TECHNICAL PROPOSAL_WVPEIA Solicitation ARFP PEI2500000002_05.23.2025.docx

Request for Proposal for Pharmacy Benefit Management Services

Solicitation Number: ARFP PEI2500000002

TECHNICAL PROPOSAL

West Virginia Public Employees Insurance Agency

RFP Release Date: May 23, 2025 RFP Due Date: July 11, 2025 Effective Date: July 1, 2026

Confidentiality Notice:

This Request for Proposal and the information contained herein is confidential. No part of this Request for Proposal may be reproduced or shared with anyone outside of your organization without prior written consent.

TABLE OF CONTENTS

INVITATION

ARMSRx, on behalf of WVPEIA, is requesting proposals from qualified Vendors to provide Pharmacy Benefit Management (PBM) services. WVPEIA requires an experienced and flexible PBM to administer a range of PBM services as described in the Company Background and Client Overview sections of this RFP.

This solicitation can also be viewed at the West Virginia Vendor Self Service site by searching the Solicitation number, ARFP PEI2500000002. However, Vendors may not respond through the Self-Service site and must submit using the instructions contained within the specifications.

RFP CONTACTS

Please submit Letter of Intent to Bid, questions, and RFP response to:

RFP DELIVERY

Please submit RFPs electronically to the above RFP contacts. PBMs are supplied with an electronic version of this RFP to aid in the preparation of proposal(s). By accepting these electronic documents, the PBM agrees not to modify, alter, or otherwise change the language or format of these documents. Submission of a proposal signifies full agreement with this requirement.

All responses must be provided in this template. Attachments should be in a working format (i.e. MS Word, MS Excel) and NOT a locked format document (i.e. PDF) with the exception of marketing materials.

LETTER OF INTENT TO BID/ACKNOWLEDGEMENT

Please notify ARMSRx RFP contacts of acknowledgement and intent to bid to this Request for Proposal via written email indicating your organization’s intent to bid on the RFP. Once received, ARMSRx will release the prescription claims data securely to your organization.

AGENCY BACKGROUND

WVPEIA was established under the Public Employees Insurance Act of 1971, to provide hospital, surgical, group major medical, prescription drug, group life, and accidental death and dismemberment insurance coverage to eligible employees; and to establish and promulgate rules for the administration of these plans. Benefits are made available to all active employees of the State of West Virginia, county boards of education, higher education and various related State agencies and local governments and some of their retirees.

WVPEIA provides prescription drug benefits for its employees and their covered dependents and administers the benefit plan on behalf of the West Virginia Retiree Health Benefits Trust Fund for non-Medicare eligible retirees, Medicare eligible retirees, and their covered dependents. The covered populations include state employees, county and municipal employees, as well as school and university faculty, teachers and other employees. The covered population is located throughout the country, although primarily in West Virginia. The majority of Medicare eligible retirees currently receive prescription benefits through a Medicare Advantage Prescription Drug Plan (MAPD) and are excluded from this RFP. A smaller number of Medicare eligible members receive prescription benefits through the standard benefit and participate in the Centers for Medicare and Medicaid Services (CMS) Retiree Drug Subsidy (RDS) program. The population of Medicare eligible members fluctuates throughout the plan year ranging between 200 to 2,500. Retirees are located throughout the country as well.

All COBRA eligibility data/information needed comes from the TPA. All communication regarding COBRA is between the TPA and the PBM.

Please refer to WVPEIA 2026 Summary Plan Descriptions (SPD) for a description of the current pharmacy benefit plan at www.peia.wv.gov.

A majority of prescriptions, approximately 99%, are obtained at retail, and 1% are delivered via mail-order.

Currently all specialty medications covered under the pharmacy benefits require precertification, or prior authorization. Specialty drugs covered under pharmacy benefits are processed through the PBM. The medical vendor performs the prior authorization review using the medical vendor’s clinical criteria for specialty drugs covered under medical benefits.

Prior authorization of non-specialty medications is performed by the West Virginia University School of Pharmacy’s Rational Drug Therapy Program (RDTP). RDTP staff currently conducts each prior authorization review based on the PBM’s clinical criteria and has access to the PBM system to enter the prior authorization approvals, denials, and pends.

WVPEIA has a two-step appeals process. The PBM must handle the first level of appeals for claims payment and for any Prior Authorization completed such as tier/formulary exception and Specialty. Appeals for clinical reviews or non-specialty drugs requiring prior authorization (PA), step therapy (ST), or quantity limits (QL) are reviewed by RDTP. The second level of appeals is handled by WVPEIA. As part of its proposal response, the Bidder must describe, in detail, its appeals process and the internal decision-making system to handle member appeals. Currently the External Review appeal request, which must be conducted by an Individual Review Organization (IRO), is handled by the Third-Party Administrator, (TPA).

CLIENT OVERVIEW

CLIENT OVERVIEW

601 57th St., SE, Suite 2, Charleston, WV 25304

Notes:

1. All out of state independent pharmacies are excluded beyond the five bordering states to West Virginia.

2. West Virginia domiciled pharmacies and the PBM specialty pharmacy are reimbursed at NADAC + $10.49.

GENERAL EXPECTATIONS

A primary area of focus will be on the proposer’s level of support and flexibility to align with the client's objectives for their pharmacy benefit program. The objective of this Request for Proposal (RFP) is to solicit proposals for PBM services for the WVPEIA including the services and programs described in the Scope of Services and throughout this document.

WVPEIA is seeking bids for the following services:

1. PBM services for the actively employed members, non-Medicare and Medicare retirees and dependents.

2. Retiree Drug Subsidy (RDS) services for the Medicare-eligible retirees and Medicare-eligible dependents of retired employees.

It is essential that the selected PBM duplicate the current plan designs and provide and support similar cost management and clinical programs, services and access to plan members.

Bidders should also note that WVPEIA requires reporting, billing, and rebate payment to be provided in aggregate and separately for active State employees, non-State agency employees, retirees (separately for non- Medicare and Medicare RDS retirees) and COBRA. Bidders are expected to examine carefully all documentation, schedules and requirements stipulated in this RFP and respond to each requirement in the prescribed format. The successful Bidder must provide all staffing, systems and procedures required to perform the services described herein.

In addition to the provisions of this RFP, information provided during any finalist’s presentations and the successful proposal will be incorporated by reference in the contract. Any additional clauses or provisions required by federal or state law or regulation in effect at the time of execution of the contract will also be included.

WVPEIA reserves the right to make a contract award without any further discussion with potential Bidders regarding the proposals received. Therefore, proposals should be submitted initially on the most favorable terms available to WVPEIA from a price and technical standpoint. WVPEIA reserves the right to conduct discussions with all responsible parties who submit proposals that pass the Mandatory Minimum Requirements described in this RFP. At WVPEIA’s discretion, WVPEIA may also contact some or all of the Bidders to request additional information or clarification. All materials submitted by Bidders pursuant to such requests will be considered to be part of their proposals. WVPEIA also reserves the right to cancel this RFP at any time or award this contract in whole or in part.

Qualified proposers are vendors that have demonstrated experience in the requested services and can demonstrate their ability to provide the services described in this RFP. It is expected that a proposer will have the necessary professional staff to administer the program(s) effectively in compliance with all applicable laws, regulations, and with the client's policies.

Proposers are expected to provide both a Pass-Through, All Inclusive Administrative Services Only (ASO) pricing proposal, AND an All-Inclusive drug PMPM guarantee, complying with only the allowable exclusions for the financial proposal. Silent exclusion language for general market standard exclusions should not be utilized or assumed as acceptable.

Client's goals for PBM vendor include Providing the lowest net cost option with focus trend management while ensuring appropriate access to products in all therapeutic categories. Denying access to products for members as a way to control costs should not be a solution proposed by vendors. Rebate reporting by NDC-11, by drug on a quarterly basis is required.

The submission of a response to this proposal will be considered a representation that:

1. The vendor has carefully vetted all conditions which affect or may affect, at some future date, the performance of services covered by the proposal;

2. The vendor is fully informed concerning the conditions to be encountered and the quantity and quality of work to be performed; and

3. The proposer is familiar with all federal and state laws which may apply to the services provided and the persons employed to complete the services.

Client expects the rates and rebates to evolve over time through annual market checks and contractual amendments. Timely and effective identification and resolution of issues is important and expected. Vendors should incorporate specific and meaningful Performance Guarantees to support implementation, turnaround times for client inquiries, and ongoing services levels. Performance guarantees should be client specific, applicable to the client, and based on the client's individual experience.

The client and ARMSRx reserve the right to modify the requirements of this RFP as well as reserve the right to award in full or part or not at all.

ARMSRx will perform all financial analyses. Pharmacy data will be provided for your review and evaluation of the client’s drug mix and utilization.

VENDOR INSTRUCTIONS

1.1. Review Documents Thoroughly: The attached documents contain a solicitation for bids. Please read these instructions and all documents attached in their entirety. These instructions provide critical information about requirements that if overlooked could lead to disqualification of a Vendor’s bid. All bids must be submitted in accordance with the provisions contained in these instructions and the Solicitation. Failure to do so may result in disqualification of Vendor’s bid.

1.2. Mandatory Terms: The Solicitation contains mandatory provisions identified by the use of the words “must,” “will,” and “shall.” Failure to comply with a mandatory term in the Solicitation will result in bid disqualification.

1.3. Vendor Question Deadline: Vendors may submit questions relating to this solicitation to ARMSRx. Questions must be submitted in writing to the contacts outlined in this RFP (RFP contacts page 3) on or before the date listed. A written response will be published in a Solicitation addendum if a response is possible and appropriate. Non-written discussions, conversations, or questions and answers regarding this Solicitation are preliminary in nature and are non-binding.

Submitted emails should have the solicitation number in the subject line.

1.4. Bid Submission: All bids must be received by ARMSRx prior to the Vendor Bid due date (See RFP timeline page 23). Any bid received by ARMSRx, or the Agency is considered to be in the possession of the Agency and will not be returned for any reason. Proposal requirements are further detailed in the Mandatory Requirements Section of the RFP.

1.4.1. Two-Part Submission: Vendors must submit two distinct proposals: a Technical Proposal and a Cost Proposal. Technical proposals must not contain any cost information relating to the project. Cost proposals must be in the format of the Cost Proposal Workbook provided.

1.4.2. Scoring Summary: The Technical proposal is separate from the Cost proposal and must not contain any mention of the pricing contained in the Cost proposal. However, information such as labor hours and categories, materials, subcontracts, and so forth, shall be contained in the Technical Proposal so that the Bidder’s understanding of the scope of the work may be evaluated. The Technical Proposal shall disclose the Bidder’s technical approach in as much detail as possible, including, but not limited to, the information required by the Technical Proposal instructions.

Proposing entities will be eligible to move forward for cost proposal evaluation if they obtain a minimum acceptable score for the service(s) they propose. The minimum acceptable score for the Technical Proposal will be set at 70% or 35 points.

The sum of the scores for each of criteria will constitute 70% of the overall evaluation criteria, based on a total available score of 50 points. The raw scores will then be averaged to obtain a composite score. Any proposal with less than 35 of the potential 50 points for technical ability will be disqualified.

The cost proposal criteria will be evaluated in terms of absolute dollars and will constitute 50% of the overall evaluation criteria. Each proposed contract price will be evaluated by use of the following formula:

Lowest price of all proposals¸ Price of proposal being evaluated X 50 = Price Score

After the technical proposal and cost proposal evaluation have been performed, the two scores will be added together to constitute the final score for each proposal.

Points Available

Technical Proposal

50 points

Cost Proposal

50 points

Total Score:

100 points

1.4.3. Required: One (1) searchable electronic copy of EACH proposal. Cost and Technical proposals must be prepared as separate documents and submitted separately: as separate, clearly marked electronic files; as separate, clearly marked digital media; or as separate, clearly marked emails.

1.4.4. Electronic File Access Restrictions: Vendor must ensure that electronic submissions can be accessed and viewed immediately after the bid due date. The Agency will consider any file that cannot be immediately accessed and viewed (such as encrypted files, password protected files, or incompatible files) to be blank or incomplete as context requires, and therefore unacceptable. A vendor will not be permitted to unencrypt files, remove password protections, or resubmit documents after the bid due date to make a file viewable.

1.5. Addendum Acknowledgement: Changes or revisions to this Solicitation will be made by an official written addendum. Vendor should acknowledge receipt of all addenda issued with this Solicitation by completing an Addendum Acknowledgement Form, a copy of which will be included with the first Addendum issued after the Solicitation is published. Failure to acknowledge addenda(s) may result in bid disqualification. The addendum acknowledgement should be submitted with the bid to expedite document processing.

1.6. Bid Formatting: Vendor should type or electronically enter the information onto its bid to prevent errors in the evaluation. Failure to type or electronically enter the information may result in bid disqualification.

1.7. Exceptions and Clarifications: The Solicitation contains the specifications that shall form the basis of a contractual agreement. Vendor shall clearly mark any exceptions, clarifications, or other proposed modifications in its bid. Exceptions to, clarifications of, or modifications of a requirement or term and condition of the Solicitation may result in bid disqualification. The PEIA is under no obligation to consider or negotiate any terms and conditions or alternative terms and conditions contained in the Vendor’s proposals.

1.8. Communication Limitations: Communication with the PEIA or any of its employees regarding this Solicitation during the solicitation, bid, evaluation or award periods, except through the Solicitation contact, is strictly prohibited without prior approval by the Solicitation contact.

1.9. Registration: Prior to Contract award, the apparent successful Vendor must be properly registered with the West Virginia Purchasing Division. See Exhibit 1.

1.10. Unit Price: Unit prices shall prevail in cases of a discrepancy in the Vendor’s bid.

1.11. Non-Responsible: PEIA reserves the right to reject the bid of any vendor as non-responsible in accordance with State Code if a vendor submitting a bid is determined to not have the capability to fully perform the contract services or lacks the integrity and reliability to assure good-faith performance.

1.12. Waiver of Minor Irregularities: The PEIA Director reserves the right to waive minor irregularities in bids or specifications.

1.13. RFP/RFQ Withdrawal, Modification, and Cancellation: The PEIA may withdraw, cancel, or modify an RFP/RFQ at any time. Submission of proposals or receipt of proposals by the PEIA confer no rights upon the Vendor and do not obligate the PEIA in any manner. Further, the PEIA may accept or reject any bid in whole, or in part.

1.14. Small, Women-Owned, Or Minority-Owned Businesses: For any solicitations publicly advertised for bid, in accordance with West Virginia Code §5A3-37 and W. Va. CSR § 148-22-9, any non-resident vendor certified as a small, women- owned, or minority-owned business under W. Va. CSR § 148-22-9 shall be provided the same preference made available to any resident vendor. Any non-resident small, women-owned, or minority- owned business must identify itself as such in writing, must submit that writing to the Purchasing Division with its bid, and must be properly certified under W. Va. CSR § 14822-9 prior to contract award to receive the preferences made available to resident vendors.

1.15. Reciprocal Preference: The State of West Virginia applies a reciprocal preference to all solicitations for commodities and printing in accordance with W. Va. Code § 5A-3-37(b). In effect, non-resident vendors receiving a preference in their home states, will see that same preference granted to West Virginia resident vendors bidding against them in West Virginia. Any request for reciprocal preference must include with the bid any information necessary to evaluate and confirm the applicability of the preference. A request form to help facilitate the request www.state.wv.us/admin/purchase/vrc/Venpref.pdf.

1.16. With the Bid Requirements: In instances where these specifications require documentation or other information with the bid, and a vendor fails to provide it with the bid, the PEIA Director reserves the right to request those items after bid opening and prior to contract award. This does not apply to instances where state law mandates receipt with the bid.

1.17. Public Document: This RFP, any bid proposals, and any resulting contract is subject to public disclosure under the West Virginia Freedom of Information Act (“FOIA”). Accordingly, if the Bidder considers any part of its bid proposal to contain trade secret information exempt from disclosure under FOIA then the Bidder must provide a second, redacted copy of its bid proposal in conjunction with the original bid proposal. See, W. Va. Code § 29B-1-4.

For purposes of redaction, the vendor must be specific as to why a FOIA exemption applies. Redactions must be “surgical” and not “global”, i.e. redaction of the number(s) after a percentage (%) or a price ($) mark and not redactions of whole paragraphs or pages. Bidder(s) shall assume any and/or all response for the defense of the non-release of the Bid submission(s) under the FOIA statute(s). The PEIA assumes no responsibility nor liability for making nor defending the redactions to any bid proposal or submission defending any release under FOIA.

See also, W. Va. Code § 47-22-1(d).

DEFINITIONS: As used in this Solicitation/Contract, the following terms shall have the meanings attributed to them below.

1.18. “Agency” means the Public Employees Insurance Agency (PEIA)

1.19. “Bid” or “Proposal” means the vendors submitted response to this solicitation

1.20. “Business Associate” means a person or entity that performs certain functions or activities that involve the use or disclosure of protected health information on behalf of, or provides services to, a covered entity. For further information, please see: 45 CFR 164.502(e), 164.504(e), 164.532(d) and (e)

1.21. “Contract” means the binding agreement that is entered into between the Agency and the Vendor to provide the goods and/or services requested in the Solicitation.

1.22. “Director” means the Director, or Acting Director or Interim Director, of the West Virginia Public Employees Insurance Agency

1.23. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

1.24. “HITECH” means the Health Information Technology for Economic and Clinical Health Act of 2009 as adopted as part of the American Recovery and Reinvestment Act (ARRA)

1.25. “Pricing Page(s)” means the page(s), attached as Attachment B, upon which Vendor must list its proposed cost for the Contract Items.

1.26. “Solicitation” means the official notice of an opportunity to supply the State with goods or services that is published by the Purchasing Division.

1.27. “Subcontractor” means any person, business or entity that performs all, part, or some, of the scope of work as defined under this RFP on behalf of or for the primary vendor. Vendors are required to disclose any and/or all subcontractors who will perform any of the scope of work under the proposed Agreement.

1.28. “Vendor” or “Bidder” are used interchangeably throughout this solicitation and mean an entity who is eligible to submit a quotation in response to this published solicitation.

2. TERMS AND CONDITIONS

2.1. Incorporation by reference: The terms and conditions of this solicitation shall be incorporated by reference into and shall be considered binding in the final contract.

2.2. Contract Term: This Contract becomes effective on July 1, 2026, and extends for a period of three years.

2.2.1. Renewal Term: This Contract may be renewed upon the mutual written consent of the Agency, and the Vendor. Any request for renewal should be delivered to the Agency thirty (30) days prior to the expiration date of the initial contract term or appropriate renewal term. A Contract renewal shall be in accordance with the terms and conditions of the original contract. Automatic renewal of this Contract is prohibited.

2.3. Governing Law: This Agreement shall be governed and construed in accordance with the laws of the State of West Virginia. Kanawha County West Virginia shall be the venue for any action brought by either Party under this Agreement to the exclusion of all other Courts and venues; each Party waives trial by jury; this Agreement may be terminated by WVPEIA on a 30 day written notice; this Agreement is not assignable by no exclusivity or territory is granted; this Agreement constitutes the entire Agreement between the Parties; no term of this Agreement may be waived or modified by oral agreement; and all prior or contemporaneous statements are hereby extinguished and may not be relied upon by any party for any reason whatsoever.

2.3.1. Compliance with applicable laws, rules and regulations: The Vendor understands that any and/or all work performed under the scope of any contract award shall be performed in accordance and compliance with any and/or all applicable State and/or federal laws, rule(s) and/or regulation(s). This shall include full compliance with any State and/or Federal laws enacted during the term of the proposed Agreement or contract. Such compliance includes, but is not limited to, compliance with:

1. The Genetic Information Non-discrimination Act of 2008 (GINA) - (Pub.L. 110–233, 122 Stat. 881, enacted May 21, 2008)

2. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) (PUBLIC LAW 104-191)

3. The Health Information Technology for Economic and Clinical Health (HITECH) Act, enacted as part of the American Recovery and Reinvestment Act of 2009

4. The Privacy Act of 1974, as amended, 5 U.S.C. § 552a

5. The Consolidated Appropriations Act of 2021, otherwise known as the “No Surprises Act”, (H.R. 133; Division BB – Private Health Insurance and Public Health Provisions).

6. NIST Guidance referenced in and as applicable to compliance with the above referenced law, e.g. NIST SP 800-53; NIST SP 800-66; NIST 800-88

7. The Patient Protection and Affordable Care Act (ACA) (‘‘PPACA’’; Public Law 111–148)

8. West Virginia Code §5-16-1, et seq.

9. West Virginia Code §33-51-3

10. West Virginia Code §33-51-4

11. West Virginia Code §33-51-7

12. West Virginia Code §33-51-8

13. West Virginia Code §33-51-9(c) & (d)

14. West Virginia Code §33-51-10

15. West Virginia Code §33-54-1, et seq.

16. West Virginia Code §33-15-4s(g)

17. West Virginia Code §33-24-7s(g)

18. West Virginia Code §33-25-8p(g)

19. West Virginia Code §33-25A-8s(g)

20. West Virginia Code §33-58-1

21. West Virginia Code §33-15B-1, et seq.

22. West Virginia Code §33-16E-1, et seq.

Further, Vendor agrees to full compliance with the State of West Virginia Executive Branch Business Associate Agreement (WV BAA) and corresponding Appendix A (See Exhibit 5 and Exhibit 6) as incorporated by reference into this Agreement. Vendor shall be responsible for ensuring that all subcontractors performing any of the scope of work related to this Agreement are informed of the terms and conditions of the WV BAA and agree to compliance thereto.

3.4. Confidentiality: Each party shall safeguard, and hold confidential from disclosure to third persons, without the other party’s written consent, all reports, materials, information, and data relating to the other party’s business, systems, or statistics, submitted to or learned by the party from the other party or third parties prior to and during the terms of this Agreement (“Confidential Information”), to the same extent that the party would reasonably safeguard confidential information or data relating to its own business, unless such Confidential Information is otherwise publicly known or is already in the other party’s possession or was rightly obtained by it from others under no obligation of confidentiality. Each organization’s duly authorized representative agrees upon the terms of this Agreement.

3.5. Privacy, Security, and Confidentiality Assurances: PEIA reserves the right to conduct certain “vendor assurances” to ensure the Vendor’s compliance with the applicable provisions of HIPAA, HITECH, and/or any other law(s), rule(s), and/or regulations that relate to the privacy, security, confidentiality, and integrity of the PII and/or PHI that may be created, used, managed, and/or transmitted under the Scope of Work of this Contract.

3.6. Vendor Submission Is a Public Document: Vendor’s entire response to the Solicitation and the resulting Contract are public documents. As public documents, they will be made available upon request as required by the Freedom of Information Act West Virginia Code §§ 29B-1-1 et seq.

A SECOND COPY YOUR PROPOSAL REDACTING ANYTHING YOU CONSIDER TO BE CONFIDENTIAL, A TRADE SECRET, OR OTHERWISE NOT SUBJECT TO PUBLIC DISCLOSURE MUST BE PROVIDED TO PEIA.

PEIA reserves the right to reject requested redactions if such redactions would conflict with State Code or FOIA regulations around public documents.

3.7. Liability Insurance: During the contract period the Vendor shall maintain:

· Comprehensive General Liability Insurance applicable to the services provided to the WV PEIA, with a combined single limit, or the equivalent, of not less than $5,000,000 for each occurrence or not less than $10,000,000 in the aggregate. For Errors and Omissions, Bodily Injury, Personal Injury, and Property Damage, including contractual liability coverage applicable to the indemnity provided under this contract.

· Cyber Liability of not less than $5,000,000 for each occurrence or not less than $10,000,000 in the aggregate. Said cyber policy must include the coverage(s) for any and/or all subcontractors who may perform any, part, some, or all of the work on the proposed contract.

3.8. Vendor as a Business Associate: Vendor and the WVPEIA agree, as it relates to use and disclosure of PHI, electronic transaction standards and security of electronic PHI under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Electronic and Clinical Health Act (“HITECH”), that the WVPEIA’s Plan is a HIPAA covered entity and that the Vendor is subject to the terms of the State of West Virginia’s Executive Branch Business Associate Agreement (Exhibit 5) along with its corresponding Appendix A (Exhibit 6). Vendor shall perform the required services as an independent Business Associate contractor and not as an “officer, employee, or agent” of PEIA. Although PEIA reserves the right to evaluate the quality of the service provided by Business Associate Vendor, PEIA will not control the means or manner of the Vendor’s performance. Nothing in this Agreement proscribes or limits Consultant from performing similar services for others.

3.9. Documents incorporated by reference into the contract: The Vendor shall be required to sign the following documents, and they are hereby incorporated by reference into the terms and conditions of any contract award:

· State of West Virginia Executive Branch Business Associate Agreement and corresponding Appendix A

· State of West Virginia Data Management Addendum and corresponding Appendix A

· State of West Virginia WV-96 Addendum Form

3.10. Data Exchanges: Any and/or data exchanges required during the scope of work on this Agreement shall be made through the secure PEIA SFTP (secure file transfer protocol) site. The Vendor shall only receive the minimum necessary personally identifiable information (PII) and/or protected health information (PHI) needed to perform the meaningful use of conducting the scope of work outlined in the Contract.

3.11. Data Management: Under no circumstances can any PEIA data, neither in an identified form nor in a deidentified format, be stored, transmitted/sent, used, or otherwise viewed outside the Continental United States. PEIA data may only be used for the fulfillment of the scope of work under the proposed contract or Agreement and may not be used for any other purpose.

3.12. Subcontractors: The Vendor agrees to provide PEIA with the names of any and all subcontractors who may perform any portion of the scope of work on this Agreement. Further, the Vendor agrees to accept responsibility and liability for the actions, errors, and performance of any subcontractors who perform any portion of the scope of work on this Agreement. Further, it is the responsibility of the vendor to ensure that the terms and conditions of the State of West Virginia Executive Branch Business Associate Agreement (BAA) are provided to any or all subcontractors and assumes responsibility for their compliance with that document.

3.13. Emergency Purchases: The PEIA Director may authorize the purchase of goods or services in the open market that Vendor would otherwise provide under this Contract if those goods or services are for immediate or expedited delivery in an emergency. Emergencies shall include, but are not limited to, delays in transportation or an unanticipated increase in the volume of work. An emergency purchase in the open market, approved by the Purchasing Division Director, shall not constitute a breach of this Contract and shall not entitle the Vendor to any form of compensation or damages. This provision does not excuse the State from fulfilling its obligations under a One Time Purchase contract.

3.14. General Licensing: In accordance with West Virginia Code of State Rules §148-a-6.1.e, Vendor must be licensed and in good standing with any and all state and local laws and requirements by any state or local agency of West Virginia including, but not limited to, the West Virginia Secretary of State’s Office, the West Virginia Tax Department, West Virginia Insurance Commission, or any other relevant state agency or political subdivision. Upon request, the Vendor must provide any necessary releases or documentation to enable PEIA to verify that Vendor is licensed and in good standing with any relevant entities. Vendor subcontractors are also required to be licensed, in good standing, and up to date on all state and local obligations as described in this section.

3.15. Solicitation Required Licenses / Certifications / Permits: Proof of any required licenses, certifications, or permits listed should be provided to the Agency with the bid. Proof must be provided prior to Contract award.

The apparent successful Vendor shall also furnish proof of any additional licenses or certifications contained in the specifications prior to Contract award regardless of whether or not that requirement is listed above.

3.16. Worker’s Compensation Insurance: The apparent successful Vendor shall comply with laws relating to workers compensation, shall maintain workers’ compensation insurance when required, and shall furnish proof of workers’ compensation insurance upon request.

3.17. Acceptance: Vendor’s signature on its bid, or on the certification and signature page, constitutes an offer to the State that cannot be unilaterally withdrawn, signifies that the product or service proposed by vendor meets the mandatory requirements contained in the Solicitation for that product or service, unless otherwise indicated, and signifies acceptance of the terms and conditions contained in the Solicitation unless otherwise indicated.

3.18. Pricing: The pricing set forth herein is firm for the life of the Contract, unless specified elsewhere within this Solicitation/Contract by the State. A Vendor’s inclusion of price adjustment provisions in its bid, without an express authorization from the State in the Solicitation to do so, may result in bid disqualification.

3.19. Payment in Arrears: Payment in advance is prohibited under this Contract. Payment may only be made after the delivery and acceptance of goods or services. The Vendor shall submit invoices, in arrears.

3.20. Payment Methods: The preferred method of payment by the State of West Virginia is electronic funds transfer or P-Card. (The State of West Virginia’s Purchasing Card program, administered under contract by a banking institution, processes payment for goods and services through state designated credit cards.)

3.21. Additional Fees: Vendor is not permitted to charge additional fees or assess additional charges that were not either expressly provided for in the solicitation published by the State of West Virginia or included in the unit price or lump sum bid amount that Vendor is required by the solicitation to provide. Including such fees or charges as notes to the solicitation may result in rejection of vendor’s bid. Requesting such fees or charges be paid after the contract has been awarded may result in cancellation of the contract.

3.22. Taxes: The Vendor shall pay any applicable sales, use, personal property or any other taxes arising out of this Contract and the transactions contemplated thereby. The State of West Virginia is exempt from federal and state taxes and will not pay or reimburse such taxes.

3.23. Funding: This Contract shall continue for the term stated herein, contingent upon funds being appropriated by the Legislature or otherwise being made available. In the event funds are not appropriated or otherwise made available, this Contract becomes void and of no effect beginning on July 1 of the fiscal year for which funding has not been appropriated or otherwise made available.

3.24. Cancellation: The PEIA Director reserves the right to cancel this Contract immediately upon written notice to the vendor if the materials or workmanship supplied do not conform to the specifications contained in the Contract. The PEIA Director may also cancel any purchase or Contract upon 30 days written notice to the Vendor in accordance with West Virginia Code of State Rules.

3.25. Time: Time is of the essence with regard to all matters of time and performance in this Contract.

3.26. Arbitration: Any references made to arbitration contained in this Contract, Vendor’s bid, or in any American Institute of Architects documents pertaining to this Contract are hereby deleted, void, and of no effect.

3.27. Modifications: This writing is the parties’ final expression of intent. Notwithstanding anything contained in this Contract to the contrary, no modification of this Contract shall be binding without mutual written consent of the Agency, and the Vendor.

3.28. Waiver: The failure of either party to insist upon a strict performance of any of the terms or provision of this Contract, or to exercise any option, right, or remedy herein contained, shall not be construed as a waiver or a relinquishment for the future of such term, provision, option, right, or remedy, but the same shall continue in full force and effect. Any waiver must be expressly stated in writing and signed by the waiving party.

3.29. Subsequent Forms: The terms and conditions contained in this Contract shall supersede any and all subsequent terms and conditions which may appear on any form documents submitted by Vendor to the Agency such as price lists, order forms, invoices, sales agreements, or maintenance agreements, and includes internet websites or other electronic documents. Acceptance or use of Vendor’s forms does not constitute acceptance of the terms and conditions contained thereon.

3.30. Assignment: Neither this Contract nor any monies due, or to become due hereunder, may be assigned by the Vendor without the express written consent of the Agency and any other government agency or office that may be required to approve such assignments.

3.31. Warranty: The Vendor expressly warrants that the goods and/or services covered by this Contract will: (a) conform to the specifications, drawings, samples, or other description furnished or specified by the Agency; (b) be merchantable and fit for the purpose intended; and (c) be free from defect in material and workmanship.

3.32. State Employees: State employees are not permitted to utilize this Contract for personal use and the Vendor is prohibited from permitting or facilitating the same.

3.33. Antitrust: In submitting a bid to, signing a contract with, or accepting an Award Document from any agency of the State of West Virginia, the Vendor agrees to convey, sell, assign, or transfer to the State of West Virginia all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of West Virginia for price fixing and/or unreasonable restraints of trade relating to the particular commodities or services purchased or acquired by the State of West Virginia. Such assignment shall be made and become effective at the time the purchasing agency tenders the initial payment to Vendor.

3.34. Vendor Certifications: By signing its bid or entering into this Contract, Vendor certifies (1) that its bid or offer was made without prior understanding, agreement, or connection with any corporation, firm, limited liability company, partnership, person or entity submitting a bid or offer for the same material, supplies, equipment or services; (2) that its bid or offer is in all respects fair and without collusion or fraud; (3) that this Contract is accepted or entered into without any prior understanding, agreement, or connection to any other entity that could be considered a violation of law; and (4) that it has reviewed this Solicitation in its entirety; understands the requirements, terms and conditions, and other information contained herein.

Vendor’s signature on its bid or offer also affirms that neither it nor its representatives have any interest, nor shall acquire any interest, direct or indirect, which would compromise the performance of its services hereunder. Any such interests shall be promptly presented in detail to the Agency. The individual signing this bid or offer on behalf of Vendor certifies that he or she is authorized by the Vendor to execute this bid or offer or any documents related thereto on Vendor’s behalf; that he or she is authorized to bind the Vendor in a contractual relationship; and that, to the best of his or her knowledge, the Vendor has properly registered with any State agency that may require registration.

3.35. Vendor Relationship: The relationship of the Vendor to the State shall be that of an independent contractor and no principal-agent relationship or employer-employee relationship is contemplated or created by this Contract. The Vendor as an independent contractor is solely liable for the acts and omissions of its employees and agents. Vendor shall be responsible for selecting, supervising, and compensating any and all individuals employed pursuant to the terms of this Solicitation and resulting contract. Neither the Vendor, nor any employees or subcontractors of the Vendor, shall be deemed to be employees of the State for any purpose whatsoever. Vendor shall be exclusively responsible for payment of employees and contractors for all wages and salaries, taxes, withholding payments, penalties, fees, fringe benefits, professional liability insurance premiums, contributions to insurance and pension, or other deferred compensation plans, including but not limited to, Workers’ Compensation and Social Security obligations, licensing fees, etc. and the filing of all necessary documents, forms, and returns pertinent to all of the foregoing. Vendor shall hold harmless the State and shall provide the State and Agency with a defense against any and all claims including, but not limited to, the foregoing payments, withholdings, contributions, taxes, Social Security taxes, and employer income tax returns.

3.36. Indemnification: The Vendor agrees to indemnify, defend, and hold harmless the State and the Agency, their officers, and employees from and against: (1) Any claims or losses for services rendered by any subcontractor, person, or firm performing or supplying services, materials, or supplies in connection with the performance of the Contract; (2) Any claims or losses resulting to any person or entity injured or damaged by the Vendor, its officers, employees, or subcontractors by the publication, translation, reproduction, delivery, performance, use, or disposition of any data used under the Contract in a manner not authorized by the Contract, or by Federal or State statutes or regulations; and (3) Any failure of the Vendor, its officers, employees, or subcontractors to observe State and Federal laws including, but not limited to, labor and wage and hour laws.

3.37. Background Check: In accordance with W. Va. Code § 15-2D-3, the State reserves the right to prohibit a service provider’s employees from accessing sensitive or critical information or to be present at the Capitol complex based upon results addressed from a criminal background check. Service providers should contact the West Virginia Division of Protective Services by phone at (304) 558-9911 for more information.

3.38. Fraud, Waste and Abuse: In accordance with applicable provisions of State and Federal law, the bidder must be capable of administering and managing robust policies, procedures and controls that prevent, identify, investigate, report, and block pharmacy fraud, waste and abuse (FWA). Such programs should, at a minimum, but not be limited to, detecting, identifying and preventing the following: Unlawful kickbacks or rebating; Clinical trials manipulation/fraud against the Food and Drug Administration (FDA); Off-label marketing/Food Drug and Cosmetic Act (FDCA) violation; Failure to comply with Current Good Manufacturing Practices (CGMP) requirements; Compounded drug fraud; Illegal drug-switching; “artificial networks”; mail order fraud; detection of invalid prescriptions; detection of “shell pharmacies”; etc. Bidders shall submit a copy of their FWA Framework as part of their RFP submission.

3.3.9. Litigation Bond: Each Bidder responding to this RFP is required to submit a litigation bond in the amount of 5% of submitted bid based only on annual administrative fees, made payable to the West Virginia Public Employees Insurance Agency. In lieu of a litigation bond, bidder may submit a litigation waiver form. A surety company licensed to do business in the State of West Virginia with the West Virginia Insurance Commission, on a form acceptable to the State, and countersigned by a West Virginia Resident Agent must issue this bond. The only acceptable alternate forms of the bond are (1) company certified check (not an individual) and (2) a cashier’s check. The purpose of the litigation bond is to discourage unwarranted or frivolous lawsuits pertaining to the award of a contract from this RFP. Secondly, the bond provides a mechanism for the State of West Virginia, the Agency, and it’s officers, employees, or agents thereof to recover damages, including (but not limited to) attorney fees, loss of revenue, loss of grants or portions thereof, penalties imposed by the federal government and travel expenses which may result from any such litigation. A claim against the bond will be made if the Bidder contests the award in a court of competent jurisdiction and the grounds are found to be unwarranted or frivolous based on the facts of the award or applicable law as determined by the court.

The bond or alternate form must remain in effect for two years from the proposal submission date. After six (6) months, each Bidder may request, and the State anticipates granting, a release of the litigation bond or alternate form. However, the Bidder will be required to provide a release (signed and notarized in a form that is acceptable to the State) prior to release of the bond which states that the Bidder will not sue. Failure to submit an appropriate bond or Litigation Waiver Form with the proposal at the time of bid opening will result in automatic disqualification of the Bidder’s proposal and the proposal will be considered non-responsive. The Litigation Waiver form would need to be completed and submitted with the proposal in place of a litigation bond. The Bidder would completely waive and forgo any and all legal right or ability the Bidder may now have, or in the future, to initiate any sort of challenge to or against the selection of a Bidder and/or the ultimate award of a contract pursuant to the RFP. Additional details are within the Litigation Waiver Form (Exhibit 7).

PROPOSAL SUBMISSION

1. Proposal Submission Information: All bids must be received by the Vendor by due date. Any bid received by ARMSRx, or Agency staff is considered to be in the possession of the Agency and will not be returned for any reason. Bids should be prepared as follows:

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1.1 Economy of Preparation: Proposals should be prepared simply and economically providing a concise description of the items requested in this Solicitation. Emphasis should be placed on completeness and clarity of the content. Vendor should include all attachments requested but must include at minimum those attachments noted as “required with bid”.

1.2 Incurring Cost: ARMSRx, the Agency, nor any of its employees or officers shall be held liable for any expenses incurred by any Vendor responding to this RFP, including but not limited to preparation, delivery, or travel.

1.3 Two-Part Submission:…