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HomeMy WebLinkAboutContract 52576 DocuSign Envelope ID:095E542A-9672-41A9-A354-399FAB039A9D CSC No.52576 TO G\�yoSVcR FITNESS PASSPORT SERVICE AGREEMENT This Fitness Passport Service Agreement (this "Agreement") is entered into on July 1, 2019 (the "Effective Date"), by and between OptumHealth Care Solutions, LLC, including its affiliates ("Optum") and the City of Fort Worth, including its Participating Facilities ("Network"). For purposes of this Agreement, Network and Optum shall collectively be referred to herein as the "Parties" and individually as a "Party". WHEREAS, Network wishes to become part of the Optum Fitness Passport network comprised of facilities that provide services to support the Fitness Passport Program to Optum's clients; and WHEREAS, Optum provides its client's Members access to the Fitness Passport Program (as further described in Appendix A); and WHEREAS, Optum desires to include Network as part of its Fitness Passport Program offering so that Optum's client's Members may access the Fitness Passport Program. NOW THEREFORE, the Parties agree as follows: ARTICLE 1 DEFINITIONS Except as otherwise specifically indicated, the following terms shall have the following meanings in this Agreement (such meanings to be equally applicable to both the singular and plural forms of the terms defined): Activation ID: A unique system-generated number assigned by Optum and used by both Parties to identify a Member who enrolls in the Fitness Passport Program. Activation Letter: A letter, which displays the Activation ID that Members print off and present to a Participating Facility to enroll in the Fitness Passport Program. Fitness Passport Program: A program sponsored by Optum as described in Appendix A herein. Eligible Member: A benefit holder enrolled in a qualifying health plan that may or may not be a member of a Participating Facility and is not enrolled in the Fitness Passport Program. Member: A benefit holder enrolled in a qualifying health plan that is enrolled in the Fitness Passport Program and is a member of a Participating Facility. Participating Facility: Each Network facility location, unless otherwise excluded as expressly stated in Appendix A herein that is obligated by this Agreement to participate in the Fitness Passport Program. Network Facility Reimbursement: The amount of reimbursement Optum has agreed to remit to Network toward a Member's monthly membership rate that Network represents has met the established Fitness Passport Program visit criteria as defined by Optum in Appendix A. ARTICLE 2 TERM AND TERMINATION 2.1 Term. The initial term of this Agreement shall begin on the Effective Date a s-afif`con Niue or 1 OFFICIAL,RECORD CITY SECRETARY FT 'WORTH,TX DocuSign Envelope ID:095E542A-9672-41A9-A354-399FAB039A9D period of twelve (12) months ("Initial Term"). Thereafter, the Agreement may be renewed for four (4) renewals at Network's option, (each a "Renewal Term"), unless sooner terminated in accordance with Section 2.2 of this Agreement. Network shall provide Optum with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2.2 Termination. This Agreement may be terminated by any of the following: a)After the Initial Term, during any Renewal Term thereafter, either Party may terminate this Agreement at any time by giving a minimum thirty(30) days' written notice to the other Party; b) By either Party upon mutual written agreement; or c) If either Party breaches any provision of this Agreement and fails to cure such breach within ten (10) calendar days after written notice is given by the non-breaching Party, the Agreement shall terminate at the end of the ten(10) day period. Notwithstanding the above, this Agreement shall terminate immediately upon delivery to the other Party of written notice of termination on the occurrence of one of the following: a) Bankruptcy, insolvency or the dissolution of either Party; b) Assignment of this Agreement by either Party without the permission of the other Party; or c) In the event no funds or insufficient funds are appropriated by Network in any fiscal period for any payments due hereunder, Network will notify Optum of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Network of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d) In the event that the Agreement is terminated prior to the expiration date, Network shall pay Optum for services actually rendered up to the effective date of termination and Optum shall continue to provide Network with services requested by Network and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Optum shall provide Network with copies of all completed or partially completed documents prepared under the Agreement. In the event Optum has received access to Network information or data as a requirement to perform services hereunder, Optum shall return all Network provided data to Network in a machine readable format or other format deemed acceptable to Network. e)The loss of any license, qualification, authorization, accreditation or certification required for a Party to perform its duties under this Agreement. Each Party agrees to notify the other Party in writing not later than five (5) business days after the occurrence of any of the events referred to immediately above. 2.3 Effect of Termination: Upon termination of this Agreement, each Party shall immediately cease using the other Party's name, symbol or logo ("Mark"), including but not limited to uses of the Mark authorized by this Agreement. Notwithstanding, the obligation to pay Network Facility Reimbursement to Network by Optum shall survive Termination for 120 days after the termination date. 2.4 Ongoing Obligations. Termination shall not affect either Party's liability for any obligations incurred by such Party prior to the effective date of termination. 2 DocuSign Envelope ID:095E542A-9672-41A9-A354-399FAB039A9D ARTICLE 3 OBLIGATIONS OF NETWORK 3.1 Access to, Fulfillment of, and Membership Fees for the Fitness Passport Program. Each Participating Facility shall provide all Members with unlimited visits to the Participating Facility and all standard Network services, during the hours of operation as advertised by the Participating Facility to include, if applicable, an initial orientation to a Participating Facility and the equipment. In connection with participating in the Fitness Passport Program, each Participating Facility will provide Members with unlimited visits to Participating Facility at the rate set forth in Appendix A. 3.2 Acknowledgement. Network acknowledges that Optum is not a payer of services nor an insurer with respect to any services provided by the Network as part of this Agreement. 3.3 Compliance with Applicable Laws. Both Parties shall comply with all applicable local, state and federal laws. Network shall also obtain and maintain any and all licenses required to fulfill its duties and obligations under this Agreement. 3.4 Cooperation with Optum. Both Parties agree Network shall be the first point of contact for Members and Eligible Members and shall assume all service responsibility with respect to Member participation in the Fitness Passport Program, unless the Member contacts Optum first, in which case that Member will be re-directed to the Network. In the event of an escalated issue whereby Optum's assistance is required for resolution, Optum agrees to cooperate with Network in handling any complaints or inquiries from Members or Eligible Members regarding the Fitness Passport Program. 3.5 Account Management. Network will assign an account management individual or team to support Optum with implementation of the Fitness Passport Program. ARTICLE 4 OBLIGATIONS OF OPTUM 4.1 Payment to Network. Optum shall pay Network the Network Facility Reimbursement set forth in Appendix A for each eligible Member that meets the Fitness Passport Program's monthly visit requirement. Payment details for the Network Facility Reimbursement are set forth in Appendix A. 4.2 Hold Harmless. Network agrees that the only payment Optum is responsible for is in accordance with its obligation described in Section 4.1. The Member is responsible for all other costs, fees and charges related to services not included in the Network standard membership services. Network will not seek compensation from Optum for any charges, fees, costs or expenses a Member may incur that are not part of the obligation of Optum under Section 4.1. 4.3 Promotion of Services. Optum shall promote the Fitness Passport Program to Eligible Members through the Optum Web site, marketing and sales brochures, and other distribution channels designated by Optum, including but not limited to telephone and email communications. Optum shall be responsible for the design and production of any such materials and the design and maintenance of the Optum Web site. ARTICLE 5 CONFIDENTIALITY 5.1 Information. Each Party acknowledges that in the course of performing under this Agreement, it 3 DocuSign Envelope ID:095E542A-9672-4lA9-A354-399FAB039A9D may learn confidential, trade secret, or proprietary information concerning the other Party or third parties to whom the other Party has an obligation of confidentiality. Except as required by the Texas Public Information Act or other applicable law, each Party shall protect and shall not disclose the other's proprietary information, including but not limited to, trade secrets, lists of Activation IDs and Participating Facilities, Member information, reimbursement amounts, and patented, trademarked, trade-named, service-marked, and copyrighted material or other property belonging to it or to a third party to whom it has an obligation of confidentiality("Confidential Information"). 5.2 Protection of Confidential Information. Except as required by the Texas Public Information Act or other applicable law , each Party agrees that during the term of this Agreement: (a) it will use such Confidential Information only as permitted by this Agreement or as otherwise permitted in writing, (b) it will not disclose such Confidential Information orally or in writing to any third party without the prior written consent of the other Party, (c) it will take at least those precautions to protect the other's Confidential Information as it takes to protect its own similar information, and (d) it will not otherwise use such Confidential Information for its own purposes or that of any other person or entity. A Party may disclose Confidential Information if required by law, legal process, or court order, in which case the disclosing Party shall notify the other Party sufficiently in advance of the disclosure, as allowed by law, to permit intervention at its option. The obligations stated in this Section shall survive termination of this Agreement for so long either Party has access to the other's Confidential Information. 5.3 Privacy. Each Party agrees to be bound by any applicable state and federal rules and regulations concerning the privacy and security of Member information. 5.4 Trademarks, Logos and Copyrighted Materials. Network hereby acknowledges that Optum and its affiliates may, from time to time during the term of this Agreement, provide Network with marketing, promotional or other advertising materials intended for use in connection with the promotion of the Program (such materials together with all content, trademarks, trade names, and/or logos of Optum and its affiliates, the "Optum Marketing Materials"). Optum hereby grants to Network a revocable, norlE:xclusive, non-assignable and non- transferable right and license to use and display the Optum Marketing Materials during the term of this Agreement without modification solely in connection with the promotion of the Program. Upon expiration or the earlier termination of this Agreement, the foregoing license shall automatically terminate and be of no further force and effect and Network shall immediately cease its use and display of the Optum Marketing Materials. All uses of the Optum Marketing Materials shall be subject to Optum's prior approval. Optum hereby represents and warrants to Network that it has the right to grant the license as set forth in this paragraph. Except as expressly set forth in this Agreement, Network obtains no other rights in or to the Optum Marketing Materials and Optum and its respective affiliates reserve all rights ARTICLE 6 DISPUTE RESOLUTION 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 dispute. ARTICLE 7 RESPONSIBILITY FOR DAMAGES Responsibility for Damages. Each Party shall be responsible for any and all damages, claims, liabilities, 4 DocuSign Envelope ID:095E542A-9672-4lA9-A354-399FAB039A9D or judgments it incurs that arise as a result of its own acts or omissions. ARTICLE 8 MISCELLANEOUS 8.1 Entire Agreement. This Agreement, exhibits and attachments constitute the entire understanding between the Parties and supersedes all proposals, communications and agreements between the Parties relating to its subject matter. 8.2 Independent Contractors. The Parties' relationship to each other is that of independent contractors. No Party shall be deemed to be, or hold itself out as, a partner, agent, employee or joint venture partner of any other Party. No Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, or to represent any other Party as an agent, employee or in any other capacity. 8.3 Insurance. Optum, at its sole cost and expense, shall procure and maintain in full force and effect for the term of this Agreement and after its termination for so long as the services are provided to Members pursuant to this Agreement, adequate commercial general liability insurance coverage, including but not limited to contractual liability insurance coverage, with limits that are reasonable and customary for its business to cover liabilities and claims which may arise in relation to or in connection with providing such Party's respective services under this Agreement, but in no event less than $1,000,000 per occurrence and $2,000,000 annual aggregate. Network is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. 8.4 Certificate of Insurance. Optum agrees to 1) provide, within ten (10) business days of a written request, with a Certificate of Insurance with respect to all liability insurance required under this Agreement, and 2) maintain the foregoing policy or policies of insurance without material change or cancellation except upon thirty (30) days written notice to Network. Network will provide a letter of Self- insured status as requested by Optum within ten (10) business days of a written request. 8.5 Right to Audit. Optum shall have the right to review or to appoint an independent third party auditor to review the files and materials used by Network for the purpose of auditing compliance by Network related to Network's obligations under this Agreement. Optum may exercise such right of audit during normal business hours upon five (5) business days prior written notice to Network. Network shall make reasonable accommodations for Optum's auditor in the performance of any audit. Optum shall be solely responsible for the cost of the audit. Optum agrees that Network shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Optum involving transactions relating to the Agreement. Optum agrees that Network shall have access during normal business hours and not more than once per year to all necessary Optum facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Network shall give Optum reasonable advance notice of intended audits. 8.6 Fitness Passport Program Performance Standards. As outlined in Appendix B. 8.7 Assignment. Except as provided in this Section, neither party may assign any of its rights and responsibilities under this Agreement to any person or entity without the prior written consent of the other party, which shall not be unreasonably withheld. Network and Optum acknowledge that persons and 5 DocuSign Envelope ID:095E542A-9672111A9-A354-399FAB039A9D entities under contract with or affiliated with them may perform certain services under this Agreement. Network acknowledges that assignment by Optum of all or any of its rights and responsibilities under this Agreement to any affiliate shall not require Network's prior written consent. 8.8 Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heir(s), personal representatives, executors, administrators, successors, and assigns. 8.9 Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, Network objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. To the extent the Agreement requires arbitration; Network objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 8.10 Amendments. No amendments, modifications, or additions to this Agreement shall be valid unless made in writing and signed by both the Network and Optum. 8.11 Invalidity of Sections of Agreement. If any portions of this Agreement shall, for any reason, be invalid or unenforceable such portions shall be ineffective only to the extent of such invalidity or unenforceability and the remaining portion or portions shall nevertheless be valid, enforceable and of full force and effect. 8.12 Survival. The terms and conditions of this Agreement, which by their express or implied terms, survive the termination of this Agreement, shall survive the termination of this Agreement. 8.13 Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of the Agreement, the provisions contained within this Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Optum cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 8.14 Sovereign Immunity. Nothing herein constitutes a waiver of Network's sovereign immunity. To the extent the Agreement requires Network to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8.15 No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of Network hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, Network shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8.16 Immigration Nationality Act. Optum shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Optum shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Optum employee who is not legally eligible to perform such services. OPTUM SHALL INDEMNIFY FACILITY AND HOLD FACILITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS 6 DocuSign Envelope ID:095E542A-9672-41A9-A354-399FAB039A9D OF THIS PARAGRAPH BY OPTUM, OPTUM'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Network upon written notice to Optum, shall have the right to immediately terminate this Agreement for violations of this provision by Optum. 8.17 Notices. Any notice, demand, or communication required under this Agreement shall be hand delivered or sent by commercial overnight delivery service, or if mailed, by pre-paid, first class mail to the addresses below. The addresses to which notices are sent may be changed by proper notice. Notice to Optum: Optum Attn: Contracts Administration 11000 Optum Circle Eden Prairie, MN 55344 Notice to Network: City of Fort Worth 200 Texas Street Fort Worth, TX 76102 8.18 No Boycott of Israel. If Optum has fewer than 10 employees or the Agreement is for less than $100,000, this section 8.17 does not apply. Optum acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Network is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Optum certifies that Optum's signature provides written verification to Network that Optum: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 8.19 Counterparts. This Agreement may be executed by electronic signatures or in one or more counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one agreement. [SIGNATURE PAGE FOLLOWS] 7 DocuSign Envelope ID:095E542A-9672-41A9-A354-399FAB039A9D IN WITNESS WHEREOF, this Agreement is executed by the parties authorized officers or representatives and shall be effective as of the Effective Date. OptumHealth Care Solutions, LLC City of Fort Worth 11000 Optum Circle 200 Texas Street 11AP1 CC4AA �_1 ry-nA D nn Eden Prairie, IV1 .JJJY•t FortWorih, IA �01VL ocuSigned by: Signature: LCH42288948 14F9 Signature: F;rnando Cos- (Ju(27.20191 Print Name: John Rimstad Print Name: Fernando Costa Print Title: Director Finance Print Title: Assistant City Manager Date: 6/28/2019 Date: J u l 27,2019 Internal Control No.: 00573256.0 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and mporting requirements. By: h-nE,d'°`''I2�.201 Name: Sheri Endsley Title: District Superintendent Approved as to Form and Legality: By: Ma"Matt Murray �26,2019) Name: Matthew A. Murray Title: Assistant City Attorney Contract Authorization: M&C: No M&C Required Approval Recommended: D vi Cr-eK y: David Creek ou126,2019`, Name: David Creek Title: Acting Director F0R.r Department: Park & Recreation Attest: rr By: U Name: Mary Kayser ...........•• ' Title: City Secretary9� • 'f 8 OFFICIAL.RECORD CITY SECRETARY i DocuSign Envelope ID:095E542A-9672-4lA9-A354-399FAB039A9D Appendix A Fitness Passport Program Fees and Description of Services I. Fitness Passport Program Description: The Optum Fitness Passport Program provides eligible Members with pre- determined monthly membership rates to Participating Networks when they enroll in the Fitness Passport Program. The Optum Fitness Passport Program also reimburses Participating Networks a pre-determined amount when Members meet the established program criteria as defined by Optum. II. Network Reimbursement Fees: In connection with participating in the Fitness Passport Program, Optum will reimburse Network a pre-determined amount each calendar month for each participating Member, following Network's validation and representation that the Member has met the program criteria as defined by Optum below. The Network Facility Reimbursement payment is associated with a Member's cumulative number of visits to any Participating Facility. For the avoidance of doubt, the Network Facility Reimbursement payment is not applicable to each Participating Facility individually. Member Participation Requirement Network Reimbursement amount paid by Optum Member visits any Participating Facility during calendar month $15.00 per Member per calendar month III. Description of Services: 1. Network Responsibilities. Network shall be responsible for: a) Participating Facility Membership Fees: In connection with participating in the Fitness Passport Program, Network shall waive any and all enrollment and membership fees for those Members that enroll in the Fitness Passport Program. Network will need to enroll the eligible Member in the Fitness Passport Program in order to be eligible for reimbursement. b) Network will reasonably cooperate with Optum to create Fitness Passport Program communication and promotional materials for Optum to send to Optum's clients, Members or Eligible Members. c) Maintaining a Web site that provides Participating Facilities locations including Network branches by zip code as well as a list of amenities and services, hours of operation and other information for each Participating Facility. Network shall allow Optum to link to this site for purposes of providing information to Eligible Members and Members. 9 DocuSign Envelope ID:095E542A-9672-41A9-A354-399FAB039A9D d) By the seventh day of each month or the next business day if the seventh day of the month falls on a weekend or holiday, the Network or Optum's designated third party will deliver to Optum, in a file format specified by Optum, a file cortaining the usage data for the prior month for every Member in the Fitness Passport Program, regardless of how many times they visited the Network each month (from zero visits to 12 or more visits per month). Network will report a Member's cumulative number of visits to any Participating Facility in the file containing usage data. Network is responsible for ensuring the submitted usage data is accurate. A maximum of one (1) visit per calendar day can be counted towards a Member's monthly visit total to Network. Network will be responsible for accurate reporting monthly and correct any errors in reporting and will hold Optum harmless from any such errors. For purposes of this Agreement, Optum will only be responsible for those records that have been reported within two (2) months from the end of the reported month will be evaluated for possible Network Facility Reimbursement. For example, at the conclusion of the month of April, the Network has two calendar months to report a Member's April visit count for purposes of calculating a possible Network Facility Reimbursement. Upon identifying any processing errors Network will promptly notify Optum of these errors and the errors will be corrected in the next month's payment cycle. e) Assisting to resolve questions, complaints or grievances related to a Member's participation in the Fitness Passport Program and to notify Optum via e-mail correspondence of all unresolved Member disputes and/or grievances that require the involvement of Optum. f) Additional administrative and support services as described herein. 2. Optum Responsibilities. Optum shall be responsible for: a) Communicating program overview to Members pursuant to Section 4.3 of the Agreement. b) Making reasonable efforts to notify Optum's Eligible Members of Fitness Passport Program enrollment guidelines and processes. c) Posting updated facilities as a Participating Facility directory on the Optum Web site pursuant to Section 4.3 of the Agreement when available. d) Upon receipt of Member Fitness Passport Program utilization information on a monthly basis from Network or Optum's designed third party, Optum will verify the eligibility of Members listed on the monthly Member usage file and indicate which Activation IDs meet eligibility requirements for Network Facility Reimbursement to Network. Optum will designate with an error code any records which are ineligible for any such payments. e) By the twenty-third day of each month or the next business day if the twenty-third day of the month falls on a weekend or holiday, Optum will provide the eligibility verification file containing the payment amount of Network Facility Reimbursement to be reimbursed to Network. In addition, by the twenty-third day of the month Optum will send a payment via electronic funds transfer ("EFT") to Optum's designated -hird party equal to the total amount of Network Facility Reimbursement to Network for the prier month. f) Additional administrative and support services as described herein. 10 DocuSign Envelope ID:095E542A-9672-41A9-A354-399FAB039A9D 3. Additional Fitness Passport Program Guidelines. a) The Network Facility Reimbursement period for Network is calculated based on each calendar month only, regardless of the date of enrollment by the Member. A Member who signs up for the Fitness Passport Program will enable Network to be eligible to earn a Network Facility Reimbursement payment from Optum commencing as of the month the Member enrolls. For example, if the Member enrolls in the Fitness Passport Program on January 5, Network may earn the Network Facility Reimbursement if the Member meets their monthly attendance requirement at a Network on or after January 1 through the end of January. 11 DocuSign Envelope ID:095E542A-9672-41A9-A354-399FAB039A9D Appendix B Fitness Passport Program Performance Standards Network and Optum accept the minimum performance standards set forth below. Section 1 Minimum Standards 1.1 Customer Service: Participating Facilities and Optum shall work together to resolve all Member complaints and grievances in a timely manner. Network will make best efforts to achieve the Customer Service Deliverables listed in Table 1 below: TABLE 1 -Customer Service Service Level Deliverables Timeframe E-mails and written inquiries to Participating Network will respond within two (2) business days Facilities from Optum Member complaint and/or grievance resolution Network must notify Optum in a timely manner of any disputes or other grievances involving Members and Network will work to resolve ninety-five percent(95%)of such disputes within seven (7) business days. 1.2 Data and Payment Processing Schedule: Network, Optum and Optum's designated third parties, if applicable will use the following schedule set forth in Table 2 below for processing data and sending payment: TABLE 2 - Data and Payment Processing (per Appendix A) Network to provide Member Optum to provide eligibility Optum or Optum's designated usage file to Optum or verification file to Optum's third party to transmit the Optum's designated third third party Network Facility party* Reimbursement to Network's designated account By the seventh day of the By the twenty-third day of the By the first day of the month or month or the next business day month or the next business the next business day if the first if the seventh day of the month day if the twenty-third day of day of the month falls on a falls on a weekend or holiday, the month falls on a weekend weekend or holiday, following following the month of usage or holiday, following the the exchange of data** month of usage** Example: February 7 for Example: February 23 for Example: March 1 for January January usage January usage usage received in February * If Optum notifies Network that Optum utilizes a third party to collect Member usage from Network, Network will provide Member's monthly usage reports to Optum's designated third party no later than by the fifth day of the month. ** Subject to timely receipt of usage data received by Network 12