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496904 UMR INC - CONTRACT - RFP - 9359 Benefits - Medical (2)
1 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement") is entered into by and between UMR, Inc. ("UMR") and CITY OF FORT COLLINS, a municipal corporation, ("Employer" or “Customer”). The main body of this Agreement pertains to all products that are covered under this Agreement unless otherwise stated. Addendums are attached to this Agreement and incorporated herein, to set forth any unique product issues. RECITALS WHEREAS, the Employer has established one or more self-funded employee benefit plans for certain employees of the Employer and for certain dependents of such employees ("Covered Persons"); and WHEREAS, UMR is in the business of providing third party administrative services in conjunction with self-funded employee benefit plans; and WHEREAS, the Employer has requested that UMR provide certain administrative services in connection with the operation and administration of such Plan(s), and UMR is willing to provide such services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties intending to be legally bound hereby agree as follows: Section 1 - Definitions. Defined terms may be used in the singular or plural. 1.1 "Adverse Benefit Determination" means a denial, reduction or termination of a service, or a failure to provide or make payment, in whole or in part, for a Covered Service. This also includes any such denial, reduction, termination or failure to provide or make payment that is based on a determination that the Covered Person is no longer eligible to participate in the Plan. If applicable to the Plan, an Adverse Benefit Determination may also include the rescission of a person's eligibility for the Plan, whether or not there is an adverse effect on a particular Covered Service at the time. 1.2 "Catastrophic Event" means a high-risk or high-cost event including a diagnosis such as serious head injury, multiple trauma, cancer, organ transplant, cardiovascular disease, stroke, severe burn, spinal cord injury, prematurity in an infant, or high risk pregnancy. 1.3 "Chronic Care Professional" means a designation that UMR's disease m anagement registered nurses attain following successful completion of the required interdisciplinary studies including psychology, social sciences, and community resources in addition to the medical expertise necessary to effectively coach individuals with chronic care issues. 1.4 "Claim" means every written or electronic request received by UMR for the payment of Covered Services under the applicable Plan. 1.5 "Covered Person" also referred to as “Participant” means all eligible employees and others who are covered under the applicable Plan. 1.6 "Covered Services" means any amount payable under the terms and conditions of the Plan, and as stated in the Summary Plan Description. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 2 1.7 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, current amendments, and all rules and regulations promulgated thereunder. 1.8 "Independent Contractor'' means one who renders service in the course of self employment or occupation, pursuant to Internal Revenue Code. 1.9 "Internal Revenue Code" means the Internal Revenue Code of 1986 as amended and any successor thereto. 1.10 "Plan" means the self-funded benefit plan(s) sponsored by the Employer for Covered Persons. 1.11 "Protected Health Information" or "PHI" shall mean Protected Health Information, as defined in 45 C.F.R. 160.103, and is limited to the Protected Health Information received from, or received or created on behalf of, Covered Entity by Business Associate pursuant to the performance of the services under this Agreement. 1.12 "Shell" means the written document in draft form that UMR can make available to Employer, if so requested, for Employer to use as a starting point when preparing the Employer's Summary Plan Description or other plan documents. 1.13 "Standard of Care” means that in providing all services set forth in this Agreement, UMR shall use the care, skill, prudence and diligence under the circumstances then prevailing that a reasonably prudent claims administrator acting in a like capacity and familiar with such matters would use. Without limiting the foregoing, UMR agrees that UMR has not satisfied the Standard of Care if UMR determines that benefits are payable in a manner that is not consistent with the terms of the SPD in UMR's possession or the eligibility information provided by Employer to UMR in accordance with this Agreement unless UMR's decision is based on inaccurate billing information provided by a provider or some other third party or the negligent acts of the Employer, a member or some other third party. 1.14 "Summary Plan Description (SPD)" means a written document that provides information regarding the terms of the Employer sponsored benefit Plan for Covered Persons. 1.15 "URAC" means the Utilization Review Accreditation Commission. URAC is a health accreditation agency that promotes health care quality through its certification and accreditation programs. 1.16 “Confidential Information” means Information disclosed or made available by a Party in connection with this Agreement, including without limitation the following, regardless of form or the manner in which it is furnished: (a) pricing, discounts, reimbursement terms, payment methodologies and payment processes, compensation arrangements and any similar commercial information and (b) data, information, statistics, trade secrets and any information about business, costs, operations, techniques, know-how or intellectual property. Any material that is derived from or developed from Confidential Information will be deemed Confidential Information for purposes of this Agreement, regardless of the person creating, disclosing or making available such material. Any Confidential Information included in preparations, proposals, scope documents, discussions, findings, summaries, reports and conclusions remain Confidential Information. Confidential Information does not include: (a) information that is or becomes generally available to the public other than as a result of a disclosure by a receiving Party in violation of this Agreement or other agreement between the Customer and UMR, (b) information either obtained from a third party or already in a receiving Party’s possession before receipt from the other Party, if the receiving Party can demonstrate such information was lawfully obtained and not subject to DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 3 another obligation of confidentiality, and (c) information independently developed without reference to Confidential Information, if the receiving Party can demonstrate such independence through contemporaneous written records. 1.17 “Medical Benefit Drug Rebate” means any discount, price concession, or other direct or indirect remuneration UMR receives from a drug manufacturer under a rebate agreement that is contingent upon and related directly to Participant use of a prescription drug under the Plan's medical benefit during the Term. Medical Benefit Drug Rebate does not include any discount, price concession, administration fees, or other direct or indirect remuneration UMR receives from a drug manufacturer for direct purchase of a prescription drug. Section 2 - Term and Termination 2.1 This Agreement shall be effective January 1, 2022, and shall continue in effect for twelve consecutive months from the effective date. This Agreement shall automatically renew each year thereafter ("Renewal Date") for successive one-year terms for the following four (4) years, unless terminated as hereinafter provided. 2.2 UMR may terminate this Agreement or certain services under this Agreement by giving written notice thereof to the Employer at least ninety (90) calendar days prior to the Renewal Date of this Agreement. The Employer may terminate this Agreement or certain services under this Agreement by giving written notice thereof to UMR at least thirty (30) calendar days prior to the Renewal Date. The decision to terminate this Agreement can be rescinded by mutual written agreement of both parties. 2.3 In the event of a material breach of a party's obligations under this Agreement (other than a breach relating to payment of Covered Services or payment of service fees), the non-breaching party shall give the breaching party written notice of any breach in accordance with the Notice provision of this Agreement, and allow breaching party thirty (30) calendar days to cure said breach from the date of said notice. In the event the breaching party fails to cure the breach within the thirty (30) calendar day period, this Agreement may be terminated by the non-breaching party at the expiration of such thirty (30) day period upon written notice. 2.4 This Agreement may be automatically terminated by UMR as provided below, by providing written notice to Employer in the event that: a. All of the Employer's Plans covered under this Agreement are discontinued; or b. The Employer fails to maintain the bank account as required hereunder or fails to provide sufficient funds within which to pay Claims under the Plan, after being provided with a notice of default and fifteen (15) calendar days right to cure; or c. The Employer fails to pay UMR the service fee as required when due, after being provided with a notice of default and fifteen (15) calendar days right to cure. If any part of the service fee is disputed, the Employer shall pay UMR the undisputed portion of the service fee as provided herein, and shall provide written details to UMR prior to the date payment of such fee is due, explaining the Employer's good faith basis for disputing such fee. The Employer may withhold the disputed portion during pendency of such dispute, during which time both parties agree to use commercially reasonable efforts to resolve the dispute. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 4 2.5 Notwithstanding any other provision of this Agreement, in the event of the filing by or against the Employer of a petition for relief under the Federal Bankruptcy Code, UMR shall have the right to suspend the payment of Covered Services unless and until an order is obtained from the bankruptcy court, in form and substance acceptable to UMR, authorizing such payment, and the Employer has deposited the funds necessary to pay such Covered Services in full. 2.6 In the event this Agreement is terminated, each party will promptly pay to the other any money due under this Agreement. 2.7 Any right to recover payment of any amounts due UMR or the Employer under this Agreement shall survive termination of this Agreement. Section 3 - Scope of Relationship 3.1 Contract for Services Only: UMR does not represent, nor has it represented, this Agreement to be an insurance policy or an indemnity agreement. It is the intent of both parties that this Agreement is a contract for the sale of services only, and not a contract of indemnity or a policy of insurance. 3.2 Communications: UMR shall be entitled to rely upon any written or oral communication from the Employer, its designated employees, agents or authorized representatives. UMR shall assign a Strategic Account Executive to work directly wit h the Employer on issues related to the Plan and this Agreement. The Employer shall designate a contact person or persons that UMR can work with on issues related to the administration of the Plan and this Agreement. 3.3 Independent Contractors: It is understood and agreed that UMR is retained by the Employer only for the purposes and to the extent set forth in this Agreement, and the relationship of UMR to Employer for purposes of this Agreement shall be that of an Independent Contractor. 3.4 Liability for Payment of Covered Services: It is understood and agreed that the Employer is responsible for paying for Covered Services under the Plan and that UMR shall not have any duty to use any of its funds for the payment of such Covered Services. UMR will have no obligation to arrange for payment of Covered Services under the Plan if the Employer has not made the requisite funds available to UMR in accordance with this Agreement. 3.5 Corporate Group Members: Employer acknowledges that UMR is a member of a corporate group which includes its affiliated companies involved in the following: AIM Healthcare Services and Optum for the sale of subrogation and overpayment recovery services; BP, Inc. for the sale and risk underwriting of a stop loss policy for the purpose of insuring a portion of the funding risk assumed by Employer under the Plan. To the extent the Employer chooses to purchase any of the above services from one of the listed companies, these companies will receive payment to compensate them for performing such services as stated on the Fee Schedule, elsewhere in this Agreement, or in the stop loss contract. Part of these fees may include administrative fees or other compensation for UMR in connection with the provision of such services, or stop loss commissions. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 5 3.6 Disclosure of Third-Party Revenue: UMR may receive direct or indirect compensation from third parties in the course of administering Employer's employee benefit Plan. Sources of third-party compensation may include commissions paid to UMR for the placement of stop loss policies. Third-party compensation may also include interest credits and other forms of compensation such as reduced banking fees provided by financial institutions to UMR. Payments and credits may also be generated when UMR receives refund payments from providers, and deposits these amounts in a bank account while it investigates which customer the refund belongs to. All third-party compensation received is taken into account by UMR when it prices the administrative fees that it charges Employer for services under this Agreement to the extent reasonably possible, it being understood that certain compensation relates to UMR's total book of business rather than to any single customer. UMR agrees to use commercially reasonable efforts to disclose to Employer any third-party revenue directly related to Employer's Plan that UMR received during the prior twelve (12) month period. Such information will be included in the annual report that UMR provides the Employer so that the Employer can prepare the Form 5500 report, if applicable. Section 4 - Service Fees 4.1 Monthly Service Fee: The service fees paid by the Employer pursuant to this Agreement are intended to compensate UMR for the services specifically enumerated in the body of this Agreement. 4.2 Due Date: The Employer agrees to pay the service fees to UMR in a timely manner to ensure that UMR receives the service fees on or before the last day of each calendar month for which services are being rendered. 4.3 Fee Adjustments: Adjustments to monthly billing statements for retroactive enrollment or eligibility changes will be performed based on information provided by the Employer to UMR. Request for fee adjustment must be made in a timely manner but no more than three (3) months following the date of the change. 4.4 Billing procedures: Employer agrees to pay service fees to UMR based on the monthly invoice that UMR provides, subject to the Fee Adjustment section of this Agreement. UMR reserves the right to give the Employer an estimated invoice for the first month following the effective date of this Agreement. 4.5 Change to Service Fee: UMR reserves the right to change the service fees applicable to this Agreement every twelve (12) months following the effective date of this Agreement unless otherwise stated on the attached Fee Schedule, subject to Employer receiving renewal information from UMR at least ninety (90) calendar days prior to the effective date. The 90-day notice of fee change does not apply to network access fees or to stop loss rates from the stop loss vendor if UMR places Employer's stop loss coverage. In the event that Employer needs more than a 90-day notice of fee changes prior to the renewal date, Employer is, responsible tor sending a written request to the UMR Strategic Account Executive at least 45 days prior to the date Employer needs the renewal information each year. The Strategic Account Executive will then submit a request for an early renewal to the UMR pricing department. UMR also reserves the right to change the service fees sooner if additional services are being purchased by the Employer, or if one of the following conditions occur: The number of covered employees changes by fifteen percent (15%) or more from the average number of covered employees upon which the original quotation for this Agreement or renewal was based: or DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 6 A division, subsidiary, or affiliated company is added to the Plan and that division, subsidiary or affiliated company requires new procedures, additional programming or implementation costs from UMR; or Changes are made to the Plan(s) which increase the complexity of administering the Plan(s); or Significant regulatory changes are made by the State or Federal government that require new procedures, additional programming or implementation costs from UMR to provide agreed upon services under the Agreement. 4.6 In the event Employer has at any time failed to make funds available to pay Claims for Covered Services or undisputed fees to UMR, UMR shall have the right to offset any unpaid amounts against any amounts owed to Employer by UMR or any entity affiliated with UMR. 4.7 It is the intent of both parties to this Agreement that the funds utilized in accordance with this Agreement are not insurance premiums and shall in no event be construed to be insurance premiums. Section 5 - General Responsibilities of the Employer 5.1 Access to Protected Health Information: The Employer agrees to provide UMR with the names and titles of employees who are designated as individuals who are permitted to access Protected Health Information, and to notify UMR as soon as reasonably possible when this list of designated employees changes. It is understood that UMR will not release Protected Health Information to any employee of the Employer who is not on the Employers list of designated employees for Protected Health Information. 5.2 Bank Account: UMR shall establish a special bank account on behalf of the Employer, in the Employers name and tax identification number, designated for the purpose of paying Claims for Covered Services under this Agreement. The custodial account is set up in a manner that offsets assessment of banking fees for the Employer in lieu of earning interest. It is understood that UMR is solely the Claims paying agent for the Employer. UMR shall be given the necessary nonexclusive authority to utilize any funds in said account for payment of Covered Services under the Plan. UMR shall be responsible for the performance of account reconciliation. The Employer agrees to follow the Custodial Banking Procedures as attached in the Addendum section of this Agreement. 5.3 Uncashed Checks: UMR agrees to send search letters to payees of uncashed checks that are greater than one year old. If the check remains unclaimed after thirty (30) d ays, the uncashed funds are returned to the Employer. Any record keeping, reporting, or payment responsibilities set forth under any state's unclaimed property law shall be those of the Employer, to the extent such laws apply. In no event shall UMR become a ''holder" of unclaimed property, as defined in any applicable unclaimed property law, due to the failure of a Covered Person to negotiate any check issued from the account. 5.4 Control of Plan Assets: In the event that the Plan is found to have Plan assets, the Employer shall have absolute authority with respect to such Plan assets, and UMR shall neither have nor be deemed to exercise any discretion, control or authority with respect to the disposition of Plan assets. 5.5 Covered Service Information: The Employer is responsible for incorporating sufficient Covered Service and other Plan details into its Summary Plan Description including information on any applicable federal, state, international and local laws and/or regulations to facilitate proper administration of the Plan(s) by UMR. Such information should be given to UMR before UMR DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 7 begins processing Claims. In the event that the Employer amends or modifies Covered Services, the effective date of such changes shall be on the date selected by the Employer after notification to UMR, or the date reasonably possible for UMR to make needed systems or procedural changes to accommodate the change, whichever is later. 5.6 Enrollment: The Employer agrees to determine eligibility for the Plan(s) and furnish UMR with such information as may be necessary or reasonably required by UMR to maintain adequate eligibility of Employer’s Covered Persons. Such information must be provided by the Employer in a timely manner that will allow UMR to provide services in accordance with this Agreement. The Employer shall submit enrollment data to UMR electronically via the FTP File Transfer with PGP Encryption method, or by using the Web Based File Exchange method, Internet, diskette, or other mutually agreed upon method. 5.7 Establishment of Plan: The Employer shall establish, maintain and appropriately finance the Plan and shall be solely responsible for the operation and administration of the Plan, except as expressly delegated to UMR in this Agreement. 5.8 Legal Advice: It is understood and agreed that UMR is not engaged in the practice of rendering legal advice. If the Employer requires legal or other expert advice, the Employer should consult its own legal counsel. UMR will provide compliance assistance on applicable federal regulations to the extent reasonably possible. 5.9 Medicare Coordination of Benefits and Secondary Payer Rules: In the event that Employer receives correspondence from Medicare relative to a Claim processed by UMR, including but not limited to a Medicare recovery demand letter or debt recovery letter, Employer is responsible for sending UMR a copy of all applicable correspondence and letters as soon as reasonably possible after receiving the documents from Medicare. UMR will use commercially reasonable efforts to investigate whether the Employer's Plan should have paid the Claim primary to Medicare rather than secondary, and to respond to the Medicare demand or debt recovery letters. Employer is responsible for paying applicable interest charges from Medicare, except as stated in the Limitation of Liability and Indemnification section of the Agreement. Employer is also responsible for reimbursing Medicare for benefits if it is determined that the Plan should have paid the Claim primary to Medicare. 5.10 Audit Rights: UMR recognizes that from time to time the Employer may wish to perform (or have performed) an audit for performance purposes. Assistance for an annual audit will be provided by UMR at no cost to the Employer as long as the audit is based on a statistically valid random stratified sampling methodology. Such audit may encompass any relevant information that the Employer reasonably requires, consistent with professional auditing practices and procedures applicable to this type of auditing as mutually agreed upon by UMR and the Employer. The records requested by such auditor will be selected and compiled by UMR in the manner requested by such auditor, including, without limitation, computer selected random stratified sampling or specific types of Claims selected through random stratified selection or by stated dollar amount and/or range. The audit must encompass a statistically valid random stratified sampling of the Claims processed during no less than the recent six (6) month period and no more than the recent 18-month period, unless special or severe circumstances exist and are first agreed, to by UMR, such agreement by UMR not to be unreasonably withheld. The Employer agrees that all audit costs are the sole responsibility of the Employer. Employer further agrees that any audit firm hired by the Employer will not be compensated based on a percentage of errors found, percentage of recovery or other similar contingency basis. UMR must be informed of the audit intent at least thirty (30) calendar days prior to such audit by written notice and the timing must be mutually agreed upon. UMR will have the opportunity to review a draft report of the audit and provide responses prior to final issuance. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 8 5.11 Legal Obligations: Employer shall possess ultimate responsibility and authority for the design, funding and operation of the Plan and for its compliance with applicable laws and regulations, including the Internal Revenue Code. Section 6 - General Responsibilities of UMR 6.1 Administration of Covered Services: All services to be provided by UMR hereunder shall be performed pursuant to the- provisions of the Employer's Summary Plan Description and subsequent amendments. UMR shall have systems and procedures in place to comply with applicable federal laws and regulations. 6.2 Claims Services: UMR agrees to perform the following services with respect to the processing and payment of Claims under the Plan: 6.2.1 During the term of this Agreement, UMR will process only those Claims which are incurred on or after the effective date set forth in Section 2.1 of this Agreement. 6.2.2 As part of the base fee, the following general Claims services will be provided: UMR will receive and review Claims for Covered Services under the Plan and will use commercially reasonable efforts, consistent with industry standards, to compute the Covered Services payable, if any, in accordance with the terms and conditions of the Plan. Correspond with the Covered Persons and providers of services if additional information is deemed necessary by UMR to complete the processing of Claims. Coordinate Covered Services payable under the Plan with other benefit plans, if any, according to the Coordination of Benefits provision in the Employers Summary Plan Description. It is understood, however, that UMR pays Claims for Medicare-eligible persons as either primary or secondary based on the determination made by Medicare. Prepare the disbursement checks for the amount of Covered Services determined to be payable under the Plan. Claims will be paid in the order processed, to the extent that sufficient funds are available from the Employer's designated bank account. Provide an Explanation of Benefits (EOB) notice to Covered Persons each time a Claim is submitted if the Covered Person has a balance due, or as otherwise mutually agreed to in writing by the parties. The EOB will explain how much the Plan has paid towards the Claim, if any, and how much of the Claim is the Covered Person's responsibility due to cost-sharing obligations, non-covered services, penalties or other Plan provisions. If a Claim is denied in whole or in part, the EOB will list the reason(s) for denial of services, and inform the Covered Person of his or her right to appeal. Provide a Remittance Advice (RA) statement to providers of services each time a Claim is submitted. The RA will explain how much the Plan has paid towards the Claim, if any, and how much of the Claim is the Covered Person's responsibility, negotiated rate or other provider discount. In the event that the Employer asks UMR to load data from the prior third party administrator regarding Covered Persons' lifetime maximum data or other benefit accumulators, UMR will have no obligation to verify the accuracy of such data. Foreign service procedures: Covered Persons who receive services in a country other than the United States will need to pay the Claim upfront and then submit the Claim to UMR for reimbursement. UMR will reimburse the Covered Person for any covered amount in U.S. currency. The reimbursed amount will be based on the U.S. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 9 equivalency rate that is in effect on the date the Covered Person paid the Claim, or on the date of service if paid date is not known. UMR agrees to prepare and mail 1099's to providers and other vendors. using UMR's name and tax identification number. 6.2.3 Prevention and Recovery Services, UMR will provide prevention and recovery services for Overpayments and other Plan recovery and savings opportunities as described herein. Overpayments. UMR will attempt to recover Overpayments by employing appropriate outreach to Participants and/or providers to request reimbursement. Payment Integrity Services. UMR provides services to help prevent, identify, and resolve irregular claims (“Payment Integrity Services”). UMR’s Payment Integrity Services help guard against potential errors, fraud, waste and abuse by reviewing claims on a pre- or post- adjudicated basis. UMR’s Payment Integrity Services processes will be based upon UMR’s proprietary and confidential procedures, modes of analysis, and investigations. UMR will use these procedures and standards in delivering Payment Integrity Services to Customer and to UMR’s other customers. Services include all work to identify recovery and savings opportunities, research, data analysis, investigation, and initiation of all Recovery Processes set forth below. UMR does not guarantee or warranty any particular level of prevention, detection, or recovery. UMR makes available to Customer an array of standard and optional Payment Integrity Services, as identified in Addendum #1 - Fees. Recovery Process – Non-Class Action Recoveries. Customer delegates to UMR the discretion and authority to develop and use standards and procedures for any recovery opportunity, including but not limited to, whether or not to seek recovery, what steps to take if UMR decides to seek recovery, whether to initiate litigation or arbitration, the scope of such litigation or arbitration, which legal theories to pursue in such litigation or arbitration, and all decisions relating to such litigation or arbitration, including but not limited to, whether to compromise or settle any litigation or arbitration, and the circumstances under whic h a claim may be compromised or settled for less than the full amount of the potential recovery. In all instances where UMR pursues recovery through litigation or arbitration, Customer, on behalf of itself and on behalf of its Plan(s), will be deemed to have granted UMR an assignment of all ownership, title and legal rights and interests in and to any and all claims that are the subject matter of the litigation or arbitration. Customer acknowledges that use of UMR’s standards and procedures may not result in full or partial recovery for any particular claim or for any particular customer. UMR will not pursue any recovery if it is not permitted by any applicable law, or if recovery would be impractical, as determined in UMR’s discretion. While UMR may initiate litigation or arbitration to facilitate a recovery, UMR has no obligation to do so. If UMR initiates litigation or arbitration, Customer will cooperate with UMR in the litigation or arbitration. If this Agreement terminates, in whole or in part, UMR can continue recovery activities for any claims paid when the Agreement was in effect pursuant to the terms of this Section 6. Recovery Process – Class Action Recoveries. Where a class action purports to affect Customer’s (or the Plan(s) it sponsors or administers) right to and interest in any Overpayment, UMR has the right to determine whether to seek recovery of the Overpayment on the Customer’s (or the Plan(s) it sponsors or administers) behalf through litigation, arbitration, or settlement. If UMR elects to seek recovery of such an Overpayment that is at DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 10 issue in a class action, UMR will provide written notice to Customer of its intention. If Customer does not want UMR to seek recovery of the Overpayment, Customer shall notify UMR in writing within thirty (30) days of receiving notice from UMR. If Customer does not so notify UMR, Customer, on behalf of itself and on behalf of the Plan(s) it sponsors and administers, assigns to UMR all ownership, title and legal rights and interests in and to any and all Overpayments that are the subject matter of the class action. In such cases, Customer will cooperate with UMR in any resulting litigation or arbitration that UMR may file to pursue the Overpayments. If Customer provides UMR with written notice that it does not want UMR to seek recovery of an Overpayment related to a class action (whether putative or certified) then, pursuant to its standard procedures, UMR will provide Customer with related Overpayment claims information, at Customer’s request. Customer is then solely responsible for determining whether it (or the Plan(s) it sponsors or administers) will participate in the class action (whether putative or certified), participate in any class action settlement, pursue recovery of the relevant Overpayment outside of the class action, or take any other action with respect to any cause of action the Customer (or the Plan(s) it sponsors or administers) might have. If this Agreement terminates, in whole or in part, UMR can continue recovery activities for any claims paid when the Agreement was in effect pursuant to the terms of this Section 6. Offsetting Process. Overpayment recoveries may occur by offsetting the Overpayment against future payments to the provider made by UMR. In effectuating Overpayment recoveries through offset, UMR will follow its established Overpayment recovery rules which include, among other things, prioritizing Overpayment credits based on: (1) the age of the Overpayment for electronic payments and (2) the funding type and the age of t he Overpayment for check payments. UMR may recover the Overpayment by offsetting, in whole or in part, against future benefits that are payable under the Plan in connection with services provided to any Participants. Reallocations pursuant to this process do not impact the decision as to whether or not a benefit is payable under the Plan. In UMR’s application of Overpayment recovery through offset, timing differences may arise in the processing of claims payments, disbursement of provider checks, and the recovery of Overpayments. As a result, the Plan may in some instances receive the benefit of an Overpayment recovery before UMR actually receives the funds from the provider. Conversely, UMR may receive the funds before the Plan receives the credit for the Overpayment. It is hereby understood that the Parties may retain any interest that accrues as a result of these timing differences. Details associated with Overpayment recoveries made on behalf of the Plan through offset will be identified in the monthly reconciliation report provided to the Customer’s Plan. Recovery Fees. Customer will be charged a fee for the Payment Integrity Services described in this Section 6. That fee is set forth in Addendum #1 – Fee Schedule. No fees will be charged (a) if the Overpayment is solely the result of UMR’s acts, or (b) for recoveries obtained through a class action where UMR does not file an opt-out case on behalf of Customer. UMR will not be responsible for reimbursement of any unrecovered Overpayment nor attorneys’ fees and costs related to litigation or arbitration associated with recoveries except to the extent an arbitrator, arbitration panel, or court of competent jurisdiction determines that the Overpayment was due to UMR’s gross negligence or willful misconduct. Under no circumstances will UMR be responsible for reimbursement of unrecovered Overpayments resulting from a third party’s fraud. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 11 6.2.4 Claims Run-Out Services: UMR agrees that it will use commercially reasonable efforts to process all Claims received up to the date of termination of this Agreement. Any unprocessed Claims received near the end of this Agreement or following termination of this Agreement will be denied, unless Employer requests claims run-out services at a mutually agreed upon fee prior to the termination of this Agreement. In the event that Claims are denied following termination of this Agreement. UMR will send an Explanation of Benefits to the Covered Person, and a Remittance Advice will be sent to the provider notifying them that the Claim cannot be processed following termination of this Agreement. 6.3 Customer Service: UMR shall provide customer service to Covered Persons including assisting Covered Persons with routine questions concerning Covered Services, Claims status, appeals procedures, access to provider network(s), if applicable, and other Plan-related customer service functions. UMR shall provide a toll-free number for customer service calls Monday through Friday during mutually agreed upon hours. Online services are available seven days a week, 24 hours a day. 6.4 Identification Cards: UMR will provide standard ID cards (including replacement cards) for each employee who is covered under the Employer's Plan, and such ID cards will include information applicable to covered dependents. The Employer may, at its option, order customized ID cards for employees. If the Employer elects to provide customized ID cards, the Employer agrees that it will be responsible for the additional cost of such ID cards. 6.5 New York Surcharge Services: It is understood that the Employer is solely responsible for completing necessary New York Surcharge election forms and responding to inquiries regarding the election. Upon acceptance from the New York Public Goods Pool, UMR agrees to compile and forward to the State of New York, an electronic report that shows the liability that the Employer has for covered lives, patient services and total amount due from the Employer. The report is compiled on a monthly or annual basis in accordance with the requirements of the State of New York for the Employer. UMR agrees to file the report and send the applicable payment to the State of New York via a draw from the Employer's bank account. In the event that a Claim is adjusted after the New York Surcharge fee has been paid and the adjustment affects how much the provider actually receives, UMR will make an adjustment on a future report t o the State. As consideration for such services, Employer agrees to pay UMR the fee as set forth on the attached Fee Schedule. 6.6 Massachusetts Surcharge Services: It is understood that the State of Massachusetts requires medical plans to pay a surcharge when Covered Persons receive medical care in the State of Massachusetts. As part of the base medical fee, UMR agrees to calculate the amount of surcharge payments due from the Plan, and will draw the applicable amount from the Employer’s bank account. UMR will then send a check to the State of Massachusetts on behalf of the Employer. 6.7 Maine Surcharge Services: It is understood that the State of Maine has enacted a tax or surcharge that must be paid when Covered Persons who reside in the State of Maine receive medical or pharmacy services in the State of Maine. The tax is also imposed on dental services if those services are paid from the Employer's medical Plan. As part of the base medical fee, UMR agrees to calculate the amount of surcharge payments due to the State of Maine and will draw the applicable amount from the Employers bank account UMR will then send a check to the State of Maine for the applicable amount due. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 12 6.8 Other Surcharges: Employer will remain responsible for state surcharges, assessments or similar taxes imposed by governmental entities or agencies on the Plan. UMR agrees to submit applicable payments to the State on behalf of Employer, and the amount due to the State will be withdrawn from Employer's claims bank account. 6.9 Reports: As part of the base service fee, UMR will provide the Employer with the following reports: Monthly financial reports. Monthly cash disbursement reports via UMR's web based check register. Ad-hoc reports that the Employer requests are available up to the maximum number of hours listed on the attached Fee Schedule. An annual report that the Employer can use to complete the 5500 form or 990 form, including such details as plan period, plan type, beginning and ending, employee enrollment counts, revenue, and commission information. Additional Online Services: UMR will provide the Employer with the following encrypted online service that is compliant with HIPAA privacy and security regulations: Eligibility and Benefits Inquiry: Online eligibility inquiry provides the Employer with such information as the Covered Person's group name, employee name, identification number, date of birth, address, effective date and termination date. Online benefit inquiry providers specific benefit information for each Covered Person such as provider network, description of benefits under the Plan, out-of-pocket maximums and other details that pertain to the Plan. Claims Inquiry: Covered employees can review the status of their own Claims online after they register online and obtain a unique ID and password to ensure privacy. Online Claims inquiry by the Employer is also available, however, the Employer is responsible for ensuring that its employees comply with HIPAA privacy regulations. Monthly Online Reports: The online system provides Employer with monthly reports containing Plan performance details. The Employer can also use online data to develop ad- hoc queries such as census information, claim activity and large claim detail. Banking: The Employer has online access to the check register and can search for disbursement information at the transaction level. This could include transaction amounts by type and date, or transaction amounts at the check level (check number, date, payee, amount or check requisition number). ID Cards: The Employer and covered employee can order replacement or additional ID cards online. If additional (Ad-Hoc) reports are needed by the Employer, or customization of the reports is requested, UMR will charge an additional fee for such agreed upon services. 6.10 Transition to new TPA: UMR will cooperate with the Employer's transition to a new Third Party Administrator upon termination of this Agreement and will provide cancellation reports to the Employer upon request. Employer can obtain a list of the available cancellation reports and applicable fees from the Strategic Account Executive. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 13 6.11 Stop Loss: In the event that Employer has obtained stop loss insurance coverage for funding Plan benefits in excess of certain specified individual and aggregate limits, UMR will use commercially reasonable efforts to identify, track and file all specific stop loss insurance Claims with the stop loss carrier, on behalf of the Employer. The Employer, however, is responsible for providing UMR with a copy of the stop loss policy by the effective date of this Agreement or as soon thereafter as reasonably possible, if UMR did not place the Employers stop loss coverage with the carrier. Employer shall be responsible for payment of the premium for the stop loss insurance. If Employer has aggregate stop loss coverage, UMR agrees to notify the stop loss carrier of any potential Claims that exceed the stop loss policy's attachment point based on preliminary diagnosis or dollar amount of Claims or claim estimates that meet or exceed applicable thresholds. It is understood that UMR shall not be required to process Claims for Covered Services other than in the order that Claims are received, and no priority will be given to Claims merely because the stop loss year is coming to a close. ln no event shall UMR have any liability for coverage decisions taken or any omissions by any stop loss insurance carrier, and UMR shall not be held liable for any Claims not covered by the stop loss carrier even if such Claims were paid by the Plan. It is understood that UMR cannot represent or warrant a carrier's stop loss coverage or any terms of a carrier's stop loss coverage. 6.12 Interruption by Disasters: UMR will take commercially reasonable steps to prevent and recover from disruptive events, that are beyond its control, and represents that it has in place a disaster recovery plan in an extent reasonably adequate for a business of the size and complexity of UMR. 6.13 Medicare Reporting: UMR agrees to provide the Centers for Medicare and Medicaid Services (CMS) with a quarterly eligibility file that contains Social Security numbers and other information on Covered Persons and the Employer, as required by the Medicare Secondary Payer Mandatory Reporting Provisions in Section 111 of the Medicare, Medicaid and SCHIP Extension Act of 2007. Employer agrees to timely provide UMR with all reasonable data that UMR requests, and in an agreed upon format, to enable both parties to comply with the reporting requirements. To the extent noncompliance penalties result from Employer's actions or inactions, UMR shall not be responsible for the penalties. 6.14 Allocation and Payment of Medical Benefit Drug Rebates. Allocation and Payment of Medical Benefit Drug Rebates. UMR or a subcontractor may negotiate with drug manufacturers regarding the payment of Medical Benefit Drug Rebates on applicable prescription drug products dispensed to Participants under the Plan's medical benefit. If a subcontractor is involved in negotiating with drug manufacturers regarding the payment of Medical Benefit Drug Rebates, it may retain a portion of the gross amounts received fr om drug manufacturers in connection with such products. Customer will receive compensation under this program as set forth in Addendum #1-Fees. UMR will retain interest earned during the Medical Benefit Drug Rebate processing timeframe. Customer will only receive Customer’s Medical Benefit Drug Rebates to the extent that Medical Benefit Drug Rebates are received by UMR. For example, if a government action or a major change in pharmaceutical industry practices prevents UMR from receiving Medical Benefit Drug Rebates, the amount Customer receives may be reduced or eliminated. Customer agrees that during the term of this Agreement, neither Customer nor the Plan will negotiate or arrange or contract in any way for Medical Benefit Drug Rebates on or the purchase of prescription drug products from any manufacturer under the Plan's medical benefit. If Customer or the Plan does, UMR may, without limiting UMR’s right to other remedies, immediately terminate DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 14 Customer’s and Plan's entitlement to Medical Benefit Drug Rebates, including forfeiture of any Medical Benefit Drug Rebates earned but not paid. 6.15 Teladoc Services: UMR contracts with an outside vendor to provide Teladoc services for Covered Persons on behalf of the Plan. The vendor contracts with licensed physicians to provide the service. For General Medicine, Participants will be provided with toll-free access to telephone or web- based video access to medical consultation and health information services from a licensed physician 24 hours a day, seven days a week, or, upon request and if allowed by state law. For Behavioral Health (BH), Participants will be provided with access to BH Practitioners who provide consultations to Participants by telephone or video conference, scheduled in advance by the Participant. The program offers Participant’s ongoing access to behavioral diagnostic services, talk therapy, and prescription medication management, when appropriate. Customer is responsible for notifying Participants that if they choose to utilize Teladoc Se rvices, they must complete a comprehensive medical history disclosure form either online, by paper, or by telephone, and an assessment that is specific to the BH Program prior to receiving a BH consultation, pay the applicable fee to Teladoc, and cooperate with any other reasonable requirements that Teladoc may require before services can be provided by a physician. Customer understands that Teladoc is an independent contractor and is not affiliated with UMR in any way. Customer agrees and understands that UMR does not provide medical advice or warrant the advice provided by Teladoc. In no event shall UMR be found responsible or liable in any way or to any extent for any losses, claims or damages, including but not limited to consequential, special, punitive, incidental, or direct or indirect damages resulting from the services provided by Teladoc and its employees, subcontractors and agents. 6.16 Obesity and Diabetes Prevention Services: Customizable program delivered to eligible Covered Persons with a goal of preventing diabetes and other obesity related diseases. Multi- component behavioral intervention provides a 52-week virtual approach that includes one-on-one coaching and online group participation with supporting video content, delivered by a live virtual coach. At the Customer’s request, UMR can direct bill for these services. The experience will be personalized for each individual though an introductory call and may include, but not is limited to online support and self -help tools; live group support sessions, education and training materials; guidance and counseling by trained health coaches for clinical weight loss, improved nutrition and increased physical activity. Participation is voluntary and without any additional charge to the Covered Person. Services are delivered by UMR Network Providers. Section 7 - Claims Appeal Services UMR will provide Claims appeal services in compliance with the Department of Health and Human Services regulations, provided that UMR has received the applicable Summary Plan Description from the Employer prior to receiving the appeal. Covered Persons who receive an Adverse Benefit Determination can file an appeal with UMR within the timelines established in the Employer's Summary Plan Description. It is understood that UMR will provide one appeal level for Claims that it has processed. In addition, and if applicable to Employer's Plan, UMR agrees to send a voluntary appeal to an external vendor for review in compliance with health care reform regulations. Any additional appeal options will be the sole responsibility of the Employer. It is understood that UMR is not responsible for handling appeals on claim-related decisions that were originally made by another vendor of the Employer's. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 15 Catastrophic Events: During such time as a government agency declares a state of emergency or otherwise invokes emergency procedures with respect to Participants who may be affected by severe weather or other catastrophic events (a “Catastrophic Event Timeframe”), Customer directs UMR to implement certain changes in its claim procedures for affected Participants, including, for example: (a) exemption from the application of prior authorization requirements and/or penalties; (b) waiver of out-of-network restrictions (e.g., out-of-network providers paid at the Network Provider level); (c) extension of time frames for timely claims filing and/or appeals; (d) early replacement of lost or damaged durable medical equipment; and (e) other protocols reasonably required to provide Participants with access to health plan and pharmacy benefits, as applicable. Such protocols are applicable to Participants whose place of residency falls within impacted areas of the Catastrophic Event, and for dates of service that fall within the Catastrophic Event Timeframe. Section 8 - Independent Consulting Organizations 8.1 UMR utilizes certain independent organizations for consultation review when needed to determine the medical status of an individual. UMR selects independent consultants prudently based on quality of the reviews, availability of specialists, timeliness of reviews, and fees associated with those reviews. UMR makes every effort to utilize independent consultants who are URAC accredited and who charge no more than market rates for the reviews. The independent consultants used will have appropriate training and experience in the field of medicine involved in the medical judgment. 8.2 It is understood that UMR may send a Claim to an independent consultant under any of the following circumstances: During an initial Claim review, when there is insufficient information in a Covered Person's medical record to make a decision regarding the Claim, or if there is a question regarding the experimental/investigational nature of a procedure. When a Claim was denied based on medical necessity, medical judgment or experimental/investigational reasons, and the denied Claim is later appealed, or as otherwise required by Department of Health and Human Services regulations. 8.3 In the event that UMR incurs charges from an independent consulting organization to determine the medical status of an individual as outlined above, the Employer understands and agrees that the cost of such independent consulting services shall be the responsibility of the Employer except to the extent covered through the Utilization Management provision in this Agreement. It is also understood that the cost of each review may vary based on the medical issues being reviewed. Section 9 - Summary Plan Description (SPD) 9.1 UMR shall provide a Summary Plan Description Shell to the Employer, if requeste d, that can be used as a starting point to develop a final document that reflects the Employer's intended benefit design. It is understood that UMR will make reasonable efforts to update its Shell as is needed to maintain compliance with federal regulations, however compliance with applicable laws and regulations is the responsibility of the Employer. The Employer is responsible for ensuring that any changes it makes to UMR's Shell will be in compliance with federal and other applicable laws. Employer is solely responsible for the final content of the Summary Plan Description. UMR shall not have the power or authority to alter, modify, or waive any terms of the Plan. 9.2 The Employer is responsible for incorporating wording in its SPD if the Plan is subject to any state or international regulations or benefit mandates. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 16 9.3 UMR will provide Employer with an electronic or paper copy of the Summary Plan Description and one copy of amendments, if any, for each applicable product, and will post the document(s) on UMR's website if requested. UMR will use its standard format when compiling the documents, however Employer can request customization of the document at an additional cost. Customization includes but is not limited to such things as colored covers, binders, different formats for the SPD and other non-standard formats. 9.4 The Employer understands and agrees that it is responsible for carefully and thoroughly reviewing the Summary Plan Description proof(s) that UMR sends to the Employer, and after determining that the document(s) accurately reflect the intent of the Employer, Employer shall sign and return the Acceptance Page to UMR. The Acceptance Page is a form that the Employer must sign after reviewing the Summary Plan Description proof, confirming that the proof accurately reflects the intent of the Employer. UMR agrees to prepare a final Summary Plan Description following receipt of the signed Acceptance Page from the Employer. 9.5 If the Employer's Summary Plan Description is not finalized and approved by Employer before UMR begins administering the Plan(s), UMR is not responsible for any conflicts that may occur if changes are made by the Employer. This does not apply to amendments that the Employer may make at a later date to the extent those changes become effective after UMR has been notified of the change. 9.6 The Employer is responsible for complying with any applicable regulations and timelines governing distribution of the Summary Plan Description and amendments to Covered Persons, and furnishing copies of other plan-related documents to Covered Persons and others as may be required by law or otherwise. 9.7 SBC Services: Upon receipt of a completed service election form from the Employer, UMR agrees to provide certain Summary of Benefits and Coverage (SBC) services, to help Employer comply with Section 2715 of the Public Health Services Act related to the Patient Protection and Affordable Care Act (PPACA). Employer is responsible for providing UMR with written details about the Plan and benefit changes in an agreed upon period of time prior to the date Employer needs the final SBC from UMR. As part of the Base fee that Employer pays UMR, UMR agrees to create one standard full SBC if UMR is the only vendor administering benefits for the Employer, or one standard partial SBC if UMR administers the medical Plan but Employer utilizes external vendors for other benefits. UMR also agrees to provide one SBC update per year if needed. Employer is responsible for completing sections of the SBC related to the Employer and external vendors, if any, and returning applicable details to UMR within an agreed upon timeframe. UMR will post the final approved SBC to UMR’s web portal for the Employer. Employer is responsible for complying with SBC regulations, including but not limited to distribution of SBC’s to Covered Persons. In the event that Employer requests UMR to provide other non-standard SBC services, UMR will charge a reasonable fee for agreed upon services. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 17 Section 10 - Limitation of Liability and Indemnification 10.1 Employer Indemnifies UMR: To the extent permitted by law, Employer will indemnify UMR and hold UMR harmless against any and all losses, liabilities, penalties, fines, costs, damages, and expenses, that UMR incurs, including reasonable attorneys fees, which arise out of: (i) the gross negligence or willful misconduct of Employer or Employer's vendors, subcontractors or authorized agents in the performance of their obligations under this Agreement or any other agreements entered into with such third parties on Employer's behalf; (ii) Employer's material breach of this Agreement, all as determined by a court or other tribunal having jurisdiction of the matter; or (iii) Employer's breach of any other agreements UMR enters into with such third parties on Employer's behalf, all as determined by a court or other tribunal having jurisdiction of the matter. This provision shall survive the termination of this Agreement. 10.2 UMR Indemnifies Employer: UMR will indemnify Employer and hold Employer harmless against any and all losses, liabilities, penalties, fines, costs, damages, and expenses, that Employer may incur, including reasonable attorneys fees, which arise out of: (i) the negligence or willful misconduct of UMR or UMR’s vendors in the performance of their obligations under this Agreement; or (ii) UMR's material breach of this Agreement, all as determined by a court or other tribunal having jurisdiction of the matter. Notwithstanding the foregoing, UMR's obligation to indemnify Employer for overpayments shall be governed exclusively by Section 6.2.3 of the Agreement. Notwithstanding the foregoing, Employer will remain responsible for payment of Covered Services, and UMR's indemnification will not extend to indemnification of Employer or the Plan against any claims, liabilities, damages, judgments or expenses that constitute payment of Covered Services. This provision shall survive the termination of this Agreement. 10.3 Complying with Laws: It is understood that UMR is responsible for complying with laws applicable to third party administrators, and for having systems in place to comply with other laws and regulations as described in Employer's Summary Plan Description. It is further understood that Employer is responsible for complying with applicable state, federal and other laws and regulations with respect to the Plan. To the extent permitted by law, both parties indemnify and hold harmless the other party for their non-compliance. 10.4 Loss of Goodwill: Notwithstanding any other provision in this Agreement to the contrary, in no event shall either party be liable for the loss of goodwill, or for special, indirect, incidental or consequential damages arising from Employer's receipt or use of services, or UMR's delivery of services hereunder, regardless of whether such claims arise in tort or in contract. Neither party may assert any claims against the other party more than three (3) years after the termination of this Agreement. 10.5 Reliance on Data: UMR is not responsible or liable for any acts or omissions made pursuant to any direction, consent, or other request reasonably believed by UMR to be genuine and from any authorized representative of Employer. UMR is not responsible or liable for acts or omissions made in reliance on erroneous data provided by Employer, its employees or agents, or the failure of Employer to perform its obligations under this Agreement. 10.6 The Limitations of Liability and Indemnification provisions shall survive the termination of this Agreement. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 18 Section 11 - Litigation Related to Covered Services 11.1 Litigation Against UMR: In actions against UMR, UMR will select and retain defense counsel to represent UMR’s and the Plan's interest if a demand is asserted or litigation or administrative proceedings are begun by a Covered Person or health care provider against UMR, to recover benefits for Covered Services or otherwise related to UMR's duties under this Agreement. 11.2 Litigation Against Employer: In actions against Employer, Employer will select and retain defense counsel to represent Employer and the Plan's interest if a demand is asserted, or litigation or administrative proceedings are begun by a Covered Person or health care provider against Employer, to recover benefits for Covered Services or otherwise related to Employer's duties under this Agreement. 11.3 Litigation Against UMR and Employer: In actions against both Employer and UMR, 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 counsel, then each party will select and retain defense counsel to represent its own interest. 11.4 Litigation Fees and Costs: All reasonable legal fees and costs for the defense related to Covered Services will be paid by Employer (except as provided in Section 10.2), provided UMR gives Employer reasonable advance notice of its intent to charge Employer for such fees and costs, and UMR consults with Employer throughout the case in a manner mutually agreed to by the parties. Section 12 - Mediation 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. If the dispute is not resolved within thirty (30) days after the parties first met to discuss it, and either party wishes to pursue the dispute further, that party will refer the dispute to non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association (“AAA"). In no event may the mediation be initiated more than one year after the date one party first gave written notification of the dispute to the other party. A single mediator engaged in the practice of law, who is knowledgeable about employee benefit plan administration will conduct the mediation under the then current rules of the AAA. The mediation will be held in a mutually agreeable site. Nothing herein is intended to prevent either party from seeking any other remedy available at law including seeking redress in a court of competent jurisdiction. This provision shall survive the termination of this Agreement. Section 13 - General Provisions and Signatures 13.1 Amendment: This Agreement may be amended only by mutual written agreement by an authorized officer of each of the parties, except that this Agreement shall automatically be updated if new federal regulations require modification of one or more of the provisions in this Agreement. When the Agreement needs to be amended, UMR will send the Employer an electronic or paper copy of the amendment for review and signature. The authorized officer for the Employer needs to sign each agreed upon amendment with an original signature or an original signature stam p and return two signed paper copies of the entire document to UMR. The UMR authorized officer will then countersign the amendments with original signature or original signature stamp, and one original will be returned to the Employer. UMR does not accept faxed signatures on contractual documents. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 19 13.2 Subcontractors: Employer agrees that UMR can use its affiliates as subcontractors, or other subcontractors, to perform services under this Agreement. UMR will be responsible for those services to the same extent that UMR would have been responsible had UMR performed those services without the use of an affiliate or subcontractor. 13.3 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. 13.4 Entire Agreement: This writing, including the body of the Agreement and any addenda attached hereto, shall constitute the entire Agreement of the parties and no agent or employee of either party has authority to change this Agreement or waive any of its provisions except as otherwise expressly provided herein. 13.5 Assignment: Neither party may assign any of its rights or obligations under this Agreement without the written consent of the other party. 13.6 Headings: The captions and headings throughout this Agreement are for convenience and reference only, and the words contained therein shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provision, or to the scope or intent, of this Agreement. 13.7 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, except as to any applicable federal laws, without giving effect to the principles of conflicts of law thereof. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. 13.8 Savings Clause: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of this Agreement. If this is not possible, such provision shall be deemed stricken and deleted from this Agreement, as the case may require and this Agreement shall then be construed and enforced to the maximum extent permitted by law and to achieve the fundamental intent of the parties. 13.9 Counterparts: This Agreement may be executed by the parties hereto in counterparts, and taken together, such counterparts shall constitute the one and same document. 13.10 Force Majeure: Neither party shall be liable for any delay or non-performance of any covenant contained herein, nor shall any such delay or non-performance constitute a default hereunder, or give rise to any liability for damages if such delay or non-performance is caused by an event of force majeure. As used herein, the term "force majeure" means any act or explosion, action of the elements, strike or other labor relations problem, restriction or restraint imposed by law, rule or regulation of any public authority, whether federal, state, or local, and whether civil or military, act of any military authority, interruption of transportation, facilities or any other cause which is beyond the reasonable control of such party and which by the exercise of reasonable diligence such party is unable to prevent. The existence of any event of force majeure shall extend the term of performance on the part of such party to complete performance in the exercise of reasonable diligence after the event of force majeure has been removed. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 20 13.11 Change in Law: If any change in law occurs that materially alters the rights or obligations of either party under this Agreement, the parties shall equitably adjust the terms of this Agreement to take into account such change in law. 13.12 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 Employer grants UMR permission to: use Employer's name, logo, service marks, trademarks or other identifying information to the extent necessary for UMR to carry out its obligations under this Agreement (e.g. on SPDs and ID cards). 13.13 Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the Employer, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The Employer shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 13.14 Insurance. Without limiting any of the UMR's obligations hereunder, UMR shall provide and maintain insurance coverage with the general liability coverage naming the Employer as an additional insured under this Agreement of the type and with the limits specified within Exhibit A, consisting of one (1) page, attached hereto, and incorporated herein by this reference. UMR before commencing services hereunder, shall deliver to the City's Purchasing Director, purchasing@fcgov.com or P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required. 13.15 Prohibition Against Unlawful Discrimination. The Employer, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d- 4) and the Regulations, affirmatively ensures that for all contracts entered into with the Employer, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The Employer strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The Employer also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the Employer strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The Employer requires its vendors to comply with its policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 13.16 Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 13.17 Colorado Open Records Act. The Employer is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure to the extent required by CORA. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 21 13.18 Use of Confidential Information. Neither Party may disclose the other's Confidential Information to any person or entity other than to the receiving Party's employees and Business Associates needing access to such information to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement. Notwithstanding the foregoing, (i) UMR may disclose Customer Confidential Information to its affiliates and subcontractors as needed for those entities to provide services under this Agreement, (ii) Customer will not be prohibited from providing provider-specific cost or quality of care information or data, through a consumer engagement tool or any other means, to referring providers, the Plan Sponsor, Participants, or individuals eligible to become Participants of the Plan, to the extent required by applicable law and regulation, (iii) Customer may only use UMR’s Confidential Information for Plan administration purposes and (iv) before UMR’s Confidential Information can be disclosed, UMR may require a mutually agreed upon confidentiality agreement consistent with applicable law and regulation. Neither party may sell, license or grant any other rights to the other Party’s Confidential Information. If a Party is requested or required to disclose Confidential Information by subpoena, legal process or applicable law, including public records acts, such Party shall (to the extent permitted by law), provide the other Party with immediate written notice of that request or requirement. Such Party shall reasonably cooperate in any efforts by the other Party to seek an appropriate protective order or other remedy or otherwise challenge or narrow the scope of that disclosure request or requirement. If a protective order or other remedy is not obtained, such Party shall furnis h only that portion of the Confidential Information that is legally required. If Customer requests that UMR provide information about the Plan that is in UMR’s possession after the Agreement terminates and any applicable run out period has expired, then UMR may, in its discretion, provide such information subject to a fee. 13.19 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. [Signature Page Follows] DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 22 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: UMR, Inc. By: Printed: Title: Date: DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 Regional Contract Manager Holly Durinick 7/12/2022 Assistant City Attorney 7/22/2022 City Clerk 23 EXHIBIT A INSURANCE REQUIREMENTS UMR will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, UMR shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of UMR, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due UMR under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The City, its officers, agents and employees shall be named as additional insureds on UMR 's general liability insurance policy by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Service Provider shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, UMR shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 24 ADDENDUM #1 – FEES This exhibit lists the fees Customer must pay UMR for UMR’s services during the term of the Agreement. Unless specified otherwise, these fees apply for the period from January 1, 2022 through December 31, 2022. Customer acknowledges that the amounts paid for adm inistrative services are reasonable. Service Code ITEM FEE and BASIS Medical Fees 0001 Base Medical Fee 1/1/2022-12/31/2023 1/1/2024-12/31/2024 $12.77 PEPM $13.41 PEPM COBRA Fees 0529 Standard COBRA Services $1.05 PEPM 0531 COBRA Administration for Outside carriers Included in Service Code 0529 Credits 0767 Wellness Credit $75,000 Annually Account Services 0200 Mail ID Cards to Employee’s Home Included in Base Fee 0926 Full/Partial Summary of Benefits and Coverage (SBC) creation with data UMR has on file for the Plan. Includes initial SBC plus one amendment per year; electronic version only provided to Customer. No Charge 0927 Two or more Summary of Benefits and Coverage (SBC) amendments requested by Customer per year $500 Per SBC Per Benefit Plan 0929 Print and Ship Summary of Benefits and Coverage (SBC) to Employee at open enrollment Cost plus Postage 0930 Translation of Summary of Benefits and Coverage (SBC) into non-English text Cost of Translation 1002 External Pharmacy Benefit Manager (PBM) Interface Fee Included in Base Fee Online Customer Reporting 1203 New York Surcharge – Filing and Administration Included in Base Fee 0417 Custom Ad-Hoc Reports – Request System $100/hr. after 10 Hours Per Year 0092 Optum Benefits Analytic Manager (secure, web-based application providing Customer with access to health plan reporting that leverages clinically augmented data - claims, eligibility, and RX/care management (if applicable). (Effective 7/1/2021) $0.41 PEPM 0420 Interactive Reporting (Interactive web-based application providing Customer with access to up to 24 months of clinically augmented claims and eligibility data. Additional fees may apply for history loads.) (Effective 1/1/2021-6/30/2021) Included in Base Fee Banking Services 0307 Custodial Banking Maintenance Charges $500 Per Month DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 25 Service Code ITEM FEE and BASIS Claim Services 2130 Federal External Reviews $500 per review after five reviews 1469 CRS Benchmark Program (Cost Reduction & Savings Benchmark Program (Cost reduction services aimed at generating savings on claims when the primary network is not utilized.) 22% of savings and $50,000 per claim savings cap 0116 Accum Loads from a Vendor No Charge Payment Integrity Services 0140 Claim Reprocessing. Customer requests to reprocess certain claims. Waived Fraud, Waste, and Abuse Management • Detection and recovery of wasteful, abusive, and/or fraudulent claims. • Search claims for patterns which indicate possible waste or error by identifying specific claims for additional review. • Pre-adjudicated claims and post-adjudicated claims. Included in Base Fee Litigation and Arbitration Fees for Recoveries • Litigation, arbitration, or other judicial process to recover any Overpayments and other Plan recovery opportunities. • Outside attorneys’ fees and costs or administrative process fees directly incurred with litigation, arbitration, or other judicial process. • Pre-adjudicated claims or post-adjudication claims. Outside attorneys’ fees and costs or administrative process fees will be deducted from the gross recovery prior to the assessment of any applicable UMR fees (as indicated in this Exhibit). 0105 Third Party Liability (Subrogation) • Services to recover Plan Benefits, which should be paid by a third party. • Does not include benefits paid in connection with coordination of benefits, Medicare, or other Overpayments. • Pre-adjudicated claims and Post-adjudicated claims. • Customer will not engage any entity except UMR to provide such services without prior UMR approval. 25% of the applicable savings amount; or 33% of the applicable savings amount if handled by outside legal counsel CARE Services 0701 Complex Condition CARE (CARE services will be provided to Covered Persons who meet the criteria for Complex Condition CARE including complex treatment plans, catastrophic events, trauma, transplant, oncology, neonatal/ pediatric behavioral health and substance use disorder (BH/SUD) and discharge support specific to $2.00 PEPM DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 26 Service Code ITEM FEE and BASIS BH/SUD. Services also includes access to the UMR CARE app.) 0702 Utilization Management (Examination of medical services for medical necessity and appropriateness of care prior to services being provided. Certification/ notification for hospital inpatient/outpatient services, durable medical equipment, home health care, specialty injectables, behavioral health and other services in accordance with Customer’s SPD. Services also include concurrent review, pre-determinations, discharge planning, readmission risk assessment retrospective review, Complex Condition CARE referrals and independent medical reviews needed for these services when appropriate. If Medicare is the primary payer for a claim, these services will be provided after Medicare funds have been exhausted.) $2.15 PEPM 0745 Maternity CARE (Pre-pregnancy support, pregnancy risk assessment, support person education, prenatal education and health assessment program designed to help mothers carry their babies to full term.) $0.65 PEPM 9918 NurseLineSM - provides 24-hour access to registered nurses $0.50 PEPM Centers of Excellence (COEs) 1400 Transplant Resource Services (TRS) Transplant Network via Centers of Excellence (COE) Customer shall pay UMR administrative fee based upon the Transplant type as follows: Bone Marrow/Stem Cell Autologous less than 11 days $5,000 Per Transplant Autologous 11 or more Days – breast Cancer $10,000 Per Transplant Autologous 11 or more Days – all other diagnosis $20,000 Per Transplant Allogeneic – related/unrelated $20,000 Per Transplant Non-myeloablative BMT - mini $5,000 Per Transplant Tandem BMT Auto/Auto $10,000 Per Transplant Auto/Allo Related Mini $20,000 Per Transplant Auto/Allo Unrelated Mini $20,000 Per Transplant DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 27 Service Code ITEM FEE and BASIS Heart, Single Lung, Heart/Lung $10,000 Per Transplant Double Lung, Multi-Organ $20,000 Per Transplant Intestinal, Liver, Intestinal/Liver, Intestinal/Small Bowel $20,000 Per Transplant Kidney $3,500 Per Transplant Pancreas, Kidney/Pancreas, Islet Cell-Auto Pancreas $7,500 Per Transplant Ventricular Assist Devices (VAD) Ventricular Assist Devices (VAD) only – Bridge to Transplant (Excludes Heart Transplant) 10% of savings, capped at $10,000 Per Case Ventricular Assist Devices (VAD) only – Destination Therapy (VAD Implant + Post-Implant Services for 1 year) 10% of savings, capped at $10,000 Per Case Ventricular Assist Devices (VAD) only – Destination Therapy (Post-Implant Services only) 10% of savings, capped at $10,000 Per Year If an additional transplant is performed to replace the initial transplant, an additional fee equal to 50% of the original fee shall be charged. If a Covered Person receives transplant care, but no transplant is performed (“Early Term”), the administrative fee will be 35% of the difference between charges per the applicable Network and the Network Provider’s usual charges for the same services, not to exceed the fee for the corresponding transplant set forth in the table above. A transplant case referred to as Early Term includes (1) cases in which a Covered Person is not accepted into a Network Provider’s transplant program, (2) cases in which the Covered Person dies prior to transplant or VAD implant, or (3) cases in which Covered Person’s coverage ends prior to transplant or VAD implant. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 28 Service Code ITEM FEE and BASIS Transplant Access Program (TAP) Network The fees are 15% of savings, calculated as the difference between billed charges and amounts paid pursuant to the applicable Network. The fees will not exceed the administrative fee for the corresponding transplant set forth in the table above. Extra-Contractual Services The fees are 15% of savings, calculated as the difference between charges per the applicable extra- contractual agreement and the Network Provider’s usual charges for the same services, not to exceed the fee for the corresponding transplant under the table above. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 29 Service Code ITEM FEE and BASIS Cellular Therapy Services Extra-Contractual services are required for Cellular Therapy cases. For Cellular Therapy cases, Customer shall pay UMR an administrative fee equal to 15% of savings, calculated as the difference between charges per the applicable extra-contractual agreement and the provider’s usual charges for the same services, not to exceed $20,000 per Cellular Therapy Case as defined in the written agreement entered into between UMR and provider as applicable to the Covered Person. Early Term pricing as set forth above, applies to cases in which the Covered Person receives care and no cellular therapy infusion occurs (i.e. Early Term Cellular Therapy cases). DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 30 Service Code ITEM FEE and BASIS Specialized Physician Review The fees are for solid organ transplants, bone marrow/stem cell transplants and other procedures and disease states. Customer shall pay UMR an administrative fee equal to $1,295 for a Comprehensive Review from a single reviewer, or $1,995 from three reviewers. For Basic Review, Customer shall pay UMR an administrative fee equal to $495 for a single review or $1,295 from three reviewers. For an Expedited Review, Customer shall pay UMR an additional fee of $200 for each physician reviewer. Network Services 1406 Network Access Fees • UnitedHealthcare Choice Plus $16.87 PEPM Stop Loss Services (SL) 0136 Preferred Stop Loss Interface Fee Included in Base Fee Other Additional Services 0418 Certificates of Creditable/Non-creditable Coverage (Medicare Part D) (If Requested) $1.35 Per Certificate, subject to a $100 minimum 1014 Support for Integrated Rx-Medical Accumulators Included in Base Fee 1102 Mail Special Packets to Employee’s Home (I.e., ID Cards, WPB, MMS, Internet, etc.) $325.00 One Time Charge-$5.00 per packet 0835 Real Appeal (Obesity and Diabetes Prevention Services) Processed as Medical Claim DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 31 Service Code ITEM FEE and BASIS 2180 Value Based Contracting - VBC VBC saving reports, “Monthly Summary of Charges- Member Participation in ACO Program” from UMR Financial Special Services (FSS) are generated for GEHA Group Policy Numbers 78-800182 and 78- 260001 detailing the amount to invoice. GEHA shall be invoiced for value-based savings by United and GEHA shall fund these payments to United. VBC contracting arrangements are not an access fee and the amount to be charged will vary monthly. Telemedicine/Expert Medical Services 9933 Teladoc Services (general medicine) $0.97 PEPM 0860 Teladoc Services (behavioral health) $0.30 PEPM Other Fees Medical Benefit Drug Rebate Compensation 80% to Customer, the balance is retained by UMR as compensation for the services. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 32 Service Code ITEM FEE and BASIS Consolidated Appropriations Act, 2021 (“CAA”) Support Services. UMR will support Customer’s compliance with the requirements of the CAA, including the No Surprises Act (“NSA”), by the respective enforcement date as follows: NSA medical billing and the independent dispute resolution (“IDR”): o UMR will determine if a claim is subject to the NSA billing protections. o If UMR and a provider are unable to come to an agreement within the prescribed negotiation period for a claim subject to the NSA billing protections, UMR will manage, direct, and make decisions and submissions to support the IDR for Customer. o All qualifying payment amounts under the NSA will be calculated based on an insurance market across all self-insured group health plans administered by UMR. o UMR will not be using third party provider networks for services covered by the NSA. o The fees for programs in which the parties share in the savings achieved off a provider’s billed charge will continue to apply to all services covered under the NSA. o Customer shall fund all settlement amounts and payments required as a result of any IDR process decision through the Bank Account. o Customer shall fund the $50 IDR administration fee and all IDR arbitrator fees through the Bank Account. Revised medical Plan ID cards (if UMR provides Plan Participants with ID cards currently). Provider directory enhancements. Continuity of care and external appeals support for surprise medical bills. Support related to Mental Health Parity Non- Quantified Treatment Limitations audits initiated by the U.S. Department of Labor, U.S. Department of Health and Human Services or the U.S. Department of Treasury. Provide language to support Customer’s anti-gag clause attestation requirement. For the 2022 plan year, UMR will not charge separate services fees outside of base rates for the CAA Support Services. Customer remains responsible for the $50 government agency administration assessment and fees charged by the IDR arbitrator. PEPM means Per Employee Per Month (covered employee) DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 33 The above fees do not include state or federal surcharges, assessments, or similar taxes imposed by governmental entities or agencies on the Plan or UMR, including but not limited to those imposed pursuant to The Patient Protection and Affordable Care Act of 2010, as amended from time to time as these are the responsibility of the Plan. UMR may receive direct or indirect compensation from third parties in the course of administering Customer’s Plan(s), such as commissions paid to UMR for the placement of stop loss policies, or being the third party administrator of record. All third party compensation received is taken into account by UMR when it prices the administrative fees that it charges Customer for services under this Agreement to the extent reasonably possible, it being understood that certain compensation relates to UMR’s total book of business rather than to any single customer. A UMR affiliate provides payment services to the healthcare industry and offers medical providers with various payment methods and options, including electronic payments, virtual cards and checks. Some options are available to medical providers for a fee and may result in the receipt of transaction fees or other compensation (e.g., 1% to 3% of the total transaction amount) by a UMR affiliate. A stop loss interface fee surcharge applies if stop loss coverage is not placed with a UMR preferred market. Customer acknowledges that the election of any stop loss insurance carrier is at the discretion of Customer, and the applicable policy must be specifically accepted by Customer. Customer may have elected to utilize the services of stop loss insurance carrier that has neither been placed nor specifically endorsed by UMR. Wellness Credit UMR has provided an annual wellness credit as shown in the Fee table above to Customer for purposes of implementing wellness initiatives. This credit may be used towards UMR Health and Wellness programs, if purchased, and related resources used to improve the health and well- being of persons. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: UMR, Inc. By: Printed: Title: Date: DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 Regional Contract Manager Holly Durinick 7/12/2022 7/22/2022 ADDENDUM #2 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 Covered Person. Network: The group of Network Providers UMR 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 Covered Persons and accept negotiated fees for these services. Network Access, Management and Administration. UMR 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. UMR generally does not employ Network Providers and they are not UMR’s agents or partners, although certain Network Providers are affiliated with UMR. Otherwise, Network Providers participate in Networks only as independent contractors. Network Providers and the Covered Person are solely responsible for any health care services rendered to Covered Persons. UMR 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 UMR’s affiliates’ networks, or the payment for services rendered by the provider or facility. Value Based Contracting Program. UMR’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 UMR’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 UMR 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 UMR makes the determination that the Network Provider failed to meet a standard, UMR will return to Customer the applicable amount. UMR 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 Covered Person’s copayment, coinsurance or deductible requirements. Customer will pay the Network Provider the full amount earned or attributable to its Covered Persons, without a reduction for copayments or deductibles and agree that there will be no impact from these payments on the calculation of the Covered Person’s satisfaction of their annual deductible amount. Out of Network Programs. UMR offers out of network programs that strive to increase savings to Customer by accessing discounts or negotiating reductions on out of network claims. UMR offers a mix of out of network programs that offer varying degrees of discounts, consumer advocacy, and cost controls. Customers elected out of network programs are identified in Addendum #1 – Fees. Programs are subject to change or termination at UMR’s discretion. ACCEPTANCE: Customer Initial: UMR Initial: DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 ADDENDUM #3 CUSTODIAL BANKING PROCEDURES Employer agrees to comply with the custodial banking procedures set forth herein. Such procedures may be amended by UMR upon thirty (30) days prior written notice to the Employer. 1. Employer agrees to pay UMR a security deposit. The initial estimate of such security deposit is $600,000.00. UMR reserves the right to require adjustments of the security deposit based on actual average disbursement activity. The security deposit is to cover periodic fluctuations in Claim activity and must remain in the account as long as UMR continues to issue checks against the account. 2. Authorization to release payments drawn on the Employer’s custodial account will be provided by UMR once Employer’s funding obligations have been met. It is understood and agreed that UMR is solely the claims paying agent for the Employer. 3. UMR offers various frequencies (check holds) for the printing and release of checks. The check hold on a custodial account must have a month end clear. A month end clear means any checks held in queue at the end of the month will be printed and released on the last working day of the month. 4. UMR will provide weekly reports regarding cash disbursements to the Employer via E- mail. 5. On behalf of Employer, UMR will initiate weekly reimbursement of Employer’s account via ACH debit. 6. The security deposit shall cover periodic fluctuations in disbursement activity. In the event Employer’s account balance falls below fifty percent (50%) of the security deposit amount, UMR reserves the right to either initiate an ACH for disbursements not funded or UMR will contact the Employer and request that the Employer wire transfer needed funds to its bank account for this product. 7. In the event the account balance falls below twenty five percent (25%) of the security deposit, UMR reserves the right to suspend payment of Claims under the Employer’s Plan(s). Payment of such Claims will be restored when UMR has been reimbursed for all outstanding disbursements and the security deposit has been restored. 8. In the event the disbursement activity creates a deficit in the account, UMR will immediately notify the Employer. A same day wire deposit to the Employer’s account will be made to fund all unpaid Claims and to restore the security deposit amount. Employer agrees to pay overdraft charges, when applicable, related to the maintenance of the custodial account. 9. UMR will provide monthly reconciliation reports to the Employer. ACCEPTANCE: Customer Initial: UMR Initial: DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 36 ADDENDUM #4 COBRA Plans: The following Plans administered by UMR are covered by this COBRA Addendum: Medical Plan – 7670-00-411027 UMR also agrees to provide COBRA services for the following outside carriers: Delta Dental for dental services, VSP for vision services and ASI for flexible spending services. Section 1 - Definitions 1.A “COBRA” shall mean the federal Consolidated Omnibus Budget Reconciliation Act of 1985, and all rules and regulations promulgated thereunder. 1.B “COBRA Enrollee” shall mean those Qualified Beneficiaries who have elected to receive continuation coverage. 1.C "Qualified Beneficiary" shall mean Employer's eligible employees and their eligible dependents, as defined in COBRA and as determined by Employer. 1.D "Qualifying Event" shall mean an event triggering the right of COBRA continuation of coverage as required and defined under the Consolidated Omnibus Budget Reconciliation Act of 1985 and all rules and regulations promulgated thereunder. Section 2 - General Responsibilities of the Employer 2.A Employer shall be responsible for the administration of COBRA, except to the extent expressly delegated to UMR through this Addendum. 2.B Employer is responsible for providing UMR with COBRA premium information and due dates at least two weeks prior to the effective date of the change, and for complying with the COBRA regulations governing the 12-month determination period. 2.C Employer shall determine if a Qualifying Event occurs and such determination shall be binding upon UMR. Within thirty (30) calendar days following notification of the Qualifying Event, Employer shall notify UMR of the Qualifying Event by either submitting a completed COBRA Action Form, or submitting information via the COBRA Online Web Notification system, or by utilizing another format that is mutually agreed upon. 2.D Employer is fully and solely responsible for ensuring that its insurance policies or contracts with outside carriers are in compliance with COBRA regulations. Employer is also responsible for notifying the outside carriers that all COBRA election forms and premium payments will be sent directly to UMR. Employer is responsible for ensuring that its outside carriers agree that COBRA elections and payments will be considered timely if the election forms and monthly premiums are received by UMR or postmarked by the due date or within the thirty (30) day grace period. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 37 Section 3 - General Responsibilities of UMR 2.E Upon notification from Employer of a Qualifying Event via the COBRA Action form or another acceptable means of written communication, UMR shall send a letter to the Qualified Beneficiaries advising them of their rights to continue coverage under federal COBRA. Such letter shall include an appropriate enrollment form and payment information. 2.F Upon receipt of a completed enrollment form and appropriate payment, UMR shall send a letter of confirmation to the COBRA Enrollee acknowledging such receipt. 2.G UMR shall collect COBRA monthly payments from Enrollees and provide Employer with a monthly accounting of payments. All such payments shall be retained by UMR until the month end and then shall be returned to Employer in a mutually agreed upon manner. 2.H In the event that a COBRA Enrollee’s coverage terminates prior to the end of the maximum COBRA coverage period, UMR shall provide the COBRA Enrollee with a written notice of early termination in accordance with applicable federal COBRA regulations. 2.I UMR agrees to send a Notice of Unavailability to a Qualified Beneficiary if it is determined by the Employer or UMR that the Qualified Beneficiary is not entitled to COBRA coverage in accordance with applicable federal COBRA regulations. Employer agrees to notify UMR in a timely manner if Employer determines or has reason to believe that the Qualified Beneficiary is not entitled to COBRA. 2.J UMR agrees to provide certain federal COBRA services for Qualified Beneficiaries who are enrolled in a benefit plan with an outside carrier. Upon notification from the Employer that a qualifying event has occurred, UMR shall send a letter to the Qualified Beneficiaries advising them of their rights to continue coverage under federal COBRA. Such letter shall include an appropriate enrollment form and payment information. UMR assumes no liability for meeting state insurance regulations for the outside carriers or Employer. The outside carriers that the Employer contracts with are fully and solely responsible for meeting all applicable insurance regulations. UMR will consider a Qualified Beneficiary’s election and payments to be timely if the election form and monthly payments are received by UMR or postmarked by the due date or within the thirty day grace period. UMR assumes no liability if the outside carrier doesn’t consider these timely, or if there are conflicts with the insurance policy. ACCEPTANCE: Customer Initial: UMR Initial: DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 38 ADDENDUM #5 MEDICAL PERFORMANCE STANDARDS The Base Medical Service Fees 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. If the Agreement terminates prior to the Customer’s recovery of such credit, UMR shall refund such amount to the Customer for each deviation from the performance guaranteed herein (as defined below). Such service fee credit will be granted providing the conditions identified below are met. Unless otherwise specified, these guarantees apply to medical benefits and are effective for the period of the Agreement, unless otherwise amended. With respect to the aspects of our performance addressed in this exhibit, these fee adjustments are Customer’s exclusive financial remedies. The performance guarantees shall be based on medical Claims processed during each twelve- month Agreement year. 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. UMR shall not be required to meet any of the guarantees provided for in this Agreement or amendments thereto to the extent UMR’s failure is due to Customer’s actions or inactions or if UMR fails to meet these standards due to fire, embargo, strike, war, accident, act of God, acts of terrorism or UMR’s required compliance with any law, regulation, or governmental agency mandate or anything beyond UMR’s reasonable control. Prior to the end of the Guarantee Period, and provided that this Agreement remains in force, UMR may specify to Customer in writing new performance guarantees for the subsequent Guarantee Period. If UMR specifies new performance guarantees, UMR 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 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. I. Financial Accuracy UMR agrees that Claim payments, on an aggregated dollar basis, shall be ninety-nine percent (99%) accurate to the plan of benefits. If however, the financial accuracy falls below the agreed upon level, UMR will give a credit as stated on the table below. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 39 Financial Accuracy will be calculated by dividing the total audited dollars paid correctly by the total audited dollars processed. This will be measured on customer specific results. UMR's Performance Penalty 99% or higher 0% 98.5% to 98.9% 1% 98.0% to 98.4% 2% Less than 98.0% 3% II. Claim Procedural Accuracy UMR agrees that the Claim Procedural Accuracy will be maintained at a level of ninety-five percent (95%). If the Claim Procedural Accuracy falls below the agreed upon level, UMR will give a credit as stated on the table below. The Claim Procedural Accuracy percentage will be calculated by dividing the number of services not containing procedural errors in the audit period by the number of services audited during the same period. This will be measured on customer specific results. UMR's Performance Penalty 95.0% or higher 0% 94.5% to 94.9% 1% 93.0% to 94.4% 2% Less than 93.0% 3% III. Claim Payment Accuracy UMR agrees that Claim Payment Accuracy will be maintained at a level of ninety-eight percent (98%). If, however, the Claim Payment Accuracy falls below the agreed upon level, UMR will give a credit as stated on the table below. Claim Payment Accuracy will be calculated by dividing the total number of services not containing payment errors in the audit period by the total number of services audited in that same period. This will be measured on customer specific results. UMR's Performance Penalty 98.0% or higher 0% 97.0% to 97.9% 1% 95.0% to 96.9% 2% Less than 95.0% 3% DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 40 IV. Turnaround Time UMR agrees that ninety percent (90%) of all clean Claims will be processed within 10 business days from the date that UMR receives all information necessary to adjudicate the Claim. In the event that UMR's turnaround time falls below the agreed upon level, UMR will give a credit as stated on the table below Claims will be considered "processed" when UMR has released the Claim for payment, denial or request for additional information. This will be measured on customer specific results. UMR's Performance Penalty 90.0% or higher 0% 85.0% to 89.9% 1% 80.0% to 84.9% 2% Less than 80.0% 3% V. Customer Service UMR guarantees the following levels of customer service will be maintained. These areas are all measured based on department results. 1. Average speed-to-answer telephone calls UMR agrees that on average, calls will be answered in thirty (30) seconds or less. If calls are answered in more than thirty (30) seconds, UMR will give a credit as stated on the table below. UMR's Performance Penalty 30 seconds or less average 0% 31 to 45 seconds average 1% 46 seconds or higher average 2% 2. Abandonment Rate UMR agrees that on average, three percent (3%) or less of calls may be abandoned. If more than the agreed upon level of calls are abandoned, UMR will give a credit as stated on the table below. UMR's Performance Penalty 3.0% or less average 0% 3.1% to 4.0% average 1% More than 4.0% average 2% DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 41 3. Customer Satisfaction Surveys UMR agrees that on average, ninety percent (90%) or more of survey respondents will be “very satisfied, somewhat satisfied or satisfied” on a UMR standard Customer Service Questionnaire. If less than the agreed upon level of satisfaction percentage is achieved, UMR will give a credit as stated on the table below. UMR's Performance Penalty 90.0% or higher 0% 85.0% to 89.9% 1% Less than 85.0% 2% Aggregate Penalty: The aggregate maximum penalty will not exceed 15% of the annual base medical administration fee and the network access fees. Performance Guarantee Conditions: Performance Guarantees begin 90 days after plan effective date. Performance Guarantees are for medical claims administration. Performance Guarantees are measured annually. Performance Penalties will be credited on the invoice following the annual measurement. Performance Guarantees are not in effect until a signed administrative service contract is received. ACCEPTANCE: Customer Initial: UMR Initial: DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 42 ADDENDUM #6 BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (“BA Agreement”) is incorporated into and made part of the Administrative Services Agreement (“Agreement”) by and between UMR, Inc. on behalf of itself and its Affiliates (“Business Associate”) and CITY OF FORT COLLINS (“Covered Entity”) (each a “Party” and collectively the “Parties”), and is effective on January 1, 2022. This BA Agreement replaces the terms of any previous business associate agreement between the Parties. The Parties hereby agree as follows: 1. DEFINITIONS 1.1 Unless otherwise specified in this BA Agreement, all capitalized terms used in this BA Agreement not otherwise defined in this BA Agreement or otherwise in the Agreement have the meanings established for purposes of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, “HIPAA”) and ARRA, as each is amended from time to time. Capitalized terms used in this BA Agreement that are not otherwise defined in this BA Agreement and that are defined in the Agreement shall have the respective meanings assigned to them in the Agreement. To the extent a term is defined in both the Agreement and in this BA Agreement, HIPAA or ARRA, the definition in this BA Agreement, HIPAA or ARRA shall govern. 1.2 “Affiliate”, for purposes of this BA Agreement, shall mean any entity that is a subsidiary of UnitedHealth Group. 1.3 “ARRA” shall mean the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, 42 U.S.C. §§17921-17954, and any and all references in this BA Agreement to sections of ARRA shall be deemed to include all associated existing and future implementing regulations, when and as each is effective. 1.4 “Breach” shall mean the acquisition, access, use or disclosure of PHI in a manner not permitted by the Privacy Rule that compromises the security or privacy of the PHI as defined, and subject to the exceptions set forth, in 45 C.F.R. 164.402. 1.5 “Compliance Date” shall mean, in each case, the date by which compliance is required under the referenced provision of ARRA and/or its implementing regulations, as applicable; provided that, in any case for which that date occurs prior to the effective date of this BA Agreement, the Compliance Date shall mean that Effective Date of this BA Agreement. 1.6 “Electronic Protected Health Information” (“ePHI”) shall mean PHI as defined in Section 1.7 that is transmitted or maintained in electronic media. 1.7 “PHI” shall mean Protected Health Information, as defined in 45 C.F.R. 160.103, and is limited to the Protected Health Information received from, or received or DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 43 created on behalf of, Covered Entity by Business Associate pursuant to the performance of the Services. 1.8 “Privacy Rule” shall mean the federal privacy regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended from time to time, codified at 45 C.F.R. Parts 160 and 164 (Subparts A & E). 1.9 “Security Rule” shall mean the federal security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended from time to time, codified at 45 C.F.R. Parts 160 and 164 (Subparts A & C). 1.10 “Services” shall mean, to the extent and only to the extent they involve the creation, use or disclosure of PHI, the services provided by Business Associate to Covered Entity under the Agreement, including those set forth in this BA Agreement in Sections 4.3 through 4.7, as amended by written agreement of the Parties from time to time. 2. RESPONSIBILITIES OF BUSINESS ASSOCIATE With regard to its use and/or disclosure of PHI, Business Associate agrees to: 2.1 use and/or disclose PHI only as necessary to provide the Services, as permitted or required by this BA Agreement and/or the Agreement, and in compliance with each applicable requirement of 45 C.F.R. 164.504(e) or as otherwise Required by Law. 2.2 implement and use appropriate administrative, physical and technical safeguards to (i) prevent use or disclosure of PHI other than as permitted or required by this BA Agreement; (ii) reasonably and appropriately protect the confidentiality, integrity, and availability of the ePHI that Business Associate creates, receives, maintains, or transmits on behalf of the Covered Entity; and (iii) as of the Compliance Date of 42 U.S.C. § 17931, comply with the Security Rule requirements set forth in 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316. 2.3 without unreasonable delay, report to Covered Entity (i) any use or disclosure of PHI, of which it becomes aware, that is not provided for by this BA Agreement; and/or (ii) any Security Incident of which Business Associate becomes aware in accordance with 45 C.F.R. 164.314(a)(2)(i)(C). 2.4 with respect to any use or disclosure of Unsecured PHI not permitted by the Privacy Rule that is caused solely by Business Associate’s failure to comply with one or more of its obligations under this BA Agreement, Covered Entity hereby delegates to Business Associate the responsibility for determining when any such incident is a Breach and for providing all legally required notifications to Individuals, HHS and/or the media, on behalf of Covered Entity. Business Associate shall provide these notifications in accordance with the data breach notification requirements set forth in 42 U.S.C. §17932 and 45 C.F.R. Parts 160 & 164 subparts A, D & E as of their respective Compliance Dates, and shall pay for the reasonable and actual costs associated with such notifications. In the event of a Breach, without unreasonable delay, and in any event no later than sixty (60) calendar days after Discovery, Business Associate shall provide Covered Entity with written notification that includes a description of the Breach, DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 44 a list of Individuals (unless Covered Entity is an employer ineligible to receive PHI) and a copy of the template notification letter to be sent to Individuals. 2.5 require all of its subcontractors and agents that create, receive, maintain, or transmit PHI to agree, in writing, to the same restrictions and conditions on the use and/or disclosure of PHI that apply to Business Associate; including but not limited to the extent that Business Associate provides ePHI to a subcontractor or agent, it shall require the subcontractor or agent to implement reasonable and appropriate safeguards to protect the ePHI consistent with the requirements of this BA Agreement. 2.6 make available its internal practices, books, and records relating to the use and disclosure of PHI to the Secretary of Health and Human Services for purposes of determining Covered Entity’s compliance with the Privacy Rule. 2.7 document, and within thirty (30) days after receiving a written request from Covered Entity or an Individual, make available directly to an Individual, an accounting of disclosures of PHI about the Individual, in accordance with 45 C.F.R. 164.528. 2.8 notwithstanding Section 2.7, in the event that Business Associate in connection with the Services uses or maintains an Electronic Health Record of PHI of or about an Individual, then Business Associate shall when and as reasonably directed by Covered Entity or an Individual, make an accounting of disclosures of PHI directly to an Individual within thirty (30) days after receiving a written request, in accordance with the requirements for accounting for disclosures made through an Electronic Health Record in 42 U.S.C. § 17935(c), as of its Compliance Date. 2.9 provide access, within thirty (30) days after receiving a written request from Covered Entity or an Individual, to PHI in a Designated Record Set about an Individual, directly to the Individual, in accordance with the requirements of 45 C.F.R. 164.524. 2.10 notwithstanding Section 2.9, in the event that Business Associate in connection with the Services uses or maintains an Electronic Health Record of PHI of or about an Individual, then Business Associate shall provide an electronic copy of the PHI, within thirty (30) days after receiving a written request, directly to an Individual or a third party designated by the Individual, all in accordance with 42 U.S.C. § 17935(e) as of its Compliance Date. 2.11 to the extent that the PHI in Business Associate’s possession constitutes a Designated Record Set, make available, within thirty (30) days after a written request by Covered Entity or an Individual, PHI for amendment and incorporate any amendments to the PHI, as directed by Covered Entity or an Individual, all in accordance with 45 C.F.R. § 164.526. 2.12 request, use and/or disclose only the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure; provided, that Business Associate shall comply with 42 U.S.C. § 17935(b) as of its Compliance Date. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 45 2.13 accommodate reasonable requests by Individuals for confidential communications in accordance with 45 C.F.R. 164.522(b) of the Privacy Rule. 2.14 not directly or indirectly receive remuneration in exchange for any PHI as prohibited by 42 U.S.C. § 17935(d) as of its Compliance Date. 2.15 not make or cause to be made any communication about a product or service that is prohibited by 42 U.S.C. § 17936(a) as of its Compliance Date. 2.16 not make or cause to be made any written fundraising communication that is prohibited by 42 U.S.C. § 17936(b) as of its Compliance Date. 3. RESPONSIBILITIES OF COVERED ENTITY In addition to any other obligations set forth in the Agreement, including in this BA Agreement, Covered Entity: 3.1 represents that it has ensured, and has received certification from Employer, that Employer has taken the appropriate steps in accordance with 45 C.F.R. 164.504(f) and 45 C.F.R. 164.314(b) to enable Business Associate on behalf of Covered Entity to disclose PHI to Employer, including but not limited to amending its Plan documents to incorporate, and agreeing to, the requirements set forth in 45 C.F.R. 164.504(f)(2) and 45 C.F.R. 164.314(b). Covered Entity shall ensure that only employees authorized under 45 C.F.R. 164.504(f) shall have access to the PHI disclosed by Business Associate to Employer. 3.2 will not, without Business Associate’s prior written consent, agree to an Individual’s request for a restriction pursuant to 45 C.F.R. § 164.522(a) or include any restriction in Covered Entity’s notice of privacy practices under 45 C.F.R. 164.520, to the extent such restriction may adversely affect Business Associate’s ability to use and/or disclose PHI as permitted or required under this BA Agreement. 3.3 will provide, or direct its other business associates to provide, to Business Associate only the minimum PHI necessary to accomplish the Services. 3.4 shall be responsible for using, or directing its other business associates to use, administrative, physical and technical safeguards at all times to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to the Agreement, including this BA Agreement, in accordance with the standards and requirements of HIPAA, until such PHI is received by Business Associate. 3.5 shall obtain any consent or authorization that may be required by applicable federal or state laws and regulations prior to furnishing, or directing any of its other business associates to furnish, the PHI to Business Associate. DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 46 4. PERMITTED USES AND DISCLOSURES OF PHI Unless otherwise limited herein, in addition to any other uses and/or disclosures permitted or required by this BA Agreement or the Agreement, Business Associate may: 4.1 make any and all uses and disclosures of PHI necessary to provide the Services to Covered Entity. 4.2 use and disclose to subcontractors and agents the PHI in its possession for its proper management and administration or to carry out the legal responsibilities of Business Associate, provided that any third party to which Business Associates discloses PHI for those purposes provides written assurances in advance that: (i) the information will be held confidentially and used or further disclosed only as Required by Law; (ii) the information will be used only for the purpose for which it was disclosed to the third party; and (iii) the third party promptly will notify Business Associate of any instances of which it becomes aware in which the confidentiality of the information has been breached. 4.3 de-identify any and all PHI obtained by Business Associate under this BA Agreement, which de-identified information does not constitute PHI, is not subject to this BA Agreement and may be used and disclosed on Business Associate’s own behalf, all in accordance with the de-identification requirements of the Privacy Rule. 4.4 provide Data Aggregation Services relating to the Health Care Operations of the Covered Entity, including through subcontractors and agents, all in accordance with the Privacy Rule. 4.5 identify Research projects conducted by Business Associate, its Affiliates or third parties for which PHI may be relevant; obtain on behalf of Covered Entity documentation of individual authorizations or an Institutional Review Board or privacy board waiver that meets the requirements of 45 C.F.R. 164.512(i)(1) (each an "Authorization" or "Waiver") related to such projects; provide Covered Entity with copies of such Authorizations or Waivers, subject to confidentiality obligations ("Required Documentation"); and disclose PHI for such Research provided that Business Associate does not receive Covered Entity's disapproval in writing within ten (10) days of Covered Entity's receipt of Required Documentation. 4.6 make PHI available for reviews preparatory to Research and obtain and maintain written representations in accord with 45 C.F.R. 164.512(i)(1)(ii) that the requested PHI is sought solely as necessary to prepare a Research protocol or for similar purposes preparatory to Research, that the PHI is necessary for the Research, and that no PHI will be removed in the course of the review. 4.7 use the PHI to create a Limited Data Set (“LDS”) in compliance with 45 C.F.R. 164.514(e). 4.8 use and disclose the LDS referenced in Section 4.7 solely for Research, Health Care Operations, or Public Health purposes; provided that, Business Associate shall (1) not use or further disclose the information other than as permitted by this DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 47 Section 4.8 or as otherwise Required by Law; (2) use appropriate safeguards to prevent use or disclosure of the information other than as provided for by this Section 4.8; (3) report to Covered Entity any use or disclosure of the information not provided for by this Section 4.8 of which Business Associate becomes aware; (4) ensure that any agents or subcontractors to whom Business Associate provides the LDS agrees to the same restrictions and conditions that apply to Business Associate with respect to such information; and (5) not identify the information or contact the individuals. 5. TERMINATION AND COOPERATION 5.1 Term. The Term of this BA Agreement shall be effective as of the Effective Date, and shall terminate upon the final expiration or termination of the Agreement unless earlier terminated in accordance with Section 5.2 of this BA Agreement. 5.2 Termination. If either Party knows of a pattern of activity or practice of the other Party that constitutes a material breach or violation of this BA Agreement then the non-breaching Party shall provide written notice of the breach or violation to the other Party that specifies the nature of the breach or violation. The breaching Party must cure the breach or end the violation on or before sixty (60) days after receipt of the written notice. In the absence of a cure reasonably satisfactory to the non-breaching Party within the specified timeframe, or in the event the breach is reasonably incapable of cure, then the non-breaching Party may do the following: (i) if feasible, terminate the Agreement, including this BA Agreement; or (ii) if termination of the Agreement is infeasible, report the issue to HHS. 5.3 Effect of Termination or Expiration. Within sixty (60) days after the termination or expiration of the Agreement and/or this BA Agreement, Business Associate shall return or destroy all PHI, if feasible to do so, including all PHI in possession of Business Associate’s agents or subcontractors. If Business Associate determines that return or destruction of the PHI is not feasible, Business Associate may retain the PHI subject to this Section 5.3. Under any circumstances, Business Associate shall extend any and all protections, limitations and restrictions contained in this BA Agreement to Business Associate’s use and/or disclosure of any PHI retained after the expiration or termination of the Agreement and/or this BA Agreement, and shall limit any further uses and/or disclosures solely to the purposes that make return or destruction of the PHI infeasible. 5.4 Cooperation. Each Party shall cooperate in good faith in all respects with the other Party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry. 6. MISCELLANEOUS 6.1 Contradictory Terms; Construction of Terms. Any other provision of the Agreement that is directly contradictory to one or more terms of this BA DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 48 Agreement (“Contradictory Term”) shall be superseded by the terms of this BA Agreement to the extent and only to the extent of the contradiction, only for the purpose of Covered Entity’s and Business Associate’s compliance with HIPAA and ARRA, and only to the extent reasonably impossible to comply with both the Contradictory Term and the terms of this BA Agreement. The terms of this BA Agreement to the extent they are unclear shall be construed to allow for compliance by Covered Entity and Business Associate with HIPAA and ARRA. 6.2 No Third Party Beneficiaries. Nothing in this BA Agreement shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. 6.3 Survival. Sections 4.8, 5.3, 5.4, 6.1, 6.2, and 6.3 shall survive the expiration or termination for any reason of the Agreement and/or of this BA Agreement. 6.4 Independent Contractor. Business Associate and Covered Entity are and shall remain independent contractors throughout the term. Nothing in this BA Agreement or otherwise in the Agreement shall be construed to constitute Business Associate and Covered Entity as partners, joint venturers, agents or anything other than independent contractors. IN WITNESS WHEREOF, the parties have signed this BA Agreement on the dates indicated below. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: UMR, INC. By: Printed: Title: Date: DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 7/12/2022 Regional Contract Manager Holly Durinick 7/22/2022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 888-299-6422 2,000,000 05/01/2023 HWXJUB-472M4779-TIL-22 (XWC OH) CHI-010103840-01 2,000,000 UB-6R80648A-22-NC-R (MA & WI) X N/A Attn: Healthcare.AccountsCSS@marsh.com Fax: 212-948-1307 N X05/01/2022 7 05/01/2024 eis@uhg.com C 4,000,000 MWZY315405-24 2,000,000 (SIR $2M - XWC OH) 25674 N/A 2,000,000 X 07/12/2022 05/01/2022 RE: CONTRACT#: 76411027 X 05/01/2022 FORT COLLINS, CO 80521-2719 CITY OF FORT COLLINS C Travelers Property Casualty Company of America CN101631729-ALL-GAWUP-22-24 2,500 05/01/2023 C 4,000,000 24147 1,000,000 2,000,000 UB-6R864629-22-NC-T (AOS) 333 South 7th Street, Suite 1400 Marsh USA Inc. Minneapolis, MN 55402-2400 C/O UNITEDHEALTH GROUP UMR MINNETONKA, MN 553439900 BREN RD EAST 300 LA PORTE AVE 05/01/2022 Enterprise Risk Financing & Insurance 05/01/2023 A (952) 936-1650 Old Republic Insurance Company DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 888-299-6422 2,000,000 05/01/2023 HWXJUB-472M4779-TIL-22 (XWC OH) CHI-010103840-02 2,000,000 UB-6R80648A-22-NC-R (MA & WI) X N/A Attn: Healthcare.AccountsCSS@marsh.com Fax: 212-948-1307 N X05/01/2022 10 05/01/2024 eis@uhg.com C 4,000,000 MWZY315405-24 2,000,000 (SIR $2M - XWC OH) 25674 N/A 2,000,000 X SUCH STATUS BY WRITTEN CONTRACT OR AGREEMENT, ONLY TO THE MINIMUM EXTENT REQUIRED AND SUBJECT TO POLICY TERMS AND CONDITIONS. 07/20/2022 05/01/2022 RE: CONTRACT#: 76411027 ADDITIONAL INSURED: CITY OF FORT COLLINS X 05/01/2022 FORT COLLINS, CO 80521-2719 CITY OF FORT COLLINS THE GENERAL LIABILITY POLICY INCLUDES A BLANKET ADDITIONAL INSURED ENDORSEMENT FOR PERSONS OR ORGANIZATIONS WHERE THE NAMED INSURED IS OBLIGATED TO PROVIDE C Travelers Property Casualty Company of America CN101631729-ALL-GAWUP-22-24 2,500 05/01/2023 C 4,000,000 24147 1,000,000 2,000,000 UB-6R864629-22-NC-T (AOS) 333 South 7th Street, Suite 1400 Marsh USA Inc. Minneapolis, MN 55402-2400 C/O UNITEDHEALTH GROUP UMR MINNETONKA, MN 55343 9900 BREN RD EAST 300 LA PORTE AVE 05/01/2022 Enterprise Risk Financing & Insurance 05/01/2023 A (952) 936-1650 Old Republic Insurance Company DocuSign Envelope ID: 210A326F-0F7F-4B83-AE85-9F2BA899B155