Voluntary, Fully-Insured Dental Preferred Provider Organization Insurance Program

07-18-19 RFP STATE OF TENNESSEE DEPARTMENT OF FINANCE AND ADMINISTRATION REQUEST FOR PROPOSALS FOR VOLUNTARY, FULLY-INSURED DENTAL PREFERRED PROVIDER ORGANIZATION INSURANCE PROGRAM RFP # 31786-00149 07-18-19 RFP RFP CONTENTS SECTIONS 1. INTRODUCTION 2. RFP SCHEDULE OF EVENTS 3. RESPONSE REQUIREMENTS 4. GENERAL CONTRACTING INFORMATION & REQUIREMENTS 5. EVALUATION & CONTRACT AWARD ATTACHMENTS 6.1. Response Statement of Certifications & Assurances 6.2. Technical Response & Evaluation Guide 6.3. Cost Proposal & Scoring Guide 6.4. Reference Questionnaire 6.5. Score Summary Matrix 6.6. Pro Forma Contract APPENDICES 7.1 Certificate of Group Dental Preferred Provider Organization Benefits – MetLife DPPO 7.2 DPPO Enrollment & Premium History, Eligibility Counts, TN ZIP Codes 7.3 Quest Analytics Network Access Analysis Instructions 7.4 Sample Quest Analytics Access Report 7.5 Benefits Administration 834 Guidance Manual 7.6 Voluntary Dental Preferred Provider Organization

Insurance Eligibility Criteria 7.7 Disruption Analysis Instructions and Template 7.8 HIPAA Business Associate Assessment 07-18-19 RFP RFP #31786-00149 Page 3 of 111 1. INTRODUCTION The State of Tennessee, State Insurance Committee, Local Education Insurance Committee, and Local Government Insurance Committee; hereinafter referred to as “the State”; issues this Request for Proposals (RFP) to define minimum contract requirements; solicit responses; detail response requirements; and, outline the State’s process for evaluating responses and selecting a contractor to provide the needed goods or services. Through this RFP, the State seeks to procure necessary goods or services at the most favorable, competitive prices and to give ALL qualified respondents, including those that are owned by minorities, women, service-disabled veterans, persons with disabilities and small business enterprises, an opportunity to do business with the state as contractors, subcontractors or suppliers. 1.1. Statement of Procurement Purpose The State is issuing this RFP through the Department of Finance and Administration, Division of Benefits Administration (Benefits Administration), with the intent to secure a single contract for a fully-insured, voluntary (employee/retiree-pay-all) Dental Preferred Provider Organization (DPPO) Insurance Program. The awarded contract will be effective mid-year 2020 for required implementation while the delivery of services to members shall begin on January 1, 2021. The state seeks a national network with primary focus on the State of Tennessee. Presently, the State has a contract with Metropolitan Life Insurance Company (MetLife) for a voluntary Dental Preferred Provider Organization (DPPO) Insurance Program; see Appendix 7.1 for the current Certificate of Insurance. The DPPO contract will expire on December 31, 2020. The State also has a contract with Cigna Life and Health Insurance Company (Cigna) for delivery of a voluntary Prepaid Dental Insurance Program, terminating on December 31, 2020, which will be procured separately. Eligible employees, retirees, COBRA Members and their eligible dependents of the State, Local Education and Local Government Plans may participate in either of these dental plan options. Local Education and Local Government agencies are not required to, but may, participate in the State’s dental insurance plan. A listing of plan enrollment and premium history is included as Appendix 7.2 for your reference. The State wishes to continue, through this competitive procurement process, offering voluntary Dental Preferred Provider Organization (DPPO) benefits for eligible employees and eligible retirees of the State, Local Education and Local Government Plans, and their eligible dependents. Appendix 7.8 to this RFP includes current State eligibility information for the DPPO, and current benefits are listed in Attachment F to Pro Forma Contract Attachment 6.6 to this RFP. 1.1.2. The maximum liability for the resulting contract will be determined through the best evaluated cost proposal and estimated cost associated with this service. The maximum liability will exceed one dollar ($1.00). 1.2. Scope of Service, Contract Period, & Required Terms and Conditions The RFP Attachment 6.6., Pro Forma Contract details the State’s requirements:  Scope of Services and Deliverables (Section A);  Contract Period (Section B);  Payment Terms (Section C);  Standard Terms and Conditions (Section D); and,  Special Terms and Conditions (Section E). The pro forma contract substantially represents the contract document that the successful Respondent must sign. 1.3. Nondiscrimination No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to 07-18-19 RFP RFP #31786-00149 Page 4 of 111 discrimination in the performance of a Contract pursuant to this RFP or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal, Tennessee state constitutional, or statutory law. The Contractor pursuant to this RFP shall, upon request, show proof of such nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. 1.4. RFP Communications 1.4.1. The State has assigned the following RFP identification number that must be referenced in all communications regarding this RFP: RFP # 31786-00149 1.4.2. Unauthorized contact about this RFP with employees or officials of the State of Tennessee except as detailed below may result in disqualification from consideration under this procurement process. 1.4.2.1. Prospective Respondents must direct communications concerning this RFP to the following person designated as the Solicitation Coordinator: Seannalyn Brandmeir Procurement and Contracts Director Tennessee Department of Finance & Administration, Division of Benefits Administration 312 Rosa L. Parks Avenue, Suite 1900 Nashville, Tennessee 37243 Seannalyn.Brandmeir@tn.gov Telephone: 615.532.4598 Fax: 615.253.8556 1.4.2.2. Notwithstanding the foregoing, Prospective Respondents may alternatively contact: a. staff of the Governor’s Office of Diversity Business Enterprise for assistance available to minority-owned, woman-owned, service-disabled veteran-owned, businesses owned by persons with disabilities, and small businesses as well as general, public information relating to this RFP (visit https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo- /governor-s-office-of-diversity-business-enterprise--godbe--/godbe-general- contacts.html for contact information); and b. the following individual designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regulations: David Sledge Title VI Coordinator Tennessee Department of Finance & Administration Office of Human Resources 312 Rosa L. Parks Avenue, Suite 2100 Nashville, Tennessee 37243 Phone: 615.532.4595 Fax: 615.741.3470 David.Sledge@tn.gov mailto:seannalyn.brandmeir@tn.gov https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/governor-s-office-of-diversity-business-enterprise--godbe--/godbe-general-contacts.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/governor-s-office-of-diversity-business-enterprise--godbe--/godbe-general-contacts.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/governor-s-office-of-diversity-business-enterprise--godbe--/godbe-general-contacts.html mailto:Greg.Spradley@tn.gov 07-18-19 RFP RFP #31786-00149 Page 5 of 111 1.4.3. Only the State’s official, written responses and communications with Respondents are binding with regard to this RFP. Oral communications between a State official and one or more Respondents are unofficial and non-binding. 1.4.4. Potential Respondents must ensure that the State receives all written questions and comments, including questions and requests for clarification, no later than the Written Questions & Comments Deadline detailed in the RFP Section 2, Schedule of Events. 1.4.5. Respondents must assume the risk of the method of dispatching any communication or response to the State. The State assumes no responsibility for delays or delivery failures resulting from the Respondent’s method of dispatch. Actual or digital “postmarking” of a communication or response to the State by a specified deadline is not a substitute for the State’s actual receipt of a communication or response. 1.4.6. The State will convey all official responses and communications related to this RFP to the prospective Respondents from whom the State has received a Notice of Intent to Respond (refer to RFP Section 1.8). 1.4.7. The State reserves the right to determine, at its sole discretion, the method of conveying official, written responses and communications related to this RFP. Such written communications may be transmitted by mail, hand-delivery, facsimile, electronic mail, internet posting, or any other means deemed reasonable by the State. For internet posting, please refer to the following website: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo- /supplier-information/request-for-proposals--rfp--opportunities1.html 1.4.8. The State reserves the right to determine, at its sole discretion, the appropriateness and adequacy of responses to written comments, questions, and requests related to this RFP. The State’s official, written responses will constitute an amendment of this RFP. 1.4.9. Any data or factual information provided by the State (in this RFP, an RFP amendment or any other communication relating to this RFP) is for informational purposes only. The State will make reasonable efforts to ensure the accuracy of such data or information, however it is the Respondent’s obligation to independently verify any data or information provided by the State. The State expressly disclaims the accuracy or adequacy of any information or data that it provides to prospective Respondents. 1.5. Assistance to Respondents With a Handicap or Disability Prospective Respondents with a handicap or disability may receive accommodation relating to the communication of this RFP and participating in the RFP process. Prospective Respondents may contact the Solicitation Coordinator to request such reasonable accommodation no later than the Disability Accommodation Request Deadline detailed in the RFP Section 2, Schedule of Events. 1.6. Respondent Required Review & Waiver of Objections 1.6.1. Each prospective Respondent must carefully review this RFP, including but not limited to, attachments, the RFP Attachment 6.6., Pro Forma Contract, and any amendments, for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called “questions and comments”). 1.6.2. Any prospective Respondent having questions and comments concerning this RFP must provide them in writing to the State no later than the Written Questions & Comments Deadline detailed in the RFP Section 2, Schedule of Events. 1.6.3. Protests based on any objection to the RFP shall be considered waived and invalid if the objection has not been brought to the attention of the State, in writing, by the Written Questions & Comments Deadline. https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information/request-for-proposals--rfp--opportunities1.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information/request-for-proposals--rfp--opportunities1.html 07-18-19 RFP RFP #31786-00149 Page 6 of 111 1.7. Pre-Response Conference A Pre-response Conference will be held at the time and date detailed in the RFP Section 2, Schedule of Events. Pre-response Conference attendance is not mandatory, and prospective Respondents may be limited to a maximum number of attendees depending upon overall attendance and space limitations. The conference will be held at: William R. Snodgrass Tennessee Tower 3rd Floor – Conference Room G 312 Rosa L. Parks Avenue N Nashville, TN 37243 Please enter the building on the Seventh Avenue side (adjacent to War Memorial Plaza). Check in at the security desk on the Third Floor. Arrive early due to heightened security. You must show a government issued photo ID. Webex information: Webex meeting (active link to web address) Meeting number (access code): 648 558 081 Meeting password: 2SFz77MN The purpose of the conference is to discuss the RFP scope of goods or services. The State will entertain questions, however prospective Respondents must understand that the State’s oral response to any question at the Pre-response Conference shall be unofficial and non-binding. Prospective Respondents must submit all questions, comments, or other concerns regarding the RFP in writing prior to the Written Questions & Comments Deadline date detailed in the RFP Section 2, Schedule of Events. The State will send the official response to these questions and comments to prospective Respondents from whom the State has received a Notice of Intent to respond as indicated in RFP Section 1.8 and on the date detailed in the RFP Section 2, Schedule of Events. 1.8. Notice of Intent to Respond Before the Notice of Intent to Respond Deadline detailed in the RFP Section 2, Schedule of Events, prospective Respondents should submit to the Solicitation Coordinator a Notice of Intent to Respond (in the form of a simple e-mail or other written communication). Such notice should include the following information:  the business or individual’s name (as appropriate);  a contact person’s name and title; and  the contact person’s mailing address, telephone number, facsimile number, and e-mail address. A Notice of Intent to Respond creates no obligation and is not a prerequisite for submitting a response; however, it is necessary to ensure receipt of any RFP amendments or other notices and communications relating to this RFP. 1.9. Response Deadline A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events. The State will not accept late responses, and a Respondent’s failure to submit a response before the deadline will result in disqualification of the response. It is the responsibility of the Respondent to ascertain any additional security requirements with respect to packaging and delivery to the State of Tennessee. Respondents should be mindful of any potential delays due to security screening procedures, weather, or other filing delays whether foreseeable or unforeseeable. https://tngov.webex.com/tngov/j.php?MTID=m075c2258e9af983163b6084c4e54caa4 07-18-19 RFP RFP #31786-00149 Page 7 of 111 2. RFP SCHEDULE OF EVENTS 2.1. The following RFP Schedule of Events represents the State’s best estimate for this RFP. EVENT TIME (central time zone) DATE 1. RFPs Issued February 28, 2020 2. Disability Accommodation Request Deadline 2:00 p.m. March 4, 2020 3. Pre-response Conference 1:00 p.m. March 9, 2020 4. Notice of Intent to Respond Deadline 2:00 p.m. March 10, 2020 5. Written “Questions & Comments” Deadline 12:00 p.m. March 18, 2020 6. State Response to Written “Questions & Comments” April 9, 2020 7. Response Deadline 2:00 p.m. April 27, 2020 8. State Completion of Technical Response Evaluations – Preferred Dental May 11, 2020 9. State Opening & Scoring of Cost Proposals May 12, 2020 10. State Notice of Intent to Award Released May 21, 2020 11. RFP Files Opened for Public Inspection May 22 – May 29, 2020 12. End of Open File Period May 29, 2020 13. State sends contract to Contractor for signature June 1, 2020 14. Contractor Signature Deadline June 8, 2020 2.2. The State reserves the right, at its sole discretion, to adjust the RFP Schedule of Events as it deems necessary. Any adjustment of the Schedule of Events shall constitute an RFP amendment, and the State will communicate such to prospective Respondents from whom the State has received a Notice of Intent to Respond (refer to section 1.8). 07-18-19 RFP RFP #31786-00149 Page 8 of 111 3. RESPONSE REQUIREMENTS 3.1. Response Form A response to this RFP must consist of two parts, a Technical Response and a Cost Proposal. 3.1.1. Technical Response. RFP Attachment 6.2., Technical Response & Evaluation Guide provides the specific requirements for submitting a response. This guide includes mandatory requirement items, general qualifications and experience items, and technical qualifications, experience, and approach items all of which must be addressed with a written response and, in some instances, additional documentation. NOTICE: A technical response must not include any pricing or cost information. If any pricing or cost information amounts of any type (even pricing relating to other projects) is included in any part of the technical response, the state may deem the response to be non-responsive and reject it. 3.1.1.1. A Respondent must use the RFP Attachment 6.2., Technical Response & Evaluation Guide to organize, reference, and draft the Technical Response by duplicating the attachment, adding appropriate page numbers as required, and using the guide as a table of contents covering the Technical Response. 3.1.1.2. A response should be economically prepared, with emphasis on completeness and clarity. A response, as well as any reference material presented, must be written in English and must be written on standard 8 ½” x 11” pages (although oversize exhibits are permissible) and use a 12 point font for text. All response pages must be numbered. 3.1.1.3. All information and documentation included in a Technical Response should correspond to or address a specific requirement detailed in the RFP Attachment 6.2., Technical Response & Evaluation Guide. All information must be incorporated into a response to a specific requirement and clearly referenced. Any information not meeting these criteria will be deemed extraneous and will not contribute to evaluations. 3.1.1.4. The State may determine a response to be non-responsive and reject it if: a. the Respondent fails to organize and properly reference the Technical Response as required by this RFP and the RFP Attachment 6.2., Technical Response & Evaluation Guide; or b. the Technical Response document does not appropriately respond to, address, or meet all of the requirements and response items detailed in the RFP Attachment 6.2., Technical Response & Evaluation Guide. 3.1.2. Cost Proposal. A Cost Proposal must be recorded on an exact duplicate of the RFP Attachment 6.3., Cost Proposal & Scoring Guide. NOTICE: If a Respondent fails to submit a cost proposal exactly as required, the State may deem the response to be non-responsive and reject it. 3.1.2.1. A Respondent must only record the proposed cost exactly as required by the RFP Attachment 6.3., Cost Proposal & Scoring Guide and must NOT record any other rates, amounts, or information. 07-18-19 RFP RFP #31786-00149 Page 9 of 111 3.1.2.2. The proposed cost shall incorporate ALL costs for services under the contract for the total contract period, including any renewals or extensions. 3.1.2.3. A Respondent must sign and date the Cost Proposal. 3.1.2.4. A Respondent must submit the Cost Proposal to the State in a sealed package separate from the Technical Response (as detailed in RFP Sections 3.2.3., et seq.). 3.2. Response Delivery 3.2.1. A Respondent must ensure that both the original Technical Response and Cost Proposal documents meet all form and content requirements, including all required signatures, as detailed within this RFP, as may be amended. 3.2.2. A Respondent must submit original Technical Response and Cost Proposal documents and copies as specified below. 3.2.2.1. One (1) original Technical Response paper document labeled: “RFP # 31786-00149 TECHNICAL RESPONSE ORIGINAL” and seven (7) digital copies of the Technical Response each in the form of one (1) digital document with separate individual corresponding appendices or exhibits in “PDF” format properly recorded on its own otherwise blank, USB flash drive labeled: “RFP # 31786-00149 TECHNICAL RESPONSE COPY” The digital copies should not include copies of sealed customer references, however any other discrepancy between the paper Technical Response document and any digital copies may result in the State rejecting the proposal as non-responsive. 3.2.2.2. One (1) original Cost Proposal paper document labeled: “RFP # 31786-00149 COST PROPOSAL ORIGINAL” and one (1) copy in the form of a digital document in “XLS” format properly recorded on separate, blank, USB flash drive labeled: “RFP # 31786-00149 COST PROPOSAL COPY” In the event of a discrepancy between the original Cost Proposal document and the digital copy, the original, signed document will take precedence. 3.2.3. A Respondent must separate, seal, package, and label the documents and copies for delivery as follows: 3.2.3.1. The Technical Response original document and digital copies must be placed in a sealed package that is clearly labeled: “DO NOT OPEN… RFP # 31786-00149 TECHNICAL RESPONSE FROM [RESPONDENT LEGAL ENTITY NAME]” 3.2.3.2. The Cost Proposal original document and digital copy must be placed in a separate, sealed package that is clearly labeled: 07-18-19 RFP RFP #31786-00149 Page 10 of 111 “DO NOT OPEN… RFP # 31786-00149 COST PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME]” 3.2.3.3. The separately, sealed Technical Response and Cost Proposal components may be enclosed in a larger package for mailing or delivery, provided that the outermost package is clearly labeled: “RFP # 31786-00149 SEALED TECHNICAL RESPONSE & SEALED COST PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME]” 3.2.4. A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events at the following address: Seannalyn Brandmeir Procurement and Contract Director Tennessee Department of Finance & Administration, Division of Benefits Administration 312 Rosa L. Parks Avenue, Suite 1900 Nashville, Tennessee 37243 Seannalyn.Brandmeir@tn.gov Telephone: 615.532.4598 Fax: 615.253.8556 3.3. Response & Respondent Prohibitions 3.3.1. A response must not include alternate contract terms and conditions. If a response contains such terms and conditions, the State, at its sole discretion, may determine the response to be a non- responsive counteroffer and reject it. 3.3.2. A response must not restrict the rights of the State or otherwise qualify either the offer to deliver goods or provide services as required by this RFP or the Cost Proposal. If a response restricts the rights of the State or otherwise qualifies either the offer to deliver goods or provide services as required by this RFP or the Cost Proposal, the State, at its sole discretion, may determine the response to be a non-responsive counteroffer and reject it. 3.3.3. A response must not propose alternative goods or services (i.e., offer services different from those requested and required by this RFP) unless expressly requested in this RFP. The State may consider a response of alternative goods or services to be non-responsive and reject it. 3.3.4. A Cost Proposal must be prepared and arrived at independently and must not involve any collusion between Respondents. The State will reject any Cost Proposal that involves collusion, consultation, communication, or agreement between Respondents. Regardless of the time of detection, the State will consider any such actions to be grounds for response rejection or contract termination. 3.3.5. A Respondent must not provide, for consideration in this RFP process or subsequent contract negotiations, any information that the Respondent knew or should have known was materially incorrect. If the State determines that a Respondent has provided such incorrect information, the State will deem the Response non-responsive and reject it. 3.3.6. A Respondent must not submit more than one Technical Response and one Cost Proposal in response to this RFP, except as expressly requested by the State in this RFP. If a Respondent submits more than one Technical Response or more than one Cost Proposal, the State will deem all of the responses non-responsive and reject them. 3.3.7. A Respondent must not submit a response as a prime contractor while also permitting one or more other Respondents to offer the Respondent as a subcontractor in their own responses. mailto:seannalyn.brandmeir@tn.gov 07-18-19 RFP RFP #31786-00149 Page 11 of 111 Such may result in the disqualification of all Respondents knowingly involved. This restriction does not, however, prohibit different Respondents from offering the same subcontractor as a part of their responses (provided that the subcontractor does not also submit a response as a prime contractor). 3.3.8. The State shall not consider a response from an individual who is, or within the past six (6) months has been, a State employee. For purposes of this RFP: 3.3.8.1. An individual shall be deemed a State employee until such time as all compensation for salary, termination pay, and annual leave has been paid; 3.3.8.2. A contract with or a response from a company, corporation, or any other contracting entity in which a controlling interest is held by any State employee shall be considered to be a contract with or proposal from the employee; and 3.3.8.3. A contract with or a response from a company, corporation, or any other contracting entity that employs an individual who is, or within the past six (6) months has been, a State employee shall not be considered a contract with or a proposal from the employee and shall not constitute a prohibited conflict of interest. 3.4. Response Errors & Revisions A Respondent is responsible for any and all response errors or omissions. A Respondent will not be allowed to alter or revise response documents after the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events unless such is formally requested, in writing, by the State. 3.5. Response Withdrawal A Respondent may withdraw a submitted response at any time before the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events by submitting a written request signed by an authorized Respondent representative. After withdrawing a response, a Respondent may submit another response at any time before the Response Deadline. After the Response Deadline, a Respondent may only withdraw all or a portion of a response where the enforcement of the response would impose an unconscionable hardship on the Respondent. 3.6. Additional Services If a response offers goods or services in addition to those required by and described in this RFP, the State, at its sole discretion, may add such services to the contract awarded as a result of this RFP. Notwithstanding the foregoing, a Respondent must not propose any additional cost amounts or rates for additional goods or services. Regardless of any additional services offered in a response, the Respondent’s Cost Proposal must only record the proposed cost as required in this RFP and must not record any other rates, amounts, or information. NOTICE: If a Respondent fails to submit a Cost Proposal exactly as required, the State may deem the response non-responsive and reject it. 3.7. Response Preparation Costs The State will not pay any costs associated with the preparation, submittal, or presentation of any response. 07-18-19 RFP RFP #31786-00149 Page 12 of 111 4. GENERAL CONTRACTING INFORMATION & REQUIREMENTS 4.1. RFP Amendment The State at its sole discretion may amend this RFP, in writing, at any time prior to contract award. However, prior to any such amendment, the State will consider whether it would negatively impact the ability of potential Respondents to meet the response deadline and revise the RFP Schedule of Events if deemed appropriate. If an RFP amendment is issued, the State will convey it to potential Respondents who submitted a Notice of Intent to Respond (refer to RFP Section 1.8). A response must address the final RFP (including its attachments) as amended. 4.2. RFP Cancellation The State reserves the right, at its sole discretion, to cancel the RFP or to cancel and reissue this RFP in accordance with applicable laws and regulations. 4.3. State Right of Rejection 4.3.1. Subject to applicable laws and regulations, the State reserves the right to reject, at its sole discretion, any and all responses. 4.3.2. The State may deem as non-responsive and reject any response that does not comply with all terms, conditions, and performance requirements of this RFP. Notwithstanding the foregoing, the State reserves the right to waive, at its sole discretion, minor variances from full compliance with this RFP. If the State waives variances in a response, such waiver shall not modify the RFP requirements or excuse the Respondent from full compliance, and the State may hold any resulting Contractor to strict compliance with this RFP. 4.4. Assignment & Subcontracting 4.4.1. The Contractor may not subcontract, transfer, or assign any portion of the Contract awarded as a result of this RFP without prior approval of the State. The State reserves the right to refuse approval, at its sole discretion, of any subcontract, transfer, or assignment. 4.4.2. If a Respondent intends to use subcontractors, the response to this RFP must specifically identify the scope and portions of the work each subcontractor will perform (refer to RFP Attachment 6.2., Section B, General Qualifications & Experience Item B.14.). 4.4.3. Subcontractors identified within a response to this RFP will be deemed as approved by the State unless the State expressly disapproves one or more of the proposed subcontractors prior to signing the Contract. 4.4.4. After contract award, a Contractor may only substitute an approved subcontractor at the discretion of the State and with the State’s prior, written approval. 4.4.5. Notwithstanding any State approval relating to subcontracts, the Respondent who is awarded a contract pursuant to this RFP will be the prime contractor and will be responsible for all work under the Contract. 4.5. Right to Refuse Personnel or Subcontractors The State reserves the right to refuse, at its sole discretion and notwithstanding any prior approval, any personnel of the prime contractor or a subcontractor providing goods or services in the performance of a contract resulting from this RFP. The State will document in writing the reason(s) for any rejection of personnel. 07-18-19 RFP RFP #31786-00149 Page 13 of 111 4.6. Insurance The State will require the awarded Contractor to provide a Certificate of Insurance issued by an insurance company licensed or authorized to provide insurance in the State of Tennessee. Each Certificate of Insurance shall indicate current insurance coverages meeting minimum requirements as may be specified by this RFP. A failure to provide a current, Certificate of Insurance will be considered a material breach and grounds for contract termination. 4.7. Professional Licensure and Department of Revenue Registration 4.7.1. All persons, agencies, firms, or other entities that provide legal or financial opinions, which a Respondent provides for consideration and evaluation by the State as a part of a response to this RFP, shall be properly licensed to render such opinions. 4.7.2. Before the Contract resulting from this RFP is signed, the apparent successful Respondent (and Respondent employees and subcontractors, as applicable) must hold all necessary or appropriate business or professional licenses to provide the goods or services as required by the contract. The State may require any Respondent to submit evidence of proper licensure. 4.7.3. Before the Contract resulting from this RFP is signed, the apparent successful Respondent must be registered with the Tennessee Department of Revenue for the collection of Tennessee sales and use tax. The State shall not award a contract unless the Respondent provides proof of such registration or provides documentation from the Department of Revenue that the Contractor is exempt from this registration requirement. The foregoing is a mandatory requirement of an award of a contract pursuant to this solicitation. To register, please visit the Department of Revenue’s Tennessee Taxpayer Access Point (TNTAP) website for Online Registration and the Vendor Contract Questionnaire. These resources are available at the following: https://tntap.tn.gov/eservices/_/#1 4.8. Disclosure of Response Contents 4.8.1. All materials submitted to the State in response to this RFP shall become the property of the State of Tennessee. Selection or rejection of a response does not affect this right. By submitting a response, a Respondent acknowledges and accepts that the full response contents and associated documents will become open to public inspection in accordance with the laws of the State of Tennessee. 4.8.2. The State will hold all response information, including both technical and cost information, in confidence during the evaluation process. 4.8.3. Upon completion of response evaluations, indicated by public release of a Notice of Intent to Award, the responses and associated materials will be open for review by the public in accordance with Tenn. Code Ann. § 10-7-504(a)(7). 4.9. Contract Approval and Contract Payments 4.9.1. After contract award, the Contractor who is awarded the contract must submit appropriate documentation with the Department of Finance and Administration, Division of Accounts. 4.9.2. This RFP and its contractor selection processes do not obligate the State and do not create rights, interests, or claims of entitlement in either the Respondent with the apparent best- evaluated response or any other Respondent. State obligations pursuant to a contract award shall commence only after the Contract is signed by the State agency head and the Contractor and after the Contract is approved by all other state officials as required by applicable laws and regulations. 4.9.3. No payment will be obligated or made until the relevant Contract is approved as required by applicable statutes and rules of the State of Tennessee. https://tntap.tn.gov/eservices/_/#1 07-18-19 RFP RFP #31786-00149 Page 14 of 111 4.9.3.1. The State shall not be liable for payment of any type associated with the Contract resulting from this RFP (or any amendment thereof) or responsible for any goods delivered or services rendered by the Contractor, even goods delivered or services rendered in good faith and even if the Contractor is orally directed to proceed with the delivery of goods or the rendering of services, if it occurs before the Contract Effective Date or after the Contract Term. 4.9.3.2. All payments relating to this procurement will be made in accordance with the Payment Terms and Conditions of the Contract resulting from this RFP (refer to RFP Attachment 6.6., Pro Forma Contract, Section C). 4.9.3.3. If any provision of the Contract provides direct funding or reimbursement for the competitive purchase of goods or services as a component of contract performance or otherwise provides for the reimbursement of specified, actual costs, the State will employ all reasonable means and will require all such documentation that it deems necessary to ensure that such purchases were competitive and costs were reasonable, necessary, and actual. The Contractor shall provide reasonable assistance and access related to such review. Further, the State shall not remit, as funding or reimbursement pursuant to such provisions, any amounts that it determines do not represent reasonable, necessary, and actual costs. 4.10. Contractor Performance The Contractor who is awarded a contract will be responsible for the delivery of all acceptable goods or the satisfactory completion of all services set out in this RFP (including attachments) as may be amended. All goods or services are subject to inspection and evaluation by the State. The State will employ all reasonable means to ensure that goods delivered or services rendered are in compliance with the Contract, and the Contractor must cooperate with such efforts. 4.11. Contract Amendment After Contract award, the State may request the Contractor to deliver additional goods or perform additional services within the general scope of the Contract and this RFP, but beyond the specified Scope, and for which the Contractor may be compensated. In such instances, the State will provide the Contractor a written description of the additional goods or services. The Contractor must respond to the State with a time schedule for delivering the additional goods or accomplishing the additional services based on the compensable units included in the Contractor’s response to this RFP. If the State and the Contractor reach an agreement regarding the goods or services and associated compensation, such agreement must be effected by means of a contract amendment. Further, any such amendment requiring additional goods or services must be signed by both the State agency head and the Contractor and must be approved by other state officials as required by applicable statutes, rules, policies and procedures of the State of Tennessee. The Contractor must not provide additional goods or render additional services until the State has issued a written contract amendment with all required approvals. 4.12. Severability If any provision of this RFP is declared by a court to be illegal or in conflict with any law, said decision will not affect the validity of the remaining RFP terms and provisions, and the rights and obligations of the State and Respondents will be construed and enforced as if the RFP did not contain the particular provision held to be invalid. 4.13. Next Ranked Respondent The State reserves the right to initiate negotiations with the next ranked Respondent should the State cease doing business with any Respondent selected via this RFP process. 07-18-19 RFP RFP #31786-00149 Page 15 of 111 5. EVALUATION & CONTRACT AWARD 5.1. Evaluation Categories & Maximum Points The State will consider qualifications, experience, technical approach, and cost in the evaluation of responses and award points in each of the categories detailed below (up to the maximum evaluation points indicated) to each response deemed by the State to be responsive. EVALUATION CATEGORY MAXIMUM POINTS POSSIBLE General Qualifications & Experience (refer to RFP Attachment 6.2., Section B) 10 Technical Qualifications, Experience & Approach (refer to RFP Attachment 6.2., Section C) 25 Technical Qualifications, Network Analysis (refer to RFP Attachment 6.2., Section D) 25 Cost Proposal (refer to RFP Attachment 6.3.) 40 5.2. Evaluation Process The evaluation process is designed to award the contract resulting from this RFP not necessarily to the Respondent offering the lowest cost, but rather to the Respondent deemed by the State to be responsive and responsible who offers the best combination of attributes based upon the evaluation criteria. (“Responsive Respondent” is defined as a Respondent that has submitted a response that conforms in all material respects to the RFP. “Responsible Respondent” is defined as a Respondent that has the capacity in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.) 5.2.1. Technical Response Evaluation. The Solicitation Coordinator and the Proposal Evaluation Team (consisting of three (3) or more State employees) will use the RFP Attachment 6.2., Technical Response & Evaluation Guide to manage the Technical Response Evaluation and maintain evaluation records. 5.2.1.1. The State reserves the right, at its sole discretion, to request Respondent clarification of a Technical Response or to conduct clarification discussions with any or all Respondents. Any such clarification or discussion will be limited to specific sections of the response identified by the State. The subject Respondent must put any resulting clarification in writing as may be required and in accordance with any deadline imposed by the State. 5.2.1.2. The Solicitation Coordinator will review each Technical Response to determine compliance with RFP Attachment 6.2., Technical Response & Evaluation Guide, Section A— Mandatory Requirements. If the Solicitation Coordinator determines that a response failed to meet one or more of the mandatory requirements, the Proposal Evaluation Team will review the response and document the team’s determination of whether: a. the response adequately meets RFP requirements for further evaluation; b. the State will request clarifications or corrections for consideration prior to further evaluation; or, 07-18-19 RFP RFP #31786-00149 Page 16 of 111 c. the State will determine the response to be non-responsive to the RFP and reject it. 5.2.1.3. Proposal Evaluation Team members will independently evaluate each Technical Response (that is responsive to the RFP) against the evaluation criteria in this RFP, and will score each in accordance with the RFP Attachment 6.2., Technical Response & Evaluation Guide. 5.2.1.4. For each response evaluated, the Solicitation Coordinator will calculate the average of the Proposal Evaluation Team member scores for RFP Attachment 6.2., Technical Response & Evaluation Guide, and record each average as the response score for the respective Technical Response section. 5.2.1.5. Before Cost Proposals are opened, the Proposal Evaluation Team will review the Technical Response Evaluation record and any other available information pertinent to whether or not each Respondent is responsive and responsible. If the Proposal Evaluation Team identifies any Respondent that does not meet the responsive and responsible thresholds such that the team would not recommend the Respondent for Cost Proposal Evaluation and potential contract award, the team members will fully document the determination. 5.2.2. Cost Proposal Evaluation. The Solicitation Coordinator will open for evaluation the Cost Proposal of each Respondent deemed by the State to be responsive and responsible and calculate and record each Cost Proposal score in accordance with the RFP Attachment 6.3., Cost Proposal & Scoring Guide. 5.2.3. Total Response Score. The Solicitation Coordinator will calculate the sum of the Technical Response section scores and the Cost Proposal score and record the resulting number as the total score for the subject Response (refer to RFP Attachment 6.5., Score Summary Matrix). 5.3. Contract Award Process 5.3.1 The Solicitation Coordinator will submit the Proposal Evaluation Team determinations and scores to Benefits Administration’s executive director for consideration along with any other relevant information that might be available and pertinent to contract award. 5.3.2. Benefits Administration’s executive director may concur with the apparent best-evaluated Response recommendation. To effect a contract award to a Respondent other than the one receiving the highest evaluation process score, the head of the procuring agency must provide written justification and obtain the written approval of the Chief Procurement Officer and the Comptroller of the Treasury. 5.3.3. Benefits Administration will present the apparent best-evaluated Response recommendation before the State, Local Education, and Local Government Insurance Committees, as applicable, for approval to enter into a contract with the best-evaluated Respondent. 5.3.4. The State will issue a Notice of Intent to Award identifying the apparent best-evaluated response and make the RFP files available for public inspection at the time and date specified in the RFP Section 2, Schedule of Events. NOTICE: The Notice of Intent to Award shall not create rights, interests, or claims of entitlement in either the apparent best-evaluated Respondent or any other Respondent. 5.3.5. The Respondent identified as offering the apparent best-evaluated response must sign a contract drawn by the State pursuant to this RFP. The Contract shall be substantially the same as the RFP Attachment 6.6., Pro Forma Contract. The Respondent must sign the contract by the Contractor Signature Deadline detailed in the RFP Section 2, Schedule of Events. If the 07-18-19 RFP RFP #31786-00149 Page 17 of 111 Respondent fails to provide the signed Contract by this deadline, the State may determine that the Respondent is non-responsive to this RFP and reject the response. 5.3.6. Notwithstanding the foregoing, the State may, at its sole discretion, entertain limited terms and conditions or pricing negotiations prior to Contract signing and, as a result, revise the pro forma contract terms and conditions or performance requirements in the State’s best interests, PROVIDED THAT such revision of terms and conditions or performance requirements shall NOT materially affect the basis of response evaluations or negatively impact the competitive nature of the RFP and contractor selection process. 5.3.7. If the State determines that a response is non-responsive and rejects it after opening Cost Proposals, the Solicitation Coordinator will re-calculate scores for each remaining responsive Cost Proposal to determine (or re-determine) the apparent best-evaluated response. 07-18-19 RFP RFP #31786-00149 Page 18 of 111 RFP ATTACHMENT 6.1. RFP # 31786-00149 STATEMENT OF CERTIFICATIONS AND ASSURANCES The Respondent must sign and complete the Statement of Certifications and Assurances below as required, and it must be included in the Technical Response (as required by RFP Attachment 6.2., Technical Response & Evaluation Guide, Section A, Item A.1.). The Respondent does, hereby, expressly affirm, declare, confirm, certify, and assure ALL of the following: 1. The Respondent will comply with all of the provisions and requirements of the RFP. 2. The Respondent will provide all services as defined in the Scope of the RFP Attachment 6.6., Pro Forma Contract for the total Contract Term. 3. The Respondent, except as otherwise provided in this RFP, accepts and agrees to all terms and conditions set out in the RFP Attachment 6.6., Pro Forma Contract. 4. The Respondent acknowledges and agrees that a contract resulting from the RFP shall incorporate, by reference, all proposal responses as a part of the Contract. 5. The Respondent will comply with: (a) the laws of the State of Tennessee; (b) Title VI of the federal Civil Rights Act of 1964; (c) Title IX of the federal Education Amendments Act of 1972; (d) the Equal Employment Opportunity Act and the regulations issued there under by the federal government; and, (e) the Americans with Disabilities Act of 1990 and the regulations issued there under by the federal government. 6. To the knowledge of the undersigned, the information detailed within the response submitted to this RFP is accurate. 7. The response submitted to this RFP was independently prepared, without collusion, under penalty of perjury. 8. No amount shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Respondent in connection with this RFP or any resulting contract. 9. Both the Technical Response and the Cost Proposal submitted in response to this RFP shall remain valid for at least 120 days subsequent to the date of the Cost Proposal opening and thereafter in accordance with any contract pursuant to the RFP. 10. The Respondent affirms the following statement, as required by the Iran Divestment Act Tenn. Code Ann. § 12-12- 111: “By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each bidder is not on the list created pursuant to §12-12-106.” For reference purposes, the list is currently available online at: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo- /library-/public-information-library.html. By signing this Statement of Certifications and Assurances, below, the signatory also certifies legal authority to bind the proposing entity to the provisions of this RFP and any contract awarded pursuant to it. If the signatory is not the Respondent (if an individual) or the Respondent’s company President or Chief Executive Officer, this document must attach evidence showing the individual’s authority to bind the Respondent. DO NOT SIGN THIS DOCUMENT IF YOU ARE NOT LEGALLY AUTHORIZED TO BIND THE RESPONDENT SIGNATURE: PRINTED NAME & TITLE: DATE: RESPONDENT LEGAL ENTITY NAME: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/library-/public-information-library.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/library-/public-information-library.html 07-18-19 RFP RFP #31786-00149 Page 19 of 111 RFP ATTACHMENT 6.2. — Section A TECHNICAL RESPONSE & EVALUATION GUIDE SECTION A: MANDATORY REQUIREMENTS. The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropriate space below. The Solicitation Coordinator will review the response to determine if the Mandatory Requirement Items are addressed as required and mark each with pass or fail. For each item that is not addressed as required, the Proposal Evaluation Team must review the response and attach a written determination. In addition to the Mandatory Requirement Items, the Solicitation Coordinator will review each response for compliance with all RFP requirements. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section A— Mandatory Requirement Items Pass/Fail The Response must be delivered to the State no later than the Response Deadline specified in the RFP Section 2, Schedule of Events. The Technical Response and the Cost Proposal documentation must be packaged separately as required (refer to RFP Section 3.2., et. seq.). The Technical Response must NOT contain cost or pricing information of any type. The Technical Response must NOT contain any restrictions of the rights of the State or other qualification of the response. A Respondent must NOT submit alternate responses (refer to RFP Section 3.3.). A Respondent must NOT submit multiple responses in different forms (as a prime and a subcontractor) (refer to RFP Section 3.3.). A.1. Provide the Statement of Certifications and Assurances (RFP Attachment 6.1.) completed and signed by an individual empowered to bind the Respondent to the provisions of this RFP and any resulting contract. The document must be signed without exception or qualification. A.2. Provide a statement, based upon reasonable inquiry, of whether the Respondent or any individual who shall cause to deliver goods or perform services under the contract has a possible conflict of interest (e.g., employment by the State of Tennessee) and, if so, the nature of that conflict. NOTE: Any questions of conflict of interest shall be solely within the discretion of the State, and the State reserves the right to cancel any award. A.3. Provide a current bank reference indicating that the Respondent’s business relationship with the financial institution is in positive standing. Such reference must be written in the form of a standard business letter, signed, and dated within the past three (3) months. A.4. Provide two current positive credit references from vendors with which the Respondent has done business written in the form of standard business letters, signed, and dated within the past three (3) months. 07-18-19 RFP RFP #31786-00149 Page 20 of 111 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section A— Mandatory Requirement Items Pass/Fail A.5. Provide an official document or letter from an accredited credit bureau, verified and dated within the last three (3) months and indicating a satisfactory credit rating for the Respondent (NOTE: A credit bureau report number without the full report is insufficient and will not be considered responsive.) A.6. Provide a current credit rating from Moody’s, Standard & Poor’s, Dun & Bradstreet, A.M. Best or Fitch Ratings, verified and dated within the last three (3) months and indicating a positive credit rating for the Respondent. A.6. Submit a written statement indicating that the Proposer has at least six (6) years’ experience in providing DPPO Dental Insurance plan benefits to at least five (5) employer accounts, one (1) of which serves at least 20,000 Members. A.7. Submit a written statement indicating that the Proposer acknowledges it is required to and agrees to administer the DPPO Dental Insurance Plan benefits as contained in Attachment 6.6 - Pro Forma Contract. A.8. Submit a written statement indicating the Proposer will comply with the State's requirement that no minimum membership enrollment levels are contained as a provision of the proposal. A.9 The Respondent must hold a current certificate of authority from the Tennessee Department of Commerce and Insurance which authorizes the Respondent to issue group dental preferred provider organization insurance benefits in the State of Tennessee. Submit a copy of your organization’s current State of Tennessee Certificate of Authority. State Use – Solicitation Coordinator Signature, Printed Name & Date: 07-18-19 RFP RFP #31786-00149 Page 21 of 111 RFP ATTACHMENT 6.2. — SECTION B TECHNICAL RESPONSE & EVALUATION GUIDE SECTION B: GENERAL QUALIFICATIONS & EXPERIENCE. The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropriate space below. Proposal Evaluation Team members will independently evaluate and assign one score for all responses to Section B— General Qualifications & Experience Items. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items B.1. Detail the name, e-mail address, mailing address, telephone number, and facsimile number of the person the State should contact regarding the response. B.2. Describe the Respondent’s form of business (i.e., individual, sole proprietor, corporation, non- profit corporation, partnership, limited liability company) and business location (physical location or domicile). B.3. Detail the number of years the Respondent has been in business. B.4. Briefly describe how long the Respondent has been providing the goods or services required by this RFP. B.5. Describe the Respondent’s number of employees, client base, and location of offices. B.6. Provide a statement of whether there have been any mergers, acquisitions, or change of control of the Respondent within the last ten (10) years. If so, include an explanation providing relevant details. B.7. Provide a statement of whether the Respondent or, to the Respondent's knowledge, any of the Respondent’s employees, agents, independent contractors, or subcontractors, involved in the delivery of goods or performance of services on a contract pursuant to this RFP, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If so, include an explanation providing relevant details. B.8. Provide a statement of whether, in the last ten (10) years, the Respondent has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors. If so, include an explanation providing relevant details. B.9. Provide a statement of whether there is any material, pending litigation against the Respondent that the Respondent should reasonably believe could adversely affect its ability to meet contract requirements pursuant to this RFP or is likely to have a material adverse effect on the Respondent’s financial condition. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it would impair the Respondent’s performance in a contract pursuant to this RFP. NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. B.10. Provide a statement of whether there are any pending or in progress Securities Exchange Commission investigations involving the Respondent. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it will impair the Respondent’s performance in a contract pursuant to this RFP. 07-18-19 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP #31786-00149 Page 22 of 111 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. B.11. Provide a brief, descriptive statement detailing evidence of the Respondent’s ability to deliver the goods or services sought under this RFP (e.g., prior experience, training, certifications, resources, program and quality management systems, etc.). B.12. Provide a narrative description of the proposed project team, its members, and organizational structure along with an organizational chart identifying the key people who will be assigned to deliver the goods or services required by this RFP. B.13. Provide a personnel roster listing the names of key people who the Respondent will assign to meet the Respondent’s requirements under this RFP along with the estimated number of hours that each individual will devote to that performance. Follow the personnel roster with a resume for each of the people listed. The resumes must detail the individual’s title, education (if applicable), current position with the Respondent, and employment history. B.14. Provide a statement of whether the Respondent intends to use subcontractors to meet the Respondent’s requirements of any contract awarded pursuant to this RFP, and if so, detail: (a) the names of the subcontractors along with the contact person, mailing address, telephone number, and e-mail address for each; (b) a description of the scope and portions of the goods each subcontractor involved in the delivery of goods or performance of the services each subcontractor will perform; and (c) a statement specifying that each proposed subcontractor has expressly assented to being proposed as a subcontractor in the Respondent’s response to this RFP. B.15. Provide documentation of the Respondent’s commitment to diversity as represented by the following: (a) Business Strategy. Provide a description of the Respondent’s existing programs and procedures designed to encourage and foster commerce with business enterprises owned by minorities, women, service-disabled veterans, persons with disabilities, and small business enterprises. Please also include a list of the Respondent’s certifications as a diversity business, if applicable. (b) Business Relationships. Provide a listing of the Respondent’s current contracts with business enterprises owned by minorities, women, service-disabled veterans, persons with disabilities, and small business enterprises. Please include the following information: (i) contract description; (ii) contractor name and ownership characteristics (i.e., ethnicity, gender, service-disabled veteran-owned or persons with disabilities); (iii) contractor contact name and telephone number. (c) Estimated Participation. Provide an estimated level of participation by business enterprises owned by minorities, women, service-disabled veterans, persons with disabilities and small business enterprises if a contract is awarded to the Respondent pursuant to this RFP. Please include the following information: (i) a percentage (%) indicating the participation estimate. (Express the estimated participation number as a percentage of the total estimated contract value that will be dedicated to business with subcontractors and supply contractors having such ownership characteristics only and DO NOT INCLUDE DOLLAR AMOUNTS); (ii) anticipated goods or services contract descriptions; 07-18-19 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP #31786-00149 Page 23 of 111 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items (iii) names and ownership characteristics (i.e., ethnicity, gender, service-disabled veterans, or disability) of anticipated subcontractors and supply contractors. NOTE: In order to claim status as a Diversity Business Enterprise under this contract, businesses must be certified by the Governor’s Office of Diversity Business Enterprise (Go- DBE). Please visit the Go-DBE website at https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810 for more information. (d) Workforce. Provide the percentage of the Respondent’s total current employees by ethnicity and gender. NOTE: Respondents that demonstrate a commitment to diversity will advance State efforts to expand opportunity to do business with the State as contractors and subcontractors. Response evaluations will recognize the positive qualifications and experience of a Respondent that does business with enterprises owned by minorities, women, service- disabled veterans, persons with disabilities, and small business enterprises and who offer a diverse workforce. B.16. Provide a statement of whether or not the Respondent has any current contracts with the State of Tennessee or has completed any contracts with the State of Tennessee within the previous five (5) year period. If so, provide the following information for all of the current and completed contracts: (a) the name, title, telephone number and e-mail address of the State contact knowledgeable about the contract; (b) the procuring State agency name; (c) a brief description of the contract’s scope of services; (d) the contract period; and (e) the contract number. B.17. Provide customer references from individuals who are not current or former State employees for projects similar to the goods or services sought under this RFP and which represent:  two (2) accounts Respondent currently services that are similar in size to the State; and  three (3) completed projects. References from at least three (3) different individuals are required to satisfy the requirements above, e.g., an individual may provide a reference about a completed project and another reference about a currently serviced account. The standard reference questionnaire, which must be used and completed, is provided at RFP Attachment 6.4. References that are not completed as required may be deemed non-responsive and may not be considered. The Respondent will be solely responsible for obtaining fully completed reference questionnaires and including them in the sealed Technical Response. In order to obtain and submit the completed reference questionnaires follow the process below. (a) Add the Respondent’s name to the standard reference questionnaire at RFP Attachment 6.4. and make a copy for each reference. (b) Send a reference questionnaire and new, standard #10 envelope to each reference. (c) Instruct the reference to: (i) complete the reference questionnaire; (ii) sign and date the completed reference questionnaire; (iii) seal the completed, signed, and dated reference questionnaire within the envelope provided; (iv) sign his or her name in ink across the sealed portion of the envelope; and https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810 07-18-19 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP #31786-00149 Page 24 of 111 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items (v) return the sealed envelope directly to the Respondent (the Respondent may wish to give each reference a deadline, such that the Respondent will be able to collect all required references in time to include them within the sealed Technical Response). (d) Do NOT open the sealed references upon receipt. (e) Enclose all sealed reference envelopes within a larger, labeled envelope for inclusion in the Technical Response as required. NOTES:  The State will not accept late references or references submitted by any means other than that which is described above, and each reference questionnaire submitted must be completed as required.  The State will not review more than the number of required references indicated above.  While the State will base its reference check on the contents of the sealed reference envelopes included in the Technical Response package, the State reserves the right to confirm and clarify information detailed in the completed reference questionnaires, and may consider clarification responses in the evaluation of references.  The State is under no obligation to clarify any reference information. B.18. Provide a statement and any relevant details addressing whether the Respondent is any of the following: (a) is presently debarred, suspended, proposed for debarment, or voluntarily excluded from covered transactions by any federal or state department or agency; (b) has within the past three (3) years, been convicted of, or had a civil judgment rendered against the contracting party from commission of fraud, or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) is presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed above; and (d) has within a three (3) year period preceding the contract had one or more public transactions (federal, state, or local) terminated for cause or default. B.19. Provide a report on your company from URAC or other nationally recognized quality rating agency. If no report has been produced, reply likewise and provide an explanation. B.20. The Contractor and any Subcontractor used by the Contractor to host State data, including data center vendors, shall be subject to an annual engagement by a CPA firm in accordance with the standards of the American Institute of Certified Public Accountants (“AICPA”) for a System and Organization Controls for service organizations (“SOC”) Type II audit. Provide your most recent audit report and the most recent audit report for any proposed subcontractor(s) to be utilized for the State DPPO contract. SCORE (for all Section B—Qualifications & Experience Items above): (maximum possible score = 10) State Use – Evaluator Identification: 02-15-18 RFP RFP #31786-00149 Page 25 of 111 RFP ATTACHMENT 6.2. — SECTION C TECHNICAL RESPONSE & EVALUATION GUIDE SECTION C: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH. The Respondent must address all items (below) and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropriate space below. A Proposal Evaluation Team, made up of three or more State employees, will independently evaluate and score the response to each item. Each evaluator will use the following whole number, raw point scale for scoring each item: 0 = little value 1 = poor 2 = fair 3 = satisfactory 4 = good 5 = excellent The Solicitation Coordinator will multiply the Item Score by the associated Evaluation Factor (indicating the relative emphasis of the item in the overall evaluation). The resulting product will be the item’s Raw Weighted Score for purposes of calculating the section score as indicated. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score C.1. a. Provide a narrative illustrating how the Respondent will manage the project, ensure completion of the scope of services, and accomplish required objectives within the State’s project schedule. b. Describe your experience delivering the services required in this contract to large employer groups. 8 C.2. Implementation: a. Describe your experience with large implementation projects including the transition of a large group to a new vendor. b. Provide a project implementation plan describing the major implementation tasks that will ensure the Respondent is prepared to assume all responsibilities as of the go-live date described in the Pro Forma Contract (RFP Attachment 6.6). c. Describe the major implementation tasks you deem to be the most critical and high risk and your ability to successfully manage these tasks. 12 C.3. Call Center: a. What is the location of the proposed call center and what are the hours of operation? b. Provide for calendar year 2019 by quarter the following statistics for the call center that will be assigned to this contract for calendar year 2021: • Average seconds to answer • Average Hold in Queue (in minutes) • First call resolution rates c. Describe how the quality of member service calls is measured, reported and used to enhance the member experience. 10 02-15-18 RFP RFP #31786-00149 Page 26 of 111 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score d. Provide a summary of customer satisfaction results for the last two years for the call center that will be assigned to this account. C.4. Call Center Staff: a. What is your staffing ratio of customer service representatives (CSRs) to members? b. What are the qualifications and experience of the CSRs? c. What are the average annual turnover rates for this call center? 9 C.5. Member Communications: a. Describe how you would effectively communicate with and educate plan members regarding the DPPO dental insurance program benefit during the annual enrollment period and throughout the plan year. b. Describe the various communications methods (written, electronic, in person, etc.) and the schedule of outreach you would utilize to reach members. Provide sample materials you propose to use for this account. c. What communication materials (e.g., I.D. cards, letters) are provided to the employee/retiree to identify them as a Subscriber? Please provide a sample. 10 C.6. Claims Processing: a. Provide a description of the claims accuracy testing processes that occur both during implementation and after implementation. b. Is your claims processing system fully customizable? c. What is your average claims turnaround time? d. How are employees notified of the status of their claims? e. Indicate your 2020 performance standards for claims processing and provider and member payments. f. What percentage of claims is submitted electronically? g. How many claims does your organization process annually? 12 C.7. Reporting: a. Describe your reporting systems and capabilities and how they will support your ability to deliver 8 02-15-18 RFP RFP #31786-00149 Page 27 of 111 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score timely and accurate reports as required in the Pro Forma Contract (RFP Attachment 6.6). b. What plan performance data will be shared so that we can collaborate on plan strategy? c. Describe your timing and process for sharing claims history information with your clients’ data warehouse and/or flexible spending account vendors. C.8. Website and Mobile Tools: a. Describe the website and mobile tools that the Respondent will make available to Members. Include a list of available materials and services. b. Identify which required capabilities are in current operation and any that would be developed to comply with a contract pursuant to this RFP. c. Share links and materials that describe your member tools. 10 C.9. Member Complaints and Grievances: a. How are member inquiries or complaints tracked, reported and resolved? b. Describe the levels and timeframes available for grievance resolution. c. Are inquiries or complaints matched to the treating provider? d. How will the status of grievances be reported back to the State of Tennessee? 8 C.10. Data Integration and Technical Requirements: a. Describe your experience processing a full standard 834 eligibility file as described in RFP Appendix 7.5 b. Describe the quality control processes you use to ensure the accurate and complete update of enrollment files as well as how enrollment errors will be communicated to the State c. Describe how the Respondent will ensure a continuous 95% enrollment match between the State’s system (Edison) and the Proposer’s system 12 C.11 Privacy & Confidentiality: Describe the safeguards to protect the privacy and confidentiality of Members and to prevent unauthorized use or disclosure of Protected Health Information (PHI) that you create, receive, transmit, or maintain. 1 02-15-18 RFP RFP #31786-00149 Page 28 of 111 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score Complete Appendix 7.8 regarding HIPAA Business Associate Assessment and submit it with your technical response as a separate appendix/exhibit file. The Solicitation Coordinator will use this sum and the formula below to calculate the section score. All calculations will use and result in numbers rounded to two (2) places to the right of the decimal point. Total Raw Weighted Score: (sum of Raw Weighted Scores above) Total Raw Weighted Score X 25 (maximum possible score) = SCORE: Maximum Possible Raw Weighted Score) State Use – Evaluator Identification: State Use – Solicitation Coordinator Signature, Printed Name & Date: 02-15-18 RFP RFP #31786-00149 Page 29 of 111 RFP ATTACHMENT 6.2. — SECTION D TECHNICAL RESPONSE & EVALUATION GUIDE SECTION D: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH: NETWORK ANALYSIS. The Respondent must address all items (below) and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropriate space below. A Proposal Evaluation Team, made up of three or more State employees, will independently evaluate and score the response to each item. Each evaluator will use the following whole number, raw point scale for scoring each item: 0 = little value 1 = poor 2 = fair 3 = satisfactory 4 = good 5 = excellent The Solicitation Coordinator will multiply the Item Score by the associated Evaluation Factor (indicating the relative emphasis of the item in the overall evaluation). The resulting product will be the item’s Raw Weighted Score for purposes of calculating the section score as indicated. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section D — Technical Qualifications, Network Analysis Item Score Evaluation Factor Raw Weighted Score D.1. Tennessee Networks: a. Identify the Tennessee statewide network(s) you are proposing for this contract. b. Provide, using the table below, the total number of contracted unique individual (not locations) general dentists and specialists in your proposed Tennessee statewide network that will be used for this contract. # Unique Individuals: TN Statewide Network General Dentists Specialists c. How many members are served by the network(s)? d. Is the Tennessee statewide network to be used for this contract open to new providers? e. Are there are any proposed provider recruitment efforts or areas in Tennessee that you would target for network expansion if awarded this contract? f. Provide, using the table below, the total number of contracted locations for general dentists and specialists in your proposed Tennessee statewide network(s) that will be used for this contract. # Locations: TN Statewide Network General Dentists Specialists 18 D.2. Using the charts below, detail the (a) Tennessee statewide and (b) national network unique provider disruption rates [calculated 13 02-15-18 RFP RFP #31786-00149 Page 30 of 111 by number of unique individual general dentists or specialists at beginning of year who left (voluntarily or in-voluntarily) by the end of the year divided by number of unique individual general dentists or specialists at beginning of year] for calendar years (CY) 2017, 2018, and 2019 for the networks proposed for this contract. Provider Disruption Rate TN Statewide Network National Network CY 2017 CY 2018 CY 2019 CY 2017 CY 2018 CY 2019 Unique General Dentists Unique Specialists D.3. Detail your annual network growth or decline for CY 2017, 2018, and 2019 for unique (a) general dentists and (b) specialists. Network Growth/Decline TN Statewide Network National Network CY 2017 CY 2018 CY 2019 CY 2017 CY 2018 CY 2019 Unique General Dentists at beginning of CY Unique General Dentists at end of CY Unique Specialists at beginning of CY Unique Specialists at end of CY 12 D.4. Outside of Tennessee Network(s) a. Describe how members will be able to access service when residing or traveling outside of Tennessee. 7 02-15-18 RFP RFP #31786-00149 Page 31 of 111 b. Identify the national network(s) outside of Tennessee you are proposing for this contract. c. Provide, using the table below, the total number of contracted unique individual (not locations) general dentists and specialists in your national network(s) outside of Tennessee that will be used for this contract. # Unique Individuals: National Network General Dentists Specialists d. How many members are served by each of these networks? e. Is the national network(s) outside of Tennessee to be used for this contract open to new providers? f. Are there are any proposed provider recruitment efforts or areas you would target for network expansion if awarded this contract? g. Provide, using the table below, the total number of contracted locations for general dentists and specialists in your proposed national network(s) that will be used for this contract. # Locations: National Network General Dentists Specialists NOTE: Tennessee has a small number of members who reside out of state (e.g., retirees, dependents who are students and employees living in other states). D.5. Provider Quality: a. Describe your credentialing and re-credentialing criteria and process for both network general and specialty dentists as required in Contract Section A.3.d. b. Explain any review processes you have for monitoring the appointments and care provided by network providers. Include examples of recent reviews. 9 D.6. Provider Communication: a. What is the timing and content of your standard communication process with network providers for introduction of a new client? b. How do providers access enrollment information? 5 D.7. Describe how your organization would enforce, through the Contractor’s contracts with network providers, compliance with all provisions of the DPPO program, as required in the Contract Section A.3.f. a. In total, and b. Specifically, when a provider terminates participation in the network: 6 02-15-18 RFP RFP #31786-00149 Page 32 of 111 1. How do you provide for completion of treatment in process? 2. Do you currently provide for copies of dental records to the Members’ new dentist at no cost to either the employer or its DPPO Members? 3. Do you notify Members of the provider’s termination? D.8. General Dentists Disruption Analysis: Using the provider listing in Appendix 7.7, and following the instructions within said appendix, indicate which General Dentists will be in the proposed Tennessee and national network for this contract as of the proposal date. Note: the table below and table 2 in Appendix 7.7 must match. Network Status Total % of Providers % of Claims In-network (Y) Out-of- network (N) 15 D.9. Statewide Provider Network Accessibility Analysis: For the proposed statewide network, conduct and submit the Quest Analytics Provider Accessibility Analysis for your participating DPPO (a) General Dentists and (b) Specialty Dentist in TENNESSEE ONLY, as required in Appendices 7.3 and 7.4 and using the State’s total eligibility population data for TENNESSEE ONLY provided in Appendix 7.2., TN ZIP Code Counts. DEFINITION: For the purpose of this analysis, “Network Provider” shall be defined as any General or Specialty Dentist who is currently operating under a fully executed and in force contract with the Respondent, for participation as a Provider in the Respondent’s DPPO Plan; OR has signed a legally binding letter of agreement with the Respondent to mutually execute the Respondent’s required Provider contract for participation as a General Dentist or Specialty Dentist in the State’s DPPO Plan, contingent upon the Respondent being awarded a contract pursuant to RFP# 31786- 00149. Fill out two tables below based on the results of the Quest report provided as part of your technical response (refer to Appendices 7.2, 7.3, and 7.4). NOTE: Respondents MUST use Appendix 7.2 for TN ZIP Code Classifications and the classifications listed (urban, suburban, rural). The ZIP code list and classifications must match in the Respondent’s report. *Information below must match the information provided in the Quest Analytics Provider Accessibility Analysis. ZIP Code Class Number of Employees with Access* Percentage of Employees with Access* All Employees Urban Suburban Rural 15 02-15-18 RFP RFP #31786-00149 Page 33 of 111 ZIP Code Class Avg. Distance to Two (2) General Dentist* Avg. Distance to One (1) Specialist* All Employees Urban Suburban Rural The Solicitation Coordinator will use this sum and the formula below to calculate the section score. All calculations will use and result in numbers rounded to two (2) places to the right of the decimal point. Total Raw Weighted Score: (sum of Raw Weighted Scores above) Total Raw Weighted Score x 25 (maximum possible score) = SCORE: Maximum Possible Raw Weighted Score State Use – Evaluator Identification: State Use – Solicitation Coordinator Signature, Printed Name & Date: 02-15-18 RFP RFP #31786-00149 Page 34 of 111 RFP ATTACHMENT 6.3 COST PROPOSAL & SCORING GUIDE The Respondent shall complete and submit its Cost Proposal in accordance with the instructions given in RFP Section 3.2.2.2. The Respondent will use an XLS spreadsheet to prepare the Cost Proposal. This spreadsheet is found at the following website address, under the section labeled RFP # 31786-00149: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information/request- for-proposals--rfp--opportunities1.html Further instructions specific to the content of the Cost Proposal are found in the above referenced spreadsheet. The spreadsheet will calculate the Total Evaluation Cost Amount. This Amount will be used in the formula below to derive the Proposer’s Cost Proposal score. Lowest Evaluation Cost Amount from all Proposals X 40 (maximum section score) = SCORE: Evaluation Cost Amount Being Evaluated State Use – RFP Coordinator Signature, Printed Name & Date: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information/request-for-proposals--rfp--opportunities1.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information/request-for-proposals--rfp--opportunities1.html 02-15-18 RFP RFP #31786-00149 Page 35 of 111 RFP ATTACHMENT 6.4. REFERENCE QUESTIONNAIRE The standard reference questionnaire provided on the following pages of this attachment MUST be completed by all individuals offering a reference for the Respondent. The Respondent will be solely responsible for obtaining completed reference questionnaires as required (refer to RFP Attachment 6.2., Technical Response & Evaluation Guide, Section B, Item B.17.), and for enclosing the sealed reference envelopes within the Respondent’s Technical Response. 02-15-18 RFP RFP #31786-00149 Page 36 of 111 RFP # 31786-00149 REFERENCE QUESTIONNAIRE REFERENCE SUBJECT: RESPONDENT NAME (completed by Respondent before reference is requested) The “reference subject” specified above, intends to submit a response to the State of Tennessee in response to the Request for Proposals (RFP) indicated. As a part of such response, the reference subject must include a number of completed and sealed reference questionnaires (using this form). Each individual responding to this reference questionnaire is asked to follow these instructions:  complete this questionnaire (either using the form provided or an exact duplicate of this document);  sign and date the completed questionnaire;  seal the completed, signed, and dated questionnaire in a new standard #10 envelope;  sign in ink across the sealed portion of the envelope; and  return the sealed envelope containing the completed questionnaire directly to the reference subject. (1) What is the name of the individual, company, organization, or entity responding to this reference questionnaire? (2) Please provide the following information about the individual completing this reference questionnaire on behalf of the above-named individual, company, organization, or entity. NAME: TITLE: TELEPHONE # E-MAIL ADDRESS: (3) What goods or services does/did the reference subject provide to your company or organization? (4) What is the level of your overall satisfaction with the reference subject as a vendor of the goods or services described above? Please respond by circling the appropriate number on the scale below. 1 2 3 4 5 least satisfied most satisfied 02-15-18 RFP RFP #31786-00149 Page 37 of 111 RFP # 31786-00149 REFERENCE QUESTIONNAIRE — PAGE 2 If you circled 3 or less above, what could the reference subject have done to improve that rating? (5) If the goods or services that the reference subject provided to your company or organization are completed, were the goods or services provided in compliance with the terms of the contract, on time, and within budget? If not, please explain. (6) If the reference subject is still providing goods or services to your company or organization, are these goods or services being provided in compliance with the terms of the contract, on time, and within budget? If not, please explain. (7) How satisfied are you with the reference subject’s ability to perform based on your expectations and according to the contractual arrangements? (8) In what areas of goods or service delivery does/did the reference subject excel? (9) In what areas of goods or service delivery does/did the reference subject fall short? (10) What is the level of your satisfaction with the reference subject’s project management structures, processes, and personnel? Please respond by circling the appropriate number on the scale below. 1 2 3 4 5 least satisfied most satisfied What, if any, comments do you have regarding the score selected above? 02-15-18 RFP RFP #31786-00149 Page 38 of 111 RFP # 31786-00149 REFERENCE QUESTIONNAIRE — PAGE 3 (11) Considering the staff assigned by the reference subject to deliver the goods or services described in response to question 3 above, how satisfied are you with the technical abilities, professionalism, and interpersonal skills of the individuals assigned? Please respond by circling the appropriate number on the scale below. 1 2 3 4 5 least satisfied most satisfied What, if any, comments do you have regarding the score selected above? (12) Would you contract again with the reference subject for the same or similar goods or services? Please respond by circling the appropriate number on the scale below. 1 2 3 4 5 least satisfied most satisfied What, if any, comments do you have regarding the score selected above? REFERENCE SIGNATURE: (by the individual completing this request for reference information) DATE: (must be the same as the signature across the envelope seal) 02-15-18 RFP RFP #31786-00149 Page 39 of 111 RFP ATTACHMENT 6.5. SCORE SUMMARY MATRIX RESPONDENT NAME RESPONDENT NAME RESPONDENT NAME GENERAL QUALIFICATIONS & EXPERIENCE Section B (maximum: 10) EVALUATOR #1 EVALUATOR #2 REPEAT AS NECESSARY AVERAGE: AVERAGE: AVERAGE: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH Section C (maximum: 25) EVALUATOR #1 EVALUATOR #2 REPEAT AS NECESSARY AVERAGE: AVERAGE: AVERAGE: Technical Qualifications, Network Analysis - Section D (maximum: 25) EVALUATOR #1 EVALUATOR #2 REPEAT AS NECESSARY AVERAGE: AVERAGE: AVERAGE: COST PROPOSAL (maximum: 40) SCORE: SCORE: SCORE: TOTAL RESPONSE EVALUATION SCORE: (maximum: 100) Solicitation Coordinator Signature, Printed Name & Date: RFP #31786-00149 Page 40 of 111 RFP 31786-00149 ATTACHMENT 6.6. RFP #31786-00149 PRO FORMA CONTRACT The pro forma contract detailed in following pages of this exhibit contains some “blanks” (signified by descriptions in capital letters) that will be completed with appropriate information in the final contract resulting from the RFP. RFP #31786-00149 Page 41 of 111 CONTRACT BETWEEN THE STATE OF TENNESSEE, STATE INSURANCE COMMITTEE, LOCAL EDUCATION INSURANCE COMMITTEE, AND LOCAL GOVERNMENT INSURANCE COMMITTEE AND CONTRACTOR NAME This Contract, by and between the State of Tennessee, State Insurance Committee, Local Education Insurance Committee, and the Local Government Insurance Committee (“State”), and Contractor Legal Entity Name (“Contractor”), is for the provision of a voluntary Dental Preferred Provider Organization (“DPPO”) program (“Program”), as further defined in the "SCOPE". State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract. The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company. Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number A. SCOPE: A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract. The Contractor agrees to provide and administer a fully-insured, voluntary Dental Preferred Provider Organization Program to eligible employees of State agencies, as well as participating Local Education and Local Government agencies; eligible retirees; and dependents of employees and retirees who elect to participate in the DPPO Program. Eligibility criteria shall be as defined in RFP #31786-00149 and subsequently the Contractor’s Certificate of Coverage for this Program. The Contractor agrees there shall be no minimum participation requirements in this contract. The DPPO Program shall be delivered in accordance with the provisions of this Contract, including Contract Attachment F – Minimum Benefit Schedule, the Group Master Policy, if applicable, and the Certificate of Coverage created under Contract Section A.16. The benefits coverage for the DPPO Program shall range from January 1, 2021 (go-live) through December 31, 2025. No compensation, beyond the Term shall be paid for completion of this task as it is recognized to be part of the Contractor’s responsibilities. A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the Contract: a. Affiliate: A business organization or entity that, directly or indirectly, is owned or controlled by the Contractor, or owns or controls the Contractor, or is under common ownership or control with the Contractor. b. Agency Benefits Coordinator: The individual within each agency or department who is the officially-designated liaison between BA and employees. c. At-Risk Performance Payment: Contractor’s payment based on key performance indicators (KPI) listed on the SLA Scorecard set forth in Contract Attachment C. The payment is calculated based on the SLA Scorecard quarterly score and a corresponding amount. d. Average Speed of Answer (ASA): The mean time between (a) the moment at which a caller to the Contractor’s call center first hears an introductory greeting and enters the queue and (b) the time at which a call center representative at the call center answers the call. For this definition, the term “answer” shall mean to begin an uninterrupted dialogue with the caller. If a call center representative asks the caller to hold during the first 60 seconds of the dialogue, the Contractor shall not consider the call to be “answered” for purposes of this definition until the call center representative returns to the caller and begins an uninterrupted dialogue. RFP #31786-00149 Page 42 of 111 e. Benefits: The services available to Members and the corresponding amounts that Members and the Program will pay for covered services under this contract. f. Benefits Administration (BA): The division of the Tennessee Department of Finance & Administration that administers the Public Sector Plans. g. Business Days: Traditional workdays, including Monday, Tuesday, Wednesday, Thursday, and Friday. State Holidays are excluded. h. Certificate of Coverage: A formal document detailing the eligibility and benefits for the Program that has been approved by the State’s Department of Commerce and Insurance. i. Claim: Notification to an insurance company requesting payment of an amount due under the terms of the policy. j. Claims Payment Accuracy: The measurement of claims processed with an accurate payment of benefits divided by the total number of claims with payments in the audited population. k. Claims Processing Accuracy or Procedural Accuracy: The measurement of claims processed without procedural errors divided by number of claims in the audited population. l. Claims Processing Turnaround: The total number of calendar days needed to process a claim. The calculation covers the period from the day the claim is received to the day the claim is processed, suspended, or denied. m. Coinsurance: The percentage amount of allowable charges paid by the Program and by the Member to a Provider for service provided to the Member. n. Compliance with Section 508: To ensure accessibility among persons with a disability, the Contractor’s multimedia/video tools, website, social media content, and any other applicable Member content shall substantially comply with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) and implementing regulations at 36 CFR 1194 Parts A-D. o. Decision Support System (“DSS”): A database and query tool containing health care information and claims data which allows for analytics and executive decision making. Also known as an Executive Information System (“EIS”). p. Deliverable: A document, manual, file, report (in hard copy, electronic format or specific medium as required), or specific function that the Contractor submits to the State or performs to fulfill requirements of this Contract. q. Dentist or General Dentist: The term Dentist means a person practicing dentistry or oral surgery within the scope of their