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HomeMy WebLinkAboutResolutions - 2017.12.07 - 23197MISCELLANEOUS RESOLUTION #17327 December 7, 2017 BY: Commissioner Christine Long, Chairperson, General Government Committee IN RE: BOARD OF COMMISSIONERS — AUTHORIZATION TO PROCEED WITH THE NATIONAL ASSOCIATION OF COUNTIES LIVE HEALTHY DISCOUNT PRESCRIPTION DRUG, DENTAL AND HEALTH PROGRAM CONTRACT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS recognizing that the rising cost of prescription drugs coupled with the growing population of the uninsured has created a crisis for many citizens in our country, the Board of Commissioners have established discount health program partnerships; and WHEREAS these partnerships have the benefit of providing substantial reductions in health care costs for residents. These discounts include: the retail price of many commonly prescribed drugs; dental procedures; vision care; hearing aids, diabetes products and more; and WHEREAS these discounts are available to all Oakland County residents, regardless of age, income, or existing health coverage; and WHEREAS participation in these discount prescription drug programs come at no cost to Oakland County or its residents; and WHEREAS the Board of Commissioners entered into a discount prescription drug program with the National Association of Counties/CVS/Caremark from 2006 to 2012 and has since partnered with Coast2Coast Rx; and WHEREAS the Board of Commissioners began providing a discount dental program through a partnership with Benefit Control Methods, Inc. in 2007 (which changed its name to name National Benefit Consulting, Inc. or NBC, Inc.); and WHEREAS as the qualified vendor for the Board of Commissioners' discount dental program, BCM provided an annual subscription-based savings program with a projected overall savings of 30%-40% below the usual and customary cost of dental care; and WHEREAS in late 2016, BCM/NBC, Inc. informed the Board of Commissioners they were being purchased by another firm and could no longer honor the discounts in the subscription savings plan, thus suspending the Oakland County Discount Dental Program; and WHEREAS due to the lack of an ongoing discount dental program, the Board of Commissioners requested of the Health Department a thorough review of all available discount programs and provide a recommendation for the best comprehensive solution to improve Oakland County residents' access to health care services; and WHEREAS concluding their review, the Health Department has made a strong recommendation to the Board of Commissioners identifying the NACo Live Healthy Program as the best choice to provide a comprehensive solution for prescription discounts, dental health access and other health care benefits. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes Oakland County's Corporation Counsel and Purchasing Division to negotiate and draft a contract with the National Association of Counties/CaremarkPCS Health LLC for their Healthy Living Program, including the prescription, dental and health programs. BE IT FURTHER RESOLVED, upon completion of aforementioned contract, the Board of Commissioners authorizes staff to notify Coast2Coast Rx of its intention to terminate the current contract. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Board Chairperson, or his designee, to execute the Agreements and any related documents between Oakland County and the National Association of Counties/CaremarkPCS Health LLC. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. Commissioner Christine Long, Dialet #7 Chairperson, General Governm* Oommittee GENERAL GOVERNMENT COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Motion for direct referral to the Finance Committee carried on a voice vote. Live Healthy U.S. Counties Sign up your county today Join the NACo Live Healthy 'Program. It's easy. Complete this registration form, save it to your desktop and then attach in an email addressed to membership@naco.org Or mail this form to: Linda Langston, Director of Strategic Relations National Association of Counties 660 N. Capitol St., NW Ste. 400, Washington, DC 20001 After you register, we'll send you customized materials to promote Live Healthy in your county. County Name: Main County Contact: Title: Street Address: City: State: Zip: Phone: Email: County Website Number of County Residents: Please check which NACo Live Healthy discounts your county would like to offer its residents: (Counties must participate in the prescription part of the program in order to add another program): 111 Prescription—already enrolled L Health El Dental 111 Prescription 111 By checking this box you are confirming that the NACo Live Healthy programs checked above are approved by the County's elected board. Spanish materials required? EYes 111No One more thing... We will need your county's logo/seal to customize your Live Healthy materials. Then you'll be able to share this exclusive discount program with your residents. A jpg file of your county logo is necessary to complete your registration. Send an email with the jpg file as an attachment to NACoRx@caremark.com . Indicate the county name and logo attached in the subject line. The email should also include: • A contact/name and street address for the delivery of member ID cards and display materials if it differs from the address on the registration form. (Please note we cannot deliver to P.O. boxes.) • A description of how the county name should appear/read on the member ID card. For questions, call 888-407-NACo (6226), or email us at membership@naco.org NATIONAL NAG) ASSOCIATION Ef COMM ES CAREMARKPCS HEALTH, L.L.C. AMENDED AND RESTATED MANAGED PHARMACY BENEFIT SERVICES AGREEMENT CONSUMER CARD PROGRAM T1118 AMENDED AND RESTATED AOREEMENT (the "Agreement") Is effective beginning January I, 2012 (the "Erfeative Date") among National Aasociation of Counties ("Costumer"), counties that are members of the National Association of Counties ("MeMber County") and CaremarkPCS Health, L,L.C,, ("Caremark"), for the purpose of delineating the terms and conditions under which Caremark will provide certain managed pharmacy benefit services to Member County and Customer. This Agreement amends the existing Member County Agreements consistent with the terms thereof, Customer agrees that It will require each Member County added after the Effective Date to execute an Individual agreement with Caremark in the tom attached hereto as Exhibit B (the "Member County Agreement") prior to Caremark's providing Services to such Member County. Caremark will not provide Services to Member County prior to the receipt of the Member County's execution of the Member County Agreement, I, STATEMENT OF SERVICES / OBLIGATIONS. 1.1 Services. Caremark will provide Member County the services as set forth in this Section 1, and the services described in any attachment, addendum or amendment hereto (collectively the "Servicea"). Caremark may make changes to the Services from time to time so long as such changes do not materially alter any of the provisions of this Agreement. . 1.2 Participating Pharmacies. Caremark has created a network of Participating Pharmacies, which will perform pharmacy services for Participants. 1.3 Pharmacy Help Desk and Voice Response Unit. Ceremark will provide Participating Pharmacies with help desk assistance and access to Caremark's voles response unit during Caremark's hours of operation. 1.4 Claims Preeeseing. Submissioa of Clainis, Caremark will adjudicate Claims submitted by Participating Pharmacies to Caremark in aecordtmee with the Participating Pharmacy's agreement with Caremark and the Consumer Card Program. b. Collection at Point or Sale. Customer and Member County acknowledge thal Participating Pharmacies will collect from the Participant one hundred percent (100%) of the applicable prescription price, discounted at the rates set forth on Exhibit A as applicable, plus a transaction fee from the Participant, 1,5 customer Service. Caremark will make available to Customer, Member County and Participants a toll free number during those hours or operation maintained by Caremerk. Staff will be available to answer questions on the Consumer Card Program and Consumer Card Program guidelines, 1.6 Identification Cards. Caremark will, at its owe cost, produce identification cards for Participants, which contain Member County's and Customer's lago(s), identification cards will be available to any individual the Member County or Customer deem appropriate. Caremark will -work with Member County on the distribution method for ideotificatien cards; provided, however if Member County requests that Caremark mall the identification cards to Participants, postage and handling charges will apply. The Participant shall be responsible for paying for any prescriptions obtained while using the identification card, L7 Clinical Services and Drug IftlilzatIon Review ("DUR"). a. Clinical Services, Caremark may provide to Member County its member compliance programs and other programs designed to ensure proper drug utilization end encourage the use of cost-effective medications, These programs may include mailings to Participants with active prescriptions for targeted drag products or drug classes or to let Participants know that they may qualify for participation in a clinical trial program. Such mailings may include Participant and drug specific information and/or general educational material. Participants, by notifying Caremark, may epnout of such programs. b. OUR Services. Caremark will provide its automated concurrent DUR Services for Claims. The information generated in connection with DUR Services is intended as an economical supplement to, and not as a substitute for, the knowledge, expertise, skill, and Judgment of physicians, pharmacists, or other health care providers in providing patient care. Providers are individually responsible for acting or not acting upon information generated and transmitted through the DUE. Services, and for performing services in each jurisdictina consistent with the scope of their licenses. Notwithstanding anything set forth in this Agreement, Caremark will have no obligation to acquire Information concerning any Participant beyond the infomaatien that is included lit Caremark's eligibility records or the Claims submitted by Participating Pharmacies in connection with the Consumer Card Program. LS Formulary Services, Caremark will administer an open formulary for the Member County and will provide certain Services that are designed to provide useful clinical information to physicians (the "Formulary -Stryker). Caremark may make changes to the Fonnuisry Service,' described in this Agreement from time to time, and will notify Member County and Cuslotner of any material changes to any formulary management programs. In all eases, the proscribing physician shall have final authority over the drug that Is prescribed to the Participant. a, Customer's Authorization. Customer authorizes Caremark to contract as a group purchasing organization for Customer with pharmaceutical companies for Rebates. Customer acknowledges that whether and to what extent pharmaceutical companies are willing to provide Rebates to Customer may depend upon a variety of factors, including the content of any drug list adopted by Customer, the plan's design features and participating In Caremark'e drug list management programs, as well as Caremark receiving sufficient information regarding each Claim that is submitted to pharmaceutical companies for Rebates. b. Disclosure of Manufacturer Fees. In accordance with Section 1,11(a) of this Agreement, Caremark or its affiliates may hold contracts with certain pharmaceutical companies relating to producis covered under this Agreement. The parties agree that Caremark shall retain one hundred percent (l 00%) of the Rebates as reasonable compensation for in services under this Agreement. In connection with such contracts, Caremark or its affiliates may have a financiel relationship with such pharmaceutical companies and may receive and retain fees or other compensation from pharmaceutical companies for services rendered and property provided to pharmaceutical companies, including, without limitation, administrative fees that range between one percent (1%) and four percent (41%) of the Wholesale Acquisition Cost ("WAC") of the products dispensed across Caremark's book of business. In addition, Caremark or its affiliates may receive concurrent or retrospective discounts or Rebates from pharmaceutical companies which are attributable to or based on products purchased by Caremark affiliated dispensing pharmacies. The term "Rebates" as used Its this Agreement does not include the fees, compensation, and concurrent or retrospective discounts associated with the purchase price of products described in this Section 1.3, which belong exclusively to Caremark or its affiliates, e. Partieip ant Authorizations and Diseloeures, Customer and Member County shall comply with all Laws applicable tn It as a sponsor of the Services or as otherwise consistent with its obligations under this Agreement, d. Additional Participant Discounts. Caremark may provide a progmm that will provide Participants with additional manufacturer discounts on certain drugs at the point of sale, From time to time, Caremark may revise the list of drugs that have additional participant discounts. The current list of drugs on which Participants may receive additional discounts is available upon request. Caremark will timely notify Member County and Customer of any revisions to this list of drugs. 1.9 Management Reports. Caremark will provide Member County and Customer with Caremark's standard management reports in connection with the Services, which reports may change from time to time at Carenaark's discretiou. Member County and Customer may elect to receive a reasonable number of the standard management reports made available by Caremark. 1.10 Mail Service Program, Caremark may provide to Member County mail order pharmacy services through its mail order pharmacy facilities. For the duration of this Agreement, Member county agrees that it will offer only Caremark mail order pharmacy services for its Participants covered under this Agreement, as further described below. Caremark shell fill prescriptions for Participants and shall mail such drugs or medications to such Participants subjeet to the following terms and conditions: a. Distribution of Information. Caremark shall provide Participants with its standard Informational material explaining the mail service and the forma necessary fat Participants to utilize mall service. Partieipants will have toll-free telephone access to a pharmacist and CUStOrner SendCa representative. Access to a pharmacist will be available 24 bears per day, seven days per week. b. Delivery and Dispensing. Caremark shall dispense through its mail service pharmacy new or refill prescription orders upon receipt from a Participant of (i) a valid prescription order or a completed refill order form and (ii) the applicable payment. Caremark shall Cause the filled prescriptions to be mailed to each Partlyipant via common carrier at the address appearing on the face of the prescription so long as such addresses are in the United States. Caremark shall not be liabk to Member County, Customer or Participant for any delay in delivery resulting from circumstances beyond Caremark's control as set forth in Section 6.2. Caremark's mail order pharmacies May dispense drugs evert if the prescription is not accompanied by the correct amount however, Member County and Customer acknowledge and agree that Caremark may refuse to fill any prescription that is either not accompanied by the correct amount and/or for any Participant who has an unpaid balance with Conti-lark, 1.11 Preferred Drug Programme. Caremark and the retail Participating Rheniumles will work together to encourage the use of Preferred Drugs by (i) Identifying appropriate opportunities for converting a prescription from a non-Preferred Drug to a Preferred Drug, amid (ii) contacting the Participant and the prescriber to request that the prescription be changed to the Preferred Drug. A Preferred Dreg is one on the Performance Drug List, which has been developed by Caremark as a clinically appropriate and economically advantageous subset of the Caremark Fornaultuy, us revised by Caremark from time to time. 1,12 Specialty Pharmacy. Caremark's specialty pharmacy service will be provided by a Caremark specialty pharmacy entity or its affiliate ("Caremark 5peelaltyllx"), and offers a distribution channel for certain pharmaceutical products that are generally bloteciumlogical in nature, are given by injection, or otherwise require special handling ("Specialty Medications"), Caremark SpeolaityRx shall provide proscription fttlfillment and distribution of Specialty Medications and supplies, pharmaceutical care management services, as well as the types of Service that Member County receives under this Agreement, including but not limited to customer services, utilization and clinical management, integrated reporting and Claims processing ('SpecieltyRx Services"). Caremark Speolaltylex may receive prescription from Participants through an affiliated Caremark mail facility or directly via the U.S. Mail or commercial carrier al the address specified by Caremark from time to time and may also receive prescriptions from physicians by fax or by US. Mailicennuerelisi carrier. In accordance with the Consumer Card Program, Caremark Spacialtylix shall dispense Covered Items in accordance with those prescriptions and mail the Covered Items to Participants at the designated address, so long as such address is located within the Ileited States, Caremark Specialtylket may not dispense drugs to Participants who fail to submit the correct payment with their prescription. Caremark Specialtyllx pharmaceutical care management services include but may not be limited to; (1) patient profiling focusing on the appropriateness of Specialty Medication therapy and care and the prevention of drug-drug interactions; (2) patient education materials; and (3) disease management and compliance programs with respect to Specialty Medications. As part of these services, Participants will be asked to participate in various surveys. 3 Caremark will provide Member County and Customer with a list of the Specialty Medications and their corresponding rates (which may vary from Network Rates) upon request. Routine supplies (needles, syringes, aleohol Swabs) in a sufficient quantity will be included at eta additional expense. 2. FEES AND PAYMENT, a. Fees. The parties agree that, In lieu of billing Member County a "per Claim" fee for Services, Caremark shall retain 100% of the Rebates 43 reasonable compensation for the Services, Customer and Member County understand and agree that neither they nor any Participant will share in the Rebate monies collected from Manufacturers by Caremark. b, Remedies. Additional services may be mutually agreed-upou by the parties, and the associated fees fer such services, if any. will be Identified in Exhibit A as reasonable compensation, In the event any such fees apply and Member County or Customer fails to pay Caremark by the due date any amount owing, Caremark, after making a reasonable effort to eollect and upon notice to such Member County or Customer may, in addition to its remedies under this Agreement, at Law Of in equity, do any or all of the following: (1) suspend performance of any or all of Ceremark's obligations under or In connection with this Agreement with respect to such Member County or Customer, including Caremark's obligation to process Claims or (ii) set off against any amounts payable to such Member County or Customer by any amounts due Caremark from such Member County or Customer, c. Pricing Changes. Alter the Initial Term of this Agreement, as set forth in Section 7,a, Caremark may change the fees applicable to the Consumer Card Program. Caremark will give Customer sixty days' written notice of any chrome, and such change will take effect on the first day of the month following the sixty-day notice period. Customer may object to an increase in fees by providing written notice to Caremark at least thirty days before the expiration of the sixty-day notice period. If the parties cannot agree on an appropriate fee, this Agreement will terminate at the end of the sixty-day notice period, If Customer does not timely object, Customer will have no right to terminate this Agreement based on the pricing change. 3. CUSTOMER AND MEMBER COUNTY OBLIGATIONS. a. Marketing Materials. The parties agree to use only those marketing brochures and other advertising materials pertaining to Customer's Consumer Card Program (In any medium, including, but not limited to, written communications, verbal communications and Web based marketing) that have been approved by the other. Member County and Customer further agree that they will communicate such requirements to RS clients or groups and will ensure that ouch clients or groups comply with the requirements of this Section 3.a, Caremark may terminate this Agreement immediately in the event Member County or Customer fails to comply with the provisions of this Section 3,a, Caremark will provide Its standard marketing brochures, advertising materials and mail order forms, as applicable, to Member County at no cost. Caremark will work with and support each Member County in marketing the Consumer Curd Program at no cost. If the cost associated with providing such materials is determined by Caremark to be unreasonable or excessive, Member County shall pay for the costs of the materials at a rate to be mutually weed to by the parties in writing, If Member County elects to use customized brochures or advertising materials (it any medium, Including but not limited to written cOmmunications, verbal communications and web based marketing), Member County will (I) obtain Caremark's approval on such forms, and (IL) pay a reasonable charge, as established by Caremark, for such materials If created or provided by Caremark, 3,2 Support of Consumer Card Program. Customer will recommend and support the Consumer Card Program in accordance with the terms of this Agreement, 4. USE OF AND ACCESS TO INFORMATION. a. Use or _midge tilled Data. Claims, as well as eligibility information which is deldentified in accordance with HIPAA and other applicable law, and which is not Identifiable on a Customer or Plan Participant basis, may be used, disclosed, reproduced, adapted or sold by Caremark. Such deidentified data may be provided to nationally recognized data Integration firms to support appropriate administration of Caremark's drug management programs. This beitohmarking data enables Caremark to compare against other drug population sets and improve programs and Services for clients, b. Right to Audit Rebates. Customer, at 1(3 Sole expense, may audit a reinonabite sample of records directly related to Customer's Rebates once in each twelve-month period (following sixty (60) days written notice to Caremark), Such records shalt be limited to information necessary for validating the accuracy of the Rebate amounts distributed to Member County by Caremark. The parties agree that att independent third-party auditor agreeablIti to Customer and Caremark shall conduct such audit, and that such rum will sign a Caremark confidentiality agreement ensuring that all details and terms of all Manufacturer Rebate contracts with Caremark (except the total aggregate amount due to Customer) will be treated as crinfidential to Caremark and will not be revealed in any manner or form by or to any person or entity. Furthermore, such audit shall be conducted at Curemarki a office where such records are located, during normal business hours, without undue interference with business activities, and in accordance With reasonable audit procedures. 5, CONFIDENTIALITY AND INTELLECTTJA.L PROPERTY, a. Confidential and Proprietary Information. in connection with this Agreement, each party may disclose to the other party certain proprietary or confidential technical and beeineas information, databases, trade secrets, and innovations belonging to the disclosing party ("Confidential Information"), the value of which might be lest if the proprietary nature or confidentiality of such Confidential Information is not maintained. For the purposes of this Seotion, the contents of this Agreement and of any eichthits, amendments, or addenda attached hereto are deemed Confidential Information. Furthermore, any work, compilation, processes or inventions developed by Caremark, Member County or Customer, or their respective agents, employees or contractors, is deemed Confidential Information of such party under this Agreement. Notwithstanding the foregoing, Confidential Information may be disclosed by Member County in response to a request made pursuant to the Member County's applicable state Public Records Law, Insofar as disclosure is required by that Law. Member County shall provide Caremark with (i) notice of its intent to disclose Confidential Information and (ii) an opportunity for Caremark to object to suck disclosure in accordance with Law. b. Non-Disclosure of Confidential Information. The parties will not (except to the extent expressly authorized by this Agreement) disclose Confidential Information of any other to anyone outside of Caremark, Member County or Customer, nor will they copy or reproduce any Confidential Information of another unless expressly authorized to do so by such party in writing. Each party will disclose Centidentiel Infermation of another only to its employees who have a need to know the Confidential information in order to accomplish the purpose of this Agreement and who (i) have been informed of the confidential and proprietary nature of the Confidential 'reformation, and (ii) have agreed not to disclose it to others. In order to preserve and protect the confidential or proprietary nature of any Confidential information and to prevent it from falling into the public domain or into the possession of persons not bound to maintain its confidentiality, each party will handle the Cenfidentiel Information Of any Other party with the same degree of care that it applies with respect to its own information that it considers as confidential and proprietary, but in no event with less than reasonable care. a. Exceptions and Permitted Disclosures. The receiving party of Confidential Information will not be liable for any disclosure or use of Confidential Information which is publicly available or later becomes publicly available other than through a breach of this Agreement, or if the Confidential Information is shown by written domumentation to be known to the receiving party on the date of execution of this Agreement, having been received From a source (other than a party to this Agreement) that had the right to disclose the Confidential Information, d. Subpoena. Confidential Information may be disclosed pursuant to a bona fide subpoena if the party receiving the bona fide subpoena has given the other party prompt written notice of receipt of the subpoena so that the other party can object or otherwise intervene as it deems proper. e. Return or Destruction of Information. All Confidential Information will remain the property of the disclosing party, and the receiving party will room all written or tangible materials, and all copies thereof, upon request of the disclosing patty. If and to the extent feasible, upon termination of this Agreement. Caremark will destroy or will return to Member County or Customer all PHI obtained pursuant to this Agreement and shall retain no copies thereof: provided however, that if such return or destruction is not reasonably feasible, the provisions of Section 4 of this Agreement shall continue to apply to such infonnetion after the termination hereof. f. Proprietary to Caremark. Member County and Customer acknowledge that the Formulary 15 proprlottuy to Caremark, Further, all Caremark databases, as well as the software, hard coding, and logic used to generate the compilations of information contained In Caremark's Claims adjudication system and in all other databases developed by Caremark or its designees in connection with performing Services Including identifiers assigned by Caremark, and the format of all reports, printouts, and copies there from, and any prior and future versions thereof by any name, are the property of Caremark and are protected by copyright which shall be owned by Caremark. g, Tradenames; Trademarks; and Service Marks. None of the parties herete may use any tradenames, trademarks or service marks of another, or any word or Symbol likely to be confused with such tradenames, trademarks or service marks, unless authorized in writing or as expressly permitted by this Agreement. h. Remedies, Any unauthorized disclosure or use of Confidential Information would cause Caremark, Member County or Customer inunecliate and irreparable injury or loss that cannot be adequately compensated with money damages. Accordingly, if any party hereto talk; to comply with this Section 5, the other(s) will be entitled to specific performance Including Immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and to judgment for damages (Including reasonable attorneys fees) caused by the breath, and to any other remedies provided by Law, 6. LIMITATION OF LIABILITY; COMPLIANCE WITH LAW. a. Warranty. This Agreement is not a contract for the sale of goods. Caremark will perfon the Services in a good and workmanlike manner in accordance with the customs, practices, and standards of providers skilled in the industry. EXCEPT AS WARRANTED IN THIS SECTION 6.e, CAREMARK DISCLAIMS ALL EXPRESS AND ALL IMPLIED WARRANTIES OP ANY KIND, INCLUDING THE SUITABILITY FOR ANY PARTICULAR PURPOSE OF THE DATA GENERATED THROUGH THE CAREMARK SYSTEM. CAREMARK RELIES ON FIRST DATABANK, MEDI-SPAN, OR. INDUSTRY COMPARABLE DATABASES IN PROVIDING CUSTOMER, MEMBER COUNTY AND PARTICIPANTS WITH DRUG UTILIZATION REVIEW SERVICES. CAREMARK HAS UTILIZED DUE DILIGENCE IN COLLECTING AND REPORTING THE INFORMATION CONTAINED IN THE DATABASES AND HAS OBTAINED SUCH INFORMATION FROM SOURCES BELIEVED TO BE RELIABLE. CAREMA.RK, HOWEVER, DOES NOT WARRANT THE ACCURACY OF REPORTS, ALERTS, CODES, PRICES, OR OTHER DATA CONTAINED IN THE DATABASES. THE CLINICAL INFORMATION CONTAINED IN THE DATABASES AND THE FORMULARY IS INTENDED AS A SUPPLEMENT TO, AND NOT A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL, AND JUDGMENT OF PHYSICIANS, PHARMACISTS, OR OTHER HEALTH-CARE PROFESSIONALS INVOLVED IN PARTICIPANT'S CARE. THE ABSENCE OF A WARNING FOR A GIVEN DRUG OR DRUG COMBINATION SHALL NOT BE CONSTRUED TO INDICATE THAT THE DRUG OR DRUG COMBINATION IS SAFE, APPROPRIATE OR EFFECTIVE FOR. ANY PARTICIPANT. CAREMARK DOES NOT WARRANT THAT ITS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, b, Force Majeure. Except for the payment obilgationa set tbrth in Section 2 of this Agreement, the parties are excused from performance under this Agreement to the extent that a party is prevented from performing any obligation, in whole or in part, as a result of causes beyond its reasonable control, including, acts of God, war, civil disturbance, court order, governmental intervention, Change in Law, nonperformance by the other party or any third party, failures or fluctuations in electrical power, heat, light, air conditioning, or telecommunications equipment. Any nonperformance under this Section 6.b will not constitute a default or a ground for termination of this Agreement.' c. Indemnity. To the extent permitted by applicable Law applicable to Customer and each Member County, Customer and Member County shall indemnify and hold harmless Caremark and its officers, directors, employees, agents, successors. and assigns ("Carentark Indeninitees") for, from and against any damages, costs, or attorney's fees, actually Incurred by Caremark or a Caremark Indemnitee, as the result of a third party claim that Customer or Member county, Its officers, directors, employees, agents, successors, or assigns acted with negligence, and/or in violation of applicable standards of care, provided that the Caremark Indemnitce has acted ig a manner that is consistent with this Agreement, the Consumer Card Program and applicable standards of care, The foregoing indemnification shall not apply and shall not be enforceable to the extent any applicable Law prohibits a Member County front providing such indemnification. To the etent permitted by applicable Law, Caremark shall indemnify and heed heartless Member County, Customer and their officers, directors, employees, agents, successors, and assigns (collectively "Customer Indemnitees") for, from and against any damages, costs, or attorney's fees, actually incurred by any Customer Indemnitee, as the 10411 of a third party claim that Caremark, its officers, directors, employees, agents, successors, or assigns acted with negligence, willfully, and/or in violation of applicable standards of care, provided that the Customer kidemnitee bas acted in a manner that is consistent with this Agreement, the Consumer Card Program and applicable standards of care. However, nothing in this Agreement is to be construed as a waiver of governmental immunity as offered by the court or state law. d, Compliance with Law. Customer and Member County will comply with all Laws applicable to its prescription drug benefit plan, including without limitation insurance licensing, antitrust, comurner protection, and any other Laws that may apply. Caremark has no responsibility to advise Member County or Customer about the applicability of or compliance with any applicable Law Including, without Uniltatlon, HIPAA, the Employee Retirement Income Security Act, or the Americans with Disabilities Act. Caremark will comply with all Laws applicable to it and to the Services it provides under this Agreement. Member County and Customer have no responsibility to advise Caremark regarding its compliance with any applicable Lew, Effective as of September 8, 2005, each party certifies that it shah not violate the federal anti-kickback statute, set forth at 42 U.S.C. § 1320a-7b(b) ("Anti-Kickback Statute"), or the federal "Stark Law," sot forth at 42 § Deena ("Stark Law"), with respect to the performance of its obligations under this Agreement, Further, Caremark shall ensure that individuals meeting the definition of "Covered Persons" (es such term is defined in the Corporate integrity Agreement between the Office of Inspector General of the Dem:Mont of Health and Human Services and AdvancePCS) shall comply with Caremark's Compliance Program, including training related to the Anti-Kickback Statute and the Stark Law, In addition, Caremarles Code of Conduct and policies and procedures on the Aral.Kickback Statute and Stark Law may be accessed at llatmeheeeemememereemeatozgamadeadMa l. e, Change In Law, The parties will attempt to equitably adjust the terms of this Agreement to take into account any Change in Law or any material change in drug industry practice that materially alters the rigbts or obligations of either party under this Agreement. If the parties are unable ta agree upon an equitable adjustment within sixty days after either party notifies the other of such a Change in Law or material change in drug industry practice, this Agreement will automatically terminate. f. Limitations. In no event shall either party be liable to the other party, nor shall Caremark be liable to any Participant for any indirect, speeial, or consequential damages or lost profits, arising out of or related to performance of this Agreement or a breech of lie Agreement, even if advised of the possibility of such damages or lest profits. Caremark (end its affiliates, directors, employees, agents, successors or assigns) will not be liable for any claim which is asserted by Member County or Customer more than ninety days after Member County or Customer is or reasonably should have been aware of such claim, and will in no event be liable for any claim which is asserted more than twelve months after the event resulting in damages or loss. Caremark does not direct or exeroise any control over the professional judgment exercised by any pharmacist bt dispensing prescriptions or otherwise providing pharmaceutical related services at a Participating Pharmacy. Participating Pharmacies are independent contractors, not subcontractors or agents of Caremark, and Cucuta* shall have no liability to Member County or Customer for a claim arising out of any act or emission or any Participating Pharmacy or Its agents or employees. Caremark shall be entitled to rely on First Data Bank, Moil-Span or any other nationally available reporting service of pharmaceutical prices selected by Caremark to determine Ana for purposes of establishing the pricing provided to Customer under this Agreement. Customer acknowledges that Caremark does not establish AM), and Caremark shall have no liability to Customer arising from the use of First DataBank, Medi-Span or any other nationally available reporting service, Customer acknowledges that if the reporting source for determining Customer's AWP should not continue to support AWP, Customer shell cooperate with Caremark to negotiate the pricing hereunder to maintain the parties' respective economic position under this Agreement as of the Effective Date, 7, TERM AND TERMINATION OF AGREEMENT. a. Term. This Agreement is for all Initial term of five years from the Effective Date, through December 31, 2016 (the "Initial Term"), and will automatically continue in effect for successive one year tem thereafter, subject to the remaining provisions of this Section. b. Termination. This Agreement may be terminated as follows: a. By any party, with or without cause, at the end of the initial Term or any renewal term, by giving written notice to the others at least 60 days prior to the end of such initial Term or renewal term; b. Automatically, if the parties are unable to agree on an equitable adjustment under Section 6.e of this Agreement; e. By any party if another materially defaults in its performance of this Agreement and such default continues without cum for a period of sixty days after the terminating party provides written notice to the defaulting party specifying the nature of the default; d. By any party, at its option, If any court, or governroental or regulatory agency tulles to another party an order or finding of impairment or insolvency, or an order to cease and desist frOM writing business. The party receiving notice of an order Or finding must provide the others written notice within two business days ofrecelpt; e. By any petty if another patty; (1) makes an assignment for the benefit of creditors: (ii) has a petition fled (whether voluntary or involuntary) under Title 11 of the 'United States Code, or any other similar statute now or hereafter in effect; (iii) has a receiver, custodian, conservator, or trustee appointed with respect to all or a substantial part of its property; or (Iv) has a proceeding commenced against It which substantially impairs performance hereunder; or f. By Caremark, immediately on written notice to Member County or Customer, if (1) either fulls to comply with the provisions of Section 3.4 of this Agreement, or (ii) Caremark determines, in its sole discretion that Member County or Customer's program may not folly comply with all applicable LAW& 73 Effect of Termination and Survival. Sections 4, 5 and 6 of this Agreement, and obligations arising under this Agreement prior to the effective date of any termination, will survive termination, S. NOTICES. All notices under this Agreement must be in writing, delivered in person, sent by certified mail, delivered by air courier, or transmitted by facsimile and confirmed in writing (by air courier or certified mail) to a party at the facsimile number and address shown In this Agreement. A party may notify the other party of any changes in the Listed address or facsimile number in accordance with the provisions of this Section. All notices are effective upon receipt. Notices to Caremark must be addressed as follows: Vice President, Client Contract Services Caremark Inc. 2211 Sandell Road, NST9 Northbrook, U. 60062 Fax No.; 847-559-4302 With a copy to; Managing Counsel, Client and Account Services Caremark inc. 2211 Sanders Road, NITI9 Northbrook, IL 60062 Fax No.; 847-559-4179 Notices to Customer must be addressed as follows: National Association of Counties 25 Massachusetts Avenue, NW Suite 14$00 Washington, DC 20001 Attre Mr. Andrew Ooldschmidt, Director, Membership Marketing Fax No.: (202) 393-2630 9. MISCELLANEOUS, a, entire Agreement; Interpretation; Amendment; Counterparts. This Agreement (including exhibits, schedules, attachments, or any addendum to this Agreement) eonslitutes the eetire understanding and obligation or the parties wins respect to the Services and supersedes any prior agreements, writings, or understandings, whether oral or written. The headings in this Agreement are used only for convenience of reference and do not affect the meaning or interpretation of any provialoe. The parties may amend this Agreement only through a properly executed writing authorized by both parties. This Agreement may be executed in several counterparts, all of which taken together constitute a single agreement between the patties. b. Binding Effect; Assignment. This Agreement is binding on the parties end their respective successors and permitted assigns. None of the parties may assign this Agreement, in whole or In part, without the prior written consent of the others (which vonsent will not be unreasonably withheld); except that Caremark may assign this Agreement, in whole or in part, to 'my entity that controls, is controlled by, or is under common control with Caremark. C. Independent Contractor; Third Parties. The parties to this Agreement are independent contractors, and have no other tog& relationship under or in connection with this Agreement. No term or provision of this Agreement is for the benefit of any person who is not a petty hereto (including, without limitanoe, any Participant or broker), and no such party will have any right or cause of action hereunder. d. Waivers. My failure by a party to comply with any covenant, agreement, or condition herein or in any other agreements or instruments executed and delivered hereunder may be waived in writing by the party in whose favor such obligation or condition rims; except that failure to insist upon strict compliance with any such covenant, agreement, or condition will not operate as a waiver of; or estoppel with respect to, any subsequent or other failure. e. Severability. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, title Agreement will remain in full force and effect and will be interpreted as though such invalid or illegal provision were not a part of this Agreement. The remaining provisions will be construed to preserve the intent and purpose of this Agreement and the parties will negotiate in good faith to modify any invalidated provisions to preserve each party's anticipated benefits. f. Enforcement Cots. If any party hereto institate5 an action or proceeding to entbree any ,rights arising under this Agreement, the party prevailing in such action or proceeding will be paid all reasonable attorneys' fees and costs to enforce such rights by the other party, such fees and costs to be set by the court, not by a jury, and to be inoluded in the judgment entered in such proceeding. g. Authority. Each party represents and warrants that it has the necessary power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, h. Exclusivity. Member County end Customer hereby grant Caremark during die term of this Agreement, and any renewals hereo4 the exclusive right to provide a Consumer Card Program to Member County and Customer, This exclusive right is solely applicable to participants designated by Member County as eligible for the Member County's discount consumer card program and shall not affect any other benefits or programs provided to Participants by Member County. Member Comity and Customer further agree that, during the term of this Agreement and any renewals hereof, it will not negotiate, contreet, or agree with any thug manufacturer for the purpose of obtaining Rebates or other discounts related to Participants under this Agreement. Member County and Customer also agree to cancel any existing agreements or contracts with any drug manufacturers related to such drug Rebates or discounts as of the Effective Date of this Agreement. In the event of a breach of this Section by Member County or Customer, Caremark may terminate this Agreement. By entering into this Agreement, Customer does not endorse, and Caremark will not represent Customer's endorsement of any other programs or services which Caremark may offer to a Member County or Participant. I. Drug Classilleution and Pricing. Caremark shall use the indicators of Medi.Span Master Drug Database (Medi-Span), and their associated files, as updated regularly by Medi-Span, or another nationally available reporting service of pbaneaceutical drug information in determirthig the classification of drugs (e.g. legend vs. over the counter, brand vs. generic, single-source vs, multi-source) for purposes of this Agreement. J. Customer-Specific Programming. Upon request by the Customer for services or changes to Services that require customized programming or systems work, Caremark will estimate the time end cost for completion of such work. if Customer authorizes Caremark to perform such work, It will pay Caremark the cost of performing such work at the established programming rate, Pricing Assumptions. in addition to any pricing assumptions set forth in any pricing implementation or similar document that is executed by Customer; (a) Upon thirty (30) days prior written notice to Customer, Caremark may modify or amend the financial provisions in this Agreement in a manner which accounts for the impact of the events identified below. Such notice will include Carernark's explanation of the manner in which the modification accounts for the impact of the event: 1. Any government imposed or industry wide change that would impede Caremark's ability to provide the pricing described in this Agreement, including any prohibition or restriction on the ability to receive Rebates or discounts for pharmaceutical products; or 2. A change in any of the pricing assumptions set forth in this Agreement, including, Exhibit A. (b) Frining Benchmarks, The parties acknowledge that the pricing indices historically used by Caremark are the basis fot the financial offer of this Agreement and are outside the control of the parties, in the event First DataBank, Medl-Span or other nationally available AWP reporting source discontinues the reporting of AWP or changes the manner in which AWP is calculated prior to the Effective Date, or during the Term, then Caremark reserves the right to modify the pricing terms of this Agreement, to be effective as of the Effective Date or such later effective data of such discontinuation or change, so as to maintain the parties' relative economic positions as existed immediately before the effective date of such discontinuation in reporting or change in the calculation of AWP, as measured across all products on an aggregate basis, Such modifications may include, without limitation, the adjustment of AWP. to the methodology relied on by such reporting source prior to such modification of AWF' methodology, the adjustment of the AWP discount, or the utilization of alternate pricing benchmarks. 10. DEMITIONS. The following terms and phrases, when capitalized, have the meanings set forth below. a. "AWP" means the "average wholesale price" for a standard package size of a prescription drug from the most current pricing information provided to Caremark by First Datatiank(10, Medi-Span Prescription Pricing Guide (with supplements), or following notice to Client, any ether nationally available reporting service of pharmaceutical prices as utilized by Caremark es a pricing source for prescription drug pricing, The standard package size applicable to a mail service pharmucy shall mean one hundred (100) units (Le., pills, tablets, capsules, etc.), Unless only a smaller package size is available from the manufacturer, or the actual package size dispensed for liquids and topical treatments. The standard package size applicable to a Participating Pharmacy shall be the acted package size dispensed from a Participating Pharmacy as reported by such Participating Pharmacy to Caremark, 10 b. "Change in Law" means any (1) change in or adoption of any Law, (ii) change in the judicial or administrative interpretation of any Law, or (iii) change in the enforcement of any Law, occurring after the date Customer is implemented or the Effective Date, whichever Is earlier. e. "Claim(s)" mean those claims processed through the Caremark on-line claims adjudication system or otherwise transmitted or processed in accordance with the terms of this Agreement in connection with the Consumer Card Program. d, "Covered items" mean the prescription drug benefits for which Participants are eligible pursuant to Member County's drug benefit plan. c. "Law" means any federal, state, local or other constitution, charter, act, statute, law, ordinance, code, rule, regulation, order, specified standrds 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 Inatounentality thereof or a decree or judgment or order of a court, f. "Manufacturer" means a pharmaceutical company that has contracted with Caremark (or its affiliate or agent) to offer discounts for pharmaceutical products in connection with Caremark's Formulary Services. g. "Maximum Allowable Cost (MAC)" means the unit price that has been established by Caremark for a multi-source drug (Le,, a drug with more than two sources) included on the MAC drug list applicable to Customer, which list may be amended from time to time by Caremark in maintaining its generic pricing program. Customer acknowledges that the MAC list applicable to Client is not the same as the MAC list published by the Centers for Medicare and Medicaid Services (formerly known as the Health Care Financing Administration, or "HCFA MAC'). A copy of such MAC drug list shall be provided to Customer prior to execution of this Agreement and thereafter upon Customer's reasonable request. h, "Participant" means an individual designated by Member County as eligible for Covered Items under the terms of the Consumer Card Program. I. "Partielplating Pharmacy" means a pharmacy that has agreed to provide certain pharmacy serviees to Participants in accordance with the terms of its agreement with Caremark. A list of Participating Pharmacies can be accessed via Caremark's Internet viebsite, which is subject to change trona time to time. j, "Rebate(s)" means, for any period, all rebates, reimbursements, or other discounts received under a pharmaceutical manufacturer's discount program with respect to pharrnaeeutical products dispensed to a Participant under the Consumer Card Program for such period. it nyi_AMSAAD. `UndA mitAm -tt Date: By; Titte: Date; IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers or agents as of the data first above written, NATIONAL ASSOCIATION OF COUNTIES CARENIARKPCS HEALTH, LIR, 12 Date: CAREMARIKPCS HEALTH, L.L.C, SECOND AMENDMENT TO MANAGED PHARMACY BENEFIT SERVICES AGREEMENT CONSUMER CARD PROGRAM THIS SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT (the "Amendment") is effective beginning November l, 2014 (the 'Effective Date") among National Association of Counties ("Customer"), counties that are members of the National Association of Counties ('llimber County") and CaremarkPCS Health, L.L.C., ("Caremark"), for the purpose of delineating the terms and conditions under which Caremark will provide certain managed pharmacy benefit services to Member County and Customer. WHEREAS, the parties entered into the Agreement for the provision of Consumer Card Program services by Caremark to Customer with respect to Customer's Consumer Card plan; and WHEREAS, the parties desire to amend the Agreement to describe and clarify certain services to be provided by Caremark; NOW, THEREFORE, for good and valuable consideration the parties agree to amend the Agreement as follows; I, The tom of the Agreement, as amended, shall continue for a successive two (2) year term beginning on November 1, 2016 and expiring on December 31, 2018, subject to remaining provisions of Section 7 of the Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized offices or agents as of the date first above written, NATIONAL ASSOCIATION OF COUNTIES Date c,if 1q CAREMARKPCS HEALTH, ',LC, THIRD AMENDMENT TO THE AMENDED AND RESTATED MANAGED PHARMACY BENEFIT SERVICES AGREEMENT CONSUMER CARD PROGRAM THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED MANAGED PHARMACY BENEFIT SERVICES AGREEMENT CONSUMER CARD PROGRAM (the "Third Amendment") is effective January 1, 2017 (the "Effective Date") among National Association of Counties ("Customer"), counties that are members of the National Association of Counties ("Member County") and CaremarkPCS Health, L.L.C. ("Caremark" or "CVS/earemark"), for the purpose of delineating the terms and conditions under which CVS/caremark will provide certain managed pharmacy benefit services to Member County and Customer. WHEREAS, the parties entered into an Amended and Restated Managed Pharmacy Benefit Services Agreement, effective January 1, 2012 ("Agreement"), for the provision of Consumer Card Program services by CVSkaremark to Customer with respect to Customer's Consumer Card Program; and WHEREAS, the parties desire to amend the Agreement to describe and clarify certain Services to be provided by CVS/earemark; NOW, THEREFORE, for good and valuable consideration, the parties agree to amend the Agreement as follows: The term of the Agreement, as amended, shall continue for a successive four (4) year term beginning on January I, 2017 and expiring on December 31, 2020, subject to remaining provisions of Section 7 of the Agreement, 2. Section 8 (Notices) of the Agreement is hereby amended by deleting the Address for National Association of Counties and replacing with the following: Notices to Customer must be addressed as follows: National Association of Counties Attn: Ms. Linda Langston, Director of Strategic Relations 660 North Capitol Street, NW, Suite 400 Washington, DC 20001 Fax No, (202) 393-2630 3. Section 4(a) (Use of and Access to Information) of the Agreement is hereby deleted in its entirety and replaced with the following: 4(a) Use of Health Information and Compliance with Data Privacy Laws. In providing the Services under this Amendment, CVS/caremark and its employees and agents will have access to certain personally identifiable information concerning the Participants ("Personal Data"). For purposes of this Amendment, Personal Data means any data or information which may be used to contact, locate or identify an individual, including, but not limited to, the person's name, address, phone numbers, email address, IP address, passwords, account numbers, medical NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARKPCS HEALTH, L.L.C. record numbers, biometric identifiers, financial or healthcare information, social security number, driver license number, or any other unique identifying number, characteristic, or code. Personal Data includes "Protected Health Information" as defined in the BIPAA Rules. CVS/caremark will maintain and enforce physical, technical and administrative safety and security procedures and processes for any Personal Data that it creates, receives, maintains, stores, transmits, shares, uses, discloses, or to which it has access, in connection with the subject matter of this Amendment consistent with industry standards and applicable international, federal, state and local data privacy and security laws ("Data Privacy Laws"). The Data Privacy Laws include, but are not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended ("H1PAA"); the Health Information Technology for Economic and Clinical Health Act, as amended ("HITECH"); regulations related to privacy, security, enforcement and breach notification promulgated thereunder, including without limitation, the Standards for Privacy of Individually Identifiable Health Information, Security Standards for the Protection of Electronic Protected Health Information, Breach Notification Rule, and the Enforcement Rule (collectively, the "HIPAA Rules") and the data security breach notification laws of the various states of the United States. Claims, as well as eligibility information which is deidentified in accordance with EILPAA and other applicable law, and which is not identifiable on a Customer or Plan Participant basis, may be used, disclosed, reproduced, adapted or sold by CVS/caremark. Such deidentified data may be provided to nationally recognized data integration firms to support appropriate administration of CVS/caremark's drug management programs. This benchmarking data enables CVS/caremark to compare against other drug population sets and improve programs and Services for clients. Upon the parties' mutual agreement, CVS/caremark shall provide such deidentified aggregated benchmarking data to Customer in a format which allows Customer to understand profiles of average users of Customer's Consumer Card Program per Member County, 4. Exhibit 13 (Managed Pharmacy Benefit Services Agreement for Member County), attached to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit B. 5. Except as specifically amended by this Third Amendment, the Agreement shall remain unchanged and in fall force and effect, In the event of any conflict between the Agreement and this Third Amendment, this Amendment shall control. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARICPCS HEALTH, L.L.C. IN WITNESS WIIEREOF, the parties have caused this Third Amendment to be executed by their respective duly authorized officers or agents as of the date first above written. NATIONAL ASSOCIATION OF COUNTIES By: Title: i-ye cuivei b(crker Date: roor) Title: ikoll7 It Date: ID - ri NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARKPCS HEALTH, L.L.C. EXHIBIT A EXHIBIT A National Association of Counties Effeetiva January 1, 2011 Subject to the terms and conditions of this Agreement, Program Participants utilizing the Program shall receive from the Partieipating Phamiacies the discounts set forth below. Customer Specific Programming or additional services not Identified herein will be quoted upon Customer request, Program Participants will recciva an average 22% discount on their prescription drug transactions when prescriptions are purchased at a Participating retail pharmacy, a Caremark Mail or a Caremark Specialtyax pharmacy as compared to the pharmacy's aggregate usual and customary price (the cash paying customer price), Program Participants will not pay more for a proscription drug transaction by using the Program. There will be prescription drag transactions under Ws program that will be priced at the pharmacy's usual and customary price when that price is equal to or more favorable to their contractual discount rate with Caremark. Prices may vary in certain areas for reasons such as local legal requirements, geographic location, specialized manufacturer processes, limited availability, extraordinary; shipping requirements or other factors beyond Caremark's control. Participating Pharmacies shall collect from the Program Participant all applicable taxes for covered items, and Caremark is not liable for the payment of applicable taxes. Caremark does not guarantee Participant savings ., the estimate set forth above is based upon anticipated pharmacy network performance. All claims may be aggregated for purposes of determining the actual average discount rate. Actual discount rates may vary by drug, Participating Pharmacy, Caremark Mail Pharmacy and Caremark SpecialtyRx Pharmacy. Certain retail, mail, and Specialty claims may be excluded from these rates, including but not limited to Claims for select Injectable drugs and select oral drugs that are bio-technical in nature, compound drugs, end those requiring special handling. EXHIBIT B EXHIBIT B CAREMARKPCS HEALTH, L.L.C. NATIONAL ASSOCIATION OF COUNTIES MANAGED PHARMACY BENEFIT SERVICES AGREEMENT FOR MEMBER COUNTY This Managed Pharmacy Benefit Services Agreement for Member County effective (the "Effective Date") is entered into by and between CaremarkPCS Health, L.L.C. ("Caremark" or "CVS/caremark") and ("Member County"). Reference is hereby made to the Amended and Restated Managed Pharmacy Benefit Services Agreement Consumer Card Program dated as of January 1, 2012 (the "Agreement") among National Association of Counties ("Customer"), Member County, and CVS/caremark under which Customer has engaged CVS/caremark to provide services to prescription drug plans for Customer and its Member Counties ("Services"). MEMBER COUNTY does hereby agree to be bound by, and to assume and perform, each and all of the terms, covenants and conditions of the Agreement as Member County (as defined in the Agreement) in the same manner and to the same extent as if it were a party thereto. Member County acknowledges and agrees that Customer and CVS/earemark may amend all or any portion of the Agreement, and Member County hereby agrees to be bound by any such amendment, except with respect to Term. The Term of Services for Member County shall begin on the Effective Date above and, so long as the Agreement is in effect, shall continue for a period of three (3) years ("Initial Member County Term"), unless written notice of termination is received by CVS/caremark no later than thirty (30) days after the Effective Date. If notice of termination is received within thirty (30) days of the Effective Date, termination will take effect thirty (30) days after receipt of notice. The Term of Service shall thereafter automatically renew, so long as the Agreement is in effect, for successive one (1)-year terms, unless Member County notifies CVS/caremark and Customer of Member County's intent not to renew at least sixty (60) days prior to the end of the Initial Member County Term, or any renewal Term. Customer shall give Member County reasonable notice prior to the effective date of any non-Term amendment between Customer and CVS/caremark. If such non-Term amendment is adverse to Member County or its Participants, Member County may, within ninety (90) days of receiving such notice from Customer, terminate its participation in the Agreement by giving prior written notice to Customer and CVS/caremark. Customer and CVS/caremark, by their signatures hereto, accept and agree to Member County's participation with the Agreement under the terms and conditions of the Agreement. By signing this Managed Pharmacy Benefit Services Agreement for Member County, Member County acknowledges and agrees that the terms of the Agreement have been completely read, fully understood and voluntarily accepted and further agrees to be bound thereby. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARKPCS HEALTH, L.L.C. NATIONAL ASSOCIATION OF COUNTIES CAREMARKPCS HEALTH, L.L.C. By: By: Matt Chase Title: Executive Director Date: Title: Date: MEMBER COUNTY: County Name By: Title: Date: 28979646_11i.DOC NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARICPCS HEALTH, L.L.C. EIDER ! With respect to County's participation in the Consumer Card Program, the Parties intend and agree to revise the terms of the Agreement as follows: 1 The following Is added as a new Section lac of the Agreement: Marketing Reimbursement Fee. As consideration for the Consumer Card Program information that Merriber'County provides to County residents, Caremark shall pay to Member County a Marketing Reimbursement Pee of one dollar ($1.00) for each retail Claim processed by Caremark during the term of this Agreement on which a transaction fee is collected by the Participating Pharmacy. If the Member County Agreement is signed by all parties between the first and fifteenth days of the month, then the effective date for the Member County to begin receiving Marketing Reimbursement Fees is the first day of the month following the signing date. If the Member County Agreement is signed by all parties between the sixteenth and last days of any month, then the effective date for the Member County to begin receiving Marketing Reimbursement Fees is no later than the first day of the second month following the signing date. In either instance, the first Marketing Reimbursement Fee payment to Member County is due and payable no later than 60 days following the end of the first calendar quarter following the effective date. Marketing Reimbursement Fee cheeks shall be accompanied by a summary report prepared by Caremark setting forth the calculation of the Marketing Reimbursement Fees. It is the intention of the Parties that this fee shall constitute and shall be treated by Member County as a fair market value payment for specified marketing services. Accepted and Agreed: MEMBER COUNTY: (County Name] By: Title: Date: commissioner Thomas Middleton, tistrict #4 Chairperson, Finance Committee FISCAL NOTE (MISC . #17327) December 7, 2017 BY: Commissioner Thomas Middiewn, Chairperson, Finance Committee IN RE: BOARD OF COMMISSIONERS — AUTHORIZATION TO PROCEED WITH THE NATIONAL ASSOCIATION OF COUNTIES LIVE HEALTHY DISCOUNT PRESCRIPTION DRUG, DENTAL AND HEALTH PROGRAM CONTRACT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The resolution authorizes Oakland County's Corporation Counsel and Purchasing Division to negotiate and draft a contract, with the National Association of Counties (NACo)/CaremarkPCS Health LLC, for their Healthy Living Program, including the prescription, dental and health programs. 2. This change is primarily a result of the previous vendor, National Benefit Counseling, Inc.,(NBC Inc.), formerly known as Benefit Control Methods (BCM), being purchased by another firm and no longer being able to honor the discounts in the subscription savings plan, thus suspending the Oakland County Discount Dental Program. 3. Due to a lack of a discount dental plan, the Board of Commissioner requested the Oakland County Health Department to review all available discount programs. After a thorough review, it was recommended that NACo Live Healthy Program offered the best comprehensive solution to improve Oakland County residents' access to health care services. 4, Upon completion of the contract, the Board of Commissioners authorizes staff to notify Oakland County's current discount prescription drug program partner, Coast2Coast Rx, of its intention to terminate the current contract. 5. A budget amendment is not required at this time. FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Resolution #17327 December 7, 2017 Moved by KowaII supported by Jackson the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Fleming, Gershenson, Gingell, Hoffman, Jackson, KowaII, Long, McGillivray, Middleton, Quarles, Tietz, VVelpert, Woodward, Zack, Berman, Crawford. (17) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). 7') ( I ) GERALD D. POISSON CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45559/47) STATE OF MICHIGAN) COUNTY OF OAKLAND) I. Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on December 7, 2017, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 71" day of December, 2017. Lisa Brown, Oakland County