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 ("M HBE").

In consideration of the promises contained here in, 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 sha ll be incorporated herein. Each Task Order shall specifically reference this Agreement and shall specify the details of the particu lar 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) Exhibit C (Secti on 2.6 of March 18 Deloitte Consulting LLP response to the March 13,2014 SOW) Exhibit D (Sections 1.1 and 2.6 ofMHBE's March 13,2014 SOW) Exhibit E (Contract Affidavit) Exhibit F (Conflict oflnterest Affidavit) Ex hibit 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 sha ll 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 151

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 schedu le 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 writing 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 period, purchase order number, contract/control number, an invoice number and date, a description of the services provided, total cun·cnt charges, total billed

2

to date, remittance address, phone number for billing inquiries, authorized 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 with in 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 P roperty 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 applicable 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 rights required by 42 CFR 433.112, 45 CFR 95.6 17, 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 Delive rablcs and other intangible property Deli verable that is created or developed by Contractor under tl1is Agreement. To the extent applicable, the federa l government shall have the rights set forth in 42 C FR 433.112, 45 C FR 95.6 17, 45 CFR 74.36 and 45 C FR 92.34, inc luding a roya lty-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 with the S tate in effectuati ng and registering any necessary assignments. The rights granted to MHBE in this Section 5(B) arc all subject to Contractor's rights 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, materials, information and other inte llectual 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 mod ifications or enhancements thereto and derivative 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

3

any Contractor Technology included in the Dclivcrables 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 T hi rd Parties.

A. Unless otherwise set forth in an Exhibit or agreed upon by MHBE, if Contractor fu rnishes to MHBE for its use any design, device, material, process, or other item, wh ich 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 a ll 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 a lleging 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 with the performance of this Agreement. or any parts, thereof, (ii) MHBE's use of items furnished by Contractor in a manner inconsistent with 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 c la ims 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 attom ey fees that a cowt finally awards, provided MHBE (a) promptly notifies Conh·actor 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

4

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 Deliverables 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 ex pense, have the right to: (a) procure for MHBE the right to continue using the app licable 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 mod ify 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 w ith respect to the Servi ces giving rise to such De liverable. 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, relating to a claim that any of Contractor's Deliverables infringes any patent, copyright or other intellectual property right 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 with in Contractor's computer systems) sha ll 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 sha ll, 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 Agreemen t, provided that the data may be collected, used, disclosed, stored and disseminated on ly as provided by and consistent with the law. The provisions of this section sha ll not apply to information that (a) is lawful ly in the pub lic 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 lega lly perm itted 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 sha ll not pub licly 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 M HB E. Any violation of the data disclosure and confidential ity ob ligations hereunder may result in contract termination.

8. Warra nties.

A. Contractor represents and warrants that a ll software developed specifically for MH BE by Contractor or its subcontractors hereunder and all modifications to previously-

5

developed software made specifically for MHBE by Contractor or its subcontractors hereunder (the "warranted software") shall operate free of Deficiencies that cou ld 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 fo rth 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-IB E, 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 wh ich 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 cond itions 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.

6

Contractor bears no responsibility of any kind for such hardware or software and MHBE sha ll 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 bodily 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 c laim; 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 re lated 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 resu lt 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 Cla im or suit would have a material 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 re lati ng to or ari sing under this Agreement or any Task Order ("Claims") fo r 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 ex tent resulting from recklessness, bad faith or intentional misconduct of the Contractor or any of its subcontractors. ln no event shall Contractor be liable to MH BE 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, 20 14, Contractor shall submit to MHBE a performance bond in the amount of . The performance bond shall be issued by a surety

7

company licensed to do business in Maryland and shall be in a fonn approved by the Procurement Officer. The perfo rmance bond sha ll be mainta ined throughout the tenn of this Contract, including renewal option periods, if exercised. Evidence of renewal of the perfonnance bond shall be provided to MHB E. 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 fina l 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 fails to do so, MHBE may assess liquidated damages, which shall not be considered a penalty, as set f011h below:

A. For failure to provide timely 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 liqu idated 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 liqu idated 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 fa ilure 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 notification. If the failure is not reso lved 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 retroactive ly to the Key Plan Date.

12. Insurance.

8

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 Persona l 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 bod ily 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 T housand 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 sha ll 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 polic ies 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 can·ier 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.

9

G. Contractor shall requ ire that all subcontractors obtain and maintain simi lar levels of insurance taking in to 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 offic ial or empl oyee of the State of Maryland, as de fined 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 wh ile 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 omission or negligence of the Contractor or a ny 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 te rms, or other rei ief, arising under or re lating 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 c lause.

B. Any good-faith claim arising under the terms of this Agreement that is not resolved by the respective parties within a reasonable period 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 fo llowing r eceipt of notice Contractor

MHBE Representative of a dispute, 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.

10

D. For c laims 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 C ircuit 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 rights allowed by contract or at law.

16. Forum and C hoice 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 re lated to performance under this Agreement or to the enforcement of this Agreement sha ll be in the Circuit Court for Baltimore City.

17. Nondiscrimina tion in Employment. Contractor agrees: (a) not to discriminate in any manner against an employee or applicant fo r 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 commercia l supp lies 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 so licit 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, MHB E 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 Defau lt.

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 right to cure any alleged breach of its obligations under the Agreement within twenty (20) days a fter 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"), sha ll perform continuously for the duration of their assignment under the applicab le 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 requ irements. 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 requ ired. 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 fo r 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 appropriated or otherwise made available; provided, however, that this will not affect either MHBE's rights or Contractor's rights 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 sha ll 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, e ither lift the suspension or term inate 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. Financia l 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 Con tribution Disclosure. Contractor shall comply with Md. Code Am1., Election Law §§ 14-10 I through 14-108, wh ich 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 C lause. 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 federa l 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 incun·ed by State personnel or representatives for on-site inspection will be borne by MHBE.

28. Rights to Delivcrables. 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 ava ilable to Ml-IBE. MHBE shall have the right to use the same without restriction and without 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 app licab le 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, a ll 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 right 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 reso lve 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 withhe ld 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 aga inst 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 G rants (Cata log of Federal Domestic Assistance (CFDA) #93 .519) and Medicaid (CFDA #93.778). Any purchase of equ ipment shall comply with 95 CFR § 92.32. Because of the rece ipt 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 de linquent 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 C lean 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. Additiona l 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 disab ling 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 Monitor for this Agreement is Joshua Sharfste in. Excluding cla ims and d isputes, 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 fo rce 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 applicab le 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 deficiencies preventing approval (the "Deficiencies").

B. Contractor shall have five (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 re lationship 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. E ntire Agreement. This Agreement, together with the pertinent Task Order, constitutes the entire agreement with respect to the subject 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 ). Exhib it B (Clarifications to Section 2.6 ofMHBE's March 13,20 14 SOW) Ex hibit 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) Ex hibit G (Contractor's March 27, 20 14 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 Project Management and Governance Tasks

Fit Gap Analysis activities will be underpinned by robust Project Management processes and controls govern by Deloitte's EVD for Project Management methodology.

Maryland Health Benefit Exchange and Deloitte Consu lting Agreement

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 Project 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 Solution 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 subcategories 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 subcategories 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

Finalize 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 requ ired 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

Activity Deloitte State of MD Activity Parameters

As Is Demonstration and CT HBX Solution Walkthrough



• 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, strategies to mitigate gaps and release prioritization.

• Review final requirements document.

• Conduct one three-hour session to identify ECM environment and technologies.

• Conduct one thee-hour session to discuss gaps.

4


MMIS and Carrier Interface

Key Activities





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, strategies to mitigate 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.




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 threehour 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





• 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 Maryland'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


As Is Dem onstration and CT HBX Solution Walkthrough

• Start a change impact (people, process, and technology) analysis from current Maryland HBE solution to CT HBE solu tion

• 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 Activities

Phase Oeloitte State of MD Activity Parameters



• 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 environments 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 details 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 Environment 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, se t 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


During 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 Infrastructure 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

M aryland Healt h Benefit Exchange and Deloitte 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 herein.

Project Management

• Maryland project sponsor will have overall responsibility and authority for driving all project decisions,

reviewing and approving 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 authority 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 required.

• 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 timeline and cost for transferring a SBM for 11/2014 assumes that Maryland will accept the CT

HIX transfer solution and accept the established SBM design and capabilities with a minimal

customizations.

14

Maryland Hea lth Benefit Exchange and Deloitte 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 timelines 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 required from third 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 Deliverables to the state's SDLC.

• During 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 required for the November 2014 release, it will be

available 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.

Project Tool Licenses

• Deloitte 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 Plan, 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 within 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 this 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