HomeMy WebLinkAbout20111426.tiff RESOLUTION
RE: APPROVE AMENDED AND RESTATED MANAGED PHARMACY BENEFIT
SERVICES AGREEMENT FOR CONSUMER CARD PROGRAM AND AUTHORIZE
CHAIR TO SIGN - CAREMARKPCS HEALTH, LP
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Amended and Restated Managed
Pharmacy Benefit Services Agreement between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, as part of the National
Association of Counties, on behalf of the Department of Human Resources, and CaremarkPCS
Health, LP, commencing May 15, 2008, and ending May 14, 2011, and automatically renewing
each year thereafter, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Amended and Restated Managed Pharmacy Benefit Services
Agreement between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, as part of the National Association of Counties, on behalf of the
Department of Human Resources, and CaremarkPCS Health, LP, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 6th day of June, A.D., 2011, nunc pro tunc May 15, 2008.
BOARD OF COUNTY COMMISSIONERS
�>•��, WELra COUNTY, COLORADO
/
ATTEST: arbara Kirkmeyer, V hair
Weld County Clerk to the Q t-O
Fit ifainizP.[55onPro-TemC—
BY: ���l / � r'Deputy Clerk to the Board �m F. G
AP AS TO F EXCUSED
d E. Lon
orney • Aj✓
ouglas ademac
Date of signature: a
c2 on -}o P0.�� 1
� i 2011-1426
- {
g- 15 1 I PE0029
1861 - 2011 Human Resources
J 915 Tenth Street
a P.O. Box 758
Greeley, CO 80632
W EL DEC O U N T Y Phone: (970)336-7220
Fax:wwco0 weds 19
.us
www.co.weld.co.us
June 2, 2011
TO: Board of County Commissioners
Monica Mika
From: Patti Russell
RE: NACo/Caremark Agreement
The following attachment is the agreement from Caremark. Caremark is the
organization that administers the Prescription Discount Cards sponsored by NACo.
Once the Board of County Commissioners has signed the agreement it will be sent to
NACo for their final authorization and they will begin the process for our program. We
will work with NACo and Caremark to market the program and get the information out to
as many citizens as possible.
CAREMARKPCS HEALTH,L.P.
AMENDED AND RESTATED MANAGED PHARMACY BENEFIT SERVICES AGREEMENT
CONSUMER CARD PROGRAM
THIS AMENDED AND RESTATED AGREEMENT(the"Agreement")is effective beginning May 15,2008
(the"Effective Date")among National Association of Counties("Customs,counties that are members of the National
Association of Counties("Member County")and CarenarkPCS Health,L.P.,formerly kmwn as AdvaoeePCS Health,
L.P. ("Caremark"),for the purpose of delineating the terms and conditions under which Ceemerk will provide certain
managed luny benefit services to Member County end Customer. This Apneas amends the existing Member
County Agreements consistent with the tams thereat Custom=agrees that it will require each Member County added
after the Effective Date b execub an individual agreement with Canna*in the form attested beret as Exhibit C(the
"Member County Agreement") prior to Caemak'a providing Services to such Member County. Caremark will not
provide Services to Member County price to the receipt of the Member County's execution of the Member County
Agreement
1. STATEMENT OF SERVICES/OBLIGATIONS.
1.1 Sinless. Caremark will provide Member County the services as set forth in this Section 1, and the
services described in any attachment, addend=or'madmen hereto(collectively the"Services"). Caremark may
make change'to the Services from time to time so long as such changes do not materially alter any of the provisions of
this Agreement
1.2 Participating Pharmacies. Caremark her anted a network of Participating Pharmacies,which will
perform phsnacy services for Participant
1.3 Pharmacy Help Desk and Voice Response Unit Care®sk will provide Participating Pharmacies
with help desk assistance and access to C aremark's voice response unit during Caremark's hours of operation.
1.4 Claims Processing.
a. Submlselon of Claims Caremark will adjudicate Claims submitted by Participating
Pharmacies to Caremark is acardsnee with the Participating Pharmacy's agreement with Caremark and the
Consumer Card Program
b. Collection at Point of Sale. Customer and Member County acknowledge that Participating
Pharmacies will collect from the Participant one hundred percent(100%)of the applicable prescription price,
discounted at the rates set forth on Exhibit B as applicable,plus a transertion fee from the Participant
1.5 Customer Serf-lee. C remark wN make available to Customer,Member Canty and Participants a
toll free number during those bums of operation maintained by Caremark. Staff will be available to.mover
question an the Consumer Card Program and Consumer Card Program guideline'.
1.6 ldentifleatIon Cards. Caremark will,at its own cos,produce identification cards for Participants,
which commis Member County's and Customer's logo(s). Identification cards will be available to any
individual the Member County or Customer deem appropriate. Caremark will work with Member County on
the distribution method for identification cards;provided,however if Member County requests that Caremark
mail the identification cards to Members,postage and handling charges will apply. The Participant shall be
responsible for paying for any prescriptions obtained while using the identification card.
1.7 Clinical Services and Drug Utilization Review("DUE").
a. Clinical Services. Caremark may provide to Member County Its member compliance
programs end other programs designed to ensure proper drug utilization and encourage the we of cost-effective
medications. These programs may include mailings to Participant'with active prescriptions for targeted drug
NACP t4r3Aue(tarmq la,Cahal Pool one
This document contains ptoprimry inromotion oremanut,ad nay not be used for any repass other than to mallow antenna into a nletionahip
with Cuemerh.nor may it be dupliaad or disclosed to oleo ref any purport
2011-1426
products or drug classes or to let Puticipentr know that they may qualify for participation in a clinical trial
Ingram. Such railings nay include Participant and drug specific information and/or general educational
material. Participants,by notifying Caremark,may opt-out of such programs.
b. DUR Services. Caremark will provide its automated concurrent DUR Services for China.
The information generated in connection with DUR Services is amended ss an economical supplement to,and
not e a substitute for,the knowledge,expertise,skill,and judgment of physicians,pharmacists,or other health
care providers in providing patient care. Provider,are individually responsible fa acting or not acting upon
iuformtino generated and transmitted through the DUR Services, end far performing services in each
jurisdiction consistent with the scope of their licenses. Notwithstanding anything set forth in this Agreement,
Caremark will have no obligation to acquire Information concerning any Participant beyond the information
that is included in Caremark's eligibility records or the Claims submitted by Participating Pharmacies in
connection with the Consumer Card Propam.
is Formulary Services. Caremark will administer an open fa®Lry Sr the Member County and will
provide certain Services that are designed to provide useful clinical information to physicians (the "Formulary
Services"). Caremark may make changes to the Formulary Services described in this Agreement from time to time,and
will notify Member County and Customer of any material changes to my formulary management programs. In all
cases,the prescribing physician shall have final authority over the drug that is prescribed to the Participant
a. Rebate Contracts. Caremark contracts with certain Maaufctmers for Rebate programs.
b Disclaim of Manufacturer Fen. Caremark may receive feel or other compeiatlon from
Manufacturers,including,without limitation,sdmiaismtive fees not exceeding three percent of the aggregate
cost of the pharmaceutical products dispensed to participants, and feel for property provided or services
rendered to a Manufaenner(which may Include providing physicians clinical massages coma=with the
Performance Drug List, el defined below). Caremask's specialty pharmacies may also receive fees from
Mamrf tit ers for products and services provided. In addition, Caremerk'a mail order and specialty
pharmacies may negotiate on their on behalf directly with Maafnmoen for discounts, including rotated
discounts based on market share or other factors. The term Rebate as used hi this Agreement does not include
these fees and discounts which belong exclusively to Ceramic or Caremark's mall order or specialty
pinnacles,respectively.
a Participant Anlheriatlo=and Dleciosasa Customer and Member County shall comply
with all Laws applicable to it enamor of the Services or as otherwise consistent with its obligations under
this Agreement
d Additions! Participant Diseomts. Caremark may provide a program that will provide
Participants with additional mannhctuer discounts on certain drugs at the point of sale. From time to time,
Caemerk may revise the list of drugs that have additional participant dlacoma. The current list of drugs on
which Participants may receive additional discounts is available upon request Caremark will timely notify
Member County and Customer of any revisions to this list of drugs.
1.9 Management Reports. Caremark will provide Member County and Customer with Cuemark'a
standard management reports in connection with the Services, which reports may change from time to time at
Caremark', discretion. Member County and Customer may elect to receive a resemble number of the sandard
management reports made available by Caremark
1.10 Man Service Program. Caremark may provide to Member County mail order pharmacy services
through its mail order pharmacy facilities. For the duration of this Agreement,Member County agree.that it will offer
only Caremark mail order pharmacy services for its Participants covered under this Agreement, as Nether described
below.
Caremark shall fill prescriptions for Participants and shall mail such drugs or medications to such Participants subject to
the following terms and conditions:
NACo k4vIdo (d/2/NI)IaaCLlal Per r oils
This document cookie proprlamry infoauean of aremek and trey not be wed for any purpose other than to avaham enuring Into a etadwuhlp
with Cmnnerk,nor nay it be duplicated a disclosed to aeon(a wry papose.
a. Dlstibutioa of Information. Caremark shall provide Participants with its standard
informational material explaining the nail service and the forma n ceaary for Participate to utilize mail
service. Participants will have toll-free telephone access to a pharmacist and customer service representative,
Access to a pharmacist will be available 24 hours per day,seven days per week.
b. Delivery and Dispeadag. Caremark shall dispense through its mail service pharmacy new
or refill prescription orders upon receipt from a Participant of(I)a valid prescription order or a completed refill
order form and(ii)the applicable payment Caremark shall cause the filled prescriptions to be mailed to each
Participant via conmon carrier at the address appearing on the face of the prescription so long u such
addresses are in the United States. Caremark shell not be liable to Member County,Customer or Participant
for any delay in delivery resulting from circumflexes beyond Caremrk's control as set forth in Section 62.
Caremark's mail order pharmacies may dispense drugs even if the prescription is not accompanied by the
correct amount however,Member County and Cunene sekoowkap and agree that Caremrk may muse to
fill any prescription that is either not accompanied by the correct srmt and/or for any Participant who has en
unpaid balance with Caremdc.
1.11 Preferred Drug Preplan. Caremark and the retail Participating Pharmacies will work together to
encourage the use of Preferred Dugs by®Identifying sppmpiate opportonit es for converting a prescription from a
non-Preferred Drug to a Preferred Drug, and(h) creaming the Participant and the prescriber to request that the
prescription be changed to the Preferred Dreg. A Preferred Drug is one on the Performance Dug List,which has been
developed by Caremark as a clinically appropriate and economically sdranageoua subset of the Caremark Formulary,
as revised by Caremak from time to time.
1.12 Specialty Pharmacy. Caremak's specialty ply service will be provided by a Caremark
specialty pharmacy entity or its Wiliam("Caremark SpedsltyRs'), and offea a distribution channel for certain
pharmaceutical products that are generally biotechnological in atone, nee given by injection, or otherwise require
special handling("Specialty Medleadou").
Caremark SpecialtyRx shall provide prescription lblfrllment and distribution of Specialty Medications and supplies.
pharmaceutical can management services,sawn as the types of Service that Member County receives under this
Apeemr,including but not limited to customer services,utilization and clinical management,Integrated reporting and
Claire processing C'Spedakyli Senies')•
Caremark SpeelehyRx may receive prescriptions from Participants through an Mimed Caremark mail facility or
directly via the U.S. hdall or commercial amnia at the address specified by Caremark from time to time and my also
receive prescriptions from physicians by fax or by U.S.Me lloo®erckl carrier, In accordance with the Consumer
Card Program;Caremark SpecialtyRx shall dispense Covered Items in accordance with those prescriptions and nail the
Covered Item to Participants at the designated address, so long as such address is located within the United States.
Caremark SpecialtyRx may not dispense drugs to Pafieipam who fail to submit the correct payment with them
prescripticf
Carenark SpecialtyRx pharmaceutical care management services include but may not be limited to:(1)patient profiling
focusing on the appropriateness of Specialty Medication therapy and care and the prevention of drug-thug interaction.;
(2) patient education materials; end (3) disease management and compliance programs with respect to Specialty
Medications. As part of these services,Participate will be asked to participate in various surveys.
Caremark will provide Member County and Customer with a list of the Specialty Medications and their corresponding
rates(which may vary from Network Rates)upon request. Routine supplies(needles, syringes, alcohol swabs) In a
sufficient quantity will be included at no additional expense.
NACo ke-vJAoc(S/2/005) hee)of le
This document contains prcprleory Information of Cseu,tt sad ray not be used for any purpose etc,that as cretin mitring lain a ntatlmrWp
with Carenerk,nos nwy;r be duplicated or disclosed to ahwt far arty peyote.
2. FEES AND PAYMENT.
2.1 Fem. The pasties agree tham, in lieu of billing Member County a "pa Claim" fee for Services,
Caremark shall retain 100%of the Rebates as reasonable compensation far the Services. Customer and Member
County understand and agree that neither they nor any Participant will share in the Rebate monies collected from
ManufaeMen by Caremark.
22 Remedies. In the event Member County or Costumer seems any fee,as identified In Exhibit B,it will
pay Caremark such fees as reasonable campansation. In the event any such fess apply and Member County or
Customer Mlle to pay Career by the due date any amount owing, Camnark,after noting a reasonable effort to
collect end epos notice to such Member County cc Customer may,in.ddidon to its remedies under this Apeemea4 it
Law or in equity,do any or all of the following:(i)suspend performance of any or all of(aenark's obligations under
or in connection with this Agreement with respect to such Member County or Customer, meiadlns Caremask's
obligation to process Claims or(ti)eat off against any amounts payable to suck Member County or Cater by any
amounts due Caremark from such Member County or Customer.
23 Pricing Changes. After the Initial Term of this Agreement,as set forth to Section 7.1,Caremerk may
change the fees applicable to the Consumer Card Pima Caremark will give Customer sixty days'written notice of
any change, and such change will take effect on the fiat day of the month Mowing the sixty-day notice period.
Customer may object to an increase In fees by providing written notice to Caremark at least thirty days before the
expiration of the sixty-day notice period. If the parties cannot agree on an appropriate fee, this Agreement will
terminate at the end of the sixty-day notice period. If Customer does sot timely object,Customer will have so right to
terminate this Agreement based on the pricing change.
3. CUSTOMER AND MEMBER COUNTY OBLIGATIONS.
3.1 Marketing Materials The parties epee to use only those marketing brochures and other advents
materials pertaining to Customer's Coma Card Program(in any media including, but not limited to, written
communicstiooa,verbal co®ications end web based marketing)that have been approved by the other. Member
County and Customer further epee that they will communicate such requiements to its clients or group and will
ensure that sorb clients or groups comply with the tegoiements of this Section 3.1, C renask nay terminate this
Agreement immediately in the avast Member County or Customer falls to comply with the prevision of dde Section
3.1.
Caremark will provide its standard marketing bracken,advertising materials and mail order form,as applicable,to
Member County at no cost. Caremark will work with and support each Member County S marketing the Consumer
Card Program at no cost. If the cost associated with providing mob malerWs is det iuinsd by Caremark to be
uaroesonable or excessive,Member County shall pay for the costs of iha materials at a rote to be mnmaly agreed to by
the parties in writing. If Member County elects to are customized beochmes or advertising materials(in any medium,
including but not limited to written comammicatiom, verbal emanations and web based marketing) Member
County will(i obtain Caremark's approval on such forms,and(II)pay t reasonable charge,as established by Caremark.
for such materiels if created or provided by Caremark.
32 Support of Consumer Card Program. Customer will recommend and support the Consumer Card
Program in accordance with the tams of this Apeement
4. USE OF AND ACCESS TO INFORMATION.
4.1 Use of Participant Information Caremark Customer end Member County may use, disclose,
reproduce or adapt information obtained in connection with this Anemone,including Claims("Claims Information")
as well es Eligibility Information, in any mama they deem appropriate, except that each party and its agents,
employees end contractors shall maintain the confidentiality of this information to the extent required by applicable
Law,and may not use the information in any way prohibited by Law. Any work,compilation,processes or inventions
developed by Caremark Customer, Member County or their respective agents, employees or contractors, is deemed
Confidential Information of such party under this Agreement.
NACo tbv3.doo pat/OE IRaCtslel Pon a o(14
TN.document COMBS praplaey infamedn of Cunk,and nay not be urd for any purpose oar then b mluet enuring into a roletim,hlp
with Cam, k,nor troy It be duplicated or disclosed to odium for any purpose.
42 Right to Audit Rebates. automat,at is sole expense,may audit a reasonable sample of records
directly related to Customer's Rebates once in each twelve-month period(following sixty(60)days written notice to
Caremark). Such records shall be limited to information necessary for validating the scan=of the Rebate amounts
distributed to Member County by Caremark. The petite ague that an independent third-party auditor agreeable to
Customer and Caremark shall conduct such au*and that such firm will sign a Caremark confidentiality'Deem=
ensuring that all details sod terms of all Mamnccnuer Rebate ecnhscb with Caremark (except the total aggregate
amount due to Customer)will be treated as confidential to Caremark and will not be iterated in any meter or form by
or to any person or entity. Furthermore,such audit shall be conducted st Caremark's office where such records are
located, during =mat business hours, without=due interference with business activities, and in accordance with
reasonable audit procedures.
S. CONFIDENTIALITY AND INTELLECTUAL PROPERTY.
5.1 Confidential and Proprietary Informatisa. In connection with this Apeemem,each party may
disclose to the other party cabin propriety a confidential Winded and business informadoa, databases, trade
secrets,and®ovations belonging to the disclosing party("Confidential Information"),the value of which might be
lost if the propriety nature or confidentiality of such Confidential Intonation is not maintained For the purposes of
this Section,the mate=of this Agreement and of any exhbita,amendments,or=deeds attached hereto are deemed
Confidential Information. Furthermore, any work, compilation, prawns or inventions developed by Caremark,
Member County or Customer,or their respective spats,employees or contractors,is deemed Confidential Information
of such party under this Agreement Notwithstanding the foregoing.Confidential Informed=nay be disclosed by
Member County in response to.a request rode pursuant to the Member County's applicable Mb Public Records Law,
insofar as disclosure is required by that Law. Member County shall provide Cuomo*with(I)notice of its tent to
disclose Confidential Information and(ii)an opportunity for Caremark to object to such disclosure in accordance with
Law.
5.2 Non-Dbdasore of Confidential Information. The parties will not(except to the extent expressly
authorized by this Agreement)disclose Confidential Information of any other to anyone outside of Caremark,Member
County or Customer, nor will they copy or reproduce any Cootidsatlal Information of mother unless erprady
authorized to do.so by such party in wdtlng. Each patty will disclose Confidential lofwatiw of another only to ib
empioyca who baw a need to know the Confidential Information In order to scconpl sb the purpose of this Agreement
and who(i)have been informed of the canfide"W and propriety astute of the Canfulential Intimation,SOD have
speed not to disclose it to others. In order to preserve and protect the confidential or propriety nature of any
Confidential Information and to prevent It from Wing into the public domain or into the posed=of prams not
bound to maintain its confidentiality,each party will handle the Confidential Information of any other party with the
sane degree of care that it applies with respect to ib own information that it considers as confidential and proprietary,
but in no event with less than reasonable care.
53 Exceptions and Permitted Disclosures. The receiving party of Confidential'donation will not be
liable for any disclosure or use of Confidential lotoiamtion which is publicly available or later became publicly
available other than through a breach of this Agreement or if the Confidential Information is shown by written
documentation to be town to the receiving party on the date of execution of this Agreement having been received
from a sontce(other than a party to this Agreement)that bad the right to disclose the Confidential Information.
5.4 Subpoena. Confidential Inffommadon may be disclosed pursuant to a bona Me subpoena if the party
receiving the bona Me subpoena has given the other party prompt written notice of receipt of the subpoena so that the
other party can object or otherwise intervene as it deem proper.
55 Return or Destruction of Information. All Confidential Information will rennin the property of the
disclosing party,and the receiving party will return all written or tangible metMals,and all copies thereof,emon request
of the disclosing party. If and to the extent fewble,upon terminal=of this Agreement,Carrara*will destroy or will
return to Member County or Custom all PHI obtained pursuant to this Agreement and shall retain no copies thereof;
provided however, that if such return or destruction is not reasonably Mille, the provisions of Section 4 of this
Agreement shall continue to apply to such information after the termination hereof.
5.6 Proprietary to Caremark. Member County and Customer acknowledge that the Formulary Is
NACo k4r).doe(r/UNt)IraOdal Puente IS
nip document contains pormary Information of Caaeark,sad nay not used fen any purpose ohm tie to ornate mural Nora rehdwuhip
with earmark.nor may it be duplicated or disclosed to cows for say puepas.
proprietary to Caremark Further, all Caremark databases, as well as the software, hard coding, and logic used to
generate the compilations of information contained in Caremsk's Citing adjudication system and in all other database,
developed by Caremark a its designees in connection with performing Services Studing identiffas assigned by
Caremark,and the format of all reports,printouts,and copies them from and any prior and fame version'thereof by
any name,are the property of Caremark and are protected by copyright which shall be owned by Caremark
5.7 Tradenames; Trademark'; and Service Marks. None of the parties hereto may use any
mdenurcs,trademarks or service marks of another,many word or symbol likely to be confused with such tradeoamu,
trademarks or service marks,Sea authorized in writing or as expressly permitted by this APB.
SA Remedies. Any unauthorized disclosure or use of Confidential Information would cause Caremark,
Member County or Customer immediate and irreparable injury a loss that cannot be adequately conpenuted with
minty damages. Accordingly, if any party hereto 6111 to comply with this Section 5,the otha(s)will be entitled to
specific performance including immediate issuance of a temporary restraining order or preliminary Injunction enforcing
this Agreement,and to judgment for damages(including reasonable attorneys'fees)caused by the breach,and to any
other remedies provided by Law.
6. LIMITATION OF LIABILITY;COMPLIANCE WITH LAW.
6.1 Warranty. This Agreement is not a contract for the sale of goods. Caremark will perform the
Services in a good and workmanlike mama is accordance with the customs,practices,and standards of providers
skilled in the industry. EXCEPT AS WARRANTED IN 'THIS SECTION 6.1, CAREMARK DISCLAIMS ALL
EXPRESS AND ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING THE SUITABILITY FOR ANY
PARTICULAR PURPOSE OF THE DATA GENERATED THROUGH THE CAREMARK SYSTEM. CAREMARK
RELIES ON FIRST DATABANK,MEDISPAN,OR INDUSTRY COMPARABLE DATABASES IN PROVIDING
CUSTOMER, MEMBER COUNTY AND PARTICIPANTS WITH DRUG UTILIZATION REVIEW SERVICES.
CAREMARK HAS UTILIZED DUB DILIGENCE IN COLLECTINO AND REPORTING THE INFORMATION
CONTAINED IN THE DATABASES AND HAS OBTAINED SUCH INFORMATION FROM SOURCES
BELIEVED TO BE RELIABLE. CAREMARK, HOWEVER, DOES NOT WARRANT THE ACCURACY OF
REPORTS,ALERTS,CODES,PRICES,OR OTHER DATA CONTAINED IN THE DATABASES.THE CLINICAL
INFORMATION CONTAINED IN THE DATABASES AND TEE FORMULARY IS INTENDED AS A
SUPPLEMENT TO, AND NOT A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL, AND
JUDGMENT OF PHYSICIANS,PHARMACISTS,OR OTHER HEALTH-CARE PROFESSIONALS INVOLVED IN
PARTICIPANTS CARE. THE ABSENCE OF A WARNING FOR A GIVEN DRUG OR DRUG COMBINATION
SHALL NOT BE CONSTRUED TO INDICATE THAT T E DRUG OR DRUG COMBINATION IS SAFE,
APPROPRIATE OR EFFECTIVE FOR ANY PARTICIPANT. CAREMARK DOES NOT WARRANT THAT ITS
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
6.2 Fora Majeure. Except for the payment obligations art forth to Section 2 of this Agreement, the
parties are excused(tom performance under this Agreement to the exam that a party is prevented from performing any
obligation,in whole or in part,as a malt of causes beyond its reasonable control, including,acts of God, war,civil
disturbance, court order,governmental intervention, Change in Law,nonperformance by the other party or any third
party,failures or fluctuations in electrical power,hat,light,air conditioning,or telecoranamicatiou equipment Any
nonpafomnsnce under this Section 6.2 will not constitute a default a a ground for termination of this Agreement
6.3 Indemnity, To the extent permitted by applicable Law applicable to Customer and each Member
County, Customer and Member County shall indemnify and hold harmless Carerark and its officers, director.,
employees, agents, successors, and assigns("Caremark Indeamitees') for, from and against any damages, costs, or
attorney's fen, actually incurred by Caremak or a Caremark hde®itee, as the result of a third party claim that
Customer or Member County, its officer',directors,employees,agents,successors,or assigns acted with negligence,
wilIMly, and/or in violation of applicable standards of care, provided that the Caremuh Indemniee has acted in a
manner that is consistent with this Ace..""..nt, the Consumer Card Program and applicable standards of care. The
foregoing indemnification shall not apply and shall not be enforceable to the extent any applicable Law prohibits a
Member County from providing such indemnification. To the extent permitted by applicable Law, Caremark shall
indemnify and hold harmless Member County,Customer and their officers,directors,employees,agents, successors,
and assigns(collectively"Customer Indenmitees")for,from and against any damages,costs,or attorney's fees,actually
NACo k4-v]Aa(5 al lxaclaUy Eye 6 of 14
This document contetes proprietary hacerratim of Cremvk.and my not be used for any prpcac other than b evalwu marina into a retaeonsbip
with Cvsn ark,nor prey it be duplicated or disclosed to others far any purpose.
incurred by any Customer lndennitee, as the result of a third party claim the Caremark, its officers, directors,
employees,agent,successors,or assigns acted with negligence,wifMly,aad/o in violation of applicable standards of
care,provided that the Customer ladeamitee has acted b a nuns that is consistent with this Agreement,the Consumer
Card Program and applicable standards of can. However,nothing in this Agreement is to be construed as a waiver of
govmmmental fmmmtty as offered by the court at mu law.
6.4 Compliance with Law. Customer end Member County will comply with all Laws applicable to its
prescription drug benefit pap Shading without limitation insurance licensing,antitrust,coos®er protection,and my
other Laws that may apply. Caremark has no responsibility to advise Member County or Customer about the
applicability of or compliance with any applicable Law including,without limitation,HIPAA,the Employee Retirement
Income Security Act,or the Americans with Disabilities Act.
Caremark will comply with all Laws applicable to it sad to the Services it provides under this Agreement. Member
County and Customer have no responsibility to advise Caremnk regarding its compliance with any applicable Law.
Effective as of September 8,2005,each party certifies that it shall not violate the federal anti-kickback State,set forth
at 42 U.S.C. 4 1320s-7b(b)('Amt-Kickback Statute'),or the federal "Stark Law," set fox*at 42 U.S.C. ; 1395m
('Stalk law'),with respect to the performance of its obligations under this Agreement. Further,Casemsrk shall ensure
that individuals meeting the definition of"Covered Persons' (u such term is defined in the Corporate Integrity
Agreement between the Office of Spector General of the Deportment of Health and Haman Services and
AdvmcePCS) shall comply with Cuemak's Compliance Program, including training Sated to the And-Kickback
Statute and the Stark Law. In addition,Caremak's Code of Conduct and policies and procedures on the Anti-Kickback
Statute and Stark Law may be accessed at bsj//www.caremark.comrwmlomaY sJ 43/33707ma"CMS-2 007164.
63 Change in Law. The patio will attempt to equitably sd}aet the terms of this Agreement to take into
account any Change in Law or any material change In droll industry practice that materially alien the rights or
obligation.of either pay under this Agreement If the parties are unable to agree upon an equitable adjustment within
sixty days after either party notifies the other of such*Change in Law or material change in thug industry practice,this
Agreement will automatically terminate.
6.6 I.lmltatlons. ha no evert shall either panty be liable to the other petty,nor shall Caremark be liable to
any Participant for any indirect, special, or consequential damages or lost profit, arising nun of or related to
performance of this Agreement or a breach of this Agreement even if advised of the possibility of such damages or lost
profits.
Carenurk does not direct or exercise any control over the professional judgment exercised by any pharmacist in
dispensing prescriptions or otherwise providing pharmaceutical related services at a Participating Pharmacy.
Pasticipattog Phnmseies are independent convects,not subcontractors or agents of Caemak, and Oareunark shall
have no liability to Member County or Customer for a claim arising out of any act or omission of any Participating
Pharmacy or its agents or employees.
Caremark shall be entitled to rely on First Data ES,Medi-Span or any other nationally available reporting service of
pharmaceutical prices selected by Caremark to determine AWP for purposes of establishing the pricing provided to
Customer under this Agreement Customer acknowledges that Caremark does not establish AWP,and Caremark shall
have no liability to Customer arising from the use of First Databank, MedlSpen or any other nationally available
reporting service. Customer acknowledges that if the reporting smuts for determining Customer's AWP should not
continue to support AWP,Customer shall cooperate with Caremark to negotiate rho prieag hereunder to maintain the
parties'respective economic position under this Agreement as of the Effective Date.
7. TERM AND TERMINATION OF AGREEMENT.
7.1 Term. This Agreement is for an initial term of three years from the Effective Date,through May 14,
2011,(the"Initial Tern"),and will automatically continue in effect for scathe one year tams thereafter,subject to
the remaining provisions of this Section.
7.2 Termination. This Agreement may be terminated as follows:
NACo k4-4.00C WAN)!Itsailml Pap 7 of 14
This docunrnt amain proprieory lafannnm of Cuenerk,sad nay nor be used(nay pavan our than a salad.erns ma I rsaamoa,
with Cwaata,na n y It be dupllwad w disclosed to ours for aey pupate.
a. By any party,with or without core,at the end of the Initial Term or any renewal tenon,by
giving written notice to the others at least 60 days prior to the end of such Initial Term or renewal term;
b. Automatically,if die parties are unable to agree on an equitable adjustment under Section 6.5
of this Agreement
e. By any party if another materially defaults in its performance of this Agreement and such
default continues without cure for a period of sixty days after the terminating party provides written notice to
the defaulting party specifying the mane of the defoult;
d. By any paw', at Its option, if any court, or governmental or regulatory agency issues to
another party an order or finding of impairment or insolvency,or en order to cease and desist from writing
business. The party receiving notice of an order or fording must provide the When written notice within two
business days of resin
e. By any party If another putt'. (i)makes an assignment for the benefit of creditors;(ii)has a
petition filed(whether voluntary or invohmtary)under Title II of the United Stites Cods,or any other similar
statute now or hereafter in effect Oil)has a receiver,custodian,consevator,or trustee appointed with sespect
to all or a substeotiel part of its papery;or(iv)has a proceeding commenced against it which aubstentially
impair performance hammder,or
f. By Caremerk,immediately on written notice to Member County or Customer,if(i) either
fails to comply with the provisions of Section 3.1 or this Agreement,or(ii)Caranark determines, in its sole
discretion that Member County or Castoma•s program may not fully comply vas all applicable Laws,
73 Effect of Termination and Sunlva4
Sections 4, 5 end 6 of this Agreement, and obligations arising under this Agreement prior to the
effective date of any termination,will survive termination.
8. NOTICES.
All notices under this Agreement must be in writing,delivered io person sent by certified mail,delivered by air courier,
or transmitted by facsimile and confirmed in writing(by aft courier a certified mail)to a party at the facsimile numbs
and address shown in this Agreement A party nosy tatty the other party of any changes in the listed address or
rectitude number in accordance with the previa=of this Section.All notices are effective upon receipt
Notices to Caemerk mint be addressed as follows:
Vice President,Client Contract Services
Caremark Inc.
2211 Sanders Road,NBT9
Northbrook IL 60062
Fax No.:847-559-4302
With a copy to:
Managing Counsel,Client and Account Services
Cercmuk Inc.
2211 Sanders Road,NBT9
Northbrook,IL 60062
Fax No.:847-559-4879
Notices to Customer must be addressed as follows:
National Association of Counties
NACo It4g4a(9NAt)tRaCYtnl Pans of 14
This documeu contains popbtary intimation orCaneeaek,and may not be used for cry ppose other tun to evalus entering Into a relatlatshlp
with Cens,ndm.nor mey It be duplicated or disease to oaten he any purpose.
Attic Mr.Andrew Ooldschmidt,Director,Membership Marketing
25 Massschosens Ave,NW St 500
Washington DC 20001
Fax No.:(202)393-2630
9, MISCELLANEOUS.
9.1 Entire Agreement; Interpretation; Amendment; Counterparts. This Agreement (including
cabbies, schedules, attachments, or any addeodom to this Agreement) constitutes the entire understanding and
obligation of the parties with respect to the Services and supersedes any prior agreements,writings,or undermodings,
whether oral or written. The headings in this Agreement am used ally for immanence of left:ream and do not affect
the meaning or interpretation of any provision The pastes may amend this Ayrnemed only though a properly
executed writing authorized by both parties. This Agreement may be executed in several counterparts,all of which
taken together comGime a single agreement between the parties.
9.2 Binding Effect; Assignment. This Agreement is binding on the parties and their respective
successors and permitted assigns. None of the panes my assign this Agreement,in whole a in pert,without the prim
written consent of the others(which consent will not be umeasmably withheld);except that Ce mark nay wigs this
Arameat,in whole a m pat,to my entity that controls,is controlled by,or is under=moo control with Camrk.
93 Independent Centraeton Third Parties. The pates to this Agreement are independent contrition,
end have no other legal relationship under or in comedies with this Agreement. No term a provision of this
Agreement is for the benefit of any person who in not a party hereto(including,without limitation,any Pseticipant or
bunker),and no such party will have any right or cause of motion hereunder.
9.4 Waivers. Any&ihne by a party to comply with any covenant,agreement,or condition herein or in
any other agreements or Mumma executed and delivered hereunder may be waived in writing by the party in whose
tkvor such obligation or condition nuns; except that failure to insist upon strict compliance with any such covenant,
agreement,or condition will not operate as a waiver of,or estoppel with respect to,any subsequent or other failure.
9J Seve ability. In the event any term a provision of this Agreement is declared to be invalid or illegal
for any reason,this Agreement will remain in till face and effect and will be interpreted as though such invalid or
illegal provision were enema of this Agreement The remaining provisions will be construed to preserve the intent
and purpose of this Agrnemeat and the pates will negotiate in good faith to modify any invalidated provisions to
preserve each party's anticipated benefits.
9.6 Enforcement Cosa. U any pasty hereto Institutes an action or proceeding to enforce any rights
arising under this Agreement,the pasty prevailing in such action or proceeding will be paid all reasonable summer'
fees and cons to enforce such rights by the other pasty,such fees and coats to be set by the court,not by a jury.and to
be included in the judgment entered in such proceeding.
9.7 Authority. Each party represents and warrants that it has the necessary power and authority to enter
into this Agreement and to consummate the transactions contemplated by this Agreement.
9.3 Exclusivity. Member County and Customer hereby gnat Caremerk during the term of this
Agreement,and my renewals bereef the exclusive right to provide a Consumer Card Progress to Member County end
Customer. This exclusive right is solely applicable to Participants designated by Member County as eligible for the
Membes County's discount consumer card program and shall not affect any other benefits or programs provided to
Participants by Member County.Member County and Customer Maher agree that,during the term of this Agreement
and any renewals hereof, it will not negotiate, contact or agree with any drug manufacturer for the purpose of
obtaining Rebates or other discounts related to Participants under this Agreement Member County end Customer also
agree to cancel any existing agreements or contracts with any drug manufacturers related to such drug Rebates or
discounts as of the Effective Date of this Agreemnt. In the event of a breech of this Section by Member County or
Customer,Caremark may terminate this Agreement By entering into this Agreement Customer does not endorse,and
Caremark will not represent Customer's endorsement of any other programs or services which Caremark nay offer to a
Member County or Participant.
NACo k4.v39oc(YLRa)InsCldal paye9orle
This document contains pmwrist.ry ids nntiat ofCa ctrk,and any not be used for any pawpaw We nun n evaluate Meting into a relationship
with Caremark,nor may it be duplicated or dislmd to others for any puma
9.9 Drug ClueManion and Prlebsg. Cumuli shall use the indicators of Medi-Span Master Drug
Database(Medi-Span), and their associated files,as updated regularly by Medi-Span,or mother nationally available
reporting service of pharmaceutical drug information in detaadnto*the classification of drugs(e.g.legend vs.over the
counter,brand vs.generic,single-source vs.multi-source) for purposes of this Agreement
9.10 Customer Sppeelfie Programing. Upon request by the Customer for services or changes to
Services that require customized programming or systems work, Caremark wiliest ate the time Ind cost for
completion of such work. If Customer authorizes Caremark to perform such work, it will pay Caremark the cost of
performing such work at the established programming rata
10. DEFINITIONS. The following tams and phrases,when capitalized,have the meanings set forth below.
a. "AWP"mesas the average wholesale price of the drug dispensed as set forth in the latest edition of
the First DmBank Blue Book(with supplements),the Medi-Span Prescription Pricing Guide(with supplemems)or any
other similar nationally recognized reference island by Caremark.
b. "Change In Law"means any(u)champ in or adoption of any Law,(II)change in the judicial or
administrative interpretation of any law, or (iii)change is the enforcement of any Law, occurring alter the date
Customer is implemented of the Effective Date,whichever is earlier.
e. "Clalm(s)"mein those cairns processed through the Caremark on-lima claims adjudication system or
otherwise aammlteed or processed in accordance with the teas of this Agreement in connection with the Consumer
Cud Program.
d. "Covered Items"mein the prescription drug benefits for which Participants are eligible paean!to
Member County's dug benefit plan.
e. "Law"means any fedaa4 rate,local a other conatlmdon,charter,act,statute,law,ordinance,code,
rule,reguladon,order,specified standards or objective criteria contained in any applicable permit or approval,or other
legislative or admidatndve action of the United Stated of America,or any sate or any agency,department,authority,
polio cal subdivision or other instrumentality thereof or a decree orjudgment or order of a coat
t "Manufacturer"mesa a pharmsaudnl company that has contracted with Caremark(or in affiliate
or agent)to offer discerns for pharmaceutical products in connection with Cuemerk's Formulary Services.
g. "Maximum Allowable Coat (MAC)" means the then current maximum allowable cost for a
prescription drug lilted as a drug available from moss than one Manufacturer in Caremerk'a pharmaceutical MAC
pricing formula,including but not limited to formulas utilizing the Medi-Span Master Aug Pricing Source or First Data
Bank.
h. "Participant" means an individual designated by Member County as eligible for Covered Item
under the term of the Consumer Card Program.
I "Parikipatlag Pharmacy"memo a pharmacy that has agreed to provide certain pkamscy savien
to Participants in accordance with the terms of its agreement with Caremark. A list of Participating Pharrmciea can be
accessed via Carerrark's Internet websits,which is subject to change from time to dine.
)• "Itebata(s)"means, for any period,all rebates,reimbursements,or other discounts received under a
pharmaceutical manufacturer's discount program with respect to pharmaceutical products dispensed to a Participant
under the Consumer Card Program for such period.
NACU k4.yJaoe(SR/.bi)InsClslel hye leo(14
Tine decanmt contains p,Upietsry iafomatian of Commit,and mey rot be acrd far any papaw Wier than to evaluate entering into a nttiauship
with Cannot,nor my It be duplicated err disclosed to atlas for my papaw.
IN WITNESS WHEREOF,the parties have armed this Agreement to be executed by their respective duly authorized
offices or agents as of the date first above written:
CAREMARKPCS HEALTH,L.P.
NATIONAL ASSOCIATION OF COUNTIES By;CaremarkPCS Health Systems,LLC,
Its General Partner
By:. I
—
1y{yr c.Nuke pp
Tide:Executive Director Tide:5Pntor V ?, Updtr4Pf1DflAi••—t
Date: ,S 7-c Date: 5-2 6 -o /
NACo k4-.).dos(d/yMM)Iuatltml Palen of Id
This doormen casaba pomintuy infosnntin VVCoemak,and may not be mild fa wry p apse cow Nate mink aril into a rend aNp
with Coonrk,nor nay It be duplicated a disclosed a oaten Min),porpac.
EXHIBIT B
•
National Association of Counties
Effective the later of May IS,2008 or within JO days of Caremark's receipt of this executed Averment.
Subject to the terms and conditions of this Agreement,Program Participants utilizing the Program shall receive from the
Participating Pharmacies the discounts set forth below. Customer Specific Programing or additional services not
identified herein will be quoted upon Customer request.
Program Participants will receive an average 22% discount on their prescription drug transactions when
prescriptions are purchased at a Participating retail pharmacy,a Caremark Mail or a Caremark SpecialtyRx pharmacy as
compared to the pharmacy's aggregate usual and customary price (the cash paying customer price). Program
Participants will not pay more for a prescription drug it ametion by using the Program There will be prescription drug
transactions under this program that will be priced at the pharmacy's usual and customary prize when that price is equal
to or tome Saveable to their contractual discount rate with Caremark
Prices may vary in certain areas for reasons each as local legal requirements,geographic location,specialized
manufacturer processes, limited availability,extraordinary shipping requirements or other factors beyond Caremark.'
control. Participating Pharmacies shall collect from the Program Participant all applicable tsxee for covered items,and
Caremark is not liable for the payment of applicable taxes. Cammsak does not guarantee Participant savings; the
estimate set forth above is based upon anticipated pharmacy network performance.All claims may be aggregated for
purposes of determining the actual average discount rate. Actual discount rates may very by drug, Participating
Pharmacy,Caremark Mail Pharmacy and Caremark SpecWtyRx Pliamacy.Certain nil,mail,and Specialty claims
may be excluded from these rant,including but not limbed to Claims for select loJecable drugs and select oral drugs
that are bio-technical in nature,compound drugs,and those requiring special handling.
NACo ke-v3.dao(Sant)fRsCLlel Pap!Yale
Thies document contains proprietary information of Carmwe,end nay not be toed for any purpose other than to valuate meting into a nIaiaWip
with Caremark,nor nay it be duplicated or diaelseed b others for soy purpose.
swan
CAREMARKPCS HEALTH,L.P.
NATIONAL ASSOCIATION OF COUNTIES
MANAGED PHARMACY BENEFIT SERVICES AGREEMENT
FOR MEMBER COUNTY
This Managed?hammy Benefit Services Agreement for Member Canty effective p r \ 1 2 o
is entered into by yid re between C xnhh,LP.("Caremark")and Le)e Chun
fie)eon '
("Member County"). Reference Is hereby made to the Managed?hammy Beaefe Services Agreement Comma
Card Program dated as of May 15,2008(the"Agreemeet")arming National Asaoclatinn of Counties ("Customer"),
Member County,and Carsnadt under which Customer has engaged Caremark to provide services to praaiptioa dreg
plans fee Customer and its Member Counties.
MEMBER COUNTY does hereby apse to be bound by, and to assume and poetics., each and all of the arms,
covenants and conditions of the Agreement as Member County(as defined in the Agreement)in the game ran=and to
the same extent as if it nonparty party thereto, Member County acknowledges and agrees that Customer and Caremark
may amend all or soy portion of the Agreement.except with respect to the Initial Term,and Member County hereby
agrees to be bound by any such amendment Customer shall gin Mamba Canty reasonable notice prior to the
effective date of any such amendment If such amendment is adverse to Mamba County or is Partleipama,Member
County may, within ninety (90) Jaye of receiving such notice from Customs, terminate its participation in the
Agreerneet by giving prior written notice to Customer and Caemuk.
Each party certifies that it shall not violate the federal and-kickback save,set touch at 42 U.S.C.§ 1320■-7b(b)("Anti.
Kickback Statute),or the federal "Stark Law," set forth at 42 U.S.C. § 1395®("St sh Law"), with respect to the
performance of its obligations under this Agreement. Further, Caremark shall ensure that individuals meeting the
definition of"Covered Pawns"(es such term is defined in the Corporate Integrity Averment between the Omen of
Inspector Genail of the Department of Health and Human Services and AdvancePq)shall comply with Caensrk's
Compliance Program. including training related to the And-Kickback Sawa and the Sark Law. In addition.
Caremark's Code of Costa and policies and procedural on the Anti-Kickback Statute and Stark Law may be accessed
at httoJ/www.carenwk comfw s noel/ s.155/33707enn-{MS-2-007764.
Customer and Caremark by their signature' hweto, accept and apes to Met County's participation with the
Agreement under the terms and conditions of the Agreement By signing this Managed Pharmacy Benefit Services
Agreement for Member County,Member County acknowledge and agrees that the tams of the Agreement have been
completely read,fully understood and volvataly accepted and Soma agrees a be bound thereby.
NATIONAL ASSOCIATION OF COUNTIES CAREMARJCPCS HEALTH,LP.
By: CatmarkPCH Health Spans,LLC,b
General Partner
By By.
Title: Title:
Date: Date:
MEMBER COUNTY:
LOP,1A (bunj C-,wan ware�-
[County Name]
By
Title:
Date:
NACo k1-"3Aoe 451M)IRaCtaral Par 13 of II
This document mains popiewy bfamarlon of Cannrk.and my as be toed for any pupae othe than b valuate emoting into a'estimable
with Unlink.nor may the dophoned or disclosed to othna to,any pmmpme
•
NACo lot-.jAoe 0/21/01)IWCtelml Pp 14 of 14
This doanent contains proprietary infom.Uon of Cannata.and trey not be used for any meow other than to evaluate entrain{Ono a nhdruhip
with Carttnrk,nor nay it be duplicated a disclosed to when for any pares.
CAREMARKPCS HEALTH,L.L.C.
FIRST AMENDMENT TO
AMENDED AND RESTATED MANAGED PHARMACY BENEFIT SERVICES AGREEMENT
CONSUMER CARD PROGRAM
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT (the
"Amendment") is effective beginning December 1, 2010 (the "Effective Date") among National Association
of Counties ("Customer"), counties that are members of the National Association of Counties ("Member
County") and CaremarkPCS Health, L.L.C., formerly known as CaremarkPCS Health, L.P., and as
AdvancePCS Health, L.P. ("Caremark"), for the purpose of Amending the Amended and Restated Managed
Pharmacy Benefit Services Agreement Consumer Card Program(the"Agreement") entered into by the parties
on May 15,2008.
WHEREAS, the parties entered into the Agreement for the provision of Consumer Card Program
services by Caremark to Customer with respect to Customer's Consumer Card plan; and
WHEREAS, the parties desire to amend the Agreement to describe and clarify certain services to be
provided by Caremark and the fees related thereto.
NOW,THEREFORE,for good and valuable consideration the parties agree to amend the Agreement as
follows:
1. The term of the Agreement, as amended, shall continue for a successive four (4) year term
beginning on December 1, 2010 and expiring on November 30, 2014, subject to remaining
provisions of Section 7 of the Agreement.
2. Section 1.8(a)"Rebate Contracts"and Section 1.8(b)"Disclosure of Manufacturer Fees"of the
Agreement are each hereby deleted and replaced with the following language:
a. Customer's Authorization. Customer authorizes Caremark to contract as a group
purchasing organization for Customer with pharmaceutical companies for Rebates. Customer
acknowledges that whether and to what extent pharmaceutical companies are willing to provide
Rebates to Customer may depend upon a variety of factors,including the content of the Performance
Drug List("PDL") adopted by Customer, the plan's design features and participating in Caremark's
PDL management programs, as well as Caremark receiving sufficient information regarding each
Claim that is submitted to pharmaceutical companies for Rebates.
b. Disclosure of Manufacturer Fees. In accordance with Section 1.8(a) of this
Agreement, Caremark or its affiliates may hold contracts with certain pharmaceutical companies
relating to products covered under this Agreement. .The parties agree that Caremark shall retain one
hundred percent (100%) of the Rebates as reasonable compensation for its services under this
Agreement. In connection with such contracts, Caremark or its affiliates may have a financial
relationship with such pharmaceutical companies and may receive and retain fees or other
compensation from pharmaceutical companies for services rendered and property provided to
pharmaceutical companies, including,without limitation, administrative fees that range between one
percent (1%) and four percent (4%) of the Wholesale Acquisition Cost ("WAC") of the products
dispensed across Caremark's book of business. In addition, Caremark or its affiliates may receive
concurrent or retrospective discounts or Rebates from pharmaceutical companies which are
Page 1 of 5
NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL PROPRIETARY AND CONSTITI:TES
TRADE SECRETS OF CAREMARKPCS HEALTH,L.L.C.
attributable to or based on products purchased by Caremark affiliated dispensing pharmacies. The
term"Rebates"as used in this Agreement does not include the fees,compensation, and concurrent or
retrospective discounts associated with the purchase price of products described in this Section 1.3,
which belong exclusively to Caremark or its affiliates.
3. Section 4.1 "Use of Participant Information"of the Agreement is hereby deleted and replaced
with the following language:
Use of Deidentified Data. Claims, as well as eligibility information which is deidentified in
accordance with HIPAA and other applicable law, and which is not identifiable on a Customer or
Plan Participant basis, may be used, disclosed, reproduced, adapted or sold by Caremark. Such
deidentified data may be provided to nationally recognized data integration firms to support
appropriate administration of Caremark's drug management programs. This benchmarking data
enables Caremark to compare against other drug population sets and improve programs and Services
for clients.
4. Section 8"Notices" is hereby amended by replacing Caremark's address for sending copies of
Notices to,as follows:
With a copy to:
Carernar L.L.C.
445 Great Circle Road
Nashville,TN 37228
Ann: General Counsel
Fax No. 515-743-6611
5. The following language is hereby added to the Agreement as new Section 9.11 "Pricing
Assumptions":
9.11 Pricing Assumptions, In addition to any pricing assumptions set forth in any pricing
implementation or similar document that is executed by Customer:
(a) Upon thirty (30) days prior written notice to Customer, Caremark may modify or
amend the financial provisions in this Agreement in a manner which accounts for the impact
of the events identified below. Such notice will include Caremark's explanation of the
manner in which the modification accounts for the impact of the event:
I. Any government imposed or industry wide change that would impede Caremark's
ability to provide the pricing described in this Agreement, including any
prohibition or restriction on the ability to receive Rebates or discounts for
pharmaceutical products; or
2. A change in any of the pricing assumptions set forth in this Agreement, including, •
Exhibit A.
(b) Pricing Benchmarks. The parties acknowledge that the pricing indices historically
used by Caremark are the basis for the financial offer of this Agreement and are outside the
control of the parties. In the event First DataBank, Medi-Span or other nationally available
AWP reporting source discontinues the reporting of AWP or changes the manner in which
AWP is calculated prior to the Effective Date, or during the Term, then Caremark reserves
the right to modify the pricing terms of this Agreement, to be effective as of the Effective
Date or such later effective date of such discontinuation or change, so as to maintain the
Page 2 of 5
NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES
TRADE SECRETS OF CAREMARKPCS HEALTH,L.L.C.
parties' relative economic positions as existed immediately before the effective date of such
discontinuation in reporting or change in the calculation of AWP, as measured across all
products on an aggregate basis. Such modifications may include, without limitation, the
adjustment of AWP to the methodology relied on by such reporting source prior to such
modification of AWP methodology, the adjustment of the AWP discount, or the utilization
of alternate pricing benchmarks.
6. The following Definitions in the Agreement are hereby replaced with the following language:
a. "AWP" means the "average wholesale price" for a standard package size of a
prescription drug from the most current pricing information provided to Caremark by First
DataBank®, Medi-Span Prescription Pricing Guide (with supplements), or following notice to
Client, any other nationally available reporting service of pharmaceutical prices as utilized by
Caremark as a pricing source for prescription drug pricing. The standard package size applicable to
a mail service pharmacy shall mean one hundred(100)units(i.e., pills,tablets, capsules,etc.), unless
only a smaller package size is available from the manufacturer, or the actual package size dispensed
for liquids and topical treatments.The standard package size applicable to a Participating Pharmacy
shall be the actual package size dispensed from a Participating Pharmacy as reported by such
Participating Pharmacy to Caremark.
g. "Maximum Allowable Cost or "MAC" means the unit price that has been
established by Caremark for a multi-source drug(i.e.,a drug with more than two sources) included
on the MAC drug list applicable to Customer, which list may be amended from time to time by
Caremark in maintaining its generic pricing program. Customer acknowledges that the MAC list
applicable to Client is not the same as the MAC list published by the Centers for Medicare and
Medicaid Services (formerly known as the Health Care Financing Administration, or "HCFA
MAC"). A copy of such MAC drug list shall be provided to Customer prior to execution of this
Agreement and thereafter upon Customer's reasonable request.
7. Exhibit C of the Agreement is hereby deleted and replaced with the attached Exhibit C.
IN WITNESS WHEREOF,the parties have caused this First Amendment to be executed by their respective
duly authorized officers or agents as of the date first above written.
Date: 1a. lip 0
NATIONAL ASSOCIATION OF COUNTIES
By: vr , ..-'
Larry E.Naake
Title: Execu ve Director
Date: VI U
CAREMARKPCS HEALTH,L.L.C.
irCtiYI CZ.-/-4 dGivvl_S .
Title: SVp
Page 3 ui S
NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL.PROPRIETARY AND CONSTITUTES
TRADE SECRETS OFC'AREMARKPCS HEALTH,L.L.C.
EXHIBIT C
CAREMARKPCS HEALTH,L.L.C.
NATIONAL ASSOCIATION OF COUNTIES
MANAGED PHARMACY BENEFIT SERVICES AGREEMENT
FOR MEMBER COUNTY
This Managed Pharmacy Benefit Services Agreement for Member County effective ✓`y L Y'7 ! 2_O
is entered into by and between CaremarkPCS Health,L.L.C. ("Caremark")and Et-0 Ce✓n Ir! C
("Member County"). Reference is hereby made to the Managed Pharmacy Benefit Services Agreement
Consumer Card Program dated as of May 15, 2008 (the "Agreement") among National Association of Counties
("Customer"), Member County, and Caremark under which Customer has engaged Caremark to provide
services to prescription drug plans for Customer and its Member Counties.
MEMBER COUNTY does hereby agree to be bound by, and to assume and perform, each and all of the
terms, covenants and conditions of the Agreement as Member County (as defined in the Agreement) in the
same manner and to the same extent as if it were a party thereto. Member County acknowledges and agrees
that Customer and Caremark may amend all or any portion of the Agreement, except with respect to the
Initial Term, and Member County hereby agrees to be bound by any such amendment. Customer shall give
Member County reasonable notice prior to the effective date of any such amendment. If such amendment is
adverse to Member County or its Participants, Member County may, within ninety (90) days of receiving
such notice from Customer, terminate its participation in the Agreement by giving prior written notice to
Customer and Caremark.
Each party certifies that it shall not violate the federal anti-kickback statute, set forth at 42 U.S.C. § 1320a-
7b(b)("Anti-Kickback Statute"), or the federal "Stark Law," set forth at 42 U.S.C. § I395nn ("Stark Law"),
with respect to the performance of its obligations under this Agreement. Further, Caremark shall ensure that
individuals meeting the definition of"Covered Persons" (as such term is defined in the Corporate Integrity
Agreement between the Office of Inspector General of the Department of Health and Human Services and
AdvancePCS) shall comply with Caremark's Compliance Program, including training related to the Anti-
Kickback Statute and the Stark Law. In addition, Caremark's Code of Conduct and policies and procedures
on the Anti-Kickback Statute and Stark Law may be accessed at
http://www.caremark.com/wps/portal/ s.155/3370?cros'CMS-2-007764.
Customer and Caremark, by their signatures hereto, accept and agree to Member County's participation with
the Agreement under the terms and conditions of the Agreement. By signing this Managed Pharmacy
Benefit Services Agreement for Member County, Member County acknowledges and agrees that the terms of
the Agreement have been completely read, fully understood and voluntarily accepted and further agrees to be
bound thereby.
Page 4 or 5
NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES
TRADE SECRETS OF CAREMARKPCS HEALTH,L.L.C.
NATIONAL ASSOCIATIno N OF COUNTIES CAREMARKPCS HEALTH,L.L.C.
By: �1//,etr-,4
Title: Alg By: %� � p
Date: 7 7-7/ Title: VP Gyn'°lV( ,f-4,41)-.ti/
Date: -7/2' 0 �
MEMBER COUNTY:
Weld County, Colorado
[Print/Type
County//Name) 6,,, �
By: S.(�UIr . //.ly/�11/ 0%� �G( [3
Title: Chair, Board of Weld County Commissioners
Date: JUN 0 F 2011
Page 5 of 5
NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES
TRADE SECRETS OF CAREMARKPCS HEALTH,L.L.C.
*This checklist is not part of the NACo contract,however,please return it with your signed contract.*
*Incomplete or incorrect checklists will delay implementation of the program*
NACo Prescrip
tion tion Discount Card Program Checklist
/County Name/State: W11 et ei 1 r, Date contract returned to NACo:
1. Who is the ONE contact person in the+�Acounty with whom we may communicate about this program?
' -6 Name and title 'c('‘1O)1/4_‘1O)1/4_ ,LS�/ 1 I 1 1/; fee }-n v Outman-Ro 5nurce S
Address(w/City,State,Zip) q hS 1O4/ Ls 1!. 2j'Sa- gOO1 klan an
T.eour(e (o-Lcl v.( (o ' t10(03
Phone q()0 -33(e) — r) Z-7Q Fax L f c - r^-3 .5-a - C101 i 9E-mail (We must have your email address!) 'pet.)6 e 11 4a Co • Lott d CO • 11.5
2.What is your county's anticipated start-up date for the program? CURRENT START UP TIME IS
10 WEEKS FROM THE TIME THE CONTRACT IS RETURNED TO NACo. Please plan your county's
roll out of the program accordingly. 'l i t i It
3.Please choose _- discount cards: (YOU MUST CIRCLE ONE)
�.., ►o ' ,r"County NameRx"
1.b. Logo sea . ards
a. Be sure to e-mail a black and white logo/seal to Ralph.frissore@caremark.com in a.jpg
or.11 f format
b. Put "(COUNTY NAME)LOGO"in the subject line of your e-mail
c. Other. You must contact NACo if you do not choose either a or b.
4. What is your county's population? p2�(C)6-0Do you need cards/posters in Spanish? ,j e5
5. Please provide a street address for delivery`of cards. Cards will be sent via UPS Ground.
NO P.O.BOXES!
��e�eli 0 )-1, �r� , .looms/ I .�raiN�So e5
G
6. What is your county's web address(if available)? (-CU;LU 9, CO, Wel PI. f o • u,5
Will this program have its own page?(Please provide) i Pza iD
What number would county residents call to pick up a card? 1 42)1)
NONational Association of Counties
W
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