8577 - 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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8577RFP
Medical Network & Claims Administrators/Pharmacy
Benefit Managers
Ginny Brummett
No
SEPTEMBER 17, 2029
SEPTEMBER 17, 2024
24-1835
Contract # 8577
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND UNITED HEALTHCARE SERVICES, INC
(CONTRACT 8577)
THIS CONTRACT is made and entered into this date January 1, 2025, (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," 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) Contractor Terms and Conditions (Exhibit "D");
(e) Form CIQ – Conflict of Interest Questionnaire (Exhibit "E");
(f) City of Denton’s RFP 8577 (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 # 8577
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 # 8577
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:
LAUREN THODEN, 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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2024-119570
jennifer_dumas@uhc.com
Regional Contract Manager
Jennifer Dumas
763-957-6766
HR Director
Megan Gilbreath
Human Resources
Contract # 8577
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $4,787,000 Pricing shall be per Attachment D,
Attachment D-5 – Fees.
2. Contract Terms
This contract shall be effective for three (3) years from the Effective Date (“Initial Term”). City
and the Contractor 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 1st and end December 31st.
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.
3. 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.
4. The City of Denton will interview and select the assigned account management teams
dedicated to service the medical and pharmacy accounts from United Healthcare and Optum Rx’s
recommended service teams.
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Contract # 8577
5. The City of Denton requires preapproval on all communications provided to their
employees, including any mass participant mailings, notices, or advertisements. City of Denton
will review and approve communications prior to distribution to their members. This does not
include individual communications that are sent to a particular participant concerning their specific
health condition
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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 Effective Date (date
service begins) 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.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
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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, 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
Contractor incurs to collect these amounts. The Grace Period is based on Contractor’s assessment
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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 constitute
grounds for termination 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.
8-14. 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
time as required by law. Further, the Contractor shall also require all Subcontractors, material
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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. 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 using the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent claims administrator/fiduciary acting in a
like capacity and familiar with such matters would use under similar circumstances and in
accordance with, the terms, conditions, and covenants of the Contract, and all applicable Federal,
State and local laws, rules or regulations.
23. INTENTIONALL DELETED
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
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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
thirty (30) 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 (120) 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
a petition for relief under the Federal Bankruptcy Code, or
(8) As otherwise specified in this Agreement.
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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 and during any agreed upon
run out period, 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.
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
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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.
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.
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
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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, (b) use the other Party’s Confidential Information for the creation, operation or
improvement of any product, service or database for external or commercial use, or c) use the other
Party’s Confidential Information to contract with or manage healthcare or pharmacy providers,
coalitions or networks.
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 may 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
information, which protective measures shall under all circumstances be at least reasonable
measures to ensure the continued confidentiality of the Confidential Information.
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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
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
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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 Contractor shall notify the City’s Purchasing Manager, in writing, of a company name,
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 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,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
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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 applicable 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: Except for City’s funding obligations under this Contract, a Party 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 affected Party. In the event of an occurrence under this Section,
the affected Party Contractor will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the affected Party continues
to use commercially reasonable efforts to recommence performance or observance whenever and
to whatever extent possible without delay. The affected Party shall immediately notify the other
Party (in the case of the City, 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
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or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
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
STANDARD
PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the
Contractor shall provide and maintain, until the 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.. Contractor shall not commence any work or deliver any
material until receiving 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 or better.
Commercial General Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
o 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.
o 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,
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without lapse, for a period of three years beyond the contract expiration, such that
occurrences 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 specifications, and shall be maintained in compliance with these
additional specifications throughout the duration of the Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed Operations,
Independent Contractors, and Contractual Liability with minimum combined bodily
injury (including death) and property damage limits of $1,000,000.00 per occurrence and
$2,000,000.00 general aggregate.
B. Errors & Omissions Insurance to provide coverage against claims for any loss on
accounts assigned to the CONTRACTOR due to negligent act, error or omission on the
part of the CONTRACTOR or its employees with minimum limits of $1,000,000
per claim, $2,000,000 annual aggregate.
C. Cyber Insurance coverage to provides protection for business liability for a data breach,
cyber extortion, business interruption due to malicious cyber-attacks or malware
infections. A Cyber policy is required any time a system interfaces with the City of
Denton’s servers or houses sensitive information such as employee data with limits of not
less than $10,000,000 unless other limits are individually approved by the City.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the
CONTRACTOR shall require each Subcontractor performing work under the contract, at the
Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits
of insurance that are appropriate for the services/work being performed, comply with all applicable
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laws and are consistent with industry standards.
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Exhibit D
Contractor 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.
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
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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
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
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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 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, 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
These are the Fees Customer agrees to pay to United in exchange for the Services.
Medical Fees
The following financial terms are effective for the period January 1, 2025 through December 31, 2029, unless
otherwise specified.
Average Contract Size: 2.43
Final Claims Fiduciary: United
Prescription Drug List: Traditional
The Fees listed below are based upon an estimated minimum of 1,708 enrolled Employees.
ASO Fees (PEPM) Current Year 1 Year 2 Year 3 Year 4 Year 5
01/01/2024 1/1/2025 1/1/2026 1/1/2027 1/1/2028 1/1/2029
Plan Year through through through through through through
12/31/2024 12/31/2025 12/31/2026 12/31/2027 12/31/2028 12/31/2029
EPO $36.11 $36.11 $37.19 $38.68 $39.84 $41.03
Credits
Administrative Credit
(General Purpose) N/A $66,000.00 $66,000.00 $66,000.00 N/A N/A
Wellness Credit $100,000.00 $100,000.00 $100,000.00 $100,000.00 N/A N/A
United will provide a Wellness Credit, Administrative Credit (General Purpose) to help Customer mitigate costs
associated with additional wellness services from United, administration of the plan
These credits are available as follows:
The parties must have an executed Agreement.
The first month of service fees under the Agreement has been received by United.
Customer’s enrollment with United must always exceed 1537 Employees.
Credits must be used between 01/01/2025 and 01/01/2027. Any Credits not used during this time period are
forfeit.
Upon request from Customer, a credit will be issued in United’s fee billing system.
Upon presentation of receipts for costs, a credit will be issued in United’s fee billing system in the amount
of the receipted expenses, total amount not to exceed the full credit.
If Customer terminates the Agreement prior to 12/31/2027, Customer will repay United a prorated portion
of the credit paid in the year of termination based on the termination date. Credits in prior years are not
subject to repayment. All unpaid credits are forfeit.
If enrollment with United falls below the enrollment threshold, Customer will repay United an amount
proportional to the enrollment reduction based on the amount of the credit paid at the time enrollment falls
below the threshold.
The amount of the credit not yet paid is reduced proportional to the enrollment reduction.
If during the course of the first year unforeseen or additional expense items arise related to the Customer
implementation, United reserves the right to use a portion of this credit to offset such expenses.
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Proprietary Information of UnitedHealth Group
Customer acknowledges that UHC Hub products and services are offered and provided by third-party vendors that are
not affiliated with United, and United disclaims any performance or financial return guarantees made by those third-
party vendors. Customer agrees that United is not responsible or liable in any way for such performance or financial
return guarantees. A third-party vendor’s participation in UHC Hub may terminate in the middle of the Initial Term
or Renewal Term of this Agreement. In that instance, the product or service will no longer be provided from that
vendor and no further Fees will be charged for that product or service. Fees for UHC Hub products and services will
be paid through a withdrawal from the Bank Account. As of the date of this Agreement, UHC Hub vendors are the
following: Hinge Health, Kaia, LetsGetChecked, Livongo, Maven, Quest, 2nd MD, and Welldoc.
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Proprietary Information of UnitedHealth Group
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.
30% of the gross recovery amount
Coordination of Benefits (“COB”)
• Verify primary/secondary payer accuracy.
• Identify claims to be investigated using a layered
approach to identify other primary payers:
1. Eligibility match to other commercial payers.
2. Eligibility match to Medicare.
3. Eligibility match to newly enrolled Medicaid members.
4. Eligibility match to membership validation vendors using
proprietary algorithms.
5. Additional oversight and identification of primary payers
using United professional resources.
6. Advanced analytics using COB-specific triggers to identify
primary payers.
• Correct pre-adjudicated claims prior to claim payment.
• Update claims systems with other primary/secondary
payers’ information.
• COB indicators set to edit subsequent claims with
primary/secondary payers’ information.
30% 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.
30% 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.
30% 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.
30% 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.
30% of the gross recovery amount
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 and Injury Coverage Coodination
33.33% of the applicable savings amount.
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Proprietary Information of UnitedHealth Group
• 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.
Payment Integrity Service Fees related to pre-adjudicated or prevented amount savings are calculated using logic that
accounts for claim level detail and past claims payment experiences, and other relevant inputs including, but not limited to,
historical amounts billed and allowed for similar providers, services, and specialties.
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.
Provide language to support Customer’s anti-gag clause
attestation requirement.
Fees for CAA Support Services for plan years after 2024
will be provided at a future date once regulatory guidance is
received and final compliance requirements are determined.
Medical Benefit Drug Rebate Compensation 80% to Customer, the balance is retained by United as
compensation for the services.
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Proprietary Information of UnitedHealth Group
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).
$2.75 per Employee per month
Extra-Contractual Cost Negotiations $8,333 per negotiation
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
12 months of runout
No charge after the Initial Term.
OnePass Access and Implementation Enrollment fees pass through to member
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.
Additional Disease Management, Specialty and
Wellness Programs (Fees are on a PEPM basis
unless specifically noted)
Current Year 1 Year 2 Year 3 Year 4 Year 5
1/1/202
4
1/1/202
5
1/1/202
6
1/1/202
7
1/1/202
8
1/1/202
9
through through through through through through
12/31/2
024
12/31/2
025
12/31/2
026
12/31/2
027
12/31/2
028
12/31/2
029
Clinical Specialty Network Programs:
Bariatric Resource Services (BRS) Included Included Included Included Included Included
Medical Management Programs
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Proprietary Information of UnitedHealth Group
Core Medical Necessity Included Included Included Included Included Included
Physical Health Solutions:
Chiropractic Network Included Included Included Included Included Included
Physical Therapy/Occupational Therapy/Speech
Therapy Network Included Included Included Included Included Included
Complementary Alternative Medicine (CAM)
Network Management Included Included Included Included Included Included
Other Programs/Services:
TX Custom PHS 3.0 Included Included Included Included Included Included
Behavioral Health Solutions Included Included Included Included Included Included
Claim Fiduciary Included Included Included Included Included Included
Data Extracts Included Included Included Included Included Included
BAR Processing Exception Included Included Included Included Included Included
45-day Premium Drag Included Included Included Included Included Included
*Other Programs/Services (Fees collected through
Bank Account):
Child and Family Behavioral Coaching $240
Per Case
$240
Per Case TBD TBD TBD TBD
Child and Family Behavioral Coaching Month 2+ $144
Per Case
$144
Per Case TBD TBD TBD TBD
Musculoskeletal Health $615
Per
Participa
nt Per
Year
$615
Per
Participa
nt Per
Year
TBD TBD TBD TBD
Maternity 12 Month Program $925
Per Case
$925
Per Case TBD TBD TBD TBD
Second Opinion Services $2,136
Per Case
$2,136
Per Case TBD TBD TBD TBD
Specialist Management Solutions $1,500
Per Case
$1,500
Per Case TBD TBD TBD TBD
Virtual Behavioral Coaching $72 Per
Session
$72 Per
Session TBD TBD TBD TBD
Virtual Behavioral Coaching Weekly Call $55 Per
Session
$55 Per
Session TBD TBD TBD TBD
*Customer has the right to discountinue with 30 days notice.
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, or at the election of the provider a per transaction fee of up to $10) by a
United affiliate. This has no impact on the Fees paid by Customer under this Agreement.
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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, 2025 through December 31, 2025 (“Guarantee
Period”). With respect to the aspects of United’s performance addressed in this exhibit, 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 Exhibit that will replace this Exhibit 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 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
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%
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Proprietary Information of UnitedHealth Group
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
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 1.80%
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%
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
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Proprietary Information of UnitedHealth Group
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
In the event any of the terms herein are inconsistent with the requirements of any federal, state or other applicable law
or regulation, then the inconsistent terms will be null and void and United will have the right to revise, reprice or
revoke this arrangement.
Pharmacy Financials
Definition Pharmacy rate guarantees.
Measurement 01/01/2025 01/01/2026 01/01/2027
and Criteria Component Discount Guarantee - Standard Select/CVS Network
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
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Proprietary Information of UnitedHealth Group
Retail Brand, Average Wholesale Price (AWP)
less
19.50% 19.50% 19.50%
Retail Brand -- 90 Day Supply, AWP less 22.50% 22.50% 22.50%
Retail Generic - 30 and 90 Day Supply, AWP less 84.50% 84.50% 84.50%
Mail Order Brand, AWP less 25.50% 25.50% 25.50%
Mail Order Generic, AWP less 86.50% 86.50% 86.50%
The Guaranteed Discount amount will be determined by multiplying the AWP by the guaranteed discount
off AWP by each component.
Dispensing Fees - Standard Select/CVS
Network
Retail Brand - 30 Day $0.35 $0.35 $0.35
Retail Brand -- 90 Day Supply $0.05 $0.05 $0.05
Retail Generic - 30 Day $0.35 $0.35 $0.35
Retail Generic -- 90 Day Supply $0.05 $0.05 $0.05
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 100.0% 100.0% 100.0%
Basis, per script Brand Brand Brand
Retail - 30 and 90 Day $730.25 $901.85 $1,066.98
Mail Order $1,000.49 $1,189.93 $1,370.47
Specialty Included In
Retail
Included In
Retail
Included In
Retail
Level Customer Specific
Period Annually
Payment
Period
Annually
Payment
Amount --
Discounts
The amount the actual discounts are less than the guaranteed discount amount for each individual
component.
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 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.
• The Arrangement includes veterans’ affairs facility claims, over-the-counter claims.
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
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Proprietary Information of UnitedHealth Group
• The 90 day supply Retail guarantee includes drugs dispensed for 84 days or greater.
• The Mail Order guarantee includes drugs dispensed for 46 days or greater; claims with less than 46 days
supply are reconciled at retail.
• When a drug is identified as a brand name drug, it will be considered a brand name drug for the
calculation of discount guarantees. When a drug is identified as a generic drug, it will be considered a
generic drug for the calculation of discount guarantees.
• 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.
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 receiving 340B pricing
- long term care pharmacy claims
- federal government pharmacy claims
- claims for non-FDA approved products
- compound drug claims
- direct member reimbursement claims
• Over-the-counter and repackaged drugs are excluded from the claim counts; Insulins are not excluded.
• Devices are excluded from the claim counts; Test Strips are not excluded.
• Vaccines are excluded from the claim counts.
• Rebate guarantee payments or reconciliations may be adjusted in the event of a change impacting the level
of Rebates due to the introduction of therapeutically equivalent, lower Rebate drugs (e.g. biosimilar,
authorized brand alternative, lower cost non-Generic Drug alternative) or the reduction of Wholesale
Acquisition Cost on a Brand Drug subject to Rebates. In the event a payment or reconciliation adjustment
is required, such adjustment will be based on the difference between a) pharmaceutical manufacturer
revenue prior to the introduction of the lower Rebate drugs and b) the actual pharmaceutical manufacturer
revenue received after the introduction of the lower Rebate drugs. Such adjustment does not apply to
Generic Drugs that launch after the Brand Drug no longer has patent protection.
• The Rebate guarantees set forth herein account for projected Rebate reductions in the following classes of
Prescription Drugs in connection with the elimination of the Average Manufacturer’s Price (AMP) Cap
pursuant to the American Rescue Plan Act of 2021: Insulin products and Respiratory Medications. United
reserves the right to modify or eliminate any Rebate guarantees if there are any additional changes to
Rebates received from pharmaceutical manufacturers.
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
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
65
Proprietary Information of UnitedHealth Group
• 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
• 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.
• Specialty rebates are included in the guaranteed retail per-script rebates above.
• Manufacturer Administrative Fees are the administrative fees paid by drug manufacturers to United’s
PBM affiliate as consideration for maintaining systems and processes necessary for managing and
administering Rebate programs. Manufacturer Administrative Fees are not 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 and no reconciliation of minimum rebate
guarantees will apply.
Market Check
Customer may conduct one market check during the Pharmacy Pricing Term to confirm its financial terms
are competitive with those currently available in the market for substantially similar customers. Such
analysis shall:
· be initiated in the third quarter after the first anniversary of the Effective Date of the
Agreement
· be conducted by a mutually agreed upon third
party, approval not to be unreasonably withheld
· include no fewer than four substantially similar customers under active contracts as determined by the
following criteria which must be included in the market check report:
· Within 10% of total membership count
· Same customer type (carve-in, coalition,
etc.)
· Same line of business (commercial, Medicare, Medicaid, etc.)
· Same types of services (retail, home delivery, specialty, etc.)
· Comparison of pricing for same contract
year
· Pricing quoted within past six-month period
· A majority of membership located in a comparable geographic
region
· The market check will compare the aggregate value of pricing terms including the combined net value of:
· Ingredient cost discounts and dispensing fees from retail pharmacies, home delivery pharmacies, and
specialty pharmacies
· Rebates , including manufacturer derived administrative fees
· Administrative fees.
· Client Credits
If the market check report validates an annualized savings of greater than three (3) percent between the
median of the financial terms for such substantially similar customers and Customer’s financial terms for
time period that is the subject of the market check, the parties will negotiate in good faith to revise the
financial terms. United responds to Customer within 30 days of receipt of the complete market check report
containing sufficient information for United to validate that the analysis was conducted in accordance with
the above criteria. Any revisions to financial terms resulting from the parties’ negotiations are effective the
first day of the following contract year, subject to the parties having executed an amendment to the
Agreement at least 60 days prior to the effective date.
General Conditions
• All pricing guarantees shall remain in effect for the entire contract period of 01/01/2025 through
12/31/2027 ("Pharmacy Pricing Term"). Each twelve month period is a Guarantee Period.
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
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Proprietary Information of UnitedHealth Group
• 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 1,708 Employees and 4,142 Participants; pricing and
guarantees may be revised or withdrawn if actual enrollment varies by 10% or more from assumptions.
• The lesser of three logic (non-ZBL) will apply to Participant payments. Participants pay the lesser of the
discounted price, the usual and customary charge or the cost share amount.
• All pricing guarantees require the selection of United’s PBM as exclusive provider of pharmacy benefit
services, including but not limited to retail, mail order, and specialty networks.
United will have no financial guarantee obligation under the Agreement for any partial Guarantee Period if
Customer terminates with an effective date prior to the end of the Pharmacy Pricing Term.
• United shall on Customer’s behalf, administer a fee (“Consultant Fee”) to be paid to Lockton
(“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 $2.00
pmpm. 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.
• In the event any of the terms herein is inconsistent with the requirements of any federal, state or other
applicable law or regulation, then the inconsistent term(s) will be null and void and United will have the
right to revise, reprice or revoke this arrangement.
• 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
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.
Brand / Generic Reconciliation Definition
• Brand Drug: An FDA approved drug, or a drug that is designated by FDA a DESI (Drug Efficacy Study
Implementation) drug, or product, which is manufactured and distributed by an innovator drug company, or
its licensee , set forth in Medi-Span’s National Drug Data File as a brand drug identified by all of the
products meeting at least one of the following criteria:
- Medi-Span Multi-Source Code ("MSC") is equal to M, O, or N.
• Generic Drug: An FDA approved drug, or a drug that is designated by FDA a DESI (Drug Efficacy
Study Implementation) drug, or product, that is therapeutically equivalent to other pharmaceutically
equivalent products, as set forth in Medi-Span’s National Drug Data File as a generic drug identified by all
products meeting at least one of the following criteria:
- Medi-Span Multi-Source Code ("MSC") is equal to Y.
TRRX
(05/2024)
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
67
Proprietary Information of UnitedHealth Group
Specialty Pharmacy
Specialty Pharmacy Discount Guarantee
Definitio
n 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.
Measure
ment Listed 01/01/
2025
01/
01/
202
6
01/01/
2027
All Include LDD 21.00
%
21.
00
%
21.00
%
Unlisted 01/01/
2025
01/
01/
202
6
01/01/
2027
All Include LDD 14.00
%
14.
00
%
14.00
%
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
unlisted 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 combined actual specialty drug discounts are less than the composite discount
drug target.
Conditio
ns
• Discounts calculated based on the AWP less the
ingredient cost; discount percentages are the discounts
divided by the AWP. Discounts for 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 and drugs for which no AWP measure
exists 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).
• Limited Distribution (LDD) status is subject to change based on manufacturer decision.
• 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) material 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;
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
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Proprietary Information of UnitedHealth Group
• 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
Categor
y
Drug Name
LD
D
In
dic
ato
r
Includ
ed/Exc
luded
From
Guara
ntee
Specialt
y Drug
Categor
y
Drug
Name
LD
D
Ind
icat
or
Includ
ed/Exc
luded
From
Guara
ntee
ANEMI
A ARANESP No
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
HULI
O No
Includ
ed
ANEMI
A EPOGEN No
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
HUMI
RA No
Includ
ed
ANEMI
A PROCRIT No
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
HYRI
MOZ No
Includ
ed
ANEMI
A RETACRIT No
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
IDACI
O No
Includ
ed
ANTICO
NVULS
ANT DIACOMIT
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
ILUM
YA No
Includ
ed
ANTICO
NVULS
ANT EPIDIOLEX
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
KEVZ
ARA No
Includ
ed
ANTICO
NVULS
ANT FINTEPLA
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
KINE
RET Yes
Includ
ed
ANTICO
NVULS
ANT ZTALMY
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
OLUM
IANT Yes
Includ
ed
ANTIHY
PERLIPI
DEMIC JUXTAPID
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
OPZE
LURA No
Includ
ed
ANTI-
INFECTI
VE ARIKAYCE
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
OREN
CIA No
Includ
ed
ANTI-
INFECTI
VE DARAPRIM
Ye
s
Includ
ed
INFLA
MMAT
ORY
OTEZ
LA No
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
69
Proprietary Information of UnitedHealth Group
CONDI
TIONS
ANTI-
INFECTI
VE PYRIMETHAMINE No
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
RIDA
URA No
Includ
ed
ANTIVI
RAL LIVTENCITY
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
RINV
OQ No
Includ
ed
ASTHM
A FASENRA
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS SILIQ Yes
Includ
ed
ASTHM
A NUCALA
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
SIMP
ONI No
Includ
ed
ASTHM
A XOLAIR
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
SKYR
IZI No
Includ
ed
CARDIO
VASCU
LAR CAMZYOS
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
SOTY
KTU No
Includ
ed
CARDIO
VASCU
LAR DROXIDOPA No
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
STEL
ARA No
Includ
ed
CARDIO
VASCU
LAR NORTHERA
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
TALT
Z No
Includ
ed
CARDIO
VASCU
LAR VYNDAMAX
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
TREM
FYA No
Includ
ed
CARDIO
VASCU
LAR VYNDAQEL
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
VELSI
PITY No
Includ
ed
CNS
AGENT
S AUSTEDO No
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
XELJ
ANZ No
Includ
ed
CNS
AGENT
S DAYBUE
Ye
s
Includ
ed
INFLA
MMAT
ORY
XELJ
ANZ
XR No
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
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Proprietary Information of UnitedHealth Group
CONDI
TIONS
CNS
AGENT
S
ENSPRYNG Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
YUFL
YMA No Includ
ed
CNS
AGENT
S EXSERVAN
Ye
s
Includ
ed
INFLA
MMAT
ORY
CONDI
TIONS
YUSI
MRY No
Includ
ed
CNS
AGENT
S FIRDAPSE
Ye
s
Includ
ed
IRON
OVERL
OAD
DEFE
RASIR
OX Yes
Includ
ed
CNS
AGENT
S HETLIOZ
Ye
s
Includ
ed
IRON
OVERL
OAD
DEFE
RIPRO
NE No
Includ
ed
CNS
AGENT
S INGREZZA
Ye
s
Includ
ed
IRON
OVERL
OAD
EXJA
DE Yes
Includ
ed
CNS
AGENT
S RADICAVA
Ye
s
Includ
ed
IRON
OVERL
OAD
FERRI
PROX Yes
Includ
ed
CNS
AGENT
S RELYVRIO
Ye
s
Includ
ed
IRON
OVERL
OAD
JADE
NU No
Includ
ed
CNS
AGENT
S RILUTEK No
Includ
ed
KIDNE
Y
DISEAS
E
TARP
EYO Yes
Includ
ed
CNS
AGENT
S RILUZOLE No
Includ
ed
LIVER
DISEAS
E
OCAL
IVA Yes
Includ
ed
CNS
AGENT
S SABRIL
Ye
s
Includ
ed
MONO
CLONA
L
ANTIB
ODY
MISCE
LLANE
OUS
BENL
YSTA Yes
Includ
ed
CNS
AGENT
S SKYCLARYS
Ye
s
Includ
ed
MOOD
DISOR
DER
DRUGS
SPRA
VATO No
Includ
ed
CNS
AGENT
S SODIUM OXYBATE
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
AMPY
RA No
Includ
ed
CNS
AGENT
S TASIMELTEON
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
AUBA
GIO No
Includ
ed
CNS
AGENT
S TETRABENAZINE No
Includ
ed
MULTI
PLE
SCLER
OSIS
AVON
EX No
Includ
ed
CNS
AGENT
S TIGLUTIK
Ye
s
Includ
ed
MULTI
PLE
BAFIE
RTAM Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
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Proprietary Information of UnitedHealth Group
SCLER
OSIS
CNS
AGENT
S VIGABATRIN No
Includ
ed
MULTI
PLE
SCLER
OSIS
BETA
SERO
N No
Includ
ed
CNS
AGENT
S VIGADRONE
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
COPA
XONE No
Includ
ed
CNS
AGENT
S XENAZINE
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
DALF
AMPR
IDIN No
Includ
ed
CNS
AGENT
S XYREM
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
DIME
THYL
FUMA
RATE No
Includ
ed
CNS
AGENT
S XYWAV
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
EXTA
VIA No
Includ
ed
CYSTIC
FIBROSI
S BETHKIS No
Includ
ed
MULTI
PLE
SCLER
OSIS
FING
OLIM
OD No
Includ
ed
CYSTIC
FIBROSI
S BRONCHITOL
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
GILE
NYA No
Includ
ed
CYSTIC
FIBROSI
S CAYSTON
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
GLAT
IRAM
ER No
Includ
ed
CYSTIC
FIBROSI
S KALYDECO
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
GLAT
OPA No
Includ
ed
CYSTIC
FIBROSI
S KITABIS PAK No
Includ
ed
MULTI
PLE
SCLER
OSIS
KESI
MPTA No
Includ
ed
CYSTIC
FIBROSI
S ORKAMBI
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
MAVE
NCLA
D Yes
Includ
ed
CYSTIC
FIBROSI
S PULMOZYME No
Includ
ed
MULTI
PLE
SCLER
OSIS
MAYZ
ENT No
Includ
ed
CYSTIC
FIBROSI
S SYMDEKO
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
PLEG
RIDY Yes
Includ
ed
CYSTIC
FIBROSI
S TOBI No
Includ
ed
MULTI
PLE
SCLER
OSIS
PONV
ORY Yes
Includ
ed
CYSTIC
FIBROSI
S TOBI PODHALER No
Includ
ed
MULTI
PLE REBIF No
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
72
Proprietary Information of UnitedHealth Group
SCLER
OSIS
CYSTIC
FIBROSI
S TOBRAMYCIN No
Includ
ed
MULTI
PLE
SCLER
OSIS
REBIF
REBI
DOSE No
Includ
ed
CYSTIC
FIBROSI
S TRIKAFTA
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
TASC
ENSO Yes
Includ
ed
DERMA
TOLOGI
C LITFULO
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
TECFI
DERA No
Includ
ed
ENDOC
RINE BETAINE
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
TERIF
LUNO
MIDE No
Includ
ed
ENDOC
RINE BUPHENYL No
Includ
ed
MULTI
PLE
SCLER
OSIS
VUME
RITY Yes
Includ
ed
ENDOC
RINE CHENODAL
Ye
s
Includ
ed
MULTI
PLE
SCLER
OSIS
ZEPO
SIA Yes
Includ
ed
ENDOC
RINE CORTROPHIN
Ye
s
Includ
ed
MUSCU
LOSKE
LETAL
AGENT
S
EVRY
SDI Yes
Includ
ed
ENDOC
RINE CUPRIMINE No
Includ
ed
MUSCU
LOSKE
LETAL
AGENT
S
VOXZ
OGO Yes
Includ
ed
ENDOC
RINE CUVRIOR
Ye
s
Includ
ed
NARCO
LEPSY
LUMR
YZ Yes
Includ
ed
ENDOC
RINE CYSTADANE
Ye
s
Includ
ed
NARCO
LEPSY
WAKI
X Yes
Includ
ed
ENDOC
RINE CYSTADROPS
Ye
s
Includ
ed
NEUTR
OPENI
A
FULP
HILA No
Includ
ed
ENDOC
RINE CYSTARAN
Ye
s
Includ
ed
NEUTR
OPENI
A
FYLN
ETRA No
Includ
ed
ENDOC
RINE DEPEN TITRATABS No
Includ
ed
NEUTR
OPENI
A
GRAN
IX No
Includ
ed
ENDOC
RINE DICHLORPHENAMIDE
Ye
s
Includ
ed
NEUTR
OPENI
A
LEUK
INE No
Includ
ed
ENDOC
RINE EGRIFTA
Ye
s
Includ
ed
NEUTR
OPENI
A
NEUL
ASTA No
Includ
ed
ENDOC
RINE FIRMAGON No
Includ
ed
NEUTR
OPENI
A
NEUP
OGEN No
Includ
ed
ENDOC
RINE GATTEX
Ye
s
Includ
ed
NEUTR
OPENI
A
NIVES
TYM No
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
73
Proprietary Information of UnitedHealth Group
ENDOC
RINE H.P. ACTHAR
Ye
s
Includ
ed
NEUTR
OPENI
A
NYVE
PRIA No
Includ
ed
ENDOC
RINE IMCIVREE
Ye
s
Includ
ed
NEUTR
OPENI
A
UDEN
YCA No
Includ
ed
ENDOC
RINE ISTURISA
Ye
s
Includ
ed
NEUTR
OPENI
A
ZARX
IO No
Includ
ed
ENDOC
RINE JAVYGTOR
Ye
s
Includ
ed
NEUTR
OPENI
A
ZIEXT
ENZO No
Includ
ed
ENDOC
RINE JYNARQUE
Ye
s
Includ
ed
ONCOL
OGY -
INJECT
ABLE
ELIG
ARD No
Includ
ed
ENDOC
RINE KEVEYIS
Ye
s
Includ
ed
ONCOL
OGY -
INJECT
ABLE
INTR
ON A Yes
Includ
ed
ENDOC
RINE KORLYM
Ye
s
Includ
ed
ONCOL
OGY -
INJECT
ABLE
LEUP
ROLI
DE No
Includ
ed
ENDOC
RINE KUVAN
Ye
s
Includ
ed
ONCOL
OGY -
INJECT
ABLE
SYNR
IBO Yes
Includ
ed
ENDOC
RINE LANREOTIDE No
Includ
ed
ONCOL
OGY -
ORAL
ABIR
ATER
ONE No
Includ
ed
ENDOC
RINE MYALEPT
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
AFINI
TOR No
Includ
ed
ENDOC
RINE MYCAPSSA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
AFINI
TOR
DISPE
RZ No
Includ
ed
ENDOC
RINE NATPARA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ALEC
ENSA Yes
Includ
ed
ENDOC
RINE OCTREOTIDE ACETATE No
Includ
ed
ONCOL
OGY -
ORAL
ALKE
RAN No
Includ
ed
ENDOC
RINE PENICILLAMINE No
Includ
ed
ONCOL
OGY -
ORAL
ALUN
BRIG Yes
Includ
ed
ENDOC
RINE PHEBURANE
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
AYVA
KIT Yes
Includ
ed
ENDOC
RINE PROCYSBI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
BALV
ERSA Yes
Includ
ed
ENDOC
RINE RAVICTI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
BEXA
ROTE
NE No
Includ
ed
ENDOC
RINE RECORLEV
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
BOSU
LIF Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
74
Proprietary Information of UnitedHealth Group
ENDOC
RINE SAMSCA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
BRAF
TOVI Yes
Includ
ed
ENDOC
RINE SANDOSTATIN No
Includ
ed
ONCOL
OGY -
ORAL
BRUK
INSA Yes
Includ
ed
ENDOC
RINE SAPROPTERIN
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
CABO
METY
X Yes
Includ
ed
ENDOC
RINE SIGNIFOR
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
CALQ
UENC
E Yes
Includ
ed
ENDOC
RINE SODIUM PHENYLBUTYRATE No
Includ
ed
ONCOL
OGY -
ORAL
CAPE
CITA
BINE No
Includ
ed
ENDOC
RINE SOMATULINE DEPOT No
Includ
ed
ONCOL
OGY -
ORAL
CAPR
ELSA Yes
Includ
ed
ENDOC
RINE SOMAVERT
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
COME
TRIQ Yes
Includ
ed
ENDOC
RINE SYPRINE No
Includ
ed
ONCOL
OGY -
ORAL
COPI
KTRA Yes
Includ
ed
ENDOC
RINE THIOLA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
COTE
LLIC Yes
Includ
ed
ENDOC
RINE TIOPRONIN No
Includ
ed
ONCOL
OGY -
ORAL
DAUR
ISMO Yes
Includ
ed
ENDOC
RINE TOLVAPTAN No
Includ
ed
ONCOL
OGY -
ORAL
ERIVE
DGE Yes
Includ
ed
ENDOC
RINE TRIENTINE No
Includ
ed
ONCOL
OGY -
ORAL
ERLE
ADA No
Includ
ed
ENDOC
RINE XERMELO
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ERLO
TINIB Yes
Includ
ed
ENDOC
RINE XURIDEN
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ETOP
OSIDE No
Includ
ed
ENZYM
E
DEFICIE
NCY CARBAGLU
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
EVER
OLIM
US No
Includ
ed
ENZYM
E
DEFICIE
NCY CARGLUMIC
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
EXKI
VITY Yes
Includ
ed
ENZYM
E
DEFICIE
NCY CHOLBAM
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
FARY
DAK Yes
Includ
ed
ENZYM
E
DEFICIE
NCY CYSTAGON
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
FOTIV
DA Yes
Includ
ed
ENZYM
E GALAFOLD
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
GAVR
ETO Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
75
Proprietary Information of UnitedHealth Group
DEFICIE
NCY
ENZYM
E
DEFICIE
NCY MIGLUSTAT No
Includ
ed
ONCOL
OGY -
ORAL
GEFIT
INIB No
Includ
ed
ENZYM
E
DEFICIE
NCY NITISINONE No
Includ
ed
ONCOL
OGY -
ORAL
GILO
TRIF Yes
Includ
ed
ENZYM
E
DEFICIE
NCY NITYR
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
GLEE
VEC No
Includ
ed
ENZYM
E
DEFICIE
NCY ORFADIN
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
GLEO
STINE No
Includ
ed
ENZYM
E
DEFICIE
NCY PALYNZIQ
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
HYCA
MTIN No
Includ
ed
ENZYM
E
DEFICIE
NCY STRENSIQ
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
IBRA
NCE Yes
Includ
ed
ENZYM
E
DEFICIE
NCY SUCRAID
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ICLUS
IG Yes
Includ
ed
ENZYM
E
DEFICIE
NCY TEGSEDI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
IDHIF
A No
Includ
ed
ENZYM
E
DEFICIE
NCY ZAVESCA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
IMATI
NIB
MESY
LATE No
Includ
ed
GASTR
OINTES
TINAL
AGENT
S VOWST
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
IMBR
UVIC
A Yes
Includ
ed
GAUCH
ERS
DISEAS
E CERDELGA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
INLY
TA Yes
Includ
ed
GENETI
C
DISORD
ER DOJOLVI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
INQO
VI Yes
Includ
ed
GENETI
C
DISORD
ER VIJOICE No
Includ
ed
ONCOL
OGY -
ORAL
INRE
BIC Yes
Includ
ed
GENETI
C
DISORD
ER ZOKINVY
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
IRESS
A No
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
76
Proprietary Information of UnitedHealth Group
GROWT
H
HORMO
NE
DEFICIE
NCY GENOTROPIN No
Includ
ed
ONCOL
OGY -
ORAL
JAKA
FI Yes
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY HUMATROPE No
Includ
ed
ONCOL
OGY -
ORAL
JAYPI
RCA Yes
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY INCRELEX
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
KISQ
ALI No
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY NGENLA No
Includ
ed
ONCOL
OGY -
ORAL
KISQ
ALI
FEMA
RA No
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY NORDITROPIN No
Includ
ed
ONCOL
OGY -
ORAL
KOSE
LUGO Yes
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY NUTROPIN AQ No
Includ
ed
ONCOL
OGY -
ORAL
KRAZ
ATI Yes
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY OMNITROPE No
Includ
ed
ONCOL
OGY -
ORAL
LAPA
TINIB No
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY SAIZEN No
Includ
ed
ONCOL
OGY -
ORAL
LENA
LIDO
MIDE Yes
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY SEROSTIM
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
LENV
IMA Yes
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY SKYTROFA No
Includ
ed
ONCOL
OGY -
ORAL
LONS
URF Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
77
Proprietary Information of UnitedHealth Group
GROWT
H
HORMO
NE
DEFICIE
NCY SOGROYA No
Includ
ed
ONCOL
OGY -
ORAL
LORB
RENA Yes
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY ZOMACTON No
Includ
ed
ONCOL
OGY -
ORAL
LUMA
KRAS Yes
Includ
ed
GROWT
H
HORMO
NE
DEFICIE
NCY ZORBTIVE
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
LYNP
ARZA Yes
Includ
ed
HEMAT
OLOGIC BERINERT
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
MATU
LANE Yes
Includ
ed
HEMAT
OLOGIC CABLIVI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
MEKI
NIST Yes
Includ
ed
HEMAT
OLOGIC CINRYZE
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
MEKT
OVI Yes
Includ
ed
HEMAT
OLOGIC DOPTELET
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
MELP
HALA
N No
Includ
ed
HEMAT
OLOGIC EMPAVELI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
MESN
EX No
Includ
ed
HEMAT
OLOGIC FIRAZYR
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
NERL
YNX Yes
Includ
ed
HEMAT
OLOGIC HAEGARDA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
NEXA
VAR Yes
Includ
ed
HEMAT
OLOGIC ICATIBANT
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
NILA
NDRO
N No
Includ
ed
HEMATO
LOGIC MOZOBIL No
Include
d
ONCOL
OGY -
ORAL
NILUT
AMIDE No
Include
d
HEMAT
OLOGIC MULPLETA No
Includ
ed
ONCOL
OGY -
ORAL
NINL
ARO No
Includ
ed
HEMAT
OLOGIC OXBRYTA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
NUBE
QA Yes
Includ
ed
HEMAT
OLOGIC PLERIXAFOR No
Includ
ed
ONCOL
OGY -
ORAL
ODO
MZO No
Includ
ed
HEMAT
OLOGIC PROMACTA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ONUR
EG No
Includ
ed
HEMAT
OLOGIC REZUROCK
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ORGO
VYX Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
78
Proprietary Information of UnitedHealth Group
HEMAT
OLOGIC RUCONEST
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ORSE
RDU Yes
Includ
ed
HEMAT
OLOGIC SAJAZIR
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
PAZO
PANI
B Yes
Includ
ed
HEMAT
OLOGIC TAKHZYRO
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
PEMA
ZYRE Yes
Includ
ed
HEMAT
OLOGIC TAVALISSE
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
PIQR
AY No
Includ
ed
HEMOP
HILIA -
INFUSE
D ADVATE No
Includ
ed
ONCOL
OGY -
ORAL
POMA
LYST Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D ADYNOVATE No
Includ
ed
ONCOL
OGY -
ORAL
PURI
XAN No
Includ
ed
HEMOP
HILIA -
INFUSE
D AFSTYLA No
Includ
ed
ONCOL
OGY -
ORAL
PYRU
KYND Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D ALPHANATE/VON WILLEBRAND No
Includ
ed
ONCOL
OGY -
ORAL
QINL
OCK Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D ALPHANINE SD No
Includ
ed
ONCOL
OGY -
ORAL
RETE
VMO Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D ALPROLIX No
Includ
ed
ONCOL
OGY -
ORAL
REVLI
MID Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D ALTUVIIIO No
Includ
ed
ONCOL
OGY -
ORAL
ROZL
YTRE
K No
Includ
ed
HEMOP
HILIA -
INFUSE
D BENEFIX No
Includ
ed
ONCOL
OGY -
ORAL
RUBR
ACA Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D COAGADEX
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
RYDA
PT No
Includ
ed
HEMOP
HILIA -
INFUSE
D CORIFACT No
Includ
ed
ONCOL
OGY -
ORAL
SCEM
BLIX No
Includ
ed
HEMOP
HILIA -
INFUSE
D ELOCTATE No
Includ
ed
ONCOL
OGY -
ORAL
SORA
FENIB No
Includ
ed
HEMOP
HILIA -
INFUSE
D ESPEROCT No
Includ
ed
ONCOL
OGY -
ORAL
SPRY
CEL No
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
79
Proprietary Information of UnitedHealth Group
HEMOP
HILIA -
INFUSE
D FEIBA No
Includ
ed
ONCOL
OGY -
ORAL
STIVA
RGA Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D HEMOFIL M No
Includ
ed
ONCOL
OGY -
ORAL
SUNIT
INIB Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D HUMATE-P No
Includ
ed
ONCOL
OGY -
ORAL
SUTE
NT Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D IDELVION No
Includ
ed
ONCOL
OGY -
ORAL
TABL
OID No
Includ
ed
HEMOP
HILIA -
INFUSE
D IXINITY No
Includ
ed
ONCOL
OGY -
ORAL
TABR
ECTA No
Includ
ed
HEMOP
HILIA -
INFUSE
D JIVI No
Includ
ed
ONCOL
OGY -
ORAL
TAFIN
LAR Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D KOATE No
Includ
ed
ONCOL
OGY -
ORAL
TAGR
ISSO Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D KOATE-DVI No
Includ
ed
ONCOL
OGY -
ORAL
TALZ
ENNA Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D KOGENATE FS No
Includ
ed
ONCOL
OGY -
ORAL
TARC
EVA Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D KOVALTRY No
Includ
ed
ONCOL
OGY -
ORAL
TARG
RETIN No
Includ
ed
HEMOP
HILIA -
INFUSE
D MONONINE No
Includ
ed
ONCOL
OGY -
ORAL
TASIG
NA Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D NOVOEIGHT No
Includ
ed
ONCOL
OGY -
ORAL
TAZV
ERIK Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D NOVOSEVEN RT No
Includ
ed
ONCOL
OGY -
ORAL
TEMO
DAR No
Includ
ed
HEMOP
HILIA -
INFUSE
D NUWIQ No
Includ
ed
ONCOL
OGY -
ORAL
TEMO
ZOLO
MIDE No
Includ
ed
HEMOP
HILIA -
INFUSE
D PROFILNINE No
Includ
ed
ONCOL
OGY -
ORAL
TEPM
ETKO Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
80
Proprietary Information of UnitedHealth Group
HEMOP
HILIA -
INFUSE
D REBINYN No
Includ
ed
ONCOL
OGY -
ORAL
THAL
OMID Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D RECOMBINATE No
Includ
ed
ONCOL
OGY -
ORAL
TIBSO
VO Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D RIXUBIS No
Includ
ed
ONCOL
OGY -
ORAL
TRETI
NOIN No
Includ
ed
HEMOP
HILIA -
INFUSE
D SEVENFACT No
Includ
ed
ONCOL
OGY -
ORAL
TRUS
ELTIQ Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D TRETTEN
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
TUKY
SA Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D VONVENDI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
TURA
LIO Yes
Includ
ed
HEMOP
HILIA -
INFUSE
D WILATE No
Includ
ed
ONCOL
OGY -
ORAL
TYKE
RB No
Includ
ed
HEMOP
HILIA -
INFUSE
D XYNTHA No
Includ
ed
ONCOL
OGY -
ORAL
VENC
LEXT
A Yes
Includ
ed
HEMOPH
ILIA -
INJECTA
BLE HEMLIBRA
Ye
s
Include
d
ONCOL
OGY -
ORAL
VERZ
ENIO Yes
Include
d
HEPATI
TIS C EPCLUSA No
Includ
ed
ONCOL
OGY -
ORAL
VITR
AKVI Yes
Includ
ed
HEPATI
TIS C HARVONI No
Includ
ed
ONCOL
OGY -
ORAL
VIZIM
PRO Yes
Includ
ed
HEPATI
TIS C LEDIPASVIR/SOFOSBUVIR No
Includ
ed
ONCOL
OGY -
ORAL
VONJ
O Yes
Includ
ed
HEPATI
TIS C MAVYRET No
Includ
ed
ONCOL
OGY -
ORAL
VOTR
IENT Yes
Includ
ed
HEPATI
TIS C PEGASYS No
Includ
ed
ONCOL
OGY -
ORAL
WELI
REG Yes
Includ
ed
HEPATI
TIS C SOFOSBUVIR/VELPATASVIR No
Includ
ed
ONCOL
OGY -
ORAL
XALK
ORI Yes
Includ
ed
HEPATI
TIS C SOVALDI No
Includ
ed
ONCOL
OGY -
ORAL
XELO
DA No
Includ
ed
HEPATI
TIS C VIEKIRA PAK No
Includ
ed
ONCOL
OGY -
ORAL
XOSP
ATA Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
81
Proprietary Information of UnitedHealth Group
HEPATI
TIS C VOSEVI No
Includ
ed
ONCOL
OGY -
ORAL
XPOV
IO Yes
Includ
ed
HEPATI
TIS C ZEPATIER No
Includ
ed
ONCOL
OGY -
ORAL
XTAN
DI Yes
Includ
ed
HEPAT
OLOGY BYLVAY
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
YONS
A No
Includ
ed
HEPAT
OLOGY LIVMARLI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ZEJUL
A Yes
Includ
ed
HEREDI
TARY
ANGIO
DEMA ORLADEYO
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ZELB
ORAF Yes
Includ
ed
IGA
NEPHR
OPATH
Y FILSPARI
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ZOLI
NZA No
Includ
ed
IMMUN
E
MODUL
ATOR ACTIMMUNE
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ZYDE
LIG Yes
Includ
ed
IMMUN
E
MODUL
ATOR ARCALYST
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ZYKA
DIA Yes
Includ
ed
IMMUN
OLOGIC
AL
AGENT
S JOENJA
Ye
s
Includ
ed
ONCOL
OGY -
ORAL
ZYTI
GA No
Includ
ed
IMMUN
OLOGIC
AL
AGENT
S LUPKYNIS
Ye
s
Includ
ed
ONCOL
OGY -
TOPICA
L
TARG
RETIN No
Includ
ed
IMMUN
OLOGIC
AL
AGENT
S PALFORZIA
Ye
s
Includ
ed
ONCOL
OGY -
TOPICA
L
VALC
HLOR Yes
Includ
ed
IMMUN
OLOGIC
AL
AGENT
S TAVNEOS
Ye
s
Includ
ed
OPHTH
ALMIC
OXER
VATE Yes
Includ
ed
INFERTI
LITY CETRORELIX No
Includ
ed
OSTEO
POROSI
S
FORT
EO No
Includ
ed
INFERTI
LITY CETROTIDE No
Includ
ed
OSTEO
POROSI
S
TERIP
ARAT
IDE No
Includ
ed
INFERTI
LITY CHORIONIC GONADOTROPIN No
Includ
ed
OSTEO
POROSI
S
TYML
OS No
Includ
ed
INFERTI
LITY FOLLISTIM AQ No
Includ
ed
PARKI
NSONS
DISEAS
E
APOK
YN Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
82
Proprietary Information of UnitedHealth Group
INFERTI
LITY FYREMADEL No
Includ
ed
PARKI
NSONS
DISEAS
E
APOM
ORPH
INE Yes
Includ
ed
INFERTI
LITY GANIRELIX ACETATE No
Includ
ed
PARKI
NSONS
DISEAS
E
INBRI
JA Yes
Includ
ed
INFERTI
LITY GONAL-F No
Includ
ed
PARKI
NSONS
DISEAS
E
KYN
MOBI No
Includ
ed
INFERTI
LITY GONAL-F RFF No
Includ
ed
PULMO
NARY
DISEAS
E
ESBRI
ET No
Includ
ed
INFERTI
LITY MENOPUR No
Includ
ed
PULMO
NARY
DISEAS
E OFEV Yes
Includ
ed
INFERTI
LITY NOVAREL No
Includ
ed
PULMO
NARY
DISEAS
E
PIRFE
NIDO
NE No
Includ
ed
INFERTI
LITY OVIDREL No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
ADCI
RCA No
Includ
ed
INFERTI
LITY PREGNYL No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
ADEM
PAS Yes
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS ABRILADA No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N ALYQ No
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS ACTEMRA No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
AMBR
ISENT
AN Yes
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS ADALIMUMAB-ADAZ No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
BOSE
NTAN No
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS ADALIMUMAB-ADBM No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
LETAI
RIS Yes
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS ADALIMUMAB-FKJP No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
LIQRE
V Yes
Includ
ed
INFLAM
MATOR ADBRY
Ye
s
Includ
ed
PULMO
NARY
OPSU
MIT Yes
Includ
ed
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
83
Proprietary Information of UnitedHealth Group
Y
CONDIT
IONS
HYPER
TENSIO
N
INFLAM
MATOR
Y
CONDIT
IONS AMJEVITA No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
OREN
ITRA
M Yes
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS BIMZELX No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
REVA
TIO No
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS CIBINQO No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
SILDE
NAFIL No
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS CIMZIA No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
TADA
LAFIL No
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS COSENTYX No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
TADL
IQ Yes
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS CYLTEZO No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
TRAC
LEER No
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS DUPIXENT No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
TYVA
SO Yes
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS EMFLAZA
Ye
s
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
UPTR
AVI Yes
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS ENBREL No
Includ
ed
PULMO
NARY
HYPER
TENSIO
N
VENT
AVIS* Yes
Includ
ed
INFLAM
MATOR
Y
CONDIT
IONS HADLIMA No
Includ
ed
*Includes
Nebulize
r
1Q 2024
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2 Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D.Describe each employment or business and family relationship with the local government officer named in this section.
4 I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
X
June 12, 2024
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
United Healthcare Services, Inc.
Exhibit E-CIQ
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Docusign Envelope ID: ACAEC6EE-63CA-4F3B-BA7C-3AA036880961
Certificate Of Completion
Envelope Id: ACAEC6EE63CA4F3BBA7C3AA036880961 Status: Completed
Subject: Please DocuSign: City Council 8577 Medical Network & Claims Administrators/Pharmacy Benefit
Source Envelope:
Document Pages: 86 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 2 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
9/5/2024 11:09:22 AM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/5/2024 11:37:13 AM
Viewed: 9/5/2024 11:37:22 AM
Signed: 9/5/2024 11:37:32 AM
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: 9/5/2024 11:37:40 AM
Viewed: 9/5/2024 1:15:28 PM
Signed: 9/5/2024 1:16:52 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Misty Hambright
misty.hambright@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/5/2024 1:17:00 PM
Viewed: 9/5/2024 1:18:31 PM
Signed: 9/5/2024 1:18:49 PM
Electronic Record and Signature Disclosure:
Accepted: 9/5/2024 1:18:31 PM
ID: 8a87dc87-8c13-4e61-91dc-6594d01054dc
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior 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: 9/5/2024 1:18:57 PM
Viewed: 9/5/2024 1:30:48 PM
Signed: 9/5/2024 1:35:59 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Jennifer Dumas
jennifer_dumas@uhc.com
Regional Contract Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 136.226.73.34
Sent: 9/5/2024 1:36:08 PM
Viewed: 9/5/2024 4:05:26 PM
Signed: 9/5/2024 4:06:14 PM
Electronic Record and Signature Disclosure:
Accepted: 9/5/2024 4:05:25 PM
ID: 8621e990-213b-4798-80a6-e11d96cf9d7a
Megan Gilbreath
Megan.Gilbreath@cityofdenton.com
HR Director
City of Denton - Human Resources
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/5/2024 4:06:23 PM
Viewed: 9/5/2024 4:32:45 PM
Signed: 9/5/2024 4:33:17 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 9/5/2024 4:33:27 PM
Viewed: 9/18/2024 9:12:44 AM
Signed: 9/18/2024 9:12:58 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: 47.190.47.120
Signed using mobile
Sent: 9/18/2024 9:13:06 AM
Viewed: 9/18/2024 9:48:28 AM
Signed: 9/18/2024 9:48:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lauren Thoden
lauren.thoden@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/18/2024 9:48:43 AM
Viewed: 9/18/2024 11:06:56 AM
Signed: 9/18/2024 11:07:11 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 9/5/2024 11:37:40 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/5/2024 4:33:25 PM
Viewed: 9/6/2024 8:30:23 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2024 11:07:19 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Misty Hambright
misty.hambright@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2024 11:07:20 AM
Electronic Record and Signature Disclosure:
Accepted: 9/5/2024 1:18:31 PM
ID: 8a87dc87-8c13-4e61-91dc-6594d01054dc
Martha Skinner
martha_skinner@uhc.com
Associate Contract Manager
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2024 11:07:22 AM
Electronic Record and Signature Disclosure:
Accepted: 3/13/2023 4:14:00 PM
ID: 4d422b67-de89-47bd-b182-2b9594a562f0
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/5/2024 11:37:13 AM
Certified Delivered Security Checked 9/18/2024 11:06:56 AM
Signing Complete Security Checked 9/18/2024 11:07:11 AM
Completed Security Checked 9/18/2024 11:07:22 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Misty Hambright, Jennifer Dumas, Misty Hambright, Martha Skinner
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.