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#20-45-NS (Nativus Health Solutions, LLC)PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT This Pharmacy Benefit Management Services Agreement ('Agreement") is effective as of January 1, 2021 (the "Effective Date") by and between Navitus Health Solutions, LLC, a Wisconsin limited liability company registered to do business in Florida ("Navitus"), and the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida ("Client"), for services to begin on January 1, 2021 (the "Go Live Date"). RECITALS Whereas, Client provides its employees and their dependents with medical benefits including benefits for prescription drugs and certain devices and supplies dispensed by pharmacists; and Whereas, Navitus provides its clients services in connection with the healthcare operations and payment of claims on behalf of their Plans; and Whereas, Navitus provides its services using a zero -spread, transparent, full pass -through business model, where all of the discounts and rebates received from pharmacies and pharmaceutical manufacturers are provided to its clients; and Whereas, Client and Navitus desire to establish this Agreement for the management of the pharmacy benefits sponsored by Client; Now therefore, in consideration of the mutual promises set forth herein, the sufficiency of which is hereby acknowledged, Navitus and Client agree as follows: Article I DEFINITIONS The terms below, including their single and plural forms, shall have the meanings set forth in this Article I: Account means a depository account maintained by Client at a federal or state chartered bank, savings and loan association or savings bank. Average Wholesale Price or AWP means the average wholesale price of a prescription drug published and updated by Medi-Span, or another nationally -recognized reporting service purchased or licensed by Navitus. Brand Covered Product or Brand means a Covered Product where the Medi-Span Multi -Source Indicator for the Covered Product reported by Medi-Span contains an "M" (co -branded product), "O" (originator brand) or an "N" (single source brand) for the Covered Product on the date dispensed except where the claim is submitted with a DAW code of "S' in which case it shall be considered a Generic Drug. Business Associate means a person assisting a Covered Entity in connection with its payment, treatment or health care operations, as more fully defined in 45 CFR §160.103. Cardmember means one of Client's active employees, and, if so indicated on the signature page below retired employees, who satisfy all the eligibility criteria necessary to receive pharmacy benefits Page 1 20-045-NS_PBM Services Agreement —FINAL under Client's Plan and is identified by Client to Navitus in accordance with the provisions of this Agreement as eligible for such benefits. For purposes of clarification, any Eligible Person who is a "Dependent," as defined below, is not a "Cardmember" for purposes of this Agreement. CFR means the Code of Federal Regulations. Claim means: (a) a contractual payment request submitted by a Participating Pharmacy dispensing one or more prescription drugs and transmitted in accordance with the electronic transaction standards set forth in 45 CFR Parts 160, 162 and 164, as amended from time to time; or (b) a Direct Reimbursement Claim submitted by a Participating Pharmacy, another provider, an Eligible Person or such Eligible Person's representative in connection with one or more prescription drugs dispensed to such Eligible Person. Coinsurance means that portion of the charge for Covered Products, calculated as a percentage of the charge, which is to be paid by Eligible Persons pursuant to Client's Plan Guidelines (or for certain Participating Pharmacies, if less, the U&C of the Covered Products). Confidential Information has the meaning given in Section 9.03 of this Agreement. Contract Administrator, if any, means the person so indicated on the signature page below. Coordination of Benefits means claims administration when Eligible Persons are covered by more than one pharmacy benefit plan. Co -payment means a fixed dollar portion of the charge for Covered Products which is to be paid by Eligible Persons pursuant to Client's Plan Guidelines (or for certain Participating Pharmacies, if less, the U&C of the Covered Products). Covered Entity means a health plan, a health care clearinghouse or a health care provider, as more fully defined in 45 CFR §160.103. Covered Products means those prescription drugs and ancillary devices and supplies that are covered under Client's Plan Guidelines. Deductible means a predetermined amount of money that an Eligible Person must pay before benefits are eligible for payment as indicated in Client's Plan Guidelines. The deductible applies to each Eligible Person each contract year. Dependent means an individual who satisfies all the eligibility criteria through a Cardmember necessary to receive pharmacy benefits under Client's Plan and is identified by Client to Navitus in accordance with the provisions of this Agreement as eligible for such benefits. For purposes of clarification, any Eligible Person who is a "Cardmember," as defined above, is not a "Dependent" for purposes of this Agreement. Direct Reimbursement Claim means a request for reimbursement for the cost of one or more Covered Products dispensed by a pharmacy and submitted by a Participating Pharmacy, a Non - Participating Pharmacy, or an Eligible Person in a pre-printed universal claim form acceptable to Navitus Eligible Person means each Cardmember and Dependent. Page 2 20-045-NS_PBM Services Agreement —FINAL ERISA means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder, as amended from time to time. FDA means the United States Food and Drug Administration. Formulary means the list of FDA -approved Covered Products developed by Navitus' Pharmacy and Therapeutics Committee, subject to Client's Plan Guidelines and coverage decisions. Generic Covered Product or Generic means a Covered Product for which there is an approved application under § 5050) of the Federal Food Drug and Cosmetic Act (21 USC 3550)) and the Medi- Span Multi -Source Indicator for the Covered Product is a "Y" on the date dispensed. Claims submitted with a Multi -Source Code, as defined by Medi-Span, of "O" and also submitted with a DAW code of "5" shall also be considered a Generic Drug. If a drug product approval is based upon an abbreviated new drug application (ANDA), that drug is a Generic Covered Product. Single - source Generic Covered Products are included in the definition of "Generic Covered Products." HIPAA means the Health Insurance Portability and Accountability Act of 1996, and regulations promulgated thereunder, as amended from time to time. HIPAA Privacy Rule means the federal regulations related to the use and disclosure of patients' Protected Health Information under 45 CFR Parts 160, 162 and 164, as amended from time to time. HIPAA Rules mean the medical records, privacy, security, and standard transaction regulations under 45 CFR Parts 160 and 164. Initial Term means the initial term of this Agreement as defined in Section 12.01 of this Agreement. Mail Service Pharmacy means a pharmacy where prescriptions are filled and delivered to Eligible Persons via the United States Postal Service, United Parcel Service or other delivery service, and which has entered into an agreement with Navitus to dispense Covered Products. Material Breach means a breach such that a reasonable person in the position of the non - breaching party would wish to terminate this agreement because of that breach. Member means the same as "Eligible Person," and the two terms may be used interchangeably. Navitus Maximum Allowable Cost ("MAC") means the maximum allowable cost determined by Navitus and updated at least monthly based upon review and analysis of current pricing in the marketplace. Non -Participating Pharmacy means a pharmacy that does not have an agreement with Navitus to dispense Covered Products to the Eligible Persons receiving benefits under this Agreement. Participating Pharmacy means a pharmacy, or a company authorized to represent one or more subsidiary, affiliated, or franchised pharmacies, which has entered into an agreement with Navitus to dispense Covered Products. For purposes of this Agreement, a "Participating Pharmacy" will not be considered a representative, subcontractor, or agent of Navitus and may include the Mail Service Pharmacy and the Specialty Pharmacy. Pass -Through means that all Claims are invoiced to Client at the net amount Navitus pays the Participating Pharmacy for such Claims, and Rebates are provided to Client in accordance with Page 3 20-045-NS_PBM Services Agreement_FINAL Article IV, below, and Navitus does not retain any Rebates or any other direct financial benefits from drug manufacturers or pharmacies, and pays all such amounts to Client. Plan means Client's insured or self -funded benefit plan, which provides pharmacy benefits to Eligible Persons. Plan Guidelines means a description of Client's Plan related to pharmacy benefits and limitations thereto, including the framework of policies, interpretations, rules, practices and procedures applicable to such benefits, required and signed by Client and submitted to Navitus. The Plan Guidelines shall not include any amendments except as provided in Section 3.02 of this Agreement. PPACA means the Patient Protection and Affordable Care Act and the Health Care Education and Reconciliation Act of 2010 and their accompanying regulations, as amended from time to time. Practitioner means a physician or other health care provider authorized to prescribe medication to Eligible Persons. Prior Authorization means a prospective review to verify that certain criteria required by Client are satisfied for specific Covered Products prior to processing the claim for such Covered Products. Protected Health Information or PHI has the meaning set forth in 45 CFR §164.501 and includes individually identifiable health information related to the physical or mental health or condition, the provision of health care, or the payment for the provision of health care to an Eligible Person or otherwise deemed confidential under federal or state law. Rebates means rebates or discounts received by Navitus pursuant to a contract with a pharmaceutical manufacturer, and directly attributable to the Formulary and Covered Product utilization by Eligible Persons. Renewal Term means the time period as defined in Section 12.01 of this Agreement. Specialty Pharmaceuticals means those biotech and other Covered Products identified as specialty pharmaceuticals from time to time. A then -current list of Specialty Pharmaceuticals may be obtained at any time by contacting Navitus. Specialty Pharmacy means a pharmacy that has entered into an agreement with Navitus to dispense Covered Products including Specialty Pharmaceuticals to Eligible Persons. Usual and Customary Price or U&C means the retail price, including any minimum price, charged by a Non -Participating Pharmacy or a Participating Pharmacy for a Covered Product in a cash or uninsured transaction on the date such product is dispensed. Wholesaler Acquisition Cost or WAC means the wholesale acquisition cost pricing data for a given pharmaceutical product, as published by Medi-Span or another nationally recognized drug database reporting service used by Navitus. Article 11 NAVITUS' RESPONSIBILITIES Section 2.01. General Description of Duties and Obligations. Navitus will process Claims, render clinical and Formulary services and provide Client standard management reports and Page 4 20-045-NS_PBM Services Agreement —FINAL 9 consultative services, all in connection with Eligible Persons' Covered Product utilization and as more fully set forth in this Agreement. In connection with these services, Navitus will evaluate the status and performance of Client's pharmacy benefit program and advise Client on a regular basis of the results of such evaluation. Section 2.02. Implementation Services. Navitus will assign dedicated personnel to Client in order to implement the services provided under this Agreement. The Navitus implementation team will facilitate the implementation of all aspects of the Client pharmacy benefit program and will provide Client the following standard implementation services: (a) loading eligibility files that do not require conversion to be in Navitus' standard format; (b) encoding Client's Plan Guidelines within the Navitus information services and claims processing systems; (c) creating and encoding Client's Plan Guidelines within the Participating Pharmacy network active in the Navitus system; (d) initiating for Client a standard reporting package, without modification, from Navitus' standard report library; (e) implementing standard Navitus system edits; (f) producing standard laminated identification cards with Navitus logo, or providing files to Client for production of a combined identification card by Client; (g) enabling Client's connectivity through a virtual private network or file transfer protocol to Navitus' system; (h) implementing standard Prior Authorization guidelines required by Client (when prior authorization services are purchased without customization); and (i) producing standard prior authorization letters, from Navitus' standard library (when prior authorization services are purchased without customization). Section 2.03. Client Services. Navitus will assign to Client an account manager to direct Client's pharmacy benefit program following implementation. The account manager, assisted by pharmacists and other Navitus personnel, will respond to general inquiries and requests from Client's benefit group and will provide general support and consultative services related to Plan design, Covered Products utilization and charges, Participating Pharmacy network changes, Eligible Person communications and Formulary management and support. Section 2.04. Customer Service Call Centers. Navitus will maintain call centers, which will be accessible through a toll -free telephone line, responsible for responding to inquiries from Participating Pharmacies, other providers, and Eligible Persons regarding the services provided by Navitus under this Agreement. Call center personnel will respond to questions related to eligibility of individuals, Plan Guidelines, Deductible status, Coinsurance and Co -payment levels, maximum benefit status, direct reimbursement, and in the case of Participating Pharmacies, online adjudication instruction. Navitus' toll -free help line shall be available to Client and all Participating Pharmacies and Providers during Navitus' regular hours of business. Navitus customer service will be available twenty-four hours a day, seven days a week, excluding Christmas Day and Thanksgiving Day. Navitus reserves the right to change such hours of operation and Navitus shall notify Client and the Participating Pharmacies prior to any such changes; provided that any such changes will comply with applicable law. Section 2.05. Cardmember Materials. Navitus will provide and mail an identification card for each Cardmember, unless provided by a third party designated by Client or by Client directly. If Client elects to use a third party to provide the identification card or to provide it directly, the cost will be the responsibility of the Client. Navitus will also provide Direct Reimbursement Claim forms. Section 2.06. Pharmacy Network. Navitus has created and will maintain a network of Participating Pharmacies that will perform pharmacy services for Eligible Persons according to their Participating Pharmacy agreement. Although the composition of the Participating Pharmacy network may change due to the addition or withdrawal of specific Participating Pharmacies, Navitus will use Page 5 20-045-NS_PBM Services Agreement —FINAL 0 commercially reasonable efforts to ensure that the network includes Participating Pharmacies such that the network will provide reasonable access and availability to the Eligible Persons. (a) Listing of Participating Pharmacies. Navitus will make available an up- to-date list of Participating Pharmacies in its network on-line via its website. In addition, Navitus shall make printed versions of the list of Participating Pharmacies or relevant portions of the list available upon request to Eligible Persons through its Customer Service Call Center representatives. (b) Mail Service. Upon Client's request, Navitus will provide Client a mail service program through which the Mail Service Pharmacy will fill prescriptions for Eligible Persons and will mail such prescriptions to Eligible Persons subject to the terms set forth in Exhibit 2. (c) Specialty Pharmacy. Upon Client's request, Navitus will provide Client a Specialty Pharmaceutical program which provides a distribution channel for certain Covered Products that are generally biotechnological in nature, are given by injection, or otherwise require special handling. The Specialty Pharmacy will dispense Specialty Pharmaceuticals to Eligible Persons subject to the terms set forth in Exhibit 2. (d) Pharmacy Audits. Navitus shall maintain a pharmacy audit program, the criteria of which may be amended from time to time. The audit may be conducted by Navitus' internal auditors or its outside auditors at the Participating Pharmacy or at Navitus by a review of electronically submitted Claims. Any overpayments made to a Participating Pharmacy attributable to Client's Claims will be offset against future payments to that Participating Pharmacy or Non - Participating Pharmacy from Client's account. If offset is not available, then any overpayment recovered from the Participating Pharmacy will be promptly remitted to Client. Navitus will promptly use commercially reasonable efforts to recover any overpayment from a Participating Pharmacy or Non -Participating Pharmacy. Navitus will not be required to commence any litigation to recover any such overpayments if, in Navitus' reasonable discretion, it deems such actions not to be economically feasible. In addition, if Navitus commences litigation to recover such amounts, then all expenses incurred by Navitus with regard to such litigation may be offset against any amounts recovered. Section 2.07. Claim Processing. (a) General. Navitus will process Claims with dates of fill on or after the Go Live Date, through and including Claims with dates of fill up to and including the termination of this Agreement. Navitus will process all Claims according to the Prescription Pricing Schedule in Exhibit 2, Client's Plan Guidelines and HIPAA-required transaction code sets. Notwithstanding the foregoing, if Client requests that Navitus encourage a pharmacy to become a Participating Pharmacy by offering such pharmacy reimbursement rates that exceed the rates set forth in Exhibit 2, then Navitus shall use such revised reimbursement rates for such pharmacy; provided, however, Navitus may refuse to add pharmacies to its network if they do not meet Navitus' minimum credentialing criteria or are owned by, or under common control with, a direct competitor of Navitus. Navitus will review all contractual Claims transmitted by Participating Pharmacies and notify such providers on- line of the reason or reasons for denial of such Claims, including, but not limited to missing or erroneous information. Likewise, Navitus will report to submitting persons the status of all denied Direct Reimbursement Claims in accordance with applicable rules and regulations. Client will maintain an appeals process for review of Claims that have been denied by Navitus and appealed by an Eligible Person after such Eligible Person has exhausted available appeals processes maintained by Navitus. Subject to the terms and conditions herein, Client shall make the final Page 6 20-045-NS_PBM Services Agreement —FINAL r f~ determination regarding payment of all submitted Claims. Additionally, if Client notifies Navitus that an Eligible Person has a primary insurer other than the Plan, then Navitus will pay Claims for such Eligible Person as a secondary payor rather than as a primary payor. Navitus does not assume responsibility for establishing coordination of benefits filing order for subsequent coverages, nor responsibility for coordination of benefits investigational efforts, subrogation, or coordination with Worker's Compensation. Client hereby delegates to Navitus the authority, responsibility and discretion to (i) determine eligibility and enrollment for coverage under the Plan according to the information provided by the Client; (ii) make factual determinations and to interpret the provisions of the Plan to make coverage determinations on claims for Plan Benefits;(iii) conduct a full and fair review of each claim which has been denied as required by ERISA or other applicable law if ERISA does not govern; (iv) conduct the initial level of appeal determinations for all "Urgent Care," "Concurrent," "Pre -service," and "Post - service" claims (as those terms are defined in ERISA) and notify the Eligible Person or the Eligible Person's authorized representative of its decision. Client shall conduct final level(s) of appeal determinations for all "Urgent Care," "Concurrent," "Pre -service," and "Post -service" claims upon request by the Eligible Person following the initial appeal determination. Client will ensure that all summary plan description materials provided to Eligible Persons reflect this delegation. (b) Direct Member Reimbursement. Upon request, Navitus will provide an Eligible Person with a Navitus-approved claim form that must be used when submitting a Claim for reimbursement for Covered Products provided by a Participating or Non -Participating Pharmacy. When such a Claim is submitted on the approved form, Navitus will process the Claim according to the Plan Guidelines and in the amount approved by the Client for payment. The Claim forms should be sent to: Navitus Health Solutions LLC, P.O. Box 999, Appleton, Wisconsin 54912-0999, or such other address designated by Navitus upon written notice. Section 2.08. Collection of Deductible, Co -payment, or Coinsurance by Pharmacies. Navitus will contractually require Participating Pharmacies to collect from Eligible Persons or their representatives the amount of any applicable Coinsurance, Co -payment, or Deductible communicated by the online adjudication processing system prior to providing such persons any Covered Products to which such Eligible Person is or may be entitled. Navitus also will contractually require Participating Pharmacies to agree not to recover from Eligible Persons any unpaid balances due from Navitus and/or the Plan. Section 2.09. Client Claims File. Navitus will provide Client with an electronic file in Navitus standard format of all paid Claims for the Client prescription drug program on a monthly basis or such other time frame agreed upon by the parties. Such data may also be provided from time to time, at the request of Client, to a Client designee for purposes of assisting in the implementation and management of disease management programs or other programs desired by Client. Section 2.10. Clinical and Other Services. Navitus will provide Client and its Eligible Persons certain clinical and ancillary services to facilitate Eligible Persons' appropriate utilization of Covered Products. (a) Concurrent Drug Utilization Review. Navitus will provide concurrent on- line drug utilization review to Participating Pharmacies for all Claims submitted on-line. Participating Pharmacies transmitting Claims will receive advisory messages identifying potential drug interactions and other circumstances, which may be indicative of inappropriate drug utilization. Page 7 20-045-NS_PBM Services Agreement —FINAL 0 (b) Retrospective Drug Utilization Review. Navitus will retrospectively review previously approved Claims for potential fraud or abuse, and clinical appropriateness. Navitus will analyze Eligible Persons' drug profiles and review one or more specific therapeutic categories or issues. Automatic algorithms will be employed to identify Eligible Persons receiving the profiling and targeted drug therapy. Navitus also will contact Practitioners and Participating Pharmacies as needed to discuss therapeutic issues and to offer suggestions for alternative therapy. (c) Treatment Alternatives. Client agrees that consistent with the HIPAA Privacy Rule, Navitus may contact Eligible Persons to provide refill reminders or information about treatment alternatives, including, but not limited to, Brand and Generic drugs, or other health - related benefits and services that may be of interest to such Eligible Persons. In connection with these services, Navitus also may provide Participating Pharmacies and Practitioners information, electronic messaging, and communications about such alternatives and services. Client further agrees that Participating Pharmacies and Practitioners may contact Eligible Persons regarding refill reminders or information about treatment alternatives, provided that such action is not inconsistent with applicable medical standards of care or any limitation imposed by applicable law. (d) Prior Authorizations. Navitus will, as required by Client, confirm with Practitioners whether certain Covered Products are prescribed for medical conditions consistent with FDA -approved indications and labeling. In providing any or all such services, Navitus may rely upon information provided by the Eligible Person or such person's representative, the Practitioner, the dispensing pharmacist and other sources deemed reliable by Navitus. Navitus will not determine medical necessity or appropriateness of treatment, although Navitus may rely upon protocols established and maintained by its Pharmacy and Therapeutics Committee (consisting of pharmacists and physicians) based upon factors such as safety, availability, potential for misuse and cost in its review of Claims submitted for payment of such prescription drugs. The standard Navitus prior authorization list will be made available to Client along with Navitus-approved criteria for use. This list may change from time to time based upon the clinical determination of the Navitus Pharmacy and Therapeutics Committee and such changes will be communicated in advance to Client. Any customization or additions to the standard Navitus Prior Authorization list may result in additional fees payable to Navitus by the Client. Navitus will notify Client of the anticipated amounts of such additional fees, which will be reasonably determined promptly following receipt of Client's request for such customizations or additions, and the parties will negotiate in good faith regarding changes to the list and any accompanying additional fees. Client acknowledges that Navitus may suspend processing of Claims for Covered Products subject to Prior Authorization in the event the Practitioner fails to provide missing information necessary for the processing of such Claims in compliance with such protocols. (e) Formulary Management. Navitus shall provide a recommended drug formulary to Client. Client agrees to implement, administer, and cooperate with Navitus and to facilitate Eligible Persons' utilization of the Formulary. (f) Formulary Support Programs. Navitus will offer Client Formulary support programs intended to assist in the transition of Client's Eligible Persons from their current drug utilization mix to a new mix of utilized products that are therapeutically equivalent and are better aligned with the Navitus Formulary. (g) Treatment Decisions. Subject to Client's Plan Guidelines and the Prior Authorization process set forth in this Agreement, the decisions, in all circumstances, to prescribe Page 8 20-045-NS_PBM Services Agreement —FINAL and dispense any prescription drug shall be made solely by the prescribing physician or health care provider and the dispensing pharmacist, respectively. A Participating Pharmacy will not be deemed to be a representative, subcontractor, or agent of Navitus or Client based solely on this Agreement. (h) Ninety Day at Retail. Navitus will provide Client, should it so choose in Exhibit 2, a ninety (90) day at retail program through which retail pharmacies will fill prescriptions for Eligible Persons subject to the terms set forth in Exhibit 2. (i) Additional Services. In the event that Client requests Navitus to provide services other than those described herein including, but not limited to, special research projects, reports, consultative services (e.g., HIPAA compliance consultation), Navitus system changes to accommodate changes in Client's pharmacy program or system, or other tasks to be specifically performed for or on behalf of Client, Client shall pay to Navitus an additional charge as set forth in Exhibit 1 or as otherwise mutually agreed upon by the parties in writing before the services are provided. Section 2.11. Eligibility and Claim Files. Navitus will establish and maintain claim and eligibility files related to Eligible Persons and their Covered Product utilization. Maintenance of eligibility files (additions, terminations and updates) will be performed within two business days of Navitus' receipt of Client's, or designee's, submission of such additions, terminations, and updates to files, provided that the information received from Client or designee conforms with the specifications for such information reasonably requested by Navitus. Until expiration of such time period, Client or designee will remain responsible for all Claims submitted on behalf of such affected individuals. Section 2.12. Core Reports. Navitus shall prepare and deliver to Client core reports no later than 30 days from the close of the month or quarter, as applicable. Client will receive Navitus' Standard Report Package. "Navitus Standard Report Package" will include reports and data files generally available to Navitus' clients, with information necessary for Client to manage and oversee its Plan. Additional or customized reports shall incur costs to Client as described in Exhibit 1. Upon receipt of Client's request for an ad hoc report, the parties will negotiate in good faith to agree on a due date for such ad hoc report. Section 2.13. Fraud, Waste and Abuse. Navitus maintains a program to prevent, detect, and correct instances of fraud, waste, and abuse. Navitus evaluates Claims activity and patterns for Practitioners and Participating and Non -Participating Pharmacies for compliance with rules and regulations and adherence to Navitus standards. Where Navitus determines a potential or actual risk of non-compliance or non -adherence to Navitus standards or applicable law, Navitus may terminate Navitus' relationship with such entity, discontinue Claims processing, or apply other edits to Claims submitted, ordered, or prescribed by such entity to reduce or eliminate risk. Article III CLIENT RESPONSIBILITIES Section 3.01. Plan and Other Information. Client agrees to provide Navitus all information reasonably required by Navitus to fulfill its duties and obligations under this Agreement. Client agrees to review and analyze information provided by Navitus in a timely fashion and notify Navitus of any errors or omissions. Client represents and warrants that all information provided shall be true, Page 9 20-045-NS_PBM Services Agreement —FINAL 9 accurate and complete and consistent with the Plan benefits available to Eligible Persons. Navitus may rely on all information provided by Client in providing services hereunder. Section 3.02. Plan Guidelines. Client represents and warrants that its Plan Guidelines are true, accurate and complete descriptions of the pharmacy benefits available to Eligible Persons and acknowledges its status as the plan administrator for purposes of this Agreement. Client shall retain its discretionary authority to manage, control and interpret its Plan and may, at any time, alter or amend the Plan Guidelines, provided, Client notifies Navitus in writing of all such changes not less than 30 days prior to the effective date of any changes. Navitus will advise Client of the anticipated implementation dates of the proposed benefit changes, and the benefits that are implemented shall be deemed incorporated into this Agreement as of the date of implementation. Charges, as agreed upon by Navitus and Client in writing, for programming to implement any customized edits shall be borne by Client unless otherwise agreed by the parties. If Client modifies its Plan Guidelines in a manner that materially affects Navitus' duties, obligations or cost of performance under this Agreement, then at the request of Navitus, the parties will worts toward a mutually acceptable modification of this Agreement, including, but not limited to, adjustments to the administrative charges in Exhibit 1 or the Prescription Pricing Schedule in Exhibit 2 of this Agreement. If Client and Navitus are unable to agree upon mutually acceptable modifications of this Agreement, then a final and binding decision on the modifications shall be made by a third party acceptable to both parties. Section 3.03. Eligibility. Client or designee represents that each individual's eligibility for benefits is determined by reference to criteria in its Plan. Client or designee will provide Navitus eligibility information identifying each individual eligible for pharmacy benefits under Client's Plan. Such information shall include all information identified by Navitus so as to enable Navitus to process Claims in accordance with HIPAA and shall be provided in a mutually acceptable format. Client or designee will provide Navitus regular updates of subsequent changes in enrollment, including, but not limited to, changes in eligibility status, additions and deletions of Eligible Persons, and termination of benefits, together with the effective date of any such changes if such changes occur after the Effective Date. If Client or designee retroactively changes an Eligible Person's status under the Plan, Client shall be responsible for payment of all Claims related to such Eligible Person that are processed prior to Navitus processing the notification of the retroactive termination. Section 3.04. Eligible Person Authorizations and Consents. Client represents and warrants that it has or shall obtain the Eligible Persons' consents and authorizations if required for the services provided in connection with this Agreement and for Protected Health Information to be released to Client if so required. Section 3.05. Contract Administrator. If Client appoints a Contract Administrator, Client represents and warrants that the Contract Administrator is and shall be authorized to act as Client's agent and representative on any and all matters in connection with this Agreement, including, but not limited to (a) additions, deletions, and modifications of eligibility listings provided to Navitus; (b) payment to Navitus of claims, services and fees; (c) plan design and coverage decisions; and (d) the provision and receipt of contractually required or permitted notices. Client acknowledges and agrees that Navitus shall be entitled to rely upon any and all such acts and omissions by Contract Administrator and, further, that any and all such acts and omissions shall be binding upon Client. Article IV FORMULARY PROGRAM AND REBATES Section 4.01. Cooperation. Client agrees to approve the Formulary and to allow Navitus to communicate with, and make available, Formulary -related literature to, Participating Pharmacies, Page 10 20-045-NS_PBM Services Agreement —FINAL Practitioners and Eligible Persons. Client agrees to cooperate with Navitus in the maintenance of the Formulary and to facilitate Eligible Persons' utilization of the Formulary. Navitus may modify the Formulary from time to time subject to Client's approval, as a result of factors described above and when new therapeutic agents become available. Final decisions on the Formulary for Client's plan shall be made by Client. Section 4.02. Rebate Submissions. Client further agrees that, consistent with the HIPAA Privacy Rule, Navitus will submit Eligible Persons' Protected Health Information to pharmaceutical manufacturers in exchange for Rebates. Client acknowledges that Rebates are intended to be paid only once by manufacturers on Covered Product utilization and agrees not to participate in any other formulary, Rebate or discount program related to Covered Product utilization by Eligible Persons in connection with this Agreement. Client agrees that if any manufacturer's audit reveals that Client has submitted Covered Product utilization in a duplicitous manner to pharmaceutical manufacturers for purposes of Rebates or calculating Rebates, then Client shall be solely responsible for the reimbursement of any Rebates improperly made based on such utilization and Navitus may terminate Client's participation in the Rebate program. Section 4.03. Rebate Calculations. Navitus will calculate Client's share of Rebates on Covered Products. Client's share of Rebates will be in proportion to its pharmacy utilization of Covered Products as compared to all other Navitus clients with similar Plans, and as specified by the criteria established by the pharmaceutical manufacturer. Client will then be eligible to receive 100% of this amount on a Pass -Through basis. Any claims for which Navitus is unable to submit and collect rebates (e.g. 3406, GPO pricing, hospital or government pharmacies), including any claims that may qualify for rebates under any government program (e.g. Managed Medicaid rebate discounts), are not eligible for Rebates. Claims submitted directly by Eligible Persons may not be eligible for Rebates. Client acknowledges that its eligibility to receive payments for Rebates may change over time due to changes in laws governing prescription drug pricing (including Rebates), or changes in Navitus' contracts with pharmaceutical manufacturers. Client agrees that Navitus shall not have any liability or obligation to Client or its Eligible Persons for any failure by any manufacturer to pay any Rebates, any breach of an agreement related to the transactions contemplated by this Agreement by any manufacturer, or any negligence or willful misconduct of any manufacturer. Section 4.04. Payment of Rebates. Navitus will pay Client Rebates on a Pass -Through basis. Navitus' payment to Client for Rebates will be on a quarterly basis and will include Client's portion of any Rebates collected and validated for accuracy during the applicable calendar quarter. Navitus agrees to pay Client its portion of received rebates within 30 business days following the end of each calendar quarter in which such amounts are received, after final audit and validation of accuracy. Client acknowledges and agrees that it will not have a right to interest on any Rebate payments received by Navitus, or to other manufacturer monies received by Navitus and not directly attributable to Covered Product utilization of Eligible Persons. Amounts due and owing Client in connection with such Rebates may be offset by Navitus against Client's overdue, outstanding balances if such balances are not paid and funds are not available when due. Article V COMPENSATION; CLAIMS BILLINGS AND PAYMENTS Section 5.01. Compensation. Client acknowledges that it has had an opportunity to review Navitus' qualifications and services in relation to the marketplace and Client's Covered Product expenditures and has determined the reasonableness of Navitus' compensation in connection with the services provided under this Agreement. Client further acknowledges and agrees that Navitus, and third parties contracted to Navitus, may retain interest earnings not in excess of market rates Page 11 20-045-NS_PBM Services Agreement_FINAL �C'AO pending clearance of electronic transfers and checks in connection with the payment of Covered Product claims under this Agreement. Section 5.02. Payments to Navitus. Client agrees to pay Navitus the administrative charges as set forth in Exhibit 1 to this Agreement. Client also agrees to fund the payment of Covered Product Claims in accordance with the Prescription Pricing Schedule in Exhibit 2 to this Agreement and all applicable gross receipts, provider, sales, use and similar taxes. Client assumes all financial responsibility for funding the payment of Covered Product Claims submitted to Navitus with regard to Client's Eligible Persons, whether by Participating Pharmacies or Eligible Persons. Navitus will invoice Client for Claims at the amount Navitus pays for those Claims. (a) Timing of Payment. Navitus will submit invoices to Client between one and three days after the end of each invoice cycle, and Client agrees to pay Navitus for amounts owed thereunder within two business days after the date of invoice. Alternatively, upon Client's request and Navitus' consent, Client may advance to, and maintain with, Navitus an amount equal to the sum of one month's estimated Covered Product Claims and one month's estimated administrative charges (or such other amount agreed upon by the parties) not later than 15 days prior to the Go Live Date. If Client maintains such an amount with Navitus, payment in full will be due 15 days after the date of invoice, instead of two days from the date of the invoice as set forth above. Client agrees that Navitus may retain any interest on these advances. (b) Payment Methodology. The parties will cooperate in good faith to establish a mutually agreed upon methodology for ACH transfers related to payments as identified by Client during implementation of the services hereunder where either Client or Navitus will initiate ACH transfers from Client's account to Navitus when due. Client shall be solely responsible for depositing funds and verifying that the account has sufficient funds to pay Covered Product Claims and Navitus' administrative charges. Client acknowledges and agrees that Navitus' account(s) into which money from Client's bank account is transferred may contain money from one or more other clients that have engaged Navitus to provide administrative services and further agrees that once such money is withdrawn from Client's Account, it is no longer a Plan asset. Client agrees that Navitus may retain any interest on these advances. Section 5.03. Failure to Make Funds Available. In the event that for any reason funds are not available on the date due and Client fails to provide the required funds within one business day after that failure is brought to the attention of Client, Navitus may (a) cease providing services hereunder or (b) terminate this Agreement immediately. Navitus also may provide notice of such termination or cessation of services to Participating Pharmacies and Eligible Persons. In the event that Client has at any time failed to make funds available to pay claims for Covered Products or has failed to pay fees to Navitus, in addition to any other remedies, Navitus will have the right to offset any unpaid amounts against any amounts owed to Client by Navitus, or any entity affiliated with Navitus. Section 5.04. Collections; Interest. Client shall be responsible for all costs and expenses of collection of amounts due from Client to Navitus, and enforcement of judgments, and agrees to reimburse Navitus for such costs and expenses, including reasonable attorneys' fees. All amounts remaining due and owing to Navitus 45 days after the date due to Navitus shall bear interest in accordance with Chapter 218, Florida Statutes, also known as the "local government Prompt Payment Act," until paid in full. The rights and remedies set forth in this paragraph are in addition to other rights and remedies available to Navitus under law or in equity. Page 12 20-045-NS_PBM Services Agreement —FINAL r Article VI TERMINATION Section 6.01. Mutual Agreement. This Agreement may be terminated at any time, with ninety (90) days' notice, by mutual written consent of the parties. Section 6.02. For Cause. (a) Either Client or Navitus may terminate this Agreement, at any time, upon not less than 60 days' written notice if: (1) the other party makes an assignment for the benefit of creditors, is the subject of a voluntary or involuntary petition for bankruptcy or is adjudged to be insolvent or bankrupt, or a receiver or trustee is appointed for any portion of its property; or (2) the other party commits a Material Breach of this Agreement, unless the breach is cured prior to the expiration of such notice; or (3) a change in law occurs, as provided in Section 11.08 of this Agreement. (b) Navitus may terminate this Agreement immediately, in accordance with Section 5.03 of this Agreement. Section 6.03. Effect of Termination; Other Remedies. Termination of this Agreement shall not affect Client's financial responsibility for Covered Product claims and Navitus' administrative charges pertaining to the period prior to termination. A party's right to terminate this Agreement shall not be exclusive of any other remedies available to such party under this Agreement, at law or in equity. Section 6.04. No Consent; Notice to Third Parties. This Agreement may be terminated without the consent of, or notice to, any Eligible Person, any Participating Pharmacy or other third parties. Notwithstanding the foregoing, Navitus may advise Participating Pharmacies and pharmaceutical manufacturers of a pending or actual termination of this Agreement. Section 6.05. Run -Out Period. Client shall continue to assume full responsibility for the funding of Covered Product Claims incurred prior to the effective date of termination of this Agreement and for the payment of Navitus' administrative charges. Client's obligation for payment for these services will continue as long as claims are being processed by Navitus, not to exceed a run -out period of 90 days on the effective date of termination. Administrative service fees for the run -out period will be based on per -transaction charges, calculated on the basis of the actual transactions related to the actual administrative service fees incurred in the last full month prior to the termination of this Agreement. Navitus will return to Client any unapplied deposits, overpayments or advances previously received from Client within 30 days following such run -out period. Article VII LIABILITY, INDEMNIFICATION, AND WARRANTY Section 7.01. Limited Warranty. Navitus warrants that it will perform the services described in this Agreement in accordance with the practices and standards generally established in the pharmacy benefits management industry. Navitus also guarantees that Claims will be processed with at least 99% accuracy based upon number of Claims processed. Except as expressly set forth herein, Navitus makes no representation or warranty of any kind whatsoever, express or implied, and expressly disclaims any and all such warranties, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose with respect to the products or services provided hereunder. Navitus does not warrant that its services will be uninterrupted or error free. Page 13 20-045-NS_PBM Services Agreement —FINAL CA Section 7.02. Role of the Parties. Client acknowledges that Navitus will administer Client's Plan on behalf of Client. Navitus does not underwrite or insure liability of Client in connection with its prescription drug benefits, and Client retains the ultimate responsibility and final authority for its Plan. For purposes of applicable state and federal legislation, Client is, and shall be deemed, the Plan sponsor of any applicable prescription drug benefit. Nothing in this Agreement is intended by the parties, or shall be construed, to confer upon Navitus the status of a fiduciary of Client or any benefit plan maintained by Client as "Plan fiduciary" is defined under applicable law. The parties agree Navitus is not a fiduciary, except to the extent Navitus exercises discretion with regard to the services provided hereunder. Section 7.03. Insurance. Navitus agrees, at its sole expense, to maintain commercial general liability insurance coverage in amounts not less than $1,000,000 per occurrence and $2,000,000 in aggregate. Navitus also agrees to maintain errors and omissions insurance with coverage of $5,000,000 in aggregate and security and data (cyber liability) insurance with coverage of $5,000,000 in aggregate. Finally, Navitus will maintain any Workers' Compensation insurance required by applicable law. Client must be named as "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The Certificate of Holder shall be named as "Collier County Board of County Commissioners". The Certificate of Insurance must state the contract Number or specific project description or must read: For any and all work performed on behalf of Collier County. Section 7.04. Limitation of Liability for Covered Products. (a) Client agrees and acknowledges that the services provided by Navitus herein are not intended to substitute for or supplement the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other health care professionals in prescribing, dispensing, or suggesting pharmaceuticals or other products. (b) Navitus shall under no circumstances be liable (regardless of the basis for the action) to Client, any Eligible Person, or consumers of pharmaceutical products for any damages, injuries, losses, claims, costs, or lawsuits, including any attorney's fees, arising from any actions, failure to act, or violations of any applicable standard of care or applicable law by pharmacies, pharmaceutical manufacturers, pharmaceutical distributors, or any health care providers arising out of the sale, compounding, dispensing, manufacturing, or use of any prescription product, medical supplies, or services in connection with this Agreement. Section 7.05. Limitations of Liability. (a) In no event shall Navitus' total liability for the entire term of this Agreement, regardless of the cause or form of action upon which any such liability is based, exceed the greater of: (i) the amount of any applicable liability covered by Navitus' insurance coverage; or (ii) the lesser of: (1) the actual and direct damages incurred by Client or Page 14 20-045-NS_PBM Services Agreement —FINAL 9 (2) the total administrative charges paid or to be paid to Navitus during the first year of this Agreement. (b) In no event shall either party be liable to the other party for any indirect, special, incidental, consequential, or punitive damages or lost profits, arising out of, or related to, the performance of this Agreement or a breach of this Agreement, even if advised of the possibility of such damages or lost profits. (c) Any claim for negligence or other tort liability arising out of, or related to, this Agreement, even if a breach is the result of acts or omissions that may arguably be characterized as negligence or other tortious conduct must be brought as a claim for breach of contract rather than as a claim for tortious conduct. (d) Any controversy or claim arising out of, or relating to, this Agreement, regardless of the basis of the claim, must be filed within the applicable statute of limitations or one year after the date on which the factual basis for the claim is known or should have been known using reasonable diligence, whichever time period is shorter. Failure to file such a claim within that time period shall bar a party from asserting that claim. Section 7.06. Indemnification. Subject to the other limitations in this Article VII and in consideration of Client's covenants, representations and warranties in this Agreement, Navitus agrees to indemnify, defend and hold Client harmless from any and all actions or claims arising from a material breach by Navitus of this Agreement. Notwithstanding the foregoing, to the maximum extent required by law, Navitus shall not be required to indemnify Client for any claims related to matters for which Client is required to indemnify Navitus as set forth below. In consideration of Navitus' covenants, representations and warranties in this Agreement, to the extent permitted by law, Client agrees to indemnify, save, defend and hold Navitus harmless from any and all actions or claims arising from (a) a material breach by Client of this Agreement; (b) Client's plan design; (c) Client's coverage decisions. Navitus also will not be responsible for the payment of fraudulent claims or filling of fraudulent prescriptions if the fraud is committed by an Eligible Person, or any party other than Navitus. The above indemnifications shall survive termination of this Agreement. A party seeking indemnification hereunder will promptly notify the indemnifying party of any claim subject to indemnification hereunder. Such party will reasonably cooperate with the indemnifying party in such defense. The foregoing indemnification by the Client shall not constitute a waiver of its sovereign immunity beyond the limits set forth in Section 768.28, Fla. Stat., nor shall the same be construed to constitute agreement by the Client to indemnify Navitus for any willful or intentional acts or omissions. Article VIII COMPLIANCE WITH LAW Section 8.01. Compliance. Navitus agrees to comply with all applicable state and federal regulations, rules and laws, including, but not limited to, those related to the licensure and registration of third party administrators, HIPAA, and ERISA, if applicable to Client's Plan. Client acknowledges that if its Plan is an employee welfare Plan for purposes of applicable state or federal law, Client is responsible for its own activities and duties (such as its duties as Plan Administrator) in connection with its Plan. Client acknowledges and agrees that it is responsible for disclosing to Eligible Persons all benefit information legally required to be disclosed, including information related to the calculation of Coinsurance, Co -payments, and Deductibles; coverages and exclusions; eligibility requirements; and Rebates it receives in connection with this Agreement. Client will not identify or represent Page 15 20-045-NS_PBM Services Agreement_FINAL CAO Navitus as a Plan administrator or a named fiduciary of Client's Plan as those terms are used in state or federal law. Section 8.02. Business Associate Agreement. The parties acknowledge that they have signed, or are signing contemporaneously with this Agreement, Exhibit 3-Business Associate Agreement in compliance with HIPAA. Article IX RECORDS; CONFIDENTIALITY Section 9.01. Maintenance of Records; Audits. Navitus agrees that it will provide Client with access to all of its records; contracts with drug manufacturers; participating pharmacies, and any subcontractor and such other book and records as may be reasonably required to audit Navitus performance under this Agreement. Navitus agrees to maintain true and correct books and records of Client's Covered Product expenditures in the standard Navitus format and for a period of not less than seven years from the date payment is made. Client may audit such books and records, using an auditor and methodology that is selected by Client, provided that an auditor may not be a competitor of Navitus or an affiliate of a competitor, and Client shall reasonably consider input provided by Navitus related to the auditor and methodology used. Client may audit such books and records upon reasonable prior written notice and during Navitus' normal business hours consistent with privacy and other limitations of applicable federal and state laws, rules and regulations and the provisions of this Agreement. Client may only audit periods of service not more than 18 months prior to the date of such audit. The parties shall require any third -party auditor to execute a confidentiality agreement in a form that is reasonably acceptable to both parties, and which contains provisions intended to protect each party's Confidential Information that are substantially the same as the provisions set forth herein. Any release to the other party of records and data reviewed during such audit, whether electronically or in any other mutually agreeable format, will be in accordance with the terms of this Agreement and applicable law. Notwithstanding the foregoing, Navitus acknowledges that state and federal rules, regulations and laws will govern audits conducted by regulatory agencies with jurisdiction over Client's Plan. Navitus shall keep all records and supporting documentation, which concern or relate to the Agreement for a minimum of five (5) years from the date of termination of this Agreement or such longer period as may be required by law, whichever is later, pursuant to Florida Public Records Law Chapter 119 and comply with specifically those contractual requirements in 119.0701(2)(a)- (b) as follows as applicable: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Navitus must specifically comply with the Florida Public Records Law as applicable to: Page 16 20-045-NS_PBM Services Agreement_FINAL e 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Navitus does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of Navitus or keep and maintain public records required by the public agency to perform the service. If Navitus transfers all public records to the public agency upon completion of the contract, Navitus shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Navitus keeps and maintains public records upon completion of the contract, Navitus shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Section 9.02. Use and Disclosure of Protected Health Information. Client acknowledges that Protected Health Information will be obtained by Navitus and such Protected Health Information will be obtained from and/or distributed to Client, Participating Pharmacies, the Mail Service Pharmacy, Specialty Pharmacies, and Eligible Persons' Practitioners for drug utilization review and other purposes related to the services provided in connection with this Agreement. Subject to the remaining provisions of this Agreement and to the terms of the Business Associate Agreement, Client hereby permits Navitus to use and disclose such PHI in performance of its duties and obligations in connection with this Agreement. Client grants Navitus permission during and after the term of this Agreement to use de -identified Protected Health Information for quality improvement projects and the development of clinical programs. Such projects and programs may be included in services provided to prospective and existing clients. Navitus shall retain full ownership rights over all resultant data, subject to Section 9.03(c), infra. Notwithstanding anything else in this Agreement, Navitus will not sell any PHI to any third party without Client's permission. Section 9.03. Confidential Information. (a) Definition. "Confidential Information" means non-public information, in any form, medium, or format that a party disclosing the information (a "Disclosing Party") discloses to another party hereunder (a "Receiving Party") unless the Disclosing Party expressly designates such information as not being confidential. "Confidential Information" includes, without limitation: (i) financial, customer, product, technical, and business information, including, but not limited to, financial statements, strategic plans, intellectual property, customer lists and other customer information, marketing plans, business plans, product plans, software, forms, processes, strategies, service methods, personnel information, trade secrets, pricing and know-how; (ii) any confidential information of a third party used by, held by, or otherwise in the possession of a party; and (iii) any protected health information or other information protected by HIPAA or any other state or federal law. Page 17 20-045-NS_PBM Services Agreement_FINAL e (b) Protection of Confidential Information. Client and Navitus agree to take all reasonably necessary steps to protect and not to disclose the other party's Confidential information (as defined below) to any third party, during or after the termination of this Agreement, and shall not use the Confidential Information of another party hereunder, except (a) as specifically contemplated by this Agreement; (b) with the other's prior written consent; (c) as required by local, state or federal law, rule or regulation, including any judicial or administrative interpretation thereof; or (d) to the extent such information becomes generally available to the public, through no action or fault of the Receiving Party. (c) Use after Termination. Client and Navitus shall cease using the other parties' Confidential Information upon termination of this Agreement; provided, however, that Navitus may retain records and use information as set forth herein, and each Receiving Party may retain Confidential Information for back-up, legal, and archival purposes, provided that such retained Confidential Information shall remain subject to the terms and conditions of this Agreement, and provided that the Confidential Information shall be destroyed or returned as soon as reasonably practicable. (d) Disclosures to Third Parties. Each Receiving Party shall not disclose or communicate, or permit the disclosure or communication of any such Confidential Information to any third party without the prior written consent of the Disclosing Party and a written agreement with such third party. Such written agreement will include terms substantially the same as those set forth in this Agreement. Each Receiving Party shall also take reasonable and prudent steps to avoid the inadvertent or intentional disclosure or misuse of any Confidential Information by any of its current or former directors, officers, employees, agents, or affiliates ("Representatives"); provided, however, that it may disclose Confidential Information to its Representatives for the sole purpose of complying with its obligations under this Agreement, subject to the confidentiality obligations herein. (e) Injunctive Relief. Each party acknowledges that a breach or threatened breach of this Section of this Agreement may cause immediate and irreparable harm to the Disclosing Party. To protect against such harm, the Disclosing Party may seek from a court of competent jurisdiction the issuance of a restraining order or injunction to prohibit any threatened disclosure or misuse of the Disclosing Party's Confidential Information. Such an action for a restraining order or injunction is in addition to and does not limit all other remedies provided by law or in equity or by agreement between the Parties. (f) Ownership of Information. All Confidential Information is and shall remain the property of the Disclosing Party. Disclosure of Confidential Information by the Disclosing Party to the Receiving Party does not grant to the Receiving Party any express or implied right to the Disclosing Party's Confidential Information. (g) Legal Process. In the event a Receiving Party is served with any subpoena or other legal process requiring or purporting to require the disclosure of any Confidential Information of the Disclosing Party, the Receiving Party shall promptly notify the Disclosing Party in writing and shall reasonably cooperate with the Disclosing Party and its legal counsel so that the Disclosing Party may seek a protective order, confidential treatment or other appropriate remedy to the extent deemed appropriate by the Disclosing Party. If the Disclosing Party elects not to seek or is unsuccessful in obtaining any such protective order or other remedy, then the Receiving Party may disclose such Confidential Information to the extent legally required. Section 9.04. Conflicts of Interest. Upon Client's request and consistent with Navitus' transparent business model, Navitus will share with Client: (a) the existence of organizational arrangements, if Page 18 20-045-NS_PBM Services Agreement_FINAL 9 any, that could potentially create a conflict of interest in making clinical or financial decisions; (b) sources of revenue as they relate to the Client's contract; and (c) the pricing structure for pharmacy benefit management services including rebate structure and administrative fees. Article X DISPUTE RESOLUTION PROCEDURES Section 10.01. Resolution of Disputes. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Navitus with full decision -making authority and by Client's staff person who would make the presentation of any settlement reached during negotiations to Client for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Navitus with full decision -making authority and by Client's staff person or designee who would make the presentation of any settlement reached at mediation to Client's Board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44,102, Fla. Stat. Notwithstanding the foregoing, except for actions requesting immediate injunctive relief, no lawsuit or other adverse proceeding may be commenced until such Mediation has ended, and all such disputes where immediate injunctive relief is not requested will be determined in accordance with below. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Article XI MISCELLANEOUS Section 11.01. Notices. Communications in the ordinary course of performance of this Agreement, including communications regarding payment, may be conducted by any reasonable means, including, but not limited to, telephone, facsimile, or electronic mail. Any formal notice to be given in connection with this Agreement must be in writing and will be deemed to have been given and effective if and when sent by: (a) personal delivery or commercial courier; (b) certified or registered mail, return receipt requested with overnight or two-day guaranteed delivery, postage prepaid; (c) electronic mail message, where delivery is confirmed by recipient; or (d) a nationally recognized overnight delivery service, and addressed to: Navitus Health Solutions, LLC Attn: David Fields President & CEO 361 Integrity Dr. Madison, WI 53717 Phone: 608-729-1500 Fax: 608-729-2527 Client: Collier County Board of County Commissioners, FL Attn: Jeff Walker, Director of Risk Management Division 3311 Tamiami Trail East Naples, Florida 34112 Phone: (239) 252-8906 Email: Jeff.Walker@colliercountyfl.gov Page 19 20-045-NS_PBM Services Agreement —FINAL OAO With a copy to: Navitus Health Solutions, LLC Attn: General Counsel 361 Integrity Dr. Madison, WI 53717 E-mail: Legal@Navitus.com Either Client or Navitus may change its address for receipt of such notice by providing like written notice to the other party. Section 11.02. Entire Agreement This Agreement, its Exhibits, the Plan Guidelines and any other documents incorporated by reference constitute the entire and complete understanding between the parties regarding the subject matter hereof and supersede all discussions, representations, proposals, offers, counteroffers, and writings between the parties that may have occurred before entering into this Agreement. There are no other agreements or undertakings, written or oral, in effect between the parties relating to the subject matter herein. Section 11.03. Force Majeure. The performance obligations of Navitus or Client respectively hereunder shall be suspended to the extent that all or part of this Agreement cannot be performed due to causes that are outside the control of such party. Without limiting the generality of the foregoing, such causes include acts of God, acts of a public enemy, acts of any person engaged in a subversive or terrorist activity or sabotage, wars, fires, floods, earthquakes, explosions, strikes, slow -downs, freight embargoes, market fluctuations, pricing generally available to Navitus, and comparable causes. The foregoing shall not be considered to be a waiver of any continuing obligations under this Agreement, and as soon as said conditions abate sufficiently to allow the resumption of operations, the party affected thereby shall fulfill its obligations as set forth under this Agreement. Section 11.04. Exclusivity. Client agrees that Navitus shall be the exclusive provider to the Client of the type of administrative services described in this Agreement. The Parties will mutually agree upon the Mail Service and Specialty Pharmacies, which will generally not include any entity owned by a direct competitor of Navitus unless otherwise agreed. Section 11.05. Intellectual Property. Except as expressly otherwise provided herein, Navitus retains all rights, title, and interest in and reserves the right to use and control the use of its intellectual property rights in its assets including, but not limited to, its software, reporting packages, user documentation, operations, procedures, and trademarks and service marks. Client agrees not to use any such items except as expressly allowed under this Agreement and also not to refer to Navitus or its trade name or marks in any publication without the prior written approval of Navitus. Section 11.06. No Third -Party Beneficiaries. This Agreement is not intended, and shall not be construed, to create third -party beneficiary rights in any person, including, but not limited to, any pharmacy or other provider or Eligible Person. Section 11.07. Governing Law. This Agreement shall be governed by and construed in accordance with applicable federal laws, rules and regulations, including PPACA, ERISA (if applicable) and HIPAA. To the extent such laws, rules and regulations do not apply or are not controlling, the internal laws of the State of Florida will govern all claims arising out of or relating to this Agreement regardless of the basis of any such claims. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought Page 20 20-045-NS_PBMServices Agreement_FINAL r �� in the appropriate federal and state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Section 11.08. Change in Law. In the event of any change in federal, state or local laws, rules or regulations, including any judicial or administrative interpretation thereof, which materially alters the rights, duties, obligations or cost of performance of either party under this Agreement, the parties will work in good faith toward mutually acceptable modifications of this Agreement, which may include, but are not limited to, changes in benefit design and drug coverage. To the extent that these modifications agreed to by the parties vary the cost of performance, the parties will negotiate in good faith toward the adjustment of the administrative charges to reflect this variation. If Client and Navitus have worked in good faith, but are unable to agree upon mutually acceptable modifications, then either Client or Navitus may terminate this Agreement upon not less than 60 days' prior written notice. Section 11.09. Relationship of Parties. This Agreement is not intended, and shall not be construed, to create any relationship between Client and Navitus other than that of independent contractors. Neither Client nor Navitus shall be construed to be the agent, partner, employee, fiduciary or representative of the other, and neither party shall have the right to make any representations concerning the duties, obligations or services of the other except as consistent with the express terms of this Agreement or as otherwise authorized in writing by the other party. Section 11.10. Changes to Pricing Methodology. At any time during the term of this Agreement, upon an industry -wide event or industry -wide circumstance outside Navitus' control that makes necessary or desirable a conversion of pricing methodology with respect to AWP and/or wholesale acquisition cost pricing and discounts, Navitus may request, upon 30 days' notice to Client, to convert the pricing methodology used under this Agreement and set forth in Exhibit 2, to another payment methodology that is economically equivalent, as reasonably determined by Navitus. However, if the nature of the industry -wide event or circumstance makes a 30-day notice unfeasible, Navitus shall give notice as soon as reasonably possible. Navitus shall review the need for the conversion, the details of the conversion, and its economic equivalency with Client, and shall not implement the conversion without the prior written approval of Client, which approval shall not be unreasonably withheld; provided, however, that Navitus may implement such change in pricing methodology, immediately, if it reasonably determines that there is no other way to process Claims hereunder. Section 11.11. Amendment; Waiver. This Agreement may be amended or modified solely through a writing signed by authorized persons on behalf of both parties. The failure of either party to insist upon the strict observation or performance of any term or provision of this Agreement or to exercise any right or remedy will not impair or waive any such right or remedy or constitute a waiver of any subsequent breach of the same term or provision or any other term or provision hereof. Section 11.12. Effect of Invalidity In the event a provision of this Agreement is rendered invalid or unenforceable by state or federal statute or regulations or declared null and void by any court or agency of competent jurisdiction, that provision will be deemed stricken, and the remaining provisions of this Agreement will remain in full force and effect. Section 11.13. Assignment. No party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the other party's prior written consent, which shall not be unreasonably qualified or delayed. Any attempted assignment without that consent shall be void. Notwithstanding the forgoing, Navitus may assign this Agreement to any parent company or affiliate. Page 21 20-045-NS_PBM Services Agreement —FINAL 9 Client encourages and agrees with Navitus extending the pricing, terms and conditions of this Agreement to other governmental entities at the discretion of Navitus. Section 11.14. Construction. This Agreement will be construed and interpreted neutrally and without regard to the party that drafted it. The headings in this Agreement are used solely for the purpose of convenience and will not be considered in the construction of any provision in this Agreement. ARTICLE XII NOTICE REGARDING AUTOMATIC RENEWAL Section 12.01. Term of Agreement; This Agreement is effective as of the Go Live Date above and will continue in full force and effect for a period of three (3) years ("Initial Term"). After the Initial Term has ended, this Agreement may renew upon the written consent of Navitus and Client for two (2) additional subsequent one-year periods (each, a "Renewal Term"). Any additional Renewal Terms shall be subject to termination rights as otherwise provided in this Agreement. Section 12.02. Deadline and Action Required to Decline Renewal. This Agreement will not renew for a Renewal Term if Client notifies Navitus or Navitus notifies Client of its intent not to renew this Agreement at least 90 days before the end of the then -current term. If declining renewal, the party declining renewal shall notify the other party in writing by (a) regular U.S. mail, registered or certified mail; or (b) electronic email. Section 12.03. Increase in Administrative Fees. As provided in Exhibit 1, "ADMINISTRATIVE SERVICES FEE SCHEDULE," attached hereto, at the beginning of the second full year of the Agreement and at the beginning of each full year thereafter, whether in the Initial Term or a Renewal Term, the amount of the administrative charge may increase by 3% for inflation and other business -related expenses, upon presentment in writing of the reason the request is being made (i.e. market conditions, increase in CPI, etc.). Additionally, after the Initial Term or any Renewal Term for which administrative fees have been expressly set forth in this Agreement, Navitus may change the administrative fees hereunder upon not less than 90 days prior written notice to Client. If any revision in the administrative fees is not acceptable, then Client shall so notify Navitus in writing not less than 60 days prior to the expiration of the 90-day notice period. In the event the parties cannot agree on the compensation adjustment on or before the expiration of the 90-day notice period, then Client may terminate this Agreement upon 60 days written notice to Navitus, provided such termination shall not be effective until after the end of the 90-day notice period. (Signature page to follow) Page 22 20-045-NS_PBM Services Agreement_FINAL 9 IN WITNESS WHEREOF, the parties have entered into this Agreement on the day first written above by an authorized person or agent. Collier County Board of County Commissioners By: Burt L. Saunders Chairman Date: 6-C)3 - Z ATTEST: Crystal K. Kinzei, Clerk of Court A Meas!o For nd ality: Deputy County Attorney Print Name Variables: Navitus Health Solutions, LLC By: Name:_ DA41 D tr= L 4- Title: KW DONT 3 C96 Date: TOME 3 ,1646 Navitus Witnesses: tr TnDr V-) TTyp Tint t wiinameT SecPd Witness TType/print witness nameT "Cardmember" will / [strike one] include retired employees. Contract Administrator: None or Name: _,_,Jeff Walker, Director of Risk Management Division_. Page 23 20-045-NS_POM Services Agreement —FINAL Exhibit 1 ADMINISTRATIVE SERVICES FEE SCHEDULE Client agrees to pay Navitus an administrative fee of $2.13 per Eligible Person per month; provided that the monthly administrative fee will not be less than $9,372 (the "Minimum Monthly Administrative Fee"). The administrative fee does not include fees for certain additional charges, described below. The administrative fee will include the following services, which are all set forth more fully in the Agreement: Services Additional Fees (per Member per month ("PMPM"), unless noted otherwise Implementation & Plan Set-up Pre -Implementation Claims Analysis. Included Pre -Implementation Guided Discovery Included Requirements Approval Process Included Dedicated Implementation Project Manager Included Status and Communication Frequency - Weekly Included Pre -Implementation and Go -Live Staffing Included Dedicated and Secure Client Web Portal Included Post -Implementation Review Included Program Consultation and Customization Included Standard Coordination of Benefits (COB) Included Member Fulfillment Member ID Card Production Member ID Card Mailing Member ID Card Replacement The proposed administrative fee assumes Client's carrier will produce and mail initial enrollment ID cards and handle ongoing maintenance. Navitus offers a comprehensive member fulfillment service and would welcome the opportunity to provide competitive pricing for this service, if requested Claims Management Point -of -Service Claims Processing Included Direct Member Reimbursement (paper claims) Included Manual Pharmacy -Submitted Claims Processing Included Eligibility Management Included Pharmacy Network Services Navitus Network Management Included Pharmacy Network Credentialing & Compliance lincluded Mail Service Program Management lincluded Page 24 20-045-NS_PBM Services Agreement —FINAL 9 Specialty Program (Navitus SpecialtyRx) Clinical Included Management Copay True- specialty copay assistance program Included Maximum Allowable Cost (MAC) Program Administration Included Pharmacy Reimbursement Included Pharmacy Provider Compliance Audits: • Routine compliance audits facilitated through Included correspondence/telephonic interviews • Expanded Pharmacy Auditing Services Optional - Client -specific audits will result in additional fees to be determined based on the extent of he audit -Prescribing Set-up cost of $5,000 per Client, up o $0.145 fee per eligibility transaction (transaction fees subject o change). Navitus will waive the 5,000 set-up fee if the client implements e-Prescribing upon start up of full PBM services. Notwithstanding the foregoing, if Navitus' provider of e-prescribing services, increases the amount that it charges Navitus for e-prescribing provided to Eligible Persons under his Agreement, then Navitus may increase the amount that it charges Client for e-Prescribing hereunder by he amount of such increase, provided Navitus gives Client written notice of any such price increase. Pharmaceutical Care Incentives Program Optional Pharmacy Provider Communications — including quarterly Included newsletter, pharmacy panel meetings, client implementation communications Data Services Navitus Standard Claims Data File Export Included Standard Client Reports, including Web -based access via Included Navi-Gate® for Plan Sponsors Online Access to Navitus claims system for eligibility Included: Up to two seat licenses*; purposes and claims review, if required. each additional seat license costs $440 annually (*Unused licenses will be inactivated.) Navi-Gate 3D Online Reporting Include: Up to three seat licenses*, each additional seat license costs $800 annually (*Unused licenses will be inactivated.) Page 25 20-045-NS_PBM Services Agreement —FINAL 9 Custom Ad Hoc Report Creation $150 per programming hour Flexible Eligibility Format Flat File & EDI Eligibility Feeds Included Accumulator (Deductible & MOOP) Included Client Services Client Services Executive Support Included Clinical Account Executive Support Included Consultative Review Includes up to quarterly in -person consultative review at Client's office Operational Meetings Includes up to monthly operational meetings as mutually agreed upon by Client and Navitus (via conference call unless otherwise agreed). Health Fair & Employee Meeting Support Included- support of one event per year, as mutually agreed upon by Client and Navitus Customer Care Integrated Call Center with LIVE Representative Service: Member & Pharmacy Help Desk Included Pre -Implementation and Go -Live Staffing Included Secure Member Web Portal (Navi-Gate® for Members) Included Formulary and Rebate Services Navitus Formulary Management Included P&T Committee Review & Support Included Pharmaceutical Manufacturer Contracting and Management Included Safety, Drug Price and Volume Management Online Concurrent DUR Included Administrative/Non-Clinical Prior Authorization Included Clinical Prior Authorization Included Electronic Prior Authorization Optional — pass through of vendor transaction costs plus administrative fees First -level appeal for Claim re -determinations. $75 per Claim. Additional reviews by Independent Review Organizations (IROs) will be passed through at the cost of the review plus Navitus' then -current fee or handling such appeals. Page 26 e 20-045-NS_PBM Services Agreement —FINAL External Reviews Navitus will coordinate the external review process using an Independent Review Organization (IRO). All costs incurred by Navitus with regards to IRO reviews will be passed through to Client at the amount incurred (without mark-up), plus an administrative fee of $175 per appeal and, upon Client's request, Navitus will provide documentation supporting such costs. Navitus will arrange for reviews by IRO, when necessary using criteria established by Navitus and Client. Client understands that IRO review pricing is subject to change, and upon request Navitus ill provide Client with updated pricing for IROs after Navitus receives it from the IROs. Step Therapy Care and Quantity Limits Included Retrospective DUR - Safety (RDUR) • Controlled Substance Monitoring • Multi -Prescriber Included Multi -Prescription • Expanded Fraud, Waste & Abuse • Duplicate Therapy Enhanced RDUR (Cost Programs) • Generic Alternatives Management Optional Enhanced RDUR programs • Lower Cost Rx Alternatives Management are conducted on an effort -by -effort • RxCents Tablet Splitting basis and measured through a Pay- • Dose Consolidation or -Performance (P4P) model, which is executed with no up -front risk to Client. Navitus executes the programs at its expense, and the Client pays Navitus 25% of plan savings, based on actual achieved savings. Prescriber Insights (Prospective DUR) Examples may include, but are not limited to: Optional — additional $0.05 PMPM • Opiod Dispensing Rate • Generic Dispensing Rate Optional- $1,000 per data report, per • Cost Per Prescription request Health Management Programs Page 27 20-045-NS_PBM Services Agreement —FINAL ;CAo Respiratory Health Program — includes two clinical Optional - $0.05 additional PMPM intervention mailings per year, per selected program(s). (Asthma or COPD program) Clients may choose from the following: Optional - $0.08 additional PMPM • Asthma Program (both Asthma and COPD programs) • COPD Program • Both Asthma and COPD Programs Optional - $1,000 per data report, per request Pharmacoadherence — program includes four mailings per Optional - $0.09-$0.12 additional year. Clients may choose from a subset of chronic disease PMPM, depending upon scope and states. For example: number of disease states targeted • Hypertension • Cholesterol Optional - $1,000 per data report, • Oral Diabetics per request BlueStar® Mobile App for Type 2 Diabetes Optional Propeller@ - digital health platform; supports respiratory Optional health management (COPD, asthma) • Mobile app • On -device sensor • Patient management services for member care teams First -Fill Report - includes quarterly drug list updates Optional- annual fee of $4,900 reviewed by Navitus clinicians Client preference of automated oral oncology or on - demand version of the First Fill report Primary Medication Nonadherence Report - monthly Optional- annual fee of $4,900 report; includes disease states, such as: • Hypercholesterolemia • Depression • Asthma • COPD Page 28 20-045-NS_PBM Services Agreement —FINAL 9 cation Therapy Management (MTM) Program offers: • Guaranteed client customizable CMR Completion Rates • Unique targeting with focus on CMRs, Stars and intervention outcomes • Telephonic delivery model providing patient privacy and multi-lingual support • Full support of the Data Validation process • Clinical and Quality focus, with customizable and scalable programs • Regulatory expertise — Compliant with CMS Guidelines • Supports the Part C Star Measures • All member and prescriber outreach fulfilled, documented, and retained • Weekly member qualification • Prioritized Interventions and Patient Outreach • Extensive Monthly, Quarterly, and Annual reporting In the Standard MTM Program Model, Navitus will work with the client to determine which targeting criteria and alerts the client desires. Further, we will work with the client to establish a CMR Rate that the client would like to achieve and then work within the program to ensure the client will meet the guaranteed CMR completion rate. ease Management via Navitus SpecialtyRx - For mple: Growth Hormones Hepatitis C Multiple Sclerosis Rheumatoid Arthritis ional - Pricing as agreed upon I parties prior to implementation. ncluded Included" items above represent all-inclusive services for a highly functional pharmacy benefit >rogram. Additional fees may apply if higher intensity management is desired. Navitus will fully iisclose any impact on pricing for more aggressive management, while consulting with Client to ietermine the value of product inclusion, customization, intensity level change, and potential nember impact. With close client collaboration, Navitus will consider risk/reward financial arrangements aligned with trend management and program performance. Page 29 20-045-NS_PBM Services Agreement —FINAL 9 Exhibit 2 PRESCRIPTION PRICING SCHEDULE General. Client acknowledges that the discount rates and dispensing fees set forth below are target discounts established for the pricing distribution channels necessary to meet access requirements. Client acknowledges that 100% of the pricing will be passed through to Client from the participating pharmacies. Navitus agrees to negotiate to achieve or exceed these target rates. Any discounts obtained by Navitus that exceed the targets stated below will be passed through to Client. It is acknowledged by both parties that individual contracts may vary from the targeted rate based upon negotiation. Navitus will deliver the entire value of the proposed network reimbursement terms and manufacturer rebates, including all upside performance. In accordance with a full pass - through model, the financial performance of overage in one area can be used to offset a shortfall in another area. This will be limited to the retail network, mail service, and manufacturer rebates. Should a shortfall occur after applying this methodology, Navitus will place 25% of its administrative fees at risk, in total, to compensate Client for any shortfall or missed guarantee. Navitus passes through all pharmacy discounts to Client. Navitus does not assess network fees or any other forms of revenue from the pharmacies that participate in its network. Navitus will pass through the amount paid to the participating pharmacy, which will be the same amount that is invoiced Client. The network guarantees are representative pharmacy reimbursement amounts (including AWP discount and MAC) and dispensing fees. Under the Navitus transparent, full pass -through model, Client pays the actual reimbursement rate (discounts and dispense fees) paid to the pharmacy from which the Claim originates, less the Member copay or coinsurance. The contracted discount for each participating pharmacy will vary, causing the actual reimbursement paid to each participating pharmacy to be greater or less than the guarantees identified. Guarantees represent the average performance of all participating pharmacies. AWP/WAC pricing for all Claims is based on the 11-digit National Drug Code (NDC) as of the date of service, and as reported and verifiable by Medi-Span, a national pricing source. Medi- Span is Navitus' only source of drug pricing data and is utilized for all Claims adjudication. Mail order Claims less than 35 days' supply may be subject to retail rates and included with retail guarantees. For applicable guarantees to be in effect, the following conditions apply: a minimum of 1,000 Claims per pricing component (Retail Generic Discount, Retail Generic Dispensing Fee, etc.) each annual reporting period, an average days' supply of at least 83 days in the aggregate for mail order Claims, and use of the Navitus Select Formulary. Guarantees are subject to change in response to formulary and/or plan design changes. Navitus will manage the pharmacy network, will determine which pharmacies are to be included in the network, and will negotiate all pharmacy pricing and terms. Network participation will vary, and Navitus does not guarantee the number of participating pharmacies. Network discounts and fees will exclude Claims originating from Massachusetts, Georgia, Hawaii, Alaska, Puerto Rico, or any U.S. Territory. In addition, Claims originating from non- traditional participating pharmacies are excluded. Non-traditional participating pharmacies include long -term -care pharmacies, assisted living facility providers, home infusion Page 30 20-045-NS_PBM Services Agreement —FINAL 9 providers, military/government pharmacies, rural pharmacies, Indian Tribal pharmacies, specialty pharmacies, pharmacies deemed by Client as necessary to include in the network but which do not meet Navitus discount or credential standards, and pharmacies that hold a direct agreement with Client Network rates are subject to change if more than 5% of Claims originate from Massachusetts, Georgia, Hawaii, Alaska, Puerto Rico, any U.S. Territory, or rural pharmacies. Additional exclusions from retail network discounts include compound Claims, Coordination of Benefit (secondary) Claims, 340B Claims, vaccination Claims, pharmaceutical care incentive (PCI) Claims (if applicable), subrogation Claims and Member submitted Claims. The specialty guarantees are applicable for specialty pharmacy Claims originating at Lumicera Health Services as the exclusive, mandatory specialty pharmacy provider. For the specialty guarantees to be in effect, a 10% generic dispensing rate (GDR) minimum is required through Lumicera in a reporting period. The pricing is based on the assumption that brand drugs will be converted to their appropriate AB -rated generic equivalents. Lumicera's pricing model is a first -in first -out (FIFO) net acquisition cost, plus patient management fee (PMF), plus shipping fee model. Lumicera does not use a traditional discount off AWP price methodology for pricing of specialty pharmaceuticals but will report to Client the performance based on discount off AWP. Navitus does not include certain drugs like HIV and transplant meds in its specialty guarantees. These drugs are high discount drugs and can inflate specialty discount rates. Navitus recommends that these drugs be dispensed through the retail channel because of the support by local centers of excellence through relationships developed among providers, pharmacies, and patients. For reconciliation purposes the full ingredient cost of each Claim, prior to Member Co - payment, will be used. Claims with Plan paid zero will not be discounted at 100%. Navitus reserves the right to modify pricing for certain exclusive Generics based on the demands of the marketplace and in the best interests of the Client. Retail 30 Day pricing applies to a supply of Covered Products between 1 and 83 days. Retail 90 day pricing applies to a supply of Covered Products for 84 or more days. A. Network Rates. Reimbursement for each Branded Covered Product, not requiring compounding, dispensed by a Participating Pharmacy will be based upon the lower of (1) AWP, less an average of the applicable percentage in the below table, plus an average dispensing fee of the applicable dispensing fee in the below table; (2) such pharmacy's Usual and Customary Price; or (3) the amount submitted by the pharmacy. Reimbursement for each Generic Covered Product dispensed by a Participating Pharmacy will be the lower of (1) the Navitus MAC plus a dispensing fee, if applicable; (2) each Participating Pharmacy's respective contracted price for such Covered Product, including a discount plus a dispensing fee; (3) such pharmacy's Usual and Customary Price; or (4) the amount submitted;. The average effective discount performance for generic Covered Product is AWP minus the applicable percentage in the below table plus an average dispense fee of the applicable dispensing fee in the below table. Discount off of AWP Dispensing Fees Guarantees Guarantees Page 31 20-045-NS_PBM Services Agreement —FINAL :�,i Pharmacy Type Brand/ 2021 2022 2023 2021 2022 2023 Generic Retail 30 Day Brands 18.40% 18.50% 18.60% $0.75 $0.73 $0.71 Retail 30 Day Generics 82.00% 82.100% 82.20% $0.75 $0.73 $0.71 Retail 90 Day Brands 21.90% 22.00% 22.100% $0.00 $0.00 $0.00 Retail 90 Day Generics 86.75% 86.85% 86.95% $0.00 $0.00 $0.00 Mail Order Brands 23.00% 23.00% 23.00% $0.00 $0.00 $0.00 Mail Order Generics 88.00% 88.10% 88.20% $0.00 $0.00 $0.00 Specialty On average, for specialty products Combined 19.50% 19.60% 19.70% $0.00 $0.00 $0.00 dispensed through Lumicera Health Services B. Rebates. Navitus guarantees that during the First Renewal Term of this Agreement rebates per Brand Covered Product will meet or exceed the following: Retail 30 Retail 90 Mail Special Per Brand Claim 2021 1 $145 $356 $356 $1,062 Formulary Rebate guarantees are based on and are contingent upon Client's primary Claims and use of the Navitus Select or Traditional Formulary. Grandfathering Rebate guarantees apply after an implementation-grandfathering period, prior to Client's full use the Navitus Formulary. Pharmacy and Claim Exclusions Rebate guarantees exclude Claims for which Navitus is unable to submit and collect rebates (e.g., 340B, long -term -care facilities, hospital -inpatient pharmacies, FSS pharmacies, GPO pricing), including Claims that may qualify for rebates under a government program, such as claims covered by managed Medicaid. Rebate guarantees exclude Claims where, after meeting the deductible, the Member's cost -sharing amount under the applicable benefit plan requires the Member to pay more than 50% of the Claim cost. Rebate Per -Brand -Claim Calculation Navitus agrees to pass 100% of rebates and fees to the plan. Rebate guarantee calculations exclude the following Brand products: vaccines, diabetic syringes and lancets, medical injectables and devices, generically named products, compounded medications or the medication components used to compound, and non -legend drugs designated as over-the-counter (OTC), excluding diabetic test strips. For purposes of calculating the Rebate guarantee, Retail channel assumes a 1-83 day supply and Retail 90 84+ day supply. Retail 90 and Mail are in aggregate for calculation of the guarantee. Post Patents Rebate guarantees are based on implementation of Navitus' post -patent agreements (e.g., Adderall XR). For purposes of the rebate guarantees, levothyroxine-containing products (e.g., Page 32 20-045-NS_PBM Services Agreement —FINAL e Synthroid) are considered Generic products. Post -patent rebate guarantees are subject to change based on market dynamics and could impact the rebates. Short -Term Market Event Assumptions Rebate guarantees are based on the assumption that albuterol products (Ventolin, ProAir, Proventil) will have AB -rated generics in the near future. Navitus may reasonably adjust the rebate guarantees to reflect the impact of such events if they do not occur as anticipated. Long -Term Market Event Assumptions If any of the following occur, rebate guarantees may be changed by Navitus upon notice to Client: a) A plan design change or formulary customization directed by Client that materially impacts the economics of the rebate arrangement b) A change in government legislation that materially impacts the economics of the rebating process between pharmaceutical manufacturers and Navitus c) A product that is unexpectedly introduced to the market and has a material, adverse impact on the rebate arrangement d) Material changes to rebate agreements with manufacturers for rebates of Branded drugs e) A change in the Brand/Generic or product mix that materially impacts the number of available branded and rebated products f) Client's minimum prescription volume falls below 150 qualifying Brand Claims in any respective, stated channel (e.g., mail, retail-90, specialty) per quarter g) The average day supply of Claims or the number of Claims varies by at least 5% from the data provided. Navitus reserves the right to revise rebate guarantees if lower -net -cost products become available or if manufacturers materially lower their list prices. Likely examples include, but are not limited to, approval of biosimilar agents, generic specialty products, hepatitis C price decreases, and lower -net -cost diabetic testing supplies. The quoted rebate guarantees assume an exclusive Brand insulin formulary strategy. If an Authorized Generic (AG) or co -preferred formulary strategy is adopted, rebate guarantees will be revised to reflect the associated lower rebate discounts. Specialty Specialty minimum rebates guarantees are defined by the specialty drug, regardless of channel used, and are inclusive of limited -distribution drugs (LDD). Specialty rebate guarantees are contingent on historic hepatitis C utilization and any decline or lower -net -cost products may impact rebates. Page 33 20-045-NS_PBM Services Agreement —FINAL Exhibit 3 BUSINESS ASSOCIATE AGREEMENT "Following this page, attached hereto" Page 34 20-045-NS_PBM Services Agreement_ FINAL 9 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida ("Covered Entity") and Navitus Health Solutions, LLC, ("Business Associate"), effective as of this at0day of S %J) , , 2020 (the "Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, create and use Protected Health Information ("PHI") that is confidential under state and/or federal law; and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Regulations"); the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and other applicable state and federal laws, all as amended from time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and $reach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules"; and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are met by this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement, the parties agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act, as applicable unless otherwise defined herein. 2.Oblijzations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of (i) performing Business Associate's obligations under Exhibit A of this Agreement ("Exhibit A") and as permitted by this Agreement; or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Associate may Use PHI (i) for the proper management and administration of Business Associate; and (ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the Page 1 of 9 9 proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1) and (3), including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity, provided that with respect to any such Disclosure either: (i) the Disclosure is Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by Exhibit A and this Agreement. C. Compliance with SecurityProvisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.3 10 and technical safeguards as required by 45 CFR § 164.3 12; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.3 16; and (iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.504(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). e. Dujy to Mitigate. Business Associate agrees to mitigate, to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to Exhibit A shall he provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons, through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall Page 2 of 9 ED report to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (but not later than five (5) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity, and (ii) any action pertaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HITECH Act, then Covered Entity shall comply with the requirements of Section 3.b below. b. Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors, Business Associate shall (i) investigate such unauthorized acquisition, access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five (5) days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach, or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Exhibit A, and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Ri hg is of Individuals. a. Access to PHI. Within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity, to an Individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the event that any Individual requests access to PHI directly from Business Associate in connection with a routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR § 164.524; and (ii) in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the extent an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall Page 3 of 9 n provide such individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the Individual so chooses, transmit such copy directly to an entity or person designated by the Individual. Business Associate may charge a fee to the individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR § 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR § 164.524, as amended by the HITECH Act. C. Amendment of PHI. Business Associate agrees to make any reasonable and appropriate amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual, information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten (10) days of Covered Entity's request. Such accounting must he provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any six (6) month period; however, a reasonable, cost -based fee may be charged for subsequent accountings during that period if Business Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, the Individual is afforded an opportunity to withdraw or modify the request and charging such fee is not otherwise contrary to law. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. e. Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations, as applicable. Such accounting shall comply with the requirements of the HITECH Act. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting Individual with a list of all business associates acting on behalf of Covered Entity, then Business Associate shall provide such accounting directly to the requesting Individual in the time and manner specified by the HITECH. Act. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity shall, to the extent necessary to comply with such restriction, provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall, upon receipt of such notification, not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity Page 4 of 9 0 shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522. 6. Remuneration and Marketing. a. Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service that encourages recipients of the communication to purchase or use the product or service, unless such communication: (I) complies with the requirements of subparagraph (i), (ii) or (iii) of paragraph (1) of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the requirements of subparagraphs (A), (B) or (C) of Section 13406(a)(2) of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary related to Covered Entities PHI. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary. To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPAA or the HITECH Act. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its relationship with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations Page 5 of 9 0 under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, Business Entity may terminate its relationship with Covered Entity. C. Automatic Termination. This Agreement will automatically terminate, without any further action by the parties hereto, at such time as there are no longer any Service Agreements by and between the parties hereto. d. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually agreed upon format and timeframe. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons as specified in the HITECH Act. 11. Amendment, The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. 12. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Effect on Underlying Arran egement. In the event of any conflict between this Agreement and any underlying arrangement between Covered Entity and Business Associate, the terms of this Agreement shall control. 14. Survival. The provisions of this Agreement shall survive the termination or expiration of any underlying arrangement between Covered Entity and Business Associate. 15. Interpretation. This Agreement shall he interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws. 16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. 17. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail, postage prepaid, facsimile transmission, e-mail or personal or courier delivery: Page 6 of 9 0 If to Covered Entity: Collier County Government Center 3301 Tamiami Trial E. Naples, FL 34112 Attn: Risk Management Director Telephone no: 239-252-8461 Facsimile no: 239-252-8048 If to Business Associate: Navitus Health Solutions, LLC 361 Integrity Dr. Madison, WI 53717 Attn: Compliance Officer Telephone no: 608-298-5763 Facsimile no: 608-298-5863 18. Indemnification. The Business Associate shall indemnify and hold harmless Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from and against any claim, cause of action, liability, damage, cost or expense (including reasonable attorney's fees) arising out of or directly relating to any non -permitted disclosure of Protected Health Information or other material breach of this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subcontractor of Business Associate. Notwithstanding the foregoing, Business Associate shall have no liability for any loss, expense, damage, or injury arising from Business Associates relying on information provided by Covered Entity or the act or omissions of Covered Entity. 19. Miscellaneous. a. Severabilily. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supercedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. d. Counterparts, Facsimile. This agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. Page 7 of 9 0 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first set forth above. COVERED ENTITY: Print Name: Title: r2%a/� rj'1G-,�«,i �3•-r�f��/ BUSU ESS ASSOCIAT By: Utz V--L ju—� Print Name: DAJ►:� W. tr"ELQ5 Title: -PRES►DE TAT S CEO First Witness: n tort Witness (Si(g � n I%� IM Print Nam I 11 O ► ' Second Witness: / �b Witness (Signature) Print Name: A ro ed as to fo nd gality Scott each, Deputy County Attorney Page 8 of 9 c ate EXHIBIT A The following services to be performed by Business Associate require Business Associate to access, create and use PHI on behalf of Covered Entity in accordance with the Agreement: Pharmacy Benefit Management Services Page 9 of 9 0 NAVITUS HEALTH SOLUTIONS, LLC (T032824) Website will be DOWN Today 5:00 - 8:00 PM Central Time for Scheduled Maintenance. Search Search for: Advanced Search navitus health Name Availability Search Records Corporate Records Result of lookup for T032824 (at 5/27/2020 2:55 PM ) NAVITUS HEALTH SOLUTIONS, LLC You can: File an Annual Resort - Request a Certificate of Status - File a Registered Agent/Office Update Form Vital Statistics Entity ID Registered Effective Date Period of Existence Status Status Date Entity Type Annual Report Requirements Addresses T032824 01 /31 /2002 PER Organized Request a Certificate of Status 01 /31 /2002 Domestic Limited Liability Company Limited Liability Companies are required to file an Annual Report under s. 183.0120, WI Statutes. Registered Agent C T CORPORATION SYSTEM Office 301 S BEDFORD ST STE 1 MADISON , WI 53703-3691 File a Registered Agent/Office Update Form https://www.wdfi.org/... 24&hash=1691007178&searchFunctionID=aflOcce3-Ob60-4b07-951f-d5ceeebf3afc&type=Simple&q=navitus+health[5/27/2020 3:56:40 PM] NAVITUS HEALTH SOLUTIONS, LLC (T032824) Principal Office 361 INTEGRITY DRIVE MADISON , WI 53717 UNITED STATES OF AMERICA Historical Information Annual Reports Year Reel Image Filed By Stored On 2020 000 0000 online database 2019 000 0000 online database 2018 000 0000 online database 2017 000 0000 online database 2016 000 0000 online database 2015 000 0000 online database 2014 000 0000 online database 2013 000 0000 online database 2012 000 0000 online database 2011 000 0000 online database 2010 000 0000 online database 2009 000 0000 online database 2008 000 0000 online database 2007 000 0000 online database 2006 000 0000 online database 2005 111 1111 paper image 2004 000 0000 online database 2003 000 0000 online database IM -.I_ ••- o. I - 0 LIJ Certificates of None Newly -elected Officers/Directors Old Names Change Date Name Current I NAVITUS HEALTH SOLUTIONS, LLC I I 08/08/2003 I DEANPOINT, LLC I https://www.wdfi.org/... 24&hash=1691007178&scarchFunctionlD=aflOcce3-Ob60-4b07-951f-d5ceeebf3afc&type=Simple&q=navitus+health[5/27/2020 3:56:40 PM] NAVITUS HEALTH SOLUTIONS, LLC (T032824) Chronology 05/23/2003 1 TOUCHPOINT ADMINISTRATIVE SERVICES, INC. Effective Date Transaction Filed Date Description 01/31/2002 Incorporated/Qualified/Registered 02/01/2002 ***RECORD IMAGED*** 05/23/2003 Certificate of Conversion 05/29/2003 FROM TYPE 01 Old Name = TOUCHPOINT ADMINISTRATIVE SERVICES, INC. 08/08/2003 Amendment 08/14/2003 Old Name = DEANPOINT, LLC 02/03/2004 Change of Registered Agent 02/03/2004 FM516-E-Form 06/29/2005 Change of Registered Agent 06/29/2005 FM 516 2005 03/28/2006 Change of Registered Agent 03/28/2006 FM516-E-Form 03/18/2011 Change of Registered Agent 03/18/2011 FM516-E-Form 05/27/2014 Change of Registered Agent 06/03/2014 07/22/2014 Change of Registered Agent 07/22/2014 Bulk Filing 03/09/2017 Change of Registered Agent 03/09/2017 OnlineForm 5 05/10/2017 Change of Registered Agent 04/26/2017 Bulk Filing 01 /07/2019 Change of Registered Agent 01 /07/2019 OnlineForm 5 Order a Document Copy https://www.wdfi.org/... 24&hash=1691007178&searchFunction1D=afl0cce3-060-4b07-951f-d5ceeebt3afc&type=Simple&q=navitus+health[5/27/2020 3:56:40 PM] 7 A`R " CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 02/25/2020 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 have ADDITIONAL INSURED provisions or be endorsed. If 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 lieu of such endorsement(s). PRODUCER MARSH USA, INC. 445 SOUTH STREET MORRISTOWN, NJ 07962-1966 Attn: morristown.certrequest@marsh.00m Fax 212-948-0979 CONTACT NAME: - PHONE FAX A/c No E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A; Evanston Insurance Company 35378 CN1 01 315715-NAVIU-GUPL-20-21 INSURED NAVITUS HEALTH SOLUTIONS, LLC INSURER B : 361 INTEGRITY DRIVE INSURER C : INSURER D : MADISON, WI 53717 INSURER E : INSURER F : niVrr nnonaa991-17 RFVISInKl MI IMRFR• 5 IiVYCRMV GJ 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 LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDD/YYYY LICY EFF MM/L D//YYYY Y EXP LIMITS A X COMMERCIALGENERALLIABILITY SM934975 03/01/2020 03/01/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR X❑ DAMA E TO RENTED PREMISES Ea occurrence) $ 500,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ Included P RO- LOC X POLICY ❑ JECT OTHER: AUTOMOBILE LIABILITY(Ea acl NED identSINGLE LIMIT c $ BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTYDAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- STATUTE ER E.L. EACH ACCIDENT $ AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUE � (Mandatory In NH) N / A` E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Evidence of coverage. GtIt I u-ILA I C 11VLUCI[ Navitus Health Solutions, LLC 361 Integrity Drive Madison, WI 53717 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee M_CLNAJA4D .,: '�Nr4.k4-KAAa u- lJ-IUOO-ZU 10 FA%iUr%.l ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ® CERTIFICATE OF LIABILITY INSURANCE A�10/30//2019 Y) DATE(M019 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 have ADDITIONAL INSURED provisions or be endorsed. If 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 lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 300 S. Riverside Plaza, Suite 1500 Chicago IL 60606 CONTACT NAME: PHONE 312-704-0100 a No : 312-803-7443 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURERA: Indian Harbor Insurance Company 36940 INSURED NAVIHEA-01 Navitus Health Solutions, LLC 1801 West Beltline Highway INSURER B : AIG Specialty Insurance Company 26883 INSURER C Madison WI 53713 INSURERD: INSURER E : INSURER F RFVIRI0N NIIMRFR- 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. ILTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ GEN'L PRODUCTS - COMP/OP AGG $ POLICY PRO ❑ LOC JECT OTHER: AUTOMOBILE LIABILITY dentED SINGLE LIMIT (Ea accident, $ BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED H NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION PER OTH- STATUTE ER E.L. EACH ACCIDENT $ AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - EA EMPLOYEE $ OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) NIA E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below A B Cyber Liability MTP000013701 023019056 11/1/2019 11/1/2019 11/1/2020 11/1/2020 Aggregate/Per Claim Retention: $15,000,000 $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER Ii HIY IiCLLM I IVIY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Evidence of Insurance AUTHORIZED REPRESENTATIVE 1 4 —,—,/ Z -.,/, _a lJ 1y00-LU ID P"'Wrk" ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD A� " CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03111 /2020 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 have ADDITIONAL INSURED provisions or be endorsed. If 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 lieu of such endorsement(s). PRODUCER MARSH USA, INC. 445SOUTH STREET CONTACT NAME: PHONE FAX No. E-MAIL ADDRESS: MORRISTOWN, NJ 07960-6454 INSURERS AFFORDING COVERAGE NAIC # INSURER A : TDC Specialty Insurance Company 34495 CN1 01 315715-Navit-E&O-20-21 INSURED Navitus Health Solutions, LLC INSURER B : INSURER C 361 Integrity Drive Madison, WI 53717 INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-009761376-10 REVISION NUMBER: 7 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 LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYW POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL G ENERALLIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE( RENTED PREMISESSEa occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ GEN'L POLICY PROJECT ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑N N/A E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Managed Care E&O MCP-00082-20-02 03/01/2020 03/01/2021 LIMIT: 15,000,000 SIR: 150,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EVIDENCE OF COVERAGE CERTIFICATE HOLDER CANCELLATION NAVITUS HEALTH SOLUTIONS, LLC 361 INTEGRITY DRIVE MADISON, WI 53717 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee �t aLut+o►.: © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD