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Exhibit 1 -- Technical ProposalBid Event # EVT0005939

Medicare Advantage Plan RFP (2019, 2020, 2021 Plan Years) of 65

SECTION IRegistration, Event Notice and Acknowledgement of Addenda

The Event Document as posted on the Division of Purchases web site and the acknowledgement of addenda posted for the bid event must be submitted as part of Section I of the Technical proposal.

Vendors may also submit an executive summary not to exceed two pages, explaining why they feel they are the best option for the State Employee Health Plan (SEHP).

The State of Kansas implemented a PeopleSoft Financial Management System (named SMART) in July 2010. In order to submit a response to any bid event, a vendor must be registered in SMART. It is very important for you to register your business with Procurement and Contracts, for the following reasons:

To bid on events, registered bidders must be invited in SMART by the Procurement Officer 24 hours BEFORE the bid closes.

If invited, registered bidders will be able to receive bid event documents via e-mail. If not invited by the Procurement Officer, registered bidders will still receive notification of bid events

based on their category code registration.

Registration may be accomplished by:

1. Identifying the category codes you would like to be associated with your bidder record. This should be completed prior to completing the bidders registration.

A full list of category codes is available at: http://www.da.ks.gov/purch/SMARTCategoryCodes.xls Note that this is a large file (5mb). It may be beneficial to identify the applicable category codes prior to beginning the registration process. The State uses the UNSPSC category code system which includes over 40,000 codes. For ease of identifying codes that may apply to your business, you may search this document by selecting Ctrl+F on your keyboard, then typing key words that may apply to your business. If you find no results, select a different key word. For example, vehicles are listed under automobiles or cars.

2. Completing the form on the following website (to include the category codes that you have selected) http://admin.ks.gov/offices/procurement-and-contracts/bidder-registration

3. Submitting a completed W-9 Form.E-mail a copy of your signed and dated W-9 Form (with a signature no more than six (6) months old) to [email protected] or fax it to 785-296-7240. Your bidder registration will NOT be processed until we have the W-9 Form. You may download a copy of the current W-9 Form at the IRS website: http://www.irs.gov/pub/irs-pdf/fw9.pdf

Please do not submit another application once you have registered. If you need to make changes to your bidder record (i.e. changes to contact information, address changes, add/delete commodity codes, etc.) please email those changes to [email protected]. Please include your company name and taxpayer identification number to assure that the correct record is updated.

After your application has been processed, you will receive an email confirming that your application has been approved. If you have any questions regarding the bidder application, please call: 785-296-2376

mailto:[email protected]

http://www.irs.gov/pub/irs-pdf/fw9.pdf


http://www.da.ks.gov/purch/SMARTCategoryCodes.xls



SIGNATURE SHEET

Item: Medicare Advantage for the SEHP Medical PlansClosing Date: 2:00 PM Central Time, August 14, 2018Agency: Kansas State Employees Health Care Commission

Certification of Capabilities:By submission of a bid and the signatures affixed thereto, the bidder certifies all products and services proposed in the bid meet or exceed all requirements of this specification as set forth in the request and that all exceptions are clearly identified.

Conflict of Interest:I hereby certify that I (we) do not have any substantial conflict of interest sufficient to influence the bidding process on this bid. A conflict of substantial interest is one which a reasonable person would think would compromise the open competitive bid process.

Addendums to the RFP: The undersigned acknowledges receipt of the following addenda:

#1( ) #2( ) #3( ) None ( )

Legal Name of Person, Firm or Corporation

Mailing Address City & State Zip

Toll Free Telephone Local Cell: Fax

Tax Number E-Mail

Signature Date

Typed Name Title

In the event the contact for the bidding process is different from above, indicate contact information below.

Bidding Process Contact Name



E-Mail

Back-up Contact Name





E-Mail

If awarded a contract and purchase orders are to be directed to an address other than above, indicate mailing address and telephone number below.



E-Mail



VENDOR CONTACT INFORMATION

To facilitate the Request for Proposal (bid event) process, we ask that each Vendor designate a main contact person as well as an alternate contact should the main contact be unavailable. Please complete the following regarding that designated persons. The State has designated contact information listed in this document.

Primary Contact: ____________________________________________

Title: ______________________________________________________

Address: ___________________________________________________

___________________________________________________

Phone Number: ________________ Fax Number: _________________

Email Address: ______________________________________________

Alternate Contact: ___________________________________________

Title: ______________________________________________________

Address: ___________________________________________________ ___________________________________________________

Phone Number: ________________ Fax Number: _________________

Email Address: ______________________________________________



TAX CLEARANCEThe Health Care Commission in process of procurement per K. S. A. 75-6504, requests the Director of Purchases to review tax clearance status of all Contractors. Per KSA 75-3740-(c), the Director of Purchases may reject the bid of any bidder who is in arrears on taxes due the State of Kansas. The Division of Purchases will confirm tax status of all potential Vendors and subcontractors prior to the release of a purchase order or contract award. The State of Kansas reserves the right to allow a bidder an opportunity to clear tax status within ten (10) calendar days, or to proceed with award to the next lowest responsive bidder, whichever is determined by the Director of Purchases to be in the best interest of the State. The Secretary of Revenue is authorized to exchange such information with the Director of Purchases as is necessary to determine the bidder’s tax clearance status, notwithstanding any other provision of law prohibiting disclosure of the contents of taxpayer records or information.

Instructions on how to check Tax Clearance Status can be found at the following website: http://www.ksrevenue.org/taxclearance.htm

Information about Tax Registration can be found at the following website: http: //www.ksrevenue.org/busregistration.htm

http://www.ksrevenue.org/busregistration.htm

http://www.ksrevenue.org/taxclearance.htm



CERTIFICATION REGARDINGIMMIGRATION REFORM & CONTROL

All Contractors are expected to comply with the Immigration and Reform Control Act of 1986 (IRCA), as may be amended from time to time. This Act, with certain limitations, requires the verification of the employment status of all individuals who were hired on or after November 6, 1986, by the Contractor as well as any subcontractor or sub-subcontractor. The usual method of verification is through the Employment Verification (I-9) Form. With the submission of this bid, the Contractor hereby certifies without exception that Contractor has complied with all federal and state laws relating to immigration and reform. Any misrepresentation in this regard or any employment of persons not authorized to work in the United States constitutes a material breach and, at the State’s option, may subject the contract to termination and any applicable damages.

Contractor certifies that, should it be awarded a contract by the State, Contractor will comply with all applicable federal and state laws, standards, orders and regulations affecting a person’s participation and eligibility in any program or activity undertaken by the Contractor pursuant to this contract. Contractor further certifies that it will remain in compliance throughout the term of the contract.

At the State’s request, Contractor is expected to produce to the State any documentation or other such evidence to verify Contractor’s compliance with any provision, duty, certification, or the like under the contract.

Contractor agrees to include this Certification in contracts between itself and any subcontractors in connection with the services performed under this contract.

____________________________________________ ______________________Signature, Title of Contractor Date



Policy Regarding Sexual Harassment

WHEREAS, sexual harassment and retaliation for sexual harassment claims are unacceptable forms of discrimination that must not be tolerated in the workplace; andWHEREAS, state and federal employment discrimination laws prohibit sexual harassment and retaliation in the workplace; andWHEREAS, officers and employees of the State of Kansas are entitled to working conditions that are free from sexual harassment, discrimination, and retaliation; andWHEREAS, the Governor and all officers and employees of the State of Kansas should seek to foster a culture that does not tolerate sexual harassment, retaliation, and unlawful discrimination.NOW THEREFORE, pursuant to the authority vested in me as Governor of the State of Kansas, I hereby order as follows:

1. All Executive Branch department and agency heads shall have available, and shall regularly review and update at least every three years or more frequently as necessary, their sexual harassment, discrimination, and retaliation policies. Such policies shall include components for confidentiality and anonymous reporting, applicability to intern positions, and training policies.

2. All Executive Branch department and agency heads shall ensure that their employees, interns, and contractors have been notified of the state’s policy against sexual harassment, discrimination, or retaliation, and shall further ensure that such persons are aware of the procedures for submitting a complaint of sexual harassment, discrimination, or retaliation, including an anonymous complaint.

3. Executive Branch departments and agencies shall annually require training seminars regarding the policy against sexual harassment, discrimination, or retaliation. All employees shall complete their initial training session pursuant to this order by the end of the current fiscal year.

4. Within ninety (90) days of this order, all Executive Branch employees, interns, and contractors under the jurisdiction of the Office of the Governor shall be provided a written copy of the policy against sexual harassment, discrimination, and retaliation, and they shall execute a document agreeing and acknowledging that they are aware of and will comply with the policy against sexual harassment, discrimination, and retaliation.

5. Matters involving any elected official, department or agency head, or any appointee of the Governor may be investigated by independent legal counsel.

6. The Office of the Governor will require annual mandatory training seminars for all staff, employees, and interns in the office regarding the policy against sexual harassment, discrimination, and retaliation, and shall maintain a record of attendance.

7. Allegations of sexual harassment, discrimination, or retaliation within the Office of the Governor will be investigated promptly, and violations of law or policy shall constitute grounds for disciplinary action, including dismissal.

8. This Order is intended to supplement existing laws and regulations concerning sexual harassment and discrimination, and shall not be interpreted to in any way diminish such laws and regulations. The Order provides conduct requirements for covered persons, and is not intended to create any new right or benefit enforceable against the State of Kansas.

9. Persons seeking to report violations of this Order, or guidance regarding the application or interpretation of this Order, may contact the Office of the Governor regarding such matters.



Agreement to Comply with the Policy Against Sexual Harassment, Discrimination, and Retaliation.

I hereby acknowledge that I have received a copy of the State of Kansas Policy Against Sexual Harassment, Discrimination, and Retaliation established by Executive Order 18-04 and agree to comply with the provisions of this policy.

____________________________________ ___________________________________ Signature and Date Printed Name



CERTIFICATION OF COMPANYNOT CURRENTLY ENGAGED IN A BOYCOTT OF GOODS or SERVICES FROM ISRAEL

In accordance with HB 2482, 2018 Legislative Session, the State of Kansas shall not enter into a contract with a Company to acquire or dispose of goods or services with an aggregate price of more than $100,000, unless such Company submits a written certification that such Company is not currently engaged in a boycott of goods or services from Israel that constitutes an integral part of business conducted or sought to be conducted with the State.

As a Contractor entering into a contract with the State of Kansas, it is hereby certified that the Company listed below is not currently engaged in a boycott of Israel as set forth in HB 2482, 2018 Legislature.

____________________________________________ ______________________Signature, Title of Contractor Date

____________________________________________Printed

____________________________________________Name of Company



COMPLIANCE WITH THE

"PILOT PROGRAM FOR ENHANCEMENT OF CONTRACTOR EMPLOYEE WHISTLEBLOWER PROTECTIONS"

Congress has enacted a law, found at 41 U.S.C. 4712, that encourage employees to report fraud, waste, and abuse. This law applies to all employees working for contractors, grantees, subcontractors and subgrantees on federal grants and contracts [for the pi.µpose of this document, "Recipient of Funds"]. The National Defense Authorization Act (NDAA) for Fiscal Year 2013 (Pub. L. 112-239, enacted January 2, 2013) mandates a pilot program entitled, "PILOT PROGRAM FOR ENHANCEMENT OF CONTRACTOR EMPLOYEE WHISTLEBLOWER PROTECTIONS".

This program requires all grantees, their subgrantees and subcontractors to: Inform their employees working on any Federal award they are subject to the

whistleblower rights and remedies of the pilot program; Inform their employees in writing of employee whistleblower protections under 41

U.S.C. 4712 in the predominant native language of the workforce; and, Contractors and grantees will include such requirements in any agreement made with a

subcontractor or subgrantee.Employees of a contractor, subcontractor, grantee [or subgrantee] may not be discharged, demoted, or otherwise discriminated against as reprisal for "whistleblowing." In addition, whistleblower protections cannot be waived by any agreement, policy, form or condition of employment.Whistleblowing is defined as making a disclosure "that the employee reasonably believes is evidence of any of the following:

Gross mismanagement of a federal contract or grant; A gross waste of federal funds; An abuse of authority relating to a federal contract or grant; A substantial and specific danger to public health or safety; or, A violation of law, rule, or regulation related to a federal contract or grant (including the

competition for, or negotiation of, a contract or grant).To qualify under the statute, the employee's disclosure must be made to:

A Member of Congress or a representative of a Congressional committee; An Inspector General;

The Government Accountability Office; A federal employee responsible for contract or grant oversight or

management at the relevant agency; An official from the Department of Justice, or other law enforcement agency;

A court or grand jury; or, A management official or other employee of the contractor, subcontractor, grantee,

or subgrantee who has the responsibility to investigate, discover, or address misconduct.

The requirement to comply with, and inform all employees of, the "Pilot Program for Enhancement of Contractor Employee Whistleblower Protections" is in effect for all grants contracts, subgrants, and subcontracts through January l, 2017.The Recipient of Funds acknowledges that as a condition of receiving funds, it has complied with the terms of the "PILOT PROGRAM FOR ENHANCEMENT OF CONTRACTOR EMPLOYEE WHISTLEBLOWER PROTECTIONS", and has informed its employees in writing and in the predominant native language of the workforce, that by working on any Federal award, the employees are subject to the whistleblower rights and remedies of the pilot program.



NON-DEBARMENT CERTIFICATION AND WARRANTY

The Recipient of Funds acknowledges that KDHE is required to verify that any person or entity receiving funds has not been suspended, debarred or otherwise excluded from receiving federal funds. Verification may be accomplished by 1) checking the System for Award Management (SAM) at www.sam.gov; 2) obtaining a certification from the entity; or 3) by adding a clause or condition to the transaction.The Recipient of Funds, as a condition of receiving funds, certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency, or by any department or agency of the State of Kansas.

_________________________________________________Authorized Signature of Vendor

_________________________________________________Printed Name of Signatory

_________________________________________________ Title

_________________________________________________Date



Kansas Open Records Act (KORA)This bid process will follow Kansas law, including the Kansas Open Records Act (KORA), K.S.A. 45-215 et

seq., Per K.S.A. 45-217, “public records” include any information held by a state agency. As outlined in 1.14 of

the instructions for the bid document included with the RFP and in compliance with guidance from the Kansas

Department on Administration, (SEHP / HCC) will consider all documents included with any submitted

proposals as “public records” and subject to release under KORA.

SEHP will apply two limited exceptions. First, submitted materials will not be released while the bid process is

ongoing. This exception ends for all bidders once a contract award is made and the vendor contract is signed.

Second, the information that is specifically responsive to the questions stated in Exhibit 3 of the RFP will be

considered confidential and destroyed upon the award of a contract. After destruction of the Exhibit 3

responses, the remaining technical and cost proposal materials will be treated as public records and available

under KORA.

Please confirm your understanding that your entire bid will be open and subject to KORA except for the exceptions noted above. If this is not acceptable, please do not submit your bid.

ACKNOWLEDGE AND ACCEPT

I hereby acknowledge that I have read the KORA requirements above and comply with the provisions of this policy.

_________________________________________________Authorized Signature of Vendor _________________________________________________Date



SECTION IIVendor Qualifications

Please do not repeat your answers. If you have described a program/service or other content and it applies to multiple questions, simply refer us to the prior description.

2.1 Provide a brief history of your organization including: date established; ownership (public, partnership, subsidiary, etc.) nature of business and any additional programs/products offered in addition to the health benefit programs proposed; licenses and certifications held; awards earned.

Answer:2.2 Is your organization part of a national or regional organization? If yes, provide the

corporation’s name and address. Describe how this relationship impacts your corporate operation and delivery of services.

Answer:2.3 Is your company affiliated with any other company? If so, describe these affiliate

relationships. Answer:2.4 Are you proposing to outsource any part of this contract? If so, indicate to whom and

where they are located. Disclose any services under this RFP that are to be provided by workers outside of the United States.

Answer:2.5 Describe the number and nature of personnel, full and part time, assigned to this project

by function and job title. If awarded a contract, indicate who within your organization will be assigned responsibility to manage or service the State account. Provide a brief bio about each person who will be assigned responsibility for the State account including their education and work experience, years with the company and areas of specialization, if any. Verify that persons to be assigned to implementation and account management will be part of any interview team.

Answer:2.6 Provide an organizational chart for the company. Provide a unit chart, including

telephone numbers of the group to be assigned responsibility for this contract, if awarded. Describe the escalation procedures and points of contact for each level and individual.

Answer:2.7 Describe any staff relocations, computer systems changes/upgrades, program changes

or telephone system changes that have occurred within the past twelve (12) months. What is the status of these projects? Do you anticipate any additional changes in your organizational or operational structure within the next 12-24 months? If so, elaborate.

Answer:2.8 Describe your account management approach during implementation, ongoing

administration and for problem resolution.Answer:2.9 The Vendor is required to submit with the proposal written certification and authorization

from the parent, affiliate, subsidiary or subcontractor, granting the State and/or Federal government the right to examine any directly pertinent books, documents, papers and records involving transactions related to the contract if there is a reasonable probability that the Vendor is or will be associated with any other organization either formally or informally, in supplying any service or furnishing any supplies or equipment to the Vendor which would relate to the performance of this contract.



Answer:2.10 Provide references from three current clients (implementation within the past 3 years, if

possible) to whom you are or have provided similar services proposed in this RFP. Public sector clients are preferred. Also preferred would be clients who have worked with the person to be assigned to this account. Information should include:

Company Name Contact Person Address Phone number Email Services provided Date enrolled

Answer:2.11 Provide references from three former clients (within last 3 years) to have provided

similar services proposed in this RFP. Public sector clients are preferred. Also preferred would be former clients who have worked with the person to be assigned to this account. Information should include:

Company Name Contact Person Address Phone number Email Services provided Reason for and date of termination

Answer:2.12 What is the annual turnover rate by year for the past five (5) years for each of the

following units: Customer Service Claims Staff

Answer:2.13 Provide a list of all your state and local government clients for this type of product.Answer:




I have reviewed the Vendor Qualifications section of the Request for Proposal and acknowledge that the document shall become part of the final contract. I hereby acknowledge and accept all of the provisions, requirements, and conditions stated in this section of Request for Proposal, subject to the modifications, conditions and limitations I have listed below.

_________________________________________________Authorized Signature of Vendor


_________________________________________________ Title

_________________________________________________Date



SECTION IIIDA146a, Contract, BAA

Contractors are expected to closely read the sample contract, BAA and DA-146 and provide a binding signature of intent to comply with such terms and conditions. These provisions are a standard part of all State Employee Health Plan contracts. The SEHP is not obligated to negotiate these provisions and reserves the right to accept or reject any bid that has made revisions or modifications in this required language. Any requested modifications to these documents must be submitted in red-line format with the bid response. The DA-146 Is required on all State of Kansas Contracts. All Contractors are required to agree to these provisions and any modifications will result in the rejection of your bid. NO modifications are allowed.

Bidders agree by submitting a proposal in response to this RFP, the SEHP will draft the contract, including the HIPAA Confidentiality Agreement or Business Associate Agreement (BAA) as appropriate. Any negotiations regarding the contract and BAA documents will occur prior to the contract award. Once a contract is awarded, the State will draft the contract and the vendor is expected to sign it within 10 business days.

Note: If no edits are requested to the contract or BAA documents, please return the document marked “no edits required”

Acceptance of DA146a Is required on all State of Kansas Contracts. NO modifications are allowed.

Acceptance of DA146a The DA-146 is required on all State of Kansas Contracts. All Contractors are required to agree to these provisions and any modifications will result in the rejection of your bid. NO modifications are allowed.



DA – 146aDA-146a (Rev. 06-12)State of Kansas

CONTRACTUAL PROVISIONS ATTACHMENT

Important: This form contains mandatory contract provisions and must be attached to or incorporated in all copies of any contractual agreement. If it is attached to the vendor/contractor's standard contract form, then that form must be altered to contain the following provision:

"The Provisions found in Contractual Provisions Attachment (Form DA-146a, Rev. 06-12), which is attached hereto, are hereby incorporated in this contract and made a part thereof."

The parties agree that the following provisions are hereby incorporated into the contract to which it is attached and made a part thereof, said contract being the _____ day of ____________________, 20_____.

1. Terms Herein Controlling Provisions: It is expressly agreed that the terms of each and every provision in this attachment shall prevail and control over the terms of any other conflicting provision in any other document relating to and a part of the contract in which this attachment is incorporated. Any terms that conflict or could be interpreted to conflict with this attachment are nullified.

2. Kansas Law and Venue : This contract shall be subject to, governed by, and construed according to the laws of the State of Kansas, and jurisdiction and venue of any suit in connection with this contract shall reside only in courts located in the State of Kansas.

3. Termination Due To Lack Of Funding Appropriation: If, in the judgment of the Director of Accounts and Reports, Department of Administration, sufficient funds are not appropriated to continue the function performed in this agreement and for the payment of the charges hereunder, State may terminate this agreement at the end of its current fiscal year. State agrees to give written notice of termination to contractor at least 30 days prior to the end of its current fiscal year, and shall give such notice for a greater period prior to the end of such fiscal year as may be provided in this contract, except that such notice shall not be required prior to 90 days before the end of such fiscal year. Contractor shall have the right, at the end of such fiscal year, to take possession of any equipment provided State under the contract. State will pay to the contractor all regular contractual payments incurred through the end of such fiscal year, plus contractual charges incidental to the return of any such equipment. Upon termination of the agreement by State, title to any such equipment shall revert to contractor at the end of the State's current fiscal year. The termination of the contract pursuant to this paragraph shall not cause any penalty to be charged to the agency or the contractor.

4. Disclaimer Of Liability: No provision of this contract will be given effect that attempts to require the State of Kansas or its agencies to defend, hold harmless, or indemnify any contractor or third party for any acts or omissions. The liability of the State of Kansas is defined under the Kansas Tort Claims Act (K.S.A. 75-6101 et seq.).



5. Anti-Discrimination Clause: The contractor agrees: (a) to comply with the Kansas Act Against Discrimination (K.S.A. 44-1001 et seq.) and the Kansas Age Discrimination in Employment Act (K.S.A. 44-1111 et seq.) and the applicable provisions of the Americans With Disabilities Act (42 U.S.C. 12101 et seq.) (ADA) and to not discriminate against any person because of race, religion, color, sex, disability, national origin or ancestry, or age in the admission or access to, or treatment or employment in, its programs or activities; (b) to include in all solicitations or advertisements for employees, the phrase "equal opportunity employer"; (c) to comply with the reporting requirements set out at K.S.A. 44-1031 and K.S.A. 44-1116; (d) to include those provisions in every subcontract or purchase order so that they are binding upon such subcontractor or vendor; (e) that a failure to comply with the reporting requirements of (c) above or if the contractor is found guilty of any violation of such acts by the Kansas Human Rights Commission, such violation shall constitute a breach of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by the contracting state agency or the Kansas Department of Administration; (f) if it is determined that the contractor has violated applicable provisions of ADA, such violation shall constitute a breach of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by the contracting state agency or the Kansas Department of Administration.

Contractor agrees to comply with all applicable state and federal anti-discrimination laws.

The provisions of this paragraph number 5 (with the exception of those provisions relating to the ADA) are not applicable to a contractor who employs fewer than four employees during the term of such contract or whose contracts with the contracting State agency cumulatively total $5,000 or less during the fiscal year of such agency.

6. Acceptance Of Contract: This contract shall not be considered accepted, approved or otherwise effective until the statutorily required approvals and certifications have been given.

7. Arbitration, Damages, Warranties: Notwithstanding any language to the contrary, no interpretation of this contract shall find that the State or its agencies have agreed to binding arbitration, or the payment of damages or penalties. Further, the State of Kansas and its agencies do not agree to pay attorney fees, costs, or late payment charges beyond those available under the Kansas Prompt Payment Act (K.S.A. 75-6403), and no provision will be given effect that attempts to exclude, modify, disclaim or otherwise attempt to limit any damages available to the State of Kansas or its agencies at law, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

8. Representative's Authority To Contract: By signing this contract, the representative of the contractor thereby represents that such person is duly authorized by the contractor to execute this contract on behalf of the contractor and that the contractor agrees to be bound by the provisions thereof.

9. Responsibility For Taxes: The State of Kansas and its agencies shall not be responsible for, nor indemnify a contractor for, any federal, state or local taxes which may be imposed or levied upon the subject matter of this contract.

10. Insurance: The State of Kansas and its agencies shall not be required to purchase any insurance against loss or damage to property or any other subject matter relating to this contract, nor shall this contract require them to establish a "self-insurance" fund to protect against any such loss or damage. Subject to the



provisions of the Kansas Tort Claims Act (K.S.A. 75-6101 et seq.), the contractor shall bear the risk of any loss or damage to any property in which the contractor holds title.

11. Information: No provision of this contract shall be construed as limiting the Legislative Division of Post Audit from having access to information pursuant to K.S.A. 46-1101 et seq.

12. The Eleventh Amendment: "The Eleventh Amendment is an inherent and incumbent protection with the State of Kansas and need not be reserved, but prudence requires the State to reiterate that nothing related to this contract shall be deemed a waiver of the Eleventh Amendment."

13. Campaign Contributions / Lobbying: Funds provided through a grant award or contract shall not be given or received in exchange for the making of a campaign contribution. No part of the funds provided through this contract shall be used to influence or attempt to influence an officer or employee of any State of Kansas agency or a member of the Legislature regarding any pending legislation or the awarding, extension, continuation, renewal, amendment or modification of any government contract, grant, loan, or cooperative agreement.


The DA146a has been reviewed by me and shall become part of the final contract. I hereby acknowledge and accept all of the provisions, requirements, and conditions stated in this document.

_________________________________________________Authorized Signature of Contractor


_________________________________________________ Title

_________________________________________________Date



Redline Copy of the Sample Contract Note: If no edits are requested to this document, please return the document marked “no edits required”

CONTRACT TO PROVIDE______________________________________

FOR THE KANSAS STATE EMPLOYEE HEALTH PLAN FOR2019, 2020, and 2021

THIS CONTRACT is made and entered into this ______ day of _____________, 20_____, by and between the Kansas State Employees Health Care Commission (hereinafter referred to as “HCC”) and _________________________________ (hereinafter referred to as “Contractor”).

WHEREAS, the HCC wishes to provide _________________ for the self-funded Kansas State Employee Health Plan (hereinafter referred to as “Plan”);

WHEREAS, the State Employee Health Plan Staff within the Kansas Department of Health and Environment, Division of Health Care Finance (hereinafter referred to as “SEHP”) has been designated by the HCC to direct the day-to-day operations of the Plan;

WHEREAS, Contractor is a company holding itself out as having expertise in __________________________________ and desires to provide its services and expertise to the HCC; and,

WHEREAS, it has been determined by the HCC that the best interest of the HCC will be served by awarding a contract to Contractor to provide these services.

THEREFORE, in consideration of the mutual agreements contained below, the HCC and Contractor agree as follows:

1. Acceptance: Subject to the terms and conditions of this Contract, the HCC hereby accepts the offer of Contractor as expressed by:

a. Contractor’s Response to Request for Proposal #_______; b. Contractor’s technical proposal; and, c. Contractor’s Response to Request for Proposal #_______ involving pricing, as set forth in

Exhibit A, submitted to the HCC in response to Request for Proposal #_______ (hereinafter referred to as “RFP”).

2. Contract Documents: A. This Contract consists of the following documents, incorporated herein by direct or indirect

reference and in the following precedential order:(1) The DA146a;(2) The Business Associate Agreement;(3) The terms of this Contract; (4) The Addenda to the RFP, if any;(5) The RFP, which includes all Exhibits and Attachments; and(6) The Contractor’s Technical and Cost Proposal(s), including pricing schedules and

clarifications.

B. In the event of a conflict between or among the terms of the Contract Documents, the term in the Contract Document with the highest precedence will prevail. For example, the DA146a will have the highest precedence in relation to the other listed documents.



C. The documents identified in Section 2.a above constitute the entire agreement between the

parties and supersede all prior oral or written statements or agreements.

3. Term : The term of this Contract shall be 3 years beginning on January 1, ___________ and ending on December 31, ___________.

4. Deliverables: Contractor will provide ___________________ as specified by this Contract and the documents noted in Section 2 above. Pursuant to the RFP and documents noted in Section 2 above, Contractor will:

a. ____________________________________________; b. __________________________________________; c. (as many as needed to describe deliverables);

5. Deliverable Options: Contractor may have provided several options of deliverables to the HCC for services under this Contract in the cost proposal. The HCC reserves the option to select or deselect any of the proposed deliverables contained within the cost proposal during the term of the Contract.

6. Fees: a. For services provided by the Contractor under this Contract, the payment to the Contractor shall

be based on the Contractor’s Best and Final Offer that was presented to and accepted by the HCC and documented by the documents noted in Section 2 of this Contract.

b. The HCC agrees to pay the amount billed by the Contractor that is in conformance with this Contract and fee schedule subject to subsections c and d below.

c. Payment will be made in response to a monthly receipt of an invoice setting forth the total monthly fees and any retroactive adjustments, credits or fees and transmitted by a mutually agreeable method to an address designated by the HCC.

d. Contractor shall also provide the HCC or its delegee, SEHP, the billing data specified by the RFP and/or documents noted in Section 2 of this Contract in a mutually agreeable electronic format. Payment will not be made to the Contractor until the electronic data is submitted in the agreed-upon format to and received by the HCC or its delegee, SEHP.

e. Payment will be made as soon as possible after the receipt of an invoice that meets the requirements of subsections b, c, and d above. The HCC will follow the Kansas Prompt Payment Act (K.S.A. 75-6401 et seq.).

7. Overpayment:

a. HCC assumes that the Contractor shall perform its duties and obligations under this Contract in a timely, careful and reasonable manner.

b. In the event of an overpayment of fees, Contractor shall indemnify the Plan. As used in this Contract, “overpayment” means any amount which has been mistakenly or wrongly paid from the Plan, including duplicate payments, mistaken payments, payments in excess of that actually owed, and any other amount not required to be paid under the terms of the Plan.

c. The HCC and Contractor will cooperate in efforts to recover overpayments when they are as a result of a third-party. Contractor shall not seek legal action against a Plan participant to collect



an overpayment without the HCC’s prior consent.

d. In the case of a dispute on an overpayment between the SEHP and Contractor, there should be an attempt to resolve the dispute by trying to reach an agreement. If the SEHP and Contractor cannot reach agreement, the dispute may be resolved through alternative dispute resolution. The intent is to resolve the dispute at the lowest level possible.

e. Contractor shall not be allowed to collect any overpayment due to its misapplication of the plan’s deductible, co-payment or co-insurance requirements unless it explains the reason for the overpayment in writing to the participant within a reasonable time after the date of service, but not to exceed 15 months after the date of service.

f. The provisions of this section will survive termination of this Contract.

8. Quality and Innovation: The HCC is interested in quality health care and innovative plan designs and projects. During the course of this Contract, the Contractor agrees to work with the HCC in the development, implementation, and evaluation of quality improvement projects and innovative plan designs or projects as authorized by the HCC. Contractors are encouraged to bring ideas on improving the quality of health care and innovative plan design ideas to the HCC for consideration. The HCC may negotiate with Contractors with regard to any expense related to or resulting from pursuit of these projects.

9. Reports: Contractor will work with the SEHP to develop meaningful management reports, making modifications to report structures and contents as necessary to meet the needs of the HCC and SEHP.

10. Retention of Records: a. Unless the HCC specifies in writing a shorter period of time, the Contractor agrees to preserve

and make available all of its books, documents, papers, records and other evidence involving transactions related to this Contract for a period of five (5) years from the date of the expiration or termination of this Contract.

b. Matters involving litigation shall be kept for one (1) year following the termination of litigation, including all appeals, if the litigation exceeds five (5) years.

c. The Contractor agrees that authorized federal and state representatives, including but not limited to, personnel of the using agency and independent auditors acting on behalf of state and/or federal agencies shall have access to and the right to examine records during the Contract period and during the five (5) year post-Contract period. Delivery of and access to the records shall be at no cost to the HCC.

d. State and/or federal law may require the retention of records for longer periods. In which case Contractor will follow applicable law.

11. Review and Hearings: The Contractor agrees to advise the HCC of the number and type of complaints made known to the Contractor for services provided under this Contract. The HCC has the discretion to require the Contractor to participate in any review, appeal, hearing, or litigation involving issues related to this Contract.



12. Solicitation of Members: The Contractor shall not use the names, home addresses or any other information obtained about participants of this plan for the purpose of offering for sale any property or services which are not directly related to services negotiated in this bid event without the express written consent of the HCC.

13. Performance Standards: Service performance standards set forth in the RFP establish expectations regarding certain areas of the Contract between Contractor and the HCC. These performance standards are designed to assure that all parties involved in providing services know what the standards are and that Contractor will provide guarantees based on these standards. Contractor accepts these standards as agreed upon in the RFP, attached hereto.

14. Acceptance of RFP Terms & Conditions: All proposals are subject to the terms and conditions outlined in the RFP. All responses will be controlled by such terms and conditions and the submission of other terms and conditions, price lists, catalogs, or other documents or exceptions as part of Contractor’s response are waived and have no effect either on the Request for Proposal or this Contract. By submitting an executed response, the Contractor specifically agreed to the conditions set forth in this paragraph.

15. Warranties: Contractor represents and warrants to the HCC that (a) services shall be rendered in a professional manner consistent with standards of professionals in Contractor’s industry; (b) services will be delivered in compliance with all standards and conditions presented by HCC to Contractor; and (c) Contractor is under no obligation or restriction, nor will it assume any obligation or restrictions that would in any way interfere or be inconsistent with the performance of the services.

16. Conflict Resolution: a. Intent: In the event that there is a dispute between the parties to this Contract, the intent of the

parties is to resolve the dispute at the earliest and lowest level possible. The lowest level would be a mutual agreement between the parties resolving the dispute. If the SEHP and Contractor cannot reach agreement, the dispute may be resolved through alternative dispute resolution. A last resort would be litigation in court.

b. HCC authority on deliverables: In the event the parties cannot mutually agree to a resolution of any controversies or claims between the parties regarding the provision of services and completion of deliverables, the HCC, at its sole discretion and judgment, will make the final determination as to whether deliverables have been satisfactorily completed or other services provided in accordance with the Contract.

c. Jurisdiction: i. Should legal proceedings be required between the parties as a result of this Contract,

the jurisdiction for the legal proceeding will be in the State of Kansas. If the venue would be a state court, the legal proceeding would be in the District Court of Shawnee County, Kansas. The United States District Court for the State of Kansas sitting in Topeka, Shawnee County, Kansas, would be the venue for any appropriate federal action or proceeding arising hereunder.



ii. Contractor waives all defenses of lack of personal jurisdiction and forum non conveniens to any legal matters that arise between the parties as a result of this Contract. Process may be served on Contractor in the manner authorized by applicable Kansas law or court rule.

d. Eleventh Amendment: The Eleventh Amendment of the United States Constitution is an inherent and incumbent protection held by the State of Kansas and need not be reserved, but prudence requires the HCC to reiterate that nothing related to this Contract shall be deemed a waiver by the HCC or SEHP of the protections accorded a state entity under the Eleventh Amendment.

17. Employment of Counsel and Resolution of Litigation and Legal Fees:a. In the event of litigation involving the services under this Contract not covered by Section 16

above and where the HCC, SEHP, State of Kansas, or the Contractor are named as a party to the litigation (“Litigation” hereafter), the HCC and Contractor each:

1. Reserve the right to select and retain counsel at its own expense to protect its interests;

2. Will promptly notify the other party to this Contract after learning of the Litigation;

3. Will cooperate fully by providing the other party with all non-confidential relevant information and documents within its control as requested; and

4. Will reasonably assist the other party in the defense of the Litigation.

b. In the event the HCC, the State of Kansas or any of its staff, or Contractor is the sole named defendant in Litigation related to the services provided under this Contract, such party shall have discretion to defend, settle, compromise or otherwise resolve such Litigation consistent with the terms of this Contract and of the SEHP. Such party shall keep the other party informed of the status of the Litigation and any decision to settle, compromise or otherwise resolve the Litigation shall be communicated to and discussed with the other party prior to any such settlement, compromise or other resolution.

c. In the event the HCC, the State of Kansas or any of its staff and Contractor are codefendants in Litigation, the parties will cooperate fully with each other to defend, settle, compromise or otherwise resolve such Litigation consistent with the terms of this Contract and the SEHP.

d. In the event any entity other than the HCC, the State of Kansas, any of its staff or Contractor, is named as a defendant in Litigation, the HCC can elect to defend, settle, compromise or otherwise resolve such Litigation with respect to those other entities consistent with the terms of this Contract and of the SEHP.

e. The provisions of this section will survive termination of this Contract.

18. Conformance with Law: Contractor shall comply with all applicable federal, state and local laws, rules and regulations as they exist or as they may be amended, including those not specifically mentioned in this Contract.

19. Contractor: The Contractor shall be deemed the sole source of contact for the Contract. Contractor shall include all subcontractors, subsidiaries, affiliates, partners and sister corporations, etc. Contractor



is solely responsible for all actions and work performed by other entities involved in performing work under this Contract. All terms, conditions and requirements of the Contract shall apply without qualification to any services and work performed on behalf of the Contractor under this Contract.

20. Kansas Open Records Act: The laws of the State of Kansas require public information be placed in the public domain at the conclusion of the selection process, and be available for examinations by all interested parties. Contractor acknowledges that its response to the RFP under this Contract is considered an open record under the Kansas Open Records Act, K.S.A. 45-215 et seq.

21. Banking: The Contractor shall not open a bank account in the name of the State of Kansas, the HCC, or the Kansas State Employee Health Plan. Any bank account that the Contractor opens for the administration of this program or under this Contract shall be in the name of the Contractor only and solely the responsibility of the Contractor.

22. Duty to Mitigate: The parties to this Contract acknowledge their duty to mitigate damages when appropriate and reasonable.

23. Electronic Accessibility Protocols: The State policy on accessibility standards can be found at: http://oits.ks.gov/kito/itec/Policies/itecitpolicy1210.htm . All web and print based services available to Plan Participants must be handicap accessible and meet the state accessibility policy.

24. Advertising: The Contractor will not use the award of a contract as part of any news release or commercial advertising without the HCC’s prior written permission.

25. Implied Requirements : All products and services not specifically mentioned in the RFP, response and this Contract, but which are necessary to provide the functional capabilities described by the specifications, shall be included.

26. Off-Shore Sourcing: If, during the term of the Contract, the Contractor moves work previously performed in the United States to a location outside of the United States, the Contractor shall immediately notify the HCC in writing, indicating the new location and the percentage of work relocated.

27. Criminal or Civil Offense by Contractor: Any conviction for a criminal or civil offense that indicates a lack of business integrity or business honesty must be disclosed to the HCC. This includes:

a. Conviction of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract or in the performance of such contract or subcontract;

b. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, or receiving stolen property;

c. Conviction under state or federal antitrust statutes; and

d. Any other offense that reasonably would be expected to affect the ability to function as a State Contractor.

http://oits.ks.gov/kito/itec/Policies/itecitpolicy1210.htm



e. For the purpose of this section, an individual or entity shall be presumed to have control of a company or organization if the individual or entity directly or indirectly, or acting in concert with one or more individuals or entities, owns or controls 25 percent or more of its equity, or otherwise controls its management or policies. Failure to disclose an offense may result in termination of the Contract.

28. Confidentiality and Access : Contractor shall not disclose to any other person, firm, or corporation or entity (other than to the HCC) or use for its own benefit, except as provided in this Contract and the Business Associate Agreement, any data, Protected Health Information (hereinafter referred to as “PHI”) and/or other confidential information it receives from the HCC. Notwithstanding the Business Associate Agreement, such data and information may be disclosed to contract workers, employees, consultants and agents of the Contractor who have a need to know or have access to such data or information in the performance of this Contract and who have executed written agreements with the Contractor obligating them to treat such information in a manner consistent with the terms of this Contract. Contractor shall return any and all data furnished by the HCC promptly at the request of the HCC in whatever form required by the HCC. On the termination of this Contract, Contractor will not use any of such data or any material derived from the data for any purpose and, where so instructed by the HCC, will destroy or render such data or material unreadable. In the event Contractor discloses any of the HCC’s proprietary and/or personal identifiable information, the HCC may immediately terminate the Contract and pursue legal action recourse. The restrictions and obligations contained herein shall continue in perpetuity from the date of this Contract unless the HCC provides a written release to Contractor.

29. Data Ownership: The Contractor understands and agrees that all data provided by the HCC, or by the HCC’s contracted vendors authorized by the HCC, is owned by the HCC and will be used by the Contractor solely for the purposes described in this Contract. All data created in any form as part of this Contract will be the property of the HCC and will be available to the HCC at all times. Upon termination of the Contract, and to the extent feasible, all data associated with this Contract will be transferred to and accepted by the HCC prior to final payment to the Contractor. Under no circumstances will the Contractor share the data with any other entity without the HCC’s prior written authorization.

30. Copyrights: All deliverable items produced pursuant to this Contract that are produced solely and exclusively for the HCC are the exclusive property of the HCC. The Contractor will not assert a claim of copyright or other property interest in such deliverables. The Contractor shall indemnify the HCC against any and all claims for infringement of any copyright or patent occurring in connection with or in any way incidental to or arising out of the occupancy, use, service, operations or performance of work under this Contract.

31. Termination Right:

a. Notwithstanding any other provisions of this Contract, the HCC reserves the right to terminate this Contract at the end of any month by giving thirty (30) days advance notice thereof in writing to Contractor.

b. In the event of termination of this Contract, Contractor will, unless the HCC directs and Contractor otherwise agrees:



1. Complete the pricing of all deliverables incurred prior to the effective date of termination and the HCC shall pay Contractor for all applicable fees in respect to such deliverables priced.

2. Release to the HCC, in a format acceptable to the HCC, all records and files relating to deliverables priced under the SEHP health plan pursuant to this Contract.

c. If Contractor uses any patented, trademarked or copyrighted designs, devices, materials or other property, tangible or intangible in connection with its performance of its obligations under this Contract it shall provide for such use in an approved legal manner by making a proper agreement with the patentee or owner of such trademark or copyright and shall defend and hold the HCC harmless on any claim relating to such items. Contractor also grants the State of Kansas, and its departments, agencies, affiliates, agents, employees and licensees a non-exclusive, royalty-free, non-revocable perpetual license to use and copy for any reason Contractor’s bid and proposal and any other document(s) submitted to the HCC that may be related to this Contract.

32. Independent Contractor : Both Contractor and the HCC, in the performance of this Contract, are and shall be acting in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever except the Contractor's employees shall be deemed agents of the State of Kansas for the purpose of maintaining confidentiality of private or confidential data, software and equipment maintained by the HCC.

33. Indemnification: The Contractor will hold and save the State, its officers, agents, and employees acting within the scope of their employment, harmless from liability of any kind, including all claims and losses accruing or resulting to any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation that may be injured or damaged by the Contractor in the performance of this Contract. The Contractor acknowledges that any liability of the State’s agents or employees while acting within the scope of their employment is covered by the Kansas Tort Claims Act, K.S.A. 75-6101 et seq.

34. Accounts Receivable Set-Off Program: If, during the course of this Contract the Contractor is found to owe a debt to the State of Kansas, agency payments to the Contractor may be intercepted / set-off by the State of Kansas. Notice of the setoff action will be provided to the Contractor. Pursuant to K.S.A. 75-6201 et seq., Contractor shall have the opportunity to challenge the validity of the debt. If the debt is undisputed, the Contractor shall credit the account of the agency making the payment in an amount equal to the funds intercepted. K.S.A. 75-6201 et seq. allows the Director of Accounts and Reports to setoff funds the State of Kansas owes Contractors against debts owed by the Contractors to the State of Kansas. Payments setoff in this manner constitute lawful payment for services or goods received. The Contractor benefits fully from the payment because its obligation to the State is reduced by the amount subject to setoff.

35. Liability: Subject to the limitations set forth below, Contractor shall assume full responsibility for damage, including mitigation expenses, security breaches, or misuse of all State and Contractor property, including any private or confidential data, software and equipment maintained by Contractor



and any equipment, supplies, accessories, software or parts furnished by Contractor while such property is in Contractor’s care. Contractor shall also assume full responsibility for compliance with the standards for security of privacy of confidential records, data, software, software code, or equipment used or maintained by the Contractor, as set forth in federal and State statutes which mandate implementation of strict measures to ensure physical and electronic security of the same.

36. Hold Harmless : Contractor shall save, hold harmless and indemnify the HCC against any and all liability, claims for injury to, or death of any persons and for loss or damage to any property and for infringement of any copyright or patent occurring in connection with or in any way incidental to or arising out of Contractor’s performance under the terms of this Contract.

37. Survival of Promises: All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein will survive the Contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable federal or State statutes of limitation.

38. Waiver : In the event of breach of this Contract, or any provision hereof, failure of the HCC to exercise any of its rights or remedies under the Contract shall not be construed as a waiver of any such provision of the Contract breached or as acquiescence in the breach. The remedies herein reserved shall be cumulative and in addition to any other remedies at law or in equity.

39. Legislative Requests: Contractor will provide support to the HCC in responding to information requests and fiscal notes or impact statements needed by the Legislature. Responses shall be given within two (2) business days.

40. Audits and Access to Records: The HCC reserves the right to conduct annual, or more frequently if needed audits of Contractor’s records and files related to the performance or cost of this Contract. The Contractor will make available to the HCC any person, record or file deemed necessary by the HCC to validate either performance or cost. The Legislative Division of Post Audit will have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions. There will be no fee from the Contractor to complete such audits. All third-party auditors will enter into a confidentiality agreement reasonably acceptable to Contractor and permitted under the Kansas Open Records Act.

41. Beneficiaries: Except as herein specifically provided otherwise, this Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the terms and conditions of this Contract, and all rights of action relating to such enforcement, will be strictly reserved to the HCC and the named Contractor. Nothing contained in this document will give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the HCC and Contractor that any such person or entity, other than the HCC or the Contractor, receiving services or benefits under this Contract will be deemed an incidental beneficiary only.

42. Amendment: This Contract shall be amended only by the written agreement of the parties. No alteration or variation of the terms and conditions of this Contract shall be valid unless made in writing



and signed by the parties. Every amendment shall specify the date on which its provisions shall be effective.

43. Option to Renew: The HCC shall have the option, by mutual written agreement of the HCC and Contractor, to renew this Contract in such a manner mutually agreed upon, in writing, by the parties.

44. Joint Drafting: No provision of this Contract shall be construed more harshly or unfavorably against any party hereto regardless of which party drafted the provision or for whose benefit the provision was included.

45. Captions: The captions or heading in this Contract are for reference only and do not define, describe, extend or limit the scope or intent of this Contract.

46. Validity and Waiver: The invalidity in whole or in part of any provision of this Contract shall not affect the validity of other provisions. A waiver of a breach of any provision or performance guaranty of this Contract shall not constitute a waiver of any subsequent breach of that provision or a breach of any other provision of this Contract. The failure of the HCC to enforce at any time or from time to time any provision of this Contract shall not be construed as a waiver thereof.

47. Force Majeure: Contractor or the HCC shall be excused from performance under this Contract for any period that Contractor or the HCC is prevented from performing any services, in whole or part, as a result of an act or event not within the reasonable control of the party prevented from performing.

48. Travel Expenses: Contractor will be responsible for all expenses, including travel mileage, meals, lodging and other travel expenses incurred in the performance of this Contract.

49. Notices: The notice addresses of the parties are as follows:

HCC:Director of the State Employee Health Plan900 SW Jackson St., Ste. 900-NTopeka, KS 66612

Contractor:(Name of Contractor) ___________________________(Address of Contractor) ___________________________

___________________________

50. Transition Assistance : In the event of Contract termination or expiration, Contractor shall provide all reasonable and necessary assistance to the State to allow for a functional transition to another vendor.

51. Signatures: Signatures herein shall serve to bind the parties to this Contract. The parties represent and warrant that they have read and thoroughly understand the terms and conditions and they are represented by counsel and the terms and conditions of the RFP and Contract have been fully explained to them by counsel. This Contract shall be binding on any person or entity that is a successor or purchaser of Contractor.

SIGNATURES ON NEXT PAGE



CONTRACTOR - (Name of Contractor)

By: ____________________________________ Date: ______________________

Printed Name: ____________________________

Title: ____________________________________

KANSAS STATE EMPLOYEES HEALTH CARE COMMISSION

By: _____________________________________ Date: ______________________

(Printed Name) _______

(Title)____________________________



BUSINESS ASSOCIATE AGREEMENT

THIS AGREEMENT is made and entered into by and between the Kansas Department of Health and Environment (hereinafter referred to as “KDHE”) and ------------------------------------------------------------- (hereinafter referred to as “Business Associate”).

Notwithstanding Section V of this Business Associate Agreement (hereinafter referred to as “BAA”), the term of this BAA shall run concurrently with the Underlying Contract between the parties and shall have the same effective date and termination date as the Underlying Contract.

RECITALSThe Parties to this BAA have a relationship whereby KDHE may provide the Business Associate access to Protected Health Information (hereinafter referred to as “PHI”), which may include electronic Protected Health Information, that Business Associate will use to fulfill its contractual obligations to KDHE.

KDHE and Business Associate acknowledge that each party has certain obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended, including those provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”), specifically the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and the statutes implementing regulations to maintain the privacy and security of PHI, and the parties intend this BAA to satisfy those obligations including, without limitation, the requirements of 45 CFR 164.504(e).

KDHE, with its three divisions, self-identifies as a Hybrid Entity under HIPAA with the Division of Health Care Finance containing Covered Entity functions. Therefore, a Business Associate would not be permitted to use or disclose health information in ways that KDHE could not. This protection continues as long as the data is in the hands of Business Associate. Business Associate acknowledges that for the purposes of this BAA, Business Associate is a “business associate” as that term is defined in 45 CFR § 160.103, and therefore the requirements of HIPAA apply to Business Associate in the same manner that they apply to KDHE pursuant to 42 USC § 17931(a).

NOW THEREFORE, in consideration of the mutual promises below and other good and valuable consideration the parties agree as follows:

I. DEFINITIONSa) “Administrative Safeguards” shall mean the administrative actions, policies and procedures to

manage the selection, development, implementation and maintenance of security measures to protect PHI and to manage the conduct of Business Associate’s workforce in relation to the protection of that PHI.

b) “Breach” shall mean any disclosure which compromises an individual’s protected health information (PHI) in a way that creates risk of harm to the individual.

c) “Business Associate” shall have the same meaning as the term “Business Associate” as defined in 45 CFR 160.103.

d) “Data Aggregation Services” shall mean, with respect to PHI created or received by Business Associate in its capacity as a Business Associate of KDHE, 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, as defined in 45 CFR § 164.501 and as such term may be amended from time to time in this cited regulation.



e) “Designated Record Set” shall mean a group of records maintained by or for KDHE that consists of the following: (a) medical records and billing records about Individuals maintained by or for a health care provider; (b) enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (c) records used in whole or in part, by or for KDHE to make decisions about Individuals. For these purposes, the term “record” means any item, collection, or group of information that includes PHI and is maintained, collected, used, or disseminated by or for KDHE.

f) “Disclosure” shall mean the release, transfer, provision of, access to, or divulging in any other manner of PHI outside the entity holding the information.

g) “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, the implementation regulations promulgated thereunder by the U.S. Department of Health and Human Services, the HITECH (as defined below) and any future regulations promulgated thereunder, all as may be amended from time to time.

h) “Individual” shall have the same meaning as the term “individual” as defined in 45 CFR 160.103, and any amendments thereto, and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g).

i) “Physical Safeguards” shall mean the physical measures, policies and procedures to protect KDHE’s electronic information systems and related buildings and equipment from natural and environmental hazards and unauthorized intrusion.

j) “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164.

k) “Protected Health Information” shall have the same meaning as the term “protected health information,” as defined in 45 CFR 160.103 and any amendments thereto, limited to the information created or received by Business Associate from or on behalf of KDHE.

l) “Required by Law” shall have the same meaning as the term “required by law” in 45 CFR 164.103.

m) “Secretary” shall mean the Secretary of the United States Department of Health and Human Services or his/her designee.

n) “Security Incident” shall mean the attempted or successful unauthorized access, use, disclosure, modification or destruction of information or interference with system operations in an information system.

o) “Security Rule” shall mean the Standards for Security of Electronic Protected Health Information at 45 CFR Parts 160, 162 and 164.

p) “Technical Safeguards” shall mean the technology and the policy and procedures for its use that protect PHI and control access to it.

q) “Underlying Contract” means any written contract for services between KDHE and Business Associate.

r) “Use” shall mean, with respect to PHI, the sharing, employment, application, utilization, examination, or analysis of such information within any entity that maintains such information.



s) Capitalized terms used, but not otherwise defined, in this BAA shall have the same meaning ascribed to them in HIPAA, the Privacy Rule, the Security Rule, or HITECH or any future regulations promulgated or guidance issued by the Secretary.

II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATEa) Use and Disclosure . Business Associate agrees to not use or disclose PHI other than as permitted

or required by this BAA or as Required by Law.

b) Safeguards to be in Place . Business Associate agrees to use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by this BAA. Additionally, Business Associate shall implement Administrative, Physical and Technical Safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the PHI that it creates, receives, maintains or transmits on behalf of KDHE as required by the Security Rule.

c) HIPAA Training . Business Associate agrees to ensure all members of its workforce, including subcontractor workforce members, that will or potentially will provide services pursuant to the Underlying Contract will be appropriately trained on the requirements of HIPAA.

d) Duty to Mitigate . 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 BAA or the Privacy Rule and to communicate in writing, such procedures to KDHE.

e) Business Associate’s Agents and Subcontractors . Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of KDHE agrees, in writing in the form of a Business Associate Agreement, to the same restrictions and conditions that apply through this BAA to Business Associate with respect to such information, including implementation of reasonable and appropriate safeguards to protect PHI. Business Associate agrees that it is directly liable for any actions of its subcontractors that result in a violation of this Agreement. Business Associate also agrees to make available to KDHE any contracts or agreements Business Associate has with any subcontractors to whom Business Associate provides PHI under this BAA. Business Associate may redact proprietary and financial information from said contracts before providing them to KDHE.

f) Duty to Provide Access . To the extent Business Associate has PHI in a Designated Record Set, Business Associate agrees to provide access, at the request of KDHE, to the PHI in the Designated Record Set to KDHE or, as directed by KDHE, to the Individual, in order to meet the requirements under 45 CFR 164.524. Any denial by Business Associate of access to PHI shall be the responsibility of, and sufficiently addressed by, Business Associate, including, but not limited to, resolution of all appeals and/or complaints arising therefrom.

g) Amendment of PHI . Business Associate agrees to make any amendment(s) to PHI in its possession contained in a Designated Record Set that KDHE directs or agrees to pursuant to 45 CFR 164.526 at the request of KDHE or an Individual, and within a reasonable time and manner.

h) Duty to Make Internal Practices Available . Business Associate agrees to make its internal practices, books and records, including policies and procedures relating to the use and disclosure of PHI, and any PHI received from, or created or received by Business Associate on



behalf of KDHE, available to the Secretary, in a time and manner designated by the Secretary, for purposes of the Secretary determining KDHE’s compliance with the Privacy Rule.

i) Documenting Disclosures/Accounting . Business Associate agrees to document any disclosures of PHI and information in its possession related to such disclosures as would be required for KDHE to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. Business Associate agrees to provide to KDHE information collected in accordance with Section II(f) of this BAA, to permit KDHE to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.

j) Reporting Breaches and Security Incidents to KDHE . In addition to the duty to mitigate under Section II(d), Business Associate agrees to report to KDHE any use or disclosure which compromises PHI and creates risk of harm including any Security Incident of which it becomes aware, as soon as practicable but no longer than five (5) business days after the discovery of such event(s). Notice to KDHE shall consist of notifying the KDHE Privacy Officer by phone or email of the occurrence of an unauthorized use, disclosure or security incident.

k) Notification of Breach . Business Associate shall notify Covered Entity within three (3) business days after it, or any of its employees, subcontractors, or agents, reasonably suspects that a breach of unsecured PHI as defined by 45 CFR 164.402 may have occurred, irrespective of any occurrence or non-occurrence of harm. Notice to KDHE shall consist of notifying the KDHE Privacy Officer by phone or email of the occurrence of a Breach or suspected occurrence of a Breach. Business Associate shall exercise reasonable diligence to become aware of whether a breach of unsecured PHI may have occurred and, except as stated to the contrary in this Section, shall otherwise comply with 45 CFR 164.410 in making the required notification to Covered Entity. Business Associate shall cooperate with Covered Entity in the determination as to whether a breach of unsecured PHI has occurred and whether notification to affected individuals of the breach of unsecured PHI is required by 45 CFR 164.400 et seq., including continuously providing the Covered Entity with additional information related to the suspected breach as it becomes available. In the event that Covered Entity informs Business Associate that (i) Covered Entity has determined that the affected individuals must be notified because a breach of unsecured PHI has occurred and (ii) Business Associate is in the best position to notify the affected individuals of such breach, Business Associate shall immediately provide the required notice (1) within the time frame defined by 45 CFR 164.404(b), (2) in a form and containing such information reasonably requested by Covered Entity, (3) containing the content specified in 45 CFR 164.404(c), and (4) using the method(s) prescribed by 45 CFR 164.404(d). In addition, in the event that Covered Entity indicates to Business Associate that Covered Entity will make the required notification, Business Associate shall promptly take all other actions reasonably requested by Covered Entity related to the obligation to provide a notification of a breach of unsecured PHI under 45 CFR 164.400 et seq. Business Associate shall indemnify and hold Covered Entity harmless from all liability, costs, expenses, claims or other damages that Covered Entity, its related corporations, or any of its or their directors, officers, agents, or employees, may sustain as a result of Business Associate’s breach, or Business Associate’s subcontractor’s or agent’s breach, of its obligations under this Agreement.

III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATEa) General Use and Disclosure Provisions . Except as otherwise limited in this Agreement, Business

Associate may use or disclose PHI on behalf of, or to provide services to, Covered Entity for the purposes set forth in III(b), if such use or disclosure of PHI would not violate the Privacy Rule if done by Covered Entity.



b) Specific Use and Disclosure Provisions .

1. Business Associate may use and disclose PHI to perform services for Covered Entity, including specific services, as set out in the Underlying Contract, and any additional services necessary to carry out those specific services in the Underlying Contract.

2. Business Associate may use PHI in its possession for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate.

Business Associate may disclose PHI in its possession for the proper management and administration of Business Associate, provided that disclosures are Required by Law.

Business Associate may only de-identify PHI in its possession obtained from Covered Entity with Covered Entity’s prior written consent, in accordance with all de-identification requirements of the Privacy Rule.

3. Business Associate may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 CFR 164.502(j)(1). Covered Entity shall be furnished with a copy of all correspondence sent by Business Associate to a federal or state authority.

4. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation Services to Covered Entity.

5. Any use or disclosure of PHI by Business Associate shall be in accordance with the minimum necessary policies and procedures of Covered Entity and the regulations and guidance issued by the Secretary on what constitutes the minimum necessary for Business Associate to perform its obligations to Covered Entity under this Agreement and the Underlying Contract.

IV. OBLIGATIONS OF COVERED ENTITYa) Covered Entity shall notify Business Associate of any limitation(s) in its Notice of Privacy

Practices of Covered Entity in accordance with 45 CFR 164.520, to the extent that such limitation(s) may affect Business Associate’s use or disclosure of PHI.

b) Covered Entity shall notify Business Associate in a timely manner of any changes in, or revocation of, permission by an Individual to use or disclose PHI to the extent that such change may affect Business Associate’s permitted or required use or disclosure of PHI.

c) Covered Entity shall notify Business Associate in a timely manner of any restriction to the use and/or disclosure of PHI, which the Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

d) Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.

V. TERMINATIONa) Term. The term of this Agreement shall run concurrently with the Underlying Contract with

Covered Entity and shall terminate upon termination of the Underlying Contract and 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, or, if it is infeasible to return or destroy the PHI, protections are extended to such information, in accordance with the termination provisions of Section V(c)(2).

b) Termination for Cause. Upon either party’s knowledge of a material breach by the other party, such party shall either:

1. Provide an opportunity for the breaching party to cure the breach, end the violation, or terminate this Agreement if the breaching party does not cure the breach or end the violation within five (5) business days;

2. Immediately terminate the Agreement if the breaching party has breached a material term of this Agreement and cure is not possible; or

3. If neither termination nor cure is feasible, the non-breaching party shall report the violation to the Secretary.

c) Effect of Termination.

1. Except as provided in paragraph V(c)(2) of this Agreement, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI.

2. In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification in writing of the conditions that make return or destruction infeasible. Upon verification that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this 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. If it is infeasible for Business Associate to obtain from a subcontractor or agent, any PHI in the possession of the subcontractor or agent, Business Associate must provide a written explanation to Covered Entity and require the subcontractors and agents to agree to extend any and all protections, limitations and restrictions contained in this Agreement to the subcontractors’ and/or agents’ use and/or disclosure of any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible.

d) Judicial or Administrative Proceedings. Notwithstanding any other provision herein, Covered Entity may terminate the applicable Underlying Contract, effective immediately, upon a finding or stipulation in any criminal, administrative or civil proceeding in which the Business Associate is a named party that Business Associate violated any applicable standard or requirement of the Privacy Rule or the Security Rule or any other applicable laws related to the security or privacy of PHI, relating to the Underlying Contract.

VI. MISCELLANEOUS



a) Regulatory References . A reference in this Agreement to a section in the Privacy Rule or Security Rule means the section as in effect or as amended and for which compliance is required.

b) Amendment . No change, amendment, or modification of this Agreement shall be valid unless set forth in writing and agreed to by both parties, except as set forth in Section VI(l) below.

c) Indemnification . Business Associate shall indemnify Covered Entity for any and all claims, inquiries, costs or damages, including but not limited to any monetary penalties, that Covered Entity incurs arising from a violation by Business Associate, or a subcontractor or agent of Business Associate, of its obligations hereunder.

d) Survival. The respective obligations of Business Associate under this Agreement shall survive the termination of this Agreement.

e) Interpretation . Any ambiguity or inconsistency in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy Rule, the Security Rule, and the HITECH sections contained within ARRA.

f) No Third-Party Beneficiaries . Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity and its respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.

g) Notices . Any notices to be given to either party under this Agreement shall be made in writing and delivered via e-mail at the address(es) given below:

Business Associate: General Counsel –

Privacy Officer –

Covered Entity:Brian M. Vazquez – [email protected]

h) Headings . The section headings are for convenience only and shall not be construed to define, modify, expand, or limit the terms and provisions of this Agreement.

i) Governing Law and Venue . This Agreement shall be governed by, and interpreted in accordance with, the internal laws of the State of Kansas, without giving effect to its conflict of law provisions.

j) Binding Effect . This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns.

k) Effect on Underlying Contract . If any portion of this Agreement is inconsistent with the terms of the Underlying Contract, the terms of this Agreement shall prevail. Except as set forth above, the remaining provisions of the Underlying Contract are ratified in their entirety.

l) Modification . The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as may be necessary to implement the standards and requirements of HIPAA and




other applicable state and federal laws relating to the security or confidentiality of PHI as determined solely by Covered Entity.

In the event that a federal or state law, statute, regulation, regulatory interpretation or court/agency determination materially affects this Agreement, as is solely determined by Covered Entity, the parties agree to negotiate in good faith any necessary or appropriate revisions to this Agreement. If the parties are unable to reach an agreement concerning such revisions within the earlier of sixty (60) days after the date of notice seeking negotiations or the effective date of the change in law or regulation, or if the change in law or regulation is effective immediately, the Covered Entity, in its sole discretion, may unilaterally amend this Agreement to comply with the change in law upon written notice to Business Associate.

VII. OBLIGATIONS OF BUSINESS ASSOCIATE PURSUANT TO HITECHa) Access to PHI in an Electronic Format . If Business Associate uses or maintains PHI in an

Electronic Health Record, Business Associate must provide access to such information in an electronic format if so requested by an Individual. Any fee that Business Associate may charge for such electronic copy shall not be greater than Business Associate’s labor costs in responding to the request. If an Individual makes a direct request to Business Associate for access to a copy of PHI, Business Associate will promptly inform the Covered Entity in writing of such request.

b) Prohibition on Marketing Activities . Business Associate shall not engage in any marketing activities or communications with any individual unless such marketing activities or communications are allowed by the terms of the Underlying Contract and are made in accordance with HITECH or any future regulations promulgated thereunder. Notwithstanding the foregoing, any payment for marketing activities should be in accordance with HITECH or any future regulations promulgated thereunder.

c) Application of the Security Rule to Business Associate . Business Associate shall abide by the provisions of the Security Rule and use all appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. Without limiting the generality of the foregoing sentence, Business Associate shall:

(i) Adopt written policies and procedures to implement the same administrative, physical, and technical safeguards required of the Covered Entity; and

(ii) Abide by the most current guidance on the most effective and appropriate technical safeguards as issued by the Secretary.

If Business Associate violates the Security Rule, it acknowledges that it is directly subject to civil and criminal penalties.

VIII. ADDITIONAL OBLIGATIONS OF BUSINESS ASSOCIATE Business Associate shall not receive any remuneration, directly or indirectly, in exchange for any PHI, unless so allowed by the terms of the Underlying Contract and in accordance with HITECH and any future regulations promulgated thereunder.

IX. ENFORCEMENT



Business Associate acknowledges that, in the event it, or its subcontractor or agent, violates any applicable provision of the Security Rule or any term of this Agreement that would constitute a violation of the Privacy Rule, Business Associate will be subject to and will be directly liable for any and all civil and criminal penalties that may result from such violation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last noted below and for a term specified by Section V(a) above.

On behalf of:

KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT

By: _______________________________________ Date: _______________________Jeff AndersenActing Secretary Kansas Department of Health and Environment

BUSINESS ASSOCIATE - (Name of Contractor)

By: __________________________________________ Date: _______________________

Printed Name: ____________________________

Title: _____________________________________



Section IVScope of Work

Purpose of ProjectThe Kansas State Employees Health Care Commission (HCC) provides health benefit options to all eligible State employees and Direct Bill members as well as employees and Direct Bill members of Non State entities that elect to participate in the SEHP. This Request for Proposal (RFP) will open negotiations with Vendors to meet the expressed needs of the HCC to provide one or more cost effective Medicare Advantage health care benefit options. Information about the current Medicare Specialty plans offered to Direct Bill members is available at http://www.kdheks.gov/hcf/sehp/Vendors/CoventryMedicare.htm. At this time, only Medicare Advantage plans are out for bid. A Request for Proposal for Medicare Supplemental plans has been released separately.

The HCC wishes to obtain a 3-year contract with multiple year rate guarantees or rate or fee caps. Such guarantees or caps should be clearly outlined in your proposal. The HCC is requesting a minimum 2 year rate guarantee and a 3 year guarantee periods would be preferred. All proposals must be for a fully insured product.

BACKGROUND HISTORY OF THE PROGRAM

The HCC provides for the purchase and administration of a comprehensive health benefit program for State of Kansas employees and retirees as well as employees and retirees of other public entities who have elected to participate in the SEHP. The HCC is staffed by employees within the State Employee Health Plan.

Census: Current enrollment by Medicare Eligible Direct Bill members provided in Exhibit 4.

Premiums: There is no direct employer contribution toward the cost of Direct Bill coverage for retirees. Direct Bill members pay one hundred (100%) percent of the premium cost for fully insured Medicare Advantage plans and one hundred (100%) percent of the premium of the Medicare Supplement plans. The State collects the premiums and submits them to the vendor on behalf of the member. The majority of Direct Bill members have the premium auto deducted from their checking accounts by ACH transfer. A few have the premium deducted from their pension checks.

Medical Plans: Currently, the State offers two fully insured Medicare Advantage Plans administered by Coventry Advantra: Coventry Advantra Freedom PPO or Coventry Advantra Liberty PPO. Both offerings are available for Direct bill members enrolled in Medicare Part A and B. Coventry Advantra Liberty and Freedom offerings have the option of enrolling in the standard Coventry Advantra Part D plan or a robust Part D program through Aetna for prescription drug coverage.

In addition to the Medicare Advantage plan, the State offers a fully insured Medicare Supplemental Plan through Blue Cross Blue Shield of Kansas. The Medicare Supplemental plan is also available with either the Aetna Medicare Part D program or the member may purchase Part D coverage on the open market.

Direct Bill members not yet eligible for Medicare coverage participate in the same medical plans as active employees.

Plan Year: The plan year for the SEHP runs January 1 through December 31. Coverage for all plan participants is on a monthly basis.

http://www.kdheks.gov/hcf/sehp/Vendors/CoventryMedicare.htm



Open Enrollment: Open enrollment for the State of Kansas Direct Bill members is traditionally conducted from October 16th to November 15th each year. A series of statewide Direct Bill meetings are conducted by SEHP staff and representatives from the insurance carriers during the months of October and November. Direct Bill members make Open Enrollment changes on line, and may be assisted with the enrollment change by a telephone call center. We would recommend that vendors have adequately prepared staff at the Open Enrollment meetings to promote and educated about their products. However if unable to have staff at the meetings our recommendation would be for the vendor to prepare and have informational marketing material to promote and educate the senior citizens with their enrollment needs.

Services Required:

Should the SEHP be prevented or enjoined from proceeding with the acquisition before or after contract execution by reason of any litigation or other reason beyond the control of SEHP, Contractor shall not be entitled to make or assess claim for damages by reason of said delay.

In this section the SEHP is outlining the services being requested in this RFP. You do not need to accept each item. You do need to highlight in Redline any item or service which you will not able to provide. You may use color to designate your exceptions to the requested services.

4.1 General Requirements4.1.01 Administer current Medicare Advantage plan design program as well as implement any

future benefit changes as directed by the SEHP.

4.1.02 Administer the plans subject to the insurance laws of the State of Kansas.

4.1.03 Vendor shall be responsible for compliance with the privacy and security provisions of the Health Insurance Portability and Accountability Act (HIPAA) and shall comply with other HIPAA provisions and regulations applicable to the SEHP, including all terms of the applicable Business Associate Agreement (hereinafter referred to as the “BAA”), as well as applicable terms of the Financial Services Modernization Act of 1999, the HITECH Act of 2009, and any other federal or State law pertaining to the protection of personally identifiable information. The Vendor shall accept full responsibility for providing adequate supervision and training to its agents and employees to ensure compliance with the Act.

4.1.04 If the Vendor elects not to proceed with performance under any such contract with the SEHP, the Vendor assigns to the SEHP all its rights to and interests in any causes of action it has or may acquire under the antitrust laws of the United States and the State of Kansas relating to the particular product or services purchased or acquired by the SEHP pursuant to this contract.

4.1.05 The Vendor shall not assign, convey, encumber, or otherwise transfer its rights or duties under this contract without the prior written consent of the SEHP, which consent will not be unreasonably withheld or delayed. The SEHP may immediately terminate the contract in the event of its assignment, conveyance, encumbrance or other transfer by the Vendor without the prior written consent of the SEHP.

4.1.06 Vendor must comply with the State policy on security and accessibility standards found at: http://oits.ks.gov/info-security/policy

4.1.07 Vendor must comply with encryption standards specified in applicable state andFederal policy and law, including State of Kansas ITEC, HIPAA, HITECH,

http://oits.ks.gov/info-security/policy



FISMA, NIST, and FIPS standards for the storage and transmission ofconfidential or restricted data.

4.1.08 ID Cards and Certificates of Coverage: Vendor shall provide ID cards, from Vendor’s card stock to each member of the

program at no cost to the member or SEHP. Replacement cards shall also be issued at no cost to the members or SEHP. Cards must contain plan information necessary for the provider to submit claims. During the course of this contract, if the Vendor’s name is changed for any reason or if other relevant information changes, is incomplete or contains errors, the Contractor must provide new ID cards for all members at the Vendor’s expense.

Certificates of coverage must be provided to all members as needed and to new members as they become eligible for the Plan.

Vendor shall prepare and provide members with notices to comply with Centers for Medicare and Medicaid (CMS) guidelines and stipulations.

4.1.09 Assist in a consultative capacity with regard to the benefits and provisions under the SEHP and any subsequent revisions of the SEHP design as deemed appropriate from time to time. Provide assistance and education in advance of needed changes required by CMS. Have access to a CMS compliance officer to help explain regulations or changes at no cost to the SEHP.

4.1.10 Act in an advisory capacity to the Employee Advisory Committee upon request.

4.1.11 Design communications materials as mutually agreed by the parties to be necessary to communicate the program to participants. Advise and assist the Commission in the preparation of forms and other documentation necessary to fulfill reporting and disclosure requirements.

4.1.12 Provide online access to member claim and membership files to designated SEHP staff.

4.1.13 Vendor must have a minimum of five years continuous experience providing equipment/services comparable in scope and complexity to those specified in this RFP and to groups of similar size to the SEHP.

4.1.14 All products and services not specifically mentioned in this solicitation, but which are necessary to provide the functional capabilities described by the specifications, shall be included.

4.1.15 All Vendors will provide support to the SEHP in responding to information requests and fiscal notes or impact statements needed by the Legislature. Response is required within two (2) business days.

4.1.16 Neither the Vendor, nor any person acting on behalf of the firm or corporation employed by the Contractor in the performance of this contract, shall offer or give any gift, money or anything of value or any promise for future compensation to any SEHP employee at any time.

4.1.17 Vendor shall warrant that all persons assigned by it to the performance of this contract shall be employees of the Vendor (or specified Subcontractor) and shall be fully qualified to perform the work required. Vendor shall include a similar provision in any contract with any Subcontractor selected to perform work under this contract.



4.1.18 In the event of contract termination or expiration, Vendor shall provide, in a format acceptable to the SEHP and/or replacement Vendor, and at no additional cost to the SEHP and/or replacement Vendor, all reasonable and necessary materials, files and assistance to SEHP to allow for a functional transition to another Vendor.

4.1.19 Vendor will be responsible for all expenses, including travel, mileage, meals, lodging and other travel expenses incurred in the performance of this Contract.

4.1.20 Vendor agrees, if selected as a finalist, to pay reasonable transportation, lodging and reimbursement to the SEHP for up to three (3) SEHP personnel to visit the site where administrative activities for this account will occur and meet and assess the team to be assigned to this project.

4.2 Account Management4.2.01 The account executive and service representative(s) will deal directly with the SEHP on all

aspects of the program. The account management team must be able to devote the time needed to the account, including being available for frequent telephone and on-site consultation with SEHP.

4.2.02 The account management team must be comprised of individuals with specialized knowledge of the Vendor’s networks, claims and eligibility systems, system reporting capabilities, claims adjudication policies and procedures, administrative services contracts and relations with third parties.

4.2.03 The account management team must be thoroughly familiar with virtually all of the Vendor’s functions that relate directly or indirectly to this account.

4.2.04 The account management team must act on behalf of the SEHP in effectively advancing the interests of the State. The account management team must be able to effectively address questions, concerns and problems through the Vendor’s corporate structure.

4.2.05 All materials, including all notices and mailings, must be pre-approved by the SEHP prior to distribution to SEHP members.

4.2.06 Each Vendor shall upon request and at no cost to the SEHP, have a representative at planning meetings, Health Care Commission meetings, Employee Advisory Committee meetings or other meetings as requested through and approved by the SEHP.

4.2.07 The account management team must be able to work within his/her organization in resolving issues of interaction with other Vendors of the SEHP to ensure that the member receives prompt and correct claims services and information on all platforms.

4.2.08 Provide consultation with the SEHP’s health benefits consultant concerning projecting future claims costs, developing benefit design(s) and related benefit matters.

4.2.09 Vendor shall notify SEHP of any disruption in customer service center availability or toll free or website access regardless of the reason for disruption, as soon as the problem is identified. Failure to notify the SHEP will result in liquidated damages.



4.2.10 The SEHP reserves the right to request the removal of any individual associated with the SEHP’s account for unsatisfactory performance as determined by SEHP.

4.2.11 Vendors will establish and maintain secured e-mail communications protocols to facilitate program operations with SEHP.

4.2.12 No reports regarding this program may be published with the expressed written consent of the SEHP and the HCC.

4.3 Member Services4.3.01 Quality customer service for our members is a critical component of this contract.

Important characteristics will include promptness, courtesy and accuracy of responses. Customer service representatives (CSRs) should be able to handle questions and concerns regarding claims submissions, provider networks, utilization review, plan design, etc. Customer service should be able to troubleshoot any system issues and make appropriate referrals to others within the company to resolve any member issues. CSR should be willing to initiate call-backs to customers when appropriate. Customer services needs to take ownership of Vendor’s decisions and respond to members concerns. Customer service is not to refer members to the SEHP, Agencies or Non State Entities to resolve issues other than eligibility.

4.3.02 The SEHP requires a dedicated customer service team. A toll-free number must be available for eligibility certification and customer service inquiries. At minimum the toll-free number must be available between the hours of 8:00 AM and 5:00 PM Central Time, Monday through Friday.

In the event the customer service center is closed during these hours or the phone line is unavailable, the Vendor will provide the State with timely notification of the reason for the closure or disruption and estimated time to restore service or function. If the Vendor elects to close due to inclement weather, natural disasters or other business reason, they should notify the Senior Manager of Health Plan Operations of the closing as soon as possible. Customer service will need to be staffed and ready to take calls before October 1 of the year prior to the start of the contract benefit year. Such staffing and all operational costs associated with operating the customer service center is the responsibility of the Vendor.

4.3.03 Open Enrollment meetings for retirees and other Direct Bill members are held October and November with the Open Enrollment period running from October 15th through November 15th, each year.

Webinars for marketing education to our Direct Bill members on your product could be requested. The SEHP would have to approve the webinar and would host, however, all costs and personnel associated to conducting a webinar would be the vendor’s responsibility.

4.3.04 Vendor will prepare the certificates of coverage for fully insured plans with the goal to have these approved by the Kansas Insurance Department (KID) prior to October 1 of each year. The SEHP must review any changes prior to filing of the changes with KID for



approval by the group.

4.3.05 Certificates of Coverage must be maintained on the World Wide Web. Certificates of Coverage must be made available to eligible participants of the SEHP upon request, regardless of enrollment status.

4.3.06 Vendor shall not use the names, home addresses or any other information obtained about participants of this plan for the purpose of offering for sale any property or services which are not directly related to services negotiated in this RFP without the express written consent of the SEHP.

4.4 Website4.4.01 Vendor must provide to the SEHP at a minimum an integrated website that allows for

secure sign-on to all aspects of the Contractors services (claims, customer service, network, ancillary services, etc.)

4.4.02 The website structure, pages and content shall be available by October 1 of the year prior to the start of the contract benefit year for review and usability testing. On and after the launch date, the web structure, pages and content shall be available 24 hours per day, seven days per week except for reasonable maintenance periods.

In the event of downtime, the Vendor shall immediately notify the SEHP of the nature of the delay and the expected duration of the downtime. If possible, a notice should be posted on the website to notify users.

4.4.03 Website shall be ADA compliant with 508 and W3C standards.

4.5 Claim Administration4.5.01 Vendor shall advise the SEHP with respect to claims issues and procedures. Develop

procedures for submission and payment of claims. Vendor shall, at its own expense, provide paper claim forms to members when necessary. Paper claim forms will meet all national standards.

4.5.02 Vendor is responsible for the processing and administration of all claims incurred while the coverage is in effect and during the run-out period after the contract expires. Vendor shall compute and verify the amount of benefits available for claims payment, perform coordination of benefits with other plans and have processes in place to ensure that claims are processed correctly whether primary or secondary payment is appropriate.

4.5.03 Make payment of approved claims or amounts due to Vendor’s network providers or members, as appropriate.

4.5.04 Provide all levels of full and fair review of claims, claim denials and appeals made by participants. Advise members of Medicare claims review procedures and options where appropriate. Determination of payment or denial of claims or of appealed claims shall be made by Vendor following appropriate analysis and review. The SEHP may submit to Vendor any request it receives for a review of a claim for benefits.



4.5.05 Vendor agrees to advise the SEHP of the number and type of complaints made known to the Vendor.

4.6 Billing and Payment4.6.01 The Vendor shall not open a bank account in the name of the State of Kansas or the

Kansas State Employee Health Plan. Any bank account that the Vendor opens for the administration of this program shall be in the name of the Vendor only and solely the responsibility of the Vendor.

4.6.02 Vendor will bill the plan on company letterhead or official company invoice and submit the invoice to SEHP for payment. Preference is for the bills to be sent in electronic media to designated SEHP staff. Payment will be made to the Vendor within three business days of the SEHP’s reconciliation of the invoice.

4.6.03 The SEHP does not pay finder’s fees, service fees, commissions or other fee arrangements to any person or organization.

4.6.04 In the event of the termination of this contract, the Vendor will continue reportingto the SEHP’s Data Management Vendor during the timely filing period will beprovided on the 10th of the month for the first six months of the period. Followingthe completion of the first six months of the timely filing period, a single reportcovering the remaining months of the timely filing period may be provided to theSEHP’s Date Management Vendor instead of monthly submissions.

Membership changes and corrections not processed during the term of thecontract will continue to be processed by the Vendor during the entire timely filingperiod as need.

4.7 Eligibility4.7.01 The SEHP will make all determinations with regard to eligibility to participate in the

group. The Vendor shall work quickly and efficiently to resolve all eligibility issues with the SEHP staff.

4.7.02 Vendor will receive the eligibility file from the SEHP on a daily basis. The Vendor will work with SEHP and the eligibility system administrator to develop an approved file format. Any subsequent modifications to the file format must be pre-approved by SEHP before implemented by the Vendor.

SEHP will notify the Vendor of any file layout changes prior to the implementation of these changes and will work with the Vendor on implementation timelines.

4.7.03 The SEHP and the Vendor must agree on the eligibility file layout. Any requests to modify this layout must be approved by the SEHP. The standard 834 layout is preferred but the SEHP will work with the Vendor to establish the eligibility file layout to be used.

4.7.04 Vendor must be able to accept eligibility information on daily change files or daily full files



in the agreed upon layout.4.7.05 Vendor must be able to retrieve all files from the SEHP secure FTP server daily. Files will

be placed on the SFTP server by 11:00 AM Central Time every weekday unless Vendor is otherwise notified of a schedule change. Vendor must notify SEHP staff within twenty-four (24) hours if information on the file received is incomplete or unreadable. Vendor will provide eligibility load reports to the SEHP staff within twenty-four (24) hours of file processing. Vendor will provide eligibility load reports to the SEHP Membership staff in a timely manner.

4.7.06 Vendor agrees to process enrollment additions, changes and deletions within two (2) business days of the release date of the file. Additions, changes and deletions sent correctly by the SEHP administrative staff but not processed correctly by the Vendor will be retroactively corrected back to the original effective date, even if the correction occurs more than sixty (60) days following the date of the original changes. Vendor must notify SEHP administrative staff within twenty-four (24) hours if information received is incomplete or unreadable.

4.7.07 Vendor is responsible for establishing, maintaining and accurately updating eligibility records. Eligibility files sent correctly by the SEHP staff but not processed correctly by the Vendor will be retroactively corrected back to the original effective date, even if the correction occurs more than sixty (60) days following the date of the original changes.

4.7.08 Vendor shall receive a monthly full file eligibility file for the comparison purposes.Vendor shall compare the full file with their eligibility records and provide theSEHP with a mismatch and reconciliation reports within ten (10) business daysof receipt of file. Incomplete or unreadable information must be reported to theSEHP within twenty-four (24) hours. Once this report has been reviewed bySEHP staff, the vendor may be directed to modify, terminate or add members asneed to bring the eligibility in to alignment.

4.7.09 Vendor shall notify SEHP of any enrolled persons who, to the knowledge of the Vendor, do not appear to meet the eligibility criteria set forth by the SEHP. SEHP will research and make final determination on eligibility.

4.7.10 Reporting and Eligibility tracking on the following membership divisions:o State Of Kansaso Non State Entities

4.8 Data, Reporting and Integration4.8.01 Vendor agrees to exchange data with SEHP using SEHP’s secure FTP server (passive

mode FTP/SSL, RFC 4217). Details available on request.

4.8.02 Vendor shall provide SEHP such claim and/or statistical information as needed for plan operation or to respond to requests from the Health Care Commission or required for research or legal reasons.

4.8.03 Vendor shall provide complete and accurate paid monthly claims files in the format specified by the SEHP. Files will be submitted to the data management vendor prior to the tenth (10th) of the month following the end of the month being reported. A copy of the required file layout for the Data Warehouse Vendor is located as Exhibit 6- Med



Advantage Drug File Layout and Exhibit 7- Med Advantage Medical File Layout.o Vendor agrees to:

Provide enrollment, claims and utilization data to the data management vendor in a format specified by the SEHP with the understanding that the data shall be owned by the SEHP and may be used or shared with other parties as needed to meet the business objectives of the SEHP.

Provide data in an electronic form through secure means and within the time frame specified by the SEHP.

Place no restrictions on the use of the data, provided the SEHP and data management Vendor have in place procedures to protect the confidentiality of the data consistent with HIPAA requirements.

Costs associated with changes to data formats supplied to the data management Vendor that are Vendor initiated, are paid by the Vendor. Cost associated with the reprocessing of files due to lateness, incompleteness or inaccurate submission to the data management Vendor will be paid by the Vendor. These costs are in addition to any performance standard and liquidated damages that may apply.

o SEHP agrees to: Put in place policies and procedures to protect the confidentiality of the data

consistent with HIPAA requirements; Costs associated with changes in data formats resulting from regulatory changes

or changes in Data Management Vendor will be shared as determined by the SEHP.

4.8.04 Inter-Vendor coordination and cooperation: The SEHP contracts with several vendors to meet the needs of the SEHP. All Vendors are deemed partners and are expected to share information and data with one another to achieve a cohesive member experience for claims processing across all lines of business. These may include but not be limited to:

o Submit complete, accurate and timely data feeds to the Data Warehouse Vendor (SEHP data warehouse) on behalf of the SEHP.

4.8.05 Prepare and file Form 1099 with the Internal Revenue Service of the United States Department of the Treasury and send separate statements to providers of services furnishing information, as required by the Internal Revenue Code and Regulations there under, regarding amounts paid to those providers on behalf of the program.

4.8.06 Vendor will work with SEHP account team to develop meaningful management reports, making modifications to report structures and contents as necessary to meet the needs of SEHP.

4.8.07 Vendor will provide quarterly or annual reports as requested within this RFP including but not limited to Performance Standards.

4.8.08 Reporting to the SEHP’s Data Management Vendor during the run-out period will be provided on the 10th of the month following the completion of the first six months of the run-out period with a final report provided on the 10 th of the month following the completion of the 15-month run-out period.

Membership changes and corrections not processed during the term of the contract will continue to be processed by the Vendor during the entire 15-month run-out period.



During the entire run-out period, all performance standards and liquidated damages remain in force.

4.9 Fraud and Abuse

4.9.01 Vendor will identify and respond to potential fraudulent or abuse situations. Vendor shall pursue and report identified fraud or abuse situations involving providers or members to proper authorities. Vendor shall provide the SEHP with an annual update on fraud and abuse detection activities and outcomes.

4.10 Right to Audit

4.10.01 Vendor must agree to all the SEHP or its representatives, the right to audit all claims, clinical programs and any other administrative programs or information relevant to this account. The audit shall also entail a review of the Vendor’s records to determine whether the service and financial performance guarantees were achieved. Vendor agrees to reasonably cooperate in having any such audit conducted and to provide all data necessary for the audit.

4.10.02 Vendor must cooperate with the audit process as needed for the auditors to complete their functions. A signed confidentiality agreement may be required between Auditor and Vendor as long as such agreement also complies with the Kansas Open Records Act.

4.10.03 Requested claim data will be provided in an industry-standard format within 15 business days of the request.

4.10.04 Copies of all Vendor documents and records requested will be provided within 15 business days of the request.

4.10.05 Auditor requested meetings with Vendor are to be scheduled within 10 business days of receiving the request. Meetings that are cancelled at the Vendor’s request must be rescheduled within 10 days of the original meeting date.

4.10.06 Denial of requests for documents or data related to SEHP business, the failure to allow the SEHP or selected subcontractor, to conduct an audit, or the failure to provide the information requested in the time-frame established are grounds for immediate contract termination.

4.10.07 Vendor will research discrepancies identified by the auditor and report the results of this research within 15 business days of the submission of the report by the auditor to the Vendor.

4.10.08 All monies owed to the SEHP as a result of an audit shall be paid within 30 days of agreement between SEHP and the Vendor of the amount owed. If the Vendor fails to adhere to this timeframe, the SEHP shall be eligible to receive liquidated damages due to the Vendor’s failure to pay.




The Purpose, Background, Scope of Work of the Request for Proposal has been reviewed by me and shall become part of the final contract. I hereby acknowledge and accept all of the provisions, requirements, and conditions stated in this section of Request for Proposal, subject to the modifications, conditions and limitations I have listed below.

_________________________________________________Authorized Signature of Contractor


_________________________________________________ Title

_________________________________________________Date



SECTION VQuestions

Please do not repeat your answers. If you have described a program/service or other content and it applies to multiple questions, simply refer us to the prior description.

5.1 Implementation and Transition 5.1.01 The current plan benefits are outlined in the certificates of coverage and are available on

the SEHP Website. Links to them are provided in Section IV. Are there any benefits or services which you are not able to provide as outlined in the certificates of coverage? Are there any services identified in the certificates of coverage that you do not currently have experience offering?

Answer:5.1.02 Provide a proposed implementation plan that includes both a project overview and details

on specific tasks, timeliness and responsibilities. Clearly delineate the tasks you expect the State to perform and the information you expect the State to provide. At a minimum, address the following:

Training key staff and Customer Service representatives Detailed benefit set up Testing of eligibility files and eligibility logic Date to begin receiving eligibility files ID card production and distribution Prepare Benefit Descriptions Develop Open Enrollment materials for approval by the SEHP Provider communications regarding plan designs and expectations

Answer:5.1.03 If the implementation coordinator and on-going account manager will be two different

people, describe how they work together during the initial implementation process and the procedures for transfer of responsibility.

Answer:5.1.04 If selected as a finalist, will the implementation coordinator and designated account

management team be part of the team present for the interview? Why or why not.Answer:5.1.05 Discuss planned procedures and schedule to have the Customer Service unit in place and

trained to receive calls by September 15 prior to the start of the contract year?Answer:5.1.06 State what records (including the participant and data processing documents) would, in fact,

belong to the State upon contract termination. Answer:5.1.07 Provide examples of your companies experience in working consultatively with clients to

ensure timely updates to programs, new laws and regulations and best practice guidelines in healthcare.

Answer5.1.08 In the event of contract termination, when would records that are property of plan, be

released to the party or organization designated by the state? Describe your termination notice requirement.



5.2 Customer Service 5.2.01 Will you provide a dedicated customer service unit to the State? If so, where will this unit be

located and what are the hours of operation? Will this account be the only client served by this dedicated unit?

Answer:5.2.02 Describe the training provided to members of the Customer Service Unit(s). How is

performance monitored? Answer:5.2.03 Describe how you will communicate to the members. Please attach sample communication

materials you have produced for your clients. Answer:5.2.04 Describe your procedures and time frame to prepare for open enrollment. Indicate how long it

will take to print and distribute benefits literature.Answer:5.2.05 Describe the process and time frames to print and mail benefit descriptions and ID cards to

members following Open Enrollment.Answer:5.2.06 Describe your standard appeals procedures and time frames.Answer:5.2.07 What are your normal customer service hours? The State requires a minimum of Customer

Service access from 8:00am to 5:00pm Central Time, Monday through Friday. Will you be able to meet this minimum?

Answer:5.2.08 Do Customer Service representatives have online access to real-time claim processing

information? Answer:5.2.09 What is the policy and procedure for ‘escalated’ calls – those referred to a supervisor or

manager?Answer:5.2.10 Do you use an automated phone system? If yes, does the menu or options include talking to

a ‘real person’ or CSR? Is there an option to leave a message for a call back when a customer service representative becomes available?

Answer:

5.3 Claims Administration If claims will be administered by more than one service provider for different lines of business, please specify and respond to these questions for all areas or lines of business.

5.3.01 Describe your company’s performance standards with respect to:



Member inquiries (both written and telephonic) Claims turnaround times Claims accuracy

Please indicate your actual performance during the 2017 calendar year inattaining these standards. Are these standards measured on claims - officespecific, regional, or other basis?

Answer:

5.4 Eligibility/Membership Processing 5.4.01 Are you able to administer electronic eligibility transfers? Answer:5.4.02 Do you have the capability for SEHP staff to view your eligibility system through a

secure on-line system?Answer:5.4.03 Can your system process eligibility files with multiple transaction rows for one

participant?Answer:5.4.04 Describe your process for generating ID numbers for members. Answer:

5.5 Systems Backup and Disaster Recovery 5.5.01 Describe mechanisms in place for systems backup? Do these procedures

vary by system (i.e. claims versus membership versus customer serviceinquiries)?

Answer:5.5.02 How do you maintain service and benefits for members and providers when a

natural disaster occurs in the area of your primary operations?Answer:

5.6 Web Access 5.6.01 Confirm that you offer a web-based member portal and an employer/benefits

administrator portal. Describe in detail your internet capabilities for: Member inquiry capabilities Security/privacy issues Future plans/ timeframes for enhancements

Answer:5.6.02 Has your website been tested for ADA compliance with 508 and W4C standards? If not,

will your website be compliant by 1/1/19?Answer:5.6.03 How do you maintain a secure environment for communicating and transacting

business? Briefly describe your privacy policy(ies)Answer:

5.7 HIPAA Section5.7.01 Please confirm your compliance with HIPAA privacy and security rules for data



transferred to outside parties. If you cannot confirm, please explain below.Answer:




I have reviewed this section of the Request for Proposal and acknowledge that this document shall become part of the final contract by reference. I hereby acknowledge and accept responsibility for the accuracy of all responses, requirements, and conditions stated in this section of Request for Proposal, subject to the modifications, conditions and limitations I have listed below.

________________________________________________________Authorized Signature

________________________________________________________Printed Name of Signatory

________________________________________________________Title

________________________________________________________Date



SECTION VPERFORMANCE STANDARDS, GUARANTEES, LIQUIDATED DAMAGES

LIQUIDATED DAMAGES – Failure to meet Performance Requirements

The purpose of liquidated damages is to ensure adherence to the performance requirements in the contract. No punitive intention is inherent. It is agreed by the State and the Vendor that, in the event of a failure to meet the performance requirements listed below, damage shall be sustained by the State, and that it is and shall be impractical and extremely difficult to ascertain and determine the actual damages which the State shall sustain in the event of, and by reason of, such failure; and it is therefore agreed that the Vendor shall pay the State for such failures at the sole discretion of the State according to the following:

Damages assessments are linked to performance of system implementation or operational responsibilities. Where an assessment is defined as an ‘up to “$,$$$” amount, the dollar value shall be set at the discretion of the State.

For all self-reported metrics, Vendor will include a check for liquidated damages as specified, with the report due for the metric. Written notification of each failure to meet a performance requirement that is measured by the SEHP shall be given to the Vendor prior to assessing liquidated damages.

The Vendor shall have five (5) business days from the date of receipt of written notification of a failure to perform to specifications to cure the failure. However, additional days can be approved by the SEHP Contract Manager if deemed necessary. If the failure is not resolved within this warning/cure period, liquidated damages may be imposed retroactively to the date of failure to perform. Late reports will incur additional liquidated damages to the state. Liquidated damage amounts will double for each five (5) business days that a report is delayed. The imposition of liquidated damages is not in lieu of any other remedy available to the State.

If SEHP elects to not exercise a damage clause in a particular instance, this decision shall not be construed as a waiver of the State’s rights to pursue future assessment of that performance requirement and associated damages.

6.1 PERFORMANCE GUARANTEES: The following requirements are areas where the Vendor will guarantee performance for each plan offered. Failure to meet the required standards will result in the liquidated damages. Prompt resolution of problems or issues is expected but will not reduce or eliminate any liquidated damages imposed due to failure to meet the performance standards outlined below. Liquidated Damages may be enforced by reducing the premiums owed to the Vendor.

# Service Performance Standards Liquidated DamagesAccount Management

6.1.1 Service to the SEHP Staff:(a) One hundred (100) percent of calls returned by account



# Service Performance Standards Liquidated Damagesservice representative by 5:00 p.m. on the next business day.

(b) One hundred (100) percent of issues received by phone call or email resolved within three (3) business days of receipt.

(c) Respond to one hundred (100) percent of written inquiries sent by email within three (3) business days.

(d) Respond to one hundred (100) percent of written inquiries received by mail within seven (7) business days.

$150 per incident

$150 per incident

$150 per incident

$150 per incident

6.1.2 Participant Inquiries: If a participant has a claim or other issue with a provider or Vendor that they have made a good faith effort to resolve with the Vendor and are unable to resolve the matter, the Vendor will be assessed liquidated damages of $1,000 for each instance where the staff of SEHP becomes involved in the investigation and/or resolution of the problem and finds that error lies on the part of the Vendor. This provision shall only apply if the participant has previously contacted the Vendor and the Vendor has had the opportunity to address the problem.

$250 per incident

6.13 Money Owed to the State of Kansas: Money owed to the State of Kansas shall be paid within thirty (30) calendar days from notification of Liquidated damages or monies owed. Vendor has thirty (30) calendar days to document any dispute of amounts owed. Amounts owed that are not received within thirty (30) calendar days will be subject to liquidated damages of $25 per day until paid. After thirty (30) days, SEHP may collect owed funds by deducting the amounts from the premiums, administrative fees or other payments made to the Vendor.

$25 per day will be added until payment is received by SEHP

6.1.4 Approval of Materials: All materials must be pre-approved by SEHP prior to distribution to members of the State Employee Health Plan.

$500 per incident

6.1.5 Solicitation of Members: The Vendor shall not use the names, home addresses or any other information obtained about members of this plan for the purpose of offering for sale any property or services that is not directly related to the services negotiated in this RFP without the express written consent of the State Employee Health Plan staff.

1 – 100 sent $1,000101 – 500 sent $2,000501 – 1,000 sent $3,0001,001 – 5,000 sent $5,0005,001 – 10,000 sent $10,000

6.1.6Legislative Requests: Vendor will provide support tothe Commission and SEHP staff in responding to information requests made by the Legislature. Responsesto Legislative Requests are due to the SEHP staff within

$500 per incident



# Service Performance Standards Liquidated DamagesTwenty-four (24) hours of the request.

Annual Guarantee6.1.7 Implementation:

(a) (a) Eligibility file testing protocols completed September 1, each year as necessary.

(b) (b) Customer service center with trained representatives and toll free number must be open for members to call by September 15 (was September 1), of each year.

(c) (c) Customized communications for Open Enrollment completed by August 15 of each year, contingent upon SEHP staff having the final draft back to carrier by August 1.

$2,500 per month

Claims Processing6.1.8 Claims Processing Time: Turn-around-time (TAT) Claims

processed within:

(d) (a) Ninety-five (95) percent within fourteen (14) business days

(e) (b) Ninety-nine (99) percent within thirty (30) business days

TAT is measured from the date a claim is received by the Vendor (either via paper or electronic data interchanges) to the date it is processed for payment, denied, or pended for external information.

$1,500 per quarter$1,500 per quarter

6.1.9 Claims Processing Accuracy: Quality review checking: A statistically valid internal audit sample to yield results at the ninety-five (95) percent confidence level will be taken of all State Employee Health Plan claims each quarter and reviewed for accuracy (financial and statistical).Claims processing (total) accuracy: Incidence of claims processed without any error equals Ninety-seven (97) percent. Calculated as the total number of audited claims minus the number of claims processed with error, divided by the total number of audited claims. Definition of ‘error’ includes any type of error (coding, procedural, system, payment, etc.), whether a payment or non-payment error. Each type of error is counted as one full error and no more than one error can be assigned to one claim.

$1,500 per calendar quarter


Customer Service6.1.10 Customer Service for the State of Kansas Plan:

(a) (a) First call resolution rate: Ninety-five (95) percent of $1,500 per calendar quarter



# Service Performance Standards Liquidated Damagescalls are handled to conclusion on first call. Calculated as the Percentage of calls that are completed on first call. Measured by the number of calls that are completed without need for referral or follow-up actions, divided by the total number of calls received.

(b)(c) (b) Open Call Resolution Turn-around-time: Ninety-eight

percent (98%) of calls that require follow-up or research will be resolved within two business days. The remainder of open calls will receive a follow-up notification to the member acknowledging that the issue is taking additional time to resolve and informing the member of the needed action(s) to resolve the issue. These calls shall be made within two (2) business days from the opening call, with issues to be resolved and closed within seven (7) business days or another call to the member explaining any further delay. Calculated by the percent of open calls resolved in X number of business days.

(d)(e) (c) Customer Service Quality: Ninety-nine (99) percent

of calls handled in a professional manner, based on audited telephone inquiries – live monitoring or taped calls.

(f)(g) (d) E-mail response: One hundred (100) percent of emails

responded to within five (5) business days(h)(i) (e) Call Center Access: Toll-free telephone access to

customer service center available between 8:00 a.m. and 5:00 p.m., Central Time, Monday through Friday, except for legal holidays amd when the business is closed due to inclement weather or other similar situation and the SEHP has been notified of the closing.

(j)(k) (f) Notice of Service Disruption: Vendor shall notify

SEHP of any disruption in customer service center availability or toll-free access regardless of reason for disruption, as soon as the problem is identified. Failure to notify SEHP of the problem will result in liquidated damages.





$250 per incident

6.1.11 Website Availability: The website structure, pages and content shall be available no later than October 1, prior to the initial Open Enrollment period and continuously thereafter. In the event of downtime, the Vendor shall immediately notify the SEHP of the expected duration of the downtime and post a notice on the website, if possible. The Vendor will notify the Contract Manager in SEHP of any substantial changes being made to the website prior to implementation.

$500 per incident



# Service Performance Standards Liquidated Damages6.1.12 Website Accuracy: The website information and provider

directories shall be updated at a minimum bi-weekly to provide members the most up to date and accurate benefit and provider information.

Accuracy in provider directory listings will include:

(a) New providers added within ten (10) business days of the effective date as a plan provider.

(b) Deceased, retired providers and closed offices or practices are to be removed within fifteen (15) business days of notice.

(c) Information regarding providers accepting new patients or established patients only must be accurate.

$1,000 per incident of inaccurate or out dated information

Data Management6.1.13 Daily Eligibility File: The Vendor agrees to process

enrollment additions, changes, and deletions correctly within two (2) business days of the generation date of the file. Vendor must notify SEHP within twenty-four (24) hours if information received is incomplete or unreadable.

Additions, changes, and deletions sent correctly by the SEHP but not processed correctly by the Vendor will be retroactively corrected back to original date, even if correction occurs more than sixty (60) days following date of the membership change.

$1000 per incident

6.1.14 Monthly Eligibility Full File: SEHP will send by the second Thursday following the end of each month a full eligibility file. Vendor shall not load this file. Vendor will compare files to their membership database and provide an enrollment mismatch report to the SEHP within ten (10) business days of the creation date of the full file.

SEHP will respond with information to make corrections in Vendor’s membership system. Vendor will make needed corrections within ten (10) business days of receipt of information. Premium and claims adjustments will be made by the Vendor and reported to the SEHP. Incomplete or unreadable information must be reported to the SEHP within twenty-four (24) hours.

$1,000 per mismatch report not received.

$1,000 per correction not completed within the timeframe.

6.1.15 Identification Cards: Vendor will mail ID cards, Certificates/Evidence of Coverage documents, Notices, and other required materials to the home address of the participant, as appropriate, within ten (10) business days

$200 per incident



# Service Performance Standards Liquidated Damagesfollowing the date of the bi-weekly eligibility file.

NOTE: Measurement of this performance standard will be suspended during December and January to accommodate the SEHP Open Enrollment change files.

6.1.16 Billing Files: Contractor will provide detailed and accurate billing invoices to the State monthly by the third business day. Preference is for the bills to be sent in electronic media to designated SEHP staff. For fully insured plans, vendor will provide a listing of all individuals and the cost associated with them in an excel or compatible format.

$100 per incident

6.1.17 Monthly Claims Files: Vendor will provide complete and accurate paid monthly claims files in the format specified by SEHP’s claims database Vendor with the understanding that the data shall be owned by the Office of the SEHP. The Vendor will place no restraints on the use of the data provided the office of SEHP has in place procedures to protect the confidentiality of the data consistent with HIPAA requirements. The claims files will contain the data elements and file layout as agreed upon between the Commission’s Data Management Vendor and the Vendor. Files will include capitated/encounter claims. The files will be submitted electronically to the Commission’s Data Management Vendor in a layout and method determined acceptable to the database Vendor. Files must be received by the tenth (10th) of each month.

(a) Incorrect File Layout:

The database contractor will notify SEHP if the Vendor’s files were submitted in an incorrect or incomplete file format. SEHP or the database contractor will request a new file in the proper format from the Vendor and liquidated damages will be assessed.

(b) Unauthorized Changes:

In addition to the liquidated damages described above, the Vendor will pay any applicable fees assessed by the SEHP’s claims database Vendor due to any unauthorized changes made to an already agreed upon file layout that are initiated by the Vendor or due to complying with new

$2,000 per incident plus $1,000 per day for each day late. Plus the Vendor pays the database Vendor reprocessing fee.

$2,000 per incident plus Vendor pays the database Vendor reprocessing fee.

$2,000 per incident plus Vendor pays the database reprocessing fee.



# Service Performance Standards Liquidated Damagesregulations.

(c) Incomplete Files:

The database Vendor will notify SEHP if the files submitted are incomplete or inaccurate. The database Vendor will request a new file. If the new file is submitted within two (2) business days of notification of the incomplete/inaccurate file, no liquidated damages will be assessed. If the new file is submitted more than two (2) business days after notification, liquidated damages will be assessed per incident. In all cases, Vendor will be responsible for the cost of reprocessing the replacement files.

$2,000 per incident plus Vendor pays the database reprocessing fee.

6.1.18 Personal Health Information: If a Vendor transmits Personal Health Information (PHI) using non-secure transmission protocols such as an unencrypted email or a breach in security results in PHI of State members being released or obtained by others, the carrier will be subject to penalty. This penalty will apply in addition to any other penalties or requirements of law and provisions of this contract.

$150 per PHI record released in error to a maximum of $15,000 per any one incident.

6.1.19 Claims Invoice Reconciliation: Each month, by the tenth (10th) of the month, Vendor will send a claims invoice reconciliation report for the prior month. This report will reconcile the weekly claims invoice into a monthly report that will match the claims data reported each month to the State’s data management vendor.

The weekly claims invoice should show claims by plan year incurred as well as by subgroup:

State Non State

$1,000 per month

6.1.20 InterVendor Cooperation: Vendors are expected to share data and claims information and other operational information as necessary for the smooth functioning of the SEHP. Deductibles and out-of-pocket maximums may depend upon information sharing from one Vendor to another. Vendors are expected to cooperate with the SEHP to develop procedures and protocols for shared information as necessary. Once procedures are in place, liquidated damages will accrue when such procedures are not followed.

$250 per incident



# Service Performance Standards Liquidated Damages6.1.21 Requirement of Continued Performance: In the event

of contract termination or non-renewal, the Vendor will be responsible for processing claims during the 15-month run-out period specified by the State of Kansas Statute.

Reporting to the SEHP’s Data Management Vendor(s) will be provided on the 10th of the month following the completion of the first six months of the run-out period with a final report provided on the 10th of the month following the completion of the 15-month run-out period.

Membership changes and corrections not processed during the term of the contract will continue to be processed by the Vendor during the entire 15-month run-out period. During the entire run-out period, all performance standards and liquidated damages remain in force.

$500 per incident

A preferred reporting format has been included with this RFP as Exhibit 5. The Workbook is in Excel format. Please comment on whether or not your organization will be able to report the performance standards in the requested format. If development or programming will be required in order to respond in the desired format, please indicate by what date the desired format would become available.

Reporting Due Dates: Annual reports are due to SEHP by February 1 of each year. Quarterly reports are due fifteen (15) business days after the end of the quarter to be reported. Monthly reports are due ten (10) business days after the end of the month to be reported. TBD = To be determined reports are on an as needed basis.


The Performance Guarantee and Liquidated Damages section of the Request for Proposal has been reviewed by me. I hereby acknowledge and accept all of the provisions, requirements, and conditions stated in this section of Request for Proposal, subject to the modifications, conditions and limitations I have listed below.

________________________________________________________Authorized Signature of Vendor

________________________________________________________Printed Name of Signatory

________________________________________________________Title

________________________________________________________Date