WIC COLLABORATION AGMT WITH UHC SERVICES.PDF

COMMUNITY SERVICES COLLABORATION AGREEMENT
THIS COLLABORATION AGREEMENT (this “Agreement”) is made and entered into effective as of
November 7, 2015, regardless of the execution date hereof (the “Effective Date”), by and between United
HealthCare Services, Inc., on behalf of itself and its affiliates (“United”) and Maricopa County
Department of Public Health (“The County”) for the purpose of setting forth the terms and conditions
under which The County shall provide certain outreach and coordination of community services to
community members. For services provided on or after its Effective Date, this Agreement supersedes and
replaces any and all other agreements, whether written or oral, between the parties regarding the subject
matter contained herein.
WHEREAS, The County and United are entering into a relationship whereby The County will act as a
primary the County in connection with providing certain outreach and coordination of community
services to Guests (the “Services”);
WHEREAS, the parties desire to enter into this Agreement to outline obligations and responsibilities of
both The County and United related to the provision of the Services by The County;
NOW THEREFORE, in consideration of the terms and conditions set forth herein, the receipt and
sufficiency of which are hereby acknowledged, The County and United hereby agree as follows:
SECTION 1
DEFINITIONS
1.1 Member is a person eligible and enrolled to received coverage from an affiliate of United.
1.2 Consumer may be a Member or another person not enrolled to receive coverage from an affiliate of
United to whom United wants to refer to The County for Services.
1.3 Change in Control means (a) the acquisition by any person, entity or group of beneficial
ownership of twenty percent (20%) or more of the outstanding shares of common stock of The
County, or any entity which controls or is a parent company of The County (a “The County
Parent”) or the combined voting power of The County’s (or of any The County Parent’s) then-
outstanding voting securities in a single transaction or series of related transactions; (b) a change in
fifty percent (50% or more of the management committee or board of directors of The County (or
any The County Parent) in any twelve (12) month period; (c) a reorganization, merger,
consolidation or share exchange in which the shareholders of interests in The County or of any The
County Parent immediately prior to such transaction hold less than fifty-one percent (51%) of the
outstanding interests in The County (or any The County Parent), as applicable) after such
transaction; (d) the sale (in a single transaction or a series of related transactions of either: (i) all or
substantially all of the assets of The County or The County Parent, or (ii) the assets which are used
to provide Services to United hereunder; or (e) the first purchase of any tender offer or exchange
offer pursuant to which interests of The County (or of The County Parent) common stock or other
voting securities are purchased.
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SECTION 2
THE COUNTY SERVICES
2.1 Services. The County and United shall perform their respective Services as described and outlined,
and at the locations identified, in Exhibit A (the “Location and Services Addendum”).
2.2 The County Personnel. United and The County acknowledge that The County may assign certain
of its personnel or volunteers (or that of its affiliates) to perform Services under this Agreement. The
County is solely responsible for any payment of compensation and provision of benefits to its personnel
assigned to perform Services and shall otherwise be solely responsible for its personnel and volunteers
performing Services.
2.3 Timely and Satisfactory Performance. Each of United and The County shall be responsible for
the timely and satisfactory performance by any and all of its personnel. Neither party’s personnel providing
Services under this Agreement shall be deemed an employee of the other party.
2.4 Representation and Warranties of The County. The County, by virtue of its execution and
delivery of this Agreement, represents and warrants as follows:
(a) The County is a duly organized and validly existing legal entity in good standing under the
laws of its jurisdiction of organization.
(b) The County has all requisite corporate power and authority to conduct its business as
presently conducted, and to execute, deliver and perform its obligations under this Agreement. The
execution, delivery and performance of this Agreement by The County have been duly and validly
authorized by all action necessary under its organizational documents and applicable corporate law.
This Agreement has been duly and validly executed and delivered by The County and (assuming
the due authorization, execution and delivery of this Agreement by United) constitutes a valid and
binding obligation of The County, enforceable against The County in accordance with its terms,
except as such enforceability may be limited by the availability of equitable remedies or defenses
and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally.
(c) The execution, delivery and performance of this Agreement by The County does not and
will not violate or conflict with (a) any material agreement or instrument to which The County is a
party or by which The County or any material part of its property is bound, or; (b) applicable law.
(d) The County has obtained and holds all registrations, permits, licenses, and other approvals
and consents, and has made all filings, that it is required to obtain from or make with all
governmental entities under applicable law in order to conduct its business as presently conducted
and to enter into and perform its obligations under this Agreement.
2.5 Nondiscrimination. The County shall not discriminate against any Guest, with regard to quality of
Service or accessibility of Services, on the basis that such Guest is or is not a Member.
2.6 Licensure. The County will maintain, without restriction, such licensure, registration and permits
necessary to enable The County to lawfully perform the Services under this Agreement.
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2.7 Validation. Depending on the Services The County provides, United will perform a validation of
The County to verify its organizational structure, maintenance, operation, policies and procedures, licensure,
and other criteria that United deems necessary in order to allow The County to perform Services under this
Agreement. The County shall cooperate with United in providing necessary documentation or attestations
needed by United in connection with this validation. If at any time The County fails to become duly
validated by United to perform the Services, then (i) such may be considered a material breach of this
Agreement, or (ii) United may suspend the performance of all or any portion of The County’s Services until
such time as The County has again become duly validated by United to perform such Services.
2.8 Insurance. During the term of this Agreement, The County will obtain and maintain, at is sole cost
and expense, the insurance in the types and amounts outlined below or as required by applicable law,
whichever is greater, and any such additional insurance necessary to insure against claims that may arise
from or in connection with its obligations under this Agreement, whether such obligations are performed by
or on behalf of The County. Such insurance shall be issued by insurance companies authorized to conduct
business within the jurisdiction in which the Services are provided, with a minimum A.M. Best Rating of A-
VII.
Coverage Type Minimum Limits of Liability
Commercial General • Amounts should be customary and consistent with industry standards for
Liability Services being provided by The County, and should cover the actions of any
volunteers of The County who may perform Services.
Business Automobile This coverage is only required if The County is providing transportation of
Liability Guests as part of its Services, or if The County will otherwise be providing
transportation to guests in connection with the Services.
$1,000,000 combined single limit per accident
Worker’s Compensation In accordance with the laws of the country, state, or province, or territory exercising
jurisdiction over employees
Professional Liability / This coverage is only required if the performance of the Services require The
Errors & Omissions County to exercise professional/technical knowledge or training, so that if The
Liability County fails to properly exercise its skills, it could be liable for such failure.
 $1,000,000 each claim/occurrence
 $3,000,000 aggregate
Third Party Crime  $1,000,000 each claim/occurrence
This coverage is only required if The County is anticipated to be providing
Services in a Guest’s residence, or will have significant access to a Guest’s
personal property.
$1,000,000 aggregate
Prior to the effective Date of this Agreement and upon written request, The County shall submit to United,
in writing, evidence of insurance coverage. The County shall give United thirty (30) days written notice in
the event of any termination, or cancellation in such insurance.
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2.9 Consent and Release; Use of Marks.
(a) The County Testimonials.
(i) United may request that The County provide a testimonial regarding its
organization and Services. To the extent that The County agrees to provide such a
testimonial, The County agrees to make employees or representatives available to provide
such testimonial, and United shall be responsible for obtaining an authorization and release
from such employees or representatives. To the extent that anything in the testimonial is
considered a likeness, biographical information, statements, or other information to which
The County has the sole and exclusive rights, The County grants to United the right to use
such information in the Testimonial in connection with United’s own advertising, publicity,
educational, and promotional purposes. Such grant shall provide United with the
unrestricted and unending right to reproduce, copy, modify, create derivatives of, or use
such information in the testimonial.
(ii) Either in connection with testimonials under Section 2.9(a), or otherwise in
connection with promoting The County’s services in accordance with this Agreement, The
County grants to United a limited, non-sub licensable, non-exclusive, non-transferable
license to use within the United States the name, logo, taglines, and registered or common
law service marks or trademarks (the “Licensed Marks”) of The County.
(A) United agrees that, as between the parties, (i) the Licensed Marks are
owned solely and exclusively by The County or its affiliates, (ii) except as set forth
in this Section 2.9(b), United has no rights, title or interest in or to any Licensed
Marks, (iii) at no time, either while this Agreement is in effect or thereafter, will
United claim any ownership in the Licensed Marks or the goodwill associated
therewith, attach the title or any rights of United or its affiliates in the Licensed
Marks or apply to register the Licensed Marks or any confusingly similar marks,
and (iv) all use of the Licensed Marks by United shall inure to the benefit of The
County.
(B) United shall be solely responsible for all costs and expenses related to its
use of the Licensed Marks. United will at all times reasonably observe and comply
with all specified requirements of The County and applicable law with reference to
the proper use of the Licensed Marks. United shall not use any Licensed Marks, or
other The County names or marks, without The County’s prior written approval in
each instance. United will send to The County for prior approval samples of all
proposed materials that use the Licensed Marks.
(b) In connection with The County’s provision of certain Services, United may provide The
County with co-branded signage, marketing and promotional materials (the “Co-Branded
Materials”). The County may not in any way alter or reproduce such materials without United’s
prior written consent. The County may only use the Co-Branded Materials in connection with its
provision of Services under this Agreement. United hereby grants to The County a limited, non-sub
licensable, non-exclusive, non-transferable license within the United States to the name, logo,
taglines, and registered or common law service marks or trademarks (the “United Licensed
Marks”), solely in connection with The County’s use of the Co-Branded Materials. The County
may not otherwise use any United Licensed Marks without the prior written consent of United.
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SECTION 3
[RESERVED]
SECTION 4
INFORMATION; BOOKS AND RECORDS
4.1 Confidential Business Information. The County acknowledges that, in the course of providing
Services to United, The County may become aware of or come into possession of certain confidential or
proprietary information and documents of United. For purposes of this Agreement, “Confidential and
Proprietary Information” means all information furnished or made available by United in connection with
this Agreement, whether prior or subsequent to the signing hereof, including, but not limited to, protected
health information (“PHI”) of Members; trade secrets; business projections/forecasts and documents;
marketing studies; sales methods; costs; pricing; discounts; business plans; technical and non-technical data;
computer programs and software; methods, techniques, computer code and all other materials, whether
written or oral, tangible or intangible with respect to this Agreement and the obligations of the respective
parties and the services provided hereunder, whether or not such Confidential and Proprietary Information is
designated as being confidential and which has not been publicly disclosed. Confidential and Proprietary
information may be disclosed to The County orally, in writing, by samples, by inspections, or in a tangible
medium.
The County agrees as follows:
(a) To maintain the confidentiality of United’s Confidential and Proprietary Information,
including, but not limited to, providing the same degree of care to avoid disclosure or unauthorized
use of the Confidential and Proprietary Information as The County provides to its own confidential
and proprietary information, and retaining the Confidential and Proprietary Information in a secure
place with access limited to only those persons who have a need to know such information in
connection with performance under this Agreement;
(b) To direct its personnel to maintain such confidentiality of United’s Confidential and
Proprietary Information;
(c) To not disclose to any third party, including but not limited to subcontractors, any of
United’s Confidential and Proprietary Information without United’s prior written permission;
(d) To not copy any of United’s Confidential and Proprietary Information without United’s
prior written permission;
(e) To not use United’s Confidential and Proprietary Information for any purpose other than
performing Services under this Agreement without United’s prior, written permission;
(f) To return all copies of any Confidential and Proprietary Information upon any request by
United to do so;
(g) To indemnify and hold harmless United from any and all loss which may result from
unauthorized disclosure of the Confidential and Proprietary Information; and
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(h) To immediately notify United of any information which comes to The County’s attention
which indicates that there may have been a loss of confidentiality or unauthorized use of such
Confidential and Proprietary Information.
All Confidential and Proprietary Information shall remain United property. United and The County agree
that should this Agreement be breached, money damages alone would be inadequate compensation.
Accordingly, in addition to any other remedies available by law or in equity, any court of competent
jurisdiction may also enjoin the disclosure or use by The County of any Confidential and Proprietary
Information.
The County shall have no obligation to keep confidential information which: (a) on the date hereof is
generally known to the public; (b) subsequent to disclosure hereunder is lawfully received from a third party
having rights therein without restriction of dissemination; (c) prior to disclosure hereunder was within the
legitimate possession of The County and which can be confirmed by contemporaneous written
documentation; (d) the release of which is authorized previously in writing by United; or (e) is ordered to be
produced by a court of competent jurisdiction, but provided that The County gives United ten (10) days
written notice prior to such production.
This section shall survive any termination of this Agreement.
4.2 Ownership of Work Product. The County acknowledges that any work product of any type
generated by The County and its personnel pursuant to this Agreement belongs solely to United and The
County hereby assigns and transfers to United any and all rights which The County might have asserted to
such work product, including any copyright, patent, trademark, trade secret, or other intellectual property
rights. The County and its personnel shall cooperate with United and shall execute any documentation
required by United to assert or protect its property rights in the work product. Notwithstanding the
foregoing, The County and United agree that although the deliverables for the services as outlined in
Services Addendum shall constitute work product, no tools used or customized by The County to perform
the Services shall be considered work product under this Section 4.2. This section shall survive any
termination of this Agreement.
4.3 Records. The County shall maintain books and records that are usual and customary for the
services provided under this Agreement. All such books and records shall be maintained in accordance
with prudent standards of insurance industry recordkeeping and all applicable laws and regulations. The
County shall preserve such records as required by applicable law or regulation.
4.4 Request of Records. Upon reasonable notice, during normal business hours and at a reasonable
time and place, United or its designee shall have the right to request any records of The County that
relate to The County’s obligations under this Agreement.
4.5 Government Access to Records. Federal, state, and local government agencies including, but
not limited to, the U.S. Department of Health and Human Services, the U.S. Comptroller General, other
state and federal officials, or their designees shall have the right to inspect, evaluate and audit, and
United and The County are authorized to release, all information and records or copies of such within the
possession of United or The County that are pertinent to and involve transactions related to this
Agreement if such access is necessary to comply with statutes, regulations or accreditation standards
applicable to United or The County. Said government agencies may also evaluate, through inspection or
other means, the quality, appropriateness and timeliness of services provided under this Agreement and
compliance herewith.
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SECTION 5
REGULATORY COMPLIANCE
5.1 Protected Information. The County understands and acknowledges that Exhibit C (HIPAA and
GLBA) attached hereto will apply in the event The County provides Services to United pursuant to which
The County has access to, receives from, creates, or receives on behalf of United Protected Health
Information, or The County has access to, creates, receives, maintains or transmits on behalf of United
Electronic Protected Health Information (as those terms are defined under the privacy or security
regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996
(“HIPAA”) and Subtitle D of the Health Information Technology for Economic and Clinical Health Act
provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”), and/or nonpublic during
the performance of its obligations under this Agreement.
5.2 Regulatory Appendices. Contract provisions that are necessary to comply with the legal or
regulatory requirements of certain jurisdictions or regulatory agencies will be set forth in individual
appendices attached to this Agreement and made a part hereof (the “Appendices”), including but not
limited to, the Master Community and State Appendix, attached hereto as Exhibit D.. The County shall
comply and shall require its personnel to comply with the applicable terms and conditions of such
Appendices. In the event of a conflict between the provisions of the main body of this Agreement and an
Appendix, the terms of the Appendix will control.
5.3 Compliance with Laws. The County and United agree to comply with all applicable federal,
state and local laws in connection with the performance of their obligations under this Agreement.
SECTION 6
TERM; TERMINATION
6.1 Term. This Agreement shall begin on the Effective Date and shall remain in effect until terminated
by either party pursuant to Section 6.2.
6.2 Termination. This Agreement may be terminated as follows:
(a) By mutual written agreement of the parties;
(b) By either party, with or without cause, upon at least sixty (60) days prior written notice
to the other party;
(c) By either party, upon at least thirty (30) days prior written notice to the other party in the
event of a material breach of this Agreement by the other party, unless the material breach has
been cured or a reasonable corrective action plan has been developed and approved by the other
party, such approval shall not be unreasonably withheld, before the end of the thirty (30) day
notice period.
(d) By either party, immediately upon written notice to the other party in the event either
party becomes insolvent or is adjudicated as a bankrupt entity, or its business comes into
possession or control, even temporarily, of any trustee in bankruptcy, or a receiver is appointed
for it, or it makes a general assignment for the benefit of creditors, unless the other party elects in
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writing to forego termination of this Agreement;
(e) By United immediately if (i) any governmental agency or authority (including Medicare
or Medicaid) sanctions The County, or (ii) The County loses applicable licensure, permit or other
approval required to provide Services under this Agreement;
(f) By United, immediately and in its sole discretion, in the event of a Change of Control (as
defined Section 1) of The County. The County shall give United ninety days written notice (or
more if practicable) prior to the closing date of any such transaction and shall provide such
information regarding the transaction as United by reasonably request. Upon written request by
Vendor following such written notice to United, United shall confirm for Vendor whether the
proposed Change of Control
(f) This Agreement shall automatically terminate upon cessation of operations of United or
The County. Notice of cessation of operations shall be provided to the other party as soon as
practical.
6.3 Effect of Termination. Notwithstanding anything in this Section 6, The County shall continue to
actively service any referred Guests after the termination of this Agreement, in accordance with The
County’s normal operating procedures and the terms of this Agreement, until United has transferred such
Guest to another Collaborator.
SECTION 7
MISCELLANEOUS
7.1 Relationship of Parties. The sole relationship of the parties is that of independent contractors and
nothing in this Agreement or otherwise shall be deemed or construed to create any other relationship,
including one of employment, joint venture, or agency. The County shall be solely responsible for any taxes
of any type, including social security taxes, workers' compensation taxes or costs, unemployment
compensation taxes or costs, or any other similar taxes, costs, or charges or any other taxes or charges
related to The County's or The County's personnel's receipt of compensation and performance of Services
under this Agreement, and shall indemnify and hold United harmless against any such taxes or charges.
This section shall survive any termination of this Agreement.
7.2 Disputes. United and The County shall work together in good faith to resolve any disputes about
their business relationship. If the parties are unable to resolve the dispute within thirty (30) days following
the date one party sent written notice of the dispute to the other party and if United or The County wishes to
pursue the dispute, it shall be submitted to binding arbitration in accordance with the rules of the American
Arbitration Association. In no event may arbitration be initiated more than one (1) year following the
sending of written notice of the dispute. The arbitrators may construe or interpret but shall not vary or
ignore the terms of this Agreement, shall have no authority to award any punitive or exemplary damages,
and shall be bound by controlling law. The decision of the arbitrator(s) on the points in dispute will be
binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties
acknowledge that because this Agreement affects interstate commerce, the Federal Arbitration Act applies.
In the event that any portion of this section or any part of this Agreement is deemed to be unlawful, invalid
or unenforceable, such unlawfulness, invalidity or unenforceability shall not serve to invalidate any other
part of this section or Agreement. In the event any court determines that this arbitration procedure is not
binding or otherwise allows litigation involving a dispute to proceed, the parties hereby waive any and all
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right to trial by jury in, or with respect to, such litigation. Such litigation would instead proceed with the
judge as the finder of fact.
This section shall govern any dispute between the parties arising before or after execution of this
Agreement and shall survive any termination of this Agreement.
7.5 Severability. If any provision of this Agreement shall be held invalid by any court of competent
jurisdiction, such provision shall be modified to the extent necessary to make it enforceable or, if
necessary, shall be inoperative, and the remainder of this Agreement shall remain binding upon The
County and United.
7.6 Counterparts. This Agreement may be executed in several counterparts, each of which shall be
an original, and all of which together shall constitute but one and the same instrument, and sent via
facsimile.
7.7 No Third Party Beneficiaries. This Agreement confers no rights whatsoever upon any persons,
other than The County and United.
7.8 Waiver. No failure on the part of either The County or United to exercise, and no delay in
exercising, any right under this Agreement shall operate as waiver thereof, nor shall any single or partial
exercise of any right under this Agreement by The County or United preclude any other or further
exercise of any other right and no waiver shall be valid unless in a signed writing, and then only to the
extent specifically set forth in such writing. No waiver of any right under this Agreement shall operate as
a waiver of any other or of the same or similar right on another occasion.
7.9 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State in which The County provides the Services, without giving effect
to conflicts of law principles. The County and United also consent to personal jurisdiction over them in
the courts of the State of Arizona.
7.10 Notices. All notices, demands or other communications hereunder shall be in writing and may
be sent by: (i) personal delivery; (ii) commercial messenger service overnight delivery; (iii) United States
Postal Service; or (iv) facsimile transmission with electronic confirmation of successful transmission.
Irrespective of the manner of delivery or transmission used, all such notices shall be properly addressed
and directed with postage or delivery charges prepaid (if any) to the party at its respective address or
facsimile number set forth below or to such other address which any party may designate in writing in
accordance with the provisions of this section. Notwithstanding the foregoing, all notices of termination
of this Agreement by either party must be sent by certified mail, return receipt requested. Notices sent by
either personal delivery or facsimile transmission shall be deemed given upon independent written
verification of receipt. Notices sent via overnight delivery shall be deemed given on the next business
day. All other notices sent by either registered or certified mail shall be deemed given three (3) business
days from mailing.
7.11 Headings. The section headings contained in this Agreement are not part of this Agreement, are
for the convenience of reference only, and shall not affect the meaning, construction or interpretation of
this Agreement.
7.12 Assignment. This Agreement may not be assigned by either The County or United without the
prior written consent of the other party, which consent may not be unreasonably withheld.
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7.13 Amendment. Any amendment to this Agreement must be in writing and signed by both The
County and United, except that United may amend this Agreement unilaterally to comply with the
requirements of state and federal regulatory authorities. United shall give written notice to The County
of such amendment and its effective date.
7.14 Agreement as Confidential. The County shall treat this Agreement as confidential and shall not
disclose its terms to any third party.
7.15 Remedies. The County acknowledges that United’s remedies at law for any breach of The
County’s obligations under this Agreement would be inadequate. Therefore, The County agrees that in the
event of a breach or threatened breach of any of its obligations under this Agreement, United shall be
entitled to injunctive relief compelling specific performance of, or other compliance with, the terms of this
Agreement. Such relief shall be in addition to all other remedies available to United at law, in equity or
otherwise.
7.16 Indemnification. The County shall indemnify and hold United harmless from and against any and
all liabilities, including, but not limited to losses, penalties, fines, costs, damages, claims, causes of action,
and expenses incurred by United, including reasonable attorneys’ fees arising out (i) The County’s
performance of the Services hereunder, (ii) The County’s, or any of its employee’s or volunteer’s willful
misconduct or negligent, or grossly negligent, acts or omissions, (iii) The County’s, or any of its employee’s
or volunteer’s, violations of applicable law, (iv) The County’s breach of its obligations under this
Agreement, including but not limited to breaches of its obligations under the regulatory compliance
provisions in Section 5 above, and (v) any act or omission by The County that results in unauthorized access
into any United system, network, data or other technology.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[Signature page to follow.]
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THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE
ENFORCED BY THE PARTIES.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the
Effective Date.
UNITED HEALTHCARE SERVICES, INC. MARICOPA COUNTY BY AND THROUGH
IT’S DEPARTMENT OF PUBLIC HEALTH
By ______________________________ By _________________________________
Print Name _________________________ Print Name _Clint Hickman _____________
Print Title __________________________ Print Title _Chairman, Board of Supervisors_
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney Date
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EXHIBITS APPLICABLE TO THIS AGREEMENT
Those Exhibits checked below shall apply to this Agreement:
__x__ Exhibit A: Location and Services Addendum
_____ Exhibit B: [Reserved]
__x__ Exhibit C: HIPAA and GLBA (Business Associate Agreement)
__x__ Exhibit D: Master Community & State Appendix
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EXHIBIT A
LOCATION AND SERVICES ADDENDUM
THE COUNTY LOCATIONS: The locations from which The County will be authorized to perform the
Services will be as determined and recorded by UHS as part of The County’s validation process.
SERVICE DESCRIPTION (the “Services”):
The County Services
Where checked and initialed, The County shall provide the following Services:
General Services
 The County will develop internal performance measurements to evaluate internal efficiencies
programming benchmarks and outcomes.
 The County will support efforts of United’s research & evaluation contract with any organizations or
consultants designated by United to assist with such research or evaluation.
 The County will support United IT team in the development and implementation of the intake platform,
as needed.
 The County will provide technological assessments and planning for appropriate technology solutions
needed for the implementation of the intake tool and other collaboration with United in connection with
the Services.
 The County shall provide to United high level costs of Services provided to Guests to demonstrate the
value of Services for the health and well-being of Guests and for data analytics.
Community Resource Referral The County
 The County shall act as a Tier 1 Community Resource for referrals.
As A Tier 1 Community Resource for referrals, United will refer Guests to receive Services from
The County. In order to qualify as a Tier 1 Community Resource, The County must undergo
validation by United in accordance with Section 2.6 of the Agreement. The County must also
comply with the requirements listed below. The County will perform the types of Services as they
are approved to perform through its validation.
The County shall cooperate with United’s reasonable request to provide information that
United needs to obtain Guest consent required to authorize The County to access required
information in connection with performing any Service.
The County will outreach to members and update case statuses, and perform all other tasks as
outlined in the United policies and procedures for participating in the Community Resource
Referral Network, a copy of which will be provided by United to The County.
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The County will establish and maintain internet access and email, and smart device capability
(phones, tablets, ipads, etc.), as deemed necessary, for its personnel performing the Services.
Such devices must allow The County personnel to send and receive text message and use the
applications requested by United to communicate with Guests and United.
The County shall utilize United provided electronic applications in connection with its
performance of the Services, including the intake platform.
In connection with Services provided to any Guest, The County shall be solely responsible
and liable for performing the Services with respect to any Guest. The County acknowledges
that it will not receive, nor be entitled to any fee, costs, expenses, or other remuneration in
connection with its performance of Services to Guests under this Agreement.
Other Services
 The County shall: N/A
United Services
Where checked, United shall provide the following Services:
 Participate in scheduled Executive Steering Committee meetings, and staff at Joint Operating
Committee implementation meetings.
 Provide promotional and marketing services to promote the The County’s Services, including
listing The County in the United Community Referral Finder and video testimonial.
 Provide electronic applications and report to receive and coordinate Services provided by The
County. United shall also provide training and support for the use of the tools and applications.
Such reporting will allow The County to track activities by type, fulfillment and outcomes related to
the Services provided by The County.
 With respect to the operation of the Center, United shall provide reporting about Center utilization,
and assist in developing goals and marketing of the Center. United will also assist in bringing other
Collaborators to participate in the Center.
 United may participate in outcomes related research with third parties related to the operation of the
Center, or the myCommunity Connect program, under which The County is providing services.
 United will provide reports to The County that will allow The County to track the volume of
activities by type, fulfillment and outcome.
 Provide resources to support implementation and on-going operations to ensure the success of the
Program.
 Assist with grant proposals and other funding efforts by providing positive impact and results from
the collaboration of United and The County under this Agreement, to the extent available.
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EXHIBIT C
HIPAA and GLBA
(BUSINESS ASSOCIATE AGREEMENT)
The parties hereby agree as follows:
1. DEFINITIONS
1.1 All capitalized terms used in this Exhibit not otherwise defined in this Exhibit or 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. To the extent a term is defined in both the Agreement and in this
Exhibit, or in HIPAA or ARRA, the definition in this Exhibit, or in HIPAA or ARRA, shall govern.
1.2 “Affiliate” as used in this Exhibit, means any subsidiary of UnitedHealth Group Inc.
1.3 “ARRA” means Subtitle D of 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 Exhibit 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” means 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” means, 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 Exhibit, the Compliance Date shall
mean that effective date of this Exhibit.
1.6 “Electronic Protected Health Information” (“ePHI”) means PHI as defined in Section 1.7
that is transmitted or maintained in electronic media.
1.7 “PHI” means 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, UNITED
(for itself and/or applicable Covered Entity Members) by The County pursuant to performance of the
Services.
1.8 “Privacy Rule” means 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” means 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” as used in this Exhibit, means, to the extent and only to the extent they
involve the creation, use or disclosure of PHI, the Services provided by The County to United under the
Agreement.
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2. RESPONSIBILITIES OF THE COUNTY
With regard to its use and/or disclosure of PHI, The County agrees to:
2.1 use and/or disclose PHI only as necessary to provide the Services, as permitted or
required by this Exhibit, 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 Exhibit; (ii) reasonably and
appropriately protect the confidentiality, integrity, and availability of the ePHI that The County creates,
receives, maintains, or transmits on behalf of United; 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, and in any event on or before thirty (30) days after its
discovery by The County, report to United: (i) any use or disclosure of PHI not provided for by this
Exhibit of which it becomes aware in accordance with 45 C.F.R. § 164.504(e)(2)(ii)(C); and/or (ii) any
Security Incident of which The County becomes aware in accordance with 45 C.F.R. § 164.314(a)(2)(C).
2.4 without unreasonable delay, and in any event on or before thirty (30) days after its
Discovery by The County, notify United of any incident that involves an unauthorized acquisition,
access, use, or disclosure of PHI, even if The County believes the incident will not rise to the level of a
Breach. The notification shall include, to the extent possible, and shall be supplemented on an ongoing
basis with: (i) the identification of all individuals whose Unsecured PHI was or is believed to have been
involved; (ii) all other information reasonably requested by United to enable United to perform and
document a risk assessment in accordance with 45 C.F.R. Part 164 subpart D with respect to the incident
to determine whether a Breach of Unsecured PHI occurred; and (iii) all other information reasonably
necessary to provide notice to the applicable Covered Entities, individuals, HHS and/or the media, all 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. Notwithstanding the
foregoing, in United’ sole discretion and in accordance with its directions, The County shall conduct, or
pay the costs of conducting, an investigation of any incident required to be reported under this Section
2.4. The County shall also pay the costs associated with United’ provision of any required notices due to
Breaches reported by The County to United under this Section 2.4.
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 The County; including but not limited to the extent that The County 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 Exhibit and including, at a minimum,
compliance with the requirements of Section 2.4.
2.6 make available its internal practices, books, and records relating to the use and disclosure
of PHI to the Secretary for purposes of determining the applicable Covered Entity’s compliance with the
Privacy Rule.
2.7 document, and within thirty (30) days after receiving a written request from United,
make available to United information necessary for United or its applicable Covered Entity Member to
make an accounting of disclosures of PHI about an Individual or, when and as directed by United, make
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that information available directly to an Individual, all in accordance with 45 C.F.R. § 164.528 and, as of
its Compliance Date, in accordance with the requirements for accounting for disclosures made through an
Electronic Health Record in 42 U.S.C. 17935(c).
2.8 provide access to United, within thirty (30) days after receiving a written request from
United, to PHI in a Designated Record Set about an Individual, or when and as directed by United,
provide that access directly to an Individual, all in accordance with the requirements of 45 C.F.R. §
164.524.
2.9 notwithstanding Section 2.8, in the event that The County in connection with the
Services uses or maintains an Electronic Health Record of PHI of or about an Individual, then The
County shall provide an electronic copy (at the request of United, and in the reasonable time and manner
requested by United) of the PHI, to United or, when and as directed by United, 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.
2.10 to the extent that the PHI in The County’s possession constitutes a Designated Record
Set, make available, within thirty (30) days after a written request by United, PHI for amendment and
incorporate any amendments to the PHI as directed by United, all in accordance with 45 C.F.R. §
164.526.
2.11 accommodate reasonable requests for confidential communications in accordance with
45 C.F.R. § 164.522(b), as directed by United or, if applicable, as directed by the Individual to whom the
PHI relates.
2.12 notify United in writing within five (5) days after The County’s receipt directly from an
Individual of any request for an accounting of disclosures, access to, or amendment of PHI or for
confidential communications as contemplated in Sections 2.7-2.11.
2.13 request, use and/or disclose only the minimum amount of PHI necessary to accomplish
the purpose of the request, use or disclosure; provided, that The County shall comply with 42 U.S.C. §
17935(b) as of its Compliance Date.
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.
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2.17 mitigate, to the extent practicable, any harmful effect that is known to The County of a
use or disclosure of PHI by The County that is not permitted by the requirements of this Exhibit.
2.18 comply with all applicable federal, state and local laws and regulations.
2.19 not use, transfer, transmit, or otherwise send or make available, any PHI outside of the
geographic confines of the United States of America without United’ advance written consent.
2.20 Government Program Requirements. To the extent that The County receives, uses or
discloses PHI pertaining to individuals enrolled in managed care plans through which United or one or
more of its affiliates participate in government funded health care programs, receipt use and disclosure of
the PHI pertaining to those individuals shall comply with the applicable program requirements.
2.21 Privacy and Safeguards for NPI. The County understands and acknowledges that to the
extent it is a nonaffiliated third party under GLBA that creates or receives NPI from or on behalf of
United or an Affiliate, The County and its authorized representatives: (i) shall not use or disclose NPI for
any purpose other than to perform its obligations under the Agreement; (ii) shall implement appropriate
administrative, technical, and physical safeguards designed to ensure the security and confidentiality of
the NPI, protect against any anticipated threats or hazards to the security or integrity of the NPI and
protect against unauthorized access to or use of the NPI that could result in substantial harm or
inconvenience to any Member; and (iii) shall, for as long as The County has NPI, provide and maintain
appropriate safeguards for the NPI in compliance with this Exhibit and the GLBA. For purposes of this
Section 2.21, “GLBA” means Title V of the Gramm-Leach-Bliley Act (15 U.S.C. sec. 6801 et seq.) and
implementing insurance commissioner regulations and “NPI” means nonpublic personal information that
The County may create or receive for or from United for itself, an Affiliate and/or an applicable Covered
Entity Member.
3. OTHER PERMITTED USES AND DISCLOSURES OF PHI
Unless otherwise limited in this Exhibit, in addition to any other uses and/or disclosures permitted or
required by this Exhibit, The County may use and disclose to third parties the PHI in its possession for its
proper management and administration or to carry out the legal responsibilities of The County, provided
that any third party to which Contractors 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 The County of any instances of which it becomes
aware in which the confidentiality of the information has been breached.
4. TERMINATION AND COOPERATION
4.1 Termination. Upon United’ knowledge of a pattern or practice of The County that
constitutes a material breach or violation of this Exhibit then United shall provide written notice of the
breach or violation to The County that specifies the nature of the breach or violation. The County must
cure the breach or end the violation on or before thirty (30) days after receipt of the written notice. If The
County fails to cure the breach or end the violation within the specified timeframe, United may terminate
this Exhibit and the Agreement. United also may terminate this Exhibit and the Agreement to the extent
that any of United’ applicable Covered Entity Members terminates its agreement with United.
4.2 Effect of Termination or Expiration. Within thirty (30) days after the expiration or
termination for any reason (or to any extent) of the Agreement and/or this Exhibit, The County shall
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return or destroy all applicable PHI, if feasible to do so, including all applicable PHI in possession of The
County’s agents or subcontractors. To the extent return or destruction of the PHI is not feasible, The
County shall notify United in writing of the reasons return or destruction is not feasible and, if United
agrees, may retain the PHI subject to this Section 4.2. Under any circumstances, The County shall extend
any and all protections, limitations and restrictions contained in this Exhibit to The County’s use and/or
disclosure of any applicable PHI retained after the expiration or termination (to any extent) of the
Agreement and/or this Exhibit, and shall limit any further uses and/or disclosures solely to the purposes
that make return or destruction of the PHI infeasible.
4.3 Cooperation. Each Party shall cooperate in good faith in all respects with the other Party
in connection with any request by a federal or state governmental authority for additional information
and documents or any governmental investigation, complaint, action or other inquiry.
5. MISCELLANEOUS
5.1 Contradictory Terms; Construction of Terms. Any other provision of the Agreement that
is directly contradictory to one or more terms of this Exhibit (“Contradictory Term”) shall be superseded
by the terms of this Exhibit to the extent and only to the extent of the contradiction, only for the purpose
of the applicable Covered Entity’s and United’ compliance with HIPAA and ARRA, and only to the
extent reasonably impossible to comply with both the Contradictory Term and the terms of this Exhibit.
The terms of this Exhibit to the extent they are unclear shall be construed to allow for compliance by
United with HIPAA, ARRA and GLBA.
5.2 Survival. Sections 4.2, 4.3, 5.1, 5.2, and 5.3 and shall survive the expiration or
termination for any reason of the Agreement and/or of this Exhibit.
5.3 No Third Party Beneficiaries. Nothing in this Exhibit shall confer upon any person other
than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities
whatsoever.
5.4 Independent Contractor. The County and United are and shall remain independent
contractors throughout the term. Nothing in this Exhibit or otherwise in the Agreement shall be construed
to constitute The County and United as partners, joint venturers, agents or anything other than
independent contractors.
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EXHIBIT D
MASTER COMMUNITY & STATE APPENDIX
THIS MASTER COMMUNITY & STATE APPENDIX (this “Appendix”) supplements and is made part
of the Agreement. This Appendix applies with respect to the provision of services The County provides
for any UHS health plan Affiliate administering a Medicaid or other state-specific (“State”) government
funded and regulated program (“State Program”). In the event of a conflict between this Appendix and
other appendices or any provision of the Agreement, the provisions of this Appendix shall control except
with regard to benefit plans outside the scope of this Appendix or unless otherwise required by law or
applicable State regulatory agency. The County will comply with the following requirements to the
extent applicable to The County’s performance of services under the Agreement. Capitalized terms used
but not defined in this Appendix shall have the meaning assigned to them in the Agreement or other
applicable appendix.
1. Regulatory Approval and Filing. In the event UHS is required to file the Agreement with federal,
state or local governmental authorities, UHS shall be responsible for filing the Agreement with such
authorities as required by any applicable law or regulation. If following any such filing, the
governmental authority requests changes to the Agreement, The County agrees to cooperate with UHS in
preparing the response to the governmental authority.
2. Compliance with Law and Government Contracts. The County and UHS agree to comply with
all applicable federal, State and local laws, rules and regulations in connection with the performance of
their obligations under the Agreement. All tasks under the Agreement also must be performed in
accordance with the requirements of applicable contracts between any UHS Affiliate and State and/or
federal regulatory agencies. UHS will provide or otherwise communicate such requirements to The
County. The County shall ensure all agents, employees, assigns and subcontractors, if any, that are
involved in providing services under the Agreement also comply with this Section.
3. Delegation and Oversight. In compliance with the delegation and oversight obligations imposed
on UHS Affiliates under their contracts with State and/or federal regulatory agencies, UHS reserves the
right to revoke any functions or activities delegated to The County under the Agreement, if in the
reasonable judgment of UHS or an applicable UHS Affiliate, The County’s performance under the
Agreement does not comply with obligations under applicable government contracts. This right shall be
in addition to UHS’s termination rights under the Agreement.
4. Press Release; Marketing; Advertising; Use of Name and Trademarks. Except as otherwise set
forth in the Agreement, The County shall not publicly use the name, logo, trademark, trade name, or
other marks of UHS without UHS’s prior written consent. The parties mutually agree to provide, at a
minimum, at least forty-eight (48) hours advance notice and opportunity to comment on all press
releases, advertisements or other media statements and communications regarding the Agreement, the
services or the business relationship between the parties. A party shall obtain the other party’s written
consent prior to any publication or use of such materials or communications. Nothing herein shall be
construed to create a right or license to make copies of any copyrighted materials.
5. Offshoring. Unless previously authorized in writing by the appropriate UHS health plan Affiliate
and State governing agency, if required, all work performed under the Agreement shall be performed
from location(s) in the fifty (50) United States. If The County receives authorization pursuant to this
Section 5 to offshore certain obligations under the Agreement, UHS will provide, and The County shall
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comply with, all applicable offshoring regulations, requirements or restrictions, including any applicable
security controls. The parties agree that any offshoring restrictions or requirements may be updated at
any time to comply with applicable law and any other requirements.
6. Subcontracts. To the extent required by any regulatory agency governing any Medicare or
Medicaid or other governmental benefit plans (or as may be set forth in an appendix) or any accrediting
agency, The County shall provide advance notice to UHS and obtain UHS’s consent prior to any
subcontracting of any of its responsibilities under the Agreement.
7. Regulatory Amendment. UHS may unilaterally amend this Appendix to comply with applicable
regulatory requirements required under law. Upon UHS’s notification of such changes, UHS will
provide notice to The County. If such regulatory amendment materially affects the position of either
party or renders it illegal for a party to continue to perform under the Agreement in a manner consistent
with the parties’ intent, then the parties shall negotiate further amendments to this Appendix or the
Agreement as necessary to correct any inequities, to the greatest extent possible.
8. Effect of Termination or Expiration. Within thirty (30) days after the expiration or termination
for any reason (or to any extent) of the Agreement and/or this Appendix, The County shall return or
destroy all applicable PHI, if feasible to do so, including all applicable PHI in possession of The
County’s agents or subcontractors. To the extent return or destruction of the PHI is not feasible, The
County shall notify UHS in writing of the reasons return or destruction is not feasible and, if UHS agrees,
may retain the PHI subject to this section. Under any circumstances, The County shall extend any and all
protections, limitations and restrictions contained in this Appendix to The County’s use and/or disclosure
of any applicable PHI retained after the expiration or termination (to any extent) of the Agreement and/or
this Appendix, and shall limit any further uses and/or disclosures solely to the purposes that make return
or destruction of the PHI infeasible.
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