MHBE Deloitte Contract 040414 - Redacted

AGREEMENT
This Agreement is made as of this 2nd day of April , 2014, by and between Dcloitte
Consulting LLP ("Contractor") and the Maryland Health Benefit Exchange ("MHBE").
In consideration of the promises contained herein, and the covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged. the parties agree as follows:
1. Scope of Work.
The Contractor shall provide the services and del iverables described in mutually executed
Task Orders (each a "Task Order"). Task Order # I is attached hereto as Exhibit A. Once
executed by Contractor and MHBE, each Task Order shall be incorporated herein. Each
Task Order shall specifically reference this Agreement and shall specify the details of the
particular services to be performed under the Task Order (the "Services"). These
Services shall be provided in accordance with the terms and conditions of this Agreement
and the Exhibits listed below. which arc attached and incorporated herein by reference,
and the applicable Task Order. If there is any conflict or inconsistencies between this
Agreement, the Exhibits to this Agreement and any Task Order, the following order of
precedence shall determine the prevai ling provision:
This Agreement
Exhibit A (Task Order # I) and other executed Task Orders
Exhibit B (Clarifications to Section 2.6 ofMHBE's March 13,2014 SOW)
Exhibi t C (Secti on 2.6 of March 18 Deloitte Consulting LLP response to the March
13,2014 SOW)
Exhibi t D (Sections 1.1 and 2.6 ofMHBE's March 13,2014 SOW)
Exhibit E (Contract Affidavit)
Exhibi t F (Conflict oflnterest Affidavit)
Exhibit G (Contractor's March 27, 20 14 Maryland HBX Proposed Timelines and
Milestones)
Exhibit H
Exhibit I (Anticipated Task Orders 3 & 4)
A. By May 15, 20 14, Contractor shall provide the Gap Analys is Deliverable described in
Exhibit A.
B. On or before May 15, 2014, Contractor shall submit a schedule of proposed fixed price
payments for each post-May 15
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h milestone described in Exhibit G.
C. Contractor shall not proceed with any work under this Agreement, other than Task Order
# I, until the MHBE Board of Trustees approves both a schedule of milestone activities
and a schedule of fixed price payments for each milestone activity. Upon such approval
and mutual execution, the Task Order ("Task Order 2") reflecting the schedule of
milestone activities and schedule of fixed price payments, and mutually agreed office
space, cost and location, shall be wholly incorporated into this Agreement.
D. The general scope of the Services to be provided pursuant to Task Order #1 and Task
Order #2 is described in Exhibits B, C and D listed above.
E. The Procurement Officer may, at any time, by written request for a change order, propose
changes in the Services within the general scope of the Agreement. Once a change order
is signed by both parties ("Change Order"), it shall amend, and become part of, the
appl icable Task Order. No other order, statement or conduct of the Procurement Officer
or any other person shall be treated as a change. Nothing in this section shall excuse the
Contractor from proceeding with the Agreement as changed pursuant to a Change Order.
2. Modifications to Agreement. Any modifications to this Agreement or any Task Order must
be in wri ting and signed by all parties.
3. Period of Performance. This Agreement shall be for a period beginning on April 2, 2014
and ending on June 30, 2015. At the sole option of MHBE, and upon reasonable advance
notice to Contractor, the period of performance may be extended for up to three additional
one year periods. In addition, if the parties execute a Task Order the period of performance
shall be extended in accordance with the Task Order.
4. Consideration and Payment
A. In consideration of the performance of the work set forth in this Agreement, MHBE shall
pay Contractor in accordance with the terms of this Agreement.
B. For the Task Order # I described in Exhibit A, MHBE shall pay Contractor on a time and
materials basis for satisfactory perfonnanee at the rates specified in Contractor's Rate
Card, which is attached as part of Exhibit I l.
C. For Task Order #2, MHBE (i) shall pay Contractor in accordance with a schedule of fixed
price payments for the agreed to milestones/ Deliverables as set forth therein, (ii) shall pay
Contractor for the mutually agTecd cost of office space, (i ii ) except for PMC licenses (for
which MHBE will not pay any license fees), shall pay Contractor for the mutually agreed
amounts for software licenses, and (iv) shall pay Contractor for other mutually agreed
amounts.
D. Payments to the Contractor under any Task Order shall be at the rates specified in Exhibit
H or, if the parties agree, for a fixed fee based on those rates. Total payments to the
Contractor under Task Order # I shall not exceed and Contractor will not be
obligated to perfonn Services exceeding such amount without prior written approval as to
additional payment. Total payments to Contractor for milestone-based Deliverables
under Task Order #2 shall not exceed .
E. Payments to Contractor shall be made no later than thirty (30) days after MHBE' s
receipt of a proper invoice for services provided by Contractor and appropriate
supporting documentation required by this Section. Each invoice for services rendered
must include name and address of Contraclor, Contractor's account number, billing
period/service peri od, purchase order number, contract/control number, an invoice
number and date, a description of the services provided, total cuncnt charges, total billed
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to date, remittance address, phone number for billing inquiries, authori zed signature, and
Contractor's Federal Tax Identification Number, which is 061454513. Charges for late
payment of invoices other than as prescribed by Md. Code Ann. , State Fin. & Proc., Titl e
15, Subtitle I, are prohibited. Invoices shall be submitted to the Contract Monitor.
Electronic funds transfer shall be used by MHBE to pay Contractor pursuant to this
Agreement and any other MHBE payments due Contractor unless the State Comptroller's
Office grants Contractor an exemption. If payment of amounts not disputed in good faith
or otherwise required by law to be withheld is not received within forty five (45) days of
receipt of an invoice, Contractor may also suspend or terminate the Services upon twenty
(20) days' written notice to MHBE if payment is not made within such notice period.
5. Intangible Pr operty
A. This Agreement is in support of Maryland' s implementation of the Patient Protection and
Affordable Care Act of 2010, and is subject to certain property rights provisions of the Code
of Federal Regulations and a grant from the Depattment of Health and Human Services,
Centers for Medicare & Medicaid Services. This Agreement is subject to, and incorporates
by reference, 42 CFR 433.112,45 CFR 74.36, 45 CFR 74.36, and 45 CFR 92.34 as may be
applicable.
B. Contractor must deli ver in the manner specified in the applicabl e Task Order all
intangible property, including but not limited to, intellectual property, that constitute
Deliverables to the MHBE to provide that the Centers for Medicare & Medicaid Services, an
Agency of the Department of Health and Human Services, obtains the ri ghts required by 42
CFR 433.112, 45 CFR 95.617, 45 CFR 74.36, and 45 CFR 92.34. Such property is further
subject to applicable regulations governing patents and invention issued by the Department
ofCommcrcc at 37 CFR Part 401. The State of Maryland owns any software Deliverablcs
and other intangible property Deli verable that is created or developed by Contractor under
tl1is Agreement. To the extent applicable, the federal government shall have the rights set
forth in 42 CFR 433.112, 45 CFR 95.617, 45 CFR 74.36 and 45 CFR 92.34, including a
royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the
work for Federal purposes, and to authorize others to do so. The Contractor agrees that the
Deliverables created and Services performed under this Agreement shall be "works made for
hire" as that tcnn is interpreted under U.S. copyright law. To the extent that any Deliverablcs
created under this Agreement are not determined to be works for hire for the Ml-IBE, the
Contractor hereby relinquishes, transfers, and assigns to the State all of its rights, title, and
interest (including all intellectual property rights) to all such Del iverables created under this
Agreement, and shall cooperate reasonably wit h the State in effectuati ng and registering any
necessary assignments. The rights granted to MHBE in this Section 5(B) arc all subject to
Contractor's ri ghts in and to Contractor Technology as defined in Section 5(C).
C. To the extent that Contractor uses or delivers to MHBE any intangible property, including
works of authorship, materi als, information and other intellectual property that was created
prior to or independently of the performance of Services under this Agreement, or created by
Contractor or its subcontractors as a tool to be used by them to perfonn the Services
hereunder, plus any modifications or enhancements thereto and deri vative works based
thereon (collectively, "Contractor Technology"), Contractor hereby grants to the State a
royalty-free, non-exclusive, irrevocable (except as contemplated by Section 6) right to usc
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any Contractor Technology included in the Dcli vcrables in connection with its usc of the
Deliverables. Except for the foregoing license grant, Contractor or its licensors retain all
rights in and to all Contractor Technology.
D. Contractor shall repot1 to the Procurement Officer, promptly and in written detai l. any
notice or claim of copyright infringement received by Contractor with respect to a
Deliverable under this Agreement .
E. Except with respect to Contractor Technology, Contractor shall not affix any restrictive
markings upon any data, documentation, or other materials delivered to MHBE hereunder and
if such markings are affixed, MHBE shaii have the right at any time to modify, remove,
obliterate, or ignore such warnings.
F. In performing Services under this Agreement, Contractor may usc its Contractor
Technology, including tools and information, without deli vering that Contractor Technology
to MHBE. MHBE obtains no rights in any Contractor Technology that Contractor does not
submit as a Deliverable or part of a Deliverable under the Agreement.
6. Intangible Proper ty and Thi rd Parties.
A. Unless otherwise set forth in an Exhibit or agreed upon by MHBE, if Contractor
furnishes to MHBE for its use any design, device, material, process, or other item, which
is covered by a patent, trademark or service mark, or copyright or which is proprietary to
or a trade secret of another, Contractor shall obtain all necessary permissions or licenses,
in sufficient quantities, to permit MHBE to usc such item or items for their intended
purpose.
B. Contractor will at its own option and expense defend or settle, and will indemnify and
hold harmless MHBE from, any claim or suit by a third party against MHBE alleging that
any such Deliverable furnished by Contractor infringes any patent, trademark, service
mark, copyright, or trade secret; provided, however, that Contractor's obligations under
this Section shall not apply to any claim for infringement or misappropriation of
inteiiectual property rights to the extent any such infringement or misappropriation is
caused by: (i) modifications made by Mil BE or a third party other than Contractor's
subcontractors to Deli verablcs furnished by Contractor in connection wi th the
performance of this Agreement. or any parts, thereof, (ii) MHBE's use of items furnished
by Contractor in a manner inconsistent wit h the terms of the Agreement, (iii) the failure
of the indemnified party to use any corrections or modifications made available by
Contractor, (iv) information, materials, instructions, specifications, requirements or
designs provided by or on behalf of the indemnified party, or (v) the use of such
Deliverable in combination with any platform, product, network or data not provided by
Contractor. If a third party claims that a Deliverable infringes that party's patent,
trademark, service mark, trade secret, or copyright, and subject to the foregoing,
Contractor will defend MHBE against that claim at Contractor' s expense and will pay all
damages, costs and attomey fees that a cowt finally awards, provided MHBE (a)
promptly notifies Conhactor in writing of the claim; and (b) allows Contractor to control
the handling of any such Claim and to defend or settle any such Claim, in its sole
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discretion, with counsel of its own choosing, and (c) cooperates with Contractor in. the
defense and any related settlement negotiations. The obligations of this paragraph are in
addition to those stated in Section 6(C) below.
C. If MHBE's use of any Deli verables furnished by Contractor becomes, or in Contractor's
opinion is likely to become, the subject of a claim of infringement, Contractor will, at its
option and expense, have the right to: (a) procure for MHBE the right to continue using
the applicable Deliverable, (b) replace the Deliverable with a non-infringing Deliverable
substantially complying with the Deliverable's specifications, or (c) modify the
Deliverable so that it becomes non-infringing and performs in a substantially similar
manner to the original Deliverable. In the event Contractor cannot reasonably procure,
replace or modify such Deli verable in accordance with the immediately preceding
sentence, Contractor may require the MHBE to cease use of such Deliverable and
Contractor will refund the professional fees paid to Cont ractor with respect to the
Servi ces giving rise to such Deli verable. The foregoing provisions of this Section 6
constitute the sole and exclusive remedy of the indemnified parties, and the sole and
exclusive obligation of Contractor, relati ng to a claim that any of Contractor's
Deliverables infringes any patent, copyright or other intellectual property ri ght of a thi rd
party.
7. Confidentiality. Subject to the Maryland Public Information Act and any other applicable
laws, all confidential or proprietary infom1ation and documentation relating to either party
(including without limitation, any information or data stored within Contractor's computer
systems) shall be held in confidence by the other party, using at least the same degree of care
as it employs in maintaining in confidence its own confidential information of a similar
nature, but in no event less than a reasonable degree of care. Each party shall, however, be
permi tted to di sclose relevant confidential information to its officers, agents and personnel,
and permitted subcontractors to the extent that such disclosure is necessary for the
perfom1ance of their duties under this Agreement, provided that the data may be collected,
used, disclosed, stored and disseminated only as provided by and consistent with the law.
The provisions of this section shall not apply to information that (a) is lawful ly in the public
domain; (b) has been independently developed by the other party without violation of this
Agreement; (c) was already in the possession of such party, (d) was supplied to such party by
a third party lawfully in possession thereof and legall y permitted to further disclose the
information, or (e) such party is required to disclose by law or regulation, governmental
inquiries, or in accordance with applicable professional standards or rules.
Except as otherwise permitted by this Agreement, the Contractor shall not publicly release
any non-public infom1ation conceming the services provided pursuant to the Agreement or
any part thereof to any member of the press or any official body unless prior written consent
is obtained from MHBE. Any violation of the data disclosure and confidential it y obligations
hereunder may result in contract termination.
8. Warra nties.
A. Contractor represents and warrants that all software developed specificall y for MH BE
by Contractor or its subcontractors hereunder and all modifications to previously-
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developed software made specifically for MHBE by Contractor or its subcontractors
hereunder (the "warranted software") shall operate free of Deficiencies that could not
have been reasonably identifi ed by the acceptance process described in Section 40
("defects") for a period of 180 calendar days after acceptance of such warranted
software in accordance with Section 40. During this period, Contractor, at no cost to
MHBE, shall analyze and diagnose any defect identified by MHBE in accordance with
the process set forth herein; shall correct any defects identified by MHBE in accordance
with the process set forth herein. including any correction to source code as necessary,
so that the warranted software has no Deficiencies; shall conduct integrated testing of
any repair to ensure that the repair is cornplete and appropriate; and shall conduct
regression testing to avoid additional problems; provided that for any such defect
identified by Ml-IBE, MHBE notifies Contractor in writing of such defect and describes
the correct operation, provides Contractor with reasonably adequate documentation and
evidence to reproduce such defect, and, when necessary, demonstrates such defect to
Contractor so that the cause of such defect may be traced and corrected, in each case
within the warranty period. Contractor shall make such warranty repairs within a
reasonable period following such notification by MI-IBE, or as otherwise agreed
between Contractor and MHBE, with the reasonableness of the response and correction
time being determined based upon the nature and severity of the defect and the impact
the defect is having on MHBE's operations.
Contractor shall have no obl igation under this Section to make warranty repairs
attributable to: (i) MHBE's modification of such warranted software; (ii) MHBE's
failure to use cotTections or enhancements made available by Contractor at no
additional cost to MHBE; (iii) MHBE's use of such warranted software in combination
with any product other than those specified by Contractor; (iv) the quality or integrity
of data from other automated or manual systems with which such warranted software
interfaces; (v) hardware, systems software, telecommunications equipment or software
not a part of such warnnted software which is inadequate to allow proper operation of
such warranted software or which is not operating in accordance with the
manufacturer's specifications; or (vi) operation or utilization of such warranted
software in a manner not contemplated by Task Order #2. If any such exception
applies, Contractor shall notify MHBE, and MHBE shall compensate Contractor for
Contractor's time, to the extent approved by MHBE in advance, rendering consulting
servi ces to MHBE in remedying such condition.
B. Contractor shall adhere to Maryland's System Development Life Cycle methodology
for the correction of all application defects.
Contractor does not and wi ll not provide any representation, warranty or other form of
assurance as to the quality, performance, or fitness of any software or hardware or other
product that is or shall be selected by MIIBE. The warranties expressly provided
herein shall not apply with respect to hardware or software that is supplied by a third
party to MHBE nor to the preexisting system or software being transferred to MI-IBE.
The terms and conditions of the warranty to MHBE with respect to third party hardware
or software will be provided by the third party vendor of such hardware or software.
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Contractor bears no responsibility of any kind for such hardware or software and
MHBE shall not look to Contractor for any warranty for such products.
9. Indemnification and Limitation of Liability.
A. Contractor shall defend, hold harmless and indemnify MHBE from and against any and
all losses, damages, claims, suits, actions, liabilities and/or expenses, including, without
limitation, attorneys' fees and disbursements of any character that a court finally awa.rds
that arise from a thi rd party claim of bodil y inj ury or real or tangible property damage to
the extent directly caused by the negligent performance or nonperformance of Contractor
or its subcontractors under this Agreement, provided MHBE (i) promptly notifies
Contractor in writing of the claim; and (ii ) allows Contractor to control the handling of
any such Claim and to defend or settle any such Claim, in its sole discretion, with counsel
of its own choosing, and (iii) cooperates with Contractor in, the defense and any related
settlement negotiations.
B. MHBE has no obligation to provide legal counsel or defense to Contractor or its
subcontractors in the event that a suit, claim or action of any character is brought by any
person not party to this Agreement against Contractor or its subcontractors as a result of
or relating to the subcontractor's obligations under this Agreement.
C. MHBE bas no obligation for the payment of any judgments or the settlement of any
claims against Contractor or its subcontractors as a result of or relating to Contractor' s
obligations under this Agreement. MHBE shall not assume any obligation to indemnify,
hold harmless, or pay attorney's fees that may arise from or in any way be associated
with the perfonnancc or operation of this Agreement.
D. Contractor shall promptly notify the Procurement Officer of any Claim or suit made or
filed against Contractor or its subcontractors regarding any matter resulting from, or
relating to, the Contractor's obligations under the Agreement if such Claim or sui t would
have a materi al adverse impact on Contractor's abi lity to perform the Services under this
Agreement.
E. ln no event shall Contractor be liable to MHBE for any claims, liabilities or expenses
relati ng to or ari sing under this Agreement or any Task Order ("Claims") for an
aggregate amount in excess of the amount of the applicable Task Order
(excluding amounts for any third party hardware or software provided under the
applicable Task Order), except to the extent resulting from recklessness, bad faith or
intentional misconduct of the Contractor or any of its subcontractors. ln no event shall
Contractor be liable to MHBE for any loss of usc, goodwill, or revenues (whether or
not deemed to constitute a direct Claim), or any consequential, special, indirect,
incidenta l, punitive, or exemplary loss, damage, or expense relating to this Agreement
or a Task Order. The provisions of this Section 9E shall not apply to any Claim for
which Contractor has an obligation to indemnify MHBE hereunder.
10. Performance Bond. By April 10, 2014, Contractor shall submit to MHBE a performance
bond in the amount of . The performance bond shall be issued by a surety
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company licensed to do business in Maryland and shall be in a fonn approved by the
Procurement Officer. The performance bond shall be maintained throughout the tenn of this
Contract, including renewal option periods, if exercised. Evidence of renewal of the
perfonnance bond shall be provided to MHBE. Contractor may submit an annual
performance bond provided that the surety company shall provide to the State no less than
sixty days advance written notice of non-renewal, intent not to renew, or cancellation.
Failure of Contractor to maintain the required perfom1ance bond coverage throughout the
tenn of the Contract, including renewal option periods if exercised, will constitute an event
of default under the Contract. The perfonnance bond secures the Vendor's perfonnance of
its obligations under the Contract.
11. Liquidated Damages. If Contractor fails to provide timely the final system software
Deliverable for each of Release l and Release 2 (which dates will be agreed to in Task Order
#2), and if the untimeliness is attributable to a railure of perfonnance on the part of the
Contractor in breach of this Agreement and after Contractor has been given reasonable
opportunity to cure the failure and fail s to do so, MHBE may assess liquidated damages,
which shall not be considered a penalty, as set f011h below:
A. For failure to provide timel y the final system software Deliverable for Release l by the
Key Plan Date for Release I , MHBE may assess liquidated damages in the amount of
per day not to exceed 60 days.
B. For failure to provide timely the final system software Deliverable for Release 2 by the
Key Plan Date for Release 2, MHBE may assess liquidated damages in the amount of
per day not to exceed 60 days.
C. Notwithstanding the loregoing in A and B above, (i) the total liquidated damages wil l
be limited as set forth in Section 9 E. and any liquidated damages assessed will count
against the limitations of liability threshold and (ii) a single event of failure on the part
of Contractor or its subcontractors will only result in the imposition of damages in one
liquidated damage category. Tn addition, the liquidated damages will be MHBE's sole
and exclusive remedy for the failure giving rise to the applicable delay for the f1fst sixty
(60) days of such delay.
The Contractor shall not be liable lor liquidated damages when incidents or delays result
from excusable lailure, such as a force majeure event, or a failure due in any part to factors or
events outside of the Contractor's reasonable control (including acts or omissions by MBIIE
or other third parties).
Written notification of failure to meet a perfonnance requirement shall be given by the
MHBE Project Manager to the Contractor. The Contractor shall have three (3) working days
from the date of receipt of the written notification of failure to cure the failure set forth in the
written notificati on. If the failure is not resolved or if the Contractor fail s to provide a plan to
cure the fa ilure that is acceptable to the MHBE Project Manager within this period,
liquidated damages may be imposed as set forth above retroactively to the Key Plan Date.
12. Insurance.
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A. Contractor shall maintain Commercial General Liability Insmance with limits sufficient
to cover losses resulting from or arisi ng out of Contractor action or inaction in the
performance of the Contract by the Contractor, its agents, servants, employees or
subcontractors, but no less than a Minimum Limit for Bodily Injury, Property Damage
and Personal and Adverti sing Injury Liability of $ 1,000,000 per occurrence and
$3,000,000 aggregate.
B. Contractor shall maintain Errors and Omissions/Profess ional Liability insurance with
minimum limits of $ 15,000,000 per claim. Such insurance shall cover Contractor errors
and omissions during the time period that systems developed by Contractor for MHBE
under this Agreement are expected to be operational, for systems error, or for any CtTor
or omission of Contractor, its officers, employees, agents, subcontractor or assigns,
regardless of negligence. The Contractor shall maintain Automobile and/or
Commercial Truck Insurance as appropriate with Liability, Collision and PTP limits no
less than those required by the State where the vehicle(s) is registered but in no case
less than those required by the State of Maryland. If automotive equipment is required
in the perfom1ance of this Contract, automobil e bodil y injury liabi lity insurance with a
limit of not less than One Million Dollars ($ 1 ,000,000.00) for each person and Two
Million Dollars ($2,000,000.00) for each accident, and property damage liability
insurance with a limit of not less than Two Hundred Thousand Dollars ($200,000.00)
for each accident or, in the altemative, Two Million Dollars ($2,000,000.00) Combined
Single Limit shall be required.
C. Conractor shall maintain Employee Theft Insurance with muumum limits of
$ 1 ,000,000 per loss.
D. Contractor shall maintain such insurance as necessary and/or as required under
Worker's Compensation Acts, U.S. Longshoremen's and Harbor Workers'
Compensation Act, and the Federal Employers Liability Act as well as any other
applicable statute.
E. Contractor shall provide the Contract Monitor with current certificates of insurance,
and shall update such cet1ificates from time to time, as directed by the Contract
Monitor.
F. MHBE shall be included as an additional insured on all insurance policies described in
this Section, with the exception of Worker 's Compensation, Employee Theft Insurance
and Errors & Omissions/ Professional Liability Insurance. Certificates of insurance
evidencing coverage shall be provided prior to the commencement of any activities in
the Agreement. Contractor shall provide the Contract Monitor, by cettified mail , not
less than 60 days advance notice of any non-renewal or cancellation. In the event the
Contract Monitor receives a notice of non-renewal, Contractor shall provide the
Contract Monitor with an insurance certificate from another canier prior to the
expiration of the insurance policy then in effect. All insurance policies shall be with a
company licensed by the State to do business and to provide such policies.
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G. Contractor shall require that all subcontractors obtain and maintain simi lar levels of
insurance taking into cons ideration the amount of Services to be performed by such
subcontractors and shall provide the Contract Monitor with the same documentation as
is required of Contractor.
13. Non-Hiring of Employees. No offi cial or empl oyee of the State of Maryland, as defined
under Md. Code Ann., State Gov't 15- 102, whose duties include matters relating to or
affecting the subj ect matter of this Agreement, shall, during the pendency of this Agreement
and while so employed, become or be an employee of Contractor or any enti ty that is a
subcontractor under this Agreement staffed to perform the Services hereunder.
14. Loss of Data. In the event of loss of any State data or records hosted in Contractor's
environments, where such a loss is due to the intentional act or omi ssion or negligence of the
Contractor or any of its subcontractors or agents, the Contractor shall recreate such lost data
to the most recent backup thereof.
15. Disputes.
A. As used herein, a "claim" means a written demand or assertion by one of the parties
seeking, as a legal right, the payment of money, adjustment, or interpretation of
contract terms, or other rei ief, arising under or relating to this Agreement. A voucher,
invoice, or request for payment that is not in dispute when submitted is not a claim.
llowever, if the submission subsequently is not acted upon in a reasonable time, or is
disputed as to liability or arnount, it may be converted to claim for the purpose of this
clause.
B. Any good-faith claim arising under the terms of this Agreement that is not resolved by
the respective parties within a reasonable peri od of time, as indicated in the left column
of the table that immediately follows, shall be brought to the attention of the
representatives of the parties as set forth in the table in the middle and right columns.
Escalation Timetable
# of Business
Days foll owing
r eceipt of notice Contractor
MHBE Represent ative
of a disput e, Representative
clain1 or
controversy
Not to exceed 5
Lead Consulting Secretary - Department of Iuformatiou
Principal Technology
C. When a claim cannot be resol ved by mutual agreement through escalations in
accordance with the preceding paragraph, Contractor shall submit a written request for
decision to the Procurement Officer.
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D. For claims seeking payment of an amount less than , the decision of the
Procurement Officer is final and may be subject to review by the Circuit Court for
Baltimore City. For claims seeking payment of or more, Contractor may
appeal from the Procurement Officer's decision to the MHBE Board of Trustees, and
the Board's decision is final and may be subject to review by the Circuit Court for
Baltimore City. Pending resolution of a claim, Contractor shall diligently and timely
proceed with the perfom1ance of the Agreement, subject to Contractor's termination
rights, if any, elsewhere under this Agreement.
E. Nothing in this section shall be construed to limit the MHBE's right to exercise any other
ri ghts allowed by contract or at law.
16. Forum and Choice of Law. This Agreement shall be construed, interpreted, and enforced
according to the laws of the State of Maryland without regard to conflict of laws principles.
The patties agree that venue for any judicial action related to performance under this
Agreement or to the enforcement of this Agreement shall be in the Circuit Court for
Baltimore City.
17. Nondiscrimination in Employment. Contractor agrees: (a) not to discriminate in any
manner against an employee or applicant for employment because of race, color, religion,
creed, age, sex, marital status, national origin, ancestry, or disability of a qualified individual
with a disabi lity; (b) to include a provision s imilar to that contained in subsection (a), above,
in any underl ying subcontract except a subcontract for standard commercial supplies or raw
materials; and (c) to post and to cause subcontractors to post in conspicuous places available
to employees and applicants for employment. notices setting forth the substance of this
clause.
18. Contingent Fee Prohibition. Contractor warrants that it has not employed or retained any
person, partnership, corporation, or other entity, other than a bona fide employee or agent
working for the Agreement or, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person, partnership, corporation, or other entity, other than a bona fide
employee or agent, any fee or other consideration contingent on the making of this
Agreement. For breach or violation of this warranty, MHBE may terminate this Agreement
in accordance with Section 19, or deduct from the Agreement price or consideration or
othe1wise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
contingent fcc.
19. Termination for Default.
A. lf Contractor fai ls to fulfill its obligations under this Agreement, MHBE shall notify
Contractor in writing of such failure and Contractor shall have the ri ght to cure any
alleged breach of its obligations under the Agreement within twenty (20) days after
receipt of the notice from the MHBE. If Contractor is unabl e to cure such breach
during the twenty (20) day time for cure, MHBE may te1minate the Agreement by
written notice to Contractor. The notice shall specify the acts or omissions relied upon
as cause for tem1ination.
II
B. lf this Agreement is tcnninatcd for default, (a) all finished and accepted Delivcrablcs
provided by the Contractor shall remain MH8E's property subject to Sections 5 and 28,
(b) MHBE shall pay Contractor fair and equitable compensation for performance prior
to receipt of notice of termination, and (c) if the damages are more than the
compensation payable under the Agreement, Contractor shall remain liable after
termination of this Agreement and MHBE shall be entitled to appropriate damages, if
any, from Contractor.
20. Termination for Convenience. The perfom1ance of work under this Agreement may be
terminated by MHBE upon 30 days written notice to Contractor whenever MHBE shall
determine that such termination is in MHBE's best interest. MI-IBE will pay all reasonable
and verifiable costs associated with this Agreement that Contractor has incurred up to the
date of termination, and all reasonable and verifiable costs associated with termination of the
Agreement and compensation in accordance with Section 19(8) above; provided, however,
Contractor shall not be reimbursed for any anticipatory profits that have not been earned up
to the date of termination.
21. Subcontractors. Contractor may not retain any subcontractor to perform services under this
Agreement without obtaining the prior written approval of the Procurement Officer.
22. Substitution of Personnel.
A. All personnel described in a Task Order as key staff or key personnel ("key
personnel"), shall perform continuously for the duration of their assignment under the
applicable Task Order in accordance with paragraph 8 below.
B. Contractor may not substitute key personnel, other than by reason of an individual 's
death, sudden illness, termination of employment, or other extraordinary circumstances,
or upon a resumption of services after suspension by MH8E, without the prior written
approval of the Contract Monitor. To replace any key personnel specified in
Contractor's proposal, Contractor shall submit to the Contract Monitor: a) a detailed
explanation of the reasons for the substitution request; b) the resumes of the proposed
substitute personnel ; c) the official resume of the current personnel for comparison
purposes; and d) copies of any required credentials. Contractor shall make this
submiss ion at least two weeks prior to or as much in advance of as reasonably
practicable the desired effective date of substitution. All proposed substitute key
personnel shall be interviewed if desired by MHBE, shall have qualifications at least
equal to those of the replaced personnel, and shall be approved by the Contract
Monitor. The Contract Monitor will promptly notify Contractor in writing of the
acceptance, denial , contingent or temporary approval for a specified time limit, of the
proposed substitute personnel. The Contract Monitor will not unreasonably withhold
approval of a requested key personnel replacement.
C. The Contract Monitor may direct Contractor to replace any staff that is unqualified,
non-productive, unable to fully perform his/her job duties, disruptive, has committed a
major infraction of law or State requirements, or for any other good faith basis. The
Contract Monitor shall give written notice of perfom1ance issues to Contractor, clearly
describing the problem and delineating remediation requirements. Contractor shall
respond with a written remediation plan within three business days and implement the
12
plan immediately upon written acceptance of the Contract Monitor. If perfonnance
issues persist, the Contract Monitor may give written notice or request the immediate
removal of persons whose performance is at issue, and determine whether a substitution
is required. If substitution is so required, the individuals shall be replaced within 15
days of the notice of performance issues.
D. If deemed appropriate in the sole discretion of the Contract Monitor, the Contract
Monitor shall direct that the individual be replaced immediately upon written notice for
cause (e.g. for their violation of law or this Agreement or under extraordinary
circumstances).
23. Non-availability of Funding.
If the General Assembly fails to appropriate funds or if funds are not otherwise made
available (including funds which may be received from the federal government) for
continued performance for any fi scal period of this Agreement succeeding the first fiscal
period, this Agreement shall be canceled automatically as of the beginning of the fiscal year
for which funds were not appropri ated or otherwise made available; provided, however, that
this will not affect either MHBE's rights or Contractor's ri ghts under any termination clause
in this Agreement. The effect of termination of the Agreement hereunder will be to
discharge both Contractor and MHBE from future perfom1ance of the Agreement, but not
from their rights and obligations existing at the time of termination. Contractor shall be
reimbursed for the reasonable value of any nonrecurring costs inctiiTed but not amortized in
the price of the Agreement. The MHBE shall notify Contractor as soon as it has knowledge
that f<mds may not be avai lable for the continuation of this Agreement for each succeeding
fiscal period beyond the first.
24. Suspension of Work. MHBE unilaterally may order Contractor in writing to suspend, delay,
or interrupt all or any part of its perfotmance for up to 30 days from such notice for MHBE's
convenience. On or prior to the end of such period, MHBE shall, via written notice, either
lift the suspension or terminate the Agreement, unl ess MHBE unilaterally extends the
suspension for up to an additional 60 days. MHBE shall agree to an equitable adjustment in
schedule and cost; provided, however, Contractor shall not be reimbursed for any
anticipatory profits that have not been earned during the suspension. Upon any resumption of
services in the event a suspension is lifted, Contractor may also replace key personnel and
other staff.
25. Financial Disclosure. Contractor shall comply with the provisions of Md. Code Ann., State
Fin. and Proc. 13-221, which requires that every person that enters into contracts, leases, or
other agreements with the State or its agencies during a calendar year under which the
business is to receive in the aggregate, $100,000 or more, shall within 30 days of the time
when the aggregate value of these contracts, leases or other agreements reaches $100,000,
fi le with the Secretary of the State cet1ain specified infonnation to include disclosure of
beneficial ownership of the business.
26. Political Contribution Disclosure. Contractor shall comply with Md. Code Am1., Election
Law 14-10 I through 14-108, which require that every person that enters into contracts,
leases, or other agreements with the State, a county, or an incorporated municipality, or their
13
agencies, during a calendar year in which the person receives in the aggregate $100,000 or
more, shall file with the State Board of Elections a statement disclosing contributions in
excess of $500 made during the reporting period to a candidate for elective office in any
primary or general election. The statement shall be filed with the State Board of Elections:
(a) before a purchase or execution of a lease or contract by the State, a county, an
incorporated municipality, or their agencies, and shall cover the preceding two calendar
years; and (b) if the contribution is made afier the execution of a lease or contract, then twice
a year, throughout the contract term, on: (i) February 5, to cover the six (6) month period
ending January 3 1; and (ii) August 5, to cover the six (6) month period ending July 31.
27. Documents Retention and Inspection Clause. Contractor and its subcontractors shall
retain and maintain all records and documents relating to this Agreement for a period of five
years after final payment by MHBE and until pending matters arc closed. MHBE, CMS, the
Comptroller General of the United States, or any of their duly authorized representatives
shall have access to any books, documents, papers, and records of Contractor which are
directly pertinent to the billing or payment under this Agreement for the purpose of making
audit, examination, excerpts, and transcriptions. In addition, to the extent required by
applicable law or regulation, upon reasonable advance written notice, Contractor shall
provide access to Contractor's books and records that directly pertain to the Services to
federal or state agencies having jurisdiction over MHBE. MHBE leadership, project
management, employees, agents, and representative shall, at all times, have the additional
right to enter the primary place where work under this Agreement is being performed, and
shall have the right to review and make copies of drafts of Dcliverablcs or works-in-progress.
Any expenses incuned by State personnel or representatives for on-site inspection will be
borne by MHBE.
28. Rights to Delivcr ables. Subject to Contractor's rights in and to Contractor Technology, the
Contractor agrees that all documents and materials, including but not limited to, reports,
workpapers, studies, computations and data, tests, maps, design, and graphics prepared for
delivery to MHBE by the Contractor for purposes of this Agreement (" Deliverables") shall
be the sole property ofMHBE and shall be available to Ml-IBE. MHBE shall have the right to
use the same without restriction and wi thout compensation to the Contractor other than that
specifically provided by this Contract.
To the extent that the Contractor incorporates any Contractor Technology into any
Deliverable, the Contractor hereby grants to the State a royalty-free, non-exclusive,
irrevocable (except as contemplated by Section 6) ri ght to use such Contractor' s Technology
solely for MHBE's use and that of its agents in connection with MHBE's use of the
Deliverables.
To the extent any Contractor Technology provided to the State hereunder constitutes
inventory within the meaning of section 4 71 of the Internal Revenue Code, such Contractor
Technology is licensed to the State by Contractor as agent for Deloitte Consulting Product
Services LLC on the terms and conditions contained herein. The rights granted in Section 5
or this Section 28 do not apply to any authorship, materials, information, and other
intellectual property (including any modifications or enhancements thereto or derivative
works based thereon) that is subject to a separate license agreement between the State and
14
any third party (including, Contractor's affi liates).
The rights granted MHBE under Section 5 or this Section 28 are contingent upon MHBE's
payment for the applicable Deliverabl e. During the period between delivery of a Deliverable
by Contractor and payment therefor by MHBE in accordance with this Agreement and the
applicable Task Order, Contractor hereby grants Ml-IBE a royalty-free, non-exclusive,
limited license to usc such Deliverable and to use any Contractor Technology contained
therein in accordance with such Task Order.
Notwithstanding anything to the contrary in the Agreement, the Contractor shall have the
right to retain a copy of all its work papers and administrative records and shall be entitled to
use such documents.
29. Compliance with Laws. Contractor hereby represents and wan-ants that:
A. It is qualified to do business in the State of Maryland and that it will take such action as,
from time to time hereafter, may be necessary to remain so qualified;
B. It is not in arrears with respect to the payment of any monies due and owing the State of
Maryland, or any department or unit thereof, including but not limited to the payment of
taxes and employee benefits, and that it shall not become so in an-ears during the term of
this Agreement;
C. It shall comply with all federal , State and local laws, regulations, and ordinances
applicable to its activities and obligations under this Agreement; and
D. It shall obtain, at its expense, all licenses, permits, insurance, and govemmental
approvals, if any, necessary to the performance of its obligations under this Agreement.
30. Cost and Price Certification. Contractor, by submitting the cost or price infonnation as
part of any Task Order, including that contained in Exhibit H, certifies that, to the best of its
knowledge, the information submitted is accurate complete and current as of the date that any
discussions or negotiations are concluded in connection with which the cost or price
information was submitted.
31. Assignment. This Agreement shall not be assigned by either contracting party without the
prior written consent of the other party.
32. Minority Business Enterprise Goals. Except as may be set forth in any Task Order issued
under this Agreement, there is no MBE subcontractor participation goal associated with this
Agreement. MHBE reserves the ri ght to establish an MBE subcontractor participation goal
within any Task Order.
33. Prompt Pay Requirements.
A. rr Contractor withholds payment of an undisputed amount to any subcontractor, the
MHBE, at its option and in its sole discretion, may take one or more of the following
actions:
15
1. Not process further payments to Contractor until payment to the subcontractor
is verified;
11. Suspend all or some of the Agreement work without affecting the completion
date(s) for the contract work:
111. Pay or cause payment of the undisputed amount to the subcontractor from
monies otherwise due or that may become due;
1v. Place a payment for an undisputed amount in an interest-bearing escrow
account; or
v. Take other or further actions as appropriate to resolve the withheld payment.
B. An "undisputed amount" means an amount owed by Contractor to a subcontractor for
which there is no good faith dispute. Such "undisputed amow1ts" include, without
limitation: (i) retainage which had been withheld and is, by the terms of the agreement
between Contractor and subcontractor, due to be distributed to the subcontractor; and (ii)
an amount withheld because of issues arising out of an agreement or occurrence unrelated
to the agreement under which the amount is withheld.
An act, failure to act, or decision of a Procurement Officer or a representative of the
MHBE, concerning a withheld payment between Contractor and a subcontractor under
this provision, may not (i) affect the rights of the contracting parties under any other
provis ion of law; (ii) be used as evidence on the merits of a dispute between MHBE and
Contractor in any other proceeding; or (iii) result in liability against or prejudice the
rights of the MI-IBE.
34. Privacy and Security of Personally Identifiable Information. In providing services under
this Agreement, Contractor shall comply with all standards established for Exchanges in 45
C.F.R. 155.260 and, as applicable, with the Confidentiality of Medical Records Act, Md.
Code Ann., Health-Gen. 4-30 I et seq, in each case applicable to Contractor in its provision
of the Services. Contractor shall not disclose or afford access to personally identifiable
infonnation, as that tenn is used in 45 C.F.R. 155.260, to any person, including any
subcontractor, without requiring adherence to the same or more stringent privacy and
secUiity standards.
35. Federal Department of Health and Human Services (HHS) Exclusion Requirements.
Contractor agrees that it wi ll comply, to the extent applicable to it in the perfom1ance of the
Services, with federal laws (including 1128 and 1156 of the Social Security Act and 42
CFR I 00 I) that prohibit payments under certain federal health care programs to any
individual or entity that is on the List of Excl uded Individuals/ Entities (LEIE) maintained by
HHS. By executing this Agreement, Contractor' s Engagement Leader affirmatively declares
that neither it nor any employee is, to the best of its knowledge, subject to exclusion.
Contractor agrees, further, during the term of this Agreement, to check the LEIE prior to
hiring or assigning individuals to work on this Agreement, and to notify MHBE immediately
of any identification of Contractor or an individual employee as excluded, and of any HHS
action or proposed action to exclude Contractor or any Contractor employee.
16
36. Federal Funds Acknowledgment. There arc programmatic conditions that apply to this
Agreement because this Agreement will be funded in part with federal funds, including
CCIIO Exchange Establishment Grants (Catalog of Federal Domestic Assistance (CFDA)
#93.519) and Medicaid (CFDA #93.778). Any purchase of equipment shall comply with 95
CFR 92.32. Because of the receipt of more than I 00,000 federal grant funds under this
contract, Contractor must submit form SF-LLL "Certification Against Lobbying." 18 USC
1913 and Section 1352 of P.L. 10 1-12 1. By entering into this contract Contractor certifies
that ( 1) it is not delinquent on any federal debt and that it is not presently debarred,
suspended, proposed for disbarment, declared inel igible or voluntarily excluded from
covered transactions by any federal department or agency; (2) it is in compliance with al l
applicable standards, orders, or requirements issued under section 306 of the Clean Air Act
(42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive
Order 11738, and Environmental Protection Agency regulations (40 CFR part 15).
37. Additional Terms. Contractor shall:
A. Perform all services in accordance with professional and industry standards.
B. Assign an adequate number of qualified people, with suitable training, education,
experience and skill , to perform services under this Agreement.
C. Not knowingly insert or activate any disabling code in any system developed under this
Agreement, or used to provide services under this Agreement, without MI-IBE's prior
written approval.
D. Use commercially reasonable efforts to ensure that no viruses, hannful code or similar
items are coded or introduced into any system developed under this Agreement.
38. Administrative. The Procurement Officer for this Agreement is Joshua Sharfstein, Chair of
the MHBE Board of Trustees. The Contract Moni tor for this Agreement is Joshua
Sharfstein. Excl uding claims and disputes, Contractor shall send all notices under this
Agreement to the Contract Monitor, and MHBE shall send all notices to , at the
address in Section 43.
39. Legality; Severability. In the event that any part or portion of this Agreement shall be
deemed by appropriate judicial or regulatory authority to be void, to be voidable,
unenforceable, or contrary to applicable statutory or regulatory authority, or if any provision
shall have been omitted contrary to the requirements of such law, then all other provisions
hereof shall be unaffected thereby and shall remain in full force and effect. IJ1 such an event,
if one party requests the other party, both parties shall endeavor to agree to such substitute
language to the Agreement as shall best evidence their original intent hereunder, if there is no
material harm thereby caused to the other party, and as shall best comply with all applicable
requirements of law.
40. Deliverable Acceptance.
17
A. MHBE shall approve each Deliverable that conforms in all material respects with the
specificat ions therefor set forth in the applicable Task Order or as otherwise agreed by
MHBE and Contractor in writing or in an approved Deliverable ("Specifications").
Within five (5) business days (or such other period agreed upon in the applicable Task
Order) from its receipt of a Deliverable, MHBE shall provide Contractor with (i)
written approval of sucb Deliverable or (ii) a written statement which identifies in
reasonable detail , with references to the applicable Specifications, all of the deficienci es
preventing approval (the "Deficiencies").
B. Contractor shall have fi ve (5) business days (or such other period agreed upon in the
applicable Task Order) from the date it receives the notice of Deficiencies to complete
coJTective actions in order for such Deliverable to conform in all material respects to
the applicable Specifications. MHBE shall complete its review of the corrected
Deliverable and notify Contractor in writing of acceptance or rejection in accordance
with the foregoing provisions of this Section within two (2) business days of receipt.
C. Notwithstanding the foregoing provisions of this Section, approval of a Deliverable
shall be deemed given by MIIBE if MHBE has not delivered to Contractor a notice of
Deficiencies for such Deliverable prior to the expiration of any period for MHBE
review thereof as set forth in this Section, or if MHBE uses the Deliverable in
production.
D. To the extent that any Deliverable has been approved by MHBE at any stage of
Contractor' s performance under a Task Order, Contractor shall be ent itled to rely on
such approval for purposes of all subsequent stages of Contractor's performance under
such Task order. In the event an approved Deliverable differs from the Specifications
for such Deliverable. the Specifications shall be deemed modified to conform witb such
approved Deliverable.
41. Independence. Contractor understands that with respect to MI-IBE's implementation of the
ACA, multiple vendors, including but not limited to QSSI, are involved in supporting
MHBE's implementation. QSSI is a subsidiary of UnitedHealth Group ("UHG"). UHG is an
audit client of Deloitte & Touche LLP, an affiliated entity of Oeloitte Consulting LLP
(collectively "Deloitte") that is subject to the Rules and Regulations of the Securities and
Exchange Commission. As such Deloitte is prohibited from having an impermissible
business relationship with QSSI. Therefore, certain guidelines, as provided during Task
Order # I, must be adhered to in order to ensure that an impermissible business relationship
between QSSI and Oeloitte does not evolve over the delivery of services to the State by QSSI
and Deloitte. In addition, Contractor may tenninate this Contract or performance of any part
of the Services upon written notice to MI-IBE if Contractor determines that the perfonnancc
of any part of the Services would be in conflict with law, or independence or professional
standards.
42. Force Majeure. Neither party shall be liable for any delays or non-performance directly or
indirectly resulting from circumstances or causes beyond its reasonable control, including,
fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence, or
any law, order or requirement of any governmental agency or authority.
18
43. Notices. Whenever under this Agreement or any Task Order notice is required or permitted
to be given, such notice shall be in writing and effecti ve upon receipt. All notices shall be
band delivered, sent by a reputable commercial overnight courier, or mailed by registered or
certified Uni ted States mail, return receipt requested, postage prepaid, and addressed to the
addressee at its address set forth below.
To Contractor:
ToMHBE:

Carolyn Quattrocki
Maryland Health Benefit Exchange
750 East Pratt Street
16th Floor
Baltimore MD 2 1202
A party may change its address for notice by giving prior written notice of the new address in
confom1ity with the foregoing and the date upon which such new address will become
effective.
**********REMAINDER OF PAGE INTENTIONALLY LEFT BLANK***********
19
44. Entire Agr eement. This Agreement, together wit h the pertinent Task Order, constitutes the
entire agreement with respect to the subj ect matter hereof and supersedes all other oral or
written representations, understandings, or agreements relating to the subject matter hereof.
45. Survival. All provisions which are intended by their nature to survive the performance of
the Services shall survive such performance, or the expiration or termination of this
Agreement or the applicable Task Order.
AGREED TO:
DELOITTE CONSULTING LLP
Name:
- ------
MARYLAND HEALTH BENEFIT
EXCHANGE
By: ~ ' > J ~ -
Name: WovttUI4- !lA, S/1/lt?FsT&II/ Ill. b
J
Title: d. f{fj.J rC,
Title: _ 11jrL j Li.
----- Date: r l I .,
r 1
Date: 4/ 2/20 14
-------------
APPROVED FOR FORM AND
LEGAL SUFFICIENCY
Assistan?Attorney General
Date: lj \ 31 \'1
ATTACHMENTS:
Exhibit A (Task Order # 1 ).
Exhibit B (Clarifications to Section 2.6 ofMHBE's March 13,20 14 SOW)
Exhibit C (Secti on 2.6 of March 18 Deloitte Consulting LLP response to the March
13,20 14 SOW)
Exhibit D (Sections 1. 1 and 2.6 of MHBE's March 13. 20 14 SOW)
Exhibit E (Contract Affidavit)
Exhibit F (Conflict of Interest Affidavit)
Exhibit G (Contractor's March 27, 2014 Maryland HBX Proposed Timel ines and
Milestones)
Exhibit H
20
Exhibit I (Anticipated Task Orders 3 & 4)
21
Maryland Health Benefit Exchange and Deloitte Consulting Agreement
Exhibit A
Task Order 1
1. Scope of Services for Work Order 1 - Gap Analysis and Setup
Our approach will address how the solution is implemented in terms of business requirements, people, and
organization climate. To assess the level of effort to migrate the Stale of CT HBX a Fit Gap Analysis will be
conducted. The scope of services for this statement of work covers the following areas:
Business Requirements
Organizational Change Management
Development Infrastructure Setup
The Fit Gap Analysis will take place in three phases. The output will be the finalize requirements
document that will establish the scope and functionality of the solution.
Program and Proj ect Management and Governance Tasks
Fit Gap Analysis activities will be underpinned by robust Project Management processes and controls govern
by Del oitte's EVD for Project Management methodology.
Key Activities
Phase Deloitte State of MD Activity Parameters
PMO
Establishment
Identify PMO staff
Taylor Project Management
processes for MD HBX project
Establish Project Governance
Establish Risk Management Process
Establish Issue Management
Process
Establish Decision Management
Process
Establish Stakeholder Management
Process
Establish Communications
Management Process
Establish Deliverable Management
Process
Establish Change Management
Processes
Establish Quality Management
Process
Configure Project Management
Tools
Setup Document Repository
Define Project Artifact Templates
Define Reporting Requirements
Develop Proj ect Plan
Develop Project WBS structure
Establish meeting schedule
MD HBX Requirements Validation Tasks
Identify Key
Stakeholders for
Steering Committee and
Change Control Board
Integrate State PMO
staff with Del01tte PMO
staff
Assist Deloitte PMO staff
with stakeholder
identification and
categorization
Communicate meeting
schedule to stakeholders
Establish Gate Review
Schedule
Fit Gap Analysis in the business requirements area will focus on existing business functions in the CT HBX
solution. The outcome of this process will provide the requirements document for the MD HBX solution for
Release 1, Release 2 and potential future releases for this project.
2
Key Activities
As - Is
Demonstration
ofCT HBX
Sol ution
Walkthrough
Conduct kick off to educate
stakeholders on Conference Room
Pilot approach to view the application
and complete Gap Analysis with
respect to documented requirements
Identify the topics for conference room
pilot sessions for Phase 1 (PM) and
Phase II (E&E)
Sessions for PM functional module will
be categorized into following sub-
categories to drive requirements
validation:
o Template submission
o Plan and Rate Review
o Plan and Rate Certifications
o Gaps between existing and
2014 SERFF plan and rate
templates (if available at the
time of discussion)
Sessions for E&E functional module
will be categorized into following sub-
categories to drive requirements
validation:
o Self Service for
Individual/household
enrollment to cover Initial
enrollment, special
enrollment and change
reporting processes
The discussion topics for
self-service are further
categorized into MD specific
QHP/APTC/Medicaid/CHIP
Rules, Shopping experience
o Worker Portal covering
topics including Application
Registration, Data
Collection, Change
Reporting and Call Center
Views
o Notices and Document
Management
Develop and publish sessions
schedule (Phase I and Phase II
sessions will be conducted in parallel)
Conduct sessions in conference room
pilot style to walkthrough the CT HBX
application and validate requirements
Participate in the
conference room p1lot
work sessions
Provide insight into MD
specific rules for
QHP/APTC/CHIP/ Medica
id
Provide insight into
current processes and
pain points
Review and Validate
identifi ed gaps and
requirements
Phase 1 (PM functional
module) sessions conducted
over 2-3 weeks; 3 full day
sessions for conducting CT
HBX application walkthrough
and validating requirements
Phase 2 (E&E) sessions
conducted over 6 full day
sessions for conducting CT
HBX application walkthrough
and validating requirements
3
Key Activities
Phase Deloitte State of MD Act ivity Parameters
Requirements
Validation
Fi nalize
Requirements
Update CT HBX requirements in
JAMA ALM toolset
Identify Phase I and II retrofitting
priorities limited to branding, notices.
interfaces, help text and the minimal
rule changes required for Maryland
MAGI and CHIP Medicaid. as required
for the November 2014 Open
Enrollment period
Prioritize any changes to business
processes. workflow, drop-down lists
(except for changes related to
Maryland MAGI and CHIP Medicaid
for Release 3 and subsequent
releases)
Develop final requirements matrix in
JAMA toolset with release priorities
Conduct walkthrough of the final
requirements matrix and release
priorities
Finalize functional and application
retrofitting scope for phase I and II
implementations
Enterprise Content Management (ECM)
Attend walkthrough
session
Review and Validate the
requirements, gaps,
strategies to mitigate
gaps and release
prioritization
Review and finalize the
functional and application
scope for Phase I, II
Key Activities
1 day session to walkthrough
the identified gaps, validated
requirements and release
prioritization for Phase I and
II
Activit y Del oitte State of MD Activity Parameters
As Is Demonstration and
CT HBX Solution
Wal kthrough
Requirements Validation
Finalize Requirements
Demonstrate CT HBX -
ECM solution.
configuration, the user
experience. and
workflow processes.
Work with MHBE Project
technical team to review
CT HBX- ECM solution
for fit in MD HBX.
Finalize the ECM
approach and
requirements for MD
HBX solution.
Participate in the
demonstration session.
Review and validate the
requirements, gaps,
gaps and release
prioritization.
Review final
requirements document.
Conduct one three-hour
session to identify ECM
environment and
technologi es.
Conduct one thee-hour
session to discuss gaps.
4
MMIS and Carrier Interface
Key Activities
Activity Del oitte State of MD Activity Parameters
CT HBX Solution
Walkthrough
Finalize Requirements
Security
Demonstrate the CT
HBX MMIS & Carrier
Interface solution.
Work with MHBX Project
Management and
Technical T earn to
identify current MMIS
interface requirements
Explore options for
Medicaid enrollments
past determination
Finalize the MMIS
interfaces approach and
requirements for MD
HBX solution.
Participate in the
demonstration session
Review and validate the
requirements, gaps,
gaps and release
prioritization.
Provide MMIS interface
specification document
Develop plan to
implement software
/infrastructure change
needed to support the
interface in the MMIS
system.
Review final
requirements document.
Key Activities
Conduct two four-hour
sessions for
walkthrough.
Conduct one four-hour
session for walkthrough.
Activity Deloitte State of MD Activity Parameters
CT HBX Solution
Walkthrough
Requirements
Validation
Finalized Requirements
Provide overview of
CT HIX application
security controls to
MBHX project
management and
technical teams
Review MBHX
security infrastructure,
policies and
procedures
Map existing MB HX
policies and
procedures to
required CMS and
IRS controls
Develop road map for
addressing gaps
between CT HIX
application and MDHX
security infrastructure.
policies and
procedures compared
with CMS and IRS
requirements
Participate in
workshop to provide
overview of existing
MBHX security
controls
Provide current
documentation with
regards to previous
CMS and IRS security
submissions {i.e.,
SSP, SPR. SAR.
BCP, PIA, POAMs)
Provide current
documentation of
state security
infrastructure. policies,
and procedures
relevant to MBHX
organization
Review final
requirements
document.
Conduct one three-
hour session for a
walkthrough of the CT
HIX application
security components
Evaluate gaps in prior
MBHX CMS and IRS
documentation, not
related to the CT HIX
application, compared
to CMS and IRS
requirements
5
Software Requirements
Key Activities
CT HBX Solution
Wal kthrough
Requi rements Validation
Finalized Requirements
Demonstrate and
present the MD HBX
software technologies
and platform.
Work with MHBX Project
Management and
Technical Team to
identify As-Is software
environment and
inventory Identify
software procurement
list
Create Software Bill of
Materials (BOM)
Develop and final ize
software requirements
for MD HBX solution.
Develop plan for
procurement of software
Participate in sessions
MHBE approves
software licensing
terms
Review software
requirements
Organizational Change Management Task Summary
Conduct two two-hour
sessions to understand
software environment
and inventory.
The Deloitte team will compare the Maryl and's current organization and help identify gaps and changes that
may need to be addressed prior to the implementation of the solution for Maryland.
Key Activities
CT HBX Solution
Walkthrough
Start a change impact
(people, process, and
technology) analysis
from current Maryland
HBE solution to CT HBE
solution
Provide knowledge and
insight about the current
state
Record observations and
comments made by
participants
Ask probing follow-up
questions to validate
changes
6
Key Activiti es
Phase Oeloitte State of MD Activity Parameters
Finalized Requi rements
Identify the process
areas that require
redesigning based on
the new solution
Uncover the number of
trainers and end-users
that they will train
Determine what
organizational change
and training activities
previously conducted on
the prior implementation
to determine if we can
leverage any existing
networks. analysis. or
materials etc.
Produce phased OCM
and Training approach
and plan that maps the
application development
and deployment plan
Development Environment Setup Tasks
Share where there are
deficiencies with the
current processes based
on the new technology
Provide the required
information about the
number of trainers and
end-users
Share past OCM I
Training deliverables
and work products to the
Deloitte team for our
analysis
Identify training
resources (people and
facilities)
Evaluate the change
impact analysis and
validate process
redesign findings
Determine appropriate
number of train the
trainer sessions.
duration and timing
Assess the deliverables,
work products, and
networks
During the first 6 weeks of the project , Deloitte team will develop an inventory of MD HBX development
environment needs. The MD HBX development environment will mirror the CT HBX development environment.
The setup activities may include. facility setup, development workstation installation and setup, as well as on
boarding some development staff.
Our non-production environments for the MD HBX are hosted by our Deloitte Solutions Network (SNET) team.
These technical environments for the Maryland HBX project are characterized by the following attributes:
Predominantly virtualized envi ronments that utilize the CT HBX solution as basis for software and
configurations.
Hardware appliances and physical database servers in place to parallel production-like configurations
for testing purposes.
Staging environment that is sized and configured to resemble the production environment. This
includes the use of versions of production data that have been de-identified and cleansed of
personally identifiable information (PII).
Environments divisible into logical environments to support parallel development and release streams.
Secured Internet accessibility to the application as appropriate to the environment to support
integrated testing and remote tester and trainer access.
Our table below provides an overview of each of the environments supporting the Maryland HBX project,
including detai ls about the hosting, accessibil ity and size of the environments. The production sizing numbers
are approximations representing percentages of production for the existing CT HBX production solution. The
baseline production capacity and corresponding percentages will be confirmed and adjusted as part of the MD
HBX capacity planning process.
7
Environment Name Hosting Provider Internet Size as %of Production Data
Accessible Production
Development Deloitte SNET No 25% No
System Testing Deloitte SNET No 25% No
Integrated Testing Deloitte SNET Yes 40% No
User Acceptance Testing Deloitte SNET Yes 70% No
Training Deloitte SNET Yes 25% No
Staging Deloitte SNET No 100% De-identified
Production TBD - Task Order 1 Yes 100% Yes
Note: Production environment hosting is assumed to be the same as CT HBX production environment.
SNET will be staffed by practitioners who are experienced in packages, solutions, software, and hardware that
support the most critical business functions. The table below provides an overview of environment maintenance
activities across IT service domains, focusing primarily on the non-production environment services provided by
our SNET and MD HBX application I technical teams.
IT Service Domain Service Provider Representative Activities
Hardware and Facilities
Backup and Recovery
Network Services
System Administration
Application Technical
Support
Production Envi ronment
Support
Deloitte SNET
Deloitte SNET
Deloitte SNET
Deloitte SNET
Deloitte Application and
Technical Teams
TBD - Task Order 1
Provide hardware infrastructure to support project non-production
requirements
Provision non-production servers, set up OS. SAN and network
Coordinate with hardware vendors to provide preventative and
corrective maintenance for non-production environments
Monitor and maintain non-production servers and SAN
Provide complete Glass A data center facilities for non-production
hosting
Support non-production redundancy and high-availability
Provide backup and recovery strategy to include daily, weekly and
monthly backup policies
Manage backup software and media
Provide secure off-site backup storage
Provide restore facilities, as needed
Provide network implementation support
Conduct performance and network troubleshooting with vendors
as needed
Install and upgrade OS and related software in accordance with
project timelines and approvals
Support environment problem analysis and resolution
Manage SAN and file storage
Conduct performance and security analysis and tuning
Perform application builds
TBD - Task Order 1
8
Duri ng the project initiation phase of the State of Maryland Health Benefits Exchange project, we will modify the
Connecticut HBX Configuration Management Plan for the deviations required by the State of Maryland. The
Plan defines the roles and responsibilities of the personnel responsible for configuration management, the
policies and associated procedures for configuration management, when and how in the system development
lifecycle (SDLC) configuration management will be enforced, tools and technologies used to execute
configuration management tasks, and baseline configuration standards for the Exchange. The plan contains
four major sections:
Planning
Identifying and implementing configurations
Controlling configuration changes
Monitoring configuration changes
The configuration management plan defines the configuration control or change control board (CCB), to review
and approve configuration changes to Exchange software and systems and audit configuration changes to the
Exchange. The plan will cover the following configurations of the system:
Code base management
Environment management
Build management
Deployment management
Network management
Disaster recovery site management and cutover procedures.
The Configuration management plan will include the use of the open source tools for software version control ,
network and server configuration, and security configuration compliance monitoring, as implemented for our
Connecticut HBX solution.
Key Activities
Phase Oeloitte State of MD Activity Parameters
Establish
Project Facility
Procure and
Install
Development
Hardware
Establish Project facility with security
and access at the Deloitte Camp Hill
delivery center.
Establ ish onboarding process and
procedures
N/A
Establish the development PC N/A
hardware infrastructure and necessary
connectivity for PC and server
hardware.
N/A
N/A
9
Key Activities
Prepare Server
Infrast ructure
for MD HBX
Development
activities
Establish the development server
hardware infrastructure at SNET.
Establish security and process
controls to access the development
server infrastructure.
N/A N/A
10
1. Work Order 1- High-level Estimated Timeline
The total duration for this Statement of Work is a maximum of eight weeks. The high level timeline presented
below presents the key activities that will occur over the 8 week period.
AC1ivity w .. kl Weetz Week3 w ... t4 WeekS
Project Initiation
Conference Room Pilot Sessions
Pre-liminary Fit Gap Report
I
Final Report
Next Phase Setup Activities
Figure 5.
Table below presents the important milestones for this task order.
Activities
Week7
April 15, 2014 Gain interim approval from CT to use CT test or training environments for CT
HBX software
Initiate Conference Room Pilot sessions
Secure provisional software licenses for MD HBX lower environments
April30, 2014 Finalize CT software transfer MOU
Issue Task Order 1 -Data Center, Hosting and Disaster Recovery
Establish Sandbox Environment with running version of CT HBX
May 15, 2014 Establish Development Environment
Receive Federal Hub credentials and test initial Hub connectivity
Complete initial draft of gap analysis
Finalize deliverable schedule and payments
Update CT capacity plan to reflect MD HBX capacity needs
Establish Contingency plan
June 1, 2014 Complete Conference Room Pilots and gap analysis for CT transfer items
11
WeekS
2. Work Order 1 - Deliverables
This section presents the deliverables that will be developed as part of the Statement of Work. State of
Maryland and Deloitte will have either primary or secondary responsibility for the tasks identified below
Responsibility definitions
Primary: Responsible for the execution of the task and creation of the resulting deliverable.
Secondary: Provides consultation, review, and approval but is not responsible for the effective execution
of the resulting deliverable.
Only those Deliverables for which Deloitte Consulting is listed as "Primary" are Deliverables for the purposes of
the Deliverable Acceptance provisions of the MSNCSA or this SOW.
Deliverable Name Deliverable description
Client Deloitte
Project Management Provides the timeline for the implementation phases of the Secondary Primary
Plan project
Requirements Document Documents the requirements for the MD HBX solution. Secondary Primary
Documents the capacity plan for Production and Non-Production Secondary Primary
Capacity Plan Environments
Integrated Program Work Documents the overall Integrated Work Plan for the Secondary Primary
Plan implementation phases of the project.
Gap Analysis Documents the gaps between CT HBX and to be MD HBX Secondary Primary
solution
Monthly Status Report Documents tasks completed, deliverables status, key risks and Secondary Primary
mitigation strategies and next four weeks activities
Deliverable schedule and Documents key milestones and payment amounts for PM and Secondary Primary
payments E&E implementation. Payment amounts will be negotiated as
part of Task 2, but are not part of formal deliverable approval
process.
12
Maryland Health Benefit Exchange and Oeloitte Consulting Agreement
3. Fees and Expenses
The project will be Time and Materials based on rate card not to exceed $2,967,081.
13
Maryland Healt h Benefit Exchange and Deloi tte Consulting Agreement
4. Risk, Constraints and Assumptions
The following is a list of assumptions and expectations upon which Deloitte Consulting has relied in agreeing to
perform the Services and upon which it is based (the "Assumptions"). Any deviation from the Assumptions may
affect the fees, expenses, and timelines set forth herei n.
Project Management
Maryland project sponsor will have overall responsibility and authority for driving all project decisions,
reviewing and approvi ng all deliverables, facilitating discussion and communication as needed, and
securing any required by Maryland or third-party resources.
Deloitte Consulting is not responsible for project delays or additional scope that results from other
initiatives Maryland may have in progress.
Client Staff
Maryland will assign a point of contact for Deloitte that has authori ty to make decisions on behalf of
Maryland.
Maryland will collaboratively and actively work with Deloitte in a timely manner in resolving any
policy/program issues that may potentially impact the overall project timeline.
Maryland will provide qualified and knowledgeable members to the project team at the staffing levels
and according to the timeline, with the business and technical skills requi red.
Maryland and/or other vendors are responsible for writing UAT scenarios/cases and executing UAT
cases.
Maryland shall provide timely access to data and make available appropriate resources from Maryland
and its current vendors.
Maryland wil l provide Deloitte with access to documentation and provide an orientation of the existing
processes, controls, and tools utilized by Maryland and its vendors for risk, issue, status reporting,
work plan management, change control, defect management, and release management.
Maryland will provide Deloitte access or copies of the current vendor documents that may be useful.
Timing
The timel ine and cost for transferring a SBM for 11/2014 assumes that Maryland will accept the CT
HIX transfer solution and accept the establi shed SBM design and capabilities with a minimal
customizations.
14
Maryland Health Benefit Exchange and Deloi tte Consult ing Agreement
This option assumes that Maryland can obtain the necessary agreements/approvals from the
transferring State SBM.
The timeline and effort estimates for transferring a SBM include no conversion for existing Maryland
customers and applications.
The timeline for transferring a SBM assumes that Maryland requires the transfer solution be
implemented by 11/15/2014 (for plan year 2015 open enrollment).
The Steering Committee and the Project Management Office (PMO) will make all decisions in a
fashion and manner consistent with Project timel ines and Deliverables.
Data
Deloitte will provide tools and processes to de-identify data for the staging environment on an as
needed basis. The state will be responsible for certifying the data and ensuring that Pll data is not
entered into the environment.
Data may be requi red from thi rd parties or the State to support the implementation of the HBX. As part
of the gap analysis and initial work plan, Deloitte and the state will identify the required data and
timeframes for provision.
Approach
Project will use Deloitte Consulting's EVD method, as defined in this SOW. We will perform a
crosswalk of Deliverabl es to the state's SDLC.
Duri ng the Fit Gap Analysis phase, workshops will be conducted in one location, the primary Project
work location (as described in this SOW).
Solution
This solution assumes that Maryland utilizes the Federal Hub for the following services: (1) SSA
composite, Remote identity proofing; (3) Verify non-ESI MEC; (4) Verify lawful presence; (5) Verify
annual household income and family size; and (6) Advanced payment computation.
Renewal/redetermination functionality is not requi red for the November 2014 release, it will be
avai lable in time for the 2015 release.
Number of reports/notices included in the effort estimate are as follows:
- 36 Reports
- 28 Notices
- 8 Interfaces (assume single enrollment interface format for all carriers)
The solution will not include Master Data Management, Chat, and IVR for November 2014 release.
The state can continue to use the existing IVR solution, but it will integrate to the HBX in November
2014.
15
The transfer SBM includes FileNet as the document management solution. As part of the
assessment, Deloitte will evaluate the possibi li ty of leveraging the state's ONBASE document
management system.
Contact Center operations, processes, and technology are not within scope.
Maryland will provide existing internal controls and security documentation to be leveraged and will
provide an understanding of the as-is internal control environment
Cost
All software licenses are not included in our estimated costs for the project. These prices need to be
calculated and adjusted during project initiation.
Price of space is not included in our estimated costs for the project Deloitte will work with the State to
identify mutually agreeable space including location and cost. .
Maryland is responsible for obtaining the necessary funding to complete the proposed transfer
services.
Change Management
Organizational Change Management activities to external stakeholders (citizens, agents, in-person
assistors, navigators, etc.) will be conducted by Maryland.
Training facilities (rooms, hardware, software, projectors, etc.) to be provided by State for Train the
Trainer (TTI).
The state will perform testing of each location to make sure it is TIT ready. Deloitte will test the
application for training readiness. Maryland is responsible for remediating all non-application issues
(e.g. Network, computer setup, etc.) discovered in support of making the location m ready.
Materials will be provided in the following formats: Captivate 6, MS Word, PowerPoint, Adobe, and
Microsoft Project (wherever applicable).
After 11/15/2014, the state will be responsible for housing and maintaining training materials or they
will be supported as part of the M&O task order.
Training materials will be frozen 2 weeks prior to delivery and any changes to the system after that due
to change in regulations/state requirements/ UAT etc. will be addressed in a Breaking News/Updated
document.
Technology/Infrastructure
Maryland will provide all security and privacy policies, procedures and standards required to meet any
requirements in the ACA System Security Plan Attachment 1 -a SSP Workbook.
Deloitte will work with the Maryland identified stakeholders to identify the data flow and use of Pll
throughout its lifecycle within the Maryland Marketplace. Maryland will provide information and
documentation pertaining to non-electronic handling of Pll to Deloitte as input to the Privacy Impact
Assessment.
16
Deloitte will provide a template for the Federal Final Data Use/Data Exchange/Interconnection Security
Agreement that Maryland can leverage to establish agreements with third parties (as defined by
Maryland), carriers, QHPs, DOl , agents, brokers, IPAs, CACs, etc. Deloitte will provide input into these
agreements from a perspective of the security of Deloitte State-based Marketplace Exchange solution
that Maryland can leverage for future agreements.
Proj ect Tool Licenses
Deloi tte Consulting's PMC is available for use in connection with this SOW. Deloitte Consulting will
host PMC on a United States based server for use by Client's end users ("Client End Users") and third
party end users ("End Users'') for the duration of this SOW. Such use by Client End Users and End
Users will be limited to use in conjunction with this SOW. PMC may not be used by Client for activities
unrelated to this SOW. Access to PMC will be through the Internet via a Web browser. As such, PMC
is available to Project Team members worldwide. There are no license fees to be paid by Client for
the use of PMC for the duration of this SOW. PMC is built using HP Project and Portfolio Management
(PPM) Center, an industry leading PPM tool. Should Client wish to continue to use HP PPM Center
after this SOW, Client would need to acquire and implement HP PPM Center from Hewlett Packard.
Should Client not wish to continue to use HP PPM Center after this SOW, the Project Work Pl an,
issues, risks, change requests, decisions, and action items wil l be downloaded from PMC by Deloitte
Consulting and delivered to Client in Microsoft Excel or Microsoft Project formats. Administrator rights
to PMC will be limited to Deloitte Consulting personnel. Deloitte Consulting will terminate Client End
Users' and End Users' access to PMC following thirty (30) days of inactive use without warning.
17
5. Functions described in this SOW for MD HBX does not
presently apply to CT HBX
Areas of functionality that differ between the requirements described in Section 2.0 and
the actual transfer system will be evaluated by the State and the Vendor, cooperatively,
to determine priority of inclusion in or deferral from the November 2014 Open Enrollment
period scope.
Within Section A subsection 2.0 we have described the mapping of the Connecticut functionality with the
functionality requested within this RFP. We have evaluated and mapped this functionality withi n the requested
transfer solution, identified the gaps and plan to review these gaps in more detail within the gap analysis phase
of this project.
Additional requirements may be identified as part of the gap analysis. In most cases, these items will be
documented as parking lot items for a future release. While the approach is to stay as close to the CT transfer
system as possible, at the request of the state, Deloitte will review critical modifications to determine if they can
be included in November 2014 release.
18
6. Signatures
IN WITNESS WHEREOF, intending to be legally bound hereby, the Parties have caused thi s SOW to be
executed by their duly authorized representatives as of the SOW Effective Date.
Accepted and agreed to by:
Deloitte Consulting LLP Maryland Health Benefit Exchange
By: - - 1 - - 4 - - ~ l
Print: _ Patrick J Howard Print: . j 1-f If;< FS f t:: 1 llt .j) .
Title: __ Principal __ Title: Cd-1& I /2._
Date: _ 4/2/2014. __ _
Date: +/+Pi
19

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