Laserfiche WebLink
A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />RYAN L. BUTLER, CLERK <br />mistaken or incorrect Prescription Drug Claims payments made by or to Administrator, and Client further <br />covenants and agrees to hold harmless and indemnify Administrator and its Representatives for any Losses <br />beyond such refunds claimed by any party from Administrator. The Parties acknowledge that Administrator <br />may seek to recover any overpayments from the Members, the providers of service or any other party unjustly <br />enriched as a result of such overpayments at any time after notice or awareness of any such error. <br />G. Without limiting the generality or scope of any other provision of this Agreement, Administrator shall not be <br />held responsible or liable for any performance standard or obligation required of it hereunder if Client (or <br />Client's designee(s)) or any Member fails to provide Administrator with accurate, timely and complete <br />information as necessary and/or required to meet any such performance standard or obligation under this <br />Agreement or otherwise. <br />ARTICLE IV — FINANCIAL ARRANGEMENT <br />A. Administrator will invoice Client for the Prescription Charges paid during the immediately prior Claims Cycle <br />in accordance with the Claims Cycle billing applicable to PBM's adjudication platform. Administrator may <br />charge Client administration fees (a) per Member or Member -employee per calendar month payable on a <br />monthly basis, and/or (b) per Prescription Drug Claim made by Members payable on a bi-weekly (i.e. every <br />two weeks) basis, and/or (c) as a lump sum amount payable on a monthly basis (collectively, the "Transaction <br />Fees"). The Transaction Fees to be paid by Client to Administrator under this Agreement are as specified in <br />the Client Application. <br />B. All invoices will be due and payable seven (7) days from receipt by Client and payment shall in no event be <br />received by Administrator later than the due date stated in the invoice. Refer to Article V, below, for rules <br />applicable to late payment of invoices. Client shall not (and acknowledges that it shall not) have any right to <br />offset any disputed amounts or amounts due and/or payable or purported to be due and/or payable from <br />Administrator and/or PBM from any payments of Client except as specifically approved in writing by <br />Administrator. <br />C. Administrator's charges to Client for Prescription Drug Claims will include the sum of the Prescription <br />Charges (defined below) with respect to such Prescription Drug Claims that Administrator has paid or is <br />obligated to pay to PBM on behalf of Client. For purposes of this Agreement, the "Prescription Charges" with <br />respect to a particular Prescription Drug Claim shall be an amount equal to: <br />(a) the lesser of (i) the sum of (x) the ingredient cost of the drug, plus (y) the pharmacy dispensing <br />fee for such drug (each as set forth on the Client Application); or (ii) the pharmacy's U&C <br />amount for such drug; plus <br />(b) state tax, where applicable; minus <br />(c) Cost Share. <br />In addition to and without limiting the foregoing, any sales, use or other tax or assessment, including without <br />limitation any surcharge or similar fee imposed under applicable law on any health care provider, Client, <br />Member, service, supply or product provided or to be provided under this Agreement, will be the responsibility <br />of Client and will be added to any invoices to Client hereunder as applicable. <br />D. Client acknowledges that there are certain clinical programs and related prescription drug services (e.g., <br />formulary management, generic substitution programs, prior authorizations, appeals) made available by PBM <br />and other strategic partners of Administrator and administered by Administrator for the benefit of Client and <br />its Members which Client may elect, in its discretion and subject to mutual agreement with Administrator, to <br />include as part of the prescription drug benefits and services made available by Client to its Members under <br />this Agreement (collectively, "Clinical Programs" and "Optional Services"). Client further acknowledges and <br />agrees that (a) any such Clinical Programs and Optional Services it elects to include as part of its Plan may <br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY <br />AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS <br />