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



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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



Page 4



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



Page 5



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



Page 6



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



Page 9



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



Page 10



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



Page 11



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



Page 12



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