08/19/2020 Agreement fact,♦��,11
Kevin Madok, CPA
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r
Clerk of the Circuit Court&Comptroller—Monroe County, Florida
DATE: October 16, 2020
TO: Bryan Cook, Director
Employee Services
FROM: Pamela G. Hanco` ..
SUBJECT: August 19th BOCC Meeting
Attached is an electronic copy of the following item for your handling:
CI Three-year Agreement with Capital Rx, Inc., to provide Pharmacy Benefits
Management services and an Employer Group Waiver Program for employees, retirees, and
dependents beginning January 2, 2021; and the Business Associate Agreement.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145
305-852-7145
PHARMACY BENEFIT MANAGEMENT
SERVICES AGREEMENT
THIS AGREEMENT (hereinafter"Agreement") is effective on January 1, 2021 ("Effective Date"), by
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. #87234, 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
WHEREAS, Sponsor provides for the payment of prescription drugs and related services for persons
eligible to receive such benefits; and
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
set forth herein, Capital Rx and Sponsor agree as follows:
1. DEFINITIONS
The following terms shall have the following meanings:
"30-Day Supply"means a Claim with a days supply less than or equal to 83 days.
"340B Claim"is a Claim which has been processed under Section 340B of the Public Health Service Act.
"90-Day Supply"means a Claim with a days supply greater than 83 days.
"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
"Affiliate"means any entity that controls,is controlled by,or is under common control with such specified
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.
"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..
"Benefit Builder" means the form on which Sponsor specifies the Benefit Design and other information
necessary for Capital Rx to perform services.
"Benefit Design" means the specifications applicable to the Plan, including but not limited to Covered
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
drugs or services under Sponsor's benefit plan.
"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.
"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
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.
"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
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.
"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"3".
"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.
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"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
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.
"Drug" means a pharmaceutical or pharmaceutical compound. This includes, without limitation, all
products with a Medi-Span GPI-2 distinct from 97 or 94.
"Effective Rate Guarantee" means during the relevant time period the value I (one) minus the sum of
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.
"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), "II"" (institutional pharmacy), "12" (MCO pharmacy), "13" (DME
supplier), "16" (nuclear pharmacy), "17" (Military pharmacy), "Is" (Compounding), "19" (Oxygen
equipment), "20" (Nursing facility), "21" (Customized equipment), "22" (dialysis equipment), "2313
(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
effectiveness, as well as the associated management programs and controls, and which may be updated
from time to time.
"Generic" means those Drug or Supplies that have a Medi-Span Multi Source Code of"Y" or a DAW 5
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.
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"HIPAA"means the Health Insurance Portability and Accessibility Act of 1996, as amended from time to
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.
"Law" means any applicable federal, state and local laws, rules, regulations, administrative guidelines,
judicial or administrative order or agreement with any governmental agency, unit or subdivision, as such
may be amended from time to time.
"Limited Distribution Drug" means Drugs or Supplies whose manufacturer limits distribution and/or
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
established,developed,adopted,and/or managed by Capital Rx. Capital Rx's MAC Lists and paymenticost
schedules are frequently updated.
"Mail Order Pharmacy"means a pharmacy that(1)is licensed under Law,(2)dispenses prescription drugs
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
Pharmaceuticals under one of the Sponsor's Groups.
"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
chains are explicitly excluded.
"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,
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.
"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.
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"Plan"means Sponsor's drug benefit program that offers certain Covered Pharmaceuticals to Members.
"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.
Rebates also include any Copay Assistance amount where such Copay Assistance program is managed by
or on behalf of Capital Rx or its Affiliates.
"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
with Ancillary Charges, Claims with Copay Assistance, Discount Card Claims, Claims for Members with
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-
Day Brand guarantee for the purposes of this Agreement.
"Rejected Claim"means any Claim that is not approved for payment. Without limiting the generality of the
foregoing, any Claim where NCPDP field 501-Fl (header response status) is not "A" (accepted) where
NCPDP field 112-AN (transaction response status) has any value other than"A"(accepted)or"P"(paid)
or where NCPDP field 510-FA (reject count) is present or has a value other than 0 is a Rejected Claim.
"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.
"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
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with, or is an Affiliate of, Capital Rx in order to provide Covered Pharmaceuticals to Members. For
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.
"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
monitoring supplies,medication pumps,tubing, syringes,gauze pads,sharps containers,lancets,test strips,
other supplies,and durable medical equipment.Note that without limitation all products with a Medi-Span
GPI-2 of 97 or products that are Diagnostics are considered Supplies.
"Usual and Customary Charge" or "U&C" means the amount that, at the time of dispensing, a Retail
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. CAPITAL RX OBLIGATIONS
2.1 Services. Capital Rx shall provide the PBM Services set forth in Schedule A.
2.2 Program Materials. Capital Rx shall supply all forms necessary for Capital Rx to implement and
administer the Plans under this Agreement.
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,
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.
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 al I information contained
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
Share information provided to Members, etc.)that is reasonably required for Capital Rx to perform
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
fees, shall be agreed upon in writing.
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
Members as reasonably required to perform the PBM Services.
3.5 Exclusivity. Capital Rx is the exclusive provider andor 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.
4. FINANCIAL ARRANGEMENTS
4.1 Payment for Services. Sponsor will pay Capital Rx for all services provided under this Agreement
in accordance with the pricing terms set forth in Schedule B.
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
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
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 Pay,ments. 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
Iimited to reasonable attomeys' fees and expenses.
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.
4.5 Eligibility 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
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
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.
4.9 Financial Statements. Upon request,Sponsor will provide a copy of its most recent audited financial
statements to Capital Rx.
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 Upon 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
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
Rx.
5.4 Florida Public Records Law—Records Access and Audits: For the purpose of this section, Capital
Rx is referenced as"Contractor".
Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records
laws of the State of Florida, including but not limited to:
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
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
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
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
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, bradlcy-
bria al`mon roecOLi ty-fl.gov, c/o Monroe County Attorney's Office, 1111 121h
St., Suite 408, Key West FL 33040.
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
9
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.
6.2 Treatment of Confidential Information. The Receiving Party agrees to hold the Disclosing Parry's
Confidential Information in strict confidence and to take reasonable precautions to protect such
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
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
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
hereunder was known by the Receiving Party, provided that there has not been a violation of any
confidentiality obligation to the Disclosing Party,(b) is or subsequently becomes publicly available
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.
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
commercially reasonable efforts to obtain confidential treatment of the Confidential Information from
the recipient of such information.
6.5 Programs. Any clinical and other programs implemented by Capital Rx, including any Formulary,
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 Parry'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
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.
7. TERM AND TERMINATION
7.1 Term. This Agreement is for an initial term of three(3)years from the Start Date("Initial Term"),
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
notice of its intent not to renew at least ninety (90) days prior to the expiration of the then current
term.
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.
(b) Notwithstanding the provisions of Section 7.2(a), in the event of a payment default by
Sponsor under Section 4,Capital Rx shall provide written notice of such default to Sponsor.
If Sponsor does not cure the payment default within ten (10) days after receiving such
notice, Capital Rx may terminate this Agreement on written notice to Sponsor.
(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.
(e) By mutual written consent of the Parties; or
(f) As otherwise permitted in this Agreement.
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.
7A 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,
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 Party 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 7.1, but
Capital Rx shall be paid for all services rendered up to the date of termination.
8. INDEMNIFICATION AND RELATED MATTERS
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"),
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
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 Parry"), 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
Party")shall provide prompt written notice of any Action to the Party from whom indemnification is
sought(the"Indemnifying Party"),provide reasonable assistance to the Indemnifying Party,not settle
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; provided, however,
that if the Indemnified Party does not give timely notice, the Indemnifying Party shall not be liable
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 Parry 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 occurrencel$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,
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/$1 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.
Prior to execution of this Agreement by the Sponsor, Capital Rx must produce certificates of
injurance showing coverages in force as listed above. Thereafter,Capital Rx shall keep the coverages
in force throughout the term of this Agreement and shall produce certificates whenever a coverage
lapses or expires.
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 relies on First Data Bank,Medi-Span or other industry comparable databases
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
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,
appropriate or effective for any Member. In addition, services provided by Capital Rx, including
without limitation any utilization management services, are not intended to substitute for the
professional judgment and responsibility of the Member's physician.
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
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 or willful 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.
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
or fiduciary of a Plan or any Group,as applicable,as those terms are used in the Employee Retirement
Income Security Act, including applicable regulations. Capital Rx provides solely ministerial service
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
agreements and understandings between the Parties, both written and oral, relating to the subject
matter hereof.
9.4 Amendment. This Agreement may be amended only in writing when signed by a duly authorized
representative of each Party.
9.5 No Third Party Beneficiary. The Agreement is solely for the benefit of the Parties,and is not intended
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.
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 Maieure. Neither Party will be deemed to have breached this Agreement or be responsible for
any failure of performance hereunder if the Party was prevented from complying with its obligations
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.
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.
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 wi 11 meet and make a good faith effort to resolve
the dispute.
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:
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
New York,NY 10003
Attention: Legal
Any notice shall be deemed to have been given as of the date of hand delivery or as of the date of
receipt if delivery is via cerfiied mail or a nationally recognized courier service, as the case may
be.
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.
15
9.17 Survival. The provisions of Sections 4, 5, 6, 8, 9.14 and 9.15 will survive the termination of this
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
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.
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. EMPLOYER GROUP WAIVER PLAN [EGWPI
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
and regulations governing such plans. The terms and conditions by which the EGWP will be
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
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
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
the signatures of duly authorized officers.
SPONSOR CAPITAL RX,INC.
BOARD OF C T OMMISSIONERS
OF MONRO A
By: By: Luna.AG«�
Name: Hea er Carruthers Name: Laura Alemz✓adeh
Title: //jj Mayor Title: Vice President of Legal
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APPROVED AS TO FORM AND CONTENT:
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SCHEDULE A
PBM SERVICES
Capital Rx will provide the PBM Services set forth in this Schedule A.
1. RETAIL PHARMACY
A. Network Management. 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.
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.
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. Help 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:
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.
2. Auditing. Desk audits on selected pharmacies to ensure compliance with the terms of
the pharmacy agreement.
3. Audit Recoveries. Capital Rx will provide one hundred percent (100%) of all audit
recoveries to Sponsor.
E. Pricing & Reconciliation. The pricing and reconciliation teens applicable to Retail
Pharmacies are set forth in Schedule B.
2. MAIL ORDER PHARMACY
A. Services. Capital Rx shall maintain, operate and/or provide a Mail Order Pharmacy that
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.
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
by an appropriately completed order form and the payment of any applicable Cost Share.
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
use in order to speak with a pharmacist or other appropriate representative. Capital Rx will
provide materials explaining how to access and use the Mail Order Pharmacy.
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
refusal to fill a prescription. Further, nothing herein shall be construed to require the Mail
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
A. Services. Capital Rx shall maintain, operate andlor 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.
B. Pricing& Reconciliation. The pricing and reconciliation terns applicable to the Specialty
Pharmacy are set forth in Schedule B.
4. FORMULARY AND REBATE ADMINISTRATION
A. Establishment of Formulary. Capital Rx shall establish and provide a Formulary for
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
generic availability. Capital Rx shall work with Sponsor to effect the adoption,
distribution, and implementation of such Formulary.
B. Formulary Programs. Capital Rx may implement its standard formulary management
programs, which may include communications with Members, pharmacies, andlor
physicians, clinical or other coverage rules/criteria, compliance and/or adherence
programs, generic substitution andlor 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
1
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
Formulary, programs, and any related clinical or other coverage rules or criteria.
5. CORE ADMINISTRATIVE SERVICES
Capital Rx will provide the following Core Administrative Services,which are included within the
Core Administrative Fee set forth in Schedule B:
A. Eli6bility Services
1. -Administration of eligibility based upon Sponsor-provided information in a format
acceptable to Capital Rx
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
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
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
Sponsor employees only
D. Customer Service
1. 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
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 and/or prescribers to promote health and/or
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
G. Member Web Portal
1. Drug lookup
2. Pharmacy lookup
3. Formulary, Mail Order,and Claim information
W. Claims Runout(post-termination)
1. Upon Sponsor request, Capital Rx will pay Claims incurred prior to termination but
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
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)
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.
C. The services set forth under this Section 7 are Value Added Administrative Services,
except that administrative (non-clinical) initial coverage determinations are included
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
Parties further agree that any financial penalties determined under this Agreement payable by Capital Rx
shall be payable solely on the account of a failure to satisfy its Performance Guarantee(s)and the payment
of any financial penalties shall not serve to waive any material breach by Capital Rx of its duties under this
Agreement.
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 a]I 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;
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.
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)
days following the month report card is delivered,
Performance Guarantees Measured on Capital Rx Book of Business Baais:
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
maintenance. This standard will not apply when Capital Rx does not have total control over the
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.
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
prescriptions(as recorded by Capital Rx's systems)multiplied by the number of 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%systems)multiplied by the number of days 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.
Member Services- First Call Resolution. Capital Rx guarantees that inbound calls to Capital Rx's
toll-free Line will have a blockage rate of I%or less. This Performance Guarantee is reported and
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:
((total number of electronic retail and mail service paid Claims processed in sample)-(number of
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.
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.
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 a 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.
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
32
Satisfied, Satisfied, Dissatisfied, Very Dissatisfied. Capital Rx shall be responsible for survey
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
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.
This Performance Guarantee is measured and reported on a Contract Year and Sponsor specific
basis.
�3
SCHEDULE E
ATTACHMENTS A-E
J
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
oovemment procurement or non-procurement oroorams. or are listed in the
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,
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
dreurnstancetype 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.
Printed Name of Representative:
n Roscia, Vice President, Strategy
Signature/Date: 4Q I
2020
Company Name: Capital Rx
Address: 85 Broad Street
City/State/Zip: w o
rk
SSN or EIN No: - _w
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:
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,terrns, 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 and of County Commissioners' (MCBOCC)
vAll rely an 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 fime 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,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
19 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 all bear no responsibility
or liability for any agreements between Proposer and the other Ins fitution(s)
who desire to exercise this option.
VENDOR LEGAL NAME: Capital Fix
AUTHORIZED SIGNATURE. DATE:
QM020
PRINT NAME: Ron Roscla TITLE: Vice President,Strategy
18
ATTACHMENT C
Agreement Standard Terms & Conditions
1. Dellivety 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.
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.
6. 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
and the Proposer's standard Terms of Service (4TOS"), 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. QQpyright, Trademark, Service Mark, or Patent Infringes
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
ik) Remove the products or discontinue the services and cancel any future
charges pertaining thereto, provided, however, that Proposer will not
exercise option b,ii,., 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
h) The use of the products or services in a manner for which the products or
services were neither designated nor contemplated,or
fli) The claimed infringement in which MCBOCC, has any direct or indirect
interest by license or otherwise, separate from that granted herein.
8. TgrMination 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.
21
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 tQr 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
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 Prope ft. 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
14. f!adnershiWoint 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
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.
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. Assignment Written Consent-R2quired. The provisions of this Agreement shall
23
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.
20. EQme Maleure. 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, QQygming 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. Mgdificafign Qf Agreemen . This Agreement may be modified only by prior written
amendment executed by all parties and their signatories hereto.
23. WAiye . 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. ilverabilitv. 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. E!rivacy. 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. 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
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 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
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 1 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.
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
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. QQmpliancg with the Amerigana With Disabilities Ac . 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:
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
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 Deeps 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
technology systems of Monroe County,.
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, dike, -
ri r7 ,monrce ou -tl. , c/o Munroe County Attorney's Office, 1111
12th St., Suite 408, KeyWest FL 33040.
33. Eff ctiyg D .. 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 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.
287,01 for CATEGORY TWO ($35,000) for a period of 30 months following the
date of being placed on the convicted vendor list..
ATTACHMENT D
NON-COLLUSION AFFIDAVIT
I, of the city of kCf L,4e (;z> according
to law on my oath, and under penalty of perjury, depos�e and say that:�
le)
am _ ni OJ L,A of the firm of
the respondent making the Proposal for the
project described in the Notice for Calling for bids for: C_o,,,7--� jeZ_1
and that I executed the said proposal with fut(authorfty 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
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.
3 1?ola
(Signature of Respondent) (Date)
STATE OF; rt"ef'dA
COUNTY OF:
PERSONALLY APPEARED BEFORE ME, the undersigned authority, iroAl4c4 )CO-s
.. who, after first being sworn by me, (name of individual signing) affixed his/her
signature in the space provided above on thls ay of 0—2-b
28
NOTARY PUBLIC
My Commission Expires:
M.
i MYCOMMONOGG331070
a R 7®
6n4 U,
ATTACHMENT E
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
rAPIT-m_ e>,- -
(Nafrie 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,
6. Makes a good faith effort to continue to maintain a drug-free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the
above requirements.
STATE OF 0 r-( Doq
Meaalf (Signature of espondent)
COUNTY OF
31:30 ,�o
/ I Date
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
)eo,4 A C Q A?Oxc.iA who, after first being sworn by me, (name of individual signing)
affixed his/her signature in the space provided above on this
29
E?
day f ---- 0
y commission expires: NOTARY lJ LI
SCHEDULE F
EGWP
e
G � i
rm*Kmke.e Rea l for:Momoe County,Fl.
Proposal Summary
e appremw the opporturity to propow a grrsup retreep meet the needs of
NbnroeQxmIye retwee pDpukabon The proposeelprmCrarnis "-wzured
r
Croup Medrare Part D presoVOrm drug plan for the - '
.1anuary 1,
Highlights the r° Medicare Prescfipltion Drug Plan
The proposed prescipboo pRans art«Unp (EG ),provided t
Caphai Rx. Capdal Rx subconvarn(GW s4vvice5 dovugh Senistar Admwusmarve Sermes,who uses,
ExpressI, (£ �as the
Niedp=id and e services(CMS)to serer as a Medware Part[5 . l
traBene"and. E. C,manages p D phnw-
Featmes
dimAnle-
Fdl the Donart l n descgnsara avadable,that fill re,ftrt D Cowrage Gap,
cenunm*referred to as t can cover brand drupand CmwwvN ki the
cowerage p,or jus8 genencs, a ro s demred
w -ftA pkas stwulardly pw a numornurn on
Cat-astruphirropaysjc ,--it ties coverage phase,roembers will rwoer
a /roans arar is erxc*e&that - . Inn
Cmered _Broadest formulary that wwkmses coverage for @A drugs elilpbie under re
Pan ,and strocUrdly covers Nxm-pary D drugs with the exception of Part 6 drugs(typically
covered by rnedvml plan),l E (whKh haw been kkArfified as hi for sera' ),and
e drup(which can to unwed for am addisional fee),
_s can reverm a afar u4V4y of monu a Rorne Defivery,
typkaily with ,than dwf would puy at rvial.
Fkridbility in r Design_ n erd ry as closely as passNe . nwinber
c6sruption. (Xvstrioegy allows us to nuinintize disrup6on vwlhdestill.dbowing savings.
Pfanauacy -ftxlusles ail major pharmacies extiding Walpeens,E" _
66,CM phwmadrs rofionwide-
Govenwimmt
plate pre4muns rztes irtchmde ldpdcarp Part Dsubsift.
re is no adififional suhskly Bing neede& l E
Werer than The.. nge subsidy veceived by their cferes Min file sutsidr,
Administration provideA by Benistar
Imlskonentation ongoft p wig be ptoveledy SenistarServkes -,awhint-
pwry adminirtrMw located in
Avon, -,txmt. r is specFWAIV ftmmed an the adniniistration
of redree.medical and presaiption drug plate and has dw e%perfise,to acindnister ttwe pLms as a
towaly integrated a for efigibLe retirees- As thod-party
currently manages benefft for owr 1,GM post-&S
retiree groups-
www-cap-mcom
35
CERTIFICATE OF LIABILITY INSURANCE DATE IMMfDDN
YI
164�
020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement, A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsoment(s).
PRODUCER CONTACd
Arthur J, Gallagher Risk Management Services, Iglu. vlAfa FAX
290 Jefferson Park •800-35"005_ A1C be:973-921-2876
Whippany NJ 07981 DR
INSURER(SI AFFORDING COVERAGE NAIC M
DB-72,4491INSURER A!Northfield Insurance Company Compapy 27987
INSURED CAPIRXL-01 INSURER B:Kinsale Insurance CoLnpany 38920
Capital RX Inc
28 Park Ave S Suite 8 87234 INSURER c.Underwriters at_Lloyd's London 15792
Now York NY 10003 INSURER 0, Evanston Insurance Company 35378
INSURER E
INSURER F
COVERAGES CERTIFICATE NUMBER:189066817 REVISION NUMBER
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE A L SUSR POLICY EFF POLICY EXP LIMITS
LTft POLICYNUMBER MLDDI`YYY MM1DONYYY
A X COMMERCIAL GENERAL LIABILITY Y WS414317 312312020 3/23/2021 EACH OCCURRENCE $1,000,000
5AMAGE TO
CLAIMS�MADE [.I OCCUR PREMISES MaRENTE
=rvence $100,000
APPROVED RISK MANAGEMENT MED EXP(Any one person) S5,000
_.. _....... PERSONAL&AOV INJURY $EXCLUDED
GENL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 5 3,000,000
PR r
POLICY,J JET c _, LOC - / PRODUCTS-COMPIOPAGG SEXCiLt1DED
OTHER: S -_
A AUTOMOBILE LIABILITY Y WS41.431.7 I 3/2312020 312312021 COMBINED SINGLE LIMIT $1,000.000
Ea accrdent.
ANY AUTO BODILY INJURY IPer person) S
OWNED SCHEDULED BODILY INJURY{Per aocidantl S
AUTOS ONLY AUTOS
X HIRED IX
NON-OWNED PRO P€RTY DAMAGE S
AUTOS ONLY AUTOS ONLY Per aaadonl-
S
a UMBRELLA LIAR X OCCUR 01001106650 312312020 3/2312021 EACH OCCURRENCE $1,000,000
X1 EXCESS LIAR CLAIMS-MADE AGGREGAT€ S
LIED RETENTIONS _ S
WOreKERSGOMPENSA7ION STATUT ERH
AND EMPLOYERS'L -
AND Y 1 N
ANYPROPFUETORJPARTNEFUEXECUTIVE ❑ N 1 A E.L.EACH ACCIDENT S
O FFIC ERl M E MBE R E X C LUD ED?
(Mandatory In NH) E.L,DISEASE-EA EMPLOYEE S
II yy83,descnbe under
DESCRIPTION OF OPERATIONS below t t I E.L.DISEASE:.POLICY LIMIT S
C E B O MPL219103720 311312020 311312021 Professional Liao 1 MN2 Mil Agar
D Tech MKLVIPDBO00065 5IV2020 51212021 Cyber Liability $1.000,000
DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached If more space is required)
Monroe County Board of County Commissioners is an Additional Insured as respects to General Liability And Auto Liability policies,pursuant to and subject to
the policy's terms,definitions,conditions and exclusions.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Monroe County Board Of County Commissioners,
1100 Simonton St AUTHORIZEOREPRESENTAT
Key West FL 330404
m 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD