HomeMy WebLinkAboutMitchell International, Inc. - 2021-11-01 PROFESSIONAL SERVICES CONTRACT
BETWEENTHE CITY OF IIUNTINGTON BEACH
AND
MI TCHELL INTERNATIONAL, INC.
FOR
PHARMACY BENEFIT MANAGEMENT
THIS AGREEMENT' ("Agreement") is tnnde and entered into by and between the City
of Huntington Beach, it municipal corporation of the Slate of California, hereinafter referred to
as "CITY", and Mitchell International, Inc. hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide Workers'
Compensation Pharmacy Benefit Management services; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional
service contracts have becn complied with; and
CONSUINANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
I. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. 'These services shall
sometimes hereinafter be rcfcl rnd to as the "PROJECT."
CONSULTANT hereby designates Jeff Pirino who shall represent it and be its sole
contact and agent in all consultations with CITY during the performance of this Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
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3. TI:iRM; TIME OF PGRFORMANCI.
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on November 1, 2021 (the "Commencement Dale"). This Agreement shall
automatically terminate three (3) years from the Commencement Date, unless extended or sooner
terminated as provided herein. All tasks specified in Exhibit "A.l" shall be completed no later
than 3 years from the Commencement Date. The time for performance of the tasks identified in
Exhibit "A.1" are generally to be shown in Exhibit "A.l" This schedule may be amended to
benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date, CONSULTANT
shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees to
pay CONSULTANT at the rates specified in Exhibit "13.1," which is attached hereto and
incorporated by reference into this Agreement, the fee for dispense fees will not to exceed Forty
Eight Thousand Dollars ($48,000.00)
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A.V or
changes in the scope of services described in Exhibit "A.1," CONSULTANT will undeI iake
such work only after receiving written authorization from CITY. Additional compensation for
such extrawork shall be allowed only if the prior written approval of CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the telms of Exhibit "13.1"
7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS
21-1014412e6453
CONSULTANT agrees that title to all materials prepared hereunder,
including, without limitation, all original drawings, designs, reports, both field and office
notices, calculations, computer code, language, data or programs, maps, memoranda, letters and
other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to
CITY upon expiration or teI urination of this Agreement or upon PROJECT completion,
whichever shall occur first. These materials may be used by CITY as it secs lit.
8. HOLD HARMLESS
(a) CONS U LTA RT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any
kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) uegligeal (or alleged negligent) perfolutance of this Agreement or its
failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its
officers, agents or employees except such loss or damage which was caused by the sole negligence
or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and
expense and CCTV shall approve selection of CONSULTANT's counsel. This indemnity shall
apply to all claims and liability regardless of whether any insurance policies arc applicable. The
policy limits do riot act as limitation upon the amount of indemnification to be provided by
CONSUL;'ANT.
(b) Exclusion of llamagcs. Notwithstanding any term of this Agreement, in ❑o event will
either Party be liable to the other Party for special, indirect, incidental, exemplary, consequential
(including but nol limited to loss of profits) or punitive damages arising from the relationship of the
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Parties or the conduct of business under this Agreement, even if the responsible Party has been
advised of in advance or has foreseen the possibility of such damages.
(c) CONSULTANT is Not an Insurer or Healthcare Provider. CONSULTANT PBM
Services are intended as an aid to, and not a substitute for, the knowledge, expertise, skill and
judgment of prescribers, pharmacies, or other healthcare professionals. Pharmacies, prescribers,
other healthcare professionals, and CITY's employees are individually responsible for acting or not
acting upon information generated and transmitted by CONSULTANT, and CONSULTANT does
not control or intervene in the healthcare of Claimants, Plan decisions, or actions taken by
pharmacies, Prescribers, other healthcare professionals, CITY, or Claimants, and CONSULI'ANf
is not responsible therefor. CONSUL'TANT's PBM Services are intended to assist CITY is their
decision-making process, including any CITY decisions made with respect to coverage and
benefitsrelated to such coverage for Claimants. However, CITY shall be solely responsible for
coverage and benefit related decisions made for Claimants, and CONSULTANT shall have no
liability or responsibility for CITY's use of information provided by CONSULTANT and used
in CITY's coverage based decisions for Claimants.
(d) Excluded Liabilities. Notwithstanding any other provision of this Agreement, in no
event will either Party ("a Party") have any liability to the other Party ("Other Party") if the
Other Parry has not directly caused such liability by breaching this Agreement or for damages
and expenses of any kind arising from any of the following: (i) the Other Party's negligence or
failure to perform its obligations in this Agreement or abide by Laws; (ii) changes or instructions
� made or directed by the Other Party; (vi) medical, scientific, business, or plan judgments made
as a result of services provided by the Other Party or as a result of or after consultation with
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Other Party's staff; (vii) stopping payment of stale checks, complying with the instructions of
the Other Party with respect to the issuance and handling of checks, and any bank's issuance
and handling of checks; (viii) the unauthorized interruption, corruption, use of, or access
through the Internet of the Other Party; (ix) the professional judgment exercised by a
pharmacist in dispensing prescriptions or otherwise providing related pharmaceutical services
at pharmacies or the failure of Prescribers and other healthcare providers to act in accordance
with Laws and applicable professional standards; (x) it' ihcOther Patty requests the Party to
exercise discretion on its behalf, exercising such discretion, except to the extent the Party has
failed to use reasonable care with respect to the exercise of such discretion.
(e) LIABILITTY LIMITATION. Each party's total aggregate cumulative liability
during the term will not exceed the amount paid by city colder this agreement for pbm revenue
during the twelve (12) month period preceding the clainl(s) that gave rise to such liability.
"pbnl revenue" is defined as the amount city pays consultant less the amounts consultant pays to
the pharmacies.
9. PROFESSIONAL LIABILITY INSURANCE
CONSUL:I'ANT shall maintain a professional liability insurance policy covering the
work performed by it hereunder. 'Phis policy shall provide coverage for CONSUL,TANT's
Professional liability in all amount not less than 011e Mlllloll Dollars ($1,000,000.00) per occurrence
and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention
without the express written consent of CITY; however till insurance policy deductible of
Ten 'Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable
if the policy fulther provides that:
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A. The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
E. CONSULTANT shall notify CITY of circumstances or incidents that might
give rise to future claims.
If CONSULTANT fails or refuses to produce or maintain the insurance required by
this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
forthwith terminate this Agreement. Such lelmination shall not effect Consultant's right to be paid
for its time and materials expended prior to notification of termination. CONSULTANT waives the
right to receive compensation and agrees to indemnify the CITY for any work performed prior to
approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSUIXANI' shall
furnish to CITY a certificate of insurance subject to approval of(lie City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. stale that the policy is currently in force;and
C. shall promise that such policy shall not be suspended, voided or canceled by
either party, reduced ill coverage ar in limits cxccpt after thirty (30) days'
prior written notice; however, ten (10) days' prior written notice in the event
of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
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work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
From CONSULTANI's defense, hold harmless and indemnification obligations as set folth in this
Agreement. CITY or its representative shall at all times have the right to demand the original or a
copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the
premiums on the insurance hcrcinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all limes in the performance of this
Agreement as an incicpcndotit contractor herein and not as an employee of CITY. CONSULTANT
shall secure at its own cost and expense, and be responsible for any and all payment of all taxes,
social security, state disability insurance compensation, unemployment compensation and other
payroll deductions for CONSULTANT and its officers, agents and employees and all business
licenses,if any, in connection with the PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREL'•MENT
All work required hereunder shall be performed in it good and workmanlike manner.
Following 12 months a(ier the Commencement Date, CITY may terminate CONSULTANI's
services hereunder at any time with or without cause, and whether or not the PROJECT is fully
complete. Any termination of this Agreement by CITY shall be made in writing, notice of which
shall he delivered to CONSULTANT as provided herein. 11,the event of termination, all finished
and unfinished documents, exhibits, report, and evidence shall, at the option of CITY,
become itspropel ty and shall be promptly delivered to it by CONSULTANT.
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13. ASSIGNMENT AND DFI EUATION
This Agreement is a personal service contract and the work hereunder shall
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not be assigned, delegated or subcontracted by CONSULTANT to any other person or
entity without the prior express written consent of CITY unless where all assignment
results from a change in control of all or substantially all of the controlling ownership interest
of CONSULTANT. If an assignment, delegation or subcontract is approved, all approved
assignees, delegates and subconsultants must
satisfy the insurance requirements as set forth in Sections 9 and 10 hercinabove.
14. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY
employee in the work performed pursuant to this Agreement. No officer or employee of
CITY shall have any financial interest in this Agreement in violation of the applicable
provisions of the California Government Code.
15. NOTICES
Any notices, certificates, or other conununicntioils hereunder shall be given
either by personal delivery to CONSUL;TANT's agent (as designated in Section 1
hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a
sealed envelope, postage prepaid, and depositing the same in the United States Postal
Service, to the addresses specified below. CITY and CONSULTANT may designate different
addresses to which subsequent notices, certificates or other communications will be sent by
notifying the other patty via personal delivery, a reputable overnight carrier or U. S. certified
mail-return receipt requested:
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TO CITY: TO CONSULTANT:
City of Huntington Bench Mitchell International, Inc.
Ann: Risk Management Attn: Legal Department
2000 Main Street 6220 Greenwich Drive
Huntington Beach, CA 92648 San Diego, CA 92202
16. CONSENT.
When CrrY's consent/approval Is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consenl/upproval to
any subsequent occurrence of the same or any other transaction or event.
17. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless in
writing and duly executed by both parties.
18. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrasesat the beginning of the vatrious sections in this Agreement are merely descriptive and
are included solely for convenience of reference only and are not representative of mutters
included or excluded from such provisions, and do not interpret, define, limit or describe, or
construe the intent of thepartics or affect the construction or interpretation of any provision of this
Agreement.
19. INTERPRETATION OF 'rlilS AGREEMENT
The language of all parties of this Agreement shall in all cases be construed as a
whole, according to its fair inclining, and not strictly for or against flay of the parties. If' any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, Illegal or invalid; such holding shall not invalidate or affect the remaining
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I
covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent
upon any other unless so expressly provided here. As used in (his Agreement, the masculine or
neuter gender and singular- or plural number shall be deemed to include the other whenever the
context so indicates or requires. Nothing contained herein shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict between any provision
contained herein and any present or future statute, law, ordinance or regulation contrary to which
the parties have no right to contract then the latter shall prevail, and the provision of this
Agreement, which i s hereby affected, shall be emailed and limited only to the extent
necessary tobring it within the requirements of the law.
20. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the
date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed
an original instrument as against any party who has signed it.
21. IMMIGRATION
CONS[JL"PANT shall be responsible for fill compliance with the immigration and
I
naturalization laws of the United States and shall, in particular, comply with the provisions of the
United States Code regardingemploymeut verification.
22. LEGAL SERVICES SUBCONTRACTING PROI IIBITED
CONSUUI'ANI' and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside the
scope of services contemplated hereunder. CONSUIXANT understands that pursuant to
11unlinglon Bench Chy Chaner Section 309, the City Attorney is the exclusive legal counsel for
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CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
23. A17ORNEY'S PEES
in the event suit is brought by either party to construe, interpret an(Vor enforce the
terms and/or provisions of this Agreement or to secure the performance hereof,each party shall bear
its own nuorney's Pecs, such that the prevailing patty shnll not be entitled to recover its attorney's
fees from the nonprevailing party.
24. SURVIVAL
Terms arid conditions of this Agreement, which by their scuse and context
survive the expiration or termination of this Agreement, shall so survive.
25. GOVERNING LAW
'this Agreement shall be governed and construed in accordance with the laws of
the State of California.
26, SIGNATORIES
Each undersigned represents and warrants (hat its signature he•einbelow has the
power, authority and right to bind their respective parties to cacti of the terms of (his
Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in (he event
that such authority or power is not, in fact, lield by the signatory or is withdrawn.
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27. ENTIRETY
iThe parties acknowledge and agree (lint they are entering into this Agreement
freely and voluntarily following extensive runn's length negotiation, and that each has had the
oppoI lunityto consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
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warranties, oral or othelwise, have been made by that party or anyone acting oil that party's
behalf, which are not embodied in this Agreement, and that that pruly has not executed (his
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact
or circumstance not expressly set folih in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject mailer of this
Agrecment, and supersede all prior understandings andagreements whether oral or in writing
between the parties respecting the subject matter hereof.
28. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Council.
This Agreement shall expire when terminated as provided herein.
IN WI I NESS WHEREOF, the parties hereto have caused this Agreement to be executed
byand through their authorized officers.
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CONSULTANT, CITY OF HUNTING I'ON BEACH,
MITCHELL INTERNATIONAL,INC. a municipal corporation of the State of
Cal' is
�--�, C -
v 1TL- 1 —O 1� '�� City Manager
print mmme � �--� INITIATED AND APPROVED:
(chyle one) Chairman/President 19 A ,,,�^
Presi ��JJ ( Y I 1Gf'
Director of Administrative Services
AND
APPROVED AS M:
By:_
4 t, L- 13 ily Mornay �((�
print name
ITS: circle one) Secretary/ ief Financial to
Asst. Secretary-Treasurer
RECEIVE AND FILE*
City Clerk
Date
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A. S'rA'ITIMFNT OF WORK: (Narrative of work to be performed)
Iteduce the total costs of Workers' Compensation pharmacy benefits through a combination of
roles based technology,clinical expertise, fee schedules, M"1'tJS guidelines,California Formulary through
the integration of bill review and utilization review services.
B. CONSl1LTANT'S DUTIES AND RESPONSIBILITIES:
CONSULTANT'S duties and responsibilities shall follow provisions specified in the City of
luntinglon Beach Scope of Work shown in Exhibit A I. Detailed services shall include but is not limited
to the Scope of work in Exhibit A.I.
C. CITY'S DITTIES AND RESPONSIBILITIES:
City shall collaborate with CONS Lit TANr to promote compliance with Scope of Work
requirements; foster a high level of communication,trust,nnnsparency,and commitment, which is
imperative to the success of the program.
D. WORK PROGRAM/PROJECT SCHEDULE:
Work program is required per the Scope of Services as requested by the CITY.
' I
L:xhibit A
EXHIBIT A.I
PHARMACY BENEPI'I'MANAGEMI:N'I'SI'.ItVICES
1. Obligations of CONSULTANT,
(n) Retail Participating Pharmacy Network
0) National Network. CONSUUI'AN"I'will provide a national network of
Participating Iharmacies (`MITCI ILIA, NATIONAL NETWORK") to provide
Covered Prescription Drug Services to Eligible Claimants.
(il) Participation Requirements. CONSULTANT will require each
Participating Pharmacy to meet CONSULTANT'S participation requirements,
including licensure, insurance and provider agreement acquirements.
(1tt) Customer Service for Participating,Phamtncies and Provider Inquiries.
CONSULTANT will provide a call center telephone line available to all
Participating Pharmacies with service hours between 5:00 A.M. and 8:00 P.M.
Pacific time. PRO CARE RX has 24-hour answering service for any escalated
Issues.
(b) Claims Processing.
0) Claims Processing Services. CONSUL PANT shall provide claims
processing services for prescriptions dispensed on or after(he Activntion Date.
CONSUL;PANT will process Claims received from Participating Pharmacies and Eligible
Claimants,determine whether such Claims qunlify for reimbursement in accordance with
the terms of the Plan Design Document,and determine the payment applicable to the
Claim. CONSULTANT will process Claims within the National Council for Prescription
Drug Program("NCPDP")standard adopted under ilae Llenith Insurance Portability and
Accountnbilily Act of 1996("HIPAA") Regulations for Electrnnic Transactions. Upon
termination of this Exhibit,CONSULTANI'shall be solely responsible to process only
those Claims Ihnt are for prescriptions dispensed before the termination date and received
by CONSUUFANT from Participating Pharmacies no later than thirty(30)days after the
termination date.
(ii) Claims from Participating Pharmacies. 'file following services will be
provided upon receipt of a Claim:
(n) Verification that the individual for whom the prescription has been
provided is an Eligible Claimant; and
(b) Verification that the medication dispensed is covered under the
Plat Design Document; and
(c) If applicable, verification that the prescribing person is authorized
under the Plan Design Document; and
(d) Concurrent on-line drug utilization review("DUR") for all Claims
submitted through point of sale. DUR is intended to assist the
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Exhibit A
pharmacist in identifying possible drug interactions and other
issues which may be indicative of prescribing inappropriate drugs;
and
W Prior authorization review, consisting of administering rules and
conditions established by CITY to determine if certain drugs or
drug classes or categories are approved under the Plan Design
Document.
(iii) Pornudary Mail eng lent. CONSULTANT will assist in the creation of
custom formulas as directed by CITY.
(c) Mail Service Pharmacy. If agreed to in writing between the Parties,
CONSULTANT shall provide (he following services from its mail service
pharmacy:
M receive prescriptions from Claimants via U.S. mail or commercial
carrier at an address as specified by CONSUL;I•ANT from time to
lime, subject to and in accordance with (lie Plan Design
Document. Upon presentation of a prescription by a claimant,
CONSULTANT sltall promptly determine whether the claimant is
eligible under the Plan Design Document and whether the
prescription is for a Covered Prescription Drug. Prescriptions will
be dispensed from (he mail service pharmacy in a quanlity
prescribed by (he prescriber, but not to exceed a 90-dny supply.
(ii) fill prescriptions during normal business hours, subject to the
professional judgment of the dispensing pharmacist, provided that
the prescription is accompanied by the correct copay, deductible,
or coinsurance amount as applicable;
(iii) provide Claimants toll-free telephone access to it pharmacist and
customer service representative.
(iv) provide a City promotional materials that explain to Claimants
how to use mail service program, as well as any other materials
Claimants may require to begin using the nrnil service program.
CITY agrees to distribute such promotional materials and other
information to Claimants;
� (v) provide computerized drug interaction monitoring of Claimants
based upon the Claimant profile, programs for generic
substitution and therapeutic intervention, pharmaceutical cost
containment services and safety edits, and subject to prescriber
approval, clinical appropriateness, [lie terms of the Plan Design
Document and applicable law; and
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Exhibit A
(vi) ship all prescription orders to Claimants via U.S. Postal Service or
other appropriate carrier to the address provided by CITY and/or
the Claimant, as long as such addresses are located in the United
States;
(d) Clinical Services. If agreed to in writing between the Parties, CONSULTANT
will provide "Clinical Services" under this EXHIBIT. Examples of Clinical
Services include:
(i) Drug Utilization Review. Prospective, Concurrent and
Retrospective reviews comprised of point-of-sale controls and
clinical intervention.
(ii) Pharmacy Review Services. Pharmacy review services with
credentialed, board certified and licensed pharmacisl(s),
including drug prior authorization review, necessity of drug
therapy, tiered drug therapies, step drug therapies, chug dosage
and quantity limits.
(c) Customer and Claimant Services.
(i) Client Services. CONSULTANT shall provide trained,
experienced account service resources to serve as liaison
between CITY and CONSULTANT for the purpose of
facilitating operational activities, resolving issues, and
providing consultative support. Client Services support
includes scheduling conference calls to monitor and discuss
outstanding priorities. Client Services staff will act as the
primary contract to CITY after the implementation process is
completed. CONSUTA'ANT Client Services will additionally
support CITY with requests for proposals as reasonably
requested.
(ii) Identification Cards. CONSULTANT will distribute identification
cards to Eligible Claimants that have enrolled into the pharmacy
benefits management program. Other client approved materials
may include program introduction of benefits letter to the CITY
and Claimant, pharmacy list, and if appropriate, mail order
forms.
M Refunds. When: a Participating Pharmacy reverses or voids a Processed Claims,
a "Pharmacy Credit" is created and CITY shall be refunded any amounts CITY
paid CONSULTANT on the Pharmacy Credit. Pharmacy Credits fire process
weekly during CONSULTANT's normal billing cycles and CITY can view
Pharmacy Credits via the customer portal. Refunds for payments received will
be processed during CONS ULTANT's regular billing cycle and will include the
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Exhibit A
Processed Claim information to allow CITY to properly apply the payment.
CONSULTANT reserves the right to apply Pharmacy Credits to any CITY
Invoices that remain unpaid sixty (60) days past the date of Invoice even where
the unpaid invoices relate to a different Covered Persons.
z. CITY Responsibilities
(a) Payments to CONSULTANT. CONSULTANT shall invoice CITY the fees for
1113M Services as set for in Exhibit B.I allached hereto. All fees and expenses
invoiced under this EXHIBIT are chic and payable in United States dollars by
CITY within thirty(30)days of the date of the invoice. Without prejudice to its
Mier rights and remedies, if CONSUL:PANT does not receive any payment by
its due date, CONSULTANT may assess a late payment charge on the unpaid
amount, for achninist ative and other costs,at the rate of one percent (I%) per
month or the highest rate allowed Under applicable law, whichever is less.
(b) Network Claims Funding. All payments by CITY to CONSUUFANI' for
Covered Prescription Drug Services("Network Claims Funding") shall be made
via electronic fund transfer, automated clearing house(together, "Electronic
Payment") debit or paper check with correspondence remittance documentation.
CONSUL:PANT shall retain cash management responsibilities over the Network
Claims Funding to help ensure prompt payment to Participating Pharmacies.
W Claims Specifications& Plan Design Document. CITY is solely responsible for
final approval of the specificalions for each Plan Design Document and its
implementation. CONSUUI'AN'I'will assist CITY and CITY will provide
specifications for each Plan Design Document in suffacienl detail to permit
CONSULTANT to perform its duties as described herein for claims submitted
under cacti Plan Design Document for the applicable rates set forth herein. This
EXHIBIT provide that CITY changes to Plan Design Document will be
submitted to CONSULTANT within thirty(30) days advance written
authorization from CITY. In no event where CONSUL:PANT within thirty (30)
days advance written authorization from CITY. In no event where
CONSULTANT is assisting in implementing the Plan Design Document, will
Plan Design Document changes be made without ten(10 clays advance written
notice of the required implementation (late. CONSULTANT shall not be
responsible for any changes to any previously established Plan Design or
program-specific information until CONSULTANT shall have confirmed its
Agreement to and acceptance of such changes to CITY in writing and shall have
specified a date for change implementation. For the sake of clarity,
CONSULTANT will implement and manage plan design development, set-up,
and maintenance with a required final approval of plan design from CITY.
(d) CITY's Ability to Modify. The Parties may agree to modify the obligations and
responsibilities of CONSULTANT during the term of this EXHIBIT following
the execution of an amendment hereto by the Parties. Upon acceptance of
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Exhibit A
CONSULTANT of such modifications,CITY will be responsible for the
additional fees and expenses agreed to by the Parties.
3. Access and Records.
(n) Record Maintenance. For the longer of the period required by law or seven (7)
years from the date of rendering any Covered Prescription Drug Service, the
Parties will maintain records related thereto, including, but not limited to,
prescription records and other documentation related to ScriptAdvisor Services
provided to Eligible Claimants.
(b) Use of Information. Except for Confidential Information,each Party may use,
reproduce,or adapt information obtained in connection with this EXHIBIT,
including Claims data information and eligible information, in any manner they
deem appropriate, except that each Party and its agents,employees, and
contractors shall maintain the confidentiality of this information to the extent
required by applicable law or regulation, and may not use the information in any
way prohibited by law. Each Party shall be solely responsible for its own use of
such information, and shall indemnify and hold the other Party harmless for,
from and against any and all costs, losses, and damages incurred by the other
Party as a result of such use. The parties acknowledge and agree that any
"protected health information"or"PHI"as that term is defined under the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA") that is
disclosed under this EXHIBIT is disclosed for purposes of administering workers
compensation benefits, or purposes of"Payment"(as defined under HIPAA) of
claims covered by a program of auto insurance, as applicable,and that
CONSULTANT is not acting as a"business associate"(as defined under
HIPAA) of Pharmacy or otherwise subject to HIPAA. If Pharmacy inadvertently
or incidentally discloses PHI to CONSULTANT that is unrelated to a workers
compensation claim,or the Payment of an auto insurance claim, as applicable,
CONSULTANT will a) use reasonable measures to protect the privacy and
security of such PHI; b)not further use or disclose the PI-II and; c) at Pharmacy's
election, return or destroy such PHI and all copies.
a. Additional Provisions
(a) Advertising Neither Party shall use promotional material referencing or referring
to the other Party without the prior consent of the other Party; provided,
however, that the Parties may publicize that CONSUUI'ANT provides Covered
Prescription Drug Services to CITY. Both Parties will cease and any all usage
immediately upon termination or expiration of this EXHIBIT.
(b) Other Obligations. The Parties represent and warrant that the terms of this
EXHIBIT are not inconsistent with any other obligations whether contractual or
otherwise that the Party may have or with the policies of any other entity with
which the parties are associated.
6
Exhibit A
(c) Exclusivity. CITY agrees to utilize only CONSULTANT to provide it with
pharmacy benefit management services,and any other pharmacy benefit
management services described herein from claimants during the Term of this
EXHIBIT. Additionally, CITY will exclusively off such ScriptAdvisor Services
to Eligible Claimants. Notwithstanding any provisions herein, to the contrary
CITY shall not be required to utilize ScriptAdvisor Services if an Eligible
Claimant refuses to use ScriptAdvisor Services.
7
Exhibit A
I
I
DE INITIONS
In addition to the capitalized terms defined elsewhere in the Agreement and this L•XI IIBIT, the following
terms shall have the following meanings:
1. "Activation Dale" mcans the dale when claims are first processed under this
EXHIBIT.
2. "Average Wholesale Price" or"AWP" means the average wholesale price of a
prescription drug set forth by Medi-Span on the date dispensed.
3. "Brand Name Drug"means it single or multisource brand prescription drug product
thal has a trade name, is patent protected and can be produced or sold only by the
company holding the patent and that is labeled as such. CONSULTANT classifies
the brands using Medispan's Multi-sotu=indicators of"M", "N", and "O".
CONSUL"PANT reserves the right to change to another nationally recognized data
source(e.g. First Databank) to classify brand drugs.
4. "Claims"—See"Processed Claims".
S. "Copayment or Coinsurance or Deductible"(collectively"Copayment") means the
fees,other than premiums, which an Eligible Claimant is required to pay for certain
Covered Prescription Drug Services provided under the Benefit Plan. A Copayment
may be either a specified dollar amount or a percentage of eligible expense. An
Eligible Claimant is responsible for the payment of any Copayment directly to a
Participating Pharmacy at the tinre the prescription is dispensed and f or mailing the
payment of any Copayment to the Mail Service Pharmacy or Specially Pharmacy.
6. "Covered Prescription Drug Services" means those outpatient prescription drugs and
pharmacy products,services and supplies as described in the current Plan Design
Document.
7. "Covered Person" mcans an individual eligible to receive Covered Prescription Drug
Services.
8. "Eligible Claimants" or"Claimants" means those individuals who are entitled to
Covered Prescription Drug Services through CITY.
9. "Formulary"or "Preferred Drug List" (collectively known as"Formulary") mcans the
list of prescription drugs and medications selected or created by CITY.
CONSULTNAT shall implement the Formulary selected or created by CITY and
implemented by CONSULTANT for regular use and which will be dispensed through
Palicipating Pharmacies, the Mail Service Pharmacy or the Specialty Pharmacy to
Eligible Claimants.
10. "Generic Drugs" means a prescription drug, whether identified by its chemical,
proprietary, or non-proprietary name, that is therapeutically equivalent and
interchangeable and drugs have an identical amount of the some active ingredient(s)
and approved by the Food and Drug Administration as a generic. Claims will process
8
Exhibit A
as a generic upon receiving and loading a file from Medispan where the generic
Indicator is indicative of such, whether single-source and/or multi-source, non-brand
prescription drugs. CONSULTANT classifies generics using Mcdispan's Multi-
source code of"Y". CONSULTANT reserves the right to change to another
nationally recognized data source(e.g. First Dalabank) to classify brand drugs.
11. "Participating Pharmacy" nncans a retail pharmacy that has entered into an agreement
with CONSULTANT under which the pharmacy has agreed to provide Covered
Prescription Drug Services to Eligible Claimants and to comply with applicable
regulatory requirements.
12. "Plan Design Document" means a document plan developed by CITY during the
implementation stage that describes the prescription plan for Eligible Claimants,
applicable to Eligible Claimants as provided by CITY. Upon CITY completion,
CITY agrees to submit the Plan Design Document to CONSULTANT for
implementation. This document may be updated from time to lime, and will require
both CITY and CONSULTANT signature acknowledgment before any changes are
implemented.
13. "Processed Claims, Claims, or Claim Forms"(collectively "Clainns") means
electronic or paper pharmacy claims that are(i) transmitted to CONSULTANT by
Participating Pharmacies or Eligible Claimants as a result of Covered Prescription
Drug Services being supplied to Eligible Claimants by Participating Pharmacies, and
(ii) processed by CONSULTANT with the result being that the claims are either paid,
denied, rejected or reversed.
14. "Single Source Generics" are generic drugs that enter the market with supply
limitations, two or less manufacturers, or competitive restrictions that limit
marketplace competition. The discount for these Single Source Generics shall be
calculated at the Brand Name Drug discount until such time (i) there are no more
supply limitations; (ii) there are more than two manufacturers; or (iii) the competitive
marketplace restrictions have expired.
1
9
i
Exhibit A
i
EXHIBIT A.2
STANDARD CONSULTANT PRODUCT AND SERVICES
FOR CLAIMS FILELD WITHINTHF. CONSUUI'ANTNATIONALNETWORK
OR CONSULTANT AFFILIATED MAIL OR SPECIALITY PHARMACY
CONSUL"1'ANI'shall provide the following standard services(all as more fully described in this
EXI-Inn'r to CITY consistent with CITY's current Plan Design Document).
Standard Services:
I. Claims Processing Services
a. Eligibility Management
b. Eligibility Verifications
C. On-line Electronic Claims Processing/Administration
d. Formulary
e. Prior Authorization
2. National Pharmacy Network Services
It. Administration of the Nationnl Pharmacy Network
b. Pharmacy help Desk
3. Clinical Services
a. Concurrent Drug Utilization Review(DUR)
b. Opioid Monitoring and Manngement
C. Step Therapy and Therapeutic Interchange
d. Generic Substitution
4. Customer Services
a. Client Services
b. Implementation Support
C. Slmrdard Reporting Packnge
5. Mail Service and Specialty Pharmacy
a. Postage included (additional charges may apply for express shipments)
G. Managed Care Services
a. Nurse Utilization Review
b. Pharmacists Review
C. Pecr Review
10
Exhibit A
EXIIIIII'r "B"
Payment Schedule(Fixed Pec Payment)
SEE EXHIBIT D.1 —PIXEL) FEE PAYMENT SCHEDULE.
I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein in accordance with the following progress and payment schedules.
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY al invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
13) Describe the services performed;
C) Show the total amount of the payment due;
D) Include n certification by a principal member of CONS UL:I'ANI's firm that
the work has been performed in accordance with file provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall riot be unreasonably withheld. If CITY (Toes not approve all
invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and file
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree That past performance by CONSULTANT is in,or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein.
4. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced scpantely to CITY. Such invoice shall contain all of (lie
information required above, and in addition shall list the hours expended and hourly rate charged for
such time. Such invoices shall be approved by CITY if(he work performed is in accordance with (lie
extra work or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such all invoice shall be treated as separate and
apart from the ongoing performance of the ronainder of this Agreement.
Exhibit U
BXIII.BIT 11.1
MI'1'CHELT.•-FIXED F O PAYMENT SCHEDULE
MITCHELL
(PHARMACY BENEFIT MANAGEMENT)
Retail Pharmacy
California Fee Schedule -2% and minus $1.00( for dispensing fee), for both Brand
and Generic medicatlons. CA fee schedule pricing Includes dispensing fee above.
Mall Orders only: Brand medications - AWP (average wholesale price)— 15% plus
$1.00 dispensing fee; Generic medications - AWP—50% plus $1.00 dispense fee.
Additional savings: If the California State Fee schedule Is lesser than the AWP/%,
then the State Fee schedule/pricing will be used, See retail price for CA fee
schedule.
EXIID3IT 13,2- Fixed Fee Schedule
OPTIONAL;SERVICES
A B C D I.
1 CLINICAL PROGRAM AND OTHER SERVICES:
2 CLINICAL PROGRAM NAME PROGRAM DESCRIPTION _ INCLUDED FEE
Trying lower cast alternatives before
'stepphtg up"to brand name or
3 1 Step Therapy hlgherpricedmadlcatlons X No charge
Measures and reports an diverse
pharmacy utilization patterns of
Injured workers. Idenl Ules llnlured
workers who may benefit front
4 2 Cllnlcal Ana tics Results Engine CARE c(lnlcolinterventlons X No charge
Aulomatedletterprogro m to
prescribers that provides evidence-
based reosons farrecommended
changes to figured worker's drug
therapy,along with suggested
5 3 Alert,Review,and Manage(ARM) alternatives. _ X No charge
Cllnlcal Utlllzalion Review
(prospecYNe,concurrent and
G 4 DUR retrospective) X No charge
Cllnlcal pharmacist review of Injured
worker's entire drug reghnen,with
evaluation,commntoryand $150 per hour
recommended,evidencd-hosed with 3-hour,
7 5 Drug Regimen Review changes tomedicatlnotherapy Optional minimum
Cllnlcal pharmacist review alone
problernatkinedlentlon In Injured
worker's drug regimen,will)
recormended evidence-based
B G One Drug Review alternallve(s)• 0 tlonal $250 flat fee
Cllnlcal pharmacist teleconference
with prescriber to discuss
recommended alternatives to current
medication therapy. Typically
recommended after Drug Raulmen
9 7 Pharmacist to prnscribnr consultation Review. Optional I $250 flat fee
___"N MIHPARE-01 MRODRIGUEZ
. ko. I " CERTIFICATE OF LIABILITY INSURANCE DaTE(1/041202
�� o1/oa/zozz
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must be endorsed. It SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In Ilou of such endorsement s).
PRODUCER TACT
NCAIAS; michole.rodriguoz@alllant.com
Alliant Insurance Sorvices,Inc. PHONE FAA
INC No EAU: HAIC1±191_
E-MAIL
ADDRESS: _
INSUA8R(SI AFFORDING COVERAGE: NAICa
INSURER A:Indian Harbor Insurance Company 36940
INSURED
INSURER R
INSURER C:
Mitchell Topco Holdings,Inc.
6220 Greenwich Drive INSURER 0:
San Diego, CA 92122 INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTVATHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR TYPE OF INSURANCE NS WM SO ➢OLICYNUMBER M.MIDDIYYYY VAN/DCUYYYYI LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S _
OAAU%UETORETREO
_l C'_'JMSMADE D OCCUR PREMISES(EacMSa S
_ MED EXP(Any one pertm) 5
_ PERSONAL&AM INJURY S
GEN.AGGREGATE UNIT APPLIES PER: GENERAL AGGREGATE 5
POLICY l 1�P JECROT- ❑ LOC PRODUCTS-COMP/OP AGO 5
OTHER: $
AUTORILE UABILRY C,a&N"EOdanSINGLE LIMIT S MO O <tl
ANY AUTO BODILY INJURY(%,penon) S
ALLONNED SCHEDULED GODLY INJURY(Per accident) S
AUTOS AUTOS
NON1X"44ED PROPERTY DAMAGE S
HIRFDAUTGS H
AUTOS IF&iRckion1
5
UMBRELLA LU B OCCUR EACH OCCURRENCE S
EXCESS LIAR CLItS-MADE AGGREGATE S
DIED RETENTION 5
WORMERS COMPENSATION I
AND EMPLOYERS'LIABILITY YIN _ STATUTE ER
ANY PROPRIETORIPARTNEIVEXECUTAIE E.L.EACH ACCIDENT S
OFFICERAAEMBER EXCUOED? � NIA
(Mandalory In NH) EL DISEASE-EA EMPI.OYEE S
MWW e8o mdor
IPTION OF OPERATIONS bola, E.L.DISEASE-POLICY LIMB I S
A E&O Cyber MTP9036846 03 0412912021 /412912012 Each Clalm/Aggragato$6,000.000
DESCRIPTION OF OPERATIONS ILOCATIONSI VEHICLES[ACORD 101,Addltkmol RemaMe Sll dd..may 1,o lRetchad It more apace Is repulrad)
This Is a Claims Made Policy.
The above referenced policy A.Includes both E&O(Professional Liability)and Cyber(Privacy and Network Security Insurance)coverage.
ePI 11I/E.O AS TO FORM
CERTIFICATE HOLDER lE:HAF.bE.-4 CELLATION
hi 6A
<I'r' 4, RNI Y
,1T�. (jr u,INTINGTO1 4 BMULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
The City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS.
2000 Main Street
Huntington Beach,CA 92648 AUTHORRED REPRESENTATIVE rJ
Y I•<G -C.
1
m 1988-2015 ACORD CORPORATION.All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
P,ISK Mgt-FEB 2'22PM 4:oh
BIDDER'S LIST FOR PHARMACY BENEFIT MANAGEMENT RFP—2021
1. Vativo RX
2. Cadence RX
3. EK Health
4. Mitchell
5. Pro Care RX