4-Exhibit A- Terms and Conditions.pdf

Exhibit A

10801 6th Street Rancho Cucamonga, CA 91730

Terms and Conditions

NOTE: BIDDERS ARE RESPONSIBLE TO READ ALL INFORMATION THAT

IS STATED IN THIS DOCUMENT

TABLE OF CONTENTS

A. INSTRUCTIONS AND CONDITIONS

1. Bidder Instructions

2. Definitions

3. Preparation of Responses

4. Inquiries by Bidders

5. Modifications/Amendment

6. Cancellation or Modification of Procurement

7. Withdrawal of Bids

8. Submitting Proposals

9. Evaluation Process

10. Proposal Selection and Contract Negotiations

11. HIPAA Business Associate Agreement (if applicable)

B. ATTACHMENTS

Attachment A: Principal Certification Binding Bidder’s Response Attachment B: Certification of Non-Debarment Attachment C: Non-Collusion Declaration Attachment D: Local Preference Affidavit Attachment E: Contractor’s Certificate Regarding Workers’ Compensation

1. Bidder Instructions

a. Bonfire is a third-party web-based e-Procurement service provider utilized by IEHP for solicitations. Registering takes just a few minutes and is completely free.

For future bidding, opportunities please also register online at http://iehp.bonfirehub.com.

b. Format – Use the electronic format provided by http://iehp.bonfirehub.com. If submitting more than one bid, separate the bid documents.

c. Return of Bid/Closing Date/Return – All proposals shall be submitted electronically to http://iehp.bonfirehub.com no later than 2:00 p.m. Pacific Time (PT) on the closing date listed in the Timeline Section of the Request for Proposal, unless otherwise stated in the Request for Proposal. Bid responses not received by IEHP Procurement on or before the closing date and time will not be accepted.

IEHP will not be responsible for, and will not accept, late bids due to slow internet connection, or incomplete transmissions. If the Bidder cannot upload the bid response to the http://iehp.bonfirehub.com website, delivery of the bid response is accepted at Inland Empire Health Plan, 10801 Sixth Street, Rancho Cucamonga, CA 91730, by 2:00 p.m. on or before the bid closing date and time.

d. Pricing/Delivery/Terms/Tax – All pricing shall be quoted F.O.B. Destination, (e.g., cash terms less than 20 days should be considered net) excluding applicable tax, which is a separate line item. IEHP reserves the right to designate method of freight. IEHP is exempt from Federal Excise tax but pays California Sales Tax. In the event of an extension error, the unit price shall prevail.

e. Other Terms and Conditions – The terms and conditions as indicated in this document and/or attached are hereby included with full force and like effect as if set forth herein.

f. Period of Firm Pricing – unless stated otherwise elsewhere in this document, prices shall be firm for 120 days after the closing date, and prior to an award being made. IEHP reserves the right to ask for an extension of firm pricing if conducting active proposal evaluations.

g. Specification/Changes – Whenever brand names are used, the words "or equal" shall be considered to appear and be a part of the specification. If quoting another make or model, state this and replace IEHP’s nomenclature with that which you are proposing. If no make or model is stipulated, insert yours. Attach applicable specifications and/or brochures. Variations in manufacturers, design, etc., may be acceptable. Bidders are encouraged to offer alternatives. However, IEHP reserves the right to reject those alternatives as nonresponsive.

h. Recycled Material – Wherever possible, IEHP is looking for items made from, or containing in part, recycled material. Bidders are encouraged to bid items containing recycled material as an alternative for the items specified. However, IEHP reserves the right to reject those alternatives as nonresponsive.

i. Bidders must submit their questions online at http://iehp.bonfirehub.com and must be in written format. All responses to Bidder’s questions will be posted online at http://iehp.bonfirehub.com

2. Definitions

a. As used herein, “Addendum” refers to an amendment or modification to the Request for Proposal (RFP).

b. As used herein, “ARMC” means “Arrowhead Regional Medical Center”

c. As used herein “Bid” refers to the proposal submitted by a Bidder on the Bid Form consistent with the Instructions to Bidders, to complete the Work for a specified sum of money and within a specified period.

d. As used herein, “Bidder” refers to an individual, firm, partnership or corporation that submits a qualified Bid for the Work, either directly or through a duly authorized representative.

e. As used herein “Board” refers to IEHP’s Governing Board.

f. As used herein, “CCA” means “Covered California”

g. As used herein, “Contractor” refers to any employee, agent, or representative of the contract company used in conjunction with the performance of the contract.

For the purposes of this RFP, Contractor, Vendor, Bidder and Respondent are used interchangeably.

h. As used herein, “DHCS” means California’s “Department of Health Care Services.”

i. As used herein, "FDR” means “First-Tier, Downstream and Related Entities”

j. As used herein, “HFP” means “Healthy Families Program”.

k. As used herein, “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-91, enacted August 21, 1996, and the regulations promulgated thereto.

l. As used herein, “HITECH” means the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, Public Law 111-5, enacted February 17, 2009.

m. As used herein, “IEHP” means “Inland Empire Health Plan”.

n. As used herein, “IPA” means “Independent Practice Associations”.

o. As used herein, “JPA” means “Joint Powers Agency” specifically for the counties of San Bernardino and Riverside.

p. As used herein, “MQs” refers to minimum qualifications.

q. As used herein, “RUHS” means “Riverside University Health System”

r. As used herein, “RFP” means “Request for Proposal”.

s. As used herein, “PT” means “Pacific Time”

3. Preparation of Responses

Before submitting a Proposal, each Bidder is expected to thoroughly examine the specifications in the solicitation, and all other related contractual documents included in this RFP, including subsequent amendments to the RFP. Failure to do so will be at the Bidder’s risk and may bar the Bidder’s performance if a contract is awarded pursuant to this RFP.

Each Bidder shall review and complete all Required Documents according to their instructions and submit them as part of the Proposal.

Each Bidder must be satisfied by personal examination and by such other means as it may prefer, as to the actual conditions and requirements under which the contract will be performed.

4. Inquiries by Bidders

Requests for explanation must be submitted via the http://iehp.bonfirehub.com website by the time designated in the RFP Timeline Section under “Bidder’s Questions Due.” The Procurement Agent, or duly authorized personnel, will post a response to the inquiries via the Bonfire website.

5. Modifications/Amendments

All proposals must be submitted in accordance with the standards and specifications contained within this RFP.

Modification of Proposals – any Bidder who wishes to make modifications to a proposal delivered and received by IEHP before the RFP submittal deadline must withdraw his/her proposal in order to make the modifications. All modifications must be made in ink, properly initialed by Bidder’s authorized representative, executed, and submitted in accordance with the terms and conditions of this solicitation.

Modifications are allowed at any time up to the RFP submittal deadline on the Bonfire website. It is the responsibility of the Bidder to ensure that modified proposals are resubmitted before the RFP submittal deadline.

Bidders are advised that IEHP reserves the right to amend the requirements of this RFP prior to the date set for opening of bids, including, but not limited to, extending the RFP submittal deadline. Such revisions will be formally incorporated into the RFP document via written addendum published on the Bonfire website.

6. Cancellation or Modification of Procurement

a. IEHP reserves the right to modify or terminate the solicitation process at any time.

IEHP may amend or modify the project scope of services prior to the award of contract, as necessity may dictate, reject any and all Proposals submitted (and rebid, if necessary), accept any or all Proposals submitted, negotiate with any qualified source, or cancel, in part or in its entirety, this RFP if it is in the best interest of IEHP, at its sole discretion.

b. The procurement process may be canceled after opening, but prior to award if IEHP determines that cancellation is in the best interest of IEHP for reasons, including, but not limited to:

1. Inadequate, ambiguous, or otherwise deficient specifications.

2. The services are no longer required.

3. Proposals received are at an unreasonable cost.

4. Proposal did not arrive in open competition, were collusive, or not submitted in good faith.

5. IEHP determines, after analysis of the proposals that its needs can be satisfied through a less expensive method.

c. All Proposals will become the property of IEHP, and all such information submitted in connection to this RFP becomes public record and may be disclosed through the Public Records Act. IEHP may keep submissions and negotiations confidential until the Governing Board approves the final contract and/or a Purchase Order contract is issued. Proposals may contain financial statements or other information which constitute a trade secret. In order to protect such data from disclosure, please identify the pages by clearly marking the applicable pages as confidential. Please note, disclosure of such data considered confidential by Bidder will only be withheld to the extent that IEHP determines that disclosure is improper under applicable law. It is important to further note that California law weighs heavily in favor of disclosing records submitted through an RFP process. IEHP assumes no responsibility for disclosure or use of unmarked data for any purpose.

d. This solicitation does not commit IEHP to award a contract or to pay any costs incurred in the preparation of a proposal in response to this request. IEHP reserves the right to accept or reject any or all proposals received because of this request, to negotiate with any qualified source or to cancel in part or in its entirety this Request of Proposal if it is in the best interest of IEHP.

7. Withdrawal of Bids

Bidders may withdraw their proposals at any time prior to the due date and time by submitting notification of withdrawal signed by the Bidder’s authorized agent.

Proposals cannot be changed or modified after the date and time designated for receipt.

8. Submitting Proposals

a. Late proposals will not be accepted. Postmarks or the inability to submit the proposal on the Bonfire website will not be accepted in lieu of this requirement.

Proposals submitted to any other IEHP office will be rejected.

b. If Bidder cannot upload their proposal on Bonfire, Bidder is to submit the proposal to IEHP’s Corporate Offices at 10801 6th Street, Rancho Cucamonga, CA 91730. The proposal must be signed by an authorized agent and placed in a sealed package marked “Bidder Proposal,” and clearly marked with the RFP’s designated bid number.

c. Binder capacity should be a minimum of 2” (two inches) in a 3-ring binder to allow for ease of referencing various sections. (Small binders that are overstuffed or difficult to open may count against the Bidder).

d. Proposals must be typed uniformly on letter size (8 ½” x 11”) sheets of white paper, single sided or double sided, each section clearly titled, with index dividers for each of the required documents listed in the RFP, and each page clearly and consecutively numbered. Proposals must be clean and suitable for copying. Proposals must be specific unto themselves. For example, “See Enclosed Manual” will not be considered an acceptable proposal. Receipt of all addenda, if any, must be signed and included in the proposal.

e. The proposal shall be concise and to the point. A letter format in sufficient detail to allow thorough evaluation and analysis is required.

f. All work papers prepared in connection with the contractual services will remain the property of the successful Bidder. However, all reports rendered to IEHP are the exclusive property of IEHP and subject to its use and control. IEHP will follow the California Public Records Act.

9. Evaluation Process

a. Proposals will be evaluated based on criteria determined to be appropriate by IEHP, which may include, but not necessarily limited to the following (in no particular order of precedence):

1) Overall cost to IEHP. In no event will IEHP be limited to selecting a successful Bidder based solely upon total cost submitted. (Scored)

2) Bidder’s financial strength. (Pass/Fail)

3) Bidder’s corporate functional capabilities. (Scored)

4) Bidder’s responsiveness to the RFP. (Pass/Fail)

5) References with demonstrated success with similar work to the Scope of Service. (Pass/Fail)

6) Contract Terms (Clarifications, Exceptions or Deviations). (Pass/Fail)

7) Technical capability and project methodology. (Scored)

8) IEHP may provide special consideration with all vendors located within either Riverside or San Bernardino counties.

9) The quantity and locations of facilities. (If applicable) (Scored)

10) Company Hierarchy/Organizational Chart (if applicable) (Scored)

11) Credentials/Certifications/Licenses Document (if applicable) (Scored)

12) Account Management Narrative (if applicable) (Scored)

13) Samples submitted. (If applicable) (Pass/Fail)

14) Any other factors IEHP determines to be appropriate.

b. The following required documents will be assessed on a pass/fail basis to indicate the Bidder’s responsiveness to the RFP. However, these documents are not the only criteria used to determine overall responsiveness. Failure to provide any of the required documents may lead to Bidder’s disqualification from the RFP process, at IEHP’s sole discretion.

1) Principal Certification Binding Bidder’s Response (IEHP-provided form)

2) Certification of Non-Debarment (IEHP-provided form)

3) Non-Collusion Declaration (IEHP-provided form)

4) Local Preference Affidavit (If applicable – IEHP-provided form)

5) Contractor’s Certificate Regarding Workers’ Compensation (IEHP-Provided form)

6) Acknowledgment of Non-Negotiable Contract Terms (IEHP-Provided form)

7) Company W-9 Form listing company’s Tax Identification Number (TIN)

8) Evidence of Insurability (ACORD Certificate of Insurance)

9) Business License(s)

10) Bidder’s DUNS Number

11) Proof of Registration: Documentation verifying corporate registration with the California Secretary of State or if not a corporation, proof of tax registration with the California Franchise Tax Board.

12) Policy and Procedures document detailing Bidder’s background checking procedures and the name of any external company utilized to perform this service.

13) Pricing Narrative

14) Redacted Pricing Narrative

15) List of three (3) contracts of similar value awarded to your company in the past three (3) years. Include the year, type of services, dollar amounts, services provided, location, contracting company, contact name, and phone number.

All proposals will be given thorough review. All contact during the bidding process and review selection phase must be through IEHP’s Procurement Department.

Attempts by the Bidder to contact any other IEHP representative may result in disqualification of the Bidder.

Other than information publicly presented by IEHP, all evaluation material may be considered confidential and not released. IEHP reserves the right to split or make the award that is most advantageous to IEHP.

10. Proposal Selection and Contract Negotiations

a. If a proposal is accepted, IEHP will enter into a contractual agreement with the selected Bidder. Bidder shall review IEHP’s Standard Required Contract Terms, attached hereto as Exhibit A, and will be deemed to have agreed to the terms and conditions therein unless Bidder identifies an objection, and lists such objection Question Set 1 of the Company Profile and Evaluation Criteria Questionnaire located in Bonfire. Should IEHP agree to a change of the contractual language, it shall do so in writing prior to the execution of the agreement. If an agreement cannot be reached, negotiations with the second ranking Bidder shall commence.

b. The award will be made, in whole or in part, to the responsive, responsible Bidder whose Proposal is most advantageous to IEHP; price, delivery, and other factors considered. IEHP recognizes that prices are only one of several criteria to be used in judging an offer and IEHP is not legally bound to accept the lowest offer.

c. IEHP reserves and may, in its sole discretion, exercise any one or more of the following rights and options with respect to proposal selection:

1) To issue a notice of intent to contract and/or execute a contract for any or all of the items in any proposal, in whole or in part, as IEHP, in its sole discretion, determines to be in IEHP’s best interest;

2) To discontinue negotiations with any applicant at any time prior to the execution of a final contract, whether or not a notice of intent to contract has been issued to the applicant, and to enter into negotiations with any other applicant, if IEHP, in its sole discretion, determines it is in the best interest of IEHP to do so;

3) To rescind, at any time prior to the execution of a final contract, any notice of intent to contract issued to an applicant, and to issue or not issue a notice of intent to contract to the same or a different applicant and enter into negotiations with that applicant, if IEHP, in its sole discretion, determines it is in the best interest of IEHP to do so;

4) To elect not to enter into any contract with any applicant, whether or not a notice of intent to contract has been issued and with or without reissuing the notice of contract opportunity, if IEHP determines that it is in IEHP’s best interest to do so;

5) To reject any or all offers, to waive any discrepancy, any irregularity, or technicality which IEHP deems reasonably correctable or otherwise not warranting rejection of the proposal;

6) To split or make the award in any manner determined by IEHP to be most advantageous to IEHP.

Note: Some contracts are subject to IEHP Board approval

11. HIPAA Business Associate Agreement (If applicable)

If activities or services of Bidder arising from this RFP require Bidder to receive, maintain or transmit any protected health information, the Bidder shall enter into a HIPAA Business Associate Agreement (“HIPAA BAA”) with IEHP to warrant that the Bidder will comply with HIPAA, HITECH, and the laws and regulations promulgated thereto, as a Business Associate of IEHP. Bidder shall review the terms of the HIPAA BAA, attached as Attachment D to the sample Professional Services Agreement, if applicable, and will be deemed to have agreed to the terms and conditions therein unless Bidder identifies an objection, and lists such objection in Question Set 1 of the Company Profile and Evaluation Criteria Questionnaire located in Bonfire.

ATTACHMENTS

Attachment A: PRINCIPAL CERTIFICATION BINDING BIDDER’S RESPONSE

CERTIFICATION

I, , a duly authorized agent of, Printed Name of Agent/Officer Name of Organization hereby certify that by submission of this proposal Name of Organization in response to RFP RFP Number and Title agree upon contract award to carry out the requirements specified, and obligations set forth therein.

Signature: Date:

Title of Agent/Officer:

"Execution hereof is certification that the undersigned has read and understands the terms and conditions hereof, and that the undersigned's principal is fully bound and committed."

ATTACHMENT B: CERTIFICATION OF NON-DEBARMENT

CERTIFICATION

As an authorized representative of my Firm/Company/Sole Proprietorship, I hereby attest that my Firm/Company/Sole Proprietorship is not excluded, ineligible, or terminated from participation in State or Federal health care programs and does not appear on any of the following lists:

a. The Department of Health & Human Services (DHHS), Office of Inspector General (OIG), and List of Excluded Individuals and Entities (LEIE). Please visit https://exclusions.oig.hhs.gov.

b. General Services Administration (GSA), and the System for Award Management (SAM.gov). Please visit https://www.sam.gov.

c. California Department of Health Care Services (DHCS), and Medi-Cal Suspended and Ineligible Provider List (S&I List). Please visit https://mcweb.apps.prd.cammis.medi-cal.ca.gov/references/sandi.

d. Medicare Opt-Out List. Please visit https://data.cms.gov/tools/provider-opt-out-affidavits-look-up-tool.

I further attest that if selected, my Firm/Company/Sole Proprietorship will conduct regulatory sanction and exclusion screenings of subcontracted entities prior to engagement with said entities and monthly thereafter.

I understand that if my Firm/Company/Sole Proprietorship becomes excluded, ineligible, or terminated from participation in State and Federal health care programs, any contracts held with IEHP will be subject to immediate termination for cause.

RFP Name/Number:

Signature: Date:

Title of Agent/Officer:

"Execution hereof is certification that the undersigned has read and understands the terms and conditions hereof, and that the undersigned's principal is fully bound and committed."

Attachment C: Non-Collusion Declaration

NON-COLLUSION DECLARATION

TO BE EXECUTED BY BIDDER AND SUBMITTED WITH QUOTATION/PROPOSAL

The undersigned declares:

I am the of , the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on:

[date], at [city], [state].

Signature Date

ATTACHMENT D: LOCAL PREFERENCE AFFIDAVIT

Local Business Qualification Affidavit

Inland Empire Health Plan (IEHP) has adopted a local preference program to be used when evaluating quotations submitted from firms or individuals engaged in “for profit” business activities paid for in “whole” or “in part” out of IEHP General Funds. The IEHP Local Business Preference of 5 points may be applied to a bidder’s bid submission if the bidder qualifies for this preference. Potential Bidders, please submit this form along with your bid response if claiming the preference.

Definition of a Local Business

A local business shall mean a business/firm with fixed offices located within the geographical boundaries of Riverside and San Bernardino Counties, authorized to perform business within these two counties, and in doing so, credit all sales tax from sales generated within Riverside or San Bernardino County. Vendors who provide product or perform contracted work using employees, of whom the majority are physically located in said local offices located within the County boundaries, might claim the Local Preference of 5 points.

“Local businesses” must have a Riverside or San Bernardino County business street address. Post office box numbers, residential addresses or unstaffed sales offices shall not suffice to establish status as a “local business”. To qualify as a “local business” the location must be open and staffed during normal business hours and the business must establish proof that it has been located and doing business in Riverside or San Bernardino County for at least (6) six months preceding its certification to IEHP as a local business.

Additional supporting documentation requested by IEHP to verify qualification includes:

1. A copy of a current BOE 531-A and/or BOE 530-C form: (State, Local & District Sales and Use Tax Return Form). Businesses submit this form to the State Board of Equalization when paying the sales tax to the State of California indicating the amount of their tax credits to each jurisdiction (i.e., Counties, Cities).

2. A current business license is required for the political jurisdiction the business is located.

3. Proof of the current business address: The local business needs to be operating from a functional office that operates and has staffing of the company’s employees, during normal business hours. A residential address will not suffice.

Scoring:

1. Each proposal will receive scoring for each category being evaluated as demonstrated below. The qualified local business will receive 5 points for “Local Preference” towards their overall score.

2. Example:

Criteria Possible

Score Bidder #1

(Local) Bidder #2

(Non-Local)

Overall Cost 95 95 95 Local Preference 5 5 0

Grand Total 100 100 95

Awarded

Bidder

Business name:

Physical address:

Phone: Cell: E-Mail:

Length of time at this location: Number of company employees at this address:

If less than 6 months, list previous location(s)

County location: Riverside San Bernardino

Business license # (where applicable): Hours of operation:

Primary function of this location (i.e., sales, distribution, production, corporate, etc):

Signature of Company Official/Title Date

ATTACHMENT E: CONTRACTOR’S CERTIFICATE REGARDING WORKERS’

COMPENSATION

Contractor’s Certificate Regarding Workers’ Compensation

I am aware of the provisions of § 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract.

Name of Bidder

Signature

Name

Title

Dated