HomeMy WebLinkAbout20241024.tiffRESOLUTION
RE: APPROVE PROVIDER NETWORK AGREEMENT FOR MEDICARE PART D
COVERAGE AND AUTHORIZE CHAIR TO SIGN - POC NETWORK TECHNOLOGIES,
INC., DBA TRANSACTRX
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 a Provider Network Agreement for
Medicare Part D Coverage between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Department of Public Health
and Environment, and POC Network Technologies, Inc., dba TransactRx, commencing upon full
execution of signatures, 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 Provider Network Agreement for Medicare Part D Coverage
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Public Health and Environment,
and POC Network Technologies, Inc., dba TransactRx, 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 29th day of April, A.D., 2024.
ATTEST:
dititvo Je-it0:4
Weld County Clerk to the Board
BY: V e,A.a I Y I • I J u) I
Deputy Clerk to the Board
AP".•VED
County rney
Date of signature:
BOARD OF COUNTY COMMISSIONERS
WELD COUNT , " • • RADA
Ke • D. Ross, Chair
Perry L. B ♦� , Pro-Tem
Mike Freeman
. James
ri Saine
cc H L(Sc/Sr-I)
O5 /09 /2N
2024-1024
HL0057
CohAvad-11>if Ti (o
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: TransactRx — Medicare Part D Provider Network Agreement
DEPARTMENT: PUBLIC HEALTH AND ENVIORNMENT DATE: January 4, 2024
PERSON REQUESTING: Jason Chessher, Executive Director
Shaun May, Clinical & Community Health Director
Brief description of the problem/issue:
For the Board's review and approval is an agreement between TransactRx and the Board of County
Commissioners of Weld County for the use and benefit of the Weld County Department of Public Health
and Environment (WCDPHE).
Our Immunization program seeks to become an in -network provider for Medicare Part D. Through a cost -
benefit evaluation process, it was determined that best method to achieve this goal is to contract with
TransactRx. Transact Rx is a provider of vaccine claims processing services for medical clinics for
Medicare Part D. This would allow our department to work through Transact Rx to be reimbursed for
providing vaccines to Medicare Part D members. Our current patients who are Medicare members have
shared with us that it would be beneficial to them if we were in -network. Additionally, being in -network
will also provide an opportunity for us to better serve Medicare patients in long-term care facilities
(LTCF) and in the community with preventative vaccinations in a more financially sustainable manner.
Activities will be conducted by current staff; no additional FTE is being requested.
What options exist for the Board?
With the approval of the Board, this will allow us to better serve Medicare members in our community as
an in -network provider in a manner in alignment with the mission of the department.
If the Board declines this agreement, we will continue to offer services to Medicare patients as an out -of -
network provider.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
Under this agreement, Transact Rx will process Medicare claims on our behalf. Medicare will reimburse
Transact Rx directly and Transact Rx will then reimburse WCDPHE at the contracted rate, minus a
processing fee (typically $1.50 per immunization). Under the agreement, Transact Rx only receives
processing fees for claims that were approved by Medicare so there is no direct cost to Weld County for
the service.
Recommendation: I recommend approval of this Provider Network Agreement with TransactRx.
2024-1024
x}/291 \Lo051
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman
Scott K. James
Kevin D. Ross, Chair
Lori Saine
'4;
PROVIDER NETWORK AGREEMENT
This PROVIDER NETWORK AGREEMENT, together with all schedules, attachments, and exhibits (this "Agreement") is
entered into by and between POC Network Technologies, Inc., d.b.a. TransactRx ("TransactRx"), located at 5795 Sunset
Drive, Suite 501, South Miami, FL 33143, and the entity listed below ("Provider"). This Agreement shall become
effective as of the date set forth on the signature page hereto.
Provider Full legal name:
Principal business address:
WELD COUNTY BOARD OF COUNTY COMMISSIONERS
1555 NORTH 17TH AVE, GREELEY, CO 80631
WHEREAS, TransactRo operates the TransactRx Provider Network that is contracted with various payers and pharmacy
benefit managers for the reimbursement of drug products dispensed or administered in medical provider facilities.
WHEREAS, TransactRo is a provider of prescription claims processing services for physician offices/medical facilities
and TransactRx offers a real-time web based solution for processing claims for physician administered vaccines or
physician dispensed drug products covered by Contracted Plans ("MyTransactRx.com").
WHEREAS, Provider desires to and is eligible to participate in the TransactRx Provider Network to be reimbursed for
providing vaccines and/or prescription drug products to eligible beneficiaries in connection with the claims processing
capabilities of MyTransactRx.com and the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, the
sufficiency of which is acknowledged by the parties, the parties agree as follows:
ARTICLE 1
DEFINITIONS
All capitalized terms used in this Agreement and not otherwise defined herein shall have the following definitions:
1.1 Affiliate. The team "Affiliate" shall mean any entity which owns or is owned by TransactRx, directly or indirectly,
and any entitywhich is under common ownership with TransactRx directly or indirectly.
1.2 Average Wholesale Price or AWP. The terms "Average Wholesale Price" or "AWP" shall mean the average
wholesale prim of a Covered Service as established and reported by MediSpan, First DataBank, or other
nationally recognized pricing source selected by TransactRx in its sole discretion. AWP shall be updated at
least weekly or in accordance with reasonable industry standards with data received from the pricing source;
provided, however, TransactRx receives usable and acceptable data from such pricing source, which if not
received timely could result in delays. AWP does not represent a true wholesale price, but rather is a fluctuating
benchmark provided by third party pricing sources. In the event that the AWP pricing benchmark used by
TransactRx hereunder is replaced with another benchmark calculation (such as ABP - average benchmark
price), TransactRx may switch to such new pricing benchmark upon written notice to Provider, and such notice
will identify any new pricing terms, if any, required to maintain comparable pricing under the new benchmark.
1.3 Claim. The term "Claim" shall mean the Provider request for payment in the format prescribed by TransactRx
of amounts due Provider under this Agreement for providing Covered Services to Covered Individuals.
1.4 Co -payment or Co -pay. The terms "Co -payment" or "Co -pay" shall mean the payment due from a Covered
Individual to the Provider at the time the Covered Service is provided, according to the Covered Individual's
Plan or as otherwise required by a Payer, which shall be deducted from Provider's reimbursement
hereunder. Co -payments may include, but are not limited to, flat or percentage dollar amounts, coinsurance,
deductible, and preferred or formulary incentives.
TransactRx Provider Network Agreement
Page 1 of 29
02002V-/007
1.5 Cognitive Services. The term "Cognitive Services" shall mean certain services, agreed upon between
TransactRx and Provider that are not required by Law when providing Covered Services, but may be rendered
by a Provider.
1.6 Covered Individual. The term "Covered Individual" shall mean an individual who is eligible, as determined by
Payers, to receive Covered Services under a Plan.
1.7 Covered Service. The term "Covered Service" shall mean any medically necessary drugs, devices, supplies,
equipment, and other items (which may include insulin, disposable insulin syringes, and other diabetic
supplies) dispensed to a Covered Individual for which such Covered Individual is entitled to receive in
accordance with and subject to the terms and conditions (including any quantity, refill, or other limiting
provisions) of the applicable Plan, including all services usually and customarily rendered by a Provider in the
normal course of business, including but not limited to dispensing, counseling, and product consultation.
1.8 HIPAA. The term "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, Public
Law 104-191, and any subsequent amendments or regulations promulgated thereunder.
1.9 Law. The term "Law" shall mean any federal, state, local or other constitution, charter, act, statute, law,
ordinance, code, rule, regulation, order, specified standards, instructions, or objective criteria contained in any
applicable permit or approval, or other legislative or administrative action of the United States of America, or
any state or any agency, department, authority, political subdivision or other instrumentality thereof or a
decree or judgment or order of a court.
1.10 Manual. The term "Manual" shall mean collectively the Provider operations manuals or provider manuals
published by TransactRx, and as amended from time to time, which are provided or made available to Provider
in written or electronic format to explain policies and procedures and other requirements required to be
followed by Provider in connection with this Agreement.
1.11 NCPDP. The term "NCPDP" shall mean the National Council for Prescription Drug Programs, which is a
pharmaceutical -industry trade association.
1.12 NDC. The term "NDC" shall mean the national drug code, which is an identifier published by the pharmaceutical
industry for a prescription drug.
1.13 Network. The term "Network" shall mean a group of physicians that have agreed to participate in a national,
state, Payer, or other network under this Agreement or obtained by acquisition or otherwise.
1.14 Payer. The term "Payer" shall mean the Plan Sponsor for which TransactRx provides certain prescription benefit
administrative and/or management services or such Sponsor's contracted administrator, agent or
representative that contracts with TransactRx on behalf of such Payer.
1.15 Plan. The term "Plan" shall mean a contract, endorsement, or other agreement or program and any changes or
additions thereto as may be made or amended from time to time which, by its terms, provides coverage for
health care or Provider services and/or supplies or otherwise provides access to health care or Provider
services and/or supplies pursuant to agreed upon terms.
1.16 Prescription Charge. The term "Prescription Charge" shall mean the total compensation payable to Provider for
providing Covered Services to a Covered Individual. Such compensation shall be messaged to Provider via
Transact8x's electronic Claims submission system, and as more fully described in the applicable Program
Requirements. The Prescription Charge is limited to the quantity of the Covered Service as prescribed, up to a
thirty (30) day supply, unless a Covered Individual's Plan and Program Requirements permits a different
supply. The Prescription Charge is based on the actual bottle size, package size, or container from which the
applicable Covered Service was dispensed from Provider's stock.
1.17 Prior Authorization. The term "Prior Authorization" shall mean certain Covered Services, identified by
TransactRx's online system, that are not payable unless certain criteria are satisfied.
TransactRx Provider Network Agreement Page 2 of 29
1.18 Program Requirements. The term "Program Requirements" shall mean those contracts, agreements and
documents which set forth the rules, guidelines, policies and procedures of TransactRx and/or Payer, and may
include, without limitation, Network participation requirements, credentialing, audit, drug utilization
evaluation activities, prior authorization requirements, quality of care review, and/or grievance resolution
procedures, as maybe amended from time to time by TransactRx.
ARTICLE 2
RELATIONSHIP OF THE PARTIES
2.1 Independent Entities. TransactRx and Provider are independent entities, and nothing in this Agreement shall be
interpreted to create any relationship other than that of independent parties contracting with each other for
the sole purpose of carrying out the provisions of this Agreement. In the performance of the obligations of this
Agreement, regarding any services rendered under this Agreement, by either party or its agents, servants, or
employees, each party is at all times acting and performing as an independent contractor with respect to the
other party, and no party shall have or exercise any control or direction over the method by which the other
party shall perform such work or render or perform such services and functions. It is further expressly agreed
that no work, act, commission or omission of any party, its agents, servants or employees, pursuant to the terms
and conditions of this Agreement, shall be construed to make or render any party, its agents, servants or
employees, an agent, servant, representative, or employee of, or joint venture with, or fiduciary of, the other
party. No provision of this Agreement or any part of any Plan shall be construed to require any physician to
dispense any medication or specific type of medication to any Covered Individual if, in the physician's
reasonable professional judgment, such medication should not be dispensed to such person.
2.2 Relationship Between Provider and Covered Individuals. The relationship between Provider and Covered
Individuals is that of physician and patient. Provider shall perform all professional and other services required
to be provided under this Agreement and shall be free to exercise its own judgment on all questions of
professional practice. Notwithstanding the foregoing, the term "Provider" may include one or more physicians
working under a single Tax ID Number but all of whom have been enrolled in MyTransactRx.com and whose
enrollment has been approved by TransactRx.
2.3 Non -Exclusivity. This Agreement is non-exclusive, and Provider may contract with other third party entities so
long as its ability to perform its obligations under this Agreement is not impaired. Nothing in this Agreement
shall in any way restrict the ability of TransactRx or Provider to enter into any agreement of any kind relating
to the subject matter of this Agreement.
ARTICLE 3
PARTICIPATION
3.1 General. Provider agrees to participate in the Network and provider programs designated herein or identified
in the attached schedules. Participation in the Network shall be in accordance with this Agreement and the
attached exhibits, schedules, and other rate sheets and addenda with respect thereto.
3.2 Other Provider Networks. TransactRx reserves the right to establish other provider networks (hereinafter
"Other Networks"), which have their own set of selection criteria. If Provider does not meet the selection
criteria, Provider understands and agrees that it will cooperate in the transfer of the Covered Individual
information to a provider within the Other Network. In the event Provider renders Covered Services to the
Covered Individual that should have been rendered by an Other Network provider, then Provider agrees that
it will be deemed an out of network provider under the Covered Individual's Plan for the rendition of said
services. TransactRx will give Provider at least sixty (60) calendar days advance notice of the implementation
of an Other Network.
ARTICLE 4
RESPONSIBILITIES AND OBLIGATIONS OF PROVIDER
4.1 Licensure and Other Requirements. Provider represents and warrants that it is, and will maintain, in good
standing, all federal, state, and local licenses and certifications as required by Law. Provider further represents
and warrants that it has any necessary license to and can legally dispense prescriptions for Medicare and/or
Medicaid programs; and that it is not subject to exclusion, suspension or debarment from the Medicare,
TransactRx Provider Network Agreement Page 3 of 29
Medicaid, or other government healthcare programs (as further described below). Provider further represents
and warrants that it has, and will maintain, policies for general and professional liability insurance in such
forms and amounts reasonable for the industry, which shall in no event be less than the amount required by
Law. Provider agrees to immediately notify TransactRx in writing of any suspension, revocation, limitation, or
disciplinary action taken by any State licensing or regulatory authority agency (including, without limitation
the State Board of Medical Examiners or similar agency, the State Board of Pharmacy or similar agency, or
Medicare or Medicaid) and of any suspensions, cancellations, or material changes of insurance
coverage. Provider acknowledges that failure to maintain the appropriate license, certifications, and/or
insurance policies will result in immediate termination of Provider from the Networks. Provider must provide
TransactRx evidence of such licenses, certifications, and insurance policies upon request.
4.2 Ineligibility To Participate. Providers sanctioned by the General Services Administration, Office of Inspector
General, or other applicable regulatory body, who are not eligible to participate in Medicare, Medicaid, or other
Federal health care programs are not eligible to participate in any Network. Provider warrants and represents
that at the time of execution of this Agreement, neither it nor any of its employees, contractors, subcontractors
or agents are ineligible persons identified on the General Services Administrations' List of Parties Excluded
from Federal Programs (available through the internet at http://www.arnet.gov/epls) and the HHS/OIG List
of Excluded Individuals/Entities (available through the internet at http://www.dhhs.gov/progorg/oig). In the
event Provider or any employees, subcontractors or agents thereof becomes an ineligible person after entering
into this Agreement or otherwise fails to disclose ineligible person status, Provider shall have an obligation to:
(i) immediately notify TransactRx in writing of such ineligible person status, and (ii) within ten (10) calendar
days of such notice, remove such individual, entity, or location that is responsible for, or involved with,
Provider's business operations related to this Agreement. Excluded Providers may not submit claims for
Covered Services under this Agreement.
4.3 Other Provider Qualifications. Provider acknowledges and agrees that Provider does not act as or provide
services under this Agreement as a mail order provider, internet provider, long term care provider, institutional
provider, 340B, or specialty provider as identified by either the National Council of Prescription Drug Programs
("NCPDP") or TransactRx, unless specifically agreed to by TransactRx in writing.
4.4 Service Availability. Provider shall provide Covered Services to all Covered Individuals pursuant to the terms of
this Agreement during regular hours of operation of Provider and in the same manner, in accordance with the
same standards, and with the same availability as that offered to other persons. Provider shall use best efforts
to maintain an adequate supply of drugs, devices, supplies, equipment, and other items to provide Covered
Services.
4.5 Eligibility Verification. Provider agrees to determine, as a condition precedent to providing Covered Services,
the eligibility of each Covered Individual by requesting a current Payer identification card or by requesting
Covered Individual's identification number and verifying eligibility using the on-line electronic
network. Provider may not be paid for Covered Services provided to an individual whose eligibility was not
correctly submitted to and verified by TransactRx.
4.6 Providing Covered Services. Provider will provide Covered Services to Covered Individuals subject to and in
accordance with this Agreement, including but not limited to any exhibits, schedules or addenda hereto, the
prescriber's directions, the Plan, the TransactRx System, applicable Law, and the standard of practice of the
community in which Provider provides Covered Services and in a manner so as to assure the quality of such
services in a culturally competent manner. Provider agrees that all Covered Services provided to Covered
Individuals under this Agreement shall be provided by a physician or by a qualified person under a physician's
direction. Provider shall have a licensed physician or other designated licensed professional available during
all business hours for patient consultations, which will be provided to Covered Individuals at no additional
charge.
4.7 Collection From Covered Individuals. Upon Covered Individual's receipt of each Covered Service, Provider shall
collect and retain from the Covered Individual the Co -payment for the Covered Service. Provider shall have full
responsibility for the collection of such Co -payment, as well as the collection of any other charge(s) designated
as a Covered Individual's financial responsibility in accordance with the terms of the applicable Plan, and shall
not seek to collect any Co -payment from TransactRx or Payers. Unless otherwise directed in writing by
TransactRx, in no event shall Provider collect any greater amount than that indicated via the online system or
TransactRx Provider Network Agreement Page 4 of 29
by the Payer by some other means . Provider shall not discount, waive, reduce, or defer Covered Individual's
Co -payment in whole or in part. Provider shall not: (a) balance -bill a Covered Individual fora Covered Service;
(b) charge Covered Individuals any charges other than the Co -Payment related to the Covered Service; and/or
(c) charge a fee to Covered Individuals as a condition to be part of Provider's panel of patients.
4.8 Claims Submission. In each instance when a Covered Service is provided to a Covered Individual, Provider must
submit a Claim to TransactRx or its designee. Provider agrees to obtain written consent and release from each
Covered Individual to permit Provider to submit the Claim for Covered Service for reimbursement to the Payer
and to retain any such reimbursement as compensation for Provider's services rendered to Covered Individual.
Each Claim submitted by Provider will constitute a representation and certification by Provider to TransactRx
that the Covered Services were provided to the Covered Individual and that the information transmitted is
accurate, complete and truthful.
4.9 Electronic Format. All Claims (including Compounds) for Covered Services must be submitted electronically to
TransactRx or its designee via the online system in ANSI X12 or NCPDP format (then most current version) or
in such other manner and format as directed by TransactRx or its designee. Failure to submit the Claim
electronically when the online system is operational may be considered a material breach and grounds for
termination of this Agreement and/or TransactRx may impose a reasonable handling fee per Claim in those
situations in which Provider submits Claims non -electronically. Provider shall provide and maintain at its
expense the equipment, software, and communications network transmission capabilities necessary to access
MyTransactRx.com in order to submit Claims and receive processing messages via the online system.
4.10 Required Information. Claims must be submitted in accordance with Law, the Manual and as otherwise set forth
in this Agreement, including any exhibits, schedules and addenda hereto. Provider must submit all required
information for the Claim as required by the online system.
4.11 Prescriber Identification Number. Unless prohibited by Law, and in accordance with the other provisions of this
Agreement, TransactRx has the right to terminate this Agreement for cause if TransactRx determines in its sole
discretion that Provider has submitted an unreasonable number of Claims with invalid prescriber identification
and/or provider numbers ("Prescriber Number"). Prescriber Numbers shall be considered invalid when: (i)
the Prescriber Number submitted by Provider with the Claim is not the Prescriber Number listed on the
prescription by the Prescriber; or (ii) no Prescriber Number is provided on the prescription, and the Prescriber
Number submitted by the Provider with the prescription Claim is not the "default" identification number
provided by TransactRx; or (iii) the Prescriber Number submitted by the Provider with the prescription Claim
does not correspond to the actual prescriber of the prescription. This provision of this Agreement does not
prohibit Provider from submitting valid Prescriber Numbers that maybe available to the Provider through its
prescription claims processing system.
4.12 Time for Submission. All Claims shall be submitted promptly after providing the Covered Service, and in no event
later than thirty (30) calendar days after the date that Covered Service is rendered (or such longer period
required by applicable Law). Failure to timely submit a Claim may result in non-payment of such Claim.
4.13 Claim Reversals. All submitted Claims for Covered Services not received by a Covered Individual must be
reversed through the online system. Unless otherwise notified in writing by TransactRx, Provider shall submit
Claim reversals within ten (10) calendar days following the date the Claim was originally submitted. In
addition, this provision prohibits Provider from submitting separate Claims fora Covered Service which should
have been dispensed and covered as one Claim but due to inadequate supplies or other issues is dispensed and
covered on different dates or at different times as multiple Claims.
4.14 Clinical. Quality, and Cost Containment Efforts. In providing Covered Services to Covered Individuals, Provider
shall use its best efforts in supporting TransactRx and Payers in managing the cost and quality of Covered
Services. Provider shall use best efforts to cooperate with cost containment efforts such as Formularies, prior
authorization programs, and drug utilization reviews which promote prescribing and dispensing of
appropriate and cost-effective therapeutic alternatives, including but not limited to the following:
4.14.1 Lowest Cost Drugs. Provider agrees to dispense the lowest cost drug that Provider then has in stock,
consistent with the orders of the prescriber, the requirements of Law, and the professional judgment
of Provider. In addition, Provider agrees to inform Covered Individuals, at the time of purchase, of
TransactRx Provider Network Agreement Page 5 of 29
any differential between the negotiated price of the drug being dispensed and the price of the lowest -
priced generic alternative available, that is therapeutically equivalent and bioequivalent and
available from Provider.
4.14.2 Generic Substitution. Provider agrees to promote generic utilization and will provide Covered Services
using generic medications whenever it is: (a) not specifically prohibited by prescriber or Law; (b)
available at less cost than non -generic medications; and (c) in compliance with the applicable Plan and
Formulary. Provider shall maintain a record on the original prescription order of its attempt at
achieving generic dispensing.
4.14.3 Mandatory Generic Programs. Provider shall use its best efforts to support TransactRx and Payer
mandatory generic programs.
4.14.4 Formulary Compliance. Provider shall dispense items on the Covered Individual's Formulary to the
maximum extent permitted by Law. Depending upon the Plan, if the Covered Individual objects to
generic substitution, such Covered Individual may be required to pay Provider directly for the filling
of the Covered Service and submit a claim for reimbursement to TransactRx or its designee or to pay
the difference between the adjudicated generic price and the brand drug price in addition to any other
amounts due by Covered Individual. Provider shall maintain a record on the original prescription
order of its attempt at achieving Formulary compliance.
4.14.5 Prior Authorization. Unless otherwise instructed in writing by TransactRx, if Provider receives a system
message that states "Prior Authorization Required" (or such other language to that affect) when
submitting a Claim for a Covered Service, Provider shall comply with such Prior Authorization
requirements and as permitted by the Plan, obtain additional information and contact the TransactRx
or Payer (as applicable) prior authorization help desk to determine if the Plan Prior Authorization
requirements have been satisfied.
4.14.6 D R. Drug Utilization Review ("DUR") messages may appear in the online claim response. Provider
must view all screens necessary to receive the message detail and act upon all such messages subject
to the professional judgment of the Provider. To the extent that TransactRx or its designee provides
DUR information or messages to Provider, Provider acknowledges and agrees that: (a) information
contained in DUR messages is derived from third party sources and is not independently developed by
TransactRx; (b) the usefulness of DUR and other information is necessarily limited by the amount of
patient information input into the online system as a result of Claims processing, the amount of
information provided by Payers, and the thoroughness and accuracy of industry information and
information provided by third parties; (c) DUR messages and other information are intended as an aid
to, and not a substitute for, the knowledge, expertise, skill, and judgment of Provider and other
healthcare professionals; (d) Provider and other healthcare professionals are responsible for acting or
not acting upon information generated and transmitted by TransactRx or its designee; (e) TransactRx
does not control the healthcare decisions made or actions taken by Provider or other healthcare
professionals, Payers, or Covered Individuals; (f) the DUR messages and other information do not
contain all currently available information on healthcare or pharmaceutical practices; (g) TransactRx
and its designee are not responsible for failing to include information in a DUR message, for the actions
or omissions of contributors of information to TransactRx or its designee, or for misstatements or
inaccuracies in industry materials utilized by TransactRx or its designee; and (h) all warranty
disclaimers and exclusions made by contributors of information or data to TransactRx or its designee
shall apply to TransactRx hereunder.
4.15 TransactRx and Payer Programs and Initiatives. Provider agrees to provide Covered Services in accordance
with any TransactRx and Payer programs and initiatives. This includes, but is not limited to, cooperating in
good faith with, and participating in and complying with, any credentialing, utilization review, Cognitive
services, and quality assurance initiatives of TransactRx and/or Payers, as communicated to Provider, as may
be amended from time to time.
4.16 Professional Judgment. Nothing in this Agreement is intended to limit a Provider's or physician's professional
judgment or violate applicable Law. Accordingly, notwithstanding anything to the contrary in this Agreement,
Provider must exercise sound professional judgment at all times when providing Covered Services to Covered
TransactRx Provider Network Agreement Page 6 of 29
Individuals. Provider may refuse to provide Covered Services to a Covered Individual based on that
professional judgment, which must be documented. Provider shall be solely responsible for its professional
services rendered.
4.17 Covered Service Products. All drug products utilized in providing Covered Services to Covered Individuals must
be in compliance with applicable federal and state requirements including those of the Federal Food and Drug
Administration.
4.18 Rebates. TransactRx, Payers, and/or their designees have and retain the right to submit all Claims for Covered
Services for Covered Individuals to pharmaceutical companies in connection with rebate, discount or other
similar programs. Unless otherwise agreed to in writing, Provider shall not submit any of the Claims for
Covered Services for Covered Individuals to any pharmaceutical company for the purpose of receiving any
rebates or discounts.
4.19 Grievance/Complaint Procedures. Provider agrees to cooperate fully with any applicable Covered Individual
grievance, complaint, or similar procedure, including but not limited to, informing Covered Individuals of
applicable grievance and/or complaint rights. Further, Provider agrees to fully cooperate with, and provide
information requested by TransactRx and/or Payers, to enable TransactRx and/or Payers to conduct and
resolve grievances that may be raised by Covered Individuals, Payers, or other providers regarding the
provision of Covered Services by Provider, and Provider shall comply with any final determinations made
relating to any such grievances. Disputes of malpractice are outside the scope of this Agreement. This
provision shall survive termination of this Agreement.
4.20 Appeals Procedures. Provider agrees to comply with any applicable Covered Individual appeal(s) procedures,
including but not limited to, informing Covered Individuals of applicable Appeal rights. This provision shall
survive termination of this Agreement.
4.21 Non-discrimination. Provider shall not discriminate or differentiate against any Covered Individual as a result
of his or her enrollment in a particular plan, or because of race, color, creed, national origin, ancestry, religion,
sex, sexual orientation, marital status, age, disability, payment source, state of health, need for health services,
status as a Medicare or Medicaid beneficiary, or any other basis prohibited by Law.
4.22 Notification of Legal Action. Provider shall notify TransactRx or its designated agent of any legal or
administrative claim made or action filed against Provider arising from this Agreement, by a Covered
Individual, or otherwise which could affect the ability of Provider to carry out of this Agreement within ten (10)
calendar days of receipt of such claim or action.
4.23 Coordination of Benefits. Provider agrees to cooperate in good faith with TransactRx and Payers regarding
coordination of benefits and to notify TransactRx promptly after receipt of information regarding any Covered
Individual who may have a Claim involving coordination of benefits. Provider shall use its best efforts to secure
information from Covered Individuals and other medical benefit plans to facilitate the coordination of
benefits. When a Payer has been determined to be other than the primary payer, payment hereunder shall be
based upon the Prescription Charge, reduced by the amount paid for the Covered Service by the primary and
other tertiary plans. Provider agrees to accept such amount as payment in full for the Covered
Service. Notwithstanding the foregoing, this Section shall not be construed to require Provider to waive
coinsurance, indemnity balances and deductibles in contravention of any Medicare rule or regulation, nor shall
this Section be construed to supersede any other Medicare Law.
4.24 Subrogation. Provider agrees to cooperate with TransactRx regarding subrogation and to notify TransactRx
promptly after receipt of information regarding any Covered Individual who may have a Claim involving
subrogation.
4.25 Program Conditions and/or Requirements and Manual. Provider agrees to comply with the Program Conditions
and/or Requirements and the Manual.
4.26 Compliance with Law. Provider acknowledges that various state and federal mandates and guidelines may apply
with respect to this Agreement and the pharmacy dispensing services provided under this
Agreement. Provider represents and warrants that it is, and shall remain, in compliance with all applicable
TransactRx Provider Network Agreement Page 7 of 29
laws, including but not limited to all applicable Medicare laws, regulations, and CMS instructions, all laws
applicable to individuals and entities receiving Federal funds and all other applicable Federal and State laws,
regulations, and governmental issuances, including but not limited to those governing participation in the
Medicare Advantage Program, Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the
Americans with Disabilities Act, the Rehabilitation Act of 1973, all applicable Federal and State anti -kickback
statutes, and all Federal and State privacy and security requirements, including the privacy and security
provisions contained in 42 CFR Section 403.812.
4.27 Provider Certification. Provider hereby certifies that it has provided the information required in Exhibit B to this
Agreement and acknowledges that it has reviewed the Provider Attestation in Attachment 1 to Exhi it B and
represents and warrants that the answer to each and every item is correct, based on complete, current, correct,
and not misleading information. Provider shall update the Provider Certification promptly upon any material
changes in the information contained therein, and otherwise upon request of TransactRx, and shall
immediately notify TransactRx of any information that would make any of the statements in the Provider
Attestation inaccurate.
ARTICLE 5
COMPENSATION AND PAYMENT
5.1 Payment in Full. Provider will accept as payment in full for Covered Services rendered to Covered Individuals in
accordance with this Agreement the amounts provided for in this Agreement, including the pricing Schedules
hereto and any pricing Schedules, rate exhibits, amendments, or addenda entered into or agreed to by the
parties prior to, on, or after the Effective Date of this Agreement (all of which are incorporated herein by this
reference). Provider shall not be paid for prescriptions and/or services that are not Covered Services under
the Plan. Unless otherwise agreed to in writing by the parties, Claims will be paid at the discounted AWP
reimbursement rate minus the TransactRx claim transmission fee as identified by the TransactRx System at the
time of Claim submission. In addition, Provider may seek reimbursement for costs associated with
administration of any Provider -Administered Vaccine as permitted by Section 202(a) and/or 202(b) of the Tax
Relief and Health Care Act of 2006 or other applicable Law.
5.2 Payment Processing Cycles. TransactRx shall process or arrange to process all Claims submitted for payment
which are accurate, complete, and otherwise in compliance with this Agreement within thirty (30) calendar
days of receipt. TransactRx shall issue or arrange to issue or require Payers to issue checks for payment of
Claims at least every thirty (30) days. Provider acknowledges that TransactRx operates only as an
intermediary between Payers and Provider with respect to payment Payers have agreed with TransactRx to
pay sufficient funds for claims submitted by Provider. Provided that sufficient payment has been received by
TransactRx from Payer and provided the applicable Copayment has been collected by Provider, TransactRx will
pay Provider for Covered Services provided to Covered Individuals in accordance with the payment rate
information communicated to Provider through the electronic claims system, less the applicable Copayment;
and Provider agrees not to seek reimbursement above and beyond the amount identified in this Agreement
and communicated via the electronic claims system from TransactRx or the applicable Payer. TransactRx has
no liability to Provider for nonpayment or for any delay in payment from a Payer and Provider shall look solely
to the Payer for payment; provided that if a Payer has made payment to TransactRx as required under the
agreement between the Payer and TransactRx, Provider shall look solely to TransactRx for payment of such
amounts. To enable TransactRx to carry out the provisions of this Article 5, Provider hereby authorizes
TransactRx as its limited agent for the purpose of receiving remittance advices, utilization reports, payments,
and other information provided by Payers on behalf of Provider.
5.3 Overpayments and Authorized Deductions. Any amounts owed by Provider to TransactRx (including but not
limited to claim transmission fees and overpayments from Claim reversals, errors, inaccurate submissions, or
otherwise) shall become immediately due and owing and shall be paid by Provider to TransactRx upon
request Provider agrees not to attempt to affect any accord or satisfaction through a payment instrument or
accompanying written communication and not to conditionally or restrictively endorse any payment
instrument; and TransactRx shall not be bound by any such attempt or endorsement In the event of non-
payment by Provider or as otherwise authorized by this Agreement or at TransactRx's discretion, TransactRx
may deduct or offset any overpayments or other amounts owed by Provider to TransactRx from any amounts
TransactRx Provider Network Agreement Page 8 of 29
otherwise payable to Provider. TransactRx further reserves the right, in its sole discretion, to require Provider
to assign to TransactRx any collection rights Provider may have against any person.
5.4 Payment for Cognitive and/or Other Services. TransactRx may, at its discretion and if Provider agrees, make
payments to Provider with respect to Cognitive Services and/or other services provided to Covered
Individuals. Such payments may result in different amounts payable to Provider hereunder.
5.5 Taxes. If any taxes, assessments, and/or similar fees ("taxes") are imposed on Provider by a governmental
authority for the provision of Covered Services to Covered Individuals, Provider shall be responsible for such
taxes and shall not pass such taxes onto Covered Individuals, Payers or TransactRx unless specifically required
to do so under applicable Laws or expressly permitted to do so by TransactRx or Payer. In no event shall
TransactRx be liable for any taxes or the determination of the amount of taxes.
5.6 Objection To Payment. Provider must promptly notify TransactRx in writing of any alleged error, miscalculation,
discrepancy or basis for disputing the correctness or accuracy of any Claim (whether paid, denied, rejected,
reversed, or otherwise) within one hundred eighty (180) calendar days after payment is due. Otherwise,
Provider will be deemed to have confirmed the correctness and accuracy of the Claims processed and/or paid
during that financial cycle. In no event will TransactRx have liability above or beyond the aggregate amount of
Claims during such one hundred eighty (180) calendar day period. To request an adjustment to a Claim
payment, Provider must timely submit to TransactRx sufficient documentation to evidence that the Claim was
paid incorrectly. This objection and time limitation does not apply with respect to any overpayments that may
be made to Provider.
5.7 Covered Individual Held Harmless. Prior to providing Covered Services to a Covered Individual, Provider will
collect from each Covered Individual the applicable Copayment as required by this Agreement. Provider will
in no event (including, but not limited to, non-payment by TransactRx or any Payer, TransactRx's or any Payer's
insolvency, or breach of this Agreement) bill, charge, collect a deposit from, seek compensation, remuneration,
or reimbursement from, or have any recourse against, a Covered Individual or other persons acting on their
behalf. In the event of Payer's insolvency or other cessation of operations, Provider agrees that benefits to
Medicare Risk Covered Individuals will continue through the period for which premium has been paid. This
provision does not prohibit the collection of Copayments or charges for non -covered services or items;
however, Provider shall not add additional charges to the Copayment for the provision of Covered Services
under this Agreement. This provision will survive the termination of this Agreement and supersedes any oral
or written contrary agreement now existing or hereafter entered into between Provider and Covered
Individual or someone acting on the Covered Individual's behalf.
ARTICLE 6
RECORD MAINTENANCE AND ACCESS
6.1 Maintenance of Records. Provider agrees to maintain records as is required by TransactRx, by Law, or by
appropriate regulatory authorities as such relate to Covered Services to be provided in accordance with this
Agreement for a period of no less than ten (10) years (or such longer period required by Law) following the
termination of this Agreement. Without limiting the generality of the foregoing, Provider shall maintain all
Provider records and data relating to the provisions of Covered Services to Covered Individuals and its
responsibilities under this Agreement in a manner consistent with appropriate Provider standards and Laws,
including, without limitation, maintaining original prescription orders, patient signature logs, pharmaceutical
purchase records, prescriber information, patient profiles, billing records, and payments received from, or on
behalf of, Covered Individuals. With respect to re -written prescription, re -written prescriptions for Covered
Services must contain all appropriate documentation which was on the original prescription. TransactRx may
withhold, deny, or chargeback payments where records and logs are not maintained as required hereunder.
6.2 Access to Records. During the Term of this Agreement and for two (2) years thereafter, TransactRx, Payers, and
any and all applicable governmental authorities, shall have access at all reasonable times to Provider's books,
records and other papers which relate to this Agreement and/or Covered Services, including, without
limitation, original prescription orders, patient signature logs, pharmaceutical purchase records, prescriber
information, patient profiles, billing records, and payments received from, or on behalf of, Covered Individuals.
6.3 Survival of Termination. The provision of this Article 6 shall survive the termination of this Agreement.
TransactRx Provider Network Agreement Page 9 of 29
ARTICLE 7
AUDITS
7.1 Audit Procedures. TransactRx, a Payer, the Comptroller General of the United States ("Comptroller"), the
Department of Health and Human Services ("DHHS"), the Centers for Medicare and Medicaid Services ("CMS"),
and their respective duly authorized representatives or designees shall have the right, for the term of this
Agreement and for ten (10) years thereafter (or such longer period required by Law) to review, audit, examine,
and reproduce any of Provider's books, records, prescription files, and other documentation pertaining to
Covered Services for Covered Individuals and/or Provider's compliance with this Agreement TransactRx will
provide Provider with fifteen (15) calendar days prior notice, or such lesser or greater time as is required by
Law, of any onsite audit. In addition, Provider shall provide records or copies of records requested by
TransactRx, a Payer, Comptroller, DHHS, CMS, or their third party authorized representatives or designees
within ten (10) calendar days from the date of such written request or such shorter time required by
Law. Provider agrees to fully cooperate in good faith with such audits, regardless of the form of such audit,
including but not limited to, onsite audits and audits by mail, in-house desk audits, drug utilization reviews and
detection of Claim submission errors. If TransactRx is denied admission to the Provider or if Provider does not
timely present requested documentation and records, Provider may be assessed a reasonable audit fee or
TransactRx may deem 100% of the Claims to be audited as noncompliant and due and owing to TransactRx. In
addition, where based on a sampling of audited Claims, if TransactRx determines that Provider has engaged in
fraud or abuse or has made common errors in the submission of Claims, TransactRx has the right to extrapolate
for purposes of determining the amount due and owing to TransactRx for noncompliant Claims to the extent
not prohibited by Law.
7.2 Audit Discrepancies. Audits of Provider will be conducted to determine non -compliant or discrepant Claims,
which include, but are not limited to, the following: Provider billed for brand, but dispensed generic; quantity
dispensed does not reflect the prescription order, ethical use, exceeds or is not in accordance with the Covered
Individual's Plan; missing (or not timely produced) hard copy prescriptions; reason not specified on
prescription when refill too early message is over -ridden; inaccurate Prescriber Numbers submitted; NDC
number billed not in accordance with NDC number administered; NDC number of product or number of units
billed does not reflect Covered Service.
7.3 Audit Recovery. If it is determined by TransactRx or its designee that overpayments were made to Provider, any
such overpayment shall become immediately due and owing and shall be paid by Provider to TransactRx upon
notice to Provider. TransactRx may, at its sole discretion, deduct or offset such amount of any overpayments
made to Provider from any amounts otherwise payable to Provider.
7.4 Provider Non -Compliance. If Provider is deemed non -compliant with this Agreement, certain penalties may
apply, including, but not limited to, fees, interest, penalties, damages, or other charges imposed upon
TransactRx by governmental entities, regulatory agencies, and/or Payers. TransactRx has the right to deduct
any such amounts from any amounts payable to Provider. TransactRx may report its audit findings to Payers,
appropriate governmental entities, and/or regulatory agencies.
7.5 Survival of Termination. The provisions of this Article 7 shall survive the termination of this Agreement.
ARTICLE 8
INSURANCE, INDEMNIFICATION AND ACCOUNTABILITY
8.1 Insurance. Provider, at its sole cost and expense, shall procure and maintain policies of general and professional
liability insurance and such other insurance as shall be necessary to insure it and its employees against any
claim or claims for damages arising out of, or related to, alleged personal injuries or death occasioned directly
or indirectly in connection with the performance of Covered Services and activities of Provider, and/or the use
of any facilities, equipment or supplies provided by Provider. Each of such policies shall be amounts of at least
one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) annual aggregate,
or such greater amount required by Law. In additional, all health care professionals employed or under
contract with Provider to provide Covered Services to Covered Individuals shall procure and maintain such
insurance, unless such health care professionals are covered under Provider's insurance policies. Provider
shall name as an additional insured TransactRx, its successors and assignees. Provider shall immediately notify
TransactRx Provider Network Agreement Page 10 of 29
TransactRx in writing of any suspension, cancellation, or material change of insurance coverage. Provider shall
furnish TransactRx reasonable proof of such insurance as maybe requested upon execution of this Agreement
and/or at any reasonable time thereafter. Provider acknowledges and agrees that failure to maintain the
appropriate insurance policies will result in immediate termination of this Agreement. This provision shall
survive the termination of this Agreement.
8.2 Indemnification. All liability arising from the provision of Covered Services and any other services rendered by
Provider will be the sole responsibility of Provider. Provider will indemnify, defend, and hold harmless
TransactRx, its designees, Payers, and their respective shareholders, officers, directors, employees, agents, and
representatives from and against any and all liabilities, losses, awards, settlements, claims, injuries, damages,
expenses, demands, penalties, or judgments of any kind (including reasonable costs, expenses, and attorneys'
fees) that may result or arise out of: (a) any actual or alleged malpractice, negligence, misconduct, or breach by
Provider in the performance or omission of any act or responsibility assumed by Provider; (b) the provision of
Provider services for the sale, compounding, dispensing, manufacturing, or use of a drug or device dispensed
by Provider; or (c) the breach or alleged breach by Provider of any representation, warranty, or covenant of
Provider as set forth in this Agreement.
8.3 Data Processing Limitations. Provider acknowledge that TransactRx or its designee will provide electronic
claims/data processing services (hereinafter the "Data Processor"). TransactRx MAKES NO EXPRESS
WARRANTIES AS TO SUCH DATA PROCESSING SERVICES, AND NO WARRANTIES ARE TO BE IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT SHALL TransactRx, ITS SUBSIDIARIES OR AFFILIATES, OR ITS
SUBCONTRACTORS, HAVE ANY LIABILITY WHATSOEVER TO PROVIDER ARISING OUT OF OR IN CONNECTION
WITH SUPPLYING OR FAILING TO SUPPLY THE DATA PROCESSING SERVICES. Provider acknowledges that
Data Processor has expended substantial sums in creating and obtaining rights in the applications software
programs used in the provider program(s) (the "System") and has substantial proprietary interest and
valuable trade secrets therein. At no time during the term of this Agreement or thereafter may Provider assign,
sell, license, let, duplicate, transfer, pledge or hypothecate the System or any portion thereof. Provider shall
utilize reasonable security controls to protect the System which are no less stringent than those Provider uses
to protect its own proprietary rights. Provider agrees that all data submitted to the Data Processor for
processing and all output provided by the Data Processor shall be delivered and transported to and from
Provider at its sole risk, cost and expense. Ownership rights to all data and information submitted to Data
Processor or TransactRx in connection with this Agreement shall vest in TransactRx.
8.4 Limitation of Liability. Notwithstanding any other term of this Agreement, in no event shall TransactRx be liable
to Provider for special, indirect, incidental, exemplary, consequential (including but not limited to loss of
profits) or punitive damages arising from the relationship of the parties or the conduct of business under this
Agreement (even if TransactRx has been advised of or has foreseen the possibility of such damages).
ARTICLE 9
CONFIDENTIAL AND PROPRIETARY RIGHTS
9.1 Covered Individual Records. Provider and TransactRx agree that all Covered Individual records shall be treated
as confidential so as to comply with all Laws regarding the confidentiality of Covered Individual records,
including, without limitation, the HIPAA and amendments thereto, and/or is prudent in accordance with
applicable industry standards. Provider agrees to execute any documents reasonably necessary for Provider,
TransactRx and/or a Payer to comply with HIPAA. Provider agrees never to provide Covered Individuals'
information to others for Provider's pecuniary gain. Nothing herein is meant, however, or shall be construed,
to limit the rights of TransactRx, or the rights of governmental authorities, to inspect and copy any accounting,
administrative, or Covered Individual records maintained by Provider pursuant to Article 7 of this Agreement.
9.2 Confidential and Proprietary Information. Provider agrees that all terms contained herein and within any other
agreement between TransactRx and Provider, and all pricing, programs, services, business practices, and
procedures of TransactRx and Payers are confidential and/or proprietary. Provider agrees to maintain the
confidential nature of such materials and not to disclose the terms and conditions contained herein or
contained in any other agreement with TransactRx or any pricing, programs, services, business practices, or
procedures of TransactRx or Payers, without the express written consent of TransactRx or the applicable Payer,
TransactRx Provider Network Agreement Page 11 of 29
unless such information is already publicly available due to no fault of Provider or such disclosure is required
to comply with any Law.
9.3 Remedies. Provider shall promptly notify TransactRx if it becomes aware of any use of confidential information
or data that is not authorized by TransactRx. Provider acknowledges and agrees that any unauthorized
disclosure or use of confidential and/or proprietary information or data obtained from or provided by
TransactRx would cause TransactRx immediate and irreparable injury or loss that cannot be fully remedied by
monetary damages. Accordingly, if Provider fails to comply with this Article 9, TransactRx is entitled to seek
and obtain injunctive relief, monetary remedies, and/or such other damages as available by Law against
Provider.
ARTICLE 10
MARKETING, ADVERTISING, AND PUBLICITY
10.1 Publish Provider Information. Provider agrees to provide to TransactRx, and agrees that TransactRx may
publish, Provider's name, address, telephone number, hours of operation and other similar descriptive
information or information reasonably required for any advertisement, literature or publication produced for
the marketing, administration and/or operation of a provider program or Network. Provider's use of the name
or a symbol, trademark or service mark of TransactRx or its Affiliates or subsidiaries in any advertisement,
literature, publication, pamphlet or sign Provider uses, whether or not such use relates to Provider's
participation in the provider program(s) or Network(s), shall be subject to the prior written consent of
TransactRx. Notwithstanding such consent, nothing herein shall be deemed to grant Provider any rights in
such names, symbols, trademarks or service marks. Upon termination of this Agreement, Provider agrees to
immediately cease all such use.
10.2 Marketing and Promotion. Provider shall make reasonable efforts, as permitted by applicable Law, to assist
TransactRx or Payers in marketing Plans. Provider shall ensure that all Provider facilities maintain reasonable
TransactRx or Plan promotion, membership and marketing materials as reasonably requested by TransactRx
or Payer, consistent with the signage visibility and marketing support granted to third parties other than
TransactRx.
10.3 Direct Marketing. Provider shall not directly market to or solicit Covered Individuals without written
authorization from TransactRx and the applicable Payer. Such marketing and soliciting activities to Covered
Individuals shall include without limitation direct marketing campaigns and solicitations via mail, telephone,
internet or any other means available.
10.4 Public Comments. TransactRx and Provider agree that, in the event of conflict involving the terms of this
Agreement or termination of this Agreement, both TransactRx and Provider will refrain from publicly
disparaging the other.
ARTICLE 11
GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Choice of Law. This Agreement shall be construed, interpreted, and governed by the Laws of the State of Florida,
without giving effect to its conflict of laws provisions. The operation of Provider or the professional practice of
Provider shall in all respects be governed by the laws of the state wherein the Provider is located and where
the practice of Provider is performed.
11.2 Dispute Resolution. In the event that any dispute, claim or controversy arising out of or relating to this
Agreement arises between Provider and TransactRx, except for disputes deemed by TransactRx to be related
to termination without cause of this Agreement, both agree to meet and make a good faith effort to resolve the
dispute. If such efforts are unsuccessful, either party may commence arbitration by filing an arbitration
demand with the American Arbitration Association ("AAA") or American Health Lawyers Association ("AHLA")
within thirty (30) calendar days of the meeting. The dispute will be resolved through arbitration to be
conducted in Miami, Florida.
Any dispute subject to arbitration shall be settled by binding arbitration, strictly in accordance with this
Agreement, except to the extent the dispute is required by Law to be resolved by a state or federal authority.
TransactRx Provider Network Agreement Page 12 of 29
The parties shall not have the right to participate as a member of any class of claimants pertaining to any
dispute subject to arbitration hereunder, nor shall there be any authority for disputes arising hereunder to be
arbitrated on a class action basis. Arbitration shall be limited only to disputes arising between Provider and
TransactRx and cannot be consolidated or joined with claims of other persons who may have similar claims.
The Commercial Arbitration Rules of the AAA or AHLA shall apply, using a three (3) member panel of
arbitrators. Any dispute under $500,000 shall be handled by expedited procedures under the AAA or
AHLA. The panel shall consist of one (1) arbitrator selected by Provider, one (1) arbitrator selected by
TransactRx, and the third independent arbitrator shall be selected and agreed upon by the first two
arbitrators. The parties may also use a single arbitrator, provided they mutually agree to do so and mutually
agree on the choice of arbitrator. The decision of the arbitrator, if a single arbitrator is used, or the majority
decision of the arbitrators, if a panel is used, shall be binding. The cost of any arbitration proceeding under this
Section shall be shared equally by the parties to such dispute unless otherwise ordered by the
arbitrator(s). Judgment upon the award rendered by the arbitrator(s) may be entered and enforced in any
court of competent jurisdiction. In the event the dispute is required by Law to be resolved by a state or federal
authority, TransactRx and Provider agree to be bound by the findings of such state or federal authority.
11.3 Dispute Resolution with Payer. In the event that any dispute, claim or controversy arising out of or relating to
this Agreement arises between Provider and Payer, Provider shall exhaust all internal Payer administrative
appeal, grievance or other dispute resolution mechanisms prior to the submission of any unresolved disputes
to a third party. If such dispute resolution efforts are unsuccessful, such dispute shall be resolved by binding
arbitration, in accordance with the applicable Payer's dispute resolution procedures.
11.4 Survival of Termination. This Article 11 shall survive termination of this Agreement
ARTICLE 12
TERM AND TERMINATION
12.1 Term. This Agreement shall be effective as of the Effective Date appearing on the signature page hereof and shall
continue in effect for a one (1) year term, and shall automatically renew for successive one-year terms unless
either party provides written notice of non -renewal to the other party at least sixty (60) calendar days' prior
to the end of the initial term or any renewal term.
12.2 Termination. This entire Agreement may be terminated as follows:
(a)
(b)
(c)
Automatic Termination. This Agreement will terminate automatically without notice with respect
to Provider as of the date on which such Provider fails to maintain appropriate licensure, registration,
certification, good standing, or insurance, as required under this Agreement and/or Law.
Immediate Termination Rights. TransactRx may terminate this Agreement immediately upon
written notice to Provider in the event of:
(i) Breach of any representation, warranty or covenant of Provider in this Agreement;
(ii) The transfer of ownership of any of Provider's practice to a new owner, or if the right to control
any aspect of Provider's operations is transferred to another person or entity;
(iii) Provider becomes insolvent, admits it is unable to pay its debts, an action is filed by or against
Provider under the Federal Bankruptcy Act or any other Law or act regarding insolvency,
reorganization, arrangement, or extension for the relief of debtors, including any assignment for
the benefit of creditors, the appointment of a receiver or trustee for transfer or sale of a material
portion of Provider's assets, or TransactRx's receipt of a writ of attachment, execution or
garnishment;
(iv) Provider or Provider's employees act in an illegal, unethical, unscrupulous or immoral manner
which adversely impacts the reputation of TransactRx, its Affiliates, or Payers;
(v) TransactRx has reason to believe in its sole discretion that the health or safety of a Covered
Individual(s) may be in jeopardy; or
(vi) Provider engages in any fraudulent activity related to the terms of this Agreement.
Event of Default Either Party may terminate this Agreement at any time for material breach by the
other party by giving at least thirty (30) days' written notice to the other party, or such longer period
TransactRx Provider Network Agreement Page 13 of 29
as required by Law, which termination shall become effective at the end of such notice period if such
breach is not cured to the satisfaction of the non -breaching party by such date.
(d) Provider Termination Right. Provider may terminate this Agreement in accordance with Section 13.2 in
the event Provider objects to any amendment made under Section 13.2 of this Agreement or without
cause upon a ninety (90) day written notice to TransactRx (or such longer period as required by Law).
(e)
Provider Program and/or Network Termination. TransactRx may terminate Provider from participating
in any specific Network or provider program, including but not limited to any Network or provider
program as it relates to a specific Plan or Payer, without cause upon a thirty (30) day written notice to
Provider (or such longer period as required by Law).
(f) Termination of Website Use. TransactRx, in its sole discretion, reserves the right to terminate Provider's
use of the Website and Services (described in Article 14) at any time without notice. In addition, if the
Agreement terminates for any reason, Provider's access to the Website and Services may, in
TransactRx's sole discretion, be extended for up to 60 days to continue to be used in accordance with
the Agreement, including the Terms of Use in Article 14.
12.3 Rights and Remedies in the Event of Termination or Breach. In the event of termination or breach of this
Agreement, in addition to all other rights and remedies TransactRx may have at Law, equity, or under this
Agreement, TransactRx shall have the right, upon notice to Provider, to: (i) deduct from any amounts owing to
Provider any amounts which Provider owes TransactRx; (ii) impose reasonable investigation, collection, audit,
and/or similar fees with respect to any breach of this Agreement; (iii) suspend performance of any and/or all
of TransactRx's obligations under or in connection with this Agreement, including, without limitation,
TransactRx's obligation to process claims; and/or (iv) suspend Provider's performance of any and/or all of
Provider's obligations under or in connection with this Agreement
In the event this Agreement is terminated, Provider shall submit all Claims for Covered Services dispensed
before the date of termination within five (5) calendar days after the date of termination. Any rights to payment
for any Claim submitted after such time, whether or not the same would qualify as a Claim, shall be deemed
forfeited, and Provider agrees to hold TransactRx, Affiliates, their subsidiaries, subcontractors, Payers, and
each of their respective employees, shareholders, members, officers and directors and the Covered Individual
receiving the Covered Service harmless for any expense associated therewith.
Upon termination of this Agreement, Provider shall return, at its expense, any Manuals, decals, participation
identification materials and other documents or materials supplied to Provider by TransactRx in connection
with this Agreement and/or any provider program or Network, including all confidential and proprietary
information of TransactRx.
Termination shall have no effect upon the rights and obligations of the parties arising out of any transactions
occurring prior to the effective date of such termination. The termination rights hereunder are in addition to
any and all other rights and remedies that may be available to TransactRx under this Agreement.
ARTICLE 13
GENERAL PROVISIONS
13.1 Entire Agreement. This Agreement together with all schedules, attachments, exhibits, Manuals, and addenda
attached hereto or incorporated herein, contains the entire Agreement between TransactRx and Provider, all
of which are incorporated by reference as if fully set forth herein and referred to collectively as this
"Agreement'. Any prior oral or written agreements, promises, negotiations, or representations concerning
the subject matter covered by this Agreement are terminated and of no force and effect except that all existing
pricing schedules and addenda shall be incorporated into this Agreement, unless otherwise provided for in any
attached Schedule to this Agreement. This Agreement will be effective and binding on the parties only if the
duly authorized signatures of the parties are affixed hereto where indicated on the signature page.
13.2 Amendments/Modifications. This Agreement maybe altered or amended only with the written consent of each
party hereto; except that TransactRx may amend any term, part or provision of this Agreement, including,
TransactRx Provider Network Agreement Page 14 of 29
without limitation, any exhibits, Manuals, schedules, amendment or addenda, by giving written notice to
Provider at least ten (10) calendar days (or such longer period required by Law) prior to the Effective Date of
the amendment ("notice period"). Notwithstanding the foregoing, TransactRx may amend the Terms of Use
as described in Article 14. If Provider objects to any such amendment(s), Provider may terminate this
Agreement by giving TransactRx written notice of termination of this Agreement prior to the expiration of the
notice period, which termination shall become effective thirty (30) days after the date of such notice of
termination, or such other longer or shorter period required by Law. If Provider does not provide written
notice of termination of this Agreement to TransactRx within the notice period, then Provider will be deemed
to have accepted such amendment, and Provider agrees that such amendment(s) shall not require a separate
signature in order to be effective.
13.3 Assignment. No part of this Agreement maybe assigned by Provider without TransactRx's prior written consent,
and any attempted assignment without such consent shall be void. Provider acknowledges and agrees that
TransactRx, without consent, may assign all or any part of this Agreement and/or TransactRx's rights,
privileges or duties under this Agreement to any direct or indirect parent, subsidiary, or Affiliate or to a
successor company.
13.4 Third Party Agreements/Subcontractors. TransactRx may subcontract all or any part of its obligations under
this Agreement to a third party provided that such subcontractor agrees to perform the services as set forth
herein. Provider will be advised of such subcontracting relationships when necessary to enable Provider to
perform its duties under this Agreement.
13.5 Lawful Interpretation. This Agreement will be interpreted and performed in compliance with all Laws. If this
Agreement or any part hereof is found not to be in compliance with any Law, then the parties shall renegotiate
this Agreement for the sole purpose of correcting the non-compliance.
13.6 Force Majeure. The parties shall be excused, discharged, and released from performance under this Agreement
to the extent that all or part of this Agreement cannot be performed due to causes which are outside the control
of TransactRx and Provider, and could not be avoided by the exercise of due care, including but not limited to
acts of God, acts of a public enemy, acts of a sovereign nation or any state or political subdivision or any
department or regulatory agency thereof or entity created thereby, acts of any person engaged in a subversive
activity or sabotage, terrorist activity, fires, floods, earthquakes, explosions, strikes, slow -downs, lockouts or
labor stoppage, freight embargoes, or by any enforceable Law. The foregoing shall not be considered to be a
waiver of any continuing obligations under this Agreement, and as soon as conditions cease, the party affected
thereby shall fulfill its obligations as set forth under this Agreement.
13.7 Severability. In case any one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable
in any respect, the remaining provisions shall be construed liberally in order to effectuate the purposes hereof,
and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
13.8 Waiver. Neither the waiver by either of the parties of a breach or a default of any of the provisions of this
Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions
of this Agreement, shall thereafter be construed as a waiver of any subsequent breach or default of any of the
provisions of this Agreement. A waiver by either party of strict compliance with the terms of this Agreement
shall only be effective if in writing and signed by both parties hereto, and shall not be effective with respect to
any prior or subsequent failure by either party to comply with any term of this Agreement.
13.9 Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the
benefit of the parties, their agents, successors and permitted assigns unless otherwise set forth herein or agreed
to in writing by the parties.
13.10 No ices. Any notice required to be given pursuant to this Agreement shall be in writing, postage prepaid, and
shall be sent via facsimile transmission or by United States first class mail or by certified or registered mail to
the parties at the addresses indicated on the first page of this Agreement (or such other addresses that the
parties may hereafter designate); provided however that any notice of dispute or termination by Provider must
be sent by certified or registered mail to TransactRx at the address indicated on the first page of this Agreement,
TransactRx Provider Network Agreement Page 15 of 29
with a copy sent by certified or registered mail to the following (or such other address designated by written
notice of TransactRx):
TransactRx
5975 Sunset Drive, Suite 501
South Miami, FL 33143
Attn: Jack Guinan
The notice shall be effective on the third business day after deposit in the U.S. Mail if sent by certified mail or
on the date of electronic confirmation of facsimile receipt if sent by facsimile.
13.11 Federal Funds. Provider acknowledges and agrees that claims data and information provided in connection with
this Agreement may be used for purposes of obtaining Federal funds. Provider agrees that it is bound by 45
CFR Part 76 and represents and warrants that it is not excluded by the Department of Health and Human
Services Office of the Inspector General or by the General Services Administration.
13.12 Payer's CMS Contract Obligations. In accordance with 42 CFR 423.505(i)(1), 42 CFR 423.562(a)(4), and 42 CFR
422.504(i)(1), notwithstanding anything to the contrary agreed to by the parties, Payer maintains ultimate
responsibility for adhering to and otherwise fully complying with all terms and conditions of its Part D contract
with CMS and for ensuring that Provider satisfies its obligations under Payer's Medicare Part D plan. Further,
Provider agrees to participate in Payer's Medicare Part D Plan under the terms and conditions agreed to by the
parties in this Agreement. Any such services or other activity performed by Provider in connection with Payer's
Medicare Part D Plan shall be consistent and comply with Payer's contract with CMS as required by 42 CFR
423.505(i)(3)(iii) and 42 CFR 422.504(i)(3)(iii).
13.13 Delegated Activities. In accordance with 42 CFR 423.505(i)(3)(ii) and (i)(4)(ii) and 42 CFR 422.504(i)(3)(ii)
and (i)(4)(ii), in the event CMS or Payer determines that Provider has not performed satisfactorily under this
Agreement, the delegated activities and reporting responsibilities of Provider maybe revoked.
13.14 Payer Oversight. In accordance with 42 CFR 423.505(i)(3)(ii) and (i)(4)(iii) and 42 CFR 422.504(i)(3)(ii) and
(i)(4)(iii), Payer will establish and maintain ongoing monitoring and oversight of all aspects of Provider's
performance of its obligations in connection with Payer's Medicare Part D Plan. Provider agrees to cooperate
with any such monitoring oversight by Payer.
13.15 Electronic Prescribing. In accordance with 42 CFR 423.159 and 42 CFR 423.505(b)(6), Provider will support
and comply with electronic prescription standards developed by CMS, as applicable, once final standards are
effective with respect to Covered Individuals.
13.16 Payer Contract Obligations. Provider acknowledges that this Agreement is entered into subject to TransactRx's
contracts with Payers ("Payer Contracts"), and Provider agrees to abide by all provisions applicable to
Provider under the Payer Contracts.
13.17 Headings. The paragraph headings herein are for convenience purposes only and are not to be utilized in
construction of the provisions of this Agreement.
ARTICLE 14
WEBSITE AND PORTAL STANDARD TERMS OF USE
14. The following Terms of Use apply to Provider's use of MyTransactRx.com and any of its information, features, or
services (all together referred to as "the Website and Services"). By using the Website and Services, Provider hereby
agrees to the Agreement including these Terms of Use. Certain features of the Website and Services may be governed
by additional terms of use. By agreeing to these Terms of Use, Provider hereby agrees to all applicable terms and
restrictions including any additional terms of use described herein or later added.
14.1 Authority. Provider agrees that he/she is able, and has the authority, to accept the Terms of Use for the Website
and Services and that he/she will use the Website and Services in a manner consistent with these Terms of Use.
Further, Provider represents and warrants that only Provider will use the Website and Services.
TransactRx Provider Network Agreement Page 16 of 29
14.2 Changes to the Terms of Use. TransactRx may update and change these Terms of Use from time to time without
separate notice to Provider. Provider is responsible for reviewing these Terms of Use on a regular basis to
ensure the ability to comply with them. By using or accessing the Website and Services after changes have been
made to the Website and Services or to these Terms of Use, Provider is agreeing to accept those changes.
14.3 Protecting Information. Provider is responsible for ensuring that only Provider and authorized personnel have
access to Provider's userID(s) and password(s). Provider should keep any correspondence relating to the
Website and Services (including, but not limited to, user ID, passwords, other registration information, e -mails,
order information, or any other information) confidential and in a safe place. If other people have access to
Provider's computer, handheld device, user ID or password, or other personal information, they maybe able to
access information Provider has obtained from the Website and Services. TransactRx is not responsible for the
security or privacy of any such information under these circumstances. Any information transmitted through
the Website and Services will be solely the responsibility of the registered user whose ID and password was
utilized to gain access. Provider agrees to notify TransactRx at the address in Section 13.10 if Provider becomes
aware of or suspects any loss or unauthorized use of Provider's login information (user ID or
password). TransactRx is not responsible for the security of Provider's internet access services provider, and
Provider should review any applicable security and privacy policies carefully.
14.4 Use of the Website and Services. Provider agrees to use the Website and Services only for lawful purposes and
in a manner consistent with their intended use, the Agreement and these Terms of Use. TransactRx may, at any
time and without notice, prohibit access to the Website and Services to any individuals whom TransactRx
determines are using the Website and Services in a way not permitted under these Terms of Use, who is
restricting or prohibiting any other user from using or enjoying the Website and Services, or whose conduct
might constitute a criminal offense, result in civil liability, or otherwise violate any applicable local, state,
national or international law.
Examples of prohibited uses of the Website and Services include, but are not limited to: (a) sharing of personal
medical/prescription information with an unauthorized third party; (b) placement on the Website and Services
of any untrue, malicious, fraudulent, harassing, offensive or defamatory material, or any material that is
irrelevant to a legitimate use of the Website and Services; (c) introduction of viruses, worms or other
programming routines that are intended to disruptor interfere with the operation of the Website and Services;
(d) linking to or insertion of links to other sites of whatever character; (e) unauthorized changes to any data or
information supplied by the Website and Services; (f) any activity that infringes on the copyright, patent,
trademark or other rights of any other person or organization. Any unauthorized entry (commonly referred to
as "hacking") into any portion of the Website and Services may constitute a crime under state and/or federal
law and TransactRx will prosecute these violations to the fullest extent permitted by law. Anyone using this
Website and Services in violation of these Terms of Use will be liable to TransactRx for damages of any nature
whatsoever suffered by TransactRx or its Affiliates.
14.5 Permission to Print and Copy. The Website and Services contain copyrighted works, trademarks and other
proprietary material owned by TransactRx or its information providers. If no restrictions are displayed,
Provider may print, download, or make copies of materials from the Website and Services for Provider's own
personal and non-commercial use only. Except as just provided, Provider may not copy, reproduce, publish,
post, transmit, display, store, sublicense, transfer or distribute material or images from the Website and
Services without written permission from TransactRx. In addition, Provider may not modify, alter, revise,
paraphrase, omit, change, create derivative works, or modify or obliterate any copyright notice or other
warning on any material or images from the Website and Services without written permission from
TransactRx.
14.6 License. Provider may not assign, sublicense, transfer, pledge, lease, rent or share Provider's rights under these
Terms of Use, unless otherwise agreed to in writing by TransactRx. Nothing contained on the Website and
Services should be construed as granting, by implication, estoppel or otherwise, any license or right in and to
TransactRx or its related parties' trademarks or copyrighted material of TransactRx or any third party without
the express written permission of the applicable party.
14.7 Medical and Other Advice. TransactRx is not authorized to provide and does not engage in providing medical
advice. Further, the information in the Website and Services is also not intended as and does not constitute
TransactRx Provider Network Agreement Page 17 of 29
financial or legal advice and Provider should consult an appropriate professional for specific advice tailored to
Provider's situation.
14.8 Down Time. TransactRx takes commercially reasonable measures to ensure system availability without
interruption, except for scheduled maintenance. However, service interruptions may occur and in no event will
TransactRx be liable to Provider or to any other party for such service interruptions, whatever the cause or
length.
14.9 Disclaimer. NEITHER TransactRx NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS OR
CONTENT PROVIDERS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE
WEBSITE AND SERVICES. THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS. UNLESS OTHERWISE SPECIFIED IN WRITING, AND TO THE FULL EXTENT PERMISSIBLE BY
APPLICABLE LAW, TransactRx SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FORA PARTICULAR PURPOSE, WARRANTIES
OF MERCHANTABILITY, OR WARRANTIES AGAINST INFRINGEMENT AS TO THE OPERATION OF THE
WEBSITE AND SERVICES OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING
SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO PROVIDER THROUGH THE
WEBSITE AND SERVICES. PROVIDER EXPRESSLY AGREES THAT THE USE OF THE WEBSITE AND SERVICES
IS AT PROVIDER'S SOLE RISK.
14.10 Limitation of Liability of Agreement and Terms of Use. BY ITS ACCEPTANCE OF THE AGREEMENT OR ITS
ACCESSING THE WEBSITE AND SERVICES, PROVIDER AGREES TO HOLD HARMLESS AND WAIVE ALL CLAIMS
AGAINST TransactRx AND ITS RELATED PARTIES REGARDING THE INFORMATION PROVIDED ON THE
WEBSITE AND SERVICES AND PROVIDER'S USE OF IT. PROVIDER AGREES THAT UNDER NO CIRCUMSTANCES
WILL TransactRx OR ITS RELATED PARTIES BE LIABLE TO PROVIDER FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES -EVEN IF TransactRx HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. TransactRx's ENTIRE LIABILITY AND PROVIDER'S EXCLUSIVE REMEDY
WITH RESPECT TO ANY DISPUTE OR CLAIM RELATED TO THE WEBSITE AND SERVICES IS PROVIDER'S
STOPPING HIS/HER USE OF THE WEBSITE AND SERVICES. BECAUSE SOME STATES DO NOT ALLOW
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN
DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW AND SOME
OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO PROVIDER, AND
PROVIDER MAY HAVE ADDITIONAL RIGHTS.
TransactRx CANNOT AND WILL NOT ASSUME ANY LIABILITY FOR UNAUTHORIZED OR FRAUDULENT USE OF
THE WEBSITE AND SERVICES.
14.11 Indemnification. TransactRx will notify Provider of any claim made by a third party for liability or expense
arising from Provider's use of the Website and Services, in whole or in part, directly or indirectly. Provider in
turn agrees to indemnify, defend, and hold harmless TransactRx and its related parties for, from and against
any such claim, including reasonable attorneys' fees.
14.12 Links to Other Websites. The Website and Services may occasionally provide links to other websites that might
be of interest to users. Please note that when Provider clicks on one of these links Provider maybe moving to
another company's website. TransactRx cannot control the activities of any such company once Provider
leaves TransactRx's Website. TransactRx encourages Provider to read the terms of use and privacy policies of
these linked sites because they may differ from TransactRx's.
14.13 Jurisdiction. The Website and Services are intended only for access and use by United States residents, are
presented solely as a service to visitors and subscribers located in the United States of America and its
territories, and therefore may not comply with legal requirements of foreign countries.
14.14 Not Intended for Use by Minors. The Website and Services are not intended for, nor does TransactRx believe,
they are appealing to, children under the age of 16. TransactRx will not knowingly collect information from
visitors in this age group.
TransactRx Provider Network Agreement Page 18 of 29
14.15 Electronic Signature. Provider accepts the validity of the electronic signature placed on this agreement, and
thereafter by using the Website and Services, Provider agrees to the terms and conditions contained in the
Agreement, including the Terms of Use, Provider Certification and Provider Attestation.
14.16 Business Associate Agreement. TransactRx and Provider agree to be bound by the terms of the Attachment A,
Business Associate Agreement.
IN WITNESS WHEREOF, the respective authorized officers of the parties hereto have executed this Agreement as of
the date indicated below, effective as of the Effective Date defined herein.
TRANSACTRX BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,
(Signature)
(Signature)
Jack Guinan
(Print Name)
CEO
(Title)
(Date)
TransactRx Provider Network Agreement
Kevin D. Ross
(Print Name)
Chair
(Title)
APR 2 9 2024
(Date) ciAit f44 iii • K,jw; vi
ATTEST:
Page 19 of 29
oZO./ /Oa°
ATTACHMENT A
TRANSACTRX
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT ("Agreement") is incorporated by reference into the
Provider Network Agreement by and between POC Network Technologies, Inc. d/b/a TransactRx ("Business
Associate"), and Provider ("Covered Entity") collectively referred to herein as the "Parties" or individually as a
"Party"), and is made a part of the attached Provider Agreement between the Parties (the "Provider
Agreement").
WHEREAS, Covered Entity has a business relationship with Business Associate that is memorialized
in the Provider Agreement pursuant to which Business Associate maybe considered a Business Associate of
Covered Entity as defined in the Health Insurance Portability and Accountability Act of 1996, Public Law 104-
191, as codified at 42 U.S.C. § 1320d ("HIPAA"), including all pertinent regulations set forth in Title 45, Parts 160
and 164 of the Code of Federal Regulations ("C.F.R.") issued by the Department of Health and Human Services as
either have been amended by Subtitle D of the Health Information Technology for Economic and Clinical Health
Act of 2009, as codified at 42 U.S.C.A. prec. § 17901 (the "HITECH Act"), part of the American Recovery and
Reinvestment Act of 2009 ("ARRA"), 42 U.S.C. §§ 17921, 17931-17932 and 17934; and
WHEREAS, the nature of the contractual relationship between Covered Entity and Business Associate
involves the use and/or disclosure of Protected Health Information ("PHI") as that term is defined in 45 C.F. R
160.103; and
WHEREAS, for good and lawful consideration as set forth in the Provider Agreement, Covered Entity and
Business Associate enter into this Agreement for the purpose of ensuring compliance with the requirements of
HIPPA, its implementing regulations, the HITECH Act and any current and future regulations promulgated under
HIPAA or HITECH Act (HIPAA, HITECH Act and any current and future regulations promulgated under either are
hereinafter referred to as the "Regulations").
NOW THEREFORE, in consideration of the mutual covenants contained herein which are made a contractual
part hereof and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
1. Defintions. Terms used but not otherwise defined in this Agreement shall have the same meaning
as those terms in the Regulations, including without limitation, the Privacy Rule, as set forth in the
Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R Parts 160 and
164, Subparts A and E, as amended by the HITECH Act and as may otherwise be amended from
time to time.
2. Permitted Uses and Disclosures by Business Associate.
Except as otherwise limited in the Provider Agreement and/or this Agreement, Business Associate
may use or disclose PHI to perform functions, activities or services for, or on behalf of Covered
Entity as specified in this Agreement, provided that such use or disclosure would not violate the
Privacy Rule or the HITECH Act if done by Covered Entity as specified in this Agreement or the
minimum necessary policies and procedures of the Covered Entity, as follows:
a. Permitted Uses. Except as otherwise limited in this Agreement or as required By Law,
Business Associate may use PHI as necessary for the proper management and administration
of Business Associate or to carry out the legal responsibilities of Business Associate.
b. Data Aggregation. Except as otherwise limited in this Agreement, Business Associate may use
PHI to provide data aggregation services to Covered Entity as permitted by 45 CPR
§164.504(e) (2) (i) (B), to the extent specifically required under the Agreement;
c. Re-creation of Information. Except as otherwise limited in this Agreement, Business Associate
may use PHI received or created pursuant to this Agreement to create information that is not
TransactRx Provider Network Agreement Page 20 of 29
individually identifiable health information ("De -identified Information"), consistent with the
standards set forth at 45 C.F.R § 164.514.
d_ Permitted Disclosures. Business Associate shall not disclose PHI except for the purpose of
performing the Business Associate's obligations under the Provider Agreement or this
Agreement. Business Associate may disclose PHI for the proper management and
administration of the Business Associate, provided that disclosures are Required By Law, or
Business Associate obtains reasonable written assurances from the person to whom the PHI is
disclosed that (1) the PHI will be held confidentially as provided pursuant to this Agreement
and used or further disclosed only as Required By Law or for the purpose for which it was
disclosed to the person; and (2) Business Associate will be notified within 24 hours of the
discovery of any breach or suspected breach of the confidentiality of the PHI.
3. Prohibited Uses and Disclosures by Business Associate.
a. Business Associate shall not use or disclose PHI for marketing purposes or any other purpose not
permitted by this Agreement, the Provider Agreement or the Privacy Rule or HITECH Act.
b. Business Associate shall not disclose PHI to a health plan for payment or health care operations
purposes if the individual patient has requested this special restriction, and has paid out of pocket
in full for the health care item or service to which the PHI solely relates as required by 42 U.S.C. §
17935(a).
4. Obligations and Activities of Business Associate. Business Associate covenants and agrees to the
following:
a. Compliance. Business Associate shall be directly responsible for full compliance with the
relevant requirements of both the HIPAA Privacy Rule and Security Rule.
b. Appropriate Safeguards. Business Associate shall implement and maintain reasonable and
appropriate safeguards as are necessary to prevent the use, disclosure or availability of PHI or
electronic PHI that Business Associate creates, receives, maintains or transmits on behalf of
Covered Entity, other than as permitted by the Provider Agreement or this Agreement, including,
but not limited to, administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity and availability of the PHI in accordance with
45 C.F.R §§ 164.308, 164.310 and 164.312. Business Associate shall comply with the policies and
procedures and documentations requirements of the HIPAA Security Rule, including but not
limited to, 45 C.F.R. § 164.316 and the HITECH Act, 42 U.S.C. § 17931.
c. Designated Security Officer. Business Associate shall designate an individual to serve as the
Security Officer responsible for supervising the security and privacy mechanisms, including but
not limited to, administrative, physical and electronic mechanisms employed within the
organization to prevent unauthorized use, disclosure or access to PHI maintained by Business
Associate on behalf of Covered Entity.
d. Business Associate's Agents. Business Associate agrees to ensure that any agent, including a
subcontractor, to whom it provides PHI received from, or created or received by Business Associate
on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through
this Agreement to Business Associate with respect to such information. This provision shall not,
however, be deemed to provide Business Associate with a right to assign or subcontract its
responsibilities, except as specifically provided in the Provider Agreement. In the event Business
Associate creates, maintains, receives or transmits electronic PHI on behalf of Covered Entity,
Business Associate shall implement the safeguards required by Section 4.b. above with respect
to electronic PHI.
e. Duties of Business Associate Involving Breach or Unauthorized Access, Use or Disclosure of PHI.
TransactRx Provider Network Agreement Page 21 of 29
(3)
(4)
(1) Discovery of Breaches. A Breach shall be treated as discovered by Business Associate as
of the first day on which such Breach is known to the Business Associate, or by exercising
reasonable diligence would have been known, to any person, other than the person
committing the breach, who is an employee, officer or other agent of Business Associate
(determined in accordance with the federal common law of agency).
(2) Notification. Business Associate shall notify the designated Privacy Official of Covered
Entity within five (5) business days after discovery of any access, use or disclosure of
PHI not permitted by this Agreement or the Provider Agreement, any security incident
involving electronic PHI and any Breach of Unsecured PHI of which Business Associate
becomes aware and/or any actual or suspected use or disclosure of data in violation of
any applicable federal or state laws or regulations. Business Associate shall take any
prompt corrective action to cure any such deficiencies and any action pertaining to such
unauthorized disclosure required by applicable federal and state laws and regulations.
Reporting Improper Access. Use or Disclosure. Business Associate shall provide the
following information to Covered Entity within ten (10) business days of discovery of a
Breach except when, despite all reasonable efforts of Business Associate to obtain the
information required, circumstances beyond the control of the Business Associate
necessitate additional time. Under such circumstances, Business Associate shall provide
to Covered Entity the following information as soon as possible and without unreasonable
delay, but in no event later than forty-five (45) calendar days from the date of discovery
of a Breach:
(a) the date of the breach;
(b) the date of the discovery of the breach;
(c) a general description of events leading up to and surrounding the breach;
(d) a description of the types of unsecured PHI that were involved;
(a) a listing of the identification of each individual and/or class of individuals whose
unsecured PHI has been, or is reasonably believed to have been accessed, acquired
or disclosed; and
(f) any other details necessary to complete an assessment of the risk of harm to the
individual.
Business Associate shall provide the designated Privacy Official of Covered Entity with
updates of information concerning the details of such Breach and the final results of its
Risk Assessment as required in Section 4.e.(4) as needed to ensure that such information
remains current.
Risk Assessment and Investigation. Business Associate shall perform an appropriate risk
assessment immediately following the discovery of any unauthorized access, use or
disclosure of PHI to determine whether use, access, or disclosure is one that "poses a
significant risk of financial, reputational or other harm to the individual." In performing
the Risk Assessment, Business Associate should consider a combination of factors such
as: (a) who impermissibly used the PHI or to whom the PHI was impermissibly
disclosed; (b) was the impermissibly disclosed PHI returned prior to it being accessed
for an improper purpose; and (c) the type and amount of PHI involved in the
impermissible use or disclosure.
The results of such Risk Assessment shall be provided to Covered Entity in writing,
without unreasonable delay and in no event later than thirty (30) days from the date of
discovery of the unauthorized access, use or disclosure. In addition to the Risk Assessment
conducted by the Business Associate, Covered Entity reserves the right to conduct its
own investigation of any unauthorized access, use or disclosure of PHI occurring at any
facility, site or location of Business Associate, its agents or subcontractors or through any
TransactRx Provider Network Agreement Page 22 of 29
systems under the control of the Business Associate, its agents or subcontractors. Business
Associate shall cooperate with Covered Entity to conduct such investigation. Covered
Entity agrees to provide advance notice of such investigation, to protect the
confidentiality of and not disclose any confidential and proprietary information of
Business Associate to which Covered Entity has access during the course of such
investigation.
(5)
Mitigation of Harm. In the event of a Breach of Unsecured PHI, Business Associate agrees
to maintain adequate procedures for mitigating, to the extent practicable, any harmful
effects of a system compromise or other improper use or disclosure of PHI maintained
by Business Associate, such as promptly obtaining reasonable assurance from the
recipient that the information will not be further used or disclosed in a confidentiality
agreement or will be destroyed.
(6) Notification to Individual. It is the sole responsibility of the Covered Entity to notify
individual patients/customers of any Breach of PHI. At no time, is Business Associate to
contact or speak directly with any of Covered Entity's individual patients/customers who
are the subject of any Breach of PHI. Any such inquiries should be directed to the Covered
Entity's Privacy Officer. Business Associate shall cooperate with Covered Entity as
necessary to provide such notification and any details pertaining to any Breach of PHI.
(7) Cooperation with Law Enforcement. Business Associate shall cooperate with
Covered Entity in the event law enforcement officials institute an investigation that
involves a Breach of PHI under this Agreement.
(8) Notification to Media. For a Breach of PHI involving more than 500 individuals, it is
solely the responsibility of Covered Entity to notify the media and appropriate law
enforcement and federal and state agencies as required by the HITECH Act, 45 C.F.R.
§164.406. At no time is Business Associate to contact or speak directly with the media
without the prior authorization of Covered Entity. Business Associate shall cooperate with
Covered Entity as necessary to provide such notification to the media.
E Access to PHI. Upon reasonable notice and prior written request from Covered Entity, Business
Associate agrees to provide access to PHI in a Designated Record Set to Covered Entity, or to
provide access to PHI to an Individual pursuant to a customer's right of access to obtain a copy of
his or her PHI under 45 C.F.R. §164.524.
g.
Governmental Access to Records. Upon reasonable notice and prior written request, Business
Associate agrees to make available during normal business hours at Business Associate's offices
all internal practices, books, records, agreements, policies and procedures relating to the use of
and disclosure of PHI, created or received by Business Associate on behalf of Covered Entity,
available to the Covered Entity, or to the Secretary, for purposes of the Secretary determining
Covered Entity's compliance with the Privacy Rule.
h. Minimum Necessary. Business Associate shall request, use and disclose only the minimum
amount of PHI necessary to accomplish the purposes of the request, use or disclosure in the
Provider Agreement The Minimum Amount of PHI shall mean the minimum necessary as meant
by the intended language of the HITECH Act.
i. Amendments of PHI. If, and to the extent that Business Associate possesses an applicable
Designated Record Set, within a reasonable amount of time of receipt of a request from the Covered
Entity for the amendment of an Individual's PHI contained in the Designated Record Set, Business
Associate agrees to provide such information to Covered Entity for amendment and shall also
incorporate any such amendments in the PHI maintained by Business Associate as required by
45 C.F.R. § 164.526.
TransactRx Provider Network Agreement Page 23 of 29
j•
Accounting Rights. Business Associate and its agents or subcontractors shall make available to
Covered Entity the information required to provide an accounting of disclosures to enable Covered
Entity to fulfill its obligations under the Privacy Rule and the HITECH Act. Business Associate
agrees to implement a process that allows for an accounting to be collected and maintained by
Business Associate and its agents or subcontractors for at least six (6) years prior to the request,
unless the Regulations allow for a shorter period. At a minimum, the information collected and
maintained shall include: (i) the date of disclosure; (ii) the name of the entity or person who
received the PHI and if known, the address of the entity or person; (iii) a brief description of
PHI disclosed; and (iv) a brief statement of purpose of the disclosure that reasonably informs the
individual of the basis for the disclosure, or a copy of the individual's authorization or a copy
of the written request for disclosure. Business Associate is expected to meet the requirements
described in this Section 4.j. with respect to Electronic Health Records by the Compliance Date as
set forth in the HITECH Act of February 17, 2010.
5. Continuing Obligations/Termination. During the term of the Agreement, Business Associate
covenants and agrees that it shall:
a. Term. The Obligations of Business Associate set forth herein shall commence on the Effective Date
of the Provider Agreement and shall terminate when the Provider Agreement terminates and all
of the PHI provided by Covered Entity to Business Associate, or created or received by Business
Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is
infeasible to return or destroy PHI, the terms of this Agreement are extended to cover such
information and survive termination of this Agreement.
b. Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business
Associate to the terms of this Agreement, Covered Entity may terminate this Agreement, and
sever all business relationships with Business Associate, including the termination of the Provider
Agreement and any and all Agreements with Business Associate if the breach remains uncured
for more than fifteen (15) days after Covered Entity gives written notice to Business Associate of
the breach. The effective date of such termination will be the 16th day from the date of the written
notice of breach.
c. Immediate Termination. In the event Business Associate has breached a material term of this
Agreement and cure is not possible, Covered Entity may immediately terminate this Agreement,
and sever all business relationships with Business Associate, including the termination of the
Provider Agreement and any and all Agreements with Business Associate. Covered Entity may
report such violation to the Secretary.
d. Effect of Termination.
(1) Except as provided in this Section 5.d. of this Agreement, upon termination of this
Agreement for any reason, Business Associate shall return or destroy all PHI created or
received by Business Associate on behalf of Covered Entity. This provision shall apply to
PHI that is in the possession of subcontractors or agents of Business Associate. Business
Associate shall retain no copies of the PHI.
(2) In the event that Business Associate determines that returning or destroying the PHI is
infeasible, Business Associate shall provide to Covered Entity notification of the conditions
that make return or destruction infeasible. Business Associate shall extend the protections of
this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes
that make the return or destruction infeasible, for so long as Business Associate maintains such
PHI.
(3) The provisions of this Section 5.d. shall survive termination of this Agreement.
TransactRx Provider Network Agreement Page 24 of 29
6. Obligations of Covered Entity to Inform Business Associate of Privacy Practices and Individual Restrictions.
a. Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy
practices that Covered Entity produces in accordance with 45 C.F.R §164.406, as well as any changes
to such notice. Any notices given hereunder shall be in writing and addresses as follows:
TransactRx
5975 Sunset Drive, Suite 501
South Miami, FL 33143
Attn: Privacy/Security Official
b. Changes in Permitted Uses. Covered Entity shall provide Business Associate with any changes in, or
revocation of, permission by Individual to use or disclose PHI, if such changes affect Business
Associate's permitted or required uses and disclosures.
c. Restrictions on Use. Covered Entity shall notify Business Entity of any restriction to the use or
disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §164.406
7. Indemnification.
a. Business Associate Indemnity. Business Associate hereby agrees to indemnify and hold harmless
Covered Entity and its respective parent corporation and subsidiaries, their directors, officers,
subcontractors, agents, servants and employees (collectively, the "Covered Entity Indemnitees") to
the extent any claims, causes of action, liabilities, judgments, fines, assessments, penalties, damages,
awards or other expenses of any kind or nature whatsoever, including, without limitation, reasonable
attorney's fees, expert witness fees, and costs of investigation, litigation or dispute resolution to which
the Covered Entity Indemnitees may become subject as the result of any: (i) breach of this Agreement
by Business Associate; (ii) failure of Business Associate to perform its obligations hereunder; (iii)
negligence or legal fault of Business Associate, its directors, officers, agents or employees; or (iv)
violation of the Regulations by Business Associate.
b. Covered Entity Indemnity. Covered Entity hereby agrees to indemnify and hold harmless Business
Associate and its respective parent corporation and subsidiaries, their directors, officers,
subcontractors, agents, servants and employees (collectively, the 'Business Associate Indemnitees") to
the extent any claims, causes of action, liabilities, judgments, fines, assessments, penalties, damages,
awards or other expenses of any kind or nature whatsoever, including, without limitation, reasonable
attorney's fees, expert witness fees, and costs of investigation, litigation or dispute resolution to
which the Business Associate Indemnitees may become subject as the result of any: (i) breach of this
Agreement by Covered Entity; (ii) failure of Covered Entity to perform its obligations hereunder; (iii)
negligence or legal fault of Covered Entity, its directors, officers, agents or employees; or (iv) violation
of the Regulations by Covered Entity.
8. General Provisions.
a. Regulatory References. A reference in this Agreement to a section in the Privacy Rule, Security Rule
and HITECH Act means that section as in effect or as amended.
b. Amendment. The Parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for either Covered Entity or Business
Associate to comply with all federal, state and local laws and regulations, including, but
not limited to, the requirements of the Privacy Rule, HIPAA and the HITECH Act. This
Agreement shall be changed, modified or amended only by an instrument in writing
signed by a duly authorized representative of each of the Parties, effective as of the date
stipulated therein and attached hereto.
c. Survival. The respective rights and obligations of Business Associate and Covered Entity set
forth in Sections 3, 4, 5.d., 7 and 8 shall survive the termination of this Agreement.
TransactRx Provider Network Agreement Page 25 of 29
d. Interpretation. Should there be any conflict between the language of this Agreement and any
other Agreement entered into between the Parties, the language and provisions of this
Agreement shall control and prevail unless the Parties specifically refer in a subsequent
written agreement to this Agreement by its title and date and specifically state that the
provisions of the later written agreement shall control over this Agreement
e. _ Notices. Any notices required or permitted hereunder shall be sufficiently given if sent by
registered or certified mail, postage prepaid, or personally delivered, addressed or delivered
to the addresses set forth below in the signatures to this Agreement or to such other addresses
as shall be furnished in writing by either party to the other party; and any such notice shall be
deemed to have been given, if mailed, as of the date mailed, and, if personally delivered, as of
the date delivered. Notices pertaining to unauthorized use or access of PHI or Breaches of
PHI should be submitted to the Covered Entity's Compliance and/or Privacy Officer with
contact information of Business Associate's designated Security Official responsible for
investigating such incidents.
f. Facsimile. The signature of any party on this Agreement, or any subsequent amendment thereto,
transmitted by way of a facsimile machine shall be considered for all purposes as an original
signature. Any such faxed Agreement or amendment shall be considered to have the same
binding legal effect as an original Agreement or amendment At the request of any party, the
faxed Agreement or amendment shall be re -executed by each signatory party in an original
form.
g. Entire Agreement. With regard to the subject matter herein, this Agreement supersedes
prior or contemporaneous discussions, agreements, understandings, and representations
between the Covered Entity and Business Associate.
TransactRx Provider Network Agreement Page 26 of 29
Exhibit B, Attachment 1
Provider Attestation
As a requirement to participate in any Provider Network, every Provider attests that the answer to all
statements below is Yes.
A.
Provider license, certification, or registration to practice your profession, Drug Enforcement
Administration (DEA) registration, or narcotic registration/certificate in any jurisdiction has
never been denied, limited, suspended, revoked, not renewed, voluntarily or involuntarily
relinquished, or subject to stipulated or probationary conditions, or have you ever been fined or
received a letter of reprimand or is any such action pending or under review.
B.
Provider has never been suspended, fined, disciplined, or otherwise sanctioned, restricted or
excluded for any reasons, by Medicare, Medicaid, or any public program or is any such action
pending or under review?
C.
Provider has not been denied clinical privileges, membership, contractual participation or
employment by any health care related organization*, nor have clinical privileges, membership,
participation or employment at any such organization ever been placed on probation, suspended,
restricted, revoked, voluntarily or involuntarily relinquished or not renewed, nor is any such
action pending or under review.
D
Provider has never surrendered clinical privileges, accepted restrictions on privileges,
terminated contractual participation or employment, taken a leave of absence, committed to
retraining, or resigned from any health care related organization* while under investigation or
potential review.
E.
An application for clinical privileges, appointment, membership, employment or participation in
any health care related organization* has never been withdrawn on your request prior to the
organization's final action.
F.
Provider's membership or fellowship in any local, county, state, regional, national, or
international professional organization has never been revoked, denied, limited, voluntarily or
involuntarily relinquished or not renewed, and no such action is pending or under review
G
Provider has never had board certification revoked.
H
Provider has never been the subject of any reports to a state or federal data bank or state
licensing or disciplinary entity.
I.
Provider has never been charged with a criminal violation (felony or misdemeanor).
J.
Provider does not presently use any illegal drugs.
K
Provider does not have, nor had, any physical condition, mental health condition, or chemical
dependency condition (alcohol or other substance) that affects or is reasonably likely to affect
Provider's current ability to practice, with or without reasonable accommodation.
L.
Provider is able to perform any of the services/clinical privileges required by the applicable
participating practitioner agreement/hospital appointment, with or without reasonable
accommodation, according to accepted standards of professional performance.
M.
Professional liability claims or lawsuits have never been closed and/or filed against Provider.
N
Provider's professional liability insurance has never been terminated or denied, not renewed,
restricted, or modified (e.g. reduced limits, restricted coverage, surcharged).
TransactRx Provider Network Agreement
Page 28 of 29
EXHIBIT C
RATE SCHEDULE
Contracted reimbursement rates are specific to individual health plans offered by Payers and are
subject to change without notice.
Current contracted rates for vaccines are based on AWP of the specific product and fall within the
range of AWP — 14% and AWP — 18%.
Current Administration Fee rates fall within $18 - $20 per vaccine administered.
Payment to provider is equal to the current payer contracted rate for vaccine + current payer
contracted administration fee — current claim transmission fee — patient financial responsibility
amount
TransactRx Provider Network Agreement Page 29 of 29
Contract Form
Entity Information
Entity Name *
TRANSACTRX
Contract Name *
TRANSACTRX
Contract Status
CTB REVIEW
Entity ID*
@00047985
Q New Entity?
Contract ID
7761
Contract Lead*
BFRITZ
Contract Lead Email
bfritz@weld.gov;Health-
Contracts@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
TRANSACTRX IS A CLAIMS PROCESSING SERVICE FOR PRESCRIPTION DRUG BILLING WITH MEDICARE
Contract Description 2
Contract Type"
AGREEMENT
Amount *
$0.00
Renewable"
NO
Automatic Renewal
NO
Grant
NO
IGA
NO
Department
HEALTH
Department Email
CM-Health@weldgov.com
Department Head Email
CM-Health-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Requested BOCC Agenda Due Date
Date* 03/16/2024
03/20/2024
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
NO
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
01/22/2024
Review Date *
10/31/2024
Termination Notice Period Committed Delivery Date
Contact Information
Contact Info
Renewal Date
Expiration Date*
12/31/2024
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
TOBY TAYLOR
DH Approved Date
04/16/2024
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
04/29/2024
Finance Approver
CHERYL PATTELLI
Legal Counsel
KARIN MCDOUGAL
Finance Approved Date Legal Counsel Approved Date
04/16/2024 04/23/2024
Tyler Ref #
AG 042924
Originator
BFRITZ
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