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HomeMy WebLinkAboutResolution - 2015-R0130A - Professional Services_Consulting Agreement_ Milliman, Inc. And MHBT - 04_23_2015Resolution No. 2015-R0130A April 23, 2015 Item No. 5.9 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK. THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Professional Services/Consulting Agreement for health benefits brokerage and consulting services, by and between the City of Lubbock and Milliman, Inc. and MHBT, Inc., and related documents. Said Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. by the City Council on April 23, 2015 �0 GL N C. ROBERTSON, MAYOR TTE ST: Garza, City Secretary PROVED AS TO CONTENT: isa Hutcheson rector of Human Resources & Risk Management ROVED AS TO FORM: tchell Satterwhite, r�sr AssfsVnnt City Attorney ',ES.Agnnt-MHBT, Inc. lconsulting] March 24, 2015 Resolution No. 2015-R0130A SERVICES AGREEMENT This Services Agreement is entered into between and among Milliman, Inc. (Milliman), MHBT Inc. (MHBT), and City of Lubbock (Client) as of June 11, 2015. Milliman and MHBT have an existing contractual relationship pursuant to which Milliman provides certain services, including actuarial analysis, for the benefit of MHBT's clients. In consideration for Milliman agreeing to perform certain services for the benefit of Client, and in support of the Consulting Agreement entered into between Client and MHBT, Client agrees as follows: 1. Services Milliman will perform services under this Services Agreement as proposed and in accordance with Exhibit A attached hereto, including specifically (i) Comprehensive Assessment of Health Plans Report; (ii) Renewal Projetion & Evaluation; (iii) Reserve Analysis; (iv) Financial Monitoring Report; (v) ACA Employer Impact Report; (vi) Medicare Part D Attestation and (vii) RDS Services, 2. Billing Terms The fee for Milliman's services shall be as proposed on Exhibit A at "City of Lubbock — Core Platform Fee Schedule." Milliman shall submit its periodic billings to MHBT, which MHBT shall (after review and approval), submit the same to Client for payment. Client shall be obligated to pay MHBT for such billings in a commercially reasonable manner; and MHBT shall be liable to make payment to Milliman immediately upon receipt of such payments from Client. 3. Business Associate A reement Under the Health Insurance Portability and Accountability Act of 1995 (HIPAA), employer plans operating as Covered Entities are required to maintain the privacy and security of their participants' Protected Health Information (PHI). Pursuant to its services under this Agreement, Milliman will receive PHI from Client. Accordingly, Milliman and Client agree to execute a Business Associate Agreement in the form attached hereto as Exhibit B. 4. Term The term of this Services Agreement will be June 11, 2015 and end June 10, 2016 and may be renewed annually for two additional one-year terms at the direction of the City Manager of Client. However, in no event will this Services Agreement exceed the term of the Consulting Agreement between the Client and MHBT. Client or Milliman or MHBT may terminate this Services Agreement at any time during this term by providing 30-day written notice to the other parties. This Services Agreement shall automatically terminate on notice to Milliman of termination of the Consulting Agreement by either Client or MHBT. If this Services Agreement is terminated, MHBT and Client shall be obligated to pay Milliman for services actually performed by Milliman prior to the effective date of termination, 5. Limitation of Liability Client agrees that Milliman, its officers, directors, agents and employees, shall not be liable to Client, under any theory of law including negligence, tort breach of contract or otherwise for any damages in excess of $75,000. In no event shall Milliman be liable for lost profits of the Client or any other type of incidental or consequential damages. The foregoing limitations shall not apply in the event of the intentional fraud or willful misconduct of Milliman. 6. Choice of Law The construction, interpretation and enforcement of this Services Agreement shall be governed by the substantive contract law of the State of Texas without regard to its conflict of laws provisions. In the event any provision of this Services Agreement is held by a court of competent jurisdiction to be invalid or unenforceable as a matter of law, the remaining provisions will stay in full force and effect to the extent appropriate and legally permissible, or as modified by such court. Any dispute arising between the parties in connection with this Agreement shall be resolved in federal district court, North District of Texas, Lubbock Division. In the event that federal court does not have subject matter jurisdiction over the claim, the dispute will be resolved in state court in Lubbock County, Texas. Each party hereby agrees to waive its right to a trial by jury in any dispute arising from or related to this Services Agreement. 7. Third Party Distribution While Milliman's work product is prepared solely for the use and benefit of the Client, the Client is a public entity and subject to open records laws. Such information may be disclosed if the information is considered "open" pursuant to the Public Information laws of the stale of Texas. However, Milliman does not intend to benefit and assumes no duty or liability to any third parties who receive Milliman's work product and may include disclaimer language on its work product so stating. The Client agrees not to remove any such disclaimer language from Milliman's work product. To the extent that Milliman's work product is not subject to disclosure under applicable public records laws, the Client agrees that it shall not disclose Milliman's work product to third parties without Milliman's prior written consent; provided, however, that the Client may distribute Milliman's work product in its entirety to (i) its professional service providers who are subject to a duty of confidentiality and who agree to not use Milliman's work product for any purpose other than to provide services to the Client, or (ii) any applicable regulatory or governmental agency, as required. 8. Contingent Effect The parties hereto acknowledge and agree that this Services Agreement shall be of no effect unless that certain Consulting Agreement by and between the Client and MHBT shall have been approved by the City Council of the Client and other parties thereto. 9. Non -Arbitration Not withstanding the provisions of paragraph 7 above, the City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all fornis of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision, in or related to, this document, this provision shall control. Proposal for City of Lubbock Proposal to provide health and welfare actuarial & consulting services February 27, 2015 1120 South 101 " Street. Suite 400 Omaha. NE 68124 USA Tel -1 402 393 9400 Fax +1 402 384 5776 ■ EXHIBIT A Milliman milliman_com Milliman Proposal EXHIBIT A Mr Travis L. Sartain McQueary Henry Bowles Troy 8144 Walnut Hill Lane, 16th Floor Dallas, TX 75231 Dear Mr. Sartain: Milliman, Inc. (Milliman) is pleased to present this proposal to City of Lubbock for employee benefit's consulting services. The objectives and deliverables requested are tasks and services that Milliman has a high level of expertise in performing and many years of experience in delivering. In short, we believe we are uniquely qualified to meet your needs: AS A PREMIER INTERNATIONAL CONSULTING FIRM, WE PROVIDE SUPERIOR ANALYSIS TOOLS, EXPERIENCE AND EXPERTISE. Recognized as an industry leader in the areas laid out in this response, Milliman is an independent firm of consultants and actuaries. We are not affiliated with other organizations that might impair our objectivity or our focus on your needs. We are experts at what we do. We do not do everything in every location, but the services we deliver are performed exceptionally well because our Flexible internal structure allows us to assemble collaborative project teams with specialized expertise. At the same time, you can expect a local team to support your organization. In summary, we will provide you broad national expertise through the service and availability of a local office that understands City of Lubbock and their unique needs. Our work stands out for its thoroughness, relevance, and value. Milliman's innovative application of technology adds value through creative use of data, analytical tools, and effective client communications. Through information, expertise, and technology, we help you meet and exceed your goals in the design and operation of your benefit plans. Milliman benefits consultants listen to what our clients need and find responses that relate directly to what we hear. Our clients receive advice and services tailored to their circumstances, both in content and scope. We are not a firm of packaged solutions. Our clients use us because we consistently deliver the services they need in a uniquely personal, professional, and creative way. They trust us as partners in their success. Proposal for City of Lubbock Proposal to provide health and welfare actuarial & consulting services March 12, 2015 Milliman Proposal EXHIBIT A A. DETAILED COMPANY BACKGROUND Identification & Information Milliman, Inc. is a Milliman Global Firm. Founded in 1947 and incorporated in Washington State in 1957 as Milliman and Robertson, Inc., Milliman is located in 55 cities in principal cities worldwide. Owned and managed by approximately 400 Principals, Milliman has over 2,600 employees including a staff of more than 700 qualified consultants and actuaries. With almost $725 million in annual revenue, Milliman is considered one of the premier actuarial firms internationally. In the U.S., Milliman is recognized as an industry expert in assisting employers. governmental organizations, carriers, and providers with financial analysis, risk management, product development and rating and operational strategies. Milliman has built a reputation of high standards and creative solutions since its inception in 1947. Please refer to our website: www.milliman.com for additional details. The corporate headquarters contact information is: Milliman, Inc. 1301 Fifth Avenue, Suite 3800 Seattle, WA 98101-2605 (206)624-7940 (206) 340-1380 Fax Federal Employer Identification Number: 91-0675641 LOCAL OFFICE INFORMATION AND BIOGRAPHICAL PROFILES Milliman, Inc. 1120 South 101st Street, Suite 400 Omaha, NE 68124-1088 (402) 393.9400 (402) 384.5776 Fax ron.cornwell@milliman.com Milliman takes a team -oriented approach to their projects. Communication is vital and weekly meetings are held to review the status of each client to ensure that needs are being met most efficiently to the client's satisfaction. The project manager must sign off on each client deliverable before release as well as giving approval at critical steps in the process. Additionally, each deliverable is reviewed by a credentialed benefits consultants and actuaries to ensure accuracy, appropriateness, and a level of quality consistent with Milliman's philosophies. The project manager delegates many of the day-to-day aspects of the projects to the appropriate consultants, getting involved where needed. This allows us to keep our fees as low as possible, yet assure our clients that they are receiving a high level of expertise. Proposal for City of Lubback Proposal to provide health and welfare actuarial & consulting services March 12. 2015 Milliman Proposal EXHIBIT A B. ACTUARIAL SERVICES Milliman is proposing the following actuarial services to be performed on an ongoing basis: • Comprehensive Assessment of Health Plans (CAHP) Report Designed for the mid -market employers, Milliman's CAHP Report is a customized report covering plan designs. employee contribution strategy, funding, and risk management. It includes the following: 1. Plan design benchmarking with national and local mid -market surveys 2. Demographic analysis 3. Contribution strategy benchmarking, with national and local mid -market surveys 4. Actuarial analysis of rates 5. Analysis of risks involved with different levels of stop -loss 6. General recommendations for each line of coverage • Renewal Projection and Evaluation Reports Our renewal projection and evaluation reports contain multi -step processes to help you evaluate fully -insured renewals as well as begin preliminary budgeting on self -insured plans. This processes include the following steps: o Pricing Our BenerltsCFO suite of tools, incorporates the following information to accurately forecast your costs in the coming year and evaluate your renewals for your self -insured plans: ■ claims experience ■ historical enrollment • catastrophic claims ■ trend assumptions ■ plan design changes • provider contract changes ■ stop -loss premium • administration fees and expenses As fully credentialed health and welfare actuaries, we use your data to evaluate the renewal received from each carrier or third party administrator. Additionally, a trend analysis allows outliers or seasonality problems to be identified and addressed. When limited or no claims data is available, we rely on the Health Cost Guidelines, our proprietary actuarial model, census and plan designs to calculate a manual rate. If there is sufficient claim data available the manual rates are used as an additional estimate confirming the experience rate calculation. o Stop Loss Analysis Designed for groups that are currently self -funded, stop -loss analysis assesses the risks and costs for various stop -loss coverage levels. Using Monte Carlo simulation, we provide a graphic display of potential scenarios to determine what options fit the employers risk preferences and help the employer determine if their current premium is appropriate. o Plan Design Analysis Milliman's extensive experience with healthcare providers and carriers offers a distinct advantage in designing health and welfare plans within the ever -changing dynamics of the healthcare industry. Using our experience in the industry, our consultants can help design a healthcare program that meets participant and Mercedes-Benz U.S. International Inc.'s needs. With healthcare costs on the rise, this analysis has gained increased importance for many employers. Milliman's proprietary actuarial models, Health Cost Guidelines and Dental Cost Guidelines are recognized as the industry standards for pricing insurance plans. Over 45 of the 50 largest health insurance carriers use the Guidelines to help them rate their plans. Using these models, our consultants and actuaries can readily value benefit design changes to ensure your healthcare program meets your financial constraints. With the recent increase in medical trend, this analysis has gained increased importance for many employers. o Premium Equivalency and Employer Contribution Milliman's fully credentialed health and welfare actuaries and consultants calculate your total annual cost by plan and tier and display variances to show the total dollar impact. This portion of the renewal shows Proposal for City of Lubbock Proposal to provide health and welfare actuarial S consulting services March 12, 2015 Milliman Proposal EXHIBIT A ■ Annualized Taxable Income (optional) • Monthly Employer Premium Contribution • Monthly Employee Payroll Deduction • Total Monthly Budgeted Rate (Should be the sum of Monthly Employer Premium Contribution and Monthly Employee Payroll Deduction) • ActivelRetiree Status ■ Employee FSA contribution amount • Employer HRAIHSA eligible contribution amount All Applicable Plan Design Summaries - Should have a plan design summary for all plans corresponding to #5 above. Medicare Part D Attestation Milliman's Medicare Part D actuarial attestation report provides an employer with the actuarial attestation required to seek reimbursement from the federal subsidy through RIDS and to determine "creditable coverage" for participants. Medicare Part D became effective in January 1, 2006 to provide prescription drug coverage for Medicare -eligible seniors and disabled persons. Employers who sponsor retiree medical plans are eligible for a subsidy if they can demonstrate they meet certain criteria. In addition, employers are required to notify plan participants whether the plan qualifies as "creditable coverage" by the law's definition. Milliman's Medicare Part D report provides an employer with the actuarial information and attestation required by Medicare Part D for both requirements. This report uses plan design, premium levels, retiree contribution levels and participant information along with Milliman's Health Cost Guidelines. After acceptance and confirmation by the employer, we are registered as actuaries with RIDS to complete the attestation online. C. PROJECT MANAGEMENT PLAN As described above, we work as a team to ensure we meet or exceed your expectations With that said, Blaine Weber will be your primary contact and will be responsible for the management of the City of Lubbock deliverables with support as needed from Jason and Ron. Ron Cornwell has overall responsibility for the Omaha Health and Welfare Practice and will be involved with peer review and consulting as needed. Jason Speer has primary responsibility for management and review of all our deliverables. Blaine, with the support of Ron. Jason and the entire Milliman Omaha office of 15+ consultants will work closely with you in the following areas: • scheduling meetings and timelines • preparing data requests • soliciting the proper resources and expertise • utilizing the correct models • applying the correct actuarial methodology • primary contact for any questions In addition to the specific services mentioned, we will be available on an ongoing basis for future questions on these or other topics. Please note that Milliman holds quality and accuracy in the highest regard. We believe that documented peer review of all our deliverables is necessary to ensure the highest quality. Most, if not all, of our clients feel this is time and money well spent given the large financial ramifications of the decisions we advise them on. D. TECHNICAL CONSIDERATIONS Many of our technical capabilities are described within the preceding paragraphs. To summarize, • Health Cost Guidelines - used by 45 of the 50 largest health carries, Health Cost Guidelines is recognized as the industry standard for measuring group health costs. Proposal for city of Lubbock Proposal to provide health and welfare actuarial & consulting services March 12, 2015 City of Lubbock Statement of Work for RDS Services In Scope Application - one application per year with one unique benefit option identifier (UBOI) CMS Creditable Coverage Notice Load Cost Information Quarterly Load Retiree AD DIUPDIDEL File Monthly Reconciliation Optional Individual Creditable Coverage Notices - fees and details for this service are only specified in the section below titled "Retiree Creditable Coverage Notice" Out of Scope Requesting payments Creating the following files: • Initial Retiree List (IRL) for application • Cost files • Retiree ADDIUPDIDEL files • Covered Retiree List (CRL) f or reconciliation Details of In -Scope items: Application One Application with one UBOI per year 1. Initiate application. 2. Discuss and possibly apply for extension. 3. Complete application steps 1-9 described below. 4. The Milliman Omaha office completes the Attestation under separate fee. 5. The Initial Retiree List (IRL) in the CSV file layout is sent to the Milliman Boise office by the City of Lubbock. The Milliman Boise office loads the file into RIDS. The method of submission must be RIDS Secure Website to RIDS Center. 6. Assign designees as discussed with City of Lubbock. 7. Review and possibly revise payment setup. Application Steps Step 1: Application Number Step 2: Benefit Option Step 3: Assign Actuary Step 4: Attestation Summary Step 5: Electronic Funds Transfer (EFT) Step 6: Payment Frequency Step 7: Retiree Electronic Data Interchange (EDI) Step 8: Plan Sponsor Agreement Step 9: Valid Retiree List Amendment No. 1 Exhibits A and B.docx 2/27/2015 City of Lubbock Statement of Work for RDS Services CMS Creditable Coverage Notice One notice to CMS per year 1. Ensure participant mailing is complete. 2. Notify CMS that notices have been mailed. Load Cost Information Quarterly 1. Discuss method to send information from carrier to Milliman Boise. 2. Review and confirm payment setup in RDS. 3. Receive RDS cost information from carrier. 4. Load cost information to RDS. 5. Notify the City of Lubbock and the carrier that cost information has been loaded. Load Retiree ADD/UPD/DEL File Monthly 1. Receive retiree ADDIUPD/DEL file in CSV format from City of Lubbock. 2. Upload retiree file on RDS website. 3. Notify the City of Lubbock and the carrier that the retiree file has been loaded. Reconciliation Please see step list below: 1. Download Covered Retiree List (CRL) file from RDS. 2. Send CRL to City of Lubbock. 3. Receive updated final CRL from City of Lubbock. 4. Upload CRL to RDS. 5, Notify City of Lubbock that step 1 needs to be completed. 6. Complete steps 2-4. 7. Receive cost file from Blue Cross Texas. 8. Notify City of Lubbock that step 5 needs to be com pleted. 9. Complete steps 6-8. 10. Notify City of Lubbock that steps 9-12 need to be completed. Reconciliation Step 1: Initiate Reconciliation Step 2: Review Payment Setup Step 3: Request Covered Retiree List Step 4: Finalize Retiree List Step 5: Start Preparation of Reconciliation Payment Request Step 6: Manage Submission of Final Cost Reports Step 7: Review Final Costs Step 8: Enter Revisions to Final Costs Step 9: Finalize Reconciliation Payment Request Step 10: Review EFT Information Step 11: Approve Changed EFT Information Step 12: Review and Submit Reconciliation Payment Request Amendment No. 1 Exhibits A and B.docx 2/27/2015 City of Lubbock Statement of Work for RDS Services Services by Plan Year Each plan year is at different stages of the subsidy process. The chart below explains which steps have been done and w hich steps are open . We will only bill for the services required. Plan Application Creditable Load Cost and Reconciliation Year Coverage Retiree Fifes 2015 Due Sept/Oct 2014 Due Feb 2015 Throughout 2015 Start 2016 and Due March 2017 2016 Due Sept/Oct 2015 Due Feb 2016 Throughout 2016 Start 2017 and Due March 2018 Services for calender year 2014 and portion of calendar year 2015 were completed under Contract 10753. The balance of services for calendar year 2015 and 2016 will be completed under new agreement. The attached exhibit shows what the estimated fees are by calendar and plan year. Additional Time and Expense In the past, a variable amount of time has been spent on follow up and resolving issues. Since this work is unpredictable, we will need to bill on a time and expense basis at a c urrent rate of $120-2251 hour depending on who resolves the issue. Each calendar year, these rates will increase approximately by CPI. We will provide a list of issues that fall under this category on a quarterly basis. Details of Optional Items Retiree Creditable Coverage Notice 1. One page, double sided 8.5 X 11 sheet with Creditable Coverage notices mailed to 600 retirees with City of Lubbock's return address. 2. City of Lubbock sends final notice in pdf or Word file and address list in Excel ten business days before the October 14 deadline. 3. City of Lubbock sends creditable coverage notices to members who are not part of this group such as retirees who become eligible mid year. The fee for 2015 is $910 - $1,100. This fee is subject to change each year if print, fulfillment, and/or postage rates increase. Amendment No. 1 Exhibits A and B.docx 212712015 City of Lubbock Statement of Work for RDS Services Billing and Agreement Billing will be done on a monthly basis. This new scope of work will be performed under the terms and conditions of the existing Consulting Services Agreement between Milliman and the City of Lubbock effective June 11, 2009, and renewed periodically. MILLIMAN, INC. By. / Name: Robert Schmidt Title: Principal Date: February 27, 2015 A Reb ca Garza, City Secretar Amendment No. 1 Exhibits A and B.docx 2/27/2015 CIT)' OF LUBBOCK By: Name: Glen C. Robertson u. • Date: April 23, 2015 Exhibit A City of Lubbock Statement of Work for RDS Services Calendar Year 2013 2014 2015 2016 2017 2618 Estimated Total Fees Service File loads. payment requests Mal and City of Lubbock and CMS creditable coverage Reconciliation to be completed attestation. notices to be completed by completed by City of Lubbock 2013 creditable coves a notices City of Lubbock and Maxor and Maxor Service Quarterly cost information 2014 Appfi alicn and Creditable load, Monthly feRiee Reconciliation due 30512016 Coverage Notices Completed addlupoldef file load (Starts Mid 2015) Estimated Fee 5 S 7.700 S 3,100 $ 10.800 Quarterly cost information load, Monthly retiree Service addlupoldel file load and 2015 CMS creditable Coverage Reconciliation due 3052017 Application notice (Starls Mid 2016) Estimated Fee S 1,900 S 8600 S 3200, S 13,700 Quadedy cost information load, Monthly retree Service addlupdidel file load, and 2016 CMS creditable coverage Reconcdiation due 311512015 Applhabon notice (Starts Mid 2017) Estimated Fee 8 2.000 5 8,900 S 3,300 S 14,200 Estimated Total Fees 5 9.6W S 10,600 12 S ,000 S 3,200 5 3.300 3 38,700 1. For 2014, a prorated fee for cost and retiree loads would be charged since some loads may have already been completed. 2. Reconciliation work may be partially billed in the year of the due date and partially in the prior year. Amendment No. 1 Exhibits A and B.docx 2/2712015 EXHIBIT B MILLIMAN, INC. BUSINESS ASSOCIATE AGREEMENT This BUSINESS ASSOCIATE AGREEMENT ("Agreement") is entered into effective the 11`i' day of June, 2015 by and between City of Lubbock ("Client") and Milliman, Inc. ("Milliman"). RECITALS A. Client is a Covered Entity as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and is therefore subject to HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), enacted as part of the American Recovery and Reinvestment Act of 2009, and the privacy standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E ("Privacy Rule"), the security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts I60, 162, and 164, subpart C ("Security Rule"), and the breach notification standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. Subpart D ("Breach Notification Standards") (collectively, HIPAA, HITECH, the Privacy Rule, Security Rule and Breach Notification Standards shall be referred to herein as the "HIPAA Regulations"). B. Protected Health Information received from Client or created or received by Milliman on behalf of Client ("PHI") may be needed for Milliman to perform the services (the "Services") requested by Client and described in any underlying agreement between the parties (the "Underlying Agreement"). C. To the extent Milliman needs to access PHI to perform the Services, it will be acting as a Business Associate of Client and will be subject to certain provisions of the HIPAA Regulations. D. Milliman and CIient wish to set forth their understandings with regard to the use and disclosure of PHI by Milliman so as to comply with the HIPAA Regulations. AGREEMENTS In consideration of the Recitals and the mutual agreements below, the parties agree as follows: 1. Defined Teens. Capitalized terms used, but not otherwise defined, in this Agreement shall have the same meaning as those tenns in the HIPAA Regulations. Milliman's Obligations and Permitted Activities. (a) Milliman agrees to not use or further disclose PHI other than as required to perform the Services, requested by Client or Required By Law, or as otherwise permitted herein. (b) Milliman agrees to use reasonable safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement, and shall develop, implement, maintain and use appropriate administrative procedures, and physical and technical safeguards, to reasonably preserve and protect the confidentiality, integrity and availability of electronic PHI. (c) Milliman agrees to report to Client, without unreasonable delay and in no case later than five (5) business days following actual knowledge by Milliman: (i) Any use or disclosure of PHI not provided for by this Agreement. (ii) Any Security Incident of which Milliman becomes aware; provided, however, that the parties acknowledge and agree that this section constitutes notice by Milliman to Client of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents of which no additional notice to Client shall be required. Unsuccessful Security Incidents shall include, but not be limited to, pings and other broadcast attacks on MilIiman's firewall, port scans, unsuccessful log -on attempts, denials of service and any combination of the above, so long as such incidents do not result in unauthorized access, use or disclosure of Client's electronic PHI. (iii) Any Breach of Unsecured PHI, as defined in 45 CFR 164.402. Following the initial notification of any such Breach, Milliman shall provide a report to Client that includes, to the extent possible: [A] a brief description of what happened, including the date of occurrence and the date of the discovery by Milliman; [B] a description of the PHI affected, including the names of any Individuals whose PHI has been or is reasonably believed to have been accessed, acquired or disclosed and the types of PHI involved (such as full name, social security number, date of birth, home address, account numbers, etc.); and [C] a brief description of what Milliman has done to investigate the Breach, to mitigate harm to Individuals, and to protect against any further Breaches. Milliman also shall provide to Client any other available information Client is required to include in its notification to affected Individual(s). (d) Milliman agrees to ensure that any agent or subcontractor to whom it provides PHI agrees to the same or substantially similar restrictions and conditions as those that apply to Milliman through this Agreement with respect to such PHI. (e) Milliman shall make its internal policies, procedures and records relating to the use and disclosure of PHI reasonably available to the Secretary or to Client if necessary or required to assess Milliman's or the Client's compliance with the HIPAA Regulations. 2 (f) It is not anticipated that Milliman will maintain a Designated Record Set on behalf of Client; however, if Milliman maintains a Designated Record Set on behalf of Client, Milliman agrees to, at Client's written request: (i) provide access to such PHI in order to assist Client in meeting its obligations under the Privacy Rule, and (ii) make any aniendment(s) to such PHI as Client so directs or agrees to pursuant to the Privacy Rule. (g) So that Client may meet its disclosure accounting obligations under the HIPAA Regulations, Milliman agrees to document disclosures of PHI made by Milliman which are not excepted from disclosure accounting requirements under the HIPAA Regulations. (h) Milliman may use PHI for Milliman's proper management and administration or to carry out its legal responsibilities. Milliman may disclose PHI for Milliman's proper management and administration, provided that: (i) Milliman obtains reasonable assurances fi-om the person to whom PHI is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person; and (ii) the person notifies Milliman of any instances of which it is aware in which the confidentiality of PHI has been breached. Milliman also may make disclosures that are required by law. (i) Milliman may use PHI to provide Data Aggregation services to Client as pennitted by the Privacy Rule. 0) Milliman may, at its option: (i) Deidentify PHI in accordance with the requirements of the Privacy Rule and maintain sueli deidentified health information indefinitely; provided that all identifiers are destroyed or returned in accordance with this Agreement. (ii) Create a Limited Data Set for the purpose of providing the Services, provided that Milliman: [a] Does not use or further disclose PHI contained in the Limited Data Set except as necessary to provide the Services or as provided for in this Agreement or otherwise Required By Law; [b] Uses appropriate safeguards to prevent the use or disclosure of PHI contained in the Limited Data Set other than as provided for by this Agreement; [c] Reports to Client any use or disclosure of PHI contained in the Limited Data Set of which Milliman becomes aware that is not provided for by this Agreement; [d] Ensures that any agents or subcontractors to whom it provides access to the Limited Data Set agree to the same restrictions and conditions that apply to Milliman under this Agreement; and [c] Does not re -identify PHI or contact the Individuals whose information is contained within the Limited Data Set. 3. Client's Obligations. 9 (a) Client shall not request Milliman to use or disclose PHI in any manner that would not be permissible under the Privacy Rule or the Security Rule if done by Client. (b) Client shall not provide Milliman with more PHI than that which is minimally necessary for Milliman to provide the Services and, where possible, Client shall provide any PHI needed by Milliman to perform the Services in the form of a Limited Data Set, in accordance with the HIPAA Regulations. (c) Client shall clearly and conspicuously designate all PHI as such before providing it to Milliman. (d) Client acknowledges and agrees that neither this Agreement nor the Underlying Agreement requires Milliman to make any disclosure for which an accounting would be required under the HIPAA Regulations. Client further agrees that it shall be solely responsible for tracking and providing Individuals an accounting of any disclosures made by Client to Milliman. (e) Client acknowledges and agrees that the provisions of section 20)(ii) of this Agreement shall constitute a Data Use Agreement between the parties. 4. Term and Termination. (a) Tenn. This Agreement shall be effective as of the date first written above, and shall terminate when all PHI is destroyed or returned to Client. If Milliman detennines, in accordance with subsection 4(c)(11) below, that it is infeasible to return or destroy PHI, the protections of this Agreement with respect to such PHI shall remain in effect until such PHI is returned or destroyed. (b) Termination. Upon Client's knowledge of a material breach by Milliman, Client shall either: (i) Provide an opportunity for Milliman to cure the breach or end the violation and terminate this Agreement if Milliman does not cure the breach or end the violation within the time specified by Client; or (ii) Immediately terminate this Agreement if Milliman has breached a material tern of this Agreement and cure is not possible. (c) Subcontractor Agreement Termination. Milliman shall ensure that it maintains for itself the tennination rights in this Section in any agreement it enters into with a subcontractor pursuant to Section 2(d) herein. (d) Effect of Termination. (i) Except as otherwise provided in subsection 4(d)(ii) below, upon termination of this Agreement for any reason, Milliman shall return or destroy all PHI. This Gd provision shall also apply to PHI that is in the possession of subcontractors or agents of Milliman. (ii) If Milliman determines that returning or destroying any or all PHI is infeasible, the protections of this Agreement shall continue to apply to such PHI, and Milliman shall Ili -nit further uses and disclosures of PHI to those purposes that make the return or destruction infeasible, for so long as Milliman maintains such PHI. Client hereby acknowledges and agrees that infeasibility includes Milliman's need to retain PHI for purposes of complying with its work product documentation standards. 5. Miscellaneous. (a) Regulatory References. A reference in this Agreement to a section in the HIPAA Regulations means the section as in effect or as amended, and for which compliance is required. (b) Amendment. Upon the effective date of any final regulation or amendment to the HIPAA Regulations, this Agreement shall be deemed automatically amended so that the obligations it imposes on the parties remain in compliance with such regulations. Following amendment of the Agreement in this manner, the parties shall, as necessary, work together to clarify their respective obligations with respect to any new requirernents under the modified HIPAA Regulations. (c) Independent Contractors. Milliman and Client are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Milliman and Client. Neither Milliman nor Client will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent, except as otherwise expressly provided in this Agreement. (d) Conflicts. In the event that any terms of this Agreement are inconsistent with the terms of the Underlying Agreement, then the terms of this Agreement shall control. (e) Entire Agreement. This Agreement shall constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all othe r communications between the parties hereto relating to such subject matter. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. CITY OF LUBBOCK By Title Principal & Consulting Actuary Title Director of HR & Risk Mgmt. Summary of Insurance Contract Sent to: To Whom It May Concern We, the undersigned Insurance Brokers, hereby verify that Indian Harbor Insurance Company and Various Insurance Companies have issued the following described insurance, each for their own part and not one for the other, and which is in force as of the date hereof: Type of Insurance: Professional Indemnity Insurance Name of Assured: MILLIMAN. INC. and others, as more fully described in the Policy Policy No.: MPP 0032180 04 Insurer(s): Indian Harbor Insurance Company Period: 12:01 a.m. July 01, 2014 to 12:01 a.m. July 01, 2015 Limit: Not less than USS1,000,000 Geographical Limitation: Worldwide Coverage Cancellation Notice: Not applicable. The Policy is non -cancellable, as more fully described in the Policy. Subject to the terms. conditions, exclusions and limitations of the Policy(ies). This document is furnished as a matter of information only. The limits shown are as requested. The issuance of this document does not make the person or organization to whom it is issued an additional Assured, nor does it modify in any manner the contract of insurance between the. Assured and the Insurers. Any amendment, change or extension of such contract can only be effected by specific endorsement attached thereto Date: July 1, 2014 Aon Risk Solutions I Specialty i Rroiessronal Services 199'AlaterStreet 1 5• Floor New for" Pof 10,�m USA t +1 212441 1000 1 f 1 212 441 1921 1 ww,v acn cony .Son Risk Scrnces tdcrihl as!. Inc