HomeMy WebLinkAbout2022-074DocuSign Envelope ID: DB450FEA-BE1D-4365-ACC3-7E8691FABC6F
ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT
THIS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (this
"Addendum'), entered into effective as of April 30, 2022 (the "Addendum Effective Date"), is made by
and between RxBenefits, 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 I).
2. Administrator and Client are entering into this Addendum for the purpose of documenting
revisions to certain provisions of the Agreement.
3. Article I —Certain Definitions, "Contract Year" of the Agreement shall be amended to read
as follows as of the Addendum Effective Date:
"Contract Year", for purposes of the Initial Term of this Agreement, shall mean
the full twelve-month period commencing on the Effective Date and expiring
twelve months thereafter. For the First Renewal Term of this Agreement, it shall
mean the full twelve-month period commencing on May 1, 2019 and expiring on
April 30, 2020. For the Second Renewal Term of this Agreement, it shall mean
the full twelve-month period commencing on May 1, 2020 and expiring on April
30, 2021. For the Third Renewal Term of this Agreement, it shall mean the full
seventeen (17) month period commencing on May 1, 2021 and expiring on
September 30, 2022. For each Additional Renewal Term thereafter, it shall mean
the full twelve-month period commencing on the first day of such Additional
Renewal Term and expiring twelve months thereafter.
4. Article VI — Term and Termination, Paragraph A of the Agreement shall be amended to
read as follows as of the Addendum Effective Date:
A. The initial term of this Agreement shall commence on the Effective Date
and shall continue in effect, unless sooner terminated as provided herein,
for a period of one (1) year after the Effective Date (the "Initial Term").
Unless either Party gives the other Party written notice of its intention to
terminate (given in the manner prescribed in Article VIH.B below) at least
sixty (60) days in advance of the expiration of the Initial Term, the Term
of this Agreement shall automatically renew and extend for an additional
one (1) year renewal term (the "First Renewal Term") without any
additional act on the part of either Party (unless sooner terminated as
provided herein and subject to the consequences of any such termination).
Unless either Party gives the other Party written notice of its intention to
terminate (given in the manner prescribed in Article VM.B below) at least
sixty (60) days in advance of the expiration of the First Renewal Term, the
Term of this Agreement shall automatically renew and extend for an
additional twelve month renewal term (the "Second Renewal Term")
without any additional act on the part of either Party (unless sooner
terminated as provided herein and subject to the consequences of any such
NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY
AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS
Docu&§ri Envelope_ID: DB450FEA-BE1D-4365-ACC3-7E8691FABC6F
termination). Unless either Party gives the other Party written notice of
intention to terminate (given in the manner prescribed in Article V.M-33.
below) at least sixty (60) days: mi advance of. the expiration of the Second
Renewal Tenor; the Term of this Agreement shall automatically renew and "
extend for an additional seventeen -month . renewal term :."(the. 'Third
Renewal Term's without any additional act on thepart of either Party
s
(unles. 'sooner terminated as. 'provided : herein and'. subject : to the
consequences of any such termination). Unless either Party gives the other "
Party written: notice . of its . intention . to terminate (given in the: manner
prescn'bed.in Article VIII.B" below) at least sixty (60) days:" advance of
the expiration. of the :Thud Renewal Term, the Term of this. Agreement .
a shall automatically renew and extend additional one. (1)year renewal
terms (each, an "Additional Renewal-Term";.the First Renewal Telco, the
Second Renewal Term, the Third Renewal. Tends and "any. Additional .
j Renewal Term may. each be referred to: herein as a "Renewal; Term's
-without any. additional act. on the -part, of : either- )Party. (unless "'sooner "
terminated as provided herein and subject to the consequences of any: such
termination). 'Administrator may terminate. this Agreement atany_time.if."
its contractual arrangement with PBM terminates. by giving at least sixty
(60) days prior :written notice of the termination of chis Agreement to.
Client.
5. Except for the revisions to. Article I = Certain .Definitions .and Article VI -= Term: and
Termination effected.hereby, the Agreement shall not otherwise be modified;. altered or amended
in`.anyrespect 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:
RxBenefips
tsLIh a by:
.. .. - L476770W856434... .. - .
Name: Lauren Simmons
Title: Sr. Director.of.Compliance andUgal Affairs .
APPROVED AS TO FOAM
AND LEGAL SUFFICIENCY
DYI-.AfV ?EIP�ftaa l��1
COUNTY ATTORNRY
CLIENT: .
Indian River County Board of
Com ioners
By.
:•GiWliTY• ��+:
NE
Name:. Peter. D. WBryari. -•zuN ;1
Title: Chairman.
Attest Jeffrey R: Smith,.Clerk of
2 Circuit Court and Comptroller "
NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PRQP1�jjT���,�,,,R,��Y
AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFI�
Geputy.Clerk