HomeMy Public PortalAbout111-2020 - Finance - True Rx - Pharmacy AgreementPROFESSIONAL CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 24th day of September, 2020, and referred to�as
Contract No.111-2020, by and between the City of Richmond, Indiana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and True Rx Management Services, Inc., 7 Williams Bros. Drive, Washington, Indiana, 47501
(hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional pharmacy and prescription management and
claim services for the City of Richmond, Indiana, Finance Department.
The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of eleven (11)
pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor
shall perform all work and provide all services described on Exhibit "A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
Contract No.111-2020
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SECTION III. COMPENSATION
City shall pay Contractor at the rates described on Exhibit A for satisfactory performance of this
Agreement. The Parties agree any penalties as outlined in Contractor's proposal are non -
applicable and capped in accordance with Indiana Code (IC) 5-17-5-1 et seq.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect as outlined
in paragraph number 3 of Contractor's proposal.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least sixty (60) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility
herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
This Agreement may also be terminated by the City if a force-majeure event occurs and the results
or aftereffects of said event causes the performance of this Agreement to become impossible or
highly impracticable. Said event or results or aftereffects of said event would include events or
effects which the parties to this Agreement could not have anticipated or controlled. Examples of
a force-majeure event, or its results, would include, but would not be limited to, events such as an
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Act of God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of
the Federal government, the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person
or property or any other claims which may arise from the Contractor's conduct or performance of
this Agreement, either intentionally or negligently; provided, however, that nothing contained in
this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers,
agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter
maintain such insurance as will protect it from the claims set forth below which may arise out of
or result from the Contractor's operations under this Agreement, whether such operations by the
Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them,
or by anyone for whose acts the Contractor may be held responsible.
Coverage
Limits
A. Worker's Compensation & Disability Requirements Statutory
B. Employer's Liability $100,000
C. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject. to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VH. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status. of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program
no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City
its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in
accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor
shall be required to remedy the violation not later than thirty (30) days after the City notifies the
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Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day
period provided above, the City shall consider the Contractor to be in breach of this Agreement
and this Agreement will be terminated. If the City determines that terminating this Agreement
would be detrimental to the public interest or public property, the City may allow this Agreement
to remain in effect until the City procures a new contractor. If this Agreement. is terminated under
this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for
actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said determination
and shall give contractor ninety (90) days within which to respond to the written notice. In the
event Contractor fails to demonstrate to the City that the Contractor has ceased investment
activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City
may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City
determines during the course of this Agreement that this certification is no longer valid and said
determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves
the right to consider the Contractor to be in breach of this Agreement and terminate the agreement
upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter directly
or indirectly related to employment, because of race, religion, color, sex, disability,
national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this Agreement
of any subcontract hereunder, Contractor, any subcontractor, or any person acting
on behalf of Contractor or any sub -contractor, shall not discriminate by reason of
race, religion, color, sex, national origin or ancestry against any citizen of the State
of Indiana who is qualified and available to. perform the work to which the
employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in, no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
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3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated in
violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due
or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be
binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any previous
discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action
in any alternative forum, venue, or in front of any other tribunal, court, or administrative body
other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
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In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By: 0,1�'
Vicki Robinson, President
By:
Emily Palmer, Member
By:
Matt Evans, Member
"CONTRACTOR"
TRUE RX MANAGEMENT
SERVICES, INC.
7 Williams Bros. Drive
Washington, IN 47501
By:
Printed: J eJs t /r[ A A a /a! r ive— ✓5
Title PAJ,�� o .x J,
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APPROVED. \~ Date:
avi M. , , ayor
Date:. D q 71'
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TRUE Rx
Pharmacy Services Agreement
City of Richmond
THIS PHARMACY SERVICES AGREEMENT ("Agreement") is made and entered into this 1st day of
January, 2019 (hereinafter referred to as the "Effective Date"), by and between True Rx Management Services,
Inc., with primary offices. located at 7 Williams Bros. Drive, Washington, Indiana 47501 (hereinafter referred to as
"True Rx"), and City of Richmond, with primary offices located at 50 .N50' Street, Richmond, IN 47374 (hereinafter
referred to as "Client") (each a "Party" and collectively the "Parties").
In consideration of the mutual covenants contained in this Agreement, the sufficiency of consideration
being hereby acknowledged, Client and True Rx agree as follows:
1. SERVICES. True Rx shall, on behalf of Client for those Covered Persons under Client's Group Health
Plan covered by Client, provide certain pharmacy services, including the adjudication of Prescription Claims,
management of Prescription costs, negotiation of payments to pharmacies and other related pharmacy fulfillment
services as are more specifically set forth on the attached Services Schedule 1. (Hereinafter the services listed in this
Section 1 and on Services Schedule 1 are referred to as the "True Rx Services").
2. CUENT RESPONSIBILITIES. Client agrees to cooperate with True Rx to allow True Rx to perform its True
Rx Services for Client. Client agrees to review and execute documents prepared by True Rx for Client with respect to
the performance of. the True Rx Services. Client agrees to timely provide True Rx with a copy of all reports,
correspondence, plan documents, service agreements and any information it creates, possesses, controls, or obtains
relating to the True Rx Services. Client agrees that it is solely responsible for determining the Covered Persons under
the Group Health Plan and that it may add or delete Covered Persons from eligibility files pursuant to the terms and
conditions of this Agreement, and that True Rx may rely upon all of the plan documents and instruments and the
eligibility files for purposes of its performance under this Agreement. Client further agrees to provide to True Rx
necessary Protected Health Information and certain required personal information of Covered Persons in order to
permit True Rx to process claims under Client's Group Health Plan. All information shall be delivered to True Rx in a
format and with the content consistent with the applicable statutes and regulations. Client also agrees to cooperate
in the performance of the True Rx Services, and acknowledges and agrees to the Additional Services and Services
Limitations stated in Services Schedule 1..
3. TERM. This Agreement is for a one (1) year term following the Effective Date. This Agreement will
automatically renew thereafter with either Client or True Rx being able to terminate this Agreement by providing
sixty (60) days prior written notice of termination to the other Party by certified mail, return receipt requested, to
the person identified in the Notice provision in Section 16.
4. TERMINAnoN. Without limiting the foregoing, either Party may immediately terminate this
Agreement and any related agreements if a particular Party to this Agreement, who believes it is in compliance with
the terms of the Agreement (the "Non -Breaching Party") makes the determination that the other Party has
materially breached a term of this Agreement, or the Business Associate Agreement referred to in Section 9 of this
Agreement (the "Breaching Party"). Non -Breaching Party may, in its sole discretion, choose to provide Breaching
Party with written notice of its assertion of a material breach. If so, the Breaching Party has thirty (30) calendar days
to cure said breach upon mutually agreeable terms, or otherwise to respond to the Non -Breaching Party. In the
event that a mutually agreeable resolution is not reached within this thirty (30) day period, the Non -Breaching Party
will provide to the Breaching Party a final demand for cure to occur within an additional fifteen (15) calendar days.
Failure by Breaching 'Party to cure said asserted material breach within this additional fifteen (15) calendar day
period, permits the Non -Breaching party to immediately terminate of this Agreement.
4.1 Transition of Files. Upon termination of this Agreement, True Rx shall promptly transition Claims
files and/or history to Client's new Prescription benefit manager or any other party, as directed by Client, at
no additional cost.
It I
E_,t ,)I I PAGE - — u I
True Rx Pharmacy Services Agreement . Page 1 of 11
4.2 Destruction or Return of PHI. Upon termination of this Agreement, True Rx agrees to return to the
Client a copy of all protected health information ("PHI") received from Client or created or received by True
Rx on behalf of Client, that True RX and/or its subcontractors or agents still maintain in any form. True Rx
further agrees not to retain. any copies of such information, beyond the required period. of time for the
statute of limitations regarding any claims related to such information. Following the period of the statute
of limitations on any such claims related to the information gathered, True Rx shall destroy all PHI. pursuant
to 45 C.F.R. § 164.504(e)(2)(J) and in accordance with the approved technologies and methodologies set out
by HHS in its guidance (74 Fed Reg. 42740, 42742-42743 (Aug. 24, 2009)), as amended from time to time. If
such return or destruction is not feasible, True Rx will notify Client of such event in writing, and will
thereupon extend the protections of this Agreement and its associated Business Associate Agreement to
such Client PHI and limit further uses and disclosures, until the destruction can be accomplished. In the
event that destruction of PHI is not feasible or permitted, True Rx will notify Client. Such notice to Client
will include: (i) a statement that True Rx has determined that it is infeasible to return or destroy the PHI in.
its possession; and (ii) the specific reasons for such determination. True Rx further agrees to extend any and
all protections, limitations and restrictions contained in this Agreement to True Rx's use and/or disclosure of
any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures.
S. FEES. The Service Schedule 1, states the Fees that apply under this Agreement. True Rx shall bill
UMR for Client's weekly invoice for: (i) the amount. of the reimbursement for pharmaceuticals dispensed by the
pharmacies to the persons covered by Client's Prescription Drug Plan (less applicable co=payments made by Covered
Persons); and (ii) for all other applicable administrative fees, services and expenses pursuant to the attached Services
Schedule 1. As a condition for the continued services provided by True Rx hereunder, Client shall pay UMR for the
True Rx Services it performs for Client, and Client shall direct and instruct UMR, and it shall pay all invoices of fees
and expenses for True Rx services within four (4)calendar days of UMR's receipt of each True Rx invoice. The entire
invoice billed according to the terms of this agreement will be reimbursed to True Rx at one time via EFT payment
with True Rx pulling the funds from the TPA on the due date. The payment of True Rx invoices for Prescription Drugs
and the True Rx Service Schedule 1 fees is an express condition to True Rx's performance of its obligations under this
Agreement. True Rx does not, and has no obligation to, fund Client's Group Health Plan benefits, and as such, Client
agrees to pay all True Rx invoices. True Rx also agrees that the amount of the reimbursement for Prescription Drugs
paid to the recipient pharmacies will.be the same amount billed to Client, plus applicable Service Schedule 1 Fees.
Upon termination of this Agreement for any reason,'Clientshall pay all invoices, including all Service Schedule 1 fees,
to and through the date of termination of this Agreement.
5.1 Penalties. Should the Fees described within this agreement not be paid to True Rx as stated within the
payment terms of this agreement, Client shall be subject to an additional fee equal to the interest of the
amount left unpaid at a rate of eighteen percent (18%) compounded annually. Client agrees to ensure
timely payment to True Rx.
6. CONFIDENTIALITY. In addition to the restrictions on uses and disclosures of Protected Health
Information under HIPAA, Client and True Rx, and each of them, shall not use or disclose to others, except as
permitted by this Agreement or required by law, any Confidential Information that True Rx provides to Client or that
Client provides to True Rx, without the prior written consent of the non -disclosing Party. In the. event .a Party wishes
to ensure that an item that is not subject to HIPAA is deemed Confidential Information under this Agreement, such
Party will conspicuously identify such .information as being Confidential Information and shall receive written
acknowledgement of such from the non -disclosing Party.
7. INDEMNIFICATION. Client hereby agrees to indemnify, defend, and hold harmless True Rx, its agents,
employees, officers, and directors from and against any and all liability, expense (including court costs and attorney's
fees) and any claims for damages of any nature whatsoever, whether direct or indirect, which True Rx may incur,
suffer or become liable for or which may be asserted or claimed against True Rx including without limitation: a) any
breach of this Agreement or the Business Associate Agreement by Client, including without limitation any improper
use or disclosure of PHI by Client, or any Client employee, officer, agent, successor or assign; and b) any Claim under
or funding of Client's Group Health Plan which Client hereby agrees is the sole obligation of Client; and c) any error
or omission of Client, including but not limited to, negligent acts or statutory violations by Client, or its officers,
directors, employees, or agents. In addition, Client specifically agrees to pay actual costs for any associated
Mitigation incurred by True RX as a result of a Breach of Unsecured PHI by Client. True Rx hereby agrees, to
indemnify, defend and hold harmless Client, its agents, employees, officers, and directors from and against any and
True Rx Pharmacy Services Agreement F _ - __ 9-- _ _ " --•-- Page 2 of 11
all liability, expense (including court costs and attorney's fees) and any claims for damages of any nature whatsoever,
whether direct or indirect, which Client may incur, suffer or become liable for or which may be asserted against True
Rx, including without limitation: a) any breach of this Agreement or the Business Associate Agreement by True Rx,
including without limitation any improper use or disclosure of PHI by True Rx, or any True Rx employee, officer,
agent, successor or assign; and b) any error or omission of True Rx, including but not limited to, negligent acts or
statutory violations by True Rx, or its officers, directors, employees, or agents
8. COMPLIANCE AND CHANGES IN LAW. True Rx and Client. and each of them, agree to comply with all
applicable federal, state and local laws, ordinances, regulations, rules and codes, including, without limitation,
HIPAA, and ERISA (if applicable), as well as any other laws, ordinances, regulations, rules and codes relating to the
handling and/or processing of pharmaceutical Claims and the information contained in such Claims as necessary with
respect to their respective obligations under this Agreement, including the terms of Service Schedule 1, and including
all amendments and changes to any applicable law. At any time, upon either Parry's request, the other Party shall
agree to promptly enter into good faith negotiations concerning the terms of an amendment to this Agreement
embodying written assurances that may be required to comply with any amendment or change in any applicable law.
Either Party may terminate this Agreement upon sixty (60) days written notice in the event the other Party does not
promptly enter into negotiations to amend this Agreement when requested by the other Party pursuant to this
Section 8.
9. BUSINESS ASSOCIATE AGREEMENT. The Parties specifically agree to take such action as necessary to
implement the standards and requirements of the HIPAA Regulations, the HITECH Act, and other applicable laws and
regulations relating to the privacy and security of PHI. At any time, upon either Party's request, the other Party shall
agree to promptly enter into good faith negotiations concerning the terms of an amendment to this Agreement
embodying written assurances.consistent with the standards and requirements of the HIPAA Regulations, the HITECH
Act, and other applicable state laws and regulations relating to the privacy and security of PHI. Consistent with the
foregoing, True Rx and Client acknowledge that True Rx is a Business Associate of Client's Group Health Plan, which is
a Covered Entity, each as defined under HIPAA and the accompanying regulations promulgated thereunder at 45
C.F.R. Parts 160 and 164 (referred to as the "Privacy Rule") and 45 C.F.R. Parts 160, 162, 164 (referred to as the
"Security Rule") (collectively referred to as the "HIPAA Regulations"), as amended and the Health Information
Technology for Economic and Clinical Health Act (referred to as the "HITECH Act"), enacted as part of the American
Recovery and Reinvestment Act of 2009, Pub. L. 111-5. True Rx and Client agree to undertake and execute the
Business Associate Agreement that is provided as part of this Agreement to fulfill these regulations.
10. RECORDS RETENTION. Consistent with the terms of Section 4.2, True Rx shall retain copies of its
records and appropriate documents generated, retained, and/or acquired in its performance of True Rx Services in
accordance with all applicable state and federal regulations, generally for the duration of the statute of limitations
on any Claim processed by True Rx during the Term of this Agreement. Duplicates of such records, for use in disaster
recovery situations, shall also be maintained by True Rx in accordance with all applicable state and federal
regulations, the manner and form determined by True Rx at a secure, off -site location.
11. BINDING AGREEMENT SURVIVAL AND AMENDMENT. This Agreement shall be binding on and shall inure to
the benefit of the heirs, executors, administrators, successors, and assigns of the Parties hereto. All representations,
covenants and agreements within Sections 4, 5, 6, 7, 8 and 9, and in the Service Schedule 1, made by Client and/or
True Rx and each of them, under this Agreement and all attachments and schedules, shall survive the expiration or
earlier termination of this Agreement.- This Agreement and its attached Services Schedule 1, and the Business
Associate Agreement, as well as the Client Implementation Form, as each may be amended from time to time,
constitute the complete agreement between the parties hereto and shall supersede all prior contracts, agreements,
arrangements, correspondence and understandings between True Rx and Client. This Agreement may not be
amended, .modified, or supplemented, except in writing signed by both True Rx and Client, and any oral
modifications hereto shall be null and void.
12. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by the laws of the State of
Indiana, to the extent not determined or interpreted under federal law. Client and True Rx agree to submit to the
jurisdiction of the state courts located in Daviess County, Indiana, or the United States District Courts of the Southern
District of Indiana.
True Rx Pharmacy Services Agreement Page 3 of 11
13. INTERPRETATION AND WAIVER. The terms of this Agreement shall be interpreted so that they are
effective under applicable law, to the extent possible. This Agreement is negotiated and as such, is not to be
construed against True Rx, but rather to be interpreted as if both Parties were involved in its drafting. This
Agreement may not be modified, nor shall any provision hereof be waived or amended, except in a writing duly
signed by authorized representatives of the Parties. The failure of either Party to enforce at any time any provision
of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this
Agreement or the right of either Party thereafter to enforce each and every such provision.
14. IMPOSSIBILITY OF PERFORMANCE. In the event of any act or explosion, action of the elements of deity,
strike or labor relations problem, restriction or restraint imposed by law, rule or regulation of any public authority,
whether federal, state or local, and any civil or military action, interruption of transportation or availability or
accessibility to the internet, criminal activity of electronic espionage or security breach, or any similar event that is
beyond the reasonable control of a Party to this Agreement, such Party or Parties shall not be liable for any delay or
non-performance of any terms, covenant or agreed term hereunder.
is. No THIRD -PARTY BENEFICIARIES. Nothing express or implied in this Agreement is intended to confer,
nor shall anything herein confer, upon any person other than the Parties and the respective successors or assigns of
the Parties, any rights, remedies, obligations, or liabilities whatsoever.
16. NoTices. Any notice required or permitted under this Agreement shall be given in writing and
delivered by'hand, via a nationally recognized overnight delivery service (e.g., Federal Express), or via registered mail
or certified mail, postage pre -paid and return receipt requested, to the following:
True RX: True Rx Management Services
7 Williams Bros Dr.
Washington, IN 47501
ATTN: Chief Operating Officer
Client: City of Richmond
50 N5 Street
Richmond, IN 47374
ATTN: Stephanie Sherwood
Notice of a change in address of one of the Parties shall be given in writing to the other Party as provided
above.
.17. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which .
shall be deemed, an original. Facsimile copies and electronically made and delivered copies shall be deemed to be
originals.
18. DISPUTES. If any controversy, dispute or claim arises between Client and True Rx (except for
disputes regarding a Claim of a Covered Person) with respect to this Agreement, or any of the schedules,
attachments or agreements between them, Client and Tfue Rx, and each of them, will first make good faith efforts to
resolve such matters informally. In the event such a dispute cannot -be resolved through good faith efforts, the
aggrieved party may proceed in accord with the applicable law and jurisdiction as stated in Section 12 to file a claim
in the appropriate court. With respect to any threatened or actual litigation commenced by any third party,
including without limitation, any Covered Person that relates to any Claim (the `Third -Party Claim"), Client and True
Rx agree to provide prompt written notice of such matter within ten (10) calendar days. Client acknowledges its
obligation to fund its Group Health Plan and as such, Client and True Rx agree that True Rx will tender the defense of
the Third -Party Claim to Client and Client will accept such tender; and will be responsible for handling all matters
related to the Third -Party Claim, including all.attorney's fees, and any attorney's fees of True Rx. Client will control
all aspects of the Third -Parry Claim. If any dispute arises between Client and True Rx regarding such Third -Party
Claim, it will be dealt with separately from the Third -Party Claim under the terms of this Section 18. Client and True
Rx, and each of them, agree that if a dispute arises between Client and True Rx with respect to any such Third -Party
Claim, Client and True Rx agree that their dispute will be handled separately from the dispute regarding the Third -
True Rx Pharmacy Services Agreement Page 4 of 11
Party Claim. In such an instance, any fact or law determination in the instance of a Third -Party Claim is not binding
on and is not to be used in regard to the resolution of the matter between Client and True Rx. With respect to any
Third -Party Claim, Client and True Rx shall cooperate and work together in that defense consistent with this
Agreement and a joint defense, regardless of any dispute that may also arise between Client and True Rx.
19. DEFINITIONS.
The following are defined terms used in this Agreement:
"Affordable Care Act" or "ACA" means the Patient Protection and Affordable Care Act, Pub. L. No. 111-148
and the Health Care and Education Reconciliation Act, Pub. L. No. 111-152 and all other related laws, rules
.and .requirements.
"Average Wholesale Price" or "AWP" means the average wholesale price for a given prescription legend
drug or other pharmaceutical product indicated on the most current pricing file provided to PBM by Medi-
Span for the actual drug dispensed using the 11 digit National Drug Code (NDC) number provided by the
dispensing pharmacy. The Medi-Span AWP file will be updated no less than once daily.
"Brand Drug" means the following: The multisource code field in Medi-Span contains an M (co -branded
roduct , "0" (originator brand), or an N(single source brand The Parties agree that when a drug Is
P ) g ) �• g g•
identified as a brand, it shall be considered.a brand drug for all purposes under this Agreement
"Claim" means a claim for benefits under Client's Group Health Plan that involves a claim for coverage of a
Prescription Drug Program.
"Confidential Information" means any and all oral or written, graphic, electronic, or electromagnetic
information relating to Client's or True Rx's products or services, including techniques; relationships,
business methods, policies, procedures, programs, data, strategies and plans, financial information and any
intellectual or proprietary processes, whether or not marked by a party as "confidential." Confidential
Information shall not include information which: (1) was already known by True Rx or. Client on a non -
confidential. basis or is otherwise in the public domain; (ii) becomes public knowledge through a source
other than Client or True Rx through no fault of Client or True Rx; or(M) becomes lawfully available to Client
or True Rx through a source other than Client or True Rx.
"Co -payment" means the amounta Covered Person is required to pay for a Prescription in accordance with
the Prescription Drug Program, which may be a percentage of the Prescription price, a fixed amount, or
other charge, with the balance (if any) paid by the Prescription Drug Program. The Co -payment is not
covered under the medical portion of the Health Care Plan of Client and does not apply to any medical
deductibles, co -payment amounts, or out-of-pocket maximums.
"Covered Person" means an individual who is participating in or is eligible to access benefits under the
Prescription Drug Program and/or under Client's Group Health Plan, as determined by Client.
"ERISA" means the -Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder.
"Generic Drug" means the following The multisource code field in Medi-Span contains a Y (generic). The
parties agree that when a drug is identified as a generic drug, it shall be considered a generic drug for all
purposes under this Agreement.
"Group Health Plan" means the employee welfare benefit plan, or arrangement sponsored by Client, by
which Client provides pharmacy benefits to Covered Persons
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §1320d, and the
rules and regulations promulgated thereunder and as they are amended from time to time.
"Illness" means sickness, disease, or pregnancy.
iPi-r A rr?,k-VGE r,4 �I �t
True Rx Pharmacy Services Agreement �� - _ ____.. -5 _-__._ -_ Page 5 of 11
"Ingredient Cost" means the cost of the covered drug calculated as final drug cost, a MAC price or Usual &
Customary that is calculated by True Rx in accordance with this Agreement. The final drug cost shall be less
any product selection penalties applied upon decision of member, pharmacy, Physician, Rebates, or
discounts provided by manufacturers.
"Injury" means bodily damage or loss sustained by a Covered Person which requires treatment by a
Physician, and is incurred by a Covered Person on or after the date of coverage under the Prescription Drug
Program.
"Medicine" or "Medication" means a substance or preparation that alleviates or treats an Illness or Injury
and may be available by Prescription only or over -the counter ("OTC"). Medicine and Medications include
only substances and preparations that qualify as medical care under Section 213 of the Internal Revenue
Code. In general, medical care means care for the diagnosis, cure, mitigation, treatment, or prevention of
disease or for the purpose of affecting any structure of function of the body.
"Non -Prescription Medicine" means an OTC Medication or supply, normally purchased without a
Prescription and that is pre -packaged for use by the consumer and labeled in accordance with the
requirement, statutes, and regulations of federal and applicable state governmental authorities.
"Orphan Disease" means a condition that affects fewer than 200,000 people nationwide. This includes
diseases as familiar as cystic fibrosis, Lou Gehrig's disease, and Tourette's syndrome, and as unfamiliar as
Hamburger disease, Job syndrome, and acromegaly, or "gigantism."
"Orphan Drug." means a pharmaceutical agent that has been developed specifically to treat a rare medical
condition, the condition itself being referred to as an orphan disease.
"Physician" means a Doctor of Medicine (M.D.), Doctor of Osteopathy (D.O.), Doctor of Dental Surgery
(DD.SJ; Doctor of Podiatry (D.P.M.), Doctor of Chiropractic (D.C.), Physician's Assistant (P.A.), Acupuncturist,
Audiologist, Certified Nurse_ Anesthetist, Licensed Professional Counselor, Licensed Professional Physical
Therapist, Master of Social Work (M.S.W.), Midwife, Occupational Therapist, Optometrist (0.C.),
Physiotherapist, Psychiatrist, Psychologist (Ph.D.), Speech Language Pathologist, Nutritionist/Dietician and
any other practitioner of the healing arts who is licensed and regulated by a state or federal agency and is
acting within the scope of his or her license.
"Preferred Drug List" or "Formulary" means the True Rx Preferred Drug List, as amended by True Rx from
time to time. A current copy of the Preferred Drug List may be obtained at:
http://www.truerx.com/preferred-drug-list.htmi, or by calling the Customer Service Team at (866) 921-
4047.
"Prescription Drug Plan" means the plan or program for the dispensing of Medicine, Non -Prescription
Medicine and Prescription Medicine.
"Prescriber" means a Physician or other health care practitioner licensed or authorized by law to issue an
order for a Prescription Medicine.
"Prescription" means any order authorized by a Prescriber for a Prescription Medicine or a Non -Prescription
Medicine that could be a Medication or supply for the Covered Person for whom prescribed. The
Prescription must be compliant with applicable laws and regulations and identify the name of the Prescriber
prescribing and the name of the Covered Person for whom prescribed. It must also identify the name,
strength, quantity, and directions for use of the Medication or supply prescribed.
"Prescription Drug or Prescription Medicine" means licensed Medicine that is regulated by legislation to
require a Prescription before it can be obtained by a Covered Person.
"Prior Authorization" means the requirement that the healthcare provider obtain approval from the Group .
Health Plan before the Group Health Plan will approve payment for that medication. Without this prior
approval, the Group Health Plan may not provide coverage, or pay for, the medication.
True Rx Pharmacy Services Agreement —�'- `—� --`��� Page 6 of 11
"Protected Health Information" or "PHI" means Protected Health Information, as defined in 45 C.F.R.
§160.103, and is limited to the Protected Health Information received or created in connection with the
performance of the True Rx Services under this Agreement.
"Rebate" means all remuneration that True Rx receives from pharmaceutical manufacturers and/or
intermediaries in return for Formulary placement of products and/or access. Drugs that will not receive
Rebates include (i) cosmetic drugs, (ii) appliances, devices, bandages, heat lamps, braces, splints, vaccines
and artificial. appliances, (iii) health and beauty aids, cosmetics; and dietary supplements, (iv) over the
counter products, (v) biosimilar.drugs, (vi) member submitted Claims, (vii) Medicaid subrogation Claims,
(viii) secondary Claims, (ix) Claims older than 180 days, (x) Claims through Client -owned, university, long
term care, or 340b pharmacies, (xi) Medicaid fee -for -service Claims, (xii) Claims that are reversed, (xiii)
Claims with invalid identifiers (e.g., pharmacy identifiers), (xiv) Claims pursuant to a 100% member
copayment plan, (xv) multi -source brands and generic claims, (xvi) claims that are reversed, (xvii) claims for
re -packaged NDCs, (xviii) claims where, after meeting deductible, the Member's cost -sharing amount under
the applicable Program requires the Member to pay more than 50 percent of the claim, (xix) claims from
entities eligible for federal supply schedule prices (e.g., Department of Veterans Affairs, U.S. Public Health
Service, Department of Defense (collectively, the "Exclusion").
"Specialty Drug" means certain pharmaceuticals and/or biotech or biological drugs that are used in the
management of chronic or genetic disease, including but not limited to injectable, infused, or oral
Medications, or that otherwise require special handling.
"True Rx Management Programs" means the Step Therapy, True Rx Assist, and Orphan Drug Assistance
programs provided by True Rx.
This Pharmacy Services/Business. Associates Agreement has been executed by the respective duly authorized and
empowered officer, director, shareholder, owner, partner or agent. of True Rx Management Services and City of
Richmond, effective on the day and year first above written.
"Client"
City of Richmond
By:
(Signature)
(Printed)
(Title)
Contact Name:
Contact Address:
Contact City/State/Zip:
Phone:
Fax:
"True Rx"
True Rx Management Services, Inc.
By: /
(Signature)
Jesse McDonald, PharmD
(Printed)
Chief Operating; Officer
(Title)
Contact Name: Jesse McDonald, PhamnD
Contact Address: 7 Williams Bros. Drive
Washington, IN 47501
Phone: (812) 254-7425
Fax: (812) 254-7426
True Rx Pharmacy Services Agreement j�".s-i1 i ;-LE `
Page 7 of 11
TRUE RX SERVICES. SCHEDULE 1
City of Richmond
1. True Rx Services Listing and Corresponding Fees
True Rz.Services
Fee
1) Electronic Claims processing
$3.50 per paid claim
2) Toll -free call center support
3) Access to True Rx's national network of
pharmacies
4) Generate reports as requested by Client
5) Open enrollment participation and support
6), Implementation support
7) Plan setup and design changes
8) Electronic & Manual eligibility submissions
9) Medical data integration
10) Secure data transfer via FTP of VPN
connection
11) Network management and communication
12) Formulary communication on-line
13) Concurrent Drug Utilization Reviews ("DUR")
14) Fraud, Waste and Abuse online edits
15) 1 on -site Lunch &.Learn per year
16) Any other mutually agreed upon services
True Rx Assist
15% of shared savings
Prior Authorizations
Clinical Prior Authorization -$50
For purposes of these True Rx Services, the following terms apply:
"True Rx Assist" True Rx maximizes the co -pay structure for Specialty Drugs. True Rx will set the co -pay tier at the
maximum level for that assistance program. True Rx keeps 15% of the savings that Client would have paid.
2. Optional True Rx Services and Fees
True Rx Services may, at the option of Client, include the following Optional Services.
Service
Fee
Specialty/Orphan Exclusion Assistance
15% of the saving with a $2000 per Claim
maximum fee
Step Therapy Program
$0.00
Mail Order Invoicing
$0.00
Identification Card
$.75/2 paper cards
$1.50/plastic card
No charge for initial cards
Mailings
$1.75 per Client requested mailing
Welcome Packet
$2.00 per mailing for Welcome Packets sent
directly to members
Adherence Letters
$1.75 per letter
Narrow Formulary
$1.00 per paid Prescription
True Rx Pharmacy Services Agreement Page 8 of 11
For purposes of the Optional Services, the following terms apply:
"Step Therapy" means a process whereby True Rx.encourages members to use medications that are generally
recognized as safe and effective, but are also lower -cost. Under this program, in order to receive coverage,
member may need to first try a proven, cost effective medication before progressing to a more costly treatment.
"Specialty/Orphan Exclusion Assistance" means a process whereby True Rx assists Clients whose Group Health
Plans exclude certain medications. In such cases, True Rx will help the members find assistance for those drugs.
True Rx will charge 15% of the plan savings up to a maximum of $2,000 per month per claim.
3. Additional Services and Service Limitations
True Rx provides a .number of different services and takes on certain additional responsibilities under the
Agreement as stated in this Part 3. Also, and importantly, there are certain limits to the True: Rx Services,
agreements and responsibilities as also stated in this Part.
Pharmacy Help Desk. True Rx offers Client its Pharmacy Help Desk. Administered by a True Rx-approved vendor
and available 24 hours per day, 7 days per week, the Pharmacy Help Desk provides assistance to network.
pharmacies with Prescription Claim inquiries. This, in turn, helps Client's Covered Persons with their Claims
processing.
True Rx Customer Service. Customer service representative available 8:OOAM-6:OOPM EST, Monday -Friday,
closed on Holidays (New Year's, Easter, Memorial Day, 4a' of July, Labor Day, Thanksgiving, Christmas). CSR
available to provide assistance for any questions Client's Covered Persons may have regarding the Prescription
drug plan during normal business hours.
Rebates. All rebates received by True Rx, less processing fees, for Brand Drug pharmaceuticals, as well as
rebates for specialty drugs filled in the -open network, dispensed to Client's Covered Persons will be passed on to
Client during the life of this Agreement. Upon sufficient notice of termination as described in Section 3 of this
Agreement, all rebates on Claims filled by Client under this Agreement will be paid to Client. Should Client at
any time fail to ensure payment to True Rx as described in Section 5, or fail to provide sufficient notice of
termination or terminate the Agreement prior to the end of the Agreement term as described in Section 3,
rebates may be withheld from Client at True Rx's discretion.
Eligibility Files, Data and Updates: True Rx will maintain, administer and update Client's employee eligibility
upon request by email, profile update or Client download, with names and information of those employees of
Client and their spouses and dependents who are eligible for True Rx Services, including COBRA -eligible
members, which updates shall be filed electronically by email or other means agreed to by Client and True Rx
based on information provided by Client.
Formulary. True Rx will provide to Client its standard Formulary for its use and evaluation. Client has ultimate
authority over its Formulary, and the determination of that Formulary is subject to the Client Responsibilities
stated below in this Part. The final Formulary as agreed upon between True Rx and Client will be evidenced by a
separate agreement, the Client Implementation Form, that is completed with the Client Account set-up, and
such Form is incorporated as part of this Agreement.
Scope of Relationship. True Rx and Client specifically agree to these important terms regarding the Scope of the
Relationship between them, as determined by this Agreement. True Rx is retained by Client only for the
purposes and to the extent stated in this Agreement and the relationship of True Rx to Client is that of an
independent contractor. True Rx defers to Client with respect to the administration and'operation of its plan.
True Rx performs only ministerial functions and not discretionary functions with respect to Client's Group Health
Plan, and Client is solely responsible for the implementation, administration and interpretation of its Plan and
for all final Claim determinations, including all final Claim Appeal determinations. As such, it is understood and
agreed that Client is the Named Fiduciary and the Plan Administrator of its Group Health Plan under ERISA and
the Internal Revenue Code, and True Rx is not a fiduciary with respect to the Plan and is not a Plan Administrator
for purposes of ERISA. — ------
i_..,,Ir.ri � v31�
True Rx Pharmacy Services Agreement Page 9 of 11
Assistance and Guidance Samples. Consistent with the terms of the Scope of Relationship and Client
Responsibilities stated in this Part, to which Client expressly acknowledges and agrees, True Rx may provide
sample language, sample formularies, plan. document and summary plan description sample language and
sample forms for Client to use as it establishes and maintains its Group Health Plan and the delivery of Pharmacy
benefits under that Plan. Client acknowledges and agrees that True Rx is not engaged in the business of plan
design consulting services and that it defers to any insurance broker and/or consultant involved. Congruently,
Client agrees that it is solely responsible for .the establishment and development of its Group Health Plan, and
Client is the final decision -maker as to the establishment of the terms of its Plan.
i
Client Responsibilities. Client is responsible for its Group Health Plan Assets. Once a fee is paid to True Rx, such
amounts are no longer assets of Client's Group Health Plan. Similarly, Client agrees that once payment has been
arranged for and/or made for a Prescription Drug under Client's Plan, such amounts are also no longer assets of
Client's Group Health Plan. Client also acknowledges and agrees that True Rx is not engaged in the practice of
delivering legal, accounting or actuarial. advice, and Client agrees to consult with such professionals regarding its
Group Health Plan, and in particular with legal counsel regarding any documentation, forms or other legal
compliance matters related to its Group Health Plan, including the scope of covered services, the requirements
of ACA, including without limitation the delivery of a plan that provides minimum value, and all related
compliance with laws.
Government Matters. In the event that Client is audited by any agenry or department of the state or local
government in connection with its Group Health Plan, True Rx agrees to cooperate with Client in connection
with such investigation if True Rx is requested to provide assistance. If Client is audited or investigated or
receives correspondence from Medicare relative to a Claim processed by True Rx, of any kind or type, Client
agrees to immediately send a copy of such, matter to True Rx under the Notice provisions in the Agreement.
True Rx agrees to provide assistance and to respond to the Medicare inquiry, or demand. Client is responsible
for paying applicable interest charges from Medicare and for reimbursing Medicare for benefits amounts if it is
determined that the .Plan should have paid the Claim primary to Medicare. True Rx will be entitled to obtain
service fees and reimbursement for its out-of-pocket costs and attorneys' fees in rendering the assistance stated
in this Part.
-.. 5i Di _
True Rx Pharmacy Services Agreement Page 10 of 11
4. Pharmacy Pricing Matrix:
AWP Discount
Brands
17%
Generics
80%
Brands
19%
Generics
81%
Brands
22%
Generics
82%
Brands
16%
Lfteid--�e-"a 0•- •
Retail =1-83 day supply
$90
Retail/Mail-8.4+day supply
$200
Specialty
$650
Retail-1-83-day supply
$120
Retail/ Mail —84+day supply
$250
Specialty
$750
Pricing Matrix: The representative rates and fees quoted above are effective rates and average fees based ony the
current performance of True Rx Management Services book of business. Due to limited distribution agreements
conducted by manufacturers, a small number of specialty products are not available at the exclusive pricing
schedule.
True Rx Pharmacy Services Agreement
Page 11 of 11