Res 2016-077/approving an administrative services agreement with United Healthcare Services, Inc. for the provision of medical, pharmacy, dental, flexible spending accounts (fsa), retiree, online enrollment tool and cobra benefits administration in a tot

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Agreement. Prior to the commencement of this audit, United must receive a signed, mutually agreeable confidentiality agreement. Without limiting the foregoing, with respect to audits regarding the payment of Rebates by pharmaceutical manufacturers, the audit must be conducted solely by a mutually agreed upon auditing firm that maintains a separate and stand -alone audit department and is not providing support in conjunction with any litigation pending against United or its affiliates. Customer must advise United in writing of its intent to audit. The place, time, type, duration, and frequency of all audits must be presented to United in advance and United will agree to those that are reasonable. All audits will be limited to information relating to the calendar year in which the audit is conducted, and/or the immediately preceding calendar year. With respect to United's transaction processing services, the audit scope and methodology will be consistent with generally acceptable auditing standards, including a statistically valid random sample or other acceptable audit technique as approved by United ( "Scope "). Customer will pay any expenses that it incurs in connection with the audit. In addition, Customer will be charged a reasonable per claim charge and a $1,000 charge per day for audits outside of the following parameters: (1) more than one audit per calendar year; (2) any on -site audit visit that is not completed within five (5) business days; (3) sample sizes exceeding the Scope, or (4) any audit initiated after this Agreement has terminated. In addition to Customer's expenses and any applicable fees, Customer will also pay any extraordinary expenses United incurs in connection with the audit, which shall be mutually agreed upon prior to Customer incurring the expense. For any audit initiated after this Agreement is terminated, Customer will pay all expenses incurred by United. Customer will provide United with a copy of any audit reports within thirty (30) calendar days after Customer receives the audit report(s) from the auditor. Section 4.4 Proprietary Business Information. The City of San Marcos is governed by the Texas Public Information Act (the "Act "), Chapter 552 of the Texas Government Code, as amended. This Agreement and all written information generated under this Agreement may be subject to release under the Act. However, each party will limit the use of the other's Proprietary Business Information to only the information required to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement or applicable law. Neither party will disclose the other's Proprietary Business Information to any person or entity other than to the disclosing party's employees, subcontractors, or authorized agents needing access to such information to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement, in accordance with the Texas Public Information Act, except that United's Financial PBI cannot be disclosed by Customer to any third party without United's express written consent in accordance with applicable law. This provision shall survive the termination of this Agreement. If such disclosure of United's Financial PBI is required by law, within three (3) days of Customer's receipt of any such request, Customer shall notify United, in writing of the request and, at a minimum, include a copy of the request for the release of the information. Customer will give United ten (10) days' notice to process the request and to seek the necessary injunction to prevent such release of the information. Customer shall reasonably cooperate with United if United chooses to object to any such requests for United's Financial PBI and seek a protective order or other remedy. Section 4.5 Service Auditor Reports. United may make its Type II service auditor report ( "Report") available to United's self - funded customers each year for Customer's review in connection with Plan administrative purposes only. The Report will be issued under the guidance of Statement on Standards for Attestation Engagements #16 (SSAE16). Should new guidelines covering service auditor reports be issued, United may make the equivalent of, or any successor to, the SSAE16 Type II Report available to United's self - funded customers. The Report is United's Proprietary Business Information and shall not be shared with any third parties without United's prior written approval except as required by Law; provided, however, that Customer can share the Report with: (i) Customer's independent public accounting firm; and/or (ii) Customer's consultants, provided that such consultants are not in any way a competitor of United's and that Customer informs its consultants that the report was not prepared for their use. To the extent that Customer does provide the Report to its independent public accounting firm or a consultant as permitted herein, Customer shall require that they retain the Report as confidential and that they not disclose such Report to any other persons or entities except as required by Law. Section 4.6 PHI. The parties' obligations with respect to the use and disclosure of PHI are outlined in the Business Associate Addendum attached to this Agreement as Exhibit D.