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HomeMy WebLinkAbout2025-682-E-Health Dept-Pharmalink-Pharmaceutical drug return and destruction servicesRevised 01/24 1 [Departmental Use Only] TITLE Pharmalink Drug Ret FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 28th day of October, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Pharmalink, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Pharmaceutical drug returns and disposal services. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provide pharmaceutical drug return to manufacturer for credit for items deemed returnable and destruction services for those items deemed non-returnable per Exhibit A: Statement of Work, attached and hereby incorporated by reference. 4. Duration of Services a. Term. The term of this Agreement shall be from November 1, 2025 to June 30, 2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be November 1, 2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Four Thousand Five Hundred Dollars ($4,500). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Carla Julian) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Revised 01/24 4 Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Revised 01/24 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Revised 01/24 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County 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 or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Revised 01/24 7 functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. 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. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Kimberlee Quatrone Pharmalink, Inc. P.O. Box 8181 8285 Bryan Dairy Rd. #200 Hillsborough, NC 27278 Largo, FL 33777 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Quintana Stewart, Health Director By: __________________________________ Paul Wellander, Regional Manager, Southeast Printed Name and Title Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Pharmalink, Inc. Vendor Contact Person: Paul Wellander Phone: 615-589-8958 Address: 8285 Bryan Dairy Road, #200 City Largo State: FL Zip: 33777 Department: Health Amount: $4,500 Purpose: Pharmaceutical drug return and destruction services Budget Code(s): 10414020-630000-no project/71406/71414/71416/71418 Vendor # N/A Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10-15-2025 End Date 6-30-2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B 10/31/2025 11/4/2025 11/6/2025 11/6/2025 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 6ED18763-A7C3-4B31-BDAE-1583D10815C4Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B EXHIBIT A STATEMENT OF WORK Pharmaceutical Returns and Disposal Services – MMS2300885 This statement of work (“SOW”), adopts and incorporates by reference the terms and conditions of the Pharmaceutical Return and Disposal Service Agreement (“Agreement”) which was entered into on October 28, 2025 between PHARMALINK, INC, a Florida corporation, with its principal place of business located at 8285 Bryan Dairy Road, #200, Largo, FL 33777 ("PLI") and , with its principal place of business located at ("Customer" and together with PLI, the "Parties", and each a "Party"), as it may be amended from time to time. This SOW is effective beginning on (“Effective Date”) and will run commensurate with the term of the Agreement. Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW and the Agreement. Capitalized terms used but not defined in this Statement of Work shall have the meanings set out in the Agreement. DEFINITIONS: "Authorized Distributor of Record" shall mean as defined in Section 503 (e)(3)(A) of the Federal Food, Drug and Cosmetic Act, a distributor with whom a Manufacturer has established an ongoing relationship to distribute such Manufacturer's Products. “Direct Credit” shall mean credit received by Customer, in the form of a check, from the Product Manufacturer or the Manufacturer’s Processor in lieu of credit issued to the Customer’s wholesaler account. “Estimated return Value” (ERV) shall mean the estimated credit value to be received from a manufacturer for a product that meets the manufacturers current Returned Good Policy (RGP). "Expired Product" shall mean returned prescriptions, damaged Product, Short Dated Products or Products that have exceeded the manufacturer’s shelf life date specified on the product’s packaging. "Manufacturer'' shall mean any company engaged in the production and sale of Products. “Product” shall mean brand pharmaceuticals, generic pharmaceuticals, specialty pharmaceuticals and over the counter products. “Product Value” (PV) shall mean ERV at the time the product is received and processed. “Pay by Credit” shall mean any amount due PLI, by the customer, shall be offset against the balance of the value of any present or future credits. "Non-scheduled Product" shall mean prescription pharmaceuticals which are not regulated by the Drug Enforcement Agency and not defined as a "Scheduled Product" under the Controlled Substance Act of 1970. "Scheduled Product" shall mean a drug or other substance, or immediate precursor, regulated by the Drug Enforcement Agency and defined under the Controlled Substance Act of 1970 including schedule I, II, Ill, IV and V products. “Short dated Product” shall mean Products that have a useful shelf life of less than six (6) months from the Product expiration date as noted on the Product package. Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B 2 CONFIDENTIAL 11122019 “Future dated Product” shall mean products that have not yet expired and have the potential to age and be returnable at a date in the future according to the manufacturer return policy. “Viable product” shall mean any product that is in the original manufacturer packaging or that has the reasonable expectation of return credit according to the manufacturer’s returned goods policy. “Non-Viable product” is defined as a pharmaceutical that cannot be sold, returned to the manufacturer, wholesaler or reverse distributor with a reasonable expectation of credit, or donated to a charitable organization. This includes but is not limited to any product: (1) labeled “Not for Resale,” “Sample,” “Damaged,” or “Repackaged,” (2) that is void of inventory, (3) that has been dispensed outside of the original manufacturer packaging, (4) that has no reasonable expectation of credit according to the manufacturer’s return policy, and (5) considered medical waste, sharps, raw materials and/or chemicals used in compounding, compounded liquids, creams, or gels, biohazardous waste, or aerosols. I.Summary of Services PLI shall perform the services as set forth in this SOW in compliance with all applicable federal, state and local laws, rules, and regulations. II.Deliverables •PLI o Detailed Return Inventory reports. o Certificates of Destruction. o Non-returnable Inventory Reports. o Corporate Level Reports upon request. •Customer o Monthly report of credits received directly from manufacturer or wholesaler for return product processed by PLI. III.Obligations of PLI PLI shall provide Company with Pharmaceutical Return and Disposal Services, including but not limited to: •Ground shipping, via common carrier, from the returning facility to the PLI processing facility. •Processing of returned products to determine credit eligibility according to the manufacturer’s and/or wholesaler’s Returned Goods Policy. •Shipment of returnable product to pharmaceutical manufacturer for credit. •Sortation, characterization, and profiling of non-returnable merchandise. •Disposal of non-returnable products via incineration. •Application and execution of product return authorizations. •Product staging and handling. •Detailed return inventory reports and certificates of destruction. •Access to web-based inventory and reporting applications. •Storage and tracking of Future dated product. a.Manufacturer Return Process 1.PLI will obtain and complete all manufacturers’ return authorizations. 2.Through standard returns processing, the manufacturer issues the following types of credit: •wholesaler credit, •direct reimbursement check, or •exchange product. Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B 3 CONFIDENTIAL 11122019 The method and amount of credit issued is determined solely by the manufacturer therefore PLI does not guarantee or warrant the provision of a refund or credit. 3. The time period for credit issuance by a manufacturer varies based on the manufacturer’s return policy. 4. PLI will leverage wholesaler invoicing when possible and deduct appropriate fees from the Customer’s return credits as credits are received. 5. Future dated products will be stored in PLI’s aging morgue up to 18 months and reprocessed upon meeting the requirements of manufacturer’s return policy. Should these products no longer meet the requirements of the manufacturer return policy or exceed 18 months aging, they will be processed for disposal and Customer will be invoiced at the current disposal rate. Future dated product will be aged if product’s return value is greater than $5.00/unit. CII product will be aged for a maximum period of 180 days in PLI’s CII vault. b. Disposal Process 1. PLI will only process viable products that have a reasonable expectation of credit. Customer shall not send PLI any products that do not meet the definition of a viable product. 2. Non-returnable items will be documented in a non-returnable inventory indicating product name, NDC, quantity, and the reason for non-eligibility for credit. 3. All non-viable/non-returnable items will be destroyed via incineration and a Certificate of Destruction shall be provided to the returning facility. The Customer will be invoiced at the contracted disposal rate. c. Reports PLI will provide return detail reports by manufacturer after processing all returns. This report will include product name, national drug code (NDC), lot number, quantity, and estimated return value (ERV). These reports will be available upon completion of each return and available on the PLI website. Corporate Level reports will be available to designated Customer personnel. d. Return Service Components 1. Return Preparation & Support Service: • Easy to use web-based reporting application • Management and generation of user names and passwords for facility users • Setup site and product records in databases and systems • Customer formulary and pricing import – if customer price file is not made available to PLI, industry WAC will be used for pricing. • Customize Return Policy and RA databases • Verification of site licensing and credentials • Facility and user training 2. Return Processing Services & Systems Maintenance: • Password resets, changes, and maintenance • Project management and reporting • Receipt and documentation of packages from facilities • Physical processing and reconciliation of received product. • Data entry to systems and material handling • DEA 222 form management • Waste characterization, inventory, and disposal of non-returnable products • Storage of packages prior to processing and disposal Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B 4 CONFIDENTIAL 11122019 • Future dated product will be aged up to 18 months if product’s aggregate return value is greater than $5.00/unit. • Future date CII product will be aged for a maximum period of 180 days in PLI’s CII vault. • Preparation and submittal of RA’s to manufacturer • Random quality control and processing validation 3. Post-Return Services: • Witness and Certification of Destruction • Return Processing Reports • Credit distribution to returning facilities • Credit research and reconciliation • Customer service and Help Desk for facilities and users • On-going handling and return of product from future date aging morgue IV. Customer Responsibilities • Provide PLI with current price file, if available, prior to first shipment otherwise standard industry WAC will used to determine ERV • Comply with all federal, state and local regulations regarding the packaging and shipment of pharmaceuticals to PLI. • Provide PLI with accurate representative inventory of shipments. • Send “viable” product only. • Appointment of Customer representative to manage account. • Provide PLI with an authorization letter allowing PLI to contact Manufacturers and Wholesalers on behalf of the Customer for credit processing. • Provide PLI with assistance in researching credit status with Manufacturers and Wholesalers as requested. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B 5 CONFIDENTIAL 11122019 V. Pricing On-Site Service: • Field Reps Come to Facility • All Items are Inventoried and Packaged for Shipment • Shipments are Picked Up at Facility • Free Shipping to PharmaLink • Free Shipping to Manufacturers • Detailed Processing Reports • Complete Customer Service 8.9% ERV Off-Site Service: • Returns Inventoried and Packaged by Customer • Shipments are Picked Up at Doorstep • Free Shipping to PharmaLink • Free Shipping to Manufacturers • Detailed Processing Reports • Complete Customer Service 6.9% ERV Inventoried Disposal: • Hazardous Waste • Non- Hazardous Waste • Pharmaceuticals • Schedule II-V Pharmaceuticals • OTC's and HBA's $2.50 / lb. $2.50 / lb. C2 Services: • DEA 222 Forms • Processing and affiliated DEA paperwork • Detailed Processing Reports • Free Shipping 6.0% ERV (Off-Site) 8.0%% ERV (On-Site) DEA Form 222 / $12 each (Off-Site) Minimum Fees: • Off-Site Services • On-Site Services • C2 Services • Disposal Services $249.00/return $399.00/return $99.00/return $150.00/return Future Dated Products: • Storage Fee 0.50% PV per month • Handling/Reprocessing Fee 0.00%ERV Environmental Surcharge Fee: The environmental surcharge covers costs and expenses incurred in shipping and recycling of Product in a safe and environmentally responsible manner. $10.00 per Return VI. Terms & Conditions 1. PLI provides professional services (“Services”) to determine the proper disposition of return goods and products (“Goods”) which may be returned to manufacturers, wholesalers, or their agents who offer credit for returns (together “Participant(s)”) and prepares the necessary documentation further to the Services according to the specific Participants’ separate prevailing “Return Goods Policy” and “Return Value”. 2. The pharmaceutical return services in this agreement are priced based upon a percentage of the Estimated Return Value (“ERV”) from the manufacturer after return processing. For reporting purposes, PLI shall value all products utilizing current contract pricing, direct pricing, average wholesale pricing (“AWP”), wholesaler acquisition cost (“WAC”), or whichever is applicable. The Estimated Return Value Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B 6 CONFIDENTIAL 11122019 (“ERV”) is for reporting purposes only. PLI DOES NOT WARRANT OR GUARANTEE A SPECIFIC REFUND METHOD OR CREDIT AMOUNT FROM THE MANUFACTURER. 3. Your wholesaler may have contracted with PLI to utilize “batch processing,” an industry standard process, to maximize efficiency, credit value and expedite the manufacturer’s credit process. Batch processing may require the Customer’s product to be intermingled with product from other customers for shipment to the manufacturer. As a result, the Customer’s credits may be: (1) pro-rated based on the percentage of the Customer’s product included in the shipment to the manufacturer, (2) subject to the wholesaler’s administration fee, and (3) vary in value per return. A manufacturer may elect not to participate in a batch return program. Products that PLI determines credit eligible, based on the manufacturer’s return policy criteria, shall be returned directly to the manufacturer or their agent. PLI shall invoice the Customer separately. PLI’s Service fees shall be based on ERV and equivalent to the SOW agreed upon percentage rate. Invoice shall be due upon receipt. 4. Customer will receive a list of all returnable and non-returnable Goods and a non-binding credit estimate. All credit estimates and Services procedures are determined by strict participants’ returns policies and PLI's proprietary pricing files. The Customer facility will receive credit directly from the Customer’s participating wholesaler or PLI for the manufacturer’s determined credit value, less Services fees payable to PLI. PLI service fees will be deducted from the Customer’s actual credits. If Customer receives a Direct Credit from the Manufacturer or PLI’s Service fees cannot be deducted from a Customer’s return credits, PLI shall issue an invoice for minimum amounts due, services rendered, spill and environment surcharge fees to Customer for payment. PLI reserves the right to accommodate Customers’ billing practices to include Customers’ handling/processing/drop ship credit fees as an item separate from the fee for the Services. 5. Goods deemed non-returnable or non-creditable shall be destroyed in accordance with the laws governing such destruction and shall be manifested accordingly. Disposal fees, including minimum amount due will be invoiced directly to the Customer. 6. PLI will accept waste as defined under the term “viable” as defined in this Agreement. Any waste received according to the viable definition will be disposed of according to applicable federal, state, and local guidelines and charged per pound, regardless of controlled schedule. PLI will provide a certificate of destruction within thirty (30) days of receipt of product and after the product has been properly destroyed. 7. This Contract is not a hazardous waste disposal contract and therefore, PLI will not knowingly accept non-creditable hazardous waste for processing. In the event PLI does either inadvertently accept or later discovers a product is non-creditable hazardous waste, PLI will process the non-creditable hazardous pharmaceutical product according to applicable federal, state, and local hazardous pharmaceutical waste requirements. 8. The Hazardous Waste Fee will pertain to all RCRA listed waste and other waste that requires special handling and must be disposed of as hazardous waste. 9. Beginning January 1, 2020 and every January 1st thereafter PLI’s waste disposal fees will increase annually at a rate of 5% to cover the increased cost of pharmaceutical incineration disposal. 10. PLI shall not be liable if any credit eligible product is received by PLI in returnable condition and subsequently damaged or lost in transit or while in possession of PLI. 11. Any Goods that are returned to PLI for processing from the 340B Drug Pricing Program, Patient Assistance Programs (PAP), charitable donation, humanitarian aid, or any other discount program must Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B 7 CONFIDENTIAL 11122019 be identified and separated, by the Customer, prior to shipment to PLI. Eligible organizations/covered entities under the 340B Drug Pricing Program must notify PLI of program participation prior to shipment for proper 340B return processing. PLI bears no responsibility in the determination of 340B status without express notification from the Customer. PLI is not responsible for the credit value determination of 340B Goods due to the complexity of contracts and rebates involved. 12. Customer represents and warrants to PLI that all of the Customer’s return Goods hereunder shall comply with all applicable federal, state, and local laws, including without limitation the Prescription Drug Marketing Act (PDMA) and shall meet all other applicable Food and Drug Administration (FDA) requirements and guidelines. 13. Customer represents and warrants to PLI that Customer is the owner of all of the Customer’s Goods and agrees to provide PLI proof of Goods ownership upon request. Failure by to provide such proof shall release PLI from any and all liability related to the disposition of such Goods and the performance of the Services related thereto. 14. PLI shall not be held liable for product value and or service fees when manufacturers or wholesalers become insolvent, file for bankruptcy protection or do not follow the remittance instructions provided them by PLI. 15. PLI reserves the right to dispose of Product PLI believes is not in a creditable state with claim for payment. Disposal fees, including minimum amount due will be invoiced directly to the Customer. 16. Customer will be charged a Future Date Storage Fee and a Handling/Reprocessing Fee as indicated in Section IV. The storage fee will be accrued and invoiced on a monthly basis. The reprocessing fee will be invoiced at the time of reprocessing and product shipment to the Manufacturer. 17. In no event shall PLI be liable for consequential, punitive, special, or other damages except as specifically provided in these Terms and Conditions. 18. Any amounts due PLI may be offset against the balance of the value of any present or future credits. 19. Customer shall pay a product transfer fee to PLI of $1.16/per item if, upon contract termination, Customer requests product stored by PLI be transferred to another reverse distributor or other supply chain entity. Customer shall be responsible for all shipping and freight charges for product transfer. 20. PLI shall make all efforts to expeditiously collect manufacturer and wholesaler credits. Should PLI be required to hire a third-party collection service to collect unsettled credits, the Customer may incur an additional fee, contingent on credit recovery, to offset those collection expenses. 21. PLI shall not be liable for the value of, and cannot guarantee credit for, Goods that were purchased outside of normal distribution channels. This includes Goods that were not purchased directly by the Customer or directly by the Customer from an approved distributor. This also includes Goods that were purchased outside of the United States, as well as counterfeit items. PLI may require proof of purchase and reserves the right to destroy Goods without issuing any credit. PLI shall not be liable to reimburse the Customer or provide payment in any form in the event and to the extent PLI rejects the Customer’s Goods for any reason. 22. Any shipments that result in a leak or spill, as a result of improper packaging from a Customer location may be assessed a $25 spill cleanup fee. 23. Shipments that contain non-inventoried C2 items may be assessed additional compliance fees. Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B 8 CONFIDENTIAL 11122019 24.Should a Manufacturer deny credit based on a Product lot not being sold to the Wholesaler/Customer or the Product sold was short dated, the Customer may be invoiced storage, freight and handling. 25.Any return, under this contract, consisting of Product strictly for disposal shall be invoiced to the customer at the current disposal rates. 26.All invoices are due upon receipt. All drafts dishonored for any reason shall be assessed a $25.00 service charge. If a credit card is used to purchase the Services, the Customer agrees not to dispute such charges and further agrees to use best efforts to resolve any good faith dispute. 27.Shipping is FOB destination, freight prepaid, uninsured. Client Product is held on consignment by PLI pending a determination of creditability and product return or non-creditability and destruction. 28.PLI reserves the right to review pricing annually and make adjustments should costs change significantly. 29.Customer shall provide PLI written notification of any location closing, bankruptcy proceeding initiated or any legal action to which Customer is a named party. Upon location closure a forwarding address shall be provided to PLI. Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B Docusign Envelope ID: 550F0A34-DEE8-4FFA-B72D-1ABBE467C60B