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039-2021 - Finance -OptumRX - Perscription Benefit Management Services
PROFESSIONAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT made and entered into this O day of Piece/pie/72021, and referred to as Contract No.39-2021,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 OptumRx, Inc., 1600 McConnor Parkway, Schaumberg,Illinois, 60171 (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, as the same is contained within a"Coalition Master Services Agreement" is attached hereto as Exhibit "A", which Exhibit consists of fifty-five (55) pages and is also attached as Exhibit B, which Exhibit consists of four (4) 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 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. [Revised] Contract No.39-2021 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor for satisfactory performance of this Agreement in accordance with the pricing options selected by City in accordance with Exhibit B. 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 3.1 of Exhibit B. This Agreement may be deemed to be retroactive to January 1, 2021. 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 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 Page 2 of 6 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 VII. 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, hired for the specific purpose of solely supporting this Agreement 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 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 Page 3 of 6 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: 1. 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; 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 To the extent permitted by law, Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for Contractor's negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. Page 4 of 6 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; provided that Contractor may use its affiliates,vendors or subcontractors to perform the services. Contractor will be responsible for the services to the same extent that Contractor would have been had it performed those services without the use of an affiliate, vendor or subcontractor. 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 Indiana 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. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, City shall be entitled to seek from Contractor reimbursement for reasonable 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. Public Record and Treatment of Confidential and Proprietary Information. With limited exception as permitted by Indiana Code § 5-14-3-4, information submitted by the Contractor shall be considered a public record pursuant to pursuant to Indiana Code § 5-14-3. In the event the City receives any request for any information received as part of this contract, the City will take steps to release the information to the requesting party timely and shall,to the extent permitted by law,provide Contractor with the opportunity redact the information before it is shared pursuant to any public records request. The Contractor may clearly mark certain information as trade secret or confidential if the information derives independent economic value, actual or potential, from not being generally known to, and not being readily Page 5 of 6 ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; however, the City may nonetheless be required to release the information under Indiana law. The marking of the information shall not in itself make the information a trade secret or confidential but rather shall be determined under Indiana law. The determination of confidentiality shall not apply to(a) information that at the time of the disclosure is in the public domain; (b)information that, after disclosure,becomes part of the public domain by publication or otherwise, except by breach of the agreement by a party or (c) information that is considered an open public record pursuant to the Indiana Access to Public Records law. Any document submitted to the City not marked as proprietary or trade secret will not be reviewed for confidentiality by the City upon a public records request and may be released. 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" "CONTRACTOR" THE CITY OF RICHMOND, OPTUMRX,INC. INDIANA by and through its 1600 McConnor Parkway Board of Public Works and Safety Schaumberg,IL 60171 £ t4i4ii/ By: By: Vicki Robinson,President By: Printed: Emily almer,Member By: gib Title: (, v Matt Evans,Member Date: /0? -340i2 Date: APPROVED: f D ' . Sn ,Ma Date: O 6( 2o2 Page 6 of 6 pocuSign:f.nvelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 i s COALITION MASTER SERVICES AGREEMENT BETWEEN OPTUMRx,INC. AND EMPLOYERS HEALTH PURCHASING CORPORATION This Coalition Master Services Agreement (this "Agreement") is effective January 1, 2021 ("Effective Date") between OptumRx, Inc. ("PBM" or "OptumRx") a California corporation and Employers Health Purchasing Corporation ("EHPC")an Ohio organization,each a"Party"and together the"Parties". WHEREAS,EHPC provides collective purchasing strategies for prescription drugs and related services for persons eligible to receive such benefits through affiliation with a group that has a contract or other arrangement in effect with EHPC; WHEREAS,EHPC is a wholly owned subsidiary of Employers Health Coalition,Inc.;and WHEREAS, Members of Employers Health Coalition, Inc., and other affiliated organizations, are eligible to participate in collective purchasing strategies offered by EHPC;and WHEREAS,PBM provides prescription benefit management services;and WHEREAS, EHPC desires to retain the services of PBM to provide a prescription drug benefit program (the "Services") including, but not limited to retail pharmacy, mail order pharmacy and specialty drug pharmacy services for Covered Individuals;and WHEREAS,the parties,as Employers Health Purchasing Corporation and OptumRx PBM of Illinois,Inc.formerly known as Catamaran PBM of Illinois,Inc., entered into an initial Coalition Master Services Agreement on January 1,2013 ("2013 Agreement")for the provision of Services and subsequently amended and restated the 2013 Agreement as of January 1, 2016 ("2016 Agreement") and the Parties amended and restated the 2016 Agreement as of January 1, 2017 ("2017 Agreement")and the Parties amended and restated the 2017 Agreement as of January 1,2019("2019 Agreement"),and the Parties amended and restated the 2020 Agreement as of January 1,2020("2020 Agreement");and WHEREAS,the Parties wish to amend and restate the 2020 Agreement,as amended;and NOW,THEREFORE,in consideration of the promises and mutual covenants contained herein,the parties hereto agree as follows: 1. Defined Terms. Defined terms used throughout this Agreement are provided in Exhibit D attached hereto and incorporated herein by reference. 2. Obligations of EHPC. EHPC will promptly furnish,in a format acceptable to PBM,the following information which is necessary for PBM to render the Services set forth herein: (a) The name of each Client and which pricing offer Client is electing under the pricing options provided under the applicable Exhibit C. EHPC agrees to educate Clients under this Agreement on the available pricing set forth under Exhibit C. (b) The Activation Date of coverage for each Client. (c) EHPC may provide the pricing set forth in the applicable Exhibit C,and the terms set forth in this Master Coalition Agreement, to prospective clients and their representatives provided that EHPC identifies the information as confidential and proprietary and EHPC ensures the prospective client enters into PBM's standard Non-Disclosure Agreement or substantially similar agreement. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 1 of 151 Document#00621754.0 OPTUMRx- EXHIBIT ORMATION C 1ocuSign sEnvelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 (d) Collaboration. EHPC shall introduce OptumRx to Qualified Customers. A Qualified Customer ("Qualified Customer") is an EHPC client or prospect that is interested in the Services and is not currently contracted with OptumRx for pharmacy benefit management services. EHPC shall provide OptumRx with a list of potential Qualified Customers for prior discussion and written approval from OptumRx for the following potential clients: (i) existing pharmacy clients of an affiliate of OptumRx, including United HealthCare and/or UMR,Inc. or(ii)Existing direct clients of OptumRx or(iii)any regional or national health plan clients with which OptumRx may have existing non-compete agreements. Upon request,OptumRx will update EHPC regarding such regional or national health plan clients in a separate document. EHPC shall provide assistance to OptumRx's sales team throughout the sales process to facilitate an executed Client Addendum with Qualified Customers at least thirty(30)days prior to the Customer's Activation Date and shall assist in the implementation and account management of such Clients. 3. Obligations of PBM. PBM will provide Services to each Client as described in this Agreement and the Client Addendum to be entered into by each Client and PBM substantially in the form of the Sample Client Addendum set forth in Exhibit H. (a) Claims Processing. (i) Claims Processing Services. PBM shall provide the services related to processing Claims for prescriptions dispensed on or after the Activation Date. PBM will process Claims received from Participating Pharmacies and Covered Individuals, determine whether such Claims qualify for reimbursement in accordance with the terms of each Client's applicable Plan Design Document, and determine the payment applicable to the Claim. PBM will process Claims within the National Council for Prescription Drug Programs ("NCPDP") standard adopted under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA")Regulations for Electronic Transactions. Upon termination of this Agreement, PBM shall be solely responsible to process only those Claims that are for prescriptions dispensed before the termination date and received by PBM from Participating Pharmacies no later than sixty(60)days after the termination date and from Covered Individuals no later than one hundred eighty(180)days after the termination date. (ii), Claims from Participating Pharmacies. The following services will be provided upon receipt of a Claim: (A) Verification that the individual for whom the prescription has been provided is a Covered Individual; (B) Verification that the medication dispensed is covered under the Client's applicable Plan Design Document;and (C) If applicable, verification that the prescribing person is authorized under the Client's applicable Plan Design Document. (b) Retail Participating Pharmacy Network. (i) National Network. PBM will provide a national network of Participating Pharmacies(PBM National Network)to provide Covered Drugs to Covered Individuals. PBM may terminate a specific Participating Pharmacy for good cause,including quality of care issues,loss of appropriate licensure,or an economic analysis that the pharmacy is not needed. Except termination for cause,PBM will notify Client three months in advance of the effective date of any termination of a Participating Pharmacy when the terminated Participating Pharmacy would cause disruption to more than five percent(5%) of Covered Individuals and PBM will send notice to any Covered Individuals who have utilized a terminated Participating Pharmacy during the prior six months no less than three weeks in advance of the effective date of such termination of a Participating Pharmacy. (ii) Collection of Cost Share by Participating Pharmacies. Prior to providing a Covered Individual any of the Covered Drugs to which the Covered Individual is entitled under the Client's applicable Plan Design Document,PBM will require the Participating Pharmacy to collect any applicable Cost Share, deductible or co-insurance from the Covered Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 2 of 151 Document#00621754.0 OPTUMRx- • I ICI,AND :PRIETAP Y ILWORMATION EXHIBIT, Pt PAGE a OF sc DocuSign envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 Individual. Participating Pharmacies shall not recover any unpaid balances, other than any Cost Share, deductible or co- insurance due Participating Pharmacies from such Covered Individuals. (iii) Payments to Participating Pharmacies. PBM will pay the PBM National Network within an industry-standard time frame for such payments to the Participating Pharmacies. (iv) Customer Service for Participating Pharmacies and Provider Inquiries. PBM will provide a call center telephone line available to all Participating Pharmacies 24-hours per day,7 days per week. (v) PBM will require all Claims to be processed by Participating Pharmacies utilizing Client's prescription drug benefit,including,but not limited to Claims for non-preferred brand drugs. (c) Mail Service Pharmacy. PBM shall provide the following services from its mail service pharmacy: (i) receive prescriptions from Covered Individuals via U.S.mail or commercial carrier at an address as specified by PBM from time to time,subject to and in accordance with the Plan Design Document. (ii) fill prescriptions during normal business hours, subject to the professional judgment of the dispensing pharmacist,provided that the prescription is accompanied by the correct copay,deductible,or coinsurance amount as applicable. (iii) provide Covered Individuals toll-free telephone access to a pharmacist and customer service representative; (iv) provide to Client,at no additional charge,promotional materials that explain to Covered Individuals how to use the mail service program,as well as any other materials Covered Individuals may require to begin using the mail service program; alternatively,PBM and Client may coordinate mailing by PBM on Client's behalf, in which case postage and other fees will apply as set forth in Exhibit C (v) provide computerized drug interaction monitoring of Covered Individuals based upon the Covered Individual profile,programs for generic substitution and therapeutic intervention,pharmaceutical cost containment services and safety edits,and subject to prescriber approval,clinical appropriateness,the terms of the Plan and applicable law; (vi) ship all prescription orders to Covered Individuals via U.S.Postal Service or other appropriate carrier to the address provided by Client and/or the Covered Individual,as long as such addresses are located in the United States; and (d) Specialty Pharmacy. PBM shall provide the following services from its specialty pharmacy: (i) receive prescriptions for Specialty Drugs as updated by PBM from time to time from Covered Individuals via the U.S. mail or commercial carrier at an address specified by PBM from time to time, subject to and in accordance with the Client's applicable Plan Design Document. (ii) fill prescriptions, subject to the professional judgnent of the dispensing pharmacist via U.S.mail or commercial carrier or facsimile at an address or telephone number specified by PBM from time to time; (iii) provide Covered Individuals toll-free telephone access to a pharmacist and customer service representative; (iv) provide to Client,at no additional charge,promotional materials that explain to Covered Individuals how to use the specialty service program,as well as any other materials Covered Individuals may require to begin using the specialty program and Client shall distribute such information to Covered Individuals; (v) provide computerized drug interaction monitoring of Covered Individuals based upon the Covered Individual profile,programs for generic substitution and therapeutic intervention,pharmaceutical cost containment services and safety edits,and subject to prescriber approval,clinical appropriateness,the terms of the Plan and applicable law; Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 3 of 151 Document#00621754.0 OPTUMRx- FORMATION DocuSign v nvelope ID:1379725aC-BF7B-4F68-8679-2833A2EBE9A6 (vi) ship all prescription orders to Covered Individuals via U.S.Postal Service or other appropriate carrier to the address provided by Client and/or the Covered Individual,as long as such addresses are located in the United States; and (vii) provide Client with a list of certain drugs that will be subject to the specialty pharmacy pricing rate. PBM's specialty pharmacy will not dispense drugs if the prescription is not accompanied by the correct Cost Share as applicable. (e) PBM Rebate Program. (i) Client shall receive Rebates received by PBM from pharmaceutical manufacturers (the "Covered Manufacturer")for prescription drugs dispensed to Covered Individuals, or the minimum Rebate Guarantee set forth in the applicable Exhibit C.EHPC and Client understand that: (A) PBM publishes a drug formulary or other preferred drug list managed solely by PBM, including all subsequent revisions and provides the formulary electronically to Client;and If Client is utilizing a PBM standard preferred drug list, on an annual basis,but no later than ninety(90) days prior to the beginning of each calendar year, PBM will provide Client with updated Formulary document templates in a mutually agreeable format.PBM shall provide an EHPC Standard Formulary at no additional cost to EHPC and/or Client. (ii) Payment of Rebates. Subject to the terms and conditions of this Agreement, PBM will receive Rebates paid by Covered Manufacturers for Qualified Claims. Claims data shall be processed based on the utilized formulary on the date dispensed,as further described in the applicable Exhibit C. Accompanying each quarterly Rebates payment PBM shall provide reports that detail the applicable pricing model and option,the applicable Client,the amount paid pursuant to the minimum Rebate Guarantee,the amount paid pursuant to over-performance, and the quarter of utilization to which the payment applies. For Pass-Through Model only,such reports shall include amount invoiced,invoice adjustments and amount collected. (iii) Eligible Rebate Data. Drug utilization submitted by any entity other than PBM(or any entity on behalf of PBM) including, but not limited to the following government entities (the "Government Plans"): Medicaid, Medicare, or other state or federal health care program that receive rebates, discounts, or other forms of price reduction directly or indirectly from Covered Manufacturers, shall not be eligible to participate in the PBM Rebate Program. EHPC and Client agree that Client shall clearly identify to PBM all Covered Individuals whose drug utilization or Claims have been otherwise submitted to Covered Manufacturers or whose Claims have been or will be filed for reimbursement with Government Plans. Client agrees that if Client fails to identify such known Covered Individuals and any Covered Manufacturer's audit of its rebate program reveals improperly calculated Rebates involving such Covered Individuals,then Client shall be solely responsible for the reimbursement of any Rebates improperly made or calculated and any corresponding costs or penalties associated with the audit.Notwithstanding the foregoing,this provision shall not be construed to prohibit Client from participating in Medicare or Medicaid risk contracting. (iv) Rebate Limitations. EHPC and Client waive,release,and forever discharge PBM from any claims, demands, losses, attorneys'fees, costs, expenses, or liabilities of any nature,whether known or unknown,arising from(i)a Covered Manufacturer's breach of any agreement related to the PBM Rebate Program; or (ii) a Covered Manufacturer's negligence or misconduct, except where PBM is determined to have been the cause of such claim, demand or loss. The previous sentence notwithstanding,in no event shall the terms of this section change,modify or amend the minimum Rebates guarantees set forth in the applicable Exhibit C. (v) Other Pharmaceutical Relationships. Nothing in this Agreement shall preclude PBM, EHPC or Client from pursuing sources of revenue that are not Rebates from Covered Manufacturers, or engaging in other revenue- producing relationships with Covered Manufacturers, including, but not limited to, obtaining funding for Clinical Communications as described in Section 1(f)(iv). Client agrees that during the term of his Agreement,Client will not directly or indirectly enter into an agreement with any pharmaceutical company, or other third party, for the purpose of obtaining Rebates. Client represents and warrants that it does not have any direct or indirect arrangements,agreements and/or contracts with any pharmaceutical company or other third party related to Rebates. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_7B.rt_12.14.20 Page 4 of 151 Document#00621754.0 OPTUMRX-C RMATION EXHIBI Pc DocuSign nvelope ID:8797250C-BF7B-4F68-8679-2833A2EBE9A6 (vi) Pharmacy & Therapeutics (P&T) Committee. PBM P&T Committee is an external advisory committee comprised of healthcare professionals(physicians,pharmacists,nurses,etc.)that is responsible for managing and administering the PBM drug formulary system, including utilization management strategies. The P&T Committee will develop,maintain,and review the complete PBM formularies at least annually to ensure that the formularies are appropriately revised to adapt to both the number and types of drugs on the market. (f) Clinical Services. EHPC and Client agree that PBM will provide Clinical Services elected by Client as identified in the most recent executed Clinical Documentation Form which is incorporated by reference herein. Examples of Clinical Services include: (i) Concurrent Drug Utilization Review. PBM will provide concurrent on-line drug utilization review ("DUR")to Participating Pharmacies and to PBM owned Mail Service and Specialty Pharmacies for all Claims submitted through point of sale. DUR is intended to assist the pharmacist in identifying possible drug interactions and other issues which may be indicative of prescribing inappropriate drugs. (ii) Prior Authorization. At each applicable Client request, PBM shall perform a prior authorization review,consisting of administering rules and conditions established by Client to determine if certain drugs or drug classes or categories are approved under the Plan Design Document. (iii) Formulary Management. PBM will provide an electronic utilized formulary to each Client. Client shall use the PBM Formulary and Client shall not use a custom formulary. EHPC and Client agree that any Client-imposed changes to the PBM Formulary will alter Rebates to Client and PBM reserves the right to modify Rebate Guarantees in an amount that is commensurate with the change in Rebates received by PBM as a result of such change. PBM agrees to provide Client with documentation that reflects the financial impact any such Client-imposed change to the PBM Formulary may have and PBM shall obtain Client approval prior to making any such change. (iv) Clinical Communications/Programs. The Clinical Services Department of PBM may, from time to time, have the need to communicate directly with the Client's plan membership or conduct clinical programs ("Clinical Programs").These communications and programs are designed to support the Client's goals for their pharmacy benefit.The communications are intended to promote patient safety,quality of care,reduction in cost(Client and/or Covered Individual), and drive better healthcare outcomes. Communications and programs may address safety,product selection,choices in drug delivery options,wellness,disease education,and disease state management. The cost of these mailings will be paid by PBM. Other types of Clinical Communication,associated with specific Clinical Programs,may carry an associated charge and will be discussed in relation to the specific Clinical Program. PBM shall provide any such communications to Client for review and approval prior to distribution to Covered Individuals. Client shall review and provide feedback and/or approve or deny any such communication within five(5)business days of its receipt from PBM of any such communication. PBM shall not send communications of any kind or in any manner to Client's plan membership if PBM has not first obtained written approval from Client. (g) Benefit Plan Administration. PBM shall provide support in pharmacy benefit plan development, set-up and administration to assist Client. PBM will maintain pharmacy benefit plan administration protocols as requested by each applicable Client via plan implementation documents provided by each applicable Client to PBM. Client and PBM shall mutually agree on the format of the implementation documents; however, Client will have the ultimate responsibility for approving all pharmacy benefit plan design and protocols. Additionally,Client acknowledges that nothing in this Agreement shall be deemed to confer upon PBM or EHPC the status of fiduciary as defined in the Employee Retirement Income Security Act of 1974,as amended,or any responsibility for the terms or validity of the pharmacy benefit plans. (h) Client and Covered Individual Services. (i) Account Management. PBM shall provide trained, experienced account service resources to serve as liaison between Client and PBM for the purpose of facilitating operational activities, resolving issues, and providing consultative support. Dedicated account management support includes scheduling conference calls to monitor and discuss outstanding priorities. Account management staff will act as the primary contact to Client after the implementation process is completed. PBM shall replace a dedicated Account Manager within thirty(30)days of PBM's receipt of Client's reasonable request. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 5 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRTF.TARY INFORMATION 1EXHIBIT Pc PAGE C OF5 DocuSign envelope ID:6797250C-BF7B-4F68-8679-2833A2EBE9A6 (ii) Covered Individual Customer Service. Covered Individual Customer Service provides Covered Individuals with information regarding pharmacy locations, eligibility, drug coverage, Cost Shares, prior authorization requirements,appeals process, direct member reimbursement instructions, Claims status and general information regarding their prescription benefit plan. Covered Individual Customer Service is available via a dedicated toll-free phone number 24 hours a day,7 days a week,365 days a year. (iii) Implementation Support. PBM shall provide trained,experienced project management resources to serve as liaison between Client and PBM and to manage the implementation process. A PBM implementation project manager will act as the primary contact to Client during implementation. Implementation support shall include establishing a project plan; identifying necessary activities to support the implementation; and coordinating internally,within PBM, to identify and resolve implementation issues. (i) Ancillary Services. If Client requests additional or ancillary services,including consultative services,other than those described herein PBM shall attempt to accommodate Client at a mutually agreed upon rate under a separate agreement signed by the Parties prior to the performance of the services. (j) Enhanced Services. Each Client may elect to receive enhanced services from PBM. Prior to implementation,each Client will notify PBM in writing whether it chooses to participate in any of the enhanced services set forth in Section B (Enhanced Services for Additional Fees) of Exhibit B (Standard and Enhanced PBM Products and Services). In such event,PBM shall provide Client the applicable enhanced services. The fees for any such enhanced services are set forth in Exhibit C. (k) Integrations of Medical/Rx Accumulator. PBM shall provide financial accumulator integration for combined medica]Rx plans effective as of the date mutually agreed upon by Client and PBM and pursuant to the fees set forth in Exhibit C or such other implementation date determined by PBM based on the project plan developed with Client and its medical vendor and pursuant to the fees set forth in Exhibit C.Client may select either the Batch Method or Near Real Time(NRT)Method.If Client elects the Batch Method PBM shall implement a service to process a batch file at specified times. If Client elects the NRT Method, PBM shall implement an electronic communication system between PBM and Client's medical vendor to share information each time a claim is posted on either system. In all cases, on-going support includes: (i)review of error reporting; (ii) intervention on any files that rejected, (iii) intervention on any claim rejection issues that are due to PBM's systems/technology;(iv)research support on questions from Client such as missing claims,how a claim paid, and data interpretation; and (v) reconciliation, including automated "fixes" and, if necessary, manual intervention on any open items, manual"fixes" when necessary, and documenting and submitting any"bug fixes."Client acknowledges that it will provide accumulator information requested by PBM in a timely manner to allow PBM to provide the integrated accumulation services described above. (1) Performance Guarantees. PBM agrees to the performance guarantees as set forth in Exhibit E-1 (Implementation Performance Guarantees)and Exhibit E-2(Performance Guarantees). (m) Enhanced Savings Program. PBM agrees to provide Enhanced Savings Program as set forth on Exhibit F as elected by Client. (n) Medicare Part D Retiree Drug Subsidy Services. PBM agrees to provide Medicare Part D Retiree Drug Subsidy("RDS")Services as set forth in Exhibit G as elected by Client. (o) Employers Group Waiver Plan. PBM agrees to provide Employer Group Waiver Plan("EGWP")Services as set forth on Exhibit I as elected by Client. 4. Client Responsibilities. (a) Client will promptly furnish, in a format acceptable to PBM, a file of each Client's Covered Individuals, and subsequent timely additions and deletions to such file as changes occur. Client will pay for any Covered Drug dispensed to a person reported by Client who is no longer a Covered Individual,if such notification is not received by PBM at least two (2)full business days prior to the dispensing date of such prescription. (b) Client will promptly furnish,in a format acceptable to PBM,designation,in writing,of those Plan Design features to be determined by Client. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt 12.14.20 Page 6 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT pc PAGE ' OF c s DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 (c) Administrative Payments to PBM. PBM shall invoice monthly each Client for services set forth in the applicable Exhibit C. Client will pay all valid,undisputed invoices for such services within thirty(30)days after the date of the invoice. Invoices remaining unpaid over forty-five(45)days following the date of the invoice by Client will be charged a late fee of the lesser of one and one-half percent(1'/2%)or the highest rate allowed by law, for each thirty(30)days that payment is late. (d) Network Claims Funding. PBM shall invoice bi-monthly each Client for Network Claims Funding. Payments by each Client to PBM for the PBM National Network, or other network,for Covered Drugs ("Network Claims Funding") shall be made via electronic fund transfer or Automated Clearing House(together`Electronic Payment") debit within ten(10) days after Client receives notification of the amount due from PBM. Late payment of undisputed invoices shall bear a fee of the lesser of one and one-half percent(1'/2%)or the highest rate allowed by law,for each thirty(30)days, that payment is late. PBM shall retain cash management responsibilities over the Network Claims Funding to help ensure prompt payment to Participating Pharmacies. (e) Non-payment. EHPC and Client agree that if Client fails to meet the payment obligations of Section 4(d) within the time specified,Client shall be deemed in breach of the Agreement. Notwithstanding Section 4(d)of the Agreement, or any other provisions contained herein, if Client fails to cure such breach within three(3)business days,PBM,in its sole discretion, shall have the non-exclusive and cumulative options to: (a) suspend processing of Claims, (b)require Client to pre-fund a pharmacy spend account in the amount of two(2)times the average monthly prescription drug spend of Client,or (c)utilize available deposited or escrowed funds all as set forth in Section 4(f) of the Agreement. Client must notify PBM promptly of any disputed invoices and the parties agree to work together to resolve such disputed invoices. (f) Payment Protections. (i) Should Client miss two Network Claims Funding payments, EHPC and Client agree PBM is authorized to take any actions reasonably necessary to protect PBM from damages in connection with a failure of Client to pay,the costs and fees required under this Agreement,within the times outlined in this Agreement,including,but not limited to requiring Client to fund, in advance, two (2) months' of fees for Participating Pharmacies and related Dispensing Fees disbursed by PBM,an account designated for Network Claims Funding. PBM shall exercise its right to invoke such payment protection by providing written notice to Client. Client shall have forty-five (45) days from its receipt of such notice to comply with this payment protection. (ii) If Client fails to make payment pursuant to Section 4(d)above,PBM may,in addition to its remedies under this Agreement, at law or in equity, do any or all of the following: (i) suspend performance of any or all of PBM's obligation under or in connection with this Agreement,including PBM's obligation to process Claims; (ii) apply all or any portion of any security or funding posted by Client with PBM to Client's delinquent account; or (iii) set off against any amounts payable to Client(including any Rebates PBM receives from manufacturers on behalf of Client) any amounts due to PBM(including late interest charges). (g) Plan Design Specifications. Client will provide a Plan Design Document for each plan administered by PBM in sufficient detail to permit PBM to perform its duties and obligations under this Agreement. Any changes to the Plan Design Document will be submitted by each Client to PBM through a revised Plan Design Document no less than thirty(30) days prior to their intended implementation by Client to permit timely implementation and minimal disruption of Claims Processing Services for those Covered Individuals. (h) Eligibility File. Client agrees to provide PBM a complete file(each a`Eligibility File")on electronic media acceptable to PBM of all Covered Individuals Benefit Plan to be serviced by PBM hereunder. Client will promptly furnish PBM on electronic media acceptable by PBM,files of all Covered Individuals whose enrollment has been terminated and an Eligibility File containing each new Covered Individual and PBM shall implement each file within one(1)business day of receipt by PBM. PBM shall not be liable for any prescriptions filled or processed for any person who is not a Covered Individual due to incorrect or untimely eligibility data provided to PBM. (i) EHPC's Ability to Modify. EHPC and PBM may agree to modify the obligations and responsibilities of Client and the Parties during the term of this Agreement following the execution of an amendment hereto by EHPC and PBM. Client acknowledges that EHPC has the authority to negotiate on Client's behalf,including Market Check and Performance Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 7 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAkAND PROPRIETARY INFORMATION 1 E)(HIBIT A PAGE -7 OF S 5 nocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 Guarantees,provided that any changes negotiated by EHPC on Client's behalf result in a net financial improvement for Client or an improvement in services provided by PBM to Client. (j) Financial Terms. In the event a Client is no longer a member of Employers Health Coalition,Inc.,EHPC and Client acknowledge and agree that PBM may provide alternative financial terms considering Client's position as a stand- alone client but no more favorable then the aggregated financial terms described herein. Client acknowledges that PBM is precluded from offering Client the financial terms described herein. (k) Client Specific Terms. Coalition agrees that individual Client Addendums may include Client specific terms, including but not limited to provisions related to a Client's status as a unit of government, Client authorized broker consultant or auditor or similar fees,or other provisions required or authorized by Client due to its unique circumstances. (1) Other Addendums. Intentionally omitted. (m) All other terms and conditions shall be governed by this Agreement and all references to the Coalition Agreement shall mean this Agreement. (n) Market Check. On an annual basis,beginning no later than the first(1st)quarter of the year,EHPC shall have the right to conduct a market check to confirm its pricing is competitive with that of similar organizations. EHPC agrees that the market check shall be based upon the same financial assumptions of this Agreement,including plan design, and the market check will be based upon similar organizations in size and market as EHPC. In the event that EHPC determines its pricing is less competitive than that of similar organizations,EHPC shall provide PBM with its market check documentation no later than March 1st and PBM agrees to enter into good faith negotiations to reach agreement prior to July 31st on acceptable financial terms in accordance with the market check for similar organizations. Any adjustments resulting from this Section 4(n)are contingent upon Coalition's execution of one of the following: (i) an Amendment to this Agreement,(ii)a restated agreement,or(iii)a Coalition Pricing Confirmation Addendum,prior to September Pt for an effective date of January Pt of the next calendar year. For Market Checks with pricing effective after January Pt of the following year each of PBM, Coalition, and Client agrees that pricing adjustments will not require Clients to take further action and PBM will provide notice prior to September 1 of pricing adjustments to Clients.The Parties agree an e-mail notice is acceptable for the purposes of this section. In the event that a Client wishes to opt out of any pricing adjustment negotiated by Coalition,Client may do so by executing a Client Addendum in which such intent is stated. If a Client chooses to opt out of the adjusted pricing, Client must provide written notice to PBM and Coalition prior to October 1. 5. Term and Termination. (a) Term. This Agreement will become effective on the Effective Date and continue for three(3)years until December 31,2023 (the"Initial Term"). Thereafter, this Agreement shall automatically continue in effect for additional one-year terms(each a"Renewal Term"),provided that either party may terminate this Agreement effective as of the last day of the Initial Term or any Renewal Term by providing written notice of non-renewal to the other party at least one hundred eighty(180)days prior to the end of such Initial Term or Renewal Term. Notwithstanding any provision in this Agreement to the contrary, in no event may Coalition terminate this Agreement without cause prior to the second anniversary of the Effective Date. Except for Grandfathered Addendums, the term of any Client Addendum shall be governed by the term provisions set forth in the applicable Client Addendum. (b) Termination for Cause. PBM or Coalition may terminate this Agreement and Client or PBM may terminate the Client Addendum following a material breach by another party. The non-breaching party shall notify the breaching party of the breach and the breaching party shall have thirty(30)days(the"Cure Period")to cure the breach to the reasonable satisfaction of the non-breaching party. If the breaching party fails to cure the breach within the Cure Period,then the non-breaching party may terminate the Agreement immediately. (c) Termination for Convenience. Client may terminate this Agreement for convenience by providing PBM and EHPC with no less than one hundred eighty (180) days written notice of intent to terminate, with termination being effective one hundred eighty(180)days from the date of such written notice or a later date as specified by Client. (d) Effect of Termination. If Client terminates this Agreement without following the protocols detailed in sections 5 (b) or(c), or if PBM terminates this Agreement for default by Client prior to the end of the Initial Term or any Renewal Term,PBM will retain any and all pending or future Rebates payable under this Agreement. Each Party will return Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 8 of 151 Document#00621754.0 Op x-nn IDRl►iTW,,AND AGE P�ROPRIET •° INFORMATION EXHIBIT...A.... . - -- -- _ DocuSign Envelope ID:8797250C-BF7B-4F68-8679-2833A2EBE9A6 to the other Party all papers,materials and properties of the other Party. Further, Client agrees to pay back to PBM within thirty(30)days of termination a pro-rata amount of any credits or allowances,as set forth in the Agreement,received based on the number of months remaining in the initial term and any Rebates paid in advance that has not been captured from the Covered Manufacturers. 6. Confidentiality. (a) Confidential Information. For purposes of this Agreement,"Confidential Information"means any data or information that is proprietary to the party making disclosure(the"Disclosing Party")and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies,plans,financial information,contract terms or rates,pricing,projections,operations,sales estimates,business plans and performance results relating to the past,present or future business activities of such party,its affiliates,subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information,invention,design,process,procedure,formula,improvement,technology or method(iv)any concepts,reports, data,know-how,works-in-progress,designs,development tools,specifications,computer software,source code,object code, flow charts, databases, inventions, information and trade secrets; (v) any and all summaries, analysis, determinations, distillations,excerpts,work product,results or other documents utilizing or incorporating Confidential Information,whether in whole or in part; (vi) any Protected Health Information, as that term is defined by the HIPAA Privacy Rule, 45 C.F.R. Secs. 160 and 164,that is provided by PBM,EHPC,or Client pursuant to this Agreement; (vii) any information that PBM, EHPC or Client learns or becomes aware of, directly or indirectly,through the disclosure of Confidential Information; and (viii) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The party receiving the information (the"Receiving Party") acknowledges that the Confidential Information is proprietary to the Disclosing Party,has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets. All Confidential Information shall at all times, and throughout the world,remain the property of the Disclosing Party, exclusively, and all applicable rights in patents,copyrights,trademarks,service marks,trade names and trade secrets shall remain vested in the appropriate party,exclusively. (b) Use of Confidential Information. The Receiving Party shall use the Confidential Information it receives pursuant to this Agreement for the sole purpose of its obligations under this Agreement. Except as specifically provided herein, in no event shall the Receiving Party disseminate or communicate the Confidential Information in any form to any other person,firm,corporation or affiliate without the express written consent of the Disclosing Party. The Receiving Party shall only disclose Confidential Information to persons within its organization who (i) need to know the Confidential Information in order to accomplish the objectives in connection with this Agreement, and (ii) are required to protect and otherwise not disclose or use the Confidential Information except as provided in this Agreement. Such persons who receive any Confidential Information shall be subject to written agreement no less restrictive than this Section 6. (c) Derivatives of Confidential Information. Any reports,documents,notes or other information in whatever form or medium that are derived or result from the receipt of Confidential Information shall be governed by the same terms and conditions respecting confidentiality and use as the Confidential Information is itself used. (d) Rights in Confidential Information. All Confidential Information of the Disclosing Party shall be and remain the property of the Disclosing Party. The Receiving Party shall not obtain any rights of any nature whatsoever in or to the Confidential Information as a result of such disclosure. Upon the Disclosing Party's request,the Receiving Party shall promptly destroy or return to the Disclosing Party all of the Disclosing Party's Confidential Information,including all copies thereof. An officer of the Receiving Party shall certify to the Disclosing Party that all Confidential Information has been destroyed or returned to the Disclosing Party. (e) Exceptions. Notwithstanding any provisions contained in this Agreement,the Receiving Party shall not be required to maintain in confidence the following information: (i)information which,at the time of disclosure to the Receiving Party,is in the public domain;(ii) information which,after disclosure,becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii)information which was in the Receiving Party's possession at the time of disclosure to the Receiving Party, and which was not acquired, directly or indirectly, from the Disclosing Party; (iv) information which the Receiving Party can demonstrate resulted from its own research and development, independent of disclosure from the Disclosing Party; (v) information which the Receiving Party received from third parties,provided that such information was not obtained by such third parties from the Disclosing Party on a confidential basis;or(vi)information Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 9 of 151 Document#00621754.0 OPTUMRx-CONFTDFNTTAT ANn PRnPRTFTAPY INFORMATION XHIBIT A .PAGE w OF 65 EocuSign Envelope ID: B797250C-BF7B-4F68-8679-2833A2EBE9A6 c � which is produced in compliance with applicable law or a court order,provide that the Disclosing Party is given reasonable notice of such law or order and an opportunity to attempt, at the expense of the Disclosing Party,to preclude or limit such production. The Receiving Party shall have the burden of showing any one or more of these exceptions apply. 7. Access and Records. (a) Record Maintenance. For the longer of the period required by law or seven (7) years from the date of rendering any Covered Prescription Drug Service,PBM will maintain records related thereto, including,but not limited to, prescription records and other documentation related to healthcare services provided to Covered Individuals. Requests for data that is older data than thirty-nine(39)months may be subject to payment of fees for retrieval of data. (b) Use of Information. Except for Confidential Information,PBM,EHPC and Client may use,reproduce,or adapt information obtained in connection with this Agreement,including Claims data information and eligibility information, in any manner they deem appropriate,except that PBM,EHPC and Client and their agents,employees,and contractors shall maintain the confidentiality of this information to the extent required by applicable law or regulation including the provisions ofHIPAA,and may not use the information in any way prohibited by law. PBM,EHPC and Client shall be solely responsible for their own use of such information,and shall indemnify and hold the other entities harmless for,from and against any and all costs,losses,and damages incurred as a result of such use. (c) Audit. PBM, EHPC and Client may once annually audit the other entities in relation to its duties and obligations under this Agreement. Due to the extraordinary demands placed on staff during the annual renewal period of December and January,no audits may be initiated or conducted during these months. These rights shall include auditing Claims and other relevant records which shall be made accessible upon thirty(30)days prior written notice and at reasonable intervals during the regular business hours of the audited entity.Notwithstanding the foregoing,Client's audit of PBM records is limited to review of Claims transactions, Rebate agreements, Participating Pharmacy agreements and related data and documents,and all other data,agreements and documentation reasonably necessary to validate adherence to the terms of this Agreement,adherence to and accuracy against the approved plan design,pricing,Rebates,and Performance Guarantees under this Agreement. All expenses for such audits shall be at the expense of the requesting Party. Customary 5500 requests, consisting of reporting of amounts billed to Client and not including Claims files or samples, shall not be deemed to be an "audit"as such term is used in this section. Client acknowledges that it shall not be entitled to audit:(i)documents,in whole or in part,that PBM reasonably and in good faith deems to be proprietary,confidential or trade secret;and(ii)documents,in whole or in part,PBM is barred from disclosing by law or pursuant to an obligation of confidentiality to a third party. The previous sentence notwithstanding,PBM shall work with EHPC or Client in good faith to obtain consent from any third party with whom PBM has a confidentiality obligation to disclose any documents requested as part of an audit. All information and records reviewed pursuant to this section shall be considered Confidential Information for purposes of this Agreement. (d) Auditors. Notwithstanding the foregoing,only an independent third-party auditor,who is not a competitor of PBM, will have the right to review to the items identified in Section 7(c) of this Agreement. No auditor will be unreasonably prohibited by PBM. No third party may be allowed or designated to conduct an audit without an executed nondisclosure agreement with PBM no less than thirty(30)days prior to the date of the audit,ensuring the confidentiality of PBM's Confidential Information,and the prior written consent of the party whose records are being audited.The audit scope will cover a period not to exceed one Contract Year,unless the audit relates to a financial guarantee for a period exceeding twelve(12)months,in such case,shall be limited to the term of the financial guarantee. No more than one audit is permitted for the same period and scope.The subject of an audit for a particular audited period may not be re-audited once the audit is complete. No party may initiate an audit more than once in any Contract Year,nor more than eighteen(18)months after the date of the termination of this Agreement. Required regulatory audits,including mandatory Medicare audits, shall not be included in the preceding audit limitations. Client's auditor shall not be an individual or entity that is: a competitor of PBM, a Covered Manufacturer representative,or any retail,mail or specialty drug pharmacy representative or vendor. (e) Audit Close. A final audit report shall be provided by Client(or its auditor)in writing to PBM within thirty (30) days of the end of the audit. PBM shall have thirty (30) days to respond. Automatic closure and/or settlement, if applicable,will occur if Client or its auditor fails to communicate within thirty(30) days of PBM's response. Payment of any amounts due shall be reflected in an executed audit settlement agreement. 8. Indemnification. Each party(an"Indemnitor")shall indemnify and hold harmless the other party(an"Indemnitee"), Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 10 of 151 Document#00621754.0 OPTUMRY-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT Pc _PAGE f o OF 55 Docusign Envelope ID:8797250C-BF7B-4F68-8679-2833A2EBE9A6 and its officers, directors, shareholders, employees and other agents, from and against any claims, liabilities, damages, judgments or other losses(including,but not limited to,attorneys'fees)incurred by the Indemnitee arising out of or as a result of any acts or omissions of the Indemnitor, or its officers, directors, employees or other agents in connection with the performance of any of their duties and obligations contained within this Agreement. 9. Insurance. PBM will maintain, during the term of this Agreement, liability coverage with limits not less than $1,000,000 per occurrence and in the aggregate per pricing per year,with excess liability coverage in an amount not less than $5,000,000 per policy year. Evidence thereof will be furnished to EHPC upon request. 10. Limitation on Liability. (a) PBM's maximum liability as a result of any breach of this Agreement by PBM or otherwise arising from PBM's wrongful acts,errors or omissions shall not exceed such amount that PBM may recover under any liability insurance policy maintained by PBM with respect to claims made against PBM by Client or others with respect to this Agreement. Client shall give timely written notice to PBM of any alleged loss or damage. (b) Client shall give timely written notice to PBM of any alleged loss or damage. Notwithstanding the foregoing,in no event shall PBM be liable for any legal fees incurred by Client in connection with its defense of any such assertion. The foregoing limitation shall apply regardless of the cause of action or legal theory on which the assertion is based,whether in contract,tort or otherwise. (c) In no event shall either party be liable to the other or any third party for any loss of profits,lost business opportunity or any special,indirect,consequential or incidental damages arising out of or in connection with this Agreement, regardless of the cause of action. (d) PBM will not be responsible for any claims,losses,or damages sustained as a result of the actions,or failure to act,by any retail pharmacy,pharmaceutical manufacturer or other pharmaceutical providers pursuant to this Agreement. 11. Client's Authority over Plan. Each Client acknowledges that it has the sole authority to control and administer the Plan. Except as is specifically provided herein and in a signed Client Addendum regarding Claims adjudication services,the Client acknowledges that EHPC and PBM are engaged to perform Services as an independent contractor and not as a fiduciary of the Plan or as an employee or agent of the Client,or as the Plan administrator. Nothing in this Agreement shall be construed or deemed to confer upon PBM or EHPC any responsibility for or control over the terms or validity of the Plan. Except as specifically described below, EHPC and PBM shall have no discretionary authority over or responsibility for the Plan's administration. Further,because EHPC and PBM are not an insurer,plan sponsor,Plan administrator,or a provider of health care services to Covered Individuals,EHPC and PBM shall have no responsibility for(i)funding of Plan benefits;(ii) any insurance coverage relating to the Client,the Plan or the Covered Individuals; or(iii)the nature or quality of professional health care services rendered to Covered Individuals. 12. Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (a) shall be in writing; (b) shall be sent by messenger, certified or registered U.S. mail, a recognized national overnight delivery service for next business day delivery,facsimile or e-mail(with a copy sent by one of the foregoing means),charges prepaid as applicable,to the appropriate address or number set forth below;and (c) shall be deemed to have been given on the date of receipt by the addressee(or,if the date of receipt is not a business day,on the first business day after the date of receipt),as evidenced by(i)a receipt executed by the addressee(or a responsible person in his or her office),the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger,U.S.mail or recognized national overnight delivery service, or(ii) a receipt, or other evidence of transmittal, generated by the sender's facsimile or e-mail software showing that such communication was sent to the appropriate number or e-mail address on a specified date,if sent by facsimile or e-mail. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 11 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT Pi PAGE It OF5 J DocuSign Envelope ID: B797250C-BF7B-4F68-8679-2533A2EBE9A6 All such communications shall be sent to the following addresses or numbers,or to such other addresses or numbers as any Party may inform the others by giving five(5)business days'prior notice: If to PBM: OptumRx,Inc. 1600 McConnor Parkway Schaumburg,IL 60173 Attention:General Counsel If to EHPC: Employers Health Purchasing Corporation 4771 Fulton Drive NW Canton,OH 44718 Attention:David M.Uldricks,J.D.,LL.M. Phone:(614)336-2883 ext.2403 Facsimile:(614)336-3042 E-Mail: duldricks@ehpco.com 13. General Provisions. (a) Advertising. Neither Party shall use promotional material referencing or referring to the other Party without the prior consent of the other Party;provided,however,that the parties may publicize that PBM provides Covered Drugs to Client. Both Parties will cease any and all usage immediately upon termination of this Agreement. (b) Intellectual Property. Any rights in information,innovations,ideas, discoveries,products,creative works and the like(whether or not copyrightable or patentable),suggestions,communications,data,reports and results conceived, derived,reduced to practice,made or developed by either Party as a direct result of the services under this Agreement shall be the sole property of the Party developing such. (c) Other Obligations. The Parties represent and warrant that the terms of this Agreement are not inconsistent with any other obligations whether contractual or otherwise that the Party may have or with the policies of any other entity with which the parties are associated. (d) Business Associate. EHPC and PBM agree to be bound by the terms of the Business Associate Agreement attached hereto as Exhibit A. (e) Governing Law. This Agreement will be governed by and construed according to the laws of the State of Ohio without regard to its choice of law provisions,and all disputes related to this Agreement,its formation or interpretation shall be heard in a court located in Ohio. (f) Independent Contractors. Each Party is an independent entity and nothing in this Agreement shall be construed to establish an employer/employee or principal/agent relationship or any fiduciary or other relationship other than independent parties contracting with each other for the purpose of carrying out the duties and obligations of this Agreement. Nothing in this Agreement is intended or shall be construed to confer upon any person or entity (including Participating Pharmacies,Covered Manufacturers and Covered Individuals)other than the parties hereto and their successors or permitted assigns,any rights or remedies under or by reason of this Agreement. (g) Force Majeure. Neither Party shall be deemed to have breached this Agreement or be held liable for any failure or delay in the performance of all or any portion of its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing,such causes include acts of God or the public enemy,fires,floods,storms,earthquakes,riots,strikes,boycotts,lock-outs,wholesalers,wars and war-operations, restraints of government,power or communication line failure or other circumstances beyond the Party's control,or by reason of the judgment,ruling,order of any court or agency of competent jurisdiction,or materially altering the law or regulations covering the subject matter of this Agreement or any other change in such law or regulations subsequent to the execution of this Agreement. However,if the force majeure event continues for thirty(30)consecutive days the party not directly affected by it may terminate this Agreement immediately upon written notice to the other party without penalty to it. (h) Non-Solicitation Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 12 of 151 Document#00621754.0 OPTUMRx-CONFIPFNTTAT,AND PROPRIETARY INFORMATION LEXHIBIT ,A PAGE i a OF- 3_1 DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 (i) Non-Solicitation of Employees. During the term of this Agreement and for one(1)year thereafter, neither Party may(without the prior written consent of the other Party)actively solicit any person employed then or within the preceding year by the other Party and involved directly or indirectly in the performance of this Agreement. Such consent may be withheld in the other Party's sole discretion. The term "actively solicit" does not include any employment of the other Party's personnel through means of advertisements, job postings, job fairs and the like and any employment where the individual has made the initial approach to the hiring Party. (ii) Non-Solicitation of Administrator's Affiliates' Clients. Except for the collaboration provisions set forth in Section 2(d),during the term of this Agreement,EHPC agrees that it will not directly solicit, entice, or induce any clients of Administrator's Affiliates where Administrator is the pharmacy provider, to enter into a new, direct agreement with EHPC pharmacy benefit management coalition or another PBM services provider. (i) Assignment. Neither party may assign any rights or obligations under this Agreement without the other parry's prior written consent, except that either party may assign this Agreement without the consent of the other party to a parent company, controlled affiliate, or affiliate under common control with the assigning party. Notwithstanding the foregoing,PBM may assign this Agreement in connection with a sale of assets,or other business combination,without the consent of Client. (j) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties;provided,however this agreement may not be assigned by either Party without the expressed written consent of the other Party. (k) Severability and Waiver. The invalidity or unenforceability of any term or provision of this Agreement shall in no way affect the validity or enforceability of any other term or provision. The waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. (1) Headings. The headings to the sections and subsections of this Agreement shall be disregarded in its interpretation. (m) Dispute Resolution Procedures. The parties shall make a good faith effort to resolve any disputes arising during the term of this Agreement. (i) If the parties are unable to resolve the dispute through informal discussions, either party may submit a written complaint to the other party describing the dispute and proposing a manner of resolving such dispute. The party receiving such complaint shall respond by accepting, rejecting, or modifying such proposed resolution, in writing, within thirty(30)days of the date of receipt of such complaint. (ii) If the parties are still unable to resolve the dispute and only after both parties have determined through proper documentation that they have complied with Section 13(1)(i)above,then both parties shall agree to Executive Dispute Resolution. Executive Dispute Resolution requires each party to meet in person for a reasonable amount of time at a mutually agreeable location. This meeting shall be attended by at least one senior member of each company with the authority to settle disputes arising from this Agreement. (iii) Only after the parties have tried in good faith to resolve disputes through informal means,both parties have tried to resolve disputes through formal written means, and they have met to resolve disputes through the Executive Dispute Resolution process,may either party instigate legal action. (n) Exclusivity. By signing its Client Addendum,Client agrees that PBM shall be the exclusive provider for the services selected by Client to be provided to Client by PBM("Client Selected Services")as listed in the Client Addendum and specified in this Agreement. Further, Client agrees to utilize only PBM to provide it with any of the Client Selected Services comparable to those described herein during the term of this Agreement for its Covered Individuals receiving benefits under this Agreement. This Section shall not prohibit Client from including pharmacy coverage under a managed care,HMO or other comprehensive medical/prescription benefit plan. If Client acquires or is merged with another company through any legal business combination after such Client's Activation Date and the population of said acquired or merged organization is contracted with another prescription benefit provider,Client will not be in breach of the Agreement if it utilizes Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 13 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION IEXF1IBIT A PAGE 13 OF. 5 DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 an organization other than PBM to provide any of the services described herein. These Services will be provided to the Covered Individuals as defined herein. Client acknowledges and agrees that a breach of this Section shall be deemed a material breach of this Agreement and shall entitle PBM to modify pricing terms set forth in the Client Addendum in accordance with the pricing terms applicable to the services selected by Client and provided by PBM on an exclusive basis. (o) Survival of Terms. The provisions of Sections 6 through 11, as well as any other provisions required by the parties to exercise their post termination rights hereunder,shall survive the termination or expiration of this Agreement. (p) Entire Agreement. This Agreement, any Exhibits, attachments, and any documents incorporated by reference constitute the entire agreement of the parties regarding the subject matter hereof. It supersedes any prior agreements, negotiations or representations, either oral or written, relating to the subject matter of this Agreement. This Agreement may be modified only by a writing executed by both parties. (q) Compliance with Laws. PBM and EHPC shall take all actions necessary and appropriate to assure that they comply with the applicable federal, state and local laws and regulations, including, without limitation, the Anti-Kickback Statute, the Public Contracts Anti-Kickback Act, the Stark Law and the laws and regulations relating to disclosure or notification of plan benefits or the terms of Rebates administration under the Client Addendum(Exhibit H)to Client. EHPC represents and warrants that: (i)in connection with this Agreement it is acting as a group purchasing organization on behalf of the respective Clients and shall satisfy and comply with the applicable requirements of 42 C.F.R. 1001.952(j); (ii) each Client is responsible, directly or indirectly,for the provision of health care benefits, including pharmaceutical benefits,and (iii)none of the Clients is wholly-owned by EHPC or a subsidiary of a parent company which wholly owns EHPC. EHPC must disclose in writing to each Client at least annually,the amount received from PBM with respect to purchases made by or on behalf of Clients. (r) EHPC Administrative Fee. PBM shall pay EHPC for contract and administrative services provided by EHPC as a group purchasing organization a monthly fee as follows: (i)$2.75 per Net Paid Claim for Clients that qualify for Tier 1 pricing effective January 1, 2021 or later; (ii) $1.50 per Net Paid Claim for Clients that qualify for Tier 2 pricing effective January 1,2021 or later;(iii)$1.00 per Net Paid Claim for Clients that qualify for Tier 3 pricing effective January 1,2021 or later;and(iv)$0.60 per Net Paid Claim for Clients that qualify for Tier 4 pricing effective January 1,2021 or later. The parties acknowledge and agree that the monthly fee is an aggregate measurement of all the retail and mail Claims from a particular calendar month. Such fees shall be paid within thirty(30)days of the end of each month and reconciled annually. The parties acknowledge that this fee is paid to EHPC in accordance with the provisions of 42 USC Sec. 1320a-7(b)(3)(C). [Signatures on following page.] Employers Health Purchasing Corp.(EHPC) 2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 14 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION [EXHIBIT \ PAGE ►y OF 5s uo u Ign tnvelope Iu:tiN/2bUC:-1=11-/13-41—S-tfb/y-283:3AzttStaati Accepted By: Accepted By: EMPLOYERS HEALTH PURCHASING CORP. Oe -5o117Signed6y- aresav o ninAuthorized Signature Aumzea�gnaire Jeff Grosklags ' 'IAv r.2a [ CZ•;?7*; ,C.. . . Printed Name Printed Name J •� f CFO .SeaC; V io:4 i'eSt�1f `f" 70N V\`�ti�C�� I'-V Title { �1 Title 12/18/2020 I z f t s-J! cs Date Date Employers Health Purchasing Corp.(EHPC)_202I Client Services Agreement v3 JB.rt_12.14.20 Page 15 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT A PAGE 15 ®FSS Docusign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT A BUSINESS ASSOCIATE AGREEMENT To the extent that Covered Entity discloses Protected Health Information to Business Associate in connection with services or products provided to Covered Entity,or as otherwise required or allowed by the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, codified at 42 U.S.C. §1320d through d-9, as amended, ("HIPAA"),and only to the extent required by law,Covered Entity and Business Associate agree to the following terms and conditions,which are intended to comply with HIPAA,the Health Information Technology for Economic and Clinical Health Act("HITECH Act")and their implementing regulations: 1. General Definitions. (a) The term"Business Associate"shall generally have the same meaning as the term"business associate"at 45 CFR 160.103,and in reference to the party to this Exhibit,shall mean OptumRx PBM of Illinois,Inc. (b) The term "Covered Entity" shall generally have the same meaning as the term"covered entity" at 45 CFR 160.103,and for purposes of this Exhibit a Covered Entity shall mean a Client of Employers Health Purchasing Corporation. (c) The term"HIPAA Rules"shall mean the applicable Privacy,Security,Breach Notification and Enforcement Rules set forth at 45 CFR Part 160 and 164. (d) The term"Service Agreement"shall refer to the Coalition Agreement between Employers Health Purchasing Corporation and Business Associate dated January 1,2017, as well as the current Client Addendum entered into between Business Associate and Covered Entity. (e) The term"subcontractor"shall have the same meaning as the term"subcontractor"at 45 CFR 160.103. (f) The following terms used in this BA Agreement shall have the same meaning as ascribed in the applicable HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information (to the extent such Protected Health Information is received, used, disclosed,'accessed, transmitted or maintained by Business Associate), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information,and Use. Other terms shall have the definitions set forth in this BA Agreement. 2. Obligations of Business Associate Regarding the Use or Disclosure of PHI. (a) Business Associate agrees not to Use or Disclose Protected Health Information other than as permitted or required by this BA Agreement,as Required By Law or as contemplated by the Service Agreement.Business Associate agrees to the same restrictions and conditions that apply to Covered Entity with respect to the Use or Disclosure of such information. (b) Business Associate agrees to use appropriate safeguards, including compliance with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information in order to prevent the unauthorized Use or Disclosure of the Protected Health Information. In addition,Business Associate will implement the necessary administrative,physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic Protected Health Information that it creates,receives,maintains or transmits on behalf of Covered Entity as required by HIPAA. (c) Business Associate will report any Use or Disclosure of Protected Health Information not provided for by this BA Agreement, including Breaches of Unsecured Protected Health Information as required by 45 CFR §164.410,and any Security Incident of which it becomes aware to Covered Entity's Privacy Office within ten (10)business days of Business Associate's actual discovery or reasonable knowledge thereof. For reports of incidents constituting a Breach, the report shall include, to the extent available, the identification of each individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been,accessed,acquired,or Disclosed during such Breach. Security Incidents that do not Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 16 of 151 Document#00621754.0 OPTUMRx-C n T n T m vn nnv TT7 T n n r�TrnRMATION EXHIBIT Pc PAGE_ Ito OF 55 Docu5ign Envelope ID:B797250G-BF78-4F68-8679-2833A2EBE9A6 result in any unauthorized access, use, disclosure,modification, destruction of information or interference with system operations will be reported in the aggregate in a manner and frequency mutually acceptable to the parties. (d) To the extent applicable, Business Associate will ensure that any agent and/or subcontractor creating, receiving,maintaining and/or transmitting Protected Health Information on behalf of Covered Entity agree to the same restrictions and conditions that apply within this BA Agreement to Business Associate with respect to such information. (e) To the extent Business Associate maintains Protected Health Information in a Designated Record Set, and only to the extent required by HIPAA, Business Associate will provide access, at the request of Covered Entity,to Protected Health Information in a Designated Record Set,to Covered Entity in order to meet the requirements under 45 CFR§164.524. (f) Upon written request,Business Associate will make any amendment(s)to Protected Health Information in its possession contained in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR§164.526. (g) Business Associate will make internal practices, books, and records relating to the Use and Disclosure of Protected Health Information received from Covered Entity,or created or received by Business Associate on behalf of Covered Entity, available to the Secretary, in a time and manner designated the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Rules. (h) Business Associate will document any Disclosures of Protected Health Information in its possession in order to enable Covered Entity to respond to a request by an Individual for an accounting of Disclosures of Protected Health Information in accordance with 45 CFR§164.528. (i) Business Associate will mitigate,to the extent practicable,any harmful effect that is known or attributed to Business Associate's Use or Disclosure of Protected Health information in violation of this BA Agreement. (j) Business Associate acknowledges and agrees that in no event shall this BA Agreement be construed or interpreted as granting title or any ownership right to any Protected Health Information provided hereunder or any de-identified information created or derived therefrom. (k) To the extent Business Associate agrees to perform one or more of a covered entity's obligations under Subpart E of 45 CFR Part 164 of the HIPAA Rules,Business Associate will comply with the requirements of Subpart E that apply to covered entity in the performance of such obligation(s). 3. Permitted Uses and Disclosures of Protected Health Information by Business Associate. (a) Business Associate may only Use or Disclose Protected Health Information as necessary to perform the services set forth in the Service Agreement and as permitted by this BA Agreement;provided such Use or Disclosure would not violate the HIPAA Rules if performed by Covered Entity. (b) Business Associate may also Use or Disclose Protected Health Information as Required By Law. (c) Business Associate agrees to make uses,disclosures and requests for Protected Health Information consistent with the requirements in the HIPAA Rules regarding Minimum Necessary uses and disclosures. (d) Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity. (e) Business Associate will not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity,except for the specific uses and disclosures set forth herein. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 17 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION • XHIBIT f1 AkE'.`"'ri-OPS'S:.: I3ocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 (f) Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that the disclosures are Required By Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required By Law or for the purposes for which it was disclosed to the person,and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 4. Indemnification. Business Associate agrees to indemnify, insure, defend and hold harmless Covered Entity and Covered Entity's employees,directors,officers,subcontractors,agents,or members of its workforce,each of the foregoing hereinafter referred to as an"indemnified party", against all actual and direct losses suffered by the indemnified party and all liability to third parties arising from or in connection with any breach of this BA Agreement or of any warranty hereunder or from any negligence,wrongful acts,or omissions,including the failure to perform its obligations under HIPAA, as well as the additional obligations under the HITECH Act, by Business Associate or its employees, directors,officers,subcontractors,agents,or members of its workforce. This includes,but is not limited to,expenses associated with notification to individuals and/or the media in the event of a breach of Protected Health Information held by Business Associate. Accordingly, on demand,Business Associate shall reimburse any indemnified party for any and all actual and direct losses, liabilities, lost profits, fines, penalties, costs or expenses (including reasonable attorneys'fees)which may for any reason be imposed upon any indemnified party by reason of any suit, claim, action, proceeding or demand by any third party which results from the indemnifying parry's breach hereunder. The provisions of this paragraph shall survive the expiration or termination of this BA Agreement for any reason. 5. Interpretation and Amendment of this Agreement. Any regulatory reference in this BA Agreement to a section of the HIPAA Rules means the section as in effect or as amended. Any ambiguity or inconsistency in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. This BA Agreement supersedes any and all prior representations, understandings, or agreements, written or oral, related to the HITECH Act and HIPAA Rules, including conflicting provisions of the Service Agreement. The Parties hereto agree to negotiate in good faith to amend this BA Agreement from time to time as is necessary for compliance with the requirements of HIPAA or any other applicable law and for Business Associate to provide services to Covered Entity. However, no change, amendment, or modification of this BA Agreement shall be valid unless it is set forth in writing and signed by both parties. In the event provisions of this BA Agreement are different than those set forth in the HIPAA Rules, but are nonetheless permitted by the HIPAA Rules, the provisions of this BA Agreement shall control. Any ambiguity in this BA Agreement shall be interpreted to permit the Parties to comply with the HIPAA Rules. 6. No Third Party Rights. The terms and conditions of this BA Agreement are intended for the sole benefit of Covered Entity and Business Associate and do not create any third party rights. The Parties agree that they are independent contractors and not agents of each other. 7. Survival and Termination. (a) Survival Notwithstanding any provision to the contrary,Business Associate's obligations under this BA Agreement shall survive the termination of the Service Agreement and shall end when all of the Protected Health Information provided by Covered Entity to Business Associate,or created or received by Business Associate on behalf of Covered Entity,is destroyed or returned to Covered Entity. If it is infeasible to return or destroy Protected Health Information,all protections and safeguards are extended to such information,in accordance with the termination provisions in this Section. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_flirt_12.14.20 Page 18 of 151 Document#00621754.0 OPTUMRx-C .AIBIDENTI .AIII4D-PROP-RIETAPY INFORMATION EXHIBIT A PAGE 12 OF SS DocuSign Envelope ID:B797250GBF7B-4F68-8679-2833A2EBE9A6 (b) Termination for Cause Upon Covered Entity's knowledge of a material breach by Business Associate,Covered Entity shall provide written notice to Business Associate and may terminate this BA Agreement and any underlying agreement with Business Associate upon written notice to Business Associate. (c) Effect of Termination 1. Except as provided in paragraph 8(c)(2)below,upon termination of this BA Agreement,for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. 2. In the event that Business Associate reasonably determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible,and,if Covered Entity determines that return or destruction is infeasible, Business Associate shall extend the appropriate applicable safeguards and protections set forth in this Agreement and in Subpart C of 45 CFR Part 164 to such Protected Health Information and limit further Uses and Disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate retains such Protected Health Information. If it is infeasible for Business Associate to obtain, from a subcontractor or agent, any Protected Health Information in the possession of the subcontractor or agent, Business Associate must provide a written explanation to Covered Entity and require the subcontractors and/or agents to agree in writing to extend any and all protections,limitations and restrictions contained in this BA Agreement to the subcontractors' and/or agents' Use and/or Disclosure of any Protected Health Information retained after the termination of this Agreement, and to limit any further Uses and/or Disclosures to the purposes that make the return or destruction of the Protected Health Information infeasible. 8. Notices. In addition to the notice provision set forth in the Service Agreement, any notice required or permitted by this BA Agreement to be given or delivered shall be in writing and shall be deemed given or delivered if delivered in person, by electronic mail, or sent by courier or expedited delivery service,or sent by registered or certified mail,postage prepaid,return receipt requested,or sent by facsimile(if confirmed),to the Privacy Office address set forth below. Each party may change its address for purposes of this BA Agreement by written notice to the other party. Business Associate Privacy Office: 1600 McConnor Parkway, Schaumburg,IL 60173 Facsimile: (224)231-1921 Email:privacy@optum.com Attn:Privacy Officer For Clients,the notice information contained in the Client Addendum shall apply,unless otherwise specified on the Client Addendum. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 19 of 151 Document#00621754.0 OPTUMR -C'ONF7nENTIAr AND PPOPRTRTARY FORMATION EXHIBIT ,k PAGE 11 OFS'S DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT B STANDARD PBM PRODUCTS AND SERVICES A. Standard Services included in Base Fee:PBM shall provide the following standard services(as more fully described in this Coalition Agreement)to Client consistent with Client's current Plan Design Document.Such services are included in the Base Fee set forth in Exhibit C. 1. Claims Processing Services a. Eligibility Management b. Eligibility Verification c. On-line Electronic Claims Processing/Administration d. Data Retention—39 months Operational On-line Data e. File Transfer—PBM Format—Batch File f. Claims extracts to third party vendors(PBM standard format) 2. National Pharmacy Network Services a. Administration of the National Pharmacy Network b. Pharmacy Help Desk 3. Pharmaceutical Rebates Services (PBM Standard Formularies only) a. Management and Administration of Pharmaceutical Rebates Program 4. Clinical Services a. Concurrent Drug Utilization Review(DUR) 5. ePrescribing and PreCheck MyScript 6. Plan Design Administration a. Plan Design Development,Setup and Administration 7. Client&Services for Covered Individuals a. Services Help Desk for Covered Individuals b. Administrative overrides to plan benefit(Additional charge will apply for specialty pharmacy when BriovaRx is not the exclusive specialty provider.) c. Account Management d. Implementation Support e. Standard Reporting Package 8. ID Cards Production&Mailing a. Standard Communications to Covered Individuals, e.g.,Welcome Letter with ID Cards (initial mailing at time of program activation included,fees for subsequent mailings on Exhibit C) b. Standard Replacement Card Carrier(fees for mailings on Exhibit C) 9. Online Client Access to Eligibility for Covered Individuals a. Verifying,Entering or updating eligibility for Covered Individuals b. Viewing Claims history for Covered Individuals 10. Online Standard Reporting(for up to 5 users at no additional charge) 11. Online Website Access by Covered Individuals a. Web site for access to general and plan-specific information by Covered Individuals 12. Mail Service and Specialty Pharmacy a. Postage included(additional charges may apply for express shipments) 13. EHPC Retail Pharmacy Direct Price Implementation and Support a. Implementation of custom price lists or discount rates provided by Direct Price Pharmacies(applicable only to Clients with on-site pharmacies). b. Periodic updates to the price lists as provided by Direct Price Pharmacies at a frequency designated by EHPC. c. Off cycle updates to price lists as needed when price list errors are discovered. d. Update or amend Pharmacy Provider Agreements if required by Direct Price Pharmacies Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 20 of 151 Document#00621754.0 OPTUMRx- FORMATION EXHIBIT . ACe°`: 5 ';:. DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT C CLAIMS ADMINISTRATION AND OTHER FEES Each Client shall elect one pricing option set forth in Exhibit C as specified in the Client's executed Client Addendum. Should Client elect Traditional Pricing, the pricing options set forth in Exhibit C-1 shall apply. Should Client elect Pass- Through Pricing,the pricing options set forth in Exhibit C-2 shall apply. Upon mutual agreement by Coalition and PBM, a Client may be eligible for Client specific pricing. In no event may Client elect both Pass-Through Pricing and Traditional Pricing or otherwise elect more than one pricing exhibit to this Exhibit C. A. Credits and Allowances. 1. One-Time Implementation Credit. PBM shall provide Client with a one-time implementation credit of up to$7.00 per Covered Individual to cover expenses associated with the transition of services to PBM. This credit may be used by the Client to offset invoiced expenses incurred due to the implementation related to the Client's transition from its previous pharmacy benefit manager to PBM. Additionally,this credit may be used by PBM's existing clients transitioning to services under this Agreement. Client shall be responsible for all other transition expenses in excess of the implementation credit herein provided to Client. Eligible expenses shall include any printing or postage related to special communications required for the transition,customized ID cards,customized programming or,upon mutual agreement, third-party transitional consulting expenses. The implementation allowance must be utilized no later than six(6)months after the Activation Date. Client will be required to submit documentation to support the expenses it may seek reimbursement. The parties acknowledge that the implementation credit provided by PBM for which implementation services represent fair market value. If Client terminates this Agreement for any reason other than breach by PBM before the end of the Initial Term,Client shall refund to PBM within thirty(30)days after the effective date of such termination a pro-rated allowance of such Implementation Credit,which shall be based on the number of months the Agreement was in effect divided by the total number of months of such Client's Initial Term. It is the intention of the parties that,for the purposes of the Federal Anti-Kickback Statute, this implementation credit shall constitute and shall be treated as a discount against the price of drugs within the meaning of 42 U.S.C. 1320a—7b(b)(3)(A). 2. Pharmacy Management Allowance.PBM shall provide Client with a Pharmacy Management Allowance(PMA)credit of up to$4.00 per Covered Individual annually,which must be submitted and utilized within the applicable year and will not carry over to the following year. This PMA credit is to be used by Client to offset the cost of actions intended to maximize the value of the pharmacy program.Funds may be used for items including,but not restricted to,programming for customization, design and implementation of clinical or other programs, communications, documented expenses related to staff education and industry conference attendance,auditing,data integration and analytics,consulting fees, and engagement of relevant vendors that impact the pharmacy program strategy and results. Client will be required to submit documentation to support the expenses for which it seeks reimbursement.The parties acknowledge that the credit provided by PBM for such services represent fair market value. If Client terminates this Client Addendum in breach before the end of the Initial Term,Client shall refund to PBM within 30 days after the effective date of such termination the full PMA credit applicable to the year of termination.In the event of a termination by Coalition prior to the expiration of the Initial Term,Client will reimburse the Implementation Credit paid to Client by PBM,prorated monthly over the first three years of the initial contract term. It is the intention of the parties that,for the purposes of the Federal Anti- Kickback Statute,this PMA credit shall constitute and shall be treated as a discount against the price of drugs within the meaning of 42 U.S.C. 1320a-7b(b)(3)(A). B. Additional Services. Certain services as indicated below are not included in the standard Administrative Fee and are available for an additional charge. This is not an inclusive list. PBM may charge for any products or services not specifically represented herein. Please refer to the most recent Clinical Documentation Form for a list of the clinical services. General Ancillary Services Paper Claims $2.50 per processed claim plus the Administrative Fee Direct Member Reimbursement(DMR) $2.50 per processed paper claim plus the Administrative Fee Ad-hoc Reporting $150 per hour,with a minimum of$500 Manual Eligibility Maintenance $0.50 per record ID cards-Subsequent mailings,replacements,or additional $2.00 per ID card plus postage,shipping and handling Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 21 of 151 Document#00621754.0 OPTUMRx-C L, A Nil PR(lPR TPTAR Y INF RMATION EXHIBIT pt PAGE 2t GF SS DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 Explanation of Benefits(EOB) $2.00 per EOB plus postage,shipping&handling Custom Mailings Production plus postage,shipping and handling Retail Pharmacy Audit Administration No Administrative or retention fees. Client Website Additional Users Five Included,$400 per year per additional user Integrated Accumulator-Near Real Time Method $0.15 PMPM Health Care Advisor Program $0.70 PMPM or Client Specific Quote Standard Single Sign-On $25,000 Initial Set Up Fee PreCheck My Script ePrescribing Included Variable Copay Program $0.15 PMPM RxTRACK License Fee $500 per seat annual fee RDS Support Services $1.25 PMPM Gold Level Open Enrollment Support Included <50K Lives • Open Enrollment Links(ex.Drug pricing,pharmacy locator,formulary lookup). • • Open Enrollment Call Center Support(provided all benefit design documents are signed 60 days prior to go-live). Platinum Level Open Enrollment Support Included 50-149K Lives • Full Open Enrollment Site (ex. Drug pricing, pharmacy locator,formulary lookup). • Open Enrollment Call Center Support(provided all benefit design documents are signed 60 days prior to go-live). C. Pricing Conditions. The pricing conditions set forth below in this Exhibit C, Section C are applicable to each pricing option set forth in the applicable Attachment to Exhibit C. 1. General a. All fmancial guarantees and Administrative Fee charges apply only to Paid Claims. b. Covered Individuals will pay the lower of the following: (1) Covered Individual Cost Share, (2)the pharmacy's Usual and Customary charge for the product, (3) discounted Ingredient Cost plus Dispensing Fee,or(4)MAC price plus Dispensing Fee. c. Client will reimburse PBM the lower of the following: (1) The difference between discounted Ingredient Cost and Covered Individual Cost Share plus Dispensing Fee,(2)the pharmacy's Usual and Customary charge for the product less Covered Individual Cost Share, or (3) MAC price plus Dispensing Fee less Covered Individual Cost Share. d. All Covered Drugs dispensed from PBM's mail order pharmacy,unless otherwise excluded herein,are included in the Mail Order AWP Effective Rate,Dispensing Fee and Rebates guarantees regardless of the days supply. PBM will utilize the same MAC list at Mail and Retail. e. The discounts and dispensing fees set forth herein shall be measured annually.Each line-item discount category is individually guaranteed and shall be measured solely with respect to the charges applicable to that category;excess discounts in one line-item category cannot be credited to another category for purposes of satisfying the guarantee applicable to the other category. In the event that PBM fails to meet any Pricing Category guarantee,PBM shall pay EHPC the shortfall within ninety (90) days of the end of the Contract Year,and provide sufficient reporting detail to support such payment. f. The AWP Effective Rate shall be calculated in accordance with the definitions contained in Exhibit D. g. The Dispensing Fees set forth in in the applicable Exhibit C represent the Dispensing Fee Average and shall be guaranteed in accordance with the definition for Dispensing Fee Guarantee contained in Exhibit D. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 22 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT A DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 h. Compounds, 340B claims, Indian Health Services and/or Tribal claims, Direct Member Reimbursement Claims, Secondary Payer Claims/COB Claims, Military Treatments Facility (i.e., Veterans Administration,Department of Defense)Claims,Coordination of Benefit Claims,Long Term Care claims,Home Infusion claims,vaccines, in-house pharmacies(if applicable)Fraudulent Claims and claims filled outside the OptumRx Network will be excluded from the guarantees.Specialty claims will also be excluded from retail/mail guarantee. i. Notwithstanding anything in this Agreement to the contrary,the financial guarantees set forth herein apply only if Client has received PBM's services for a full Contract Year. Furthermore, if this Agreement is terminated prior to the end of a given Contract Year,then OptumRx is not required to meet the financial guarantees set forth above. j. The effective overall generic discount rate is the only generic rate guaranteed for purposes of retail and mail service pharmacy rates. 2. Pass-Through Pricing Model a. Client shall pay the actual retail pharmacy rates paid by PBM for prescriptions electronically processed and dispensed to a Covered Individual through PBM's retail pharmacy network,which represents the average net effective rate for the overall network as set forth in Pass-Through Pricing Model in Exhibit C-26, and any additional pricing exhibits that may include Pass-Through Pricing. Experience for specific network pharmacies may differ. 3. Traditional Pricing Model a. Client shall pay the fixed retail pharmacy rates as set forth in Traditional Pricing Model in Exhibit C- 1 and any additional pricing exhibits that may include Traditional Pricing. 4. Client Specific Pricing a. As permitted in Section 4(k)of the Agreement Client specific pricing may apply as provided in the applicable Client Addendum. 5. Rebates a. Rebates Guarantees may not be decreased due to known Brand Drug patent expirations, OTC introductions of Brand Drugs,changes in contract terms between PBM and drug manufacturers,or due to PBM formulary changes for the term of the Agreement. Rebate Guarantees may be adjusted in proportion to the impact of unexpected releases of Generic Drugs to market or the withdrawal or recall of existing Brand Drugs. b. Guaranteed Rebate per claim amounts are calculated based upon a thirty (30) day supply for participating pharmacy Claims, including all specialty claims, and a ninety (90)day supply for non- specialty mail order pharmacy Claims. Rebate Guarantees will not be adjusted based on the actual days' supply. c. Tier 1 and Tier 2 Clients shall be entitled to receive the fixed rebate dollar guarantees as set forth in the applicable Attachment to Exhibit C. Tier 3 and Tier 4 Clients shall be entitled to the greater of:(1) the guaranteed minimum per claim Rebate amount set forth in the applicable Attachment to Exhibit C, as applicable,or(2) 100%of the Rebates that PBM receives as defined within the Agreement. d. Effective date of any changes to Rebate arrangements after the Effective Date shall be at the beginning of a calendar quarter following the Activation Date of the Client Addendum. Notwithstanding the foregoing,the Parties agree that changes to Rebate commitments in connection with Market Check pricing updates shall be effective at the same time as the effective date of all other Market Check pricing elements. e. For Rebates,PBM negotiates Rebates based on market share over its aggregate book of business and not on behalf of any client. Rebates shall be based upon Net Paid Brand Claims submitted on behalf of Client,allocable to Client. PBM is at risk for reconciling to the Client to the guarantee per Net Paid Rebate claim amount(with Client's 100% compliance with the utilized formulary). If Client makes Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt 12.14.20 Page 23 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT A PA E 2.3-0ES'S DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 any change to its formulary,not initiated by PBM,changes the Benefit Plan including but not limited to, changes in high deductible plan, changes in copay design that create less than 10% or$10 in tier differential between preferred and non-preferred brand medications, or adopts any formulary or utilization management program other than one of the options offered by PBM under its formulary or utilization management programs,PBM may adjust the Rebate guarantees in this Agreement,effective the date of the change. The amount secured by PBM from various manufacturers or payment to pharmacies may vary above or below in aggregate from the reference guarantee amounts. f. Rebate Claims exclude ineligible claims, which are claims deemed ineligible by pharmaceutical manufacturers,such as claims where the plan is not the primary payer;vaccines; limited distribution drugs; Claims approved by formulary exception; house generic Claims (DAW5); devices; diabetic supplies; over the counter products; Claims for Authorized Brand Alternatives; Claims from 340B, long term care,or federal government pharmacies;or consumer card or discount card program Claims. PBM may withhold Rebates until a Client Addendum is signed. g. Rebates shall be guaranteed in the aggregate across all channels.Offsetting from one channel to another may be allowed in order to meet the aggregate client level rebate guarantees. h. The two-tier rebate guarantees set forth on the applicable Attachment to Exhibit C, apply to all qualified two-tier plan designs and compliance with PBM's applicable Formulary,including required utilization management programs as applicable, as updated from time to time. The three-tier rebate guarantees set forth on the applicable Attachment to Exhibit C apply to a qualified three tier plan design with a minimum of$10 difference in copayment,or 10%difference in coinsurance,between preferred and non-preferred drugs and the Client's 100% compliance with PBM's applicable Formulary, including required utilization management programs as applicable,as updated from time to time. i. The rebate guarantees set forth on the applicable Attachment to Exhibit C, apply to all qualified plan designs and compliance, without deviation, with PBM's applicable Formulary and Formulary Exclusions as well as any changes PBM makes to its Formulary and Formulary exclusions. Additionally,the following conditions are applicable to the specific Formulary listed: i. Premium Rebates: Require client's adoption, without deviation, of OptumRx's Premium formulary and formulary exclusions,as well as any changes OptumRx makes to its formulary and formulary exclusions;and implementation of the step therapies required by OptumRx. ii. Select Focused+Focus or Comprehensive UM Rebates(Non-Incentivized or Incentivized): Require client's adoption,without deviation,of OptumRx's Formulary,as well as any changes OptumRx makes to its Formulary; and implementation of at least one of OptumRx's Focus step therapy programs and implementation of required utilization management programs as applicable,as updated from time to time. iii. Select Base (Incentivized) Rebates: Require Client's adoption, without deviation, of OptumRx's Select Formulary,as well as any changes OptumRx makes to its Formulary;and a minimum of $10 difference in copayment, or 10% difference in coinsurance between preferred and non-preferred Brand Drugs. iv. Non-Incentivized Rebates: Requires client's adoption, without deviation, of OptumRx's Formulary as well as any changes OptumRx makes to its Formulary. j. Payment and Reconciliation of Rebates. On behalf of and at the direction of Client,PBM will remit to Coalition all Rebate minimum guarantees for Claims adjudicated in a calendar quarter within ninety (90)days of the close of such calendar quarter. Subject to Section 4,Client Responsibilities,PBM will pay such Rebate minimum guarantees at the Client level. k. ("Rebate Over Performance")shall mean the amount by which the total Rebates received by PBM for EHPC exceeds the payment of Rebate minimum guarantees for Client's in Tier 3 or higher. On behalf of and at the direction of Participating Group, PBM will disburse to EHPC such Rebate Over Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 24 of 151 Document#00621754.0 OPTUMRx- ORMATION EXHIBIT PAGE oq OF S� DocuSign Envelope ID:I379725OC-BF7B-4F68-8679-2833A2EBE9A6 Performance, if any, within 180 days after the end of each Contract Year. Any Rebate Over Performance will be reconciled and paid in the aggregate across all Clients in Tiers 3 or higher. Any Rebate Over Performance will be distributed equitably by EHPC across all Clients where Rebates collected were in excess of the Client's Rebate minimum guarantee payment. 6. Specialty Drugs a. The specialty pricing is subject to PBM acting as the exclusive specialty pharmacy provider to Client. Under an exclusive arrangement, grace fills at retail will not be allowed. If PBM is no longer the exclusive specialty pharmacy provider,nonexclusive rates shall apply.The provided specialty drug list may be modified from time to time to include for pricing and/or exclude drugs in a disease state. b. PBM may update the Specialty Drugs on the Specialty Pricing Schedule. PBM will provide Client quarterly notifications regarding such updates (each a"Specialty Drug Update") upon request from Client. Any new Specialty Drug (each a "New Specialty Drug") will be dispensed at the Default Specialty Drug Rate. The rates included on the Specialty Pricing Schedule do not include ancillary charges such as nursing and per diems(e.g.pumps,supplies,etc.)which may apply to certain infused Specialty Drugs. c. Unless notified otherwise by PBM,the following Default Specialty Drug Rate will apply for Specialty Drugs. d. The Default Specialty Drug Rate for New Specialty Drugs that fall into an existing therapeutic class as reflected in the Pricing Source / Specialty List shall be the lowest AWP discount within the therapeutic class. For example, if discounts of AWP-10% and AWP-12% exist within the same therapeutic class,new products would be priced at AWP-10%. e. Any existing products or newly FDA-approved products that do not fall into an existing therapeutic class will be billed and reimbursed at a Default Specialty Drug Rate of 17.5%. f. Notwithstanding anything to the contrary,from the date Client requests a Specialty Drug which is not set forth in the fee schedule or included in an existing therapeutic class, PBM reserves the right to adjust the pricing upon sixty(60)days written notice. g. The Specialty Rebate Guarantee only applies to Claims filled at OptumRx's specialty pharmacies.Any drugs designated as Specialty Drugs filled outside of Upturn Rx's specialty phannacies will reconcile against the appropriate retail guarantee. h. The rates for Specialty Drugs may vary if filled by a pharmacy other than a specialty pharmacy owned or affiliated with PBM. i. MAC: Certain dosage forms and strengths may not be included on the PBM MAC list. These products will price at the Default Specialty Drug Rate. 7. Mail Service Pharmacy a. A minimum charge of$7.99 shall apply for mail service orders. PBM's base maximum accounts receivable amount for mail order is$100. PBM will continue to process mail order prescriptions for Members provided that their accounts receivable Cost Share balance does not exceed$100. 8. Pricing Assumptions a. PBM reserves the right to modify or amend the financial provisions of this Agreement upon prior notice to Client in the event of(a) any government imposed change in federal, state or local laws or interpretation thereof or industry wide change that would make PBM's performance of its duties hereunder materially more burdensome or expensive,including changes made to the AWP benchmark or methodology;(b)a change in the scope of services to be performed under this document upon which the financial provisions included in this document are based,including a change in the plan design that impacts pricing terms or basis on which pricing was determined and the exclusion of a service line(i.e. retail, mail, specialty) from Client's service selection; (c) a reduction of greater than twenty percent Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt 12.14.20 Page 25 of 151 Document#00621754.0 OPTUMRx-l;Q TIWJ i T A S' ORMATION EXHIBIT A PAGE as OF5 ©ocoSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 (20%)in the total number of members from the number provided to PBM during pricing negotiations upon which the financial provisions included in this document are based;(d)unexpected movement of a branded product to off-patent or where there are generic or over-the-counter substitutes available;or (e) implementation or addition of one hundred percent(100%)Member paid plans; or(t)PBM is no longer the exclusive specialty pharmacy provider; or (g) any substantive change in Client's custom formulary,which may impact Rebates from Covered Manufacturers. 9. Other Remuneration a. PBM compensation for its services shall be the Claims Administration Fees set forth above and a fee in an amount agreed to by the parties for any additional services authorized by Client. In addition, PBM may,from time to time,receive reimbursement from pharmacies for its costs in connection with transmitting Claims and discounts on its own behalf from wholesalers and manufacturers as a purchaser of pharmaceutical products for its mail service and specialty pharmacies. All other amounts received by PBM shall be disclosed and forwarded to Client,except as otherwise described herein. D. Generic Dispense Rate Guarantee ):.h i'^�,�.���a�` � �7�.r ��. ° t T+rd ��r ,� r,:� ��F 1'�re: �.+'� W*�` -� F :.!�kia*?'^"a ,� i v• } "�� ��� �-�a 1 ; 1�. §��'1:��,� rs, qi C. ., =if ; 1 ,a �,,,�.)�. ` ' ;. G VI C .�: _ }ate :Aria a�. r T Es t, � ,,� ,,T. ,..,, :-,«�� :,=:.ter.-uaat�#�ua� w.:�_a F'4t . :: :,,?.�.. , ,�.,,.,... Retail Home Delivery" Year 1 ( Beginning January 1, 2020) 83.80% 80.30% Year 2 ( Beginning January 1, 2021) 83.90% 80.40% Year 3 ( Beginning January 1, 2022) 84.00% 80.40% Generic Dispense Rate(GDR)means, for any full contract year,the number of Generic Drug prescriptions(including OTC prescriptions)divided by the total number of all prescriptions for such contract year(excluding any Specialty Drugs filled in any channel). To be eligible for the GDR Guarantee,the Client must:(a)maintain an average copayment differential between Tier 1 and Tier 2 of$15 or more within each Plan Design; (b) adopt OptumRx's formulary; (c) implement"Dispense as Written"penalties for DAW 2 claims for the majority of Members;and(d)implement all OptumRx recommended Clinical Programs (for example,prior authorization,step therapy). The penalty for a missed GDR Guarantee will be calculated by taking the total number of prescriptions multiplied by the percentage the GDR was missed by multiplied by the difference between the average cost for a brand drug and the average cost for a generic drug during the measurement period.Penalties will be calculated within 90 days of the close of the full contract year. Brand cost is defined as: (Brand Drug ingredient cost+Brand Drug dispensing fee-Brand Drug copay-Brand Drug Rebate) Generic cost is defined as: Generic Drug ingredient cost+Generic Drug dispensing fee-Generic Drug copay-Generic Drug Rebate,if applicable) Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 26 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION IfXHIBIT A PAGE au OFS5 .' DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 Price Guarantee Reconciliation* , Rebate Retail Guarantee Mail Guarantee Specialty Guarantee Guarantee Per Brand Claim Type Brand Generic Brand Generic Brand Generic RX Single Source Generics Excluded Included Excluded Included Excluded Included Excluded Multisource Included if generics Excluded Included Excluded Included Excluded Included Brand Drug Drugs filled at DAW 3,4,5,6,9 (multi-source brand drugs Included moved to a (except for generic) Excluded Included Excluded Included Excluded Included DAWS) Claims with patent Included Included Included Included Included Included litigation if Brand if Generic if Brand if Generic if Brand if Generic Included if issues Drug Drug Drug Drug Drug Drug Brand Drug Drugs in Included Included Included Included Included Included limited if Brand if Generic if Brand if Generic if Brand if Generic Included if supply Drug Drug Drug Drug Drug Drug Brand Drug Single Source Brands Included Excluded Included Excluded Included Excluded Included Multisource Brands Included Excluded Included Excluded Included Excluded Included Included Included Included Included Included Included U&C Claims if Brand if Generic if Brand if Generic if Brand if Generic Included if Drug Drug Drug Drug Drug Drug Brand Drug Zero balance Included Included Included Included Included Included Claims if Brand if Generic if Brand if Generic if Brand if Generic Included if Drug Drug Drug Drug Drug Drug Brand Drug Compound Included if drugs Excluded Excluded Excluded Excluded Excluded Excluded Brand Drug Over-The- Included Included Included Included Included Included Counter if Brand if Generic if Brand if Generic if Brand if Generic medications Drug Drug Drug Drug Drug _ Drug Excluded *If a Claim falls into more than one category,the exclusion controls. EXHIBIT PAGE ;7 OF5c I Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 27 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 Rebate Retail Guarantee Mail Guarantee. Specialty Guarantee Guarantee Per Brand Claim Type Brand Generic Brand Generic Brand Generic RX Included in Specialty Rebate Specialty Excluded Excluded Excluded Excluded Included Included Guarantee Outlier Included if Claims* Excluded Excluded Excluded Excluded Excluded Excluded Brand Drug Claims Filled at Retail Chains with a Direct Contract in Included if place Excluded Excluded Excluded Excluded Excluded Excluded Brand Drug Secondary Claims Excluded Excluded Excluded Excluded Excluded Excluded Excluded VA/Health Centers (Military Treatment Facilities) Excluded Excluded Excluded Excluded Excluded Excluded Excluded Vaccines Excluded Excluded Excluded Excluded Excluded Excluded Excluded Claims approved by formulary exception Included Included Included Included Included Included Excluded Devices Included Included Included Included Included Included Excluded Diabetic supplies Included Included Included Included Included Included Excluded Claims from 340B,long term care,or federal government pharmacies Excluded Excluded Excluded Excluded Excluded Excluded Excluded Consumer card or discount card program Claims Excluded Excluded Excluded Excluded Excluded Excluded Excluded Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 28 of 151 Document#00621754.0 OPTUMRx.- ORMATION EXHIBIT Pc PAGE 07 OF ss nocuSign'Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 Limited Distribution Drugs Included Included Included Included Included Included Excluded Authorized Brand Alternatives Included Excluded Included Excluded Included Excluded Excluded *If a Claim falls into more than one category,the exclusion controls. EXHIBIT A PAGE 21.OF SS 1 Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 29 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT C-1 Traditional Model This Exhibit C-1, and its Attachments, are applicable to Clients with an Activation Date on or after January 1, 2021 who qualify for the related Tier pricing.Tier qualification shall be based on the previous 12 months annual drug spend. If a Client elects the Traditional Pricing Model,Client agrees to pay PBM for the services provided herein pursuant to the table set forth on the applicable attachment. The following Pricing Conditions are applicable to all Attachments to this Exhibit C-1. A. Pharmacy Network Assumptions. 1. Broad Network. Optum Rx's broad network includes all major national and regional chains, as well as Pharmacy Services Administrations Organizations(PSAO)and independent Pharmacy participants. Total pharmacy count>67,000 pharmacies. 2. Standard Select Network. The Standard Select Network provides access to more than 50,000 retail pharmacies. This network includes our anchor stores, either Walgreens or CVS, along with other major chains including HEB, Kroger, Albertsons/Safeway, Rite-Aid, Costco,Publix pharmacies as well as McKesson PSAO,AmeriSource PSO and other PSAOs and independent pharmacies.This network can be combined with either the WAG90 or CVS90 network depending on the anchor pharmacy selected by the Client. 3. Performance Network. The OptumRx Performance Network is an innovative option designed to promote, better health and higher care quality by engaging participating pharmacies to focus on outcomes. This innovative pay-for-performance approach offers financial incentives for pharmacy interactions that improve medication adherence and member satisfaction while reducing customer costs.It provides access to approximately 40,000 retail pharmacies. The Performance Network is anchored by CVS pharmacy and Walmart, supplemented by other regional chains, grocers and Pharmacy Services Administration Organizations(PSAOs)which include independent pharmacies. a. For the Performance Network,Members may only obtain retail 30 and retail 90 Prescription Drugs from a Network Pharmacy participating in the Performance Network. To maintain eligibility for the Performance Network,Client must be in EHPC Tier 3 or Tier 4 and is required to adopt and maintain participation in Optu:mRx's exclusive Specialty Pharmacy program with no grace fills. Network Pharmacies participating in the Performance Network are assessed a performance fee, with the full amount of the performance fee fully redistributed to participating Network Pharmacies at the end of each calendar year based on certain performance factors,including,but not limited to, medication adherence, net promoter score, and the availability of medication disposal methods. OptumRx provides Network Pharmacies participating in the Performance Network with certain reporting and administrative services in exchange for an administrative fee, which is retained by OptumRx. If Client selects the Performance Network,Client may not select Walgreens90 Saver Plus, Walgreens90 Saver, CVS90 Saver Plus, CVS90 Saver, Mail Service Saver Plus,Mail Service Saver,or Mail Service Member Select. 4. 50K Limited Network. The 50K Limited Network provides access to more than 50,000 retail pharmacies. This network includes our anchor stores,either Walgreens or CVS,along with other major chains including HEB, Kroger, Albertsons/Safeway, Rite-Aid, CostcoPublix pharmacies as well as McKesson PSAO, AmeriSource PSO and other PSAOs and independent pharmacies. This network can be combined with either the WAG90 or CVS90 network depending on the anchor pharmacy selected by the Client. 5. Retail 90 Pharmacy Network Options:A Client may only elect the Walgreens90 Pharmacy Network or the CVS 90 Pharmacy Network. If a Client elects either the Walgreens90 Pharmacy Network or the CVS 90 Pharmacy Network,such election will be in effect for the entire Term of the Client Addendum. a. Broad Retail 90 Pharmacy Network.Administrator's broad retail 90 network,which includes all major retail chains. b. Walgreens90 Pharmacy Network. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 30 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT A PAGE 7o OF SS ,' DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 (i) Walgreens90 Saver: For the Walgreens90 Saver Network, Members may only obtain retail 90 prescriptions at a Walgreens Pharmacy or Administrator's Mail Service Pharmacy,with the exception that up to two (2) retail 30 prescriptions may be filled at any Network Pharmacy ("Grace Fills").Participating Group Members shall be incentivized to use the Walgreens90 Saver Network through copay design,with the exception of Grace Fills. Participating Group Members shall pay 50% of the cost of any retail maintenance prescription filled outside of a Walgreens Pharmacy or Administrator's Mail Service Pharmacy,with the exception of Grace Fills.All pricing guarantees for this network are contingent upon Administrator's Mail Service Pharmacy acting as the exclusive mail provider. Maintenance status of a claim is defined by the Pricing Source maintenance indicator. (ii) Walgreens90 Saver Plus:For the Walgreens90 Saver Plus Network,Members may only obtain retail 90 prescriptions at a Walgreens Pharmacy or Administrator's Mail Service Pharmacy, with the exception that up to two(2)retail 30 prescriptions may be filled at any Network Pharmacy ("Grace Fills").Participating Group Members shall be incentivized to use the Walgreens90 Saver Plus Network through copay design, with the exception of Grace Fills. Participating Group Members shall pay 100% of the cost of any retail maintenance prescription filled outside of a Walgreens or Administrator's Mail Service Pharmacy, with the exception of Grace Fills. All pricing guarantees for this network are contingent upon Administrator's Mail Service Pharmacy acting as the exclusive mail provider. Maintenance status of a claim is defined by the Pricing Source maintenance indicator. c. CVS Retail 90 Pharmacy Network. (i) CVS90 Saver Plus:For the CVS90 Saver Plus Network,Members may only obtain retail 90 prescriptions at a Walgreens Pharmacy or Administrator's Mail Service Pharmacy, with the exception that up to two(2)retail 30 prescriptions may be filled at any Network Pharmacy("Grace Fills").Participating Group Members shall be incentivized to use the CVS90 Saver Plus Network through copay design,with the exception of Grace Fills. Participating Group Members shall pay 100% of the cost of any retail maintenance prescription filled outside of a Walgreens or Administrator's Mail Service Pharmacy,with the exception of Grace Fills.All pricing guarantees for this network are contingent upon Administrator's Mail Service Pharmacy acting as the exclusive mail provider. Maintenance status of a claim is defined by the Pricing Source maintenance indicator (ii) CVS90 Saver: For the CVS90 Saver Network, Members may only obtain 90-day prescriptions at a CVS Pharmacy or Administrator's Mail Service Pharmacy,with the exception that up to two(2)retail 30 prescriptions may be filled at any Network Pharmacy("Grace Fills"). Client Members shall be incentivized to use the Retail 90 Saver Network through copay design, with the exception of Grace Fills. Client Members shall pay 50% of the cost of any retail maintenance prescription filled outside of a CVS Pharmacy or Administrator's Mail Service Pharmacy,with the exception of Grace Fills.All pricing guarantees for this network are contingent upon Administrator's Mail Service Pharmacy acting as the exclusive mail provider. Maintenance status of a claim is defined by the Pricing Source maintenance indicator. Administrator provides pharmacies participating in the Retail 90 Saver Network with certain marketing and administrative services in exchange for a fee which is retained by Administrator. B. Therapeutic Class Exclusion Rebate Impact Adjustments. Client may elect to exclude one or more of the following therapeutic classes.If elected,as set forth in the Client Addendum,the following rebate reduction adjustments shall apply.These adjustments may only apply to Clients electing these exclusions with effective dates as of January 1st,2019 or later: (i) 4%-Exclusions of Erectile Dysfunction Drugs (ii) 2%-Quantity Limits on Erectile Dysfunction Drugs (iii) 1%-Exclusion of Proton Pump Inhibitors (iv) 0.25%-Quantity Limits on Proton Pump Inhibitors (v) 1%-Exclusion of Fertility Drugs Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 31 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION 1 XHIBIT A PAGE 31 OFscJ DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 (vi) 0.25%-Quantity Limits on Fertility Drugs C. Point of Sale Discounts. If elected by a Client,under the Point of Sale("POS")Discounts model, OptumRx will pass through to member a specified portion of the Rebates at each POS (mail,retail and specialty), subject to all terms and conditions related to Rebates contained in this Agreement. OptumRx will estimate expected Rebates at the NDC-11 level based on minimum Rebate guarantees and assumptions regarding expected Rebate yields for Client ("POS Rebate Projections"). Client will designate a portion of the applicable POS Rebate Projection the Client wishes to be applied to a Paid Claim at the time such Paid Claim is adjudicated,to reduce the total amount due, from which the Cost Share Amount is calculated. Rebate guarantee calculations will be handled as specified in this Agreement. D. Mandatory Mail Program:OptumRx is offering a 50 bps improvement in the Mail Generic Effective Rate for clients that elect the Mandatory Mail Program as defined by OptumRx's Mail Saver Plus Program; the proposed improvements in the Mail Generic Effective Rates are contingent upon Client adoption of OptumRx's Mail Service Saver Plus program as follows: after one grace fill at retail, all maintenance medications must be filled at one of OptumRx's Home Delivery pharmacies.Any additional fills at retail will be paid for 100 percent by the Member. E. Mail Service Member Select: The Premium Formulary with Mail Service Member Select rebate guarantees option is contingent upon Client adoption of OptumRx's Mail Service Member Select program as follows:After one grace fill at retail,all maintenance medications must be filled at one of OptumRx's Home Delivery pharmacies, unless the Member choses to opt out of the program. F. Select Formulary+Focus or Comprehensive UM Rebates(Non-Incentivized or Incentivized):Require client's adoption,without deviation,of OptumRx's Formulary,as well as any changes OptumRx makes to its Formulary; and implementation of at least one of OptumRx's Focus step therapy programs and implementation of required utilization management programs as applicable,as updated from time to time. [EXHIBIT A PAGE 3,2 OFSS Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 32 of 151 Document 00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION DocuSign'Envelope ID:6797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT C-1 ATTACHMENT—1 _ _ Tier 1 -Traditional (Activation Date on or after January 1,,2021) • . Traditional Retail 30: $0.00/$0.00/$0.00 per Net Paid Claim Base Administrative Retail 90: $0.00/$0.00/$0.00 per Net Paid Claim Fees Mail Service: $0.00/$0.00/$0.00 per Net Paid Claim Specialty: $0.00/$0.00/$0.00 per Net Paid Claim Paper Claim Fees $2.50 Per Processed Paper Claim plus the Base Admin.Fee PreCheck MyScript with ePrescribing $0.00 per PreCheck MyScript Transaction Retail 30 Pharmacy Network , Brand Drugs AWP minus 18.50%/18.50%/18.50% plus $1.00/$1.00/$1.00 dispensing fee Effective Overall Generic Guarantee AWP minus 82.50%/82.60%/82.70% plus $1.00/$1.00/$1.00 dispensing fee (ingredient cost) • Retail 30 50K Limited Network . Brand Drugs AWP minus 19.10%/19.10%/19.10% plus $0.50/$0.50/$0.50 dispensing fee Effective Overall Generic Guarantee AWP minus 83.25%/83.35%/83.45% plus $0.50/$0.50/$0.50 dispensing fee (ingredient cost) • Retail 90(>83 day supply)Pharmacy Network • • Brand Drugs AWP minus 21.50%/21.50%/21.50% plus $0.00/$0.00/$0.00 dispensing fee Effective Overall Generic Guarantee AWP minus • 84.00%/84.10%/84.20% plus $0.00/$0.00/$0.00 dispensing fee (ingredient cost) Retail 90 50K Limited Network Brand Drugs AWP minus 22.45%/22.45%/22.45% plus $0.00/$0.00/$0.00 dispensing fee Effective Overall Generic Guarantee AWP minus 84.60%/84.70%/84.80% plus $0.00/$0.00/$0.00 dispensing fee (ingredient cost) WAG90/CVS90(>83 day supply)Pharmacy Network Brand Drugs AWP minus 26.00%/26.00%/26.00% plus $0.001$0.00/$0.00 dispensing fee Effective Overall Generic Guarantee AWP minus 87.00%/87.10%/87.20% plus $0.00/$0.00/$0.00 dispensing fee (ingredient cost) Mail Service Pharmacy . " Brand Drugs AWP minus 26.00%/26.00%/26.00% plus $0.00/$0.00/$0.00 dispensing fee Effective Overall Generic Guarantee AWP minus 87.00%/87.10%/87.20% plus $0.00/$0.00/$0.00 dispensing fee (ingredient cost) Mail Service Pharmacy with Mail Saver Plus Brand Drugs AWP minus 26.00%/26.00%/26.00% plus $0.00/$0.00/$0.00 dispensing fee Effective Overall Generic Guarantee AWP minus 87.25%/87.35%/87.35% plus $0.00/$0.00/$0.00 dispensing fee (ingredient cost) Specialty-Exclusive wl No Grace Fills Network - Specialty Drugs AWP minus 19.25% plus $0.00 dispensing fee PNPC Rebates -Select Formulary(Open-•Non-incentivized) Retail 30-Fixed $125.00/$130.00/$135.00 Per Net Paid Brand Claim Retail 90-Fixed $320.00/$330.00/$340.00Per Net Paid Brand Claim WAG90lCVS90/Mail $320.00/$330.00/$340.00 Per Net Paid Brand Claim Service-Fixed Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 33 of 151 Document#00621754.0 OPTUMRx- O NFLIDENTT A T AIS PB QPRIETARY INFORMATION IEXHIBIT...A__PAGE 33_OF.5 4 DocuSign Envelope ID:8797250C-BF7B-4F68-8679-2833A2EBE9A6 Specialty-Fixed $900.00/$920.00/$950.00 Per Net Paid Brand Claim Rebates -Select Formulary(Incentivized) • Retail 30-Fixed $150.00/$155.00/$160.00 Per Net Paid Brand Claim Retail 90-Fixed $370.00/$380.00/$390.00 Per Net Paid Brand Claim WAG90ICVS90/Mail Service-Fixed $370.00/$380.00/$390.00 Per Net Paid Brand Claim Specialty-Fixed $950.00/$970.00/$1,000.00 Per Net Paid Brand Claim Rebates -Select Formulary+Focus or Comprehensive UMs.. Retail 30-Fixed $180.00/$185.00/$190.00 Per Net Paid Brand Claim Retail 90-Fixed $520.00/$530.00/$540.00 Per Net Paid Brand Claim WAG90ICVS901Mail $520.00/$530.00/$540.00 Per Net Paid Brand Claim Service-Fixed Specialty-Fixed $1,200.00/$1,300.00/$1,400.00 Per Net Paid Brand Claim • Rebates -Premium Formulary. Retail 30-Fixed $275.00/$280.00/$285.00 Per Net Paid Brand Claim Retail 90-Fixed $730.00/$735.00/$740.00 Per Net Paid Brand Claim WAG90ICVS90/Mail Service-Fixed $730.00/$735.00/$740.00 Per Net Paid Brand Claim Specialty-Fixed $2,050.00/$2,150.00/$2,250.00 Per Net Paid Brand Claim Rebates-Premium Formulary with Mail Service Member Select Retail 30-Fixed $278.00/$283.00/$288.00 Per Net Paid Brand Claim Retail 90-Fixed $735.00/$740.00/$745.00 Per Net Paid Brand Claim WAG90/CVS90/Mail $735.00/$740.00/$745.00 Per Net Paid Brand Claim Service-Fixed Specialty-Fixed $2,060.00/$2,160.00/$2,260.00 Per Net Paid Brand Claim EXHIBIT H PAGE 9F55 Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 34 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT D DEFINITIONS In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings: 1. "Activation Date"means the go live date when Client's Claims will first be processed under the Client Addendum. The Client Addendum shall be executed at least thirty(30)to ninety(90) days prior to the Activation Date as set forth in the Client Addendum. If the Client Addendum is not executed according to such timeframe set forth in the Client Addendum,pricing will be implemented within ninety(90)days following PBM's receipt of the signed Client Addendum. 2. "Acquisition Cost Plus Pricing"means a pricing arrangement where the Ingredient Cost for a Covered Drug is PBM's Invoice Cost plus a fixed additional amount or percentage. PBM shall apply this Ingredient Cost at the time of the Claim adjudication. 3. "Administrative Fee"means the amount per Paid Claim,if any,payable to PBM for the performance of Covered Drugs under this Agreement, as set forth in the Administration and Other section of the applicable Exhibit C. For avoidance of doubt,this does not include amounts paid for Covered Drugs(e.g.,Ingredient Cost,Dispensing Fees,and Taxes). 4. "Authorized Brand Alternative Drug"means a drug with a unique NDC that is the bioequivalent of a Brand Drug that is under patent and which is manufactured by the patent holder or affiliate or a third party under a license, whether or not identified as a Brand Drug or Generic Drug by the manufacturer or Pricing Source. 5. "Authorized Generic"means a drug listed in the FDA Orange Book that was approved under the Federal Food,Drug,and Cosmetic Act§ 505(c)and that is marketed,sold,or distributed directly or indirectly to retail class of trade under a different labeling, packaging (other than repackaging as the listed drug in blister packs, unit doses, or similar packaging for use in institutions),product code,labeler code,trade name,or trademark than the listed drug. 6. "Average Wholesale Price" or "AWP" means the average wholesale price of a prescription drug as established and reported by the Pricing Source.The applied AWP of a drug shall be the AWP for the actual eleven(11)digit National Drug Code("NDC"),drug specific,quantity appropriate actual package size,submitted by a Participating Pharmacy, mail order pharmacy, or specialty pharmacy at the time that the prescription is filled.PBM shall not use AWPs of licensed re-packagers where the data source identifies an AWP price greater than the AWP price reported by the pharmaceutical manufacturer.PBM shall update AWP data no less than weekly. 7. "AWP Effective Rate" means the actual aggregate AWP Rate achieved for each Pricing Category, as reported and reconciled in accordance with the Pricing Conditions. The AWP Effective Rate shall be calculated by multiplying the AWP for Covered Drug Paid Claims(in the aggregate for the Pricing Category) dispensed during the Contract Year by one (1)minus the applicable AWP Effective Rate Guarantee for such Pricing Category. For reference, this is expressed for each Pricing Category as AWP * (1-AWP Effective Rate Guarantee). 8. "AWP Effective Rate Guarantee"means the aggregate AWP Rate guarantees as set forth in the applicable Exhibit C for each Pricing Category,as reported and reconciled in accordance with the Pricing Conditions. The AWP Effective Rate Guarantee is calculated as follows: (A-B)/A x 100% =AWP Effective Rate Guarantee percent. A=The total sum of the applicable AWP for each Pricing Category B=The total sum of the Ingredient Costs for each Pricing Category. 9. "AWP Rate"means the percentage discount off of AWP applied upon Claim adjudication to calculate the Ingredient Cost for Covered Drug Paid Claims. For avoidance of doubt,this does not include Dispensing Fees or applicable tax. 10. "Brand Drug"means a prescription drug product that is not a Generic Drug. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt 12.14.20 Page 100 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION 1EXHIBIT A PAGE 35 OF 55 DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 11. "Claim(s)"means an electronic or paper request for reimbursement as a result of a Participating Pharmacy, mail order pharmacy or specialty pharmacy dispensing a Covered Prescription to a Covered Individual. 12. "Client"means a corporation,association or other entity or group of individuals that has a contract or other arrangement in effect with EHPC through which the Covered Individual covered under such Client are entitled to prescription drug benefits pursuant to the Agreement. 13. "Client Addendum" means the Client and PBM executed form agreement that sets forth the elected services applicable to a specific Client,an example of which is set forth in Exhibit H. 14. "Compound Drug"means a mixture of two or more ingredients when at least one of the ingredients in the preparation is a federal legend drug or state restricted drug in a therapeutic amount.It excludes the addition of only water or flavoring to any preparation.Further,"Compound Drug"shall not include a compound preparation administered by infusion. 15. "Contract Quarter"means the full three(3)month period commencing on the Effective Date and each full consecutive three(3)month period thereafter that this Agreement remains in effect. 16. "Contract Year" means the full twelve (12) month period commencing on January 1 and each full consecutive twelve (12) month period thereafter that the Agreement remains in effect. The previous sentence notwithstanding, for Clients whose Activation Date is between July 1 and December 31 of any contract year, such Client's first contract year will cover the duration between the Activation Date and December 31 of the calendar year following the calendar year in which the Activation Date falls. For Clients whose Activation Date is between January 1 and June 30,such Client's first contract year will cover the duration between the Activation Date and December 31 of the calendar year in which the Activation Date falls. 17. "Cost Share"means an amount which a Covered Individual is required to pay,other than premiums,under the terms of the applicable Plan. Such payment may be referred to as an allowance, coinsurance, copayment, deductible, penalty or other Covered Individual payment responsibility,and maybe a fixed amount or a percentage of applicable payment for Covered Services rendered to the Covered Individual. A Covered Individual is responsible for the payment of any Cost Share directly to a Participating Pharmacy at the time the prescription is dispensed and for mailing the payment of any Cost Share to the Mail Service Pharmacy or Specialty Pharmacy. 18. "Covered Drug(s)" means prescription drugs, devices, over-the-counter drugs, and supplies that are prescribed by a provider and covered under the applicable Plan Design Document,and shall include all services usually and customarily rendered by a provider in the normal course of business,including counseling and product consultation. 19. "Covered Individual"means each individual who is eligible for benefits through Client under a Client's applicable Plan Design Document as of the date the Covered Drug is provided. 20. "Covered Individual Pay Difference Charge"based on the applicable Plan Design Document,means a charge which the Covered Individual is required to pay to a provider for a Covered Drug when the Covered Individual or the Covered Individual's provider requests that a Brand Drug be dispensed when a Generic Drug substitution is available. The Covered Individual Pay Difference Charge, if any, shall be the difference between the Ingredient Cost plus Dispensing Fee for the Brand Drug and the Ingredient Cost plus Dispensing Fee for the Generic Drug. The Covered Individual Pay Difference Charge is in addition to the applicable Cost Share and shall not be applied to the Ingredient Cost or Dispensing Fee. 21. "Dispensing Fee" means the amount payable by Client pursuant to the applicable Exhibit C of this Agreement for a Participating Pharmacy,mail order pharmacy and/or specialty pharmacy to dispense a Covered Drug to a Covered Individual. Any charge by a Participating Pharmacy mail order pharmacy and/or specialty pharmacy to dispense a Covered Drug that is not Ingredient Cost or applicable tax shall be the Dispensing Fee. 22. "Dispensing Fee Guarantee"means the average aggregate Dispensing Fee guarantees as set forth in the applicable Exhibit C for each Pricing Category, as measured, reported, and reconciled in accordance with the Pricing Conditions. The Dispensing Fee Average achieved for each Pricing Category will be calculated by dividing the Dispensing Fee for Covered Drug Paid Claims (in the aggregate for the Pricing Category) dispensed during the Contract Year by the number of Paid Claims for the Pricing Category. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 101 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 The Dispensing Fee Guarantee is calculated as follows: A/B =Dispensing Fee Average. A=The total sum of the applicable Dispensing Fee for each Pricing Category B=The total sum of the Paid Claims for each Pricing Category 23. "Drug Spend" is defined as AWP less discount(including mail,retail, and Specialty,as applicable)plus the dispensing fee(including mail,retail,and Specialty,as applicable). No later than August 1st of each year the Drug Spend for each Participating Group shall be measured for the period beginning January 1 through June 30 of the then current Contract Year(the"Measurement Period"). The Drug Spend calculated for the Measurement Period shall be multiplied by two(2)to determine the annualized Drug Spend("Annualized Drug Spend"). The Annualized Drug Spend shall determine the pricing tier and applicable financial terms and conditions for each Participating Group effective January 1st of the subsequent Contract Year,provided the Participating Group signs and returns Client Addendum no later than ninety(90) days prior to the effective date. For new Participating Groups that do not have six(6)full months of claims utilization on June 30 of any Contract Year, then the pricing tier that shall be assigned to such Participating Groups in the Contract Year following the Measurement Period shall be the same as the pricing tier associated with such Participating Group in the calendar year of the Measurement Period. 24. "Duplicate Claim"means a Claim that has the same Participating Pharmacy,mail pharmacy and/or specialty pharmacy,Covered Individual,date of service,prescription number and NDC as another Claim. 25. "EHPC" means Employers Health Purchasing Corporation, which provides health benefit consulting services to Clients by arranging,on behalf of each Client for PBM to provide certain prescription benefit management,with respect to Client's Plan. 26. "EHPC Covered Individual Lives"means the total number of individuals who are eligible for benefits under the Coalition Agreement. 27. "Generic Drug" means a prescription drug, whether identified by its chemical, proprietary, or non- proprietary name that (a) is accepted by the U.S. Food and Drug Administration as therapeutically equivalent and interchangeable with drugs having an identical amount of the same active ingredient and(b)has a multisource code field in Medi-Span of"Y"(generic). An item shall also be considered a generic drug if the Multisource Code is"0"and there is a DAW code of 3,4,5,6,or 9. Generic Drugs shall also include multi-source Brand Drugs that adjudicate at MAC,Brand Drugs that are treated as"house"generic drugs(DAWS)by the dispensing pharmacy,and Single Source Generic Drugs. Any drug that has been a Single Source Generic or a Generic Drug will always be considered a Generic Drug. 28. "Ingredient Cost" means the amount payable by Client pursuant to the adjudication logic in Pricing Conditions of this Agreement for a Covered Drug,excluding Dispensing Fees and applicable tax,and before Cost Share.Any charge by a Participating Pharmacy,mail order pharmacy and/or specialty pharmacy to dispense a Covered Drug that is not Dispensing Fee or applicable tax shall be the Ingredient Cost. 29. "Invoice Cost" means the actual cost paid by PBM for a particular Covered Drug less any additional revenues and discounts directly related to the purchase of a particular Covered Drug received by PBM from the manufacturer or wholesaler from which PBM purchased such particular Covered Drug. If PBM enters into an agreement with a pharmaceutical manufacturer or wholesaler that increases the Invoice Cost for a particular Covered Drug in exchange for an increase in other revenues directly related to the purchase of such Covered Drug,then PBM shall deduct such other revenues directly related to purchase of such Covered Drug from the Invoice Cost of such Covered Drug. 30. "Maximum Allowable Cost" or"MAC"means the maximum allowable Ingredient Cost for a Covered Drug as included on the applicable MAC List. 31. "MAC List"means the lists developed and maintained in accordance with the requirements set forth in the Pricing Conditions of Covered Drugs identified as readily available as a Generic Drug or generally equivalent to a Brand Drug(in which case the Brand Drug may also be on the MAC List). 32. "Manufacturer Administrative Fee"means the fees paid to PBM by pharmaceutical manufacturers for the administrative services provided by PBM to pharmaceutical Manufacturers. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_IBA_12.14.20 Page 102 of 151 Document#00621754.0 OPT Ids ETAY INFORMATION EXH1 1 � A t 3 GbcuSign Lnvelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 33. "Net Effective Discount Guarantee" means the average annual aggregate AWP discount guarantees as determined in accordance with submitted pricing table(s)for respective brand and generic products. 34. "New Specialty Drug" shall mean a Specialty Drug that becomes available to be dispensed to Members after the Effective Date. The list of New Specialty Drugs shall be reviewed on a semi-annual basis in conjunction with the market check. 35. "Outlier Claim"means any non-Compound Drug Brand Drug Claim with an AWP Rate greater than 60% or any non-Compound Drug Generic Drug Claim with an AWP Rate greater than 99%. 36. "Paid Claim"means a Claim that meets coverage requirements and is subsequently paid. All Claims with an associated Rejected Claim, Reversed Claim, or Duplicate Claim shall not be considered Paid Claims and are excluded from the financial guarantees and Administrative Fee calculations. 37. "Participating Pharmacy"means a retail pharmacy that has entered into an agreement with PBM under which the pharmacy has agreed to provide Covered Drugs to Covered Individuals and to comply with applicable regulatory requirements. 38. "Pharmacy&Therapeutics Committee"or"P&T"means the committee formed by PBM or Client that reviews a legend drug for inclusion on the PBM or EHPC Standard Formulary and creates criteria,policies and procedure for such inclusion including,but not limited to,clinically-appropriate quantity restrictions,step therapies and prior authorizations. 39. "Plan" means the benefit plan sponsored by Client that includes the prescription drug benefit for Members as reflected,under which Client is obligated to provide covered prescription drug services. 40. "Plan Design Document" means a document describing the prescription plan for Covered Individuals, applicable to Covered Individuals as provided by Client as mutually agreed to by the parties. 41. "Pricing Category"means each separate line item pricing category set forth on the applicable Exhibit C for Brand Drugs and Generic Drugs,for each days supply,for retail and mail order,each separately. 42. "Pricing Condition(s)" means the terms and conditions set forth in Exhibit C of this Agreement. The Pricing Conditions apply to Pass-Through Pricing and Traditional Pricing. 43. "Pricing Source"means MediSpan(or other nationally recognized third party pricing source as selected by PBM). PBM shall not utilize more than one (1) Pricing Source and shall use the same updated national drug file for invoicing Rx and for paying providers. 44. "Qualified Claim" means Claims for Brand Drugs as set forth in First Databank data drug file, or other such nationally recognized source determined by PBM, that are eligible for Rebates in accordance with this Agreement. Claims not meeting the definition of Qualified Claim are(i)any claims for services of any unfunded discount card,or any state or government medical or pharmaceutical assistance program where other discounts apply;(ii)or any claims for OTC products,duplicate claims,340B program,government subrogation claims,secondary claims,long term care claims, and home infusion claims. 45. "Rebates" means retrospective discounts or other payments including price protections, based upon the utilization of a pharmaceutical manufacturer's Brand Drug pursuant to a valid prescription and exclusive of services fees,and purchase discounts. Rebate does not include Manufacturer Administrative Fees, any discount, price concession, or other direct or indirect remuneration PBM receives for direct purchase of a prescription drug or for providing any products or services. This definition is applicable to the commercial line of business. For the definition of Rebates related to EGWP please see the definition in the EGWP Exhibit. 46. "Rebate Guarantee"means the average aggregate Rebates per Brand Drug Paid Claim guarantees as set forth in the applicable Exhibit C,calculated as Rebates divided by Brand Drug Paid Claims for each applicable Pricing Category. 47. "Rejected Claim"means a Claim that is not paid. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 103 of 151 Document#00621754.0 OPT -ITA Y INFORMATION EXHIBIT_Pr -PAGE 3s OF S, C)ocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 48. "Reversed Claim"means a Claim that initially is paid but a subsequent Claim with the same Participating Pharmacy, mail order pharmacy and/or specialty pharmacy, Covered Individual, prescription number, and NDC was submitted for reversal of payment. 49. "Secondary Payer Claim"means a Covered Drug Claim for which the Plan Design Document does not have primary payment responsibility. 50. "Single Source Generic Drugs" means those Generic Drugs which are provided by only one pharmaceutical manufacturer, including an Authorized Generic Drug. Single Source Generic Drugs shall cease to be considered Single Source Generic Drugs at such time as more than one manufacturer or distributor of the Generic Drug exists, or after the first 180 days from the day of the first Generic Drug approval as reported by the Pricing Source,whichever comes first,at which time the product remains a Generic Drug. 51. "PBM Formulary" or "Preferred Drug List" (collectively known as "Formulary")means the list of prescription drugs and medications that are recommended by PBM to Client for regular use and which will be dispensed through Participating Pharmacies,the Mail Service Pharmacy or the Specialty Pharmacy to Covered Individuals. 52. "Specialty Drugs" shall mean medications that (i) treat unique populations, (ii) require close therapy management and monitoring,(iii)require special handling and/or storage,(iv)are produced through biotechnologies,(v)may involve complex reimbursement processes;and/or(vi)other ancillary services(i.e.nursing services). 53. "Usual and Customary (U&C) Charge" means the amount a regular cash paying customer pays a Participating Pharmacy for a pharmaceutical good or service and is submitted to PBM. PBM shall require Participating Pharmacies,to submit their Usual and Customary Charges with all Claim submissions. 54. "Usual and Customary(U&C) Claim"means a Claim where the Ingredient Cost plus the Dispensing Fee is greater than or equal to the Usual and Customary Charge for a Pharmacy for a pharmaceutical good or service.These Claims will be included in the Brand Drug and Generic pricing guarantees. The calculation for the identification of these Claims will be as follows:Usual and Customary Claim Calculation:U&C Charge—(Ingredient Cost+Dispensing Fee) = Less than or equal to"0"(zero). Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_l2.14.20 Page 104 of 151 Document#00621754.0 OPT - INFORMATION !EXHIBIT PAG 5 5 19ocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT E-1 IMPLEMENTATION PERFORMANCE GUARANTEES Upon the Activation Date,PBM will measure its implementation performance guarantees according to the implementation timeline and report results to Client. PBM is placing$15 per transitioned member at risk for implementation performance guarantees. Implementation guarantee penalties will be paid within 120 days after the later of the effective date or the date the agreement is signed by both parties, whichever is later. If the implementation time period between award of the business and the Activation date is less than 90 days,implementation guarantees will not apply. Penalties represent Client's sole and exclusive remedy for any performance guarantee set forth herein. Any such performance failure will not be deemed a material breach that gives Client right to terminate under Section 5(b) of this Agreement. EHPC acknowledges and agrees that PBM will measure the performance guarantees as described herein but shall not provide reports to EHPC or Client for any failure to satisfy a performance guarantee during any time that no executed agreement existed between PBM and EHPC and Client. Reports will be provided and any subsequent penalties will be paid when an executed agreement exists between the parties for the time period being measured. PBM,Client or EHPC Performance Penalty Book of Guarantee Target Definition Allocation Business New Client Implementation PBM will survey a minimum of 3 contacts who participate in the implementation activity to assess our performance relative to the implementation of the plan. Results are based on the average of all implementation process "Post scores or the overall Implementation" implementation satisfaction survey results of all score,whichever is greater. implementation A minimum of 3 survey categories of responses received by PBM "satisfied"or greater within 15 days of Client's receipt Implementation Client for 90%of of the survey is required to Satisfaction respondents. qualify for this guarantee. 20% Client All benefits will be loaded and tested on or before the effective date.Guarantee is subject to Accurate loading of Mutually agreed upon timely receipt of Client plan designs timeframes. deliverables. 10% Client Participant eligibility will be loaded by the date mutually agreed upon in the Implementation Project Plan assuming Client has provided clean eligibility data to OptumRx Accurate loading of Mutually agreed upon by the date identified in the member eligibility timeframes. Project Plan. 10% Client Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 105 of 151 Document#00621754.0 OPT iTM r- Y INFORMATION ,EXHIBIT A PAGE yo',CF OiocuSignEnvelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 4 PBM,Client or EHPC Performance Penalty Book of Guarantee Target Definition Allocation Business Historical claims data will be loaded by the date mutually agreed upon in the Implementation Project Plan, Complete loading of Mutually agreed upon subject to timely receipt of Client historical claims data timeframes. deliverables. 10% Client The Mail Order Open File transfer will be loaded by the date mutually agreed upon in the Mail Order Open File Implementation Project Plan, Transfer will be Mutually agreed upon subject to timely receipt of Client completed timeframes. deliverables. 10% Client The Specialty Open File transfer will be loaded by the date mutually agreed upon in the Specialty Open File Implementation Project Plan, Transfer will be Mutually agreed upon subject to timely receipt of Client completed timeframes. deliverables. 10% Client ID Cards will be mailed by the by the date mutually agreed upon in the Implementation Project Plan,subject to timely receipt of New ID cards will be Mutually agreed upon Client deliverables including a produced and mailed timeframes. clean and accurate eligibility file. 10% Client Welcome Packets will be mailed by the by the date mutually agreed upon in the Implementation Project Plan, New Welcome subject to timely receipt of Client Packets will be Mutually agreed upon deliverables including a clean prepared and mailed timeframes. and accurate eligibility file. 10% Client Standard Clinical Edits and UMs will be loaded by the by the date mutually agreed upon in the Implementation Project Plan, Complete loading of subject to timely receipt of Client Clinical edits,prior Mutually agreed upon deliverables including a clean authorizations timeframes. and accurate eligibility file. 10% Client Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 106 of 151 Document#00621754.0 OPTUM2x COTTATT'&TT'T'I L. 4Ai..punPP TFTA1Y INFORMATION EXHIBIT A PAGE yi O, r5` UocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT E-2 PERFORMANCE GUARANTEES Upon the Activation Date,PBM will measure its performance guarantees quarterly and report results to Client. PBM is placing$10 per member at risk for ongoing performance guarantees.These guarantees will become effective upon the later of(1)the effective date; or(2)the first day of next calendar quarter after the agreement is signed by both parties. Subject to Client's adherence to payment obligations under this Agreement,penalties, if any,will be paid within 120days after the last day of the contract year.Partial year guarantees will be prorated. Guarantees will be monitored internally and reported quarterly.Penalties will be assessed annually based upon aggregate annual results. PBM reserves the right from time to time to replace or change the format of any report referenced in these guarantees. In such event,the guarantees will be modified to the extent reasonably necessary to carry out the intent of the parties.PBM shall not be required to meet any of the guarantees provided for in this agreement to the extent PBM's failure is due to the action or inaction of Client or other third party,change in law or due to any other cause beyond PBM's reasonable control,including any act of God, fire, casualty, flood, earthquake,war, strike, lockout, epidemic, destruction of production facilities,riot or insurrection. Client may allocate the penalties based on the areas of most concern. Client may change the aforementioned allocation once during each Contract Year. Subject to Client's adherence to payment obligations under this Agreement,penalties, if any, will be based upon annual aggregate results and paid within 120 days of the completion of each Contract Year. Penalties represent Client's sole and exclusive remedy for any performance guarantee set forth herein. Any such performance failure will not be deemed a material breach that gives Client right to terminate under Section 5(b) of this Agreement. EHPC acknowledges and agrees that PBM will measure the performance guarantees as described herein but shall not provide reports to EHPC or Client for any failure to satisfy a performance guarantee during any time that no executed agreement existed between PBM and EHPC and Client.Reports will be provided and any subsequent penalties will be paid when an executed agreement exists between the parties for the time period being measured. PBM,Client or EHPC Performance Frequency of Penalty Penalties Book of Guarantee Target Definition Measurement Allocation Assessed Business The percentage of plan design changes and/or updates loaded within an average of 7 business days of receiving complete documentation when system coding changes are not required. Any change considered rush or non-standard will be determined based upon a mutually agreed Accurate upon timeframe and loading of excluded from this plan designs 98% guarantee. Quarterly 4% Annually Client Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 107 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION 1 EXH!B T Pt CiocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 PBM,Client or EI PC Performance Frequency of Penalty Penalties Book of Guarantee Target Definition Measurement Allocation Assessed Business Calculated as the number of eligibility files audited and found to be processed and loaded without error divided by the total number of eligibility filed received. Client will be responsible for reporting any failure to meet this Accurate Performance Guarantee loading of to PBM,subject to member PBM's validation of the eligibility 99% reported errors. Quarterly 4% Annually Client Accurate Claims Processing All Claims audited and (Processed, found to be without error Paid and of any form,divided by Billed) 99% all Claims audited. Quarterly 4% Annually Client Total mail Paid Claims Accurate mail with errors/total number order of mail order Paid dispensing 99.9% Claims Quarterly 5% Annually EHPC Accurate Total specialty pharmacy specialty Paid Claims with errors/ pharmacy total specialty pharmacy dispensing 99.9% Paid Claims dispensed Quarterly 5% Annually EHPC Total clean*mail Claims with<2 day turnaround/total number of clean mail Paid Claims. Turnaround=time Paid Claims received to time Paid Claim leaves pharmacy. Mail order dispensing *Clean Claims require turnaround 95% no intervention Quarterly 4% Annually Client Number of paper Claims processed within 10 business days of receipt of complete documentation/by the Paper claim total number of paper turnaround Claims with complete time 95% documentation received Quarterly 4% Annually Client Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 108 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION 1EXHIBIT Pt PAGEq 3'_.0F,SS iiocu5ign i=nvelope ID:B797250C-BF78-4F68-8679-2833A2E8E9A6 PBM,Client or EHPC Performance Frequency of Penalty Penalties Book of Guarantee Target Definition Measurement Allocation Assessed Business Calculated as the minutes a claim system is unavailable or down in any given year/number of minutes in the year. System availability measurement excludes telecommunication System failures and system availability 99% maintenance. Annually 5% Annually PBM Calculated as total number of new ID cards mailed to correct address within 5 days of receiving an accurate eligibility file from Accurate ID Client/Total number of Card Mailing 98% ID cards required Annually 4% Annually Client Calculated as total number of eligibility files loaded within 2 days of receipt contingent upon Client sending a clean eligibility file in the • agreed upon format and Timely using the agreed upon Eligibility naming convention/Total Maintenance 99% number of files received Annually 5% Annually Client Number of member Timely written inquiries Response to responded to within 5 Member business days/Total Written number of written Inquiries 95% inquiries received Quarter 4% Annually PBM Average time for customer service or an automated device to Efficient answer incoming Answering members calls_<30 Speed 100% seconds Quarter 5% Annually PBM Number of calls where a Automated caller hangs up before a Call System CSA answers/total Abandonment number of customer Rate <3% service calls offered Quarter 5% Annually PBM Number of calls with a busy or no answer Blocked Call signal/total number of Rate <2% offered calls Quarter 5% Annually PBM Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 109 of 151 Document#00621754.0 OPTUMRx-CONLFID1=NTTAL AND PROPRTF.TA Y INFORMATION EXHIBIT A PAGE 'H OF 551 docuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 PBM,Client or EHPC Performance Frequency of Penalty Penalties Book of Guarantee Target Definition Measurement Allocation Assessed Business Number of calls resolved First Call on first contact/total Resolution 95% number of calls handled Quarter 5% Annually PBM Overall Client Management Satisfaction Survey results of"Satisfied"or greater. Results are based on the average of all Client Management Satisfaction scores or the overall satisfaction score,whichever is greater. A minimum of 75%of EHPC responses received by OptumRx within 30 days of receipt Overall of the survey is required score of to qualify for this Account satisfactor guarantee. management y or Measured and reported satisfaction greater annually. Annually 4% Annually EHPC Based on annual member survey. Over 90%will Member score satisfactory or satisfaction >90% greater. Annually 4% Annually EHPC The Prescription Drug Plan reporting package will be made available online within 15 business days of the end of the billing cycle that includes the last calendar Timeliness of day of the reporting Monthly month for monthly Reporting 100% reports. Quarterly 4% Annually Client Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 110 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION [ IBrAPAGE CSF'55 DocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 PBM,Client or EHPC Performance Frequency of Penalty Penalties Book of Guarantee Target Definition Measurement Allocation Assessed Business Client will be offered one annual plan review. Offer and reporting to be provided within 90 days of the close of the calendar year or as otherwise mutually agreed upon.PBM will coordinate with Coalition's Account Management members to Annual Plan review and provide the Review 100% annual plan review. Annually 4% Annually Client Timeliness of Rebates paid 90 days Rebates after the end of the Payment 100% calendar quarter, Quarterly 4% Annually EHPC Rebates payment Rebates received compared to payment amount invoiced to accuracy 99% manufacturer Quarterly 4% Annually EHPC Number of clean,non- urgent prior Client, authorizations resolved provided in< 15 calendar days of there are>50 receipt of all necessary non-urgent supporting prior Prior documentation/by total authorization Authorization number of prior requests per s-Non urgent 95% authorizations received Quarterly 4% Annually month Number of clean,urgent prior authorizations responded to within 72 Client, hours of receipt of all provided necessary supporting there are>50 documentation/by the urgent prior Prior total number of clean, authorization Authorization urgent prior requests per s-Urgent 95% authorizations received Quarterly 4% Annually month Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 111 of 151 Document#00621754.0 OPTUMRx-CONFIDE.NTI. r_ AID PROPRIETARY INFORMATION EXHIBIT PAGE�OF % 1iocuSign`Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT F ENHANCED SAVINGS PROGRAM Client and PBM have agreed that PBM by and through its affiliates, shall provide Enhanced Savings Program Services to and for the benefit of Eligible Members as set forth below. Capitalized terms not expressly defined herein shall have the meanings set forth in the Agreement. 1. Definitions. a. "Compensable Claim" means each purchase of pharmaceuticals by Client's Members pursuant to the Enhanced Savings Program from a Participating Pharmacy,when such member's purchase price,taking into consideration any and all applicable fees as determined by PBM in its sole discretion, is less than the usual and customary price for such pharmaceutical that a Participating Pharmacy would charge to the general public as submitted by the Participating Pharmacy. Compensable Claim counts for a given month are reduced by the number of reversals occurring during that month. b. "Compensable Claim Fee" means the fee for each Compensable Claim due to the Client (as set forth above) derived from the fees that are actually collected by PBM from Participating Pharmacies during the term of the Agreement. The Compensable Claim Fee is the entirety of the remuneration payable to Client under the Enhanced Savings Program. 2. Description of Services a. Enhanced Savings Program for Non-Covered Drugs for Eligible Members. As of the Activation Date, PBM, through its affiliates, shall provide services through which Eligible Members may utilize their existing prescription drug identification cards to access negotiated pricing(where applicable)for certain prescription claims which are not covered by Client's Plan Design Document and are dispensed at Participating Pharmacies("Enhanced Savings Program"). PBM agrees to provide access to the Enhanced Savings Program at no charge to Eligible Members or Client. Eligible Members will be responsible for paying the full (discounted, if applicable)price of the drug, including any dispensing fees or other applicable fees at the point of sale. Claims processed through the Enhanced Savings Program are excluded from any reporting obligations and any discount or rebate,reconciliation,or other pricing commitments set forth in the Agreement. b. Payment for Enhanced Savings Program. PBM shall make payments to Client in the form of a single check each month for the Compensable Claim Fees earned under this Agreement.* Client will be paid $0.50 per net paid Compensable Claim and Coalition will be paid $0.50 per net paid Compensable Claim. Payments will occur ninety (90) days following the end of each month and will continue each month thereafter for the Term of this Agreement. (i) Subject to PBM's collection of fees,PBM's payments made in any given month shall be calculated by taking the product of the applicable Compensable Claim Fee times the number of net paid Compensable Claims during the prior month. (For example,if there were 1,000 Compensable Claims during the month of November then the payment issued ninety(90)days following November 30 would equal$1,000,[1,000 x$500].) PBM will send payments on a monthly basis to Client at the address set forth above. Compensable Claim Fees shall only be issued when there is at least$20.00 owed to the Client. (ii) Under no circumstances will PBM pay any fees or other payments on any Compensable Claims where no fees have been received by PBM. In the event PBM is not successful in collecting fees for a Compensable Claim from the Participating Pharmacy, PBM may reduce the Compensable Claim Fees paid to Client by the result of the number of Compensable Claims on which PBM did not collect a fee multiplied by the applicable Compensable Claim Fee. PBM shall have the right to offset any monies it may owe to Client with monies owed to PBM by Client. 3. Term and Termination. a. Term. The term of this Enhanced Savings Program shall commence on the Activation Date and continue in accordance with the Initial Term or Renewal Term as described in the Agreement. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 112 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL Aa PR ? INFORMATION ! IBIT A PAGE:..y: OF.55`. ClocuSign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 b. Termination for Convenience. Either Party may terminate the services provided under the Enhanced Savings Program for convenience on written notice provided to the other Party no later than thirty (30) days prior to the effective date of such termination. This termination for convenience right applies solely to the Enhanced Savings Program and does not affect any other services offered under the Agreement. c. Effect of Termination. If the Enhanced Savings Program is terminated as a result of breach by either Party, each Party shall retain any and all rights and remedies under the Agreement, and applicable law. Upon termination of the Enhanced Savings Program,Client shall be responsible for notifying the affected Eligible Members. 4. General Terms. a. Non-payment. If an Eligible Member fails to meet any payment obligations at the point of sale,then such Eligible Member will be unable to utilize the services provided under the Enhanced Savings Program. b. Regulatory Notification. Client shall promptly notify PBM of all inquiries from federal or state governmental departments,attorneys,Eligible Members, or other persons alleging a complaint with this Enhanced Savings Program and provide any applicable documentation of such. c. Compliance with Law. Each Party is responsible for ensuring its compliance with any laws applicable to the provision of services under the Enhanced Savings Program,including any necessary licenses and permits. d. Notification. Client shall be solely responsible for communicating in writing,via a mutually agreed-upon notice,to Eligible Members with respect to services offered under the Enhanced Savings Program. e. Fees. Although PBM agrees not to charge an administrative fee to Client for these Enhanced Savings Program claims,subcontract service providers,brokers/consultants/administrators,and PBM may receive and retain fees, proceeds,and/or other revenues in connection with the Enhanced Savings Program services described hereunder. f. Incentives. Only PBM, its affiliates, or their contracted service providers, and not Client, shall retain exclusive rights to all program data and marketing incentives,rebates or discounts from manufacturers'representatives,and any fees which may be derived from this Enhanced Savings Program or its Claims,if any. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt_12.14.20 Page 113 of 151 Document#00621754.0 OPTUMR.x- QEME LT1AL ANT)PRnPRrPTAPY INFORMATION XHIBIT P. PAGE y a OF 65 Iiocusign Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT G MEDICARE PART D RETIREE DRUG SUBSIDY SERVICES Client and PBM have agree that PBM(directly or through a third party vendor)shall provide certain Medicare Part D Retiree Drug Subsidy("RDS")Retiree List Maintenance support and RDS Cost Reporting services("RDS Services")to Client in connection with Client's submission for RIDS 1. General. PBM will provide the Retiree List Maintenance Services and the Cost Reporting Services listed below, based on the options selected by Client. Depending upon the options selected by Client, additional fees,as set forth in this Exhibit,will apply,in addition to the RDS Services base fee of$1.25/PMPM("RDS Base Fee"). 2. Retiree List Maintenance Services. Client shall choose one of the following two options: a) Retiree List Management by PBM(Option 1): PBM will assist Client with the compilation,submission and maintenance of the"Covered Retiree List'to be provided to the RDS center. PBM will compile the Covered Retiree List which includes the data elements listed under Attachment 1,which are required to be delivered to the RDS center for review and validation. Attachment 1 contains all information required and will be referred to as the"CRL." PBM will submit all necessary data elements to the RDS center for review and validation once Client has provided all data elements and assembled them in the PBM Format.The RDS center will process and return a response file and weekly notification files, as applicable. PBM will retrieve and process these files from the RDS center and provide a report to Client for its records,review and/or research, as applicable. For ongoing maintenance, Client will provide updates to PBM. PBM will compile these updates and submit the updated RDS retiree list to the RDS Center for review and reconciliation. Client will be responsible for the accuracy and timely update of all data elements. b) Retiree List Management by Client(Option 2): Client will submit all necessary data elements to the RIDS center for review and validation. Client or Client's designee will be responsible for all submissions of the Covered Retiree List and all additions/changes/deletions to CMS and processing RDS response files and notification files. Client will also supply PBM with the"Covered Retiree List"under Attachment 1 for all approved members. Client will be responsible for the accuracy and timely update of all data elements,under this Exhibit to PBM.PBM will use this listing to generate RDS cost data. Please indicate which Retiree List Maintenance option Client elects by checking the appropriate box: ❑ Option 1—PBM Retiree List Management:Fee:Included in RDS Base Fee ❑ Option 2—Client Retiree List Management:Fee:Included in RDS Base Fee 2. Cost Reporting Services: Client shall choose one of the following two options_ a) PBM as the Cost Reporter(Option 1): PBM will extract the gross cost data for RDS-approved retirees and calculate the threshold reduction,limit reduction,and the estimated cost adjustments(e.g.rebates)in accordance with the RDS guidelines.PBM will submit the Cost Data to the entity indicated in this Exhibit, Attachment 2 (the "Receiving Party") and supply a copy of the RDS reports at the claim and individual level to the Receiving Party.In addition,PBM will calculate and submit the reconciliation reports to the Receiving Party fifteen(15)months after the plan year. b) Elect PBM for Rebate Reconciliation Reporting Only(Option 2): Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 114 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT A PAGE OE'5-5 docuSign Lnvelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 Client chooses to create and submit its own cost data. This is option is only for Client Customers that receive complete claims data extracts/files and can construct the RDS Cost Data in accordance with the RDS guidelines. For example, any Part B medications as well as all other Part D excluded medications(e.g.most over the counter medications and vitamins) must be removed and the data for only those participants who are RDS-eligible must be aggregated. In this instance,PBM will provide the required assignment of actual rebates to the RDS-eligible population within 15 months of the close of the plan year for RDS reconciliation. Please indicate which Cost Reporting option Client elects by checking the appropriate box. ❑ Option 1—Elect PBM as the"Cost Reporter,"for Client's plan:PBM will provide ongoing support for Client to receive the RDS calculating the Cost Data and Reconciliation Cost Data. Fee:Included in RDS Base Fee ❑ Option 2—Rebate Reconciliation Report Only: Client wishes to construct its own retiree list and cost data submission. PBM will provide the required assignment of actual rebates to the RDS-eligible population within 15 months of the close of the.plan year. Fee: Included in RDS Base Fee.If programming is required,an additional fee of$150 per hour for programming(or Client's applicable contracted programming rate)will apply. 3.PBM acknowledges that the information it provides to Client herein will be utilized by Client for the purpose of obtaining federal funds. 4. Client represents and warrants that the information provided to PBM in Attachment 2 is accurate. Performance of any services above is conditioned upon timely and accurate submission of any updates to Attachment 2. If Client is delinquent in payment,PBM may, in addition to its remedies at law or in equity, immediately suspend performance of any or all of PBM's service obligations. 5. PBM reserves the right to modify or amend the financial provisions of this Agreement upon prior notice to Client in the event of changes in the scope of services to be performed, including but not limited to any government imposed change in federal,state or local laws or interpretation thereof or industry wide change that would make PBM's performance of its duties hereunder materially more burdensome or expensive,or a material difference or change in the actual program performance from the underlying assumptions used to develop the pricing and rates set forth above. 6. Client acknowledges and understands that if any information changes during or after PBM receives the initial Covered Retiree List from Client;Client is responsible for immediately notifying PBM of any such changes. PBM is not responsible for any incorrect subsidy amount if an updated Covered Retiree List is not provided to PBM prior to final reconciliation. 7.PBM shall not assume responsibility for any liability arising from Client failure to provide PBM with updated and correct information,except to the extent due to PBM's willful misconduct or intentional fraud. 8.Pursuant to 42 CFR§423.888,it is the responsibility of the Client as the sponsor of the qualified retiree prescription drug plan,to maintain,and furnish to CMS or the OIG upon request,the records in this program.PBM will retain records for ten (10)years after the expiration of the plan year in which the costs were incurred for the purposes of audits and other oversight activities conducted by CMS to assure the accuracy of the actuarial attestation and the accuracy of payments. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 115 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT A PAGE oP OocuSign'Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT G RDS ATTACHMENT 1 PBM FORMAT COVERED RETIREE LIST("CRL") Field Type Length Notes SSN AN 9 Individual's Social Security Number Individual's Health Insurance Claim HICN A/N 12 Number. May be spaces if SSN supplied First Name A/N 12 Last Name A/N 15 Date of Birth N 8 Format CCYYMMIDD Gender N 1 0=unknown, 1=male, 2—female RDS Coverage effective date by N 8 Format CCYYMMDD. application RDS Coverage Format CCYYMMDD termination date N 8 If coverage is ongoing, fill with 99999999. This field is the identifier that was Unique Benefit A/N 20 specified on the RDS Option Identifier application to uniquely identify the benefit option. Relationship N 2 01=self, 02=spouse, 03=other Valid values: `Y' or `N'; Y indicates the Medicare Eligible A/N 1 member is Medicare Flag eligible,N indicates the member is NOT Medicare eligible. Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 116 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION JEXHIBIT A PA6E40::::.,O ' 5:.. DocuSign'Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 EXHIBIT G RDS ATTACHMENT 2 COST REPORT DATA ELEMENTS Client Name: Carrier/Account/Group: RDS Account Manager: Email Address: Phone Number: RDS Authorized Representative: Email Address: Phone Number: Estimated Number Of Retirees: The following information must match exactly what is on the RDS application: Plan Sponsor ID: Application ID: Plan Year Start And End Dates: TO Unique Benefit Options Identifier(s): Payment Frequency: ❑ Monthly ❑ Quarterly ❑ Annual Retiree list will be loaded by: ❑ PBM ❑ Client/Client's vendor Cost Data will be submitted to RDS by: ❑ PBM ❑ Client/Client's vendor Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement v3_JB.rt 12.14.20 Page 117 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROP INFORMATION EXHIBIT A.PAGE,Sa OF 5 riocusign'Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 • EXHIBIT H SAMPLE CLIENT ADDENDUM ("Client"): [Insert Client Name], a Insert State of Domicile corporation Address: JInsert Client Address] Contact: [Insert Client Contact Name] ("Activation Date)": [Insert Activation Date from PDF] THIS ADDENDUM is effective as of the Activation Date above between OptumRx, Inc., a California corporation, with its principal place of business at 1600 McConnor Parkway, Schaumburg, Illinois 60173("PBM") and Client so long as this Addendum is signed by Client ninety (90) days prior to the Activation Date, or, if this Agreement is not received in this time frame, pricing will be implemented within ninety (90) days following PBM's receipt of this signed Addendum. WHEREAS, pursuant to the Coalition Master Services Agreement (the "Coalition Agreement") dated January 1, 2021, as amended from time to time, between PBM and Employers Health Purchasing Corporation, an Ohio not-for-profit organization,with its principal place of business at 4143 Fulton Drive NW,Canton, OH 44718 ("EHPC"),those parties desire for prescription drug benefit services(the"Services")to be provided to Client under this separate Client Addendum to be executed between PBM and Client. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows: 1. SERVICES 1.1 Pursuant to this Client Addendum, PBM will provide the Services directly to Client's Covered Individuals as elected by Client. Client agrees to be bound by all of the terms of the Coalition Agreement, including, any extension to the Term of the Coalition Agreement, the chosen pricing option below, and the Business Associate Agreement referenced as Exhibit A thereto. The Coalition Agreement, including the chosen pricing option, and the Business Associate Agreement are hereby incorporated by reference and made a part of this Client Addendum. Client acknowledges that nothing in this Client Addendum shall be deemed to confer upon EHPC or PBM the status of fiduciary as defined in the Employee Retirement Income Security Act of 1974, as amended, or any responsibility for the terms or validity of the pharmacy benefit plans. 1.2 Client's Pricing Options. Clients must elect one option for each: Pricing Model, Network and Formulary in accordance with the Coalition Agreement. Pricing Model ❑ Traditional Model or ❑ Pass Through Model Pricing Tier CAP Elected ❑ Tier 1 ❑ Tier 2 ❑ Tier 3 ❑ Tier 4 ❑ No ❑ Yes Retail 30 Pharmacy Network ❑ Broad Network ❑ Standard Select Network ❑ Performance Network Retail 90 Pharmacy Network El Broad Network El Standard Select Network ❑ Performance Network CVS90: ❑ CVS90 Saver Network ❑ CVS90 Saver Plus Network Walgreens90: ❑ Walgreens90 Saver Network ❑ Walgreens90 Saver Plus Network Formulary ❑ 2 Tier Non-Incentivized ❑ 3 Tier Select Base (Incentivized) ❑ 3 Tier Select Focused or Comprehensive (Incentivized or Non-Incentivized) ❑ Premium PDL Optional Mandatory Mail ❑ Mail Saver Plus ❑ Mail Service Member Select Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 118 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PRQPRIETAR INFORMATION y3(HIBIT R PAGE 53 OF 55 DocuSign`Envelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 1 Optional Elections ❑ Pass Through Model- EGWP ❑ Enhanced Savings Program ❑ Medicare Part D Retiree Drug Subsidy Services (RDS) ❑ Point of Sale (POS) Discounts Model Optional Therapeutic Class Exclusion Rebate Impact Adjustments ❑4%- Exclusions of Erectile Dysfunction Drugs ❑2% -Quantity Limits on Erectile Dysfunction Drugs ❑ 1% -Exclusion of Proton Pump Inhibitors ❑ 0.25%-Quantity Limits on Proton Pump Inhibitors ❑ 1% -Exclusion of Fertility Drugs ❑ 0.25%-Quantity Limits on Fertility Drugs 2. BILLING 2.1 Administrative Payments to PBM. PBM shall invoice Client for services on the schedule set forth on Attachment 1. Client will pay all valid invoices for such services within thirty (30) days after the date of the invoice. Invoices remaining unpaid over forty-five (45) days following the date of the invoice by Client will be charged a late fee of the lesser of one and one-half percent (1'/2%) or the highest rate allowed by law, for each thirty (30)days that payment is late. 2.2 Network Claims Funding. All payments by Client to PBM for the PBM National Network for Covered Drugs ("Network Claims Funding") shall be made via electronic fund transfer or Automated Clearing House(together"Electronic Payment") debit within ten (10) days after Client receives notification of the amount due from PBM. Late payment shall bear a fee of the lesser of one and one-half percent(1%%) or the highest rate allowed by law, for each thirty(30)days,that payment is late. PBM shall retain cash management responsibilities over the Network Claims Funding to help ensure prompt payment to Participating Pharmacies. 2.3 Non-payment. If Client fails to meet the payment obligations of Section 2.2 within the time specified, Client shall be deemed in breach of the Client Addendum. Notwithstanding Section 2.2 of this Client Addendum, or any other provisions contained in this Client Addendum and/or the Coalition Agreement, if Client fails to cure such breach within three (3) business days, PBM, in its sole discretion, shall have the non-exclusive and cumulative options to: (a) suspend processing of Claims, (b) require Client to pre-fund a pharmacy spend account in the amount of two(2)times the average monthly prescription drug spend of Client,or(c)utilize available deposited or escrowed funds all as set forth in Section 4(f) of the Coalition Agreement. 3. GENERAL 3.1 Term. The Term of this Addendum shall commence on the Activation Date and continue for an initial term of three (3) years unless renewed or terminated in accordance with Section 5 of the Coalition Agreement. 3.2 Compliance with Laws. PBM and Client shall take all actions necessary and appropriate to assure that they comply with the applicable federal, state and local laws and regulations, including, without limitation, the Anti-Kickback Statute, the Public Contracts Anti-Kickback Act, the Stark Law, HIPAA and the laws and regulations relating to disclosure or notification of plan benefits or the terms of Rebates administration under this Client Addendum to Client. 3.3 Notices. Notices shall be provided in accordance with the Coalition Agreement. Notices to Client (including notices related to the BA Agreement)shall be delivered to Client at the Client Address above unless an alternative is provided in writing to PBM as set forth herein. 3.4 Except as specifically modified by this Addendum, all of the terms and conditions of the Coalition Agreement will remain in effect. Capitalized terms used herein and not defined shall have the meaning set forth in the Coalition Agreement. [Signatures on following page.] Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt_12.14.20 Page 119 of 151 Document#00621754.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION EXHIBIT Pc PAGE rlocuSignEnvelope ID:B797250C-BF7B-4F68-8679-2833A2EBE9A6 Accepted By: Accepted By: [INSERT CLIENT NAME] OPTUMRx, INC. F HIBIT PAGE OF Au d Eigfla ro - Authorized Signature P log ' =Pi. On Printed Name Title Title Date Date Employers Health Purchasing Corp.(EHPC)_2021 Client Services Agreement_v3_JB.rt 12.14.20 Page 120 of 151 Document#00621754.0 OPTUMRx-,LQ EIDENIJ A I AND PROP' FTARY 1 FORMATION !EXHIBIT A PAGES 5 OF S e CLIENT ADDENDUM ("Client"): City of Richmond, an Indiana unit of government Address: 50 N. 5th Street, Richmond, IN 47374 Contact: [Insert Client Contact Name] ("Activation Date)": January 1, 2021 THIS ADDENDUM is effective as of the Activation Date above between OptumRx, Inc., a California corporation, with its principal place of business at 1600 McConnor Parkway, Schaumburg, Illinois 60173 ("PBM") and Client so long as this Addendum is signed by Client ninety (90) days prior to the Activation Date, or, if this Agreement is not received in this time frame, pricing will be implemented within ninety (90) days following PBM's receipt of this signed Addendum. WHEREAS, pursuant to the Coalition Master Services Agreement (the "Coalition Agreement") dated January 1, 2021, as amended from time to time, between PBM and Employers Health Purchasing Corporation, an Ohio not-for-profit organization,with its principal place of business at 4143 Fulton Drive NW, Canton, OH 44718 ("EHPC"),those parties desire for prescription drug benefit services(the"Services")to be provided to Client under this separate Client Addendum to be executed between PBM and Client. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows: 1. SERVICES 1.1 Pursuant to this Client Addendum, PBM will provide the Services directly to Client's Covered Individuals as elected by Client. Client agrees to be bound by all of the terms of the Coalition Agreement, including, any extension to the Term of the Coalition Agreement; the chosen pricing option below, and the Business Associate Agreement referenced as Exhibit A thereto. The Coalition Agreement, including the chosen pricing option, and the Business Associate Agreement are hereby incorporated by reference and made a part of this Client Addendum. Client acknowledges that nothing in this Client Addendum shall be deemed to confer upon EHPC or PBM the status of fiduciary as defined in the Employee Retirement Income Security Act of 1974, as amended, or any responsibility for the terms or validity of the pharmacy benefit plans. 1.2 Client's Pricing Options. Clients must elect one option for each: Pricing Model, Network and Formulary in accordance with the Coalition Agreement. Pricing Model ® Traditional Model or ❑ Pass Through Model Pricing Tier CAP Elected ® Tier 1 ❑ Tier 2 ❑ Tier 3 ❑Tier 4 ❑ No ❑ Yes Retail 30 Pharmacy Network ® Broad Network ❑ Standard Select Network ❑ Performance Network Retail 90 Pharmacy Network ® Broad Network ❑ Standard Select Network ❑ Performance Network CVS90: ❑ CVS90 Saver Network ❑ CVS90 Saver Plus Network Walgreens90: ❑ Walgreens90 Saver Network ❑ Walgreens90 Saver Plus Network Formulary ❑ 2 Tier Non-Incentivized ® 3 Tier Select Base(Incentivized) ❑ 3 Tier Select Focused or Comprehensive(Incentivized or Non-Incentivized) ❑ Premium PDL Optional Mandatory Mail ❑ Mail Saver Plus ❑ Mail Service Member Select City of Richmond_EHPC Client Addendum 1.1.21_JB.rt._v2_12.29.20 Page 1 of 4 Document#00763042.0 OPTUMRx-CONFIDENTIAL:_►/ •'t _ Y INFORMATION E 1-11- PAGE 1- Optional Elections ❑ Pass Through Model- EGWP ❑ Enhanced Savings Program ❑ Medicare Part D Retiree Drug Subsidy Services (RDS) ❑ Point of Sale (POS) Discounts Model Optional Therapeutic Class Exclusion Rebate Impact Adjustments ❑4% -Exclusions of Erectile Dysfunction Drugs ❑ 2% -Quantity Limits on Erectile Dysfunction Drugs ❑ 1%- Exclusion of Proton Pump Inhibitors ❑ 0.25% -Quantity Limits on Proton Pump Inhibitors ❑ 1%- Exclusion of Fertility Drugs ❑ 0.25% -Quantity Limits on Fertility Drugs Client Specific Pricing Conditions Pursuant to Section 4(k) of the Coalition Agreement, PBM and Coalition mutually agree to implement specific pricing terms for Client. The following shall apply to this Client Addendum only: Broker Fee. On a monthly basis, PBM shall pay an additional $2.25 Per Claim fee to Client's designated broker or consultant, as directed by Client, and subject to Client's payment obligations. This fee is in addition to any applicable EHPC Administrative Fee. As of the Activation Date, Client's consultant of record is Truveris. 2. BILLING 2.1 Administrative Payments to PBM. PBM shall invoice Client for services on the schedule set forth on Attachment 1. Client will pay all valid invoices for such services within thirty (30) days after the date of the invoice. Invoices remaining unpaid over forty-five (45) days following the date of the invoice by Client will be charged a late fee of the lesser of one and one-half percent (1%%) or the highest rate allowed by law, for each thirty (30) days that payment is late. 2.2 Network Claims Funding. All payments by Client to PBM for the PBM National Network for Covered Drugs ("Network Claims Funding") shall be made via electronic fund transfer or Automated Clearing House(together"Electronic Payment") debit within ten (10)days after Client receives notification of the amount due from PBM. Late payment shall bear a fee of the lesser of one and one-half percent(1%%)or the highest rate allowed by law, for each thirty(30) days, that payment is late. PBM shall retain cash management responsibilities over the Network Claims Funding to help ensure prompt payment to Participating Pharmacies. 2.3 Non-payment. If Client fails to meet the payment obligations of Section 2.2 within the time specified, Client shall be deemed in breach of the Client Addendum. Notwithstanding Section 2.2 of this Client Addendum, or any other provisions contained in this Client Addendum and/or the Coalition Agreement, if Client fails to cure such breach within three (3) business days, PBM, in its sole discretion, shall have the non-exclusive and cumulative options to: (a) suspend processing of Claims, (b) require Client to pre-fund a pharmacy spend account in the amount of two(2)times the average monthly prescription drug spend of Client, or(c)utilize available deposited or escrowed funds all as set forth in Section 4(f) of the Coalition Agreement. 3. GENERAL 3.1 Term. The Term of this Addendum shall commence on the Activation Date and continue for an initial term of three (3) years unless renewed or terminated in accordance with Section 5 of the Coalition Agreement. 3.2 Compliance with Laws. PBM and Client shall take all actions necessary and appropriate to assure that they comply with the applicable federal, state and local laws and regulations, including, without limitation, the Anti-Kickback Statute, the Public Contracts Anti-Kickback Act, the Stark Law, HIPAA and the laws and regulations relating to disclosure or notification of plan benefits or the terms of Rebates administration under this Client Addendum to Client. 3.3 Notices. Notices shall be provided in accordance with the Coalition Agreement. Notices to Client City of Richmond EHPC Client Addendum 1.1.2 1_JB.rt._v2_12.29.20 Page 2 of 4 Document#00763042.0 OPTUMRx- ^UNFI ENTIA Arm PROPRIETARY INFORMATION L HIBIT 13 PAGE ' - OF y ,1 1 s (including notices related to the BA Agreement) shall be delivered to Client at the Client Address above unless an alternative is provided in writing to PBM as set forth herein. 3.4 Except as specifically modified by this Addendum, all of the terms and conditions of the Coalition Agreement will remain in effect. Capitalized terms used herein and not defined shall have the meaning set forth in the Coalition Agreement. [Signatures on following page.] EXHIBITS PP+GE 3 OF 9 City of Richmond_EHPC Client Addendum 1.1.21_JB.rt._v2_12.29.20 Page 3 of 4 Document#00763042.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION . I L e. Accepted By: Accepted By: CITY OF RICHMOND OPTUMRx, INC. EXHIBIT PAGE OF Authorized Signature Authorized Signature Printed Name Title Title Date Date EXHIBIT '8 PAGE OF `I City of Richmond_EHPC Client Addendum 1.1.21_JB.rt._v2_12.29.20 Page 4 of 4 Document#00763042.0 OPTUMRx-CONFIDENTIAL AND PROPRIETARY INFORMATION