1st & 2nd Amendment 09/17/2003clerkofrne
Circuit Court Danny L. Kolhage
Phone: 305 - 292 -3550 Fax: 305- 295 -3663
M awraid=
To: James Roberts,
County Administrator
Attn: Maria Z. Fernandez, Administrator
Group Insurance
From: Isabel C. DeSantis, -
Deputy Clerk
Date: Monday, December 15, 2003
The following item was approved by the Board:
September 17, 2003:
Amendment No. 1 and Amendment No.2 to Prescription Service Agreement
between Monroe County and Walgreens Health Initiatives (WHP) through the Keys
Physician - Hospital Alliance (KPHA) effective October 1, 2003 through September 30,
2004.
Enclosed please find a duplicate original of the subject document for your
handling.
Copies: Finance
County Attorney
File ✓
TO: Isabelle DeSantis, Office of Clerk of Courts
FROM: Maria Z. Fernandez, Group Insurance Admin
DATE: December 10, 2003
RE: WHP Health Initiatives, Inc. Contract Renewal
At the Monroe County BOCC meeting of September 17, 2003 the attached
WHP Health Initiatives, Inc. contract renewal was approved.
Please send me a copy upon execution for my records and for mailing to
WHP Health Initiatives, Inc.
If you have any questions, please call me at Ext. 4448. Thanks.
C�
AMENDMENT NO. 1 TO PRESCRIPTION SERVICE AGREEMENT
This Amendment No. 1 is entered into by and between Lower Florida Keys Physician/Hospital
Organization, Inc., a Florida not for profit corporation doing business as Keys Physician - Hospital Alliance
( "KPHA ") and WHP Health Initiatives, Inc., d/b /a Walgreens Health Initiatives ( "WHP ").
WHEREAS, KPHA and WHP are parties to that certain Prescription Service Agreement (the
"Agreement "), effective as of October 1, 2002, which is incorporated herein by reference and made a part
hereof; and
WHEREAS, the Board of County Commissioners of Monroe County, Florida ( "Plan ") has agreed to
adopt and join the Agreement as evidenced by the Pharmacy Services Joinder Agreement dated October 1,
2002; and
WHEREAS, the parties desire to amend certain of the terms of the Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, KPHA
and WHP agree as follows:
Effective July 1, 2003, the following is added as a new Article IV of Attachment A:
II. SPECIALTY PHARMACY DRUGS. KPHA 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, limited 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 IV or as otherwise agreed in writing between the parties.
KPHA 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.
For all Specialty Pharmacy Drugs except those set forth below, if any:
A. Retail:
1. Brand: 85% of the Average Wholesale Price of the dispensed medication plus a dispensing fee of
$2.25.
2. Generic: 85% of the Average Wholesale Price of the dispensed medication plus a dispensing fee
of $2.50
B. Mail:
1. Brand: 85% of the Average Wholesale Price of the dispensed medication plus a dispensing fee of
$2.25.
Am- KPHA.063.mm
2. Generic: 85% of the Average Wholesale Price of the dispensed medication plus a dispensing fee
of $2.50.
C. Exceptions to rates set forth above:
1. Cerezyme and Ceredase:
a. Brand: the Average Wholesale Price of the dispensed medication plus a dispensing fee of
$2.25.
b. Generic: the Average Wholesale Price of the dispensed medication plus a dispensing fee of
$2.50.
Notwithstanding the foregoing, if the rate set forth in this Article IV is less than the Member copayment
fee, WHP will receive as reimbursement, at a minimum, the lesser of the Member copayment fee or the
dispensing pharmacy's usual retail charge.
2. In all other respects, the Agreement and all of the applicable terms, covenants and conditions
contained therein will remain unchanged and will continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the day and year
last written below.
KEYS PHYSICIAN - HOSPITAL
ORGANIZATION, INC. d/b /a KEYS
PHYSICIAN - HOSPITAL ALLIANCE
BY: �Tef�/JGrJ ra/i�s
TITLE:
DATE: 1 a 16 9
BOARD OF COUNTY COMMISSIOHEP S
MONRO��'GY, %DA
By:
WHP HEALTH INITIATIVES, INC.
BY: &
jq(tf ?sode/1�
4
DATE u
L �3
(Seal 'r
Attest: Ddriny L. Kolhage, Clerk
BY: MILJ C .
Deputy Clerk
MONROE COUNTY ATTORNEY
AP "RuVcD AS T RM
SU' A�iN A. L FTON
SStSTAN C Y TTORNEY
Date
Am- KPHA.063.mm
2, � t o
r�
2 r�il
AMENDMENT NO.2 TO PRESCRIPTION SERVICE AGREEMENT
This Amendment No. 2 is entered into by and between Lower Florida Keys Physician/Hospital
Organization, Inc., a Florida not for profit corporation doing business as Keys Physician - Hospital Alliance
( "KPHA ") and WHP Health Initiatives, Inc., d/b /a Walgreens Health Initiatives ( "WHP ").
WHEREAS, KPHA and WHP are parties to that certain Prescription Service Agreement (the
"Agreement "), effective as of October 1, 2002, which is incorporated herein by reference and made a part
hereof;
WHEREAS, the Board of County Commissioners of Monroe County, Florida ( "Plan ") has agreed to
adopt and join the Agreement as evidenced by the Pharmacy Services Joinder Agreement dated October 1,
2002; and
WHEREAS, the parties desire to amend certain of the terms of the Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, KPHA,
Plan and WHP agree as follows:
1. Effective October 1, 2003, Section 1.2 of the Agreement is deleted in its entirety and replaced with
the following:
1.2 "Averase Wholesale Price" shall refer to the price defined and distributed by First Data Bank for
each drug in the database. This price is based on the 11 -digit NDC number submitted for the
dispensed medication. Such AWP prices will be updated in the claims processing system on at least a
weekly basis to reflect current AWP pricing.
2. Effective October 1, 2003, Section 1.9 of the Agreement is deleted in its entirety and replaced with
the following:
1.9 "MAC List" means WHP's list of generic drugs and their associated prices at which KPHA will pay
WHP 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 WHP.
3. Effective October 1, 2003, Article II of Attachment A is deleted in its entirety and replaced with the
following:
II. Incentives and Rebate Guarantees
A. Both Plan and KHPA hereby appoint WHP as their exclusive agent, and certifies that WHP is
authorized to act on their behalf, for the purpose of negotiating and arranging, either directly or
indirectly, incentive opportunities in connection with prescription drugs dispensed to Members under this
Agreement. Accordingly, both Plan and KHPA acknowledge that WHP may receive rebates or other
incentive payments from certain drug manufacturers or others, either directly or indirectly, in connection
with prescription drugs dispensed hereunder.
B. In the event that the development and implementation of any such incentive program requires either
Plan or KHPA to execute any documents in addition to this Agreement, Plan and KHPA agree to
Am- kpha.091mm
cooperate fully with WHP in the execution thereof. Both Plan and KHPA warrant and represent that
neither party has a direct or indirect arrangement, either oral or written, with any drug manufacturers or
others for incentives based upon prescription drugs dispensed to Members. Neither Plan nor KHPA
may, during the term of this Agreement, either directly or indirectly, negotiate, arrange, or contract with
any drug manufacturer or other entity for incentives on prescription drugs.
C. In connection with and subject to the terms and conditions of this Attachment A and Section 2.4(c).
of the main body of the Agreement, WHP will make payments to the respective Plan on a per paid
prescription claim basis ( "WHP Payment ") based on the services provided under this Agreement,
regardless of the amount of Manufacturer Incentives received by WHP. WHP will make such WHP
Payments in the amount of $1.80, with the initial WHP Payment to be made approximately nine (9)
months after the end of the first quarter (or portion thereof) of services provided hereunder, with
subsequent WHP Payments to be made quarterly thereafter. Both Plan and KHPA acknowledge that the
amount of WHP Payments described herein is based upon the value of incentives WHP expects to
receive as a result of Plan's adoption and use of WHP's formulary. In accordance therewith, either Plan
or KHPA will notify WHP in writing of any changes to the formulary and WHP will implement any such
changes approximately 30 days following WHP's receipt of such written notification; provided,
however, that to the extent WHP determines, in WHP's sole discretion, that any such changes may
adversely impact the value of incentives WHP is likely to receive hereunder, WHP will initiate
renegotiations with KHPA of the WHP Payment amount. Furthermore, in the event of any design
changes that materially impact any Manufacturer Incentives WHP receives hereunder, the parties agree
to negotiate in good faith any applicable changes to the WHP Payment due hereunder. Notwithstanding
anything to the contrary elsewhere in this Agreement, if no agreement can be reached within thirty (30)
days, the WHP Payments will cease accruing effective thirty (30) days following WHP's receipt of
written notification of the formulary change.
D. Notwithstanding the foregoing, and in addition to any other remedies to which WHP may be entitled,
WHP will cease forwarding to Plan any and all amounts described in Paragraph C above immediately
upon the occurrence of any of the following:
(1) breach by either Plan or KHPA of any their obligations set forth in this Agreement;
(2) receipt by WHP of notice from KHPA that Plan intends to terminate this Agreement in its
entirety or any portion thereof which in WHP's sole discretion may adversely impact the value of
incentives WHP receives hereunder; or
(3) WHP's exercise of its right to terminate any clinical program services under Section 9.4. of
this Agreement if, in WHP's sole discretion, such termination, may adversely impact the value of
incentives WHP receives hereunder.
E. KPHA represents that to the extent any Plan's funding for the provision of prescription services to
their Members is received from Medicaid, Medicare, or any other state or federal health care program,
such funding is in accordance with the risk or capitation contract provisions of the Social Security Act or
comparable state health care programs. In the event circumstances arise in which either Members' drug
utilization is required to be reported for Manufacturer Incentives purposes by an entity other than WHP or
Members' prescription claims are to be filed for reimbursement with Medicaid, Medicare, or any other
state or federal health care program, said Plan or KPHA will immediately notify WHP, clearly identifying
all involved Members. KPHA and Plan agree that to the extent WHI has received any Manufacturer
Incentives improperly as a result of KPHA's or said Plan's failure to provide such notice, KPHA and Plan
will pay WHP, upon request, the full amount of any Manufacturer Incentives to be refunded and any
penalties resulting therefrom.
Am- kpha.093.mm
4. In all other respects, the Agreement and all of the applicable terms, covenants and conditions
contained therein will remain unchanged and will continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the day and year
last written below.
KEYS PHYSICIAN - HOSPITAL
ORGANIZATION, INC. d/b /a KEYS
PHYSICIAN - HOSPITAL ALLIANCE
M.
TITLE: = DATE: /D
I" e
BOARD OF COUNTY COMMISSIONERS
MONROE 0UNT ,FLORIDA
., t1 /
By: .L is
WHP HEALTH INITIATIVES, INC.
W( BY:
TIT
DA'
(seal)
Attest: Dan_ny� L. Q Kolhage, Clerk
By:
Deputy Clerk
MONROE CCUNTY ATTORNEY
COVED �ST F M :
StJZANNE A. 1i TTON
+aSISTAWT C �1 ORNEY
Am- kpha.093.mm