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2012-244oxDnv�vcE No. 2012-244 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A TWO YEAR CONTRACT FOR ADMINISTR.ATNE SERVICES ONLY (ASO) FOR MEDICAL AND PHARMACY BENEFITS AND EMPLOYEE ASSISTANCE PROGRAM FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 4956-ADMINISTRATIVE SERVICES ONLY (ASO) FOR MEDICAL AND PHARMACY BENEFITS AND EMPLOYEE ASSISTANCE PROGR.AM (EAP) AWARDED TO UNITED HEALTHCARE SERVICES,INC. IN THE ANNUAL ESTIMATED AMOUNT OF $601,779.36 FOR ASO AND $27,074.40 FOR THE EAP FOR A TOTAL ANNLJAL ESTIMATED AMOUNT OF $628,853.76 AND FOR A TWO YEAR ESTIMATED EXPENDITURE OF $1,257,707.52). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase of Insurance Consultant Services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 4956 United Healthcare Services, Inc. $1,257,707.52 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to talce any actions that may be required or permitted to be performed by the City of Denton under RFP 4956 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ��%�� day of Q.�.t�, 2012. , � / -� (� .--�%�• �� ^- �.. MARK A. B OUGH , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY � BY: APPRO D AS O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: � 6-ORD- P 4956 C�NTRACT #�956 BY AND B�TWEEN CYTY OF DENTOlV�, TEXAS AND UNIT�DHEALTHCARE THIS C4N7.'�tACT is made a�d entered into this I lt�' day of September A.D., 2012, by and between United HealthCare Services. Inc, a colporation, whose address is 9900 Bren Raad East, MN008 T390, Mnuietonlca, MN 55343-4402, he�•eina#ter refeixed to as "Supplier," and the CITY 4F DENTON, �'�XAS, a home xule munici�al coiporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Catincil and subsequent execution of this Contract by ihe Denton City Manager or kis duly authorized designee. For and in considexatio� of the covenants and agreements contained herein, and For the mutuaX bene�ts to be obtained hereby, the parties agree as follows: SCOPE OF SERVYCES Supplier shall px•ovide px•oducts oz• se�•vices in aecordance tivith the Supplier's proposal in �•espoz�se thereto, a copy oi which is attached h�r�to and incorporated herein for aIl puzposes as Exhibit "D"'. The Contract cansists of this wiitten a�reement and the following items wl�ich are attached hereto and incorparated herein by reference; (a) Adnainiskz•atzve Services Agreement (b) City af Deilton RFP 4956, including: (c) Contractor's respanse to Pricing section and negotiated best and �nal offer (d) Contz�actox�'s x•esponse to Scope of Work and Serviees (e) Con.tx�actor's response to Payment and Pei�forniance Requiremen#s ( fl Contractor's response to Standard Tei�ns and Canditipns (g) Contractor T�ocumentation from Solicitation. These doczizxi.ents nnake up the Cont�•act documants and what is called for by one shali be as binding as if called for by all. In the e�vent of an inconsistency or conflict in any of the pro�c�isions of the Coni�act documents, the inconsistency ox conflict shall be resolved by giving precedence first to the written agreement then to tl�e contract documents in the oader in which they are listed above. These documents shall 6e referred to collectively as "Contract ]aocuments." IN WITNESS WHEREO�', the parties of these presents have executed this agreement in the year and day fust above written. � ATTEST: APPROVED AS TO FORM; � BY: ITA BURGESS, CI Y AT RNEY (SEAL) , ..�� %�� c�, � CONTRA.CTO�Z ,_ ��Li F'C�1 r�c� 1 �c1'��% i.l �- �n� I ?SD ' MAILING ADDRESS �/C��T - � 33 - ��S"��— PHONE NUIQBER �%� l - �,�3 - ��iv _ /f�X NUM G---•-� BY: AUTHORIZED SIGNAT�7RE l�"�-�J rr� C�..S ��. � c �� PRINTED NAME, TITLE (SEAL) ��P SANDY K. PETERSON t a Notary Puhlic ;� STA i E OF TEXAS My Comm. Exp. Jul. 09, 2015 �/ I �/I � EXHIBIT D Administrative Services Agreement ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement") between United HealthCare Insurance Company ("Our," "Us," or "We" in this Agreement) and City of Denton ("You" ar"Your" in this Agreement) is effective January 1, 2009 ("Effective Date"). This A�eement covers the services We are providing to You, either directly ar in conjunction with one of Our a�liates, for use with Your self-funded employee benefit plan. United HealthCare Insurance Company identifies this arrangement as Contract No.: 715130. By si� ing below, each party agrees to the terms of this Agreement. United HealthCare Insurance Company 450 Columbus Boulevard Hartford, CT 06115-0450 � Authorized Signature Print Name Print Title Date SI c� t� .� � t., reS City of Denton 601 East Hickory, Suite Denton, TX 76205 � � Authorized Signature Print Name Print Title Date a��u�1�e��r� 0`n a� � UHCASA05 (Oct 07} Table of Contents Section1 - Definitions ................................................:...................................:............................................2 Section 2- Employee Benefit Plan: Your Responsibilities .........................................................................4 Section 3- Your Other Responsibilities ......................................................................................................4 Section 4 - Services Provisions ...................................................................................................................5 Section5 - Service Fees ............................................................................................................................12 Section 6- Providing Funds for Benefits ..................................................................................................13 Section7- Term Of The Agreement .........................................................................................................14 Section 8- Termination Of The Agreement ..............................................................................................15 Section 9- Records, Tnformation, Audits ..................................................................................................15 Section10 - System Access .......................................................................................................................16 Section 11 - Taxes And Assessments ........................................................................................................17 Section12 - Indemnification .....................................................................................................................17 Section 13 - Plan Benefits Litigation .........................................................................................................17 Section14 - Mediation ..............................................................................................................................18 Section1'S - Miscellaneous ........................................................................................................................18 EXHIBITA - SERVICE FEES .....................................................................................................................20 EXHD3IT B- BUSINESS ASSOCIATE ADDENDUM TO ADMINISTRATNE SERVICES AGREEMENT..............................................................................................................................................21 Section 1 - Definitions When these terms are capitalized in the Agreement they have the meanings set forth below. The words may be singular or plural. Agreement Period: The period of twelve (12) months commencing on the Effective Date as�d automatically continuing for additional 12-month periods until the Agreement is terminated. Bank: JPMorgan Chase Bank, New York, New York. Bank Account: Benefits Demand Deposit Bank Account maintained for the payment of Plan benefits, expenses, and fees. Employee: A current or former employee of You or an Affiliated Employer. ERISA: Employee Retirement Income Security Act of 1974, as amended from time to time. Il2C: The United States Internal Revenue Code, as amended from time to time. Managed Care Network: The group of Network Providers VJe make 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: The physician, or medical professional or facility which participates in a Managed Care Network. A provider is only a Network Provider if they are participating in a Managed Care 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 who is covered by the Plan. PHI: Any information We receive or provide on behalf of the Plan which is considered Protected Health Information as the term is defined in the privacy regulations of the Health Insurance Portability and Accountability Act of 1996. "Plan: The plan to which this Agreement applies, but only with respect to those provisions of the plan relatang to the Self-funded health benefits We are administering, as described in the Summary Plan Description. Plan Administrator: The current or succeeding person, committee, partnership, or other entity designated the Plan Administrator who is generally responsible for the Plan's operation. Proprietary Business Information: Information about Your business or Our business that is confidential, proprietary, trade secret or is not readily available to the general public; or, information that has been designated by You or Us as confidential or proprietary, Proprietary Business Information may be referred to as "Your Proprietary Business Information" or "Our Proprietary Business Information", as applicable, throughout this Agreement. Our Proprietary Business Information shall include, but not be limited to, financial provisions related to prescription drug products covered under the medical benefit. 2 Rebates: All rebates, discounts or other financial incentives (whether access, base, Prescription Drug List (PDL), incentive, market share, volume, or other), administrative fees, and any interest thereon which We receive from an intermediary that contracts on Our behalf ("Intermediary"), or directly, and are obtained in connection with prescription drug products dispensed to Participants under the Plan's medical beneft under this Agreement. Rebates do not include any amounts retained by an intertnediary as compensation for its services or any purchasing discounts obtained by an intermediary or specialty pharmacy when purchasing drug products for distribution. Rebates to customers are administered and paid under the medical benefit plan as outlined in this A�eement. Self-Fund or Self-Funded: Means that You, on behalf of the Plan, have the sole responsibility to pay, and provide funds, to pay for all Plan benefits. We have no liability or responsibility to provide these funds. This is true even if We or Our affiliates provide stop loss insurance to You. Standard of Care: In providing all services set forth in this Agreement, we shall use the care; skill, prudence and diligence under the circumstances then prevailing that a prudent claims adtniuistrator acting in a like capacity and familiar with such matters would use. Employee Beneiit Booklet: The document(s) You provide to. Plan Participants describing the terxns and conditions of coverage offered under the Plan. Systems: Means the systems We own or make available to You to facilitate the transfer of information in connection with this Agreement. Tax or Taxes: A charge imposed, assessed or levied by any federal, state, local or other govemmental entity. f Urgent Care Claims: A claim for medical services and supplies which meets ERISA's definition of Urgent Care Claim. Section 2- Employee Benefit Plan: Your Responsibilities Section 2.1 Responsibility for the Plan. We are not the Plan Administrator of the Plan. Any references in this Agreement to Us "adtninistering the Plan" are descriptive only and do not confer upon Us anything beyond certain agreed upon claun administration duties. Except to the extent this Agreement specifically requires Us to have the fiduciary responsibility for a Plan administrative function, You accept total responsibility for the Plan for purposes of this Agreement including its benefit design and compliance with any laws that apply to You or the Plan, whether or not You or someone You designate is the Plan Aduiinistrator. Section 2.2 Plan Consistent with the Agreement. You represent that Plan documents, including the Employee Benefit Booklet'as described in Section 4.19, are consistent with this Agreement. Nevertheless, before distributing any communications that change the Plan benefits or provisions to Participants or third parties; You will provide Us with copies of the Employee Benefit Booklet and Employee communications which refer io Us or Our services prior to distributing these materials to Employees or third parties. You will amend them if We reasonably determine that references to Us are not accurate, or any Plan provision is not consistent with this Agreement or the services that We are providing. Section 2.3 Plan Changes. You must provide Us with notice of any changes to the Plan or Employee Benefit Booklet within a reasonable period of time prior to the effective date of the change to allow Us to deternii.ne if such change will alter the services We provide under this Agreement. Any change in the services to be provided by Us under this Agreement which would be caused by any such Plan changes must be mutually agreed to in writing prior to implementation of such change. We will notify You if (i) the change increases Owr cost of providing services under this Agreement or (ii) VJe are reasonably unable to implement or adurinister the change. If the parties cannot agree to a new fee within (30) thirty days of the notice of the new fee or if We notify You that We are unable to reasonably implement or admiuister the change, We shall have no obligation to unplement or administer the change, and You may terminate this Agreement upon (60) sixty days written notice. . Section 2.4 Affiliated Employers. You represent that together You and any of Your affiliates covered under the Plan make up a single "controlled group" as defined, by the IRC. You agree to provide Us with a list of Your af�liates covered under the Plan upon request. Section 3- Your Other Responsibilities Section 3.1 Eligibility Information. You will tell Us which of Your Employees, their dependents and/or other persons are Participants. This information must be accurate and provided to Us in a timely manner and in an agreed upon format. You will notify Us of any change to this information as soon as reasonably possible. We will be entitled to rely on the most current information in Our possession regarding eligibility of Participants in paying Plan benefits and providing other services under this Agreement. We will not be required to make retroactive eligibility changes going back more than 120 days that require Us to process or reprocess claims, but if We agree to do so, additional fees may apply, Any charges would be disclosed to You and mutually agreeable to both parties prior to being incuired. Section 3.2 Notices to Participants. You will give Participants the infortnation and documents they need to obtain benefits under the Plan within a reasonable period of time before coverage begins. In the event this Agreement is discontinued, You will notify all Participants that the services We are providing under this Agreement are discontinued. Section 3.3 Escheat. You are solely responsible for complying with all applicable abandoned pr�perty or escheat laws, making any required payments, and filing any required reports. . Section 3.4 Claims by Other Parties. In the event a third party pursues a claim against Us as the claims administrator (e.g. a claim raised by the federal government based on the federal Medicare Secondary Payor � laws), and to the extent allowed by Texas law, You will� indemnify and hold Us harmless with respect to such third party claim, including all costs in defending against any allegation or handling such claim, except as otherwise indicated in Section 12.2. This provision shall survive the termination of this Agreement. Section 4 - Services Provisions Section 4.1 Claims Processing. Claims for Plan benefits must be submitted in a form that is satisfactory to Us in order for Us to detemiine whether a benefit is payable under the Plan's provisions. In applying the Plan's provisions, We will use claim procedures and standards that We develop for benefit claim determination. You delegate to Us the discretion and authority to use such procedures and standards. The rate of accuracy of benefit payments shall be consistent with the accuracy rate that a reasonably prudent claims admiuistrator would be expected to achieve under similar circumstances. Section 4.2 Benefit Determination and Appeals. You appoint Us a named fiduciary under the Plan with respect to (i) performing initial benefit detemiinations and payment, (ii) performing the fair and impartial review of first level appeals, and (iii) performing the fair and impartial review of second level appeals. As such, You delegate to Us the discretionary autharity to (i) consirue and interpret the terms of the Plan, (ii) to determine the validity of charges submitted to Us under the Plan, and (iii) make final, binding determinations conceming the availability of Plan benefits. If it is determined that a benefit is payable, We will issue a check for, ar otherwise credit the benefit payment to the appropriate payee. If We deny a Plan benefit claim, the claimant shall have the appeal rights set forth in the Employee Benefit Booklet, and/or which are required under applicable law. If We determine that all or a part of the benefit is not payable under the Plan, We will notify the claimant of the adverse benefit deternunation and of the claimant's right to appeal the adverse benefit determination. This notification will be designed to comply with applicable requirements for adverse benefit determ�nation notices. If, after the exhaustion of the two levels of appeal with Us, We determine that the Plan benefit is still not available, We will notify the claimant that the adverse benefit deteimination has been upheld. This notice will be designed to comply with the applicable requirements for adverse benefit determination notices. This determination will be final and binding on the claimant; and all other interested parties. Appeals of Urgent Care Claims Notwithstanding the foregoing, with respect to Urgent Care Claims, We will conduct one review of a denied Urgent Care Claim and issue a fmal determination as soon as possible but not later than 72 hours.from receipt of the request to appeal. Section 4.3 Managed Care Network Services. We will make a Managed Care Network available to Participants. The neiwork will be located in mutually agreeable geographical sites with Network Providers who render health care and/or mental health and substance abuse care. We will maintain directories of Network Providers, and will periodically update such directories on Our telephonic and online systems. The make-up of the Managed Care Network can change at any time. Notice will be given in advance or as soon as reasonably possible. We will maintain a grievance process so that Participants may obtain assistance with, and express their opinions about, their use of the Managed Care Network. We do not employ Network Providers and they are not Our 'agents or pariners. Network Providers participate in Managed Care Networks only as independent contractors. Network Providers and the Participan'ts are solely responsible for any health care services rendered to Participants. We are not responsible for the medical outcomes or the quality or competence of any provider or facility render.ing services, including Network Pharmacies, or the payment for services rendered by the provider or facility. Section 4.4 Health Care Medical Management Services. We will provide Our Care CoordinationsM services in accordance with the provisions contained in this section. The Care CoordinarionSM program focuses on offering education, accelerating access to care and providing surveillance and monitoring of chronic conditions. Our Care CoordinationSM services include the review of Participants' diagnosis and proposed health care treatments with respect to whether or not the service is appropriate to treat the condition. The services are designed to facilitate Participant education, identify and prevent delays in treatments, and provide intervention with respect to Participants' health care needs that are highly likely to drive utilization and medical expenses of the Plan. We will review health care services and supplies to determine whether they are covered services under the Plan. If We determine that services or supplies are not covered under the Plan, then We will provide the appeal services outlined in Section 4.2 of the Agreement. Section 4.5 Health Care Case Management Services. VJe may provide, when appropriate for the individual Participant, certain case management services. These services are designed to provide a proactive, systematic process of health care coorclination, including the evaluation of inpatient, outpatient and ancillary services, Participant education, the review of the short term outpatient care needs and where appropriate, coordination and facilitation of discharge planning needs. The above services address the unmet health care needs of Participants who are not eligible for a disease management program under the Plan but are at significant risk for declining health status and high medical expenses. We also provide an Alternative Care Proposal program (ACP) which offers benefit coverage for certain health care services. We have designed this program for the diagnosis and/ar treatrnent of a particular Participant's illness or injury. It provides appropriate and cost effective health care services and supplies alternatives that would otherwise not be covered by the Plan. The Plan will pay for and cover as Plan benefits the health care services and supplies contained in the ACP program. You consent to Our use and administration of the ACP program and delegate to Us the discretion and authority to develop and revise ACPs. We will work with Participants who satisfy the criteria for participation in case management services to develop a program of benefit coverage with appropriate and cost-effective health care services and supplies for the dia�osis and/or treatment of the Participant's condition. If the Participant and health care provider are not willing to participate in the process, We will not provide these services. Section 4.6 Transplant Bene�t Management Services. Your Plan has agreed to adopt Transplant Benefit Management Services, as described below. a. U.R.N. Transplant Network Access. We agree to provide You access to a network of credentialed transplant programs. Transplant services rendered by those facilities, and the discounted rates for those services, are available to You based upon the contractual relationship between Our affiliate, United Resource _ Networks (U.R.N.) and the facilities contained witivn the U.R.N. Transplant Network. Access to these relationships is made available to all Participants who need transplant- related services. U.R.N. determines what transplant programs are qualified for participation in the U.R.N. Transplant Network and will provide You with a list of those programs. The list of participating programs changes from time to time and You and the Participants may view an updated list on the U.R.N. client website ar request that a current list be provided by U.R.N. You agree to amend the :Plan consistent with the changes made to the list of participating programs within a reasonable period of iime after notice is given. The following services and supplies offered by a participatiug transplant program are typically included in the U.R.N. Transplant Network contractual relationship: evaluation of the Participant far transplant; donor searches; organ acquisition and procurement; hospital and physician fees; transplant procedures; and follow-up care for a period up to one year after the transplant. You agree that the Plan will pay for and cover as Plan benefits the services and supplies rendered to Participants in a participating program in accordance with this section. You delegate to Us the discretion and authority to approve for payment under the Plan those services and supplies rendered to Participants for transplant services rendered at participating programs. Transplant services rendered at programs that do not participate in the U.RN. Transplant Network are not eligible for coverage under the Plan. U.R.N. is not responsible for the medical outcomes of any provider or facility rendering services, or the payment for services rendered by the provider or facility. Section 4.7 Cancer Resource Services. We agree to provide eligible Plan Participants access to a neiwork of providers far Oncology Services. The term "Oncology Services" as used in this section includes health care services and supplies rendered for the treatment of a condition that has a primary or suspected diagnosis relating to oncology. Oncology Services rendered by these providers, and the discounted rates for these services, are available to You based on the contractual relationship betvreen Our aff'iliate, United Resource Networks (U.R.N.), and these providers. You agree that the Plan will pay for and cover as Plan benefits Oncology Services, which includes supplies, rendered to Participants in accordance with this section. You delegate to Us the discretion and authority to reprice clairns for Oncology Services and approve for Plan payment services and supplies rendered to Plan Participants under this Section.. Section 4.8 Neonatal Resource Services. We, through Our affiliate, United Resource Networks (U.R.N.) will provide Neonatal Resource Services ("NRS") to eligible Participants. NRS may include access to registered nurses with training and experience in neonatal care for evaluation and coardination of neonatal care plans and 1�ICU facilities, discharge planning, post-discharge support, resources for parents and families of neonates, and integration with other applicable care management programs We provide to You as set forth in this Agreement. Section 49 Kidney Resource Services. We, tl�rough Our affiliate, United Resource Networks ([I.R.N.) will provide Kidney Resource Services ("KRS") to eligible Participants. KRS may include access to specialized consulting services to eligible Participants with end-stage renal disease or chronic kidney disease, as well as access to a network of dialysis centers. Section 4.10 Claim Recovery Services, We will provide recovery services for Overpayments. We will reunburse you for, and you will not be responsible for recovery costs associated with any Overpayments made by us due to our failure to act in accardance with the Standard of Care as determined by a court or other tribunal having jurisdiction of the matter. Section 4.11 Third Party Liability Recovery. We will provide services to recover Plan benefits that were paid and are recoverable by the Plan because payment was or should have been made by a third party for the same medical expense (other than in connection with coordination of benefits, Medicare, or other Overpayments). This is referred to as "Third Party Liability Recovery" (or "subrogation"). You will not engage any entity except Us to provide the services described herein without Our prior approval. Section 4.12 General Provisions Applicable to Sections 4.10 and 4.11. You will be charged fees when any of the services described in Sections 4.10 and 4.11 are provided by Us through a subcontractor or affiliate, as set forth in Exhibit A. The fees are deducted from the actual recoveries. You will be credited with the net amount of the recovery. We will provide You with a written notice of the basis of the fees for which You are charged and, advance notice of any material changes in such fees or Our recovery services. You delegate to Us the discretion and authority to develop and use standards and procedures for any recovery under Sections 4.10 and 4.11, including but not limited to, whether or not to seek recovery, what steps to take if We decide to seek recovery, and the circumstances under which a claim may be compromised or settled for less than the full amount of the claim. You acloiowledge that use of Our standards and procedures may not result in full or partial recovery for any particular case. We will not pursue any recovery if it is not permitted by any applicable law, or if recovery would be impractical. In some instances, We may be able to obtain overpayment recoveries by applying (or offsettin�) the overpayment against future payments to the provider made by Us. In effectuating overpayment recoveries through offset, We will follow Our established.overpayment recovery rules which include, among other things, the prioritization of overpayment credits based on the age of the overpayment in Our system and funding type. In Our 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, a plan may in some instances receive the benefit of an overpayment recovery before We actually receive the funds from the provider. Conversely, We may receive the funds before a 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 t.�rou�h offset will be identified in the monthly reconciliation report provided to the designated representative for Your Plan. We may initiate litigation to recover payments, but We have no obligation to do so. If We initiate litigation, You will cooperate with Us in the litigation. If this Agreement terminates, or, if Our recovery services terminate, We can continue to recover any payments We are in the process of recovering. The appropriate fees will continue to be deducted from the actual recovery, when and if a recovery is obtained. Section 4.13 Abuse and Fraud Management. We or Our affiliate will provide services related to the detection, prevention, and recovery of abusive and fraudulent claims. Our Abuse and Fraud Management processes will be based upon Our proprietary and confidential procedures, modes of analysis and investigations. We will use these procedures and standards in delivering Abuse _and Fraud Management services to You and Our other customers. These procedures and standards include, but are not limited to: whether or not to seek recovery, what steps to take if We decide to seek recovery, and under what circumstances to compromise a claim or settle for less than the full amount. You delegate to Us the discretion and authority to use such procedures and standards, including the authority to undertake actions, including legal actions, which have the largest impact for the largest number of customers. You aclrnowledge that the use of these procedures and standards may not result in full or partial recovery or in full recovery for any particular case. We do not guarantee or warranty any particular level of prevention, detection, or recovery. We agree to perform Abuse and Fraud Management services pursuant to the industry standards for such services. For each fraud and abuse recovery, a fee will apply as set forth in Exhibit A. This fee includes all work to identify recovery opportunities, research, conduct data analysis, investigate, negotiate settlements without the use of outside counsel, draft legal documents, and We will credit the recovery amount to You. If outside counsel is retained for a group of payers seeking the recovery, a proportionate amount of the outside legal fees, equal to the payer's exposure in the case to the total exposure in the case, will be deducted from the gross recovery amount, after the fee has been deducted. You will be given the option to participate or decline participation in the settlement. If this Agreement terminates, or if Our claim recovery services terminate, We can elect to continue fraud and abuse recoveries that are i� progress, and the fees will continue to apply. Section 4.14 Assistance with General Plan Administration. We will provide adulinistrative services including (i) administration forms and service orientation, (ii) a toll-free customer service telephone line for Participauts, (iii) enrollment support, and (iv) identification cards for Participants. Custom services, such as special forms or aciministrative support that exceeds the level standardly offered to Our self-funded customers will be subject to an additional fee determined by Us. Any additional charges will be revealed and mutually agreed to by both parties prior to an invoice being generated. We will provide You with Our standard reports for self-funded customers. You may request that We provide additional reports. If We agree to provide them, an additional cost may apply. If reports are provided through Our Systems, We further reserve the right, from time to time, to change the content, format and/or type of Our standard reports You may request that We provide services in addition to those set forth in this Agreement. If We agree to provide them, those services will be governed by the terms of this Agreement, unless otherwise specified in an amendment to this Agreement. You will pay an additional fee, determined by Us, for ,these additional services. Section 4.15 Empioyee Benefit Booklet. We will prepare a customized draft of a Employee Benefit Booklet necessary for each plan ("EBB"). For purposes of this provision, plan means each individual plan design administered by Us. We will provide reasonable number of drafts, in response to Your comments, and a fmal draft EBB in electronic form. The EBB will be in English. We will print each EBB in Our standard size and with Our standard cover in a quantity equal to 110% of the number of Employees participating in the plan, and ship to a single location. You agree to distribute these EBBs in accordance with applicable laws. You will also furnish additional EBB information as may be required under applicable laws. You will be responsible for the legal su�ciency of the EBB, including any legally required information. Section 4.16 Electronic Standard Transactions. We will comply with all applicable provisions of the Standards for Electronic Transactions Regulation (the "Standards"). We will also require any of Our contractors, subcontractors, or other agents that assist Us in conducting standard transactions to comply with the Standards in writing. We will not (i) change the definition, data condition, or use of a data element or segment as prohibited in the Standards, (ii) add any data elements or segments to the maximum defined data set as prohibited in the Standards, (iii) use any code or data elements that are either marked "not used" in the Standards' implementation specification or are not in the Standards' implementation specification(s), or (iv) change the meaning or intent of the Standards' implementation specifications(s). Section 417 Health Insurance Portability and Accountability Act of 1996. We will produce Certification of Coverage forms for Participants who have lost or lose coverage under the Plan on or after the Effective Date of this Agreement, as required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). This certification will be based on eligibility and tem7ination data that You will provide Us in accordance with Our data specifications. The Certification of Coverage forms will only include periods of coverage for which We have administered the Plan. The Certification of Coverage forxns will be based only on data that is currently indicated and available to Us in Our eligibility systems as of the date that the form is generated. We will give You reasonable advance norice of all additional data requirements for form completion and You agree to provide that information on a tunely basis. We reserve the right to discontinue providing this service if You do not provide the data We request in a timely manner. Section 4.18 Medical Benefit Drug Rebate Payments. From time to tune, We or an intermediary may negotiate with drug �anufacturers regarding the payment of inedical benefit Rebates on applicable prescription drug products dispensed to Participants under the Plan's medical benefit under this Agreement. You will receive SO% of the medical benefit Rebates We receive in connection with prescription drug products dispensed to Participants under the Plan's medical benefit under this Agreement. We will retain the balance of such medical benefit Rebates as part of Our compensation under this Agreement. If We are not able to make payment to You within thirty (30) calendar days of Our receipt of inedical benefit Rebates, We will pay interest on medical benefit Rebates We receive from the 315t calendar day forward after Our receipt of the medical benefit Rebates, until We pay You Your medical benefit Rebaies. We will pay medical benefit Rebates to You no less than annually. Interest will be paid at the one month London Interbank Offered Rate (LIBOR) in effect as of the date We pay You. We will retain any interest earned up to the thirty (30) calendar day point, and upon Your request, We will provide information on the amount of such interest. You will only receive Your medical benefit Rebates to the extent that medical benefit Rebates are actually received by Us. Thus, for example, if a govemment action or a major change in pharmaceutical industry practices prevents Us from receiving medical benefit Rebates, the amount You receive may be reduced or eliminated. You agree that during the term of this Agreement, neither You nor the Plan will negotiate or arrange or contract in any way for medical benefit Rebates on or the purchase of prescription drug products from any manufacturer under the Plan's medical benefit. under this Agreement. In the event You or the Plan negotiates or arranges or contracts with a drug manufacturer for medical benefit Rebates on or the puz-chase of prescription drug products under the Plan's medical benefit, under this Agreement We may, without limiting Our right to other remedies, immediately terminate Your and Plan's entitlement to medical benefit Rebates (including forfeiture of any medical benefit Rebates earned but not paid) under this Agreement. In addition, to reasonably cooperate with Us in order to obtain medical benefit Rebates, You agree to reasonable requests related to obtaining medical beneflt Rebates that We may communicate to You from time to time. Intermediary Compensation: If an intermediary is involved in negotiating with drug manufacturers regarding the payment of inedical benefit Rebates on applicable prescription drug products dispensed to Participants under the Plan's medical benefit under this Ageement, it may retain a portion of the gross amounts received from drug manufacturers in connection with such products. We will provide information on the amount retained by the intermediary as compensation for its services, in advance of Your execution of this Agreement, which information is Our Proprietary Business Information under the terms of this Agreement. In addition, We will provide You with thirty (30) days advance notice of any material increase in intermediary compensation or material changes in the method for intertnediary compensation. If at any time You do not find the intermediary compensation acceptable, You may ternlinate the medical beneiit Rebates services under this Agreement after tl�irry (30) days advance written notice to Us in accordance with the notice provisions of Section 15.7 of this Agreement. Section 419 Facility Reasonable Charge Determination and Negotiation Reductions. We will evaluate certain facility-billed charges which may exceed reasonable charges under the terms of the Plan We will, negotiate with the facility as needed for reduction of billed charges in accordance with appropriate guidelines. The additional charge for this service is described in E�chibit A. We can ternvnate the Facility Reasonable Charge pro�am in whole or in part at any time for any reason. In the event of termination, We can elect to continue any reviews and negotiations that are in progress at the time of teimination. The additional service charge described in Exhibit A will continue to apply. Section 4.20 Shared Savings Program. k'or the service fee specified in E�ibit A, We may make Our Shared Savings Program available to some or all of Your Plan Participants. This program provides access to discounted charges made available to Us from health care providers who contract with, or will negotiate with, a third party to provide such discounted charges. The amount payable under discounted portions of the Plan will be based on the Shared Savings Plan's discounted charges. If a Participant is enrolled in a network plan and receives services from a Network Provider benefits payable for that provider's services will be based on the applicable rates for fees included in Our agreement with that provider. These benefits will not be included in the calculation of the "Savings " Obtained" under the Shared Savings Programs, and the service fee for the Shared Savings Program will not apply to these benefits. You understand that the services under this program provide access to provider discounts only. These providers are not part of Our Managed Care Network. Therefore, Our services under this program do not include credentialing of providers or other Managed Care Network services. We are not responsible for the medical outcomes or the quality or competence of any provider or facility rendering services under the Shared Savings Program. We can terminate all or part of the Shared Savings Program at any time for any reason. You can terminate the program at any time for any reason by giving Us written notice. VJe will implement the termination within a reasonable period of time after receiving the notice. Section 4Z1 Optum Management Programs. We will �provide Participants with access to various publications that are amended from time to time, and Optum NurseLine, a 24-hour service staffed by registered nurses providing the following services via telephone or an audio health information library: general health information and identification of specific health related concerns, as well as provision of educational information regarding those concerns. Section 4.22 Stop Loss Program. You understand that it is Your responsibility to detect claims that may be covered by a third party stop loss carrier policy purchased by You. We will produce and send a report of 10 the total medical dollars paid for any claimant exceeding 50 percent of the Tndividual Stop Loss (ISL) threshold. The report will include policy year to date claims paid through the end of the previous month. These categories are subject to change upon notice to You and include (i) Our standard third pariy interface detailed claim report for each claimant identified, (ii) Our completed claim questionnaire, which includes coordination of benefits and authorization information, preexisting condition and subrogation information, (iii) list of services subject to United Resource Network negotiations or discounts, if applicable, (iv) Medicare status of claim (e.g., prunary or secondary), (v) a listing of any altemative care proposals, as that term is further described in Section 4.5, and (vi) copies of submitted charges. You and Your third party stop loss carrier must execute Our standard nondisclosure and indemnification agreement prior to Our providing any of the above information. Section 4.23 Access to Participant EOB Information. We will make access to participant EOB information available to You through Our employer portal, in accordance with this Section. To the extent You choose to access such information, You delegate to Us the discretion and authority to develop and use sta.ndards and procedures for providing You with such access under this Amendment. Prior to accessing participant EOB information, You agree to obtain and maintain any individual authorizations that may be required in accordance with applicable law, including, but not limited to, HIPAA, federal laws goveming the confidentiality of substance abuse and mental health records, and state laws goveming the confidentiality of categories of sensitive information, such as HTV, sexually transmitted disease and genetic testing. In addition, You agree to obtai.0 and maintain any required individual authorizations for both subscribers and their dependents, as required by applicable law. You aclrnowledge that in order for the Plan or its designee to lawfully disclose PHI to You, acting as Plan Sponsor, the Plan must fully comply with the HIPAA privacy regulations. You further acknowledge that appropriate steps have been taken for the Plan to be in full compliance with the HIPAA privacy regulations, including but not limited to, the maintenance of a Privacy Notice to be distributed upon request by an Individual. You represent, warrant and certify that the Plan has amended both its plan documents and its privacy notice, - \ in accordance with HIPAA, to include specific provisions referencing Your available access to participant EOB information. You also represent, warrant and certify that You have not delegated. the function of enrollee advocacy to Us. Upon Our request, You agree to deliver to Us copies of Your amended plan documents, privacy notice, and any individual authorizations that You have obtained and maintained, as well as any other relevant documentation, to evidence Your compliance with applicable law and this Agreement. You agree to hereby release Us from any contractual liability, arising directly or indirectly, out of the Business Associate Agreement between the Parties and arising directly or indirectly from Customer's access to participant EOB information on the employer portal. Further, to the extent allowed by Texas law; You will also agree to defend, indemnify and hold Us harmless against any and all claims, liabilities, judgments or damages asserted against, imposed upon or incurred by Us that arise out of any violation of this Section. Section 4.24 Employee Health Management Services. We will provide employee health management services independently or tl�rough a.third party contracted entity. These services are designed to (i) provide a mechanism for Participants to assess their own health and wellness and risk areas, and (ii) provide tools, information, and health coaching programs to manage potential risk areas. Employee Health Management services may include Online Health Assessment, Communications CONTENT, Program Brochure, Telephonio-Based Interventions, Online Interventions, Program ManagementJReporting, Program Implementation, Incentive Management, or Claims Analysis for ROI. We can ternunate Our provision employee health management services in whole or in part at any time for any reason if such teimination applies to all of Our similarly situated customers. You may elect ad hoc services duri�g the term of Your Employee Health Management program participation. Additional fees may apply for such ad hoc services. 11 Section 5 - Service Fees Section 5.1 Service Fees. You will pay Us fees for Our services. The service fees listed in E�ibit A of this Agreement are effective for the Agreement Period shown in the Exhibit, In addition to the service fees specified in E�ibit A, You must also pay Us any additional fee that is authorized by a provision elsewhere in this Agreement or is otherwise agreed to by the parties. Section 5.2 Changes in Service Fees. We can change the service fees on each Agreement Period anniversary. We will provide You with tlin-ly (30) days prior written notice of the revised service fees for subsequent Agreement Periods. Any such service fee change will become effective on the later of the first day of the new Agreement Period or thirty'(30) days after We provide You with written notice of the new fees. We also can change the services fees (i) any time there are changes made to this Agreement or the Plan, which affect the fees, (ii) when there are changes in laws or regulations which affect the services We are providing, or will be required.to provide, under this Agreement, (iii) if the number of Employees covered by the Plan or any Plan option changes by ten percent (10%) or more, or (iv) if the average contract size, defined as the total number of enrolled Participants divided by the total number of enrolled Employees, varies by 10% or more from the assumed average contract size of 2.46. Any new service fee required by such change will be efFective as of the date the changes occur, even if that date is retroactive. If You do not agree to any change in service fees, You may terminate this A�reement upon thirty (30) days written notice after You receive written notice of the new fees. You must still pay any amounts due for the periods during which the A�-eement is in effect. Section 5.3 Due Dates, Payments, and Penalties. In some cases, We will bill You for the amounts that You owe or We estunate You owe Us. In these cases, the amounts owed are due and payable on the Due Date shown on the bill. In other cases, We will provide You with advance statements in advance that You complete and either send to Us or verify through electronic acknowledgement. For advance statements, the Due Date for payment is the first day of the next calendar month. Late Payment: If amounts owed are not paid witlun fifteen (15) days after their Due Date ("Crrace Period"), You will pay Us interest on these amounts at the interest rate that We charge to Our self-funded customers. You agree to reimburse Us for any costs that We incur to collect these amounts. Our decision to provide You with a Grace Period will be based on Our assessment of Your financial condition, as of the Effective Date, and Your compliance with material financial obligations. If We dgtermine, based on reasonable information and belief, that Your financial condition has deteriorated, or You continue to fail to comply with the material financial obligations specified in this Agreement, We may remove the Grace Period upon notice to You and reserve the right to either charge interest on payments not received a$er the Due Date or terminate the Agreement if payments are not received by the Due Date, Section 5.4 Reconciliation. For each Agreement Period, We will reconcile the total amounts You paid with the total amounts You owed. If the reconciliation indicates that We owe You money, Your next payment will be credited. If the reconciliation indicates that You owe Us money, We will invoice You for the amount due. The Due Date for these amounts is the first day of the next calendar month. You will pay Us within tl�irty (30) days after receiving notice of the amounts that You owe Us. For payments made after this t11n-ry (30) day period, You will pay Us interest on these amounts at the interest rate that We charge to Our other self-funded customers. If the Agreement is terminated, We will pay You the amount owed withi.n thiriy (30) days after We perform a fmal reconciliation. If the final reconciliation indicates that You owe Us money, You will pay Us within thirty (30) day.s after receiving notice of the amount owed. �or payments You make after thirty (30) days of receiving notice of the amounts that You owe Us, We will charge interest at the interest rate that We charge Our other self-funded customers. 12 Section 5.5 Initial Implementation Costs. In implementing Our Plan administration services, We incur costs which reflect Our investment in establishing and maintaining a long term business relationship with You. The service fees attributable to the initial Agreement Period are set forth in E�ibit A and incorporate these implementation costs. Section 6- Providing Funds for Benefits Section 6.1 Providing Funds for Benefits. The Plan is Self-Funded. You are solely responsible for providing funds for payment for all Plan benefits payable to Participants, Network Providers, or non- Network Providers. Section 6.2 Bank Account. We under Your employer identification number, will open and maintain a Bank Account at the Bank to provide Us the means to access Your funds for the sole purpose of payment of Plan benefits, expenses and fees. The Bank Account will be a part of the network of accounts that have been established at the Bank for Our self-funded customers. The funds in the Bank Account are Yours. Section 6.3 Balance In Account. You will maintain a minunum balance in the Bank Account in an amount equal to not less than six (6) days of expected Bank Account activity. We will establish this amount based on expected Plan benefit payments, with appropriate adjustments for anticipated non-daily activity (e.g,, prescription drug benefits and administrative fee payments) as determined by Us. We will determine if circumstances warrant increasing this minimum balance, and will notify You if and when the required balance ar the amount identified above changes. The required minimum balance is based on Your financial condition as assessed by Us. In the event We determine, based on reasonable information and belief, that Your fmancial condition has deteriorated or You continue to fail to comply with the material fmancial obligations specified in this Agreement, We may revise the required balance effective five (5) days from the date of notice. 5ection 6A Issuing and Providing Funds for Checks and Non-Draft Payments. The checks We write and issue to pay Plan benefits under this Agreement will be written on one or more common accounts that are a part of the network of accounts maintained at the Bank for Our self-funded customers. When the checks for Plan benefits are presented to the Bank, the Bank will notify Us and We will direct the Bank to accept or reject the checks and direct the Bank to withdraw funds from the Bank Account to fund the checks that are cashed. The non-draft payments VJe issue to pay Plan benefits under this Agreement will be paid from one or more common accounts that are a part of the netwark of accounts maintained at the Bank for Our customers. We will direct the Bank to withdraw funds from the Bank Account to fund the non-draft payments as they are issued. Section 6.5 Transfers of Funds. Funds will also be withdrawn from the Bank Account when a transfer of funds We made to pay Plan benefits is completed, such as when an electronic funds transfer has been made to a health care provider to pay benefits under the Plan. Section 6.6 Service Fees and Other Expenses. Funds will also be withdrawn from the Bank Account on the due date of any service fees which You have authorized to be paid to Us and for the payment of other Plan expenses such as state surcharges or assessments, Section 6.7 Calls for Funds. The withdrawals for Plan benefits and service fees are paid for by the balance You maintain in the Bank Account. Every five (5) business day(s), You will transfer to the Bank Account the amount of funds which have been withdrawn from the Bank Account over the past five (5) business day(s). You will transfer that amount using a method agreed upon by You, Us and the Bank. This transfer will replenish Your balance in the Bank Account. The number of days between transfers and the method of transfer are based on Your financial condition as of the Effective Date as assessed by Us, as well as Your compliance with material financial obligations. VJe reserve the right to increase the frequency of such fund transfers and/or change the method of transfer if We determine, based on reasonable info'rmation and belief, that Your fmancial 13 condition has deteriorated, or You continue to fail to comply with the material fmancial obligations specified in this Agreement. Section 6.8 Underfun�ing. If You do not provide the amounts sufficient to maintain the required minimum balance in the Bank Account, or to cover Banlc Account withdrawals: (1) You must immediately correct the deficiency and provide prompt notice to Us in either event. (2) If We learn of the funding deficiency, We will notify You so You can correct the deficiency. (3) You agree that We may stop issuing checks and non-draft payments and suspend any of Our other services under this A�reement for the period of time You do not provide the required funding. (4) If You do not make the required payment(s) to correct the funding deficiency, We may ternlinate this Agreement effective as of any date following one business day after We provide notice of the funding deficiency. At Your expense, We may also place stop payments on checks if We deteimine that You have insufficient funds in Your corporate funding. bank account to honor such checks. You will pay interest on the amount of underfunding at the standard rate that We charge to Our self-funded customers for underfunding of banlc accounts. The nofice provisions contained in Termination Events, Section 8.1, do not apply to this breach. At the end of each claims processing time period, We will notify You of the amount needed to pay claims processed and fees that are due. Upon notice to You of the amount due for claims processed and fees that are due, You will fund the designated amount(s) within one business day via Automated Clearing House (ACH) transfer to the designated Bank Account for payment of Plan benefits. You will initiate the fu.nd transfers unless We determine that Your financial condition as of the Effective Date, as assessed by Us, has deteriorated or You fail to comply with the material funding and financial obligations specified in this Agreement. If either condition occurs, You agree to authorize Us to initiate the transfers. You will authorize Us to initiate Automated Clearing House (ACH) transfers from Your corporate funding bank account to the Bank Account for payment of Plan benefits. At the end of each claims processing period, We will within one business day, Automated Clearing House (ACH), initiate transfers from Your designated corporate funding bank account to the Bank Account in an amount necessary to pay Plan benefits. Sectiou 6.9 Outstanding Checks. We will send a search letter to the payee on all checks that have not been cashed within siY (6) months. We will stop payment on all checks We have issued under this Agreement that have not been cashed within twelve (12) months and provide You with reports You need for the purpose ofperforming escheat. Section 6.10 Termination of Agreement. When this Agreement terminates, the funding method for Plan benefits will remain in place for a lunited period of time. That tune period will be dependent upon run-out adu�i.uistration. After this period, that funding method will cease. You will then deposit and maintain in the Bank Account enough funds to cover all checks for Plan benefits that have been issued but not cashed. This balance will remain in the Bank Account for a limited period of time to fund the outstanding checks. This period will be reasonable, as determined by Us, and applied on a consistent basis to Our self-funded customers. We will stop payment, on all checks that remain uncashed at the end of this period and You will request in writing to close the Bank Account and recover any funds remaining in it. We will provide bank statements and Bank Account reconciliation reports, including reports You need for the purposes of escheat, Section 7- Term Of The Agreement Section 7.1 Services Begin. We will begin providing You claim processing services under this Agreement on the Effective Date. These services apply only to claims for Plan benefits that are incurred on or after the Effective Date. This Agreement will apply for an initial Agreement Period commencing on the Effective Date and will automatically continue f�r additional Agreement Periods, unless and until this Agreement is terminated. Section' 7.2 Services End. Our services under this Agreement stop on the date this Agreement tern�inates, regardless of the date that claims are incurred. However, VJe may agree to continue providing certain services beyond the temiination date, as provided in Section 8.2. 14 Section 8- Termination Of The Agreement Section 8.1 Termination Events. This A�eement will terminate under the fbllowing circumstances: (i) The Plan terminates, (ii) Both parties agree in writing to terminate the Agreement, (iii) After the initial Agreement Period, We give You at least ninety (90) days prior written notice or You give Us at least thirty (30) days prior written notice, (iv) We give You notice of termination because You did not pay the fees or other. amounts You owed Us when due under the terms of this Agreement, (v) You fail to provide the required funds for payment of benefits under the terms of this Ageement, (vi) Either party is in material breach of this Agreement, other than by non-payment or late payment of fees owed by You or the funding of Plan benefits, and does not correct the breach within thirty (30) days after being notified in writing by the other party, (vii) Any state or other jurisdiction prohibits a party from administering the Plan under the terms of this Ageement, or imposes a penalty on the Plan or Us and such penalty is based on the admin.istrative services specified in this Agreement. In this situation, the party may immediately discontinue the Ageement's application in such state or jurisdiction. Notice must be given to the other party when reasonably practical. The Agreement will continue to apply in all other states or jurisdictions, or (viii) As otherwise specified in this Agreement. Section 8.2 Run-Out Administration. We will provide run-out claim processing services for a period of sia� (6) months following the Agreement's termination. This provision applies only to claims for health services incurred prior to the termination date. All other terms of this Agreement will apply to these post- termination services. However, We will not provide these services after the Agreement's termination, if the Agreement was terminated because You failed to pay Us fees due, You did not provide the funding required under Section 6.3, or when We terminate for any other material breach. The fee for run-out services, if applicable, will be determined at the time either party provides notice of ternvnation. Section 8.3 Funding After Termination. When this Agreement terminates, the funding method for PIan beneiits will remain in place for a limited period as deteimined by the parties. At the end of this period, We will place stop payments, at Your expense, on all checks that remain uncashed. Section 9- Records, Information, Audits Section 9.1 Records. We will keep records relating to the services VJe provide under this Agreement for as long as We are required to do so by law. Section 9.2 Access to Information. If You need information in Our possession for purposes other than an audit, but in order to administer the Plan, We will provide You access to that information, if it is legally permissible, the information relates to Our services under this Agreement, and You give Us reasonable advance notice and an explanation of the need for such information. You represent that You have reasonable procedures in place for handling PHI, as required by law: You will only use or disclose PHI to administer the Plan, to perform under this Agreement, or as otherwise permitted under this A�eement. We will provide information only while this Agreement is in effect and for a period of six (6) months after the Agreement terminates, unless You demonsirate that the information is required by law or for Plan administration purposes. We also will provide reasonable access to information to an entity providing Plan administrative services to You, such as a consultant or vendor, if You request it. Before We provide PHI to that entity, the parties must sign a mutually agreed-upon confidentiality agreement, and the parties must agree as to what information is minimally necessary to accomplish the Plan aci�nuustrative service. Section 9.3 Audits. During the term of the Agreement, and at any time within six (6) months following its termination, You or a mutually agreeable entity may audit Us once each calendar year to determine whether We are fulfilling the terms of this Agreement. Prior to the commencement of this audit, We must receive a signed, mutually agreeable confidentiality agreement. You must advise Us in writing of Your intent to audit. The place, time, type, duration, and frequency of all audits must be reasonable and agreed to by Us. All audits will be limited to information relating to the 15 calendar year in which the audit is conducted, andlor the immediately preceding calendar year. With respect to Our transaction processing services, the audit scope and methodology will be consistent with generally acceptable auditing standards, including a statistically valid random sample or other acceptable audit technique as approved by Us ("Scope"). You will pay any expenses that You incur in connection with the audit. In addition, You will be charged a reasonable per claim charge arid a$1,000 charge per day for audits outside of the following parameters: (1) more than one audit per calendar year; (2) any on-site audit visit that is not completed within five (5) business days; (3) sample sizes exceeding the Scope specified above; or (4) any audit initiated after this Agreement has ternvnated. The additional fees cover the additional resources, facility fees, and other incremental costs associated with an audit that exceeds the Scope. In addition to Your expenses and any applicable fees, You will also pay any extraordinary expenses VJe incur in connection with the audit. For any audit initiated after this Agreement is terminated, You will pay all e�enses incurred by Us. You will provide Us with a copy of any audit reports within 30 days after You receive the audit report(s) from the auditor. Section 9.4 Proprietary Business Information. Each party will 1'unit the use of the other's Proprietary Business Information to only the information required to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement. Neither parly will disclose the other's Proprietary Business Information to any person or entity other than to the disclosing party's employees, subcontractors, or representatives needing access to such information to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement. This provision shall survive the termination of this A�eement. Section 9.5 SAS 7Q Reports. We may periodically provide You with Our SAS 70 report ("Report") for Your review in connection with Plan administrative purposes only. The Report is Our Proprietary Business Information and shall not be shared with any third parties without Our prior written approval; provided, however, that You can share the Report with: (i) Your independent public accounting fiim; and /or (ii) Your consultants, provided that such consultants are not in any way a competitor of ours. To the extent that You do provide the Report to Your independent public accounting ium or a consultant as permitted herein, You shall require that they retain the Report as confidential and that they not disclose such Report to any other persons or entities. Section 9.6 PHI. The parties' obligations, with respect to the use and disclosure of PHI are outlined in the Business Associate Addendum attached to this Agreement as E}chibit B. Section 10 - System Access Section 10.1 System Access. VJe grant You the nonexclusive, nontransferable right to access and use the functionalities contained within the Systems, under the terms specified in this Agreement. You agree that all rights, title and interest in the Systems and all rights in patents, copyrights, trademarks and trade secrets encompassed in the Systems will remain ours. To obtain access to the Systems, You will obtain, and be responsible for maintaining, at no expense to Us, the hardware, software and Intemet browser requirements We provide to You, including any amendments thereta You will be responsible for obtaining an Internet Service Provider or other access to the Intemet. You will not (i) access Systems or use; copy, reproduce, modify, or excerpt any Systems documentation provided by Us in order to access or utilize Systems, for purposes other than as expressly permitted under this Agreement or (ii) share, transfer or lease Your right to access and use Systems, to any other person or entity which is not a pariy to this Agreement. You may designate any third party to access Systems on Your behalf, provided the third party agrees to these terms and conditions of Systems access and You assume joint responsibility for such access. Section 10.2 Security Procedures. You will use commercially reasonable physical and software-based measures, and comply with Our security procedures, as may be amended from time to time, to protect the System, its functionalities, and data accessed through Systems from any unauthorized access or damage 16 (including damage caused by computer viruses). You will notify Us nnmediately if any breach of the security procedures, such as unauthorized use, is suspected. 5ection 10.3 System Access Termination. We reserve the right to terminate Your System access (i) on the date You fail to accept the hardware, software and browser requirements provided by Us, including any amendments thereto or (ii) unmediately on the date We reasonably determine that You have (i) breached, or allowed a breach of, any applicable provision of this Section 10 or (ii) materially breached or allowed a material breach of, any other applicable provision of this Agreement. Your System Access will also terminate upon termination of this Agreement, provided however that if run-out is provided in accordance with Section 8.2, You may continue to access applicable functionalities within the Systems during the run- out period. Upon any of the termination events described in this Agreement, You agree to cease all use of Systems, and We will deactivate Your identification numbers, passwords, and access to the System. Section 11 - Taxes And Assessments Section 11.1 Payment of Taxes and Eapenses. In the event that any T�es are assessed against Us as a claim administrator in connection with Our services under this Agreement, You will reimburse Us through the Bank Account for Your proportionate share of such Taxes (but not Taxes on Our net income). We have the authority and discretion to reasonably determine whether any such Tax should. be paid or disputed. You will also reimburse Us for a proportionate share of any cost or expense reasonably incurred by Us in disputing such Tax, including costs and reasonable attorneys' fees and any interest, fines, or penalties relating to such Taac, unless caused by Our unreasonable delay or unreasonable determination to dispute such Tax. Section 11.2 Tax Reporting. In the event that the reimbursement of any benefits to Participants in connection with this Agreement is subject to Plan or employer based tax reporting requirements, You agree to comply with these requirements. Section 11.3 Surcharges. The Plan wiil remain responsible for state surcharges, assessments, or similar Taxes imposed by governtnental entities or agencies on the Pian. Section 12 - Indemnification Section 12.1 You Indemnify Us. If a court of competent jurisdiction determines that You are liable for losses, liabilities, penalties, fines, costs, damages, and expenses, including reasonable attorneys' fees, which have been asserted against Us, which arose out of (i) Your gross negligence or willful misconduct in the performance of Your obligations under this Agreement, (ii) Your material breach of this Ab eement, or (iii) a breach of any other ab eements We enter into with third parties on Your behalf, You shall hold Us harmless and indemnify Us for Your proportionate share of any such liability, to the extent allowed by Texas Law. This provision shall survive the termination of this Agreement. Section 12.2 We Indemnify You. We will indemnify You and hold You hannless against any and all losses, liabilities, penalties, fines, costs, damages, and expenses, that You incur, including reasonable attorneys' fees, which arise out of (i) Our or Our vendors' gross negligence or willful misconduct in the performauce of Our or Our vendors', subcontractors' or representatives' obligations under this Agreement or (ii) Our material breach of this Agreement, all as determined by a court or other tribunal having jurisdiction of the matter. Notwithstanding the foregoing, You will remain responsible for payment of benefits and Our indemnification will not extend to indemnification of You or the Plan against any claims, liabilities, damages, judgcnents or expenses that constitute payment of Plan benefits. This provision shall survive the termination of this Agreement. Section 13 - Plan Benefits Litigation Section 13.1 Litigation Against Us. We will select and retain defense counsel to represent Our and the Plan's interest if a demand is asserted, or litigarion or administrative proceedings are begun by a Participant or health care provider against Us, or against the Plan and Us jointly, to recover Plan benefits, related to Our duties under this Agreement ("Plan Benefits Litigation"). All reasonable legal fees and costs We incur 17 will be paid by Us (except as provided in Section 12.1). To the extent that no conflict of interest exists, both parties will cooperate fitlly with each other in the defense of Plan Benefits Litigation. In all events, You are responsible for the full amount of any Plan benefits paid as a result of such litigation. This provision shall survive the termination of tlus Agreement. Section 13.2 Litigation Against You. Lf litigation or administrative proceedings are begun against You and/or the Plan, You will .select and retain counsel, and You will be responsible for all legal fees and costs in connection with such litigation, except as provided in Section 12.2. We will cooperate fully in the defense of litigation arising out of matters relating to this Agreement. This provision shall survive the termination of this Ab eement. Section 14 - Mediation In the event that any dispute, claim, or coniroversy of any kind or nature relating to this Ab eement arises between the parties, the parties agree to meet and make a good faith effort to resolve the dispute. If the dispute is not resolved within thirty (30) days after the parties first met to discuss it, and either party wishes to pursue the dispute further, that parly will refer the dispute to non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association ("AAA"). In no event may the mediation be initiated more than one year after the date one party first gave written notification of the dispute to the other party. A single mediator engaged in the practice of law, who is lrnowledgeable about employee benefit plan administration, will conduct the mediation under the then current rules of the A.AA. The mediation will be held in Dallas County, Texas or a mutually agreeable site, Nothing herein is intended to prevent either party from seeking any other remedy available at law including seeking redress in a court of competent jurisdiction. This provision shall survive the termination of this Agreement. Section 15 - Miscellaneous Section 15.1 Subcontractors. We can use Our a�liates as subcontractors, or other subcontractors, to perform Our services under this Agreement. We will be responsible for those services to the same extent that We would have been had We performed those services without the use of an a�liate or subcontractor. Section 15.2 Assignment. Except as provided in this parab aph, neither party can assign this Agreement or any rights or obligations under this A�eement to a.nyone without the other party's written consent. That consent will not be unreasonably withheld. Nevertheless, We can assign this Agreement, including all of Our rights and obligations to Our affiliates, to an entity controlling, controlled by, or under common control with Us, or a purchaser of all or substantially all of Our assets, subject to notice to You of the assignment. Section 15.3 Governing Law. This Agreement is govemed by the laws of the State of Texas. Venue for a proceeding brought under this agreement shall be Da.11as County, Texas. This provision shall survive the termination of the Agreement. Section 15.4 Entire Agreement. This Agreement, with its exhibits, constitutes the entire agreement between the parties goveming the subject matter of this Agreement. This Agreement replaces any prior written or orai communications or agreements between the parties relating to the subject matter of this Agreement. The headings aud titles within this Agreement are for convenience only and are not part of the Agreement. Section 15.5 Amendment. Except as may otherwise be specified in this Agreement, the Agreement may be amended only by both parties agreeing to the amendxnent in writing; executed by a duly authorized person of each party. Section 15.6 Waiver/Estoppel. Nothing in this A�eement is considered to be waived by any parly, unless the party claiming the waiver receives the waiver in writing. No breach of the Agreement is considered to be waived unless the non-breachiug party waives it in writing. A waiver of one provision does not constitute a waiver of any other. A failure of either party to enforce at any time any of the provisions of this A�reement, or to exercise any option which is herein provided in this Agreement, will in no way be construed to be a waiver of such provision of this Agreement. 18 Section 15.7 Notices. Any notices, demands, ar other communications required under this Agreement will be in writing and may be provided via electronic means or by United States Postal Service by certified or registered mail, rettun receipt requested, postage prepaid, or delivered by a service that provides written receipt of delivery. Section 15.8 Use of Name. The parties a�ee not to use each other's name, logo, service marks, trademarks or other identifying information without the written pernussion of the other; provided, however, You grant Us permission to use Your name, logo, service marks, trademarks or other identifying information to the extent necessary for Us to carry out Our obligations under this Agreement (e.g. on EBBs and ID cards). Section 15.9 Producer Compensation. We pay brokers and agents (referred to collectively as "producers") compensation for their services in connection with the sale of Our third party administrative services, in compliance with applicable law. We pay "base commissions" based on factors such as the type of services sold, total amount of administrative fees, group size, and number of employees. These commissions are reflected in the admniistrative service rate. In addition, We may pay bonuses pursuant to bonus programs established from time to time which are designed to encourage the provision of information regarding new products and provide incentives to achieve production targets, persistency levels, growth goals and other objectives. Bonuses are not reflected in the administrative service fees but are paid from Our general administrative expenses. In general, Our total bonuses are less than 10% of total producer compensation paid but the percentage may be higher in certain situations. It is Our policy not to pay commissions to producers with respect to a product for which the customer is also paying the producer a commission or other fee. Please note We also make payments from time to time to'producers for services other than those relating to the sale of services (for example, compensation for services as a general agent or as a consultant). We have taken steps to ensure that producers properly disclose their compensation arrangements to their customers, but We cannot guarantee the producer's compliance. For general information on Our producer payment arrangements, including the approximate percentage of total compensation that total bonus payments comprise, please go to http://www.uhc.com and click on the drop down box for employers under "View Our Programs - Producer Payment Programs." For specific information about the compensation payable with respect to Your particular situation, please contact Your producer. 19 EXHIBIT A - SERVICE FEES This e�chibit lists the service fees You must pay Us for Our services during the term of the Agreement. These fees apply for the period from January 1, 2009 through December 31, 2010. You aclmowledge that the amounts paid for administrative services are reasonable. Administrative Service Fees — Standard Medical Service Fee $25.25* per Employee per month. ''�Flex-Share Rewards Pro�ram If "Network Savings" for the Agreement period exceeds "Target Savings", an amount will be charged on a quarterly basis equal to 19.1% of the network benefits which exceed the "Target Savings" for the Agreement period. "Network Savings" means the amount of covered charges that would have been payable under the terms of the Plan to a Network Provider, including amounts payable by both the Participant and the Plan if no discount were applicable, minus the amount of covered charges actually paid to the Neiwork Provider, again, including amounts paid by both the Participant and the Plan, based on the applicable rates for fees for services specified in Our provider agreement with that Provider. °Target Savings" for the Plan for the Agreement period is 40% of "Plan Benefits". "Plan Benefits" is the total amount that is paid under the terms of the Plan to network and non-network providers during the A�reement period, including amounts paid by both the Participant and the Plan. The following benefits will not be included in the calculation of the "Network Savings" amount: • benefits paid under the Transplant Benefit Management Program, The Flex-Share Rewards amount will be charged to Your bank account on a quarterly basis. The average total monthly sum of the Standard Medical Service Fee and the Flex-Share Rewards amount will not exceed $39.99 per month per Employee. Administrative Service Fees - Outional and Non-Standard Fees Service Fee for Facility Reasonable Charge Determination and Negotiation You will pay a fee for Our services, equal to thirty percent (30%) of the amount of reductions obtained through Our efforts. We will bill You for the amounts You owe Us. The bill will reflect reductions obtained during the preceding month and adjustments, if any, from previous months_ Service Fee for Shared Savings Program You will pay a fee equal to thirty-five percent (35%) of the "Savings Obtained" as a result of the Shared Savings Program. "Savings Obtained" means the amount that would have been payable to a health care provider, including amounts payable by both tYie Participant and the Plan, if no discount were available, minus the amount that is payable to the health caxe provider, again, including amounts payable by both the Participant and the Plan, after the discount is taken. Service Fee for Fraud and Abuse Management You will pay Us a fee equal to thiriy-two and five-tenths percent (32.5%) of the gross r.ecovery amount. Service Fee for Claim Recovery Services and Third Party Liability Recovery (subrogation) VJe will retain thirty-three and one-third percent (33 1/3%) of the gross recovery amount as Our fee. � EXHIBIT B- BUSINESS ASSOCIATE ADDENDUM TO ADMIlvISTRATIVE SERVICES AGREEMENT This Addendum is made to the Admiuistrative Services Agreement ("Agreement") between United HealthCare Insurance Company ("Us" or "We") and City of Denton Health Benefit Plan ('Plan") and is effective on January 1, 2009 ("Effective Date"). 1. Definitions: (i) EPHI: Elecironic protected health information as defined in the Security Rule that is created, received, maintained, or transmitted by or on behalf of Plan. (ii) HHS: The United States Department of Health and Human Services. (iii) PHI: Defined in Section 1 of this Agreement. (iv) Privacy Rule: The Standards of Privacy of Individually Identifiable Health Information at 45 C.F.R. part 160 and part 164, subparts A and E, promulgated under the Health Insurance Portability and Accountability Act. (v) Security Rule: The Security Standards published on February 20, 2003 at 68 Fed. Reg. 8334 et seq. (45 C.F.R. Parts 160, 162 and 164), as hereafter amended. (vi) Capitalized terms used in this Addendum that are defined in the Agreement shall have the respective meanings assigned to such terms in the Agreement. (vii) Those capitalized terms not defined in the Agreement or in this Addendum shall have the meanings set forth in the applicable definitions under the Privacy Rule or Secwrity Rule. 2. General Permissible Uses and Disclosures of PHI. PHI will be used by Us to administer the Plan, to perform under the Agreement or this Addendum, or as permitted under the A�eement or this Addendum. We may also use or disclose PHI: (i) for Our proper management and administration and to fulfill any present or future legal responsibilities; provided, however, that any such disclosures are Required By Law or We have received from the third party written assurances that the information will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the third party; and the third pariy will notify Us of any instances of which it becomes aware in which the confidentiality of the information has been breached; (ii) to aggregate the PHI as pernutted under the Privacy Rule; (iii) to� create de-identified data, provided that We de-identify the information in accordance with the Privacy Rule. De-identified information does not constitute PHI, is not subject to the terms and conditions of tlus Addendum, and is Our Proprietary Business Information; (iv) for research including but not limited to projects for therapeutic outcomes research, and for epidemiological studies. We will obtain and maintain, on behalf of Plan, any consents, authorizations or approvals that may be required by applicable federal or state laws and regulations for use or disclosure of PHI for such purposes. We will maintain the confidentiality of such information as it relates to any individual Participant, provider, or Your business. The research, databases, analyses, and studies are Our Proprietary Business Information; and (v) to create or use Limited Data Sets as pernutted under the Privacy Rule. We also may disclose Limited Data Sets to a related entity or to You, provided however, We agree to limit use of the Limited Data Sets to Research, Health Care Operations, or public health purposes and further agree to: (1) not use or further disclose the Limited Data Sets other than as permitted by this Addendum or this Agreement or as othez-wise required by law; 21 (2) use appropriate safeguards to prevent use or disclosure of the Li.mited Data Sets other than as provided for by this Addendum or this Agreement; (3) report to You any use or disclosure of the Li.mited Data Sets not provided for by this Addendum or this Agreement of which VJe become aware; (4) ensure that any agents, including a subcontractor, to whom We provide the Limited Data Sets agrees to the same restrictions and conditions that apply to the lunited data set recipient with respect to such information; and (5) not identify the Limited Data Sets or contact the individuals. These Lirnited Data Sets are considered by Us to be Our Proprietary Business Information. Our Obligations under the Privacy Rule. We agree that We shall: (i) not use or further disclose the PHI other than as permitted by this Addendum or the Agreement or as Required by Law; - (ii) use appropriate safeguards to prevent use or disclosure of PHI other than as permitted or required by this Addendum or the Agreement; (iu) report to Plan any use or disclosure of any PHI of which We become aware that is not permitted by this Addendum or the Agreement; (iv) mitigate, to the extent practicable, any harmful effect that is lmown to Us resulting from a use or disclosure of PHI in violation of this Agreement; (v) ensure that any subcontractor or agent to whom. We provide any PHI agrees to the same restrictions and conditions that apply to Us with regard to the use and/or disclosure of PHI pursuant to this Addendum; (vi) respond to Individuals' requests for access to PHI in Our possession that constitutes a Designated Record Set in accordance with the Privacy Rule; (vii) incorporate any amendments or correc�ions to the PHI in Our possession that constitutes a Designated Record Set in accordance with the Privacy Rule; (viu) document disclosures of PHI and information related to such disclosures as would be required to respond to a request by an individual for an accounting of disclosures of PHI in accordance with the Privacy Rule, (ia�) provide to Individuals an accounting of disclosures in accordance with the Privacy Rule; (x) accommodate reasonable requests by Individuals for confidential communications in accordance with the Privacy Rule; (xi) make Our internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of HHS for purposes of the Secretary of HHS determining Your compliance with ttie Privacy Rule; and (xii) except as provided for herein or as required by law, upon termination of this Agreement, return to Plan or destroy.the PHI and retain no copies in any form, if feasible. If We datermine that returning or destroying the PHI is infeasible, We agree to extend the protections, limitations and restrictions of this section to such PHI and to limit any further uses and/or disclosures of such PHI retained to the purposes that make the return or destruction of the PHI infeasible, for as long as We maintain such PHI. 4. Our Obligations Under the Security Rule. With regard to Our use and/or disclosure of EPHI, effective no later than the compliance date applicable to Plan under the Security Rule (April 20, 2005), We sha1L• 22 (i) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the EPHI that VJe create, receive, maintain or transmit on behalf of Plan; (ii) ensure that any and all of Our subcontractors or agents to whom We provide EPHI agree in writing to implement reasonable and appropriate safeguards to protect such EPHI; and (iu) report to Plan any security incident (as defined in 45 CFR Section 164304) of which We become aware in accordance with Our standard reporting procedures. Plan and Employer-Plan Sponsor Obligations. (i) Plan represents that it has received certification from You that You have amended Your Plan documents (1) to include specific provisions to restrict the use or disclosure of PHI and to ensure adequate procedural safeguards in accordance with the Privacy Rule and (2) to provide that the Plan Sponsor will reasonably and appropriately safeguard EPHI created, received, maintained or transmitted to or by the Plan Sponsor in accordance with the Security Rule. (ii} Plan will not agree, without Our prior written consent, to an Individual's request for a restriction pursuant to 45 CFR 164.522(a) of the Privacy Rule to the extent such restriction may adversely affect Our ability to use and/or disclose PHI under this Addendum or the Agreement. Notwithstanding the preceding sentence, We will accommodate reasonable requests for confidential communication as required under 45 CFR § 164.522(b) of the Privacy Rule. 6. Temunation Upon Breach of Provisions Applicable to PHI or EPHI. Any other provision of the Agreement notwithstanding, this Addendum and this Agreement may be ternunated by the Plan upon sixty (60) days prior written notice to Us in the event that We materially breach any obligation of this Addendum related to Our use and disclosure of PHI. or EPHI and fail to cure the breach within such sixty (60) days period, or if such breach is not reasonably curable within a sixty (60) day period, then the Agreement may be terminated if the cure of such breach has not been commenced by Us within such sixty (60) day period and completed with reasonable diligence. 7. Nothing express or implied in this Addendum is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever. The terms of this Business Associate Addendum shall survive the termination of this Agreement. 50089614 (11/17/08) 23 Pricin� �xhibit City of Denton Summary of EAP Proposals City of Denton January 1, 2013 Administration Proposals �. ,,�, Scope of Work and Services The Scope of work and Services that is outlined within the proposal response and the Administrative Services agreement submitted by United HealthCare is acceptable to the City of Denton. Payment and Performance Requirements PAYMENT AND INVOTCES: All proposals shall specify terms and conditions of payment, which will be considered as part of, but not control, the award of proposals. City review, inspection, and processing procedures ordinarily require thirty (30) days after receipt of invoice, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. Invoices shall be sent directly to the City of Denion Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City to make payment on completed orders within thirty (30) days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Upon contract award, suppliers are encouraged to receive payments through direct deposit. Additional information regarding direct deposit payments is available at www.dentonpurchasin .g com TAX EXEMPTION: The City qualifies for sales ta.x exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. City of Denton Staedard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City's solicitation are applicable to Contracts/Purchase Orders issued by the City hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, 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 Sellers Solicitation 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. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. 1. C�NTRACTOR'S OSLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and 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. Unless otherwise specified in the Solicitation, this Contract shall be efFective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice rnust be sent for each shipment or delivery made. • B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the t� identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writang, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number cleaxly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced arnount. � The City will furnish a tax exemption certificate upon request. 4. PAYMENT: � A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within t�iu-ty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specifed 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. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set� off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; - iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the tirne specified in the Contract, and that the unpaid balance would not be adequate to cover acfual or liquidated dam.ages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded Contractor who is in arrears to the City for delinquent taYes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be rnade by check unless the parties mutually agree to payment by cred'rt card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal yeax to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to pezmit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penaliy nor removal fees charged to the City. 5. TR.AVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. 6. 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. Fina1 payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of fmal payment will constitute: i, a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in wrzting and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 7. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City si_milax access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be bome by the .City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Fa.ilure 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 thereo£ 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. 8. SUBCONTRACTORS: A: If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with a11 requirements approved by the Ciiy. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor sha11 constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor sha11 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 sha11 contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; u. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit a11 invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the Ciiy in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insuxed as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. 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. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days a.fter receipt of payment from the City. 9. WARI2ANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under sunilax terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other Contractor or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. � 10. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, 5tate and local laws, rules or regulations. A. The Contractor may not limit, exclude or c�isclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one ar more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thu-ty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its aervices in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the �ontract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 11. ACCEPTANCE OF INCOlVIPLETE OR NON-CONFORMING DELIVERASLES: If, instead of requiring irnrnediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non-conforzning deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 12. RIGHT TO ASSURANCE: VJhenever one party to the Contract in good faith has reasori to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 13. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is deternuned by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 14. DEFAiTLT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligationsunder the Contract, (b} fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the ba.nkruptcy laws of the United States or (d) makes a material misrepresentation iri Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 15. 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 ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post-judgment interest at the maximurn lawful rate. 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. 16. TERIVIINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all fut-ther work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for a11 goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 17. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City sha11 be grounds far the termination of the Contract for cause by the Ciiy and may result in legal action. 1 S. DELAYS: - A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the Ciiy and the Contractor sha11 negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within tb�rty (30) calendar days from the date of receipt of the notice of delay. Fa.ilure to agree on a.ny adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 19. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and t�ird parties); andlor (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any,person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CIT�, INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, ]EMPLOYEES AND ELECTED OFFICIALS H_A�tMI,ESS FROM AND AGAINST ALL INDEMNIFIED C.LAIMS DIRECTLY ARISING OUT OF, INCID�NT TO, CONCEI2NING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, �R THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTR.ACTOR'S OBLIGATIONS UNDER THE CONTR.ACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTR.ACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTIOI� AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 20. INSUR.ANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Attachment A. The successful Contractor shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, 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 fourteeri (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subj ect the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor sha11 not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor, iv. The Contractor rnust submit certificates of insurance to the City for all subcoritractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and sha11 be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insuxance Fund. vi. All endorsernents naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in arnounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City sha11 be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, cond.itions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to laps� during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions sha11 be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thu-ty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. . xiv. The insurance coverage's specified in within the solicitation and requirements axe required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrtunent. 21. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claima,nt(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 22. NOTICES: Unless otherwise specified, a11 notices, requests, or other communications required or appropriate to be given under the Contract sha11 be in writing and shall be deemed delivered three (3) business days after postmaxked 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 rnay notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and maxked to the attention of the Purchasing Manager. 23. 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 rnaterial 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. 24. NO WARRANTY BY CITY AGAINST 1NFRINGEMENTS: The Contractor repxesents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property.riglit of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harml.ess from and against ali liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such cla.im or at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Contractor agrees that the Ciiy's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 25. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Conf'idential Information without the prior written consent of the City or in a manner not expressly pernlitted under this Agreement, 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 Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the 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. 26. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the worid in and to the deliverables. A. Patents. As to any patentable subject matter conta.ined in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subj ect matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made=for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City o� all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assiglttllents, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain c�pyright protection, mask work registration or patent protection fQr any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 27. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 28. 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. 29. 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 comrnercial 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 liabiliiy and to deduct from any amounts owed to the Contractor, or otherwise recover, the fu11 amount of such commission, percentage, brokerage or contingent fee. 30. 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 with a view toward securing the Contract or securing favorable treatrnent with respect to the awarding or arnending 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. 31. 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. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subj ect 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 (Attachment D). 32. 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 confiractor. The Contractor agrees and understands that the Contract does not grant any rights orprivileges established for employees of the City, 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 direction of the City Manager of the City, Texas, or his designee under this agreement. 33. 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 sha11 be void unless made in conformity with this paragraph. 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. � 34. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole ar 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 ox the City of any one or more events of default by the other pariy 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. 35. 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 �ffect to change the terms, covenants, and conditions of the Contract. 36. 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 o�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 pariy, 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 Uniform Comrnercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 37. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Coniract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a rneeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a muumum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirly (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolutiori of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirry (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendax days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate �n mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the rnediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 38. JTJRISDICTION 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. 39. 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 sha11 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. 40. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's 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 5:00 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. 41. 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. 42. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City is prohibited from confiracting 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 Vendor certifies 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 Admi.nistration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City. 43. 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, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subj ected to discrimuiation 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. 44. BUY AMERICAN ACT-SUPPLIES (Applicab.le to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph i. "Component" means an a.rticle, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (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 rnanufacture 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 rnined 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 prepaxed 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. l0a - lOd) 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". 45. RIGHT TO INFORMATION: The City reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 46. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taYes are the responsibility of the respondent. 47. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. http://www.access. �po. �ov/davisbacon/tx.html 48. COIVIPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractar or supplier shall comply with a11 State, Federal, and Local laws and requirements. The Respondent 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 Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 49. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and .standard Worker's Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City and sha11 pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 50. DRUG FREE WORKPLACE: The contractar 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.5.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. 51. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent sha.11 be liable for all damages to govertunent-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City Procurement Manager in writing of any such damage within one (1) calendar day. 52. FORCE MAJEURE: The City, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authoriiy, act of God, or other unavoidable cause not attributable to the fault or negligence of the City. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall irnmediately notify the City Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and descxibe at a reasonable level of detail the circumstances causing the non- performance or delay in performance. 53. 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 othexwise affect such right 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. 54. NO WAIVER OF SOVEREIGN IMMiTNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of any immunities from suit or from liability that the City may have by operation of law. 55. RECORDS RETENTION: The Respondent 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 Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and docurnents 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 fiinds being spent under the Contract. ADDITIONAL TERMS AND CONDITIONS Contract Terms It is the intention of the City to award a contract for a two (2) year period. The City and the Awarded Contractor shall have the option to renew this contract for an additional three (3) one-year periods. Materials and services undertaken pursuant to this RFP will be required to comrnence within fourteen (14) days of delivery of a Notice to Proceed. The services sha11 be accomplished per the Scope of Work and Services as identified in Section III and the Procurement Process and Procedures as outlined in Section II. The Contract shall commence upon the issuance of a Notice of Award by the City and the implementation process shall begin. The Contract shall automatically expire two years from January 1, 2013. At the expiration of the initial contract period, this contract may be renewed annuallv by written agreement between both parties, for three (3) additional one-year periods. At the sole option of the City, the Contract may be further extended as needed, not to exceed a total of six (6) months. Pricin� Firm Price Pricing and discounts that are proposed shall be firm for the initial one-year period specified in the solicitation. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in paragraph #5, "PRICE ADNSTMENTS". Price Decreases/Discount Increases Contractors are required to irrunediately implement any price decrease or discount increase that may become available. The City must be notified in writing for updating the contract. Price Adiustments Prices negotiated for this service must be firm for a period of one year from date of contract award. Any request for price increase must be based on the Consumer Price Index, Inflation Calculator, or competitive wage adjustment and capped at 5%. Request must be submitted in writing with supporting eviderice for need of such increase to the Purchasing Manager at least 120 days prior to January 1 st of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective January lst of the year the request is made or reject the increases within 30 calendar davs after receipt of a properly submitted request. If a properly submitted increase is rajected, the Contractor may request cancellation from the Contract by giving the City written notice. Cancellation will not go into effect for 15 calendar davs after a determination has been issued. Pre-price increase prices must be honored on purchase orders dated up to the official date of the City approval andlor cancellation. The request can be sent by e-mail to: purchasin�cr,citvofdenton.com Or mail to: City of Denton Attn: Purchasing Manager 901B Texas Street Denton, Texas 76209 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Ri�hts to Data, Documents, and Computer Software (Government Entity Ownership) Any softwaxe, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City and a11 such materials shall be delivered to the City by the coniractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior writ#en consent of the City; provided, however, that contractor shall be allowed to use non-confidential materials for writing samples in pursuit of the work. The ownerslup rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. Addin� New Products or Services to the Contract after Award Following the Contract award, ADDITIONAL services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City as instructed. All prices are subject to negotiation with a Best and Fina1 Offer ("BAFO"). The City may accept or reject any or all pricing proposals, and may issue a separate RFP or IFB for the products after rejecting some or all of the proposals. The commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048. INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their �espective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that �espondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become cont�actual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. +��;i7�.77�:Z�]�I f.y [�7►f:� Without limiting any of the other obligations or liabilitzes of the Contracto�, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable af'ter notifcation of contract awartl, Contractor shaCl fle with the Purchasing Depa�tment satisfactory certificates of insurance including any applicable addenrlum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposaUbid opening, since the insurance requirements rrcay not be modifierl or waived after proposallbid opening unless a written exception has been submittecl with the proposaUbid. Contractor shatl not commence any work or c�eCiver any material until he or she t�eceives notification that the contract has been accepted, approved, and sig�ed by the City. - All insurance policies proposed or obtazned in satisfaction of these requirements shall comply with the following general specifications, and shall be rrcaintained 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- VIIA or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City, its OfFicials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of m.ore than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day wt-itten notice should any of the policies described on tlze cert�cate be cancelled or materially changed before the expiration date. � Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences 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 REQLTIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specificatrons, and shall be maintained in compliance wit�i these addztional specifications throughout the duration of the Contr�act, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than �1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A sha11 include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. •�overage B shall include personal injury. � Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and IS O Form GL 0404) is used, it sha11 include at least: � Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and properly damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Professional Liability Insurance Professional liability insurance with Iimits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Contractor pocumentation City of Denton � �iem's Experience Description -- = UnitedHealth Group incorporated {UnitedHealth Group) began as a leader in the development and growth of HMOs and other health care benefit services in 1977. In 1995, we acquired MetraHealth, a company farmed from the health insurance businesses of MetLife and Travelers. Since then, we have successfully developed a number of subsidiary companies. These firms specialize in creating value- added health care products and services to better serve our customers. UnitedHealth Group operates far beyond the bounds and traditions of either insurance or management of health care services. Through its family of businesses, UnitedHealth Group serves more than 75 million individuals nationwide. We are a company based on innovation. We consistently seek ways to provide tangible value to our customers—whether individual members, businesses, governments or other health care institutions. In that pursuit, our view of value in the marketplace has included not just the measurements of the price of services, but also their quality, convenience and consistency with the underlying values of our customers. Product innovations such as consumer-driven products, direct access to medical specialists, health plan report cards, broad and open physician networks and multi-tiered prescription drug lists (PDLs) are hallmarks of our company. Our tradition of service, together with our impressive lineup of high-quality products and services, is why UnitedHealth Group has been ranked in the top three among the most admired U.S. health care companies by Fortune magazine for the past 10 years. The March 2012 survey ranks UnitedHealth Group number one in the overall health care category for the second year in a row. The businesses of UnitedHealth Group have been organized into market groups to effectively address the distinct and growing needs of our constituents: ■ UnitedHealthcare Group - Commercial sponsors of health and health benefits that are rapidly becoming consumer-centric ■ Public and Senior Markets' Group - Government sponsors of health programs that are, year by year, becoming increasingly distinct and evolving as consumer-centric ■ Enterprise Services Group - The holistic system support that includes analytics, technology, clinical services, research and financing . Whenever possible, our businesses work together to provide customers with an integrated set of health and well-being products and services. These businesses include: � BENEFITS BUSINESSES UNITEDHEALTHCARE EMPLOYER & INDIVIDUAL UnitedHealthcare Empfoyer 8�Individual offers benefit plans and service solutions designed to help employers and plan sponsors deliver affordable, effective health and well-being benefits to employees and their families, which today represent approximately 25 million consumers. In addition, by applying broad capabilities in innovative new ways, it strives to improve the health care system's effectiveness for the 140 million people who buy fheir own health insurance or purchase it through a small or mid- sized employer. Specialty Benefits provides one-stop shopping for ancillary services, such as dental, vision, fife and disabifity. City of Denton UNITEDHEALTHCARE MEDICARE & RETIREMENT Firir�'s Ex�erience Description UnitedHealthcare Medicare & Retirement, through its affiliates, serves the health and well-being needs of more than 9 million older Americans—the country's fastest-growing demographic community. Services include underwriting and support for the AARP group insurance program. UnitedHealthcare Medicar.e & Retirement's partnership with AARP constitutes the largest insurance program for people age 50 and over, including the largest Medicare supplement program in America. Its AARP MedicareRx pians are the only Part D plans with the AARP name and offer all eligible Medicare beneficiaries access to thousands of pharmacies, protection in the coverage gap and lower drug costs. EverCare contracts with physicians and other health care professionals to deliver medical care to frail, elderly residents of nursing homes. SecureHorizons provides a portfolio of products to Medicare-eligible people that includes Medicare Advantage, Private Fee-for-service and Medicare Supplement programs. Also, UnitedHealthcare Medicare & Retirement's Medicare Part D serves more than 4.5 million Medicare beneficiaries through standalone drug plans. UnitedHealthcare Medicare & Retirement is devoted to serving the unique lifestyle needs of people age 50 and older. UNITEDHEALTHCARE COMMUNITY & STATE UnitedHeafthcare Community & State, the state-programs unit of UnitedHealth Group, organizes health care benefits and resources for beneficiaries of Medicaid and other government-sponsored health care programs. UnitedHealthcare Community & State has an exclusive focus on facilitating quality care for underserved, economically disadvantaged individuals, especially women and children, and serves nearly 3 million Americans in 22 states and the District of Columbia. Its specialized programs, developed with the help of leading researchers and clinicians, are designed to target and intervene in the illnesses and conditions, including asthma, diabetes, sickle cell disease, congestive heart failure (CHF) and high-risk pregnancies, most prevalent among the individuals it serves. The innovative Personal Care Model fosters an ongoing relationship with members who have serious and chronic health conditions, coordinating resources among family, physicians, government agencies and community organizations to help members maintain the best possible functional status. SERVICES BUSINESSES OPTUMHEALTH OptumHealth helps more than 60 million Americans navigate the health care system, finance their health care needs and achieve their health and well-being goals. It does this by working with employers (large and small), health plans, payers, the public sector and directly with individual consumers. Care Solutions delivers programs in care and disease management, decision support, physical health, wellness and complex medical conditions. Behavioral Solutions provides innovative, evidence-based programs in mental health, substance abuse and work/life. Financial Services helps individuals finance their health care needs, such as Health Savings Accounts (HSAs) and facilitates the transfer of money and data between health care providers and payers. OPTUMRX OptumRx is one of the largest pharmacy benefit management programs in the United States and provides retail pharmacy network claim processing, mail-service pharmaceuticals and specialty pharmaceuticals management, The company also provides retail network contracting, rebate contracting and Elinical programs, such as step therapy, formulary management and disease/drug therapy management that assist its customers in achieving a low-cost, high-quality drug benefit. OptumRx senres more than 10 million people nationwide through 64,000 retail network pharmacies and two mail-service facilities in Carlsbad, California, and Overland Park, Kansas. i� The City of Denton � Firm's Organization O�rerview r� 1. FIRMS ORGANIZATION a. Name and Address of the Individual or Business Our legal name is United HealthCare Services, Inc. Our corporate offices are located at 9900 Bren Road East, Minnetonka, Minnesota 55343. b. General overview of the Business UnitedHealth Group Incorporated (UnitedHealth Group) began as a leader in the development and growth of HMOs and other health care benefit services in 1977. In 1995, we acquired MetraHealth, a company formed from the health insurance businesses of MetLife and Travelers. Since then, we have successfully developed a number of subsidiary companies. These firms specialize in creating value- added health care products and services to better serve our customers. UnitedHealth Group operates far beyond the bounds and traditions of either insurance or management of health care services. Through its family of businesses, UnitedHealth Group serves more than 75 million individuals nationwide. We are a company based on innovation. We consistently seek ways to provide tangible value to our customers—whether individual members, businesses, governments or other health care institutions. In that pursuit, our view of value in the marketplace has included not just the measurements of the price of services, but also their quality, convenience and consistency with the underlying values of our customers. Product innovations such as consumer-driven products, direct access to medical specialists, health plan report cards, broad and open physician networks and multi-tiered prescription drug fists (PDLs) are hallmarks of our company. Our tradition of service, together with our impressive lineup of high-quality products and services, is why UnitedHealth Group has been ranked in the top three among the most admired U.S. health care cornpanies by Fortune magazine for the past 10 years. The March 2012 survey ranks UnitedHealth Group number one in the overall health care category for the second year in a row. The businesses of UnitedHealth Group have been organized into market groups to effectively address the distinct and growing needs of our constituents: ■ UnitedHealthcare Group - Commercial sponsors of health and health benefits that are rapidly becoming consumer-centric ■ Public and Senior Markets Group - Government sponsors of health programs that are, year by year, becoming increasingly distinct and evolving as consumer-centric ■ Enterprise Services Group - The holistic system suppart that includes analytics, technology, clinical services, research and financing Whenever possible, our businesses work together to provide customers with an integrated set of health and well-being products and services. These businesses include: � � , � � _ The City of Denton Firm's �rganizatian Overviev�r ' BENEFITS BUSINESSES UNITEDHEALTHCARE EMPLOYER & INDIVIDUAL UnitedHealthcare Employer & Individual offers benefit plans and service solutions designed to hefp employers and plan sponsors deliver affordable, effective health and well-being benefits to employees and their families, which today represent approximately 25 million consumers. In addition, by applying broad capabilities in innovative new ways, it strives to improve the health care system's effectiveness for the 140 million people who buy their own health insurance or purchase it through a small or mid- sized employer. Specialty Benefits provides one-stop shopping for ancillary services, such as dental, vision, life and disabifity. � UNITEDHEALTHCARE MEDICARE �c RETIREMENT UnitedHealthcare Medicare & Retirement, through its affiliates, serves the health and well-being needs of more than 9 million older Americans—the country's fastest-growing demographic community. Services include underwriting and support for the AARP group insurance program. UnitedHealthcare Medicare & Retirement's partnership with AARP constitutes the largest insurance program for people age 50 and over, including the largest Medicare supplement program in America. Its AARP MedicareRx plans are the only Part D plans with the AARP name and offer all eligible Medicare beneficiaries access to thousands of pharmacies, protection in the coverage gap and lower drug costs. EverCare contracts with physicians and other health care professionals to deliver medical care to frail, elderly residents of nursing homes. SecureHorizons provides a portfolio of products to Medicare- eligible people that includes Medicare Advantage, Private Fee-for-service and Medicare Supplement programs. Also, UnitedHealthcare Medicare & Retirement's Medicare Part D serves more than 4.5 million Medicare beneficiaries through standalone drug plans. UnitedHealthcare Medicare & Retirement is devoted to serving the unique lifestyle needs of people age 50 and older. UNITEDHEALTHCARE COMMUNITY & STATE UnitedHealthcare Community & State, the state-programs unit of UnitedHealth Group, organizes health care benefits and resources for beneficiaries of Medicaid and other government-sponsored health care programs. UnitedHealthcare Community & State has an exclusive focus on facilitating quality care for underserved, economically disadvantaged individuals, especially women and children, and serves nearly 3 million Americans in 22 states and the District of Columbia. Its specialized programs, developed with the help of leading researchers and clinicians, are designed to target and intetvene in the illnesses and conditions, including asthma, diabetes, sickle cell disease, congestive heart failure (CHF) and high-risk pregnancies, most prevalent among the individuals it serves. The innovative Personal Care Model fosters an ongoing relationship with members who have serious and chronic health conditions; coordinating resources among family, physicians, government agencies and cornmunity organizations to help members maintain the best possible functional status. SERVICES BUSINESSES OPTUMHEALTH OptumHealth helps more than 60 million Americans navigate the health care system, finance their health care needs and achieve their F�ealth and well-being goals. It does this by working with employers (large and smalf), health plans, payers, the public sector and directly with individual consumers. Care Solutions delivers programs in care and disease management, decision support, physical health, wellness and complex meciical conditions. �Behavioral Solutions provides innovative, evidence-based programs in mental health, substance abuse and work/fife. Financial Services helps individuals finance their heafth care needs, such as Health Savings Accounts (HSAs) and facilitates the transfer of money and data between health care providers and payers. - The City of Qenton ��irm's Org�nization Overvievd _ OPTUMRX - OptumRx is one of the largest pharmacy benefit management programs in the United States and provides retail pharmacy network claim processing, mail-service pharmaceuticals and specialty pharmaceuticals management. The company also provides retail network contracting, rebate contracting and clinical programs, such as step therapy, formulary management and disease/drug therapy management that assist its customers in achieving a low-cost, high-quality drug benefit. OptumRx serves more than 10 million people nationwide through 64,000 retail network pharmacies and two mail-service facifities in Carlsbad, California, and.Overland Park, Kansas. OPTUMINSIGHT Optuminsight (formerly Ingenix) was founded in 1996 to develop, acquire and integrate some of the world's best-in-class health care information technology capabilities. Today, Optuminsight serves over 250,000 customers worldwide, including insurance companies and health plans, physicians and health care providers, hospitals, Fortune 500 companies, pharmaceutical and biotech companies and numerous federal and state agencies. It provides products and services in the following key areas: t Data and Information Services - Database and data management services, software products, publications and consulting services ■ Drug Development and Marketing Services - Clinical research services, and therapeutic �utcomes and epidemiology research c. Business Profile(s), including: 1. Type of Business (limited partnership, corporation, etc.) We are publicly traded corporation with a market capitafization of about $41 billion. 2. Business History and Age UnitedHealth Group lncorporated (UnitedHealth Group) began as a leader in the development and growth of HMOs and other health care benefit services in 1977. In 1995, we acquired MetraHealth, a company formed from the health insurance businesses of MetLife and Travelers. Since then, we have successfully deweloped a number of subsidiary companies. These firms specialize in creating value-added health care products and services to better serve our customers. UnitedHealth Group operates far beyond the bounds and traditions of either insurance or management of health care services. Through its family of businesses, UnitedHealth Group serves more than 75 million individuals nationwide. 3. Business Size (including number in each required discipline) Nationally, UnitedHealthcare has 45,985 employees. We have included a general job description and employee count below. We would like an opportunity to better understand your request for the number of registered personnel. Once this information is received, we will be happy to provide this information. Firm's Organization The City of Denton Overview Communications 278 Customer Services 9,539 Enroll & Em I Contract Install 2,23� Executive Leadershi Team 11 S Finance 1,152 Government Relations 2 Healthcare Economics 421 Human Resources 75 Information Technolo 875 Le al 2�� Marketin and Advertisin 618 Medical & Clinical O erations 3,355 Network Contract Installation 446 Network Contractin & Pricin 1,o4s Network Mana ement 2,109 Nursin 3,287 Pharmaceutical Research 3 Pharmac 132 Product Develo ment and M mt 229 Pro'ect Mana ement 927 Fieal Estate Services 4 Re ulator & Com liance 610 Sales Su ort 1,383 Sales/Direct Sellin 1,s18 Sales/Telesales 295 Sourcin & Procurement 9 Trainin 551 Underwritin & Pricin 693 �Gr��; n �Tot ��:,�� -��-� -- -. =,�.x:-�"`_ _ 45 985,� _ = � � �� `��-� <-�� __-` �, �. ° - - - _- ' = ° 4. Areas of special concentration We offer a full range of services, including traditional HMO, preferred provider organization, point-of-service and open access plans. We also provide specialty services, such as pharmacy management, managed mental health/employee assistance programs, vision, life, dental and disability coverage options. Our plan designs include everything from our innovative and flexible consumer-driven high-deductible health plans to our streamlined Preferred Portfolio program. 5. Telephone number and fax number Martha Skinner, your strategic account executive (SAE), will serve as the primary contact for this proposal. Her telephone number is (469) 633-8557 and her fax number is (469) 633-8806. Number of year firm in business We have been in business for over 35 years and were incorporated in Minnesota on January 25, 1977. 7. Amount of equity capital of the firm We are publicly traded corporation with a market capitalization of about $41 billion. The City of Denton � Firm's Organization Overview 8. Number and location of offices in Texas Currently, we have 5,115 employees located in multiple sale offices, a customer care center in San Antonio and a regional mail operation (RMO) facility in EI Paso. The sales office that is responsible for the City of Denton's (The City) account is located at 58a0 Granite Parkway in Plano, Texas. 9. Location of the office from which the work is to be managed The majority of your account management team (AMT) is located in Plano, Texas. Together they work closely will all functional departments, no matter their location, to ensure that all of your service expectations are met. y 0. � Service description with specific descriptions of responsibilities, successes and failures related to the project. Include website URLs for any service projects for which they are available. This information can be found in our response to the Business Overview Questionnaire Form, found in Section 3B of our proposal. 11. Name and contact information for the project manager or other key contact with the entity contracting these products or services. As the incumbent carrier today, Marti Skinner, your SAE, will continue to be the main project manager and key contact for the City. 12. Detaifs of any awards received. As a company that serves more than 75 million people across our lines of business, UnitedHealth Group has a distinct incentive to ensure that our products and services are accessible to everyone. Innovation is in our DNA. From being the first company to offer open access products over 25 years ago, we have led the way in providing our members and customers with better choices, better information and better health through creative products and inventive technology. This theme drives our business and has brought us success over the past several years, including the following awards: 2012 FORTUNE'S MOST ADMIRED COMPANY IN HEALTH CARE UnitedHealth Group earned the top overall ranking for the second consecutive year among health care insurance and managed care companies in FORTUNE's 2012 "World's Most Admired Companies" list, featured in the magazine's March 19 issue. UnitedHealth Group also ranked highest among the sector for the following individual categories: quality of products and services, innovation, people management, use af corporate assets, social responsibility, quality of management, financiaf soundness, and long-term investment. FORTUlVE's "Most Admired Companies" list is widely considered a definitive measure of corporate performance and reputation. Since 1997, FORTUNE has collaborated with The Hay Group to identify, select and rank the World's Most Admired Companies and uncover the business practices that make these companies both highly regarded and successful. For more information on how the rankings are determined, please view the full methodology at this website: http://www.haygroup.com/Fortune/research-and- findings/faqs.aspx?utm_source=PressRelease&utm_medium=Bliss&utm_campaign=FOR TUNE2011 The City of Denton � Fi4�m's Qrganization overview HUMAN RIGHTS CAMPAIGN AWARD The Human Rights Campaign, the nation's largest lesbian, gay, bisexual and transgender civil rights organization, recently released its annual list of `Best Places to Work for LGBT Equality." UnitedHealth Group was among the 190 companies awarded this distinction for employment policies and practices that include LGBT workers and their families. UnitedHealth Group received the same rating in 2010 and 2011. The "Best Places to Work for LGBT Equalit�' distinction is awarded to businesses that scored 100 percent on the HRC Foundation's 2012 Corporate Equality Index, the primary method for businesses to benchmark and evaluate their poficies, practices and diversity efforts relating to LGBT workers. The index evaluates non-discrimination policies, benefits, diversity training and other internal resources for LGBT workers, as well as external support for the LGBT community. 2011 OUTSTANDING CORPORATE INNOVATOR AWARD UnitedHealth Group has been named 2011 Outstanding Corporate Innovator by the Product Development and Management Association (PDMA). This prestigious award recognizes the company as a world-class innovator, not just within health care, but across all industries. Th� Outstanding Corporate Innovator Award recognizes companies that are exceptionally skilled at creating quantifiabfe value through product and service innovation on a sustained basis (five years or more). According to the PDMA, UnitedHealth Group was selected on the basis of our relentless focus on nurturing and supporting innovation, the use of information, technology and deep clinical insight to identify and develop break-through opportunities, and our leadership's commitment to transformation in the rapidly evolving health care environment. UnitedHealth Group is the first health benefits and services organization to receive this award. This award is a clear recognition of the everyday contributions of our employees across the enterprise, as we drive solutions that help people five healthier lives and make the health system - work better for everyone. Further information regarding the award and selection process can be found here: http:/lwww.pd ma.org/about_oci. cfm. HIGHEST IN CLAIM ACCURACY In June 2011, UnitedHealthcare received high marks from the American Medical Association (AMA) in its 2011 National Health Insurance Report Card. The fourth annual report card evaluated seven national health insurance companies on the timeliness and accuracy of their claims processing based on a variety of payment, approval and process metrics. UnitedHealthcare moved into the top spot among its industry peers on two metrics of high importance to physicians: Contracted Fee Schedule Match Rate, which indicates how often an insurer's claim payment matches the contracted fee schedule; and Electronic Remittance Advice (ERA) Accuracy, which measures the rate at which the insurer's allowed amount equals the physician practice's expected allowed amount. These are among the two leading criteria used to assess an insurer's overall claims payment accuracy, according to the AMA. UnitedHealthcare received strong scores on other metrics in the AMA Report Card, including percentage of claim lines denied at just 1.05 percent. The full report is posted at http://www.ama-assn.orq/ama/pub/phvsician- resources/s�l utions-manaq inq-VOUr-practi ce/codinq-b illinq-insurance/heal-clairns- process/national-health-insurer-report-card.paqe. The City of Denton � Firm's Organization QV@I'VIGVJ HIGHEST IN CUSTOMER SATISFACTION � UnitedHealthcare ranked highest in employer satisfaction among the nation's self-insured commercial health plans, according to a June 23 press release issued by J. D. Power and Associates. The 2011 Employer Health lnsurance Plan Study analyzed fou r national commercial health plans in the self-insured segment and fully insured segment, and was based on feedback from more than 1,200 employers nationwide. UnitedHealtheare ranked highest in all five individual factors measured in the self-insured segment of the study: cost and cost management; account servicing; employee plan service experience; product offering and benefit designs; and problem resolution. The Employer Health lnsurance Pfan study is one of the largest national studies conducted annuafly among employer-purchasers of health insurance. It is the only study exclusively focused on satisfaction with the service that employers receive from their health plan. Further information can be found here: http://home.uhc.com/communications/docs/headlines/Final%20UHC%20JD%20Power%20 2011 %20Employer%20Study%2006-23-11.pdf BEST EMPLOYER FOR HEALTHY LIFESTYLES In May, UnitedHealth Group was recognized as one of 2011's "Best Employers for Healthy Lifestyles" by the National Business Group on Health (NBGH). This awarct acknowledges "those employers that have responded to the urgent need to improve their workers' health, productivity and quality of life." Due to the health care programs in place, we were awarded platinum-level recognition. Platinum is the highest level award available to businesses. FORTUNE'S MOST ADMIRED COMPANY IN HEALTH CARE March 2011, Fortune Magazine released its annual ranking of the most admired companies. UnitedHealth Group was ranked No. 1 among health care insurance and managed care companies. We were selected as the most admired in the overall category, and we were rated first in eight of the nine surveyed areas — innovation, people management, use of corporate assets, social responsibility, quality of management, financial soundness, long-term investment, and quality of products and services. SERVICE INDUSTRY ADVERTISING AWARDS UnitedHealthcare won four awards in the Eighth Annual Service Industry Advertising Awards in January 2011. These were given for outstanding member engagement communications that we built for some of our large UnitedHealthcare National Accounts customers. We were awarded Gold and Merit-level honors. HEALTH CARE ADVERTISING AWARDS [n May 2011, UnitedHealthcare was awarded gold, silver and bronze level 28th Annual Healthcare Advertising awards sponsored by the Healthcare Marketing Report. Judges reviewed the entries on the basis of creativity, quality, message effectiveness, consumer appeal, graphic design and overafl impact. Our customer communications were evaluated against nearly 4,000 other competitor entries. \ The City of Denton � Firm's Organization Overvie�n1 �1STER AWARDS _ UnitedHealthcare was the winner of one silver and three gold prizes from the 2011 Aster Awards which honor superiority in medical marketing. A national panel of design and health care marketing professionals judge the entries based on creativity, layoubdesign, iypography, production, quality and overall effectiveness. The awards are hosted by Creative Images, Inc. and winning entries are published in Marketing Healthcare Today, the creative source for marketing professionals who want to keep their finger on the pulse of the nation's finest healthcare marketing. 2010 AVA AWARDS For December of 2010, UnitedHealthcare won three 2010 Ava Awards for our three-part video series on diabetes. Ava Awards is administered and judged by the Association of Marketing and Communication Professionals (AMCP). The international organization consists of several thousand production, markefing, communication, advertising, public relations and free-lance professionals. The Association administers recognition programs; provides Judges and rewards outstanding achievement and service to the profession. The international Ava Awards recognize outstanding work by creative professionals involved in the concept, writing, direction, shooting and editing of audio-visual materials and programs. Entries include film, analog and digital productions viewed in a wide variety of inedia, from movie screens to televisions to computers. Entrants include video and film production companies, Web developers, advertising agencies, public relations firms, corporate and government communication departments, producers, directors, editors and shooters. UnitedHealthcare's Consumer Communication Solutions team won the following awards: ■ Platinum — Informational: Pre-diabetes video ■ Platinum — Medical/Patient Education Managing diabetes video ■ Gold — Ffash: A Diabetes diagnosis video HUMAN RIGHTS CAMPAIGN AWARD The Human Rights Campaign (HRC) released the ninth annual Corporate Equality Index in November of 2010 and awarded UnitedHealth Group a perfect score of 100 percent for the fair treatment of gay, lesbian, bisexual and transgender employees, consumers and investors. The HRC's Corporate Equality Index report, released each fall, provides an in-depth analysis and rating of large U.S. employers and their policies and practices pertinent to lesbian, gay, bisexual and transgender employees. Businesses rated 100 percent are recognized in the HRC's "Best Places to Work" list, and are invited to apply for the HRC Award for Workplace Equality Innovation. All consumer-oriented businesses are also included in the "Buying for Equalit�' guide. MILLIMAN INNOVATION AND LEADERSHIP IN HEALTH CARE AWARD November of 2010 brought UnitedHealthcare The Richard L. Doyle Award for Innovation and Leadership in Health Care was received for working collaboratively with physicians and other health professionals to identify and employ best practices to prevent complications from major bowel surgery. m ',. The City of Qenton � Firm's Or�anizaiion Over��iew -_ � Milliman is a national organization that publishes evidence-based clinical guidelines used by `= more than 1,800 customers, including 1,000 hospitals, and supporting the care of more than two-thirds of health plan participants nationwide. An in-house staff of clinician writers develop and annually update the Milliman Care Guidelines° based on the latest clinical evidence, which was used as the foundation for UnitedHealthcare's award-winning program that addressed an unacceptably high level of preventable complications related to bowel surgery. MARCOM AWARDS In November 2010 we were once again F�onored by the Association of Marketing and Communications Professionals with three MarCom Awards. This year we were awarded Platinum level recognition for our Consumer Communications Solutions digital portfolio and our Consumer Communications Solutions Web site. We won a Gold level award for our Pre- Diabetes videa TECHNOLOGY INNOVATION AWARD WALL STREET JOURNAL In September of 2010, our groundbreaking Disease Precursor ldentification software was recognized by The Wal! Streef Journa! in the publication's prestigious 10th Annual Technology Innovation Awards. Additionally, our company, Optuminsight was selected as a runner-up in the health care information technology category. Further information regarding this accolade can be found here: http:!/o n I i ne.wsj.com/arti cle/S B 10001424052748703860104575507662614225090.htm I? m od =WSJ_newsreel_technology#articleTabs%3Darticle FORTUNE'S MaST ADMIRED FOR INNOVATION In March of 2010, UnitedHealth Group recaptured the #1 ranking on Fortune Magazine's annual list of "Most Admired Companies in America" for innovation in the health insurance and managed care sector. Innovation is at the center of UnitedHealth Group's efforts to help people five healthier lives. Our investments in innovation are consistent with our strategic focus: improving health and well-being; reducing the cost of health; increasing access to high quality care; empowering consumers; and improving system efficiency and efficacy. For more information regarding this prestigious honor please visit money.cnn.com/magazines/fortune/mostadmired/2010/snapshots/3147.html. BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY TEXAS SECRETARY of STATE HOPE ANDRADE P�ge 1 of 1 UCC � Business Orqanizations � Trademarks � Notarv � Account � He1p/Fees � Briefcase � Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: Original Date of Filing: Formation Date: Tax ID: 4915106 October 14, 1980 N/A 14112892451 Entity Type: Foreign For-Profit Corporation Entity Status: In existence FEIN: Name: UNITED HEALTHCARE SERVICES, INC. Address: 9900 BREN ROAD EAST, MN008 T390 MINNETONKA, MN 55343-4402 USA Fictitious Name: N/A Jurisdiction: MN, USA Foreign Formation Date: N/A REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT Name C T CORPORATION SYSTEM Order Return to Search Address 350 N. St. Paul St., Ste. 2900 Dallas, TX 75201-4234 USA ASSOCIATED ASSUMED NAMES ENTITIES Inactive Date Instructions: � To place an order for additional information about a filing press the 'Order' button. T`exas D��r�men� c�f �r��ur�r��e GEF�T�FICATE 1�Q,.1197G 7'HI� f� T� G�RTI�"Y i`HA7' . 0�'� "1�!. �!'� � t ��dj l ` 1��' ' ;J��- �-�s�� :,;�., �ER'T'�ICAT"E Q�' AU'I'H�R�7'1'' UI�ITED HEALTHGARE �ERVICES, 1[�� MINI��TaNI�A, �1[I�INES�TA ��MPANY �f0, 31-095�64 h�s c�mplied witF� the laws of the Stat� of Texas applicabEe there#o and is hereby authorized to� transact the business �f THL�D PAI�TY AD!NiINIS'�'RAT�R within the State a# `T"exas. This �ertificate of Au�hcrrity s€�ail be in full force ar�d �eFfeet uritil �f is ravoked, cance�ed, or suspended accarding ta lau�, [N TESTIMQNY WH�REQF wi�nes� my hand and seaf af affice at Austin, Texas, t�is 19TH ��y of AUGUST ,q.:D. 19�8 ELTON ��QI�I�R COMCviISSl�3NER QF ]NSURANCE i' t BY � � MA�T RAY DEPUTY GOIV�MISSIC} R LIC�IVSIN� G�Ot�F� 1"��. ""'" '� � �FFICIAL �RI}ER of'the CQMMISSIt�NER OF �N�CiRANCE �f the �TAT� p� 'T��C.A�,S �'UST.�+T, T'E��S DATE; �� C� �� su��t�a�sid�,��a; v�rzT�D x��z��rxc.� s��v�c�s, ��c. MINNETONK�, �TNI�IESOT� �:�T'�Z,I�Fa.Z`IOhi FQR CER�'T�''TCA�E QF Ai]THQR2TY TQ OP�RATE „AS A 'r`�iIR�3 P�iRTY' �x�3MII��STRATOR Docket Aio. R-98-�733 Gene�ral Remarks and €�fficza! actior� ta�eri: Dn this day, came an far co�tsidera�ion by the Commissione�- of Insu�an�e� pursuan� tp T�X. TNS, �DDE ANN_ art. 21_07-5 and 28 TEX_ ApMIN. CODE §§ �.�.6t�1-7.161'�, �he a�pl ic�tion o� tTNTTE�7 �iE2�LT�iCARE SERV�CE3, 23+IC. , MI2��t�N]�i� MINi�ESO'1'A, for a C�r�ific�.te of Au�hc�rity to opara�e as a Third Farty �dministrator ix� t�e �tate of Texas.. '�'�xe �olnmi�si�raer 4f Insurarice ,is sa�isfied that there is suffici�nt basis to appr��cre the apglication and tha�. �he appli�a�ion i.s properly su�ported b�r th� ��qiiired documents. IT �S, TI��REk'OI�E, THE C?RI�ER o� the Co�rtmissioner o� Insuranee tha� the ap�i�i.�a�.ion oP �72iT�'�E�F3 ��L�i3��t� �ERSiZ�S, iI+��C. � �5.�2�iE�QNKA, MiNN�St��'A, for � Cartificate ai Authority tn c�gc�ra�� as a Third pa�ty Admin.�stra�or i� trie Sta�e o� Texas, be, ar�d t.he sam� is here}�y, appr�vec3, and that said company , be issu+�d a C�rtificate of AutY�ority to act as a Third 1?arty .Adr�in9.st�ator. ELTOr1` �3C)�� CC?MM�SSIt�NER QF �NSTTRANCE B� �� MATT F�AY UEPUTY �QI+II�IISSI �R LI CE�i� �NG GRDUF � C'crtitic,ltc No. 1'! 8 h:'s r�f�s is r« cru�r�E� �r3�.ar '�'exas Department of Insuraiice = %i��a,; i� �1� � � .� Certificate «f .�uthorit�� ';�rn�ttt�}•' �:U. �7 � - �l �3 3 8 �. 0 �J�vz�r�Bx�r�,?�xc�= rrasuR��1�� co��IPP.Nv _-I: RTFORD, C'C'i��`L�IFCTI y'liT has contpli�ci �vith ti�� ta4ti�s of �he �ta[c: uF Texas a�plir:bl� thereto ar:d is hereby :�z�triQFlLCCj FO trantiact the hEitii[lztiti oI' L�.i4; Accic�c.nti and 1�alth in��Er��nc� within th� .ee;�tz ol Tzxas. This C:�.rtiFicate of ,authorily �ltal( be in ('ull f��rc� and eCPecr ttntil i€ is revukeii, ranc�led or suspenef�d ac�ordiEt� to law. Eri TFS'T[tifOi�Il` ��'HEREQF, 4v�tness my has�d and Seal c�r i�tti�z at :1�istin. Texas, rEtis 12th dayut-- �ovemi�er —_ ,�.11. 200�5 �tI[{� CJEESLIN COAt SSEC)NF:It O� INSCJR�. 'Cl: c � ('} � � � DY' --- - -s C'sod�vin Oftaechesi, Directoe Comp�ny I�icensing & ftegis[ratian , �• � • ��. Subject C'on4idered: ()FFICI;II, ORDER r1f tlre CU�I_III�SIO\ER OF ItiSUR��\CF, of the 5'I' aTE OF TtiY.�S :�US'1'�N, '1'FX;1S �ate: NOY 12 2009 U�I�TED �iEr�LTriC�RE INSUFt��.�TCE COMPANY Aart�ord, C:onn�cticut T�I �tio. 02-83860 :4i.�'LE�11�ED CaRb }F�CATE Oh rIUTHQRIiY Genec�il rertia�rks anci official action taken: ��! :his da�� :�e Commission�r of Lnsurarice consic�.ered th� appl i c';ati�n � i T�Ti LT�D H�AJT�±C�'�RE INSUt�NCE CpMPANY, Hartford, Conner_ticut, Fo� ar_ �mended Ce-tiL �cate of �utnority chanqinc� its ;��me tt`C�TR TJ�T�TFD HEAL'I'HC�'LRE TNSU�%-INCE CC�='�IPANY t0 Ut'JITFDHE%�i THCAfZE LN �tTRrII�CE COMPEINY . �.JNTT�D iiF�Lt�CA�E LuSUR�C�' CCi�p�NY has �ubrnitted documenCatioz� sno�r�anq rha� rne State ot Cannecticut �nsurance Depar4CR�I7.t has �nprovec� the C��t_fiCate o� �,enc3�ner?'� of UNI`1'EU HEALTHCAIZ�' I�ISUR 1ItiCc� COMP�.vY cha-nging i ts nam� Lo UNITED'rI�ALTHCARE I1VSL`RANC� COUL��NY. Based on this eio�umenGatic;n, Texas Departrnent of Lnsu�anc� staff have de��rmineci 4:zat e.Y!� compar?y appears ro .hav� com��?zd �N�th ch� requirements in '�'Ex. �NS. CCDE Atvl�. §§ 982.051 ar�d 98`L.I�J�, `or' �ii �mended Certificat� o� Authority. `rh� Varne C�ar_ge Endor'semenC For UNy`PFD HEALTHCA.RE INSURANCE CohI�A�1Y, Ha�t�or-d, Conn��ti�ut, �'c�rm No. CNC.T.TX has beer� fiied °,�ritY� thc� L� fe;'Hca1C11 �ivision o`_ LY:e Tex�.s Departrn�nC c�� =nsurance and ��]IT�D HEALT:�CAR� I�SUR.r�VCE CC?MPANY nds �epreser��ed to staff at tre Texas ��z�artm�n� of Insuranc� that tre Name Ch��g� Endorsemert svi11 be mailed �o all at�ecte� �olicynolders by Ui�ITED I-:EALTHCAR� TN�URA:VCE Cd�f��a.NY. Sta`� at the '��xas Department of In�urance have r�vi�:Ned r_he Name Cha�ge �r_dorsement �or tTNITFD I°I�ALT�-IC?�RE TNS[��A!VCE C�NPt�1�Y and it app°ars t�at �he Na.�-ne Change EndorsemenL prop��'y n��ifies a�fect2d poli�yholders of the mateY=a1 char.ges to �_h�: polici.es and �ro�erly prov;�'es affected policyholders w?r_h prop�r rantact in�oYmatior. regarding the policy. .1' �i • �', CO��'IT•IISSIONE�' S OR�ER ��IITED H��?LTHC�R ; INSUR�ICE C0�1P�'V� 2AGP•, 2 of"?. The Cor�unissior�r aL Insurar_ce c�RDERS ttZdt Cer*ificate of Autho?"� "y 11433, dated �'�i�r�:ary 1$, 1997, issued ko CJNImED HE��T�C��E Ir3S�R�VCE CJ^;�o�s�Y, Hartford, Co?znect�c�st, pe, anci ,-s, hereby canceled and �Y?at ar? amended C�r�ifi�ace of AutZCrizy b� issu�d �cncurren�.i_y �.o UN�'1'�DH�ALTHCARE INSUR�UCE CONiP�NY, F:artforci, �annecticut. A�IIKE GEESLIN COI�IMISS ��R OF II�.TSLJP�NC� � ��. ��: Godwin 0 aechesi, De�'ecto-r Company L?cens�ng & Zegi_stration CGmmissioner's Ord�r C7-G9$9 2ecommended by: _ , _��____�'aJ ��J l.t.�`�f\ 9� �� -a� Mitchell, 1*_lsurance Spec�;�z' ist rompariy Lic�nsing & RegisCrapion �_c3v i e�r�ed by : . ; j ' %t,c. ; � �._:.,at} � ��-"''� . _,�--- �:,� -. ]�?argaret Jor�c�n, Sr�.�� Attorney �in�.nc?a1_ Couns�- SeCtion ��c��i & I�egulatory r�� fairs Divisi�ri CITY OF DENTON RFP FOR 4956 ASO for Medical & Pharmacy Benefits ATTACHMENT D CONFLICT OF. INTEREST QUESTIONNAIRE FORM CIQ For vendor or other erson doin business with local overnmental entit This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). 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 person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code, A person comtnits an offense if the person knowingly violates Section 176,006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. ❑ ✓� .�. . � , ,`I� � � ✓� cr 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 7`� business day after the date the originally filed questionnaire becomes incomplete or inaccurate,} JName of local government officer with whom filer has an empioyment or business relationship. �S C--� � 1 c n� � Name of Officer This section, (item 3 including subparts A, B, C& D), must be completed for each officer ith whom the filer has an employment or other business relationship a�ed by Section 176.00�Y 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 filer of the questionnaire? � Yes � No B. Is the filer of the questionnaire 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 file�is questionnaire empl�y 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 10 percent or more? Yes No D. Describe each affiliation or business relationship. J � �/ % � � < <�� z i i � Signature�of person doing business with the governmental entity Date PAGE 65 OF RFP #4956 � °� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D�lYYYY) 1010912012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. 333 South 7th Street, Suite 1fi00 Minneapolis, MN 55402-2400 Attn: Healthcare.accountsCSS@marsh.com Fax 212-946-1307 401115—GLPL-12-14 INSURED UNITED HEALTHCARE SERUICES, INC. clo UNITEDHEALTH GROUP 99D0 BREN ROAD EAST MN008 T425 MINNETONKA, MN 55343 c: Old Republic Insurance Co 147 COVERAGES CERTIFICATE NUMBER: CHI-004545351-01 REVISION NUMBER:S THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LINIITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 7YPE OF INSURANCE A�DL SUBR POLICY EFF POLICY EXP . LIMITS LTR WVD POLICY Nl1M8ER MM/�O/YYYY MM10D/YYYY GENERAL LIABILITY � EACH OCCURRENCE $ i3OOO,ODO A X MWZY59664 05/0112012 0510112014 DAMAGE TO RENTED 1,000,000 COMMERCIAL GENER4L LIABILITY PREMISES Ea occurrence $ CLAIMS-MADE � OCCUR MED EKP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY PR� LOC $ AUTOMOBILE LIABILITY COM6INED SINGLE LIMIT Ea acciden[ � ANY AUTO . BODILY INJURY (Per persan) $ � ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident $ UMBRELLA LIAe OCCl1R EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ � $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y� N ORY L T E ANY PROPRIETOR/PARTNER/EXECUTIVE � N� A E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED7 (Mandatory In NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPER4TION5 below ' E.L. �ISEASE - POLICY LIMIT $ Managed Care Each Claim $5,000,000 A Professional LiabilitylE&0 MWZZ50659 0510112012 0510112014 Annual Aggregate $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES {Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: THE CITY OF DENTON, ITS OFFICIALS, AGENTS, EMPLOYEES, AND VOLUNTEERS ! RFP 4956 ASO FOR MEDICAL & PHARMACY BENEFITS. THE GENERAL LIABILITY POLICY INCLUDES A BLANKET ADDITIONAL INSURED ENDORSEMENT FOR PERSONS OR ORGANIZATIONS WHERE UNITEDHEALTH GROUP IS OBLIGATED TO PROVIDE SUCH STATUS BY WRITTEN CONTR4CT OR AGREEMENT, ONLY TO THE MINIMUM EXTENT REQUIRED AND SUBJECT TO POLICY TERMS AND CONDITIONS. GENERAL LIABILITY COVERAGE APPLIES ON A PRIMARY BASIS FOR PERSONS OR OR�ANIZATIONS WHERE UNITEDHEALTH GROUP IS OBLIGATED TO PROVIDE SUCH STATUS BY WRITTEN CONTRACT OR AGREEMENT, ONLY TO THE MINIMUM EXTENT REQUIRED AND SUBJECT TO POLICY TERMS AND CONDITIONS. CERTIF,ICATE HOLDER CANCELLATION _ CITY OF DENTON 215 E. MCKINNEY ST. DENTON, TX 76201 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLE� BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE . of Marsh U5A Inc. Manashi Mukherjee -�Cn��..�oo� ��c�w.�e-� O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2090/05) The ACORD name and logo are registered marks of ACORD