Employee Dental Benefit Services

1 The Procurement Division of Knox County, Tennessee will receive sealed proposals for the provision of Employee Dental Benefit Services as specified herein. Proposals must be received by 2:00 p.m. on June 3, 2024. Late proposals will neither be considered nor returned. Deliver Proposals To: Proposal Number 3559 Knox County Procurement Division Suite 100 1000 North Central Street Knoxville, Tennessee 37917 The Proposal Envelope must show the Company Name, Proposal Number, Proposal Name & Proposal Closing Date. SECTION I PROPOSAL PREPARATION AND SUBMISSION 1.1 ADDITIONAL INFORMATION: Knox County wants requests for additional information routed to Christina Beeler, Senior Procurement Analyst, at 865.215.5722. Questions may be emailed to christina.beeler@knoxcounty.org. If you have not heard from the Buyer in a reasonable amount of time, please call for further assistance. Information about the Knox County Procurement

Division and current solicitations may be obtained on the Internet at www.knoxcounty.org/procurement. 1.2 ACCEPTANCE: Vendors shall hold their price firm and subject to acceptance by Knox County for a period of ninety (90) Business Days from the date of the proposal closing, unless otherwise indicated in their proposal. 1.3 ALTERNATIVE PROPOSALS: Knox County will not accept alternate proposals (those not equal to specifications) unless authorized by the Request for Proposals (RFP) 1.4 AUDIT HOTLINE: Knox County has established an Audit Hotline to report potential fraud and waste. To report potential fraud, waste or abuse, please call 1.866.858.4443 (toll-free). You can also file a report online by accessing http://www.knoxcounty.org/hotline/index.php. Vendors are hereby cautioned that this Audit Hotline does not replace the Award Protest Procedures found in Section VI, Item M of the Knox County Procurement Regulations. 1.5 AWARD: Award will be made to the most responsive, responsible proposer(s) meeting specifications and presenting the product(s) and/or service(s) that is in the best interest of Knox County. Knox County reserves the right to award this proposal on an all-or-none basis, schedule basis or by multiple awards. Knox County reserves the right to not award this proposal. Award will be made in accordance with the evaluation criteria specified herein. 1.6 BUSINESS OUTREACH PROGRAM: Knox County has established a Business Outreach Program which has the responsibility of increasing opportunity for small, minority and women owned businesses. This is being accomplished through community education programs, policy edification, active recruitment of interested businesses and process re-engineering. Knox County is committed to ensuring full and equitable participation for all disadvantaged businesses. Knox County welcomes submittals from those disadvantaged businesses that have an interest in providing goods and/or services listed herein. In addition, Knox County strongly encourages the inclusion of disadvantaged businesses by non-disadvantaged Contractors who wish to partner or subcontract portions of this agreement in order to accomplish the successful delivery of goods and/or services. If you are a disadvantaged business and would like additional information about our Business Outreach Program, please contact: Diane Woods, Business Outreach Administrator Knox County Procurement Telephone: 865.215.5760 Fax: 865.215.5778 Email: diane.woods@knoxcounty.org mailto:christina.beeler@knoxcounty.org http://www.knoxcounty.org/hotline/index.php mailto:diane.woods@knoxcounty.org 2 1.7 CONFLICT OF INTEREST: Vendors must have read and comply with the “Non-Conflict of Interest" statement provided in the vendor registration process prior to the closing of this solicitation. Knox County’s Non-Conflict of Interest Policy is available for review at https://www.knoxcounty.org/purchasing/conflict_policy.php. 1.8 COPIES: Knox County requires that proposals be submitted as one (1) marked as original and one (1) exact copy. Proposers must submit with their written response an exact electronic version of their proposal in a single file on a flash drive format. 1.9 DECLARATIVE STATEMENTS: Any statement or words (e.g.: must, shall, will) are declarative statements and the vendor must comply with the condition. Failure to comply with any such condition may result in the proposal being considered non-responsive and disqualified. 1.10 ELECTRONIC TRANSMISSION OF PROPOSALS: Knox County's Procurement Division will not accept electronically transmitted proposals. Facsimile submission and email are strictly prohibited. Due to the nature of the information requested, all submissions shall be in written format. 1.11 HOW TO DO BUSINESS: Knox County utilizes a web-based Procurement software system, “KnoxBuys”. The system provides our clients (vendors, county departments and the citizens of Knox County) with a more enhanced and end-user friendly means of accessing our services. The system allows for online vendor registration and maintenance, electronic receipt of purchase orders, online retrieval and submittal of quotes, bids and proposals for our vendor-clients and on-line requisitioning and receiving for our county departments. In order for the County to maximize its investment and minimize the cost associated with office operations we need your help. When doing business with Knox County we are urging you to please go to our website at www.knoxcounty.org/procurement, register as a vendor in our online Procurement system, “KnoxBuys”, if you have not done so and whenever possible to conduct your business with the County through this site. If you have any questions, please contact the Procurement Division Representative listed in Section 1.1 of this document. 1.12 INCURRED COSTS: Knox County will not be responsible for any costs incurred by the proposer in the preparation of their proposal. 1.13 MULTIPLE PROPOSALS: Knox County will consider multiple proposals that meet specifications. 1.14 NON-COLLUSION: Proposers, by submitting a signed proposal, certify that the accompanying proposal is not the result of, or affected by, any unlawful act of collusion with any other person or company engaged in the same line of business or commerce, or any other fraudulent act punishable under Tennessee or United States law. 1.15 PAYMENT METHOD: Knox County utilizes two (2) methods of placing orders for products and/or services. The first is the use of Purchase Orders. These Purchase Orders will be issued from the Knox County Procurement Division via the method selected by the vendor during registration. The Purchase Order will detail the quantity, specific item(s) and the contracted price for each item. The second method is the use of the Knox County Credit Card (VISA). Orders placed with the card will list the same information as the Purchase Order. Vendors will be given the card information and approval to process the transaction by the requesting department. Vendors must indicate in their proposal response if the vendor will accept Knox County’s Credit Card (VISA) as a form of payment. Proposers are prohibited to charge Knox County any type of merchant fee from their financial institution to accept this type of payment. 1.16 POSSESSION OF WEAPONS: All vendors, their employees and their agents are prohibited from possessing any weapons on Knox County property without prior written consent from the County. In the case of a vendor whose Contract requires possession of firearms or other weapons to successfully complete their Contract, vendor must provide personnel who are bonded to bear said weaponry. 1.17 PROCESSING TIME FOR PAYMENT: Vendors are advised that a minimum of thirty (30) days is required to process invoices for payment. 1.18 PROOF OF FINANCIAL AND BUSINESS CAPABILITY: Vendors must, upon request, furnish satisfactory evidence of their ability to furnish products or services in accordance with the terms and conditions of these specifications. Knox County will make the final determination as to the vendor’s ability. https://www.knoxcounty.org/purchasing/conflict_policy.php 3 1.19 PROPOSAL DELIVERY: Knox County requires proposers, when hand delivering proposals, to time and date stamp the envelope before depositing it in the bid box. Knox County will not be responsible for any lost or misdirected mail sent by common carrier, nor will Knox County be responsible for proposals delivered to addresses or suites other than the delivery address and suite specified at the top of this solicitation. The time clock in the Procurement Division shall serve as the official record of time. Solicitations must be in a sealed envelope/box prior to entering the Procurement Division office. Procurement Division personnel are not allowed to see the submittal nor assist in placing documents in an envelope/box. Additionally, the Procurement Division is not responsible for providing materials (e.g. envelopes, boxes, tape) for submittals. 1.20 RECYCLING: Knox County, in its continuing efforts to lessen the amount of landfill waste and to further recycling efforts, requests that proposals being submitted on paper shall: • Be submitted on recycled paper; • Not include pages of unnecessary advertising; 1.21 RESTRICTIVE OR AMBIGUOUS SPECIFICATIONS: It is the responsibility of the prospective proposer to review the entire Request for Proposal (RFP) packet and to notify the Procurement Division if the specifications are formulated in a manner that would unnecessarily restrict competition. Any such protest or question regarding the specifications or proposing procedures must be received in the Procurement Division by May 6, 2024, at 4:30 p.m. local time. These requirements also apply to specifications that are ambiguous. 1.22 SIGNING OF PROPOSALS: In order to be considered, all proposals must be signed. Please sign the original in blue ink. By signing the proposal document, the vendor acknowledges and accepts the terms and conditions stated in the proposal document. 1.23 TAXES: Knox County purchases are not subject to taxation. Tax exemption certificates will be provided upon request. 1.24 TITLE VI OF THE 1964 CIVIL RIGHTS ACT AND TITLE IX OF THE EDUCATIONAL AMENDMENT OF 1972: “Nondiscrimination in Federally Assisted Programs”—“No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.” 42 U.S.C. Section 2000. It is the policy of Knox County Government that all its services and activities be administered in conformance with the requirements of Title VI and Title IX. 1.25 USE OF PROPOSAL FORMS: Vendors must complete the proposal forms contained in the proposal package. Failure to complete the proposal forms may result in proposal rejection. 1.26 VENDOR DEFAULT: Knox County reserves the right, in case of vendor default, to procure the articles or services from other sources and hold the defaulting vendor responsible for any excess costs occasioned thereby. Should vendor default be due to a failure to perform or because of a request for a price increase, Knox County reserves the right to remove the vendor from the County's bidder’s list for twenty-four (24) months. 1.27 VENDOR REGISTRATION: Prior to the closing of this proposal, ALL PROPOSERS must be registered with the Procurement Division. Please register on-line at our website at www.knoxcounty.org/procurement and click on “Online Vendor Registration.” Vendors must be registered with the Procurement Division prior to submitting their proposal. Knox County shall not be responsible for technical difficulties experienced by vendors trying to register electronically less than twenty-four (24) hours prior to the proposal closing time. 1.28 WAIVING OF INFORMALITIES: Knox County reserves the right to waive minor informalities or technicalities when it is in the best interest of Knox County. 4 SECTION II OBLIGATIONS, RIGHTS AND REMEDIES These terms and conditions shall be part of the Contract. Knox County reserves the right to negotiate other terms and conditions it deems appropriate and necessary under the circumstances to protect the public’s trust. 2.1 ALTERATIONS OR AMENDMENTS: No alterations, amendments, changes, modifications or additions to this Contract shall be binding on Knox County without the prior written approval of the County. 2.2 APPROPRIATION: In the event no funds are appropriated by Knox County for the goods or services in any fiscal year, or insufficient funds exist to purchase the goods or services, then the Contract shall expire upon the expenditure of previously appropriated funds or the end of the current fiscal year, whichever occurs first, with no further obligations owed to or by either party. 2.3 ASSIGNMENT: Contractor shall not assign or subcontract this agreement, its obligations or rights hereunder to any party, company, partnership, incorporation or person without the prior written specific consent of Knox County. 2.4 BOOKS AND RECORDS: Vendor shall maintain all books, documents, accounting records and other evidence pertaining to the goods and services provided under this Contract and make such materials available at its offices at all reasonable times during the Contract period and for three (3) years from the date of the final payment under this agreement for inspection by County or by any other governmental entity or agency participating in the funding of this agreement, or any authorized agents thereof; copies of said records to be furnished if requested. Such records shall not include those books, documents and accounting records that represent the Vendor's costs of manufacturing, acquiring or delivering the products and services governed by this agreement. 2.5 CHILD LABOR: Contractor agrees that no products or services will be provided or performed under this Contract that have been manufactured or assembled by child labor. 2.6 COMPLIANCE WITH ALL LAWS: Contractor is assumed to be familiar with and agrees to observe and comply with all Federal, State, and Local laws, statutes, ordinances, and regulations in any manner affecting the provision of goods and/or services, and all instructions and prohibitive orders issued regarding this work and shall obtain all necessary permits. 2.7 DEFAULT: If Contractor fails to perform or comply with any provision of this Contract or the terms or conditions of any documents referenced and made a part hereof, Knox County may terminate this Contract, in whole or in part, and may consider such failure or noncompliance a breach of Contract. Knox County expressly retains all its rights and remedies provided by law in case of such breach, and no action by Knox County shall constitute a waiver of any such rights or remedies. In the event of termination for default, Knox County reserves the right to purchase its requirements elsewhere, with or without competitive solicitation. 2.8 GOVERNING LAW; VENUE: This agreement shall be exclusively construed, governed, and controlled by the Laws of the State of Tennessee without regard to principles of law, including conflicts of law, of any other jurisdiction, territory, country, and/or province. Any dispute arising out of or relating to this agreement shall exclusively be brought in the Chancery Court or the Circuit Court of Knox County, Tennessee. Each party consents to personal jurisdiction thereto and waives any defenses based on personal jurisdiction, venue and inconvenient forum. 2.9 INCORPORATION: All specifications, drawings, technical information, Request for Proposal, Proposal, Award and similar items referred to or attached or which are the basis for this Contract are deemed incorporated by reference as if set out fully herein. 2.10 INDEMNIFICATION—HOLD HARMLESS: Contractor shall indemnify, defend, save and hold harmless Knox County, its officers, agents and employees from all suits, claims, actions or damages of any nature brought because of, arising out of, or due to breach of the agreement by Contractor, its subcontractors, suppliers, agents, or employees or due to any negligent act or occurrence or any omission or commission of Contractor, its subcontractors, suppliers, agents or employees. 2.11 INDEPENDENT CONTRACTOR: Contractor shall acknowledge that it and its employees serve as independent contractors and that Knox County shall not be responsible for any payment, insurance or incurred liability. 2.12 INSPECTION AND ACCEPTANCE: Warranty periods shall not commence until Knox County inspects and formally accepts the goods and/or services. The terms, conditions and timing of acceptance shall be determined by Knox 5 County. Knox County reserves the right to reject any or all items or services not in conformance with applicable specifications, and Contractor assumes the costs associated with such nonconformance. Acceptance of goods or services does not constitute a waiver of latent or hidden defects or defects not readily detectable by a reasonable person under the circumstances. 2.13 IRAN DIVESTMENT ACT: By submission of this RFP response, each proposer and each person signing on behalf of any proposer certifies, and in the case of a joint response, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each proposer is not on the list created pursuant to Tennessee Code Annotated § 12-12-106. 2.14 LIMITATIONS OF LIABILITY: In no event shall Knox County be liable for any indirect, incidental, consequential, special or exemplary damages or lost profits, even if Knox County has been advised of the possibility of such damages. 2.15 NO BOYCOTT OF ISRAEL: Pursuant to Tennessee Code Annotated Title 12, Chapter 4, Part 1, by submission of a response to this solicitation, each proposer and each person signing on behalf of any proposer certifies, and in the case of a joint response each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each proposer is not currently engaged in, and will not for the duration of the contract engage in, a boycott of Israel. 2.16 NON-DISCRIMINATION AND NON-CONFLICT STATEMENT: Contractor agrees that no person on the grounds of handicap, age, race, color, religion, sex or national origin shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this agreement or in the employment practices of vendor. Contractor shall upon request show proof of such non-discrimination and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Contractor covenants that it complies with the Fair Wage and Hour Laws, the National Labor Relations Act, and other Federal and State employment laws as applicable. Contractor covenants that it does not engage in any illegal employment practices. Contractor covenants that it has no public or private interest and shall not acquire directly or indirectly any interest that would conflict in any manner with the provision of its goods or performance of its services. Contractor warrants that no part of the total Contract amount provided herein shall be paid directly or indirectly to any officer or employee of Knox County as wages, compensation, or gifts in exchange for acting as officer, agent, employee, subcontractor or consultant to Contractor in connection with any goods provided or work contemplated or performed relative to the agreement. 2.17 ORDER OF PRECEDENCE: In the event of inconsistent or conflicting provision of this Contract and referenced documents, the following descending order of precedence shall prevail: (1) Contract, (2) Request for Proposals, (3) Contractor’s Response, (4) Award, (5) Special Terms and Conditions, (6) General Terms and Conditions, (7) Specifications, (8) Drawings. 2.18 REMEDIES: Knox County shall have all rights and remedies afforded under the U.C.C. and Tennessee law in Contract and in tort, including but not limited to, rejection of goods, rescission, and right of set-off, refund, incidental, consequential and compensatory damages and reasonable attorney’s fees. 2.19 RIGHT TO INSPECT: Knox County reserves the right to make periodic inspections of the manner and means the service is performed or the goods are supplied and warehoused. 2.20 SEVERABILITY: If any provision of this Contract is declared illegal, void or unenforceable, the remaining provisions shall not be affected but shall remain in force and in effect. 2.21 TAX COMPLIANCE: Pursuant to Resolution R-07-1-903 passed by the Commission of Knox County, Tennessee, Contractor hereby acknowledges, by submission of its proposal or proposal and signature, it is current in its respective Federal, State, County, and City taxes of whatever kind or nature, and is not delinquent in any way. Delinquent status must be disclosed or risk debarment by the Knox County Procurement Division. 2.22 TERMINATION: County may terminate this agreement with or without cause at anytime. In the event of termination by either party, fees due for services satisfactorily performed or goods accepted prior to the termination date shall be paid. 6 2.23 UNFORSEEN CIRCUMSTANCES: During periods of closure due to unforeseen circumstances in Knox County or closures at the direction of the Knox County Mayor, the Procurement Division will enact the following procedures in regard to solicitations and closures: • If the Mayor closes the Administrative offices prior to the time set for solicitation opening of any business day, all solicitations due that same day will be moved to the next operational business day. • Other unforeseen circumstances shall be at the sole discretion of the Procurement Director. • Knox County shall not be liable for any commercial carrier’s decision regarding deliveries during any unforeseen circumstances. SECTION III SPECIAL TERMS AND CONDITIONS 3.1 INTENT: The intent of these specifications is to convey to prospective proposers the general type and quality of Employee Dental Benefits Services desired by Knox County Government and Knox County Schools. Knox County is committed to offering quality of work/life benefits for its employees and dependents. As part of this commitment, we are interested in offering comprehensive dental plan(s) for eligible employees and their dependents. As public servants, we intend to provide benefit services which enhance the benefit programs that Knox County offers to its eligible employees and dependents. Award will be based on Best Value. Best Value means more than low cost. It includes the items listed in the Evaluation Criteria as well as initial cost, features included, customer service, and other factors detailed herein. 3.2 ACCEPTANCE: Vendors are advised that the payment of an invoice does not necessarily constitute an acceptance of services that are provided. Acceptance requires a specific written action by Knox County so stating. 3.3 ADDITIONS OR DELETIONS: Knox County reserves the right to add services as the need arises or to delete services that have become obsolete in demand. If services are to be added, Knox County and the Contractor will arrive at a mutually agreed price. Any additions or deletions must be approved in writing by Knox County Procurement prior to any changes in service. 3.4 AGENCY CONTACTS: The Contractor will be given a list of key personnel directly associated with the services to be performed for contact information. Only the Knox County Procurement Division will have the authority to make changes during the term of this agreement and in compliance with any resulting Contract. 3.5 AWARD LENGTH: The length of this Contract will be three (3) years with the option to renew upon mutual consent of both parties. The term agreement may be renewed for an additional two (2) years, one (1) year at a time, for a possible total of five (5) years. Knox County reserves the right to purchase these products and/or services from other sources if the need arises. Knox County reserves the right to revoke the award if a pattern of unavailability or other service issues arises with the vendor. 3.6 CHANGES AFTER AWARD: It is possible that after award, Knox County might change its needs or requirements. Knox County reserves the right to make such changes after consultation with the vendor. Should additional costs arise, Knox County reserves the right to consider accepting these charges provided the vendor can document the increased costs. Knox County also reserves the right to accept proposed service changes from the vendor if they will lower the cost to Knox County and/or provide improved service. 3.7 COMMUNICATIONS: The successful execution of this contract will require extensive communication between all involved parties. While information may be transmitted via telephone, it should always be followed up with an email. It is essential that the Contractor have an efficient and properly working email capabilities. The Contractor will be required to submit a list of individuals, along with direct phone numbers, cell phone numbers, fax numbers and email addresses for the agency’s contacts. These individuals must be familiar with the Knox County Contract and have authority to make adjustments as requested by Knox County. 3.8 COMPLIANCE WITH ALL APPLICABLE REGULATIONS: Vendor agrees and covenants that the company, its agents and employees will comply with all City, County, State and Federal codes, laws, rules and regulations applicable to the business to be conducted under this contract. If the vendor performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, the vendor shall bear all costs arising from such work. 3.9 CONTACT PERSONNEL: Essential to the success of this Contract is the development of a good working relationship between the Vendor and Knox County. It is imperative that the Knox County account be handled efficiently and professionally. 7 Knox County should be assigned no more than two (2) Vendor contacts to handle billing inquiries and service related issues. In the event one or both contacts leave the Knox County account, the Vendor shall formally introduce the new contacts to Knox County personnel. These contacts must be knowledgeable of the County’s account to avoid an interruption of service. 3.10 CONTRACT EXECUTION: The award of this proposal may result in a Contract between Knox County and the successful Vendor(s). The Contract may require Knox County Commission approval. The successful Vendor(s) may be required to be present at the County Commission Meeting(s) to answer questions relating to the service to be performed. Adequate notification will be given by Knox County Procurement Division if the awarded vendor(s) will need to attend meetings. There shall be no cost to Knox County for attendance of the Vendor(s). Knox County will draft the Contract. The Knox County Procurement Division will not accept any vendor’s contract. If Master Agreements, Service Agreements, Terms and Conditions or other contract agreements are submitted they will not be accepted. 3.11 ELIGIBLE DEPARTMENTS: This Request for Proposals covers all Knox County Government and Knox County Schools departments that are eligible to participate in health coverage. These plans are administered by The Knox County Mayor’s Office, Benefits Department. This includes but is not limited to: The Mayor’s Division as well as all other elected officials and their employees such as the Sheriff’s Office, Trustee’s Office, Register of Deeds, County Clerk, Criminal & 4th Circuit, Circuit & Civil Sessions, Attorney General, Sessions Judges, County Commission, D- 911, Knoxville/Knox County /KUB Geographic Information System (KGIS), Public Defender, Medical Examiner, etc. This proposal does NOT include the Knox County Board of Education or the Knoxville-Knox County Community Action Committee. 3.12 ELIGIBLE EMPLOYEES: Knox County Employees are dispersed over several locations in Knoxville. The number of employees varies depending on the services that specific departments utilize. For the purpose of this proposal, the number of employees will include all elected officials and all employees that work for departments that are eligible to participate in health coverage. Current Number of Eligible Employees 10,489 Current Number of Employees enrolled in a Dental Plan 7,119 3.13 ENROLLMENT STATISTICS FOR KNOX COUNTY: Low Tier High Tier Monthly Rate # Enrolled Monthly # Enrolled Employee only $15.60 622 $33.94 2,708 Employee + 1 Dependent $40.18 272 $64.56 1,382 Employee + Family $62.50 367 $120.54 1,848 Total 1,261 5,938 3.14 EVALUATION CRITERIA: This proposal will be evaluated using the following criteria: Value of Benefits & Service Offered 30 points Provider Network 30 points Cost 25 points Experience & References 15 points Knox County may select an Evaluation Committee for this solicitation to thoroughly review and score all submitted responsive and responsible proposals. Each evaluator will have the ability to award up to 100 points, based on the Evaluation Criteria, per submission. 3.15 EVALUATION REVIEW: Knox County reserves the right to use all pertinent information that might affect the County’s judgment as to the appropriateness of an award to the best evaluated Vendor(s). This information may be appended to the proposal evaluation process results. Information on a service provider from reliable sources, and not within the service provider’s proposal, may also be noted and made part of the evaluation file. Knox County shall have sole responsibility for determining a reliable source. Knox County reserves the right to conduct written and/or oral discussions/interviews after the proposal closes. The purpose of such discussions/interviews is to provide clarification and/or additional information to make an award that is in the best interest of Knox County. 8 3.16 EXCEPTIONS TO SPECIFICATIONS: Vendors taking exception to any part or section of these specifications shall indicate such exceptions on their submittal. A failure to indicate any exception(s) shall be interpreted as the Vendor’s intent to fully comply with the specifications as written. Conditional or qualified offers are subject to rejection in whole or in part. Any exceptions shall be included in TAB X of the submittal. Do not strike through or in any other way alter the RFP. Exceptions listed within other sections of the submittal shall not be reviewed or considered. 3.17 GRATUITIES AND KICKBACKS: It shall be a breach of ethical standards for any person or company to offer, give, or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim, or controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to any solicitation or proposal therefore. It shall be a breach of ethical standards for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or a person associated therewith, as an inducement for the award of a subcontract or order. Breach of the provisions of this paragraph is, in addition to a breach of this Contract, a breach of ethical standards which may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under Knox County contracts. 3.18 INSURANCE: The successful Vendor(s) must carry the insurance as indicated on the Insurance Checklist Attachment hereto. As proof of the Vendor’s willingness to obtain and maintain the insurance, the Vendor must complete, sign and have its insurance agent sign the attachment and submit it with the proposal. Upon the Notification of Intent to Award, the successful vendor will be required to submit a Certificate of Insurance (COI) including any corresponding endorsement page(s) with the specified coverage and listing Knox County as an additional insured. It shall be the successful vendor’s responsibility to keep a current COI and endorsement page(s) on file with Knox County Procurement for as long as the contract is in effect. 3.19 INTERPRETATION: No oral interpretation will be made to any proposer regarding the meaning of requirements. All questions are to be submitted in writing or electronically (email) and will be answered in the form of an amendment to the solicitation by the Knox County Procurement Division. 3.20 INVOICE DETAIL: Knox County is requesting invoices to show the following details to help expedite review and payment. The Contractor(s) may be required to modify invoicing procedures to show the detail. All potential Contractors are hereby cautioned that Knox County will only pay from original invoices and not facsimiles or copies. Invoices which do not adhere to these details may be returned to the Contractor for correction. 3.20.1 The invoice must show the amount due to the Contractor by Knox County. 3.20.2 The invoice must show a summary of completed work. 3.20.3 Invoices are to be original and uniquely pre-numbered. 3.20.4 Invoices which do not show this information are subject to rejection. 3.21 INVOICING PROCEDURES: Knox County requests that invoices be easy to read and understand. Invoices are to be original and uniquely pre-numbered. Each participating agency to this Contract may be required to use different invoicing information and procedures. This information and procedures shall be provided to the contractor(s) prior to Contract execution. There shall be no additional charge for this information and procedures to be included. Mail invoices for Knox County Benefits to: Knox County Benefits Department 400 Main Street, Suite 360 Knoxville, TN 37902-1850 Mail invoices for Knox County Schools Benefits to: Knox County Schools Benefits Manager P.O. BOX 2188 Knoxville, TN 37901 9 3.22 LICENSES AND CERTIFICATIONS: Proposers must maintain the proper licenses and certifications as required by Federal, State and Local law. Proposers must provide copies of the licenses and certifications upon request by the users of this Contract. 3.23 MINIMUM QUALIFICATION EXPECTATIONS: 3.23.1 Respondent must address all submittal requirements as defined under Section V. 3.23.2 Respondent must have the experience and capabilities to carry out the work contemplated and equipment and personnel available for the work. 3.23.3 If the respondent has a permanent office in Knox County, the respondent must have a current business license issued by Knox County. This requirement also applies to any of the Respondent’s proposed sub- contractors or sub-consultants with a permanent office in Knox County. A Knox County business license is not required of any Respondent or proposed sub-contractor or sub-consultant who does not have a permanent office in Knox County. For more information, contact the Knox County Clerk’s office at 865.215.2392. 3.24 NEGOTIATION: Knox County may select a successful proposer on the basis of initial offers received without discussions. Therefore, each proposal shall contain the proposer’s best terms from a cost or price and service standpoint. Knox County reserves the right to enter into Contract negotiations, including, but not limited to, rates and terms, with the highest-rated proposer. If Knox County and the selected proposer cannot negotiate a successful agreement, Knox County may terminate said negotiations and begin negotiations with the next highest-rated proposer. 3.25 NEWS RELEASES BY VENDORS: As a matter of policy, Knox County does not endorse the services of a Contractor. A Contractor will not make news releases concerning any resultant contract from this solicitation without the prior written approval of Knox County. 3.26 NO CONTACT POLICY: After the date and time that the vendor receives this solicitation, any contact initiated by any proposer with any Knox County representative, other than the Procurement Division representative listed herein, concerning this Request for Proposals, is strictly prohibited. Any such unauthorized contact may cause the disqualification of the proposer from this procurement transaction. 3.27 OFFER WITHDRAWAL: No proposal can be withdrawn after it is filed unless the proposer makes a request in writing to the Knox County Procurement Division prior to the time set for the closing of proposals or unless the County fails to accept within ninety (90) business days after the date fixed for the closing the RFP. 3.28 PREPARATION OF PROPOSAL: The proposer must bear all costs associated with the preparation of the proposal and any oral presentation if required by Knox County. 3.29 PRICING: The proposer(s) warrants that the unit price stated shall remain firm for a period of thirty six (36) months from the first day of the Contract period. If the Contractor’s price is increased after the first contract period, Knox County must be given a written notice to consider. Such a request shall include as a minimum, (1) the cause for the adjustment; (2) the amount of the change requested with documentation to support the requested adjustment. Price increases will only be considered at the renewal period(s). If the price increase is rejected the contractor may: • Continue with the existing prices. • Request a lower price increase. • Not accept the renewal offer. If a price increase is approved by Knox County, the approval notification will be done in writing and the Contractor will be notified of the new price schedule and effective date of increase. This documentation will become part of the proposal file. No approvals will be authorized verbally. 3.30 PROPOSAL CONTENT: The proposer’s response must contain a thorough description of the background of the proposer and sufficient evidence showing that the proposer is capable of providing the services. The proposer’s response must thoroughly expound on the proposer’s understanding of how the proposed services will meet Knox County’s needs. The proposal must also contain an explanation of the implementation plan and the proposer’s ongoing commitment to service. 10 3.31 PROPOSAL EVALUATION: In evaluation of submitted proposals, Knox County reserves the right to use any or all of the ideas from the proposals submitted without limitation and to accept any part or the entire successful proposal in selecting an operation which is judged to be in the best interest of Knox County. All material submitted becomes property of Knox County. 3.32 PROPOSAL FORMAT: This solicitation is in the Request for Proposals format. At the specified date and time, each proposer’s name will be publicly read aloud. No further information will be given at that time. Evaluation of the proposals will proceed as expeditiously as possible and successful, as well as unsuccessful, notification will be given. 3.33 PROPOSER OBLIGATION: Proposers shall become fully acquainted with conditions relating to the scope of the work detailed in this RFP. Failure to become acquainted with the existing conditions shall in no way absolve the proposer of any obligations with respect to this RFP or the Contract. 3.34 PUBLIC RECORDS ACT: Knox County is subject to the Tennessee Open Records Act 10-7-503 et seq. Proposers are cautioned that all documents submitted on behalf of this Request for Proposals shall be open to the public for viewing and inspection. 3.35 QUANTITIES: Knox County does not guarantee any quantity of services will be utilized under this solicitation. Services will be utilized on an as-needed basis. 3.36 REFERENCES: Bidders must submit a list of three (3) references with which they have performed and placed this type of service within the last year. Each vendor is responsible for obtaining approval to submit and confirming the contact information provided for each reference. Knox County will not be responsible for gathering additional information for references that are incomplete or incorrect. References checks will be sent via email only. Reference Forms that cannot be delivered with the contact information listed, not returned prior to the deadline listed on the form, or not returned at all will be scored accordingly. Vendors, by submitting a signed proposal, certify that they have provided services comparable to the items specified in this Contract to the parties listed in the reference section and authorizes the County to verify references of business. Do not list Knox County as a reference. References shall be submitted on Attachment B of this RFP. 3.37 REJECTION OF PROPOSALS: Knox County reserves the right to reject any and all proposals received as a result of this request and to waive any informality, technical defect or clerical error in any proposal, as the interests of Knox County may require. Non-acceptance of any proposal will be devoid of any criticism of the proposal and of any implication that the proposal is deficient in any manner. Non-acceptance of any proposal shall be construed as meaning simply that the County does not deem the proposal acceptable or that another proposal was deemed more advantageous to Knox County for the particular services proposed. 3.38 SUBMIT QUESTIONS: Prospective proposers may submit questions concerning this solicitation until May 6, 2024, at 4:30 p.m. local time. Submit questions as noted in Section 1.1. Knox County will review each question and answer appropriately via a written addendum. Addenda will be placed on the “KnoxBuys” page and posted on the County’s website at www.knoxcounty.org/procurement. Proposers shall be solely responsible for acknowledging any addenda. SECTION IV SCOPE OF SERVICES 4.1 SCOPE: Employee Dental Benefit Services shall be provided for Knox County employees and their dependents. Participation is strictly on a voluntary basis and Knox County does not guarantee any participation from employees. 4.2 COMPATIBILITY: Knox County currently uses the Munis Human Resource Information System (HRIS) software for the Benefits Department. Carriers must be able to accept 834 format eligibility files. 4.3 HIPAA COMPLIANCE: The vendor shall comply with the Health Insurance Portability and Accountability Act (HIPAA) in the exchange of any and all medical records of employees and their family members. 4.4 INSURANCE BROKERS: Knox County Government will not be accepting proposals from insurance brokers. Knox County will only accept proposals from carriers who can provide the services as stated in this solicitation. 11 These services will not include commissions. 4.5 OPEN ENROLLMENT: Knox County Government and Knox County Schools conduct Open Enrollment Meetings each fall for Employee Benefits. In order to help our employees understand their benefit options and to make sound decisions, Knox County expects all successful proposers to participate in these meetings upon request. Previously, Knox County Government and Knox County Schools held between ten (10) to fifteen (15) Open Enrollment Meetings each year. The successful proposer shall actively participate in as many as reasonably possible open enrollment activities (including, but limited to: representatives attend scheduled sessions, provide enrollment materials as requested by Knox County Benefits and assist in educating employees and dependents on their benefit options) at no additional cost to Knox County Government. 4.6 PARTICIPANTS: Proposer will accept all eligible members, including those on COBRA, covered under the County’s present medical insurance plans on the day prior to the coverage effective date. 4.7 PLAN DESIGN: Knox County Government and Knox County Schools will be offering its employees voluntary Dental benefits. The County is requesting to see one plan that matches our current plan (exams and cleanings) twice every twelve (12) months, x-rays once every twelve (12) months. See the Attached current plan design from Delta Dental of Tennessee. 12 SECTION V PROPOSAL FORMAT Proposers are to use the following format for the preparation and submission of their proposals. Failure to follow this format may be just cause for rejection of proposals. Cost of preparation of proposals is the sole responsibility of the proposer. • Proposals must be submitted in a three-ring binder containing sections separated by tabs. Within the tabbed sections, create subsections where indicated by placing a sheet of colored paper with the subsection name printed on it as a divider to mark the beginning of the subsection. Page numbers should be placed on the bottom center of pages. Do not submit spiral or glue bound binders. • Please submit one (1) marked as original and one (1) exact copy. Proposers must submit with their written response an exact electronic version of their proposal in a single file on a flash drive format. • Volume of response will not be rewarded. Short, to-the-point responses are highly preferred. Each response must address the following questions/statements directly and completely. When specific metrics or statistics have been requested, failure to report a number, range or estimate (appropriately noted as such) may be deemed a non-response. TAB I COVER LETTER Include cover letter authorizing the submission of the proposal signed by the principal of the company. TAB II COMPANY PROFILE 1. Company Name, Address Telephone 2. Contact name(s) and information (phone, email) 3. Proposer’s Vendor Number as assigned by Knox County 4. Employer Identification Number (EIN) 5. Knox County Business Tax License for Organization (if applicable) 6. Knox County Business Tax License(s) for Subcontractor(s) (if applicable) 7. Will you accept E-commerce for payment as detailed in Section 1.13? 8. Brief History of Organization 9. Acknowledgement of the receipt of any Addendum issued TAB III VALUE OF BENEFITS & SERVICES OFFERED (30 Points) Proposers must thoroughly address and respond to each item below: 1. Provide a full breakdown of benefits and plan design(s) per Section 4.7. 2. List exclusions and limitations for each plan, including but not limited to: waiting periods, missing tooth limitations, and other provisions of which we should be aware. 3. Does your company provide any additional services, in addition to the Dental Benefit Services, that will be offered to our covered employees? If yes, please describe. 4. Explain ability and experience working with 834 files to help employers reconcile billing and eligibility files. 5. Provide any additional information that may be used to review benefit levels/coverage. ID Cards & Communications 6. Do you generate ID cards for participants? If yes, what information can be found on the cards? Please provide a sample ID card, if applicable. i. If cards are available, Knox County would prefer ID cards to be mailed to the employees’ homes at the time of annual enrollment as well as for all new hires that come on the plan. Can your organization accommodate this request? Is there an additional charge? ii. Can members access their ID cards online? Can they check-in at a participating provider’s office without a card? 7. What online services does your organization offer (including a list of offers for members and for Benefits staff)? Detail your online/live chat services offered to members. 8. Do you have a toll-free 800 number for customer, provider, and employer services? If yes, what are the days and hours of operation? i. What services do your toll-free numbers provide? ii. What information about network providers will you provide a caller? iii. Describe the performance standards for the customer service unit. iv. Where will the call center operation be located (city and state)? 13 v. Can claim processors and customer service representatives view benefit information online? vi. If your company uses voicemail when call volumes are high or for any other situation, please describe the practice in detail. 9. Include samples of documents to support the proposal process such as: flyers, sample brochures, magnets, wallet cards, and posters. Include all similar literature that would be used to attract employee attention to your organization. i. Do you mail literature directly to participant’s homes? Are there any extra costs associated with materials mailed to employees’ homes? 10. Detail your ability to meet Knox County’s level of service which may include up to thirty (30) Open Enrollment Meetings and other activities, as needed for Knox County Government (up to fifteen meetings) and Knox County Schools (up to fifteen meetings). Care Considerations 11. Do members need to select a primary Dentist for care? i. If so, how often can a member change dentist? ii. Is this dental office printed on the ID cards? 12. Are members required to get referrals or seek pre-authorization prior to obtaining care? If yes, please describe the process. 13. Describe your organization’s grievance and appeals processes. 14. Can a member request that a provider be added to the network, and what is the timeframe for outreach to the requested provider? How is a member notified of the outcome? Administrative 15. Detail information on who the County liaison would contact for claims issues, eligibility problems, and service issues. 16. Will you offer Knox County performance and claims standard guarantees? If so, please submit the proposed guarantees. 17. What percent of claims processed by your organization during the last two years were for services provided by an in-network provider? 18. Do you process your own claims or is claims administration outsourced? 19. What processes do you have in place to ensure identification of fraudulent claims? 20. Provide detailed information on your claims adjudication and efficiency of claims processing. 21. Can your organization accept eligibility data in a standard 834 file format? 22. Provide a sample of your monthly report (Claims vs. Premiums). 23. Provide a sample of your quarterly utilization and renewal reports that an employer would receive under your contract. 24. Do you generate Explanation of Benefit’s (EOB’s) to members after processing a claim? If so, please explain what is found on your EOB’s and provide a sample EOB. TAB IV PROVIDER NETWORK (30 Points) If you have submitted a proposal for more than one plan with a different provider networks, provide this information for each plan. Proposers must thoroughly address and respond to each item below: 1. Attach a comprehensive list of all participating providers (name and address directory) separated by county. Clearly indicate in the directory what providers are accepting new patients. 2. Provide a numerical summary for each plan by county (for Knox and adjacent counties) that details total providers vs. providers accepting new patients. 3. By county, provide number of new contracted providers in the last twelve (12) months. 4. By county, provide number of contracted providers terminating contract in last twelve (12) months. 5. Provide a brief description of your credentialing process for contracting with new providers. 6. Provide a brief description of your credentialing process for renewing contracts with existing providers. 7. How many Pediatric dentists does your company have within thirty (30) miles of zip code 37902? Describe the process one must follow in order to see a pediatric dentist or a specialist. 8. List any certification requirements for your providers. List the standard required amount of malpractice coverage (individual and aggregate). 9. What is your provider retention rate? What is your average length of time a provider contracts with your organization? 14 TAB V COST (25 Points) Proposers must thoroughly address and respond to each item below: 1. Provide rates for in-network and out-of- network providers benefits and plan design(s) per Section 4.7. 2. Provide additional discounts offered under your Dental plan. 3. Clearly itemize any additional costs including optional add-ons, enhancements, etc. 4. Please use the attached Cost Form (Attachment A) to list rates. Please quote total price per employee per month for voluntary coverage for the coverage types. All quotes must include a thirty-six (36) month rate guarantee. Proposed costs should be inclusive of all expenses. TAB VI EXPERIENCE & QUALIFICATIONS (15 Points) Proposers must thoroughly address and respond to each item below: 1. Description of qualifications. Include a description and history of your company, total number of years in business and the number of years providing Employee Dental Benefit Services to governmental entities. 2. Include an applicable product portfolio, market share, size, scope and overall capabilities/experience of your organization. 3. Please detail your HIPAA Compliance. 4. Describe any merger acquisition plans or other major organizational changes under consideration by your company. 5. How many clients do you have in Tennessee? How many clients with 1500 or more enrolled employees (not including dependents)? What is the total number of enrollees (not including dependents) you have in Tennessee? i. List recent implementations similar to the size and scope of Knox County (including government entities). You may include dates of contract, industry type, number of employees, situation of employer prior to your implementation, innovative approaches, services offered, client’s objectives, and costs. 6. Describe how your organization stands out from your competitors in the Dental Benefit Services space? Why should Knox County contract with your organization over others? 7. Provide biography and/or resume of direct contact to be assigned to Knox County. 8. Please include References (Attachment B). TAB VII OTHER INFORMATION Proposers may include under this tab any other information deemed pertinent to this solicitation. Any copies of Licenses and/or Certifications may be included in this section. TAB VIII ATTACHMENTS Attach the completed Insurance Checklist (Attachment C) Attach the completed Iran Divestment Act / No Boycott of Israel (Attachment D) Attach the completed Non-collusion Affidavit (Attachment E) Attach the completed Criminal History Check (Attachment F) TAB IX SAMPLE CONTRACT AND BUSINESS ASSOCIATE AGREEMENT – EXHIBITS A & B Upon award, the Proposer must assert that they are prepared to immediately execute a Contract and Business Associate Agreement in the form and substance of Exhibits A & B (Attached). TAB X EXCEPTIONS Please note any and all exceptions taken to any part this Request for Proposals. If none are taken, please clearly state so. Do not mark through or otherwise alter the language of this RFP in your response. Failure to provide any of the above information may result in the provider being disqualified from this process. Knox County requests that all submittals be concise and not include additional advertisement or other information not relative to the requirements of this Request for Proposals. 15 ATTACHMENT A KNOX COUNTY PROCUREMENT DIVISION COST REQUEST FOR PROPOSALS NUMBER 3559 Vendor Name: ___________________________________________ Fee Schedule and Rates thirty-six (36) months guaranteed. Standard Plan Coverage Types Monthly Rate Employee Coverage $ Employee + One (1) Dependent Coverage $ Family Coverage $ Fee Schedule and Rates thirty-six (36) months guaranteed. High Plan Coverage Types Monthly Rate Employee Coverage $ Employee + One (1) Dependent Coverage $ Family Coverage $ 16 ATTACHMENT B KNOX COUNTY PROCUREMENT DIVISION REFERNCES PROPOSAL NUMBER 3559 Vendor Name: ___________________________________________ Proposers shall submit a list of three (3) projects of similar size completed in the last year. Each vendor is responsible for obtaining approval to submit and confirming that the contact information provided for each reference is accurate. Knox County will not be responsible for gathering additional information for references that are incomplete or incorrect. References checks will be sent via email only. Reference Forms that cannot be delivered with the contact information listed, not returned prior to the deadline listed on the form, or not returned at all will be scored accordingly. Do not list Knox County Government or Knox County Schools as a reference. Please attach in TAB VI. Name of Firm: ______________________________________________________________ Contact Person: _____________________________ Phone Number: _____________________ E-mail Address (required): _____________________________ Fax: ________________________ Contract start date: __________________________ Contract end date: ____________________ Size of Project: _____________________________________ Dollar Amount of Contract: $_______________________ Services Provided: ______________________________________________________________ Name of Firm: ______________________________________________________________ Contact Person: _____________________________ Phone Number: _____________________ E-mail Address (required): _____________________________ Fax: ________________________ Contract start date: __________________________ Contract end date: ____________________ Size of Project: _________________________________ Dollar Amount of Contract: $_______________________ Services Provided: ______________________________________________________________ Name of Firm: ______________________________________________________________ Contact Person: _____________________________ Phone Number: _____________________ E-mail Address (required): _____________________________ Fax: ________________________ Contract start date: __________________________ Contract end date: ____________________ Size of Project: _________________________________ Dollar Amount of Contract: $_______________________ Services Provided: ______________________________________________________________ 17 ATTACHMENT C KNOX COUNTY PROCUREMENT DIVISION INSURANCE CHECKLIST REQUEST FOR PROPOSALS NUMBER 3559 THE CERTIFICATE OF INSURANCE MUST SHOW ALL COVERAGES & ENDORSEMENTS WITH “YES” AND ITEMS 20 TO 24. REQUIRED: NUMBER TYPE OF COVERAGE COVERAGE LIMITS YES 1. WORKERS COMPENSATION STATUTORY LIMITS OF TENNESSEE YES 2. EMPLOYERS LIABILITY $100,000 PER ACCIDENT $100,000 PER DISEASE $500,000 DISEASE POLICY LIMIT YES 3. AUTOMOBILE LIABILITY X ANY AUTO- SYMBOL (1) COMBINE SINGLE LIMIT (Per-Accident) $1,000,000 BODY INJURY (Per–Person) BODY INJURY (Per-Accident) PROPERTY DAMAGE (Per-Accident YES 4. COMMERCIAL GENERAL LIABILITY LIMITS CLAIM MADE X OCC EACH OCCURRENCE $ 1,000,000 FIRE LEGAL LIABILITY $ 100,000 MED EXP (Per person) $ 5,000 GEN’L AGGREGATE LIMITS APPLIES PER PERSONAL & ADV INJURY $ 1,000,000 POLICY X PROJECT LO GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMPLETED OPERATIONS/AG GREGATE $ 2,000,000 YES 5. PREMISES/OPERATIONS $1,000,000 CSL BI/PD EACH OCCURRENCE $2,000,000 ANNUAL AGGREGATE YES 6. INDEPENDENT CONTRACTOR $1,000,000 CSL BI/PD EACH OCCURRENCE $1,000,000 ANNUAL AGGREGATE YES 7. CONTRACTUAL LIABILITY (MUST BE SHOWN ON CERTIFICATE) $1,000,000 CSL BI/PD EACH OCCURRENCE $1,000,000 ANNUAL AGGREGATE NO 8. XCU COVERAGE NOT TO BE EXCLUDED YES 9. UMBRELLA LIABILITY COVERAGE $1,000,000 NO PROFESSIONAL LIABILITY NO NO NO NO 10. ARCHITECTS &ENGINEERS ASBESTOS & REMOVAL LIABILITY MEDICAL MALPRACTICE MEDICAL PROFESSIONAL LIABILITY $1,000,000 PER OCCURRENCE/CLAIM $2,000,000 PER OCCURRENCE/CLAIM $1,000,000 PER OCCURRENCE/CLAIM $1,000,000 PER OCCURRENCE/CLAIM NO 11. MISCELLANEOUS E & O $500,000 PER OCCURRENCE/CLAIM NO 12. MOTOR CARRIER ACT ENDORSEMENT $1,000,000 BI/PD EACH OCCURRENCE UNINSURED MOTORIST (MCS-90) NO 13. MOTOR CARGO INSURANCE NO 14. GARAGE LIABILITY $1,000,000 BODILY INJURY, PROPERTY DAMAGE PER OCCURRENCE NO 15. GARAGEKEEPER’S LIABILITY $500,000 COMPREHENSIVE $500,000 COLLISION NO 16. INLAND MARINE BAILEE’S INSURANCE $ NO 17. DISHONESTY BOND $ 18 NO 18. BUILDERS RISK PROVIDE COVERAGE IN THE FULL AMOUNT OF THE CONTRACT UNLESS PROVIDED BY OWNER. NO 19. USL&H FEDERAL STATUTORY LIMITS 20. CARRIER RATING SHALL BE BEST’S RATING OF A-VII OR BETTER OR ITS EQUIVALENT. 21. THE COUNTY SHALL BE NAMED AS AN ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKERS’ COMPENSATION AND AUTO. 22. CERTIFICATE OF INSURANCE SHALL SHOW THE PROPOSAL NUMBER AND TITLE. 23. OTHER INSURANCE REQUIRED ____________________________________________________________. INSURANCE AGENT’S STATEMENT AND CERTIFICATION: I HAVE REVIEWED THE ABOVE REQUIREMENTS WITH THE PROPOSER NAMED BELOW HAVE ADVISED THE PROPOSER OF REQUIRED COVERAGE NOT PROVIDED THROUGH THIS AGENCY. AGENCY NAME: ____________________________________AUTHORIZING SIGNATURE: _____________________ PROPOSER’S STATEMENT AND CERTIFICATION: IF AWARDED THE CONTRACT, I WILL COMPLY WITH THE CONTRACT INSURANCE REQUIREMENTS. PROPOSER NAME: ________________________________AUTHORIZING SIGNATURE: ______________________ 19 ATTACHMENT D KNOX COUNTY PROCUREMENT DIVISION AFFIDAVIT OF COMPLIANCE IRAN DIVESTMENT ACT / NO BOYCOTT OF ISRAEL Comes ___________________________________________, for and on behalf of (Printed name of Principal Officer of Company) _______________________________________, (the “Company”) and, after being duly authorized by the Company so to do, makes oath that: By submission of this solicitation, each person signing on behalf of any offeror certifies, and in the case of a joint partnership, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each offeror is not on the list created pursuant to the Iran Divestment Act, Tenn. Code Ann. § 12-12-106. Pursuant to Tennessee Code Annotated Title 12, Chapter 4, Part 1, by submission of a response to this solicitation, each proposer and each person signing on behalf of any proposer certifies, and in the case of a joint response each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each proposer is not currently engaged in, and will not for the duration of the contract engage in, a boycott of Israel. ____________________________________ Signature Title: _______________________________ Sworn to and subscribed before me, a Notary Public, this ____ day of _______________, 20___. ____________________________________ Notary Public My Commission Expires: _____________________ 20 ATTACHMENT E KNOX COUNTY PROCUREMENT DIVISION NON-COLLUSION AFFIDAVIT REQUEST FOR PROPOSALS NUMBER 3559 Vendor Name: ___________________________________________ State of ____________________ County of __________________ ___________________________, being first duly sworn, deposes and says that: (1) He/she is the ____________________ of ____________________, the firm that has submitted the attached Proposal; (2) He/she is fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; (3) Such Proposal is genuine and is not a collusive or sham Proposal; (4) Neither the said firm nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly, with any other vendor, firm or person to submit collusive or sham proposal in connection with the contract or agreement for which the attached Proposal has been submitted or to refrain from making a proposal in connection with such contract or agreement, or collusion or communication or conference with any other firm, or to fix any overhead, profit, or cost element of the proposal price or the proposal price of any other firm, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against Knox County or any person interested in the proposed contract or agreement; and (5) The proposal of service outlined in the Proposal is fair and proper and is not tainted by collusion, conspiracy, connivance, or unlawful agreement on the part of the firm or any of its agents, representatives, owners, employees, or parties including this affiant. (6) Signed ______________________________________________________________ Title ___________________________________________________________________ Subscribed and sworn to before me this ______________ day of ______________, 2018. ______________________________________________ ______________________________________________ Title My Commission expires _______________________ 21 ATTACHMENT F KNO COUNTY PROCUREMENT DIVISION AFFIDAVIT OF COMPLIANCE WITH TENNESSEE CRIMINAL HISTORY RECORDS CHECK TENNESSEE CODE ANNOTATED, SECTION 49-5-413 REQUEST FOR PROPOSALS NUMBER 3559 Vendor Name: ___________________________________________ (To be submitted with bid by contractor) I, __________________________________, president or other principal Officer of _____________________________________, swear or affirm that the Name of Company Company is in compliance with Public Chapter 587 of 2007, codified at Tennessee Code Annotated 49-5-413, in effect at the time of this bid submission at least to the extent required of governmental entities. I further swear or affirm that the company is in compliance with Tennessee Code Annotated, § 49-5-413. ____________________________________ President or Principal Officer For: ________________________________ Name of Company STATE OF TENNESSEE} COUNTY OF } Subscribed and sworn before me by ____________________________________, President or principal officer of _____________________________________________, On this _________________ day of __________________________ 2________. ____________________________________ Notary Public My Commission expires: _________________________________ 22 EXHIBIT A KNOX COUNTY PROCUREMENT DIVISION SAMPLE CONTRACT REQUEST FOR PROPOSALS NUMBER 3559 Knox County Government and Contractor This Contract, made and entered into by and between Knox County Government through its governing body and authorized representative, hereinafter referred to as "County" and Contractor hereinafter referred to as "Contractor." Whereas, County has requested sealed proposals for the provision of Employee Dental Benefit Services (Request for Proposals 3559) and the Contractor’s response is viewed as the most advantageous to the County: and Whereas, Contractor agrees and undertakes to provide County, at the price by Contractor, the services requested. Further, in accordance with the lawful directions of the County, The Contractor agrees in all respects to be governed by this document and attachments hereto. Now, therefore in consideration of mutual covenants and promises contained herein, the parties hereto wish to enter into this contract to set forth their respective rights and obligations and do mutually agree that: Witnesseth: 1. Terms of this Contract. This contract commences on the 1st day of September 2024 and continues through the 31st day of December 2027, unless terminated in conformity with the terms of this Contract as contained in paragraphs 3 and 18. There are two (2) additional one (1) year option period. This may result in a total of five (5) years. Knox County also reserves the right to cancel this Contract with or without cause upon thirty (30) calendar days written notice. 2. Additions or Deletions. Knox County reserves the right to add or delete goods or services as the need arises. If services are to be added, Knox County and the Contractor will arrive at a mutually agreed price. 3. Appropriations. In the event no funds are appropriated by County for the service in any fiscal year or insufficient funds exist to provide the service, then the Contract shall expire upon the expenditure of previously appropriated funds or the end of the current fiscal year, whichever occurs first, with no further obligations owed to or by either party. 4. Books and records. Contractor shall maintain all books, documents accounting records and other evidence pertaining to the service under this Contract and make such materials available at their offices at all reasonable times during the Contract period and for three (3) years from the date of the final payment under the Contract for inspection by County or by any other governmental entity or agency participating in 23 the funding of this Contract, or any authorized agents thereof; copies of said records to be furnished if requested. 5. Such records shall not include those books, documents and accounting records which represent the contractor’s costs of manufacturing, acquiring or delivering the products and services governed by this Contract. 5. Compliance with all federal, state, and municipal laws. Contractor is assumed to be familiar with and agrees to observe and comply with all federal, state, and local laws, statutes, ordinances, and regulations in any manner affecting the provision of service, and all instructions and prohibitive orders issued regarding this work and shall obtain all necessary permits. 6. Contract documents. It is mutually agreed by both parties that the following documents are made a part of this Contract: 1. Request for Proposals 3559 and Addendum I 2. Contractor’s response to Request for Proposals 3559 and Addendum I 7. Contractor shall indemnify, defend, save and hold harmless, County, its officers, agents and employees from all suits, claims, actions or damages of any nature brought because of, arising out of, or due to breach of the Contract by Contractor, its subcontractors, agents or employees or due to any negligent act or occurrence or omission or commission of contractor, its subcontractors, agent, or employees. 8. Independent contractor. Contractor shall acknowledge that it and its employees serve as independent contractors and that County shall not be in any manner responsible for any payment, insurance, or incurred liability. 9. Invoicing and reporting requirements. Contractor shall invoice Knox County Government upon the successful completion of all aspects of a particular job. Monthly invoices for Knox County should be mailed in duplicate to: Knox County Benefits Department 400 Main Street, Suite 360 Knoxville, Tennessee 37902-1850 Knox County Schools Benefits Manager P.O. BOX 2188 Knoxville, TN 37901 10. Limitation of Liability. In no event shall Knox County be liable for any indirect, incidental, consequential, special or exemplary damages or lost profits, even if Knox County has been advised of the possibility of such damages. 11. Nondiscrimination and non-conflict statements. Contractor agrees that no person on the grounds of handicap, age, race, color, religion, sex or national origin, shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract, or in the employment practices of Contractor. 24 Contractor shall upon request show proof of such non-discrimination and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Contractor covenants that it has no public or private interest and shall not acquire directly or indirectly any interest which would conflict in any manner with the performance of its services. Contractor warrants that no part of the total Contract amount provided herein shall be paid directly or indirectly to any officer or employee of County as wages, compensation, or gifts in exchange for acting as officer, agent, employee, subcontractor or consultant to Contractor in connection with any work contemplated or performed relative to the Contract. 12. Payment. Subject to County’s review and approval of all invoices for services performed, County shall pay Contractor the amount as agreed upon in County’s Request for Proposals Contract# 3559 for Employee Dental Benefit Services pursuant to the following schedule: Fee for services............................. $0 per member per month To remain compliant with all Federal, State, and Local laws, Contractor is to submit a disclosure of payment form for any/all income generated directly resulting from Knox County business including any fees, commissions, or additional payments at the end of each contracted year. 13. Prohibition against assignment and delegation. Contractor shall not assign this Contract to any party, company, partnership, incorporation, or person without prior specific written consent of County. Contractor shall not delegate any duty under this Contract without prior written consent of County. 14. Right to inspect. County reserves the right to make periodic inspections of the manner and means the service is performed. 15. Severability clause. If any provision of this Contract is declared illegal, void or unenforceable the remaining provisions shall not be affected but shall remain in force and in effect. 16. Tax Compliance. Pursuant to Resolution R-07-1-903 passed by the Commission of Knox County, Tennessee, Contractor hereby acknowledges, by submission of its proposal and signature that it is current in its respective Federal, State, County, and City taxes of whatever kind or nature and is not delinquent in any way. Delinquent status must be disclosed or risk debarment by the Knox County Purchasing Division. 17. Termination. County may terminate this Contract with or without cause, upon written notice of not less than thirty (30) calendar days. Upon termination, County will pay for services satisfactorily completed but not yet invoiced. Contractor shall not perform additional work without the expressed permission of Knox County. Should the contractor fail to adequately perform the services or deliver product detailed herein, County will communicate the problem(s) to the contractor in written form. The contractor shall have ten (10) calendar days to rectify the problems. If the same or other problems persist or reoccur, the County may immediately cancel the Contract. Contractor agrees to issue a one hundred twenty (120) advance day notice to Knox County should there be any interruption or discontinuance of the aforementioned service. 25 18. This Contract shall be governed by the laws of the State of Tennessee both as to interpretation and performance. The Chancery Court and/or the Circuit Court of Knox County, Tennessee, shall have exclusive and concurrent jurisdiction of any disputes, which arise hereunder. It is agreed that this Contract, represents the Entire Agreement between the parties and no prior representations, promises, and agreements, oral or otherwise, not embodied herein shall be of any force or effect. In witness whereof, the parties hereto have caused this Contract to be executed in one original copy on the day and year first above written. KNOX COUNTY BOARD OF EDUCATION _________________________________ BOARD CHAIR – Signature _________________________________ BOARD CHAIR – Printed Name _________________________________ Date KNOX COUNTY GOVERNMENT _________________________________ GLENN JACOBS KNOX COUNTY MAYOR – Signature Date: ________________ KNOX COUNTY LAW DIRECTOR’S OFFICE CONTRACT NO. ________________ KNOX COUNTY, TENNESSEE APPROVED AS TO LEGAL FORM _________________________________ __________________________________ DEPUTY LAW DIRECTOR – Signature DEPUTY LAW DIRECTOR – Printed Name Date: ________________ Contractor _________________________________ __________________________________ VENDOR – Signature VENDOR – Printed Name _________________________________ Date: ________________ Title 26 EXHIBIT B KNOX COUNTY PROCUREMENT DIVISION BUSINESS ASSOCIATE AGREEMENT REQUEST FOR PROPOSALS NUMBER 3559 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into by and between Knox County, Tennessee, Covered Entity ("CE"), and [________________________________________], Business Associate ("BA"). PURPOSE A. Covered Entity (“CE”) operates a __________________________________________________licensed and certified to participate in the __________________________________________________ Program. B. Business Associate (“BA”) is contractually obligated to provide certain services related to one or more “covered entities” as that term is defined and regulated under HIPAA. C. CE and BA intend to protect the privacy of Protected Health Information (“PHI”) and electronic Protected Health Information (“e-PHI”) disclosed to or created or received by BA pursuant to the Agreement in compliance with applicable provisions of the Health Insurance Portability and Accountability Act of 1996, Public Law I 04-191 ("HIPAA'') and regulations promulgated there under by the U.S. Department of Health and Human Services, the privacy and security provisions of the American Recovery and Reinvestment Act (Stimulus Act) for Long Term Care, Public Law 111-5, HITECH Act and other applicable laws. D. CE and BA agree to comply with the Fair and Accurate Credit Transactions Act of 2003 (FACTA) and its implementing regulations at 16 CFR §681.1 and 16 CFR §681.2. E. The purpose of this Agreement is to satisfy certain standards and requirements of HIPAA, including the Standards for Privacy of Individually Identifiable Health Information at 45 CFR parts 160 and 164, Subparts A and E, the standards relating to Notification in the Case of Breach of Unsecured Protected health Information at 45 CFR Parts 160 and 164, Subparts A and D, and the Security Standards for the Protection of electronic Protected Health Information at 45 CFR Parts 160 and 164, Subparts A and D, as such regulations may be amended from time to time (including, without limitation any amendments required by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (collectively “HIPAA Regulations”) In consideration of the mutual promises below and the exchange of information pursuant to this Agreement, the parties agree as follows: 1. Definitions: The following definitions are used by this Agreement: 1.1 Agreement – means this Business Associate Agreement, which is an agreement required under 45 C.F.R. Section 164.314(a) (2) between a Business Associate and a Covered Entity. 1.2 Breach – means the unauthorized acquisition, access, use, or disclosure of Protected Health Information in a manner not permitted under the Privacy Rule which compromises the security or privacy of the protected health information. Except that: a use or disclosure of protected health information that does not include the identifiers listed at 45 CFR 164.514 (e)(2) of the Privacy Rule, date of birth, and zip code does not compromise the security or privacy of the protected health information is deemed not to be a “Breach” for purposes of this agreement. Notwithstanding the foregoing, a Breach does not include: (1) any unintentional acquisition, access, or use of Protected Health Information by an employee or individual acting under the authority of Covered Entity or Business Associate and in the scope of the employment or relationship between the employee or individual and Covered Entity or BA, provided such information is not further acquired, accessed, used, or disclosed by any person without authorization; (2) any inadvertent disclosure by an individual who is authorized to access. Protected Health Information at Covered Entity’s or BA’s facility to another similarly situated individual at the same facility, provided such information is not further acquired, accessed, used, or disclosed by any person without authorization; and (3) a disclosure of Protected Health Information in a situation in which BA has a good faith belief that the person(s) to which the unauthorized disclosure was made would not reasonably have been able to retain such information. 27 1.3 Business Associate (BA) – is a person or entity, other than a member of the workforce of a covered entity CE, who performs functions or activities on behalf of a CE that involves access by the BA to protected health information as described in 45 C.F.R. Section 160.103. A BA is also a subcontractor that creates, receives, maintains, or transmits protected health information on behalf of another business associate. 1.4 Covered Electronic Transactions – shall have the meaning given to the term “transaction” in 45 C.F.R. Section 160.103. 1.5 Covered Entity (CE) – as the term referenced to the entity to this agreement is a provider of medical and health services as described in 45 C.F.R. Section 160.103. 1.6 Covered Individual – means a person who is eligible for payment of certain services or supplies rendered or sold to the person or the person’s eligible dependents under the terms, conditions, limitations, and exclusions of the Plan. 1.7 Data Aggregation – means, with respect to Protected Health Information created or received by BA in its capacity as a BA (as that term is defined in 45 C.F.R. Section 160.103) of the Plan, the combining of such Protected Health Information by BA with the Protected Health Information received by BA in its capacity as a BA of another covered entity (as those terms are defined in 45 C.F.R. Section 160.103), to permit data analyses that relate to the health care operations of the respective covered entities. 1.8 Designated Record Set – means a group of records maintained by or for Covered Entity that is (1) the medical records and billing records about Individuals maintained by or for a covered health care provider, (2) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for Covered Entity, or (3) used, in whole or in part, by or for Covered Entity to make decisions about Individuals. As used herein, the term “Record” means any item, collection, or grouping of information that includes Protected Health Information and is maintained, collected, used or disseminated by or for Covered Entity. 1.9 Disclose - means the release, transfer, provision of access to, or divulging in any other manner of PHI to parties outside the BA's organization. 1.10 Effective Date – means ________________________, unless specifically noted otherwise herein. 1.11 Electronic Health Record – means an electronic record of health-related information regarding an Individual that is created, gathered, managed, and consulted by authorized health care clinicians and their staff. 1.12 Electronic Protected Health Information – shall have the same meaning as the term “electronic protected health information” in 45 C.F.R. Section 160.103, limited to the information created, received, maintained, or transmitted by BA from or on behalf of Covered Entity. 1.13 GINA - shall mean the Genetic Information Nondiscrimination Act of 2008 (Pub. L. 110-223). 1.14 HITECH – means Heath Information Technology for Economic and Clinical Health Act. 1.15 HHS – means the United States Department of Health and Human Services. 1.16 Including – means “including but not limited to.” 1.17 Individual – shall have the same meaning as the term “individual” in 45 C.F.R. Section 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. Section 164.502(g). 1.18 Integrity – means that data or information have not been altered or destroyed in an unauthorized manner. 1.19 Data Set – shall have the same meaning as the term “limited data set” in 45 C.F.R. Section 164.514(e) (2). 1.20 Plan – means the group health plan(s) identified in the introductory paragraph to this Agreement. 28 1.21 Privacy Rule – means the Standards and Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, subparts A and E and the privacy provisions of HIPAA, as amended. 1.22 Protected Health Information (PHI) – shall have the same meaning as the term “protected health information” in 45 C.F.R. 160.103, limited to the information created, received, maintained, or transmitted by BA from or on behalf of Covered Entity. PHI includes both Hardcopy and Electronic Protected Health Information ("phi") and means any information, whether oral or recorded in any form or medium, that i. Relates to the past, present or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; and, ii. Identifies the individual or there is a reasonable basis to believe the information can be used to identify the individual; and, iii. Is limited to the information created or received by BA from or on behalf of CE. iv. Hardcopy Protected Health Information ("paper") is a subset of Protected Health Information and means PHI that is maintained as a paper document. 1.23 Electronic Protected Health Information ("e-PHI") is a subset of Protected Health Information and means PHI that is transmitted by or maintained in any electronic media. 1.24 Required By Law – means a mandate contained in law that compels a covered entity to make a use or disclosure of PHI and that is enforceable in a court of law and shall have the same meaning as the term “required by law” in 45 C.F.R. Section 164.103. 1.25 Secretary – means the Secretary of Health and Human Services or any other officer or employee of HHS to whom the authority involved has been delegated. 1.26 Security Incident – shall mean the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system as provided in 45 CFR 146.304. 1.27 Security Rule – means the Security Standards and Implementation Specifications at 45 C.F.R. Part 160 and Part 164, subpart C and the security provisions of HIPAA, as amended. 1.28 Standards for Electronic Transactions Rule – means the final regulations issued by HHS concerning standard transactions and code sets under the Administrative Simplification provisions of HIPAA, 45 C.F.R. Part 160 and Part 162. 1.29 Subcontractor – means an agent of a BA described in 45 C.F.R. Section 165.103 to whom the BA provides protected health information that the BA creates, receives, maintains, or transmits on behalf of a Covered Entity. 1.30 Unsecured Protected Health Information – means Protected Health Information that has not been rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary. As of August 24, 2009, the Secretary has specified the following technologies and methodologies that will render Protected Health Information unusable, unreadable, and indecipherable (i.e., secured Protected Health Information): (1) encryption as described in the Secretary’s guidance and determined by the National Institute of Standard and Technology to meet the standards described in such guidance, or (2) destruction, in accordance with the procedures identified in the Secretary’s guidance, of the media on which the Protected Health Information was stored or recorded. 1.31 Use – means the sharing, employment, application, utilization, examination, or analysis of PHI within the BA's organization. 2. Privacy Provisions 2.1 Introduction. Business Associate, on behalf of Covered Entity, performs or assists in the performance of functions and activities that may involve the use, disclosure, receipt and/or creation of Protected Health Information. The “business associate” provisions of the Privacy Rule govern the terms and conditions under which the BA may use or disclose Protected Health Information. In general, BA agrees and intends to act such that (1) Covered Entity can fulfill its responsibilities under HIPAA; and (2) BA can fulfill its contractual obligations under this Agreement. In addition, BA specifically acknowledges its direct liability for the failure to comply with certain portions of the Privacy Rule as provided under HITECH and the regulations issued thereunder. 29 2.2 Permitted Uses and Disclosures by Business Associate. 2.2.1 Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement or as Required by Law. Business Associate shall comply with the provisions of this Agreement relating to privacy and security of PHI on all present and future provisions of HIPAA, the HITECH Act and HIPAA Regulations that relate to privacy and security of PHI and that are applicable to CE and/or BA. Except as otherwise limited in this Agreement, BA may use or disclose Protected Health Information (i) to perform functions, activities, or services for, or on behalf of, Covered Entity pursuant to any services agreement with the BA, (ii) as permitted or required by this Agreement, and (iii) as Required by Law. BA may disclose Protected Health Information to other BAs of Covered Entity, or to BAs of another covered entity that is part of an organized health care arrangement that includes Covered Entity, to the fullest extent allowed under applicable law. If and when BA discloses or makes available Protected Health Information to the sponsor of the Plan, BA agrees to disclose or make available Protected Health Information only to the persons identified in the attached Designated Persons Appendix (which may be updated by Covered Entity and communicated to BA from time to time) for the purpose of performing functions, services, or activities for or on behalf of Covered Entity. Upon Covered Entity’s request, BA will provide Protected Health Information to other BAs of Covered Entity that assist in administering the group health plans and that are authorized to receive such information. 2.2.2 Except as otherwise limited in this Agreement, BA may use or disclose PHI consistent with CE’s minimum necessary policies and procedures to perform functions, activities, or Services for, or on behalf of CE as specified in the Agreement, provided such use or disclosure would not violate the Privacy and Security Rule if done by the CE. 2.2.3 Disclosure for Management and Administration - Except as otherwise limited in this Agreement, BA may disclose PHI for the proper management and administration of the BA or to carry out the legal responsibilities of the BA, provided that: i. Disclosures are required by law; or ii. BA obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and iii. The person notifies the BA of any instances of which it is aware in which the confidentiality of the information has been breached. 2.2.4 Data Aggregation - Except as otherwise limited in this Agreement, BA may use PHI to provide Data Aggregation services to CE relating to the health care operations of the CE. 2.2.5 Report Violations of Law - Except as otherwise limited in this Agreement, BA may use PHI to report violations of law appropriate to Federal and State authorities consistent with 45 CFR §164.502(j))(1). 2.2.6 De-identification. The BA may de-identify any and all PHI that it obtains from the CE, but only if such de-identification is accomplished in accordance with the requirements of 45 CFR 514 (a) and (b). 2.2.7 Business Associate will limit the use, disclosure, or request of Protected Health Information, to the extent practicable, (i) to the Limited Data Set, or (ii) if needed by BA, to the minimum necessary (as determined by BA) to accomplish the intended purpose of such use, disclosure, or request, except to the extent a broader use, disclosure, or request of Protected Health Information is allowed by the Privacy Rule. BA’s ability to satisfy the requirement of this Section 2.2.7 by use of the Limited Data Set shall be available until the effective date of subsequent guidance issued by the Secretary regarding what constitutes “minimum necessary,” at which time BA will take reasonable efforts to limit the use, disclosure, or request of Protected Health Information to the minimum necessary (as defined by such Secretary’s guidance) to accomplish the intended purpose of such use, disclosure, or request, except to the extent a broader use, disclosure, or request of Protected Health Information is allowed by the Privacy Rule. 2.2.8 Except as otherwise authorized by the Privacy Rule, BA shall not directly or indirectly receive remuneration (whether financial or nonfinancial) in exchange for any Protected Health Information of a Covered Individual unless Covered Entity has received a valid authorization from the Covered Individual 30 that includes a specification of whether the Protected Health Information can be further exchanged for remuneration by the entity receiving Protected Health Information of that Covered Individual. This Section 2.2.8 shall apply to exchanges of Protected Health Information occurring on or after the compliance date applicable under the final regulations issued under HITECH that address this restriction. 3. Limitations on Business Associate’s Uses and Disclosures. With respect to Protected Health Information that Covered Entity discloses to BA or BA creates, receives, maintains, or transmits on behalf of Covered Entity, BA will not use or further disclose the Protected Health Information other than as permitted or required by this Agreement or as Required by Law. 4. Additional Obligations of Business Associate. Except as otherwise specified in this Agreement, the provisions of this paragraph apply only to Protected Health Information that Covered Entity discloses to BA or BA creates, receives, maintains, or transmits on behalf of Covered Entity. 4.1 Safeguards. BA agrees to use appropriate safeguards to prevent the use or disclosure of the PHI other than as provided for by this Agreement. Without limiting the generality of the foregoing sentence, BA must comply with the Security Rule by: 4.1.1 Implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of PHI and ePHI as required by the Agreement, and as required by 45 CFR 164.308, 164.310, 164.312, and 164l316 that the BA receives, creates, maintains, or transmits to the same extent as if the BA were a CE. The BA shall undertake such actions in a manner that is consistent with any guidance issued by the Secretary pursuant to the HITECH Act. 4.1.2 Ensure that any subcontractors that create, receive, maintain or transmit PHI on behalf of the BA agree to comply with the applicable requirements of the Privacy and Security Rules by entering into a contract or other arrangement that complies with the Privacy and Security Rules. 4.1.3 Promptly report to CE any Security Incident of which BA becomes aware. In addition, BA agrees to promptly notify CE following the discovery of a Breach of Unsecured PHI. A Breach is considered “discovered” as of the first day on which the Breach is known, or reasonably should have been known, to BA or any employee, officer or agent of BA, other than the individual committing the Breach. 4.1.4 BA shall protect PHI from any improper oral or written disclosure by enacting and enforcing safeguards to maintain the security of and to prevent any Use or Disclosure of PHI other than is permitted by this Agreement. 4.2 Reporting and Mitigation. Business Associate will report to Covered Entity any acquisition, access, use, or disclosure of Protected Health Information of which BA becomes aware, or that is reported to BA by an agent or Subcontractor, that is in violation of this Agreement. BA agrees to mitigate, to the extent practicable, any harmful effect that is known to BA of a use or disclosure of PHI by BA or its employees, officers or agents in violation of the requirements of this Agreement (including, without limitation, any Security Incident or Breach of Unsecured PHI). BA agrees to reasonably cooperate and coordinate with CE in the investigation of any violation of the requirements of this Agreement and/or any Security Incident or Breach. BA shall also reasonably cooperate and coordinate with CE in the preparation of any reports or notices to the individual, a regulatory body or any third party required to be made under HIPAA Regulations, the HITECH Act, or any other Federal or State laws, rules, or regulations, provided that any such reports or notices shall be subject to the prior written approval of CE. 4.3 Agents and Subcontractors. BA agrees to enter into an agreement with each of its subcontractors pursuant to 45 CFR 164.308(b)(1) and HITECH 13401. BA shall monitor and ensure, in accordance with 45 CFR 164.502(e)(l )(ii) and 164.308(b)(2), that any agents, including subcontractors and subcontractors of subcontractors, that create, received, maintain, or transmit PHI on behalf of the BA agree to the same restrictions, conditions, and requirements that apply to the BA through this Agreement with respect to such information. 4.4 Access to Designated Record Sets. To the extent that BA possesses or maintains PHI in a Designated Record Set, BA agrees to provide access, at the request of CE, and in the time and manner designated by the CE, to PHI in a Designated Record Set, to Covered Entity or, as directed by CE, to an Individual in order to 31 meet the requirements under HIPAA Regulations. If an Individual makes a request for access to PHI directly to BA, BA shall notify CE of the request within three (3) business days of such request and will cooperate with CE and allow CE to send the response to the Individual. 4.5 Amendment of Designated Record Sets. To the extent that BA possesses or maintains PHI in a Designated Record Set, BA agrees to make any amendment(s) to PHI in a Designated Record Set that the CE directs or agrees to pursuant to HIPAA Regulations at the request of CE or an Individual, and in the time and manner designated by the CE. If an Individual makes a request for an amendment to PHI directly to BA, BA shall notify CE of the request within three (3) business days of such request and will cooperate with CE and allow CE to send the response to the Individual. 4.6 Disclosure Accounting. BA agrees to document disclosures of Protected Health Information and information related to such disclosures as is necessary to enable Covered Entity to respond to a request by a Covered Individual for an accounting of disclosures of PHI in accordance with HIPAA Regulations and the HITECH Act. BA agrees to provide to CE or an Individual, in the time and manner designated by the CE, information to permit CE to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with HIPAA Regulations and the HITECH Act. If an Individual makes a request for an accounting directly to BA, BA shall notify CE of the request within three (3) business days of such request and will cooperate with CE and allow CE to send the response to the Individual. At a minimum, Business Associate shall provide Covered Entity with the following information: (i) the date of the disclosure; (ii) the name of the entity or person who received the Protected Health Information, and if known, the address of such entity or person; (iii) a brief description of the Protected Health Information disclosed; and, (iv) a brief statement of the purpose of such disclosure which includes an explanation of the basis for such disclosure. BA hereby agrees to implement an appropriate record keeping process to enable it to comply with the requirements of this section and applicable law. It shall be CE’s responsibility to promptly notify BA of the request for an accounti...