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CONTRACT FOR PROFESSIONAL SERVICES between GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT on behalf of the DEPARTMENT OF HUMAN SERVICES 1303 Hospital Ground Knud Hansen Complex, Building A Charlotte Amalie, St. Thomas, VI 00802 and UNITED HEALTHCARE INSURANCE COMPANY AND ITS AFFILIATES 185 Asylum Avenue Hartford, Connecticut 06103 ~ROl9DHSTIT Table of Contents bei | 29 R48 (Ad 6. RCE up NS RE ATE eS OE EQUI Oa Coe Re 3 CM aaes UWS AAS, Deis, BAGO Cage orton Gost DraMMlind ATCO RG era AUTLON ORIEN ARRIOLA DCer Uo 4 O2) MCOM PEIN GA DLO oa St I Gd Os atu INS SNS 4 Bo) OCIA EL RX PR NS RS linc al sr AUC OR Wa) Ee Ua Mea at 4 oF aAs = oF SW) © 18 no SRA oP ROSA eR ECR pn REUTER CMD NV 4 0: PROFESSIONAL SUANPIARDIG (c.g les alee Oca a a tay 4 7 DOGUMENTS, PRIN POU Po Be OR at i. 5 6. RAABILIEY OR CTH ERS iis une duea re eNO un iae lun 5 Doi, SEIN EIN TCA IN OS oe a are chai 7 5 10. ‘LICENSURE, PERMITS.:AND INSURANCE oes es 6 PE INDE PENDOEINT COIN TRAC RS i eile cvs 6 Be ESOV BRINGING A WV cece cS OR as ee UE i enon A yee 6 Bs SO GHIN MEINE ce SS Ot Rear oh rule tna Sedna 6 14; “WAIVERS AND: AMENDMENTS 00550 ee oe et Oy 6 ES. CBN TIRE COON PAGS Proietti ae se RU chi eae ace 7 TG) RIGA EG) WUE PO i a a es UG Y ET: CCONDIEION PREC EIEN Fo es ee ea i 7 ie Bae <A a7, 1 9 | 9 A ea ee ere IOO CL OULU eran MAMEG MCAT He Roni H he Raia oF 2B BW ae Boa Ba SG EAR ORR CE OE CU UR 8 20: INOON*DISGRIMEN ATION oo ee en ee a ey 8 23) CONFLICT OR TING BRS Bie a eae ee CAT aia 8 WE ARIS «Nk WO" a6 LD oO CS ac CaS YS IM RRR SORA RUDE MUSA OUR a 9 pe SOS», (By Ce ROO aR PR SS HR RN ULE MNO EU EEA CAR 9 BE SAM <a Gf 4 OF Tied BGS nH REL ERA DRE RUC RRQ DMC Eo UTR ON a 9 Ye M19 OA ORE CONE hoe Bt OD cd 9! SRO SERRE eR SRE RRO RE EER TRE OA 10 26. DEBARMENT CER EIFICA TION (i203 ce fare Se ae i sal ne 10 DAF BAAN 33 on) WP Nb M e S cE N OHIS eRR RONOR NSE OV A a Ne UST NCUA 10 28: NOTICE OF FEDERAL PUNDENG i ein a 11 BA PO oe 6 BA al CAS EATS B16) 2 RRO US Rg RCS ESM NEN GUO Ia CoRR Ope ETH 11 Picba lt rosy 41117 CE) REAR EIORRI, ae RE RAVE SE ROPE BECO fr ute eS T ORE Cn NOT ONE AEE UU MALMO 13 ras Be, ad 2) Sad A SAS Ge Ch A re NE AER HE MOLLER eR CRAIN ee ne MES RI 13 Pacilt Sars [s itis 1 id 8 ROSSI es pea pentyl NV TLL UM ac SNA NaS ASUIKae RRCRN OPED Apne a We GAEU TEE UCAS RL 16 TERMS OF COMPENSATE cee A a 16 Ws re Payot 11175 0) BB SURI AANN yan REDDER ABI FNIEANSEO VK ARIION GE NR RU AR YP HD ES BLA 17 BUSINESS ASSOCEA Te Arr ee ee eee eee aa as 17 CONTRACT FOR PROFESSIONAL SERVICES 7) THIS CONTRACT is made this AD day or Noma 20:10 im the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the DEPARTMENT OF HUMAN SERVICES, Knud Hansen Complex-Building A, 1303 Hospital Ground, St. Thomas, Virgin Islands 00802, (hereinafter referred to as "Government") and UNITED HEALTHCARE INSURANCE COMPANY and its AFFILIATES, 185 Asylum Avenue, Hartford, Connecticut 06103 (hereinafter referred to as "Contractor") and is executed pursuant to the terms and conditions set forth herein. WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor as set forth in this Contract; WHEREAS, the Contractor represents that it has been approved by the Centers for Medicare and Medicaid Services (“CMS”) as a sponsor of a Medicare Part D Prescription Drug Plan (“Part D PDP”) in thirty-four (34) Medicare Part D regions established by CMS, including the Virgin Islands. United Health Care Insurance Company has obtained a CMS waiver under Section 1860D-1 (c) of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, PL 108=173 (“the Act”), to operate as a Part D PDP sponsor in all fifty (50) states, Puerto Rico and the U.S. Virgin Islands; WHEREAS, the Contractor is the Sole Source Provider of a Part D Prescription Drug Plan (PDP) approved by CMS as a Part D PDP Sponsor for the U’S. Virgin Islands; WHEREAS, Contractor’s Part D PDP is branded AARP MedicareRx. AARP Medicare Rx Plans carry the AARP name; Contractor pays a royalty fee to AARP for the use of AARP intellectual property. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this contract. ContractNo. POTIDHSTI7 Contractor’s Initials: TA) Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affiliates 2. TERM Upon the execution of this contract by the Governor of the US. Virgin Islands, this contract shall be effective from J anuary 1, 2016, and shall terminate on December 31, 2018. The Government reserves the right to extend and/or renew this Contract for two (2) additional one (1) year periods. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay a total amount not to exceed THREE MILLION and 00/100 ($3,000,000.00) DOLLARS in accordance with the provisions set forth in Addendum II (Terms of Compensation) attached hereto and made a part of this contract. No additional expenses other than those authorized by Addendum II (Terms of Compensation) will be paid by the Government. The Contractor will be reimbursed by the Government for the specific types of pass-through expenses set out in Addendum I (Scope of Services) attached hereto. Claims for such reimbursement shall be made monthly. The maximum amount for such reimbursement shall not exceed the amount identified in the reimbursement schedule set out in Addendum I (Scope of Services) for the full term of this contract. The Contractor shall otherwise be compensated and reimbursed through the receipt of monthly premiums, co-payments and deductibles pursuant to Addendum I (Scope of Services). 4. TRAVEL EXPENSES The cost of any travel and/or transportation costs of the Contractor and/or its agents, inside the Virgin Islands, and/or the shipping or transportation of any equipment, material, or supplies, required for preparing for and/or providing the services of the Contract, shall not be included within the compensation amount indicated in Paragraph 3 above. 5. RECORDS The Contractor, when applicable, will present documented, precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the professional standards applicable to his profession and to consultants doing business in the United States Virgin Islands and in the state/territory in which Contractor is duly licensed to provide the services described and agreed to herein. Contract NoP 0 LO9DHS T17 Contractor’s Initials: qv Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affiliates 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts and memoranda of every description derived from and pertaining to this Contract shall become the property of the Government and shall be turned over to it at the termination of this Contract. The above described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. In performance of this Contract, and any Addenda hereunder, the Contractor acknowledges that certain Government Data to which the Contractor may have access may contain individual federal tax information, personal protected health information and other individually identifiable information protected by territorial or federal law. In addition to the provisions of this Section, the Contractor shall execute the HIPAA Business Associate Agreement incorporated into this Contract and attached as Addendum III. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to persons, firms, associations, or corporations engaged by Contractor as servants, agents, or independent contractors, or in any other capacity whatsoever, or make Government liable to any such persons, firms, associations, or corporations for the acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to gross receipts, unemployment insurance and social security taxes for Contractor, its servants, agents or independent contractors. 9. INDEMNIFICATION Each party shall defend the other and its officers and employees against all claims or suits arising in whole or in part from any act or omission of such party or of any agent of such party. Each party shall promptly notify the other in the event of any such claim or suit, and shall immediately provide a complete defense against the entire claim or suit. Each party shall notify its insurance company and other party within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Contract. Each party agrees to investigate, defend and hold harmless the other party from and against any and all loss, damage, liability, claims, demands, detriments, cost, charges and expense (including reasonable attorney’s fees) and causes of action of whatsoever character which such other party may incur, sustain or be subjected to, directly arising out of the negligent act or omission of indemnifying party in its performance under this Contract, except to the extent of the negligence or wrongful act of the indemnified party. POVIDHS TTT Contract No. Contractor’s Initials: IN Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affiliates 10. LICENSURE, PERMITS, AND INSURANCE The Contractor covenants that it has familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations, and has obtained all of the applicable licenses or permits, temporary or otherwise, as may be required under said statute(s) for the conduct of the Contractor’s business in the United States Virgin Islands. The Contractor shall also provide the Government with proof of civil liability malpractice insurance coverage of no less than ONE MILLION and 00/100 ($1,000,000.00) DOLLARS per occurrence and THREE MILLION and 00/100 ($3,000,000.00) DOLLARS in the General Aggregate for itself and/or its employees, agents, subcontractors and/or independent contractors; and Professional Liability Insurance in limits of not less than THREE MILLION and 00/100 ($3,000,000.00) DOLLARS per claim, and FIVE MILLION and 00/100 ($5,000,000.00) DOLLARS in the Aggregate, for the entire period of this contract. In the event that the Contractor’s existing coverage will expire before the end of the term of this contract, the Contractor shall provide proof of the renewal of coverage within TEN (10) days after the beginning of the new period. 11. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. The Contractor will act in an independent capacity and not as an officer or employee of the Government of the U. S. Virgin Islands. 12. GOVERNING LAW This Contract shall be governed by the laws of the United Stated Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. Government does not agree to any form of binding arbitration, mediation, or other forms of mandatory alternative dispute resolution. The parties have the right to enforce their rights and remedies in judicial proceedings. Government does not waive any right to a jury trial. 13. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this contract without the prior written consent of the Government, which shall not be unreasonably withheld. 14. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term, condition, or provision of this contract shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with particularity the nature and extent of such waiver, modification, or amendment. Any ContractNo. POT9DHSTI7 Contractor’s Initials: A Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affiliates : Page 7. such waiver, modification, or amendment in any instance or instances shall in no event be construed to be a general waiver, modification, or amendment of any of the terms, conditions, or provisions of this Contract, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. In the event of that; the parties agree that changes must be made to ensure the performance of work under this Contract, said changes in the scope of work must be made in writing to the other for an equitable adjustment in compensation or schedule caused by such material change. 15. ENTIRE CONTRACT This Contract, including all Addenda, constitutes the entire contact between the parties hereto. There are no understandings, Contracts, or representations, oral or written, not specified within this Contract. This Contract may not be modified, supplemented or amended, in any manner, except by written Contract signed by both parties. 16. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, Government will have the right to withhold out of any payment due to Contractor, such sums as Government may deem reasonably necessary to protect it against loss or to assure payment of claims arising therefrom, and, at its option, Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. In the event Government chooses to secure itself or satisfy such claims, Contractor will have no obligation to indemnify Government for such claims. Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall be made by Government if and while Contractor gives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance carrier, if applicable, in the event that such contest is not successful. 17. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. 18. TERMINATION Either party will have the right to terminate this Contract with or without cause on NINETY (90) days’ written notice to the other party specifying the date of termination. POTIDHS TIT Contract No. Contractor’s Initials: TN Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affiliates Page8 19. PARTIAL TERMINATION The performance of work under this Contract may be terminated by the Government, in part, whenever the Government shall deem such termination advisable. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which such termination becomes effective. The Contractor shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the NINETY (90) day notice, provided that the Contractor has performed work specified under the Contract during that ninety-day period. 20. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of, or be subject to discrimination in the performance of this Contract on account of race, creed, color, sex, religion, disability or national origin. 21. CONFLICT OF INTEREST (a) Contractor covenants that it has no interest and will not knowingly acquire any interest direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. (b) Contractor further covenants that it is: (i) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor, member of the Legislature, or any other elected territorial official; or an officer or employee of the legislative, executive or judicial branch of the Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or (ii) a territorial officer or employee and, as such, has: a. familiarized itself with the provisions of Title 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereof; b. not made, negotiated or influenced this Contract, in its official capacity; c. no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. P 1S Contract No. ds MM? Contractor’s Initials: aN Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affiliates 22. EFFECTIVE DATE The effective date of this Contract is upon the signature of the Governor of the United Stated Virgin Islands. The Contractor acknowledges and understands that the Contract is not effective until all requisite Government approvals are received, and the Contractor shall not begin performing work under this Contract until notified to do so by Government’s Department of Human Services that this Contract has been fully executed. The Contractor is entitled to no compensation for work performed prior to the effective date of this Contract. 23. NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Commissioner Department of Property and Procurement Sub Base, Building No. 1, Third Floor St. Thomas, VI 00802 Commissioner Department of Human Services Golden Rock Office 3011 Estate Golden Rock Christiansted, St. Croix, Virgin Islands 00820 CONTRACTOR United Health Care Insurance Company C/O Natalie Henderson Account Manager-Medicare Part D United Health Care Medicare & Retirement 900 Healthcare Lane Minnetonka, Minnesota 55343 Telephone: (952) 542-4201 Fax: (952) 931-4251 24. PUBLICTY No publicity, including press releases, interviews, bulletins, or articles in any public medium concerning this Contract, its terms, execution, implementation, or results, can be released without approval of the Government. Provided, however, upon the signing of this Contract by all parties hereto, the terms of the Contract become available to the public pursuant to Virgin Islands law. The parties hereto agree to allow public access to all documents, papers, letters, or other materials subject to Contract No. r 019 NHS 7 Contractor’s Initials: AN Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affiliates the current Virgin Islands law on disclosure. It is expressly understood that substantial evidence of Contractor’s refusal to comply with this provision shall constitute a material breach of this Contract. All information received that is the subject of this Contract, including copyrighted material, is deemed public information and will be made available for public viewing and copying shortly after the signing of contracts. The sole exceptions to this are as follows: (1) trade secrets meeting the requirements of Federal Trade Secrets laws that have been properly marked, separated, and documented; and (2) any Contractor financial information requested by Government to determine Contractor’s responsibility, unless prior written consent has been given by the Contractor. 25. WAIVER AGAINST LIENS The Contractor shall provide waivers from all Sub-Contractors certifying that the Sub-Contractors have been paid in full for all services rendered hereunder. 26. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is eligible to receive contract awards using federally appropriated funds and that it has not been suspended or debarred from entering into contracts with any federal agency. The Contractor shall include this provision in each of its subcontracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT”. In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any work performed under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. If, during the term of this Contract, the contractor shall become ineligible to receive contract awards using federal funds, this contract shall be terminated forthwith for cause and the contractor shall not be entitled to payments for any work performed under this contract or sub- contract after the effective date of such ineligibility. 27. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer, department, board, commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. Contract No. P O19DHSTI 7 Contractor’s Initials:“1N Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affiliates 28. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 29. OTHER PROVISIONS Addendum I, Addendum II, and Addendum III attached to this Contract are incorporated into and made part of this Contract. In the event of a conflict between terms and conditions of the general provisions of the Contract, as set out in Sections 1 through 28 of this Contract, and the terms of any Addendum or Attachment to this Contract, the terms and conditions of said general provisions of the Contract shall prevail. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: CONTRACTOR iy (7 / le Timothy Noel, Vice President Date Uw PM United Health Care Insurance Company (Corporate seal, if Contractor is a corporation) BES Ge THE VIRGIN ISLANDS me LN Nig yo ; Cet /°-/3-20/6 Dr. Anita Roberts Date O HemstaC bLehah Commissioner Designee Department of Human Services bat 2b (fp —=P— tole dolph N. Bennett Ommissioner Department of Property and Procurement Contract No. P O19DHS rAd Contractor’s Initials: “ Ww Contract for Professional Services Government of the Virgin Islands Department of Human Services United Healthcare and its Affili F jates APPROVED: \ Cg Date: I[-3e-14 Kenneth E. Mapp GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY JUSTICE BY: D en aon Date: l| ce. GU eam ORDER NO. PO19DHSTI7 Contract No. Contractor’s Initials: “ {N