NWCSB - Health Insurance Brokerage Services RFP 2024.pdf

REQUEST FOR PROPOSALS

ISSUE DATE: January 26th, 2024

ISSUE TITLE: Health Insurance Brokerage Services

ISSUING AGENCY: Northwestern Community Services Board 209 W. Criser Road, Suite 300 Front Royal, VA 22630

CONTRACT PERIOD: July 1, 2024, through June 30, 2025, with 3 one-year renewal options.

Sealed proposals will be received for furnishing services described herein until February 23rd, 2024, at 2:30 p.m.

All inquiries for information should be directed to:

Bonnie Mihill, Purchasing Agent Northwestern Community Services Board 209 W. Criser Rd., Suite 300 Front Royal, VA 22630 Telephone: 540-636-4250, Ext. 2247 Email: bonnie.mihill@nwcsb.com

If Proposals are mailed, send directly to the Purchasing Agent at the address shown above. If Proposals are hand delivered, deliver to the address shown above. Envelopes should be marked “Health Insurance Brokerage Proposal”. Additionally, proposals can be submitted electronically in eVA at the following link: www.eva.virginia.gov. Please note: if you are not registered with eVA, please allow enough time to do so prior to the proposal deadline. We will not be able to accept proposals after the deadline resulting from delays due to eVA registration.

PROCESS AND TIMELINE: The Northwestern Community Services Board plans to make a final decision regarding their Health Insurance Broker by March 8th, 2024, and plans to hold employee open enrollment meetings May 6th – May 17th, 2024.

As such, the following tentative timeline has been established:

01/26/2024 Request For Proposals (RFP) Released 02/06/2024 Optional Pre-bid Conference @ 9:00a.m.

02/08/2023 Closing Date for Questions until 2:30p.m.

02/09/2024 Final Addendums Posted by COB 02/23/2024 RFP Responses Due by 2:30p.m.

03/04/2024 Oral Presentations (if needed) will be held March

4th – March 7th 2024 03/08/2024 03/20/2024

Announcement of Intent to Award Oral Presentation to Board of Directors mailto:bonnie.mihill@nwcsb.com http://www.eva.virginia.gov/

It is the Offeror’s responsibility to assure that proposals are received at the location indicated by the date and time above, regardless of the method of transmission chosen. This complete document with all attachments must accompany your proposal, with all information and signatures applied as required.

OPTIONAL PRE-BID CONFERENCE: An optional pre-bid conference will be held via Microsoft Teams on Tuesday, February 6th, 2024, at 9:00 a.m. Contact purchasing agent for Microsoft Teams invite.

In compliance with this Request for Proposals and to all the conditions imposed herein and herein incorporated by reference, the undersigned offers and agrees to furnish the goods and services in accordance with the attached signed proposal or as mutually agreed upon by subsequent negotiation.

Offeror Name and Address:

Date:

By:

(Signature in Ink)

Name (Printed/Typed)

Telephone No.:

Title:

FEI/FIN Number:

Years in Business:

*Offeror DOES DOES NOT consider his/her firm to be a minority owned business.

Offeror IS IS NOT certified as a minority business by the Virginia Department of Minority Business Enterprise.

*Offeror DOES DOES NOT consider his/her firm to be a woman owned business.

Offeror IS IS NOT certified as a woman business by the Virginia Department of Minority Business Enterprise.

*Optional Information: Minority contractors are encouraged to submit proposals; however, minority or woman-owned status does not influence award.

TABLE OF CONTENTS

1.0 PURPOSE Pg. 4

2.0 BACKGROUND Pg. 4

3.0 STATEMENT OF NEEDS: Pg. 4

4.0. REPORTING AND DELIVERY REQUIREMENTS Pg. 5

5.0 PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS Pg. 5

6.0 EVALUATION AND AWARD CRITERIA Pg. 6

7.0. GENERAL TERMS AND CONDITIONS Pg. 7

8.0 SPECIAL TERMS AND CONDITIONS Pg. 10

9.0 METHOD OF PAYMENT Pg. 12

1.0 PURPOSE: The purpose of this Request for Proposals (RFP) is to contract with one insurance broker (Contractor) to administer, provide support, and obtain quotes for benefits and insurances included in agency's medical plan. Ability to provide a self-funded plan option is required. All coverage and services to be in place by July 1, 2024. Additionally, the broker will be required to provide updates, navigation, and technical support specific to the Affordable Care Act and updates on IRS regulations as related to the agency's Medical Plan.

At no time during this solicitation are insurance brokers or their representatives to contact any insurance companies or underwriters with the intent to limit other potential brokers access to information or limit their ability to obtain coverage if selected as our broker. Contact with companies or underwriters may be made with the intent to obtain information or guidance with respect to acceptability or underwriting requirements. The Offeror to whom the contract is awarded will have full access to the insurance market at that time. Broker of record letters will be provided after the contract has been awarded. Current Medical Insurance plans listed in Exhibit A

2.0 BACKGROUND: Northwestern Community Services Board (CSB) provides behavioral health services to approximately

6,000 persons in the counties of Clarke, Frederick, Shenandoah, Page and Warren, and the City of Winchester.

Currently, there are approximately 250 eligible employees for insurance coverage, with 132 participating in our health plan, 105 in our dental plan, and 105 in our vision plan. Retirees with 15 or more years of service, and their spouses, are allowed to remain on the group health plans until eligible for Medicare. There are currently no retirees covered under our plan, nor do we have any FTE’s (full time equivalents accord to ACA) enrolled in health insurance at this time.

3.0 STATEMENT OF NEEDS: It is desired that the Contractor provide health, vision and dental insurance coverage as well as Flex Plan Administration and related services based on the information in this RFP. Ability to assist with electronic enrollments is desired.

3.1 Insurance Requirements: Northwestern is requesting coverages as outlined in Exhibit A.

3.2 Open Enrollment Meetings: In-service meetings during the agency's open enrollment period are expected of the successful insurance company and its representatives to explain the program to all Northwestern Community Services employees.

3.3 Claims Adjustment Services: The broker must represent CSB interest in resolving disputed claims and troubleshoot other employee issues such as incorrect personal information, obtaining replacement insurance cards, etc., as well as assisting with the determination of qualifying events.

3.4 Flex Plan Administration: Currently Northwestern’s Flex Plan (Cafeteria Plan) is administered for a monthly cost per participant and covers full plan administration. There are currently 64 staff enrolled in the Flex Plan.

The agency's Flex Plan may include the following:

• Health Insurance

• Dental Insurance

• Vision Insurance

• Prescription Drug Insurance

• Wellness Program

• Personal Cancer Care Indemnity/Critical Illness

• Accident Care

• Hospital Indemnity

• Short Term Disability

• Medical Expense Reimbursement

• Dependent Care Reimbursement

• Health Savings Account

• COBRA

• EAP (Employee Assistance Program)

3.5 Affordable Care Act: The broker must maintain current knowledge of the Affordable Care Act (ACA) and be able to provide CSB with guidance and technical support in navigating the ACA. Technical support would include, but not be limited to calculation of the annual PCORI fees for the Agency, assistance with annual 1095 filings, and discrimination testing for the flexible spending plan, among other tasks. Broker will notify CSB of any changes in a timely manner.

3.6 Annual Benefits Guide: The broker is responsible for the timely production, publication, and dissemination of the Agency’s Annual Benefits Guide (example attached as Exhibit C).

4.0 REPORTING AND DELIVERY REQUIREMENTS: It is desired that the Contractor provide health, vision and dental insurance coverage as well as Flex Plan Administration and related services based on the information in this RFP.

Ability to assist with electronic enrollments is desired.

Coverage Recommendations: For potential renewal years, one hundred eighty days prior to the expiration or anniversary of any existing coverage, the Contractor will present recommendations concerning the renewal or anniversary, unless otherwise negotiated between the two parties. The Contractor shall present at least two quotations from different insurance companies for each expiring policy. The Contractor shall provide an analysis of each quotation, the advantages, and disadvantages of each and make a recommendation as to which should be accepted.

5.0 PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS:

General Instructions:

RFP Response: To be considered for selection, Offerors must submit a complete response to this RFP via previous instructions. Additionally, each mailed proposal submitted to NWCSB must contain One (1) original and (4) copies.

No other distribution of the proposal shall be made by the Offeror.

Proposal Preparation:

Proposals shall be signed by an authorized representative of the Offeror. All information requested should be submitted. Failure to submit all information requested may result in the purchasing agency requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by NWCSB. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be placed on completeness and clarity of content.

Ownership of all data, materials and documentation originated and prepared for NWCSB pursuant to the RFP shall belong exclusively to NWCSB and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets of proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protection of Section 2.2-4342.F of the Code of Virginia, in writing, either before or at the time the data is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line-item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection and return of the proposal.

5.1 Specific Requirements:

Proposals should be as thorough and detailed as possible so that NWCSB may properly evaluate the services.

Offerors are required to submit the following items as a complete proposal:

The return of the RFP cover sheet and all addenda acknowledgements, signed and completed as required.

A narrative statement as to the Offeror’s qualifications to perform the work listed in the State of Needs. In addition, if the Offeror anticipates using a subcontractor(s), the same information must be submitted concerning the proposed subcontractor(s). This narrative must address the following:

Description of the background and experience of the Offeror and any proposed subcontractor(s). This should include the number of years performing this service. Current annual reports should be included.

Names, addresses, telephone numbers and individual contacts of at least three current accounts of similar size and complexity handled by the Offeror and subcontractor(s) servicing office.

Resumes of staff personnel to be assigned to this contract. This should describe their anticipated roles in serving the account. Include an organizational chart showing internal relations as well as relations with any subcontractors or insurers.

Each Offeror shall provide a current annual financial report and the previous year’s report and a statement regarding any recent or “foreseeable” mergers or acquisitions.

Describe, in detail, the technical approach and timeline that will be used in implementing and completing this project.

Offerors shall provide all License, Maintenance and Support Agreements including those that are for third party software that will be used to meet NWCSB’s requirements.

Offeror must specify how customer service issues raised by the Contractor’s contact will be resolved.

6.0 EVALUATION AND AWARD CRITERIA:

Criteria Points Qualifications of offeror and proposed subcontractor(s). 5.0 Experience in providing the desired insurance and related services with similar entities. 5.0 Demonstration of understanding of the scope of work requested. 5.0 Capacity to perform the work within the time frame and budget. 5.0 Legal reporting and compliance. 5.0 References. 5.0 Pricing 5.0 Total 35.0

7.0 GENERAL TERMS AND CONDITIONS:

7.1 Procurement Regulations: This solicitation is subject to the provisions of the purchasing regulations of NWCSB and any revisions thereto, which are hereby incorporated into this contract in their entirety. A copy of these regulations is available for review at the purchasing office by calling 540-636-4250, Ext. 2247

7.2 Applicable Laws and Courts: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The Contractor shall comply with applicable federal, state and local laws and regulations.

7.3 Compliance:

7.3.1 General Compliance Provision: By signing this Proposal, the Offeror certifies that it is and will remain in full compliance with:

The Federal Civil Rights Act of 1964, as amended.

The Federal Immigration Reform and Control Act of 1986.

The Virginia Fair Employment Act of 1975, as amended, where applicable.

The Virginia Conflict of Interest Act.

The Virginians with Disabilities Act.

The Americans with Disabilities Act.

Section 2.2-4311 (Employment Discrimination Act) Section 2.2-4311.1 (Compliance with Immigration Law) Section 2.2-4311.2 (Compliance with VA SCC registration) Section 2.2-4312 (Drug free workplace) Section 2.2-4354 (Payment to Subcontractor) of the Virginia Public Procurement Act.

Sections 2.2-4367 and 2.2-4377 (Ethics in Public Contracting) of the Virginia Public Procurement Act.

The Antitrust laws of the United States and the Commonwealth of Virginia.

7.4 Non-Discrimination: By submitting their proposals, Offerors certify to NWCSB that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Act of 1975, as amended, where applicable, the Virginians with Disabilities Act, the Americans with Disabilities Act and Section 2.2-4311 of the Virginia Public Procurement Act. If the award is made to a faith-based organization, the organization (i) shall not discriminate against any recipient of goods, services, or disbursements made pursuant to a contract authorized by this section on the basis of the recipient's religion, religious belief, or refusal to participate in a religious practice or on the basis of race, age, color, gender, sexual orientation, gender identity, or national origin and (ii) shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. Nothing in clause (ii) shall be construed to supersede or otherwise override any other applicable state law. (Code of Virginia, §2.2-4343.1).

In every contract over $10,000 the provisions in a. and b. below apply:

a. During the performance of this contract, the Contractor agrees as follows:

• The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

• The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer.

• Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section.

b. The Contractor will include the provisions of a. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

7.4.1 Immigration Reform and Control Act of 1986: By submitting their proposals, the Offerors certify that they do not and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

7.5 Compliance with VA SCC Registration: An offeror organized or authorized to transact business in the

Commonwealth pursuant to Title 13.1 or Title 50 of the Code of Virginia shall include in its bid the identification number issued to it by the State Corporation Commission. Any offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law shall include in its bid a statement describing why the offeror is not required to be so authorized. Any offeror described herein that fails to provide the required information shall not receive an award unless a waiver of this requirement and the administrative policies and procedures established to implement this Article is granted by the chief executive officer of Northwestern Community Services Board.

7.6 Antitrust: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to NWCSB all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by NWCSB under said contract.

7.7 Drug-Free Workplace: During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

7.8 Ethics in Public Contracting: By submitting their proposals, Offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value were exchanged.

7.9 Debarment Status: By submitting their proposals, Offerors certify that they are not currently debarred from submitting proposals on contracts by any agency of the Commonwealth of Virginia, nor are they an agent of any person or entity that is currently debarred from submitting proposals on contracts by any agency of the Commonwealth of Virginia.

Mandatory Use of NWCSB’s Forms, Terms and Conditions: Failure to submit a proposal on the official form provided for that purpose may be a cause for rejection of the proposal. Return of the complete document is required. Modification of or additions to any portion of the solicitation may be cause for rejection of the proposal;

however, NWCSB reserves the right to decide on a case-by-case basis, in its sole discretion, whether to reject such a proposal.

7.10 Clarification of Terms: If any prospective Offeror has questions about the specifications or other solicitation documents, the prospective Offeror should submit those questions to the buyer whose name appears on the face of the solicitation no later than 2:30pm February 8, 2024. Any revisions to the solicitation will be made only by addendum issued by the buyer. Any unauthorized contact concerning this solicitation with a NWCSB representative, other than the purchasing agent named on page one of this solicitation is prohibited and may disqualify your firm from this procurement.

7.11 Precedence of Terms: Except for Paragraphs titled Procurement Regulations, Applicable Law and Courts, Compliance, Debarment Status, Mandatory Use of NWCSB Forms and Terms and Conditions, and Precedence of Terms herein, which shall apply in all instances, in the event there is a conflict between the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

7.12 Assignment of Contract: A contract shall not be assignable by the Contractor in whole or in part without the written consent of NWCSB.

7.13 Qualifications of Bidders or Offerors: NWCS may make such reasonable investigations as deemed proper and necessary to determine the ability of the Bidder or Offeror to perform the work/furnish the item(s) and the Bidder or Offeror shall furnish to NWCSB all such information and data for this purpose as may be requested.

NWCSB further reserves the right to reject any bid or proposal if the evidence submitted by, or investigations of, such Bidder or Offeror fails to satisfy NWCSB that such Bidder or Offeror is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s) contemplated therein.

7.14 Changes to the Contract: By written notice to the Contractor, NWCSB may from time to time make changes, within the general scope of the contract, in the services provided by the Contractor. The Contractor shall promptly comply with the notice and shall perform services in conformity to the notice. If any such change causes an increase or decrease in the Contractor’s cost of performance, an equitable adjustment in the payment rate shall be negotiated and the contract modified accordingly by written supplemental agreement.

7.15 Testing and Inspection: NWCSB reserves the right to conduct any audit/inspection it may deem advisable to assure services conform to the specification.

7.16 Default: In case of failure to deliver goods or services in accordance with the contract terms and conditions, NWCSB, after due oral and written notice to the Contractor, may procure goods or services from other sources and hold the Contractor responsible for any resulting additional costs. This remedy shall be in addition to any other remedies which NWCSB may have.

7.17 Non-Discrimination of Contractors: An Offeror or Contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, gender, national origin, age, or disability or against faith-based organizations. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

7.18 Taxes: Sales to NWCS are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall be free of Federal excise and transportation taxes.

7.19 Announcement of Award: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, NWCSB will publicly post such notice on the agency’s website for a minimum of 10 days. NWCSB reserves the right to make to a single award or to award portions to multiple contractors as determined to be in the best interests of NWCSB.

8.0 SPECIAL TERMS AND CONDITIONS:

8.1 Best and Final Offer: At the conclusion of negotiations the offeror(s) may be asked to submit in writing, a best and final offer (BAFO). After the BAFO is submitted, no further negotiations shall be conducted with the offeror(s).

The offeror’s proposal will be rescored to combine and include the information contained in the BAFO. The decision to award will be based on the final evaluation including the BAFO.

8.2 Bid Acceptance Period: Any bid in response to this solicitation shall be valid for ninety (90) days. At the end of the ninety (90) days the bid may be withdrawn at the written request of the Bidder. If the bid is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled.

8.3 Confidentiality and Records: The Contractor assures that information and data obtained, to include personal facts and circumstances related to clients and agency staff, shall be considered confidential, during and following the term of this agreement, and will not be divulged without NWCSB’s written consent and then only in strict accordance with prevailing laws. The Contractor shall hold all information provided by NWCSB as proprietary and confidential and shall make no unauthorized reproduction or distribution of such material. Upon termination of this agreement and/or within 30 days of receipt of final payment for services, all materials, data, and information in the possession of the Contractor, provided to or obtained by the Contractor during the performance of this agreement and to satisfy the requirements of this agreement, shall be provided to the Purchasing Agent in hardcopy and/or electronic form. Except where law allows, the Contractor shall not retain hard copies of the material, data and information and all electronic stored material, data and information shall be expunged from equipment and systems retained by the Contractor.

8.4 Criminal History: NWCSB reserves the right to restrict activities required to provide the services herein to only those persons who are without criminal conviction. This restriction shall not relieve the contractor of any requirements herein. Upon request of NWCSB, the contractor shall obtain a criminal history background check on any person, employee or subcontractor used for the delivery of services herein. NWCSB may, in its sole decision, determine that an individual possessing a criminal conviction poses no risk or threat to NWCSB, its employees or clients, and may waive this restriction on a case-by- case basis.

8.5 Contractor License Requirement: By my signature on this solicitation, I certify that this firm/individual is properly licensed for providing the goods/services specified.

8.6 Integration and Modification: This contract constitutes the entire agreement between the Contractor and the

Purchaser. No alteration, amendment, or modification in the provisions of this agreement shall be effective unless reduced to writing, signed by the parties and attached hereto.

8.7 Limitation of Liability: To the maximum extent permitted by applicable law, the contractor’s liability under this contract for loss or damages to government property caused by use of any defective or deficient supplies, products, equipment and/or services delivered under this contract shall not exceed the actual cost of the loss.

The contractor will not be liable under this contract for any indirect, incidental, special, or consequential damages, or damages from loss of profits, revenue, data or use of the supplies, equipment and/or services delivered under this contract. The above limitation of liability is per incident. The limitation and exclusion of damages in the foregoing sentences will not apply, however, to liability arising from: (a) personal injury or death; (b) defect or deficiency caused by willful misconduct or negligence on the part of the contractor; or (c) circumstances where the contract expressly provides a right to damages, indemnification or reimbursement.

8.8 Severability: Each paragraph and provision of this agreement is severable from the entire agreement, and if any provision is declared invalid, the remaining provisions shall nevertheless remain in effect.

8.9 Insurance: By signing and submitting a proposal under this solicitation, the vendor certifies that if awarded the contract, it will have the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the Contract, NWCSB reserves the right to require the Contractor to furnish certificates of insurance for the coverages required by NWCSB and the Commonwealth as indicated. See Exhibit - B for NWCSB’s Insurance Requirements

8.10 Availability of Funds: It is understood and agreed between the parties herein that NWCSB shall be bound hereunder only to the extent of the funds available, or which may hereafter become available for the purpose of this agreement.

8.11 New Products: Unless otherwise expressly stated in this solicitation, any equipment furnished under the contract shall be new, unused equipment. Any software provided under the contract shall be the latest version available to the general public as of the due date of this solicitation. This includes consumables.

8.12 Product Substitution: During the term of any contract resulting from this solicitation, the vendor is not authorized to substitute any item for that product and/or software identified in the solicitation without the prior written consent of the Information Technology Manager whose name appears on the front of this solicitation, or their designee.

8.13 Qualified Repair Personnel: All warranty or maintenance services to be performed on the items specified in this solicitation as well as any associated hardware or software shall be performed by qualified technicians properly authorized by the manufacturer to perform such services. NWCSB reserves the right to require proof of certification prior to award and at any time during the term of the contract.

8.14 Software Upgrades: NWCSB shall be entitled to any and all, firmware, driver, patches and software upgrade versions covered in the contract that becomes available from the OEM supplier or contractor. The maximum charge for upgrade shall not exceed the total difference between the cost of NWCSB's current version and the price the contractor sells or licenses the upgraded software under similar circumstances.

8.15 Title to Software: By submitting a bid or proposal, the bidder or offeror represents and warrants that it is the sole owner of the software or, if not the owner, that it has received all legally required authorizations from the owner to license the software, has the full power to grant the rights required by this solicitation, and that neither the software nor its use in accordance with the contract will violate or infringe upon any patent, copyright, trade secret, or any other property rights of another person or organization.

8.16 Warranty Against Shutdown Devices: The contractor warrants that the equipment and software provided under the contract shall not contain any lock, counter, CPU reference, virus, worm, or other device capable of halting operations or erasing or altering data or programs. Contractor further warrants that neither it, nor its agents, employees, or subcontractors shall insert any shutdown device following delivery of the equipment and software.

8.17 Cancellation of Contract: Any agreement resulting from this solicitation may terminated without penalty, in part or in whole, at any time by NWCSB for any reason or for no reason, upon ninety (90) days advance written notice to the Contractor. The Contractor shall be compensated ratably for any services and/or work performed prior to termination, in the event of termination.

8.18 Acceptance of Terms and Conditions: Offerors must submit as a separate section with their proposal any exceptions to NWCSB’s Terms and Conditions as set forth above.

9.0 METHOD OF PAYMENT:

Compensation to the Contractor for services will be through arrangement between Contractor and NWCSB generated monthly based on invoicing from the Contractor.

9.1 PAYMENTS TO SUBCONTRACTORS:

The contractor is obligated to take one of the two following actions within seven days after receipt of amounts paid to the contractor by NWCSB for work performed by any subcontractor under the contract:

a) Pay the subcontractor for the proportionate share of the total payment received from NWCSB attributable to the work performed by the subcontractor under the Contract; or

b) Notify NWCSB and the subcontractor, in writing, of the contractor's intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

The contractor is obligated to pay interest to the subcontractor on all amounts owed by the contractor to the subcontractor that remain unpaid after seven days following receipt by the contractor of payment from NWCSB for work performed by the subcontractor under the contract, except for amounts withheld as allowed in subparagraph b, above. Unless otherwise provided under the terms of the contract, interest shall accrue at the rate of one percent per month.

The contractor shall include in each of its subcontracts, if any are permitted, a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor. The contractor's obligation to pay an interest charge to a subcontractor pursuant to this paragraph may not be construed to be an obligation of NWCSB. A contract modification may not be made for the purpose of providing reimbursement for such interest charge. A cost reimbursement claim may not include any amount for reimbursement for such interest charge.

All contractors, if a proprietorship, partnerships and/or corporations shall provide NWCSB with its federal employer identification number, or if an individual contractor, their social security number.

NWCSB reserves the right to reject any and all proposals.