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ADMINISTRATIVE SERVICES AGREEMENT
<br />THIS ADMINISTRATIVE SERVICES AGREEMENT, dated effective as of 12:01 a.m. local time in
<br />Birmingham, Alabama on May 1, 2018 ("Effective Date % is made and entered by and between RxBenefits, Inc., an
<br />Alabama corporation ("Administrator'), and Indian River County Board of County Commissioners ("Client").
<br />Administrator and Client are sometimes referred to herein individually as a "Parte" and collectively as the "Parties."
<br />Recitals
<br />A. Client has indicated a desire to enter into a contractual relationship with Administrator in order to
<br />procure the administration of prescription drug benefits to Client's Members (defined below) by Client's execution of
<br />this Agreement (defined below), including without limitation -the Client application attached to this Agreement and
<br />incorporated herein by reference as Exhibit A (the "Client Application");
<br />B. Administrator desires to administer the prescription drug benefits specified in Client's Plan
<br />described herein in a ministerial capacity, subject to all the terms and conditions thereof, and
<br />C. Administrator has entered into an agreement with an independent, third -party pharmacy benefit
<br />manager, Express Scripts, Inc. (hereinafter referred to as "PBM" or "ESI"), for the purpose of being able to provide a
<br />network of pharmacies and related pharmacy benefit management programs and services for utilization by Client and
<br />its Members as administered through Administrator working in conjunction with Client, all as more fully provided for
<br />in this Agreement.
<br />Agreement
<br />NOW, THEREFORE in consideration of the mutual covenants, duties and obligations made by the Parties
<br />herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
<br />Parties, intending to be legally bound, hereby agree as follows:
<br />ARTICLE I — CERTAIN DEFINITIONS
<br />A. The initially capitalized terms below in this Section A of Article I shall have the following meanings when
<br />used in this Agreement. In addition, there are other initially capitalized terms that are defined in other parts
<br />of this Agreement and such terms shall have the meanings ascribed to them in such other parts of this
<br />Agreement whenever they are used in this Agreement.
<br />"Agreement' means this Administrative Services Agreement between Administrator and Client, the Client
<br />Application and all other exhibits, supplements, amendments, addenda and/or schedules to this
<br />Administrative Services Agreement.
<br />"Ancillary Supplies, Eguinment, and Services" or "ASES" means ancillary supplies, equipment, and services
<br />provided or coordinated by EST Specialty Pharmacy in connection with ESI Specialty Pharmacy's dispensing
<br />of Specialty Products. ASES may include all or some of the following: telephonic and/or in-person training,
<br />nursinglclinical services, in-home infusion and related support, patient monitoring, medication pumps,
<br />tubing, syringes, gauze pads, sharps containers, lancets, test strips, other supplies, and durable medical
<br />equipment. The aforementioned list is illustrative only (not exhaustive) and may include other supplies,
<br />equipment, and services based on the patient's needs, prescriber instructions, payer requirements, and/or the
<br />Specialty Product manufacturer's requirements.
<br />"Average Wholesale Price" or "AWP" means the average wholesale price of a prescription drug as identified
<br />by drug pricing services such as Medi -Span or other source recognized in the retail prescription drug industry
<br />selected by ESI (the "Pricing_ Source'). The applicable AWP shall be the 11 -digit NDC for the product on
<br />the date dispensed, and for prescriptions filled in Participating Pharmacies, Mail Service Pharmacy and ESI
<br />Specialty Pharmacy. Actual package size will be used for dispensing. PBM will not charge Client a higher
<br />AWP price based on repackaged products and actual package size will be used for dispensing at Participating
<br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY
<br />AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS
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