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HomeMy WebLinkAboutServe You Prescription Drug Program Account#: 3363 (Serve you.) T H E H A N D-C R A F T E D P B M Self-Funded Prescription Drug Program AGREEMENT THIS AGREEMENT is made and entered into as of the date set forth below by and between SERVE YOU CUSTOM PRESCRIPTION MANAGEMENT, INC., ("Serve You"), a Wisconsin corporation, and CITY OF OSHKOSH("Client"). BACKGROUND Client sponsors or offers various Benefit Programs (as defined below) and has requested Serve You to provide pharmacy benefit management services to the persons included in such programs, and Serve You has agreed to provide such services, all on the terms and conditions herein set forth. Client enters into this Agreement on its own behalf and on behalf of its Benefit Programs, who are also parties to this Agreement. Client represents that it has the authority to enter into this Agreement on behalf of its Benefit Programs. NOW, THEREFORE, Serve You, Client, and the Benefit Programs agree as follows: 1. Definitions. For the purposes hereof,the following terms shall have the following meanings: "Administrative Fees" shall mean all fees payable to Serve You by Client as identified on Exhibit A, hereto. "AWP" shall mean, with respect to any Covered Prescription, the average wholesale price of such Covered Prescription, as published by First Data Bank, Medi Span, or other nationally recognized pricing source reasonably determined by Serve You (the "Pricing Source"), as updated weekly. AWP shall be based upon unit cost per tablet, capsule, gram, milliliter, or other applicable unit of measure using the package size dispensed by the Pharmacy. In the event the Pricing Source changes the methodology by which AWP is calculated, reported or ceases to publish AWP (each, a "Triggering Change"), the parties agree to immediately modify and adjust the pricing terms set forth in the Agreement such that the parties remain in the same economic position as immediately prior to such Triggering Change. "Benefit Programs" shall mean health maintenance organizations, indemnity health plans, employer funded plans or other plans or programs providing health care benefits to Covered Members that are sponsored or offered by Client. "Charges" shall have the meaning set forth on Exhibit A. "Claim" shall mean any claim submitted to Serve You for adjudication by a Pharmacy or Covered Member in connection with the dispensing, sale, or provision of a pharmacy benefit service by a Pharmacy to a Covered Member. "Covered Members" shall mean with respect to any Benefit Program all of the Individuals, from time to time, eligible for benefits under such Benefit Program. "Covered Prescription" shall mean a prescription to which a Covered Member is entitled under a given Benefit Program. "Covered Services" shall mean, with respect to any Benefit Program and subject to the provisions of such Benefit Program, Covered Prescriptions and Covered Supplies to which a Covered Member under such Benefit Program is entitled. "Covered Supply" shall mean a non-prescription supply to which a Covered Member is entitled under a given Benefit Program. Rev 8.2009 1 "Divisions" shall mean those business entities under ownership by Client for which Client manages and/or administers a pharmacy benefit program for employees of such business entities. "Effective Date" shall mean January 1,2010. "Formulary" shall mean a continually updated list of approved drugs that have been evaluated for inclusion on Serve You's formulary based on their clinical efficacy, safety, uniqueness and cost effectiveness. Client hereby adopts Serve You's recommended drug list, as amended from time to time, as the Formulary for prescription drugs dispensed under the Benefit Program. "Group" shall mean a group of Covered Members entitled to benefits under a given Benefit Program. "Individual" shall mean a natural person. "MAC" shall mean the maximum allowable cost as established and updated by Serve You. "Manufacturer Discount" means the monetary amount that is required to be returned to Serve You from a pharmaceutical manufacturer pursuant to a written agreement between Serve You's formulary management company and such manufacturer based upon utilization of specific drugs. "Multi-Source Drugs" shall mean drugs from multiple sources as set forth in MEDI-SPAN's National Drug Data File (or such other nationally recognized pricing source reasonably determined by Serve You). "Organization" shall mean any corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, government agency or political subdivision thereof or any other entity, but shall not include any Individual. "Pharmacy" shall mean, at any given time, any licensed pharmacy that is at that point in time a party to a currently effective Serve You Provider Pharmacy Agreement. "Prescriber" shall mean any Individual empowered to prescribe Covered Prescriptions and Covered Supplies for Covered Persons under a given Benefit Program. "Prescription Drug" means insulin and those drugs and drug compounds (i) which are included in the United States Pharmacopoeia and which are required to be dispensed pursuant to a prescription and which,by law, are required to bear the legend: "Caution —Federal law prohibits dispensing without prescription," or (ii) which are otherwise accepted by Client as a Prescription Drug for purposes of this Agreement (e.g., over-the-counter drugs) as reflected on the Formulary. "Processed Claim" shall mean any Claim resulting in a paid or rejected response. "Single Source Drug" shall mean drugs from a single source as set forth in MEDI-SPAN's National Drug Data File(or such other nationally recognized pricing source reasonably determined by Serve You). "Sole or Limited Distribution Drugs" shall mean those drugs that are distributed by a single pharmacy or limited pharmacies. "Specialty Drugs" shall generally mean a high-cost injectible, infused, oral, or inhaled drug used to treat or manage a complex disease state. Specialty drugs may require special handling, may require enhanced supervision and monitoring by a healthcare professional, and may have limited access and/or specific reporting requirements. Rev 8.2009 2 2. Retention of Serve You. Client hereby retains Serve You as its provider of pharmacy benefit management services to Covered Members. Serve You retains the right to be the exclusive pharmacy benefit management provider for all Benefit Programs sponsored or offered by Client. 3. Delivery of Information. 3.1. Division Information. At least thirty (30) days before the Effective Date, Client shall provide Serve You with sufficient specifications regarding each of Client's Divisions, if any, to enable Serve You to perform its duties hereunder, including, without limitation, names of Divisions, anticipated start date, number of members and primary location of members. Thereafter, Client may communicate changes to Serve You, and any such changes shall be effective on the first day of the first calendar month which begins at least thirty (30) days after the date on which Client communicates such changes to Serve You, or earlier upon mutual agreement. 3.2. Benefit Program Information. At least thirty (30) days before the Effective Date, Client shall provide Serve You with sufficient specifications regarding each Benefit Program sponsored or offered by Client for each Group, if any, to enable Serve You to perform its duties hereunder, including without limitation, Covered Services, Divisions and Group information, Covered Member contributions, prior authorization requirements, and the information set forth in Section 3.1, hereof. The Group Implementation Guide lists specific parameters regarding Covered Services and the implementation and management of Client specific Benefit Programs. The Client must sign the Client Authorization Form in the Group Implementation Guide before implementation of the benefit design. Thereafter, Client may communicate changes to Serve You, and any such changes shall be effective on the first day of the calendar month which begins at least thirty (30) days after the date on which Client communicates such changes to Serve You, or earlier upon mutual agreement. All such changes are required to be in writing and signed by an authorized representative of Client. Serve You will not be responsible or otherwise liable to Client or Covered Members for costs or other damages for failing to make Benefit Program changes not communicated to Serve You as provided for in this Section. 3.3. Covered Member Information. At least thirty (30) days before the Effective Date, Client shall provide, or cause to be provided, Serve You with sufficient specifications regarding each Covered Member under each Benefit Program sponsored or offered by Client to enable Serve You to perform its duties hereunder, including without limitation, the information set forth in Sections 3.1 and 3.2, hereof. If received less than thirty (30) days prior to effective date of each Covered Member, eligibility will be loaded in a mutually agreed upon time frame. Thereafter, Client may communicate changes to Serve You in written or electronic form, and any such changes shall be effective on the date specified by the Client, but not less than 48 hours from the time such changes are communicated to Serve You unless agreeable to Serve You. Client shall pay for any Covered Prescription dispensed to a person reported by Client as no longer a Covered Member during the next succeeding two (2) business days if such notification is not received by Serve You at least two(2)full business days prior to the dispensing date of such prescription. Client shall communicate all Covered Member information to Serve You via electronic media or via Serve You remote access system. If Client communicates any Covered Member information to Serve You manually or in electronic media not acceptable to Serve You, Serve You may impose a reasonable charge as indicated on Exhibit A for the manual input of such information into Serve You's claim processing system. 4.0 Other Client Responsibilities. 4.1 Communication with Covered Members. Client shall be responsible for all communications with Covered Members, and Serve You shall have no responsibility to communicate with Covered Members except as set forth in Section 8, hereof. At the request of Client, Serve You shall furnish an identification card for any Covered Member under a Benefit Program managed by Client and Client shall be responsible for forwarding such identification cards to Covered Members. In any case, Client shall ensure that all Covered Members under a Benefit Program managed by Client are furnished an identification card satisfactory to Serve You for presentation to Pharmacies. Rev 8.2009 3 4.2 Control of Plan. Client will not name or represent that Serve You is, and Serve You will not be, a Plan Administrator or a named fiduciary of Client's Prescription Drug Benefit Program (the "Plan") as those terms are used in the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. §§1001 et seq., and the regulations promulgated under ERISA. Client will have complete discretionary,binding and final authority to construe the terms of the Plan,to interpret ambiguous Plan language,to make factual determinations regarding the payment of claims or provisions of benefits, to review denied claims upon request and to resolve complaints by Covered Members. Serve You will have no obligation or authority to make any determinations as to interpretation of the terms of the Plan,determination of benefits or coverage under the Plan. 5. Provider Services. 5.1 Pharmacy Network. Serve You will provide to Client a pharmacy network that will provide adequate access to participating pharmacies. Serve You will maintain an updated list of Pharmacies in the member portal where members may locate a participating pharmacy. During the term hereof Serve You shall make all reasonable efforts to not materially reduce the number of Pharmacies in Client's service area. 5.2 Pharmaceutical Services. Subject to the terms and conditions of this Agreement, Serve You shall cause the Pharmacies to compound and dispense to each Covered Member under each Benefit Program sponsored or offered by Client all Covered Prescriptions and Covered Supplies under the Benefit Program in question, subject to applicable legal restrictions and the professional ethics and judgment of the Pharmacies' pharmacists, and subject in each case to the payment of the applicable co-payment amount, if any, under the Benefit Program in question. 5.3 Mail Service. The Serve You DirectRx Mail Service is deemed to be a Pharmacy and shall fill Prescriptions for Covered Members and shall mail such drugs or medications to such Covered Members subject to the provisions of Section 5.2 above, and the following terms and conditions: ( i ) Distribution of Information. Serve You shall provide Client with copies of informational materials explaining the mail service and the forms necessary for Covered Members to utilize the DirectRx Mail Service Pharmacy. Client shall distribute the DirectRx Mail Service informational materials and forms to all Covered Members. ( ii ) Delivery and Dispensing, DirectRx Mail Service shall dispense through its mail service pharmacy new or refill Prescription orders upon receipt from a Covered Member of( i ) a valid prescription order or a completed refill order form and ( ii ) the applicable co-payment, if any. DirectRx Mail Service shall cause the filled prescriptions to be mailed to each Covered Member via common carrier at the address set forth in the Eligibility List or on order form. DirectRx Mail Service shall be responsible for shipping and mailing costs, except that additional costs incurred as a result of requests from a Covered Member for special handling or express delivery shall be the sole responsibility of said Covered Member. (iii) DirectRx Mail Service. DirectRx Mail Service shall operate its mail service pharmacy in compliance with state and federal pharmaceutical laws and regulations and shall dispense only those prescription drugs which, in its sole discretion, fulfill the requirements of the prescription writer and comply with applicable law. DirectRx Mail Service may refuse to fill any prescription it believes in good faith would potentially jeopardize its license or would otherwise result in liability for DirectRx Mail Service. 5.4 Licensure of Serve You DirectRx Mail Service Pharmacy. Serve You shall ensure that the Serve You DirectRx Mail Service Pharmacy shall (a) maintain valid unrestricted and unconditional federal, state and local licenses, certificates and approvals as required by law in each state in which it operates a Pharmacy and (b) ensure that its Pharmacists and other employees and agents are duly licensed in the state(s) they provide Covered Services. Serve You warrants and represents that neither it nor its employees or agents are presently debarred, suspended, or proposed for debarment from participating in any federal health care programs, as defined under 42 U.S. C. section 1320-a-7b(f) or any state Medicaid program, or any federal agency, and to Rev 8.2009 4 • Serve You's knowledge, there are no pending or threatened governmental investigations that may lead to the same. Serve You shall ensure that Serve You DirectRx Mail Service Pharmacy has the appropriate facilities, equipment and staff as may be required for the provision of Covered Services. Serve You shall be responsible for providing such facilities, equipment, non-Pharmacist support personnel and Pharmacists as shall be reasonably necessary to provide Covered Services to Eligible Members at no expense to Client. Serve You shall have sole responsibility for the selection and supervision of qualified, licensed and competent Pharmacists. 5.5 Professional Liability Insurance. Serve You shall, at its expense, procure and maintain professional liability insurance covering its Pharmacists and employees with limits not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in aggregate. Such professional liability insurance shall provide coverage for incidents, claims and suits by Eligible Members arising from Covered Services provided by Serve You DirectRx Mail Service Pharmacy pursuant to this Agreement during the Agreement period. Serve You shall also procure and maintain comprehensive general liability insurance in amounts of at least one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in aggregate. Serve You shall also procure and maintain healthcare professional liability insurance in the amounts of at least two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) in aggregate. Serve You shall issue a certificate of insurance to Client, as requested. 6. Adjudication and Adjustment. 6.1. Adjudication of Claims. Serve You shall, on behalf of Client, adjudicate on a real-time basis all Claims made by Pharmacies hereunder. In adjudicating each Claim, Serve You shall: (a) Confirm that the Benefit Program under which an Individual purports to be covered lists the Covered Member as an eligible member or participant; (b) Confirm that the Benefit Program under which the Individual in question purports to be covered provides coverage for the prescription or supply being dispensed as a Covered Prescription or Covered Supply; (c) Confirm that the Benefit Program under which the Individual in question purports to be covered provides coverage for any refill of a Covered Prescription that is dispensed; (d) Confirm that Serve You's software discloses any drug, allergy or disease interaction from the consumption of a Covered Prescription by the Individual for whom it is dispensed, given the information provided to Serve You based on previous Covered Prescriptions dispensed to such Covered Member hereunder. 7. Reporting. 7.1. Claims History. Serve You shall maintain a record of each Claim adjudicated by Serve You hereunder for a period of seven (7) years from the date the Claim is made. Each such record shall be accessible on-line to the Benefit Program to which the Claims adjudication relates for a period of twelve (12) months. If so requested by Client, and upon payment of Serve You's then current fee thereof, Serve You shall, within ninety (90) days after the termination of this Agreement, furnish the Benefit Program to which the Claims adjudication relates with a history of all Claims adjudicated by Serve You hereunder with respect to that Benefit Program for a period of up to seven (7) years prior to the termination of this Agreement, with such history to be on readable magnetic tape and Client-defined 1/0 format. Serve You shall not otherwise be required to maintain a record of Claims adjudicated hereunder after the termination of this Agreement. 7.2. Standard Management Reports. Serve You shall provide Client with Standard Management Reports. These reports for each Benefit Program will be delivered to each Benefit Program to which such report relates Rev 8.2009 5 on a monthly basis within twenty-one(21) days of the end of each calendar month. Serve You may modify its menu of standard management reports from time to time. 8. Customer Service Helpline. During the term of this Agreement, Serve You shall operate a toll free help- line available to Client, to the Benefit Programs, to Covered Members under Benefit Programs sponsored or offered by Client, and to Pharmacies providing pharmacy benefit services to Covered Members. 9. Compensation. 9.1. Fees to Serve You. As consideration for each Covered Prescription dispensed by a Pharmacy for a Covered Member hereunder, and as consideration for each Covered Supply sold by a Pharmacy for use by a Covered Member hereunder, Client shall pay Serve You an amount equal to: (i) the Charges as defined herein for such Covered Prescription or Covered Supply minus; (ii)the co-payment amount, if any, applicable thereto under a given Benefit Program. Charges will be invoiced twice per month. The first invoice will include all Charges from the 1st through the 15th of the month. The second invoice will include all Charges from the 16th through the last day of the month. In addition to the foregoing, the Client shall pay Serve You Administrative Fees as set forth on Exhibit A, hereto, for each Claim submitted to Serve You by Pharmacies for payment for Covered Members hereunder. 9.2. Payment to Serve You. The Client shall pay Serve You all Charges and Administrative Fees due Serve You under this Agreement within twenty (20) days of invoice date (Net 20 days). All invoices will be paid by wire transfer, electronic debit or other method approved by Serve You in writing. Any amount not paid within thirty (30) days from date of invoice shall bear interest at the rate of eighteen percent (18%) per annum from the date due until paid. Serve You reserves the right to withhold payment of Manufacturer Discounts, if any, until such time as Client is no longer in arrears. Serve You shall pay Pharmacies for Covered Prescriptions dispensed and Covered Supplies sold to Covered Members hereunder following receipt of payment of Charges due Serve You by Client under this Agreement. Client may permit a third party to make payment of Charges and Administrative Fees due Serve You by Client under this Agreement on its behalf. However, Client retains responsibility for payment due under this Agreement until such funds are received by Serve You. 10. Other Services. Serve You may engage in utilization review, quality assurance, and audit procedures with respect to the Pharmacies on behalf of Client's Benefit Programs. During the term hereof, Serve You shall provide to Client such additional services as Serve You may generally provide and Client may request. Serve You shall provide a claims data file to Client or to a designated third party upon request. Charges may apply for additional data file requests. Serve You's current fee schedule for the portfolio of services it generally provides as of the date hereof is attached as Exhibit A, hereto. 11. Term and Termination; Miscellaneous. Unless otherwise terminated sooner as provided for herein, the Agreement shall commence on the Effective Date and continue thereafter for an initial term of thirty-six (36) months. Subject to the provisions in this Section 11, the Agreement shall automatically be renewed for one- year renewal terms unless either party gives a written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the initial term or renewal term, as applicable. Except as specifically provided for herein, in no event shall Client have the right to terminate the Agreement "without cause" before the expiration of the then-current term. If either party commits an "Event of Default" at any time during the initial term or any renewal term, then the other party may terminate the Agreement"for cause"by providing written notice to the defaulting party. For the purposes hereof,it shall constitute an Event of Default if a party: (i) fails to make any payment to the other party hereto when due hereunder; (ii) breaches any material term or provision of the Agreement if such breach remains uncured thirty (30)days after written notice thereof from the other party hereto; Rev 8.2009 6 (iii) becomes the subject of any voluntary or involuntary bankruptcy, dissolution, liquidation or insolvency proceeding; (iv) sells all or substantially all of its assets; or (v) violates any law or regulation which prevents or otherwise limits the defaulting party from materially carrying out its obligations pursuant to the Agreement. If Client gives Serve You written notice for non-renewal in the initial term or any renewal term, but such notice is not furnished to Serve You at least sixty (60) days before the expiration of the then-current term as required under the Agreement, or if Client desires to terminate the Agreement in the absence of an Event of Default, Client shall completely forfeit any Manufacturer Discounts owed to it under the Agreement upon termination. The parties agree that the provisions of this Section 11 are fair and reasonable. Notwithstanding the foregoing, Serve You shall have all legal and equitable remedies available to it in the event Client breaches this Section 11 or any other provision of the Agreement. If any provision in the Agreement is or becomes invalid, illegal or unenforceable, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of the Agreement shall remain in full force and effect. The Client remains responsible for the payment of all claims (and associated Administrative Fees described herein) with a date of service prior to the effective date of any termination, which must be received by Serve You within ninety (90) days after the effective date of the termination. Client shall also be responsible for the following expenses at Serve You's prevailing rates: (i) data files and(ii) special reports requested by Client. 12. Indemnification. 12.1 Indemnification by Serve You. Serve You agrees to hold the City of Oshkosh, its officers, officials, employees and agents harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement where such liability is founded upon or grows out of the acts or omission of any of Serve You's officers, employees or agents while acting within the scope of their employment in the performance of pharmacy benefit management services. 12.2 Indemnification by Client. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the City of Oshkosh agrees to hold Serve You, its officers, officials, employees and agents harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description( including death), or damages to person or property arising out of the terms of this Agreement, where such liability is founded upon or grows out of the acts or omission of any of the City's officers, employees or agents while acting within the scope of their employment. 12.3 The intention of Sections 12.1 and 12.2 are that both parties are responsible for their own actions or inactions and those of their officers, officials,employees and/or agents. 12.4. Notice of Claims. Promptly after any party hereto; (i) receives notice of any claim or the commencement of any action or proceeding against it, (ii) has knowledge of any claim, action or proceeding against it or, (iii) has knowledge of any matter for which it intends to seek indemnification hereunder, such party shall, if any claim for reimbursement with respect thereto is to be made against any other party hereto obligated to provide indemnification (the "Indemnifying Party") hereunder, give the Indemnifying Party written notice of such claim or commencement of such action or proceeding provided, however, that failure to give such notification shall not affect indemnification hereunder except to the extent that the Indemnifying Party; (a) is unable to defend or verify such claim or; (b) is required to pay a greater amount or accrue additional expenses with respect thereto as a result of such failure to provide prompt notice. Rev 8.2009 7 12.5. Defense by Indemnifying Party. In connection with any claim for indemnification hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense may (but shall not be required to) upon written notice to the party seeking indemnification (the "Indemnified Party"), assume the defense of any such claim or legal proceeding, with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party shall undertake to defend any such claim or legal proceeding, the Indemnified Party shall cooperate with the Indemnifying Party in the defense thereof. Such cooperation shall include,but not be limited to,furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party. After the Indemnifying Party has undertaken to defend any such claim or legal proceeding, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party with respect to such claim. However,the Indemnified Party shall be entitled to participate(but not control)the defense of any such claim or legal proceeding,with its own counsel and at its own expense. 12.6. Compromise of Claims. If the Indemnifying Party undertakes to defend any such claim or legal proceeding as described in this Section 13, the Indemnifying Party shall have the right to settle or compromise, at its own expense, any such claim or legal proceeding, provided such settlement or compromise provides a full and complete release of the Indemnified Party with respect to the claim or legal proceeding in question. 12.7. General Limitation On Liability. Client acknowledges that any drug utilization review to be performed by Serve You shall be used only as an information guide, and is not to be regarded or relied upon as a substitute for the skill,judgment and care of the pharmacists and other health care professionals in dispensing pharmaceutical products. Serve You shall not, under any circumstances, be liable or responsible for injury, including death, suffered by any consumer of any pharmaceutical or any other product dispensed or distributed by any pharmacy, or for any side effects or other consequential or incidental damages of any kind or description whatsoever from the use of any such product. It is expressly understood that such liability and responsibility rests entirely upon the pharmacists and other health care professionals involved in dispensing the product in question. Notwithstanding the foregoing, such limitation shall not be applicable to actions of Serve You DirectRx Mail Service Pharmacy to the extent that Serve You Direct Rx Pharmacy is found liable by a court of competent jurisdiction or is found to be the responsible party by the appropriate regulatory authority. 13. Representations and Warranties. Each of the parties represents and warrants to the other as follows: 13.1. Due Organization. It is duly organized, validly existing and in good standing under the laws of the state of their incorporation. - 13.2. Authorization. It has full corporate authority to execute and deliver this Agreement and the additional agreements,to which it is to be a party hereunder, and to perform hereunder and thereunder, and the execution, delivery and performance hereof and thereof, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporation action. 13.3. No Breach of Statute or Contract. Neither its execution and delivery of this Agreement or the agreements to which it is to be a party hereunder, nor its compliance with the terms and provisions hereof or thereof will: (i) cause it to violate or be in any conflict with any law, order, injunction, statute, ordinance or regulation of any governmental authority; or (ii) conflict with or result in a breach of any of the terms, conditions, or provisions of any of its organizational documents or of any agreement or instrument to which it is a party or by which it or its properties may be bound. 13.4 Enforceability. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency,reorganization, moratorium or other similar laws affecting creditor's rights generally. 14. Serve You Representation Regarding Software. Serve You represents that its software has been prepared in good faith in consultation with qualified professionals and that Serve You has no knowledge of any errors in its adjudication or drug utilization review software. However, Serve You makes no further representation or Rev 8.2009 8 warranty with respect to its software, and Serve You specifically excludes from its representations and warranties hereunder any representation or warranty outside of this agreement as to merchantability, fitness for particular purpose, non-infringement or any other matter. 15. Non-Disclosure of Proprietary and Confidential Information. 15.1.Trade Secrets. Client acknowledges that except for information which has become publicly known, Serve You claims that its software, business plans, operating procedures, know-how, ideas, techniques, inventions, methodology, test results, performance criteria, plan lists, pricing information, marketing strategies and financial information are confidential trade secrets of Serve You. Client shall not acquire any patent, license or other right or interest in any of the information that Serve You claims is trade secrets. Client shall not use any of the information that Serve You claims is a trade secret. for any purpose unrelated to the administration of this Agreement and will not disclose any of the information that Serve You claims is a trade secret to anyone other than its employees or representatives that have a need to know such information in the ordinary course of business and shall require such employees to maintain the confidentiality of that information in the ordinary course of business. Serve You acknowledges that Client is a governmental entity and as such is subject to the provisions of the Wisconsin Public Records law. If Client receives a request for information which Serve You claims is a trade secret, Client will notify Serve You and provide to Serve You a reasonable opportunity to take such steps as may be reasonably available to protect the information as a trade secret or under any other applicable exception to the Public Records law. 15.2. Specific Performance. Client acknowledges that irrevocable injury may result to Serve You in the event of any use or disclosure by Client of Proprietary Information in violation of this Agreement, and Client agrees that if it or any of its employees or representatives shall make or attempt to make any such use or disclosure in violation of the provisions hereof, Serve You shall be entitled, in addition to such other remedies, damages or relief as may be available under applicable law, to an injunction prohibiting such use and/or disclosure and specifically enforcing the provisions of this Section 15. 15.3 Privacy of Protected Health Information. A. Definitions. 1. "Individual" shall have the same meaning as in 45 CFR 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). 2. "Privacy Rule" ("PHI") shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. 3. "Protected Health Information" or "PHI" shall have the same meaning as in 45 CFR 160.103, limited to the information created or received by Serve You from or on behalf of Client. 4. "Security Rule" shall mean the Security Standards for the protection of electronic Protected Health Information set forth at 45 CFR Part 164, Subpart C. 5. Capitalized terms not otherwise defined in the Agreement shall have the meanings given to them in the Health Insurance Portability and Accountability Act of 1996("HIPAA"). B. Breaches and Security Incidents. 1. Reporting. i. Privacy or Security Breach. Business Associate will report to Client any use or disclosure of Client's Protected Health Information not permitted by this Agreement or in writing by Client, along with any Breach of Client's Unsecured Protected Health Information. Business Associate will treat the Breach as being Discovered. in accordance with HIPAA's requirements. Business Associate will make the report to Client's Privacy Official not more than 30 calendar days after Business Associate learns of such non-permitted use or disclosure. If a delay is requested by a law Rev 8.2009 9 enforcement official in accordance with 45 C.F.R. § 164.412, Business Associate may delay notifying Client for the time period specified by such regulation. Business Associate's report will at least: (i) Identify the nature of the Breach or other non-permitted use or disclosure, which will include a brief description of what happened, including the date of any Breach and the date of the discovery of any Breach; (ii) Identify Client's Protected Health Information that was subject to the non- permitted use or disclosure or Breach (such as whether full name, social security number, date of birth, home address, account number or other information were involved)on an individual-by-individual basis; (iii)Identify who made the non-permitted use or disclosure and who received the non-permitted disclosure; (iv)Identify what corrective or investigational action Business Associate took or will take to prevent further non-permitted uses or disclosures, to mitigate harmful effects and to protect against any further Breaches; (v) Identify what steps the individuals who were subject to a Breach should take to protect themselves; (vi)Provide such other information, including a written report, as Client may reasonably request. ii. Security Incidents. Business Associate will report to Client within 30 calendar days any attempted or successful (A) unauthorized access, use, disclosure, modification, or destruction of Client's Electronic Protected Health Information or (B) interference with Business Associate's system operations in Business Associate's information systems, of which Business Associate becomes aware. Business Associate will make this report upon Client's request, except if any such security incident resulted in a disclosure or Breach of Client's Protected Health Information or Electronic Protected Health Information not permitted by this Agreement, Business Associate will make the report in accordance with Section 15.3.B.1 above. C. Permitted Uses and Disclosures by Serve You except as otherwise limited in this Agreement. 1. Serve You may use Protected Health Information for the proper management and administration by Serve You or to carry out the legal responsibilities of Serve You. Serve You also may disclose such PHI as necessary for Serve You's proper management and administration or to carry out Serve You's legal responsibilities, provided that: such disclosures are required by law, or Serve You obtains reasonable assurance, evidenced by written contract, from any person or organization to which Serve You shall disclose such PHI that such person or organization shall: i. hold such PHI in confidence and use or further disclose it only for the purpose or which it was disclosed to Serve You or as required by law; and ii. notify Serve You of any instance of which the person or organization becomes aware in which the confidentiality of such PHI was breached. Serve You shall promptly notify Client of such breach. 2. Serve You may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Client as specified in this Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Client. D. Obligations of Client. 1. Client shall provide Serve You, with the notice of Client's privacy practices in accordance with 45 CFR 164.520, as well as any changes to such notice. Rev 8.2009 10 2. Client shall provide Serve You with any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, if such changes affect Serve You' permitted or required uses and disclosures. 3. Client shall notify Serve You of any restriction to the use or disclosure of Protected Health Information that Client has agreed to in accordance with 45 CFR 164.522. 4. Client shall not knowingly request Serve You to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Client. E. Termination of Agreement. 1. Right to Terminate for Breach. Client may terminate Agreement if it determines, in its sole discretion, that Business Associate has breached any provision of this Agreement and upon written notice to Business Associate of the breach, Business Associate fails to cure the breach within 30 calendar days after receipt of the notice. Client may exercise this right to terminate Agreement by providing Business Associate written notice of termination stating the failure to cure the breach of the Agreement that provides the basis for the termination. Any such termination will be effective immediately or at such other date specified in Client's notice of termination. 2. Obligations on Termination. i. Return or Destruction of Client's Protected Health Information as Feasible. Upon termination or other conclusion of Agreement, Business Associate will, if feasible, return to Client or destroy all of Client's Protected Health Information in whatever form or medium, including all copies thereof and all data, compilations, and other works derived therefrom that allow identification of any individual who is a subject of Client's Protected Health Information. Business Associate will require any subcontractor or agent, to which Business Associate has disclosed Client's Protected Health Information as permitted by Section C.1 of this Agreement, to, if feasible, return to Business Associate (so that Business Associate may return it to Client) or destroy all of Client's Protected Health Information in whatever form or medium received from Business Associate, including all copies thereof and all data, compilations, and other works derived therefrom that allow identification of any individual who is a subject of Client's Protected Health Information, and certify on oath to Business Associate that all such information has been returned or destroyed. Business Associate will complete these obligations as promptly as possible, but not later than 30 calendar days following the effective date of the termination or other conclusion of Agreement. ii. Procedure When Return or Destruction Is Not Feasible. Business Associate will identify any of Client's Protected Health Information, including any that Business Associate has disclosed to subcontractors or agents as permitted by Section C.1 of this Agreement, that cannot feasibly be returned to Client or destroyed and explain why return or destruction is infeasible. Business Associate will limit its further use or disclosure of such information to those purposes that make return or destruction of such information infeasible. Business Associate will require such subcontractor or agent to limit its further use or disclosure of Client's Protected Health Information that such subcontractor or agent cannot feasibly return or destroy to those purposes that make the return or destruction of such information infeasible. Business Associate will complete these obligations as promptly as possible, but not later than 30 calendar days following the effective date of the termination or other conclusion of Agreement. iii. Continuing Privacy and Security Obligation. Business Associate's obligation to protect the privacy and safeguard the security of Client's Protected Health Information Rev 8.2009 11 as specified in this Agreement will be continuous and survive termination or other conclusion of this Agreement. F. Miscellaneous 1. Amendment to Agreement. Upon the compliance date of any final regulation or amendment to final regulation promulgated by DHHS that affects Business Associate's use or disclosure of Client's Protected Health Information or Standard Transactions this Agreement will automatically amend such that the obligations imposed on Business Associate remain in compliance with the final regulation or amendment to final regulation. 2. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Client to comply with HIPAA Rules. 15.4. Survival. The provisions of this Section 15 shall survive the termination of this Agreement. 16. Manufacturer Discount Program. Certain prescription drugs on Formulary are eligible for a manufacturer's discount pursuant to applicable agreements between Serve You's formulary management company and prescription drug manufacturers. Under such agreements, Manufacturer Discounts will be calculated based on utilization of prescription drugs by Covered Members of Client. To be eligible for Manufacturer Discounts, Client must be able to demonstrate funding of at least fifty percent (50%) of the Charges associated with submitted Claims. To meet this burden, upon request, Client must provide copayment/coinsurance information, claim evidence, or evidence of member reimbursement (if the Benefit Program is so designed),as well as written verification that the fifty percent(50%)threshold is being met. Any Claims for which Client funds less than fifty percent (50%) of the Charges of Covered Prescriptions will not be entitled to Manufacturer Discounts. Specialty Drugs, Sole or Limited Distribution Drugs, drugs labeled with a repackaged national drug code and over-the-counter products are excluded from calculations, guarantees,credits and payments regarding Manufacturer Discounts set forth in this Agreement. Manufacturer Discounts received by Serve You and attributable to Client's covered members' utilization shall be paid to Client as set forth in Exhibit A. Serve You will begin paying to Client the collected Manufacturer Discounts on a quarterly basis. The initial payment of collected Manufacturer Discounts will begin no later than ninety (90) days after the end of the first calendar quarter in which the Client has participated in the program and each calendar quarter thereafter. Any changes to manufacturer discount arrangements will be effective on the first day of the next calendar quarter. Furthermore, if Client does not give the required written notice to Serve You as required in the Self-Funded Prescription Drug Program Agreement hereunder, Manufacturer Discounts owed Client under this Agreement, if any, are forfeited. Serve You represents that all Manufacturer Discount amounts referred to in this section are subject to change, reduction or elimination due to, among other things, the terms of the contracts between Serve You's formulary management company and pharmaceutical manufacturers or local, federal, state or other laws or regulations affecting the distribution or the amount of Manufacturer Discounts available or payable under law, or the actions of any manufacturer, outside of Serve You's formulary management company's control, that affect the availability of Manufacturer Discounts. Notwithstanding the foregoing, if the amount of any Manufacturer Discount generated by such agreements with manufacturers is reduced or eliminated as a result of (i) a particular item from Serve You's prescription drug Formulary not being included in the Client's Formulary, (ii) conflicts between the Client's Formulary and the Serve You prescription drug Formulary, (iii) change(s) in contractual requirements from manufacturers that result in Client being unable or unwilling to meet reasonable drug Formulary compliance requirements, including, but not limited to, drug Formulary inclusion or Formulary driven interventions, (iv) an unanticipated movement of a significant drug from a single source to a multi-source status, (v) a modification to the benefit design or program specifications, or (vi) substantial change in Client's drug utilization, then Manufacturer Discounts and all Administrative Fees and Charges associated with Agreement shall be equitably adjusted in a manner mutually agreeable to both Serve You and Rev 8.2009 12 Client. Serve You shall perform an annual review of Client's performance as it relates to Manufacturer Discounts and may adjust the amounts paid to Client on Exhibit A accordingly. 17. Miscellaneous. 17.1. Relationship of the Parties. Each of the parties hereto is an independent contractor. This Agreement does not create any employer/employee relationship, any partnership or any joint venture between Serve You and Client or their respective directors, officers,employees or agents. 17.2 Notices. Any notice required or permitted to be given hereunder shall be deemed sufficient and shall be deemed to have been given when delivered in person, when transmitted by facsimile (transmission confirmed) or three (3) days after being sent by United States Mail, certified, return receipt requested, postage pre-paid. All notices shall be addressed to a party at its address or telecommunication number as the same is provided below or such other address or telecommunication number as a party may designate by notice duly given in accordance with this Paragraph. If to Serve You: Serve You Custom Prescription Management, Inc. 10201 Innovation Drive, Suite 600 Milwaukee, WI 53226 FAX: (414) 410-3230 Attn: Contract Management If to Client: City of Oshkosh 215 Church Avenue PO Box 1130 Oshkosh, WI 54901-1130 FAX: (920) 236-5090 Attention: Human Resources 17.3 Entire Agreement. This Agreement, including the Exhibits hereto, constitutes the entire Agreement between the parties hereto relating to the subject matter hereof, and all prior agreements, correspondence, discussions and understandings of the parties are superseded hereby. No amendment or modification hereto shall be valid unless expressed in writing and signed by both parties to this Agreement. 17.4. Waiver. The failure of any party to exercise or enforce any right conferred upon it hereunder shall not be deemed to be a waiver of any such right nor operate to bar any party the right to exercise or enforce such right at any time thereafter; nor shall waiver of any right hereunder, including rights to payment, be deemed to be a waiver of any future right hereunder. 17.5. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of Wisconsin. 17.6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Agreement shall remain valid and effective. 17.7 Binding Effect. This Agreement shall be binding on the parties hereto and their successors and permitted assigns. 17.8 Force Majeure. The performance by either party hereunder will be excused to the extent of circumstances beyond such party's reasonable control, such as flood, tornado, earthquake, or other natural disaster, epidemic, war, fire, or other acts of God. In the event of such circumstances, the parties will use their best efforts to resume performance as soon as reasonably possible. Rev 8.2009 13 IN WITNESS WHEREOF,the parties have executed this Agreement on the date set forth below. SERVE YOU CUSTOM PRESCRIPTION MANAGEMENT,INC. CITY OF OSHKOSH By: I/! By: See Page 14A Sharon R.Murillo Print Name: CEO/President Title: Date: ld •1gi2... Date: October 23, 2012 Rev 8.2009 14 Signed for and in behalf of the City of Oshkosh /(ed-KAZ"-. Mark A. Rohloff, City Manager Pamela R. Ubrig, City Clerk Ard Cc S _-6 cocin ) n . Lorenson, City Attorney S:7-e—e/F)" Peggy A. S eeno, Director of Finance I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. 14A Self-Funded Prescription Drug Program AGREEMENT Exhibit A — Charges / Administrative Fees Program Pricing Terms CITY OF OSHKOSH Account Number: 3363 Effective Date: JANUARY 1, 2010 1. Serve You Retail Pharmacy Network In the case of a Single Source Drug Covered Prescription or Covered Supply dispensed by Participating Pharmacies and submitted by means of Serve You's on-line system,the term "Charges" shall mean an amount equal to the lesser of: (i)the Pharmacy's usual and customary price, as submitted("U&C") or(ii) AWP minus a discount of 16.5% plus the Dispensing Fee set forth below. In the case of a Multi-Source Drug Covered Prescription dispensed by Participating Pharmacies and submitted by means of Serve You's on-line system,the term "Charges" shall mean the lesser of(i)the Pharmacy's U&C, or(ii) AWP minus a discount of 16.5% plus the Dispensing Fee set forth below, or(iii)the maximum allowable cost ("MAC"), where applicable, plus the Dispensing Fee set forth below. The Charges payable by Client for Covered Prescriptions or Covered Supplies dispensed by Participating Pharmacies and submitted by means of Serve You's on-line system shall not include the applicable copayment/coinsurance amount set forth below. 1.1 Dispensing Fee—The Dispensing Fee per prescription or authorized refill is $1.70 for Single Source Drugs and$1.70 for Multi-Source Drugs. 1.2 Copayment/Coinsurance—The copayment/coinsurance amount for each prescription or refill dispensed by a Participating Retail Pharmacy will be designated for each Group in the applicable Plan Design(s). 1.3 Minimum/U&C Charge at Retail —Notwithstanding the pricing set forth above, in order to maintain reasonable access to retail pharmacies, Serve You may find it necessary during the term of the Agreement to negotiate modifications to the pricing terms above with certain retail Pharmacies to obtain or maintain their participation in Serve You's Pharmacy Network. Modifications may include but are not limited to a minimum charge and/or the allowance of U&C for those claims priced below the applicable copayment/coinsurance. 2. Serve You DirectRx Mail Service In the case of a Single Source Drug Covered Prescription or Covered Supply dispensed by DirectRx Mail Service, the term "Charges" shall mean an amount equal to AWP minus a discount of 24% plus the Dispensing Fee set forth below. In the case of a Multi-Source Drug Covered Prescription dispensed by DirectRx Mail Service,the term "Charges" shall mean the lesser of(i)AWP minus a discount of 24% plus the Dispensing Fee set forth below, or(ii)the maximum allowable cost("MAC"), where applicable,plus the Dispensing Fee set forth below. The Charges payable by Client for Covered Prescriptions or Covered Supplies dispensed by DirectRx Mail Service and submitted by means of Serve You's on-line system shall not include the applicable copayment/coinsurance amount set forth below. Exhibit A v1.2009 Page A-1 2.1 Dispensing Fee-The Dispensing Fee per prescription or authorized refill is $0.00. Dispensing Fees are inclusive of postage. If postage rates(i.e.,U.S. mail and/or applicable commercial courier services) increase during the term of this Agreement,the Dispensing Fee may be increased to reflect such increase(s). 2.2 Copayment/Coinsurance—The copayment/coinsurance amount for each prescription or refill dispensed by DirectRx Mail Service will be designated for each Group in the applicable Plan Design(s). 2.3 Minimum Charge at Mail Service-In no event shall Charges payable for Covered Prescriptions or Covered Supplies dispensed by DirectRx Mail Service be an amount less than fifteen dollars ($15.00). Effective February 25, 2010, there shall be no minimum charge at mail service. 3. Specialty Drug Reimbursement Rates at DirectRx Mail Service 3.1 Notwithstanding anything to the contrary in Sections 1 and 2 above and elsewhere in the Agreement, in the case of Covered Prescriptions designated by Serve You as Specialty Drugs, "Charges"for each Specialty Drug covered by Client's Benefit Program and dispensed by DirectRx Mail Service shall mean an amount equal to AWP minus a discount of 17%plus a Dispensing Fee of$0.00. The Charges payable by Client for Covered Prescriptions designated as Specialty Drugs dispensed by DirectRx Mail Service shall not include the applicable copayment/coinsurance amount. 3.2 Specialty Drugs are subject to addition,deletion or modification from time to time at the discretion of Serve You. 3.3 Sole or Limited Distribution Drugs may be subject to limited availability from the pharmaceutical manufacturer or,because they are in short supply, subject to recall or allocation. As a result of any such limited availability, Serve You reserves the right, at its sole discretion,to modify the pricing until the short supply situation is corrected. 4. Manufacturer Discounts Manufacturer Discounts are set forth below: Open Formulary Managed Three-Tier Formulary $1.50 per net paid retail claim $3.50 per net paid retail claim $4.50 per net paid mail service claim $11.00 per net paid mail service claim Payment of Manufacturer Discounts for a managed three-tier formulary is contingent on Client maintaining a three-tiered co-payment, as defined below, and participation in the Serve You Formulary Optimization Program. Three-Tiered Co-payment means a co-payment benefit plan whereby the Formulary products are given preferential status through Formulary enforcement mechanisms including but not limited to,lower co-payment, placement on the first or second tier of a three tier co-payment plan having a minimum$15 co-payment differential or co-insurance equal to a$15 differential between the second and third tiers. 5. Right to Adjust Rates The rates set forth in this Exhibit A are based on information provided to Serve You by Client,including, without limitation, information regarding the average number of employees enrolled in the Benefit Program and Client's selected benefit design. Serve You has relied on that information in developing these rates. Any material modification in this information may result in program pricing term modifications by Serve You. Exhibit A v1.2009 Page A-2 6. Administrative Fees Client will pay Serve You an Administrative Fee in the amount of$0.00 per Processed Claim. SERVICES INCLUDED IN ADMINISTRATIVE FEE Account Management • Dedicated Account Manager supported by team of Account Coordinators • Consultative services, including benefit analysis modeling • Annual Plan Renewal Analysis (PRA)review • Participation in employee meetings/benefit fairs Member and Provider Services • Toll-free telephone access for plan members, physicians, and pharmacies • Open 364 days per year(closed on Christmas) • TDD-TTY services for hearing impaired • Multi-lingual support capabilities DirectRx Mail Pharmacy Program • Processing of prescriptions received via Internet, fax, phone, or mail • No additional shipping and handling expenses for standard delivery of mail order prescriptions • Drug information provided with every prescription dispensed • Pharmacist on call 24 hours a day for emergency situations Retail Pharmacy Network • Establish, maintain, and contract an adequate national network • Development and distribution of communication materials to participating pharmacies regarding Serve You's program, as needed • Toll-free access to Member and Provider Services for eligibility/claims processing assistance •- Customizable networks available based on client-specific needs Claims Adjudication • Administration of custom plan designs • In-network claims adjudication via online claims system • Coordination of benefits (when flagged on eligibility records) • Fifteen months of online claims history retention (for use in claims processing) • Integrated mail order and retail claims processing system Eligibility • Eligibility administration submitted electronically • System access available for online eligibility updates (at Client,TPA, or broker location) • Dependent eligibility edits available Member Materials • Serve You Welcome Packet and ID cards for new members • Serve You standard member communications • Formulary updates Exhibit A v1.2009 Page A-3 Internet and Other Educational Communications and Offerings • Customized member web portal • Online prescription ordering • Prescription pricing and copay information • Drug-specific information • Health assessment tools and resources • Pharmacy locator • RxBenefit Insights newsletter Reporting • Monthly Management Reporting Package • Custom reporting provided at no charge • Annual Plan Renewal Analysis • Detail claims data file (upon request)provided to Client or their designated Business Associate. Additional charges may apply for duplicate or multiple file requests. CLINICAL MANAGEMENT PROGRAMS INCLUDED IN ADMINISTRATIVE FEE Standard Prior Authorization Review Standard Prior Authorization means a form or letter provided by the prescriber or their designated agent that includes diagnosis, demonstrates medical necessity,and/or satisfies established prerequisite criteria. Standard Prior Authorizations are reviewed by a Serve You representative and approved if established prerequisite guidelines are satisfied. Step Therapy Program The Serve You Step Therapy Program is a clinical utilization management program that requires documented trial and failure of comparable lower cost therapy in selected therapeutic classes as the prerequisite criteria for coverage of the more costly alternative. Quantity Limits Program The Serve You Quantity Limits program is a module of system edits limiting the quantity of medication that can be dispensed per fill and acts to maximize cost savings, minimize wastage, and insure appropriate drug use. Quantity limits are determined using FDA dosing guidelines, industry best practices, and have been approved by the P&T committee. Dose Optimization Recognizing that certain drugs are priced the same per unit regardless of strength, dose optimization is a system edit that targets members taking drugs twice daily that could be taking a larger dose one time daily (at a reduced cost). In these cases,the member is asked to consolidate the two doses into one daily dose. All drugs subject to a dose optimization edit have been reviewed and approved by the P&T committee as appropriate for this clinical program. Concurrent Drug Utilization Review When a transaction is submitted,the online processing system guides the information through extensive Drug Utilization Review(DUR)edits simultaneously, which can encompass over 700 separate edits. The following are examples of edits supported by the claims processing system: • Duplicate claim • Drug-Drug Interactions Exhibit A v1.2009 Page A-4 • Minimum/Maximum Dosage • Therapeutic Duplication • Drug-Age (geriatrics/pediatrics) • Drug-Gender • Formulary compliance (if applicable) • Drug-Inferred Health State • Drug-Allergy • Drug-Pregnancy • Refill Too Soon/Refill Too Late • Prior Drug Therapy • Providing acute v. Maintenance dosage edits • Quantity/Days supply limitations Formulary Optimization Program Serve You encourages use of the drug products found on Tier-1 and Tier-2 of our 3-Tier Formulary whenever possible. Promotion of these agents is accomplished through communications with patients and prescribers and prescriber-authorized therapeutic interchange of the preferred agents. Increased mail order utilization is also emphasized in this program as a source of cost savings to Client and Covered Members. Clinical Communications Serve You provides clinical communications including,but not limited to: • Quarterly Formulary change alert sent electronically to Clients and business partners • Quarterly Formulary change alert letter to affected members • Periodic mail order promotion mailings and coupon efforts Serve You utilizes employee benefit meetings and member communication materials to introduce and educate participants about a formulary program. Patient and physician education materials are provided to assist and encourage them in selecting the most cost-effective therapeutic options. The patient handouts are provided in bulk to the Client for inclusion in benefit packets. SERVICES AVAILABLE AT ADDITIONAL COST Eligibility • Manual Submission $1.00 per entry Claim Adjudication • Coordination of Benefits &Member-submitted paper claim(secondary $3.00 per claim COB) • Adjudication of Gov't reimbursement claims (unless otherwise assigned $3.00 per claim by group) Direct Reimbursement • Processing paper claims $2.00 per entry Member Materials • Targeted communications or replacement, re-issuance,or customization Quoted per request of any materials • Reprinting of entire group's ID cards $0.30 per card • Mailings Actual postage charges Exhibit A v1.2009 Page A-5 CLINICAL MANAGEMENT PROGRAMS AVAILABLE AT ADDITIONAL COST Clinical Review $30.00 each Clinical Review means any review requiring the professional judgment or expertise of a Serve You pharmacist and includes all Clinical Prior Authorizations. They may also include other hard halt point of service edits such as Standard Prior Authorization reviews, Step Therapy reviews,Dose Optimization reviews, Quantity Limits review, high dollar claim reviews, and other reviews that necessitate a pharmacist's professional judgment or expertise. Clinical Communications Upon request, Serve You will conduct periodic targeted custom member mailing promoting formulary utilization and member mailings to communicate benefit design changes. Health Education and Disease Management Serve You will customize a Health Education and/or Disease Management program to meet each Client's needs. Retrospective DUR The Serve You retrospective Drug Utilization Review program is a quality management measure in which drug therapy is evaluated to ensure the most appropriate and cost effective therapy. The appropriate use of prescription drugs in place of increased medical and hospital resources is a cost-effective way to improve clinical outcomes. Information gathered through DUR programs is used to educate providers on the safe and effective use of medications. Signature confirms acceptance of program pricing terms as listed in Exhibit A. SERVE YOU - CUSTOM PRESCRIPTION MANAGEMENT,INC. CITY OF OSHKOSH By: I /Lk A. By: See Page A-6a Sharon R.Murillo Print Name: CEO/President Title: Date: /0 • /`1/L Date: October 23, 2012 ExhibitA v1.2009 PageA-6 Signed for and in behalf of the City of Oshkosh .Kek---,t0c,--6 Mark A. Rohloff, City Manager Vi►i- al ► IC _ 1 Pamela R. Ubrig, City Clerk Apinfpd Ct5 it car in 4r o 1I A,G)H- renson, pity rney / 4r -41D Peggy A. Steeno, Director of Finance I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. Page A-6a