february 28, 2008
DESCRIPTION
TRANSCRIPT
STATE OF MISSISSIPPI
STATE AND SCHOOL EMPLOYEES
HEALTH INSURANCE MANAGEMENT BOARD
REQUEST FOR PROPOSAL FORCONSULTING SERVICES
February 28, 2008
TABLE OF CONTENTS
Section 1 – Introduction …………………………………………………. 1
Section 2 – Instructions to Proposers ……………………………………. 7
Section 3 – Minimum Vendor Requirements …………………………… 14
Section 4 – Questionnaire ……………………………………………….. 16
Section 5 – Financial Exhibit ……………………………………………. 24
Section 6 – Statutory Requirement ……………………………………… 26
Section 7 – Statement of Compliance and Draft Contract…………………30
Appendices:
Appendix A – 2007 State and School Employees’ Life and Health Insurance Plan Document and 2008 Amendment #1
Appendix B – Aetna Life Insurance “Your Group Plan” summary of coverage and certificate
Appendix C - FY 2007 Actuarial Report
Appendix D – State of Mississippi CHIP Application
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STATE OF MISSISSIPPI
STATE AND SCHOOL EMPLOYEES HEALTH INSURANCE MANAGEMENT BOARD
REQUEST FOR PROPOSAL FORCONSULTING SERVICES
February 28, 2008
SECTION 1Introduction
Overview and Process
The State of Mississippi State and School Employees Health Insurance Management Board (Board) is seeking a consultant to provide services to the Board relating to its management of the State and School Employees’ Life and Health Insurance Plan (Plan) and the insurer component of the Mississippi Children’s Health Insurance Program (CHIP).
The Department of Finance and Administration (DFA) provides administrative support to the Board and is coordinating this Request for Proposal (RFP). The Board desires to contract with a consultant specializing in providing consulting services to large health and life plans and having prior experience directly related to the services requested in this RFP.
The effective date of this contract will be October 1, 2008. This contract will be for four (4) years with an option to renew for one (1) year at the Board’s discretion. This contract shall be governed by the applicable provisions of the Mississippi Personal Service Contract Review Board Regulations, a copy of which is available from the Mississippi State Personnel Board located at 301 North Lamar Street, Suite 100, Jackson, Mississippi or by accessing the website at www.spb.state.ms.us .
This RFP is to secure the services of a consultant with the level of experience and expertise necessary to assist the Board in its management of the Plan and administration of CHIP. The purpose of this RFP is to solicit competitive proposals by defining the Board’s needs, providing to vendors adequate information to develop proposals, describing the evaluation criteria on which proposals will be scored, and providing proposers with a draft contract.
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The consultant will assist the Board by providing such services as requested by the Board for which the consultant has the technical capability to render. These services will include, but not be limited to, assisting the Board in the selection and implementation of a third party medical claims administrator, pharmacy benefit manager, direct contracting administrator, medical manager, insurer for CHIP, and life insurance company; providing recommendations regarding benefit plan design; providing estimates regarding the cost and/or savings associated with benefit plan design changes; assisting the Board in preparing requests for proposals for services required by the Board; and providing technical assistance, as needed. A more detailed listing of services is contained under the Scope of Services section of this RFP.
Before the award of any contract, the proposer will be required to document to the Board that it has the necessary abilities and financial resources to provide the consulting services specified in this RFP. The proposer may also be required to provide additional client references, as well as related project experience detail, in order to satisfy the Board that the proposer is qualified. The Board may make reasonable investigations, as it deems necessary and proper, to determine the ability of the proposer to perform the work, and the proposer shall furnish to the Board all information for this purpose that may be requested. The Board reserves the right to reject any proposal if the proposer fails to satisfy the Board that the proposer is properly qualified to carry out the obligations of the contract and to complete the work described in this RFP.
General Information
State and School Employees’ Life and Health Insurance Plan
The State of Mississippi State and School Employees Health Insurance Management Board administers the State and School Employees’ Life and Health Insurance Plan. The health insurance component of the Plan is self-insured, and currently provides coverage to an estimated 190,000 Plan participants. Eligible participants include active, retired, and COBRA employees (and their enrolled dependents) of the State’s agencies, universities, community/junior colleges, school districts, and public library systems. Plan participants are primarily located within the State of Mississippi, although a small number of participants reside in other states.
The Plan provides two types of health insurance coverage from which most participants may choose: Base Coverage or Select Coverage. The Base Coverage option meets the Federal Government’s criteria as a “qualifying high deductible health plan”, for the purpose of establishing a Health Savings Account (HSA). The Plan also provides a separate coverage level for Medicare-eligible retirees and their Medicare-eligible dependents. The State contributes 100% of the premium for employee-only health insurance for all enrolled active employees hired prior to January 1, 2006, regardless of which coverage option (Base or Select) the employee chooses. Active employees hired on or after January 1, 2006, may choose the 100% employer-paid Base Coverage option, or choose Select Coverage, for which they must pay a small percentage of the premium.
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The employee is responsible for 100% of the premium for any eligible dependents he chooses to enroll for coverage in the Plan. Retirees and COBRA participants pay 100% of their premium and their covered dependents’ premium.
The Board currently contracts with Blue Cross & Blue Shield of Mississippi (BCBSMS) as the Plan’s third party medical claims administrator. The Board currently contracts with Catalyst Rx as the Plan’s pharmacy benefit manager for its prescription drug program for both retail and mail order. The Board currently contracts with CareAllies/Intracorp for utilization management, case management, and disease management services. The Board currently contracts with Mr. Wm. Lynn Townsend, FSA, MAAA for actuarial (Health and Life) services. The Board currently contracts with APS Healthcare for wellness and health promotion services. The Plan’s medical provider network is established via the Board’s contract with a direct contracting administrator, Advanced Health Systems. The Board currently contracts with Thomson/Medstat for data management services and its decision support system. For more information regarding the structure and benefits of the Plan, refer to the Plan Document in Appendix A and the FY 2007 Actuarial Report in Appendix C.
The Plan’s life insurance component currently consists of a flex-funded group term life insurance policy underwritten by Aetna Life Insurance Company. This policy currently insures nearly 90,000 active and retired employees, totaling $5.4 billion in coverage. Coverage is established for active employees as the amount equal to two times their annual salary, while retirees may choose coverage amounts of $5,000, $10,000, or $20,000. The State and enrolled employees each contribute 50% of the life insurance premium, while retirees are required to pay 100% of their life insurance premium. Refer to the Aetna Life Insurance “Your Group Plan” summary of coverage and certificate in Appendix B, the Plan Document in Appendix A and the FY 2007 Actuarial Report in Appendix C, for more information on the life insurance coverage available under the Plan.
Children’s Health Insurance Program
The Children’s Health Insurance Program is a federal and state funded program administered by the Mississippi Division of Medicaid that provides health insurance coverage for uninsured children up to 19 years of age in families with income up to 200% of the federal poverty level. The Division of Medicaid contracts with the Board to administer the separate insurance component of CHIP. As of January 2008, approximately 63,000 children were enrolled in the program.
As the administrating agency, the Division of Medicaid determines enrollment and eligibility for CHIP. Eligibility is generally effective for a twelve month period, unless a child becomes 19 years old, eligible for Medicaid, or is no longer residing in Mississippi. Benefits under CHIP generally include all medical benefits under the State and School Employees’ Health Insurance Plan, as well as dental, vision, hearing, immunization,
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prescription drug coverage and residential mental health services. There are no exclusions for pre-existing conditions under CHIP.
There are no premiums or enrollment fees charged to eligible families for children enrolled in CHIP, as well as no cost sharing requirements for preventive services, including immunizations, well child care, covered dental services, routine eye examinations and eyeglasses, and hearing aids. Likewise, there is no cost sharing requirements for families below 150% of the federal poverty level. Families with incomes above 150% of the federal poverty level are responsible for minimal co-payments.
The Board currently contracts with Blue Cross & Blue Shield of Mississippi to insure the children enrolled in CHIP through a fully insured plan. The insurer’s premium rates charged by BCBSMS are adjusted on a schedule as outlined in the policy. The Board’s actuary is responsible for reviewing and determining the reasonableness of the rate adjustments. Although currently a fully-insured program, an employer premium subsidy feature may be implemented in the future. Under such an arrangement, CHIP would pay the insurance premium for coverage under the employer’s plan if the employer-sponsored plan met certain criteria. If implemented, an actuarial analysis of the employer-sponsored health plan’s benefits would need to be conducted to determine if the employer-sponsored plan is eligible for premium subsidy under CHIP. For more detail information regarding CHIP, refer to the State’s application contained in Appendix D.
Scope of Services
The Consultant is expected to provide the following services:
A. State and School Employees’ Life and Health Insurance Plan
1. Be proactive in formulating and presenting to the Board recommendations and ideas regarding the management of the Plan and/or CHIP;
2. Provide assistance to the Board in preparation of request(s) for proposals that include, but are not limited to, third party medical claims administrator, medical management vendor, pharmacy benefit manager, direct contracting administrator, decision support system, wellness & health promotion, life insurance company, and services to be rendered to CHIP by third parties;
3. Provide assistance to the Board in designing the integration of the Plan and/or CHIP vendors, as well as managing vendor implementations and transitions;
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4. Assist the Board with the development of performance standards relating to vendors’ performance of services to the Board and evaluate the performance of vendors;
5. As requested by the Board, research pertinent issues regarding the Plan and/or CHIP and provide reports documenting research, findings, and recommendations, as applicable;
6. Communicate to the Board, in a timely manner, changes in federal statutes and regulations that may impact the Plan and/or CHIP;
7. Provide assistance to the Board in determining benefit design for the Plan and/or CHIP and the cost/savings associated with any benefit design changes;
8. Review various reports submitted by any vendor selected by the Board, and make recommendations on the format and content of the reports, for the overall purpose of making the reports useful and meaningful to the Board;
9. At the Board’s request, work with vendors contracted with the Board to facilitate the provision of necessary services to the participants of the Plan and/or CHIP;
10. Provide analysis for evaluation of contracted and/or potential provider networks and/or providers to the Plan and/or CHIP, including but not limited to, provider pricing and geographic distribution of providers;
11. As requested by the Board, testify before the State Legislature, Legislative Budget Committee, Performance Evaluation and Expenditure Review Committee, Mississippi Department of Medicaid, Insurance Advisory Council, and testify or provide assistance in connection with any legal proceedings in which the Board or the State of Mississippi is a party in relation to the services provided under this contract;
12. As requested by the Board, provide other such services for which the consultant has the technical capability to render;
13. Maintain full and accurate records with respect to all matters covered under this Contract. Additionally, at the request of the Board, provide the Board all spreadsheets, assumptions, and calculations for any project authorized and funded by the Board in a format acceptable to the Board; and
14. Assist the Board in the transition of CHIP from a fully insured, single insurer state program to a self-insured program, should the Board so determine.
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SECTION 2Instructions to Proposers
Proposals must be received at the DFA-Office of Insurance in Jackson, Mississippi, no later than 2:00 p.m. CDT, April 7, 2008. Proposals must be submitted in writing with appropriate certification signatures as indicated. Your proposal should be organized as follows:
1. Introduction2. Minimum Vendor Requirements Confirmation (Refer to Section 3)3. Statement of Compliance (Refer to Section 7)4. Statutory Requirement (Refer to Section 6)5. RFP Questionnaire/Responses (Refer to Section 4)6. Cost Quotation Form (Refer to Section 5)7. Resumes for Key Staff as requested in the Questionnaire8. Any Additional Information Not Specifically Requested
In preparing your response to any RFP question or requests for information, you should repeat each question or requirement and then state your response. Provide complete answers and explain all issues in a concise, direct manner. If you cannot provide a direct response for some reason (e.g. your company does not collect or furnish certain information), indicate the reason rather than providing general information that fails to answer the question. All information requested is considered important. If you have additional information you would like to provide, include it as an appendix. The information contained in your response to this RFP will be used by the Board in determining whether or not you will be selected. The proposal the Board selects will be a working document. As such, the Board will consider the proposal an integral part of any final contract and will expect that all representations made in the proposal will be honored.
It is the proposer’s sole responsibility to submit information relative to the evaluation of his proposal and the Board is under no obligation to solicit such information if it is not included with the proposer’s proposal. Failure of the proposer to submit such information may cause an adverse impact on the evaluation of the proposer’s proposal. All documentation submitted in response to this RFP and any subsequent requests for information pertaining to this RFP shall become the property of the Board and will not be returned to the proposer.
FAILURE TO PROVIDE ALL REQUESTED INFORMATION MAY RESULT IN DISQUALIFICATION OF YOUR PROPOSAL.
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Important Dates The Board reserves the right to adjust this schedule.
2/28/2008 RFP released by Board3/17/2008 “Intent to Propose” and Questions Due to Board3/24/2008 “Response to Questions” released by Board4/7/2008 Proposals Due to BoardWeek of 6/9/2008 Presentations by Finalists*6/25/2008 Vendor Selected10/01/2008 Contract Effective Date
*If deemed necessary by the Board, finalists may be required to make a presentation to the Board and staff in Jackson, Mississippi. If your company is selected as a finalist, notification will be provided to you in advance of the scheduled presentation.
Proposals must be received in the DFA-Office of Insurance in Jackson, Mississippi by 2:00 PM CDT, April 7, 2008. Any proposal received after the deadline will not be accepted.
Proposals must be delivered in a sealed package and clearly labeled with the words, “Proposal - Do Not Open” prominently displayed on the outside of the package.
Proposers must submit one (1) original and six (6) copies (with at least one copy to be unbound) of their proposal, along with a “soft” copy preferably in Word® format on compact disk, to the following address:
Edie MillsDirector, Benefits and Participant Services Department of Finance and Administration Office of Insurance901 Woolfolk Building, Suite B501 North West StreetJackson, MS 39201
Questions regarding the proposal should be submitted in writing to Edie Mills at the address listed above, or by e-mail or facsimile at the address provided below:
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E-mail: [email protected]
Facsimile No. (601) 359-6568
1. Intent to Propose and Questions All potential proposers are requested to indicate their intention to propose by March 17, 2008. Only those vendors that submit an “Intent to Propose” by March 17, 2008 will be allowed to submit questions. Notice may be submitted via fax or e-mail ([email protected]), with questions or separately, at the proposer's discretion. Your intent to propose should indicate your organization's primary contact, direct telephone number of contact, e-mail address, and facsimile number. Responses to vendor questions received by March 17, 2008, will be made available on DFA’s website at www.dfa.state.ms.us under “Bid and RFP Notices”. It is the proposer’s sole responsibility to monitor the web site for responses to questions.
2. Duration of Proposal Within the introduction section of the proposal, it shall be stated that the proposal is valid for at least 180 days subsequent to the date of submission. The proposal shall become part of the contract in the event that the contract is awarded to your organization.
3. Corrections and Clarifications The Board reserves the right to request clarifications or corrections to proposals. Any proposal received which does not follow the "Instructions to Proposers", meet the "Minimum Vendor Qualifications" or comply with other proposal requirements of this RFP, including clarification or correction requests, may be considered to be "non-responsive" and may be rejected.
4. Withdrawal or Amendment of a Proposal A proposer may withdraw a proposal by submitting a written request for its withdrawal to the Board, signed by the proposer and mailed to the above contact. The Board shall not accept any amendments, revisions, or alterations to proposals after the due date unless formally requested in writing to, and approved by, the Board.
5. Cost of Proposal Preparation All costs incurred by the proposers in preparing and delivering their proposals, making on-site presentations, and any subsequent time and travel to meet with the Board regarding the proposal shall be borne at the proposers' expense.
6. Proposal Evaluation Vendors’ proposals will be evaluated in three phases: Compliance, Analysis, and Finalist. Areas within each phase are listed in order of their relative importance.
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a. Compliance Phase:In order to successfully complete the Compliance Phase, proposals must have been received by the deadline, vendors must have met the “Minimum Vendor Requirements” in Section 3, and proposals must have received a passing score relative to contract conditions and other compliance issues. In addition, vendors must have substantially adhered to the “Instructions to Proposers” in Section 2 of the RFP. Those proposals passing the Compliance Phase will be evaluated further.
b. Analysis Phase:If a proposal passes the Compliance Phase, it will be further evaluated based on the following criteria listed in order of importance:
1) Experience and Qualifications – the extent, degree, and context of the consultant’s experience and qualifications with programs of similar complexity to the Plan and CHIP;
2) Pricing – the willingness to provide competitive fees; multiple year fee guarantees;
3) Questionnaire Responsiveness – the quality and completeness of responses to the questions and information requests in Section 4 of this RFP, including compliance with any subsequent information requests;
4) Contract Conditions – acceptance of contract conditions and terms as illustrated in Section 7 of this RFP;
c. Finalist Phase:Based on the evaluation results from the Analysis Phase, selected vendors will be named as finalists and will move to the Finalist Phase of the evaluation process. The Finalist Phase may include any or all of the following:
1) References – demonstration of an acceptable level of performance, customer satisfaction, and a track record of successfully providing services for programs of similar size and complexity as the Board's Plan.
2) Presentations – at the Board’s discretion, finalists may be requested to make a presentation to the Board and DFA Staff in Jackson, Mississippi.
7. Mississippi Public Records Act/Confidentiality of Proposals Any proposal, including accompanying attachments, will be available for review by State of Mississippi personnel, the Board, members and staff of the Legislature and oversight boards. The proposal is further subject to the "Mississippi Public Records Act of 1983," codified as section 25-61-9 et seq., as amended, of the
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Mississippi Code Annotated and exceptions found in Section 79-23-1, as amended, of the Mississippi Code.
The Board understands that you may consider some of the information required to be provided in the proposal to be proprietary. The Board requests that each page of the proposal that you consider confidential be on a different color paper than non-confidential pages and be marked in the upper right hand corner with the word "CONFIDENTIAL."
The statute listed herein provides that you can request that prior to the release of any information that you will be notified by the Board of the request for the information and given sufficient time to seek protection from the appropriate court. If you do not obtain protection from the appropriate court, all information supplied whether marked confidential or not, may be released. The Board will accept no additional restrictions on the release of information contained in your proposal.
8. Certification of Independent Price Determination By submission of a proposal, the proposer certifies that the prices submitted in response to the RFP have been arrived at independently and without – for the purpose of restricting competition – any consultation, communication, or agreement with any other proposer or competitor relating to those prices, the intention to submit a proposal, or the methods or factors used to calculate the fees proposed.
9. Right to Consider Historical Information The Board reserves the right to consider historical information, whether gained from the proposer’s proposal, question and answer conferences, references, or any other source.
10. Right to Reject, Cancel and/or Issue another RFP The Board specifically reserves the right to reject any or all proposals received in response to this RFP, to cancel the RFP in its entirety, or to issue another RFP for the services requested.
11. Acknowledgement of RFP Amendments Should an amendment to the RFP be issued, it will be posted on DFA’s web site at www.dfa.state.ms.us under “Bid and RFP Notices”. Proposers must acknowledge receipt of any amendment to the request for proposal by signing and returning the amendment form with the proposal, by identifying the amendment number and date in the space provided for this purpose on the amendment form, or by letter. The acknowledgment must be received by DFA by the time and at the place specified for receipt of proposals. It is the proposer’s sole responsibility to monitor the web site for amendments to the RFP.
12. Representation Regarding Contingent Fees
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By submission of a proposal, the proposer represents that it has not retained any person or agency to solicit or secure a contract for the services described herein upon an agreement or understanding for a commission or a percentage, brokerage, or contingent fee. The Board will not pay any brokerage fees for securing or executing any of the services outlined in this RFP. Therefore, all proposed fees must be net of commissions and percentage, contingent, brokerage, service, or finder’s fees.
13. Representation Regarding Gratuities By submission of a proposal, the proposer represents that it has not violated, is not violating, and promises that it will not violate any prohibition against gratuities as set forth in Section 7-204 (Gratuities) of the Mississippi Personal Services Contract Procurement Regulations, a copy of which may be obtained by contacting the Mississippi State Personnel Board located in the Robert G. Clark Jr. Building at 301 North Lamar Street, Suite 100, Jackson, Mississippi 39201, or by accessing the website at www.spb.state.ms.us .
14. Statement of Compliance Requirement Section 7 contains a standard contract and a Statement of Compliance. Please review this section carefully and include a Statement of Compliance signed by an officer, principal or owner of the firm with your completed proposal. PROPOSALS MUST INCLUDE A SIGNED STATEMENT OF COMPLIANCE IN ORDER TO RECEIVE CONSIDERATION.
15. Statutory Requirement In accordance with Section 25-15-9(1)(a) of the Mississippi Code, each entity that submits a proposal in response to this RFP must provide a disclosure statement detailing any services or assistance it provided during the previous fiscal year to the Board and/or DFA in the development of the State and School Employees’ Life and Health Insurance Plan. The statement must include a detailed description of the proposer’s participation in the development of the Plan, as well as any resulting compensation received from the Board and/or DFA during the previous fiscal year. If you did not provide such assistance to the Board and/or DFA, you must indicate in your disclosure statement that this provision does not apply to you. A list of persons, agents, and corporations who have contracted with or assisted the Board in preparing and developing the State of Mississippi State and School Employees’ Life and Health Insurance Plan and a copy of the statutory requirement are contained in Section 6 of this RFP.YOU MUST PROVIDE A STATEMENT WHETHER OR NOT THE PROVISION APPLIES TO YOU. FAILURE TO PROVIDE THIS DISCLOSURE STATEMENT WILL RESULT IN YOUR PROPOSAL BEING ELIMINATED FROM FURTHER CONSIDERATION.
16. Right of Negotiation Discussions and negotiations regarding price and other matters may be conducted with proposer(s) who submit proposals determined to be reasonably susceptible of
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being selected for award, but proposals may be accepted without such discussions. The Board reserves the rights to further clarify and/or negotiate with the “proposer evaluated best” following completion of the evaluation of proposals but prior to contract execution, if deemed necessary by the Board. The Board also reserves the right to move to the next best proposer if negotiations do not lead to a final contract with the best proposer.THE BOARD RESERVES THE RIGHT TO FURTHER CLARIFY AND/OR NEGOTIATE WITH THE PROPOSER(S) ON ANY MATTER SUBMITTED.
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SECTION 3Minimum Vendor Requirements
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The following proposal requirements are mandatory. Failure to meet any of these proposal criteria will result in disqualification of the proposal submitted by your organization.
Please respond by restating each vendor requirement and document how your organization meets these minimum criteria. This should be the second section of your proposal.
Minimum Vendor Requirements
1. The proposing organization must have at least five (5) years experience as an organization in providing the type and scope of consulting services to be procured through this competitive process. The determination of the length of time an entity has provided these services will be based upon the initial date the entity established a contractual relationship to provide such consulting services. The proposing organization must provide sufficient detail to demonstrate it has significant experience in working with programs similar in size and complexity to the Plan and CHIP.
2. The individual who will act as the Board’s primary contact shall be, at a minimum, at senior consultant level and shall have at least six (6) years experience of consulting responsibilities in health insurance, of which three (3) years experience must have been in providing consulting services to self-insured health plans consisting of at least 100,000 covered lives.
3. The proposing organization must have individuals who have the following experience 1) at least three (3) years experience in medical claims administration at a management level, 2) comprehensive consulting experience in the selection of a third party medical claims administrator for plans consisting of at least 100,000 covered lives, 3) comprehensive experience in the selection of a life insurance company for plans consisting of at least 20,000 covered lives, 4) at least five (5) years consulting experience in benefit design and evaluation, 5) comprehensive experience in the selection, of a pharmacy benefit manager for plans consisting of at least 100,000 covered lives, 6) at least five (5) years experience in provider fee analysis, and 7) at least three (3) years consulting experience in selecting, installing, and managing the transition of an insurer . For each item, identify the individual(s) having the required experience. Although it is acceptable for one staff member to meet one or more requirements, multiple individuals’ years of experience cannot be aggregated to meet a specific requirement.
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4. The proposing organization must be an independent entity. An insurance company, medical claims administrator, pharmacy benefit manager, or similar organization subject to the jurisdiction of the Mississippi Department of Insurance shall not be considered qualified. Additionally, if the majority ownership of the proposing organization is an insurance company or similar organization referenced in this item, the proposing organization will not be considered qualified.
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SECTION 4Questionnaire
1. State the full name and home office address of your organization. Describe your organizational structure (e.g., publicly held corporation, private non-profit, partnership, etc.). If it is incorporated, include the state in which it is incorporated. List the name and occupation of the individuals serving on your organization’s board of directors, and list the name of any entity or person owning 10% or more of your organization.
2. List the name, title, mailing address, telephone number, facsimile number, and e-mail address of the contact person for this proposal.
3. How long has your organization been in business?
4. List the office that will service the Board. If it is located at a different address than the home office, provide the complete address, phone number, and facsimile number for this office.
5. Provide the name(s) of the consultant(s) to perform the work for the Board and a brief statement as to why each consultant is qualified to provide services to the Board. The Board understands that consultants will be assigned to projects based on the type of project to be undertaken and the expertise and experience of the individual consultant. For example, based on a consultant’s expertise and experience, the proposer may assign the consultant to assist in the selection and implementation of a third party medical claims administrator, but may assign a different consultant to assist in the selection of a life insurance company. Identify the area(s) of expertise for each consultant.
6. Provide a complete resume for each consultant who will be assigned to render services to the Board, including detailed information on any special training or designations. Identify the consultant who will serve as the primary contact for the Board.
7. What was your company’s average number of employees for calendar year 2007?
8. The Board must have prompt and direct access throughout the contract period to the consultant(s). Address in detail how your company will provide access of the consultant(s) to the Board.
9. Do you publish newsletters and other informative publications that are routinely provided to your clients?
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10. Have you prepared reviews of topics related to the health and life insurance fields that are routinely provided to your clients? Provide sample copies.
11. Detail your ability to monitor regulatory and legislative developments at both the state and federal level, and how this will be communicated to the Board.
12. Are you currently working or have you previously worked with Thomson Healthcare or a similar data management vendor? If you have experience with Thomson Healthcare, provide the name, title, address, and phone number of your contact. If you have not worked with Thomson Healthcare, but have worked with other data management vendors, provide the vendor’s name and the name, title, address, and phone number of your contact.
13. Describe your work experience with clients and your resources available to assist clients related to the Health Insurance Portability and Accountability Act (HIPAA), including the Administrative Simplification and Security Rule provisions, specifically as it relates to the Standards for Privacy of Individually Identifiable Health Information.
14. How long has your organization been providing consulting services to self-insured health plans?
15. How long has your organization been providing consulting services for life insurance?
16. How long has your organization been providing consulting services relating to pharmacy benefit managers?
17. How long has your organization been providing consulting services relating to wellness and health promotion?
18. How long has your organization been providing consulting services relating to medical management?
19. Describe your ability to assist the Board in health policy issues (e.g. state health care reform, insurance reform, state implementation of federal law changes, etc.). Provide examples of this type of work with other states.
20. Address your ability to provide legal research in such areas as compliance with Americans with Disabilities Act, Family Medical Leave Act, IRS Code Section 125, Consolidated Omnibus Reconciliation Act of 1986 (“COBRA”), and other benefit issues, including statutes, rules and regulations that may impact the Plan and/or CHIP.
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21. Describe your medical staff (e.g. physicians, registered nurses) available to assist the Board in the review of appeals and other medical inquiries.
22. Explain in detail your ability to provide expertise and experience in the areas of health benefit plan analysis and design. Explain in detail the types of analyses you have conducted relative to benefits analysis and design for health plans with at least 100,000 employees.
23. Explain in detail the types of analyses you have conducted relative to provider pricing and geographic location. What types of software and databases are used by your company to perform these analyses?
24. Explain in detail your experience and ability to provide expertise in the area of life insurance benefit design for a group plan. Explain in detail the types of work you have performed in this area.
25. Explain in detail your experience and ability to provide expertise in the review and selection process for a life insurance company for a group plan.
26. Explain in detail your ability and experience developing rates on a capitated basis and measuring the performance of entities compensated on a capitated basis.
27. Explain in detail your organization’s experience pertaining to the selection of a medical management vendor.
28. Explain in detail your organization’s level of experience pertaining to the selection of a pharmacy benefit manager.
29. Explain in detail your experience and ability to provide expertise in the selection, transition, and implementation of a third party medical claims administrator for a health plan with at least 100,000 covered lives, including, but not limited to, the following:
a. The key elements you think are critical in selecting a third party medical claims administrator and how you evaluate these;
b. How you would assist in managing the transition and implementation of a third party medical claims administrator? Include a detailed time line and task list for the selection of a third party medical claims administrator and your typical level of involvement in each task including the number of staff and their responsibilities that are typically assigned to assist the client in this process. Confirm your agreement to provide on-site staff during critical periods, if requested by the Board;
c. Explain how a proposing vendor’s file layout and data requirements are reviewed;
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d. Provide a detailed time line for the implementation of a third party medical claims administrator in line with the size of the Plan;
e. The number of staff typically assigned to assist the client in the transition of a third party medical claims administrator;
f. A list of the most frequent problems you have encountered during previous third party medical claims administrator transitions and how these problems were resolved;
g. The types of review of file layouts, data dictionaries, etc., you would recommend performing to ensure the efficient and timely transfer of data between the incumbent and new third party medical claims administrator. Your explanation should include, but not be limited to, claims history and eligibility;
h. Provide examples of the types of forms you typically use during a transition, including, but not limited to, task lists, data transfer specification, benefits specification, etc.; and
i. The types of performance standards you would recommend be placed on the third party medical claims administrator.
30. Provide a recent example of the selection and implementation of a third party medical claims administrator for a health plan with at least 50,000 covered lives that was managed by your company. Explain in detail how your company’s experience and expertise benefited the client.
31. State if your company currently provides any services, directly or indirectly, to any of the following vendors or Board members. If so, provide a full description of services provided.
Blue Cross & Blue Shield of Mississippi PricewaterhouseCoopers, LLP CatalystRx Advanced Health Systems CareAllies/Intracorp Thomson Medstat Systems, Inc. Wm. Lynn Townsend, FSA, MAAA Aetna Life Insurance Company The Segal Company, Inc. APS Healthcare Midwest Board Members: Col. J. K. Stringer, Jr., Executive Director, Department
of Finance and Administration; Dr. Hank Bounds, State Superintendent of Education; Liles Williams, Chairman, Workers’ Compensation
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Commission; Mike Chaney, Commissioner of Insurance; Dr. Thomas Meredith, Commissioner, Institutions of Higher Learning; Larry Fortenberry, President, Executive Planning Group; Christopher Burkhalter, FCAS, MAAA, Actuary, Bickerstaff, Whatley, Ryan, and Burkhalter, Inc.; Don Thompson, Director, State Personnel Board; Pat Robertson, Executive Director, Public Employees Retirement System; Dr. Eric Clark, Executive Director, State Board of Community and Junior Colleges; Senator Alan Nunnelee, Chairman, Senate Appropriations Committee; Representative Johnny Stringer, Chairman, House Appropriations Committee; Representative Walter Robinson, Jr., Chairman, House Insurance Committee; Senator Eugene Clarke, Chairman, Senate Insurance Committee.
32. List three current clients for whom your company provided services related to health plan benefits analysis and design. For each client, the list must specify the type of work performed by your company, the number of covered lives in the client’s group and the period of time retained as a client. One of the three must be the longest standing client; one must be the client with the largest employee population; and the third must be the client for whom the largest impact was achieved through your company’s services. If two or more of these are met by the same client, list additional clients so that at least three clients are listed. For each client, include the name, title, address, facsimile number, e-mail address, and phone number of a person whom we may contact as a reference.
33. List at least three clients for whom your company aided in the selection and/or the implementation of a third party medical claims administrator. For each client, the list must specify the type of work performed by your company, the number of covered lives in the client’s group, and the period of time retained as a client. One of the three must be the longest standing client; one must be the client with the largest employee population; and the third must be the client for whom the largest impact was achieved through your company’s services. If any of these are met by the same client or one mentioned in the previous question, list additional clients so that at least three more clients are listed. For each client, include the name, title, address, facsimile number, e-mail address, and phone number of a person whom we may contact as a reference.
34. List at least three clients for whom your company aided in the selection and/or implementation of a pharmacy benefit manager. For each client, the list must specify the type of work performed by your company, the number of covered lives in the client’s group, and the time retained as a client. One of three must be the longest standing client; one must be the client with the largest employee population; and the third must be the client for whom the largest impact was achieved through your company’s services. If any of these are met by the same client or one mentioned in the previous questions, list additional clients so that at least three more clients are listed. For each client, include the name, title, address,
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facsimile number, e-mail address, and phone number of a person whom we may contact as a reference.
35. List at least three clients for whom your company assisted in the benefit design and/or selection of a life insurance company. One of the three must be the longest standing client; one must be the client with the largest employee population; and the third must be the client for whom the largest impact was achieved through your company’s services. For each client, the list must specify the type of work performed by your firm, the number of covered lives in the client’s group, and the period of time retained as a client. For each client, include the name, title, address, facsimile number, e-mail address, and phone number of a person whom we may contact as a reference.
36. If at least three governmental clients are not listed in Questions 32 through 35 combined, list additional governmental clients so that three governmental clients are listed for which your company has assisted in at least one of the services identified in Questions 32-35. For each client, the list must specify the type of work performed by your firm, the number of covered lives in the client’s group, and the period of time retained as a client. For each client, include the name, title, address, facsimile number, e-mail address, and phone number of a contact whom we may contact as a reference.
37. List all clients that have discontinued use of your services since January 1, 2007, and your understanding for their discontinued use of your services. For each client listed, include the name, title, address, facsimile number, e-mail address, and phone number of a person whom we may contact as a reference.
38. The Board may request the consultant to provide written opinions to the Board on a patient specific appeal, (e.g. experimental/investigational, cosmetic vs. medical necessity). In addition, the Board may request the consultant to provide information on current medical practices and procedures. Describe your medical staff (e.g. physicians, registered nurses) available to assist the Board in the review of appeals and other medical inquiries.
39. Explain in detail your experience and ability to provide expertise in the selection, transition, and implementation of an insurer for a health plan with at least 30,000 covered lives, including, but not limited to, the following:
a. The key elements you think are critical in selecting an insurer and how you evaluate these;
b. How you would assist in managing, if requested, the transition and implementation of an insurer? Include a detailed time line and task list for the selection of an insurer and your typical level of involvement in each task including the number of staff and their responsibilities that are typically assigned to assist the client in this process. Confirm your
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agreement to provide on-site staff during critical periods, if requested by the Board;
c. Explain how a proposing vendor’s file layout and data requirements are reviewed;
d. Provide a detail time line for the transition of an insurer in line with the size of the CHIP;
e. The number of staff typically assigned to assist the client in the transition of an insurer;
f. A list of the most frequent problems you have encountered during previous insurer transitions and how these problems were resolved;
g. The types of review of file layouts, data dictionaries, etc., you would recommend performing to ensure the efficient and timely transfer of data between the incumbent and new insurer. Your explanation should include, but not be limited to, claims history and eligibility;
h. Provide examples of the types of forms you typically use during a transition, including, but not limited to, task lists, data transfer specification, benefits specification, etc.;
i. The types of performance standards you would recommend be placed on an insurer;
j. The types of reports that you would recommend the insurer provide to the Board in relation to utilization of medical benefits, market penetration, and administrative services performed by the insurer; and
k. The types of requirements you would recommend be placed on the insurer to ensure adequate access to and quality of health care for the eligible children under CHIP.
40. Provide a recent example of the selection and implementation of an insurer for a health plan with at least 30,000 covered lives that was managed by your company. Explain in detail how your company’s experience and expertise benefited the client.
41. List at least three clients for whom your company aided in the selection and/or the implementation of an insurer. For each client, the list must specify the type of work performed by your company, the number of covered lives in the client’s group, and the period of time retained as a client. One of the three must be the longest standing client; one must be the client with the largest employee population; and the third must be the client for whom the largest impact was
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achieved through your company’s services. If any of these are met by the same client or one mentioned in the previous question, list additional clients so that at least three more clients are listed. For each client, include the name, title, address, facsimile number, e-mail address, and phone number of a person whom may be contacted as a reference.
42. Has your organization ever been involved in a lawsuit pertaining to any area covered by this RFP? If yes, provide details including dates and outcomes.
43. During the past five years, has your organization, related entities, principals or officers ever been a party in any material civil or criminal litigation whether directly related to this RFP or not? If so, provide details including dates and outcomes.
44. Confirm that you agree to comply with the Board’s requirements regarding compensation.
45. Confirm that your proposal is valid for 180 days subsequent to the date of submission.
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SECTION 5FINANCIAL EXHIBIT
FINANCIAL PROPOSAL
Please complete the following “Cost Quotation” form. Rates for each of the five years must be included.
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COST QUOTATION
CONSULTANT SERVICES
Our organization’s unit rates (hourly charges) to provide consulting services to the State of Mississippi State and School Employees Health Insurance Management Board are listed below.
Year 1 Year 2 Year 3 Year 4 Year 5
Senior Consultant ______ _____ ______ ______ ______(Principal)
Senior Consultant ______ _____ ______ ______ ______
Consultant ______ _____ ______ ______ ______
Associate Consultant ______ _____ ______ ______ ______
Technical ______ _____ ______ ______ ______
Administrative/ ______ _____ ______ ______ ______Clerical
Other ______ _____ ______ ______ ______
These rates are guaranteed through the term of the contract.
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SECTION 6STATUTORY REQUIREMENT
You must provide a statement as to whether or not the following provision applies to you. Failure to provide this disclosure statement will result in your proposal being eliminated from further consideration.
In accordance with Section 25-15-9(1)(a) of the Mississippi Code, each entity that submits a proposal in response to this RFP must provide a disclosure statement detailing any services or assistance it provided during the previous fiscal year to the Board and/or DFA in the development of the Plan. The statement must include a detailed description of the proposer’s participation in the development of the Plan, as well as any resulting compensation received from the Board and/or DFA during the previous fiscal year. If you did not provide such assistance to the Board and/or DFA, indicate in your statement that this provision does not apply to you.
A copy of the statutory requirement is provided below. A list of persons, agents, and corporations who have contracted with or assisted the Board in preparing and developing the State of Mississippi State and School Employees’ Life and Health Insurance Plan is provided on the following page.
STATUTORY REQUIREMENT
Section 25-15-9(1)(a), Mississippi Code Ann., states:“The board may employ or contract for such consulting or actuarial services as may be necessary to formulate the plan, and to assist the board in the preparation of specifications and in the process of advertising for the bids for the plan. Such contracts shall be solicited and entered into in accordance with Section 25-15-5. The board shall keep a record of all persons, agents and corporations who contract with or assist the board in preparing and developing the plan. The board, in a timely manner, shall provide copies of this record to the members of the advisory council created in this section and those legislators, or their designees, who may attend meetings of the advisory council. The board shall provide copies of this record in the solicitation of bids for the administration or servicing of the self-insured program. Each person, agent, or corporation which, during the previous fiscal year, has assisted in the development of the plan or employed or compensated any person who assisted in the development of the plan, and which bids on the administration or servicing of the plan, shall submit to the board a statement accompanying the bid explaining in detail its participation with the development of the plan. This statement shall include the amount of compensation paid by the bidder to any such employee during the previous fiscal year. The board shall make all such information available to the members of the advisory council and those legislators, or their designees, who may attend meetings of the advisory council before any action is taken by the board on the bids submitted. The failure of any bidder to fully
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and accurately comply with this paragraph shall result in the rejection of any bid submitted by that bidder or the cancellation of any contract executed when the failure is discovered after the acceptance of that bid.”
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Mississippi State and School Employees’ Life and Health Insurance Plan
List of VendorsIn Accordance with Section 25-15-9, (1)(a), Mississippi Code Ann.
Actuary: Wm. Lynn Townsend, FSA, MAAA
PricewaterhouseCoopers, LLPAnn O'Connell – Principal; Donald Weber – Managing Director; Edward Patrick Cox – Managing Director; Margaret Crossin – Managing Director; Joanne Sica – Director; Lori Nipp – Director; Laura Schweitzer – Director; Tracey Giddings – Director; Jill Stockard – Director; Slate Taylor – Manager; Heather Moon – Manager; Richard Irwin – Manager; Deven Shah – Manager; Stephanie Miller – Manager; Jackie Mazoway – Manager; Kathryn Posen – Manager; Elizabeth Kaminski – Manager; Salvatore Aceto – Manager; Pamela Jones – Manager; Michael Yu-Pin Chang – Manager; Bernie Maron – Manager; Sara Yang – Manager; Sherrie Beers – Sr. Associate; Laura Thompson – Sr. Associate; Alexandra Purcell – Sr. Associate; Richard Czerwinski – Sr. Associate; Hilton Chung – Sr. Associate; Michael Hosen – Sr. Associate; Wenchao Xi – Associate; Jingmin Liu – Associate; Annette Citrone – Executive Assistant; Claudette Duncan – Executive Assistant; Sharon Smith – Executive Assistant; George Garcia – Staff Assistant; Mellony Jayroe – Staff Assistant; and Sondra Morgan – Staff Assistant.
Department of Finance and AdministrationEmployees who are assisting the Board in preparing and developing the State of Mississippi State and School Employees’ Life and Health Insurance Plan include J. K. Stringer, Jr., – Executive Director; Rita Wray – Deputy Executive Director; Office of Insurance Staff: Teresa Planch – State Insurance Administrator; Richard Self – Deputy Director; Edie Mills – Director, Benefits and Participant Services; Steven May – Director, Planning and Analysis; Carol Parker – Director of Policy Development; and Cheryl Turner – Director of Special Programs.
Health Insurance Management BoardHealth Insurance Management Board members who are assisting in preparing and developing the State of Mississippi State and School Employees’ Life and Health Insurance Plan include J. K. Stringer, Jr., (Chairman) – Executive Director, Department of Finance and Administration; Dr. Hank Bounds – State Superintendent of Education; Liles Williams – Chairman, Workers’ Compensation Commission; Mike Chaney – Commissioner, Department of Insurance; Dr. Thomas Meredith – Commissioner, Institutions of Higher Learning; Pat Robertson, Executive Director, Public Employees’ Retirement System; Don Thompson, Director, State Personnel Board; Dr. Eric Clark, Executive Director, State Board of Community and Junior Colleges; Christopher Burkhalter – Burkhalter Consulting Actuaries; Larry Fortenberry – President, Executive Planning Group; The Honorable Alan Nunnelee – Chairman, Senate Appropriations
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Committee; The Honorable Johnny Stringer – Chairman, House Appropriations Committee; The Honorable Walter Robinson, Jr. – Chairman, House Insurance Committee; and The Honorable Eugene Clarke – Chairman, Senate Insurance Committee.
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Section 7Statement of Compliance and Draft Contract
This section contains a copy of the Statement of Compliance and a copy of the Board’s draft contract for consulting services. If you object to any of the contract conditions or any requirements listed in this RFP, please note and explain your objection on the Statement of Compliance.
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Statement of Compliance & Draft Contract
Please review the draft contract found in Section 7 carefully and include a signed Statement of Compliance with your completed proposal. Proposer must submit a signed Statement of Compliance.
Note: The enclosed draft contract is numbered independently from the remainder of the RFP.
Statement of ComplianceWe have agreed to adhere to all conditions and requirements as set forth in the State of Mississippi Request for Proposal for Consulting Services, dated February 28, 2008, including the draft contract conditions contained in Section 7, except as listed below:
An original signature is required below.
____________________________________ ______________________________Name Date
____________________________________ ______________________________Title
____________________________________Company
Please have the appropriate officer sign this statement and include it as a part of your proposal.
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DRAFT CONSULTING SERVICES CONTRACT
This Consulting Services Contract (Contract) is made by and between the State of Mississippi State and School Employees Health Insurance Management Board (Board), acting administratively through the Mississippi Department of Finance and Administration (DFA), and ____________________________, (Consultant) on October 1, 2008, under the following terms and conditions under which the Consultant agrees to render services as herein described to the participants of the Mississippi State and School Employees’ Health Insurance Plan (Plan) and Children’s Health Insurance Program (CHIP) beginning October 1, 2008.
1. SCOPE OF SERVICES
The Consultant agrees, at the request of the Board, to assist the Board and the staff of DFA by providing the following consulting services.
The Consultant is expected to:
A. Be proactive in presenting recommendations and ideas to the Board regarding the management of the Plan and CHIP;
B. Provide assistance to the Board in preparation of Request(s) for Proposals that include, but are not limited to, third party medical claims administrator, medical management vendor, pharmacy benefit manager, decision support system, provider network administrator, insurer, and life insurance company;
C. Provide assistance to the Board in designing the integration of the vendors for the Plan and CHIP and managing implementations and transitions, and evaluating the performance of vendors under contract with the Board;
D. Research pertinent issues regarding the Plan and CHIP and provide reports documenting research, findings, and recommendations;
E. Communicate, in a timely manner, to the Board changes in federal statutes and regulations that may impact the Plan and CHIP;
F. Provide assistance to the Board in determining benefit design for the Plan and CHIP and the costs/savings associated with any benefit changes;
G. Review various reports submitted by any vendor selected by the Board, and make recommendations on the format and content of the reports, for the overall purpose of making the reports useful and meaningful to the Board;
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H. Work with vendors contracted with the Board to facilitate the provision of necessary services to the participants of the Plan and CHIP;
I. Provide analysis of provider pricing, geographic distribution, and other necessary analytical activities for evaluation of potential providers to the Plan and CHIP;
J. As requested by the Board, testify before the State Legislature, Legislative Budget Committee, Performance Evaluation and Expenditure Review Committee, Insurance Advisory Council, and testify or provide assistance in connection with any legal proceedings in which the Board or the State of Mississippi is a party in relation to the services provided under this Contract;
K. Assist the Board with the development of performance standards relating to vendors’ performance of services to the Board and evaluate the performance of vendors;
L. As requested by the Board, provide other such services for which the Consultant has the technical capability to render;
M. Maintain full and accurate records with respect to all matters covered under this Contract. Additionally, at the request of the Board, the Consultant shall provide the Board all spreadsheets, assumptions, and calculations upon completion of any project authorized and funded by the Board in a format acceptable to the Board; and
N. Assist the Board in the transition of CHIP from a fully insured, single insurer state program to a self-insured program, should the Board so determine.
2. CONTRACT TERM
A. The effective date of this Contract will be October 1, 2008. This Contract’s term will be for four (4) years with an option to renew for one (1) year at the Board’s discretion. By March 31, 2012, the Board will notify the Consultant, in writing, of the Board’s intent as to renewal of the Contract for one (1) additional year.
B. This Contract may be terminated by either party, with or without cause, upon at least thirty (30) days prior written notice of intent to terminate provided to the other party.
C. All records and information provided by the Board or through its vendors to the Consultant are the sole property of the Board and shall be returned to the Board within thirty (30) days of the termination date of this Contract. The Consultant shall be entitled to retain and utilize data that
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have been captured, computed, or stored in the Consultant’s databases to the extent that such data cannot be identified or linked to the Board, Plan, or an individual Plan participant.
D. Upon termination of this Contract, the Consultant shall fully cooperate with the Board and the new Consultant during the transition of the Plan to the new Consultant. Upon request of the Board, the Consultant shall provide all information maintained by the Consultant in relation to the Plan in a time frame specified by the Board. Information provided shall be in a format designated by the Board. The Consultant shall provide such explanation of the information provided in order to facilitate a smooth transition.
3. CONSIDERATION
The Board agrees to compensate the Consultant for services approved by the Board and performed by the Consultant under the terms of this Contract as follows:
A. The Board shall not provide any prepayments or initial deposits in
advance of services being rendered. Only those services agreed to by Contract shall be considered for reimbursement/compensation by the Board. Payment for any and all services provided by the Consultant to the Board and/or the Plan shall be made only after said services have been duly performed and properly invoiced.
B. In consideration for the services provided by the Consultant under this Contract, the Board shall compensate the Consultant through administrative fees illustrated in Exhibit ____ “Consultant Services Administrative Fees” of this Contract. In accordance with State law and applicable Contract conditions, the Board will compensate the Consultant such fees after the appropriate services have been rendered. The Consultant must submit all invoices, in a form acceptable to the Board with all the necessary supporting documentation, prior to any payment to the Consultant of any administrative fees. Administrative fees must be invoiced on a monthly basis, in sufficient detail and format as determined by the Board. Such invoices shall include, at a minimum, a description of the service(s) provided, the quantity or number of units billed, the compensation rate, the time period in which services were provided, total compensation requested for each individual service being billed, and total administrative fees requested for the period being invoiced. The Board agrees to make payment to the Consultant on any undisputed amounts within thirty (30) days from the date services were rendered or the date of receipt of the invoice, whichever comes last. Upon the effective date of termination of this Contract, the Consultant’s obligation to provide any further services under this Contract shall cease. The Consultant shall,
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however, remain liable for any obligations arising hereunder prior to the effective date of such termination.
C. The payment of an invoice by the Board shall not prejudice the Board's right to object or question any invoice or matter in relation thereto. Such payment by the Board shall neither be construed as acceptance of any part of the work or service provided nor as an approval of any costs invoiced therein. The Consultant's invoice or payment may be subject to further reduction for amounts included in any invoice or payment theretofore made which are determined by the Board, on the basis of audits, not to constitute allowable costs. Any payment shall be reduced for overpayment or increased for underpayment on subsequent invoices. For any amounts which are or shall become due and payable to the Board and/or the Plan by the Consultant, the Board reserves the right to (1) deduct from amounts which are or shall become due and payable to the Consultant under Contract between the parties; or (2) request and receive payment directly from the Consultant within fifteen (15) days such request, at the Board’s sole discretion.
D. The Board agrees to make payment in accordance with Mississippi law on “Timely Payments for Purchases by Public Bodies”, Section 31-7-301, et seq. of the 1972 Mississippi Code Annotated, as amended, which generally provides for payment of undisputed amounts within forty-five (45) days of receipt of the invoice. Payments by state agencies using the Statewide Automated Accounting System (SAAS) shall be made and remittance information provided electronically as directed by the State. These payments shall be deposited into the bank account of the Consultant’s choice. The State may, at its sole discretion, require the Consultant to submit invoices and supporting documentation electronically at any time during the term of this Contract. Consultant understands and agrees that the State is exempt from the payment of taxes. All payments shall be in United States currency. No payment, including final payment, shall be construed as acceptance of defective or incomplete work, and the Consultant shall remain responsible and liable for full performance.
E. Compensation to the Consultant for travel, meals and/or lodging shall be allowed subject to the following criteria:
1. In order to be compensable by the Board, travel expenses must be reasonable and necessary for the fulfillment of the project and contractual obligations;
2. Air travel reimbursement will be limited to “Coach” or “Tourist” class rates, and must be supported by a copy of an original invoice;
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3. Meals and lodging expenses will be reimbursed in the amount of actual costs, subject to the maximum per diem as defined in the Federal Register. A copy of all hotel receipts must be provided. A copy of meal receipts is not necessary;
4. Taxi fares, reasonable rental car expenses, and airport parking expenses will be reimbursed in the amount of actual costs, and must be supported by a copy of an original receipt/invoice;
5. Personal automobile mileage and related costs are not compensable expenses; and
6. Time spent in “travel status” is not compensable. Unit rates in Exhibit A, “Cost Quotation”, of this Contract are to be charged for actual hours worked only and shall not include travel time.
F. The Consultant shall submit all invoices, in a form acceptable to the Board with all of the necessary supporting documentation, prior to any payment of allowable costs. Such invoices will, at a minimum, include the name of each individual, the individual’s job title, the number of hours worked during the period, the hourly rate, the total compensation requested for the individual, the total amount due the Consultant for the period invoiced, and the project or work type.
G. The payment of an invoice by the Board shall not prejudice the Board’s right to object or question any invoice or matter in relation thereto. Such payment by the Board shall neither be construed as acceptance of any part of the work or service provided nor as an approval of any costs invoiced therein. Consultant’s invoice or payment shall be subject to reduction for amounts included in any invoice or payment theretofore made which are determined by the Board, on the basis of audits, not to constitute allowable costs. Any payment shall be reduced for overpayment, or increased for underpayment on subsequent invoices.
H. The Board reserves the right to deduct from amounts which are or shall become due and payable to the Consultant under this Contract between the parties any amounts which are or shall become due and payable to the Board by the Consultant. Notwithstanding anything to the contrary herein, any reduction of payments to Consultant shall be made only with the prior agreement of both parties. In addition, in the event of termination of this Contract for any reason, Consultant shall be paid for services rendered and allowable expenses incurred up to the effective date of termination.
4. AVAILABILITY OF FUNDS
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It is expressly understood and agreed that the obligation of the Board to proceed under this Contract is conditioned upon the appropriation of funds by the Mississippi State Legislature and the receipt of State and/or federal funds. If the funds anticipated for the continuing fulfillment of this Contract are, at any time, not forthcoming or insufficient, either through the failure of the federal government to provide funds or of the State of Mississippi to appropriate funds, or the discontinuance or material alteration of the program under which such funds were provided, or if funds are not otherwise available to the State, the Board shall have the right upon ten (10) working days written notice to the Consultant, to terminate this Contract without damage, penalty, cost, or expenses to the Board of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.
5. ACCESS TO RECORDS
The Consultant agrees that the Board or any of its duly authorized representatives, at any time during the term of this Contract, shall have access to and the right to audit and examine any pertinent books, documents, papers, and records of the Consultant related to the Consultant’s charges and performance under this Contract. The Consultant shall retain such records for a period of six (6) years after final payment under this Contract, unless the Board authorizes in writing their earlier disposition. The Consultant agrees to refund to the Board any overpayment disclosed by any such audit. However, if any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the six (6) year period, the records shall be retained until completion of the action and resolution of all issues that arise from it.
Information generated by the Consultant may be subject to the Public Records Law of the State of Mississippi. Unless otherwise required by law, the Board will not disseminate, sell, or license any proprietary information to others without the Consultant’s prior written approval.
The Consultant recognizes that it may have access to certain confidential and proprietary information pertaining to the business of the Board. The Consultant agrees that it will not, at any time, directly or indirectly disclose such confidential or proprietary information to any other person or organization for any purpose except as may be required by law, or as reasonably relates to the services being provided by the Consultant pursuant to this Contract, without the express, written approval of the Board.
6. APPLICABLE LAW/VENUE
This Contract shall be governed by and construed in accordance with the laws of the State of Mississippi, excluding its conflicts of laws provisions. The Consultant shall comply with applicable federal, state, and local laws and regulations. Venue for any action shall be in the First Judicial District, Hinds County, Mississippi.
7. ASSIGNMENT/SUBCONTRACTING/CHANGE IN OWNERSHIP
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The Consultant shall not assign or subcontract, in whole or in part, its rights or obligations under this Contract to any other organization without prior written consent of the Board. Any attempted assignment without said consent shall be void and of no effect.
8. COMPLIANCE WITH LAWS
The Consultant understands that the State of Mississippi is an equal opportunity employer and therefore maintains a policy which prohibits unlawful discrimination based on race, color, creed, sex, age, national origin, physical handicap, disability, or any other consideration made unlawful by federal, State, or local laws. All such discrimination is unlawful and the Consultant agrees during the term of this Contract that the Consultant will strictly adhere to this policy in its employment practices and provision of services. The Consultant shall comply with, and all activities under this Contract shall be subject to, all applicable federal, State of Mississippi, and local laws and regulations, as now existing and as may be amended or modified.
9. INDEPENDENT CONTRACTOR
The Consultant shall perform all services as an independent contractor and shall at no time act as an agent for the State. No act performed or representation made, whether oral or written, by the Consultant with respect to third parties shall be binding to the Board.
10. MODIFICATION / AMENDMENTS / RENEGOTIATION
This Contract may be modified, altered, or changed only by written agreement signed by the Consultant and Board.
11. PROCUREMENT REGULATIONS
This Contract shall be governed by the applicable provisions of the Mississippi Personal Services Contract Review Board Regulations, a copy of which is available for inspection at the Mississippi State Personnel Board located at 301 North Lamar Street, Jackson, Mississippi.
12. REPRESENTATION REGARDING CONTINGENT FEES
The Consultant represents that it has not retained a person to solicit or secure a State contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. The Board will not pay any commissions and/or any brokerage, percentage, finder’s service, or contingent fees for securing or executing any of the services outlined in this Contract.
13. REPRESENTATION REGARDING GRATUITIES
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The Consultant represents that it has not violated, is not violating, and promises that it will not violate any prohibition against gratuities set forth in Section 7-204 (Gratuities) of the Mississippi Personal Service Contract Procurement Regulations.
14. TERMINATION FOR CONVENIENCE
A. Termination . The Board may, when the interests of the State so require, terminate this Contract in whole or in part for the convenience of the State. The Board shall give written notification of the termination to the Consultant specifying the part of the Contract terminated and when termination becomes effective.
B. Consultant’s Obligations. The Consultant shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination, the Consultant will stop work to the extent specified. The Consultant shall also terminate outstanding orders and subcontracts as they relate to the terminated work. The Consultant shall settle the liabilities and claims arising out of the termination of subcontractors and orders connected with the terminated work. The Board may direct the Consultant to assign the Consultant’s right, title and interest under terminated orders or subcontracts to the State. The Consultant must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.
15. TERMINATION FOR DEFAULT
A. Default . If the Consultant refuses or fails to perform any of the provisions of this Contract with such diligence as will ensure its completion within the time specified within this Contract, or any extension thereof otherwise fails to timely satisfy the Contract provisions, or commits any other substantial breach of this contract, the Board may notify the Consultant in writing of the delay or nonperformance and if not cured in ten days or any longer time specified in writing by the Board, the Board may terminate the Consultant’s right to proceed with this Contract or such part of this Contract as to which there has been delay or failure to properly perform. In the event of termination in whole or in part, the Board may procure similar supplies or services in a manner and upon the terms deemed appropriate by the Board. The Consultant shall continue performance of the Contract to the extent it is not terminated.
B. Consultant’s Duties . Notwithstanding termination of this Contract and subject to any directions from the Board, the Consultant shall take timely, reasonable, and necessary action to protect and preserve property in the possession of the Consultant in which the State has an interest.
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C. Compensation. Payment for completed services delivered and accepted by the Board shall be at the Contract price. The Board may withhold from amounts due the Consultant such sums as the Board deems to be necessary to protect the Board against loss because of outstanding lien holders.
D. Excuse for Nonperformance or Delayed Performance. Except with respect to defaults of subcontractors, the Consultant shall not be in default by reason of any failure in performance of this Contract in accordance with its terms (including any failure by the Consultant to make progress in the prosecution of the work hereunder which endangers performance) if the Consultant has notified the Board within 15 days after the cause of the delay and the failure arises out of causes such as: acts of God; acts of the public enemy; acts of the State and any other governmental entity in its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather or other causes beyond the Consultant’s reasonable control. If the failure to perform is caused by the failure of a subcontractor to perform or make progress, and if such failure arises out of causes similar to those set forth above, the Consultant shall not be deemed to be in default, unless the services to be furnished by the subcontractor were reasonably obtained from other sources in sufficient time to permit the Consultant to meet the Contract requirements. If any failure to perform was occasioned by any one or more of the excusable clauses, and that, but for the excusable cause, the Consultant’s progress and performance would have met the terms of the Contract, the delivery schedule shall be revised accordingly, subject to the rights of the State under the clause of this Contract entitled “Termination for Convenience”.
E. Erroneous Termination for Default . If, after notice of termination of the Consultant’s right to proceed under the provisions of this clause, it is determined for any reason that the Contract was not in default under the provisions of this clause, or that the delay was excusable under the provisions of this clause, or that the delay was excusable under the provisions of Paragraph (D) of this clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the clause of this Contract entitled “Termination for Convenience”.
F. Additional Rights and Remedies . The rights and remedies provided under this clause are in addition to any other rights and remedies provided by law or under this Contract.
16. STOP WORK ORDER
A. Order to Stop Work. The Board, may by written order to the Consultant at any time, and without notice to any surety, require the Consultant to stop
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all or any part of the work called for by this Contract. This order shall be for a specified period not exceeding 90 days after the order is delivered to the Consultant, unless the parties agree to any further period. Any such order shall be identified specifically as a stop work order issued pursuant to this clause. Upon receipt of such an order, the Consultant shall forthwith comply with its terms and take all reasonable steps to minimize the occurrence of costs allocable to work covered by the order during the period of work stoppage. Before the stop work order expires, or within any further period to which the parties shall have agreed, the Board shall either:
1. cancel the stop work order; or
2. terminate the work covered by such order as provided in the “Termination for Default” clause or the “Termination for Convenience” clause of this Contract.
B. Cancellation or Expiration of the Order. If a stop work order issued under this clause is canceled at any time during the period specified in the order, or if the period of the order or any extension thereof expires, the Consultant shall have the right to resume work. An appropriate adjustment shall be made in the delivery schedule or the Consultant price, or both, and the Contract shall be modified in writing accordingly, if:
1. the stop work order results in an increase in the time required for, or in the Consultant’s cost properly allocable to, the performance of any part of this Contract; and
2. the Consultant asserts a claim for such an adjustment within 30 days after the end of the period of work stoppage; provided that, if the Board decides that the facts justify such action, any such claim asserted may be received and acted upon at any time prior to final payment under this Contract.
C. Termination of Stopped Work. If a stop work order is not canceled and the work covered by such order is terminated for default or convenience, the reasonable costs resulting from the stop work order shall be allowed by adjustment or otherwise.
D. Adjustment of Price. Any adjustment in Contract price made pursuant to this clause shall be determined in accordance with the “Modification or Renegotiation” clause of this Contract.
17. ORAL STATEMENTS
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No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this Contract. All modifications to this Contract must be made in writing by the Board and Consultant.
18. OWNERSHIP OF DOCUMENTS AND WORK PAPERS
The Board shall own all documents, files, reports, work papers and working documentation, electronic or otherwise, created in connection with the project which is the subject of this Contract, except for the Consultant’s internal administrative and quality assurance files and internal project correspondence. The Consultant shall deliver such documents and work papers to the Board upon termination or completion of this Contract. The foregoing notwithstanding, the Consultant shall be entitled to retain a set of such work papers for its files. The Consultant shall be entitled to use such work papers only after receiving written permission from the Board and subject to any copyright protections.
19. INDEMNIFICATION
To the fullest extent allowed by law, the consultant shall indemnify, defend, save and hold harmless, protect, and exonerate the State of Mississippi, its Commissioners, Board Members, officers, employees, agents, and representatives from and against all claims, demands, liabilities, suits, actions, damages, losses, and costs of every kind and nature whatsoever, including, without limitation, court costs, investigative fees and expenses, and attorneys’ fees, arising out of or caused by the consultant and/or its partners, principals, agents, employees, and/or Subcontractors in the performance of or failure to perform this Contract. In the State’s sole discretion, the Consultant may be allowed to control the defense of any such claim, suit, etc. In the event Consultant defends said claim, suit, etc., the Consultant shall use legal counsel acceptable to the State; the Consultant shall be solely responsible for all costs and/or expenses associated with such defense, and the State shall be entitled to participate in said defense. The Consultant shall not settle any claim, suit, etc. without the State’s concurrence, which the State shall not unreasonable withhold.
20. INSURANCE
The Consultant shall maintain, throughout the term of this Contract, at its own expense, professional and comprehensive general liability insurance. Such policy of insurance shall provide a minimum coverage in the amount of One Million Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) annual aggregate through an insurance company licensed by the Mississippi Department of Insurance. The Consultant shall annually provide the Board a current Certificate of Insurance.
21. THIRD PARTY ACTION NOTIFICATION
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The Consultant shall give the Board prompt notice in writing of any action or suit filed, and prompt notice of any claim made against the Consultant by any entity that may result in litigation related in any way to this Contract.
22. CONTRACTOR PERSONNEL
The DFA shall, throughout the life of the contract, have the right of reasonable rejection and approval of staff or Subcontractors assigned to the work by the Contractor. If the DFA reasonably rejects staff or Subcontractors, the Contractor must provide replacement staff or Subcontractors satisfactory to the DFA in a timely manner and at no additional cost to the DFA. The day-to-day supervision and control of the Contractor’s employees and Subcontractors is the sole responsibility of the Contractor.
23. RECOVERY OF MONEY
Whenever, under the contract, any sum of money shall be recoverable from or payable by the Contractor to the DFA, the same amount may be deducted from any sum due to the Contractor under the contract or under any other contract between the Contractor and the DFA. The rights of the DFA are in addition and without prejudice to any other right the DFA may have to claim the amount of any loss or damage suffered by the DFA on account of the acts or omissions of the Contractor.
24. STANDARD OF CARE/REMEDIES
24.01 Standard of Care. The Consultant shall exercise reasonable care and due diligence consistent with standards in the industry in the performance of its obligations under this Contract.
24.02 Remedies. Each party shall have available to it all remedies available at law or equity.
25. APPROVAL
It is understood that this Contract is void and no payment shall be made in the event that the Mississippi Personal Service Contract Review Board does not approve this Contract.
26. NOTICE
All notices required or permitted to be given under this Contract must be in writing and personally delivered or sent by certified United States mail postage prepaid, return receipt requested, to the party to whom the notice should be given at the addresses set forth below. Notice shall be deemed given when actually received or when refused. The parties agree to promptly notify each other in writing of any change of address. The addresses to which notices are initially to be sent are as follows:
(a) If to the Board:
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Executive DirectorDepartment of Finance and AdministrationPost Office Box 267Jackson, Mississippi 39205Facsimile No: (601) 359-2405
With a copy of any notice to:
State Insurance AdministratorOffice of InsuranceDepartment of Finance and AdministrationPost Office Box 24208Jackson, Mississippi 39225-4208Facsimile No: (601) 359-6568
(b) If to Consultant:
27. INCORPORATION OF DOCUMENTS
The State’s Request for Proposal (RFP) entitled “State of Mississippi Request for Proposal for Consulting Services”, dated February 28, 2008, the Business Associate Addendum, and the Consultant’s response to the Request for Proposals are attached hereto as Exhibit B and made a part hereof as if fully copied in words and figures herein. The terms of the Consulting Services Standard Contract shall control in the event there is a conflict between the terms of the Contract, Request for Proposals, or Consultant’s Response to Request for Proposals.
State and School EmployeesHealth Insurance Management Board
BY: ___________________________ BY: ______________________________
TITLE: Chairman TITLE: ___________________________
DATE: _________________________ DATE: ____________________________
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Draft Consulting Services ContractBusiness Associate Addendum
This Business Associate Addendum (“Addendum”) supplements and is made part of the Consulting Services Contract (“Contract”) entered into by and between (Insert Vendor Name), (“Business Associate”) and the State and School Employees Health Insurance Management Board (the “Board”) and shall apply to the Business Associate’s services provided pursuant to the Contract relating to the State and School Employee’s Health Insurance Plan (“Covered Entity”).
Whereas, the Board and Business Associate have entered into the Contract, and whereas the parties are entering into this Addendum to satisfy certain standards and requirements of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”) and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the “HIPAA Regulations”) and other applicable laws;
Whereas, the Covered Entity wishes to disclose certain information (“Information”) to Business Associate pursuant to the terms of the Contract, some of which may constitute Protected Health Information (“PHI”);
Whereas, the Covered Entity desires and directs Business Associate to share PHI with other Business Associates of Covered Entity;
Therefore, in consideration of mutual promises below and exchange of information pursuant to this Addendum, the parties agree as follows:
1. Definitions .
Terms used, but not otherwise defined, in this Addendum or the Contract shall have the same meaning as those terms in the Standards for Privacy of Individually Identifiable Information (the “Privacy Rule”) and the Security Standards under the Health and Insurance Portability and Accountability Act of 1996 (“HIPAA”). In the event of an inconsistency between the provisions of this Addendum and mandatory provisions of the Privacy Rule and or the Security Standards, as amended, the Privacy Rule and/or the Security Standards shall control. Where provisions of this Addendum are different than those mandated in the Privacy Rule and/or the Security Standards, but are nonetheless permitted by the Privacy Rule and/or the Security Standards, the provisions of this Addendum shall control.
a. Business Associate. “Business Associate” shall have the meaning given to such term under the HIPAA Regulations, including, but not limited to, 45 CFR Section 160.103, of which meaning (Insert Vendor Name), meets.
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b. Covered Entity. “Covered Entity” shall have the same meaning given to such term under the HIPAA Regulations, including, but not limited to, 45 CFR Section 160.103, of which meaning the State and School Employees’ Health Insurance Plan meets.
c. Electronic Media. “Electronic Media” shall have the meaning set forth in 45 in CFR § 160.103, which is:
i. Electronic storage media including memory devices in computers (hard drives) and any removable/transportable digital memory medium, such as magnetic tape or disk, optical disk, or digital memory card; or
ii. Transmission media used to exchange information already in electronic storage media. Transmission media include, for example, the internet (wide-open), extranet (using internet technology to link a business with information accessible only to collaborating parties), leased lines, dial-up lines, private networks, and the physical movement of removable/transportable electronic storage media. Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via electronic media because the information being exchanged did not exist in electronic form before the transmission.
d. Electronic Protected Health Care Information or (EPHI). “Electronic Protected Health Care Information or (EPHI)” has the meaning in 45 CFR § 160.103, and is defined as that as that received from, or created or received on behalf of Covered Entity.
e. Individual . “Individual" shall have the same meaning as the term “individual" in 45 CFR § 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 § CFR 164.502(g).
f. Privacy Rule. “Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 § CFR part 160 and part 164, subparts A and E.
g. Protected Health Information or (PHI). “PHI” shall have the same meaning as the term “protected health information" in 45 CFR 164.501, limited to the information created or received by Business Associate from or on behalf of Covered Entity.
h. Required By Law. “Required By Law” shall have the same meaning as the defined term “required by law” in 45 § CFR 164.501, except the term
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“covered entity” therein shall be replaced with “business associate” or “person,” as applicable.
i. Security Incident. “Security Incident” has the meaning in 45 CFR § 164.304, which is: the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.
j. Security Standards. “Security Standards” shall mean the Security Standards under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) codified at 45 CFR Parts 160 and 164 (Security Rule)
2. Obligations and Activities of Business Associate.
a. Use and Disclosure of Protected Health Information. Business Associate may use and/or disclose Covered Entity’s PHI received by Business Associate pursuant to this Addendum, the Contract, or as required by law, or as permitted under 45 CFR § 164.512, subject to the provisions set forth in this Addendum. Business Associate may use PHI in its possession for its proper management and administration or to fulfill any of its legal responsibilities. Covered Entity specifically requests that Business Associate disclose PHI to other Business Associates of Covered Entity for Health Care Operations of the Covered Entity. Covered Entity shall provide a list of the affected Business Associates and will request specific disclosures in written format. If any affected Business Associate is no longer under a business associate agreement with Covered Entity, Covered Entity shall promptly inform Business Associate of such change.
b. Safeguards Against Misuse of Information. Business Associate shall use appropriate safeguards to prevent the use or disclosure of Covered Entity’s PHI in any manner other than as required by this Addendum, the Contract, or as required by law. Business Associate shall maintain a comprehensive written information privacy and security program that includes administrative, technical, and physical safeguards appropriate to the size and complexity of the Business Associate’s operations and the nature and scope of its activities.
c. Reporting of Disclosures. Business Associate shall report to Covered Entity any use or disclosure of Covered Entity’s PHI in violation of this Addendum, the Contract, or as required by law of which the Business Associate is aware, and agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Covered Entity’s PHI by Business Associate in violation of this Addendum.
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d. Business Associate’s Agents. Business Associate shall ensure that any agents, including subcontractors, to whom it provides PHI received from (or created or received by Business Associate on behalf of) Covered Entity agree to be bound to by the same restrictions and conditions on the use or disclosure of PHI as apply to Business Associate with respect to such PHI. Business Associate represents that in the event of a disclosure of PHI to any third party, the information disclosed shall be no more than the minimum necessary for the intended purpose.
e. Nondisclosure. Business Associate shall not use or further disclose Covered Entity’s PHI otherwise than as permitted or required by this Addendum, the Contract, or as required by law.
f. Availability of Information to Covered Entity and Provision of Access and Accountings. Business Associate shall make available to Covered Entity such information as Covered Entity may require to fulfill Covered Entity’s obligations to provide access to, provide a copy of, and account for disclosures with respect to PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Sections 164.524 and 164.528. Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner designated by Covered Entity, to Protected Health Information to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. As requested by Covered entity, Business Associate shall produce an accounting of disclosures to an Individual in accordance with 45 CFR § 164.528. [45 CFR § 164.504(e)(2)(E) and (G)]
g. Amendment of PHI. Business Associate shall make Covered Entity’s PHI available to Covered Entity as Covered Entity may require to fulfill Covered Entity’s obligations to amend PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Section 164.526 and Business Associate shall, as directed by Covered Entity, incorporate any amendments to Covered Entity’s PHI into copies of such PHI maintained by Business Associate. Business Associate agrees to make any amendment(s) to Protected Health Information that the Covered Entity directs or agrees to pursuant to 45 CFR 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. [45 CFR § 164.504(e)(2)(F)]
h. Internal Practices. Business Associate agrees to make its internal practices, policies, procedures, books, and records relating to the use and disclosure of PHI received from Covered Entity (or created or received by Business Associate on behalf of Covered Entity) available to the Secretary of the U.S. Department of Health and Human Services for inspection and copying for purposes of the determining Covered Entity's compliance with HIPAA and the HIPAA Regulations.
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i. Notification of Breach. During the term of this Addendum, Business Associate shall notify Covered Entity within twenty-four (24) hours of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations.
j. Safeguard of EPHI. The Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of the Covered Entity.
k. Subcontractors. The Business Associate will ensure that any agent, including a subcontractor, to whom it provides PHI agrees to implement reasonable and appropriate safeguards to protect it.
l. Notification. The Business Associate will, beginning on {Insert effective date of contract}, report to the Covered Entity through the Department of Finance and Administration, Office of Insurance any Security Incident of which it becomes aware, in the following time and manner;
i. any actual, successful Security Incident will be reported to Covered Entity in writing, within five (5) business days of the date on which Business Associate becomes aware of such actual successful Security Incident; and
ii. any attempted, unsuccessful Security Incident, of which Business Associate becomes aware, will be reported to Covered Entity in writing, on a reasonable basis, at the written request of Covered Entity. If the Security Rule is amended to remove the requirement to report unsuccessful attempts at unauthorized access, this subsection (ii) shall no longer apply as of the effective date of the amendment of the Security Rule.
m. Data Aggregation. Business Associate may use PHI in its possession to provide data aggregation services relating to the health care operations of Covered Entity, as provided for in 45 CFR §164.501.
n. De-identification of PHI. Business Associate may de-identify any and all PHI, provided that the de-identification conforms to the requirements of 45 CFR §164.514(b), and further provided that Business Associate maintains the documentation required by 45 CFR §164.514(b), which may
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be in the form of a written assurance from Business Associate. Pursuant to 45 CFR §164.502(d), de-identified information does not constitute PHI and is not subject to the terms of the Addendum.
3. Obligations of Covered Entity
a. Covered Entity Representatives. Covered Entity shall designate, in writing to Business Associate, individuals to be regarded as Covered Entity’s representatives, so that in reliance upon such designation Business Associate is authorized to make disclosures of PHI to such individuals or to their designee(s).
b. Voluntary Restrictions on Use or Disclosure of PHI. If Covered Entity agrees to voluntary restrictions on use or disclosure, as provided for in 45 CFR §164.522, of PHI received or created by Business Associate regarding an Individual, Covered Entity agrees to pay PBM the actual costs incurred by PBM in accommodating such voluntary restrictions.
c. Limitation on Requests. Covered Entity shall not request or require that Business Associate make any use or alteration of PHI that would violate HIPAA or HIPAA Regulations if done by Covered Entity.
4. Audits, Inspection, and Enforcement.
Upon reasonable notice, upon a reasonable determination by Covered Entity that Business Associate has breached this Addendum, Covered Entity may inspect the facilities, systems, books and records of Business Associate to monitor compliance with this Addendum. Business Associate shall promptly remedy any violation of any term of this Addendum and shall certify the same to Covered Entity in writing. The fact that Covered Entity inspects, or fails to inspect, or has the right to inspect, Business Associate’s facilities, systems and procedures does not relieve Business Associate of its responsibility to comply with this Addendum, nor does Covered Entity’s (i) failure to detect or (ii) detection, but failure to notify Business Associate or require Business Associate’s remediation of any unsatisfactory practices constitute acceptance of such practice or a waiver of Covered Entity’s enforcement rights under this Addendum.
5. Termination.
a. Material Breach. A breach by Business Associate of any provision of this Addendum, as determined by Covered Entity, shall constitute a material breach of the Addendum and shall provide grounds for immediate termination of the Addendum and the Contract by Covered Entity pursuant to Section 4.b. of this Addendum. [45 CFR § 164.504(e)(3)]
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b. Reasonable Steps to Cure Breach. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of the Business Associate’s obligations under the provisions of this Addendum or another arrangement and does not terminate this Addendum and the Contract pursuant to Section 4(a), then Covered Entity shall take reasonable steps to cure such breach or end such violation, as applicable. If Covered Entity’s efforts to cure such breach or end such violation are unsuccessful, Covered Entity shall either (i) terminate this Addendum and the Contract, if feasible or (ii) if termination of this Addendum and the Contract is not feasible, Covered Entity shall report Business Associate’s breach or violation to the Secretary of the Department of Health and Human Services. [45 CFR § 164.504(e)(1)(ii)]
c. Judicial or Administrative Proceedings. Either party may terminate this Addendum, effective immediately, if (i) the other party is named as a defendant in a criminal proceeding for a violation of HIPAA or (ii) a finding or stipulation that the other party has violated any standard or requirement of HIPAA or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined.
d. Effect of Termination. Upon termination of this Addendum and the Contract 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) that Business Associate still maintains in any form, and shall retain no copies of such PHI or, if return or destruction is not feasible, it shall continue to extend the protections of this Addendum to such information, and limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. [45 CFR § 164.504(e)(2)(I)]
6. Disclaimer.
Covered Entity makes no warranty or representation that compliance by Business Associate with this Addendum, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Business Associate’s own purposes or that any information in Business Associate’s possession or control, or transmitted or received by Business Associate, is or will be secure from unauthorized use or disclosure. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI.
7. Amendment.
Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Addendum may be required to provide for procedures to
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ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA Regulations and other applicable laws relating to the security or confidentiality of PHI. The parties understand and agree that Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all PHI that it receives or creates pursuant to this Addendum. Upon Covered Entity’s request, Business Associate agrees to promptly enter into negotiations with Covered Entity concerning the terms of an amendment to this Addendum embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Regulations or other applicable laws. Covered Entity may terminate this Addendum upon 30 days written notice in the event (i) Business Associate does not promptly enter into negotiations to amend this Addendum when requested by Covered Entity pursuant to this Section or (ii) Business Associate does not enter into an amendment to this Addendum providing assurances regarding the safeguarding of PHI that Covered Entity, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the HIPAA Regulations.
8. Assistance in Litigation or Administrative Proceedings.
Business Associate shall make itself, and any subcontractors, employees or agents assisting Business Associate in the performance of its obligations under this Addendum, available to Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers or employees based upon claimed violation of HIPAA, the HIPAA Regulations or other laws relating to security and privacy, except where Business Associate or its subcontractor, employee or agent is a named adverse party.
9. No Third Party Beneficiaries.
Nothing express or implied in this Addendum is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
10. Effect on Addendum.
Except as specifically required to implement the purposes of this Addendum, or to the extent inconsistent with this Addendum, all other terms of the Contract shall remain in force and effect.
11. Interpretation.
This Addendum shall be interpreted as broadly as necessary to implement and comply with HIPAA, HIPAA Regulations and applicable state laws. The parties
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agree that any ambiguity in this Addendum shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the HIPAA Regulations.
The parties hereto agree to duly execute this Addendum as of the Addendum Effective Date.
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