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HomeMy WebLinkAbout2023-140DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: 151 ECOCF-855C-414F-9455-72004347A31 0 ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT THIS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (this "Addendum"), entered into effective as of January 1, 2023 (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 "Awyement'). 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. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) EXHIBIT A CLIENT APPLICATION January 1, 2023 [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. CLIENT INFORMATION Client's Name: Indian River County Board of County Commissioners Client's Mail Address: 1801 27th Street, Vero Beach, Florida 32960-3365, United States 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 (a) any failure to implement Plan Design changes which are not communicated in writing to Administrator, or (b) implementation of verbal or written direction regarding exception or overrides to the PDD. In addition, Client shall notify Members of any Plan Design changes prior to the effective date of any such changes as required by applicable law. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: 151ECOCF-855C-414F-9455-72004347A310 (112023 Version) C. SERVICES, FORMULARY. PRICING GUARANTEES. 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 telecommunication or electronically • 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 1 D Cards (hard copy or digital) 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 Transaction Fees LU Transaction Fees Payable for Administrative Services (per $0.65 per Prescription Drug Claim made by Article I V.B of the Agreement Members payable on a bi-monthly basis Transaction Fees Payable for Administrator's Protect Program (individual prices listed in table below) • Indian River County Board of County $1.25 per claim Commissioners Clinical -All Plans -Remove MCAP SaveOnSP fee ProgramsManufacturer Copay Assistance • Out of Pocket Protection (Accumulation) • Indian River County Board of County Not Elected Commissioners Clinical -All Plans -Remove MCAP SaveOnSP fee • Out of Pocket Protection + Variable Copay Assistance Program • Indian River County Board of County Not Elected Commissioners Clinical -All Plans -Remove MCAD SaveOnSP fee • SaveOnSP • Indian River County Board of County Not Elected Commissioners Clinical -All Plans -Remove MCAD SaveOnSP fee • Out of Pocket Protection + SaveOnSP NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED IIEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: 151 EGOGF-855C-414F-9455-72004347A310 (112023 Version) • Indian River County Board of County No Charge (Elected) Commissioners Clinical -All Plans -Remove MCAP SaveOnSP fee • Low Clinical Value Exclusions (LCV) Elected Indian River County Board of County $0.30 per claim Commissioners Clinical -All Plans - Remove MCAP SaveOnSP fee • High Dollar Claim Review (HDCR) Elected c Indian River County Board of County $0,95 per claim Commissioners Clinical -All Plans - Remove MCAP SaveOnSP fee Initial Determinations (i.e. coverage reviews) and Level Included in the existiniz utilization One Non -Urgent Appeals under the UM program. management PMPM charge Examples: Prior Authorization. Step Therapy, Drug OR Quantity Management Included in the existing PA charge of $55 per initial determination* 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. Final Internal Appeals Level Two Appeals and/or Urgent S 10 per review* 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 Miscellaneous No Ch -g- if Client elects HDCR Third Party Integration Fees Charges passed through from provider or mutually agreed upon by Parties 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 detemlination. • 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 ofclinical 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 I or Level 2. Urgent appeal decisions are final and binding. If a Level I Appeal is processed as urgent. there is no Level 2 appeal. NOT FOR DISTRIBUTION. TIIE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL„ PROPRIE"I'ARN' AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: 151ECOCF-B55C414F-9455-72004347A310 (1/2023 Version) Mana ement(AUM Bundle) 7dvancedzation River County Board of County $0.46 / PMPM or Passed through from PBM issioners Clinical -All Plans -Remove MCAP nSP fee Member -submitted paper claims processing fee $3.00 per claim Commercial, Medicaid or Medicare subrogation claims fee $3.00 per claim Advanced Opioid Management Program $0.32 / PMPM (If Elected ACA Statin "Trend Management" Program Combined Benefit Management $0.03 / PMPM If Elected 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. (OptionsN'et%%ork Pharmacy Service Audits :. by of submitted per Client) Audit Option One: Enhanced Plus Network Pharmacy $0.04 Per Claim Audit. Next day paid claim review with lower dollar (i.e., Program Max Annual Billing $300,000.00 S50 claim) thresholds. Standard 4% field audit of network with >250 ESI claims. Client -specific field audit of network, special reporting, unique audit modules, specific Client claim audits, regional auditing, extensive compliance checks. Includes next day desk paid claim auditing and standard audit summary reports. 100% of recoveries returned to Client. Audit Option Two: Basic Network Pharmacy Audit: No Charge 30-60 day historical review of paid claims (no next day review) and high thresholds, so lower dollar claims not reviewed. 100% of recoveries returned to Client. Very limited ability for Client requested audits if mutually agreed. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED IIEREIN IS CONFIDENTIAL, PROPRIETARl AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8B0E-61E380BDAl1B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) NOTFOR DISTRIBUTION. THE INF'ORMA'TION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS Fees $0.48 PMPM PBNI Services Com I) relienshe Consumer Driven I lea It It (('1)11) Solution Technical Bi-directional data exchange; dedicated operations; 24-hour 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 percent Decision Support of Client's total utilization for all Plans is Dedicated CDH member services, Prescription Benefit attributable to a CDHC. These services and Review Statements, Retail Pricing Transparency fees are required for all CDH enrollees. Member Adherence ScreenRx Preventive Medications Member Education Proactive, personalized member communications open enrollment tools and member communications library, robust online features, and preventive care proactive, personalized member communications ScreenRx for PPO Plans $0.25 PMPM (If Elected) Medicare Ilart 1) - Retiree Drug Stibsid� (RDS) RDS enhanced service (ESI sends reports to CMS on behalf $1.12 PMPM for Medicare -qualified Members of Client) with a minimum annual fee of $7,500 i Notice of Creditable Coverage $1.35/letter + postage RDS standard service (ESI sends reports to Client) $0.62 PMPM for Medicare -qualified Members with a minimum annual fee of $5,000 A. Notice of Creditable Coverage $1.35/letter + postage Communication with physicians and/or members (e.g., $1.75/letter+ postage program descriptions, notifications, formulary compliance, non -Medicare EOBs, etc. Medicare EOB $1.75/letter + osta e Custom non-standard materials Priced upon reguest Electronic Pharmacy Rencrit Eligibility %'crification Eligibility confirmation of pharmacy benefit coverage shared with prescribers and other healthcare professionals through their Electronic Medical Records (EMR) or other digital channels. Pass-through charge to Client at PBM's preferred rate with data switch such as Surescripts. Miscellaneous RxDC Reporting (Submission of P2, 133-138, and Narrative Charges passed through from PBM Response file via HIOS, and any other files deemed necessary) Coordination of Benefits $0.01 PMPM, If Elected - Custom reimbursement formula Setup and ongoing maintenance - Product support Medicare Part B Solution - Integrated Retail & Mail Program - $0.42 PMPM - Retail Only Program - $0.20 PMPM - Program Introductory Letter - $1.35/letter + postage NOTFOR DISTRIBUTION. THE INF'ORMA'TION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8B0E-61E380BDAl1B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) No Additional Fee Customer service for Members Electronic claims processing Electronic/on-line eligibility submission Plan setup Standard coordination of benefits (COB) Software training for access to on-line (reject for primary carrier) 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 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 re orcin Website Services Express- Scripts. com for Members — access to benefit, Mobile App for Members — Includes My Rx drug, health and wellness information; prescription Choices, My Medicine Cabinet, Pharmacy ordering capability: and customer service Care Alerts, Refills and Renewals, and virtual 12rescril2tion ID card. 44 ,,Implementation Package and Nlember ( onimunications • New Member packets (includes two standard resin ID cards or virtual cards, depending on PBM's procedures) • Member replacement cards printed via web (for hard- copy cards, charges are passed through from the PBM • Member -requested replacement packets or Client S1.50 + postage per packet or card requested re -carding Concurrent Drug Utilization Review (DUR) No Charge Overrides a. Client -requested overrides b. Lost/stolen overrides c. Vacation supplies 2.2 Administrator Clinical Programs If elected, the Lois, 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 the 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. 7 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, 11ROPRIETAIII' AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E3806DAl 1 B DocuSign Envelope ID: 151 ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) If elected, Administrator's High Dollar Claim Review, Prior Authorization and Appeals program ("HDCR"), will provide Client with umbrella protection against high-cost Prescription Drug Claims for approved formulary drugs. Prescription Drug 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. If HDCR is elected, Administrator's Complex Clinical Intervention ("CCI") program is included. CCI addresses complex case management issues for Plan Participants on a trajectory to generate more than $250,000.00 in annual pharmacy plan spend. Clinical pharmacists reach out to Prescribers to request and review medical documentation and tackle issues such as redundant therapies, dosing errors, potential drug -on -drug interactions, and medication misuse. o The following may apply to HDCR: • Administrator manages the clinical review process for high dollar claims, providing oversight of the process. Administrator communicates 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: (i) the medication is approved, (ii) the medication claim is denied, (iii) the prescriber may decide to withdraw and prescribe a different medication, or (iv) the reviewer can dismiss the claim due to lack of communication from the prescriber; ■ If denied, the appeal process is available. o If HDCR is elected, the Administrator will also manage all other Prior Authorizations and Appeals. • 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; ■ If denied, the appeal process is available. o The appeal process: ■ If an initial review is denied, the Member may appeal the decision to have a different pharmacist reviewer evaluate the prior authorization. • If the denial is upheld upon first appeal, a second appeal may be made, which is completed in consultation with a peer physician reviewer from an Independent Review Organization. ■ If the denial is again upheld upon second appeal, a final appeal for a Federal External Review completed by an Independent Review Organization may be made. ■ If the denial is upheld by the final review, the appeal process has been exhausted and the decision is final and binding. Foundational Utilization Management ("UM"). 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 quantity limit ("QL") promotes FDA - approved dispensing guidelines by ensuring appropriate quantities are dispensed. Step Therapy ("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. Prior Authorizations ("PA'J ensure FDA -approved guidelines with respect to indications are being met. Utilizing the PBM or customized criteria, Administrator has carved out the QUST 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. 8 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61E38OBDA11B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) This component requires that Client elect a standard Utilization Management Programs promoted by Administrator. NOTE: Client must have HDCR component in place to elect UM. 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: (i) the medication is approved, (ii) the medication claim is denied, (iii) the prescriber may decide to withdraw and prescribe a different medication, or (iv) the reviewer can dismiss the claim due to lack of communication from the prescriber, or o If denied, an appeal process is available. 2.3 Protect Proeram Guarantee • General: The Administrator clinical programs elected by Client shall be collectively referred to as the "Protect Solutions" for purposes of this Exhibit A. The fees associated with the Protect Solutions which are invoiced to the client shall be referred to herein as the "Protect Fees'. • Protect ROI Guarantee: Administrator guarantees that Client will generate savings from the Protect Solutions ("Protect Savings") that are equal to or greater than the Protect Fees paid by Client during the given Contract Year (the "Protect ROI Guarantee"). To the extent that the Protect Fees exceed the Protect Savings in a given Contract Year, Administrator will pay Client an amount equal to the difference between the Protect Fees and the Protect Savings (the "Protect Guarantee Payment). • Conditions. o Eligibility. To be eligible for the Protect ROI Guarantee, Client must be on one of Administrator's four Protect Program packages: o Advanced; o Intermediate; o Basic; or o Custom UM. In all instances, Administrator's LCV and HDCR programs must be elected. o Protect Savings Validation: Protect Savings are calculated using a proprietary methodology developed by Administrator that analyzes rejected Claims and the paid alternatives to calculate definitive actual -dollar savings realized as a result of the Protect Solutions. Protect Savings generated by the PA and appeals process are based on the AWP contracted discount for the specific drug involved in a Claim. Protect Savings generated by the HDCR process are based on the net cost after actual discount. Administrator may use information from PBM in its calculation of Protect Savings (e.g., AWP, gross cost, plan cost, member cost, rejected Claims data). Generic product identifier (GPI) and national drug code (NDC) data will be retrieved from Medi -Span. o Within one hundred and twenty (120) days after the end of each Contract year, Administrator shall report to Client performance for the Protect ROI Guarantee. If Protect Savings exceeds Protect Fees during a Contract Year, no payment shall be made by Administrator to Client. If Protect Fees exceed Protect Savings, amounts due resulting from an Administrator failure to meet the Protect ROI Guarantee, shall be calculated and paid to Client within thirty (30) days following Administrator's reconciliation report. o The Protect Guarantee Payment, if any, shall be issued as a credit to Client's account. Client must have the Protect Solutions in place for the entirety of the Agreement Term 9 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61E38OBDA11B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) to be eligible for the Protect ROI Guarantee. If this Agreement is terminated prior to the end of a given Contract Year or if the Agreement is terminated in breach of the terms of the Agreement (e.g., insufficient notice of non -renewal is given), then Administrator is not required to meet the Protect ROI Guarantee set forth above. No Protect Guarantee Payment will be paid (a) until this Agreement (including any applicable Client Application) is executed by Client, or (b) if the Administrative Services Agreement has been terminated as of the date that such Protect Guarantee Payment is to be paid to Client. o If Client has not paid any outstanding invoice(s) when payment of the Protect Guarantee Payment, if any, is to be made, such outstanding amounts (including any applicable interest, service charge, or other outstanding amount) may be deducted from the Protect Guarantee Payment. o In the event Administrator fails to meet the Protect ROI Guarantee, the Protect Guarantee Payment described above will be the sole and exclusive remedy available to Client for such failure. 2.4 PBM Clinical Programs If elected, PBM's Manufacturer Assistance Program for Specialty Medications ("MAP"), consists of I or 2 components when available, dependent on the specific Plan Design: (l) 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 or precision specialty pharmacy relationship. ■ 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. 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. SaveOnSP is also available as "SaveOnSP Advantage" for high deductible health plans. ■ 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. Prescribers will be notified at the point of care when specific signs of misuse and abuse are observed. 3. Pricing Terms. The financial terms herein are conditioned on an exclusive arrangement and all other specified conditions set forth in this Exhibit A. 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). 10 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDA11 B DocuSign Envelope ID: 151 ECOCF-B55C-414F-9455-72004347A310 ( 112023 Version) ■ 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 Prescription Drug 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. Prescription Drug 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. 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 Renewal Term (as described in the Agreement) that begins on or after the Addendum Effective Date. []-(total discounted AWP ingredient cost 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 Drug rates (Participating Pharmacy Reimbursement Rates) and (Mail Pharmacy Reimbursement Rates), as indicated on the ingredient cost field of tile Prescription Drug Claim's data record, shall be reconciled as part of the Brand Drug 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 Prescription Drug Claims that may be excluded from the reconciliation of the pricing guarantees are as identified in the "Prescription Drug Claims Excluded" paragraphs below in addition to Prescription Drug Claims dispensed in Puerto Rico, Guam, Northern Mariana Islands, Virgin Islands, Hawaii, Massachusetts, Alaska, West Virginia, and rural pharmacies. Furthermore, prices may vary in certain states for reasons such as most favored nations laws, other state or local legal requirements, geographic location, or other factors beyond the control of Administrator. In those situations, some Claims may be exempt from reconciliation of the financial guarantees set forth herein. All Claims may be aggregated for purposes of such rates. Claims dispensed in states subject to NADAC or another pricing benchmark required by law for pharmacy reimbursement may be excluded from dispensing fee guarantees only. Additionally, under any retail pricing arrangement(s) subject to NADAC pricing, Administrator will retrospectively invoice Client for the difference between Client's contracted dispensing fee and any state mandated pharmacy dispensing fee resulting from claims incurred in any state that mandates the use of NADAC or another pricing benchmarks in pharmacy reimbursement. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-860E-61E380BDAl 1B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) • PPO AWP -85.75% BRAND 0201 • PPO BRAND GENERIC • PPO AWP - 23.5% GENERIC • PPO • MAIL SERVICE PPO PHARMACY AWP - 85.75% BRAND • PPO $0.35 dispensingfee • PPO AWP - 25% GENERIC • PPO $0.00 dispensing fee • PPO AWP - 88.75% Prescription Drug Claims Excluded: Specialty Products (other than specialty guarantee), 340B Claims, Subrogation Claims, long term care pharmacy claims, Member Submitted Claims, compounds, OTC products (excluding insulin, diabetic strips, and test strips), vaccines, U&C, and Exclusive or Limited Distribution Products, claims with ancillary charges, products filled through in-house phannacies and COB claims. (b) Dispensing Fee. Administrator 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] PARTICIPATING PHARMACY BRAND • PPO $0.35 dispensing fee GENERIC RETAIL MAINTENANCE • PPO NETWORK (84-90 $0.35 dispensing fee I. BRAND • PPO $0.35 dispensing fee GENERIC Iff,"MAIL PHARMACY BRAND • PPO $0.35 dispensingfee • PPO $0.00 dispensing fee GENERIC • PPO $0.00 dispensing fee Prescription Drug Claims Excluded: Specialty Products (other than specialty guarantee), 340B Claims, Subrogation Claims, long tern care phannacy claims, Member Submitted Claims, compounds, OTC products (excluding insulin, diabetic strips, and test strips), vaccines. U&C, and Exclusive or Limited Distribution Products, claims with ancillary charges, products filled through in-house phannacies and COB claims. IF) NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED IIlsREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RNBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: ISIECOCF-B55C-414F-9455-72004347A310 (12023 Version) Claims dispensed at West Virginia pharmacies may be excluded from dispensing fee guarantees or claims subject to NADAC or another pricing benchmark required by law for pharmacy reimbursement will be excluded from fee guarantees. If applicable, Prescription Drug Claims filled through in-house pharmacies that are no bill, no remit or that have not entered into an ESI pharmacy network agreement are excluded from the discount and dispensing fee guarantees. 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 Tenn 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. The guarantees are annual guarantees - if this Agreement is terminated prior to the completion of the then current contract year or if the applicable Term or Renewal Term being reconciled is less than twelve (12) months in length (hereinafter, a "Partial Contract Year"), then the guarantees will not apply for such Partial Contract Year. Furthermore, in the event Client terminates the Agreement outside the terms and conditions in the Agreement, Client forfeits the right to receive any shortfall payments for financial guarantees. 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. Shortfall payments for financial guarantees, if any, will not be paid until this Agreement, including any applicable Client Application, and any amendment(s) or addenda to this Agreement or Client Application, is signed. 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 Drug 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 ESI Mail Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. The Brand Drug 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 ESI Mail 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 the BGA. Any generic claim that is considered a Single Source Product will be included in the generic reconciliation. 3.2 Specialty Products (a) Exclusive Specialty. If Client elects exclusive specialty, then 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 13 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-860E-61E380BDAl IB DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) rates shown below. Upon ESI Specialty Pharmacy acquisition of Exclusive or Limited Distribution Products, Members will obtain prescriptions through ESI Specialty Pharmacy. (b) Precision Specialty. In situations where regulations prevent implementation of Exclusive Specialty arrangements, Plans may implement a Precision Specialty arrangement where the ESI Specialty Pharmacy or a Specialty Precision Network participating retail pharmacy are the exclusive pharmacies that may fill Specialty Products for Members (other than Exclusive or Limited Distribution Products not available at the ESI Specialty Pharmacy or a Specialty Precision Network participating retail pharmacy). (c) Dispcnsinu� Fee for Specialty Products. * 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). (d) SPECIALTY NET EFFECTIVE DISCOUNT GUARANTEE Administrator guarantees the overall annual net effective discount for the products listed on the Specialty Products List (excluding Limited Distribution Products) pursuant to the table below. Within one hundred and eighty (180) days following the end of each Contract Year, Administrator will calculate the actual net effective discount for the products listed on the Specialty Products List to determine if the guarantee has been met. 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, precision, or open specialty arrangement, as applicable. For Exclusive Specialty guarantees to be reconciled annually and any shortfalls paid, Client must be enrolled in the Exclusive Specialty program for the entire Contract Year. Average Annual Ingredient Cost Guarantee: AWP- 22.5% Exclusive or Precision Specialty Arrangements Average Annual Ingredient Cost Guarantee: Limited Distribution Claims (does not apply to AWP 15% gene therapy) (e) Exclusions. For Exclusive Specialty arrangements, the specialty guarantee shall only apply to Plans for which the ESI Specialty Pharmacy is the exclusive pharmacy that may fill Specialty Products for Members, other than Exclusive or Limited Distribution Products not available at the ESI Specialty Pharmacy. In addition to the general exclusions identified above. all non -Specialty Products, and all Exclusive or Limited Distribution Products (except for the Limited Distribution guarantee noted in the chart above) are excluded from the specialty guarantee. Prescription Drug Claims filled through in-house pharmacies that are no bill, no remit or that have not entered into an ESI pharmacy network agreement are excluded from the specialty guarantee. (f) Ancillary Supplies. Equipment. and Services. 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, 14 NOT FOR DISTRIBI1TION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: 151 ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) maintained and updated by ESI from time to time. If ESI elects to bill Client's medical plan for ASES, Administrator will work with ESI to coordinate the invoicing and payment of ASES through Client's medical plan. If Client's medical plan will not cover the cost of ASES billed through ESI or ESI Specialty Pharmacy, Client shall be responsible for the costs of all ASES. If a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Administrator or a Client directly by ESI Specialty Pharmacy instead of being processed through ESI, Client will timely pay Administrator, and Administrator will timely pay ESI Specialty Pharmacy for such claim pursuant to the rates below. ESI Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. Therapeutic Cla ss Am Immune Deficiency MMENNOC11 Brand Name All Immune Deficiency Drugs requiring Nursing & Per Diem $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 560.00 / Infusion Alpha I Deficiency All Alpha I 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 (g) Specialty Products will be excluded from the non -specialty price guarantees set forth in the Agreement. In no event will the ESI Mail 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. 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 "Vaccine Claim" means a claim for a Covered Drug which is a vaccine. "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 PBM to process the claim. 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 15 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF4C5D-8BOE-61 E380BDAI I B DocuSign Envelope ID: 151 ECOCF-B55C-414F-9455-72004347A31 0 (1/2023 Version) fees, in a cash transaction on the date the vaccine is dispensed as reported to PBM 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 Transaction 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. (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. 16 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS Participating Pharmacy Member Submitted Pharmacy INFLUENZA Pass -Through OTHERParticipating ALL VACCINES Pass -Through (excluding foreign claims) Vaccine Administration (capped(capped at at $20 per Fee vper vaccine vaccine cll aim) vaccine claim and $40 Submitted amount per covid vaccine claim Ingredient Cost Participating Pharmacy Participating Pharmacy Ingredient Cost as set Ingredient Cost as set Submitted amount forth in the Agreement forth in the Agreement Dispensing Fee Participating Pharmacy Participating Pharmacy Dispensinge as set Dispensing Fee as set Submitted amount forth in the�A,reernent 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 (plus manual claim administrative fee) as set forth in the Agreement Vaccine Program $2.50 per vaccine claim N/A Fee (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. 16 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61E38OBDA11B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (12023 Version) Vendor FORMULARY:1 PARTICIPATING PHARMACIES 1-83 DAYS' SUPPLY Pass-through at ESI cost Transaction Fee $270.00 per Brand Drug claim PARTICIPATING 1111ARMACIES (84-90 DAYS' SUPPLY for Vendor Transaction • PPO N/A N/A Fee (currently $3.75, • PPO $710.00 per Brand Drug claim SPECIALTY PRODUCTS subject to char e 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 • 1 DRUG FORMULARY:1 PARTICIPATING PHARMACIES 1-83 DAYS' SUPPLY • PPO $270.00 per Brand Drug claim PARTICIPATING 1111ARMACIES (84-90 DAYS' SUPPLY • PPO $710.00 per Brand Drug claim MAIL SERVICE PHARMACY • PPO $710.00 per Brand Drug claim SPECIALTY PRODUCTS • PPO 53.405.00 per Brand Drug 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 ofa covered drug of 84 days orgreater; and (2) for Medicare or EGWP, ifapplicable, 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 row 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. Exclusions For Non -Specialty Rebates: Specialty Products, Member Submitted Claims, Subrogation Claims, biosimilar products (excluding Semglee), Exclusive and Limited Distribution Products, vaccines, OTC products (excluding insulin, diabetic strips, and test strips), claims older than 180 days, products filled through in house or 340b Claims, COB claims, and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set forth in Section D.I above. Exclusions For Specialty Rebates: Member Submitted Claims, Subrogation Claims, biosimilar products (excluding Semglee), Exclusive and Limited Distribution Products, vaccines, OTC products (excluding insulin, diabetic strips, and test strips), claims older than 180 days, products filled through in house or 340b Claims, COB claims, and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set forth in Section D.1 above. Rebate Payment Terms. Subject to the conditions set forth herein. Administrator will receive from ESI the quarterly Rebate payments within approximately one hundred twenty (120) days following the end of a 17 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8B0E-61E380BDAl1B DocuSign Envelope ID:151ECOCF-B55C-414F-9455-72004347A310 (12023 Version) calendar quarter for Rebates received during the prior calendar quarter. Upon receipt, Administrator will credit Client's account. For claims dispensed through In-house pharmacies, rebate payments shall be paid by ESI since ESI is billing pharmaceutical manufacturers on behalf of the In-house pharmacies. 4. Conditions 4.1. PBM contracts with pharmaceutical manufacturers for Rebates on its own behalf and for its own benefit, and not on behalf of Client. Accordingly, PBM retains all right, title and interest to any and all actual Rebates received from manufacturers. PBM will pay to Administrator (and Administrator shall pay to Client) amounts equal to the Rebate amounts allocated to Client, as specified above, from PBM's general assets (neither Client, its Members, nor Client's Plan retains any beneficial or proprietary interest in PBM'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 PBM during the collection period or moneys payable under this Section. No amounts for Rebates will be paid until this Agreement, including any applicable Client Application, is executed by Client. PBM and Administrator will have the right to apply Client's allocated Rebate amount to unpaid Fees. PBM will retain Manufacturer Administrative Fees on Specialty Products. 4.2 PBM reserves the right to adjust the Rebate guarantees if Rebate revenue is materially decreased because Brand Drugs move off -patent to generic status or due to a change in applicable law. 4.3 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 PBM pursuant to the Agreement, without the prior written consent of PBM. 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 PBM's right to other remedies, PBM 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 PBM, such activity will be deemed to be a material breach of this Agreement, entitling PBM to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. 4.4 Under its Rebate program, PBM may implement PBM's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with Members, Participating Pharmacies, and/or physicians. PBM 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 PBM 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 PBM and Administrator may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. 4.5 Rebate Acknowledgment; No Representation; Rebate Limitations. Client acknowledges that Administrator is not making any representation, warranty or guarantee 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 affecting Rebates. 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 Design, Client meeting criteria for Rebates, 18 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: 151 ECOCF-B55C-414F-9455-72004347A310 (1 12023 Version) 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. 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 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 or notice of termination. Client acknowledges that Administrator shall not be obligated to pay Client any Rebates described herein until this Agreement, including any applicable Client Application, and any amendment(s) or addenda to this Agreement or Client Application, is signed by Client. PBM and Administrator reserve the right to apply Client's allocated Rebate amount to unpaid Fees. 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. PBM will refrain from doing anything that would impede Client from meeting any such obligation. 6. Notwithstanding anything in the Agreement to the contrary, in the event PBM does not receive a manufacturer payment for a particular Brand Drug claim due to its identification by a pharmaceutical manufacturer as being a 340B eligible claim (even where such claim may not meet the definition of a "340B Claim"), ESI may reduce a subsequent Rebate quarterly payment (or reconciliation payment, if applicable) to account for any previously -paid Rebate amounts attributable to such claim up to one year after the Claims date of service. I . Member Cost Share. Administrator may, but shall not be obligated to, dispense or cause to be dispensed a prescription even if the prescription is not accompanied by the applicable Member Cost Share described above in this Exhibit A. Administrator will refund any amount submitted by a Member in excess of the Member's applicable Member Cost Share. In the event a Member submits an insufficient Member Cost Share and the Member fails to remit the balance of the Member Cost Share amount to Administrator (or its designee) within thirty (30) days of Administrator's (or its designee's) request, then Administrator shall have the right to invoice Client for, and Client shall have an obligation to pay Administrator (or its designee), the amount of the uncollected Member Cost Share(s). Client shall, in turn, have the right to recover uncollected Member Cost Shares from its Members at Client's determination. Shipping of prescriptions submitted without the appropriate Member Cost Share may be delayed. 2. Additional Optional Services: Charges for additional optional services not otherwise identified and priced in this Exhibit A (Client Application) shall be quoted upon request and/or as applicable. The Parties acknowledge that the arrangement between Administrator and PBM is a pass-through arrangement. To the extent Client requests or PBM administers services of PBM that are not outlined in this Agreement, Administrator will pass through any such charges from PBM to Client. Translation Services. To the extent Client requests translation services from Administrator or PBM (for translating member materials, brochures, etc.) and there is a charge from Administrator's or PBM's translation services provider, such charge will be passed through to Client. 19 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) 4. Reservation of Rights. Administrator expressly reserves (and Client hereby confirms, acknowledges and agrees to such reservation) the right to modify or amend financial provisions in this Agreement (including without limitation this Client Application/Exhibit A) in the event of - 4.1 f 4.1 A change in the scope of services to be performed by Administrator or PBM or the assumptions upon which the financial provisions included in this Agreement are based (including PBM's pricing provided to Administrator) and/or: (1) any new — or change in existing — state or federal law or regulation, or the interpretation thereof, and/or; (2) any government imposed or industry wide change that would impede Administrator's ability to provide the pricing described in this Agreement, including without limitation any prohibition or restriction on the right of Administrator or any third party's ability to receive rebates from PBM and/or pharmaceutical manufacturers. 4.2 Implementation or addition of a high deductible health plan/consumer-driven health plan option. 4.3 Implementation or addition of a 100% Member paid plan. 4.4 A change in the coverage of Medicare eligible Plan Participants, irrespective of the resulting change in total number of Members. 4.5 A change to the methodology by which AWP is calculated or reported. 4.6 A change in PBM's PDL or the PBM Prescribing Guide or Administrator's alignment with such PDL or PBM Prescribing Guide. In any event, Administrator will use its commercially reasonable efforts to provide Client with 30 days' notice prior to addition or removal of a drug from the PDL or PBM's Prescribing Guide. In the event safety concerns or regulatory action require PBM to remove a drug sooner, Administrator shall notify Client of the removal of a drug from the PDL or the Prescribing Guide within three (3) business days. 4.7 Termination of Administrator's contractual arrangement with PBM. F. DEFINITIONS Effective as of the Addendum Effective Date, the following definitions are either deleted and replaced with the following or added to the Agreement, as applicable: 'Brand Drug" means a prescription drug identified as such in ESI's master drug file using indicators from First Databank (or other source nationally recognized in the prescription drug industry used by ESI for all clients) on the basis of a standard Brand/Generic Algorithm utilized by ESI for all of its clients, a copy of which may be made available for review by Administrator, Client, or its Auditor upon request. Notwithstanding the foregoing, certain prescription drug medications that are licensed and then currently marketed as brand name drugs, where there exists at least one (1) competing prescription medication that is a generic equivalent and interchangeable with the marketed brand name drug, may process as "Generic Drugs" for Prescription Drug Claim adjudication and Member Copayment purposes. G. 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 20 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8B0E-61E380BDAl1B DocuSign Envelope ID: 151ECGCF-B55C-414F-9455-72004347A310 (12023 Version) 3. The proposed "effective" generic discount and the generic 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 4. Ingredient Cost (including Member share) is defined as the lesser of the following: AWP -Discount %; MAC Price; or Usual & Customary Price. S. Discount will always be calculated using this formula (all Claims, including ZBDs): (I- [Ingredient Cost] / [AWP Price]) x 100. 6. "Gross Cost" is defined as: [Ingredient Cost] + [Dispensing Fee] + [Sales Tax]. 7. ESI agrees to apply Client -specific guarantees to all pricing components: Discounts Rebates Admin Fees Dispensing Fees 8. 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. 9. There will be NO dispensing fee applied to Reversed/Rejected Claims. CLAIMS ADJUDICATION 10. There will be no price floors for amount paid on any Prescription Drug Claims. REBATES 11. Rebate revenue will not have any impact on discount guarantee reporting and/or true up. 12. Rebates will be paid for brand Prescription Drug Claims and at a flat minimum dollar -for -dollar guarantee basis 13. Contract rebate guarantees are not subject to change as a result of known brand patent expirations. 14. The rebate guarantees are not subject to formulary percentage criteria. DATA 15. 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. 21 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8B0E-61E380BDAl1B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) 16. ESI will provide the above-mentioned extract at no charge to Client. 17. 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. 18. 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. 19. InfoLock Data and Pharmacy Analytics team 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 20. 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 21. Client's consultant (Lockton) may perform a pre -implementation audit prior to the Effective Date. MISCELLANEOUS 22. Any costs bidding entities may incur as it relates to attending meetings, site visits or negotiations are the responsibility of Administrator. 23. Client may not terminate this Agreement without cause and may only terminate this Agreement as expressly provided for in Article VI of the Agreement. 24. 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. H. 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 this Exhibit A (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 Exhibit A (Client Application) 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 Exhibit A (Client Application) but not specifically defined herein shall have the meanings given to such terms in the Administrative Services Agreement to which this Exhibit A (Client Application) is attached and made a part of. 22 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61 E380BDAl 1 B (1/2023 Version) IN WITNESS WHEREOF, Client has caused this Exhibit A (Client Application) to be executed as of the Addendum Effective Date. In the event this Client Application is amended by the Parties after the Addendum 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. 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. •1GptittJi38% i, CLIENT: Indian River County Board of County Commissionegs 13}: •'�'�Ri�iEA C0�`�w Printed Name: Joseph H. Earman Its: Cha i rman Acknowledged. agreed to and accepted by: ADMINISTRATOR: RxBenefits, Inc. By: �Docua4nw by: �auYt to $iw�dn s Printed Name: Lauren Simmons Its Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller C.. 23 Vice President of Compliance & Leeal Affairs ,,%PPttOVED AE, , 0 FORIA A ;C L'--'-AL 8i;i`F11UIEN0Y DYLAN REINGOLD OGUNTY ATTORNEY NOT FOR DISTRIBUTION. THE INFORIIIATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TR4DE SECRETS OF ESI AND RXBENEFITS