ESBD_File_328828_TRS000412_Healthcare Consulting Services_Solicitation Document.docx

Healthcare Consulting Services Solicitation No. TRS000412

Healthcare Consulting Services Solicitation No. TRS000412 Teacher Retirement System of Texas

Request for Proposals (RFP) Healthcare Consulting Services Solicitation No. TRS000412 NIGP Class/Item Codes: 918-49, 918-87

Anticipated Schedule of Events

July 6, 2023

Issuance of RFP

Late Proposals will not be considered

Summary

A Respondent may submit a Proposal to be considered as a consultant for all, or some of the, healthcare Programs.

TRS reserves the right to award one or more contracts for each healthcare Program. At TRS’ sole discretion, TRS also reserves the right to cancel this Solicitation, make awards for some, but not all categories of service, or make no awards.

3. Issuing Agency

Teacher Retirement System of Texas Procurement & Contracts 1000 Red River Street Austin, TX 78701-2698 ATTN: Jacob Bledsoe

August 7, 2023, 3:00 p.m., Central time

10. TRS Procurement and Contracts Representative for this Solicitation

Jacob Bledsoe Jacob.Bledsoe@trs.texas.gov

(512) 542-6307 LaTresa.Stroud@trs.texas.gov

Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related Proposal.

This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this Solicitation.

www.txsmartbuy.com/sp.

Personnel

Personnel includes agents, affiliates, employees, representatives, suppliers, third-party service providers of Contractor, and subcontractors who, on behalf of the Contractor, will or may participate in providing Services under a Contract resulting from this Solicitation.

Background History of the TRS and the TRS-Health TRS was established in 1937, as mandated by Article XVI, Section 67 of the Texas Constitution and the enactment of statutes, creating a statewide teacher retirement system. The original responsibility of TRS was to provide service and disability retirement benefits to teachers and administrators of the public systems of Texas, including institutions of higher education. In 1949, legislation expanded membership eligibility to all employees of public education institutions.

TRS is a public entity of the State of Texas and has the powers, privileges, and immunities of a corporation, as well as the powers, privileges and immunities conferred upon it by Subtitle C, Title 8 of the Texas Government Code. TRS is governed by an executive director and a Board of Trustees, responsible for the administration of the system under provisions of the state constitution and state law.

TRS-Care Program In 1985, the 69th Legislature enacted legislation creating Chapter 1575 of the Texas Insurance Code, which established the Texas Public School Retired Employees Group Benefits Program (“TRS-Care”), a health insurance benefits program for retirees. The law identifies the Teacher Retirement System of Texas (“TRS” or the “Trustee”) as the trustee of TRS-Care and provides the general framework within which the program is to be designed, with the Trustee being given latitude to devise, implement, and administer the group program. For non-Medicare participants, TRS-Care provides a single high deductible health plan (TRS-Care Standard HDHP) with coordinated medical and pharmacy benefits. For Medicare enrolled participants, TRS-Care provides a Medicare Advantage Plan and a carved-out Medicare Part D plan.

TRS-Care is funded by retiree premiums, contributions from active employees and their school district employers, recurring state contributions, supplemental state contributions, and Medicare Part D subsidies and drug manufacturer rebates. TRS performs eligibility functions in-house and contracts for most other services related to the administration of plan benefits. Organizations and services currently procured to administer TRS-Care include:

Health Plan Administrator (HPA) – BlueCross BlueShield of Texas is the current HPA for the self-funded high deductible health plan (HPHP) option, with the responsibilities of provider network management, claim adjudication, clinical management, and customer service.

Medicare Advantage Plan - UnitedHealthcare is the carrier for the fully-insured Medicare Advantage plan option.

Pharmacy Benefits Managers (PBM) – The current Program PBM contracts are nearing the end of their contract period, and TRS has recently completed a procurement for a new PBM. CVS/Caremark (CVS Health and SilverScript) is the current PBM until December 31, 2023. Express Scripts, Inc is the new TRS PBM beginning January 1, 2024. The PBM provides prescription drug benefit administration and related services for TRS-Care participants through its retail pharmacy network management, mail-order fulfillment, claims adjudication, utilization management, and customer service.

TRS-ActiveCare Program In 1995, TRS was authorized by legislation to offer health insurance to active public employees. TRS currently manages the Texas School Employees Uniform Group Health Coverage Program (TRS-ActiveCare) for approximately 1,000 participating Texas public school entities. TRS-ActiveCare is authorized and governed by Chapter 1579 of the Texas Insurance Code.

TRS-ActiveCare is funded by state and school district contributions on a per-active-employee basis and by contributions from covered active employees for any remaining difference. Enrollment functions are currently performed by Bswift, TRS’ elegibilty vendor, with school districts attesting to the Participant’s eligibility. TRS contracts with vendors for most services related to the administration of Plan benefits. Organizations and services currently procured to administer TRS-ActiveCare include:

Statewide medical benefits HPA – BlueCross BlueShield of Texas is the current HPA for TRS-ActiveCare statewide medical benefit options and is responsible for network management, claims adjudication, utilization management, and customer service. There are four statewide medical coverage Plans:

· TRS-ActiveCare Primary+. A primary care physician (PCP) directed HMO with a carved-out pharmacy benefit program.

· TRS-ActiveCare Primary. A PCP directed HMO with integrated medical and pharmacy benefits.

· TRS-ActiveCare HD. A HDHP with integrated medical and pharmacy benefits.

· TRS-ActiveCare 2. A PPO with a carved-out pharmacy benefit program. This Plan is closed to new enrollment.

In addition, bSwift, collects eligibility data from each of the school districts and provides that data in electronic format to TRS and all of the vendors.

Service Area plans – TRS also contracts with two (2) fully insured HMOs, each of whom are responsible for medical and pharmacy benefits, their respective network management, claims adjudication, utilization management, and customer service.

Prescription drug benefits: Pharmacy Benefits Manager (PBM) – The current Program PBM contracts are nearing the end of their contract period, and TRS has recently completed a procurement for a new TRS PBM. . CVS/Caremark (CVS Health) is the PBM for TRS-ActiveCare until August 31, 2023. Express Scripts, Inc is the new PBM beginning September 1, 2023. PBM provides prescription drug benefits and related services for TRS-ActiveCare participants through its pharmacy network management in Texas and across the country (including its retail, speciality, and mail-order pharmacy networks), claims adjudication, utilization management and review, and customer service.

Membership: Participation in each Plan as of March 1, 2023 is shown in the table below. Claims for the self-insured programs for the past three fiscal years are also shown.

Retirees

TRS-ActiveCare

TRS-Care

Grand Total

628,646

Self-funded Paid Pharmacy Claims1

1. Paid pharmacy amounts shown do not include rebates. Fiscal Year: September 1 – August 31

Existing and Future Challenges In addition to TRS’ efforts in managing costs while continuing to provide high-quality, cost-effective healthcare access that delivers the best clinical outcomes to its Participants, TRS is facing challenges related to the operating environment, competition for membership, sustainability, Participant engagement, and effective communication of the value proposition of the Plans offered. For example, the 87th Legislative Regular Session (2021) passed a law that gives entities participating in TRS-ActiveCare the option to opt out by giving TRS notice before December 31st of the year before the Plan year they wish to leave. Effective September 1, 2022, entities that choose to leave the Program are ineligible to return for 5 years. As a result of the legislative changes above, TRS produces regional rates for 20 regions across the state. These rates are set based off of a variety of factors including demographic, risk, network cost differences, and historical experience by region. The changes in regional rates may impact the competitiveness and attractiveness of TRS-ActiveCare Plans to employers and employees in certain regions. To continue attracting new districts to join TRS-ActiveCare, TRS will need to proactively communicate the benefits of its Plans and how they can meet the unique needs of different districts. TRS will also need to focus on retaining its current membership by regularly evaluating and improving its Plan benefits and services. TRS aims to address these challenges by providing innovative solutions and competitive benefits at a low cost to ensure that it remains the preferred choice for healthcare dbenefits for employers. These legislative changes are further described in Senate Bill 1444 (S.B. 1444) (87th Leg. Session (Regular)), Insurance Code Sections 1579.1045 and 1579.155, and the Texas Administrative Code, 34 T.A.C. Subchapter C.

Senate Bill 1854 (S.B. 1854) of the 88th Legislative Regular Session (2023) requires TRS to establish or contract for and make available an optional plan for dental benefits and an optional plan for vision benefits for TRS-Care participants. Respondents filing a proposal to provide dental and vision consulting services must provide the services to assist TRS in setting up these benefit options and demonstrate their ability to do so in their response.

Scope of Work (SOW)

General Description of Work Contractor shall provide services and subject-matter expertise, pertaining to the Services detailed in items 1) Medical Benefit Consulting Services 2) Pharmacy Benefit Consulting Services, and/or 3) Dental and Vision Consulting Services (collectively, the Services, individually, a Service) on a regular, ongoing basis for the Programs. TRS makes no guarantee of minimum amount of Services or expenditures by TRS.

Contractor may be required to work closely with other TRS contractors to accomplish the specific details and objectives (“Projects”) related to the Services. Contractor shall notify TRS of the existence of any actual or potential conflict and attempt to avoid any act that may interfere with the performance of work by any other TRS vendor, subcontractor, or third-party representative.

If selected by TRS for a Project, Contractor will be engaged, as deemed necessary and approved by TRS and as agreed to by Contractor, in separate Project Statements of Work, that set out the terms, conditions, and performance specifications applicable to those Services and the specifications for any Deliverables. Each Project Statement of Work will describe the Services to be performed, the required schedule for performance, the number of Contractor staffing hours and the corresponding Contractor labor categories for those Services, and any other relevant information. TRS must approve in writing the Statement of Work for each Project prior to implementation of the Project. See Article IVI. Procedures for Projects under the Scope of Work for details.

1. Medical Consulting Services The Work described below is very diverse and expertise in all areas is not required. However, subject matter expertise may be required for specific projects, including areas related to the following:

1) Plan design, analysis, and cost and quality management for medical and pharmacy benefit programs;

2) Retiree coverages such as Medicare Advantage, Medicare MSA plans, other Medicare health plans;

3) Pricing initiatives, including alignment of member, provider, and plan administrator incentives;

4) Analysis of current benefits environment including review of state and national trends.

5) Proactive identification of cost-saving and/or cost containment opportunities, and implementation of innovative cost containment methods;

6) Trends and innovations in healthcare, medical pharmacy, health insurance markets, expenditures, and contracting;

7) Clinical Delivery, including programs to manage defined populations, innovative service delivery systems, strategies to increase access and reduce cost, and quality outcomes measurement;

8) Population Health, including identification of high-risk populations and individuals through predictive analytics and other techniques;

9) Audit the services and performance of HPAs, including for service quality, contractual adherence, and financial performance;

10) Alternative Payment Models (APM), including risk-based compensation, bundled payment, capitation, and blended designs;

11) Payer-oriented medical claims analysis;

12) Evaluation and benchmarking of APM initiatives from a cost, quality, and patient experience perspective;

13) Assist with procurements including develop solicitation documents, assess vendor responses, create materials, and present to TRS Board of Trustees regarding procurement of health plan administration services and provider contracting; and

14) Provide data analytic capabilities, tools, data sets, or software to support TRS’s ability to analyze claim data and other plan operational needs.

2. Pharmacy Consulting Services The Work described below is very diverse and expertise in all areas is not required. However, subject matter expertise may be required for specific projects, including areas related but not limited to the following:

1) Plan design, analysis, and cost and quality management for medical and pharmacy benefit programs;

2) Retiree coverages such as Medicare Part D Employer Group Waiver Plans (EGWPs);

3) Pricing initiatives, including alignment of member, provider, and plan administrator incentives;

4) Analysis of current benefits environment including review of state and national trends.

5) Formulary design and evaluation, proactive identification of cost-saving and/or cost containment opportunities, and implementation of innovative cost containment methods.

6) Trends and innovations in healthcare, pharmacy, health insurance markets, expenditures, and contracting;

7) Clinical Delivery, including programs to manage defined populations, innovative service delivery systems, strategies to increase access and reduce cost, and quality outcomes measurement;

8) Population Health, including identification of high-risk populations and individuals through predictive analytics and other techniques;

9) Audit the services and performance of PBMs, including for service quality, contractual adherence, and financial performance.

10) Payer-oriented pharmacy claims analysis;

11) Evaluation and benchmarking of APM initiatives from a cost, quality, and patient experience perspective.

12) Assist with procurements including develop solicitation documents, assess vendor responses, create materials, and present to TRS Board of Trustees regarding procurement of pharmacy benefit management services and provider contracting.

13) Provide data analytic capabilities, tools, data sets, or software to support TRS’s ability to analyze claim data and other plan operational needs.

3. Dental and Vision Consulting Services The Work described below is very diverse and expertise in all areas is not required. However, subject matter expertise may be required for specific projects, including areas related to the following:

1) Plan design, analysis, and cost and quality management for dental and vision benefit programs;

2) Pricing initiatives, including alignment of member, provider, and plan administrator incentives;

3) Analysis of current benefits environment including review of state and national trends.

4) Proactive identification of cost-saving and/or cost containment opportunities, and implementation of innovative cost containment methods.

5) Trends and innovations in dental and vision plans and contracting;

6) Clinical Delivery, including programs to manage defined populations, innovative service delivery systems, strategies to increase access and reduce cost, and quality outcomes measurement;

7) Audit the services and performance of dental and vision administrators, including for service quality, contractual adherence, and financial performance.

8) Payer-oriented claims analysis for dental and vision services;

9) Assist with procurements including develop solicitation documents, assess vendor responses, create materials, and present to TRS Board of Trustees regarding procurement of dental and vision administration services and provider contracting.

10) Provide data analytic capabilities, tools, data sets, or software to support TRS’s ability to analyze claim data and other plan operational needs.

Approval Criteria and General Requirements for Services/Deliverables

All Services must be complete and in conformance with the SOW, applicable Project Statement of Work, and satisfactory to TRS. Contractor shall use the degree of ordinary care and reasonable diligence in the exercise of its powers and duties under the Contract. Contractor warrants all Services for accuracy and correctness. Contractor shall correct any defects in the Services at no cost to TRS. TRS relies on Contractor to inspect and test Services to ensure that it conforms to Contract requirements. TRS relies on Contractor’s greater expertise in the field of Services. Any act by TRS indicating acceptance, whether express or implied, shall not be deemed to mean that TRS has tested or inspected the Services, but rather that TRS has accepted the Services in reliance on Contractor’s greater expertise and Contractor’s representation that Services conform to all Contract requirements. Contractor’s obligation to perform and complete Services in accordance with the Contract shall be absolute.

None of the following will constitute acceptance of nonconforming Services or release of Contractor’s obligations to perform Services in accordance with the Contract:

· Payment;

· Use of the Services or any part of the Services by TRS;

· Review or approval of a submittal;

· Inspection or testing by TRS; or

· Correction of the defective Services by TRS.

In addition, Contractor must take action to ensure its or its subcontractor’s compliance with or correction of any finding of noncompliance with any law, regulation, audit requirement, generally accepted accounting principle related to Services or other deficiency contained in an audit, review, inspection, or other finding of noncompliance with the Contract. Contractor must bear the expense of compliance with any finding of noncompliance that is:

· Required by State or federal law, regulation, rule, court order, or any other audit requirement;

· Performed by Contractor as part of the SOW; or

· Necessary due to Contractor’s noncompliance with any law, regulation, rule, court order, or audit.

The following requirements apply to all Projects awarded under this procurement:

1) The requirements and specifications for each deliverable shall be defined in writing in the form of a Project Statement of Work and approved in writing by TRS and Contractor before Work is initiated.

2) Approval criteria for each deliverable, as well as the process for approval and rejection of deliverables, will be specified in the Project Statement of Work. Evaluation criteria for successful completion, quality assurance, and acceptance of each deliverable shall be based on compliance with the pre-established requirements and specifications of the Project Statement of Work.

3) The evaluation criteria shall include but not be limited to:

a. Quality of the deliverable.

b. Creativity and novelty of the deliverable.

c. Retention and acquisition of employers and participants.

4) Any changes or modifications in deliverable requirements, specifications, or evaluation criteria shall be made and agreed upon in writing by both TRS and Contractor.

5) Contractor’s scheduled timeline for each deliverable and the overall Project shall be reviewed as described in the Project Statement of Work. Contractor shall comply with the timeline, which may include short turnarounds. TRS’ review may include verification of the progress being made by Contractor to meet the deadlines for each deliverable. TRS may identify areas where the schedule is in need of adjustment and work with Contractor to make the necessary adjustments to the schedule.

6) Deliverables shall be provided on the dates specified in the Project Statement of Work. Any changes to the delivery dates must have prior written approval by TRS. Such written approval will be coordinated through the TRS Project Manager identified in the Project Statement of Work.

7) If the deliverable cannot be provided within the scheduled time frame, Contractor shall contact the TRS Project Manager identified in the Project Statement of Work, in writing with a reason for the delay and a request for a revised schedule. The request for a revised schedule must include a proposed revised schedule and the impact on related tasks, budget, and the overall Services.

8) A request for a revised schedule must be reviewed and approved by the TRS Project Manager identified in the Project Statement of Work before the revised schedule is implemented. Contract Terms and Conditions may dictate associated cost adjustments, and/or other remedies based on the facts related to the request for a revised schedule. Without limiting any other rights or remedies, TRS may assess performance delay charges. The amount of and description of the performance delay charge will be subject to negotiation for each Project, based on the particular needs of the Project, and shall be addressed in the Statement of Work for the Project.

9) TRS shall review all communications prior to implementation.

10) As identified in the Project Statement of Work for each Project, Contractor may be required to attend and/or provide testimony at Texas Legislative functions.

11) TRS will document the approval of the deliverable by email.

Reporting

Reporting criteria for each Project, as well as the process for acceptance approval and rejection of Reports, shall be specified in the Statement of Work for each individual Project. Contractor shall comply with the reporting requirements which may be weekly, monthly, quarterly or ad hoc depending on the Project and Statement of Work.

Contractor shall promptly prepare reports, including the programming or manipulation of data, and provide other information in a form determined acceptable by TRS. TRS may require the form of the report be accessible to the public. Such reports or documentation may be made in order for TRS to respond to requests for information by members of the public. TRS, at its discretion, may publicly release, distribute, and post any reports in accordance with Section 2254.041 of the Texas Government Code.

Contractor shall provide reports to TRS regarding Improprieties immediately upon their detection by Contractor and as may be requested by TRS.

Accommodations and Equipment

TRS shall not provide a dedicated office or meeting space for the Work. Contractor may request to use TRS meetings rooms, which shall be provided by TRS as space allows. Contractor must be prepared to work remotely while onsite at TRS locations.

Contractor shall provide its own electronics and software; and is responsible for costs of printing related to the Services.

Contractor shall be required to abide by all TRS Security procedures, policies, rules and regulations in existence on the date of the execution of the Contract or as later adopted or modified by TRS (e.g., the Non-TRS Workers Policy) that are applicable to the Services and shall cooperate with TRS security personnel. For example, they must check in with TRS security upon arrival at TRS’ premise and wear their TRS issued security identification badges so that they are clearly visible at all times.

Invoicing Requirements

1. General. Contractor invoices shall comply with the invoice requirements identified in this section E, pricing and the Price Form, and requirements of the Project Statement of Work. Contractor may be required to produce documentation to justify any and all expenses. No payment shall be made under the Contract and any Project Statement of Works without the prior submission of detailed, correct invoices that have been accepted by TRS. Payment shall be made in accordance with the Texas Prompt Payment Act, Chapter 2251 of the Texas Government Code.

2. Vendor Identification Number (VIN); Payment Identification Form (W-9); and HUB Progress Assessment Report Form (PAR Form). Contractor shall obtain a Vendor Identification Number in order to receive payments issued through the Comptroller of Public Accounts of the State of Texas. Contractor shall complete and submit a Payment Identification Form (W-9) to TRS in order to receive payment. If an approved HSP is part of this Contract, a HUB Progress Assessment Report Form (PAR Form) describing the applicable subcontracting activity must be submitted with the invoice.

3. PAVES. Contractor shall use the TRS vendor portal, Procurement and Vendor E-System (“PAVES”), to submit invoices. For more information, go to: https://www.trs.texas.gov/Pages/procurement_PAVES.aspx.

4. Invoice Submission Deadline. Contractor shall aggregate Services accepted by TRS and submit them to TRS by invoice on a monthly basis no later than the 15th day of every month after Services invoiced are completed, approved, and accepted by TRS.

5. TRS-Health Consulting Fee Worksheet. The Contractor shall also complete and submit, with the PAVES invoice, the TRS-Health ‘Consulting Fee Worksheet’. The TRS-Health worksheet contains such information as the following:

a. Month/Year

b. Is this a budgeted project?

c. Budget Reference

d. Date

e. Program

f. Project Category

g. Project Subcategory

h. Employee Name

i. Title

j. Billable Hours

k. Contractual Rate

l. Billable Amount

m. Other as determined by TRS

6. Travel Reimbursement. TRS will not reimbuse for travel, meals, or lodging, or other related expenses unless specifically provided for in the Project Statement of Work. In that event, Contractor will invoice such costs to TRS based on actual expenses and TRS shall not be liable for reimbursement of expenses that: (1) were not pre-approved in writing by TRS, or (2) exceed the current State of Texas’ Travel Regulations. Receipts are required to validate invoicing.

7. Disputed Invoices. TRS may dispute an invoice by sending a notice in writing to the Contractor. TRS may make a partial payment and Disputed Invoices. TRS may dispute an invoice by sending a notice in writing to the Contractor. TRS may make a partial payment and dispute the difference on the invoice. dispute the difference on the invoice.

8. Progress Payment. A progress payment is a payment made on a portion of the Service that is part of a line item designated on the Financial Terms. Contractor’s written request for a progress payment must specifically describe the relevant portion of the Service for which a progress payment is being sought. TRS in its sole discretion may issue or refuse a progress payment.

9. Final Payment. Contractor must submit its invoice for final payment within (30) thirty days of completion of the services provided under the corresponding Project Statement of Work.

10. Cost Reimbursement. Contractor shall only be reimbursed for direct costs pertaining to the Services, as listed in an applicable Project Statement of Work and the Price Form. Direct costs are only reimbursable if they are approved by TRS prior to the time that the cost is incurred.

Implementation Plan Prior to execution of the Contract, TRS may hold a kickoff meeting with Contractor. TRS will assign a TRS Primary Contact and Contractor will assign a Contractor Primary Contact. At the kickoff meeting, TRS and the Contractor will review all the terms of the Contract and discuss matters such as the following:

a. How to perform all the tasks outlined in the Contract

b. Services of the Contract

c. Timing of delivery of the Contract Services

d. Required forms, such as insurance certificates

e. Contract terms

f. Invoicing requirements

g. Performance monitoring

h. Contract close-out process

Communication Plan.

The communication plan below outlines how TRS and Contractor will communicate throughout the term of the Contract.

a. General. Contractor shall communicate in accordance with the Statement of Work. TRS shall assign a TRS Project Manager and Contractor shall assign a Contractor Project Manager to each Project.

b. Day to Day activities. Day to Day activities shall be handled between TRS’ Project Manager, Contractor’s Project Manager, and other staff as needed.

c. Escalations. If the TRS Project Manager and the Contractor Project Manager cannot agree on a matter, the matter shall be escalated to the TRS Primary Contact and Contractor’s Primary Contact.

Contractor Staffing

Contractor shall maintain the organizational and administrative capacity and capabilities to carry out all duties and responsibilities under the Contract. Each of Contractor’s Personnel assigned to perform Services shall have the proper skill, training, and background so as to be able to perform in a competent and professional manner consistent with relevant accepted standards and practices and that all Services shall be so performed in accordance with this Contract. Contractor and its Personnel shall conduct themselves in a courteous and professional manner during performance of Services.

Contractor shall require its Personnel to comply with all applicable State and federal laws, rules, and regulations, TRS’ requests, and applicable policies, including the the TRS Code of Ethics for Contractors and all amendments or updates thereto. Contractor shall ensure that all Personnel within the US assigned by the Contract to perform Services pursuant to the Contact have valid authorization to work in the US. Any misrepresentation by Contractor of employment eligibility may result in termination of the Contract.

Contractor shall require its Personnel to execute applicable confidentiality agreements and any other required assignments, licenses, or other instruments.

Contractor Supervison/Monitoring of Personnel.

Contractor shall actively monitor the quality of Services provided by Personnel. Contractor is solely responsible for the means, methods, design, processes, procedures, and conduct of the Services and shall specifically assume all liability for any and all such Services provided by Personnel. Contractor shall ensure that a manager capable of overseeing performance of Services is present at all times and at any location where Services are to be performed. No action by TRS will transfer this responsibility to TRS. Contractor shall be liable for any violation of the Contract by any of its Personnel. If the Internal Revenue Service (“IRS”) or any other governmental agency challenges the Contractor’s independent contractor status or that of any of it’s Personell, each Party shall have the right to participate in any discussion or negotiation that occurs in the course of such a challenge.

Statement of Work Project Teams. Contractor’s Project Team, as defined in individual Project Statements of Work, and any other individuals specified for Key Personnel positions listed in the Contract are material to the performance of Services. Contractor shall provide timely written notice to TRS prior to making substitutions of Key Personnel and must receive TRS approval prior to substitution of Key Personnel, which shall not be unreasonably withheld, conditioned, or delayed. Substitutes shall be at least as qualified as the Personnel being replaced. At a minimum, Contractor Primary Contact and all Contractor Project Managers shall be considered Key Personnel.

a. Contractor Primary Contact. Contractor shall assign a dedicated Contractor Primary Contact, who shall be the lead point of contact for any and all matters specific to the Contract. The Contractor Primary Contact shall be available to respond to TRS’ needs, questions, and/or issues. The Contractor Primary Contact must remain assigned to the Contract throughout the Contract Period, unless Contractor assigns a new individual as Contractor Primary Contact due to death, extended illness, termination of employment, or TRS approves a change in Contractor Primary Contact in its reasonable discretion. In all cases, TRS reserves the right to interview the proposed replacement and, at TRS’s Sole discretion, to refuse the proposed replacement. TRS expects Contractor to minimize turnover in the Contractor Primary Contract position and to plan for and ensure adequate transition time. Contractor shall notify TRS by the close of the first business day following the date upon which Contractor learns of the Contractor Primary Contact’s departure or possible departure.

Removal of Personnel. TRS shall have the right at any time to require that Contractor remove from interaction with TRS any Contractor representative who TRS believes is detrimental to its working relationship with Contractor and to request that Contractor replace any Personnel whom TRS judges to be unprofessional, non-compliant, incompetent, careless, unsuitable, or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the State and TRS. TRS shall provide Contractor with notice of its determination, and the reasons it requests the removal. If TRS signifies that a potential security violation exists with respect to the request, Contractor shall immediately remove such Personnel from providing Services and from access to Services.

Upon receipt of a formal written request from TRS’ Primary Contact, Contractor shall propose to TRS a replacement with the same or similar expertise as the individual being replaced who shall perform the Services required by the Contract, subject to the approval of TRS.

Resumption of State Service by a Retiree.

Contractor agrees, to the extent necessary for TRS to comply with Chapter 812 of the Texas Government Code, Subchapter C (Resumption of State Service by a Retiree), to provide individual social security numbers (SSNs) for all persons performing Services. Any SSN provided to TRS shall only be provided to a representative of TRS’ Organizational Excellence (OE) Office (also known as human resources office).

Business Partners.

Contractor shall identify and provide to TRS a list of all of its strategic business partners related to Services provided under the Contract who shall be involved in any application/development and/or operations, including all subcontractors or other entities or individuals who may be a part to a joint venture or similar contract with Contractor.

Subcontractors.

Contractor may not use a subcontractor on this Contract without first receiving written approval from TRS regarding the proposed subcontractor. If Contractor is required to submit a HUB Subcontracting Plan (HSP) and the proposed subcontractor is not listed on the HSP, an amendment of the HSP will be required. Any substitution of Personnel or subcontractors that requires an amendment of the Contractor’s approved HSP must receive prior approval from TRS and comply with the good faith effort requirements of the Texas Administrative Code, 34 T.A.C. § 20.285, before the substitution takes place. Any work to be performed by such proposed subcontractor may not be initiated until the subcontractor has been added to the HSP. If this Contract requires an approved HSP, Contractor shall be required to submit a Progress Assessment Report (“PAR”) form monthly and with each invoice reflecting all payments made to subcontractors. TRS may verify the amounts being reported as paid by requesting copies of canceled checks paid to subcontractors.

Contractor Backgroud checks.

Contractor shall conduct, at Contractor's expense, as applicable, per TRS’ Criminal Background Check Policy.

Performance Tracking

TRS shall consider Contractor performance during the life of the Contract. Furthermore, at the end of the Initial Term and each time before a renewal option is exercised, TRS may provide written feedback to Contractor on Contractor’s performance.

TRS may prepare written evaluations of Contractor’s performance for use in the selection criteria for future contracts. Contractor acknowledges that these evaluations are made on a subject in which TRS and its officers and employees have an interest or duty; and are made for the purpose of communicating with other persons having a corresponding interest or duty. TRS may provide this information to state agencies and others.

All areas of responsibility and all Contract requirements shall be subject to performance evaluations/reviews by TRS. Performance evaluations/reviews shall be conducted at the discretion of TRS at any time and may relate to any responsibilities and/or requirement of the Contract. Contractor shall provide any assistance TRS reasonably requires to complete such performance evaluations/reviews.

If substantial deficiencies are identified by TRS regarding Contractor performance or competence in the delivery of Services performed under the Contract, TRS may exercise contractual remedies. TRS reserves the right of non-renewal or early termination of the contract for substandard performance. If Contractor fails to meet Contract goals and expected results, TRS may reduce the scope of or terminate the Contract at no cost or penalty to TRS.

TRS also reserves the right to publish and distribute results of the performance reviews or other quality or compliance reviews in accordance with 34 Texas Administrative Code section 20.509.

TRS shall monitor Contractor’s performance through out the Contract Period and use the results of this monitoring to evaluate Contractor’s ability to provide adequate Services to TRS in this Contract or future contracts. If TRS finds, as a result of such monitoring,Contractor fails to meet contract goals and expected results, TRS may exercise remedies including reducing the scope of or terminating the Contract at no cost or penalty to TRS.

When assessing performance, TRS retains sole authority to determine whether the Contractor’s performance under the Contract is adequate. Contractor, at a minimum, shall:

1. Comply with every Statement of Work issued under the Contract;

2. Meet or exceed Performance Guarantees;

3. Provide TRS with written notice of any known or potential issues with service performance within twenty four (24) hours of Contractor becoming aware of any such issues;

4. At TRS’ request, provide TRS with a corrective action plan to resolve any known or potential service performance issues and status updates;

5. Timely respond to TRS staff questions within one to two business days;

6. Immediately notify the TRS-Primary Contact and TRS Project Manager if delay in Services completion is foreseen. TRS reserves the right to extend the timeframe for delivery of Services, at the sole discretion of TRS. Default in promised Services completion or failure to meet specifications, authorizes TRS to purchase the same or similar Services elsewhere and charge the full increase in cost to defaulting Contractor; and

7. Provide TRS reasonable access to inspect the Services at any point in its progress.

Procedures for Projects under the Scope of Work

Introduction

TRS may order Work within the Scope of Work described in this Contract by issuing Statements of Work for individual Projects. TRS will not pay for any Work under this Contract unless it is performed in accordance with a Statement of Work as described below. There is no guaranteed minimum amount of Work or Statements of Work.

Project Statement of Work

At any time during the Contract, TRS may issue a Project…