HomeMy WebLinkAboutResolution - 2009-R0233 - Agreement - Mcqueary Henry Bowles Troy LLP And Milliman Inc.- Health Benefits - 06/11/2009Resolution No. 2009-RO233
June 11, 2009
Item No. 6.3
RESOLUTION
IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
ted to execute for and on behalf of the City of Lubbock, a Professional Services
ement for health benefits brokerage and consulting services, by and between the
of Lubbock, Milliman, Inc., and McQueary Henry Bowles Troy, L.L.F., and related
ments. Said Agreement is attached hereto and marked as Exhibit "A" and
porated in this resolution as if fully set forth herein and shall be included in the
tes of the City Council.
sed by the City Council this 11th day of June , 2009.
ATTEST:
City Secretary
OVED AS TO CONTENT:
City Manager
OVER AS TO FORM:
e��W •,044
TOM MARTIN, MAYOR
City Attorney
ional Sm&Consulting Agrmnt.res
Resolution No. 2009-80233
SERVICES AGREEMENT
This Services Agreement is entered into between and among Milliman, Inc. (Milliman),
McQueary Henry Bowles Troy, L.L.P. (MHBT), and City of Lubbock (Client) as of
June 11 , 2009. 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:
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 Repots; (ii) Renewal Evaluation; (iii) BCT Report; (iv) Reserve Analysis; and (v)
Financial Monitoring Report.
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.
Business Associate ARreetnent
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. 'Perm
The term of this Services Agreement will begin June 11 , 2009 and end
June 10 , 2010 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 its 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 far services actually performed by Milliman prior to the effective date
of termination.
5. Limitation of Liability
Client agrees that Milligan, 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
DA -3023292 v I
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.
5. 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 Lubbock County, Texas,
Disputes
In the event of any dispute arising out of or relating to this Agreement or Milliman's
services, the parties agree that the dispute will be resolved by final and binding arbitration under
the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall
take place before a single neutral arbitrator, selected in accordance with AAA rules. The
arbitrator shall have a background in insurance, actuarial science or law. The arbitrator shall
have the authority to permit limited discovery, including depositions, prior to the arbitration
hearing, and such discovery shall be conducted consistent with the Federal Rules of Civil
Procedure. The arbitrator shall have no power or authority to award punitive or exemplary
damages. The arbitrator may, in his or her discretion, award the cost of the arbitration, including
reasonable attorney fees, to the prevailing party. Any award made may be confirmed in any
court having jurisdiction. Any arbitration shall be confidential, and except as required by law,
neither party may disclose the content or results of any arbitration hereunder without the prior
written consent of the other parties, except that disclosure is permitted to a party's auditors and
legal advisors.
S. 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 State 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 frorn
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.
9. Continizent Effect
-2-
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.
Address:
�., , t►_ �vc�
McQueary Henpy Bowles Tr y L.L.P.
By:
Print Name:
Date;
Address:
12700 Park Central Drive, 17`x' Floor
Dallas, Texas 75251
-3-
City of Lubbock (Client)
B y: x/114
om Martin, Mayor
Date: June 11, 2009
Address:
1625 13"' Street, Suite 104
Lubbock, Texas 79401
ATTEST:
Q '&,-, fEhc
Rebecl Garza City Secretary
A PRO AS TO CONTENT:
Leisa Hutcheson
Director of Risk Management
APPROVED AS TO FORM:
�r f � r��r r s - - - � .
- =� -
EXHIBIT "A„
Resolution No. 2009—R0233
Mr Travis L. Sartain
McQueary Henry- Bowles Troy
12700 Park Central Drive, 171h Floor
Dallas, TX 75251
Dear Mr. Sartain:
NIilliman, 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 i�iilliman 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:
i> 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. Niilliman'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. 14lilli an 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.
Milliman Health & Welfare
Detailed Company Background
Identification and Information
Milliman, Inc. is a Nfilliman Global Firm. Founded in 1947 and incorporated in Washington State in 1957
as Niilliman and Robertson, Inc., Milliman is located in 35 cities throughout the United States. Owned and
managed by approximately 235 Principals, Milliman has over 1,700 employees including a staff of more
than 700 qualified consultants and actuaries. \with almost $400 million in annual revenue, N illiman 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. Building a
reputation of high standards and creative solutions since its inception in 1947. Please refer to our website:
%vwvw.milliman.com for additional details.
The corporate headquarters contact information is:
14lilliman, Inc.
1301 Fifth Avenue, Suite 3800
Seattle, \N A 98101-2605
(206) 624-7940
(206) 340-1380 Fax
Federal Employer Identification Number: 9 1-0675 64 1
Resumes of Assigned Staff
Local Office Information and Biographical Profiles
Milliman, Inc.
1120 South 101", Street
Suite 400
Omaha, NE 68124-1088
(402) 393.9400
(402) 393.1037 Fax.
ron.cornwell&� milliman. coin
Milliman Health & Welfare
Management of
Knowledge of
Medium to
Actuarial Analysis —
Self Funded
Underwriting
Large Scale
Modeling, Cost
Kev Staff Members
Programs
Expertise
Clients
Projections
Ron Cornwell, F.S.A.
X
X
X
X
Equity Principal &
Practice Leader
Jason Speer, F.S.A.
X
X
X
X
Consulting Actuary
Cathi Smetana
X
X
X
Benefits Consultant
Milliman Health & Welfare
City of Lubbock Service Team
Ron Cornwell, F.S.A., M.A.A.A.: Ron serves as the practice leader of the Omaha Health and Welfare
office. As an equity principal and actuary with N ifliman, Ron is an expert in the design, funding, rating
and administration of employee benefit plans. He has written numerous articles for trade journals, such as
Employee Bene/its Journal, and is frequently asked to give presentations at industry meetings. He is available
for consulting with City of Lubbock as needed and will be involved in the review of most, if not all, City
of Lubbock deliverables.
Jason Speer, F.S.A., E.A., M.A.A.A.: Jason is a Consulting Actuary with lrfilliman. Jason has more than
11 years of experience including 2 years as a senior benefits manager at ConAgra hoods. He will serve as
the project manager and technical team manager for your work.
Cathi Smetana: Cathi is a Benefits Consultant with Milliman. Cathi has over 12 years of extensive
Financial Data Analysis, Project Management and Accounting experience in various industries. She will be
responsible for the overall quality and timelines of our work by coordinating resources, communicating
results, and handling any special requests.
N illiman 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.
Millirnan 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
G. General recommendations for each line of coverage
Milliman Health & Welfare
In
�01
• Renewal Evaluation
Our renewal evaluation is a multi -step process to help you evaluate fully -insured renewals as well as begin
preliminary budgeting on self-insured plans. This process includes the following steps:
o Pricing
Our BenefitsCF0 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 Cart Guidelines, our proprietary actuarial model, census and plan designs to calculate
a manual rate.
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 employer's 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 City of Lubbock needs. With healthcare costs on the rise, this analysis has gained
increased importance for many employers. N illiman's proprietary actuarial models, Health Cost
Guidelines and Dental Cost Guidelines are recognized as the industry standards for pricing insurance
pians. 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.
Milliman Health & Welfare
In addition, our actuaries will review the renewal for proper calculation of reserves, benefit changes, large
claims, retention, administration and profit.
• BCT Report
The Budgeting, Contribution & Trend Report gives you an actuarial forecast of costs in the coming year
leading to budget rates and employee contributions. Nlilliman's fully credentialed health and welfare
actuaries use the BCT Report to quickly calculate your total annual cost by plan and tier and display
variances to show the total dollar impact. The BCT Report shows the relative value of plans and coverage
tiers to make sure your plan rates equitably reflect the differences in cost. After the budgeted rates are
established, we model employee contributions according to your desired strategy. A trend analysis allows
outliers or seasonality problems to be identified and addressed. Using our proprietary actuarial cost
model, Heallh Cost Guidelines, we can calculate manual rates as an additional estimate confirming the
experience rate calculation. This is only one of Nlilliman's many customizable and interactive models that
can provide immediate answers to "what i#" types of questions with multiple variables.
• Reserve Analysis
Using actuarial projection techniques to estimate incurred claims, our actuaries can help you can determine
how much you should be holding in reserves and avoid IRS and DOL compliance issues.
We incorporate the following into our reserve calculations:
✓ incurred and paid claim triangles
✓ enrollment history and projections
✓ trend assumptions
✓ various reserving techniques
• Financial Monitoring Report
Nfilliman's Financial Monitoring Report (FMR) provides the answers a benefits manager needs to
facilitate communications with participants, accounting and Finance. FZv1R brings together claims
experience, benefits paid, expenses, and gross and net costs, to name just a few items, in one financial
report. It performs preliminary auditing of data to confirm accuracy of reports. Up-to-date
forecasting leveraged through actuarial analysis turns "data" into "information" giving proactive
management of expectations through Finance.
Project Management Plan
As described above, we work as a team to ensure we meet or exceed your expectations. With that said,
Cathi Smetana 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. Cathi, with the support of Ron, Jason and the entire Nlilliman Omaha office of 15+
consultants will work closely with you in the following areas:
Milkman Health & Welfare
✓ 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
thein on.
Technical Considerations
Many of our technical capabilities are described within the preceding paragraphs. To summarize,
• Health Cost Guidelines - used b}, 45 of the 50 largest health carries, Health Cost Guidelines is recognized
as the industry standard for measuring group health costs.
• Our actuaries use the Benefits CFO suite of tools, to forecast costs and calculate reserves based on
your unique claims experience.
• Familiarity with insurance carrier systems reports - with extensive experience from previous clients,
we are familiar with the format and structure of their reports and have developed a template for
processing data efficiently that ensures we can keep the schedule and budget.
• Research - as a large international firm we produce an extensive amount of research for our clients
as well as general industry knowledge. Some of these are listed below and are produced on a
regular basis or as the environment dictates
+ Client Action Bulletins
Benefits Perspectives newsletter
i Research Reports
Industry surveys
Health Cost Index Report
• Ongoing industry knowledge - given our position within the industry, we take a proactive role in
monitoring our clients' needs and looking for opportunities for improvement.
-+ Legislative: State and Federal
-� Trends
Carriers
Defined Contribution
Milliman Health & Welfare
H
Cost Proposal
As ,you requested, for this project we are bidding on an annual fee basis according to the following
schedule:
City of Lubbock — Core Platform Fee Schedule
Milliman Core Platform Fee:1.5$ 1 pe1n
Number of Employees: 1942
Monthly Fee: $2,932.42
Annual Fee: $35,189.04
We have a long tradition of providing maximum value to our clients. Our clients tell us that
our services are of the highest quality and our fees are a worthy investment for the service and
expertise uniquely provided by Milliman. We trust you will feel the same.
Milliman Health & Welfare
EXHIBIT B
BUSINESS ASSOCIATE AGREEMENT
Resolution No. 2009—RO233
This BUSINESS ASSOCIATE AGREEMENT ("Agreement") is entered into on this 11th day of
June_, 2009 by and between City of Lubbock ("Client") and Milliman, Inc. ("Milliman").
RECITALS
A. Client is a Covered Entity and is therefore subject to the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") and its implementing regulations, including the Standards for Privacy of
Individually Identifiable Health Information (the "Privacy Rule") and the Security Standards for the Protection of
Electronic Protected Health Information (the "Security Rule").
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 the Consulting Services Agreement between the parties (the "Consulting Agreement").
C. Milliman and Client agree that to the extent Milliman needs to access PHI to perform the Services,
it will be acting as a Business Associate of Client and may use PHI only as described in this Business Associate
Agreement.
AGREEMENTS
In consideration of the Recitals and the mutual agreements below, the parties agree as follows:
1. Defined Terms. Capitalized terms used, but not otherwise defined, in this Agreement shall have
the same meaning as those terms in the Privacy Rule and the Security Rule.
2, 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.
(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 any use or disclosure of PHI not provided for by this
Agreement. In addition, Milliman agrees to report to Client 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 existence and occurrence of any and all attempted but unsuccessful Security Incidents arising during the term of
this Agreement. Unsuccessful Security Incidents shall include, but not be limited to, pings and other broadcast
attacks on Milliman'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.
(d) Milliman agrees to ensure that any agent or subcontractor to whom it provides PHI agrees
to the same restrictions and conditions that apply through this Agreement to Milliman with respect to such PHI.
(e) If, in order to determine Client's compliance with the Privacy Rule, the Secretary requires
access to Milliman's internal practices, books and records relating to the use and disclosure of PHI, Milliman agrees
to make such information reasonably available.
(f) At Client's written request, Milliman agrees to provide access to PHI maintained in a
Designated Record Set in order to assist Client in meeting its requirements under the Privacy Rule.
(g) At Client's written request, Milliman agrees to make any amendment(s) to PHI maintained
in a Designated Record Set as Client so directs or agrees to pursuant to the Privacy Rule.
(h) At Client's written request, Milliman agrees to assist Client in documenting disclosures of
PHI made by Milliman as necessary to permit Client to respond to a request by an Individual for an accounting of
disclosures of PHI in accordance with the Privacy Rule. Client acknowledges and agrees that neither this Agreement
nor the Consulting Agreement requires Milliman to make any disclosure for which an accounting would be required
under the Privacy Rule.
(i) Milliman may disclose PHI for Milliman's proper management and administration, provided
that: (i) Milliman obtains reasonable assurances from 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.
(j) Milliman may use PHI to provide Data Aggregation services to Client as permitted by the
Privacy Rule.
(k) Milliman may, at its option:
(i) Deidentify PHI in accordance with the requirements of the Privacy Rule and
maintain such 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
[e] Does not re -identify PHI or contact the Individuals whose information is
contained within the Limited Data Set,
3. Client's Obligations.
(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. If Client requests Milliman to make a
disclosure for which an accounting must be created under this Agreement, Client shall provide Milliman prior written
notice that such disclosure must be accounted for under the Privacy Rule so that Milliman may ensure its compliance
with such requirement.
(b) Client shall provide Milliman with only that PHI which is minimally necessary for Milliman
to provide the Services.
(c) Client shall clearly and conspicuously designate all PHI as such before providing it to
Milliman.
4. Term and Termination.
(a) Term. 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 determines, in accordance with
subsection 4(c)(ii) 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 term of
this Agreement and cure is not possible.
(c) Effect of Termination..
(i) Except as otherwise provided in subsection 4(c)(ii) below, upon termination of
this Agreement for any reason, Milliman shall return or destroy all PHI. This 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,
Milliman shall extend the protections of this Agreement to such PHI, and limit 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) Reoulatonr References. A reference in this Agreement to a section in the Privacy Rule or
the Security Rule means the section as in effect or as amended, and for which compliance is required.
(b) Amendment. The Parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Client to comply with the requirements of the Privacy Rule, the
Security Rule and HIPAA.
(c) Conflicts. Any provision of the Consulting Agreement that is directly contradictory to one
or more terms of this Agreement ("Contradictory Term") shall be superseded by the terms of this Agreement only to
the extent of the contradiction, only for the purpose of Client's compliance with the Privacy Rule or the Security Rule
and only to the extent that it is reasonably impossible to comply with both the Contradictory Term and the terms of
this Agreement.
MILLINC. "Cl�l( Q 7tF(r(CLIFN—
BYA - BY -
Its Its