Enter your company name Schedule A – Statement of Work Request for Proposal 260000002052 Captive Insurance Company Actuarial Examinations This schedule identifies the anticipated requirements of any Contract resulting from this RFP. The term “Contractor” in this document refers to a bidder responding to this RFP, as well as the Contractor who is awarded the contract. The term “bidder” is used to identify where specific responses to the RFP are required. Yellow fields are also used to identify areas where a bidder response is required.

The Contractor must respond to each requirement or question and explain how it will fulfill each requirement. Attach any supplemental information and reference it appropriately within your response.

Background The purpose of this request is to solicit responses to establish a pre-qualification pool of Contractors to provide captive insurance company actuarial examination services. The Department of Insurance and Financial Services (DIFS), Office of Insurance Evaluation (OIE), has new and on-going captive insurance company examinations that require resources exceeding the available staff resources.

Prequalified Contractor qualifications and availability will be accessed by the Department of Insurance and Financial Services (DIFS) under a second-tier, competitive selection process issued by DIFS. DIFS may then award a specific assignment with the Contractor offering the best overall value for the specific DIFS examination.

Scope DIFS regulatory responsibilities include ensuring captive insurance company solvency and affiliated entity protection and ensuring compliance with Michigan law. To accomplish this, DIFS must review captive insurance companies’ financial statements in a timely manner and examine each company at least every five years.

An analysis and evaluation by a member in the Casualty Actuarial Society (CAS) or Society of Actuaries (SOA), at the Fellow (FCAS/FSA) or Associate (ACAS/ASA) level, depending on the specific annual statement, are critical to the Director’s ability to adequately examine and ensure compliance with standards and regulations.

The examination program was developed by DIFS to address the unique issues surrounding the examination of captive insurance companies. These captive insurance companies are organized and licensed under the captive laws of the State of Michigan. Due to the nature of these companies, they are regulated only by the Department, and the examinations of these companies are not currently subject to the accreditation standards of the National Association of Insurance Commissioners. The examination program has been designed to address these unique aspects of captive insurance companies as well as the Department’s captive regulatory structure which requires the Department’s approval of the Captives’ initial as well as ongoing plan of operations. The procedures in the captive insurance company examination program emphasize the compliance with approved business plan, the adequacy of loss reserves, and they require a risk focused examination approach.

Note: In cases where examination contractors are not required to travel, exam documents will be provided by DIFS, Examiner-in-Charge (EIC) who will be the contact between the captive insurance company and the Contractor.

DIFS is responsible for monitoring and analyzing the financial statements of Michigan licensed captive insurance companies. Over the next five years, it is anticipated the average will be two to six exams per year. There are 27 captives and the program is growing at a steady pace.

General Requirements The purpose of this request is to pre-qualify captive insurance company actuarial examination service Contractors for actuarial examination services. As a result of this request, DIFS will have access to a pool of pre-qualified actuaries available to provide high quality captive insurance actuarial services. The Contractors will be available to DIFS as part of a team working under DIFS EIC.

After creation of the pre-qualified vendor pool, DIFS will use a second-tier, competitive bid process for awarding captive insurance company actuarial examinations. The second-tier work request process will be initiated by DIFS as specific captive insurance company actuarial examination needs arise. After formalizing a statement of work (SOW), DIFS will facilitate the second-tier selection process for each contracting effort. The SOW will identify the period of performance, deliverables, and specific response information required. DIFS will send out the solicitation to all pre-qualified Contractors. These Contractors must respond directly to DIFS within the timeframe specified. DIFS will evaluate the responses and determine the Contractor that will provide the best overall value.

Contractor must provide Deliverables/Services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

A. Each SOW from DIFS will include the following information:

1. Cover Sheet:

a) Contractor Proposal due date.

b) Name of captive insurance company to be analyzed/examined.

c) Period of captive insurance company operation time to be reviewed by this examination.

d) Expected end work product, i.e., agreed-upon procedures.

e) Criteria for determining acceptance of deliverables and final acceptance criteria.

f) Timeframe for work to be finished

2. Excerpts from Captive Insurance Company’s Annual Report.

B. Contractor Response to SOW:

The Contractor will have approximately two weeks to submit a Proposal in response to the SOW. The Contractor must provide a quote and a work plan. Additionally, responses must include the following:

1. Assignment Scope: Statement of the project assignment.

2. Dates by which examination of the captive insurance company will begin and be completed.

3. Description of the services, including:

a) Contractor’s approach to completing the financial examination of the captive insurance company identified in the RFQ (to include a history of the captive insurance company, particular industry considerations, any significant issues raised by DIFS, etc.).

b) Technical work plan.

c) End product of the assignment (e.g. all examination work papers, including a finalized examination report, following captive program examination guidelines, etc.).

d) Individual staff assigned to project.

4. Assigned staff information:

a) Name and title.

b) Background and credentials.

c) Total amount of experience relevant to completing captive insurance company actuarial examinations.

d) Specific experience relevant to the type of captive insurance company being examined. (Not necessary to include individual resumes, if included in Contractor’s proposal under which this Contract was awarded.).

e) All the individual staff assigned to the actuarial examination, the areas each individual will be assigned to the examination and the estimated number of hours each individual will participate in the examination. (Note that this description must reflect that the actuarial examination’s senior level actuary has previous experience in auditing captive insurance companies).

NOTE: It is imperative that Contractor staff that perform these examinations not be affiliated or associated (either financially or contractually) with an entity being examined and that there has been financial or contractual relationship, either written or oral, with an entity being examined and this Contractor, during the life of this Contract. Failure by the firm to comply with this provision will result in the cancellation of this Contract.

5. Detail of costs:

a) Staff assigned to project.

b) Estimated hours assigned for each of the project staff members.

c) The hourly rate per staff person. The hourly rate must also include travel costs.*

d) Total projected cost for examination.

6. Contractor must provide Deliverables/Services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

a) A description of tests which the Contractor will use to determine compliance with Michigan laws, regulations and bulletins and an elapsed time and worker-hours budget.

b) Review and opine actuarial items in connection with financial examinations of Michigan captive insurance companies or other liabilities or assets specifically determined by DIFS which need to be reviewed by an actuary.

c) The actuarial items to be reviewed may include, but are not limited to, policy reserves, policyholder dividend scales and philosophy, tax liability, product features, and surplus requirements, cash flow tests, asset adequacy testing, and loss adjustment expense reserves.

d) The actuary is responsible for reconciling all the data provided by the company back to the annual financial report.

e) The liabilities and assets to be reviewed and certified by the Contractor will be determined at the beginning of each actuarial examination. The Contractor must use, if available, the captive insurance company’s actuarial opinion, report and work papers to the greatest extent possible without compromising the Contractor’s responsibility to perform the necessary tests to render his/her opinion on the agreed upon areas as defined in the work statement.

f) The Contractor must work closely with the EIC to ensure the appropriate underlying master file and other data used by the Contractor in rendering their opinion is tested for completeness and accuracy by DIFS staff.

g) The Contractor must give the EIC progress reports throughout the examination. These reports may be verbal.

h) The Contractor must immediately notify the EIC of any exceptions and important issues.

i) It is also imperative that the Contractor not be associated with (either financially or contractually) the entity regulated by DIFS to which the Contractor is providing services and that such a relationship not be entered into for two years prior to, during the life of and for two years after this Contract without the written consent of DIFS. Failure by the Contractor to comply with this provision may result in the cancellation of this (or future) Contract.

j) The reports and opinions for life and health entities must be signed by a Fellow or Associate of the Society of Actuaries (FSA or ASA); and reports and opinions for property and casualty entities must be signed by a Fellow or Associate of the Casualty Actuarial Society (FCAS or ACAS). The actuary must play a significant role in the analysis and oversight of the project. In circumstances where the Contractor does not have the staff or expertise, the Contractor may subcontract the work with State prior approval.

k) The Contractor must be available for meetings with the regulated entity and DIFS. Also, from time to time, the Contractor may be called upon to appear at a place designated by DIFS, to discuss the issues of an emergency nature on short notice. Further, the Contractor is required to be flexible in changing their work efforts to accommodate the concerns of DIFS. The Contractor must be prepared and available to defend the Contractor’s findings in a hearing. The Contractor must be willing to testify as an expert witness and perform other tasks related to the area of expertise as needed.

l) The Contractor may be called upon to help DIFS analyze complex reinsurance agreements and transactions or any other special assignment, where actuarial assistance may be deemed necessary by DIFS.

m) From time to time, there may be special projects that may be performed in areas which may be considered beyond the scope of a routine actuarial examination, which the Contractor may be asked to provide to DIFS. The scope of the project or area will be defined by DIFS and agreed upon with the Contractor before the work begins.

n) The actuary should be able to perform most of the analysis from their work location. All visits by the actuary to the captive insurance company being examined must be coordinated with the approval of the EIC.

o) Any reports generated are the property of DIFS and must be sent to DIFS at the conclusion of the examination.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must provide any additional details for requirements.

Describe how you will comply with the requirement(s)

C. Additional Requirements

1. Perform specific examination tests identified in the initial examination plan and other examination tests as deemed necessary throughout the course of the examination to determine solvency and compliance with Michigan captive insurance laws, regulations, administrative rules and bulletins. The Contractor must review the tests performed and the results found with a Captive Unit EIC on request.

2. Document all work performed and examination findings in actuarial examination work papers, ensuring all work papers generated during the examination meet its firm’s work paper quality standards, and Captive Unit work paper standards (all work papers will be reviewed and must be approved by the EIC. Note that TeamMate file repository software use is preferred. These work papers will become the property of DIFS after the examination and must be provided in electronic format.

3. Be responsible for bringing their own supplies and equipment.

4. Not contact the company prior to the actuarial examination without written authorization from DIFS, even though it is DIFS’s practice to give captive insurance companies at least 30 days’ notice prior to beginning an actuarial examination.

5. Assign staff who are qualified and familiar with Michigan captive insurance laws, regulations, administrative rules and bulletins.

6. Identify any items of noncompliance with State statutes and regulations, whether financial or non-financial, which become apparent during the actuarial examination. Also, the Contractor must identify any findings, again whether financial or non-financial, where the company could improve its operations, controls or reporting. DIFS will make the final determination about which items should then be discussed with the captive insurance company and then whether that item should be included in the final report or management letter.

7. Work with, and under the direction of the EIC, to prepare a draft copy of the examination report and management letter on the captive insurance company. The management letter must include all findings that are not material to the captive insurance company’s financial solvency or code violations but are areas where the company could improve its operations, controls or reporting.

8. Submit actuarial examination findings and work papers to DIFS within 10 calendar days following the completion of the examination of the company unless otherwise agreed to by DIFS.

9. Make changes to the report as agreed to, following discussions with DIFS.

10. Hold a meeting (can be a conference call) with DIFS and the captive insurance company being examined to discuss any findings or comments arising from the actuarial examination. Following the meeting, adjust the draft report and opinion based on the meeting and subsequent information received by DIFS and submit the final draft report and opinion to DIFS within 10 calendar days of approval of the draft by the EIC.

11. Remain available to answer any inquiries or clarify test-work and findings found during the examination until the next examination of the captive insurance company is completed. This is normally a five-year period. Also, the Contractor must assist DIFS during any administrative or court proceedings involving the examination reports, the examinations or any matter related to the Contractor’s work under this Contract.

12. Upon notice by DIFS, appear or be available to appear for testimony in any administrative or court proceedings involving the examination reports, the examinations or any matter related to the Contractor’s work under this Contract. DIFS will pay for this type of service outside the cost proposed under the Contract. However, DIFS will only pay the individual hourly rates agreed to within this Contract. These services will only be provided at the request of the Contract Compliance Inspector and a total agreed price will be determined before any services are rendered. No additional costs will be provided above the amount agreed to by the Contract Compliance Inspector (CCI).

13. Remain available to participate in Chapter 81 proceedings. During an examination, it may become necessary for DIFS to take a Chapter 81 action, such as seizure of the assets or rehabilitation. If these services are above the normal course of the examination, a separate arrangement will be negotiated with the Contractor. DIFS will make the final determination whether the services are above the normal course of the examination. Once a Chapter 81 action is taken, the Director of the Receivership Division, DIFS, may take responsibility for the examination.

14. Remain available to answer any questions or provide any additional documentation requested by the auditor general’s office if DIFS is audited during this Contract period by the auditor general’s office. DIFS is also audited by the State of Michigan Legislature’s Office of the Auditor General. The Auditor General may review the Contractor’s work papers. DIFS will pay for this type of service outside the cost proposed under the Contract. The rate charged by the Contractor for these services must be the hourly rates agreed to in the Contract. These services will only be provided at the request of the CCI and a total agreed upon price will be determined before any services are rendered.

NOTE: No additional costs will be provided above the amount agreed to by the CCI.

15. Within 10 working days from the beginning of the examination, unless otherwise agreed upon, the Contractor must submit a work plan to the EIC for final approval. This final work plan or agreed upon procedures will be finalized after the examination planning has been completed jointly by the Contractor and DIFS. This final implementation plan must agree with the Contractor’s accepted and approved quotation and must include the following:

a) The Contractor's project organizational structure.

b) The Contractor's staffing table with names and title of personnel assigned to the project. This must agree with staffing of accepted proposal. Necessary substitutions due to change of employment status and other unforeseen circumstances may only be made with prior approval of the State.

c) The project breakdown showing sub-projects, activities and tasks, and resources required and allocated to each.

d) The time-phased plan in the form of a graphic display, showing each event, task, and decision point in your work plan.

16. The Contractor must agree to comply with Section 222(4) of the Michigan Insurance Code regarding the confidentiality of all information and knowledge obtained by the Contractor during an examination of an entity under this Contract. Section 222(4) states, in part, “all work papers, correspondence, memoranda, reports, records and other written or oral information related to an examination report or an investigation shall be withheld from public inspection, shall be confidential, shall not be subject to subpoena, and shall not be divulged to any person, except as provided for in Section 222(4)“. If the Contractor receives a subpoena for any information related to an examination under a contract, the Contractor must contact DIFS immediately. The Contractor should also be aware of Section 226 of the Michigan Insurance Code that states, in part, a person acting under this act who discloses any fact or information that is confidential under this act is guilty of a misdemeanor, punishable by a fine of not more than $1,000, or imprisonment of not more than one year, or both.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must provide any additional details for requirements.

Describe how you will comply with the requirement(s)

Project Plan The Contractor will carry out this project under the direction and control of the Program Manager.

For this proposal: Identify required project management processes, including expected frequency and mechanisms for updates and progress reviews, and individuals responsible for receiving and responding to the requested information. Provide details about the project plan and how it will be managed. Project plan should identify items such as the required contact personnel; the date the project plan must be submitted to the State; project management process; project breakdown identifying sub-projects, tasks, and resources required; expected frequency and mechanisms for updates/progress reviews; process for addressing issues/changes; and individuals responsible for receiving/reacting to the requested information.

Upon Contract Award: A final project plan must be submitted for final approval within 30 calendar days of the Effective Date. The plan must also include: (a) the Contractor's organizational chart with names and title of personnel assigned to the project, which must align with the staffing stated in accepted proposals; and (b) the project breakdown showing sub-projects, tasks, and resources required.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must provide any additional details for requirements.

Describe how you will comply with the requirement(s)

ADA Compliance The State is required to comply with the Americans with Disabilities Act of 1990 (ADA), including its accessibility standard for websites, applications, content and documents. All Contract Activities created, provided, or made available by Contractor under this Contract in a digital format, including but not limited to, websites, applications, software, mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet) must comply with the accessibility standards provided in the Digital Accessibility Standards, located at SOM Digital Standards.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Timeframes All Contract Activities must be delivered within 5 months of the start of the examination. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Delivery Delivery will be expected within 14 calendar days after the finalized report of examination. Delivery will be made to the Program Manager.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Reporting The Contractor must submit to the Program Manager, all required written reports.

Bidder Response

Explain your reporting capabilities, any reporting that is included in your proposal, and any additional reporting capabilities.

Describe how you will comply with the requirement(s)

Meetings The State may request meetings as it deems appropriate.

Contractor Program Manager The Contractor must appoint qualified individuals specifically assigned to State of Michigan accounts who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Program Manager”).

The Contractor must notify the Contract Administrator at least 14 calendar days before removing or assigning a new Contractor Program Manager.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Key Personnel See Attachment 1- Key Personnel for requirements related to the key personnel.

Non-Key Personnel The Contractor must notify the Contract Administrator at least 10-calendar days before removing or assigning non-key personnel.

Organizational Chart Bidder Response

Provide an overall organizational chart that details staff members, by name and title, and subcontractors.

Add your org chart here or insert the label or filename if you are adding it as a separate attachment.

Customer Service Number Bidder Response

The Contractor must specify its customer service number for the State to contact the Contractor Program Manager who must be available for calls during the hours of 8:00 am to 5:00 pm EST, at a minimum. Identify customer service availability for this proposal by hours and days of the week.

Insert customer service number

Disclosure of Subcontractors If the Contractor intends to utilize subcontractors, the Contractor must disclose the following:

The legal business name; address; telephone number; a description of subcontractor’s organization and the services it will provide; and information concerning subcontractor’s ability to provide the Contract Activities.

The relationship of the subcontractor to the Contractor.

Of the total bid, the price of the subcontractor’s work.

Whether the Contractor has a previous working experience with the subcontractor. If yes, provide the details of that previous relationship.

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

Geographically Disadvantaged Business Enterprise Sub-Contractors: If contractors plan to utilize subcontractors to perform more than 20% of the deliverables under this contract, at least 20% of that subcontracted work must be awarded to Michigan-based Geographically Disadvantaged Business Enterprises (GDBE). Contractor will submit a plan detailing all subcontractors to be used, including the percentage of the work to be done by each. Contractor must inform the State to the name and address of the GDBE, the percentage of the work they will complete, the total amount estimated to be paid to the GDBE, and provide evidence for their qualifications as a GDBE. If contractor cannot find GDBE subcontractors to meet this requirement they must provide reasoning and justification to receive an exemption from this requirement from the State. (Existing business relationships will not be an approved reason for this.)

GDBE definition: "Geographically Disadvantaged Business Enterprise" also known as GDBE, is a Michigan-based business that satisfies one or more of the following: (i) Is certified as a Michigan HUBZone Small Business Concern by the United States Small Business Administration. (ii) Has a principal place of business located within a Qualified Opportunity Zone within Michigan. (iii) More than half of its employees either work at a secondary location or have a principal residence located within a Qualified Opportunity Zone within Michigan, or both.

Additional information on GDBEs can be found here:

DTMB - Geographically Disadvantaged Business Enterprise Required Subcontractor information. Bidders must complete the table below for each anticipated subcontractor. Copy the table as many times as needed for each subcontractor. Complete the second table with the percentage of work that will be completed by all subcontractors involved.

The legal business name, address, telephone number of the subcontractor(s).

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities.

The relationship of the subcontractor to the Bidder.

Is the subcontractor a GDBE?

Whether the Bidder has a previous working experience with the subcontractor.

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

Of the total bid, the price of the subcontractor’s work.

Work performed by subcontractors

Total percentage of work that will be performed by subcontractors: Insert %

Total percentage of subcontracted work that will be performed by GDBE subcontractors: Insert %

Security The Contractor will be subject the following security procedures:

Bidder Response

The Contractor must explain any security measures in place to ensure the security of State facilities.

Explain your security measures.

Price Term Pricing is firm for the entire length of the Contract.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Price Changes Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

Authorizing Document The appropriate authorizing document for the Contract will be Master Agreement and Purchase Order.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Acceptance, Inspection and Testing The State will use the following criteria to determine acceptance of the Contract Activities: Deliverables must be presented in writing to the agency project manager. Deliverables must meet the agreed upon criteria between the agency project manager and the Contractor.

Final Acceptance Final Acceptance is when the project is completed and functions according to the requirements. Any intermediate acceptance of sub-deliverables does not complete the requirement of Final Acceptance.

Invoice Requirements All invoices submitted to the State must include: (a) date; (b) delivery order; (c) quantity; (d) description of the Contract Activities; (e) unit price; (f) shipping cost (if any); (g) vendor-generated invoice number and (h) total price.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Payment Methods The State will make payment for Contract Activities via EFT.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Procedure Invoices shall be submitted to the EIC only after the examination report has been deemed acceptable by all parties.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Required Functionality Relating to Data Retention, Disposal, and Retrieval The State has legal obligations to retain, dispose, and retrieve State Data along with obligations to manage and secure State Data. To meet these obligations, the Solution must allow the State to:

retain all data for the entire length of the Contract.

delete its data or request the deletion of its data, even data that may be stored offline or in backups.

transfer its data back to the State or to a new vendor or new solution.

transfer its data to the Archives of Michigan as may be required by a retention and disposal schedule.

retrieve data, even data that may be stored offline or in backups.

Except as otherwise stated in the Contract, Contractor will not dispose of, delete, or destroy State Data without the prior written approval of the State.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must review and explain how the data retention, disposal, and retrieval requirements will be met by the solution and describe its data management capabilities (storage limitations, duration, etc.). If the Solution does not allow the State to perform these activities itself, the bidder must explain how it will support the State’s compliance with these requirements.

Describe how you will comply with the requirement(s)

Liquidated Damages Late or improper completion of the Contract Activities will cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $5,000 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

Enter your company name

Captive Insurance Company Actuarial Examinations 1 Schedule A – Attachment 1 – Key Personnel

1. Key Personnel The Contractor must appoint an individual who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquiries within 48 hours.

The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Project Manager, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection. The State may require a 30-calendar day training period for replacement personnel.

Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under the Termination for Cause section of the Standard Contract Terms. It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Termination for Cause, Contractor will issue to the State the corresponding credits set forth below (each, an “Unauthorized Removal Credit”):

For the Unauthorized Removal of any Key Personnel designated in the applicable Statement of Work, the credit amount will be $25,000.00 per individual if Contractor identifies a replacement approved by the State and assigns the replacement to shadow the Key Personnel who is leaving for a period of at least 30-calendar days before the Key Personnel’s removal.

If Contractor fails to assign a replacement to shadow the removed Key Personnel for at least 30-calendar days, in addition to the $25,000.00 credit specified above, Contractor will credit the State $833.33 per calendar day for each day of the 30-calendar day shadow period that the replacement Key Personnel does not shadow the removed Key Personnel, up to $25,000.00 maximum per individual. The total Unauthorized Removal Credits that may be assessed per Unauthorized Removal and failure to provide 30-calendar days of shadowing will not exceed $50,000.00 per individual.

Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any fees or other charges payable to Contractor under this Contract.

The Contractor must identify the Key Personnel, indicate where they will be physically located, describe the functions they will perform, and provide current chronological résumés.

The Contractor must identify all Key Personnel that will be assigned to this contract and include the following:

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Name and title of staff that will be designated as Key Personnel.

Key Personnel years of experience in the current classification.

Identify which of the required key personnel positions they are fulfilling.

Key Personnel’s roles and responsibilities, as they relate to this RFP, if the Contractor is successful in being awarded the Contract. Descriptions of roles should be functional and not just by title.

Identify if each Key Personnel is a direct, subcontract, or contract employee.

Identify if each Key Personnel staff member is employed full-time (FT), part-time (PT) or temporary (T), including consultants used for the purpose of providing information for the proposal.

List each Key Personnel staff member’s length of employment or affiliation with the Contractor’s organization.

Identify each Key Personnel’s percentage of work time devoted to this Contract.

Identify where each Key Personnel staff member will be physically located (city and state) during the Contract performance.

The Contractor must provide detailed, chronological resumes of all proposed Key Personnel, including a description of their work experience relevant to their purposed role as it relates to the RFP.

Qualifications will be measured by education and experience with particular reference to experience on projects similar to that described in the RFP.

Bidder Response

Bidder must provide the resumes and information as required above – either in this response box or identified here as an attachment to this RFP labelled as Resumes.

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