sent by registered mail to:

Delaware Department of Insurance Attn: Legal, Regulatory Specialist 1351 West North Street, Suite 101 Dover, DE 19904

DOI-Legal@delaware.gov

7. Indemnification

a) General Indemnification

By submitting a proposal, the proposing Vendor agrees that in the event it is awarded a contract, it will indemnify and otherwise hold harmless the State, its agents and employees from any and all liability, suits, actions, or claims, together with all costs, expenses for

PS RFP (b) V020426 attorney’s fees, arising out of the Vendor’s, its agents and employees’ performance work or services in connection with the contract, regardless of whether such suits, actions, claims or liabilities are based upon acts or failures to act attributable, in whole or in part, to the Department and/or the State, its employees or agents.

b) Proprietary Rights Indemnification

Vendor shall warrant that all elements of its solution, including all equipment, software, documentation, services and deliverables, do not and will not infringe upon or violate any patent, copyright, trade secret or other proprietary rights of any third party. In the event of any claim, suit or action by any third party against the Department or the State, the State shall promptly notify the Vendor in writing and Vendor shall defend such claim, suit or action at Vendor’s expense, and Vendor shall indemnify the State against any loss, cost, damage, expense or liability arising out of such claim, suit or action (including, without limitation, litigation costs, lost employee time, and counsel fees) whether or not such claim, suit or action is successful.

If any equipment, software, services (including methods) products or other intellectual property used or furnished by the Vendor (collectively “”Products”) is or in Vendor’s reasonable judgment is likely to be, held to constitute an infringing product, Vendor shall at its expense and option either:

(1) Procure the right for the State to continue using the Product(s);

(2) Replace the product with a non-infringing equivalent that satisfies all the requirements of the contract; or

(3) Modify the Product(s) to make it or them non-infringing, provided that the modification does not materially alter the functionality or efficacy of the product or cause the Product(s) or any part of the work to fail to conform to the requirements of the Contract, or only alters the Product(s) to a degree that the State agrees to and accepts in writing.

8. Insurance

a) Vendor recognizes that it is operating as an independent contractor and that it is liable for any and all losses, penalties, damages, expenses, attorney’s fees, judgments, and/or settlements incurred by reason of injury to or death of any and all persons, or injury to any and all property, of any nature, arising out of the Vendor’s negligent performance under this contract, and particularly without limiting the foregoing, caused by, resulting from, or arising out of any act of omission on the part of the Vendor in their negligent performance under this contract.

b) The Vendor shall maintain such insurance as will protect against claims under Worker’s Compensation Act and from any other claims for damages for personal injury, including death, which may arise from operations under this contract. The Vendor is an independent contractor and is not an employee of the Department or the State.

c) As a part of the contract requirements, the contractor must obtain at its own cost and expense and keep in force and effect during the term of this contract, including all extensions, the insurance…