RFX 3160007100 PROCUREMENT FILE PART1 OF 3.pdf

Decision Support and Related Health Care Analysis Consulting Services Contract 2025 Page 1 of 30

Decision Support and Related Health Care Analysis Consulting Services Contract

This Decision Support and Related Health Care Analysis Consulting Services Contract (Contract) is made by and between the Mississippi State and School Employees Health Insurance Management Board (Board), acting administratively through the Mississippi Department of Finance and Administration (MDFA), and Truven Health Analytics, LLC a/k/a Merative US L.P. (Contractor), effective July 1, 2025, under which the Contractor agrees to provide decision support and related health care analysis consulting services to the Board relating to the Mississippi State and School Employees’ Life and Health Insurance Plan (Plan), and any other plans/programs for which the Board is or becomes responsible during the term of this Contract, subject to the following terms and conditions:

1. Responsibilities of the Contractor

The Contractor agrees to perform all services required in this Contract between the Contractor and the Board/MDFA in accordance with customary and reasonable industry standards as well as in strict conformance to all laws, statutes, and ordinances and the applicable rules, regulations, methods and procedures of all government boards, bureaus, offices, and other agents whether currently in place, updated and replaced, or newly created. The Contractor shall be responsible for the complete performance of all work; for the methods, means, and equipment used; and for furnishing all materials, tools, apparatus, and property of every description used in connection therewith. No statement within this Contract shall negate compliance with any applicable governing regulation. The absence of detail specifications or the omission of detail description shall be recognized as meaning that only the best commercial practices are to prevail and that only first quality materials and workmanship are to be used.

The Contractor shall provide the following services, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

A. Assign a Contractor Account Representative to work directly with the MDFA Representative, B. Assist the Board by providing access to a health care database that integrates information collected from the Plan’s third-party administrator, pharmacy benefit manager, and medical management vendor to support various analyses including claims expense and utilization analysis, benchmarking against valid comparable standards (national norms, regional norms, etc.), plan and program evaluation, benefit design and modeling, etc. The Contractor must provide expertise to identify trends in the medical data and to make recommendations based on analysis of those trends, as well as assisting in constructing analyses to evaluate the impact of proposed or previously implemented benefit changes, etc.

C. Provide a full range of analytical products and support including consulting services related to claims expense and utilization analysis, bench-marking against valid comparable standards (national norms, regional norms, etc.), plan and program evaluation, benefit design and modeling, financial management, utilization analysis at the clinical level for inpatient and outpatient services, as well as plan quality performance measurement such as contained in the National Committee for Quality Assurance Healthcare Effectiveness Data and Information Set (HEDIS) efforts.

D. Receive and archive (import) all of the Plan’s historical eligibility and claims data from the Board’s current Decision Support and Related Health Care Analysis Consulting Services Vendor, Health Data & Management Solutions, Inc.

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E. Receive, ingest, and collect the Plan’s eligibility, claims, biometric, provider, and disease management data from the Board’s third-party administrator and medical management vendors as well as claims data and supplemental pharmacy claims data from the Plan’s pharmacy benefit manager, at least on a monthly basis.

F. Collect any other pertinent data that may be relevant to the Plan.

G. Maintain on-line access to at least the most recent sixty (60) months of claims data.

H. Maintain all historical data received during the term of this Contract and provide a methodology satisfactory to the Board to archive and retrieve historical data at no additional cost to the Board. All historical claims and enrollment data shall remain the property of the Board and shall be returned to the Board upon contract expiration.

I. Provide consulting and analytical support, which is an integral and critical component of the services being requested from the Contractor. The Contractor shall provide the necessary staff to address routine inquiries, prepare reports, and work with MDFA staff on a continuing basis to assist staff in fully utilizing the analytical and reporting capabilities. The Contractor is expected to routinely review the Plan’s data and provide detailed reports and recommendations regarding areas where additional analysis may be warranted, potential for reduction of costs may be identified, important trends are identified, etc. In addition, the Contractor is expected to provide expert health care-related consulting services and analytical support of a more technical nature as requested by the Board.

J. Assign a dedicated account manager to participate in activities relative to all aspects of this Contract between the Board and Contractor and to meet with the Board on a quarterly basis to review services and make recommendations regarding services and/or programs.

K. Provide training of their system’s capabilities at the Board’s office by an experienced trainer. The

Board shall not be responsible for any training and travel costs. Training must be provided for designated personnel. Prior to the commencement of the service period, and after execution of the contract, the Contractor will provide initial training on the decision support system. The initial training schedule shall be provided no later than ten (10) business days after the go-live date, and shall include the following: course outlines including objectives, scope and subject material to be taught, hands-on detailed applications training with emphasis on user-generated reporting and course material to include manuals and texts necessary for training shall be retained by each attendee. The training will be dynamic in nature and will continue into the contract service period.

L. Provide training on enhanced functionality and service delivery with each major revision or upgrade of the system used to perform analyses and produce reports.

M. Maintain a data quality assurance program for reviewing and reconciling data received from the Board's vendors to ensure completeness and accuracy. In addition, establish a process to match employee data between the claims and eligibility files when there is incomplete identifying key information (i.e., when there is a missing Social Security Number from one or the other files, or some other reason for the mismatch).

N. Agree to immediately (within 24 hours) notify the Board upon becoming aware of any data breach and/or unauthorized access related to information and services provided under this Contract.

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O. Provide adequate security protocols and data protection measures to assure that all data is secure from unauthorized outside access and system breeches.

P. Maintain appropriate disaster recovery and business continuity procedures as necessary to assure preservation and continuous availability of the data.

Q. Provide management reports to the Board on a quarterly basis in a format acceptable to the Board.

R. Cooperate with the Board and all other vendors of the Board with respect to on-going activities and in any transition of responsibilities.

S. Notify the Board and receive approval from the Board prior to: (a) using the Board’s name or the name of the Plan, or Plan benefit information in any publication or printed material, or (b) any publication or printed material being mailed or provided directly to Plan participants, or (c) any change being made to the core services provided by Contractor pursuant to the Contract. If the Contractor violates any one of these material terms, the Board may deem the Contractor in default and shall have the right to terminate the contract, in whole or in part, for cause and to forgo any payments in excess of fair compensation for work already completed and accepted by the Board in accordance with Item 27, Termination for Default, of this Contract.

T. As requested by the Board, provide other such services for which the Contractor has the technical capability to render.

U. Provide an annual Statement on Standards for Attestation Engagements (SSAE) No. 16 report or equivalent prepared by a qualified CPA firm at its own expense for each year of the term of this Contract.

V. Provide access to the system for a minimum of eight (8) designated users that may include the Plan’s actuary and/or consultant for purposes of performing analytical work for the Plan.

W. Provide multiple levels of access of security clearance so that certain groups of Board users have individual participant level access while other system users only have access to de-identified (per HIPAA specifications) information (tiered access).

X. Must have the following general system features and requirements (your company’s analysis and reporting system and related services must include):

1. Accessible by up to eight (8) users using Microsoft Windows based personal computers

2. User friendly

3. Capable of maintaining medical and pharmacy claims data

4. Ad hoc report building capability with graphic presentation ability

5. Allow exporting data to Microsoft Office applications such as Excel and Access

6. Able to integrate claims information, enrollment information, and wellness data

7. Allow for independent analysis and study, providing “drill-down” capabilities to the level of individual participant or provider

8. Ability to subset the data on various levels to allow flexibility in reporting

9. Allow for customization to meet the specific needs of the Board

10. Provide technical support, as well as health care consulting support to assist the Board with identifying areas of analysis, and designing project specifications for more complex projects requiring expertise in such areas as health plan quality assessment, and outcomes evaluation

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11. Maintain enrollment and provider data

12. Ability to provide HEDIS measurements

13. Maintain and track the enrollment and claims associated with participants in the disease management program, wellness program, or other specific programs

Y. Allow the Plan’s actuary and/or consultant to have access to your system for the purposes of performing analytical work for the Plan.

Z. Must have/provide the following functional system requirements:

1. Ability to link all claims related to hospital admission

2. Ability to link all claims related to outpatient episodes of care

3. Ability to assign Major Diagnosis Categories (MDC) to inpatient cases and outpatient services

4. Ability to assign Diagnostic Related Groups (DRG) to inpatient cases

5. Ability to link family participants

6. Ability to provide audit trails

7. Ability to edit data for reasonableness and accuracy

8. Ability to link eligibility data to claims data

9. Ability to report claims information on both incurred and paid bases

10. Ability to maintain detailed information regarding drug claims including, front end deductibles, ingredient costs, dispensing fees, and co-payments

11. Ability to link medical claims data to pharmacy claims by individual, family, sub-groups, etc.

12. Ability to provide cross-links to all participant and provider demographic and geographic indicators

13. Ability to provide cross-links to all claims related to Ambulatory Surgical Centers (ASC), and outpatient hospital surgical settings reimbursed on an ASC basis

14. Ability to provide links to drug claims by National Drug Code (NDC) codes, therapeutic groups, and therapeutic classes

15. Ability to provide and maintain current generic, brand, and scientific names for prescription drugs from a link to NDC codes

16. Ability to classify ambulatory facility services into ASC/Ambulatory Payment Classification

(APC), and/or Ambulatory Payment Group (APG) codes/payment groups

17. Ability to allow reporting of population by age

18. Ability to allow for comparisons of Plan data to regional norms and have the capability for automatic (on-line) case-mix, age-sex, and severity adjustments to ensure accuracy of analysis

19. Ability to provide links to utilization by rate codes (define premiums by classes such as actives versus retirees/COBRA/Medicare eligible) and all other divisions of contract types (define employee coverage across eligibility variables)

AA. Must have the ability to support the following components of the managed care program evaluation:

1. Cost and use performance of specified physicians and hospitals. The system should allow for the adjustment of case-mix in providing accurate comparisons among providers. Explain the methods for case-mix adjusting.

2. Use of in-network and out-of-network services by participants

3. Specific negotiated payment discount arrangements

4. Accessibility of network providers

5. Performance by specific provider

6. Disease management program

7. Future benefits changes such as deductible/co-pay, adding or deleting coverage, etc., to facilitate estimating the financial impact to the Plan. The model should be based on actual claims

Decision Support and Related Health Care Analysis Consulting Services Contract 2025 Page 5 of 30 experience and eligibility data and provide detail on the ability of the user to specify factors for inflation, change in use patterns, population changes, fourth quarter carryover, and retention rates.

BB. Must have the ability to provide reports for monitoring the following areas:

1. Third party claims administrators and/or insurers

2. Medical management firms

3. Providers such as physicians, hospitals, other health care providers, and provider networks

4. Cost containment programs: drugs, dental, variable deductibles, outpatient, etc.

5. Wellness program benefits to the Plan

6. Pharmacy benefit manager

7. HEDIS reports across a broad range of variables

8. Disease management program

CC. Comply with mutually agreed service performance guarantees in Exhibit B, Performance

Standards and Discount Guarantees, of this Contract.

2. Contract Term

A. The effective date of this Contract is July 1, 2025. The term of the Contract will be for five (5) years.

B. This Contract may be terminated by either party, with or without cause, upon at least ninety (90) days prior written notice of intent to terminate provided to the other party.

C. All records and information provided by the Board or through its third-party vendors to the Contractor are the sole property of the Board and shall be returned to the Board within thirty (30) days of the termination date of this Contract if so required by the Board. The Contractor shall be entitled to retain and utilize data that have been captured, computed, or stored in the Contractor’s databases to the extent that such data cannot be identified or linked to the Board, Plan, or an individual Participant with the restrictions described in Item 16, of this Contract to apply.

D. Upon termination of this Contract, the Contractor shall reasonably cooperate with the Board and the new vendor during the transition of the Plan’s business to the new vendor. Upon request of the Board, the Contractor shall provide all information maintained by the Contractor in a time frame specified by the Board. Information provided shall be in a format designated by the Board and shall include, but not be limited to, where applicable, file layouts and legends. The Contractor shall provide such explanation of the information provided as to facilitate a smooth transition.

3. Consideration

The Board agrees to compensate the Contractor for services approved by the Board and performed by the Contractor under the terms of this Contract in an amount not to exceed $1,811,700.00, as follows:

A. The fees illustrated in Exhibit A, Fee Schedule for Decision Support and Related Health Care Analysis Consulting Services, of this Contract shall constitute the entire compensation due to the Contractor for services and all of the Contractor’s obligations hereunder regardless of the difficulty, materials, or equipment required. Said fees include, but are not limited to, all applicable taxes, fees, general office expense, travel, overhead, profit, and all other direct and indirect costs, incurred or to

Decision Support and Related Health Care Analysis Consulting Services Contract 2025 Page 6 of 30 be incurred, by the Contractor. No additional compensation shall be provided by the Board for any expense, cost, or fee not specifically authorized by this Contract, or by written authorization from the Board. Said fees are firm for the duration of this Contract and are not subject to escalation for any reason, unless this Contract is duly amended.

B. In accordance with State law and applicable Contract conditions, the Board shall compensate the Contractor such fees after the appropriate services have been rendered. The Board shall not provide any prepayments or initial deposits in advance of services being rendered. Fees for services provided by the Contractor shall be billable to the Board in arrears on a monthly basis. Only those services agreed to under this Contract shall be considered for reimbursement or compensation by the Board.

Payment for any and all services provided by the Contractor to the Board and/or the Plan shall be made only after said services have been duly performed and properly invoiced.

C. The Contractor shall submit all invoices, in a form acceptable to the OI (provided that such acceptance will not be unreasonably withheld) with all the necessary supporting documentation, prior to any payment to the Contractor of any administrative fees. Administrative fees shall be invoiced on a monthly basis, in sufficient detail and format as determined by the OI. Such invoices shall include, at a minimum, a description of the service(s) provided, the quantity or number of units billed, the compensation rate, the time period in which services were provided, total compensation requested for each individual service being billed, and total administrative fees requested for the period being invoiced. In the event of termination of this Contract for any reason, Contractor shall be paid for services rendered and allowable up to the effective date of termination. Upon the effective date of termination of this Contract, the Contractor’s obligation to provide any further services under this Contract shall cease. The Contractor shall, however, remain liable for any obligations arising hereunder prior to the effective date of such termination.

D. The payment of an invoice by the Board shall not prejudice the Board’s right to object or question any invoice or matter in relation thereto. Such payment by the Board shall neither be construed as acceptance of any part of the work or service provided nor as an approval of any costs invoiced therein. Contractor’s invoice or payment shall be subject to reduction for amounts included in any invoice or payment theretofore made which are determined by the Board, on the basis of audits, not to constitute allowable costs. Any payment shall be reduced for overpayment, or increased for underpayment on subsequent invoices. For any amounts which are or shall become due and payable to the Board and/or the Plan by the Contractor, including but not limited to any liquidated damages resulting from the Contractor’s failure to satisfy any performance standards described in Exhibit B, Performance Standards, the Board reserves the right to (1) deduct from amounts which are or shall become due and payable to the Contractor under Contract between the parties any amounts which are or shall become due and payable to the Board by the Contractor; or (2) request and receive payment directly from the Contractor within fifteen (15) days of such request, at the Board’s sole discretion.

E. Compensation to the Contractor for travel expenses for quarterly meetings and annual onsite trainings are included in the bundled per script fee. In the event the Board requests and authorizes the Contractor for the performance of any of the services covered under this Contract for which travel expenses are not already included, compensation to the Contractor for travel, meals and/or lodging must be approved in advance and shall be allowed subject to the following criteria:

1. In order to be compensable, travel expenses must be reasonable and necessary for the fulfillment of the project and contractual obligations;

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2. Air travel reimbursement will be limited to “Coach” or “Tourist” class rates, and must be supported by a copy of an original invoice;

3. Meals and lodging expenses will be reimbursed in the amount of actual costs, subject to the maximum per diem as defined in the Federal Register. A copy of all meal and hotel receipts must be provided;

4. Taxi fares, reasonable rental car expenses, and airport parking expenses will be reimbursed in the amount of actual costs, and must be supported by a copy of an original receipt/invoice;

5. Personal automobile mileage and related costs are not compensable expenses;

6. Time spent in “travel status” is not compensable.

4. E-Payment and Paymode

The Contractor agrees to accept all payments in United States currency via the State of Mississippi’s electronic payment and remittance vehicle. The MDFA agrees to make payment in accordance with Mississippi law on “Timely Payments for Purchases by Public Bodies”, which generally provides for payment of undisputed amounts by the agency within forty-five (45) calendar days of receipt of invoice.

Mississippi Code Annotated § 31-7-301, et seq. Payments by state agencies using the State’s accounting system shall be made and remittance information provided electronically as directed by the State and deposited into the bank account of the Contractor’s choice. The MDFA may, at its sole discretion, require the Contractor to submit invoices and supporting documentation electronically at any time during the term of this Contract. The Contractor understands and agrees that the MDFA is exempt from the payment of Mississippi taxes. All payments shall be in United States currency.

5. Availability of Funds

It is expressly understood and agreed that the obligation of the Board to proceed under this Contract is conditioned upon the appropriation of funds by the Mississippi State Legislature and the receipt of state and/or federal funds. If the funds anticipated for the continuing time fulfillment of the Contract are, at any time, not forthcoming or insufficient, either through the failure of the federal government to provide funds or of the State of Mississippi to appropriate funds or the discontinuance or material alteration of the program under which funds were provided or if funds are not otherwise available to the MDFA, the Board shall have the right upon ten (10) business days written notice to the Contractor, to terminate this Contract without damage, penalty, cost or expense to the Board of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.

6. Record Retention and Access to Records

The Contractor agrees that the Board or any of its duly authorized representatives at any time during the term of this Contract shall have unimpeded, prompt access to and the right to audit and examine any pertinent books, documents, papers, and records of the Contractor related to the Contractor’s charges and performance under this Contract. The Board agrees to provide the Contractor with reasonable advance written notice for any standard audits or reviews, with the expectation that such reviews shall be made during normal business hours of the Contractor. The parties shall cooperate to schedule and conduct such audit or inspection to prevent disruption to Contractor’s performance of the services hereunder and for Contractor’s other customers. All records related to this Contract shall be retained by the Contractor for a period of six (6) years after final payment is made under this Contract and all pending matters are closed unless the Board authorizes their earlier disposition. However, if any litigation, claim, negotiation, audit or other action arising out of or related in any way to this Contract has been started before the expiration of the six (6) year period, the records shall be retained for one (1) year after all issues arising out of the

Decision Support and Related Health Care Analysis Consulting Services Contract 2025 Page 8 of 30 action are finally resolved or until the end of the six (6) year period, whichever is later. The Contractor agrees to refund to the MDFA any overpayment disclosed by any such audit arising out of or related in any way to this Contract.

7. Right to Audit

Contractor shall maintain such financial records and other records as may be prescribed by MDFA or by applicable federal and state laws, rules, and regulations. Contractor shall retain these records for a period of six (6) years after final payment, or until they are audited by MDFA, whichever event occurs first.

These records shall be made available for inspection during regular business hours and with reasonable advance notice during the term of the Contract and the subsequent six (6) year period for examination, transcription, and audit by the MDFA, the Mississippi Office of the State Auditor, its designees and/or other authorized bodies.

8. Right to Inspect Facility

MDFA, the Mississippi Office of the State Auditor, or any other auditing agency prior-approved by MDFA, or their authorized representative shall, at all reasonable times, have the right to enter onto the Contractor’s premises, or such other places (such as, but not limited to, subcontractors) where duties under this Contract are being performed, to inspect, monitor, or otherwise evaluate (including periodic systems testing) the work being performed. The Contractor shall provide access to all facilities and assistance for MDFA and Mississippi Office of the State Auditor’s representatives. All inspections and evaluations shall be performed in such a manner as not to delay work. Refusal by the Contractor to allow access to all documents, papers, letters or other materials, shall constitute a breach of Contract. All audits performed by persons other than MDFA staff shall be coordinated through MDFA and its staff.

9. Applicable Law

The Contract shall be governed by and construed in accordance with the laws of the State of Mississippi (State), excluding its conflicts of laws provisions, and any litigation with respect thereto shall be brought in the courts of the State. The Contractor shall comply with applicable federal, state, and local laws and regulations.

10. Severability

If any part of this Contract is declared to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Contract, and to this end the provisions hereof are severable. In such event, the parties shall amend the Contract as necessary to reflect the original intent of the parties and to bring any invalid or unenforceable provisions in compliance with applicable law.

11. Anti-Assignment/Subcontracting

Contractor acknowledges that it was selected by the Board to perform the services required hereunder based, in part, upon Contractor’s special skills and expertise. Contractor shall not assign, subcontract, or otherwise transfer this Contract, in whole or in part, without the prior written consent of the Board, which the Board may, in its sole discretion, approve or deny without reason. Any attempted assignment or transfer of Contractor’s obligations hereunder without such consent shall be null and void. Approval of a subcontract by the Board shall not be deemed to be approval of the incurrence of any additional obligation of the Board. Subcontracts shall be subject to the terms and conditions of this Contract and to any

Decision Support and Related Health Care Analysis Consulting Services Contract 2025 Page 9 of 30 conditions of approval that the State may deem necessary. Subject to the foregoing, this Contract shall be binding upon the respective successors and assigns of the parties.

12. Compliance with Laws

The Contractor understands that the State is an equal opportunity employer and therefore, maintains a policy which prohibits unlawful discrimination based on race, color, creed, sex, age, national origin, physical handicap, disability, genetic information, or any other consideration made unlawful by federal, state, or local laws. All such discrimination is unlawful, and the Contractor agrees during the term of the Contract that the Contractor shall strictly adhere to this policy in its employment practices and provision of services. The Contractor shall comply with, and all activities under this Contract shall be subject to, all applicable federal, State of Mississippi, and local laws and regulations, as now existing and as may be amended or modified.

13. Information Designated as Confidential

Any disclosure of those materials, documents, data, and other information which Contractor has designated in writing as proprietary and confidential shall be subject to the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1. The services to be provided, the unit prices and overall price to be paid, and the term of the Contract shall not be deemed to be a trade secret or confidential commercial or financial information.

Any liability resulting from the wrongful disclosure of confidential information on the part of the Contractor, or its subcontractor(s) shall rest with Contractor. Disclosure of any confidential information by the Contractor or its subcontractor(s) without the express written approval of the Board may result in the immediate termination of the Contract.

14. Disclosure of Confidential Information Required by Law

In the event that either party to this Contract receives notice that a third-party has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of the other party’s data or other information, the party subject to the subpoena or other legal process shall promptly inform the other party at the earliest reasonable opportunity, unless prohibited by law from doing so. Thereafter, the party subject to the legal process shall respond to the extent mandated by law. This section shall survive the termination or completion of this Contract. The parties agree that this section is subject to and superseded by Mississippi Code Annotated §§ 25-61-1 et seq.

15. Confidentiality

MDFA is a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act.

Mississippi Code Annotated §§ 25-61-1 et seq. If a public records request is made for any information provided to MDFA by the Contractor pursuant to the Contract and designated by the Contractor in writing as trade secret or other proprietary confidential commercial and financial information, MDFA shall follow the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1 before disclosing such information.

The MDFA shall not be liable to the Contractor for disclosure of information required by court order or required by law.

16. Transparency

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This Contract, including any accompanying exhibits, attachments, and appendices, is subject to the “Mississippi Public Records Act of 1983,” and its exceptions. See Mississippi Code Annotated §§ 25-61- 1 et seq. and 79-23-1. In addition, this Contract is subject to the provisions of the Mississippi Accountability and Transparency Act of 2008. Mississippi Code Annotated § 27-104-151 et seq. Unless exempted from disclosure due to a court-issued protective order, a copy of this executed Contract is required to be posted to the Mississippi Department of Finance and Administration’s independent agency contract website for public access at http://www.transparency.mississippi.gov. Information identified by Contractor as trade secrets, or other proprietary information, including confidential vendor information or any other information which is required confidential by state or federal law or outside the applicable freedom of information statutes, shall be redacted.

17. E-Verification

If applicable, the Contractor represents and warrants that it shall ensure its compliance with the Mississippi Employment Protection Act and shall register and participate in the status verification system for all newly hired employees. Mississippi Code Annotated §§ 71-11-1 and 71-11-3. The Contractor agrees to provide a copy of each such verification upon request of the MDFA subject to approval by any agencies of the United States Government. The Contractor further represents and warrants that any person assigned to perform services hereafter meets the employment eligibility requirements of all immigration laws. The breach of this clause may subject the Contractor to the following: (1) termination of this Contract and exclusion pursuant to Chapter 15 of the Mississippi Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations; (2) the loss of any license, permit, certification, or other document granted to the Contractor by an agency, department, or governmental entity for the right to do business in Mississippi; or (3) both. In the event of such cancellation/termination, the Contractor would also be liable for any additional costs incurred by the State due to Contract cancellation or loss of license or permit to do business in the State.

18. Independent Contractor Status

The Contractor shall, at all times, be regarded as and shall be legally considered an Independent Contractor and shall at no time act as an agent for the Board or MDFA. Nothing contained herein shall be deemed or construed by the Board or MDFA, the Contractor, or any third party as creating the relationship of principal and agent, master and servant, partners, joint ventures, employer and employee, or any similar such relationship between the Board or MDFA and the Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of the Board or MDFA or the Contractor hereunder creates or shall be deemed to create a relationship other than the independent relationship of Board or MDFA and Contractor. The Contractor’s personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of the Board or MDFA. No act performed or representation made, whether oral or written, by the Contractor with respect to third parties shall be binding on the Board or MDFA. Neither the Contractor nor its employees shall, under any circumstances, be considered servants, agents, or employees of the Board or MDFA; and the Board or MDFA shall be at no time be legally responsible for any negligence or other wrongdoing by the Contractor, its servants, agents, or employees. The Board or MDFA shall not withhold from the Contract payments to the Contractor any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amounts for benefits to the Contractor. Further, the Board or MDFA shall not provide to the Contractor any insurance coverage or other benefits, including Worker’s Compensation, normally provided by MDFA for its employees.

19. Force Majeure

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Each party shall be excused from performance for any period and to the extent that it is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond the reasonable control and without the fault or negligence of such party and/or its subcontractors. Such acts shall include without limitation acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, earthquakes, floods, or other natural disasters (“force majeure events”).

When such a cause arises, the Contractor shall notify MDFA immediately in writing of the cause of its inability to perform, how it affects its performance, and the anticipated duration of the inability to perform.

Delays in delivery or in meeting completion dates due to force majeure events shall automatically extend such dates for a period equal to the duration of the delay caused by such events, unless MDFA determines it to be in its best interest to terminate the Contract.

20. Authority to Contract

Contractor warrants: (a) that it is a validly organized business with valid authority to enter into this Contract; (b) that it is qualified to do business and in good standing in the State of Mississippi; (c) that entry into and performance under this Contract is not restricted or prohibited by any loan, security, financing, contractual, or other contract of any kind; and, (d) notwithstanding any other provision of this Contract to the contrary, that there are no existing legal proceedings or prospective legal proceedings, either voluntary or otherwise, which may adversely affect its ability to perform its obligations under this Contract.

21. Debarment and Suspension

The Contractor certifies to the best of its knowledge and belief, that it: (i) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transaction by any federal department or agency or any political subdivision or agency of the State of Mississippi; (ii) Has not, within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction;

(iii) Has not, within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against it for a violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (iv) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of these offenses enumerated in paragraphs two (ii) and three (iii) of this certification; and, (v) Has not, within a three-year period preceding this proposal, had one or more public transactions (federal, state, or local) terminated for cause or default.

22. Modification or Renegotiation

The parties agree to renegotiate the Contract in good faith if federal, State and/or the MDFA revisions of any applicable laws or regulations make changes in this Contract necessary. This Contract may be modified, altered or changed only by written agreement signed by the parties hereto and approved by the Board and PPRB, if required.

23. Procurement Regulations

The Contract shall be governed by the applicable provisions of the Mississippi Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations, a copy of which is available on

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MDFA’s website (https://www.dfa.ms.gov). Any Contractor doing business with a state agency is deemed to be on notice of all requirements therein.

24. Representation Regarding Contingent Fees

The Contractor represents that it has not retained a person to solicit or secure a Board contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee.

25. Representation Regarding Gratuities

The Contractor represents that it has not, is not, and will not offer, give, or agree to give any employee or former employee of MDFA a gratuity or offer of employment in connection with any approval, disapproval, recommendation, development, or any other action or decision related to the solicitation and resulting contract. Contractor further represents that no employee or former employee of MDFA has or is soliciting, demanding, accepting, or agreeing to accept a gratuity or offer of employment for the reasons previously stated; any such action by an employee or former employee in the future, if any, will be rejected by Contractor. Contractor further represents that it is in compliance with the Mississippi Ethics in Government laws, codified at Mississippi Code Annotated §§ 25-4-101 through 25-4-121, and has not solicited any employee or former employee to act in violation of said law.

26. Termination for Convenience

The Board may, when the interests of the Board so require, terminate this Contract in whole or in part, for the convenience of the Board. The Board shall give written notification of the termination to the Contractor specifying the part of the Contract terminated and when the termination becomes effective. The Contractor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination the Contractor shall stop work to the extent specified. The Contractor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. The Contractor shall settle the liabilities and claims arising out of the termination of subcontractors and orders connected with the terminated work. The Board may direct the Contractor to assign the Contractor 's right, title, and interest under terminated orders or subcontracts to the Board. The Contractor shall complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

27. Termination for Default

If the Board gives the Contractor a notice that the personal or professional services are being provided in a manner that is deficient, the Contractor shall have 30 days to cure the deficiency. If the Contractor fails to cure the deficiency, the Board may terminate the Contract for default and the Contractor will be liable for the additional cost to the Board to procure the personal and professional services from another source.

Termination under this paragraph could result in the Contractor being excluded from future contract awards pursuant to Chapter 15 of the Mississippi Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations. Any termination wrongly labelled termination for default shall be deemed a termination for convenience.

28. Termination for Bankruptcy

This Contract may be terminated in whole or in part by the Board upon written notice to the Contractor, if the Contractor should become the subject of bankruptcy or receivership proceedings, whether voluntary or involuntary, or upon the execution by Contractor of an assignment for the benefit of its creditors. In the https://www.dfa.ms.gov/

Decision Support and Related Health Care Analysis Consulting Services Contract 2025 Page 13 of 30 event of such termination, Contractor shall be entitled to recover just and equitable compensation for satisfactory work performed under this Contract, but in no case shall said compensation exceed the total Contract price.

29. Stop Work Order

The Board may, by written order to the Contractor at any time, required the Contractor to stop all or any part of the work called for by this Contract. This order shall be for a period of time specified by the Board.

Upon receipt of such an order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize any further cost to the Board. Upon expiration of the stop work order, the Contractor shall resume providing the services which were subject to the stop work order, unless the Board has terminated that part of the Contract or terminated the Contract in its entirety. The Board is not liable for payment for services which were not rendered due to the stop work order.

30. Oral Statements

No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this Contract. All modifications to the Contract shall be made in writing by the MDFA, agreed to by the Contractor, and approved by the Board and PPRB, if required.

31. Ownership of Documents and Work Papers

The Board shall own all documents, files, reports, work papers and working documentation, electronic or otherwise, created in connection with the project which is the subject of this Contract, except for the Contractor’s internal administrative and quality assurance files and internal project correspondence. The Contractor shall deliver such documents and work papers to the Board upon termination or completion of the Contract if so requested by the Board. The foregoing notwithstanding, the Contractor shall be entitled to retain a set of such work papers for its files and shall obtain written permission from the Board to use such workpapers, subject to any copyright protections.

32. Trade Secrets, Commercial and Financial Information

It is expressly understood that Mississippi law requires that the provisions of this Contract which contain the commodities purchased or the personal or professional services provided, the price to be paid, and the term of the Contract shall not be deemed to be a trade secret or confidential commercial or financial information and shall be available for examination, copying, or reproduction.

33. Third Party Action Notification

The Contractor shall give the MDFA prompt notice in writing of any action or suit filed, and prompt notice of any claim made against the Contractor by any entity that may result in litigation related in any way to this Contract.

34. Indemnification

To the fullest extent allowed by law, the Contractor shall indemnify, defend, save and hold harmless, protect, and exonerate the MDFA, its Commissioners, Board Members, officers, employees, agents, and representatives, and the State of Mississippi from and against all claims, demands, liabilities, suits, actions, damages, losses, and costs of every kind and nature whatsoever including, without limitation, court costs, Decision Support and Related Health Care Analysis Consulting Services Contract 2025 Page 14 of 30 investigative fees and expenses, and attorneys’ fees, arising out of or caused by Contractor and/or its partners, principals, agents, employees, and/or subcontractors in the performance of or failure to perform this Contract. In the State’s sole discretion, upon approval of the Office of the Mississippi Attorney General and the MDFA, the Contractor may be allowed to control the defense of any such claim, suit, etc.

In the event the Contractor defends said claim, suit, etc., the Contractor shall use legal counsel acceptable to the Office of the Mississippi Attorney General and MDFA. The Contractor shall be solely responsible for all costs and/or expenses associated with such defense, and the State shall be entitled to participate in said defense. The Contractor shall not settle any claim, suit, etc., without the concurrence of the Office of the Mississippi Attorney General and the MDFA, which shall not be unreasonably withhold.

35. Insurance, Bonds, or Other Sureties

The Contractor shall maintain, throughout the term of this Contract, at its own expense, A. Implementation Bond or Escrow Account in an amount no less than Five Hundred Thousand

Dollars ($500,000.00) naming the Board as exclusive beneficiary, to guarantee timely and complete establishment of the Contract and related services. Such bond or escrow account must be obtained or established within thirty (30) days after selection of the vendor by the Board. The bond shall be a corporate surety bond issued by a surety company authorized to do business in the State of Mississippi; while an escrow account is subject to approval by agency legal counsel. The Board and Contractor will work cooperatively to develop a document with implementation milestones and corresponding deliverable dates. Any failure of the Contractor to perform timely and complete establishment of such services shall result in damages recoverable by the Board against the Contractor’s implementation bond or escrow account. This requirement will not apply if the incumbent Vendor with services established under the current contract is selected through this procurement process to enter negotiations for the new contract. Upon the agreement by the Board that the Contractor has complied with its implementation responsibilities, the implementation bond shall be released.

B. Professional liability insurance coverage in an amount no less than Three Million Dollars ($3,000,000.00) annual aggregate that covers any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract; and

C. Workers’ compensation coverage as required by the State of Mississippi.

All insurances policies shall list the Board as Certificate Holder on the policy and shall be issued by insurance companies authorized to do business under the laws of the State of Mississippi, meaning insurance carriers must be licensed or hold a Certificate of Authority from the Mississippi Insurance Department.