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HomeMy WebLinkAbout2017-528-E HR - Envision Pharmaceutical Services, LLC for pharmacy benefits DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement") is made effective the 1st day of July, 2017, by and between Orange County Government ("Covered Entity"), and Envision Pharmaceutical Services, LLC, ("Business Associate"). Covered Entity and Business Associate may be referred herein individually as a "Party" or collectively as the "Parties". This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the Administrative Simplification provisions," direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time(the"HIPAA Security and Privacy Rule"); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business Associate may be considered a"Business Associate" of Covered Entity as defined in the HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred to as the"Service Agreement(s)"); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties. I` I. DEFINITIONS (a) Service Agreement. Agreement(s) for services affected by this HIPAA Business Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby incorporated by reference, and which shall be taken and considered as a part of this document the same as if fully set out herein: Pharmacy Benefit Management Services Agreement (b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts 160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule, as amended,the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule,the provisions of this Agreement shall control. 1 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A (c) Electronic Protected Health Information. Protected Health Information that is transmitted by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule). (d) Protected Health Information. "Protected Health Information" shall have the same meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation `Electronic Protected Health Information." Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form,including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. (e) Required by Law. "Required by Law" shall have the same meaning as the term in 45 CFR§ 164.103. II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose Protected Health Information other than as permitted or required by this Agreement, the Service Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered Entity under the HIPAA Security and Privacy Rule, Business Associate shall comply with the applicable provisions of the HIPAA Security and Privacy Rule as if such use or disclosure were made by Covered Entity. Business Associate agrees to comply with Covered Entity's policies regarding the minimum necessary use or disclosure of Protected Health Information. (b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Service Agreement(s), this Agreement or as Required by Law. This includes the implementation physical, technical and administrative safeguards to prevent use or disclosure of Protected Health Infoiiiiation other than as peiliiitted in this Agreement or Required by Law and reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of training and sanctions of members in its workforce. (c) Assurances. Business Associate agrees to provide Covered Entity with written assurances that any Protected Health Infomuation placed on any type of mobile media, including, but by no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with guidance issued by the Secretary. (d) Agents and Subcontractors. Business Associate shall require any agents, including any subcontractors, to whom it provides Protected Health Information from Covered Entity that is created, received, maintained or transmitted on behalf of Business Associate to agree by written contract with Business Associate to the same (or greater) restrictions, conditions and requirements that apply to Business Associate with respect to such information, and to agree to implement reasonable and appropriate safeguards to protect any of such information that is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or omissions do not cause Business Associate to breach the teams of this Agreement. (e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable, any haunful effect that is known to Business Associate of a use or disclosure of Protected Health 2 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach,provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity's Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than ten (10) calendar days of such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 C.F.R. § 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to an Individual's permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of the Secretary, will comply with any investigations and compliance reviews,permit access to information, and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business assessment of any kind. (i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic Transaction Rule. (j) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an audit of Business Associate's compliance with this Agreement, HIPAA, and HITECH. Such audit may consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate shall promptly and completely respond to Covered Entity's requests for information in support of the audit, which shall not be conducted more than once annually except in cases of an actual or reasonably suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or HITECH. Each Party shall bear its own costs associated with the audit. (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission's Red Flag Rules. (1) HITECH Compliance. Business Associate shall: A. Not receive, directly or indirectly, any impermissible remuneration in exchange for Protected Health Information or Electronic Protected Health Information, except as permitted by HITECH§ 13405(d) or the HIPPA Regulations; 3 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH§ 13406 and the HIPPA Regulations; C. To the extent required under HITECH § 13404,fully comply with the applicable requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected Health Information; D. To the extent required under HITECH § 13401, fully comply with 45 CFR §§ 164.308, 164.310, 164.312,and 164.316; E. To the extent required under HITECH §§13401 and 13404, comply with the additional privacy and security requirements that apply to Covered Entities in the same manner and to the same extent as Covered Entity is required to do so; and F. To the extent required under the HIPPA Regulations, comply with the privacy and security requirements that apply to Business Associates. (m) State Privacy Laws. Business Associate shall understand and comply with state privacy laws to the extent that such privacy laws are not preempted by HIPPA or HITECH. III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE (a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity described in the Service Agreement, provided that such use or disclosure would not violate the HIPPA Security and Privacy Rule if it were made by Covered Entity or would not violate the Covered Entities minimum necessary policies. (b) Other Uses of Protected Health Infonuation. Except as otherwise limited in this Agreement,Business Associate may use Protected Health Information within its workforce for the proper management and administration of Business Associate not to include Marketing or Commercial Use and to carry out the legal responsibilities of Business Associate; and (c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that if Business Associate discloses any Protected Health Information to a third party for such purpose, the Business Associate shall enter into a written agreement with such third party requiring the following: A. Disclosure only as Required by Law; or B. Business Associate obtains reasonable assurances from the person to whom the infouuation is disclosed that the information will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality, integrity, and or availability of the Protected Health Information has been breached immediately upon becoming aware. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as peuuitted by 45 CFR§ 164.504(e)(2)(i)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate's affiliates or contractors except 4 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s) identified in Section I(a) of this Agreement. (f) Covered Entity Authorization for Additional Uses. Any use of Protected Health Information by Business Associate, its affiliate or Contractor, other than those purposes of this Agreement, shall require express written authorization by the Covered Entity, and a Business Associate Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to, Marketing, as defined by 45 CFR§ 164.503 or the sharing for Commercial Use or any purpose construed by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal or state laws. (g) Business Associate may de-identify Protected Health Information only at the specific direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health Information except at the direction of Covered Entity and in compliance with the requirements of the HIPAA Security and Privacy Rule. IV. AVAILABILITY OF PHI (a) Access to Protected Health Information. Business Associate agrees, in the event the Business Associate maintains protected health information in a Designated Record Set,to make available, within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity, Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered Entity, to an individual in order to meet the requirements of 45 CFR § 164.524 of the HIPAA Security and Privacy Rule. (b) Amendments to Protected Health Information. In the event that the Business Associate maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a designated record set that the Covered Entity directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of an individual,within ten(10) days of receipt of a request from Covered Entity and in the time and manner designated by Covered Entity. (c) Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity's policy regarding accounting of disclosures. 44 (d) Document Disclosures. In the event an Individual makes a request under this Section of the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such request within three (3) business days and shall cooperate with, and act only at the direction of Covered Entity in responding to such request. V. OBLIGATIONS OF COVERED ENTITY (a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practice that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to that notice. (b) Notice of Changes in Individual's Access or Protected Health Information. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, is such changes affect Business Associate's permitted or required uses. 5 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A (c) Notice of Restriction in Individual's Access to Protected Health Information. Covered Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such restriction may affect Business Associate's use of Protected Health Information. VI. PERMISSABLE REQUESTS BY COVERED ENTITY Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy or Security Rule. VII. TERMINATION (a) Term. This Agreement shall be effective as of the date first set forth above and shall terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has or will violated any material term of this Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. If termination, cure or end of the violation is not feasible, Covered Entity may report the violation to the Secretary. (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, the Service Agreement(or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity,whichever occurs first,Business Associate, shall: A. if feasible,return(in a manner or process approved by the Covered Entity) or destroy all Protected Health Information, regardless of form, including but not limited to paper or electronic format, received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information. This provision shall also apply to Protected Health Information and other confidential information in the possession of sub-contractors or agents of Business Associate. B. If such return or destruction is not feasible, Business Associate shall (i) retain only that Protected Health Information necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) return or destroy the remaining Protected Health Information that the Business Associate still maintains in any form; (iii)extend the protections of this Agreement to the retained Protected Health Information; (iv) limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information not feasible; and (v) return or destroy the retained Protected Health Information when it is no longer needed by Business Associate. (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS 6 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur by reason of Business Associate's breach of or failure to perform any the obligations pursuant to this Agreement, including but not limited to any injury or damages arising from any noncompliance with this Agreement or any Security Incident attributable to the negligence of Business Associate, including failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of the Breaching Party in connection with the defense of such claims. (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement,HIPAA, HITECH, or the HIPAA Regulations will be adequate or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of Protected Health Information. (c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make commercially reasonable efforts to make itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the perforinance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers or employees based upon a claimed violation of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except where Business Associate or its subcontractor, employee or agent is named adverse party. (d) Survival. The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. (e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the Protected Health Information and Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or to the PHI or any portion thereof. (f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that the breach, or threatened breach,by it of any provision of this Agreement may cause Covered Entity to be irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore,Business Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek injunctive relief to prevent Business Associate from commencing or continuing any action constituting such breach without having to post a bond or other security. Nothing in this paragraph will be deemed to limit or abridge any other remedy available to Covered Entity at law or in equity. Except as expressly stated herein or in the HIPAA Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (g) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPAA Regulations. In addition, this Agreement may be amended or modified by the Parties only in writing. (h) Assignment. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. 7 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A (i) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. (j) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or the HIPAA Regulations means the section as it currently is in effect or as amended. (k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate's use and disclosure of Protected Health Information. (1) Severability. In the event any part or parts of this Agreement are held to be unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing. For a period of up to (30)thirty days,the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule, then either party has the right to terminate upon written notice to the other party. (m) Notices and Communications. All instructions, notices, consents, demands, or other communications required or contemplated by this Agreement shall be in writing and shall be delivered to the Party at the address below: For Business Associate: For Covered Entity: Lisa Venn,Privacy Officer Brenda Bartholomew EnvisionRxOptions Orange County Human Resources Department 2181 E.Aurora Rd. Suite 201 200 South Cameron Street Twinsburg, OH 44087 Hillsborough,NC 27278 (n) Strict compliance. No failure by any Party to insist upon strict compliance with any terms or provisions of this Agreement, to exercise any option,to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party's right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party's right to demand strict compliance with all provisions of this Agreement. (o) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County, North Carolina for the purposes of litigation resulting from disagreements of the Parties for purposes of this Agreement and the Service Agreement(s). (p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract 8 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. (q) Iran Divestment Certification. By executing this Agreement, Business Associate certifies that Business Associate has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. CO ,. ELaiTWITY: BUSINESS ASSOCIATE: bblAAbut, l'GUMWteXStui B By: Y' Q637994BZ55C�77... .,_...__.. ,.... County Manager Title: President, commercial & Managed Markets Title: 9 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach,Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident(as defined in the Agreement),Business Associate should contact Brenda Bartholomew, or the Security Officer at The Orange County Health Department. 10 October 2013 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT This Pharmacy Benefit Management Services Agreement (hereinafter this "Agreement") is entered into by and between Envision Pharmaceutical Services, LLC, an Ohio Limited Liability Company (hereinafter "Envision"), and Orange County, a North Carolina county (hereinafter "Plan Sponsor"). This Agreement is effective July 1st, 2017 (hereinafter the "Effective Date"). BACKGROUND Envision is a URAC accredited Pharmacy Benefit Management (PBM) company providing comprehensive pharmacy benefit management services nationwide to various employers, unions, and Plan Sponsors that establish and fund health benefit plans covering outpatient prescription medications. Plan Sponsor has established one or more health benefit plans providing coverage for prescription medications to covered individuals and desires to engage Envision to provide pharmacy benefit management services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, Plan Sponsor and Envision hereby agree as follows: 1. DEFINITIONS 1.1 "Administrative Fee" means the amount that Envision charges Plan Sponsor for included services under this Agreement as set forth in Exhibit 1. 1.2 "Benefit Plan" means the Plan Sponsor's group insurance plan, prescription drug plan, or other benefit plan established and funded by Plan Sponsor that covers the cost of Covered Drugs dispensed to Covered Individuals. 1.3 "Benefit Specification Form" or "Benefit Specification Change Form" means the forms, as modified from time to time, that are completed by Plan Sponsor that specify the terms and provisions of the Benefit Plan and the configuration of System edits, such as which Prescription Drugs are covered by Plan Sponsor (including, for example Limited Distribution Drugs or Specialty Drugs), any limitations or exclusions, the Benefit Plan's tier structure and Cost Share requirements, and any conditions associated with the specific services to be rendered by Envision under this Agreement (i.e. Clinical Prior Authorizations, Drug Therapy Management, etc.). If there is any inconsistency between the terms of this Agreement and the Benefit Specification Form or any Benefit Specification Change Form submitted in connection with the services to be provided under this Agreement, then the provisions of the most recent signed Benefit Specification Form or Benefit Change Form shall control. A separate Benefit Specification form shall be provided by Plan Sponsor for each unique Benefit Plan, which Benefit Plan shall be identified by a unique group number. 1.4 "Brand Drug" means a Prescription Drug designated as a branded drug product by Medi- Span as indicated by the multisource (i.e. MONY) code attached to the 11 digit NDC for such \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 1 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A drug and adjusted by applicable modifiers, including those established by the FDA (e.g. NDA, ANDA, BLA, authorized generic, and/or bio-similar), and other criteria generally used in the industry to determine brand-generic drug status. 1.5 "Claim" means an invoice or transaction (electronic or paper) for a Covered Drug dispensed to a Covered Individual that has been submitted to Envision by the dispensing pharmacy or a Covered Individual (including transactions where the Covered Individual paid 100% of the cost). A "340B Claim" is a Claim which has been processed under Section 340B of the Public Health Service Act. 1.6 "Claims Adjudication System" or "System" means Envision's on-line computerized claims processing system. 1.7 "Contract Year" means the complete twelve month period commencing on the Effective Date and each consecutive complete twelve month period thereafter that this Agreement remains in effect. 1.8 "Cost Share" means the amount of money that a Covered Individual must pay to the Participating Pharmacy to obtain a Covered Drug in accordance with the teens of the Benefit Plan. The Cost Share may be a fixed amount (co-payment) or a percentage of the drug cost (co- insurance), or a deductible that must be satisfied before drugs are covered under the Benefit Plan. 1.9 "Covered Drug" means a Prescription Drug or other permitted drug (OTC), medical supplies (e.g. diabetic testing strips), or a medical device (e.g. blood glucose monitoring device) which is dispensed to a Covered Individual and meets the requirements for coverage under the Benefit Plan as communicated to Envision by Plan Sponsor. 1.10 "Covered Individual" or "Member" means each individual (including the Eligible Employee and each of his or her dependents) who has been identified by Plan Sponsor on the Eligibility File as being eligible to receive Covered Drugs. 1.11 "Eligibility File" means that electronic communication supplied to Envision by Plan Sponsor (or Plan Sponsor's agent) which identifies the Covered Individuals covered under Plan Sponsor's Benefit Plan, along with other eligibility information necessary for Envision to provide PBM Services hereunder. Plan Sponsor acknowledges that eligibility begins on the first day the Covered Individual is reported by Plan Sponsor (or its designee) to be effective and continues through the last day the Covered Individual appears on the Eligibility File. 1.12 "Eligible Employee" means an active employee or a Retiree of Plan Sponsor covered under Plan Sponsor's funded Benefit Plan. For purposes of this Agreement, a Retiree is a retired individual who is covered,primarily,by Plan Sponsor and not Medicare Part D. 1.13 "Formulary" means an index of Prescription Drugs and supplies developed by Envision's pharmacy and therapeutics committee, which is hereby adopted by Plan Sponsor, and shall be used in conjunction with the Benefit Plan as a guide in the selection of Covered Drugs. The Prescription Drugs and supplies on the Formulary will be modified by Envision from time to \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 2 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A time as a result of factors including, but not limited to, medical appropriateness, manufacturer arrangements and patent expirations. Additions and deletions to the Formulary are hereby adopted by Plan Sponsor. 1.14 "Generic Drug"means a Prescription Drug that is not a Brand Drug. 1.15 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended. 1.16 "Limited. Distribution Drugs" means Prescription Drugs that are distributed by manufacturers through a limited number of pharmacies and wholesalers which have been selected by the manufacturer based on approved participation criteria. For purposes of this Agreement, Limited Distribution Drugs are not considered Specialty Drugs. 1.17 "Mail Order Pharmacy" means Orchard Pharmaceutical Services, LLC d/b/a EnvisionPharmacies. 1.18 "Manufacturer Derived Revenue" means retrospective Formulary rebates, discounts, administrative fees, and other revenue payable by pharmaceutical manufacturers that are received by Envision pursuant to the terms of a formulary rebate contract negotiated independently by Envision with a pharmaceutical manufacturer, and which is directly attributable to Claims that comply with the utilization and benefit design requirements of such pharmaceutical manufacturer rebate contracts and that otherwise meet the terms and conditions hereunder. 1.19 "MAC List"means a proprietary list of Prescription Drugs for which Envision establishes a maximum price ("MAC Price") payable to the dispensing pharmacy. Envision utilizes the same MAC List to both determine the negotiated price payable to the dispensing pharmacy and the price charged to Plan Sponsor. Plan Sponsor will be charged the exact amount paid by Envision to the dispensing pharmacy for the Claim without any markup or spread. Envision updates the MAC List from time-to-time as Prescription Drugs come on the market or come off the market, or as their availability changes due to market circumstances. 1.20 "Participating Pharmacy" means a pharmacy (including the designated Mail Order or Specialty Pharmacy) that has entered into a negotiated pricing agreement with Envision to dispense Covered Drugs to Covered Individuals and participates in the Network selected by Plan Sponsor. 1.21 "Plan Sponsor" means the entity (identified above as Plan Sponsor) which (i) has established and underwrites the Benefit Plan on behalf of its Covered Individuals; (ii) has determined the rules by which the Benefit Plan is to be administered; and (iii) is financially responsible for the payment of Administrative Fees, Fees for Additional Services and Miscellaneous Expenses (as set forth in Exhibit 1), and Covered Drugs dispensed to Covered Individuals hereunder. Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 3 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 1.22 "Point-of-Sale" means the location and time that a Covered Drug is dispensed to a Covered Individual, and the corresponding Claim is submitted by the dispensing pharmacy for adjudication by the Claims Adjudication System. 1.23 "Prescriber" means a licensed health practitioner with independent prescribing authority in the state in which the dispensing pharmacy is located. 1.24 "Prescription Drug"means a substance intended for use in the diagnosis, cure,mitigation, treatment, or prevention of disease which is dispensed by a duly licensed pharmacy and required by federal law to be dispensed only upon the authorization of a Prescriber. For purposes of this Agreement, over-the-counter medications, medical supplies, and medical devices are not Prescription Drugs, whether or not ordered by a Prescriber. 1.25 "Retail Pharmacy" means a state licensed retail community pharmacy that dispenses prescription medications at its physical location. A Retail Pharmacy does not include a pharmacy that dispenses medications to patients primarily through mail, nursing home pharmacies, long-term care facility pharmacies, hospital pharmacies, or clinics, unless such pharmacy is a Participating Pharmacy listed by Envision as a Retail Pharmacy. 1.26 "Specialty Drug" means a Prescription Drug that is typically a high-cost biotech, injectable, infused, oral, or inhaled Prescription Drug, and/or a Prescription Drug that requires special storage, handling, and/or requires close monitoring of the patient's drug therapy to ensure appropriate use and clinical outcome. For purposes of this Agreement, Specialty Drugs are not considered Limited Distribution Drugs. 1.27 "Specialty Pharmacy" means Orchard Pharmaceutical Services, LLC d/b/a EnvisionPharmacies. 1.28 "Usual and Customary Price" or "U&C Price" means the retail amount the pharmacy charges its cash paying customers for the drug dispensed, as reported to Envision by the dispensing pharmacy. 2. STANDARD PBM SERVICES Envision shall perform the following pharmacy benefit management services ("PBM Services"). 2.1 Welcome Kit: If requested by Plan Sponsor, Envision shall provide an initial "Welcome Kit" which may include, at Plan Sponsor's option, (i) a welcome letter; (ii) plastic identification card ("ID Card"), up to two per family; (iii) a pocket Formulary; and (iv) Mail Order Pharmacy brochure, as specified in the Benefit Specification Form. The standard Welcome Kits will be mailed to Plan Sponsor or, at its option, directly to Covered Individuals. For any materials mailed directly to Covered Individuals, Plan Sponsor shall reimburse Envision for its cost of postage. Additional ID Cards or replacement ID Cards (i.e. for lost or stolen ID Cards) will be provided at a cost as specified in Exhibit 1. If Plan Sponsor desires to re-design and/or re-issue ID Cards, or for special graphic requests, additional charges may apply. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 4 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 2.2 Claims Processing: During the term of this Agreement, Envision shall accept, process, and adjudicate Claims for Covered Drugs (i) submitted electronically by Participating Pharmacies; (ii) submitted by Plan Sponsor's owned pharmacies or Plan Sponsor's contracted pharmacies, if any, (not including 340B Claims, unless such claims are included under a separate 340B Agreement); (iii) submitted by Covered Individuals as Direct Member Reimbursements (DMRs, as defined below); or (iv) received from third parties, such as Medicaid, for reimbursement by Plan Sponsor. Claims shall be checked for eligibility, benefit design, Cost Share requirements, and exclusions to determine which Claims are successfully processed, pended for prior authorization, or rejected for ineligibility or other factors in accordance with Plan Sponsor's specifications as set forth in Plan Sponsor's Benefit Specification Form (incorporated herein by this reference). For Claims that must be processed manually or require special handling, including, without limitation, (i) DMRs, (ii) Claims received from third parties, such as Medicaid, for reimbursement by Plan Sponsor for ineligible payments, or (iii) paper Claims, Plan Sponsor will be charged a Manual Claims Processing fee as set forth in Exhibit 1. After termination of this Agreement, Envision shall process Claims received for dates of service on or before the effective date of teunination for a period of ninety (90) days ("Run-Out Period"), subject to the following. Plan Sponsor shall deposit and maintain, with Envision, an amount equal to the last Claims invoice prior to termination. At the end of the Run-Out Period, the balance of the deposit shall be promptly refunded to Plan Sponsor and, thereafter, any Claims received by Envision shall be rejected. 2.2.1 Direct Member Reimbursement (DMR): Envision shall provide, via its website, a form for use by Covered Individuals to obtain reimbursement for amounts paid out-of-pocket (other than Cost Share) for Covered Drugs (e.g. Covered Drugs dispensed at a non-Participating Pharmacy) ("DMR Form"). Envision shall accept and process DMR Claims within ten (10) business days of receipt of the DMR form, invoice Plan Sponsor for the Claim, and reimburse the Covered Individual upon receipt of funds from Plan Sponsor. 2.2.2 Claims from Non-Participating Pharmacies: Unless otherwise directed by Plan Sponsor, Envision shall accept and process Claims received from non-participating government owned or operated pharmacies (e.g. Veterans Administration). 2.2.3 Claims Adjudication System Edits: Plan Sponsor's Benefit Plan may contain additional rules which determine the way in which Claims are to be adjudicated. These rules may include coverage limitations or exclusions, application of clinical intervention (e.g. step therapy, drug therapy management), application of dispensed as written (DAW) codes (e.g. to determine what portion of a Claim is payable by Plan Sponsor and what portion is payable by Members), and administrative overrides to authorize the dispensing of Covered Drugs in certain circumstances (e.g. requests for lost or stolen drugs, vacation supplies, certain package sizes, dosage changes, invalid days' supply). For this purpose, Envision shall program edits into the Claims Adjudication System which are applied to Claims during the adjudication process as specified in the Benefit Specification Form. The Claims Adjudication System will provide the dispensing pharmacy with the appropriate messaging to advise the pharmacy of the applicable limitation, program, rule, or override. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 5 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A Envision shall also program edits into the Claims Adjudication System which are applied to Claims during the adjudication process to identify the following drug utilization conditions: duplicate prescriptions; over-utilization/refill too soon; under-utilization; drug interactions; pediatric warnings; geriatric warnings; acute/maintenance dosing; therapeutic duplication; drug inferred health state; drugs exceeding maximum dose; and drugs below minimum daily dosage, as specified in the Benefit Specification Form. The Claims Adjudication System will provide the dispensing pharmacy with the appropriate messaging to advise the pharmacy of drug utilization issues. 2.3 Clinical Services 2.3.1 Clinical Prior Authorizations (Initial Coverage Determinations): If Plan Sponsor has elected to receive Clinical Prior Authorization services from Envision, for those Covered Drugs and circumstances specified by Plan Sponsor in the Benefit Specification Form, Envision shall contact the prescriber and verify that the requested drug is appropriate for the diagnosis in the judgment of the prescriber. Plan Sponsor will be charged for Clinical Prior Authorizations as specified in Exhibit 1. If additional internal appeals (redetermination) and/or the services of an Independent Review Organization are to be provided under this Agreement, such services shall be included in a separate or attached coverage determination and appeals process addendum. 2.3.2 Drug Therapy Management (DTM) Programs: Envision offers clinical programs such as Drug Therapy Care Gap Management and Medication Adherence and Persistency. If clinical programs are to be provided under this Agreement, such services and any additional charges shall be set forth in a separate or attached clinical programs exhibit. 2.4 Pharmacy Network: Envision shall arrange for the dispensing of Covered Drugs to Covered Individuals pursuant to contracts with one or more networks of Participating Pharmacies (each referred to herein as a"Network"). The Network designated for Plan Sponsor to be used by Covered Individuals hereunder shall be specified in the Benefit Specification Form. Plan Sponsor acknowledges that the pharmacies participating in a Network may be changed from time to time by Envision, including the designated Mail Order Pharmacy and/or Specialty Pharmacy provider. Contact information for Participating Pharmacies is constantly updated to reflect any changes and is accessible via Envision's website. Plan Sponsor acknowledges that (i) orders exceeding a thirty day supply are not available at all Retail Pharmacies; (ii) Covered Drugs shall not be dispensed to Covered Individuals without a prescription order by a Prescriber; and (iii) the availability of drugs are subject to market conditions and that Envision cannot, and does not, assure the availability of any drug from any Participating Pharmacy. 2.4.1 Plan Sponsor Owned Pharmacies. If Plan Sponsor desires to include one or more of its owned or affiliated pharmacies in the network of pharmacies authorized to dispense Covered Drugs to Plan Sponsor's Covered Individuals, it shall indicate same on the Benefit Specification Form. If Plan Sponsor desires its pharmacy to be available to other Envision clients using one or more of Envision's Networks, such pharmacy shall enter into an Envision Participating Pharmacy Agreement (PPA). If the pharmacy will be for the use of Plan Sponsor's \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 6 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A employees only, such pharmacy shall complete an Envision-supplied form indicating the amounts to be invoiced to Plan Sponsor for Claims processed. In either case, the pharmacy shall submit all Claims to Envision for processing. Unless indicated otherwise in the Benefit Specification Form, Envision shall invoice Plan Sponsor for Claims received from Plan Sponsor's owned pharmacy. If the pharmacy is a Participating Pharmacy, Claims shall be adjudicated at the Network rates included in the PPA. 2.5 Customer Service: Envision shall maintain and operate a customer service center with toll-free customer service numbers and adequately staffed trained personnel 24 hours a day, 7 days a week, 365 days a year, for the use of Plan Sponsor, Covered Individuals, Prescribers, and Participating Pharmacies. 2.6 Records: Envision shall maintain such business records as may be required by applicable law or regulation, or as may be necessary to properly document the delivery of, and payment for, Covered Drugs and the provision of services by Envision under this Agreement. Upon termination of this Agreement, Envision agrees to provide only industry-standard transfer files to a subsequent pharmacy benefit manager at Plan Sponsor's written request. Plan Sponsor agrees to pay or reimburse Envision for any cost charged by a vendor or pharmacy related to the transfer of files from or to such vendor or pharmacy at any time during this Agreement or connected with the termination of this Agreement. 2.7 Reports: Envision shall provide Plan Sponsor with access to a web-based report generator through which Plan Sponsor may create and download a variety of standard and customized reports. Envision shall provide training for a Plan Sponsor designated individual on the capabilities of Envision's web-based reporting program. Plan Sponsor represents that the designated individual has received training and has knowledge of the HIPAA privacy and security regulations. Any reports that are to be provided by Envision to Plan Sponsor without cost (other than those available from Envision's web-based reporting program) shall be mutually determined prior to the configuration of Plan Sponsor's Benefit Plan in the Claims Adjudication System and shall be specified in the Benefit Specification Form. Plan Sponsor shall be charged a fee for any other reports requested by Plan Sponsor. Included in the web-based reports described above, or provided separately, Envision shall supply Plan Sponsor with reports of retrospective reviews to determine the drug utilization patterns of Members (e.g. high cost/high utilization of a particular drug class, therapeutic appropriateness of drug for a particular disease state). 2.7.1 Access to Third Parties: If Plan Sponsor desires Envision to provide one or more third parties access to web-based or other reports, Plan Sponsor shall complete and submit an Envision provided authorization form. Plan Sponsor acknowledges that any reports to be provided to Plan Sponsor's authorized third parties which are not accessible via the web-based reports generator, shall be provided via a secure FTP server. 2.8 Retiree Drug Subsidy (RDS) Reports: For Plan Sponsors which submit requests for drug subsidies under the Medicare RDS program, Envision shall provide Plan Sponsor with quarterly reports summarizing Claims paid by Plan Sponsor for Medicare Part D drugs dispensed to \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 7 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A Covered Individuals who Plan Sponsor has identified on the appropriate form as Medicare eligible retirees. Plan Sponsor acknowledges that any estimated Manufacturer Derived Revenue which has been passed-through to Plan Sponsor will have been deducted from the Claim amounts reported. Unless otherwise specified herein or included under an addendum to this Agreement, Envision shall not be responsible or liable to Plan Sponsor for any RDS services or subsidies. Any assistance requested by Plan Sponsor and/or provided by Envision shall be solely consultative and shall not be deemed to be an acceptance by Envision of any responsibility or liability for the completion or submission of any RDS application or request for subsidies under Medicare Part D. 2.9 Additional Services: Any services to be rendered under this Agreement which are not included in the Administrative Fee as specified in this Section 2 shall be itemized in the Exhibits and Addendums hereto along with any associated costs or charges. 2.10 Performance Guarantees: Envision shall provide PBM Services in accordance with the Performance Guarantees specified in Exhibit 3. 3. PRICING AND PASS-THROUGH METHODOLOGY 3.1 Pass-Through of Discounts and Dispensing Fees: The amount invoiced to Plan Sponsor shall be the exact drug ingredient cost and applicable dispensing fee which is paid to the dispensing pharmacy when the Claim is adjudicated without any reclassification, mark up, or spread by Envision, in accordance with the following: 3.1.1 For Ingredient Cost: Envision shall invoice Plan Sponsor the lower of: (a) The calculated negotiated amount payable to the Participating Pharmacy based on the 11 digit NDC number of the drug dispensed; or (b) If included on the then current Envision MAC List, the MAC Price for the drug dispensed; or (c) The Participating Pharmacy's U&C Price (except for drugs dispensed by the Mail Order Pharmacy or Specialty Pharmacy); less any applicable Manufacturer Derived Revenue and/or any applicable Covered Individual Cost Share. 3.1.2 For Dispensing Fees: Envision shall invoice Plan Sponsor the actual dispensing fee amount payable to the Participating Pharmacy. 3.2 Manufacturer Derived Revenue 3.2.1 Pass-Through of Manufacturer Derived Revenue: Envision shall pass through to Plan Sponsor one hundred percent (100%) of all Manufacturer Derived Revenue earned by Plan Sponsor for eligible Claims. Prescription Drugs eligible for Manufacturer Derived Revenue are included in the Formulary provided by Envision. Plan Sponsor acknowledges that the Manufacturer Derived Revenue earned by Plan Sponsor is dependent on certain factors including, without limitation, the following: (i) the effect of terms and conditions of Plan \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 8 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A Sponsor's Benefit Plan on the application of the Formulary; (ii) the structure of Plan Sponsor's Benefit Plan, including but not limited to Cost Share requirements and coverage rules such as Prior Authorizations, Quantity Limits, and Step Therapy (as defined in the Benefit Specification Form); and (iii) the drug utilization patterns of Covered Individuals. Plan Sponsor further acknowledges that Plan Sponsor's portion of market share rebates is based on (i) Plan Sponsor's ability to meet and earn market share rebate levels by pharmaceutical manufacturer and (ii) the ratio of Plan Sponsor's Claims for a particular rebated drug to the total number of Claims for such drug for all Envision clients, as adjusted for the effect of Plan Sponsor's Benefit Plan (e.g. tier structure and Cost Share differentials) on the overall yield of market share rebates. No Manufacturer Derived Revenue shall be payable to Plan Sponsor for 340B Claims, Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy, Claims for which Envision has not been paid in full, and other Claims not eligible for Manufacturer Derived Revenue. 3.2.2 Pass-Through Methodology: Manufacturer Derived Revenue shall be advanced to Plan Sponsor by adjusting the Claim for an eligible Prescription Drug by an estimated amount for applicable Manufacturer Derived Revenue using Envision's patented Point-of-Sale Technology. Envision's Point-of-Sale Technology generates a Claim that will be invoiced to Plan Sponsor at the net price after applying a credit for estimated Manufacturer Derived Revenue. (Plan Sponsor acknowledges that, unless otherwise indicated by Plan Sponsor on the Benefit Specification Form, if a Covered Individual pays a percentage of the drug cost (i.e. co- insurance) under the Benefit Plan, a proportional amount of the Manufacturer Derived Revenue will be passed on to the Covered Individual at the Point-of-Sale). 3.2.3 Sole Source: Plan Sponsor represents and warrants to Envision that, at no time during or after the term of this Agreement, is Plan Sponsor receiving rebates and other revenues from pharmaceutical manufacturers other than through Envision, either directly or indirectly (through a Group Purchasing Organization, drug wholesaler, or otherwise) for Claims processed by Envision under this Agreement. Plan Sponsor agrees that it shall not, at any time, submit Claims which have been transmitted to Envision to another pharmacy benefit manager or carrier for the collection of rebates and other revenues from pharmaceutical manufacturers or create a situation which would cause a pharmaceutical manufacturer to decline payments to Envision. Envision reserves the right to recover from Plan Sponsor, and Plan Sponsor shall refund to Envision, any Manufacturer Derived Revenue, including any related penalties and fees, advanced to Plan Sponsor by Envision which is connected with any Claims for which Plan Sponsor received rebates and other revenues from pharmaceutical manufacturers from any other source or for amounts advanced to Plan Sponsor by Envision which have been withheld by a pharmaceutical manufacturer as a result of such Claims not meeting conditions for rebates, the ineligibility of Claims for Manufacturer Derived Revenue (i.e. 340B Claims), or breach of this Agreement by Plan Sponsor. 4. PLAN SPONSOR RESPONSIBILITIES 4.1 Implementation: No later than thirty (30) days prior to the Effective Date, Plan Sponsor shall provide Envision with an executed Benefit Specification Form and such data as reasonably necessary for Envision to set up the Claims Adjudication System and commence the provision of Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 9 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A PBM Services as of the Effective Date. Such data includes, without limitation, prior utilization reports,pharmacy transfer files, and eligibility. 4.2 Eligibility Data: Plan Sponsor §hall provide Envision (either directly or through an authorized third party administrator) with an Eligibility File, at least monthly, in the HIPAA 834 standard transaction code set format, or such other format as has been previously agreed to by Envision. Plan Sponsor shall provide timely eligibility updates (for example, additions, terminations, change of address or personal information, etc.)to ensure accurate determination of the eligibility status of Covered Individuals. Plan Sponsor acknowledges and agrees that (i) Envision provides such eligibility data to the Participating Pharmacies and understands that Envision and Participating Pharmacies will act in reliance upon the accuracy of data received from Plan Sponsor; (ii) Envision will continue to rely on the information provided by Plan Sponsor until Envision receives notice that such information has changed; and (iii) Envision shall not be liable to Plan Sponsor for any Claims or expense resulting from the provision by Plan Sponsor (or its designee) of inaccurate, erroneous, or untimely information. In addition, if Envision must create or update eligibility by manually entering Covered Individual data, Plan Sponsor will be charged a data entry fee as specified in Exhibit 1. In lieu of the Eligibility File, Plan Sponsor may provide eligibility information by updating the Claims Adjudication System directly (except for the initial Eligibility File, which must be provided to Envision during the initial implementation), provided Plan Sponsor continues to meet Envision's conditions and specifications for direct eligibility updates. 4.3 Benefit Plan: Plan Sponsor shall provide Envision with complete information concerning the Benefit Plan. Plan Sponsor understands and agrees that Envision shall rely on the terms and provisions provided by Plan Sponsor on the Benefit Specification Form. The Benefit Specification Fotrrr may be changed from time to time by Plan Sponsor by providing Envision with a replacement Benefit Specification Form or a Benefit Specification Change Form; provided, however, that the form must be signed by Plan Sponsor to be effective and the form provided to Envision at least thirty (30) days before any such change shall be implemented. If, however, Plan Sponsor provides Envision with an unsigned Benefit Specification Form or Benefit Specification Change Form, Envision shall not be bound by such form and Plan Sponsor shall hold harmless Envision for any consequences resulting from any changes not implemented. The most recent executed Benefit Specification Form shall supersede any prior dated faun. Plan Sponsor shall have sole authority to determine the terms of the Benefit Plan and the coverage of benefits thereunder, however, Plan Sponsor understands and agrees that any change in the Benefit Plan or System configuration (e.g. mandatory generic program, coverage of over- the-counter drugs or medications, source of Covered Drugs, use of Plan Sponsor Owned pharmacies, etc.) may affect yields in Manufacturer Derived Revenue and/or average drug pricing. Plan Sponsor agrees that Envision shall not be liable to Plan Sponsor for any reduction of such yields or increase in pricing which result from any such change created by the Plan Sponsor. Further, any change to the Benefit Plan that affects a material term of this Agreement will require an amendment hereto. Plan Sponsor agrees to execute an amendment, at Envision's request,before implementing the change to the Benefit Plan. 4.4 Fotnrulary: Plan Sponsor hereby adopts and shall adhere to the Formulary identified in \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 10 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A the Benefit Specification Form. Plan Sponsor acknowledges the formulary may be modified by Envision from time to time. Envision will notify Plan Sponsor of any negative changes to the Formulary. Notifications will not include changes resulting from brands moving to generic status. Any customization of the Formulary by Plan Sponsor or use by Plan Sponsor of an alternate Formulary must be approved, in writing, by Envision. Plan Sponsor acknowledges that adherence to the Formulary is necessary to maximize yields in Manufacturer Derived Revenue. Plan Sponsor agrees that Envision shall not be liable to Plan Sponsor for any reduction in yields of Manufacturer Derived Revenue or increase in drug pricing resulting from Plan Sponsor's failure to adhere to the Formulary or a change to the Benefit Plan that affects the application of the Formulary. 4.5 Payment: Plan Sponsor shall timely pay, or cause its designee to timely pay,Envision for services rendered hereunder in accordance with Section 5 below and Exhibit 1. The maximum amount payable ("Payment Cap") under this Agreement (July 1st, 2017 - June 30th, 2020) is nine million and one hundred seventy-nine thousand dollars ($9,179,000.00). Plan Sponsor certifies that this Agreement has been pre-audited in accordance with applicable North Carolina Law. Should payments due to Envision exceed the Payment Cap, Covered Individuals will be required to pay 100% of the drug cost and any dispensing fees (or the U&C Price, if lower) to receive Covered Drugs, all Point-of-Sale Manufacturer Derived Revenue shall stop and all earned Manufacturer Derived Revenue shall be paid one hundred twenty (120) days after the end of the applicable Contract Year. Additionally, the Payment Cap may be increased in a written amendment to this Agreement duly executed by authorized representatives of both Parties. 4.6 Cooperation: Plan Sponsor shall promptly provide Envision with all information (both verbal and written) that is requested by Envision and reasonably necessary for Envision to complete its obligations hereunder. Any information required to be provided by Plan Sponsor in order for Envision to perform a function under this Agreement shall be deemed to be untimely if not received by Envision by the due date designated in the request for information. Further, Plan Sponsor shall not obfuscate, delay, impede, or otherwise fail to cooperate with Envision. 5. TERMS OF PAYMENT 5.1 Fees and Rates: Plan Sponsor hereby accepts the fees and rates specified in Exhibit 1. 5.2 Payments for Claims: Envision shall invoice Plan Sponsor twice each month for Claims incurred. Plan Sponsor shall pay Envision's invoices no later than 12:00 p.m. Eastern time on the tenth (10th) calendar day from receipt of said invoices. Invoices shall be deemed to have been received by Plan Sponsor upon the earliest delivery of the invoice by mail, e-mail, fax, or courier. 5.2.1 Prompt Pay Requirements: Plan Sponsor agrees that, to the extent a state in which a Participating Pharmacy is located requires Claims to be paid within a specified time frame, Envision reserves the right to collect and maintain a commensurate prepay amount from Plan Sponsor, based on the utilization of Covered Individuals, in order for such prompt pay requirements to be met. Envision shall refund to Plan Sponsor any amount of prepayment remaining at the termination of this Agreement once all pending Claims are paid. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 11 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 5.3 Payment of Administrative Fee: Plan Sponsor agrees that the Administrative Fee set forth in Exhibit 1 shall be added to the invoiced amount for each Invoiced Claim and shall be paid by Plan Sponsor in conjunction with the payment of Claims as set forth in Section 5.2. For purposes of this Section, an "Invoiced Claim" shall be a Claim payable by Plan Sponsor under this Agreement, but shall not include transactions for Claims which have been rejected under the specifications of the Benefit Plan, transactions for previously paid Claims which have been reversed(e.g. as a result of a reversal of a Claim by a Participating Phairnacy or by Envision as a result of an audit), or transactions for reprocessed Claims (e.g. to correct a previously paid Claim). 5.4 Fees for Additional Services and Miscellaneous Expenses: Plan Sponsor agrees to reimburse Envision for Additional Services and Miscellaneous Expenses (e.g. postage) specified in Exhibit 1 hereunder,within thirty(30) calendar days of receipt of an invoice. 5.5 Retroactive Disenrollment or Termination: Retroactive termination or disenrollment of a Covered Individual shall not release Plan Sponsor of its obligation to pay Claims incurred, at any time, on behalf of a Covered Individual or Administrative Fees due to Envision during any period for which services were renderable hereunder based on the then current eligibility. Further, termination of coverage of prescription drugs or the entering into a policy of insurance that covers prescription drugs shall not constitute a permitted termination of this Agreement. 5.6 Financial Responsibility: Plan Sponsor shall be and remain responsible for the payment of all invoices for Administrative Fees, Additional Services, Miscellaneous Expenses, and Claims (along with any associated dispensing fees, taxes, assessments and fees, and Cost Share not ultimately paid by Members). Plan Sponsor acknowledges that Envision will not pay pharmacies for Plan Sponsor's Claims, nor be obligated to pay pharmacies for Claims, unless and until adequate funds are received from Plan Sponsor. 5.6.1 Untimely Payments: If Plan Sponsor should fail to timely pay any amounts due Envision hereunder for any reason, including, but not limited to, insolvency, bankruptcy, termination of business, sale, or rebuff, Envision reserves the right to (i) suspend the provision of services; (ii) offset such amounts owed to Envision by any amounts owed by Envision to Plan Sponsor and/or (iii) collect from Plan Sponsor, in addition to such unpaid amounts, interest at a rate of 1.5% per month on the outstanding balance (or, if lower, the rate of interest permitted under the law of Plan Sponsor's state of domicile). If Envision suspends the provision of services, Covered Individuals will be required to pay 100% of the drug cost and any dispensing fees (or the U&C Price, if lower) to receive Covered Drugs. In addition, as a condition of continuing to perform services under this Agreement, Plan Sponsor shall deposit with Envision additional amounts to ensure the timely payment of future invoices. Envision may also discontinue advancing Manufacturer Derived Revenue to Plan Sponsor. Plan Sponsor further agrees that Envision shall not be liable for any consequences resulting from the untimely payment of Participating Pharmacies due to the failure of Plan Sponsor to timely pay Envision as required under this Agreement. 5.6.2 Financial Viability: Plan Sponsor acknowledges that Envision will periodically \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 12 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A conduct a credit check of Plan Sponsor. If such credit check reasonably indicates that Plan Sponsor is not financially viable, Envision may require Plan Sponsor to deposit with Envision a reasonable amount to ensure the timely payment of future invoices. 5.7 Financial Audit by Plan Sponsor: Plan Sponsor may, at its sole expense, conduct a financial audit of Envision's records related to the adjudication of Plan Sponsor's Claims for any complete Contract Year hereunder and is limited to one audit per audit scope. Envision shall make financial records available to Plan Sponsor's auditor as reasonably necessary for auditor to verify the financial terms hereunder have been met. Plan Sponsor agrees to not use as its auditors, any person or entity which, in the sole discretion of Envision, is a competitor of Envision, a pharmaceutical manufacturer representative, or any other person or entity which has a conflict of interest with Envision. Plan Sponsor's auditor shall execute a conflicts of interest disclosure and confidentiality agreement with Envision prior to the audit. Audits shall only be made during normal business hours following thirty (30) days written notice, which is to include the audit scope and time period under examination, be conducted without undue interference to Envision's business activity, and be conducted in accordance with Envision's standard audit policy, a copy of which may be made available to Plan Sponsor and its auditor upon request. Plan Sponsor agrees to disclose the findings and methodologies of a completed audit, and provide Envision with a reasonable period of time to respond to such findings and methodologies, before finalizing any amounts due to Plan Sponsor. As part of the finalization process, Envision shall be permitted to use as a credit against any amounts due to Plan Sponsor, the total amount of over performance achieved by Envision for any and all financial guarantees. Upon final settlement of audit, Envision shall remit any funds agreed to be due to Plan Sponsor within thirty (30) calendar days in the form of a credit memo to Plan Sponsor. The audit provisions hereunder shall survive the termination of this Agreement for twelve (12) months following the effective date of termination. 5.8 Financial Audit by Envision: Envision may, at reasonable intervals,request Plan Sponsor to provide records for Envision's inspection which provide supporting documentation for the information contained in the Eligibility File and the data provided by Plan Sponsor (or its designate) upon which the financial terms herein were based. Plan Sponsor agrees to provide such supporting documentation to Envision within ten (10) business days of such request. In addition, and if warranted, Envision may, at its own expense, inspect and audit, or cause to be inspected and audited, once annually,the books and records of Plan Sponsor directly relating to the existence and number of Covered Individuals. Audits shall only be made during normal business hours following thirty (30) days written notice, be conducted without undue interference to Plan Sponsor's business activity, and in accordance with reasonable audit practices. Envision agrees to execute a confidentiality agreement with Plan Sponsor prior to the audit. 6. TERM AND TERMINATION 6.1 Term: The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect for an initial term of three (3) years ("Initial Term") unless earlier terminated as provided herein. Upon the expiration of the Initial Term, and each subsequent renewal term, this Agreement may be renewed by a written amendment signed by authorized Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 13 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A representatives of both parties. 6.2 Termination: This Agreement may be terminated as follows: 6.2.1 For Cause: By either party hereto in the event the other party breaches any of its material obligations hereunder; provided, however, that the defaulting party shall have thirty(30) days to correct such breach after written notice is given by such non-breaching party specifying the alleged breach; 6.2.2 Insolvency: By either party hereto in the event the other party (i) is adjudicated insolvent, under state and/or federal regulation, or makes an assignment for the benefit of creditors; (ii) files or has filed against it, or has an entry of an order for relief against it, in any voluntary or involuntary proceeding under any bankruptcy, insolvency, reorganization or receivership law, or seeks relief as therein allowed, which filing or order shall not have been vacated within sixty (60) calendar days from the entry thereof; (iii) has a receiver appointed for all or a substantial portion of its property and such appointment shall not be discharged or vacated within sixty (60) calendar days of the date thereof; (iv) is subject to custody, attachment or sequestration by a court of competent jurisdiction that has assumed of all or a significant portion of its property; or (v) ceases to do business or otherwise terminates its business operations, is declared insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement or similar proceeding; 6.2.3 Non Appropriation: Notwithstanding the language in section 5.6.1, and section 6.2.2, Envision acknowledges that Plan Sponsor is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Plan Sponsor's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Plan Sponsor immediately upon written notice to Envision of the unavailability and non-appropriation of public funds. 6.2.4 Failure to Pay: By Envision, in addition to any other remedy available to Envision hereunder, in the event Plan Sponsor fails to pay Envision according to terms of this Agreement. 6.2.5. For Convenience: After the first Contract Year, Plan Sponsor may terminate this Agreement without cause, by notifying Envision, in writing, at least ninety (90) days prior to the effective date of termination. In the event Plan Sponsor terminates under this Section 6.2.5 prior to the end of the Initial Term, Plan Sponsor acknowledges and agrees to reimburse Envision for the Consultant Fees provided on a pro-rata basis set forth in Exhibit 2. 6.3 Notices: All notices required in this Section 6 shall be reasonably specific concerning the cause for termination and shall specify the effective date and time of termination. 6.4 Effect of Termination: Termination of this Agreement for any reason shall not release any party hereto from obligations incurred under this Agreement prior to the date of termination. Except as otherwise agreed, in writing, no services shall be provided by Envision after the \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 14 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A effective date of termination. Envision reserves the right to suspend advancing Manufacturer Derived Revenue to Plan Sponsor upon Plan Sponsor's notification of termination. In the event that Plan Sponsor terminates this Agreement prior to completion of the Initial Term, Plan Sponsor shall refund any prorated amounts outstanding for any amount of money that Envision has funded to or on behalf of Plan Sponsor, including but not limited to allowances, credits and fees as set forth herein. 7. CONFIDENTIAL INFORMATION 7.1 Confidentiality: Except as otherwise stated herein or required by law, neither party hereto shall disclose any information of, or concerning the other party which has either been provided by one party to the other or obtained by a party in connection with this Agreement (including this Agreement and the terms of this Agreement) or related to the services rendered under this Agreement, all of which information is deemed confidential information. All data, information, and knowledge supplied by a party hereto shall be used by the other party exclusively for the purposes of performing this Agreement. Upon termination of this Agreement, each party shall return to the other party, or destroy (if such destruction is certified) all confidential information provided including, without limitation, all copies and electronic magnetic versions thereof. Notwithstanding any of the foregoing to the contrary, "confidential information" shall not include any information which was known by a party prior to receiving it from the other party, or that becomes rightfully known to a party from a third party under no obligation to maintain its confidentiality, or that becomes publicly known through no violation of this Agreement. Envision understands Plan Sponsor is subject to North Carolina's public records law, set forth at Chapter 132 of the North Carolina General Statutes. In the event confidential information is the subject of a legitimate disclosure request or other similar applicable public disclosure laws governing this Agreement, Envision agrees to indemnify and hold harmless Plan Sponsor and each of its officers, employees, and agents from all costs, damages, and expenses incurred in connection with a refusal to disclose any material which Envision has designated confidential information. Notwithstanding the foregoing, in the event that either party or any of its representatives become legally compelled by deposition, interrogatory,request for documents, subpoena, exchange rule, civil investigative demand or similar process to disclose any of the confidential information, the receiving party shall (a)take all reasonable steps to preserve the privileged nature and confidentiality of the confidential information, including requesting that the confidential information not be disclosed to non-parties or the public, (b)provide the disclosing party with prompt written notice of such requirement prior to disclosure so that the disclosing party may seek, at its sole cost and expense, a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement, and (c) cooperate with the disclosing party, at the disclosing party's sole cost and expense,to obtain such protective order. In the event that such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provisions hereof,the receiving party agrees to furnish only that portion of the confidential information that is advised by counsel (which may be in-house counsel)to be legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such confidential information. 7.2 Protected Health Information: Plan Sponsor will have access to Protected Health Information (PHI) (as defined by HIPAA) contained in reports provided by Envision or accessed Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 15 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A by Plan Sponsor via Envision's website. Plan Sponsor agrees, for itself and its employees, that PHI shall not be used for any impermissible purpose, including, without limitation, the use of PHI for disciplinary or discriminatory purposes, and any user names and passwords assigned to designated individuals shall not be shared with non-designated individuals. In addition, Plan Sponsor, for itself and its Covered Individuals, authorizes Envision to use and share PHI as necessary to carry its obligations hereunder. Envision and Plan Sponsor shall execute a HIPAA Business Associate Agreement. 8. INDEMNIFICATION 8.1 Limited Indemnification by Envision: Envision hereby agrees to indemnify, hold harmless, and defend Plan Sponsor and its employees, officers, directors, trustees, shareholders, and agents from and against any and all liabilities, actions, damages, costs, losses and expenses (including without limitation, reasonable costs of investigation and attorneys' fees) incurred in connection with any and all third party claims which were caused by or arising out of(i) any act or omission by Envision in the performance of the services provided under this Agreement; or (ii) any breach of any representation, covenant,,or other agreement of Envision contained in this Agreement. 8.2 Disclaimer of Responsibility by Plan Sponsor: Plan Sponsor agrees that it shall not hold Envision responsible, nor shall Envision be liable to Plan Sponsor, for any liabilities, actions, claims, damages, costs, losses and expenses (including without limitation, reasonable costs of investigation and attorneys' fees) caused by or arising out of(i) the provision by Plan Sponsor or its designee of erroneous information; or (ii) Plan Sponsor's failure to comply with state or federal law in the operation of its Benefit Plan. 8.3 Limitation of Liability: Except in the case of fraud, the rights of the parties hereto for indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Section 8, and such indemnification rights shall be the exclusive remedies of the parties with respect to any matter arising under or in connection with this Agreement. To the extent allowable by North Carolina law, and notwithstanding the indemnification obligations set forth above (i) each party's liability to the other hereunder will in no event exceed the actual proximate losses or damages caused by breach of this Agreement; and (ii) in no event will either party or any of their respective affiliates, directors, employees or agents, be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, or any damages for lost profits relating to a relationship with a third party, however caused or arising, whether or not they have been infoiiiied of the possibility of their occurrence. 8.4 Survival: This Section 8 shall survive the expiration or termination of this Agreement for any reason. 9. RELATIONSHIP WITH CONTRACTED PHARMACIES Plan Sponsor acknowledges that Envision is neither an operator of pharmacies nor exercises control over the professional judgment used by any pharmacist when dispensing drugs or medical supplies to Covered Individuals. Nothing in this Agreement shall be construed to usurp \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 16 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A the dispensing pharmacist's professional judgment with respect to the dispensing or refusal to dispense any drugs or medical supplies to Covered Individuals. To the extent permitted by North Carolina law, Plan Sponsor agrees that it shall not hold Envision responsible, nor shall Envision be liable to Plan Sponsor or Covered Individuals, for any liability arising from the dispensing of drugs or medical supplies to Covered Individuals by any pharmacy. 10. GENERAL 10.1 Acknowledgement: Plan Sponsor acknowledges and agrees that it retains the sole responsibility for the terms and conditions of its Benefit Plan; its compliance with applicable law, and that of its Benefit Plan, including,without limitation, the interpretation and applicability of any state or federally mandated requirements; and determinations of coverage under the Benefit Plan; and shall not rely on any advice or recommendations of Envision as a substitute for obtaining its own independent accounting, tax, legal, or regulatory advice. Unless otherwise agreed in writing, Plan Sponsor shall also be responsible for the disclosing or reporting of information regarding the Benefit Plan or changes in the Benefit Plan (e.g., calculation of co- payments, deductibles; or creditable coverage) as may be required by law to be disclosed to governmental agencies or Covered Individuals. 10.2 Independent Contractors: Envision and Plan Sponsor are independent contractors. Notwithstanding anything herein to the contrary, neither party hereto, nor any of its respective employees, shall be construed to be the employee, agent, or representative of the other for any reason, or liable for any acts of omission or commission on the part of the other. Plan Sponsor acknowledges that, notwithstanding anything herein to the contrary, Envision negotiates contracts with pharmacies, pharmaceutical manufacturers, and vendors on its own behalf and not specifically or exclusively for Plan Sponsor. 10.3 Exclusivity: During the term of this Agreement, Envision shall be the sole provider of PBM Services to Plan Sponsor, including, without limitation, the exclusive contractor of rebates with pharmaceutical manufacturers for Plan Sponsor's Claims. 10.4 Assignment: Except as follows, this Agreement may not be assigned by either party hereto without the express written consent of the other party, which may not be unreasonably withheld. Envision may assign this Agreement to a commonly controlled subsidiary or affiliate company, or a controlling parent company. 10.5 Binding Effect: This Agreement and the exhibits and schedules attached hereto shall be binding upon and inure to the benefit of the respective parties hereto, and their respective successors and assigns. 10.6 Intellectual Property: Each party hereto reserves the right to and control of the use of their names, symbols, trademarks or service marks presently existing or hereafter established, and no party may use any names, symbols, trademarks or service marks of any other party without the owner's written consent. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 17 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 10.7 Waiver: Neither the failure nor any delay on the part of either party hereto to exercise any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. In the event any party hereto should waive any breach of any provision of this Agreement, it will not be deemed or construed as a waiver of any other breach of the same or different provision. 10.8 Severability: The invalidity or unenforceability of any term or provision of this Agreement shall in no way affect the validity or enforceability of any other term or provision. 10.9 Change in Law or Market Conditions: If any law, regulation, or market condition(e.g. an applicable industry standard reference on which pricing hereunder is based, changes the methodology for determining drug price in a way that materially changes the pricing or economics of this Agreement), either now existing or subsequently occurring, affects the ability of either party hereto to carry out any obligation or causes the economic benefits derived by Envision from this Agreement to materially decrease hereunder (a "Material Change"), Envision and Plan Sponsor shall renegotiate the affected terms of this Agreement, in good faith, to preserve, to the extent possible, the relative positions of the parties that existed prior to such Material Change. Either party may notify the other party of a Material Change. If a successful renegotiation is not achieved within thirty (30) days after notification of a Material Change, any failure of the affected party to meet its obligations hereunder due to the effect of such Material Change shall not be deemed to be a breach of this Agreement; however, if continuation of this Agreement without modification is in violation of any law or regulation, or makes it impracticable for the affected party to meet its obligations hereunder, either party may terminate this Agreement with sixty (60) days prior written notice. 10.10 Taxes, Assessment or Fees: Any applicable sales, use, excise, gross receipts or other similarly assessed and administered tax, surcharge, or fee imposed on items dispensed, or services provided hereunder, or the fees or revenues generated by the items dispensed or services provided hereunder, or any other amounts Envision or one or more of its subsidiaries or affiliates may incur or be required to pay arising from or relating to Envision's or its subsidiaries' or affiliates' performance of services as a pharmacy benefit manager, third party administrator, or otherwise in any jurisdiction, will be the sole responsibility of Plan Sponsor or the Member. If Envision is legally obligated to collect and remit, or to incur or pay, any such sales, use, excise, gross receipts or other similarly assessed and administered tax, surcharge, or fee in a particular jurisdiction, such amount will be reflected on the applicable invoice or subsequently invoiced at such time as Envision becomes aware of such obligation or as such obligation becomes due. Envision reserves the right to charge a reasonable administrative fee for collection and remittance services provided on behalf of Plan Sponsor. 10.11 Headings: The section or paragraph headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 10.12 Entire Agreement and Signatures: This Agreement shall constitute the entire agreement between Envision and Plan Sponsor with respect to the subject matter herein and supersede any prior understanding or agreements of any kind preceding this Agreement with respect to such \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 18 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A subject matter. Any modification or amendment to this Agreement, or additional obligation assumed by Envision or Plan Sponsor in connection with this Agreement, shall be binding only if evidenced in a writing signed by both parties hereto. No term or provision of this Agreement shall establish a precedent for any term or provision in any other agreement. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10.13 Acceptance of Offer: Notwithstanding anything herein to the contrary, this Agreement shall not be binding upon the parties hereto unless and until this Agreement is signed and executed by a duly authorized officer of each of the parties. The signing of this Agreement by Plan Sponsor constitutes an offer only until the same has been accepted by Envision. 10.14 Governing Law and Choice of Law: This Agreement shall be construed, interpreted, and governed according to the laws of the State of North Carolina, without regard to its conflict of laws rules, except to the extent such laws are preempted by applicable Federal law. Envision shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Any violation of this requirement is a breach of this Agreement and Plan Sponsor may immediately terminate this Agreement without further obligation on part of the Plan Sponsor. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement, Envision affirms that Envision is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Envision certifies that Envision has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to N.C.G.S. 147-86.58. 10.15 Force Majeure: Neither Envision nor Plan Sponsor, to the extent permitted by North Carolina law,will be deemed to have breached this Agreement or be held liable for any failure or delay in the performance of all or any portion of its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, boycotts, lock-outs, acts of terrorism, acts of war, war-operations, restraints of government, power or communications line failure or other circumstances beyond such party's control, or by reason of the judgment, ruling or order of any court or agency of competent jurisdiction, or change of law or regulation (or change in the interpretation thereof) subsequent to the execution of this Agreement. The party claiming force majeure must provide the other party with reasonable written notice. However, as soon as the cause preventing performance ceases, the party affected thereby shall fulfill its obligations as set forth under this Agreement. This Section 10.15 shall not be considered to be a waiver of any continuing obligations under this Agreement, including, without limitation, the obligation to make payments. Either party has the right to terminate this Agreement if a force majeure event suspends performance under the Agreement for a period of ninety (90) days or more subject to the conditions under set forth in 6.2.5. Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 19 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 10.16 Fax Communications: Plan Sponsor agrees that Envision may communicate with Plan Sponsor via fax, and by doing so, such fax is not a violation of the Telephone Consumer Protection Act, 47 U.S.C. §227. 10.17 Notices: All notices required under this Agreement shall be in writing, signed by the party giving notice and shall be deemed sufficiently given immediately after being delivered by hand, or by traceable overnight delivery service, or by registered or certified mail (return receipt requested), to the other party at the address set forth below or at such address as has been given by proper notice. 10.18 Representations: Plan Sponsor represents and warrants that (i) it is self-insured single employer; (ii) the entering into this Agreement for PBM Services is not in violation of any other agreement; (iii) has no undisclosed conflicts of interest; and (iv) it maintains, and shall continue to maintain throughout the term of this Agreement, any and all licenses, governmental authority, or other authorization required to operate an entity of its type. Envision represents that there are no organizational arrangements that could potentially create a conflict of interest that affects clinical or financial decisions. In addition, each signatory named below represents and warrants that he or she (i) has read this Agreement, Exhibits, and other attachments, and fully understands and agrees to the content therein; (ii) has entered into this Agreement voluntarily; (iii) has not transferred or assigned or otherwise conveyed in any manner or form any of the rights, obligations or claims which are the subject matter of this Agreement; and (iv) has the full power and authority to execute this Agreement. 10.19 Third Party Administrator/Consultants/Brokers: Unless otherwise stated herein, no payments shall be made by Envision to any of Plan Sponsor's Third Party Administrators (TPA), consultants, brokers, or other third party to carry out any of Plan Sponsor's obligations under this Agreement or for any other reason. [SIGNATURE PAGE FOLLOWS] \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 20 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, Envision and Plan Sponsor have executed this Agreement as of the Effective Date above. For ENVISION: For PLAN SPONSOR: DocuSigned by: DocuSigned by: il04 �t �T 66(Ain,lt' 44114 1( 4d ty Manager By• 34AZ5E4D7'F4F_.. B✓ OG37g9&B7fCR77... Matthew A. Gibbs, Pharm D. President, Commercial &Managed Markets Print Name &Title Address: Address: Envision Pharmaceutical Services,LLC Orange County,NC 2181 East Aurora Road Orange County Human Resources Department Twinsburg, OH 44087 200 South Cameron Street PH: 330-405-8080 Hillsborough,NC 27278 FX: 330-405-8081 PH: 919-245-2552 FX: 919-644-3009 E-MAIL: bbartholomew @orangecountync.gov FEIN: \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 21 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A EXHIBIT 1 FEES AND FINANCIAL GUARANTEES Administrative Fee (Payable to Envision;not including fees payable to Plan Sponsor's TPAs, consultants, or brokers,if any)! For Contract Year 1: $1.89 per Claim For Contract Year 2: $1.97 per Claim For Contract Year 3: $2.04 per Claim Fees for Additional Services and Miscellaneous Expenses 1. Manually create or update the Eligibility File $1.00 per Covered Individual data entry 2. Custom Eligibility File layouts (accommodation or development) $1,000.00 per layout 3. Replacement by Envision of lost or stolen ID $1.00 per card plus cost of postage Cards (individual), $2.00 per card(family)plus $0.15 per ID Card packet and cost of postage 4. Member Communications Cost of production and postage 5. Standard Online Reporting User Access Standard Online Reporting includes access for 3 active Plan Sponsor users and 1 consultant user. A licensing fee of $1,200.00 would apply for each additional user. 6. Ad Hoc Computer or Report Programming(for a $150.00 per programming hour for ad hoc one-time, non-recurring report) report requests 7. Development of Ad Hoc Non-Standard Recurring report Quoted upon request 8. Incoming Data Transfer Files $250.00 per industry-standard file (non-industry standard file formats will be quoted upon request) 9. Benefit Integrity Enhanced Services (as set forth in the Benefit Integrity Enhanced Services To be quoted upon request, and based upon Addendum) service area 10. Submission of Medicare Part D subsidy $1.00 per Member,per month,minimum $2,000 per year 11. Customized Formulary $0.20 per Member,per month,minimum of$2,000 per month 12. Coverage Determinations (including Clinical Prior $35.00 per request Authorizations) \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 22 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 13. Redeterminations (Internal Appeals) $125 per request 14. External Appeals including services of an 100%pass-through of costs incurred Independent Review Organization(IRO) (ranging between$250 to $350 per appeal, average cost is approximately$300 per appeal) 15. e-Prescribing $0.15 per transaction, minimum of$250.00 per month 16. Claim Adjustment Checks (charged to Plan Sponsor for reimbursements made to Covered Individuals for Claim adjustments requested by Plan Sponsor.) $8.50 per check 17. Explanation of Benefits (EOB)production and distribution $1.00 per EOB plus postage 18. Manual Claims Processing(including DMRs) $1.50 per Claim processed 19. Medicaid Subrogation Claim Adjudication $3.50 per Claim 20. Drug Therapy Care Gap Management $0.55 per Member,per month 21. Medication Adherence and Persistency(up to three disease states) $0.55 per Member,per month 22. Outgoing Data Transfer Files (Claims History, Prior Authorization Files, Open Refill Files (Mail and Specialty), Accumulator Files (deductible, out-of-pocket, etc.), and/or related participant data $5,000 for any or all of the identified files (i.e. patient addresses, etc.) reports Drug Pricing and Dispensing Fees(A) Supply/Source BRAND GENERIC Drug Price(B)(C) Dispensing Drug Price(B)(c) Dispensing For Contract Year 1 ' (Annual Average Fee(C) (Annual Average Fee(c) (based on 3 year Effective Rate (Annual Effective Rate (Annual Agreement) Guarantee) Average Guarantee) Average Guarantee) Guarantee) j Retail Pharmacy (30 AWP minus 16.10% $1.15 AWP minus $1.15 Days' Supply) 80.00% Retail Pharmacy (84 Days' Supply or AWP minus 21.50% N/A AWP minus N/A greater) (non-Mail 81.00% Order)(D) Mail Order Pharmacy AWP minus 23.00% N/A AWP minus N/A (84 Days' Supply or 83.00% \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 23 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A greater) Specialty Pharmacy (Pass-Through of Contract Rate with Dispensing Pharmacy) (A)For purposes of this Agreement the "Average Wholesale Price" or "AWP" means the average wholesale price of a Covered Drug indicated on the most current pricing file provided to Envision by Medi-Span® (or other applicable industry standard reference on which pricing hereunder is based) for the actual drug dispensed using the 11 digit National Drug Code (NDC) number provided by the dispensing pharmacy. Envision uses a single source for determining AWP and updates the AWP source file at least once weekly. (B) For purposes of this Agreement, the "Annual Average Effective Rate" means, for the category of drugs being reviewed,the result calculated by the following formula: 1. (ICIAWP)-1, where IC (the "Ingredient Cost") is the sum of all amounts paid by Plan Sponsor for the ingredient costs of the Covered Drugs paid to Participating Pharmacies in the designated Network during the Contract Year,before deducting applicable Manufacturer Derived Revenue; and 2. AWP is the sum of the Average Wholesale Price amounts associated with the same Covered Drugs during the Contract Year. If the calculated price is lower than the allowable amount under any state Medicaid "Favored Nations" rule, Envision shall pass-through, and Plan Sponsor shall pay, the Medicaid allowable amount. (C) The Annual Average Effective Rate and Annual Average Dispensing Fee is calculated using actual price paid by Envision to Participating Pharmacies in the designated Network, plus any Cost Share, (the Ingredient Cost) for all Claims for the applicable category above (including Claims paid at the U&C Price) during a Contract Year, excluding(i)compound drugs; (ii)Limited Distribution Drugs; (iii)drugs dispensed at a Specialty Pharmacy; (iv)Claims from non-Participating Pharmacies,LTC pharmacies,home infusion or government owned or operated pharmacies (e.g. Veterans Administration); (v) Claims paid at government required amounts (e.g. Medicaid); (vi)340B Claims; (vii)vaccines; (viii)non-Prescription Drugs (including OTC); (ix) drugs in limited supply;(x)Claims from any Plan Sponsor owned or affiliated pharmacy which is not a Participating Pharmacy; (xi) direct-member reimbursement (DMR) Claims; and (xii) subrogation Claims. (n) 84 Days' supply or greater at retail pharmacy guarantees apply only if Plan Sponsor's Benefit Plan includes a 90 days' supply at retail benefit for the entire Contract Year. Annual Average Effective Rate and Annual Average Dispensing Fee Guarantee Plan Sponsor acknowledges that the Annual Average Effective Rates and Annual Average Dispensing Fees specified in this Exhibit 1 are conditioned upon Plan Sponsor's adherence to certain conditions under this Agreement and that the actual Annual Average Effective Rates and Annual Average Dispensing Fees will also depend on Plan Sponsor's drug utilization and mix of Participating Pharmacies. The Annual Average Effective Rates and Annual Average Dispensing Fees guarantees set forth in Exhibit 1 shall be deemed to have been satisfied if the discounts passed through to Plan Sponsor for all Claims during the Contract Year are equal to or more favorable, in the aggregate, than the drug pricing and dispensing fee guarantees stated for each drug type or category individually. If the amounts paid by Plan Sponsor for all Claims during the Contract Year are less favorable, in the aggregate and after application of any additional offsets allowed under this Agreement,than the combined Annual Average Effective Rates and Annual Average Dispensing Fees stated in Exhibit 1, Envision shall credit Plan Sponsor with the difference as set forth below. Envision shall not be liable to Plan Sponsor for shortfalls in guaranteed Annual Average Effective Rates or Annual Average Dispensing Fees if(i) Plan Sponsor makes a change to the Benefit Plan at any time (regardless of whether or not such change is required by law); (ii) the configuration of System edits is modified by Plan Sponsor; (iii) Plan Sponsor does not adhere to the Formulary; (iv) the utilization data provided by Plan Sponsor (or Plan Sponsor's agent) upon which the calculation of guarantees were based is inaccurate, \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 24 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A incomplete; (v)there is a substantial change in drug utilization patterns of Covered Individuals; or (vi) Plan Sponsor terminates before completion of the applicable, full Contract Year. In addition, Plan Sponsor agrees that Envision's liability to Plan Sponsor for shortfalls in financial guarantees, in the aggregate, for any Contract Year shall be limited to amounts paid by Plan Sponsor to Envision for Administrative Fees during the applicable Contract Year, and Plan Sponsor has no right of offset to withhold any payment due Envision under this Agreement for any amounts Plan Sponsor believes are owed by Envision for financial guarantees. Annual Average Manufacturer Derived Revenue Guarantee(E),(F),(G),(H) For Contract Year 1: • $39.70 Per Eligible Employee,per month(PEPM) For Contract Year 2: • $43.14 PEPM For Contract Year 3: • $47.31 PEPM (E)Manufacturer Derived Revenue guarantees are stated as annual average amounts per Contract Year. (F) Guarantees require Plan Sponsor to maintain a Benefit Plan that has a tier structure with a minimum $20 differential in Cost Share between preferred Brand Drugs and non-preferred Brand Drugs. (G)Guarantees are based an annual average Eligible Employee count of 1,041. If the annual average Eligible Employee count exceeds 1,041 guarantees are subject to change. Guarantees require Plan Sponsor to utilize current Envision Standard Formulary with the understanding that members active as of the Effective Date of this Agreement shall continue to receive Specialty Medication Therapy utilizing the Specialty Drug initially prescribed. Plan Sponsor acknowledges that the annual average Manufacturer Derived Revenue guaranteed amounts specified in this Exhibit 1 are conditioned upon Plan Sponsor's adherence to certain conditions under this Agreement. (a) If the Manufacturer Derived Revenue advanced to Plan Sponsor for the Contract Year is, overall, lower than the overall Manufacturer Derived Revenue earned by Plan Sponsor for the Contract Year, Envision shall pay the difference to Plan Sponsor, after application of any additional offset allowed under this Agreement. (b) If the Manufacturer Derived Revenue earned by Plan Sponsor for the Contract Year is, overall, lower than the annual average Manufacturer Derived Revenue guaranteed amounts specified above, in the aggregate, Envision shall pay the difference to Plan Sponsor, after application of any additional offset allowed under this Agreement. Notwithstanding anything herein to the contrary, Envision shall not be liable to Plan Sponsor for any shortfall in guaranteed Manufacturer Derived Revenue if: (i) Plan Sponsor makes a change to the Benefit Plan at any time (regardless of whether or not such change is required by law); (ii) the configuration of System edits is modified by Plan Sponsor; (iii) Plan Sponsor does not adhere to the Formulary; (iv) the utilization data provided by Plan Sponsor (or Plan Sponsor's agent) upon which the calculation of guarantees were based is inaccurate, incomplete; (v)there is a substantial change in drug utilization patterns of Covered Individuals; (vi) there is a loss of rebates due to pharmaceutical manufacturer drug patent expirations, manufacturer bankruptcy, or removal of a drug from the market; (vii) there are changes in pharmaceutical manufacturer rebate contracting terms or policies; (viii) Plan Sponsor's Benefit Plan does not meet the conditions for rebates of pharmaceutical manufacturer contracts including market share rebates; (ix) if Plan Sponsor has been excluded by a manufacturer; (x)there is any governmental regulation, ruling, Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 25 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A or guidance that impacts Envision's ability to maintain current Manufacturer Derived Revenue yields; or (xi) Plan Sponsor terminates before completion of the applicable, Contract Year. Plan Sponsor agrees that Envision's liability to Plan Sponsor for shortfalls in fmancial guarantees, in the aggregate, for any Contract Year shall be limited to amounts paid by Plan Sponsor to Envision for Administrative Fees during the applicable Contract Year, and Plan Sponsor has no right of offset to withhold any payment due Envision under this Agreement for any amounts Plan Sponsor believes are owed by Envision for financial guarantees. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 26 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A EXHIBIT 2 AUTHORIZED THIRD PARTIES Plan Sponsor has engaged the services of a broker or consultant ("Consultant"), set forth below, to provide consultative services for Plan Sponsor. Envision agrees to directly pay the fee Plan Sponsor negotiated with Consultant (the "Consultant Fee") to the Consultant. Plan Sponsor hereby confirms that the Consultant Fee is fair and reasonable, commensurate with other consultant fees in the industry and not in violation of any law or regulation. The Consultant Fee is as follows: ' • $25,000.00: For consulting services provided during the procurement process due within thirty days of the award of the Agreement • $25,000.00: For auditing services provided twice throughout the duration of the Agreement (the first within the second year of the Agreement, the second within the third year of the Agreement) due within thirty days of the completion of the audit Legal Name of Consultant: Gallagher Healthcare Analytics Address: Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 27 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A EXHIBIT 3 PERFORMANCE GUARANTEES Envision shall provide PBM Services in accordance with the Performance Guarantees specified in this Exhibit. So long as both parties have executed the Agreement, Envision shall provide Plan Sponsor with a Performance Guarantee report within ninety (90) days after the end of each Contract Year. The total amount of penalties payable by Envision in any Contract Year shall not exceed ten percent (10%) of Envision's Administrative Fee paid by Plan Sponsor during the applicable Contract Year for on-going Performance Guarantees with no more than ten percent (10%) to be allocated towards one performance area. In addition, Envision is offering a one-time implementation performance guarantee with $5,000 at risk. Failure to meet Performance Guarantees shall not be deemed to be a breach of this Agreement. Unless otherwise noted in this Exhibit, Performance Guarantees shall be measured annually on a client specific basis. Upon receipt of Envision's annual Performance Guarantee report, if Envision failed to meet any of the Performance Guarantees noted in this Exhibit and Plan Sponsor desires to assess penalties,then Plan Sponsor will provide Envision with written notice to assess a penalty upon receipt of Envision's annual Performance Guarantee report. Any penalties assessed against Envision pursuant to this Agreement will be credited against future billings to Plan Sponsor in accordance with the execution of this Agreement and Envision's standard procedures. In the event that any failure by Envision to meet any Performance Guarantee is due to a force maj cure as defined in this Agreement, failure by Plan Sponsor to perform its obligations under this Agreement, or actions or inactions of Plan Sponsor that adversely impact Envision's ability to maintain the Performance Guarantee(s), Envision will be excused from compliance with such Performance Guarantee(s) until such circumstances have been resolved and any existing backlogs or other related effects have been eliminated. The following Performance Guarantees shall apply through June 30th, 2020, for service that have been fully delegated to Envision: \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 28 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A Envision Performance Guarantees PG# Performance Performance Standard Yleasurement Annual Category Period Penalty Account Management 1 Account Envision guarantees an average account Annually No more Management management satisfaction rate of 3 or than 10% Satisfaction higher per Contract Year, on Envision's to be standard Account Management survey allocated with a scale of 1 to 5 (5 being the towards highest). Plan Sponsor employees, who one have routine day to day interactions with performan Envision's account management team, ce area. shall promptly complete and return all surveys. 2 Standard Envision guarantees that it shall follow Annually No more Benefit implementation timelines for modifying than 10% Modification standard changes to existing benefits to be Turnaround within thirty(30) calendar days or less allocated from the date that Envision receives the towards final benefit design from Plan Sponsor. one performan ce area. Help Desk 3 Average Speed Envision shall answer calls to the Annually No more of Answer- member service telephone line than 10% Member administered by Envision within an to be Service average of thirty(30) seconds per allocated Contract Year,measured on a book of towards business basis. one performan 4 Call Center Envision shall make available a toll free Annually No more Abandonment member help desk telephone line. The than 10% Rate Abandonment Rate of the member help to be desk telephone line will be five percent allocated (5%) or less per Contract Year, towards measured on a book of business basis. one \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 29 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 5 Blocked Call 1% or less of calls to Envision's Annually No more Rate member help desk call centers will than 10% receive a busy signal each Contract to be Year, measured on a book of business allocated basis. towards "Blocked Call Rate"means the (i) one number of incomplete member performan telephone calls to member help desk ce area. call centers each Contract Year which were never received due to the caller receiving a busy signal, divided by(ii) the total number of member telephone calls presented to member help desk call centers during such Contract Year. Mail Order Pharmacy 6 Dispensing Dispensing Accuracy Rate for each Annually No more Accuracy Contract Year will be 99.99% or greater, than 10% measured on a book of business basis. to be "Dispensing Accuracy Rate"means (i) allocated the number of all mail and specialty towards pharmacy prescriptions dispensed by one Envision, less the number of those performa prescriptions which are reported to nce area. Envision and verified by Envision as having been dispensed with the incorrect drug, strength, form,patient name, directions, address causing the medication to be delivered incorrectly and packing non-conformances divided by (ii)the number of all mail and specialty pharmacy prescriptions dispensed by Envision. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 30 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 7 Mail Envision shall dispense "Clean Mail Annually No more Turnaround Service Orders"within an average of two than 10% Time—Clean (2) business days per Contract Year, to be Orders provided EnvisionPharmacies has allocated dispensed a minimum of one thousand towards (1,000)total mail service orders in such one Contract Year. performa "Clean Mail Service Order"means mail nce area. service orders received by EnvisionPharmacies that are in stock and which do not require physician or patient contact or other non-standard procedures prior to dispensing by EnvisionPharmacies. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 31 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 8 Mail Envision shall dispense intervention Annually No more Turnaround mail service orders within an average than 10%to Time— of five (5) business days per Contract be allocated Intervention Year,provided EnvisionPharmacies towards one Orders has dispensed a minimum of one performance thousand (1,000) total mail service area. orders in such Contract Year. "Intervention Mail Service Order" means mail service orders received by EnvisionPharmacies that are not in stock and which do require physician or patient contact or other non- standard procedures prior to dispensing by EnvisionPharmacies. Retail Pharmacy 9 Online Except for scheduled maintenance Annually No more Claims periods,Envision's claims than 10%to Processing adjudication system will be available be allocated System at least ninety nine percent (99%) of towards one Availability the time,measured on a book of performance business basis. area. 10 Online Ninety-eight percent(98%) or more Annually No more Claims of online transactions will be than 10%to Processing processed within four(4) seconds be allocated System based on an annual average, towards one Response measured on a book of business basis. performance area. Other Services 11 Eligibility All usable eligibility files received Annually $40 per file, Load before 7:00 AM Eastern Time on any subject to a Turnaround business day will be accurately maximum loaded and active in the on-line penalty of claims adjudication system within $500 per two (2) business days of Envision's Contract receipt. Year. 12 Standard Envision's standard financial Annually $40 per file, Financial reporting package will be made subject to a Reporting available online within 30 days maximum Package following the end of the quarter. penalty of Turnaround $500 per Contract \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 32 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A Account Management Implementation guarantee is contingent on Plan Sponsor and any applicable third party fully complying with all implementation requirements and scheduled completion dates for any applicable penalty to apply. Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 33 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A CLINICAL PROGRAMS EXHIBIT Envision shall provide the following Clinical Programs to Plan Sponsor: Standard Cost Reduction Services (included in Administrative Fee) Concurrent Drug Utilization Review ("DUR") Program — point of sale system checks to identify contraindicated drugs and drug strengths not recommended Envision's Concurrent DUR Program provides electronic clinical monitoring of prescription drugs at the point-of-sale claims system edits. It is designed to encourage cost-effective, high quality drug therapies by notifying pharmacists of potential drug therapy complications at the point-of-sale before prescriptions are dispensed. The DUR Program is intended to be used by the pharmacist as a screening tool to detect outlying prescription drug utilization patterns, but not substitute for professional judgment. All claims submitted through the Envision Concurrent DUR Program are entered into the patient's active drug profile, thus allowing the system to evaluate prescription claims prior to the initiation of drug therapy. The patient's profile is accessed regardless of the participating pharmacy the patient may choose. Drug Utilization Review Listed below are the eleven major Concurrent DUR modules that Envision utilizes during the processing of prescription drug claims. All of the clinical modules use National Council of Prescription Drug Plans ("NCPDP") standard conflict codes: • Duplicate Therapy(drugs from the same therapeutic class) • Drug-Drug Interaction(combinations of drugs with potential for severe adverse effects) • Low Dose Alert (drug doses that fail to meet the suggested minimum daily dose) • High Dose Alert (drug doses that exceed the suggested maximum daily dose) • Excessive Utilization ("Too Soon Refill" Monitoring which monitors refill claims sent before a defined percentage of the previous fill is used) • Geriatric Precautions (drugs inappropriate for patients over the age of 60) • Pediatric Precautions (drugs inappropriate for pediatrics based on the patient's tender age) • Drug Duplication(drugs containing the same ingredients) • Drug-Gender Precaution(drugs not indicated for a specific gender) • Drug-Disease Precaution(drugs inappropriate) • Under-Utilization (Late Refill Monitoring which is a refill for a chronic maintenance drug requested at an interval longer than directed by the prescriber) Each DUR warning is accompanied by the appropriate NCPDP DUR conflict code and message. The message received will be in a format designed by the pharmacy software vendor. Additionally, most pharmacy software may also have editing capability, but may be limited to prescriptions filled at that store or chain. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 34 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A Additional Clinical Program Services (priced separately) Medication Therapy Management/Drug Therapy Management Envision's Medication Therapy Management/Drug Therapy Management ("MTMfDTM") Program is designed to achieve appropriate therapeutic outcomes for targeted patients through improved medication use. This includes the involvement of patients, caregivers, care providers, pharmacists, physicians, educators, and care coordinators. The Program is consistent with evidence based-guidelines, including guidance from the Centers for Medicare and Medicaid Services ("CMS"). Prospective candidates for the DTM/MTM Program are those patients who have multiple chronic conditions, are taking multiple medications, and will most likely incur high annual drug costs. In addition, specific patients that fall outside of the previously mentioned identification criteria may be identified as eligible for DTM/MTM intervention due to significant therapy care gaps. The MTM/DTM Program consists of 2 basic elements: Therapy Care Gap interventions and Adherence and Persistence (A&P) interventions. A) Therapy Care Gap Management Therapy Care Gaps are interventions designed to identify patients who have a gap between their current therapy and the ideal therapy needed to achieve optimal clinical outcomes. Therapy Care Gap recommendations are developed based on current clinical guidelines and clinical evidence. Patients with therapy gaps are identified using full prescription drug claims history as well as patient demographics, concurrent disease states and concurrent medications. Therapy Care Gaps are then reviewed for clinical relevance by clinical pharmacists, and the prescribing physician and patient are notified as appropriate. Patients will also receive educational materials on a quarterly basis. Outcomes reporting at 6 months and annually will quantify the number of Therapy Care Gaps identified, changes in physician prescribing post-identification and communication, and the change in actual patient medication history post-identification. B) Medication Adherence and Persistency (three disease states) Medication Adherence and Persistency ("A&P") interventions identify members who are not properly following the prescriber's instruction regarding medications ("adherence") or are -' not remaining on the prescribed therapy for the recommended time period ("persistence"). The Program targets medication for chronic diseases such as hypertension, diabetes, and high cholesterol. Additional (greater than 3) disease states can be selected for an additional fee. Potential medication non-adherence is identified in a target patient population using four major parameters: Medication Possession Ratio ("MPR"), Median Gap, Persistence, and Days of Therapy. This service seeks to identify and resolve issues related to compliance and/or persistency by offering patients quarterly progress reports on their adherence and notifications to providers and/or disease management firms for further interventions that foster compliant and persistent behavior. In addition to the individualized quarterly member progress reports, annual outcomes reports documenting the change in adherence parameters \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 35 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A for the year as compared to the baseline period. C) Included Reports: • Outcomes reports at 6 months and annually on all Therapy Care Gaps; • Disease state specific reports and 6 months and annually regarding chronic medication adherence for those drugs within those disease states; and • Quarterly and annual individual personalized member medication adherence reports. Fees for Additional Clinical Program Services • Drug Therapy Care Gap Management: $0.55 PMPM • Medication Adherence and Persistency(up to three disease states): $0.55 PMPM \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 36 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A COVERAGE DETERMINATION AND APPEALS PROCESS ADDENDUM This Coverage Determination and Appeals Process Addendum (hereinafter "Addendum") is entered into by and between Envision Pharmaceutical Services, LLC (hereinafter "Envision") and (hereinafter "Plan Sponsor") as follows. This Addendum is effective (hereinafter the "Effective Date"). BACKGROUND Envision and Plan Sponsor are parties to a Pharmacy Benefit Management Services Agreement dated (hereinafter "Agreement") under which Envision provides PBM Services to Plan Sponsor. Plan Sponsor wishes for Envision to provide additional services under the Agreement as set forth below. NOW THEREFORE,Envision and Plan Sponsor agree as follows: 1. Initial Coverage Determinations and Appeals: Envision shall administer a Coverage Determination and Appeals Process under Plan Sponsor's direction as described in Exhibit 1-A. The Coverage Determination and Appeals Process will include: (i) Real-time adjudication to determine coverage/non-coverage status of a Claim; (ii) Initial Determinations '(including Clinical Prior Authorizations); and (iii) Redeterminations ("Internal Appeals"). The Coverage Determination and Appeals Process will meet the requirements of the Department of Labor's Internal Claims and Appeals and External Review Processes under 29 CFR §2590.715-2719. 2. Compensation: Plan Sponsor shall pay Envision the following fees: Provided Internally by Envision Coverage Determinations (including Clinical Prior $35.00 per request Authorizations) Redeterminations (Internal Appeals) $125 per request Postage 100%pass-through of all postage 3. All other terms and conditions of the Agreement not modified by this Addendum or any prior amendment or addenda shall remain unchanged. [SIGNATURE PAGE FOLLOWS] Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 37 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A IN WITNESS WHEREOF, Envision and Plan Sponsor have executed this Addendum as of the Effective Date above. For ENVISION: For PLAN SPONSOR: DocuSigned by: DocuSigned by: V RV 561A,t/Lit, NUMwtt,YSLLA BJ: '4A75E4B7-4F4P,3 B,7• 06379948755E477 Matt Gibbs Bonnie Hammersley County Manager Print Name and Title Print Name and Title President, Commercial & Managed Markets \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 38 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A EXHIBIT 1-A EnvisionRxOptions Coverage Determination and Redetermination (Internal Appeal) Program Description (Revision date 12/04/2012) Envision maintains a process for Coverage Determinations (including Clinical Prior Authorizations), and Redeterminations. Envision utilizes a claim adjudication platform to determine real-time coverage/non-coverage status for Claims submitted electronically at the Point-of-Sale. Claims failing one or more Benefit Plan coverage rules are rejected at the Point- of-Sale and information regarding the reject reason(s) is conveyed to the dispensing pharmacy at the Point-of-Sale. Pharmacy personnel may contact Envision's Customer Service Department to begin the Coverage Determination process or they may inform the Member of the reason(s) for the rejection and provide the Member with instructions to contact the Customer Service Department in the event the Member would like to initiate a Coverage Determination. Coverage Determinations (or Clinical Prior Authorizations) When a Coverage Determination request is initiated, the information connected with the rejected prescription is conveyed by Envision to the Prescriber via fax with a request for specific information regarding the Member's medication history and disease diagnosis. The Prescriber completes the form and returns it to Envision where the information provided by the Prescriber is evaluated by an Envision clinical pharmacist. Expedited Coverage Determinations occur as soon as possible, taking into account medical exigencies, but no later than 24 hours of receipt of the request and standard determinations occur within 72 hours of receipt of the request. If the information provided meets the criteria to allow an override of the initial rejection, an override will be configured in the adjudication system that will allow the Claim to process. If the clinical review determines the prescription fails to meet the coverage criteria, the prescription will remain in rejected status. The result of the Coverage Determination is communicated to the Member by written letter, the Prescriber by fax, and the dispensing pharmacy by fax. In the event the Coverage Determination results in an Adverse Benefit Determination, as defined below, the notice to the Member and Prescriber includes information identifying the Claim involved, the specific reason for the Adverse Benefit Determination, instructions about the right to initiate a Redetermination (Internal Appeal), a link providing the availability and contact information of an agency offering assistance to the Member with the appeals and external review processes, if one is available, and may contain additional information as directed by Plan Sponsor. An Adverse Benefit Determination is a denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of a participant's or beneficiary's eligibility to participate in a plan, and including, with respect to group health plans, a denial,reduction, or to znination of, or a failure to provide or make payment (in whole or in part) for, a benefit resulting from the application of any utilization review, as well \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 39 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A as a failure to cover an item or service for which benefits are otherwise provided because it is determined to be experimental or investigational or not medically necessary or appropriate. 29 CFR 2560.503-1(m). An Adverse Benefit Determination also includes any rescission of coverage as defined in the regulations restricting rescissions (26 CFR 54.9815 2712T(a)(2), 29 CFR 2590.715-2712(a)(2), and 45 CFR 147.128(a)(2)), whether or not there is an adverse effect on any particular benefit at that time. The availability and contact information of an agency offering assistance to the Member with the appeals and external review processes can be found at: .healthcare.gov/using- insurance/managing/consumer-help/index.html. Redetermination(Internal Appeal) Upon initiation of a Redetermination by the Prescriber or Member (or the Member's appointed representative), additional supporting documentation may be requested by Envision from the Prescriber. Expedited Redetermination request evaluations occur as soon as possible, taking into account medical exigencies, but no later than 72 hours of receipt of the request to allow the Member to submit additional information for consideration, and standard evaluations occur within 72 hours of receipt of the request. The evaluation is performed by a clinical pharmacist or pharmacists other than the pharmacist or pharmacists that reviewed the original Coverage Determination request,to maintain impartiality within the review process. Envision will allow a Member to review the claim file and to present evidence and testimony as part of the Internal Appeals process. Envision will provide the Member, free of charge, with any new or additional evidence considered, relied upon, or generated by the Redetermination as soon as possible and sufficiently in advance of the date on which the notice of an Adverse Benefit Determination is required to be provided, to give the Member a reasonable opportunity to respond prior to that date. If the Redetermination information supports an override of an Adverse Benefit Determination, an override will be configured in the adjudication system which will allow the Claim to process. If evaluation determines the Redetermination request fails to meet the coverage criteria, the Claim will remain in rejected status. The result of the Redetermination is communicated to the Member by written letter and the Prescriber by fax. In the event the Redetermination results in an Adverse Benefit Determination, the notice to the Member and Prescriber will include information identifying the Claim, the specific reason for the Adverse Benefit Determination including a discussion of the decision including the plan provision relied upon, instructions about their right to initiate an External Review, if applicable, a statement that the Member has a right to bring a civil action under ERISA Section 502(a) following a denial upon appeal, a link providing the availability and contact information of an agency offering assistance to the Member with the external review process, if one is available, and may contain additional information as directed by Plan Sponsor. The Member may, upon request and free of charge,receive reasonable access to and copies of all documents, records, and other information used in the Coverage Determination \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 40 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A The availability and contact information of an agency offering assistance to the Member with the appeals and external review processes can be found at: www.healthcare.govfusing- insurance/managingiconsumer-help/index.html. ### \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 41 of 41 DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A ,4cOz° DATE(MM/DD/YYYY)® CERTIFICATE OF LIABILITY INSURANCE 08/07/2017 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 CONTACT MARSH USA INC. P PHHOON' NE FAX 501 MERRITT 7 (A/C,No,Ext): (NC,No): NORWALK,CT 06856-6010 E-MAIL Attn:Norwalk.certrequest @marsh.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# 416752-ENVIS-GAWXM-17-18 INSURER A:Allied World Assurance Company,Inc. 19489 INSURED Envision Pharmaceutical Services,LLC INSURER B:NIA N/A 2181 East Aurora Road,Suite 201 INSURER C:Columbia Casualty Company 31127 Twinsburg,OH 44087 INSURER D:N/A N/A INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-010061119-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 0309-3594 01/01/2017 01/01/2018 EACH OCCURRENCE $ 5,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES Ea occur ence ) $ 500,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 5,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) C X UMBRELLA LIAB HMC4032206476-2 01/01/2017 01/01/2018 10,000,000 OCCUR EACH OCCURRENCE $ EXCESS LIAB X CLAIMS-MADE AGGREGATE $ 10,000,000 DED X RETENTION$10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Healthcare Facilities 0309-3594 01/01/2017 01/01/2018 SEE ATTACHED Medical Professional Liability (CLAIMS MADE) SEE ATTACHED DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Envision Pharmaceutical Services,LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2181 East Aurora Road,Suite 201 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Twinsburg,OH 44087 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Nancy Kalbfell ix Qom,cy� 1o..e.460 o L ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A THE FOLLOWING SCHEDULE OF INSURED ENTITIES APPLIES TO AWAC POLICY,POLICY 0309-3594 ONLY HEALTHCARE FACILITIES MEDICAL PROFESSIONAL LIABILITY LIMITS EACH CLAIM: $5,000,000 AGGREGATE FOR ALL CLAIMS:$5,000,000 SHEDULE A-SCHEDULE OF INSURED ENTITIES Account Name:RediClinic,LLC Insured Entity Retroactive Date Effective Date Termination Date Advance Benefits,LLC 1/1/2009 1/1/2018 Ascend Health Technology LLC 3/15/2012 1/1/2018 British United Provident Associated Ltd.(only as respects to their ownership of Health Dialog Services Corportion) 1/18/2008 1/1/2018 BUPA US Holdings II Inc. 1/18/2008 1/1/2018 Design Rx Holdings LLC 1/1/2009 1/1/2018 Design Rx,LLC 7/1/2004 1/1/2018 Designrxclusives,LLC 1/1/2009 1/1/2018 Envision Insurance Company 1/1/2009 1/1/2018 Envision Medical Solutions,LLC 1/1/2009 1/1/2018 Envision Pharmaceutical and WI subsidiaries 1/1/2009 1/31/2018 Envision Pharmaceutical Holdings LLC 1/1/2009 1/1/2018 Envision Pharmaceutical Services,LLC 1/1/2009 1/1/2018 Envision Pharmacies 1/1/2009 5/1/2018 EnvisionRx Puerto Rico,Inc. 10/20/2015 1/1/2018 Fairview Medical Services Corporation 4/1/1997 1/1/2018 First Florida Insurers of Tampa,LLC 1/1/2009 1/1/2018 Hackensack Meridian RediClinic,LLC 8/29/2018 8/29/2018 Health Dialog Analytic Solutions Inc. 8/2/2005 1/1/2018 Health Dialog Data Services Inc. 11/15/2001 1/1/2018 Health Dialog Inc. 4/1/1997 1/1/2018 Health Dialog Services Corporation 4/1/1997 1/1/2018 Health Dialog UK Limited 5/23/2005 1/1/2018 12/3112011 Health Services Dialog Corporation 4/1/1997 1/1/2018 Hunter Lane,LLC 8/13/2013 1/1/2016 Laker Software,LLC 11/25/2013 1/1/2016 MedTrak Services,L.L.C. 1/1/2009 1/1/2016 Meridian RediClinic,LLC 8/1/2018 8/1/2018 Orchard Pharmaceutical Holdings 1/1/2009 1/1/2016 Orchard Pharmaceutical Services,LLC 1/1/2009 1/1/2016 5/1/2016 RCMH,LLC 3/12/2007 1/1/2016 RediClinic Associates,Inc. 1/14/2009 1/1/2016 RediClinic Austin,LLC 2/11/2014 1/1/2016 RediClinic of Austin,LLC 1/1/2015 1/1/2016 RediClinic of Chicago,LLC 9/8/2015 1/1/2016 RediClinic of Dallas Fort-Worth,LLC 5/19/2015 1/1/2016 RediClinic of DC,LLC 5/19/2015 1/1/2016 RediClinic of DE,LLC 5/19/2015 1/1/2016 10/3112016 RediClinic of MD,LLC 8/19/2014 1/1/2016 RediClinic of PA,LLC 8/20/2014 1/1/2016 RediClinic of VA,LLC 4/1/2015 1/1/2016 RediClinic of WA,LLC 8/29/2014 1/1/2016 RediClinic US,LLC 3/17/2008 1/1/2016 RediClinic,LLC 4/26/2005 1/1/2016 Rite Aid for Ownership Interest Only 8x2412015 1/1/2016 RiteAid Pharmacy(for ownership interest only) 4/1/2014 1/1/2016 Rx Initiatnres,L.L.C. 1/1/2009 1/1/2016 RX Options,LLC 1/1/2009 1/1/2016 Updated 12113/2016 v2431 (12/2008)SCHEDULE A-SCHEDULE OF INSURED ENTITIES DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A ® DATE(MM/DD/YYYY) A CERTIFICATE OF LIABILITY INSURANCE 06/30/2017 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 t certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT a NAME: Aon Risk Services Northeast, Inc. PHONE FAX New York NY Office (A/C.No.Ext): (866) 283-7122 (A/C.No.): (800) 363-0105 L 199 water Street E-MAIL p New York NY 10038-3551 USA ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: National Union Fire Ins Co of Pittsburgh 19445 Envi si on Pharmaceuti cal Holdings, LLC INSURER B: 2181 E. Aurora Road, Suite 201 Twinsburg OH 44087 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570068176206 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) MED EXP(Any one person) PERSONAL&ADV INJURY �O 0 N GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE POLICY PE6 LOC PRODUCTS-COMP/OPAGG m • o OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) , ANY AUTO BODILY INJURY(Per person) O Z OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS ONLY _ AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE ONLY AUTOS ONLY (Per accident) • 4) d UMBRELLA LIAB OCCUR EACH OCCURRENCE U EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS Y C COMPENSATION Y/ T N AND I PER STATUTE I I0TH- ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT -_ A Cyber Liability 013081143 03/17/2017 03/17/2018 Limit of Liability 510,000,000 SIR applies per policy terms & conditions SIR $2,500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if mom space is required) see attached for all policies CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Envi si on Pharmaceuti cal Services, LLC AUTHORIZED REPRESENTATIVE 2181 E. Aurora Road .�^ suite 201 Twinsburg ON 44087 USA i�� este+ioeee1 ,�`/,'� tom. cf'✓�Ge� e J - ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A AGENCY CUSTOMER ID: 570000022249 LOC#: Ai °%°® ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY NAMED INSURED Aon Risk Services Northeast, Inc. Envision Pharmaceutical Holdings, LLC POLICY NUMBER See Certificate Number: 570068176206 CARRIER NAIC CODE See Certificate Number: 570068176206 EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Cyber Liability Cyber Liability 1st Excess, 10 million x 10 million, Zurich American Insurance Co. Policy # SPR557437504 Cyber Liability 2nd Excess- 10 million x 20 million, Lloyds Syndicate 1218 Policy # FSCEO1700117 Lloyds syndicate 3000 Lloyds Syndicate 4000 Lloyds Syndicate 2007 Lloyds Syndicate 1458 Lloyds Syndicate 2015 Lloyds Syndicate 4444 Lloyds Syndicate 5678 Lloyds syndicate 1980 Cyber Liability and Excess- 20 million x30 million, Lloyds Syndicate 457, Policy # FSCEO1700126 Lloyds Syndicate 4472 Lloyds Syndicate 4711 cyber Liability- 4th Excess- 10 million x 50 million, Travelers casualty & surety co of America, Policy # 106703894 ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD