State of Missouri Office of Administration, Division of Purchasing

Request for Proposal (RFP) for Insurance Company Reviews and Consulting Services

PROPOSAL DUE NO LATER THAN: August 14, 2026 AT 2:00 PM CENTRAL TIME Proposal response must be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov.

E-mailed, mailed, courier, or hand-delivered proposal responses will not be accepted.

RFP CONTACT INFORMATION:

BUYER: Mertrell Nickens

PHONE NO.: (573) 751-7656

EMAIL: Mertrell.Nickens@oa.mo.gov See “RFP Questions” in Section 1 for appropriate communications during the procurement process.

DELIVER SUPPLIES/SERVICES FREE ON BOARD (FOB) DESTINATION TO THE FOLLOWING ADDRESS:

Department of Commerce and Insurance 301 W High Street, Room 530 Jefferson City MO 65102

ATTENTION:

1. After reviewing the Request for Proposal (RFP), the vendor must complete and return Exhibit A, Proposal Signature Page and all other necessary exhibits.

2. Due to lead times for obtaining the information needed to complete the various Business Compliance Exhibits herein as explained in the RFP’s Vendor Response Exhibits, vendors are encouraged to IMMEDIATELY begin securing these verifications.

3. The vendor must be registered in MissouriBUYS, powered by MOVERS in a “Prospective” or “Spend Authorized” registration status to submit a proposal. The vendor must achieve “Approved” registration status in MissouriBUYS (WebProcure/Proactis) and “Spend Authorized” registration status in MissouriBUYS, powered by MOVERS to be considered for a contract award. Reference Section 5.

RFP Organization:

RFP Vendor Response Exhibits (Return these exhibits with the proposal)

BUSINESS COMPLIANCE EXHIBITS

RFP Attachment (Separate Document) (Do not return the document with response)

Separate Document: The vendor is advised that a separate document to this document referenced above provide additional requirements, information, and/or instruction. The separate document must be downloaded from the Division of Purchasing’s MissouriBUYS, powered by MOVERS, website at: https://missouribuys.mo.gov/. The separate document is downloadable from the same web page where the solicitation document is downloadable. It shall be the sole responsibility of the vendor to obtain the separate document. The vendor shall not be relieved of any responsibility for performance under the subsequent contract due to the failure of the vendor to obtain a copy of the separate document.

INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

Purpose: This document constitutes a request for competitive, sealed proposals for the provision of consulting services for the Department of Commerce and Insurance (hereinafter referred to as “state agency”) of Missouri licensed insurance companies in the areas of Accounting, Auditing, and Financial Examination; Investments; Reinsurance; Actuarial Review; Information Technology as set forth herein.

Minimum Experience Qualifications: There are minimum experience qualifications in the RFP (See Section 2.2, Minimum Experience Requirements in Section 2: Scope of Work).

Titles: Titles of paragraphs used herein are for the purpose of facilitating reference only and shall not be construed to infer a contractual construction of language.

Background and Historical Usage Information:

The Department of Commerce and Insurance (DCI) is statutorily responsible for the financial examination and regulation of domestic life and health and property and casualty insurance companies.

On occasion, DCI needs to utilize external specialists to perform services or evaluate insurance company financial transactions where DCI does not have adequate resources or expertise to perform these services or evaluations. The contracts awarded as a result of this RFP will be used to accomplish this goal. These services may or may not be performed in conjunction with a financial examination of an insurer.

For purposes of this solicitation, the property and casualty, reciprocal, life and health, fraternal, and prepaid dental insurance companies, health maintenance organizations, rating organizations, advisory organizations, title companies, and other miscellaneous licensed entities identified herein shall be referred to as “insurance companies”.

For information purposes, the type of services that may fall under the Reinsurance category are work that would entail the examination and/or analysis of an insurer’s reinsurance program in accordance with the requirements of the National Association of Insurance Commissioners’ (NAIC) Accounting Practices and Procedures Manual and Missouri statutes and regulations.

Current Contract Information:

Current contracts exist for the products and/or services being obtained via this RFP. A copy of the contracts can be viewed and printed from the Division of Purchasing Awarded Bid & Contract Document Search System located on the Internet at: https://purch.oa.mo.gov/bidding-contracts/awarded-bid-contract-document-search. In addition, all proposal and evaluation documentation leading to the award of the contracts may also be viewed and printed from the Division of Purchasing’s Awarded Bid & Contract Document Search System. Please reference the Bid number RFPS30034902200653 or the contract number(s) CS220653001 through CS220653007 when searching for these documents.

State Expenditures: The Missouri Accountability Portal (MAP) located on the Internet at: http://mapyourtaxes.mo.gov/MAP/Expenditures/ provides financial data related to the purchase of the services under the contract. Be sure to read the information provided in the site information and disclaimer links: https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm and https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm#disclaimer. Then search by the contract numbers shown above when searching for the financial information.

RFP Questions:

Buyer is Single Point of Contact for Solicitation: Vendors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the RFP, the evaluation, etc., to the buyer indicated on the first page of this RFP. It is preferred that questions be emailed to the buyer.

Except as noted herein, vendors and their agents are instructed not to contact any other state employee regarding any of these matters during the solicitation and evaluation process. Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements. Vendors can be sanctioned for unauthorized contact with any evaluator under 1 Code of State Regulation (CSR) 40-1.060(8)(G) and (H) available at http://www.sos.mo.gov/adrules/csr/csr.asp.

Minority Business Enterprise/Women Business Enterprise (MBE/WBE) and Service Disabled Veteran Enterprise certification or subcontract questions should be directed to the Office of Equal Opportunity (OEO) at http://oeo.mo.gov.

Vendor is Responsible for Asking Questions About the RFP: It is the vendor’s responsibility to ask questions, request changes or clarifications, or otherwise advise the Division of Purchasing if the vendor believes that any language, specifications, or requirements are: (1) ambiguous, (2) contradictory or arbitrary, (3) violate any state or federal law or regulation, (4) restrict or limit the requirements to a single source, or (5) restrict or limit the vendor’s ability to submit a proposal.

Vendor Question Deadline: Every attempt shall be made to ensure that the vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all vendors will be advised, via the issuance of an amendment to the RFP, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than ten (10) calendar days prior to the proposal closing date and time of the proposals. If not received prior to ten (10) calendar days before the proposal closing date and time, the Division of Purchasing may not be able to fully research and consider the respective questions or issues.

State’s Response to Vendor Questions: Upon the Division of Purchasing’s consideration of questions and issues, if the Division of Purchasing determines that changes are necessary, the resulting changes will be included in a subsequently issued RFP amendment(s); absence of such response indicates that the questions and issues were considered but deemed unnecessary for an RFP amendment. All vendors will be advised of any change to the RFP’s language, specifications, or requirements by a formal amendment to the RFP. There will be no posted written records of the questions/communications (i.e., formal question/answer document).

RFP is State’s Only Official Position: The only official position of the State of Missouri shall be that which is contained in the RFP and any amendments thereto.

Amendments:

If the Division of Purchasing determines that changes to the RFP are necessary, the resulting changes will be included in a subsequently issued RFP amendment(s) prior to the proposal closing date and time.

Glossary of Terms and Acronyms:

Whenever the following terms and acronyms appear in the RFP document or any amendment thereto, the definitions or meanings described below shall apply.

General Glossary, Acronyms, and Abbreviations:

Agency and/or State Agency means the statutory unit of state government in the State of Missouri for which the equipment, supplies, and/or services are being purchased by the Division of Purchasing (Purchasing). The agency is also responsible for payment, unless otherwise specified herein.

Amendment means a written, official modification to a solicitation or contract.

Attachment applies to all documents which are included with an RFP to incorporate any informational data or requirements related to the performance requirements and/or specifications.

Buyer means the procurement staff member of Purchasing.

Code of State Regulation (CSR) contains the current administrative rules of executive agencies of Missouri government. The regulations are arranged by agency rather than by subject.

Contract means a legal and binding agreement between two or more competent parties, for a consideration for the procurement of equipment, supplies, and/or services.

Contractor means a supplier, offeror, person, or organization who is a successful vendor as a result of an RFP and who enters into a contract.

Exhibit applies to forms which are included with an RFP for the vendor to complete and submit with their proposal prior to the specified end date and time.

May means that a certain feature, component, or action is permissible, but not required.

Must means that a certain feature, component, or action is a mandatory condition.

Party refers to either the State of Missouri or the contractor as an entity that may enter into a contract pursuant to the terms herein.

Pricing Page(s) applies to the form(s) on which the vendor must state the price(s) applicable for the equipment, supplies, and/or services required in the RFP. The pricing pages must be completed and submitted by the vendor with the proposal prior to the specified proposal end date and time.

Proposal End Date and Time and similar expressions mean the exact deadline required by the RFP for the receipt of sealed proposals.

Purchase Order means the authorized document issued by the state agency to the contractor indicating descriptions, quantities, and agreed prices for products and/or services.

Reasonable, Necessary or Proper as used herein shall be interpreted solely by the State of Missouri.

Request for Proposal (RFP) means the solicitation document issued by Purchasing to potential vendors for the purchase of equipment, supplies, and/or services as described in the document. The definition includes the following sections: Introduction and Background Information; Scope of Work; Terms and Conditions (“terms and conditions” and “Terms and Conditions” are used interchangeably throughout the RFP); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information; and the RFP Vendor Response Exhibits, Attachments, and Amendments of the RFP.

RSMo (Revised Statutes of Missouri) refers to the body of laws enacted by the Legislature which govern the operations of all agencies of the State of Missouri. Chapter 34 of the statutes is the primary chapter governing the operations of Purchasing.

Shall has the same meaning as the word must.

Should means that a certain feature, component and/or action is desirable but not mandatory.

State collectively referring to the state government and/or the agencies thereof.

Supplier has the same meaning as the word, vendor.

Vendor means the supplier, offeror, person, or organization that responds to an RFP by submitting a proposal with prices to provide the equipment, supplies, and/or services as required in the RFP document.

Accuracy of Background Information:

Although an attempt has been made to provide accurate and up-to-date information, the State of Missouri does not warrant or represent that the background information provided herein reflects all relationships or existing conditions related to this RFP.

****END OF INTRODUCTION AND BACKGROUND INFORMATION SECTION****

SCOPE OF WORK SECTION

General Requirements:

The contractor shall provide specialized insurance company reviews and provide additional consulting services for the Department of Commerce and Insurance in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

For the purpose of this document, the term “review” shall be as agreed in writing by both the contractor and the state agency as specified in the letter of engagement.

The contractor shall provide specialized insurance company reviews and provide additional consulting services in one (1) or more of the following areas, as specified in the Notice of Award issued by the Division of Purchasing:

Financial Regulation

Accounting, Auditing, and Financial Examination/Financial Analysis Investments Reinsurance Actuarial Information Technology

The contractor shall either provide the services directly or shall provide a person/personnel who must comply with the requirements stated herein. Therefore, references to “the contractor” throughout this document shall also be deemed to include the person/personnel provided by the contractor.

The contractor shall perform all services to the sole satisfaction of the state agency.

The contractor shall provide the services on an as needed, if needed basis. The State of Missouri does not guarantee any usage of the contract whatsoever. The contractor shall understand and agree that the contract shall be construed as a preferred use contract but shall not be construed as an exclusive arrangement. Preferred use means that any state agency needing the services should use the established contract unless it is determined to be in the best interest of the State of Missouri for a state agency, at its own discretion, to obtain alternate services elsewhere.

Contractor’s Obligation: Unless otherwise specified herein, the contractor shall furnish all material, labor, facilities, equipment, and supplies necessary to perform the services required herein.

Minimum Experience Requirements:

The contractor must meet or exceed the following minimum experience requirements at the time of proposal submission and for the duration of the contract:

The contractor must be certified and hold a valid Missouri license and/or National license, as applicable, in the profession(s) for which the contract is awarded (refer to paragraph 2.1.2).

The contractor must have a minimum of three (3) years of experience performing specialized insurance company reviews.

The contractor must have a minimum of three (3) years of experience providing consulting services in the profession(s) for which the contract is awarded (refer to paragraph 2.1.2).

Team Qualifications:

The contractor shall include the following team members to administer and perform the contract requirements. A team may consist of one (1) individual.

Leadership Team:

The contractor’s leadership team should include a lead contact.

Each member of the contractor’s leadership team should possess a minimum of five (5) years of experience leading consulting teams, at least three (3) years of which should be experience leading teams providing services for State Departments of Insurance involving the regulation of insurance in accordance with National Association of Insurance Commissioners’ (NAIC) procedures and requirements.

Project Team:

Each member of the contractor’s project team should possess a minimum of three (3) years of experience in the field of the consulting services for each position proposed by the contractor.

The project team should contain a team member with at least one (1) year of experience providing consulting services for State Departments of Insurance.

Each member of the project team must hold a valid professional designation in the field of the consulting services for each position proposed by the contractor.

Administrative Team - The contractor’s administrative team, the role of which should be clerical in nature, should be supervised by someone holding a professional designation in the field of the consulting services proposed by the contractor.

The contractor shall understand and agree that the state agency reserves the right to request any of the contractor’s personnel assigned to provide the services be removed without just cause. The contractor shall understand and agree that the state agency will allow the contractor a reasonable time to find a replacement. The state agency shall approve all replacement personnel. The state agency reserves the right to require background checks and non-disclosure agreements (NDA) of selected contractor personnel, at the contractor’s expense.

Implementation Plan:

The contractor shall be fully operational and implement the specialized insurance company reviews and provide additional consulting services by no later than 90 calendar days following the state agency’s authorization to proceed with the contract, unless otherwise specified by the state agency.

Fully operational shall include providing sufficient personnel to perform the services required, completion of all necessary functions, actions, set-up, etc., necessary for successful business operation, and full implementation of all required services pursuant to the requirements of this document.

State Agency Liaison - By no later than seven (7) calendar days after the state agency issues the authorization to proceed with services, the state agency will designate a state agency liaison. The state agency will provide the contractor with the state agency liaison’s name, telephone number, and electronic mail (e-mail) address. The contractor shall follow the state agency liaison’s instructions regarding the provision of the specialized insurance company reviews and provide additional consulting services.

Contractor Representative - By no later than seven (7) calendar days after the state agency issues the authorization to proceed with services, the contractor shall provide a representative to serve as the contact for the state agency. The contractor shall provide the state agency with the name, address, telephone number, and e-mail address of the contractor's representative servicing the contract. In the event the contractor changes the contractor’s representative servicing the contract, the contractor shall immediately provide written notification to the state agency.

Project Identification and Approval Requirements:

When the state agency identifies a project for insurance consulting services, the state agency shall contact each primary contractor awarded a contract under the applicable service area and request a letter of engagement from each contractor for such project. The state agency shall have the option to also request a letter of engagement for the same services from each of the alternate contractors within such area.

0. Request for Letter of Engagement - When requesting a letter of engagement, the state agency will provide the contractor with written information regarding the specific consulting service project and will also advise the contractor of instructions for any comment/discussion period, if any is given. The state agency’s request will explain, in detail, the scope of the specific consulting service project and basic information regarding the tasks the state agency anticipates will be included, including but not limited to any of the following, as applicable:

Applicable insurance product and technical specifications;

A description of the type and focus of the potential services;

Specific instructions, standards, and requirements applicable to the consulting service project, including but not limited to the format of the project and the need for any oral or written testimony;

Project timing, including deliverables and due dates; and

A due date for submission of the letter of engagement to the state agency.

0. Unavailability or Inability to Perform - If the contractor is unavailable to provide the services requested or would otherwise be unable to fulfill the requirements of the contract for the consulting service project requested, the contractor must notify the state agency of such unavailability no later than seven (7) calendar days after the initial contact by the state agency or by the letter of engagement due date, whichever is earlier. Such notification must be in writing and must include the specific reasons why the contractor is not able to perform the consulting service project requested. The reasons for unavailability will be monitored throughout the contract period, and continued unavailability of a contractor to perform shall be used in the decision to exercise or not exercise the contract renewal.

The contractor shall agree that at the time of the state agency’s request for a letter of engagement for a project, there must be no conflict of interest or perceived conflict of interest with the contractor and the insurance company or other organization which the contractor shall review. In the event of an actual or perceived conflict of interest, the contractor shall immediately notify the state agency of such. The contractor shall agree and understand that the state agency shall be the sole judge of what constitutes an actual or perceived conflict of interest.

Potential Projects - The contractor shall agree and understand that the actual projects that may be required by the state agency are not known. However, the state agency has identified the following as potential types (although not necessarily a comprehensive list) of projects that may be pursued:

Financial Regulation

Analysis of insurance company financial filings, including the performance of quarterly and annual analysis reviews of statutory financial statements in accordance with the NAIC accreditation standards.

Accounting support

Examination of insurance companies in accordance with Missouri laws and the National Association of Insurance Commissioners’ Financial Condition Examiners Handbook

Enterprise Risk Management (ERM) Analysis Review of inter-company transactions

Review of complex securitization or funding transactions

Investment reviews, including the valuation and financial statement reporting of investments and related assets (e.g., derivatives)

Inspection and valuation of investments and assets (e.g., derivatives, puts, calls, futures, real estate, mortgage loan valuations, CDOs and other forms)

Internal control reviews

Assessment of international accounting transactions and valuations

Information systems control reviews, information technology support, and other technical support

Liquidation assistance

Litigation support and expert testimony

Federal and State taxation issues

Merger and acquisition assistance

Actuarial reserve analysis

Economist opinion and expert testimony

Letter of Engagement Submission and Acceptance Requirements:

Letter of Engagement Submission - By no later than the due date specified in writing by the state agency, the contractor shall develop and submit the letter of engagement for the consulting service project to the state agency. At a minimum, the contractor must include the following detailed information in the written letter of engagement along with any other information required by the state agency, unless the scope of the project renders certain information not applicable:

0. Contractor name, contract number, and contact information.

0. Letter of engagement number and title of the proposed consulting service project.

0. General short description of the consulting service project.

0. Scope of the proposed consulting service project, including specific activities and methodology that will be performed.

The scope must include a detailed description of the consulting service project, implementation through completion, and a full and complete description of each proposed solution necessary.

0. Personnel hours and effort required by the contractor.

0. Identification of those personnel who will be assigned to work on the proposed consulting service project and the role of each such person. In assigning personnel, the contractor must commit at least one (1) qualified leadership team member to maintain oversight throughout the project. If the contractor’s letter of engagement includes any substitution of personnel from those specified on the pricing page of the contractor’s awarded proposal, the contractor shall include resumes; firm, fixed prices per hour; and personnel classifications for all substituted personnel with the letter of engagement at the time of submission. The state agency will have exercised its authority to pre-approve all such substitutions if the contractor’s letter of engagement containing substituted personnel is accepted by the state agency and the contractor is given authorization to proceed with the assignment. Any substitution of personnel from those listed in the contractor’s awarded letter of engagement must be pre-approved in writing by the state agency.

0. A description of the type and degree of access to records and materials that will be required by the contractor in order to perform the services.

0. The type and description of the reviews and analyses that will be performed by the contractor.

0. Relevant time periods, including projected implementation date, completion date, proposed data submission schedules, and any other relevant information regarding the timeframe of the engagement.

0. A guaranteed not-to-exceed total price to perform the consulting service project described in the letter of engagement, based on the firm, fixed hourly prices specified on the Pricing Page, and other costs and expenses which are subject to state agency approval.

0. The contractor shall sign and date the letter of engagement at the time of submission to the state agency signifying the contractor’s approval.

The contractor shall not submit a letter of engagement that contains requirements that are more restrictive to the state agency than the requirements outlined in this RFP.

Open Records - The contractor shall understand that each letter of engagement submitted shall be considered an open record unless otherwise exempt pursuant to the provisions of the State of Missouri Revised Statutes, specifically section 610.021-022, RSMo and other provisions as may be applicable. If the contractor considers any part of their letter of engagement to be proprietary or confidential, the contractor must clearly identify such part and shall provide adequate explanation of what qualifies the material as being held confidential under the provisions of the State of Missouri Revised Statutes.

Oral Presentation of Letter of Engagement - If required by the state agency, the contractor shall orally present the contractor’s letter of engagement to the state agency. If required, such presentation shall be scheduled by the state agency with at least fifteen (15) calendar days’ notice to the contractor, unless otherwise mutually approved by both parties.

Changes to Letter of Engagement - The contractor shall agree and understand that the state agency shall have the right to reject the contractor’s letter of engagement, or any portion thereof, for any reason and shall have the right to require modifications, changes, and additional elaboration to the letter of engagement as deemed necessary in order to ensure a comprehensive consulting service project and to ensure that the contractor’s proposed services are acceptable and will accomplish the desired objectives.

Evaluation of the Letter of Engagement - The contractor shall agree and understand that a letter of engagement for the same consulting service project shall also be completed by other contractors awarded a contract in the same service area. Therefore, the state agency will evaluate each completed letter of engagement and will determine which letter of engagement, if any, will be the most advantageous to the State of Missouri. Such determination may be based on but is not limited to the quality of the consulting service project described in the contractor’s letter of engagement, the timeframe for implementation and completion of the consulting service project, and the guaranteed not-to-exceed total price that will be charged by the contractor for performing such consulting service project.

Acceptance/Rejection of Letter of Engagement - After completion of the evaluation, the state agency will either provide the contractor with a written rejection or with written acceptance of the contractor’s letter of engagement. If the letter of engagement is accepted by the State of Missouri, the state agency designee will send the contractor an approval letter. The approval letter signed by the state agency designee shall constitute authorization to proceed with implementation of the consulting service project in accordance with the accepted letter of engagement. The determination of acceptance or rejection of the letter of engagement by the state agency is final and without recourse by the contractor.

Letter of Engagement Execution Requirements:

Implementation/Execution of the Consulting Service Project - After receipt of the approval letter from the state agency for a consulting service project, the contractor shall perform the services required for the consulting services project in accordance with the written letter of engagement accepted by the state agency. Unless otherwise specified in the written letter of engagement, the contractor shall furnish all material, labor, facilities, equipment, and supplies necessary to perform the services.

Progress Reports - For each consulting service project, the contractor shall provide a monthly, or more frequently as determined by the state agency, electronic progress report to the state agency for review, which must briefly describe the following:

0. The specific accomplishments achieved during the monthly reporting period, including a detailed account of time expended by all the contractor’s personnel on the project for the month and month-to-date and any expenses incurred.

0. Specific obstacles or delays preventing continued progress on the consulting service project.

Modifications to Letter of Engagement - After implementation/execution of a consulting services project, modifications to the approved letter of engagement shall be permitted due to changing economic conditions, changes to state and federal laws or regulations, or for other reasons pursuant to the following conditions:

0. State Agency Requested Changes - If the state agency determines that modifications to the approved letter of engagement are necessary or desired, the state agency will document the requested changes to the contractor in writing with any new instructions for the consulting service project. Based on the instructions provided by the state agency, the contractor shall not arbitrarily or unreasonably refuse to revise the letter of engagement according to the requirements for the letter of engagement specified herein, including but not limited to any resulting changes in the timeline and the amount to be paid to the contractor.

0. Contractor Requested Changes - If, after implementation of the consulting service project, the contractor determines that modifications to the letter of engagement are necessary, the contractor must submit a written request to the state agency for changes. The written request must include the reason for the modification and must detail the contractor’s proposed changes to the letter of engagement, including any resulting changes in the timeline, amount to be paid to the contractor, and any other changes. The contractor shall agree and understand that the state agency will review the written request of the contractor and the contractor shall be notified in writing by the state agency of approval or disapproval of the request.

In the event the contractor repeatedly makes requests to change the timeline of the letter of engagement, the contractor may be considered to be in breach of the contract, and the Division of Purchasing may elect to cancel the contract.

0. The contractor shall agree and understand that the state agency shall have the final approval of all individual components of the revised letter of engagement as specified herein and reserves the right to require modifications, including changes in the price, completion date, and any other changes, deletions, and/or additional elaboration to the written letter of engagement. The contractor shall agree and understand that the decision by the state agency shall be final and without recourse.

0. The contract and the request for letter of engagement shall govern in the event of a conflict between the contractor’s letter of engagement and the contract or the contractor’s letter of engagement and the request for letter of engagement.

0. The contractor shall not proceed with implementation of services related to the modifications until final written approval of the state agency is obtained.

Termination of Letter of Engagement - The state agency shall have the right to terminate any consulting service project at any time at the sole discretion of the state agency, without penalty or recourse, by giving written notice to the contractor at least five (5) working days prior to the effective date of such termination. In the event of termination pursuant to this paragraph, all documents, data, reports, and accomplishments prepared, furnished, or completed by the contractor pursuant to the terms of the contract shall, at the option of the State of Missouri, should be returned to and become the property of the State of Missouri. The contractor shall be entitled to receive just and equitable compensation, at the firm, fixed hourly rate specified on the Pricing Page, for work completed in accordance with the letter of engagement prior to the effective date of the termination.

Final Report Requirements:

By no later than the time approved in the letter of engagement, the contractor shall provide the state agency with a preliminary outline of the final report for the state agency’s review and approval.

The preliminary outline shall delineate the main topics and subtopics which will later be described in detail in the final report.

Beneath each topic and subtopic, the contractor shall furnish a brief narrative description of the subject matter encompassed by the topic or subtopic.

The state agency shall have the right to edit, modify, and/or rearrange the organizational structure, topics, and subtopics as it deems necessary to ensure the inclusion of all work required by the contract.

By no later than the time approved in the letter of engagement, the contractor shall provide the state agency with an electronic copy of a final written report documenting the results of the consulting service project.

The final written report shall include but not be limited to the following:

· The contractor shall prepare and provide the state agency with a consulting report, or other analysis, and supporting exhibits regarding the assigned project or other subjects relevant to the findings of the consulting service project. The contractor must use appropriate professional standards relevant to the types of reports furnished.

· The final report shall include a summary of the project that the contractor was engaged to perform, documentation of the qualifications of the personnel who performed the review, a summary of the information that was provided to perform the review, and a recommendation of how to resolve the findings.

· The contractor must also provide the state agency with a narrative summary of the detailed assumptions supporting such report or the contractor’s findings.

The state agency shall have the right to modify and require additional elaboration of the final report as it deems necessary to ensure a comprehensive and thorough written report of all services provided and work performed in the completion of the consulting service project.

The contractor shall be available to verbally discuss the final report with state agency personnel or other persons or organizations as deemed necessary by the state agency.

Miscellaneous Requirements:

The contractor shall ensure that there is no real or perceived conflict of interest with any insurance company or organization on which the contractor may be requested to perform reviews at any time throughout the effective period of the contract.

0. Immediately following contract award, the contractor shall provide to the state agency a complete list of those insurance companies and organizations for which there exists a real or perceived conflict of interest or for which the contractor has any reason to believe that a conflict of interest, either real or perceived, may exist.

The contractor must keep such list updated and current at all times throughout the effective period of the contract.

0. With sufficient justification, the contractor may refuse to provide services related to a specific insurance company. However, the state agency shall make the final determination as to what constitutes sufficient justification.

Other Requirements:

Contract Monitoring: The state agency reserves the right to monitor the contract throughout the effective period of the contract to ensure financial and contractual compliance. If the state agency determines the contractor to be at high-risk for non-compliance, the state agency shall have the right to impose special conditions or restrictions. Written notification will be provided to the contractor of the determination of high-risk and of any special conditions or restrictions to be imposed. The special conditions or restrictions may include, but are not limited to, those conditions specified below:

Requiring additional, more detailed financial reports or other documentation;

Additional contract monitoring;

Requiring the contractor to obtain technical or management assistance; and/or

Establishing additional prior approvals from the state agency.

Records: The contractor must maintain financial and accounting records and evidence pertaining to the contract in accordance with accepted standard accounting principles or International Financial Reporting Standards (IFRS).

Once annually, or otherwise as reasonably required by the state, the contractor shall make all such records, books, and other documents relevant to the contract available to the state, its designees, and the Missouri State Auditor in a commercially reasonable format acceptable to the state at all reasonable times during the term of the contract and for five (5) years after the cancellation, expiration, or termination of the contract or for any longer period of time required by law. The state will provide a minimum of fourteen (14) calendar days’ notice and will coordinate with the contractor regarding the scope of the audit.

If any litigation, claim, negotiation, audit, investigation, or other action involving the records has been started before the expiration of the five (5) year period, the contractor shall retain the records until completion of such action and resolutions of all issues that arise from it or until the end of the regular five (5) year period, whichever is later.

If the state agency is subject to any litigation, claim, negotiation, audit, or other action involving the records, the state agency will notify the contractor in writing to extend the contractor’s retention period.

The contractor shall permit the Missouri State Auditor’s Office, federal auditors and authorized representatives of the State of Missouri to perform an independent audit or examine, copy, or investigate any of the contractor’s records, procedures, books, documents, papers, and records recording receipts and disbursements of any of the funds paid to the contractor only for services performed under the contract. Failure to retain adequate documentation for any service billed may result in recovery of payments for services not adequately documented. Any audit exception noted by auditors shall not be paid by the state and shall be the sole responsibility of the contractor. However, the contractor may contest any such exception by any legal procedure.

The state shall not designate any individual, entity, or firm to conduct the audit that is a competitor of the contractor. Any audit conducted or records reviewed under this provision shall be limited to services provided to State of Missouri and shall not require the contractor to disclose information pertaining to any other customer or client of the contractor.

Electronic Funds Transfer, Invoicing, and Payment Requirements and Travel Expenses:

Electronic Funds Transfer (EFT): The State of Missouri will submit contract payments to the contractor at the remittance address listed in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration. However, the contractor understands and agrees the state reserves the right to make contract payments to the contractor through electronic funds transfer (EFT). Therefore, prior to any payments becoming due under the contract, the contractor must verify and update, if applicable, their vendor registration with their current remittance address and ACH-EFT payment information at https://MissouriBUYS.mo.gov.

Invoicing: On a monthly basis, and for each consulting service review performed as approved in the contractor’s letter of engagement, the contractor shall submit invoices to the state agency and detailed actual time and expense information in accordance with the firm, fixed hourly prices on Exhibit C, Pricing Page, including travel, meals, etc., supporting the invoiced amount. The contractor shall not include any payment terms on the invoice. The contractor shall perform the services prior to invoicing the state agency.

For each consulting service review performed as approved in the contractor’s letter of engagement, the invoice shall include the guaranteed not-to-exceed total price stated on the contractor’s approved letter of engagement and the dates and amount of any previous invoices as well as the current billing amount. Unless the contractor has received the state agency’s written preapproval to do otherwise, the contractor shall discontinue invoicing the state agency once the contractor has invoiced the state agency for 65% of the guaranteed not-to-exceed total price stated on the contractor’s approved letter of engagement. Upon successful completion of the Insurance Company reviews and consulting services, which includes issuance of the final report and review of the final report by the state agency, the contractor shall invoice the remainder of the guaranteed not-to-exceed total price stated on the contractor’s approved letter of engagement.

The contractor must identify each individual’s actual hours spent working on the assigned review and the appropriate hourly price for the individual’s personnel classification as shown on Exhibit C, Pricing Page.

The contractor shall invoice only for services performed by the individuals listed on the contractor’s awarded Pricing Page or by the individuals approved by the state agency as described in section 2.6.1 above.

The contractor shall neither invoice nor be paid for time spent traveling or for travel expenses, unless otherwise stated herein.

The contractor must support all hours invoiced with detailed time sheets indicating the hours worked each day.

The contractor shall invoice the state agency on the contractor’s original descriptive business invoice form and submit the invoice via email to the applicable state agency’s Chief Examiner or their designee OR to the following applicable address:

Director of Insurance Company Regulation Department of Commerce and Insurance P.O. Box 690 Jefferson City, MO 65102-0690

Each contractor invoice must be on the contractor’s original descriptive business invoice form and must contain a unique invoice number and the remittance address included in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration. The invoice number will be listed on the state’s EFT addendum record to enable the contractor to properly apply state payments to invoices. The contractor must comply with all other invoicing requirements stated in the RFP.

The statewide financial management system has been designed to capture certain receipt and payment information. For each purchase order received, an invoice must be submitted that references the purchase order number and should be itemized in accordance with items listed on the purchase order. Failure to comply with this requirement may delay processing of invoices for payment.

The contractor shall not invoice federal or state taxes unless otherwise required under statute or regulation.

Payment:

Payments are due upon receipt of a valid invoice, payable in 30 calendar days. All invoices for equipment, supplies, and/or services purchased by the State of Missouri shall be subject to late payment charges as provided in section 34.055, RSMo.

Final invoices are due by no later than thirty (30) calendar days after the expiration of the contract. The state agency shall have no obligation to pay any invoice submitted after the due date.

The State of Missouri does not pay state or federal taxes unless otherwise required under statute or regulation.

The State of Missouri assumes no obligation for equipment, supplies, and/or services shipped or provided in excess of the quantity ordered. Any unauthorized quantity is subject to the state's rejection and shall be returned at the contractor's expense.

Inspection and Acceptance Specifications: For purposes of acceptance, no equipment, supplies, and/or services received by the state pursuant to a contract shall be deemed accepted until the state has had reasonable opportunity to inspect said equipment, supplies, and/or services.

All equipment, supplies, and/or services which do not comply with the specifications and/or requirements or which are otherwise unacceptable or defective may be rejected by the state. In addition, all equipment, supplies, and/or services which are discovered to be defective or which do not conform to any warranty of the contractor upon inspection (or at any later time if the defects contained were not reasonably ascertainable upon the initial inspection) may be rejected.

The State of Missouri reserves the right to return any such rejected shipment at the contractor's expense for full credit or replacement and to specify a reasonable date by which replacements must be received.

The State of Missouri's right to reject any unacceptable equipment, supplies, and/or services shall not exclude any other legal, equitable or contractual remedies the state may have.

Attendance and/or Testimony at Hearings or Other Required Travel Expenses:

The contractor shall invoice the state agency at the firm, fixed price per hour as stated on Exhibit C, Pricing Page for time in attendance and/or testimony at depositions, trials or hearings or other travel when such is required by the state agency to provide the services required under the contract. The contractor must have the prior written approval of the state agency for any travel related expenses.

The contractor shall invoice and be reimbursed for actual and reasonable travel expenses either at the Contiguous US Per Diem Rates (CONUS) or the travel reimbursement rates set by the contractor’s internal written policy, whichever is lower.

The CONUS can be found by clicking on the link for “Per Diem Rates” at the following Internet address: http://www.gsa.gov.

The contractor must have the prior written approval of the state agency for any travel related expenses that may exceed the CONUS rates.

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