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Item C02 C.2 G BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting July 17, 2019 Agenda Item Number: C.2 Agenda Item Summary #5701 BULK ITEM: Yes DEPARTMENT: Employee Services TIME APPROXIMATE: STAFF CONTACT: Natalie Maddox (305) 292-4450 N/A AGENDA ITEM WORDING: Approval of Amendment No. 2 to the Pharmacy Benefit Management Services Agreement with Envision Pharmaceutical Services, LLC, the County's Pharmacy Benefit Manager (PBM), revising Exhibit 1 to the Agreement (Fees and Financial Guarantees) to reflect changes as a result of the requirement for 90-day mandated refills but elimination of a requirement to use Walgreens only for the refills, both implemented in 2018; also, rescission of Amendment No. 1 to the PBM Services Agreement. ITEM BACKGROUND: In October 2011, MCBOCC began its first contract period with Envision Rx Options. In 2017, MCBOCC issued another RFP for a carve out Pharmacy Benefit Manager (PBM)program which would also include EGWP (Employer Group Waiver Program) to replace the previously utilized RDS (Retirement Drug Subsidy). Based on the results of the RFP, Envision Rx Options was selected and awarded the contract with an effective date of January 1, 2018. The BOCC chose a package of changes to the County's Health Plan in 2017 that were to become effective 1/1/18. One of those changes mandated 90-day prescription fills for maintenance medications, and a restriction to filling those prescriptions at Walgreens Pharmacy when filled at retail. The contract actually executed for 1/1/18 reflected the terms of the RFP and did not include the subsequently decided 90-day mandate and Walgreens-only plan feature. In early 2018, due to supply issues, customer service issues, and accessibility issues created by geographic distance to certain Walgreens locations, the County requested that the Walgreens Pharmacy restriction be removed. Effective July 1, 2018 the Walgreens-only pharmacy requirement for retail filling of maintenance medications was removed. The 90-day fill requirement for maintenance medications remained. In late 2018 Envision presented an amendment to the County (Amendment No. 1). That amendment was never ratified by the BOCC. Subsequently, the parties agreed on different terms. In order to Packet Pg. 91 C.2 maintain a clear record, this agenda item asks for rescission of Amendment No. 1 as well as approval of Amendment No. 2. The contract provides that any change to the Benefit Plan that affects a material term of the Agreement will require an amendment. The changes described above affect a material term of the Agreement. Operationally, Envision Rx managed the plan as described and intended—members experienced correct billing and pharmacy fills. Months later, Envision Rx asked that the contract be amended, changing discounts and guarantees, to reflect the business impact of the plan design changes requested by the County. The County's benefit consultant, Gallagher Benefit Services, Inc., has reviewed the amendment and determined that the changes in discounts and guarantees are appropriate given the plan changes. Gallagher recommends the County accept the amendment. The estimated impact to the County of accepting the amendment is $56,198, in the form of foregone guarantees, for plan year 2018. The County can expect the same amount for plan year 2019 and 2020. The estimated benefit to the County of shifting to the 90-day mandate for maintenance medications is $129,882 per year in the form of cost savings. Therefore, the County still benefits from the overall plan change, although to a smaller degree. PREVIOUS RELEVANT BOCC ACTION: 2011 -PBM RFP Issued and awarded to Envision Rx 2011 —2017 Envision Rx Options provided pharmacy plan services 2017 -PBM RFP issued and awarded to Envision Rx 2018 - Envision Rx Options began current contract with MCBOCC CONTRACT/AGREEMENT CHANGES: Amendment - 90 day Mandate STAFF RECOMMENDATION: Approval. DOCUMENTATION: Envision PBM Services Agreement 1-1-2018 Amendment No. 1 to PBM Agreement Envision Gallagher drug prices dispensing fees chart EPS Monroe County Board of County Commissioners-Amendment No 2-010118 with atty stamp FINANCIAL IMPACT: Effective Date: 01/01/2018 Expiration Date: 12/31/2020 Total Dollar Value of Contract: $9,648,165 estimated over 3 years (calendar year/plan years 2018-2020),based upon claims and number of lives covered. Packet Pg. 92 C.2 Total Cost to County: amendment results in an estimated $56,198 per plan year in discount pricing guarantees that would not need to be paid Current Year Portion: est. $56,198 for 2018 Budgeted: Yes Source of Funds: Internal Service Fund CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: Grant: N/A County Match: N/A Insurance Required: N/A Additional Details: 07/17/19 502-08003 - GROUP INS CLAIMS $100,000.00 Plan Year 2018, 2019, 2020 REVIEWED BY: Bryan Cook Completed 06/21/2019 2:56 PM Natalie Maddox Completed 06/21/2019 4:44 PM Cynthia Hall Completed 06/24/2019 2:25 PM Assistant County Administrator Christine Hurley Completed 06/25/2019 10:24 AM Budget and Finance Completed 06/25/2019 11:44 AM Maria Slavik Completed 06/26/2019 3:00 PM Kathy Peters Completed 06/26/2019 3:10 PM Board of County Commissioners Pending 07/17/2019 9:00 AM Packet Pg. 93 C.2.a PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT This Pharmacy Benefit Management Services Agreement (hereinafter this "Agreement") is entered into by and between Envision Pharmaceutical Services,LLC, an Ohio Limited Liability Company (hereinafter "Envision"), and Monroe County Board of County Commissioners (hereinafter "Plan Sponsor"). This Agreement is effective January 1, 2018 (hereinafter the "Effective Date"). E BACKGROUND Envision is a URAC accredited Pharmacy Benefit Management (PBM) company providing comprehensive pharmacy benefit management services nationwide to various employers, unions, and Plan Sponsors that establish and fund 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: 0 0 1. DEFINITIONS 1.1 "Administrative Fee" means the amount that Envision charges Plan Sponsor for included services under this Agreement as set forth in Exhibit 1. co 1.2 "Benefit Plan" means the Plan Sponsor's group insurance plan, prescription drug plan, or other benefit plan established and funded by Plan Sponsor that covers the cost of Covered Drugscm dispensed to Covered Individuals. 1.3 "Benefit Specification Form"or"Benefit Specification Change Form"means the forms, as E modified from time to time, that are completed by Plan Sponsor that specify the terms and 0) provisions of the Benefit Plan and the configuration of System edits, such as which Prescription Drugs are covered by Plan Sponsor (including, for example Limited Distribution Drugs or 0 Specialty Drugs), 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 co under this Agreement (i.e. Clinical Prior Authorizations, Drug Therapy Management, etc.). If there is any inconsistency between the terms of this Agreement and the Benefit Specification Form CL or any Benefit Specification Change Form submitted in connection with the services to be provided under this Agreement, then the provisions of the most recent signed Benefit Specification Form or a Benefit Change Form shall control. A separate Benefit Specification form shall be provided by Plan, Sponsor for each unique Benefit Plan, which Benefit Plan shall be identified by a unique group number. 1.4 "Brand Drug" means a Prescription Drug designated as a branded drug product by Medi- Span as indicated by the multisource (i.e. MONY) code attached to the 11 digit NDC for such Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 1 of 48 Packet Pg. 94 C.2.a drug. 1.5 "Claim" means an invoice or transaction (electronic or paper) for a Covered Drug dispensed to a Covered Individual that has been submitted to Envision by the dispensing pharmacy or a Covered Individual (including transactions where the Covered Individual paid 100% of the cost). A "340B Claim" is a Claim which has been processed under Section 340B of the Public Health Service Act. E M 1.6 "Claims Adjudication System"or"System"means Envision's on-line computerized claims CL processing system. CL 1.7 "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. a� 1.8 "Cost Share" means the amount of money that a Covered Individual must pay to the Participating Pharmacy to obtain a Covered Drug 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. 0 0 1.9 "Covered Drug" means a Prescription Drug or other permitted drug (OTC), medical supplies (e.g. diabetic testing strips), or a medical device (e.g. blood glucose monitoring device) which is dispensed to a Covered Individual and meets the requirements for coverage under the Benefit Plan as communicated to Envision by Plan Sponsor. 1.10 "Covered Individual" or "Member" means each individual (including the Eligible co 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 Drugs. cm 1.11 "Eligibility File" means that electronic communication supplied to Envision by Plan Sponsor (or Plan Sponsor's agent) which identifies the Covered Individuals covered under Plan Sponsor's Benefit Plan, along with other eligibility information necessary for Envision to provide PBM Services hereunder. Plan Sponsor acknowledges that eligibility begins on the first day the Covered Individual is reported by Plan Sponsor (or its designee) to be effective and continues 0 through the last day the Covered Individual appears on the Eligibility File. co 1.12 "Eligible Employee"means an active employee or a Retiree of Plan Sponsor covered under ca Plan Sponsor's funded Benefit Plan. For purposes of this Agreement, a Retiree is a retired CL individual who is covered, primarily, by Plan Sponsor and not Medicare Part D. aA a 1.13 "Formulary" means an index of Prescription Drugs and supplies developed by Envision's pharmacy and therapeutics committee,which is hereby adopted by Plan Sponsor, and shall be used in conjunction with the Benefit Plan as a guide in the selection of Covered Drugs. The Prescription Drugs and supplies on the Formulary will be modified by Envision from time to time as a result of factors including, but not limited to, medical appropriateness, manufacturer arrangements and patent expirations. Additions and deletions to the Formulary are hereby adopted by Plan Sponsor. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 2 of 48 Packet Pg. 95 C.2.a 1.14 "Generic Drug" means a Prescription Drug that is not a Brand Drug. 1.15 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as CL amended. 1.16 "Limited Distribution Drugs" means Prescription Drugs that are distributed by manufacturers through a limited number of pharmacies and wholesalers which have been selected by the manufacturer based on approved participation criteria. For purposes of this Agreement, Limited Distribution Drugs are not considered Specialty Drugs. 1.17 "Mail Order Pharmacy" means Orchard Pharmaceutical Services, LLC d/b/a EnvisionPharmacies. a� 1.18 "Manufacturer Derived Revenue" means retrospective Formulary rebates, discounts, administrative fees, and other revenue payable by pharmaceutical manufacturers that are received by Envision pursuant to the terms of a formulary rebate contract negotiated independently by Envision with a pharmaceutical manufacturer, and which is directly attributable to Claims that comply with the utilization and benefit design requirements of such pharmaceutical manufacturer rebate contracts and that otherwise meet the terms and conditions hereunder. 0 0 1.19 "MAC List' means a proprietary list of Prescription Drugs for which Envision establishes a maximum price ("MAC Price") payable to the dispensing pharmacy. Envision utilizes the same MAC List 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 amount paid by Envision to the dispensing pharmacy for the Claim without any markup or spread. Envision updates the MAC co List from time-to-time as Prescription Drugs come on the market or come off the market, or as their availability changes due to market circumstances. cm 1.20 'Participating Pharmacy" means a pharmacy (including the designated Mail Order or Specialty Pharmacy)that has entered into a negotiated pricing agreement with Envision to dispense E Covered Drugs to Covered Individuals and participates in the Network selected by Plan Sponsor. 1.21 "Plan Sponsor" means the entity (identified above as Plan Sponsor) which (i) has 0 established and underwrites the Benefit Plan on behalf of its Covered Individuals; (ii) has determined the rules by which the Benefit Plan is to be administered; and (iii) is financially co responsible for the payment of Administrative Fees, Fees for Additional Services and Miscellaneous Expenses (as set forth in Exhibit 1), and Covered Drugs dispensed to Covered Individuals hereunder. aA a 1.22 "Point-of-Sale"means the location and time that a Covered Drug is dispensed to a Covered Individual, and the corresponding Claim is submitted by the dispensing pharmacy for adjudication by the Claims Adjudication System. 1.23 "Prescriber"means a licensed health practitioner with independent prescribing authority in the state in which the dispensing pharmacy is located. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 3 of 48 Packet Pg. 96 C.2.a 1.24 "Prescription Drug" means a substance intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease which is dispensed by a duly licensed pharmacy and required by federal law to be dispensed only upon the authorization of a Prescriber. For purposes of this Agreement, over-the-counter medications, medical supplies, and medical devices are not Prescription Drugs, whether or not ordered by a Prescriber. 1.25 "Retail Pharmacy" means a state licensed retail community pharmacy that dispenses prescription medications at its physical location. A Retail Pharmacy does not include a pharmacy CL that dispenses medications to patients primarily through mail, nursing home pharmacies, long- ca term care facility pharmacies, hospital pharmacies, or clinics, unless such pharmacy is a 0. Participating Pharmacy listed by Envision as a Retail Pharmacy. 1.26 "Specialty Drug"means a Prescription Drug that is typically a high-cost biotech,injectable, a 22 infused,oral,or inhaled Prescription Drug, and/or a Prescription Drug that requires special storage, handling, and/or requires close monitoring of the patient's drug therapy to ensure appropriate use and clinical outcome. For purposes of this Agreement,Specialty Drugs are not considered Limited Distribution Drugs. 1.27 "Specialty Pharmacy" means Orchard Pharmaceutical Services, LLC d/b/a 0 EnvisionPharmacies. 1.28 "Usual and Customary Price" or "U&C Price" means the retail amount the pharmacy E charges its cash paying customers for the drug dispensed,as reported to Envision by the dispensing pharmacy. co 2. STANDARD PBM SERVICES cm Envision shall perform the following pharmacy benefit management services ("PBM Services"). 2.1 Welcome Kit: If requested by Plan Sponsor, Envision shall provide an initial "Welcome E Kit" which may include, at Plan Sponsor's option, (i) a welcome letter; (ii) plastic identification card ("ID Card"), up to two per family; (iii) a pocket Formulary; and (iv) Mail Order Pharmacy brochure, as specified in the Benefit Specification Form. The standard Welcome Kits will be 0 mailed to Plan Sponsor or, at its option, directly to Covered Individuals. For any materials mailed directly to Covered Individuals, Plan Sponsor shall reimburse Envision for its cost of postage. co 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. aA a 2.2 Claims Processing: During the term of this Agreement,Envision shall accept,process, and adjudicate Claims for Covered Drugs (i) submitted electronically by Participating Pharmacies; (ii) submitted by Plan Sponsor's owned pharmacies or Plan Sponsor's contracted pharmacies, if any, (not including 340B Claims, unless such claims are included under a separate 340B Agreement); (iii) submitted by Covered Individuals as Direct Member Reimbursements (DMRs, as defined below); or (iv) received from third parties, such as Medicaid, for reimbursement by Plan Sponsor. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 4 of 48 Packet Pg. 97 C.2.a 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). For Claims that must be processed manually or require special handling, including, without limitation, (i)DMRs, (ii) Claims received from third parties, such as Medicaid, for reimbursement by Plan Sponsor for ineligible payments, or (iii) paper Claims, Plan Sponsor will be charged a Manual Claims Processing fee as set forth in Exhibit 1. After termination of this Agreement, Envision shall process Claims received for dates of service on or before the effective date of termination for a period of ninety (90) days ("Run-Out Period"), subject to the following. Plan Sponsor shall deposit and maintain, with Envision, an amount equal to the last Claims invoice prior to termination. At the end of the Run-Out Period,the balance of the deposit shall be promptly refunded to Plan Sponsor and, thereafter, any Claims received by Envision shall be rejected. 2.2.1 Direct Member Reimbursement (DMR): Envision shall provide, via its website, a form for use by Covered Individuals to obtain reimbursement for amounts paid out-of-pocket (other than Cost Share) for Covered Drugs (e.g. Covered Drugs dispensed at a non-Participating Pharmacy) ("DMR Form"). Envision shall accept and process DMR Claims within ten (10) business days of receipt of the DMR form, invoice Plan Sponsor for the Claim, and reimburse the 0 Covered Individual upon receipt of funds from Plan Sponsor. 2.2.2 Claims from Non-Participating Pharmacies: Unless otherwise directed by Plan E Sponsor, Envision shall accept and process Claims received from non-participating government owned or operated pharmacies (e.g. Veterans Administration). co 2.2.3 Claims Adjudication System Edits: Plan Sponsor's Benefit Plan may contain additional rules which determine the way in which Claims are to be adjudicated. These rules maycm include coverage limitations or exclusions, application of clinical intervention (e.g. step therapy, drug therapy management), application of dispensed as written (DAW) codes (e.g. to determine what portion of a Claim is payable by Plan Sponsor and what portion is payable by Members), and E administrative overrides to authorize the dispensing of Covered Drugs in certain circumstances (e.g. requests for lost or stolen drugs, vacation supplies, certain package sizes, dosage changes, invalid days' supply). For this purpose,Envision shall program edits into the Claims Adjudication 0 System which are applied to Claims during the adjudication process as specified in the Benefit Specification Form. The Claims Adjudication System will provide the dispensing pharmacy with co the appropriate messaging to advise the pharmacy of the applicable limitation, program, rule, or ca override. CL r_ Envision shall also program edits into the Claims Adjudication System which are applied to Claims ° during the adjudication process to identify the following drug utilization conditions: duplicate prescriptions; over-utilization/refill too soon; under-utilization; drug interactions; pediatric warnings; geriatric. warnings; acute/maintenance dosing; therapeutic duplication; drug inferred health state;drugs exceeding maximum dose;and drugs below minimum daily dosage, as specified in the Benefit Specification Form. The Claims Adjudication System will provide the dispensing pharmacy with the appropriate messaging to advise the pharmacy of drug utilization issues. Monroe County PBMSA 082217 TBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 5 of 48 Packet Pg. 98 C.2.a 2.3 Clinical Services 2.3.1 Clinical Prior Authorizations (Initial Coverage Determinations): If Plan Sponsor CL has elected to receive Clinical Prior Authorization services from Envision, for those Covered 2 Drugs 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 1. If additional internal appeals (redeterminations) and/or the services of an Independent Review Organization are to be provided under this Agreement, such services shall be included in a separate or attached coverage determination and appeals process addendum. CL X 2.3.2 Drug Therapy Management (DTM) Programs: Envision offers clinical programs such as Drug Therapy Care Gap Management and Medication Adherence and Persistency. If .22 clinical programs are to be provided under this Agreement, such services and any additional charges shall be set forth in a separate or attached clinical programs exhibit. 2.4 Pharmacy Network: Envision shall arrange for the dispensing of Covered Drugs to Covered Individuals pursuant to contracts with one or more networks of Participating Pharmacies (each referred to herein as a"Network"). The Network designated for Plan Sponsor to be used by 0 Covered Individuals hereunder shall be specified in the Benefit Specification Form. Plan Sponsor acknowledges that the pharmacies participating in a Network may be changed from time to time by Envision, including the designated Mail Order Pharmacy and/or Specialty Pharmacy provider. Contact information for Participating Pharmacies is constantly updated to reflect any changes 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; (ii) Covered Drugs shall not be dispensed to co Covered Individuals without a prescription order by a Prescriber; and (iii) the availability of drugs cm are subject to market conditions and that Envision cannot, and does not, assure the availability of any drug from any Participating Pharmacy. 2.4.1 Plan Sponsor Owned Pharmacies. If Plan Sponsor desires to include one or more E of its owned or affiliated pharmacies in the network of pharmacies authorized to dispense Covered Drugs to Plan Sponsor's Covered Individuals, it shall indicate same on the Benefit Specification Form. If Plan Sponsor desires its pharmacy to be available to other Envision clients using one or 0 more of Envision's Networks, such pharmacy shall enter into an Envision Participating Pharmacy Agreement (PPA). If the pharmacy will be for the use of Plan Sponsor's employees only, such co pharmacy shall complete an Envision-supplied form indicating the amounts to be invoiced to Plan Sponsor for Claims processed. In either case, the pharmacy shall submit all Claims to Envision CL for processing. Unless indicated otherwise in the Benefit Specification Form, Envision shall invoice Plan Sponsor for Claims received from Plan Sponsor's owned pharmacy. If the pharmacy is a Participating Pharmacy, Claims shall be adjudicated at the Network rates included in the PPA. 2.5 Customer Service: Envision shall maintain and operate a customer service center with toll- free customer service numbers and adequately staffed trained personnel 24 hours a day, 7 days a week, 365 days a year, for the use of Plan Sponsor, Covered Individuals, Prescribers, and Participating Pharmacies. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 6 of 48 Packet Pg. 99 C.2.a 2.6 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 Drugs and the provision of services by Envision under this Agreement. Upon termination of this Agreement,Envision agrees to provide only industry-standard transfer files to a subsequent pharmacy benefit manager at Plan Sponsor's written request. Plan Sponsor agrees to pay or reimburse Envision for any cost charged by a vendor or pharmacy related to the transfer of files from or to such vendor or pharmacy at any time during this Agreement or connected with the termination of this Agreement. 2.7 Reports: Envision shall provide Plan Sponsor with access to a 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. 0 0 Included in the web-based reports described above, or provided separately, Envision shall supply Plan Sponsor with reports of retrospective reviews to determine the drug utilization patterns of E Members (e.g. high cost/high utilization of a particular drug class, therapeutic appropriateness of drug for a particular disease state). CO 2.7.1 Access to Third Parties: If Plan Sponsor desires Envision to provide one or more third parties access to web-based or other reports, Plan Sponsor shall complete and submit an cm Envision provided authorization form. Plan Sponsor acknowledges that any reports to be provided to Plan Sponsor's authorized third parties which are not accessible via the web-based reports generator, shall be provided via a secure FTP server. E 2.8 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 0 reports summarizing Claims paid by Plan Sponsor for Medicare Part D drugs dispensed to Covered Individuals who Plan Sponsor has identified on the appropriate form as Medicare eligible retirees. CO Plan Sponsor acknowledges that any estimated Manufacturer Derived Revenue which has been CO 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 2 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. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 7 of 48 Packet Pg. 100 C.2.a 2.9 Additional Services: Any services to be rendered under this Agreement which are not included in the Administrative Fee as specified in this Section 2 shall be itemized in the Exhibits and Addendums hereto along with any associated costs or charges. CL 2.10 Performance Guarantees: Envision shall provide PBM Services in accordance with the 7Z Performance Guarantees specified in Exhibit 2 and shall compensate the Plan Sponsor for failure to meet any of the Performance Guarantees as outlined in Exhibit 2. E 3. PRICING AND PASS-THROUGH METHODOLOGY CL 3.1 Pass-Through of Discounts and Dispensing Fees: The amount invoiced to Plan Sponsor 0. shall be the exact drug ingredient cost and applicable dispensing fee which is paid to the dispensing pharmacy when the Claim is adjudicated without any reclassification, mark up, or spread by Envision, in accordance with the following: a a� 3.1.1 For Ingredient Cost: Envision shall invoice Plan Sponsor the lower of: (a) The calculated negotiated amount payable to the Participating Pharmacy based on the 11 digit NDC number of the drug dispensed; or (b) If included on the then current Envision MAC List, the MAC Price for the 0 drug dispensed; or (c) The Participating Pharmacy's U&C Price(except for drugs dispensed by the Mail Order Pharmacy or Specialty Pharmacy); less any applicable Manufacturer Derived Revenue and/or any applicable Covered Individual Cost E Share. co 3.1.2 For Dispensing Fees: Envision shall invoice Plan Sponsor the actual dispensing cm fee amount payable to the Participating Pharmacy. 3.2 Manufacturer Derived Revenue 3.2.1 Pass-Through of Manufacturer Derived Revenue: Envision shall pass through to Plan Sponsor one hundred percent (100%) of all Manufacturer Derived Revenue earned by Plan U) Sponsor for eligible Claims. Prescription Drugs eligible for Manufacturer Derived Revenue are 2 included in the Formulary provided by Envision. Plan Sponsor acknowledges that the 0 Manufacturer Derived Revenue earned by Plan Sponsor is dependent on certain factors including, without limitation, the following: (i) the effect of terms and conditions of Plan Sponsor's Benefit CL Plan on the application of the Formulary; (ii) the structure of Plan Sponsor's Benefit Plan, including but not limited to Cost Share requirements and coverage rules such as Prior a a� Authorizations, Quantity Limits, and Step Therapy(as defined in the Benefit Specification Form); and (iii) the drug utilization patterns of Covered Individuals. 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 pharmaceutical 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 rebates. No Manufacturer Derived Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 8 of 48 Packet Pg. 101 C.2.a Revenue shall be payable to Plan Sponsor for 340B Claims, Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy, Claims for which Envision has not been paid in full, and other Claims not eligible for Manufacturer Derived Revenue. 3.2.2 Pass-Through Methodology: Manufacturer Derived Revenue shall be advanced to 2 Plan Sponsor by adjusting the Claim for an eligible Prescription Drug by an estimated amount for applicable Manufacturer Derived Revenue using Envision's patented 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 a credit for estimated Manufacturer Derived Revenue. (Plan Sponsor acknowledges that,unless otherwise indicated by Plan Sponsor on the Benefit Specification Form, if a Covered Individual pays a percentage of the drug cost (i.e. co-insurance) under the Benefit CL Plan,a proportional amount of the Manufacturer Derived Revenue will be passed on to the Covered Individual at the Point-of-Sale). 2A ° 3.2.3 Sole Source: Plan Sponsor represents and warrants to Envision that, at no time during or after the term of this Agreement, is Plan Sponsor receiving rebates and other revenues from pharmaceutical manufacturers other than through Envision, either directly or indirectly (through a Group Purchasing Organization, drug wholesaler, or otherwise) for Claims processed by Envision under 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 0 collection of rebates and other revenues from pharmaceutical manufacturers or create a situation which would cause a pharmaceutical 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, including any related penalties and fees, advanced to Plan Sponsor by Envision which is connected with any Claims for which Plan Sponsor received rebates and other revenues from pharmaceutical manufacturers from any other source or for amounts co advanced to Plan Sponsor by Envision which have been withheld by a pharmaceutical cm manufacturer as a result of such Claims not meeting conditions for rebates, the ineligibility of Claims for Manufacturer Derived Revenue (i.e. 340B Claims), or breach of this Agreement by Plan Sponsor. 0 4. PLAN SPONSOR RESPONSIBILITIES 4.1 Implementation: No later than thirty (30) days prior to the Effective Date, Plan Sponsor 0 shall provide Envision with an executed Benefit Specification Form and such data as reasonably necessary for Envision to set up the Claims Adjudication System and commence the provision of co PBM Services as of the Effective Date. Such data includes, without limitation, prior utilization reports, pharmacy transfer files, and eligibility. CL 4.2 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, E terminations, change of address or personal information, etc.) to ensure accurate determination of the eligibility status of Covered Individuals. Plan Sponsor acknowledges and agrees that (i) Envision provides such eligibility data to the Participating Pharmacies and understands that Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 9 of 48 Packet Pg. 102 C.2.a 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 2 or update eligibility by manually entering Covered Individual 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. X 4.3 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 a 22 provisions provided by Plan Sponsor on the Benefit Specification Form. The Benefit Specification Form may be changed from time to time by Plan Sponsor by providing Envision with a replacement Benefit Specification Form or a Benefit Specification Change Form; provided, however, that the form must be signed by Plan Sponsor to be effective and the form provided to Envision at least thirty(30) days before any such change shall be implemented. If, however, Plan Sponsor provides Envision with an unsigned Benefit Specification Form or Benefit Specification 0 Change Form, Envision shall not be bound by such form and Plan Sponsor shall hold harmless Envision for any consequences resulting from any changes not implemented. The most recent executed Benefit Specification Form shall supersede any prior dated form. 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 co Benefit Plan or System configuration (e.g. mandatory generic program, coverage of over-the- cm counter drugs or medications, source of Covered Drugs, use of Plan Sponsor Owned pharmacies, etc.) may affect yields in Manufacturer Derived Revenue and/or average drug pricing. Plan Sponsor agrees that Envision shall not be liable to Plan Sponsor for any reduction of such yields or increase in pricing which result from any such change. Further, any change to the Benefit Plan that affects a material term of this Agreement will require an amendment hereto. Plan Sponsor agrees to execute an amendment, at Envision's request, before implementing the change to the Benefit Plan. 0 4.4 Formulary: Plan Sponsor hereby adopts and shall adhere to the Formulary identified in the co Benefit Specification Form. Plan Sponsor acknowledges the formulary may be modified by Envision from time to time. Any customization of the Formulary by Plan Sponsor or use by Plan Sponsor of an alternate Formulary must be approved, in writing, by Envision. Plan Sponsor acknowledges that adherence to the Formulary is necessary to maximize yields in Manufacturer Derived Revenue. Plan Sponsor agrees that Envision shall not be liable to Plan Sponsor for any reduction in yields of Manufacturer Derived Revenue or increase in drug pricing resulting from Plan Sponsor's failure to adhere to the Formulary or a change to the Benefit Plan that affects the application of the Formulary. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 10 of 48 Packet Pg. 103 C.2.a 4.5 Payment: Plan Sponsor shall timely pay, or cause its designee to timely pay, Envision for services rendered hereunder in accordance with Section 5 below and Exhibit 1. 4.6 Cooperation: Plan Sponsor shall promptly provide Envision with all information (both verbal and written) that is requested by Envision and reasonably necessary for Envision to complete its obligations hereunder. Any information required to be provided by Plan Sponsor in order for Envision to perform a function under this Agreement shall be deemed to be untimely if not received by Envision at least five (5)business days prior to its due date. Further, Plan Sponsor shall not obfuscate, delay, impede, or otherwise fail to cooperate with Envision. CL 5. TERMS OF PAYMENT CL X 5.1 Fees and Rates: Plan Sponsor hereby accepts the fees and rates specified in Exhibit 1. 2 5.2 Payments for Claims: Envision shall invoice Plan Sponsor twice each month for Claims incurred. Plan Sponsor shall pay Envision's invoices in accordance with the Florida Local Government Prompt Pay Act, Section 218.70, Florida Statutes. 5.3 Payment of Administrative Fee: Plan Sponsor agrees that the Administrative Fee set forth 0 in Exhibit 1 shall be added to the invoiced amount for each Invoiced Claim and shall be paid by Plan Sponsor in conjunction with the payment of Claims as set forth in Section 5.2. For purposes of this Section, an "Invoiced Claim" shall be a Claim payable by Plan Sponsor under this Agreement, but shall not include transactions for Claims which have been rejected under the specifications of the Benefit Plan, transactions for previously paid Claims which have been reversed (e.g. as a result of a reversal of a Claim by a Participating Pharmacy or by Envision as a co result of an audit), or transactions for reprocessed Claims (e.g. to correct a previously paid Claim). cm 5.4 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 1 hereunder in accordance with the Florida Local Government Prompt Payment Act. 5.5 Retroactive Disenrollment or Termination: Retroactive termination or disenrollment of a Covered Individual shall not release Plan Sponsor of its obligation to pay Claims incurred, at any 0 time, on behalf of a Covered Individual or Administrative Fees due to Envision during any period for which services were renderable hereunder based on the then current eligibility. Further, co termination of coverage of prescription drugs or the entering into a policy of insurance that covers ca prescription drugs shall not constitute a permitted termination of this Agreement. 5.6 Financial Responsibility: Plan Sponsor shall be and remain responsible for the payment of all invoices for Administrative Fees, Additional Services, Miscellaneous Expenses, and Claims (along with any associated dispensing fees, taxes, assessments and fees, and Cost Share not ultimately paid by Members). Plan Sponsor acknowledges that Envision will not pay pharmacies for Plan Sponsor's Claims, nor be obligated to pay pharmacies for Claims, unless and until adequate funds are received from Plan Sponsor. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 11 of 48 Packet Pg. 104 C.2.a 5.6.1 Untimely Payments: If Plan Sponsor should fail to timely pay any amounts due Envision hereunder for any reason, including, but not limited to, insolvency, bankruptcy, termination of business, sale, or rebuff, Envision reserves the right to (i) suspend the provision of services; (ii) offset such amounts owed to Envision by any amounts owed by Envision to Plan Sponsor and/or (iii) collect from Plan Sponsor, in addition to such unpaid amounts, interest at the rate allowed in the Florida Local Government Prompt Payment Act. If Envision suspends the provision of services, Covered Individuals will be required to pay 100% of the drug cost and any dispensing fees (or the U&C Price,if lower) to receive Covered Drugs. In addition, as a condition of continuing to perform services under this Agreement, Plan Sponsor shall deposit with Envision additional amounts to ensure the timely payment of future invoices. Envision may also discontinue CO advancing Manufacturer Derived Revenue to Plan Sponsor. Plan Sponsor further agrees that 0. Envision shall not be liable for any consequences resulting from the untimely payment of Participating Pharmacies due to the failure of Plan Sponsor to timely pay Envision as required under this Agreement. 5.6.2 Financial Viability: Plan Sponsor acknowledges that Envision will periodically conduct a credit check of Plan Sponsor. If such credit check reasonably indicates that Plan Sponsor is not financially viable,Envision may require Plan Sponsor to deposit with Envision a reasonable amount to ensure the timely payment of future invoices. 0 0 5.7 Financial Audit by Plan Sponsor: Plan Sponsor may, at its sole expense, conduct a financial audit of Envision's records related to the adjudication of Plan Sponsor's Claims for any complete Contract Year hereunder and is limited to one audit per audit scope. Envision shall make financial records available to Plan Sponsor's auditor as reasonably necessary for auditor to verify the financial terms hereunder have been met. Plan Sponsor agrees to not use as its auditors, any person or entity which, in the sole discretion of Envision, is a competitor of Envision, a CO pharmaceutical manufacturer representative, or any other person or entity which has a conflict of interest with Envision. Plan Sponsor's auditor shall execute a conflicts of interest disclosure andcm confidentiality agreement with Envision prior to the audit, subject to the requirements of Florida public records law in the Florida Constitution and Chapter 119,Florida Statutes. Audits shall only be made during normal business hours following thirty(30)days written notice,which is to include E the audit scope and time period under examination, be conducted without undue interference to Envision's business activity, and be conducted in accordance with Envision's standard audit policy, a copy of which may be made available to Plan Sponsor and its auditor upon request. Plan 0 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 CO finalizing any amounts due to Plan Sponsor. As part of the finalization process,Envision shall be permitted to use as a credit against any amounts due to Plan Sponsor, the total amount of over performance achieved by Envision for any and all financial guarantees. Upon final settlement of audit, Envision shall remit any funds agreed to be due to Plan Sponsor within thirty(30) calendar days in the form of a credit memo to Plan Sponsor. The audit provisions hereunder shall survive the termination of this Agreement for twelve (12) months following the effective date of termination. 5.8 Financial Audit by Envision: Envision may, at its sole expense and at reasonable intervals, request Plan Sponsor to provide records for Envision's inspection which provide supporting Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 12 of 48 Packet Pg. 105 C.2.a documentation for the information contained in the Eligibility File and the data provided by Plan Sponsor(or its designate) upon which the financial terms herein were based. Plan Sponsor agrees to provide such supporting documentation to Envision within ten (10) business days of such request. In addition, and if warranted, Envision may, at its own expense, inspect and audit, or cause to be inspected and audited, once annually, the books and records of Plan Sponsor directly 2 relating to the existence and number of Covered Individuals. Audits shall only be made during normal business hours following thirty (30) days written notice, be conducted without undue interference to Plan Sponsor's business activity, and in accordance with reasonable audit practices. Envision agrees to execute a confidentiality agreement with Plan Sponsor prior to the CL audit. CL 6. TERM AND TERMINATION 6.1 Term: The term of this Agreement shall commence on the Effective Date and shall remain ° 22 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 ninety (90) days prior to the end of such term, either party hereto notifies the other, in writing, that this Agreement will terminate at the end of the current term. Upon request, Envision agrees to provide Plan Sponsor with estimated renewal pricing within one hundred eighty(180)days prior to the end 0 of the Initial Term. 6.2 Termination: This Agreement may be terminated as follows: 6.2.1 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) co days to correct such breach after written notice is given by such non-breaching party specifying cm the alleged breach; 6.2.2 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; E (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) 0 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 co 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 CL 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; 6.2.3 Failure to Pay: By Envision,in addition to any other remedy available to Envision E hereunder, in the event Plan Sponsor fails to pay Envision according to terms of this Agreement. 6.2.4 Termination Without Cause: After the first Contract Year, Plan Sponsor may Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page Packet Pg. 106 C.2.a terminate this Agreement without cause,by notifying Envision,in writing, at least ninety(90) days prior to the effective date of termination. Envision may terminate this Agreement without cause, by notifying Plan Sponsor, in writing, at least ninety (90) days prior to the effective date of the termination. 6.2.5 Market Check: Following initial eighteen (18) months of this Agreement(but not before), Plan Sponsor or its designee may provide Envision with a written firm proposal for pharmacy benefit management services offered by a third party PBM provider to Plan Sponsor which includes similar plan design,Formulary, clinical and trend programs,retail pharmacy, mail CL pharmacy, and specialty pharmacy mix and utilization, demographics and other relevant factors necessary to provide an appropriate comparison ("Plan Sponsor's Current Market Price"). Plan 0. Sponsor's Current Market Price will be measured on the basis of a total, aggregate comparison of the pricing terms, and not on the basis of individual or best price points. Envision shall have a reasonable opportunity to evaluate Plan Sponsor's Current Market Price. If the proposal concludes ° 22 that Plan Sponsor's Current Market Price would yield an annual three percent (3%) or more savings of"Net Plan Costs" (with Net Plan Costs defined as the sum of the cost of Covered Drugs, dispensing fees, and Claims Administrative Fees, less Rebates received by Plan Sponsor) under the Agreement, and Envision is unable or unwilling to offer new terms and conditions that would result in the savings offered by the competing offer to be within ninety percent(90%)of such offer, then Sponsor may terminate this Agreement upon ninety (90) days prior written notice to 0 Envision. 6.3 Notices: All notices required in this Section 6 shall be reasonably specific concerning the cause for termination and shall specify the effective date and time of termination. 6.4 Effect of Termination: Termination of this Agreement for any reason shall not release any co party hereto from obligations incurred under this Agreement prior to the date of termination. cm Except as otherwise agreed,in writing,no services shall be provided by Envision after the effective date of termination. Envision reserves the right to suspend advancing Manufacturer Derived Revenue to Plan Sponsor upon Plan Sponsor's notification of termination. In the event that Plan Sponsor terminates this Agreement prior to completion of the Initial Term, Plan Sponsor shall E refund any prorated amounts outstanding for any amount of money that Envision has funded to or on behalf of Plan Sponsor, including but not limited to allowances, credits and fees as set forth herein. 0 7. CONFIDENTIAL INFORMATION co 7.1 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 performing this Agreement. Upon termination of this Agreement, each party shall return to the other party or destroy (if such destruction is certified) all confidential information provided including, without limitation, all copies and electronic magnetic versions thereof. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 14 of 48 Packet Pg. 107 C.2.a 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. 7.2 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 CO designated individuals shall not be shared with non-designated individuals. In addition, Plan 0. Sponsor, for itself and its Covered Individuals, authorizes Envision to use and share PHI as necessary to carry its obligations hereunder. Envision and Plan Sponsor shall execute a HIPAA Business Associate Agreement. 2 8. INDEMNIFICATION 8.1 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, damages, costs, losses and expenses (including 0 without limitation, reasonable costs of investigation and attorneys' fees) incurred in connection with any and all third party claims which were caused by or arising out of(i) any negligent 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. CO 8.2 Limited Indemnification by Plan Sponsor: Subject to and without waiving the provisions cm 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, damages, costs, losses and expenses (including without limitation, reasonable costs of investigation and attorneys' fees) incurred in connection with any E and all third party claims which were caused by or arising out of(i) the provision by Plan Sponsor or its designee of untimely, incomplete, or erroneous information; or (ii) Plan Sponsor's failure to comply with state or federal law in the operation of its Benefit Plan. 0 8.3 Limitation of Liability: Except in the case of fraud, the rights of the parties hereto for CO indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly CO limited to those contained in this Section 8, and such indemnification rights shall be the exclusive remedies of the parties with respect to any matter arising under or in connection with this Agreement. Notwithstanding the indemnification obligations set forth above (i) 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; and (ii) in no event will either party or any of their respective affiliates, directors, employees or agents, be liable for ,any indirect, special, incidental, E consequential, exemplary or punitive damages, or any damages for lost profits relating to a a, relationship with a third party, however caused or arising, whether or not they have been informed of the possibility of their occurrence. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page Packet Pg. 108 C.2.a 8.4 Survival: This Section 8 shall survive the expiration or termination of this Agreement for any reason. CL 9. RELATIONSHIP WITH CONTRACTED PHARMACIES 2 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 Covered Individuals. Nothing in this Agreement shall be construed to usurp the CL dispensing pharmacist's professional judgment with respect to the dispensing or refusal to dispense any drugs or medical supplies to Covered Individuals. Plan Sponsor agrees that it shall not hold CL Envision responsible, nor shall Envision be liable to Plan Sponsor or Covered Individuals, for any liability arising from the dispensing of drugs or medical supplies to Covered Individuals by any pharmacy. .22 10. GENERAL 10.1 Acknowledgement: Plan Sponsor acknowledges and agrees that it retains the sole responsibility for the terms and conditions of its Benefit Plan; its compliance with applicable law, and that of its Benefit Plan, including, without limitation, the interpretation and applicability of 0 any state or federally mandated requirements; and determinations of coverage under the Benefit Plan; and shall not rely on any advice or recommendations of Envision as a substitute for obtaining its own independent accounting, tax, legal, or regulatory advice. Unless otherwise agreed in writing, Plan Sponsor shall also be responsible for the disclosing or reporting of information regarding the Benefit Plan or changes in the Benefit Plan (e.g., calculation of co-payments, deductibles; or creditable coverage) as may be required by law to be disclosed to governmental co agencies or Covered Individuals. cm 10.2 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 E reason, or liable for any acts of omission or commission on the part of the other. Plan Sponsor acknowledges that,notwithstanding anything herein to the contrary,Envision negotiates contracts with pharmacies, pharmaceutical manufacturers, and vendors on its own behalf and not 0 specifically or exclusively for Plan Sponsor. 0 co 10.3 Exclusivity: 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. aA a 10.4 Assignment: Except as follows,this Agreement may not be assigned by either party hereto without the express written consent of the other party, which may not be unreasonably withheld. Envision may assign this Agreement to a commonly controlled subsidiary or affiliate company, or a controlling parent company. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 16 of 48 Packet Pg. 109 C.2.a 10.5 BindingEffect:ffect: This Agreement and the exhibits and schedules attached hereto shall be binding upon and inure to the benefit of the respective parties hereto, and their respective successors and assigns. 10.6 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. 10.7 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. 10.8 Severability: The invalidity or unenforceability of any term or provision of this Agreement shall in no way affect the validity or enforceability of any other term or provision. 10.9 Change in Law or Market Conditions: If any law, regulation, or market condition (e.g. an 0 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 this Agreement),either now existing or subsequently occurring,affects the ability of either party hereto to carry out any obligation or causes the economic benefits derived by Envision from this Agreement to materially decrease hereunder (a "Material Change"), Envision and Plan Sponsor shall renegotiate the affected terms of this Agreement, in good faith, to preserve, to the extent CO 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 achievedcm 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 this Agreement without modification is in E violation of any law or regulation, or makes it impracticable for the affected party to meet its obligations hereunder,either party may terminate this Agreement with sixty(60)days prior written notice. 0 10.10 Taxes, Assessment or Fees: Any applicable sales, use, excise, gross receipts or other CO similarly assessed and administered tax, surcharge, or fee imposed on items dispensed, or services provided hereunder, or the fees or revenues generated by the items dispensed or services provided hereunder, or any other amounts Envision or one or more of its subsidiaries or affiliates may incur or be required to pay arising from or relating to Envision's or its subsidiaries' or affiliates' a performance of services as a pharmacy benefit manager, third party administrator, or otherwise in any jurisdiction, will be the sole responsibility of Plan Sponsor or the Member. If Envision is legally obligated to collect and remit, or to incur or pay, any such sales, use, excise,gross receipts or other similarly assessed and administered tax, surcharge, or fee in a particular jurisdiction, such amount will be reflected on the applicable invoice or subsequently invoiced at such time as Envision becomes aware of such obligation or as such obligation becomes due. Envision reserves Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 17 of 48 Packet Pg. 110 C.2.a the right to charge a reasonable administrative fee for collection and remittance services provided on behalf of Plan Sponsor. 10.11 Headings: The section or paragraph headings contained in this Agreement are for reference CL purposes only and shall not affect the meaning or interpretation of this Agreement. 7Z 10.12 Entire Agreement: This Agreement shall constitute the entire agreement between Envision and Plan Sponsor with respect to the subject matter herein and supersede any prior understanding or agreements of any kind preceding this Agreement with respect to such subject matter. Any CL modification or amendment to this Agreement, or additional obligation assumed by Envision or CO Plan Sponsor in connection with this Agreement, shall be binding only if evidenced in a writing CL signed by both parties hereto. No term or provision of this Agreement shall establish a precedent for any term or provision in any other agreement. 2 10.13 Acceptance of Offer: Notwithstanding anything herein to the contrary, this Agreement shall not be binding upon the parties hereto unless and until this Agreement is signed and executed by a duly authorized officer of each of the parties. The signing of this Agreement by Plan Sponsor constitutes an offer only until the same has been accepted by Envision. 10.14 Choice of Law: This Agreement shall be construed, interpreted, and governed according 0 to the laws of the State of Florida, without regard to its conflict of laws rules, except to the extent such laws are preempted by applicable Federal law. 10.15 Force Majeure: 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 CO control. Without limiting the generality of the foregoing, such causes include acts of God or the cm public enemy, fires, floods, storms, earthquakes, riots, strikes, boycotts, lock-outs, acts of terrorism, acts of war, 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 E 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 the cause preventing performance ceases, the party affected thereby shall fulfill its obligations as 0 set forth under this Agreement. This Section 10.15 shall not be considered to be a waiver of any continuing obligations under this Agreement,including,without limitation,the obligation to make CO payments. 10.16 Fax Communications: Plan Sponsor agrees that Envision may communicate with Plan Sponsor via fax, and by doing so, such fax is not a violation of the Telephone Consumer Protection a Act, 47 U.S.C. §227. 10.17 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 Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 18 of 48 Packet Pg. 111 C.2.a requested), to the other party at the address set forth below or at such address as has been given by proper notice. a 10.18 Representations: Plan Sponsor represents and warrants that(i)it is self-insured health plan; CL (ii) the entering into this Agreement for PBM Services is not in violation of any other agreement; 7Z (iii) has no undisclosed conflicts of interest; and (iv) 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. Envision represents that there are no organizational arrangements that could potentially create a conflict of interest that affects clinical or financial decisions. In addition, 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 a this Agreement. 10.19 Third Party Administrator/Consultants/Brokers: Unless otherwise stated herein, no payments shall be made by Envision to any of Plan Sponsor's Third Party Administrators (TPA), consultants, brokers, or other third party to carry out any of Plan Sponsor's obligations under this Agreement or for any other reason. 0 0 11. FLORIDA REQUIRED CONTRACTUAL LANGUAGE 11.1 Florida State Law: Pursuant to Florida Statute (F.S.) 119.071, Envision agrees to the following provisions: 11.1.1 F.S. 119.071 Envision and its subcontractors shall comply with all public records co laws of the State of Florida, specifically to: cm (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in the performance of this Agreement; Provide the public with access to public records on the same terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law; 0 (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized co by law; Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the Proposer upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology E systems of Monroe County; and (e) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 19 of 48 Packet Pg. 112 C.2.a that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC 2 RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470,bradley-brian@monroecounty-fl.gov, c/o Monroe County Attorney's Office, 1111 12th St., Suite 408, Key West FL 33040. 12.0 Federal Contractual Provisions. Recognizingthat of the funds used to pay for the services covered by this agreement come from a federal award, as that term is defined in 2 CFR part 200.38, the contractual provisions contained in Exhibit 3, attached hereto, are made part of this agreement. To the extent that any of the federal contractual provisions are inconsistent with a E provision in this agreement,the federal contractual provisions contained in Exhibit 3 shall control. [SIGNATURE PAGE FOLLOWS] co cm U) 0 co 2A ° Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 20 of 48 Packet Pg. 113 C.2.a PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, Envision and Plan Sponsor have executed this Agreement as of the CL Effective Date above. 2 For ENVISION: For PLAN SPONSOR: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA CL By: By: CL Matthew A. Gibbs, Pharm D. David R e, Mayor . : President, Commercial &Managed Markets Print Name &Title aA a Address: Address: 1100 Simonton Street Envision Pharmaceutical Services, LLC Key West, FL 33040 2181 East Aurora Road Twinsburg, OH 44087 PH: 330-405-8080 PH: (305)292-4458 FX: 330-405-8081 FX: (305)292-4564 0 .w. ,E-1VLIL: cook-bryan@monroecounty-fl.gov 59-6000749 E FATTEST,^t -K MADOK, CLERK Deputy Clerk E LA— C) t-:>t �a 3 Cr V p C C") v�U 1 co MONROE COUNTY ATTORNEY AP OV D ATjpM: CL LAOL (( 1 N YNTHIA L.. ALL ASSISTANT COUNTY ATTORNEY a> Date � Monroe County PBMSA 082217\PBMSA(frml209l6) ©Envision Pharmaceutical Services,LLC Page 2 Packet Pg. 114 C.2.a EXHIBIT 1 FEES AND FINANCIAL GUARANTEES* CL Administrative Fee (Payable to Envision;not including fees payable to,Plan Sponsor's TPAs, consultants, or brokers, if any) For Contract Year 1: $1.00 Per Claim For Contract Year 2: $1.04 Per Claim For Contract Year 3: $1.08 Per Claim CL Fees for Additional Services and Miscellaneous Expenses 1. Manually create or update the Eligibility File $1.00 per Covered Individual data entry 2. Replacement by Envision of lost or stolen ID $1.15 per card plus cost of postage Cards (individual), $2.00 per card (family) plus $0.15 per ID Card packet and cost of postage 3. Ad Hoc Reporting (for a one-time, standard report) No charge 0 0 4. Coverage Determinations (including Clinical Prior $35.00 per request Authorizations) 5. Manual Claims Processing (including DMRs) $1.50 per Claim processed Fees for Additional Optional Services and Miscellaneous Expenses co 1. Custom Eligibility File layouts (accommodation cm or development) $1,000.00 per layout 2. Member Communications Cost of production and postage 3. Custom Website Quoted upon request 4. Standard Online Reporting User Access Standard Online Reporting includes access for 3 active Plan Sponsor users and 1 consultant user. A licensing fee of $1,200.00 would apply for each additional co user. 5. Development of Ad Hoc Non-Standard report $2,500 Development of a recurring, non-standard ° report quoted upon request 6. Incoming Data Transfer Files $250.00 per industry-standard file (non-industry standard file formats will be quoted upon request) 7. Benefit Integrity Enhanced Services (as set forth To be quoted upon request, and based upon Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 22 of 48 Packet Pg. 115 C.2.a in the Benefit Integrity Enhanced Services service area Addendum) 8. Submission of Medicare Part D subsidy $1.00 per Member, per month, minimum $2,000 per year 9. Customized Formulary $0.20 per Member,per month, minimum of$2,000 per month 10.Redeterminations (Internal Appeals) $125 per request 11.External Appeals including services of an 100% pass-through of costs incurred CL Independent Review Organization (IRO) (ranging between $250 to $350 per appeal, average cost is approximately$300 per appeal) ° 12.e-Prescribing $0.30 per transaction, minimum of$250.00 per month 13.Claim Adjustment Checks (charged to Plan Sponsor for reimbursements made to Covered Individuals for Claim adjustments requested by 0 Plan Sponsor.) $8.50 per check 14.Explanation of Benefits (EOB) production and distribution $1.00 per EOB plus postage 15.Medicaid Subrogation Claim Adjudication $3.50 per Claim E 16.Drug Therapy Care Gap Management $0.55 per Member, per month co 17.Medication Adherence and Persistency (up to cm three disease states) $0.55 per Member, per month 18. Outgoing Data Transfer Files (Claims History, Prior Authorization Files, Open Refill Files (Mail and Specialty), Accumulator Files (deductible, out-of-pocket, etc.), and/or related participant data $5,000 for any or all of the identified U) files (i.e. patient addresses, etc.) reports 2 19.ControlTrackRx Retail Pharmacy Audit Program 80% of recoveries passed to Plan Sponsor co 20.ControlTrakRx On-site Plan Sponsor-requested $1,500 per onsite audit, plus 80% of CL pharmacy audit recoveries passed to Plan Sponsor .2 Drug Pricing and Dispensing Fees(A) Supply/Source BRAND GENERIC For Contract Year 1 Drug Price Bx0 Dispensing' , Drug Price(B)(C) Dispensing E (Annual Average Fee(C) (Annual Average Fee(C) (based on 3 year Effective Rate Agreement) (Annual Effective Rate (Annual Guarantee) Average Guararitee) Average Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 23 of 48 Packet Pg. 116 C.2.a Guarantee) 'Guarantee) Retail Pharmacy(30 AWP minus 17.00% $1.00 AWP minus $1.00 Days' Supply) 80.00% Retail Pharmacy (84 2 Days' Supply or AWP minus 0 greater) (non-Mail AWP minus 22.00% N/A g4.00% N/A Order)(D) Mail Order Pharmacy (45 Days' Supply or AWP minus 17.00% N/A AWP minus N/A CL less) 80.00% Mail Order Pharmacy A (46 Days' Supply or AWP minus 23.00% N/A 5P us N/A 00% greater) Specialty Pharmacy (Pass-Through of Contract Rate with Dispensing Pharmacy) Supply/Source BRAND GENERIC Drug Price M(C) Dispensing ; Drug Price MAC) Dispensing 0 For Contract Year 2 , {Annual"Average Fee(o> (Annual Average Fee(�) (based on 3 year Effective Rate (Annual Effective Rate (Annual Agreement) Guarantee) Average Guarantee) Average Guarantee) Guarantee) ry Retail Pharmacy (30 AWP minus 1700% $1.00 AWP minus $1.00 Days' Supply) . 80.25% 00 oo Retail Pharmacy (84cm Days' Supply or AWP minus AWP minus 22.00% N/A N/A greater) (non-Mail 84.00% Order)(D) Mail Order Pharmacy AWP minus (45 Days' Supply or AWP minus 17.00% N/A g0.25% N/A 0 less) 2 Mail Order Pharmacy co (46 Days' Supply or AWP minus 23.00% N/A AWP minus N/A greater) 85.00% CL r_ Specialty Pharmacy (Pass-Through of Contract Rate with Dispensing Pharmacy) Supply/Source BRAND GENERIC For Contract Year 3 Drug Price B)(c) Dispensing Drug Price B)(C) Dispensing (based on 3 year (Annual Average Fee(Q' (Annual Average Fee(o) Effective Rate (Annual Effective Rate (Annual Agreement) Guarantee) Average,. Guarantee) Average Monroe County PBMSA 082217\PBMSA(frrn120916) ©Envision Pharmaceutical Services,LLC Page 24 of 48 Packet Pg. 117 C.2.a Guarantee) Guarantee) Retail Pharmacy (30 AWP minus Days' Supply) AWP minus 17.00% $1.00 80.50% $1.00 Retail Pharmacy (84 Days' Supply or AWP minus 0 greater) (non-Mail AWP minus 22.00% N/A g4.00% N/A Order)(D) CL Mail Order Pharmacy AWP minus (45 Days' Supply or AWP minus 17.00% N/A 80.50% N/A CL less) Mail Order Pharmacy (46 Days' Supply or AWP minus 23.00% N/A A 85P0%us N/A greater) Specialty Pharmacy (Pass-Through of Contract Rate with Dispensing Pharmacy) (^�For purposes of this Agreement the "Average Wholesale Price" or "AWP" means the average wholesale price of a Covered Drug indicated on the most current pricing file provided to Envision by Medi-Span® (or 0 other applicable industry standard reference on which pricing hereunder is based)for the actual drug dispensed using the 11 digit National Drug Code (NDC) number provided by the dispensing pharmacy. Envision uses a single source for determining AWP and updates the AWP source file at least once weekly. 4) cB� For purposes of this Agreement, the "Annual Average Effective Rate" means, for the category of drugs being reviewed, the result calculated by the following formula: 1. (IC/AWP)-1,where IC(the"Ingredient Cost")is the sum of all amounts paid by Plan Sponsor for the co ingredient costs of the Covered Drugs paid to Participating Pharmacies in the designated Network cm during the Contract Year, before deducting applicable Manufacturer Derived Revenue; and 2. AWP is the sum of the Average Wholesale Price amounts associated with the same Covered Drugs during the Contract Year. If the calculated price is lower than the allowable amount under any state Medicaid "Favored Nations" rule, Envision shall pass-through, and Plan Sponsor shall pay, the Medicaid allowable amount. (c)The Annual Average Effective Rate and Annual Average Dispensing Fee is calculated using actual price ' paid by Envision to Participating Pharmacies in the designated Network,plus any Cost Share, (the Ingredient U) Cost) for all Claims for the applicable category above (including Claims paid at the U&C Price) during a 2 Contract Year, excluding (i) compound drugs; (ii) Limited Distribution Drugs; (iii) drugs dispensed at a Specialty Pharmacy; (iv) Claims from non-Participating Pharmacies, LTC pharmacies, home infusion or co 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 (including OTC); (ix) drugs in limited supply; (x) Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy;(xi)manually processed Claims; (xii)coordination of benefits Claims;and(xiii) Medicaid subrogation Claims. (D)84 Days' supply or greater at retail pharmacy guarantees apply only if Plan Sponsor's Benefit Plan includes a 90 days' supply at retail benefit for the entire Contract Year. Annual Average Effective Rate and Annual Average Dispensing Fee Guarantee Plan Sponsor acknowledges that the Annual Average Effective Rates and Annual Average Dispensing Fees Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 25 of 48 Packet Pg. 118 C.2.a 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. The Annual Average Effective Rates and Annual Average Dispensing Fees guarantees set forth in Exhibit 1 shall be deemed to CL 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 and after application of any additional offsets allowed under this Agreement, than the combined Annual Average Effective Rates and Annual Average Dispensing Fees stated in Exhibit 1, Envision shall credit Plan Sponsor with the difference as set forth below. Envision shall CL 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 CL X not such change is required by law); (ii) the configuration of System edits is modified by Plan Sponsor; (iii) Plan Sponsor does not adhere to the Formulary; (iv) the utilization data provided by Plan Sponsor (or Plan Sponsor's agent) upon which the calculation of guarantees were based is inaccurate, incomplete; (v) there is a 22 a change+/-20% in drug utilization patterns of Covered Individuals; or(vi) Plan Sponsor terminates before completion of the applicable, full Contract Year. In addition,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 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. to Annual Average Manufacturer Derived Revenue Guarantee(E),(F),(c),(M For Contract Year 1: • For 30 day supply of Brand Drugs at a Retail Pharmacy- $96.92 per paid Brand Drug Claim • For 84 days' supply of Brand Drugs at a Retail Pharmacy- $263.26 per paid Brand Drug Claim E • For up to 45 days' supply of Brand Drugs at the Mail Order Pharmacy- $96.92 per paid Brand co Drug Claim • For 46+ days' supply of Brand Drugs at the Mail Order Pharmacy- $407.53 per paid Brand Drugcm Claim • For Specialty Brand Drugs - $468.54 per paid Specialty Brand Drug Claim For Contract Year 2: E • For 30 day supply of Brand Drugs at a Retail Pharmacy- $100.59 per paid Brand Drug Claim • For 84 days' supply of Brand Drugs at a Retail Pharmacy- $285.20 per paid Brand Drug Claim • For up to 45 days' supply of Brand Drugs at the Mail Order Pharmacy- $100.59 per paid Brand 0 Drug Claim • For 46+ days' supply of Brand Drugs at the Mail Order Pharmacy- $463.16 per paid Brand Drug co Claim • For Specialty Brand Drugs - $550.41 per paid Specialty Brand Drug Claim For Contract Year 3: aA • For 30 day supply of Brand Drugs at a Retail Pharmacy- $111.39 per paid Brand Drug Claim • For 84 days' supply of Brand Drugs at a Retail Pharmacy- $315.88 per paid Brand Drug Claim a. • For up to 45 days' supply of Brand Drugs at the Mail Order Pharmacy- $111.39 per paid Brand Drug Claim • For 46+ days' supply of Brand Drugs at the Mail Order Pharmacy- $579.94 per paid Brand Drug Claim Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 26 of 48 Packet Pg. 119 C.2.a • For Specialty Brand Drugs - $647.03 per paid Specialty Brand Drug Claim (E)Manufacturer Derived Revenue guarantees are stated as annual average amounts per Contract Year. (F) Guarantees require Plan Sponsor to maintain a Benefit Plan that has a tier structure with a minimum$20 CL differential in Cost Share between preferred Brand Drugs and non-preferred Brand Drugs. (o) 340B Claims, Claims not eligible for Manufacturer Derived Revenue (e.g. Vaccines, Compounds, Direct Member Reimbursement Claims, etc.), OTC drug Claims (with the exception of diabetic testing strips and meters), and Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy, shall be excluded from the calculation of the guarantees above. (H� Guarantees require Plan Sponsor to utilize current Envision Select Formulary. CL Plan Sponsor acknowledges that the annual average Manufacturer Derived Revenue guaranteed amounts CL specified in this Exhibit 1 are conditioned upon Plan Sponsor's adherence to certain conditions under this Agreement. (a) If the Manufacturer Derived Revenue advanced to Plan Sponsor for the Contract Year is, overall, lower than the overall Manufacturer Derived Revenue earned by Plan Sponsor for the Contract Year,Envision shall pay the difference to Plan Sponsor, after application of any additional offset allowed under this Agreement. (b) If the Manufacturer Derived Revenue earned by Plan Sponsor for the Contract Year is, overall,lower than the annual average Manufacturer Derived Revenue guaranteed amounts specified above,in the aggregate, Envision shall pay the difference to Plan Sponsor,after application of any additional offset allowed under this Agreement. Notwithstanding anything herein to the contrary,Envision shall not be liable to Plan Sponsor for any shortfall in guaranteed Manufacturer Derived Revenue 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); (ii) the configuration of System edits is modified by Plan Sponsor; (iii) Plan Sponsor does not adhere to the Formulary; (iv) the utilization data provided by Plan Sponsor(or Plan Sponsor's agent) upon which the calculation of guarantees were based is inaccurate, incomplete; (v)there is a change+/-20% in drug utilization patterns of Covered Individuals; (vi) co there is a loss of rebates due to pharmaceutical manufacturer drug patent expirations, manufacturer cm bankruptcy, or removal of a drug from the market; (vii) there are changes in pharmaceutical manufacturer rebate contracting terms or policies;(viii)Plan Sponsor's Benefit Plan does not meet the conditions for rebates of pharmaceutical manufacturer contracts including market share rebates; (ix) if Plan Sponsor has been excluded by a manufacturer; (x) there is any governmental regulation, ruling, or guidance that impacts 0 Envision's ability to maintain current Manufacturer Derived Revenue yields; or(xi)Plan Sponsor terminates before completion of the applicable, Contract Year. 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 to 0 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 co amounts Plan Sponsor believes are owed by Envision for financial guarantees. CL *Envision reserves the right to modify the pricing if the actual enrollment on the program decreases by 20%or more from total enrollment on the effective date of this agreement. A a� Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 27 of 48 Packet Pg. 120 C.2.a EXHIBIT 2 PERFORMANCE GUARANTEES Envision shall provide PBM Services in accordance with the Performance Guarantees specified in 0. this Exhibit. So long as both parties have executed the Agreement, Envision shall provide Plan Sponsor with a Performance Guarantee report within ninety (90) days after the end of each Contract Year. E The total amount of penalties payable by Envision in any Contract Year shall not exceed ten CL percent (10%) of Envision's Administrative Fee paid by Plan Sponsor during applicable Contract CO Year for on-going Performance Guarantees with no more than 20% to be allocated towards one 0. performance area. If not allocated, the total amount at risk shall be evenly distributed across the proposed Performance Guarantees. Failure to meet Performance Guarantees shall not be deemed to be a breach of this Agreement. Unless otherwise noted in this Exhibit,Performance Guarantees shall be measured annually on a client specific basis. Upon receipt of Envision's annual Performance Guarantee report, if Envision failed to meet any of the Performance Guarantees noted in this Exhibit and Plan Sponsor desires to assess penalties, then Plan Sponsor will provide Envision,within forty-five(45) days of receipt, with written notice to assess a penalty. Any penalties assessed against Envision pursuant to this Agreement will be 0 credited against future billings to Plan Sponsor in accordance with the execution of this Agreement and Envision's standard procedures. In the event that any failure by Envision to meet any Performance Guarantee is due to a force majeure as defined in this Agreement,failure by Plan Sponsor to perform its obligations under this Agreement, or actions or inactions of Plan Sponsor that adversely impact Envision's ability to CO maintain the Performance Guarantee(s), Envision will be excused from compliance with such Performance Guarantee(s) until such.circumstances have been resolved and any existing backlogscm or other related effects have been eliminated. The following performance guarantees shall apply through 9/30/2020, for services that have been E fully delegated to Envision. Envision Performance Guarantees U) PG# Performance Performance Standard Measurement . Annual Penalty Category Period Account Management CO 1 Account Envision guarantees an average Annually Up to 20%of Management account management satisfaction rate total amount at Satisfaction of 3 or higher per Contract Year, on risk. Envision's standard Account Management survey with a scale of 1 to 5 (5 being the highest). Plan Sponsor employees, who have routine day to day interactions with Envision's account management team, shall promptly complete and return all surveys. Monroe County PBMSA 082217\PBMSA(frm1209l6) ©Envision Pharmaceutical Services,LLC Page 28 of 48 Packet Pg. 121 C.2.a Envision Performance Guarantees PG# Performance Performance Standard` Measurement Annual Penalty :Category . . . . .. ._ Period 2 Standard Envision guarantees that it shall modify Annually. ! Up to 20%ofCL Benefit ` standard changes to existing benefits total amount at Modification within thirty(30) calendar days or less risk. Turnaround from the date that Envision receives the a ; signed Benefit Change Form from Plan Sponsor. Plan sponsor understands thatCL urgent and custom requests are i excluded from the measurement of this CL performance guarantee. __. _..._ _.. . .... --_ _ - - - - - Help Desk - . 3 Average Speed ; Envision shall answer calls to the Annually Up to 20%of of Answer- : member service telephone line total.amount at Member.Service " administered by Envision within an risk. . .average of thirty(30) seconds per. Contract Year, measured on a book of i i business basis. r- 4 Call Center i Envision shall make available a toll free. Annually Up to 20%of c� Abandonment member help desk telephone line. The total amount at Rate i Abandonment Rate of the member help ! risk. desk telephone line will be five percent :(5%) or less per Contract Year, measured on a book of business basis. __. .. _ __. .. _-. .. _'. 5 Blocked Call 1%or less;of calls to Envision's Annually Up to 20%.of CO Rate member help desk call centers will total amount at cm i receive a busy signal each Contract risk. Year, measured on a book-of business f basis. "Blocked Call Rate"means the (i) number of incomplete member , telephone calls to member help desk call centers each Contract Year which were never received due to the caller receiving a busy signal, divided by (ii) CO the total number of member telephone calls presented to.member help desk call centers during such Contract Year. i a� Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 29 of 48 Packet Pg. 122 C.2.a Envision Performance Guarantees PG# Performance Performance Standard Measurement Annual Penalty ` 'Category Period Mail Order Pharmacy 6 Dispensing Annually Up to 20%of 2 Accuracy Dispensing Accuracy Rate for each total amount at Contract Year will be 99.993%or risk. greater, measured on a book of business basis. "Dispensing Accuracy Rate"means (i) the number of all mail and specialty pharmacy prescriptions dispensed by Envision, less the number of those prescriptions which are reported to Envision and verified by Envision as having been dispensed with the incorrect drug, strength, or form, divided by (ii) the number of all mail and specialty pharmacy prescriptions c� dispensed by Envision. 7 Mail Turnaround Envision shall dispense"Clean Mail Annually Up to 20%of Time—Clean Service Orders"within an average of total amount at Orders two (2) business days per Contract risk. Year, provided Envision Pharmacies has — dispensed a minimum of one thousand co (1,000) total mail service orders in such Contract Year. cm "Clean Mail Service Order" means mail service orders received by Envision Pharmacies that are in stock and which do not require physician or patient contact or other non-standard procedures prior to dispensing by Envision Pharmacies. cape °A a Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 30 of 48 Packet Pg. 123 C.2.a Envision Performance Guarantees PG# Performance Performance Standard Measurement. Annual Penalty Category Period 8 Mail Turnaround ; Envision shall dispense intervention Annually Up to 20%ofCL Time= mail service orders within an average of total amount at i Intervention five (5) business days per Contract ; risk: Orders ! Year, provided Envision Pharmacies has dispensed a minimum of one thousand (1,000)total mail service orders in such Contract Year. "Intervention Mail Service Order"means: mail service.orders received by Envision Pharmacies that are not in stock and which do require physician or a patient contact or other non-standard i procedures prior to dispensing by Envision Pharmacies. Retail Pharmacy 9 Online Claims Except for scheduled maintenance Annually Up to 20%of Processing periods, Envision's claims adjudication total amount at I e� System I system will be available at least ninety. risk. Availability ( nine percent(99%) of the time, measured on a book of business basis. 10 Online Claims ; Ninety-eight percent (98%) or more of Annually Up to 20%of Processing online transactions will be processed total amount at System within four(4) seconds based.on an riskco Response annual average, measured on a book of cm business basis. Other Services 11 Eligibility Load 1 Envision guarantees 99.98%of usable Annually $250 per file, Turnaround eligibility files received before 7:00 AM ! subject to a Eastern Time on any business day will maximum , be accurately loaded and active in the ; penalty of 20% on-line claims adjudication system of at risk ' l within two (2) business days of amount per ' Envision s receipt. Contract Year. co - - ---p_ __. _ - 12 Standard Envision's standard financial reporting Annually $500 per file, Financial :package will be made available online subject to a Reporting I within 30 days following the end of the maximum Package quarter. ; penalty of 20% Turnaround I of at risk amount per Contract Year. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 31 of 48 Packet Pg. 124 C.2.a CLINICAL PROGRAMS EXHIBIT Envision shall provide the following Clinical Programs to Plan Sponsor: Standard Cost Reduction Services (included in Administrative Fee) Concurrent Drug Utilization Review ("DUR") Program — point of sale system checks to identify contraindicated drugs and drug strengths not recommended CL Envision's Concurrent DUR Program provides electronic clinical monitoring of prescription drugs ca at the point-of-sale claims system edits. It is designed to encourage cost-effective, high quality 0. drug therapies by notifying pharmacists of potential drug therapy complications at the point-of- sale before prescriptions are dispensed. The DUR Program is intended to be used by the pharmacist as a screening tool to detect outlying prescription drug utilization patterns, but not a 22 substitute for professional judgment. All claims submitted through the Envision Concurrent DUR Program are entered into the patient's active drug profile, thus allowing the system to evaluate prescription claims prior to the initiation of drug therapy. The patient's profile is accessed regardless of the participating pharmacy the patient may choose. 0 0 Drug Utilization Review Listed below are the eleven major Concurrent DUR modules that Envision utilizes during the processing of prescription drug claims. All of the clinical modules use National Council of Prescription Drug Plans ("NCPDP") standard conflict codes: co • Duplicate Therapy (drugs from the same therapeutic class) cm • Drug-Drug Interaction (combinations of drugs with potential for severe adverse effects) • Low Dose Alert (drug doses that fail to meet the suggested minimum daily dose) • High Dose Alert (drug doses that exceed the suggested maximum daily dose) E • Excessive Utilization ("Too Soon Refill"Monitoring which monitors refill claims sent before a defined percentage of the previous fill is used) • Geriatric Precautions (drugs inappropriate for patients over the age of 60) 0 • Pediatric Precautions (drugs inappropriate for pediatrics based on the patient's tender age) • Drug Duplication (drugs containing the same ingredients) co • Drug-Gender Precaution (drugs not indicated for a specific gender) • Drug-Disease Precaution (drugs inappropriate) • Under-Utilization (Late Refill Monitoring which is a refill for a chronic maintenance drug requested at an interval longer than directed by the prescriber) a Each DUR warning is accompanied by the appropriate NCPDP DUR conflict code and message. The message received will be in a format designed by the pharmacy software vendor. Additionally, most pharmacy software may also have editing capability, but may be limited to prescriptions filled at that store or chain. Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 32 of 48 Packet Pg. 125 C.2.a Additional Clinical Program Services (priced separately) Medication Therapy Management/Drug Therapy Management CL Envision's Medication Therapy Management/Drug Therapy Management ("MTM/DTM") Program is designed to achieve appropriate therapeutic outcomes for targeted patients through improved medication use. This includes the involvement of patients, caregivers, care providers, pharmacists, physicians, educators, and care coordinators. The Program is consistent with evidence based-guidelines, including guidance from the Centers for Medicare and Medicaid CL Services ("CMS"). Prospective candidates for the DTM/MTM Program are those patients who ca have multiple chronic conditions, are taking multiple medications, and will most likely incur high CL annual drug costs. In addition, specific patients that fall outside of the previously mentioned identification criteria may be identified as eligible for DTM/MTM intervention due to significant therapy care gaps. a a� The MTM/DTM Program consists of 2 basic elements: Therapy Care Gap interventions and Adherence and Persistence (A&P) interventions. A) Therapy Care Gap Management 0 0 Therapy Care Gaps are interventions designed to identify patients who have a gap between their current therapy and the ideal therapy needed to achieve optimal clinical outcomes. Therapy Care Gap recommendations are developed based on current clinical guidelines and clinical evidence. Patients with therapy gaps are identified using full prescription drug claims history as well as patient demographics, concurrent disease states and concurrent medications. Therapy Care Gaps are then reviewed for clinical relevance by clinical pharmacists, and the co prescribing physician and patient are notified as appropriate. Patients will also receive cm educational materials on a quarterly basis. Outcomes reporting at 6 months and annually will quantify the number of Therapy Care Gaps identified, changes in physician prescribing post- identification and communication, and the change in actual patient medication history post- identification. B) Medication Adherence and Persistency (three disease states) U) 0 Medication Adherence and Persistency ("A&P") interventions identify members who are not properly following the prescriber's instruction regarding medications ("adherence") or are not co remaining on the prescribed therapy for the recommended time period ("persistence"). The Program targets medication for chronic diseases such as hypertension, diabetes, and high CL cholesterol. Additional (greater than 3) disease states can be selected for an additional fee. Potential medication non-adherence is identified in a target patient population using four major 2 parameters: Medication Possession Ratio ("MPR"), Median Gap, Persistence, and Days of Therapy. This service seeks to identify and resolve issues related to compliance and/or persistency by offering patients quarterly progress reports on their adherence and notifications to providers and/or disease management firms for further interventions that foster compliant and persistent behavior. In addition to the individualized quarterly member progress reports, annual outcomes reports documenting the change in adherence parameters for the year as Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 33 of 48 Packet Pg. 126 C.2.a compared to the baseline period. C) Included Reports: CL • Outcomes reports at 6 months and annually on all Therapy Care Gaps; 2 • Disease state specific reports and 6 months and annually regarding chronic medication adherence for those drugs within those disease states; and • Quarterly and annual individual personalized member medication adherence reports. Fees for Additional Clinical Program Services (only at client's request) CL • Drug Therapy Care Gap Management: $0.55 PMPM • Medication Adherence and Persistency (up to three disease states): $0.55 PMPM aA a 0 0 0 co cm co CL r_ aA a Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 34 of 48 Packet Pg. 127 C.2.a COVERAGE DETERMINATION AND APPEALS PROCESS ADDENDUM This Coverage Determination and Appeals Process Addendum (hereinafter "Addendum") is entered into by and between Envision Pharmaceutical Services, LLC (hereinafter"Envision") and CL Monroe County Board of County Commissioners(hereinafter"Plan Sponsor") as follows. This 7Z Addendum is effective January 1, 2108 (hereinafter the "Effective Date"). BACKGROUND Envision and Plan Sponsor are parties to a Pharmacy Benefit Management Services Agreement ca dated January 1, 2018 (hereinafter"Agreement") under which Envision provides PBM Services CL to Plan Sponsor. Plan Sponsor wishes for Envision to provide additional services under the Agreement as set forth below. 2 NOW THEREFORE, Envision and Plan Sponsor agree as follows: 1. Initial Coverage Determinations and Appeals: 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 0 Determinations (including Clinical Prior Authorizations); and (iii) Redeterminations ("Internal Appeals"). The Coverage Determination and Appeals Process will meet the requirements of the Department of Labor's Internal Claims and Appeals and External Review Processes under 29 CFR §2590.715-2719. 2. Compensation: Plan Sponsor shall pay Envision the following fees: co cm Provided Internally by Envision Coverage Determinations (including Clinical Prior $35.00 per request Authorizations) Redeterminations (Internal Appeals) $125 per request Postage 100% pass-through of all postage 0 co 3. All other terms and conditions of the Agreement not modified by this Addendum or any prior amendment or addenda shall remain unchanged. [SIGNATURE PAGE FOLLOWS] 2 a� Monroe County PBMSA 082217\PBMSA(frm1209l6) ©Envision Pharmaceutical Services,LLC Page 35 of 48 Packet Pg. 128 C.2.a 2018 MEDICARE EMPLOYER GROUP AGREEMENT (EGWP/wrap ASO) SIGNATURE PAGE CL IN WITNESS WHEREOF, EIC and Employer Group have caused this Employer Group Agreement to be executed by their respective authorized officers. EIC: EMPLOYER GROUP: BOARD OF COUNTY COMMISSIONERS CL OF MONROE COUNTY�d� FLORIDA By: Co CL 5�7 � By: William C. Epling, Presiden David Rice, Mayor Print Name and Title Address: Address: Envision Insurance Company 1100 Simonton Street 2181 East Aurora Road Key West, FL 33040 Twinsburg, OH 44087 PH: 330-405-8080 PH: (305)292-4458 FX:330-405-8081 _= FX:.- (305)292-4564 x EMAIL , cook—bryan@monroecounty—fl.gov FEIN '59-6000749 l t 00 9 � KEUIN�MADOK CLERK ram ' cm By: _y. Deputy Clerk 0 =C= ? r n C. •• Ca r CO CL r_ MONROE COUNTY ATTORNEY U, A RO D AS TO 0 YNTHIA L. HALL ASSIS NT COUNTY AT�RNEY Date �� Page 18 of 29 Packet Pg. 129 C.2.a EXHIBIT C Fees and Financial Guarantees* Fees for Additional Services and Miscellaneous Expenses Manual Claims Processing (including DMRs) $1.50 per Claim processed CL Claim Adjustment Checks (charged to Employer Group for reimbursements made to Members for Claim adjustments $8.50 per check requested by Employer Group.) Manually create or update the Eligibility File $1.00 per Covered Individual data entry Ad Hoc Computer or Report Programming (Recurring Report) $2,500.00 for the development of a recurring, non-standard report (one time standard ad-hoc report included in administrative fee) Clinical Prior Authorizations (Initial Coverage Determinations) $35.00 per authorization Redeterminations(Internal Appeals) $125.00 per determination 2 Independent Review Organization (IRO)Coordination Pass-through of cost of IRO Member Communications Cost of production and postage Customized Formulary $0.20 PMPM with a minimum of$2,000.00 per month Custom Eligibility File layouts (accommodation or development) $1,000.00 per layout Custom Website or Private Label Portal Quoted upon request Replacement by Envision of lost or stolen ID Cards $1.15 per card plus cost of postage Explanation of Benefits(EOB) production and distribution $1.00 per EOB plus postage Medicaid Subrogation Claim Adjudication $3.50 per claim co Enhanced Fraud, Waste and Abuse/Benefit Integrity Services Quoted upon request cm Pharmacy Audits (On-site) $1,500.00 per on-site audit Drug Therapy Care Gap Management $1.50 per Member, per month Medication Adherence and Persistency(up to three disease states) $1.50 per Member, per month e-Prescribing $0.30 per transaction, minimum of$250.00 per month Standard Online Reporting includes access for 3 client users and 1 consultant user.A licensing fee is charged for each user co Standard Online Reporting User Access account not accessed over a 60-day period. $1,200.00 per additional unique user CL r_ Data transfer files(Industry-standard files) $250.00 per transfer 2 a� $5,000.00 for identified reports: A. Claims History Contract Termination Report Fees B. PA files E C. Open Refill files (mail and specialty) D. Accumulator files E. Related Participant Data files Post Termination Run-off Claims $2.24 per prescription Packet Pg. 130 C.2.a Drug Pricing and Dispensing Fees(A) Supply/Source BRAND GENERIC Drug Price R(c) Dispensing Fee(c) Drug Price AM Dispensing Fee(c) For Contract Year 2018 (Annual Average (Annual Average (Annual Average (Annual Average Effective Rate Guarantee) Effective Rate Guarantee) Guarantee) Guarantee) Retail Pharmacy(Up to 30 AWP minus 17.00% AWP minus 80.00% $1.00 $1.00 Days' Supply) Retail Pharmacy (31 AWP minus 17.00% AWP minus 80.00% Days'to 83 Days'Supply) $1.00 $1.00 CL Retail Pharmacy (84 AWP minus 22.00% $1.00 AWP minus 84.00% $1.00Co Days'to 89 Days' Supply) Retail Pharmacy (90 Days' Supply or greater) AWP minus 22.00% N/A AWP minus 84.00% N/A (non-Mail Order)(°) > r_ Mail Order Pharmacy (Up AWP minus 17.00% N/A AWP minus 80.00% N/A to 45 Days'Supply) Mail Order Pharmacy (46 AWP minus 23.00% N/A AWP minus 85.00% Days'Supply or greater) N/A c� Specialty Pharmacy (Pass-Through of Contract Rate with Dispensing Pharmacy) Supply/Source BRAND GENERIC Drug Price Dispensing Fee M Drug Price(B)(c) (Annual Dispensing Fee R(Annual (B)(C) (Annual (Annual Average Average Effective Rate Average Guarantee) For Contract Year 2019 Average Guarantee) Guarantee) co Effective Rate cm Guarantee) Retail Pharmacy(Up to 30 AWP minus Days'Supply) 17.00% $1.00 AWP minus 80.25% $1.00 E Retail Pharmacy (31 AWP minus $1 00 AWP minus 80.25% $100 U) Days'to 83 Days'Supply) 17.00% . 2 Retail Pharmacy (84 AWP minus $1 00 AWP minus 84.00% $1.00 ) Days'to 89 Days'Supply) 22.00% Co Retail Pharmacy (90 CL AWP minus AWP minus 84.00% Days' Supply or greater) 22.00% N/A N/A (non-Mail Order)(D) a Mail Order Pharmacy (Up AWP minus N/A AWP minus 80.25% N/A to 45 Days'Supply) 17.00% Mail Order Pharmacy (46 AWP minus N/A AWP minus 85.00% N/A Days Supply or greater) 23.00/° Specialty Pharmacy (Pass-Through of Contract Rate with Dispensing Pharmacy) Packet Pg. 131 C.2.a Supply/Source BRAND GENERIC Drug Price Dispensing Fee(c) Drug Price(B)(C) (Annual Dispensing Fee(c)(Annual (g)(C) (Annual (Annual Average Average Effective Rate Average Guarantee) For Contract Year 2020 Average Guarantee) Guarantee) Effective Rate Guarantee) Retail Pharmacy(Up to 30 AWP minus AWP minus 80.50% $1.00 Days'Supply) 17.00% $1.00 Retail Pharmacy (31 AWP minus AWP minus 80.50% Days'to 83 Days'Supply) 17.00% $1.00 $1.00 CL Co Retail Pharmacy (84 AWP minus $1.00 AWP minus 84.00% $1.00 CL Days'to 89 Days' Supply) 22.00% Retail Pharmacy (90 Days' Supply or greater) AWP minus N/A AWP minus 84.00% a N/A (non-Mail Order)(°) 22.00% Mail Order Pharmacy (Up AWP minus N/A AWP minus 80.50% N/A to 45 Days' Supply) 17.00% Mail Order Pharmacy (46 AWP minus N/A AWP minus 85.00% N/A Days' Supply or greater) 23.00% 0 Specialty Pharmacy (Pass-Through of Contract Rate with Dispensing Pharmacy) a 4) (A) For purposes of this Agreement the "Average Wholesale Price" or"AWP" means the average wholesale price of a Covered Drug indicated on the most current pricing file 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 11 digit National Drug Code (NDC) number provided by the dispensing pharmacy. Envision uses a single source for determining AWP and updates the AWP source file at least once weekly. co (B) For purposes of this Agreement, the "Annual Average Effective Rate" means, for the category of drugs being reviewed, the result cm calculated by the following formula: 1. (IC/AWP)-1,where IC(the"Ingredient Cost")is the sum of all amounts paid by Employer Group for the ingredient costs of the 45 Covered Drugs paid to Participating Pharmacies in the designated Network during the Contract Year, before deducting OE applicable Manufacturer Derived Revenue; and 2. AWP is the sum of the Average Wholesale Price amounts associated with the same Covered Drugs during the Contract Year. If the calculated price is lower than the allowable amount under any state Medicaid "Favored Nations" rule, Envision shall U) pass-through, and Employer Group shall pay,the Medicaid allowable amount. 4) (c) The Annual Average Effective Rate and Annual Average Dispensing Fee 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 above (including Claims paid at the U&C Price) during a Contract Year, excluding (i) compound drugs; (ii) Limited Distribution Drugs; Co CL (iii) drugs dispensed at a Specialty Pharmacy; (iv) Claims from non-Participating Pharmacies, LTC pharmacies, home infusion 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 (including OTC); (ix) drugs in limited supply; and (x) Claims a from any Employer Group owned or affiliated pharmacy which is not a Participating Pharmacy. (°)84 Days'supply or greater at retail pharmacy guarantees apply only if Employer Group's Covered Benefits includes a 90 days'supply at retail benefit for the entire Contract Year. Annual Average Effective Rate and Annual Average Dispensing Fee Guarantee Employer Group acknowledges that the Annual Average Effective Rates and Annual Average Dispensing Fees specified in this Exhibit C are conditioned upon Employer Group'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 Employer Group's drug utilization and mix of Participating Packet Pg. 132 C.2.a Pharmacies. The Annual Average Effective Rates and Annual Average Dispensing Fees guarantees set forth in Exhibit C shall be deemed to have been satisfied if the discounts passed through to Employer Group 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 Employer Group for all Claims during the Contract Year are less favorable, in the aggregate and after application of any additional offsets allowed under this Agreement,than the combined Annual Average Effective Rates and Annual Average Dispensing Fees stated in Exhibit C, Envision shall credit Employer Group with the difference as set forth below. Envision shall not be liable to Employer Group for shortfalls in guaranteed Annual Average Effective Rates or Annual Average Dispensing Fees if (i) Employer Group makes a change to the Covered Benefits at any time (regardless of whether or not such change is required by 02 law); (ii)the configuration of System edits is modified by Employer Group; (iii) Employer Group does not adhere to the Formulary; (iv) the utilization data provided by Employer Group (or Employer Group's agent) upon which the calculation of guarantees were based is inaccurate, incomplete; (v)there is a change+/-20%in drug utilization patterns of Members;or(vi) Employer Group terminates before completion of the applicable, full Contract Year. In addition, Employer Group agrees that Envision's liability to Employer Group for shortfalls in financial guarantees, in the aggregate,for any Contract Year shall be limited to amounts paid by Plan Sponsor to Envision for Administrative Fees during the applicable Contract Year, and Employer Group has no right of offset to withhold any payment due cc CL Envision under this Agreement for any amounts Employer Group believes are owed by Envision for financial guarantee. Annual Average Manufacturer Derived Revenue Guarantee(E),I(Fj,(G),(H) °A For Contract Year 2018: r_ • For up to 83 days'supply of Brand Drugs at a Retail Pharmacy-$23.15 per paid Brand Drug Claim • For 84 days'supply or greater of Brand Drugs at a Retail Pharmacy-$85.63 per paid Brand Drug Claim • For up to 45 days'supply of Brand Drugs at the Mail Order Pharmacy-$23.15 per paid Brand Drug Claim • For 46 days'supply or greater of Brand Drugs at the Mail Order Pharmacy-$118.34 per paid Brand Drug Claim • For Specialty Brand Drugs-$234.46 per paid Specialty Brand Drug Claim (E) Manufacturer Derived Revenue guarantees are stated as annual average amounts per Contract Year. (F) Guarantees require Employer Group to maintain Covered Benefits that has a tier structure with a minimum$20 differential in Cost Share between preferred Brand Drugs and non-preferred Brand Drugs. (G)340B Claims, Claims not eligible for Manufacturer Derived Revenue (e.g. Vaccines, Compounds, Direct Member Reimbursement a Claims,etc.),OTC drug Claims(with the exception of diabetic testing strips and meters), and Claims from any Employer Group owned OE or affiliated pharmacy which is not a Participating Pharmacy,shall be excluded from the calculation of the guarantees above. co (")Guarantees require Employer Group to utilize current EIC Formulary. cm Employer Group acknowledges that the annual average Manufacturer Derived Revenue guaranteed amounts specified in this Exhibit C are conditioned upon Employer Group's adherence to certain conditions under this Agreement. (a) If the Manufacturer Derived Revenue advanced to Employer Group for the Contract Year is, overall, lower than the overall Manufacturer Derived Revenue earned by Employer Group for the Contract Year, Envision shall pay the difference to Employer Group, after application of any additional offset allowed under this Agreement. , (b) If the Manufacturer Derived Revenue earned by Employer Group for the Contract Year is, overall, lower than the annual average Manufacturer Derived Revenue guaranteed amounts specified above, in the aggregate, Envision shall pay the difference to 2 Employer Group, after application of any additional offset allowed under this Agreement. co Notwithstanding anything herein to the contrary, Envision shall not be liable to Employer Group for any shortfall in guaranteed Manufacturer Derived Revenue if: (i) Plan Sponsor makes a change to the Covered Benefits at any time(regardless of whether or not cc such change is required by law); (ii)the configuration of System edits is modified by Employer Group; (iii) Employer Group does not adhere to the Formulary; (iv)the utilization data provided by Employer Group(or Employer Group's agent) upon which the calculation of guarantees were based is inaccurate, incomplete; (v)there is a change+/-20% in drug utilization patterns of Members; (vi)there is a loss of rebates due to pharmaceutical manufacturer drug patent expirations, manufacturer bankruptcy, or removal of a drug from the market; (vii) there are changes in pharmaceutical manufacturer rebate contracting terms or policies; (viii) Employer Group's Covered Benefits does not meet the conditions for rebates of pharmaceutical manufacturer contracts including market share rebates; OE (ix)if Employer Group has been excluded by a manufacturer;(x)there is any governmental regulation, ruling,or guidance that impacts Envision's ability to maintain current Manufacturer Derived Revenue yields; or (xi) Employer Group terminates before completion of the applicable,Contract Year. Employer Group agrees that Envision's liability to Employer Group for shortfalls in financial guarantees, in the aggregate,for any Contract Year shall be limited to amounts paid by Employer Group to Envision for Administrative Fees during Packet Pg. 133 C.2.a the applicable Contract Year, and Employer Group has no right of offset to withhold any payment due Envision.under this Agreement for any amounts Employer Group believes are owed by Envision for financial guarantees. * Envision reserves the right to modify the pricing if the actual enrollment on the EGWP/wrap decreases by 20% or more from total enrollment on the effective date of this Agreement. CL 03 CL CL aA a M 0 t) 0 00 U) 0 CO 03 CL r_ aA a Packet Pg. 134 C.2.a EXHIBIT D Federal Contractual Requirements For the purposes of this Exhibit only, Employer Group shall be known as the COUNTY and EIC as the CONTRACTOR. 1. SMALL AND MINORITY BUSINESSES,WOMEN'S BUSINESS ENTERPRISES,AND LABOR SURPLUS AREA FIRMS. The COUNTY strongly encourages the use of women-, minority- and veteran-owned business enterprises (SBEs) and wishes to see a minimum of 25%of the contract or subcontracts awarded pursuant to this RFP go to SBEs. Contractors may search for Florida registered SBEs at: http://www.dms.mvflorida.com/agency administration/office of supplier diversity osd Any proposal submitted in which the vendor is certified as an SBE,or in which the vendor proposes to use subcontractors that are certified as SBEs, in Florida or another jurisdiction, must submit proof of the registration or certification from the local authority in order to receive credit for the use of the SBE. 2. AUDIT OF RECORDS 2 CONTRACTOR shall grant to the COUNTY, DEM, FEMA, the Federal Government, and any other duly authorized agencies of the a Federal Government or the COUNTY where appropriate the right to inspect and review all books and records directly pertaining to the Contract for a period of five(5)years after final grant close-out by FEMA or DEM,or as required by applicable County,State and Federal UJ law. Records shall be made available during normal working hours for this purpose and in accordance with Section 5 of this Agreement. In the event that FEMA. DEM,or any other Federal or State agency,or the COUNTY,issues findings or rulings that the amounts charged by the CONTRACTOR, or any portions thereof, were ineligible or were non-allowable under federal or state Law or regulation, 00 CONTRACTOR may appeal any such finding or ruling. If such appeal is unsuccessful,the CONTRACTOR shall agree that the amounts paid to the Contractor shall be adjusted accordingly, and that the CONTRACTOR shall, within thirty (30) days thereafter, issue a remittance to the COUNTY of any payments declared to be ineligible or non-allowable. CONTRACTOR shall comply with federal and/or state laws authorizing an audit of CONTRACTOR's operation as a whole, or of specific S Project activities. Under no circumstances shall advertising or other communications with the media be presented in such a manner as to COUNTY orco imply that the CONTRACTOR or the CONTRACTOR's services are endorsed by the COUNTY. cm 3. TERMINATION In the event that the CONTRACTOR shall be found to be negligent in any aspect of service,the COUNTY shall have the right to terminate , this agreement after five days written notification to the CONTRACTOR. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty(60)days written notice of its intention to do so. 0 A. Termination for Cause and Remedies: In the event of breach of any material contract terms, the COUNTY retains the right to � terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR materially fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination,the COUNTY shall provide CONTRACTOR with thirty(30)calendar days'notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured within thirty a (30) days of notice,the Agreement will be terminated for cause. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition,the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. E B. Termination for Convenience: After the first Contract Year,the COUNTY may terminate this Agreement for convenience,at any time, upon ninety (90) days' notice to CONTRACTOR. . The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement,including the right to sue for breach of contract and including the right to pursue a claim forviolation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. Packet Pg. 135 C.2.a 4. PUBLIC ENTITIES CRIMES AND DEBARMENT A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to public entity,may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes,for CATEGORY TWO for a M period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act ME (Section 287.133, Florida Statutes). Violation of terms of this contract shall result in termination of this Agreement and recovery of all monies paid hereto,suspension of the Co ability to bid on and perform County contracts, and may result in debarment from COUNTY's competitive procurement activities. 0. X In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been ° formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or CONTRACTOR is formally charged with an act defined as a"public entity crime"or has been placed on the convicted vendor list. 5. NONDISCRIMINATION 0 0 During the performance of this Agreement,the CONTRACTOR agrees as follows: A. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, a sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, CO upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. B. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, , gender identity, or national origin. C. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because 4) such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or °® another employee or applicant. This provision shall not apply to instances in which an employee who has access to the 0 compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, CL unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish °2 information. D. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall OE post copies of the notice in conspicuous places available to employees and applicants for employment. E. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. F. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and Packet Pg. 136 C.2.a accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. G. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. CL 6. COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict OE in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. CL Co 7. CODE OF ETHICS CL X The parties recognize and agree that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation ° or acceptance of gifts;doing business with one's agency; unauthorized compensation; misuse of public position,conflicting employment or contractual relationship;and disclosure or use of certain information. M 8. NO SOLICITATIOWPAYMENT The CONTRACTOR and COUNTY warrant that, in 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, 0 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, the CONTRACTOR agrees that the COUNTY 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. 9. PUBLIC RECORDS. co Public Records Compliance. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, if the Contractor is an individual, partnership, corporation or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency as provided under F.S. 119.011(2),the CONTRACTOR is required to: A. Keep and maintain public records that would be required by the County to perform the service. , B. Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or 0 as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not 0 disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. Co D. Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers °; all public records to the County upon completion of the contract,the CONTRACTOR shall destroy any duplicate public records ° that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract,the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of OE records, in a format that is compatible with the information technology systems of the County. E. A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. Packet Pg. 137 C.2.a If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract,notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. CL 2 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street,SUITE 408, KEY WEST, FL 33040. CL Co 10. FEDERAL CONTRACT REQUIREMENTS 0. X The CONTRACTOR and its subcontractors must follow the provisions as set forth in Appendix II to Part 200, as amended, including but not limited to: U) ° A. Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will reports violations to FEMA and the Regional Office of the Environmental Protection Agency(EPA). B. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148)as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable 0 to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.In addition,contractors must be required to pay wages not less than once a week.The COUNTY must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The COUNTY E must report all suspected or reported violations to the Federal awarding agency. The contractors must also comply with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, cO "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the cm United States"). As required by the Act, each contractor or subrecipient is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.The COUNTY must report all suspected or reported violations to the Federal awarding agency. C. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the EO COUNTY in excess of$100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and , 3704,as supplemented by Department of Labor regulations(29 CFR Part 5). Under 40 U.S.C.3702 of the Act, each contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times °® the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are co applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary,hazardous or dangerous.These requirements do not apply to the purchases of supplies CL or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. D. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR§401.2(a)and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit ° organization regarding the substitution of parties,assignment or performance of experimental,developmental,or research work under that"funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401,"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. E. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of$150,000 must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Pam 27 nf 29 Packet Pg. 138 C.2.a F. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1986 Comp.,p. 189)and 12689(3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies,as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. G. Byrd Anti-Lobbying Amendment(31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non- Federal award. H. Procurement of recovered materials as set forth in 2 CFR§200.322. I. Americans with Disabilities Act of 1990 (ADA)—The CONTRACTOR will comply with all the requirements as imposed by the ADA,the regulations of the Federal government issued thereunder,and the assurance by the CONTRACTOR pursuant thereto. J. Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in a part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard,all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts.The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. K. The Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of 0 all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's 00 E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. L. No Obligation by Federal Government. The federal government is not a party to this contract and is not subject to any obligations a or liabilities to the non-Federal entity,contractor,or any other party pertaining to any matter resulting from the contract. M. Program Fraud and False or Fraudulent Statements or Related Acts. The Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements)applies to the Contractor's actions pertaining to this contract. co cm U) 0 co CL r_ aA a Packet Pg. 139 C.2.a IN WITNESS WHEREOF, Envision and Plan Sponsor have executed this Addendum as of the Effective Date above. For ENVISION: For PLAN SPONSOR: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By: CL Au„" pt"s David Rice, Mayor CL Print Name and Title -Print Name and Title a+ y ( 1 v 1 t 66 P`� ATTEST rf ,MADOK, CLERK By' yl -�— � Deputy Clerk co r-- W E nX n ,= n U) co CL MONROE COUNTY ATTORNEY Al R 0 E D f-S' 0", R M: . YNTHIA L- HALL ASSIS ANT COUNTY p+TTORNEY Date `(� A I Q - — Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 36 of 48 Packet Pg. 140 C.2.a EXHIBIT 1-A to Coverage Determination and Redetermination Program Envision a Coverage Determination and Redetermination (Internal Appeal) Program Description CL (Revision date 12/04/2012) 7Z Envision maintains a process for Coverage Determinations (including Clinical Prior Authorizations), and Redeterminations. Envision utilizes a claim adjudication platform to determine real-time coverage/non-coverage status for Claims submitted electronically at the Point- CL of-Sale. Claims failing one or more Benefit Plan coverage rules are rejected at the Point-of-Sale CO and information regarding the reject reason(s)is conveyed to the dispensing pharmacy at the Point 0. - of-Sale. Pharmacy personnel may contact Envision's Customer Service Department to begin the Coverage Determination process or they may inform the Member of the reason(s) for the rejection and provide the Member with instructions to contact the Customer Service Department in the event the Member would like to initiate a Coverage Determination. Coverage Determinations (or Clinical Prior Authorizations) When a Coverage Determination request is initiated, the information connected with the rejected prescription is conveyed by Envision to the Prescriber via fax with a request for specific 0 information regarding the Member's medication history and disease diagnosis. The Prescriber completes the form and returns it to Envision where the information provided by the Prescriber is evaluated by an Envision clinical pharmacist. Expedited Coverage Determinations occur as soon E as possible, taking into account medical exigencies, but no later than 24 hours of receipt of the request and standard determinations occur within 72 hours of receipt of the request. CO If the information provided meets the criteria to allow an override of the initial rejection, an override will be configured in the adjudication system that will allow the Claim to process. If the cm clinical review determines the prescription fails to meet the coverage criteria, the prescription will remain in rejected status. The result of the Coverage Determination is communicated to the Member by written letter, the Prescriber by fax, and the dispensing pharmacy by fax. In the event the Coverage Determination results in an Adverse Benefit Determination, as defined below, the notice to the Member and 0 Prescriber includes information identifying the Claim involved,the specific reason for the Adverse Benefit Determination,instructions about the right to initiate a Redetermination (Internal Appeal), CO a link providing the availability and contact information of an agency offering assistance to the Member with the appeals and external review processes, if one is available, and may contain additional information as directed by Plan Sponsor. 2° An Adverse Benefit Determination is a denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of a participant's or beneficiary's eligibility to participate in a plan, and including,with respect to group health plans, a denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit resulting from the application of any utilization review, as well as Monroe County PBMSA 082217\PBMSA(frm1209l6) ©Envision Pharmaceutical Services,LLC Page 37 of 48 Packet Pg. 141 C.2.a a failure to cover an item or service for which benefits are otherwise provided because it is determined to be experimental or investigational or not medically necessary or appropriate. 29 CFR 2560.503-1(m). An Adverse Benefit Determination also includes any rescission of coverage as defined in the regulations restricting rescissions (26 CFR 54.9815-2712T(a)(2), 29 CFR CL 2590.715-2712(a)(2), and 45 CFR.147.128(a)(2)), whether or not there is an adverse effect on any particular benefit at that time. The availability and contact information of an agency offering assistance to the Member with the appeals and external review processes can be found at: www.healthcare.gov/using- CL insurance/inanaging/consumer-help/index.html. CO CL Redetermination (Internal Appeal) Upon initiation of a Redetermination by the Prescriber or Member (or the Member's appointed representative), additional supporting documentation may be requested by Envision from the Prescriber. _Expedited Redetermination request evaluations occur as soon as possible, taking into account medical exigencies, but no later than 72 hours of receipt of the request to allow the Member to submit additional information for consideration, and standard evaluations occur within 72 hours of receipt of the request. The evaluation is performed by a clinical pharmacist or pharmacists other than the pharmacist or pharmacists that reviewed the, original Coverage 0 Determination request, to maintain impartiality within the review process. Envision will allow a Member to review the claim file and to present evidence and testimony as E part of the Internal Appeals process..Envision will provide the Member, free of charge, with any, new or additional evidence considered, relied upon, or generated by the Redetermination as soon as possible and sufficiently in advance of the date on which the notice of an Adverse Benefit < CO Determination is required to be provided, to give the Member a reasonable opportunity to respond prior to that date. cm If the Redetermination information supports an override of an Adverse Benefit Determination, an override will be configured in the adjudication system which.will allow the Claim to process. If E evaluation determines the Redetermination request fails to meet the coverage criteria, the Claim will remain in rejected status. U) 2 The result of the Redetermination is communicated to the Member by written letter and the Prescriber by fax. In the event the Redetermination results in an Adverse Benefit Determination, CO the notice to the Member and Prescriber will include information identifying the Claim, the specific reason for the Adverse Benefit Determination including a discussion of the decision CL including the plan provision relied upon, instructions about their right to initiate an External Review, if applicable, a statement that the Member has a right to bring a civil action under ERISA Section 502(a) following a denial upon appeal, a link providing the availability and contact information of an agency offering assistance to the Member with the external review process, if one is available, and may contain additional information as directed by Plan Sponsor. The Member may, upon request and free of charge, receive reasonable access to and copies of all documents, records, and other information used in the Coverage Determination Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page38 of 48 Packet Pg. 142 C.2.a The availability and contact information of an agency offering assistance to the Member with the appeals and external review processes can be found at: www.healthcare.Qov/using= insurance/nianagint/consumer-help/index.html. CL 2 ### CL CO CL X 2 °A t� CO cm U) 0 CO CL r_ °A Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 39 of 48 Packet Pg. 143 C.2.a Exhibit 3 Federal Contractual Provisions Required by 2 CFR part,200 et seq. 1 SMALL AND MINORITY BUSINESSES.WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS. 2 The County strongly encourages the use of women-, minority- and veteran-owned business enterprises (SBEs) and wishes to see a minimum of 25% of the contract or subcontracts. awarded pursuant to this RFP go to SBEs. Contractors may search for Florida registered SBEs at: http://www.dms.myLl6rida.com/agency administration/office of supplier diversity osd Any proposal submitted in which the vendor is certified as an SBE, or in which the vendor proposes to use subcontractors that are certified as SBEs, in.Florida or another jurisdiction, must submit proof of the registration or certification from the local authority in order to � receive credit for the use of the SBE. 2. AUDIT OF RECORDS Contractor shall grantto the County,DEM,FEMA,the Federal.Government, and any other duly authorized agencies of the.Federal Government or the County where appropriate the right to inspect and review all books and records directly pertaining to the Contract for a period of.five (5) years after final grant close-out by FEMA or DEM, or as required by applicable County, State and Federal law. Records shall be made available during normal working.hours for this E purpose and in accordance with Section 5.7 of this Agreement. co In the event that FEMA. DEM, or any other Federal or_State agency, or the County, issues cm findings or rulings that the amounts charged by the Contractor, or any portions thereof, were ineligible or were non-allowable under federal or state Law or regulation;Contractor may appeal any such finding or ruling. If such appeal.is unsuccessful, the Contractor shall agree that the E amounts paid to the Contractor shall be adjusted accordingly, and that the Contractor shall; within 30 days thereafter,. issue a remittance to the County of any .payments declared to be ineligible or non-allowable. 2 Contractor shall comply with federal and/or state laws authorizing an audit of Contractor's co operation as a whole, or of specific Project activities. CL Under no circumstances shall advertising or other communications with the media be presented in such a manner as to County or imply,that the Contractor or the Contractor's services are endorsed by the County: 3. TERMINATION Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 40 of 48 Packet Pg. 444 C.2.a A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. B. Termination for Cause and Remedies: In the event of breach of any material contract terms,the COUNTY retains the right to terminate this Agreement. The COUNTY may CL also terminate this agreement for cause with CONTRACTOR should CONTRACTOR materially fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with thirty (30) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured within thirty (30) days of notice, the Agreement will be terminated for cause. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe 0 County Code. C. Termination for Convenience: After the first Contract Year, the COUNTY may E terminate this Agreement for convenience, at any time, upon ninety (90) days' notice to CONTRACTOR. . The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights co available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of thecm COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 4. PUBLIC ENTITIES CRIMES AND DEBARMENT A person or affiliate who has been placed on the convicted vendor list following a co conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, a supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 41 of 48 Packet Pg. 145 C.2.a Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of terms of this contract shall result in termination of this Agreement and recovery of all monies paid hereto, suspension of the ability to bid on and perform County 2 contracts, and may result in debarment from COUNTY's competitive procurement activities. E In addition to the foregoing, CONTRACTOR further represents that there has been no determination,based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been 0. formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. U) ° CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or CONTRACTOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 5. NONDISCRIMINATION 0 0 During the performance of this Agreement, the CONTRACTOR agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity,or national origin.The contractor will take affirmative action to ensure that co applicants are employed, and that employees are treated during employment, without regard to their race,color,religion, sex, sexual orientation, gender identity, cm or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination;rates of pay or other forms of compensation; and E selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment,notices to be provided by the contracting officer setting forth the provisions of this 0 nondiscrimination clause. co (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 2 (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 42 of 48 Packet Pg. 146 C.2.a of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, CL proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. °A (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the 0 Secretary of Labor,or pursuant thereto, and will permit access to his books,records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may co be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedurescm authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of E Labor, or as otherwise provided by law. U) 0 6. COVENANT OF NO INTEREST co CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall CL not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 7. CODE OF ETHICS The parties recognize and agree that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and Monroe County PBMSA 082217\PBMSA(fnnl209l6) ©Envision Pharmaceutical Services,LLC Page 43 of 48 Packet Pg. 147 C.2.a employees as delineated in Section 112.313,Florida Statutes,regarding,but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 8. NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working CL solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay ca any person, company, corporation, individual, or firm, other than a bona fide employee CL 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, the CONTRACTOR agrees that the COUNTY 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. 9. PUBLIC RECORDS. 0 to Public Records Compliance. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, if the Contractor is an individual, partnership, corporation or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency as provided under F.S. 119.011(2), the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform co the service. (2) Upon receipt from the County's custodian of records, provide the County with a copycm of the requested records or allow the records to be.inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the 0 CONTRACTOR does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records co in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public CL records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 44 of 48 Packet Pg. 148 C.2.a directly to the County,but if the County does not possess the requested records,the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR.A CONTRACTOR who fails to provide 0. the public records to the County or pursuant to a valid public records request within a ca reasonable time may be subject to penalties under section 119.10, Florida Statutes. 0. X The CONTRACTOR shall not transfer custody,release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,BRIAN BRADLEY AT PHONE#305- 0 292-3470 BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. E 10. FEDERAL CONTRACT REQUIREMENTS < co The CONTRACTOR and its subcontractors must follow the provisions as set forth oo in Appendix 1I to Part 200, as amended, including but not limited to: cm A. Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water E Pollution Control Act as amended (33 U.S.C. 1251-1387) and will reports violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). U) 0 B. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of$2,000 co awarded by non-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, a contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The COUNTY must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 45 of 48 Packet Pg. 149 C.2.a wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. The contractors must also comply with the Copeland"Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each contractor or subrecipient is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or CL reported violations to the Federal awarding agency. CL C. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the COUNTY in excess of$100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 0 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to E the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. co D. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement" under 37 CFR §401.2 (a) andcm the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding E agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative 0 Agreements," and any implementing regulations issued by the awarding agency. co F. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of$150,000 must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the a Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). G. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 46 of 48 Packet Pg. 150 C.2.a governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. E H. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining a 22 any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 0 I. Procurement of recovered materials as set forth in 2 CFR § 200.322. 0 0 Other Federal Requirements: A. Americans with Disabilities Act of 1990 (ADA) —The CONTRACTOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal co government issued thereunder, and the assurance by the CONTRACTOR pursuant cm thereto. B. Disadvantaged Business Enterprise (DBE) Policy and Obligation- It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE U) requirements of applicable federal and state laws and regulations apply to this 2 Agreement. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this co regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, a. entered pursuant to this Agreement. C. The Contractor shall utilize the U.S.Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing Monroe County PBMSA 082217\PBMSA(frm120916) ©Envision Pharmaceutical Services,LLC Page 47 of 48 Packet Pg. 151 C.2.a work or providing services pursuant to the Contract to likewise utilize the U.S.Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 11. No Obligation by Federal Government. The federal government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. E 12. Program Fraud and False or Fraudulent Statements or Related Acts. The Contractor CL acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and ca Statements) applies to the Contractor's actions pertaining to this contract. CL x 2 a 0 0 0 co oo cm U) 0 co CL r_ aA a Monroe County PBMSA 082217\PBMSA(frrn120916) ©Envision Pharmaceutical Services,LLC Page 48 of 48 Packet Pg. 152 C.2.b ocuSlgn Envelope 1U E 3A9 -DE -4 F -5A ® FCD 7 AMENDMENT NO. 1 TO CL PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT This Amendment No. 1 (this "Amendment'), is entered into by and between Envision Pharmaceutical Services, LLC ("Envision"), and Monroe County Board of County Commissioners ("Plan Sponsor"). CL BACKGROUND CL Envision and Plan Sponsor are parties to a Pharmacy Benefit Management Services Agreement dated January 1',2018(the"Agreement'),under which Envision provides PBM Services to Plan Sponsor; and The parties desire to amend the Agreement, and therefore Envision and Plan Sponsor agree as follows: 1. Any capitalized term used and not identified in this Amendment shall have the same meaning as defined in the Agreement. m 0 2. Section 1.7"Contract Year"shall be deleted in its entirety and replaced as follows: "The term"Contract Year(s)"shall mean the complete twelve(12)month period beginning on the Effective Date of this Agreement(subject to Section 3.3)and all subsequent twelve month periods thereafter." 3. SSggion 3.3 shall be added to the Agreement as follows: 2 ° "3.3 Reconciliation for the 2016-2018 Contract Year. Plan Sponsor agrees that it shall adopt the terms of the then existing agreement(as amended) for the dates October 1, 2016 through June 30, 2018. This includes, but is not limited to, Exhibit 1, all financial and performance guarantees,reconciliations,reporting obligations,and Administrative Fees.For the 2016-2018 Contract Year, Plan Sponsor will maintain the ability to audit annually; however, the audit scope for the 2016-2018 Contract Year will extend through June 30, 2018. Beginning July 1, 2018, as described below, Plan Sponsor will maintain Contract Years that begin on July 1, of the applicable year and end June 30 of the applicable year. Chart 1 is provided below for E clan Extended 2016-2018 Following Contract Prior Contract Year Period Contract Year Period Year October 1,2016- October 12016-June 30 July 1,2018-June 30, December 31 2017 2018 1 2019 Li 4. "Drug Pricing and Dispensing Fees,""Annual Average Effective Rate and Annual Average Dispensing Fee Guarantee"and"Annual Average Manufacturer Derived Revenue Guarantee"sections of Exhibit 1 shall be deleted in their entireties and replaced with Attachment I attached hereto and incorporated into the Agreement by this reference. Amendment No.1070919 ®Envision Pharmaceutical Services,t.1.0 Page l of 7 Packet Pg. 153 C.2.b DocuSign Envelope D BE23A94C-DE80-4OF6-8AOD-OFCD67839665 5. This Amendment shall be effective July V 2018 ("Effective Date"). 6. To the extent there is a conflict between this Amendment and the Agreement,the terns of this Amendment shall control. All other terms or provisions of the Agreement not modified by this Amendment or any other amendments or addenda shall remain unchanged and are incorporated herein by reference. IN WITNESS WHEREOF,Envision and Plan Sponsor have executed this Amendment as of the Effective Date above. 0. X For ENVISION: For PLAN SPONSOR: U, J- (,�blrt,S � q BY: sy Jane Lyons Natalie M.Mgoddox General Manager,Commercial Interim Employee Benefits Administrator r_ 0 0 0 aA a 0 Amendment No.1070918 C Envision Phamweuticall Savim.LLC Page I of 7 Packet Pg. 154 C.2.b DocuSign Envelope 1U EE23A94C-DE 9-4OF6- A,OD-OFCi36i939B65 CL ATTACHMENT 1 0 Drag Pricing and Dispensing Fees(A) Supply/Source BRAND GENERIC CL Drag Price($XC) Dispensing Drug Price{P(Q Dispensing For Contract Year 1 (Annual Average Fee(c) (Anne>Ial Average Fee (based on 3 year Effective Rate (Annual Effective Rate (Annual. Agreement) Guarantee) Average Guarantee) Average Guarantee} Guarantee) MA r_ Retail Pharmacy(30 AWP minus 17.00% $1.44 AWP minus $1.40 Days' Supply) 77.00% Retail Pharmacy(84 Days' Supply or AWP minus 22.00% NIA AWP NIA greater)(non-Mail 83.00% 0 Order)roe' Mail Order Pharmacy AWP minus (84 Days' Supply or AWP minus 24.04% NIA 85.00% NIA greate Specialty Pharmacy(E) Priced per Envision Specialty Drug List. Supply/Source BRAND GENERIC Drug Priee(lxl) Dispensing Drng PriceMQ 'Dispensing � For Contract Year 2 (Annual Average Fee tQ (Annual Average Fee(c) (based on 3 year Effective Rate (Annual Effective Rate (Annual E Agreement) Guarantee) Average Guarantee} Average Guarantee) Guarantee) Retail Pharmacy(30 AWP minus 17.04% $1.44 AWP minus $1.00ca CL Days Supply) 77.50/o Retail Pharmacy(84 Days' Supply or AWP minus 22.25% NIA AWP NIA greater)(non-Mail 83.25% Order)(°) Mail Order Pharmacy AWP minus (84 Days' Supply or AWP minus 24.25% N/A o N/A greater) 85.25/o Specialty Pharmacym Priced per Envision Specialty Drug List. Amendment No.1070918 O Envision Phmmaoeutical services,LLC Page 3 of 7 Packet Pg. 155 C.2.b ®ruin Envelope f 23A94C- 60-40F6-8AOC-OFC 67639B65 Supply/Source BRAND GENERIC Drag Price(BxQ Dispensing Drug Priced Dispena g' For Contract Year 3 (Annr3al Average Fee(cl (Annual Average Fee tot (based on 3 year Effective Rate (Annual, Effective'Rate (Annual Agreement) Guarantee) Average Guarantee) Average Guarantee) Guarantee) Retail Pharmacy(30 AWP minus 17.00% $1.00 AWP $1.00 Days' Supply) 78.00% Retail Pharmacy(84 Days' Supply or ° AWP minus AWP minus 22.50/o N/A N/A greater)(non-Mail 83.50% Order)(D) Mail Order Pharmacy (84 Days' Supply or AWP minus 24.50% N/A A 8 P510 us N/A gr )cF Specialty Pharmacy(E) Priced per Envision Specialty Drug List. 0 (A) For purposes of this Agreement the "Average Wholesale Price" or "AWP" means the average wholesale price of a Covered Drug indicated on the most current pricing file provided to Envision 0 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. Envision uses a single source for determining AWP and updates the AWP source file at least once weekly. c For purposes of this Agreement,the"Annual Average Effective Rate"means, for the category of a drugs being reviewed, the result calculated by the following formula: 1. (IC/AWP)-1,where IC(the"Ingredient Cost")is the sum of all amounts paid by Plan Sponsor for the ingredient costs of the Covered Drugs paid to Participating Pharmacies in the E designated Network during the Contract Year, before deducting applicable Manufacturer Derived Revenue; and ' 2. AWP is the sum of the Average Wholesale Price amounts associated with the same Covered Drugs during the Contract Year. If the calculated price is lower than the allowable amount under any state Medicaid "Favored Nations" rule, Envision shall pass-through, and Plan E Sponsor shall pay,the Medicaid allowable amount. The Annual Average Effective Rate and Annual Average Dispensing Fee is calculated using actual e 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 above (including Claims paid at the U&C Price)during a Contract Year,excluding(i)compound drugs;(ii)Limited Distribution Drugs; (iii)drugs dispensed at a Specialty Pharmacy; (iv) Claims from non-Participating Pharmacies, LTC pharmacies, home infusion 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 (including OTC); (ix) drugs in limited supply; (x) Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy; Amendment No.1070918 O Envision F%mmamutic l Services,LLC Page 4 of 7 Packet Pg. 156 C.2.b DocuSign Envelope III` 23Ag4C- 6 -4OF6-6 Oil-OFF 763 6 (xi) manually processed Claims; (xii) coordination of benefits Claims; and (xiii) Medicaid subrogation Claims. (°)84 Days' supply or greater at retail pharmacy guarantees apply only if Plan Sponsoes Benefit Plan includes a 90 days' supply at retail benefit for the entire Contract Year. In no event will the Retail Pharmacy or Mail Order Pharmacy pricing terms specified in the Agreement, including, but not limited to, the Annual Average Effective Rate and Annual Average Dispensing Fee guarantees, apply to Specialty Drugs dispensed at a Specialty Pharmacy. Specialty Drugs dispensed at the Specialty Pharmacy will be included in the Annual Average Aggregate Effective Rate Guarantee for Specialty Drugs dispensed at the Specialty Pharmacy. For all other purposes, Specialty Drugs are excluded from all Effective Rate Guarantees. X The calculation is inclusive of the postage expense of Mail Order Claims.Should any United States Postal Service (LISPS)or commercial carrier postage rate increase during the contract term, such increase will be passed through to Plan Sponsor via an equal increase to the Mail Order dispensing fee. a Annual Average'Effective Mute and Annual Average Dispensing Fee Guamtee 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 0 Participating Pharmacies. The Annual Average Effective Rates and Annual Average Dispensing E 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 and after application of any additional offsets allowed under this Agreement, than the combined Annual Average Effective Rates and Annual Average Dispensing Fees stated in Exhibit 1, Envision shall credit Plan Sponsor with the difference as set forth below. a 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); (ii) the configuration of 0 System edits is modified by Plan Sponsor; (iii)Plan Sponsor does not adhere to the Formulary; (iv) the utilization data provided by Plan Sponsor(or Plan Sponsor's agent)upon which the calculation of guarantees were based is inaccurate,incomplete; (v)there is a change+/-20% in drug utilization patterns of Covered Individuals;or(vi)Plan Sponsor terminates before completion of the applicable, full Contract Year. In addition, Plan Sponsor agrees that Envision's liability to Plan Sponsor for E shortfalls in financial guarantees,in the aggregate,for any Contract Year shall be limited 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. Annual Average Manufacturer Derived Revenue Guarant,ee(G�Mmcn For Contract Year 1: • For 30 day supply of Brand Drugs at a Retail Pharmacy-$96.92 per paid Brand Drug Claim • For 84 days' supply of Brand Drugs at a Retail Pharmacy-$263.26 per paid Brand Drug Claim • For up to 45 days' supply of Brand Drugs at the Mail Order Pharmacy- $96.92 per paid Brand Amend mnt No.1070918 G Envision MwnamudicW services,LLC Page 5 of 7 Packet Pg. 157 C.2.b ocuSlgn Envelope lU BE 3A94C-DEBO-4 F 6A0 -O C 6783 65 Drug Claim • For 46+days' supply of Brand Drugs at the Mail Order Pharmacy- $407.53 per paid Brand Drug CL Claim • For Specialty Brand Thugs-$468.54 per paid Specialty Brand Drug Claim For Contract Year 2: • For 30 day supply of Brand Drugs at a Retail Pharmacy-$100.59 per paid Brand Drug Claim • For 84 days' supply of Brand Drugs at a Retail Pharmacy- S285.20 per paid Brand Drug Claim • For up to 45 days' supply of Brand Drugs at the Mail Order Pharmacy- $100.59 per paid Brand CL Drug Claim CL • For 46+days' supply of Brand Drugs at the Mail Order Pharmacy- $463.16 per paid Brand Drug Claim • For Specialty Brand Drugs-$550.41 per paid Specialty Brand Drug Claim For Contract Year 3: • For 30 day supply of Brand Drugs at a Retail Pharmacy-$111.39 per paid Brand Drug Claim • For 84 days' supply of Brand Drugs at a Retail Pharmacy-$315.99 per paid Brand Drug Claim • For up to 45 days' supply of Brand Drugs at the Mail Order Pharmacy- $111.39 per paid Brand Drug Claim • For 46+days' supply of Brand Drugs at the Mail Order Pharmacy- $579.94 per paid Brand Drug Claim 0 0 • For Specialty Brand Drugs-$647.03 per paid Specialty Brand Drug Claim (c) Manufacturer Derived Revenue guarantees are stated as annual average amounts per Contract Year. (H) Guarantees require Plan Sponsor to maintain a Benefit Plan that has a tier structure with a minimum $20 differential in Cost Share between preferred Brand Drugs and non-preferred Brand Drugs. m 340B Claims,Claims not eligible for Manufacturer Derived Revenue(e.g.Vaccines,Compounds, Direct Member Reimbursement Claims, etc.), OTC drug Claims (with the exception of diabetic testing strips and meters),and Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy, shall be excluded from the calculation of the guarantees above. 0 Guarantees require Plan Sponsor to utilize current Envision Select Formulary. Plan Sponsor acknowledges that the annual average Manufacturer Derived Revenue guaranteed amounts specified in this Exhibit I are conditioned upon Plan Sponsor's adherence to certain ca conditions under this Agreement. a. 0 (a) If the Manufacturer Derived Revenue advanced to Plan Sponsor for the Contract Year is, overall, lower than the overall Manufacturer Derived Revenue earned by Plan Sponsor for the Contract Year, Envision shall pay the difference to Plan Sponsor,after application of any additional offset allowed under this Agreement. (b) If the Manufacturer Derived Revenue earned by Plan Sponsor for the Contract Year is, overall,lower than the annual average Manufacturer Derived Revenue guaranteed amounts specified above, in the aggregate, Envision shall pay the difference to Plan Sponsor, after application of any additional offset allowed under this Agreement. Notwithstanding anything herein to the contrary,Envision shall not be liable to Plan Sponsor for any shortfall in guaranteed Manufacturer Derived Revenue if: (i) Plan Sponsor makes a change to the Amendment No.107091B C Envision Pharmaceutical Services,L LC Page 6 of 7 Packet Pg. 158 culn Envelope 113; E2 4C- 00-4OF6-8AO -OFC 6763 5 Benefit Plan at any time (regardless of whether or not such change is required by law); (ii) the configuration of System edits is modified by Plan Sponsor, (iii)Plan Sponsor does not adhere to the Formulary; (iv)the utilization data provided by Plan Sponsor(or Plan Sponsor's agent)upon which the calculation of guarantees were based is inaccurate,incomplete; (v)there is a change+/-20% in drug utilization patterns of Covered Individuals; (vi)there is a loss of rebates due to pharmaceutical manufacturer drug patent expirations, manufacturer bankruptcy, or removal of a drug from the market;(vii)there are changes in pharmaceutical manufacturer rebate contracting terms or policies; (viii) Plan Sponsor's Benefit Plan does not meet the conditions for rebates of pharmaceutical a. manufacturer contracts including market share rebates; (ix) if Plan Sponsor has been excluded by a manufacturer, (x)there is any governmental regulation,ruling,or guidance that impacts Envision's ability to maintain current Manufacturer Derived Revenue yields; or (xi) Plan Sponsor terminates before completion of the applicable, Contract Year. Plan Sponsor agrees that Envision's liability to Plan Sponsor for shortfalls in financial guarantees, in the aggregate, for any Contract Year shall be a limited 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. * Envision reserves the right to modem the pricing if the actual enrollment on the program decreases by 20%or more from total enrollment on the effective date of this agreement. 0 0 aA a CL Amcndmcnt No.1 07O918 0 Envision Phmaamdcal Savim,LLC Page 7 of 7 Packet Pg. 159 WEld xN UOISIAU3 Wm IMIU03 01 Iu Puy ) la y seal bu' u 'p sa:)ijd 6 ap a y6 aju :) jj c to U a x r I a ', ass �r c.t L t Lu „„ uiaG 'rf rrG G_"7 RQ ua'7••. A U YO k X iaJ 5k,} Y" CYt Aary Id"1 0 1Ln ' U1, W 0 0 m y (13 c u° 0) c Z CL C2.. Cd. ?^ ro tv 41a L19 Cq � 6AA fp ca s u I i u �I I A z zz z u z ■ L11 u j to a CVw. IX rt kN9 ............................... axe C:7 rc Q 4 t'Y S ., CS... M W0.. 0 ru, CL �y, 'cry, >"-, ~c# "C'; ,�». A '✓s rw, 'Cs "D ..., ":. 0 0 � � DocuSign Envelope ID:D7B7FC6D-ED65-4276-B8A1-7090E583AFE7 AMENDMENT O. 2 0 TO PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT 0 0 This Amendment No. 2 (this "Amendment"), is entered into by and between Envision Pharmaceutical Services, LLC ("Envision"), and Monroe County Board of County E Commissioners("Plan Sponsor"). E BACKGROUND E Envision and Plan Sponsor are parties to a Pharmacy Benefit Management Services Agreement cc dated January I't,2018 (the"Agreement"), under which Envision provides PBM Services to Plan U) Sponsor; and The parties desire to amend the Agreement, and therefore Envision and Plan Sponsor agree as co follows: 1. Any capitalized term used and not identified in this Amendment shall have the same meaning C*4 as defined in the Agreement. 0 Z 2. Amendment No. I is rescinded in its entirety and considered null and void. E 3. "Drug Pricing and Dispensing Fees," "Annual Average Effective Rate and Annual Average Dispensing Fee Guarantee" sections of Exhibit I shall be deleted in their entireties and E 15 replaced with Attachment I attached hereto and incorporated into the Agreement by this U) reference. .2 U) 4. This Amendment shall be effective January 1,2018. M E E 0 5. To the extent there is a conflict between this Amendment and the Agreement,the terms of this 0 Amendment shall control. All other terms or provisions of the Agreement not modified by this r_ Amendment or any other amendments or addenda shall remain unchanged and are incorporated :3 0 herein by reference. 0 IN WITNESS WHEREOF, Envision and Plan Sponsor have executed this Amendment as of the 0 Effective Date above. 0 For ENVISION: For PLAN SPONSOR: DoCuSigned by: 0 r_ ft's 0 By:PH � By: 2! Jane14�111-;1-1"Jd4 —' yons co CL General Manager, Commercial Print Name&Title W E APPROVED AS TO FORM AND CONTENT MONROE COUNTY ATTORNEY'S OFFICE Monroe County Board of Commissioners Amendment No.2 0425190 Envision Pharmaceutical Services,LLC Page I of I Packet Pg. 161 C.2.d DocuSign Envelope ID:D7B7FC6D-ED65-4276-B8A1-7090E583AFE7 0 0 0 ATTACHMENT 1 Drug Pricing and Dispensing Fees(A) Supply/Source BRAND GENERIC ---------------- .........r For Contract Year l Drug Price >to} Dispensing Drug Price($)(c) Dispensing E (1/1/2018-12/3112018) (Annual Average Fee(C) (Annual Average Fee(c) (based on 3 year Effective Rate (Annual Effective Rate (Annual Agreement) Guarantee) Average Guarantee) Average Guarantee) Guarantee) 00 Retail Pharmacy(30 AWP minus 1.6.75°fo $1.00 AWP minus $1.00 Days' Supply) 75.00% _ ............................. _._._ _._ _. Retail Pharmacy(84 cm 0 Days' Supply or AWP minus 22.00% /A AWP minus /A greater) (non-Mail 83.00% Order)(17) Mail Order Pharmacy (84 Days' Supply or AWP minus 24.00% N/A AWP minus N/A 15 greater)tF> 85.00 l° Specialty Pharmacy(E) Pass Through of Contracted Rate with Dispensing Pharmacy U) Supply/Source BRAND GENERIC For Contract Year 2 Drug Price tB>(C) Dispensing Drug Price(u)(C) Dispensing (1/l/19-12/31/19) (Annual Average Fee(C) (Annual Average Fee(c) (based on 3 year Effective Rate (Annual Effective Rate (Annual Agreement} Guarantee) Average Guarantee) Average Guarantee) Guarantee) " o Retail Pharmacy(30 minus 17 AWP minus AWP minus Days' Supply) 00 $1.00 77.50% $1.00 Retail Pharmacy(84 Days' Supply or AWP minus 22.25% /A AWP minus N/A greater) (non-Mail 83.25% Order)(D) Mail Order Pharmacy CO (84 Days' Supply or AWP minus 24.25% N/A AWP minus N/ACL greater)(F) 85.25% Specialty 1'harmacy(El Pass Through of Contracted Rate with Dispensing Pharmacy Monroe County Board of Commissioners Amendment No.2 0425190 Envision Pharmaceutical Services,LLC Page 2 of 4 Packet Pg. 162 C.2.d DocuSign Envelope ID:D7B7FC6D-ED654276-B8A1-7090E583AFE7 Supply/Source BRAND GENERIC Drug Price(1)(c) Dispensing Drug Price(o}(c) Dispensing For Contract Year 3 0 (1I112420-12131/2020) (Annual Average Fee(C) (Annual Average Fee tc> Effective Rate (Annual Effective Rate (Annual ..(based on 3 year � Agreement) Guarantee) Average Guarantee) Average Guarantee) Guarantee) Retail Pharmacy(30 AWP minus Days' Supply) AWP minus 1.7.00% $1.00 78.00% $1.00 Retail Pharmacy(84 Days' Supply or AWP minus 22.50% NIA AWP minus NIA greater) (non-Mail 83.50% Order)CIS) Mail Order Pharmacy 00 (84 Days' Supply or AWP minus 24.50% NIA AWP minus NIA greater)(r I 85.50 to Specialty Pharmacy('') Pass Through of Contracted Rate with Dispensing Pharmacy (A) For purposes of this Agreement the "Average Wholesale Price" or "AWP" means the average wholesale price of a Covered Drug indicated on the most current pricing file 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 11 digit National Drug Code(NDC)number provided 15 by the dispensing pharmacy. Envision uses a single source for determining AWP and updates the AWP source file at least once weekly. (B)For purposes of this Agreement,the"Annual Average Effective Rate"means, for the category of drugs being reviewed,the result calculated by the following formula: 1. (IC/AWP)-I,where IC(the"Ingredient Cost")is the sum of all amounts paid by Plan Sponsor for the ingredient costs of the Covered Drugs paid to Participating Pharmacies in the designated Network during the Contract Year, before deducting applicable Manufacturer Derived Revenue; and 2. AWP is the sum of the Average Wholesale Price amounts associated with the same Covered Drugs during the Contract Year. If the calculated price is lower than the allowable amount under any state Medicaid "Favored Nations" rule, Envision shall pass-through, and Plan ca Sponsor shall pay,the Medicaid allowable amount. (c)The Annual Average Effective Rate and Annual Average Dispensing Fee 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 above (including Claims paid at the U&C Price) during a Contract Year,excluding(i) compound drugs; (ii)Limited Distribution Drugs; (iii) drugs dispensed at a Specialty Pharmacy; (iv) Claims from non-Participating Pharmacies, LTC pharmacies, home infusion or government owned or operated pharmacies (e.g. Veterans c0. o Administration);(v)Claims paid at government required amounts(e.g.Medicaid);(vi)340B Claims; (vii) vaccines; (viii) non-Prescription Drugs (including OTC); (ix) drugs in limited supply; (x) Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy; m � � Monroe County Board of Commissioners Amendment No.2 042519(')Envision Pharmaceutical Services,LLC Page 3 of 4 Packet Pg. 163 DocuSign Envelope ID:D7B7FC6D-ED654276-B8A1-7090E583AFE7 (xi) manually processed Claims; (xii) coordination of benefits Claims; and (xiii) Medicaid subrogation Claims. 0 (D)84 Days' supply or greater at retail pharmacy guarantees apply only if Plan Sponsor's Benefit 0 0 Plan includes a 90 days' supply at retail benefit for the entire Contract Year. In no event will the Retail Pharmacy or Mail Order Pharmacy pricing terms specified in the Agreement, E including, but not limited to, the Annual Average Effective Rate and Annual Average Dispensing Fee guarantees, apply to Specialty Drugs dispensed at a Specialty Pharmacy For all other purposes, Specialty Drugs are excluded from all Effective Rate Guarantees. E The calculation is inclusive of the postage expense of Mail Order Claims. Should any United States Postal Service(LISPS) or commercial carrier postage rate increase during the contract term, such increase will be E M passed through to Plan Sponsor via an equal increase to the Mail Order dispensing fee. U) ......................................................... ............................ --- 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 I are conditioned upon Plan Sponsor's adherence to certain Co 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 cm Participating Pharmacies. The Annual Average Effective Rates and Annual Average Dispensing 0 Fees guarantees set forth in Exhibit I shall be deemed to have been satisfied if the discounts passed Z 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 E category individually. If the amounts paid by Plan Sponsor for all Claims during the Contract Year are less favorable, in the aggregate and after application of any additional offsets allowed under this E Agreement, than the combined Annual Average Effective Rates and Annual Average Dispensing Fees stated in Exhibit 1, Envision shall credit Plan Sponsor with the difference as set forth below. 0 Envision shall not be liable to Plan Sponsor for shortfalls in guaranteed Annual Average Effective U) Rates or Annual Average Dispensing Fees if(i)Plan Sponsor makes a change to the Benefit Plan at 2 E any time (regardless of whether or not such change is required by law); (ii) the configuration of E System edits is modified by Plan Sponsor; (iii)Plan Sponsor does not adhere to the Formulary; (iv) 0 0 the utilization data provided by Plan Sponsor(or Plan Sponsor's agent) upon which the calculation of guarantees were based is inaccurate, incomplete; (v)there is a change+/-20% in drug utilization 0 patterns of Covered Individuals;or(vi)Plan Sponsor terminates before completion of the applicable, to full Contract Year. In addition, 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 to amounts paid by Plan Sponsor to Envision for Administrative Fees during the applicable Contract Year, and 0 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. to 0 0 2! co CL W E Monroe County Board of Commissioners Amendment No.2 04251900 Envision Pharmaceutical Services,LLC Page 4 of 4 1 Packet Pg. 164