HomeMy WebLinkAboutCOM 0846.001 2010-2012 JNtY^S .
BRITTANY SMART �1••' O , * Phone: (808) 961 8263
�Vi;� Fax: (808) 961-8912
Councilmember ;t'
+:� Fax:
Hawai`i County Council
District 6 ;,•.;. �;o;:�.�
Upper Puna, Ka`u, South Kona .'"'�OF•N�"
Hawai`i County Council
County of Hawai`i
25 Aupuni Street
Hilo, Hawai`i 96720 -=. '73
DATE: September 13, 2012
TO: Dominic Yagong, Council Chair
And Members of the Hawai'i County Council °
FROM: _)Brittany Smart, Councilmember
SUBJECT: Request Time for Presentation on the NACo Dental Program
I am requesting 30 minutes for a presentation on the Council's Committee October 2,
2012 agenda for Mr. Andrew Goldschmidt CAE, MBA, Director of Membership
Marketing to discuss with all Hawaii County Council members on the NACo Dental
Discount Card Program. Due to time differences, please schedule this meeting after
10:15 AM to early afternoon. Mr. Goldschmidt will be teleconferencing from
Washington, DC.
Attached are additional documents to be distributed for this presentation.
Please refer this matter to the appropriate committee for the October 2, 2012 agenda.
Thank you,
BS/jk
Comm. No. 8*(7
Ref. To:
Ref. Date SEP 14 zotz _
AJO National Association of Countie o Dental i sco u n t P r o g ram
The Voice of America's Counties
It's easy to SAVE
on dental care!
NACo and Careington have partnered to create an affordable dental discount plan for your residents.
The NACo Dental Discount Program gives your county a great opportunity to offer your uninsured residents dental and orthodontics
savings.The discount card allows people to save from 5%to 50%on routine dental care and 20%on orthodontics.Member counties
of NACo can sign up for the program for free.
There is a growing nationwide need for routine dental care and treatment.
The Center for Disease Control and Prevention says that nearly one-third of all adults in the United States have untreated tooth
decay. One in seven adults ages 35 to 44 years has gum disease. In addition, nearly a quarter of all adults have experienced
some facial pain in the past six months.
The NACo Discount Dental Plan gives your residents
several advantages in addition to savings:
• Family membership includes all family members-your
entire household!
• All discounts are available at time of service.
Unlimited plan usage,with no administrative forms or
1: _ . = waiting periods
• Significant savings on dental cleanings,x-rays,braces,
dentures,crowns,root canals and more
• Discount dental plans are a great option for individuals
or families on tight budgets but who still place great
importance on their family's dental health and hygiene.
• The plan can complement health insurance plans or work
with health savings accounts,flexible spending accounts
5 ! and health reimbursement arrangements for maximum
savings.
With a simple program and immediate savings,you can help residents afford dental care.
With the NACo Dental Discount Program,a county resident simply schedules an appointment with a participating dentist or
specialist and presents the program membership card to receive a discount at the time of service.
For a low monthly or annual membership rate,county residents have access to participating
providers who have agreed to provide services at discounted fees. For individuals,the fee is $59
VA per year or$6.95 per month. For families,the fee is $69 per year or$8.95 per month.The plan is
affordable and the savings are immediate!
Sonoma County, CA reports
t ^W Sra
a 98% satisfaction rating.
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Dental Discount Program Anyone can join and everyone can save!
{County Logo} There are no income restrictions and everyone is accepted.
NACR _`°'"'� There are no waiting
periods or administrative `
Member Name: forms.Your residents k
(please print your name) :y"}.y ' � @
Member ID: receive an unlimited (f'. w
(Call(877)354-NACo(6226)to get your member ID and dental network) number of visits to their �'' ; x
Dental Network: provider and there is no ') ',
0 Careington penalty for pre-existing
ibeili
O. p medical conditions.
Over 2,700 county residents from 30 counties � `
have already joined!
Sign your county up today!
For a list of providers in your area or to get additional
information on the program, please contact the
Membership Staff at 888.407.NACo (6226) or e-mail
membership @naco.org.
The NACo Dental Discount Program is NOT insurance,but it -
is a great way to help county residents save on dental care
and promote dental health for themselves and their families. ,s.■
' * i� , .w.
Toll Free at .�
i
A
e4i
(888) 407- NACo (6226)and ask for"membership" ��,— r. . ,
or email membership @naco.org
N National Association of Counties _ , .
, .:�_______,_,
, ,
The Voice of America's Counties
Disdosures:
THIS PLAN IS NOT INSURANCE.THIS IS NOTA MEDICARE PRESCRIPTION DRUG PLAN.*
This plan does not meet the minimum creditable coverage requirements under M.G.L.c.111 M and 956 CMR 5.00.The plan provides discounts at certain health care providers for
medical services.The range of discounts will vary depending on the type of provider and service.The plan does not make payments directly to the providers of medical services.Plan
members are obligated to payforall health care services but will receive a discount from those health care providers who have contracted with the discount medical plan organization.
You may access a list of participating health care providers at www.searchforaprovider.com.Upon request the plan will make available a written list of participating health care
providers.You have the nc ht to cancel within the first 30 days after receipt of membership materials and receive a full refund,less a nominal processing fee(nominal fee for MD
residents is$5).Discount N edical Plan Organization and administrator:Careington International Corporation,7400 Gaylord Parkway,Frisco,TX 75034;phone 800-441-0380.
The program and its administrators have no liability for providing or guaranteeing service by providers or the quality of service rendered by providers.This program is not available in
Montana and Vermont.This plan is not currently available in Washington.*Medicare statement applies to MD residents when pharmacy discounts are part of program.
Frequently Asked Questions
Q Is this an insurance plan?
A: No,this is not an insurance plan.The NACo Dental Discount Program provides discounted prices on a wide range
of services;you will pay for services at the discounted price at the time services are received.
Q Can I include dependents in my program?
A:Yes,one of the wonderful features of these programs is that your entire household can receive the savings, even
children living at college!
Q Can I use my membership when I travel away from home?
A:Yes, your membership can be used at any participating provider in the United States.
Q How do I get additional membership cards?
A: If you need additional cards for your household or have lost your card, please call Careington's Member Services
at(800)290-0523 and press option 1,then press option 1 again.They will be happy to send additional cards to you.
Q If my doctor or dentist refers me to a specialist who is not in the network, do I still get a discount?
A:You will only receive a discount by going to a participating provider.You might try printing out a list of participating
providers to share with your doctor or dentist to see if he/she could recommend any of the participating specialist
locations.
Q What do I do if I feel the provider overcharged me?
A:You can send a copy of your bill and a written letter to the administrator of the plan,Careington International
Corporation,Attn: Provider Relations, P.O. Box 2568, Frisco,TX 75034.They will investigate your inquiry, and you
will be contacted regarding the findings.
Q Once I select a provider,am I assigned to that provider?How often can I change providers?
A:Another great feature of the discount plans is your ability to select any provider from the network.You can change
providers at any time, and household members can select their own providers. Call Careington's Member Services at
(800)290-0523 for help finding participating providers or conduct a provider search at www.nacodentalplan.com.
Q What should I say when I call a provider to make sure they participate?
A:The providers will recognize the name of the network with which they participate,so when you call, it is important
to use the name of the correct network.
Dear County Officials:
The NACo Dental Discount Card Program contract is attached in a separate file. Please review the
checklist in this document. Incorrect checklists or contracts will result in a delayed implementation of
the program.
Please follow these directions carefully:
I. Counties,Parishes,Boroughs sign Schedule 4 of the contract which attaches the county to the
overall NACo contract.
2. Once signed,mail the Schedule 4 page and the checklist to:
Andrew S.Goldschmidt CAE,MBA
Director,Membership Marketing
NACo—National Association of Counties
25 Massachusetts Ave,NW,Ste. 500
Washington,DC 20001
3. Once the contract is received,our executive director will sign it and pass it on to Careington for final
signature.A fully executed copy will be returned to you. You may start your internal planning process to
promote the program.
4.While the final signatures are being completed,please forward your logo or seal via e-mail to
agoldschmidt@naco.org. (Or,if you prefer,you may have the brochures/materials and residents'cards simply
read XYZ County)Proceed to fill out the NACo Dental Discount Card Program Checklist.
Careington will create proofs for your approval.Once approved by your county,Careington will then help
you determine the amount of materials needed for your initial rollout of the program.
Please note,any non pre-approved press releases or other information to be distributed on the program must
receive NACo and Careington written approval prior to use.
Please contact me if you have any questions or need further information.NACo looks forward to working
with you on this exciting program!
Sincerely,
Andrew S. Goldschmidt,CAE,MBA
Director,Membership Marketing
P.S.-Collateral materials are still being developed for the program and will be forthcoming once
finalized. Please contact me at(202)942-4221 or agoldschmidt @naco.org if you need assistance.
The above message and enclosed attachments are confidential and should not be shared outside of
the county officials considering the program without permission from NACo.
NAco NrtionalAssociaation of Counties
*This checklist is not part of the NACo contract,however,please return it with your signed contract.*
*Incomplete or incorrect checklists will delay Implementation of the program*
NACo Dental Discount Card Program checklist
County Name/State: Date contract returned to NACo:
1.Who is the ONE contact person in the county with whom we may communicate about this program?
Name and title
Address(w/City,State,Zip)
Phone Fax
E-mail(We must have your e-mail address!)
Please choose a design for your discount cards: (YOU MUST CIRCLE ONE)
A.County Name(With state abbreviation)
B.Logo/Seal on cards
If you choose to have a logo/seal,be sure to e-mail a black and white logo/seal to agoldschmld a®naco.org.
Please put("County Name—LOGO')in the subject line.
4. What is your county's current population?
Will you be needing promotional materials in Spanish?
5.Please provide a street address for delivery of materials. Promotional materials will be sent via UPS
Ground.NO P.O.BOXES!
6.What is your county's web address(if available)?
Will this program have its own page?(Please provide)
What number would county residents call to get a brochure for a card?
Notes:
•
NACO National Association of Counties
Who-
CI Careington
DENTAL DISCOUNT PROGRAM AGREEMENT
T IS DENTAL DISCOUNT PROGRAM AGREEMENT (this "Agreement") is made
this LSI day of , 2011 by and among NATIONAL ASSOCIATION OF
COUNTIES, a Delaware non-profit corporation (herein referred to as "Client"),
CAREINGTON INTERNATIONAL CORPORATION, a Texas corporation (herein referred
to as "Careington"), collectively referred to as the Parties, and, upon execution of an
acknowledgement to this Agreement, COUNTIES THAT ARE MEMBERS OF CLIENT
("Member Counties").
RECITALS
WHEREAS, Client is a national Association that provides an array of benefits and
services to Member Counties and their residents; and
WHEREAS, Careington is in the business of establishing, building, consolidating,
marketing and administering dental plans and other benefits through its own network of dentists
and through agreements with other companies and distributors of healthcare benefit plans,
products and services (each referred to herein as a "Benefit Provider"); and
WHEREAS, the Parties desire to enter into a relationship whereby Careington will
provide through Client a discount dental benefits program (the "Program") to be marketed by
Client, its Member Counties, or through Marketing Representatives (as herein defined) on the
terms and conditions provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth
in this Agreement, the Parties hereby agree as follows:
1. Definitions. The following definitions of terms used herein shall have the
meanings given them in this Section 1:
"Benefits Plan" means the dental plan described on Schedule 1 attached hereto
and made a part hereof.
"Benefit Provider" has the meaning set forth in the Recitals to this Agreement.
"Confidential Information"has the meaning set forth in section 7(a) hereof.
"Customer" means a person who (i) has met the eligibility criteria under the
Benefits Plan, (ii) is not delinquent in his or her payment obligations under the payment
terms specified herein and (iii) is entitled to access the services provided under the
Benefits Plan, and the dependents of such person.
"Disclosing Party" has the meaning set forth in Section 7(c) hereof.
"Eligibility Report" has the meaning set forth in Section 4(d) hereof.
Dental Discount Program Agreement Page 1
t0, Careington
"License Agreement" means the License Agreement entered into as of the date
hereof by and between the Client and Careington.
"Marketing Fee"has the meaning set forth in Section 5 hereof.
"Marketing Materials" means any marketing, solicitation and fulfillment
materials, pricing information, enrollment and billing procedures, including but not
limited to printed materials, telephone scripts, and electronic media, that will be used to
solicit or will be provided to Member Counties, Customers and prospective Customers,
which refer to or describe (i) the Benefits Plan, (ii) any Benefit Provider, (iii) any service
administered by Careington, (iv) any benefits to be provided in conjunction with the
Benefits Plan, or (v) any service to be administered by a person or entity other than
Careington.
"Marketing Plan" has the meaning set forth in Section 2 hereof.
"Member County Acknowledgment" has the meaning set forth in Section 2(f)
hereof.
"Participating Provider" means a practitioner or provider of healthcare services or
products pursuant to the terms of the Benefits Plan.
"Program" has the meaning set forth in the Recitals to this Agreement.
"Recipient Party"has the meaning set forth in Section 7(c) hereof.
"Term"has the meaning set forth in Section 11(a) hereof.
2. Obligations of Client.
(a) Marketing Role. Client shall market the Benefits Plan to Member Counties
pursuant to a marketing plan previously discussed with and approved by Client and Careington
and attached hereto as Schedule 2 (the "Marketing Plan"). Client shall be fully responsible for
its own conduct associated with the marketing of the Benefits Plan.
(b) Marketing Costs. Except as provided in Schedule 2, Client shall bear all of its
own costs related to the marketing of the Benefits Plan to the Member Counties.
(c) Geographic Areas Covered. Client shall only market the Benefits Plan in
geographic areas reasonably serviced by Participating Providers. Notwithstanding the foregoing,
Client shall not market the Benefits Plan in the states of Vermont and Montana.
(d) Retail Fees. Client shall market the Benefits Plan at the retail fees set forth on
Schedule 3 of this Agreement.
(e) Member County Acknowledgments. Client will require each Member County
added after the date of this Agreement to execute an individual acknowledgement with Client
and Careington in the form attached hereto as Schedule 4 (the "Member County
Dental Discount Program Agreement Page 2
Careington
Acknowledgment") prior to the offer for sale of the Program to the residents of such Member
County.
3. Obligations of Client and Careington.
(a) Materials. Client and Careington shall submit any Marketing Materials
developed for the Benefits Plan, to the other party for approval, not to be unreasonably withheld.
Client and Careington shall have fifteen (15) business days to review, edit or approve such
materials. Notwithstanding the above, Client acknowledges that Marketing Materials may be
required to be filed and/or approved in certain states prior to Client marketing in such a state, that
such filings and subsequent review by such a state will require additional time, and that
Careington shall not be able to approve such materials in such a state, until such time as
Careington or Client receives written approval from the state. Client agrees to make necessary
changes requested by Careington or a state and, if necessary, to submit those changes to
Careington for resubmission to the state. Client shall not use any Marketing Materials prior to
approval by Careington.
(b) Compliance with Laws. Client shall comply with all laws, rules and regulations
in connection with the performance of obligations on the part of Client as contemplated
hereunder.
4. Obligations of Careington.
(a) Dental Discount Card Program. Careington shall provide through Client the
Program to be offered to residents of Member Counties. Pursuant to the Program, each
Customer shall be entitled to receive discounts on certain dental services when using a
Participating Provider. Careington represents and warrants that it and its Benefit Providers
maintain a network of at least 60,000 Participating Providers.
(b) Participating Provider Charges and Networks. Careington shall use reasonable
efforts to cause Participating Providers to accept as full payment for the services and products
provided to Customers the agreed upon fees set forth in the Participating Provider agreement
with Careington or the Benefit Provider. Participating Providers shall bill and collect from a
Customer any applicable fees for goods or services provided to Customers and will not charge
Customers more than the agreed upon discounted fees. Careington may, at its discretion,
replace Benefit Providers with thirty(30) days written notice to Client.
(c) Best Pricing. Notwithstanding Schedule 2 hereto, in the event that, after the
effective date of this Agreement, Careington charges any third party a retail annual membership
fee for the Benefit Plan lower than the annual fees charged to Customers for the Benefits Plan
pursuant to the terms of this Agreement, Schedule 3 shall automatically be deemed to be
amended to reflect such lower retail annual membership fee for any new Customers acquired
after the effective date of the new retail annual membership fee. Both Parties agree to
renegotiate the Marketing Fee in the event of a membership fee reduction. In addition, the
discounted provider fees under the Benefits Plan charged to Customers participating in the
Program shall be no higher than the agreed upon fees charged to any third party for the Benefits
Dental Discount Program Agreement Page 3
C -4 Careington
Plan, as set forth in any Participating Provider agreement with Careington or the Benefit
Provider.
(d) Eligibility Report. Careington shall maintain, update and send to Client on a
monthly basis, a membership and enrollment report by Member County (each, an "Eligibility
Report") showing enrollment and cancellation counts. Each Eligibility Report shall be provided
in a format mutually agreed upon by Client and Careington.
(e) Identification Cards. Careington shall, at is own cost, provide Customers
identification cards (including replacement identification cards) identifying that such Customer is
a participant in the Benefits Plan in addition to pertinent telephone numbers for access to
customer service and any other benefits provided under the Benefits Plan. All identification
cards shall bear the Client's logo. In addition, at the request of a Member County, identification
cards for Customers resident in a Member County shall also bear the name of such Member
County.
(f) Customer Service. Careington shall, at its own expense, establish and maintain
toll-free telephone lines for use by Customers for inquiries regarding the benefits associated with
the Benefits Plan. Customer service lines shall incorporate interactive voice recognition (IVR)
technology. Customers shall be afforded access to properly trained and supervised customer
service representatives. The IVR system shall inform callers of their opportunity to transfer
immediately to a customer service representative during regular business hours. Spanish-
speaking representatives shall be on duty at all times that the customer service lines are staffed.
Careington shall also assure telephone access for Customers who are hearing-impaired, by
means of TTY/TDD devices or other means. Careington represents and warrants that its
customer service call center complies with the standards shown in Exhibit 1. Careington shall
not conduct outbound telemarketing to Customers, unless approved in advance by Client. In
addition, Careington shall provide Client with copies of the results of any Customer satisfaction
surveys performed by or on behalf of Careington.
(g) Customer Billing. Careington shall perform all billing, whether through
preauthorized checking account withdrawals, credit card or other means. Careington shall accept
payments from Customers in the form of personal check, money order, credit/debit cards and
preauthorized checking account withdrawals. The Parties shall mutually agree on cancellation
procedures to be followed in the event of non-payment of monies due.
(h) Financial Reporting. Careington shall prepare and maintain, on a current basis,
in accordance with GAAP consistently applied, accurate and complete financial books and
records and accounts of all transactions related to the Program, including such information as
may be necessary to verify payments made or required to be made by Careington to Client under
this Agreement.
(i) Right to Audit. Careington hereby grants to Client or its authorized
representatives the right to review the books and records of Careington relating to the Program.
Such inspections and audits may include, but shall not be limited to, a review of the payments
made or required to be made by Careington to Client under this Agreement, sales experience and
customer service. Client may exercise such right of audit during normal business hours and upon
Dental Discount Program Agreement Page 4
C . Carero
reasonable notice to Careington. Careington shall cooperate with Client's auditor in the
performance of any audit. Client shall be responsible for the cost of the audit unless the audit
reveals a discrepancy of more than five percent (5%) in the amount of fees owing to Careington,
in which case Careington shall be responsible for the cost of such audit.
5. Marketing Fee. As compensation for Client's marketing responsibilities,
Careington shall pay Client a percentage of gross revenue collected based on the number of
Customers as set forth on Schedule 2 from all Customers in the Benefits Plan (the "Marketing
Fee"). Careington shall pay Client monthly, based on the number of Customers as of the last
day of the month, as set forth on Schedule 2. Such monthly payment shall be made on or before
the twentieth (20th) day of the following month such fees are collected. For purposes of this
Agreement, "gross revenues" shall mean Careington's gross revenues collected under the
program, less any charge backs, refunds or adjustments.
6. Mutual Representations and Warranties. Each party, including Member
Counties, hereby represents and warrants to the others as follows as of the date hereof(or for a
Member County, on the date of the Acknowledgment):
(a) Organization and Standing. It is duly organized, validly existing and in good
standing under the laws of its state of organization or incorporation and has the power and
authority to own, lease and operate its assets and to carry on its business as it is now being
conducted.
(b) Authorization. It has the full power and authority to enter into this Agreement
and to perform its obligations hereunder. The execution and delivery of this Agreement and the
performance of its obligations under this Agreement have been duly and validly authorized and
approved by all requisite action and no other acts or proceedings on its part, including approvals,
consents or authorizations by any of its stakeholders, are necessary to authorize the execution,
delivery and performance of this Agreement or the transactions contemplated hereby. This
Agreement constitutes its legal, valid and binding obligation and is enforceable in accordance
with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights and the obligations of debtors generally
and by general principles of equity, regardless of whether considered in a proceeding at law or in
equity.
(c) Consents and Approvals. No consent, approval, non-disapproval, authorization,
ruling, order of, notice to or registration with, any governmental or regulatory authority or any
person, partnership, corporation, firm, trust or other entity is required on its part in connection
with the execution and delivery of this Agreement or its consummation of the transactions
contemplated hereby.
(d) Actions Pending. There is no action, suit, investigation or proceeding pending or,
to its knowledge, threatened against it or any of its properties or rights, by or before any court,
arbitrator or administrative or governmental body, which action, suit, investigation or proceeding
could reasonably be expected to impair its ability to perform its obligations under this
Agreement.
Dental Discount Program Agreement Page 5
t „ Careington
(e) No Conflict or Violation. Its execution, delivery and performance of this
Agreement and its consummation of the transactions contemplated hereby in accordance with the
respective terms and conditions hereof do not and will not (i) violate any provision of its articles
of incorporation, bylaws or other charter or organizational document, (ii) violate, conflict with or
result in the breach of any of the terms of, result in any modification of, accelerate or permit the
acceleration of the performance required by, otherwise give any other contracting party the right
to terminate, or constitute (with notice or lapse of time, or both) a default under, any contract or
other agreement to which it is party or by or to which it or any of its assets or properties may be
bound or subject, (iii) violate any order judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or binding upon, or any agreement with,
or condition imposed by, any governmental or regulatory body, foreign or domestic, binding
upon it, or upon its assets, operations or business, (iv) violate any applicable Law that relates to it
or to its assets, operations or business, which violation might impair its ability to perform its
obligations under this Agreement, (v) result in the creation of any lien, charge or encumbrance
on any of its assets or properties which assets or properties relate to its ability to perform its
obligations under this Agreement; which in any of the cases referred to in the preceding clauses
(i) through (v) would materially adversely affect its ability to perform its obligations under this
Agreement.
(f) Financial Condition. It is not insolvent, has not filed or had filed against it a
petition in bankruptcy, has not made an assignment for the benefit of creditors or otherwise had a
receiver or trustee appointed with respect to its properties or affairs and has not incurred any
obligations, contingent or otherwise, which would cause it to become insolvent.
7. Confidentiality.
(a) In performing its obligations pursuant to this Agreement, each party may have
access to and receive disclosure from the other of certain proprietary and confidential
information, including, but not limited to, financial records, technological developments,
marketing representative lists, marketing strategies, Member County lists, Customer lists,
Participating Provider lists, employee lists, and other information considered by the disclosing
party to be confidential and proprietary (herein collectively referred to as "Confidential
Information"). For purposes of this Section 7, the financial terms of this Agreement are
Confidential Information of each party. Confidential Information does not include: (i)
information learned from a third party entitled to disclose it and who is not in violation of a
contractual, legal or fiduciary obligation to either party, (ii) information which is or becomes
known publicly through no fault of either party or, (iii) information already known by either
party prior to disclosure from the other party, as shown by the receiving party's records.
(b) Each party shall receive Confidential Information in confidence, shall use it solely
for the purpose of fulfilling, and as necessary to fulfill, its obligations under this Agreement and
shall not reveal it to any third party, other than a corporate affiliate, without the express
written consent of the other party. Each party shall take appropriate measures to prevent its
agents, employees and officers and directors from using or disclosing any Confidential
Information, except as is expressly permitted under this Agreement.
Dental Discount Program Agreement Page 6
rr Careington
(c) All documents supplied by one party (the "Disclosing Party") to the other (the
"Recipient Party"), if any, pursuant to the provisions of this Agreement, including all copies or
reproductions thereof, shall be returned to the Disclosing Party at the Disclosing Party's request.
Both parties agree that none of the documents provided by a Disclosing Party will be reproduced
except for the sole purpose of performing its analysis. Both parties agree that upon completion
of its analysis, all copies of material containing Confidential Information will be returned to the
Disclosing Party, except as otherwise agreed between both parties in writing.
(d) In the event that the Recipient Party or anyone to whom the Recipient Party
transmits the Confidential Information becomes legally compelled to disclose the Confidential
Information, the Recipient Party shall provide the Disclosing Party with prompt written notice
thereof so that the Disclosing Party may seek a protective order or other appropriate remedy. The
Recipient Party shall cooperate with the Disclosing Party in its efforts to obtain such remedies,
but the Recipient Party shall not be required to undertake litigation or legal proceedings in its
name. In the event that the Recipient Party is legally obligated to disclose any Confidential
Information, the Recipient Party shall furnish only the portion of the Confidential Information
which is legally required and will exercise its reasonable best efforts to assure that confidential
treatment will be accorded the Confidential Information.
(e) Notwithstanding any other provision to the contrary, Confidential Information
may be disclosed by a Member County in response to a request made pursuant to the Member
County's applicable state Public Records Law, insofar as disclosure is required by that Law.
Member County shall provide Careington with (i) notice of its intent to disclose Confidential
Information and (ii) an opportunity for Careington to object to such disclosures in accordance
with Law.
8. Non-Solicitation; Non-Circumvention; Non-Compete
(a) During the term of this Agreement and for a period of twelve (12) months after
termination of this Agreement, Client shall not, directly or indirectly, through or on behalf of
itself or any other entity or individual, solicit or contract with, or attempt to solicit or contract
with, any Participating Provider to provide goods or services to any Customer or to contract with
or join any panel or network other than the Careington panel or network. Notwithstanding the
foregoing, this provision shall not prohibit the Client or the Member Counties from entering into
a Program with another entity that provides dental discount program services at anytime
following termination of this Agreement.
(b) During the term of this Agreement, neither Client nor any of its Marketing
Representatives shall, either directly or indirectly attempt in any manner to commercially
circumvent, avoid, or bypass Careington in any transaction with any of Careington's Benefit
Providers in an effort to avoid the payment of, or decrease the amount of, fees or other
compensation which would have otherwise been payable to Careington had Client or the
Marketing Representative included Careington in the transaction, unless Client or the Marketing
Representative first obtains Careington's prior written consent (which such consent may be
given or withheld at Careington's sole discretion). Notwithstanding the foregoing, this
provision shall not prohibit the Client or the Member Counties from entering into a Program with
Dental Discount Program Agreement Page 7
C Careington
another entity that provides dental discount program services at anytime following termination of
this Agreement.
(c) At no time shall Client contract with, or attempt to contract with, any third party
to provide such third party any or all of the services or benefits provided in the Benefits Plan on
a wholesale basis for resale by such third party on a retail basis to any consumer or on a
wholesale basis to another marketer or provider of such services or benefits.
(d) During the term of this Agreement, Careington shall not market or administer a
similar discount dental benefits program through any of the following organizations:
International City/County Management Association, the National League of Cities and the
United States Conference of Mayors.
(e) During the term of this Agreement, other than pursuant to this Agreement,
Careington shall not directly or indirectly market or administer a discount dental benefits
program for any county in the United States that is a member of Client.
(f) The provisions of this Section 8 shall survive termination of this Agreement.
9. Independent Relationship. No provision of this Agreement is intended to create
nor shall be deemed or construed to create any relationship between Client and the Member
Counties, on one hand, and Careington, on the other hand, other than that of independent entities
contracting with each other hereunder solely for the purpose of effecting the provisions of this
Agreement. The Parties hereto are not and shall not be deemed for any purpose to be agents,
joint venturers or partners. Neither Party is authorized to act as agent for the other, to take any
action or make any representation in the name of the other, or to represent that it has the power
or authority to do so. Neither of the Parties to this Agreement nor any of their respective
officers, directors, or employees shall hold themselves out as the employee, partner, officer,
director or agent of the other Party and shall not be deemed or construed to be an employee,
partner, officer, director or agent of the other Party. Neither Careington and the Member
Counties nor Client is authorized to represent the other for any purpose whatsoever without the
prior written agreement of that Party.
10. Subcontractors. Careington may not subcontract the Program or the
Participating Provider network to any third party without the prior written consent of Client.
11. Term.
(a) This Agreement shall be effective as of the day and year first written above and
shall continue for a term of thirty-six (36) months (the "Term"). This Agreement shall
automatically renew for one-year periods, unless sooner terminated pursuant to the terms stated
below.
(b) Client may terminate this Agreement upon thirty (30) days prior written notice if
the size of the network of Participating Providers maintained by Careington and its Benefit
Providers fall below 60,000 access points.
Dental Discount Program Agreement Page 8
C': Careington
(c) Either Client or Careington may terminate this Agreement upon ninety days (90)
days prior written notice to the other for any reason.
(d) Either Client or Careington may terminate this Agreement upon thirty (30) days
prior written notice to the other in the event of a material breach of this Agreement that remains
uncured thirty (30) days after such notice. If either Client or Careington repeats a material
breach, the agreement may be terminated immediately.
(e) Either Client or Careington may terminate this Agreement at any time without
advance written notice upon the occurrence of a bankruptcy event. A bankruptcy event occurs if:
(i) the other party suspends or goes out of business, substantially reduces
business operations, becomes insolvent or unable to meet its debts as they mature, calls a
meeting of its creditors, sends notice of a proposed bulk sale of all or a substantial part of
its assets, sells all or substantially all of its business, makes any general assignment for
the benefit of its creditors, or initiates a voluntary bankruptcy proceeding; or
(ii) any petition is filed by the other party initiating a bankruptcy,
reorganization, or other proceeding under any provision of the U.S. Bankruptcy Code or
similar law or such a proceeding is filed against such party and is not removed or
discharged within sixty(60) days after the filing thereof, or
(iii) a receiver or trustee is appointed for the other party or for any or all of its
property.
(f) Client may terminate this Agreement upon ninety (90) days prior written notice to
Careington in the event that a single non-affiliated party, or a single group of non-affiliated
parties, either directly or indirectly, acquires control of Careington. For purposes of this
Agreement, the term "control" shall mean either the beneficial ownership by a single non-
affiliated party, or a single group of non-affiliated parties, of more than 50% of the voting
securities, on a fully-diluted basis, of Careington;
(g) Either Client or Careington may terminate this Agreement at any time without
advance written notice upon the occurrence of a termination of the License Agreement.
(h) In the event that Careington terminates this agreement pursuant to clause (d)
above, Careington may continue to service existing Customers, and, for a period of one year
following the date of termination of this Agreement, Client shall not directly target Customers to
enroll in a similar Benefits Plan. All Marketing Fees payable to Client shall be discontinued
upon termination of the Agreement.
12. Advertising Reference; Tradenames. No advertising, promotional, or other
materials using the name, address, telephone number, description, facilities and/or services of
Careington or Client shall be released without either Careington or Client's prior written
consent, as applicable. Subject to the terms of the License Agreement, neither party hereto
obtains by virtue of this Agreement any rights in nor shall it use any trademark, service mark,
logo, or other proprietary designation or intellectual property of any type in which the other party
or any of its affiliates has an ownership or licensee interest.
Dental Discount Program Agreement Page 9
C Care' :
13. INDEMNITY.
(a) To the extent permitted by Law applicable to Client and the counties that are
members of the Client, Client and Member County shall indemnify and hold harmless
Careington and its officers, directors, employees, agents, successors, and assigns (collectively
Careington Indemnittees) for, from and against any damages, costs, or attorney's fees, actually
incurred by Careington or a Careington Indemnittee, as the result of a third party claim that
Client or Member County, its officers, directors, employees, agents, successors, or assigns acted
with negligence, willfully, and/or in violation of applicable standards of care, provided that the
Careington Indemnittee has acted in a manner that is consistent with this Agreement, the Dental
Discount Program and applicable standards of care. The foregoing indemnification shall not
apply and shall not be enforceable to the extent that any applicable Law prohibits a Member
County from providing such indemnification. To the extent permitted by applicable Law,
Careington shall indemnify and hold harmless Client and counties that are members of the Client
and their officers, directors, employees, agents, successors and assigns (collectively Client
Indemnittees) for, from and against any damages, costs or attorney's fees, actually incurred by
any Client Indemnittee, as the result of a third party claim that Careington, its officers, directors,
employees, agents, successors, or assigns acted with negligence, willfully, and/or in violation of
applicable standards of care, provided that the Client Indemnittee has acted in a manner that is
consistent with this Agreement, the Dental Discount Program and applicable standards of care.
However, nothing in this Agreement is to be construed as a waiver of governmental immunity as
granted by a court or state law.
(b) Each Party shall notify the other Parties of any claim, demand, suit or threat of
suit for which it intends to seek indemnification under this Section promptly upon receipt of
notice of any such claim, demand, suit or threat of suit. No party will settle an indemnification
claim without the consent of the indemnified Party or Parties, which consent shall not be
unreasonably withheld or delayed.
(c) The provisions of this Section 13 shall survive termination of this Agreement.
14. Insurance. Client and Careington shall maintain and provide proof, upon
request, to the other of such insurance policies or program of self-insurance as are reasonable to
insure itself and the other from any and all claims resulting from any action taken or failure to act
by the insured party or its employees or agents pursuant to this Agreement. Client and
Careington each shall provide the other with a copy of its insurance certificates by the effective
date of this Agreement, and shall notify the other immediately if any such policies lapse or are
terminated or if any coverage amount is reduced
15. Limitation on Damages. No party nor any of its affiliates shall be liable to the
other for any indirect, special, incidental or consequential damages, including, but not limited to,
lost profits, arising out of or related to this Agreement, its performance hereunder or its breach of
a covenant or representation made hereunder, even if it is advised of the possibility of any such
damages.
16. Notices. Any notice to be given pursuant to the terms of this Agreement shall be
in writing and shall be deemed delivered upon personal delivery against written receipt,
Dental Discount Program Agreement Page 10
t Careington
delivered by air courier against written receipt, transmitted by facsimile against written receipt or
when mailed by certified mail with return receipt requested and postage prepaid. Facsimiles
shall be sent to such party's facsimile number set forth on the signature page of this Agreement
(or for a Member County, the Member County Acknowledgement), which number for notice
may be changed by either party by written notice under this Agreement. The mailing address for
air courier and certified mail shall be such party's address set forth on the signature page of this
Agreement (or for a Member County, the Member County Acknowledgement), which address
for notice may be changed by either party by written notice under this Agreement.
17. Amendments. Except as otherwise provided in this Agreement, no amendment
shall become effective unless and until it is reduced to writing and signed by Careington and
Client.
18. No Third Party Beneficiaries. This Agreement is entered into by and between
Careington, Client, and, upon execution of a Member County Acknowledgement, certain
Member Counties, and for their sole benefit. There is no intent by any party to create or
establish third party beneficiary status or rights or their equivalent in any Customer, Participating
Provider, Benefit Provider or other party which may be affected by the operation of this
Agreement.
19. Nonassignability. No party shall assign any of its rights or obligations under this
Agreement without the prior written consent of the other party; provided however, that no such
consent shall be required in the event of an assignment to a parent or wholly-owned subsidiary of
Careington; provided that no assignment or delegation of rights or duties under this Agreement
shall have the effect of relieving the assignor of any obligation or liability under this Agreement.
Subject to the foregoing, the provisions of this Agreement shall be binding upon the parties to
this Agreement and their respective successors and assigns. Any attempted assignment in
violation of this Section 19 shall be of no force or effect.
20. Force Majeure. No party shall be in default or otherwise liable for any delay in
or failure of its performance under this Agreement to the extent such delay or failure arises by
reason of any Act of God, any governmental requirement, war, insurrection, the elements, strikes
or labor disputes, or other cause beyond the control of such party. A party claiming the benefit of
this provision shall, as soon as reasonably practicable after the occurrence of any such event: (i)
notify the other parties of the nature and extent of any such condition referred to in the preceding
paragraph, and (ii) use due diligence to remove any such causes and resume performance under
this Agreement as soon as feasible.
21. Severance of Invalid Provisions. If any provision of this Agreement is held to
be illegal, invalid, or unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable. This Agreement shall be construed and enforced as if
such illegal, invalid, or unenforceable provision has never comprised a part hereof and the
remaining provisions shall remain in force and effect, unaffected by such severance.
22. Waiver. The waiver by any party of any breach of any provision, warranty, or
representation set forth in this Agreement shall not be construed as a waiver of any subsequent
Dental Discount Program Agreement Page 11
C o
breach. Further, failure to exercise any right hereunder shall not operate as a waiver of such
right and all rights and remedies provided for herein are cumulative.
23. Counterparts. This Agreement may be executed in separate identical
counterparts, each of which when taken together shall constitute one and the same instrument.
Dental Discount Program Agreement Page 12
C Careington
IN WITNESS WHEREOF, undersigned have executed this agreement as of the date first
written above.
NATIONAL ASSOCIATION OF COUNTIES
By:
Name: Larry E. Naake
Title: Executive Director
Date: //—/r//
Address for Notice: 25 Massachusetts Avenue, N.W.
Suite 500
Washington, DC 20001
Telephone:
Facsimile: 202-393-2630
CAREINGTON INTERNATIONAL CORPORATION
By: AO 7��
Name: Charles R. Misasi
Title: Senior Vice President
Date: // Q //
Address for Notice: 7400 Gaylord Parkway
3rd Floor
Frisco, TX 75034
Telephone: 972-335-6970, Ext. 2900
Facsimile: 972-335-6620
Dental Discount Program Agreement Page 13
C: Careington
SCHEDULE 1
Summary of Benefits Plan
Careington Dental POS Maximum Access
with
Aetna Dental Access Network
Dental Discount Program Agreement Page 14
+C r, Careington
SCHEDULE 2
Marketing Plan
Membership Plan Pricing:
Annual Pricing: $59 Single/$69 Family
Monthly Rates Available: $6.95 Single/$8.95 Family
Waive initial non-refundable $20 processing fee
Marketing Fee:
9% of Careington gross revenue collected under the Program
Implementation of Marketing Materials:
(Provided at Careington's cost)
Implementation, System Set-Up, Compliance
Ad design, Client program website, lead kit and fulfillment creation (Client co-brand):
Design/layout/copywriting of Materials:
• Email
• Take-One's
• Newsletter Articles
• Careington initial and periodic Press Releases
Production of Materials (Client and Member County Co-brand)*:
Posters:
12" x 18", Lightweight Poster Stock (4/0), **Digital** Not offsetTake-One's (4-color)$.35 each,
plus shipping
Take-One Holders
$3.00 each, plus shipping
Take-One Holder Insert
$.30 each,plus shipping
*For purposes of this Agreement, "co-brand"means inclusion of the Client's name and logo and
the Member County's name (but not logo).
At its own Cost, Careington also shall provide each Member County with Take One brochures
in an amount equal to 1% of the Member County's population (or such smaller amount requested
by the Member County) with a cap of 5,000 per Member County and the following(depending
on the population of the Member County):
Dental Discount Program Agreement Page 15
Careington
SCHEDULE 2 (continued)
Marketing Plan
Population 0 to 150,000 - 10 Brochure Holders (also known as "take ones") & 10 Posters
150,000 to 400,000 - 15 Brochure Holders and 15 Posters
400,000+ - 20 Brochure Holders and 25 Posters
Careington shall make all or a portion of such materials available in Spanish at the request of a
Member County.
On an annual basis, at the request of each Member County, Careington shall, at its own cost,
provide each Member County with replacement materials in a reasonable amount requested by
the Member County; provided that Careington shall not bear the costs of providing such
materials if the Member County's sales rate in the prior calendar year was less than 1% of the
number of brochures distributed to such County in its previous brochure shipment. In the event a
Member County orders materials in excess of the amounts provided above, such Member County
will bear the full cost of such materials at the pricing below or in effect at the time of the order:
Additional Take-One's:
1,000 - $150
2,000 - $300
5,000 - $750
10,000 - $1500
Additional Posters: $1.00 each
Reprints exclude shipping costs
Additional Implementation Costs:
Client requested County Selection Drop Down Menu to identify the source of enrollments
coming from non-participating Counties:
Set-Up fee to be charged against Client Marketing Fee: $4,500 one-time
County Administration Portal (replaces marketing CD's)
• Online access to all marketing and program materials
• Provider Count by County and State
• Plan website access: www.nacodentalplan.com/Admin
• Provider search links
• Webinars—Plan design, How to use portal
• FAQs—How to use plan, Rollout procedures, etc
• Downloadable contract
• Materials order and reorder request form
• Logo upload
Dental Discount Program Agreement Page 16
Care>`� It t try
N M � 4 �
SCHEDULE 3
Benefits Plan Retail Fees
Rates are monthly unless otherwise noted.
Plan Products Customer : Customer ,Customer Processing; Brand Name
Only ,Plus_-1 /Fg*I 'ee*.
Annual—
A $59 $69 $69 $0 Careington
Dental
l3 Monthly— $6.95 $8.95 $8.95 $0 Careington
Dental
C
D
E
F
G
H
I
J
*$20 non-refundable fee, waived for residents of participating Member Counties
Is this a private label? No
If yes, under what name?
Dental Discount Program Agreement Page 17
SCHEDULE 4
DENTAL DISCOUNT PROGRAM ACKNOWLEDGMENT
THIS DENTAL DISCOUNT PROGRAM ACKNOWLEDGMENT (this "Acknowledgment") is made this
_day of , 20_by and among NATIONAL ASSOCIATION OF COUNTIES, a Delaware non-
profit corporation (herein referred to as "Client"), CAREINGTON INTERNATIONAL CORPORATION, a
Texas corporation (herein referred to as "Careington"), and, ("Member County"). Reference is made to
the Dental Discount Program Agreement dated as of , 2011 (the "Agreement") among Client, Careington and,
pursuant to this Acknowledgment, Member County whereby Client has engaged Careington to provide services related
to a dental discount program for Client, its Member Counties and residents of Member Counties.
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement,
the parties hereby agree as follows:
Member County does hereby agree to be bound by, and to assume and perform, each and all of the terms,
covenants and conditions of the Agreement as a Member County (as defined in the Agreement) in the same manner
and to the same extent as if it were a party to the Agreement.
Member County will recommend the Program to its residents and will support the Program by distributing
Marketing Materials provided by Client. The form of distribution of the Marketing Materials shall be determined
between the Client and the Member County and, at a minimum, shall include prominent placement of Marketing
Materials in appropriate Member County office locations. Member County shall not be permitted to make any
modifications to Marketing Materials or to develop its own Marketing Materials without the express written
permission of the Client and Careington.
Member County acknowledges and agrees that Client and Careington may amend all or any portion of the
Agreement, and Member County hereby agrees to be bound by any such amendment. If such amendment is adverse to
Member County or its resident Customers (as defined in the Agreement), Member County may, within ninety (90)
days of receiving such notice from Client, terminate its participation in the Agreement and this Acknowledgement by
giving prior written notice to Customer and Careington. In any event, Member County may, after providing ninety
(90) days prior written notice, terminate its participation in the Agreement and this Acknowledgment. Upon Member
County's termination of its participation in the Agreement and this Acknowledgment, Member County shall
immediately cease the distribution of any Marketing Materials and shall return all Marketing Materials to Client.
Notices required to be provided hereunder shall be provided in accordance with Section 16 of the Agreement.
Client and Careington, by their signatures below, accept and agree to Member County's participation with the
Agreement under the terms and conditions of the Agreement and this Acknowledgement. By signing this
Acknowledgement, Member County acknowledges and agrees that the terms of the Agreement have been completely
read, fully understood and voluntarily accepted and further agrees to be bound thereby.
NATIONAL ASSOCIATION OF COUNTIES CAREINGTON INTERNATIONAL CORPORATION
By: By:
Title: Title:
Date: Date:
MEMBER COUNTY:
Address:
(County Name)
By:
Title: Date:
Facsimile:
Dental Discount Program Agreement Page 18
EXHIBIT 1
PERFORMANCE STANDARDS
Careington's call center shall maintain an 80% service level (80% of calls answered in 30 seconds or less),
and less than 5% abandonment rate.
Service Provider will ensure that the Careington Web Pages are available to Members a minimum of 99.5%
of the time during any twenty-four (24) hour period, 99.5% of the time during any seven (7) day period, and
99.5% of the time during any thirty (30) day period, less downtime that is attributable to: (i) scheduled
network, hardware, or service maintenance that is pre-approved by Company and does not exceed five (5)
continuous hours.
Service Provider shall maintain customer service hours of 7:00 am to 7:00 pm Central Time, Monday
through Friday. 100% of inbound calls will be digitally recorded and retained for at least 90 days.
Dental Discount Program Agreement Page 19