External Quality Review

STATE OF TENNESSEE DEPARTMENT OF FINANCE AND ADMINISTRATION DIVISION OF HEALTH CARE FINANCE AND ADMINISTRATION REQUEST FOR PROPOSALS FOR EXTERNAL QUALITY REVIEW RFP # 31865-00611 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 RFP 31865-00611 1 1. INTRODUCTION The State of Tennessee, Department of Finance and Administration, Division of TennCare, hereinafter referred to as the “State,” or “TennCare,” 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 seeks to secure a contract with a highly qualified and experienced External Quality Review Organization (EQRO) to assist the State in reaching its goal of ensuring that each enrollee of the TennCare and CoverKids Programs can access timely, high quality, medically necessary, covered healthcare services. The Balanced Budget Act (BBA) of 1997 requires that the State Medicaid agencies contract with qualified outside entities to conduct an annual review of managed care plans, who will at a minimum be required to annually review the quality outcomes, timeliness of, and access to services for which the Managed Care Contractors (MCCs) and Dental Benefits Managers (DBMs) are responsible under their respective contracts with the State. The State currently has managed care plans covering the following Medicaid programs: (1) TennCare, the Tennessee State Medicaid waiver program, (2) TennCare Select, the Tennessee State Medicaid waiver program for those enrollees determined to be at high risk, (3) CoverKids, the federal Children’s Health Insurance Program (CHIP), (4) TennCare Dental Benefit Manager (DBM) and (5) TennCare Pharmacy Benefit Manager (PBM). Unless otherwise indicated, all references to “TennCare”, “TennCare MCOs” and “TennCare MCCs” in this RFP shall be deemed to include TennCare, TennCare Select, TennCare DBM and the TennCare PBM. All references to “CHIP” and “CoverKids” in this RFP shall be deemed to include CoverKids and the CoverKids DBM. This Contract is required to keep the State compliant with Federal EQR regulations and rules and to measure MCC specific compliance with State specific Federal court orders and the TennCare Section 1115 Waiver. The specifications for deliverables required in this Contract may evolve from year to year in response to program changes such as MCC participation or enrollment levels, changes to the TennCare Waiver, court orders, or CRA, or changes in Federal or State requirements. Amendments to this Contract may be required to reflect such aforementioned changes. All changes not requiring an Amendment will be conducted in writing through the Control Memo Process as outlined in Pro Forma Section A.56 of this contract. TennCare may transition some of the required services for the CoverKids population during the course of this contract. The awarded recipient will be notified in writing prior to this potential change. 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 RFP 31865-00611 2 No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to 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. RFP 31865-00611 3 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 #31865-00611 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: Mike Bentheimer, Sourcing Account Specialist Department of General Services, Central Procurement Office and Donovan Morgan, Assistant Director of Contracts Department of Finance and Administration Division of TennCare 310 Great Circle Road Nashville, TN 37243 (615) 741-0041 Donovan.Morgan2@tn.gov 1.4.2.2. Notwithstanding the foregoing, Prospective Respondents may alternatively contact: a. staff of the Governor’s Office of 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: Talley A. Olson Department of Finance and Administration Division of TennCare 310 Great Circle Road Nashville, TN 37243 (615) 507-6841 (Phone) Talley.A.Olson@tn.gov 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. mailto:Donovan.Morgan2@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:Talley.A.Olson@tn.gov RFP 31865-00611 4 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. 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. 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 RFP 31865-00611 5 The conference will be held at: https://tngov.webex.com/tngov/j.php?MTID=m0de54870bd6c8d5c8001f5ef0a0e108f Meeting number (access code): 641 249 444 Meeting password: xTpbS7E33sn Thursday, March 26, 2020 10:00 am | (UTC-05:00) Central Time (US & Canada) | 2 hrs 00 mins 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=m0de54870bd6c8d5c8001f5ef0a0e108f RFP 31865-00611 6 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. RFP Issued March 19, 2020 2. Disability Accommodation Request Deadline 2:00 p.m. March 25, 2020 3. Pre-response Conference 10:00 a.m. March 26, 2020 4. Notice of Intent to Respond Deadline 2:00 p.m. March 27, 2020 5. Written “Questions & Comments” Deadline 2:00 p.m. April 9, 2020 6. State Response to Written “Questions & Comments” April 24, 2020 7. Response Deadline 2:00 p.m. May 14, 2020 8. State Completion of Technical Response Evaluations June 2, 2020 9. State Opening & Scoring of Cost Proposals 2:00 p.m. June 3, 2020 10. Cost Negotiations 4:30 p.m. June 8, 2020 11. State Notice of Intent to Award Released and RFP Files Opened for Public Inspection 2:00 p.m. June 10, 2020 12. End of Open File Period June 17, 2020 13. State sends contract to Contractor for signature June 18, 2020 14. Contractor Signature Deadline 2:00 p.m. June 30, 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). RFP 31865-00611 7 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 Technical Response should be economically prepared, with emphasis on completeness and clarity, and should NOT exceed 250 pages in length (maps, graphs, charts, as noted and included as an appendix will not count against this page limit). 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 all text must be at least a 12-point font. 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. RFP 31865-00611 8 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. 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. Five (5) original Technical Response paper document labeled: “RFP # 31865-00611 TECHNICAL RESPONSE ORIGINAL” and five (5) digital copies of the Technical Response each in the form of one (1) digital document in “PDF” format properly recorded on its own otherwise blank, USB flash drive labeled: “RFP # 31865-00611 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 # 31865-00611 COST PROPOSAL ORIGINAL” and one (1) copy in the form of a digital document in “PDF/XLS” format properly recorded on separate, blank, USB flash drive labeled: “RFP # 31865-00611 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 # 31865-00611 TECHNICAL RESPONSE FROM [RESPONDENT LEGAL ENTITY NAME]” RFP 31865-00611 9 3.2.3.2. The Cost Proposal original document and digital copy must be placed in a separate, sealed package that is clearly labeled: “DO NOT OPEN… RFP # 31865-00611 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 # 31865-00611 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: Donovan Morgan, Assistant Director of Contracts Department of Finance and Administration Division of TennCare 310 Great Circle Road Nashville, TN 37243 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. RFP 31865-00611 10 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. RFP 31865-00611 11 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. RFP 31865-00611 12 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. https://tntap.tn.gov/eservices/_/#1 RFP 31865-00611 13 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. 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 RFP 31865-00611 14 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. 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) 30 Technical Qualifications, Experience & Approach (refer to RFP Attachment 6.2., Section C) 40 Cost Proposal (refer to RFP Attachment 6.3.) 30 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, RFP 31865-00611 15 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. Clarifications and Negotiations: The State reserves the right to award a contract on the basis of initial responses received, therefore, each response shall contain the Respondent’s best terms and conditions from a technical and cost standpoint. The State reserves the right to conduct clarifications or negotiations with one or more Respondents. All communications, clarifications, and negotiations shall be conducted in a manner that supports fairness in response improvement. 5.2.3.1. Clarifications: The State may identify areas of a response that may require further clarification or areas in which it is apparent that there may have been miscommunications or misunderstandings as to the State’s specifications or requirements. The State may seek to clarify those issues identified during one or multiple clarification rounds. Each clarification sought by the State may be unique to an individual Respondent, provided that the process is conducted in a manner that supports fairness in response improvement. 5.2.3.2. Negotiations: The State may elect to negotiate with one or more Respondents by requesting revised responses, negotiating costs, or finalizing contract terms and conditions. The State reserves the right to conduct multiple negotiation rounds or no negotiations at all. 5.2.3.3. Cost Negotiations: All Respondents, selected for negotiation by the State, will be given equivalent information with respect to cost negotiations. All cost negotiations will be documented for the procurement file. Additionally, the State may conduct target pricing and other goods or services level negotiations. Target pricing may be based on considerations such as current pricing, market considerations, benchmarks, budget availability, or other methods that do not reveal individual Respondent pricing. During target price negotiations, Respondents are not obligated to reduce their pricing to target prices, but no Respondent is allowed to increase prices. 5.2.3.4. If the State determines that it is unable to successfully negotiate terms and conditions of a contract with the apparent best evaluated Respondent, the State reserves the right RFP 31865-00611 16 to bypass the apparent best evaluated Respondent and enter into terms and conditions contract negotiations with the next apparent best evaluated Respondent. 5.2.4. 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 the head of the procuring agency for consideration along with any other relevant information that might be available and pertinent to contract award. 5.3.2. The procuring agency head will determine the apparent best-evaluated Response. 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. 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. 5.3.4. 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 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. 5.3.5. 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. 5.3.6. 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. RFP 31865-00611 17 RFP ATTACHMENT 6.1. RFP # 31865-00611 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 RFP 31865-00611 18 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 sub-contractor) (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. RFP 31865-00611 19 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 written attestation that the Respondent does attest, certify, warrant, and assure that the Contractor shall not knowingly employ, in the performance of this Contract, employees who have been excluded from participation in the Medicare, Medicaid, and/or CHIP programs pursuant to Sections 1128 of the Social Security Act. State Use – Solicitation Coordinator Signature, Printed Name & Date: RFP 31865-00611 20 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. RFP ATTACHMENT 6.2. — SECTION B (continued) RFP 31865-00611 21 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, 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, Tennessee service-disabled veterans, 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, Tennessee service-disabled veterans and small business enterprises. Please include the following information: (i) contract description and total value; (ii) contractor name and ownership characteristics (i.e., ethnicity, gender, Tennessee service-disabled); (iii) contractor contact name and telephone number. (c) Estimated Participation. Provide an estimated level of participation by business enterprises owned by minorities, women, Tennessee service-disabled veterans, 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; RFP ATTACHMENT 6.2. — SECTION B (continued) RFP 31865-00611 22 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, Tennessee service- disabled veterans) 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=9265 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, Tennessee service-disabled veterans 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. NOTES: ▪ Current or prior contracts with the State are not a prerequisite and are not required for the maximum evaluation score, and the existence of such contracts with the State will not automatically result in the addition or deduction of evaluation points. ▪ Each evaluator will generally consider the results of inquiries by the State regarding all contracts noted. B.17. Provide customer references from individuals (who are not current or former officials or staff of the State of Tennessee) for projects similar to the services sought under this RFP and which represent: ▪ two (2) of the larger accounts currently serviced by the Respondent, and ▪ three (3) completed projects. All references must be provided in the form of standard reference questionnaires that have been fully completed by the individual providing the reference as required. The standard reference questionnaire, which must be used and completed as required, is detailed at RFP Attachment 6.4. References that are not completed as required will be considered non-responsive and will not be considered. The Respondent will be solely responsible for obtaining the fully completed reference questionnaires, and for including them within the Respondent’s sealed Technical Response. In order to obtain and submit the completed reference questionnaires, as required, follow the process detailed below. (a) Customize the standard reference questionnaire at RFP Attachment 6.4. by adding the subject Respondent’s name, and make duplicates for completion by references. https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9265 RFP ATTACHMENT 6.2. — SECTION B (continued) RFP 31865-00611 23 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items (b) Send the customized reference questionnaires to each individual chosen to provide a reference along with a new standard #10 envelope. (c) Instruct the person that will provide a reference for the Respondent to: (i) complete the reference questionnaire (on the form provided or prepared, completed, and printed using a duplicate of the document); (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 (v) return the sealed envelope containing the completed reference questionnaire 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 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. Proposer shall describe how its background and experience will enable it to address the requirements of the applicable federal and state civil rights laws. For example, achieving compliance with the civil rights laws involves moving towards ending health care disparities, which is part of the National Strategy for Quality Improvement and is a recognized quality improvement activity. Proposer shall describe how its assessment methods are used to evaluate Manage Care Organizations on these measures and how these methods will be implemented in the performance of this contract. RFP ATTACHMENT 6.2. — SECTION B (continued) RFP 31865-00611 24 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items SCORE (for all Section B—Qualifications & Experience Items above): (maximum possible score = 30) State Use – Evaluator Identification: RFP 31865-00611 25 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. Provide a narrative that illustrates the Proposer’s understanding of the State’s requirements and project schedule. 5 C.2. Describe the detailed process to be used for conducting and completing the MCO Annual Quality Survey. Include the data collection tool as well as the format to be used. 5 C.3. Provide a redacted copy of a completed Annual Quality Review of a Medicaid Managed Care Organization, and the corresponding Executive Summary, demonstrating how the proposer designed and implemented a tool capturing all CMS requirements. The sample provided must use a survey tool developed by the EQRO in house staff. Information/Identifiers should be stricken from the documents prior to submission. 5 C.4. Describe the data collection tool and the reporting format the proposer would use for the EPSDT annual evaluation report. Include sample tools and reports for review. 5 C.5. Describe in detail how the proposer would assess network adequacy and delivery of health benefits in accordance with each MCC’s Contractor Risk Agreement. Include a sample reporting format. 5 C.6. Provide a detailed description of the process the proposer would use to validate the accuracy of the provider related information submitted by each MCO. If possible, submit tools and report format that would be used for this project. 5 C.7. Provide examples of Technical Assistance that would be offered to both the MCOs and State agency staff. Also provide explanation of how the need for technical assistance would be assessed. 3 C. 8. Provide sample of a comparative analysis the proposer has completed on HEDIS/CAHPS data or other similar data. 5 RFP ATTACHMENT 6.2. — SECTION C (continued) RFP 31865-00611 26 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.9. Describe the proposer’s process for validation of each MCO’s Performance Improvement Projects. Include proposed reporting format and protocols used. 5 C.10. Provide a redacted copy of an EQRO/QIO Technical Report that was prepared by the proposer. 5 C.11. Describe how the Proposer will fulfill the CMS requirement for validation of MCO Performance Measures utilizing HEDIS specifications. 5 C.12. Provide a work product sample which was a collaborative effort between the Proposer’s biostatistician, epidemiologist and other EQRO staff. Information/identifiers should be stricken from the documents prior to submission. 5 C.13. Describe how the Proposer will train and educate staff regarding Contractor responsibilities described in the scope of this contract. Include ongoing training that may be required. 3 C.14. Describe how the Proposer will monitor and ensure Inter-rater Reliability among the audit staff. Describe internal controls to assure accuracy and completeness of required reporting. 5 C.15. Describe any current or previous EQRO experience with Population Health or disease management evaluation methods. Describe how the Proposer will monitor and provide feedback to the State regarding the efficacy of MCO Population Health and/or disease management protocols and interventions. 5 C.16. Describe the mechanism the Proposer will use to remain current on State and Federal requirements related to Managed Care Organizations. 5 C.17. Describe ongoing internal controls to safeguard access to data as well as the Proposer’s contingency plan for data system failure in any critical EQRO areas. 5 C.18. Describe in detail how the proposer would plan and host meetings with MCCs and interrelated oversight agencies. 4 C.19. Describe process and timeframes for establishing an EQRO office in Nashville. Include a description and numbers of both technical and professional staff providing services within this contract. 3 C.20. Provide narrative describing that proposer is QIO or QIO-like entity as required by Federal law for services contained in this procurement, along with any proof of designation. 4 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. RFP ATTACHMENT 6.2. — SECTION C (continued) RFP 31865-00611 27 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score Total Raw Weighted Score X 40 (maximum possible score) = SCORE: Maximum Possible Raw Weighted Score (i.e., 5 x the sum of item weights above) State Use – Evaluator Identification: State Use – Solicitation Coordinator Signature, Printed Name & Date: RFP 31865-00611 28 RFP ATTACHMENT 6.3. COST PROPOSAL & SCORING GUIDE NOTICE: THIS COST PROPOSAL MUST BE COMPLETED EXACTLY AS REQUIRED COST PROPOSAL SCHEDULE— The Cost Proposal, detailed below, shall indicate the proposed price for goods or services defined in the Scope of Services of the RFP Attachment 6.6., Pro Forma Contract and for the entire contract period. The Cost Proposal shall remain valid for at least one hundred twenty (120) days subsequent to the date of the Cost Proposal opening and thereafter in accordance with any contract resulting from this RFP. All monetary amounts shall be in U.S. currency and limited to two (2) places to the right of the decimal point. NOTICE: The Evaluation Factor associated with each cost item is for evaluation purposes only. The evaluation factors do NOT and should NOT be construed as any type of volume guarantee or minimum purchase quantity. The evaluation factors shall NOT create rights, interests, or claims of entitlement in the Respondent. Notwithstanding the cost items herein, pursuant to the second paragraph of the Pro Forma Contract section C.1. (refer to RFP Attachment 6.6.), “The State is under no obligation to request work from the Contractor in any specific dollar amounts or to request any work at all from the Contractor during any period of this Contract.” This Cost Proposal must be signed, in the space below, by an individual empowered to bind the Respondent to the provisions of this RFP and any contract awarded pursuant to it. If said individual is not the President or Chief Executive Officer, this document must attach evidence showing the individual’s authority to legally bind the Respondent. RESPONDENT SIGNATURE: PRINTED NAME & TITLE: DATE: Cost Item Description Proposed Cost State Use Only Evaluation Factor Evaluation Cost (cost x factor) October 1, 2020 – September 30, 2021 General Administration and Operations (including all scopes of services and deliverables included in the pro forma) $ _______________ per month 12 October 1, 2021 – September 30, 2022 General Administration and Operations (including all scopes of services and deliverables included in the pro forma) $ _______________ per month 12 October 1, 2022 – September 30, 2023 General Administration and Operations (including all scopes of services and deliverables included in the pro forma) $ _______________ per month 12 RFP ATTACHMENT 6.3. (continued) RFP 31865-00611 29 Cost Item Description Proposed Cost State Use Only Evaluation Factor Evaluation Cost (cost x factor) October 1, 2023 – September 30, 2024 Extension Rates (Should Contract Term Extension Option be Utilized) General Administration and Operations (including all scopes of services and deliverables included in the pro forma) $ _______________ per month 1 October 1, 2024 – September 30, 2025 Extension Rates (Should Contract Term Extension Option be Utilized) General Administration and Operations (including all scopes of services and deliverables included in the pro forma) $ _______________ per month 1 EVALUATION COST AMOUNT (sum of evaluation costs above): The Solicitation Coordinator will use this sum and the formula below to calculate the Cost Proposal Score. Numbers rounded to two (2) places to the right of the decimal point will be standard for calculations. lowest evaluation cost amount from all proposals x 30 (maximum section score) = SCORE: evaluation cost amount being evaluated State Use – Solicitation Coordinator Signature, Printed Name & Date: RFP 31865-00611 30 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. RFP 31865-00611 31 RFP #31865-00611 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 RFP 31865-00611 32 RFP #31865-00611 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? RFP 31865-00611 33 RFP #31865-00611 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) RFP 31865-00611 34 RFP ATTACHMENT 6.5. SCORE SUMMARY MATRIX RESPONDENT NAME RESPONDENT NAME RESPONDENT NAME GENERAL QUALIFICATIONS & EXPERIENCE (maximum: 30) EVALUATOR NAME EVALUATOR NAME REPEAT AS NECESSARY AVERAGE: AVERAGE: AVERAGE: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH (maximum: 40) EVALUATOR NAME EVALUATOR NAME REPEAT AS NECESSARY AVERAGE: AVERAGE: AVERAGE: COST PROPOSAL (maximum 30) SCORE: SCORE: SCORE: TOTAL RESPONSE EVALUATION SCORE: (maximum: 100) Solicitation Coordinator Signature, Printed Name & Date: RFP 31865-00611 35 RFP ATTACHMENT 6.6. RFP #31865-00611 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 31865-00611 1 CONTRACT BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF FINANCE AND ADMINISTRATION DIVISION OF TENNCARE CONTRACTOR NAME This Contract, by and between the State of Tennessee, Department of Finance and Administration, Division of TennCare, hereinafter referred to as the ‘State” or “TennCare” and Contractor Legal Entity Name, hereinafter referred to as the “Contractor,” is for provision of External Quality Review (EQR) to assist the State in reaching its goal of ensuring that each enrollee has access to timely, high quality, medically necessary, covered healthcare services as defined in the "SCOPE OF SERVICES." 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 OF SERVICES: A.1. The Contractor shall provide all service and deliverables as required, described, and detailed herein and shall meet all service and delivery timelines as specified by this Contract. A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the Contract: See Attachment A. A.3. The Contractor shall perform all tasks and functions identified in the Contract according to specified levels of quality and comprehensiveness as determined by the State. Capitalized terms used in this Contract are either defined herein or in Attachment A hereto, or are deemed to have the meanings ascribed to them in the applicable TennCare CRAs, CoverKids State contract, or the respective PBM and DBM contracts. A.4. The Contractor shall, under the direction of the State, conduct the TennCare program External Quality Review Organization (EQRO) functions during the term of this Contract and provide for an orderly transition of the EQRO functions to any new Contractor, or the State, at the end of the Contract period, if applicable. The Contractor shall continue to meet the EQRO requirements for competence and independence requirements as set forth in 42 CFR §438.354 and perform external quality review and other EQR-related activities as set forth in 42 CFR §438.358. The Contractor shall provide services in accordance with the TennCare Waiver and related amendments which can be found on the Division of TennCare’s website at http://www.tn.gov/tenncare/ or CoverKids website at https://www.tn.gov/tenncare/policy- guidelines/waiver-and-state-plan-public-notices.html. The Contractor shall provide assistance during the final month of the Contract with the transition of TennCare EQRO functions, if applicable. A.5 The Contractor shall, as directed by the State and at no additional cost to the State, coordinate with, facilitate the prompt exchange of information between, and work collaboratively with any and all other State contractors and State Agencies for the purpose of fulfilling the obligations set forth in this Contract. If required in order for the Contractor to proceed with any part of the Scope of Services which involves sharing or obtaining information of a confidential, proprietary, or otherwise valuable nature with or from another State contractor, the Contractor may be requested to sign mutually agreeable documents, including but not limited to Non-Disclosure Agreements (Non-Disclosure Documents), which are reasonably necessary to maintain cooperation and collaboration among and with any and all other State contractors and State agencies in the performance of the Contract. All information the Contractor may receive, have disclosed to it, or otherwise becomes known to Contractor during the performance of this Contract that the State considers to be proprietary or http://www.tn.gov/tenncare/ https://www.tn.gov/tenncare/policy-guidelines/waiver-and-state-plan-public-notices.html https://www.tn.gov/tenncare/policy-guidelines/waiver-and-state-plan-public-notices.html RFP 31865-00611 2 confidential in nature pursuant to a Non-Disclosure Document entered into by the Contractor and another State contractor or State entity, shall be governed by such Non-Disclosure Document. Nothing in this Section, including failure to negotiate and enter into a Non-Disclosure Document acceptable to Contactor with another State contractor or State entity, shall be construed to relieve the Contractor of its duty to perform any requirements or deliverables under this Contract. Other than as permitted in Section C. of this Contract, Payment Terms and Conditions, the Contractor shall not invoice the State for any such coordination services, and the State shall not be liable to the Contractor for payment of any such coordination services, without the prior written consent of the State. A.6. The Contractor shall be responsible for conducting all reviews scheduled effective October 1, 2020, and producing all regularly scheduled monthly, quarterly and annual reports. Key Personnel shall be the individuals assigned to accomplish the work required by this Contract as identified in the Contractor’s proposal. At no additional cost to the State, Key Personnel shall be available on site at the TennCare offices located at 310 Great Circle Road, Nashville, Tennessee at times designated by TennCare during the month of September 2020 to receive documents and orientation from the previous EQRO Contractor, if applicable including, but not limited to: a. the procedures for the EQRO periodic and special reviews of TennCare MCOs, participation in various committees, ad hoc report generation and analysis, and the operation and maintenance of EQRO Systems; b. review operating procedures and receive training on all software used to support the EQRO functions; and c. receive and review files, data, and other materials from the previous EQRO Contractor. A.7. The Contractor shall perform the following EQRO functions in accordance with all Federal, State, and TennCare requirements: a. The Contractor shall develop a comprehensive work plan, including complete staffing allocations in Full Time Equivalent (FTE) units, that is due to the State no later than September 15th, of each year of the Contract, with the submission of a detailed work plan due annually thereafter. The Contractor’s comprehensive work plan shall outline key tasks and sub-tasks, with associated timeframes for completion and delivery assigned to each task, as deemed necessary to deliver the required work product to the State. The Contractor shall provide a summary report that consists of detailed monthly progress towards the work plan and staffing updates. The summary report must be submitted to TennCare, with an accompanying invoice, by the 15th of each month of the Contract. b. Operate and maintain a system of internal controls (manual and automated), approved by the State in writing, to safeguard access to data and ensure the integrity, completeness, and accuracy of the data, the processing, and the output products; c. By January 1st of each year, perform analysis and submit a report of existing and new Federal and State policies, procedures, and regulations to determine their impact on the EQRO components of the TennCare program and related State and Contractor-performed functions. The analysis shall include a review of portions of the Federal Register that would impact the Division of TennCare. d. Conduct training for Contractor personnel on a continuing basis to maintain satisfactory levels of proficiency relative to all Contractor functions and report to TennCare regarding ongoing Contractor training; e. Operate and maintain an internal control program approved by the State in writing to ensure accuracy of all EQRO functions and processing that meets the State's RFP 31865-00611 3 requirements; internal quality control program shall encompass all annual special reviews, studies, reports, and any other outputs that are produced; f. Develop the External Quality Review (EQR), as defined in Attachment A, survey tools for surveying the MCC based on current contractual procedures, applicable court orders, the TennCare 1115 Waiver, CHIP, State and Federal regulations. The Contractor shall ensure that the tools include specific compliance monitoring activities, a mechanism for obtaining background information from the State, MCC document review, conducting MCC interviews, the collection of accessory information, analyzing and compiling of findings by MCC and reporting evaluation results to the State. The Contractor shall advise the State on an ongoing basis of changes to improve and enhance the audits; g. Conduct periodic and special quality reviews of the MCC in a form or manner as prescribed by the State and provide written reports of findings and recommendations for corrective action within the predefined time frame; h. Maintain internal records in order to provide complete audit trails of activities, account for all transactions, and document all charges; i. Implement and maintain processes and policies compliant with Health Insurance Portability and Accountability Act (HIPAA) regulations; j. Ensure the proper handling of Protected Health Information (PHI); k. Within fifteen (15) days of the start date of the Contract, submit to TennCare a detailed proposal regarding Contractor’s plans for ensuring Inter-rater Reliability in the analyses performed under this Contract. A.8. The Contractor shall perform its TennCare EQRO functions in accordance with Federal and State laws, regulations and policies pertaining to Medicaid, including the Tennessee State Medicaid Plan, and policies and procedures pertaining to TennCare including the terms and conditions of the TennCare Section 1115 Waiver. In the event the Contractor has need of an interpretation of any laws, regulations and/or policies, the request will be made to the State. The State shall provide timely notification to the Contractor of all changes and/or amendments in the MCC CRAs, DBM contract and PBM contract which can reasonably be expected to affect the Contractor’s performance of this Contract. The Contractor shall maintain, on a current and ongoing basis, a full and detailed knowledge of applicable Federal and State laws, regulations, policies, the State Medicaid Plan, State CHIP Plan, federal External Quality Review (EQR) regulations (42 CFR Part 438.310, subpart E) and protocols for Medicaid MCOs, specific TennCare requirements related to Federal court orders, the MCC CRAs, DBM contract, PBM contract and the TennCare Waiver. A.9. The Contractor's responsibilities as the EQRO for TennCare shall include providing and maintaining an administrative structure, including personnel of sufficient background, training, number, scope and authority to perform its contractual responsibilities to the satisfaction of the State. The Contractor shall provide the State with the names and resumes of individuals who are authorized to act on behalf of the Contractor, together with a description of their responsibilities, authorities, and the amount of time each employee will devote to this Contract in Full Time Equivalents (FTEs). The State shall have final approval of FTEs on TennCare projects. The Contractor’s key personnel shall include a full-time Physician Consultant, a full-time Contract Manager, and sufficient resources to fulfill contractual obligations. The Contractor must provide access to a biostatistician and epidemiologist on a timely basis that is adequate to meet TennCare’s requirements under its Contract. Resumes for all key personnel must be current. The Contractor shall possess sufficient physical, technological and financial resources to conduct EQRO and EQR related activities as well as other clinical and non-clinical skills necessary to carry out the EQRO and EQR related activities and to oversee the work of any subcontractor. RFP 31865-00611 4 The Contractor shall demonstrate experience with Medicaid recipients, policies, data systems and processes, MCC delivery systems and financing, Quality Assurance and Quality Integrity, research design and methodology throughout the life of this contract and at the request of TennCare. A.10. The Contractor shall maintain sufficient professional and technical staff to carry out the duties and responsibilities of the EQRO function and agree to the following requirements: a. The Contractor warrants and represents that all persons assigned by it to the performance of this Contract shall be employees of the Contractor and shall be fully qualified to perform the work required herein. The Contractor shall include a similar provision in any contract with any subcontractor selected to perform work hereunder. b. The State shall have the absolute right to approve or disapprove the Contractor's and any subcontractor's key personnel assigned to this Contract, to approve or disapprove any proposed changes in Key Personnel, or to require the removal or reassignment of any key Contractor employee or subcontractor personnel found unacceptable by the State. c. To the extent possible the Contractor shall notify the State in writing of any change in key personnel at least thirty (30) days prior to the change. The Contractor shall upon request, provide the State with a resume of any members of its staff or a subcontractor's staff assigned to or proposed to be assigned to any aspect of the performance of thi