Item C01 � C.1
� � �, BOARD OF COUNTY COMMISSIONERS
County of Monroe � ��r�i
�r � s�� Mayor Heather Carruthers,District 3
The Florida.Keys � � � ������]�j Mayor Pro Tem Michelle Coldiron,District 2
Craig Cates,District 1
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David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
August 19, 2020
Agenda Item Number: C.1
Agenda Item Summary #7102
BULK ITEM: Yes DEPARTMENT: Employee Services
TIME APPROXIMATE: STAFF CONTACT: Natalie Maddox (305) 292-4450
N/A
AGENDA ITEM WORDING: Approval of a five-year agreement with Capital Rx, Inc., to provide
Pharmacy Benefits Management services and an Employer Group Waiver Program (EGWP) for
employees, retirees, and dependents beginning 1/1/2021; also, approval of Business Associate
Agreement.
ITEM BACKGROUND: Approval of an agreement with Capital Rx, Inc., to provide Pharmacy
Benefits Management services and an Employer Group Waiver Program (EGWP) for employees,
retirees, and dependents beginning 1/1/2021.
In July 2020, the BOCC authorized staff to award a bid and negotiate an agreement with CapitalRx
for Pharmacy Benefits Management services; including Employer Group Waiver Program + Wrap
(EGWP) for Medicare Eligible Retirees to ensure that the County is receiving the best plan and
options at favorable costs to the County and plan participants. The contract with the current
provider expires on December 31, 2020.
On June 24, 2020, the five-member Pharmacy Benefits Management Selection Committee met to
discuss the proposals and recommended CapitalRx to the BOCC, which was heard at the July 2020
regular meeting.
Today's item is the negotiated agreement with CapitalRx effective January 1, 2021. The term of the
agreement is an initial term of three years, followed by another 3 years, followed by renewals of 1
year, unless the parties choose to terminate early.
This agreement includes a pass-through pricing model with administrative fees, which is anticipated
to save pharmaceutical plan costs over those of the current vendor and pricing structure. The
CapitalRx formulary includes a low member disruption in terms of covered drugs. CapitalRx
account service members are all registered pharmacists, so the County expects to improve
pharmaceutical benefit customer service as well. CapitalRx references were all favorable. The
County's benefit consultant, Gallagher Benefit Services, supports the staff recommendation to
change vendors to CapitalRx.
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C.1
Please note: Schedules B and C of the Agreement have been removed because they contain pricing
information that is a confidential trade secret under F.S. 688.002.
The agenda item also seeks approval of a Business Associate Agreement, which is required under
HIPAA because the parties will be collectively working with plan participants' Protected Health
Information.
PREVIOUS RELEVANT BOCC ACTION:
July 2020 —BOCC approved award of bid to CapitalRx and authorization for staff to negotiate an
agreement.
January 2020 —BOCC Approved RFP Advertisement for Pharmacy Benefits Management
July 2019 —BOCC Approved Contract Amendment—Walgreens Network Change— Contract to
expire 12/31/2020.
December 2017 —BOCC Approved 3-Year Contract with Envision Rx—Contract to expire
12/31/2020.
CONTRACT/AGREEMENT CHANGES:
Yes
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Pharmacy RFP Final 2020 Rev 123 20 v4
Pharmacy Benefit Management RFP Results
CapRx and Monroe Draft PBM Cap Rx 07302020
Schedule E Attachments A-E
Schedule F Monroe County EGWP Proposal 20200713
Cap-RX_-Monroe County BAA_Cap Rx executed
FINANCIAL IMPACT:
Effective Date: 1/1/2021
Expiration Date: 12/31/2025
Total Dollar Value of Contract: Approximately $2.28 Million per year, or $11.4 Million over the
5-year term.
Total Cost to County: Approximately $2.28 Million per year, or $11.4 Million over the 5-year
term.
Current Year Portion: N/A
Budgeted: Yes
Source of Funds: Primarily Ad Valorem
CPI: N/A
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Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: N/A If yes, amount: N/A
Grant: N/A
County Match: N/A
Insurance Required: Yes
Additional Details: N/A
REVIEWED BY:
Bryan Cook Completed 08/03/2020 9:37 AM
Amy Lane Completed 08/03/2020 9:54 AM
Natalie Maddox Completed 08/03/2020 9:55 AM
Assistant County Administrator Christine Hurley Completed
08/03/2020 11:59 AM
Cynthia Hall Completed 08/04/2020 11:11 AM
Purchasing Completed 08/04/2020 11:45 AM
Budget and Finance Completed 08/04/2020 12:03 PM
Maria Slavik Completed 08/04/2020 12:54 PM
Kathy Peters Completed 08/04/2020 1:39 PM
Board of County Commissioners Pending 08/19/2020 9:00 AM
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C.1.a
MONROE COUNTY
REQUEST FOR PROPOSALS 0)
FOR
PHARMACY BENEFITS MANAGER
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BOARD OF COUNTY COMMISSIONERS
Mayor Heather Carruthers, District 3
Mayor Pro Tern, Michelle Coldiron, District 2
Craig Cates, District 1
David Rice, District 4
Sylvia Murphy, District 5
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CLERK OF THE CIRCUIT COURT EMPLOYEE SERVICES
KEVIN MADOK BRYAN COOK, DIRECTOR
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DEADLINE FOR PROPOSALS: April 2, 2020 3:00 P.M. CL
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NOTICE OF REQUEST FOR COMPETITIVE SOLICITATIONS
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NOTICE IS HEREBY GIVEN that on Thursday, April 2, 2020, at 3:00 P.M.,
the Monroe County Purchasing Office will receive and open sealed responses
for the following:
(PBM) PHARMACY BENEFITS MANAGEMENT
MONROE COUNTY, FLORIDA
Pursuant to F.S. § 50.0211(3)(a), all published competitive solicitation notices
0
can be viewed at: www.floridau licnotices.com, a searchable Statewide
repository for all published legal notices. Requirements for submission and the
selection criteria may be requested from DemandStar at
OR The Public
Record is available at the Monroe County Purchasing Office located in the Gato
Building, 1100 Simonton Street, Room 2-213, Key West, Florida.
All responses must be sealed and must be submitted to the Monroe County
Purchasing Office.
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Publication Dates: N
M
The Citizen: Sat., 01/25/20 >
Keys Weekly: Thur., 01/30/20
The News Barometer: Fri., 01/31/20 N
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E
TABLE OF CONTENTS
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The excel spreadsheets are listed as follows:
a. Tab I - Background
b. Tab II - Questionnaire
c. Tab III - References
d. Tab IV - Formulary Disruption
e. Tab V - Network Disruption
f. Tab VI - Open Responses
g. Tab VII - General Contains:
General
Retail Network Pricing
Mail Pricing
Formulary Rebates
Other
h. Tab VIII — Financial Offer (Retail/Mail)
i. Tab IX — Specialty Pricing Offer
j. Tab X — Performance Guarantees
k. Tab XI — Administrative & Ancillary Fees
I. Exhibit XII — Current Census
m. Exhibit XIII — Pharmacy Spend (latest three years)
n. Exhibit XIV — Latest 12-Months Claims with NDCs >
• Protected Document Code: MCBOCCO10720
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>
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Request for Proposal for
Pharmacy Benefits Manager
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1. Introduction:
Monroe County Board of County Commissioners (MCBOCC) is requesting
sealed proposals for an outsourcing solution partner to provide pharmacy benefit
services for the County's approximate 1,600 benefit eligible employees (of which
approximately 200 are retirees). Currently, EnvisionRx provides PBM services.
The Agreement resulting from this RFP will be for an initial term of 3 years and
may be extended for another three-year term upon the completion of the initial
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term (subject to agreement of each party).
• The intent of this RFP to have PBM services fully operational and effective for
the 1/1/2021 Plan year. E
• To be eligible to propose, Proposer must have a minimum of at least 5 years'
experience providing PBM services to governmental clients. N
• MCBOCC has retained Gallagher Pharmacy Services as the Consultant to
review and evaluate all proposals received for this project.
Further details/requirements are outlined in the sections below. CL
2. Addenda /Updates:
0
X
Any and all addenda will be added to the RFP posting on the MCBOCC web site
at: www.monroecounty-fl.gov/current-Agreement-bid-and-rfi-opportunities no later
than March 1 00.
Interested vendors are encouraged to compare the updates they receive via
email to those posted on our RFP web page at: www.monroecounty-
fl.gov/current-Agreement-bid-and-rfi-opportunities to ensure they have not
missed any updates. Vendors will be presumed to have reviewed any addenda.
3. Backaround:
A. Description: MCBOCC is headquartered in Key West, Florida with area
offices in the middle and upper Keys. The majority of the County's
employees and their families stretch from Key Largo south to Key West. >
The approximately 1,400 active employees consist of County staff, plus
several of the Constitutional Officers such as the County Clerk, the Sheriff's
Office and the Tax Collector. >
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B. Current Benefits:
0.
1. The overall Benefits for all the employees are managed by County Staff. The
Staff is charged with the responsibility to effect, monitor and manage the
benefit programs for all employees of the County.
E
2 County Staff administer eligibility for MCBOCC. MCBOCC has a centralized
HRIS system, but works within various different payroll systems used by
each of the Constitutional Officers.
3. Eligibility and enrollment updates - The current system provides automated
carrier feeds — full population, weekly. The PBM vendor must be able to
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receive and manage these weekly eligibility feeds.
4. Florida Blue is the current carrier for medical coverage — the County sends a
feed to them for medical enrollments and contributions on a weekly basis. It
will be incumbent upon the selected PBM vendor to accurately exchange
accumulator information with Florida Blue or any future Carrier at no
additional cost to MCBOCC.
5. EnvisionRx currently provides pharmacy Benefits. EnvisionRx is aware of
this RFP and encouraged to participate along with the current medical
carrier. E
6. The MCBOCC offers only one Rx Plan across all benefit options plus an
EGHWP program for retirees.
7. Benefit plans are effective January 1st— open enrollment occurs mid-
October to mid-November in the prior year.
8. Descriptions of the County's benefit plans are available on the County's
website at: https:!lwww.monroecounty-fl.gov/88! mployee-Services
4. Instructions for Proposal
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a. Compliance with the RFP >
Proposals must be in strict compliance with this Request for Proposals.
Failure to comply with all provisions of the RFP may result in disqualification.
b. Required Forms W
Vendor must complete and submit Attachment A (Certification Regarding
Debarment or Suspension), Attachment B (Condition of Submitting Proposal),
Attachment D (Non-Collusion Form), and Attachment E (Drug Free
Workplace Form) with the Proposal.
C. Acknowledgment of Insurance Requirements CD
By submitting a proposal, Vendor acknowledges that it has read and
understands the insurance requirements for the proposal (see Attachment C,
section 15). Vendor also understands that the evidence of required insurance 0.
must be submitted within fifteen (15) working days following notification of its
offer being accepted; otherwise, MCBOCC may rescind its acceptance of the
Vendor's proposal. E
d. Delivery of Proposals CL
All proposals are to be delivered by mail, overnight mail, or in-person
delivery before 3:00 EST on April 2, 2020 to:
Monroe County Purchasing
Department
1100 Simonton Street, Suite 2-213
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Key West, FL. 33040
MCBOCC WILL NOT accept any proposals received after the date and
time shown above, or delivered to a location other than the one listed E
above. MCBOCC will not accept proposals by e-mail or fax.
Late or incorrectly delivered proposals will be returned at Vendor's
expense or destroyed after 30 days, at the MCBOCC's election. N
i. Proposers must submit one (1) original, and eight (8) exact duplicate,
numbered copies of the proposal and one (1) un-locked electronic copy
of the complete proposal, including all required attachments and required
exhibits, on a standard USB flash drive. It is not necessary to submit each E
proposal in a separate envelope.
ii. All proposals must be submitted in a sealed envelope or box. On the
outside, list the RFP Number on the outside of the box or envelope, the
name of the Proposer, and note, enclosed".
iii. All proposals must be signed by an officer or employee having authority
to legally bind the Respondent. Any manual corrections to the proposal
must be initialed. Respondents are required to carefully examine the
RFPterms and to become thoroughly familiar with any and all conditions
and requirements that may in any manner affect the work to be E
performed under the Agreement. No additional allowance will be made
due to lack of knowledge of these conditions.
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iv. Proposals will be opened publicly in a manner to avoid public disclosure of
contents; only names of the Proposers will be read aloud.
v. Unless by specific invitation, evaluation committee members, MCBOCC
elected officials and County staff (except the Purchasing Staff Contact
listed for this RFP) are not to be contacted prior to the MCBOCC's >
decision to approve or reject the recommendation presented to it by the
evaluation committee. Failure to comply with this requirement may be
grounds for disqualification. Specifically, this NO-CONTACT PERIOD >
shall commence on the initial date of posting of the Request for Proposals
and continue through and include the date the MCBOCC's makes its
determination to approve or reject the final recommendations.
e. Inquiries:
0.
All questions concerning this RFP must be submitted by no later than 3.00
EST on February 28, 2020. Direct all questions via email to: mox-
nataliemonroecounty-fl.gov Include the RFP number, page, and paragraph
number for each question.
The only official answer to questions submitted will be provided in writing by
the County and posted as an Addendum to this RFP.
f. Source Selection and Agreement Award
Award(s), if made, will be made to the Responsive and Responsible
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Vendor(s) whose proposal is most advantageous to MCBOCC, taking into
consideration price and the other evaluation criteria set forth in this RFP (see
section 12). MCBOCC will not use any other factors or criteria, other than
those listed in section 12, in the evaluation of proposals received. E
MCBOCC reserves the right to negotiate price and Agreement terms and
conditions with the most qualified firm(s) to provide the requested service. If
a mutually beneficial agreement with the highest ranked firm is not
reached, MCBOCC reserves the right to enter into Agreement negotiations
with the next highest ranked firm and continue this process until an
agreement is reached.
An award of Agreement does not guarantee any volume or dollar
amount of purchase.
MCBOCC reserves the right to extend the terms, conditions, and prices of
Agreement(s) awarded from this RFP to other Institutions (such as State
Local and/or public entities) who express an interest in participating in any
Agreement that results from this RFP. Each of the piggyback institutions will
issue their own purchasing documents for purchasing of the goods/ services;
Proposer agrees that MCBOCC shall bear no responsibility or liability for any
agreements between Proposer and the other Institution(s) who desire to
exercise this option.
g. Projected Timetable
0
The following projected timetable should be used as a working guide for planning
purposes. MCBOCC reserves the right to adjust this timetable as required during
the course of the RFP process.
Event Date
RFP Issued January 25, 2020 N
Deadline for submittal of questions February 28 by 3:OOpm
Deadline for issuance of Addenda March 13 by 3:OOpm
Proposals Due April 2 by 3.00 pm
CD
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5. The Proposer must agree:
1. That in no case may Services be offered except by persons and firms
authorized and duly licensed as required by federal, state and/or local
laws or regulations. The Proposer(s) must provide evidence of a
license to do business in the State of Florida, and all other licenses and E
certifications as may be necessary to provide the Services requested.
2. To provide these Services at a cost most advantageous to the MCBOCC.
3. To review and advise the MCBOCC on the prescription drug pharmacy
network Services policy, Plan documents and/or certificates of coverage.
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The selected Proposer(s) will be responsible for advising the MCBOCC
of all operational changes, industry-specific litigation, industry-specific
practices or pending legislative changes that may affect coverage
provided under the Services during the term of the Agreements. E
4. To provide any information that is necessary for the effective provision
of the Services, including legal and administrative advice and
assistance as needed.
5. To perform any and all functions necessary to ensure financial control
and accuracy of services provided to members, including services
provided by the retail network pharmacies and the mail order
pharmacy. If the MCBOCC determines that the Services have been
provided to an individual or individuals ineligible for Services, or that a
prescription has been filled for a drug or supply, which is excluded from
coverage, the selected Proposer(s) must reimburse the MCBOCC for
claims paid in error whether or not the selected Proposer(s) has
recovered from the claimant.
6. To provide eligible Members with prescription drug mail order
program Services in accordance with the terms of the applicable
Benefit Plans.
7. At the option of the MCBOCC provide higher fill-limits at certain retail
dispensing locations. For example, "90-days at retail" where the PBM
has negotiated better pricing, consistent with mail order pricing, at the
given retail location.
8. To provide each MCBOCC, via secure electronic transmission, a
monthly report of prescriptions filled with data sufficient to allow analysis
and audit. If an MCBOCC determines that a prescription has been filled
for an individual or individuals ineligible for benefits or that a prescription
has been filled for a drug or supply, which is excluded from coverage,
the selected Proposer must reimburse the MCBOCC for benefits paid in
error whether or not the selected Proposer has recovered from the
claimant.
9. To maintain confidentiality of the MCBOCC's employee records
and any other information deemed proprietary or confidential by
law. The Benefit Staff or its delegate will provide weekly, bi-
monthly and or monthly census information of Members. This
information must be used to determine eligibility for Services.
While in the possession of the selected Respondent(s), these
records remain the property of the MCBOCC and must be
returned upon completion or termination of the Agreement with the
MCBOCC or upon request by the MCBOCC. While in use by the
selected Respondent, the confidentiality of these records must be
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maintained in accordance with all applicable laws and regulations
and applicable MCBOCC policies. This confidential information
must not be used by the selected Proposer for other than the
purposes specified in any Agreements between the MCBOCC and E
the selected Respondent. Any data provided by the MCBOCC to
the selected Proposer may not be sold, marketed, furnished or
otherwise made available to any person or entity for any purpose. N
Any data provided to any person or entity regarding dispensing
activity must be approved by the MCBOCC prior to its release.
The selected Proposer must disclose the data transmission
record, the frequency of reporting and the nature of the financial
relationship between the Proposer and the receiving party.
10. All records are the property of the MCBOCC and must be returned to
the MCBOCC upon the completion or termination of the Agreement
with the MCBOCC.
11.To permit a periodic audit of the Services it performed for the program
by the MCBOCC's staff or the MCBOCC's appointed auditors.
12.To promptly rectify errors and resolve disputes in a manner satisfactory to
the MCBOCC.
13.To work cooperatively and in good faith with the MCBOCC to assure
that all Services are rendered in a prompt and accurate manner to all
members. >
14.To meet with MCBOCC representatives whenever necessary to
promptly resolve any problems which occur related to the
administration of the Agreement.
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15.To complete the Proposer's Disclosure Forms or Affidavits as may be
required by the MCBOCC as set forth in this RFP.
N
16.To develop participant communication brochures, pamphlets and
materials, subject to the approval of the MCBOCC, which the MCBOCC
considers necessary to communicate the Services. The development,
production and distribution of materials must be at no cost to the
MCBOCC. No Agreement provision, correspondence to the MCBOCC
or other document will limit Proposer's responsibility for the accuracy
and completeness of these materials or for compliance with all laws,
statutes and ordinances.
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17.To use standardized data file formats and data transmission
methods as may be required for the administration of the Services,
subject to the MCBOCC's approval.
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18.To undertake all other necessary tasks to properly administer the
Services for the Members, including but not limited to, determining
Subscriber eligibility for Services in accordance with the MCBOCC
provided eligibility information at the point of sale; sending E
communication materials on an as needed basis; responding to
telephone and written or electronically submitted inquiries; instructing
Members as to the appropriate and cost effective use of Prescription N
Drug Benefits and Services; reimbursing Members for out-of-network
services pursuant to the applicable Benefit Plan.
19.To provide, at no cost to the MCBOCC, training materials and on-site
training sessions necessary for the implementation of services.
20.To participate in open-enrollment meetings on an as needed basis.
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21.To provide required notifications to Members in a timely manner.
Required notifications include among other items, changes in
formulary drugs, changes in specialty drugs, changes in program
requirements related to dispensing activities that would change the
members' co-payment or days' supply provided per prescription.
22.To provide Members and the MCBOCC with prompt, accurate and
courteous service. The Proposer must agree to make accurate and
timely determinations of eligibility for participation in the Services in
accordance with eligibility information provided by the MCBOCC. Timely
service specifically includes prompt issuance of identification cards if
required by the MCBOCC; prompt recording of overrides requested by
the MCBOCC; and immediate eligibility update requests.
23.To provide the MCBOCC with periodic billing, no less frequently than
monthly, for the medication furnished during the billing period. If the
PBM has a standard file layout which includes the below listed
information at a minimum, provide the standard file layout.
24. If directed by the MCBOCC, to encourage the filling of maintenance
drugs through the prescription drug mail order program and to inform
Members of the advantages of refilling existing maintenance drug
prescriptions through the prescription drug mail order program.
25.To maintain a cumulative record of the medications and or supplies
prescribed for each Member. The selected Proposer must monitor drug
interactions for Members and, if a potential drug interaction might occur,
must require that a dispensing pharmacy contact the prescribing
physician for clarification of the prescription prior to the dispensing of the
medication.
26.To participate in a data exchange with medical Plan administrators or
other vendor selected by the MCBOCC for purposes of Plan analysis
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to the extent permitted by law if directed by the MCBOCC.
27.To provide management information reports as requested by the
MCBOCC. Section I Interrogatives, Monitoring and Reporting, outlines E
minimum reporting criteria. The MCBOCC reserve the right to make
changes in the content and frequency of reporting requirements. The
Proposer must provide reports as requested to assist the MCBOCC in N
their collective bargaining activities.
28.To ensure that any Participating Providers are appropriately
licensed, insured and of high quality and meet all other
requirements specified by the Respondent(s).
29.To negotiate terms and conditions of the initial Agreement with the
MCBOCC on a timely basis.
30.To provide a proposal for an initial Agreement term of at least 3 years from
the date of award.
31.To provide that the MCBOCC may renegotiate the Agreement for one
additional 3-year term beyond the original term agreed to by the
MCBOCC and the selected Respondent.
32.To undertake all other necessary tasks to properly administer the
prescription drug pharmacy network Services, the prescription
drug mail order program Services or the integrated program as
required by the MCBOCC.
33.To cooperate fully and take all actions necessary to smoothly transfer
this function in the event that another company is selected to provide
these Service(s) to the MCBOCC following the expiration or
termination of the Agreement.
34.To agree that any Agreement may be terminated at any time without
cause by the MCBOCC or for cause as set forth in the Agreement with
the MCBOCC.
35.To provide telephone (advisory) service about prescription Services for all
Members, 24 hours per day, 7 days per week.
36.To provide specified Services without regard to any waiting period,
other than those related to quantity, fill and dosing requirements.
37.To provide specified Services without regard to any pre-existing
condition limitations unless such limitations exist in the applicable
Benefit Plan.
38.To provide a sufficient number of pharmacies in close proximity to the
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residences of covered Members that are open and available to dispense
medications from 8.00 a.m. to 9.00 p.m. 7 days per week. The MCBOCC
reserve the right to determine sufficiency of access.
39.To provide a sufficient number of pharmacies within 10 miles of the
residences of covered Members that are open and available to
dispense medications 24 hours a day, 7 days per week including N
holidays. The MCBOCC reserve the right to determine sufficiency of
access.
40.To provide emergency contact information for key managers
responsible for the MCBOCC's account. Such key managers must
include both operational and account management staff who are of
sufficient authority within the organization as to be capable of and in a
position to resolve emergency situations.
41.To pay paper claims submitted for pharmaceutical drugs obtained
outside the pharmacy drug network program. Claims will be submitted
using Respondent's standard claim form.
42.To provide written representation and warranty that all Participating
Providers, pharmacists, pharmacies and Respondent's own professional a)
staff have met the Respondent's credentialing criteria, licensing and/or 2
certification and insurance requirements.
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43.To regularly negotiate with pharmacy companies and drug
manufacturers to ensure that the expected total cost to the MCBOCC
and expected fees for the Services are as low as possible. Consistent <
with the volume of prescriptions purchased by the MCBOCC, the
Proposer must advise the MCBOCC as to the continued
competitiveness of the price it is paying for drugs and Services.
44.To conduct drug utilization reviews, retrospectively, concurrently and
prospectively.
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45.To retain all records directly or indirectly, related to its performance of
Services during the term of any Agreements and for a period of 7 years
after termination or expiration of any Agreement or until all pending
disputes are resolved. The MCBOCC have the right to review, abstract,
audit and copy all records and account of the selected Proposer directly
or indirectly related to any Agreements. E
46.To permit enrollment information to be entered in two different ways:
(a) the MCBOCC will provide eligibility information only via an eligibility
data file; (b) or for the eligibility to be entered directly online via a portal
into the pharmacy benefit manager's system.
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47. In the event of class action lawsuits against members of the
pharmaceutical related industries, such as pharmaceutical
manufacturers, retailers AWP publishers, etc., upon request of the
MCBOCC, to advise the MCBOCC regarding the class action and to E
consider assisting the MCBOCC in such lawsuits.
6. Evaluation of Proposals (Process) N
vi. MCBOCC will first examine proposals to reject those that are clearly non-
responsive to the stated requirements. Proposers who are determined to
be non-responsive will be notified of this determination.
vii. An Evaluation Committee appointed by the MCBOCC Director of
Employee Services and will evaluate the proposals. The Committee will
score all responsive and responsible proposals based upon the criteria
detailed herein. Upon completion of the initial scoring, the Committee may
either recommend award(s), or enter into a short-listing process with those
Vendors whose proposals are determined to be a competitive vendor.
viii. The evaluation process that follows the initial scoring may include, but not
be limited to, a series of requests to Vendors for clarifications,
presentations, agreement negotiations and/or detailed reference checks.
This process may involve multiple short listing rounds for the purpose of
achieving Agreements that are in the best interests of MCBOCC as
determined by the Committee. Evaluation scores may be adjusted upward
or downward during this step. Subsequent scorings will be based on
comparison of only the short listed proposers.
ix. The MCBOCC Director of Purchasing reserves the right to withdraw this
RFP at any time for any reason and to issue such clarifications,
modifications, and/or amendments as he/she may deem appropriate.
X. Receipt of a proposal by the MCBOCC Purchasing Department, or a
submission of a proposal to the MCBOCC Purchasing Department, offers
no rights upon the Vendor nor obligates MCBOCC in any manner.
xi. The Director of Purchasing reserves the right to waive minor irregularities
in proposals, provided that such action is in the best interest of MCBOCC.
Any such waiver shall not modify any remaining RFP requirements or
excuse the Vendor from full compliance with the RFP specifications and
other Agreement requirements if the Vendor is awarded the Agreement. 0.
.®
7. Ambiguity, Conflict, or Other Errors in the RFP
If a proposer discovers any ambiguity, conflict, discrepancy, omission, or
other error in the RFP, the proposer shall immediately notify the MCBOCC
Purchasing Staff Contact for this RFP of such error in writing. Any resultant
modification(s) to the RFP will be made by written and published amendment
to the RFP. Failure of the proposer to notify MCBOCC of any ambiguities
conflicts, discrepancies, omissions, or other errors in the RFP, prior to
submitting the proposal, shall be a waiver of the same and render them not
subject to later protest by the proposer.
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8. Proposals and Presentation Costs
MCBOCC will not be liable in any way for any costs incurred by any Vendor in E
the preparation of its proposal in response to this RFP, nor for the
presentation of its proposal and/or participation in any discussions or
negotiations. N
9. Acceptance and Rejection of Proposals
MCBOCC is under no obligation to accept any Proposal and reserves the
right to accept or reject, in whole or in part, any or all proposals submitted. CL
10. Validity of Proposals 2-
0
All proposals must be valid for a period of ninety (90) days from the proposal
due date. 76
11.Protests ca
(Monroe County Purchasing Policy): Any Proposer who claims to be adversely
affected by the decision or intended decision to award an Agreement shall submit in
writing a notice of protest which must be received by the County within seventy-two E
(72) hours or three (3) business days, whichever is less, after the posting of the 2
notice of decision or intended decision on DemandStar. Failure to timely protest
within the times prescribed herein shall constitute a waiver of the ability to protest
the award of Agreement, unless it is determined that it is in the best interest of the
County to do so. A formal written protest may be submitted in writing and must be
received by the Monroe County Attorney's office seventy-two (72) hours or three (3)
business days prior to the Board of County Commissioners' meeting date in which
the award of Agreement by the BOCC will be heard. The only opportunity to protest >
claims is before the BOCC at a designated public meeting in which the agenda item
awarding the Agreement is heard. In accordance with the Rules of Debate as set
forth in the MCBOC Administrative Procedures, the Proposer that filed the protest is
responsible for providing the Clerk with its name and residence prior to the agenda
item to award the Agreement being called in order to preserve its opportunity to be
heard on this matter. An individual has three (3) minutes to address the
Commission and a person representing an organization has five (5) minutes to
address the Commission. The MCBOCC decision to award the Agreement is fine CL
`®
and at its sole discretion.
12. Evaluation Criteria
E
a. Response Format
The Proposal is to include a Table of Contents and sections for each Tab
listed below and should be organized in the order shown. Each section should
be clearly labeled, with pages numbered. Failure of a proposer to include all
listed items may result in the rejection of the Proposal.
b. Evaluation Criteria (Factors)
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Proposals will be scored and ranked by the Evaluation Committee based on
the criteria set forth below and an overall assessment of the "best value" to
the County.
CD
Account Management:
Total points available for this criterion = 15
N
Member Services:
Total points available for this criterion = 10
Clinical Management:
Total points available for this criterion = 10 CIL
0
Retail Network:
Total points available for this criterion = 10
Mail Order:
Total points available for this criterion = 5
Specialty Pharmacy:
Total points available for this criterion = 10
Systems & Technology:
2
Total points available for this criterion = 5
Implementation:
N
Total points available for this criterion = 5 >
N
N
Audit:
0.
Total points available for this criterion = 10
Financial Offer— Retail & Mail: E
Total points available for this criterion = 5
Financial Offer— Specialty:
Total points available for this criterion = 15
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Finalist Presentations (if applicable, see note below):
Note: MCBOCC may or may not elect to have a presentation. This decision will be
made by MCBOCC after review of the scores in sections 1 - 11. If there is no clear
winner, the highest proposers may be requested to present their proposals at a site to
be determined on the MCBOCC located in Key West, FL.
E
0
x
0
2
N
N
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ATTACHMENT A
Certification Regarding Debarment or Suspension
In compliance with Agreements and grants agreements applicable under the U.S.
Federal Awards Program, the following certification is required by all Proposers
submitting a proposal in response to this Request for Proposal:
1. The Proposer certifies, to the best of its knowledge and belief, that neither the
Proposer nor its Principals are suspended, debarred, proposed for debarment, or
declared ineligible for the award of Agreements from the United States federal
government procurement or non-procurement programs, or are listed in the
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C.1.a
Excluded Parties List System in the System for Award Management (SAM) issued
by the General Services Administration.
2. Principals, for the purposes of this certification, means officers, directors, owners, E
partners, and persons having primary management or supervisory responsibilities
within a business entity (e.g., general manager, plant manager, head of a subsidiary,
division, or business segment, and similar positions). N
3. The Proposer shall provide immediate written notice to the MCBOCC Director of
Purchasing if, at any time prior to award, the Proposer learns that this certification was
erroneous when submitted or has become erroneous by reason of other
circumstances. E
4. This certification is a material representation of fact upon which reliance will be
placed when making the award. If it is later determined that the Proposer rendered an
erroneous certification, in addition to other remedies available to MCBOCC's Director
of Purchasing may terminate the Agreement resulting from this solicitation for default.
Printed Name of Representative:
Signature/Date: /
Company Name:
Address:
2
City/State/Zip:
SSN or EIN No: >
CL
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C.1.a
ATTACHMENT B
Condition of Submitting Proposal
The undersigned Proposer has carefully examined all instructions, requirements,
specifications, terms, and conditions of the RFP and Agreement and certifies:
N
1. It is a reputable company regularly engaged in providing goods and/or services
necessary to meet the requirements, specifications, terms, and conditions of the
RFP and Agreement.
2. It has the necessary experience, knowledge, abilities, skills, and resources to
satisfactorily perform the requirements, specifications, terms, and conditions of the
RFP and the Agreement. Further, if awarded, Proposer agrees to perform the
requirements, specifications, terms, and conditions of the RFP and Agreement.
3. All statements, information, and representations prepared and submitted in
response to the RFP are current, complete, true, and accurate. Proposer
acknowledges that Monroe County Board of County Commissioners' (MCBOCC)
will rely on such statements, information, and representations in selecting the
successful proposer(s).
4. That the prices quoted shall be MCBOCC's pricing for the product and/or services for
the time stated in the RFP.
5. It shall be bound by all statements, representations, warranties, and guarantees
made in its Proposal.
6. Proposer acknowledges that the Agreement may be canceled at any time, if any
conflict of interest or appearance of a conflict of interest is discovered by MCBOCC, W
in its sole discretion.
7. All purchase orders must be duly authorized and executed by MCBOCC and subject
to the terms and condition of the RFP and Agreement.
❑ By checking this box, Proposer agrees that MCBOCC reserves the right to
extend the terms, conditions, and prices of this Agreement to other Institutions
(such as State, Local and/or Public MCBOCC) who express an interest in
participating in any Agreement that results from this RFP. Each of the piggyback _
institutions will issue their own purchasing documents for the goods/ services.
Proposer agrees that MCBOCC shall bear no responsibility or liability for any
agreements between Proposer and the other Institution(s) who desire to
exercise this option.
E
VENDOR LEGAL NAME:
AUTHORIZED SIGNATURE: DATE:
PRINT NAME: TITLE:
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C.1.a
ADDRESS: CITY, STATE, ZIP:
PHONE: EMAIL:
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m
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x
0
2
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CD
CD
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ATTACHMENT C
Agreement Standard Terms & Conditions
1. Delivery and Installation. All deliveries of goods or performance of services shall be
made pursuant to a written purchase order issued by MCBOCC, which assumes no
liability for any goods delivered or services performed without such purchase order.
Goods defined in this Agreement will be ordered and supplied on an as needed basis
only. Nothing in this Agreement shall be construed as a minimum guarantee of goods to
be ordered from Proposer.
2. Compensation.
4-
MCBOCC will pay upon presentation of a proper invoice for non-construction services in
accordance with the Florida Local Government Prompt Payment Act, F.S. 218.70 et seq.
Proposer shall submit a written report with invoice to MCBOCC each month setting forth
the services provided in the billing period. Such report shall include, but not limited to,
description of type of service, date, time and duration of service, agendas, sign-in
sheets, attendance rosters. Request for reimbursement of any costs or expenses
(including but not limited to travel expenses) must be accompanied by actual receipts.
MCBOCC will only reimburse for actual expenses (not, for example, overhead on top of
expenses). Payment of invoices may be withheld if documentation is not sufficient.
MCBOCC may request additional documentation or explanation regarding services at
any time and Proposer shall respond to such requests promptly with such additional >
information as MCBOCC may require. Failure to provide such additional information or
explain why it cannot be provided within thirty days of receipt of the request from
MCBOCC may be cause for termination of this Agreement.
3. Taxes. MCBOCC is exempt from sales and use taxes. Furthermore, Proposer
understands that it cannot claim exemption from taxes by virtue of any exemption that is
provided to MCBOCC.
4. Warranty.
a) Proposer warrants that for a period of one year from the date of delivery, the goods
provided, including software, shall be free of any defects that interfere with or
prohibit the use of the goods for the purposes for which they were obtained. Such
purposes are stated in the RFP.
b) During the warranty period, Proposer shall, at the sole option of MCBOCC, repair
or replace any defective goods, by written notice to the Proposer.
E
5. License. Proposer warrants and represents that it is the owner of or otherwise has the
right to and does hereby grant MCBOCC a license to use any software provided for the
purposes for which the software was obtained. Such purposes are set forth in
MCBOCC's RFP.
6. Terms of Service. In the event of any conflict between the terms of this Agreement
and the Proposer's standard Terms of Service ("TOS"), any terms posted on
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C.1.a
Proposer's website or application, or any terms for which a user is required to click
"accept" on-line in order to log in to Proposer's application, the terms of this
Agreement shall control.
7. Convriaht, Trademark, Service Mark. or Patent InfrinaementCD
a) Proposer shall, at its own expense, be entitled to and shall have the duty to defend
any suit which may be brought against MCBOCC to the extent that it is based on a N
claim that the products or services furnished infringe upon a copyright, Trademark
Service Mark, or patent. Proposer shall further indemnify and hold harmless
MCBOCC against any award of damages and costs made against MCBOCC by a
final judgment of a court of last resort in any such suit. MCBOCC shall provide
Proposer immediate notice in writing of the existence of such claim and full right and E
opportunity to conduct the defense thereof, together with all available information
and reasonable cooperation, assistance and authority to enable Proposer to do so.
No costs or expenses shall be incurred for the account of Proposer without its
written consent. MCBOCC reserves the right to participate in the defense of any
such action. Proposer shall have the right to enter into negotiations for and the right
to effect settlement or compromise of any such action, but no such settlement or
compromise shall be binding upon MCBOCC unless approved by the county's
Legal Counsel.
b) If the products or services furnished under this Agreement are likely to, or do
become, the subject of such a claim of infringement, then without diminishing
Proposer's obligation to satisfy the final award, Proposer may at its option and
expense:
i; Procure for MCBOCC the right to continue using the products or services,or
2
ii; Replace or modify the alleged infringing products or services with other equally
suitable products or services that are satisfactory to MCBOCC, so that they
become non-infringing, or
iii; Remove the products or discontinue the services and cancel any future
charges pertaining thereto, provided, however, that Proposer will not exercise
option b.iii.; until Proposer and MCBOCC have determined that options b.i.
and b.ii. are impractical.
c) Proposer shall have no liability to MCBOCC, however, if any such infringement or
claim thereof is based upon or arises out of:
i; The use of the products or services in combination with apparatus or devices
not supplied or else approved by Proposer,or
ii; The use of the products or services in a manner for which the products or
services were neither designated nor contemplated, or
iii; The claimed infringement in which MCBOCC has any direct or indirect interest
by license or otherwise, separate from that granted herein.
8. Termination for Breach. Should Proposer fail to fulfill in a timely and proper manner its
obligations under this Agreement or if it should violate any of the terms of this
Agreement, MCBOCC shall have the right to immediately terminate the Agreement.
Such termination shall not relieve Proposer of any liability to MCBOCC for damages
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C.1.a
sustained by virtue of any breach by Proposer. Proposer shall be in default hereof if it
becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is
appointed or a petition in bankruptcy is filed with respect to Proposer and is not
dismissed within thirty (30) days. E
9. Termination for Funding. Any Agreement arising from this RFP is subject to annual
appropriation by MCBOCC. In the event MCBOCC, in its sole discretion, does not or
cannot obtain or continue the funding of this Agreement from any source or sources at
an aggregate level sufficient to allow for payment for the Work, MCBOCC may exercise
one of the following alternatives: (1) terminate this Agreement effective upon a date
specified in a Termination Notice; or (2) continue this Agreement by reducing, through
written notice to Proposer, the amount of this Agreement and the scope of work,
consistent with the nature, amount, and circumstances of the loss of funding. Any
termination or reduction of this Agreement pursuant to this subsection shall not affect
any obligations or liabilities of either Party accruing prior to such termination or reduction.
MCBOCC shall not face any liability or penalty as a result of such termination or
reduction of this Agreement.
10. Termination for Convenience. MCBOCC may terminate this Agreement at any
time upon thirty (30) days written notice to Proposer. Proposer shall be paid in full for
all authorized expenditures and any goods or services satisfactorily provided through
the date of termination, but in no case shall MCBOCC be liable to Proposer for
compensation for any good or service which has not been rendered. A termination for
convenience shall not be a breach of this Agreement by MCBOCC. The final decision
as to the amount, for which MCBOCC shall be liable, shall be determined by MCBOCC.
Proposer shall not have any right to any actual general, special, consequential,
incidental, or any other damages whatsoever of any description or amount for
MCBOCC's exercise of its right to terminate for convenience.
2
11. Compliance with Laws. Proposer agrees to comply with any applicable federal, state
and local laws and regulations.
12. Maintenance of Records. Proposer shall maintain documentation for all charges
against MCBOCC. The books, records, and documents of Proposer, insofar as they
relate to work performed or money received under the Agreement, shall be maintained
for a period of five (5) full years from the date of final payment and will be subject to
audit, at any reasonable time and upon reasonable notice by MCBOCC or its duly
appointed representatives. The records shall be maintained in accordance with
generally accepted accounting principles. If an auditor employed by the County or Clerk
of Courts determines that monies paid to the Company pursuant to this Agreement were
spent for purposes not authorized by this Agreement, the Proposer shall repay the 0.
monies together with interest calculated pursuant to F.S. 55.03, running from the date
the monies were paid to the Proposer.
13. MCBOCC Property. Any MCBOCC property, including but not limited to books, records
and equipment, that is in Proposer's possession shall be maintained by Proposer in
good condition and repair, and shall be returned to MCBOCC by Proposer upon
termination of the Agreement. All goods, documents, records, and other work product
and property produced during the performance of this Agreement are deemed to be
MCBOCC property.
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14. Partnershin/Joint Venture. Nothing herein shall in any way be construed or intended
to create a partnership or joint venture between the parties or to create the relationship
of principal and agent between or among any of the parties. None of the parties hereto
shall hold itself out in a manner contrary to the terms of this paragraph. No party shall E
become liable for any representation, act or omission of any other party contrary to the
terms of this paragraph.
15. Insurance. During the term of this Agreement, Proposer shall maintain
comprehensive general liability insurance including cyber, automobile liability
insurance, and professional liability and if necessary, commercial umbrella insurance,
each with limits not less than one million dollars ($1,000,000.00), each occurrence.
The MCBOCC shall be included as an additional insured on the comprehensive
general liability policy. Commercial general liability shall apply as primary insurance
with respect to any other insurance or self- insurance programs afforded to MCBOCC.
There shall be no endorsement or modification to make insurance excess over other
available insurance. Proposer shall maintain workers' compensation insurance with
statutory limits as required by the State of Florida or other applicable laws and
employers' liability insurance with limits of not less than five hundred thousand
dollars ($500,000). A certificate of insurance, in a form satisfactory to MCBOCC,
evidencing said coverage shall be provided to MCBOCC prior to commencement of
performance of this Agreement. All certificates of insurance for general, automobile
commercial umbrella and cyber liability policies shall name MCBOCC as an additional E
insured in addition to certificate holder.
Throughout the term of this Agreement, Proposer shall provide an updated
certificate of insurance upon expiration of the current certificate.
16. Indemnification and Hold Harmless. Proposer shall indemnify and hold harmless
MCBOCC, its officers, agents and employees from:
a) Any claims, damages, costs and attorney fees for injuries or damages arising, in part '✓
or in whole, from the negligent or intentional acts or omissions of Proposer, its
officers, employees and/or agents, including its sub or independent Proposers, in
connection with the performance of the Agreement.
b) Any claims, damages, penalties, costs and attorney fees arising from any failure of
Proposer, its officers, employees and/or agents, including it sub or independent
Proposers, to observe applicable laws, including, but not limited to, labor laws and
minimum wage laws.
c) MCBOCC will not indemnify, defend or hold harmless in any fashion the Proposer
from any claims, regardless of any language in any attachment or other document
that the Proposer may provide.
17. Attorney Fees. Proposer agrees that, in the event either party deems it necessary to
take legal action to enforce any provision of the Agreement, or in the event MCBOCC
prevails, Proposer shall pay all expenses of such action including MCBOCC's attorney
fees and costs at all stages of the litigation.
18. Assianment—Written Consent Reauired. The provisions of this Agreement shall
inure to the benefit of and shall be binding upon the respective successors and
assignees of the parties hereto. Neither this Agreement nor any of the rights and
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obligations of Proposer here under shall be assigned or transferred in whole or in part
without the prior written consent of MCBOCC. Any such assignment or transfer shall not
release Proposer from its obligations hereunder.
19. Entire Aareement. This Agreement sets forth the entire agreement between the parties
with respect to the subject matter hereof and shall govern the respective duties and
obligations of the parties.
N
20. Force Maieure. No party shall have any liability to the other hereunder by reason of any
delay or failure to perform any obligation or covenant if the delay or failure to perform is
occasioned by force majeure, meaning any act of God, storm, fire, casualty,
unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war,
national emergency, act of Government, act of public enemy, or other cause of similar
or dissimilar nature beyond its control.
CL
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21. Governina Law/Venue. Florida law shall govern regardless of any language in any
attachment or other document that the Proposer may provide. Any action between the
parties arising from this agreement shall be maintained in the courts of Monroe County,
Florida.
22. Modification of Agreement. This Agreement may be modified only by prior written
amendment executed by all parties and their signatories hereto.
23. Waiver. No waiver of any provision of this Agreement shall affect the right of any party
thereafter to enforce such provision or to exercise any right or remedy available to it in
the event of any other default.
24. Severability. Should any provision of this Agreement be declared invalid by any court
of competent jurisdiction, such provision shall be severed and shall not affect the validity >
of the remaining provisions of this Agreement.
25. Privacy. With regard to any reports, studies, or other works developed in the course
of this Agreement, or as a result thereof, Proposer shall not publish Private
Information or any other information which identifies employees, or officers of
MCBOCC by name without first obtaining written consent from such individuals, or in
the case of a minor, his or her parent or legal guardian. Proposer shall provide to
MCBOCC for its review any proposed publication, brochure, or advertisement in
which MCBOCC is named not less than thirty (30) calendar days prior to submission
for publication and Proposer shall remove MCBOCC's name or information identifying
MCBOCC from the publication if MCBOCC requests removal. Proposer shall not
issue, publish, or divulge any Materials developed or used in the performance of this
Agreement or make any statement to the media relating to this Agreement without
the prior consent of MCBOCC. In no event shall the Proposer publish, display, or in
any way use the County seal for its commercial purposes (F.S. 165.043).
26. Continaent Fees. Proposer hereby represents that Proposer has not been retained, or
retained any persons, to solicit or secure a MCBOCC Government Agreement upon an
agreement or understanding for a contingent commission, percentage, or brokerage fee,
except for retention of bona fide employees or bona fide established commercial selling E
MCBOCC for the purpose of securing business. Breach of the provisions of this
paragraph is, in addition to a breach of this Agreement, a breach of ethical standards
which may result in civil or criminal sanction and/or debarment or suspension from being
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a Proposer or sub-Proposer under MCBOCC Government Agreements.
27. Gratuities and Kickbacks / Ethics Clause. The Proposer shall warrant that it has
not employed, retained or otherwise had act on its behalf any former County officer E
or employee subject to the prohibition of Section 2 of Monroe County Ordinance No.
010-1990 or any current County officer or employee in violation of Section 3 of
Ordinance No. 020-1990. For breach or violation of this provision the County may, in N
its discretion, terminate this Agreement without liability and may also, in its discretion,
deduct from the Agreement or purchase price, or otherwise recover the full amount
of any fee, commission, percentage, gift or consideration paid to the current or former
County officer or employee.
E
28. Ethics/ Conflicts of Interest / Gift Policy. The parties recognize and agree that
MCBOCC is required to comply with the standards of conduct for public officers and
employees laid out in the Florida Ethics Code contained in F.S. 112.313 as well as its
own Ethics Policy, contained in the Monroe County Personnel Policies & Procedures
Manual, regarding, but not limited to, solicitation or acceptance of gifts, doing business
with one's own MCBOCC, unauthorized compensation, misuse of public position,
conflicting employment or contractual relationship, and disclosure or use of inside
information. Among other things: No MCBOCC employer, officer or agent may
participate in the selection, award, or administration of a Agreement if he or she has a
real or apparent conflict of interest. Such a conflict would arise if the employee, officer E
or agent, or any member of his or her immediate family, receives a tangible personal
benefit from a firm that receives or under consideration for a Agreement. The officers,
employees and agents of the County may not accept any gift of value in excess of
$25.00, and may not accept any gifts of any amount, if the expectation is that the gift
giver will receive something of value in return for the gift. County employees, officers
and agents who violate the State Ethics Code or the MCBOCC ethics policy will be W
subject to disciplinary actions, up to and including termination as well as possible criminal
prosecution.
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29. E-Verify. The Proposer 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
Proposer during the term of the Agreement and shall expressly require any
subProposers performing work or providing services pursuant to the Agreement 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 subProposer during the
Agreement term. CL
30. Non-Discrimination. It is the policy of the MCBOCC not to discriminate on the basis
of age, race, sex, color, national origin, pregnancy, religion, gender or disability in its
hiring, promotion, demotion, dismissal or laying off, and employment practices, or in
admission to, access to, or operation of its programs, services, and activities. With
regard to all aspects of this Agreement, Proposer certifies and warrants it will comply
with this policy. No person shall be excluded from participation in, be denied benefits
of, be discriminated against in the admission or access to, or be discriminated against
in treatment or employment in MCBOCC's Agreement programs or activities, on the
grounds of handicap and/or disability, age, race, color, religion, sex, national origin,
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pregnancy, religion, gender or any other classification protected by federal or Florida
State Constitutional or statutory law; nor shall they be excluded from participation in,
be denied benefits of, or be otherwise subjected to discrimination in the performance
of Agreements with MCBOCC or in the employment practices of MCBOCC's E
Proposers. Accordingly, all Proposers entering into Agreements with MCBOCC shall,
upon request, be required to show proof of such nondiscrimination and to post in
conspicuous places that are available to all employees and applicants, notices of N
nondiscrimination.
31. Compliance with the Americans with Disabilities Act. The Proposer will be
required to provide assurances that it does not discriminate on the basis of disability
in admission to, access to, or operations of its program, services, or activities,
including hiring or employment practices. The Proposer will insure that qualified
applicants and participants with disabilities in its services, programs, or activities have
communication access that is equally effective as that provided to people without
disabilities. Information shall be made available in accessible formats and auxiliary
aids and services shall be provided upon the reasonable request of a qualified person
with a disability._
32. Florida Public Records Law. Pursuant to F.S. 119.0701, Proposer and its sub
Proposers shall comply with all public records laws of the State of Florida, including
but not limited to:
0)
a. Keep and maintain public records required by Monroe County in order to
perform the service.
0
b. Upon request from the public MCBOCC's custodian of public records,
provide the public MCBOCC 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 W
cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law.
c. 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 Agreement term and following completion of the Agreement if the
Proposer does not transfer the records to the public MCBOCC.
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d. Upon completion of the Agreement, transfer, at no cost, to Monroe County
all public records in possession of the Proposer or keep and maintain public records
required by the public MCBOCC to perform the service. If the Proposer transfers all
public records to the public MCBOCC upon completion of the Agreement, the Proposer
shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Proposer keeps and maintains
public records upon completion of the Agreement, the Proposer shall meet all
applicable requirements for retaining public records. All records stored electronically
must be provided to Monroe County, upon request from the public MCBOCC's
custodian of records, in a format that is compatible with the information technology
systems of Monroe County.
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IF THE PROPOSER HAS QUESTIONS REGARDING THE
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APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE W
PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TOCD
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY, AT (305) 292-3470,
ri r c u t - 1, v, c/o Monroe County Attorney's Office, 1111
12t" St., Suite 408, Key West FL 33040.
33. Effective Date. This Agreement shall not be binding upon the parties until it has been
signed first by the Proposer and then by the authorized representatives of the MCBOCC
and has been filed in the office of the County Clerk. When it has been so signed and
filed, this Agreement shall be effective as of the date first written above.
0
34. Public Entity Crime Statement F.S. 287.133: A person or affiliate who has been
placed on the convicted vendor list following a conviction for a public entity crime may
not submit a bid, proposal, or reply on a Agreement to provide any goods or services
to a public entity; may not submit a bid, proposal, or reply on a Agreement with a
public entity for the construction or repair of a public building or public work; may not
submit bids, proposals, or replies on leases of real property to a public entity; may not
be awarded or perform work as a Proposer, supplier, sub-Proposer, or consultant
under an Agreement with any public entity; and may not transact business with any
public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO ($35,000) for a period of 36 months following the date of being placed on the
convicted vendor list.
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ATTACHMENT D
NON-COLLUSION AFFIDAVIT N
I, of the city of according
to law on my oath, and under penalty of perjury, depose and say that:
I am of the firm of
the respondent making the Proposal for the
project described in the Notice for Calling for bids for:
and that I executed the said proposal with full authority to
do so:
The prices in this bid have been arrived at independently without collusion, consultation,
communication or agreement for the purpose of restricting competition, as to any matter
relating to such prices with any other respondent or with any competitor;
Unless otherwise required by law, the prices which have been quoted in this bid have not E
been knowingly disclosed by the respondent and will not knowingly be disclosed by the
respondent prior to bid opening, directly or indirectly, to any other respondent or to any
competitor; and
No attempt has been made or will be made b the respondent to induce any other person,
partnership or corporation to submit, or not to submit, a bid for the purpose of restricting
competition; and
The statements contained in this affidavit are true and correct, and made with full knowledge
that Monroe County relies upon the truth of the statements contained in this affidavit in
awarding Agreements for said project.
N
(Signature of Respondent) (Date)
STATE OF:
COUNTY OF:
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
who, after first being sworn by me, (name of individual signing) affixed his/her
signature in the space provided above on this _ day of 20
NOTARY PUBLIC
My Commission Expires:
28
Packet,Pg. 50
C.1.a
ATTACHMENT E
DRUG-FREE WORKPLACE FORM E
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
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(Name of Business)
1. Publishes a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace and
specifying the actions that will be taken against employees for violations of such prohibition.
2. Informs employees about the dangers of drug abuse in the workplace, the business's policy
of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and
employee assistance programs, and the penalties that may be imposed upon employees for
drug abuse violations.
3. Gives each employee engaged in providing the commodities or contractual services that _
are under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notifies the employees that, as a condition of
working on the commodities or contractual services that are under bid, the employee will abide
by the terms of the statement and will notify the employer of any conviction of, or plea of guilty
or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled
substance law of the United States or any state, for a violation occurring in the workplace no
later than five (5) days after such conviction.
5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance
or rehabilitation program if such is available in the employee's community, or any employee
who is so convicted.
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6. Makes a good faith effort to continue to maintain a drug-free workplace through
implementation of this section.
N
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As the person authorized to sign the statement, I certify that this firm complies fully with the
above requirements.
CL
STATE OF
(Signature of Respondent)
COUNTY OF
Date
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
CL
who, after first being sworn by me, (name of individual signing)
affixed his/her signature in the space provided above on this
day of 20_.
My commission expires: NOTARY PUBLIC
29
Packet,Pg. 51
C.1.b
Monroe County Purchasing Policy and Procedures
Exhibit A E
Notice of Intended Decision for RFP
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June 25, 2020
To: All Respondents
Re: Notice of Intent to Negotiate a Contract
Request for Competitive Solicitations for Pharmacy Benefits Management CIL
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To Whom It May Concern:
The letter will serve as notice of Monroe County's intent to negotiate a contract with Captial Rx,
the highest ranked respondent,for Pharmacy Benefits Management at the July 15, 2020 Board
of County Commissioner's Meeting.
Proposal responses for the Pharmacy Benefits Management were received by the Monroe E
County Purchasing Department on April 2, 2020.
0
76
Bryan Cook --
Employee Services Director
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C.1.c
PHARMACY BENEFIT MANAGEMENT E
SERVICES AGREEMENT
THIS AGREEMENT (hereinafter "Agreement") is effective on January I, 2021 ("Effective Date"), by
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and between Monroe County Board of County Commissioners ("Sponsor"), with its principal place of
business at 1100 Simonton St, Key West,FL.330404,and Capital Rx, Inc.("Capital Rx"),with its principal
place of business at 228 Park Avenue S. 487234, New York, NY 10003 (each a"Party" and collectively
the"Parties").
WHEREAS, Capital Rx operates a prescription benefit management program for sponsors requesting
prescription benefit management and related services; and
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2_
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WHEREAS, Sponsor provides for the payment of prescription drugs and related services for persons x
eligible to receive such benefits; and
76
WHEREAS, Sponsor desires to procure the services of Capital Rx and certain of its Affiliates, including
an entity that holds a TPA or similar license,to provide a prescription drug benefit program for its Members;
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, including the
representations contained in the Proposal submitted on or about April 2,2020 by Capital Rx to the Request
for Proposals for Pharmacy Benefits Manager, all of which are included in this Agreement as though fully E
set forth herein, Capital Rx and Sponsor agree as follows:
1. DEFINITIONS
The following terms shal l have the following meanings:
"30-Day Supply"means a Claim with a days supply less than or equal to 83 days.
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"340B Claim"is a Claim which has been processed under Section 340B of the Public Health Service Act.
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"90-Day Supply"means a Claim with a days supply greater than 83 days. c`
"Administrative Fee" means the amount Capital Rx charges to Sponsor as compensation for performing
PBM Services, based on a per Paid Claim, PEPM,and/"or PMPM basis U
"Affiliate"means any entity that controls, is controlled by,or is under common control with such specified CL
entity.
"Ancillary Charge"means the non-covered difference in price between a Brand and the equivalent Generic
that a Member pays as part of their Cost Share.
0
"AWP" means the average wholesale price of Drugs or Supplies, as applicable, as dispensed and as set
forth in the latest edition of the Medi-Span NDC Price File. AWP is based on the 11-digit NDC submitted
by the Participating Pharmacy" x
"Benefit Builder" means the form on which Sponsor specifies the Benefit Design and other information
necessary for Capital Rx to perform services.
Packet Pg.60
C.1.c
"Benefit Design" means the specifications applicable to the Plan, including but not limited to Covered E
Pharmaceuticals, Cost Share, Participating Pharmacy, and Formulary, set forth in this Agreement or
otherwise documented between the Parties.
"Brand"means those Drugs or Supplies that are have a Medi-Span Multi Source Code of"M","O",or"N".
"Business Days"or"business days"means all days except Saturdays, Sundays, and federal holidays. All
references to"day(s)"are to calendar days unless"business day"is specified.
"Claim"means a request for payment submitted by a Participating Pharmacy or Member for prescription E
drugs or services under Sponsor's benefit plan. CL
2_
"Claims Runout"means a process whereby Claims incurred prior to the effective date of the termination of
this Agreement may properly be submitted after the effective date of termination.
76
"Compound Prescription"means a prescription consisting of two or more ingredients,at least one of which
is a Prescription Drug, and which is prepared by the pharmacist specifically for the Member according to
the prescriber's directions.For the avoidance of doubt,the addition of only water and/or flavoring does not
result in a Compound Prescription.
"Contract Quarter"means the three(3) month period commencing on the Start Date and each consecutive m
three(3) month period thereafter while this Agreement is effective.
"Contract Year"means the twelve(12)month period commencing on the Start Date and each consecutive
twelve(12) month period thereafter while this Agreement is effective.
2
"Cost Share" means the amount to be paid by the Member for Covered Pharmaceuticals, such as a
copayment or coinsurance, under the Benefit Design.
"Copay Assistance"means any discount, repayment, product voucher,or other reduction to the Cost
Share, including, but not limited to,a copayment,coinsurance,or deductible,as provided by a
manufacturer,directly or indirectly, of Covered Pharmaceuticals. For the avoidance of doubt, patient
assistance programs supported by independent third parties are explicitly excluded from this provision.
"Covered Pharmaceuticals" means those Prescription Drugs, Compound Prescriptions, OTC Drugs, and
Supplies that a Member is entitled to receive under the terms of Sponsor's Plan.
"DAW 5 Claim"means a Claim that is submitted with a dispense as written code of 5, which indicates that CL
a branded pharmaceutical product was dispensed in the same manner as a generic.
"Diagnostics"means those products identified by a Medi-Span GPI-2 of 94.
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"Direct Member Reimbursement" means a Claim that is submitted non-electronically to Capital Rx, for
example any claim with a prescription origin code other than 44319.
x
"Discount Card" means any discount card,discount program, cash card, OTC benefits card, or similar
arrangement by any other name,and includes any payment mechanism or program through which the
customer is entitled to pay a cash price for any product by virtue of presenting an Identification Card and
for which the customer is a person designated by Sponsor pursuant to this Agreement as not eligible for
Covered Pharmaceuticals under one of the Sponsor's Groups. With a Discount Card,there is never any
amount due from any third party and customer is responsible for the entire amount due.
2
Packet Pg.61
C.1.c
W
"Dispensing Fee"means the amount payable by Sponsor under this Agreement for a Participating Pharmacy
to dispense a Covered Pharmaceutical to a Member.
"Dispensing Fee Guarantee" means during the relevant time period the average of dispensing fee paid
(NCPDP field 507-F7) on Paid Claims, including Zero Balance Claims, and excluding U&C Claims,
Compound Prescription Claims, OTC Drug Claims, Claims for Supplies, Vaccine Claims, Claims with
Ancillary Charges,Claims with an Override,Discount Card Claims,Claims for Members with a 100%Cost
Share Benefit Design, Direct Member Reimbursement Claims, Subrogation Claims,Claims older than 180
days, Out-of-Network Claims, Secondary Payer Claims, In-House Pharmacy Claims, Claims for Limited E
Distribution Drugs, Claims for drugs or supplies that are not present in Medi-Span, Claims with an AWP
CL
of$0.00,Claims submitted by rural pharmacies, and Excluded Pharmacy Claims. 2_
0
"Drug" means a pharmaceutical or pharmaceutical compound. This includes, without limitation, all
products with a Medi-Span GPI-2 distinct from 97 or 94. 76
"Effective Rate Guarantee" means during the relevant time period the value i (one) minus the sum of to
ingredient cost charged to the Plan divided by the sum of AWP for all Paid Claims including U&C Claims
and Zero Balance Claims and excluding Compound Prescription Claims, OTC Drug Claims, Claims for
Supplies, Vaccine Claims,Claims with Ancillary Charges,Claims with an Override,Discount Card Claims,
Claims for Members with a 100% Cost Share Benefit Design, Direct Member Reimbursement Claims,
Subrogation Claims, Claims older than 180 days, Out-of-Network, Secondary Payer Claims, In-House
Pharmacy Claims, Claims for Limited Distribution Drugs, Claims for drugs or supplies that are not present
in Medi-Span, Claims with an AWP of $0.00, Claims submitted by rural pharmacies, and Excluded
Pharmacy Claims. Under the Retail Pharmacy guarantees there are no guarantees applicable to individual
pharmacies. >
2
"Excluded Pharmacy"means a pharmacy with any of the following NCPDP Primary Provider Type codes: �
"04"(long term care pharmacy), "06"(home infusion), "07"(non-pharmacy dispensing site),"08"(I/T/U
pharmacy), "09" (VA pharmacy), "I I" (institutional pharmacy), "12" (MCO pharmacy), "13" (DME N
supplier), "16" (nuclear pharmacy), "17" (Military pharmacy), "18" (Compounding), "19" (Oxygen N
equipment), "20" (Nursing facility), "21" (Customized equipment), "22" (dialysis equipment), "23"
(Parenteral and enteral nutrition); pharmacies located at teaching institutions; government pharmacies or
pharmacies eligible for federal supply schedule prices(for example, Department of Veterans Affairs, U.S.
Public Health Service, Indian Health Services, Department of Defense, or those pharmacies with a
Dispenser Class Code of"06"); or 340B pharmacies.
"Formulary" means a list of Drugs and Supplies selected for their clinical efficacy, safety and cost CL
effectiveness, as well as the associated management programs and controls, and which may be updated
from time to time.
2
"Generic" means those Drug or Supplies that have a Medi-Span Multi Source Code of"Y" or a DA W 5
0
Claim and not a Specialty Drug
"Grandfathering Period" means any period of time, typically ninety(90) days after the Start Date, during
which Sponsor deviates from Capital Rx Formulary to mitigate disruption for Members utilizing certain
Drugs prior to Capital Rx's administration of PBM Services on behalf of Plan Sponsor.
"Group"means a group of Members that have the same Benefit Design as designated by Sponsor.
3
Packet Pg.62
C.1.c
"HIPAA"means the Health Insurance Portability and Accessibility Act of 1996, as amended from time to E
time.
"Identification Card" means the card or other document that identifies Company as the pharmacy benefit
manager.
"In-House Pharmacy"means a pharmacy owned by, an Affiliate of, contracted with, or situated on or at a
Sponsor's place of work that primarily provides or is primarily intended to provide pharmacy services to
Members.
E
"Law" means any applicable federal, state and local laws, rules, regulations, administrative guidelines,
CL
judicial or administrative order or agreement with any governmental agency, unit or subdivision, as such 2_
may be amended from time to time.
x
"Limited Distribution Drug" means Drugs or Supplies whose manufacturer limits distribution and/or 76
dispensation to a select number of Pharmacies. Limited Distribution Drugs include those and only those
Drugs and Supplies on the Limited Distribution Drug List,and any added to the Limited Distribution Drug
List after the Effective Date.
"MAC"means the maximum allowable unit ingredient cost payable for Drugs and Supplies specified on a
MAC List. A"MAC List"consists of a payment schedule for Drugs and Supplies subject to MAC pricing E
established,developed,adopted,and/or managed by Capital Rx. Capital Rx's MAC Lists and payment/cost
schedules are frequently updated.
0
"Mail Order Pharmacy"means a pharmacy that(1) is licensed under Law,(2)dispenses prescription drugs 76
to Members primarily through the U.S. mail or a commercial carrier service, and (3)that has entered into
an agreement with, or is an Affiliate of, Capital Rx in order to provide Covered Pharmaceuticals to
Members.
"Member" means a person designated by Sponsor pursuant to this Agreement as eligible for Covered N
CD
Pharmaceuticals under one of the Sponsor's Groups.
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"OTC Drug"means a Drug with a Medi-Span Rx-OTC Indicator Code of"O"or"P."
"Out-of-Network Pharmacy"means a pharmacy that has neither entered into an agreement with nor is an
Affiliate of Capital Rx or those certain pharmacies or pharmacy chains that are excluded from providing
Covered Pharmaceuticals to Members. For the purposes of this Agreement, no pharmacies or pharmacy Co
chains are explicitly excluded. CL
"Override" means any such rule that causes a Claim to adjudicate in a way that differs from the Benefit
Design and/or the Formulary.Without limiting the generality of the foregoing,rules that cause a Claim that
otherwise would have been a Rejected Claim to adjudicate as a Paid Claim; rules that that change, reduce,
0
modify,or eliminate a Member's Cost Share;or rules that change,reduce,modify,or eliminate an Ancillary
Charge shall all be considered an Override for the purposes of this Agreement.
x
"Paid Claim" means a Claim that is approved for payment, in whole or in part, and has not been reversed
within the same invoice period.
"Participating Pharmacy" means a Retail Pharmacy, Mail Order Pharmacy, or Specialty Pharmacy,
excluding Out-of-Network Pharmacies.
4
Packet Pg.63
C.1.c
"Plan"means Sponsor's drug benefit program that offers certain Covered Pharmaceuticals to Members. E
"Prescription Drug"means a Drug with a Medi-Span Rx-OTC Indicator Code of"R"or"S."
"PBM Services" means those services described under this Agreement, including but not limited to those
services set forth in Schedule A.
"Rebates" means any retrospective discount received by Capital Rx that is paid by a pharmaceutical
manufacturer for utilization of designated Drugs or Supplies by Members under the applicable rebate
agreement with Capital Rx,including but not limited to base/formulary, incentive and market share rebates. E
Rebates also include any Copay Assistance amount where such Copay Assistance program is managed by M
CL
or on behalf of Capital Rx or its Affiliates. 2_
0
"Rebate Eligible Claims" mean those Paid Claims that are for a Brand or Specialty Drug but does not
include Compound Prescription Claims,OTC Drug Claims,, Claims for Supplies, Vaccine Claims, Claims 76
with Ancillary Charges, Claims with Copay Assistance, Discount Card Claims, Claims for Members with 0.
a 100% Cost Share Benefit Design, Claims with an Override, Direct Member Reimbursement Claims,
Subrogation Claims,Claims older than 180 days,Out-of-Network Claims, Secondary Payer Claims, DAW _
5 Claims, Claims for biosimilars, In-House Pharmacy Claims, Claims for repackaged, unit dose, or unit of
use NDCs, Excluded Pharmacy Claims, Claims for beauty aids and cosmetics, multi-source Generic
Claims, single-Source generic Claims, multi-source Brand Claims, Limited Distribution Drug Claims,
Claims for drugs or supplies that are not present in Medi-Span, Claims for drugs or supplies in a CMS
protected class. Claims with an A WP of$0.00, Claims where after meeting the deductible the Member's
Cost Share under the applicable Benefit Design is greater than or equal to 50%. Under the Mail Order
Pharmacy guarantees,Claims for a 30-Day Supply are considered Rebate Eligible Claims at the Retail 30 76
-
Day Brand guarantee for the purposes of this Agreement.
2
"Rejected Claim"means any Claim that is not approved for payment. Without limiting the generality of the
foregoing, any Claim where NCPDP field 501-F1 (header response status) is not "A" (accepted) where '✓
NCPDP field 1 12-AN (transaction response status) has any value other than"A"(accepted) or"P" (paid) N
or where NCPDP field 510-FA (reject count) is present or has a value other than 0 is a Rejected Claim.
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"Retail Pharmacy"means a licensed retail pharmacy that has entered into an agreement with Capital Rx to
provide Covered Pharmaceuticals to Members.
"Secondary Payer Claim" means any Claim for which the benefit administered by Capital Rx is not the
primary benefit.
CL
"Specialty Drugs"means Prescription Drugs that are typically used to treat chronic or complex conditions,
and typically have one or more of several key characteristics, including frequent dosing adjustments and
intensive clinical monitoring to decrease the potential for drug toxicity and increase the probability for
beneficial treatment outcomes; intensive patient training and compliance assistance to facilitate therapeutic
goals; limited or exclusive product availability and distribution(if a drug is only available through limited
specialty pharmacy distribution it is always considered a Specialty Drug); or has specialized product
handling and/or administration requirements. Specialty Drugs may be administered by any route of
administration. Specialty Drugs may include biosimilars. Specialty Drugs include those and only those
Drugs and Supplies on the Specialty Drug List,and any added to the Specialty Drug List after the Effective
Date.
"Specialty Pharmacy" means an entity that (1) is licensed under Law, (2) dispenses Specialty Drugs to
Members through the U.S.mail or a commercial carrier service,and(3)that has entered into an agreement
5
Packet Pg.64
C.1.c
with, or is an Affiliate of, Capital Rx in order to provide Covered Pharmaceuticals to Members. For E
purposes of this Agreement,a Retail Pharmacy is not a Specialty Pharmacy.
"Start Date" means the date on which the services in Schedule A commence. For the purposes of this
Agreement, that date is January 1, 2021.
"Subrogation Claim"means a Claim made consistent with 45 CFR 162.1901. 0)
"Supplies" means ancillary equipment, supplies, and products provided by a Participating Pharmacy and
which includes without limitation nursing/clinical supplies, in-home infusion and related supplies, patient E
monitoring supplies, medication pumps,tubing,syringes,gauze pads,sharps containers lancets test strips,
, CL
other supplies, and durable medical equipment.Note that without limitation all products with a Medi-Span 2_
GPI-2 of 97 or products that are Diagnostics are considered Supplies.
x
"Usual and Customary Charge" or "U&C" means the amount that, at the time of dispensing, a Retail 76
Pharmacy would charge to a cash-paying customer,exclusive of taxes.
"U&C Claim"means a Paid Claim that adjudicated at U&C.
"Vaccine Claim" means a Claim for a Covered Pharmaceutical that is a substance used to stimulate the
production of antibodies and provide immunity against one or several diseases. Vaccine Claims include,
without limitation, Claims for those products with a Medi-Span GPI-2 of 17.
"Zero Balance Claim"means a Paid Claim which is paid in full by the Member and results in no amount
due to Capital Rx from Sponsor.
2
2. CAPITAL RX OBLIGATIONS
2.1 Services. Capital Rx shall provide the PBM Services set forth in Schedule A. W
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2.2 Prop-ram Materials. Capital Rx shall supply all forms necessary for Capital Rx to implement and
administer the Plans under this Agreement.
x
3. SPONSOR OBLIGATIONS
3.1 Enrollment Information. At least five (5) business days prior to the date on which Sponsor intends
for Capital Rx to administer any PBM Services to a Group, and no less than weekly thereafter, CL
Sponsor shall provide to Capital Rx a list of all Members in the Group in a format acceptable to
Capital Rx. Sponsor shall be responsible for providing Capital Rx with accurate and complete
enrollment information and for providing any modifications or updates to this information to Capital
Rx. Capital Rx and Participating Pharmacies are entitled to rely on the enrollment information
provided hereunder. o
3.2 Benefit Builder. Capital Rx will complete a Benefit Builder form with Sponsor in order to obtain
information related to Sponsor's Benefit Design(s), services selected, system and/or operational
requirements, and any other information necessary for Capital Rx to perform services under this
Agreement. Sponsor will reasonably cooperate in completing the Benefit Builder, and will review
and confirm the accuracy of the information contained in the Benefit Builder in accordance with
Capital Rx's standard procedures. Capital Rx shall have the right to rely on all information contained E
in the Sponsor-approved Benefit Builder. In addition, Sponsor will timely provide to Capital Rx any
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and all documentation,including but not limited to Benefit Design information(e.g., Formulary,Cost E
Share information provided to Members, etc.) that is reasonably required for Capital Rx to perform CO
services hereunder.
3.3 Changes to Benefits. Capital Rx shall administer only those benefits(a)listed on the Benefit Builder
and (b) for which Sponsor provides written notice of a change to Capital Rx. In the event of any
changes to a Benefit Design, Sponsor shall notify Capital Rx at least thirty (30) business days in
advance of the effective date of such change. If the proposed change requires any system
modifications and/or coding, Capital Rx will notify Sponsor in order to discuss the requirements and
a revised implementation timeline, and any such changes, including the amount of any additional E
fees, shall be agreed upon in writing. CL
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3.4 Member Communications. Sponsor is responsible for notifying Members of any Benefit Design
changes. Sponsor is responsible for obtaining Member authorizations and documentation required
by Law, if any, for Capital Rx to provide the PBM Services. Capital Rx may communicate with 76
Members as reasonably required to perform the PBM Services.
3.5 Exclusivity. Capital Rx is the exclusive provider and/or administrator of PBM Services to Sponsor _
and its Affiliates during the term of this Agreement. Without limiting the generality of the foregoing,
Sponsor represents that, as of the Start Date, neither it(nor any of its Affiliates) has any agreement
with any pharmaceutical manufacturer or other entity under which it earns discounts based on the
utilization of Covered Pharmaceuticals or related administrative services,and will not enter into any
such agreement(s)for the period covered by this Agreement. Nothing in this Agreement shall restrict
Capital Rx and/or its Affiliates from offering,providing,or administering any service,including PBM
Services,to any other entity.
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4. FINANCIAL ARRANGEMENTS
4.1 Payment for Services. Sponsor will pay Capital Rx for all services provided under this Agreement W
in accordance with the pricing terms set forth in Schedule B. N
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4.2 Invoices. Capital Rx will invoice Sponsor for Claims bi-weekly,and for administrative fees monthly,
on a schedule conforming to Capital Rx's billing cycles. Claims invoices include the Per Paid Claim
administrative fees. Invoice amounts for Claims and administrative fees are due and payable in
accordance with the Florida Local Government Prompt Payment Act,Florida Statutes section 218.70
et seq. Sponsor will pay by wire transfer (or by such other method approved by Capital Rx) to an
account designated by Capital Rx in writing. Sponsor's failure to make timely payment shall
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constitute a payment default. Notwithstanding any other provision of this Agreement, if Sponsor
fails to cure any payment default within five (5) days of the due date for such payment, then in
addition to any other remedies available, Capital Rx may cease performing any or all of its services
hereunder on written notice to Sponsor until Sponsor brings its account current. Capital Rx,in its sole
discretion, may accept late payment of delinquent amounts and, upon acceptance, this Agreement o
may be reinstated retroactively to the due date for such payment. Any such actions by Capital Rx
shall not be deemed a waiver of Capital Rx's termination or suspension rights in the event of any
future failure of Sponsor to make required payments.
4.3 Overdue Payments. Any invoice amounts that remain unpaid after five(5) days of the due date for
such invoice shall bear a finance charge from the due date of such amount until paid in full, equal to
the lesser of(a) an annual interest rate consisting the prime rate plus five percent (5%), or (b) the
maximum rate permitted by Law. If Capital Rx places any overdue amount with an attorney or other
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third party for collection,Sponsor will reimburse Capital Rx for its collection costs, including but not E
limited to reasonable attorneys' fees and expenses. CO
4.4 Reasonable Assurances. In the event Sponsor fails to pay invoices timely on two (2) or more
occasions,or Capital Rx has reasonable grounds to believe that Sponsor may be incapable of meeting
its financial obligations under this Agreement, Capital Rx may request (and Sponsor agrees to
provide) reasonable assurances, including a deposit, regarding its financial condition. If Sponsor
does not provide such assurances within five(5) business days or the assurances are not satisfactory
in Capital Rx's reasonable judgment, Capital Rx may terminate this Agreement on written notice to
Sponsor. E
4.5 Elip-ibility Changes. Capital Rx will not be financially or otherwise responsible for any mistaken
coverage, claims payment or denial determination if such mistake is due to a change in a person's
eligibility status and the mistake is made prior to the earlier of (a) the entry of such changed
information into Capital Rx's claims processing system or(b)two(2)business days after such change 76
information is received by Capital Rx.
4.6 Claims Adjustments. The Parties acknowledge that, from time to time,adjustments to Paid Claims �.
may be necessary as the result of coordination of benefits, subrogation, workers' compensation,
payment errors, pharmacy audit recovery, or other reasons, and that such adjustments may result in
either credits to Sponsor or additional amounts owed by Sponsor.
4.7 Member Hold Harmless. In no event will Capital Rx or a Participating Pharmacy directly or CO
indirectly collect, attempt to collect, or accept remuneration or reimbursement from a Member for
Covered Pharmaceuticals,except for Cost Share amounts or as otherwise provided in this Agreement,
even in the event of Sponsor's failure to pay Capital Rx, a payment dispute between the Parties,
Sponsor's insolvency,or any other breach by Sponsor of the terms of this Agreement.
4.8 Taxes. Sponsor is not responsible for taxes on Capital Rx's income. `✓
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4.9 Financial Statements. Upon request, Sponsor will provide a copy of its most recent audited financial
statements to Capital Rx.
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5. RECORDS
5.1 Recordkeeping. Capital Rx agrees to maintain reasonable documentation related to the PBM Services
provided to Members and Claims processed under to this Agreement. Sponsor agrees to maintain
reasonable documentation related to the enrollment information and Benefit Design information
provided hereunder. The Parties will maintain the records and information required by this subsection
for six(6)years from the date of enrollment or service,as applicable,or such longer period that may
be required by Law, in a format and electronic media deemed reasonably appropriate by the Party
holding such records. Capital Rx shall also require that Participating Pharmacies maintain records of
the Covered Pharmaceuticals dispensed to Members in accordance with Law. Subject to all
applicable privacy and confidentiality requirements, certain records may be made available to other
pharmacies and health professionals treating Members.
5.2 Transfer of Data Uoon Termination. Upon termination of this Agreement for any reason, Sponsor
and Capital Rx will develop a mutually agreeable plan for the orderly provision of Claims data to
Sponsor or its designee. Within thirty(30)days after receipt of Sponsor's written authorization(and
completion of a confidentiality agreement, if to a designee),Capital Rx will deliver to Sponsor or its
designee a Claim history report for the two(2)years preceding the termination date. The report will
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be provided in Capital Rx's standard format then available. Capital Rx will have no obligation to 0)
provide information under this Section unless Sponsor has met all of it payment obligations under
this Agreement.
5.3 Ownership. All records and reports generated by Capital Rx hereunder are the property of Capital
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5.4 Florida Public Records Law— Records Access and Audits: For the purpose of this section, Capital
Rx is referenced as"Contractor".
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Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records
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laws of the State of Florida, including but not limited to:
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a.Keep and maintain public records required by Monroe County in order to perform the service.
b.Upon request from the public agency's custodian of public records,provide the public agency with
a copy of the requested records or allow the records to be inspected or copied within a reasonable c,
time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as _
otherwise provided by law.
c.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 m
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
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d.Upon completion of the contract, transfer, at no cost, to Monroe County all public records in
possession of the contractor or keep and maintain public records required by the public agency to
perform the service. If the contractor transfers all public records to the public agency upon
completion of the contract, the contractor shall destroy any duplicate public records that are W
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 Monroe County, upon request from the public agency's custodian of records, in a
format that is compatible with the information technology systems of Monroe County.
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 (305) 292-3470, br dley-
brian,a'moiiroeco itN-fl.uov c/o Monroe County Attorney's Office, 1111 12"
St., Suite 408, Key West FL 33040.
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6. CONFIDENTIAL AND PROPRIETARY INFORMATION
6.1 Confidential Information. The term "Confidential Information" means trade secret information as
defined in Section 815.045, Florida Statutes, and shall include information of a confidential or
proprietary nature disclosed by one Party (the "Disclosing Party") to the other (the "Receiving
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Party"). Confidential Information includes, but is not limited to, matters of a technical nature such
as trade secrets, methods, compositions, data and know-how, designs, systems, and processes, and
any information derived therefrom; matters of a business nature, such as proprietary reimbursement
formula(e), marketing, sales, strategies, proposals, lists of Participating Pharmacies and
pharmaceutical manufacturers, and any other information that is designated by either Party as
confidential including Schedules B and C of this Agreement, or which the Receiving Party should
reasonably understand is confidential and,;or proprietary based on nature of the information. For this
provision to apply, the documents must be marked by the Disclosing Party as confidential prior to
submission to the Receiving Party.
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6.2 Treatment of Confidential Information. The Receiving Party agrees to hold the Disclosing Party's M
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Confidential Information in strict confidence and to take reasonable precautions to protect such 2_
Confidential Information(including using all precautions the Receiving Party employs with respect
to its own Confidential Information), and not to use Confidential Information for any purpose not
previously authorized by the Disclosing Party, except as necessary for Capital Rx to perform PBM
Services. The Receiving Party further agrees not to disclose any Confidential Information to a third 0.
party unless authorized in writing by the Disclosing Party and provided further that the ultimate
recipient of such Confidential Information agrees to be bound by confidentiality terms at least as
stringent as those contained herein. The Receiving Party may disclose Confidential Information to
its employees, directors, and affiliates (collectively "Receiving Party Representatives") that have a
reasonable need to know such information, provided that such Receiving Party Representatives are E
informed of the confidential nature of the information and have agreed to treat the Confidential
Information in a confidential manner consistent with this Agreement.
6.3 Exceptions. "Confidential Information" does not include information that (a) prior to disclosure o
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hereunder was known by the Receiving Party, provided that there has not been a violation of any >
2
confidentiality obligation to the Disclosing Party,(b) is or subsequently becomes publicly available 0.
0.
without violation of any confidentiality obligation owed to the Disclosing Party,(c) is independently
developed by the Receiving Party without violation of this Agreement, or(d) is disclosed with the `✓
written approval of the Disclosing Party. N
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6.4 Requests. If the Receiving Party receives a public records request, court order, subpoena or
governmental request(whether formal or informal)for Confidential Information,the Receiving Party
shall promptly notify the Disclosing Party to provide the Disclosing Party with the opportunity to
seek confidential treatment or other appropriate relief relating to such Confidential Information. The
Receiving Party shall not oppose such efforts. If the Disclosing Party is unable to obtain any relief
with respect to the request, the Receiving Party may provide those portions of Confidential
Information that it is advised by counsel are required by Law to be produced, and will further use CL
commercially reasonable efforts to obtain confidential treatment of the Confidential Information from
the recipient of such information.
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6.5 Programs. Any clinical and other programs implemented by Capital Rx, including any Formulary,
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together with any related materials, manuals, lists and descriptions provided hereunder, will remain
the property of Capital Rx. Sponsor will use such programs only while this Agreement is in effect.
6.6 Trademarks. Neither Party shall use the other's trademarks, trade names,nor service marks(or any
reasonably likely to cause confusion)without the other Party's written consent.
6.7 Member and Sponsor Identifiable Information. The Parties will comply with all Laws regarding
patient confidentiality as set forth in the Business Associate Agreement between them. Capital Rx
will not provide any data or information that identifies Sponsor without Sponsor's consent,except as
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reasonably necessary to provide PBM Services or as required by Law. The restrictions set forth in E
this Section 6 do not apply to Claims data or other information that does not identify Sponsor.
6.8 Remedies. The Parties acknowledge that any unauthorized use or disclosure of the other's
Confidential Information would cause the Disclosing Party immediate and irreparable injury or loss.
Accordingly, if Capital Rx or Sponsor fails to comply with the confidentiality provisions of this
Agreement, or threaten to do so, the Disclosing party shall be entitled to equitable relief, including
the immediate issuance of a temporary restraining order or preliminary injunction enforcing this
Agreement, in addition to other remedies permitted by Law.
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7. TERM AND TERMINATIONCL
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7.1 Term. This Agreement is for an initial term of three(3)years from the Start Date("Initial Term"),
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and thereafter shall automatically renew for one (1) successive three(3)year term, and then shall
automatically renew for successive terms of one(1)year each, unless either Party provides written 76
notice of its intent not to renew at least ninety (90)days prior to the expiration of the then current
term. CJ
7.2 Termination. This Agreement may be terminated in the following manners:
(a) In the event of a material breach of this Agreement,the non-breaching Party shall provide
written notice of the breach to the other Party. If the breach is not cured within thirty(30)
days after the breaching Parry's receipt of written notice of such breach,the non-breaching
Party may terminate this Agreement upon written notice.
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(b) Notwithstanding the provisions of Section 7.2(a), in the event of a payment default by
Sponsor under Section 4,Capital Rx shal l provide written notice of such default to Sponsor.
If Sponsor does not cure the payment default within ten (10) days after receiving such W
notice, Capital Rx may terminate this Agreement on written notice to Sponsor.
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(c) By either Party if the other Party becomes insolvent, is dissolved or liquidated, makes a
general assignment for the benefit of creditors, files or has filed against it a petition in
bankruptcy and such petition is not dismissed with prejudice within 45 days after the filing,
or has a receiver appointed for a substantial part of its assets.
(d) After the first Contract Year, Sponsor may terminate this Agreement without cause given
ninety(90)days' written notice to Capital Rx.
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(e) By mutual written consent of the Parties;or
(f) As otherwise permitted in this Agreement. o
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7.3 Effect of Termination. Upon termination of the Agreement for any reason, Capital Rx shall cease to
have any liability for payment of Claims incurred after the effective date of such termination. In the
event that Capital Rx or any Participating Pharmacy is required by Law to continue providing any
PBM Services after termination,Sponsor shall be liable to reimburse Capital Rx under the applicable
terms of this Agreement.
7.4 Adverse Government Action. In the event any department, branch, or bureau of the federal,state or
local government materially adversely affects the ability of a Party to perform its obligations under
this Agreement,that Party shall provide the other Party with written notice of the nature of the action
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having such adverse effect. During the immediately following sixty(60)day period,the Parties will, E
in good faith, attempt to negotiate a modification to the Agreement to minimize the adverse effects
and to restore as closely as possible the original intention of this Agreement. If the Parties are unable
to reach an agreement, then either Parry may terminate this Agreement on thirty (30) days advance
written notice.
7.5 This Agreement is subject to annual appropriation by the Monroe County Board of County
Commissioners. In the event that funding lapses, this Agreement shall terminate immediately upon
delivery of notice by the Sponsor, notwithstanding any language to the contrary in Section 7.I, but
Capital Rx shall be paid for all services rendered up to the date of termination. E
8. INDEMNIFICATION AND RELATED MATTERS
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8.1 Capital Rx Indemnity.Capital Rx agrees to indemnify,defend and hold Sponsor and its subsidiaries,
affiliates, and their officers,directors, employees, and agents(each a"Sponsor Indemnified Party"), 76
harmless from and against any claims, actions, causes of action, damages, liabilities, and expenses
(including without limitation attorneys' fees and litigation costs) (collectively, "Actions") asserted cJ
against a Sponsor Indemnified Party in the event the Action arises from Capital Rx's violation of _
Law, breach of this Agreement, or negligence or willful misconduct, by Capital Rx, its agents,
designee or third Parties at Capital Rx's request.
8.2 Sponsor Indemnity. To the extent permitted by Section 768.28, Florida Statutes, Sponsor agrees to
indemnify, defend and hold Capital Rx and its subsidiaries, affiliates, and their officers, directors,
employees, and agents (each a "Capital Rx Indemnified Party"), harmless from and against any
Actions asserted against a Capital Rx Indemnified Party in the event the Action arises from Sponsor's
violation of Law, breach of this Agreement,by Sponsor, Sponsor's agent or designee, or other third
parties at the Sponor's request, or negligence or willful misconduct.
8.3 Indemnity Procedures. A Party seeking indemnification under this Section 8 (the "Indemnified W
Party")shall provide prompt written notice of any Action to the Party from whom indemnification is N
sought(the"Indemnifying Party"),provide reasonable assistance to the Indemnifying Party,not settle CD
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or compromise or consent to entry of judgment on any Action without the written consent of the
Indemnifying Party, and not otherwise take any action, or fail to act, so as to compromise the
Indemnifying Parry's position with respect to the resolution or defense of any such Action. The
failure to provide prompt notice will not constitute a waiver of rights under this Section 8 unless it
results in material prejudice to the rights or defenses of the Indemnifying Party;Y� Provided, however,
that if the Indemnified Party does not give timely notice, the Indemnifying Party shall not be liable
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for any of the Indemnified Parry's costs and expenses incurred prior to such notice. An Indemnifying
Party shall not settle or compromise or consent to the entry of judgment in any Action unless such
resolution provides an unconditional release of the Indemnified Party from all liability relating to the
Action, and does not contain any term or order that in any manner restricts or interferes with the
business of the Indemnified Party or its Affiliates. The Indemnifying Party shall have the right, in its
sole discretion,to select counsel and to control the defense and settlement with respect to any Action.
8.4 Insurance. During the term of this Agreement, Capital Rx will maintain the following insurance
coverages:
- Professional liability, in the minimum amount of$1 million per occurrence/$2 million aggregate;
- General liability, covering premises operations, products and completed operations, blanket
contractual liability,and personal injury liability, in the minimum amount of$1 million combined
single limit;
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- Cyber liability, covering data breach, network security liability, internet media, network extortion, E
regulatory proceedings,and PCI fines and costs, n the minimum amount of $1 million;
- Workers' compensation, in sufficient amounts to meet the requirements of Chapter 440, Florida
Statutes;and
- Employer's liability, with limits of not less than $1 million bodily injury by accident/$I million
bodily injury by disease,policy limits,and$1 million bodily injury by disease,each employee.
Monroe County Board of County Commissioners will be named as an additional insured on the
General liability and cyber liability policies.
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Prior to execution of this Agreement by the Sponsor, Capital Rx must produce certificates of
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injurance showing coverages in force as listed above. Thereafter,Capital Rx shall keep the coverages 2-
in force throughout the term of this Agreement and shall produce certificates whenever a coverage
lapses or expires.
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8.5 Pharmacy Care. Sponsor acknowledges that,except to the extent provided in Section 8.1,Capital Rx
assumes no responsibility for the nature or quality of pharmaceutical products dispensed, the
provision or failure to provide pharmaceutical goods or services, or any action or inaction by
Participating Pharmacies, pharmaceutical manufacturers, or other providers of care in connection
with this Agreement.
8.6 Disclaimers. Capital Rx rel ies on First Data Bank,Medi-Span or other industry comparable databases CO
in providing Sponsor and Members with PBM Services, including without limitation drug utilization
review(DUR)services. Capital Rx has utilized due care in collecting and reporting the information
contained in its databases and has obtained such information from sources believed to be reliable. In >
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addition, the data available from Capital Rx through the databases and services provided hereunder
is limited by the amount, type and accuracy of information made available to Capital Rx by Sponsor,
Participating Pharmacies, Members and prescribers. Capital Rx has no obligation to acquire '✓
information about a Member beyond that provided in connection with enrollment and Claims
information from Participating Pharmacies. Capital Rx does not warrant the accuracy of reports,
alerts,codes, prices or other data contained in such databases. The clinical information contained in
these databases and the Formulary, nor any information provided by Capital Rx in connection with
its services (including DUR services) is not intended as a supplement to, or a substitute for, the
knowledge, expertise, skill, and judgment of physicians, pharmacists, or other healthcare
professionals involved in Members' care. The absence of a warning for a given drug or drug
combination in a database shall not be construed to indicate that the drug or drug combination is safe, CO
appropriate or effective for any Member. In addition, services provided by Capital Rx, including CL
without limitation any utilization management services, are not intended to substitute for the
professional judgment and responsibility of the Member's physician.
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8.7 Limitation of Liability. No Party shall be responsible for or have any obligation to indemnify,defend
or hold harmless any other Party for(a)Actions arising out of or resulting from a breach of a duty or
the negligence,willful misconduct or fraud of the other Party independent of this Agreement, or(b)
any award of punitive or other exemplary damages arising out of this Agreement or out of its
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performance hereunder, regardless of the form of action and/or whether the Party is or was aware of
the possibility of such damages. Capital Rx's liability for negligence orwillful misconduct by Capital
Rx will be limited to the per occurrence liability insurance amount set forth in Section 8.4.
9. GENERAL PROVISIONS
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9.1 Compliance with Law. The Parties represent and warrant that, at all times under this Agreement,
they will comply with all Laws governing the performance of their respective businesses and to the
performance of their respective obligations hereunder, including without limitation any Laws,
including but not limited to the Employee Retirement Income Security Act(ERISA),as amended and
to the extent applicable to the Sponsor's pharmacy benefit program, relating to the disclosure or
notification of plan benefits or Rebates to Groups and/or Members. The Parties further represent and
warrant that each shall maintain all licenses,certifications, and/or qualifications that are required by
Law relating to the operation of their respective businesses and/or to comply with their obligations
under this Agreement. E
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9.2 Independent Contractors. The relationship between Capital Rx and Sponsor is solely that of
independent contractors engaged in the operation of their own respective businesses. Nothing
contained in this Agreement shall be construed as creating an employee/employer or agency
relationship. Sponsor will not represent that Capital Rx or any of its Affiliates is a Plan Administrator 76
or fiduciary of a Plan or any Group,as applicable,as those terms are used in the Employee Retirement 0.
Income Security Act,including applicable regulations. Capital Rx provides solely ministerial service Uc�
functions in connection with the Plan(s) sponsored by Sponsor. Sponsor acknowledges that it has _
the sole authority to control and administer the Plan(s). Sponsor has complete discretionary,binding,
and final authority to construe the terms of the Plan(s), to interpret ambiguous language, to make
factual determinations regarding the payment of benefits,to review denied claims and to resolve any
complaints by Members.
9.3 Entire Agreement. This Agreement and any schedules,exhibits,and/or addenda hereto constitute the
entire contract between the Parties with regard to the subject matter hereof, and supersede all prior 76
agreements and understandings between the Parties, both written and oral, relating to the subject
matter hereof. 0.
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9.4 Amendment. This Agreement may be amended only in writing when signed by a duly authorized '✓
representative of each Party.
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9.5 No Third Party Beneficiary. The Agreement is solely for the benefit of the Parties,and is not intended N-
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to create any interest in any third party.
9.6 Severability. In the event that any provision of this Agreement is determined to be invalid,unlawful,
void or unenforceable to any extent, the remainder of this Agreement shall not be impaired or
otherwise affected, will be construed to preserve the intent and purpose of this Agreement, and shall
continue to be valid and enforceable to the fullest extent permitted by law. CL
9.7 Assignment. Neither Party may assign this Agreement without the prior written approval of the other
Party,provided however,that Capital Rx may assign this Agreement to an Affiliate. Capital Rx may
provide any services either itself or through an Affiliate or subcontractor,and all references to Capital
Rx relating to the provision of services shall be deemed to include the applicable Affiliate or
subcontractor. Capital Rx shall be responsible to Sponsor for the performance of PBM Services,
regardless of whether a service is performed by an Affiliate or subcontractor. For purposes of this
Agreement, Affiliates and Participating Pharmacies shall not be considered subcontractors.
9.8 Headings. The headings to the sections and subsections of this Agreement shall be disregarded in its
interpretation. �
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9.9 Force Majeure. Neither Party will be deemed to have breached this Agreement or be responsible for E
any failure of performance hereunder if the Party was prevented from complying with its obligations CD
by a cause or causes beyond its reasonable control. Such causes include, without limitation, fires,
earthquakes, floods, storms and other natural disasters; acts of God; strikes, lockouts, and boycotts;
acts of war, riots or other insurrections; failure of communications, electric, or similar utility lines;
or a change in Law occurring after the Effective Date.
9.10 No Waiver. The failure of either Party to enforce or insist upon compliance with any provision of
this Agreement shall not be construed as or constitute a waiver of the right to enforce or insist upon
compliance with such provision in the future. CL
9.11 Construction. The Parties jointly prepared this Agreement and have had the opportunity to consult
with counsel about its terms. No rule of construction relating to ambiguity shall be applied against
any one Party and in favor of the other.
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9.12 Approvals. Whenever approval of a Party is required under this Agreement,such approval will not
be unreasonably withheld.
9.13 Choice of Law. This Agreement shall be construed and governed in accordance with the laws of
the state of New York without reference to conflict of laws provisions. However, all matters
relating to the Mail Order Pharmacy and Specialty Pharmacy shall be governed by the law of the
state in which the pharmacy is located.
9.14 Dispute Resolution. In the event that any dispute, claim or controversy relating to this Agreement
arises between Capital Rx and Sponsor,the Parties will meet and make a good faith effort to resolve
the dispute. >
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9.15 Notices. Any notice required under this Agreement shall be in writing and sent either by hand
delivery, by overnight delivery by a nationally recognized courier service, or by certified mail, `✓
return receipt requested, in each case address as follows:
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If to Sponsor: Monroe County Board of County Commissioners
1100 Simonton St. Suite 2-268
Key West, FL 33040
Attention: County Administrator
If to Capital Rx: Capital Rx, Inc
228 Park Avenue S.#87234 CL
New York,NY 10003
Attention: Legal
2
Any notice shall be deemed to have been given as of the date of hand delivery or as of the date of
0
receipt if delivery is via certfiied mail or a nationally recognized courier service, as the case may
be.
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9.16 Counterparts, Facsimiles. This Agreement may be executed by any of the following methods. (a)
The Parties will sign two identical originals of this Agreement, and each Party, after
countersignature, will retain one(1)original; (b)This Agreement may be executed in one or more
counterparts, each of which may be signed by no more than one Party,and all of which originals
taken together shall be considered one and the same agreement; or (c) Both parties can sign
electronically. An electronic signature is equally as effective as a hard copy("wet")signature.
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0)
9.17 Survival. The provisions of Sections 4, 5, 6, 8, 9.14 and 9.15 will survive the termination of this CD
Agreement.
9.18 No Restrictions. No Party has any conflict of interest that would impair its ability to perform its
obligations under this Agreement. No Party is subject to any restrictions, whether under Law,
contract, or otherwise, that would prevent it from entering into this Agreement or performing its
obligations hereunder. Neither the execution nor delivery of this Agreement nor the transactions
contemplated hereunder will be a violation of any term or provision of the Parry's governance
documents.
9.19 Organization and Authority. Each Party is duly organized and in good standing,and has the power CL
to carry on its respective business. The execution and delivery of this Agreement and the
transactions contemplated hereunder have been authorized by all necessary action by each Party.
Each Party represents and warrants that the individual signing this Agreement on its behalf is duly
authorized to bind such party to all terms and conditions of this Agreement. 0.
9.20 The terms and conditions contained in Schedule E, Attachments A-E, attached to this Agreement,
are incorporated into this Agreement as though fully set forth herein. To the extent that any terms
in the Agreement are inconsistent with the Attachments,the terms in the Attachments shall control.
9.21 The representations contained in the Proposal submitted on or about April 2, 2020 by Capital Rx to
the Request for Proposals for Pharmacy Benefits Manager are incorporated by reference in this
Agreement as though fully set forth herein.
10. EMPLOVER GROUP WAIVER PLAN EGWP
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10.1 The Sponsor wishes to enroll its Medicare Eligible retirees into a Medicare Part D Employer Group
Waiver Plan (EGWP) with supplemental wraparound ("Wrap") benefits to be sponsored by the
Sponsor and administered by Capital Rx in accordance with the applicable federal and state laws cv
and regulations governing such plans. The terms and conditions by which the EGWP will be cv
administered are set forth in Schedule F.
11. PROTECTED HEALTH INFORMATION
11.1 Each Party will have access to Protected Health Information (PHI) as that term is defined by U�
HIPAA. Each Party agrees for itself and its employees that PHI shall not be used for any
impermissible purposes, including without limitation, the use of PHI for disciplinary or CL
discriminatory purposes, and further agrees that any user names and passwords assigned to
designated individuals shall not be shared with non-designed individuals. Each Party agrees to
execute a HIPAA Business Associate Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate by affixing E
the signatures of duly authorized officers. CO
SPONSOR CAPITAL RX, INC.
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By: By:
Name: Name:
Title: Title:
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SCHEDULE A
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PBM SERVICES
Capital Rx will provide the PBM Services set forth in this Schedule A.
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1. RETAIL PHARMACY
A. Network Mana eg ment. Capital Rx will establish and maintain a network of Retail
Pharmacies that agree to provide Covered Pharmaceuticals to Members under Law,
applicable standards of care, and the terms and conditions set forth in the applicable
pharmacy agreements. Capital Rx is responsible to contract with such pharmacies. CL
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B. Network Access. Members will have access to the network of Retail Pharmacies
established and maintained by Capital Rx to deliver Covered Pharmaceuticals to Members.
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Capital Rx will maintain or develop a network in Sponsor's service area(s) that meets
reasonable access standards. Capital Rx will notify Sponsor within thirty(30)days of any
changes to the Retail Pharmacy network that will materially impact the ability of Members
to obtain Covered Pharmaceuticals hereunder.
C. HeI2 Desk. Capital Rx will provide toll-free access to Participating Pharmacies to obtain
assistance with eligibility, Claims processing, DUR,and similar issues.
D. Auditing. Capital Rx shall conduct audits of its participating Retail Pharmacies. Such
audits may include:
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1. Statistical Auditing. A periodic computerized analysis of those pharmacies handling a
significant number of Claims, which compares their Claims activity to the Claims
activity of similar pharmacies. This information shall be used for, among other things,
audit selection.
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2. Auditing. Desk audits on selected pharmacies to ensure compliance with the terms of m
the pharmacy agreement.
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3. Audit Recoveries, Capital Rx will provide one hundred percent (100%) of all audit �
recoveries to Sponsor. t�
E. Pricin & Reconciliation. The pricing and reconciliation terms applicable to Retail
Pharmacies are set forth in Schedule B.
2. MAIL ORDER PHARMACY
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A. Services. Capital Rx shall maintain, operate and"or provide a Mail Order Pharmacy that o
dispenses Covered Pharmaceuticals to Members through the U.S. Mail or other carrier.
Capital Rx may change the Mail Order Pharmacy upon sixty (60)days advance written to
Sponsor. x
B. Procedures. The Mail Order Pharmacy will receive prescriptions from Members via the
U.S. mail or other carrier, facsimile,electronically,or through other means, in each case at
an address, number, or other designation specified by Capital Rx, which is subject to
change from time to time at Capital Rx's discretion. The Mail Order Pharmacy shall have
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no obligation to fill any prescription for Covered Pharmaceuticals that is not accompanied E
by an appropriately completed order form and the payment of any applicable Cost Share. CD
C. Standards. Subject to reasonable processing parameters,Capital Rx will dispense Covered
Pharmaceuticals in accordance with the prescription to the address designated by the
Member,as long as such addresses are located in the United States or Puerto Rico. Capital
Rx will dispense Covered Pharmaceuticals in accordance with Law and standards of care
prevalent in the mail service pharmacy industry.
D. Member Services. Capital Rx will provide a toll-free telephone number for Members to E
use in order to speak with a pharmacist or other appropriate representative. Capital Rx will
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provide materials explaining how to access and use the Mail Order Pharmacy. I_
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E. Professional Judgment. Nothing herein shall be construed to prohibit or otherwise limit
the ability of any pharmacist to exercise his or her professional judgment, including the 76
refusal to fill a prescription. Further, nothing herein shall be construed to require the Mail 0.
Order Pharmacy to stock all federal legend drugs.
F. Pricing& Reconciliation. The pricing and reconciliation terms applicable to the Mail Order
Pharmacy are set forth in Schedule B.
3. SPECIALTY PHARMACY
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A. Services. Capital Rx shall maintain, operate and/or provide a Specialty Pharmacy that
dispenses Specialty Drugs to Members through a commercial carrier. The terms of
Schedule A, Section 2 above shall also apply to the Specialty Pharmacy, except as
otherwise provided in this Agreement. 0.
B. Pricing & Reconciliation. The pricing and reconciliation terms applicable to the Specialty W
Pharmacy are set forth in Schedule B.
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4. FORMULARY AND REBATE ADMINISTRATION
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A. Establishment of Formulary. Capital Rx shall establish and provide a Formulary for 0.
Sponsor. The drugs included on the Formulary have been evaluated by a Pharmacy and
Therapeutics Committee and may change from time to time as a result of a number of
factors, including but not limited to medical appropriateness, cost-effectiveness and CL
generic availability. Capital Rx shall work with Sponsor to effect the adoption,
distribution,and implementation of such Formulary.
B. Formulary Pro rams. Capital Rx may implement its standard formulary management 2
programs, which may include communications with Members, pharmacies, and/or o
physicians, clinical or other coverage rules/criteria, compliance and/or adherence
programs, generic substitution and/or therapeutic interchange programs, financial
incentives,and other measures to promote cost effectiveness of the Formulary.
C. Rebates. Capital Rx will arrange for the provision of Rebates from pharmaceutical
manufacturers, including the contracting and administration of a Rebate program. Capital
Rx earns Rebates based upon the utilization of certain Covered Pharmaceuticals on the
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Formulary. The availability and amount of Rebates will depend upon the Plan's Benefit
Design and other factors. °'
D. Rebate Terms. The amount and timing of Rebates payable to Sponsor are set forth in
Schedule B. As a condition of receiving payments hereunder, Sponsor will implement
Formulary and Capital Rx formulary management programs, and provide documentation
reasonably requested and/or required by Capital Rx regarding the implementation of such 0)
Formulary, programs,and any related clinical or other coverage rules or criteria.
5. CORE ADMINISTRATIVE SERVICES E
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Capital Rx will provide the following Core Administrative Services, which are included within the
Core Administrative Fee set forth in Schedule B:
A. Eligibility Services 76
1. Administration of eligibility based upon Sponsor-provided information in a format 0.
acceptable to Capital Rx U
2. Updates to Sponsor's eligibility in accordance with this Agreement
B. Member Communications
1. Standard Capital Rx Welcome Packages(mailed to Sponsor)
2. Other standard Capital Rx Member materials(e.g.,claim forms)
C. Claims Processing and Payment
I. Adjudication of Claims from Participating Pharmacies through Capital Rx's 76
designated on-line electronic claims processing system
2. Administration of Sponsor's Benefit Design in accordance with accepted industry
standards
3. Payments to Participating Pharmacy under applicable contracts W
4. Coordination of benefits (COB)(reject for primary carrier,electronic only)
5. Sponsor access to claim system for up to two (2) user IDs by specific, identified `V
Sponsor employees only
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D. Customer Service
I. Toll-free telephone number for Sponsor, Members, and physicians for all claims
2. Availability of toll-free number 24 hours a day, 7 days a week
3. Responses regarding eligibility, Claims, prior authorization status, drug coverage,
enrollment status,and other matters related to PBM Services CL
E. Drug Utilization Review("DUR") Services
1. Prospective DUR -- provision of educational materials to certain Participating
Pharmacies, Members,and/or prescribers
2. Concurrent DUR-- automated for point of sale transactions;edits include clinical and
other edits that Capital Rx may develop and/or change from time to time.
3. Retrospective DUR — evaluation of Member claims history and communications to
Member, Participating Pharmacies anWor prescribers to promote health andlor
decrease costs
F. Reporting
1. Standard plan reporting package, including utilization and eligibility reports
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2. Standard billing reports package
3. Claims detail extract °'
4. Web access, including standard and ad hoc reporting capabilities
5. Quarterly performance reviews—in person or virtual,at election of Sponsor
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G. Member Web Portal a
1. Drug lookup
2. Pharmacy lookup
3. Formulary, Mail Order,and Claim information
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H. Claims Runout(post-termination)
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1. Upon Sponsor request, Capital Rx will pay Claims incurred prior to termination but 2_
where the Claim is submitted after termination of the Agreement for six (6) months
after termination
2. Capital Rx invoicing and compensation per the Agreement prior to termination
6. VALUE-ADDED ADMINISTRATIVE SERVICES t,
Sponsor will pay for the Value-Added Administrative Services provided by Capital Rx upon
request or use by Sponsor as set forth in Schedule B.
7. UTILIZATION REVIEW
A. Sponsor delegates to Capital Rx the authority to perform administrative and/or clinical
initial coverage determinations and appeals (whether first level, second level, or urgent) 76
filed by or on behalf of Members. In the event Capital Rx issues a denial in connection
with the final level of internal(plan)appeal,Capital Rx will,on Sponsor's behalf, provide
the Member access to a panel of Independent Review Organizations(IROs)for the purpose <
of obtaining an external review if desired. Capital Rx may offer the services of different
IROs,or otherwise change the composition of the panel,during the term of the Agreement.
Capital Rx offers access to such IROs as a convenience to Sponsor, and Sponsor at all
times retains the responsibility and authority to determine the IROs that will perform
external reviews for its Plan.
B. Capital Rx will perform all services under this Section 7 in accordance with Law,
including, as applicable, the U.S. Department of Labor Claims Procedure Regulations, 29
C.F.R. §2560.503-1.
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C. The services set forth under this Section 7 are Value Added Administrative Services,
except that administrative (non-clinical) initial coverage determinations are included m
within the Core Administrative Fee.
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SCHEDULE D
PERFORMANCE GUARANTEES
The Performance Guarantees will be adjusted equitably by the Parties to the extent that Capital Rx has
suffered a force majeure event during the applicable measurement period.
Capital Rx will diligently attempt to maintain its performance at the levels represented herein,provided that
failure to achieve or maintain those levels does not constitute a material breach under Section 7.2 for
purposes of the termination provisions set forth in the Agreement unless otherwise set forth below. The E
Parties further agree that any financial penalties determined under this Agreement payable by Capital Rx
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shall be payable solely on the account of a failure to satisfy its Performance Guarantee(s)and the payment 2_
of any financial penalties shall not serve to waive any material breach by Capital Rx of its duties under this
Agreement.
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Unless otherwise stated in this Schedule D, Performance Guarantees shall be measured across Capital Rx's
Book of Business based on Capital Rx's standard calculation methodology. For purposes of this Schedule
D, "Book of Business"shall mean measured in the aggregate across all Capital Rx clients.
Capital Rx will have at risk an amount not to exceed $30,000 per Contract Year. The amount may be
allocated at Sponsor's discretion provided: 1)No Performance Guarantee has more than a 20%allocation; m
2) the total amount equals 100% of the total amount at risk; 3) Capital Rx receives written notice of �
Sponsor's allocations at least thirty (30) days prior to the Start Date or the anniversary date of the Start
Date.
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Capital Rx shall provide the Performance Guarantee report card no later than ninety(90)days after the end >
of the applicable Contract Year. Any applicable amounts owed to Sponsor will be paid within thirty (30) 2
days following the month report card is delivered.
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Performance Guarantees Measured on a Capital Rx Book of Business Basis: cv
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System Availability. Capital Rx's online Claims processing system will be available for access by
Capital Rx's contracted pharmacies no less than 99% of the time, excluding normal scheduled 0.
maintenance. This standard will not apply when Capital Rx does not have total control over the Uc�
environment or communication links that impact the Claims adjudication process due to third-party
involvement. Scheduled maintenance will not be performed during routine pharmacy business hours. CL
This is measured and reported on a Contract Year and Capital Rx Book of Business basis.
Mail Turnaround Time(Not Requiring ]Intervention). Within an average of two(2)Business Days �
of receipt, Capital Rx shall dispense all clean (not requiring intervention or clarification) Mail Order
Pharmacy prescriptions. The average calculation is determined by taking the total number of o
prescriptions(as recorded by Capital Rx's systems)multiplied by the numberof days these prescriptions
took to ship divided by the total number of prescriptions. This is measured and reported on a Contract
Year and Capital Rx Book of Business basis.
Mail Turnaround Time(Requiring Intervention). Within an average of five(5) Business Days of
receipt, Capital Rx shall dispense all non-clean (requiring intervention or clarification) Mail Order
Pharmacy prescriptions. The average calculation is determined by taking the total number of
prescriptions(as recorded by Capital Rx's systems)multiplied by the number ofdays these prescriptions
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took to ship divided by the total number of prescriptions. This is measured and reported on a Contract
Year and Capital Rx Book of Business basis. °'
Member Services Average Speed of Answer. Inbound calls to Capital Rx's toll-free Line shall be
answered within thirty (30) seconds. This Performance Guarantee is measured and reported on a
Contract Year and Book of Business basis.
Member Services Abandonment Rate. Inbound calls to Capital Rx's toll-free Customer Service Line
shall be answered with an abandonment rate of 3%or less. Measurement includes calls routed to
an IVR and excludes calls abandoned by the Plan Participant within the first thirty (30) seconds.
This Performance Guarantee is measured and reported on a Contract Year and Book of Business
basis. CL
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Member Services- First Call Resolution. Capital Rx guarantees that inbound calls to Capital Rx's
toll-free Line will have a blockage rate of 1%or less. This Performance Guarantee is reported and
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measured on a Contract Year and Book of Business basis.
Performance Guarantees Measured on a Sponsor Specific Basis:
Electronic Claims Processing Accuracy. Electronic Claims processing accuracy for both Retail
Pharmacies and the Mail Order Pharmacy will be at least 98%, in any Contract Year for which
Sponsor conducts a Claims audit as provided in the Audit Rights section of this Agreement. Upon
a final and conclusive determination of any discrepancies discovered by such a Claims audit, the
electronic claims processing accuracy rate shall be calculated based upon the following formula: 76
((total number of electronic retail and mail service paid Claims processed in sample) - (number of o
electronic retail and mail service paid Claims processed financially incorrect in sample)) / (total
number of electronic retail and mail service paid Claims processed in sample). This Performance
Guarantee is measured and reported on a Contract Year and Sponsor specific basis.
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Overall Implementation. Capital Rx guarantees Sponsor's implementation will be finalized at least
fifteen (15) days prior to commencement of Sponsor's contract period. Implementation shall
include the loading of Sponsor's eligibility files, programming Sponsor's plan design, and testing
the claims processing for both mail and retail prescriptions. Implementation shall also include the
mailing of ID cards to all eligible members. For the purpose of this guarantee, this category is
reported on a Contract Year and Sponsor specific basis.
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Implementation-ID Cards. Capital Rx guarantees that 98%of new Members will be mailed ID cards
and/or Welcome Booklets within five(5)Business Days of receipt of clean,accurate and complete
electronic file for ongoing eligibility updates. Implementation and re-issues are not considered part
of this guarantee. This is measured and reported on a Contract Year and Sponsor specific basis.
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Eligibility Updates. Capital Rx guarantees 98% of ongoing eligibility updates shall be accurately
processed within two (2) Business Days of receipt of a clean and complete Eligibility Information
in an agreed upon format. This is measured and reported on a Contract Year and Sponsor specific
basis.
Account Management Overall Satisfaction. A satisfaction survey shall be conducted annually
among Sponsor's Account Management Team. Overall satisfaction ratings of at least 3 on a 5-
point scale (5 is best rating) shall be guaranteed. For the purposes of this guarantee, satisfaction
shall be defined as Satisfied or better on the following 5-point scale; Completely Satisfied, Very
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Satisfied, Satisfied, Dissatisfied, Very Dissatisfied. Capital Rx shall be responsible for survey E
design, data collection, analysis and all costs associated with conducting the surveys. This is
measured and reported on a Contract Year and Sponsor specific basis.
Plan Participant Submitted Paper Claim Turnaround Time. Within a weighted average often(10)
Business Days, Capital Rx shall process 95% of all Member paper Claims not requiring a
clarification. This is measured and reported on a Contract Year and Sponsor specific basis.
Reporting. Capital Rx's standard quarterly prescription drug plan reporting will be provided on a
quarterly basis no later than thirty (30) days after the last calendar day of the applicable quarter. E
This Performance Guarantee is measured and reported on a Contract Year and Sponsor specific
basis. CL
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SCHEDULE E. E
ATTACHMENTS A-E
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ATTACHMENT A
Certification Regarding Debarment or Suspension
In compliance with Agreements and grants agreements applicable under the U.S.
Federal Awards Program, the following certification is required by all Proposers
submitting a proposal in response to this Request for Proposal:
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1. The Proposer certifies, to the best of its knowledge and belief, that neither the
Proposer nor its Principals are suspended, debarred, proposed for debarment, or CL
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declared ineligible for the award of Agreements from the United States federal
aovemment Drocurement or non-orocurement mo4rams, or are listed in the
Excluded Parties List System in the System for Award Management (SAM) issued 76
by the General Services Administration.
2. Principals, for the purposes of this certification, means officers, directors, owners,
partners, and persons having primary management or supervisory responsibilities
within a business entity(e.g., general manager, plant manager, head of a subsidiary,
division, or business segment, and similar positions).
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3. The Proposer shall provide immediate written notice to the MCBOCC Director of 2
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Purchasing if, at any time prior to award, the Proposer learns that this certification
was erroneous when submitted or has become erroneous by reason of other
circumstance'Npe to enter text
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4. This certification is a material representation of fact upon which reliance will be
placed when making the award. If it is later determined that the Proposer rendered an
erroneous certification, in addition to other remedies available to MCBOCC's Director W
of Purchasing may terminate the Agreement resulting from this solicitation for default. N
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Printed Name of Representative:
Ron Roscia, Vice President, Strategy
Signature/Date,_ 4/212020
Company Name: Capital Rx
Address: 85 Broad Street
City/State/Zip: e o
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35-2612946
SSN or EIN No:
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ATTACHMENT °'
Condition of Submitting Proposal
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e undersigned Proposer has carefully examined all instructions, requirements,.
specifications,terrres, and conditions of the RFP and Agreement and certifies:
1. it Is a reputable company regularly engaged in providing goods and/or services
necessary to meet the requirements, specifications, terms, and conditions of the
RFP and Agreement.
2. it has the necessary experience, knowledge, abilities, ills, and resources to CL
satisfactorily perform the requirements, specifications, tern,*, and conditions of
the RFP and the Agreement. Further, if awarded, Proposer agrees to perform the X
requirements,specifications, terms, and conditions of the RFP and Agreement. _
3. I statements, information, and representations prepared and submitted in `6
responseto the RFP are current, complete, true, and accurate. Proposer
acknowledges that Monroe County Board of County Commissioners' ( C C)
will rely on such statements, information, and representations in selecting the _
successful proposer(s).
. That the prices quoted shall be MCBOCCs pricing for the product and/or services
for the time stated in the RFP.
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5. it shall be bound by all statements, representations. warranties, and guarantees
de in its Proposal.
S. Proposer a noledges that the Agreement may be canceled at any time, if any o
76
conflict of interest or appearance of a conflict of interest is discovered by >
MCBOCC,in its sole discretion. o
7 All purchase orders must be duly authorized and executed by MCBOCC and
subject to the terms and condition of the RFP and Agreement
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EM By checking this box, Proposer agrees that MCBOCC reserves the right to
extend the terms„conditions, and prices of this Agreement to other Institutions
(such as State; Local and/or Public C C) who express an interest in
participating in any Agreement that results from this RFP. Each of the
piggyback institutions will issue their own purchasing documents for the
s/ services- Proposer agrees that MCBOCC shall bear no responsibility
or liability for any agreements between Proposer and the other Inst' tion(s)
who desire to exercise this option.
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VENDOR LEGAL Capital Rx
AUTHORIZEDf T :4
PRINTRon o a TITLE: Vice President,Strategy
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ATTACHMENT C W
Agreement Standard Terms & Conditions
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1. Delivery and Installation. All deliveries of goods or performance of services shall be
made pursuant to a written purchase order issued by MCBOCC, which assumes no
liability for any goods delivered or services performed without such purchase order.
Goods defined in this Agreement will be ordered and supplied on an as needed basis
only. Nothing in this Agreement shall be construed as a minimum guarantee of goods CIL
to be ordered from Proposer.
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2. Comaensation.
MCBOCC will pay upon presentation of a proper invoice for non-construction services
in accordance with the Florida Local Government Prompt Payment Act, F.S. 218.70 et ca
seq.
Proposer shall submit a written report with invoice to MCBOCC each month setting
forth the services provided in the billing period. Such report shall include, but not
limited to, description of type of service, date, time and duration of service, agendas,
sign-in sheets, attendance rosters. Request for reimbursement of any costs or
expenses (including but not limited to travel expenses) must be accompanied by actual
receipts. MCBOCC will only reimburse for actual expenses (not, for example,
overhead on top of expenses). Payment of invoices may be withheld if documentation
is not sufficient. MCBOCC may request additional documentation or explanation
regarding services at any time and Proposer shall respond to such requests promptly
with such additional information as MCBOCC may require. Failure to provide such
additional information or explain why it cannot be provided within thirty days of receipt
of the request from MCBOCC may be cause for termination of this Agreement.
3. Taxes. MCBOCC is exempt from sales and use taxes. Furthermore, Proposer
understands that it cannot claim exemption from taxes by virtue of any exemption that
is provided to MCBOCC.
4. Warranty.
a) Proposer warrants that for a period of one year from the date of delivery, the
goods provided, including software, shall be free of any defects that interfere with
or prohibit the use of the goods for the purposes for which they were obtained.
Such purposes are stated in the RFP.
b) During the warranty period, Proposer shall, at the sole option of MCBOCC, repair
or replace any defective goods, by written notice to the Proposer.
5. License. Proposer warrants and represents that it is the owner of or otherwise has the
right to and does hereby grant MCBOCC a license to use any software provided for
the purposes for which the software was obtained. Such purposes are set forth in
MCBOCC's RFP.
6. Terms-of Service. In the event of any conflict between the terms of this Agreement
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and the Proposer's standard Terms of Service ("TOS"), any terms posted on E
Proposer's website or application, or any terms for which a user is required to click
"accept" on-line in order to log in to Proposer's application, the terms of this
Agreement shall control.
7. Qopyright. Trademark, Service Mark, or Patent Infringement
a) Proposer shall, at its own expense, be entitled to and shall have the duty to
defend any suit which may be brought against MCBOCC to the extent that it is
based on a claim that the products or services furnished infringe upon a copyright,
Trademark, Service Mark, or patent. Proposer shall further indemnify and hold
harmless MCBOCC against any award of damages and costs made against
MCBOCC by a final judgment of a court of last resort in any such suit. MCBOCC
shall provide Proposer immediate notice in writing of the existence of such claim
and full right and opportunity to conduct the defense thereof, together with all
available information and reasonable cooperation, assistance and authority to
enable Proposer to do so. No costs or expenses shall be incurred for the account
of Proposer without its written consent. MCBOCC reserves the right to participate
in the defense of any such action. Proposer shall have the right to enter into
negotiations for and the right to effect settlement or compromise of any such
action, but no such settlement or compromise shall be binding upon MCBOCC
unless approved by the county's Legal Counsel.
b) if the products or services furnished under this Agreement are likely to, or do
become, the subject of such a claim of infringement, then without diminishing
Proposer's obligation to satisfy the final award, Proposer may at its option and
expense:
i Procure for MCBOCC the right to continue using the products or services,or --
ii Replace or modify the alleged infringing products or services with other
equally suitable products or services that are satisfactory to MCBOCC, so
that they become non-infringing, or
lli Remove the products or discontinue the services and cancel any future
charges pertaining thereto, provided, however, that Proposer will not
exercise option b iii.. until Proposer and MCBOCC have determined that
options b.i. and b.ii. are impractical.
c) Proposer shall have no liability to MCBOCC, however, if any such infringement or
claim thereof is based upon or arises out of:
i) The use of the products or services in combination with apparatus or 2
devices not supplied or else approved by Proposer,or
i The use of the products or services in a manner for which the products or
services were neither designated nor contemplated,or
) The claimed infringement in which MCBOCC has any direct or indirect
interest by license or otherwise, separate from that granted herein.
8. Termination for Breach. Should Proposer fail to fulfill in a timely and proper manner
its obligations under this Agreement or if it should violate any of the terms of this
Agreement, MCBOCC shall have the right to immediately terminate the Agreement.
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Such termination shall not relieve Proposer of any liability to MCBOCC for damages
sustained by virtue of any breach by Proposer. Proposer shall be in default hereof if it 0)
becomes insolvent, makes an assignment for the benefit of its creditors, a receiver
is appointed or a petition in bankruptcy is filed with respect to Proposer and is not
dismissed within thirty (30)days.
9. Termination for Fundinn. Any Agreement arising from this RFP is subject to
annual appropriation by MCBOCC. In the event MCBOCC, in its sole discretion,
does not or cannot obtain or continue the funding of this Agreement from any source
or sources at an aggregate level sufficient to allow for payment for the Work, E
MCBOCC may exercise one of the following alternatives: (1) terminate this Agreement
effective upon a date specified in a Termination Notice; or (2) continue this Agreement
by reducing, through written notice to Proposer, the amount of this Agreement and the
scope of work, consistent with the nature, amount, and circumstances of the loss of
funding. Any termination or reduction of this Agreement pursuant to this subsection
shall not affect any obligations or liabilities of either Party accruing prior to such
termination or reduction. MCBOCC shall not face any liability or penalty as a result of
such termination or reduction of this Agreement.
10. Terminatim for Convenience. MCBOCC may terminate this Agreement at any
time upon thirty (30) days written notice to Proposer. Proposer shall be paid in full for
all authorized expenditures and any goods or services satisfactorily provided through
the date of termination, but in no case shall MCBOCC be liable to Proposer for
compensation for any good or service which has not been rendered. A termination for
convenience shall not be a breach of this Agreement by MCBOCC. The final decision
as to the amount, for which MCBOCC shall be liable, shall be determined by
MCBOCC. Proposer shall not have any right to any actual general, special,
consequential, incidental, or any other damages whatsoever of any description or
amount for MCBOCC's exercise of its right to terminate for convenience. W
11. Compliance with Laws. Proposer agrees to comply with any applicable federal, state
and local laws and regulations.
12. Maintenance of Records. Proposer shall maintain documentation for all charges
against MCBOCC. The books, records, and documents of Proposer, insofar as they
relate to work performed or money received under the Agreement, shall be maintained
for a period of five (5) full years from the date of final payment and will be subject to
audit, at any reasonable time and upon reasonable notice by MCBOCC or its duly
appointed representatives. The records shall be maintained in accordance with
generally accepted accounting principles. If an auditor employed by the County or
Clerk of Courts determines that monies paid to the Company pursuant to this
Agreement were spent for purposes not authorized by this Agreement, the Proposer
shall repay the monies together with interest calculated pursuant to F.S. 55.03, running
from the date the monies were paid to the Proposer.
13. MCBOCC Propedy. Any MCBOCC property, including but not limited to books,
records and equipment, that is in Proposer's possession shall be maintained by
Proposer in good condition and repair, and shall be returned to MCBOCC by Proposer
upon termination of the Agreement. All goods, documents, records, and other work
product and property produced during the performance of this Agreement are deemed
to be MCBOCC property.
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14. Partners hiplJoint Venture. Nothing herein shall in any way be construed or intended
to create a partnership or joint venture between the parties or to create the relationship
of principal and agent between or among any of the parties. None of the parties hereto N
shall hold itself out in a manner contrary to the terms of this paragraph. No party shall
become liable for any representation, act or omission of any other party contrary to the
terms of this paragraph.
15. Insurance. During the term of this Agreement, Proposer shall maintain
comprehensive general liability insurance including cyber, automobile liability
insurance, and professional liability and if necessary, commercial umbrella CL
insurance, each with limits not less than one million dollars ($1,000,000.00), each
occurrence. The MCBOCC shall be included as an additional insured on the
comprehensive general liability policy. Commercial general liability shall apply as
primary insurance with respect to any other insurance or self- insurance programs
afforded to MCBOCC. There shall be no endorsement or modification to make
insurance excess over other available insurance. Proposer shall maintain workers'
compensation insurance with statutory limits as required by the State of Florida or
other applicable laws and employers' liability insurance with limits of not less than
five hundred thousand dollars ($500,000). A certificate of insurance, in a form
satisfactory to MCBOCC, evidencing said coverage shall be provided to MCBOCC
prior to commencement of performance of this Agreement. All certificates of
insurance for general, automobile, commercial umbrella and cyber liability policies
shall name MCBOCC as an additional insured in addition to certificate holder.
2
Throughout the term of this Agreement, Proposer shall provide an updated
certificate of insurance upon expiration of the current certificate. W
16. Indemnification and Hold Harmless. Proposer shall indemnify and hold harmless
MCBOCC, its officers, agents and employees from: N
a) Any claims, damages, costs and attorney fees for injuries or damages arising, in
part or in whole, from the negligent or intentional acts or omissions of Proposer, its
officers, employees and/or agents, including its sub or independent Proposers, in
connection with the performance of the Agreement.
b) Any claims, damages, penalties, costs and attorney fees arising from any failure of
Proposer, its officers, employees and/or agents, including it sub or independent
Proposers, to observe applicable laws, including, but not limited to, labor laws and
minimum wage laws.
c) MCBOCC will not indemnify, defend or hold harmless in any fashion the
Proposer from any claims, regardless of any language in any attachment or
other document that the Proposer may provide.
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17. A orney Fees. Proposer agrees that, in the event either party deems it necessary to
take legal action to enforce any provision of the Agreement, or in the event MCBOCC
prevails, Proposer shall pay all expenses of such action including MCBOCC's attorney
fees and costs at all stages of the litigation. E
18. Assignment—Written Consent Required. The provisions of this Agreement shall
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inure to the benefit of and shall be binding upon the respective successors and E
assignees of the parties hereto. Neither this Agreement nor any of the rights and
obligations of Proposer here under shall be assigned or transferred in whole or in part
without the prior written consent of MCBOCC. Any such assignment or transfer shall
not release Proposer from its obligations hereunder.
19. Entire Agreement. This Agreement sets forth the entire agreement between the
parties with respect to the subject matter hereof and shall govern the respective duties
and obligations of the parties.
20. Force Maitre. No party shall have any liability to the other hereunder by reason of
any delay or failure to perform any obligation or covenant if the delay or failure to
perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty,
unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war,
national emergency, act of Government, act of public enemy, or other cause of similar
or dissimilar nature beyond its control.
21. Governing LawNenue. Florida law shall govern regardless of any language in any
attachment or other document that the Proposer may provide. Any action between the
parties arising from this agreement shall be maintained in the courts of Monroe County,
Florida.
22. Modificataon of Agreemen . This Agreement may be modified only by prior written
amendment executed by all parties and their signatories hereto.
23. Waiver. No waiver of any provision of this Agreement shall affect the right of any party o
thereafter to enforce such provision or to exercise any right or remedy available to it in
the event of any other default.
24. Sever-ability. Should any provision of this Agreement be declared invalid by any court �--
of competent jurisdiction, such provision shall be severed and shall not affect the
validity of the remaining provisions of this Agreement.
26. Privacy. With regard to any reports, studies, or other works developed in the
course of this Agreement, or as a result thereof, Proposer shall not publish Private
Information or any other information which identifies employees, or officers of
MCBOCC by name without first obtaining written consent from such individuals, or ca
in the case of a minor, his or her parent or legal guardian. Proposer shall provide to
MCBOCC for its review any proposed publication, brochure, or advertisement in
which MCBOCC is named not less than thirty (30) calendar days prior to submission
for publication and Proposer shall remove MCBOCC's name or information
identifying MCBOCC from the publication if MCBOCC requests removal. Proposer
shall not issue, publish, or divulge any Materials developed or used in the
performance of this Agreement or make any statement to the media relating to this
Agreement without the prior consent of MCBOCC. In no event shall the Proposer
publish, display, or in any way use the County seal for its commercial purposes (F.S.
165.043).
26. Contingent Fees. Proposer hereby represents that Proposer has not been retained, or
retained any persons, to solicit or secure a MCBOCC Government Agreement upon
an agreement or understanding for a contingent commission, percentage, or brokerage
fee, except for retention of bona fide employees or bona fide established commercial
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selling MCBOCC for the purpose of securing business. Breach of the provisions of this E
paragraph is, in addition to a breach of this Agreement, a breach of ethical standards
which may result in civil or criminal sanction and/or debarment or suspension from
being a Proposer or sub-Proposer under MCBOCC Government Agreements.
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27. Gratuities and Kickbacks 1 Ethics Clause. The Proposer shall warrant that it has
not employed, retained or otherwise had act on its behalf any former County officer
or employee subject to the prohibition of Section 2 of Monroe County Ordinance No.
010-1990 or any current County officer or employee in violation of Section 3 of
Ordinance No. 020-1990. For breach or violation of this provision the County may,
in its discretion, terminate this Agreement without liability and may also, in its CL
discretion, deduct from the Agreement or purchase price, or otherwise recover the
full amount of any fee, commission, percentage, gift or consideration paid to the
current or former County officer or employee.
28. Ethics/ Conflicts of Interest / Gift Policy. The parties recognize and agree that
MCBOCC is required to comply with the standards of conduct for public officers and
employees laid out in the Florida Ethics Code contained in F.S. 112.313 as well as its
own Ethics Policy, contained in the Monroe County Personnel Policies & Procedures
Manual, regarding, but not limited to, solicitation or acceptance of gifts, doing business
with one's own MCBOCC, unauthorized compensation, misuse of public position,
conflicting employment or contractual relationship, and disclosure or use of inside
information. Among other things: No MCBOCC employer, officer or agent may
participate in the selection, award, or administration of a Agreement if he or she has a
real or apparent conflict of interest. Such a conflict would arise if the employee, officer
or agent, or any member of his or her immediate family, receives a tangible personal
benefit from a firm that receives or under consideration for a Agreement. The officers,
employees and agents of the County may not accept any gift of value in excess of
$25.00, and may not accept any gifts of any amount, if the expectation is that the gift
giver will receive something of value in return for the gift. County employees, officers
and agents who violate the State Ethics Code or the MCBOCC ethics policy will be
subject to disciplinary actions, up to and including termination as well as possible
criminal prosecution.
29. E Verify. The Proposer 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
Proposer during the term of the Agreement and shall expressly require any
subProposers performing work or providing services pursuant to the Agreement 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 subProposer during the
Agreement term.
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30. . It is the policy of the MCBOCC not to discriminate on the basis
of age, race, sex, color, national origin, pregnancy, religion, gender or disability in its
hiring, promotion, demotion, dismissal or laying off, and employment practices, or in
admission to, access to, or operation of its programs, services, and activities. With
regard to all aspects of this Agreement, Proposer certifies and warrants it will comply
with this policy. No person shall be excluded from participation in, be denied benefits
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of, be discriminated against in the admission or access to, or be discriminated
against in treatment or employment in MCBOCC's Agreement programs or activities,
on the grounds of handicap and/or disability, age, race, color, religion, sex, national
origin, pregnancy, religion, gender or any other classification protected by federal or
Florida State Constitutional or statutory law; nor shall they be excluded from
participation in, be denied benefits of, or be otherwise subjected to discrimination in
the performance of Agreements with MCBOCC or in the employment practices of
MCBOCC's Proposers. Accordingly, all Proposers entering into Agreements with
MCBOCC shall, upon request, be required to show proof of such nondiscrimination
and to post in conspicuous places that are available to all employees and applicants,
notices of nondiscrimination.
31• The Proposer will be
required to provide assurances that it does not discriminate on the basis of disability
in admission to, access to, or operations of its program, services, or activities,
including hiring or employment practices. The Proposer will insure that qualified
applicants and participants with disabilities in its services, programs, or activities
have communication access that is equally effective as that provided to people
without disabilities. Information shall be made available in accessible formats and
auxiliary aids and services shall be provided upon the reasonable request of a
qualified person with a disability.
32. FlQlida Public Records Law. Pursuant to F.S. 119.0701, Proposer and its sub
Proposers shall comply with all public records laws of the State of Florida, including
but not limited to:
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a. Keep and maintain public records required by Monroe County in order to
perform the service. --
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b. Upon request from the public MCBOCC's custodian of public records,
provide the public MCBOCC 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 Florida Statutes, Chapter 119 or as otherwise provided by law.
c. 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 Agreement term and following completion of the Agreement if
the Proposer does not transfer the records to the public MCBOCC.
d. Upon completion of the Agreement, transfer, at no cost, to Monroe County
all public records in possession of the Proposer or keep and maintain public records
required by the public MCBOCC to perform the service. If the Proposer transfers all
public records to the public MCBOCC upon completion of the Agreement, the
Proposer shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Proposer keeps and
maintains public records upon completion of the Agreement, the Proposer shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to Monroe County, upon request from the public
MCBOCC's custodian of records, in a format that is compatible with the information
26
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technology systems of Monroe County.
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IF THE PROPOSER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY, AT (305) 292-3470, r I -
ri r c -fl, o , c/o Monroe County Attorney's Office, 1111
12t" St., Suite 408, Key West FL 33040.
X
33. Effective Date. This Agreement shall not be binding upon the parties until it has been
signed first by the Proposer and then by the authorized representatives of the
MCBOCC and has been filed in the office of the County Clerk. When it has been so
signed and filed, this Agreement shall be effective as of the date first written above.
34. Public Entity Crime S. 287.133: A person or affiliate who has been
placed on the convicted vendor list following a conviction for a public entity crime
may not submit a bid, proposal, or reply on a Agreement to provide any goods or
services to a public entity; may not submit a bid, proposal, or reply on a Agreement
with a public entity for the construction or repair of a public building or public work;
may not submit bids, proposals, or replies on leases of real property to a public
entity; may not be awarded or perform work as a Proposer, supplier, sub-Proposer,
or consultant under an Agreement with any public entity; and may not transact
business with any public entity in excess of the threshold amount provided in s.
7. 17 for CATEGORY TWO ($35,000) for a period of 36 months following the W
date of being placed on the convicted vendor list.
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ATTACHMENT D
NON-COLLUSION AFFIDAVIT
I, e0^JA L4 se-/ o the cityof - L r cor in
to law on my oath, and under penalty of perjury, n say that':
I am Al f the firm o _
j the respondent makin the Proposal for the
project described in the Notice for Calling for bids for: o �
that I executed the said r I with futrauthorityto
o so:
The prices in this bid have been arrived at independently without collusion, consultation, E
communication or agreement for the purpose of restricting competition, as to any matter 2
relating to such prices with any other respondent or with any competitor;
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Unless otherwise required law, the prices which have been quoted in this bid havenot
been knowingly isclosed by the respondent n ill not knowingly be discl sthe 2
respondent rior to bidopening, directly or indirectly, to any other respondent or to any
competitor; and
N
o attempt has been made or will be made b therespondent to induce any other person,
partnership or corporation to submit, or not to submit, a bidfor the purposeof restricting
competition; n
The statements contained in this affidavit are true and correct, and madei full knowledge �i
that Monroe County relies upon the truth of the statements contained in this affidavit i
awarding Agr is for said roj c .
3o 0
(Signature of Respondent) (Date)
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COUNTY F:
PERSONALLY APPEARED BEFORE , the undersigned auori , —
o, after first being sworn , (name of individual signing) affixed his/her
signature in the space provided above on this of !nqMk2j..202�2-
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ATTACHMENT E
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute7.087 hereby ifi that:
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(Naffie of Business) CL
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1. Publishes a statement ti iemployees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace and
specifying the acios that will bet ken against employees for violations of such prohibition.
. Informs employees about the dangers of drug use in the workplace, the business's
policy of maintainingdrug-free workplace, any available dr counseling, rehabilitation,
and employee assistanceprograms, and the penalties that may be imposed upon
employees for drug abuseviolations.
3. Gives each employee n in providing thecommodities or contractual services that
are under bid a copy of the statement specified in subsection (1).
. In the statement specified in subsection (1), notifies the employees that, as a condition of
working on the commodities or contractual services that are under bid, the employeeill
abide by theterms of thestatement and will notify the employer of any conviction o , or plea --
of guilty or nolo contenere to, any violation of Chapter 893 (FloridaStatutes) or of any
controlled substance law of the United States or any state, for a violation occurring in the
workplace o later than five ( ) days after such conviction.
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. Imposes sanction o , or require the satisfactory participation in a drugabuse
assistance or rehabilitation program if such is available in the employee's community, or any
employee who is so convicted.
6. Makes a goodfaith effort to continue to maintain a drug-free workplace through
implementation oft is section.
s the person authorized to sign statement, I certify that this firm complies fully with the
above requirements.
STATE t 5
(Signet of Respondent)
COUNTY OF d I o .o
Date
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
oe4 £0 aSC `+4 who, after first being sworn by me, (name of individual signing)
affixed his/her signature in the space provided above on this
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SCHEDULE E m
EGWP °'
Group Retiree Health Proposal for.Monroe County,FL
IN
Proposal Summary E
We apprecorre the opporturvoy to propose a group retiree health pragrang that will meet the twe&of C
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Managers County and M proposed program is a
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January 1,
Highlights of the Group Medicarer i i I n
The proposed prescupoon drug plarts are Eupboyer Group Waiver E ).provided. Ca
Capital Rx. Capead Re subcontracts EGWP services through Investor Acenrestrafive Serages,who uses
Expect Scripts 1 ( )as the ' e ESICcentractsiarthdraCtratershir
h4gallood and Medicare Sertrices( S)to serve as a Forbears Part D Plan Sponsor= Capital
Wginher d Detector and ESIC,manager compliance with CRAS regulations regarding P �
Features include:
• Fill n dessons are available that fill the Medicare Part D OciverageC
commonly referred to as t e Piano can cover brand drugs and generate is the
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coverage gap,or just grevorike based on the laroups deared
rstn ®Fut rage plans standardly put a resonance on >
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Catastrophic Coverage ccrpayslcwnsuranceP once`in this coverage will never
ham a reprouicaphomance which exceeds that of their logged Coverage Stage. 0.
W formulary all drugs eligible under Medicare W
Part , rt 0 drugsr of Part B drop(typically
cowed by medical $.BE (which have been iderighfied as high-Ask for ).and C)
Lifestyle drugs(worth can be covered for an evidential fee)- C)
® Voll ordera 90=day h
Typically with co-pays than they wouldat retail. X
Fkagdality in Plan Design—Watching plan chgolms as closely as possible mounwour member
dissuaded. Our strategy allows us to rnmwong swoureaug whUe efill showing casualty,
dominant l roar ,
proposedThere we over 66,000 plerneavers totem
Govergurnorn Subsidy—The en prernium rates`ricksale Folecivery Pon la subsidy
There a no additional subsidy good needed. The average
higher sm
than the average subody received by their clients who file for the RDS a
Administrationr r 01,
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anpleoughtation goal onaping plan servidng o➢be provided be Genistar Admin services Inc.,a Cs
party r treated is Avon,Connechout. Begastar gs specifically formed on the admaingstrapon
of reduce oterfical and prescription drug phins and has the exporting to adirninhaer these plam;as a
usuallyintegrated and sauciness solution for t ed-party admingstratury Becomes X
currently reargrases benefits far over 1, t- a
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cont 1
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ATTACHMENT A
Certification Regarding debarment or Suspension
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In compliance with Agreements and grants agreements applicable under the U.S.
Federal Awards Program, the following certification is required by all Proposers
submitting a proposal in response to this Request for Proposal:
1. The Proposer certifies, to the best of its knowledge and belief, that neither the
Proposer nor its Principals are suspended, debarred, proposed for debarment, or
declared ineligible for the award of Agreements from the United States federal
government procurement or non-procurement programs. or are listed in the
Excluded Parties List System in the System for Award Management (SAM) issued
by the General Services Administration. CL
2-
2. Principals, for the purposes of this certification, means officers, directors, owners,
partners, and persons having primary management or supervisory responsibilities
within a business entity (e.g_, general manager, plant manager, head of a subsidiary,
division, or business segment, and similar positions).
3. The Proposer shall provide immediate written notice to the MCBOCC director of _
Purchasing if, at any time prior to award, the Proposer learns that this certification
was erroneous when submitted or has become erroneous by reason of other
circumstanc E
e ype to enter text
4. This certification is a material representation of fact upon which reliance will be
placed when making the award. If it is later determined that the Proposer rendered an
erroneous certification, in addition to other remedies available to MCBOCC's Director
of Purchasing may terminate the Agreement resulting from this solicitation for default.
0
Printed Name of Representative:
Ron Roscia, Vice President, Strategy
Signature/Date:'
� 4/2 / 2t12C
Company Name; Capital x
Address: Sb Broad Street Lu
City/State/Zip:
New York, I ( 1 I lall4
SSN or EIN No: -2612946 )
Packet Pg. 100
ATTACHMENT B
Condition of Submitting Proposal
The undersigned Proposer has carefully examined all instructions, requirements„
specifications, terms, and conditions of the RFP and Agreement and certifies: °'
t. It is a reputable company regularly engaged in providing goads and/or services
necessary to meet the requirements, specifications, terms, and conditions of the
RFP and Agreement.
2. It has the necessary experience, knowledge, abilities, skills, and resources to
satisfactorily perform the requirements, specifications„ terms, and conditions of
the RFP and the Agreement. Further, if awarded, Proposer agrees to perform the
requirements, specifications, terms, and conditions of the RFP and Agreement.
3. All statements, information, and representations prepared and submitted in
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response to the RFP are current, complete, true, and accurate. Proposer 2-
acknowledges that Monroe County Board of County Commissioners' (MCBOCC)
will rely on such statements, information, and representations in selecting the
successful proposers).
4. That the prices quoted shall be MCBOCC's pricing for the product and/or services
for the time stated in the RFP. c,
5. It shall be bound' by all statements, representations, warranties, and guarantees
made in its Proposal.
6. Proposer acknowledges that the Agreement may be canceled at any time, if any
conflict of interest or appearance of a conflict of interest is discovered by
MCBOCC, in its sole discretion.
7. All purchase orders must be duly authorized and executed by MCBOCC and
subject to the terms and condition of the RFP and Agreement. o
t1 By checking this box, Proposer agrees that MCBOCC reserves the right to
extend the terms, conditions, and prices of this Agreement to ether Institutions
(such as State, Local andlor Public MCBOCC) who express an interest in
participating in any Agreement that results from this RFP- Each of the
piggyback institutions will issue their own purchasing documents for the
goods/ services. Proposer agrees that MCBOCC shall bear no responsibility
or liability for any agreements between Proposer and the other Institution(s)
who desire to exercise this option.
VENDOR LEGAL NAME: Capital Rx
AUTHORIZED SIGNATURE: l} ' _ DATE: /212020
PRINTNAME: TITLE:
____________________________wR°n_R` sc- ---------------------------------------------------------Vice President, strategy
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ATTACHMENT C
Agreement Standard Terms & Conditions
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1. Delivery and Installation. All deliveries of goods or performance of services shall be
made pursuant to a written purchase order issued by MCBOCC, which assumes no
liability for any goods delivered or services performed without such purchase order.
Goods defined in this Agreement will be ordered and supplied on an as needed basis
only. Nothing in this Agreement shall be construed as a minimum guarantee of goods
to be ordered from Proposer.
2. Compensation. E
MCBOCC will pay upon presentation of a proper invoice for non-construction services
in accordance with the Florida Local Government Prompt Payment Act, F.S. 218.70 et
seq.
Proposer shall submit a written report with invoice to MCBOCC each month setting
forth the services provided in the billing period. Such report shall include, but not
limited to, description of type of service, date, time and duration of service, agendas,
sign-in sheets, attendance rosters. Request for reimbursement of any costs or
expenses (including but not limited to travel expenses) must be accompanied by actual
receipts. MCBOCC will only reimburse for actual expenses (not, for example
overhead on top of expenses). Payment of invoices may be withheld if documentation
is not sufficient. MCBOCC may request additional documentation or explanation
regarding services at any time and Proposer shall respond to such requests promptly
with such additional information as MCBOCC may require. Failure to provide such >
additional information or explain why it cannot be provided within thirty days of receipt
of the request from MCBOCC may be cause for termination of this Agreement.
3. Taxes. MCBOCC is exempt from sales and use taxes. Furthermore, Proposer LY
understands that it cannot claim exemption from taxes by virtue of any exemption that N
is provided to MCBOCC.
4. Warranty.
a) Proposer warrants that for a period of one year from the date of delivery, the
goods provided, including software, shall be free of any defects that interfere with LU
or prohibit the use of the goods for the purposes for which they were obtained.
Such purposes are stated in the RFP.
b) During the warranty period, Proposer shall, at the sole option of MCBOCC, repair )
or replace any defective goods, by written notice to the Proposer.
5. License. Proposer warrants and represents that it is the owner of or otherwise has the
right to and does hereby grant MCBOCC a license to use any software provided for
the purposes for which the software was obtained. Such purposes are set forth in
MCBOCC's RFP.
6. Terms of Service. In the event of any conflict between the terms of this Agreement
20
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and the Proposer's standard Terms of Service ("TOS"), any terms posted on
Proposer's website or application, or any terms for which a user is required to click
"accept" on-line in order to log in to Proposer's application, the terms of this
Agreement shall control.
7. Copyright, Trademark, Service Mark, or Patent Infringement
a) Proposer shall, at its own expense, be entitled to and shall have the duty to
defend any suit which may be brought against MCBOCC to the extent that it is
based on a claim that the products or services furnished infringe upon a copyright, N
Trademark, Service Mark, or patent. Proposer shall further indemnify and hold
harmless MCBOCC against any award of damages and costs made against
MCBOCC by a final judgment of a court of last resort in any such suit. MCBOCC
shall provide Proposer immediate notice in writing of the existence of such claim
and full right and opportunity to conduct the defense thereof, together with all E
available information and reasonable cooperation, assistance and authority to
enable Proposer to do so. No costs or expenses shall be incurred for the account
of Proposer without its written consent. MCBOCC reserves the right to participate
in the defense of any such action. Proposer shall have the right to enter into
negotiations for and the right to effect settlement or compromise of any such
action, but no such settlement or compromise shall be binding upon MCBOCC
unless approved by the county's Legal Counsel.
b) If the products or services furnished under this Agreement are likely to, or do
become, the subject of such a claim of infringement, then without diminishing
Proposer's obligation to satisfy the final award, Proposer may at its option and
expense:
i; Procure for MCBOCC the right to continue using the products or services,or
ii; Replace or modify the alleged infringing products or services with other
equally suitable products or services that are satisfactory to MCBOCC, so
that they become non-infringing, or
iii; Remove the products or discontinue the services and cancel any future
charges pertaining thereto, provided, however, that Proposer will not
exercise option b.iii.; until Proposer and MCBOCC have determined that
options b.i. and b.ii. are impractical.
c) Proposer shall have no liability to MCBOCC, however, if any such infringement or
claim thereof is based upon or arises out of:
i; The use of the products or services in combination with apparatus or
devices not supplied or else approved by Proposer,or
ii; The use of the products or services in a manner for which the products or
services were neither designated nor contemplated, or
iii; The claimed infringement in which MCBOCC has any direct or indirect
interest by license or otherwise, separate from that granted herein.
8. Termination for Breach. Should Proposer fail to fulfill in a timely and proper manner
its obligations under this Agreement or if it should violate any of the terms of this
Agreement, MCBOCC shall have the right to immediately terminate the Agreement.
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Such termination shall not relieve Proposer of any liability to MCBOCC for damages
sustained by virtue of any breach by Proposer. Proposer shall be in default hereof if it
becomes insolvent, makes an assignment for the benefit of its creditors, a receiver
is appointed or a petition in bankruptcy is filed with respect to Proposer and is not
dismissed within thirty (30) days.
9. Termination for Funding. Any Agreement arising from this RFP is subject to
annual appropriation by MCBOCC. In the event MCBOCC, in its sole discretion,
does not or cannot obtain or continue the funding of this Agreement from any source
or sources at an aggregate level sufficient to allow for payment for the Work,
MCBOCC may exercise one of the following alternatives: (1) terminate this Agreement
effective upon a date specified in a Termination Notice; or (2) continue this Agreement
by reducing, through written notice to Proposer, the amount of this Agreement and the
scope of work, consistent with the nature, amount, and circumstances of the loss of
funding. Any termination or reduction of this Agreement pursuant to this subsection
shall not affect any obligations or liabilities of either Party accruing prior to such
termination or reduction. MCBOCC shall not face any liability or penalty as a result of
such termination or reduction of this Agreement.
10. Termination for Convenience. MCBOCC may terminate this Agreement at any
time upon thirty (30) days written notice to Proposer. Proposer shall be paid in full for
all authorized expenditures and any goods or services satisfactorily provided through
the date of termination, but in no case shall MCBOCC be liable to Proposer for
compensation for any good or service which has not been rendered. A termination for
convenience shall not be a breach of this Agreement by MCBOCC. The final decision
as to the amount, for which MCBOCC shall be liable, shall be determined by
MCBOCC. Proposer shall not have any right to any actual general, special,
consequential, incidental, or any other damages whatsoever of any description or
amount for MCBOCC's exercise of its right to terminate for convenience.
11. Compliance with Laws. Proposer agrees to comply with any applicable federal, state
and local laws and regulations.
12. Maintenance of Records. Proposer shall maintain documentation for all charges '✓
against MCBOCC. The books, records, and documents of Proposer, insofar as they
relate to work performed or money received under the Agreement, shall be maintained
for a period of five (5) full years from the date of final payment and will be subject to E
audit, at any reasonable time and upon reasonable notice by MCBOCC or its duly
appointed representatives. The records shall be maintained in accordance with
generally accepted accounting principles. If an auditor employed by the County or LU
Clerk of Courts determines that monies paid to the Company pursuant to this
Agreement were spent for purposes not authorized by this Agreement, the Proposer
shall repay the monies together with interest calculated pursuant to F.S. 55.03, running
from the date the monies were paid to the Proposer. ..
13. MCBOCC PropertX. Any MCBOCC property, including but not limited to books,
records and equipment, that is in Proposer's possession shall be maintained by
Proposer in good condition and repair, and shall be returned to MCBOCC by Proposer
upon termination of the Agreement. All goods, documents, records, and other work
product and property produced during the performance of this Agreement are deemed
to be MCBOCC property.
22
Packet Pg. 104
14. Partnership/Joint Venture. Nothing herein shall in any way be construed or intended
to create a partnership or joint venture between the parties or to create the relationship
of principal and agent between or among any of the parties. None of the parties hereto
shall hold itself out in a manner contrary to the terms of this paragraph. No party shall
become liable for any representation, act or omission of any other party contrary to the
terms of this paragraph.
15. Insurance. During the term of this Agreement, Proposer shall maintain N
comprehensive general liability insurance including cyber, automobile liability
insurance, and professional liability and if necessary, commercial umbrella
insurance, each with limits not less than one million dollars ($1,000,000.00), each
occurrence. The MCBOCC shall be included as an additional insured on the
comprehensive general liability policy. Commercial general liability shall apply as
primary insurance with respect to any other insurance or self- insurance programs
afforded to MCBOCC. There shall be no endorsement or modification to make
insurance excess over other available insurance. Proposer shall maintain workers'
compensation insurance with statutory limits as required by the State of Florida or
other applicable laws and employers' liability insurance with limits of not less than
five hundred thousand dollars ($500,000). A certificate of insurance, in a form
satisfactory to MCBOCC, evidencing said coverage shall be provided to MCBOCC
prior to commencement of performance of this Agreement. All certificates of
insurance for general, automobile, commercial umbrella and cyber liability policies
shall name MCBOCC as an additional insured in addition to certificate holder. E
2
Throughout the term of this Agreement, Proposer shall provide an updated
certificate of insurance upon expiration of the current certificate.
16. Indemnification and Hold Harmless. Proposer shall indemnify and hold harmless
MCBOCC, its officers, agents and employees from:
a) Any claims, damages, costs and attorney fees for injuries or damages arising, in --
part or in whole, from the negligent or intentional acts or omissions of Proposer, its LY
officers, employees and/or agents, including its sub or independent Proposers, in N
connection with the performance of the Agreement.
b) Any claims, damages, penalties, costs and attorney fees arising from any failure of
Proposer, its officers, employees and/or agents, including it sub or independent
Proposers, to observe applicable laws, including, but not limited to, labor laws and
LU
minimum wage laws.
c) MCBOCC will not indemnify, defend or hold harmless in any fashion the
Proposer from any claims, regardless of any language in any attachment or
other document that the Proposer may provide.
17. Attorney Fees. Proposer agrees that, in the event either party deems it necessary to
take legal action to enforce any provision of the Agreement, or in the event MCBOCC
prevails, Proposer shall pay all expenses of such action including MCBOCC's attorney
fees and costs at all stages of the litigation.
18. Assignment—Written Consent Required. The provisions of this Agreement shall
23
Packet Pg. 105
inure to the benefit of and shall be binding upon the respective successors and
assignees of the parties hereto. Neither this Agreement nor any of the rights and
obligations of Proposer here under shall be assigned or transferred in whole or in part
without the prior written consent of MCBOCC. Any such assignment or transfer shall
not release Proposer from its obligations hereunder.
19. Entire Agreement. This Agreement sets forth the entire agreement between the
parties with respect to the subject matter hereof and shall govern the respective duties
and obligations of the parties.
N
20. Force Majeure. No party shall have any liability to the other hereunder by reason of
any delay or failure to perform any obligation or covenant if the delay or failure to
perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty,
unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war,
national emergency, act of Government, act of public enemy, or other cause of similar
or dissimilar nature beyond its control.
CL
-
21. Governing Law/Venue. Florida law shall govern regardless of any language in any
attachment or other document that the Proposer may provide. Any action between the
parties arising from this agreement shall be maintained in the courts of Monroe County,
Florida.
22. Modification of Agreement. This Agreement may be modified only by prior written
amendment executed by all parties and their signatories hereto.
23. Waiver. No waiver of any provision of this Agreement shall affect the right of any party
thereafter to enforce such provision or to exercise any right or remedy available to it in
the event of any other default.
24. Severability. Should any provision of this Agreement be declared invalid by any court
of competent jurisdiction, such provision shall be severed and shall not affect the >
validity of the remaining provisions of this Agreement.
25. Privacv. With regard to any reports, studies, or other works developed in the .�
course of this Agreement, or as a result thereof, Proposer shall not publish Private LY
Information or any other information which identifies employees, or officers of N
MCBOCC by name without first obtaining written consent from such individuals, or
in the case of a minor, his or her parent or legal guardian. Proposer shall provide to
MCBOCC for its review any proposed publication, brochure, or advertisement in
which MCBOCC is named not less than thirty (30) calendar days prior to submission
for publication and Proposer shall remove MCBOCC's name or information LU
identifying MCBOCC from the publication if MCBOCC requests removal. Proposer
shall not issue, publish, or divulge any Materials developed or used in the
performance of this Agreement or make any statement to the media relating to this
Agreement without the prior consent of MCBOCC. In no event shall the Proposer
publish, display, or in any way use the County seal for its commercial purposes (F.S.
165.043).
26. Contingent Fees. Proposer hereby represents that Proposer has not been retained, or
retained any persons, to solicit or secure a MCBOCC Government Agreement upon
an agreement or understanding for a contingent commission, percentage, or brokerage
fee, except for retention of bona fide employees or bona fide established commercial
24
Packet Pg. 106
selling MCBOCC for the purpose of securing business. Breach of the provisions of this
paragraph is, in addition to a breach of this Agreement, a breach of ethical standards
which may result in civil or criminal sanction and/or debarment or suspension from
being a Proposer or sub-Proposer under MCBOCC Government Agreements.
27. Gratuities and Kickbacks / Ethics Clause. The Proposer shall warrant that it has E
not employed, retained or otherwise had act on its behalf any former County officer
or employee subject to the prohibition of Section 2 of Monroe County Ordinance No.
010-1990 or any current County officer or employee in violation of Section 3 of N
Ordinance No. 020-1990. For breach or violation of this provision the County may,
in its discretion, terminate this Agreement without liability and may also, in its
discretion, deduct from the Agreement or purchase price, or otherwise recover the
full amount of any fee, commission, percentage, gift or consideration paid to the
current or former County officer or employee.
28. Ethics/ Conflicts of Interest / Gift Policy. The parties recognize and agree that
MCBOCC is required to comply with the standards of conduct for public officers and
employees laid out in the Florida Ethics Code contained in F.S. 112.313 as well as its
own Ethics Policy, contained in the Monroe County Personnel Policies & Procedures
Manual, regarding, but not limited to, solicitation or acceptance of gifts, doing business
with one's own MCBOCC, unauthorized compensation, misuse of public position,
conflicting employment or contractual relationship, and disclosure or use of inside
information. Among other things: No MCBOCC employer, officer or agent may
participate in the selection, award, or administration of a Agreement if he or she has a E
real or apparent conflict of interest. Such a conflict would arise if the employee, officer
or agent, or any member of his or her immediate family, receives a tangible personal
benefit from a firm that receives or under consideration for a Agreement. The officers,
employees and agents of the County may not accept any gift of value in excess of
$25.00, and may not accept any gifts of any amount, if the expectation is that the gift
giver will receive something of value in return for the gift. County employees, officers W
and agents who violate the State Ethics Code or the MCBOCC ethics policy will be LU
subject to disciplinary actions, up to and including termination as well as possible
criminal prosecution.
29. E-Verify. The Proposer 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
Proposer during the term of the Agreement and shall expressly require any LU
subProposers performing work or providing services pursuant to the Agreement 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 subProposer during the
Agreement term. ..
30. Non-Discrimination. It is the policy of the MCBOCC not to discriminate on the basis
of age, race, sex, color, national origin, pregnancy, religion, gender or disability in its
hiring, promotion, demotion, dismissal or laying off, and employment practices, or in
admission to, access to, or operation of its programs, services, and activities. With
regard to all aspects of this Agreement, Proposer certifies and warrants it will comply
with this policy. No person shall be excluded from participation in, be denied benefits
25
Packet Pg. 107
of, be discriminated against in the admission or access to, or be discriminated
against in treatment or employment in MCBOCC's Agreement programs or activities,
on the grounds of handicap and/or disability, age, race, color, religion, sex, national
origin, pregnancy, religion, gender or any other classification protected by federal or
Florida State Constitutional or statutory law; nor shall they be excluded from
participation in, be denied benefits of, or be otherwise subjected to discrimination in E
the performance of Agreements with MCBOCC or in the employment practices of
MCBOCC's Proposers. Accordingly, all Proposers entering into Agreements with
MCBOCC shall, upon request, be required to show proof of such nondiscrimination N
and to post in conspicuous places that are available to all employees and applicants,
notices of nondiscrimination.
31. Compliance with the Americans with Disabilities Act. The Proposer will be
required to provide assurances that it does not discriminate on the basis of disability
in admission to, access to, or operations of its program, services, or activities,
including hiring or employment practices. The Proposer will insure that qualified
applicants and participants with disabilities in its services, programs, or activities
have communication access that is equally effective as that provided to people
without disabilities. Information shall be made available in accessible formats and
auxiliary aids and services shall be provided upon the reasonable request of a
qualified person with a disability.
32. Florida Public Records Law. Pursuant to F.S. 119.0701, Proposer and its sub
Proposers shall comply with all public records laws of the State of Florida, including
but not limited to: E
a. Keep and maintain public records required by Monroe County in order to
perform the service.
b. Upon request from the public MCBOCC's custodian of public records,
provide the public MCBOCC with a copy of the requested records or allow the records W
to be inspected or copied within a reasonable time at a cost that does not exceed the LU
cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law.
N
c. Ensure that public records that are exempt or confidential and exempt from E
public records disclosure requirements are not disclosed except as authorized by law
for the duration of the Agreement term and following completion of the Agreement if
the Proposer does not transfer the records to the public MCBOCC. LU
d. Upon completion of the Agreement, transfer, at no cost, to Monroe County
all public records in possession of the Proposer or keep and maintain public records
required by the public MCBOCC to perform the service. If the Proposer transfers all ..
public records to the public MCBOCC upon completion of the Agreement, the
Proposer shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Proposer keeps and
maintains public records upon completion of the Agreement, the Proposer shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to Monroe County, upon request from the public
MCBOCC's custodian of records, in a format that is compatible with the information
26
Packet Pg. 108
technology systems of Monroe County.
IF THE PROPOSER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THECD
PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC N
RECORDS, BRIAN BRADLEY, AT (305) 292-3470, r I -
ri r c t - l. , c/o Monroe County Attorney's Office, 1111
12t" St., Suite 408, Key West FL 33040.
33. Effective Date. This Agreement shall not be binding upon the parties until it has been
signed first by the Proposer and then by the authorized representatives of the
CL
MCBOCC and has been filed in the office of the County Clerk. When it has been so
signed and filed, this Agreement shall be effective as of the date first written above.
34. Public Entity Crime Statement F.S. 287.133: A person or affiliate who has been
placed on the convicted vendor list following a conviction for a public entity crime
may not submit a bid, proposal, or reply on a Agreement to provide any goods or
services to a public entity; may not submit a bid, proposal, or reply on a Agreement
with a public entity for the construction or repair of a public building or public work;
may not submit bids, proposals, or replies on leases of real property to a public
entity; may not be awarded or perform work as a Proposer, supplier, sub-Proposer,
or consultant under an Agreement with any public entity; and may not transact
business with any public entity in excess of the threshold amount provided in s.
7.017 for CATEGORY TWO ($35,000) for a period of 36 months following the
date of being placed on the convicted vendor list.
LY
LU
27
Packet Pg. 109
W
ATTACHMENT
NON-COLLUSIONI T
I, f of the city of L ,, according
to law on my oath, and under penalty of perjury, depose and say that:
I am of the firm of_
4 the respondent making the Proposal for the
project described in the Notice for Calling for bids for: I
and that I executed the said proposal with fulf authority to
o so:
The prices in this bid have been arrived at independently without collusion, consultation, U
communication or agreement for the purpose of restricting competition, as to any matter
relating to such prices with any other respondent or with any competitor;
Unless otherwise required by law, the prices which have been quoted in this bid have not
been knowingly disclosed by the respondent and will not knowingly be disclosed by the
respondent prior to bid opening, directly or indirectly, to any other respondent or to any
competitor; and
o attempt has been made or will be made b the respondent to induce any other person,
partnership or corporation to submit, or not to submit, a bid for the purpose of restricting
competition; and LU
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The statements contained in this affidavit are true and correct, and made with full knowledge
that Monroe County relies upon the truth of the statements contained in this affidavit in
awarding Agreements for said project.
31 C, - 0
(Signature ofRespondent) (Date)
STATE t
COUNTYes nk�
PERSONALLY A PEA E , the undersigned authority, g : x ; Cam'
who, after first being sworn by me, (name of individual signing) affixed his/her
signature in the space provided above on this ay of , 0
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Packet Pg. 110
NOTARY PUBLIC
y Commission Expires: tl
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ATTACHMENT E E
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: N
AP iT_/3 L a
( ame of Business)
1. Publishes a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace and E
specifying the actions that will be taken against employees for violations of such prohibition.
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. Informs employees about the dangers of drug abuse in the workplace, the business's
policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation,
and employee assistance programs, and the penalties that may be imposed upon
employees for drug abuse violations.
3. Gives each employee engaged in providing the commodities or contractual services that
are under bid a copy of the statement specified in subsection (1).
0)
. In the statement specified in subsection (1), notifies the employees that, as a condition of 2
working on the commodities or contractual services that are under bid, the employee will
abide by the terms of the statement and will notify the employer of any conviction of, or plea
of guilty or nolo contendere to, any violation of Chapter 89 (Florida Statutes) or of any
controlled substance law of the United States or any state, for a violation occurring in the
workplace no later than five (5) days after such conviction.
LU
. Imposes a sanction on, or require the satisfactory participation in a drug abuse
assistance or rehabilitation program if such is available in the employee's community, or any
employee who is so convicted. E
6. Makes a good faith effort to continue to maintain a drug-free workplace through
implementation of this section. Lu
s the person authorized to sign the statement, I certify that this firm complies fully with the
above requirements.
STATE OF
(Signature of espondent)
COUNTY OF OeAC,
Date
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
a
(4 A S who, after first being sworn by me, (name of individual signing)
affixed his/her signature in the space provided above on this
2
Packet Pg. 112
day of A le-C 204Lf-)
My commission expires: NOTARY PUBLIC
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CHELSEA IN.PRINCE
MYCOMMISSION#GG 331970
EXPIRES:May 7,2023
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Packet Pg. 113
----------- ........... —---—-----------
CELW
Group
Retiree HealthProposal for Monroe County, L
Proposal Summary
We appreciate the opportunity to propose a group retiree health program that will meet the needs of
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Monroe County and their Medicare-eligible retiree population. The proposed program is a fully-insured
group Medicare Part D prescription drug plan for the post-65 retirees of Monroe County effective
January 1, 2021.
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Highlights of the Group Medicare Prescriptionrub Plan E
The proposed prescription drug plans are Employer Group Waiver Plans (EGWP), provided through CIL
Capital Rx. Capital Rx subcontracts EGWP services through Benistar Administrative Services,who uses
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Express Scripts Insurance Company (ESIC) as the risk bearing entity. ESIC contracts with the Centers for _
Medicaid and Medicare Services (CMS)to serve as a Medicare Part D Plan Sponsor. Capital Rx working
together with Benistar and ESIC, manages compliance with CMS regulations regarding Part D plans.
Features include:
• Fill the Donut Hole—Plan designs are available that fill the Medicare Part D Coverage Gap, �
commonly referred to as the "donut hole". Plans can cover brand drugs and generics in the m
coverage gap, or just generics, based on the group's desired plan design.
• Enhanced Catastrophic Coverage—Full-coverage plans standardly put a maximum on
Catastrophic Coverage copays/coinsurance; once in this coverage phase, members will never 76
have a copay/coinsurance which exceeds that of their Initial Coverage Stage.
• Covered Drugs— Broadest formulary that includes coverage for all drugs eligible under Medicare
Part D, and standardly covers Non-Part D drugs with the exception of Part B drugs (typically
covered by medical plan), BEERS drugs (which have been identified as high-risk for seniors), and r
Lifestyle drugs (which can be covered for an additional fee). N
• Full Order—Retirees can receive a 90-day supply of most medications through Home Delivery,
76
typically with lower co-pays than they would pay at retail. y
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• Flexibility in Plan Design—Matching plan designs as closely as possible minimizes member
disruption. Our strategy allows us to minimize disruption while still showing savings. CL
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• Pharmacy Network— Includes all major pharmacies including Walgreens, CVS, and Rite Aid.
There are over 66,000 pharmacies nationwide. LU
• Government Subsidy—The proposed plan premium rates include Medicare Part D subsidy.
There is no additional subsidy filing needed. The average subsidy under their EGWP plans is e
higher than the average subsidy received by their clients who file for the RIDS subsidy.
2
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Adniinistration provided by Benistar 2
Implementation and ongoing plan servicing will be provided by Benistar Admin Services Inc., a third-
party administrator located in Avon, Connecticut. Benistar is specifically focused on the administration
of retiree medical and prescription drug plans and has the expertise to administer these plans as a o
totally integrated and seamless solution for eligible retirees. As third-party administrator, Benistar
currently manages benefits for over 1,600 post-65 retiree groups.
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www.cap-rx.c
Packet Pg. 114
CELW
Group
Retiree HealthProposal for Monroe County, FL
Administrative services provided under this retiree program include:
N
•
Full implementation Support
o Communications— Benistar will work with Monroe County to draft retiree
communications, including any CMS-required elements.
o Eligibility and Enrol nient—Benistar will coordinate all applicable eligibility and
enrollment information with the carriers and provide eligibility management services inCL
a manner that complies with HIPAA and all federal, state and local privacy and other
applicable laws.
o WeEreonie Kit—Retirees will receive a welcome kit including ID card, certificate of
insurance, benefit summary, evidence of coverage, and formulary.
• Toll Free Cali Center Access—Retirees can call the Retiree Customer Service Center with
questions about their benefits, making the program integrated and seamless to the retiree.
The retiree customer service team is trained in Medicare products and in working closely with
seniors. Representatives will stay on the line with the member and consult with the carrier or
CMS to resolve member issues. Retirees are not rushed off of the phone and there are no time
limits for a service call.
• Billing— Invoices can be prepared to the needs of Monroe County. We can bill the company e
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directly, bill the retirees, or split the bill and bill the retirees for their portion of costs.
2
Retirees can also sign up to have their premium amounts automatically withdrawn from their
bank account.
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Boutique service—Employers and retirees will have access to Benistar's resources and support �
in the form of a highly-trained retiree service center which is capable of providing an exceptional
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level of service in the areas of billing, eligibility, and claims questions. N
Assumptions of the Program
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• Program Sponsorship—No other competing group retiree plans will be sponsored alongside this CL
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plan including Medicare Advantage or individual plans.
• Contribution—This quote assumes that Monroe County contributes 100%of the monthly LU
member premium.
Participation .. If the enrollment were to change by more than +/- 10%of what was assumed in
the quote, we reserve the right to adjust the premium.
2
implementation timeline—Due to CMS-required procedures, 60 days are required to
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implement the coverage. The effective date proposed may need to be adjusted accordingly.
Expiration—Premiums may be adjusted if the effective date is changed from the date in this _
proposal.
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www.cap-rx.c
Packet Pg. 115
CELW
Group
Retiree HealthProposal for Monroe County, L
Maximize Medicare and Pharma Subsidies with an EGWP Plan
Employers need plan options that can limit their risk and allow for a more stable budget picture. The
federal government offers substantial subsidies for retiree prescription drug costs. The question facing
employers is how best to maximize those subsidies. Many employers have historically filed for the
Retiree Drug Subsidy (RDS). The RIDS is no longer the best way to maximize subsidy and minimize the
cost and effort required to obtain the subsidy. CL
Enter the Employer Group Waiver Plan (EGWP). Our EGWP sponsor contracts with CMS to manage the 2-
plan and compliance, making it easy for the employer. The subsidy amounts are used to reduce the plan
premium. There is no filing work to do and no delay to receive your money. The subsidized and fully-
76
insured premium allows the employer to budget for prescription drug costs effectively and affordably.
Premium reduced upfront by projected
• Varying based on —28%of reimbursements
total gross drug spend within 0 Direct subsidy PMPM adjusted by risk score
Reimbursement spend thresholds 0 70% Pharma discount on applicable drugs in Gap
• Monthly, quarterly, or 0 80%federal reinsurance after$6,550 in TrOOP
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annually 0 Low income premium and cost-share assistance
•
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Minimum plan sponsor ffi Defined contribution or voluntary plans
Contribution cv
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Strategy premium contribution permitted
requirement.AE net test.
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• Subsidy cannot be utilized to Subsidy utilized to offset OPEB liabilities CL
Liabilities
offset OPEB liabilities CL
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Risk 0 Plan sponsor assumes risk ffi Shift risk to EGWP
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www.ca p-rx.c
Packet Pg. 116
CELW
Group
Retiree HealthProposal for Monroe County, FL
Prescription Drub Plan Options:
Medicare Part ID Prescription (Drug Benefits
Benefit Period Start January 1, 2021 January 1, 2021 U
Benefit Period End December 31, 2021 December 31, 2021 E
Plan Deductible $0 $0
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31-Day Retail/Mail Copayments
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Generic $15 $15
Preferred Brand $50 $50
Non-Preferred $90 $90
Specialty 20%-$250 Max 20%-$250 Max cu
-Day Retail Copayments
Generic $37.50 $37.50
Preferred Brand $125 $125
Non-Preferred $225 $225 m
Specialty 20%-$750 Max 20%-$750 Max
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90-Day Home Delivery Copayments
Generic $37.50 $37.50
Preferred Brand $125 $125
Non-Preferred $225 $225
Specialty 20%-$750 Max 20%-$750 Max
Coverage Gap Full Coverage Full Coverage
Utilization Management Done Except CMS Required and High Risk Standard Part D
Medication Edits c44
Lifestyle Drugs Covered Not Covered N
All Other Non-Past D Drugs' Covered Covered y
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Coverage Gap; CL
There is no Coverage Gap. Member co-pays above apply. CL
Catastrophic Coverage;
Once the True Out-of-Pocket Cost has reached$6,550, member cost share for generic drugs is the greater of 5%
or$3.70 and for all other drugs,the greater of 5%or$9.20, with a maximum of the co-pays above.
s Most Specialty drugs can only be dispensed u to a 31-day supply,when available.
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Z With the exception of Part B drugs,which are covered by the medical plan.
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Monthly Premium Per Member $188.46 $176.86
Annual Premium (based on 11
members) 296,29 $278,024
WWW.cap-rx,c A
Packet Pg. 117
CELW
Group
Retiree HealthProposal for Monroe County, L
1 Ail;
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This coverage is considered to be Medicare Part D coverage and is provided through Capital Rx,who contracts N
with the federal government.The illustrated premium is subject to change in the event of CMS guidance and
rate changes. Mid-year terminations are not permitted and any premature termination shall incur an early-
termination fee.
Capital Rx Service Area
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All 50 states,the District of Columbia, and Puerto Rico.
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Participating in the Group's Prescription (Drug Coverage
4-
This coverage is available to Medicare-eligible retirees of Monroe County, or those retirees who qualify for
Medicare Part A and/or are enrolled in Medicare Part B. If the retiree is eligible for Medicare,the retiree will be
automatically group enrolled into this prescription drug benefit, effective January 1, 2021 unless the retiree has
opted out of the Plan. Uc�
Formulary
Medicare Premier Access
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Voluntary Generics Policy
No matter who requests the Brand name, Physician or Member, no ancillary charge applies.
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Coverage Gap
Coverage Gap (if applicable) begins at the Initial Coverage Limit which is$4,130 for 2021 or as defined by CMS.
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Compound (Drugs �
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Compound Management Solution applies. Compound Management Solution in place to mitigate compound cv
drug abuse by means of inclusion and exclusion lists. 6
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High-Cost Generic (Drugs
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As defined by Capital Rx, some high-cost generic drugs will be subject to a non-preferred drug copay. CL
Qualifying for Low Income Subsidy and Cost Sharing
If the retiree qualifies for extra help this year,they will receive a document entitled "Important Information for
those who Receive Extra Help Paying for their Prescription Drugs"that has more specific information on your U
premiums and cost-sharing for 2021. Read this important information carefully. If the retiree doesn't know a)
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what level of extra help they qualify for,they can call 1-800-MEDICARE (1-800-633-4227). TTY users should call
1-877-486-2048. o
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www.ca p-rx.c
Packet Pg. 118
CELW
Group
Retiree HealthProposal for Monroe County, FL
E
Standard Part ID Management Programs
Thera !:,CMS approved program that manages drug costs within specific therapy classes by ensuring that
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patients try a front-line or step one drug(usually generics) before a higher cost back-up or step two brand-
name drug is covered. Within specific therapy classes, multiple drugs are available to treat the same condition.
Step Therapy points a new patient to a front-line or step one, lower cost, clinically effective drug in each
therapy group. Evidence-based clinical protocols are used to select front-line or step one drug.
P.rio.r Parz )_gr� CMS approved program that manages plan benefits by ensuring appropriate prescribing
and member usage. For Capital Rx Medicare Standard list of drugs, client agrees to all updates/revisions as
approved by CMS. B vs D require Prior Authorization, if determined to be a Part B drug,then the copay will
CL
process at the Part B co-pay(if covered); if determined to be a Part D drug then the co-pay will process at the
applicable Part D co-pay. Members will be allowed one transition fill for a retail supply(up to 31 day supply)
within the first 90 days of enrollment.
gADftY_L.eveI Li ( sn_CMS approved program that manages prescription costs by ensuring that the quantity of _
units supplied for each copayment are consistent with clinical dosing guidelines.The program is designed to
support safe, effective, and economic use of drugs while giving patients access to quality care. Capital Rx
Medicare clinicians maintain a list of quantity limit drugs,which is based upon manufacturer-recommended
guidelines and medical literature. Online edits help make sure optimal quantities of medication are dispensed
per copayment and per days'supply.
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Income Related Monthly Adjustment Amount(IR AA)
Members whose modified gross income exceeds certain thresholds will be required to pay an extra amount, e
referred to as income related monthly adjust amount, for their Medicare Part D coverage. The Social Security >
Administration will determine which members are required to pay a Part D IRMAA. Please contact us with any
questions regarding IRMAA.
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www.cap-rx.c
Packet Pg. 119
CELW
Group
Retiree HealthProposal for Monroe County, FL
Vendor Profiles
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Benistar is a nationwide leader in the design, installation and administration of post-
65 retiree benefits. We are specifically focused on the administration of retiree
medical and prescription drug plans. We partner with brokers, consultants and TPAs
I IS' AR to provide retiree medical and prescription drugs solutions nationwide. Benistar U
deploys its resources in technology, administration and vendor management to
provide single-source,full-service benefits programs that serve all of our clients'
needs. We are confident in our ability to meet all expectations as your retiree CL
benefits partner with respect to the following four objectives:
4—
• To provide retiree administrative services that meet or exceed the needs retirees
and plan sponsors
• To maximize accuracy within a complex, dynamic environment
• To minimize administrative requirements of maintaining retiree plans
• To actively manage the rising cost of retiree benefits coverage
For over 25 years, Benistar has provided Employers, ERISA Plans,Taft Hartley Trusts, �.
Affinity Groups and Municipalities with best-in-class employee benefits solutions. We m
are an industry leader in delivering innovative risk products and services for retiree, m
contributory and voluntary benefits programs. Benistar's client Plan Sponsors rely on
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us for the most efficient design, installation,communication, and administration of
benefits and insurance-related solutions.
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Our Consulting,Administration, Benefits Outsourcing and Financial Services are >
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provided by a highly trained staff of over 120 professionals dedicated to meeting the
unique needs of our clients. Benistar is geographically and technologically positioned
to serve our current and future customer needs on a national basis with offices
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around the country.
Our Retiree Customer Service Center takes pride in helping members solve problems
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to completion. Because Benistar is focused on retiree medical and prescription drug
programs,we have the expertise to answer questions and solve issues related to the y
Medicare environment. We stay on the phone with the retiree and assist them in 0
calling carriers or third-party vendors until the problem is resolved.
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Benistar provides retiree health and retirement plans and administration for more CL
than 1,600 plan sponsors throughout the U.S. We administer more than $300 million
in premiums annually.
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www.cap-mc
Packet Pg. 120
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BUSINESS ASSOCIATE AGREEMENT
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THIS BUSINESS ASSOCIATE AGREEMENT ("Agreement") is effective as of August 19,
2020 by and between Monroe County Board of County Commissioners ("Covered Entity") and Capital
Rx Inc. ("Capital Rx"). Covered Entity and Capital Rx are each a"Party"and collectively the "Parties." do
RECITALS.
1. Covered Entity has engaged Capital Rx to provide certain functions, activities, and
services (collectively "Services") to Covered Entity as described in the Parties' PBM services E
agreement("Services Agreement").
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2. In order for Capital Rx to perform the Services required by the Service Agreement,
Covered Entity will make available and/or transfer to Capital Rx certain Protected Health
Information and Electronic Health Information (collectively, "PHI") that is confidential and must
be afforded special treatment and protection pursuant to the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") and its implementing regulations (45 C.F.R. Parts 160-
164) ("HIPAA Rules") (all as amended by the Health Information Technology for Economic and
Clinical Health Act, Division A of Title XIII of the American Recovery and Reinvestment Act of
2009,Public Law 111-005 (the "HITECH Act")).
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3. Capital Rx will create, have access to and/or receive from Covered Entity (or on
behalf of Covered Entity) certain PHI that can be Used or Disclosed only in accordance with this
Agreement and the Privacy Rule.
4. Covered Entity and Capital Rx intend to protect the privacy and provide for the
security of PHI Disclosed to Capital Rx pursuant to this Agreement in compliance with HIPAA
and the HIPAA Rules.
5. As part of the Privacy Rule, Covered Entity must enter into a contract with Capital
Rx containing specific requirements as set forth in, but not limited to, Title 45, Sections
164.308(b), 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations, and 0)
contained in this Agreement,before Disclosing PHI to Capital Rx.
Therefore, in consideration of the mutual promises and obligations set forth in this Agreement
and the Services Agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Covered Entity and Capital Rx agree as follows:
ARTICLE I.
Definitions
2
1.1. Meaning of Terms. C
(a) Breach Notification Rule means the Standards for Notification in the Case of Breach of I i
Unsecured Protected Health Information at 45 CY R Parts 160 and 164, as amended. e�
(b) Privacy Rule means the Standards for Privacy of Individually Identifiable Health
Information at 45 CFR Parts 160 and 164,as amended.
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C.1.f
(c) Protected Health Information ("PHI") has the same meaning as the term "protected
health information" at 45 CFR § 160.103, limited to the information created or received E
by Capital Rx from or on behalf of Covered Entity. References to PHI shall include
Electronic Protected Health Information ("ePHI").
(d) Security Rule means the Security Standards for Protecting Electronic Health Information 'n
at 45 CFR Parts 160 and 164, as amended.
1.2. Other Terms. Other capitalized terms shall have the meaning ascribed to them in the
context in which they first appear. Terms used, but not otherwise defined, in this Agreement shall
have the same meaning as those terms in 45 CFR Parts 160, 162, and 164. Any reference to a
regulation or section in the Code of Federal Regulations shall include any corresponding regulation
subsequently issued regardless of the date of issue.
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ARTICLE II.
General Terms
2.1. Interpretation of Provisions. In the event of an inconsistency between the provisions of
this Agreement and the mandatory terms of the HIPAA Rules (as may be expressly amended from
time to time by the U.S. Department of Health and Human Services ("HHS") or as a result of final F
interpretations by HHS, an applicable court, or another applicable regulatory agency with authority
over the Parties),the HIPAA Rules shall prevail.
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2.2. Provisions Permitted by HIPAA Rules. Where provisions of this Agreement are different
from those mandated by HIPAA or the HIPAA Rules, but are nonetheless permitted by HIPAA or the
HIPAA Rules,the provisions of the Agreement shall control. >
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2.3. Conflicts with Services Agreement. In the event of an inconsistency between the
provisions of this Agreement and the Services Agreement, the provisions of this Agreement shall
prevail.
ARTICLE III.
Obligations and Activities of Capital Rx W
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3.1. Limits on Use and Disclosure. Capital Rx agrees to not Use or further Disclose PHI
other than as permitted or required by this Agreement or as Required By Law.
3.2. Safeguards. Capital Rx agrees to use reasonable and appropriate administrative, physical
and technical safeguards with respect to ePHI to prevent Use or Disclosure other than as required by
this Agreement. Capital Rx will comply with applicable provisions of the Security Rule.
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3.3. Report of Improper Use or Disclosure or of Security Incidents.
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(a) Capital Rx agrees to report to Covered Entity any Use or Disclosure of PHI not provided ,
for by this Agreement, and any Security Incident, of which Capital Rx becomes aware. X�
(b) Notwithstanding the provisions of Section 3.3(a) above, The Parties agree that this
paragraph constitutes notice by Capital Rx to Covered Entity, with no further notice
required, of the ongoing occurrence of attempted but unsuccessful Security Incidents
including, but not limited to, pings and other broadcast attacks on Capital Rx's firewall
port scans, attempts to log on a system or enter a database with an invalid password or
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username, and denial-of-services attacks that do not result in a server being taken off-
line, provided these attempted Security Incidents do not result in actual unauthorized m
access, Use, Disclosure, modification, or destruction of PHI or interference with an CD
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information system.
3.4. Report of Breach of Unsecured PHI. Capital Rx shall notify Covered Entity of a Breach
of Unsecured PHI within seven (7) business days of when Capital Rx discovers the Breach. Capital u
Rx will be deemed to have "discovered" a Breach as of the first day on which the Breach is known, or W
by exercising reasonable diligence would have been known, to any person, other than the person
committing the Breach, who is an employee, officer, or other agent of Capital Rx. Capital Rx's
notification shall be in writing and shall identify each Individual whose Unsecured PHI has been, or is
reasonably believed by Capital Rx to have been, subject to the Breach. Capital Rx shall include the M
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following information in its notification of Breach to Covered Entity, or promptly thereafter as
0
information becomes available:
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(a) A description of the Breach, including the date of the Breach and the date of the
discovery of the Breach, if known; 0.
(b) A description of the types of Unsecured PHI that were involved in the Breach _
(such as whether full name, social security number, date of birth, home address,
account number, credit card numbers, diagnosis, disability code or other types of
PHI were involved); and E
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(c) A description of what Capital Rx is doing to investigate the Breach, to mitigate
the harm to Individuals, and to protect against further Breaches. 0
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3.5. Agents and Subcontractors. Capital Rx will ensure that any agent, including a
0.
Subcontractor, to whom Capital Rx provides PHI received from, or created or received by Capital Rx
on behalf of, Covered Entity, agrees in writing to the same restrictions and conditions that apply
through this Agreement to Capital Rx with respect to PHI. The written agreement shall also require the
agent or Subcontractor to implement reasonable and appropriate administrative,physical, and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of
ePHI that it creates, receives,maintains, or transmits on behalf of Covered Entity. W
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3.6. Availability of Internal Practices, Books and Records. Capital Rx shall make internal
practices, books, and records relating to the Use and Disclosure of PHI received from, or received by
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Capital Rx on behalf of, Covered Entity available to the Secretary in a time and manner designated by
the Secretary, for purposes of determining Covered Entity's compliance with the HIPAA Rules.
Capital Rx shall notify Covered Entity, in writing, of any request by the Secretary under this Section in
a manner that is consistent with its ethical duties of confidentiality and the attorney-client privilege.
0
3.7. Access to Records. Capital Rx shall provide access, at the request of Covered Entity, and
in the time and manner designated by Covered Entity, to PHI in a Designated Record Set to Covered
Entity or, as directed by Covered Entity, to an Individual, in order to meet the requirements under 45
CFR § 164.524 with regard to providing an Individual with a right to access the Individual's PHI. If
any Individual requests access to, or the release pursuant to an authorization or otherwise of, PHI ,
directly from Capital Rx or its agents or Subcontractors, Capital Rx shall notify Covered Entity in
writing within seven (7) business days of the request. Covered Entity shall have sole authority and
responsibility to approve or deny such a request, and shall notify Capital Rx, in writing, of its decision
to approve or deny any such request.
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3.8. Amendments to PHI. Capital Rx agrees to make PHI in a Designated Record Set
available, in the time and manner designated by Covered Entity, for any amendments that Covered
Entity agrees to make pursuant to 45 CFR § 164.526, or to otherwise allow Covered Entity to comply
with its obligations under 45 CFR§ 164.526. If an Individual requests amendment of PHI contained in
a Designated Record Set directly from Capital Rx or its agents or Subcontractors, Capital Rx shall
notify Covered Entity in writing within seven (7) business days of the request. Covered Entity shall N
have sole authority and responsibility to approve or deny such a request, and shall notify Capital Rx, in
writing, of its decision to approve or deny any such request.
3.9. Documentation and Accounting of Disclosures.
E
(a) Capital Rx shall document such Disclosures of PHI and information related to suchCL
Disclosures as would be required for Covered Entity to respond to a request by an
Individual for an accounting of Disclosures of PHI under 45 CFR § 164.528. Such -
documentation shall be kept regarding all Disclosures of PHI except the Disclosures
described in 45 CFR § 164.528(a)(1). For each such Disclosure, Capital Rx shall
document the following information: (i) the date of the Disclosure; (ii) the name of the
entity or person who received the PHI and, if known,the address of such entity or person;
(iii) a brief description of the PHI Disclosed; and (iv) a brief statement of the purpose of
the Disclosure that reasonably states the basis for the Disclosure.
(b) Capital Rx shall provide to Covered Entity or an Individual, in the time and manner E
designated by Covered Entity, information collected in accordance with subsection (a) of 2
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this Section of this Agreement, to permit Covered Entity to respond to a request by an
Individual for an accounting of Disclosures of PHI under 45 CFR § 164.528. If a request
76
for an accounting is delivered directly to Capital Rx or its agent or Subcontractor by an >
Individual or a person other than Covered Entity, Capital Rx shall within seven (7) c
0.
business days of such request, forward it to Covered Entity in writing. Capital Rx shall,
unless otherwise directed by Covered Entity or as Required By Law, supply an W
accounting of Disclosures of PHI only to Covered Entity.
3.10. Disclosure of Minimum PHI. Capital Rx shall comply with the minimum necessary
standard set forth in 45 CFR §164.502(b) when Using or Disclosing or requesting PHI from Covered W
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Entity or other third parry, and shall Use, Disclose, or request the minimum PHI necessary to
accomplish the intended purpose of the Use, Disclosure, or request.
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3.11. Response to Subpoena. Capital Rx shall promptly notify Covered Entity if it receives a
subpoena or other legal process seeking the Disclosure of PHI. Capital Rx agrees to allow Covered
Entity to control the response to any such subpoena or legal process, so long as Covered Entity does so
in a reasonable and timely fashion that does not subject Capital Rx to legal prejudice.
3.12. Notification of Claims. Capital Rx shall promptly notify Covered Entity upon 2
notification or receipt of any civil or criminal claims, demands, causes of action, lawsuits, or 0
governmental enforcement actions arising out of or related to this Agreement or the PHI, regardless of ,
whether Covered Entity and/or Capital Rx are named as parties in such claims, demands, causes of
action, lawsuits, or enforcement actions.
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ARTICLE IV. °'
Permitted Uses and Disclosures by Capital Rx
4.1. Use or Disclosure to Perform Functions, Activities, or Services. Except as otherwise
limited in this Agreement, Capital Rx may Use or Disclose PHI to perform those functions, activities,
or services that Capital Rx performs for, or on behalf of, Covered Entity, provided that such Use or
Disclosure would not violate the Privacy Rule if done by Covered Entity. Any such Use or Disclosure
shall be limited to those reasons and those persons and entities as necessary to meet Capital Rx's
obligations. In all circumstances, Capital Rx shall limit such Uses and Disclosures to the minimum
amount of PHI that is necessary to fulfill those obligations.
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4.2. Appropriate Uses of PHI. Except as otherwise limited in this Agreement, Capital Rx may
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Use PHI for the following purposes: a the proper management and administration of Capital Rx; (b)
to carry out the legal responsibilities of Capital Rx; (c) to report violations of the law to appropriate
Federal and State authorities consistent with 45 CFR § 164.5020)(1); or(d) as otherwise Required By
Law.
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4.3. Appropriate Disclosures of PHI, Confidentiality Assurances and Notification. Except as
otherwise limited in this Agreement, Capital Rx may Disclose PHI to a third parry for the proper
management and administration of Capital Rx, or to carry out the legal responsibilities of Capital Rx, E
provided that Disclosures are Required By Law, or Capital Rx obtains reasonable assurances from the
person to whom the information is Disclosed that it will remain confidential and Used or further
Disclosed only as Required By Law or for the purpose for which it was Disclosed to the person, and
the person notifies Capital Rx of any instances of which it is aware in which the confidentiality of the >
information has been breached. c
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4.4. Data Aggregation Services. If Capital Rx provides Data Aggregation services, Capital
Rx may Use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 CFR
§ 164.504(e)(2)(1)(B), except as otherwise provided by this Agreement.
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ARTICLE V.
Obligations of Covered Entity
5.1. Notice of Privacy Practices. Covered Entity shall provide Capital Rx with the notice of
privacy practices that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any
changes to such notice.
5.2. Change or Revocation of Permission. Covered Entity shall provide Capital Rx with any
changes in, or revocation of, permission by an Individual to Use or Disclose PHI, if such changes
affect Capital Rx's permitted or required Uses and Disclosures. Capital Rx shall comply with any such
changes or revocations.
5.3. Restrictions on Use or Disclosure. Covered Entity shall notify Capital Rx of any
restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45
CFR§ 164.522. Capital Rx shall comply with any such restrictions.
5.4. No Request to Use or Disclose in Impermissible Manner. Except as allowed in Sections
4.2 and 4.3, Covered Entity shall not request Capital Rx to Use or Disclose PHI in any manner that
would not be permissible under the Privacy Rule if done by Covered Entity.
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ARTICLE VI.
Term and Termination m
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6.1. Term. The Term of this Agreement shall be effective as of the date first documented C
above, and shall terminate when all PHI provided by Covered Entity to Capital Rx, or created or M
received by Capital Rx on behalf of Covered Entity, is destroyed or returned to Covered Entity.
6.2. Termination with Cause. Upon either Party's knowledge of a material breach by the other W
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Party,the non-breaching Parry, in its discretion,may take either or both of the following actions:
(a) Provide an opportunity (in a reasonable time frame determined by the non-breaching E
Party) for the breaching Party to cure the breach or end the violation, and if the breaching
CL
Party does not cure the breach or end the violation,terminate this Agreement; or
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(b) Immediately terminate this Agreement. x
6.3. Changes in Law. In the event of passage of a law or promulgation of a regulation or an 0.
action or investigation by any regulatory body which would prohibit the relationship between the
Parties, or the operations of either Parry regarding the subject of this Agreement, the Parties shall
attempt in good faith to renegotiate the Agreement to delete the unlawful provision(s) so that the
Agreement can continue. If the Parties are unable to renegotiate the Agreement within thirty (30)
calendar days, the Agreement, and any other agreement or relationship between the Parties related to E
the Services, shall terminate immediately upon written notice of either Party. CD
6.4. Effect of Termination.
(a) Except as provided in paragraph (b) of this Section 6.4: upon termination of this
Agreement for any reason, Capital Rx shall return or destroy all PHI received from
Covered Entity, or received by Capital Rx on behalf of Covered Entity. This provision --
shall apply to PHI that is in the possession of Subcontractors or agents of Capital Rx.
Capital Rx shall retain no copies of the PHI.
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6.5. Retention of PHI. W
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(a) In the event that Capital Rx determines that it is necessary to retain some or all of the PHI
to continue its proper management and administration or to carry out its legal Ui
responsibilities, Capital Rx shall provide to Covered Entity written notification of such
need. Capital Rx may retain only the PHI that is necessary for Capital Rx to continue its
proper management and administration or to carry out its legal responsibilities, but
Capital Rx shall return or destroy all other PHI pursuant to Section 6.4(a). Capital Rx 0
shall not Use or Disclose retained PHI other than for the purposes for which the PHI was
retained and subject to the same conditions set forth in this Agreement that applied prior
to this Agreement's termination. Capital Rx shall return or destroy the retained PHI
pursuant to Section 6.4(a) when Capital Rx no longer needs it for its proper management ,
and administration or to carry out its legal responsibilities. XI
ARTICLE VIL
Miscellaneous
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7.1. Assi n e. This Agreement shall be binding upon and inure to the benefit of the
respective legal successors of the Parties. Neither this Agreement nor any rights or obligations m
hereunder may be assigned, in whole or in part,without the prior written consent of the other Party. °CD
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7.2. Amendment. The Parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Covered Entity to comply with the requirements of
HIPAA and the HIPAA Rules. a
7.3. Re u_ l�atory References. A reference in this Agreement to a section in the HIPAA Rules
means the section as in effect or as amended, and for which compliance is required.
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7.4. Entire Agreement. This document,together with any written schedules, amendments andCL
addenda, constitute the entire agreement of the Parties and supersedes all prior oral and written
agreements or understandings between them with respect to the matters provided for herein.
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7.5. Governing._ Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida to the extent that the provisions of HIPAA or the HIPAA Rules do not
preempt the laws of the State of Florida.
7.6. Modifications. Any modifications to this Agreement shall be valid only if made in
writing and signed by a duly authorized agent of both Parties.
7.7. Notice. Any notice required or permitted to be given by either Party under this
Agreement shall be sufficient if in writing and hand delivered (including delivery by courier) or sent CD
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by postage prepaid certified mail return receipt requested, as follows: 0
If to Covered Entity: If to Capital Rx:
Monroe County Attorney's Office Attention: Legal
I I 1112th St. 4408 228 Park Avenue S., Suite 87234,
Key West, FL 33040 New York,New York 10003
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7.8. Severability. The Parties agree that if a court determines, contrary to the intent of the
Parties, that any of the provisions or terms of this Agreement are unreasonable or contrary to public
policy, or invalid or unenforceable for any reason in fact, law, or equity, such unenforceability or
validity shall not affect the enforceability or validity of the remaining provisions and terms of this
Agreement. Should any particular provision of this Agreement be held unreasonable or unenforceable
for any reason, then such provision shall be given effect and enforced to the fullest extent that would
be reasonable and enforceable.
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7.9. Waiver of Breach. No failure or delay by either Party in exercising its rights under this
Agreement shall operate as a waiver of such rights, and no waiver of any breach shall constitute a
waiver of any prior, concurrent, or subsequent breach.
i
7.10. Titles. Titles or headings are used in this Agreement for reference only and shall not
have any effect on the construction or legal effect of this Agreement.
7.11. Independent Contractors. For purposes of this Agreement, Covered Entity and Capital
Rx are and will act at all times as independent contractors. None of the provisions of this Agreement
are intended to create, nor shall be deemed or construed to create, any relationship other than that of
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independent entities contracting with each other for the purpose of effecting this Agreement. None of
the provisions of this Agreement shall establish or be deemed or construed to establish any m
partnership, agency, employment agreement or joint venture between the Parties.
7.12. No Third Party Beneficiaries. It is the intent of the Parties that this Agreement is to be
effective only in regards to their rights and obligations with respect to each other. It is expressly not
the intent of the Parties to create any independent rights in any third party or to make any third-party
beneficiary of this Agreement and no privity of contract shall exist between third parties and each W
party.
Each Party to this Agreement warrants that it has full power and authority to enter into this E
Agreement, and the person signing this Agreement on behalf of either Party warrants that he/she M
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has been duly authorized and empowered to enter into this Agreement.
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COVERED ENTITY: CAPITAL RX: 6
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By: By: A !
Title: Title:
Vice President of Legal
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