HomeMy WebLinkAboutResolutions - 2021.03.11 - 34229MISCELLANEOUS RESOLUTION. #21073 March 11, 2021
BY: Commissioner Kristen Nelson, Chairperson, Legislative Affairs and Government Operations Committee
IN RE: BOARD OF COMMISSIONERS - AUTHORIZATION FOR CONTINUATION OF THE NATIONAL
ASSOCIATION OF COUNTIES LIVE HEALTHY DISCOUNT PRESCRIPTION DRUG, DENTAL AND
HEALTH PROGRAM AGREEMENT
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 and in Oakland County, and the Board of
Commissioners has established discount health program partnerships; and
WHEREAS the Board of Commissioners has been in partnerships since 2006 to provide discount
prescription drug programs and/or reductions in health care costs for Oakland County residents; and
WHEREAS these partnerships have the benefit of providing substantial reductions in health care costs for
Oakland County 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 the discount prescription drug programs come at no cost to Oakland County or
its residents; and
WHEREAS the Purchasing Department and Corporation Counsel have reviewed and/or prepared the
necessary documents related to the attached agreement and recommend its approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
and authorizes the attached agreement between Oakland County and the National Association of
Counties/CaremarkPCS Health LLC for the continuation of their Healthy Living Program, including the
prescription, dental and health programs through 12/3112021.
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.
BE IT FURTHER RESOLVED a budget amendment is not required.
Chairperson, on behalf of the Legislative Affairs and Government Operations Committee, I move the
adoption of the foregoing resolution.
Commissioner Kristen Nelson, District #5
Chairperson, Legislative Affairs and
Government Operations Committee
LEGISLATIVE AFFAIRS AND GOVERNMENT OPERATIONS COMMITTEE VOTE:
Motion carried on a roll call vote with Kochenderfer absent.
CAREMARKPCS HEALTH, L.L.C.
NATIONAL ASSOCIATION OF COUNTIES
MANAGED PHARMACY BENEFIT SERVICES AGREEMENT
FOR MEMBER COUNTY RECEIVING REMITTANCE
This Managed Pharmacy Benefit Services Agreement for Member County receiving Remittance (the
"Remittance Member County Agreement") effective _,20_ (the "Effective Date") is entered into by
and between CaremarkPCS Health, L.L.C. ("CVS Caremark") and Oakland County ("Remittance
Member County"). Reference is hereby made tothe Managed Pharmacy Benefit Services Agreement
Consumer Card Program dated as ofJanuary 1, 2020 (the "Agreement") among National Association
of Counties ("NACo") and CVS Caremark under which Customer has engaged CVS Caremark to
provide pharmacy benefit services ("Services") to Customer, its member counties (including the
Remittance Member County), and any individual resident in the Remittance Member County eligible
for such services ("Participants") under the terms of the Pharmacy Benefit Consumer Card Program,
which is a part of NACo's Live Healthy Discount Program (the "Program") .
REMITTANCE MEMBER COUNTY does hereby agree to be bound by, and to assume and perform, each
and all of the terms, covenants and conditions outlined below as Remittance Member County. Remittance
Member County acknowledges and agrees that Customer and CVS Caremark may arnend all or any portion
of the Agreement, and Remittance Member County hereby agrees to be bound by any such amendment, except
with respect to term. The term of the Remittance Member County Agreement shall begin on the effective date
above and shall continue until the earlier of (i) the date of termination of the Agreement between NACo and
CVS Caremark or (ii) the second anniversary of the Effective Date ("Initial Member County Term"). The
term shall thereafter automatically renew, so long as the Agreement is in effect, for successive one-year terms,
unless Remittance Member County notifies CVS Caremark and Customer of Remittance 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. The Remittance Member County Agreement shall automatically expire upon termination of the
Agreement.
1. Provided Services.
a. CVS Caremark agrees to provide Participants with Services and other services available through
other agreements between CVS Caremark and NACo.
b. CVS Caremark will provide marketing materials necessary to promote the Program to the
Participants.
i, Remittance Member County will work with CVS Caremark and NACo to determine
marketing resources needed to promote the Program.
ii, CVS Caremark will provide printed materials needed for Participants. If the number of
requested materials is reasonably determined by the Remittance Member County to be
unreasonable, NACo will work with CVS Caremark to determine an agreeable amount to
produce.
c. CVS Caremark will provide a toll -free number for Participants to call with questions about the
Program.
d. CVS Caremark will provide identification cards for Participants to use in connection with the
Program.
e. CVS Caremark may provide to Participants mail order pharmacy services through its mail order
pharmacy facilities.
i. CVS Caremark will not be liable for delays in delivery due to conditions outside of their
control.
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NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAI.,
PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARKPCS HEALTH, L.L.C.
L CVS Caremark and NACo will provide Remittance Member County with monthly management
reports of Program utilization in the Remittance Member County.
2. Requirements for Remittance Member County
a. By signing this agreement, Remittance Member County agrees to only distribute marketing
materials and resources provided or approved by CVS Caremark and NACo.
i. Remittance Member Counties using unapproved materials will receive a notice from
CVS Caremark or Customer. Continued use of unapproved materials after 90 days of
notice will disqualify Remittance Member County from receiving the Remittance.
Remittance Member Counties using unapproved materials may also have their
participation terminated from the Program.
b. Customer and Remittance Member County will comply with all Laws applicable to the Program,
including without limitation, insurance licensing, antitrust, consumer protection, and any other
Laws that may apply. CVS Caremark has no responsibility to advise Remittance Member County
or Customer about the applicability of or compliance with any applicable Law including, without
limitation, the Health Insurance Portability and Accountability Act, the Employee Retirement
Income Security Act, or the Americans with Disabilities Act.
c. Remittance Member Counties shall indemnify and hold harmless CVS Caremark and its officers,
directors, employees, agents, successors, and assigns ("CVS Caremark Indemnitees") for, from
and against any damages, costs, or attorney's fees, actually incurred by CVS Caremark or a CVS
Caremark Indemnitee, as the result of a third party claim that Remittance Member County, its
officers, directors, employees, agents, successors, or assigns acted with negligence, willfully,
and/or in violation of applicable standards of care, provided that the CVS Caremark Indemnitee
has acted in a manner that is consistent with this Agreement, the Program and applicable standards
of care.
i. To the extent permitted by applicable Law, CVS Caremark shall indemnify and hold
harmless Remittance Member County for, from and against any damages, costs, or
attorney's fees, actually incurred by any Customer Indemnitee, as the result of a third
party claim that CVS 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 Indemnitee has acted in a manner that is consistent with
this Agreement, the Program and applicable standards of care.
ii. However, nothing in this Agreement is to be construed as a waiver of governmental
immunity as offered by Law.
d. Remittance Member County agrees to give CVS Caremark the exclusive right to provide a
Program to Participants. Remittance Member County agrees that, during the term of this
Agreement and any renewals hereof, it will not negotiate, contract, or agree with any drug
manufacturer for the purpose of obtaining Rebates or other discounts related to Participants under
this Agreement.
i. Remittance Member County and Customer also agree to cancel any existingagreements
or contracts with any drug manufacturers related to such drug Rebates or discounts as of
the Effective Date of this Agreement.
ii. In the event of a breach of the exclusivity clause, Remittance Member County's
participation in the Remittance will be cancelled and its participation may continue
without the Remittance.
3. Remittance. CVS Caremark shall pay to Remittance Member County a Remittance of one dollar ($1.00)
for each retail Claim processed by CVS Caremark during the tern of this Agreement on which a
transaction fee is collected by the Participating Pharmacy.
a. If the Remittance Member County Agreement is signed by all parties between the first and
fifteenth days of the month, then the effective date for the Remittance Member County to begin
receiving a Remittance is the first day of the month following the effective date. If the Remittance
Member County Agreement is signed by all parties between the sixteenth and last
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NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,
PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARI&CS HEALTH, L.L.C.
days of any month, then the effective date for the Remittance Member County to begin receiving
a Remittance is no later than the first day of the second month following the effective date.
b. In either instance, the first Remittance payment to Remittance Member County is due and payable
no later than 60 days following the end of the first calendar quarter following the effective date.
e. Remittance checks shall be accompanied by a summary report prepared by CVS Caremark setting
forth the calculation of the Remittance. It is the intention of the Parties that this Remittance shall
constitute and shall be treated by Remittance Member County as a fair market value payment for
its contribution to the performance of this Agreement.
4. NACo shall give Remittance Member County reasonable notice prior to the effective date of any non -
Term amendment to the Agreement.
a. If such non -Term amendment is adverse to Remittance Member County or its Participants,
Remittance Member County may, within ninety (90) days of receiving such notice from
Customer, terminate this Remittance Member County Agreement by giving prior written notice
to Customer and CVS Caremark.
Customer and CVS Caremark, by their signatures hereto, accept and agree to Remittance Member County's
participation in the Program under the terms and conditions of the Agreement. By signing this Remittance
Member County Agreement, Remittance 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.
NATIONAL ASSOCIATION OF COUNTIES CAREMARKPCS HEALTH, LLC.
Signature Signature
Name (Print) Name (Print)
Title: Title:
Date: Date:
REMITTANCE MEMBER COUNTY:
Oakland County
[County Name]
Signature: David T. Woodward
David T. Woodward
Name (Print)
Title: Chairman — Board of Commissioners
Date:
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NOT FOR DISTRIBUTION. THE 1NFORNIATION CONTAINED HEREIN IS CONFIDENTIAL,
PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARKPCS HEALTH, L.L.C.
NACo RIDER 1
Oakland County, MI
With respect to Member County's participation in the Consumer Card Program, the Parties intend and agree
to revise the terms of the Agreement as follows:
1. Section 2. c. shall be modified for Oakland County as follow:
a. To the extent permitted by applicable law Remittance Member County shall indemnify and
hold harmless CVS Caremark and its officers, directors, employees, agents, successors, and
assigns ("CVS Caremark Indemnitees") for, from and against any damages, costs, or
attorney's fees, actually incurred by CVS Caremark or a CVS Caremark Indemnitee, as the
result of a third party claim that Remittance Member County, its officers, directors,
employees, agents, successors, or assigns acted with negligence, willfully, and/or in
violation of applicable standards of care, provided that the CVS Caremark Indemnitee has
acted in a manner that is consistent with this Agreement, the Program and applicable
standards of care.
i. To the extent permitted by applicable Law, CVS Caremark shall indemnify and hold
harmless Remittance Member County for, from and against any damages, costs, or
attorney's fees, actually incurred by any Customer Indemnitee, as the result of a third
party claim that CVS 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 Indemnitee has acted in a
manner that is consistent with this Agreement, the Program and applicable standards
of care.
ii. However, nothing in this Agreement is to be construed as a waiver of governmental
immunity as offered by Law.
Accepted and Agreed:
OAKLAND COUNTY, MI
Signature:
Name (print): David T. Woodward
Title: Chairman — Board of Commissioners
Date:
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NOT FOR DISTRIBUTION. TAE INFORNIATION CONTAINED REREIN IS CONFIDENTIAL,
PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARKPCS HEALTH, L.L.C.
Resolution #21073
March 11, 2021
Moved by Gingell seconded by Gershenson the resolutions on the Consent Agenda be adopted.
Discussion followed.
Vote on Consent Agenda:
AYES: Charles, Gershenson, Gingell, Hoffman, Jackson, Joliet, Kowall, Kuhn, Long, Luebs,
Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted.
Moved by Spisz seconded by Weipert to amend MR #21064, MR #21065, MR #21066 and MR #21067 as
follows:
Add all Commissioners as co-sponsors of these resolutions.
A sufficient majority having voted in favor the amendment carried.
I HEREBY APPROVETHIS RESOLUTIO?r
CHIEF DEPUTY COUNTY E�tE.C;tI �-i' L,
ACTING PURSUANT TO MCC 45,5611 t'
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 March 11, 2021,
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 Circuit Court at Pontiac,
Michigan this 111h day of March, 2021.
Lisa Brown, Oakland County