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HomeMy WebLinkAbout2020-241AADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT THIS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT, (this "Addendum"), entered into effective as of October 1, 2019 (the "Addendum Effective Date"), is made by and between RxBenefits, Inc. Vwa Prescription Benefits, Inc. ("Administrator"), and Indian River County Board of County Commissioners ("Client"). The parties, intending to be legally bound, hereby agree as follows: 1. Administrator and Client are parties to that certain Administrative Services Agreement dated May 1, 2018 (the "Agreement'). 2. Administrator and Client hereby execute this Addendum for the purpose of documenting that Exhibit A (Client Application) to the Agreement has been amended and restated to reflect, among other things, new pricing terms. Such amended and restated Exhibit A (Client Application) shall be attached and affixed to the Agreement as Exhibit A (Client Application) in lieu of the prior Exhibit A (Client Application) upon execution of this Addendum by the parties' authorized representatives below and shall be in full force and effect as said Exhibit A from and after the Addendum Effective Date. 3. Except for the amendment and restatement of Exhibit A (Client Application) effected hereby, the Agreement shall not otherwise be modified, altered or amended in any respect and is hereby ratified and incorporated herein. IN WITNESS WHEREOF, the undersigned parties have entered into and executed this Addendum effective as of the Addendum Effective Date. Attest: Jeffrey R. Smith, Clerk of Circuit Court and Comptroller Dom, C" ADMINISTRATOR: RxBene Inc. By: Name: Lauren Simmons Title: Director of ComDliance and Legal Affairs CLIENT: • ;�:�pUNTV �04�;�i� �. Indian River County Board of Cour Com =x ��YffJJJ By: N e Joseph E. Flescher Title: Chairman NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS EXHIBIT A CLIENT APPLICATION October 1, 2019 [IMPORTANT — PLEASE READ CAREFULLY: Client should complete Section A and carefully review this Exhibit A. which has been completed by Administrator, in order to ensure the accuracy and completeness of such information. Client shall promptly notify Administrator of any inaccuracy or omission with respect to such terms and conditions, if applicable (including, without limitation, the Client Information in Section A).] A. INFORMATION ABOUT CLIENT Client Name: Indian River County Board of County Commissioners HR/Primary Contact: Phone Mail Address: 1801 27t' Street HR Contact Email: Fax: City/State/Zip: Vero Beach, FL 32960 Billing Contact: Phone: Main Phone: Billing Contact Email: Fax: Send Invoices and Confidential Standard Reports to: Authorized Website Users of Client (User's Name and E-mail Address): * Note: Client may add or delete Authorized Website Users by providing written notice of such changes to Administrator pursuant to the notice provisions of Article VIII.B of the Agreement. B. PLAN DESIGN; MEMBER COST SHARE Member Cost Share: Please see current Summary of Benefits. Client represents and warrants that the design of Client's Plan as reflected in a Plan design document for Client ("PDD"), accurately reflects the applicable terms of Client's Plan for purposes of this Agreement. Client shall provide Administrator with ninety (90) days prior written notice of any proposed changes to the design of Client's Plan (including the PDD), which changes shall be consistent with the scope and nature of the services to be provided by Administrator under this Agreement. Client agrees that it is responsible for Losses resulting from any failure to implement Plan design changes which are not communicated in writing to Administrator. In addition, Client shall notify Members of any Plan design changes prior to the effective date of any such changes. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 2 C. SERVICES, FORMULARY. 1. Base Administrative Services: The following services are the base administrative services made available to Client and its Members pursuant to the Agreement (including this Exhibit A (the "Base Administrative Services'), as applicable: • Administration of eligibility submitted via tape or telecommunication • Eligibility maintenance • Client support system for on-line access to current eligibility • Administration of Client's Plan Design • In -network claims adjudication via on-line claims adjudication system • Designated Account Team • Client clinical and plan consulting, analysis and cost projections • Annual analysis of program utilization and impact of plan design and managed care interventions • Welcome Package and ID Cards for new Members • Standard Member communications • Toll-free telephone access to customer service for the program for use by Members and Client's benefits personnel and representatives 2. Additional Administrative Services: Client will pay for additional administrative services (the "Additional Administrative Services") beyond those included in the Base Administrative Services that are requested by Client and provided or made available by Administrator under the program as follows: 2.1 Administrative Fees Administrative Services Fees Transaction Fees Payable for Administrative $0.65 per Prescription Drug Claim made by Services(per Article IV.B of the Agreement) Members payable on a bi-monthlybasis Transaction Fees Payable for Administrator's $1.45 per claim Clinical Advantage Program individual prices listed in table below Manufacturer Copay Assistance Programs • Out of Pocket Protection (Accumulation) • No Charge (Not Elected) • Out of Pocket Protection + Variable Copay • No Charge (Not Elected) Assistance Program • SaveOnSP • $0.40 per claim (Not Elected) • Out of Pocket Protection + SaveOnSP • $0.40 per claim(Elected) Reviews and Appeals Management • Low Clinical Value Exclusions (LCV) • $0.30 per claim (Elected) • High Dollar Claim Review (HDCR) • $0.75 per claim (Elected) Initial Determinations (i.e. coverage reviews) and No Charge Level One Appeals for the Coverage Authorization Program, consisting of: Prior Authorization Step Therapy Drug Quantity Management NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 3 Administrative Services Fees Initial Determinations and Level One Appeals for the No Charge Benefit Review Program, consisting of reviews $3.00 per claim known as: $3.00 per claim Plan Design Related Requests $0.32 / PMPM of Elected Plan Exclusion Reviews (clinical or $0.03 / PMPM of Elected administrative reviews of non -Covered Drugs) Copay Reviews $0.10 PMPM per combined accumulator up to Plan Limit Reviews (e.g. age, gender, days' maximum of $0.20 PMPM for existing supply limits) connection with medical carrier or TPA. Plan Rule/Administrative Reviews/Non-clinical Fees to establish connection with new medical Reviews carrier or TPA are quoted upon request. Clinical Benefit Reviews Direct Claim Reject Reviews Final and Binding Appeals — Level Two Appeals * No Charge and/or Urgent Appeals** *Level One for clients with only one level of appeal 20% of audit recoveries ** Appeals can be urgent at Level One or Level Two and decisions are final and binding. External Reviews by Independent Review No Charge -Organizations - for non -grandfathered plans PBM Services Fees Advanced Utilization Management (AUM Bundle) $0.46 / PMPM Member -submitted paper claims processing fee $3.00 per claim Medicaid subrogation claims fee $3.00 per claim Opioid Program $0.32 / PMPM of Elected ACA Statin "Trend Management" Pro ram $0.03 / PMPM of Elected Combined Benefit Management Services to manage combined medical -pharmacy $0.10 PMPM per combined accumulator up to benefits that are not a consumer -directed health maximum of $0.20 PMPM for existing (CDH) plan. connection with medical carrier or TPA. Services include ongoing management of the data Fees to establish connection with new medical exchange platform with the medical vendor/TPA, carrier or TPA are quoted upon request. production monitoring and quality control, and designated operations team. Combined benefit types may include deductible, out of pocket, spending account and lifetime maximum. Network Pharmacy Services Network Pharmacy Audit Program 20% of audit recoveries Comprehensive Consumer Driven Health (CDH) Solution Consumer Choice Plan - Technical $0.35 PMPM • Bi-directional data exchange; dedicated *these charges would be in addition to any pricing operations; 24-hour a day, seven -days a week adjustments if greater than ten percent of Clients total monitoring and quality control; performance utilization for all Plans is attributable to a CDHC. reporting; and analytics NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS Medicare Part D – Retiree Drug Subsidy S Customer service for Members Part D subsidy enhanced service (ESI sends reports $1.12 PMPM for Medicare -qualified Members to CMS on behalf of Client) with a minimum annual fee of $7,500 i Notice of Creditable Coverage $1.35/letter + postage Part D Subsidy standard service (ESI sends reports to $0.62 PMPM for Medicare -qualified Members Client) with a minimum annual fee of $5,000 B. Home Delivery Services $1.35/letter + postage A. Notice of Creditable Coverage Web -based client reporting – Annual Strategic Account Plan report PBM Services – No Additional Fee Customer service for Members Electronic claims processing Electronic/on-line eligibility submission Plan setup Standard coordination of benefits (COB) reject for primary carrier Software training for access to our on-line system(s) • FSA eligibility feeds A. Network Pharmacy Services help desk Pharmacy reimbursement -Pharmacy Pharmacy network management Network development (upon request) B. Home Delivery Services Benefit education Prescription delivery – standard Reporting Services Web -based client reporting – Annual Strategic Account Plan report Ad-hoc desktop parametric reports Billing reports Claims detail extract file electronic CPDP format Inquiry access to claims processing system Load 12 months claims history for clinical reports and reporting Website Services Express-Scripts.com for Members — access to benefit, drug, health and wellness information; prescription ordering capability; and customer service Implementation Package and Member Communications • New Member packets (includes two standard resin ID cards) • Member replacement cards printed via web (For hard -copy cards, charges are passed through from the PBM Implementation support Clinical Concurrent Drug Utilization Review (DUR) Overrides a. Sponsor -requested overrides b. Lost/stolen overrides c. Vacation supplies No Charge NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 2.2 Administrator Clinical Programs ■ If elected, the Low Clinical Value ("LCV") exclusion option prevents unnecessary spending by removing LCV medications from the formulary without impact to client rebates while providing equal or more effective medicines at a lower cost. LCV medications are drugs that treat common conditions that do not provide any additional or superior therapeutic value when compared to currently existing therapies already in the marketplace. These medications are excluded in addition to any products that would normally be excluded by PBM Formulary. This exclusion occurs without affecting rebate minimum guarantees or contracted discount rates. Administrator reserves the right to amend, from time to time, the list of low clinical value medications. The list of low clinical value medications may be updated quarterly. Client may request a current list of LCV medications. ■ If elected, Administrator's High Dollar Claim Review program ("HDCR"), will provide Client with umbrella protection against high-cost prescription claims for approved formulary drugs. Prescription claims over the threshold dollar amount are flagged prior to payment and reviewed for clinical appropriateness. This additional level of clinical oversight protects against unnecessary spending, saving clients money and providing improved visibility into claim reviews, decision processes, and cost savings. The following may apply: o RxBenefits manages the clinical review process for high dollar claims, providing oversight of the process. We communicate trends and savings results to clients through detailed reporting and analytics; o Review turnaround time is dependent on prescriber activity and whether additional information is required. If additional information is required, the reviewer will attempt to contact physician at least once daily for three days; direct contact with the prescriber will discontinue after the third day. The majority of reviews are completed with a disposition within 24 to 72 hours; o Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is denied, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; or o If denied, an appeal process is available. Foundational Utilization Management. UM is a bundling of evidence -based clinical programs commonly used to provide appropriate clinical oversight of prescription drug claims. UM ensures the correct clinical evaluation processes are in place. Appropriate QL promotes FDA -approved dispensing guidelines by ensuring appropriate quantities are dispense. ST ensures the most clinically appropriate item is used first as part of adhering to accepted guidelines. When faced with two similar agents, the lowest cost option is promoted first. PA ensure FDA -approved guidelines with respect to indications are being met. Utilizing the PBM or customized criteria, RxBenefits has carved out the QLST exception review process as well as all specialty and non -specialty PA reviews to be independently reviewed and documented utilizing a documentation system that allows for ease of auditing through increased visibility of clinical decisions. This component requires that a client elect a standard Utilization Management Programs promoted by Administrator. NOTE: Must have HDCR component in place to elect this component. The following may apply: o Review turnaround time is dependent on prescriber activity and whether additional information is required. If additional information is required, the reviewer will attempt to contact physician at least once daily for three days; direct contact with the prescriber will discontinue after the third day. The majority of reviews are completed with a disposition within 24 to 72 hours; o Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is denied, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; or o If denied, an appeal process is available. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 6 ■ If elected, PBM's Manufacturer Assistance Program for Specialty Medications ("MAP"), consists of 1 or 2 components when available, dependent on the specific plan design: (1) Accumulator Protection using Manufacturer Copay assistance dollars to help lower member out-of-pocket costs and client costs where funds are not applied to member deductible and member out-of-pocket maximum totals; and (2) Accumulator Protection Plus Variable Cost -Share, where plan changes can maximize available assistance funds to offset plan costs and cover the members' cost -share but does not apply to their deductible and out-of-pocket maximum, yielding high savings potential, or Therapeutic Interchange Programs where the specialty pharmacy will move members to preferred agents in order to allow the usage of copay assistance funds from manufacturers. Requires exclusive specialty pharmacy relationship. o If elected, the SaveOnSP program is a benefit design change implemented by PBM in conjunction with a third -party vendor, SaveOnSP. Within the SaveOnSP program, certain specialty medications are classified as non-essential health benefits. This means that any funds spent on these drugs no longer apply to the members' accumulators. In addition, the targeted drugs are assigned higher copays. In all cases, SaveonSP helps the member coordinate manufacturer -sponsored copay assistance. SaveOnSP targets drugs in six of the top ten specialty categories. ■ If elected, PBM's Advanced Opioid Managementsm program reaches out to physicians, pharmacists and patients at key touchpoints to minimize early exposure to opioids and to prevent patients from progressing to overuse and abuse. Patients will be required to start therapy with no more than a 7 -day supply of short-acting medications (with certain exceptions). Member Education will start at the first fill. Doctors will be notified at the point of care when specific signs of misuse and abuse are observed. 3. Pricing. The financial terms set forth are conditioned on such exclusive arrangement and all other specified conditions set forth in Exhibit A of the Agreement. Client will pay to Administrator the amounts set forth below, net of applicable Copayments. The application of brand and generic pricing below may be subject to certain "dispensed as written" (DAW) protocols and Client defined plan design and coverage policies for adjudication and Member Copayment purposes. Sales or excise tax or other governmental surcharge, if any, will be the responsibility of Client. Members will always pay based on the logic below: Retail: Lowest of (i) the U&C price, (ii) Plan copayments/coinsurance, or (iii) discounted AWP (including MAC price, when MAC pricing is applicable). Mail Order: Lower of (i) Plan copayments/coinsurance or (ii) discounted AWP (including MAC price, when MAC pricing is applicable). 3.1 Pricing. (a) Ingredient Cost. Administrator will offer an average aggregate annual discount as reflected below on Client utilization to be calculated as follows. The pricing below will be implemented as of the Addendum Effective Date. The pricing below will be guaranteed upon the start of Client's next Renewal Term as described in Article VI(A) of the Agreement. [1 -(total discounted AWP ingredient cost (excluding dispensing fees and claims with ancillary charges, and prior to application of Copayments) of applicable Prescription Drug Claims for the annual period divided by total undiscounted AWP ingredient cost (both amounts will be calculated as of the date of adjudication) for the annual period)]. Notwithstanding anything herein to the contrary: (i) a Prescription Drug Claim that processes at the Brand rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates), as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Brand guarantee below; and (ii) a Prescription Drug Claim that processes at the Generic rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates) above, as NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 7 indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Generic guarantee below. The only Prescription Drug Claims that shall be excluded from the reconciliation of the pricing guarantees are as identified in the "Claims Excluded" column of the table below. All other Prescription Drug Claims shall be included in the reconciliation of the guarantees. Type of Guarantee Participating Pharmacy Retail Maintenance Network (84-90 Days' Supply) Mail Service Pharmacy Claims Excluded OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Limited Distribution Claims, vaccines, Specialty AWP — AWP— AWP— Products and/or claims with a high -dollar Brand 18.25% 21.00% 25.00% undiscounted AWP value, biosimilar products, long term care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies if applicable) OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Limited Distribution Claims, vaccines, Specialty AWP— AWP — AWP — Products and/or claims with a high -dollar Generic 82.25% 82.25% 85.00% undiscounted AWP value, biosimilar products, long term care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies if applicable) [Remainder of this Page Intentionally Left Blank] NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS (b) Dispensing Fee. ESI will guarantee a maximum average aggregate annual per claim dispensing fee on Client utilization to be calculated as follows: [total dispensing fee of applicable claims for the annual period divided by total claims for the annual period]. Type of Guarantee Participating Pharmacy / Retail Maintenance Network Mail Service Pharmacy* Claims Excluded See Exclusive Specialty Product List $0.00 Pharmacy OTC, compounds, U&C claims, Member Submitted Participating Pharmacy Participating Pharmacy Specialty Product List Claims, Subrogation Claims, Coordination of Benefit Generic Lesser of AWP discount U&C or MRA as applicable) Claims, Limited Distribution Claims, vaccines, Specialty Drug $0.75 $0.00 Products and/or claims with a high -dollar undiscounted Dispensing AWP value, biosimilar products, long term care Fee/Claim pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies (if applicable) OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Limited Distribution Claims, vaccines, Specialty Brand Products and/or claims with a high -dollar undiscounted Dispensing $0.75 $0.00 AWP value, biosimilar products, long term care Fee/Claim pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies (if applicable) s Dispensing Fees are inclusive of shipping and handling. If carrier rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the term of this Agreement, the Dispensing Fee guarantees will not be increased to reflect such increase(s). Guarantees will be measured and reconciled on an annual basis. To the extent Client changes its benefit design or Formulary during the term of the Agreement, the guarantee will be equitably adjusted if there is a material impact on the discount achieved. Subject to the remaining terms of this Agreement, ESI will pay the difference of Client's cost for any shortfall between the actual result and the guaranteed result. For purposes of measurement of any pricing guarantee in this Agreement or Amendments to this Agreement; over performance in any component will not be used to offset performance in any other measured pricing component. 3.2 Specialty Products (a) Exclusive Care. ESI Specialty Pharmacy is the exclusive provider of Specialty Products for the reimbursement rates shown on the Exclusive ESI Specialty Pharmacy Specialty Product List. Any Specialty Product dispensed at a Participating Pharmacy (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be reimbursed at the standard Participating Pharmacy Specialty Product rates shown below. Upon ESI Specialty Pharmacy acquisition of limited distribution products, Members will obtain prescriptions through ESI Specialty Pharmacy. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 9 Ingredient Cost Dispensing Fee Exclusive ESI Specialty See Exclusive Specialty Product List $0.00 Pharmacy Participating Pharmacy Participating Pharmacy Specialty Product List $0.75 Specialty Products Lesser of AWP discount U&C or MRA as applicable) NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 9 (b) Pricing for ASES is as follows: (i) For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, the following standard per diem and nursing fee rates shall apply. Exceptions to the standard per diem and nursing rates are set forth in (ii), below, which list may be updated from time to time by ESI. Pricing for home infusion supplies and services provided at Participating Pharmacies (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be pass through. Standard Per Diem $65/dose Standard Nursing Fee/ First 2 Hours $150 Standard Nursing Hourly $75 (ii) Additional exceptions to AWP Discount Rates and Standard Per Diem & Nursing Fees Brand Name AWP Discount Per Diem EPOPROSTENOL 1.0% $65/da REMODULIN 5.0% $65/da The AWP discount includes Phone Support Nursing, Supplies, Pump, first two training visits, and Coordination of In -Person Nursing. In-home nursing that is requested/needed beyond the first two training visits will be charged at a rate of $150 for the first two hours and $75 for every hour after. (c) Specialty Products will be excluded from the non -specialty price guarantees set forth in the Agreement. In no event will the Mail Service Pharmacy or Participating Pharmacy pricing terns specified in the Agreement, including, but not limited to, the annual average ingredient cost discount guarantees, apply to Specialty Products. (d) Unless otherwise set forth in an agreement directly between ESI Specialty Pharmacy and Client, if a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Client directly by ESI Specialty Pharmacy instead of being processed through ESI and Administrator, Client agrees to timely pay ESI Specialty Pharmacy for such claim pursuant to the rates above and within thirty (30) days of Client's, or its designee's, receipt of such electronic or paper claim from ESI Specialty Pharmacy. ESI Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. (e) SPECIALTY NET EFFECTIVE DISCOUNT GUARANTEE - Administrator guarantees that the overall annual net effective discount for the products listed on the Specialty Products List will be at least AWP (-) minus 19.25% for Client (excluding limited distribution products). Within one hundred eighty days (180) following the end of each contract year ESI will calculate the actual net effective discount for the products listed on the Specialty Price List that were dispensed through the mail order channel to determine if the guarantee has been met. If the actual overall net effective discount is less than the guaranteed net effective discount ESI will reimburse Client the full dollar amount of the difference between the actual and guaranteed net effective discounts. Client will retain any amount that the actual net effective discount exceeds the guaranteed net effective discount. The calculation for the actual net effective discount will be as follows: ((Total Ingredient Cost for the products listed on the Specialty Price List) divided by (Total AWP for the products listed on the Specialty Price List)) minus 1. This guarantee is contingent on Client's participation in the National Preferred Formulary and an exclusive specialty arrangement. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 10 3.3 Influenza and Other Vaccinations. Vaccinations shall adjudicate at the lower of: (a) * The Vaccine Program Fee will be billed separately to Client as part of the administrative invoice according to the billing frequency set forth in the Agreement. This Vaccine Program Fee will apply to any vaccine claims, whether at contracted rates or U&C, and is in addition to any per Prescription Drug Claim administrative fee set forth in the Agreement. OR (b) the combined ingredient cost, dispensing fee (if any) and professional service fee (if any) that the Participating Pharmacy generally charges an individual paying cash, without coverage for prescription drug benefits, plus the Vaccine Program Fee set forth above. Coverage is subject to Plan provisions. No vaccine claims will be included in any guarantees set forth in the Agreement and/or amendments thereto. D. REBATES 1. Rebate Amounts. Subject to: (i) the conditions set forth in Sections 2 through 4 below and elsewhere in this Agreement; and (ii) Client meeting the Plan design conditions identified in the table below, ESI will pay to Client the following guaranteed amounts: Formulary: Participating Pharmacy Participating Pharmacy National Plus INFLUENZA OTHER VACCINES Ingredient Cost Participating Pharmacy Participating Pharmacy Maintenance Ingredient Cost as set forth in the Ingredient Cost as set forth in Agreement the Agreement Dispensing Fee Participating Pharmacy Participating Pharmacy $157.00 per brand Dispensing Fee as set forth in the Dispensing Fee as set forth in $1,150.00 per brand Agreement the Agreement Professional Service Fee Pass -Through Pass -Through (PSF); cost for pharmacist (capped at $15 per vaccine claim) (capped at $20 per vaccine to administer the vaccine claim) Vaccine Program Fee * $2.50 per vaccine claim $2.50 per vaccine claim * The Vaccine Program Fee will be billed separately to Client as part of the administrative invoice according to the billing frequency set forth in the Agreement. This Vaccine Program Fee will apply to any vaccine claims, whether at contracted rates or U&C, and is in addition to any per Prescription Drug Claim administrative fee set forth in the Agreement. OR (b) the combined ingredient cost, dispensing fee (if any) and professional service fee (if any) that the Participating Pharmacy generally charges an individual paying cash, without coverage for prescription drug benefits, plus the Vaccine Program Fee set forth above. Coverage is subject to Plan provisions. No vaccine claims will be included in any guarantees set forth in the Agreement and/or amendments thereto. D. REBATES 1. Rebate Amounts. Subject to: (i) the conditions set forth in Sections 2 through 4 below and elsewhere in this Agreement; and (ii) Client meeting the Plan design conditions identified in the table below, ESI will pay to Client the following guaranteed amounts: Formulary: ESI National Preferred National Plus Retail Home Delivery Specialty Network Maintenance Network (1) Rebates per $157.00 per brand $375.00 per brand $460.00 per brand $1,150.00 per brand Brand Rx claim claim claim I claim (1) Certain Participating Pharmacies have agreed to participate in the extended (84 — 90) day supply network ("Maintenance Network") for maintenance drugs. Rebate Amounts in the 84 — 90 Days' Supply column in the table set forth above are applicable only if Client implements a plan design that requires Members to fill such days' supply at a Maintenance Network Participating Pharmacy (i.e., Client must implement a plan design whereby Members who fill extended days' supply prescriptions at a Participating Pharmacy other than a Maintenance Network Participating Pharmacy do not receive benefit coverage under the Plan for such prescription). If no such plan design is implemented, Rebate Amounts for such days' supply will be the same as for Prescription Drug Claims for less than an 84 days' supply, and Rebate Amounts for an 84 — 90 days' supply in the table set forth above shall not apply, even if a Maintenance Network Participating Pharmacy is used. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 11 2. Exclusions Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Limited Distribution products, biosimilar products, OTC products (except for insulin and diabetic supplies), vaccines, claims older than 180 days, claims through Client -owned or 340b pharmacies, and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set forth in Section 1 above. 3. Rebate Payment Terms Subject to the conditions set forth herein, ESI shall pay Client the guaranteed amounts set forth in Section 1 above within approximately one hundred and fifty (150) days following the end of each calendar quarter for utilization occurring during such quarter. 4. Conditions 4.1. ESI contracts with pharmaceutical manufacturers for Rebates on its own behalf and for its own benefit, and not on behalf of Client. Accordingly, ESI retains all right, title and interest to any and all actual Rebates received from manufacturers. ESI will pay Client amounts equal to the Rebate amounts allocated to Client, as specified above, from ESI's general assets (neither Client, its Members, nor Client's plan retains any beneficial or proprietary interest in ESI's general assets). Client acknowledges and agrees that neither it, its Members, nor its Plan will have a right to interest on, or the time value of, any Rebate payments received by ESI during the collection period or moneys payable under this Section. No amounts for Rebates will be paid until this Agreement is executed by Client. ESI will have the right to apply Client's allocated Rebate amount to unpaid Fees. 4.2 Client acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as Client, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts, utilization limits, rebates or other financial incentives on pharmaceutical products or formulary programs for claims processed by ESI pursuant to the Agreement, without the prior written consent of ESI. In the event that Client negotiates or arranges with a pharmaceutical manufacturer for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting ESI's right to other remedies, ESI may immediately withhold any Rebate amounts earned by, but not yet paid to, Client as necessary to prevent duplicative rebates on Covered Drugs. To the extent Client knowingly negotiates and/or contracts for discounts or rebates on claims for Covered Drugs without prior written approval of ESI, such activity will be deemed to be a material breach of this Agreement, entitling ESI to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. 4.3 Under its Rebate program, ESI may implement ESI's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with Members, Participating Pharmacies, and/or physicians. ESI reserves the right to modify or replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements, as communicated by ESI to Client from time to time. If any government action, change in law or regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse effect on the availability of Rebates, then ESI may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. 4.4 Rebate Acknowledgment; No Representation; Rebate Limitations. Client acknowledges that Administrator is not making any representation, warranty or guaranty of any kind or nature, either express, implied or otherwise, regarding the amount of Rebates to be paid or remitted to Client pursuant to this Agreement, except as specifically set forth in writing herein. In addition, Client waives, releases and forever discharges PBM and Administrator from any Losses arising from a pharmaceutical company's (a) failure to pay Rebates; (b) breach of an agreement related to Rebates; or (c) negligence or misconduct. Client acknowledges that whether and to what extent pharmaceutical companies are willing to provide Rebates to Client may depend upon a variety of factors, including the content of the NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 12 PDL, the Plan's design features, Client meeting criteria for Rebates, and the extent of participation in PBM's formulary management programs, as well as PBM/Administrator receiving sufficient information regarding each Claim for submission to pharmaceutical companies for Rebates. Client acknowledges and agrees that PBM may, but shall not be required to, initiate any collection action to collect any Rebates from a pharmaceutical company. In the event PBM does initiate collection action against a pharmaceutical company to collect Rebates, PBM may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action. Administrator shall only be responsible for the payment of Rebates to Client pursuant to the terms of this Agreement to the extent such Rebates are actually received by Administrator during the Term of this Agreement. In no event shall Administrator be obligated to pay Rebates to Client until Administrator receives payment for the same Rebates from PBM. In the event Client terminates the Agreement outside the terms and conditions in the Agreement, Client forfeits the right to receive any Rebates received by Administrator on Client's behalf after the date of such termination. Client acknowledges that Administrator shall not be obligated to pay Client any Rebates described herein until this Agreement is signed by Client. 5. Rebate amounts paid to Client pursuant to this Agreement are intended to be treated as "discounts" pursuant to the federal anti -kickback statute set forth at 42 U.S.C. § 1320a -7b and implementing regulations. Client is obligated if requested by the Secretary of the United States Department of Health and Human Services, or as otherwise required by applicable law, to report the Rebate amounts and to provide a copy of this notice. ESI will refrain from doing anything that would impede Client from meeting any such obligation. E. ESI's Inflation Protection Program IP Program. The Inflation Protection Program ("ESI IP Program'). Subject to the terms and conditions set forth in Section 2 below, under the ESI IP Program Administrator will pay to Client $2.00 per Formulary Brand Drug claim ("Client Inflation Payment"). Subject to the terms and conditions set forth herein, under the ESI IP Program, Administrator will pay Client the Client Inflation Payment within approximately one hundred and eighty (180) days following the end of each calendar quarter for utilization occurring during such calendar quarter. All non -Formulary claims and Generic Drug claims shall be excluded. Terms and Conditions of the Inflation Protection Program The following claims will be excluded from all calculations related to the Inflation Protection Program: Medicare claims, Medicaid claims, any other government health care program claims, OTCs, member submitted claims, subrogation claims, compounds, Generic Drugs, claims submitted by Sponsor owned, in- house, or on-site pharmacies, 340B claims, claims submitted through a 100% member cost -share program, Biosimilars, drugs where the quantity or packaging has been changed by the manufacturer from the past year, and drugs for which there was no utilization in the calendar year prior to the calendar year for which the Inflation Guarantee payment is being determined. If Sponsor makes material changes to its Formulary or benefit design that negatively impact ESI's ability to control inflation relative to Sponsor's Formulary drug mix, then ESI reserves the right to make an equitable adjustment to the Inflation Guarantee. ESI's Inflation Protection Program, and the underlying economics, is separate and apart from rebates and manufacturer administrative fees and the amounts described above will be paid to Sponsor in addition to any rebate payments to which Sponsor is entitled. Sponsor will not be entitled to receive any amounts related to drug price inflation or a related guarantee other than as set forth above. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 13 F. The following pricing assumptions shall apply for purposes of this Agreement: 1. If Client decides to implement a mandatory generic, mandatory mail, step therapy or other program during the Tenn, ESI has agreed that proposed pricing terns other than rebate guarantees will remain unchanged. 2. ESI must agree to propose pricing based on its broad national retail network that includes all major national and regional pharmacy chains. 3. Pricing is not based upon the assumption that ESI will be the exclusive PBM. Client reserves the right to purchase specialty products from other sources. Client will have the option to select an open or exclusive specialty provider. Additionally, Administrator will work with Client as needed to re -direct specialty medications to a preferred provider. DISCOUNTS 4. The proposed "effective"eg neric discount and theeg neric discount guarantee calculation INCLUDES the following: • MAC Generics • Non -MAC Generics • Single Source Generics • Multi -Source Generics • Generics in their FDC -granted exclusivity period • Patent litigated claims • Generics with limited supply • Generic medications prescribed and/or dispensed in conjunction with a specialty medication 5. All Claims filled in Most Favored Nation states are INCLUDED in discount guarantees. 6. All Claims filled in Waal pharmacies are INCLUDED in discount guarantees. 7. Ingredient Cost (including Member share) is defined as the lesser of the following: • AWP -Discount %; • MAC Price; or • Usual & Customary Price. 8. Discount will always be calculated using this formula (all Claims, including ZBDs): (1- [Ingredient Cost] / [AWP Price]) x 100. 9. "Gross Cost" is defined as: [Ingredient Cost] + [Dispensing Fee] + [Sales Tax]. 10. ESI agrees to apply Client -specific guarantees to all pricing components: • Discounts • Rebates • Admin Fees • Dispensing Fees 11. During the Term, contract guarantees will not change unless one of the following items occurs which could change the economics of the pricing arrangement and would need to be evaluated: (i) a change in assumption or plan design; (ii) change in law; and/or (iii) change in pricing benchmarks. 12. There will be NO dispensing fee applied to Reversed/Rejected Claims. CLAIMS ADJUDICATION 13. There will be no price floors for amount paid on any Prescription Drug Claims. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 14 REBATES 14. Rebate revenue will not have any impact on discount guarantee reporting and/or true up. 15. Rebates will be paid for brand Prescription Drug Claims and at a flat minimum dollar -for -dollar guarantee basis 16. Contract rebate guarantees are not subject to change as a result of known brand patent expirations. 17. The rebate guarantees are not subject to formulary percentage criteria. DATA 18. Audit files will be supplied to Client and Client's consultant directly from the source system and should include all Prescription Drug Claims processed including, but not limited to, paid, reversed and denied Prescription Drug Claims. 19. ESI will provide the above mentioned extract at no charge to Client. 20. At no charge, ESI must be able to transfer data to Client's other vendor partners (e.g., medical plan administrator, stop loss vendor, disease management vendor, catastrophic claimant advocate, etc.), with an appropriate non -disclosure agreement in place. 21. ESI can provide the fully identified NCPDP expanded format to Client's consultant on a monthly basis at no additional charge for use by both the InfoLock team and the Pharmacy Analytics Team. 22. InfoLock Data feeds that are in place will be honored even after termination at no cost to Client or Client's consultant. In other words, if the Agreement is not renewed following the Term, InfoLock must still receive the 4th quarter data even though it will not be available until after termination of this Agreement. AUDITS 23. Third Party Audits- Client may employ a third party auditor, at Client's sole cost and expense, to conduct audits of the terms of this Exhibit A, including, but not limited to: • Pharmacy Claims transactions • Financial performance guarantees 24. Client's consultant (Lockton) may perform a pre -implementation audit prior to the Effective Date. MISCELLANEOUS 25. Any costs bidding entities may incur as it relates to attending meetings, site visits or negotiations are the responsibility of Administrator. 26. Client will not be responsible for any unpaid Member co -payment or co-insurance amounts. 27. Client may not terminate this Agreement without cause and may only terminate this Agreement as expressly provided for in Article VI of the Agreement. 28. If this Agreement is terminated prior to the completion of a Contract Year, the financial guarantees associated with that partial Contract Year will still apply and be reconciled accordingly. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 15 29. Coordination of Benefits claims accounted for in the claims data and discount guarantees by a flag indicating that a transaction utilized COB functionality within the RxCLAIM system. COB claims are excluded from pricing guarantees, but are assessed an administrative fee if applicable. RxBenefits - ESI will be able to support Client's custom/current Rx Plan Design. G. EXECUTION BY CLIENT Client hereby represents and warrants that the information contained in Section A of this Client Application is true and correct in all respects and Client hereby agrees to the specific terms, conditions and financial arrangements set out in Sections B, C and D of this Client Application. Client agrees that if any information in Section A changes, Client will give Administrator prompt notice of such changes. Furthermore, Client understands that this Client Application(Exhibit A is a part of the Administrative Services Agreement between Client and Administrator to which it is attached and incorporated into by reference and that Client is bound by all terms and conditions of such Administrative Services Agreement. All capitalized terms used in this Client Application but not specifically defined herein shall have the meanings given to such terms in the Administrative Services Agreement to which this Client Application is attached and made a part of. IN WITNESS WHEREOF, Client has caused this Client Application(—Exhibit A to the Agreement) to be executed as of the Effective Date. In the event this Client Application is amended by the Parties after the Effective Date, the Parties may substitute such amended Client Application for the former Client Application, provided the Parties set forth the date from and after which such amended Client Application shall be effective (the "date" line at the bottom of the Administrator's acknowledgment signature block on an amended Client Application shall be such new effective date with respect to such amended Client Application). The Parties further agree that they will attach such amended Client Application to this Agreement and provide a copy of this Agreement with the amended Client Application (Exhibit Al to Administrator and Client for their respective records. Any such amended Client Application must be signed by Client's authorized representative and acknowledged, agreed to, accepted and dated by Administrator's authorized representative.�• pUt�TV�' CLIENT: �� •��'G .. Co Attest: Jeffrey R. Smith, Clerk of Circuit Court and Com troller Indian River Coun Board of Coq Co �* By. Deputy Clerk P me ame: Joseph E. FleschTy,���\�P•'+• Its: Chairman Acknowledged, agreed to and accepted by: ADMINISTRATOR: Printe Name: Its: .� 1 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 16 ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT THIS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (this "Addendum"), entered into effective as of January 1, 2019 (the "Addendum Effective Date"), is made by and between RxBenefits, Inc. Vk/a Prescription Benefits, Inc. ("Administrator"), and Indian River County Board of County Commissioners ("Client"). The parties, intending to be legally bound, hereby agree as follows: 1. Administrator and Client are parties to that certain Administrative Services Agreement dated May 1, 2018 (the "Agreement'). 2. Administrator and Client hereby execute this Addendum for the purpose of documenting that Exhibit A (Client Application) to the Agreement has been amended and restated to reflect, among other things, new pricing terms. Such amended and restated Exhibit A (Client Application) shall be attached and affixed to the Agreement as Exhibit A (Client Application) in lieu of the prior Exhibit A (Client Application) upon execution of this Addendum by the parties' authorized representatives below and shall be in full force and effect as said Exhibit A from and after the Addendum Effective Date. 3. Except for the amendment and restatement of Exhibit A (Client Application) effected hereby, the Agreement shall not otherwise be modified, altered or amended in any respect and is hereby ratified and incorporated herein. IN WITNESS WHEREOF, the undersigned parties have entered into and executed this Addendum effective as of the Addendum Effective Date. ADMINISTRATOR: RxBene By: Name: Lauren Simmons Title: Director of Compliance and Legal 401.� p 1 :Z CLIENT: Indian River County Board of C440-ty Commissioners ;�G•. Attest: Jeffrey R. Smith, Clerk of F •' Cin�A and Comptroller N Joseph E. Flescher Deputy Clerk Title: Chairman EXHIBIT A CLIENT APPLICATION CONTRACT EFFECTIVE DATE [IMPORTANT — PLEASE READ CAREFULLY: Client should carefully review Sections A, B and C of this Exhibit A below which have been completed by Administrator in order to ensure the accuracy and completeness of such information. Client shall promptly notify Administrator of any inaccuracy or omission with respect to such terms and conditions, if applicable (including, without limitation, the Client Information in Section A). Client should also carefully review and complete Section D of this Exhibit A below.] A. INFORMATION ABOUT CLIENT Client Name: Indian River County Board of County Commissioners HR/Primary Contact: Phone: Mail Address: 1801 27th Street HR Contact Email: Fax: City/State/Zip: Vero Beach, FL 32960-3365 Billing Contact: Phone: Main Phone: Billing Contact Email: Fax: Send Invoices and Confidential Standard Reports to: Authorized Website Users of Client (User's Name and E-mail Address): * Note: Client may add or delete Authorized Website Users by providing written notice of such changes to Administrator pursuant to the notice provisions of Article VIII.B of the Agreement. B. PLAN DESIGN; MEMBER COST SHARE Member Cost Share: Please see current Summary of Benefits. Client represents and warrants that the design of Client's Plan as reflected in a Plan Design document for Client ("PDD"), accurately reflects the applicable terms of Client's Plan for purposes of this Agreement. Client shall provide Administrator with ninety (90) days prior written notice of any proposed changes to the design of Client's Plan (including the PDD), which changes shall be consistent with the scope and nature of the services to be provided by Administrator under this Agreement. Client agrees that it is responsible for Losses resulting from any failure to implement Plan Design changes which are not communicated in writing to Administrator. In addition, Client shall notify Members of any Plan Design changes prior to the effective date of any such changes. C. SERVICES, FORMULARY, PRICING. 1. Base Administrative Services: The following services are the base administrative services made available to Client and its Members pursuant to the Agreement (including this Exhibit A (the "Base Administrative Services'), as applicable: • Administration of eligibility submitted via tape or telecommunication • Eligibility maintenance • Client support system for on-line access to current eligibility • Administration of Client's Plan Design • In -network claims adjudication via on-line claims adjudication system • Designated Account Team • Client clinical and plan consulting, analysis and cost projections • Annual analysis of program utilization and impact of plan design and managed care interventions • Welcome Package and ID Cards for new Members • Standard Member communications • Toll-free telephone access to customer service for the program for use by Members and Client's benefits personnel and Representatives 2. Additional Administrative Services: Client will pay for additional administrative services (the "Additional Administrative Services") beyond those included in the Base Administrative Services that are requested by Client and provided or made available by Administrator under the program as follows: 2.1 Administrative Fees Administrative Services Fees Transaction Fees Payable for Administrative Services $0.65 per Prescription Drug Claim made by (per Article 1 V.B of the Agreement) Members payable on a bi-monthly basis Transaction Fees Payable for Administrator's Clinical N/A Advantage Program individual prices listed in table below Manufacturer Copay Assistance Programs • Out of Pocket Protection (Accumulation) • No Charge (Not Elected) • Out of Pocket Protection + Variable Copay • No Charge (Not Elected) Assistance Program • SaveOnSP • $0.40 per claim (Not Elected) • Out of Pocket Protection + SaveOnSP • $0.40 per claim of Elected Reviews and Appeals Management • Low Clinical Value Exclusions (LCV) • $0.30 per claim minimum (Not Elected) • High Dollar Claim Review (HDCR) • $0.75 per claim minimum (Not Elected) Initial Determinations (i.e. coverage reviews) and Level Included in the existing utilization One Appeals for the Coverage Authorization Program, management PMPM charge consisting of. OR Prior Authorization Step Therapy Included in the existing PA charge of $55 per Dru uanti Mana ement review Administrative Services Fees Initial Determinations and Level One Appeals for the $55 per review Benefit Review Program, consisting of reviews known as: $10.00 Plan Design Related Requests $3.00 per claim Plan Exclusion Reviews (clinical or administrative $3.00 per claim reviews of non -Covered Drugs) $0.32 / PMPM If Elected Copay Reviews $0.03 / PMPM f Elected Plan Limit Reviews (e.g. age, gender, days' supply Services to manage combined medical -pharmacy benefits limits) that are not a consumer -directed health (CDH) plan. Plan Rule/Administrative Reviews/Non-clinical Services include ongoing management of the data exchange Reviews platform with the medical vendor/TPA, production Clinical Benefit Reviews monitoring and quality control, and designated operations Direct Claim Reject Reviews team. Combined benefit types may include deductible, out Final and Binding Appeals — Level Two Appeals * and/or $0.00 per review* (incremental to PMPM fees Urgent Appeals** or the per review fees above) *Level One for clients with only one level of appeal * This additional fee is applied to each ** Appeals can be urgent at Level One or Level Two initial determination. and decisions are final and binding. External Reviews by Independent Review Organizations - for $800 per review non -grandfathered plans PBM Services Fees Advanced Utilization Management (AUM Bundle $0.51 / PMPM Manual/hardcopy eligibility submission $10.00 Member -submitted paper claims processing fee $3.00 per claim Medicaid subrogation claims fee $3.00 per claim Opioid Progam $0.32 / PMPM If Elected ACA Statin "Trend Management" Program $0.03 / PMPM f Elected Combined Benefit Management Services to manage combined medical -pharmacy benefits $0.10 PMPM per combined accumulator up to that are not a consumer -directed health (CDH) plan. maximum of $0.20 PMPM for existing Services include ongoing management of the data exchange connection with medical carrier or TPA. platform with the medical vendor/TPA, production monitoring and quality control, and designated operations Fees to establish connection with new medical team. Combined benefit types may include deductible, out carrier or TPA are quoted upon request. of pocket,spending account and lifetime maximum. Network Pharmacy Services Network Pharmacy Audit Pro 20% of audit recoveries Consumer Driven Health CD Solution Customer service for Members -Comprehensive Consumer Choice Plan All services: $0.65 PMPM Technical • Technical and Member Advocacy: $0.35 Bi-directional data exchange; dedicated operations; 24-hour PMPM a day, seven -days a week monitoring and quality control; • Health Choices and Drug Choices: $0.30 performance reporting; and analytics PMPM Member Advocacy Benefit education Prescription delivery – standard Dedicated CDH member services, open enrollment tools • Web -based client reporting – • Annual Strategic Account Plan report and member communications library, robust online 'these charges would be in addition to any pricing features, and preventive care adjustments if greater than ten percent of Client's Health Choices total utilization for all Plans is attributable to a Medication Adherence Monitoring and Outreach and CDHC. proactive, personalized member communications Drug Choices Benefit Coaching, Prescription Benefit Review Statements, proactive, personalized member communications Medicare Part D – Retiree Drug Subsidy S Part D subsidy enhanced service (ESI sends reports to CMS $1.12 PMPM for Medicare -qualified Members on behalf of Client) with a minimum annual fee of $7,500 i Notice of Creditable Coverage $1.35/letter + postage Part D Subsidy standard service (ESI sends reports to $0.62 PMPM for Medicare -qualified Members Client) with a minimum annual fee of $5,000 $1.35/letter + postage A. Notice of Creditable Coverage PBM Services – No Additional Fee Customer service for Members Electronic claims processing Electronic/on-line eligibility submission Plan seta Standard coordination of benefits (COB) reject for primary carrier Software training for access to our on-line system(s) • FSA eligibility feeds A. Network Pharmacy Services Pharmacy help desk Pharmacy reimbursement Pharmacy network management • Network development (upon request) B. Home Delivery Services Benefit education Prescription delivery – standard • Reporting Services • Web -based client reporting – • Annual Strategic Account Plan report • Ad-hoc desktop parametric reports • Billing reports • Claims detail extract file electronic (NCPDP format) • Inquiry access to claims processing system • Load 12 months claims history for clinical reports and reporting • Website Services Express-Scripts.com for Members — access to benefit, drug, health and wellness information; prescription ordering capability; and customer service Package and Member Communications -Implementation • New Member packets (includes two standard resin ID Implementation support cards) • Member replacement cards printed via web (For hard- copy cards charges are passed through from the PB • Clinical Concurrent Drug Utilization Review (DUR) Prior Authorization — Administrative a. Non -clinical Prior Authorization b. Lost/stolen overrides c. Vacation supplies 2.2 Administrator Clinical Proarams If elected, the Low Clinical Value ("LCV") exclusion option prevents unnecessary spending by removing LCV medications from the formulary without impact to client rebates while providing equal or more effective medicines at a lower cost. LCV medications are drugs that treat common conditions that do not provide any additional or superior therapeutic value when compared to currently existing therapies already in the marketplace. These medications are excluded in addition to any products that would normally be excluded by PBM Formulary. This exclusion occurs without affecting rebate minimum guarantees or contracted discount rates. Administrator reserves the right to amend, from time to time, the list of low clinical value medications. The list of low clinical value medications may be updated quarterly. Client may request a current list of LCV medications. If elected, Administrator's High Dollar Claim Review program ("HDCR"), will provide Client with umbrella protection against high-cost prescription claims for approved formulary drugs. Prescription claims over the threshold dollar amount are flagged prior to payment and reviewed for clinical appropriateness. This additional level of clinical oversight protects against unnecessary spending, saving clients money and providing improved visibility into claim reviews, decision processes, and cost savings. The following may apply. ■ RxBenefits manages the clinical review process for high dollar claims, providing oversight of the process. We communicate trends and savings results to clients through detailed reporting and analytics.; ■ Review turnaround time is dependent on prescriber activity and whether additional information is required. If additional information is required, the reviewer will attempt to contact physician at least once daily for three days; direct contact with the prescriber will discontinue after the third day. The majority of reviews are completed with a disposition within 24 to 72 hours; ■ Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is denied, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; or ■ If denied, an appeal process is available. Foundational Utilization Management. UM is a bundling of evidence -based clinical programs commonly used to provide appropriate clinical oversight of prescription drug claims. UM ensures the correct clinical evaluation processes are in place. Appropriate QL promotes FDA - approved dispensing guidelines by ensuring appropriate quantities are dispensed. ST ensures the most clinically appropriate item is used first as part of adhering to accepted guidelines. When faced with two similar agents, the lowest cost option is promoted first. PA ensure FDA - approved guidelines with respect to indications are being met. Utilizing the PBM or customized criteria, RxBenefits has carved out the QL/ST exception review process as well as all specialty and non -specialty PA reviews to be independently reviewed and documented utilizing a documentation system that allows for ease of auditing through increased visibility of clinical decisions. This component requires that a client elect a standard Utilization Management Programs promoted by Administrator. NOTE: Must have HDCR component in place to elect this component. The following may apply. ■ Review turnaround time is dependent on prescriber activity and whether additional information is required. If additional information is required, the reviewer will attempt to contact physician at least once daily for three days; direct contact with the prescriber will discontinue after the third day. The majority of reviews are completed with a disposition within 24 to 72 hours; ■ Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is denied, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; or ■ If denied, an appeal process is available. ■ If elected, PBM's Manufacturer Assistance Program for Specialty Medications consists of 1 or 2 components when available, dependent on the specific plan design: (1) Accumulator Protection using Manufacturer Copay assistance dollars to help lower member out-of-pocket costs and client costs where funds are not applied to member deductible and member out-of-pocket maximum totals; and (2) Accumulator Protection Plus Variable Cost - Share, where plan changes can maximize available assistance funds to offset plan costs and cover the members' cost -share but does not apply to their deductible and out-of-pocket maximum, yielding high savings potential, or Therapeutic Interchange Programs where the specialty pharmacy will move members to preferred agents in order to allow the usage of copay assistance fiords from manufacturers. Requires exclusive specialty pharmacy relationship. o If elected, the SaveOnSP program is a benefit design change implemented by PBM in conjunction with a third -party vendor, SaveOnSP. Within the SaveOnSP program, certain specialty medications are classified as non-essential health benefits. This means that any funds spent on these drugs no longer apply to the members' accumulators. In addition, the targeted drugs are assigned higher copays. In all cases, SaveonSP helps the member coordinate manufacturer -sponsored copay assistance. SaveOnSP targets drugs in six of the top ten specialty categories. ■ If elected, PBM's Advanced Opioid Managements' program reaches out to physicians, pharmacists and patients at key touchpoints to minimize early exposure to opioids and to prevent patients from progressing to overuse and abuse. Patients will be required to start therapy with no more than a 7 -day supply of short-acting medications (with certain exceptions). Member Education will start at the first fill. Doctors will be notified at the point of care when specific signs of misuse and abuse are observed. 3. Pricin . The financial terms set forth are conditioned on such exclusive arrangement and all other specified conditions set forth in Exhibit A of the Agreement. Client will pay to Administrator the amounts set forth below, net of applicable Copayments. The application of Brand Drug and Generic Drug pricing below may be subject to certain "dispensed as written" (DAW) protocols and Client defined plan design and coverage policies for adjudication and Member Copayment purposes. Sales or excise tax or other governmental surcharge, if any, will be the responsibility of Client. Members will always pay based on the logic below: Retail: Lowest of (i) the U&C price, (ii) Plan copayments/coinsurance, or (iii) discounted AWP (including MAC price, when MAC pricing is applicable). Mail Order: Lower of (i) Plan copayments/coinsurance or (ii) discounted AWP (including MAC price, when MAC pricing is applicable). 3.1 Pricing. (a) Ingredient Cost. Administrator will offer an average aggregate annual discount as reflected below on Client utilization to be calculated as follows. The pricing below will be implemented as of the Addendum Effective Date. The pricing below will be guaranteed upon the start of Client's next Renewal Term as described in Article VI(A) of the Agreement. [1 -(total discounted AWP ingredient cost (excluding dispensing fees and claims with ancillary charges, and prior to application of Copayments) of applicable Prescription Drug Claims for the annual period divided by total undiscounted AWP ingredient cost (both amounts will be calculated as of the date of adjudication) for the annual period)]. Notwithstanding anything herein to the contrary: (i) a Prescription Drug Claim that processes at the Brand rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates), as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Brand guarantee below; and (ii) a Prescription Drug Claim that processes at the Generic Drug rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates) above, as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Generic Drug guarantee below. The only Prescription Drug Claims that may be excluded from the reconciliation of the pricing guarantees are as identified in the "Claims Excluded" column of the table below. All other Prescription Drug Claims may be included in the reconciliation of the guarantees. Type of Guarantee Participating Pharmacy Retail Maintenance Network (84-90 Days' supply) Mail Service Pharmacy Claims Excluded OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Limited Distribution Claims, vaccines, Specialty Products and/or claims with a AWP — AWP — AWP — high -dollar undiscounted AWP value, Brand 18.25% 21.00% 25.00% biosimilar products, long term care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies (if applicable) OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Limited Distribution Claims, vaccines, Specialty Products and/or claims with a AWP — AWP — AWP — high -dollar undiscounted AWP value, Generic 82.25% 82.25% 85.00% biosimilar products, long tern care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies (if applicable) (b) Dispensing Fee. ESI will guarantee a maximum average aggregate annual per claim dispensing fee on Client utilization to be calculated as follows: [total dispensing fee of applicable claims for the annual period divided by total claims for the annual period]. Type of Guarantee Participating Pharmacy Mail Service Pharmacy / Retail Maintenance Network* Claims Excluded OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Limited Distribution Claims, vaccines, Generic Drug Specialty Products and/or claims with a high - Dispensing $0.75 $0.00 dollar undiscounted AWP value, biosimilar Fee/Claim products, long term care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies if applicable) OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Limited Distribution Claims, vaccines, Brand Specialty Products and/or claims with a high - Dispensing $0.75 $0.00 dollar undiscounted AWP value, biosimilar Fee/Claim products, long term care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies if applicable) s Dispensing Fees are inclusive of shipping and handling. If carrier rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the Term of this Agreement, the Dispensing Fee guarantees will be increased to reflect such increase(s). Guarantees will be measured and reconciled on an annual basis within 180 days of the end of each Contract Year. To the extent Client changes its benefit design or Formulary during the Tenn of the Agreement, the guarantee will be equitably adjusted if there is a material impact on the discount achieved. Subject to the remaining terms of this Agreement, Administrator will pay the difference of Client's cost for any shortfall between the actual result and the guaranteed result. Guarantees for pricing components are measured and reconciled in the aggregate across all pricing components. Any dollar savings generated in excess of one component may be used to offset a short fall for any other component. Notwithstanding anything in this Agreement to the contrary, the Generic average annual ingredient cost discount guarantees set forth above will include only those Prescription Drug Claims that processed to Client for payment where the underlying prescription drug product was identified by Medi -Span as having a Multi - Source Indicator code identifier of "Y" on the date dispensed (or was identified by Medi -Span as having a Multi -Source Indicator identifier of an "M," "N," or "O" on the date dispensed, but was substituted and dispensed by the Mail Service Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. The Brand average annual ingredient discount guarantees set forth above will include only those Prescription Drug Claims that processed to Client for payment where the underlying prescription drug product was identified by Medi -Span as having a Multi -Source Indicator code identifier of "M", "N', or "O" on the date dispensed (except in cases where the underlying prescription drug product was substituted and dispensed by the Mail Service Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. Any claim that is considered a single source generic will be included in the generic reconciliation. 3.2 Specialty Products (a) Exclusive Care. ESI Specialty Pharmacy is the exclusive provider of Specialty Products for the reimbursement rates shown on the Exclusive ESI Specialty Pharmacy Specialty Product List. Any Specialty Product dispensed at a Participating Pharmacy (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be reimbursed at the standard Participating Pharmacy Specialty Product rates shown below. Upon ESI Specialty Pharmacy acquisition of limited distribution products, Members will obtain prescriptions through ESI Specialty Pharmacy. (b) Pricing for ASES is as follows: (i) For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, the following standard per diem and nursing fee rates shall apply. Exceptions to the standard per diem and nursing rates are set forth in (ii), below, which list may be updated from time to time by ESI. Pricing for home infusion supplies and services provided at Participating Pharmacies (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be pass through. Standard Per Diem $65/dose Standard Nursing Fee/ First 2 Hours $150 Standard Nursing Hourly $75 (ii) Additional exceptions to AWP Discount Rates and Standard Per Diem & Nursing Fees Brand Name Ingredient Cost Dispensing Fee Exclusive ESI Specialty See Exclusive Specialty Product List $0.00 Pharmacy Participating Pharmacy Participating Pharmacy Specialty Product $0.75 Specialty Products List (b) Pricing for ASES is as follows: (i) For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, the following standard per diem and nursing fee rates shall apply. Exceptions to the standard per diem and nursing rates are set forth in (ii), below, which list may be updated from time to time by ESI. Pricing for home infusion supplies and services provided at Participating Pharmacies (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be pass through. Standard Per Diem $65/dose Standard Nursing Fee/ First 2 Hours $150 Standard Nursing Hourly $75 (ii) Additional exceptions to AWP Discount Rates and Standard Per Diem & Nursing Fees Brand Name AWP Discount Per Diem EPOPROSTENOL 1.0% $65/da REMODULIN 5.0% $65/da The AWP discount includes Phone Support Nursing, Supplies, Pump, first two training visits, and Coordination of In -Person Nursing. In-home nursing that is requested/needed beyond the first two training visits will be charged at a rate of $150 for the first two hours and $75 for every hour after. (c) Specialty Products will be excluded from the non -specialty price guarantees set forth in the Agreement. In no event will the Mail Service Pharmacy or Participating Pharmacy pricing terms specified in the Agreement, including, but not limited to, the annual average ingredient cost discount guarantees, apply to Specialty Products. (d) Unless otherwise set forth in an agreement directly between ESI Specialty Pharmacy and Client, if a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Client directly by ESI Specialty Pharmacy instead of being processed through ESI and Administrator, Client agrees to timely pay ESI Specialty Pharmacy for such claim pursuant to the rates above and within thirty (30) days of Client's, or its designee's, receipt of such electronic or paper claim from ESI Specialty Pharmacy. ESI Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. (e) SPECIALTY NET EFFECTIVE DISCOUNT GUARANTEE - Administrator guarantees that the overall annual net effective discount for the products listed on the Specialty Products List will be at least AWP (- ) minus 19.25% for Client (excluding limited distribution products). Within one hundred and eighty (180) days following the end of each Contract Year, ESI will calculate the actual net effective discount for the products listed on the Specialty Products List that were dispensed through the mail order channel to determine if the guarantee has been met. If the actual overall net effective discount is less than the guaranteed net effective discount Administrator will reimburse Client the full dollar amount of the difference between the actual and guaranteed net effective discounts. Client will retain any amount that the actual net effective discount exceeds the guaranteed net effective discount. The calculation for the actual net effective discount will be as follows: ((Total Ingredient Cost for the products listed on the Specialty Products List) divided by (Total AWP for the products listed on the Specialty Products List)) minus 1. This guarantee is contingent on Client's participation in the National Preferred Formulary and an exclusive specialty arrangement. 3.3 Influenza and Other Vaccinations. Vaccinations shall adjudicate at the lower of: (a) * The Vaccine Program Fee will be billed separately to Client as part of the administrative invoice according to the billing frequency set forth in the Agreement. This Vaccine Program Fee will apply to any vaccine claims, whether at contracted rates or U&C, and is in addition to any per Prescription Drug Claim administrative fee set forth in the Agreement. OR (b) the combined ingredient cost, dispensing fee (if any) and professional service fee (if any) that the Participating Pharmacy generally charges an individual paying cash, without coverage for prescription drug benefits, plus the Vaccine Program Fee set forth above. Coverage is subject to Plan provisions. No vaccine claims will be included in any guarantees set forth in the Agreement and/or amendments thereto. D. REBATES 1. Rebate Amounts. Subject to: (i) the conditions set forth in Sections 2 through 4 below and elsewhere in this Agreement; and (ii) Client meeting the Plan Design conditions identified in the table below, the following guaranteed amounts will be payable to Client during the Term of this Agreement: Formulary: Participating Pharmacy Participating Pharmacy INFLUENZA OTHER VACCINES Ingredient Cost Participating Pharmacy Participating Pharmacy Ingredient Cost as set + Ingredient Cost as set forth m forth in the Agreement the Agreement Dispensing Fee Participating Pharmacy Participating Pharmacy Dispensing Fee as set + Dispensing Fee as set forth in forth in the Agreement the Agreement $157.00 per Professional Service Fee $460.00 per brand $1,150.00 per brand (PSF); cost for Pass -Through Pass -Through pharmacist to (capped at $15 per vaccine (capped at $20 per vaccine claim) administer the vaccine claim Vaccine Program Fee * $2.50 $2.50 per vaccine claim per vaccine claim * The Vaccine Program Fee will be billed separately to Client as part of the administrative invoice according to the billing frequency set forth in the Agreement. This Vaccine Program Fee will apply to any vaccine claims, whether at contracted rates or U&C, and is in addition to any per Prescription Drug Claim administrative fee set forth in the Agreement. OR (b) the combined ingredient cost, dispensing fee (if any) and professional service fee (if any) that the Participating Pharmacy generally charges an individual paying cash, without coverage for prescription drug benefits, plus the Vaccine Program Fee set forth above. Coverage is subject to Plan provisions. No vaccine claims will be included in any guarantees set forth in the Agreement and/or amendments thereto. D. REBATES 1. Rebate Amounts. Subject to: (i) the conditions set forth in Sections 2 through 4 below and elsewhere in this Agreement; and (ii) Client meeting the Plan Design conditions identified in the table below, the following guaranteed amounts will be payable to Client during the Term of this Agreement: Formulary: ESI National Preferred Retail Maintenance National Plus Network Home Delivery Specialty Products Network Products (84-90 Days' Supply) Rebates per Brand $157.00 per $375.00 per brand $460.00 per brand $1,150.00 per brand Rx brand claim claim claim. claim Certain Participating Pharmacies have agreed to participate in the extended (84 — 90) day supply network ("Maintenance Network") for maintenance drugs. Rebate Amounts in the 84 — 90 Days' Supply column in the table set forth above are applicable only if Client implements a plan design that requires Members to fill such days' supply at a Maintenance Network Participating Pharmacy (i.e., Client must implement a plan design whereby Members who fill extended days' supply prescriptions at a Participating Pharmacy other than a Maintenance Network Participating Pharmacy do not receive benefit coverage under the Plan for such prescription). If no such plan design is implemented, Rebate Amounts for such days' supply will be the same as for Prescription Drug Claims for less than an 84 days' supply, and Rebate Amounts for an 84 — 90 days' supply in the table set forth above shall not apply, even if a Maintenance Network Participating Pharmacy is used. 2. Exclusions. Member Submitted Claims, Subrogation Claims, Limited Distribution products, biosimilar products, OTC products (except for insulin and diabetic supplies), vaccines, claims older than 180 days, claims through Client -owned or 340b pharmacies, and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set forth in Section 1 above. 3. Rebate Payment Terms. Subject to the conditions set forth herein, Administrator will receive from ESI the quarterly Rebate payments within approximately one hundred eighty (180) days following calendar quarter adjudicated for Rebates received during the prior calendar quarter. Administrator shall pay Client the guaranteed amounts set forth in Section 1 above within approximately thirty (30) days following receipt of the Rebate payments from ESI. 4. Conditions 4.1. ESI contracts with pharmaceutical manufacturers for Rebates on its own behalf and for its own benefit, and not on behalf of Client. Accordingly, ESI retains all right, title and interest to any and all actual Rebates received from manufacturers. ESI will pay to Administrator (and Administrator shall pay to Client) amounts equal to the Rebate amounts allocated to Client, as specified above, from ESI's general assets (neither Client, its Members, nor Client's Plan retains any beneficial or proprietary interest in ESI's general assets). Client acknowledges and agrees that neither it, its Members, nor its Plan will have a right to interest on, or the time value of, any Rebate payments received by ESI during the collection period or moneys payable under this Section. No amounts for Rebates will be paid until this Agreement is executed by Client. ESI and Administrator will have the right to apply Client's allocated Rebate amount to unpaid Fees. 4.2 Client acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as Client, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts, utilization limits, Rebates or other financial incentives on pharmaceutical products or formulary programs for Prescription Drug Claims processed by ESI pursuant to the Agreement, without the prior written consent of ESI. In the event that Client negotiates or arranges with a pharmaceutical manufacturer for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting ESI's right to other remedies, ESI may immediately withhold any Rebate amounts earned by, but not yet paid to, Client as necessary to prevent duplicative Rebates on Covered Drugs. To the extent Client knowingly negotiates and/or contracts for discounts or Rebates on claims for Covered Drugs without prior written approval of ESI, such activity will be deemed to be a material breach of this Agreement, entitling ESI to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. 4.3 Under its Rebate program, ESI may implement ESI's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with Members, Participating Pharmacies, and/or physicians. ESI reserves the right to modify or replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements, as communicated by ESI to Client from time to time. If any government action, change in law or regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse effect on the availability of Rebates, then ESI and Administrator may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. 4.4 Rebate Acknowledgment; No Representation; Rebate Limitations. Client acknowledges that Administrator is not making any representation, warranty or guaranty of any kind or nature, either express, implied or otherwise, regarding the amount of Rebates to be paid or remitted to Client pursuant to this Agreement, except as specifically set forth in writing herein. In addition, Client waives, releases and forever discharges ESI and Administrator from any Losses arising from a pharmaceutical company's (a) failure to pay Rebates; (b) breach of an agreement related to Rebates; or (c) negligence or misconduct. Client acknowledges that whether and to what extent pharmaceutical companies are willing to provide Rebates to Client may depend upon a variety of factors, including the content of the PDL, the Plan's design features, Client meeting criteria for Rebates, and the extent of participation in ESI's formulary management programs, as well as ESI/Administrator receiving sufficient information regarding each Claim for submission to pharmaceutical companies for Rebates. Client acknowledges and agrees that ESI may, but shall not be required to, initiate any collection action to collect any Rebates from a pharmaceutical company. In the event ESI does initiate collection action against a pharmaceutical company to collect Rebates, ESI may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action. Notwithstanding any provision of this Agreement to the contrary, Administrator shall only be responsible for payment of Rebates to Client pursuant to the terms of this Agreement if such Rebates are actually received by Administrator during the Term of this Agreement. In no event shall Administrator be obligated to pay Rebates to Client until Administrator receives payment for the same Rebates from ESI. In the event Client terminates the Agreement outside the terms and conditions in the Agreement, Client forfeits the right to receive any Rebates received by Administrator on Client's behalf after the date of such termination. Client acknowledges that Administrator shall not be obligated to pay Client any Rebates described herein until this Agreement is signed by Client. 5. Rebate amounts paid to Client pursuant to this Agreement are intended to be treated as "discounts" pursuant to the federal anti -kickback statute set forth at 42 U.S.C. § 1320a -7b and implementing regulations. Client is obligated if requested by the Secretary of the United States Department of Health and Human Services, or as otherwise required by applicable law, to report the Rebate amounts and to provide a copy of this notice. ESI will refrain from doing anything that would impede Client from meeting any such obligation. E. ESI'S INFLATION PROTECTION PROGRAM 1. IP Pro¢ram. The Inflation Protection Program ("ESI IP Program"). Subject to the terms and conditions set forth in Section 2 below, under the ESI IP Program Administrator will pay to Client $2.00 per Formulary Brand Drug claim ("Client Inflation Payment"). Subject to the terms and conditions set forth herein, under the ESI IP Program, Administrator will pay Client the Client Inflation Payment within approximately one hundred and eighty (180) days following the end of each calendar quarter for utilization occurring during such calendar quarter. All non -Formulary claims and Generic Drug claims shall be excluded. 2. Terms and Conditions of ESI's IP Program. 2.1 Exclusions. The following claims will be excluded from all calculations related to ESI's IP Program: • Medicare claims, Medicaid claims and any other government health care program claims • OTCs, member submitted claims, subrogation claims, compounds, Generic Drugs, claims submitted by Client -owned, in-house, or on-site pharmacies, 340B claims, claims submitted through a 100% Member cost -share program, biosimilars, drugs where the quantity or packaging has been changed by the manufacturer from the prior year, and drugs for which there was no utilization in the calendar year prior to the calendar year for which the Client Inflation Payment is being determined. 2.2 ESI's Rieht of Equitable Adjustment. If Client makes material changes to its Formulary or benefit design that negatively impact ESI's ability to control inflation relative to Client's Formulary drug mix, then Client acknowledges that ESI or Administrator reserves the right in ESI's discretion to make an equitable adjustment to the Client Inflation Payment. 2.3 The ESI IP Program, and the underlying economics, is separate and apart from rebates and manufacturer administrative fees, and the amounts described above in this Section E will be paid to Client in addition to any rebate payments to which Client is entitled pursuant to the terms of this Agreement. Client will not be entitled to receive any amounts related to drug price inflation or a related guarantee other than as set forth above in this Section E of this Exhibit A (Client Application). 2.4 No payments will be made to Client unless Client has executed this Agreement. F. EXECUTION BY CLIENT Client hereby represents and warrants that the information contained in Section A of this Client Application is true and correct in all respects and Client hereby agrees to the specific terms, conditions and financial arrangements set out in Sections B, C, D and E of this Client Application. Client agrees that if any information in Section A changes, Client will give Administrator prompt notice of such changes. Furthermore, Client understands that this Client Application(Exhibit A is a part of the Administrative Services Agreement between Client and Administrator to which it is attached and incorporated into by reference and that Client is bound by all terms and conditions of such Administrative Services Agreement. All capitalized terms used in this Client Application but not specifically defined herein shall have the meanings given to such terms in the Administrative Services Agreement to which this Client Application is attached and made a part of. IN WITNESS WHEREOF, Client has caused this Client Application Exhibit A to the Agreement) to be executed as of the Effective Date. In the event this Client Application is amended by the Parties after the Effective Date, the Parties may substitute such amended Client Application for the former Client Application, provided the Parties set forth the date from and after which such amended Client Application shall be effective (the "date" line at the bottom of the Administrator's acknowledgment signature block on an amended Client Application shall be such new effective date with respect to such amended Client Application). The Parties further agree that they will attach such amended Client Application to this Agreement and provide a copy of this Agreement with the amended Client Application (Exhibit A) to Administrator and Client for their respective records. Any such qt =4Vd Client Application must be signed by Client's authorized representative and acknowledged, agreed to, } by Administrator's authorized representative. : •' CLIENT: Attest: Jeffrey R. Smith, Clerk of Indian 'ver Coun Board of Co L o s r �� u$X'mr>r Circuit Court and Comptroller By: rint Name: Joseph E. Flescher Deputy Clerk �` Chairman Acknowledged, agreed to and accepted by: ADMINISTRATOR: RxBe By: Printed Name: Lauren Simmons Its: Director of Compliance and Legal Affairs ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT THIS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (this "Addendum"), entered into effective as of January 1, 2020 (the "Addendum Effective Date"), is made by and between RxBenefits, Inc. Vk/a Prescription Benefits, Inc. ("Administrator"), and Indian River County Board of County Commissioners ("Client'). The parties, intending to be legally bound, hereby agree as follows: 1. Administrator and Client are parties to that certain Administrative Services Agreement dated May 1, 2018 (the "Agreement'). 2. Administrator and Client hereby execute this Addendum for the purpose of documenting that Exhibit A (Client Application) to the Agreement has been amended and restated to reflect, among other things, new pricing terms. Such amended and restated Exhibit A (Client Application) shall be attached and affixed to the Agreement as Exhibit A (Client Application) in lieu of the prior Exhibit A (Client Application) upon execution of this Addendum by the parties' authorized representatives below and shall be in full force and effect as said Exhibit A from and after the Addendum Effective Date. 3. Except for the amendment and restatement of Exhibit A (Client Application) effected hereby, the Agreement shall not otherwise be modified, altered or amended in any respect and is hereby rarified and incorporated herein. IN WITNESS WHEREOF, the undersigned parties have entered into and executed this Addendum effective as of the Addendum Effective Date. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS EXHIBIT A CLIENT APPLICATION January 1, 2020 [IMPORTANT — PLEASE READ CAREFULLY: Client should complete Section A and carefully review this Exhibit A. which has been completed by Administrator, in order to ensure the accuracy and completeness of such information. Client shall promptly notify Administrator of any inaccuracy or omission with respect to such terms and conditions, if applicable (including, without limitation, the Client Information in Section A).] A. INFORMATION ABOUT CLIENT Client Name: Indian River County Board of County Commissioners HR/Primary Contact: Phone Mail Address: 1801 27th Street HR Contact Email: Fax: City/State/Zip: Vero Beach, Florida 32960-3365 Billing Contact: Phone: Main Phone: Billing Contact Email: Fax: Send Invoices and Confidential Standard Reports to: Authorized Website Users of Client (User's Name and E-mail Address): * Note: Client may add or delete Authorized Website Users by providing written notice of such changes to Administrator pursuant to the notice provisions of Article VIH.B of the Agreement. B. PLAN DESIGN; MEMBER COST SHARE Member Cost Share: Please see current Summary of Benefits. Client represents and warrants that the design of Client's Plan as reflected in a Plan design document for Client ("PDD"), accurately reflects the applicable terms of Client's Plan for purposes of this Agreement. Client shall provide Administrator with ninety (90) days prior written notice of any proposed changes to the design of Client's Plan (including the PDD), which changes shall be consistent with the scope and nature of the services to be provided by Administrator under this Agreement. Client agrees that it is responsible for Losses resulting from any failure to implement Plan design changes which are not communicated in writing to Administrator. In addition, Client shall notify Members of any Plan design changes prior to the effective date of any such changes. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 2 C. SERVICES: FORMULARY. 1. Base Administrative Services: The following services are the base administrative services made available to Client and its Members pursuant to the Agreement (including this Exhibit A) (the "Base Administrative Services'), as applicable: • Administration of eligibility submitted via tape or telecommunication • Eligibility maintenance • Client support system for on-line access to current eligibility • Administration of Client's Plan Design • In -network claims adjudication via on-line claims adjudication system • Designated Account Team • Client clinical and plan consulting, analysis and cost projections • Annual analysis of program utilization and impact of plan design and managed care interventions • Welcome Package and ID Cards for new Members • Standard Member communications • Toll-free telephone access to customer service for the program for use by Members and Client's benefits personnel and representatives 2. Additional Administrative Services: Client will pay for additional administrative services (the "Additional Administrative Services") beyond those included in the Base Administrative Services that are requested by Client and provided or made available by Administrator under the program as follows: 2.1 Administrative Fees NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 3 Fees_,"ffW1.,, Administrative Services Transaction Fees Payable for Administrative Services (per $0.65 per Prescription Drug Claim made Article IV.B of the Agreement) by Members payable on a bi-monthlybasis Transaction Fees Payable for Administrator's Clinical $1.45 per claim Advantage Program individual nrices listed in table below Fees Copay Assistance Programs • Out of Pocket Protection Accumulation Not Elected • Out of Pocket Protection + Variable Copay Not Elected Assistance Program • SaveOnSP Not Elected • Out of Pocket Protection + SaveOnSP $0.40 per claim 50.30 per claim RevieiNs and Appeals Management • Low Clinical Value Exclusions (LCN') • High Dollar Claim Review (HDCR) 50.75 per claim Initial Determinations (i.e. coverage reviews) and Level Included in the existing utilization One Non -Urgent Appeals for the Coverage Authorization management PMPM charge Program, consisting of: OR Prior Authorization Included in the existing PA charge of $55 Step Therapy per initial determination * Drug Quantity Management OR No Charge if Client elects HDCR Initial Determinations and Level One Non -Urgent Appeals $55 per initial determination for benefit reviews. Examples: copay review, plan OR excluded drug coverage review, administrative plan design No Charge if Client elects HDCR review. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 3 Additional Reviews for Initial Determinations (only $70.00 per review (incremental to initial applicable if client does not elect HDCR): determination fees above) Additional review that require obtaining and reviewing medical records/chart notes by a provider, including but not limited to a nurse or pharmacist Final and Binding Appeals — Level Two Appeals and/or $10.00 per review* Urgent Appeals for UM, formulary, and benefit reviews. OR No Charge if Client elects HDCR External Reviews by Independent Review Organizations - for $800 per review non -grandfathered plans OR No Charge if Client elects HDCR The following terms and conditions apply only if client does not elect HDCR: ■ Initial determination — this is the first review of drug coverage based on the plan's conditions of coverage. Initial determinations are also referred to as initial reviews, coverage reviews, prior authorization reviews, UM reviews, or benefit reviews. ■ The Level 2 and Urgent Appeal Service is an optional service for Clients to enroll in and there is an incremental fee of $10 per initial determination. ■ Level 2 and Urgent Appeals are not included in the UM package fees. ■ The Level 2 and Urgent Appeal Service fee is not charged per appeal. It is charged for each initial review. This allows Client to better estimate their appeal costs since it is based on the number of initial determinations. The fees cover the legal and operational costs involved with handling final and binding appeal reviews, which includes, but is not limited to the following: staffing of clinical professionals and supportive personnel, notifications to patients and prescribers, and maintaining a process aligned with state and Federal regulations. • Charges for the Level 2 and Urgent Appeal Service are billed on the monthly admin invoice for completed initial determination for UM, formulary, and benefit reviews. No subsequent charges are incurred when cases are appealed. ■ Appeals can be deemed urgent at Level 1 or Level 2. Urgent appeal decisions are final and binding. If a Level 1 Appeal is processed as urgent, there is no Level 2 appeal. Advanced Utilization Management AUM Bundle $0.46 / PMPM Member -submitted paper claims processing fee $3.00 per claim Medicaid subrogation claims fee $3.00 per claim Opioid Program $0.32 / PMPM of Elected ACA Statin "Trend Manaaement" Proeram $0.03 / PMPM (Not Elected) Services to manage combined medical -pharmacy benefits that are not a consumer -directed health (CDH) plan. Services include ongoing management of the data exchange platform with the medical vendor/TPA, production monitoring and quality control, and designated operations team. Combined benefit types may include deductible, out of pocket, spending account, and lifetime maximum. Network Pharmacy Audit $0.10 PMPM per combined accumulator up to maximum of $0.20 PMPM for existing connection with medical carrier or TPA. Fees to establish connection with new medical carrier or TPA are quoted upon request. 20% of audit recoveries NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 4 PBM Services – No Additional Customer service for Members Electronic claims processing Comprehensive Consumer Driven Health (CDH) Solution Technical $0.48 PMPM Bi-directional data exchange; dedicated operations; 24-hour FSA eligibility feeds a day, seven -days a week monitoring and quality control; *these charges would be in addition to any performance reporting; and analytics pricing adjustments if greater than ten Decision Support percent of Client's total utilization for all Dedicated CDH member services, Prescription Benefit Plans is attributable to a CDHC. Review Statements, Retail Pricing Transparency Benefit education ReWOMitiWng Services Member Adherence Web -based client reporting – ScreenRx Ad-hoc desktop parametric reports Preventive Medications Claims detail extract file electronic CPDP format Member Education Load 12 months claims history for clinical reports and r ortin Website Services Proactive, personalized member communications open Express-Scripts.com for Members — access to benefit, drug, health and wellness information; prescription ordering capability; and customer service enrollment tools and member communications library, robust online features, and preventive care proactive, ersonalized member communications Medicare 1 1 Part D subsidy enhanced service (ESI sends reports to CMS $1.12 PMPM for Medicare -qualified on behalf of Client) Members with a minimum annual fee of (i) Notice of Creditable Coverage $7,500 $1.35/letter+ postage Part D Subsidy standard service (ESI sends reports to Client) $0.62 PMPM for Medicare -qualified Members with a minimum annual fee of A. Notice of Creditable Coverage $5,000 $1.35/letter+ postage PBM Services – No Additional Customer service for Members Electronic claims processing Electronic/on-line eligibility submission Plan setup Standard coordination of benefits (COB) reject for primary carrier Software training for access to our on-line system(s) FSA eligibility feeds A. Network Pharmacy Services Pharmacy help desk Pharmacy reimbursement Pharmacy network management Network development (upon request) B. Home Delivery Services Benefit education ReWOMitiWng Services Prescription delivery – standard Web -based client reporting – Annual Strategic Account Plan report Ad-hoc desktop parametric reports Billing reports Claims detail extract file electronic CPDP format Inquiry access to claims processing system Load 12 months claims history for clinical reports and r ortin Website Services Express-Scripts.com for Members — access to benefit, drug, health and wellness information; prescription ordering capability; and customer service NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS Implementation Package and Member Communicatio • New Member packets (includes two standard resin ID Implementation support cards) • Member replacement cards printed via web (For hard - co cards charges are vassed throu from the PB No Charge Concurrent Drug Utilization Review (DUR) Overrides a. Sponsor -requested overrides b. Lost/stolen overrides c. Vacation supplies 2.2 Administrator Clinical Programs If elected, the Low Clinical Value ("LCV") exclusion option prevents unnecessary spending by removing LCV medications from the formulary without impact to client rebates while providing equal or more effective medicines at a lower cost. LCV medications are drugs that treat common conditions that do not provide any additional or superior therapeutic value when compared to currently existing therapies already in the marketplace. These medications are excluded in addition to any products that would normally be excluded by PBM Formulary. This exclusion occurs without affecting rebate minimum guarantees or contracted discount rates. Administrator reserves the right to amend, from time to time, the list of low clinical value medications. The list of low clinical value medications may be updated quarterly. Client may request a current list of LCV medications. • If elected, Administrator's High Dollar Claim Review program ("HDCR"), will provide Client with umbrella protection against high-cost prescription claims for approved formulary drugs. Prescription claims over the threshold dollar amount are flagged prior to payment and reviewed for clinical appropriateness. This additional level of clinical oversight protects against unnecessary spending, saving clients money and providing improved visibility into claim reviews, decision processes, and cost savings. The following may apply: o RxBenefits manages the clinical review process for high dollar claims, providing oversight of the process. We communicate trends and savings results to clients through detailed reporting and analytics; o Review turnaround time is dependent on prescriber activity and whether additional information is required. If additional information is required, the reviewer will attempt to contact physician at least once daily for three days; direct contact with the prescriber will discontinue after the third day. The majority of reviews are completed with a disposition within 24 to 72 hours; o Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is denied, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; or o If denied, an appeal process is available. Foundational Utilization Management UM is a bundling of evidence -based clinical programs commonly used to provide appropriate clinical oversight of prescription drug claims. UM ensures the correct clinical evaluation processes are in place. Appropriate QL promotes FDA -approved dispensing guidelines by ensuring appropriate quantities are dispense. ST ensures the most clinically appropriate item is used first as part of adhering to accepted guidelines. When faced with two similar agents, the lowest cost option is promoted first. PA ensure FDA -approved guidelines with respect to indications are being met. Utilizing the PBM or customized criteria, RxBenefits has carved out the QL/ST exception review process as well as all specialty and non -specialty PA reviews to be independently reviewed and documented utilizing a documentation system that allows for ease of auditing through increased visibility of clinical decisions. This component requires that a client elect a standard Utilization Management Programs promoted by Administrator. NOTE: Must have HDCR component in place to elect this component. The following may NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEF I`S 6 apply: o Review turnaround time is dependent on prescriber activity and whether additional information is required. If additional information is required, the reviewer will attempt to contact physician at least once daily for three days; direct contact with the prescriber will discontinue after the third day. The majority of reviews are completed with a disposition within 24 to 72 hours.; o Following a clinical review, one of four actions will occur: the medication is approved, the medication claim is denied, the doctor may decide to withdraw and prescribe a different medication, or the reviewer can dismiss the claim due to lack of communication from the prescriber; or o If denied, an appeal process is available. ■ If elected, PBM's Manufacturer Assistance Program for Specialty Medications ("MAP"), consists of 1 or 2 components when available, dependent on the specific plan design: (1) Accumulator Protection using Manufacturer Copay assistance dollars to help lower member out-of-pocket costs and client costs where funds are not applied to member deductible and member out-of-pocket maximum totals; and (2) Accumulator Protection Plus Variable Cost -Share, where plan changes can maximize available assistance funds to offset plan costs and cover the members' cost -share but does not apply to their deductible and out- of-pocket maximum, yielding high savings potential, or Therapeutic Interchange Programs where the specialty pharmacy will move members to preferred agents in order to allow the usage of copay assistance funds from manufacturers. Requires exclusive specialty pharmacy relationship. o If elected, the SaveOnSP program is a benefit design change implemented by PBM in conjunction with a third -party vendor, SaveOnSP. Within the SaveOnSP program, certain specialty medications are classified as non-essential health benefits. This means that any funds spent on these drugs no longer apply to the members' accumulators. In addition, the targeted drugs are assigned higher copays. In all cases, SaveonSP helps the member coordinate manufacturer -sponsored copay assistance. SaveOnSP targets drugs in six of the top ten specialty categories. ■ If elected, PBM's Advanced Opioid ManagementsM program reaches out to physicians, pharmacists and patients at key touchpoints to minimize early exposure to opioids and to prevent patients from progressing to overuse and abuse. Patients will be required to start therapy with no more than a 7 -day supply of short-acting medications (with certain exceptions). Member Education will start at the first fill. Doctors will be notified at the point of care when specific signs of misuse and abuse are observed. 3. Pricina Terms. The financial terms set forth are conditioned on such exclusive arrangement and all other specified conditions set forth in Exhibit A of the Agreement. Client will pay to Administrator the amounts set forth below, net of applicable Copayments. The application of Brand Drug and Generic Drug pricing below may be subject to certain "dispensed as written" (DAW) protocols and Client defined plan design and coverage policies for adjudication and Member Copayment purposes. Sales or excise tax or other governmental surcharge, if any, will be the responsibility of Client. Members will always pay based on the logic below: ■ Retail: Lowest of (i) the U&C price, (ii) Plan copayments/coinsurance, or (iii) discounted AWP (including MAC price, when MAC pricing is applicable). ■ Mail Order: Lower of (i) Plan copayments/coinsurance or (ii) discounted AWP (including MAC price, when MAC pricing is applicable). ■ If no adjudication rates are specified herein, each claim will be adjudicated to Client at the applicable ingredient cost and will be reconciled to the applicable guarantee as set forth herein. The discounted ingredient cost will be the lesser of MAC (as applicable), U&C or the applicable AWP discount. Claims dispensed at ESI Mail Pharmacy will be adjudicated to Client at the applicable ingredient cost and will be reconciled to the applicable guarantee as set forth herein. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 7 3.1 Pricin . (a) Ingredient Cost. Administrator will offer an average aggregate annual discount as reflected below on Client utilization to be calculated as follows. The pricing below will be implemented as of the Addendum Effective Date. The pricing below will be guaranteed upon the start of Client's Renewal Term (as described in Article VI(A) of the Agreement) that begins on or after the Addendum Effective Date. [1 -(total discounted AWP ingredient cost (including any retrospective pharmacy payments) but excluding dispensing fees and ancillary charges, and prior to application of Copayments) of applicable Prescription Drug Claims for the annual period divided by total undiscounted AWP ingredient cost (both amounts will be calculated as of the date of adjudication) for the annual period)]. Discounted ingredient cost will be the lesser of MAC (as applicable), U&C or AWP discount. Notwithstanding anything herein to the contrary: (i) a Prescription Drug Claim that processes at the Brand rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates), as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Brand guarantee below; and (ii) a Prescription Drug Claim that processes at the Generic Drug rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates) above, as indicated on the ingredient cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Generic Drug guarantee below. The only Prescription Drug Claims that may be excluded from the reconciliation of the pricing guarantees are as identified in the "Claims Excluded" column of the table below in addition to claims dispensed in Puerto Rico, Guam, Northern Mariana Islands, Virgin Islands, Hawaii, Massachusetts, and Alaska. All other Prescription Drug Claims may be included in the reconciliation of the guarantees. PARTICIPATING BRAND AWP— 18.50% GENERIC AWP — 1 . 83.00% BRAND AWP — 21.50% 77 GENERIC MAIL SERVICE PHARMACY AWP — 83.00% BRAND AWP — 25.00% GENERIC AWP — 86.50% Claims Excluded: OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Exclusive and Limited Distribution Products/Claims, vaccines, Specialty Products (other than specialty guarantee), biosimilar products (other than Specialty Product guarantee, if applicable), long term care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies (if applicable) (b) Dispensing Fee. ESI will guarantee an average aggregate annual per Prescription Drug Claim dispensing fee on Client utilization to be calculated as follows: [total dispensing fee of applicable Prescription Drug Claims for the annual period divided by total of applicable Prescription Drug Claims for the annual period which will represent the same underlying claims dataset used to calculate the "Ingredient Cost Guarantee" of this Exhibit A]. Dispensing fees will be calculated using the NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 8 lesser of MAC (as applicable), U&C or AWP discount adjudication methodology. PARTICIPATING BRAND $0.65 dispensing fee GENERIC ' $0.65 dis ensin = fee I 1 BRAND $0.65 dispensing fee GENERIC PHARMACYMAIL SERVICE $0.65 dipensing fee BRAND $0.00 dispensing fee GENERIC $0.00 dis e sing fee Claims Excluded: OTC, compounds, U&C claims, Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Exclusive and Limited Distribution Products/Claims, vaccines, Specialty Products (other than specialty guarantee), biosimilar products (other than Specialty Product guarantee, if applicable), long term care pharmacy claims and/or claims with ancillary charges and products filled through in-house or 340b pharmacies (if applicable). Dispensing Fees are inclusive of shipping and handling. If carrier rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the Term of this Agreement, the Dispensing Fee guarantees will be increased to reflect such increase(s). Notwithstanding the foregoing, Administrator guarantees that Client will only be responsible for up to a twenty percent increase over the carrier rates of the previous calendar year. At Client's request, Administrator will reimburse Client for any payments made in excess of such twenty percent increase in carrier rates. Guarantees will be measured and reconciled on an annual basis. The guarantees are annual guarantees - if this Agreement is terminated prior to the completion of the then current contract year (hereinafter, a "Partial Contract Year"), then the guarantees will not apply for such Partial Contract Year. To the extent Client changes its benefit design or Formulary during the Term of the Agreement, the guarantee will be equitably adjusted if there is a material impact on the discount achieved. Subject to the remaining terms of this Agreement, Administrator will pay the difference of Client's cost for any shortfall between the actual result and the guaranteed result. For purposes of measurement of any pricing guarantee in this Agreement or Amendments to this Agreement; over performance in any component will not be used to offset performance in any other measured pricing component. Notwithstanding anything in this Agreement to the contrary, the Generic average annual ingredient cost discount guarantees set forth above will include only those Prescription Drug Claims that processed to Client for payment where the underlying prescription drug product was identified by Medi -Span as having a Multi - Source Indicator code identifier of "Y" on the date dispensed (or was identified by Medi -Span as having a Multi -Source Indicator identifier of an "M," "N," or "O" on the date dispensed, but was substituted and dispensed by the Mail Service Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. The Brand average annual ingredient discount guarantees set forth above will include only those Prescription Drug Claims that processed to Client for payment where the underlying prescription drug product was identified by Medi -Span as having a Multi -Source Indicator code identifier of "M", "N", or "O" on the date dispensed (except in cases where the underlying prescription drug product was substituted and dispensed by the Mail Service Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. The application of brand and generic pricing may be subject to certain "dispensed as written" (DAW) protocols and Client or Plan defined plan design and coverage policies for adjudication and Member Copayment purposes. If Medi -Span discontinues reporting Multi -Source Indicator identifiers, Administrator reserves the right to make an equitable adjustment as necessary to maintain the parties' relative economics and the pricing intent of this Agreement. Notwithstanding anything in this Agreement to the contrary, any rebate guarantees set forth in this Agreement will be reconciled using ESI's NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 9 proprietary brand/generic algorithm. Any claim that is considered a single source generic will be included in the generic reconciliation. 3.2 Specialty Products (a) Exclusive Care. ESI Specialty Pharmacy is the exclusive provider of Specialty Products for the reimbursement rates shown on the Exclusive ESI Specialty Pharmacy Specialty Product List. Any Specialty Product dispensed at a Participating Pharmacy (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be reimbursed at the standard Participating Pharmacy Specialty Product rates shown below. Upon ESI Specialty Pharmacy acquisition of limited distribution products, Members will obtain prescriptions through ESI Specialty Pharmacy. * Dispensing Fees are inclusive of shipping and handling. If carrier rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the Term of this Agreement, the Dispensing Fee guarantees will be increased to reflect such increase(s). (b) ASES. For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, Administrator, ESI or ESI Specialty Pharmacy will bill at the following standard per diem and nursing fee rates set forth below, maintained and updated by ESI from time to time. Client shall be responsible for the costs of all ASES. Therapeutic Class Brand Name Nursing & Per Diem Immune Deficiency All Immune Deficiency Drugs requiring $60.00 / Infusion Per Diem Enzyme Deficiency All Enzyme Deficiency Drugs required $60.00 / Infusion Per Diem Miscellaneous Specialty Duopa $65.00 / Day Conditions Miscellaneous Specialty Soliris $60.00 Infusion Conditions PAH Flolan, Veletri, Epoprostenol Sodium $65.00 / Day (generic-Flolan/Veletri), and Remodulin PAH Ventavis $65.00 / Day PAH Tyvaso $30.00 / Day Inflammatory Conditions Remicade $60.00 / Infusion Alpha 1 Deficiency All Alpha 1 Deficiency Drugs requiring $55.00/Infusion Per Diem Nursing Rates All drugs / therapies requiring nursing $150.00 per initial visit up to two (2) hours/$75.00 per additional hour or a fraction thereof (c) Specialty Products will be excluded from the non -specialty price guarantees set forth in the Agreement. In no event will the Mail Service Pharmacy or Participating Pharmacy pricing terms NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 10 specified in the Agreement, including, but not limited to, the annual average ingredient cost discount guarantees, apply to Specialty Products. (d) Unless otherwise set forth in an agreement directly between ESI Specialty Pharmacy and Client, if a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Client directly by ESI Specialty Pharmacy instead of being processed through ESI and Administrator, Client agrees to timely pay ESI Specialty Pharmacy for such claim pursuant to the rates above and within thirty (30) days of Client's, or its designee's, receipt of such electronic or paper claim from ESI Specialty Pharmacy. ESI Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. (e) SPECIALTY NET EFFECTIVE DISCOUNT GUARANTEE - Administrator guarantees that the overall annual net effective discount for the products listed on the Specialty Products List will be at least AWP (-) minus 19.50% for Client (excluding limited distribution products). Within one hundred and eighty (180) days following the end of each Contract Year, ESI will calculate the actual net effective discount for the products listed on the Specialty Products List that were dispensed through the mail order channel to determine if the guarantee has been met. If the actual overall net effective discount is less than the guaranteed net effective discount Administrator will reimburse Client the full dollar amount of the difference between the actual and guaranteed net effective discounts. Client will retain any amount that the actual net effective discount exceeds the guaranteed net effective discount. The calculation for the actual net effective discount will be as follows: ((Total Ingredient Cost for the products listed on the Specialty Products List) divided by (Total AWP for the products listed on the Specialty Products List)) minus 1. This guarantee is contingent on Client's participation in the National Preferred Formulary or Basic Formulary and an exclusive specialty arrangement. 3.3 Vaccine Claims (NO VACCINE CLAIMS WILL BE INCLUDED IN ANY PRICING OR REBATE GUARANTEE SET FORTH IN THE AGREEMENT). (a) General Terms applicable to Vaccine Claims 1. "Vaccine Claim" means a claim for a Covered Drug which is a vaccine. 2. "Vaccine Vendor Transaction Fee" means the data interchange fee that ESI is charged by its third party vendor to convert Vaccine Claims submitted electronically by physicians to NCPDP 5.1 format in order for ESI to process the claim. 3. Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. In the case of Vaccine Claims, the U&C shall be the retail price charged by a Participating Pharmacy for the particular vaccine, including administration and dispensing fees, in a cash transaction on the date the vaccine is dispensed as reported to ESI by the Participating Pharmacy. 4. The Vaccine Administration Fee for Vaccine Claims for Members enrolled in Client's Medicaid programs, if any, will be capped at the maximum reimbursable amount under the state Medicaid program in which the Member is enrolled. 5. All Vaccine Claims will be subject to any Administrative Fees set forth in the Agreement. 6. Vaccine Claims will be charged a program fee of $2.50 per Vaccine Claim (except for Medicare Part D covered Vaccine Claims, if applicable). The Vaccine Program Fee will be billed separately to Client as part of the administrative invoice according to the billing frequency set forth in this Agreement. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 11 (b) Commercial (Including Medicaid and Exchange, if applicable) (c) Medicare Part D Covered Vaccine Claims: Medicare Part D Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. P; p: Participating Member Submitted Vaccine Claims Pharmacy ALL OTHER Vaccine Claims Vaccine Claims INFLUENZA VACCINES Pass -Through Pass -Through (excluding foreign claims) Vaccine Administration (capped at $15 per (capped at $20 per amount Fee vaccine claim vaccine claim)Submitted Physicians Ingredient Cost Participating Pharmacy Participating Pharmacy Lower of submitted Ingredient Cost as set Ingredient Cost as set Submitted amount amount or pharmacy forth in the Agreement forth in the Agreement Fee Dispensing Fee Participating Pharmacy Participating Pharmacy (capped at $20 per Dispensing Fee as set Dispensing Fee as set Submitted amount Vaccine Claim) forth in the Agreement forth in the Agreement Administrative Administrative Fee per Prescription Drug Claim as Administrative Fee per Fee/Vaccine set forth in the Agreement Prescription Drug Claim Claim Pass -Through (plus manual claim Pass -Through administrative fee) as set contracted rate forth in the Agreement Vaccine Program $2.50 per vaccine claim N/A Fee Pass -Through amount or pharmacy (c) Medicare Part D Covered Vaccine Claims: Medicare Part D Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS Participatin- Member Submitted Vaccine Claims Pharmacies/ESIcies/ESI Mail Vaccine Claims Submitted Pharmacy/ESI Specialty (excluding foreign Electronically .q Pharmacy claims) Physicians Vaccine Lower of submitted Administration Pass -Through amount or pharmacy Pass -Through Fee (capped at $20 per Vaccine contracted rate (capped at (capped at $20 per Claim) $20.00 if administered at a Vaccine Claim) Partici at ng Pharmacy) Ingredient Cost Lower of submitted Pass -Through amount or pharmacy Pass -Through contracted rate Dispensing Fee Lower of submitted Pass -Through amount or pharmacy Pass -Through contracted rate Vendor Pass through at ESI cost Transaction Fee N/A N/A for Vendor Transaction Fee (currently $3.75, subject to change) NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS D. REBATES Rebate Amounts. Subject to: (i) the conditions set forth in Sections 2 through 4 below and elsewhere in this Agreement; and (ii) Client meeting the Plan Design conditions identified in the table below, the following guaranteed amounts will be payable to Client during the Term of this Agreement: REBATES PER BRAND Rx FORMULARY: ESI NATIONAL PREFERRED NATIONAL PLUS NETWORK $180.00 per Brand claim RETAIL MAINTENANCE NETWORK 84-90 DAYS' SUPPLY $430.00 per Brand claim HOME DELIVERY PRODUCTS $529.00 per Brand claim SPECIALTY PRODUCTS $1,400.00 per Brand claim The Extended Days' Supply pricing set forth in this Agreement shall be subject to certain requirements, as follows. Extended Days' Supply shall mean; (1) for all lines of business other than Medicare or EGWP, any supply of a covered drug of 84 days or greater; and (2) for Medicare or EGWP, if applicable, any supply of a covered drug of 35 days or greater. Certain Participating Pharmacies have agreed to participate in the extended (84 — 90) day supply network ("Maintenance Network") for maintenance drugs. Rebate Amounts in the 84 — 90 Days' Supply column in the table set forth above are applicable only if Client implements a plan design that requires Members to fill such days' supply at a Maintenance Network Participating Pharmacy (i.e., Client must implement a plan design whereby Members who fill extended days' supply prescriptions at a Participating Pharmacy other than a Maintenance Network Participating Pharmacy do not receive benefit coverage under the Plan for such prescription). If no such plan design is implemented, Rebate Amounts for such days' supply will be the same as for Prescription Drug Claims for less than an 84 days' supply, and Rebate Amounts for an 84 — 90 days' supply in the table set forth above shall not apply, even if a Maintenance Network Participating Pharmacy is used. 2. Exclusions. Member Submitted Claims, Subrogation Claims, Coordination of Benefit Claims, Exclusive and Limited Distribution Products, biosimilar products, OTC products (except for insulin and diabetic supplies), vaccines, claims older than 180 days, claims through Client -owned or 340b pharmacies, and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set forth in Section 1 above. 3. Rebate Payment Terms Subject to the conditions set forth herein, Administrator will receive from ESI the quarterly Rebate payments within approximately one hundred eighty (180) days following calendar quarter adjudicated for Rebates received during the prior calendar quarter. Administrator shall pay Client the guaranteed amounts set forth in Section 1 above within approximately thirty (30) days following receipt of the Rebate payments from ESI. 4. Conditions 4.1. ESI contracts with pharmaceutical manufacturers for Rebates on its own behalf and for its own benefit, and not on behalf of Client. Accordingly, ESI retains all right, title and interest to any and all actual Rebates received from manufacturers. ESI will pay to Administrator (and Administrator shall pay to Client) amounts equal to the Rebate amounts allocated to Client, as specified above, from ESI's general assets (neither Client, its Members, nor Client's Plan retains any beneficial or proprietary interest in ESI's general assets). Client acknowledges and agrees that neither it, its Members, nor its Plan will have a right to interest on, or the time value of, any Rebate payments received by ESI during the collection period or moneys payable under this Section. No amounts for Rebates will be paid until this Agreement is executed by Client. ESI and Administrator will have the right to apply Client's allocated Rebate amount to unpaid Fees. ESI will retain Manufacturer Administrative Fees on Specialty Products. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 13 4.2 Client acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as Client, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts, utilization limits, Rebates or other financial incentives on pharmaceutical products or formulary programs for Prescription Drug Claims processed by ESI pursuant to the Agreement, without the prior written consent of ESI. In the event that Client negotiates or arranges with a pharmaceutical manufacturer for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting ESI's right to other remedies, ESI may immediately withhold any Rebate amounts earned by, but not yet paid to, Client as necessary to prevent duplicative Rebates on Covered Drugs. To the extent Client knowingly negotiates and/or contracts for discounts or Rebates on claims for Covered Drugs without prior written approval of ESI, such activity will be deemed to be a material breach of this Agreement, entitling ESI to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. 4.3 Under its Rebate program, ESI may implement ESI's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with Members, Participating Pharmacies, and/or physicians. ESI reserves the right to modify or replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements, as communicated by ESI to Client from time to time. If any government action, change in law or regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse effect on the availability of Rebates, then ESI and Administrator may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. 4.4 Rebate Acknowledgment; No Representation; Rebate Limitations. Client acknowledges that Administrator is not making any representation, warranty or guaranty of any kind or nature, either express, implied or otherwise, regarding the amount of Rebates to be paid or remitted to Client pursuant to this Agreement, except as specifically set forth in writing herein. In addition, Client waives, releases and forever discharges ESI and Administrator from any Losses arising from a pharmaceutical company's (a) failure to pay Rebates; (b) breach of an agreement related to Rebates; or (c) negligence or misconduct. Client acknowledges that whether and to what extent pharmaceutical companies are willing to provide Rebates to Client may depend upon a variety of factors, including the content of the PDL, the Plan's design features, Client meeting criteria for Rebates, and the extent of participation in ESI's formulary management programs, as well as ESI/Administrator receiving sufficient information regarding each Claim for submission to pharmaceutical companies for Rebates. Client acknowledges and agrees that ESI may, but shall not be required to, initiate any collection action to collect any Rebates from a pharmaceutical company. In the event ESI does initiate collection action against a pharmaceutical company to collect Rebates, ESI may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action. Notwithstanding any provision of this Agreement to the contrary, Administrator shall only be responsible for payment of Rebates to Client pursuant to the terms of this Agreement if such Rebates are actually received by Administrator during the Tenn of this Agreement. In no event shall Administrator be obligated to pay Rebates to Client until Administrator receives payment for the same Rebates from ESI. In the event Client terminates the Agreement outside the terms and conditions in the Agreement, Client forfeits the right to receive any Rebates received by Administrator on Client's behalf after the date of such termination. Client acknowledges that Administrator shall not be obligated to pay Client any Rebates described herein until this Agreement is signed by Client. 5. Rebate amounts paid to Client pursuant to this Agreement are intended to be treated as "discounts" pursuant to the federal anti -kickback statute set forth at 42 U.S.C. §1320a -7b and implementing regulations. Client is obligated if requested by the Secretary of the United States Department of Health and Human Services, or as otherwise required by applicable law, to report the Rebate amounts and to provide a copy of this notice. ESI will refrain from doing anything that would impede Client from meeting any such obligation. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 14 E. The following pricing assumptions shall apply for purposes of this Agreement: 1. If Client decides to implement a mandatory generic, mandatory mail, step therapy or other program during the Term, ESI has agreed that proposed pricing terms other than rebate guarantees will remain unchanged. 2. ESI must agree to propose pricing based on its broad national retail network that includes all major national and regional pharmacy chains. DISCOUNTS 3. The proposed "effective"eg neric discount and theeg neric discount guarantee calculation INCLUDES the following: MAC Generics Non -MAC Generics Single Source Generics Multi -Source Generics Generics in their FDC -granted exclusivity period Patent litigated claims Generics with limited supply Generic medications prescribed and/or dispensed in conjunction with a specialty medication 5. All Claims filled in Most Favored Nation states are INCLUDED in discount guarantees. 6. All Claims filled in rural pharmacies are INCLUDED in discount guarantees. 7. Ingredient Cost (including Member share) is defined as the lesser of the following: AWP -Discount %; MAC Price; or Usual & Customary Price. 8. Discount will always be calculated using this formula (all Claims, including ZBDs): (1- [Ingredient Cost] / [AWP Price]) x 100. 9. "Gross Cost" is defined as: [Ingredient Cost] + [Dispensing Fee] + [Sales Tax]. 10. ESI agrees to apply Client -specific guarantees to all pricing components: Discounts Rebates Admin Fees Dispensing Fees 11. During the Term, contract guarantees will not change unless one of the following items occurs which could change the economics of the pricing arrangement and would need to be evaluated: (i) a change in assumption or plan design; (ii) change in law; and/or (iii) change in pricing benchmarks. 12. There will be NO dispensing fee applied to Reversed/Rejected Claims. CLAIMS ADJUDICATION 13. There will be no price floors for amount paid on any Prescription Drug Claims. REBATES NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 15 14. Rebate revenue will not have any impact on discount guarantee reporting and/or true up. 15. Rebates will be paid for brand Prescription Drug Claims and at a flat minimum dollar -for -dollar guarantee basis. 16. Contract rebate guarantees are not subject to change as a result of known brand patent expirations. 17. The rebate guarantees are not subject to formulary percentage criteria. DATA 18. Audit files will be supplied to Client and Client's consultant directly from the source system and should include all Prescription Drug Claims processed including, but not limited to, paid, reversed and denied Prescription Drug Claims. 19. ESI will provide the above-mentioned extract at no charge to Client. 20. At no charge, ESI must be able to transfer data to Client's other vendor partners (e.g., medical plan administrator, stop loss vendor, disease management vendor, catastrophic claimant advocate, etc.), with an appropriate non -disclosure agreement in place. 21. ESI can provide the fully identified NCPDP expanded format to Client's consultant on a monthly basis at no additional charge for use by both the InfoLock team and the Pharmacy Analytics Team. 22. InfoLock Data feeds that are in place will be honored even after termination at no cost to Client or Client's consultant. In other words, if the Agreement is not renewed following the Term, InfoLock must still receive the 4th quarter data even though it will not be available until after termination of this Agreement. AUDITS 23. Third Party Audits- Client may employ a third -party auditor, at Client's sole cost and expense, to conduct audits of the terms of this Exhibit A, including, but not limited to: K. Pharmacy Claims transactions Financial performance guarantees Client's consultant (Lockton) may perform a pre -implementation audit prior to the Effective Date. MISCELLANEOUS 25. Any costs bidding entities may incur as it relates to attending meetings, site visits or negotiations are the responsibility of Administrator. 26. Client may not terminate this Agreement without cause and may only terminate this Agreement as expressly provided for in Article VI of the Agreement. 27. If this Agreement is terminated prior to the completion of a Contract Year, the financial guarantees associated with that partial Contract Year will still apply and be reconciled accordingly. 28. Coordination of Benefits claims accounted for in the claims data and discount guarantees by a flag indicating that a transaction utilized COB functionality within the RxCLAIM system. COB claims are excluded from pricing guarantees but are assessed an administrative fee if applicable. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 16 29. RxBenefits - ESI will be able to support Client's custom/current Rx Plan Design. F. EXECUTION BY CLIENT Client hereby represents and warrants that the information contained in Section A of this Client Application is true and correct in all respects and Client hereby agrees to the specific terms, conditions and financial arrangements set out in Sections B, C and D of this Client Application. Client agrees that if any information in Section A changes, Client will give Administrator prompt notice of such changes. Furthermore, Client understands that this Client Application Exhibit A is a part of the Administrative Services Agreement between Client and Administrator to which it is attached and incorporated into by reference and that Client is bound by all terms and conditions of such Administrative Services Agreement. All capitalized terms used in this Client Application but not specifically defined herein shall have the meanings given to such terms in the Administrative Services Agreement to which this Client Application is attached and made a part of. IN WITNESS WHEREOF, Client has caused this Client Application(Exhibit A to the Agreement) to be executed as of the Effective Date. In the event this Client Application is amended by the Parties after the Effective Date, the Parties may substitute such amended Client Application for the former Client Application, provided the Parties set forth the date from and after which such amended Client Application shall be effective (the "date" line at the bottom of the Administrator's acknowledgment signature block on an amended Client Application shall be such new effective date with respect to such amended Client Application). The Parties further agree that they will attach such amended Client Application to this Agreement and provide a copy of this Agreement with the amended Client Application (Exhibit A to Administrator and Client for their respective records. Any such amended Client Applicatiop an"bje signed by Client's authorized representative and acknowledged, agreed to, accepted and dated by Ad1�j�orized representative. ° �' ' s%•:, . CLIENT: ,f• *. Indian River County Board of CCo „ rs : *; Attest: Jeffrey R. Smith, Clerk of Circuit Court and Comptroller By: Prir Deputy Clerk S. Name: Joseph E. Fles Chairman Acknowledged, agreed to and accepted by: ADMINTRATOR: ` RxBen fi ,Inc. By Printed Name: Lauren Simmons Its: Sr. Director of Compliance & Legal Affairs NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 17