Attachment_C-_EGID_Agency_Terms.docx

ATTACHMENT C AGENCY TERMS

This State of Oklahoma Agency Terms (“Agency Terms”) is a Contract Document in connection with a Contract awarded by the Office of Management and Enterprise Services (OMES) on behalf of the Oklahoma Health Care Authority Employee’s Group Insurance Division (EGID).

TABLE OF CONTENTS

In addition to other terms contained in applicable Contract Document(s), Supplier and State agree to the following Agency Terms:

Definitions

1) “Business Associate” shall have the meaning given to Business Associate under the Privacy Rule, including, but not limited to, 45 CFR § 160.103.

2) “Business Associate Agreement” is the contract between an entity covered under HIPAA and its Business Associate as required under the Privacy Rule, including (but not limited to) 45 CFR § 164.502(e)(2).

3) “EGID” means Employees Group Insurance Division of the Office of Management and Enterprise Services. It shall also have the meaning given to the term ‘Covered Entity’ under the Privacy Rule, including, but not limited to, 45 CFR § 160.103 for purposes of this Business Associate Agreement only and to the extent required by law.

4) “HIPAA” refers to the Health Insurance Portability and Accountability Act of 1996 and includes any regulations promulgated pursuant thereto.

5) “OMES/CP” means the Office of Management and Enterprise Services, Central Purchasing.

Contract Details

1) Contract Type

a) This is a firm fixed price contract for indefinite delivery and indefinite quantity for the supplies/services specified.

b) Bidders guarantee unit prices to be correct.

2) Business Associate Agreement (BAA)

c) The vendor expressly agrees to and will comply with all terms and conditions as presented in Exhibit 5, Business Associate Agreement (BAA). Vendor will execute and submit the completed BAA as part of the contract documents responsive to EGID’s Request for Proposal.

Acceptance of Offer

1) The submission of a solicitation shall constitute a binding offer to perform those services described within the RFP.

2) By submitting a solicitation response, the Supplier(s) agrees that it waives its rights to claims for damages against the Office of Management Enterprise Services Group Insurance Department (EGID) because of any misunderstanding or misrepresentation of the specifications in the RFP or because of any misinformation or lack of information in the RFP.

3) The Supplier(s) must affirm their understanding of all contractual provisions and agree to those provisions for the duration of the contract.

Appropriated Funds The parties understand and agree that none of the sums to be paid under this Contract are appropriated funds. Should there be a revenue shortfall, the Oklahoma Health Care Authority shall not seek appropriations and shall not use appropriated funds to pay for this obligation. The most recent financial statement of EGID is posted on Oklahoma State Auditor’s website:

Ownership of Data

1) Although EGID is subject to the Oklahoma Open Records Act, 51 O.S. (2011) § 24A.1, EGID maintains documents and information that are considered confidential by law, 74 O.S. (2011) §§ 1322 and 3113.1. In connection with this Contract, the Supplier will have access to information that is considered confidential.

2) The Supplier warrants and represents that such confidential information shall not be sold, assigned, conveyed, provided, released, disseminated, or otherwise disclosed by the Supplier, its employees, officers, directors, subsidiaries, affiliates, agents, representatives, assignees, subcontractors, independent contractors, successors, or any other persons or entities without EGID’s express written permission. The Supplier shall instruct its agents, representatives, subcontractors and/or independent contractors that they shall not use or disclose such confidential information to any other person or entity without the express written permission of EGID, except as absolutely necessary for Supplier to render services under this Contract or as required by law. The Supplier warrants and represents that it has a tested and proven system. in effect to protect all confidential information as defined herein.

3) The Supplier agrees that EGID possesses exclusive property rights to the records and data designated herein as confidential information on behalf of EGID members. EGID “Confidential Information” includes the records and resulting data generated from the confidential information of all EGID members, retirees, and beneficiaries in any plan administered by EGID and all other related information that is subject to protection from disclosure pursuant to Oklahoma or federal law, including, without limitation all privacy protections as provided in and in the “Privacy Rule” adopted pursuant to HIPAA.

4) The Supplier shall immediately report to EGID any and all unauthorized use, appropriation, sale, assignment, conveyance, provision, release, access, acquisition, disclosure or other dissemination of any confidential information of which it or its subsidiaries, affiliates, employees, officers, directors, assignees, agents, representatives, independent contractors, and subcontractors is aware or have knowledge or reasonable should have knowledge. The Supplier shall also promptly furnish to EGID full details of the unauthorized use, appropriate, sale, assignment, conveyance, provision, release, access, acquisition, disclosure, or other dissemination, or attempt thereof, and use its best efforts to assist EGID in investigating or preventing the reoccurrence of such event in the future. The Supplier shall cooperate with EGID in connection with any litigation and investigation deemed necessary by EGID to protect any confidential information and shall bear all costs associated with the investigation, response and recovery in connection with any breach of confidential information including but not limited to credit monitoring services with a term of at least three (3) years, all notice-related costs and toll-free telephone call center services. The Supplier further agrees to promptly prevent a reoccurrence of any unauthorized use, appropriation, sale, assignment, conveyance, provision, release, access, acquisition, disclosure, or other dissemination of confidential information.

5) The Supplier acknowledges that any improper use, appropriation, sale, assignment, conveyance, provision, release, access, acquisition, disclosure, or other dissemination of any confidential information to others may cause immediate and irreparable harm to EGID and/or HealthChoice members and may violate state or federal laws and regulations. If the Supplier or its affiliates, subsidiaries, employees, officers, directors, assignees, agents, representatives, independent contractors, and subcontractors improperly use, appropriate, sell, assign, convey, provide, release, access, acquire, disclose or otherwise disseminate such confidential information to any person or entity in violation of the Contract, EGID will immediately be entitled to injunctive relief and/or any other rights or remedies available to EGID under this Contract, at equity or pursuant to applicable statutory, regulatory, and common law without a cure period.

6) During the term of this Contract, the Supplier agrees that EGID is granted access to all EGID Confidential Information in the possession of the Supplier and upon EGID request, the Supplier shall deliver to EGID a copy of any specified EGID confidential information and data that the Supplier prepared, developed and/or stored by the Supplier as part of this contract.

7) Prior to the expiration, or upon the earlier termination of this Contract, the Supplier shall provide EGID all confidential information and data as defined herein within the Supplier’s possession in the form of hard copy and/or electronic storage media. This paragraph does not apply to the Supplier’s proprietary formats or systems that contain confidential information. or proprietary documents pertaining to the operation of the Supplier's business. The Supplier may retain copies of those records or documents that it considers necessary for proof of performance.

8) This entire Section shall survive any termination, renewal, extension, or amendment of this Contract.

Contract Obligations and Enforcement The Supplier understands that by bidding on the RFP, it assumes a legal obligation to perform in good faith according to the terms specified in this RFP during the entire contract period. Suppliers who fail to perform are hereby notified that EGID reserves the right to undertake all measures, including legal proceedings, to protect the interests of the parties to and the beneficiaries under this agreement.

EGID Designation of Personnel EGID may designate EGID personnel to administer any of the terms or conditions of this contract and any and all duties or acts required of EGID.

Assignments This contract shall not be assigned in whole or in part without prior written approval by OMES/CP and EGID.

Notice for Changes that Impact Shared Business Processes The Supplier must verify and commit that during the length of the contract, it shall provide no less than thirty (30) day notice to EGID prior to performing changes, fixes, modifications, and enhancements that may impact the exchange of eligibility or any other shared business processes. The Supplier must also include a test plan and provide resources to EGID to verify changes are valid and will not disrupt business processes. Changes will not be implemented until both parties mutually agree the changes are ready to be put into production.

No Commissions The Supplier shall agree that absolutely no commissions or finder's fees shall be paid to anyone or any organization resulting from the State of Oklahoma's contract, either arising from an agreement to pay a commission or finder's fee prior to or during the term of this Contract; and, Conflict Supplier shall maintain an ongoing obligation to disclose any apparent or potential conflict of interest with any state employee and shall not cause a state employee to violate 74 O.S. §85.3. The Supplier shall not engage in conduct that violates or induces others to violate provisions of any state or federal law regarding the conduct of public employees. See: The Anti- Kickback Act of 1974 at 74 O. S. §3401 et seq. and the Conflict-of-Interest provision in the Oklahoma Central Purchasing Act at 74 O. S. §85.3.

Lawsuits and Litigation

1) Supplier maintains an ongoing obligation to disclose, unless prohibited by securities laws, any prior lawsuits and litigation, violations of administrative rules and hearings, or any lawsuits and litigation threatened or impending, involving itself and the State of Oklahoma or any political subdivisions, and/or any state officer and/or any state employee acting in the capacity of a state employee. Bidder must disclose any settlements, compromises or Judgments of Record resulting from the foregoing described litigation or administrative proceedings for the past five (5) years or affirm there are none. If Bidder determines the aforementioned information to be confidential, it shall provide a statement of that fact.

2) Supplier maintains an ongoing obligation to list and disclose contract cancellations or negligent causes of action that arose from work performed that is the same or similar to work identified in the Specifications in this solicitation that was initiated by persons or entities other than Bidder and resulted in a settlement with or judgment against the Bidder in any jurisdiction in the United States in an amount of One Hundred Thousand Dollars ($100,000) or more within the previous five (5) years, or affirm there are none.

3) Supplier maintains an ongoing obligation to disclose any data security breaches and specifically any HIPAA security breaches that were reported to any federal or state authority by the Bidder within the previous three (3) years.

4) Supplier maintains an ongoing obligation to disclose if it has any past or pending investigation, legal actions, administrative actions, or matter subject to arbitration brought involving the Bidder’s (and Bidder’s parent firm if applicable), including any key management or executive staff, over the past three years on matters relating to payments from governmental entities, both federal and state, for healthcare and/or prescription drug services. The disclosure should include an explanation as well as the current status and/or disposition.

Supremacy of State Statutes This Contract is subject to all applicable Oklahoma State Statutes, EGID Rules and Administrative Directives. The Supplier shall comply with the American Disabilities Act. Any provision of this Contract that is not in conformity with existing or future legislation shall be considered amended to comply with such legislation. Federal laws, regulations, and rules applicable to the OEIBA Program preempt all State laws and regulations, except for State licensing laws and State laws relating to plan solvency.

Cancellation of Procurement EGID reserves the right to cancel this procurement activity at any time and for any reason as determined to be in the best interest of the State.

Revisions to the RFP EGID may at any time hereafter modify this RFP for purposes of enumerating, defining, and clarifying services, duties and functions, but not to add new services, duties or functions.

Supplier Services The State of Oklahoma shall not guarantee any minimum or maximum amount of Supplier services that may be required under this Contract.

Authorized Users During the term of this contract, any State Entity, or Affiliate, as defined herein, may utilize this contract. Under this contract, the State of Oklahoma bears no liability for a State Entity or Affiliate actions and the privies of contract exist solely between the Supplier and the State Entity or Affiliate.

Invoicing Vendor invoices should be submitted electronically to EGIDAccounts.Payable@omes.ok.gov

Attestations

1. Vendor attests and agrees that, in accordance with 74 O.S. §582, it is not currently engaged in a boycott of goods or services from Israel.

2. Vendor attests and agrees that, in accordance with 74 O.S. §12005, it does not boycott energy companies, and will not boycott energy companies during the term of the contract.

Duplicate Billing Prohibition Contractor shall not bill EGID for services required under the Contract for which the Contractor has already received or will receive compensation for the same services from EGID or another source. The contractor may seek additional funding from another source to enhance the services for which EGID is providing compensation.

Prior Unmet Contractual Obligations Under the Contract, EGID has the authority to suspend payment to Contractor in the event the Contractor has not met its contractual obligations for submission of reports, schedules, audits or other documentation required by a prior year’s contract. Such suspension of payments to the Contractor shall continue until such required documents are received by EGID.

Unallowable Costs In the event any audit, audit resolution, review, monitoring, or any other oversight results in the determination that Contractor has expended EGID funds on unallowable costs on this or any previous contract, Contractor shall reimburse EGID in full for all such costs on demand. EGID may, at its sole discretion, deduct and withhold such amounts from subsequent payments to be made to the Contractor under this or other contracts.