7978 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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7978RFP
Yes
ASO for Medical Prescription Coverage
Gabby Leeper
NOVEMBER 15, 2022
NOVEMBER 15, 2027
22-2288
Contract # 7978
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND UNITED HEALTHCARE SERVICES, INC
(CONTRACT 7978)
THIS CONTRACT is made and entered into this date January 1, 2023, (the “Effective
Date”) by and between __United Healthcare Services, Inc_ a Minnesota corporation, whose
address is _9900 Bren Road East Minnetonka, MN 55343_____hereinafter referred to as
"Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation,
hereinafter referred to as "City," to be effective upon approval of the Denton City Council and
subsequent execution of this Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document
RFP 7978 - ASO for Medical and Prescription Coverage , a copy of which is on file at the office
of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written
agreement and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton Standard Terms and Conditions (Exhibit “B”);
(c) Insurance Requirements and Workers’ Compensation Requirements (Exhibit “C”)
(d) Supplier Terms and Conditions (Exhibit "D");
(e) Form CIQ – Conflict of Interest Questionnaire (Exhibit "E");
(f) City of Denton’s RFP 7978 (Exhibit “F” on File at the Office of the Purchasing
Agent) including United’s response;
These documents make up the Contract and what is called for by one shall be as binding
as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the
Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to
the base agreement then to the exhibits in the order in which they are listed above. These
documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
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Contract # 7978
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the agreement. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that Contractor,
pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become
ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign
terrorist organization. Failure to meet or maintain the requirements under this provision will be considered
a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
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Contract # 7978
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name: ______________________
Title: _____________________________
__________________________________
PHONE NUMBER
__________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _______________________________
SARA HENSLEY, CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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Jennifer Dumas
jennifer_dumas@uhc.com
763-957-6766
2022-947632
Regional Contract Manager
Sarah Kuechler
Human Resources
Director of Human Resources
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Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $4,300,000. Pricing shall be per Attachment D,
Attachment D-5 – Fees.
2. Intentionally Deleted
3. Contract Terms
This contract shall be effective for three (3) years from the Effective Date (“Initial Term”). City
and the Supplier shall have the option to renew this contract for an additional two (2) one-year
periods. Each service period under this contract will begin January 1 and end December 31.
The contract shall commence on the effective date and shall automatically renew each year, from
the effective date. At the sole option of the City of Denton, the contract may be further extended
as needed, not to exceed a total of six (6) months.
4. Price Escalation and De-escalation
Contractor may change the fees on the latter of the expiration of:
• A Renewal Term, or
• Any applicable multi-year fee term as set forth in Attachment D-5 - Fees.
Contractor will provide City with 30 days prior written notice of the revised Fees for each Renewal
Term, and such Fees will be effective the first day of such Renewal Term. Contractor will provide
City with a new Attachment D-5 – Fees that will replace the existing Attachment D-5 – Fees.
Contractor may also change the Fees:
• any time there are changes made to this Agreement or the Plan which affect the Fees,
• any time there are changes in Law which affect the Services Contractor is providing,
or will be required to provide, under this Agreement,
• if the number of Employees covered by the Plan or any Plan option changes (i) by
10% or more, or (ii) the enrollment band, or
• (4) if the total number of enrolled Participants divided by the total number of enrolled
Employees (“Average Contract Size”), varies by 10% or more from the assumed
average contract size.
Any new Fee will be effective as of the date the change is applicable, even if that date is retroactive.
If City does not agree to any change in Fees, City may terminate this Agreement after City receives
written notice of the new Fees. City must still pay any amounts due for the periods during which
the Agreement is in effect.
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Exhibit B
City of Denton Standard Purchase Terms and Conditions
These standard Terms and Conditions are applicable to contracts/purchase orders issued by the
City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after
referred to as Contractor or Supplier. Any deviations must be in writing and signed by a
representative of the City’s Procurement Department and the Supplier. No Terms and Conditions
contained in the seller’s proposal response, invoice or statement shall serve to modify the terms
set forth herein. If there is a conflict between the provisions on the face of the contract/purchase
order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
services/deliverables described in this Contract and the Solicitation in the Contractor’s Offer in
strict accordance with the terms, covenants, and conditions of the Contract and all applicable
Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. This Contract shall be effective as of the date services begin,
and shall continue in effect until the is terminated pursuant to the terms herein.
3. INTENTIONALLY DELETED
4. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or
drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
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Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
5. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, shall comply with all applicable federal, state, and local health,
safety, and environmental laws, ordinances, rules and regulations in the performance of the
services, including but not limited to those promulgated by the City and by the Occupational Safety
and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall
govern. The Contractor shall indemnify and hold the City harmless from and against all claims,
demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the
breach of the Contractor’s obligations under this paragraph.
Environmental Protection: Supplier shall comply with all applicable standards, orders, or
regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the
Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
6. INVOICES:
A. The Contractor shall submit an on-line invoice in advance of the first of each month. The due
date for payment of the invoiced amounts is on the first day of the next calendar month (“Due
Date”). Invoices are generated using monthly enrollment provided by Customer. If City has elected
to self-bill, monthly enrollment shall be measured based off the sold proration method for the
month to which the fee applies (e.g., 1st day of the month, mid-month).
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice. Federal excise taxes,
State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
7. PAYMENT:
Fee Disputes. If City disputes any Fee due Contractor, City will promptly notify Contractor. City
agrees to meet with Contractor in good faith to resolve any Fee discrepancies. No interest will be
assessed to the extent Contractor’s bill was incorrect. City will pay the undisputed part of the Fee
by the applicable Due Date.
Late Payment. If amounts owed are not paid within 30 days after their Due Date (“Grace
Period”), City will pay Contractor interest on these amounts at the interest rate set forth in
Attachment D-5 – Fees (“Interest Rate”). City shall reimburse Contractor for any costs that
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Contractor incurs to collect these amounts. The Grace Period is based on Contractor’s assessment
of Customer’s financial condition. If Contractor reasonably determines that Customer’s financial
condition has deteriorated, or City fails to comply with the funding and financial obligations
specified in this Agreement, Contractor may: (a) remove the Grace Period upon notice to
Customer, and (b) either charge interest on payments not received after the Due Date or terminate
the Agreement if payments are not received by the Due Date.
A. If payment is not timely made, (per the above); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
B. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds.
C. The awarding or continuation of this contract is dependent upon the availability of funding.
The City’s payment obligations are payable only and solely from funds Appropriated and available
for this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available. The City shall provide
the Contractor written notice of the failure of the City to make an adequate Appropriation for any
fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an
amount insufficient to permit the City to pay its obligations under the Contract. In the event of
none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to
the City.
14. INTENTIONALLY DELETED
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
16. INTENTIONALLY DELETED
17. RIGHT TO AUDIT:
A. On each calendar year during the term of the Contract or any applicable runout period, the City,
or a mutually agreeable entity on Customer’s behalf, shall have the right to conduct a medical
claims audit for the purposes of determining if Contractor is administering its claims transactional
Services in accordance with Plan provisions. Prior to the commencement of this audit, a signed,
mutually agreeable confidentiality agreement with Contractor is required.. The Contractor shall
retain such books, records, documents and other evidence pertaining to the Contract for period of
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time as required by law. Further, the Contractor shall also require all Subcontractors, material
suppliers, and other payees to retain all books, records, documents and other evidence pertaining
to the Contract, and to allow the City similar access to those documents. All books and records
will be made available within a 50 mile radius of the City. The cost of the audit will be borne by
the City.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in
accordance with the provisions, specifications and terms of the Contract;
ii. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
B. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
19. INTENTIONALLY DELETED
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. INTENTIONALLY DELETED
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be performed in a good and workmanlike manner in
accordance with generally accepted industry standards and practices, the terms, conditions, and
covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations.
23. INTENTIONALL DELETED
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24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may terminate this Contract with thirty (30) days
written notice..
25. INTENTIONALLY DELETED
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective thirty (30) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate as outlined in Section 15, Indemnification.
Additionally, in the event of a default by the Contractor, the City may remove the Contractor from
the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be
disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are
not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: Either party shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice following the Initial Term.
This Contract may also terminate under the following circumstances:
(1) The Plan terminates,
(2) Both Parties agree in writing to terminate this Agreement,
(4) Contractor gives City notice of termination because City did not pay the fees or other
amounts City owed Contractor when due under the terms of this Agreement,
(5) Contractor gives City notice of termination because City failed to provide the required
funds for payment of benefits under the terms of this Agreement,
(6) Either Party is in material breach of this Agreement, other than by non-payment or late
payment of fees owed by City or the funding of Plan benefits, and does not correct the
breach within 30 days after being notified in writing by the other Party,
(7) Contractor gives City notice of termination in the event of a filing by or against the City of
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a petition for relief under the Federal Bankruptcy Code, or
(8) As otherwise specified in this Agreement.
Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such runout exceptions.. The City shall pay the Contractor, to the
extent of funds Appropriated or otherwise legally available for such purposes, for all services
performed and obligations incurred prior to the date of termination in accordance with the terms
hereof.
29. FRAUD: Fraudulent statements by the Contractor in any report required to be submitted by
the Contractor to the City shall be grounds for the termination of the Contract for cause by the City
and may result in legal action.
30. INTENTIONALLY DELETED
31. INDEMNITY:
Indemnification of Contractor. To the extent allowed by Texas law, City shall indemnify
Contractor for any and all claims, losses, liabilities, penalties, fines, costs, damages, judgments,
and expenses Contractor incurs, including reasonable attorneys' fees and costs, to the extent arising
out of one of more of the following: (i) Customer’s breach of this Agreement; and (ii) Customer’s
design and operation of the Plan and claims brought against Contractor as the claims administrator.
The provisions of this paragraph do not constitute a waiver of any applicable local, State and
federal rules and laws, including Sovereign Immunity, Chapter 101 of the Texas Civil Practice and
Remedies Code, and Article XI, Section 7 of the Texas Constitution.
Indemnification of Customer. Contractor shall indemnify City for any and all claims, losses,
liabilities, penalties, fines, costs, damages, judgments, and expenses City incurs, including
reasonable attorneys' fees and costs, to the extent arising out of one or both of the following: (i)
Contractor’s breach of this Agreement; and (ii) a breach by a third party of any agreements
Contractor enters into with third parties to perform Services under this Agreement.
City remains responsible for payment of all benefits and Contractor does not indemnify City or
the Plan for any claims, losses, liabilities, penalties, fines, costs, damages, judgments, or expenses
that constitute payment of Plan benefits or other Plan expenses and fees.
32. INSURANCE: Contractor shall procure and maintain insurance of the types and in the minimum
amounts acceptable to the City
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated in
Exhibit C – Insurance Requirements and Workers’ Compensation Requirements, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. The Contractor
must also forward a Certificate of Insurance to the City upon request.
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iii. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
iii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
iv. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. INTENTIONALLY DELETED
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. INTENTIONALLY DELETED
37. CONFIDENTIALITY:
Definition:
Confidential Information: Information disclosed or made available by a Party in connection
with this Agreement, including without limitation the following, regardless of form or the manner
in which it is furnished: (a) pricing, discounts, reimbursement terms, payment methodologies and
payment processes, compensation arrangements, and any similar commercial information, (b)
data, information, statistics, trade secrets, and any information about business, costs, operations,
techniques, know-how, or intellectual property. (c) inventions, employee information, trade secrets,
confidential know-how, confidential business information, and other information which the City or its licensors
consider confidential. Any material that is derived from or developed from Confidential Information
will be deemed Confidential Information for purposes of this Agreement, regardless of the person
creating, disclosing, or making available such material. Any Confidential Information included in
preparations, proposals, scope documents, discussions, findings, summaries, reports, and
conclusions remain Confidential Information.
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Confidential Information does not include: (a) information that is or becomes generally available
to the public other than as a result of a disclosure by a receiving Party in violation of this Agreement
or other agreement between the Parties, (b) information either obtained from a third party or
already in a receiving Party’s possession before receipt from the other Party, if the receiving Party
can demonstrate such information was lawfully obtained and not subject to another obligation of
confidentiality, and (c) information independently developed without reference to Confidential
Information, if the receiving Party can demonstrate such independence through contemporaneous
written records.
Use of Confidential Information. Neither Party will disclose the other's Confidential Information
to any person or entity other than to the receiving Party's employees and Business Associates
needing access to such information to administer the Plan, to perform under this Agreement, or as
otherwise permitted under this Agreement.
Notwithstanding the foregoing, (i) Contractor may disclose City Confidential Information to its
affiliates and subcontractors as needed for those entities to provide Services under this Agreement,
(ii) City will not be prohibited from providing provider-specific cost or quality of care information
or data, through a consumer engagement tool or any other means, to referring providers, the Plan
Sponsor, Participants, or individuals eligible to become Participants of the Plan, to the extent
required by Law, (iii) City may only use Contractor’s Confidential Information for Plan
administration purposes, and (iv) before Contractor’s Confidential Information can be disclosed,
Contractor may require a mutually agreed upon confidentiality agreement consistent with Law.
Neither party may sell, license, or grant any other rights to the other Party’s Confidential
Information.
If a Party is requested or required to disclose Confidential Information by subpoena, legal process,
or Law, including public records acts, such Party shall (to the extent permitted by Law) provide
the other Party with immediate written notice of that request or requirement. Such Party shall
reasonably cooperate in any efforts by the other Party to seek an appropriate protective order or
other remedy or otherwise challenge or narrow the scope of that disclosure request or requirement.
If a protective order or other remedy is not obtained, such Party shall furnish only that portion of
the Confidential Information that is legally required.
If City requests that Contractor provide information about the Plan that is in Contractor’s
possession after the Agreement terminates and any applicable run out period has expired, then
Contractor may, in its discretion, provide such information subject to a fee.
Each party acknowledges and agrees that the Confidential Information is the valuable property of
each party and/or its licensors and any unauthorized use, disclosure, dissemination, or other release
of the Confidential Information will substantially injure the other party and/or its licensors. The
parties (including its employees, subcontractors, agents, or representatives) agree that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate,
copy, divulge, recreate, or otherwise use the Confidential Information of the other party without
the prior written consent of the other party, unless otherwise authorized herein, unless the
Confidential Information is required to be disclosed by law or an order of any court or other
governmental authority with proper jurisdiction, provided the disclosing party promptly notifies
the other party before disclosing such information so as to permit the other party reasonable time
to seek an appropriate protective order. Each party agrees to use protective measures no less
stringent than that party Contractor uses within its own business to protect its own most valuable
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information, which protective measures shall under all circumstances be at least reasonable
measures to ensure the continued confidentiality of the Confidential Information.
38. INTENTIONALLY DELETED
39. INTENTIONALLY DELETED
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
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control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this Contract. The
Contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. Notwithstanding the foregoing, Contractor may assign this Agreement to Contractor’s
affiliates, or a purchaser of all or substantially all of Contractor’s assets, and Contractor will
provide notice to City of the assignment.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. An authorized
representative of Contractor must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. THIRD PARTY BENEFICIARIES. The Contract is not intended to confer rights or benefits
on any person, firm or entity not a party hereto; it being the intention of the parties that there are
no third party beneficiaries to the Contract.
47. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
48. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
49. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
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reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
50. DISPUTE RESOLUTION:
In the event of any dispute, claim, or controversy of any kind or nature between the Parties arising
out of this Agreement or the Services (“Dispute”), a Party may provide written notification of the
Dispute to the other Party. After such notice, a representative from each Party shall meet in person
or telephonically and make a good faith effort to resolve the Dispute. If the Dispute is not resolved
within 30 days after the Parties first meet to discuss it, and either Party wishes to pursue the Dispute
further, that Party will refer the Dispute to arbitration.
Any Dispute that has not been resolved pursuant to the above may be submitted to arbitration.
Either Party may initiate arbitration by filing a claim with the American Arbitration Association
(“AAA”) in accordance with the then-current Commercial Arbitration Rules of the AAA
(“Arbitration Rules”). The arbitration will be conducted in accordance with the Arbitration
Rules. In no event may the arbitration be initiated more than one year after the date a Party first
gave written notification of the Dispute to the other Party. The Parties will treat the Dispute, the
existence of the arbitration, and the outcome of the arbitration as confidential. Each Party hereby
waives any right to a class action arbitration.
Any arbitration proceeding will be conducted at a mutually agreeable location. Any arbitrator may
construe or interpret but must not vary or ignore the terms of this Agreement and will be bound by
controlling law. No arbitrator has the authority to award punitive, exemplary, indirect, or special
damages.
Nothing in this Section 50 will be interpreted to limit, waive, or nullify any other rights under this
Agreement.
51. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
52. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
53. HOLIDAYS: The following holidays are observed by the City:
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New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
54. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
55. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City is prohibited from contracting with or making prime or sub-awards to parties that are
suspended or debarred or whose principals are suspended or debarred from Federal, State, or City
Contracts. By accepting a Contract with the City, the Contractor certifies, to its reasonable
knowledge and belief , that its firm and its principals are not currently suspended or debarred from
doing business with the Federal Government, as indicated by the General Services Administration
List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of
Texas, or the City of Denton.
56. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
57. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable.
A. Definitions. As used in this paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end
product.
ii. "Cost of components" means –
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(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
58.INTENTIONALLY DELETED
59.INTENTIONALL DELETED
60. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
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61. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Contractor
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Contractor shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
62. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall comply with the
Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of
1978, dealing with issuance of Form W-2's to common law employees. Contractor is responsible
for both federal and State unemployment insurance coverage and standard Workers’
Compensation insurance coverage. Contractor shall ensure compliance with all federal and State
tax laws and withholding requirements. The City of Denton shall not be liable to Contractor or its
employees for any Unemployment or Workers' Compensation coverage, or federal or State
withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs,
penalties, or losses resulting from Contractor's omission or breach of this Section.
63. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
64. INTENTIONALLY DELETED
65. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Contractor will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Contractor continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Contractor shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
66. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
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a waiver of any continuing or succeeding breach.
67. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
68. RECORDS RETENTION: The Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Contractor shall retain all such records for a period requested by law.. The
Contractor shall grant access to all books, records and documents pertinent to the Contract to the
CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review
records due to federal funds being spent under the Contract.
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Exhibit C
Insurance Requirements and
Workers’ Compensation Requirements
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until this Contract terminates, the minimum insurance coverage
as indicated hereinafter.
Contractor shall provide certificates of insurance including any applicable addendum or
endorsements, containing the contract number and title of the project. Contractor may, upon
written request to the Purchasing Department, ask for clarification of any insurance
requirements at any time; however, Contractor shall not commence any work or deliver any
material until he or she receives notification that the contract has been accepted, approved,
and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A- VII.
• Commercial General Liability and Automobile Liability policies shall be endorsed to
provide the following:
▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
▪ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies described
on the certificate be cancelled or materially changed before the expiration date.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and, without
lapse, for a period of three years beyond the contract expiration, such that occurrences
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arising during the contract term which give rise to claims made after expiration of the
contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes a
general annual aggregate limit providing for claims investigation or legal defense costs to
be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement effective
on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X] A. Cyber Insurance
Cyber coverage provides protection for business liability for a data breach, cyber
extortion, business interruption due to malicious cyber-attacks or malware
infections. A Cyber policy will be required any time a system interfaces with the
City of Denton’s servers or houses sensitive information such as customer or
employee data. When Cyber coverage is required commercial crime is also
required. Limits of not less than $10,000,000 are required unless other limits are
individually approved by the City.
[ ] General Liability Insurance
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
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and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[ ] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination
of basic and umbrella or excess policies. The policy will include bodily injury and property
damage liability arising out of the operation, maintenance and use of all automobiles and
mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non-owned autos.
[ ] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment C-1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’
Compensation Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
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[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT C-1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate
of authority to self-insure issued by the commission, or a coverage agreement (TWCC-
81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation
insurance coverage for the person's or entity's employees providing services on a
project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has undertaken
to perform on the project, regardless of whether that person contracted directly with
the contractor and regardless of whether that person has employees. This includes,
without limitation, independent contractors, subcontractors, leasing companies, motor
carriers, owner-operators, employees of any such entity, or employees of any entity
which furnishes persons to provide services on the project. "Services" include, without
limitation, providing, hauling, or delivering equipment or materials, or providing
labor, transportation, or other service related to a project. "Services" does not include
activities unrelated to the project, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the coverage
period, file a new certificate of coverage with the governmental entity showing that
coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the project, so
the governmental entity will have on file certificates of coverage showing
coverage for all persons providing services on the project; and
2. no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
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any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2. provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3. provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4. obtain from each other person with whom it contracts, and provide to the contractor:
a. a certificate of coverage, prior to the other person beginning work on the project;
and
b. a new certificate of coverage showing extension of coverage, prior to the end of
the coverage period, if the coverage period shown on the current certificate of
coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the project and
for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on the
project; and
7. Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the person
for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing false
or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
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Exhibit D
Supplier Terms and Conditions
Section 1 Definitions
The following terms have the meanings set forth below. The words may be singular or plural.
Bank Account: Bank Account maintained for the payment of Plan benefits, expenses, fees, and
other Customer financial obligations.
Employee: A current or former employee of Customer or its affiliated employer.
ERISA: Employee Retirement Income Security Act of 1974, as amended from time to time.
Fee: Any fee or other compensation Customer pays to United for Services provided under this
Agreement.
Law: Any applicable federal, state or local statute, law, rule, regulation, code, or ordinance of a
governmental entity that regulates a Party’s activities or operations.
Medical Benefit Drug Rebate: Any discount, price concession, or other direct or indirect
remuneration United receives from a drug manufacturer under a rebate agreement that is
contingent upon and related directly to Participant use of a prescription drug under the Plan's
medical benefit during the Term. Medical Benefit Drug Rebate does not include any discount,
price concession, administration fees, or other direct or indirect remuneration United receives from
a drug manufacturer for direct purchase of a prescription drug.
Network: The group of Network Providers United makes available to the Plan who have entered
into or are governed by contractual arrangements under which they agree to provide health care
services to Participants and accept negotiated fees for these services.
Network Provider: Physician, medical professional, or facility which participates in a Network.
A provider is only a Network Provider if they are participating in a Network at the time services
are rendered to the Plan Participant.
Overpayments: Payments that exceed the amount payable under the Plan. This term does not
include overpayments caused by untimely or inaccurate eligibility information.
Participant: Employee or dependent of Employee who is covered by the Plan.
Plan: The plan to which this Agreement applies, but only with respect to those provisions of the
plan relating to the self-funded health benefits for which United is providing Services, as described
in the Summary Plan Description.
Plan Administrator: The current or succeeding person, committee, partnership, or other entity
designated the Plan Administrator, as defined by ERISA or other applicable Law, who is generally
responsible for the Plan’s operation.
Summary Plan Description or SPD: The document(s) Customer provides to Plan Participants
describing the terms and conditions of coverage offered under the Plan.
Systems: The systems United owns and makes available to Customer to facilitate the transfer of
information in connection with this Agreement.
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Tax or Taxes: A charge imposed, assessed, or levied by any federal, state, local, or other
governmental entity.
Section 2 Attachments
Each Attachment attached hereto, whether on the Effective Date or after, is hereby incorporated
into this Agreement. The Terms and Conditions of this Agreement apply to all Attachments
attached hereto except to the extent specifically noted otherwise.
Section 3 Fees
Section 3.1 Payment of Fees. Customer shall pay United all Fees set forth in each active
Attachment hereto.
Section 3.2 Additional Services and Fees. Customer may request that United provide Services
in addition to those set forth in this Agreement and if United agrees to provide such Services, an
additional Fee may be charged.
Section 3.3 Reasonableness of Fees. Customer hereby acknowledges that the Fees paid for
Services provided under this Agreement are reasonable.
Section 4 United Service Responsibilities
United shall provide Services to Customer set forth in each active exhibit attached hereto including
but not limited to the Parties' obligations with respect to privacy of information under this
Agreement set forth in Attachment D-3 - Business Associate Agreement and United’s obligations
with respect to security of information under this Agreement set forth in Attachment D-4 -
Security.
Section 5 Customer Responsibilities
Section 5.1 Responsibility for the Plan. United is not the Plan Administrator of the Plan. Any
references in this Agreement to United “administering the Plan” are descriptive only and do not
confer upon United any responsibilities or duties beyond the claim administration duties set forth
herein. Customer is responsible for the Plan, including its benefit design, the legal sufficiency and
distribution of Plan documents, and compliance with any laws that apply to Customer or the Plan,
whether Customer is the Plan Administrator or Customer designates another party as the Plan
Administrator. The Customer agrees that the Plan has the authority to pay from Plan assets all
fees due under this Agreement.
Section 5.2 Plan Consistent with this Agreement. Customer agrees that Plan documents,
including the Summary Plan Description and/or the summary of Plan benefits and exclusions are
consistent with this Agreement. Before distributing any communications describing Plan benefits
or provisions to Participants or third parties, Customer shall provide United with such
communications which refer to United or its Services. Customer shall amend them if United
reasonably determines that references to United are not accurate, or any Plan provision is not
consistent with this Agreement or the Services United is providing.
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Section 5.3 Plan Changes. Customer shall provide United with notice of any changes to the Plan
and/or Summary Plan Description within a reasonable period of time prior to the effective date of
the change to allow United to determine if such change will alter the Services United provides
under this Agreement. Customer’s requested changes must be mutually agreed to in writing prior
to implementation of such change.
United shall notify Customer if United will not implement or administer the change. Upon such
notification (a) United shall have no obligation to implement or administer the change, and (b)
Customer may terminate this Agreement upon 90 days written notice.
Section 5.4 Information Customer Provides to United. Customer shall provide United in a
timely manner all information that United requires to provide Services under this Agreement.
United may rely upon any written or oral communication from Customer, its designated
employees, agents, or authorized representatives.
Customer shall, in an accurate and timely manner, provide United with eligibility information as
to which Employees and their dependents are Participants. Customer shall notify United of any
change to this information as soon as reasonably possible.
United may rely on the most current information in United’s possession regarding eligibility of
Participants in paying Plan benefits and providing other Services under this Agreement. In the
event of an eligibility issue United will not be required to process or reprocess claims, but if United
agrees to do so additional fees may apply.
Section 5.5 Notices to Participants. Customer shall give Participants the information and
documents they need to obtain benefits under the Plan before coverage begins. In the event this
Agreement is terminated, Customer shall notify all Participants that the Services United is
providing under this Agreement are discontinued.
Section 5.6 Affiliated Employers. Customer agrees that together Customer and any of its affiliates
covered under the Plan make up a single “controlled group” as defined by ERISA (if applicable)
and/or the United States Internal Revenue Code of 1986. Customer agrees to provide United (a)
notice anytime it acquires, divests, or merges with another entity, and (b) with a list of Customer
affiliates covered under the Plan upon request.
Section 5.7 Escheat. Customer is solely responsible for complying with all applicable abandoned
property or escheat laws, making any required payments, and filing any required reports.
Section 5.8 State and Federal Surcharges, Fees and Assessments. The Plan is responsible for
state or Federal surcharges, assessments, or similar Taxes imposed by governmental entities or
agencies on the Plan, or on United in its capacity as the claims administrator of the Plan, whether
or not remitted by United, including the funding, remittance, and determination of amounts due
under The Patient Protection and Affordable Care Act of 2010.
Section 6 Records and Information
Section 6.1 Records. United shall keep records relating to the Services it provides under this
Agreement for as long as United is required to do so by law.
Section 7 Termination
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Section 7.1 End of Services. United’s provision of Services under this Agreement ends on the
date this Agreement terminates, regardless of the date that claims are incurred. Notwithstanding
the forgoing, United shall provide the run-out Services set forth in an active Attachment attached
hereto after the termination of the Agreement. The Parties agree that these Terms and Condition
will continue to apply to the run-out Services.
Section 7.2 Survivability. Sections 7, 10.3, 9.1, 9.3 and 9.4 will survive the termination of this
Agreement and any provision of an exhibit which by its nature would continue beyond the
termination of this Agreement will also survive.
Section 8 Miscellaneous
Section 8.1 Use of Name. The Parties agree not to use each other's name, logo, service marks,
trademarks, or other identifying information without the written permission of the other, except
that Customer grants United permission to use Customer’s name, logo, service marks, trademarks,
or other identifying information for United to carry out its obligations under this Agreement.
Section 8.2 Compliance with Laws and Regulations. The Parties agree to comply with all
applicable federal, state, and other laws and regulations in its performance under this Agreement.
Section 8.3 Counterparts; Electronic Signatures. This Agreement may be executed in any
number of counterparts (including any form of electronic communication) and all such
counterparts taken together shall be deemed to constitute one and the same instrument. The Parties
may rely upon delivery of an executed facsimile or similar executed electronic copy of this
Agreement (including by means of an electronic signature), and such facsimile or similar executed
electronic copy will be legally effective to create a valid and binding agreement between the
Parties.
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Attachment D-1 – Medical Benefit Administration Services
UnitedHealthcare
The following are the Services United has agreed to provide to Customer. The Services described
in this Attachment D-1 will be made available to Customer and where applicable to Customer’s
eligible Participants consistent with the Summary Plan Description under which the Participant is
covered.
Section 1 Network
Network Access, Management and Administration. United will provide access to Networks and
Network Providers, as well as related Services including physician (and other health care
professional) relations, clinical profiling, contracting, and credentialing, network analysis, and
system development. The make-up of the Network can change at any time. Notice will be given
in advance or as soon as reasonably possible.
Some Network Providers are affiliated with United, however they are not United’s agents or
partners. Otherwise, Network Providers participate in Networks only as independent contractors.
Network Providers and the Participants are solely responsible for any health care services rendered
to Participants. United is not responsible for the medical outcomes or the quality or competence
of any provider or facility rendering services, including Network Pharmacies and services provided
through United’s affiliates’ networks, or the payment for services rendered by the provider or
facility.
Out of Network Programs. United offers out of network programs that strive to increase savings
to Customer by accessing discounts or negotiating reductions on out of network claims. United
offers a mix of out of network programs that offer varying degrees of discounts, consumer
advocacy, and cost controls. Customer’s elected out of network programs are identified in
Attachment D-5 – Fees. Programs are subject to change or termination at United’s discretion.
Value Based Contracting Program. United’s contracts with some Network Providers may
include withholds, incentives, and/or additional payments that may be earned by meeting standards
relating to utilization, quality of care, efficiency measures, compliance with United’s other policies
or initiatives, or other clinical integration or practice transformation standards. Customer shall fund
these payments due the Network Providers as soon as United makes the determination the Network
Provider is entitled to receive the payment under the Network Provider's contract, either upfront
or after the standard has been met. For upfront funding, if United makes the determination that
the Network Provider failed to meet a standard, United will return to Customer the applicable
amount. United shall provide Customer reports describing the payment amounts made on behalf
of Customer’s Plan.
Only the initial claims-based reimbursement to Network Providers will be subject to the
Participant’s copayment, coinsurance, or deductible requirements. Customer will pay the Network
Provider the full amount earned or attributable to its Participants, without a reduction for
copayments or deductibles, and agrees that there will be no impact from these payments on the
calculation of the Participant’s satisfaction of their annual deductible amount.
Section 2 Prevention and Recovery Services
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United will provide prevention and recovery Services for Overpayments and other Plan recovery
and savings opportunities as described herein.
Overpayments. United will attempt to recover Overpayments by employing appropriate outreach
to Participants and/or providers to request reimbursement.
Payment Integrity Services. United provides Services to help prevent, identify, and resolve
irregular claims (“Payment Integrity Services”). United’s Payment Integrity Services help guard
against potential errors, fraud, waste, and abuse by reviewing claims on a pre- or post-adjudicated
basis.
United’s Payment Integrity Services processes will be based upon United’s proprietary and
confidential procedures, modes of analysis, and investigations. United will use these procedures
and standards in delivering Payment Integrity Services to Customer and to United’s other
customers. Services include all work to identify recovery and savings opportunities, research, data
analysis, investigation, and initiation of all Recovery Processes set forth below. United does not
guarantee or warranty any particular level of prevention, detection, or recovery.
United makes available to Customer an array of standard and optional Payment Integrity Services,
as identified in Attachment D-5 - Fees.
Recovery Process – Non-Class Action Recoveries. Customer delegates to United the discretion
and authority to develop and use standards and procedures for any recovery opportunity, including
but not limited to, whether or not to seek recovery, what steps to take if United decides to seek
recovery, whether to initiate litigation or arbitration, the scope of such litigation or arbitration,
which legal theories to pursue in such litigation or arbitration, and all decisions relating to such
litigation or arbitration, including but not limited to, whether to compromise or settle any litigation
or arbitration, and the circumstances under which a claim may be compromised or settled for less
than the full amount of the potential recovery. In all instances where United pursues recovery
through litigation or arbitration, Customer, on behalf of itself and on behalf of its Plan(s), will be
deemed to have granted United an assignment of all ownership, title and legal rights and interests
in and to any and all claims that are the subject matter of the litigation or arbitration.
Customer acknowledges that use of United’s standards and procedures may not result in full or
partial recovery for any particular claim or for any particular customer. United will not pursue any
recovery if it is not permitted by Law, or if recovery would be impractical, as determined in
United’s discretion. While United may initiate litigation or arbitration to facilitate a recovery,
United has no obligation to do so. If United initiates litigation or arbitration, Customer will
cooperate with United in the litigation or arbitration.
If this Agreement terminates, in whole or in part, United can continue recovery activities for any
claims paid when the Agreement was in effect pursuant to the terms of this Section 2.
Recovery Process – Class Action Recoveries. Where a class action purports to affect Customer’s
(or the Plan(s) it sponsors or administers) right to and interest in any Overpayment, United has the
right to determine whether to seek recovery of the Overpayment on the Customer’s (or the Plan(s)
it sponsors or administers) behalf through litigation, arbitration, or settlement. If United elects to
seek recovery of such an Overpayment that is at issue in a class action, United will provide written
notice to Customer of its intention. If Customer does not want United to seek recovery of the
Overpayment, Customer shall notify United in writing within 30 days of receiving notice from
United. If Customer does not so notify United, Customer, on behalf of itself and on behalf of the
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Plan(s) it sponsors and administers, assigns to United all ownership, title and legal rights and
interests in and to any and all Overpayments that are the subject matter of the class action. In such
cases, Customer will cooperate with United in any resulting litigation or arbitration that United
may file to pursue the Overpayments.
If Customer provides United with written notice that it does not want United to seek recovery of
an Overpayment related to a class action (whether putative or certified) then, pursuant to its
standard procedures, United will provide Customer with related Overpayment claims information,
at Customer’s request. Customer is then solely responsible for determining whether it (or the
Plan(s) it sponsors or administers) will participate in the class action (whether putative or certified),
participate in any class action settlement, pursue recovery of the relevant Overpayment outside of
the class action, or take any other action with respect to any cause of action the Customer (or the
Plan(s) it sponsors or administers) might have.
If this Agreement terminates, in whole or in part, United can continue recovery activities for any
claims paid when the Agreement was in effect pursuant to the terms of this Section 2.
Offsetting Process. Overpayment recoveries may occur by offsetting the Overpayment against
future payments to the provider made by United. In effectuating Overpayment recoveries through
offset, United will follow its established Overpayment recovery rules which include, among other
things, prioritizing Overpayment credits based on: (1) the age of the Overpayment for electronic
payments and (2) the funding type and the age of the Overpayment for check payments. United
may recover the Overpayment by offsetting, in whole or in part, against: (1) future benefits that
are payable under the Plan in connection with Services provided to any Participants; or (2) future
benefits that are payable in connection with Services provided to individuals covered under other
self-insured or fully-insured plans for which United processes payments (a “Cross Plan Offset”).
In addition to permitting United to recover Overpayments on behalf of the Plan from benefits
payable under other plans, United will enable other plans (including plans fully insured by United)
to recover their Overpayments from benefits payable under the Plan through Cross Plan
Offsets. Customer understands and agrees that in doing so, the Plan is participating in a
cooperative overpayment recovery effort with other plans for which United acts as the claims
administrator. Reallocations pursuant to this process do not impact the decision as to whether or
not a benefit is payable under the Plan. Customer represents and warrants that the Plan SPD
contains United’s approved template language authorizing Cross Plan Offsets.
In United’s application of Overpayment recovery through offset, timing differences may arise in
the processing of claims payments, disbursement of provider checks, and the recovery of
Overpayments. As a result, the Plan may in some instances receive the benefit of an Overpayment
recovery before United actually receives the funds from the provider. Conversely, United may
receive the funds before the Plan receives the credit for the Overpayment. It is hereby understood
that the Parties may retain any interest that accrues as a result of these timing differences. Details
associated with Overpayment recoveries made on behalf of the Plan through offset will be
identified in the monthly reconciliation report provided to the Customer’s Plan. The monthly
reconciliation report will contain information relating only to Customer’s Plan and will not contain
information relating to other plans for which United acts as the claims administrator.
Recovery Fees. Customer will be charged a fee for the Payment Integrity Services described in
this Section 2. That fee is set forth in Attachment D-5-Fees. No fees will be charged (a) if the
Overpayment is solely the result of United’s acts, or (b) for recoveries obtained through a class
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action where United does not file an opt-out case on behalf of Customer. United will not be
responsible for reimbursement of any unrecovered Overpayment nor attorneys’ fees and costs
related to litigation or arbitration associated with recoveries except to the extent an arbitrator,
arbitration panel, or court of competent jurisdiction determines that the Overpayment was due to
United’s gross negligence or willful misconduct. Under no circumstances will United be
responsible for reimbursement of unrecovered Overpayments resulting from a third party’s fraud.
Section 3 Fees
Fees. Customer will pay United the Fees specified in Attachment D-5 – Fees, in addition to any
other Fees set forth in this Agreement. If authorized by Customer pursuant to this Agreement or
by subsequent authorization, certain Fees may be paid through a withdrawal from the Bank
Account.
Section 4 Providing Funds
Responsibility for Payment of Plan Benefits. The Plan is self-funded. Customer is solely
responsible for providing funds for payment for all Plan benefits. United has no liability or
responsibility to provide these funds. This is true even if United or its affiliates provide stop loss
insurance to Customer.
Bank Account. United, on Customer’s behalf, will open and maintain a Bank Account to provide
United access to Customer’s funds for payment of:
(1) Plan benefits,
(2) Plan expenses (e.g., as state surcharges and assessments),
(3) other Customer financial obligations; and
(4) fees authorized by Customer.
Customer’s funds in the Bank Account will not be comingled with any other customer funds.
Balance In Account. Customer will maintain a Bank Account balance to cover expected Bank
Account activity (the “Account Balance”). United will establish the Account Balance based on
expected Plan payment obligations, with adjustments for anticipated non-daily activity (e.g.,
prescription drug benefits and fee payments). United will notify Customer if and when the Account
Balance requires revision.
The Account Balance is based on Customer’s financial condition as assessed by United. In the
event United reasonably determines that Customer’s financial condition has deteriorated, or
Customer fails to comply with the funding and financial obligations specified in this Agreement,
United may revise the Account Balance effective five business days from the date of notice to
Customer.
Issuing and Providing Funds. Checks and/or non-draft payments will be written on and/or issued
from a United general check-writing account maintained at the Bank for United’s self-funded
customers.
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United will issue Bank Account funding process documentation to Customer. Upon agreement by
the parties on process and Customer signature of the documents, United will implement the agreed
to Bank Account funding process.
If United reasonably determines that Customer’s financial condition has deteriorated or Customer
fails to comply with the funding and financial obligations specified in this Agreement, United may
revise the Bank Account funding process effective five business days from the date of notice to
Customer.
At Customer’s expense, United will:
(1) automatically stop payment on all checks that have not been cashed within twelve months
of issuance, and
(2) provide Customer with reports for the purposes of performing escheat. Customer is solely
responsible for making unclaimed payee payments directly.
Underfunding. If Customer does not maintain the required Account Balance:
(1) Customer must immediately correct the funding deficiency and provide prompt notice to
United,
(2) United may place stop payments on checks, stop issuing checks and non-draft payments,
and suspend any of its other Services under this Agreement for the period of time Customer
does not provide the required funding, and
(3) If Customer does not correct the funding deficiency within 3 business days, United may
terminate this Agreement as otherwise set forth in this Agreement, such termination to be
effective the first day such funding deficiency began. Customer will pay interest on the
amount of underfunding at the Interest Rate.
Termination. When this Agreement terminates, the Bank Account funding method will remain in
place for the length of the run-out period. Following the run-out period, the required Account
Balance may be adjusted through mutual agreement of the parties to cover Customer’s remaining
funding obligations. Customer will close the Bank Account and recover any remaining funds after
stop payments have been issued on all uncashed checks. United will provide bank statements and
Bank Account reconciliation reports, including reports Customer needs for the purposes of
performing escheat.
Section 5 Medical Benefit Drug Rebate Allocation and Payment
United or a subcontractor may negotiate with drug manufacturers regarding the payment of
Medical Benefit Drug Rebates on applicable prescription drug products dispensed to Participants
under the Plan's medical benefit. If a subcontractor is involved in negotiating with drug
manufacturers regarding the payment of Medical Benefit Drug Rebates, it may retain a portion of
the gross amounts received from drug manufacturers in connection with such products. Customer
will receive compensation under this program as set forth in Attachment D-5-Fees. United will
retain interest earned during the Medical Benefit Drug Rebate processing timeframe.
Customer will only receive Customer’s Medical Benefit Drug Rebates to the extent that Medical
Benefit Drug Rebates are received by United. For example, if a government action or a major
change in pharmaceutical industry practices prevents United from receiving Medical Benefit Drug
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Rebates, the amount Customer receives may be reduced or eliminated.
Customer agrees that during the term of this Agreement, neither Customer nor the Plan will
negotiate or arrange or contract in any way for Medical Benefit Drug Rebates on or the purchase
of prescription drug products from any manufacturer under the Plan's medical benefit. If Customer
or the Plan does, United may, without limiting United’s right to other remedies, immediately
terminate Customer’s and Plan's entitlement to Medical Benefit Drug Rebates, including forfeiture
of any Medical Benefit Drug Rebates earned but not paid.
Section 6 Claim Determinations and Appeals
Initial Benefit Determinations and First Level Appeals. Customer appoints United a named
fiduciary under the Plan with respect to (i) performing initial benefit determinations and payment
and (ii) performing the fair and impartial review of first level internal appeals. As such, Customer
delegates to United the discretionary authority to (i) construe and interpret the terms of the Plan
and (ii) determine the validity of charges submitted to United under the Plan. If United denies a
Plan benefit claim, in whole or in part, United shall notify the claimant of the adverse benefit
determination and the claimant will have the appeal rights set forth in the Summary Plan
Description, and those which are required under Law.
Second Level Appeals. The Party appointed as the named fiduciary under the Plan with respect
to performing the fair and impartial review of second level internal appeals (as set forth in
Attachment D-5– Fees), shall make final, binding determinations concerning the availability of
Plan benefits under the Plan’s internal appeal process, all in compliance with applicable Law. That
Party shall notify the claimant of the outcome of the final internal appeal. That party’s
determination will be final and binding on the claimant and all other interested parties, except as
to a claimant’s right to an appeal under the external review program.
External Review Program. In order for Customer to meet its regulatory obligations with respect
to claim appeals or other applicable external review regulations, Customer shall provide an
external review program to claimants. Customer may utilize United’s external review program. In
such case, the following will apply:
(1) A fee will apply beyond a limited number of free reviews based upon Customer’s total
enrollment as set forth in Attachment D-5 – Fees,
(2) Customer acknowledges that the independent review organizations are not United
subcontractors, and
(3) United is not responsible for the decisions of the independent review organizations.
Section 7 System Access
Access. United hereby grants Customer the nonexclusive, nontransferable right to access and use
the functionalities contained within Systems (e.g., reporting, member-facing websites, customer
portals). Customer must obtain and maintain, at no expense to United, the hardware, software, and
Internet browser United requires of Customers to access Systems. Customer shall not:
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(1) access Systems or use, copy, reproduce, modify, or excerpt any Systems documentation
provided by United for purposes other than as expressly permitted under this Agreement,
or
(2) share, transfer or lease Customer’s right to access and use Systems, to any other person or
entity, provided, however, Customer may designate a third party, with prior approval from
United, to access Systems on Customer’s behalf, provided the third party complies with
the terms and conditions of such Systems access and Customer assumes joint responsibility
for such access.
Security Procedures. Customer shall:
(1) use commercially reasonable physical and software-based measures to protect the
passwords and user IDs provided by United,
(2) use commercially reasonable anti-virus software, intrusion detection and prevention
system, secure file transfer and connectivity protocols to protect any email and confidential
communications provided to United,
(3) maintain appropriate logs and monitoring of system activity, and
(4) notify United within a reasonable timeframe of any (a) unauthorized access or damage,
including damage caused by computer viruses resulting from direct access connection, and
(b) misuse or unauthorized disclosure of passwords and user IDs provided by United.
Termination. United may terminate Customer’s System access and deactivate Customer’s
identification numbers, passwords upon:
(1) Customer’s breach of this Section 7, or
(2) the latter of the termination of this Agreement or expiration of the run-out period.
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Section 8 Schedule of Services
Account Management
Implementation and maintenance of account and Plans.
Designated account management team.
Enrollment meetings and support.
Standard initial enrollment kit including bulk mailing.
Standard ID Card production and issuance.
Electronic eligibility and enrollment processing.
Management and review of benefits and data.
Electronic billing, presentment, and payment.
Online administration Services accessed through United’s Customer eServices web site
including online eligibility maintenance, claim status inquiry and online reporting. Customer is
provided a designated number of IDs to the web site. United reserves the right, from time to time,
to change the content, format and/or type of United’s reports.
Interface with third party stop loss vendor, as requested by Customer. United will provide its
standard claim financial reports to support Customer’s filing of Individual Stop Loss (ISL) claims.
It is Customer’s responsibility to detect claims that may be covered by a third party stop loss
carrier policy purchased by Customer.
Nonstandard or ad hoc reports, subject to an additional Fee.
Summary Plan Description (“SPD”) Assistance. Upon request, United will prepare a
customized draft of an SPD, either for each plan or multiple plans, as mutually agreed upon, with
one additional draft in response to Customer’s comments and a final draft SPD. If Customer drafts
its own SPD, Customer shall provide United with a copy for United’s review in a timely manner
to ensure consistency with United’s administration of the Plan under this Agreement. “Plan”, for
purposes of this paragraph, means each individual plan design administered by United. The SPD
will be in English. Printing of SPDs is available at an additional cost.
If the SPD is not finalized sufficiently in advance of the Effective Date of United’s Services,
United will (i) utilize the summary of Plan benefits and exclusions document that United has
created based on its understanding of Customer’s Plan design and which Customer has reviewed
and approved or (ii) create, at United’s discretion, an operational SPD which will be based upon
the summary of Plan benefits and exclusions document that Customer has reviewed and approved.
United will administer claims and otherwise provide United’s Services in accordance with the
above until a final SPD is provided to United.
Summary of Benefits and Coverage (“SBC”) provided electronically in United’s standard
format for medical Plans administered by United. Initial SBC and 1 amendment per year provided.
Underwriting and Financial Services
Overall program accounting (year-end reconciliation).
Claim projections.
Annual projection of cost impact for benefit design changes.
Annual projection of conventional premium equivalent rates.
Annual reserve estimates.
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Annual government filings of 1099 reports to the IRS regarding payments made to physicians
and other health care professionals.
Provide required data necessary to enable Customer to file Form 5500.
Claims Administration Services
Claims for Plan benefits must be submitted in a form that is satisfactory to United in order for
United to determine whether a benefit is payable under the Plan. Customer delegates to United
the discretion and authority to use United’s claim procedures and standards for Plan benefit claim
determination.
Standard claims processing, including re-pricing and payment of claims, auto and manual
adjudication using proprietary software, and pending and subsequent claim review.
Claim determinations and appeals Services.
Claim history load from one prior carrier using United’s standard process.
Medical claim review and utilization management of specific health care claims to promote
coding accuracy, benefit interpretation, and apply reimbursement policy.
Standard coordination of benefits for all applicable claims.
Production and distribution of monthly health statements.
Plan benefits litigation support. If a demand is asserted, or litigation or administrative
proceedings are begun by a Participant or health care provider against United regarding Plan
benefits related to Services under this Agreement (“Plan Benefits Litigation”), United will select
and retain defense counsel to represent its interest.
If Plan Benefits Litigation is begun against Customer and/or the Plan, Customer will select and
retain counsel to represent its interest. If Plan Benefits Litigation is begun against the Plan and
United jointly and provided no conflict of interest arises between the parties, the parties may agree
to joint defense counsel. If the parties do not agree to joint defense counsel, then each party will
select and retain separate defense counsel to represent their own interests.
Litigation Fees and Costs. Customer will pay for all reasonable legal fees and costs United incurs
if United gives Customer reasonable advance notice of United’s intent to charge Customer for
such fees and costs, and United consults with Customer in a manner consistent with United’s
fiduciary obligations on United’s litigation strategy. Both parties will cooperate fully with each
other in the defense of Plan Benefits Litigation. In all events, Customer is responsible for the full
amount of any Plan benefits paid as a result of Plan Benefits Litigation.
Prevention and recovery Services, as elected by Customer (see Attachment D-5 – Fees) and
agreed to by United.
Processing of run-out claims (meaning claims incurred prior to the termination date) for a
specified period following termination of the Agreement, if purchased by Customer. United will
bill Customer for the full amount of run-out fee that Customer owes, if applicable, generally one
month prior to the Agreement’s termination date. The full payment of run-out fees is due and
payable before run-out claims processing begins.
If Customer fails to pay United fees due or fails to provide the funding for the payment of benefits,
or if United terminates for any other material breach, run-out will not apply. Run-out fees may
apply to partial terminations at United’s discretion.
Network Services
Network access, management, and administration.
Network access to physical health networks, including chiropractic, physical therapy,
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occupational therapy, speech therapy, and complementary alternative medicine.
Out of network programs, as elected by Customer (see Attachment D-5– Fees) and agreed to by
United.
Value Based Contracting Program.
UnitedHealthcare PremiumSM Designation Program, available in designated markets.
Participant and Care Management Services
Member service center, accessed by Participants through a dedicated toll-free number
Website enabling Participants to learn about benefits, find a provider, estimate treatments options
and costs, check claims status, review personal health record, print, or request ID cards, access
monthly health statements, manage prescriptions, access health tools, and review health and
wellness information.
Medical policy functions, as guided by a medical director, including health policy, quality
assurance and medical management analysis and structure.
Personal health support, a comprehensive, integrated personal health management program
incorporating all elements of care management core activities, such as case management
notification, inpatient care management, readmission management, case management and
decision support.
Disease management Services, as elected by Customer; additional Fees may apply.
Complex medical condition programs, as elected by Customer; additional Fees may apply.
Maternity programs, as elected by Customer, additional Fees may apply.
Wellness programs, as elected by Customer, additional Fees may apply.
Digital health and wellness experience, which may include, health surveys, wellness missions
and challenges, personal health record access, public communities, dashboard of results, and
device integration. If Customer elects to offer reward incentives, Customer will be responsible
for the funding. Other related Services are available for an additional Fee.
Transplant resource Services, including access to Centers of Excellence (“COE”) network and
Transplant Access Program (“TAP”) network. Transplant cost negotiation Services for care
outside of the COE or TAP networks is provided for a standard negotiating Fee, as elected by
Customer.
Predictive modeling, using data from a proprietary system, to identify individuals at risk and
offer proactive programs to improve their health status. Additional charges apply for integrating
an outside vendor’s pharmacy data.
Integration of historical and ongoing external pharmacy vendor data into predictive model.
A Fee applies for historical integration. As long as Customer uses a pharmacy benefit manager
with which United has an existing data sharing agreement there is no additional Fee for ongoing
integration.
Integration of historical medical data into predictive model, additional Fees may apply.
Obesity and Diabetes Prevention Services, as elected by Customer. Customizable program
delivered to eligible Participants with a goal of preventing diabetes and other obesity related
diseases. The program uses a 52-week approach with online technology and live audio/video
capabilities.
Behavioral health Services, a comprehensive behavioral health management program including
network access, development, and maintenance, claims processing, case management, member
services, and outpatient care management. Other related Services are available for an additional
Fee.
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Other Services
Medicare Part D subsidy reporting Services. If elected by Customer, United will provide to
Customer or, at Customer’s request, directly to Centers for Medicare & Medicaid Services
(“CMS”), information for Customer to comply with the requirements of the Retiree Drug Subsidy
(“RDS”) program in United’s standard reporting which is compliant with CMS submission
procedures and deadlines.
Customer will provide United with any information United reasonably requires in order to prepare
these reports, including but, not limited to, Plan Variation/Reporting Code used to isolate members
for whom Customer is pursuing the RDS, Participants’ social security numbers or health
information codes. Customer represents to United, and United acknowledges, that information
provided in connection with the Services under this Agreement is used for purposes of obtaining
Federal funds.
Medicare Secondary Payer reporting. United shall provide the applicable reports as required
by the Medicare Secondary Payer Mandatory Reporting Provisions ("Reporting Requirements")
in Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007. Customer shall
provide United in a timely manner and in an agreed upon format all data United requires to comply
with the Reporting Requirements. United shall not be responsible for any noncompliance penalties
in connection with the Reporting Requirements that are related to Customer’s failure to provide
the required data.
Catastrophic Events. During such time a state or government agency declares a state of
emergency or otherwise emergency procedures are necessary with respect to Participants who may
be affected by severe weather or other catastrophic events (a “Catastrophic Event Timeframe”)
impacting public health or access to healthcare, Customer directs United to implement certain
changes in its claim procedures for affected Participants, including, for example: (a) exemption
from the application of prior authorization requirements and/or penalties; (b) waiver of out-of-
network restrictions (e.g., out-of-network providers paid at the Network Provider level) , (c)
extension of time frames for claims filing and/or appeals, (d) early replacement of lost or damaged
durable medical equipment, and (e) other protocols reasonably required to provide Participants
with access to health and pharmacy benefits, as applicable. Such protocols are applicable to
Participants residing within impacted areas of the Catastrophic Event, and for dates of service that
fall within the Catastrophic Event Timeframe.
Termination Assistance. United will provide to Customer, during the run-out period and for a
mutually agreed upon fee: (a) a one-time standard accumulated extract which shows deductible,
out-of-pocket, and lifetime maximum amounts for the current and prior year; and (b) open prior
authorizations for Services that were approved but not yet completed.
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Attachment D-2 – Pharmacy Benefit Administration Services
The following are the pharmacy benefit administrative services United has agreed to provide to
Customer either directly or through its pharmacy benefit manager affiliate. Customer may request
that United provide services in addition to those set forth in this Exhibit. Any additional services
United agrees to provide may be subject to an additional fee. The services described in this
Attachment D-2 will be made available to Customer’s eligible Participants consistent with the
Summary Plan Description under which the Participant is covered.
Section 1 Definitions
For pharmacy benefit administrative services, the following terms have the meanings set forth
below. The words may be singular or plural.
Authorized Brand Alternative Drug: A drug with a unique NDC that is the bioequivalent of a
Brand Drug that is under patent and which is manufactured by the patent holder or affiliate or a
third party under a license, whether or not identified as a Brand Drug or Generic Drug by the
manufacturer or a Pricing Source.
Average Wholesale Price (AWP): The average wholesale price, as reflected on the Medi-Span
Prescription Pricing Guide, with supplements (“Medi-Span”), of a Prescription Drug based on the
11 digit NDC of the Prescription Drug on the date dispensed. United will rely on Medi-Span as
updated by United no less frequently than every seven days to determine AWP for purposes of
establishing the pricing provided to Customer under this Agreement. United will not establish
AWP, and United will have no liability to Customer arising from use of Medi-Span.
Brand Drug: A single-source or multi-source Prescription Drug as designated by the Medi-Span
or other available data resources that identify as a Brand product.
Compound Drug: A Prescription Drug that is prepared by a pharmacist who mixes or adjusts
one or more Prescription Drugs to customize a medication to meet a Participant’s individual
medical needs.
Covered Prescription Service: Prescription Drugs or other services or supplies dispensed by a
pharmacy to a Participant for which coverage is provided in accordance with the Participant’s Plan.
Dispensing Fee: The contracted rate of compensation paid to a Network Pharmacy for the
processing and filling of a Prescription Claim.
Drug Manufacturer: An entity that manufactures, sells, markets or distributes Prescription
Drugs; shall not include wholesalers engaged in the sale and distribution of Prescription Drugs.
FDA: The United States Food and Drug Administration or any successor governmental authority.
Generic Drug: A Prescription Drug, whether identified by its chemical, proprietary or non-
proprietary name, that is therapeutically equivalent and interchangeable with a Brand Prescription
Drug having an identical amount of the same active ingredient(s). For purposes of this Agreement,
the Generic Drug determination is made based upon factors including indicators included in the
Medi-Span or other available data resource that identify as a Generic Drug.
Limited Distribution Drugs: Specialty Drugs which are distributed to one or a very limited
number of pharmacies, distributors or wholesalers.
MAC: The maximum allowable cost of a Prescription Drug as specified on a list established by
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United. United may have multiple MAC lists, each of which is subject to United’s periodic review
and modification in its sole discretion.
Home Delivery Pharmacy: A facility that is duly licensed to operate as a pharmacy at its location
and to dispense Prescription Drugs via postal or commercial courier delivery. Home Delivery
Pharmacy includes pharmacies that are affiliates of United.
Network Pharmacy: A retail pharmacy, Home Delivery Pharmacy, Specialty Pharmacy or other
facility that is duly licensed to operate as a pharmacy at its location and to dispense Prescription
Drugs to Participants and has entered into a Network Pharmacy agreement. An affiliate of United,
in its capacity as a Home Delivery Pharmacy or Specialty Pharmacy is a Network Pharmacy.
Manufacturer Administrative Fees: The administrative fees paid by drug manufacturers to
United for United’s provision of Rebate administration services.
NDC: The 11 digit National Drug Code that is the identifying Prescription Drug number
maintained by the FDA.
Non-MAC Generic Drugs: Generic Drugs where market conditions do not allow for MAC prices
to be used.
P&T Committee: The Pharmacy and Therapeutics Committee formed by United that reviews a
Prescription Drug for inclusion on the PDL and creates criteria, policies and procedures for such
inclusion including, but not limited to, clinically appropriate quantity restrictions, step therapies
and prior authorizations.
Prescription Claim: A single request for payment for a Covered Prescription Service.
Prescription Drug: An FDA approved drug required to be dispensed or administered only by
prescription from a licensed health care professional in accordance with laws.
Prescription Drug List (PDL): The list of Prescription Drugs as developed by United and
approved and adopted by Customer for use with the Plan.
Price Protection: Amounts received from Drug Manufacturers from contracted restrictions on
drug price inflation.
Rebate: Any discount, [Manufacturer Administration Fees,][price protection amounts] price
concession or other remuneration United receives from a Drug Manufacturer under a Rebate
agreement that is contingent upon and related directly to Participant use of a Prescription Drug
under the Plan's pharmacy benefit or the medical benefit during the Term. Rebate does not include
any discount, price concession [, Manufacturer Administration Fees,][price protection amounts]
or other direct or indirect remuneration United or a group purchasing organization receives from
a Drug Manufacturer for direct purchase of a Prescription Drug or for the provision of any product
or service or tool, including analytical services used in the review of data.
Pricing Source: The Medi-Span Prescription Pricing Guide, with supplements, or another
nationally recognized pricing source determined by United.
Single-Source Generic Drugs: Generic Drugs that have either recently come off patent and do
not generate discounts traditionally delivered by Generic Drugs or have an exclusive Drug
Manufacturer.
Specialty Drugs: Prescription Drugs that have at least 3 of the following criteria: (a) a
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biotechnology product or exhibit gene therapy technology; (b) FDA designated orphan or ultra-
orphan status; (c) any formulation of drug that is high-cost as defined by the CMS Specialty cost
threshold; (d) drugs requiring focused, in-depth Participant education and/or adherence monitoring
and/or side effect management and/or injection preparation/administration education; (e) drugs
that require specialized storage control or other specific shipping/handling requirements; (f)
infusion or healthcare administered injectable drugs professionally administered by a healthcare
professional or in a healthcare setting (but excluding supplies or the cost of administration); or (g)
therapy requiring management and/or care coordination by a healthcare provider specializing in
the Participant’s condition; or (h) managed as part of an existing specialty therapeutic program.
Specialty Drugs shall not include any Prescription Drugs that: (x) require nuclear pharmacy
sourcing; (y) are preventive immunizations (e.g., influenza, DTP); or (z) are administered only in
the inpatient setting.
Specialty Drug List: The Specialty Drug List is maintained and updated by United from time to
time.
Specialty Pharmacy: A facility that is duly licensed to operate as a pharmacy to dispense
Specialty Drugs. Specialty Pharmacy includes pharmacies that are affiliates of United.
Usual and Customary Charge: The price, including all applicable customer discounts that a cash
paying customer pays a Network Pharmacy for Prescription Drugs as reported to United by such
Network Pharmacy.
Section 2 Prescription Drug Benefit Services
Section 2.1 Administrative Support. United will provide administrative services to the Plan in
accordance with Customer’s most recent SPD(s) and as set forth in this Agreement.
Engagement. Customer engages United or its affiliate as its exclusive provider of the prescription
drug benefit services set forth in this Agreement.
Reporting. United will make available to Customer United’s standard online reports.
Section 2.2 Pharmacy Network Administration. United will establish and maintain a network
of pharmacies to provide services to Customer. United may add or remove Network Pharmacies
from the pharmacy network. United will make a reasonable effort to provide Customer with
advance notice of any material changes to the network. United will establish and maintain a
reasonable process for credentialing Network Pharmacies.
Audit Services. United will, in accordance with its standard audit program and as required by Law,
conduct real-time and retrospective desk audits and selected on-site audits of Network Pharmacies
to determine whether Network Pharmacies are submitting appropriate billings for payment by
Customer or Participants.
Claims Processor Fees. United maintains systems for processing pharmacy claims and may receive
access fees and charges for marketing and administrative services as compensation for services
United provides to Network Pharmacies.
Section 2.3 Claims Process. Claims Adjudication. United will adjudicate, process and pay
Prescription Claims for Covered Prescription Services in accordance with the Plan, applicable
Law, and the pricing and other terms of the Network Pharmacy participation agreements. Only
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Prescription Claims (a) that are prepared in accordance with the NCPDP promulgated standard
format that contain all information necessary for processing of a Prescription Claim and are
submitted by the Network Pharmacies in a timely manner through United’s system; and (b)
properly submitted by Participants as requests for reimbursement for Covered Prescription
Services. For home delivery, retail and specialty pharmacy services, United may retain the
difference between the amount which United reimburses the Network Pharmacy and the amount
which Customer pays for a Prescription Drug or service.
Payments to Pharmacies. In connection with Prescription Claims, a timing difference may occur
between the time in which United withdraws funds from Customer’s claims account and the time
in which United issues payments to pharmacies and other payees. United may retain any interest
earned on these amounts during this time. Interest is expected to be paid at overnight deposit rates
by United’s banking institution.
Claims Determinations and Appeals. These services will be provided for pharmacy claims per
Section 6 of Attachment D-1 - Medical Benefit Administration Services.
Section 2.4 Benefits Administration and Support - Clinical Services. United will provide the
following clinical services to Customer:
(1) 1.5.1.1. Utilization Management Development and Support. Customer will
implement United’s standard utilization management programs for the Plan. United’s
utilization management criteria will not be available for use by Customer or a third-party
vendor of Customer. Instead, Customer may choose to implement custom utilization
management programs; however, all customizations are subject to approval by United.
Additional administrative fees may apply for non-standard utilization management
programs requested by Customer and agreed to by United. Such customizations may
impact the financial terms in this Agreement.
(2) Prior Authorization Services. At Customer’s request, United shall administer a prior
authorization program applying rules and conditions applicable to the Plan.
(3) Changes Due to Shortages, Recall or Public Health and Safety Concern. In the event of a
Prescription Drug shortage or recall or public health and/or other material safety concerns
impacting or related to the distribution or dispensing of Prescription Drugs, Customer
authorizes United to make temporary clinically appropriate changes to the PDL status
and/or tiering of Prescription Drugs, days’ supply limitations, Pharmacy Network access,
utilization management programs or similar programs or initiatives to address such
concerns. Prescriptions Drugs impacted by such changes shall be excluded from all
financial and performance guarantees.
(4) Participant Communication. United may, on behalf of Customer: (a) communicate with
Participants to describe health-related products or services (or payment for the products or
services) included in the Plan(s), including communications about Network Pharmacies,
replacement or enhancement to the Plan(s), and health-related products or services
available only to Participants that add value to and are not part of the Plan; (b) conduct
population-based activities relating to improving the health of Participants and reducing
their healthcare costs; and (c) contact Participants with health education information and
information about Prescription Drugs, treatment alternatives, and related functions.
(5) E-Prescribing. United will provide prescribers with electronic access to Participant Plan
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information.
Section 2.5 Prescription Drug List (PDL). Customer will adopt one or more of United’s PDLs
as the PDL. Upon termination of this Agreement, or if Customer terminates the pharmacy benefit
services portion of this Agreement, Customer will stop all use of the PDL. United will make the
PDL available to Customer or other appropriate parties. Except as provided in this Agreement,
Customer will not copy, distribute, sell or otherwise provide United’s PDLs, including the PDL,
to another party without United’s prior written approval. Provided that United agrees, Customer
may post the PDL on Customer’s Participant health care website.
PDL Changes. United will include in the PDL new Prescription Drugs or other services or supplies
as specified in the Plan. Following changes to the PDL, United, at Customer’s request, will provide
or make available appropriate notifications of negative PDL changes to Customer, impacted
Participants, and prescribers.
While Customer is the ultimate decision-maker on selecting the design of Customer’s PDL(s),
Customer has requested that United supply and assist Customer with certain PDL development
and management functions including but not limited to drug tiering decisions. United’s intent is
to offer and provide Customer with the same PDL and management strategies that United develops
and employs in the management of United’s fully insured business.
United makes the final classification of a Prescription Drug to a certain tier of the PDL by
considering a number of factors including, but not limited to, clinical and economic factors.
Clinical factors may include, but are not limited to, evaluations of the place in therapy, relative
safety or relative efficacy of the Prescription Drug, as well as whether supply limits or notification
requirements should apply. Economic factors may include, but are not limited to, the Prescription
Drug's acquisition cost including, but not limited to, available Rebates, and assessments on the
cost effectiveness of the Prescription Drug.
Section 2.6 Rebate Management. Rebate Eligibility. Customer will be eligible to receive Rebates
subject to: (i) the terms set forth in Attachment D-6 - Guarantees and (ii) Customer’s Plan(s), PDL
and Prescription Claim utilization satisfying the Drug Manufacturer’s Rebate contract criteria.
Customer authorizes United to contract directly or indirectly with Drug Manufacturers for Rebates.
Customer acknowledges that United negotiates Rebates with Drug Manufacturers based on
United’s book of business and not on a customer specific basis. Customer understands that not all
Brand Drugs and not all Prescription Drugs are eligible for Rebates, and United is not obligated to
submit Rebates for Prescription Claims that it does not believe are eligible to receive Rebates.
Rebate Guarantees. Except for any Rebate guarantees described in this Agreement, United has no
obligation to obtain any particular amount of Rebates for Customer.
Collection. United will use commercially reasonable efforts to process, invoice and collect
Rebates. United will not be responsible for any non-payments or partial payments of amounts
owing under an agreement for Rebates. United may, but is not required to, initiate action to seek
to collect Rebates from a Drug Manufacturer. If United initiates such a collection action, United
may offset any reasonable costs, including reasonable attorneys’ fees and expenses, arising from
any such action against any of the Rebates obtained. To the extent of any overpayment or erroneous
payment to Customer by United, Customer will either refund such payment to United or United
may recoup the payment from other sums due to Customer under this Agreement.
Disbursement. Provided Customer is in compliance with the terms of this Agreement, United will
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reconcile, allocate and credit or disburse all Rebates received in accordance with this Agreement.
Customer acknowledges that it has no right to receive a payment of Rebates for Rebates United
has not received or until such reconciliation and allocation has been completed. Customer’s first
Rebate payment will be remitted no later than 210 days after the end of the incurred quarter
following the date United began pricing pharmacy benefit administration services, based on actual
amounts received. Thereafter, Rebate payments will be made within 90 days after the end of each
quarter, which will include true ups on all prior quarters. An annual reconciliation will be
performed after the end of each contract year. Rebate reporting will be provided at the time of
payment.
Other Pharmaceutical Relationships. Nothing in this Agreement shall preclude United from
pursuing, directly or indirectly, other sources of revenue from Drug Manufacturers or engaging in
other revenue-producing relationships with Drug Manufacturers. Additionally, United or its
affiliates, acting as a Home Delivery Pharmacy or a Specialty Pharmacy, purchase Prescription
Drugs from Drug Manufacturers and receive certain discounts and purchase rebates from Drug
Manufacturers in connection with these purchases. United retains these discounts and purchase
rebates and does not pass them on to Customer.
Customer Rebate Contracting Prohibited. If Customer, or its affiliates, vendors or third parties
contract with or receive payment from another party, including a Drug Manufacturer, for a
discount, utilization limit, Rebate or other incentive associated with the utilization of a Prescription
Drug, Customer will be in material breach of this Agreement. Upon such breach, United, in its
sole discretion, may adjust or eliminate any guarantees described in Attachment D-6 - Guarantees.
Upon request, Customer will cooperate fully with United or a Drug Manufacturer to verify
Customer’s participation in any Rebate program and to confirm that all Rebate-related payments
were made for Covered Prescription Services to eligible Participants.
Changes. If a government action or a major change in pharmaceutical industry practices eliminates
or materially reduces manufacturer Rebate programs, Customer’s payment amount may be
reduced or eliminated. In such event, United shall promptly notify Customer and revise or
eliminate such payment to be effective on the date of the reduction or elimination in Rebate
payments. In addition, reduction or elimination of Rebates in this event shall constitute a change
in the Agreement as described in the Attachment D-5 - Fees such that United has the right to
propose a change to the fees as provided for in the Fees Section or change the Rebate arrangement
under this Agreement. Termination of pharmacy benefit services shall constitute a change in the
Agreement as described in the Fees Section such that United has the right to increase the fees for
medical management services under this Agreement. In addition, Customer agrees to reasonable
cooperate with United in order to obtain Rebates.
Section 2.7 Home Delivery Pharmacy Services. United will provide, through its affiliated Home
Delivery Pharmacies, Covered Prescription Services to Participants in accordance with the SPD.
Home Delivery Pharmacies will provide customer service support for Participants who use Home
Delivery Pharmacy Services. Upon request, United will make available to Customer Home
Delivery brochures for distribution to Participants.
Home Delivery Rates. Specialty Drug pricing guarantees and terms apply to Specialty Drugs, even
if dispensed by a Home Delivery Pharmacy. If Customer or Participants request or require
expedited or alternative shipping methods other than United’s standard method, Customer will be
solely responsible for those costs
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Section 2.8 Specialty Pharmacy Services. United will provide Customer with Specialty Drug
Covered Prescription Services.
New Specialty Drugs. When a new Prescription Drug is identified and categorized by United as a
Specialty Drug, United will make available the new Specialty Drug to Participants as part of the
Specialty Drug Covered Prescription Services.
Specialty Drug Administration. United shall designate the drugs to be included in the Specialty
Drug List. Customer requested changes to the Specialty Drug List must be mutually agreed upon
and may be subject to additional fees.
Section 2.9 Audits. Once each calendar year during the term of the Agreement or any applicable
runout period, a mutually agreeable entity, on behalf of Customer, may conduct a pharmacy claims
audit for purposes of determining if United is administering its claims transactional services in
accordance with Plan provisions. Prior to the commencement of this audit, a signed, mutually
agreeable confidentiality agreement with United is required.
All audits will be limited to information relating to the calendar year in which the audit is
conducted, and the immediately preceding calendar year (up to an 18 month look back).
Customer must notify United in writing of its intent to audit. The place, time, type, scope, and
duration of all audits must be reasonable and agreed to by United. No audits will be initiated or
conducted during December or January because of the demands of the annual renewal and
implementation period. The audit scope will cover a period not to exceed 12 months, unless the
audit relates to a financial guarantee for a period exceeding 12 months, in which case the audit
scope will be limited to the term of the financial guarantee. Requests for an audit must be submitted
within 6 months of the end of the period to be audited. Once audit has been performed for a
particular audit period (whether limited or full scope), that audit period will be closed, and no
further audits will be allowed for that audit period. Customer will pay any expenses that it incurs
in connection with the audit. Customer will also pay any extraordinary expenses United incurs
due to a Customer request related to the audit, such fees to be reviewed and approved by the
Customer in advance.
United will provide Customer’s auditor with access to all relevant Customer-specific information
reasonably necessary to conduct the audit, including all applicable Prescription Claims, and, in the
case of a Rebate audit, access to United’s top 5 Rebate agreements or Rebate agreements that
account for at least 75% of the Customer’s total Rebate revenue generated per year, whichever is
less. Any audit of Rebate agreements must be conducted on-site by a mutually agreed upon third
party auditor and Customer’s auditor may not copy (through handwritten notes or otherwise) or
retain contracts or related documents provided by United during such audit. Customer’s auditor
may take and retain notes to the extent necessary to document any identified errors, and such notes
are subject to review by United to ensure compliance with this section.
Customer or its auditor may send United up to 300 suspected erroneous Prescription Claims for
United to perform additional research prior to providing United with its audit report. Customer or
its auditor shall provide an audit report in writing to United within 45 days after the conclusion of
the audit. Such audit report will contain a representative sample of Prescription Claims suspected
to be erroneous or the entire suspected error population, as well as the dollar amount associated
with any suspected errors. If Customer or its auditor provides United with the entire suspected
error population, United will then review a statistically valid sample of the Prescription Claims
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and provide Customer or its auditor with its response within 30 days of United’s receipt of the
audit report. Customer or its auditor shall then have 30 days to respond to United’s response. If
Customer or its auditor fails to provide an initial audit report to United within 45 days of the
conclusion of the audit or if Customer fails to respond to United’s response to the audit report
within 30 days, then the audit will be considered closed. Any payment made, whether by United
or Customer, based upon audit findings will be made within 30 days following Customer’s and
United’s mutual agreement on the audit results, as reflected in an executed audit settlement
agreement.
Section 2.9 Miscellaneous.
2.9.1 Transition Assistance Following Termination. Upon notice of termination pharmacy
services under this Agreement, United will, to the extent applicable, provide Customer or its
designee with up to 12 transmissions, in the aggregate, of the following files in United’s standard
format: (a) existing Home Delivery Pharmacy or Specialty Pharmacy open refill transfer files for
Participants, based upon Customer’s most current eligibility files; (b) Customer’s prior
authorization files; and (c) Customer’s accumulator files.
2.9.2 Government Program Reporting. To the extent applicable, the parties acknowledge and
agree that any discount, Rebate, Manufacturer Administrative Fee, credit or allowance provided
to Customer under this Agreement and any Rebate retained by United under this Agreement shall
constitute and shall be treated as a discount, within the meaning of 42 U.S.C. §1320a-7b(b)(3)(A),
provided to Customer against the price of Prescription Drugs provided under this Agreement. To
the extent required by Law or contractual commitment, Customer agrees to disclose and report any
such discount, Rebate, Manufacturer Administrative Fee, credit or allowance to Medicare,
Medicaid or other government health care programs as a discount against the price of the
Prescription Drugs provided under this Agreement. Upon Customer’s request, United will provide
additional information necessary to support Customer’s government reporting requirements.
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Attachment D-3 – Business Associate Agreement
This Business Associate Agreement (“BAA”) is incorporated into and made part of the
Administrative Services Agreement (“Agreement”) between United HealthCare Services, Inc.
(“United”) on behalf of itself and its affiliates (“Business Associate”) and City of Denton
(“Covered Entity”) and is effective on January 1, 2023. Covered Entity and Business Associate
may both be referred to herein individually as a “Party” or collectively as the “Parties”.
The Parties hereby agree as follows:
Section 1 Definitions
Unless otherwise specified in this BAA, all capitalized terms used in this BAA not otherwise
defined have the meanings established for purposes of the Health Insurance Portability and
Accountability Act of 1996 and its implementing regulations as amended from time to time
(collectively, “HIPAA”).
Privacy Rule: The federal privacy regulations, as amended from time to time, issued pursuant to
HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subparts A & E).
Protected Health Information (“PHI”): As defined in 45 C.F.R. 160.103, and is limited to the
Protected Health Information received from, or received or created on behalf of, Covered Entity
by Business Associate pursuant to the performance of the Services.
Security Rule: The federal security regulations, as amended from time to time, issued pursuant
to HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subparts A & C).
Services: To the extent and only to the extent they involve the receipt, creation, maintenance,
transmission, use or disclosure of PHI, the services provided by Business Associate to Covered
Entity as set forth in the Agreement, including those set forth in this BAA in Section 4, as amended
by written agreement of the Parties from time to time.
Section 2 Responsibilities of the Business Associate
With regard to its use and/or disclosure of PHI, Business Associate agrees to:
2.1 not use and/or disclose PHI except as necessary to provide the Services, as permitted or
required by this BAA and/or the Agreement, and in compliance with each applicable
requirement of 45 C.F.R. 164.504(e), or as otherwise Required by Law, except that to the
extent Business Associate is to carry out Covered Entity’s obligations under the Privacy
Rule, Business Associate will comply with the requirements of the Privacy Rule that apply
to Covered Entity in the performance of those obligations.
2.2 implement and use appropriate administrative, physical and technical safeguards and
comply with applicable Security Rule requirements with respect to Electronic Protected
Health Information, to prevent use or disclosure of PHI other than as provided for by this
BAA and/or the Agreement.
2.3 without unreasonable delay, report to Covered Entity (i) any use or disclosure of PHI not
provided for by this BAA and/or the Agreement, of which it becomes aware in accordance
with 45 C.F.R. 164.504(e)(2)(ii)(C); and/or (ii) any Security Incident of which Business
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Associate becomes aware in accordance with 45 C.F.R. 164.314(a)(2)(i)(C).
2.4 with respect to any use or disclosure of Unsecured PHI not permitted by the Privacy Rule
that is caused solely by Business Associate’s failure to comply with one or more of its
obligations under this BAA, Covered Entity hereby delegates to Business Associate the
responsibility for determining when any such incident is a Breach. In the event of a Breach,
Business Associate shall (i) provide Covered Entity with written notification, and (ii)
provide all legally required notifications to Individuals, HHS and/or the media, on behalf
of Covered Entity, in accordance with 45 C.F.R. 164 (Subpart D) Business Associate shall
pay for the reasonable and actual costs associated with those notifications.
2.5 in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 45 C.F.R. 164.308(b)(2), ensure that
any subcontractors of Business Associate that create, receive, maintain, or transmit PHI on
behalf of Business Associate agree, in writing, to the same restrictions and conditions on
the use and/or disclosure, of PHI that apply to Business Associate with respect to that PHI.
2.6 make available its internal practices, books and records relating to the use and disclosure
of PHI to the Secretary for purposes of determining Covered Entity’s compliance with the
Privacy Rule.
2.7 after receiving a written request from Covered Entity or an Individual, make available an
accounting of disclosures of PHI about the Individual, in accordance with 45 C.F.R.
164.528.
2.8 after receiving a written request from Covered Entity or an Individual, provide access to
PHI in a Designated Record Set about an Individual, in accordance with the requirements
of 45 C.F.R. 164.524.
2.9 after receiving a written request from Covered Entity or an Individual, make PHI in a
Designated Record Set about an Individual available for amendment and incorporate any
amendments to the PHI, all in accordance with 45 C.F.R. 164.526.
2.10 comply with the applicable requirements of 42 CFR Part 2 to the extent Covered Entity, a
Part 2 program or another lawful holder provides Part 2 Records to Business Associate in
accordance with 42 CFR § 2.32 or Subpart D.
Section 3 Responsibilities of the Covered Entity
In addition to any other obligations set forth in the Agreement, including in this BAA, Covered
Entity:
3.1 shall provide to Business Associate only the minimum PHI necessary to accomplish the
Services.
3.2 shall notify Business Associate of any limitations in the notice of privacy practices of
Covered Entity under 45 C.F.R. 164.520, to the extent that such limitation may affect
Business Associate’s use or disclosure of PHI.
3.3 shall notify Business Associate of any changes in, or revocation of, the permission by an
Individual to use or disclose his or her PHI, to the extent that such changes may affect
Business Associate’s use or disclosure of PHI.
3.4 shall notify Business Associate of any restriction on the use or disclosure of PHI that
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Covered Entity has agreed to or is required to abide by under 45 C.F.R. 164.522, to the
extent that such restriction may affect Business Associate’s use or disclosure of PHI.
3.5 In the event Covered Entity takes action as described in this Section, Business Associate
shall decide which restrictions or limitations it will administer. In addition, if those
limitations or revisions materially increase Business Associate’s cost of providing Services
under the Agreement, including this BAA, Covered Entity shall reimburse Business
Associate for such increase in cost.
Section 4 Permitted Uses and Disclosures
Unless otherwise limited in this BAA, in addition to any other uses and/or disclosures, permitted
or required by this BAA or the Agreement, Business Associate may:
4.1 make any and all uses and disclosures of PHI necessary to provide the Services to Covered
Entity.
4.2 use and disclose PHI, if necessary, for proper management and administration of Business
Associate or to carry out the legal responsibilities of Business Associate, on the condition
that the disclosures are Required by Law or any third party to which Business Associate
discloses PHI for those purposes provides written assurances in advance that (i) the
information will be held confidentially and used or further disclosed only for the purpose
for which it was disclosed to the third party or as Required by Law, and (ii) the third party
promptly will notify Business Associate of any instances of which it becomes aware in
which the confidentiality of the information has been breached.
4.3 de-identify PHI received or created by Business Associate under this BAA in accordance
with the Privacy Rule, which de-identified information does not constitute PHI, is not
subject to this BAA and may be used and disclosed on Business Associate’s own behalf.
4.4 provide Data Aggregation services relating to the Health Care Operations of the Covered
Entity in accordance with the Privacy Rule.
4.5 use and disclose PHI and data as permitted in 45 C.F.R 164.512 in accordance with the
Privacy Rule.
4.6 use PHI to create, use and disclose a Limited Data Set in accordance with the Privacy Rule.
Section 5 Termination
5.1 Termination. If Covered Entity knows of a pattern of activity or practice of the Business
Associate that constitutes a material breach or violation of this BAA then the Covered
Entity shall provide written notice of the breach or violation to the Business Associate that
specifies the nature of the breach or violation. The Business Associate must cure the breach
or end the violation on or before 30 days after receipt of the written notice. In the absence
of a cure reasonably satisfactory to the Covered Entity within the specified timeframe, or
in the event the breach is reasonably incapable of cure, then the Covered Entity may
terminate the Agreement and/or this BAA.
5.2 Effect of Termination. After the termination for any reason of the Agreement and/or this
BAA, Business Associate shall return or destroy all PHI received from or created or
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received by Business Associate on behalf of the Covered Entity, if feasible to do so,
including such PHI in possession of Business Associate’s subcontractors. In the event that
Business Associate determines that return or destruction of the PHI is not feasible, Business
Associate may retain the PHI and shall extend any and all protections, limitations, and
restrictions contained in this BAA to Business Associate’s use and/or disclosure of any
PHI retained after the expiration or termination of the Agreement and/or this BAA, and
shall limit any further uses or disclosures solely to the purposes that make return or
destruction of the PHI infeasible.
5.3 Cooperation. Each Party shall cooperate in good faith in all respects with the other Party
in connection with any request by a federal or state governmental authority for additional
information and documents or any governmental investigation, complaint, action, or other
inquiry.
Section 6 Miscellaneous
6.1 Construction of Terms. The terms of this BAA to the extent they are unclear shall be
construed to allow for compliance by Covered Entity and Business Associate with HIPAA.
6.2 No Third Party Beneficiaries. Nothing in this BAA shall confer upon any person other
than the Parties and their respective successors or assigns, any rights, remedies, obligations,
or liabilities whatsoever.
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Attachment D-4 – Security
These requirements of this Attachment D-4 – Security are applicable if and to the extent that United
creates, has access to, or receives from or on behalf of Customer any Customer Information (as
defined below).
The Parties hereby agree as follows:
Section 1 Definitions
The following terms shall have the meanings as set forth below:
Customer Information: Any Customer information in electronic format provided, collected, or
created by United in the course of providing products or Services under the Agreement that
includes or is comprised of any of the following:
(1) Protected Health Information, as defined in 45 C.F.R. 160.103, and is limited to the
Protected Health Information received from, or received or created on behalf of, Customer.
(2) Non-public personal information (i.e., any information that would be termed “non-public
personal information” under the Federal Gramm-Leach-Bliley Act, any related state
statutes, and any related federal or state regulations); and
(3) Other personal information (i.e., other personally identifiable information about
individuals, or information that can be used to identify individuals, the disclosure and/or
use of which is restricted by applicable federal or state law, including social security
numbers).
United Information Systems: Information systems resources supplied or operated by United,
including network infrastructure, computer systems, workstations, laptops, hardware, software,
databases, storage media, printers, proprietary applications, and Internet connectivity which are
used by United in providing products or Services under the Agreement.
Healthcare Industry Security Standards: The standards and framework of HITRUST Common
Security Framework (“CSF”).
Section 2 General Requirements
2.1 United shall maintain a comprehensive security program under which United documents,
implements, and maintains the physical, administrative, and technical safeguards necessary
to: (a) comply with Law; and (b) protect the confidentiality, integrity, availability, and
security of United Information Systems and Customer Information. United’s security
program shall be consistent with the requirements of this Attachment and shall be designed
to ensure compliance with the provisions of applicable law, including, as applicable, the
Health Information Portability and Accountability Act (“HIPAA”), the Health Information
Technology for Economic and Clinical Health Act (“HITECH”), the Payment Card
Industry Data Security Standards (“PCI DSS”), and Sarbanes-Oxley (“SOX”).
2.2 In accordance with reasonable Healthcare Industry Security Standards, United’s security
program is comprised of: a formal risk management program; periodic risk assessments;
an adequate framework of controls that safeguard United Information Systems and
information; processes for change management, code inspection, separation of
development and production environments, and testing plans; at least once per year
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perform enterprise-level penetration, perimeter vulnerability testing, internal infrastructure
vulnerability testing, and application testing; facility and environmental controls to prevent
unauthorized physical access to United Information Systems and areas where Customer
Information is stored or processed; encrypt transmissions of information via public
networks (i.e., the Internet), laptops / desktops, devices, removable storage media (e.g.,
thumb drive, external hard drives, writable CD drives, backup tapes), applications, and
network data storage containers.
2.3 United will establish and maintain written business continuity plans for the services and
supporting facilities, written disaster recovery plans for critical technology and systems
infrastructure, and proper risk controls to enable continued performance under the
Agreement in the event of a disaster or other unexpected break in services.
3. Business Continuity Management. United will, at its sole expense, establish and maintain
(i) written business continuity plans for the Services and supporting facilities, (ii) written
disaster recovery plans for critical technology and systems infrastructure, and (iii) proper
risk controls (collectively, the “Contingency Plans”) to enable continued performance
under the Agreement in the event of a disaster or other unexpected break in Services.
United will update and test the operability of any applicable Contingency Plan at least
annually and will maintain each such plan upon the occurrence of a declared disaster event.
As used herein, a disaster is defined as an unanticipated incident or event, including,
without limitation, force majeure events, technological accidents, or human-caused events
that may cause a material service or critical application to be unavailable without any
reasonable prediction for resumption, or that causes data loss, property damage, or other
business interruption without any reasonable prediction for recovery within a commercially
reasonable time period.
4. Customer Audit. At Customer’s own cost and expense, no more than once each year,
United will permit Customer and/or its duly authorized representatives, upon 30 days
advance notice and subject to a mutually agreeable confidentiality agreement, reasonably
necessary access to United’s data processing facilities, administrative and security
procedures, and documentation in order to ascertain compliance with applicable law and
the terms of this Attachment as it relates to the processing of Customer’s data. The scope,
timing, nature, and approach of such reviews shall be mutually agreed to in writing by the
Parties. Audits will be performed during regular business hours in a manner designed to
minimize the interference with United’s operations, and will not require on-line access to
United Information Systems. United shall provide reasonable access to relevant personnel,
physical premises, and reasonable documentation. The duration of any on-site assessments
may not exceed more than 1 business day.
5. Service Auditor Reports. United may make its Type II service auditor report (“Report”)
available to United’s self-funded customers each year for Customer’s review in connection
with Plan administrative purposes only. The Report will be issued under the guidance of
Statement on Standards for Attestation Engagements #18 (“SSAE18”). Should new
guidelines covering service auditor reports be issued, United may make the equivalent of,
or any successor to, the SSAE18 Type II Report available to United’s self-funded
customers. The Report is United’s Confidential Information and shall not be shared with
any third parties without United’s prior written approval, except that Customer can share
the Report with: (i) Customer’s independent public accounting firm; and/or (ii) Customer’s
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consultants, on the condition that such consultants are not in any way a competitor of
United’s and that Customer informs its consultants that the Report was not prepared for
their use. To the extent that Customer does provide the Report to its independent public
accounting firm or a consultant as permitted in this Section, Customer shall require that
they retain the Report as confidential and that they not disclose such Report to any other
persons or entities.
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Attachment D-5 – Fees
The Medical Fees (“Fees”) are as stated below. Customer acknowledges that Fees paid for administrative services
are reasonable. If authorized by Customer pursuant to this Agreement or by subsequent authorization, certain Fees
will be paid through a withdrawal from the Bank Account. These Fees do not include state or Federal surcharges,
assessments, or similar Taxes imposed by governmental entities or agencies on the Plan or United, including but not
limited to those imposed pursuant to The Patient Protection and Affordable Care Act of 2010, as amended from time
to time as these are the responsibility of the Plan.
Medical Fees
The following financial terms are effective for the period January 1, 2023 through December 31, 2025, unless
otherwise specified.
The Standard Medical Service Fees described below, excluding optional and non-standard fees, are adjusted as set
forth in the applicable performance standard(s).
The Fees listed below are based upon an estimated minimum of 1,513 enrolled Employees.
$36.11 per Employee per month.
Average Contract Size: 2.50
Payment Integrity Services
Service Description Fee
Advanced Analytics and Recovery
• United’s large-scale analytics to identify additional
recovery opportunities.
• Claims re-examined every month for up to 12 months.
• Post-adjudicated claims.
24% of the gross recovery amount
Credit Balance Recovery
• Review, validate, and recover credit balances (dollars)
on existing patient accounts through a combination of
analysis and technology.
• On-site at hospitals and facilities.
• Post-adjudicated claims.
10% of the gross recovery amount.
Focused Claim Review
• Review of claims for inappropriate billing of services
not documented in clinical notes.
• Board certified, same-specialty medical directors.
Pre-adjudicated claims or post-adjudicated claims.
22% of the gross recovery amount.
Fraud, Waste, and Abuse Management
• Detection and recovery of wasteful, abusive, and/or
fraudulent claims.
• Search claims for patterns which indicate possible
waste or error by identifying specific claims for
additional review.
• Pre-adjudicated claims or post-adjudicated claims.
22% of the gross recovery or prevented amount
Hospital Bill and Premium Audit Services
• In-depth review of hospital medical records or other
related documentation compared to claimed amounts to
ensure billing accuracy.
• Post-adjudicated claims.
22% of the gross recovery amount
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Proprietary Information of UnitedHealth Group
Litigation and Arbitration Fees for Recoveries
• Litigation, arbitration, or other judicial process to
recover any Overpayments and other Plan recovery
opportunities.
• Outside attorneys’ fees and costs or administrative
process fees directly incurred with litigation,
arbitration, or other judicial process.
• Pre-adjudicated claims or post-adjudication claims.
Outside attorneys’ fees and costs or administrative process
fees will be deducted from the gross recovery prior to the
assessment of any applicable United fees (as indicated in this
Exhibit).
Third Party Liability - Subrogation and Injury Coverage
Coordination
• Services to prevent the payment of Plan benefits, or
recover Plan benefits, which should be paid by a third
party.
• Does not include benefits paid in connection with
coordination of benefits, Medicare, or other
Overpayments.
• Pre-adjudicated claims or post-adjudicated. claims.
• Customer will not engage any entity except United to
provide such services without prior United approval.
33.33% of the applicable savings amount.
Other Fees
Service Description Fee
Consolidated Appropriations Act, 2021 (“CAA”) Support
Services. United will support Customer’s compliance with the
requirements of the CAA, including the No Surprises Act
(“NSA”), by the respective enforcement date as follows:
• NSA medical billing and the independent dispute
resolution (“IDR”):
o United will determine if a claim is subject to the NSA
billing protections.
o If United and a provider are unable to come to an
agreement within the prescribed negotiation period
for a claim subject to the NSA billing protections,
United will manage, direct, and make decisions and
submissions to support the IDR for Customer.
o All qualifying payment amounts under the NSA will
be calculated based on an insurance market across all
self-insured group health plans administered by
United.
o United will not be using third party provider networks
for services covered by the NSA.
o The fees for programs in which the parties share in
the savings achieved off a provider’s billed charge
will continue to apply to all services covered under
the NSA.
o Customer shall fund all settlement amounts and
payments required as a result of any IDR process
decision through the Bank Account.
o Customer shall fund the $50 IDR administration fee
and all IDR arbitrator fees through the Bank Account.
• Revised medical Plan ID cards (if United provides Plan
Participants with ID cards currently).
• Provider directory enhancements.
• Continuity of care and external appeals support for surprise
medical bills.
• Support related to Mental Health Parity Non-Quantified
Treatment Limitations audits initiated by the U.S.
Department of Labor, U.S. Department of Health and
Human Services or the U.S. Department of Treasury.
Fees for CAA Support Services for plan years after 2022
will be provided at a future date once regulatory guidance is
received and final compliance requirements are determined.
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Proprietary Information of UnitedHealth Group
• Provide language to support Customer’s anti-gag clause
attestation requirement.
Medical Benefit Drug Rebate Compensation 80% to Customer, the balance is retained by United as
compensation for the services.]
This arrangement replaces and supersedes the Medical
Benefit Drug Rebate Compensation arrangement in the
Agreement.
Naviguard Program
• Offers reimbursement methodologies for emergent
and non-emergent out of network claims which
calculates allowed amounts based on what a
healthcare provider generally accepts for the same or
similar service.
• Includes an advocacy component where
Participants can access resources, and on-line tools
and materials to help Participants stay in network and
where assistance is provided in explaining
reimbursement methodologies.
• For claims above a threshold established by United,
the advocacy component includes United negotiating
with a provider on behalf of a Participant with respect
to Participant’s balance billed amount (e.g., non-
emergent, choice claim).
• If the provider objects to what it was paid from the
application of the allowed amount, or member
contacts United for support with resolving a balance
bill, United will increase compensation for a
particular claim if: (a) United reasonably concludes
that the particular facts and circumstances related to a
claim provide justification for reimbursement greater
than that which would result from the application of
the allowed amount, and (b) United believes that it
would serve the best interests of the Plan and its
Participants (including interests in avoiding costs and
expenses of disputes over payment of claims).
$2.50 per Employee per month
External Reviews If and when applicable, for each subsequent external review
beyond the limited number of free reviews based upon
Customer’s total enrollment, a fee of $500 will apply per
review.
Interest Rate on Fees and Underfunding Bank Account Prime + 4%
Run-out Claims Administration
6 months of runout
Two months of Administration Fees.
Pharmacy Benefit Rebates - Termination
Pursuant to the termination section of this Agreement, if
Customer terminates the Pharmacy Benefit Services portion
of this Agreement only during the Term of the Agreement
and termination is for any reason other than for cause,
United may retain all Rebates that have not been remitted to
Customer as of the effective date of such termination.
Disclosure: A United affiliate provides payment services to the healthcare industry and offers medical providers with
various payment methods and options, including electronic payments, virtual cards and checks. Some options are
available to medical providers for a fee and may result in the receipt of transaction fees or other compensation (e.g.,
1% to 3% of the total transaction amount) by a United affiliate. This has no impact on the Fees paid by Customer
under this Agreement.
Credits
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Proprietary Information of UnitedHealth Group
Wellness Allowance United will provide a wellness allowance so Customer may enhance Customer medical benefits during the term of the
Agreement. The wellness allowance may be used at Customer’s discretion as Customer utilizes wellness programming and
services from United. If Customer terminates the Agreement prior to 12/31/2027, Customer will pay United a prorated portion
of this credit.
$100,000 Wellness Allowance
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Proprietary Information of UnitedHealth Group
Attachment D-6 – Guarantees UnitedHealthcare
The Fees at risk do not include Customer-elected optional and non-standard programs Fees, all
credits, Payment Integrity Programs Fees, Out-of-Network Programs Fees, Commission Funds,
Consultant Funds, and ancillary product Fees.
The Fees payable by Customer under this Agreement will be adjusted through a credit to
Customer’s Fees in accordance with the guarantees set forth below unless otherwise defined in the
guarantee. Unless otherwise specified, these guarantees are effective for the period beginning
January 1, 2023 to December 31, 2023 (“Guarantee Period”). With respect to the aspects of
United’s performance addressed in this Attachment, these Fee adjustments are Customer’s
exclusive financial remedies.
These guarantees will become effective upon the later of (1) the effective date of the Guarantee
Period, or (2) the date this Agreement is signed by both parties. In the event these guarantees
become effective later than the effective date of the Guarantee Period: (1) quarterly guarantees
will become effective beginning with the next calendar quarter following signature of this
Agreement by both parties; and (2) annual guarantees will become effective commencing with the
Term of the Agreement during which this Agreement is signed by both parties.
United shall not be required to meet any of the guarantees provided for in this Agreement or
amendments thereto to the extent United’s failure is due to Customer’s actions or inactions or if
United fails to meet these standards due to fire, embargo, strike, war, accident, act of God, acts of
terrorism or United’s required compliance with any law, regulation, or governmental agency
mandate or anything beyond United’s reasonable control.
Prior to the end of the Guarantee Period, and on the condition that this Agreement remains in force,
United may specify to Customer in writing new guarantees for the subsequent Guarantee Period.
If United specifies new guarantees, United will also provide Customer with a new Attachment that
will replace this Attachment for that subsequent Guarantee Period.
Claim is defined as an initial and complete written request for payment of a Plan benefit made by
an enrollee, physician, or other healthcare provider on an accepted format. Unless stated
otherwise, the claims are limited to medical claims processed through the UNET claims systems.
Claims processed and products administered through any other system, including claims for other
products such as vision, dental, flexible spending accounts, health reimbursement accounts, health
savings accounts, or pharmacy coverage, are not included in the calculation of the measurements.
Also, services provided under capitated arrangements are not processed as a typical claim,
therefore capitated payments are not included in the measurements.
Claim Operations
Time to Process in 10 Days
Definition The percentage of all claims United receives will be processed within the designated number of business days
of receipt.
Measurement
Percentage of claims processed 94%
Time to process, in business days or less after receipt of claim business
days 10
Criteria Standard claim operations reports
Level Site Level
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $11,000
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Payment Amount Of the Fees at Risk for this metric, percentage at risk for each gradient 20%
Gradients 11 business days
12 business days
13 business days
14 business days
15 business days or more
Procedural Accuracy
Definition Procedural accuracy rate of not less than the designated percent.
Measurement Percentage of claims processed without procedural (i.e. non-financial) errors 97%
Criteria Statistically significant random sample of claims processed is reviewed to determine the percentage of claim
dollars processed without procedural (i.e. non-financial) errors.
Level Office Level
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $11,000
Payment Amount Of the Fees at Risk for this metric, percentage at risk for each gradient 20%
Gradients 96.99% - 96.50%
96.49% - 96.00%
95.99% - 95.50%
95.49% - 95.00%
Below 95.00%
Dollar Accuracy (DAR)
Definition Dollar accuracy rate of not less than the designated percent in any quarter.
Measurement Percentage of claims dollars processed accurately 99%
Criteria Statistically significant random sample of claims processed is reviewed to determine the percentage of claim
dollars processed correctly out of the total claim dollars paid.
Level Office Level
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $11,000
Payment Amount Of the Fees at Risk for this metric, percentage at risk for each gradient 20%
Gradients 98.99% - 98.50%
98.49% - 98.00%
97.99% - 97.50%
97.49% - 97.00
Below 97.00%
Member Phone Service
Phone service guarantees and standards apply to Participant calls made to the customer care center that primarily services
Customer’s Participants. If Customer elects a specialized phone service model the results may be blended with more than one call
center and/or level. They do not include calls made to care management personnel and/or calls to the senior center for Medicare
Participants, nor do they include calls for services/products other than medical, such as mental health/substance abuse, pharmacy
(except when United is Customer’s pharmacy benefit services administrator), dental, vision, Health Savings Account, etc.
Average Speed of Answer
Definition Calls will sequence through United’s phone system and be answered by customer service within the
parameters set forth.
Measurement Percentage of calls answered 100%
Time answered in seconds, on average seconds 30
Criteria Standard tracking reports produced by the phone system for all calls
Level Team that services Customer’s account
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $11,000
Payment Amount Of the Fees at Risk for this metric, percentage at risk for each gradient 20%
Gradients 32 seconds or less
34 seconds or less
36 seconds or less
38 seconds or less
Greater than 38 seconds
Abandonment Rate
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Definition The average call abandonment rate will be no greater than the percentage set forth
Measurement Percentage of total incoming calls to customer service abandoned, on average 2%
Criteria Standard tracking reports produced by the phone system for all calls
Level Team that services Customer’s account
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $11,000
Payment Amount Of the Fees at Risk for this metric, percentage at risk for each gradient 20%
Gradients 1.81% - 2.30%
2.31% - 2.80%
2.81% - 3.30%
3.31% - 3.80%
Greater than 3.80%
Call Quality Score
Definition Maintain a call quality score of not less than the percent set forth
Measurement Call quality score to meet or exceed 93%
Criteria Random sampling of calls is each assigned a customer service quality score, using United’s standard internal
call quality assurance program.
Level Office that services Customer’s account
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $11,000
Payment Amount Of the Fees at Risk for this metric, percentage at risk for each gradient 20%
Gradients 92.99% - 91.00%
90.99% - 89.00%
88.99% - 87.00%
86.99% - 85.00%
Below 85.00%
Satisfaction
Employee (Member) Satisfaction
Definition The overall satisfaction will be determined by the question that reads “Overall, how satisfied are you with the
way we administer your medical health insurance plan?”
Measurement Percentage of respondents, on average, indicating a grade of satisfied or higher 80%
Criteria Operations standard survey, conducted over the course of the year; may be customer specific for an additional
charge.
Level Office that services Customer’s account
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $5,500
Payment Amount Of the Fees at Risk for this metric, percentage at risk for each gradient N/A
Gradients Not applicable
Customer Satisfaction
Definition The overall satisfaction will be determined by the question that reads “How satisfied are you overall with
UnitedHealthcare?”
Measurement Minimum score on a 10-point scale score 5
Criteria Standard Customer Scorecard Survey
Level Customer specific
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $5,500
Payment Amount Of the Fees at Risk for this metric, percentage at risk for each gradient N/A
Gradients Not applicable
Pharmacy Financials
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Definition Contracted pharmacy rates that will be delivered to You.
Measurement 01/01/2023 01/01/2024 01/01/2025
and Criteria Combined Discount Guarantee - Standard Select/CVS Network
Retail Brand, Average Wholesale Price (AWP) less 23.5% 23.5% 23.5%
Retail Generic, AWP less 84.0% 84.0% 84.0%
Mail Order Brand, AWP less 25.5% 25.5% 25.5%
Mail Order Generic, AWP less 86.0% 86.0% 86.0%
The Guaranteed Discount amount will be determined by multiplying the AWP by the guaranteed discount off
AWP by each component and adding the amounts together.
Dispensing Fees - Standard Select/CVS Network
Retail Brand $0.40 $0.40 $0.40
Retail Generic $0.40 $0.40 $0.40
Dispensing fee totals are calculated by multiplying the actual scripts for each type by the contracted rate for that
script type.
Minimum Rebate Guarantee (Traditional PDL)
Rebate Sharing Percentage 95.0% 95.0% 95.0%
Basis, per script Brand Brand Brand
Retail - 30 and 90 Day $320.60 $358.67 $393.07
Mail Order $885.56 $937.93 $1,021.08
Specialty $2,274.84 $2,504.02 $2,735.35
Level Customer Specific
Period Annually
Payment Period Annually
Payment
Amount --
Discounts
The amount the actual discounts are less than the combined guaranteed Retail, Mail, and Specialty discount
amount.
Payment
Amount --
Dispensing Fees
The amount the combined actual dispensing fee exceeds the combined contracted dispensing fee.
Payment
Amount --
Rebates
The amount the combined actual Rebate amount is less than the combined guaranteed Rebate amount.
Conditions Discount & Dispense Fee Specific Conditions
• Discounts are based on actual Network Pharmacy brand and generic usage of retail and mail order drugs. The
guaranteed discount amount will be determined by multiplying the AWP by the contracted discount rate off
AWP by component.
• Does not apply to items covered under the Plan for which no AWP measure exists.
• Discounts calculated based on AWP less the ingredient cost; discount percentages are the discounts divided by
the AWP. Discounts for retail and mail order generic prescriptions represent the average AWP based on savings
off Maximum Allowable Cost (MAC) pricing for MAC generics and percentage discount savings off AWP for
non-MAC generics. All other discounts represent the percentage discount savings off of AWP.
• The arrangement excludes generic medications launched as an 'at-risk' product, generic medication with
pending litigation, compound drugs, retail out of network claims, mail order drugs (for dispensing fee
arrangement) and Indian Health Service Claims.
• The Arrangement excludes usual & customary claims, vaccines, long term care facility claims, over-the-
counter claims.
• The Arrangement includes veterans’ affairs facility claims.
• The retail and mail order generic discounts exclude any generic drug that has two or fewer generic
manufacturers; the retail and mail order brand discounts include any generic drug that has two or fewer generic
manufacturers.
• The Mail Order guarantee includes drugs dispensed for 46 days or greater.
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Proprietary Information of UnitedHealth Group
• Specialty drugs dispensed outside United's specialty Pharmacy Network are included in the retail guarantees.
Specialty drugs dispensed through United's specialty Pharmacy Network are excluded from the Retail and Mail
guarantees.
• Drugs in the following Specialty therapeutic categories are included in the retail guarantees: None.
Rebate Specific Conditions
• Assumes implementation of United's Traditional PDL
• Client directed deviations from the PDL and PDL exclusions or uptiers, or clinical programs may result in
changes to pricing and guarantees, which will be factored in at the time of rebate payment and/or reconciliation.
• Calculation of the guaranteed rebate amount will exclude ineligible claims including claims where the plan is
not the primary payer (e.g., coordination of benefits and subrogation claims), claims approved by formulary
exception, claims not covered by Customer's benefit design or PDL, claims from 340B, long term care or federal
government pharmacies, claims for non-FDA approved products, compound drugs, consumer card or discount
card program claims and direct member reimbursement claims.
• “Rebate Credit” is a credit towards the achievement of the guaranteed Rebate amount, and/or Rebate Fee
Credit. The Rebate Credit is applied in the event of a change impacting the level of Rebates expected as a result
of the availability of clinically comparable lower Rebate drugs. The Rebate Credit is calculated as the difference
in pharmaceutical manufacturer revenue between what United would have invoiced pharmaceutical
manufacturers if the Customer continued to prefer the originator brand product and the actual pharmaceutical
manufacturer revenue received after favoring the new product (e.g. biosimilar, an authorized brand alternative,
reduction of wholesale acquisition cost (WAC) on a Brand Drug subject to Rebates, launch of a lower cost non-
Generic Drug alternative). The Rebate Credit does not apply to Generic Drugs that launch after the Brand Drug
no longer has patent protection.
United reserves the right to modify or eliminate this arrangement as follows based upon changes in Rebates:
• if changes made to United's PDL, for the purpose of achieving a lower net drug cost for Customer and United's
other ASO customers, result in significant reductions to the Rebate level
• in the event that there are material deviations to the anticipated timing of drugs that will come off patent and
no longer generate Rebates
• if there is a change impacting the availability or amount of Rebates offered by drug manufacturer(s), including
changes related to the elimination or material modification of a drug manufacturer(s) historic models or
practices related to the provision of Rebates
• if Customer changes or does not elect an incented plan design
• United will pay Rebates consistent with the Agreement. A reconciliation of the Rebate amounts will occur
after the end of each annual contract period and when Rebate payments are substantially complete. The
reconciliation calculates the minimum rebate amount by multiplying the actual number of scripts filled by the
applicable rebate amount for that script type.
• Rebate Administrative Fee: United maintains systems and processes necessary for managing and
administering Rebate programs. As consideration for these efforts, pharmaceutical manufacturers pay United
administrative fees in addition to Rebates. Rebate Administration fees are included in the guaranteed rebate
arrangement.
• If Customer terminates pharmacy benefit services with United prior to the end of the Pharmacy Pricing Term,
United will retain any and all pending or future Rebates payable under the Agreement as of the effective date of
the termination of pharmacy benefit services.
• Drugs in the following Specialty therapeutic categories are included in the retail per-Brand guarantees: None.
• Over-the-counter and repackaged drugs, vaccines and devices are excluded from the claim counts (Insulins and
Test Strips are not excluded).
• Multisource brand drugs are excluded from the claim counts.
• Limited distribution drugs are excluded from the claim counts
General Conditions
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Proprietary Information of UnitedHealth Group
• All pricing guarantees shall remain in effect for the entire contract period of 01/01/2023 through 12/31/2025
("Pharmacy Pricing Term"). Each twelve month period is a Guarantee Period.
• Specialty drugs typically covered under the medical benefit (administered / handled by a provider,
administered in a physician's office, ambulatory or home infusion), and/or transitioned to the pharmacy benefit,
are excluded from all guarantees.
• Drugs, products, supplies approved, covered and/or prescribed for the diagnosis, treatment or prevention of
COVID-19 are excluded from all guarantees.
• On mail order drugs, specialty drugs, and retail pharmacy drugs and services including dispensing fees, United
will retain the difference between what United reimburses the Network Pharmacy and Customer's payment for a
prescription drug product or service.
• Pricing and guarantees assume enrollment of 1,513 Employees and 3,780 Participants; pricing and guarantees
may be revised or withdrawn if actual enrollment varies by 10% or more from assumptions.
• The lessor of three logic (non-ZBL) will apply to Participant payments. Participants pay the lessor of the
discounted price, the usual and customary charge or the cost share amount.
• All pricing guarantees require the selection of United as the exclusive mail provider.
United will have no financial guarantee obligation under the Agreement for any partial Guarantee Period if
Customer terminates prior to the end of the Pharmacy Pricing Term.
• United shall on Customer’s behalf, administer a fee (“Consultant Fee”) to be paid to HonestRX
(“Consultant”). The Consultant Fees are included in Customer’s pharmacy financial terms. United shall
provide Consultant with a monthly payment for all Consultant Fees collected in the amount(s) of $4.00 pmpm
and an annual $25,000 audit budget. The Customer acknowledges there is a contract between Customer and
Consultant. Therefore, in the event that there is a dispute between Customer and Consultant over continuing to
make the Consultant Fee payment(s) or in the delivery of consulting services, Customer shall hold United
harmless in such disputes. In the event of any change whatsoever in the Consultant Fee, Customer shall
immediately notify United of such change and United may propose changes to the pharmacy financial terms.
• United reserves the right to revise or revoke this arrangement if: a) changes in federal, state or other
applicable law or regulation require modifications; b) there are material changes to the AWP as published by the
pricing agency that establishes the AWP as used in these arrangements; c) Customer makes benefit changes that
impact the arrangements; d) there is a material industry change in pricing methodologies resulting in a new
source or benchmark; e) it is not accepted within ninety (90) days of the issuance of our initial quote; f) if
Customer changes their mail service benefit; g) Customer utilizes a vendor, that facilitates steering members to
different drugs or pharmacies to the extent these services impact the financial guarantees under this Agreement.
TRRX (02/2022)
Specialty Pharmacy
Specialty Pharmacy Discount Guarantee
Definition Specialty drug discount level based on actual specialty drug utilization for the specialty drugs
dispensed through United's specialty Pharmacy Network. United reserves the right to change the
designation of a drug from specialty to non-specialty based on market conditions.
Measurement A composite of 19.0% for drugs dispensed through United's specialty Pharmacy Network. This
guarantee is effective 01/01/2023 through 12/31/2023. See chart below for a list of Specialty Drugs.
A composite of 19.0% for drugs dispensed through United's specialty Pharmacy Network. This
guarantee is effective 01/01/2024 through 12/31/2024. See chart below for a list of Specialty Drugs.
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Proprietary Information of UnitedHealth Group
A composite of 19.0% for drugs dispensed through United's specialty Pharmacy Network. This
guarantee is effective 01/01/2025 through 12/31/2025. See chart below for a list of Specialty Drugs.
Specialty drugs not included on the list below and dispensed through United's specialty Pharmacy
Network will be guaranteed at a discount of 14.0%.
Criteria
Actual utilization, using Average Wholesale Price (AWP) in dollars, using our data, of listed
specialty drugs through Our specialty Pharmacy Network will be multiplied against the discount
target to determine the overall discount target dollars.
The overall discount target dollars may be adjusted based on utilization of unlisted drugs to which
the separate 14.0% discount applies. This total will be compared to actual discounts achieved for
these drugs during the Guarantee Period.
Level
Customer Specific
Period Annual
Payment Period Annual
Payment Amount The amount the actual discounts are less than the combined guaranteed Retail, Mail, and Specialty
discount amount.
Conditions • Discounts calculated based on the AWP less the ingredient cost; discount
percentages are the discounts
divided by the AWP. Discounts for retail generic prescriptions represent the average
savings off AWP based on
Maximum Allowable Cost (MAC) pricing for MAC generics and percentage discount
savings off AWP for non-MAC
generics. All other discounts represent the percentage discount savings off of AWP.
• Specialty drugs dispensed outside United's specialty Pharmacy Network, drugs for
which no AWP measure
exists and non-drug items are
excluded.
• Listed drugs which cease to be defined as specialty drugs during the Guarantee Period will be
reconciled outside of the Specialty Pharmacy guarantee in the channel in which they are dispensed
(retail or mail order).
• Specialty drugs typically covered under the medical benefit (administered / handled by a provider,
administered in a physician's office, ambulatory or home infusion), and/or transitioned to the
pharmacy benefit, are excluded from all guarantees.
• United reserves the right to revise or revoke this guarantee if: a) changes in federal,
state or other applicable law
or regulation require modifications; b) there are material changes to the AWP as
published by the pricing agency
that establishes the AWP as used in this guarantee; c) Customer makes benefit changes that impact
the guarantee;
d) there is a material industry change in pricing methodologies resulting in a new
source or benchmark
e) if actual specialty utilization is not substantially similar to that in the experience period data on
which our quote is based.
• On specialty drugs, United will retain the difference between what United reimburses the Network
Pharmacy and Customer's payment for a prescription drug product or service.
Specialty Drug
Category Drug Name
Included/E
xcluded
From
Guarantee
Specialty Drug
Category Drug Name
Included/E
xcluded
From
Guarantee
ANEMIA ARANESP Included
INFLAMMATORY
CONDITIONS ILUMYA Included
ANEMIA EPOGEN Included
INFLAMMATORY
CONDITIONS KEVZARA Included
ANEMIA PROCRIT Included
INFLAMMATORY
CONDITIONS KINERET Included
ANEMIA RETACRIT Included
INFLAMMATORY
CONDITIONS OLUMIANT Included
ANTICONVULSANT DIACOMIT Included
INFLAMMATORY
CONDITIONS ORENCIA Included
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Proprietary Information of UnitedHealth Group
ANTICONVULSANT EPIDIOLEX Included
INFLAMMATORY
CONDITIONS OTEZLA Included
ANTICONVULSANT FINTEPLA Included
INFLAMMATORY
CONDITIONS RIDAURA Included
ANTIHYPERLIPIDEMI
C JUXTAPID Included
INFLAMMATORY
CONDITIONS RINVOQ Included
ANTI-INFECTIVE ARIKAYCE Included
INFLAMMATORY
CONDITIONS SILIQ Included
ANTI-INFECTIVE DARAPRIM Included
INFLAMMATORY
CONDITIONS SIMPONI Included
ANTI-INFECTIVE PYRIMETHAMINE Included
INFLAMMATORY
CONDITIONS SKYRIZI Included
ASTHMA FASENRA Included
INFLAMMATORY
CONDITIONS STELARA Included
ASTHMA NUCALA Included
INFLAMMATORY
CONDITIONS TALTZ Included
ASTHMA XOLAIR Included
INFLAMMATORY
CONDITIONS TREMFYA Included
CARDIOVASCULAR DROXIDOPA Included
INFLAMMATORY
CONDITIONS XELJANZ Included
CARDIOVASCULAR NORTHERA Included
INFLAMMATORY
CONDITIONS XELJANZ XR Included
CARDIOVASCULAR VYNDAMAX Included IRON OVERLOAD DEFERASIROX Included
CARDIOVASCULAR VYNDAQEL Included IRON OVERLOAD EXJADE Included
CNS AGENTS AUSTEDO Included IRON OVERLOAD FERRIPROX Included
CNS AGENTS ENSPRYNG Included IRON OVERLOAD JADENU Included
CNS AGENTS FIRDAPSE Included LIVER DISEASE OCALIVA Included
CNS AGENTS HETLIOZ Included
MONOCLONAL ANTIBODY
MISCELLANEOUS BENLYSTA Included
CNS AGENTS INGREZZA Included MOOD DISORDER DRUGS SPRAVATO Included
CNS AGENTS RILUTEK Included MULTIPLE SCLEROSIS AMPYRA Included
CNS AGENTS RILUZOLE Included MULTIPLE SCLEROSIS AUBAGIO Included
CNS AGENTS RUZURGI Included MULTIPLE SCLEROSIS AVONEX Included
CNS AGENTS SABRIL Included MULTIPLE SCLEROSIS BAFIERTAM Included
CNS AGENTS TETRABENAZINE Included MULTIPLE SCLEROSIS BETASERON Included
CNS AGENTS TIGLUTIK Included MULTIPLE SCLEROSIS COPAXONE Included
CNS AGENTS VIGABATRIN Included MULTIPLE SCLEROSIS
DALFAMPRIDI
N Included
CNS AGENTS VIGADRONE Included MULTIPLE SCLEROSIS
DIMETHYL
FUMARATE Included
CNS AGENTS XENAZINE Included MULTIPLE SCLEROSIS EXTAVIA Included
CNS AGENTS XYREM Included MULTIPLE SCLEROSIS GILENYA Included
CNS AGENTS XYWAV Included MULTIPLE SCLEROSIS GLATIRAMER Included
CYSTIC FIBROSIS BETHKIS Included MULTIPLE SCLEROSIS GLATOPA Included
CYSTIC FIBROSIS CAYSTON Included MULTIPLE SCLEROSIS KESIMPTA Included
CYSTIC FIBROSIS KALYDECO Included MULTIPLE SCLEROSIS MAVENCLAD Included
CYSTIC FIBROSIS KITABIS PAK Included MULTIPLE SCLEROSIS MAYZENT Included
CYSTIC FIBROSIS ORKAMBI Included MULTIPLE SCLEROSIS PLEGRIDY Included
CYSTIC FIBROSIS PULMOZYME Included MULTIPLE SCLEROSIS PONVORY Included
CYSTIC FIBROSIS SYMDEKO Included MULTIPLE SCLEROSIS REBIF Included
CYSTIC FIBROSIS TOBI Included MULTIPLE SCLEROSIS
REBIF
REBIDOSE Included
CYSTIC FIBROSIS TOBI PODHALER Included MULTIPLE SCLEROSIS TECFIDERA Included
CYSTIC FIBROSIS TOBRAMYCIN Included MULTIPLE SCLEROSIS VUMERITY Included
CYSTIC FIBROSIS TRIKAFTA Included MULTIPLE SCLEROSIS ZEPOSIA Included
ENDOCRINE BUPHENYL Included
MUSCULOSKELETAL
AGENTS EVRYSDI Included
ENDOCRINE BYNFEZIA Included NARCOLEPSY WAKIX Included
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Proprietary Information of UnitedHealth Group
ENDOCRINE CARBAGLU Included NEUTROPENIA FULPHILA Included
ENDOCRINE CHENODAL Included NEUTROPENIA GRANIX Included
ENDOCRINE CLOVIQUE Included NEUTROPENIA LEUKINE Included
ENDOCRINE CUPRIMINE Included NEUTROPENIA NEULASTA Included
ENDOCRINE CYSTADANE Included NEUTROPENIA NEUPOGEN Included
ENDOCRINE CYSTADROPS Included NEUTROPENIA NIVESTYM Included
ENDOCRINE CYSTARAN Included NEUTROPENIA NYVEPRIA Included
ENDOCRINE DEPEN TITRATABS Included NEUTROPENIA UDENYCA Included
ENDOCRINE D-PENAMINE Included NEUTROPENIA ZARXIO Included
ENDOCRINE EGRIFTA Included NEUTROPENIA ZIEXTENZO Included
ENDOCRINE FIRMAGON Included ONCOLOGY - INJECTABLE ELIGARD Included
ENDOCRINE GATTEX Included ONCOLOGY - INJECTABLE INTRON A Included
ENDOCRINE H.P. ACTHAR Included ONCOLOGY - INJECTABLE LEUPROLIDE Included
ENDOCRINE IMCIVREE Included ONCOLOGY - INJECTABLE SYNRIBO Included
ENDOCRINE ISTURISA Included ONCOLOGY - ORAL
ABIRATERON
E Included
ENDOCRINE JYNARQUE Included ONCOLOGY - ORAL AFINITOR Included
ENDOCRINE KEVEYIS Included ONCOLOGY - ORAL
AFINITOR
DISPERZ Included
ENDOCRINE KORLYM Included ONCOLOGY - ORAL ALECENSA Included
ENDOCRINE KUVAN Included ONCOLOGY - ORAL ALKERAN Included
ENDOCRINE MYALEPT Included ONCOLOGY - ORAL ALUNBRIG Included
ENDOCRINE NATPARA Included ONCOLOGY - ORAL AYVAKIT Included
ENDOCRINE NITYR Included ONCOLOGY - ORAL BALVERSA Included
ENDOCRINE
OCTREOTIDE
ACETATE Included ONCOLOGY - ORAL BEXAROTENE Included
ENDOCRINE PENICILLAMINE Included ONCOLOGY - ORAL BOSULIF Included
ENDOCRINE PROCYSBI Included ONCOLOGY - ORAL BRAFTOVI Included
ENDOCRINE RAVICTI Included ONCOLOGY - ORAL BRUKINSA Included
ENDOCRINE SAMSCA Included ONCOLOGY - ORAL CABOMETYX Included
ENDOCRINE SANDOSTATIN Included ONCOLOGY - ORAL CALQUENCE Included
ENDOCRINE SAPROPTERIN Included ONCOLOGY - ORAL
CAPECITABIN
E Included
ENDOCRINE SIGNIFOR Included ONCOLOGY - ORAL CAPRELSA Included
ENDOCRINE
SODIUM
PHENYLBUTYRATE Included ONCOLOGY - ORAL COMETRIQ Included
ENDOCRINE
SOMATULINE
DEPOT Included ONCOLOGY - ORAL COPIKTRA Included
ENDOCRINE SOMAVERT Included ONCOLOGY - ORAL COTELLIC Included
ENDOCRINE SYPRINE Included ONCOLOGY - ORAL DAURISMO Included
ENDOCRINE THIOLA Included ONCOLOGY - ORAL ERIVEDGE Included
ENDOCRINE TOLVAPTAN Included ONCOLOGY - ORAL ERLEADA Included
ENDOCRINE TRIENTINE Included ONCOLOGY - ORAL ERLOTINIB Included
ENDOCRINE XERMELO Included ONCOLOGY - ORAL ETOPOSIDE Included
ENDOCRINE XURIDEN Included ONCOLOGY - ORAL EVEROLIMUS Included
ENZYME
DEFICIENCY CHOLBAM Included ONCOLOGY - ORAL FARYDAK Included
ENZYME
DEFICIENCY CYSTAGON Included ONCOLOGY - ORAL FOTIVDA Included
ENZYME
DEFICIENCY GALAFOLD Included ONCOLOGY - ORAL GILOTRIF Included
ENZYME
DEFICIENCY MIGLUSTAT Included ONCOLOGY - ORAL GLEEVEC Included
ENZYME
DEFICIENCY NITISINONE Included ONCOLOGY - ORAL GLEOSTINE Included
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Proprietary Information of UnitedHealth Group
ENZYME
DEFICIENCY ORFADIN Included ONCOLOGY - ORAL HYCAMTIN Included
ENZYME
DEFICIENCY PALYNZIQ Included ONCOLOGY - ORAL IBRANCE Included
ENZYME
DEFICIENCY STRENSIQ Included ONCOLOGY - ORAL ICLUSIG Included
ENZYME
DEFICIENCY SUCRAID Included ONCOLOGY - ORAL IDHIFA Included
ENZYME
DEFICIENCY TEGSEDI Included ONCOLOGY - ORAL
IMATINIB
MESYLATE Included
ENZYME
DEFICIENCY ZAVESCA Included ONCOLOGY - ORAL IMBRUVICA Included
GAUCHERS DISEASE CERDELGA Included ONCOLOGY - ORAL INLYTA Included
GENETIC DISORDER DOJOLVI Included ONCOLOGY - ORAL INQOVI Included
GENETIC DISORDER ZOKINVY Included ONCOLOGY - ORAL INREBIC Included
GROWTH HORMONE
DEFICIENCY GENOTROPIN Included ONCOLOGY - ORAL IRESSA Included
GROWTH HORMONE
DEFICIENCY HUMATROPE Included ONCOLOGY - ORAL JAKAFI Included
GROWTH HORMONE
DEFICIENCY INCRELEX Included ONCOLOGY - ORAL KISQALI Included
GROWTH HORMONE
DEFICIENCY NORDITROPIN Included ONCOLOGY - ORAL
KISQALI
FEMARA Included
GROWTH HORMONE
DEFICIENCY NUTROPIN AQ Included ONCOLOGY - ORAL KOSELUGO Included
GROWTH HORMONE
DEFICIENCY OMNITROPE Included ONCOLOGY - ORAL LAPATINIB Included
GROWTH HORMONE
DEFICIENCY SAIZEN Included ONCOLOGY - ORAL LENVIMA Included
GROWTH HORMONE
DEFICIENCY SEROSTIM Included ONCOLOGY - ORAL LONSURF Included
GROWTH HORMONE
DEFICIENCY ZOMACTON Included ONCOLOGY - ORAL LORBRENA Included
GROWTH HORMONE
DEFICIENCY ZORBTIVE Included ONCOLOGY - ORAL LUMAKRAS Included
HEMATOLOGIC BERINERT Included ONCOLOGY - ORAL LYNPARZA Included
HEMATOLOGIC CABLIVI Included ONCOLOGY - ORAL MATULANE Included
HEMATOLOGIC CINRYZE Included ONCOLOGY - ORAL MEKINIST Included
HEMATOLOGIC DOPTELET Included ONCOLOGY - ORAL MEKTOVI Included
HEMATOLOGIC FIRAZYR Included ONCOLOGY - ORAL MELPHALAN Included
HEMATOLOGIC HAEGARDA Included ONCOLOGY - ORAL MESNEX Included
HEMATOLOGIC ICATIBANT Included ONCOLOGY - ORAL NERLYNX Included
HEMATOLOGIC MOZOBIL Included ONCOLOGY - ORAL NEXAVAR Included
HEMATOLOGIC MULPLETA Included ONCOLOGY - ORAL NILANDRON Included
HEMATOLOGIC OXBRYTA Included ONCOLOGY - ORAL NILUTAMIDE Included
HEMATOLOGIC PROMACTA Included ONCOLOGY - ORAL NINLARO Included
HEMATOLOGIC RUCONEST Included ONCOLOGY - ORAL NUBEQA Included
HEMATOLOGIC SAJAZIR Included ONCOLOGY - ORAL ODOMZO Included
HEMATOLOGIC TAKHZYRO Included ONCOLOGY - ORAL ONUREG Included
HEMATOLOGIC TAVALISSE Included ONCOLOGY - ORAL ORGOVYX Included
HEMOPHILIA -
INFUSED ADVATE Included ONCOLOGY - ORAL PEMAZYRE Included
HEMOPHILIA -
INFUSED ADYNOVATE Included ONCOLOGY - ORAL PIQRAY Included
HEMOPHILIA -
INFUSED AFSTYLA Included ONCOLOGY - ORAL POMALYST Included
HEMOPHILIA -
INFUSED
ALPHANATE/VON
WILLEBRAND Included ONCOLOGY - ORAL PURIXAN Included
HEMOPHILIA -
INFUSED ALPHANINE SD Included ONCOLOGY - ORAL QINLOCK Included
HEMOPHILIA -
INFUSED ALPROLIX Included ONCOLOGY - ORAL RETEVMO Included
DocuSign Envelope ID: D4962FBE-1BF1-4CE5-A8E7-F03EC64EF7B8
70
Proprietary Information of UnitedHealth Group
HEMOPHILIA -
INFUSED BENEFIX Included ONCOLOGY - ORAL REVLIMID Included
HEMOPHILIA -
INFUSED COAGADEX Included ONCOLOGY - ORAL ROZLYTREK Included
HEMOPHILIA -
INFUSED CORIFACT Included ONCOLOGY - ORAL RUBRACA Included
HEMOPHILIA -
INFUSED ELOCTATE Included ONCOLOGY - ORAL RYDAPT Included
HEMOPHILIA -
INFUSED ESPEROCT Included ONCOLOGY - ORAL SPRYCEL Included
HEMOPHILIA -
INFUSED FEIBA Included ONCOLOGY - ORAL STIVARGA Included
HEMOPHILIA -
INFUSED HEMOFIL M Included ONCOLOGY - ORAL SUNITINIB Included
HEMOPHILIA -
INFUSED HUMATE-P Included ONCOLOGY - ORAL SUTENT Included
HEMOPHILIA -
INFUSED IDELVION Included ONCOLOGY - ORAL TABLOID Included
HEMOPHILIA -
INFUSED IXINITY Included ONCOLOGY - ORAL TABRECTA Included
HEMOPHILIA -
INFUSED JIVI Included ONCOLOGY - ORAL TAFINLAR Included
HEMOPHILIA -
INFUSED KOATE Included ONCOLOGY - ORAL TAGRISSO Included
HEMOPHILIA -
INFUSED KOATE-DVI Included ONCOLOGY - ORAL TALZENNA Included
HEMOPHILIA -
INFUSED KOGENATE FS Included ONCOLOGY - ORAL TARCEVA Included
HEMOPHILIA -
INFUSED KOVALTRY Included ONCOLOGY - ORAL TARGRETIN Included
HEMOPHILIA -
INFUSED MONONINE Included ONCOLOGY - ORAL TASIGNA Included
HEMOPHILIA -
INFUSED NOVOEIGHT Included ONCOLOGY - ORAL TAZVERIK Included
HEMOPHILIA -
INFUSED NOVOSEVEN RT Included ONCOLOGY - ORAL TEMODAR Included
HEMOPHILIA -
INFUSED NUWIQ Included ONCOLOGY - ORAL
TEMOZOLOMI
DE Included
HEMOPHILIA -
INFUSED PROFILNINE Included ONCOLOGY - ORAL TEPMETKO Included
HEMOPHILIA -
INFUSED REBINYN Included ONCOLOGY - ORAL THALOMID Included
HEMOPHILIA -
INFUSED RECOMBINATE Included ONCOLOGY - ORAL TIBSOVO Included
HEMOPHILIA -
INFUSED RIXUBIS Included ONCOLOGY - ORAL TRETINOIN Included
HEMOPHILIA -
INFUSED SEVENFACT Included ONCOLOGY - ORAL TUKYSA Included
HEMOPHILIA -
INFUSED TRETTEN Included ONCOLOGY - ORAL TURALIO Included
HEMOPHILIA -
INFUSED VONVENDI Included ONCOLOGY - ORAL TYKERB Included
HEMOPHILIA -
INFUSED WILATE Included ONCOLOGY - ORAL UKONIQ Included
HEMOPHILIA -
INFUSED XYNTHA Included ONCOLOGY - ORAL VENCLEXTA Included
HEMOPHILIA -
INJECTABLE HEMLIBRA Included ONCOLOGY - ORAL VERZENIO Included
HEPATITIS B
ADEFOVIR
DIPIVOXIL Included ONCOLOGY - ORAL VITRAKVI Included
HEPATITIS B BARACLUDE Included ONCOLOGY - ORAL VIZIMPRO Included
HEPATITIS B EMPAVELI Included ONCOLOGY - ORAL VOTRIENT Included
HEPATITIS B ENTECAVIR Included ONCOLOGY - ORAL XALKORI Included
HEPATITIS B EPIVIR HBV Included ONCOLOGY - ORAL XELODA Included
HEPATITIS B HEPSERA Included ONCOLOGY - ORAL XOSPATA Included
HEPATITIS B LAMIVUDINE HBV Included ONCOLOGY - ORAL XPOVIO Included
DocuSign Envelope ID: D4962FBE-1BF1-4CE5-A8E7-F03EC64EF7B8
71
Proprietary Information of UnitedHealth Group
HEPATITIS B VEMLIDY Included ONCOLOGY - ORAL XTANDI Included
HEPATITIS C EPCLUSA Included ONCOLOGY - ORAL YONSA Included
HEPATITIS C HARVONI Included ONCOLOGY - ORAL ZEJULA Included
HEPATITIS C
LEDIPASVIR/SOFOS
BUVIR Included ONCOLOGY - ORAL ZELBORAF Included
HEPATITIS C MAVYRET Included ONCOLOGY - ORAL ZOLINZA Included
HEPATITIS C PEGASYS Included ONCOLOGY - ORAL ZYDELIG Included
HEPATITIS C PEGINTRON Included ONCOLOGY - ORAL ZYKADIA Included
HEPATITIS C
SOFOSBUVIR/VELP
ATASVIR Included ONCOLOGY - ORAL ZYTIGA Included
HEPATITIS C SOVALDI Included ONCOLOGY - TOPICAL TARGRETIN Included
HEPATITIS C VIEKIRA PAK Included ONCOLOGY - TOPICAL VALCHLOR Included
HEPATITIS C VOSEVI Included OPHTHALMIC OXERVATE Included
HEPATITIS C ZEPATIER Included OSTEOPOROSIS FORTEO Included
HEREDITARY
ANGIODEMA ORLADEYO Included OSTEOPOROSIS
TERIPARATID
E Included
IMMUNE
MODULATOR ACTIMMUNE Included OSTEOPOROSIS TYMLOS Included
IMMUNE
MODULATOR ARCALYST Included PARKINSONS DISEASE APOKYN Included
IMMUNOLOGICAL
AGENTS LUPKYNIS Included PARKINSONS DISEASE INBRIJA Included
IMMUNOLOGICAL
AGENTS PALFORZIA Included PARKINSONS DISEASE KYNMOBI Included
INFERTILITY CETROTIDE Included PULMONARY DISEASE ESBRIET Included
INFERTILITY
CHORIONIC
GONADOTROPIN Included PULMONARY DISEASE OFEV Included
INFERTILITY FOLLISTIM AQ Included
PULMONARY
HYPERTENSION ADCIRCA Included
INFERTILITY
GANIRELIX
ACETATE Included
PULMONARY
HYPERTENSION ADEMPAS Included
INFERTILITY GONAL-F Included
PULMONARY
HYPERTENSION ALYQ Included
INFERTILITY GONAL-F RFF Included
PULMONARY
HYPERTENSION
AMBRISENTA
N Included
INFERTILITY MENOPUR Included
PULMONARY
HYPERTENSION BOSENTAN Included
INFERTILITY NOVAREL Included
PULMONARY
HYPERTENSION LETAIRIS Included
INFERTILITY OVIDREL Included
PULMONARY
HYPERTENSION OPSUMIT Included
INFERTILITY PREGNYL Included
PULMONARY
HYPERTENSION ORENITRAM Included
INFLAMMATORY
CONDITIONS ACTEMRA Included
PULMONARY
HYPERTENSION REVATIO Included
INFLAMMATORY
CONDITIONS CIMZIA Included
PULMONARY
HYPERTENSION SILDENAFIL Included
INFLAMMATORY
CONDITIONS COSENTYX Included
PULMONARY
HYPERTENSION TADALAFIL Included
INFLAMMATORY
CONDITIONS DUPIXENT Included
PULMONARY
HYPERTENSION TRACLEER Included
INFLAMMATORY
CONDITIONS EMFLAZA Included
PULMONARY
HYPERTENSION TYVASO Included
INFLAMMATORY
CONDITIONS ENBREL Included
PULMONARY
HYPERTENSION UPTRAVI Included
INFLAMMATORY
CONDITIONS HUMIRA Included
PULMONARY
HYPERTENSION VENTAVIS* Included
DocuSign Envelope ID: D4962FBE-1BF1-4CE5-A8E7-F03EC64EF7B8
DocuSign Envelope ID: D4962FBE-1BF1-4CE5-A8E7-F03EC64EF7B8
Exhibit E- Form CIQ
DocuSign Envelope ID: D4962FBE-1BF1-4CE5-A8E7-F03EC64EF7B8
Certificate Of Completion
Envelope Id: D4962FBE1BF14CE5A8E7F03EC64EF7B8 Status: Completed
Subject: Please DocuSign: City Council Contract 7978 ASO for Medical Prescription Coverage
Source Envelope:
Document Pages: 74 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
10/17/2022 5:38:39 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 10/17/2022 5:52:09 PM
Viewed: 10/17/2022 5:52:22 PM
Signed: 10/17/2022 5:55:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/17/2022 5:55:23 PM
Viewed: 10/18/2022 3:59:43 PM
Signed: 10/18/2022 4:11:29 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/18/2022 4:11:34 PM
Viewed: 10/21/2022 4:16:31 PM
Signed: 10/21/2022 4:20:29 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Dumas
jennifer_dumas@uhc.com
Regional Contract Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.203.177.177
Sent: 10/21/2022 4:20:33 PM
Resent: 10/21/2022 4:22:08 PM
Viewed: 10/24/2022 6:32:38 AM
Signed: 10/26/2022 11:41:22 AM
Electronic Record and Signature Disclosure:
Accepted: 10/24/2022 6:32:38 AM
ID: f843c325-047b-45f9-9d6a-3913013acf9c
Signer Events Signature Timestamp
Sarah Kuechler
sarah.kuechler@cityofdenton.com
Director of Human Resources
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.204.134.222
Signed using mobile
Sent: 10/26/2022 11:41:29 AM
Viewed: 10/26/2022 5:17:35 PM
Signed: 10/26/2022 5:18:27 PM
Electronic Record and Signature Disclosure:
Accepted: 10/26/2022 5:17:35 PM
ID: ab3d7b42-5bd9-4a22-874d-501dab5bc9c6
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 10/26/2022 5:18:33 PM
Viewed: 11/16/2022 9:32:14 AM
Signed: 11/16/2022 9:32:29 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.198.132
Signed using mobile
Sent: 11/16/2022 9:32:35 AM
Viewed: 11/16/2022 9:34:27 AM
Signed: 11/16/2022 9:34:52 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/16/2022 9:34:57 AM
Viewed: 11/16/2022 4:32:21 PM
Signed: 11/16/2022 4:32:37 PM
Electronic Record and Signature Disclosure:
Accepted: 11/16/2022 4:32:21 PM
ID: ac6d9aa5-3b75-4166-ac19-2cc605d493c9
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/17/2022 5:55:23 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/26/2022 5:18:32 PM
Viewed: 10/27/2022 7:57:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 11/16/2022 4:32:43 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Linda Kile
Linda.Kile@cityofdenton.com
Benefits Supervisor
Risk Management - HR
Security Level: Email, Account Authentication
(None)
Sent: 11/16/2022 4:32:46 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/17/2022 5:52:09 PM
Certified Delivered Security Checked 11/16/2022 4:32:21 PM
Signing Complete Security Checked 11/16/2022 4:32:37 PM
Completed Security Checked 11/16/2022 4:32:46 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Jennifer Dumas, Sarah Kuechler, Rosa Rios
How to contact City of Denton:
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