STATE OF NORTH CAROLINA

Transcription

1 STATE OF NORTH CAROLINA The North Carolina State Health Plan for Teachers and State Employees Request for Proposal #: Printing and Mailing Services Date of Issue: October 16, 2015 Proposal Opening Date: November 5, 2015 At 2:00 PM ET Direct all inquiries concerning this RFP to: Dwayne Alston Phone:

2 STATE OF NORTH CAROLINA Request for Proposal # For internal State agency processing, including tabulation of proposals in the Interactive Purchasing System (IPS), please provide your company s Federal Employer Identification Number or alternate identification number (e.g. Social Security Number). Pursuant to North Carolina General Statute (b) this identification number shall not be released to the public. This page will be removed and shredded, or otherwise kept confidential, before the procurement file is made available for public inspection. This page is to be filled out and returned with your proposal. Failure to do so may subject your proposal to rejection. ID Number: Federal ID Number or Social Security Number Vendor Name

3 STATE OF NORTH CAROLINA NC State Health Plan for teachers and State Employees Refer ALL Inquiries regarding this RFP to: Dwayne Alston Phone #: Request for Proposal # Proposals will be publicly opened: November 5, 2015, at 2:00 p.m. EST Contract Type: Open Market/Agency Specific Commodity No. and Description: 966- Printing and Mailing Services Using Agency: NC State Health Plan for Teachers and State Employees Requisition No.: N/A EXECUTION In compliance with this Request for Proposals, and subject to all the conditions herein, the undersigned Bidder offers and agrees to furnish and deliver any or all items upon which prices are bid, at the prices set opposite each item within the time specified herein. By executing this proposal, the undersigned Bidder certifies that this proposal is submitted competitively and without collusion (G.S ), that none of its officers, directors, or owners of an unincorporated business entity has been convicted of any violations of Chapter 78A of the General Statutes, the Securities Act of 1933, or the Securities Exchange Act of 1934 (G.S ), and that it is not an ineligible Bidder as set forth in G.S False certification is a Class I felony. Furthermore by executing this proposal, the undersigned certifies to the best of Bidder s knowledge and belief, that it and its principals are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency. As required by G.S , the undersigned Bidder certifies that it, and each of its sub-contractors for any Contract awarded as a result of this RFP, complies with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system. G.S and Executive Order 24 (2009) prohibit the offer to, or acceptance by, any State Employee associated with the preparing plans, specifications, estimates for public Contract; or awarding or administering public Contracts; or inspecting or supervising delivery of the public Contract of any gift from anyone with a Contract with the State, or from any person seeking to do business with the State. By execution of any response in this procurement, you attest, for your entire organization and its employees or agents, that you are not aware that any such gift has been offered, accepted, or promised by any employees of your organization. Failure to execute/sign proposal prior to submittal shall render proposal invalid and it WILL BE REJECTED. Late proposals cannot be accepted. VENDOR: STREET ADDRESS: P.O. BOX: ZIP: CITY & STATE & ZIP: TELEPHONE NUMBER: TOLL FREE TEL. NO: PRINCIPAL PLACE OF BUSINESS ADDRESS IF DIFFERENT FROM ABOVE (SEE INSTRUCTIONS TO VENDORS ITEM #10): PRINT NAME & TITLE OF PERSON SIGNING ON BEHALF OF VENDOR: FAX NUMBER: VENDOR S AUTHORIZED SIGNATURE: DATE: Offer valid for at least 90 days from date of proposal opening. After this time, any withdrawal of offer shall be made in writing, effective upon receipt by the agency issuing this RFP. ACCEPTANCE OF PROPOSAL If any or all parts of this proposal are accepted by the State of North Carolina, an authorized representative of the State Health Plan (SHP) shall affix his/her signature hereto and this document and all provisions of this Request For Proposal along with the Vendor proposal response and the written results of any negotiations shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the successful Vendor(s). FOR STATE USE ONLY: Offer accepted and Contract awarded this day of, 20, as indicated on the attached certification, by. (Authorized Representative of SHP). Ver: 7/1/15 Page 1 of 43

4 TABLE OF CONTENTS SECTION TITLE PAGE NUMBER SECTION I INTRODUCTION A. Purpose, Goal, and Background 6 SECTION II GENERAL INFORMATION AND NOTICE TO OFFERORS A. Important Events 7 B. Restrictions and Notices to Offerors 8 C. RFP Functionality 9 D. Multiple Awards 9 E. Single Award 9 F. Request for Proposal Document 10 G. Notice to Vendors Regarding RFP Terms and Conditions 10 SECTION III CALENDAR OF EVENTS A. Proposed Timeline 11 SECTION IV NC GENERAL TERMS AND CONDITIONS A. Initial Contract Term 12 B. Renewals 12 C. Acceptance of RFP Terms & Conditions 12 D. Administrators for the Contract and HIPAA Privacy Officer 12 E. Advertising 14 F. Affirmative Action 14 G. Amendments 14 H. Assignments 14 I Audits and Access to Records 14 J. Availability of Funds 15 K. Beneficiaries 15 L. Certification 15 Page 2 of 43

5 SECTION TITLE PAGE NUMBER M. Change in Corporate Structure 15 N. Compliance with Laws 16 O. Confidentiality and Protection of Proprietary Information 16 P. Confidentiality of Proposals 17 Q. Conflict Resolution 17 R. Contract Documents 18 S. Copyrights and Ownership of Deliverables 18 T. Data Ownership 18 U. Defined Terms and References 18 V. Entire Agreement 20 W. Equal Employment Opportunity 20 X. Executive Order 24 and N.C.G.S Y. Force Majeure 20 Z. Governing Law 20 AA. Historically Underutilized Business 20 BB. Indemnification 20 CC. Independent Contractor 21 DD. Insurance 21 EE. Invoicing and Reimbursement 22 FF. Key Personnel 22 GG. Liability Claims Against The Contractor 22 HH. Other Contractual Requirements 23 II. Proposal Requirements 23 JJ. Protest Procedures 23 KK. Reciprocal Preference 23 LL. Records Retention 23 MM. Rejection of Proposals 24 OO. Sales/Use Tax Refunds 24 PP. Subcontracting 24 QQ. Tabulations 24 RR. Termination with Cause 24 Page 3 of 43

6 SECTION TITLE PAGE NUMBER SS. Termination without Cause 25 TT. Time of the Essence 25 UU. Titles 25 VV. Travel Expenses 26 WW. Vendor Registration and Solicitation 26 XX. Waiver of Default 26 SECTION V PROPOSAL REQUIREMENTS A. Technical Proposal Requirements 27 B. Cost Proposal Requirements 34 C. Number of Technical and Cost Proposals 34 D. Rejection of Proposal 35 E. Falsified Information 35 F. Performance Outside the United States 36 SECTION VI SCOPE OF WORK A. Overview and Expectation 37 B.. Immediate Printing and Mailing Services to be Provided 37 C. Other Contractual Deliverables 38 SECTION VII THE PROCUREMENT PROCESS A. General Information 39 B. Evaluation Process and Scoring of Proposals 39 C. Evaluation Committee 42 D. Oral Presentation or Teleconference 42 E. Approval for Contract Award 42 SECTION VIII LIST OF ATTACHMENTS & EXHIBITS 43 EXHIBIT A Reserved n/a EXHIBIT B Cost Proposal Schedule 3 pages EXHIBIT C HIPAA Questionnaire 3 pages Page 4 of 43

7 SECTION TITLE PAGE NUMBER EXHIBIT D Business Associate Agreement (Sample) 13 pages EXHIBIT E Location of Workers Utilized by Vendor 1 page Page 5 of 43

8 SECTION I: INTRODUCTION A. Purpose, Goal and Background 1. Purpose The North Carolina State Health Plan for Teachers and State Employees (Plan) requires a print and mail vendor(s) to support the periodic printing and mailing of materials to the Plan s 680,000 members. The Plan sends a variety of printed material, including, but not limited to, both color and black/white postcards, letters, brochures and enrollment guides to its membership throughout the year. 2. Goal The goal of this RFP is to secure a HIPAA compliant print and mail vendor(s) to support the as needed print and mail requirements of the Plan. The Plan anticipates that the Contractor s engagement will begin January 1, Background The North Carolina State Health Plan, by authority of General Statutes, Chapter 135, Article 3B, currently provides a choice of three (3) Preferred Provider Organization (PPO) plan designs exclusively for the benefit of its eligible active employees, retirees, and eligible dependents of active and retired employees. There are over two hundred (200) employing units whose employees are eligible to receive benefits from the State Health Plan. Employing units include State agencies and departments, universities, public schools, and local community colleges. In addition, a number of local government entities and charter schools also receive benefits under the Plan. In total, the Plan provides benefits for approximately six hundred eighty thousand (680,000) lives. Members reside in all of North Carolina s one hundred (100) counties with some members residing in other states. The Plan is exempt from ERISA pursuant to 29 U.S.C.S as it is a self-funded state government health benefit program established for the benefit of State employees. Benefits, premium rates, co-pays, deductibles, and coinsurance maximums are set by the State Treasurer as approved by the Board of Trustees. For a complete overview of benefits please refer to the State Health Plan s website at The State Health Plan operates as a division of the Department of State Treasurer. The Treasurer is responsible for administering and operating the State Health Plan as described in Article 3B of Chapter 135 of the General Statutes subject to certain approvals by and consultations with the Board of Trustees. An Executive Administrator oversees the day to day operations of the Plan. The State Treasurer, Board of Trustees and Executive Administrator are required to carry out their duties and responsibilities as fiduciaries for the Plan and report to the General Assembly as directed by the President Pro Tempore of the Senate and the Speaker of the House of Representatives. Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto. Page 6 of 43

9 SECTION II: GENERAL INFORMATION AND NOTICE TO OFFERORS A. Important Events 1. General Questions - Questions concerning the specifications in this RFP will be received until 5:00 p.m., EST, October 22, Response to General Questions - A summary of questions and answers will be posted on the State s Interactive Purchasing System (IPS) website ( as an Addendum, located under the RFP#: It is the Offeror's responsibility to assure that all addenda have been reviewed and, if required, signed and returned. 3. Minimum Requirements Table, located in Section V.A.2.1, must be completed and submitted along with the Offeror s proposal. 4. Execution of Proposal, located on Page 1 must be signed and submitted along with the Offeror s proposal. 5. Submission of Proposals Proposals for furnishing services described herein subject to the conditions made a part hereof will be received until 2:00 p.m., EST, November 5, 2015 at NC State Health Plan, 3200 Atlantic Ave., Raleigh, NC Oral Presentation or Teleconference - The Offeror may be required to make an Oral Presentation of its proposal to the Plan, or in lieu of an Oral Presentation the Plan may require a teleconference to discuss the proposal. This process provides an opportunity for the Offeror to elaborate and/or clarify any area of its submitted proposal as requested by the Plan. If required, Oral Presentations will be conducted on-site at 3200 Atlantic Ave., Raleigh NC, or at a location within a thirty (30) mile radius of the Plan s physical address at the discretion of the Plan. The Offeror will be responsible for all costs, including travel, associated with the presentation. 7. Site Visit The Plan may require a site visit of the Offeror s proposed site of operation or facility for the purpose of evaluation to observe proposed systems, equipment, review policies and procedures or verify any other information in the Offeror s response. If required, the Offeror will be given advanced notice to prepare for the site visit. The Offeror will be responsible for all incidental costs associated with holding the site visit; however, the Plan cover its own travel costs. 8. Within two (2) days after notification of award of a contract, the Vendor must register in NC E- Your Service ( Page 7 of 43

10 B. Restrictions and Notices to Offerors 1. The Offeror shall disclose any affiliation, business relationship, or other association with any of the Plan s contracted business partners. The Plan s list of contracted business partners can be viewed here: Offerors must also review and respond to Section V.A.2.7, Disclosure, of this RFP. 2. The Offeror is cautioned that the requirements of this RFP can only be altered by written Addendum and that verbal communications from whatever source(s) are of no effect. 3. Prohibited Communications: From the issuance date of this RFP through the date the contract is awarded, each Offeror (including its subcontractors and/or suppliers) is prohibited from having any communications with any person inside or outside the using agency, issuing agency, other government agency office, or body (including the purchaser named above, department secretary, agency head, members of the general assembly and/or governor s office), or private entity, in which the content of Offeror s proposal or qualifications, the contents of another Offeror s proposal, another Offeror s qualifications or ability to perform the contract is discussed. Offeror (including its subcontractors and/or suppliers) is also prohibited from the transmittal of any other communication of information that has the effect of directly or indirectly influencing the evaluation of proposals and/or the award of the contract. Offerors not in compliance with this provision shall be disqualified from contract award, unless it is determined that the best interest of the Plan would not be served by the disqualification. An Offeror s proposal may be disqualified if its subcontractor and supplier engage in any of the foregoing communications during the time that the procurement is active (i.e., the issuance date of the procurement to the date of contract award). Only the discussions, communications or transmittals of information authorized by the issuing agency in this RFP or general inquiries to the purchaser regarding the status of the contract award are exempt from this provision. 4. Should the Plan require an Oral Presentation, the Offeror is cautioned that the Plan may require confirmation in writing of the responses provided during the oral presentation (whether onsite or via teleconference) or site visit. 5. The Offeror is cautioned against any attempt to market services, introduce verbal, or in written or electronic format, any new concept, technical component, service or description not previously included in the Offeror s written proposal, during any site visit, unless specifically requested by the Plan. 6. Pursuant to Section V.D, the Plan reserves the right to reject proposals deemed not responsive, incomplete or non-compliant with the requirements described herein. 7. Offerors are cautioned that this is a request for offers, not a request to contract, and the Plan reserves the unqualified right to reject any and all offers when such rejection is deemed to be in the best interest of the Plan. Page 8 of 43

11 8. The Plan shall conduct a comprehensive, fair, and impartial evaluation of the proposals received in response to this request. C. RFP Functionality This RFP serves two functions: a. Advise potential Offerors of the parameters of the services being sought by the Plan; and b. Provide (together with other specified documents) the terms of the contract resulting from this procurement. As such, all terms in the RFP shall be enforceable as contract terms. The use of phrases such as shall, must, and requirements are intended to create enforceable contract conditions. In determining whether proposals should be evaluated or rejected, the Plan will take into consideration the degree to which Vendors have proposed or failed to propose solutions that will satisfy the Plan s needs as described in the RFP. Except as specifically stated in the RFP, the Plan may exercise its discretion in determining whether failure to meet one or more requirements shall constitute a basis for rejecting a proposal in its entirety. D. Multiple Awards: 1. The Plan reserves the right to award multiple contracts resulting from this RFP to multiple vendors. 2. If the Plan determines multiple contract awards are the most advantageous and constitute the best value for the Plan, the Plan may award multiple individual contracts for printing and mailing services or multiple contracts for printing services and multiple contracts for mailing services. E. Single Award: The Plan reserves the right to award the contract resulting from this RFP to one (1) vendor if it is determined that a single vendor contract award is the most advantageous and constitutes the best value for the Plan. Page 9 of 43

12 F. Request For Proposal Document The RFP is comprised of the base RFP document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this RFP in advance of any Contract award are incorporated herein by reference. G. Notice To Vendors Regarding RFP Terms and Conditions It shall be the Vendor s responsibility to read the Instructions, the Plan s terms and conditions, all relevant exhibits and attachments, and any other components made a part of this RFP, and comply with all requirements and specifications herein. Vendors also are responsible for obtaining and complying with all Addenda and other changes that may be issued in connection with this RFP. If Vendors have questions, issues, or exceptions regarding any term, condition, or other component within this RFP, those must be submitted as questions in accordance with in the instructions in Section II.A.1 GENERAL QUESTIONS. If the Plan determines that any changes will be made as a result of the points raised, then such decisions will be communicated in the form of an RFP addendum. The Plan may also elect to leave open the possibility for later negotiation of specific components of the Contract that have been addressed during the question and answer period. Other than through this process, the Plan rejects and will not be required to evaluate or consider any additional or modified terms and conditions submitted with Vendor s proposal. This applies to any language appearing in or attached to the document as part of the Vendor s proposal that purports to vary any terms and conditions or Vendors instructions herein or to render the proposal non-binding or subject to further negotiation. By execution and delivery of this RFP Response, the Vendor agrees that any additional or modified terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect, and will be disregarded. Noncompliance with, or any attempt to alter or delete, this paragraph shall constitute sufficient grounds to reject Vendor s proposal as nonresponsive. Page 10 of 43

13 SECTION III: CALENDAR OF EVENTS A. Proposal Timeline Activity Date or Timeframe The RFP is issued on the Interactive Purchasing System October 16, 2015 Vendor Deadline for Submission of Written Questions October Plan Responds to Questions (Posted on IPS System) October 27, 2015 Opening of Proposals by Plan (Bid Closes) November 5, 2015 Evaluation of Proposals by Plan November 6-17, 2015 Plan seeks approval from the Board of Trustees November 19 20, 2015 Award of Contract November 24, 2015 Execution of Contract by the Plan and Vendor November 30 - December 4, 2015 Services Begin January 1, 2016 *NOTE: These dates are not binding and are subject to change. Page 11 of 43

14 SECTION IV: NORTH CAROLINA GENERAL CONTRACT TERMS & CONDITIONS A. Initial Contract Term: A period of time specified by the Plan as the effective date and expiration date of the contract. The Initial Contract Term is for three years beginning January 1, 2016, through December 31, B. Renewals: At the discretion of the Plan, contracted services may be extended following the initial contract term period. The Plan shall have the option to renew for two (2) additional years in one (1) increments year beginning January 1, 2019 through December 31, 2019 and January 1, 2020 through December 31, The Plan may exercise this option by providing written notice of its intent to renew to the Contractor at least thirty (30) days prior to expiration of the term. C. Acceptance of RFP Terms & Conditions: All proposals are subject to the terms and conditions outlined herein. All responses will be controlled by such terms and conditions and the submission of other terms and conditions, price lists, catalogs, or other documents or exceptions as part of an Offeror's response shall be waived and have no effect either on this Request for Proposals or on any contract that may be awarded through this solicitation. By submitting an executed proposal, the Offeror specifically agrees to the conditions set forth in this paragraph. The Plan shall not be bound by oral explanations or instructions given at any time during the competitive process or after award. Only information which is received in response to this RFP will be evaluated; reference to information previously submitted shall not be evaluated. D. Administrators for the Contract and HIPAA Privacy Officer: The contract administrators are the persons to whom notices provided for in this Contract shall be given and to whom matters relating to administration or interpretation of this Contract shall be addressed. Either party may change its administrator or his or her address and telephone number by written notice to the other party. The Plan s contract administrator for day to day activities, contract administrator for contractual issues and HIPAA and contract compliance coordinator contact information is provided below. The Contractor s contract administrator for day to day activities, contractor administrator for contractual issues and HIPAA Privacy Officer must be identified in the Contractor s proposal. North Carolina State Health Plan Contract Administrator regarding day-to-day activities herein: Beth Horner Page 12 of 43

15 Customer Experience Manager North Carolina State Health Plan for Teachers and State Employees 3200 Atlantic Avenue Raleigh, NC Phone (919) North Carolina State Health Plan Contract Administrator for all contractual issues listed herein: Dwayne Alston Contracting and Compliance State Health Plan for Teachers and State Employees 3200 Atlantic Avenue Raleigh, NC Phone (919) North Carolina State Health Plan HIPAA and Contract Compliance Coordinator for all privacy related matters herein: Jackie Boyden HIPAA Privacy and Security Officer North Carolina State Health Plan for Teachers and State Employees 3200 Atlantic Avenue Raleigh, NC Phone (919) Contractor s Contract Administrator regarding day-to-day activities herein: Phone: Contractor s Contract Administrator for all contractual issues listed herein: Page 13 of 43

16 Phone: Contractor s HIPAA and/or Privacy Officer: Phone: E. Advertising: The Offeror shall not use the award of a contract as part of any news release or commercial advertising without the Plan s written permission. This requirement does not preclude the Contractor from including this contract as a reference in a proposal or including the Plan on client lists and other communications not intended for general distribution. F. Affirmative Action: The Contractor shall take affirmative action in complying with all Federal and State requirements concerning fair employment and employment of people with disabilities, and concerning the treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national origin, or disability. G. Amendments: This contract may not be amended orally or by performance. This contract may be amended only by written Amendments duly executed by the Plan and the Contractor. No changes in scope of work, time for performance, or other contractual terms shall be effective without a written Amendment. H. Assignment: No assignment of the Contractor s obligations or the Contractor s right to receive payment hereunder shall be permitted and any purported Assignment is void. However, upon written request approved by the issuing purchasing authority, the Plan may: 1. Forward the Contractor s payment check(s) directly to any person or entity designated by the Contractor, or 2. Include any person or entity designated by Contractor as a joint payee on the Contractor s payment check(s). In no event shall such approval and action obligate the Plan to anyone other than the Contractor and the Contractor shall remain responsible for fulfillment of all contract obligations. I. Audits and Access to Records: The Plan reserves the right to conduct audits of Contractor s records, files, facilities, systems, and books related to the performance or Page 14 of 43

17 cost of this contract. The Plan may audit Contractor no more than once per contract term and within one year after the Contract terminates. However, the Plan is not limited on the number of for cause audits it may conduct. The Plan may conduct for cause audits for any of the following reasons: 1) Inability of Contractor to provide supporting documentation of invoicing; 2) Incompatibility of records, for example, invoicing of unallowable costs or inconsistency of documents, data and invoices; 3) Address any previous findings by auditors; 4) Unsatisfactory or untimely deliverables. The Plan will provide the Contractor with notice prior to any audit conducted by the Plan and any such audit will be ordinarily conducted during the business hours of 9 a.m. to 5 p.m., Monday through Friday. The Contractor shall reasonably make available to the Plan any person, record or file reasonably necessary to validate either performance or cost. The State Auditor shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions in accordance with N.C.G.S J. Availability of Funds: Any and all payments to the Contractor are dependent upon and subject to the appropriation, allocation and availability of funds to the Plan for the purpose set forth in this agreement. K. Beneficiaries: Except as herein specifically provided otherwise, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the terms and conditions of this contract, and all rights of action relating to such enforcement, shall be strictly reserved to the Plan and the named Contractor. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the Plan and Contractor that any such person or entity, other than the Plan or the Contractor, receiving services or benefits under this contract shall be deemed an incidental beneficiary only. L. Certification: By executing the proposal, the signer certifies that this proposal is submitted competitively and without collusion (N.C.G.S ), that none of its officers, directors, or owners of an unincorporated business entity have been convicted of any violations of Chapter 78A of the General Statutes, the Securities Act of 1933, or the Securities Exchange Act of 1934 (N.C.G.S ), and that Offeror is not an ineligible vendor as set forth in N.C.G.S False certification is a Class I felony. M. Change in Corporate Structure: In cases where contractors are involved in corporate consolidations, acquisitions or mergers, the agency which issued the solicitation document resulting in the contract may negotiate agreements for the transfer of contractual obligations and the continuance of contracts within the framework of the new corporate structures but with the understanding that the state s contracts are not instruments for sale and shall not be assigned. Page 15 of 43

18 N. Compliance with Laws: The Contractor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business or the Plan s business to the extent such laws apply to the Contractor s obligations and services under this Contract. O. Confidentiality and Protection of Proprietary Information: Pursuant to N.C.G.S , , and in accordance with other state and federal law, including the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH), the Contractor agrees to maintain the confidentiality of all Plan member information and the terms of reimbursement, consideration, and all trade secret or other proprietary information of Plan contractors, whether it is obtained orally or in writing. In addition, any information, data, instruments, documents, studies or reports given to or prepared or assembled by the Contractor under this Agreement shall be kept by the Contractor as confidential and not divulged or made available to any individual or organization without the prior written approval of the Plan. The Contractor's duty to keep such information, data, instruments, documents, studies or reports confidential shall survive the termination of this Agreement. 1. Protection of Proprietary Information Except to the extent required by law, neither Party shall, without prior written consent of the other Party, either directly or indirectly divulge, disclose, or communicate in any manner whatsoever to any person not employed or affiliated with the Party any confidential or proprietary information concerning any matters affecting or relating to the business or operations or future plans of the other Party, including but not limited to, policies, procedures, and protocols of the Plan. This section applies to confidential information acquired by the Parties as a result of the performance of their obligations under this Contract. In the same manner, each Party shall also maintain the confidentiality of proprietary or otherwise confidential information of the other Party's vendors or affiliates. Confidential and proprietary information is defined as information that meets the conditions set forth in N.C.G.S (1). Confidential and proprietary information does not include information which (i) is or becomes generally available or known to the public through no fault of the receiving party, (ii) is subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the party who disclosed the information; or (iii) has already been or is hereafter independently acquired or developed by the receiving without violating any confidentiality agreement with or other obligation to the party who disclosed the information. Any information rightfully known by the Contractor prior to disclosure by the Plan may not be confidential and proprietary depending on Contractor s acquisition of such information and Contractor s use of such information authorized by the owner of the information. These confidentiality provisions are subject to applicable state and federal law. Page 16 of 43

19 2. Business Associate Agreement Contractor agrees to sign a mutually agreeable Business Associate Agreement (BAA) within thirty (30) calendar days of contract award. Failure of the Contractor to sign a BAA may result in termination of the Contract. The Plan may use any action available under law to remedy or mitigate the impact of a violation of this section of the Contract. Offerors may obtain a draft copy of the Plan s current HIPAA Business Associate Agreement by sending an request to: Dwayne.Alston@nctreasurer.com Any changes to the Plan s BAA may be proposed by the Offeror by tracking changes/red-lining the document and including the edited document as part of their response. If no changes are proposed in the Contractor s response to the RFP, the Contractor agrees to sign the BAA as presented by the Plan. P. Confidentiality of Proposals: In submitting its proposal the Offeror agrees not to discuss or otherwise reveal the contents of the proposal to any source outside of the State Health Plan, government or private, until after the award of the contract. Only those communications with the State Health Plan authorized by this RFP are permitted. All Offerors are advised that they are not to have any communications with the State Health Plan regarding this RFP during the evaluation of the proposals (i.e., after the public opening of the proposals and before the award of the contract), unless the State Health Plan contacts the Offeror(s) for purposes of seeking clarification. An Offeror shall not: transmit to the State Health Plan any information commenting on the ability or qualifications of other Offerors to perform the advertised contract and/or the other Offerors proposals and/or prices at any time during the procurement process; or engage in any other communication or conduct attempting to influence the evaluation and/or award of the contract that is the subject of this RFP. Offerors not in compliance with this provision may be disqualified, at the option of the State Health Plan, from contract award. Only discussions authorized by the State Health Plan and discussion unrelated to the RFP and this procurement are exempt from this provision. Q. Conflict Resolution: In the event the parties cannot mutually agree to a resolution of any controversies or claims between the parties regarding the provision of services and completion of deliverables, the Parties may attempt to resolve the dispute through nonbinding mediation or other mutually agreeable dispute resolution process. Nothing herein is intended to prevent either Party from seeking any remedy available at law including seeking redress in a court of competent jurisdiction. Page 17 of 43

20 In the event of any inconsistency between the hardcopy of the technical proposal or the cost proposal and the softcopy (CD) of the technical proposal or the cost proposal, the hardcopy shall prevail. R. Contract Documents: The Contract consists of the following documents, incorporated herein by reference: 1. The Addenda to this RFP, if any; and 2. This RFP, which includes all Exhibits and Attachments; and 3. The Contractor s Technical Proposal and Cost Proposal including clarifications. In the event of a conflict between or among the terms of the Contract Documents, the term in the Contract Document with the highest precedence shall prevail. The Addenda to the RFP (if any), in reverse order of publication, shall have the highest precedence, the RFP shall have the second highest precedence, and the successful Offeror s proposal shall have the third highest precedence. These documents constitute the entire agreement between the parties and supersede all prior oral or written statements or agreements. S. Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this contract are the exclusive property of the Plan. The Contractor shall not assert a claim or other property interest in such deliverables. T. Data Ownership: The Contractor understands and agrees that all data and documents provided by the Plan, or by the Plan s contracted vendors authorized by the Plan is owned by the Plan or its vendors and shall be used by the Contractor solely for the purposes described in this contract. Under no circumstances shall the Contractor share the data with any other entity without the Plan s prior written authorization except as otherwise authorized by this Contract. U. Defined Terms and References: 1. Bidder An individual or business entity submitting a bid proposal in response to this RFP. Any reference to the term Bidder shall herein be synonymous with the term Offeror. 2. Board of Trustees The fiduciary board for the Plan described in G.S whose members are appointed by the Governor, the General Assembly, and the State Treasurer and whose powers and duties are described in G.S Conflict of Interest Situations or circumstances through which the Offeror, or entities or individuals closely affiliated with the Offeror, will derive, or reasonably may be perceived as deriving, direct financial or other pecuniary benefit from its performance of this Contract other than through the compensation received according Page 18 of 43

21 to the Contract for performance of the Contract, or that might impair, or reasonably be perceived as impairing, the Offeror s ability to perform this Contract in the best interests of the State. 4. Contractor For purposes of this RFP, Contractor is used to refer to the winning bidder. In general, contractor is a company or person under contract with the Plan to perform or provide a specific good or service (see vendor). 5. Dependent An eligible Plan member other than the subscriber. 6. May Denotes that which is permissible, not mandatory. 7. Member - Any active employee or retiree enrolled in the North Carolina State Health Plan for Teachers and State Employees, or a dependent currently enrolled in the health benefit plan for which a premium is paid. 8. N.C.G.S. North Carolina General Statute. 9. Offeror - An individual or business entity submitting a bid proposal in response to this RFP. See Bidder. Any reference to the term Offeror shall herein be synonymous with the term Bidder. 10. Request for Proposal (RFP) The document which establishes the bidding and contract requirements and solicits bid proposals to meet the purchase needs of the State Health Plan. 11. Shall or Must Denotes that which is a mandatory requirement. 12. State Business Day Monday through Friday 8:00am through 5:00pm, Eastern Standard Time, except for North Carolina state holidays as defined by the Office of State Human Resources. See Subcontractor An entity having an arrangement with a Plan Contractor, where the Plan Contractor uses the products and/or services of that entity to fulfill some of its obligations under its contract with the Plan, while retaining full responsibility for the performance of all of its [the Contractor's] obligations under the contract, including payment to the subcontractor. The subcontractor has no contractual relationship with the Plan, only with the Contractor. 14. Task A discrete unit of work to be performed. 15. Vendor Companies or persons that the Plan has contracted with for a specific good or service. Page 19 of 43

22 V. Entire Agreement: This contract as described in paragraph R above and any documents incorporated specifically by reference represent the entire agreement between the parties and supersede all prior oral or written statements or agreements. W. Equal Employment Opportunity: The Contractor shall comply with all applicable federal and state laws relating to equal employment opportunity. X. Executive Order 24: and N.C.G.S : Prohibits the offer to, or acceptance by, any State Employee of any gift from anyone with a contract with the State, or from any person seeking to do business with the State. By execution of any response in this procurement, the signatory to the Contract attests for the entire organization and its employees or agents, which Contractor is not aware that any such gift has been offered, accepted, or promised by any employee of the organization to an employee of the State Health Plan or its Board of Trustees. Y. Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations due to circumstances beyond its control and without fault or negligence, including but not limited to, any act of war, hostile foreign action, nuclear explosion, riot, strikes, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. Z. Governing Law: The validity of this Contract and any of its terms or provisions, as well as the rights and duties of the parties to this Contract, are governed by the laws of North Carolina. The Contractor agrees and submits, solely for matters concerning this Contract, to the exclusive jurisdiction of the courts of North Carolina and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Wake County, North Carolina. The place of this Contract and all transactions and agreements relating to it, and their situs and forum, shall be Wake County, North Carolina, where all matters, whether sounding in contract or tort, relating to the validity, construction, interpretation, and enforcement of this Contract shall be determined. AA. Historically Underutilized Business: Pursuant to General Statute and Executive Order #150, the State invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled individuals, disabled business enterprises and non-profit work centers for the blind and severely disabled. BB. Indemnification: The Contractor shall hold and save the State, its officers, agents, and employees, harmless from that portion of any liability, including all claims and losses accruing or resulting to any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this contract, and from any and all claims and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Contractor s negligence or willful misconduct or breach in the performance of this contract. Page 20 of 43

23 Contractor shall have no liability to the Plan arising from or relating to any third party failure of any hardware, software, information or materials selected or supplied by the Plan, which failure the Contractor should not reasonably have detected through the exercise of ordinary care. Third party does not include Contractor s subcontractor (s). CC. Independent Contractor: The Contractor is and shall be deemed to be an independent Contractor in the performance of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Contractor represents that it has, or shall secure at its own expense, all personnel required in performing the services under this agreement. Such employees are not employees of, or have any individual contractual relationship with, the Plan. DD. Insurance: During the term of the contract, the Contractor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the contract. At a minimum, the Contractor shall provide and maintain the following coverage and limits: 1. Worker s Compensation - The Contractor shall provide and maintain Worker s Compensation Insurance, as required under applicable law, as well as employer s liability coverage with minimum limits of $150,000.00, covering all of Contractor s employees who are engaged in any work under the contract. If any work is subcontracted, where appropriate, the Contractor shall require the subcontractor to provide the same coverage for any of its employees engaged in any work under the contract. 2. Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $500, Combined Single Limit. (Defense cost shall be in excess of the limit of liability). 3. Automobile - Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non-owned vehicles, used in connection with the contract. The minimum combined single limit shall be $150,000 bodily injury and property damage; $150,000 uninsured/under insured motorist; and $1,000 medical payment. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of this contract. All such insurance shall meet all laws of the requirements of all applicable laws. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of the applicable state. The Contractor shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies. The limits of coverage under each insurance policy maintained by the Contractor shall not be interpreted as limiting the Contractor s liability and obligations under the contract. Page 21 of 43

24 EE. Invoicing and Reimbursement: 1. The Contractor shall submit a copy of IRS, Form W-9 to the Plan s Contracting Section within fifteen (15) days of execution of the Contract. 2. For all fees, the Contractor shall electronically invoice the Plan for services rendered in accordance with this section and in compliance with the cost proposed in Exhibit B. Invoices containing any charges other than those identified in the Cost Proposal will be rejected. 3. To ensure timely receipt and payment all electronic invoices shall be submitted to: SHPNCFinance@nctreasurer.com 4. For all the services outlined in Section VI, Scope of Work, the Contractor shall submit an invoice, accompanied by a detailed document supporting the charges, by the 15 th day of the month for services provided in the previous month. 5. The Plan, at its sole discretion, shall determine if the services on each invoice have been satisfactorily completed. The Plan may withhold payment for incomplete, unsatisfactory or untimely deliverables. Payment shall be made within thirty (30) days of receipt of the invoice, provided that the Plan has determined satisfactory completion of a particular deliverable/service in accordance with the time schedule established by the Plan. 6. The Plan reserves the right to validate any invoice submitted for payment, and shall have access to Contractor s or Subcontractor s supporting documentation necessary to validate the invoice. 7. The Contractor is responsible for any and all payments to subcontractors. 8. Payment of the invoice by the Plan shall not constitute a waiver or otherwise prejudice the Plan s right to object to or question any invoice or matter in relation thereto. Such payment shall not be construed or acceptance of any part of the work or service provided or as an approval of any of the amount invoiced therein. FF. Key Personnel: The Contractor shall not replace any of the key personnel assigned to the performance of this contract without prior written notice to the Plan. The term key personnel includes any and all persons identified as such in the contract documents and any other persons subsequently identified as key personnel by the written agreement of the parties. Contractor shall endeavor to replace key personnel with persons with similar qualifications such as education, experience and certifications. GG. Liability Claims Against The Contractor: Neither the State Health Plan nor its employees acting in their capacity as State Health Plan employees or, the State of North Page 22 of 43

25 Carolina nor its employees acting in their capacity as state employees, shall be responsible for any liability claims against the Contractor. HH. Other Contractual Requirements: 1. The Contractor shall provide a written explanation to the Plan no later than thirty (30) calendar days, or as reasonably practical, prior to the due date of any deliverable if a delay is anticipated. This notice shall not relieve the Contractor of its responsibility, or any reduction in fees, for untimely completion of deliverables in accordance with the Contract. 2. Within ten (10) calendar days of the execution date of the Contract, the Contractor must begin the process of executing Confidentiality Agreement(s) with the Plan s contracted vendor for Eligibility and Enrollment Services and any other contracted vendor as determined by the Plan, in which the release and sharing of confidential information is required in order for Contractor to provide the required services under this Contract. The Plan shall provide the Contractor with contact information for these Vendors upon announcement of the winning Bidder. II. Proposal Requirements: Proposals received in response to this solicitation shall adhere to the requirements contained herein. Any proposal that does not adhere to such requirements may be disqualified. JJ. Protest Procedures: When an Offeror wants to protest a contract award, the Offeror must submit a written request for a protest meeting to the agency s executive officer. Any protests related to this RFP should be directed to the Executive Administrator at 3200 Atlantic Ave., Raleigh, NC This request must be received in the State Health Plan within thirty (30) consecutive calendar days from the date of the contract award. Protest letters must contain specific reasons and any supporting documentation for the protest. Note: Contract award notices are sent only to those actually awarded contracts, and not to every person or firm responding to this solicitation. Contract status and Award notices are posted on the Internet at Although this RFP is being issued under an exemption from Department of Administration, Division of Purchase and Contract, protests will be handled pursuant to the process set forth in North Carolina Administrative Code, Title 1, Department of Administration, Chapter 5, Purchase and Contract, Section 5B (See Protest Information at for more information.) KK. Reciprocal Preference: N.C.G.S establishes a reciprocal preference law to discourage other states from applying in-state preferences against North Carolina s resident Offerors. The Principal Place of Business is defined as the principal place from which the trade or business of the Offeror is directed or managed. LL. Record Retention: The North Carolina State Health Plan for Teachers and State Employees basic records retention policy requires all records to be retained for a Page 23 of 43