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Item E02 �s E.2 r`, County of Monroe �y,4 ' �, "tr, BOARD OF COUNTY COMMISSIONERS County �a� Mayor Michelle Coldiron,District 2 �1 nff `ll Mayor Pro Tem David Rice,District 4 -Ile Florida.Keys Craig Cates,District 1 Eddie Martinez,District 3 w � Holly Merrill Raschein,District 5 County Commission Meeting November 17, 2021 Agenda Item Number: E.2 Agenda Item Summary #9768 BULK ITEM: Yes DEPARTMENT: Employee Services TIME APPROXIMATE: STAFF CONTACT: Natalie Maddox (305) 292-4450 N/A AGENDA ITEM WORDING: Approval of plan year 2022 rate for administration of Employer Group Waiver Program (EGWP) by Benistar Admin Services Inc., the vendor used by the County's pharmaceutical benefits manager (PBM), Capital Rx, Inc., to provide coordinated pharmacy services and benefits for retirees and dependents. Also, approval for County Administrator or Director of Employee Services to execute any necessary documents. ITEM BACKGROUND: This item seeks approval for the rate offered by Benistar Admin Services Inc., Capital Rx, Inc.'s vendor, for administration of the County's coordinated Employer Group Waiver Program (EGWP) pharmaceutical benefits and services for retirees and dependents. This is a fully insured retiree drug program that renews annually. The rate for plan year 2022 will be $197.13 per month per retiree or dependent. Currently ninety-five retirees and dependents are covered under the program. The cost of the renewal is a set fee per person enrolled. The renewal offer is an increase of 4.6% from the previous year. Gallagher Benefits Services, Monroe County's benefits consultant and actuarial consultant, has reviewed the renewal offer and notes that the increase is less than the overall industry trend in pharmacy plan renewals. On August 19, 2020, the BOCC approved the three-year Agreement with Capital Rx, Inc. to provide Pharmacy Benefits Management services and Employer Group Waiver Program (EGWP) for employees, retirees, and dependents beginning January 2, 2021; and the Business Associate Agreement. In July 2020, the BOCC authorized staff to award a bid and negotiate an agreement with CapitalRx for Pharmacy Benefits Management services; including Employer Group Waiver Program + Wrap (EGWP) for Medicare Eligible Retirees to ensure that the County is receiving the best plan and options at favorable costs to the County and plan participants. On June 24, 2020, the five-member Pharmacy Benefits Management Selection Committee met to discuss the proposals and recommended CapitalRx to the BOCC, which was heard at the July 2020 regular meeting. Packet Pg. 107 E.2 This agreement includes a pass-through pricing model with administrative fees, which is anticipated to save pharmaceutical plan costs over those of the current vendor and pricing structure. The CapitalRx formulary includes a low member disruption in terms of covered drugs. CapitalRx account service members are all registered pharmacists, so the County expects to improve pharmaceutical benefit customer service as well. CapitalRx references were all favorable. The County's benefit consultant, Gallagher Benefit Services, supported the staff recommendation to change vendors to CapitalRx. The agenda item also seeks approval for the County Administrator or Director of Employee Services to execute any additional necessary documents. PREVIOUS RELEVANT BOCC ACTION: August 2020 —BOCC approved the Three-year Agreement with Capital Rx, Inc. to provide Pharmacy Benefits Management services and Employer Group Waiver Program (EGWP) for employees, retirees, and dependents beginning January 2, 2021; and the Business Associate Agreement. July 2020 —BOCC approved award of bid to CapitalRx and authorization for staff to negotiate an agreement. January 2020—BOCC Approved RFP Advertisement for Pharmacy Benefits Management July 2019 —BOCC Approved Contract Amendment—Walgreens Network Change—Contract to expire 12/31/2020. December 2017—BOCC Approved 3-Year Contract with Envision Rx—Contract to expire 12/31/2020. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: Monroe County Florida - Renewal EGWP Only - 2022 08_19_2020 Agreement Schedule F Monroe County EGWP Proposal 20200713 Schedule E Attachments A-E Cap-RX_-Monroe County BAA_Cap Rx executed Certificate of Insurance FINANCIAL IMPACT: Effective Date: 01/01/2022 Packet Pg. 108 E.2 Expiration Date: 12/31/2022 Total Dollar Value of Contract: Approximately $ 240,000.00 Annually Total Cost to County: Approximately $ 240,000.00 Annually Current Year Portion: N/A Budgeted: Yes Source of Funds: Primarily Ad Valorem CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes Additional Details: N/A REVIEWED BY: Bryan Cook Completed 10/29/2021 1:46 PM Natalie Maddox Skipped 10/14/2021 4:01 PM Amy Lane Skipped 10/29/2021 1:46 PM Assistant County Administrator Christine Hurley Skipped 10/29/2021 1:46 PM Cynthia Hall Completed 11/02/2021 10:51 AM Purchasing Completed 11/02/2021 11:00 AM Budget and Finance Completed 11/02/2021 11:02 AM Maria Slavik Completed 11/02/2021 11:44 AM Liz Yongue Completed 11/02/2021 12:04 PM Board of County Commissioners Pending 11/17/2021 9:00 AM Packet Pg. 109 CL GRoup RETIREE HEALTH SOLUTIONS CL O/31/ZUZ1 RE: Monroe County Board of County Commissioners Retiree Prescription Drug Program—ES| u Dear Monroe County Board of County Commissioners: 0. Please be advised that there will be a 4.60Y6 rate increase for the Express Scripts Group Medicare Part D Program.The rate " increase is effective January 1, 2022. You will find the renewal rate(s) below: *- GroupMedicarePartDP|an $197.13 � � This plan will automatically renew unless you notify Benistar of the group's plans to change plan design or terminate � coverage. If this group intends to term coverage or make any plan design changes, please let us know no later than Octobel 31st. � 0 We would be more than happy to discuss this renewal with you in greater detail. You can contact meat (800)'969'6000 ext: 3243. Sincerely, �/eR Anderson CD Regional VP, Business Development ^ E.2.b Kevin Mad* CPA Clerk of the Circuit Court&Comptroller Monroe County, Florida DATE: ()ct.ober 16, 2020 TO: Bryan Cook, Director Employee Services FROM: Pamela G. Harico C. v, SUBJECT: August 19" BOCC Meeting Attaclied is ari electronic copy of the following item for your liandling: Cl 'l,liree-year Agreement.wide Capital Rx, Inc., to provide Pliarinacy Benefits Management services and an Fanployer(xroup Waiver Program for employees, retirees, and dependents beginning january 2, 2021; and the Business Associate Agreement. Sliould you leave any questions please feel free to contact me at.(305) 292-3550. T).E cv cv cv c c cv cv i CC'. County Attorney �.i Finance CD File KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING 500 Whitehead Street 3117 overseas Highway 88820 overseas Highway 50 High Paint Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 PI 305-294-4641 305-289-6027 305-852-7145 305_ Packet'Pg. 111 E.2.b 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 CL 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: .E 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. cv cv "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 E 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. i "AWP" means the average wholesale price of Drugs or Supplies, as applicable, as dispensed and as setco 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. Packet Pg. 112 E.2.b "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 y 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. CL "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. .E "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. cv cv "Copay Assistance"means any discount, repayment, product voucher,or other reduction to the Cost cv 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 W 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. cv i "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". co CD "Discount Card" means any discount card, discount program, cash card,OTC benefits card, or similar arrangement by any other name,and includes any payment mechanism or program through which the customer is entitled to pay a cash price for any product by virtue of presenting an Identification Card and for which the customer is a person designated by Sponsor pursuant to this Agreement as not eligible for Covered Pharmaceuticals under one of the Sponsor's Groups. With a Discount Card,there is never any amount due from any third party and customer is responsible for the entire amount due. 2 Packet Pg. 113 E.2.b "Dispensing Pee"means the amount payable by Sponsor under this Agreement for a Participating Pharmacy y 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 CL of$0.00,Claims submitted by rural pharmacies,and Excluded Pharmacy Claims. .E "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 Lu 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"(IIT/U pharmacy), "09" (VA pharmacy), "II"' (institutional pharmacy), "l2" (MCO pharmacy), "13" (DME C44 supplier), "16" (nuclear pharmacy), "17" (Military pharmacy), "18" (Compounding), "19" (Oxygen equipment), "20" (Nursing facility), "21" (Customized equipment), "22" (dialysis equipment), "231" (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. cv "Generic" means those Drug or Supplies that have a Medi-Span Multi Source Code of"Y" or a DAW 5 i Claim and not a Specialty Drug co CD "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. Packet Pg. 114 E.2.b "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, CIL judicial or administrative order or agreement with any governmental agency, unit or subdivision, as such may be amended from time to time. E "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. cv cv "Member" means a person designated by Sponsor pursuant to this Agreement as eligible for Covered N 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." o 0. 0. "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 m 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 N otherwise would have been a Rejected Claim to adjudicate as a Paid Claim; rules that that change, reduce, C44i 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. co CD "Paid Claim"means a Claim that is approved for payment, in whole or in part, and has not been reversed within the same invoice period. "Participating Pharmacy" means a Retail Pharmacy, Mail Order Pharmacy, or Specialty Pharmacy, excluding Out-of-Network Pharmacies. 4 Packet Pg. 115 E.2.b "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 CIL or on behalf of Capital Rx or its Affiliates. .E "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) cv 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 i 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 co CD handling and/or administration requirements. Specialty Drugs may be administered by any route of administration. Specialty Drugs may include biosimilars. Specialty Drugs include those and only those Drugs and Supplies on the Specialty Drug List,and any added to the Specialty Drug List after the Effective Date. "Specialty Pharmacy" means an entity that (1) is licensed under Law, (2) dispenses Specialty Drugs to Members through the U.S. mail or a commercial carrier service,and(3)that has entered into an agreement 5 Packet Pg. 116 E.2.b 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, CIL 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. E "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. 0 "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, 0 without limitation, Claims for those products with a Medi-Span GPI-2 of 17. T).E "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 N 2.1 Services. Capital Rx shall provide the PBM Services set forth in Schedule A. cv 2.2 Program Materials. Capital Rx shall supply all forms necessary for Capital Rx to implement and o administer the Plans under this Agreement. 2 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, E 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 CD N Rx. Capital Rx and Participating Pharmacies are entitled to rely on the enrollment information N provided hereunder. CO 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 m 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 6 Packet Pg. 117 E.2.b 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 Lu 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. CIL 3.4 Member Communications. Sponsor is responsible for notifying Members of any Benefit Design E 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 0 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 cv 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. `V 0 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 `V 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 co CD 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 7 Packet Pg. 118 E.2.b third party for collection,Sponsor will reimburse Capital Rx for its collection costs, including but not Iimited to reasonable attomeys' fees and expenses. y 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. CL 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 E 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 0. 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. N cv 4.9 Financial Statements. Upon request,Sponsor will provide a copy of its most recent audited financial statements to Capital Rx. 2 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 E 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 CO C 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 i 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 CO CD Ci 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 8 Packet Pg. 119 E.2.b 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 y 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 CL laws of the State of Florida, including but not limited to: .E a.Keep and maintain public records required by Monroe County in order to perform the service. b.Upon request from the public 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. Lu 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 cv 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 E CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING 2 CO TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC CD RECORDS, BRIAN BRADLEY, AT (305) 292-3470, bradlcy- brian a`mon roecOLi ty-fl.gov, c/o Monroe County Attorney's Office, 1111 1211 St., Suite 408, Key West FL 33040. co CD 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 Packet Pg. 120 E.2.b 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 CIL 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 E 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 0. stringent as those contained herein. The Receiving Party may disclose Confidential Information to Lu 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. N 0 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. cv 6.5 Programs. Any clinical and other programs implemented by Capital Rx, including any Formulary, i 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. CO CD 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 10 Packet Pg. 121 E.2.b 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 0. 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 TERMINATIONCL 7.1 Term. This Agreement is for an initial term of three(3)years from the Start Date("Initial Term"), E 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. 0 0. 7.2 Termination. This Agreement may be terminated in the following manners: Lu 0 (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. cv (c) By either Party if the other Party becomes insolvent, is dissolved or liquidated, makes a o 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. N cv i 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 CO CD 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 li Packet Pg. 122 E.2.b 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 .E 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 y 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. cv 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 o 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 `V business of the Indemnified Party or its Affiliates. The Indemnifying Parry shall have the right, in its i sole discretion,to select counsel and to control the defense and settlement with respect to any Action. CO CD 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; 12 Packet Pg. 123 E.2.b - 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. v, Prior to execution of this Agreement by the Sponsor, Capital Rx must produce certificates of CIL 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 E lapses or expires. 8.5 Pharmacy Care. Sponsor acknowledges that,except to the extent provided in Section 8.1,Capital Rx c 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 LU 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, c 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, m 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. cv 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) co 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 93 Packet Pg. 124 E.2.b 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 E 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 0. 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. .E 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. cv 9.4 Amendment. This Agreement may be amended only in writing when signed by a duly authorized representative of each Party. 0 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. CD 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, CO CD 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. �- 14 Packet Pg. 125 E.2.b 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. CL 9.11 Construction. The Parties jointly prepared this Agreement and have had the opportunity to consult with counsel about its terms. No rule of construction relating to ambiguity shall be applied against E 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. 0 0. 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. T)E 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, N return receipt requested, in each case address as follows: 0 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 E 228 Park Avenue S.#87234 New York,NY 10003 Attention: Legal cv 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. co CD 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 Packet Pg. 126 E.2.b 9.17 Survival. The provisions of Sections 4, 5, 6, 8, 9.14 and 9.15 will survive the termination of this in 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. CL 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 E 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. 2 9.20 The terms and conditions contained in Schedule E, Attachments A-E, attached to this Agreement, 0. 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. 0 9.21 The representations contained in the Proposal submitted on or about April 2, 2020 by Capital Rx to y the Request for Proposals for Pharmacy Benefits Manager are incorporated by reference in this E 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 N Sponsor and administered by Capital Rx in accordance with the applicable federal and state laws cv and regulations governing such plans. The terms and conditions by which the EGWP will be administered are set forth in Schedule F. 2 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. cv cv co CD i i lb Packet Pg. 127 E.2.b IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed in duplicate by affixing y the signatures of duly authorized officers. SPONSOR CAPITAL RAC,INC. BOARD OF C T OMMISSIONERS OF MONRO A By: By: 14- Name: Hea VerCarruthers Name: l,wjwAlemzadeh Title: Mayor Title: Vice President of Legal q )-v 7__Lv Date: I810612020 KEVIN MADOK, CLERK 0 {� As Deputy Clerk ceu... ug APPROVED AS TO FORM AND CONTENT: MONROE COUNTY ATTORNEYS OFFICE N N CD CD B-21.2020 p `. Cn O {� C G3 CD N CD CD 100 tT Packet Pg. 128 E.2.b SCHEDULE A PBM SERVICES v, 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 CL pharmacy agreements. Capital Rx is responsible to contract with such pharmacies. .E 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 c 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. 0 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 W recoveries to Sponsor. E. Pricing & Reconciliation. The pricing and reconciliation teens applicable to Retail E Pharmacies are set forth in Schedule B. 2. MAIL ORDER PHARMACY cv CD cv i 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. col CD 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 18 Packet Pg. 129 E.2.b 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. v, 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 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. 0 3. SPECIALTY PHARMACY y .E 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. cv B. Pricing& Reconciliation. The pricing and reconciliation terns applicable to the Specialty Pharmacy are set forth in Schedule B. `V 0 4. FORMULARY AND REBATE ADMINISTRATION 2 0. 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 m generic availability. Capital Rx shall work with Sponsor to effect the adoption, distribution, and implementation of such Formulary. cv 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 adherenceco 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 Packet Pg. 130 E.2.b 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. Lu _ 5. CORE ADMINISTRATIVE SERVICES CL 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 0. B. Member Communications 1. Standard Capital Rx Welcome Packages(mailed to Sponsor) 2. Other standard Capital Rx Member materials(e.g., claim forms) .E 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 cv 3. Payments to Participating Pharmacy under applicable contracts 4. Coordination of benefits (COB)(reject for primary carrier, electronic only) `V 5. Sponsor access to claim system for up to two (2) user IDs by specific, identified o Sponsor employees only 2 0. 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 N Pharmacies, Members, and/or prescribers i 2. Concurrent DUR-- automated for point of sale transactions;edits include clinical andco i 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 2� Packet Pg. 131 E.2.b 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 cn W. Claims Runout(post-termination) CIL 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 E 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 y .E 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 cv 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. 0. 0. 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. cv co CD i i 21 Packet Pg. 132 E.2.b 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. 0. 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 y 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 CL 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 al I Capital Rx clients. LU 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 Ln 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, cv cv CD Performance Guarantees Measured on a Capital Rx Book of Business Ba is: 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 ripply 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 co CD 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 Carder � 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 31 Packet Pg. 133 E.2.b 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. CL 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 CL — 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.. c Performance Guarantees Measured on_a_Sponsor Specific Basis: Lu 0 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 v, 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 cv Guarantee is measured and reported on a Contract Year and Sponsor specific basis. `V cv Overall Implementation. Capital Rx guarantees Sponsor's implementation will be finalized at least o 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 0. 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 0) and/or Welcome Booklets within five(5)Business Days of receipt of clean,accurate and complete electronic file for ongoing eligibility updates. Implementation and re-issues are not considered part of this guarantee. This is measured and reported on a Contract Year and Sponsor specific basis. `V cv i 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 co CD ci 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 fallowing 5-point scale; Completely Satisfied, Very 32 Packet Pg. 134 E.2.b 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 CL basis. w .E 0 0 .E cv cv cv 0 2 CO cv CO CD cv i i �3 Packet Pg. 135 E.2.b SCHEDULE E ATTACHMENTS A-E .E c 0 Ln E w cv cv CD cv 4- 0 2 cv CD cv i w co u J Packet Pg. 136 E.2.b 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: CL 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 E 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, 0. partners, and persons having primary management or supervisory responsibilities Lu 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 T) Purchasing if, at any time prior to award, the Proposer learns that this certification a 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 cv 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: l Capital2020 x 0) Company Name: 2 Address: 85 Broad Street cv CD City/State/Zip: w o rk 35-2612946 SSN or EIN No: _w CO CD Ci Packet Pg. 137 E.2.b ATTACHMENT Condition of Submitting sal The undersigned Proposer has carefully examined all instructions, requirements, specifications,terms, and conditions of the RFP and Agreement and certifies: CL 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 FP and Agreement. CL 2. it has the necessary experience, knowledge, abilities, skills, d resources t satisfactorily performthe requirements, specifications, terms, and conditions of 2 e RFP and the Agreement. Further. if awarded, Proposer agrees to perform theE 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 Board of County Commissioners` (MCB C) ll rely an such statements, information, and representations in selecting the successful proposer(s). . That the prices quoted shall be MCBOCC`s pricing for the product and/or services for the firma stated in the RFP. 6. It shall be bound by all statements, representations. warranties, and guarantees v, de in Its;Proposal. E 0) . 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 scale discretion. . All purchase orders must be duly authorized and executed by MCBOCG and subject to the terms and condition of the RFP and Agreement "' By checking this box, Proposer agrees that MCl3CCC reserves the right to extend the terms, conditions, and prices of this Agreement to other Institutions (such as Mate, Local and/or Public MCE C) who express an interest in > participating in any Agreement that results from this RFP. Each of the piggyback institutions will Issue their own purchasing documents for the goods/ services. Proposer agrees that MCECCC shall bear no responsibility or liability for any agreements between Proposer and the other Ins ' on(s) who desire to exercise this option. VENDOR LEGAL a Capital Rx AUTHORIZED SIGNATURE. :4 cv PRINT E: CD Ron Rosccla TITLE: Vice President,Strategy C44co i 18 Packet Pg. 138 E.2.b ATTACHMENT C y Agreement Standard Terms & Conditions 1. Delve and Installation. All deliveries of goods or performance of services shall be LU made pursuant to a written purchase order issued by MCBOCC, which assumes no y 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 CIL 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 0. 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, y 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. > 0 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. E 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 l CD or replace any defective goods, by written notice to the Proposer. 5. License. Proposer warrants and represents that it is the owner of or otherwise has the right to and does hereby grant MCBOCC a license to use any software provided for the purposes for which the software was obtained. Such purposes are set forth in MCBOCC°s RFP. 6. Terms of Service. In the event of any conflict between the terms of this Agreement 20 Packet Pg. 139 E.2.b 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 y "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 LU 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 LU 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. y .E 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 2 ik) Remove the products or discontinue the services and cancel any future charges pertaining thereto, provided, however, that Proposer will not �- exercise option ii,., until Proposer and MCBOCC have determined that options b.i. and b.o, 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 l CD services were neither designated nor contemplated,or fl) The claimed infringement in which MCBOCC has any direct or indirect E interest by license or otherwise, separate from that granted herein. . 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 Packet Pg. 140 E.2.b 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 y 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 y 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 P 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. LU 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. CD 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 N Agreement were spent for purposes not authorized by this Agreement, the Proposer N, 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. CO CD 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 Packet Pg. 141 E.2.b 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 LU 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, N 16. Indemnification and Mold 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 E Proposer, its officers, employees and/or agents, including it sub or independent 2 Proposers, to observe applicable laws, including, but not limited to, labor laws and minimum wage laws. N c) MCBOCC will not indemnify, defend or hold harmless in any fashion the Proposer from any claims, regardless of any language in any attachment orCO other document that the Proposer may provide.. 17. Attorney Fees, Proposer agrees that, in the event either party deems it necessary to E 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 Packet Pg. 142 E.2.b 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 y 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. Eat'rt a 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, y 0. EQrc_ a Maieure. No party shall have any liability to the other hereunder by reason of CL any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force maj,eure, 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. This Agreement may be modified only by prior written y 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 W 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 0) 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 CD 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 T-, CO 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). E 26. Contingent Fees. Proposer hereby represents that Proposer has not been retained, or retained any persons, to solicit or secure a MCBOCC Government Agreement upon an agreement or understanding for a contingent commission, percentage, or brokerage fee, except for retention of bona fide employees or bona fide established commercial 24 Packet Pg. 143 E.2.b 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 y 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 LU 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 N $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 N, the employment eligibility of all new employees hired by the subProposer during the Agreement term. co CD 30. Non-Discrimination. It is the policy of the MCBOCC not to discriminate on the basis of age, race, sex, color, national origin, pregnancy, religion, gender or disability in its hiring, promotion, demotion, dismissal or laying off, and employment practices, or in admission to, access to, or operation of its programs, services, and activities. With regard to all aspects of this Agreement, Proposer certifies and warrants it will comply with this policy. No person shall be excluded from participation in, be denied benefits 25 Packet Pg. 144 E.2.b of, be discriminated against in the admission or access to, or be discriminated against in treatment or employment in MCBOCC's Agreement programs or activities, on the grounds of handicap and/or disability, age, race, color, religion, sex, national origin, pregnancy, religion, gender or any other classification protected by federal or Florida State Constitutional or statutory law; nor shall they be excluded from ) participation in, be denied benefits of, or be otherwise subjected to discrimination in E the performance of Agreements with MCBOCC or in the employment practices of MCBOCC's Proposers. Accordingly, all Proposers entering into Agreements with MCBOCC shall, upon request, be required to show proof of such nondiscrimination and to post in conspicuous places that are available to all employees and applicants, notices of nondiscrimination. 31. QQmpliancg with the Amerigana With DisabilitiesThe 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 LU auxiliary aids and services shall be provided upon the reasonable request of a qualified person with a disability. T 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. N 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 E 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. N 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 CO CD public records to the public MCBOCC upon completion of the Agreement, the Proposer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Proposer keeps and maintains public records upon completion of the Agreement, the Proposer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon request from the public MCBOCC's custodian of records, in a format that is compatible with the information 2s Packet Pg. 145 E.2.b 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 hn monrce cu -tl. , c/o Munroe County Attorney's Office, 1111 12 St., Suite 408, KeyWest FL 33040. 33. Eftctiyg 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.. N CD co 27 i Packet Pg. 146 E.2.b NON-COLLUSIONATTACHMENT D VIT I, eolc-e-v of the city of kCf L (;z> according to law on nay oath, and under penalty of perjury, depo e and say that: I of the firm of_ Ick the respondent making the Proposal for the project described in the Notice for Calling for bids for: JP gco and that I executed the said proposal with f authority to do so: 0 The prices in this hid have been arrived at independently without collusion, consultation, Ln 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 lave, 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 CD 4- 0 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. (Signature of Respondent) (Date) CD STATE OF; rt"e r'dAco CD �i COUNTYOF: PERSONALLY APPEARED BEFORE ME, the undersigned authority, -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 g. , 28 Packet Pg. 147 E.2.b F NOTARY PUBLIC My Commission Expires: . , CHELSFAM.PUM MYCOMMONOGG331070 cn 4� R 7® en U CL E c 0 T).E cu L. cv cv CD cv 4- 0 2 CD cv CD cv w co Packet Pg. 148 E.2.b ATTACHMENT DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 27. 7 hereby certifies that: AP I.— — (Narrae ofBusiness) 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 violation of such prohibition. . Informs employees about the dangers of drug abuse in the workplace, the business's 0. c policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, LU and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. . 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 Mates or any state, for a violation occurring in the workplace no later than five ( ) days after such conviction. r . 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. 5. Makes a good faith effort to continue to maintain a rug-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. CD co STATE OF c t Doq (Signature of espondent) COUNTY of Date PERSONALLY APPEARED EEFORE ME, the undersigned authority, a,4A 0 Sc.114 who, after first being sworn by roe, (name of individual signing) affixed his/her signature in the space provided above on this 29 Packet Pg. 149 E.2.b E? day of_ ---- 0 y commission expires: NOTARY PUBLIC � 1970CL 7 0. 0 N N N CD 4- 0 2 CD CD co r I u 310 Packet Pg. 150 E.2.b SCHEDULE F EGWP v, e r Kmke.e HeafthP5' .l fog-Montoe County,Ill.. Proposal Summary CL e appremw the opporturity to propow a grrsup retreemeet the needs of Monre retwee pDpukabon The proposedprmCrarn is a any rebrees of Macron County effective January 1, Hi6fights of the r° Medicare Prescfiplbon Drug Plan The proposed prescipboo glares a#e Errs (EG ),provided t Capital Rx. Capdal duvugh Berustar AdIrrurusmMve Senwes,who uses "a MedicareNk,ffA=W and Services(CMS)to serve as a hiedwam hart[5 l ft worting � 0 Pauses` rr- T dFdl l n descgnsara avadable,dot fall re,ftrt D Coverage Gap, cenunm*referred to as t Plarrs can cover brand drupand genewvN ki the cowerage pp,or jus2 geneors, e ro s demed w -ftA a numornurn on Cat-mtruphirropaysjc ,--in ties coverage phase,roemben will rweer a / rti aarar is erxc*e&that tA dFair- , _broadest formulary rage @ u r re N r. Pan .and strocUrdly covers Nxm-flary D drugs with the exception of Part 6 dnics(typically tV 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 afa°y u4V4y of mondumigh Rorne Defivery, > 0 typkaily with ,than dwf would pay at rvial. 0. Fkridbility in PUtn Design-MatcHng Ord des-Cm as closely as passNe s nwinber 0. c6sruption. (Xvmwegy allows us to nuinintize disrup6on vwlhdestill.dbowing savings. Pfanauacyall major e a s,E" Aid- Them � 66,WD phwmades nationwide- E ptAn premium rztes wKlude ldpdcary Part D subWv.is no adeftional suhskly fAinC needed, The x�subsidy under their EGWP piam is CD Wg$rer dim tttrx average suhsidy veceived y their cferas who file s ` . N Administrabon provideA by Benistar cCD V Impfevaentationo- s wig be ptoveledy Senistar -,a .r = I kr,wart, -,txmt. r is spectficAly ftmmed an the adninirmation of redree.medical and prescription drug plate and has dw e%perfise,to acindrinter these s as a towaly integrated a for efigible retirees- As thod-party currently manages benefft for over 1,GM p=-&S G3 U www _c com 35 ,f Packet Pg. 151 E.2.b - - DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 8t1112020 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). .2 PRODUCER CONTACd Arthur J, Gallagher Risk Management Services, Inc. vlAfa FAX 2D0 Jefferson Park •800-350- 005_ Alc No:973-921-2876 E-MAIL CL Whippany NJ 07981 DR .� INSURER(SI AFFORDING COVERAGE NAIL M DB-72,4491INSURER A!Northfield Insurance Company Compapy 27987 LIJ INSURED CAPIRXL-01 INSURER B:Kinsale Insurance Company CoMpany 38920 N Capital RX Inc 28 Park Ave S Suite 8 87234 INSURER c.Underwriters at_Lloyd's Landon 15792 Now York NY 10003 INSURER 0, Evanston Insurance Company 35378 L 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 REDUCE 0 BY PAID CLAIMS. INSR ADDLSUSR POLICY EFF POLICY Elie C7 LTR TYPE OF INSURANCE POLICY NUMBER MRNDDPYYY MMlBB)YYYY LIMITS 0. A X COMMERCIAL GENERAL LIABILITY Y WS414317 312312020 3/23/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE [.I OCCUR PREMISES Ma occu nce $100,000 rm APPROVED RISK AN GEilr'#EN ' MED EXP(Any one person) S5,000 PERSONAL&AOV INJURY $EXCLUDED m ...... B-11-2020 GENL AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE 5 3,000,000 N POLICY PRO- F JET LOC - ! PRODUCTS-COMPIOPAGG SEXCLUDED -- 0) OTHER: S -. . . GEMBEtSNGLELIWT den)AUTOMOBILE LIABILITY Y 1St14317 Sd2312020 St2312021 S.1,000,000 ANY AUTO BODILY INJURY IPer person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY{Per ae�adent) S X HIRED X NON-OWNED PRO P€RTY DAMAGE S AUTOS ONLY AUTOS ONLY Per aaadenl- a UMBRELLA LIAR X OCCUR 01001106650 312312020 3/2312021 EACH OCCURRENCE S 1,000,000 CV X EXCESS LIAR CLAIMS-MADE AGGREGATE S 0 LIED _--_ RETENTIONS _ S WORKERS COMPENSATION STATUTE ERH 0 AND EMPLOYERS'LIA8ILnY C7 ANYPROPFUETORJPARTNEFUEXECUTIVE Y❑ N!A E.L.EACH ACCIDENT S OFFICERIMEMBEREXCLUDED? _ _-_--— (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE a W II yyea,descnbe under DESCF2IPTICN OF OPERATIONS below t E.L.DISEASE:.POLICY LIMIT I S C E B O MPL219103720 311312020 311312021 Professional Liao 1 MN2 Mil Agar 0) D Tech MKLVIPDBO00065 5IV2020 51212021 Cyber Liability $1.000,000 0) 0) sm DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be 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. N 00 r I CERTIFICATE HOLDER CANCELLATION 0) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C,1 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ¢ Monroe County Board of County Commissioners, 1100 Simonton St AUTHORIZEOREPRESENTATFIE 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 Packet Pg. 152 CELW Group Retiree Health Proposal forMonroe County, FL Proposal Summary �- We appreciate the opportunity to propose a group retiree health program that will meet the needs of CL Monroe County and their Medicare-eligible retiree population. The proposed program is a fully-insured group Medicare Part D prescription drug plan for the post-65 retirees of Monroe County effective January 1, 2021. Highlights of the Group Medicare Prescriptionrub Plan The proposed prescription drug plans are Employer Group Waiver Plans (EGWP), provided through 0. Capital Rx. Capital Rx subcontracts EGWP services through Benistar Administrative Services,who uses LU Express Scripts Insurance Company (ESIC) as the risk bearing entity. ESIC contracts with the Centers for Medicaid and Medicare Services (CMS)to serve as a Medicare Part D Plan Sponsor. Capital Rx working together with Benistar and ESIC, manages compliance with CMS regulations regarding Part D plans. Features include: • Fill the Donut Hole—Plan designs are available that fill the Medicare Part D Coverage Gap, commonly referred to as the "donut hole". Plans can cover brand drugs and generics in the cv coverage gap, or just generics, based on the group's desired plan design. • cv Enhanced Catastrophic Coverage—Full-coverage plans standardly put a maximum on Catastrophic Coverage copays/coinsurance; once in this coverage phase, members will never 76 have a copay/coinsurance which exceeds that of their Initial Coverage Stage. • Covered Drugs— Broadest formulary that includes coverage for all drugs eligible under Medicare Part D, and standardly covers Non-Part D drugs with the exception of Part B drugs (typically covered by medical plan), BEERS drugs (which have been identified as high-risk for seniors), and Lifestyle drugs (which can be covered for an additional fee). N • Full Order—Retirees can receive a 90-day supply of most medications through Home Delivery, 76 typically with lower co-pays than they would pay at retail. 0. • Flexibility in Plan Design—Matching plan designs as closely as possible minimizes member disruption. Our strategy allows us to minimize disruption while still showing savings. CL CL • Pharmacy Network— Includes all major pharmacies including Walgreens, CVS, and Rite Aid. There are over 66,000 pharmacies nationwide. LU • Government Subsidy—The proposed plan premium rates include Medicare Part D subsidy. There is no additional subsidy filing needed. The average subsidy under their EGWP plans is higher than the average subsidy received by their clients who file for the RIDS subsidy. 2 r_ Adniinistration provided by Benistar 2 Implementation and ongoing plan servicing will be provided by Benistar Admin Services Inc., a third- party administrator located in Avon, Connecticut. Benistar is specifically focused on the administration of retiree medical and prescription drug plans and has the expertise to administer these plans as a o totally integrated and seamless solution for eligible retirees. As third-party administrator, Benistar currently manages benefits for over 1,600 post-65 retiree groups. m 0 www.cap-rx.c Packet Pg. 153 CELW Group Retiree Health Proposal forMonroe County, FL Administrative services provided under this retiree program include: CL • Full implementation Support o Communications— Benistar will work with Monroe County to draft retiree communications, including any CMS-required elements. o Eligibility and Enrollnient—Benistar will coordinate all applicable eligibility and enrollment information with the carriers and provide eligibility management services in a manner that complies with HIPAA and all federal, state and local privacy and other LU applicable laws. 0 o Welreonie Kit—Retirees will receive a welcome kit including ID card, certificate of insurance, benefit summary, evidence of coverage, and formulary. • Toll Free Cali Center Access—Retirees can call the Retiree Customer Service Center with questions about their benefits, making the program integrated and seamless to the retiree. The retiree customer service team is trained in Medicare products and in working closely with seniors. Representatives will stay on the line with the member and consult with the carrier or CMS to resolve member issues. Retirees are not rushed off of the phone and there are no time limits for a service call. 0 • Billing— Invoices can be prepared to the needs of Monroe County. We can bill the company directly, bill the retirees, or split the bill and bill the retirees for their portion of costs. Retirees can also sign up to have their premium amounts automatically withdrawn from their bank account.• r9 Boutique service—Employers and retirees will have access to Benistar's resources and support � in the form of a highly-trained retiree service center which is capable of providing an exceptional level of service in the areas of billing, eligibility, and claims questions. N Assumptions of the Program 0 • Program Sponsorship—No other competing group retiree plans will be sponsored alongside this CL CL plan including Medicare Advantage or individual plans. • Contribution—This quote assumes that Monroe County contributes 100%of the monthly LU member premium. • Participation .. If the enrollment were to change by more than +/- 10%of what was assumed in the quote, we reserve the right to adjust the premium. • implementation timeline—Due to CMS-required procedures, 60 days are required to 0 implement the coverage. The effective date proposed may need to be adjusted accordingly. • Expiration—Premiums may be adjusted if the effective date is changed from the date in this _ proposal. 0 0 www.cap-rx.c Packet Pg. 154 CELW Group Retiree Health Proposal forMonroe County, FL Maximize Medicare and Pharma Subsidies with an EGWP Plan CL Employers need plan options that can limit their risk and allow for a more stable budget picture. The federal government offers substantial subsidies for retiree prescription drug costs. The question facing employers is how best to maximize those subsidies. Many employers have historically filed for the Retiree Drug Subsidy (RDS). The RIDS is no longer the best way to maximize subsidy and minimize the cost and effort required to obtain the subsidy. 0 Enter the Employer Group Waiver Plan (EGWP). Our EGWP sponsor contracts with CMS to manage the 0' LU plan and compliance, making it easy for the employer. The subsidy amounts are used to reduce the plan premium. There is no filing work to do and no delay to receive your money. The subsidized and fully- insured premium allows the employer to budget for prescription drug costs effectively and affordably. 0 Premium reduced upfront by projected cv • Varying based on —28%of reimbursements N CD total gross drug spend within 0 Direct subsidy PMPM adjusted by risk score Reimbursement spend thresholds 0 70% Pharma discount on applicable drugs in Gap • Monthly, quarterly, or 0 80%federal reinsurance after$6,550 in TrOOP annually 0 Low income premium and cost-share assistance • r�. Minimum plan sponsor 0 Defined contribution or voluntary plans Contribution CD Strategy premium contribution permitted cv requirement.AE net test. y 0 0. 0 • Subsidy cannot be utilized to 0 Subsidy utilized to offset OPEB liabilities CL Liabilities offset OPEB liabilities CL LU Risk 0 Plan sponsor assumes risk ffi Shift risk to EGWP 0 U 0 0 C 0 m m 0 m 0 www.ca p-rx.c Packet Pg. 155 CELW Group Retiree Health Proposal forMonroe County, FL Prescription Drub Plan Options: CL W Medicare Part ID Prescription (Drug Benefits Benefit Period Start January 1, 2021 January 1, 2021 C7 Benefit Period End December 31, 2021 December 31, 2021 Plan Deductible $0 $0 a 31-Day Retail/Mail Copayments Generic $15 $15 Preferred Brand $50 $50 Non-Preferred $90 $90 u Specialty 20%-$250 Max 20%-$250 Max -Day Retail Copayments Generic $37.50 $37.50 Preferred Brand $125 $125 Non-Preferred $225 $225 c44 Specialty 20%-$750 Max 20%-$750 Max ry CD 90-Day Home Delivery Copayments Generic $37.50 $37.50 Preferred Brand $125 $125 Non-Preferred $225 $225 Specialty 20%-$750 Max 20%-$750 Max Coverage Gap Full Coverage Full Coverage Utilization Management Done Except CMS Required and High Risk Standard Part D c` Medication Edits c44 Lifestyle Drugs Covered Not Covered N _ All Other Non-Part D Drugs' Covered Covered y 0 0. 0 Coverage Gap; CL There is no Coverage Gap. Member co-pays above apply. CL Catastrophic Coverage; Once the True Out-of-Pocket Cost has reached$6,550, member cost share for generic drugs is the greater of 5% or$3.70 and for all other drugs,the greater of 5%or$9.20, with a maximum of the co-pays above. s Most Specialty drugs can only be dispensed up to a 31-day supply,when available. 0) Z With the exception of Part B drugs,which are covered by the medical plan. 0 Monthly Premium Per Member $188.46 $176.86 Annual Premium (based on 11 members) 296,29 $278,024 WWW.cap-rx,c A Packet Pg. 156 CELW Group Retiree Health Proposal forMonroe County, FL „ a ', This coverage is considered to be Medicare Part D coverage and is provided through Capital Rx,who contracts with the federal government.The illustrated premium is subject to change in the event of CMS guidance and rate changes. Mid-year terminations are not permitted and any premature termination shall incur an early- termination fee. Capital Rx Service Area 0 All 50 states,the District of Columbia, and Puerto Rico. 0 Participating in the roup's Prescription (Drug Coverage This coverage is available to Medicare-eligible retirees of Monroe County, or those retirees who qualify for Medicare Part A and/or are enrolled in Medicare Part B. If the retiree is eligible for Medicare,the retiree will be automatically group enrolled into this prescription drug benefit, effective January 1, 2021 unless the retiree has 9 opted out of the Plan. Formulary Medicare Premier Access o c� Voluntary Generics Policy c44 Igo matter who requests the Brand name, Physician or Member, no ancillary charge applies. ru Coverage Gap Coverage Gap (if applicable) begins at the Initial Coverage Limit which is$4,130 for 2021 or as defined by CMS. r9 Compound (Drugs � c44 CD Compound Management Solution applies. Compound Management Solution in place to mitigate compound cv 76 drug abuse by means of inclusion and exclusion lists. Ch 0 0. High-Cost Generic (Drugs CL As defined by Capital Rx, some high-cost generic drugs will be subject to a non-preferred drug copay. CL Qualifying for Low Income Subsidy and Cost Sharing If the retiree qualifies for extra help this year,they will receive a document entitled "Important Information for those who Receive Extra Help Paying for their Prescription Drugs"that has more specific information on your U premiums and cost-sharing for 2021. Read this important information carefully. If the retiree doesn't know what level of extra help they qualify for,they can call 1-800-MEDICARE (1-800-633-4227). TTY users should call 1-877-486-2048. o m m m U www.ca p-rx.c Packet Pg. 157 CELW Group Retiree Health Proposal forMonroe County, FL Standard Part D Management Programs .� e Thera !:,CMS approved program that manages drug costs within specific therapy classes by ensuring that CL patients try a front-line or step one drug(usually generics) before a higher cost back-up or step two brand- name drug is covered. Within specific therapy classes, multiple drugs are available to treat the same condition. Step Therapy points a new patient to a front-line or step one, lower cost, clinically effective drug in each therapy group. Evidence-based clinical protocols are used to select front-line or step one drug. Prior Pthor zatio CMS approved program that manages plan benefits by ensuring appropriate prescribing and member usage. For Capital Rx Medicare Standard list of drugs, client agrees to all updates/revisions as approved by CMS. B vs D require Prior Authorization, if determined to be a Part B drug,then the copay will process at the Part B co-pay(if covered); if determined to be a Part D drug then the co-pay will process at the applicable Part D co-pay. Members will be allowed one transition fill for a retail supply(up to 31 day supply) within the first 90 days of enrollment. gAnji LevO Li ( sn CMS approved program that manages prescription costs by ensuring that the quantity of units supplied for each copayment are consistent with clinical dosing guidelines.The program is designed to support safe, effective, and economic use of drugs while giving patients access to quality care. Capital Rx Medicare clinicians maintain a list of quantity limit drugs,which is based upon manufacturer-recommended guidelines and medical literature. Online edits help make sure optimal quantities of medication are dispensed per copayment and per days'supply. Income Related Monthly Adjustment Amount(IR AA) CD c44 4- Members whose modified gross income exceeds certain thresholds will be required to pay an extra amount, c referred to as income related monthly adjust amount, for their Medicare Part D coverage. The Social Security > Administration will determine which members are required to pay a Part D IRMAA. Please contact us with any questions regarding IRMAA. r9 ram. cv CD cv 0 0. 0 CL CL CJ 0 r_ 0 U www.cap-rx.c Packet Pg. 158 CELW Group Retiree Health Proposal forMonroe County, FL Vendor Profiles Benistar is a nationwide leader in the design, installation and administration of post- 65 retiree benefits. We are specifically focused on the administration of retiree medical and prescription drug plans. We partner with brokers, consultants and TPAs I IS' AR to provide retiree medical and prescription drugs solutions nationwide. Benistar deploys its resources in technology, administration and vendor management to provide single-source,full-service benefits programs that serve all of our clients' 0 needs. We are confident in our ability to meet all expectations as your retiree benefits partner with respect to the following four objectives: • To provide retiree administrative services that meet or exceed the needs retirees and plan sponsors • To maximize accuracy within a complex, dynamic environment • To minimize administrative requirements of maintaining retiree plans 0) • To actively manage the rising cost of retiree benefits coverage For over 25 years, Benistar has provided Employers, ERISA Plans,Taft Hartley Trusts, Affinity Groups and Municipalities with best-in-class employee benefits solutions. We are an industry leader in delivering innovative risk products and services for retiree, contributory and voluntary benefits programs. Benistar's client Plan Sponsors rely on N CD us for the most efficient design, installation,communication, and administration of N 4- benefits and insurance-related solutions. 0 ru Our Consulting,Administration, Benefits Outsourcing and Financial Services are provided by a highly trained staff of over 120 professionals dedicated to meeting the unique needs of our clients. Benistar is geographically and technologically positioned to serve our current and future customer needs on a national basis with offices around the country. Our Retiree Customer Service Center takes pride in helping members solve problems to completion. Because Benistar is focused on retiree medical and prescription drug ry programs,we have the expertise to answer questions and solve issues related to the y Medicare environment. We stay on the phone with the retiree and assist them in 0 0. calling carriers or third-party vendors until the problem is resolved. CL Benistar provides retiree health and retirement plans and administration for more CL than 1,600 plan sponsors throughout the U.S. We administer more than $300 million in premiums annually. 0 CJ 0 0 0 m 5 m m www.cap-mc Packet Pg. 159 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 CL Proposer nor its Principals are suspended, debarred, proposed for debarment, or a, declared ineligible for the award of Agreements from the United States federal government procurement or non-procurement programs. or are listed in the Excluded Parties List System in the System for Award Management (SAM) issued by the General Services Administration. 2. Principals, for the purposes of this certification, means officers, directors, owners, . 0. 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 circumstancetype 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. ° 2 Printed Name of Representative: Ron Ro oia, Vice President, Strategy Signature/Elate:` ` � 4/2 2020 N Company Name; Capital Rx c Address: Sb Broad Street City/State/Zip: New York, NY 1lr004Lu SSN or EIN No: - 2612946 Packet Pg. 160 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: CL t. It is a reputable company regularly engaged in providing goads and/or services necessary to meet the requirements, specifications, terms, and conditions of the RFP and Agreement. CL 2. It has the necessary experience, knowledge, abilities, skills, and resources to W satisfactorily perform the requirements, specifications„ terms, and conditions of the RFP and the Agreement. Further, if awarded, Proposer agrees to perform the requirements, specifications, terms, and conditions of the RFP and Agreement. 3. All statements, information, and representations prepared and submitted in response to the RFP are current, complete, true, and accurate. Proposer acknowledges that Monroe County Board of County Commissioners' (MCBOCC) 0 will rely on such statements, information, and representations in selecting the 0 successful proposers). 4. That the prices quoted shall be MCBOCC's pricing for the product and/or services for the time stated in the RFP. 5. It shall be bound' by all statements, representations, warranties, and guarantees E 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 N subject to the terms and condition of the RFP and Agreement. CD N 4- t1 By checking this box, Proposer agrees that MCBOCC reserves the right to 0 extend the terms, conditions, and prices of this Agreement to ether Institutions (such as State, Local andlor Public MCBOCC) who express an interest in participating in any Agreement that results from this RFP- Each of the 0. piggyback institutions will issue their own purchasing documents for the goods/ services. Proposer agrees that MCBOCC shall bear no responsibility or liability for any agreements between Proposer and the other Institution(s) who desire to exercise this option. m VENDOR LEGAL NAME: Capital Rx 0 AUTHORIZED SIGNATURE: _ DATE: /212020 PRINTNAME: TITLE,Ron Roscia dice F'tesitlent, strategy m m 18 0 m 0 Packet Pg. 161 ATTACHMENT C Agreement Standard Terms & Conditions 1. Delivery and Installation. All deliveries of goods or performance of services shall be made pursuant to a written purchase order issued by MCBOCC, which assumes no liability for any goods delivered or services performed without such purchase order. Goods defined in this Agreement will be ordered and supplied on an as needed basis only. Nothing in this Agreement shall be construed as a minimum guarantee of goods to be ordered from Proposer. 2. Compensation. 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. 0. 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 p Y � p Y Y p of the request from MCBOCC may be cause for termination of this Agreement. 0 3. Taxes. MCBOCC is exempt from sales and use taxes. Furthermore, Proposer understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to MCBOCC. 4. Warranty. a) Proposer warrants that for a period of one year from the date of delivery, the goods provided, including software, shall be free of any defects that interfere with or prohibit the use of the goods for the purposes for which they were obtained. Such purposes are stated in the RFP. b) During the warranty period, Proposer shall, at the sole option of MCBOCC, repair or replace any defective goods, by written notice to the Proposer. 5. License. Proposer warrants and represents that it is the owner of or otherwise has the right to and does hereby grant MCBOCC a license to use any software provided for the purposes for which the software was obtained. Such purposes are set forth in MCBOCC's RFP. 6. Terms of Service. In the event of any conflict between the terms of this Agreement 20 Packet Pg. 162 and the Proposer's standard Terms of Service ("TOS"), any terms posted on Proposer's website or application, or any terms for which a user is required to click "accept" on-line in order to log in to Proposer's application, the terms of this Agreement shall control. 7. Copyright, Trademark, Service Mark, or Patent Infringement ) a) Proposer shall, at its own expense, be entitled to and shall have the duty to defend any suit which may be brought against MCBOCC to the extent that it is based on a claim that the products or services furnished infringe upon a copyright, y 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 LU 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. y .E 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: 0 Procure for MCBOCC the right to continue using the products or services,or N N ii) Replace or modify the alleged infringing products or services with other equally suitable products or services that are satisfactory to MCBOCC, so that they become non-infringing, or iii) Remove the products or discontinue the services and cancel any future charges pertaining thereto, provided, however, that Proposer will not exercise option b.iii., until Proposer and MCBOCC have determined that options b.i. and b.ii. are impractical. c) Proposer shall have no liability to MCBOCC, however, if any such infringement or claim thereof is based upon or arises out of: 0 The use of the products or services in combination with apparatus or devices not supplied or else approved by Proposer,or ii) The use of the products or services in a manner for which the products or services were neither designated nor contemplated, or iii) The claimed infringement in which MCBOCC has any direct or indirect interest by license or otherwise, separate from that granted herein. 8. Termination for Breach. Should Proposer fail to fulfill in a timely and proper manner its obligations under this Agreement or if it should violate any of the terms of this Agreement, MCBOCC shall have the right to immediately terminate the Agreement. 21 Packet Pg. 163 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. LU 10. Termination for Convenience. MCBOCC may terminate this Agreement at any time upon thirty (30) days written notice to Proposer. Proposer shall be paid in full for all authorized expenditures and any goods or services satisfactorily provided through y 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. 2 12. Maintenance of Records. Proposer shall maintain documentation for all charges0. 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 LY for a period of five (5) full years from the date of final payment and will be subject to N 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 LU shall repay the monies together with interest calculated pursuant to F.S. 55.03, running from the date the monies were paid to the Proposer. 13. MCBOCC PropertX. Any MCBOCC property, including but not limited to books, records and equipment, that is in Proposer's possession shall be maintained by Proposer in good condition and repair, and shall be returned to MCBOCC by Proposer upon termination of the Agreement. All goods, documents, records, and other work product and property produced during the performance of this Agreement are deemed to be MCBOCC property. 22 Packet Pg. 164 14. Partnership/Joint Venture. Nothing herein shall in any way be construed or intended y 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 y 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. N 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 U 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 E prevails, Proposer shall pay all expenses of such action including MCBOCC's attorney fees and costs at all stages of the litigation. 18. Assignment—Written Consent Required. The provisions of this Agreement shall 23 Packet Pg. 165 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. Force Majeure. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control. 21. Governing Law/Venue. Florida law shall govern regardless of any language in any attachment or other document that the Proposer may provide. Any action between the LU parties arising from this agreement shall be maintained in the courts of Monroe County, Florida. 22. Modification of Agreement. This Agreement may be modified only by prior written amendment executed by all parties and their signatories hereto. 23. Waiver. No waiver of any provision of this Agreement shall affect the right of any party thereafter to enforce such provision or to exercise any right or remedy available to it in the event of any other default. 24. Severability. Should any provision of this Agreement be declared invalid by any court of competent jurisdiction, such provision shall be severed and shall not affect the validity of the remaining provisions of this Agreement. 25. Privacv. With regard to any reports, studies, or other works developed in the course of this Agreement, or as a result thereof, Proposer shall not publish Private Information or any other information which identifies employees, or officers of MCBOCC by name without first obtaining written consent from such individuals, or LY 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 LU performance of this Agreement or make any statement to the media relating to this Agreement without the prior consent of MCBOCC. In no event shall the Proposer publish, display, or in any way use the County seal for its commercial purposes (F.S. ) 165.043). 26. Contingent Fees. Proposer hereby represents that Proposer has not been retained, or retained any persons, to solicit or secure a MCBOCC Government Agreement upon an agreement or understanding for a contingent commission, percentage, or brokerage fee, except for retention of bona fide employees or bona fide established commercial 24 Packet Pg. 166 selling MCBOCC for the purpose of securing business. Breach of the provisions of this paragraph is, in addition to a breach of this Agreement, a breach of ethical standards which may result in civil or criminal sanction and/or debarment or suspension from being a Proposer or sub-Proposer under MCBOCC Government Agreements. 27. Gratuities and Kickbacks / Ethics Clause. The Proposer shall warrant that it has 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 / 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 LU 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, y 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. LY N 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 LU the employment eligibility of all new employees hired by the subProposer during the Agreement term. 30. Non-Discrimination. It is the policy of the MCBOCC not to discriminate on the basis of age, race, sex, color, national origin, pregnancy, religion, gender or disability in its hiring, promotion, demotion, dismissal or laying off, and employment practices, or in admission to, access to, or operation of its programs, services, and activities. With regard to all aspects of this Agreement, Proposer certifies and warrants it will comply with this policy. No person shall be excluded from participation in, be denied benefits 25 Packet Pg. 167 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. Compliance with the Americans with Disabilities Act. The Proposer will be required to provide assurances that it does not discriminate on the basis of disability in admission to, access to, or operations of its program, services, or activities, including hiring or employment practices. The Proposer will insure that qualified applicants and participants with disabilities in its services, programs, or activities have communication access that is equally effective as that provided to people without disabilities. Information shall be made available in accessible formats and auxiliary aids and services shall be provided upon the reasonable request of a qualified person with a disability. y 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. N 0 b. Upon request from the public MCBOCC's custodian of public records, provide the public MCBOCC with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the 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 N 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 LU all public records in possession of the Proposer or keep and maintain public records required by the public MCBOCC to perform the service. If the Proposer transfers all public records to the public MCBOCC upon completion of the Agreement, the ) Proposer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Proposer keeps and maintains public records upon completion of the Agreement, the Proposer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon request from the public MCBOCC's custodian of records, in a format that is compatible with the information 26 Packet Pg. 168 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, ra le - ria oroecout - l. ov, c/o Monroe County Attorney's Office, 1111 12t" St., Suite 408, Key West FL 33040. 33. Effective Date. This Agreement shall not be binding upon the parties until it has been signed first by the Proposer and then by the authorized representatives of the MCBOCC and has been filed in the office of the County Clerk. When it has been so signed and filed, this Agreement shall be effective as of the date first written above. LU 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 y 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. 87.07 for CATEGORY TWO ($35,000) for a period of 36 months following the date of being placed on the convicted vendor list. LY LU 27 Packet Pg. 169 ATTACHMENT NON-COLLUSIONAFFIDAVIT I, 4' IvALOz of the city of L according to law on my oath, and under penalty of perjury, depose and say that: I am ek C) " ° of the firm of_ 4 . the respondent making the Proposal for the project described in the Notice for Calling for bids for: 1c, v M 0. and that I executed the said proposal with fu authority to o so: 0 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 Ln 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 0 o attempt has been made or will be made b the respondent to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; and The statements contained in this affidavit are true and correct, and made with full knowledge LU that Monroe County relies upon the truth of the statements contained in this affidavit in awarding Agreements for said project. 31 _0 (Signature ofRespondent) (Date) LU STATE t COUNTYes U) PERSONALLY APPEARED E , the undersigned authority, g : x ; C� who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this ay of , 0 2 Packet Pg. 170 NOTARY PUBLIC y Commission Expires: tl , MY 1 331970 y IES.gay 7,2023 E � ®P titu ry �U,d am 0 T) N N CD 4- 0 2 Lu Packet Pg. 171 ATTACHMENT DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: L `2 CL ( anie 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. 0 . 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, Lu and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 2 T 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). . 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 89 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. . 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 LU employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. s the person authorized to sign the statement, I certify that this firm complies fully with the Lu above requirements. STATE OF 0 � (Signature of espondent) COUNTY OF IVONlteAC, Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, (4A L 11Sc f who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this 2 Packet Pg. 172 day of A le-C 204Lf-) My commission expires: NOTARY PUBLIC U) C" SEA M.PPJNCE 0 MYCOMMISSION#GG 331970 EXPIRES:May 7,2023 Bmded Thm NOt"Public UW.Tit., CL .2 0. E 0 T) C44 C44 CD C44 4- 0 2 E U) E 30 Packet Pg. 173 ----------- ........... —---—----------- E.2.e BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT ("Agreement") is effective as of August 19, 2020 by and between Monroe County Board of County Commissioners ("Covered Entity") and Capital 2 CL Rx Inc. ("Capital Rx"). Covered Entity and Capital Rx are each a"Party"and collectively the "Parties." RECITALS. 1. Covered Entity has engaged Capital Rx to provide certain functions, activities, and services (collectively "Services") to Covered Entity as described in the Parties' PBM services u agreement("Services Agreement"). 0. 2. In order for Capital Rx to perform the Services required by the Service Agreement, Covered Entity will make available and/or transfer to Capital Rx certain Protected Health Information and Electronic Health Information (collectively, "PHI") that is confidential and must be afforded special treatment and protection pursuant to the Health Insurance Portability and y Accountability Act of 1996 ("HIPAA") and its implementing regulations (45 C.F.R. Parts 160- 164) ("HIPAA Rules") (all as amended by the Health Information Technology for Economic and Clinical Health Act, Division A of Title XIII of the American Recovery and Reinvestment Act of 2009,Public Law 111-005 (the "HITECH Act")). 3. Capital Rx will create, have access to and/or receive from Covered Entity (or on N behalf of Covered Entity) certain PHI that can be Used or Disclosed only in accordance with this cv Agreement and the Privacy Rule. 4. Covered Entity and Capital Rx intend to protect the privacy and provide for the security of PHI Disclosed to Capital Rx pursuant to this Agreement in compliance with HIPAA and the HIPAA Rules. W 5. As part of the Privacy Rule, Covered Entity must enter into a contract with Capital Rx containing specific requirements as set forth in, but not limited to, Title 45, Sections 164.308(b), 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations, and W contained in this Agreement,before Disclosing PHI to Capital Rx. Therefore, in consideration of the mutual promises and obligations set forth in this Agreement and the Services Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Covered Entity and Capital Rx agree as follows: ARTICLE I. 0 Definitions U 2 1.1. Meaning of Terms. (a) Breach Notification Rule means the Standards for Notification in the Case of Breach of Unsecured Protected Health Information at 45 CY R Parts 160 and 164, as amended. � (b) Privacy Rule means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and 164,as amended. 1 Packet Pg. 174 E.2.e (c) Protected Health Information ("PHI") has the same meaning as the term "protected health information" at 45 CFR § 160.103, limited to the information created or received 0 by Capital Rx from or on behalf of Covered Entity. References to PHI shall include Electronic Protected Health Information ("ePHI"). CL (d) Security Rule means the Security Standards for Protecting Electronic Health Information at 45 CFR Parts 160 and 164, as amended. 1.2. Other Terms. Other capitalized terms shall have the meaning ascribed to them in the context in which they first appear. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45 CFR Parts 160, 162, and 164. Any reference to a regulation or section in the Code of Federal Regulations shall include any corresponding regulation c subsequently issued regardless of the date of issue. ARTICLE II. General Terms .E 2.1. Interpretation of Provisions. In the event of an inconsistency between the provisions of this Agreement and the mandatory terms of the HIPAA Rules (as may be expressly amended from time to time by the U.S. Department of Health and Human Services ("HHS") or as a result of final interpretations by HHS, an applicable court, or another applicable regulatory agency with authority over the Parties),the HIPAA Rules shall prevail. cv cv CD 2.2. Provisions Permitted by HIPAA Rules. Where provisions of this Agreement are different N 4- from those mandated by HIPAA or the HIPAA Rules, but are nonetheless permitted by HIPAA or the c HIPAA Rules,the provisions of the Agreement shall control. > 0 2.3. Conflicts with Services Agreement. In the event of an inconsistency between the provisions of this Agreement and the Services Agreement, the provisions of this Agreement shall W prevail. ARTICLE III. Obligations and Activities of Capital Rx X x 3.1. Limits on Use and Disclosure. Capital Rx agrees to not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. 3.2. Safeguards. Capital Rx agrees to use reasonable and appropriate administrative, physical and technical safeguards with respect to ePHI to prevent Use or Disclosure other than as required by this Agreement. Capital Rx will comply with applicable provisions of the Security Rule. 0 U 3.3. Report of Improper Use or Disclosure or of Security Incidents. C 0 (a) Capital Rx agrees to report to Covered Entity any Use or Disclosure of PHI not provided , for by this Agreement, and any Security Incident, of which Capital Rx becomes aware. XI (b) Notwithstanding the provisions of Section 3.3(a) above, The Parties agree that this paragraph constitutes notice by Capital Rx to Covered Entity, with no further notice required, of the ongoing occurrence of attempted but unsuccessful Security Incidents including, but not limited to, pings and other broadcast attacks on Capital Rx's firewall, port scans, attempts to log on a system or enter a database with an invalid password or - 2 - Packet Pg. 175 E.2.e username, and denial-of-services attacks that do not result in a server being taken off- line, provided these attempted Security Incidents do not result in actual unauthorized access, Use, Disclosure, modification, or destruction of PHI or interference with an information system. CL 3.4. Report of Breach of Unsecured PHI. Capital Rx shall notify Covered Entity of a Breach of Unsecured PHI within seven (7) business days of when Capital Rx discovers the Breach. Capital Rx will be deemed to have "discovered" a Breach as of the first day on which the Breach is known, or by exercising reasonable diligence would have been known, to any person, other than the person 0. committing the Breach, who is an employee, officer, or other agent of Capital Rx. Capital Rx's notification shall be in writing and shall identify each Individual whose Unsecured PHI has been, or is reasonably believed by Capital Rx to have been, subject to the Breach. Capital Rx shall include the c following information in its notification of Breach to Covered Entity, or promptly thereafter as E information becomes available: 0 (a) A description of the Breach, including the date of the Breach and the date of the discovery of the Breach, if known; T) (b) A description of the types of Unsecured PHI that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, credit card numbers, diagnosis, disability code or other types of PHI were involved); and N N (c) A description of what Capital Rx is doing to investigate the Breach, to mitigate N the harm to Individuals, and to protect against further Breaches. 0 76 3.5. Agents and Subcontractors. Capital Rx will ensure that any agent, including a 0. Subcontractor, to whom Capital Rx provides PHI received from, or created or received by Capital Rx on behalf of, Covered Entity, agrees in writing to the same restrictions and conditions that apply through this Agreement to Capital Rx with respect to PHI. The written agreement shall also require the agent or Subcontractor to implement reasonable and appropriate administrative,physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of ePHI that it creates, receives,maintains, or transmits on behalf of Covered Entity. W x 3.6. Availability of Internal Practices, Books and Records. Capital Rx shall make internal practices, books, and records relating to the Use and Disclosure of PHI received from, or received by Capital Rx on behalf of, Covered Entity available to the Secretary in a time and manner designated by the Secretary, for purposes of determining Covered Entity's compliance with the HIPAA Rules. Capital Rx shall notify Covered Entity, in writing, of any request by the Secretary under this Section in a manner that is consistent with its ethical duties of confidentiality and the attorney-client privilege. U 3.7. Access to Records. Capital Rx shall provide access, at the request of Covered Entity, and in the time and manner designated by Covered Entity, to PHI in a Designated Record Set to Covered 0 Entity or, as directed by Covered Entity, to an Individual, in order to meet the requirements under 45 CFR § 164.524 with regard to providing an Individual with a right to access the Individual's PHI. If any Individual requests access to, or the release pursuant to an authorization or otherwise of, PHI , directly from Capital Rx or its agents or Subcontractors, Capital Rx shall notify Covered Entity in writing within seven (7) business days of the request. Covered Entity shall have sole authority and responsibility to approve or deny such a request, and shall notify Capital Rx, in writing, of its decision to approve or deny any such request. - 3 - Packet Pg. 176 E.2.e 3.8. Amendments to PHI. Capital Rx agrees to make PHI in a Designated Record Set available, in the time and manner designated by Covered Entity, for any amendments that Covered Entity agrees to make pursuant to 45 CFR § 164.526, or to otherwise allow Covered Entity to comply with its obligations under 45 CFR§ 164.526. If an Individual requests amendment of PHI contained in a Designated Record Set directly from Capital Rx or its agents or Subcontractors, Capital Rx shallCL notify Covered Entity in writing within seven (7) business days of the request. Covered Entity shall have sole authority and responsibility to approve or deny such a request, and shall notify Capital Rx, in writing, of its decision to approve or deny any such request. 3.9. Documentation and Accounting of Disclosures. (a) Capital Rx shall document such Disclosures of PHI and information related to such c Disclosures as would be required for Covered Entity to respond to a request by an E Individual for an accounting of Disclosures of PHI under 45 CFR § 164.528. Such documentation shall be kept regarding all Disclosures of PHI except the Disclosures described in 45 CFR § 164.528(a)(1). For each such Disclosure, Capital Rx shall document the following information: (i) the date of the Disclosure; (ii) the name of the T) entity or person who received the PHI and, if known,the address of such entity or person; (iii) a brief description of the PHI Disclosed; and (iv) a brief statement of the purpose of the Disclosure that reasonably states the basis for the Disclosure. (b) Capital Rx shall provide to Covered Entity or an Individual, in the time and manner designated by Covered Entity, information collected in accordance with subsection (a) of CD this Section of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of Disclosures of PHI under 45 CFR § 164.528. If a request c 76 for an accounting is delivered directly to Capital Rx or its agent or Subcontractor by an > Individual or a person other than Covered Entity, Capital Rx shall within seven (7) c 0. business days of such request, forward it to Covered Entity in writing. Capital Rx shall, unless otherwise directed by Covered Entity or as Required By Law, supply an accounting of Disclosures of PHI only to Covered Entity. 3.10. Disclosure of Minimum PHI. Capital Rx shall comply with the minimum necessary standard set forth in 45 CFR §164.502(b) when Using or Disclosing or requesting PHI from Covered x Entity or other third parry, and shall Use, Disclose, or request the minimum PHI necessary to accomplish the intended purpose of the Use, Disclosure, or request. i 3.11. Response to Subpoena. Capital Rx shall promptly notify Covered Entity if it receives a subpoena or other legal process seeking the Disclosure of PHI. Capital Rx agrees to allow Covered Entity to control the response to any such subpoena or legal process, so long as Covered Entity does so in a reasonable and timely fashion that does not subject Capital Rx to legal prejudice. 3.12. Notification of Claims. Capital Rx shall promptly notify Covered Entity upon 2 notification or receipt of any civil or criminal claims, demands, causes of action, lawsuits, or 0 governmental enforcement actions arising out of or related to this Agreement or the PHI, regardless of , whether Covered Entity and/or Capital Rx are named as parties in such claims, demands, causes of action, lawsuits, or enforcement actions. - 4 - Packet Pg. 177 E.2.e ARTICLE IV. Permitted Uses and Disclosures by Capital Rx 4.1. Use or Disclosure to Perform Functions, Activities, or Services. Except as otherwise limited in this Agreement, Capital Rx may Use or Disclose PHI to perform those functions, activities, or services that Capital Rx performs for, or on behalf of, Covered Entity, provided that such Use or Disclosure would not violate the Privacy Rule if done by Covered Entity. Any such Use or Disclosure shall be limited to those reasons and those persons and entities as necessary to meet Capital Rx's obligations. In all circumstances, Capital Rx shall limit such Uses and Disclosures to the minimum amount of PHI that is necessary to fulfill those obligations. c 4.2. Appropriate Uses of PHI. Except as otherwise limited in this Agreement, Capital Rx may Use PHI for the following purposes: (a)the proper management and administration of Capital Rx; (b) to carry out the legal responsibilities of Capital Rx; (c) to report violations of the law to appropriate Federal and State authorities consistent with 45 CFR § 164.5020)(1); or(d) as otherwise Required By T) Law. � 4.3. Appropriate Disclosures of PHI, Confidentiality Assurances and Notification. Except as otherwise limited in this Agreement, Capital Rx may Disclose PHI to a third parry for the proper management and administration of Capital Rx, or to carry out the legal responsibilities of Capital Rx, provided that Disclosures are Required By Law, or Capital Rx obtains reasonable assurances from the CD person to whom the information is Disclosed that it will remain confidential and Used or further N Disclosed only as Required By Law or for the purpose for which it was Disclosed to the person, and c the person notifies Capital Rx of any instances of which it is aware in which the confidentiality of the > information has been breached. c 4.4. Data Aggregation Services. If Capital Rx provides Data Aggregation services, Capital W Rx may Use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 CFR § 164.504(e)(2)(1)(B), except as otherwise provided by this Agreement. x ARTICLE V. Obligations of Covered Entity 5.1. Notice of Privacy Practices. Covered Entity shall provide Capital Rx with the notice of privacy practices that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to such notice. 5.2. Change or Revocation of Permission. Covered Entity shall provide Capital Rx with any changes in, or revocation of, permission by an Individual to Use or Disclose PHI, if such changes affect Capital Rx's permitted or required Uses and Disclosures. Capital Rx shall comply with any such changes or revocations. 5.3. Restrictions on Use or Disclosure. Covered Entity shall notify Capital Rx of any restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR§ 164.522. Capital Rx shall comply with any such restrictions. 5.4. No Request to Use or Disclose in Impermissible Manner. Except as allowed in Sections 4.2 and 4.3, Covered Entity shall not request Capital Rx to Use or Disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. - 5 - Packet Pg. 178 E.2.e ARTICLE VI. Term and Termination 6.1. Term. The Term of this Agreement shall be effective as of the date first documented above, and shall terminate when all PHI provided by Covered Entity to Capital Rx, or created orCL received by Capital Rx on behalf of Covered Entity, is destroyed or returned to Covered Entity. 6.2. Termination with Cause. Upon either Party's knowledge of a material breach by the other Party,the non-breaching Parry, in its discretion,may take either or both of the following actions: (a) Provide an opportunity (in a reasonable time frame determined by the non-breaching Party) for the breaching Party to cure the breach or end the violation, and if the breaching c Party does not cure the breach or end the violation,terminate this Agreement; or (b) Immediately terminate this Agreement. 0 6.3. Changes in Law. In the event of passage of a law or promulgation of a regulation or an action or investigation by any regulatory body which would prohibit the relationship between the Parties, or the operations of either Parry regarding the subject of this Agreement, the Parties shall attempt in good faith to renegotiate the Agreement to delete the unlawful provision(s) so that the Agreement can continue. If the Parties are unable to renegotiate the Agreement within thirty (30) calendar days, the Agreement, and any other agreement or relationship between the Parties related to the Services, shall terminate immediately upon written notice of either Party. N CD cv 4- 6.4. Effect of Termination. c (a) Except as provided in paragraph (b) of this Section 6.4: upon termination of this Agreement for any reason, Capital Rx shall return or destroy all PHI received from Covered Entity, or received by Capital Rx on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of Subcontractors or agents of Capital Rx. Capital Rx shall retain no copies of the PHI. x 6.5. Retention of PHI. W x (a) In the event that Capital Rx determines that it is necessary to retain some or all of the PHI to continue its proper management and administration or to carry out its legal i responsibilities, Capital Rx shall provide to Covered Entity written notification of such need. Capital Rx may retain only the PHI that is necessary for Capital Rx to continue its proper management and administration or to carry out its legal responsibilities, but Capital Rx shall return or destroy all other PHI pursuant to Section 6.4(a). Capital Rx 0 shall not Use or Disclose retained PHI other than for the purposes for which the PHI was retained and subject to the same conditions set forth in this Agreement that applied prior to this Agreement's termination. Capital Rx shall return or destroy the retained PHI pursuant to Section 6.4(a) when Capital Rx no longer needs it for its proper management and administration or to carry out its legal responsibilities. XI ARTICLE VIL Miscellaneous - 6 - Packet Pg. 179 E.2.e 7.1. Assi n e. This Agreement shall be binding upon and inure to the benefit of the respective legal successors of the Parties. Neither this Agreement nor any rights or obligations hereunder may be assigned, in whole or in part,without the prior written consent of the other Party. 7.2. Amendment. The Parties agree to take such action as is necessary to amend this CL Agreement from time to time as is necessary for Covered Entity to comply with the requirements of HIPAA and the HIPAA Rules. 7.3. Re u_ l�atory References. A reference in this Agreement to a section in the HIPAA Rules 0. means the section as in effect or as amended, and for which compliance is required. 7.4. Entire Agreement. This document,together with any written schedules, amendments and addenda, constitute the entire agreement of the Parties and supersedes all prior oral and written agreements or understandings between them with respect to the matters provided for herein. 0 7.5. Governing._ Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida to the extent that the provisions of HIPAA or the HIPAA Rules do not y preempt the laws of the State of Florida. 7.6. Modifications. Any modifications to this Agreement shall be valid only if made in writing and signed by a duly authorized agent of both Parties. 7.7. Notice. Any notice required or permitted to be given by either Party under this N CD Agreement shall be sufficient if in writing and hand delivered (including delivery by courier) or sent ci by postage prepaid certified mail return receipt requested, as follows: 0 If to Covered Entity: If to Capital Rx: 2 Monroe County Attorney's Office Attention: Legal I I 1112th St. 4408 228 Park Avenue S., Suite 87234, Key West, FL 33040 New York,New York 10003 x 0) 7.8. Severability. The Parties agree that if a court determines, contrary to the intent of the Parties, that any of the provisions or terms of this Agreement are unreasonable or contrary to public policy, or invalid or unenforceable for any reason in fact, law, or equity, such unenforceability or i validity shall not affect the enforceability or validity of the remaining provisions and terms of this Agreement. Should any particular provision of this Agreement be held unreasonable or unenforceable for any reason, then such provision shall be given effect and enforced to the fullest extent that would be reasonable and enforceable. 0 7.9. Waiver of Breach. No failure or delay by either Party in exercising its rights under this Agreement shall operate as a waiver of such rights, and no waiver of any breach shall constitute a waiver of any prior, concurrent, or subsequent breach. i 7.10. Titles. Titles or headings are used in this Agreement for reference only and shall not , have any effect on the construction or legal effect of this Agreement. 7.11. Independent Contractors. For purposes of this Agreement, Covered Entity and Capital Rx are and will act at all times as independent contractors. None of the provisions of this Agreement are intended to create, nor shall be deemed or construed to create, any relationship other than that of - 7 - Packet Pg. 180 E.2.e independent entities contracting with each other for the purpose of effecting this Agreement. None of the provisions of this Agreement shall establish or be deemed or construed to establish any partnership, agency, employment agreement or joint venture between the Parties. 7.12. No Third Party Beneficiaries. It is the intent of the Parties that this Agreement is to beCL effective only in regards to their rights and obligations with respect to each other. It is expressly not the intent of the Parties to create any independent rights in any third party or to make any third-party beneficiary of this Agreement and no privity of contract shall exist between third parties and each party. 0. Each Party to this Agreement warrants that it has full power and authority to enter into this Agreement, and the person signing this Agreement on behalf of either Party warrants that he/she c has been duly authorized and empowered to enter into this Agreement. 0 COVERED ENTITY: CAPITAL RX: 2 T).E By: By: A ! Vice President of Legal Title: Title: N CD N 4- 0 2 APPROVED AS TO FORM AND CONTENT: MONROE COUNTY ATTORNEY'S OFFICE X W X 8-21-2020 I 0 CJ 2 C 0 I tJ L� Packet Pg. 181 Client#: 1865577 CAPITRX ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(M 10/12/2021 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Heather Sherwin NAME: USI Insurance Services, LLC PHONE g00 227-0185 FAX A/C,No,Ext: (A/C,No): 180 Park Avenue E-MAIL ADDRESS: Heather.Sherwin@usi.com Suites 103 INSURER(S)AFFORDING COVERAGE NAIC# CL C Florham Park, NJ 07932 INSURER A:Continental Casualty Company 20443 INSURED INSURER B:Argonaut Insurance Company 19801 UJ Capital RX, Inc Crum&Forster Specialty Insurance Co. 44520 Ch INSURER C: p Y 228 Park Avenue South; Suite 87234 C INSURER D New York, NY 10003 CL INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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 ADDLSUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY B7012663976 02/10/2021 02/10/2022 EACH OCCURRENCE $2,000,000 0. CLAIMS-MADE [*OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 L. O PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 ff) X POLICY�JECT F-1 LOC PRODUCTS-COMP/OPAGG $4,000,000 C OTHER: Emp Bene $2,000,000 A AUTOMOBILE LIABILITY B7012663976 02/10/2021 02/10/202 (CEO S acciden INGLE LIMIT $1,000,0001 ¢, ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ CV $ CD A X UMBRELLA LAB N OCCUR B7012664089 02/10/2021 02/10/2022 EACH OCCURRENCE $5 OOO 000 tV EXCESS LAB CLAIMS-MADE AGGREGATE s5,000,000 O DED X RETENTION$1 O 000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B D&O/EPI ML42628650 07/23/2021 07/23/2022 3,000,000 C E&O/Cyber TE03014405 03/13/2021 03/13/2022 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be 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. CJ CERTIFICATE HOLDER CANCELLATION O Monroe County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ty THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street, Suite: 2-268 AUTHORIZED REPRESENTATIVE Key West, FL 33040 ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD I Packet,Pg. 182 #S33718872/M32966014 BXRC2 E.2.f This page has been left blank intentionally. CL 0 0 .E 0 0 0. 0 c� .E 0 0 cv cv CD cv 4- 0 0 0. 0. 0 u r_ 0 0 0 CJ m u Packet Pg. 183