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Item C57 BOARD OF COUNTY COMMISSIONERS --- AGENDA ITEM SUMMARY Meeting Date: September 19 & 20. 2001 Division: Administrative Services Bulk Item: Yes -L No Department: Group Insurance AGENDA ITEM 'VORDING: Approval to renew the contract joinder for prescription benefit manae:ement services with WALGREENS HEALTH INITIATIVES (WHP) throue:h the Keys Physician-Hospital Alliance (KPHA) Effective 10/0112001 throue:h 09/30/2002. ITEM BACKGROUND: This is the third and final renewal of the contract which expires September 30. 2001. The County continues to review the Group Benefits Proe:ram and currently are out for RFP. PREVIOUS REVELANT BOCC ACTION: Approved throue:h RFP in 1999. First contract year (1999-2000) was approved at the BOCC meetine: of 09/08/1999: second year (200.0-2001) approved at the 09/2012000 BOCC meetine: CONTRACT/AGREEMENT CHANGES: Renew contract for FY 2001-2002 with no chane:e in the contract terms. STAFF RECOMMENDATIONS: Approval o. TOTAL COST: $16.000.00 COST TO COUNTY: $16.000.00 BUDGETED: Yes -X- No REVENUE PRODUCING: Yes Nol AMOUNTPERMONTH_ Year APPROVED BY: County Atty _ OMB/Purchasing _ Risk Management_ DIVISION DIRECTOR APPROVAL: ~~~ . . James L. Roberts - DOCUMENTATION: Included ~ To Follow_ Not Required_ DISPOSITION: AGENDA ITEM #~7 Revised 2/27/01 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Contract with: Walgreens Health Initiatives. Inc. CONTRACT SUMMARY Contract # Effective Date: 10/012001 Expiration Date:09/3012002 Contract Purpose/Description: Third year renewal for prescription benefit management services. Contract Manager: Sheila A. Barker (Name) 4462 (Ext. ) Management Services (Department) for BOCC meeting on September 19 & 20 Agenda Deadline: 09/05/2001 2001 CONTRACT COSTS Total Dollar Value of Contract: $16.000.00 Current Year Portion: $ Budgeted? Yes~ No D Account Codes: 501-08003-530316-_- Grant: $ _-_-_-_ County Match: $ _-_-_-_ - - - - ---- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, ianitorial, salaries, etc.) CONTRACT REVIEW Date Out Date In Division Director '- Risk Management County Attorney RENEWAL AGREEMENT This renewal agreement is entered into by and between Board of County Commissioners of Monroe County, Florida; 5100 College Road, Room 215; Key West, Florida 33040 (hereafter Employer) and WHP Health Initiatives, Inc., d/b/a Walgreens Health Initiatives; 7680 Republic Drive, Suite 460; Orlando, Florida 32819 (hereafter WHP) through the Keys Physician-Hospital Alliance; P.O. Box 9107; Key West, Florida 33040 (hereafter KPHA). WHEREAS, on October 1, 1999, the Employer and WHP through the KPHA entered into an agreement (hereafter the original agreement) whereby WHP provides Prescription Benefit Management Services; and WHEREAS, the current contract will expire on September 30,2001 and the Employer desires to extend the original agreement for another year, therefore, the parties agree as follows: (1) The Employer will pay to WHP an administrative fee of$0.52 (fifty two cents) per paid claim. (2) In all other respects the terms and conditions of the original agreement remain in full force and effect. (3) This third one-year renewal term will commence immediately upon the expiration of the current contract. Therefore this renewal will become effective October 1, 2001, and will expire September 30, 2002. IN WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement this , 2001. day of ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By Deputy Clerk Mayor/Chairman WITNESS: KEYS PHYSICIAN-HOSPITAL ALLIANCE STEPHEN KRA THEN, DO By By Witness President WITNESS: WHP HEALTH INITIATIVES, INC. d/b/a W ALGREENS HEAL TH INITIATIVES R. H. HALASKA By By President Witness BY ANNE /:. H~TON f\~TI' _ .~ ~ tJl t') ;t ~ ;.- .....- t. ' .ry ; RENEWAL AGREEMENT This renewal agreement is entered into by arid between Board of County Commissioners of Monroe Coynty, Florida; 5100 College Road, Room 215; Key West, Florida 33040 (hereafter Employer) and WHP Health Initiatives, Inc., d/b/a WaJgreens Health Initiatives; 7680 Republic Drive, Suite 460; Orlando, Florida 32819 (hereafter WHP) through the Keys Physician-Hospital Alliance; P.O. Box 9107; Key West, Florida .33040 (hereafter KPHA). WHEREAS, on October 1, 1999, theE~ployer and WHP through the KPHA entered into an agr~ent (hereafter the original agreement) wh~eQY WHP provides Prescription Benefit Management Services; and WHEREAS, the current contract will expire on September 30, 2000 and the Employer desires to extend the original agreement for another year, therefore, the parties agree as follows: (1) The Employer will pay to WHP an administrative fee of $0.52 (fifty two cents) per paid claim. (2) In all other respects the terms and conditions of the original agreement remain in full force and effect. (3) This fIrst one-year renewal term will commence immediately upon the expiration of the current contract. Therefore this renewal will become effective October 1, 2000, and will expire September 30, 2001.~ 2000. BOARD OF COUNTY COMMISSIONERS OF MONl}9E ~O~TY, FLORIDA By cSJu,J~-f~~ APPROVED AS TO FORM Ma ~Chairman ANr;;;JRl- ~ ~~'. HJlTTON WIlNESS: . DATE /)..!;J. ?/({J I '7 KEYS PHYSICIAN-HOSPITAL ALLIANCE STEP By ~dnu--W~ By Witness President Witness ~li HALASKA ~ r/By ~ . Preifdent ./ By PRESCRIPTION SERVICE AGREEMENT This Prescription Service Agreement ("Agreement") is entered into this day of ,1999 by and betwee.nLOWER FLORIDA KEYS PHYSICIANlHospital ORGANIZATION, INC., a Florida not for profit corporation doing business as Keys Physician-Hospital Alliance ("KPHA tI), and WHP HEALTH INITIATIVES, INC., an Illinois corporation doing business as Walgreens Health Initiatives ("WHP"). RECITALS 'VHEREAS, KPHA operates a provider network which, as its primary objective, arranges for the delivery of health care services to persons enrolled in health care plans; \VHEREAS, KPHA has entered or will enter into agreements (all referred to as "Payor Agreements") with managed care plans such as health maintenance organizations, self-insured employers, third party administrators, or preferred provider organizations (individually and collectively referred to as "Plans") to provide health services to Members of such Plans; and \VHEREAS, \VHP manages prescription benefit programs that include the dispensing of prescription drugs by and through its network of retail community phannacies (hereinafter "Participating Phannacy(ies)") and arranges for prescription benefit management and claim processing services for Plans; and 'WHEREAS, WHP also manages a prescription benefit that includes the dispensing of prescription drugs by mail service pharmacy (hereinafter "Participating Mail Service Phannacy"); and 'WHEREAS, KPHA desires to arrange for the provision of Prescription Services to Plan Members (and their eligible dependents) through WHP's network of Participating Phannacies and by Participating Mail Service Pharmacy, as well as prescription benefit management and claim processing services by and through WHP; and \VHEREAS, WHP is willing to make available Prescription Services to Members through its network of Participating Pharmacies and by Participating Mail Service Pharmacy and to provide pharmacy benefit management and claim processing services to Plans upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and other good and valuable consideration, the parties to this Agreement agree as follows: 1. DEFINITIONS For purposes of this Agreement, the following words and phrases shall have the meaning specified. 1.1 "A~reement" means this Prescription Service Agreement between KPHA and 'VHP. 1.2 "Certificate of Covera2:e" means the description of Plan Benefits for a particular Plan. 1.3 "Copavment" means those charges collected directly by WHP from a Member as additional payments for Covered Services. F:\R WM\Conllacts\3"'\KPHA I.DOC\08l261991 1.4 "Covered Services"_means those properly authorized Prescription Services that are expressly covered under the Members' Plan. 1.5 "Group Service Contract" means an agreement between a Plan and an Employer, including, but ,not limited to, an administrative services only type agreement, under which Subscribers and eligible dependents, if any," are entitled to become Members of the Plan in accordance with the tenus of such agreement. 1.6 "Individual Subscriber" means an individual who has entered into an Individual Subscription Agreement with a Plan. 1.7 "Individual Subscriber A~reement" means an agreement between a Plan and an Individual Subscriber by which such individual and his or her eligible dependents, if any, are entitled to become Members of the Plan in accordance with the tenus of such agreement. Individual Subscription Agreements shall include agreements between a Plan and a Subscriber entitled to benefits under Title XVIII of the Social Security Act, as amended. 1.8 "Member" means an eligible Subscriber and his or her eligible dependents that have been enrolled in a Plan under a Group Service Contract or an Individual Subscriber Agreement. 1.9 "Participatin~ Phvsician" means any physician licensed to practice in the State of Florida who satisfies the participation criteria established by KPHA and who has entered into a contractual arrangement with, or is otherwise engaged by, KPHA to provide Covered Services to Members. 1.10 "Pavor AE!:reement"_means an agreement by and between a Plan and KPHA under which KPHA agrees to provide or arrange for the provision of certain health care services, and/or provide or arrange for the provision of other non-health care services, including, for example, utilization review and quality assurance programs, for the benefit of Subscribers. . 1.11 "Plan" means a health maintenance organization, preferred provider organization, insurer, employer and/or other third party payor for health care services. 1.12 "Plan Benefits" means the medical services or supplies to which Members are entitled pursuant to an Individual Subscription Agreement or a Group Service Contract and which are described in a Certificate of Coverage. 1.13 "Prescription Services" means dispensing of medications, general support and consultative services regarding pharmacy benefit design and implementation, administrative and claims processing services, standard reporting packages, marketing, quality management and utilization management functions, as applicable to pharmacy benefits. 2. PRESCRIPTION SERVICES ENGAGEMENT 2.1 Provision of Services. KPHA hereby engages WHP, and WHP hereby agrees to be engaged, to provide Prescription Services, pursuant to this Agreement. WHP shall provide all Covered Services that are Prescription Services to Members of Plans ''lith which KPHA has entered Payor Agreements. For all Members, WHP agrees to: (i) coordinate the provision of Covered Services; and (ii) monitor all Covered Services received by Members, all in accordance with the tenus of this Agreement, each Plan's rules and regulations, and each Plan's utilization management program. All Covered Services provided by WHP to Members shall be within the limits of WHP's competence and shall meet the applicable community F:\R WM\Contracts\3"\KPHA I.DOC\o8l261991 ~ standards of care. WHP shall maintain adequate personnel and facilities to fulfill the contractual obligations hereunder. WHP is not licensed or otherwise authorized to practice pharmacy and nothing herein shall require WHP to directly perform services for which a pharmacy license is required; provided, however, that to the extent this Agreement requires the provision of services which require a pharmacy license, WHP shall arrange for the provision of those services through a Participating Pharmacy or the ,Participating Mail S~rvice Pharmacy. 2.2 Responsibilities ofWHP. (a) \VHl") shall provide Prescription Services described in this Agreement and/or otherwise mutually agreed to by the parties in writing, including, but not necessarily limited to, general support and consultative services regarding pharmacy benefit design and implementation, administrative and claims processing services, standard reporting packages, marketing, quality management ~nd utilization management functions. Upon request, WHP will provide personnel to participate in quarterly meetings to review drug utilization and quality assurance. (b) WHP shall provide its standard WHP identification card and introductory materials for issuance to Members. Upon a Plan's request and a mutual written consent of the parties, \VHP shall provide customized identification cards and/or introductory materials for a mutually agreeable fee, prior to providing such cards and/or materials. (c) WHP shall develop a network 'of Participating Pharmacies within Monroe County, Florida, having adequate countywide geographic coverage to conveniently serve the needs of Members (the "Monroe Pharmacy Network"). The Monroe County Network includes the Participating Pharmacies listed in Attachment A hereto, which may be modified and supplemented from time to time. In addition WHP shall maintain a national network of pharmacies and shall provide KPHA with updated listings of those pharmacies from time to time and promptly on KPHA's request. (d) \VHP (or its processor) shall provide to Participating Pharmacies and Participating Mail Service Pharmacy via the on-line system at the time of dispensing all information necessary (as specified in Section 2.4) for said pharmacies to provide prescription services to Members upon the following terms and conditions: (1) Upon presentation by a Member or hislher agent of the Identification or (in the case of prescriptions by mail) receipt of appropriate prescriptions and any required copayment, Participating Pharmacies or Participating Mail Service Pharmacy, whichever the case may be, shall compound and dispense all qualified prescriptions and covered drugs pursuant to the pharmacy benefit information provided by the Plan to WHP and communicated to said pharmacies via the on-line system at the time of dispensing, subject to legal restrictions and professional ethics and professional judgment. (2) Participating Pharmacies shall collect any applicable copayment fee or deductible from each Member or dependent for each covered prescription, as indicated" by the on-line system at the time of dispensing, except when the reimbursement rate set forth in Attachment B is less than applicable copayment. In such cases, Participating Pharmacies shall collect the lessor of the usual and prevailing retail charge or the Member's copayment. In the case of mail order prescription services, each Member shall transmit with the order to the Participating Mail Service Pharmacy the applicable copayment fee for each prescription or refill covered by this Agreement. (3) Participating Pharmacies and/or Participating Mail Service Pharmacy may withhold prescription services to a Member for good cause, including, but not necessarily limited to, the F:\R WM\Contracts\3.....KPHA I.DOC\08l261991 3 Member's failure to pay for services rendered (e.g., copayment); requests by Member for quantities of drugs in excess of prescribed amounts or refiUlimitations pursuant to the pharmacy benefit information; or ,where, in the professional judgment of the dispensing pharmacist, the prescription should not be filled. (4) Mail Order prescriptions will be sent to Members from the Participating Mail Service Pharmacy faCility via United Parcel Service, United States Postal Service or any other method the Participating Mail Service Pharmacy may select. Risk of loss or damage to covered drugs provided hereunder shall be on the Participating Mail Service Pharmacy until said drugs have been delivered to Member. The cost of shipping shall be borne by the Participating Mail Service Pharmacy, except for the following cost: Members shall pay Participating Mail Service Pharmacy additional expense due to expedited delivery requested by Member. (5) Participating Pharmacies and Participating Mail Service Pharmacy shall be (and WHP shall cause them to agree to be) bound by and subject to the obligations of WHP hereunder as applicable, including without limitation those set forth in Sections 2. 1, 2.2(d), 2.3, 3, 4, 6, 8 and 11 hereof, as fully as if the Participating Pharmacies and Participating Mail Service Pharmacy were named in addition to WHP. (e) 'VHP shall be responsible for the reasonable costs associated with its development and printing of standard marketing materials that WHP provides to Plan in connection with this Agreement provided, however, that all costs associated with the distribution of such materials to Members shall be the sole responsibility of Plan. (f) WHP may add or terminate Participating Pharmacies to or from its network in its sole discretion; subject to the requirement that Participating Pharmacies be conveniently available to Members on a countywide basis in Monroe County, Florida. 2.3 Discrimination Prohibited. WHP agrees to provide Prescription Services to Members in the same manner, in accordance with the same standard of care, and with the same promptness with which WHP provides Prescription Services to WHP's other patients. In addition, WHP shall not discriminate against a Member on the basis of such Member's age, race, creed, national origin, sex or sexual preference. 2.4 Responsibility of Plans. (a) Each Plan shall provide WHP with Member enrollment, eligibility and benefit coverage information, including, but not necessarily limited to, copaymertt, covered drugs, days' supply and participating physicians (including any updates, deletions or additions to the foregoing information as changes occur). This information shall be transmitted by WHP to Participating Pharmacies and the Participating Mail Service Pharmacy at the time of dispensing through the on-line electronic transmission link (lion line system") maintained between WHP (or its processor) and said pharmacies. Each Plan shall be responsible for the accuracy, completeness and reliability of eligibility and benefit coverage information provided to 'VHP. Plans may not retroactively deny payment for valid and accurate claims properly submitted and properly approved on-line at the time of dispensing. (b) Each Plan will provide all Members with a standard identification card issued by WHP (hereinafter "Identification"), which shall contain, but not necessarily be limited to, the Members identification number and full name of Member. Eligibility to receive the prescription benefit is established at the time of dispensing through the on-line system. Each Plan shall be responsible for F:\R WM\Contracts\3~HA t .DOC\08l261991 4 . . '. collecting the Identification from the Member upon termination of the Member's eligibility or upon termination of this Agreement. (c) Each Plan authorizes WHP, as its prescription benefit manager, to perform formulary management. and other services described in this Agreement, subject to the following terms and , conditions: (I) Plan represents that its benefit plan design(s) in no way prohibits Plan from implementing formulary management services performed by WHP or the Participating Pharmacies hereunder, such as, but not necessarily limited to, generic or therapeutic prescription drug substitutions and any other measures that may be appropriate to effectuate formulary management. Either KHP A or Pian will notify WHP in advance of any benefit plan design changes that may materially affect WHP's ability to perform formulary management and/or other services described in this Agreement. (2) To the extent WHP has provided Plan with a formulary in connection with the services provided hereunder, Plan may not sell, distribute, or otherwise provide such formulary to any third party without WHP's prior written consent. On or prior to termination of formulary management services by \VITI>, Plan will cease all use of\VI-IP's formulary and return to WHP all copies in its possession, and Plan will instruct all Members and other parties to whom Plan has provided WHP's formulary to discontinue use of such formulary and to destroy all copies in their possession on or before the effective date of termination. Upon WHP's request, Plan will provide proof to WHP that it has complied with all of the terms and conditions set forth in this paragraph. (3) For those clinical programs that may require certain medical claims information (such as, but not necessarily limited to, retrospective drug utilization review), and subject to Section 6.1., below, Plan will provide to WHP and/or its designee all complete and accurate Member related medical claims and record information that \VHP reasonably requests, ina format and time fra~e mutually acceptable to the parties. (4) Both KHPA and each Plan acknowledge that compliance with the terms and conditions of this Section 2.4. is a condition precedent to participation in any manufacturer incentive arrangements described in Attachment B, attached hereto and incorporated herein. (d) Subject to Section 8.2., below, Plan will accurately describe and represent the role ofWHP and the Participating Pharmacies and the Participating Mail Service Pharmacy in providing services hereunder in all communications, including marketing and advertising materials, to Members and potential Members. 3. COl\1PENSA TION 3.1 WHP's Compensation. \VHP's compensation for Prescription Services rendered to Members shall be as set forth in Attachment B to this Agreement. 3.2 No Recourse A!!ainst Members; Collection of Copavments and Deductibles. 'VHP shall not bill, charge, collect a deposit from seek compensation, remuneration or reimbursement from, ,or have any . Fonnulary management at a minimum sha1l consist of WHP: (i) providing on-line messages at the time of dispensing to Participating Phannacies and Participating Mail Service Phannacies concerning preferred medications and (ii) contacting Participating Physicians regarding preferred and non-preferred medications. WHP's fonnulary of preferred and non-preferred medications are attached hereto as Attachment D. Any additional formulary management services will be performed in accordance with the mutual agreement of the parties hereto. F:\R WM\Contracts\3"\KPHA 1.DOC\08l261991 5 recourse against Members, Plans or any persons or entities other than the Plans for Covered Services unless otherwise specified in any amendments hereto. This provision shall not prohibit \VHP's, Participating Pharmacies' or Participating Mail Service Pharmacies' collection of copayments and deductibles permitted under the Plan or the collection of payment for any Prescription Services delivered to a Member if such service is not a Covered Service, unless such services are not Covered Services ,because of WHP's f~ilure to comply with this Agreement or KPHA's or each Plan's rules and regulations (subject to notice as provided in Section 4.1 hereof). \VHP agrees to use reasonable efforts to collect from Members applicable copayments, and upon request from a Plan, WHP will prepare reports regarding copayments billed and collected, on forms developed by WBP and reasonable acceptable to KPHA and the Plans. WHP further agrees that: (i) the provisions of this Section 3.2 shall survive the termination of this Agreement regardless of the cause giving rise to such termination and shall be construed for the benefit of Members; and (ii) the provisions of this Section 3.2 supersede any oral or written agreement to the contrary now existing or hereafter entered into between WHP and any Member or persons acting on any Members' behalf. 3.3 Refunds. \VHP shall refund to a Plan any and all sums collected by WHP from Members to which WHP was not entitled under this Agreement, provided that Plans shall provide prior (or if a refund is recovered by setoff then contemporaneous) written documentation of the basis for the claimed refund due. Such refunds shall take the form of cash payments or setoffs against amounts owed to WHP by a Plan. When appropriate, the Plan shall return to the Member such sums improperly charged by WHP. 3.4 BilIin~ Procedure. WHP shall comply with all billing and reporting procedures established by KPHA and the Plans as set forth in the Agreement or the attachments hereto and in each Plan's rules and regulations as promulgated from time to time, subject to notice in accordance with Section 4 hereof. 3.5 Payment. Each Plan shall be solely responsible for payment of Prescription Services provided by Participating Pharmacies and Participating Mail Service Pharmacy to Members, in addition to the administrative fees and other costs and charges set forth in Attachment B to this Agreement. (a) \VHP (or its processor) shall invoice each Plan on the fourth (4th) business day following the close of each twice-monthly billing cycle. Said invoices shall include, but not necessarily be limited to, prescription claims, administrative fees and/or any other costs and charges specified in this Agreement. (b) Each Plan shall pay all complete, undisputed invoices sent to it within thirty (30) days ofWHP's issuance thereof. Payment dates as used in this Agreement shall mean the date payment is to be delivered to the location designated in this Agreement as follows: WHP Health Initiatives, Inc. P.O. Box 93741 Chicago, IL 60673-3741 All sums owed by a Plan shall bear interest of one and one-half percent (1-112%) per month from the date payment is due until paid; however, in no event shall such interest rate be greater than the rate permitted by law. (c) Subject to the notice and cure provisions of Section 9.3 hereof, in the event that a Plan defaults on any payment obligation specified in this Agreement WHP shall have the right, at its sole option, to suspend and/or terminate all prescription benefits and services provided to such Plan and its Members. WBP may notify Participating Pharmacies and Participating Mail Service Pharmacy on-line that prescription services to such Plan and its Members have been suspended or terminated, as the case may be, due to Plan's failure to meet its pa)ment obligations as set forth in this Agreement. Upon such F:\R WM\ConltaC:lS\3""KPHA I.DOC\08l261991 (p notification, Participating Pharmacies and Participating Mail Service Phannacy may cease providing prescription services to such Plan and its Members and shall have the fight, along with WHP, to pursue any legal remedy directly against such Plan for any breach of said Plan's payment obligations. 4. COMJ>LIANCE WITH RULES AND REGULATIONS 4.1 KPHA and Plan Rules. WID> agrees to be bound by and comply with KPHA and Plan policies, procedures and rules as promulgated from time to time, which, as now in effect and as hereafter adopted and amended, are incorporated in this Agreement for all purposes; provided that KPHA and Plans must give WHP sixty (60) days prior written notice of such policies, procedures and rules (unless such notice is waived in writing by WHP). Such policies, procedures and rules shall not be interpreted to require WHP to provide additional services to KPHA or Plans which are not expressly set forth in or otherwise required to be provided by WHP under this Agreement. 5. NOTIFICATION OFWHP STATUS WHP shall notify KPHA in writing as soon as reasonably possible upon the occurrence of any of the following events: (a) The pharmacy license of any Participating Pharmacy or the Participating Mail Service Pharmacy in the State of Florida is suspended, revoked, terminated, or subject to tenns of probation or other restrictions; (b) there is a change in 'VHP's business address; (c) any act of nature or any event beyond WHP's reasonable control likely to interrupt all or a portion of the WHP's practice for a period of sixty (60) consecutive calendar days, or which may have a material adverse effect on the WHP's ability to perform his obligations for this period; (d) any change in the nature or extent of services rendered by WHP which could be relevant to the performance of obligations by 'VHP hereunder; (e) any material change or addition to the information and disclosures submitted by WHP as part of the application for a contract with KPHA to provide Covered Services to Members; (f) any other act, event, occurrence or the like that might materially affect WHP's ability to carry out its duties and obligations to Members. 6. MEDICAL RECORDS AND FACILITIES 6.1 Confidentiality of Records. The parties Vv'ill maintain the confidentiality of all medical, prescription, and other health information relating to Members in accordance with applicable laws, rules, and regulations. The parties acknowledge that WHP will obtain such confidentfal information during the provision of services hereunder and that such confidential information may be obtained from and/or distributed to either KHP A, Plan, Participating Pharmacies, the Participating Mail Service Pharmacy, or any other third party in connection with this Agreement. KHPA warrants and represents that each Plan's enrollment documents provides for the release of such confidential infonnation by its Members and that the release of such confidential information is proper and in accordance with applicable law, regardless of whether such confidential information is provided to WHP or is distributed by WHP to either KHP A, Plan, Participating Pharmacies, the Participating Mail Service Pharmacy, or any other third party necessary to further the purpose of this Agreement. Nothing herein will limit WHP's use of any F:\R W~I\Contr:lcts\3"\KPHA I.DOC\08J261991 1 . --. aggregated Member information that does not contain patient identifying information. This Section 6.1 will survive termination of this Agreement. 6.2 Sharin~ of Records. WHP shall cooperate with and support KPHA's utilization review and management, and quality control programs, subject to applicable confidentiality requirements, subject to , laws on patient rec~r.ds confidentiality prohibiting such participation. 6.3 Ree:ulatorv Compliance. WHP shall maintain and provide to Plans, the Florida Department of Insurance or the Florida Department of Health and Rehabilitative Services all necessary records and information which may be required for compliance by Plans with applicable state law, including, without limitation, the Florida HMO Act, Chapter 641, Florida Statutes, and the regulations promulgated thereunder, and to Plans and the Department of Health and Human Services as may be required for compliance by Plans with applicable federal law including, with limitation, 42 U. S.C,. 3 OOe, et seq., Section 1876 of the Social Security Act, as amended, and 42 CFR Part 417. Specifically, since the value or cost of services provided under this Agreement may be $10,000 or more within a twelve-month period, then, to the extent that the cost of such services is reimbursable by the Medicare program, 'VHP agrees to comply with the Access to Books, Documents and Records of Subcontractors provision of Section 952 of the Omnibus Budget Reconciliation Act of 1980 (PL 96-499) and 42 CFR Part 420, Subpart D, Section 420.300 et seq. In accordance with these provisions, WHP will, upon proper written notice, allow the Comptroller General of the United States, the Secretary of Health and Human Services, and their duly authorized representatives access to this Agreement and to the WHP's books, documents and records necessary to certify the nature and extent of costs of Medicare reimbursable services provided under this Agreement. Such access win be allowed, upon request, until the expiration of four (4) years after the Medicare reimbursable services are furnished pursuant to this Agreement. If WHP carries out any of the duties of this Agreement through a subcontract with a related party with a value or cost of $10,000 or more over a twelve (12) month period, such subcontract shall contain a clause which requires the subcontractor to comply with the above statutes and regulations. 6.4 Inspection of Facilities. KPHA and Plans shall, upon prior written notice, have reasonable access to Participating Pharmacy and Participating Mail Service Pharmacy facilities at reasonable times convenient to KPHA, Plans, and said pharmacies within two (2) weeks of such request, unless a later date is mutually agreed on, to allow the designated representatives to inspect said pharmacies' facilities, to confirm that these facilities are in keeping with generally accepted pharmacy standards in the relevant community and applicable state law, or standards that may reasonably be established by KPHA, provided that standards established by KPHA shall be reasonably acceptable to \VHP, Participating Pharmacies and Participating Mail Service Pharmacy and consistent with applicable state law. 6.5 Inspection of Records. KPHA and Plans shall have the right, upon request and during normal business hours, to inspect and to copy at their expense books, records (including any accounting, administrative and medical records) maintained by WHP pertaining to claims for Prescription Services under this Agreement. WHP shall make its books and records relating to Members or relating in any way to KPHA and Plans available to representatives of federal, state or local regulatory authorities pursuant to any examination of Plans by such authorities. Plans warrant that each has the authority from Members (and their eligible dependents) for Plans and KPHA to obtain and possess prescription information, which may be deemed confidential. 7. INSURANCE AND NOTICE OF CLAIMS 7.1 Notice of Claims. WHP agrees to notify KPHA as soon as reasonably possible of any claim or cause of action by or relating to a Member filed against WHP within five (5) working days of WHP's F:\R WM\Conlracts\3"\KPHA I.DOC\08l26J991 cg receipt of notice that such a claim or cause of action has been filed. WHP shall provide KPHA with any information regarding such claim or cause of action reasonably requested by KPHA, subject to applicable iaws regarding patient confidentiality which prohibit the release of such information. 8. ADMINISTRATION 8.1 Grievance "and Disputes. WHP agrees to cooperate with KPHA in resolving any Member grievances related to the provision of Covered Services. KPHA shall notify WHPconceming all Member complaints involving WHP, and WHP shall notify KPHA and the applicable Plan of any complaints, and in consultation with KPHA and the applicable Plan shall use WHP's best efforts to resolve any complaints in a fair and equitable manner. Subject to the notice provisions of Section 4 hereof, \VHP agrees to participate in and cooperate with KPHA's and Plan's Member grievance procedures and comply with all final determinations rendered in accordance with those pro~edures. 8.2 Advertisine:. Plans with which KPHA has Payor Agreements and KPHA may include WHP's name, address, telephone number and type of service in a roster of Participating Providers, it being understood by the parties that this roster may be inspected by and is intended for the use of current and prospective Members, Subscribers, Participating Providers, and other providers. WHP shall not engage in any marketing activities with respect to a Plan with which KPHA has a Payor Agreement and shall not use the trademarks and trade names employed by KPHA or Plans with which KPHA has Payor Agreements without the prior written approval of KPHA or such Plans, respectively; provided, however, that \VHP may reference KPHA's or Plan's name or service mark to inform Members and the general public (i) of WHP's role in providing Prescription Services and (ii) that Participating Pharmacies and Participating Mail Service Pharmacy are participating providers to KPHA, Plan and Members. 8.3 Sie:nsand Displays. Participating Pharmacies may (but shall not be required to) display in a visible and prominent place any reasonable card, plaque or similar identifying logo provided by KPHA or Plans to identify such pharmacies as Participating Pharmacies hereunder to Subscribers. 8.4 Coordination of Benefits. WHP shall cooperate in the effective implementation of any provisions of the Plan relating to coordination of benefits and other third party claims. WHP shall bill, when requested by KPHA, any third party payor for services provided to Members. WHP shall, when permitted by law, reimburse KPHA in the event that payments are received from such payors for Covered Services provided to Members, or assign to KPHA all payments owed by such payors, and execute any further documents that reasonably may be required or appropriate to permit KPHA to bill and process forms for any third party on WHP's behalf or to bill such payors directly, as determined by KPHA. KPHA and Plans shall notify WHP of their respective policies and procedures regarding coordination of benefits, which shall be subject to the provisions of Section 4 hereof. 9. TERM AND TERMINATION 9.1 Term. The initial term of this Agreement shall commence on October I, 1999, and shall continue in effect for one (1) year from the date hereof, unless and until terminated pursuant to this Section 9. Upon expiration of the initial term, this Agreement shall automatically renew for additional, successive one (I) year terms, unless otherwise terminated by either party for any reason by written notice to the other party delivered at least ninety (90) days prior to the end of the then current term. 9.2 Immediate Termination. KPHA, in its absolute discretion, may terminate this Agreement immediately in the event that the pharmacy license of any Participating Pharmacy or the Participating Mail Service Pharmacy in the State of Florida is revoked or if WHP is convicted of a felony or any crime F:\RWM\ContraclS\3"'\KPHA I.DOC\08/261991 q related to the practice of medicine or pharmacy, but with respect to revocation of a pharmacy license, only in the event that the revocation of such license results in inadequate geographic network coverage or an inability to conveniently serve the needs of Members. 9.3 Termination for Cause. KPHA or 'VlIP may terminate this Agreement for cause upon thirty , (30) days written n?~ice (with the exception of non payment), with an opportunity to cure, which notice shall set forth the grounds for termination. "Cause" shall mean the following for purposes of this Agreement: (i) a material breach of any provision of this Agreement; (ii) commission of an act of fraud or theft against the other party; (iii) the failure by WHP to establish and maintain the Monroe County Network adequate to the needs of Members in the reasonable judgment of KPHA. Notwithstanding the foregoing, in the event of nonpayment by a Plan in accordance with the terms hereof, which is not cured within ten (10) days after notice by 'VHP to KPHA and such Plan, WHP may terminate this Agreement as to such Plan only, upon notice to KPHA and such Plan. 9.4 Termination Without Cause. KPHA or 'VIIP may terminate this Agreement or any Amendment hereto for any reason upon sixty (60) days' prior ,vritten notice to the other party. Notwithstanding the foregoing or any termination rights set forth in this Agreement, WHP may immediately terminate or refrain from implementing any formulary management or other clinical program services in any geographic area (in their entirety or for specific drugs only) if, in WHP's sole determination, the implementation or continued provision of such services is or may be in violation of applicable laws, rules, or regulations governing the practice of pharmacy or prescription benefits management, or may otherwise present an issue related to the practice of pharmacy or prescriptions benefits management. 9.5 Endane:erment of Members. KPHA may terminate this Agreement effective upon written notice to 'VHP upon a determination in good faith by KPHA that the continuation of the Agreement may result, or is resulting, in imminent danger to the health safety and welfare of any Member. 9.6 Oblie:ations Upon Termination. In the event of termination of this Agreement or termination of 'VHP by KPHA, the rights and obligations of each party hereunder shall cease unless otherwise provided by this Agreement. In the event of termination of this Agreement for any reason, WHP will use 'VHP's best efforts to cooperate with transition of Members to ensure continuitY of care. 9.7 Department of Insurance Order. This Agreement shall be cancelable upon the issuance of an order by the Department of Insurance pursuant to Section 641.234, Florida Statutes, or any successor statute. 10. RELATIONSHIP OF PARTIES 10.1 Independent Contractors. In the performance of their responsibilities, duties and obligations under this Agreement, KPHA, 'VHP, and Plans are at all times performing as independent contractors. No act, work commission, or omission by either party, its agents, servants, contractors, or employees, pursuant to the terms and conditions of this Agreement shall be construed tct make or render KPHA, 'VIIP, or Plans an agent, servant, employee of, or joint venture with, the other. 10.2 Indemnitv. WHP, KPHA and Plans shall indemnify, defend and hold harmless the others, including their respective shareholders, directors, officers, employees, agents, representatives, parent and affiliated companies from and against any liability arising from the sole negligence of WHP, KPHA or Plans, as the case may be, in carrying out its respective duties and obligations under this Agreement. KPHA and Plans acknowledge and agree that neither WHP nor its shareholders, directors, officers, employees, agents, representatives, parent and affiliated companies shall have any liability whatsoever to F:\R WM\Contracts\J"\KPHA I ,00<:\081261991 It) KPHA, Plans or Members for the acts or omissions of any Participating Phannacy andlor Participating Mail Service Pharmacy in connection with such pharmacies' provision of services to KPHA, Plans and Members, including, but not necessarily limited to, any of the following: (i) any actual or alleged malpractice, negligence or misconduct of said pharmacies; or (ii) the sale, compounding, dispensing, failure to sell, manufacture or use of any drug dispensed to a Member hereunder. WHP and Plans acknowledge and agree that neither KPHA nor its shareholders, directors, officers, employees, agents, , . representatives, parent and affiliated companies shall have any liability whatsoever to WHP or Plans for the acts or omissions of any Plan or provider in KPHA's provider network, including, but not necessarily limited to, any of the following: (i) nonpayment by a Plan of any amounts becoming due hereunder; or (ii) any actual or alleged malpractice, negligence or misconduct of said Plans and/or providers. This Section 10.2 shall survive the termination of this Agreement for any reason. 11. TRADE SECRETS, SOLICITATION OF SUBSCRIBERS 11.1 Non-disclosure of Trade Secrets and Proprietary Information. WHP agrees that infonnation regarding Members is a highly confidential trade secret of KPHA and Plans entitled to protection, and WHP agrees not to reveal any information regarding Members to any other person or entity during the term of and after the term or expiration of this Agreement without the written consent of KPHA or Plans, unless required by law, and except as necessary in \VHP's provision of services and WHP's performance of the tenns of this Agreement. \VHP and KHP A further agrees that the means or methods by which KPHA, WHP and Plans operate their respective business, inCluding but not limited to contract terms, bidding infonnation, methods of operation, levels of costs, utilization and profits, and the procedures, forms and techniques for servicing accounts, are highly confidential trade secrets entitled to protection, and each party agrees not to reveal such means and methods of information to any other person or entity during the tenn of and after the termination or expiration of this Agreement without the written consent of the respective other party, unless required by law and except as such information is in the public domain other than as a result of a breach hereof. Without limiting the foregoing, Member infonnation may only be disclosed in compliance with applicable laws and regulations regarding the confidentiality of patient infonnation. .. In the event of an actual or threatened breach by a party of this Agreement, KPHA, WHP or Plans, as the case may be, shall be entitled to an injunction restraining the breaching party from the prohibited conduct. If the court should hold that the duration and/or scope of the covenants contained in this Section are unreasonable, then, to the extent pennitted by law, the court may prescribe duration andlor scope that is reasonable; and KPHA, Plans and WHP agree to accept such detennination, subject to their rights of appeal. Nothing herein shall be construed as prohibiting a party from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from a breaching party. In any action or proceeding to enforce the provisions of this Section, the prevailing party shall be reimbursed by the other party for all costs and attorneys' fees incurred in such action or proceeding. 11.2 Solicitation of Subscribers. During the term of this Agreement WHP shall not take any action or make any communication to Subscribers which undermines or could undennine the confidence of Subscribers or the public in the Plans, or KPHA. During the effective tenn of this Agreement and any of its amendments, and for a period of one (1) year following the tennination or non-renewal of this Agreement or any of its amendments for any reason, WHP shall not directly cause any Subscriber to disenroll from a Plan. By way of example but not limitation, \VHP shall not solicit Subscribers through meetings, visits, telephone calls, or individual letters. F:\R WM\COnlr3cts\3"'\KPHA 1.000081261991 l\ 12. MISCELLANEOUS 12.1 Notices. Any notice required or permitted to be given hereunder to either party shall be deemed given if sent by registered or certified in", return receipt requested, or by overnight mail delivery for which evidence of delivery is obtained by the sender, to such party at: KPHA:Keys PhysiCian-Hospital Alliance 5900 College Road Key West, Florida 33040 Attention: President WHP: WHP Health Initiatives, Inc. Attn: Client Services 520 Lake Cook Road, Suite 200 Deerfield, Illinois 60015 with a copy to: WHP Health Initiatives, Inc. Attn: Mark Mincy 7316 Greenbriar Parkway Orlando, Florida 32819 12.2 Limitation of Assie:nment. This Agreement shall not be assigned by either party without the prior express written consent of the other party, which consent shall not be unreasonably withheld. 12.3 Bindine: on Successors in Interest. The provisions of, and obligations arising under, this Agreement shall extend to, be binding upon and inure to the benefit of the successors and assigns of each party. 12.4 Severability; Chane:es in Law. If any part of this Agreement is detennined to be invalid, illegal, inoperative, or contrary to law or professional ethics, the part shall be reformed, if possible, to conform to law and ethics; the remaining parts of this Agreement shall be fully effective and operative to the extent reasonably possible. If any restriction contained in this Agreement is held by any court to ~e unenforceable or unreasonable, a lesser restriction shall be enforced in its place and the remainirig restrictions shall be enforced independently of each other. 12.5 Conformance With Law. Each party agrees to carry out all activities undertaken by it pursuant to this Agreement in conformance with all applicable federal, state, and local laws, rules, and regulations. 12.6 Liaison. Each party agrees to use its best efforts in the implementation of this Agreement, to establish and use channels of communication with the other party and with representatives of Members and Plans, and to maintain effective liaison with each other, Members and Plans all to the end that the provisions of this Agreement may be carried out in the most efficient manner possible. 12.7 Time of the Essence. Time shall be of the essence with respect to each and every tenn, covenant, and condition of this Agreement. 12.8 Entire Ae:reementJAmendment. This Agreement, including the Attachments, Exhibits and Schedules now and hereafter incorporated herein, supersedes all previous contracts related to the subject matter hereof and constitutes the entire agreement between the parties. Oral statements or prior written materials not specifically incorporated in this Agreement shall not be of any force and effect. In entering into and executing this Agreement, the parties rely solely upon the representations and agreements contained in the Agreement and no others. No changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by an authorized officer or agent of WHP and KPHA. F:\R WM\Conlral:ts\J"\KPHA 1.OOC\o8l261991 11. 12.9 Attachments. The following attachments are incorporated into and made a part of this Agreement by reference: Attachment A: Attachment B: Attachment C: Attachinent D: Monroe County Network Fee Schedule of Prescription Services Plan Joinder Agreement WHP Formulary 12.10 Governine: Law. This Agreement has been executed and delivered and shall be construed and enforced in accordance with the laws of the State of Florida. Any action by any party whether at la~ or in equity, shall be commenced and maintained and venue shall exclusively be in Monroe County, Florida. 12.11 Third Party Beneficiaries. Plans, Participating Pharmacies and Participating Mail Service Pharmacy shall be third party beneficiaries of this Agreement. However, with the exception of Plans, Participating Pharmacies and Participating Mail Service Pharmacy, this Agreement shall not be construed to create any third party beneficiaries, including without limitation, Members. 12.12 Waiver of Breach. No provision of this Agreement shall be deemed waived unless evidenced by a written document signed by an authorized officer or agent of WHP and KPHA. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be constnted to be, a waiver of any subsequent breach of the same or other provision of this Agreement. 12.13 Section and Other Headine:s. The section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. . 12.14 Cumulative Remedies. Remedies provided for in this Agreement shall be in addition to and not in lieu of any other remedies available to either party and shall not be deemed waivers or substitutions for any action or remedy the parties may have under law or equity. . . 12.15 Gender and Number. \Vhen the context of this Agreement requires, the gender of all words shall include the masculine, feminine, and neuter, and the number of all words shall include the singular and plural. 12.16 Execution. This Agreement and any amendments may be executed in multiple originals, each counterpart shall be deemed an original, but all counterparts t,ogether shall constitute one and the same instrument. 12.17 Force Maieure. Neither party shall be liable nor deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service or employment deemed resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, failure of transportation, strikes or other work interruptions by either party's employees, or any similar or dissimilar cause beyond the reasonable control of either party; provided, however, in the event the provision of Covered Services is substantially interrupted, KPHA shall have the right to terminate this Agreement upon ten (10) days prior written notice to WHP. 12.18 Authority. Each signatory to this Agreement represents and warrants that he possesses all necessary capacity and authority to act for, sign, and bind the respective entity on whose behalf he is signing. F;\R WM\Contracts\)"\KPHA I.DOC\08l261991 1$ . ~ 12.19 Enforcement. In the event either party or a Plan files suit in any court, or commences arbitration as herein provided, to enforce the terms ofthis Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred in connection therewith, including reasonable attorney's fees. In addition, the parties and Plans agree that any dispute as to amounts due hereunder may, with the consent of the parties and involved Plan be submitted to binding arbitration in accordance with the rules and procedures ,of the National Hea.l~h Lawyers Association, Alternative Dispute Resolution Service, Rules of Procedure for Arbitration, and judgment on the decision of the arbitrator may be entered in any court of competent jurisdiction. IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized officers or agents. WHP HEALTH INITIATIVES, INC. ~~ ,'" (J .~ . ~ By: (Signature) Name Printed: R.N. fftJ~sr-tL Title: ~C51.clt n+ Date: ~jr 01~ J 1liCi1 F:\R WM\Contracts\3"\KPHA I.DOC\o8l261991 KEYS PHYSICIAN-HOSPITAL ORGANIZATION, INC. D/B/A KEYS PHYSICIAN-HOSPITAL ALLIAN~ By: ~ (Signature) Name Printed: .Jt~Jli!..rl~-I-h(/) . :V. 0 . Title: ~-;;:r idM t Date: Mwurlb r 07/ /'7YK! II} ATTACHMENT A Pharmacy Networks .Monroe County Pltarmaev Network WHP shall develop a unique network of participating pharmacies, (the Monroe County Pharmacy Network), which shall ensure adequate county wide geographic coverage to conveniently serve the needs of the members. The pharmacies to be included are: Walgreens Eckerds Winn Dixie K-Mart Publix Cobo Dennis This network may be modified and supplemented from time to time. National Pltarmacv Network WHP shall maintain a national network of pharmacies and shall provide KPHA with updated listings of those pharmacies from time to time and promptly upon KPHA's request. The pharmacies to be included are: Walgreens Eckerd Winn Dixie K-Mart Publix F:\R WM\Contracts\3....KP...A 1.DOC\08l261991 A -\ .... ATTACHMENT B EMPLOYEE PHARMACY BENEFIT PROGRAM Pricine Arraneements Y. REIMBURSEMENT RATES FOR SERVICES A. REIMBURSEMENT FOR CLAIMS BY PARTICIPATING PHARMACIES WHICH COMPRISE THE MONROE COUNTY PHARMACY NETWORK AND NATIONAL PHARMACY NETWORK, AS SUCH NETWORKS ARE DEFINED ON A IT ACHMENT A: For each such retail pharmacy prescription or refill covered by this Agreement, Plan will pay WHP at the rates set forth in this Section LA: 1. Brand Name Drugs: the lesser of (i) 88% of the Average Wholesale Price, as defined herein, of the dispensed medication plus a dispensing fee of$I.25; or (ii) the dispensing Participating Pharmacy's usual and prevailing retail charge. Reimbursement will be reduced by the applicable copayment fee received. 2. Generic Drugs: the lesser of (i) 80% of the Average Wholesale Price of the dispensed medication plus a dispensing fee of $1.25; or (ii) the dispensing Participating Phannacy's usual and prevailing retail charge. Reimbursement will be reduced by the applicable copayment fee received. B. REIMBURSEMENT FOR CLAIMS BY PARTICIPATING PHARMACIES LOCATED OUTSIDE THE STATE OF FLORIDA, WHICH ARE NOT PARTICIPATING IN THE NATIONAL PHARMACY NETWORK, AS SUCH NETWORK IS DEFINED ON A IT ACHMENT A: For each such retail pharmacy prescription or refill covered by this Agreement, Plan will pay WHP at the rates set forth in this Section LB: 1. Brand Name Drugs: the lesser of (i) 87% of the Average Wholesale Price, as defined herein, of the dispensed medication plus a dispensing fee of$2.00; or (ii) the dispensing Participating Pharmacy's usual and prevailing retail charge. Reimbursement will be reduced by the applicable copayment fee received. 2. Generic Drugs: for generic drugs covered by the Maximum Allowable Cost ("MAC") List, as established by the federal Health Care Financing Administration: the lesser of (i) the MAC plus a dispensing fee of$2.50; or (ii) the dispensing Participating Phannacy's usual and prevailing retail charge; for those generic drugs not covered by or included on the MAC List, reimbursement will be the lesser of (i)80% of the Average Wholesale Price of the dispensed medication plus a dispensing fee of$2.50; or (ii) the dispensing Participating Pharmacy's usual and prevailing retail charge. C. REIMBURSEMENT FOR CLAIMS BY PARTICIPATING MAIL SERVICE PHARMACY: For each mail service phannacy prescription or refill covered by this Agreement, Plan will pay WHP at the rates set forth in this Section I.B: I. Brand Name Drugs: 82% of the Average Wholesale Price of the dispensed medication plus a dispensing fee of$I.OO. Reimbursement will be reduced by the applicable copayment fee received. 2. Generic Drugs: 55% of the Average Wholesale Price of the dispensed medication plus a dispensing fee of$I.OO. Reimbursement will be reduced by the applicable copayment fee received. F:\R WM\Contracts\3~PHA I.DOC\08l261991 ~- \ II. Incentives and Rebate Guarantees , A. Both Plan and KHP A hereby appoint WHP as their exclusive agent, and certifies that WHP is authorized to act on their behalf, for the purpose of negotiating and arranging, either directly or indirectly, incentive opportunities in connection with prescription drugs dispensed to Members under this Agreement. .Accordingly, both Plan and KHPA acknowledge that WHP may receive rebates or other incentive payments from certain drug manufacturers or others, either directly or indirectly, in connection with prescription drugs dispensed hereunder. B. In the event that the development and implementation of any such incentive program requires either Plan or KHP A to execute any documents in addition to this Agreement, Plan and KHP A agree to cooperate fully with WHP in the execution thereof. Both Plan and KHPA warrant and represent that neither party has a direct or indirect arrangement, either oral or written, with any drug manufacturers or others for incentives based upon prescription drugs dispensed to Members. Neither Plan nor KHP A may, during the term of this Agreement, either directly or indirectly, negotiate, arrange, or contract with any drug manufacturer or other entity for incentives on prescription drugs. C. In connection with and subject to the terms and conditions of this Attachment B and Section 2.4(c). of the main body of the Agreement, WHP will make payments to the respective Plan on a per paid prescription claim basis ("WHP Payment") based on the first twelve (12) months of services provided under this Agreement ("Initial Period"), regardless of the incentive amounts received by WHP. WHP wi II make such WHP Payments quarterly in the amount of $0.80, with the initial payment to be made nine (9) months after the end of the first quarter (or portion thereof) of the Initial Period, based on the prescription services provided during the quarter (or portion thereof, when applicable) that ended nine (9) months previously. Within the sixty (60) day period prior to the end of the Initial Period, WHP and KHPA will negotiate in good faith the monetary amount of any WHP Payment to apply to the subsequent 12 month period. KHP A will notify each Plan of any changes to the WHP Payment in the subsequent 12 month period. Both Plan and KHP A acknowledge that the, amount of WHP Payments described herein is based upon the value of incentives WHP expects to receive as a result of Plan's adoption and use of WHP's formulary. In accordance therewith, either Plan or KHP A will notify WHP in writing of any changes to the formulary and WHP will implement any such changes approximately 30 days following \VHP's receipt of such written notification; provided, however, that to the extent WHP determines, in WHP's sole discretion,that any such changes may adversely impact the value of incentives WHP is likely to receive hereunder, WHP will initiate renegotiations with KHPA of the WHP Payment amount. Notwithstanding anything to the contrary elsewhere in this Agreement, ifno agreement can be reached within thirty (30) days, the WHP Payments will cease accruing effective thirty (30) days following WHP's receipt of written notification of the formulary change. D. Notwithstanding the foregoing, and in addition to any other remedies to which WHP may be entitled, WHP will cease forwarding to Plan any and all amounts described in Section C above immediately upon the occurrence of any of the following: (I) breach by either Plan or KHP A of any their obligations set forth in this Agreement; (2) receipt by WHP of notice from KHPA that Plan intends to terminate this Agreement in its entirety or any portion thereof which in WHP's sole discretion may adversely impact the value of incentives \VHP receives hereunder; or (3) WHP's exercise of its right to terminate any clinical program services under Section 9.4. of this Agreement if, in WHP's sole discretion, such termination, may adversely impact the value of incentives WHP receives hereunder. F:\R WM\ContraclS\3~PHA 1.DOC\08J261991 b,L.. III. Administrative Fees and Associated Costs or Charges For services provided hereunder, Plan will pay WHP an adm inistrative fee of $0.45 per transaction. Upon the written request of Plan, WHP will provide the following additional services at the rates indicated. Prior Authorization (per authorization, if applicable) Direct Member Reimbursement (DMR) (per check) Paper Eligibility Submission (per record, if applicable) DeductiblelPlan Max Tracking (per claim, if applicable) ID Cards-Replacement Cards (per replacement PPD) On-line Client Access (hourly charge)" On-line Client Access (monthly charge) Individual Mailings (postage per PPD) $ 1.00 $ 1.75 $ 0.75 $ 0.10 N/C S6.75/hour S 35.00/user per month $' 0.55 Any other additional services may incur additional charges. WHP is not required to supply any additional reports or information unless and until it has been agreed to in writing by both parties. Taxes. In addition to the pricing terms stated in this Attachment B or elsewhere in this Agreement, each KPHA Plan shall be solely responsible for payment of any applicable wholesale distributor tax or any other excise or value added tax based upon purchases at wholesale associated with the provision of prescription services by Participating Pharmacies and Participating Mail Service Pharmacy to Members in connection with this Agreement. Each KPHA Plan shall, also reimburse WHP any applicable federal, state, or local sales tax liability for prescriptions dispensed or goods and services provided by any Participating Pharmacy or Participating Mail Service Pharmacy to Plan and its Members. Sales tax is defined as an excise tax based on consumer retail sales or gross revenues whether designated a sales tax, gross receipts tax, retail occupation tax, vale added tax, health care provider tax or tax otherwise titled or styled. It includes any tax in existence or hereafter created whether or not the bearer of the tax is the retailer or consumer. . Each month WHP will provide the Plan (Monroe County) with a total of ten (10) hours of On-Line Client Access at no charge. All KHPA On-Line Client Access in excess often (10) hours will be subject to the hourly charge set forth above. F:\R WM\ConlliCts\3"\KPHA t, DOC\08l261991 ~-> ..." A IT ACHMENT C P~ACY SERVICES JOINDER AGREEMENT. This Pharmacy Services Joinder Agreement ("Joinder Agreement") is entered into this _ day of . 1999, by and between The Board of County Commissioners of Monroe County, 'Florida, (hereinaftefreferred to as the "Plan") and WHP Health Initiatives, Inc., an Illinois corporation, doing business as Walgreens Health Initiatives (hereinafter referred to as "WHP"). JOINDER OF PLAN. Plan hereby adopts and joins the Prescription Service Agreement between Keys Physician-Hospital Alliance (KPHA) and WHP Health Initiatives, Inc., dated , 1999 (the Agreement), as a "Plan" defined therein, and agrees to perform the obligations of the Plan set forth therein as respects its Members, as defined in the Agreement, including without limitation the payment obligations of Plan thereunder, and provided that any modification or amendments to the Agreement shall not be effective as against the Plan unless approved by the Plan. TERM. This Joinder Agreement shall become effective on October I, 1999 and continue thereafter for an initial term of one (I) year. Thereafter, this Joinder Agreement may be renewed for two (2) consecutive one (1) year terms at the sole option of the Plan. WHP agrees to provide the Plan with at least (90) days written notice of its intent to terminate, non-renew, or amend this Joinder Agreement, except as otherwise states in Sections 9. and 12.9. of the Agreement. The Plan agrees to provide WHP with at least ninety (90) days written notice of its intent to terminate, non renew, or amend this Joinder Agreement. If WHP or KPHA term inate or materially amend their agreement, the Plan is given the option of contracting directly with WHP on the same terms and provisions. NOTICES. Any notices required to be given pursuant to the terms and provisions hereof shall be in writing and shall be hand delivered, with return receipt thereof, or sent by certified or registered mail, return receipt requested and first class postage paid to the addressee as follows: Plan: County of Monroe Manager: Employee Benefits Public Service Building 5100 College Road, Stock Island Keys West, FL 33040 WHP: WHP Health Initiatives, Inc. Attn.: Client Services 520 Lake Cook Road Suite 400 Deerfield, IL 60015 Copy to: WHP Health Initiatives, Inc. Attn.: Mark Mincy 7680 Universal Blvd. Suite 460 Orlando, FL 32819 ASSIGNMENT. This Joinder Agreement may not be assigned, subcontracted, delegated, transferred by either party without the express written consent of the other party, and any attempted assignment, subcontract, delegation or transfer shall be void. F:\R WM\Contracts\3"'\KPHA I.DOC\08l261991 c-\ ..... ORDINANCE 10-1990. WHP warrants that it has not employed, retained, or otherwise has acted on behalf of any former County of Monroe officer subject to the prohibition Sec.2 of Ordinance no. 10-1990 or any County of Monroe officer or employee in violation of Sec.3 or Ordinance 10-1990, and that no employee or officer of the County of Monroe has any interest, financially or otherwise, in WHP except for such interest, permissible by law and fully disclosed by affidavit attached hereto. For breach or violation of this paragraph, the County of Monroe may, in its discretion, terminate this Joinder Agreement without liability and may also. in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee. commission. percentage. gift or consideration paid to the former County of Monroe officer or employee. CONFLICT OF INTEREST. WHP assures the County of Monroe that to the best of its knowledge. information and belief. the signing of this Joinder Agreement does not create a conflict of interest. OWNERSHIP OF INFORMATION. Subject to federal and state laws pertaining to patient confidentiality, all Drug Utilization Review and Disease State Management documents and reports which are prepared in the performance of this Joinder Agreement will be made available to the Plan upon - written request for use as the Plan deems appropriate. Any patient identifying information shall not be _ disclosed without written consent ofthe patient. RIGHT TO AUDIT. Upon prior written and reasonable notice. WHP is required to allow the Plan to audit or review documents in support of the billings. made to the County. In Witness Whereof. Plan and WHP have caused this Agreement to be executed by their respective corporate officers. on the day set forth below. ~ 'f By: ~ Board of County Commissioners of Monroe County, Florida ... .- ~\ .., \: " .........,,, ~ - ~ . \- ~.......::-=~~.-"- '-!-.J-fO,S'~'I,;VV\~~.. By: . WHP Healtb Initiatives, Inc. Date: October 12, 1999 Date: '1-8-99 ~.."..,...~.o_o. />-;~<.~. -. .' .,-,.. ft .~ I.... . , ,:,........ . . "',- \. ,.... .... ,"! .. ...." . (S::':!.) 'Co" \ ATTEST: O;,N:N L !::>LHAGE CLERK ,~. .-~: S(~C. ~V~ ~,~_ [;-,.~., . Its: President Its: ()1 Q VO (' I' ~~~~~~~ "OFFICIAL SEAL"J DENISE F. HLADNIK Notary Public, State of Illinois ~ My CommissIon Expires 10/01/01 . ~~~~~~~~~~ F:\RWM\Contncts\3~PHA I.DOC\O&I26199\ ." Attachment D WHI Formulary of "Preferred" and "Non-Preferred" Products - Aue:ust.1999 Preferred Zestril/Zestoretic, Monopril Non-Preferred V asotecN asoretic, PrinivilfPrinzide, Altace, Accupril Diovan, A vapro Atacand, Cozaar Pravachol, Lipitor Mevacor, Zocor Adalat CC**, Norvasc Pro cardia XL, Dynacirc, Dynacirc CR Desogen, Tri-Phasil, N ordette Ortho-Cept, Tri-Levlen, LevIen Humulin L, N and R Novulin L, N and R Allegra Zyrtec Beconase (NA, AQ), Flonase, Nasarel, Nasonex, Rhinocort Vancenase (NA,AQ), Nasacort, Nasacort AQ Daypro, Relafen Lodine XL, Naprelan, Oruvail, Voltaren EC ranitidine (1), cimetidine (2) Pepcid, Axid, Tagamet WHP reserves the right to change the Preferred and Non-Preferred Products at anytime and for any reason. . Nifedipine XL (a generic) will replace Adalat CC when it becomes available F:\RWM\Contracts\3"\KPHAl.DOC\0lV261991 b - \