Medicare Retiree Health Benefits

1 Request Request for Proposal - Title Page One Arlington Public Schools Procurement Office Request for Proposal 41FY22 Request for Proposal Title: Medicare Retiree Health Benefits Request for Proposal Number: 41FY22 Request for Proposal Issue Date: June 6, 2022 Pre-Proposal Conference: June 15, 2022, (Refer to Request Title Page 2) Proposal Due Date and Time: June 28, 2022, No Later Than 11:59 P.M. (EST) Procurement Office Rebecca Hoffman, CPPB Representative: Procurement Analyst 571-317-5354, rebecca.hoffman2@apsva.us _________________________________________________________________________________ This is Arlington County School Board, operating as Arlington Public Schools (“APS” or “Owner”) Request for Proposal (RFP) #41FY22 for the establishment of a Contract for Medicare Retiree Health Benefits (“the Work”). Sealed Proposal shall not be received in response to the RFP at the Syphax Education Center (“Syphax”) by

mail, express mail, in person, or by courier, but will do so instead electronically through a secure cloud-based file sharing platform (“Platform”). Firms wishing to submit a Proposal in response to the RFP (“Offerors”) are required to upload the information requested in Tabs 1 - 7 of Section III, Proposal Requirements into the Platform through the link found on the Current Solicitations webpage under the Procurement Office website. A link to the webpage is provided below. Found under the Due Date column for RFP 41FY22 of the Current Solicitations table is a link for Offerors to submit its Proposal. (“Link to submit Proposal – RFP 41FY22”). To assist Offerors with its Proposal submission, screenshots of the steps required to submit a Proposal are attached as Appendix I to this RFP. For a Proposal to be considered for award of a Contract the Proposal must be received in the Platform by no later than 11:59 p.m. on Tuesday, June 28, 2022 (“Proposal Due Date”). Offerors are strongly encouraged to submit their Proposals in advance of Proposal Due Date to allow sufficient time for the Proposals to be uploaded into the Platform before the Proposal Due Date. The time a Proposal is received shall be determined by the time shown under the Activity in the Folder log (“the Log”). If the upload time shown in the Log is after Proposal Due Date the Proposal mailto:rebecca.hoffman2@apsva.us 2 Request Request for Proposal - Title Page Two will be considered non-responsive and will not be considered for Contract award. Proposals received after the Proposal Due Date shall not be considered. For further information please contact Rebecca Hoffman at rebecca.hoffman2@apsva.us or at 571-317-5354. Link to the Current Solicitations webpage: Link to Current Solicitations. Pre-Proposal Conference: A non-mandatory pre-Proposal conference (“Conference”) will be held for this RFP on Wednesday, June 15, 2022, at 10:00 A.M. (EST). The Conference will take place virtually, to discuss the Work and answer general questions concerning the two RFPs. Attendance at the Conference is encouraged. Offerors seeking to attend the Conference can access the Conference via a link in the Current Solicitations table on the Procurement Office website. It is recommended Offerors have a copy of the RFP with them during the Conference. Minutes of the Conference, including but not limited to questions and answers presented at the Conference, will be issued in writing by the Procurement Office as an Information Item and distributed in the same manner as an Addenda, as set forth below Questions: All questions regarding this RFP, other than those submitted at the Conference, must be submitted in writing via email addressed to: Rebecca Hoffman, Procurement Analyst, rebecca.hoffman2@apsva.us, Brianna Cobbins, APS Project Manager, brianna.cobbins@apsva.us, and Daniel Low, Consultant, dan.low@kornferry.com, via email and must be received by 5:00 PM (EST) on June 17, 2022. The Procurement Office will issue written responses to questions received as an Information Item, in the same manner as an Addenda, as set forth below. Refer to Section II, Instructions to Offerors, for additional instructions and requirements. Addenda: Changes to this RFP will be made only by written Addenda issued by the Procurement Office and designated as “Addendum No.____.” No other form of communication shall modify this RFP. Addenda will be posted on Virginia’s online electronic procurement system (“eVA”), the Procurement Office website, and on a public bulletin board in Syphax. Offerors shall ascertain prior to submitting a Proposal that all Addenda issued have been received and shall acknowledge receipt and inclusion of all Addenda by marking here, or by including a signed copy of all Addenda with the Proposal: Addendum #. Date: Addendum #. Date: Addendum #. Date: Information Items: Questions received timely in response to this RFP, including those at the Conference, will be answered by written Information Items issued by the Procurement Office. This RFP shall not be modified by an Information Item. Information Items will only be posted in the same manner as an Addenda, as set forth above. mailto:rebecca.hoffman2@apsva.us https://www.apsva.us/procurement-office/current-solicitations/ mailto:rebecca.hoffman2@apsva.us mailto:brianna.cobbins@apsva.us https://eva.virginia.gov/ https://www.apsva.us/procurement-office/current-solicitations/ https://www.apsva.us/procurement-office/current-solicitations/ 3 Request Request for Proposal Title Page Three Trade Secrets or Proprietary Information: Each Offeror shall confirm whether their Proposal contains any information the Offeror deems proprietary or a trade secret. Information considered to be proprietary or a Trade Secret is to be included in the Proposal response at Tab 5. See Section III. Proposal Requirements, D., Submission of Proprietary Information, for additional information. Please mark one: ( ) Yes, My Proposal contains information deemed to be proprietary or a trade secret. The information deemed to be proprietary or a trade secret can be located under Tab 5 ( ) No, My Proposal does not contain information deemed to be proprietary or a trade secret. Acceptance of Work: By submitting a Proposal, Offeror confirms that it can deliver all of the Work contained in the RFP. State Corporation Commission (SCC) Identification Number: Mandatory Requirement: Under subsection C.8. of Section II Instructions to Offerors, subsection 31 of Appendix G, Contract Terms and Conditions, and the Virginia Public Procurement Act (VPPA) § 2.2 4311.2, the Offeror shall be authorized to “transact business” in the Commonwealth of Virginia as a domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise by law. The Offeror shall include in its Proposal the identification number issued to it by the State Corporation Commission (SCC). For more information on how the SCC can expedite a request for an identification number, please contact the SCC at (www.scc.virginia.gov ) or the Clerk’s office at 1-804-371-9733. Please complete the following by checking the appropriate line that applies and providing the requested information: 1. Offeror is a Virginia business entity organized and authorized to transact business in Virginia by the SCC. The Offeror’s identification number issued by the SCC is . (The SCC number is NOT your federal tax Identification number nor your eVA registration number). 2. Offeror is an out-of-state (foreign) business entity that is authorized to transact business in Virginia by the SCC and such Offeror’s identification number issued to it by the SCC is . 3. Certain limited business activities, however, are specifically excluded from the definition of "transacting business” The Offeror does not have an identification issued to it by the SCC and such Offeror is not required to be authorized to “transact business” in Virginia by the SCC for the following exclusion(s). Exclusion(s) can be found at https://www.scc.virginia.gov/clk/befaq/forinva.aspx#a2. Please attach additional sheets to explain in further detail why such Offeror is not required to be authorized to transact business in Virginia. Proposals that fail to submit supporting details regarding option 3 above may be considered non- responsive by APS. Debarment: If you answer yes to any of the following, on a separate attachment, state the person or entity against whom the debarment was entered, give the location and date of the debarment, describe the project involved, and explain the circumstances relating to the debarment, including the names, addresses and phone numbers of persons who might be contacted for additional information 1. Is your organization or any officer, director, project manager, procurement manager, chief financial officer, partner or owner currently debarred from doing federal, state or local government work for any reason? Yes __No ___ http://www.scc.virginia.gov/ https://www.scc.virginia.gov/clk/befaq/forinva.aspx#a2 4 Request Request for Proposal - Title Page Four 2. Has your organization or any current officer, director, project manager, procurement manager, chief financial officer, partner or owner ever been debarred from doing federal, state or local government work for any reason? Yes _No ___ Type of Business: Please check the following information relevant to your firm: Minority Owned Business: Yes No ___ Small Business: Yes No ___ Woman Owned Business: Yes No ___ Service Disabled Veteran Owned Business: Yes ______ No ______ Employment Service Organization: Yes No ___ None of the Above: Yes Ethics in Public Contracting/Certification of Non-Disclosure: Any Contract awarded as a result of this RFP will incorporate by reference Article 9 of the APS Procurement Resolution (Procurement Resolution), as well as any state or federal law related to ethics, conflicts of interest, or bribery, including by way of illustration and not limitation, the Virginia State and Local Government Conflict of Interests Act (Code of Virginia § 2.2-3100 et seq.), the Virginia Governmental Frauds Act (Code of Virginia § 18.2- 498.1 et seq., and Articles 2 and 3 of Chapter 10 of Title 18.2 of the Code of Virginia, as amended (§ 18.2-438 et seq.). The undersigned certifies that its offer is made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other person(as defined in Code of Virginia Section 59.1-68.6 et seq.) and that it has not conferred on any public employee having official responsibility for this purchase any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged. In compliance with this RFP and all the conditions imposed therein, the undersigned offers and agrees to furnish the Work in accordance with the attached Proposal or as mutually agreed upon by subsequent negotiations. By my signature below, I certify that I am authorized to bind the Offeror in any and all negotiations and/or contractual matters relating to this RFP. Sign in blue ink and type or print requested information. My signature certifies that the Offeror has no business or personal relationships with any other companies or persons that could be considered as a conflict of interest or potential conflict of interest to APS, and that there are no principals, officers, agents, employees, or representatives of this firm that have any business or personal relationships with any other companies or person that could be considered as a conflict of interest or a potential conflict of interest to APS, pertaining to any and all Work to be performed as a result of this RFP and any resulting Contract with APS. 5 Request Request for Proposal - Title Page Five This Proposal is Submitted By: Full Legal Name of Offeror: (to be used for Award): _________________________________________________ Mailing Address: Remittance Address (If Different): ________________________________________ ________________________________________ ________________________________________ Phone: ( ) Fax: ( ) Email Address: Contact Person: ___________________________ Tax Identification (FIN/SSN#): Title:____________________________________ Typed/Printed Name: Signature: _______________________________ (Person signing must be authorized to bind Date: the Offeror in contractual matters) A W-9 Form should be attached showing correct Full Legal name for award of Contract. Include Pages 1 - 5 of this RFP as the first 5 Pages of the Proposal Response Under Tab 1 6 Table of Contents Table of Contents Request for Proposal Title Pages ............................................................................................................................ 1-5 Table of Contents ....................................................................................................................................................... 6 I. Special Provisions ......................................................................................................................................... 8 A. General Information ............................................................................................................................... 8 B. Background ............................................................................................................................................. 8 C. Scope of Services.................................................................................................................................... 8 II. Instructions to Offerors ............................................................................................................................... 10 A. Information Requests ............................................................................................................................ 10 B. Tentative Schedule for RFP #41FY22 ................................................................................................. 10 C. Additional Information ......................................................................................................................... 10 III. Proposal Requirements................................................................................................................................ 15 A. General Requirements .......................................................................................................................... 15 B. Unnecessarily Elaborate Responses ..................................................................................................... 16 C. Use of Information and Documents ...................................................................................................... 16 D. Submission of Trade Secrets or Proprietary Information ..................................................................... 16 E. Format and Content .............................................................................................................................. 16 IV. Proposal Evaluation Process, Method of Contract Award and Proposal Evaluation Criteria ..................... 19 A. Proposal Evaluation Process and Method of Contract Award .............................................................. 19 B. Proposal Evaluation Criteria ................................................................................................................. 20 Appendix A. Contractor Certification Regarding Criminal Conviction ................................................ 22 7 Table of Contents Appendix B. Conflict of Interest Statement................................................................................................. 23 Appendix C. Non-Disclosure and Data Security Agreement ...................................................................... 24 Appendix D. Insurance Checklist ................................................................................................................ 26 Appendix E. Business Associate Agreement .............................................................................................. 28 Appendix F. Sample Form Agreement ..................................................................................................... 39 Appendix G. Contract Terms and Conditions ............................................................................................ 43 Appendix H. Sample Purchase Order ......................................................................................................... 62 Appendix I. Screenshots of Steps Required to Submit a Proposal ............................................................ 63 Appendix J. Medicare Retiree Health Questionnaire .................................................................................. 69 Appendix K. Medicare Retiree Census .......................................................................................................70 Appendix L. Medicare Retiree History.................................................................................................... . 71 Appendix M. Disruption Report ............................................................................................................... 72 8 Special Provisions I. Special Provisions A. General Information: 1.1 The purpose of this Request for Proposal (RFP) is to solicit Proposals from qualified Offerors to provide services for Medicare Retirees Health Benefits for Arlington Public Schools (APS). 1.2 APS is soliciting Proposals from qualified Offerors to provide either a Group Medicare Advantage with Medicare Part D plan on a national PPO basis or a fully-insured standalone, Medicare Supplement plan (patterned after Plan N) with standalone customized group Medicare Part D coverage. B. Background: 1.1 APS currently offers a fully insured Medicare Supplement plan (patterned after Plan N), and a standalone customized group Medicare Part D coverage through United Healthcare (UHC) as well as a fully insured Medicare Advantage plan with a Medicare Part D benefit through Kaiser Mid-Atlantic. 1.2 Medicare eligible retirees contribute to the cost of their medical and prescription drug coverage based on years of service, ranging from 22% to 90%. Dependents of Medicare eligible retirees also contribute to the cost of their medical and prescription drug coverage based on the retiree’s years of service, ranging from 50% to 90%. APS has a $1,200 per month subsidy cap, without regard to service at retirement and number of dependents coverage, as part of their communicated premium strategy for retirees. At this time, no retirees are subject to this cap. 1.3 The following items are included in this RFP in electronic format and should be used to prepare your Proposal response: 1.3.1 The Excel file at Appendix K 1.3.2 The Excel files at Appendix L C. Scope of Services The scope of Services consists of the following: 1.1 Provide group medical coverage through either a Group Medicare Advantage with Medicare Part D plan on a national PPO basis or a fully-insured standalone, Medicare Supplement plan (patterned after Plan N) with standalone customized group Medicare Part D coverage. Coverage should duplicate the current plans for over 65 Medicare eligible retirees and their Medicare eligible dependents as close as possible, subject to Guideline 1.3.3 below. 1.2 Provide full administration services for at least the plans mentioned in the Scope of Services to include but not be limited to: 1.2.1 Billing (retiree direct bill, APS and from pension, as applicable) 1.2.2 Enrollment (open season and ongoing) including onsite meetings with Medicare retiree groups 1.2.3 Communications 1.2.3.1 Develop and distribute member handbooks which contain evidence of coverage, enrollee’s responsibilities and plan’s responsibilities. 1.2.3.2 Design, develop, produce and distribute educational, open enrollment and marketing materials. 1.2.3.3 Administer and distribute all CMS required communications. 1.2.4 Customer Service 1.2.4.1 Provide a toll-free customer service number which shall provide general information on the plan, claims status, and counseling to members. 9 Special Provisions 1.2.4.2 Respond correctly and timely to inquiries received by telephone, by mail or in person. 1.2.5 Claim resolution 1.3 Guidelines 1.3.1 Offeror must be able to provide a national PPO group Medicare Advantage with Medicare Part D plan or standalone, Medicare Supplement plan with standalone customized group Medicare Part D coverage 1.3.2 Plans must be insurer-filed and have state and federal approval. 1.3.3 If proposing a Medicare Supplement plan, Plan N should be used as a basis. 1.3.4 The proposed plan(s) must provide benefits that are as good or better than current benefit levels. 1.3.5 Coverage must be guaranteed issue and guaranteed renewable for each participant. 1.3.6 The plan must allow for enrollments of pre-Medicare retirees upon attainment of age 65 during any given plan year. 1.4 Offerors are highly encouraged to include in their Proposal a description of any significant task not listed in the Scope of Services which they know to be necessary under the proposed Contract. APS may add to the Scope of Services or make changes in the Scope of Services for services of a similar nature to those specified in the Scope of Services of this RFP as mutually agreed to at a price mutually agreed upon. The change must be approved by the Director/Purchasing Agent and a Contract Amendment and Purchase Change Order issued by the Procurement Office to change the Contract. 10 Instructions to Offerors II. Instructions to Offerors A. Information Requests All questions relating to this RFP shall be submitted in writing to Rebecca Hoffman, Procurement Analyst at rebecca.hoffman2@apsva.us and Brianna Cobbins, APS Project Manager, at brianna.cobbins@apsva.us, and Daniel Low, Consultant, dan.low@kornferry.com. For a question to be considered, the subject line of the email must state the following: “RFP #41FY22 Questions”. Questions should be succinct and must include the submitter’s name, title, company name, company address, and telephone number. Prior to the award of a Contract resulting from this solicitation, Offerors and prospective Offerors are prohibited from contacting APS staff other than Rebecca Hoffman. B. Tentative Schedule for RFP #41Y22 RFP Issuance June 6, 2022 Pre-Proposal Conference June 15, 2022 Question Deadline June 17, 2022, by 5:00 PM, EST Information Item/Addendum 1 Issuance Week of June 20, 2022 Proposal Due Date June 28, 2022, No Later Than 11:59 PM, EST Shortlist Interviews Week Commencing July 18, 2022 Negotiations Stage Week Commencing July 25, 2022 Contract Award Anticipated Award Date August 2022 Questions may not be considered if they are received after June 17, 2022, by 5:00 PM, EST. Any questions related to the answers provided in Addendum #1 may be addressed in an additional addendum. If any questions or responses require revisions to this RFP as it was originally published, such revisions will be by formal amendment only. Offerors are cautioned that any written, electronic, or oral representations made by any APS representative or other person that appear to change materially any portion of the RFP shall not be relied upon unless subsequently ratified by a written amendment to this RFP issued by the Office of the Procurement Agent. C. Additional Information 1. Debarment Status The Offeror shall indicate, in the spaces provided on Request Pages 3 and 4, whether or not it, or any of its principals, is/are currently debarred from submitting bids or proposals to APS, or any other state or political subdivision, and whether or not it is an agent of any person or entity that is currently debarred from submitting proposals to APS, Virginia, or any other state or political subdivision. An affirmative response may be considered grounds for rejection of the proposal. This statement shall also apply to any subcontractor(s) the Offeror intends to use in the performance of a resulting contract. 2. Conflict of Interest Statement The Offeror must provide a statement regarding potential conflict of interest. The certification shall be in the form provided in this solicitation, signed by an authorized agent and principal of the Offeror and notarized. The completed Conflict of Interest Statement (Appendix B) shall be provided in Tab #1 of the Proposal. 3. Expenses Incurred in Preparing Proposal APS accepts no responsibility for any expense incurred by any Offeror in the preparation and presentation of a Proposal. All expenses related to an offer are the sole responsibility of the Offeror. 4. Incomplete Documents Each Offeror is responsible for having determined the accuracy and/or completeness of the RFP upon which it relied in making its Proposal and has an affirmative obligation to notify the Procurement Agent immediately upon discovery of an apparent or suspected inaccuracy, error in, or omission of any pages, drawings, sections, or addenda whose omission from the documents was apparent from a reference or page numbering or other indication in the RFP. mailto:rebecca.hoffman2@apsva.us mailto:brianna.cobbins@apsva.us 11 Instructions to Offerors If a potential Offeror downloaded an electronic version of the RFP, that potential Offeror is responsible for determining the accuracy and/or completeness of the electronic documents. If the successful Offeror proceeds with any activity that may be affected by an inaccuracy, error in, or omission in the solicitation documents of which it is aware but has not notified the Procurement Agent, the Offeror hereby agrees to perform any work described in such missing or incomplete documents at the Offeror’s sole expense and at no additional cost to APS. Failure to acknowledge all Addenda issued during the solicitation process on the Request for Proposal Title Page 3, or by including a signed copy of all Addenda with the Proposal, is considered an incomplete Proposal document. 5. Offeror Investigations Before submitting a Proposal, each Offeror shall make all investigations and examinations necessary to ascertain all conditions and requirements affecting the full performance of the contract and to verify any representations made by APS that the Offeror will rely upon. No pleas of ignorance or mistake, inaccuracy, misrepresentation of such conditions and requirements resulting from failure to make such investigations and examinations will relieve the successful Offeror from its obligation to comply in every detail with all provisions and requirements of the contract documents, or will be accepted as a basis for any claim whatsoever for any monetary compensation on the part of the successful Offeror. 6. Competitive Negotiation for Non-Professional Services This RFP is let under the procedure for "Competitive Negotiation for Goods and Services Other Than Professional Services" as defined in the Procurement Resolution. Under this procedure, the content of the Proposals, and the identity of the Offerors are not public record until an award determination has been made. Because of this restriction, the opening of Proposals is not public. 7. Arlington County Business Licenses The successful Offeror must comply with the provisions of Chapter 11 (“Licenses”) of the Arlington County Code, if applicable. For information on the provisions of that Chapter and its applicability to this solicitation, prospective offers should contact the Arlington County Business License Division, Office of the Commissioner of the Revenue, 2100 Clarendon Blvd., Suite 200, Arlington, Virginia, 22201, telephone number (703) 228-3060. 8. Authority to Transact Business Any Offeror organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia, or as otherwise required by law. The proper and full legal name of the firm or entity and the identification number issued to the Offeror by the Virginia State Corporation Commission must be written in the space provided on the Proposal Form. Any Offeror that is not required to be authorized to transact business in the Commonwealth shall include in its Proposal a statement describing why the Offeror is not required to be so authorized. APS may require a firm to provide documentation prior to award which: 1) clearly identifies the complete name and legal form of the firm or entity (i.e. corporation, limited partnership, etc.), and 2) establishes that the firm or entity is authorized by the State Corporation Commission to transact business in the Commonwealth of Virginia. Failure of a prospective and/or successful Offeror to provide such documentation shall be grounds for rejection of the Proposal or cancellation of the award. For further information prospective Offerors should refer to the Commonwealth of Virginia State Corporation Commission website at: www.scc.virginia.gov. 9. Insurance Requirements Each Offeror must review the insurance requirements section carefully with its insurance agent or broker prior to submitting a Proposal to ensure they can provide the specific coverage requirements and limits applicable to this solicitation. If the Offeror is not able to meet the insurance requirements of the solicitation, alternate insurance coverage satisfactory to APS may be proposed by the Offeror and considered by the APS. Written requests for consideration of alternate coverage must be received by the Procurement Agent at least ten (10) calendar days prior to the date set for receipt of Proposals. If APS denies the request for alternate coverage, the coverage required by the Insurance Requirements or Checklist section must be provided. If APS permits alternate coverage, an amendment to the Insurance Checklist will be issued prior to the time and date set for receipt of Proposals. The Insurance Checklist can be found at Appendix D. http://www.scc.virginia.gov/ 12 Instructions to Offerors 10. Interest in More Than One Proposal, and Collusion If more than one Proposal is received in response to this RFP from an individual, firm, partnership, corporation, affiliate, or association under the same or different names, all Proposals will be rejected. Reasonable grounds for believing that an Offeror is interested in more than one (1) Proposal for a RFP both as an Offeror and as a subcontractor for another Offeror, will result in rejection of all Proposals in which the Offeror is interested. However, a firm acting only as a subcontractor may be included as a subcontractor for two (2) or more Offerors submitting a Proposal for the Work. Any or all Proposals may be rejected if reasonable grounds exist for believing that collusion exists among any Offerors. Offerors rejected under the above provisions shall be disqualified if they respond to a new RFP for the same work. 11. Proposal Withdrawal No Proposal may be withdrawn after it is filed unless the Offeror makes a request in writing to the Procurement Agent prior to the time and date set for the receipt of Proposals or unless APS fails to award or issue a notice of intent to award a Contract within ninety (90) calendar days after the date and time set for receipt of Proposals with the successful Offeror. 12. Parking Where parking is not provided at an APS location, the Contractor is responsible for the payment of any parking charges or fines resulting from parking at any worksite(s). 13. Contract Award is in the Best Interest APS reserves the right to accept or reject Proposals, to cancel this solicitation, to waive any informalities or irregularities therein, (an informality is a minor defect or variation of a Bid or Proposal from the exact requirements of the ITB or RFP, which does not affect the prices, quantity or delivery schedule for the goods, services or construction being procured), and to contract as the best interests of APS may require in order to obtain the firms that best meet the needs of APS, as expressed in this RFP. Selection of a Proposal does not mean that all aspects of the Proposal are acceptable to APS. APS reserves the right to negotiate the modification of terms and conditions with the Offeror offering the best value to APS in conjunction with the evaluation criteria contained herein prior to the execution of a Contract, to ensure a satisfactory Contract. 14. Notice of Intent to Award APS will post a written Notice of Intent to Award on a public bulletin board in Syphax, 2110 Washington Blvd., Arlington, Virginia, 22204, stating the date the award will be made, and identifying the name(s) of the awardee(s). 15. Replacement or Augmentation of Key Personnel and Subcontractors The key personnel and sub-contractors submitted by the Offeror in its Proposal in order to qualify, are considered essential to the Offeror’s qualifications and may not be replaced, substituted or augmented after qualification of the Offeror’s Proposal without prior written approval of APS. A request to replace or substitute any key personnel or subcontractor must be submitted to and approved by APS prior to substitution or augmentation. 16. Contractor Certification Regarding Criminal Convictions All Contracts with APS, where the Contractor or its employees, or its Subcontractors or their employees, will have direct contact with students on school property during regular school hours, or during school- sponsored activities, shall require the Contractor to certify that neither it nor any of its employees nor any of its Subcontractors’ nor any of its Subcontractors’ employees, who will have direct contact with students, have been: (1) convicted of a felony or of a sexually violent offense as defined in Va. Code Ann. § 9.1-902 as mandated by Va. Code Ann. § 18.2-370.5, (2) convicted of an offense occurring on or after July 1, 2006, where the offender was more than three years older than the victim involving: (a) the rape of a child under age 13 pursuant to Va. Code Ann. § 18.2-61.A(iii), (b) forcible sodomy of a child less than 13 years of age pursuant to Va. Code Ann. § 18.2- 67.1.A.1, 13 Instructions to Offerors (c) object sexual penetration of a child under 13 years of age pursuant to Va. Code Ann. § 18.2-67.2.A.1, or (d) any similar offense under the laws of any foreign country or any political subdivision thereof, or the United States or any political subdivision thereof. This requirement is applicable without exception for a person convicted of a felony or of a sexually violent offense as defined in Va. Code Ann. § 9.1-902, but for all other offenses set forth above this requirement does not apply unless the qualifying offense was done in the commission of, or as a part of the same course of conduct of, or as part of a common scheme or plan as a violation of: (a) abduction or kidnapping in violation of Va. Code Ann. § 18.2-47.A, (b) abduction with intent to extort money of for immoral purpose in violation of Va. Code Ann. § 18.2-48, (c) burglary in violation of Va. Code Ann. § 18.2-89, (d) entering a dwelling house with intent to commit murder, rape, robbery or arson in violation of Va. Code Ann. § 18.2-90, (e) aggravated malicious wounding in violation of Va. Code Ann. § 18.2-51.2, or (f) any similar offense under the laws of any foreign country or any political subdivision thereof, or the United States or any political subdivision thereof. The Contractor certification covers its employees, its Subcontractors and the employees thereof. (Submit completed Appendix A). The Contractor certification shall also cover its employees, its Subcontractors and employees thereof, assigned to the Work after Contract award. The Contractor, upon demand from APS, shall provide all information which allowed for the Contractor’s certification 17. Cooperative Contract for Use by Other Public Bodies: This procurement is being conducted by APS not only for its benefit but for the benefit of any other public body eligible to participate in use of the services herein solicited by means of cooperative procurement as provided by, and to the extent permitted by, §2.2-4304 of the Virginia Public Procurement Act. 18. Contractor Prohibited in Assisting Person for New Job if Engaged in Misconduct With Minor As a condition of awarding a Contract, or Contract Renewal, the Contractor acknowledges it is prohibited from assisting the elected and appointed officials of APS, its officers, current and former employees, agents, departments, agencies, boards, and commissions employee, and contractors, including all levels of subcontractors, in obtaining a new job if the Contractor knows or has probable cause to believe that the elected and appointed officials of APS, its officers, current and former employees, agents, departments, agencies, boards, and commissions employee, and contractors, including all levels of subcontractors, engaged in sexual misconduct regarding a minor or student in violation of law. 19. Request for Comments: Following the award of any Contract or Contracts, or the cancellation of this RFP, all Offerors or potential Offerors are invited to provide to APS written comments regarding the manner in which this RFP was conducted and any suggested modifications to that process which might make future RFPs by APS more efficient, more productive, and more attractive to potential Offerors. 14 Instructions to Offerors 20. Number of Contracts to be Awarded: APS intends to award Contracts to a minimum of one (1) successful Offeror (Contractor) to perform the Work. 21. Vaccine Requirement Due to the ongoing COVID-19 pandemic, APS has taken various steps to protect the welfare, health, safety and comfort of its employees and students. As part of these steps, APS has implemented various requirements with respect to health and safety including policies with respect to social distancing the use of face-coverings, and vaccine requirements. To protect APS’ employees and students, all employees and subcontractors of the Contractor who are assigned to this Contract, must be fully vaccinated against COVID-19. Any Contractor employee or subcontractor who is not fully vaccinated, must follow a weekly testing protocol as established by the Contractor unless exempt pursuant to a valid reasonable accommodation under state of federal law. By submitting a Proposal, the Offeror certifies that it will comply with this provision and will ensure that its subcontractor, if any, do so as well. 15 Proposal Requirements III. Proposal Requirements A. General Requirements One (1) electronic copy of the Proposal with a completed Fee Schedule. The Offeror’s Proposal shall address the below areas, not exceeding the stated page limitations. The Proposal shall be limited to a page size of 8 1⁄2” x 11”, single space and type size shall not be less than ten (10) point font for each response item. Note: for page-counting purposes, a page equals a one-sided sheet. If a page limit is not noted within the section below there is no page limit. In addition, a completed Excel version of the APS RFP 41FY22 Medicare Retiree Health Questionnaire.xlsx (Appendix J) should be included with the Proposal with the Offeror’s name included as a suffix in the file name. Offerors are responsible for having their Proposal received in the Platform prior to the Proposal Due Date. Failure to comply with this or other requirements of this RFP may be grounds for APS to reject such Proposals. Proposals must be submitted electronically through the Platform. The Platform can be accessed through the link found on the Current Solicitations webpage under the Procurement Office website. Found under the Due Date column for RFP 41FY22 of the Current Solicitations table is a link for Offerors to submit its Proposal. (“Link to submit Proposal – RFP 41FY22”). Nothing herein is intended to exclude any responsible Offeror or in any way restrain or restrict competition. All responsible Offerors are encouraged to submit Proposals. Proposals shall be submitted with the required information in the order listed below. Additional instructions are in the Instructions to Offerors (Section II) of this solicitation. Modification of or additions to any portion or terms of the RFP by the Offeror may be cause for rejection of the Proposal; however, APS reserves the right to decide, on a case by case basis, in its sole discretion, whether or not to reject such a Proposal as nonresponsive. Mandatory provisions of this RFP are indicated by the inclusion of the words "shall" or "must" to identify the Offeror’s obligations. Failure to comply with these requirements or with any other requirements stated as mandatory either in this RFP or in the Instructions to Offerors shall result in rejection of the Offeror’s Proposal as not responsive, except to the extent the failure or omission either is not a mandatory statutory requirement or does not affect price, quantity, quality or time. APS proposed Contract Documents and this RFP contain terms and conditions APS favors and intends to use for the resultant Contract. If the Offeror wishes APS to consider any changes to these documents, such changes must be submitted in writing in the Proposal, and such exceptions shall be considered during negotiation. Any Offeror receiving a Contract award shall be required to execute a Contract in substantial compliance with APS standard Agreement and will be required to furnish all other required Contract Documents including tax identification or social security number within fifteen (15) days after receipt of notification that the Contract is ready for signature; otherwise, APS may award the Contract to another Offeror. Proposals having any erasures or corrections must be initialed by the Offeror in blue ink. An Offeror may request in writing to withdraw its Proposal at any time. In the event an Offeror discovers an error in their Proposal and desires to make a correction after the Proposal Due Date, the Offeror shall submit in writing the requested correction, along with a written explanation and justification for the change, no later than one (1) business day following the Proposal Due Date. If APS is satisfied that the identified error was the result of a clerical or mathematical error, APS may permit the correction. APS shall issue its written decision to the requesting Offeror within three (3) business days of receipt of the correction request. If the request is approved, the Proposal shall be deemed modified by incorporation of the correction requested. If the requested correction is denied, the Proposal shall be considered as originally submitted. APS may request additional information or clarifications from an Offeror at any time after the review process has begun. 16 Proposal Requirements B. Unnecessarily Elaborate Responses Unnecessarily elaborate brochures or other presentations beyond those sufficient to present a complete and effective response to this RFP are not desired and may be construed as an indication of the Offeror's lack of cost consciousness. Elaborate or expensive artwork, paper, bindings, and visual and other presentations are neither necessary at this time nor desired by APS. C. Use of Information and Documents APS and its officials, employees and agents will copy and use the response of the Offeror and documents included with the response, for various purposes related to analysis, evaluation, and decision to award a contract. Proposals shall be the property of APS. Following award APS may be required to allow inspection and copying of documents and may also use the Offeror’s documents in connection with any resulting contracts with that Offeror. The Offeror is responsible for obtaining any necessary authorizations for all such use of the documents and information, and for assuring that such copying and use is in conformance with laws related to trademarks and copyrights. Any documents or information for which the Offeror has not obtained such authorization, or for which such copying and use is not authorized, shall not be submitted. The undersigned Offeror agrees to indemnify, defend and hold APS, its officials, employees and agents harmless from any claims of any nature, including claims arising from trademark or copyright laws, related to use of information and documents submitted with the Offeror’s response. D. Submission of Trade Secrets or Proprietary Information Trade secrets or proprietary information submitted by an Offeror in connection with this procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke these protections upon submission of the data or the materials, and must identify the data or other materials to be protected and state the reason why protection is necessary. [Virginia Code Section 2.2-4342(F)]. Offerors shall submit, under Tab 16 of the Proposal, any data or materials it considers to be a trade secret or proprietary information, or falls within the exceptions to the VFOIA and shall state the reason why protection is necessary. Offerors may not declare the entire Proposal proprietary nor may they declare proposed pricing to be proprietary. References may be made within the body of the Proposal to proprietary or trade secret information; however, all information contained within the body of the Proposal not in the separate section labeled proprietary shall be public information. It is the Offeror’s sole responsibility to defend such exemptions if challenged in a court of competent jurisdiction. E. Format and Content The Proposal should address the items included in the Scope of Services and in the Criteria for Proposal Evaluation. Failure to do so will result in a lowered evaluation. Incomplete Proposals may be determined nonresponsive. Offerors should organize their Proposals using the following tabular format: Tab 1: Administrative � A fully executed Request for Proposals Title Pages 1 - 5 of this RFP should be included as the first five pages of your Proposal. The name stated on the Request Sheet on, page 5, must be the full legal name of the Offeror and the address must be that of the office which will have the responsibility for the services provided. The following forms should be completed and also provided in this section: � The Contactor Certification Regarding Criminal Convictions at Appendix A � The Conflict of Interest Statement at Appendix B � The Non-Disclosure and Security Agreement at Appendix C � The Insurance Checklist at Appendix D � Business Associate Agreement at Appendix E � A completed W-9 Form showing correct full legal name for award of Contract TAB 2: Executive Summary (pdf) � Provide three (3) current references for provision of Medicare Retiree Health Benefits the Offeror has provided within five (5) years prior to the issue date of the RFP. The services must be of a similar size and nature to the Scope of Services in this solicitation. Indicate organization name, contact name, 17 Proposal Requirements telephone number and e-mail address of each reference. Please verify all information prior to submitting it. � Address what factors differentiate the Offeror from other potential Offerors for this project? � What is the Offeror’s particular strength in the market place? � Describe the Offeror’s experience in providing similar services. � How long has the Offeror been providing these specific services? � Is the Offeror’s business line solely providing Medicare benefits to retirees? If not, what other services does the Offeror provide and what percentage of the Offeror’s business lines is providing Medicare benefits to employees? � Describe the methodology of the Offeror in successfully providing Medicare benefits to retirees for public schools. TAB 3: Technical Proposal (Excel) The Offeror shall complete the following tabs included in the Excel file labeled APS RFP 41FY22 Medicare Retiree Health Questionnaire.xlsx (Appendix J) � Minimum Requirements � Organization Experience � Reference Form � Retiree Services Administration (Retiree Services and Plan Administration) � AcctMgmt Report Implement (Account Management, Reporting, Implementation) � Account Team Breakdown � Prescription Drugs � Plan Design Clinical Formulary (Plan Design, Clinical and Wellness, Provider Networks) � Medical Design Deviations – APS � Part D Design Deviations – APS � Formulary Disruption – APS � Access Standards – APS (Access Standards – Medical Providers – Medicare Advantage National Passive PPO) � Provider Disruption – APS (top Facilities and Top other Providers....) � Explanations (Extended Explanation Worksheet) � Attachments C1-C15 (as noted throughout the Questionnaire) � Please see the excel file titled APS RFP 41FY22 Disruption Report.xlsx for the providers currently utilized by APS’s members and complete a network disruption analysis (Appendix M) TAB 4: Cost Proposal (Excel) Fee shall include all services required under the Scope of Services (Section II) The Offeror shall complete the following tabs included in the Excel file labeled APS RFP 41FY22 Medicare Retiree Health Questionnaire.xlsx (Appendix J) � Fully Insured Questionnaire (Financial Questionnaire) � Proposed Rates (Fully Insured Rate Quote – group Medicare Advantage with Part D or group Medicare Supplement with Part D) � Explanations (Extended Explanation Sheet) Tab 5: Trade Secrets or Proprietary Information � Offerors are to provide information on the data or other materials sought to be protected and state the reasons why protection is necessary or falls within the exceptions of the Virginia Freedom of Information Act. It is the Offeror’s sole responsibility to defend such exemptions if challenged in a court of competent jurisdiction. � The Offeror shall provide their most recently filed, signed tax return, and financial statements. This includes the opinion letter, management letter comments, income statement, balance sheet, and notes to the financial statements from the most recent reporting period. Additional financial details, to include balance sheets and cash flow statements are requested for the past three years. Note: APS will treat any financial information provided in the Proposal as proprietary and confidential, and it will not be subject 18 Proposal Requirements to public disclosure. Therefore, APS will not execute any Offeror-provided non-disclosure agreements related to such documents. Tab 6: Exceptions Taken to Any Provision of the RFP � Offerors are to provide any exceptions to any provision of the RFP in accordance with Section IV. A. Tab 7: Industry Standard Documentation � Offerors are to provide any industry standard documentation for consideration (e.g. HIPAA, Medicare Advantage with Medicare Part D Agreement) in Tab 7 of their Proposal. � Along with the forms, please include the specific law or regulation that mandates the form. 19 Proposal Evaluation Process, Method of Contract Award and Proposal Evaluation Criteria IV. Proposal Evaluation Process, Method of Contract Award and Proposal Evaluation Criteria A. Proposal Evaluation Process and Method of Contract Award A Selection Advisory Committee (SAC) will review and evaluate all responsive Proposals received by the Procurement Office. The SAC will rely only on the information contained in the Proposals submitted in selecting Offerors deemed to be fully qualified and best suited among those submitting Proposals. Therefore, Offerors must emphasize specific information considered pertinent to the Work and submit all information requested. The SAC may seek clarification of any aspect of the Proposal from an Offeror during the Initial Evaluation Stage. The Offeror shall state any exceptions to any provision of the Contract Documents in writing in its Proposal as a part of Tab 6, identifying with specificity the provision to which exception is taken, the exception, the rationale for the exception, and the proposed alternative provision. The SAC may, but is not required to, negotiate as it deems necessary any exceptions so submitted, but no negotiations shall occur prior to the Negotiations Stage as defined below. An Offeror shall be deemed to have waived all objections to, and accepted, all provisions of the Contract Documents to which no exception is included in its submitted Proposal and in such event no exceptions shall be considered during the Negotiation Phase. Provided, however, if APS makes a material change to the RFP after the Proposal Due Date which if it had been made prior to the Proposal Due Date would have resulted in the Offeror including an exception in its submitted Proposal, the Offeror may within five (5) days following issuance by APS of the material change submit in writing any exception to the material change. Any exception to the material change not submitted to APS in writing within such five (5) day period shall be deemed to have been waived and shall not be considered further during the Negotiation Stage or otherwise. Any industry standard documents the Offeror requests to have included in any resulting Contract shall be included in the Offeror’s submitted Proposal. Any documents the Offeror asserts is an industry standard documents not provided by the Offeror in its submitted Proposal shall not be considered during the Negotiation Stage or otherwise and shall not be a part of any Contract awarded. 1. After the SAC has completed its Initial Evaluations of the responsive Proposals received by the Procurement Office, when applicable, it will select Offerors to participate in Shortlist Interviews to provide information that will clarify Offerors’ Proposals. 2. Upon completion of the Shortlist Interviews, but before making any decisions regarding which Offerors to consider further, the SAC may seek from any Offeror which participated in the Shortlist Interviews clarification of any aspect of the Proposal or of issues which arose during the Shortlist Interview. Selection shall be made of two (2) or more Offerors deemed to be fully qualified and best suited among those submitting Proposals, on the basis of the evaluation criteria stated in the RFP. 3. Negotiations shall then be conducted with each of the Offerors so selected. Price shall be considered, but need not be the sole determining factor. During the Negotiation Stage, individual members of the SAC may engage in discussions with any Offeror to gather information to assist the SAC in making its final determination regarding award of the Contract. Such individual information and discussions shall be shared with the entirety of the SAC. 4. After negotiations have been conducted with each Offeror so selected, APS shall select the Offeror which, in its opinion, has made the best Proposal and provides the best value, based on the evaluation criteria advertised in the RFP, and shall award the Contract to that Offeror. When the terms and conditions of multiple awards are so provided in the RFP, awards may be made to more than one Offeror. Should APS determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a Contract may be negotiated and awarded to that Offeror. 5. If at any time it is discovered that an Offeror’s Proposal does not satisfy any mandatory requirement of this RFP or that the Offeror has misstated its minimum qualifications or experience, even if 20 Proposal Evaluation Process, Method of Contract Award and Proposal Evaluation Criteria the Proposal initially appeared to satisfy such mandatory requirement or requirements or qualifications or experience, the Proposal may be deemed to be nonresponsive and if deemed nonresponsive shall not be considered further. B. Proposal Evaluation Criteria The evaluation process involves three (3) stages. The first stage is the Initial Evaluation of all responsive Proposals submitted by responsible Offerors (“Initial Evaluation Stage”). The second stage is the evaluation of those Offerors selected for interviews (“Shortlist Interviews Stage”). The third stage is negotiations with those Offerors selected for negotiations (“Negotiations Stage”). The Evaluation Criteria set forth below will be used for purposes of scoring Proposals at each stage of the evaluation process. Scores from the Initial Evaluations will determine the Offerors to be selected for Shortlist Interviews, if Shortlist Interviews are conducted. When Shortlist Interviews are conducted, Offerors interviewed will be rescored based on the Shortlist Interviews Evaluation Criteria identified herein. Only scores resulting from the Shortlist Interviews Evaluation Criteria will determine the ranking of Proposals whereby APS will enter into negotiations as described in Section A above. Only scores resulting from the Negotiations Stage will determine the ranking of Offerors for purposes of Contract award. Although there may be overlap between the Initial Evaluation Criteria, the Shortlist Interview Evaluation Criteria, and the Negotiations Stage Evaluation Criteria, each stage of the evaluation process is intended to be a separate score and only that score will be used to determine the consequence of that evaluation stage. The Shortlist Interviews Evaluations and the Negotiations Stage Evaluations are, however, the result of cumulative impressions from all preceding stages. Initial Evaluations Criteria: INITIAL EVALUATIONS CRITERIA WEIGHT 1 Organization, Structure, Experience, Compliance, Contractual 10% 2 Retiree Services and Administration 20% 3 Account Management 15% 4 Prescription Drugs 5% 5 Plan Design, Clinical and Wellness, Provider Networks, Formulary Disruption (if applicable) 20% 6 Cost 30% TOTAL 100% If Shortlist Interviews are conducted, Offerors selected will be asked to provide information that serves to clarify the Offeror’s Proposal. The Shortlist Interviews may include a presentation, a product/service demonstration, and a question-and-answer session. Offerors selected for Shortlist Interviews will be evaluated in accordance with the evaluation criteria listed below: Shortlist Interviews Evaluation Criteria: SHORTLIST – INTERVIEW EVALUATION CRITERIA WEIGHT 1 Qualifications and experience of Offeror’s staff/team proposed for the contract and content 10% 21 Proposal Evaluation Process, Method of Contract Award and Proposal Evaluation Criteria 2 Thoroughness of presentation / demonstration in addressing the points of clarification identified by APS 35% 3 Overall preparedness of the Offeror and ability to effectively communicate the information to the audience and demonstrate the suitability of their proposed plan with APS’ needs 35% 4 Cost 20% TOTAL 100% References will only be checked for Offerors selected for Shortlist Interviews. Information supplied by references on capabilities and past performance of on Offeror will be used in the scoring the Shortlist Interviews Evaluation Criteria Negotiations Stage Evaluation Criteria: The Negotiations Stage is for the purpose of further clarification of the selected Offerors’ understanding of the performance requirements, its intended approaches to performance, and related information, and for negotiating with each selected Offeror the terms of any Contract award. The following Negotiation Stage Evaluation Criteria will be used in reviewing and evaluating the Proposals and the results of the negotiations for ranking Offerors for purposes of Contract award. Only scores resulting from the Negotiation Stage Evaluation Criteria will determine the ranking of Proposals whereby APS will determine to which Offeror to award the Contract. During the Negotiations Stage, an Offeror’s flexibility and cooperativeness will be evaluated, and an Offeror’s participation during this Stage will be assigned a value up to 20% of the total score that it can receive in this final Stage. Those Offerors who do not submit any exceptions to either the Contract requirements and/or its terms and conditions will inherently be assigned the maximum value of 20% for the Negotiations Evaluation Criteria of flexibility and cooperativeness. NEGOTIATIONS EVALUATION CRITERIA WEIGHT 1 The Offeror’s ability to meet or exceed APS’ requirements. • Additional capabilities which enhance the overall functionality of plan • The Offeror’s ability to deliver enhancements to plan implementation, where applicable 60% 2 Flexibility and cooperation in negotiating contract requirements, terms, and conditions 20% 3 Cost 20% TOTAL 100% 22 Appendix A – Contractor Certification Regarding Criminal Conviction A COMPLETED APPENDIX A IS TO BE INCLUDED IN TAB 1 OF PROPOSAL Appendix A Contractor Certification Regarding Criminal Convictions The completed form from the Contractor is a condition precedent to the award of the Contract. As the official authorized to enter into this Contract on behalf of my organization, I certify that the Contractor, its employees, its sub-contractor(s) and their employees, who will have direct contact with students either on or off school property either during regular school hours or during school-sponsored activities during the performance of this Contract, has not been convicted of: 1. A felony or of any offense involving the sexual molestation, physical or sexual abuse, or rape of a child; 2. A sexually violent offense as defined in Va. Code Ann. § 9.1-902; 3. Any of the offense listed below occurring on or after July 1, 2006 in which the offender was more than three years older than the victim, when the offense was done in the commission of, or as a part of the same course of conduct of, or as part of a common scheme or plan to commit, (i) abduction or kidnaping in violation of Va. Code Ann. § 18.2-47 or § 18.2-48, (ii) burglary in violation of Va. Code Ann. § 18.2-89, (iii) entering a dwelling house with intent to commit crimes in violation of Va. Code Ann. § 18.2-90 or Va. Code Ann. § 18.2-91, or (iv) aggravated malicious wounding in violation of Va. Code Ann. § 18.2-51.2., or (v) any similar offense under the laws of any foreign country or any political subdivision thereof, or the United States or any political subdivision thereof: a. Rape of a child under 13 in violation of Va. Code Ann. § 18.2-61; b. Forcible sodomy with a child under 13 in violation of Va. Code Ann. § 18.2-67.1; or c. Object sexual penetration with a child under 13 in violation of Va. Code Ann. § 18.2-67.2;.or 4. A conviction for a crime of moral turpitude. I understand that a materially false statement regarding this certification is a Class 1 misdemeanor and that conviction of such misdemeanor shall result in the revocation of this Contract and of any related license that I may hold. I declare under penalty of perjury that the foregoing statements are true and correct. This form must be completed by an authorized official for any organization contracting to provide services under a contract with the Arlington Public Schools or any of its schools or departments, or any subcontractor under such contractor. ___________________________________ ____________________________________ Name of Offeror Signature ___________________________________ ____________________________________ Name and Title (please type or print) ___________________________________ Address of Offeror ___________________________________ ____________________ Telephone Date 23 Appendix B - Conflict of Interest Statement A COMPLETED APPENDIX B IS TO BE INCLUDED IN TAB 1 OF PROPOSAL Appendix B Conflict of Interest Statement I, whose name is subscribed below, a duly authorized representative and agent of the entity submitting this Proposal to APS in response to its Request for Proposal #41FY22, and on behalf of the Offeror: Certify that neither the Offeror nor any affiliated firm, parent corporation or subsidiary has, within the past five (5) years, been employed by or represented a deliverer of services, which services reasonably could be expected to be considered for purchase by the APS as a result of this solicitation. Affirm that if the Offeror is awarded a contract under this solicitation, and during the term of that contract prepares an invitation to bid or request for proposal for or on behalf of the APS, the Offeror agrees that it shall not (i) submit a bid or proposal for that procurement or any portion thereof or (ii) disclose to any bidder or Offeror information concerning the procurement which is not available to the public. Affirm that the Offeror further agrees that it shall not solicit or accept any commissions or fees from vendors who ultimately furnish services to the APS as a result of services furnished by the Offeror under any contract award made as a result of this solicitation. Offeror Name: Signed By: Date: Name/Title: Acknowledgment Commonwealth of Virginia/State of ( ________________) City/County of (___________________________) to wit: personally appeared before me this ______day of _______________ 20 the undersigned a Notary Public in and for the State and County of aforesaid, ________________________, known to me (or satisfactorily proven) to be the person whose name is subscribed to within the instrument as an agent of the Offeror and acknowledged that he/she has executed the same for the purposes therein contained. __________________________________________ (Seal) Notary registration number: _______________________________ My commission expires: __________________________________, 20___ 24 Appendix C - Non-Disclosure and Data Security Agreement A COMPLETED APPENDIX C IS TO BE INCLUDED IN TAB 1 OF PROPOSAL Appendix C Non-Disclosure and Data Security Agreement The undersigned, an authorized agent of the Contractor and on behalf of _____________________________ (Contractor) hereby agree that the Contractor will hold Arlington Public Schools (APS) provided information, documents, data, images, records and the like (hereafter “Information”) confidential and secure and to protect it against loss, misuse, alteration, destruction or disclosure. This includes but is not limited to the Information of the APS, its employees, contractors, residents, clients, patients, taxpayers and property as well as Information that the APS shares with Contractor for testing, support, conversion or other services provided under APS (the “Work” or “APS Contract” as applicable) or which may be accessed through other APS owned or controlled databases (all of the above collectively referred to herein as “Information” or “APS Information”). In addition to the Data Security obligations set in the APS Contract, the Contractor agrees that it will maintain the privacy and security of the APS Information, control and limit internal access and authorization for access to such Information and not divulge or allow or facilitate access to APS Information for any purpose or by anyone unless expressly authorized. This includes but is not limited to Information that in any manner describes, locates or indexes anything about an individual including, but not limited to, his/her (hereinafter “his”) Personal Health Information, treatment, disability , services eligibility, services provided, investigations, real or personal property holdings, and his education, financial transactions, medical history, ancestry, religion, political ideology, criminal or employment record, social security number, tax status or payments, date of birth, address, phone number or that affords a basis of inferring personal characteristics, such as finger and voice prints, photographs, or things done by or to such individual, and the record of his presence, registration, or membership in an organization or activity, or admission to an institution (also collectively referred to herein as “Information” or “APS Information”). Contractor also agree that it will not directly or indirectly use or facilitate the use or dissemination of Information (whether intentionally or by inadvertence, negligence or omission verbally, electronically, through paper transmission or otherwise) for any purpose other than that directly associated with its work under the Work. Contractor acknowledges that any unauthorized use, dissemination or disclosure of Information is prohibited and may also constitute a violation of Virginia or federal laws, subjecting it or its employees to civil and/or criminal penalties. The Contractor agrees that it will not divulge or otherwise facilitate the disclosure, dissemination or access to or by any unauthorized person, for any purpose, of any Information obtained directly, or indirectly, as a result of its work on the Work. Contractor shall coordinate closely with the APS Project Officer to ensure that its authorization to its employees or approved subcontractors is appropriate, tightly controlled and that such person/s also maintain the security and privacy of Information and the integrity of APS networked resources. Contractor agrees to take strict security measures to ensure that Information is kept secure, properly stored, that if stored that it is encrypted as appropriate, stored in accordance with industry best practices and otherwise protected from retrieval or access by unauthorized persons or unauthorized purpose. Any device or media on which Information is stored, even temporarily, will have strict security and access control. Any Information that is accessible will not leave the Contractor’s work site or the APS’ physical facility, if working onsite, without written authorization of the APS Project Officer. If remote access or other media storage is authorized, Contractor is responsible for the security of such storage device or paper files. Contractor will ensure that any laptops, PDAs, netbooks, tablets, thumb drives or other media storage devices, as approved by the APS, and connected to the APS network are secure and free of all computer viruses or running the latest version of an industry standard virus protection program. Contractor will ensure that all passwords used by its employees or subcontractors are robust, protected and not shared. No Information may be downloaded expect as agreed to by the parties and then only onto an APS approved device. Downloading onto a personally owned device 25 Appendix C - Non-Disclosure and Data Security Agreement is prohibited. Contractor agrees that it will notify the APS Project Officer immediately upon discovery, becoming aware or suspicious of any unauthorized disclosure of Information, security breach, hacking or other breach of this Non-Disclosure and Data Security Agreement, the APS Contract, APS policy, Contractor’s security policies, or any other breach of Work protocols. The Contractor will fully cooperate with the APS to regain possession of any Information and to prevent its further disclosure, use or dissemination. The Contractor also agrees, if requested, to promptly notify others of a suspected or actual breach. Contractor agrees that all duties and obligations enumerated in this Non-Disclosure and Data Security Agreement also extend to its employees, agents or subcontractors who are given access to APS Information. Breach of any of the above conditions by Contractor’s employees, agents or subcontractors shall be treated as a breach by Contractor. Contractor agrees that it shall take all reasonable measures to ensure its employees, agents and subcontractors are aware of and abide by the terms and conditions of this Non-Disclosure and Data Security Agreement and related data security provisions in the APS Contract. It is the intent of this Non-Disclosure and Data Security Agreement to ensure that the Contractor has the highest level of administrative safeguards, disaster recovery and best practices are in place to ensure confidentiality, protection, privacy and security of APS Information and APS networked resources and to ensure compliance with all applicable local, state and federal law or regulatory requirements. Therefore, to the extent that this Non-Disclosure and Data Security Agreement conflicts with the APS Contract or with any applicable local, state, or federal law, regulation or provision, the more stringent APS Contract requirement, law, regulation or provision shall control. At the conclusion of the Work, Contractor agrees to return all APS Information to the APS Project Officer. These obligations remain in full force and effect throughout the Work and shall survive any termination of the APS Contract. Authorized Signature: Printed Name and Title: _______________________________________________ Date: Appendix D - Insurance Checklist 26 A COMPLETED APPENDIX D IS TO BE INCLUDED IN TAB 1 OF PROPOSAL Appendix D Insurance Checklist Coverages Required Limits (Figures Denote Minimums) Offeror Use APS Use Number Coverage Present (Place an X in the Box if coverage is present) Confirmed Coverage Present (Place an X in the Box if coverage is present) Coverage Type Coverage Limit Per Occurrence Coverage Aggregate Limit Commercial General Liability 1 Premises / Operations $2,000,000 $4,000,000 2 Completed Products / Operations $2,000,000 $4,000,000 Subcontractors Commercial General Liability Insurance 3 Subcontractors General Liability $2,000,000 $4,000,000 Worker’s Compensation & Employer’s Liability Insurance 4 Worker’s Compensation Statutory Limit Statutory Limit 5 Employer’s Liability $100,000 $100,000 Commercial Automobile Liability Insurance 6 Owned $1,000,000 $2,000,000 7 Non-Owned / Hired Cyber Liability Insurance 8 Cyber Liability $10,000,000 $12,000,000 Umbrella / Excess Insurance 9 Umbrella Liability TBD TBD 10 Excess Liability TBD TBD All other Risk Management Items of Note 11 All insurance carriers AM Best Ratings are an A- or better or its equivalent 12 All deductibles and or self-insurance component have been submitted to Arlington Public Schools for review. 13 Notice of Cancellation, nonrenewal or material change in coverage shall be provided to APS at least forty-five (45) days prior to action 14 APS has been added as an Additional Insured (via endorsement of the insurance policy) on all policies except Workers Compensation & Cyber Liability. 15 All of the Certificates of Insurance show the Contract Number and Title 16 If Claims Made Coverage is Approved, does it meet stipulations 1 or 2 stipulated in Section G of the Insurance Requirements, of the Contract Terms and Conditions Appendix D - Insurance Checklist 27 17 Indemnification (Refer to Section 21 of the Contract Terms and Conditions) Insurance Agent's Statement: I have reviewed the above requirements with the Offeror named below and have advised the Offeror of required coverages not provided through this agency. Agency Name Auth. Signature Date Offeror's Statement: If awarded the Contract, I will comply with Contract insurance requirements. Offeror Name Auth. Signature Date Appendix E - Business Associate Agreement 28 A COMPLETED APPENDIX E IS TO BE INCLUDED IN TAB 1 OF PROPOSAL Appendix E Business Associate Agreement This Business Associate Agreement is hereby entered into between ____________ (hereafter referred to as “Business Associate”) and Arlington Public Schools (hereafter referred to as “Covered Entity” or “APS”) (collectively “the parties”) and is hereby made a part of any Underlying Agreement for goods or services entered into between the parties. Recitals APS provides services to its residents and employees which may cause it or others under its direction or control to serve as covered entities for purposes of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). APS, in its capacity as a covered entity, may provide Business Associate with certain information that may include Protected Health Information (PHI), so that Business Associate may perform its responsibilities pursuant to its Underlying Agreement(s) with and on behalf of APS. Covered Entity and Business Associate intend to protect the privacy of PHI and provide for the security of any electronic PHI received by Business Associate from Covered Entity, or created or received by Business Associate on behalf of Covered Entity in compliance with HIPAA; in compliance with regulations promulgated pursuant to HIPAA, at 45 CFR Parts 160 and Part 164; and in compliance with applicable provisions of the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (the “HITECH Act”) and any applicable regulations and/or guidance issued by the U.S. Department of Health and Human Services (“DHHS”) with respect to the HITECH Act (collectively “federal law”). WHEREAS, federal law and the specific regulations promulgated pursuant to HIPAA at 45 CFR § 164.314, 45 CFR § 164-502(e) and 45 CFR § 164.504(e) require a Covered Entity to enter into written agreements with all Business Associates (hereinafter “Business Associate Agreement”); WHEREAS, the parties desire to comply with HIPAA and desire to secure and protect such PHI from unauthorized disclosure; THEREFORE, Business Associate and Covered Entity, intending to be legally bound, agree as follows. The obligations, responsibilities and definitions may be changed from time to time as determined by federal law and such changes are incorporated herein as if set forth in full text: 1) Definitions The capitalized terms used in this Business Associate Agreement shall have the meaning set out below: a) Accounting. "Accounting" means a record of disclosures of protected health information made by the Business Associate. Appendix E - Business Associate Agreement 29 b) Breach. “Breach” means the acquisition, access, use, or disclosure of protected health information in a manner not permitted by this Business Associate Agreement and/or by HIPAA which compromises the security or privacy of the protected health information. For purposes of this Business Associate Agreement, any unauthorized acquisition, access, use, or disclosure of protected health information shall be presumed to be a breach. c) Business Associate. “Business Associate” means a person who creates, receives, maintains, or on behalf of a Covered Entity to accomplish a task regulated by HIPAA and not as a member of the Covered Entity's workforce. A Business Associate shall include, but is not limited to, a non-workforce person/entity who performs data processing/analysis/transmission, billing, benefit management, quality assurance, legal, actuarial, accounting, administrative and/or financial services on behalf of the Covered Entity involving protected health information. A Business Associate also includes a subcontractor. d) Covered Entity. “Covered Entity” means a health plan, a health care clearinghouse, and/or a health care provider who transmits any health information in electronic form in connections with an activity regulated by HIPAA. e) Data Aggregation. "Data Aggregation" means, with respect to PHI created or received by Business Associate in its capacity as the Business Associate of Covered Entity, the combining of such PHI by the Business Associate with the PHI received by the Business Associate in its capacity as a Business Associate of another covered entity, to permit data analyses that relate to the health care operations of the respective covered entities. f) Designated Record Set. “Designated Record Set” means all records, including medical, enrollment, billing, payment, claims, and/or case management maintained by and/or for a Covered Entity. g) Discovery. "Discovery" shall mean the first day an unauthorized use or disclosure is known or reasonably should have been known by Business Associate, including when it is or should have been known by any person other than the person who engaged in the unauthorized use/disclosure who is an employee, officer, or agent of Business Associate. h) Electronic Protected Health Information. “Electronic Protected Health Information” means individually identifiable health information that is transmitted by or maintained in electronic media. i) HIPAA. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as in effect and/or as amended. j) HITECH Act. “HITECH Act” means the portions of the Health Information Technology for Economic and Clinical Health Act which serve as amendments to HIPAA. HITECH is included within the definition of HIPAA unless stated separately. k) Individual. “Individual” means the person who is the subject of protected health information and/or a person who would qualify as a personal representative of the person who is the subject of protected health information. Appendix E - Business Associate Agreement 30 l) Protected Health Information. “Protected Health Information" or “PHI” means individually identifiable health information transmitted and/or maintained in any form. m) Remuneration. "Remuneration" means direct or indirect payment from or on behalf of a third party. n) Required By Law. “Required By Law” means an activity which Business Associate is required to do or perform based on the provisions of state and/or federal law. o) Secretary. “Secretary” means the Secretary of the Department of Health and Human Services or the Secretary’s designee. p) Security Incident. “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with the system operations in an information system. q) Underlying Agreement. “Underlying Agreement” means APS contract for goods or services made through APS’s procurement office which the parties have entered into and which APS has determined requires the execution of this Business Associate Agreement. r) Unsecured Protected Health Information. “Unsecured Protected Health Information” means protected health information that is not rendered unusable, unreadable, or indecipherable to unauthorized persons through the use of a technology or methodology approved by the Secretary. 2) Obligations and Activities of Business Associate a) Business Associate acknowledges and agrees that it is obligated by law (or upon the effective date of any portion thereof shall be obligated) to meet the applicable provisions of HIPAA and such provisions are incorporated herein and made a part of this Business Associate Agreement. Covered Entity and Business Associate agree that any regulations and/or guidance issued by DHHS with respect to HIPAA that relate to the obligations of business associates shall be deemed incorporated into and made a part of this Business Associate Agreement. b) In accordance with 45 CFR §164.502(a)(3), Business Associate agrees not to use or disclose PHI other than as permitted or required by this Business Associate Agreement or as Required by Law. c) Business Associate agrees to develop, implement, maintain and use appropriate administrative, technical, and physical safeguards that reasonably prevent the use or disclosure of PHI other than as provided for by this Business Associate Agreement, in accordance with 45 CFR §§164.306, 310 and 312. Business Associate agrees to develop, implement, maintain and use administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic PHI, in accordance with 45 CFR §§164.306, 308, 310, and 312. In accordance with 45 CFR §164.316, Business Associate shall also develop and implement policies and procedures and meet the documentation requirements as and at such time as may be required by HIPAA. Appendix E - Business Associate Agreement 31 d) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate, of a use or disclosure of PHI by Business Associate in violation of the requirements of this Business Associate Agreement. e) In accordance with 45 CFR §§164.308, 314 and 502, Business Associate will ensure that any workforce member or agent, including a vendor or subcontractor, whom Business Associate engages to create, receive, maintain, or transmit PHI on Business Associates’ behalf agrees to the same restrictions and conditions that apply through this Business Associate Agreement to Business Associate with respect to such information, including minimum necessary limitations. Business Associate will ensure that any workforce member or agent, including a vendor or subcontractor, whom Business Associate engages to create, receive, maintain, or transmit PHI on Business Associates’ behalf, agrees to implement reasonable and appropriate safeguards to ensure the confidentiality, integrity, and availability of the PHI. f) At the request of Covered Entity, Business Associate will provide Covered Entity, or as directed by Covered Entity, an Individual, access to PHI maintained in a Designated Record Set in a time and manner that is sufficient to meet the requirements of 45 CFR § 164.524, and, where required by HIPAA, shall make such information available in an electronic format where directed by the Covered Entity. g) At the written request of Covered Entity, (or if so directed by Covered Entity, at the written request of an Individual), Business Associate agrees to make any amendment to PHI in a Designated Record Set, in a time and manner that is sufficient to meet the requirements of 45 CFR § 164.526. h) In accordance with 45 CFR §164.504(e)(2), Business Associate agrees to make its internal practices, books, and records, including policies and procedures, and any PHI, relating to the use and disclosure of PHI, available to Covered Entity or to the Secretary for purposes of determining compliance with applicable law. To the extent permitted by law, said disclosures shall be held in strictest confidence by the Covered Entity. Business Associate will provide such access in a time and manner that is sufficient to meet any applicable requirements of applicable law. i) Business Associate agrees to document and maintain a record of disclosures of PHI and information related to such disclosures, including the date, recipient and purpose of such disclosures, in a manner that is sufficient for Covered Entity or Business Associate to respond to a request by Covered Entity or an Individual for an Accounting of disclosures of PHI and in accordance with 45 CFR § 164.528. Business Associate further shall provide any additional information where required by HIPAA and any implementing regulations. Unless otherwise provided under HIPAA, Business Associate will maintain the Accounting with respect to each disclosure for at least six years following the date of the disclosure. j) Business Associate agrees to provide to Covered Entity upon written request, or, as directed by Covered Entity, to an Individual, an Accounting of disclosures in a time and manner that is sufficient to meet the requirements of HIPAA, in accordance with 45 CFR §164.528. In addition, where Business Associate is contacted directly by an Individual based upon information provided to the Individual by Covered Entity and where so required by Appendix E - Business Associate Agreement 32 HIPAA and/or any implementing regulations, Business Associate shall make such Accounting available directly to the Individual. k) In accordance with 45 CFR §164.502(b), Business Associate agrees to make reasonable efforts to limit use, disclosure, and/or requests for PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request. Where required by HIPAA, Business Associate shall determine (in its reasonable judgment) what constitutes the minimum necessary to accomplish the intended purpose of a disclosure. l) In accordance with 45 CFR §502(a)(5), Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI of an Individual, except with the express written pre-approval of Covered Entity. m) To the extent Business Associate is to carry out one or more of the Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s). n) In accordance with 45 CFR §164.314(a)(1)(i)(C), Business Associate agrees to promptly report to Covered Entity any Security Incident of which Business Associate becomes aware. o) In accordance with 45 CFR §164.410 and the provisions of this Business Associate Agreement, Business Associate will report to Covered Entity, following Discovery and without unreasonable delay, but in no event later than five business days following Discovery, any Breach of Unsecured Protected Health Information. Business Associate shall cooperate with Covered Entity in investigating the Breach and in meeting Covered Entity’s obligations under HIPAA and any other applicable security breach notification laws, including but not limited to providing Covered Entity with such information in addition to Business Associate’s report as Covered Entity may reasonably request, e.g., for purposes of Covered Entity making an assessment as to whether/what Breach Notification is required. Business Associate’s report under this subsection shall, to the extent available at the time the initial report is required, or as promptly thereafter as such information becomes available but no later than 30 days from discovery, include: 1. The identification (if known) of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such Breach; 2. A description of the nature of the unauthorized acquisition, access, use, or disclosure, including the date of the Breach and the date of discovery of the Breach; 3. A description of the type of Unsecured PHI acquired, accessed, used or disclosed in the Breach (e.g., full name, Social Security number, date of birth, etc.); Appendix E - Business Associate Agreement 33 4. The identity of the individual(s) who made and who received the unauthorized acquisition, access, use or disclosure; 5. A description of what Business Associate is doing to investigate the Breach, to mitigate losses, and to protect against any further breaches; and 6. Contact information for Business Associate’s representatives knowledgeable about the Breach. p) Business Associate shall maintain for a period of six years all information required to be reported under paragraph "o". This records retention requirement does not in any manner change the obligation to timely disclose all required information relating to a non-permitted acquisition, access, use or disclosure of Protected Health Information to APS Privacy Officer and APS Project Officer or designee five business days following Discovery. 3) Permitted Uses and Disclosures by Business Associate Except as otherwise limited in this Business Associate Agreement, Business Associate may use or disclose PHI, consistent with HIPAA, as follows: a) Business Associate may use or disclose PHI as necessary to perform functions, activities, or services to or on behalf of Covered Entity under any service agreement(s) with Covered Entity, including Data Aggregation services related to the health care operations of Covered Entity, if called for in the Underlying Agreement, if Business Associate’s use or disclosure of PHI would not violate HIPAA if done by Covered Entity. b) Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. c) Business Associate may disclose PHI for the proper management and administration of Business Associate if: 1. Disclosure is Required By Law; 2. Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that the PHI will remain confidential, and will be used or further disclosed only as Required By Law or for the purpose for which it was disclosed, and the person agrees to promptly notify Business Associate of any known breaches of the PHI’s confidentiality; or 3. Disclosure is pursuant to an order of a Court or Agency having jurisdiction over said information. d) Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR § 164.502(j)(1). Appendix E - Business Associate Agreement 34 4) Obligations of Covered Entity a) Covered Entity will notify Business Associate of any limitations on uses or disclosures described in its notice of privacy practices (NOPP). b) Covered Entity will notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes or revocation may affect Business Associate's use or disclosure of PHI. c) Covered Entity will notify Business Associate of any restriction of the use or disclosure of PHI, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. d) Covered Entity will notify Business Associate of any alternative means or locations for receipt of communications by an Individual which must be accommodated or permitted by Covered Entity, to the extent that such alternative means or locations may affect Business Associate’s use or disclosure of PHI. e) Except as otherwise provided in this Business Associate Agreement, Covered Entity will not ask Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if such use and/or disclosure was made by Covered Entity. 5) Term, Termination and Breach a) This Business Associate Agreement is effective when fully executed and will terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, including any material provided to subcontractors. If it is infeasible to return or destroy all PHI, protections are extended to such information, in accordance with the Section 5(d) and 5(e) below. b) Upon Covered Entity’s determination that Business Associate has committed a violation or material breach of this Business Associate Agreement, and in Covered Entity's sole discretion, Covered Entity may take any one or more of the following steps: 1. Provide an opportunity for Business Associate to cure the breach or end the violation, and if Business Associate does not cure the Breach or end the violation within a reasonable time specified by Covered Entity, terminate this Business Associate Agreement; 2. Immediately terminate this Business Associate Agreement if Business Associate has committed a material breach of this Business Associate Agreement and cure of the material breach is not feasible; or, 3. If neither termination nor cure is feasible, elect to continue this Business Associate Agreement and report the violation or material breach to the Secretary. Appendix E - Business Associate Agreement 35 c) If Business Associate believes Covered Entity has failed to fulfill any of its duties under this Business Associate Agreement, Business Associate will promptly notify Covered Entity as to same and Covered Entity shall promptly address the matter with Business Associate. d) Except as provided in Section 5(e) upon termination of this Business Associate Agreement for any reason, Business Associate will return or destroy, at the discretion of Covered Entity, all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity. This provision will also apply to PHI that is in the possession of workforce members, subcontractors, or agents of Business Associate. Neither Business Associate, nor any workforce member, subcontractor, or agent of Business Associate, will retain copies of the PHI. e) If Business Associate determines that returning or destroying all or part of the PHI received or created by and/or on behalf of Covered Entity is not feasible, Business Associate will notify Covered Entity of the circumstances making return or destruction infeasible. If Covered Entity agrees that return or destruction is infeasible, then Business Associate will extend the protections of this Business Associate Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. Business Associate further agrees to retain the minimum necessary PHI to accomplish those tasks/responsibilities which make return and/or destruction infeasible. 6) Miscellaneous a) Covered Entity and Business Associate agree to take any action necessary to amend this Business Associate Agreement from time to time as may be necessary for Covered Entity or Business Associate to comply with the requirements of HIPAA, and/or any other implementing regulations or guidance. b) Notwithstanding the expiration or termination of this Business Associate Agreement or any Underlying Agreement, it is acknowledged and agreed that those rights and obligations of Business Associate which by their nature are intended to survive such expiration or termination shall survive, including but not limited to Sections 5(d) and 5(e) herein. c) In the event the terms of this Business Associate Agreement conflict with the terms of any other agreement between Covered Entity and Business Associate or the Underlying Agreement, then the terms of this Business Associate Agreement shall control. d) Notices and requests provided for under this Business Associate Agreement will be made in writing to Covered Entity, delivered by hand-delivery, overnight mail or first-class mail, postage prepaid at: (1) Mr. Dashan Turner Assistant Superintendent, Human Resources Arlington Public Schools Privacy Officer 2110 Washington Blvd. Arlington, Virginia 22204 Appendix E - Business Associate Agreement 36 (2) Kenneth M. Goleski Assistant Division Counsel Arlington Public Schools 2110 Washington Blvd. Arlington, Virginia 22204 (3) Brianna Cobbins Director, Office of