Actuarial Services RFP Questions and Answers September 5, 2007

Actuarial Services RFP Questions and AnswersSeptember 5, 2007

RFP Part and Section Question Answer

Section A - General Introduction

A2.1 Section A2.1 on page 3 of the RFP states the website containing Rules and Regulations governing MCHCP does not reflect modifications made for 2008. What are those modifications?

MCHCP has not made significant changes for 2008. One change will allow retirees to enroll in the state vision plan.

A2.5 Does MCHCP have in-house staff that utilizes the MedStat data warehouse and provides analyses?

Yes.

A2.5 Does MCHCP utilize Thomson's Advantage Suite product or another of Thomson's analytic tools? If MCHCP utilizes Advantage Suite, will it allow the consultant access to Net Effect or Decision Analyst, or both?

MCHCP utilizes Advantage Suite. NetEffect may be made available to the consultant. MCHCP does not expect to provide access to Decision Analyst.

A2.5 Does Medstat provide analysis of the data. Yes.

A2.6 The RFP states that the state has been divided into 8 regions for purposes of procurement of health plans. It further states that health plan contracts are awarded regionally, with the exception of the statewide self-insured PPO and PBM for state members. The listing of current relationship lists only Coventry and Mercy Health Plan as health plan vendors. Do these two vendors cover all 8 regions or are the other vendors not listed?

Mercy Health Plans provides HMO services in the central, east and southwest regions. Coventry Health Care of KS provides HMO services in the west region. The PPO plan is also available in these regions. The PPO is the only option for members in other regions.

A4 Please provide additional information regarding what actuarial and health plan management consulting services are being requested for the Public Entity program, specifically: 1)What services do you anticipate needing from the consultant regarding the management of the Public Entity programs? 2) Will the consultant have involvement in the individual underwriting of new entrants? 3) Will the consultant have involvement in establishing, reviewing, or negotiating the renewal rate methodology?

The consultant will be expected to make suggestions and provide general consulting regarding the public entity program. The consultant will not be involved in underwriting new entrants.

Section B - Scope of Work

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RFP Part and Section Question AnswerB4.1 What have the annual consulting fees for the core services outline

in B4.1 been for each of the last 3 years?2005 - $167,1702006 - $130,5012007 YTD - $29,320

The Medicare attestation requirement included in the core services of this RFP is not included in the core services of the current contract.

B4.1 Please verify that our response to this RFP should provide fees for the core services only (B4.1). Services related to additional possible projects (B4.2) should not be included at this time (per B4.3).

Correct. The hourly rates listed in Section 3 of Exhibit A will apply to any special projects, including those listed in B4.2.

B4.1.1 This section states that the consultant will review, estimate, and certify reserve levels for each of the MCHCP self-insured plans, at least quarterly. How many discrete reserve levels does this requirement represent?

MCHCP offers 3 separate self-insured medical plans (2 HMOs and 1 PPO), and a self-insured Rx plan. To date, MCHCP has not requested a reserve estimate for Rx.

B4.1.2 Please provide us with all current premium equivalent rates (self-funded) and insured premiums for both actives and retirees, as well as associated employee/retiree contributions. Please clearly identify the premium equivalent rates for which your consultant has development responsibility.

Active employee only premiums for state members were previously provided in Attachment 1. The rate factors that are used to derive rates for the remaining tiers were previously provided in Attachment 2. Mercy Health Plans in the southwest region is the only plan that is fully insured. The actuary developed all other premium equivalents, including the Rx rate.

Section C - General Contractual Requirements

Is MCHCP willing to entertain revisions that clarify that the Consultant can only be responsible for the HIPAA language applicable to Business Associates and the obligations the Consultant signs up to in the BAA. For instance, are the following changes acceptable?

MCHCP is willing to entertain the proposed change to C7. The requested changes to C11 are problematic. If the bidder is a finalist, such requested changes will be discussed at that time.

C7. Confidentiality: The contractor will have access to private and/or confidential data maintained by MCHCP to the extent necessary to carry out its responsibilities under this contract. The contractor shall be responsible for compliance with the Privacy and Security provisions of the Health Insurance Portability and Accountability Act (HIPAA) and shall comply with any other HIPAA provisions and regulations applicable to MCHCP applicable to contractor’s provision of services.

Mandatory Contract Provisions

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RFP Part and Section Question AnswerC11. HIPAA Hold Harmless: Contractor agrees to hold MCHCP harmless from any HIPAA violations breach of its BAA obligations, indemnify MCHCP, and pay fines assessed as a result of the contractor’s failure to comply with HIPAA the BAA.

Section D - Proposal Submission Information

D3.6.4 If 40% of the actuary/consultant selection criteria is based on price, what screening will be done to ensure qualification requirements are met for lowest bidding firms?

Reviews will be conducted on all compliant proposals to ensure they meet all the mandatory requirements in the RFP. This could be through an analysis of their response, follow-up questions for clarification, interviews, etc.

Section E - Questionnaire

Instructions The questionnaire instructions require that the respondent “provide a copy of the completed questionnaire and Exhibit A on diskette or CD-ROM.” Are .PDF files acceptable?

Yes.

E2.5 What types of work samples are preferred in response to Section E Item E2.5?

The bidder should provide work samples that demonstrate competency in performing the core services. An example could include a memo outlining how reserve levels were developed, a benefit modeling project, etc.

Attachments

Attachment 2 What is the basis for these rate factors? The existing rate factors have been used for several years and are not based on actual claims experience.

Attachment 2 Will the consulting actuary be responsible for establishing these factors?

The consulting actuary conducts an annual review of the rate factors.

Attachment 2 What is the frequency of change in factors? The consulting actuary conducts an annual review of the rate factors, though they are not necessarily changed every year and have not changed for several years.

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RFP Part and Section Question AnswerAttachment 2 Please outline the State eligibility provisions and enrollment

figures for “terminated vested” participants v. “retirees” (with and without Medicare).

Terminated vested members are terminated employees that have met the service requirement (5 years) for retirement but have not yet reached retirement age. Current subscriber enrollment is as follows: Medicare retirees - 8,218 Non-Medicare retirees - 4,846 Medicare term vested - 32 Non-Medicare term vested - 160

Attachment 6 Is there a separate Public Entity dental contract and when does it expire?

There is a separate PE dental contract, which expires 12/31/10. This contract was inadvertently omitted from the list provided in Attachment 6.

Attachment 6 Are the dental plan(s) insured or self-insured? Insured.

Attachment 6 What are the contribution amounts, rates, and rate factors for the dental plan(s)?

There are no rate factors for the dental plan. The carrier has provided a separate rate for each tier. The state contribution for the dental plan is 25 percent of the Active Employee Only rate. There is no state contribution for retiree dental. The public entity dental plan requires 100 percent participation.

Attachment 6 Are the vision plans insured or self-insured? Insured.

Attachment 6 What are the contribution amounts, rates, and rate factors for the vision plans?

There are no rate factors for the vision plan. The carrier has provided a separate rate for each tier. There is no state contribution for the vision plan. The employer contribution for the public entity vision plan is at the discretion of the public entity.

Attachment 7 Please clarify whether the attached draft contract is the correct version. The draft includes several references to Third Party Administrator services, and is materially different in structure from the draft contract attached to the 2004 RFP.

The draft contract is different than the one attached to the 2004 RFP. However, the references to Third Party Administrator services have been modified. A revised version of the draft contract is attached.

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RFP Part and Section Question AnswerAttachment 7 Please clarify that you are requesting that any travel expenses be

included in the hourly rates, per item 2.4 of the draft contract. If yes, please clarify the number of in-person meetings that should be budgeted.

Do not include travel expenses within the hourly rate. 2.4 specifically states that such expenses will not be allowed "except as specifically set forth in this Contract." 8.6.4 stated: "Reasonable costs for travel and incidentals shall be billed separately and invoices must include all appropriate receipts." This subsection has been further defined (see the updated Sample Contract).

Attachment 7 In Section 7 of the sample agreement, MCHCP states “no interpretation shall be allowed to find MCHCP has agreed to binding arbitration, or the payment of damages or penalties upon the occurrence of a contingency”. Is MCHCP willing to accept a federal bench trial (waiver of a jury trial) as an alternative?

No.

Exhibits

Exhibit C Please clarify the correct way to indicate requested deviations from the mandatory contract terms. Specifically, there seems to be a conflict between the ability to request modifications in Exhibit C and item C1, which requests agreement that the Contractor has reviewed and accepts the terms of the sample version of the contract that is included as Attachment 7.

The mandatory contract terms are required terms. Any requested changes to such terms are highly discouraged. The request for modifications in Exhibit C is simply a method to determine issues that a bidder feels must be changed. Exhibit C is not an open invitation for numerous changes but is meant to facilitate awareness of contract terms with which a bidder simply can not comply. C1 indicates that all terms contained in the sample contract are acceptable other than those addressed in Exhibit C.

Miscellaneous

Question 1 Why are these services out to bid? MCHCP's current contract with PwC expires December 31, 2007. A new contract requires competitive bidding.

Question 2 Please provide the total number of hours for calendar years 2005 & 2006 spent/billed by the current actuarial/consulting organization, split by 1) Managing-level consultant; 2) Actuary; and 3) Technical Analyst.

See attached.

Question 3 What were annual consulting and actuarial fees during each of the last three years?

See attached.

Question 4 Please provide the total actuarial and consulting services budget for 2006 and 2007 that includes the additional projects undertaken.

MCHCP will not disclose the budget for consulting services. Budgets are consistent with the required services and pricing contained in the contract.

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RFP Part and Section Question Answer

Question 5 Please provide the 2006 and 2007 consulting budget for the core services?

See response to Question 4 above.

Question 6 In priority order, what are MCHCP's three most important issues with regard to benefits?

Not applicable to the RFP content.

Question 7 In the opinion of MCHCP's management staff, how could the current consultant's service levels be improved regarding responsiveness, innovation and general service delivery?

Not applicable to the RFP content.

Question 8 Please advise the organization currently providing services as requested in the RFP for services in 2008 and beyond. What is the length of this relationship?

PwC has been MCHCP's consultant/actuary for over 10 years.

Question 9 The address stated for Price Waterhouse Coopers is in San Francisco, California. Are all actuarial and consulting services delivered by staff in the San Francisco, California office? If not, out of what locations?

The partner and lead actuary assigned to MCHCP's account are located in San Francisco. Other members of the PwC team assigned to MCHCP are located in other parts of the country.

Question 10 Has there been any dissatisfaction with the current consulting and actuarial firm?

MCHCP has been very satisfied with the services provided by PwC.

Question 11 How many meetings are expected requiring consultant/actuary attendance during the one-year term of this contract?

MCHCP expects the consultant and/or actuary to attend a minimum of four meetings per year.

Question 12 Are there required report formats for delivery of the work products?

No.

Question 13 How frequently does MCHCP submit services/plans to competitive bidding? When was the last competitive bidding process and for which plans/services?

Most contracts are for at least three years, with some recent ones being bid for five years. The last procurement was for PBM services in Spring, 2007. Please see attached for more information.

Question 14 When was the last competitive bidding for each service relationship?

See attached.

Question 15 The RFP states that the consulting firm would only be involved in the financial analysis of any vendor proposals. The RFP process itself is performed by MCHCP staff through Highroads. How many hours does the consulting firm typically perform for this analysis?

This will vary depending upon the nature of the proposal. Bidders are expected to estimate the hours needed by their firm based upon the description of services in the RFP.

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RFP Part and Section Question AnswerQuestion 16 Has MCHCP had a GASB 43 and 45 study done yet? If so, was it

completed by PwC and will the most recent report be provided to any replacement actuarial firm? Is it expected that this will be a required annual service?

A preliminary report has been completed by PwC. If the contract is awarded to a new vendor, the report will be provided. At this point it is anticipated that this would be an annual special project.

Question 17 Please provide information regarding the level and type of data available to the actuary from MCHCP. How soon will this data be provided to the actuary?

Data are typically available within 45 days of the end of the month. MCHCP typically provides triangle reports and other reports requested by PwC. The bidder may assume that reporting in nearly any format can be provided through MCHCP's use of the Medstat system.

Question 18 What is the proper forum for discussing contract language concerns? Is MCHCP willing to accept a provision that applies New York law only to a Limitation of Liability clause in the event it is considered unenforceable by Missouri Law?

Any requested contract modifications must be addressed in Exhibit C. If the bidder is a finalist, modifications will be addressed at that time. MCHCP will not accept a provision applying New York law.

Question 19 Do you anticipate that RFPs will be required for any of your vendors during the 3-year period of the contract? If yes, which vendors during which contract years?

See attached. In many cases, all renewal options are exercised before a new RFP is released. Recent state law requires MCHCP to bid an HSA for 2009 coverage.

Question 20 What have been the annual number of hours for additional projects for each of the last 3 years?

See attached.

Question 21 Will the incumbent's work products and deliverables from the most recent year be made available to the selected consultant?

If a new contractor is selected, final documents held by MCHCP would be available, but not the former contractor's work documents.

Question 22 Please provide us with a complete set of benefit summaries for both actives and retirees.

The MCHCP state member handbook can be found on MCHCP's website at http://www.mchcp.org/se_member/se_publications.htm. A summary of the benefits begins on Page 9.

Question 23 Will there be preference given if the consulting firm has an office in the State of Missouri?

All other things being equal, a Missouri office may be given preference. However, MCHCP seeks the most qualified consultant and actuary. The contractor is not required to have a Missouri office and no specific points are allocated for a local or in-state office.

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Missouri Consolidated Health Care PlanActuary and Consulting Hours and Fees

2005 - 2007

2005 2006 2007 YTD 2005 2006 2007 YTD 2005 2006 2007 YTD

Partner 60.70 16.00 8.00 39.70 34.00 12.00 32.70 33.50 12.00

Senior Manger 192.00 151.70 38.30 44.90 152.00 15.20 37.90 152.00 15.20

Other 80.10 105.40 5.30 94.60 516.30 139.70 76.80 459.80 139.70

Total Hours 332.80 273.10 51.60 179.20 702.30 166.90 147.40 645.30 166.90

2005 2006 2007 YTD 2005 2006 2007 YTD 2005 2006 2007 YTD

Total Fees $167,170 $130,501 $29,320 82,503$ $318,102 $84,120 66,334$ $289,366 $81,984

Core Services Non-Core Services Other

Hours

Fees

Core Services Non-Core Services Other

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Missouri Consolidated Health Care PlanSummary of Contracts

ContractState or Public

Entity Current Contractor Last BidContract Expires Renewal Options

PPO Administration State Coventry Spring, 2005 12/31/2008 Two one-year options remaining

HMO Administration State Coventry of KSMercy Health Plans

Spring, 2006 12/31/2008 Two one-year options remaining

Insured HMO - Southwest Region

State Mercy Health Plans Spring, 2006 12/31/2008 Two one-year options remaining

PBM State Express Scripts Spring, 2007 12/31/2008 Three one-year options remaining

Disease Management State CareAllies Spring, 2005 12/31/2008 Two one-year options remaining

Wellness Program State Gordian Health Solutions Spring, 2005 12/31/2008 Two one-year options remaining

Decision Support System Both Thomson Medstat Fall, 2003 12/31/2008 None

Vision Plan State Vision Service Plan Spring, 2006 12/31/2008 Three one-year options remaining

Vision Plan Public Entity Vision Service Plan Spring, 2005 12/31/2008 Two one-year options remaining

Dental Plan Both Delta Dental Spring, 2005 12/31/2008 Two one-year options remaining

Employee Assistance Program

Both Magellan Spring, 2006 12/31/2008 Three one-year options remaining

Insured Plans Public Entity Coventry of KSMercy Health PlansCoventry Health Care

Spring, 2006 12/31/2008 One two-year option remaining

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Attachment 7 Contract # _______ Page 1

CONTRACT AWARD

Date of Award: October __, 2007 Contract Number: ___________________ Associated RFP: 2009 Actuarial and Health Plan Management Consulting Services RFP RFP Release Date: August 22, 2007 Replaces Contract: Between MCHCP and PriceWaterhouse Coopers terminating on December 31,

2007 Location(s): Nationwide Period of Contract: January 1, 2008 through December 31, 2008 with four (4) one-year optional extensions Contractor: ____________________________ This Contract shall cover the procurement of Actuarial and Health Plan Management Consulting Services for the Missouri Consolidated Health Care Plan (MCHCP) during the contract period referenced above.


CONTRACT BETWEEN MISSOURI CONSOLIDATED HEALTH CARE PLAN AND

________________________________ FOR ACTUARIAL AND HEALTH PLAN MANAGEMENT CONSULTING SERVICES

This contract is entered into by and between Missouri Consolidated Health Care Plan (“MCHCP”) and _________________________ (hereinafter referred to as “Contractor”) for the express purpose of providing actuarial and health plan management consulting services for MCHCP. Contractor agrees that such services may include, but are not limited to: estimation and certification of reserve levels and premiums, review of premium rate-tier multipliers, providing trend assumptions, review plan benefits, assist with requests for proposals as needed, attestation of Medicare employer credit for retiree pharmacy coverage, actuarial determinations for GASB 43 and 45, requested audits, and requested special projects.

1. GENERAL TERMS AND CONDITIONS

1.1 Term of Contract and Costs of Services: The term of this Contract is for a period of one (1) year from January 1, 2008 through December 31, 2008. This Contract may be renewed for four (4) additional one-year periods at the sole option of the MCHCP Board of Trustees. The submitted price for the first calendar year period (January 1, 2008 through December 31, 2008) is a firm, fixed price. The submitted prices for the first and second one-year renewal periods (January 1, 2009 through December 31, 2009 and January 1, 2010 through December 31, 2010) are not-to-exceed prices and are subject to negotiation. Pricing arrangements for the last two one-year renewal periods of the Contract (January 1, 2011 through December 31, 2011 and January 1, 2012 through December 31, 2012 respectively) will be negotiated. Pricing for the one-year renewal periods are due to MCHCP by June 1 for the following year’s renewal. All prices are subject to best and final offer which may result from subsequent negotiation.

1.2 Contract Documents: In the event of a conflict in terms of language among the documents,

the following order of precedence shall govern.

1) Written and duly executed amendments to this Contract; 2) This written Contract signed by the parties; 3) The incorporated exhibits and attachments to this Contract; 4) Any amendments by MCHCP to the original Request for Proposal; and 5) The original Request for Proposal soliciting bids, exclusive of exhibits and attachments not specifically included elsewhere. In addition, the following documents are hereby incorporated by reference as if fully set forth herein: 1) Written and duly executed amendments to this Contract; 2) The original RFP, including any amendments, but exclusive of exhibits and attachments

not specifically included elsewhere; and 3) The following fully executed exhibits, attachments, and responses listed below:

a. Exhibit A – Pricing Page b. Exhibit B – Business Associate Agreement c. Exhibit D – Contractor Certification d. Completed RFP Questionnaire

1.3 Contract Formation: No contract shall be considered to have been entered into by MCHCP until a written contract has been signed by both parties.


1.4 Contract Reference Number: The above-number has been assigned to this Contract and

MUST be shown on all correspondence or other documents associated with this Contract. 1.5 Amendments to this Contract: This Contract shall be modified only by a written agreement

signed by both parties. No alteration or variation in terms and conditions of this Contract shall be valid unless made in writing and signed by both parties. Every amendment shall specify the date on which its provisions shall be effective.

1.6 Drafting Conventions and Definitions:

1.6.1 Whenever the following words and expressions appear in this RFP document or any amendment thereto, the definition or meaning described below shall apply:

“Amendment” means a written, official modification to the RFP or to this Contract. “May” means permissible but not required. “Must” means that a certain feature, component, or action is a mandatory condition. Failure to provide or comply may result in a breach. “Request for Proposal” or “RFP” means the solicitation document issued by MCHCP to potential bidders for the purchase of services as described in the document. The definition includes Exhibits, Attachments, and Amendments thereto. “Shall” has the same meaning as the word must. “Should” means desirable but not mandatory.

1.6.2 The terms “include,” “includes,” and “including” are terms of inclusion, and

where used in this Contract, are deemed to be followed by the words “without limitation.”

1.6.3 Any references to agreements, contracts, statutes, or administrative rules or

regulations in this Contract are deemed references to these documents as amended, modified, or supplemented from time to time during the term of this Contract.

1.7 Force Majeure: Neither party will incur any liability to the other if its performance of any

obligation under this Contract is prevented or delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party’s control may include, but aren’t limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, and strikes other than by Contractor’s or its subcontractor’s employees.

Contractor shall notify MCHCP orally within five (5) days and in writing within ten (10) days of the date on which Contractor becomes aware, or should have reasonably become aware, that such cause would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under this Contract is prevented or delayed and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. Contractor shall have the burden of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as MCHCP may reasonably request. After receipt of such notification, MCHCP may elect either to cancel the Contract or to extend the time for performance as reasonably necessary to compensate for the Contractor’s delay.


In the event of a declared emergency by competent governmental authorities, MCHCP by notice to Contractor, may suspend all or a portion of this Contract.

1.8 Governing Law: This contract shall be governed by the laws of the State of Missouri and

shall be deemed executed at Jefferson City, Cole County, Missouri. All contractual agreements shall be subject to, governed by, and construed according to the laws of the State of Missouri.

1.9 Headings: The article, section, or paragraph headings or captions in this Contract are for

reference and convenience only and may not be considered in the interpretation of this Contract. Such headings or captions do not define, describe, extend, or limit the scope or intent of this Contract.

1.10 Inducements: In making the award of this Contract, MCHCP relies on Contractor’s

assurances of the following:

Contractor is an established company that provides actuarial and health plan management consulting services for self-insured health plans and/or employers.

Contractor, including its subcontractors, has the skills, qualifications, expertise, financial resources and experience necessary to perform the services described in the RFP, Contractor’s proposal, and this Contract, in an efficient, cost-effective manner, with a high degree of quality and responsiveness, and has performed similar services for other public or private entities.

Contractor has thoroughly reviewed, analyzed, and understood the RFP, has timely raised all questions or objections to the RFP, and has had the opportunity to review and fully understand MCHCP’s current health care offerings and operating environment for the activities that are the subject of this Contract and the needs and requirements of MCHCP during the contract term.

Contractor has had the opportunity to review and fully understand MCHCP’s stated objectives in entering into this Contract and, based upon such review and understanding, Contractor currently has the capability to perform in accordance with the terms and conditions of this Contract.

Contractor has also reviewed and understands the risks associated with providing actuarial and health plan management consultant services for a self-insured health benefits program as described in the RFP, including the risk of non-appropriation of state funds.

Accordingly, on the basis of the terms and conditions of this Contract, MCHCP desires to engage Contractor to perform the services described in this Contract under the terms and conditions set forth in this Contract.

1.11 Industry Standards: If not otherwise provided, materials or work called for in this contract

shall be furnished and performed in accordance with best established practice and standards recognized by the contracted industry and comply with all codes and regulations which shall apply.

1.12 Integration: This Contract, in its final composite form and including all incorporated

documents, shall represent the entire agreement between the parties and shall supersede all prior negotiations, representations or agreements, either written or oral, between the parties relating to the subject matter hereof. This Contract between the parties shall be independent of and have no effect on any other contracts of either party.

No agent, representative, employee or officer of either MCHCP or Contractor has authority to make, or has made, any statement, agreement or representation, oral or written, in connection with this Contract, which in any way can be deemed to modify, add to or detract


from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of this Contract. No modifications, alterations, changes, or waiver to this Contract or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties. All such amendments will be made using the appropriate MCHCP form.

1.13 Jurisdiction: All legal proceedings arising hereunder shall be brought in the Circuit Court of

Cole County in the State of Missouri. 1.14 No Implied Authority: The authority delegated to Contractor by MCHCP is limited to the

terms of this Contract. MCHCP is a statutorily created multi-employer group health plan and trust fund designated by the Missouri Legislature to administer health care services to State of Missouri and public entity employees, and no other agency of the State shall grant Contractor any authority related to this Contract unless authorized in writing by MCHCP. Contractor may not rely upon implied authority, and specifically is not delegated authority under this Contract to:

Make public policy; Promulgate, amend, or disregard administrative regulations or program policy

decisions made by MCHCP; and/or Unilaterally communicate or negotiate with any other federal or state agency or the

Missouri Legislature on behalf of MCHCP regarding the services included within this Contract.

1.15 No Increases in Charges: All prices are fixed, firm rates once negotiated and mutually

agreed upon. 1.16 Notices: All notices, demands, requests, approvals, reports, instructions, consents or other

communications (collectively "notices") which may be required or desired to be given by either party to the other during the course of this contract shall be IN WRITING and shall be made by personal delivery or by postal delivery, prepaid, addressed respectively as follows:

For MCHCP: Missouri Consolidated Health Care Plan

ATTN: Ron Meyer, Executive Director P.O. Box 104355 Jefferson City, MO 65110

For Contractor: ____________________________________

____________________________________ ____________________________________ ____________________________________

or to any other persons or addresses as may be designated by notice from one party to the other.

1.17 Ownership: All written material developed or accumulated by Contractor under this Contract and delivered to MCHCP shall be owned by MCHCP and are herein defined as “Deliverables.” Contractor may not release any materials without the written approval of MCHCP. MCHCP shall be entitled at no cost and in a timely manner to all data and information pertaining to this Contract in a format acceptable to MCHCP. MCHCP shall have unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to MCHCP as part of the performance of this Contract. Contractor shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other information, all of which are non-specific to


MCHCP, which may have been discovered, created, developed or derived by Contractor either prior to or as a result of its provision of Services under this Contract (exclusive of “Deliverables”). Contractor’s working papers, so far as they are exclusive of MCHCP specific data, and Contractor’s confidential information belong exclusively to Contractor.

1.18 Severability: If any provision of this Contract is determined by a court of competent

jurisdiction to be invalid or unenforceable to any extent, such determination shall not affect the legality or validity of any of its other provisions. The illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if it were never incorporated into this Contract, but all other provisions will remain in full force and effect.

1.19 Statutes: Each and every provision of applicable federal or Missouri law and clause required

by such law to be inserted in this Contract shall be deemed to be inserted herein, and this Contract shall be read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then on the application of either party this Contract shall be amended to make such insertion or correction. MCHCP will review any request for additional fees resulting from such changes and retains final authority to make any changes. In consultation with Contractor, a consultant may be used to determine the cost impact. In the event that the parties fail to reach agreement regarding such change, either party may pursue a resolution through the mutually agreed upon dispute resolution process outlined in Section 7 of this Contract.

1.20 Survival of Terms: Termination or expiration of this Contract for any reason will not release

either Party from any liabilities or obligations set forth in this Contract that:

The parties expressly agree will survive any such termination or expiration; or Remain to be performed or by their nature would be intended to apply following any

such termination or expiration. 1.21 Third Party Beneficiaries: This Contract shall not be construed as providing an enforceable

right to any third party. 1.22 Time is of the Essence: In consideration of the need to ensure uninterrupted and

continuous delivery of health benefit services to MCHCP members, time is of the essence in the performance of the services under this Contract.

2. CONTRACTOR’S OBLIGATIONS 2.1 Antitrust: If Contractor elects not to proceed, Contractor assigns to MCHCP all rights to and

interests in any cause of action it has or may acquire under the anti-trust laws of the United States and the State of Missouri relating to the particular products or services purchased or acquired by MCHCP pursuant to this contract.

2.2 Assignment: Contractor shall not assign, convey, encumber, or otherwise transfer its rights

or duties under this Contract without the prior written consent of MCHCP. This Contract may terminate in the event of any assignment, conveyance, encumbrance or other transfer by Contractor made without the prior written consent of MCHCP.

Notwithstanding the foregoing, Contractor may, without the consent of MCHCP, assign its rights to payment to be received under this Contract, provided that Contractor provides written notice of such assignment to MCHCP together with a written acknowledgement from the assignee that any such payments are subject to all of the terms and conditions of this Contract.


For the purposes of this Contract, the term “assign” shall include, but shall not be limited to, the sale, gift, assignment, pledge, or other transfer of any ownership interest in the Contractor provided, however, that the term shall not apply to the sale or other transfer of stock of a publicly traded company.

Any assignment consented to by the Contracting Officer shall be evidenced by a written assignment agreement executed by Contractor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of this Contract and to assume the duties, obligations, and responsibilities being assigned. A change of name by Contractor, following which Contractor’s federal identification number remains unchanged, shall not be considered to be an assignment hereunder. Contractor shall give the Contracting Officer written notice of any such change of name.

2.3 Care of MCHCP’s Property: Contractor shall be responsible for the proper care and

custody of any personal tangible property and real property owned by MCHCP furnished for Contractor's use in connection with the performance of this Contract, and Contractor will reimburse MCHCP for such property's loss or damage caused by Contractor, normal wear and tear excepted.

2.4 Compensation/Expenses: Contractor shall be required to perform the specified services at

the price(s) quoted in this Contract. All services shall be performed within the time period(s) specified in this Contract. Contractor shall be compensated only for work performed to the satisfaction of MCHCP. Contractor shall not be allowed or paid travel or per diem expenses except as specifically set forth in this Contract.

2.5 Compliance with Laws: Contractor shall comply with all applicable federal and state laws

and regulations and local ordinances in the performance of this Contract.

2.5.1 Non-discrimination, Sexual Harassment and Workplace Safety: Contractor agrees to abide by all applicable federal, state and local laws, rules and regulations prohibiting discrimination in employment and controlling workplace safety. Contractor shall establish and maintain a written sexual harassment policy and shall inform its employees of the policy. Contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subcontract so that such provisions will be binding upon each subcontractor. Any violations of applicable laws, rules and regulations may result in termination of this Contract.

2.5.2 Americans with Disabilities Act (ADA): Pursuant to federal regulations

promulgated under the authority of The Americans With Disabilities Act (ADA), Contractor understands and agrees that it shall not cause any individual with a disability to be excluded from participation in this Contract or from activities provided for under this Contract on the basis of such disability. As a condition of accepting this contract, Contractor agrees to comply with all regulations promulgated under ADA which are applicable to all benefits, services, programs, and activities provided by MCHCP through contracts with outside contractors.

Contractor shall be responsible for and agrees to indemnify and hold harmless MCHCP from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against MCHCP as a result of Contractor’s failure to comply with the provisions of the above paragraph.

2.6 Confidentiality: Contractor will have access to private and/or confidential data maintained

by MCHCP to the extent necessary to carry out its responsibilities under this contract. Contractor shall be responsible for compliance with the Privacy and Security provisions of the Health Insurance Portability and Accountability Act (HIPAA) and shall comply with any other


HIPAA provisions and regulations applicable to MCHCP. No private or confidential data received, collected, maintained, transmitted, or used in the course of performance of this contract shall be disseminated by Contractor except as authorized by MCHCP, either during the period of this Contract or thereafter. Contractor must agree to return any or all data furnished by MCHCP promptly at the request of MCHCP in whatever form it is maintained by Contractor. On the termination of expiration of this Contract, Contractor will not use any of such data or any material derived from the data for any purpose and, where so instructed by MCHCP, will destroy or render it unreadable.

2.7 Conflicts of Interest: Contractor shall not knowingly employ, during the period of this

Contract or any extensions to it, any professional personnel who are also in the employ of the State of Missouri or MCHCP and who are providing services involving this Contract or services similar in nature to the scope of this Contract to the State of Missouri. Furthermore, Contractor shall not knowingly employ, during the period of this Contract or any extensions to it, any employee of MCHCP who has participated in the making of this Contract until at least two years after his/her termination of employment with MCHCP.

2.8 Contractor Expenses: Contractor will pay and will be solely responsible for Contractor’s

travel expenses and out-of-pocket expenses incurred in connection with providing the services. Contractor will be responsible for payment of all expenses related to salaries, benefits, employment taxes, and insurance for its staff.

2.9 Cooperation with Other Contractors of MCHCP: Contractor agrees to cooperate with such

other contractors of MCHCP and will not commit or permit any act that may interfere with the performance of work by any other contractor.

2.10 Disclosure of Material Events: Contractor agrees to immediately disclose any of the

following to MCHCP:

Any material adverse change to the financial status or condition of Contractor; Any merger, sale or other material change of ownership of Contractor; Any conflict of interest or potential conflict of interest between Contractor’s

engagement with MCHCP and the work, services or products that Contractor is providing or proposes to provide to any current or prospective customer; and

(1) Any material investigation of Contractor by a federal or state agency or self-regulatory organization; (2) Any material complaint against Contractor filed with a federal or state agency or self-regulatory organization; (3) Any material proceeding naming Contractor before any federal or state agency or self-regulatory organization; (4) Any material criminal or civil action in state or federal court naming Contractor as a defendant; (5) Any material fine, penalty, censure or other disciplinary action taken against Contractor by any federal or state agency or self-regulatory organization; (6) Any material judgment or award of damages imposed on or against Contractor as a result of any material criminal or civil action in which Contractor was a party; or (7) Any other matter material to the services rendered by Contractor pursuant to this Contract.

For the purposes of this paragraph, “material” means of a nature, or of sufficient monetary value, or concerning a subject which a reasonable party in the position of and comparable to MCHCP would consider relevant and important in assessing the relationship and services contemplated by this Contract. It is further understood that in fulfilling its ongoing responsibilities under this paragraph, Contractor is obligated to make its best faith efforts to disclose only those relevant matters which come to the attention of or should have been known by Contractor’s personnel involved in the engagement covered by this Contract and/or which come to the attention of or should have been known by any individual or office of Contractor designated by Contractor to monitor and report such matters.


Upon learning of any such actions, MCHCP reserves the right, at its sole discretion, to terminate this Contract.

2.11 Duty to Perform: Neither the occurrence of an event constituting an alleged breach of

contract nor the pending status of any claim for breach of contract is grounds for the suspension of performance, in whole or in part, by Contractor of any duty or obligation with respect to the services under this Contract. Any changes to this Contract as a result of a Dispute Resolution will be implemented in accordance with a duly executed amendment to this Contract.

2.12 Employment Practices and Audit of Such: Contractor shall certify in writing each year that

all of Contractor’s employees and its subcontractors’ employees assigned to perform services under this Contract are eligible to work in the United States in accordance with federal law (see Exhibit D).

Further, Contractor shall supply MCHCP with all requested information, books, forms,

records, and any other documentation (“requested data”) to determine if Contractor is in compliance with federal law concerning eligibility to work in the United States and to verify the accuracy of such requested data.

If MCHCP has reasonable cause to believe that the Contractor or its subcontractors

knowingly employed individuals not eligible to work in the United States, MCHCP may declare that Contractor breached this Contract. MCHCP may then lawfully and immediately terminate this Contract without any penalty to MCHCP and may suspend or debar Contractor from doing any further business with MCHCP.

2.13 HIPAA Hold Harmless: Contractor agrees to hold MCHCP harmless from any HIPAA

violations, indemnify MCHCP, and pay fines assessed as a result of Contractor’s failure to comply with HIPAA.

2.14 Hold Harmless: Contractor shall hold MCHCP harmless from and indemnify against any

and all claims for injury to or death of any persons; for loss or damage to any property; and for infringement of any copyright or patent to the extent caused by Contractor or Contractor’s employee or its Subcontractor.

MCHCP shall not be precluded from receiving the benefits of any insurance Contractor may carry which provides for indemnification for any loss or damage to property in Contractor's custody and control, where such loss or destruction is to MCHCP’s property. Contractor shall do nothing to prejudice MCHCP's right to recover against third parties for any loss, destruction or damage to MCHCP’s property.

2.15 Independent Contractor: Contractor represents itself to be an independent contractor

offering such services to the general public and shall not represent itself or its employees to be an employee of MCHCP. Therefore, Contractor shall assume all legal and financial responsibility for taxes, FICA, employee fringe benefits, worker’s compensation, employee insurance, minimum wage requirements, overtime, etc. and agrees to indemnify, save, and hold MCHCP, its officers, agents, and employees, harmless from and against, any and all loss; cost (including attorney fees); and damage of any kind related to such matters. Contractor assumes sole and full responsibility for its acts and the acts of its personnel.

Both parties, in the performance of this Contract, shall be acting in their individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be construed to be the employees or agents of the other party for any purpose whatsoever.


2.16 Insurance and Liability: Contractor must maintain sufficient liability insurance, including but

not limited to general liability, professional liability, and errors and omissions coverage, to protect MCHCP against any reasonably foreseeable recoverable loss, damage or expense under this engagement.

MCHCP shall not be required to purchase, any insurance against loss or damage to any personal property to which this contract relates. Contractor shall bear the risk of any loss or damage to any personal property in which Contractor holds title.

2.17 Key Personnel, Staff Qualifications, and Professional Standards: For the purposes of

this requirement, Key Contractor personnel are those with management responsibility or principal technical responsibility for the following functional areas of this Contract:

Actuarial Services, including Medicare and GASB evaluations and certifications; and Consulting Services; Administration; Billing; and Reporting.

Contractor shall warrant that all persons assigned by it to the performance of this Contract shall be employees of Contractor (or its Subcontractor) and shall be fully qualified to perform the work required. Contractor shall include a similar provision in any contract with any Subcontractor selected to perform work under this Contract. Contractor shall perform all services in accordance with applicable professional standards. Failure of Contractor to provide qualified staffing at the level required by the proposal specifications may result in termination of this Contract and/or damages.

2.18 Patent, Copyright, and Trademark Indemnity: Contractor warrants that it is the sole owner

or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of this Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to MCHCP under this Contract. Contractor shall defend any suit or proceeding brought against MCHCP on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of this Contract. This is upon condition that MCHCP shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, MCHCP may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by MCHCP at the Contractor’s written request, it shall be at Contractor’s expense, but the responsibility for such expense shall be only that within Contractor’s written authorization. Contractor shall indemnify and hold MCHCP harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or MCHCP may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of this Contract. If any of the products provided by Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If Contractor is unable to do any of the preceding, Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of MCHCP, only those items of equipment or software which are held to be infringing, and to pay MCHCP: 1) any amounts paid by MCHCP towards the purchase of the product, less straight line


depreciation; 2) any license fee paid by MCHCP for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of Contractor without its written consent.

2.19 Prohibition of Gratuities: Neither Contractor nor any person, firm or corporation employed

by Contractor in the performance of this Contract shall offer or give any gift, money or anything of value or any promise for future reward or compensation to any employee of MCHCP at any time.

2.20 Proof of Insurance Coverage: Contractor shall provide MCHCP with proof of insurance

coverage required by Section 2.16 of this Contract on at least an annual basis. 2.21 Retention of Records: Unless MCHCP specifies in writing a shorter period of time,

Contractor agrees to preserve and make available all of its books, documents, papers, records and other evidence involving transactions related to this contract for a period of six (6) years from the date of the expiration or termination of this contract.

Matters involving litigation shall be kept for one (1) year following the termination of litigation, including all appeals, if the litigation exceeds six (6) years. Contractor agrees that authorized federal representatives, MCHCP personnel, and independent auditors acting on behalf of MCHCP and/or federal agencies shall have access to and the right to examine records during the contract period and during the six (6) year post-contract period. Delivery of and access to the records shall be at no cost to MCHCP.

2.22 Reviews and Hearings: MCHCP has the discretion to require Contractor to participate in

any review, appeal, fair hearing or litigation involving issues related to this Contract. 2.23 Solicitation of Members: Contractor shall not use the names, home addresses or any other

information contained about members of this Plan for the purpose of offering for sale any property or services which are not directly related to services negotiated in this Contract without the express written consent of MCHCP’s Executive Director.

2.24 Subcontracting and Outsourcing: Subject to the terms and conditions of this section, this

Contract shall be binding upon the parties and their respective successors and assigns. Contractor shall not subcontract with any person or entity to perform all or any part of the work to be performed under this Contract without the prior written consent of MCHCP. Contractor may not assign, in whole or in part, this Contract or its rights, duties, obligations, or responsibilities hereunder without the prior written consent of MCHCP. Contractor agrees that any and all subcontracts entered into by Contractor for the purpose of meeting the requirements of this contract are the responsibility of Contractor. MCHCP will hold contractor responsible for assuring that subcontractors meet all of the requirements of this contract and all amendments thereto. Contractor must provide complete information regarding each subcontractor used by Contractor to meet the requirements of this contract.

No subcontracting or other outsourcing of services to any companies or entities located outside of the United States of America shall be allowed under this Contract. Any such actions shall result in Contractor being in breach of this Contract.

2.25 Tax Payments: Contractor shall pay all taxes lawfully imposed on it with respect to any

product or service delivered in accordance with this Contract. MCHCP is exempt from Missouri state sales or use taxes and federal excise taxes for direct purchases. MCHCP makes no representation as to the exemption from liability of any tax imposed by any governmental entity on Contractor.


3. MCHCP’S OBLIGATIONS

3.1 Payment: MCHCP shall promptly pay all monies due Contractor in a timely manner. MCHCP will submit payment to the contractor within ten (10) days of receipt and approval of the physical (hard copy) invoice. Payment will be made via automatic clearing house (ACH). MCHCP shall have a grace period of 10 days for payment. MCHCP shall put forth reasonable efforts to make payment by the required payment date. The invoice shall be submitted electronically in an Excel-compatible format with a hard copy provided via mail.

Payment shall not be construed by Contractor as acceptance of the service performed by Contractor. MCHCP reserves the right to conduct further testing and inspection after payment, but within a reasonable time after performance, and to reject the service if such post payment testing or inspection discloses a defect or a failure to meet specifications. Contractor agrees that MCHCP may set off the amount of any obligation of Contractor or its subsidiaries to MCHCP against any payments due Contractor under any contract with MCHCP.

3.2 Taxes: MCHCP is exempt from Missouri state sales or use taxes and federal excise taxes for direct purchases.

4. AUDIT AND FINANCIAL COMPLIANCE

4.1 Access to Records: Upon reasonable notice, Contractor must provide, and cause its subcontractors to provide, the officials and entities identified in this Section with prompt, reasonable, and adequate access to any records, books, documents, and papers that are directly pertinent to the performance of the services. Such access must be provided to the following officials or entities: MCHCP; Any independent auditor or consultant, when acting on behalf of MCHCP; and any other entity designated by MCHCP. Contractor agrees to provide the access described wherever Contractor maintains such books, records, and supporting documentation. Further, Contractor agrees to provide such access in reasonable comfort and to provide any furnishings, equipment, or other conveniences deemed reasonably necessary to fulfill the purposes described in this section. Contractor shall require its subcontractors to provide comparable access and accommodations.

MCHCP shall have the right, at reasonable times and at a site designated by MCHCP, to audit the books, documents and records of Contractor to the extent that the books, documents and records relate to costs or pricing data for this Contract. Contractor agrees to maintain records which will support the prices charged and costs incurred for this Contract. Contractor shall preserve books, documents, and records that relate to costs or pricing data for this Contract for a period of three (3) years from date of final payment. Contractor shall give full and free access to all records to MCHCP and/or their authorized representatives.

4.2 Audit Rights: MCHCP and its designated auditors shall have access to and the right to examine any and all pertinent books, documents, papers, files, or records of Contractor involving any and all transactions related to the performance of this Contract, including any audit conducted pursuant to 2.12. Contractor shall furnish all information necessary for MCHCP to comply with all Missouri and/or federal regulations. MCHCP shall bear the cost of


any such audit or review. MCHCP and Contractor shall agree to reasonable times for Contractor to make such records available for audit.

4.3 Financial Record Audit and Retention: Contractor agrees to maintain, and require its

subcontractors to maintain, supporting financial information and documents that are adequate to ensure that claims are made in accordance with applicable Federal and State requirements, and are sufficient to ensure the accuracy and validity of Contractor invoices. Such documents will be maintained and retained by Contractor or its subcontractors for a period of seven (7) years after the date of submission of the final billing or until the resolution of all audit questions, whichever is longer. Contractor agrees to timely repay any undisputed audit exceptions taken by MCHCP in any audit of this Contract.

4.4 Inspections: Upon notice from MCHCP, Contractor will provide, and will cause its

subcontractors to provide, such auditors and/or inspectors as MCHCP may from time to time designate, with access to Contractor service locations, facilities, or installations. The access described in this section shall be for the purpose of performing audits or inspections of the Services and the business of MCHCP. Contractor must provide as part of the services any assistance that such auditors and inspectors reasonably may require to complete such audits or inspections.

4.5 Response/Compliance with Audit or Inspection Findings: Contractor must take action to

ensure its or its subcontractors’ compliance with or correction of any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle relating to the services or any other deficiency contained in any audit, review, or inspection. This action will include Contractor’s delivery to MCHCP, for MCHCP’s approval, a corrective action plan that addresses deficiencies identified in any audit(s), review(s), or inspection(s) within thirty (30) calendar days of the close of the audit(s), review(s), or inspection(s).

5. RIGHTS AND REMEDIES

5.1 Acceptance: No contract provision or use of items by MCHCP shall constitute acceptance or relieve Contractor of liability in respect to any expressed or implied warranties.

5.2 Breach and Waiver: Waiver of any breach of any contract term or condition shall not be

deemed a waiver of any prior or subsequent breach. No contract term or condition shall be held to be waived, modified, or deleted except by a written instrument signed by the parties thereto. Any forbearance or indulgence in any other form or manner by MCHCP shall not constitute a waiver. If any contract term or condition or application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, condition or application. To this end, the contract terms and conditions are severable.

5.3 Injunctions: Should MCHCP be prevented or enjoined from proceeding with the acquisition

before or after contract execution by reason of any litigation or other reason beyond the control of MCHCP, Contractor shall not be entitled to make or assess claim for damage by reason of said delay.

5.4 Non-exclusivity of Rights and Remedies: If this contract is terminated, MCHCP, in

addition to any other rights provided for in this Contract, may require Contractor to deliver to MCHCP in the manner and to the extent directed, any completed materials.


In the event of termination, Contractor shall receive payment pro rated for that portion of the contract period services were provided to and/or goods were accepted by MCHCP subject to any offset by MCHCP for actual damages. The rights and remedies of MCHCP provided for in this Contract shall not be exclusive and are in addition to any other rights and remedies provided by law.

5.5 Sovereign Immunity: The Eleventh Amendment is an inherent and incumbent protection of the State of Missouri and need not be reserved. However, prudence requires MCHCP to reiterate that nothing related to this contract shall be deemed a waiver of the Eleventh Amendment nor of the protection provided pursuant to Chapter 537 of the Revised Statutes of Missouri.

6. TERMINATION This Contract will terminate upon full performance of all requirements contained in this Contract, unless extended or terminated sooner under the terms of this Contract.

6.1 MCHCP’s Rights Upon Termination or Expiration of Contract: If this Contract is terminated, MCHCP, in addition to any other rights provided for in this Contract, may require Contractor to transfer title and deliver to MCHCP in the manner and to the extent directed, any completed materials. MCHCP shall be obligated only for those services and materials rendered and accepted prior to the date of termination.

6.2 Termination for Cause: MCHCP may terminate this contract, or any part of this contract, for

cause under any one of the following circumstances:

Contractor fails to make delivery of goods or services as specified in this Contract;

Contractor fails to satisfactorily perform the work specified in this Contract; Contractor fails to make progress so as to endanger performance of this Contract

in accordance with its terms; Contractor breaches any provision of this Contract including, but not limited to, a

breach of 2.12; Contractor assigns this Contract without MCHCP’s approval; or Insolvency or bankruptcy of the Contractor.

MCHCP shall have the right to terminate this Contract in whole or in part if MCHCP determines, at its sole discretion, that one of the above listed circumstances exists. For any breach other than a breach of 2.12, MCHCP shall provide Contractor with written notice of the conditions endangering performance. If Contractor fails to remedy the conditions within ten (10) calendar days from the receipt of the notice (or such longer period as MCHCP may authorize in writing), MCHCP shall issue Contractor an order to stop work immediately. Receipt of the notice shall be presumed to have occurred within three (3) days of the date of the notice. If it is determined, after notice of termination for cause, that Contractor's failure was due to causes beyond the control of or negligence of Contractor, the termination shall be a termination for convenience. 6.2.1 Contractor Responsibility for Associated Costs: In the event of termination,

Contractor shall receive payment pro rated for that portion of the contract period services were provided to and/or goods were accepted by MCHCP, subject to any offset by MCHCP for actual damages including loss of any federal matching funds.


Contractor shall be liable to MCHCP for any reasonable excess costs for such similar or identical services included within the terminated part of this Contract.

6.3 Termination for Convenience: MCHCP may terminate performance of work under this

Contract in whole or in part whenever, for any reason, MCHCP shall determine that the termination is in the best interest of MCHCP. In the event that MCHCP elects to terminate this contract pursuant to this provision, it shall provide Contractor written notice at least thirty (30) calendar days prior to the termination date. The termination shall be effective as of the date specified in the notice. Receipt of the notice shall be presumed to have occurred within three (3) days of the date of the notice. Contractor shall continue to perform any part of the work that may have not been terminated by the notice. Contractor shall be paid for work satisfactorily completed prior to the effective date of the termination, but in no event shall Contractor be entitled to recover loss of profits.

6.4 Termination by Mutual Agreement of the Parties: The parties may mutually agree to

terminate this Contract or any part of this Contract at any time. Such termination shall be in writing and shall be effective as of the date specified in such agreement.

6.5 Termination for Non-appropriation of Funds: If, in the judgment of the Board of Trustees

of MCHCP, sufficient funds are not appropriated to continue the function performed in this Contract and for the payment of the charges hereunder, MCHCP may terminate this Contract at the end of its current fiscal year. MCHCP agrees to give written notice of termination to Contractor at least 30 days prior to the end of its current fiscal year, and shall give such notice for a greater period prior to the end of such fiscal year as may be provided in this Contract, except that such notice shall not be required prior to 90 days before the end of such fiscal year. MCHCP will pay to Contractor all regular contractual payments incurred through the end of such fiscal year. The termination of this Contract pursuant to this paragraph shall not cause any penalty to be charged to MCHCP or Contractor.

7. DISPUTE RESOLUTION

7.1 Arbitration, Damages, Warranties: Notwithstanding any language to the contrary, no interpretation shall be allowed to find MCHCP has agreed to binding arbitration, or the payment of damages or penalties upon the occurrence of a contingency. Further, MCHCP shall not agree to pay attorney fees and late payment charges beyond those available under this Contract, and no provision will be given effect which attempts to exclude, modify, disclaim or otherwise attempt to limit implied warranties of merchantability and fitness for a particular purpose.

7.2 Duty to Negotiate in Good Faith: Any dispute that in the judgment of either MCHCP or the

Contractor may materially or substantially affect the performance of either party will be reduced to writing and delivered to the other party. The parties must then negotiate in good faith and use every reasonable effort to resolve such dispute and the parties will not resort to any formal proceedings unless they have reasonably determined that a negotiated resolution is not possible. The resolution of any dispute disposed of by agreement between the parties will be reduced to writing and delivered to all parties within ten (10) business days.

7.3 General Agreement: The parties mutually agree that good business practices are best

served when the parties employ all reasonable and informal means to resolve any dispute under this Contract. The parties express their mutual commitment to using all reasonable and informal means of resolving disputes.

8. SCOPE OF WORK


In accordance with the provisions and requirements of this document and on behalf of Missouri Consolidated Health Care Plan (herein referred to as MCHCP), Contractor shall provide actuarial and health plan management consulting services for MCHCP.

8.1 Account Management: Contractor shall establish and maintain throughout the term of this Contract an account management team that will work directly with MCHCP staff. This team must include but is not limited to a principal consultant (must be partner level), principal actuary, and an actuary with GASB consulting experience.

Approval of the account management team rests with MCHCP. Contractor agrees that no substitution of such specific individuals and/or personnel qualifications shall be made without prior approval of MCHCP. Contractor also agrees that any substitution made pursuant to this paragraph must be equal or better than originally proposed and that MCHCP’s approval of a substitution shall not be construed as an acceptance of the substitution’s performance potential. MCHCP agrees that approval will not be unreasonably withheld.

The account management team will deal directly with MCHCP’s benefit administration staff. The account management team shall:

8.1.1 Devote the time needed to the account, including being available for frequent telephone

and quarterly on-site consultation with MCHCP. 8.1.2 Be extremely responsive. 8.1.3 The Contractor shall provide MCHCP with advance notice of any material change to its

account management and servicing methodology or to a personnel change in the contractor’s account management and servicing team.

8.1.4 The Contractor shall allow MCHCP to complete a formal performance evaluation of the

assigned account management team on an annual basis. 8.2 Contractor bound by MCHCP’s Duties: In carrying out MCHCP’s mandate under the law,

MCHCP is bound by various statutory, regulatory and fiduciary duties and responsibilities and contractor expressly agrees that it shall accept and abide by such duties and responsibilities when acting on behalf of MCHCP pursuant to this engagement.

8.3 Electronic Transmission Protocols: Contractor and all subcontractors shall maintain

encryption standards of 3DES or PGP (128) bit encryption or higher for the encryption of confidential information for transmission via non secure methods including File Transfer Protocol or other use of the Internet.

8.4 Reporting Requirements:

8.4.1 Contractor agrees that all data required by MCHCP shall be confidential and will not be

public information. Contractor further agrees to not disclose this or similar information to any competing company, either directly or indirectly.

8.4.2 MCHCP shall determine the acceptability of all Deliverables submitted based upon

timeliness, format and content. If Deliverables are not deemed to be acceptable or have not been submitted as requested, MCHCP shall notify Contractor, in writing within 15 working days following receipt. Such notice shall specify in reasonable detail the reasons that such Deliverable is deemed unacceptable. Acceptance by MCHCP shall not be unreasonably withheld. If MCHCP’s notice of non-acceptance is not sufficiently detailed to allow Contractor to determine why such Deliverable is unacceptable, Contractor may request in writing that MCHCP provide sufficient additional information. Contractor shall either fix the problems in the Deliverable within 15 days after receipt of sufficient notice or


present MCHCP with a plan to fix such problems within a period of time that is reasonable under the circumstances.

8.5 Required Meetings: Contractor shall meet in person with MCHCP staff and/or Board of

Trustees at least quarterly to discuss the status of MCHCP account in terms of utilization patterns and costs, as well as propose new ideas or programs that may benefit MCHCP and its members. These meetings shall take place at MCHCP’s office. Contractor’s team attending these updates shall include appropriate account managers and company decision makers who can effectively impact the account.

8.6 Invoicing:

8.6.1 Payment will be made to the name and address identified in the Contract as the “Contractor” unless (a) the contractor has authorized a different name and mailing address in writing or (b) unless a court of law specifies otherwise.

8.6.2 Contractor shall provide banking information to MCHCP by sending such information to the Manager of Fiscal Affairs.

8.6.3 Invoices shall clearly designate and differentiate between core and non-core services as well as actuarial, general consulting services, and special projects. Actual hours for core services must be indicated on the invoice. Invoices should be separated into core and non-core services and must include title and level of staff performing services, hours charged, rate and totals for each core and non-core service.

8.6.4 Reasonable costs for travel and incidentals directly related to MCHCP requested meetings shall be billed separately and invoices must include all applicable and appropriate receipts.

THE UNDERSIGNED PERSONS REPRESENT AND WARRANT THAT WE ARE LEGALLY FREE TO ENTER THIS CONTRACT, THAT OUR EXECUTION OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED, AND THAT UPON BOTH OF OUR SIGNATURES BELOW THIS SHALL BE A BINDING CONTRACT.

Missouri Consolidated Health Care Plan Contractor

By: ______________________________

By: _____________________________

Title: ____________________________

Title: ____________________________

Date: ____________________________

Date: ____________________________

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