Item C24
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: February 18, 2009
Division:
Employee Services
Bulk Item: Y es ~
No
Department: Employee Services
Staff Contact Person/Phone #: Maria Fernandez-Gonzalez _ Ext. 4448
AGENDA ITEM WORDING: Approval ofHIPAA (Health Insurance Portability and
Accountability Act) Business Associate Contract Addendum with Walgreens Health Initiatives,
Inc. The purpose of this Addendum is to satisfy certain standards and requirements of HIP AA
and HIPAA Regulations, including, but not limited to Title 45, Section 164.50(e) of the Code of
Federal Regulations.
ITEM BACKGROUND: Privacy Regulations of the Health Insurance Portability and
Accountability Act of 1996 requires the County to enter into Business Associate Agreements with
our providers of Health Care Services to regulate and formalize the handling, reporting,
dispensing, and security of Protected Health Information (PHI).
PREVIOUS RELEVANT BOCC ACTION: Three year Prescription Management Plan Services
Agreement with Walgreens Health Initiatives, Inc. was approved by BOCC September 17, 2008
with an estimated annual cost of $1.9 million for FY 08109.
CONTRACT/AGREEMENT CHANGES: Provisions covered under Health Insurance
Portability and Accountability Act of 1996.
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: None
INDIRECT COST: None
BUDGETED: Yes X No
- --==-=
COST TO COUNTY:
None
SOURCE OF FUNDS:
N/A
REVENUE PRODUCING: Yes No X AMOUNT PER Month_ Year
APPROVED BY: County AttyQl V=ing _ Risk Management \i\ ~
DOCUMENTATION: Included _ Not Required_
DISPOSITION:
AGENDA ITEM #
Revised ] /09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
Contract with: Walgreens Health
Initiatives, Inc.
CONTRACT SUMMARY
Contract #
Effective Date:October 1, 2008
Expiration Date: September 30,2011
Contract Purpose/Description:Prescription benefit management services - Business Associate
Agreement Addendum
Contract Manager:Maria Z. Fernandez-
Gonzalez
4448
Administrative Services
(Name)
(Ext.)
(Department)
for BOCC meeting on Februarv 18. 2009
Agenda Deadline: Februarv 3 2009
Total Dollar Value of Contract: $1,900,000.00
Budgeted? Y es~ No 0 Account Codes:
Grant: $N/A
County Match: $N/ A
CONTRACT COSTS
Current Year Portion: $_
501-08003-530316-_-_
- - - -
-----
- - - -
-----
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
- - - -
-----
CONTRACT REVIEW
Changes Date Out
~Z~1,l;3; Needed. ~~eViewer n, I. I .0 J~
Division Director ~1 YesDNo~ ~ f
Risk Manag~ent d/iIift YesO NoB . . .. o/!di29
PJL<..~!f; J ~ ~ ~ 1/\ II
O.M.B./Pnrc ~l\g 2-26, YesONob.{j- ~_, lC/ /-;?J 02~q
ConntyAttorney 1Ff-0'f YesONo~ ~ 1. [../.aJJ ~1Yj
Comments:_
OMB Form Revised 9/1 1/95 Mep #2
OKYv~,rY ~o~!:~E
(305) 294-4641
Office of the Employee Services Division Director
The Historic Gato Cigar Factory
1100 Simonton Street, Suite 268
Key West, Ft 33040
(305) 292.-1458 - Phone
(305) 292.,t564 - Fax
TO:
r~' -..... ,--.....--
r
BOARH OF mUNTY CO~IMISSIONERS
\tayor George :'Iieugent, District 2
Mayor Pro Tem Sylvia J. Murphy, District S
Kim Wigington, District I
Heather Carruthers, District 3
'tario Di Gennaro, District 4
Board of County Commissioners
Teresa E. Aguiar, J..~ '
Employee Services Dire~"'"
FROM:
DATE:
January 27, 2009
SUBJ:
Contract Addendum
Walgreens Health Initiatives, Inc. - Pharmacy Benefits Manager
This item requests approval of an addendum to the existing contract between the County and Walgreens
Health Initiatives, Inc. The Business Associate Addendum is an addition to the existing Contract which
became effective October 1,2008.
The addendum confirms that the Business Associate (Walgreens Health Initiatives, Inc.) and Covered
Entity (Monroe County Employee Benefit Health Plan) have complied and intend to comply with the
HIP AA Security Regulation during the remaining term of the contract.
It is staff s recommendation to approve the addition of the Addendum.
BUSINESS ASSOCIATE CONTRACT ADDENDUM
This HIPAA Business Associate Contract Addendum (the "Addendum") supplements
and is made a part of the Services Agreement ("Agreement") by and between the health plan
("Covered Entity") of Monroe County, a political subdivision of the State of Florida ("Plan
Sponsor"), and Walgreens Health Initiatives, Inc., a Business Associate ("BA"), and is effective
as of September 8, 2008 (the "Addendum Effective Date").
Covered Entity and BA have entered into an Agreement whereby BA provides pharmacy
benefit management services to Covered Entity;
Covered Entity wishes to disclose certain information to BA pursuant to the terms of the
Agreement, some of which may constitute Protected Health Information ("PHI");
Covered Entity and BA intend to protect the privacy and provide for the security of PHI
disclosed to BA pursuant to the Agreement in compliance with the Health Insurance Portability
and Accountability Act of 1996, Public Law 104-191 ("HIP AA") and regulations promulgated
thereunder by the U.S. Department of Health and Human Services (the "HIPAA Regulations")
and other applicable laws;
The purpose of this Addendum is to satisfY certain standards and requirements ofHIPAA
and the HIPAA Regulations, including, but not limited to, Title 45, Section 164.504(e) of the
Code of Federal Regulations ("C.F.R."), as the same may be amended from time to time;
For good and valuable consideration, the receipt and sufficiency ofwhich are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as follows:
A. Definitions. For the purposes of this Addendum, the following terms have the
meanings ascribed to them:
(1) "Disclosure" with respect to PHI, shall mean the release, transfe~,
provision of access to or diVUlging in any other manner of PHI outside the entity holding
the PHI.
(2) "Individual" shall mean the person who is the subject of the Protected
Health Information.
(3) "Parties" shall mean Covered Entity and BA.
(4) "Protected Health Information" or "PHI" shall mean any information
created or received by Covered Entity, whether oral or recorded in any form or medium:
(i) that relates to the past, present or future physical or mental condition of an individual;
the provision 0 fhealth care to an individual; or the past, present or future payment for the
provision of health care to an individual, and (ii) that identifies the individual or with
respect to which there is a reasonable basis to believe the information can be used to
identifY the individual.
BUSINESS ASSOCIATE AGREEMENT PBM 2009
(R702.04.2oo8)
(5) "Security Incident" means the attempted or successful unauthorized
access, use, disclosure, modification, or destruction of information or interference with
system operations in an information system.
B. Stated Purpose for Which BA May Use or Disclose PHI. The Parties hereby
agree that except as otherwise limited in this Addendum, BA shall be permitted to use or disclose
PHI provided or made available from Covered Entity to perform any function, activity or service
for, or on behalf of, Covered Entity as specified in the Agreement, provided that such use or
disclosure would not violate the HIP AA Regulations if done by Covered Entity.
C. BA Obligations. BA covenants and agrees that it shall:
(1) Not further use or disclose the PHI provided or made available by Covered
Entity other than as permitted or required by this Addendum or as required by applicable
law or regulation.
(2) Establish and maintain appropriate safeguards as necessary to prevent the
use or disclosure of PHI other than as permitted under this Addendum.
(3) Implement administrative, physical, and technical safeguards that
reasonably and appropriately protect the confidentiality, integrity, and availability of the
electronic PHI that it creates, receives, maintains, or transmits on behalf of the Covered
Entity.
(4) Report to Covered Entity any use or disclosure of PHI that BA is aware of
that is not provided for or allowed by this Addendum. Report any Security Incident of
which BA becomes aware to the Covered Entity.
(5) Ensure that any of its agents or subcontractors, or other third parties with
which BA does business that are provided PHI on behalf of Covered Entity, are aware of
and bound to BA's obligations under this Addendum. Ensure that any agents or
subcontractors who will have access to electronic PHI will also implement reasonable
and appropriate safeguards to protect the information.
(6) Make available to Covered Entity such information as Covered Entity may
require to fulfill Covered Entity's obligations to provide access to, amendment of, and
account for disclosures with respect to PHI pursuant to HIP AA and the HIP AA
Regulations, including, but not limited to, 45 CFR ~~ 164.524, 164.526, and 164.528.
(7) Make available to the Secretary of the U.S. Department of Health and
Human Services all internal practices, books and records relating to the use and
disclosure of PHI received from, or created by, the BA on behalf of the Covered Entity,
tor purposes of determining Covered Entity's compliance with federal privacy laws and
regulations.
D. Permitted Disclosures. Notwithstanding Article C( I), above, Parties agree that,
pursuant to federal law, BA may:
BUSINESS ASSOCIATE AGREEMENT PBM 2009
2
(R702.04.2008)
(1) Use PHI in its possession for its proper management and administration
and to fulfill any 0 f its present or future legal responsibilities provided that such uses are
permitted under state and federal confidentiality laws.
(2) Use PHI in its possession to provide data aggregation services relating to
the health care operations, as provided for in 45 CF.R. S 164.501, of the Covered Entity.
(3) Disclose PHI in its possession to third parties for the purpose of its proper
management and administration or to fulfill any of its present or future legal
responsibilities provided that (i) the disclosures are required by law, as provided for in
45 CF.R. S 164.103, or (Ii) SA has received from the third party written assurances that
the PHI will be held confidentially, that the PHI will only be used or further disclosed as
required by law or for the purpose for which it was disclosed to the third party, and that
the third party will notifY SA ofany instances of which it is aware in which the
confidentiality ofthe information has been breached, as required under
45 CF.R. S 164.504(e)(4).
(4) De-identifY any and all PHI provided that the de-identification conforms
to the requirements of 45 C.F.R. S 164.514(b), and further provided that the SA
maintains the documentation required by 45 C.F.R. S 164.514(b), which may be in the
form ofa written assurance from SA. Pursuant to 45 C.F.R. S 164.502(d)(2), de-
identified information does not constitute PHI and is not subject to the terms of this
Addendum.
E. Obligations of Covered Entity. With respect to the use and/or disclosure of PHI
by SA, the Covered Entity hereby agrees:
(1) to use appropriate safeguards to maintain and ensure the confidentiality,
privacy, and security of PHI transmitted to SA pursuant to the Agreement, in accordance
with the standards and requirements ofHIPAA and the HIPAA Regulations, until such
PHI is received by SA.
(2) to inform SA of any changes in, or withdrawal of, the consent or
authorization provided to the Covered Entity by individuals pursuant to 45 CF.R. S
164.506 or S 164.508.
(3) to notifY SA, in writing and in a timely manner, of any arrangements
permitted or required of the Covered Entity under 45 CF.R. Parts 160 and 164 that may
impact in any manner the use and/or disclosure of PHI by SA under the Agreement,
including, but not limited to, restrictions on the use and/or disclosure of PHI as provided
for in 45 CF.R. 9 164.522 agreed to by the Covered Entity.
(4) that SA may make any use and/or disclosure of PHI permitted under
45 CF.R. S 164.512.
F. Termination. Notwithstanding any other provision under the Agreement and
pursuant to federal law, each Party agrees that the Agreement may be tenninated by the other
Party without penalty should the other Party violate a material obligation under this Addendum.
BUSINESS ASSOCIATE AGREEMENT PBM 2009
(R702.04.2008)
G. Return or Destruction of PHI. Upon termination or expiration of the Agreement,
BA shall return to Covered Entity any and all PHI received from, or created by, BA on behalf of
Covered Entity that is maintained by BA in any form whatsoever, including any copies or
replicas. Ifreturning the PHI to Covered Entity is not feasible, BA shall destroy any and all PHI
maintained by BA in any form whatsoever, including any copies or replicas. Should the return
or destruction of the PHI be determined by BA to not be feasible, the Parties agree that the tenus
ofthis Addendum shall extend to the PHI until otherwise indicated by the Covered Entity, and
any further use or disclosure of the PHI by BA shall be limited to that purpose which renders the
return or destruction of the PHI infeasible.
H. Amendment to Comply with Law. The Parties acknowledge that state and federal
laws relating to electronic data security and privacy are rapidly evolving and that amendment of
this Addendum may be required to provide for procedures to ensure compliance with such
developments. The Parties agree to take such action as is necessary to comply with the standards
and requirements ofHIPAA, the HIPAA Regulations and other applicable laws relating to the
security or confidentiality of PHI. Upon either Party's request, the other Party agrees to
promptly enter into negotiations concerning the terms of an amendment to this Addendum.
1. No Third Party Beneficiaries. Nothing express or implied in this Addendum is
intended to confer, nor shall anything herein confer, upon any person other than Covered Entity,
BA, and their respective successors or assigns, any rights, remedies, obligations, or liabilities
whatsoever.
1. Term. This Addendum shall become effective on the Addendum Effective Date
and shall expire when all of the PHI provided by Covered Entity to BA is destroyed or returned
to Covered Entity pursuant to Section G. The Parties agree that Sections B, C, D, E, and I of the
Addendum shall survive the tennination or expiration of the Agreement. In the event ofa
conflict between this Addendum and other terms and conditions agreed to by the parties, the
tenus of this Addendum shall control with respect to its subject matter.
K. Notice. Notices required or given pursuant to a privacy or security incident shall
be delivered in writing to BA or Covered Entity, as appropriate, and submitted to the address
indicated below:
Privacy:
Security:
For BA:
Walgreens Privacy Office
200 Wilmot Road, MS 9000
Deerfield, Illinois 60015
Attn: Privacy Official
HIP AA Security Office
302 Wilmot Road, MS 3266
Deerfield, Illinois 60015
Attn: Security Official
With a copy to:
Walgreens Health Initiatives, Inc.
1411 Lake Cook Road, MS L319
Deerfield, lllinois 60015
Attn: WHS Legal
BUSINESS ASSOCIATE AGREEMENT PBM 2009
4
(R702.04.2008)
For CDvered Entity: Maria Z. Fernandez-Gonzalez
~r Admini~~ra~or, Benefi~s
1100 Simonton St., Suite 2-268
Key West, FL 33040 (305) 292-4448
[JjjftPrivacy Contact] [BlHSecurity Contact]
L. Parties to Agreement. Covered Entity and BA acknowledge and agree that they
are the Parties to this Addendum and to the Agreement, and, to the extent such Parties are not so
identified in the Agreement, the Agreement is hereby amended accordingly.
M. Nominal Fee. Covered Entity will pay BA a mutually agreeable fee to cover the
costs associated with BA's response to PHI-related requests by Covered Entity or individuals
hereunder.
N. Entire Agreement. This Agreement, which includes any and all attachments,
exhibits, riders, and other documents referenced herein, constitutes the entire and full agreement
between the parties hereto with respect to the subject matter hereof and supersedes any previous
contract and no changes, amendments or alterations will be effective unless reduced to a writing
signed by a duly authorized representative of both parties. Any prior agreements, documents,
understandings, or representations relating to the subject matter of this Agreement not expressly
set forth herein or referred to or incorporated herein by reference are of no force or effect.
The Parties have caused this Addendum to be signed and delivered by their duly
authorized representatives, as of the Addendum Effective Date.
COVERED ENTITY: Monroe County,
a political subdivision ofthe State of
Florida
BA: Walgreens Health Initiatives, Inc.
By:
By: .......~.J/-~
Print Name:~u.t,...-o Ash~I"A
Print Title: 5. V~ flM ~ ~~
Print Name:
Print Title:
BUSINESS ASSOCIATE AGREEMENT PBM 2009
5
(R702.04.2oo8)
MONROE COUNTY
CONTRACT FOR
Prescription Management Plan Services
THIS AGREEMENT is made and entered into this 4th day of September, 2008, by
MONROE COUNTY ("COUNTY") a political subdivision of the State of Florida, whose address is
1100 Simonton Street, Key West, Florida 33040 and Walgreens Health Initiatives, Inc.
("CONTRACTOR"), whose address is 1411 Lake Cook Road, Deerfield, Illinois 60015.
RECITAlS
CONTRACTOR manages prescription benefit programs that include the dispensing of
prescription drugs by and through a network of retail community pharmacies ("Participating
Pharmacy(ies)") and arranges for prescription benefit management and claim processing
services for sponsors of various health benefit plans or programs;
CONTRACTOR also manages a prescription benefit that includes the dispensing of
prescription drugs by a mail service pharmacy ("Participating Mail Service Pharmacy");
COUNTY desires to arrange for the provision of prescription services to Members (as defined
in Section 2.4, below) through Participating Pharmacies and/or Participating Mail Service
Pharmacy, as well as prescription benefit management and claim processing services by and
through CONTRACTOR; and
CONTRACTOR is willing to make available prescription services to Members through its
network of Participating Pharmacies and Participating Mail Service Pharmacy and to provide
pharmacy benefit management and claim processing services to COUNTY upon the terms and
conditions hereinafter set forth.
Therefore, in consideration of the covenants and agreements set forth herein, COUNTY and
CONTRACTOR agree as follows:
Section 1. SCOPE OF SERVICES
1.1 CONTRACTOR shall do, perform and carry out in a professional and proper manner certain
duties as described in the Scope of Services - Exhibit A - which is attached hereto and made a
part of this agreement, for COUNTY.
1.2 CONTRACTOR warrants that it is authorized by law to engage in the performance of the
activities herein described, subject to the terms and conditions set forth in this Agreement. The
CONTRACTOR shall at all times exercise independent, professional jUdgment and shall assume
professional responsibility for the services directly provided by CONTRACTOR.
CONTRACTOR shall provide services using the following standards, as a minimum
requirement:
A. The CONTRACTOR shall maintain adequate staffing levels to provide the
services required under this Agreement resulting from CONTRACTOR's
response to RFP-PER-162-204-2008-PORlCU, including CONTRACTOR's
deviations ("RFP").
B. CONTRACTOR'S personnel shall not be employees of or have any
contractual relationship with the COUNTY. To the extent that
CONTRACTOR uses subcontractors or independent contractors, this
Agreement specifically requires that subcontractors and independent
I
'"fonl"" Counly-WHI R2 (J<)lq~()08 Ihrs)ltf
contractors shall not be an employee of or have any contractual relationship
with COUNTY.
C. All CONTRACTOR'S personnel engaged in performing services under this
Agreement shall be fully qualified, and, if required, to be authorized or permitted
under State and local law to perform such services.
Section 2. COUNTY'S RESPONSIBILITIES
2.1 Provide all best available information as to the COUNTY'S requirements for its "Prescription
Management Plan Services."
2.2 Designate in writing a person with authority to act on the COUNTY'S behalf on a
matters concerning its Prescription Management Plan Services, as described herein.
2.3 Provide a schedule that is mutually agreeable to the COUNTY and CONTRACTOR.
2.4 Member. As used in this Agreement, the term "Member" means any person (including any
eligible dependent) who is enrolled or covered under a benefit plan or health care program
sponsored or maintained by COUNTY and whose enrollment, copayment and benefit coverage
are communicated by COUNTY to CONTRACTOR in accordance with the terms of this
Agreement.
2.5 BenefiVEliaibilitv Information. COUNTY will provide CONTRACTOR with its benefit design
summary and all other information required by CONTRACTOR for the implementation of services
under this Agreement at least 30 days prior to their implementation or upon such other timeframe
as may be agreed between the parties in writing. Such information will be in a format acceptable
to CONTRACTOR and will include, without limitation: Member enrollment, eligibility and benefit
coverage information such as, copayment, deductible limits, covered drugs, days' supply, and
participating physicians. COUNTY is further obligated, during the term of this Agreement, to
provide updates to the foregoing benefit design summary and other information promptly
following each change thereto. This information will be transmitted by CONTRACTOR to
Participating Pharmacies and the Participating Mail Service Pharmacy at the time of dispensing
through the online electronic transmission link maintained between CONTRACTOR and
Participating Pharmacies and the Participating Mail Service Pharmacy ("Online Adjudication
System"). COUNTY is solely responsible for the accuracy, completeness, reliability, and
timeliness of all information provided to CONTRACTOR and acknowledges CONTRACTOR's
reliance thereupon. Any errors or omissions in the information are the sole responsibility of
COUNTY. COUNTY may not deny claims submitted by any Participating Pharmacy or the
Participating Mail Service Pharmacy for payment subsequent to such Participating Pharmacy or
the Participating Mail Service Pharmacy receiving approval via the Online Adjudication System.
2.6 10 Cards. COUNTY will provide all Members with a standard identification card whether
issued by CONTRACTOR or issued by COUNTY and approved by CONTRACTOR. The
identification cards will contain, without limitation, the Member's identification number and full
name of Member. Identification cards will be used only for Member identification, not for Member
eligibility, which is established at the time of dispensing through the Online Adjudication System.
2.7 Formulary Manaqement. COUNTY authorizes CONTRACTOR, as its prescription benefit
manager, to perform formulary management and other services described in this Agreement,
subject to the following terms and conditions:
(a) COUNTY represents that it has adopted CONTRACTOR's formulary as part of its
prescription benefit plan design and that its benefit plan design in no way prohibits
COUNTY from implementing formulary management services performed by
::
~I(lnroe County-WliI R2 ()l)()-l2iJl).~ Ihl,) 11(
CONTRACTOR. the Participating Phannacies. or the Participating Mail Service Phannacy
hereunder. such as. but not necessarily limited to, generic or therapeutic prescription drug
substitutions and any other measures that may be appropriate to effectuate fonnu/ary
management. Notwithstanding the foregoing, the parties acknowledge that the
prescribing physician has ultimate authority to detennine which drug is prescribed to a
Member. COUNTY will notify CONTRACTOR in advance of any benefit plan design
changes that may materially affect CONTRACTOR's ability to perfonn fonnulary
management and/or other services described in this Agreement. COUNTY may not sell,
distribute, or otherwise provide CONTRACTOR's fonnulary to any third party without
CONTRACTOR's prior written consent, except that COUNTY will ensure that
CONTRACTOR's formulary is distributed to Members and Members' physicians, either
directly or by requiring Members to provide the fonnu/ary to their physicians.
(b) COU NTY acknowledges that, as a result of the fonnulary management services
referenced above, CONTRACTOR may receive rebates or other incentive payments from
certain drug manufacturers or others, either directly or indirectly, in connection with
prescription drugs dispensed hereunder and reported by CONTRACTOR to such
manufacturers or others ("Rebates"). COUNTY hereby appoints CONTRACTOR as
COUNTY's exclusive agent, and certifies that CONTRACTOR is authorized to act on
COUNTY's behalf, for the purpose of negotiating and arranging, either directly or
indirectly. Rebate opportunities in connection with prescription drugs dispensed to
Members under this Agreement. Accordingly, COUNTY:
(i) represents that it has no direct or indirect arrangements, either oral or written, with
drug manufacturers or others for rebates, discounts, or other incentive payments on
prescription drugs dispensed to Members pursuant to this Agreement and agrees not
to enter into any such arrangement during the tenn of this Agreement; and
(ii) agrees to cooperate fully with CONTRACTOR and execute any documents in
addition to this Agreement that may reasonably be necessary for either
CONTRACTOR or COUNTY to participate in any Rebate arrangements.
(c) COUNTY will notify CONTRACTOR if it receives any funding for the proviSion of
prescription services to Members from Medicaid. Medicare. or any other state or federal
health care program. In addition, if COUNTY becomes aware that any Members'
prescription claims are to be filed for reimbursement with Medicaid, Medicare, or any
other state or federal health care program, COUNTY will immediately notify
CONTRACTOR, clearly identifying all involved Members. COUNTY will cooperate with
CONTRACTOR should any issue arise with respect to the improper receipt of any
Rebates, and will return the full amount of any Rebates to be refunded and pay any
penalties resulting therefrom.
(d) COUNTY acknowledges and agrees that CONTRACTOR may retain any and all
Rebates received as part of the reasonable compensation for phannacy benefit
management services; provided, however, that CONTRACTOR will make
CONTRACTOR Payments (as defined in Exhibit 8. which is attached hereto and made
part of this Agreement) to COUNTY. subject to the terms and conditions set forth in this
Section 2.7 and in Exhibit 8. COUNTY further acknowledges that such payment rates,
interest on retained Rebates, if any, and other service charges set forth in Exhibit 8
reflect the agreed upon compensation due CONTRACTOR for the services provided.
COUNTY is responsible for the disclosure and/or distribution of such amounts to the
entity that is ultimately responsible for the payment of pharmacy claims, if not COUNTY.
COUNTY understands that in obtaining Rebates on behalf of its clients, CONTRACTOR
may utilize the services of a claims aggregator where in CONTRACTOR's jUdgement as
a prescription benefit manager such services may be more advantageous to its clients.
J
M(Jnro,~ C(luntY-\VHI R~ 1)')I).j~I)I)R Ibrs)l1f.
To that extent, there may be a fee charged by the claims aggregator for such services,
and the Rebates received by CONTRACTOR will be reduced by the amount of such
claims aggregator fees.
(e) COUNTY acknowledges that the amount of CONTRACTOR Payments
described in Exhibit B is based upon the value of Rebates CONTRACTOR expects to
receive as a result of (i) COUNTY's adoption and use of CONTRACTOR's formulary
and any benefit design requirements associated therewith (such as, but not limited to,
therapeutic substitution programs, multi-tiered copay structures, etc.), and (ii) current
marketplace conditions, including drug patent status. Accordingly, to the extent
CONTRACTOR determines that any changes to COUNTY's benefit design or the
formulary utilized (whether such changes are requested by COUNTY or made by
CONTRACTOR in response to changing marketplace conditions, including drug patent
status) may adversely impact the value of Rebates CONTRACTOR is likely to receive
hereunder, CONTRACTOR will initiate renegotiations with COUNTY of the
CONTRACTOR Payment amount. Notwithstanding anything to the contrary elsewhere
in this Agreement, if no agreement can be reached within 30 days, CONTRACTOR
Payments will immediately cease accruing to COUNTY and CONTRACTOR will have
no obligation to continue making CONTRACTOR Payments thereafter, including any
CONTRACTOR Payments that have accrued, but have not yet been paid.
(f) Notwithstanding any provision herein to the contrary, CONTRACTOR Payments
will immediately cease accruing to COUNTY and COUNTY hereby expressly authorizes
CONTRACTOR to retain any and al/ CONTRACTOR Payments that have accrued to
such date, upon the occurrence of any of the following:
(i) COUNTY's failure to make any payments when due hereunder or COUNTY's
breach of any other obligations set forth in this Agreement;
(ii) termination of this Agreement by either party or receipt by CONTRACTOR of
notice from COUNTY that COUNTY intends to terminate any portion hereof which in
CONTRACTOR's sole discretion may adversely impact the value of Rebates
CONTRACTOR receives hereunder;
(iii) CONTRACTOR's exercise of its right to terminate any clinical program services,
including formulary management, under Exhibit A, if, in CONTRACTOR's sole
discretion, such termination may adversely impact the value of Rebates
CONTRACTOR receives hereunder; and
(iv) any change in the pharmaceutical industry practices or marketplace conditions
that may affect the payment of Rebates.
(g) For those clinical programs that may require certain medical claims information
(such as, but not necessarily limited to, retrospective drug utilization review), and subject
to Section 34.1, below, COUNTY will provide to CONTRACTOR and/or its designee all
complete and accurate Member-related medical claims and record information that
CONTRACTOR reasonably requests, in a format and time frame mutually acceptable to
the parties.
2.8 Communication With Members. Subject to Section 34.4, below, COUNTY will accurately
describe and represent the role of CONTRACTOR, Participating Pharmacies, and the
Participating Mail Service Pharmacy in providing services and programs that COUNTY has
retained CONTRACTOR to undertake hereunder in all communications, including marketing and
advertising materials, to Members and potential Members. COUNTY acknowledges and agrees
that it is responsible for disclosing to Members any and all matters relating to COUNTY's benefit
plan as are required by applicable law to be disclosed, including any matter relating to the
Rebates or the calculation of copayments, coinsurance amounts, deductibles, use of formulary, or
any other amounts that are payable by a Member in connection with COUNTY's benefit plan.
-l
Monr-oc County.\VHI R21)c)04200S (brS)rlf
2.9 Online Access. To the extent CONTRACTOR has provided COUNTY with access to the
Online Adjudication System, the system on which CONTRACTOR files COUNTY's management
reports ("Online Report System"), and/or any other electronic system maintained or operated by
CONTRACTOR (all such foregoing systems, hereinafter collectively referred to as the "System"),
the following terms and conditions will apply. For purposes of this paragraph, the term "access"
means the ability of COUNTY, as agreed to by CONTRACTOR, to view, enter, and/or manipulate
information residing on the System. COUNTY acknowledges that as a condition precedent to
receiving or continuing to receive access to the System, COUNTY will (i) comply with the
manuals and other instructions provided by CONTRACTOR for such access; (ii) safeguard the
access code(s) and any downloads of information; (iii) comply with applicable laws, regulations,
and COUNTY's poliCies and procedures concerning the protection of patient information; (iv)
notify CONTRACTOR immediately if any information accessed online is inconsistent with
COUNTY's benefit design; (v) supervise all employees and/or third-party agents accessing such
systems on COUNTY's behalf ("Users") and administer all passwords to ensure there is no
misuse or abuse of the access rights granted herein; and (vi) inform all Users of the requirements
set forth in this paragraph. COUNTY is solely responsible for the accuracy, completeness,
reliability, and timeliness of all information it enters into the System. Any errors or omissions in
the information are the sole responsibility of COUNTY. COUNTY is further responsible for
providing, at its own expense, any hardware and/or software that may be necessary to effectuate
access to the System, and for paying all telecommunication access fees.
2.10 Web Link. Upon request from COUNTY and written consent from CONTRACTOR,
CONTRACTOR hereby grants to COUNTY a nonexclusive, non-transferable right to establish a
link to CONTRACTOR's web site(s). CONTRACTOR grants to COUNTY a nonexclusive, non-
transferable right to use, in connection with establishing this web link, the graphical image file
containing CONTRACTOR's copyrighted logo as such is selected by COUNTY and correlated
text as approved in writing by CONTRACTOR ("Image"). Such use is limited to the purposes of
establishing the link, defining the web link specifications, and other purposes approved by
CONTRACTOR. COUNTY agrees to include such attributions, disclaimers and restrictions on
the COUNTY's site relating to the use of the link as CONTRACTOR may reasonably specify.
The CONTRACTOR Marketing Department will assist COUNTY in this process. COUNTY may
not modify or alter the Image. COUNTY assumes all costs and responsibility for implementing
the Image on the authorized web sites. COUNTY acknowledges and agrees that
CONTRACTOR is the owner of the exclusive right to use CONTRACTOR trademarks and
service marks, including the Image, and any registrations therefore. COUNTY agrees that it will
not use the CONTRACTOR trademarks or service marks, including the Image, other than as
expressly provided herein.
Section 3. TERMS OF AGREEMENT
3.1 The initial term of this Agreement shall commence on October 1, 2008 and shall
continue in effect for three (3) years from the date hereof, unless and until terminated
pursuant to this Section 3 ("Initial Term"). Upon expiration of the Initial Term, this
Agreement shall automatically renew for successive one (1) year terms ("Renewal
Period"), unless otherwise terminated by either party for any reason by written notice to the
other party delivered at least ninety (90) days prior to the end of the Initial Term or any
Renewal Period thereafter. This Section 3.1 is subject to the remaining provisions of this
entire Section 3 and any other termination rights that may be stated elsewhere in this
Agreement.
3.2 If either party desires to modify this Agreement. it shalf notify the other in writing at least thirty
(30) days prior to the effective date of such modification. In the case of proposed modification the
party receiving the notification of the proposed modification shall itself notify the other party within
ten (10) days after receipt of notice of its agreement to the proposed modification. Failure to do so
5
1-1'''l1''C CUllnly.\\ III R21)'iIi.~2()n~ lors) IiI'
shal/ terminate this Agreement as of September 301tl of the COUNTY'S applicable plan year. This
Agreement may not be amended except in a writing approved by the Board of County
Commissioners, Monroe County, Florida and CONTRACTOR.
Section 4. COMPENSATION
Unless otherwise stated herein, compensation to CONTRACTOR shall be $0.25 per net paid claim.
Section 5. PAYMENT TO CONTRACTOR
5.1 Payment Security. From time to time during the course of this Agreement, CONTRACTOR may
request, and COUNTY will promptly provide to CONTRACTOR, audited financial statements which
CONTRACTOR will use for the sole purpose of assessing the likelihood that COUNTY will be able to
satisfy its payment obligations hereunder. If, for any reason, at any time during the term of this
Agreement, CONTRACTOR develops a reasonable concern that COUNTY may not make payments
to CONTRACTOR within the timeframes required hereunder, CONTRACTOR will bill COUNTY and
COUNTY will pay CONTRACTOR within 15 days a security deposit in an amount, based upon
COUNTY's recent claims payment experience, which CONTRACTOR deems necessary to satisfy
such concern, but in no event no sum more than the equivalent of two (2) months' payment based on
average past six (6) moths' payment record. CONTRACTOR, without limiting its right to pursue other
available legal remedies, may use any security deposit amounts received hereunder to offset the
failure by COUNTY, for any reason, to make payments pursuant to the terms of this Agreement.
CONTRACTOR will return any unused portion of the security deposit to COUNTY upon termination of
this Agreement, provided that COUNTY has first satisfied all payment obligations hereunder.
5.2 Payment Rates and Terms. COUNTY will pay CONTRACTOR for prescription services
proVided hereunder by Participating Pharmacies and Participating Mail Service Pharmacy at
the rates set forth in Exhibit B, attached hereto and incorporated herein, regardless of the
amount billed by the dispensing Participating Pharmacy or Participating Mail Service
Pharmacy. In addition, COUNTY will pay CONTRACTOR any and all administrative fees
and/or other costs, charges, or reimbursement amounts set forth in this Agreement. COUNTY
is solely responsible for all payments required herein, and will make all such payments in
accordance with the payment terms that follow and that may be specified elsewhere in this
Agreement.
(a) CONTRACTOR will invoice COUNTY following the close of each monthly billing
cycle. Such invoices may include, but not necessarily be limited to, prescription claims,
administrative fees and/or any other costs and charges specified in this Agreement.
The CONTRACTOR must submit invoices to the Monroe County Employee Services
Division, Benefits Office. Subject to Section 5.4., below, the respective office supervisor
and the Director of Employee Services, will review the request, note hislher approval on the
request and forward it to the Clerk for payment.
(b) COUNTY will pay all invoices in accordance with the Local Government Prompt
Pay Act (the "Act") if the Act requires payment sooner, and accompanying each
payment will be a complete explanation of the claims for which payment is
being made. Payment date as used in this Agreement will mean the date
payment is to be delivered to the location designated in this Agreement as
follows:
fi
\l"[)fncCOUI1I>-WHI p~ ri'11I4~I)IIX lorSlill.
Walgreens Health Initiatives, Inc.
P. O. Box 93741
Chicago. IL 60673-3741
All sums owed by COUNTY will bear interest of 1 % per month from the date payment
is due until paid; however, in no event will such interest rate be greater than the rate
permitted by law.
(c) COUNTY acknowledges and agrees that CONTRACTOR has no obligation to
pay claims for prescription services provided by Participating Pharmacies and
Participating Mail Service Pharmacy until COUNTY makes such funds available to
CONTRACTOR for the payment of such claims. COUNTY further acknowledges and
agrees that CONTRACTOR may subcontract certain services provided hereunder,
including those covered under the administrative or ancillary fees set forth in Article I of
Exhibit B, and that COUNTY's timely payment for such services is required for
CONTRACTOR to pay its subcontractors, as applicable.
5.3 Continuation of this Agreement is contingent upon annual appropriation by Monroe
County.
5.4 No Withholds. At no time may COUNTY withhold payment for services provided by
CONTRACTOR, Participating Pharmacies, or Participating Mail Service Pharmacy hereunder
nor pay an amount less than that billed by CONTRACTOR. In the event that CONTRACTOR
determines that an adjustment is due COUNTY, CONTRACTOR will make an appropriate
adjustment to its invoices.
5.5 Service Suspension. In the event that COUNTY fails to remit to CONTRACTOR the
appropriate payment amounts on or prior to the due date specified in this Agreement,
CONTRACTOR will have the right, at its sole option, to suspend and/or terminate immediately
all pharmacy benefit services provided to COUNTY and Members. CONTRACTOR may notify
Participating Pharmacies and Participating Mail Service Pharmacy immediately online that
prescription services to COUNTY and Members have been suspended or terminated, as the
case may be, due to COUNTY's failure to meet its payment obligations as set forth in this
Agreement. Upon such notification, Participating Pharmacies and/or Participating Mail Service
Pharmacy may cease providing prescription services to COUNTY and Members and, in
CONTRACTOR's sole discretion and notwithstanding Section 34.7, below, Participating
Pharmacies and/or Participating Mail Service Pharmacy will have the right to pursue any legal
remedy directly against COUNTY for any breach of COUNTY's payment obligations.
COUNTY will be solely responsible for any and all costs associated with CONTRACTOR's
collection of any delinquent amounts.
Section 6. CONTRACT TERMINATION
6.1 Notwithstanding Section 3.1 above, COUNTY may tenninate this Agreement because of the
failure of CONTRACTOR to materially perform its obligations under the Agreement and such
termination will be effective 30 days after written notice of breach has been provided to
CONTRACTOR, unless such obligation have been performed prior to the end of the 30 day
period. Further notwithstanding Section 3.1 above, CONTRACTOR may tenninate this Agreement
because of the failure of CONTRACTOR to materially perfonn its obligations under the Agreement.
including, but not limited to, COUNTY's failure to pay CONTRACTOR for phannacy claims and
all other required fees, costs and charges within the time period specified in this Agreement, and
such termination will be effective 30 days after written notice of breach has been provided to
CONTRACTOR, unless such obligation have been perfonned prior to the end of the 30 day
7
r...t"nl!Il' ('ntllll\'~Wl!IIC 1)')(I~I~(JI)R (/11.,1111
period. Either party may terminate this Agreement with or without cause upon ninety (90) days
notice to the CONTRACTOR. COUNTY shall pay CONTRACTOR for work performed through the
date of termination.
6.2 Waiver. No waiver by CONTRACTOR with respect to any breach or default of any right or remedy
and no course of dealing may be deemed to constitute a continuous waiver of any other breach or
default or of any other right or remedy unless such waiver is expreSSed in writing by CONTRACTOR
to COUNTY.
6.3 Continuina Obliaation. T erminaoon will have no effect upon the rights or obligations of the parties
arising out of any transactions occurring prior to the effective date of such termination, unless set forth
otherwise herein. CONTRACTOR will assume no responsibility for Processing claims submitted to
CONTRACTOR by Participating Pharmacies, Participating Mail Service Pharmacy, or Members more
than 90 days following the termination date of this Agreement; CONTRACTOR will forward all such
claims to COUNTY for adjudication and payment.
6.4 Insolveocv. In addition to termination rights contained elsewhere in this Agreement, each of the
following acts or omissions by either party will be considered a default, and will give the nondefaulting
party the rights herein contained: if either party to this Agreement voluntarily files a petition in or for
bankruptcy, reorganization, or an arrangement with creditors; ,if either party makes a general
assignment for the benefit of creditors; if either party fails to pay, or admits in writing its inability to pay,
debts as they become due; if a trustee, receiver, or other custodian is appointed for either party; or, if
any other case or Proceeding under any bankruptcy is commenced in respect to either party, then the
nondefaulting party may immediately terminate this Agreement and all further rights and obligations
hereunder (except as otherwise provided in Section 6.3 or elsewhere in this Agreement) by giving
written notice to the other party.
Section 7. CONTRACtOR'S ACCEPTANCE OF CONDITIONS
7.1 CONTRACTOR hereby agrees that he has carefully examined the RFP, and this Agreement
and has made a determination that it has the personnel, equipment, and other requirements
suitable to perform this work and assumes full responsibility therefore. The provisions of this
Agreement shall control any inconsistent provisions contained in the RFP. All specifications in
the RFP have been read and carefully considered by CONTRACTOR, who understands the same
and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or
situations shall this Agreement be more strongly construed against COUNTY than against
CONTRACTOR.
7.2 The passing, approval, and/or acceptance by COUNTY of any of the services furnished
by CONTRACTOR shall not operate as a waiver by COUNTY of strict compliance with
the terms of this Agreement, and specifications covering the services.
7.3 CONTRACTOR agrees that County Administrator or its designated representatives may
visit CONTRACTOR'S facility(ies) to conduct random evaluations of services in accordance with
Section 9.
7.4 CONTRACTOR has, and sha" maintain throughout the term of this Agreement,
appropriate licenses and approvals required to conduct its business, and that it wi" at all
times conduct its business activities in a reputable manner. Proof of such licenses and
approvals shall be submitted to COUNTY Upon reasonable request.
II
:\1ol1m<: COlJnry-WHI R2 ()'i042()()~ (ors) 111
Section 8. NOTICES
Any notice required or permitted under this agreement shall be in writing and hand delivered or
sent to the other party postage prepaid, certified mail, returned receipt requested, to the
fof/owing:
To the COUNTY: Sr. Administrator, Benefits
1100 Simonton Street, Suite 2-268
Key West, Florida 33040
To the CONTRACTOR: Walgreens Health Initiatives
Attn: PBM Legal (BRS)
1411 Lake Cook Road, MS L319
Deerfield, IL 60015
cc: Walgreens Health Initiatives
Attn: COUNTY Services Director, Eastern Region
7680 Universal Blvd., Suite 460
Orlando, FL 32819
Section 9. RECORDS
CONTRACTOR shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. COUNTY will maintain records relating to its responsibilities under this
Agreement for a periOd of one year from the date of service, or such longer period as may be
required under applicable law, including, but not necessarily limited to, eligibility records for
Members and payment Information regarding services provided by CONTRACTOR hereunder
and prescription services rendered by Participating Pharmacies and Participating Mail Service
Pharmacy to Members. Each party to this Agreement or their authorized representatives,
during normal working hours and upon prior written and reasonable notice, no more than
once a year and not during November through January, shall have reasonable and timely
access to such records of each other party to this Agreement for public records purposes
during the term of the Agreement and for one year following the termination of this Agreement.
If an auditor employed by the COUNTY or Clerk determines that monies paid to
CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the CONTRACTOR shall repay the monies together with interest calculated
pursuant to Section 55.03, of the Florida Statutes, running from the date the monies were paid
to CONTRACTOR.
Section 10. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020-1990
The CONTRACTOR warrants 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
Ordinance No. 010-1990 or any 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 former County officer or employee.
9
\t.'llli>C' C'UJ1ly.WHI R21J'}1).J:>(~)X (01,)111'
Section 11. GOVERNING lAW, VENUE, INTERPRETATION, COSTS AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to Agreements made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that
venue shall lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
Section 12. SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of
competent jurisdiction. the remaining terms, covenants, conditions and provisions of this
Agreement, shall not be affected thereby; and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted
by law unless the enforcement of the remaining terms, covenants, conditions and provisions of
this Agreement would prevent the accomplishment of the original intent of this Agreement. The
COUNTY and CONTRACTOR agree to immediately reform the Agreement to replace any
stricken provision with a valid proviSion that comes as close as possible to the intent of the
stricken provision.
Section 13. ATTORNEY'S FEES AND COSTS
The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of
this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court
costs, as an award against the non-prevailing party.
Section 14. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the
benefit of the COUNTY and CONTRACTOR and their respective legal representatives,
successors, and assigns.
Section 15. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of
this Agreement have been duly authorized by all necessary County and corporate action, as
required by law.
Section 16. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to
be resolved by meet and confer sessions between representatives of each of the parties If the
issue or issues are still not resolved to the satisfaction of the parties, then any party shall have
the right to seek such relief or remedy as may be provided by this Agreement or by Florida law.
This Agreement shall not be subject to arbitration.
Section 17. COOPERATION
In the event any administrative or legal proceeding is instituted against either party relating to
the formation, execution, performance, or breach of this Agreement. COUNTY and
10
rvl"nr"l'C"lll){\~\\HI R21JC1114211(!~ Ihr'S111(
CONTRACTOR agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the substance of this
Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
Section 18. NONDISCRIMINATION
COUNTY and CONTRACTOR agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement terminates without any further action on the part
of any party, effective the date of the court order, only after CONTRACTOR has exhausted
all jUdicial appeals. COUNTY or CONTRACTOR agree to comply with all Federal and Florida
statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include
but are not limited to: Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination on the basis of race, color or national origin; Title IX of the Education
Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; Section 504 of the Rehabilitation Act of 1973, as amended
(20 USC s. 794), which prohibits discrimination on the basis of handicaps; The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits
discrimination on the basis of age; The Drug Abuse Office and Treatment Act of 1972 (PL 92-
255), as amended, relating to nondiscrimination on the basis of drug abuse; The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; Title
VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; The Americans with Disabilities Act
of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to
nondiscrimination on the basis of disability; Any other nondiscrimination provisions in any
Federal or state statutes which may apply to the parties to, or the subject matter of, this
Agreement.
Section 19. COVENANT OF NO INTEREST
COUNTY and CONTRACTOR covenant that neither presently has any interest. and shall not
acquire any interest, which would conflict in any manner or degree with its performance under
this Agreement, and that only interest of each is to perform and receive benefits as recited in
this Agreement.
Section 20. CODE OF ETHICS
COUNTY agrees that officers and employees of the COUNTY recognize and will be required to
comply with the standards of conduct for public officers and employees as delineated in Section
112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing
business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
Section 21. NO SOLICITATION/PAYMENT
The COUNTY and CONTRACTOR warrant that, in respect to itself. it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to solicit
or secure this Agreement and that it has not paid or agreed to pay any person, company,
corporation. individual, or firm, other than a bonafide employee working solely for it, any fee,
commission, percentage. gift, or other consideration contingent upon or resulting from the award
11
\f"nn,,' ("lifll\'-\VIlI R~ ,j'I!).j~IJlJ,~ "",lilt'
or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR
agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at
its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
Section 22. PUBLIC ACCESS
The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection
of, all documents, papers, letters or other materials in its possession or under its control subject
to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and
CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to
unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR.
Section 23. NON-WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
COUNTY and the CONTRACTOR in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability insurance
pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor
shall any Agreement entered into by the COUNTY be required to contain any provision for
waiver.
Section 24. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the COUNTY,
when performing their respective functions under this Agreement within the territorial limits of
the COUNTY shall apply to the same degree and extent to the performance of such functions
and duties of such officers, agents, volunteers, or employees outside the territorial limits of the
COUNTY.
Section 25. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor
shall it be construed as, relieving any participating entity from any obligation or responsibility
imposed upon the entity by law except to the extent of actual and timely performance thereof by
any participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed
as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to
the extent permitted by the Florida constitution, state statute, and case law.
Section 26. NON-RELIANCE BY NON-PARTiES
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither
the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in
this Agreement.
12
~lonroc COlJnly.\VHI R2 1)'11)4201)8 lor.-;)l1f
Section 27 . ATTESTATIONS
CONTRACTOR has executed a Public Entity Crime Statement, an Ethics Statement, a Drug-
Free Workplace Statement, a Lobbying and Conflict of Interest Clause, and a Non-Collusion
Agreement, which were provided with its response to RFP.
Section 28. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no mernber, officer, agent or employee of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
Section 29. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart.
Section 30. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Agreement and will not be
used in the interpretation of any provision of this Agreement.
Section 31. INSURANCE POLICIES
31.1 The CONTRACTOR will not be permitted to commence work governed by this contract
until satisfactory evidence of the required insurance has been furnished to the COUNTY as
specified below. Delays in the commencement of work, resulting from the failure of the
CONTRACTOR to provide satisfactory evidence of the required insurance, shall not extend
deadlines specified in this contract and any penalties and failure to perform assessments shall
be imposed as jf the work commenced on the specified date and time, except for the
CONTRACTOR'S failure to provide satisfactory evidence.
31.2 The CONTRACTOR shall maintain the required insurance throughout the entire term of
this contract and any extensions specified in the attached exhibits. Failure to comply with this
provision may result in the immediate suspension of all work until the required insurance has
been reinstated or replaced and/or termination of this Agreement and for damages to the
COUNTY. Delays in the completion of work resulting from the failure of the CONTRACTOR to
maintain the required insurance shall not extend deadlines specified in this contract and any
penalties and failure to perform assessments shall be imposed as if the work had not been
suspended, except for the CONTRACTOR'S failure to maintain the required insurance.
31.3 The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the
required insurance, either:
Certificate of Insurance
or
A Certified copy of the actual insurance policy.
31.4 The County, at its sole option, has the right to reasonably request a certified copy of any or
all insurance policies required by this Agreement.
31.5 All insurance policies must specify that they are not subject to cancellation, non-renewal,
13
,'/lnl1t"" ('''''111\' - WH I R2 1I'lil4200S I hI") t1f
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
31.6 The acceptance and/or approval of the CONTRACTOR's insurance shall not be construed
as relieving the CONTRACTOR from any liability or obligation assumed under this contract or
imposed by law.
31.7 CONTRACTOR will maintain through its parent corporation a program of self-insurance or
commercial insurance policies in amounts consistent with industry standards, for general and
professional liability and such other insurance as may be necessary to insure CONTRACTOR,
its employees and agents against any claim or claims for damages arising out of or in
connection with its duties and obligations under this Agreement. In addition, CONTRACTOR
will require Participating Pharmacies and Participating Mail Service Pharmacy either to self-
insure or to acquire and maintain, at their sole expense, professional and malpractice liability
insurance, as well as comprehensive general liability insurance to insure against any claim for
damages arising by reason of Participating Pharmacies' or Participating Mail Service
Pharmacy's provision of prescription services to Members hereunder.
Section 32./NDEMNIF/CAT/ON
32.1 The CONTRACTOR does hereby consent and agree to indemnify and hold harmless
the COUNTY, its Mayor, the Board of County Commissioners, appointed Boards and
Commissions, Officers, and the Employees, and any other agents, individually and collectively,
from all fines, suits, claims, demands, actions, costs, obligations, attorneys fees, or liability of
any kind arising out of the sole negligent actions of the CONTRACTOR or willful
nonperformance of the CONTRACTOR in carrying out its duties and obligations under the terms
of this Agreement, and CONTRACTOR shall be solely responsible and answerable for any and
all accidents or injuries to persons or property arising out of its performance of this
Agreement. The amount and type of insurance coverage requirements set forth herein shall
in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further
the CONTRACTOR agrees to defend and pay all legal costs attendant to acts attributable to
the sole negligent act of the CONTRACTOR.
32.2 To the greatest extent allowed under Title XLU, Section 768.28 of the Florida Statutes,
CONTRACTOR will indemnify, defend and hold harmless COUNTY, including COUNTY's
employees and agents, from and against any and all claims or liabilities arising from the
negligence of CONTRACTOR, its employees or agents in carrying out CONTRACTOR's duties
and obligations under the terms of this Agreement. To the extent allowed by Section 768.28,
Florida Statutes COUNTY will indemnify, defend and hold harmless CONTRACTOR, including
CONTRACTOR's shareholders, directors, officers, employees, delegates, agents,
representatives and parent and affiliated companies, from and against any and all claims or
liabilities arising from (i) the implementation of COUNTY's benefit design (e.g., any provision or
denial of treatment or coverage whether by omission, decision or design, etc.); (ii) the
negligence of COUNTY, its employees or agents in carrying out COUNTY's duties and
obligations under the terms of this Agreement; (iii) COUNTY's failure to provide timely,
complete, or accurate information necessary for CONTRACTOR to perform services hereunder
and/or administer the prescription benefit, including, but without limitation, those services set
forth in Exhibit A; and (iv) COUNTY's breach of any representation or warranty set forth in this
Agreement. Under no circumstances will CONTRACTOR be liable to COUNTY or any third
party for any indirect, special, incidental, or consequential damages, or for lost profits,
notwithstanding CONTRACTOR's notice thereof. CONTRACTOR's liability to COUNTY under
this Agreement, if any, will not exceed the total amount of compensation due CONTRACTOR
for the most recently ascertainable one-year period immediately preceding the date on which
the claim arose. CONTRACTOR will have no liability for any claim which is asserted by
l-l
M"llfllC COlJntv.WHr R2 11'iil.121)1),~ Ihl',)111"
COUNTY or any third party more than 60 days after COUNTY is or reasonably should have
been aware of such claim. This Section 32.2 will survive the termination of this Agreement.
32.3 COUNTY acknowledges and agrees that neither CONTRACTOR, nor its shareholders,
directors, officers, employees, delegates, agents, representatives, or parent and/or affiliated
companies have any liability whatsoever to COUNTY or Members for the acts or omissions of
any Participating Pharmacy or the Participating Mail Service Pharmacy (including, but not
necessarily limited to, the acts or omissions of any Participating Pharmacy's or Participating
Mail Service Pharmacy's employees or agents) in connection with such Participating
Pharmacy's or Participating Mail Service Pharmacy's provision of services to COUNTY and/or
Members, including, but not necessarily limited to, any of the following: (i) any actual or alleged
malpractice, negligence or misconduct of any Participating Pharmacy or the Participating Mail
Service Pharmacy; or (ii) the sale, compounding, dispensing, failure to sell, manufacture or use
of any drug dispensed to a Member hereunder. This Section 32.3 will survive the termination of
this Agreement.
32.4 At all times and for all purposes hereunder, the CONTRACTOR is an independent
contractor and not an employee of the Board of County Commissioners. No statement
contained in this agreement shall be construed so as to find the CONTRACTOR or any of
his/her employees, contractors, servants or agents to be employees of the Board of County
Commissioners for Monroe County. As an independent contractor the CONTRACTOR shall
provide independent. profeSSional judgment and comply with all federal, state, and local
statutes, ordinances, rules and regulations applicable to the services to be provided.
32.5 The CONTRACTOR shall be responsible for the completeness and accuracy of its work,
plan, supporting data, and other documents prepared or compiled in accordance with this
Agreement, and shall correct at its expense all significant errors or omissions therein which .
may be disclosed. The cost of the work necessary to correct those errors attributable to
the CONTRACTOR and any actual damage incurred by the COUNTY as a result of
additional costs caused by such errors will be chargeable to the CONTRACTOR. This provision
shall not apply to any maps, official records, contracts, or other data that may be provided by
the COUNTY or other public or semi-public agencies.
32.6 Unless otherwise indicated herein, the CONTRACTOR agrees that no charges or claims for
damages shall be made by it for any delays or hindrances attributable to the COUNTY during the
progress of any portion of the services specified in this Agreement. Such delays or hindrances, if
any, shall be compensated for by the COUNTY by an extension of time for a reasonable period for
the CONTRACTOR to complete the work schedule. Such an agreement shall be made between the
parties.
Section 33. RELATIONSHIP BETWEEN COUNTY AND CONTRACTOR
33.1 Independent Contractors. The parties hereto are independent contracting parties, and
nothing in this Agreement is intended to nor may anything in this Agreement be construed to
create an agency, partnership, joint venture, employer/employee relationship, fiduciary
relationship, or any other legal relationship between the parties other than or in addition to that
of independent contracting parties.
33.2 Exclusivity. CONTRACTOR is the sole and exclusive provider of prescription benefit
programs, prescription benefit management, and claim processing services to and on behalf of
COUNTY and Members. COUNTY may not enter into or be a party to any agreement with any
party or entity (other than CONTRACTOR) for the provision of prescription benefit programs,
prescription benefit management, and claim processing services or any other services
referenced in this Agreement during the term of this Agreement or any renewal hereof.
15
;\t"r1r<I<.' {,:Il/Hv-Wfll R.' i)'11i4.'ililS rhr.>1 r1f
COUNTY's printed materials, including, but not necessarily limited to, direct mailings, brochures
and newsletters may not reference any other provider of prescription benefit programs,
prescription benefit management, and claims processing services (except as otherwise stated
in Section 34.4. of this Agreement). Nothing contained in this Agreement, however, will prohibit
or limit CONTRACTOR's right to participate in other health care or prescription programs or to
otherwise provide prescription benefit programs, prescription benefit management, or claim
processing services to other third parties.
Section 34. GENERAL TERMS
34.1 Confidentiali of Member Health Information and Pro
(a) The parties will maintain the confidentiality of all medical, prescription, and
other patient-identifiable health information specifically relating to Members ("Member
Health Information") in accordance with all applicable federal and state laws and
regulations, including the privacy regulations promulgated under the Health Insurance
Portability and Accountability Act of 1996, as may be amended from time to time
("HIPAA"). COUNTY represents and warrants that it is in compliance with all
requirements and obligations applicable to COUNTY and its health plan under HIPAA,
including but not limited to the requirement to secure written assurances from its
"business associates" (as such term is defined in Title 45, Section 160.103, of the
Code of Federal Regulations) regarding the protection of Member Health Information.
COUNTY acknowledges that CONTRACTOR, as a business associate of COUNTY (or
its ,health plan), will have access to Member Health Information in order to provide the
pharmacy benefit management services described herein and/or perform the
obligations undertaken hereunder. COUNTY further acknowledges that Member
Health Information may be obtained from and/or distributed to COUNTY, Participating
Pharmacies, Participating Mail Service Pharmacies, and/or any other third party in
connection with services provided hereunder, including any and all disclosures made
by CONTRACTOR, such as, but not limited to those disclosures (i) made to obtain
Rebates, to conduct operational assessments or in connection with provider audits
conducted by CONTRACTOR or its agents or service providers; and (ii) at COUNTY's
request, such as, but not limited to, those made to third party administrators or to a
new vendor upon transition of services following termination of this Agreement.
COUNTY also acknowledges that CONTRACTOR intends to make Member Health
Information available to (i) the subject Member via its website, using CONTRACTOR's
customized online registration process for each Member; and (ii) COUNTY or other
permitted third parties via the Internet or other electronic medium. COUNTY will
promptly provide CONTRACTOR with written notice if it desires to limit any such
communications described herein. COUNTY acknowledges that certain management
reports, reporting packages, utilization data, prescription claims information and/or
clinical or formulary-related programs may contain Member Health Information.
COUNTY further acknowledges that (i) its request to CONTRACTOR to disclose
Member Health Information to any third party (i.e. broker, healthcare consultant, and/or
third party administrator) constitutes COUNTY's direction and authorization to disclose
such information to the third party; and (ii) CONTRACTOR will disclose such
information pursuant to COUNTY's direction until such time as CONTRACTOR
receives written notice from COUNTY to cease further disclosures. In the event of a
conflict between the provisions of this Section 34.1 (a) and the provisions of a fully
executed business associate agreement between the parties, the fully executed
business associate agreement will control.
(b) The parties acknowledge that certain proprietary and/or confidential technical
and business information may be disclosed between the parties. Such information may
16
,\fonrnc County-Will R2 ')')()~20()x il1f',l.l1f
include, without limitation, databases, trade secrets, reporting packages and formats,
utilization and management reports, client specific prescription claims information,
manuals, computer programs, software and clinical or formulary-related operations or
programs (hereinafter collectively referred to as "Confidential Information"). The parties
acknowledge and agree that the value of such Confidential Information may be lost if
the receiving party does not maintain the proprietary nature or confidentiality of the
information. Accordingly, during the term of this Agreement and for two years
thereafter, each party will maintain the confidentiality of all Confidential Information.
including, without limitation, implementing those precautions such party employs with
respect to its own proprietary and confidential information and disclosing it only to
those employees who have a need to know in order to effectuate the purpose(s) of this
Agreement, and only after such employees have agreed to be bound by the terms of
this Section 34.1 (b) In no event will either party use any Confidential Information to
benefit itself or others, except to the extent expressly authorized by this Agreement.
Notwithstanding the foregoing, the obligations of confidentiality do not apply to any
Confidential Information which is or becomes generally known within the relevant
industry (except as a result of a breach by a party of its obligations under this
Agreement); or is required to be disclosed by deposition, interrogatory, request for
documents, subpoena or court order. Furthermore, the parties acknowledge and
agree that the term "Confidential Information" as used in this paragraph does not
include aggregated and/or non-client specific information that is maintained and/or
disclosed by either party in the normal course of their business operations. This
Section 34.1 will survive the termination and/or expiration of this Agreement.
34.2 Construction. Each party acknowledges that it has been represented by legal counsel of
its selection in the negotiation of this Agreement, each of which has participated in the drafting
and negotiation of this Agreement. Accordingly, any rule of construction which construes this
Agreement against the drafting party will have no application in the interpretation and
enforcement of this Agreement.
34.3 Assianment. CONTRACTOR may assign this Agreement to any third party or to any
direct or indirect parent, subsidiary, affiliated company or successor company. Any such
assignee will assume all obligations of CONTRACTOR under this Agreement. No assignment
will relieve CONTRACTOR of responsibility for the performance of any obligations which have
already occurred. This Agreement will inure to the benefit of and be binding upon
CONTRACTOR, its respective successors and permitted assignees.
34.4 Advertising. Neither party may advertise or use any trademarks, service marks and/or
symbols of the other party without first receiving the written consent of the party owning the
mark and/or symbol, subject to the terms and conditions set forth in this paragraph. COUNTY
may reference the name and the addresses of CONTRACTOR, Participating Pharmacies, and
Participating Mail Service Pharmacy in informational brochures COUNTY provides to Members
or potential Members. COUNTY represents and warrants that any and all descriptions and
representations concerning CONTRACTOR and the services provided hereunder as
communicated to Members and potential Members are true, accurate, and consistent with the
terms of this Agreement. COUNTY will use due diligence to ensure the accuracy of the
information herein described and will immediately correct incomplete or inaccurate information
whether by its own discovery or at CONTRACTOR's direction. Any other reference to
CONTRACTOR, Participating Phannacies, or Participating Mail Service Pharmacy in any
COUNTY materials must be pre-approved, in writing, by CONTRACTOR. CONTRACTOR may
reference COUNTY's name, trademark, service mark and/or symbols to inform Members and
the general public (i) of CONTRACTOR's role in providing prescription benefit management
and other services and (ii) that Participating Phannacies and Participating Mail Service
Pharmacy are participating providers to COUNTY and Members.
! 7
!\I<1nn>cC.'unl)-WIlI Rll)l!I)420(),~ Ihrs)r1f
34.5 Force Maieure. The performance by either party hereunder will be excused to the extent
of circumstances beyond such party's reasonable control, such as acts of God, including but
not limited to flood, tornado, earthquake, fire, or other natural disaster, as well as epidemic,
war, civil disturbance, sabotage, acts of terrorism or other criminal acts, material destruction of
facilities, and failures in electricity, heat, air, or telecommunications equipment. In such event,
the parties will use their best efforts to resume performance as soon as reasonably possible
under the circumstances causing the party's failure to perform.
34.6 Compliance with Law. Each party will comply with all applicable laws, rules, and
regulations for each jurisdiction in which services are provided pursuant to this Agreement.
Notwithstanding the foregoing, COUNTY acknowledges that CONTRACTOR has no
responsibility to advise COUNTY regarding COUNTY's compliance with any applicable law,
statutes, rules or regulations relating to the services provided hereunder. Furthermore,
CONTRACTOR makes no representation or warranty that COUNTY's benefit plan design is in
compliance with applicable law. COUNTY retains complete discretionary, binding and final
authority to construe the terms of its health plan, to interpret ambiguous plan language, to make
factual determinations regarding the payment of claims or provisions of benefits, to review
denied claims, and to resolve Member complaints. Each party will cooperate with reasonable
requests by the other party for information that the requesting party may need for its
compliance with applicable laws, rules, and/or regulations. COUNTY represents it has no
Members residing in Maine and will promptly notify CONTRACTOR if and when it learns of any.
If a change in applicable law imposes a material financial, legal, or operational burden on
CONTRACTOR's performance of services hereunder, CONTRACTOR will propose and
forward to COUNTY an amendment to address such material burden. The amendment will
become effective on the date stipulated, unless prior to the indicated effective date a written
objection from COUNTY is received by CONTRACTOR. If COUNTY objects to an amendment,
the amendment may not go into effect; provided, however, that CONTRACTOR, in its sole
discretion, may terminate this Agreement within 30 days of its receipt of COUNTY's written
objection (notwithstanding Section 6 of this Agreement).
34.7 No Third-Party Beneficiaries. No proviSion of this Agreement is intended to create or may
be construed to create any third-party beneficiary rights in any person, including, but not
limited to, any provider or Member.
34.8 Disclosure of Relationships. COUNTY acknowledges that CONTRACTOR has business
relationships with certain manufacturers to develop products and services, such as clinical
initiatives, disease management programs and general population research studies. COUNTY
further acknowledges that from time to time, CONTRACTOR may receive grants or funding
from manufacturers to help offset the costs associated with certain services including, but not
limited to, non-product specific disease descriptions, patient and physician education materials
and treatment information. CONTRACTOR may also receive funding from manufacturers to
help support clinical residency programs that may be under the auspices of an educational
institution and in accordance with CONTRACTOR's approved residency guidelines. COUNTY
acknowledges that CONTRACTOR's business relationships with manufacturers. as described
above, are not directly related to Members. In the event such business relationships are
deemed related to or associated with Members, COUNTY agrees that such relationships and
any funding derived therefrom are not considered Rebates under the terms of this Agreement.
1\\
M<Jnl'Oe C,U,)(V- \y HIIC 1I<)li.f211f1~ I h,', i 111
IN W'JNESS WHl=klC::f)F, the parties hereto have caused these presents to be executed on the
1'14 - day of S Q..ft., 200~
(SEAL)
Attest: DANNY L. KOLHAGE,
CLERK OF MONROE COUNTY,
FLORIDA~c-_
BY.sJ-,~~ly~
(CORPORATE Se:AL)
ArrEST:
By
~a=COJNTY~
~~~-
By
Mayor/Chairman
WALGREENS HEALTH INITIATIVES, INC.
~~
> -
Printed Nam~rf(
Title: ----:VI? ,0&11 ~~~ 5
MONROE COUNTY ATTORNEY
A~~r~M:
Y fA.
ASSISTANT COUNTY ATTORNEY
Date CO ~ ~O . ;N) 01
Monroe County-WHI REDR2 09032008 (brs).rtf
19
e
f
EXHIBIT A
SCOPE OF SERVICES
1. Services. CONTRACTOR will provide the prescription benefit management services
described in this Agreement and/or as otherwise mutually agreed to by the parties in writing,
including, but not necessarily limited to, general support and consultative services regarding
pharmacy benefit design ahd implementation, formulary management, administrative and claims
processing services, standard reporting packages, marketing, quality management and
utilization management functions. In addition, CONTRACTOR may develop and implement
certain additional clinical intervention programs that may be desired by COUNTY, subject to
terms and conditions to be agreed in writing between the parties. Notwithstanding the foregoing
or any termination rights set forth in this Agreement, CONTRACTOR may immediately terminate
or refrain from implementing any formulary management or other clinical program services in
any geographic area (in their entirety or for specific drugs only) if, in CONTRACTOR's sole
determination, the implementation or continued provision of such services is or may be in
violation of applicable laws, rules, or regulations governing the practice of pharmacy or
prescription benefits management, or may otherwise present an issue related to the practice of
pharmacy or prescriptions benefits management.
2. Introductory Materials. CONTRACTOR will provide its standard CONTRACTOR
identification card and introductory materials for issuance to Members. Upon COUNTY's
request and mutual written consent of the parties, CONTRACTOR will provide customized
identification cards and/or introductory materials for a mutually agreeable fee, prior to providing
such cards and/or materials.
3. Dispensing Services. CONTRACTOR will provide to each Participating Pharmacy or the
Participating Mail Service Pharmacy via the Online Adjudication System at the time of
dispensing all information necessary (as specified in Section 2.5) for such Participating
Pharmacy or for the Participating Mail Service Pharmacy to provide prescription services to
Members upon the following terms and conditions:
(a) Upon presentation by a Member or his/her agent of the identification card, receipt
of appropriate prescriptions, and any required copayment, the Participating Pharmacy or
Participating Mail Service Pharmacy will compound and dispense all qualified
prescriptions and covered drugs pursuant to the pharmacy benefit information provided
by COUNTY to CONTRACTOR and communicated by CONTRACTOR to such
Participating Pharmacy or Participating Mail Service Pharmacy via the Online
Adjudication System at the time of dispensing, subject to legal restrictions and
professional ethics and professional judgment.
(b) The Participating Pharmacy will collect any applicable copayment or deductible
amount from each Member for each covered prescription, as indicated by the Online
Adjudication System at the time of dispensing, except when the Participating Pharmacy's
usual retail charge for the prescription is less than the copayment. In these cases, the
Participating Pharmacy will collect the usual retail charge in lieu of the copayment. In the
case of mail order prescription services, each Member must transmit with the order to the
Participating Mail Service Pharmacy the applicable copayment fee for each prescription
or refill covered by this Agreement.
(c) The Participating Pharmacy and/or Participating Mail Service Pharmacy may
withhold prescription services to a Member for good cause, including, but not necessarily
limited to, COUNTY's nonpayment of prescription services provided to Members; the
Member's failure to pay for services rendered (e.g., copayment); requests by Member for
quantities of drugs in excess of prescribed am0unts or refill limitations pursuant to the
Monroc (\llmrv.WHf R~ ()q()4~1)()~ Ih[';) lif
.:'u
pharmacy benefit information; or where, in the professional jUdgment of the dispensing
pharmacist. the prescription should not be filled.
(d) The Participating Pharmacy and/or Participating Mail Service Pharmacy will
attempt to dispense generic drugs in lieu of prescribed brand name drugs if commercially
available and consistent with the dispensing pharmacist's professional judgment and
state and federal law.
(e) Mail order prescriptions will be sent to Members from the Participating Mail
Service Pharmacy via United Parcel Service, United States Postal Service, or any other
method the Participating Mail Service Pharmacy may select. Risk of loss or damage to
covered drugs provided hereunder is on the Participating Mail Service Pharmacy until
such prescription drugs have been delivered to Member. The cost of shipping will be
borne by the Participating Mail Service Pharmacy, except for the following costs: (i)
COUNTY will pay for any increased shipping costs occurring after the effective date of
this Agreement as a result of rate increases by the United States Postal Service or private
mail package handlers; and (ii) Members will pay, or reimburse Participating Mail Service
Pharmacy, as applicable, for all additional expenses due to expedited delivery requested
by Member.
4. Member Materials. CONTRACTOR is responsible for reasonable costs associated with
its development and printing of standard marketing materials that CONTRACTOR agrees to
provide to COUNTY in connection with this Agreement; provided, however, that all costs
associated with the distribution of such materials to Members are the sole responsibility of
COUNTY.
5. Network Chanaes/Audits.
(a) CONTRACTOR may add or terminate Participating Pharmacies to or from its
network in CONTRACTOR's sole discretion.
(b) CONTRACTOR, in its sole discretion, may audit Participating Pharmacies for
compliance with their contracts with CONTRACTOR. Selection of Participating
Pharmacies for this type of audit and the method of audit will be determined solely by
CONTRACTOR. At CONTRACTOR's sole discretion, CONTRACTOR may perform the
audit or select an outside firm to perform the audit on CONTRACTOR's behalf. Any
identified overpayments made to a Participating Pharmacy attributable to COUNTY's
claims will be offset against future COUNTY invoice payments; if offset is not available,
then COUNTY's portion of any overpayment recovered from the Participating Pharmacy
will be remitted to COUNTY. CONTRACTOR may retain 20% of all recovered
overpayments detected during an audit, except to the extent the overpayments result
from CONTRACTOR's negligence.
'.1Im!'I'" ('.Qll1ly.WHf R2 1)'I()421)(j8Ifw,).r1r
21
EXHIBIT B
PAYMENT SCHEDULE
I. RATES FOR SERVICES. The rates set forth in this Article I apply for dispensing and
administrative services provided hereunder. Relevant definitions are listed in Article Ill,
below.
A. RATES FOR CLAIMS BY PARTICIPATING PHARMACIES FOR 1-30 DAYS'
SUPPL Y: For each retail pharmacy prescription or refill covered by this Agreement for
1-30 days' supply, COUNTY will pay CONTRACTOR at the rates set forth in this
Section LA., reduced by the applicable copayment fee received:
1. Brand Name Drugs: the lower of (a) AWP - 15% plus a dispensing fee of $1.95; or
(b) the dispensing Participating Pharmacy's usual retail charge.
2. Generic Drugs: the lowest of (a) AWP - 15.25% plus a dispensing fee of $1.95;
(b) as applicable, the MAC plus a dispensing fee of $1.95; or (c) the dispensing
Participating Pharmacy's usual retail charge.
3. Notwithstanding the rates set forth in Paragraphs 1 and 2 of this Section I.A., and
for plans requiring Member copayments only, if the total of the discounted AWP or
MAC, when applicable, plus the dispensing fee is less than the Member
copayment fee, Participating Pharmacy will receive, at a minimum, the lower of the
Member copayment fee or the dispensing Participating Pharmacy's usual retail
charge.
B. RATES FOR CLAIMS BY ADVANTAGE90@ PARTICIPATING PHARMACIES FOR 84
OR GREATER DAYS' SUPPLY: For each retail pharmacy prescription or refill
covered by this Agreement and dispensed at an Advantage90@ Participating Pharmacy
for 84 or greater days' supply, COUNTY will pay CONTRACTOR at the rates set forth
in this Section LB., reduced by the applicable copayment fee received:
1. Brand Name Drugs: the lower of (a) AWP -19% plus a dispensing fee of $0.75; or
(b) the dispensing Participating Pharmacy's usual retail charge.
2. Generic Drugs: the lowest of (a) AWP - 50% plus a dispensing fee of $0.75; (b) as
applicable, the MAC plus a dispensing fee of $0.75; or (c) the dispensing
Participating Pharmacy's usual retail charge.
3. Notwithstanding the rates set forth in Paragraphs 1 and 2 of this Section LB.
("Advantage90~) Rates"), and for plans requiring Member copayments only, if the
Advantage90@Rate is less than the Member copayment fee, Participating
Pharmacy wiIJ receive as reimbursement, at a minimum, the lower of the Member
copayment fee or the dispensing Participating Pharmacy's usual retail charge.
Notwithstanding the foregoing, however, the Advantage90@ Rates are subject to a
minimum reimbursement to each Participating Pharmacy of $14.99 for each
prescription dispensed. This minimum reimbursement amount will be satisfied
from the Member copayment, unless such copayment is less than $14.99, in which
case COUNTY will be billed and will pay the difference between the copayment
and $14.99.
C. RATES FOR CLAIMS BY PARTICIPATING MAIL SERVICE PHARMACY: Foreach
mail service pharmacy prescription or refill covered by this Agreement, COUNTY will
,\10IlrOC CnlJIllv-WIIl 1<2 11')().j~I)(J~ (""In(
n
pay CONTRACTOR at the rates set forth in this Section I.C., reduced by the applicable
copayment fee received:
1. Brand Name Drugs: AWP - 22% plus a dispensing fee of $0.00.
2. Generic Drugs: AWP - 55% plus a dispensing fee of $0.00.
3. Notwithstanding the rates set forth in Paragraphs 1 and 2 of this Section I.C., and
for plans requiring Member copayments only, if the total of the discounted AWP
plus the dispensing fee is less than the Member copayment fee, Participating Mail
Service Pharmacy will receive, at a minimum, the required Member copayment
fee.
D . ADMINISTRATIVE AND ANCILLARY FEES.
1. ANCILLARY FEES. If requested by COUNTY, CONTRACTOR will proVide the
following additional services in the table below at the fees indicated, provided that
such fees are subject to change at any time after the Initial Term:
SERVICE BILLABLE AMOUNT
Reports
Ad Hoc per report $100 per hour, $500.00
minimum
Customized reports $100 per hour, $500.00
minimum
WHI generated queries $100 per hour, $500.00
minimum
Litigation Summaries $250 per report
10 Cards
10 cards (2 cards) with letter carriers with WHI formulary $1.30 each
Re-Issuance: 10 Card and other member materials
10 cards (2 cards) with replacement letter carrier $0.80 each
Postage & handling
. Per member: USPS mail (initial and maintenance) $1 . 1 0 each
Claim management
Manually submitted paper claims (includes electronically $2.00 each
or manually submitted subrogated and direct member
reimbursement claims), per submitted claim
Prior Authorizations, per authorization $1.00 each
Manual Eligibility Updates, per update $0.75 each
Claim Invoice Detail Report Options
Customer Billing Transmission (CBT) - unless via FTP $125.00 per transmission
Paper Claims Invoice Detail Report $0.00
Member communication
Customized letters to members, includes postage $1.50 each
HIPM related correspondence, per request, per member, $1.50 each
includes postage
Annual Summary of Benefits setup fee (at initial startup of $25000
each requested ASS)
. Annual Summary of Benefits, per letter, includes $1.50 each
postage
. Annual Summary of Benefits, bulk ship to one address $0.85 per letter
Explanation of Benefits (EOS) compiling, summary, and $1 50 each
\!'1ilr<le (',11111', WillIe 1)')(ii2111).\ ,h"in!'
2J
oostaoe
On-Line Access
. Management Reports- per user 10 per month (one 10 $50.00 per 10 per month
at no charae)
. PBS access- per user 10 per month (one 10 at no $50.00 per 10 per month
charge for client of 500-5,000 lives, two IDs at no
charge for client >5,000 lives)
. Query tool- standard query tool- per user 10 per month $50.00 per 10 per month
(one 10 at no charae)
. 2nd set of Management Reports (paper copy). This $100/month
$100.00 fee also applies if a Plan wants online report
access AND paper copies.
Account Management Activities (non-pharmacist)
Health fair- one CONTRACTOR staff member for $0.00 (no charge)
COUNTY >5,000 lives (2 free days)
Health fair- per additional CONTRACTOR staff member $500 + travel expenses
and/or added dav of attendance for COUNTY >5,000 lives
Open enrollment meeting- one CONTRACTOR staff $0.00 (no charge)
member for COUNTY >5,000 lives (2 free days)
Open enrollment meeting- per additional CONTRACTOR $500 + travel expenses
staff member and/or added day of attendance for
COUNTY >5,000 lives
Less than 5,000 life groups, health fairs or open $500 + travel expenses
enrollment meetings (one CONTRACTOR staff member,
two free davs do not aooly)
Clinical Programs
Medication Management See Article VII
Any other additional services may incur additional charges. CONTRACTOR is not
required to supply any additional reports or information unless and until it has been
agreed to in writing by both parties.
E. PAYMENTS TO PHARMACIES. COUNTY acknowledges that CONTRACTOR has
contracts with Participating Pharmacies and Participating Mail Service Pharmacy for the
provision of, and payment for, prescription drug services provided to Members pursuant
to this Agreement at agreed upon reimbursement rates. COUNTY further
acknowledges that in certain circumstances there may be a differential between
payments made to such pharmacies for prescription drug services provided to Members
and the payments received by CONTRACTOR from the applicable client based upon
negotiated pharmacy reimbursement rates.
F. PRICING METHODOLOGY. If the pricing methodology used by CONTRACTOR or
any of its vendors, including its AWP pricing source vendor, changes in a manner that
is reasonably likely to cause a material adverse financial effect on either party, the
affected party(ies) will request, and both parties will engage in, good faith
renegotiations of the financial terms of this Agreement toward the goal of restoring the
parties' relative economic positions prior to the changed pricing methodology. If such
negotiations do not yield a binding agreement between the parties within 90 days of
initiation thereof, CONTRACTOR may, upon notice to COUNTY, unilaterally establish
revised pricing terms reasonably calculated to meet the above stated objective, and
such revised terms will be binding upon both parties.
II. SPECIALTY PHARMACY DRUGS. COUNTY acknowledges that certain drugs available
on the market will not be subject to the rates set forth in Article I, above, due to reasons
such as, but not limited to, nonstandard administration, necessity for case management,
~-I
MOllroe C'UIl(v.WHI R~ ()<J1)42n(l,~ Om) 111'
Iirnited availability, unique shipping or handling requirements, and specialized
manufacturer process and/or purchase arrangements. Such drugs are referred to herein
as "Specialty Pharmacy Drugs." Examples of Specialty Pharmacy Drugs include
biotechnology drugs and certain compounds. The rates for the dispensing of any Specialty
Pharmacy Drugs will be as set forth below in this Article II, assuming no more than a 30-
day supply, or as otherwise agreed in writing between the parties. COUNTY further
acknowledges that the dispensing of Specialty Pharmacy Drugs may be limited to the
Participating Mail Service Pharmacy, other subcontracted mail service provider, or certain
Participating Pharmacies only. To the extent CONTRACTOR is required to enter into a
unique arrangement with a pharmacy for the dispensing of certain Specialty Pharmacy
Drugs due to reasons such as, but not necessarily limited to, limited distribution or days'
supply availability, COUNTY will pay CONTRACTOR at the then current rates at which
CONTRACTOR pays the dispensing pharmacy. For all Specialty Pharmacy Drugs,
COUNTY will pay CONTRACTOR at the following rates, reduced by the applicable
copayment fee received:
A. Retail: the rates set forth in Section I.A., above.
B. Mail: the rates set forth in Section LA., above, provided that there is no "usual retail
charge" comparison at mail.
Notwithstanding the foregoing, if the rate set forth in this Article II is less than the Member
co payment fee, CONTRACTOR will receive as reimbursement, at a minimum, the lower of
the Member copayment fee or the dispensing pharmacy's usual retail charge.
III. DEFINITIONS: As used in this Agreement. "Average Wholesale Price" or "AWP" means
the price defined and distributed by a nationally recognized AWP pricing source, selected
by CONTRACTOR in CONTRACTOR's sole discretion, for each drug in the database.
This price is based on the 11-digit NDC number (or such other industry-standard identifier
as may be communicated by CONTRACTOR to COUNTY) submitted for the dispensed
rnedication. Such AWPs will be updated in the claims processing system within one week
of CONTRACTOR's receipt from its pricing source.
As used in this Agreement, "Maximum Allowable Cost List" or "MAC List" means
CONTRACTOR's proprietary list of generic drugs and their associated prices at which
COUNTY will pay CONTRACTOR for dispensing services provided by Participating
Pharmacies and the Participating Mail Service Pharmacy hereunder. The MAC List is
subject to periOdic review and modification by CONTRACTOR.
IV. MULTI-SOURCE PRODUCTS. The dispensing Participating Pharmacy and the
Participating Mail Service Pharmacy will dispense multi-source products using the
inventory customarily maintained; the terms of reimbursement and the dispensing by the
Participating Pharmacy or the Participating Mail Service Pharmacy of such multi-source
products may not be restricted by formulary or any list of covered drugs which identifies
multi-source drugs by the manufacturer.
V. TAXES. To the extent permitted by law, or if the COUNTY cannot demonstrate its
exemption from applicable taxes, COUNTY is solely responsible for payment of any
wholesale distributor tax or any other excise or value added tax or governmentally
instituted imposition however styled if based upon purchases at wholesale or prescriptions
dispensed associated with the provision of prescription services by Participating Pharmacy
or Participating Mail Service Pharmacy in connection with this Agreement. COUNTY also
will reimburse Participating Pharmacy or Participating Mail Service Pharmacy any
applicable federal, state or local sales tax liability or liability for governmental impositions
based upon the sales of prescriptions dispensed or goods and services provided by
25
M'HJmt: C"llllly- \VH I R2 11')04200;{ I hrS)11t'
Participating Pharmacy or Participating Mail Service Pharmacy to COUNTY or Members.
For the purposes of this Agreement the term "tax>> includes any sales tax, imposition,
assessment, excise tax or other government levied amount based on Participating
Pharmacy or Participating Mail Service Pharmacy's retail sales of prescriptions to
Members either on gross revenues or by transaction, whether such tax is designated a
sales tax, gross receipts tax, retail occupation tax, value added tax, health care provider
tax, transaction privilege tax, assessment, pharmacy user fee, or charge otherwise titled or
styled. It includes any tax in existence or hereafter created whether or not the bearer of
the tax is the retailer or consumer.
VI. REBATES.
A. PA YMENT AMOUNT. In connection with and subject to the terms and conditions of
Section 2.7 of the main body of the Agreement regarding Rebates, CONTRACTOR will
make payments to COUNTY on a per net paid claim basis ("CONTRACTOR
Payments") based on the services provided under this Agreement, regardless of the
amount of Rebates received by CONTRACTOR. CONTRACTOR will make such
CONTRACTOR Payments in the amount of $2.30 per net paid retail claim, $5.00 per
net paid Advantage 90 claim, and $6.00 per net paid mail claim, according to the
payment terms set forth below.
B. PAYMENT TERMS. CONTRACTOR Payments will be made approximately nine
months after the end of the calendar quarter (or portion thereof, when applicable) in
which Rebates accrued hereunder. CONTRACTOR Payments will be made via check
or other mutually agreeable method.
VII. MEDICATION MANAGEMENT PROGRAM
A. COUNTY desires that CONTRACTOR provide a medication management program that
is consistent with the prior authorization requirements under the benefit design
COUNTY currently offers to Members ("Medication Management Program"). The
Medication Management Program is designed to promote appropriate utilization of
potentially expensive, misprescribed and/or abused medications based upon generally
accepted current pharmacy practices. Accordingly, pursuant to COUNTY's direction,
commencing October 1, 2008, and continuing for a mutually agreeable time period,
CONTRACTOR will implement the Medication Management Program on COUNTY's
behalf and in accordance with the Protocols, criteria, forms, and related documents
approved by COUNTY ("Approved Protocols"). The Approved Protocols are hereby
incorporated into this Agreement.
B. Upon presentation by a Member of a prescription that requires prior authorization
pursuant to the Medication Management Program, CONTRACTOR will attempt (at
least two times within a 16 business hour period) to have the Member's prescriber
respond to questions specific to the prescription presented ("Physician Form").
Completed Physician Forms will be reviewed by CONTRACTOR's pharmacist and
compared to the Approved Protocols for the applicable medication category. Based
upon the results, COUNTY hereby directs CONTRACTOR's pharmacists either to
authorize or deny the dispensing of the medication and CONTRACTOR will notify the
Member accordingly. CONTRACTOR will charge COUNTY $40.00 for each claim
reviewed under the Medication Management Program. A Medication Management
Program review will be deemed to have occurred whenever CONTRACTOR has
attempted (at least two times within a 16 business hour period) to have the Member's
prescriber complete the applicable Physician Form. If after two attempts
CONTRACTOR is unable to obtain a completed Physician Form from the Member's
prescriber, COUNTY directs CONTRACTOR's pharmacists to deny the dispensing of
Monro" C"unlv-Wllt R2 ')'JI)j11;'i.~ dW"1 nt
26
the medication and to notify the Member accordingly.
C. CONTRACTOR or CONTRACTOR's designee will bill COUNTY monthly for the
Medication Management Program and COUNTY will pay CONTRACTOR following
CONTRACTOR's issuance of each invoice in accordance with the Florida Local
Government Prompt Payment Act.
D. It is expressly understood that COUNTY is solely responsible for construing the terms
and conditions of its I'\ealth benefit plan and the selection of medications that are part
of the Medication Management Program. Further, COUNTY retains complete
discretionary and final authority to make all determinations regarding its health benefit
plan and prior authorization requests that are part of the Medication Management
Program, including, without limitation: (i) payment of claims; (ii) provision of benefits;
(Hi) review and/or denial of prior authorization claims or requests by Members; and (iv)
resolution of Member complaints, including the establishment of an appeal and/or
grievance process. COUNTY will comply with all Federal and State laws, rules, and
regulations regarding the denial of benefits.
;\!nnroc C'Unl\-~\ IJI R2 1)')()42IJlix Ihr.;) rtf
17
-,