HomeMy WebLinkAboutContract 47393 CITY SECRETARY,.J
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ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") between United HealthCare Services, Inc. ("United") and
City of Fort Worth, a home rule municipal corporation of the State of Texas ("Customer") is effective January 1,
2016 ("Effective Date"). This Agreement covers the services United is providing to Customer, either directly or in
conjunction with one of United's affiliates, for use with Customer's Self-Funded employee benefit plan and apply to
claims for Plan benefits that are incurred on or after the Effective Date.
United identifies this arrangement as Contract No.: 905579. The City of Fort Worth identifies this arrangement as
City Secretary Contract No.
The Contract documents shall include the following:
1. This Agreement for Administrative Services
2. Exhibit A—Statement of work [OFFICIAL RECORD
3. Exhibit B—Schedule of Compensation ITE' UCRETARY
4. Exhibit C—Business Associate Agreement F r.WORTH,TX
5. Attachment A—RFP 15-0222 Health Benefits Management
6. Attachment B—United's Response to RFP 15-0222 Health Benefits Management including BAFO
7. Attachment C—Administrative Regulation D-4 Official City of Fort Worth Logo
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event
of any conflict between the documents, the terms and conditions of this Administrative Services Agreement shall
control.
This Agreement may be executed in counterparts, each of which when so executed and delivered shall be considered
an original, but such counterparts shall together constitute one and the same instrument and agreement. Any
signature delivered by a party by facsimile or other electronic transmission (including email transmission of a
portable document file(pdf)or similar image)shall be deemed to be an original signature hereto.
By signing below, each party agrees to the terms of this Agreement and warrants that he/she has the legal authority to
execute this Agreement on behalf of his/her respective party. Each party further warrants that such binding authority
has been granted by proper order,resolution, ordinance, or other authorization of the entity. The other party is fully
entitled to rely on this warranty and representation in entering into this Agreement.
City of Fort Worth United HealthCare Services,Inc.
1000 Throckmorton Street 185 Asylum Street
Fort Worth, 76102 Hartford,CT 06103-3408
U , l�
By: By
Authorized Signature Authorized Signature
Print Name: Susan Alanis Print Name: Holly Durinick
Print Title: Assistant City Manager Print Title:_Regional Contract Manager Q�ouF��a +`
Date: I Date: December 29,2015 V '
APPROVED AS TO FBR64 AND LE i �� � �Do000011A
Wald P. Gonzales Asst.C' Seg
istant CIty AttorneyCYUI II zrnw 5 �T evi�+ ' rou 'y
Table of Contents
Section1—Definitions.................................................................................................................................. 1
Section2—Term ......................................................................................................................................2
Section 3—Customer Responsibilities.........................................................................................................2
Section4—Fees ......................................................................................................................................3
Section 5—Records,Information,Audits...................................................................................................4
Section 5—Taxes And Assessments.............................................................................................................6
Section 6—Minority Business Enterprise(MBE)Participation...............................................................6
Section7—Indemnification..........................................................................................................................7
Section 8—Plan Benefits Litigation ............................................................................................................7
Section 9—Informal Dispute Resolution.....................................................................................................8
Section10—Termination.............................................................................................................................8
Section11—Insurance..................................................................................................................................9
Section 12—Miscellaneous......................................................................................................................... 10
EXHIBIT A—STATEMENT OF WORK................................................................................................ 13
EXHIBITB—FEES....................................................................................................................................25
EXHIBIT C—PERFORMANCE STANDARDS FOR HEALTH BENEFITS.....................................27
EXHIBIT D—BUSINESS ASSOCIATE AGREEMENT.......................................................................31
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Section I —Definitions
When these terms are capitalized in the Agreement they have the meanings set forth below. The words may be
singular or plural.
Bank Account: Bank Account maintained for the payment of Plan benefits, expenses, fees and other Customer
financial obligations.
Employee: A current or former employee of Customer or its affiliated employer.
IRC: The United States Internal Revenue Code of 1986, as amended from time to time.
IRS: The United States Internal Revenue Service.
Network: The group of Network Providers United makes available to the Plan who have entered into or are
governed by contractual arrangements under which they agree to provide health care services to Participants and
accept negotiated fees for these services.
Network Provider: The physician, or medical professional or facility which participates in a Network.A provider is
only a Network Provider if they are participating in a Network at the time services are rendered to the Plan
Participant.
Overpayments: Payments that exceed the amount payable under the Plan. This tern does not include overpayments
caused by untimely or inaccurate eligibility information.
Participant: Employee or dependent who is covered by the Plan.
Plan: The plan to which this Agreement applies, but only with respect to those provisions of the plan relating to the
Self-Funded health benefits United is administering, as described in the Summary Plan Description.
Plan Administrator: The current or succeeding person, committee, partnership, or other entity designated the Plan
Administrator as defined by federal or state law, as applicable to the Customer and who is generally responsible for
the Plan's operation.
Proprietary Business Information: Nonpublic information, trade secrets, and other data including, but not limited
to, sales and marketing information,management systems, strategic plans and other information about the disclosing
party's business, industry,products and services,plans, specifications, operation methods,pricing, costs,techniques,
manuals, know-how and other intellectual property, in written, oral or other tangible form, provided by one party to
another or its representative; and all information, documents, technology, products, and services containing or
derived from Proprietary Business Information which was or may have been transmitted, given or made available to
or viewed by one party or another in the course of the receiving party's relationship. United's Proprietary Business
Information shall include, but not be limited to, discounts and other financial provisions related to United's Network
of healthcare providers and claims data from which those financial provisions can be derived and financial
provisions related to prescription drug products covered under the medical benefit, the Prescription Drug List,
reimbursement rates, compensation arrangements and all other financial provisions related to the pharmacy benefits
contained in this Agreement. While the Prescription Drug List is considered United's Proprietary Business
Information, it may be disclosed in the limited circumstances outlined in this Agreement or as required by law. This
information is collectively known as"United Financial PBI".
Rebates: All rebates, discounts or other financial incentives (whether access, base, Prescription Drug List (PDL),
incentive, market share, volume, or other), and administrative fees which United receives directly or indirectly from
a phannaceutical manufacturer and which are obtained in connection with prescription drug products dispensed to
Participants under the Plan's medical benefit. Rebates do not include any purchasing discounts,provided that United
obtains the same Rebates for prescription drugs regardless of where the prescription is dispensed. Rebates to
customers are administered and paid under the medical benefit plan as outlined in this Agreement.
Self-Fund or Self-Funded: Means that Customer, on behalf of the Plan, has the sole responsibility to pay, and
provide funds,to pay for all Plan benefits.United has no liability or responsibility to provide these funds. This is true
even if United or its affiliates provides stop loss insurance to Customer.
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Summary Plan Description or SPD: The document(s) Customer provides to Plan Participants describing the terms
and conditions of coverage offered under the Plan.
Systems: Means the systems United owns or makes available to Customer 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 governmental entity.
Term or Term of the Agreement: The period of twelve (12) months commencing on the Effective Date and
continuing for additional 12-month periods,renewal periods,until the Agreement is terminated.
Treasury Department: The United States Department of the Treasury.
Urgent Care Claims: A claim for medical services and supplies which meets ERISA's definition of Urgent Care
Claim.
Section 2 —Term
The initial term of the Agreement will be three (3)years and shall commence on January 1,2016("Effective Date")
and shall expire on December 31, 2018, unless terminated earlier in accordance with the provisions of this
Agreement. Customer shall have the sole right to renew this Agreement for two (2) additional one-year terms. If
Customer desires to exercise an option to renew, Customer shall notify United in writing of its intention to renew at
least 60 days prior to the end of the then-current term. Compensation to be paid during any option term shall be the
same as that provided for in the Initial Term,unless otherwise agreed to in writing.
Section 3—Customer Responsibilities
Section 3.1 Responsibility for the Plan. United is not the Plan Administrator of the Plan. Any references in this
Agreement to United"administering the Plan" are descriptive only and do not confer upon United anything beyond
certain agreed upon claim administration duties. Except to the extent this Agreement specifically requires United to
have the fiduciary responsibility for a Plan administrative function, Customer accepts total responsibility for the Plan
for purposes of this Agreement including its benefit design, the legal sufficiency and distribution of SPDs, and
compliance with any laws that apply to Customer or the Plan, whether or not Customer or someone Customer
designates is the Plan Administrator. The Customer represents that the Plan has the authority to pay fees due under
this Agreement from Plan assets.
Section 3.2 Plan Consistent with the Agreement. Customer represents that Plan documents, including the
Summary Plan Description as described in Exhibit A — Statement of Work, are consistent with this Agreement.
Nevertheless, before distributing any communications describing Plan benefits or provisions to Participants or third
parties, Customer will provide United with copies of the Summary Plan Description and Employee communications
which refer to United or United's services prior to distributing these materials to Employees or third parties.
Customer will within a reasonable period of time amend them if United reasonably determines that references to
United are not accurate, or any Plan provision is not consistent with this Agreement or the services that United is
providing.
Section 3.3 Plan Changes. Customer must provide United with notice of any changes to the Plan and/or Summary
Plan Description within a reasonable period of time prior to the effective date of the change to allow United to
determine if such change will alter the services United provides under this Agreement. Any change in the services to
be provided by United under this Agreement which would be caused by any aforementioned changes must be
mutually agreed to in writing prior to implementation of such change. United will notify Customer if(i)the change
increases United's cost of providing services under this Agreement or(ii)United is reasonably unable to implement
or administer the change. If the parties cannot agree to a new fee within (30)thirty days of the notice of the new fee
or if United notifies Customer that United is unable to reasonably implement or administer the change, United shall
have no obligation to implement or administer the change, and Customer may terminate this Agreement upon (60)
sixty days written notice.
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Section 3.4 Affiliated Employers. Customer represents that together Customer and any of its affiliates covered
under the Plan make up a single "controlled group" as defined by ERISA and/or the IRC, as applicable. Customer
agrees to provide United with a list of Customer affiliates covered under the Plan upon request.
Section 3.5 Information Customer Provides to United. Customer will tell United which of Customer's Employees,
their dependents and/or other persons are Participants. This information must be accurate and provided to United in a
timely manner. United will accept eligibility data from Customer in the format described in Exhibit A- Statement of
Work. Customer will notify United of any change to this information as soon as reasonably possible.
United will be entitled to rely on the most current information in United's possession regarding eligibility of
Participants in paying Plan benefits and providing other services under this Agreement. United will apply electronic
eligibility changes without imposing any extra fees. In the event that Customer requests manual retroactive eligibility
changes or retroactive eligibility changes to include claims reprocessing, United will make such changes only after
the parties agree to the terms on which such changes will be made and any extra fees that would apply for doing so.
United shall be entitled to rely upon any written or oral communication from Customer, its designated employees,
agents or authorized representatives.
Customer agrees to provide United (or cause Customer's vendor to provide United), in a timely manner with all
information that United reasonably requires to provide Customer's Participants with disease management services as
described in accordance with Exhibit A - Statement of Work and United's program guidelines. United shall be
entitled to rely on the information that is provided to United in connection with United's provision of disease
management services to Customer's Participants.
Section 3.6 Notices to Participants. Customer will give Participants the information 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, Customer will notify all Participants that the services United is providing under this
Agreement are discontinued.
Section 3.7 Escheat. Customer is solely responsible for complying with all applicable abandoned property or
escheat laws,making any required payments, and filing any required reports.
Section 4—Fees
Section 4.1 Fees. Customer will pay fees to United as compensation for the services provided by United in an
amount not to exceed$3,473,600.00 annually. In addition to the fees specified in Exhibit B, Customer must also pay
United any additional fee that is authorized by a provision elsewhere in this Agreement or is otherwise agreed to by
the parties, so long as the additional fees are agreed to in writing and subject to appropriations by Customer's
governing body.
Section 4.2 Changes in Fees. United has quoted fees based on varying enrollment bands. The initial fees for each
year will be based on the actual initial enrollment for that year. Should a change in the number of enrolled medical
Employees result.in a change in enrollment bands during the year,United reserves the right to adjust the fees on the
effective date of the change, so long as the fee adjustments are agreed to in writing by both parties. In addition,,
United can change the fees on each Term anniversary ("Renewal Term"), subject to the provisions of Exhibit B.
United will provide Customer with sixty (60) days prior written notice of the revised fees for subsequent Renewal
Terms. Any such fee change will become effective on the later of the first day of the new Renewal Term or thirty
(30) days after United provides Customer with written notice of the new fees. United will provide Customer with a
new Exhibit B that will replace the existing Exhibit B for the new Renewal Term as an amendment to this
Agreement.
United also can change the fees with written notice (i) any time there are changes made to this Agreement or the
Plan, which affect the fees, including the termination of the Shared Savings and/or Facility R&C Charge
Determination Program, (ii) when there are changes in laws or regulations which affect or are related to the services
United is providing, or will be required to provide, under this Agreement, including the Taxes and fees noted in
Section 6 Taxes And Assessments (iii) if the number of Employees covered by the Plan or any Plan option changes
by ten percent(10%) or more, if medical enrollment does not correspond to one of the Employee enrollment bands
shown in the Medical Administrative Fee Tables in Exhibit B, or(iv)if the average contract size, defined as the total
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number of enrolled Participants divided by the total number of enrolled Employees, varies by 10%or more from the
assumed average contract size set forth in Exhibit B. Any new fee required by such change will be effective as of the
date the changes occur, even if that date is retroactive.
If Customer does not agree to any change in fees, Customer may terminate this Agreement upon thirty (30) days
written notice after Customer receives written notice of the new fees. Customer must still pay any amounts due for
the periods during which the Agreement is in effect.
Section 4.3 Due Dates, Payments, and Penalties. For the Standard Medical Service Fees described in Exhibit B,
United will provide Customer with an on-line invoice in advance of the first of each month, typically no later than
the 18'b of each month. The Due Date for payment of the invoiced amounts is on the first day of the next full
calendar month. Such invoices are provided on an eligibility-based format, and therefore payment must be made as
billed (no adjustments are allowed to the invoice). If authorized in writing by Customer pursuant to this Agreement
or by subsequent authorization, certain fees will be paid through a withdrawal from the Bank Account. However,
United will present Customer with an itemized statement of such fees before such withdrawal.
Late Payment. If amounts owed are not paid within thirty(30)days after their Due Date("Grace Period"), Customer
will pay United interest in accordance with the Prompt Payment Act, Section 2252.025 of the Texas Government
Code. If Customer continues to fail to comply with the material financial obligations specified in this Agreement,
United reserves the right to terminate the Agreement if payments are not received by the Due Date.
Section 4.4 Reconciliation. For each Renewal Term,United will reconcile the total amounts Customer paid with the
total amounts Customer owed. If the reconciliation indicates that United owes Customer money, Customer's next fee
invoice will be credited. If the reconciliation indicates that Customer owes United money, United will invoice
Customer for the amount due. The Due Date for these amounts is the first day of the next calendar month. Customer
will pay United within thirty (30) days after receiving notice of the amounts that Customer owes United. For
payments made after this thirty (30) day period, Customer will pay United interest on these amounts at the interest
rate in accordance with the Prompt Payment Act, Section 2252.025 of the Texas Government Code.
If the Agreement is terminated,United will pay Customer the amount owed within thirty(3 0)days after United
performs a final reconciliation.If the final reconciliation indicates that Customer owes United money,Customer will
pay United within thirty(30)days after receiving notice of the amount owed.
For payments Customer makes after thirty(30)days of receiving notice of the amounts that Customer owes United,
United will charge interest in accordance with the Prompt Payment Act, Section 2252.025 of the Texas Government
Code.
Section 5—Records,Information,Audits
Section 5.1 Records. United will keep records relating to the services it provides under this Agreement for as long
as United is required to do so by law. All reports and records provided to United by the Customer shall remain the
sole property. of the Customer. United shall treat as strictly confidential all reports and records provided by the
Customer and shall not release any such reports or records, or any portion of their contents, to third parties without
the Customer's advance written consent,except as required by law.
United and the Plan acknowledge and agree that, as between United and the Plan, all underlying raw Participant
claim data shall be owned by the Plan. Underlying raw Participant claim data is source claim data which has not
been subjected to processing, calculation, statistical analysis, or classification by United. If Participant claim data is
combined with United's Proprietary Business Information (e.g. reasonable and customary amounts, network
discounts, reimbursement methodologies) United has proprietary business rights to that portion of the data. United
shall provide Customer or Customer's designee with a one-time standard accumulated extract, which shows
deductible, out-of-pocket and lifetime maximum amounts for the current and prior year for the employee and any
listed dependents.
United may agree to provide other reasonable claim and other pertinent administrative information requested by
Customer, such agreement shall not be unreasonably withheld, which will be subject to an additional fee to be
mutually agreed upon at the tine the request is made.
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Section 5.2 Access to Information. If Customer needs information in United's possession for purposes other than
an audit, but in order to administer the Plan, United will provide Customer access to that information, if it is legally
permissible, the information relates to United's services under this Agreement, and Customer gives United
reasonable advance notice and an explanation of the need for such information.
Customer represents that it has reasonable procedures in place for handling PHI, as required by law. Customer will
only use or disclose PHI to administer the Plan, to perform under this Agreement, or as otherwise permitted under
this Agreement.
United will provide information only while this Agreement is in effect and for a period of one (1) year after the
Agreement terminates, unless Customer demonstrates that the information is required by law or for Plan
administration purposes as required under ERISA, or other federal or state law as applicable to the Customer.
United also will provide reasonable access to information to an entity providing Plan administrative services to
Customer, such as a consultant or vendor, if Customer requests it. Before United provides 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 administrative service.
Section 5.3 Audits. During the term of the Agreement, and at any time within one(1)year following its termination,
Customer's City Auditor or a mutually agreeable entity may audit United to determine whether United is fulfilling
the terms of this Agreement. Prior to the commencement of this audit, United must receive a signed, mutually
agreeable confidentiality agreement.
Customer must advise United in writing of its intent to audit. The place, time, type, duration, and frequency of all
audits must be reasonable and agreed to by United. All audits will be limited to information relating to the calendar
year in which the audit is conducted, and/or the immediately preceding calendar year. With respect to United's
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 mutually
agreed upon by the parties("Scope").
Customer will be responsible for any expenses that it incurs in connection with the audit. In addition, Customer will
be charged a reasonable per claim charge and 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
terminated. The additional fees cover the additional resources, facility fees, and other incremental costs associated
with an audit that exceeds the Scope.
In addition to Customer's expenses and any applicable fees, Customer will also pay any extraordinary expenses that
Customer agrees to in writing that United incurs in connection with the audit. .
Customer will provide United with a copy of any audit reports within thirty (30) days after Customer receives the
audit report(s)from the auditor.
Section-5.4 Proprietary Business Information. Each party will limit 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 party will disclose the other's Proprietary Business Information
to any person or entity other than to the disclosing party's employees, subcontractors, or authorized agents needing
access to such information to administer the Plan,to perform under this Agreement, or as otherwise permitted under
this Agreement or in accordance with state law or a court order. Except that United's Financial PBI cannot be
disclosed by Customer to any third party without United's express written consent. In any event, Customer will
notify United in a timely matter of such request for information. The Customer will not be held liable for any
disclosure that is done in accordance with state law or a court order. This provision shall survive the termination of
this Agreement.
Section 5.5 Service Auditor Reports. United may make its Type II service auditor report ("Report") available to
United's self-funded customers each year for Customer's review in connection with Plan administrative purposes
only. The Report will be issued under the guidance of Statement on Standards for Attestation Engagements #16
(SSAE 16). Should new guidelines covering service auditor reports be issued, United may make the equivalent of, or
any successor to, the SSAE16 Type II Report available to United's self-funded customers. The Report is United's
5
Proprietary Business Information and shall not be shared with any third parties without United's prior written
approval; provided, however, that Customer can share the Report with: (i) Customer's independent public
accounting firm; and/or (ii) Customer's consultants, provided that such consultants are not in any way a competitor
of United's and that Customer informs its consultants that the report was not prepared for their use. To the extent
that Customer does provide the Report to its independent public accounting firm or a consultant as permitted herein,
Customer shall require that they retain the Report as confidential and that they not disclose such Report to any other
persons or entities. In any event, Customer will notify United in a timely manner of such request for information. The
Customer will not be held liable for any disclosure that is done in accordance with state law or a court order. This
provision shall survive the termination of this Agreement.
Section 5.6 PHI. The parties' obligations with respect to the use and disclosure of PHI are outlined in the Business
Associate Agreement Addendum attached to this Agreement as Exhibit C.
Section 6—Taxes And Assessments
Section 6.1 Payment of Taxes and Expenses. In the event that any Taxes are assessed against United as a claim
administrator in connection with United's services under this Agreement, including all topics identified in Section
6.3 Customer will, to the extent permitted by law, reimburse United for the Customer's proportionate share of such
Taxes incurred in the administration of the services provided for under this Agreement (but not Taxes on United's
net income). United has the authority and discretion to reasonably determine whether any such Tax should be paid
or disputed. Customer will, to the extent permitted by law, also reimburse United for a proportionate share of any
cost or expense reasonably incurred by United in disputing such Tax, including costs and reasonable attorneys' fees
and any interest, fines, or penalties relating to such Tax, unless caused by United's unreasonable delay or
unreasonable determination to dispute such Tax.
United will provide notice to Customer of any such Taxes. If Customer notifies United that it does not wish United
to represent Customer's interests in litigation challenging the tax, United shall not bill Customer for pro rata
attorney's fees and costs from the time of notice forward, provided Customer has paid any tax and other amounts
under this Section due and owing up to the point of receipt of notice by United from Customer. If Customer chooses
to bring its own action against the jurisdiction assessing the tax, United shall provide reasonable cooperation and
assistance.
Section 6.2 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, Customer agrees to comply with
these requirements.
Section 6.3 State and Federal Surcharges, Fees and Assessments. The Plan is responsible for state or Federal
surcharges, assessments, or similar Taxes imposed by governmental entities or agencies on the Plan or United,
including but not limited to those imposed pursuant to The Patient Protection and Affordable Care Act of 2010
("PPACA"), as amended from time to time. This includes the funding, remittance and determination of the amount
due for PPACA required Taxes and fees.
Section 7—Minority Business Enterprise (MBE) Participation
A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and
approved by the Minority/Women Owned Business Enterprise(M/WBE) Office,in accordance with the Business
Diversity Enterprise(BDE)Ordinance,because the purchase of goods or services is fi•om sources where
subcontracting or supplier opportunities are negligible.
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Section 8—Indemnification
Section 8.1 United Indemnifies Customer. United will indemnify Customer and hold Customer harmless against
any and all losses, liabilities, penalties, fines, costs, damages, and expenses, that Customer incurs, including
reasonable attorneys' fees, which arise out of(i) United's or its vendors' gross negligence or willful misconduct in
the performance of United's or its vendors', subcontractors' or authorized agents' obligations under this Agreement
or (ii) United's material breach of this Agreement, all as determined by a court or other tribunal having jurisdiction
of the matter.Notwithstanding the foregoing, Customer will remain responsible for payment of benefits and United's
indemnification will not extend to indemnification of Customer or the Plan against any claims, liabilities, damages,
judgments or expenses that constitute payment of Plan benefits. Nothing contained herein shall be construed so as to
require the Customer to create a sinking fund or assess, levy and collect any tax to fund its obligations under this
paragraph. This provision shall survive the termination of this Agreement.
Section 9—Plan Benefits Litigation
Section 9.1 Litigation Against United. If a demand is asserted, or litigation or administrative proceedings are
begun by a Participant or health care provider against United to recover Plan benefits, related to its duties under this
Agreement("Plan Benefits Litigation"),United will select and retain defense counsel to represent its interest.
Section 9.2 Litigation Against Customer. If Plan Benefits Litigation is begun against Customer and/or the Plan,
Customer will select and retain counsel to represent its interest.
Section 9.3 Litigation Against United and Customer. If Plan Benefits Litigation is begun against the Plan and
United jointly, and provided no conflict of interest arises between the parties, the parties may agree to joint defense
counsel. If the parties do not agree to joint defense counsel, then each party will select and retain separate defense
counsel to represent their own interests.
Section 9.4 Litigation Fees and Costs. All reasonable legal fees and costs United incurs in defending a claim
related to its duties under this Agreement for administration of Customer's Health Plan Benefits will, to the extent
permitted by law, be paid by Customer (except as provided in Section 8.1) if United gives Customer reasonable
advance notice of United's intent to charge Customer for such fees and costs, prior to incurring any such fees and
costs, and provided United consults with Customer in a manner consistent with United's fiduciary obligations on
United's litigation strategy.
Section 9.5 Litigation Cooperation. Both parties will cooperate fully with each other in the defense of Plan
Benefits Litigation.
Section 9.6 Payment of Plan Benefits. In all events, Customer is responsible for the full amount of any Plan
benefits paid as a result of Plan Benefits Litigation. Notwithstanding the foregoing, the Parties agree that neither is
responsible for patient care and related treatment decisions which are the sole responsibility of Providers, that
Providers are not the agents of either, and that in no event shall the indemnity obligations under this Agreement
apply to that portion of any liability, settlement and related expense caused by the acts or omissions of Providers
with respect to Participants.
Section 9.7 Survival. This provision shall survive the termination of this Agreement.
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Section 10—Informal Dispute Resolution
Except in the case of United's termination due to Customer's failure to provide funds for benefits or fees or in the
event of terinnration pursuant to Section 11 in the event that any dispute, claim, or controversy of any kind or nature
relating to this Agreement arises between the parties, the parties agree to meet and make a good faith effort to
resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing
as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in
question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within
sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-
binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules
governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its
own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the
parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all
remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to
resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party
may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its
interests. This provision shall survive the termination of this Agreement.
Section 11 —Termination
Section 11.1 Services End. United's services under this Agreement stop on the date this Agreement terminates,
regardless of the date that claims are incurred. However, United may agree to continue providing certain services
beyond the termination date, as provided in Exhibit A—Statement of Work.
Section 11.2 Termination Events. This Agreement will terminate under the following circumstances: (i) The Plan
terminates, (ii) Both parties agree in writing to terminate the Agreement, (iii) With or without cause, either party
gives the other party at least sixty (60) days prior written notice, if Customer terminates without cause prior to
December 31, 2016, Customer agrees, subject to appropriations by Customer's governing body,to reimburse United
on a pro rata basis for the credits outlined in Exhibit A, and for the implementation costs United incurs, however
such amount shall not exceed$133,000.00 for implementation costs. Notwithstanding the foregoing, Customer must
still pay the fees or other amounts Customer owed United when due under the terms of this Agreement, and provide
the required funds for payment of benefits under the terms of this Agreement, and any termination for cause in either
of those events shall be govered as outlined in item (iv)_and (v) below. (iv) United gives Customer notice of
termination because Customer did not pay the fees or other amounts Customer owed United when due under the
terms of this Agreement, (v) United gives Customer notice of termination if Customer fails to provide the required
funds for payment of benefits under the terms of this Agreement, (vi) Either party is in material breach of this
Agreement, other than by non-payment or late payment of fees owed by Customer 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)United
may terminate this Agreement in the event of a filing by or against the Customer of a petition for relief under the
Federal Bankruptcy Code, if applicable, (viii)Any state or other jurisdiction prohibits a party from administering the
Plan under the terms of this Agreement, or imposes a penalty on the Plan or United and such penalty is based on the
administrative services specified in this Agreement. In this situation, the party may immediately discontinue the
Agreement's application in such state or jurisdiction. Notice must be given to the other party when reasonably
practical.
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Section 11.3 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the
Customer in any fiscal period for any payments due hereunder, Customer will notify United of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to the Customer of any kind whatsoever, except as to the portions of the payments herein agreed
upon for which funds shall have been appropriated.
Section 11.4 Duties and Obligations of the Parties following Termination. In the event that this Agreement is
terminated prior to the expiration of the then current term, Customer shall pay United for services actually rendered
up to the effective date of termination and United shall continue to provide the Customer with services requested by
the Customer and in accordance with this Agreement up to the effective date of termination. The Customer also shall
pay United for services actually performed in accordance herewith prior to such termination, less such payments as
have been previously made, in accordance with a final statement submitted by United documenting the performance
of such work. UNITED SHALL NOT BE ENTITLED TO ANY LOST OR ANTICIPATED PROFITS
SHOULD THE CUSTOMER ELECT TO TERMINATE THIS AGREEMENT.
Section 12—Insurance
Prior to commencement of any work pursuant to this Agreement,United shall provide the Customer's Wellness
Division and Risk Management Division with certificate(s)of insurance documenting policies of the following
minimum coverage limits that are to be in effect.The City reserves the right to review the insurance requirements of
this section during the effective period of the Agreement and any extension or renewal hereof, and to modify
insurance coverage and limits when deemed necessary and prudent by the City's Risk Manager based upon changes
in statutory law, court decisions, or circumstances surrounding this Agreement,but in no instance will the City allow
modification whereupon the City may incur increased risk.United's financial integrity is of interest to the City;
therefore, subject to United's right to maintain reasonable deductibles,United shall obtain and maintain in full force
and effect for the duration of the Agreement,and any extension hereof,at United's sole expense, insurance coverage
written on an occurrence basis,except Technology and Professional Liability,which may be written on a claims-
made basis.All insurance required under this Agreement must be written by a company that is authorized and
admitted to do business in the State of Texas and that is rated A-VII or better by A.M.Best Company or similar
rating acceptable to the City. Coverage shall be written in the following types and amounts:
Workers' Compensation—Statutory
Employers' Liability-$500,000/$500,000/$500,000
Commercial General(Public)Liability Insurance to include the following types of coverage:
Premises/Operations,Independent contractors,Products/Completed Operations,Personal Injury, and
Contractual Liability.(Combined Single Limit for Bodily Injury and Property Damage$1,000,000 per
Occurrence and$2,000,000 Aggregate)
Automobile Liability for Owned/Leased vehicles,Non-Owned vehicles, and Hired Vehicles(Combined
Single Limit for Bodily Injury and Property Damage$1,000,000 per accident)
Commercial Umbrella-$1,000,000 per occurrence$1,000,000 Aggregate
For coverage underwritten on a claims-made basis,the retroactive date shall be coincident with or prior to the
Effective Date of the Agreement and the certificate of insurance shall state the coverage is claims-made and indicate
the retroactive date.All required insurance shall be maintained for the duration of the Agreement and for three(3)
years following completion of the service provided under the Agreement.An annual certificate of insurance
submitted to the Customer shall evidence such insurance coverage. United agrees that with respect to the above-
required insurance, all insurance contracts and Certificate(s)of Insurance will contain the following required
provisions:
With the exception of Workers' Compensation and Professional Liability policies,name the Customer and its
officers,employees, officials,agents, and volunteers as additional insureds in respect to operations and activities of,
or on behalf of,the named insured performed under the Agreement with the Customer.
9
An endorsement stating that United's insurance shall be deemed primary and non-contributory with respect to any
insurance or self-insured retention carried by the Customer for liability arising out of operations under the
Agreement with the Customer.
United's Workers' Compensation and Employers' Liability policy will provide a waiver of subrogation in favor of
the Customer.
United shall notify the Customer in the event of any notice of cancellation in coverage and shall give such notices not
less than thirty(30)days prior to the change, or ten(10)days'notice for cancellation due to nonpayment of
premiums,which notice must be accompanied by a replacement Certificate of Insurance.All notices shall be given to
the Customer at the following address:
City of Fort Worth
Attn: Brian Dickerson,Director,Human Resources
1000 Throckmorton Street
Fort Worth,Texas 76102
A copy must also be sent to the City's Risk Manager at the same address.
If United fails to maintain the aforementioned insurance,or fails to secure and maintain the aforementioned
endorsements the Customer shall have the right to order United to stop work hereunder, and/or the right to withhold
any payment(s)that become due to United hereunder until United demonstrates compliance with the requirements
hereof.
Nothing herein contained shall be construed as limiting in any way the extent to which United may be held
responsible for payments of damages to persons or property resulting from United's or its subcontractors'
performance of the work covered under this Agreement.Any failure on the part of the Customer to request required
insurance documentation shall not constitute a waiver of the insurance requirement.
Section 13—Miscellaneous
Section 13.1 Disclosure of Conflicts. United hereby warrants to the Customer that United has made full disclosure
in writing of any existing or potential conflicts of interest related to services to be performed under this Agreement.
In the event that any conflicts of interest arise after the Effective Date of this Agreement, United hereby agrees
immediately to make full disclosure to the Customer in writing.
Section 13.2 Independent Contractor. It is expressly understood and agreed that United shall operate hereunder as
an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee
of the Customer. Subject to and in accordance with the conditions and provisions of this Agreement, United shall
have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and
omissions of its officers, agents, servants, employees, contractors and subcontractors. United acknowledges that the
doctrine of respondeat superior shall not apply as between the Customer,its officers, agents,servants and employees,
and United its officers, agents, employees, servants, contractors and subcontractors. Nothing herein shall be
construed as the creation of a partnership or joint enterprise between Customer and United.
Section 13.3 Subcontractors. United can use its affiliates or subcontractors to perform United's services under this
Agreement. United will be responsible for those services to the same extent that United would have been had it
performed those services without the use of an affiliate or subcontractor.
Section 13.4 Assignment. Except as provided in this paragraph, neither party can assign this Agreement or any
rights or obligations under this Agreement to anyone without the other party's written consent. That consent will not
be unreasonably withheld. Nevertheless, United can assign this Agreement, including its rights and obligations to
United's affiliates,to an entity controlling, controlled by, or under common control with United, or a purchaser of all
or substantially all of United's assets, subject to notice to Customer of the assignment.
Section 13.5 Governing Law. This Agreement is governed by the internal laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall lie
in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,
Fort Worth Division.
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Section 13.6 Force Majeure. If either party is unable, either in whole or part, to fulfill its obligations under this
Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars;
blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions
by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of
disaster or of emergency by the federal, state, county, or City government in accordance with applicable law;
issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests or
restraints; civil disturbances; explosions; or some other reason beyond the party's reasonable control (collectively,
"Force Majeure Event"),the obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event. Notwithstanding the foregoing, Customers remain responsible for Customer's obligations
as defined in Exhibit A, Section A3 Providing Funds.
Section 13.7 Entire Agreement. This Agreement, with its exhibits, constitutes the entire agreement between the
parties governing the subject matter of this Agreement. This Agreement replaces any prior written or oral
communications or agreements between the parties relating to the subject matter of this Agreement. The headings
and titles within this Agreement are for convenience only and are not part of the Agreement.
Section 13.8 Amendment. Except as may otherwise be specified in this Agreement,the Agreement may be amended
only by both parties agreeing to the amendment in writing, executed by a duly authorized person of each party.
Section 13.9 Waiver/Estoppel.Nothing in this Agreement is considered to be waived by any party,unless the party
claiming the waiver receives the waiver in writing.No breach of the Agreement is considered to be waived unless the
non-breaching 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 Agreement, 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.
Section 13.10 Notices. Any notices, demands, or 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,
return receipt requested, postage prepaid, or delivered by a service that provides written receipt of delivery,
addressed as follows:
To Customer: To United
City of Fort Worth United Healthcare
Attn: Brian Dickerson Attn: Dennis Ellis
1000 Throckmorton Address: 1311 W. Pres George Bush Highway,
Fort Worth TX 76102-6311 TX023-1000
Facsimile: (817)392-7766 Richardson, TX 75080
E-mail:brian.dickerson@fortworthtexas.gov Facsimile: (214) 561-7817
Email: dennis ellis@uhc.com
With Copy to City Attorney's Office at same address
Section 13:11 Use of Name. The parties agree not to use each other's name, logo,service marks,trademarks or other
identifying`information without the written permission of the other; provided, however, Customer grants United
permission to use Customer's name, logo, service marks, trademarks or other identifying information to the extent
necessary for United to carry out its obligations under this Agreement (e.g. on SPDs and ID cards). United
acknowledges that such use will be in accordance with the Rules and Regulations found in Attachment C.
Section 13.12 Compliance with Laws and Regulations. The parties agree to comply with all applicable federal,
state and other laws and regulations with respect to this Agreement.
Section 13.13 No Third Party Beneficiaries. Nothing in this Agreement shall confer upon any person other than
the parties and their respective successors or assigns, any rights,remedies, obligations, or liabilities whatsoever.
Section 13.14 Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the
validity or enforceability of any other provision. However, it is intended that a court of competent jurisdiction
construe any invalid or unenforceable provision of this Agreement by limiting or reducing it so as to be valid or
enforceable to the extent compatible with applicable law.
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Section 13.15 Review of Counsel. The parties acknowledge that each parry and its counsel have reviewed and
revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting parties shall not be employed in the interpretation of this Agreement or exhibits hereto.
Section 13.16 Governmental Powers. It is understood and agreed that by execution of this Agreement, the City
does not waive or surrender any of its governmental powers.
12
EXHIBIT A-STATEMENT OF WORK
The following are the administrative services United has agreed to provide to Customer. Customer may request that
United provide services in addition to those set forth in this Agreement. If United agrees to provide them, those
services will be governed by the terms of this Agreement and any amendments to this Agreement. Customer will pay
an additional fee, determined by United and agreed by both parties in writing, for these additional services. The
services described in this Exhibit will be made available to Customer's eligible Participants consistent with the
Summary Plan Description under which the Participant is covered.
Section Al Network
Network Access, Management and Administration. United will provide access to Networks and Network
Providers, as well as related administrative services including physician (and other health care professional)
relations, clinical profiling, contracting and credentialing, and network analysis and system development. The make-
up of the Network can change at any time.Notice will be given in advance or as soon as reasonably possible.
United generally does not employ Network Providers and they are not United's agents or partners, although certain
Network Providers are affiliated with United. Otherwise, Network Providers participate in Networks only as
independent contractors. Network Providers and the Participants are solely responsible for any health care services
rendered to Participants. United is not responsible for the medical outcomes or the quality or competence of any
provider or facility rendering services, including Network Pharmacies and services provided through United's
affiliates' networks,or the payment for services rendered by the provider or facility.
Value Based Contracting Program. United's contracts with some Network Providers may include withholds,
incentives, and/or additional payments that may be earned, conditioned on meeting standards relating to utilization,
quality of care, efficiency measures, compliance with United's other policies or initiatives, or other clinical
integration or practice transformation standards. Customer shall fund these payments due the Network Providers as
soon as United makes the determination the Network Provider is entitled to receive the payment under the Network
Provider's contract, either upfront or after the standard has been met. For upfront funding, if United makes the
determination that the Network Provider failed to meet a standard, United will return to Customer the applicable
amount. United shall provide Customer reports describing the amount of payments made on behalf of Customer's
Plan.
Only the initial claims based reimbursement to Network Providers will be subject to the Participant's copayment,
coinsurance or deductible requirements. Customer will pay the Network Provider the full amount earned or
attributable to its Participants, without a reduction for copayments or deductibles and agree that there will be no
impact from these payments on the calculation of the Participant's satisfaction of their annual deductible amount.
Section A2 Recovery Services
Claim Recoveries. United will provide recovery services for Overpayments, but United will not be responsible for
recovery costs except as otherwise stated in this Section. United will be responsible for recovery costs and
reimbursement of any unrecovered Overpayment only to the extent the Overpayment was due to United's gross
negligence.
In some instances, United may be able to obtain Overpayment recoveries by applying (or offsetting) the
Overpayment against future payments to the provider made by United. In effectuating Overpayment recoveries
through offset,United will follow its established Overpayment recovery rules which include, among other things,the
prioritization of Overpayment credits based on the age of the Overpayment in United's system and funding type. In
United's application of Overpayment recovery through offset, tinning differences may arise in the processing of
claims payments, disbursement of provider checks, and the recovery of Overpayments. As a result,the Plan may in
some instances receive the benefit of an Overpayment recovery before United actually receives the funds from the
provider. Conversely, United may receive the funds before the Plan receives the credit for the Overpayment. It is
hereby understood that the parties may retain any interest that accrues as a result of these timing differences. Details
associated with Overpayment recoveries made through offset will be identified in the monthly reconciliation report
provided to the designated representative for the Customer's Plan.
Subrogation. United will also 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"). Customer will not engage any entity except United to provide the services
described herein without United's prior approval.
Recovery Fees. Customer will be charged fees when any of the services described herein are provided by United
through a subcontractor or affiliate. The fees are deducted from the actual recoveries. Customer will be credited with
the net amount of the recovery.
Recovery Process. Customer delegates to United the discretion and authority to develop and use standards and
procedures for any recovery, including but not limited to, whether or not to seek recovery, what steps to take if
United decides to seek recovery, and the circumstances under which a claim may be compromised or settled for less
than the full amount of the claim. Customer acknowledges that use of United's standards and procedures may not
result in full or partial recovery for any particular case. United will not pursue any recovery if it is not permitted by
any applicable law, or if recovery would be impractical. United may initiate litigation to recover payments, but
United has no obligation to do so. If United initiates litigation, Customer will cooperate with United in the litigation.
If this Agreement terminates, or, if United's recovery services terminate, United can continue to recover any
payments United is in the process of recovering. The appropriate fees will continue to be deducted from the actual
recovery,when and if a recovery is obtained.
Fraud and Abuse Management.United or its affiliate will provide services related to the detection,prevention, and
recovery of abusive and fraudulent claims. United's Fraud and Abuse Management processes will be based upon
United's proprietary and confidential procedures,modes of analysis and investigations.
United will use these procedures and standards in delivering Fraud and Abuse Management services to Customer and
United's other customers. These procedures and standards include, but are not limited to: whether or not to seek
recovery,what steps to take if United decides to seek recovery, and under what circumstances to compromise a claim
or settle for less than the full amount.
Customer delegates to United 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. Customer acknowledges that the use of these procedures and standards may not result in full or partial
recovery or in full recovery for any particular case. United does not guarantee or warranty any particular level of
prevention, detection, or recovery. United agrees to perform Fraud and Abuse Management services pursuant to the
industry standards for such services. If this Agreement terminates, or if United's claim recovery services terminate,
United can elect to continue fraud and abuse recoveries that are in progress and the fees will continue to apply.
Section A3 Providing Funds
Responsibility for Payment of Plan Benefits. The Plan is Self-Funded. Customer is solely responsible for
providing funds for payment for all Plan benefits except when Customer is recognized as both the provider of
covered services and the payee and check suppression services apply.
Bank Account. United, on Customer's behalf, will open and maintain a benefits demand deposit bank account
("DDA") at JP Morgan Chase, under United 's tax ID number, under United's sole control (`Bank") to provide
United the means to access Customer's funds for the purpose of payment of Plan benefits, Plan expenses (such as
state surcharges or assessments arising out of United's establishing a bank account for the Customer and/or making
such payments aforesaid), or other Customer's sole financial obligations and, when authorized in writing by
Customer, fees applicable to the administration of the Customer's benefit plan. The bank account will be known as
the UnitedHealthcare Administered Plan for the City of Fort Worth Medical (Benefits Account). The funds in the
Bank Account are Customer's and will not be comingled with any other United customer funds.
Balance In Account. Customer will fund the DDA weekly on Thursday via ACH initiated by Customer. Customer
agrees to maintain a minimum balance in the Bank Account in an amount equal to not less than six (6) days of
expected Bank Account activity.United will establish this amount based on expected Plan payment obligations,with
appropriate adjustments for anticipated non-daily activity (e.g., prescription drug benefits and fee payments) as
determined by United and Customer. It is the intent of the Parties to periodically review and determine if
circumstances warrant increasing or decreasing this minimum balance to ensure the required balance is sufficient to
meet the Customer's obligations under this Agreement. Each party will notify the other of any minimum balance
change request, each will act reasonably in making the determination and will provide supporting documentation to
the other party to substantiate the request.
The required minimum balance is based on Customer's financial condition as assessed by United. It is the parties'
intent that the minimum balance be sufficient and in line with current claim activity. In the event United determine,
based on reasonable information and belief,that Customer's financial condition has deteriorated,Customer continues
to fail to comply with the material financial obligations specified in this Agreement, or if either party determines the
claim activity warrants an increase or decrease of the minimum balance,then the required balance may be adjusted
as agreed by both parties. Such adjustment is effective five(5)days from the date of notice to either party,unless
reasonably disputed. Customer shall not unreasonably withhold its agreement to any reasonable minimum balance
change request.Each party will notify the other promptly of any reasonably disputed changes in the minuimum
balance.The parties agree to meet in good faith in person or via teleconference and use its best efforts to resolve
disputed minimum balance within fifteen(15)days of the dispute arising. If the parties are unable to resolve the
dispute, either party may terminate the agreement with thirty(30)days written notice.
Issuing and Providing Funds for Cheeks and Non-Draft Payments. Checks and/or non-draft payments will be
written on and/or issued from one or more common accounts maintained at the Bank by United to disburse checks
and non-draft payments on behalf of United's self-funded customers. When the checks for Plan benefits are
presented to the Bank, the Bank will notify United and United will direct the Bank to either reject the checks or to
withdraw funds from the Bank Account to fund the checks that are cashed.
Transfers of Funds. Funds will also be withdrawn from the Bank Account when a transfer of funds has been made
electronically. United will direct the Bank to withdraw funds from the Bank Account to fund the non-draft payments
or expenses as they are issued.
Calls for Funds. The withdrawals from the Bank Account are paid for by the balance Customer maintains in the
Bank Account. This balance will be drawn down each banking day to satisfy the previous day's liability.
Every five (5) business day(s), United will notify Customer of the funding amounts that are due. Upon notice to
Customer of the amount due, Customer will fund the designated amount(s) immediately via ACH to the designated
Bank Account for payment of Plan benefits. Customer will initiate the fund transfers.
Underfunding. If Customer does not provide the amounts sufficient to maintain the required minimum balance in
the Bank Account,or to cover Bank Account withdrawals: (1)Customer must immediately correct the deficiency and
provide prompt notice to United. (2) If United learns of the funding deficiency, United will notify Customer within
one business day so Customer can correct the deficiency. (3)United may stop issuing checks and non-draft payments
and suspend any of its other services under this Agreement for the period of time Customer does not provide the
required funding. (4) If Customer does not correct the funding deficiency within three banking days of United's
notice to Customer,United may terminate this Agreement as otherwise set forth in this Agreement, such termination
to be effective the first day such funding deficiency began.
Stop Payments on Outstanding Checks. To the extent allowed by law, at Customer's expense, United may place
stop payments on checks if United determines that Customer has insufficient funds in Customer's own designated
funding bank account to honor such checks. United will send a search letter to the payee on all checks that have not
been cashed within six(6)months. United will automatically stop payment on all checks that have not been cashed
within twelve (12) months and provide Customer with reports Customer needs for the purposes of performing
escheat. Customer is solely responsible for determining to file and/or filing unclaimed property once notified, or for
making unclaimed payee payments directly.
Funding After Termination. When this Agreement terminates, the funding method will remain in place for the
length of the run-out period. After the run-out period has ended, that funding method will cease and Customer will
deposit and maintain in the Bank Account sufficient funds to cover all checks for Plan benefits that have been issued
but not cashed and any other obligations funded through the Bank Account that are the sole financial responsibility
of the Customer for administration of the benefits plan. This balance will remain in the Bank Account for a limited
period of time of no more than twelve (12) months from the date the last check is issued to fund the outstanding
checks and other funding obligations. This period will be reasonable, as determined by United. United will stop
payment on all checks that remain uncashed at the end of this period and Customer will request in writing to close
the Bank Account and recover any funds remaining in it. United will provide bank statements and Bank Account
reconciliation reports, including reports Customer needs for the purposes of performing escheat.
Section A4 Medical Benefit Drug Rebate Payments
Allocation and Payment of Rebates. From time to time, United or a subcontractor may negotiate with drug
manufacturers regarding the payment of medical benefit Rebates on applicable prescription drug products dispensed
to Participants under the Plan's medical benefit. Customer will receive 80% of the medical benefit Rebates United
receives. United will retain the balance of such medical benefit Rebates as part of United's compensation. When
United negotiates directly with drug manufacturers for the payment of medical benefit Rebates to United,United will
pay Customer the agreed upon Rebates within thirty(30) calendar days of United's receipt of such Rebates from the
drug manufacturer. If United is not able to make payment to Customer within thirty (30) calendar days, United will
pay interest on such Rebates from the date of receipt until United makes payment to Customer, less approximately
thirty(30)days for processing. United will retain interest earned during this processing timeframe. United will pay
medical benefit Rebates to Customer in the agreed upon amount no less than annually. Interest will be paid at the
one month London Interbank Offered Rate(LIBOR)in effect on the first business day of each applicable month.
Customer will only receive Customer' medical benefit Rebates to the extent that medical benefit Rebates are actually
received by United. Thus, for example, if a government action or a major change in pharmaceutical industry
practices prevents United from receiving medical benefit Rebates, the amount Customer receives may be reduced or
eliminated.
Customer agrees that during the term of this Agreement, neither Customer nor the Plan will negotiate or arrange or
contract in any way for medical benefit Rebates on or the purchase of prescription drug products from any
manufacturer under the Plan's medical benefit. If Customer or the Plan does, United may, without limiting United's
right to other remedies, immediately terminate Customer's and Plan's entitlement to medical benefit Rebates
(including forfeiture of any medical benefit Rebates earned but not paid). In addition, Customer agrees to reasonably
cooperate with United in order to obtain medical benefit Rebates.
Subcontractor Compensation. If a subcontractor is involved in negotiating with drug manufacturers regarding the
payment of medical benefit Rebates, it may retain a portion of the gross amounts received from drug manufacturers
in connection with such products. United will provide information on the amount, if any, retained by the
subcontractor as compensation for its services, in advance of Customer's execution of this Agreement. In addition,
United will provide Customer with thirty (30) days advance notice of any material increase in or method for
subcontractor compensation. If at any time Customer does not fmd the subcontractor compensation acceptable,
Customer may terminate the medical benefit Rebates services after thirty(30)days advance written notice to United.
Section A5 Claims Determinations and Appeals
Claim Procedures. Customer appoints United a named fiduciary under the Plan with respect to (i) performing
initial benefit determinations and payment and (ii) performing the fair and impartial review of first level internal
appeals. As such, Customer delegates to United the discretionary authority to (i) construe and interpret the terms of
the Plan and (ii) determine the validity of charges submitted to United under the Plan. This delegation is subject to
Customer's retention of full responsibility as Plan Administrator for the final review of adverse benefit
determinations and to make final, binding determinations concerning the availability of Plan benefits under the
Plan's internal appeals process. If United denies a Plan benefit claim, in whole or in part, United will notify the
claimant of the adverse benefit determination and the claimant shall have the appeal rights set forth in the Summary
Plan Description, and/or those which are required under applicable law. If a second internal appeal is requested,
United will forward to Customer documentation regarding the adverse benefit determination necessary for Customer
to conduct the final internal appeal. Customer will notify United and the claimant of the outcome of the final internal
appeal. Customer's determination will be final and binding on the claimant and all other interested parties, except as
otherwise provided under the external review program described below.
Appeals of Urgent Care Claims. Except as otherwise provided in this Agreement, Customer appoints United a
named fiduciary under the Plan with respect to appeals of Urgent Care Claims. United will conduct one review of a
denied Urgent Care Claim and issue a final determination as soon as possible, in accordance with applicable law.
Customer delegates to United the discretionary authority to construe and interpret the terms of the Plan and to make
final binding determinations concerning the availability of Plan benefits regarding these claims.
External Review Program. Customer will notify claimants of the option to request an external review of adverse
benefit determinations following the required internal appeal process and provide the necessary information for them
to contact United. United will, in accordance with applicable law: (i)provide claimant with the necessary procedures
to obtain the review(ii)coordinate submission of the claimant's case to an independent review organization, and(iii)
direct the independent review organization to notify the claimant of the final external review decision. A fee will
apply beyond the maximum number of free reviews, as listed in Exhibit B,Fees,
Section A6 System Access
Access. United grants Customer the nonexclusive, nontransferable right to access and use the functionalities
contained within the Systems,under the terms specified in this Agreement. Customer agrees 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 United's. To obtain access to the Systems, Customer will obtain, and be responsible for
maintaining, at no expense to United, the hardware, software, and Internet browser requirements United provides to
Customer, including any amendments thereto. Customer will be responsible for obtaining an Internet Service
Provider or other access to the Internet. Customer will not (i) access Systems or use, copy, reproduce, modify, or
excerpt any Systems documentation provided by United in order to access or utilize Systems, for purposes other than
as expressly permitted under this Agreement or (ii) share, transfer or lease Customer's right to access and use
Systems, to any other person or entity which is not a party to this Agreement. Customer may designate any third
party, with prior approval from United, to access Systems on Customer's behalf, provided the third party agrees to
these terms and conditions of Systems access and Customer assumes joint responsibility for such access.
Security Procedures. Customer will use commercially reasonable physical and software-based measures to protect
the passwords and user IDs provided by United for access to and use of any web site provided in connection with the
services. Customer shall use commercially reasonable anti-virus software, intrusion detection and prevention system,
secure file transfer and connectivity protocols to protect any email and confidential communications provided to
United, and maintain appropriate logs and monitoring of system activity, Customer shall notify United within a
reasonable timeframe of any (a) unauthorized access or damage, including damage caused by computer viruses
resulting from direct access connection, and (b) misuse and/or unauthorized disclosure of passwords and user IDs
provided by United which impact the System.
Termination. United reserves the right to terminate Customer's System access (i) on the date Customer fails to
accept the hardware, software and browser requirements provided by United, including any amendments thereto or
(ii) immediately on the date United reasonably determines that Customer has (i) breached, or allowed a breach of,
any applicable provision of this Section or (ii) materially breached or allowed a material breach of, any other
applicable provision of this Agreement. Customer's System Access will also terminate upon termination of this
Agreement, provided however that if run-out is provided in accordance with Exhibit A - Statement of Work,
Customer may continue to access applicable functionalities within the Systems during the run-out period. Upon any
of the termination events described in this Agreement, Customer agrees to cease all use of Systems, and United will
deactivate Customer's identification numbers,passwords, and access to the System.
Schedule of Services
A. ACCOUNT MANAGEMENT SERVICES
Service Comments
Implementation and maintenance of account.
-------------------------.. ----
-------- -------.-...-------------------------.-.-...--------.......--------------------------------.......----------------------- -
-----------
Enrollment meetings and support for locations that meet Minimum six weeks'notice of meeting.
United's criteria.
------- -- - --- ---- --- - ... ------ ----....-- •---------._...----------------------------------------------------------------
Standard
Standard initial enrollment kit.
- ------ --------- ----- -----------
---------------------------
Bulk mailing of initial enrollment kits to Customer based
on United's criteria including:
• Benefit summaries.
• Benefit summary rider/slip sheets.
• Enrollment forms and brochures.
• Directions for accessing United's directory of physicians
and other health care professionals via myuhc.com®.
• Enrollment kit envelope.
Ongoing account management including:
• Designated account resources.
• Ongoing management-and review of benefits and data.
------ ....... - -...-•--......................-...............-------------- --- -- .............
-----
Standard accounting structure based on United's criteria: Maximum of 25 distinct suffix/account splits.
• Suffixes to accommodate separate claims reporting for
different benefit plans.
• Claim accounts to accommodate separate claims data for
_different locations and groups.-..........___----------------------
Maintenance of up to 3 separate benefit plans.
......-t-----------
----------------
-.._............... - --------._.............-•------- ---
Electronic Bill Presentment and Payment(EBPP),which
provides capabilities to:
• View invoices online.
• Sort and search enrollee information.
• Download billing information.
• Remit payment online.
. P Y---................... ------------- ._.._...-.....................------------------------------_._--------------------------..._-._-....---.....-----------------------------------------------------.
Online administration services accessed through United's Customer reporting is included to the extent indicated in
Employer eServices Web site including online eligibility i Section D.eServices Customer Reporting Services.
maintenance and claim status inquiry.
-- --- - --- -----........._.-..----------.......------------------------------•---......------._._... - --- - - -- ----- --
Summary Plan Description (SPD)Assistance. United will 1 If the SPD is not finalized sufficiently in advance of the
prepare a customized draft of an SPD,either for each plan or 1 Effective Date of United's services,United will either(i)
multiple plans, as mutually agreed upon with one additional i utilize the summary of Plan benefits and exclusions that United
draft, in response to Customer's comments, and a final draft has created based on its understanding of Customer's Plan
SPD. "Plan", for purposes of this paragraph, means each design and which Customer has reviewed and approved or(ii)
individual plan design administered by United. The SPD will '•, create,at United's discretion,an operational SPD which will
be in English. be based upon the summary of Plan benefits that Customer has
reviewed and approved. United will administer claims and
United will print each SPD in United's standard size and ; otherwise provide United's services in accordance with this
with United's standard cover in a quantity equal to 110%of `•. summary of Plan benefits and exclusions or operational,SPD,
the number of Employees participating in the''plan, and ship as the case may be,and it will govern and remain in ful 'force
to a single location and/or post online. and effect until a final SPD is provided to United.
If United is providing Drafts only or if Customer is producing
---------------....__.----.--------------------....... -------............................- -
the Final SPDs,Printing_of SPDs will be at an additional cost:
Summary of Benefits and Coverage:
• Electronic version in United's standard format. !
• For medical Plans administered by United.
• Initial request_and up to 1 amendment per year_ __ i
B. ELIGIBILITY MANAGEMENT SERVICES
Service Comments
Standard ID Card production and issuance. j United has assumed the addition of Customer's logo in an
_..............----------•-•-------•-----........_._;_acceptable format to the ID card.
------------------------------------------------_- - --.............-----
Alternative member ID numbers generated by United(not
based on SSN).
-Electronic Eligibility Processing.....--•------.._--------------_...._.__.-_.._-l....__....-..........-.......................
Electronic Enrollment processing:
• Each submission to be a single consolidated file. 3
Separate eligibility submissions for COBRA.
• Initial load of primary physician data(when applicable)
to be supplied electronically with ongoing changes '•
submitted via Employer eServicessM Web site.
_..._. __ ....._____——-------- ...._... ._..------------------ ----- ----
Submission format: }
• UnitedHealth Group Standard 3005 Format;HIPAA !f
834 Compliant Format;or HR-XML format.
• Single data source required.
Submission frequency:
• Changes file daily in combination with a full population I
file on a monthly schedule.
Or
• Changes file weekly or bi-weekly in combination with a j
full population file on a monthly or quarterly schedule.
Or
• Full file weekly or bi-weekly. f
Transmission method: I
• FTP with United's approved encryption or direct 1
connect.
C. UNDERWRITING AND FINANCIAL SERVICES
Service Comments
Overall..PrMgram_accounting_(year-end reconciliation..:--------- ----- ----- .......--...--...........---.........................---------------•----.. -
Claim protections
-- ..... ----... ---- -------..... . .-----......----�------..... --------........
Annual Projection of cost impact for benefit design `
chan es.
Annual Projection of conventional premium equivalent
rates. 3
............ -------------------.................
--- -
------------.._._.—..- .------------._._.....
AnnualReserve estimates.
Annual government filings of 1099 reports to the IRS
regarding payments made to physicians and other health care
professionals.
. -...... ---------......._....-......................................-----..—._..--------------- ............................................. ----- ---------------------------•----------—----._........ -
Provide required data necessary to enable Customer to
file Form 5500.
D. ESERVICES® CUSTOMER REPORTING SERVICES
Servicet Comments
An online customer reporting system including up to five Including customer reporting solutions;electronic billing
customer IDs. solutions;and online administration options that include online
eligibility maintenance,claim status inquiry,request ID card,
and secure messaging. Online tutorials and toll-free customer
service also are available.
Service Comments
Reoortine Access Levels: Customer's access level is based upon its election.
• Standard—Basic report package of"subscription"
financial and utilization information produced on a pre- Expanded Level reports are available to customers with Select
scheduled basis. Level reporting on an ad hoc basis for an additional charge per
• Select—In addition to the Standard features,interactive report.
access to eCR tools allowing the user to customize report
parameters to facilitate detailed views of the data.
Includes a broad array of membership and utilization J
reports.
• Expanded—In addition to the Select features,allows the
user greater ad-hoc and customizable capabilities to i
_obtain detailed performance information:
--------------------------------------- - --------...................----------...........-- ------ -Non-standard or ad hoc reports _ 1 Fees are determined on a report-specific basis_ _-
--- -- --------
- -
HealthPlan Performance Review: Core Consultative
Service Model—Annual or semi annual(up to 2)in person '•
customer engagement(s)with a Health Analytic Consultant.
Clinical,financial and utilization data will be reviewed,
analysis performed,insights identified and recommendations
made based on those key actionable insights.Value
realization will also be tracked and presented as part of these
engagements.
- --------------------
Interface with third party stop loss vendor. Customer and its third party stop loss carrier must execute
United provides claim statistical reports,designed to meet the f United's standard nondisclosure and indemnification
requirements of most insurers,to support Customer's filing j agreement prior to United's providing any of the information.
of Individual Stop Loss(ISL)claims. Customer understands that it is its responsibility to detect
The report includes the total dollars paid for any claimant claims that may be covered by a third party stop loss carrier
exceeding 50 percent of the Individual Stop Loss(ISL) policy purchased by Customer.
threshold for policy year to date claims paid through the end •,
of the previous month.
----
-- --.._....-- --- .... ---.... -- ------ ------- ----•--------------
United reserves the ri t,from time to time,to Ch..an e the content,format andlor e of United's re orts.
E. CLAIMS ADMINISTRATION SERVICES
Service Comments
Claims for Plan benefits must be submitted in a form that is satisfactory to United in order for United to determine whether a
benefit is payable under the Plan's provisions. Customer delegates to United the discretion and authority to use United's claim
procedures and standards for Plan benefit claim determination.
Implementation of.Customer's benefit plans.
Claim history load from one prior carrier using United's
standard process. -- -
-----------------------............----------------..................--j----- _ -----..............--.............—------------------------------------------
Standard claims processing including: f
• Re-pricing and payment of claims.
• Auto and manual adjudication using proprietary software.
Claim edit/review and cost containment program. -
•
Pending and subsequent claim review. '
-----------------.g...------------........_--------•-------......_..-- ----.......--- ...-1.1 -------- ----------•-------- ----------••--••----.••--.......-_.
Standard claim.forms(when applicable).
_..... -........ ------ - ------------- ---..._._._... .. -.......-----------
Medical claim review of specific health care claims to
promote coding accuracy,benefit interpretation,and apply
reimbursement policy.
reimbursement-- -.._.. -----..... - -- __..
Standard coordination of benefits for all claims with
automated investigation once.every 12-months.
Production and distribution of monthly Health i
Statements.--- --
------..............-------...........--....--------......------......-....................................-- ------- —...........-........................----------------- ------...........-- ..........---.............
Processing of run-out claims(meaning claims incurred prior If the Agreement terminates because Customer fails to pay
to the termination date)for six(6)months following i United fees due,fails to provide the funding for the payment of
termination. benefits,or United terminates for any other material breach,
{ run-out will not apply.
3 The fee for run-out claims processing is equal to the last two
Service Comments
months'Standard Medical Service Fees in effect at the time of
termination.If Customer terminates this Agreement at the end
j of the initial Term,a matured Standard Medical Service Fee
1 will be used as the basis for the run-out fee.
t
Suspension of Run-out Processing
j If Customer does not pay the run-out fees it owes United when
1 due as set forth above, United will notify Customer. If
I Customer does not make the required payment within five(5)
business days of United's notice to Customer,United may stop
issuing checks and non-draft payments and suspend its run-out
claims processing under this Agreement, such suspension to
apply to all claims regardless of dates of service and shall
remain in effect until such date when Customer makes the
required payment.
I Termination of Run-out Processing
Run-out claims processing will terminate: (1) the date United
gives Customer notice of termination because Customer did
i not pay the run-out fees Customer owed United when due as
set forth above, or(2)if Customer fails to provide the required
funds for payment of benefits under the terms of this
Agreement. Such termination shall apply to all claims
regardless of dates of service_--_-_---.....-..........................-------------------_._._
Application of Third Party Liability Recovery
(Subrogation)Services. ---------- --- -� --.......-
Fraud and Abuse Management Recovery Program. The fee includes all work to identify recovery opportunities,
research,conduct data analysis,investigate,negotiate
settlements without the use of outside counsel,and draft legal
documents.
If outside counsel is retained for a group of payers seeking the
I 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. Customer will be given the
---- - . .. ...... .._ .....-----------...---------------
option to participate or decline participation in the settlement
Hospital_Bill Audit Program: I _ ...---._ _---__--_
-.--*--- -..---._...--------- --- t -•------ -------- ------ — --- ------...... .
._Credit.Balance.R...... yPro_gram_.---.....-...-...-------....__.._.......- 1--------------.—....--•-------------------------------------.._...----... --------- .............
Advanced Analytics and Recovery Services United or its affiliates will use a combination of large scale
analytics,information and analysis to identify post-
adjudication claims for additional overpayment opportunities.
F. MEMBER SERVICES
Service Comments
Toll-free access to a customer care unit using a dedicated
number
--
------- - --------------------------------------.......-......-......-...........-...........--- -------------------------.- _ _..... -- -....._------------------•--------------------------------...-.......---------------------._...
Employee access to a member website enabling Participants
to:
• Check claim status.
• Check eligibility information. j
• Search for providers and online health information.
G. MEDICARE SERVICES
Service Comments
Medicare Secondary Payer Reporting. United shall j Customer agrees to provide to United in a timely manner and
provide to applicable parties the applicable reports in a time in an agreed upon format any and all data that United requires
and manner as required according to the Medicare Secondary to comply with the Reporting Requirements.
Service Comments
Payer Mandatory Reporting Provisions ('Reporting
Requirements") in Section l II of the Medicare, Medicaid,
and SCHIP Extension Act of 2007. United shall not be
responsible for any noncompliance penalties in connection
with the Reporting Requirements that are related to
Customer's failure to provide the required data.
H. NETWORK SERVICES
Service Comments
Network access,management and administrative activities I Standard on all network
plans_ _
UmtedHealth PremmmsM Designation Program Available in designated markets
- _..._ -- ------- --- ....--- ....-........................ --.......
Network access to chiropractic and complementary
alternative medicine providers '•
- - ---------------------------------------------- -------------- -
Physical Health Clinical Support Program
for Chiropractic--- and Complementary Alternative
----------- -------------------...------ -------....-�----•-----•---- ro--vi-d-ers
=--;-- -- ----------•---_----------- --- -...._.._ --------------- -
Transplant Solutions(TS)Services
• Transplant Network via Centers of Excellence(COE)
• Transplant Access Program(TAP)Network
• Extra-Contractual Services-contracting on a case-by
case basis for transplant care outside of the COE or TAP f
Networks for a standard negotiating fee.
Reasonable and customary charge guidelines for out of
network sur ical medical lab and x-ray claims t
- - --..B--'-...... '----------------y-------------------------- -------1----------------------------...-. ----------- -
Maximum Non-Network Reimbursement Program
(MNRP).for non_emergency non-network claims. I
------�--...----- - _.
--....._..... - - - ----------------...-...- ----------------
Shared Savings Program The services under this program provide access to provider
Application of the Shared Savings Program provides : discounts only and do not include credentialing of providers or
additional savings on select non-Network facility and i other Network services.United is not responsible for the
physician claims not eligible for standard network discounts. 1 medical outcomes or the quality or competence of any provider
Program provides access to discounted charges made 3 or facility rendering services under the Shared Savings
available to United from health care providers who contract Program.
or will negotiate with,a third party to provide such
discounted charges. € United can terminate the Shared Savings Program at any time
for any reason.
------ ---- --... --- - ---- --- -- --- -- --—--�-----.................--...--------- -
1
Access to Extended Networks leased networks Available at an additional charge.
I. CARE MANAGEMENT AND OUTREACH SERVICES
Service i Comments
Personal Health Support,an integrated personal health Coordination with external vendors is subject to an additional
management program using a designated team of nurses and fee.
incorporating elements of care management core activities
such as case management and support around specific i
treatment decisions. A pregnancy program,consumer •.
engagement notification program including gaps in care
messaging,and a predictive model specific to Customer are
also included. i
............._...._..--...-_.-._....._..----_------------.--._-.-_._.._-...-•----....-....---'F---------------------_----......_..........._-..-._...........--_...............-_....................................._----...
Case Management A component of Personal Health Support
•Inpatient Care Management-includes intake/notification,
pre-certification,concurrent and retrospective utilization
review and clinical appeals.
•Transitional Case Management
•High Risk Case Management-Targeted Participnts are
identified through a variety of referral sources including High '•:
Cost Claimant,Predictive Modeling,Notification,First Fill
Pharmacy, Self Referrals,Health Assessments, and cross
program referrals.
---------------------------------------------
--.-.-- .... ..-- ---------------------------------.............�..........._........... ....
HealtheNotes Communication Pro rams i A com 0
nent of Personal Health Support
Service Comments
•HealtheNotes-Provides clinically appropriate outreach to
100%of members with identified gaps.
•HealtheNote Reminders-Mail-based annual preventive
care reminders.
......-------....................-----------.._..------------------........-..-....................••----•..........................----...------------------------------------------------------—---------------------------.._----.----------..----------
Treatment Decision upport _A component of Personal.Health Support __
----- ------------------- ...---------- ---._-------------------------
S_Medical policy functions,.as guided by a medical director. 3 Standard on.allmanaged plans _
...........................-------- -
Disease Management Programs Coordination with external vendors is subject to an additional
fee.
--- ---...... .....----------..--•----------�-- - ...- - --- — -------------.....------•--------------• ------•----------------------
Complex Medical Conditions: 1
• Bariatric Resource Services
• Cancer Resource Services
• Congenital Heart Disease Resource Services j
• Healthy Pregnancy •.
• Kidney Resource Services
• Spine and Joint Services ..........
Alternate Care Proposals(ACP)which provide appropriate Customer consents to United's use and administration of the
and cost effective health care services and supplies ACP program and delegate to United the discretion and
alternatives that would otherwise not be covered-by the Plan:_ 1 authority to develop-and revise ACPs.
Activation programs to engage Participants including,
monthly health statements member call services,and access
to memberportal with consumer messaging _
---------------- -----...--... .----------.-------------- • -----------------
Predictive modeling,using data from a proprietary system, Standard on all managed plans. Additional charges apply for
to identify individuals at risk and offer proactive programs to integrating an outside vendor's pharmacy data.
improve their health status.
Integration of ongoing external pharmacy vendor data j
into predictive model
J. BEHAVIORAL HEALTH SOLUTIONS — MENTAL HEALTH AND
SUBSTANCE ABUSE SERVICES
Service Comments
Behavioral Health Solutions,Full Care Management j
• Network access,development and maintenance. j
• Ongoing case management.
• Outpatient care management.
• Inpatient care management.
• Outcomes measurement.
• Claims processing,adjudication and member services.
• Account management,reporting and communication
materials.
i
• Interface with employee assistance program(EAP)
vendors.
• Enhanced Autism Program
K. EMPLOYEE HEALTH EDUCATION AND MEDICAL SELF-CARE
PROGRAM SERVICES
Service Comments
NurseLinesM-provides 24-hour registered nurses:- ' -----------•--------------------------------------------------------------------------------------
------
Health Content:Providing members with access to online
Health and Wellness content/health assessments/health
coaching,personal health records(located on myuhc.com),
and automated messaging.
L. MANAGED PHARMACY - CARVE OUT
Service Comments
Integration of external pharmacy vendor data into Additional fee applies for data integration with PBMs that
predictive model with a pharmacy benefit manager(PBM) i United does not have an existing data sharing agreement with.
with which United has an existing data sharing agreement.
M. DISCOUNT PROGRAMS
Service Comments
Core UnitedHealth Allies®Discount Program enabling The Core UnitedHealth Allies®Discount Program can be made
plan participants to access pre-negotiated savings on certain available to non-covered employees or employees participating
out-of-pocket health care purchases. The discount value in plans not administered by United for an additional fee.
program is not a health insurance plan.
Parent Steps Infertility Discount Program 3
EXHIBIT B-FEES
This exhibit lists the fees Customer must pay United for United's services during the term of the Agreement. These
fees apply for the period fi-om January 1, 2016 through December 31, 2018. Customer acknowledges that the
amounts paid for administrative services are reasonable.
Standard Medical Service Fees
The Standard Medical Service Fees described below, excluding optional and non-standard fees, are adjusted as set
forth in the applicable performance standard(s).
The Standard Medical Fees listed below are based upon an estimated 7,052 enrolled Employees.
The Standard Medical Service Fees are the sum of the following:
• $41.54*per Employee per month covered under the Choice Plus portion of the Plan.
• $42.23*per Employee per month covered under the Choice Plus with HSA portion of the Plan.
Average Contract Size: 2.05
Other Fees
Service Description Fee
Fraud and Abuse Management Fee equal to thirty-two and five-tenths percent(32.5%)of
the gross recovery amount
Hospital Audit Program Services Fee not to exceed thirty-one percent(31%)of the gross
recovery amount
Credit Balance Recovery Services Fee not to exceed ten percent(10%)of the gross recovery
amount.
Standardized Summary of Benefits and Coverage (SBC) as United will provide,at no additional charge,standard
established under The Patient Protection and Affordable Care format,electronic copies of the SBC documents(twice per
Act of 2010 year)for medical benefit plans administered by United.
Customer logos can be included on the SBC at no
additional charge. Additional fees will apply for other
services. United will not create SBCs for medical plans
United does not administer.
Third Party Liability Recovery(Subrogation)Services Fee equal to thirty-three and one-third percent(33.3%)of
the gross recovery amount
Advanced Analytics and Recovery Services Fee equal to twenty-four percent(24%)of the gross
recovery amount
Shared Savings Program Customer will pay a fee equal to twenty-nine percent
(291/6)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 the Participant and the
Plan,if no discount were available,minus the amount that
is payable to the health care provider,again,including
amounts payable by both the Participant and the Plan,after
the discount is taken.
External Reviews For each subsequent external review beyond 10 total
reviews per year,a fee of$500 will apply er review.
Third Party Stoploss Vender Interface $0.30 per Employee per month
Credits
*The Standard Medical Services Fees reflect credits in the following amounts:
• $160,000 for Nurse Liaison included in the Administration Fee
• $100,000 Annual Wellness Budget included in the Admin Fee
• $100,000 Onetime Implementation Credit included in the Admin Fee
• $100,000 Annual Communication Budget included in the Admin Fee
If Customer terminates the Agreement prior to December 31,2016, Customer will,subject to appropriations by
Customer's governing body,pay United a prorated portion of these credits.
EXHIBIT C-PERFORMANCE STANDARDS FOR HEALTH BENEFITS
The Standard Medical Service Fees (excluding Optional and Non-Standard Fees and that portion of the Standard
Medical Service Fees attributable to Commission Funds, if applicable, as described in Exhibit B), (hereinafter
referred to as"Fees"in this Exhibit)payable by Customer under this Agreement will be adjusted through a credit to
its fees in accordance with the performance guarantees set forth below unless otherwise defined in the guarantee.
Unless otherwise specified, these guarantees apply to medical benefits and are effective for the period beginning
January 1, 2016 and ending on December 31,2016 ("Guarantee Period"). With respect to the aspects of United's
performance addressed in this exhibit,these fee adjustments are your exclusive financial remedies.
These guarantees will become effective upon the later of(1) the effective date of the Guarantee Period; or (2) the
date this Agreement is signed by both parties. In the event these guarantees become effective later than the effective
date of the Guarantee Period: (1) quarterly guarantees will become effective beginning with the next calendar
quarter following signature of this Agreement by both parties and (2) annual guarantees will become effective
commencing with the Term of the Agreement during which this Agreement is signed by both parties.
With reasonable notification to the Customer, United reserves the right from time to time to replace any report or
change the format of any report referenced in these guarantees. In such event,the guarantees will be modified to the
degree necessary to carry out the intent of the parties. United shall not be required to meet any of the guarantees
provided for in this Agreement or amendments thereto to the extent United's failure is due to Customer's actions or
inactions or if United fails to meet these standards due to fire, embargo, strike, war, accident, act of God, acts of
terrorism or United's required compliance with any law, regulation, or governmental agency mandate or anything
beyond United's reasonable control.
Prior to the end of the Guarantee Period, and provided that this Agreement remains in force, United may specify to
Customer in writing new performance guarantees for the subsequent Guarantee Period. If United specifies new
performance guarantees, United will also provide you with a new Exhibit that will replace this Exhibit for that
subsequent Guarantee Period.
Claim is defined as an initial and complete written request for payment of a Plan benefit made by an enrollee,
physician, or other healthcare provider on an accepted format. Unless stated otherwise, the claims are limited to
medical claims processed through the UNET claims systems. Claims processed and products administered through
any other system, including claims for other products such as vision, dental, flexible spending accounts, health
reimbursement accounts, health savings accounts, or pharmacy coverage, are not included in the calculation of the
performance measurements. Also, services provided under capitated arrangements are not processed as a typical
claim;therefore capitated payments are not included in the performance measurements.
A formal implementation plan,which defines key tasks,dependencies and completion dates will be developed and agreed to by
both parties. The lack of a mutually agreeable formal implementation plan will nullify these implementation guarantees in total.
Failure on the customer's part to complete,by the agreed upon dates,the key dependent tasks associated with the implementation
guarantees outlined below will also nullify that guarantee.
Initial ID Card Issuance
ID cards will be postmarked within the parameters set forth after the final eligibility data has been system
Definition loaded,passed a quality assurance check,passed a system load test and has been released to the ID card
production area.
Measurement Percentage of cards issued 99%
Issuance time frame,business days or less business days 10
Calculated on a pro-rated basis,based on the actual number of late cards as a percent of the total number of
Criteria cards. ID card turnaround time guarantees are based on United's performance during the implementation
process.
Level Customerspecific
Period Initial implementation timeframe
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $70,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient N/A
Gradients Not applicable
Claim Ready Date
Ready to pay electronic claims by the later of the effective date or within the designated number of days
following the completion of key implementation tasks: (i)Account structure and benefit plan details are
Definition defined and written approval has been provided by the customer;(ii)final eligibility has been received and
successfully tested by United;and(iii)if so negotiated,deductibles and lifetime maximums from the
previous carrier received in a mutually agreed upon format,accurate,and loaded electronically.
Measurement Electronic claim ready by effective date or the later of business days or less I business days 18
If any additional changes are received or requested after written approval is received, 10 additional business
Criteria days will be required for changes affecting up to ten benefit plans(sets);20 additional days will be required
for changes affecting ten or more benefit plans(sets).
Level Customerspecific
Period Initial implementation timeframe
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $70,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient N/A
Gradients Not applicable
Eli ibil ty Loading
Definition Initial implementation electronic eligibility files will be loaded within the timeframe set forth following
receipt of clean eligibility file.
Measurement Files loaded,in business days or less business days 3
Clean eligibility file once approved by Customer and/or Customer designee and United,which must be:a)
Criteria error free;b)formatted per United's standards;and c)received by 12:00 p.m.,EST on the scheduled date,
or the guarantee period starts the following business day.
Level Customerspecific
Period Initial implementation timeframe
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $70,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient N/A
Gradients Not applicable
Time to Process in 10 Days
Definition The percentage of all claims United receives will be processed within the designated number of business
days of receipt.
Measurement Percentage of claims processed 94%
Time to process,in business days or less after receipt of claim business days 10
Criteria Standard claim operations reports
Level Site Level
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $70,000
Payment Amount Of the Fees at Risk for this metric,percentage,at risk for each gradient 20%
Gradients I 1 business days
12 business days
13 business days
14 business days
15 business days or more
Dollar Accuracy DAR
Definition Dollar accuracy rate of not less than the designated percent in any quarter.
Measurement Percentage of claims dollars processed accurately 99%
Criteria Statistically significant random sample of claims processed is reviewed to determine the percentage of claim
dollars processed correctly out of the total claim dollars paid.
Level Office Level
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $70,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient 20%
Gradients 98.99%-98.50%
98.49%-98.00%
97.99%-97.50%
97.49%-97.00
Below 97.00%
Member Pho
Phone service guarantees and standards apply to Participant calls made to the customer care center that primarily services
Customer's Participants. If Customer elects a specialized phone service model the results may be blended with more than one
call center and/or level. They do not include calls made to care management personnel and/or calls to the senior center for
Medicare Participants,nor do they include calls for services/products other than medical,such as mental health/substance abuse,
pharmacy(except when United is Customer's pharmacy benefit services administrator),dental,vision,Account,Health Savings
Account,etc.
Average Speed to Answer
Definition Calls will sequence through our phone system and be answered by customer service within the parameters
set forth.
Percentage of calls answered 100%
Measurement Time answered in seconds,on average seconds 30
Criteria Standard tracking reports produced by the phones stem for all calls
Level Team that services Customer's account
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $70,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient 20%
Gradients 32 seconds or less
34 seconds or less
36 seconds or less
38 seconds or less
Greater than 38 seconds
Call Issue Resolution in 5 Days
Definition Time to resolve inquiries received from a Participant via a call to customer service
Measurement Percentage of issues resolved 88%
Time to resolve,in business days or less after the issue is reported business days 5
Criteria Standards stem tracking reports
Level Customerspecific
Period Quarterly
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $30,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient 25%
Gradients 87.99%-87.50%
87.49%-87.00%
86.99%-86.50%
86.49%-86.00%
Call Issue Resolution in 10 Days
Definition Time to resolve inquiries received from a Participant via a call to customer service
Percentage of issues resolved 92%
Measurement Time to resolve,in business days or less after the issue is reported business days 10
Criteria Standards stem tracking reports
Level Customerspecific
Period Quarterly
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $30,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient 25%
Gradients 91.99%-91.50%
91.49%-91.00%
90.99%-90.50%
90.49%-90.00%
Call Issue Resolution in 21 Days
Definition Time to resolve inquiries received from a Participant via a call to customer service
Measurement Percentage of issues resolved 95%
Time to resolve,in business days or less after the issue is reported business days 21
Criteria Standards stem tracking reports
Level Customerspecific
Period Quarterly
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $30,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient 25%
Gradients 94.99%-94.50%
94.49%-94.00%
93.99%-93.50%
93.49%-93.00%
Customer Satisfaction
Definition The overall satisfaction will be determined by the question that reads"How satisfied are you overall with
UnitedHealthcare?"
Measurement Minimum score on a 10 point scale score 5
Criteria Standard Customer Scorecard Survey
Level Customerspecific
Period Annually
Payment Period Annually
Fees at Risk Total Dollars at Risk for this metric $70,000
Payment Amount Of the Fees at Risk for this metric,percentage at risk for each gradient N/A
Gradients Not applicable
EXHIBIT D-BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement("Agreement")is entered into on this 1St day of January, 2016 (the
"Effective Date"),by and between the City of Fort bhorth on behalf of itself and its group health and welfare
plans (collectively the "Covered Entity") and United Health Services, Inc. ("Business Associate").
RECITALS:
WHEREAS,Business Associate and Covered Entity are parties to an agreement for services,the same
being City of Fort Worth Contract No. ,and United Contract No.: 905579(the"Contract");and
WHEREAS,pursuant to the Contract,Business Associate performs or assists in performing a function or
activity on behalf of Covered Entity that involves the use and/or disclosure of the Covered Entity's"protected health
information" (such information, as defined in 45 C.F.R. 160-103,as such provision is currently drafted and if
applicable subsequently updated, amended, or revised;referred to herein as"Protected Health Information"or
"PHI");and
WHEREAS,the parties desire to enter into this Business Associate Agreement with reference to the
Contract to govern the use and/or disclosure of Protected Health Information as required by the Health Insurance
Portability and Accountability Act of 1996("HIPAA"),the Health Information Technology for Economic and
Clinical Health Act("HITECH"),the Standards for Privacy of Individually Identifiable Health Information(the
"Privacy Rule"), and the Security Standards for the Protection of Electronic Protected Health Information(the
"Security Rule")promulgated thereunder(collectively,the"HIPAA Privacy Rules and/or Security Standards").
NOW,THEREFORE,the parties hereto agree as follows:
1. Definitions. When used in this Agreement and capitalized,the following terms have the following
meanings:
(a) "Breach" shall have the same meaning as the term"Breach" in 45 C.F.R. §164.402.
(b) "Electronic Protected Health Information" or "ePHI" shall mean Protected Health
Information transmitted by electronic media or maintained in electronic media.
(c) "Individual" shall have the same meaning as the term "Individual" in 45 C.F.R. §160.103
and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R.
§164.502(g).
(d) "Privacy Rule" shall mean the Standards for Privacy of Individual Identifiable Health
Information as set forth at 45 C.F.R.Parts 160 and 164 Subparts A and E.
(e) "Protected Health Information" or "PHI" shall have the same meaning as the term
"protected health information" in 45 C.F.R. § 160.103, limited to the information created or received by
Business Associate from or on behalf of Covered Entity.
(f) "Required by Larp" shall have the same meaning as the tern "required by law" in 45
C.F.R. § 164.103.
(g) "Secretary" shall mean the Secretary of the Department of Health and Human Services or
his or her designee.
(h) "Security Incident" shall mean any attempted or successful unauthorized access, use,
disclosure, modification or destruction of information or systems operations in an electronic information
system.
(i) "Security Rule" shall mean the Standards for Security of PHI, including ePHI, as set
forth at 45 C.F.R.Parts 160 and 164 Subparts A and C.
0) "Unsecured Protected Health Information" shall mean protected health information that
is not rendered unusable, unreadable, or indecipherable to unauthorized persons through the use of a
technology or methodology specified by the Secretary.
Terms used but not defined in this Agreement shall have the same meaning as those terms in the
HIPAA Privacy Rules and/or Security Standards.
2. Obligations and Activities of Business Associate Regarding PHI.
(a) Business Associate agrees not to use or further disclose PHI other than as necessary to
provide the Services,permitted or required by this Agreement and/or the Adminstrative Services Agreement
and in compliance with each applicable requirement of 45 C.F.R. 164.504(e), or as otherwise Required by
Law.
(b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of
the PHI other than as provided for by this Agreement.
(c) Business Associate agrees to ensure that any agents, including sub-contractors(excluding
entities that are merely conduits),to whom it provides PHI agree to the same restrictions and conditions that
apply to Business Associate with respect to such information.
(d) Business Associate agrees to provide access, at the written request of Covered Entity or
an Individual, and in the time and manner designated by the Privacy Rule, to PHI in a Designated Record
Set that is not also in Covered Entity's possession,to the requestor in order for Covered Entity to meet the
requirements under 45 C.F.R. 164.524.
(e) Business Associate, after receiving a written request, agrees to make any amendment to
PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 C.F.R. §
164.526 in the time and manner designated by the Privacy Rule .
(f) Business Associate agrees to make internal practices books and records relating to the use
and disclosure of PHI available to the Secretary, in a reasonable time and manner as designated by the the
Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule.
Business Associate shall in a reasonable time notify Covered Entity upon receipt or notice of any request by
the Secretary to conduct an investigation with respect to PHI received from or on behalf of the Covered
Entity.
(g) Business Associate agrees to document any disclosures of PHI that are not excepted under
45 C.F.R. § 164.528(a)(1) as would be required for Covered Entity to respond to a request by an Individual
for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
(h) Business Associate, after receiving a written request, agrees to provide to Covered Entity
or an Individual, in a tune and manner designated by Covered Entity, (but not less than 30 days),
information collected in accordance with paragraph (g) above, to permit Covered Entity to respond to a
request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
(i) Covered entity shall not request business associate to use or disclose protected health
information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by
covered entity, except as otherwise permitted by this Agreement..
3. Permitted Uses and Disclosures of PHI by Business Associate.
(a) Business Associate may use or disclose PHI to perform functions, activities or services
for, or on behalf of, Covered Entity in accordance with the terms of the Contract, provided that such use or
disclosure would not violate the Privacy Rule if done by Covered Entity.
(b) Business Associate may disclose PHI for the proper management and administration of
Business Associate and to carry out the legal responsibilities of Business Associate if:
(i) such disclosure is Required by Law,or
(ii)Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that such information will remain confidential and used or further
disclosed only as Required by Law or for the purposes for which it was disclosed to the
person,and the person agrees to notify Business Associate of any instances of which it is
aware that the confidentiality of the information has been breached.
(c) Business Associate shall limit the PHI to the extent practicable, to the limited data set or
if needed by the Business Associate, to the minimum necessary to accomplish the intended purpose of such
use, disclosure or request subject to exceptions set forth in the Privacy Rule.
(d) Business Associate may use PHI to provide Data Aggregation services relating to the
Health Care Operations of the Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
(e) De-identify PHI received or created by Business Associate under this BAA in accordance
with the Privacy Rule.
(f) Use PHI to create, use and disclose a Limited Data Set in accordance with the Privacy
Rule.
(g) Use and disclose PHI and data as permitted in 45 C.F.R 164.512 in accordance with the
Privacy Rule.
4. Obligations of Covered Entity Regarding PHI.
(a) Covered Entity shall provide Business Associate with the notice of privacy practices that
Covered Entity produces in accordance with 45 C.F.R. § 164.520, as well as any changes to such notice.
(b) Covered Entity shall provide Business Associate with any changes in, or revocation of,
authorization by an Individual to use or disclose PHI, if such changes affect Business Associate's permitted
or required uses and disclosures.
(c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure
of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, if such restrictions affect
Business Associate's permitted or required uses and disclosures.
(d) In the event Covered Entity takes action as described in this Section, Business Associate will
notify Customer if the change increases Business Associate's cost of providing services under this
Agreement, including this BAA or if Business Associate is reasonably unable to implement or
administer the change. If the parties cannot agree to a reimbursement for Business Associate's
increase in cost within (30)thirty days of the notice of the increased cost or if Business Associate
notifies Covered Entity that Business Associate is unable to reasonably implement or administer-
the change, Business Associate shall have no obligation to implement or administer the change,
and Covered Entity may terminate this Agreement upon(60)sixty days written notice.
(e) Covered Entity shall require all of its employees, agents and representatives to be
appropriately informed of its legal obligations pursuant to this Agreement and the Privacy Rule
and Security Standards required by HIPAA and will reasonably cooperate with Business Associate
in the performance of the mutual obligations under this Agreement.
5. Security of Protected Health Information.
(a) Business Associate represents that it has implemented policies and procedures to ensure
that its receipt,maintenance, or transmission of all PHI, either electronic or otherwise, on behalf of Covered
Entity complies with the applicable administrative, physical, and technical safeguards required protecting
the confidentiality, availability and integrity of PHI as required by the HIPAA Privacy Rules and Security
Standards.
(b) Business Associate agrees that it will ensure that agents or subcontractors agree to
implement the applicable administrative, physical, and technical safeguards required to protect the
confidentiality, availability and integrity of PHI as required by HIPAA Privacy Rules and Security
Standards.
(c) Business Associate agrees to report to Covered Entity any Security Incident (as defined
45 C.F.R. Part 164.304) of which it becomes aware. Business Associate agrees to report the Security
Incident to the Covered Entity as soon as reasonably practicable, but not later than 10 calendar days from
the date the Business Associate becomes aware of the incident.
(d) Business Associate agrees to establish procedures to mitigate, to the extent possible, any
harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in
violation of this Agreement.
(e) Business Associate agrees within ten (10) business days to notify Covered Entity upon
discovery of any Breach of Unsecured Protected Health Information (as defined in 45 C.F.R. §§ 164.402
and 164.410) and provide to Covered Entity, to the extent available to Business Associate, all information
required to permit Covered Entity to comply with the requirements of 45 C.F.R. Part 164 Subpart D.
(f) Covered Entity agrees and understands that the Covered Entity is independently
responsible for the security of all PHI in its possession (electronic or otherwise), including all PHI that it
receives from outside sources including the Business Associate.
6. Term and Termination.
(a) Term. This Agreement shall be effective as of the Effective Date and shall remain in
effect until the Contract is terminated or expires, the Business Associate relationship with the Covered
Entity is terminated, and all PHI is returned,destroyed or is otherwise protected as set forth in Section 6(d).
(b) Termination for Cause by Covered Entity. Upon Covered Entity's knowledge of a
material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate
to cure the breach. If Business Associate does not cure the breach within 30 days from the date that
Covered Entity provides notice of such breach to Business Associate, Covered Entity shall have the right to
immediately terminate this Agreement and the underlying services agreement between Covered Entity and
Business Associate.
(c) Termination by Business Associate. This Agreement may be terminated by Business
Associate upon 30 days prior written notice to Covered Entity in the event that Business Associate,acting in
good faith, believes that the requirements of any law, legislation, consent decree, judicial action,
governmental regulation or agency opinion, enacted, issued, or otherwise effective after the date of this
Agreement and applicable to PHI or to this Agreement, cannot be met by Business Associate in a
commercially reasonable manner and without significant additional expense.
(d) Effect of Termination. Upon termination of this Agreement for any reason, at the request
of Covered Entity, Business Associate shall return or destroy all PHI received from Covered Entity, or
created or received by Business Associate on behalf of Covered Entity. Business Associate shall not retain
any copies of the PHI unless return or destruction is deemed infeasible. If the return or destruction of PHI
is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit
further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible,for
so long as Business Associate maintains such PHI. For purposes of illustration only and not to limit the set
of circumstances that could potentially make return or destruction infeasible, it would be infeasible for
Business Associate to return or destroy certain PHI that is part of work product that must be retained for
document retention/archival purposes, as well as PHI that is stored as a result of backup e-mail systems that
store e-mails for emergency backup purposes.
7. Amendment.
The parties may agree to amend this Agreement from time to time in any other respect that they deem appropriate.
This Agreement shall not be amended except by written instrument executed by the parties.
8. Indemnification.
Business Associate shall indemnify and hold harmless Covered Entity from and against any and all costs,
expenses,claims,demands,causes of action, damages, attorneys'fees and judgments that arise out of or that may be
imposed upon, incurred by,or brought against Covered Entity to the extent directly resulting from a breach of this
Agreement or any violation of the Privacy Rule or other applicable HIPAA regulations by Business Associate. The
indemnification obligations provided for in this Section will commence on the effective date of this Agreement and
will survive its termination.
9. Severability.
The parties intend this Agreement to be enforced as written. However, (i)if any portion or provision of this
Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction,then the
remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable,will not be affected thereby, and each portion and provision of this
Agreement will be valid and enforceable to the fullest extent permitted by law;and(ii)if any provision, or part
thereof, is held to be unenforceable because of the duration of such provision,the Covered Entity and the Business
Associate agree that the court making such determination will have the power to modify such provision,and such
modified provision will then be enforceable to the fullest extent permitted by law.
10. Notices.
All notices,requests, consents and other communications hereunder will be in writing,will be addressed to the
receiving party's address set forth below or to such other address as a party may designate by notice hereunder,and
will be either(i)delivered by hand, (ii)made facsimile transmission, (iii)sent by overnight courier, or(iv)sent by
registered mail or certified mail,return receipt requested,postage prepaid.
If to the Covered Entity: If to the Business Associate:
Assistant City Manager for HR United Health Services,Inc.
1000 Throckmorton Attn: Dennis Ellis
Fort Worth,Texas 76102 1311 W. Pres George Bush Highway, TX023-1000
Richardson,TX 75080
with copy to:
City Attorney's Office at same address
11. Regulatory References.
A reference in this Agreement to a section in the Privacy Rule means the referenced section or its successor,and
for which compliance is required.
12. Headings and Captions.
The headings and captions of the various subdivisions of the Agreement are for convenience of reference only and
will in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
13. Entire Agreement.
This Agreement sets forth the entire understanding of the parties with respect to the subject matter set forth herein
and supersedes all prior agreements,arrangements and communications,whether oral or written,pertaining to the
subject matter hereof.
14. Binding Effect.
The provisions of this Agreement shall be binding upon and shall inure to the benefit of both parties and
their respective successors and assigns.
15. No Waiver of Rights,Powers and Remedies.
No failure or delay by a party hereto in exercising any right,power or remedy under this Agreement,and no
course of dealing between the parties hereto,will operate as a waiver of any such right,power or remedy of the
party. No single or partial exercise of any right,power or remedy under this Agreement by a party hereto,nor any
abandonment or discontinuance of steps to enforce any such right,power or remedy,will preclude such party from
any other or further exercise thereof or the exercise of any other right,power or remedy hereunder. The election of
any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available
remedies. No notice to or demand on a party not expressly required under this Agreement will entitle the party
receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the right of the party giving such notice or demand to any other or further action in any
circumstances without such notice or demand. The terms and provisions of this Agreement may be waived,or
consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits
of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent
with respect to any other terms or provisions of this Agreement,whether or not similar. Each such waiver or consent
will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a
continuing waiver or consent.
16. Governing Law; Venue.
This Agreement will be governed by and construed in accordance with the laws of the State of Texas.
Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance,
attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas.
17. Interpretation.
It is the parties'intent to comply strictly with all applicable laws,including without limitation,HIPAA,state
statutes,or regulations(collectively,the"Regulatory Laws"),in connection with this Agreement. In the event there
shall be a change in the Regulatory Laws, or in the reasoned interpretation of any of the Regulatory Laws or the
adoption of new federal or state legislation,any of which are reasonably likely to materially and adversely affect the
manner in which either party may perform or be compensated under this Agreement or which shall make this
Agreement unlawful,the parties shall immediately enter into good faith negotiations regarding a new arrangement or
basis for compensation pursuant to this Agreement that complies with the law,regulation or policy and that
approximates as closely as possible the economic position of the parties prior to the change. In addition,the parties
hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one
of the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective parties. To
the extent this Agreement is in violation of applicable law,then the parties agree to negotiate in good faith to amend
this Agreement,to the extent possible consistent with its purposes,to conform to law.
18. Review of Counsel. The parties acknowledge that each parry and its counsel have had the
opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement
or exhibits hereto.
19. Signature Authority. The person signing this Agreement hereby warrants that he or she has the
legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has
been granted by proper order,resolution,ordinance or other authorization of the entity. The other party is fully
entitled to rely on this warranty and representation in entering into this Agreement.
IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as of the
Effective Date.
COVERED ENTITY: BUSINESS ASSOCIATE:
By: rkQBy: U
Nam U C20(0 MatA 1 Name: Holly Durinick
Title:Assistant City Manager Title:Regional Contract Manager
ATTEST: n a
M ry Kayser, City Secreta
APPROVED AS TO FORM AND LEGALITY: ex 3Y
Will Trevino,Asst.City Attorney II
CONTRACT AUTHORIZATION:
M&C No.:NOT REQUIRED
CITY OF FORT WORTH
TEXAS
DH LETTER 1354
DATE: August 8,2003
TO: ALL DEPARTMENT HEADS
FROM: Gary W.Jackson,City Manager
SUBJECT: Administrative Regulation: D4 Official City of Fort Worth Logo
At my direction, a city task force was convened to review the current administrative
regulation governing the use of the city logo. The charge was to review the entire
regulation, particularly the sections dealing with the use of the city logo on city vehicles.
The task force concluded that the regulation, as presently written, is resulting in the city
logo being used as intended with one exception—the use of the logo on vehicles. The
task force concluded that the city logo is intended to be the universally recognized
symbol of the City of Fort Worth. After taking into consideration the state and federal
mandated requirements for marking government vehicles, the task force concluded that
the portion of the regulations dealing with the use of the city logo on vehicles (Section
7.5) is too vague and,instead, should specify how the logo should appear.
Therefore the logo AR has been revised to:
• Require the city logo to be on the front door of all licensed city vehicles,
or as near as possible if the front door cannot accommodate the logo.
• Require all non-licensed equipment such as tractors and lawnmowers to
display the logo as large as possible in as prominent a place as possible.
• if a department's logo is on a vehicle, it must be subordinate to the city
logo.
• If a department wishes to deviate from this regulation, the deviation must
be approved by the City Manger's Office, and the City Council must be
notified in writing of the approved deviation prior to implementation.
Several minor clarifying changes have been incorporated. One requires that the City
Council be notified in writing of any deviation from the logo regulation that is approved
prior to implementation and the other change acknowledges that some departments have
uniform designs that are considered exempt from the regulation's uniform rules.
The AR allows the Police Department to continue using its new vehicle logo design. If
the Police Department decides to change from the current logo, be it a year from now or
10 years from now, the revised regulations apply. That means the Police Department
would have to display the city logo on the front doors of police vehicles, or it would have
to request the approval of a different design from the City Manager's Office, which if
approved, would be brought to the attention of City Council as part of the approval
process.
Gary . J n
City Manager
Attachment
Revised AR D-4
cc: Libby Watson, Assistant City Manager
Charles Boswell,Assistant City Manager
Joe Paniagua,Assistant City Manager
Reid Rector,Assistant City Manager
Marc Ott,Assistant City Manager
Christy Carlson, Web Managing Editor
2
CITY OF FORT WORTH SECTION D
ADMINISTRATIVE REGULATIONS
NUMBER. 4
SUBJECT OFFICIAL CITY OF FORT WORTH LOGO PAGE 1 OF 6
REPLACES Current A.R.D-4 EFFECTIVE DATE August 1,2003 REVIEW DATE July 31,2005
PREPARED BY CITY MANAGER'S OFFICE APPROVED BY CITY MANAGER
1.0 PURPOSE
This regulation establishes the policy and practices for use of the City of Fort Worth logo.
2.0 KEY WORDS
2.1 Logo
2.2 City Logo
3.0 DEPARTMENTS AFFECTED
All departments.
4.0 DEFINITIONS
PMS - Pantone'Matching System - A professional color system for matching ink colors in
printing.
5.0 POLICY
The City of Fort Worth logo, adopted by the Fort Worth City Council July 18, 2000 as the
official city logo, will appear in its approved form only on all employee business cards, all city
letterhead and envelopes, all publications, all vehicles, uniforms, and other city properties.
6.0 RESPONSIBILITY/AUTHORITY
6.1 Departments
6.1.1 All city departments are required to use the logo as prescribed in this
Administrative Regulation. Departments shall make all requests for deviation from this
regulation to the City Manager's Office, Public Information Office. Prior to
implementation of significant deviations, City Council will be notified in writing of the
deviation and will be provided an illustration of the approved use.
6.1.2 Departments are responsible for ensuring logo use rules in Section 7.0 of this
regulation are followed strictly when employing their own staff or outside design
and printing sources instead of the Reprographics Division.
6.1.3 Department heads shall provide written instructions to the Reprographics
Division if a departmental logo will be included on departmental business cards.
CITY OF FORT WORTH SECTION D
ADMINISTRATIVE REGULATIONS
NUMBER 4
SUBJECT OFFICIAL CITY OF FORT WORTH LOGO PAGE 2 OF 6
REPLACES Current A.R. D-4 EFFECTIVE DATE August 1,2003 REVIEW DATE July 31,2005
PREPARED BY CITY MANAGER'S OFFICE APPROVED BY CITY MANAGER
6.2 Equipment Services Department
The Equipment Services Department is responsible for ordering decals for city vehicles.
6.3 City Manager's Office, Public Information Office
6.3.1 The Public Information Office reviews and approves any deviation from this
regulation on the use of the city logo.
6.3.2 The Public Information Office reviews and approves all requests for commercial
or general community use of the city logo.
7.0 PRACTICE
7.1 General
7.1.1 All city departments and activities are required to use the logo as prescribed in
this Administrative Regulation. All existing city and departmental logos will be
secondary to the official logo.
7.1.2 The logo must be printed as approved. No variations are permitted. The words
"Fort Worth" must be PMS 288 blue, and the longhorn must be PMS 725. A
one-color printing of the logo is permitted on single-color publications.
7.1.3 The city logo is an original design and is copyrighted. It is not to be used by any
individual or organization without the written consent of the City of Fort Worth.
No commercial or general community use of the logo is permitted without
written, specific permission from the City Manager's Office, Public Information
Office.
7.1.4 The logo may be used in conjunction with events that the city is sponsoring or
co-sponsoring.
7.1.5 The logo may not be used at events that merely are held on city property or at
events produced by outside organizations that intend eventually to benefit the city.
7.1.6 The city logo may not be provided to potential vendors to display on bid
documents.
CITY OF FORT WORTH SECTION D
ADMINISTRATIVE REGULATIONS
NUMBER 4
SUBJECT OFFICIAL CITY OF FORT WORTH LOGO PAGE 3 OF 6
REPLACES Current A.R. D-4 EFFECTIVE DATE August 1,2003 REVIEW DATE July 31,2005
PREPARED BY CITY MANAGER'S OFFICE APPROVED BY CITY MANAGER
7.2 Business Cards (Appendices 8.1 and 8.2)
7.2.1 All, city business cards will be printed with the city logo at the top left corner. The
logo will be printed with "Fort Worth" in PMS 288 and the longhorn in PMS 725.
7.2.2 All printing is to be black, Cheltenham font.
7.2.3 All individual information will be printed in the prescribed style at the bottom of
the business card.
7.2.4 Individual employees may add the name of their division to the business card.
The division name will appear below the department name and above the line
separating the name and address information.
7.2.5 A departmental logo printed in black ink only is permitted in the secondary
position, top right of the business card. If a department chooses to print its logo
in the secondary position, all employees of that department will be required to
have cards with the department logo.
7.2.6 No custom design of business cards by individual employees will be permitted.
7.2.7 All cards will be printed on white matte 80 Ib. cover, 80-85 brightness, recycled.
7.2.8 The Reprographics Division will print city business cards. Departments should
use the Business Card Order Form (Appendix 8.2) to order business cards. If a
department uses an'outside printer to provide business cards, that department
will be responsible for seeing that the cards adhere to the city standards in this
regulation.
7.3 Official Letterhead and Envelopes (Appendices 8.3 and 8.4)
7.3.1 All city stationery will be printed with the city logo at the top in PMS colors.
7.3.2 All `departmental address information will be printed in the prescribed style in
black, Cheltenham font, at the bottom of the page.
7.3.3 A departmental logo may be printed in departmental logo colors or in black ink at
the bottom of the page to the left of the address information.
7.3.4 All stationery will be printed in logo PMS colors on 20-24 Ib. white bond, 25
percent cotton, 90 brightness, recycled. No black and white version of the logo is
allowed on stationery.
CITY OF FORT WORTH SECTION D
ADMINISTRATIVE REGULATIONS
NUMBER 4
SUBJECT OFFICIAL CITY OF FORT WORTH LOGO PAGE 4 OF 6
REPLACES Current A.R.D-4 EFFECTIVE DATE August 1,2003 REVIEW DATE July 31,2006
PREPARED BY CITY MANAGER'S OFFICE. APPROVED BY CITY MANAGER
7.3.5 If a division name is printed on the stationery, it will be ! sated below the
department name and above the line separating the department and address.
7.3.6 "Department" will follow all department names. No listings will be made with
"Department of ..."
7.3.7 All city envelopes will be printed with the city logo in the top left corner in black,
Friz Quadrata font, and in compliance with postal regulations.
7.3.8 City fund/account/center numbers can be printed in the top right corner of the
envelope in 6-point type.
7.3.9 All envelopes will be printed in PMS colors on 24 Ib. No. 10 white envelopes,
diagonal seam, 84 brightness, recycled.
7.3.10 The return address will list the department and division on the first line when the
division name is requested.
7.3.11 Return envelopes or special-use envelopes do not have to adhere to this regulation.
7.4 City Publications/Communications
7.4.1 Brochures, newsletters, handbills, reports, forms, fax cover sheets, and other
publications shall include in a prominent place the city logo. The preferred use of
the logo is in the PMS colors, but if the design of the material is single color, the
logo may be reproduced in that color. No modification of the logo itself is allowed.
7.4.2 In-house pieces not intended for distribution to other organizations or to the
general public, such as memo pads, forms for in-house use, or other such
pieces, may have only the department or division logo, or the city logo in black.
7.4.3 All electronic communications and video productions shall include the logo. The
same regulations for printed matter apply to electronic use of the logo.
7.4.4 If any publication or any other material fails to meet specifications, the
department will be required to reprint the material at its expense. Incorrect usage
of the logo on materials taken to the Reprographics Division for design and/or
printing will be altered to conform to logo regulations. If a department employs its
own staff or outside design and printing sources, it is the department's
responsibility to ensure logo use rules are followed strictly.
7.5 City Vehicles (Appendix 8.5)
CITY OF FORT WORTH SECTION D
ADMINISTRATIVE REGULATIONS
NUMBER 4
SUBJECT OFFICIAL CITY OF FORT WORTH LOGO PAGE 5 OF 6
REPLACES Current A.R. D-4 EFFECTIVE DATE August 1,2003 REVIEW DATE July 31,2005
PREPARED BY CITY MANAGER'S OFFICE APPROVED BY CITY MANAGER
7.5.1 All city-owned vehicles will be marked with the city logo that meets sta a and
federal regulations, as well as city specifications.
7.5.2 All vehicle decals will be printed in colors as close to the PMS colors as possible
on reflective materials or materials best suited for the application.
7.5.3 A city logo decal will be placed on the front door on all licensed vehicles, or near
as,possible if the design or legal requirements preclude the logo on the door.
Licensed vehicle means any motorized equipment that operates on city streets
and is required to be licensed, under rules of the State of Texas.
7.5.4 All non-licensed equipment, such a tractors, backhoes, lawnmowers and similar
equipment, will have the city logo in as large as size as possible affixed in a
prominent area so as to be easily identifiable as City of Fort Worth equipment.
The Equipment Services Department shall determine the appropriate location for
the city logo decal on this equipment.
7.5.5 If a city department chooses to display its department logo on a vehicle, it must
be in a subordinate location to the city logo and not as large as the city logo.
7.5.6 The Equipment Services Department will review any requests for deviations and
make recommendations to the City Manager's Office, Public Information Office.
If a city department does the detail work on its vehicles, it will submit a request
for deviation to the City Manager's Office, Public Information Office. The City
Manager's Office, Public Information Office will review and approve any
deviations from this requirement. Prior to implementation, City Council will be
notified in writing of the deviation and will be provided an illustration of the
approved use.
7.6 Uniforms (Appendix 8.6)
7.6.1 City uniforms will have a patch depicting the logo. The patch wily be a 2 X 4 inch
white rectangle with the logo embroidered in colors as close to the PMS colors
as possible. Some departments such as Police, Fire, Animal Control and others
have designated uniforms and should be considered exempt from these
regulations.
7.6.2 The department name will be embroidered beneath the logo in 288 blue lettering.
7.6.3 The patch will be above the pocket or some other appropriate location on a shirt.
CITY OF FORT WORTH SECTION D
ADMINISTRATIVE REGULATIONS
NUMBER 4
SUBJECT OFFICIAL CITY OF FORT WORTH LOGO PAGE 6 OF 6
REPLACES Current A.R. D-4 EFFECTIVE DATE August 1,2003 REVIEW DATE JuIv 31 2005
PREPARED BY CITY MANAGER'S OFFICE APPROVED BY CITY MANAGER
'j, #
7.6.4 The department name will be "Water," "Parks and Community Services,"
"Development," etc.
7.6.5 If only the department logo is used on garments, those garments will not be
official uniforms.
7.6.6 If dark, solid color shirts are part of the uniform, they can be screen printed or
embroidered with the new logo in a solid white or some other appropriate solid color.
If a two-color logo is used, it must be in the logo PMS colors. Department and division
logos can be used in a secondary position, such as on a uniform sleeve.
7.6.7 All caps will be printed in department names without the word "Department."
Either the PMS colors will be used or an appropriate single color.
7.7 Other Applications
All city bond construction signs, water towers, buildings, and other facilities will be
marked with a city logo in logo PMS colors when a logo is used.
8.4 APPENDIX/APPENDICES
8.1 Business Card Examples
8.2 Business Card Order Form
8.3 Letterhead Example
8.4 Envelope Example
8.5 Logo on City Vehicles
8.6 Logo Patch for Uniforms
Appendix 8,1
FORT WORTH
DALE FISSELER
DIRECTOR
WATER DEPARTMENT
CITY OF FORT WORTH
1000 THROCKMORTON STREET * FORT WORTH,TEXAS 76102
(817)871-8207 * MOBILE(817) 994-0000 * FAX(817)871.8220
hppt://www.fortworthgov.org a-
FORT NORTH a�
RICHARD ZAVALA
DIRECTOR
PARKS AND COMMUNITY SERVICES DEPARTMENT
CITY OF FORT WORTH
4200 SOUTH FREEWAY,SUITE 2200 * FORT WORTH,TEXAS 76115
(817)871-5704 * FAX(817)871-5724
a
FORT WORTH
BRIAN BOERNER
DIRECTOR
ENVIRONMENTAL MANAGEMENT DEPARTMENT
CITY OF FORT WORTH
I000 THROCKMORTON STREET * FORT WORTH,TEXAS 76102
.(817)871-8079.*FAX(817)871-6359
A.
Appendix 8.2 `
FORT WORTH FORT WORTH
IN N�
(7Wo cDIDt 1090) x�k ._ ax*� __ '.`51
r t ; ) - nwo color logo) 1813df if)K oRM
YOUR NAME ) '1 YOUR NAME
W�3 �� s
YOUR TITLE } YOUR TITLE
YOUR DEPARTMENT YOYOUR DIVRTMENT
YOUR DIVISION
CITY OF FORT WORTH CITY OF FORT WORTH
STREET ADDRESS * FORT WORTH,TEXAS ZIP STREET ADDRESS * FORT WORTH,TEXAS ZIP
WORK TELEPHONE * MOBILE OR PAGER * FAX NUMBER WORK TELEPHONE*MOBILE OR PAGER * FAX NUMBER
INTERNET ADDRESS ty INTERNET ADDRESS 0
BUSINESS CARD ORDER FORM
(Allow 10 working days for processing)
INSTRUCTIONS: Please use exact spelling, with no abbreviations. Type or Print Clearly.
Mistakes due to illegibility will not be reprinted free.)
Today's Date
Name:
Title:
Department:
Division:
City of Fort Worth
Street Address:
Fort Worth,Texas Zip: —
Work Telephone: ( Fax Number:
Mobile: ( Pager:
Internet Address (Please be speclttc):
YOUR DEPARTMENT LOGO WILL BE ADDED IF IT HAS BEEN APPROVED BY THE DEPARTMENT HEAD.
Number of Cards: (Circle One) 250 500 1000
Fund: ❑� Account: 1 S 1 2 1 2 Q 3 o Center.
Zequested by:
3epartment Head Approval:
—————————.— —————————————————
—— — FOR OFFICE USE ONLY
)ate Received: Date Processed:
FORT WORTH Appendix 8.3
FIRE DEPARTMENT
EMERGENCY MANAGEMENT OFFICE
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102
(817) 871-6170 * FAX (817) 871-6180
{'.Printed on recycled PBP40
1 I Appendix 8.4
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Appendix
FORTWORTH
POLICE
i
Appendix 8.6
No border line on patch
PMS 288 (BLUE) White
—FORT
WORTH White Stitching
PMS 725(BROWN)
WATER Department Name in
PMS 288 (blue) lettering
M&C Rcview
Official
zTY OU NCIL GENDA FSR i
COUNCIL ACTION: Approved on 6/16/2015
DATE: 6/16/2015 REFERENCE C-27347 LOG NAME: 14HEALTHBENEFITSPLAN
NO..
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of a Three-Year Agreement with United HealthCare Services, Inc.,
for Administration of the City's Medical and Disease Management Programs in the
Amount Up to $3,473,600 Annually (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a three-year Agreement
with United HealthCare Services, Inc., for administration of the City's self-funded group Medical and
Disease Management Programs in the amount up to $3,473,600.00 annually.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek authorization from the City
Council to enter into a new Agreement with United HealthCare Services, Inc. (UHC), for administrative
services related to the City's Medical and Disease Management Programs (Program). The City of Fort
Worth's Program is self-funded and utilizes a third party administrator to process claims. Aetna has
been providing these administrative services since January 1, 2005 under its previous Agreement with
the City. That contract expires on December 31, 2015.
Staff determined it would be in the City's best interest to ensure that it was getting the best overall
product and price by going out to the market and giving all providers the opportunity to compete for the
City's business. On February 17, 2015, a Request for Proposal (RFP) was issued requiring interested
vendors to submit proposals by April 2, 2015. The RFP was designed to solicit proposals for the
following services individually or in combination with each other: (1) Third Party Administrator (TPA) for
the City's self-funded Medical and Disease Management Program; (2) Pharmacy Benefit Management
(PBM); (3) Flexible Spending Account (FSA), Health Saving Accounts (HSA) and COBRA
administration; (4) Employee Assistance Program; and (5) Medicare Advantage.
In April 2015, an Ad Hoc Selection Committee (Committee) was formed and included representation from
Human Resources, Police, Fire and Water Departments and two retirees. The Committee was active in
the analysis of the proposals. Human Resources staff, the Purchasing Division and the City's benefits
consultant, A.J. Gallagher Benefits Services, facilitated the RFP review and Committee
meetings. Thirty-four vendors were solicited from the Purchasing Division database system; five
vendors responded representing five proposals.
The Committee considered several factors in evaluating the proposals:
- Ability to maintain and promote quality of care disease management services;
- Ability to lower costs and maintain benefits/financial offer;
- Program Sustainability through Plan Design; and
- Customer Service/Account Management/Technology Resources.
http://apps.cfwnet.org/co uncil_packet/mc_review.asp?ID=21208&counciIdate=6/16/2015[12/29/2015 5:13:37 PM]
M&C Review
After a lengthy review process, the Committee came to a consensus that UHC provided the best overall
quality of service and pricing for the City's Medical and Disease Management Programs. In addition to
price and quality of service UHC offered:
- Projected savings by utilizing their high performance network, removing Out-Of-Network benefits
and Care Management Programs;
- Significant allowances of$700,000.00 over three years for implementation, wellness and
communications;
- $1.7 M of their fees at risk based on maintaining claims cost, in addition to $519,292.00 in
performance guarantees for service levels;
- The low provider disruption - matched 98.3 percent of the current in-network providers; and
- Currently integrates with Envision (pharmacy benefit manager) so there are no additional costs
for
pharmacy claims connection or deductible accumulator file fees which the current provider does
not offer.
Pharmacy Benefit Management, Flexible Spending Account (FSA), Health Saving Accounts and COBRA
administration, Employee Assistance Program and Medicare Advantage were recommended to other
carriers. These services will be provided by other carriers and recommended for approval to City
Council in separate M&Cs.
The associated cost and fees for Medical Management and Disease Management Coordination are
$41.03 per month per employee and Non-Medicare eligible retirees (7,055) or $3,473,600.00 annually.
The benefit plan operates on a plan calendar year basis and the expected overall total administrative
costs are $3,473,600.00 for Calendar Year 2016. Prices will remain flat for the base three years of the
Agreement.
UHC estimates medical claims of$71 M in Calendar Year 2016 and to trend at 3 percent in year two and
up to 7 percent in year three based on current claims experience by utilizing their preferred network and
recommended progressive plan changes emphasizing centers of excellence, no out-of-network benefits
and steerage to high-performing physicians. Trend projections may vary depending on Calendar Year
2015 claims experience.
It is anticipated that Staff will make a recommendation to the City Manager on premium contribution rates
and plan design by July 2015. Open enrollment for the 2016 medical plan is scheduled to begin on
October 8, 2015. The City Manager's budget proposal for Fiscal Year 2015-2016 will include a
recommendation to f, nd this contract through September 2016. Authority for the remaining fiscal years
that are encompassed by the Agreement will be requested annually as part of the overall budget process
and the contract will include a standard fiscal funding out clause that would comply with state law
requirements by allowing the City to terminate the Agreement without penalty, if in the future, the Council
elects not to appropriate funds for any employee and retiree health care benefits.
AGREEMENT TERMS — Upon City Council approval, the initial three-year term of this contract shall
begin on January 1, 2016 and expire on December 31, 2018. The contract may be renewed for up to
two successive one-year terms at the City's option. This action does not require specific City Council
approval, provided that the City has appropriated sufficient funds to satisfy the City's obligations during
the renewal term.
MMBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the
purchase of goods or services from source(s) where subcontracting or supplier opportunities are
negligible.
littp://apps.cfNvnet.org/council_packet/inc_review.asp?ID=21208&councildate=6/16/2015[12/29/2015 5:13:37 PM]
M&C Review
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds will be included in the City Manager's
proposed budget for Fiscal Years 2015 - 2016 for the Group Health and Life Insurance Fund. Upon
approval of the above recommendations and upon the adoption of the Fiscal Year 2015 - 2016 Budget
by the City Council to include the above recommendations, funds will be available in the Fiscal Year
2016 operating budget, as appropriated. Prior to expenditure being made, the Human Resource
Department has the responsibility to validate the availability of funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
60109 5310101 0148520 $2,084,160.00
60109 5310101 0148540 $1,389,440-00
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Brian Dickerson (7783)
Additional Information Contact: Margaret Wise (8058)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/inc_review.asp?ID=21208&councildate=6/16/2015[12/29/2015 5:13:37 PM]