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E_YHIBIT C CAREMARKPCS HEALTH , L. P. NATIONAL ASSOCIATION OF COUNTIES MANAGED PHARMACY BENEFIT SERVICES AGREEMENT FOR MEMBER COUNTY This Managed Pharmacv Benefit Services Agreement for Member County effective November 20 , 2007 is entered into by and between CaremarkPCS Health , L .P . ("Caremark") and Inds an R1 Ver County ` L ( " Member County" ) . Reference is hereby made to the Managed Pharmacy Benefit Services Agreement Consumer Card Program dated as of March 1 , 2006 (the "Agreement" ) among National Association of Counties ( "Customer" ), Member County , and Caremark under which Customer has engaged Caremark to provide services to prescription drug plans for Customer and its Member Counties . MEMBER COUNTY does hereby agree to be bound by , and to assume and perform , each and all of the terms, covenants and conditions of the Agreement as Member County ( as defined in the Agreement) in the same manner and to the same extent as if it were a party thereto . Member County acknowledges and agrees that Customer and Caremark may amend all or any portion of the Agreement, except with respect to the Initial Term , and Member County hereby agrees to be bound by any such amendment. Customer shall give Member County reasonable notice prior to the effective date of any such amendment. If such amendment is adverse to Member County or its Participants , Member County may , within ninety ( 90 ) days of receiving such notice from Customer, terminate its participation in the Agreement by giving prior written notice to Customer and Caremark. Each party certifies that it shall not violate the federal anti -kickback statute, set forth at 42 U . S . C . § 1320a-7b(b ) ( " Anti- Kickback Statute " ), or the federal "Stark Law, " set forth at 42 U . S . C . § 1395nn ( " Stark Law " ), with respect to the performance of its obligations under this Agreement. Further, Caremark shall ensure that individuals meeting the definition of "Covered Persons " (as such term is defined in the Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and AdvancePCS ) shall comply with Caremark's Compliance Program , including training related to the Anti -Kickback Statute and the Stark Law . In addition, Caremark's Code of Conduct and policies and procedures on the Anti- Kickback Statute and Stark Law may be accessed at hrti) : //www . caremark . com/wps/portal/ s 155 /3370 ? cros=CMS- 2 -007764 . Customer and Caremark , by their signatures hereto, accept and agree to Member County ' s participation with the Agreement under the terms and conditions of the Agreement. By signing this Managed Pharmacy Benefit Services Agreement for Member County , Member County acknowledges and agrees that the terms of the Agreement have been completely read, fully understood and voluntarily accepted and further agrees to be bound thereby . NATIONAL ASSOCIA ON OF COUNTIES Title : `/ , CAREMARKPCS HEALTH , L. P . By: CaremarkPCS Health Systems, LLC, its Date : /" `' !� General Partner :MEMBER COUNTY : By : / J � L Title : [County Namel Date : 1 ( ( �� o S 4By : .t� fa/;(j San ra L . Bowden Title : is s ione rs Date : November 20 , 2007 NACo 0 V . doc ( 02/24/2006 ) IRsCLtiml Pace 15 of29 This document contains proprtetar) information of Caremark , and may not be used for any purpose other than to e aluaie enterine into a relationship kith Caremark , nor may it he duplicated or disclosed to others for any purpose .