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Item C25CONTRACT SL OAARY Contract # Contract with: Envision Pharmaceutical Effective Date:October 1.2014 Services, LLC Expiration Date:October 1.2017 Contract Purpose/Description:Amendment. to renew contract with Envison Pharmaceutical Seer .+_ices. LLC to vrovide services in the area of Pharmacy Benefits Management for an additional three years Contract Managermaria Gonzaleg 4448 Employee Benefits/Stop #1 (Name) (Ext.) (Department) for BOCC meeting on September 17, 2014 Agenda Deadline: September 2. = 4 CONTRACT COSTS Total Dollar Value of Contract: $10.436.694.00 Current Year Portion: $2 392.273.00 Budgeted? Yes® No ❑ Account Codes: 502-08003-530316- Grant: $ County Match: $ - ADDMONAL COSTS Estimated Ongoing Costs: $ /yr (Not included in dollar value above) For. CONTRACT REVIEW Changes ate In Division Director I,t Needed Reviewer Yes❑ 7 - Risk Management Yes❑ No� O.M.B./Purc mg i -z 11 Yes❑ No® County Attorney • a 4-0 11 Yes(] Nowe" e44.VL, Comments: Form Revised 9/11/95 MCP Date Out q ..2 I'- LK21 1� q•a•aarf 3-MENDMENT PHARMACY TO I 1 : L`y This Amendment No. 1 (this "Amendment"), is entered into by and between Envision Pharmaceutical Services, LLC ("Envision"), and Monroe County Board of County Commi sioners ("Plan Sponsor'). I:T•T Envision II and Plan Sponsor are •:: ! :s, to a Ph=zcT,,: - I.:-. ! : 1 1•.IFiI - ..-::►! �1.1: :� Sponsor,&-tW-October I't, 2011 (the "Agreemenrl, under -which Envision provides PBM Services to Plan The parties desire :•: amendthe Agreement,and 1therefore Envision and a. L The term of IAgreement shall € et:l toSeptember 31 2017. 2. Section 2.4.5 shall be deleted in its entirety. C. Exhibit 1 shall be deleted in its entirety and replaced with the following: Administrative Fee (Payable to Envision; not including fees payable to Plan Sponsor's TPAs, consultants, or brokers, if any) For Contract Year 2014: $3.50 Per Employee, Per Month (PEPM) For Contract Year 2015: $3.65 PEPM For Contract Year 2016: $3.65 PEPM Fees for Additional Services and Miscellaneous Expenses 1. Replacement by Envision of lost or stolen ID Cards $1.00 per card plus cost of postage 2. Manual Claims Processing (including DMRs) $1.50 per Claim processed 3. Claim Adjustment Checks (charged to Plan Sponsor for reimbursements made to Covered Individuals for Claim adjustments requested by Plan Sponsor.) $8.50 per check 4. Manually create or update the Eligibility File $1.00 per Covered Individual data entry 5. Ad Hoc Computer or Report Programming $150.00 per hour /Monroe County BOC AuL 1073114 0 Fb lion PhannwAw&w Service', LLC Page 1 of 4 6. Clinical Prior Authorizations (Initial Coverage Determinations) $8.00 per authorization Drug Pricing and Dispensing Fees Supply/Source BRAND GENERIC For Contract Year Drugs (A) Dispensing Drag Price �A) Dispensing 2014 (Annual Average Fee (B) (Annual Average Fee (B) (based on 3 �� Effective Rate (Annual Effective Rate (Annual Agreement) Guarantee) t ) Average Guarantee) Average Guarantee) Guarantee) 30 Days' Supply at a Retail Pharmacy AWP minus 15.35% $1.30 AWP minus 75% $1.30 84 Days' Supply (or greater) at a Retail Pharmacy (non -Mail AWP minus 20% N/A AWP minus 76% N/A Order) Mail Order Pharmacy Acquisition Cost $9.50 Acquisition Cost $9.50 Specialty Pharmacy (Pass -Through of Contract Rate with Dispensing Pharmacy) Supply/Source BRAND GENERIC Drag Price (A) Dispensing Drug Price (A) Dispensing For Contract Year (Annual Average Fee (B) (Annual Average Fee t) 2015 Effective Rate Guarantee (Annual Effective Rate (Anne Average Guarantee) Average Guarantee) Guarantee) 30 Days' Supply at a Retail Pharmacy AWP minus 15.45% $1.30 `4� �� $1.30 75.50% 84 Days' Supply (or greater) at a Retail Pharmacy (non -Mail AWP minus 20.10°r6 N/A AWPmmus N/A Order) 76.50'/o Marl Order Pharmacy Acquisition Cost $9.50 Acquisition Cost $9.50 Specialty Pharmacy (Pass -Through of Contract Rate with Dispensing Pharmacy) Supply/Source BRAND GENERIC For Contract Year Drug Price (A) (�� Average Dispensing Fees Drug Price (A) (Annual Average Dispensing Fee (B) g 2016 Effective Rate Guarantee) (Annual Effective Rate (dual Average Guarantee) Average te Guarantee) /M0aw County BOC Am 1073114 O Envision PhmmwoAW service, U.0 Page 2 of 4 30 Days' Supply at a AWP minus 15.55% $1.25 AWP minus 76% $1.25 Retail Pharmacy 84 Days' Supply (or greater) at a Retail AWP minus 20.20% N/A AWP minus 77% N/A Pharmacy (non -Mail Order) Mail Order Pharmacy Acquisition Cost $9.50 Acquisition Cost $9.50 Specialty Pharmacy (Pass -Through of Contract Rate with Di �gPharmac Y) (') Annual Average Effective Rate is calculated using actual price paid by Envision to Participating Pharmacies in the designated Network, plus any Cost Share, (the Ingredient Cost) for all Claims for the applicable category (including Claims paid at the U&C Price) during a Contract Year, excluding Compound Drugs; (H) Limited Distribution Drugs; ru (i) Claims from non Participating Pharmacies LTC pharmacies, ��� at a Specialty Pharmacy; (iv) p government owned or operated pharmacies (e.g. Veterans Administration); (v) Claims paid at government required amounts (e.g. Medicaid); (vi) 340B Claims; (vii) vaccines; (viii) non -Prescription Drugs; (ix) Claims from any Plan Sponsor owned or affiliated pbamcy which is not a Participating pharmacy; and (x) Excluded Generics. (a) Annual Average Dispensing Fee is the average per Claim fee for all Claims by Envision to Participating Pharmacies in the designated Network (including Claims paid at the U&C Price) during a Contract Year, excluding (i) Compound Thugs; 0i) Limited Distribution Drugs; OR) drugs dispensed at a Specialty Pharmacy; (iv) Claims from non -Participating Pharmacies, LTC pharmacies, or government owned or operated pharmacies (e.g. Veterans Administration); (v) Claims paid at government required amounts (e.g. Medicaid); (vi) 340B Claims; (vii) vaccines; (viii) non -Prescription Drugs; (ix) Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy; and (x) Excluded Generics. Annual Average Effective Rate and Annual Average Dispensing Fee Guarantee Plan Sponsor acknowledges that the Annual Average Effective Rates and Annual Average Dispensing Fees specified in this Exhibit 1 are conditioned upon Plan Sponsor's adherence to certain conditions under this Agreement and that the actual Annual Average Effective Rates and Annual Average Dispensing Fees will also depend on Plan Sponsor's drug utilization and mix of Participating Pharmacies. Within four months after the end of each Contract Year, Envision shall provide Plan Sponsor, upon request, with a report showing the actual Annual Average Effective Rates and Annual Average Dispensing Fees paid by Plan Sponsor for the Contract Year. The Annual Average Effective Rates and Annual Average Dispensing Fees guarantees set forth in Exhibit 1 shall be deemed to have been satisfied if the discounts passed through to Plan Sponsor for all Claims during the Contract Year are equal to or more favorable, in the aggregate, than the drug pricing and dispensing fee guarantees stated for each drug type or category individually. If the amounts paid by Plan Sponsor for all Claims during the Contract Year are less favorable, in the aggregate, than the combined Annual Average Effective Rates and Annual Average Dispensing Fees stated in Exhibit 1, Envision shall credit Plan Sponsor with the difference. Envision shall not be liable to Plan Sponsor for shortfalls in guaranteed Annual Average Effective Rates or Annual Average Dispensing Fees if (i) Plan Sponsor makes a change to the Benefit Plan at any time (regardless of whether or not such change is required by law); 00 the configuration of System edits is modified by Plan Sponsor, (iii) Plan Sponsor does not adhere to the Formulary; or (iv) the utilization data provided by Plan Sponsor (or Plan Sponsor's agent) Upon which the calculation of guarantees were based is inaccurate, incomplete, or there is a substantial change in drug utilization patterns of Covered Individuals, Plan Sponsor agrees that Envision's liability to Plan Sponsor for shortfalls in financial guarantees, in the aggregate, for any Contract Year shall be limited /Monmo Cowdy BOC Am. 1073114 ® Envision Pharamccutical Saevicev, LLC Page 3 of 4 to amounts paid by Plan Sponsor to Envision for Administrative Fees during the applicable Contract Year, and Plan Sponsor has no right of offset to withhold any payment due Envision under this Agreement for any amounts Plan Sponsor believes are owed by Envision for financial guarantees. 4. This Amendment shall be effective October 18% 2014 ("Effective Date 1. S. All other eI -.: 11 ' {'. provisions {'.theAgreementnot modified 1thisAmendmentorany other amendmentsor addenda'GI 11 ;►:unchanged. '.'� 1 / t 1 '.• 1 :i1:# 1 / • 1 If' 1 - :' 1 1. 11 ".'.EI 1/ 1.' LIZ BY c Effective Date 1 • s-' Matthew A. Gibbs, Phaim D. M. + �. Print Name & Title /Monaco County BOC Am 1073114 0 Envision Pharmaceutical Seavice% LLC Page 4 of 4 ADDENDUM TO PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT This Coverage Determination and Appeals Process Addendum (hereinafter this "Addendum"), effective as of the V day of January, 2012, is entered into by and between Envision Pharmaceutical Services, Inc. (hereinafter "Envision"), and Monroe county Board of County Commissioners (hereinafter "Plan Sponsor,,). WHEREAS, Envision and Plan Sponsor are parties to a Pharmacy Benefit Management Services Agreement dated October 151, 2011 (the "Agreement"}, under which Envision provides PBM Services to and on behalf of Plan Sponsor, and WHEREAS, Plan Sponsor wishes for Envision to administer and invoice for both an internal and external appeals process for Covered Individuals who wish to appeal the determination of non - coverage of a medication under The Department of Health and Human Services 45 CFR Part 147 and the Department of Labor's 29 CFR Part 2590. Now, therefore, Envision and Plan Sponsor agree as follows: L PBM Services 1.1 Envision shall administer a coverage determination and appeals process under Plan Sponsor's direction as described in Exhibit 1-A. The coverage determination and appeals process will include: (i) real-time adjudication to determine coverage/non-coverage status of a claim, (ii) initial determinations, (iii) redeteiminations, and (iv) external appeals utilizing an independent review organization. The coverage determination and appeals process will meet the requirements of the Department of Labor's 29 CFR 2590.715-2719- 2. Plan Sponsor Responsibilities 2.1 Plan Sponsor shall pay Envision the following fees for the applicable steps within the coverage determinations and appeal process. 7- %AA" zavision Initial coverage determination (Clinical Prior Authorization) Redetermination W60� f8-5. 0 _0 Independent Reviews Performed by Inde endent Review OtganiziFition (IRO) Standard Turnaround Time (2 days or greater) 100% pass through --- invoice amount from from IRO. Expedited Turnaround Time (Less than 2Ta—ys—)­� 100% pass through 'invoice amount Standard Turnaround Time for Complex from IRO. Independent R ; 75, _ Review* 100% nass through invoice —amount Appeals Process Addendum 091311 (r3) Expedited Turnaround Time for Complex Independent R from IRO. r 0 f :fO:r Complex Independent Review* 100-,Io pass through invoice amount 0 from fro IRO, 'Complex Independent "lev'ew is ael'nea as requiring greater than one hundred pages of —clinical documentation. 3. All other terms and conditions of the Agreement not modified by this Addendum or any prior amendment or addenda shall remain unchanged. IN WITNESS WHEREOF, Envision and Plan Sponsor have executed this Agreement as of the Effective Date above. For ENVISION: By: arry tz, R. Ph.,resident Appeals Process Addeodum 091311 (r3) By: Mayor David P v4-- Fnnt Name and Title 07/18/2012 4j,6D As R), paw A- i �Sr&&fr— QtUJJ7� AMIII� 0 MEAQ EOMPA EnvisionRxOptions maintains a Process for coverage determinations, redeterminations and independent review organization submissions. Envision utilizes a claim adjudication platform to determine real-time coverage/non-coverage status for prescription claims submitted electronically at the Point of sale. Claims failing one or more benefit design coverage rules are rejected at the point of We and information regarding the reject reason(s) is conveyed to the dispensing pharmacy at the point of sale. Pharmacy personnel May contact e Envision Customer Service department to begin the coverage determination Process or they thmay inform the patient of the reason(s) for the rejection and provide the patient with instructions to contact Envision Customer Service in the event the patient would like to initiate a coverage determination. ugdngkmiaation When a coverage determination request is initiated, the information from the rejected Prescription is conveyed by Envision to the patient's dispensing physician via fax for specific information regarding with a request physician completes the the patient's medication history and disease diagnosis. The form and returns it to Envision where the information provided by the Physician is evaluated by an Envision clinical Pharmacist. Expedited request determinations occur within 24 hours Of receipt of the request and standard determinations occur within 72 hours of receipt of the request. inform override of the initial rejection, an If the info ation provided meets the criteria to allow an override will be configured in the adjcation that will allow the claim to process. If the clinical review determines the prescriudiption failssystem to meet the coverage standard, the prescription will remain in rejected status. For approved coverage determinations, a confirmation is communicated to the patient, the prescribing dispensing pharmacy. In the event the coverage determination is denied, a jan an the physic d for notification of the denial to the patient Model Notice is used , The prescribing physician and the dispensing pharmacy are also notified. The patient and Prescribing Physician are provided denial letters with the specific reason for the denial and instructions about their right to initiate a redetermination review (internal appeals process). Additionally, the model denial notice provides information about the internal and external appeals process and also provides the contact information for the HHS Office Of Consumer Assistance. Redetermination irst Level Intern A eat A redetermination is the Envision equivalent to a first level internal appeal. Upon initiation of a redetermination by the Patient or their appointed representative, from the physician. Expedited redetermination documentation may be received by Envision f additional supporting request evaluations occur within 24 hours of receipt of the request and standard evaluations APPeels Process Addendum 091311 (r3) Occur within 72 hours of receipt of the request; The evaluation i performed by En sion clinical Pharmacist other than the Pharmacist that denied the original san A request to maintain nal coverage determination impartiality within the review process. If the redetermination information supports an override of the coverage determination denial, an override Will be configured in the adjudication system which will allow the claim to process, For approved redeterminations, a confirmation is communicated to the patient, the prescribing physician and the dispensing pharmacy. If evaluation determines the redetermination request fails to meet the coverage Notice to the patient 0 standard, the prescription will stay in rejected status. Notification of the denial occurs via Model The patient and prescribing physician are provided denial letters with the specific reason f notified. The prescribing physician and the dispensing pharmacy are also no ed. denial. The model Final Internal Adverse Determination notice contains instructions or the patient's right to initiate an independent review with an Independent Review about the (information on the external appeals process) and also the contact Organization (IRO) Office of Consumer Assistance. information for the HHS External Anneal tT",4.___.4_ When a patient or patient's appointed representative initiates an external appeal request with an Independent Review Organization (IRO), Envision provides the claim information, 0 , P exclusion and MI ti n Ian coverage criteria documentation, and clinical review criteria to the IRO. This external appeal request must be made within four months after the redetermination request (final internal appeal decision). Envision is contracted with three separate IRO's to ensure an impartial decision is reached for each request. External appeal requests are assigned and rotated to the IRO's in succession to avoid selection bias. Each contracted IRO holds URAC accreditation status to conduct external reviews. They are not bound by the previous redetermination decision and review each case against the terms of the Plan exclusion& coverage documentation. e IRO will convey a final decision to Envision within 45 days Th for standard reviews and within 72 hours for expedited reviews. Expedited reviews are Permitted when standard review timeframes would seriously jeopardize the life or health of the patient. -four hours Of notification of the IRO coverage and/or payment of the claim within twenty will provide If the IRO reverses Envision's adverse redetermination decision, then Envision decision. If the IRO upholds Envision's adverse redetermination decision, e 0 will communicate the decision to Envision and the member. If the ti C the IR physician files the request on behalf of the patient, then the physician would be notified as well. The patient and prescribing physician (if applicable) are provided denial letters with the specific reason for the denial and the contact information for the HHS Office of Consumer Assistance. Section 2719(a)(1)(B) requires that a group health plan and health insurance issuer offering group or individual health coverage shall provide notice to enrollees, in a culturally and linguistically appropriate manner, of available internal and external appeals processes. Under the IFR at 45 CFR §147.136(e), plans and issuers meet the culturally and linguistically appropriate Appeals Process Addendum 09131 1(r3) requirement if they provide notices, upon request, in the non-English language to populations that meet the following thresholds: In the group market, for a plan that covers fewer than 100 participants at the beginning of a Plan year, the plan must make culturally and linguistically appropriate notices available b to Populations in which 25 percent of all plan participants are literate only in the same non-English language. For a plan that covers 100 or more participants at the a plan year, the threshold is the lessor Of 500 participants, or 10 percent beginning of of all plan participants, being literate only in the same non-English lane. The threare adapted from the Department of Labor's regulations regarding guasgtyle and forsmatholds for a summary plan description, at 29 CFR 2520.102-2(c). In the individual market, the determination of whether issuers are considered to be providing relevant notices in a culturally and linguistically appropriate manner is made at the county level. If at least 10 percent of the population residing in a county is literate only in the same non-English language, the issuer must provide the appeals -related notices in that language, upon request by an individual claimant residing in that county. It is the Client's responsibility to notify Envision if one of these requirements is applicable to their members. -'PPCWS PrVOeSS Addend utn 091311 (6) PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT This Pharmacy Benefit Management Services Agreement (the "Agreement") is effective the Ist day of October. 2011 (the "Effective Date") by and between Envision Pharmaceutical Services, Inc., an Ohio Corporation (hereinafter "Envision"), and Monroe County Board of County Commissioners, a political subdivision of the State of Florida (hereinafter "Plan Sponsor"). Envision is a URAC accredited Pharmacy Benefit Management (PBM) company engaged in the business of providing comprehensive pharmacy benefit management services nationwide to various employers, unions, and health plans which sponsor or administer health benefit plans covering outpatient prescription medications. Plan Sponsor has established one or more health benefit plans providing coverage for prescription medications to covered individuals and desires to engage Envision to provide pharmacy benefit management services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, Plan Sponsor and Envision hereby agree as follows: 1. DEFINITIONS 1.1 "Administrative Fee" means the amount that Envision charges Plan Sponsor for included services under this Agreement. Envision represents and warrants that the Administrative Fee and any fees for Additional Services and Miscellaneous Expenses set forth in Exhibit I are its sole compensation for the services rendered hereunder, and that it retains no revenues, directly or indirectly, from any other source. 1.2 "Annual Average Effective Rate" means, for the category of drugs being reviewed, the result calculated by the following formula: (IC/AWP)-I, where "IC11 is the sum of all amounts paid by Plan Sponsor for the ingredient cost of the Covered Medications dispensed during the calendar year, and AWP is the sum of the Average Wholesale Price amounts associated with the same Covered Medications. 1.3 "Average Wholesale Price" or "AWP" shall mean the average wholesale price of a Covered ed Medication indicated on the most current pricing rile provided to Envision by Medi- Span" (or other applicable industry standard reference on which pricing hereunder is based) for the actual drug dispensed using the I I digit National Drug Code (NDC) number provided by the dispensing pharmacy. 1nvision uses a single Source for determining AWP and updates the AWP source file once a week. 1.4 "Benefit Plan- means the group health plan, insurance plan, prescription drug plan, or other benefit plan sponsored or administered by Plan Sponsor that covers the cost of Covered Medications dispensed to Members. NIN I S A dhnD6071 I p fin;Ql) I I:nl islon Pharmaceutical Sem ice,, Inc. Page I of 24 4r 1.5 "Benefit Specification Form" means the form that is completed by Plan Sponsor, in conjunction with Envision, which details the specifics of the Benefit Plan Such as which prescription medications are covered by Plan Sponsor, any limitations or exclusions, the Benefit Plan's tier structure and Cost Share requirements, and any conditions associated with the specific services to be rendered by Envision under this Agreement (i.e. prior authorizations, drug therapy management, etc.). 1.6 "Brand Drug" means a drug where the Medi-Span multisource ("MONY") code attached to the 11 digit NDC for such drug indicates an "N" (a single -source brand name drug product available from one manufacturer and is not available as a generic), an "M" (a branded drug product that is co -branded and not considered generic, nor is it available as a generic, and is generally considered a single -source drug product despite multiple manufacturers), or an "0" (an original branded drug product available from one or more manufacturers as a generic). A drug is classified as a Brand Drug at the Point -of -Sale based on the MONY code assigned by Medi-Span and shall not be reclassified for any purposes hereunder including the calculation of drug price or rebate guarantees. 1.7 "Claim" means an invoice or transaction (electronic or paper) for a Covered Medication dispensed to a Member that has been submitted to Envision by the dispensing pharmacy or a Member (including transactions where the Member paid 100% of the cost). A "340B Claim" is a Claim which has been processed under Section 340B of the Public Health Service Act. 1.8 "Compound Drug" means a Covered Medication that requires compounding by a pharmacist because it is not available from the manufacturer in the prescribed form or strength. Compound Drugs consist of two or more solid, semi -solid or liquid ingredients, at least one of which is recognized under federal law as a Legend Drug (i.e. a drug that bears the legend: "Caution: Federal law prohibits dispensing without a prescription.") 1.9 "Contract Year" means the complete twelve month period commencing on the Effective Date and each consecutive complete twelve month period thereafter that this Agreement remains in effect. 1.10 "Cost Share" means the amount of money that a Member must pay to the Participating Pharmacy to obtain a Covered Medication in accordance with the terms of the Benefit Plan. The Cost Share may be a fixed amount (co -payment) or a percentage of the drug cost (co-insurance), or a deductible that Must be satisfied before drugs are covered under the Benefit Plan. 1.11 "Covered Medication" means a prescription drug, medication, or device that meets the requirements for covet -age Linder the Benefit Plan, after applying all conditions and exclusions set forth in the Benefit Specification Fon-n, and which is dispensed to a Member pursuant to a written or electronic prescription order or allowable refill. 1.12 "Eligibility File" means that electronic communication supplied to Envision by Plan ,Sponsor which identifies the Members covered under Plan Sponsor's Benefitl"'an, along with other eligibility information necessary for Envision to provide PBM Services hereunder. Plan I'M IS\( ImiOW7 I I )I fini,12 l I-11VIslon IlharnjaCetj I i Cal Serviccs, Inc Pa-e 2 or24 Sponsor acknowledges that eligibility begins on the first day the Member is reported by Plan Sponsor (or its designee) to be effective and continues through the last day the Member appears on the Eligibility File. 1.13 "Employee" means an Employee of Plan Sponsor covered Linder Plan Sponsor's Benefit Plan, together with such Employee's eligible dependents. 1.14 "Generic Drug" means a drug where the Medi-Span multisource code attached to the 11 digit NDC for such drug indicates a "Y" (a generic drug product available from one or more manufacturers). A drug is classified as a Generic Drug at the Point -of -Sale based on the MONY code assigned by Medi-Span and shall not be reclassified for any purposes hereunder including the calculation of drug price or rebate guarantees. 1.15 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended. 1.16 "Licensed Prescriber" means a licensed Doctor of Medicine (M.D.), Doctor of Osteopathy (D.O.), Doctor of Podiatry (D.P.M.), Doctor of Dentistry (D.D.S.), or other licensed health practitioner with independent prescribing authority in the state in which the dispensing pharmacy is located. 1.17 "Manufacturer Derived Revenue" means any discounts, rebates, pharmaceutical manufacturers administrative fees, and any other revenue received by Envision from pharmaceutical manufacturers (whether as a result of the number of covered lives, other incentives or other amounts received) for Covered Medications dispensed to Members. 1.18 "MAC List" means a proprietary list of Generic Drugs for which Envision establishes a maximum price ("MAC Price") payable to the dispensing pharmacy, which inc odes most, but not all Generic Drugs. Envision maintains one commercial MAC List per Participating Pharmacy which is used to both determine the negotiated price payable to the dispensing pharmacy and the price charged to Plan Sponsor. Plan Sponsor will be charged the exact negotiated amount payable by Envision to the dispensing pharmacy without any markup or spread. Envision updates the MAC List from time -to -time as Generic Drugs come on the market or come off the market, or as their availability changes due to market circumstances. Generic Drugs that are excluded from the MAC List include Newly Available Generic Drugs, Single - Source Generic Drugs, and Limited Availability Generic Drugs ("Excluded Cenerics"). For purposes of this definition. a Newly Available Generic Drug is one which, at the time the drug is dispensed, is subject to the Hatch -Waxman 180 day market exclusivity provision, a Single - Source Generic Drug is one which, at the time the drug is dispensed, is available from only one manufacturer, and a Limited Availability Generic Drug is one which, at the time the drug is dispensed, is priced higher than normal due to supply limitations or limited market competition. 1.19 "Member" means each individual (Employee and each of his or her dependents) who has been identified by Plan Sponsor on the Eligibility File as being eligible to receive Covered Medications. I'M INA( I rTiW607 If)( 1-111;112 p 1 1 11VIS1011 I'll U III accul 1 cal Ser%ices. Inc Page 3 oF24 1.20 "NCPDP" shall mean the National Council for Prescription Drug Programs Standard Claims Billing Tape and Payment Format 2.0, or a revised and then current version. 1.21 "Participating Pharmacy" means . a pharmacy (including a designated mail order or specialty pharmacy) that has entered into a negotiated pricing agreement with Envision to dispense Covered Medications to Members. A "Retail Pharmacy" is a pharmacy that dispenses medications to outpatients. 1.22 "Plan Sponsor" means the entity (identified above as Plan Sponsor) which (i) has created and maintains the Benefit Plan on behalf of the Members, and has determined the rules by which the Benefit Plan is to be administered, and (H) is financially responsible for -he payment of Administrative Fees, Fees for Additional Services and Miscellaneous Expenses, and Covered Medications dispensed to Members hereunder. 1.23 "Point -of -Sale" means the location and time that a Covered Medication is dispensed to a Member, and the corresponding Claim is submitted by the dispensing pharmacy for adjudication by Envision's on-line computerized claims processing system (hereinafter "Claims Adjudication System"). 1.24 "Specialty Drug" means those high -cost injectable, infused, oral, inhaled, or biotech drugs which require special ordering, handling and/or patient intervention. Specialty Drugs will be priced based on where the drug is dispensed (i.e. retail, mail order, or specialty pharmacy). 91•�M Envision shall perform the following pharmacy benefit management services (11PBM Services") 2.1 Identification Card: Envision shall provide Plan Sponsor with Envision approved identification cards ("ID Cards"), UP to two per family, for distribution to Members by Plan Sponsor. If requested by Plan Sponsor, Envision shall provide ID Cards directly to Members at no additional cost, except for the cost of postage and handling. Additional ID Cards or replacement ID Cards (i.e. for lost or stolen ID Cards) will be provided at a cost as specified in Exhibit 1. If Plan Sponsor desires to re -design and/or re -issue ID Cards, or for special graphic requests, additional charges may apply. 2.2 Claims Processing: During the term of this Agreement, Envision shall accept, process, and adjudicate Claims for Covered Medications (i) submitted electronically by Participating Pharmacies in National Council for Prescription Drug Programs (NCPDP) formats; (ii) submitted by Members as Direct Member Reimbursements (DMRs, as defined below); or (iii) received from third parties, such as Medicaid, for reimbursement by Plan Sponsor. Claims shall be checked for eligibility, benefit design, Cost Share requirements, and exclusions to determine which Claims are successfully processed, pended for prior authorization, or rejected for ineligibility or other factors in accordance with Plan Sponsor's specifications as set forth in Plan Sponsor's Benefit Specification Form (incorporated herein by this reference). Claims that must he processed manually or require special handling, including, without limitation, (i) DMRs or (ii) Claims received from third parties, such as Medicaid, for reimbursement by Plan Sponsor for 11041SA ObnO607 I .- )(firla12) ( I M islon 11harmaccutic.11 Sm ices. Inc. Page 4 ol'24 ineligible payments, will incur a fee as set forth in Exhibit 1. After termination of this Agreement, Envision shall process Claims for dates of service on or before the efTective date of termination, for a period of ninety (90) days ("Run -Out Period"), subject to the timely payment of invoices as provided herein. 2.3 Direct Member Reimbursement (DMR): Envision shall provide, via its website, a DMR form, for use by Members to obtain reimbursement for amounts paid out-of-pocket (other than Cost Share) for Covered Medications (e.g. Covered Medications dispensed at a non -Participating Pharmacy). Envision shall accept, process, and adjudicate DMR Claims within ten (10) business days of receipt of the DMR form, but shall not be liable to reimburse a Member until Plan Sponsor provides funds for such purpose. 2.4 Pass -Through oug of Discounts and Dispensing Fees: Envision has negotiated discounted drug prices and dispensing fees with Participating Pharmacies. Envision shall pass -through to Plan Sponsor one hundred percent (100%) of the negotiated discount for the drug dispensed (plus any applicable dispensing fee) without any reclassification, mark-up or spread by Envision. The amount charged to Plan Sponsor shall be determined as follows and as specified in Exhibit 1: 2.4.1 For Brand Drugs: Envision shall charge Plan Sponsor the calculated negotiated amount payable to the Participating Pharmacy based on the drug pricing fields (i.e. AWP, MONY code, etc.) for the 11 digit NDC of the drug dispensed, less any applicable Manufacturer Derived Revenue (plus applicable dispensing fees); or, if lower, the Participating Pharniacy's reported usual and Customary price (except for mail order and specialty pharmacies). For purposes of this Agreement, the usual and customary price ("U&C Price") is the retail amount the pharmacy charges its cash paying customers for the drug dispensed, as reported to Envision by the dispensing pharmacy. 2.4.2 For -Generic Dru s: For Generic Drugs included on the then current Envision MAC List, Envision shall charge Plan Sponsor the MAC Price for the drug dispensed; for Generic Drugs not on the MAC List (i.e. Excluded Generics), Envision shall charge Plan Sponsor the calculated negotiated amount payable to the Participating Pharmacy based on the drug pricing fields (i.e. AWP, MONY code, etc.) for the 11 digit NDC of the drug dispensed (plus applicable dispensing fees); or, if lower, the Participating Pharmacy's reported U&C Price (except for mail order and specialty pharmacies). on: Plan Sponsor's Benefit Plan may contain certain 2.4.3 � loditications by Plan programs (e.g. mandatory generic program) and/or rules which determine the way in which ( faims are adjudicated (i.e. what portion of a Claim is payable by Plan Sponsor and what portion is payable by Nlembers). 'I he rules by which Plan Sponsor's Claims are adjUdica,,ed are detailed by Plan Sponsor as set forth in the Benefit Specification Form. To the extent Plan Sponsor's Benefit Plan modifies the standard Claims adjudication process, the Claims Adjudication System will be configured accordingly. However, such modifications shall not result in the reclassification of Claim. NIXNA (finl)0607 I I ){ final? } 1 1:11% iSion Vharmacculic111 Sen ices, 111c. Page 5 of 24 2.4.4 For Dis ensin Fee.-,: Envision shall charge Plan Sponsor the actual dispensing fee amount payable to the Participating Pharmacy for both Brand Drugs and Generic Drugs as applicable. 2.4.5 Drug, Pricing and DispensinpFees: Unless otherwise stated herein, the Annual Average Effective Rates and Annual Average Dispensing Fees set forth in Exhibit I shall be deemed to have been achieved if, overall, the amounts paid by Plan Sponsor for all Claims during the Contract Year are equal to or more favorable than the amounts paid for each drug type or category individually, 2.5 Manufacturer Derived Revenue 2.5.1 Pass-Throituh of Manufacturer —Derived Revenue: Envision has negotiated contracts with pharmaceutical manufacturers to obtain Manufacturer Derived Revenue for eligible Brand Drugs, and shall pass through to Plan Sponsor one hundred percent (100%) of all earned Manufacturer Derived Revenue paid to Envision by contracted pharmaceutical manufacturers for such eligible Brand Drugs. Envision shall include such eligible Brand Drugs on the Formulary, subject to approval by Envision's Pharmacy & Therapeutics Committee. Plan Sponsor acknowledges that its yield of Manufacturer Derived Revenue is dependent on certain factors including, without limitation, the following: (i) whether the terms and conditions of Plan Sponsor's Benefit Plan are consistent with the application of Envision's Formulary; (ii) the structure of Plan Sponsor's Benefit Plan; and (iii) the drug utilization patterns of Members. Plan Sponsor further acknowledges that Plan Sponsor's portion of market share rebates is based on (i) Plan Sponsor's ability to meet and earn market share rebate levels by manufacturer and (ii) the ratio of Plan Sponsor's Claims for a particular rebated drug to the total number of Claims for such drug for all Envision clients, as adjusted for the effect of Plan Sponsor's Benefit Plan (e g. tier structure and Cost Share differentials) on the overall yield of market share rebate. Manufacturer Derived Revenue for Claims paid entirely by Members (e.g s. while the Member has not yet met his or her deductible) and 340B Claimsle for - a Claim oc u i c rr ng are ineligible Manufacturer Derived Revenue, and no Manufacturer Derived Revenue shallb Sponsor for such Claims. be payable to Plan 2.5.2 Pass -Through Methodolog,y: Manufacturer Derived Revenue shall be advanced to Plan Sponsor by adjusting the Claim for an eligible Brand Drug by the estimated Manufacturer Derived Revenue using Envision's patent -pending Point -of -Sale Technology. Envision's Point -of -Sale Technology generates a Claim that will be invoiced to Plan Sponsor at the net price after applying credit for expected earned Manufacturer Derived Revenue. (Plan Sponsor acknowledges that, unless otherwise indicated by Plan Sponsor on the Benefit Specification Form, if Member pays a percentage of the drug cost (i.e. co-insurance) under the Benefit Plan, a proportional amount of the Manufacturer Derived Revenue will be passed on to the Member at the Point -of -Sale). Any earned Manufacturer Derived Revenue (including market share rebates) not applied to Claims at the Point -of -Sale shall be paid to Plan Sponsor when collected by Envision. Z..).4 NOIC Source: Plan Sponsor represents and warrants to Envision that, at no time during or after the term of this Agreement, is Plan Sponsor receiving Manufacturer Derived PHNISA ( 1rm06071 1 Wllna12} € 1 11% ision Pharmaccllfiail Sm icus. Inc Page 6 of 24 Revenue other than through Envision, either directly or indirectly (through a Group Purchasing Organization, drug wholesaler, or otherwise) for Claims processed by Envision Linder this Agreement. Plan Sponsor agrees that it shall not, at any time, submit Claims which have been transmitted to Envision to another pharmacy benefit manager or carrier for the collection of Manufacturer Derived Revenue or create a situation which would cause a manufacturer to decline payments to Envision. Envision reserves the right to recover from Plan Sponsor, and Plan Sponsor shall refund to Envision, any Manufacturer Derived Revenue advanced to Plan Sponsor by Envision which is connected with any Claims for which Plan Sponsor received Manufacturer Derived Revenue from any other source or for amounts advanced to Plan Sponsor by Envision which have been withheld by a manufacturer due to the ineligibility of such Claims for Manufacturer Derived Revenue (i.e. 340B Claims) or breach of these provisions by Plan Sponsor, 2.5.5 Early Termination: Notwithstanding anything herein to the contrary, if this Agreement is terminated for any reason by Plan Sponsor prior to the end of the Initial Term (other than for a material breach by Envision), Plan Sponsor agrees (i) to reimburse Envision for any Manufacturer Derived Revenue advanced to Plan Sponsor that Envision has not collected from pharmaceutical manufacturers within nine months from the effective date of termination; and (ii) all market share rebates payable as of the date of delivery by Plan Sponsor of the notice of termination shall be forfeited by Plan Sponsor. 2.6 Pharmacy Network: Envision shall arrange for the dispensing of Covered Medications to Members pursuant to contracts with a network of Participating Pharmacies. Plan Sponsor understands and agrees that the network of Participating Pharmacies may change from time to time, including the designated mail order provider and/or specialty pharmaceuticals provider. The list of Participating Pharmacies is constantly updated to reflect any changes in the network, including pharmacy addresses and telephone numbers, and is accessible via Envision's website. Plan Sponsor acknowledges that (i) orders exceeding a thirty day supply are not available at all Retail Pharmacies, 00 Covered Medications shall not be dispensed to Members without a prescription order by a Licensed Prescriber; and (iii) the availability of drugs are subject to market conditions and that Envision cannot, and does not, assure the availability of any drug from any Participating Pharmacy. 2.7 Formulary: Envision shall maintain a list of commonly prescribed drugs and Supplies ("Formulary") which has been reviewed by Envision's Pharmacy & Therapeutics Committee (using evidence -based evaluation criteria for safety and efficacy in accordance with URAC standards and, when applicable, CMS guidelines) to be used by Plan Sponsor, Licensed Prescribers, Participating Pharmacies, and Members to guide the selection of cost effective Covered Medications. Hie Formulary may be modified from time to time as new medications and/or new clinical information become available, is constantly updated to reflect any changes. and is accessible via Envision's website. Plan Sponsor acknowledges that adherence to the Formulary is necessary to maximize cost savings and yields in Manufacturer Derived Revenue, however, the determination of which Formulary and non -Formulary drugs are covered, limited. or excluded are governed by Plan Sponsor's Benefit Plan. Any customization of. the Formulary desired by Plan Sponsor for its use Must be approved, in writing, by Envision, and Plan Sponsor acknowledges that such modifications may affect yields in Manufacturer Derived ZeN enUe. P11,MSA ffnn06071 I gfinaQ) 4. himion Pharmaceutical Sermes Inc. Page 7 or24 2.8 Generic Substitution: Unless otherwise specified by Plan Sponsor in the Benefit Specification Form, the Claims Adjudication System will permit Participating Pharmacies to dispense a Generic Drug when a prescription is written for a Brand Drug. The decision to substitute a Generic Drug for a Brand Drug and the choice of drug is at the discretion of the dispensing pharmacy and Subject to the law of the state in which the pharmacy is located. 2.9 Prior Authorizations, Drug Utilization Review,• and Drug Therapy Management 2.9.1 System Generated Prior Authorizations: Envision shall configure the Claims Adjudication System to require prior authorization before Covered Medications are dispensed in certain circumstances which have been specified by Plan Sponsor in the Benefit Specification Form. Examples of system generated prior authorizations include requests for lost or stolen drugs, vacation supplies, certain package sizes, dosage changes, and invalid days' supply. System generated prior authorizations are included in the Administrative Fee. 2.9.2 Clinical Prior Authorizations: If Plan Sponsor has elected to receive Clinical Prior Authorization services from Envision, for those Covered Medications and circumstances specified by Plan Sponsor in the Benefit Specification Form, Envision shall contact the prescriber and verify that the requested drug is appropriate for the diagnosis in the judgment of the prescriber. Plan Sponsor will be charged for Clinical Prior Authorizations as specified in Exhibit L 2.9.3 Concurrent Drug Utilization Review: Envision shall program edits into the Claims Adjudication System which are applied to Claims during the adjudication process to identify the following: duplicate prescriptions; over-utilization/refill too soon; under -utilization; drug interactions; pediatric warnings; geriatric warnings, acute/maintenance dosing; formulary compliance; therapeutic duplication, drug inferred health state; drugs exceeding maximum dose; drugs below minimum daily dosage, and other financial and cost limitations which are specified by Plan Sponsor in the Benefit Specification Form. The Claims Adjudication System will provide the dispensing pharmacy with the appropriate messaging to advise the pharmacy of Concurrent Drug Utilization Review issues. ') 9.4 Retrospective Drug Utilization Review: Envision may review Claims retrospectively, as specified in the Benefit Specification Form, to determine the drug utilization patterns of Members, and report the results of retrospective reviews to Plan Sponsor. Retrospective Drug Utilization Review reports may include, but are not limited to: high cost/high utilization of a particular drug class, or therapeutic appropriateness of drug for a particular disease state, and other agreed upon reports. 2.9.5 Drug I'lierapy Managcment.(DTM) and other Clinical Programs: Envision provides certain clinical programs such as Drug Therapy Management, Drug Therapy Care Gap Management, and Formulary Adherence. Plan Sponsor may elect to receive some or all of these services at an additional charge by indicating so in the Benefit Specification Form. A description and cost ot'these programs will be provided upon request. I'MIS k 0'rn106071 1 Xfina)2) I : Envision I'liff"lacetiticul Sen, ices. Inc. Page 8 of 24 2.10 Business Associate Agreement: Envision shall execute a HIPAA Business Associate Agreement, attached as Exhibit 2. 2.11 Customer Service: Envision shall maintain and operate a customer service center with toll -free customer service numbers and adequately staffed with trained personnel 24 hours a days, 7 days a week, 365 days a year, for the use of Plan Sponsor, Members, Licensed Prescribers, and Participating Pharmacies. 2.12 Records: Envision shall maintain such business records as may be required by applicable law or regulation, or as may be necessary to properly document the delivery of, and payment for, Covered Medications and the provision of services by Envision under this Agreement. 2.13 Reports: Envision shall provide Plan Sponsor with access to web -based report generator through which Plan Sponsor may create and download a variety of standard and customized reports. Envision shall provide training for a Plan Sponsor designated individual on the capabilities of Envision's web -based reporting program. Plan Sponsor represents that the designated individual has received training and has knowledge of the HIPAA privacy and security regulations. Any reports that are to be provided by Envision to Plan Sponsor without cost (other than those available from Envision's web -based reporting program) shall be mutually determined prior to the configuration of Plan Sponsor's Benefit Plan in the Claims Adjudication System and shall be specified in the Benefit Specification Form. Plan Sponsor shall be charged a fee for any other reports requested by Plan Sponsor. 2.14 Distribution of Materials: Envision shall bulk ship printed materials produced by Envision as agreed hereunder to Plan Sponsor at no additional charge. If Plan Sponsor requests ID Cards or other printed materials to be mailed directly to Members, Plan Sponsor shall reimburse Envision its costs of postage and handling. 2.15 Retiree Drug Subsidy (RDS) Reports: For Plan Sponsors which submit requests for drug subsidies under the Medicare RDS program, Envision shall provide Plan Sponsor with quarterly reports summarizing Claims paid by Plan Sponsor for Medicare Part D drugs dispensed to Members who Plan Sponsor has identified on the appropriate form as Medicare eligible retirees. Plan Sponsor acknowledges that any estimated Manufacturer Derived Revenue which has been passed -through to Plan Sponsor will have been deducted from the Claim amounts reported. Unless otherwise specified herein or included under an addendum to this Agreement, Envision shall not be responsible or liable to Plan Sponsor for any RDS services or subsidies. Any assistance requested by Plan Sponsor and/or provided by Envision shall be solely consultative and shall not be deemed to be an acceptance by Envision of any responsibility or liability for the completion or submission of any RDS application or request for subsidies under Medicare Part D. 2.16 Additional Services: Any services to be rendered under this Agreement which are not included in the Administrative Fee shall be itemized in the Exhibits and Addendums hereto along with any associated costs or charges. PBMSA (l'rnIO6 )71 I )glimd2i e 1 misiim Pharmaceutical Services, Ine Page 9 of 24 2.17 ' Performance Guarantees: Envision shall provide PBM Services in accordance with the Performance Guarantees specified in Exhibit 3. Failure to meet targets will be determined by means of reports produced by Envision. If Envision fails to meet any of the Performance Guarantees, and Plan Sponsor desires to assess penalties, payment to Plan Sponsor is payable by Envision within thirty (30) business days. The total amount of penalties payable by Envision in any Contract Year shall not exceed ten percent (10%) of Envision's Administrative Fee paid by Plan Sponsor during applicable Contract Year. Upon approval from Plan Sponsor, payment of penalties may be credited towards future Administration Fees. Failure to meet Performance Guarantees shall not be deemed to be a breach of this Agreement. 3. PLAN SPONSOR RESPONSIBILITIES 3.1 Eligibility Data: Plan Sponsor shall provide Envision (either directly or through an authorized third party administrator) with an Eligibility File, at least monthly, in the HIPAA 834 standard transaction code set format, or such other format as has been previously agreed to by Envision. Plan Sponsor shall provide timely eligibility updates (for example, additions, terminations, change of address or personal information, etc.) to ensure accurate determination of the eligibility status of Members. Plan Sponsor acknowledges and agrees that (i) Envision provides Such eligibility data to the Participating Pharmacies and understands that Envision and Participating Pharmacies will act in reliance upon the accuracy of data received from Plan Sponsor; (ii) Envision will continue to rely on the information provided by Plan Sponsor until Envision receives notice that such information has changed; and (iii) Envision shall not be liable to Plan Sponsor for any Claims or expense resulting from the provision by Plan Sponsor (or its designee) of inaccurate, erroneous, or untimely information. In addition, if Envision must create or update eligibility by manually entering Member data, Plan Sponsor will be charged a data entry fee as specified in Exhibit 1. In lieu of the Eligibility File, Plan Sponsor may provide eligibility information by updating the Claims Adjudication System directly (except for the initial Eligibility File, which must be provided to Envision during the initial implementation), provided Plan Sponsor continues to meet Envision's conditions and specifications for direct eligibility updates. 3.2 Benefit Plan: Plan Sponsor shall provide Envision with complete information concerning the Benefit Plan. Plan Sponsor understands and agrees that Envision shall rely on the terms and conditions provided by Plan Sponsor on the Benefit Specification Form. The Benefit Specification Form may be changed from time to time by Plan Sponsor; provided, however, that the form must be signed by Plan Sponsor and any changes to the Benefit Plan must be communicated to Envision, in writing, at least thirty (30) days before any such change shall be implemented. The most recent executed Benefit Specification Forin shall supersede any prior dated farm. Plan Sponsor shall have sole authority to determine the terms of the Benefit Plan and the coverage of benefits thereunder, however, Plan Sponsor understands and agrees that any change in the Benefit Plan (e.g. mandatory generic program, coverage of oNer-the-counter drugs or medications, etc.) may affect yields in Manufacturer Derived Revenue and average drug pricing, and that Envision will not be liable to Plan Sponsor for a reduction of such yields or increase in pricing which result from any change in the Benefit Plan. I'MINA 0'rm060711 gfin,112) , I nviNion 11harmaccL111cli Services. Inc, flzige 10 of 24 3.3 Payment: Plan Sponsor shall timely pay, or cause its designee to timely pay, Envision for services rendered hereunder in accordance with Section 4 below and Exhibit 1. 3.4 Cooperation: Plan Sponsor shall provide such cooperation and support as reasonably necessary to ensure that Envision can provide all services described hereunder in a timely, responsible, and professional manner. 4. TERMS OF PAYMENT 4.1 Fees and Drua, Pricing: Envision and Plan Sponsor agree that fees for PBM Services and drug pricing payable by Plan Sponsor hereunder are as set forth in Exhibit I hereto, as may be amended in writing from time to time. Plan Sponsor acknowledges that (i) Exhibit I has been reviewed and approved by Plan Sponsor; (ii) the rates specified in Exhibit I are conditioned upon Plan Sponsor's adherence to certain conditions under this Agreement; and (iii) the rates specified in Exhibit I are subject to adjustment for Contract Years after the Initial Term due to, among other factors, changes to administrative costs, changes in the negotiated discounts with Participating Pharmacies, and/or changes in Manufacturer Derived Revenue amounts with pharmaceutical manufacturers. 4.2 Payments for Claims: Envision shall provide Plan Sponsor with an invoice of payable Claims once each week and Plan Sponsor shall pay Envision's invoices no later than 12:00 p.m. on the thirtieth (3 01h) calendar day from receipt of said invoices and backup containing a breakdown of the claims paid. Invoices shall be deemed to have been received by Plan Sponsor upon the earliest delivery of the invoice by mail, e-mail, fax, or courier. 4.3 Financial Responsibility ' : Plan Sponsor understands and agrees that Envision cannot obligate Participating Pharmacies to continue to dispense Covered Medications without receiving payment for past Claims and Envision shall not be obligated to pay Participating Pharmacies if Plan Sponsor fails to timely pay Envision as required under this Agreement. Plan Sponsor understands that, if Plan Sponsor has not paid within seven (7) calendar days of written notice by Envision of a past due Claims invoice, Envision may notify Participating Pharmacies that Plan Sponsor has not timely paid amounts due for Claims. Further, Envision May Suspend the provision of services until any unpaid balance is received and, as a condition of continuing to perform services under this Agreement, require Plan Sponsor to deposit with Envision a reasonable amount to ensure the timely payment of future invoices and/or discontinue advancing Manufacturer Derived Revenue to Plan Sponsor using Envision's Point -of -Sale Technology. Plan Sponsor further agrees that Envision shall not be liable for any consequences resulting from the untimely payment of Participating Pharmacies, including, without limitation, failure to meet any applicable prompt payment laws, due to the failure of Plan Sponsor to timely pay Envision as required Linder this Agreement. Notwithstanding anything herein to the contrary, Plan Sponsor shall be and remain responsible for the payment of all invoices for Covered Medications dispensed to Members, along with any associated Cost Share not timely paid by LIVIerribers, and dispensing fees and taxes. If Plan Sponsor should rail to pay any amounts due Envision hereunder (life to insolvency, bankruptcy, termination of business, sale, or rebuff, Envision reserves the right to pursue pay meet from Members to the extent permitted by law. PINSA 0'rinOW71 I )(fin,Q, division 11harmaLCUtiC111 SenjeeS. file Pip I 1 of 24 4.4 ' Payment of Administrative Fee: Envision shall provide Plan Sponsor with an invoice of Administrative Fees on or about the first day of each month following delivery of services. Administrative Fees are due within thirty (30) calendar days of receipt of Env,sion's invoice. The monthly Administrative Fee is calculated by multiplying the number of Employees who are eligible to receive services hereunder at any time during the prior month (as reflected in the Claims Adjudication System) by the Administrative Fee amount set forth in Exhibit 1. 4.5 ' Fees for Additional. Services and Miscellaneous Expenses: Plan Sponsor agrees to reimburse Envision for Additional Services and Miscellaneous Expenses (e.g. postage) specified in Exhibit I hereunder, within thirty (30) calendar days of receipt of an invoice and supporting documentation. 4.6 Retroactive Disenrollment: Retroactive termination or disenrollment of a group, Employee, or Member shall not release Plan Sponsor of its obligation to pay Claims incurred, at any time, on behalf of such Member, or Administrative Fees due to Envision for such Member during any period for which services were renderable hereunder based on the then current eligibility. 4.7 Taxes: Any sales or use taxes for Covered Medications sold to Members shall be charged, collected, and paid to state and local taxing authorities by the dispensing pharmacy. Plan Sponsor shall reimburse Envision or the dispensing pharmacy for taxes paid as part of the reimbursement for Claims. Other than as stated herein, the Plan Sponsor is not liable under Florida law for sales or use taxes. 4.8 Financial Audit by Plan Sponsor: Plan Sponsor, at its sole expense, may audit Envision's records of Claims adjudicated under this Agreement. Envision shall make available to Plan Sponsor's auditor, any and all financial records containing Plan Sponsor's information and such other records as reasonably necessary for auditor to confirm that the amounts paid by Plan Sponsor are the cost to Envision on the day the Covered Medication was dispensed. Plan Sponsor agrees to not use as its auditors, any person or entity which, in the sore discretion of Envision, is a competitor of Envision, a pharmaceutical manufacturer representative, or any other person or entity which has a conflict of interest with Envision. Plan Sponsor understands that Envision's contracts with pharmaceutical manufacturers, Participating Pharmacies, and other third parties may contain non -disclosure provisions, and hereby agrees to comply with such non- disclosure provisions, subject to requirements of Florida public records law in the Florida Constitution and Chapter 119 of the Florida Statutes. If Plan Sponsor utilizes an independent auditor, such auditor shall execute a conflicts of interest disclosure and confidentiality agreement with Envision prior to the audit. Audits shall only be made during normal business hours following ten (10) days written notice, be conducted without undue interference to Envision's business activity, and in accordance with reasonable audit practices. Plan Sponsor's auditor may inspect Envision's contracts with Participating Pharmacies and pharmaceutical manufacturers at Envision's offices only or by a secure website, and no copies of such contracts may be removed from Envision's offices. Plan Sponsor agrees to disclose the findings and methodologies of a completed audit, and provide Envision with a reasonable period of time to respond to such findings and methodologies, before a demand is made by Plan Sponsor for amounts it believes are due from Envision. If an auditor employed by the County or Clerk deten-nines that monies V3MSA (finnO6071 I WinaQ) I I n% i6in Pharmacemicill Scrvices, 111c Page 12 of 24 paid to Envision pursuant to this Agreement were spent for purposes not authorized by this Agreement, Envision shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Envision. 5. TERM AND TERMINATION 5.1 Tenn: The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect for an initial term of three (3) years ("Initial Term") unless earlier terminated as provided herein. Upon the expiration of the Initial Term, and each subsequent renewal term, this Agreement shall• renew automatically for an additional term of one year; unless, at least sixty (60) days prior to the end of such term, either party hereto notifies the other, in writing, of its intent that the Agreement terminate at the end of the current term. 5.2 Termination: This Agreement may be terminated as follows: 5.2.1 For Cause: By either party hereto in the event the other party breaches any of its material obligations hereunder, provided, however, that the defaulting party shall have thirty (30) days to correct such breach after written notice is given by such non -breaching party specifying the alleged breach; 5.2.2 Insolvency: By either party hereto in the event the other party (i) is adjudicated insolvent, under state and/or federal regulation, or makes an assignment for the benefit of creditors; (ii) files or has filed against it, or has an entry of an order for relief against it, in any voluntary or involuntary proceeding under any bankruptcy, insolvency, reorganization or receivership law, or seeks relief as therein allowed, which filing or order shall not have been vacated within sixty (60) calendar days from the entry thereof; (iii) has a receiver appointed for all or a substantial portion of its property and such appointment shall not be discharged or vacated within sixty (60) calendar days of the date thereof, (iv) is Subject to custody, attachment or sequestration by a court of competent jurisdiction that has assumed of all or a significant portion of its property; or (v) ceases to do business or otherwise terminates its business operations, is declared insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement or similar proceeding; 5.2.3 Failure to Pay: By Envision, upon reasonable notice, in the event Plan Sponsor fails to pay Envision according to terms of this Agreement. 5.2.4 Termination Without Cause: By either party, effective no sooner than the end of the second Contract Year, by providing the other party with at least sixty (60) days written notice. 5.3 Notices: All notices required in this Section 5 shall be reasonably specific concerning the cause fbr termination and shall specify the effective date and time of termination. 5.4 Effect of Termination: Termination of this Agreement For any reason shall not release any party hereto from obligations incurred Linder this Agreement prior to the date of termination. All serN ices required to be performed Linder the terms of this Agreement shall be provided 11IMS % ffrni(1071 1 )(fina12y c I'm ision Pharmaceutical Sery wo. Inc Page 13 of 24 through the effective date of termination. Except as otherwise agreed, in writing, no services shall be provided by Envision after the effective date of termination. All payments required to be paid under the terms of this Agreement shall be paid in full. 6. CONFIDENTIAL INFORMATION 6.1 Confidentiality: Except as otherwise stated herein or required by law, neither party hereto shall disclose any information of, or concerning the other party which has either been provided by one party to the other or obtained by a party in connection with this Agreement (including this Agreement and the terms of this Agreement) or related to the services rendered under this Agreement, all of which information is deemed confidential information. All data, information, and knowledge supplied by a party hereto shall be used by the other party exclusively for the purposes of perforriling this Agreement. Notwithstanding any of the foregoing to the contrary, "confidential information" shall not include any information which was known by a party prior to receiving it from the other party, or that becomes rightfully known to a party from a third party under no obligation to maintain its confidentiality, or that becomes publicly known through no violation of this Agreement. 6.2 Protected Health Information: Plan Sponsor will have access to Protected Health Information (PHI) (as defined by HIPAA) contained in reports provided by Envision or accessed by Plan Sponsor via Envision's website. Plan Sponsor agrees, for itself and its employees, that PHI shall not be used for any impermissible purpose, including, without limitation, the use of PHI for disciplinary or discriminatory purposes, and any user names and passwords assigned to designated individuals shall not be shared with non -designated individuals. 7. INDEMNIFICATION 7.1 Limited Indemnification by Envision: Envision hereby agrees to indemnify, hold harmless, and defend Plan Sponsor and its employees, officers, directors, trUStees, shareholders, and agents from and against any and all liabilities, actions, claims, damages, costs, losses and expenses (including without limitation, reasonable costs of investigation and attorneys' fees) caused by or arising out of (i) any act or omission by Envision in the performance of the services provided under this Agreement; or (ii) any breach of any representation, covenant, or other agreement of Envision contained in this Agreement. 7.2 Limited Indemnification by Plan Sponsor: Subject to the limitations of Section 768.28, Florida Statutes, Plan Sponsor hereby agrees to indemnify, hold harmless, and defend Envision and its employees, officers, directors, shareholders, affiliates and agents from and against any and all liabilities, actions, claims, damages, costs, losses and expenses (including without limitation, reasonable costs of investigation and attorneys' fees) caused by or arising out Of (i) the provision b) Plan Sponsor or its designee of erroneous information, or (ii) Plan Sponsor's ft-lihirc to comply with state or federal law in the operation of its Benefit Plan. 7.3 L.imitation of Liability: Except for the indemnification obligations set forth above, each party's liability to the other hereunder will in no event exceed the actual proximate losses or damages caused by breach of this Agreement. In no event will either party or any of their I'MISA (CF111000*71 I H fina12 j i I m ision 11harmacetifical lwn ius. Inc Page 14 ot'24 respective affiliates, directors, employees or agents, be liable for any indirect, special, incidental consequential, exemplary or punitive damages, or any damages for lost profits relating to a' relationship with 'a third party, however caused or arising, whether or not they have been informed of the possibility of their occurrence. 7.4 Survival: This Section 7 shall survive the expiration or termination of this Agreement for any reason. 8. RELATIONSHIP WITH CONTRACTED PHARMACIES Plan Sponsor acknowledges that Envision is neither an operator of pharmacies nor exercises control over the professional judgment used by any pharmacist when dispensing drugs or medical supplies to Members. Nothing in this Agreement shall be construed to usurp the dispensing pharmacist's professional judgment with respect to the dispensing or refusal to dispense any drugs or medical supplies to Members. Plan Sponsor releases Envision from any liability arising from the dispensing of drugs or medical supplies by any pharmacy to Members. 9.GENERAL 9.1 Legal Status: Nothing in this Agreement shall be deemed to confer upon Envision the status of a fiduciary (as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Americans with Disabilities Act, as amended ("ADA"), or by any other definition), except to extent, in the performance of its obligations under this Agreement, Envision exercises actual discretionary control over the property of Plan Sponsor, or as required Linder applicable law. Further. Plan Sponsor retains the sole responsibility for the terms and/or validity of the Benefit Plan; the interpretation and determinations of coverage under the Benefit Plan, and for the disclosing or reporting of information regarding the Benefit Plan or changes in the Benefit Plan (e.g., calculation of Cost Share or creditable coverage) as may be required by law to be disclosed to governmental agencies or Members. 9.2 Independent Contractors: Envision and Plan Sponsor are independent contractors. Notwithstanding anything herein to the contrary, neither party hereto, nor any of its respective employees, shall be construed to be the employee, agent, or representative of the other for any reason, or liable for any acts of omission or commission on the part of the other. 9.3 f-'xclusivity: During the term of this Agreement, Envision shall be the sole provider of PBM Services to Plan Sponsor, including, without limitation, the exclusive contractor of rebates with pharmaceutical manufacturers for Plan Sponsor's Claims. 9.4 Assignment: Except as follows, this Agreement may not be assigned ')y either party hereto without the prior express written consent of the other party, which may not be unreasonably withheld. 9.5 Bindingject: -Lf This Agreement and the exhibits and schedules attached hereto shall be binding upon and inure to the benefit of the respective parties hereto and Licir respective Successors and assigns. I I gfihjtsJ2, ' I m IN1011 14hirl"acculical Sm ico- Inc, Nige 15 of 24 9.6 Intellectual Property: Each party hereto reserves the right to and control of the use of their names, symbols, trademarks or service marks presently existing or hereafter established, and no party may use any names, symbols, trademarks or service marks of any other party without the owner's written consent. 9.7 Waiver: Neither the failure nor any delay on the part of either party hereto to exercise any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. In the event any party hereto should waive any breach of any provision of this Agreement, it will not be deemed or construed as a waiver of any other breach of the same or different provision. 9.8 Severability: The invalidity or non -enforceability of any term or provision of this Agreement shall in no way affect the validity or enforceability of any other term or provision. 9.9 Change in Law or Market Conditions: If any law, regulation, or market condition (e.g. an applicable industry standard reference on which pricing hereunder is based, changes the methodology for determining drug price in a way that materially changes the pricing or economics of the Agreement), either now existing or subsequently occurring, affects the ability of either party hereto to carry out any obligation hereunder (a "Material Change"), Envision and Plan Sponsor shall renegotiate the affected terms of this Agreement, in good faith, to preserve, to the extent possible, the relative positions of the parties that existed prior to such Material Change. Either party may notify the other party of a Material Change. If a successful renegotiation is not achieved within thirty (30) days after notification of a Material Change, any failure of the affected party to meet its obligations hereunder due to the effect of such Material Change shall not be deemed to be a breach of this Agreement; however, if continuation of the Agreement without modification is in violation of any law or regulation, or makes it impracticable for the affected party to meet its obligations hereunder., either part) may terminate this Agreement with sixty (60) days prior written notice. 9.10 Headings: The section or paragraph headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 9.11 Entire Agreement: This Agreement shall constitute the entire agreement between Envision and Plan Sponsor with respect to the subject matter herein and supe-sede any prior understanding or agreements of any kind preceding this Agreement with respect to such subject matter. Any modification or amendment to this Agreement, or additional obligation assumed by Envision or Plan Sponsor in connection with this Agreement, shall be binding only if evidenced in a writing signed by both parties hereto, No term or provision of this Agreement shall establish a precedent for any term or pro -vision in any other agreement. 9.12 Acceptance of Offer: Notwithstanding anything herein to the contrary. this Agreement shall not be binding upon the parties hereto unless and until the Agreement is signed and executed by a duly authorized officer or each of the parties. The signing of this Agreement by Plan Sponsor constitutes an offer only until the same has been accepted by Envision. PINSA IfillIK071 1 1(finaM I h1% kion Pharmaceutical Scr% ices. Ine Page 16 of 24 9.13 ' Mediation: If either party to this Agreement should declare a breach of this Agreement, or if any dispute arises from this Agreement or the subject of this Agreement, Vie parties shall first submit the matter to non -binding mediation (not arbitration) and attempt to resolve the matter, in good faith, prior to the institution of any arbitration or any other legal action. Any statements made at such mediation shall be for settlement purposes only and shall not be construed to be an admission. A party demanding mediation shall be entitled to obtain a court order mandating mediation if the other party does not agree to commence mediation within thirty (310) days after written demand. The fees and costs incurred by the party seeking such court order shall be reimbursed by the other party; otherwise, each party shall pay its own costs of mediation. All Such mediation proceedings shall be conducted on a confidential basis. The mediation shall be conducted in Key West, Florida. 9.14 Choice of Law: This Agreement shall be construed, interpreted, and governed according to the laws of the State of Florida, except to the extent such laws are preempted by applicable Federal law. 9.15 Force Maieure: Neither Envision nor Plan Sponsor will be deemed to have breached this Agreement or be held liable for any failure or delay in the performance of all or any portion of its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, boycotts, lock -outs, acts of terrorism, acts of war or war -operations, restraints of government, power or communications line failure or other circumstances beyond such party's control, or by reason of the judgment, ruling or order of any court or agency of competent jurisdiction, or change of law or regulation (or change in the interpretation thereof) subsequent to the execution of this Agreement. The party claiming force majeure must provide the other party with reasonable written notice. However, as soon as cause preventing performance ceases, the party affected thereby shall fulfill its obligations as set forth under this Agreement. This Section 9.15 shall not be considered to be a waiver of any continuing obligations under this Agreement, including, without limitation, the obligation to make payments, 9.16 Notices: All notices required under this Agreement shall be in writing. signed by the party giving notice and shall be deemed sufficiently given immediately after being delivered by hand, or by traceable overnight delivery service, or by registered or certified mail (return receipt requested), to the other party at the address set forth below or at such address as has been given by proper notice. 9.17 RepreIgntations: Each signatory named below represents and warrants that he or she (i) has read this Agreement, Exhibits, and other attachments, and fully understands and agrees to the content therein; (ii) has entered into this Agreement voluntarily; (iii) has not transferred or assigned or otherwise conveyed in any manner or form any of the rights, obligations or claims which are the subject matter of this Agreement; and (iv) has the full power and authority to execute this Agreement. Envision further represents that there are no organizational arrangements that Could potentially create a conflict of interest that affects clinical or financial decisions. Plan Sponsor further represents and warrants that (i) the entering into this Agreement MWIN % (frI110607 I if fina12) f I rnision Pharnmectifical Services. Inc. Page 17 of 24 for PBM Services is not in violation of any other agreement; (ii) has no undisclosed conflicts of interest; and (iii) it maintains, and shall continue to maintain throughout the term of this Agreement, any and all licenses, governmental authority, or other authorization required to operate an entity of its type. 9.18 Conflict of Interest: Envision warrants that, with respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or Secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, Envision agrees that the Plan Sponsor shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Envision also warrants that it has not employed, retained or otherwise had act on its behalf any former Monroe County officer or employee in violation of Section 2 of Ordinance No. 10- 1990 or any Monroe County officer or employee in violation of Section 3 of Ordinance No. 10- 1990. For breach or violation of this provision Monroe County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former Monroe County officer or employee. IN WITNESS WHEREOF, Envision and Plan Sponsor have executed this Agreement as of the Effective Date above. For ENVISION: By: Josedh R. Schauer Print Name &'I"itle Address: Envision Pharmaceutical Services, Inc 2181 Past Aurora Road T,Ainsburg, OH 44087 I'll: 330-405-8080 FX: 330-405-8081 0. ff- 0 1 0. IN lamvm ASSIST "T'-C­0­U­N-T'Y­ATT0RNEY Date 13 oil !IM= (.1rn)06071 1)(Fma12) For PLAN SPONSOR: By: X� I 17 C( UA �q Print Name & Title f v Q- C& C I'\ L Address: MCBOCC 1100 Simonton Street Key West, FL 33040 PH: 305-292-4452 FK: E-MAIL: FEIN:-,E2 - L CSC; t� ATTEyt-6ANNYLKOLUM2 DEPUTY CLERK his,ision Pharmaceutical Smices, Inc. Page 18 of 24 EXHIBIT I DRUG PRICING AND FEES Drug Pricing and Dispensing FeCS(Al Supply/Source BRAND GENERIC Based On 3 Year Drug Price (13) Dispensing Drug Price" Dispensing Contract Fee") Fee (D) Annual Average 30 Days' Supply at a Effective Rate of AWP minus 13.55% Annual Annual Average Annual Retail Pharmacy (Equivalent to Pre- Average Effective Rate of Average Settlement discount of $1.40 AWP minus 73% $1.50 17%) Annual Average 90 Days' Supply at a Effective Rate of Annual Average Retail Pharmacy AWP minus 18.75°/® None Effective Rate of None (non -Mail Order) (Equivalent to Pre- AWP minus 74% Settlement discount of 22%) Annual Average Mail Order (at EtTective Rate of Orchard Pharmaceutical Annual Average AWP minus 19.8% $9.50 Effective Rate of $9.50 Services) (Equivalent to Pre- AWP minus 86% Settlement discount of 23%) Specialty (at Walgreens Specialty (Pass -through of negotiated price with dispensing pharmacy) A PharniacI.y I Calculated price using the applicable negotiated contract rate (i.e. AWP or MAC rate, or U&C Price). In order to illustrate economic neutrality to the 2009 McKesson/First Data Bank Settlement, the pre - settlement AWP values noted in this exhibit have been adjusted to restore the relationship between WAC and AWP as it was prior to September 26"', 2009. Only the post -settlement AWP values are used to calculate the Average Annual Effective Rates as set forth in Exhibit 1. If the calculated price is lower than the allowable amount Linder any state Medicaid "Favored Nations" rule, Envision shall pass -through, and Plan Sponsor shall pay, the Medicaid allowable amount. (Ili Annual Average Effective Rate for Brand Drugs is calculated using actual price paid to pharmacies by Lm ision (before deducting Mannfaviiirer DeritN1 r­ ..11 n,....i n..... - -- -_ , - -, .... ­ - - -- '.5 . ...... — kill.-ALIU111LA paid at the U&C Price) during a Contract Year, excluding (i) Compound Drugs, (ii) Specialty Drugs, (iii) Claims from non -Participating Pharmacies, (iv) Claims paid at the Medicaid allowable amount, (v) 340B Claims, Annual Average Effective Rate For Generic Drugs is Calculated using actual price paid to pharmacies by Fnvision for all Generic Drug Claims (including Claims paid at the U&C Price) during a Contract Year, excluding (i) Excluded Generics, 00 Compound Drugs,_(III) SpeclaI. Llrlul�sl -CINI) _fro[Li non- ... . . ..... ....... 1113,\45.\ ffrn*6071 I )(fina)2) t. VIIN, ision 11harniaccuticill Services. Inc. Pwe 19 of 24 Participating Pharmacies, (v) Claims paid at the Medicaid allowable amount, (vi) 340B Claims, (D) Annual Average Dispensing Fee is the average per Claim fee for all Claims (including Claims paid at the U&C Price) during a Contract Year, excluding (i) Compound Drugs, (ii) Specialty Drugs, (iii) Claims from non -Participating Pharmacies, (iv) Claims paid at the Medicaid allowable amount. Administrative Fee (Payable to Envision; not including fees payable to Plan Sponsor's TPAs, consultants, or brokers, if any) For Contract Year 1: $3.75 Per Employee, Per Month (PEPM) For Contract Year 2: $3.75 PEPM For Contract Year 3: $3.75 PEPM Fees for Additional Services and Miscellaneous Expenses 1. Replacement by Envision of lost or stolen ID Cards $1.00 per card plus cost of postage 2. Manual Claims Processing and Direct Member Reimbursements (DMRs) $1.50 per Claim processed 3. Manually create or update the Eligibility File $ 1.00 per Member data entry 4. Ad Hoc Computer or Report Programming $150.00 per hour 5. Clinical Prior Authorizations $8.00 per authorization PINS 1 (Crm(10071 I )(FuI2� ho iNion 11harniaccutical ticr% icus, Inc Pa-e 20 of 24 4P BUSINESS ASSOCIATE AGREEMENT This BUSINESS ASSOCIATE AGREEMENT (the "Agreement") is effective the 1" day of October, 2011 (the "Effective Date"), by and between Envision Pharmaceutical Services, Inc. ("Business Associate") and Monroe County Board of County Commissioners ("Plan Sponsor"), each referred to individually herein as a "Party" or collectively as the "Parties". A. Plan Sponsor sponsors a health benefit plan that provides coverage for prescription medications and supplies to covered members. Plan Sponsor has entered into a service agreement with Business Associate to provide certain administrative services to, or on behalf of, Plan Sponsor. B. In order for Business Associate to provide services to Plan Sponsor, Plan Sponsor may disclose certain Protected Health Information ("PHI") (as defined in Article I of this Agreement) of Plan Sponsor's members to Business Associate and anticipates that Business Associate will create or receive PHI on behalf of Plan Sponsor. C. The Parties also anticipate that Business Associate will be required to create, receive, maintain, or transmit ePHI (as defined in Article I of this Agreement) on behalf of Plan Sponsor in order to provide services to Plan Sponsor. D. Business Associate desires to provide the satisfactory assurances required by HIPAA to Plan Sponsor and further define the rights and responsibilities of the Parties under HIPAA for the exchange of PHI, including ePHI. E. Title X111 of the American Recovery and Reinvestment Act of 2009, also known as the Health Information Technology for Economic and Clinical Health ("HITECH") Act, amends HIPAA (as defined in Article I of this Agreement). F. This Agreement incorporates provisions 42 U.S.C. § 1793 1 (a) and 42 U.S.C. § 17934(a) of the HITECH Act. NOW, THEREFORE, the Parties, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, do hereby agree as follows: Article I - Definitions For the Purposes of this Agreement, the following defined terms shall have the following definitions. Except as otherwise stated herein, the defined terms used in this Agreement shall have the meanings given them under the Health Insurance Portability and Accountability Act of 1996 and the regulations thereunder, including any amendments thereto ("HIPAA"). "Breach" shall mean the acquisition, access, use, or disclosure of PHI in a manner not permitted Linder Subpart E of 45 C.F.R. Part 164 (regarding the privacy of PHI, otherwise known as the "I-IIPAA Privacy Standards"), which compromises the security or privacy \13AA [Rev o3-()2-2j1()j of the PHI, For Purposes of this definition, "compromises the security or privacy of the PHI," means poses a significant risk of financial, reputational, or other harm to the Individual. If the use or disclosure of PHI does not include the identifiers listed in 45 C.F.R. § 164,514(e)(2), date of birth, and zip code, the use or disclosure does not compromise the security or privacy of the PHI, and is not deemed to be a Breach. "Breach" also excludes: (1) Unintentional acquisition, access, or use of PHI by an employee or a person acting under the authority of Business Associate, if such acquisition, access, or use was made in good faith and within the scope of the authority, and does not result in further use or disclosure in a manner not permitted under the HIPAA Privacy Standards. (2) Inadvertent disclosure of PHI from a person authorized to access PHI at Business Associate to another person authorized to access PHI at Business Associate, and the information received as a result of the disclosure is not further used or disclosed in a manner not permitted under the HIPAA Privacy Standards. (3) A disclosure of PHI in which Business Associate has a good faith belief that an unauthorized person to whom PHI is disclosed would not reasonably have been able to retain the information. 1.2, "Compliance Date" shall mean April 14, 2004 with regard to the HIPAA Privacy Standards, and April 20, 2006 with regard to Subpart C of 45 C.F.R. Part 164 (regarding the security of ePHI, otherwise known as the "HIPAA Security Standards"), 1.3. "Designated Record Set" shall have the meaning prescribed to it in the HIPAA Standards. 1.4. "Electronic Media'? shall have the meaning Prescribed to it in the HIPAA Standards. 1.5. "Electronic Protected Health Care Information" ("ePHr?) shall mean PHI that is transmitted or maintained in Electronic Media. 1.6. "HHS" shall mean the U. S. Department of Health and Human Services. 1.7. "HIPAA Standards" shall mean the standards for privacy and security of Individually Identifiable Health Information found at 45 C.F.R. Parts 160 and 164. 1.8. "Individual" shall have the same meaning as the term "individual" in the HIPAA Standards and shall include a person who qualifies as a personal representative in accordance with the HIPAA Standards. 1.9. "Individually Identifiable Health Information" shall have the meaning prescribed to it in the HIPAA Standards. 1.10, "Protected Health Information" ("PHI") shall have the meaning prescribed to it in the HIPAA Standards, limited to Individually Identifiable Health Information transmitted or MAA Iftey 0.3-02-20101 2 maintained in any form or medium that Business Associate creates or receives from or on behalf of Plan Sponsor. "Required by Law" shall have the same meaning as the term "required by law" in the HIPAA Standards. 1.12. "Secretary" shall mean the Secretary of HES, or his or her designee. 1.13. "Unsecured PHI" shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of Public Law 111-5 on the HHS Website. Article 2- Rmini-ec Associate Use and Discincim- of PHI and ePHI 2.1. Purpose. As further described above under Recitals, Business Associate performs certain administrative services for the Plan Sponsor. 2.2. Receipt andUseof PHI. Performance of administrative services requires that Business Associate receive and use PHI obtained from or on behalf of Plan Sponsor, or that Business Associate create, receive, maintain, or transmit ePHI on behalf P Sponsor. To perform these administrative services, Business AssociateI of Ian may use or disclose PHI provided such use or disclosure would not violate the HIPAA Standards if done by Plan Sponsor. However, Business Associate may use PHI internally to carry out its legal responsibilities and for its proper management, internal auditing, and administration, and at the request of Plan Sponsor, to provide data aggregation services to Plan Sponsor as permitted by the HIPAA Standards. 2.3. Disclosure Of PHI. Performance of administrative services by Business Associate may require that Business Associate disclose PHI to agents or subcontractors of Business Associate. Business Associate may disclose PHI to third parties with which it contracts to assist in providing administrative services, and to its agents to carry out Business Associate's legal responsibilities, for proper management, internal auditing, and administration, only if (a) Business Associate obtains reasonable assurances from such third parties or agents that the PHI will be held by them confidentially and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to them, (b) such third parties or agents agree to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of ePHI, and (c) such third parties or agents agree to notify Business Associate of any instance of which they are aware that the confidentiality of the information has been breached or that a security incident has occurred. Notwithstanding the foregoing, Business Associate will be permitted to exchange Pill or ePHI freely with any Business Associates of the Plan Sponsor with which the Plan Sponsor has executed a Business Associate Agreement/Addendum. 2.4. 20nbli.Lgation for Use and Disclosure of PHI. All PHI does not fall within the definition of ePHI and therefore all PHI is not subject to the HIPAA Security Standards. However, all ePHI falls within the meaning of PHI and is therefore subject to the HIPAA Privacy Standards in the same manner as other PHI. UJAA 11to. 03-02-201()J 2.5. Satisfactor Assurances. After the Compliance Dates (as defined in Article I of this Agreement), Plan Sponsor may not transfer or transmit PHI or ePHI to Business Associate or permit Business Associate to create, receive, or transmit PHI or ePHI satisfactory assurances from Business Associate that it behalf of Plan Sponsor without satisf on will appropriately safeguard the information. Article 3, Diifii-q of nil--- Associate 3.1. Limitations on Use of PHI. Business Associate shall not use PHI except as permitted or required by this Agreement or as Required by Law. Business Associate shall only use PHI in a manner that is consistent with the HIPAA Standards. 3.2. Limitations on Disclosure of PHI. Business Associate shall not disclose PHI except as permitted or required by this Agreement or as Required by Law. Business Associate shall only disclose PHI in a manner that is consistent with the HIPAA Standards. 3.3. Minimum Necessary. Business Associate shall request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure, in accordance with 42 U.S.C. § 17935(b). 3-4. Safeguarding PHI and ePHI. Business Associate shall use appropriate safeguards to prevent the use or disclosure of PHI other than as permitted by this Agreement. Business Associate shall comply with the provisions of 45 C.F.R. §§ 164.308, 164,310, 164.312 and 164.316 in the same manner that such provisions apply to plan Sponsor, and implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the ePHI that it creates, receives, maintains, or transmits on behalf of Plan Sponsor as required by the HIPAA Standards. 3.5. Third Party ARM-En"It& Business Associate may need to enter into agreements with third parties, including agents or subcontractors, in order to satisfy its obligations to Plan Sponsor. Should Business Associate disclose to these third parties or agents any PHI received from Plan Sponsor, Business Associate shall require such third parties or agents to agree, in writing, to (a) be bound by the same restrictions and conditions that apply to Business Associate under this Agreement, and (b) implement reasonable and appropriate administrative, technical and physical safeguards to protect PHI and the confidentiality, integrity and availability of ePHI. Notwithstanding the foregoing, Business Associate will be permitted to exchange PHI or ePHI freely with any Business Associates of the Plan Sponsor with which the Plan Sponsor has executed a Business Associate Agreement/Addendum. 3.6. Reporting Unauthorized orized Uses and Disclosures and Security curity Incidents. If Business Associate becomes aware that Unsecured PHI has been, or is reasonably believed to have been accessed, acquired, used, or disclosed as a result of a Breach by Business Associate, its employees, officers, or other agents, or a security incident involving ePHI, except as provided in 45 C.F.R. § 164.412, Business Associate shall notify Plan Sponsor of the Breach, in writing, without unreasonable delay, and no later than sixty (60) calendar days after discovering the Breach. Business Associate is deemed to have discovered the 11AA [Rev. 03-02-20101 4 Breach on the first day Business Associate knows about the Breach, or by exercising reasonable diligence, would have been known to any person, other than the person committing the Breach, who is an employee, officer, or other agent of Business Associate. 3.7. Content of Notification. To the extent possible, Business Associate's notice to Plan Sponsor shall include the identification of each Individual whose Unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed during the Breach. At the time of notification or soon thereafter as information becomes available, Business Associate shall provide the following information to Plan Sponsor: (a) A brief description of what occurred, including the date of the Breach and the date of discovery of the Breach, if known; (b) A description of the types of Unsecured PHI involved in the Breach; (c) Steps Individuals should take to protect themselves from potential harm resulting from the Breach; (d) A brief description of what Business Associate is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any further Breaches; and (e) Contact procedures for Individuals to ask questions or learn additional information, including a toll -free telephone number, an e-mail address, website or postal address. 3.8. Burden of Proof. Business Associate shall have the burden of demonstrating that it made all notifications to Plan Sponsor, including evidence showing the necessity of any delay, or that the use or disclosure did not constitute a Breach. 3.9. Mitigation of Disclosure of PHI. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. 3.10. Access to PHI. Within ten (10) business days of Plan Sponsor's written request, Business Associate shall provide Plan Sponsor or an Individual who is the subject of the PHI with access to PHI in Business Associate's possession, if Business Associate's information consists of Designated Record Set in order for Plan Sponsor to comply with 45 C.F.R. § 164.524. 3.11. Availability of PHI for Amendment. The parties acknowledge that the H1PAA Standards permit an Individual who is the subject of PHI to request certain amendments of his or her records. Within ten (10) business days of Plan Sponsor's written request, Business Associate shall make PHI contained in a Designated Record Set in Business Associate's Possession available for amendment and shall incorporate any amendments in accordance with 45 C.F.R. § 164.526. \13AA JRo 03•()2-20101 3.12. Accountina of Disclosures. Business Associate agrees to document disclosures of PHI, and to make available, within ten (10) business days of Plan Sponsor's written request, information to Plan Sponsor concerning Business Associate's disclosure of PHI for which Plan Sponsor needs to provide an Individual with an accounting of disclosures as required by 45 C.F.R. § 164.528. Should an accounting of the PHI of a particular Individual be requested more than once in any twelve (12) month period, Business Associate may charge Plan Sponsor a reasonable, cost -based fee. 3.13. Availability of Books and Records. For purposes of determining compliance of Plan Sponsor with the H1PAA Standards, Business Associate agrees to make available to the Secretary its internal policies and procedures, books and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Plan Sponsor. 3.14. Return of PHI at Termination. Upon termination of this Agreement, Business Associate, as well as any agents or subcontractors of Business Associate, shall, where feasible, return to Plan Sponsor, or with the permission of Plan Sponsor, destroy all PHI received from or created or received by Business Associate on behalf of, Plan Sponsor and shall retain no copies of PHI. When return or destruction is not feasible, the duties of Business Associate under this Agreement shall be extended to protect the PHI retained by Business Associate. Business Associate agrees to limit further uses and disclosures of the information retained to those purposes that made the return or destruction infeasible. Article 4: Tenn and Termination 4.1. Basic Term. The term of this Agreement shall commence on the effective date stated above and shall terminate when all of the PHI provided by Plan Sponsor to Business Associate, or created or received by Business Associate on behalf of Plan Sponsor, is returned or, at the discretion of Plan Sponsor, is destroyed, in accordance with Section 3.14 of this Agreerfient. 4.2. Termination for Breach. In the event Business Associate breaches or otherwise defaults under this Agreement, Plan Sponsor may provide an opportunity for Business Associate to cure the breach within thirty (30) days, or immediately terminate this Agreement by providing written notice to Business Associate; provided, however, all of the obligations imposed on Business Associate hereunder shalt continue. Article 5: Miscellaneous 5.1. Re ulatory References. A reference in this Agreement to a section in the 141PAA Standards means the section as in effect or as amended. 5.2. Amendment. The Parties to this Agreement agree to take such action to amend this Agreement from time to time as is necessary to comply with the requirements of HIPAA. 5.3. Prior Business Associate Agreements or Addenda. This Agreement shall supersede any prior Business Associate Agreement or Business Associate Agreement Addenda. \HA, jRo 03-02-20101 6 5.4. Survival. The respective rights and obligations of Business Associate under Section 3.14 of this Agreement shall survive the termination of this Agreement. 5.5. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Plan Sponsor to comply with the HIPAA Standards. 5.6. ff_1PAA- Business Associate will comply with all requirements under HIPAA that apply to business associates. IN WITNESS WHEREOF, the parties have, by their duly authorized representatives, executed this Agreement to be effective as of the date first above written. PLAN SPONSOR; By: All t— Li r r ct 7L h (' Print Name &Title /)1'k1Vo'- 042 v Za afad-!ttf a BUSINESS ASSOCIATE: By: —9 i:: � 0 L� �-- 4��'— - -, �— � Joseph R. Schauer, COO Print Name & Title SEAM) I;T�E- gc 0 A N N Y L. K, HAGE 0 DEPUTY CLERK Cl-_11-1/ \HAA lRev. 0.3-02-20101 EXHIBIT 3 Minimum Performance Standards *TOTAL CATEGORY/ DOLLAR AMOUNT MEASURE TARGET DEFINITION AT RISK System Availability 99.5% Calculated as the amount of time the $1,000 POS system is available to process claims. System Response time/ <4 seconds Calculated as the time commencing $1,000 measured annually immediately after receipt of the last character of a transaction submitted by a pharmacy until the first character of the response is sent to the pharmacy. Retail Paper Claims Processing Time Percent of direct member 95% Calculated as the number of claims $1,000 submitted prescription reimbursed or responded to within 10 drugs claims reimbursed business days, divided by the total or responded to within number of prescription drugs for a 10 business days specified time period Mail Order Claims Processing Time Turnaround time for 95% within 2 Measured in business days from the $1.000 prescription drugs business days date a prescription drug claim is requiring no intervention received by the PBM (either via paper, phone, fax, or Internet) to the date it is mailed Turnaround time for 98% within 5 Measured in business days from the $1,000 prescription drugs business days date a prescription drug claim is requiring administrative or less received by the PBM (either via paper, /clinical intervention phone, flax, or Internet) to the date it is mailed P14% IS. N ( frin0607 I I,( finaI2) t 1 11% ision Pharmaceutical Services. Inc. Page 22 ot'24 Retail and Mail Claims Processing Accuracy Percent of all claims paid >99.98% Based on PBM's internal quality $1,000 with no errors Retail review. Calculated as all claims >99.98% audited and found to be without error Mail of any form, divided by all claims audited Customer Service Percent of calls that will 95% The amount of time that elapses $1,000 be answered within 30 answered in between the time a call is received seconds an average of into a customer service queue to the 30 seconds or time the phone is answered by a less Customer Service Representative (CSR) Percent of calls <4% Percentage of calls that are not $1,000 abandoned answered by PBM (caller hangs up before call is answered). Calculated as the number of calls that are not answered divided by the number of calls received Percent of calls blocked <2% Percentage of all calls made to PBM $1,000 vendor that were not answered because the calls did not enter phone system due to excess volume Percent of calls with >90% Percentage of all calls made to PBM $1,000 resolution at end of first that were resolved by initial CSR. call (i.e. no further Calculated as the total calls to PBM inquiry by caller required minus total number Of unresolved to obtain requested calls divided by the total number of information or action) calls received. Percent of written 99% Response time for all written inquiries $1,000 inquiries responded to by will be based on the number of paper within 10 business business days subtracting the date days or responded to received at PBM from the date the electronically within 2 I response was sent business days Pharmacy Network 9 5 % Based on network pharmacy access $1,000 Access within, 10 miles for Plan Sponsor's participants. P14%NN (firinO6071 � gfill:112) ( I 11v Isioll Pharmaceutical ~maces, lite Page 23 ot'24 Account Management Plan Sponsor satisfaction Results will Plan Sponsor satisfaction results will $1,000 with Account be based on be measured by the response to the Management overall results following question: Overall, how of all Plan satisfied are you with the Account Sponsor Team Service level? "Overall Plan contacts with Sponsor Satisfaction" for the purpose direct contact of this guarantee includes the with Account following responses: Satisfied and Team Very Satisfied. Administration Enrollment Processing Two (2) Eligibility information submitted to $1,000 business days vendor will become effective within 2 business days. Assumes complete and accurate information is sent to vendor. Ongoing ID card Five (5) Measured as the time from receipt of $1,000 production business days complete and accurate eligibility information to the time vendor deposits ID cards into the mail. Standard reporting cycle Mutually Measured as the time from the last day day $1,000 agreed upon of the end of a reporting cycle to the timeline day standard reports are sent to Plan I Sponsor. NOTE: Failure to meet targets will be determined by means of reports produced by Envision. For purposes of calculating time with the respect to these Performance Guarantees, the day of receipt shall be excluded and the day of delivery will be included in the calculation as long as delivery occurs prior to 4:00 PM local time. If Envision fails to meet the above listed Performance Guarantees and Plan Sponsor desires to assess penalties, payment to Plan Sponsor is payable within thirty (30) business days. Total amount of penalties payable by Envision in any contract year shall not exceed ten percent (10%) of Envision's Administrative Fee paid by Plan Sponsor. Upon approval from Plan Sponsor, payment of penalties may be credited towards future Administration Fees. Failure to meet Performance Guarantees shall not be deemed to be a breach of this Agreement. VHNNA (ftin0o071 I OlnaI2, c Envision Pharmacetific-,11 Services. hic Page 24 ot'24 This Medicare Retiree Drug Subsidy Addendum ("RDS Addendum") is effective the 1st day of October, 2011, by. and between Envision Pharmaceutical Services, Inc. ("Envision"), and Monroe County Board of County Commissioners ("Plan Sponsor"). RECITALS WHEREAS, Envision and Plan Sponsor are parties to a Pharmacy Benefit Management Services Agreement dated October 1"t, 2011 (the "Agreement") under which Envision provides PBM Services to and on behalf of Plan Sponsor; and WHEREAS, Plan Sponsor has established and sponsors a Qualified Retiree Prescription Drug Plan ("Part D Plan") pursuant to 42 CFR § 423.884 under the Medicare Part D Program in order to apply for and collect retiree drug subsidy ("RDS") payments for covered Part D drugs provided to Eligible Retirees; WHEREAS, Envision provides certain services on behalf of Plan Sponsors to assist in the reporting of information required for the collection of RDS payments ("RDS Services"); and WHEREAS, Plan Sponsor desires to engage Envision to provide the RDS Services set forth herein. Now, therefore, Envision and Plan Sponsor hereby agree as follows: 1. Definitions: Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement and, as applicable, the Medicare Regulations (as defined below). The following terms shall have the meanings set forth below: A. "CMS" means the Center for Medicare and Medicaid Services, the administrator of the Medicare Part D Program. B. "Delegation" means the actions and permissions required by CMS for Plan Sponsor to designate Envision as the entity authorized to report Cost Summary on behalf of Plan Sponsor. C. "Eligible Retiree" means a Covered Individual who is eligible for Medicare Part D and covered by an employment -based retiree health benefits plan sponsored by Plan Sponsor rneeting the requirements for a Part D Plan and who has been identified by Plan Sponsor in the RDS Eligible Member files D. "Medicare Regulations" means any and all rules, guidance, interpretations and operational directives adopted by CMS concerning the Medicare Part D Program, E. ­RDS Payment" means the subsidy amount paid to Plan Sponsor for covered Part D drugs. \R DS Addendum 117-19- 10(liji,11) F. "Cost Reports" means the following reports in a format and with content consistent with the requirements of the Medicare Regulations: (i) Initial Eligibility File (list of Plan Sponsor's Eligible Retirees), due no later than ninety (90) days prior to Plan Sponsor's Plan Year. Plan Sponsor must complete the process of Delegation and Provide Envision with the list of Eligible Retirees at least fifteen (15) days prior to Initial Eligibility File due date; (ii) Eligibility Update File (update of Eligible Retirees), due monthly, quarterly, or annually as chosen by Plan Sponsor; and (iii) Cost Data Extract (net covered retiree Plan -related prescription drug costs), due monthly, quarterly, or annually as chosen by Plan Sponsor. 2. RDS Services: In consideration of the fees set forth in Section 3 below, Envision will provide the following services: A. Cost Summary: Envision will submit, directly to CMS on behalf of Plan Sponsor, the Cost Reports in a format and with content consistent with the requirements of Medicare Regulations in order to enable Plan Sponsor to file for and collect RDS Payments and meet its Part D Plan reporting obligations under the Medicare Regulations. Plan Sponsor shall provide to Envision, in a timely manner, any data now and hereafter required under the Medicare Regulations (e.g., Eligible Retiree Social Security numbers, Health Insurance Claim numbers, the CMS issued Plan Sponsor ID, Application ID, etc.) in a time frame and format reasonably required by Envision (i.e. depending on the reporting period chosen by Plan Sponsor and in a Comma Separated Value (.csv) file containing all required fields). B. DBM—Cost Reporting and _Reconciliation: Envision agrees to submit to Plan Sponsor or, upon Plan Sponsor's request to upload directly to the CMS RDS website, the aggregate drug costs incurred by Plan Sponsor's Part D Eligible Retirees as required by 42 CFR § 423,888(b)(2) and (b)(4). In the case of submissions to the Plan Sponsor, Envision agrees to provide such data in sufficient time to allow Plan Sponsor to submit such information via the CMS RDS website within the time periods specified by CMS. In the case of direct uploads to the CMS RDS website by Envision, Envision agrees to upload the data in sufficient Sponsor to review and formally submit the data to CMS via the CMS RDS website. Envision R time for P ]an perform any required reconciliation functions with CMS related to the reject also agrees to perf responses of the drug cost data. Plan Sponsor shall advise Envision, at the time it submits the RDS application, whether it wishes to receive payments from CMS on a monthly, quarterly or annual basis in accordance with 42 CFR § 423.888(b)(2) so that Envision may prepare and submit data accordingly to Plan Sponsor or, as directed by Plan Sponsor, to the CMS RDS website. C. Apnointincy Pnu;.;�� — - and agrees that in order n RDS Qgzianpp: Plan Sponsor hereby acknowledges for Envision to submit Eligibility and Cost Summary data directly to CNIS, Plan Sponsor must appoint Envision as a designee both for the submission of eligibility tiRDS Wdodun107-19-10(jins1) and costs data. Plan Sponsor is solely responsible for appointing Envision as both an eligibility and cost reporter designee in the manner prescribed by CMS. Plan Sponsor understands and agrees that if Plan Sponsor fails to properly appoint Envision as a designee, Envision will be unable to submit retiree data and Cost Summary Reports directly to CMS. Plan Sponsor shall indemnify and hold Envision harmless from any claims, damages, liabilities or expenses arising out of Envision's inability to submit any and all Subsidy, Drag Cost Reporting and Annual Reports to CMS due to Plan Sponsor's failure to properly appoint Envision as a designee for the submission of eligibility and/or cost data. D. Cooperation: Plan Sponsor shall cooperate with Envision as reasonably necessary for Envision to perform RDS Services hereunder including, without limitation, providing timely and accurate information as required to complete and reconcile Subsidy Reports, and agrees to hold harmless Envision from any errors or failures to meet timelines which result from Plan Sponsor's failure to cooperate or provide timely and accurate information. E. RDS Applications: Plan Sponsor acknowledges that RDS Services exclude the completion or filing of the Plan Sponsor's initial or annual renewal CMS application for RDS. Plan Sponsor shall be solely responsible for the timely and complete filing of RDS applications. Any assistance requested by Plan Sponsor and/or provided by Envision shall be solely consultative and shall not be deemed to be an acceptance by Envision of any responsibility or liability for the completion or submission of any application. F. Audit Services: Envision agrees to make available for audit by CMS or its designee the Claims data and such data in Envision's possession as required to be retained pursuant to 42 CFR § 423.888(d)(3), for CMS to verify the subsidy payment claimed by Plan Sponsor, for the six year period specified in 42 CFR § 423.888(d). G. Creditable Cove- - and Non -Creditable Notices: Upon Plan Sponsor's independent determination as to whether its Plan qualifies as creditable prescription drug coverage within the meaning of 42 CFR § 423.56(a), Envision agrees to send to Plan Sponsor's Part D Eligible Retirees notices of creditable or non -creditable coverage, as applicable in accordance with Part D requirements under 42 CFR § 423.56(f) based on creditable coverage information provided by Plan Sponsor. PIan Sponsor agrees that Envision shall not have any further responsibility to provide any further services under this Addendum with respect to non - creditable coverage plan(s). Plan Sponsor will agree to reimburse Envision for the postage cost incurred in mailing such notices. rl• Reports and Records: Envision shall maintain documentation of all Claims processed for ten 0 0) years. In addition, Envision shall maintain, for a period of six (6) years, books, records, documents and other evidence of accounting procedures and practices directly related to the financial and other aspects of its administration of the Plan consistent with 42 CFR § 423.888(d). Subject to this section, all such records, while maintained by Envision, shall be accessible by Plan Sponsor for examination and audit during the tern of and in accordance with this RDS Addendum. \K[iS Addendum 07-19-10(final) I 1. Actuarial Equivalence Determination: Envision agrees to provide consultative assistance to the Plan Sponsor in determining whether its Plan meets the actuarial equivalence tests specified in 42 CFR § 423.884(d)(1). Plan Sponsor acknowledges and agrees that it is responsible for obtaining the services of an licensed actuary and providing to CMS the actuarial equivalence attestation required by 42 CFR § 423.884(d). J. Submissions by Envision: Envision shall reimburse Plan Sponsor for any overpayments, fines, or penalties charged to Plan Sponsor by CMS as a result of a reporting or submission error made or caused solely by Envision and not, in any manner, made or caused by Plan Sponsor. 3. Compensation: Plan Sponsor shall reimburse Envision for the provision of RDS Services as follows: $1 .00 per Eligible Retiree per month (with an annual minimum of Two Thousand ($2,000.00) per Plan Sponsor) which shall be added to the monthly Administrative Fee charged by Envision under the Agreement. 4. Federal Funds: Envision acknowledges that information it provides in connection with this Addendum will be used by Plan Sponsor for the purpose of obtaining Federal Funds, as that term is further described in the RDS application. 5. Modi jcation: Each and every other term or provision of the Agreement not modified by this RDS Addendum shall remain unchanged. IN WITNESS WHEREOF, the undersigned have executed this RDS Addendum to be effective as of the date set forth above. Envision: By: 12 Joseph R. S:hauer. COO Print Name & Title By: /7/e- Print Name & Title C -7 42 /)`/`0"./,-, -- I/ (SEAL) ATTC��T: DANN I K0144AG6 DEPUTY CLERK 11 )S Addendum 07- 19- 1 0(finjil) (13 MEDICARE RETIREE DRUG SUBSIDY ADDENDUM This Medicare Retiree Drug Subsidy Addendum ("RDS Addendum") is effective the 1st day of October, 2011, by and between Envision Pharmaceutical Services, Inc. ("Envision Monroe County Hoard of County Commissioners ("Plan Sponsoe,). "), and WHEREAS, Envision and Plan Sponsor are parties to a Pharmacy Benefit Management Services Agreement dated October isto2011 (the "Agreement") under which Envision provides PBM Services to and on behalf of Plan Sponsor; and WHEREAS, Plan Sponsor has established and sponsors a Qualified Retiree Prescription Drug Plan ("Part D Plan)) Pursuant to 42 CFR § 423.884 under the Medicare Part D Program an to apply for d collect retiree drug subsidy ("RDS') in order Provided to Eligible Retirees; Payments for covered Part D drugs WHEREAS, Envision Provides certain services on behalf of Plan Sponsors to assist in the reporting Of information required for the collection of RDS payments ("RDS Services"); and WHEREAS, Plan Sponsor desires to engage Envision to Provide the S herein. RDS Services set forth Now, therefore, Envision and Plan Sponsor hereby agree as follows: I . Definitions: Capitalized terms not Otherwise defined herein shall have the meanings ascribed to them in the Agreement and, as applicable, the Medicare Regulations (as defined below). The following terms shall have the meanings set forth below: A. "CMS" means the Center for Medicare and Medicaid Services, the administrator of the Medicare Part D Program. B. "Delegation" means the actions and permissions required by CMS for Plan Sponsor to designate Envision as the entity authorized to report Cost Sponsor. Summary on behalf of Plan C. "Eligible Retiree" means a Covered Individual who is eligible for Medicare Part D and covered by an employment -based retiree health benefits Plan sponsored by Plan Sponsor meeting the requirements for a Part D Plan and who has been identified by Plan Sponsor in the RDS Eligible Member files D. "Medicare Regulations" means any and all rules, guidance, interpretations and operational directives adopted by CMS concerning the Medicare Part D Program. E. "RDS Payment" means the subsidy amount paid to Plan Sponsor for covered Part D drugs. VMS Addendum 07-19.10(final) F. "Cost Reports" means the following reports in a fonnat and with content consistent with the requirements of the Medicare Regulations: W Initial Eligibility File (list of Plan Sponsor's Eligible Retirees), due no later than ninety (90) days prior to Plan Sponsor's plan year. Plan Sponsor must complete the process of Delegation and provide Envision with the list of Eligible Retirees at least fifteen (15) days prior to Initial Eligibility File due date; (ii) Eligibility Update File (update of Eligible Retirees), due monthly, quarterly, or annually as chosen by Plan Sponsor; and (iii) Cost Data Extract (net covered retiree plan -related prescription drug costs), due monthly, quarterly, or annually as chosen by Plan Sponsor. 2. RDS Services: In consideration of the fees set forth in Section 3 below, Envision will provide the following services: A. Cost Summary: Envision will submit, directly to CMS on behalf of Plan Sponsor, the Cost Reports in a format and with content consistent with the requirements of Medicare Regulations in order to enable Plan Sponsor to file for and collect RDS Payments and meet its Part D Plan reporting obligations under the Medicare Regulations. Plan Sponsor shall provide to Envision, in a timely manner, any data now and hereafter required under the Medicare Regulations (e.g., Eligible Retiree Social Security numbers, Health Insurance Claim numbers, the CMS issued Plan Sponsor ID, Application ID, etc.) in a time frame and format reasonably required by Envision (i.e. depending on the reporting period chosen by Plan Sponsor and in a Comma Separated Value (.csv) file containing all required fields). B. Drug Cost Reporting and Reconciliation: Envision agrees to submit to Plan Sponsor or, upon Plan Sponsor's request to upload directly to the CMS RDS website, the aggregate drug costs incurred by Plan Sponsor's Part D Eligible Retirees as required by 42 CFR § 423.888(b)(2) and (b)(4). In the case of submissions to the Plan Sponsor, Envision agrees to provide such data in sufficient time to allow Plan Sponsor to submit such information via the CMS RDS website within the time periods specified by CMS. In the case of direct uploads to the CMS RDS website by Envision, Envision agrees to upload the data in sufficient time for Plan Sponsor to review and formally submit the data to CMS via the CMS RDS website. Envision also agrees to perform any required reconciliation functions with CMS related to the reject responses of the drug cost data. Plan Sponsor shall advise Envision, at the time it submits the RDS application, whether it wishes to receive payments from CMS on a monthly, quarterly or annual basis in accordance with 42 CFR § 423.888(b)(2) so that Envision may prepare and submit data accordingly to Plan Sponsor or, as directed by Plan Sponsor, to the CMS RDS website. C. Appointing Envision as an RDS Designee: Plan Sponsor hereby acknowledges and agrees that in order for Envision to submit Eligibility and Cost Summary data directly to CMS, Plan Sponsor must appoint Envision as a designee both for the submission of eligibility \RDS Addendum 07.19-10(fin4l) and costs data. Plan Sponsor is solely responsible for appointi and cost reporter designee in manner prescribed by CMS. gEnvision PlanSpon o runderstands eligibily agrees that if Plan Sponsor fails to properly appoint Envision as a designee, Envision will be unable to submit retiree data and Cost Summary Reports directl indemnify and hold Envision harmless from any claimsy to CMS. Plan Sponsor shall , damages, liabilities or expenses arising out of Envision's inability to submit any and all Subsidy, Drug Cost Reporting and Annual Reports to CMS due to Plan Sponsor's failure to properly appoint Envision as a designee for the submission of eligibility and/or cost data. D. C000® eration; Plan Sponsor shall cooperate with Envision as reasonably necessary for Envision to perform RDS Services hereunder including, without limitation, providing timely and accurate information as required to complete and reconcile Subsidy Reports, and agrees to hold harmless Envision from any errors or failures to meet timelines which result from Plan Sponsor's failure to cooperate or provide timely and accurate information. E. RDS A lications: Plan Sponsor acknowledges that RDS Services exclude the completion or filing of the Plan Sponsor's initial or annual renewal CMS application for RDS. Plan Sponsor shall be solely responsible for the timely and complete filing of RDS applications. Any assistance requested by Plan Sponsor and/or provided by Envision shall be solely consultative and shall not be deemed to be an acceptance by Envision of any responsibility or liability for the completion or submission of any application. F. Audit Services: Envision agrees to make available for audit by CMS or its :xxF xx designee the Claims data and such data in Envision's possession as required to be ret pursuant to 42 CFR § 423.888(d)(3), for CMS to verify the subsidyamen Sponsor, for the six year period specified in 42 CFR § 423.888(d). payment claimed by Plan G. Creditable Cov a and Non -Creditable Notices: Upon Plan Sponsor's independent determination as to whether its Plan qualifies as creditable prescription drug coverage within the meaning of 42 CFR § 423.56(a), Envision agrees to send to Plan Sponsor's Part D Eligible Retirees notices of creditable or non -creditable coverage, as applicable in accordance with Part D requirements under 42 CFR § 423.56(f) based on creditable coverage information provided by Plan Sponsor. Plan Sponsor agrees that Envision shall not have any further responsibility to provide any fiirther services under this Addendum with respect to non - creditable coverage plan(s). Plan Sponsor will agree to reimburse Envision for the postage cost incurred in mailing such notices. H. Reports and Records: Envision shall maintain documentation of all Claims Processed for ten (10) years. In addition, Envision shall maintain, for a period of six (6) years, books, records, documents and other evidence of accountin related to the financial and other aspects of its administration of the Plan coProcedures nsistent with 42CFR§ 423.888(d). Subject to this section, all such records, while maintained by Envision, shall be accessible by Plan Sponsor for examination and audit during the term of and in accordance with this RDS Addendum. 1RD3 Addendum 07-19-10(final) 1. Actuarial E uiv:411.1mr-P Determination: Envision agrees to provide consultative assistance to the Plan Sponsor in determining whether its Plan meets the actuarial equivalence tests specified in 42 CFR § 423.884(dXl). Plan Sponsor acknowledges and agrees that it is responsible for obtaining the services of an licensed actuary and providing to CMS the actuarial equivalence attestation required by 42 CFR § 423.884(d). J. submissions by Envision: Envision shall reimburse Plan Sponsor for any overpayments, fines, or penalties charged to Plan Sponsor by CMS as a result of a reporting or submission error made or caused solely by Envision and not, in any manner, made or caused by Plan Sponsor. 3. Compensation: Plan Sponsor shall reimburse Envision for the Provision of RDS Services as follows: $1.00 per Eligible Retiree per month (with an annual minimum of Two Thousand ($2,000.00) per Plan Sponsor) which shall be added to the monthly Administrative Fee charged by Envision under the Agreement. 4. Federal Funds: Envision acknowledges that information it provides in connection with this Addendum will be used by Plan Sponsor for the purpose of obtaining Federal Funds, as that term is further described in the RDS application. 5. Modifi_cation: Each and every other term or provision of the Agreement not modified by this RDS Addendum shall remain unchanged. IN WITNESS WHEREOF, the undersigned have executed this RDS Addendum to be effective as of the date set forth above. Envision: • oh R. Schauer, coo \RDS Addendum 07-19- 1 0(rinal) Plan Sponsor: COU?V17Y 4.1P P R 0 V 1: D AC3, Y, r T. 41STINE M. 1xv. jSTANT CC;.'N 'Y ATTor :y I