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HomeMy WebLinkAboutProdigy Care Services - 2024-11-01 (2) PROFESSIONAL SERVICES CONTRACT BETWEENTHE,CITY OF HUNTINGTON BEACH AND PRODIGY CARE SERVICES FOR PHARMACY BENEFIT MANAGEMENT THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Prodigy Care Services. 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 been complied with;and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. 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 refelrnd to as the "PROJECT." CONSULTANT hereby designates Delford Doherty who shall represent it and be its solecontact 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. 1 24-15219/351996 3. TERM-TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on November 1, 2024 (the "Commencement Date"). 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.1" 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.1" 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 "B.1," which is attached hereto and incorporated by reference into this Agreement,the fee for dispense fees will not to exceed Thirty Thousand Dollars ($30,000.00) 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A.1" or changes in the scope of services described in Exhibit "A.1," CONSULTANT will undeliake 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 "B.1" 2 24-15219/351996 - 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS 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 telmination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS (a) CONSULTANT 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) negligent(or alleged negligent)perfolmance 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 CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. (b) Exclusion of Damages. Notwithstanding any term of this Agreement, in no event will eitherParty be liable to the other Party for special, indirect, incidental, exemplary, consequential 3 24-15219/351996 (including but not limited to loss of profits) or punitive damages arising from the relationship of the Parties or the conduct of business under this Agreement, even if 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 CONSULTANT is not responsible therefor. CONSULTANT'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 info lmation 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 Party 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 Parry'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 4 24-15219/351996 as a result of services provided by the Other Party or as a result of or after consultation with Other Parry'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) if theOther 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) LIABILITY LIMITATION. Each party's total aggregate cumulative liability during the term will not exceed the amount paid by city under this agreement for pbm revenue during the twelve (12) month period preceding the claim(s)that gave rise to such liability. "pbm revenue" is defined as the amount city pays consultant less the amounts consultant pays to the pharmacies. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall maintain a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million 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 an insurance policy deductible of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the 5 24-15219/351996 policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work(including subsequent policies purchased as renewals or replacements). B. 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 telmination 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, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the 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. state 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 in coverage or in limits except after thirty (30) days' prior written notice; however, ten(10) days'prior written notice in the event of cancellation for nonpayment of premium. 6 24-15219/351996 CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT'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 hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent 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 AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. Following 12 months after the Commencement Date, CITY may terminate CONSULTANT'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 be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become itspropelty and shall be promptly delivered to it by CONSULTANT. 7 24-15219/3 51996 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract, and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY unless where an 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 hereinabove. 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 communications hereunder shall be given either by personal delivery to CONSULTANT's agent(as designated in Section 1 hereinabove) onto 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 andCONSULTANT 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: 8 24-15219/351996 TO CITY: TO CONSULTANT: City of Huntington Beach Prodigy Care Services Attn: Risk Management 5090 Richmond Avenue, Suite 163 2000 Main Street Houston, CA 77401 Huntington Beach, CA 92648 16. CONSENT. When CITY's consent/approval 1 s required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval 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 various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of theparties or affect the construction or interpretation of any provision of this Agreement. 19. INTERPRETATION OF THIS AGREEMENT The language of all parties of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any 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 9 24-15219/351996 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 this 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 is hereby affected, shall be emailed and limited only to the extent necessary to bring 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 CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 22. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT 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. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for 10 24-15219/351996 CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 23. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing patty shall not be entitled to recover its attorney's fees from the nonprevailing party. 24. SURVIVAL Terms arid conditions of this Agreement, which by their sense 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 that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not,in fact,held by the signatory or is withdrawn. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive rum's length negotiation, and that each has had the oppol lunityto consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or 11 24-15219/351996 warranties, oral or othe1wise, have been made by that party or anyone acting on that party's behalf, which are not embodied in thisAgreement, and that that pruly has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set fo l ih in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, 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 November 1, 2024. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed byand through their authorized officers. 12 24-15219/351996 CONSULTANT, CITY OF HUNTINGTON BEACH, PRODIGY CARE SERVICES a municipal corporation of the State of California By: aty Manager 6,2 print na - - INITIATED AND APPROVED: ITS: (circle one) airma 'resident/Vice President Director of Human Resources AND APPROVED A RM: By: /)1R%ed —Titti c Ci Attorney print name /� 20 ITS: (circle one).Sects/Chief Financial ate I /7j-f Officer/Asst Secretary—Treasurer RECEIVE AND FILE: t741/1/ 9-44141.410 City Clerk Date /l A l/24' 13 24-15219/351996 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Reduce the total costs of Workers' Compensation pharmacy benefits through a combination of rules based technology,clinical expertise,fee schedules,MTUS guidelines, California Formulary through the integration of bill review and utilization review services. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: CONSULTANT'S duties and responsibilities shall follow provisions specified in the City of Huntington Beach Scope of Work shown in Exhibit Al. Detailed services shall include but is not limited to the Scope of work in Exhibit A.1. C. CITY'S DUTIES AND RESPONSIBILITIES: City shall collaborate with CONSULTANT to promote compliance with Scope of Work requirements;foster a high level of communication,trust,transparency, 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. Exhibit B EXHIBIT A.1 PHARMACY BENEFIT MANAGEMENT SERVICES 1. PBM SERVICES 1.1. Administrative Services. 1.1.1. Eligibility. CITY will submit eligibility files (initial and updated) on a mutually determined basis and in CONSULTANT'S required format(.CSV), which CONSULTANT will accurately implement. CITY will be responsible for all Claims during the period of the Claimant's eligibility as indicated on the eligibility files, including for retroactively terminated Claimants. CONSULTANT will provide Claimants with 7-days a week toll-free telephone Claimants eligibility and benefits verification, location of Participating Pharmacies,or other related Claimant concerns. 1.1.2. PBM design. CONSULTANT shall implement the PBM program as identified by the CITY in its specific plan design document. CITY represents and warrants throughout the Term that the benefit provisions of the Plan Benefits are, and will be, accurate. CITY shall provide written notice of any PBM program changes that relate to the provisions of this Agreement and/or CONSULTANT'S obligations. 1.2. Network. CONSULTANT will maintain a network(s) of Retail Pharmacies,Mail Order Pharmacies and Specialty Pharmacies that shall provide pharmacy services to Claimants. Pharmacies may be added or deleted from time to time at CONSULTANT'S sole reasonable discretion in order to meet the needs of Claimants. Pursuant to a Provider Agreement, CONSULTANT contractually requires Pharmacies to meet CONSULTANT credentialing requirements, including but not limited to licensure, insurance and operational standards. Each Pharmacy is an independent contractor of CONSULTANT, and CONSULTANT does not direct or exercise any control over the Pharmacies or the professional judgment exercised by any pharmacist in dispensing prescriptions or otherwise providing pharmaceutical related services at a Pharmacy. CONSULTANT shall have no liability to CITY, any Claimant or any other person or entity for any act or omission of any Pharmacy or its agents or employees. 1.3. Claims Processing. CONSULTANT will perform on-line processing of Claims from Pharmacies, including a standard drug utilization review("DUR") analysis of each Claim submitted on-line in order to assist the dispensing pharmacist and prescribing physician in identifying potential drug interactions, incorrect dosages and other circumstances that may be indicative of a clinical issue with a prescription. CONSULTANT may engage the services of a third-party claims processor;provided, however,that CONSULTANT shall remain responsible for the claims processing services hereunder. CONSULTANT'S DUR processes are not intended to substitute for the professional judgment of the prescriber or dispensing pharmacist. CITY will have the final responsibility for all decisions with respect to coverage of a Claim and the benefits allowable under the Plan, including determining whether any rejected or disputed Claim will be allowed. Exhibit B 1.4. Prior Authorization and Clinical Services. 1.4.1. Prior Authorization. CONSULTANT will provide prior authorization ("PA") services through an independent review agent("Review Agent")using CITY-approved PA guidelines ("PA Guidelines") to determine coverage of certain designated drugs under the Plan. CONSULTANT will not undertake to determine medical necessity,make diagnoses or substitute CONSULTANT'S judgment for the professional judgment and responsibility of the physician. CONSULTANT will direct the Review Agent to process initial"claims for benefits" for PA requests consistent with the applicable claims rules of the Patient Affordable Care Act("PPACA") and ERISA("Claims Rules"). CONSULTANT will not conduct any appeals of denied"claims for benefits. 1.4.2. Clinical Services. CONSULTANT and/or its affiliates shall provide the clinical programs supporting Formulary and Rebate conditions, and any of the additional programs set forth in Exhibit B as requested by CITY. Certain clinical programs may require additional fees as described in Exhibit B. 1.5. Formulary Services. 1.5.1. Formulary. CONSULTANT will work with CITY to implement a formulary in compliance with state statute. In addition, CONSULTANT contracts with a Rebate aggregator("Aggregator") that utilizes a pharmacy and therapeutics committee to develop clinically based formularies that CONSULTANT offers to its customers, including CITY. Subject to Section 2.f(ii), CITY hereby adopts the Formulary including the Plan Benefits requirements recommended to implement the Formulary. 1.5.2. Reporting. CONSULTANT will provide CITY monthly reporting on prescription drug utilization and spend, or as required by CITY. 1.5.3. Claims Data Retention. CONSULTANT will retain CITY's claims data for a total of ten(10)years from the date the prescription is filled. Thereafter, CONSULTANT will dispose of such data in accordance with its standard policies and practices and applicable state and federal law. Disposition of Protected Health Information. CONSULTANT or its affiliates may use and disclose both during and after the term of this Agreement de-identified Claims data subject to compliance with applicable law and the Business Associate Agreement attached as Exhibit C for the purposes of its business, including but not limited to, its proper management, administration and the provision of the • PBM Services. 1.5.4. Claims Data to Vendors. Upon CITY's written request and at no additional charge, CONSULTANT will provide regular prescription claims data in CONSULTANT'S standard format(s)to CITY's vendors ("Vendors") for disease management, flexible savings account and other"payment," "treatment" and"healthcare operations"purposes (as defined under HIPAA). Requests for retrieval of data beyond thirty (30)months are subject to the hourly custom programming charge set forth in Exhibit A. Exhibit B 1.5.5. CITY Audit. Provided that this Agreement has been duly executed by CITY and CITY is current in the payment of invoices under this Agreement, CITY may, upon written request, audit the PBM Services provided under this Agreement on an annual basis. 2. FEES, BILLING AND PAYMENT 2.1. Claims Reimbursement. CITY shall reimburse CONSULTANT for claims submitted by providers in compliance with this Agreement in the amount described in the particular Prescription Drug Plan. CITY will pay, via check or wire transfer, the amount due to CONSULTANT within seven(7) days of receipt of Invoice and Invoice detail by CITY or the Plan. CONSULTANT shall invoice CITY utilizing Pass-Through Pricing as defined herein, and as modified by the representations and provisions of this Agreement. 2.2. Pharmacy Program Fees. In consideration for the PBM Services provided by CONSULTANT, CITY shall pay program fees in the amount set forth in Exhibit A- 1 ("Pharmacy Program Fees"). 2.3. Failure to Pay Claims Reimbursements and Pharmacy Program Fees. CONSULTANT may suspend services or terminate this Agreement in the event(i) CITY fails to maintain and replenish, as applicable,the Deposit; (ii)two or more Claims Reimbursements or Pharmacy Program Fees invoices within a six month period are past due and outstanding, or(iii) CONSULTANT has reasonable grounds to believe CITY may be delinquent in payment of fees based on CITY's financial data(e.g.,persistent negative cash flow,bankruptcy or insolvency). CITY will be responsible for all costs of collection and agrees to reimburse CONSULTANT for such costs and expenses, including reasonable attorneys' fees. All amounts not paid by the due date thereof will bear interest at the rate of 1.5%per month or, if lower, the highest interest rate permitted by law. CONSULTANT may apply the Deposit and/or any earned but unpaid Rebates to overdue Claims Reimbursement and Pharmacy Program Fees;provided that CITY shall remain responsible for payment of outstanding amounts if the Deposit does not cover such delinquent balances. 3. CONFIDENTIAL INFORMATION 3.1. Confidential Information. CONSULTANT and CITY agree that all confidential and proprietary information of CONSULTANT, including, but not limited to, CONSULTANT'S reporting packages, system formats and other system information, proprietary software and related user documentation, clinical manuals, utilization review and prescription drug evaluation criteria and other documents, preferred product lists, Rebates, Participating Pharmacy agreements and agreements with pharmaceutical manufacturers and vendors (collectively, " CONSULTANT Confidential Information"), are confidential and proprietary to CONSULTANT. CITY confidential information includes,but is not limited to, Claimant and utilization information, Plan and Plan Benefit details, financial and strategic information( [CITY Confidential Information"). CITY shall not use CONSULTANT Confidential Information or disclose it to any third party, at any time during or after termination of this Agreement except as specifically Exhibit B contemplated by this Agreement,upon CONSULTANT'S prior written consent or as otherwise required by law. Neither party will use the other's Confidential Information or disclose it or this Agreement to any third party (other than CITY attorneys and accountants), at any time during or after termination of this Agreement, except as specifically contemplated by this Agreement or upon prior written consent,which will not unreasonably be withheld. Upon termination of this Agreement, each party will cease using the other's Confidential Information, and all such information will be returned or destroyed upon the owner's direction. Confidential Information does not include information which is or becomes generally available to the public; was within the recipient's possession or knowledge prior to its being furnished to the recipient pursuant to this Agreement or is independently developed by the recipient under circumstances not involving a breach of this Agreement. 4. MISCELLANEOUS 4.1. Financial Disclosures. CONSULTANT derives revenue from Claims Reimbursements, interest on Minimum Deposit, Pharmacy Program Fees, and Rebates received prior to Rebate payment to CITY as set forth herein. In negotiating any of the fees and revenues described in this Agreement, CONSULTANT contracts on its own for its own account. CONSULTANT retains all proprietary rights and beneficial interest in such fees and revenues, and accordingly, CITY acknowledges that neither it, Claimants or Plan has a right to receive or possess any beneficial interest in any such fees or revenues;provided that CONSULTANT will pay CITY amounts equal to the amounts set forth in Exhibit A-1. 4.2. No Fiduciary Status. CONSULTANT is not the sponsor of any employee benefit plan, including the Plan, within the meaning of ERISA or otherwise. CONSULTANT is not a fiduciary to CITY, or its Claimants nor is it responsible for CITY's or the Plan's compliance with applicable laws, including but not limited to those laws relating to employee benefit plans and shall have no liability to Claimants,third-parties or others for the design of the Plan, its coverage conditions, limitations, scope, determinations or other acts or omissions in furtherance thereof. CONSULTANT exercises no discretion with respect to the management of the Plan or the control of Plan assets. 4.3. Obligations Upon Termination. Upon notice of termination of this Agreement, the parties will mutually develop a run-off plan providing for the CITY's transition to a successor pharmacy benefit manager. CITY will continue to pay CONSULTANT in accordance with this Agreement for any Claims Reimbursements [and Management] Fees for PBM Services provided during the term and any run-off period. CONSULTANT will continue filing for Rebates for claims incurred prior to the Termination Date and will, subject to final reconciliation of any outstanding amounts owed by CITY to CONSULTANT, refund the Deposit and pay CITY Rebates for such claims in accordance with the Rebate payment schedule set out herein. 4.4. 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 B EXHIBIT. Additionally, CITY will exclusively offer CONSULTANT's services to Eligible Claimants 5. DEFINITIONS 5.1. "Average Wholesale Price" or"AWP"means the average wholesale price of a prescription drug as identified by drug pricing services such as Medi-Span or other' source recognized in the retail prescription drug industry selected by CONSULTANT(the "Pricing Source"). The applicable AWP shall be the 11-digit NDC for the package size of the product on the date dispensed. 5.2. "Brand Drug"means a prescribed drug designated as brand drug according to CONSULTANT in its systems and modified from time to time consistent with designations provided to CONSULTANT by its drug database reporting service. 5.3. "Claim"means a claim for payment submitted to CONSULTANT by a Pharmacy as a result of dispensing a Covered Drug to a Claimant. A Prescription Drug Claim includes any Claimant submitted or subrogation Claim. 5.4. "Claimant"means each person who CITY determines is eligible to receive prescription drug benefits as indicated in the eligibility files provided by CITY to CONSULTANT. 5.5. "Covered Drug(s)"means those prescription drugs, supplies, Specialty Products and other items that are covered under the Plan. 5.6. "Formulary"means the list of FDA-approved prescription drugs that is selected and adopted by CITY for its Benefit Plan. 5.7. "Generic Drug"means a prescribed drug designated as generic drug according to CONSULTANT in its systems and modified from time to time consistent with designations provided to CONSULTANT by its drug database reporting service and/or a multi-source drug. 5.8. "Mail Order Pharmacies"means licensed pharmacies that participate in the Network, and that dispense prescriptions that are delivered to Claimants via mail delivery services. 5.9. "Network"means CONSULTANT'S pharmacy network, including Participating Pharmacies, Mail Service Pharmacies and Specialty Pharmacies. For purposes of this Agreement,the Retail Pharmacies, Mail Order Pharmacies and Specialty Pharmacies that participate in the Network may be referred to collectively as the "Pharmacy"or"Pharmacies as the content requires. 5.10. "Plan'Benefits" "means the coverage terms and conditions of the Plan's pharmacy benefit containing all information regarding Formulary, days' supply limitations and other Plan coverage details. 5.11. "Rebates"mean retrospective rebates attributable to Claimant utilization of Covered Drugs, and that are collected by CONSULTANT pursuant to the terms of a Exhibit B rebate contract negotiated by CONSULTANT with a pharmaceutical manufacturer and/or through a rebate aggregator. Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) SEE EXHIBIT B—FIXED FEE PAYMENT SCHEDULE 1. 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 an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the 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 not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the 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 separately to CITY. Such invoice shall contain all of the 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 the work performed is in accordance with the 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 an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B EXHIBIT B PHARMACY PROGRAM FEES During the term of the Agreement, CONSULTANT shall be CITY's exclusive provider of workers' compensation PBM Services for CITY's pharmacy program. The financial terms set forth in Exhibit B are conditioned on such exclusive arrangement and all other specified conditions expressly incorporated in such exhibits, including,but not limited to the adoption by CITY of the specified Formulary. EXHIBIT B-1 Pharmacy Reimbursement Rates CITY will pay to CONSULTANT the amounts set forth below. The application of brand and generic pricing below may be subject to certain"dispensed as written" (DAW) protocols and CITY defined plan design and coverage policies for adjudication and pharmacy network requirements. Sales or excise tax or other governmental surcharge, if any,will be the responsibility of CITY. Claims filled at a pharmacy out of CONSULTANT'S Pharmacy Network and Claims for Specialty Drug Products are excluded from these Rates. CONSULTANT'S Specialty Pharmacy network is the exclusive provider of Specialty Products. All Specialty Drug pricing is based on the AWP at the time of Claim adjudication. CONSULTANT will maintain and manage a Specialty Drug list that will be updated based on market changes, such as new drug approvals. Participating Pharmacy Reimbursement Rates Pricing AWP Discount led Day Supply/Home Delivery AWP Discount Brand AWP-17% AWP-18% Generic AWP-55% AWP-60% Dispensing Fees $3.00 $3.00 Manufacturer Drug Rebates CONSULTANT will share 50% of manufacturer rebates collected with CITY. CONSULTANT guarantees a minimum manufacturer rebate of$19,500 within the first 12 months of this Agreement. Exhibit B EXHIBIT B-2 Administrative Fees Services PBM SERVICES COST TO CITY 0•erational Services Pharmacy ID Cards and First Fill ID Cards Included Pharmacy Help Desk Included Patient Help Desk Included Employee Training Included Pharmacy Network Management Included State and Federal Compliance—Payment,Utilization,Reporting Included Home Delivery and Specialty Pharmacy—Setup and Maintenance Included Data Analytics—Population Health and Predictive Modeling Included Technical Services CITY Implementation Included Claims Adjudication,Management,Routing Included Benefit Design Changes Included Point-of Sale Edits Included API Integration and Maintenance Included Portal Access— CITY, CITY and Adjusters Included State Reporting—Setup and Maintenance Included Annual Strategic Account Report Included Data Management—Storage and Access Included Clinical Services Standard Member/Provider/Prescriber Outreach Included Specialty Drug Management Included Compound Drug Management—Repackages,Physician Dispensing,etc. Included Clinical Decision/Recommendation Analytics Included Pharmacy/Clinical Risk Scoring Included Clinical(Member)Outreach/Education—Phone,Video,Letter Included Single Drug Review/(If CITY requests an outside vendor) Included/Passthrough Comprehensive Drug Review/(If CITY requests an outside vendor) Included/Passthrough Comprehensive Drug Review/(If CITY requests an outside vendor) Included/Passthrough Comprehensive Drug Review with Prescriber Outreach/(If CITY requests an outside vendor) Included/Passthrough Exhibit B "61,+ �C n DATE(MMIDDNYYY) CERTIFICATE OF LIABILITY INSURANCE 08/19/2024 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 policy(ies) must be endorsed. If SUBROGATIONIS 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 lieu of such endorsement(s). PRODUCER CONTACT NAME: PAYCHEX INSURANCE AGENCY INC PHONE {800}472-0072 FAX 76210762 (A/C,No,Exl): (A/C,No): 225 KENNETH DR STE 110 E-MAIL ADDRESS: ROCHESTER NY 14623 INSURER(S)AFFORDING COVERAGE NAICII INSURER A: Hartford Underwriters Insurance Company 30104 INSURED INSURERS: Hartford Fire and Its P&C Affiliates 00914 PRODIGY CARE SERVICES LLC INSURER C: 5900 BALCONES DR STE 100 INSURER D: AUSTIN TX 78731-4298 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.NOTWITHSTANDING 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. INSR TYPE OF INSURANCE AWL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS - LTR INSR WVD IMM/DDIYYYY1 (MMIDDNYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADEI X.IOCCUR' DAMAGE TO RENTED $1,000,000 �l PREMISES(Ea occurrence) X General Liability MED EXP(Any one person) ,$10,000 A X 76 SBW AK9NS9 04/01/2024 04/01/2025 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 x POLICY PRO• I I LOC PRODUCTS-COMP/OP AGG $2,000,000 JECT I i —OTHER: > AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 lEa accident) ANY AUTO. BODILY INJURY(Per person) A ALL OWNED —SCHEDULED AUTOS AUTOS 76 SBW AK9NS9 04/01/2024 04/01/2025 BODILY INJURY(Per accident) _ _ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) L.Z� UMBRELLA LIAR X OCCUR EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS- AGGREGATE $5,000,000 A k4ADE 76 SBW AK9NS9 04/01/2024 04/01/2025 DED RETENTION$10,000 . WORKERS COMPENSATION x PER OTH- AND EMPLOYERS'LIABILITY. STATUTE ER ANY YIN E.L.EACH ACCIDENT $1,000,000 B PROPRIETOR/PARTNER/EXECUTIVE E NIA 76 WEG AK4MSZ 03/15/2024 03/15/2025 OFFICERlMEMBEREXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A Employment Practices Liability 76 SBW AK9NS9 04/01/2024 04/01/2025 Each Claim Limit $25,000 Insurance Annual Aggregate Limit $25,000 DESCRIPTION OP OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Those usual to the Insured's Operations.Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 2000 MAIN ST BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED HUNTINGTON BEACH CA 92648 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /. 6-A„ C ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD