122436 O5 - Rightway Response.pdf

2 Gansevoort Street, Suite 701, New York, NY 10014 rightwayhealthcare.com

Table of Contents

1. Rightway - Executive Summary

2. Rightway - Original Contractual Agreement Form

3. Rightway - Corporate Overview

4. Rightway - Sections II through IV

5. Technical Response

5.1 Attachment C – Confirmations & Questionnaire

5.2 Project Objective & Scope of Work

5.3 Formulary Disruption Analysis

5.4 Low WAC Formulary Disruption Analysis

5.5 Network Disruption Analysis

5.6 Mark Cuban Cost Plus Savings Analysis

6. Rightway - Attachment A – Intent to Propose Form

7. Rightway - Attachment B – Business Associate Agreement

8. Rightway - Attachment D – Performance Guarantees

9. Costs

9.1 Rightway - Cost Sheet

9.2. Rightway - PMPM Guarantee

9.3 Rightway - PBM Pricing Proposal

9.4 Rightway - Enhanced Benefit Program Summary

10. Rightway - Exhibits

Pg. 02

10.1. Rightway - Bank Letter

10.2. Rightway - PBM Organizational Chart

10.3. Rightway - Account Team Resume - Frank Totino

10.4. Rightway - Account Team Resume - Katrina Best

10.5. Rightway - Account Team Resume - Kelli Richard

10.6. Rightway - Account Team Resume - Shannon Burke

10.7. Rightway - Account Team Resume - Sylvia Metz

10.8. Rightway - Sample Implementation Project Plan

10.9a. Rightway - Collective Health Financial Industry Case Study

10.9b. Rightway - Manufacturing Industry Case Study

10.9c. Rightway - Property Management Industry Case Study

10.10. Rightway - SOC 2 and HITRUST Report

10.11. Rightway - Security Program Policy

10.12. Rightway - Security Awareness and Privacy Training Policy

10.13. Rightway - Value Formulary

10.14. Rightway - Formularies by NDC

10.15. Rightway - Specialty List

10.16. Rightway - Biosimilar Formulary Status & Pipeline

10.17. Rightway - Specialty QL Drugs

10.18. Rightway - Specialty Drugs with QL less than 30 days

10.19. Rightway - High Cost Drug List

10.20. Rightway - Claims Reprice Detail

10.21. Rightway - Geo Access Analysis

10.22. Rightway - RxDC Client Communication

10.23. Rightway - Client Reporting Overview

10.24. Rightway - PBM Sample QBR Report

10.25. Rightway - Sample Eligibility Report

10.26. Rightway - Sample Rebate Reconciliation

Pg. 03

10.27. Rightway - Sample PMPM Annual Reconciliation

10.28. Rightway - Sample PG Template Report

10.29. Rightway - Sample Client Satisfaction Survey

2 Gansevoort Street, 7th FL, STE 01 Ne w York, NY 10 0 14

State of Nebraska, Department of Administrative Services Benefits Team, On behalf of Rightway, I am pleased to present our response to RFP–122435-O5. Traditional Pharmacy Benefit Managers (PBMs) have long dominated the industry, focusing on maximizing rebates and driving volume within their owned channels to extract value from the supply chain and retain it as revenue. While they claim this approach drives savings, it has only resulted in rising prescription costs, restricted access, and an opaque financial model that prioritizes PBM profits over client and member needs. Rightway is pleased to offer a re-imagined PBM service that fully supports the State of Nebraska (the State) fiduciary obligations by aligning completely with the State’s goals of meaningful transparency in pricing, utilization, data, and auditing, while simplifying the affordability and access of healthcare for your members.

Rightway is the only PBM that provides both full transparency and complete accountability to the State.

Our only source of revenue comes from a single, fully auditable per member per month (PMPM) administrative fee. We operate a fully transparent pass-through pricing model that does not retain any rebates or practice spread pricing. We intentionally do not own pharmacies to avoid any misaligned incentives. Our commitment to delivering the full value of the pharmacy supply chain through transparency and accountability is backed by robust dollar-for-dollar guarantees, including a PMPM spend guarantee. This unrivaled PMPM guarantee sets a clear threshold for total drug spend, holding Rightway accountable for more than just network and rebate guarantees offered by traditional and other Pass-through PBMs. Rightway targets the total cost of the benefit, which includes both State and member spending, ensuring a more comprehensive approach. If the State’s spend exceeds the PMPM guarantee, Rightway covers the difference dollar-for-dollar, guaranteed. Rightway’s PMPM model ensures predictable spend and cost certainty, allowing the State to budget accurately with no hidden fees or fluctuating utilization costs. It also creates financial alignment by prioritizing effective cost management and eliminating incentives to drive up volume or direct members to high-cost pharmacies, while simultaneously providing member-centric care focused on clinical outcomes.

Rightway’s unique solution also brings a modern front door to healthcare through the most frequent touchpoint, pharmacy, providing optimized benefits steerage and technology ecosystems through our pioneered Pharmacy Navigation solution. Rightway is the only PBM that supports members with concierge-level service delivered exclusively by clinical experts as our standard member service solution. Our Pharmacy Navigation team lowers total drug spend by guiding members to the lowest-cost, clinically appropriate options, like biosimilars and generics, all while providing an exceptional service experience. Our +72 member Net Promoter Score is evidence of the care and advocacy our Pharmacy Navigation team provides. This unique concierge focus aligns well with the State’s focus on providing the best benefit experience for your members, and our holistic and proactive member outreach will help deliver a smooth transition from your current PBM relationship. In summary, Rightway offers:

● A fully pass-through and aligned business model providing optimal transparency and fiduciary alignment through NDC-level cost reporting and lowest net cost steerage

● A concierge-level clinician-led navigation, education, and support system, serving as the Pharmacist in the family for every State member through 100% U.S.-based pharmacists and pharmacy technicians supporting the entire member journey

● Robust proactive communication strategy to support a positive transition for the State’s members with Net Promoter Score (NPS) satisfaction guarantees

● Ownership of all backend service technology, front-end member and client technology tools, retail networking, and pharmacy administration service components to foster deep engagement, informed decision-making, and innovation that optimizes cost, quality, and care

By partnering with Rightway and leveraging our fully aligned pass-through pricing model and Pharmacy Navigation, the State can optimize its pharmacy spend and achieve significant cost savings. Key highlights of our financial proposal include:

● Simplified PMPM Guarantee: Based on the claims data provided, we guarantee that the State’s net drug spend will not exceed $166.43 PMPM in the first year. Rightway can further dial in this guarantee with more recent claims data. Ongoing Year 2 and Year 3 PMPM guarantees would be based on the prior year’s claims data.

● Clinical and Rx Navigation Savings Guarantee: Rightway offers a unique savings guarantee of $16.81 PMPM beyond standard discounts and rebates, reinforcing our commitment to delivering true net cost savings.

● Cost Savings Programs: We estimate over $12.4 million in potential savings from targeted initiatives, including:

· $3 million from low-WAC biosimilars (e.g., Humira and Stelara)

· $5 million through Rightway’s integration with Mark Cuban Cost Plus Drugs

· $4.4 million via specialty drug programs like Copay Maximization and Patient Assistance.

● PBM Pricing Proposal: This document details our minimum discount, dispensing fee, admin fees, and rebate guarantees, presented transparently without misaligned incentives.

● Integration with the State’s Benefits Ecosystem: Rightway is committed to data sharing with the State’s current medical carrier, enhancing insights into members' pharmacy care.

● Rightway Care Navigation: Available as an add-on service, Rightway’s Care Navigation expands upon our Pharmacy Navigation by providing complete healthcare assistance for members. Rightway offers a clinically led, human-first, and technology-powered approach to care navigation and advocacy, supporting members throughout their healthcare journey with personalized, empathetic guidance. Our three-pronged model includes an intuitive app that serves as the single front door to benefits and care decisions, a clinician-led support team enabled by smart tools and insights, and a data-driven strategy for proactive outreach and high-impact clinical guidance. This comprehensive platform empowers members with benefit education, access to high-quality care, billing resolution support, and personalized assistance at every step—driving better outcomes and a more connected healthcare experience.

As outlined above and within our proposal, Rightway’s comprehensive approach uniquely positions Rightway to deliver unmatched value, complete transparency, and holistic support to the State’s benefits program while ensuring full, unconflicted alignment in lowering overall drug costs.

Please do not hesitate to reach out with any questions or to arrange a detailed discussion about our proposal. You can contact me directly at colby.heiner@rightwayhealthcare.com or (480) 319- 4364.

Gratefully, Colby Heiner Vice President – Public Sector, Labor & Trust Markets

CONTRACTUAL AGREEMENT FORM

By signing this Contractual Agreement Form, the bidder guarantees compliance with the provisions stated in this solicitation and agrees to the terms and conditions unless otherwise indicated in writing and certifies that bidder is not owned by the Chinese Communist Party.

THIS FORM MUST BE SIGNED MANUALLY IN INK OR BY DOCUSIGN

COMPANY:

ADDRESS:

PHONE:

EMAIL:

BIDDER NAME & TITLE:

SIGNATURE:

DATE:

VENDOR COMMUNICATION WITH THE STATE CONTACT INFORMATION

(IF DIFFERENT FROM ABOVE)

NAME:

TITLE:

PHONE:

EMAIL:

122436 O5 Prescription Drug Benefits Plan

BIDDER MUST COMPLETE THE FOLLOWING

Rightway Healthcare, Inc.

2 Gansevoort Street, Suite 701, New York, NY 10014

7/18/2025

(305) 851-7310

Xavier@rightwayhealthcare.com

Xavier Del Rosario, SVP Finance and Business Operation

Colby Heiner

Vice President - Public Sector, Labor & Trust Markets

(480) 319-4364

Colby.Heiner@rightwayhealthcare.com

Corporate Overview The Corporate Overview section of the solicitation response should consist of the following subdivisions:

a. Bidder Identification and Information

The bidder should provide the full company or corporate name, address of the company's headquarters, entity organization (corporation, partnership, proprietorship), state in which the bidder is incorporated or otherwise organized to do business, (including whether the Bidder is in good standing in the state in which it is formed or incorporated), year in which the bidder first organized to do business and whether the name and form of organization has changed since first organized. The Bidder should also provide this information for the branch or local office or other subordinate element that will perform or assist in performing the work on this contract.

Please see our response below:

● Full company or corporate name: Rightway Healthcare Inc.

● Address of corporate headquarters: 2 Gansevoort Street, 7th Floor, Suite 01, New York, New York 10014

● Entity organization: Rightway is a privately held corporation with venture capital backing.

● State of incorporation: Delaware

● Year first organized to do business: Rightway began providing Navigation services in

2017 and PBM services in 2020.

Rightway is privately held with no subsidiaries or parent organizations, and there has not been a change in name or form of the organization since it was first organized.

b. Financial Statements

The bidder should provide its organization's last audited financial statement and the most recent unaudited financial statement if the most recent audited financial statement is older than 12 months as well as the latest SSAE 21 report. If publicly held, the bidder should provide a copy of the corporation's most recent audited financial reports and statements, and the name, address, and telephone number of the fiscally responsible representative of the bidder’s financial or banking organization.

Rightway is a private company and, as such, chooses not to disclose financial information at this time. Should the time come, and we are selected to move forward with this RFP, we would be open to discussing further.

If the bidder is not a publicly held corporation, either the reports and statements required of a publicly held corporation, or a description of the organization, including size, longevity, client base, areas of specialization and expertise, and any other pertinent information, should be submitted in such a manner that solicitation evaluators may reasonably formulate a determination about the stability and financial strength of the organization. Additionally, a non-publicly held firm should provide a banking reference.

Rightway is a private company and, as such, chooses not to disclose financial information at this time. Should the time come, and we are selected to move forward with this RFP, we would be open to discussing further.

The bidder must disclose any and all judgments, pending or expected litigation, or other real or potential financial reversals, which might materially affect the viability or stability of the organization, or state that no such condition is known to exist.

Confirmed. No one has taken past or pending litigation against Rightway.

The State may elect to use a third party to conduct credit checks as part of the corporate overview evaluation.

Rightway acknowledges that the State may choose to engage a third party to conduct credit checks as part of the corporate overview evaluation. As a privately held company, Rightway is not rated by commercial credit agencies.

However, in the interest of transparency, Rightway is prepared to provide alternative financial documentation upon advancement to the finalist stage. This may include audited financial statements or other relevant materials to support the State’s evaluation process.

c. Change of Ownership

If any change in ownership or control of the company is anticipated during the twelve (12) months following the solicitation response due date, the bidder should describe the circumstances of such change and indicate when the change will likely occur. Any change of ownership to an awarded bidder(s) will require notification to the State.

Confirmed. We do not anticipate any change in ownership or control of Rightway during the 12 months following the solicitation response due date. Rightway has been privately held since its inception and has not made any recent changes in ownership. We do not contemplate being acquired or any significant merger over the next five years and will ensure consistent delivery of service for clients in any post-merger or acquisition environment.

The bidder should state and describe if it recently experienced any workforce realignments and/or recent merger or acquisition activity. Include in this description, any anticipated changes in ownership or business developments, including but not limited to mergers, stock issues, and the acquisition of new venture capital.

Rightway has not experienced any recent workforce realignments, mergers, or acquisition activity. We have not pursued any acquisitions or mergers over the past five years and have not made any recent acquisitions or divestitures in the last 12 months. There have been no recent changes in ownership, and we do not anticipate any change in ownership or control during the next twelve months. We are a privately held, venture-backed company, not currently for sale, and are not engaged in any discussions related to being acquired, acquiring another company, or affiliating with another business entity.

d. Office Location

The bidder’s office location responsible for performance pursuant to an award of a contract with the State of Nebraska should be identified.

The office location of Rightway that will be responsible for performance pursuant to an award of a contract is: 2 Gansevoort Street, 7th Floor, Suite 01 New York, New York 10014.

e. Relationships with the State

The bidder should describe any dealings with the State over the previous twelve (12) months.

If the organization, its predecessor, or any Party named in the bidder’s solicitation response has contracted with the State, the bidder should identify the contract number(s) and/or any other information available to identify such contract(s). If no such contracts exist, so declare.

We have no such contracts with the State over the previous 12 months. There are no dealings or contracts to declare involving our organization, its predecessor, or any Party named in our solicitation response.

f. Bidder’s Employee Relations to State

If any Party named in the bidder’s solicitation response is or was an employee of the State within the past twelve (12) months, identify the individual(s) by name, State agency with whom employed, job title or position held with the State, and separation date. If no such relationship exists or has existed, so declare.

There are no individuals named in the bidder’s solicitation response who are or were employed by the State within the past 12 months.

If any employee of any agency of the State of Nebraska is employed by the bidder or is a subcontractor to the bidder, as of the due date for solicitation response submission, identify all such persons by name, position held with the bidder, and position held with the State (including job title and agency). Describe the responsibilities of such persons within the proposing organization. If, after review of this information by the State, it is determined that a conflict of interest exists or may exist, the bidder may be disqualified from further consideration in this solicitation. If no such relationship exists, so declare.

There are no current employees of any agency of the State of Nebraska employed by the bidder or serving as subcontractors to the bidder as of the due date for solicitation response submission.

g. Contract Performance

If the bidder or any proposed subcontractor has had a contract terminated for default during the past (three) (3) years, all such instances must be described as required below. Termination for default is defined as a notice to stop performance delivery due to the bidder’s non-performance or poor performance, and the issue was either not litigated due to inaction on the part of the bidder or litigated and such litigation determined the bidder to be in default.

Rightway has not had a contract terminated for default during the past 3 years.

It is mandatory that the bidder submit full details of all termination for default experienced during the past (three) (3) years, including the other Party's name, address, and telephone number. The response to this section must present the bidder’s position on the matter. The State will evaluate the facts and will score the bidder’s solicitation response accordingly. If no such termination for default has been experienced by the bidder in the past (three) (3) years, so declare.

Rightway has not had a contract terminated for default during the past 3 years.

If at any time during the past (three) (3) years, the bidder has had a contract terminated for convenience, non-performance, non-allocation of funds, or any other reason, describe fully all circumstances surrounding such termination, including the name and address of the other contracting Party.

Pg. 04 Outside of client merger or acquisition-related terminations, Rightway has not had any contracts terminated in the last three (3) years.

h. Summary of Bidder’s Corporate Experience

The bidder should provide a summary matrix listing the bidder’s previous projects similar to this Solicitation in size, scope, and complexity. The State will use no more than three (3) narrative project descriptions submitted by the bidder during its evaluation of the solicitation response.

The bidder should address the following:

i. Provide narrative descriptions to highlight the similarities between the bidder’s experience and this Solicitation. These descriptions should include:

a) The time period of the project,

b) The scheduled and actual completion dates,

c) The bidder’s responsibilities,

d) For reference purposes, a customer name (including the name of a contact person, a current telephone number, a facsimile number, and e-mail address);

and

e) Each project description should identify whether the work was performed as the prime Vendor or as a subcontractor. If a bidder performed as the prime Vendor, the description should provide the originally scheduled completion date and budget, as well as the actual (or currently planned) completion date and actual (or currently planned) budget.

Bidder and Subcontractor(s) experience should be listed separately. Narrative descriptions submitted for Subcontractors should be specifically identified as subcontractor projects.

If the work was performed as a subcontractor, the narrative description should identify the same information as requested for the bidders above. In addition, subcontractors should identify what share of contract costs, project responsibilities, and time period were performed as a subcontractor.

Confirmed. Please refer to Exhibit 10.9a - 10.9c for three case studies that provide detailed narrative descriptions of projects similar to this Solicitation.

i. Summary of Bidders' Proposed Personnel/Management Approach

The bidder should present a detailed description of its proposed approach to the management of the project.

Rightway's approach to proactive, member-centric implementation and ongoing account management is designed to minimize the burden on both the State and its members through a collaborative, tailored, and high-touch process.

During implementation, we emphasize a best-in-class playbook led by industry experts to ensure a seamless transition. Our Implementation and Client Management teams are certified in change management, removing potential transition burdens and optimizing the effort required from the State. We assign a dedicated implementation team to each client, working closely to understand goals, gather requirements, and develop a detailed project plan with clear timelines, milestones, and responsibilities. Secure data integration with existing vendors, platform

Pg. 05 configuration to client specifications, comprehensive engagement planning, and thorough testing and validation are all standard steps. We provide training for client administrators and employees, and our team offers ongoing support post-launch, including regular performance monitoring and continuous improvement.

To support the client during the transition, we provide a designated member service unit trained in the State benefits, nomenclature, and culture. We prioritize proactive communication, including early mobile app access, a client experience website/landing page, and omnichannel communication to educate and engage members. We also allow the plan sponsor to assess member service readiness before open enrollment and provide performance guarantees to support our delivery.

For ongoing account management, we assign a top-performing Account Management team led by a Client Success Manager (CSM) who coordinates regular meetings, manages work streams, and ensures all client needs are addressed. The CSM is supported by associates with domain expertise and functional leadership oversight. Our Pharmacy Navigation team collaborates with the Account Management team to address complex member issues and maintain efficient correspondence with the State. This structure ensures comprehensive coverage of utilization trends, engagement initiatives, data integrations, and other client-specific needs, delivering a seamless and productive partnership focused on client satisfaction and member well-being.

The bidder should identify the specific professionals who will work on the State’s project if their company is awarded the contract resulting from this Solicitation. The names and titles of the team proposed for assignment to the State project should be identified in full, with a description of the team leadership, interface, and support functions, and reporting relationships. The primary work assigned to each person should also be identified. For each team member listed, identify whether this staff member will be 100% dedicated/designated to the State account. If the member is not 100% dedicated/designated to the State, please indicate the percentage of time the staff member will designate to the State account as well as the number of other clients with which the staff member has responsibilities. At a minimum, the specific professionals should include:

a) Implementation Coordinator/Manager

b) Account Executive

c) Eligibility Coordinator/Manager

d) Pharmacist

e) Member Service Manager

f) Government/Legislative Liaison

The bidder should provide resumes for all personnel proposed by the bidder to work on the project. The State will consider the resumes as a key indicator of the bidder’s understanding of the skill mixes required to carry out the requirements of the Solicitation in addition to assessing the experience of specific individuals.

Resumes should not be longer than three (3) pages. Resumes should include, at a minimum, academic background and degrees, professional certifications, understanding of the process, and at least three (3) references (name, address, and telephone number) who can attest to the competence and skill level of the individual. Any changes in proposed personnel shall only be implemented after written approval from the State.

The bidder to note any positions bidder will need to hire if awarded this contract.

Pg. 06 The bidder will provide an organization chart, including names and titles, of Account Team and key personnel that will be responsible for the State account.

If awarded the contract resulting from this Solicitation, the following professionals are proposed to lead and support the State of Nebraska account. These individuals bring extensive experience and expertise necessary to ensure the successful implementation and ongoing administration of the State’s program.

Proposed Account Team and Responsibilities

Name Title Primary Role % Dedicated to the State

Dee Kafura Implementation Coordinator/Manager

Responsible for leading the implementation process, coordinating cross-functional teams, establishing timelines, and ensuring successful program launch.

25%

Sylvia Metz Account Executive Serves as the main point of contact for the State, ensuring alignment with strategic goals, addressing high-level concerns, and facilitating executive-level communication.

20%

Susan Her Eligibility Manager Manages eligibility file processing, quality assurance, and coordination with State personnel on eligibility-related issues.

25%

Shannon Burke Pharmacist Provides clinical oversight, formulary support, and therapeutic guidance.

Works closely with the State to address pharmacy trends and clinical outcomes.

20%

Katrina Best Member Services Manager

Oversees call center operations and ensures a high standard of member service and issue resolution.

Responsible for training and performance monitoring of support staff.

25%

Frank Totino Government/Legislative Acts as a conduit 15%

Pg. 07

Liaison between the State and the organization’s legal and compliance teams, monitoring regulatory changes and supporting legislative engagement.

Organizational Chart Please refer to Exhibit 10.2 for the organization chart of the proposed account team, including names, titles, and reporting relationships.

Resumes Resumes for each proposed team member are included as Exhibits 10.3 - 10.7, and adhere to the three-page limit as required. Each resume includes academic background, relevant certifications, experience, understanding of the required processes, and three professional references.

Any future changes in assigned personnel will be communicated in writing and will require the State’s prior written approval in accordance with Solicitation requirements.

J. Subcontractors If the bidder intends to subcontract any part of its performance hereunder, the bidder should provide:

Rightway utilizes the following subcontractors and partners:

a) name, address, and telephone number of the subcontractor(s),

b) specific tasks/types of services provided for each subcontractor(s),

c) number of years the Bidder’s company has utilized the subcontractor,

d) contractual relationship between subcontractor and Bidder’s company,

e) indication of general financial model such as shared savings, PMPM, fee for service, etc.,

f) percentage of performance hours intended for each subcontract; and

g) total percentage of subcontractor(s) performance hours.

Confirm that, if awarded a contract with the State, you will agree in the contract to notify the State of changes to this subcontractor list throughout the term of any awarded contract and that the State will have the ability to pre-approve any subcontractor that provides services directly to the State or its members.

Rightway utilizes the following subcontractors and partners:

● Walgreens Mail Order & Specialty Pharmacy:

○ Location: Walgreens mail pharmacy fulfillment is provided through Walgreens Mail

Service pharmacy located in Tempe, Arizona. Walgreens also has physical locations in Frisco, Texas, and a network of 8,500 retail pharmacies nationwide. Walgreens Central Specialty Pharmacy is located in Pittsburgh, PA. Walgreens also has 275 full-service community-based specialty pharmacies.

○ Services Provided: Provides mail-order and specialty pharmacy services. Rightway PBM members with employers utilizing Walgreens can access mail-order and pharmacy orders within the Walgreens application. Walgreens has been a contracted partner for mail and specialty fulfillment; the exact length of the relationship is not specified.

Pg. 08 Rightway manages the member experience and oversees quality standards for specialty pharmacy services.

○ Number of years the Bidder’s company has utilized the subcontractor: Two years

● Mark Cuban Cost Plus Pharmacies:

○ Location: Dallas, TX

○ Services Provided: Delivers 'cost plus' pricing at both home delivery and a curated retail network (~5,000 locations).

○ Number of years the Bidder’s company has utilized the subcontractor: One year

● Graphcom:

○ Location: Gettysburg, PA

○ Services Provided: Acts as a print fulfillment vendor.

● Transperfect Remote Interpreting:

○ Location: New York, NY

○ Services Provided: Language translation services for the call center.

○ Number of years the Bidder’s company has utilized the subcontractor: Five years

● AWS (Amazon Web Services):

○ Location: Seattle, WA

○ Services Provided: Hosts databases and runs the Rightway app, storing PHI data.

○ Number of years the Bidder’s company has utilized the subcontractor: Eight years

● Metabase:

○ Location: San Francisco, CA

○ Services Provided: Business intelligence tool for creating charts and dashboards using various databases and data sources.

● Prescient Holding Group (PHG):

○ Location: San Diego, CA

○ Services Provided: Functions as a rebate aggregator for rebate contracting (cost of goods).

Pg. 09

● Aptible:

○ Location: San Francisco, CA

○ Services Provided: Hosts AWS database backups in the cloud and provides HIPAA-compliant audit trails.

● Daysmart:

○ Location: Ann Arbor, MI

○ Services Provided: Appointment scheduling application for members to book pharmacy prescription reviews and consultations.

Contractual Relationship Between Subcontractor and Bidder’s Company:

We maintain formal service agreements with all of our vendors, including any subcontractors, which clearly define the scope of services, responsibilities, and terms governing the relationship between each subcontractor and our company. These agreements are structured to ensure service quality, accountability, and alignment with our overall performance obligations.

At present, subcontractor assignments are not designated on a client-specific basis. However, should the contract between Rightway and the State require explicit identification or attestation of subcontractor roles, we will fully comply. We are prepared to obtain all necessary acknowledgements and documentation from each subcontractor in accordance with the State’s requirements to ensure transparency and adherence to contractual obligations.

General Financial Model:

Our subcontracting arrangements are structured to support the program's overall goals and are integrated into our broader service delivery model. While we do not disclose proprietary financial details, we are committed to transparency and accountability in how subcontractors are engaged. If requested, we are prepared to work collaboratively with the State to establish appropriate reporting parameters or provide additional detail that aligns with the State’s expectations. We welcome the opportunity to further address this during the finalist stage to ensure that all subcontractor roles and financial arrangements are clearly understood and documented in a manner that meets the program’s oversight and compliance requirements.

Percentage of Performance Hours Intended for Each Subcontract and Total Percentage of Subcontractor(s) Performance Hours:

At this time, we do not track the percentage of performance hours allocated to each subcontractor in a manner that allows for precise quantification. Our subcontractors are fully integrated into our service delivery model and are engaged flexibly to meet clinical and operational needs as they arise. As such, their contributions are not segmented by predefined percentages of performance hours.

However, we understand the importance of transparency and accountability in subcontractor engagement. If required, we are prepared to work collaboratively with the State to establish appropriate reporting parameters or provide additional detail that aligns with the State’s expectations. This can be addressed further during the finalist stage, ensuring that all subcontractor contributions are clearly understood and documented.

Pg. 010 Changes to Subcontractor List

Rightway agrees to include in the contract to notify the State of changes to this subcontractor list throughout the term of any awarded contract. Rightway cannot agree to State pre-approval of subcontractors as Rightway uses the same subcontractors for its book of business.

K. Pending Litigation The bidder will state whether there is any concluded or pending litigation against the Bidder or Bidder’s affiliates, subsidiaries, employees related to a contract engagement; and if such litigation exists, an attached opinion of counsel as to whether the pending litigation will impair the firm’s performance in a contract under this RFP.

No one has taken past or pending litigation against Rightway.

L. Bankruptcy The Bidder will state whether, in the last ten years, Bidder or any of its affiliates or subcontractors has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors; and if so, an explanation providing relevant details.

Rightway nor any of its affiliates has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors, nor to its knowledge have any of its current subcontractors.

M. Financial Ratings Indicate the most recent Financial Rating, Financial Rating Modifiers and the Financial Rating Effective Date you have received by the following organizations. Indicate all changes that have occurred in the last 12 months for each of these ratings.

a. A.M. Best

b. Standard & Poor’s

c. Moody’s

d. Fitch

The Bidder should indicate if its rating has changed within the past 12 months for any of the rating agencies.

Not applicable. As a private organization, Rightway is not financially rated. Should the time come when we are financially rated, any changes will be disclosed to the State.

n. Other Major Changes The Bidder should indicate any staff relocations, computer system changes/upgrades, program changes, or telephone system changes in process at this time or proposed within the next 12-24 months.

Rightway is not currently in the process of any staff relocations, system changes/upgrades, program changes, or telephone system changes within the next 12-24 months.

Rightway is continually investing in the enhancement of the features and functionality of our platform, with roadmap enhancements planned and released on a quarterly basis to ensure alignment with market trends and provide value to our clients.

II. TERMS AND CONDITIONS

Accept All Terms and Conditions

Within Section as

Written (Initial)

Exceptions Taken to

Terms and Conditions

Within Section as

Written (Initial)

Exceptions:

(Bidder must note the specific clause, including section reference, to which an exception has been taken, an explanation of why the bidder took exception to the clause, and provide alternative language to the specific clause within the solicitation response.)

LMM Section J BREACH, last sentence.

Rightway takes exception to the following provision. Rightway cannot be financially responsible for funding State’s pharmacy claim cost therefore needs assurance of full and timely payment of all claims invoices. Rightway has proposed language, but is open to reconsideration upon State clarification as to what Rightway’s statutory remedies would be.

Original Language: The State’s failure to make payment shall not be a breach, and the Vendor shall retain all available statutory remedies.

Proposed Revised Language: The State’s failure to make payment shall be a breach, and the Vendor shall retain all available statutory remedies including the ability to suspend services.

LMM Section T TERMINATION, last sentence.

Rightway takes exception to the following provision. Rightway’s financial risk associated with guarantees offered under this bid are underwritten assuming complete 12 month contract years. The full 12 months is required in order for seasonal claim utilization patterns to be normalized as well as allow adequate time for Rightway programs included in this bid to be enforced.

Original Language: Any early termination provision contained in the vendor’s contract cannot be tied to financial provisions or penalties.

Proposed Revised Language: Any early termination provision contained in the vendor’s contract cannot be tied to financial provisions or penalties, except for financial guarantees that require a complete contract year in order to reconcile and therefore will be forfeited by the State.

III. VENDOR DUTIES

Terms and Conditions

Within Section as

Written (Initial)

Exceptions Taken to

Terms and Conditions

Within Section as

Written (Initial)

Exceptions:

(Bidder must note the specific clause, including section reference, to which an exception has been taken, an explanation of why the bidder took exception to the clause, and provide alternative language to the specific clause within the solicitation response.)

LMM Section A INDEPENDENT VENDOR / OBLIGATIONS, 7TH paragraph, second sentence.

Rightway takes exception to the following provision. Rightway does not think that our use of vendors meets the level required for this clause to be applicable based on the fact that Rightway contracts with its vendors to enable Rightway to provide its pharmacy benefit services to all of its clients and retains both a direct relationship with its clients and direct interaction with its clients as well as accepts full responsibility for performance of the pharmacy benefit management services including financial risk thereof.

Original Language: The Vendor shall agree that it will not utilize any subcontractors not specifically included in its solicitation response in the performance of the contract without the prior written authorization of the State.

Proposed Revised Language: The Vendor shall agree that it will not utilize a subcontractor in a similar capacity or specific to the State solely that was not specifically included in its solicitation response in the performance of the contract without the prior written authorization of the State.

LMM Section G PRICES, first sentence.

Rightway takes exception to the following provision. Rightway’s mail and specialty pharmacies may charge State’s members for standard shipping.

Original Language: Prices quoted shall be net, including transportation and delivery charges fully prepaid by the bidder, F.O.B. destination named in the Solicitation. No additional charges will be allowed for packing, packages, or partial delivery costs.

Proposed Revised Language: Prices quoted shall be net, including transportation and delivery charges to the State fully prepaid by the bidder, F.O.B. destination named in the Solicitation. No additional charges to the State will be allowed for packing, packages, or partial delivery costs.

LMM Section J INSURANCE REQUIREMENTS, 2 COMMERCIAL GENERAL

LIABILITY INSURANCE AND COMMERCIAL AUTOMOBILE LIABILITY

INSURANCE

Rightway takes exception to the following required insurance coverage per reasoning provided below.

1. Products/Completed Operations Aggregate – Rightway does not carry coverage for products/completed operations as it is not applicable to pharmacy benefit services.

2. Include All Owned, Hired & Non-Owned Automobile liability – Rightway’s policy does not include “owned” automobiles as we do not own a fleet of cars for use by employees.

3. UMBRELLA/EXCESS LIABILITY – Rightway currently carries umbrella liability coverage of $4M per occurrence and in aggregate.

4. Professional liability (Medical Malpractice) – Rightway does not carry medical malpractice insurance as we are not a healthcare provider.

However, we do carry Professional Liability (Errors & Omissions) of $5M per claim and $10M in aggregate which substantially exceeds your requirements as it is applicable to pharmacy benefit management services

IV. PAYMENT

Terms and Conditions

Within Section as

Written (Initial)

Exceptions Taken to

Terms and Conditions

Within Section as

Written (Initial)

Exceptions:

(Bidder must note the specific clause, including section reference, to which an exception has been taken, an explanation of why the bidder took exception to the clause, and provide alternative language to the specific clause within the solicitation response.)

LMM Section C INVOICES, last sentence.

Rightway takes exception to the following provision. Rightway is responsible for paying pharmacies for the State’s incurred claim costs promptly per state and contract law, therefore Rightway requires payment from the State within 5 business days of receipt of invoice. Rightway can accept Net 30 days payment terms for its fees.

Original Language: The State shall have forty-five (45) calendar days to pay after a valid and accurate invoice is received by the State.

Proposed Revised Language: The State shall have five (5) Business Days to pay Rightway after invoice for Claim costs is received by the State and thirty (30) calendar days to pay Rightway after invoice for fees is received by the State.

LMM Section H RIGHT TO AUDIT, third sentence.

Rightway takes exception to the following provision. Rightway agrees to allow the State audit rights for up to 3 years post termination of the agreement as outlined in the State’s technical questionnaire.

Original Language: The State may audit, and the Vendor shall maintain, the Information during the term of the contract and for a period of five (5) years after the completion of this contract or until all issues or litigation are resolved, whichever is later.

Proposed Revised Language: The State may audit, and the Vendor shall maintain, the Information during the term of the contract and for a period of three

(3) years after the completion of this contract or until all issues or litigation are resolved, whichever is later.

LMM Section H RIGHT TO AUDIT, second paragraph, second sentence.

Rightway takes exception to the following provision. Since auditor is a vendor of the State and State is asking Rightway to reimburse them for costs negotiated by the State, Rightway must have ability to validate that audit costs are reasonable.

Proposed Revised Language: If a previously undisclosed overpayment exceeds one (1) % of the total contract billings, or if fraud, material misrepresentations, or non-performance is discovered on the part of the Vendor, the Vendor shall reimburse the State for the total costs of the audit; provided that audit costs are deemed reasonable by Rightway and documentation for audit costs has been provided to Rightway in prior to audit commencement.

ATTACHMENT C - CONFIRMATIONS & QUESTIONNAIRE Bidder: Rightway

SOLICITATION NUMBER - 122436 O5

Instructions for Completing this Questionnaire Workbook

• Provide succinct yet informative responses.

• Bidder should complete all questions in this Questionnaire.

Bidder:

Rightway

Vendor Response

A. GENERAL Response (Confirmed/Not Confirmed) A.1

PBM agrees the State has the right to terminate the contract for any reason without penalty of any kind upon ninety (90) days-notice. The State will receive all rebates accrued during the tenure of the contract.

Confirmed.

A.2 PBM agrees the State reserves the right to audit the State’s PBM claim records, and any other financial records as they pertain to the pharmacy benefit program, whenever the State deems it appropriate, using whatever methodology and vendor they choose. Such claim audits may be performed by the State’s personnel or by outside auditors selected by the State.

Confirmed.

A.3

PBM agrees if selected as a finalist, to provide a signature ready contract and that your responses to the RFP, including all attachments, will be included as an attachment to the contract. The State reserves the right to negotiate additional changes to the final contract.

Confirmed. Rightway agrees that, if selected as a finalist, we will provide a signature-ready contract within 20 business days of written notice of finalist selection. We also agree that all responses to the RFP, including attachments, may be included as part of the final contract documentation. We understand and acknowledge that the State reserves the right to negotiate additional changes to the final contract. All commitments made in our proposal will be subject to mutual review and agreement to ensure alignment with the

State’s requirements and expectations during the contract negotiation process.

A.4 PBM agrees it shall provide a fully pass-through network, meaning it will bill the State the same as it reimburses network pharmacies for retail, mail order, and specialty drug claims. The PBM shall also pass-through 100% of Rebates to the State. All business practices, processes, and sources of revenue must be fully disclosed upon request.

Confirmed.

A.5 PBM agrees the State reserves the right to carve-out specialty and mail order drug fulfillment and/or utilization management if it determines it is financially advantageous to do so.

Confirmed.

ATTACHMENT C - CONFIRMATIONS & QUESTIONNAIRE

SOLICITATION NUMBER - 122436 O5

All Bidders must comply with the following conditions regarding the RFP. Confirm your capability to meet each of the following with a response of Confirmed or Not Confirmed. If your response varies by the plan option(s) you are quoting, please explain. If a Bidder takes exception to any of these confirmations, it must be clearly noted. These confirmations will also explicitly apply to any subcontractors used.

Confirmations

A.6

PBM agrees to develop a member satisfaction survey approved by the State to be sent to each plan member, conduct the survey, and collect and report respondent results on an annual basis at no additional cost to the State.

Confirmed. Rightway standardly utilizes Net

Promoter Score to gauge member satisfaction and has maintained a 70+ NPS in member satisfaction, resulting in consistently positive feedback. Rightway is happy to work with the

State to develop a unique program as needed.

A.7 PBM agrees to provide easy-to-access management reports approved by the

State in Excel or in a format that can be exported to Excel at least quarterly and as otherwise requested by the State.

Confirmed.

A.8 PBM agrees to abide by all Federal and State laws and requirements throughout the contract term.

Confirmed.

A.9 PBM will not render or administer services off-shore, and all work performed will be in the contiguous United States.

Confirmed.

B. CONTRACT DEFINITIONS Response (Confirmed/Not Confirmed) B.1 Contract Definitions

a. AWP (Average Wholesale Price) –The actual reported "AWP" from Medi-

Span for the specific NDC-11 on the Day of Service for all channels (i.e., Retail, Mail, and Specialty). Claims will not use an average AWP or pre-settlement

AWP, nor will the AWP be externally calculated, altered, or adjusted. Claims at

Mail and Specialty pharmacies will use the AWP of the actual package size and

NDC-11 used to dispense (not the package size of the prescription dispensed or alternative package sizes).

Confirmed.

b. Brand Drug - For adjudication purposes, a drug that is approved by the

U.S. Food and Drug Administration (FDA) and is distributed under an FDA

Application Type of new drug application (NDA) or biologic license application

(BLA), and which is not an Authorized Generic and which is not a House

Generic. In instances where the Brand or Generic status of a drug, as determined by the Contractor relying on an independent published source, differs from this definition, the Contractor may rely on its standard drug classification system for operational purposes of claim adjudication. All Brand

Pricing Guarantees will be reconciled based on Medi-Span multi-source code field M, N, or O, excluding House Generics, as defined herein, and shall mean drugs or devices for which the Medi-Span Multisource Code field contains “M”

(co-branded product), or “N” (single source brand), or “O” (originator).