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: [email protected] 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: [email protected] 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

26 minimum of five (5) years following completion or termination of the contract; however, if any litigation, claim, negotiation, audit, disallowance action, or other action involving this contract has been started before expiration of the five year retention period described above, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular five year period described above, whichever is later. Certain records, such as those subject to HIPAA, may have longer retention periods or require destruction sooner; therefore, such records shall be maintained, destroyed or disposed of in accordance with applicable law or regulation. MM. Rejection of Proposals: Any proposal, whether Technical or Cost that is deemed to be incomplete or in which there are significant inconsistencies or inaccuracies may be rejected. NN. Right to Submitted Material: All responses, inquiries, or correspondence relating to or in reference to the RFP, and all other reports, charts, displays, schedules, exhibits, and other documentation submitted by the Offerors shall become the property of the State when received except for any proprietary or trade secret information of Contractor which may be contained therein. OO. Sales/Use Tax Refunds: If eligible, the Contractor and all subcontractors shall: (a) ask the North Carolina Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this contract, pursuant to N.C.G.S ; and (b) exclude all refundable sales and use taxes from all reportable expenditures before the expenses are entered in their reimbursement reports. PP. Subcontracting: Acceptance of an Offeror s proposal will include any Subcontractor(s) specified therein. Work performed under this contract by the Contractor or its employees will not be subcontracted without prior written notice to the Plan s Contract Administrator. The Contractor shall be responsible for the performance of all of its Subcontractors. QQ. Tabulations: The Department of Administration Division of Purchase and Contract has implemented an Interactive Purchasing System (IPS) that allows the public to retrieve bid tabulations electronically from our Internet web site: Click on the IPS BIDS icon, click on Search for Bid, enter the RFP number, and then search. Tabulations will normally be available at this web site not later than one working day after opening. Lengthy tabulations may not be available on the internet and requests for these verbally or in writing cannot be honored. RR. Termination with Cause: If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner the obligations under this Contract, the Plan shall thereupon have the right to terminate this Contract by giving written notice to the Contractor and specifying the effective date thereof if such failure is not cured within thirty (30) days after Contractor s receipt of notice. In that event, all finished or unfinished deliverable items under this Contract prepared by the Contractor shall, at the option of the Plan, become its Page 24 of 43

27 property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed or services provided, however, if deliverables are combined with Contractor s proprietary business information (e.g. reasonable and customary amounts, network discounts, reimbursement methodologies) Contractor has proprietary business rights to that portion of the data. If the Contract is terminated during any ongoing task of the Contractor, the Contractor shall be paid an amount equal to the sum of the Contractor s actual work completed or services provided, but in any event, an amount no greater than the amount the Plan would have been obligated to pay if the task or service had been completed and its associated deliverable had been accepted. Notwithstanding, the Contractor shall not be relieved of liability to the Plan for damages sustained by the Plan by virtue of any breach of this Contract. The Plan may withhold any payment due the Contractor for the purpose of setoff until such time as the exact amount of damages due the Plan from such breach can be determined. In case of default by the Contractor, the Plan may procure the services from other sources and hold the Contractor responsible for any excess cost occasioned thereby. In addition, in the event of default by the Contractor under this contract, the Plan may immediately cease doing business with the Contractor, immediately terminate for cause all existing contracts the Plan has with the Contractor and de-bar the Contractor from doing future business with the Plan. SS. Termination without Cause: The Plan may terminate this contract without cause by giving ninety (90) calendar days written notice to the Contractor. In that event, all finished or unfinished deliverable items prepared by the Contractor under this contract shall, at the option of the Plan, become its property, however, if deliverables are combined with Contractor s proprietary business information (e.g. reasonable and customary amounts, network discounts, reimbursement methodologies) Contractor has proprietary business rights to that portion of the data. If the Contract is terminated during any ongoing task of the Contractor, the Contractor shall be paid an amount equal to the sum of the Contractor s reasonable labor, materials, and overhead costs demonstrably incurred for work performed in connection with that task prior to receipt of the notice of termination, but in any event an amount no greater than the amount that the State would have been obligated to pay if the task had been completed and its associated Deliverables had been accepted. If an interrupted task is one of several tasks to which a Deliverable payment would have applied, the limit to the compensation to be paid for the interrupted task shall be proportionate to the amount of work completed by the Contractor toward the Deliverable in relation to the total work required to provide the Deliverable. TT. Time of the Essence: Time is of the essence in the performance of this contract. UU. Titles: Titles and headings in this RFP and any subsequent contract are for convenience only and shall have no binding force or effect. Page 25 of 43

28 VV. Travel Expenses: The Contractor shall be responsible for all expenses, including travel mileage, meals, lodging and other travel expenses incurred in the performance of this Contract. WW. Vendor Registration and Solicitation Notification System: Vendor Link NC allows vendors to electronically register free with the State to receive electronic notification of current procurement opportunities for goods and services available on the Interactive Purchasing System. Online registration and other purchasing information are available on our Internet web site: XX. Waiver of Default: Waiver by either Party of any default or breach in compliance with the terms of this contract shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be modification of the terms of this contract unless stated to be such in writing, signed by an authorized representative of the Plan and the Contractor and attached to the contract. Page 26 of 43

29 SECTION V: PROPOSAL REQUIREMENTS A. Technical Proposal Requirements 1. Qualification of the Offeror This procurement is open to qualifying companies that satisfy the minimum requirements and qualifications described in this section. For consideration, each proposal must clearly demonstrate all of the requirements in this section. 2. Content and Format of the Technical Proposal The Proposal must consist of a complete response for each of the sections listed in Section V, and be organized and clearly labeled sequentially as follows: Minimum Requirements Table Contractor Background and Experience Key Personnel Demonstrated Technical Ability Financial Information Disclosure Subcontracting References 2.1 Minimum Requirements Table The Offeror shall: The Offeror must duplicate the Minimum Requirements Table below and provide the page number reference to the location within the Offeror s proposal where the minimum requirement has been satisfied. Any Offeror choosing to respond to this RFP must meet the following requirements: 1 Minimum Requirements Table Offeror must have experience printing, sorting, collating and mailing, via first class and bulk fulfillment to more than 300,000 households per job. Page number or tab in Offeror s submission Page 27 of 43

30 Provide documentation to support experience requirement. Offeror must complete HIPAA Questionnaire. Refer to Exhibit D. 2 3 Information provided in Questionnaire must render Offeror HIPAA compliant. Offeror must have knowledge of all regulations regarding mass mailings via the United States Postal Service for first class and bulk mailings and experience with working with Centralize Accounting Processing Systems (CAPs) accounts. Provide documentation (i.e. credentials or certifications) 2.2. Contractor Background and Experience: The Contractor must demonstrate competency in performing services described in Section VI. Scope of Work of this RFP. Preference will be given to Contractors who effectively demonstrate specialized knowledge and understanding of the goals of this RFP. The Offeror shall: a. Provide information about its business objectives and capabilities. b. Provide company information including number of employees, number of years in operation, and company location(s), including any presence in North Carolina. c. Identify any past or current involvement with services for the State of North Carolina, or any other local governments or health plans. d. Describe insurance coverage and limits, including Documentation Reconstruction coverage. Any affirmative response to this question requires proof of insurance within thirty (30) Business Days from notification of award. 2.3 Offeror s Representative The Offeror shall: Page 28 of 43

31 a. Provide to the Plan a list of individuals with authority to bind the firm, including answering questions, providing clarifications concerning the Offeror s proposal and executing future contractual documents. b. Notify the Plan within fifteen (15) calendar days of any changes in those individuals identified as having authority to bind the firm. 2.4 Key Personnel The Offeror shall: a. Provide the contact information and high level biography for the Plan s Account Manager. b. Provide a complete description of the roles and responsibilities of the Plan s Account Manager Demonstrated Technical Ability The Contractor must demonstrate competency in performing services described in Section VI. Scope of Work of this RFP. Preference will be given to Contractors who demonstrate specialized knowledge and understanding of the goals of this RFP. The Offeror shall: a. Provide a sample of each of the following: i. Tri-Fold brochure with tab(s) ii. Oversized color postcard iii. Printed Newsletter Full color with at least 12-pages iv. Booklet (black and white with over 20 pages) b. Describe the time required to prep and print 450,000 pieces for the following: i. Postcards ii. Letters iii. Brochures iv. Newsletters (at least 12-pages) c. Describe the time required to bundle and mail via USPS first class mail 450,000 pieces for the following: i. Postcards ii. Letters Page 29 of 43

32 iii. Brochures iv. Newsletters (at least 12-pages) d. Confirm that Contractor will meet print production and mail dates established by the Plan. e. Describe the quality control process for both the printing and mailing of materials. f. Describe any limitations to meeting the deliverables or requirements outlined above Financial The Offeror shall provide: Recent audited or reviewed financial statements prepared by an independent certified public accountant (CPA) that shall include, at a minimum, a balance sheet, income statement (i.e., profit/loss statement) and cash flow statement and, if the audited or reviewed financial statements were prepared more than six (6) months prior to the issuance of this RFP, the Offeror shall submit its most recent internal financial statements (balance sheet, income statement and cash flow statement or budget with entries reflecting revenues and expenditures from the date of the audited or reviewed financial statements to the end of the most recent financial reporting period (i.e., the quarter or month preceding the issuance date of this RFP)). Recent shall be defined as financial statements that were prepared within the 12 months preceding the issuance date of this RFP. Consolidated financial statements of the Offeror s parent or related corporation/business entity shall not be considered, unless: (1) the Offeror s actual financial performance for the designated period is separately identified in and/or attached to the consolidated statements; (2) the parent or related corporation/business entity provides the State with a document wherein the parent or related corporation/business entity will be financially responsible for the Offeror s performance of the contract and the consolidated statement demonstrates the parent or related corporation s/business entity s financial ability to perform the contract, financial stability and/or such other financial considerations identified in the evaluation criteria; and/or (3) Offeror provides its own internally prepared financial statements and such other evidence of its own financial stability identified above. The Offeror s failure to provide any of the above-referenced financial statements or failure to submit all the requested financial statements may result in the rejection Page 30 of 43

33 of the Offeror s proposal and rejection is more likely to occur if other Offerors provide financial documentation in compliance with the foregoing provisions. Offerors are also encouraged to explain any negative financial information in its financial statements and are encouraged to provide documentation supporting those explanations. All financial information, statements and/or documents provided in response to this proposal requirement shall be kept confidential, IF THE OFFEROR COMPLIES WITH Section VC.2.a OF THE PROPOSAL REQUIREMENTS BY MARKING THE FINANCIAL INFORMATION, STATEMENTS AND/OR DOCUMENTS CONFIDENTIAL 2.7. Disclosure Conflict of Interest The Offeror shall: a. Disclose any relationship to any business or associate with whom the Offeror is currently doing business that creates or may give the appearance of a Conflict of Interest related to this RFP. b. Certify that it shall not take any action or acquire any interest, either directly or indirectly, that will conflict in any manner or degree with the performance of its services during the term of the Contract. c. Disclose prior to employment or engagement by the Offeror, any firm principal, staff member or subcontractor, known by the Offeror to have a Conflict of Interest or potential Conflict of Interest related to this RFP. d. Disclose any affiliation, business relationship or other association with any of the Plan s contracted business partners listed in Exhibit A. Contractor shall periodically review this list on the State Health Plan s website at: ors.aspx to help determine if further disclosure is required pursuant to subsection h. below. e. Provide written notice to the Plan of any actual or imminent legal matters or regulatory compliance actions involving the Offeror and federal, state, or local government entities. Without limitation, notice shall be provided for Page 31 of 43

34 investigations and legal actions or matters subject to arbitration involving the Offeror and/or its subcontractors, including key management or executive staff, or any major stakeholder (five percent (5%) or more), brought by a government agency (federal or state) on matters relating to payments from government entities. In providing the notice, the Offeror shall provide the date of initiation, the subject matter, the parties to the matter, and the resolution if resolved at the time of the notice. Notice must include settlement agreements or corporate integrity agreements, unless otherwise confidential. f. Specify any lawsuits with which the Offeror has been involved within the past five (5) years. If any, please provide a detailed explanation. g. Provide a signed and dated statement if there are no relationships or other information to disclose at the time the proposal is submitted, as specified above. h. Notify the Plan within fifteen (15) calendar days of any changes in disclosures or certifications made under this section for the duration of the contract Debarred, Suspended or Excluded Offerors The Offeror shall: a. Certify that neither it nor its principals, its subcontractors nor the subcontractors principals are currently debarred, suspended or in any way excluded from State or Federal procurements. b. Certify that, if information contrary to this certification subsequently becomes available, such evidence may be grounds for non-award, or breach of contract should the Offeror be a recipient of the contract award. c. Notify the Plan within fifteen (15) calendar days of any changes in certifications made under this section for the duration of the contract General Certifications The Offeror shall: a. Certify that, in accordance with N.C.G.S , the bid proposal submitted by the Offeror is submitted competitively and without collusion. b. Certify that, in accordance with N.C.G.S , the Offeror is not an ineligible vendor as set forth in N.C.G.S (a): Page 32 of 43

35 i. N.C.G.S (a) (1): a vendor or an affiliate of the vendor that meets one or more of the conditions of G.S (b) but refuses to collect the use tax levied under Article 5 of Chapter 105 of the North Carolina General Statutes on its sales delivered to North Carolina. ii. N.C.G.S (a) (2): a vendor or an affiliate of the vendor incorporated or reincorporated in a tax haven country after December 31, 2001, but the United States is the principal market for the public trading of the stock of the corporation incorporated in the tax haven country. c. Certify that, in accordance with N.C.G.S , none of the officers, directors, or owners if the vendor is an unincorporated business entity, of the Offeror has been convicted of any violation of Chapter 78A of the North Carolina General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years immediately prior to the date of this bid solicitation. d. Notify the Plan within fifteen (15) calendar days of any changes in certifications made under this section for the duration of the contract Subcontracting The Offeror shall: a. Provide a list of any subcontractors proposed for the delivery of any services described in this RFP References The Offeror shall: a. Provide references from at least three (3) different organizations for which the Offeror has recently provided print and mail services, including at least one for which the Offer has completed a printing and mailing services job order for at least 300,000 households. b. Include company name, contact person, title, phone number, and address for all references. The Plan reserves the right to contact any former client with whom the Offeror is known to have done business. Page 33 of 43

36 B. Cost Proposal Requirements 1. Submission of Cost Proposal a. Cost proposals must be submitted in accordance with Exhibit B. The Plan reserves the right to reject proposals deemed incomplete or non-compliant with the requirement. The cost proposal shall be marked Cost Proposal. b. Pursuant to page 1, the Execution page must be signed by the Offeror s authorized Representative. Failure to follow these instructions will disqualify the proposal. c. Offeror s must request an Excel version of Exhibit B from Dwayne Alston at [email protected] for submission in softcopy form. C. Number of Technical and Cost Proposals 1. The Offeror shall submit proposals as follows: a. Hardcopies: Two (2) originals and three (3) copies of a) Technical Proposal and b) Cost Proposal, will be received from each Offeror in two (2) separate sealed packages, clearly marked on the outside of each: Technical Proposal or Cost Proposal. Each original proposal must contain a signed and dated Execution of Proposal by an official authorized to bind the company. Unsigned proposals will not be considered. If any cost information is included in the technical proposal and/or if any technical information is included in the cost proposal, the information may not be considered or the entire proposal may be rejected. b. Softcopies: Two (2) copies of the technical and cost proposal on CD. c. Redacted Copy: At least one (1) softcopy (CD) and (1) hardcopy copy of the technical and cost proposal redacted in accordance with Chapter 132 of the General Statutes, the Public Records Act. d. Elaborate proposals: Unless otherwise indicated by the Plan, elaborate proposals in the form of brochures or other presentations beyond that necessary to present a complete and effective proposal are not desired. e. In an effort to support the sustainability efforts of the State of North Carolina, the Offeror s cooperation in this effort is required. It is desirable that all responses meet the following requirements: i. All copies are printed double sided. Page 34 of 43

37 ii. All submittals and copies are printed on recycled paper with a minimum post-consumer content of 30% and indicate this information accordingly on the response. iii. Unless absolutely necessary, all proposals and copies should minimize or eliminate use of non-recyclable or non-re-usable materials such as plastic report covers, plastic dividers, vinyl sleeves, and GBC binding. Threeringed binders, glued materials, paper clips, and staples are acceptable. iv. Any costs incurred by the Offeror in preparing or submitting offers are the Offeror s sole responsibility; the State of North Carolina will not reimburse any Offeror for any costs incurred prior to award. f. 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. 2. Public Records a. Pursuant to N.C.G.S , et seq., information or documents provided to the State Health Plan under this contract are Public Record and subject to inspection, copy and release to the public unless exempt from disclosure by statute, including, but not limited to, N.C.G.S Redacted copies provided by Offerors to the Plan pursuant to paragraph c. of this section may be released in response to public record requests without notification to the Offeror. Information submitted in response to this RFP that is not marked Confidential or Trade Secret will become a public record. D. Rejection of Proposal 1. Any proposal, whether Technical or Cost that is deemed by the Plan in its sole discretion to be incomplete or in which there are significant inconsistencies or inaccuracies may be rejected. 2. Pursuant to Section IV.MM, the Plan reserves the right to reject proposals deemed incomplete or non-compliant with, or non-responsive to, the requirements described herein. 3. Any proposal for which the Execution of Proposal is not signed will be rejected. 4. Any proposal that is not received by the date and time established by the Plan will be rejected. E. Falsified Information Page 35 of 43

38 The State may initiate proceedings to debar a vendor from participation in the bid process and from contract award as authorized by North Carolina law, if it is determined that the vendor has refused to disclose or has falsified any information provided herein. F. Performance Outside the United States Vendor shall complete EXHIBIT E: LOCATION OF WORKERS UTILIZED BY VENDOR. In addition to any other evaluation criteria identified in this RFP, the State may also consider, for purposes of evaluating proposed or actual contract performance outside of the United States, how that performance may affect the following factors to ensure that any award will be in the best interest of the State: Total cost to the State Level of quality provided by the Vendor Process and performance capability across multiple jurisdictions Protection of the State s information and intellectual property Availability of pertinent skills Ability to understand the State s business requirements and internal operational culture Particular risk factors such as the security of the State s information technology Relations with citizens and employees Contract enforcement jurisdictional issues Page 36 of 43

39 SECTION VI: SCOPE OF WORK A. Overview and Expectations The Plan seeks a contractor with the expertise, resources and scalability to provide printing and mailing services on an as needed basis. Additionally, the contractor must be HIPAA compliant. B. Standard Printing and Mailing Services to be Provided The Contractor shall: 1. Provide print services for materials such as, but not limited to: a. Tri-Fold brochures with tab(s) b. Standard size postcards (full color & black and white) c. Oversized postcards (full color) d. Printed newsletter (12 page, full color) 2. Accept Member address files from the Plan s contracted vendors. 3. Perform quality assurance processes during all aspects of printing and mail handling. 4. Provide proofs to the Plan for editing and approval at least two (2) State Business Days prior to the scheduled print date for all print jobs. 5. Mail printed materials via the United States Postal Service (USPS), unless otherwise specified by the Plan, in accordance with the schedule established by the Plan. 6. Pre-Sorting and Mail Certification: a. Upon receipt of a mail file from the Plan or one of its vendors, the Contractor shall: i. Utilize the required USOS Coding Accuracy Support Systems (CASS) and National Change of Address (NCOA) software to correct and standardize addresses in the file, in addition to verifying whether or not an address is valid and deliverable prior to any printing job. ii. Provide the Plan with the USPS discount obtained with the presorting function. b. The Contractor shall provide pre-sorting and mail certification services. 7. Arranging for Payment of Postage Cost by the Plan: a. The Contractor shall: i. When practicable, ensure that printing services are provided in a facility that is within close proximity to a mail facility for which the Plan has already secured a bulk mail permit. Page 37 of 43

40 ii. iii. Provide the Plan with a statement that lists postage costs for each printing and mailing job authorized by the Plan in advance of the desired mail drop date. Mail each print job upon notification from the Plan that funds are available in the Plan s Centralized Account Processing System Account (CAPS) to cover postage costs. C. Other Contractual Deliverables 1. Availability to the Plan: The Contractor shall be available to the Plan between the hours of 8:00 a.m. 6:00 p.m. EST, Monday through Friday on State Business Days, as defined in Section IV. In certain circumstances the Executive Administrator may request extraordinary availability at night or on weekends to ensure deadlines are met. 2. Notify the Plan at least fifteen (15) days prior to the effective date, as provided in Exhibit B, A.3. of any increase in paper cost that will impact the cost. 3. Meetings and Travel a. Throughout the term of the Contract, the Contractor and the Plan shall conduct operations meetings, at least quarterly to discuss contractual performance and deliverables, at a location to be determined by the Plan. b. The Contractor may be asked to participate in on-site or telephonic meetings related to the Plan s operational and business needs or other related events which require travel, when requested by the Plan. Page 38 of 43

41 SECTION VII: THE PROCUREMENT PROCESS A. General Information Regarding the Procurement Process for this RFP The following is a general description of the process by which a Contractor will be selected to provide services. 1. Request for Proposals (RFP) is issued to prospective Offerors. 2. A question and answer period will allow prospective Offerors to seek clarification on the RFP. 3. All proposals must be received by the issuing agency no later than the date and time specified on the cover sheet of this RFP. 4. At that date and time, the packages containing the proposals (technical and cost) from each responding Offeror will be opened publicly, and the name of the Offeror will be announced. The Plan will create a tabulation of bidders for posting on the State s Interactive Purchasing System (IPS). 5. At its option, the Plan may request oral presentations or a teleconference with any or all Offerors for the purpose of clarification or to further explain the materials presented in any part of the proposal. However, Offerors are cautioned that the Plan is not required to request clarification; therefore, all proposals should be complete and reflect the most favorable terms available from the Offeror. 6. Proposals will be evaluated according to completeness, content, and experience with similar projects, the ability of the Offeror and its staff, and cost(s). Award of a contract to one Offeror does not mean that the other proposals lacked merit, but that, all factors considered, the selected proposal was deemed the most advantageous to the State and the Plan. B. Evaluation Process and Scoring of Proposals A. Technical Proposals shall meet the Minimum Requirements described in Section V.A.2.1. to be considered. B. Offerors are cautioned that this is a request for offers, not a request to contract, and the State reserves the unqualified right to reject any and all offers when such rejection is deemed to be in the best interest of the State. C. The State shall conduct a comprehensive, fair, and impartial evaluation of the proposals received in response to this request. Page 39 of 43

42 D. Evaluations of each proposal received shall be conducted in the following phases: Phase 1: Review Minimum Requirements Any proposal which does not meet the minimum requirements of Phase 1 may be disqualified and deemed ineligible for contract award. Phase 2: Evaluation of Technical Requirements and Expertise, including o Written Technical Proposal o Oral Presentations (if deemed necessary by the Plan) o Site Visit (if deemed necessary by the Plan) Phase 3: Evaluation of Cost Proposal Phase 4: Determination of Successful Proposal Based on the Combination of Technical and Cost Components The Plan reserves the right to modify the order of the evaluation phases. E. Overall Scoring Weights: Each Offeror s proposal will be evaluated and scored on several factors. The written technical proposal, the site visit and oral presentation (if requested), and the cost proposal will each be scored separately based on the overall point scale developed by the Plan. The total points scale will reflect the following weights: Technical Proposal 50% Cost Proposal 50% Total: 100% F. Technical Requirements and Expertise: a. Scoring weights for the written technical component of the proposals will be allocated as follows: Table 1 Functional Areas Weights 1 Contractor Background and Experience 35 2 Key Personnel and Experience 10 Page 40 of 43

43 3 Demonstrated Technical Ability 45 4 Financial 5 5 References 5 Total Technical Proposal 100% 7. Oral Presentation and Site Visit: a. Proposals that meet the minimum requirements may be eligible for an oral presentation, as deemed necessary by the Plan. The proposed Project Managers must attend if oral presentations are required. Technical proposal scores may be modified if information presented in the oral presentation is in conflict with or does not support the technical response. b. The Plan may also require a site visit to the Offeror s proposed site of operation or facility. The purpose of the site visit is to observe proposed systems, equipment, review of policies and procedures or verify any other information presented in the Offeror s response. Offerors submitting proposals that meet the minimum requirements may be required to agree to a site visit. The timeframe for the site visits will be determined by the Plan prior to completion of the evaluation of the proposals. The Offeror will be given advance notice to prepare for the site visit. The Offeror will be responsible for all incidental costs associated with holding the site visit. The Plan will be responsible for its cost for travel and accommodations. Technical proposal scores may be modified the site visit reveals information that is in conflict with or does not support the technical response. 8. Cost Proposal: a. The Offeror shall provide pricing as specified in Exhibit B, Cost Proposal. b. Since pricing is requested by volume ranges, the Plan will select a particular print volume on which to score the cost proposals. c. For each Cost Proposal received, the Plan will determine lowest cost and score proposals based on the following calculations. i. The lowest bid for each Standard Printing and Mailing Services Project listed in Table 1 will be awarded the total number of points allocated for that project. ii. The next lowest bid and remaining bids for each Standard Printing and Mailing Services Project listed in Table 1 will be given a pro-rata share of the total points allocated for that project (i.e., lowest bid/bid being evaluated). Page 41 of 43

44 iii. The lowest bid for services listed in Table 2 will be awarded the total number of points allocated for those services. iv. The next lowest bid and remaining bids for services listed in Table 2 will be given a pro-rata share of the total points allocated for those services (i.e., lowest bid/bid being evaluated). 9. Determination of Successful Proposal: The Offeror whose proposal is determined to be in the best interest of the Plan will be recommended as the successful Contractor. The scoring processes described above will be used as factors in the selection process, but will not be determinative. C. Evaluation Committee An Evaluation Committee (Committee) will be established to review each proposal and select a Contractor. The Plan may engage the professional services of its contracted vendors to assist in the evaluation process. The Plan reserves the right to alter the composition of the committee or to designate other staff to assist in the process. Other designated staff may act as observers during the evaluation and selection process. The Committee will review and evaluate all proposals submitted by the deadline specified in this RFP. This committee will be responsible for the entire evaluation process, including corporate and personal reference checks. D. Oral Presentation, Teleconferences, or Site Visits 1. The Plan may use Oral Presentations, Site Visits, or Teleconferences to clarify or amplify any area of the Offeror s proposal which require clarification, and is by invitation only. The Plan may require Offerors to follow up with written confirmation of their responses. 2. Technical proposal scores may be modified based on oral and written responses in conflict with or that do not support the technical response. E. Approval for Contract Award 1. The Plan s Executive Administrator shall request the award of the contract from the State Health Plan Board of Trustees, based on the recommendation of the Plan s Evaluation Committee. 2. The Plan s Executive Administrator will award the contract upon approval by the State Health Plan Board of Trustees. Page 42 of 43

45 SECTION VIII: EXHIBIT A: EXHIBIT B: EXHIBIT C: EXHIBIT D: EXHIBIT E: LIST OF EXHIBITS AND ATTACHMENT Reserved Cost Proposal Schedule HIPAA Questionnaire Business Associate Agreement Location of Workers Utilized by Vendor Page 43 of 43

46 EXHIBIT B: COST PROPOSAL A. Per Standard Project Print Job Pricing 1. The Plan will compensate the Contractor at the fixed rates proposed below for the Standard Projects listed in Table The Offeror shall provide the fixed rate for each Standard Project print job, including any fees for mail preparation, listed in Table 1 for each term of the Contract. 3. If rates are subject to increase due to mill paper stock pricing increases, then Offeror must declare rates are subject to such increases in its response to this RFP. Increases are limited to a pass through of the increase and will require supporting documentation from the Offeror before any increased rates will be reimbursed. Notice of any such increases must be provided to the Plan at least fifteen (15) days prior to the effective date of the rate change. Such notice shall include an updated version of Exhibit B which can be attached to the Plan s acknowledgement letter documenting acceptance of the price increase. Contractor shall not invoice for increased fees associated with mill paper stock price increases prior to receipt of Plan s acknowledgment letter. Note: The Offeror may request samples of the Plan s past projects by ing the following individual: [email protected] Table 1: Standard Projects - Fixed Rate by Project and Contract Term Standard Project Description 1. Tri-fold Brochure (full color) Self-mailer w/ a tab 80# matte cover Aqueous coating (except for address panel) Size: 8 7/8 x 17 7/8 Volume Ranges for Per Project <100, , , , , , , , , , ,000 >500,000 Fixed Cost per Project during the Initial Term of the Contract (Jan 2016 Dec 2018) Fixed Cost per Project during the 1st Renewal Term of the Contract (Jan 2019 Dec 2019 Fixed Cost per Project during the 2 nd Renewal Term of the Contract (Jan Dec 2020 Ver: 7/1/15 Page 1 of 3

47 flat, 8 7/8 x 6 folded 2. Postcard (full color) 100# matte cover Size: 9 x 6 3. Tri-fold Brochure (full color) Self-mailer with a tab 80# matte Size: 11 x 17 flat, 5.5 x 8.5 folded page Selfcover (small full color booklet) 80# matte text Size: 11 x 17 flat, 8.5 x 11 Bindery: Saddle stich and trim <100, , , , , , , , , , ,000 >500,000 <100, , , , , , , , , , ,000 >500,000 <100, , , , , , , , , , ,000 >500,000 B. Other Print Jobs Pricing For individual projects not listed in Table 1, the Plan may request a written quote from the Contractor to be approved by the Plan before proceeding. The Plan s Chief Operating Officer is authorized to approve quotes up to Two Million Dollars ($2,000,000). Quotes exceeding that amount require approval by the Plan s Executive Administrator. All approved quotes must be provided to the Plan s Contract Administrator for Contractual Issues. C. Pre-Sort and Mail Certification The Plan will compensate the Contractor at the fixed rates proposed below for presort and mail certification services listed in Table 2. Page 2 of 3

48 Volume Ranges for Pre-Sorting and Mail Certification Services (Records per Mail File) Table 2: Pre-Sort and Mail Certification Pricing Initial Contract Term Pricing 1 st Renewal Period Pricing 2 nd Renewal Period Pricing < 250, , ,000 > 500,000 1/1/16 12/31/18 1/1/19 12/31/19 1/1/20 1/1/20 Page 3 of 3

49 EXHIBIT C: HIPAA COMPLIANCE QUESTIONNAIRE As a covered entity, it is the responsibility of the State Health Plan (Plan) to ensure its members health information is protected from use and disclosures not allowed under the Health Insurance Portability and Accountability Act (HIPAA), as well as applicable state or federal laws. The purpose of this form is to help the Plan evaluate compliance readiness of a prospective vendor who may request member data containing protected health information (PHI). Information provided will enable the Plan to determine the vendor s level of understanding of HIPAA privacy and security rules, as well as their compliance status. VENDOR S INFORMATION Company name: Address (city, state, and zip code): Website URL: Name of person completing form: address: Phone number: Ver: 7/1/15 Page 1 of 3

50 Fax number: Contact person s name, phone number, and address, if different from person completing form: COMPLIANCE CHECK LIST 1. Name of HIPAA Compliance Officer (if this position does not exist, provide the name and title of the employee who handles HIPAA privacy and security issues within your company or organization): Address: Phone number: address: HIPAA certification designation (e.g., CHA, CHP, or CHPSE): Date certified: 2. If not certified, provide detailed information regarding training undertaken by the HIPAA Compliance Officer or person responsible for HIPAA compliance (e.g., date last received training, name of company or person that provided training, etc.): 3. Do all employees receive comprehensive training (training which covers the privacy and security of PHI; physical and technical)? If no, provide details of the level of training made available to all employees. 4. Is HIPAA training mandatory for all employees or only those employees who use, disclose or have access to PHI? Page 2 of 3

51 5. Are HIPAA policies and procedures in place for employees to follow, are they trained on the policies and procedures, and are they required to sign a confidentiality agreement stating they have read and understand the policies and procedures? 6. Provide details of the methods the company utilizes for securing and rendering PHI unusable, unreadable, or indecipherable to unauthorized individuals. 7. Has the company conducted a facility risk assessment and gap analysis? (If yes, provide the date a risk assessment and gap an analysis was last performed.) 8. Has the company conducted an application & data criticality analysis? (If yes, provide the date it was last performed.) 9. Please describe the company s contingency plan for data backup, data recovery, and system testing should a disaster occur (e.g., flood, fire, or system crash). Name of HIPAA Compliance Officer (Or person authorized to complete questionnaire.) Signature Date Page 3 of 3

52 EXHIBIT D: BUSINESS ASSOCIATE AGREEMENT This HIPAA BUSINESS ASSOCIATE AGREEMENT (BAA) is entered into between the North Carolina State Health Plan for Teachers and State Employees ( SHP ), a division and covered healthcare component of the Department of State Treasurer and [CONTRACTOR S NAME] (hereinafter the Contractor ), referred to as Party or collectively as Parties. This BAA is effective when signed by the parties and shall remain in effect for so long as the relationship between the Parties necessitates the use or disclosure of Protected Health Information (PHI). BACKGROUND The Department of State Treasurer (DST) includes as a division, the North Carolina State Health Plan for Teachers and State Employees (SHP). SHP is a health benefit plan, which, standing alone, would be a covered entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA). DST which includes several divisions that do not qualify as covered entities and whose functions are not regulated by HIPAA has designated itself a hybrid entity The Parties believe that the relationship between the Contractor, and SHP is such that the Contractor is or may be a business associate within the meaning of the HIPAA Privacy and Security Rules. The purpose of this BAA between the Contractor and SHP is to protect SHP Member information in accordance with the HIPAA Privacy and Security Rules. The parties enter into this BAA with the intention of complying with HIPAA provisions that allow for a covered healthcare component of a hybrid entity to disclose electronic Protected Health Information or other Protected Health Information to a business associate and for the business associate to create, maintain, transmit, or receive electronic Protected Health Information or other Protected Health Information on behalf of the covered healthcare component if it obtains satisfactory assurances that the business associate will appropriately safeguard the Information. Specifically, Sections 261 through 264 of the Federal Health Insurance Portability and Accountability Act of 1996, Public Law , known as the Administrative Simplification provisions, direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information, and the Health Information Technology for Economic and Clinical Health ( HITECH ) Act (Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L )) modified and amended the Administrative Simplification provisions. Pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services issued regulations modifying 45 CFR Parts 160 and 164 (the HIPAA Rules ), as further amended by the Omnibus Final Rule (78 Fed. Reg. 5566), (hereinafter, the Administrative Simplification provisions, HITECH, such rules, amendments, and modifications, including any that are subsequently adopted, will be collectively referred to as HIPAA ). The Parties wish to enter into a contract whereby Contractor will provide certain services and/or products to SHP, and, pursuant to such arrangement, Contractor may be considered a business associate of SHP as defined by HIPAA in that Contractor may have access to Protected Health Information in fulfilling its responsibilities under such arrangement. Ver: 7/1/15 Page 1 of 13

53 The Parties agree as follows: I. GENERAL TERMS AND CONDITIONS A. Definitions: Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth by HIPAA. In the event of an inconsistency between the provisions of this BAA and mandatory provisions of HIPAA, HIPAA shall control. Where provisions of this BAA are different from those mandated by HIPAA, but are nonetheless permitted by HIPAA, the provisions of this BAA shall control. B. Ambiguous Terms: In case of ambiguous, inconsistent or conflicting terms within this BAA, such terms shall be resolved to allow for compliance with HIPAA. C. Application of Civil and Criminal Penalties: Contractor acknowledges that it is subject to 42 U.S.C. 1320d-5 and 1320d-6 in the same manner as such sections apply to a Hybrid Entity, to the extent that Contractor violates 13401(a), 13404(a), or 13404(b) of the HITECH Act and 45 C.F.R (e) and (e). Furthermore, Contractor is liable for the acts of their business associates under 45 C.F.R (c). D. Assignment: The Contractor shall not assign or transfer any right or interest in this BAA. Any attempt by the Contractor to assign or transfer any right or interest in this BAA is void and has no effect. E. Forum: The laws of the State of North Carolina shall govern this BAA and any and all interpretations of this BAA. The venue for any claim, demand, suit or causes of action shall be in the state and federal courts located in North Carolina. F. Hybrid Entity: HIPAA defines a hybrid entity as one that uses or discloses PHI for only a part of its business operations. DST has taken the designation of hybrid entity because it includes SHP as a division. G. Regulatory References: Any reference in this BAA to a federal or state statute or regulation (whether specifically or generally) means that statute or regulation which is in effect on the date of any action or inaction relating to the BAA section which refers to such statute or regulation. H. Stricken Provisions: In the event any portion of this BAA is determined by a court or other body of competent jurisdiction to be invalid or unenforceable, that portion alone will be deemed void and the remainder of the BAA will continue in full force and effect. I. Termination of BAA: Except as otherwise provided below, if the conditions are met in any one of the following subsections, this BAA shall be terminated: 1. Upon thirty (30) days written notice by either Party to the other. Page 2 of 13

54 2. Upon either Party s knowledge of a material Breach of this BAA by the other Party, the non-breaching Party shall either: a) Provide an opportunity for breaching Party to cure the Breach or end the violation and, if the breaching Party does not cure the Breach or end the violation within the time specified by the non-breaching Party, terminate this BAA and any underlying service agreement; or b) Immediately terminate this BAA and any underlying service agreement if the breaching Party has breached a material term of this BAA and cure is not possible; or c) If neither termination nor cure is feasible, the non-breaching Party shall report the violation to the Secretary. II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE A. Contractor acknowledges and agrees that all Protected Health Information that is created, maintained, transmitted or received by SHP and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by SHP or its operating units to Contractor, or Protected Health Information (PHI) which, on behalf of SHP, is created, maintained, transmitted or received by Contractor or a Subcontractor, shall be subject to this BAA. This obligation to protect SHP Member privacy and to keep such PHI confidential survives the termination, cancellation, expiration or other conclusion of the BAA as set forth below. B. The Contractor agrees to develop, document, implement, maintain and use appropriate administrative, physical and technical safeguards to prevent unauthorized use or disclosure of PHI and to protect the integrity, availability and confidentiality of that PHI. The safeguards the Contractor implements shall meet the requirements set forth by the United States Department of Health and Human Services including, but not limited to, any requirements set forth in the HIPAA and North Carolina state law requirements as applicable. C. The Contractor agrees to implement security policies and procedures and provide SHP s HIPAA Privacy and Security Officer with a copy of such. D. The Contractor agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from or created, maintained or transmitted from or received by the Contractor on behalf of the SHP, agrees to the same restrictions and conditions that apply through this BAA to the Contractor with respect to such information. E. Contractor agrees to obtain and document satisfactory assurances of any agent, including a subcontractor, to whom it provides PHI received from or created, maintained or transmitted from or received by the Contractor on behalf of SHP, through a written Page 3 of 13

55 contract or other agreement with the Contractor that meets the requirements of 45 C.F.R (e) F. The Contractor agrees in the event it enters into an agreement with a subcontractor under which PHI could or would be disclosed or made available to the subcontractor, Contractor will have in place an appropriate BAA with the subcontractor before any PHI is disclosed or made available to the subcontractor. G. The Contractor agrees to disclose to SHP a list of any and all subcontractors who have access to or use of PHI on behalf Contractor for the benefit of SHP. H. The Contractor agrees that if and to the extent it conducts in whole or part Standard Transactions, for or on behalf of SHP, the Contractor shall comply, and shall require any and all subcontractors or agents involved with the conduct of such Standard Transactions to comply, with each applicable requirement of 45 C.F.R. Parts 160 and 162 and the HITECH Act as if they were SHP. The Contractor shall not enter into, or permit its subcontractors or agents to enter into, any trading partner contracts in connection with the conduct of Standard Transactions for or on behalf of SHP that: 1. Changes the definition, data condition, or use of data element or segment in Standard Transaction; 2. Adds any data element or segment to the maximum defined data set; 3. Uses any code or data element that is marked not used in the Standard Transaction s Implementation specification or is not in the Standard Transaction s Implementation specification; or 4. Changes the meaning or intent of the Standard Transaction s implementation specification. I. The Contractor agrees to provide access, at the request of SHP and in the reasonable time and manner as requested, to PHI in a Designated Record Set (to the extent Contractor maintains PHI in a Designated Record Set) to SHP, or as directed by SHP to an individual or that individual s personal representative, for inspection and copy in order to meet obligations under 45 C.F.R This paragraph applies only to that PHI that is in the Contractor s care, custody or control. J. The Contractor agrees to make any amendment(s) to PHI in a Designated Record Set (to the extent Contractor maintains PHI in a Designated Record Set) that the SHP directs or agrees to pursuant to 45 C.F.R at the request of SHP or an Individual or that Individual s Personal Representative, and in the time and manner requested. This paragraph applies only to the PHI that is in the Contractor s care, custody or control. Page 4 of 13

56 K. The Contractor agrees that SHP shall have the right to audit Business Associates policies, procedures and practices related to the use and disclosure of SHP s PHI. III. BREACH NOTIFICATION REQUIREMENTS A. Upon discovery by Contractor of a suspected or actual breach of unsecured PHI, Contractor must notify SHP s HIPAA Privacy and Security Officer, in writing, within three (3) business days following Contractor s determination that a breach of unsecured PHI has occurred. For purposes of this section discovery means having obtained knowledge in any manner from any source and in any form including from a subcontractor. B. If Contractor determines that a breach of unsecured PHI has occurred, Contractor shall provide written notice, on behalf of SHP, without unreasonable delay, but no later than sixty (60) days following the date the breach of unsecured PHI is discovered by Contractor, or such later date as is authorized under 45 C.F.R , to: 1. each individual whose unsecured PHI has been, or is reasonably believed by Contractor to have been, accessed, acquired, used or disclosed as a result of the Breach; and 2. the media, to the extent required under 45 C.F.R C. Unless the individual has agreed to electronic notice as set forth in 45 C.F.R , Contractor shall send notices to individuals described herein using the last known address of the individual on file with Contractor. If the notice to any individual is returned as undeliverable, Contractor shall take such action as is required by the Breach Notification Rule. D. Contractor shall be responsible for the drafting, content, form and method of delivery of each of the notices required to be provided by Contractor under this section; provided, however that Contractor shall comply, in all respects, with 45 C.F.R and any other applicable notification provisions of the Breach Notification Rule, including without limitation 45 C.F.R. Part 164 Subpart D, Section of the HITECH Act and applicable state law, as interpreted by Contractor. E. Any notices required to be delivered by Contractor hereunder shall be at the expense of the Contractor; provided that Contractor has: (1) made the determination, in its sole discretion, that notices are required pursuant to this section; and (2) maintained control of the drafting, content and form of the notices and method of distribution pursuant to this section. Contractor notices must be reviewed by SHP s HIPAA Privacy and Security Officer before being sent to State Health Plan Members. F. Contractor shall conduct any risk assessment necessary to determine whether notification is required hereunder and will maintain any records related thereto in accordance with Contractor s internal policies and procedures and the applicable provisions of the Breach Notification Rule as interpreted by Contractor. Contractor shall Page 5 of 13

57 provide SHP with a copy of the risk assessment or report. The risk assessment must consider the nature and extent of the PHI involved, including the types of identifies and the likelihood of re-identification, the unauthorized person who used the PHI or to whom the disclosure was made, whether the PHI was actually acquired or view and the extent to which the risk to the PHI has been mitigated. The risk assessment by be thorough, conducted in good faith and reach a reasonable conclusion. G. The Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to the Contractor of a use or disclosure of PHI by the Contractor in violation of the requirements of this BAA. The Contractor shall submit a formal report to the HIPAA Privacy and Security Officer (at the address listed in the signature block below) as soon as possible but no later than within five (5) business days from the time the Breach or Security Incident is discovered or initially reported or learns of such non-permitted use or disclosure. The formal report shall include, to the extent possible, the following: 1. A brief description of what happened (identify the nature of the non-permitted use or disclosure), including the date of the breach and the date of the discovery of the Breach; 2. A description of the types of unsecured PHI that were involved in the breach (i.e., Member s full name, Social Security number, date of birth, home address, account number); 3. Identify who made the non-permitted use or disclosure; 4. Identify who received the non-permitted disclosure; 5. A brief description of what the Contractor did or is doing to investigate the Breach; 6. A brief description of what the Contractor did or will do to mitigate any and all harmful effects and losses of the non-permitted use or disclosure; 7. Identify what corrective action the Contractor took or will take to prevent and protect against further breaches; 8. Identify the steps Members should take to protect themselves from potential harm resulting from the breach; 9. Contact procedures for Members to ask questions or learn additional information, which shall include a toll-free telephone number, an address, Web site, or postal address; and 10. In addition to a written report, provide such other information as SHP may reasonably request. Page 6 of 13

58 H. The Contractor agrees to provide to SHP or an Individual, in the reasonable time and manner requested by the HIPAA Privacy and Security Officer, information collected in accordance with section III. of this BAA, to permit the SHP to respond to a request by an Individual or that Individual s Personal Representative for an accounting of disclosures of PHI in accordance with 45 C.F.R I. The Contractor agrees to provide the SHP with an annual report of all suspected or actual breaches of unsecured PHI by the Contractor or by any subcontractors of the Contractor. IV. ACCOUNTING FOR DISCLOSURES AND SALE OF PHI A. If applicable, Contractor shall comply with HITECH Act provisions regarding accounting for disclosures of PHI and Electronic Health Records (EHR). B. Contractor shall comply with the prohibition on the sale of EHR and PHI set forth in 42 U.S.C (d). C. Contractor shall use and disclose PHI for marketing purposes only as expressly directed by SHP, and in accordance with 42 U.S.C (a). D. The Contractor agrees that SHP shall review all marketing materials given to, prepared, or assembled by the Contractor prior to its disclosure in order to meet obligations under ARRA, Title XIII, Subtitle D, Section and 45 C.F.R , , and V. PERMITTED USES AND DISCLOSURES BY CONTRACTOR A. Except as otherwise limited in this BAA, the Contractor may use or disclose PHI on behalf of, or to provide services to, SHP: as described in the Contract for Printing and Mailing Services. B. Except as otherwise limited in this BAA, the Contractor may use PHI for the proper management and administration of the Contractor or to carry out the legal responsibilities of the Contractor. C. Except as otherwise limited in this BAA, the Contractor may disclose PHI for the proper management and administration of the Contract, provided that disclosures are required by law, or the Contractor obtains reasonable assurances by means of a written agreement from the person to whom the information is disclosed that it shall remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Contractor of any instances of which it is aware in which the confidentiality of the information has been breached. Page 7 of 13

59 D. To the extent provided for under the Contract, and except as otherwise limited in this BAA, the Contractor may use PHI to provide Data Aggregation services to SHP as permitted by 45 C.F.R (e)(2)(i)(B). E. The Contractor may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R (j)(1). F. The Contractor agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created, maintained, transmitted or received by the Contractor on behalf of SHP available to the HIPAA Privacy and Security Officer, or to the Secretary, in a time and manner requested or designated by the Secretary, for purposes of the Secretary determining the SHP's compliance with HIPAA. G. The Contractor agrees to document such disclosures of PHI and information related to such disclosures as would be required for the HIPAA Privacy and Security Office for SHP to respond to a request by an Individual or Individual s Personal Representative for an accounting of disclosures of PHI in accordance with 45 C.F.R H. The Contractor agrees to make reasonable efforts to limit the use, disclosure or request of PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request if performing any function or act on behalf of SHP. 45 C.F.R (b). I. The Contractor will be in compliance with the HIPAA minimum necessary provision ( ) if it limits its uses, disclosures or requests of PHI to a limited data set ( LDS ) to the extent practicable or, if needed, to the minimum necessary to accomplish an intended purpose. J. The Minimum Necessary Standard does not apply to such uses, disclosures and requests set forth in 45 C.F.R (b)(2). K. The Contractor is prohibited from receiving direct or indirect remuneration (subject to certain enumerated exceptions) in exchange for any PHI of a Member unless a valid authorization has been obtained from the Member in accordance with 45 C.F.R A valid authorization that includes, in accordance with such Section, a specification of whether the PHI can be further exchanged for remuneration by the entity receiving PHI of that Member. VI. OBLIGATIONS OF SHP A. SHP shall notify the Contractor of any limitation(s) in SHP s notice of privacy practices in accordance with 45 C.F.R , to the extent that such limitation may affect the Contractor's use or disclosure of PHI. Page 8 of 13

60 B. SHP shall notify the Contractor of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect the Contractor's use or disclosure of PHI. C. SHP shall notify the Contractor of any restriction to the use or disclosure of PHI that the SHP has agreed to in accordance with 45 C.F.R , to the extent that such restriction may affect the Contractor's use or disclosure of PHI. D. SHP shall not request the Contractor to use or disclose PHI in any manner that would not be permissible under HIPAA if done by the SHP. VII. RETENTION AND DESTRUCTION OF RECORDS A. Retention Period: Unless otherwise specified in this BAA, the Contractor shall retain any and all documentation (including documentation in electronic form) required under 45 C.F.R (j)(1) for six (6) years from the date of its creation or the date when it last was in effect, whichever is later. 45 C.F.R (j)(2). B. Return or Destruction of Records: Upon termination, cancellation, expiration or other conclusion of the BAA, the Contractor shall: 1. If feasible, return to SHP or destroy any and all PHI, in whatever form or medium (including any electronic medium under the Contractor s custody or control), that the Contractor created or received from SHP or created or received while carrying out a function on behalf of SHP. Such return or destruction shall occur in a reasonable time period, but no later than sixty (60) days after SHP s request. 2. If return or destruction of such information is not feasible, then the Contractor shall extend the protections of this BAA to the information retained and limit its further use or disclosure of such information to those purposes that make return or destruction of that information infeasible. Contractor shall sign an attestation as to why the information cannot be returned or destructed and that the protections of this BAA will be extended to the retained information. VIII. PENALTIES FOR BREACH OF BUSINESS ASSOCIATE AGREEMENT A. SHP may take reasonable steps to assure the cure of a Breach of the Contractor Agreement and may terminate the BAA if it knows of a pattern of activity or practice by the Contractor that violates the BAA. If termination of the Business Associate Agreement is not feasible, SHP s HIPAA Privacy and Security Officer may be required to report the Contractor s compliance problem to the Secretary of the United States Department of Health and Human Services. The SHP will abide by federal reporting regulations. Page 9 of 13

61 B. SHP may apply penalty points for a Breach or Security Incident that falls within the parameters of Types and Levels of Offense as defined in Attachment A: Applicable Penalties. C. In addition to applicable penalties, the Contractor shall provide the HIPAA Privacy and Security Officer with a report of each Breach or Security Incident as outlined in section III. B. above. IX. SECURITY OF PHI A. Contractor shall comply with the provisions of 45 C.F.R , , , and relating to implementation of administrative, physical, and technical safeguards with respect to Electronic PHI in the same manner that such provisions apply to a HIPAA Covered/Hybrid Entity. B. Contractor shall obtain security-related written assurances from HIPAA covered subcontractors by way of business associate agreements. C. Contractor shall implement and maintain policies and procedures for compliance with the Security Rule D. Contractor shall follow all documentation and maintenance requirement under the Security Rule. E. Contractor shall also comply with any additional security requirements contained in the HITECH Act that are applicable to a HIPAA Covered/Hybrid Entity. INTENTIONALLY BLANK Page 10 of 13

62 SHP and the Contractor have executed this Business Associate Agreement in two originals, one of which is retained by the Contractor and one by SHP. North Carolina Department of State Treasurer By: Mona M. Moon Signature: Title: Executive Administrator Date: [CONTRACTOR] By: Signature: Title: Date: INTENTIONALLY BLANK Page 11 of 13

63 APPLICABLE PENALTIES Accumulation of six (6) points during the term of the contract, including renewals, shall be considered a material Breach of the contract, which includes the BAA, and may be grounds for immediate termination with a minimum thirty (30) days notice to the Contractor. In addition to violation points, one (1) point may be applied for each day the Contractor fails to report a Breach or Security Incident within the timeframe as specified in section III A. 1. a. Low 1 point each violation Medium 2 points each violation High 3 points each violation Serious grounds for immediate termination Type/Level of Offense Minimum Penalty Maximum Penalty for Repeat Offense Low - Contractor ( BA ) did not know (and by exercising reasonable diligence would have known) that the Contractor violated HIPAA. Documented verbal warning to BA. If applicable, BA must correct violation, update their Policies and Procedures addressing the violation, and provide the HIPAA Privacy and Security Officer with a copy of each revised document. BA is given written Notice to correct violation within 30 days from date reported to SHP. If not corrected within 30 days, violation is elevated to Medium level of offense. One additional penalty point is applied and BA is placed on a 90- day probationary period. If not corrected within 90 days, violation is elevated to Serious level of offense. Medium - Violation due to reasonable cause and not willful neglect. BA given written Notice to correct violation within 30 days from date reported to the HIPAA Privacy and Security Officer. If not corrected within 30 days, violation is elevated to High level of offense. One additional penalty point is applied and BA is placed on a 90- day probationary period. If not corrected within 90 days, violation is elevated to Serious level of offense. BA given written Notice to correct violation within 30 days from date reported to SHP and immediately placed on a 90-day probationary period. If not corrected within 30 days, violation is elevated to High level of offense. One additional penalty point is applied. If not corrected within 90 days from date of Notice, violation is elevated to Serious level of offense. Page 12 of 13

64 High - Violation due to willful neglect but violation is corrected within the required time period. BA given written Notice to correct violation within 30 days and immediately placed on a 90-day probationary period. If not corrected within 30 days, violation is elevated to Serious level of offense and SHP may exercise its right to terminate the contract. If a repeat violation occurs during the probationary period, violation is elevated to Serious level of offense. If violation occurs after probationary period, BA given written Notice to correct violation within 30 days. If not corrected within 30 days, violation elevated to Serious level of offense. Serious BA knowingly made use of or disclosed PHI in a manner not authorized by the Contract or BAA; accumulation of 6 points; or BA failed to correct violation. SHP may exercise its right to terminate contract. SHP may exercise its right to terminate contract. Page 13 of 13

65 EXHIBIT E: LOCATION OF WORKERS UTILIZED BY VENDOR In accordance with NC General Statute , the Vendor shall detail the location(s) at which performance will occur, as well as the manner in which it intends to utilize resources or workers outside of the United States in the performance of this Contract. The State will evaluate the additional risks, costs, and other factors associated with such utilization prior to making an award. Please complete items a, b, and c below. a) Will any work under this Contract be performed outside the United States? YES NO If the Vendor answered YES above, Vendor must complete items 1 and 2 below: 1. List the location(s) outside the United States where work under this Contract will be performed by the Vendor, any sub-contractors, employees, or other persons performing work under the Contract: 2. Describe the corporate structure and location of corporate employees and activities of the Vendor, its affiliates or any other sub-contractors that will perform work outside the U.S.: b) The Vendor agrees to provide notice, in writing to the State, of the relocation of the Vendor, employees of the Vendor, sub-contractors of the Vendor, or other persons performing services under the Contract outside of the United States YES NO NOTE: All Vendor or sub-contractor personnel providing call or contact center services to the State of North Carolina under the Contract shall disclose to inbound callers the location from which the call or contact center services are being provided. c) Identify all U.S. locations at which performance will occur: This Space is Intentionally Left Blank Ver: 7/1/15 Page 1 of 1