Common use of Communication with Members Clause in Contracts

Communication with Members. At least fourteen (14) days prior to the scheduled distribution date (whether via electronic means, U.S. Mail, courier, messenger or distribution to facilities where members may obtain copies), Contractor shall submit to City, for review and approval, all written communications (“Communications Materials”) intended for all or any portion of the members covered under this Agreement or any other similar agreement between Contractor and City. Within seven (7) days from receipt, City shall provide written comments or approval to Contractor. If Contractor receives no such comments or approval from City within such period of seven (7) days, Contractor may distribute the Communications Materials. If Contractor receives such comments within such period of seven (7) days, Contractor shall use reasonable efforts, in good faith and with diligence, to modify the Communications Materials to reflect any such comments and shall then promptly resubmit the modified Communications Materials to City for approval. If, within seven (7) days after resubmission, either (i) Contractor has not received approval of such modified Communications Materials or (ii) Contractor and City are unable to reach agreement on such modified Communications Materials, Contractor may distribute the Communications Materials. For the purposes of this Section 12.1, the term "Communications Materials" shall not include (i) "auto-generated" communications (i.e., such as letters acknowledging a filing for grievance or correspondence accompanying a member medical claim); and (ii) communications to members that are initiated and sent by Contractor's contracted medical groups without Contractor's prior knowledge. Notwithstanding the foregoing, Contractor shall use reasonable efforts, in good faith and with diligence, to require all contracted medical groups to submit any such communications to Contractor prior to distribution. All Communications Materials created by Contractor, pursuant to this 12.1, shall be sent via email to the following persons and addresses (or such other persons and addresses as may be provided to either party pursuant to notice given in accordance with Section 11.1 of this Agreement ("Notice to Parties"): If to Contractor: Name EMAIL Title If to City: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇.▇▇▇ Communications Director San Francisco Health Service System With Copy to: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Chief Operating Officer San Francisco Health Service System Promptly after the end of each calendar quarter during the term hereof, City shall adjust the fees of this Agreement for any Communications Materials that are not distributed in accordance with the terms of this Section 12.4. Such adjustments shall be in the following amounts: One distribution 0.5% 2-3 distributions 0.5% More than 3 distributions 0.5%

Communication with Members. At least fourteen (14) days prior to the scheduled distribution date (whether via electronic means, U.S. Mail, courier, messenger or distribution to facilities where members may obtain copies), Contractor shall submit to City, for review and approval, all written communications (“Communications Materials”) intended for all or any portion of the members covered under this Agreement or any other similar agreement between Contractor and City. Within seven (7) days from receipt, City shall provide written comments or approval to Contractor. If Contractor receives no such comments or approval from City within such period of seven (7) days, Contractor may distribute the Communications Materials. If Contractor receives such comments within such period of seven (7) days, Contractor shall use reasonable efforts, in good faith and with diligence, to modify the Communications Materials to reflect any such comments and shall then promptly resubmit the modified Communications Materials to City for approval. If, within seven (7) days after resubmission, either (i) Contractor has not received approval of such modified Communications Materials or (ii) Contractor and City are unable to reach agreement on such modified Communications Materials, Contractor may distribute the Communications Materials. For the purposes of this Section 12.1, the term "Communications Materials" shall not include (i) "auto-generated" communications (i.e., such as letters acknowledging a filing for grievance or correspondence accompanying a member medical claim); and (ii) communications to members that are initiated and sent by Contractor's contracted medical groups without Contractor's prior knowledge. Notwithstanding the foregoing, Contractor shall use reasonable efforts, in good faith and with diligence, to require all contracted medical groups to submit any such communications to Contractor prior to distribution. All Communications Materials created by Contractor, pursuant to this 12.1, shall be sent via email to the following persons and addresses (or such other persons and addresses as may be provided to either party pursuant to notice given in accordance with Section 11.1 of this Agreement ("Notice to Parties"): If to Contractor: Name EMAIL Title If to City: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇.▇▇▇ Communications Director San Francisco Health Service System With Copy to: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Chief Operating Officer San Francisco Health Service System Promptly after the end of each calendar quarter during the term hereof, City shall adjust the fees of this Agreement for any Communications Materials that are not distributed in accordance with the terms of this Section 12.4. Such adjustments shall be in the following amounts: One distribution 0.5% 2-3 distributions 0.5% More than 3 distributions 0.5%