CHP - compressed.pdf

NEBRASKA DEPARTMENT OF CORRECTIONAL SERVICES (NDCS/DCS)

HEALTHCARE INVOICE PROCESSING

TECHNICAL RESPONSE

RFP # 120174 O3

Due: January 22, 2025 | Submitted to:

Nebraska Department of Correctional Services Julie Schiltz, NDCS Assistant Materiel Administrator 801 W. Prospector Place, Bldg. #1 Lincoln, NE 68522 402-479-5718

Proposal Submitted by:

Correctional Health Partners, LLC Contact: Deb Goheen, CEO 1720 S. Bellaire St., Suite 700 Denver, CO 80222 720-612-6647 Direct 719-355-9606 Cell

Technical Proposal Table of Contents

• Contractual Agreement Form (Docusigned) 3

• Supplemental Information (signed) 4

• Work Plan 5

• Terms and Conditions – Section II 9

• Vendor Duties – Section III 21

• Payment – Section IV 34

• Project Overview – Section V 38

• Attachment A, Bidder Questionnaire 53

• Corporate Overview – Section VI (File 2 of 5)

• Appendix (File 3 of 5)

• Appendix A, Financial Statements

• Appendix B, Sample Reporting Package

• Appendix C, Insurance and Certificates

• Appendix D, Proposed Network Information (File 4 of 5)

• Cost Proposal (File 5 of 5)

NEBRASKA DEPARTMENT OF CORRECTIONAL SERVICES

SUPPLEMENTAL INFORMATION

SOLICITATION NUMBER 120174 O3

The Nebraska Department of Correctional Services (NDCS) is committed to the open and fair process for selection of contractual services; additionally, we are committed to upholding the laws of the State of Nebraska, the NDCS Code of Ethics and Conduct, and internal recommendations for improving best business practices.

Please complete the questions below and submit with your bid documents. Responding “yes” to any question will not disqualify you from consideration but may necessitate a follow-up information request.

Company Name: Correctional Health Partners, LLC

PO Box Address: N/A

Physical Address: 1720 S. Bellaire St., Suite 700

City/State/Zip: Denver, CO 80222

Phone Number: 719-612-6647 (CEO Direct line)

Name/Title of ContactDeb Goheen, CEO

YES NO

1. To your knowledge do you have any relatives, employees, contractors, sub-contractors, or a personal relationship with anyone who is currently employed by the Nebraska Department of Correctional Services?

X

If yes, who?

2. Has an employee of the Department of Correctional Services performed work for you under your current contract with the NDCS?

X

If yes, who, how long, and in what capacity?

3. Does an employee of the Department of Correctional Services (past or present) hold any corporate position in your company?

X

If yes, who and what position?

4. Incorporated companies, please provide the following information:

Name of Corporate Entity: ____N/A__________________________________________

Principle Office Address: _____N/A_________________________________________

Registered Agent and Office Address: __ N/A __________________________________

5. Non-Incorporated Companies please provide the following information:

Owner: _Jennifer Mix, Mike Ptasnik, Deb Goheen________________________

By my signature below, I attest that neither I, nor my company, nor any primary officer or employee in my company has a known conflict of interest with the Nebraska Department of Correctional Services.

____________________________January 21, 2025__________ Company President Signature Date

Corporate Overview (Section VI) is included in a separate document (File 2 of 5).

Summary of Bidder’s Proposed Personnel/Management Approach (VI.A.1i)

TPA Workplan (VI.A.2a)

CHP tailors our TPA services to the unique challenges and conditions of delivering healthcare services to incarcerated individuals in a correctional facility. CHP works to manage medically complicated populations within a fixed budget. Many of our staff have direct experience in serving and working in correctional systems. This makes us highly effective at working with providers and the leadership of the corrections system to improve the delivery of health care.

We manage the essential Third-Party Administrator functions using evidence-based clinical approaches and quality improvement techniques to directly and efficiently manage high cost, high frequency, and high-risk medical issues through a hands-on, site-based approach with particular expertise in the needs of the adult corrections system. By providing TPA services to correctional and mentally ill clients, all our resources are dedicated to serving this unique population. We inherently understand the differences in healthcare delivery services required to meet the needs of the incarcerated individuals, provide good stewardship of scarce taxpayer resources, and understand the needs of NDCS which differ from commercial insurance organizations. As a smaller, more adaptable company, we can provide individualized services to meet our clients’ unique needs and maximize value. We have held all our TPA contracts for many years and take pride in receiving high praise for client satisfaction from all.

Eligibility or Enrollment Files: Our clients send regular electronic eligibility files which CHP routinely loads into our Managed Care System (MCS) and claims transaction system (PCM) to keep those systems updated and accurate.

Enrollment data can come in a CMS 834 file format or in a flat file format. Incarcerated individuals are assigned to a correctional facility as a proxy for the primary care provider. By using this designation in the eligibility file, the correctional facility assignment is populated, individual movement is tracked and summary reporting by facility is accomplished. Each assignment has effective from and through dates (spans) to enable proper assignment of claims and reporting to a facility. A full history of these assignments is maintained just as with eligibility.

CHP has the capability of managing electronic eligibility information provided directly by the client and assist in developing the mechanisms and file formats for delivering this information.

We have substantial internal capability to map unique data elements such as individual’s movement between facilities into eligibility records for tracking and reporting. Daily or weekly eligibility file loads present no challenge to CHP’s capabilities. The following represents CHP’s conceptualization of the DOC eligibility file transfer, load, and management process:

NDCS Patient Eligibility CHP has the capability to accept data feeds from our clients in many different electronic formats. We can feed electronic eligibility directly into our system. Our program stores current and historical eligibility information for clients, including movement from facility to facility and at a frequency determined during project implementation (daily / weekly). At minimum, our operational data store established for NDCS will house and maintain this information for 7 years, compliant with laws governing claims administration for the state of Nebraska.

CHP maintains an operational data store and message-based integration framework that detects changes to incoming eligibility record data based on unique key fields such as the patient ID number. When CHP receives the eligibility files, our system can process and detect changes within minutes of downloading and consuming the file. The changes that are detected (new, changed, terminated) are messaged to PLEXIS, and the eligibility data is updated accordingly.

Claims Receipt Process

CHP utilizes a document management vendor Smart Data Solutions (SDS) to manage manual paper claims. CHP has a dedicated claims mailbox where SDS collects mailed claims daily and scans them into their system. The scanning process creates a unique string, serially stamping each claim. They convert the paper claims into an electronic data interchange (EDI) file (also known as EDI 837. SDS then posts the EDI 837 claim files to a secure site for CHP to retrieve daily. All data transfers are within HIPAA EDI security compliance.

Our vendor VisiblEDI hosts our claims portal which allows providers to remotely enter claims via a secure portal. This allows providers to submit electronic claims and bypass the paper system, the HIPAA compliant EDI files are then transferred to SDS for processing.

After the 837 claim files are sent to FCH (First Choice Health Network) for pricing. Once priced, the claims return to SDS to be imported into PLEXIS. The claim and batch counts are recorded in our batch tracking system to reflect the date the file was received and when the claims were imported.

Claims Adjudication CHP retrieves claim details in the claims processing system (PLEXIS) via the unique document control number assigned during the import process. The claim image and any attachments are viewed in PLEXIS.

CHP’s system utilizes current medical code sets (CPT, HCPCS, ICD-10, etc.) to accurately adjudicate claims.

Then claims are assigned to examiners for processing. As the claims move through the process, the status will be displayed in the claims portal for providers. The following chart details the meaning of each status type.

Paper Claims

Sorted into batches scanned & counted

Claim ID is added into tracking sheet

Claims are uploaded into SDS for OCR and retreival

Claims are imported into PLEXIS with their batch #

837 Claims

Claim ID is added into tracking sheet

Claims are uploaded into SDS for retreival

Claims are imported into Plexis with their batch #

Claim Status Description

ADJ Complete Facility Claim: All claim detail service lines are approved or denied

Approved Professional Claim: All claim detail service lines approved or denied

Closed All processing on this claim is complete (non-editable/read-only)

Entered Professional Claim: Data entry is complete

In Adjudication A claim is currently being adjudicated

Open Facility Claim: One or more service lines need adjudication

Pending Pending status on the adjudicated claim

Rejected Rejected by the check run

PCM’s claim adjudication process verifies eligibility, checks coverage limits and restrictions, confirms authorization, applies industry standard coding guidelines and computes payment according to individual provider contracts, including claims that have been repriced by FCHN.

Medicaid Claim Process

• CHP enters all potential Medicaid claims into our claims processing system so its ultimate disposition can be tracked accurately.

• When a Medicaid claim is pended, undetermined, or denied, CHP’s claims staff remain in frequent contact with providers regarding status to update them on the process and to work through any outstanding questions regarding eligibility, the appeals process, and ultimate resolution of the claim. Eventually, all claims are paid or denied based on final Medicaid eligibility determination.

Appeals/Complaint Process CHP maintains a robust appeal process for all clients in the event there is a disagreement regarding claims payment that is not resolved during claims adjudication. CHP maintains a customer service department that is able to address, research and respond to complaints or concerns from the network providers, NCDS or others.

Prior Authorization capabilities (optional services if elected) CHP's proprietary Managed Care System (MCS) web application allows the provider or designated DOC staff to enter diagnosis, requested procedure information, and notes with the prior authorization request. Users can verify the incarcerated individual’s eligibility, and the system shows the user which providers are in-network. The MCS shows the user the status of past requests and allows file attachments when supporting documentation is needed for a request. This eligibility check ensures the authorization has the most complete information possible. For those clients that do not utilize our prior authorization system, approved services may still be entered into the MCS portal to assist in claims adjudication.

Referral and authorization information is extracted from the Managed Care System and fed into CHP's in-house PCM. This information may be fed into the system even when prior authorization services are not elected. This allows the claims processors to compare incoming claims against referrals and validate services to be paid. Claims are loaded daily into Plexis from both electronic submittal (EDI) and paper claims that have been scanned electronically.

Each day, new claims processing data is pushed to the web-based claims portal where providers and authorized DOC staff can look up the status of submitted claims.

Description of optional services CHP has a refined utilization management (UM) system in place. UM for current clients includes prior authorization for off-site medical requests, concurrent reviews on hospitalized patients by our nurse facility care managers, and retrospective reviews to monitor off-site care and costs (e.g., emergency room visits). This surveillance of care prior to, during and after medical events allows CHP to ensure that patients receive quality care while managing NDCS financial limitations. In collaboration based on client needs, CHP can provide any or all of these services.

Experience and Development of Prior Authorization and Inpatient Concurrent Review CHP’s prior authorization team is a critical component of our utilization management process.

They can authorize medical requests using Milliman Care Guidelines (MCG) criteria alongside NDCS covered healthcare benefit plan. MCG is an evidence-based utilization tool that ensures medical decisions comply with nationally accepted standards. It provides quick access to evidence-based best practices and care-planning tools to support clinical decision-making. We determine eligibility, evidence of coverage, medical necessity of the service requested, and where to refer care in CHP’s network of providers. NDCS also reserves the right to conduct its own reviews to make referral and authorization decisions.

We currently provide prior authorization services to statewide systems in Colorado with an average patient population of 15,700. CHP uses its prior authorization team to determine when off-site care is medically necessary. When a medical request is submitted by the facility provider, the team reviews the request alongside the patient’s current medical need, their medical history of presenting illness, and the treatment received to date. The goal is to provide appropriate care, at the right time, and in the right place. The model we use with Colorado Department of Corrections ensures that the department medical director (CMO) has the final medical decision.

II. TERMS AND CONDITIONS

A. GENERAL

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.)

D.G.

1. The contract resulting from this Solicitation shall incorporate the following documents:

a. Solicitation, including any attachments and addenda;

b. Questions and Answers;

c. Bidder’s properly submitted solicitation response, including any terms and conditions or agreements submitted by the bidder;

d. Addendum to Contract Award (if applicable);and

e. Amendments to the Contract. (if applicable)

These documents constitute the entirety of the contract.

Unless otherwise specifically stated in a future contract amendment, in case of any conflict between the incorporated documents, the documents shall govern in the following order of preference with number one (1) receiving preference over all other documents and with each lower numbered document having preference over any higher numbered document: 1) Amendment to the executed Contract with the most recent dated amendment having the highest priority, 2) Executed Contract and any attached Addenda 3) Addendums to the solicitation and any Questions and Answers, 4) the original solicitation document and any Addenda or attachments, and 5) the Vendor’s submitted solicitation response, including any terms and conditions or agreements that are accepted by the State.

Unless otherwise specifically agreed to in writing by the State, the State’s standard terms and conditions, as executed by the State, shall always control over any terms and conditions or agreements submitted or included by the Vendor.

Any ambiguity or conflict in the contract discovered after its execution, not otherwise addressed herein, shall be resolved in accordance with the rules of contract interpretation as established in the State of Nebraska.

CHP understands and accepts all of the Terms and Conditions Section A.

CHP has received and reviewed the revised solicitation in its entirety, the addendums to the RFP, the amended schedule of events, terms and conditions (noted here) and general requirements of the solicitation.

B. NOTIFICATION

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

Bidder and State shall identify the contract manager who shall serve as the point of contact for the executed contract.

Communications regarding the executed contract shall be in writing and shall be deemed to have been given if delivered personally; electronically, return receipt requested; or mailed, return receipt requested. All notices, requests, or communications shall be deemed effective upon receipt.

Either party may change its address for notification purposes by giving notice of the change and setting forth the new address and an effective date.

CHP understands and accepts all of Terms and Conditions Section B.

C. BUYER’S REPRESENTATIVE

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

The State reserves the right to appoint a Buyer's Representative to manage or assist the Buyer in managing the contract on behalf of the State. The Buyer's Representative will be appointed in writing, and the appointment document will specify the extent of the Buyer's Representative authority and responsibilities. If a Buyer's Representative is appointed, the bidder will be provided a copy of the appointment document and is expected to cooperate accordingly with the Buyer's Representative. The Buyer's Representative has no authority to bind the State to a contract, amendment, addendum, or other change or addition to the contract.

CHP understands and accepts all of the Terms and Conditions Section C.

D. GOVERNING LAW (Nonnegotiable)

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

Notwithstanding any other provision of this contract, or any amendment or addendum(s) entered into contemporaneously or at a later time, the parties understand and agree that, (1) the State of Nebraska is a sovereign state and its authority to contract is therefore subject to limitation by the State’s Constitution, statutes, common law, and regulation; (2) this contract will be interpreted and enforced under the laws of the State of Nebraska; (3) any action to enforce the provisions of this agreement must be brought in the State of Nebraska per state law; (4) the person signing this contract on behalf of the State of Nebraska does not have the authority to waive the State's sovereign immunity, statutes, common law, or regulations; (5) the indemnity, limitation of liability, remedy, and other similar provisions of the final contract, if any, are entered into subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity; and, (6) all terms and conditions of the final contract, including but not limited to the clauses concerning third party use, licenses, warranties, limitations of liability, governing law and venue, usage verification, indemnity, liability, remedy or other similar provisions of the final contract are entered into specifically subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity.

The Parties must comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

CHP understands and accepts all of Terms and Conditions Section D.

E. BEGINNING OF WORK & SUSPENSION OF SERVICES

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 bidder shall not commence any billable work until a valid contract has been fully executed by the State and the successful Vendor. The Vendor will be notified in writing when work may begin.

The State may, at any time and without advance notice, require the Vendor to suspend any or all performance or deliverables provided under this Contract. In the event of such suspension, the Contract Manager or POC, or their designee, will issue a written order to stop work. The written order will specify which activities are to be immediately suspended and the reason(s) for the suspension. Upon receipt of such order, the Vendor shall immediately comply with its terms and take all necessary steps to mitigate and eliminate the incurrence of costs allocable to the work affected by the order during the period of suspension. The suspended performance or deliverables may only resume when the State provides the Vendor with written notice that such performance or deliverables may resume, in whole or in part.

CHP understands and accepts all of Terms and Conditions Section E.

F. AMENDMENT

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

This Contract may be amended in writing, within scope, upon the agreement of both parties.

CHP understands and accepts all of the Terms and Conditions Section F.

G. CHANGE ORDERS OR SUBSTITUTIONS

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 State and the Vendor, upon the written agreement, may make changes to the contract within the general scope of the solicitation. Changes may involve specifications, the quantity of work, or such other items as the State may find necessary or desirable. Corrections of any deliverable, service, or work required pursuant to the contract shall not be deemed a change. The Vendor may not claim forfeiture of the contract by reasons of such changes.

The Vendor shall prepare a written description of the work required due to the change and an itemized cost sheet for the change. Changes in work and the amount of compensation to be paid to the Vendor shall be determined in accordance with applicable unit prices if any, a pro-rated value, or through negotiations. The State shall not incur a price increase for changes that should have been included in the Vendor’s solicitation response, were foreseeable, or result from difficulties with or failure of the Vendor’s solicitation response or performance.

No change shall be implemented by the Vendor until approved by the State, and the Contract is amended to reflect the change and associated costs, if any. If there is a dispute regarding the cost, but both parties agree that immediate implementation is necessary, the change may be implemented, and cost negotiations may continue with both Parties retaining all remedies under the contract and law.

In the event any good or service is discontinued or replaced upon mutual consent during the contract period or prior to delivery, the State reserves the right to amend the contract to include the alternate product at the same price.

***Vendor will not substitute any item that has been awarded without prior written approval of NDCS***

CHP understands and accepts all of Terms and Conditions Section G.

H. RECORD OF VENDOR PERFORMANCE

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 State may document the vendor’s performance, which may include, but is not limited to, the customer service provided by the vendor, the ability of the vendor, the skill of the vendor, and any instance(s) of products or services delivered or performed which fail to meet the terms of the purchase order, contract, and/or specifications. In addition to other remedies and options available to the State, the State may issue one or more notices to the vendor outlining any issues the State has regarding the vendor’s performance for a specific contract (“Contract Compliance Request”). The State may also document the Vendor’s performance in a report, which may or may not be provided to the vendor (“Contract Non-Compliance Notice”). The Vendor shall respond to any Contract Compliance Request or Contract Non-Compliance Notice in accordance with such notice or request. At the sole discretion of the State, such Contract Compliance Requests and Contract Non-Compliance Notices may be placed in the State’s records regarding the vendor and may be considered by the State and held against the vendor in any future contract or award opportunity. The record of vendor performance will be considered in any suspension or debarment action.

CHP

understands and accepts all of Terms and Conditions Section H.

I. NOTICE OF POTENTIAL VENDOR BREACH

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

If Vendor breaches the contract or anticipates breaching the contract, the Vendor shall immediately give written notice to the State. The notice shall explain the breach or potential breach, a proposed cure, and may include a request for a waiver of the breach if so desired. The State may, in its discretion, temporarily or permanently waive the breach. By granting a waiver, the State does not forfeit any rights or remedies to which the State is entitled by law or equity, or pursuant to the provisions of the contract. Failure to give immediate notice, however, may be grounds for denial of any request for a waiver of a breach.

CHP understands and accepts all of Terms and Conditions Section I.

J. BREACH

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

Either Party may terminate the contract, in whole or in part, if the other Party breaches its duty to perform its obligations under the contract in a timely and proper manner. Termination requires written notice of default and a thirty (30) calendar day (or longer at the non-breaching Party’s discretion considering the gravity and nature of the default) cure period. Said notice shall be delivered by email, delivery receipt requested; certified mail, return receipt requested; or in person with proof of delivery. Allowing time to cure a failure or breach of contract does not waive the right to immediately terminate the contract for the same or different contract breach which may occur at a different time.

The State’s failure to make payment shall not be a breach, and the Vendor shall retain all available statutory remedies. (See Indemnity - Self-Insurance and Payment)

CHP understands and accepts all of the Terms and Conditions Section J.

K. NON-WAIVER OF BREACH

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 acceptance of late performance with or without objection or reservation by a Party shall not waive any rights of the Party nor constitute a waiver of the requirement of timely performance of any obligations remaining to be performed.

CHP understands and accepts all of Terms and Conditions Section K.

L. SEVERABILITY

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

If any term or condition of the contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and conditions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the provision held to be invalid or illegal.

CHP understands and accepts all of the Terms and Conditions Section L.

M. INDEMNIFICATION

1. GENERAL

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 Vendor agrees to defend, indemnify, and hold harmless the State and its employees, volunteers, agents, and its elected and appointed officials (“the indemnified parties”) from and against any and all third party claims, liens, demands, damages, liability, actions, causes of action, losses, judgments, costs, and expenses of every nature, including investigation costs and expenses, settlement costs, and attorney fees and expenses (“the claims”), sustained or asserted against the State for personal injury, death, or property loss or damage, arising out of, resulting from, or attributable to the willful misconduct, negligence, error, or omission of the Vendor, its employees, Subcontractors, consultants, representatives, and agents, resulting from this contract, except to the extent such Vendor liability is attenuated by any action of the State which directly and proximately contributed to the claims.

CHP understands and accepts all of Terms and Conditions Section M.1.

2. INTELLECTUAL PROPERTY

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 Vendor agrees it will, at its sole cost and expense, defend, indemnify, and hold harmless the indemnified parties from and against any and all claims, to the extent such claims arise out of, result from, or are attributable to, the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, trademark, or confidential information of any third party by the Vendor or its employees, Subcontractors, consultants, representatives, and agents; provided, however, the State gives the Vendor prompt notice in writing of the claim. The Vendor may not settle any infringement claim that will affect the State’s use of the Licensed Software without the State’s prior written consent, which consent may be withheld for any reason.

If a judgment or settlement is obtained or reasonably anticipated against the State’s use of any intellectual property for which the Vendor has indemnified the State, the Vendor shall, at the Vendor’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on the State’s behalf to provide the necessary rights to the State to eliminate the infringement, or provide the State with a non-infringing substitute that provides the State the same functionality. At the State’s election, the actual or anticipated judgment may be treated as a breach of warranty by the Vendor, and the State may receive the remedies provided under this Solicitation.

CHP understands and accepts all of Terms and Conditions Section M.2.

3. PERSONNEL

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 Vendor shall, at its expense, indemnify and hold harmless the indemnified parties from and against any claim with respect to withholding taxes, worker’s compensation, employee benefits, or any other claim, demand, liability, damage, or loss of any nature relating to any of the personnel, including subcontractor’s and their employees, provided by the Vendor.

CHP understands and accepts all of Terms and Conditions Section M.3.

4. SELF-INSURANCE

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 State of Nebraska is self-insured for any loss and purchases excess insurance coverage pursuant to Neb. Rev. Stat. § 81-8,239.01. If there is a presumed loss under the provisions of this agreement, Vendor may file a claim with the Office of Risk Management pursuant to Neb. Rev. Stat.

§§ 81-8,239.01 to 81-8,306 for review by the State Claims Board. The State retains all rights and immunities under the State Miscellaneous (Neb. Rev. Stat. § 81-8,294), Tort (Neb. Rev. Stat. § 81- 8,209), and Contract Claim Acts (Neb. Rev. Stat. § 81-8,302), as outlined in state law and accepts liability under this agreement only to the extent provided by law.

CHP understands and accepts all of Terms and Conditions Section M.4.

5. The Parties acknowledge that Attorney General for the State of Nebraska is required by statute to represent the legal interests of the State, and that any provision of this indemnity clause is subject to the statutory authority of the Attorney General.

Accept All Terms and Conditions

Within

Exceptions Taken to

Terms and Conditions

Within

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

Section as Written (Initial)

Section as

(Initial)

CHP understands and accepts all of Terms and Conditions Section M.5.

N. PERFORMANCE BOND

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 Awarded Bidder may be required to supply a bond executed by a corporation authorized to contract surety in the State of Nebraska, payable to the State of Nebraska, which shall be valid for the life of the contract to include any renewal and/or extension periods. The amount of the bond must be an established dollar amount $500,000. The bond, if required, will guarantee that the Awarded Bidder will faithfully perform all requirements, terms and conditions of the contract. Failure to comply shall be grounds for forfeiture of the bond as liquidated damages. Amount of forfeiture will be determined by the agency based on loss to the State. The bond will be returned when the contract has been satisfactorily completed as solely determined by the State, after termination or expiration of the contract.

CHP understands and accepts all of Terms and Conditions Section N.

O. ASSIGNMENT, SALE, OR MERGER

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

Either Party may assign the contract upon mutual written agreement of the other Party. Such agreement shall not be unreasonably withheld.

The Vendor retains the right to enter into a sale, merger, acquisition, internal reorganization, or similar transaction involving Vendor’s business. Vendor agrees to cooperate with the State in executing amendments to the contract to allow for the transaction. If a third party or entity is involved in the transaction, the Vendor will remain responsible for performance of the contract until such time as the person or entity involved in the transaction agrees in writing to be contractually bound by this contract and perform all obligations of the contract.

CHP understands and accepts all of Terms and Conditions Section O.

P. CONTRACTING WITH OTHER NEBRASKA POLITICAL SUBDIVISIONS OF THE STATE OR ANOTHER

STATE

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

Strike Section II.P second paragraph as noted: “The Vendor may, but shall not be required to, allow other states, agencies or divisions of other states, or political subdivisions of other states to use this contract.

The terms and conditions, including price, of this contract shall apply to any such contract, but may be amended upon mutual consent of the Parties. The State of Nebraska shall not be contractually or otherwise obligated or liable under any contract entered into pursuant to this clause. The State shall be notified if a contract is executed based upon this contract.”

The Vendor may, but shall not be required to, allow agencies, as defined in Neb. Rev. Stat. § 81-145(2), to use this contract. The terms and conditions, including price, of the contract may not be amended. The State shall not be contractually obligated or liable for any contract entered into pursuant to this clause. A listing of Nebraska political subdivisions may be found at the website of the Nebraska Auditor of Public Accounts.

The Vendor may, but shall not be required to, allow other states, agencies or divisions of other states, or political subdivisions of other states to use this contract. The terms and conditions, including price, of this contract shall apply to any such contract, but may be amended upon mutual consent of the Parties. The State of Nebraska shall not be contractually or otherwise obligated or liable under any contract entered into pursuant to this clause. The State shall be notified if a contract is executed based upon this contract.

CHP does not agree to the section regarding allowing other states to use this contract, as CHP services and prices would be specifically tailored to each state. CHP respectfully requests that this section be stricken from the contract:

“The Vendor may, but shall not be required to, allow other states, agencies or divisions of other states, or political subdivisions of other states to use this contract. The terms and conditions, including price, of this contract shall apply to any such contract, but may be amended upon mutual consent of the Parties. The State of Nebraska shall not be contractually or otherwise obligated or liable under any contract entered into pursuant to this clause. The State shall be notified if a contract is executed based upon this contract.”

Q. FORCE MAJEURE

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

Neither Party shall be liable for any costs or damages, or for default resulting from its inability to perform any of its obligations under the contract due to a natural or manmade event outside the control and not the fault of the affected Party (“Force Majeure Event”) that was not foreseeable at the time the Contract was executed.

The Party so affected shall immediately make a written request for relief to the other Party and shall have the burden of proof to justify the request. The other Party may grant the relief requested; relief may not be unreasonably withheld. Labor disputes with the impacted Party’s own employees will not be considered a Force Majeure Event.

CHP understands and accepts all of Terms and Conditions Section Q.

R. CONFIDENTIALITY

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

All materials and information provided by the Parties or acquired by a Party on behalf of the other Party shall be regarded as confidential information. All materials and information provided or acquired shall be handled in accordance with federal and state law, and ethical standards. Should said confidentiality be breached by a Party, the Party shall notify the other Party immediately of said breach and take immediate corrective action.

It is incumbent upon the Parties to inform their officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a (i)(1), which is made applicable by 5 U.S.C. 552a (m)(1), provides that any officer or employee, who by virtue of his/her employment or official position has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

CHP understands and accepts all of Terms and Conditions Section R.

S. EARLY TERMINATION

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 contract may be terminated as follows:

1. The State and the Vendor, by mutual written agreement, may terminate the contract, in whole or in part, at any time.

2. The State, in its sole discretion, may terminate the contract, in whole or in part, for any reason upon thirty (30) calendar day’s written notice to the Vendor. Such termination shall not relieve the Vendor of warranty or other service obligations incurred under the terms of the contract. In the event of termination, the Vendor shall be entitled to payment, determined on a pro rata basis, for products or services satisfactorily performed or provided.

3. The State may terminate the contract, in whole or in part, immediately for the following reasons:

a. if directed to do so by statute,

b. Vendor has made an assignment for the benefit of creditors, has admitted in writing its inability to pay debts as they mature, or has ceased operating in the normal course of business,

c. a trustee or receiver of the Vendor or of any substantial part of the Vendor’s assets has been appointed by a court,

d. fraud, misappropriation, embezzlement, malfeasance, misfeasance, or illegal conduct pertaining to performance under the contract by its Vendor, its employees, officers, directors, or shareholders,

e. an involuntary proceeding has been commenced by any Party against the Vendor under any one of the chapters of Title 11 of the United States Code and (i) the proceeding has been pending for at least sixty (60) calendar days; or (ii) the Vendor has consented, either expressly or by operation of law, to the entry of an order for relief; or (iii) the Vendor has been decreed or adjudged a debtor,

f. a voluntary petition has been filed by the Vendor under any of the chapters of Title 11 of the United States Code,

g. Vendor intentionally discloses confidential information,

h. Vendor has or announces it will discontinue support of the deliverable; and,

i. In the event funding is no longer available.

CHP understands and accepts all of Terms and Conditions Section S.

T. CONTRACT CLOSEOUT

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

Upon termination of the contract for any reason the Vendor shall within thirty (30) days, unless stated otherwise herein:

1. Transfer all completed or partially completed deliverables to the State,

2. Transfer ownership and title to all completed or partially completed deliverables to the State,

3. Return to the State all information and data unless the Vendor is permitted to keep the information or data by contract or rule of law. Vendor may retain one copy of any information or data as required to comply with applicable work product documentation standards or as are automatically retained in the course of Vendor’s routine back up procedures,

4. Cooperate with any successor Contactor, person, or entity in the assumption of any or all of the obligations of this contract,

5. Cooperate with any successor Contactor, person, or entity with the transfer of information or data related to this contract,

6. Return or vacate any state owned real or personal property; and,

7. Return all data in a mutually acceptable format and manner.

Nothing in this section should be construed to require the Vendor to surrender intellectual property, real or personal property, or information or data owned by the Vendor for which the State has no legal claim.

CHP understands and accepts all of Terms and Conditions Section T.

III. VENDOR DUTIES

A. INDEPENDENT VENDOR / OBLIGATIONS

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

It is agreed that the Vendor is an independent Vendor and that nothing contained herein is intended or should be construed as creating or establishing a relationship of employment, agency, or a partnership.

The Vendor is solely responsible for fulfilling the contract. The Vendor or the Vendor’s representative shall be the sole point of contact regarding all contractual matters.

The Vendor shall secure, at its own expense, all personnel required to perform the services under the contract.

The personnel the Vendor uses to fulfill the contract shall have no contractual or other legal relationship with the State; they shall not be considered employees of the State and shall not be entitled to any compensation, rights or benefits from the State, including but not limited to, tenure rights, medical and hospital care, sick and vacation leave, severance pay, or retirement benefits.

By-name personnel commitments made in the bidder's solicitation response shall not be changed without the prior written approval of the State. Replacement of these personnel, if approved by the State, shall be with personnel of equal or greater ability and qualifications.

All personnel assigned by the Vendor to the contract shall be employees of the Vendor or a subcontractor and shall be fully qualified to perform the work required herein. Personnel employed by the Vendor or a subcontractor to fulfill the terms of the contract shall remain under the sole direction and control of the Vendor or the subcontractor respectively.

With respect to its employees, the Vendor agrees to be solely responsible for the following:

1. Any and all pay, benefits, and employment taxes and/or other payroll withholding,

2. Any and all vehicles used by the Vendor’s employees, including all insurance required by state law,

3. Damages incurred by Vendor’s employees within the scope of their duties under the contract,

4. Maintaining Workers’ Compensation and health insurance that complies with state and federal law and submitting any reports on such insurance to the extent required by governing law,

5. Determining the hours to be worked and the duties to be performed by the Vendor’s employees; and,

6. All claims on behalf of any person arising out of employment or alleged employment (including without limit claims of discrimination alleged against the Vendor, its officers, agents, or subcontractors or subcontractor’s employees).

If the Vendor intends to utilize any subcontractor, the subcontractor's level of effort, tasks, and time allocation should be clearly defined in the solicitation response.