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HomeMy WebLinkAboutC2018-357 - 5/22/2018 - Approved Participating Group Addendum Participating Group Name: City of Corpus Christi(also referred to herein as the"City") Participating Group Address: 1201 Leopard Street Corpus Christi,Texas 78401 Contact Person: Kim Baker,Assistant Director of Financial Services Participating Group Commencement Date: October I.2018 Participating Group End Date: September 30,2021 Participating Group represents that the Plan is [ ]/is not[X] governed by ERISA. 1. Participating Group Addendum. This Participating Group Addendum ("Addendum") supplements the Prescription Benefit Services Agreement among CaremarkPCS Health, L.L.C. (`CVS/caremark"), Health Action Council ("HAC") and Cooperative Council of Governments ("CCOG") dated as of January I, 2017, as amended from time to time ("Master Agreement"). All capitalized terms used in this Addendum but not defined in this Addendum shall have the meaning set forth in the Master Agreement. 2. Participating Group. The undersigned Participating Group ("Participating Group") is a member of HAC. Participating Group has reviewed the Master Agreement and desires that CVS/caremark provide to it the products and services described in the Master Agreement on the terms and conditions set forth in the Master Agreement,as amended from time to time,and this Addendum. By signing this Addendum: (a) Participating Group agrees to the terms and conditions of the Master Agreement, including the Exhibits attached thereto and any subsequent amendments to the Master Agreement which may be entered into between HAC,CCOG and CVS/caremark,and this Addendum. Subsequent amendments to the Master Agreement need be submitted only to HAC and CCOG for approval. Participating Group acknowledges and agrees that HAC, CCOG and CVS/caremark may amend all or any portion of the Master Agreement and Participating Group hereby agrees to be bound by any such amendment. (b) Participating Group shall be considered a"Party"to the Master Agreement. (c) Participating Group acknowledges and hereby specifically agrees to the terms of Section 6.3 (Control of Plan)of the Master Agreement. 3. Formulary,Pricing Model,Network,Specialty and Generic Step Therapy Elections. Formulary Election. Participating Group hereby elects the following as its Elected Formulary: 1 C2018-357 N. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, 5/22/18 LND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. Ord. 031443 CaremarkPCS Health LLC sr1MiNFfl Select one of the formulary options in this column CVS/caremark Standard PDL Select one of the following options with respect to drug exclusions ®Aligned With CVS/caremark PDL with drug exclusions("Opt-In") ❑ Aligned With CVS/caremark PDL without drug exclusions("Opt-Out") Optional,select below if elected ® Advanced Control Specialty Formulary ❑ Advanced Control Formulaiy ❑ Value Formulary Optional,select below if elected ❑ Advanced Specialty Formulaiy Pricing Model Elections [OPTION 1-❑ Average Script Pricing—ASP Guarantee on a Participating Group basis. REQUEST MUST BE MADE BY JUNE 1 EACH YEAR.] [OPTION 2-®Traditional or Transparent Pricing] Pricing Election. Participating Group hereby elects the following pricing options as further described in the Master Agreement: Elect one: Traditional Pricing ❑ With Reinvested Rebates ® With Rebates with Quarterly Payments ❑ Transparent Pricing ❑ With Rebates ❑ Quarterly Payments ❑ Real Time Manufacturer Discount(RTMD) Network Election Participating Group hereby elects the following as its network: Elect one: CVS/caremark National Network ® Maintenance Choice(If elected, indicate which type below) ❑ Maintenance Choice Voluntary ® Maintenance Choice Mandatory ❑ Maintenance Choice Incentivized ❑ CVS/caremark Extended Days' Supply (EDS)-90 Network (Optional, but NOT available with Maintenance Choice) ® Transform Diabetes Care Program (subject to terms set forth in a separate document between CVS/caremark and Participating Group) ❑ Advanced Choice Network*Available only for ERISA Plans. 2 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. ❑ Maintenance Choice(If elected, indicate which type below) ❑ Maintenance Choice Voluntary ❑ Maintenance Choice Mandatory ❑ Maintenance Choice Incentivized ❑ Transform Diabetes Care Program (subject to terms set forth in a separate document between CVS/caremark and Participating Group) ❑ Exclusive Choice Network*Available only for ERISA Plans. ❑ Access Based Network ❑ Custom Network(available only for Participating Groups who elected this network as of January 19,2016). *Available only for ERISA Plans. Specialty Elections Specialty Elect One: Network ® Exclusive Specialty Network ❑ Open Specialty Network ❑ Specialty Preferred Drug Plan Design ("SPDPD")(available only for Participating Groups enrolled in this program before 1/1/2017, NOT available with Advanced Specialty Formulary election) Generic Step Therapy Election Elect One: ❑ None ❑ Traditional Generic Step Therapy("TGST") ® High Performance Generic Step Therapy("HPGST") 4. Clinical and Optional Programs. Participating Group acknowledges that additional Clinical and/or Optional programs may be offered by CVS/caremark, and any such program elected by Participating Group shall be detailed in the Participating Groups PDD, or as required, through an amendment to this Participating Group Addendum. ❑ Broader Vaccination Network 5. Performance Guarantee Category Allocations. Participating Group may allocate from 0-50% in five percent (5%) increments of their total penalty amount to a Performance Guarantee Category.The total allocation to performance guarantee categories must equal 100%. Of the seven (7) categories for Account Management, Customer Service, Administration,Financial Management,Generic Dispensing Rate Implementation and Major Change, and Participating Pharmacy Access,only one of these categories shall be assigned a percentage 50%of the total annual penalty amount available to the Participating Group and the remaining six(6)categories (if selected)shall be assigned a percentage of 20%or less of the total annual penalty amount available to the Participating Group. 3 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. Allocate among Performance Guarantee Categories. Participating Group has the right to reallocate annually. If Participating Group does not notify of a change to the allocation within thirty(30)days of the request from CVS/caremark,the previous Contract Year's allocation will apply. 20% Account Management 20% Customer Service Administration Financial Management Generic Dispensing Rate _60%_ Implementation and Major Change Participating Pharmacy Access(applicable to CVS/caremark National Network only) 100% TOTAL 100% 6. Business Associate Obligations. Participating Group and CVS/caremark agree that in connection with the provision of Services under this Addendum and the Master Agreement, the Participating Group on behalf of the Plan and CVS/caremark agree that the Business Associate Obligation terms,attached hereto as Attachment 1 to this Addendum, shall apply between Participating Group's Plan(the"Covered Entity"or"Plan") and CVS/caremark (the "Business Associate"), except to the extent that Participating Group and CVS/caremark agree on other Business Associate terms. In compliance with applicable Law,including HIPAA, CVS/caremark may share Plan Participant information, including PHI, as appropriate for the treatment,payment and health care operations of other health care providers(which may or may not be affiliated with CVS/caremark)or plans. The Participating Group understands that HAC and CCOG are not business associates of any Plan maintained by the Participating Group which is subject to this Addendum and agrees not to direct or cause anyone else to direct PHI to HAC or CCOG. 7. Administrative Fees A. Administrative Fees Paid by CVS/caremark to HAC.HAC acknowledges that it acts as a group purchasing organization, negotiating discounted purchasing arrangements for Participating Groups. Each Participating Group acknowledges that HAC may receive fees from CVS/caremark as a provider of services to Participating Groups. CVS/caremark shall pay HAC a semi-annual administrative fee of: (i)$225,000(paid in semi-annual installments in February 15 and August 15);and (ii)for Participating Groups that were Participating Groups before January 1,2017: (x)0.125%of Eligible Charges for existing Participating Groups as of January 1,2012,or(y)0.225%of Eligible Charges for existing Participating Groups joining effective after January 1,2012 and before January 1,2017;and (iii)for new Participating Groups that become Participating Groups on or after January 1,2017, 0.25%of Eligible Charges. For the purposes of this section,"Eligible Charges"means Mail Service Pharmacy and Participating Pharmacy gross costs minus dispensing fees. Such administrative fee shall be paid within forty-five (45)days of the end of each six(6)month period. The parties acknowledge that this fee is paid to HAC in accordance with the provisions of 42 USC §1320a-7b(b)(3)(C). This fee may be adjusted by HAC, with CVS/caremark's written consent,at any time by an amendment to this Agreement. 4 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. 8. Entire Agreement. This Addendum,and all attachments and exhibits attached hereto,together with the Master Agreement supersedes all prior or contemporaneous understandings or contracts and constitutes the entire agreement existing between CVS/caremark and Participating Group regarding the subject matter of the Master Agreement and this Addendum. Participating Group represents and warrants that it has the necessary power and authority to enter into this Addendum and to consummate the transactions contemplated by this Addendum and the Master Agreement. 9. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually,is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. The City agrees to provide CVS/caremark at least 30 days' written notice of non-appropriation and acknowledges that CVS/caremark is not obligated to provide Services without compensation. 10. Verification Regarding Israel. In accordance with Chapter 2270,Texas Government Code,the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract.The signatory executing this Agreement on behalf of CVS/caremark verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 11. Indemnification. Section 11.2 of the Master Agreement shall not apply to the City to the extent prohibited by applicable Law. 12. Choice of Law. Section 12.7 of the Master Agreement shall be amended as follows:This Agreement shall be governed by,construed by and enforced in accordance with the laws of the State of Texas(without regard to its conflicts of laws rules). CaremarkPCS Health/,,L./L.C. CITY OF CORPUSnCnHRISITI By: _ - -d -- By: �/t...&, 1:... Name: Steven Schaper Name: et AA. BA.,1C.E`2 Title: Group Head,Employer Sales Title: s1.. reckar DF F iciayt ecaiSer V1ceS Date: August 9. 2018 Date: 8. t o. iP ATTEST: ' � •'roved as to form: ��t�l� 'E:ECCA HUERTA • 5 CITY SECRETARY T/ � /�,� � eeed NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDEN i! (,� PROPRIETARY AND S NSTITUTES TRADE SECRETS OF CVS/CAREMARK. Assistant City Attorney 77 CIJr — For City Attorney IY COMM SECRETAR Attachment 1 to Participating Group Addendum Business Associate Obligations In accordance with the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191 ("HIPAA") and the Health Information Technology For Economic and Clinical Health Act,Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009("HITECH Act"),CVS/caremark shall,to the extent it acts in its capacity as a Business Associate to Covered Entity, adhere to the applicable requirements established in the HIPAA Rules(as defined below)for Business Associates handling Protected Health Information on the Covered Entity's behalf in connection with services and products provided to Participating Group as sponsor of the Plan,as set forth below. 1. Definitions. Capitalized terms used,but not otherwise defined, in this Attachment shall have the same meaning as those terms as used or defined in the HIPAA Rules, including but not limited to the following terms: Breach, Data Aggregation,Designated Record Set,Disclosure(or Disclose),Individual,Law Enforcement Official, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, Use, and Workforce. A. "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 Attachment,shall mean CVS/caremark. B. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 CFR 160.103, and in reference to this Attachment, shall mean the Plan(s) sponsored by Participating Group. C. "HIPAA Rules" shall mean the requirements of the Privacy, Security, Breach Notification, Transaction,and Enforcement Rules at 45 CFR Part 160 and Part 164,implementing HIPAA and the HITECH Act, as may be amended, , in each case only as of the applicable compliance date for such requirements. D. "Incident Response Team"shall mean the unit designated by CVS/caremark that is responsible for investigating and responding to information privacy and Security Incidents and complaints. E. "Services Agreement"shall refer to the Addendum between CVS/caremark and Participating Group, as sponsor of the Plan(s),for the provision of prescription benefit management services by Business Associate to Covered Entity's members. F. "Privacy Rule"shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164,subparts A and E. G. "Protected Health Information" (PHI) and "Electronic Protected Health Information" (EPHI). PHI and EPHI shall have the same meaning as such terms as defined in 45 CFR 160.103, but limited to such information created or received by CVS/caremark in its capacity as a Business Associate(and not a pharmacy or other health care provider)of Covered Entity. H. "Security Rule"shall mean the Standards for Security of Electronic Protected Health Information at 45 CFR parts 160 and 164,subpart C. 6 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. 2.Obligations and Activities of Business Associate. A. Limitation on Use and Disclosure. Business Associate agrees not to Use or Disclose PHI other than as permitted or required by the Services Agreement or this Attachment, or as permitted by Law or Required By Law. B. Safeguards Against Unauthorized Use or Disclosure. Business Associate agrees to use appropriate safeguards to protect against any Use or Disclosure of PHI not provided for herein and to comply, where applicable, with Subpart C of 45 CFR Part 164 with respect to EPHI. Without limiting the foregoing, Business Associate agrees to implement and maintain appropriate administrative, physical, and technical safeguards designed to, to prevent the unauthorized Use and Disclosure of Protected Health Information, and to protect the confidentiality, integrity, and availability of Electronic Protected Health Information, including maintaining an Incident Response Team to investigate and respond to unauthorized Uses and Disclosures of PHI upon learning thereof, as required by 45 CFR § 164.308, 164.310, 164.312, and 164.316, as may be amended from time to time. C. Mitigation of Harmful Effects. Business Associate agrees to mitigate,to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate or any of its employees, agents, contractors or Subcontractors in violation of this Attachment or the HIPAA Rules. D. Reporting of Use or Disclosure. In addition to the reporting required by Section 2.L, Business Associate agrees to report to Plan upon request any Use or Disclosure of the PHI, not provided for by the Services Agreement or this Attachment of which the Business Associate Incident Response Team becomes aware, including such Uses and Disclosures arising from a Security Incident. E. Restrictions on Agents and Subcontractors. In accordance with 45 CFR 164.502 (e)(l)(ii) and 164.308(b)(2),Business Associate agrees to require that any Subcontractor,to whom it delegates any function or activity it has undertaken to perform on behalf of Covered Entity,and to whom it provides PHI received from or created on behalf of Covered Entity,agrees in writing to substantially the same restrictions and conditions on the Use or Disclosure of PHI as apply through this Attachment and under the HIPAA Rules through a business associate agreement between such Subcontractor and Business Associate. F. Access by Individuals. As soon as practicable,but in any event within twenty(20)days of Covered Entity's written request upon an Individual's behalf,Business Associate agrees to provide to Covered Entity access to such PHI maintained by Business Associate in a Designated Record Set as required for Covered Entity to respond to a request for access under 45 CFR 164.524. G. Amendment by Individuals. As soon as practicable, but in any event within thirty (30) days of Covered Entity's written request upon an Individual's behalf, Business Associate agrees to make available PHI maintained by it in a Designated Record Set,and to make amendments to such PHI, in order for Covered Entity to respond to a request for amendment under 45 CFR 164.526. H. Access by the Secretary. Business Associate agrees to make its internal practices, policies, procedures, books, and records relating to the Use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity,available for inspection and copying by the Secretary upon the Secretary's written request for same for purposes of the Secretary 7 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. determining the Covered Entity's compliance with the H1PAA Rules. Business Associate shall provide timely advance notice of any such request by the Secretary to the Covered Entity, to the extent permitted by the Secretary. Documentation of Disclosures. Business Associate agrees to document such Disclosures of PHI made by it and to maintain information related to such Disclosures,as would be required for Covered Entity to respond to a request by an Individual for an accounting of Disclosures of PHI under 45 CFR 164.528 and the HITECH Act. J. Accounting of Disclosures. As soon as practicable, but in any event within thirty (30) days of Covered Entity's written request upon an Individual's behalf,, Business Associate agrees to provide to Covered Entity information collected in accordance with Section 2.1. to enable Covered Entity to provide an accounting of Disclosures under 45 CFR 164.528 and the HITECH Act. K. Delegation by Business Associate. To the extent Covered Entity specifically delegates to Business Associate one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). L. Reporting of Improper Use or Disclosure and Security Incidents. Following the discovery by Business Associate, including but not limited to its Incident Response Team, of any Breach of Unsecured PHI or Security Incident involving the unauthorized Use or Disclosure of Electronic PHI (collectively"incidents")by Business Associate or its Subcontractors, Business Associate agrees to notify Covered Entity of such incident without unreasonable delay, but no later than within ten(10) Business Days after the Incident Response Team is notified of the incident. Such notification of Breach shall include,to the extent available: (i)a brief description of the nature of the incident, the date(s) of the incident and the date the incident was discovered, if known; (ii) a description of the types of Unsecured Protected Health Information involved in the incident (e.g., names, Social Security numbers, dates of birth, addresses,account numbers, disability codes); (iii)the identity of each Individual whose Unsecured PHI has been,or is reasonably believed by Business Associate to have been,accessed,acquired,Used,or Disclosed as a result of the incident;(iv)the steps the affected Individuals should take to protect themselves from potential harm from the incident;(v)a description of the steps Business Associate is taking to investigate the incident,to mitigate harm to Individuals and to protect against any further incidents; and(vi) any other information the Covered Entity may reasonably request.Business Associate agrees to provide Covered Entity with a supplemental report of any additional information required above that becomes available to it after the initial report has been provided to Covered Entity. Notwithstanding the foregoing, Business Associate may delay delivery of the report or supplemental report required above to Covered Entity upon receiving a statement from a Law Enforcement Official that delivery of such report would impede a criminal investigation or cause damage to national security. At the time of notification or promptly thereafter as such information becomes available, Business Associate shall also provide Covered Entity with such other available information as is required for Covered Entity to notify an Individual of the Breach as required by 45 CFR 164.404(c). To the extent the Breach is a result of Business Associate's failure to implement reasonable or appropriate safeguards as required by this Attachment or negligent acts or omissions,then Business Associate shall provide the notifications required under 45 CFR 164.404, 45 CFR 164.406 and 164.408(b). Notwithstanding the above, if a Law Enforcement Official provides Business Associate with a statement that the notification required under this paragraph would impede a criminal investigation 8 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. or cause damage to national security, Business Associate may delay the notification for the period of time set forth in the statement as permitted under 45 CFR 164.412. M. Requests for Restrictions or Confidentiality. The Parties agree and acknowledge that it is Covered Entity's responsibility to respond to all requests for amendment made by an Individual and, if applicable, it is Business Associate's responsibility to direct the Individual to the Covered Entity to make a request. N. Performance of Transactions. If Business Associate conducts any Transactions electronically that are required to be conducted as a Standard Transaction in connection with the administration or operation of the Services Agreement, or otherwise on behalf of Covered Entity, Business Associate agrees to conduct such Transactions in compliance with the applicable Transaction standards under 45 CFR Part 160 of the HIPAA Rules. Nothing in this Attachment shall be construed to permit or require data content, format,definitions or other conditions that conflict with the Transaction rule. 3.Permitted Uses and Disclosures by Business Associate. A. Performance of Contracted Services. Business Associate may Use or Disclose PHI to perform functions, activities and services for or on behalf of, Covered Entity as provided in the Services Agreement. Such Uses and Disclosures shall be limited to those that would not violate the Privacy Rule if done by Covered Entity except that Business Associate may Use and Disclose PHI: (i) for the proper management and administration of the Business Associate or to carry out its legal responsibilities; provided that, in the case of any Disclosures for this purpose, the Disclosure is Required by Law or Business Associate obtains reasonable assurances in writing from the person to whom the information is Disclosed,that it will remain confidential and Used or further Disclosed only as Required By Law or for the purpose for which it was Disclosed to the person, and that the person will notify Business Associate of any instances of which it is aware in which the confidentiality of the information may have been compromised, in accordance with the reporting procedures described in Section 2.L.above;and (ii) to provide Data Aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). B. Additional Permitted Uses and Disclosures. Business Associate may also Use and Disclose PHI: (i) to respond to requests for PHI either accompanied by an authorization that meets the requirements of 45 CFR 164.508 or from a covered entity or health care provider in accordance with 45 CFR 164.506(c); (ii) to de-identify the information or create a Limited Data Set in accordance with 45 CFR§164.514,which de-identified information or Limited Data Set may be Used and Disclosed by Business Associate as permitted by law, including HIPAA; (iii) to report violations of law to appropriate federal and state authorities, consistent with 45 CFR §164.502(j)(1); and (iv) as authorized in writing by Covered Entity. C. Minimum Necessary Standard. Business Associate agrees to request, Use and Disclose PHI in compliance with the Minimum Necessary standard of the HIPAA Rule. 4.Obligations of Covered Entity A. Minimum Necessary Standard. Covered Entity shall provide PHI to Business Associate in compliance with the Minimum Necessary standard of the Privacy Rule.Covered Entity shall not ask 9 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. or require Business Associate to Use or Disclose Protected Health Information in a manner in which Covered Entity could not do as a Covered Entity except as permitted by 45 CFR 164.504(e) to perform Data Aggregation services. B. Notice of Privacy Practices. Covered Entity represents and warrants that its Notice of Privacy Practices complies with 45 C.F.R. 164.520 and permits Covered Entity to Use and Disclose Protected Health Information in the manner that Business Associate is authorized to Use and Disclose Protected Health Information under this Attachment. C. Restriction of Use or Disclosure. To the extent that Covered Entity honors a request to restrict the Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522(a), Covered Entity agrees not to provide such PHI to Business Associate unless Covered Entity promptly notifies Business Associate of the restriction and Business Associate advises Covered Entity that it is able to accommodate the restriction.Covered Entity agrees to reimburse Business Associate for any increase in costs required to accommodate such restriction. D. Privacy and Security of PHI. Covered Entity shall be responsible for using administrative, physical and technical safeguards at all times to maintain and ensure the confidentiality,privacy and security of PHI transmitted to Business Associate in accordance with the standards and requirements of the HIPAA Rules,until such PHI is received by Business Associate. E. Compliance with Laws. Covered Entity shall obtain any consent or authorization that may be required by applicable federal or state laws in order for Business Associate to provide its services under the Services Agreement. F. Authorized Members of Workforce. Covered Entity shall provide to Business Associate a written list of the names of those individuals in its Workforce that are authorized to receive or access PHI on its behalf,and to provide reasonable prior written notice to Business Associate of any changes to such list. In the absence of Covered Entity providing such list, Business Associate may assume that those individuals that are member of the Workforce of Covered Entity or, if applicable, Covered Entity, who request or receive PHI from Business Associate are performing administration activities for Covered Entity,and are authorized to receive or access PHI on its behalf. 5.Term and Termination. A. Term. This Attachment shall be effective as of the Effective Date of the Services Agreement and shall terminate upon the first to occur of the following:(i)the termination of the Services Agreement; or(ii)the termination of this Attachment pursuant to Section 5.B.(i)or(ii)below. B. Termination for Cause. Upon Covered Entity's knowledge of a material breach of the requirements of this Attachment by Business Associate,Covered Entity shall either: (i) Provide an opportunity for Business Associate to cure the breach and end the violation within a reasonable time designated by Covered Entity (but not more than thirty (30) days), and terminate this Attachment and the Services Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; (ii) Immediately terminate this Attachment and the Services Agreement if Business Associate has breached a material term of this Attachment and Covered Entity has determined that cure is impossible; or 10 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. (iii) If Covered Entity has determined that neither termination nor cure is feasible, Covered Entity may report the violation to the Secretary. C. Effect of Termination. (i) Upon termination of this Attachment for any reason, Business Associate shall return all PHI to Covered Entity or destroy all PHI to the extent Covered Entity does not request its return.This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. To the extent PHI is returned to Covered Entity,Covered Entity shall be entitled to receive such PHI in electronic or paper-based form,as it elects. Business Associate shall retain no copies of PHI. (ii) In the event that Business Associate reasonably determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible. Business Associate shall extend the protections of this Attachment to such PHI and limit further Uses and Disclosures of PHI to those purposes that make the return or destruction infeasible,for so long as Business Associate maintains the PHI. (iii) The respective rights and obligations of Business Associate as set forth in this Section S.C. of this Attachment shall survive the termination of the Services Agreement. 6.Miscellaneous. A. Regulatory References. A reference in this Attachment to a section in the HIPAA Rules means the section as in effect or as amended,and as of its applicable compliance date. B. Changes to this Attachment.The parties agree to negotiate in good faith to amend this Attachment or the Services Agreement as necessary to comply with any changes in the HIPAA Rules. If, within sixty(60) Business Days after Business Associate receives a proposed amendment for this purpose from Covered Entity,the parties are unable in good faith to reach agreement on its terms,either party may terminate the Services Agreement and this Attachment by written notice to the other. C. Interpretation; Severability. Any ambiguity in this Attachment shall be resolved to permit the parties to comply with the HIPAA Rules. This Attachment has been negotiated by the Parties at arm's-length and each Party has had an opportunity to modify the language herein. Accordingly, this Attachment shall be treated as having been drafted equally by the Parties and the language shall not be construed against either Party. If any provision of this Attachment is held invalid or unenforceable,such provision's invalidity or unenforceability shall not affect any other provisions, and this Attachment shall be construed and enforced as if such provision had not been included. D. Status of Parties. CVS/caremark is an independent contractor of Covered Entity. Nothing in this Attachment shall be construed to create a joint venture, partnership,or agency. No employee or agent of CVS/caremark shall be deemed to be an employee or agent of Participating Group or Covered Entity,and no employee or agent of Participating Group or Covered Entity shall be deemed to be an employee or agent of CVS/caremark. I1 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. E. Standard Transactions. Business Associate and Covered Entity acknowledge that it may be the trading partner of the other under the HIPAA Transaction Rule, which provides for certain Transaction standards for the transfer of data between trading partners. F. Notices and Reports. Any notice or report required by this Attachment to be given or delivered shall be in accordance with Section 12.9 of the Master Agreement. 12 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CVS/CAREMARK. 1111, All responses provided in this document contain confidential information that is proprietary to, and constitutes trade secrets of, CVS Health. CVS Health's trade secret and/or proprietary information is exempt from disclosure under applicable public records laws. PRESCRIPTION BENEFIT SERVICES AGREEMENT This Prescription Benefit Services Agreement (the "Agreement"), dated as of January 1, 2017 (the "Effective Date"), is by and among CaremarkPCS Health, L.L.C., a Delaware limited liability company ("CVS/caremark") Health Action Council, a not for profit corporation, with offices located at 6133 Rockside Rd Suite 210 Independence, OH 44131 ("HAC") and The Cooperative Council of Governments, an Ohio nonprofit corporation organized as a regional council of governments under Chapter 167 of the Ohio Revised Code ("CCOG"). CVS/caremark, HAC and CCOG are hereinafter referred to collectively as the "Parties" and individually as a "Party". Upon execution of a Participating Group Addendum, a Participating Group becomes a Party to this Agreement and becomes included in the term"Parties". WHEREAS: HAC is arranging for CVS/caremark to provide prescription benefit management, disease management and specialty pharmacy services for Participating Groups. WHEREAS: HAC endorses two pharmacy benefit management organizations. WHEREAS: CCOG acts as a public sector contract holder for Sourcing Alliance, a not-for-profit collaboration of various group purchasing organizations and contract holders including CCOG ("Sourcing Alliance"), and negotiates discounted purchasing arrangements for certain Participating Groups, through a (111/9 public sector procurement process. WHEREAS: The CCOG Board of Directors authorizes Collaborent Group Ltd., an Ohio limited liability company("Collaborent"),to act as the duly authorized agent of CCOG to manage the procurement, marketing, sales, reporting, and financial activities, for, and on behalf of CCOG and Sourcing Alliance, to facilitate group purchasing activities. WHEREAS: CCOG, Collaborent and Sourcing Alliance fully endorse HAC efforts to arrange prescription benefit management, disease management and specialty pharmacy services and offers access to this Agreement through Sourcing Alliance. WHEREAS: CVS/caremark agrees to be one of two endorsed pharmacy benefit management organizations. WHEREAS: Each Participating Group has established one or more health benefit plans (as defined below, a "Plan") governed by either ERISA or other legal authority and desires to retain CVS/caremark to provide certain prescription benefit management, disease management and specialty pharmacy services with respect to the Participating Group's Plan(s),and. WHEREAS: CVS/caremark desires to provide such services pursuant to the terms and conditions of this Agreement. Now,therefore, in consideration of the mutual promises set forth herein,the Parties hereto agree as follows: 1. Definitions. 1 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 1.1 "Advanced Choice Network" means a national narrow network that includes most major chains and independent pharmacies. The Advanced Choice Network is available only to self-insured employer plans that are governed by ERISA. Each Participating Group that elects the Advanced Choice Network pricing option acknowledges and agrees that such Participating Group is a self- insured employer plan governed by ERISA. Implementation of this network requires evaluation of each Participating Group's claims distribution and Plan design to determine eligibility. Implementation of the Advanced Choice Network requires a minimum 60 day advance notice and may be limited by applicable Law. 1.2 "Advanced Control Formulary" or "ACF" means CVS/caremark's advanced control formulary as created, maintained and amended by CVS/caremark from time to time, which (a) has been approved by CVS/caremark's Pharmacy and Therapeutics Committee and (b) the Advanced Control Formulary represents a formulary that CVS/caremark recommends that its clients adopt as the Plan formulary. 1.3 "Advanced Control Specialty Formulary" or "ACSF" is an advanced control formulary for Specialty Drugs as described in Section 2.7(e). 1.4 "AWP" means the "average wholesale price" for a prescription drug on the fill date with no exceptions, unless mutually agreed in advance with HAC (in writing), from the most current pricing information provided to CVS/caremark by the Medi-Span Prescription Pricing Guide (with supplements). In the event the Medi-Span Drug Database is no longer available (e.g. because it is no longer published; Medi-Span ceases doing business), HAC and CVS/caremark will mutually agree, through written amendment to the Agreement, on a new standard for determining the source • of AWP. The standard package size applicable to a Mail Service Pharmacy shall mean the actual 11-digit "National Drug Code" (NDC) of the package size used to fulfill the quantity dispensed. The standard package size applicable to a Participating Pharmacy shall be the actual 11-digit NDC package size dispensed as reported by the Participating Pharmacy to CVS/caremark. 1.5 `Biosimilar" means a biological product that is highly similar to a biological product already approved by the FDA (i.e. Reference Product) and is licensed and approved by the FDA as a Biosimilar notwithstanding minor differences in clinically inactive component but otherwise no meaningful differences between the biologic product and the reference products in terms of safety, purity and potency of the product. 1.6 "Brand Drug" means prescription drugs whose multisource code field contains an "M" (co- branded product), "N" (single source brand) or an "0" (originator brand) using the Medi-Span Master Drug Database (Medi-Span) indicators, and their associated files (subject to Section 2.14 (Drug Classification) of this Agreement). In limited circumstances, CVS/caremark may override the M,N,or 0 indicators and may deem the drug to be a Generic Drug for adjudication after review of additional information supplied by Medi-Span and their associated files. When this occurs, the override is applied as a standard across CVS/caremark's book of business. CVS/caremark will only change a Brand Drug to a Generic Drug. CVS/caremark will provide HAC with a list of the drugs where the indicators are overridden as part of the scope of the HAC Claims Audit. 1.7 "Change in Law" means any (i) change in or adoption of any Law, (ii) change in the judicial or administrative interpretation of any Law, or (iii) change in the enforcement of any Law, in each case occurring after the date this Agreement is executed by CVS/caremark,HAC and CCOG. 410 2 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 1.8 "Claims" means those prescription drug claims processed through CVS/caremark's on-line claims adjudication system or otherwise transmitted or processed in accordance with the terms of this Agreement in connection with each Participating Group's Plan, including claims in which the Plan Participant pays the full cost and the Plan has no cost liability, but does not include claims that are rejected due to system edits designed to enforce Participating Group pharmacy benefit programs or reversed from the claim payment system. A Claim will not be classified as a Brand Drug Claim for one purpose and a Generic Drug Claim for another purpose under the Agreement. 1.9 "Commencement Date" means the initial date a Participating Group has contracted with CVS/caremark under this Agreement by signing a Participating Group Addendum. 1.10 "Confidential Information" means, any trade secrets or confidential or proprietary information relating to the business of CVS/caremark, HAC, CCOG or Participating Group, including, but not limited to, information regarding contracts, audit results, SAS70 reports, pricing, finances, discounts or Rebates; manuals; computer programs, systems and capabilities; databases, innovations and copyrighted materials; the value of which might be lost if the proprietary nature or confidentiality of such Confidential Information is not maintained and specifically includes but is not limited to the terms and conditions of this Agreement including any and all of the contents of Exhibit A. "Confidential Information" does NOT include Protected Health Information, the use and disclosure of which is governed by terms and conditions of the Business Associate Obligations agreed to by CVS/caremark and Participating Group,a model of which is included in Attachment 1 to Exhibit E of this Agreement. 1.11 "Contract Year" means the full twelve (12) month period commencing on the Effective Date and • each full consecutive twelve (12) month period thereafter that this Agreement remains in effect; provided, however, that with respect to Participating Groups with a Commencement Date after January 1, 2017, the first Contract Year will be the period from such Participating Group's Commencement Date until the end of that calendar year and each full consecutive twelve (12) month period thereafter that this Agreement remains in effect. Any Contract Year that is six (6) months or less shall be reconciled at the same time as the adjacent full Contract Year and results of the financial guarantee reconciliation for six(6) months or less Contract Year and the full Contract Year will be offset. 1.12 "Cost Share" means the amount which a Plan Participant is required to pay for a Prescription in accordance with the PDD, which may be a deductible, a percentage of the Prescription price, a fixed amount and/or other charge or penalty. 1.13 "Covered Drug" means a drug which requires a Prescription and which is covered under the Elected Formulary adopted by the Plan pursuant to Section 2.7 of this Agreement. 1.14 "CVS/caremark Extended Days' Supply (EDS)-90 Network" means a 90 day network comprised of many major chains and independent pharmacies. CVS/caremark EDS-90 Network pricing is applicable for non-Specialty Drug Claims equal to or greater than Participating Group's qualified retail Plan design limits and filled by a CVS/caremark EDS-90 Network Pharmacy. Claims up to the Participating Group's retail days' supply Plan design limits can be filled at any Participating Pharmacy. Claims greater than Participating Group's retail days' supply Plan design limits shall only be filled by a CVS/caremark EDS-90 Network Pharmacy. Implementation of Maintenance Choice and/or a mandatory Plan design prohibits the implementation of this offering. • 3 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 1.15 "CVS/caremark National Network" means a national network of Participating Pharmacies providing Participating Groups with the access described in Exhibit C-1 or C-2, as applicable (Performance Guarantees). 1.16 "Custom Network" is a custom network developed for this Agreement, which in this case is the CVS/caremark National Network with the exclusion of the National pharmacy chain Walgreens, and which is available only to Participating Groups enrolled in the Custom Network as of January 1, 2016. The Custom Network is available to self-insured employer plans that are governed by ERISA. Each Participating Group that elects the Custom Network pricing option acknowledges and agrees that such Participating Group is a self-insured employer plan governed by ERISA. Implementation of this network requires evaluation of each Participating Group's claims distribution and Plan design to determine eligibility. This network is subject to compliance with Any Willing Provider laws, and Participating Group may not be eligible for the Custom Network. Implementation of the Custom Network requires a minimum 60 day advance notice and may be limited by applicable Law. 1.17 "Drug Interchange" means any substitution initiated by CVS/caremark of a Covered Drug for a clinically comparable Covered Drug that is not a preferred Brand Drug. Drug Interchange shall not include any substitution initiated by CVS/caremark that is (i) due to a drug utilization review; (ii) due to Plan Participant safety reasons; (iii)due to market unavailability of the originally prescribed drug; (iv)a Generic Drug substitution of a Brand Drug; or(v)due to the originally prescribed drug not being a Covered Drug. 1.18 "Elected Formulary"means one of the following CVS/caremark formulary options, as elected by • Participating Group in accordance with Section 2.7 of this Agreement and the Participating Group Addendum: (a) the standard CVS/caremark PDL, as in effect from time to time, (b) the Advanced Control Formulary, as in effect from time to time, or (c) the Value Formulary, as in effect from time to time. 1.19 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and binding guidance promulgated thereunder. 1.20 "Exclusive Choice Network" means a narrow network that consists of all CVS/pharmacy and Wal-Mart retail pharmacies as well as selected independent pharmacies. The discounts offered for this network apply to day supply from one to ninety, and therefore this network cannot be combined with other 90 day networks such as mandatory mail, Maintenance Choice or CVS/caremark EDS-90 Network. Implementation of this network requires evaluation of Participating Group's Claims distribution and Plan and Plan design to determine eligibility. The Exclusive Choice Network is available only to self-insured employer plans that are governed by ERISA. Each Participating Group that elects the Exclusive Choice Network pricing option acknowledges and agrees that such Participating Group is a self-insured employer plan governed by ERISA. Implementation of Maintenance Choice and/or a mandatory Plan design prohibits the implementation of this offering. 1.21 "Explanation of Benefits" or "EOB" means a report to a Plan Participant that shows Prescription history and costs during a specific time frame. 1.22 "Generic Drug" means a prescription drug whose multisource code field in Medi-Span contains a "Y" (generic) using the Medi-Span Master Drug Database (Medi-Span) indicators, and their S 4 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • associated files (subject to Section 2.14 (Drug Classification) of this Agreement). In limited circumstances, CVS/caremark may override the M,N or 0 indicators and may deem the drug to be a Generic Drug after review of additional information supplied by Medi-Span and their associated files. When this occurs, the change is applied as a standard across CVS/caremark's book of business. CVS/caremark will only change a Brand Drug to a Generic Drug. CVS/caremark will provide HAC with a list of the drugs where the indicators are overridden as part of the scope of the HAC Claims Audit. 1.23 "Generic Effective Rate" means the total aggregated discounted ingredient cost prior to the application of Cost Share of Generic Drug Claims during a specified time period divided by the total AWP associated with same Generic Drug Claims, excluding generic compounds and other allowed exclusions,during the time period. 1.24 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations and binding guidance promulgated thereunder. 1.25 "Initial Contract Term" means the first three (3) year period starting with the Commencement Date under the Participating Group Addendum unless otherwise agreed to in the Participating Group Addendum. 1.26 "Law" means any applicable federal, state, or local constitution, charter, act, statute, law, ordinance, code, rule, regulation, order, or other legislative or administrative action of the United States of America,or any State, or any agency,department,authority,political subdivision or other instrumentality thereof or a decree or judgment or order of a court. • 1.27 "Losses" means reasonable claims (not drug Claims), liabilities, demands, damages, losses, costs or expenses of any kind,including,without limitation,reasonable attorneys' fees and expenses. 1.28 "Mail Service Pharmacy" means a pharmacy, owned and operated by CVS/caremark, which dispenses new or refill Prescriptions through the mail upon receipt from a Plan Participant of(i) a Prescription and a completed order or refill order form, and(ii) any applicable Cost Share, subject to Section 2.1 below. 1.29 "Maintenance Choice" means a trademark name of a convenience service of CVS/caremark and any successor marketing terms, trademark name or colloquial term used by the general population to describe the Maintenance Choice Program outlined in Exhibit I where a Plan Participant picks up a Maintenance Choice Prescription(as defined in Exhibit I)at any CVS retail pharmacy. 1.30 "Manufacturer Administrative Fee" has the meaning set forth in Section 8.4 (Disclosure of Manufacturer Fees). 1.31 "Maximum Allowable Cost" or "MAC" means the unit price that has been established by CVS/caremark for a Generic Drug included on its MAC drug list developed for Participating Groups, which may be amended from time to time by CVS/caremark. Each Participating Group acknowledges that the MAC list applicable to the Participating Group is not the same as the MAC list published by the Centers for Medicare and Medicaid Services (formerly known as the Health Care Financing Administration, or"HCFA MAC"). A copy of MAC drug list shall be provided to HAC annually, upon request. The same MAC list will be used for each Participating Group. Participating Group shall receive a copy of the MAC drug list, upon execution of its Participating • 5 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Group Addendum and upon Participating Group's reasonable request. MAC shall be updated by CVS/caremark in its sole discretion. The same MAC list will be used for both Participating Pharmacy and Mail Service Pharmacy Claims(i.e. exact same number of drugs, exact same drugs). The Mail Service Pharmacy and Maintenance Choice MAC list price points for individual drugs/Generic Drug class numbers shall be equal to or less (i.e., more deeply discounted) than the Participating Pharmacy MAC price points for the same drugs/Generic Drug class numbers. At Participating Pharmacies, in no event shall adjudicated MAC rate exceed the Usual & Customary charge or discounted AWP. For mail Service Claims and Maintenance Choice Claims the adjudicated MAC rate will not exceed the discounted AWP. 1.32 "Non-Reinvested Rebates" are described in Section 3.A. of Attachment A-1 to Exhibit A (Financial Terms). 1.33 "Overall Effective Discount" or ("OED") means the total aggregated discounted ingredient cost prior to the application of Cost Share of Specialty Drug Claims during a specified time period divided by the total AWP associated with same Specialty Drug Claims, excluding allowed exclusions,during the time period. 1.34 "Participating Group" means a member of HAC which elects for prescription drug benefits through HAC under this Agreement, provided, however, that "Participating Group" shall in no event mean any group which enters into an independent contract with CVS/caremark for the provision of prescription services to members of that group. Participating Group is required to execute a Participating Group Addendum. • 1.35 "Participating Group Addendum" or "PGA" means the separate terms agreed to by CVS/caremark and Participating Group,a template for which is set forth as Exhibit E. 1.36 "Participating Pharmacy" means a retail pharmacy that participates in the CVS/caremark network selected by Participating Group pursuant to an agreement between the retail pharmacy and CVS/caremark. 1.37 "PDL", means CVS/caremark's formulary and includes the "Performance Drug List" and the Prescribing Guide, and is a ranking of Covered Drugs into preferred and non-preferred tiers, as created, maintained and amended by CVS/caremark from time to time, which (a) has been approved by CVS/caremark's Pharmacy and Therapeutics Committee and (b) the PDL represents the formulary that CVS/caremark recommends that its clients adopt as the Plan formulary. 1.38 "Pharmacy and Therapeutics Committee" or "P&T Committee" means the committee formed by CVS/caremark that reviews and approves Food and Drug Administration(FDA)approved drugs for inclusion on the CVS/caremark drug lists/formularies based on safety and efficacy. The P&T Committee also reviews and approves all CVS/caremark-administered utilization management programs (prior authorization, step therapy, quantity limits, Specialty Guideline Management, indications for use table)and advises on other clinical programs for clinical appropriateness. 1.39 "Plan" means the health benefit plan(s) governed by ERISA or other legal authority sponsored by Participating Group of which the prescription drug benefit is a part as determined, adopted and amended from time to time by the plan sponsor. • 6 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 1.40 "Plan Design Document" or "PDD" means various documents or forms, including implementation forms, clinical management forms, clinical utilization and/or other documents, prepared by CVS/caremark and approved in writing by Participating Group that may be modified by Participating Group, from time to time, in accordance with this Agreement, which documents the relevant parts of each Participating Group's Plan for prescription drug benefits and clinical programs adopted by Participating Group which is used by CVS/caremark to provide Services under this Agreement. 1.41 "Plan Participant" means each individual who a Participating Group identifies in the eligibility file to be eligible for prescription drug benefits under its Plan. 1.42 "PPACA" means the Patient Protection and Affordable Care Act, as amended and the regulations and binding guidance promulgated thereunder. 1.43 "Prescriber"means a health care practitioner licensed or authorized by Law to issue an order for a prescription drug. 1.44 "Prescribing Guide"means the CVS/caremark Prescribing Guide,as modified and published from time to time, and which has been approved by CVS/caremark's Pharmacy and Therapeutics Committee. 1.45 "Prescription" means a lawful written, electronic, facsimile or oral order for a prescription drug from a Prescriber. • 1.46 "Protected Health Information" or "PHI" shall have the meaning given such term at 45 C.F.R. 160.103, but limited to that information created or received by CVS/caremark in its capacity as a pharmacy benefit manager(and not as a Mail Service Pharmacy or other health care provider) on behalf of the Plan. 1.47 "Rebates" means the formulary rebates, including base and market share rebates, collected by CVS/caremark in its capacity as a group purchasing organization for the Plan from pharmaceutical companies that are attributable to the utilization of single source Brand Drugs by Plan Participants of Participating Groups,as provided within each financial offer in Attachment A-1 to Exhibit A. 1.48 "Services" means the prescription drugs, including biotech, biological and/or other Specialty Drugs,and all related products and services provided by CVS/caremark under this Agreement. 1.49 "Specialty Connect" means the trademark name of a convenience offering of CVS/caremark and any successor marketing terms, trademarked description or colloquial term used by the general population to describe the process where a Plan Participant picks up prescribed Specialty Drugs at any CVS retail pharmacy or any future CVS health owned entity able to dispense a Specialty Drug to a Plan Participant. 1.50 "Specialty Drugs" means the exact list of medications and corresponding National Drug Code ("NDC") number in Exhibit D, which NDC codes may be amended or supplemented from time to time by CVS/caremark if the manufacturer releases new versions of the same medication such as different package sizes, or similar formulations, to the same product, that are pharmaceuticals, biotech or biological drugs used in the management of specific chronic or genetic disease or that • otherwise require special handling,distribution,administration,monitoring or patient education and 7 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK 411 counseling. Exhibit D may be amended by CVS/caremark from time to time provided that any additions must be consistent with this definition and either: (i)existing drugs that have changes mandated by the FDA and/or manufacturer in distribution,administration or other requirements;(ii) new market entry drugs with an AWP greater than $600 for a thirty (30) day supply and an FDA start marketing date after November 20, 2015; (iii)have demonstrated need of special handling, distribution, administration, monitoring or patient education and counseling; or (iv) have been reviewed and approved by HAC. 1.51 `Total Drug Spend" means the sum total of Generic Drugs, Brand Drugs, Specialty Drugs and Compound Drugs plus Dispensing Fees before application of Plan Participant's Cost Share. 1.52 "Usual and Customary" or "U&C" means a Participating Pharmacy's usual selling price for a prescription drug if the product were not eligible for coverage under the Plan. 1.53 "Value Formulary" means CVS/caremark's restrictive, closed formulary and that addresses all disease states and drug classes. It includes generics and select preferred, therapeutically necessary brands, which formulary is created, maintained and amended by CVS/caremark from time to time, and which (a) has been approved by CVS/caremark's Pharmacy and Therapeutics Committee and (b) the Value Formulary represents a formulary that CVS/caremark recommends that its clients adopt as the Plan formulary. 1.54 "Zero Balance Due" or "ZBD" Claim means the full cost of a Claim is covered by a Plan Participant's Cost Share,which results in a zero balance due to the Participating Group. • 2. CVS/caremark Services. CVS/caremark shall provide the Services in a manner consistent with the PDD and the terms of this Agreement, including the terms of each Participating Group Addendum for the respective Participating Group. CVS/caremark may make changes to the Services from time to time and may use Claims information to improve or recommend additional Services to Participating Group provided such changes do not materially alter any of the provisions of this Agreement(i.e., this clause does not apply to pricing unless the Agreement provides a right to such change). 2.1 Claims Processing. (a) On-Line Claims Processing. CVS/caremark will perform Claims processing services for products dispensed by Participating Pharmacies and CVS/caremark's mail and specialty pharmacies. CVS/caremark will perform drug utilization services, as described in Section 2_9 of this Agreement, for each Claim submitted by Participating Pharmacies, and CVS/caremark's mail and pharmacies and other specialty pharmacies. (b) Submitted Paper Claims. To the extent authorized by the Participating Group PDD, CVS/caremark will process Claims submitted by Plan Participants directly to CVS/caremark consistent with CVS/caremark's standard procedures and for the fees set forth in Exhibit A. 2.2 Mail Service Pharmacy. CVS/caremark shall be Participating Group's exclusive Mail Service Pharmacy,and shall provide the following products and services: (a) Provide Plan Participants with CVS/caremark's standard informational materials explaining the Mail Service Pharmacy and the forms that must be used to utilize the Mail Service Pharmacy; • 8 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • (b) Dispense through its Mail Service Pharmacy new or refill Prescriptions upon receipt from a Plan Participant and/or Prescriber of(i)a Prescription and a completed order or refill order form and(ii)any applicable Cost Share; (c) Fill Prescriptions subject to the professional judgment of the dispensing pharmacist, good pharmacy practices in accordance with local community standards, and product labeling and guidelines; (d) Provide certain utilization management and clinical services as described in this Agreement; and (e) Ship all drugs to Plan Participants via U.S. Postal Service or other appropriate carriers consistent with CVS/caremark's standard policies to the address provided by Participating Group and/or the Plan Participant. Standard shipping costs are included in the dispensing fees described in Exhibit A. In the event Plan Participant requests expedited shipping, additional charges may apply. CVS/caremark shall not be liable to either Participating Group or Plan Participant for any delay in delivery resulting from circumstances beyond CVS/caremark's reasonable control as set forth in Section 12.4. 2.3 Participating Pharmacy Network. CVS/caremark contracts with Participating Pharmacies, which are independent contractors, to provide prescription drugs and related products and services with respect to the Plan. CVS/caremark shall in accordance with the retail network agreement between CVS/caremark and Participating Pharmacies: (a) Require Participating Pharmacies to service Plan Participants during their normal business hours,in all applicable geographic areas; • (b) Include in its retail network agreements that Participating Pharmacies must comply with CVS/caremark's terms and conditions applicable to participation in the retail pharmacy network in effect as may be amended from time to time; (c) Provide information to Participating Pharmacies concerning drug interaction, safety edits, and information relating to Generic Drug substitution and therapeutic intervention programs selected by Participating Group; (d) Direct Participating Pharmacies to collect from Plan Participants the lowest of the applicable Cost Share,the discounted price pursuant to Attachment A-1 to Exhibit A or the U&C; (e) Provide and maintain toll free telephone access ("Pharmacy Help Desk") to Participating Pharmacies to address Claim submission and clinical drug utilization review issues. The Pharmacy Help Desk shall be available twenty-four (24) hours a day, seven (7) days a week and three hundred sixty-five(365)days a year; (f) Maintain a database of Participating Pharmacies so that Plan Participants and Participating Group may locate a Participating Pharmacy using the CVS/caremark website; (g) Be solely responsible for payment to Participating Pharmacies of the charge for Prescriptions dispensed (exclusive of Cost Shares), provided that the foregoing shall not release Participating Group from any payment obligation to CVS/caremark under this Agreement; (h) Upon Participating Group's reasonable request, CVS/caremark agrees to approach certain • retail pharmacies not in its CVS/caremark National Network for the purpose of joining the 9 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • CVS/caremark National Network pursuant to terms and conditions acceptable to CVS/caremark;and (i) CVS/caremark will provide CVS/caremark National Network, Advanced Choice Network, Custom Network, Exclusive Choice Network and CVS/caremark Extended Days' Supply (EDS)-90 Network options for qualified Participating Groups as set forth in Attachment A- 1 to Exhibit A. (j) Include every CVS retail pharmacy,including Target Stores,as a Participating Pharmacy in the network and apply the same standards of a Participating Pharmacy to all CVS retail pharmacies. 2.4 Participating Pharmacy Audit. (a) Periodic Audit. CVS/caremark will conduct periodic on-site and off-site audits of CVS/caremark selected Participating Pharmacies to verify the Participating Pharmacy's compliance with its Participating Pharmacy network agreement with CVS/caremark ("Periodic Audits"). Such Participating Pharmacies will include Participating Pharmacies that are used by Plan Participants. CVS/caremark will have the sole right to audit Participating Pharmacies. Such audits shall include a daily review of Claims greater than one thousand dollars($1,000). (b) Audit of CVS/retail pharmacy: CVS/caremark will conduct, using an independent third party, an annual on-site and off-site audits of at least five (5) CVS/retail pharmacies to verify CVS/retail pharmacies' compliance with the CVS/caremark Participating Pharmacy • network agreement ("CVS/retail Audit") at its own expense. The audit will include CVS/retail pharmacies that are used by Plan Participants. Such audit shall include a daily review of Claims greater than one thousand dollars($1,000). CVS/caremark shall conduct an audit using an outside party to ensure the services provided by CVS/retail pharmacies are in compliance with this Agreement and shall provide the audit results to HAC upon request. (c) Audit Discrepancies. To the extent CVS/caremark determines, as the result of its Periodic Audits of Participating Pharmacies and CVS/retail Audit that Participating Pharmacies that are utilized by Participating Group's Plan Participants have not billed amounts in accordance with CVS/caremark's Participating Pharmacy network agreement ("Audit Discrepancies"), CVS/caremark will make commercially reasonable attempts to reconcile such Audit Discrepancies. In the event the Audit Discrepancy has a financial impact to Participating Group, CVS/caremark will reconcile Participating Group's invoice based upon recovered Audit Discrepancies. Participating Group will receive 100% of recovered Audit Discrepancies. CVS/caremark will notify Participating Group of any Audit Discrepancy that has impacted Participating Group's financial obligation to CVS/caremark by greater than $1,000 that CVS/caremark determines to be reasonably uncollectible by CVS/caremark. Participating Group acknowledges and agrees that CVS/caremark may,but is not required to,initiate any collection action to collect any Audit Discrepancies against a Participating Pharmacy. In the event CVS/caremark initiates a collection action against a Participating Pharmacy for any Audit Discrepancy, CVS/caremark may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action. CVS/caremark agrees that any Audit Discrepancies in the CVS/retail Audit are 100%collectible and may not be offset by any costs for any reason. Such expenses will be allocated among every CVS/caremark client, including Participating Groups and non- e 10 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Participating Groups, affected or impacted on a prorated basis against the amount of the recovery. CVS/caremark's obligation to conduct Periodic Audits and CVS/retail Audits and to attempt collection and reconciliation, as described, will be CVS/caremark's sole obligation with respect to remedying Audit Discrepancies. 2.5 Implementation. (a) In consultation with Participating Group, and/or Participating Group designee, CVS/caremark shall develop a mutually agreeable implementation project plan. The implementation project plan will be designed to ensure that Services will be performed for Participating Group's Plan(s)starting on,or prior to the Commencement Date. (b) Subject to timely receipt of a refill file in a format acceptable to CVS/caremark or receipt of Prescription, CVS/caremark shall begin filling Prescriptions through its Mail Service Pharmacies as of the Participating Group Commencement Date. (c) CVS/caremark will make available electronically, at no additional costs, to Participating Group implementation kits for distribution to Plan Participants. The implementation kits will include the following materials: (a) introductory cover letter; (b) two (2) standard identification cards for use within the Participating Pharmacy network which shall include an agreed upon logo and CVS/caremark's name and toll free number; (c) a standard Participating Group benefit brochure; (d) mail service order form; (e) paper Claim reimbursement form, if applicable; and (f) formulary brochure, if applicable. At Participating Group's expense and election, CVS/caremark may prepare printed information, materials or envelopes for mailing such information to Plan Participants. If the Participating Group chooses to have CVS/caremark prepare envelopes for mailing kits 411 to Plan Participants, Participating Group must provide a data tape containing Plan Participant address information in a mutually acceptable format. Individual Plan Participant mailings will be at Participating Group's expense. (d) Implementation kit materials will include an agreed upon logo. Any other customized material requested by Participating Group shall be subject to an additional charge. CVS/caremark will provide Participating Group an estimate of any additional charges relating to any customized material that is requested by Participating Group prior to CVS/caremark providing such materials. (e) For new Participating Groups, upon Participating Group's reasonable request, CVS/caremark will provide account and information team on-site support during the initial implementation meetings to assist in issue identification,escalation and resolution. 2.6 Eligibility. Subject to timely provision of complete and accurate eligibility data by Participating Group to CVS/caremark in a format acceptable to CVS/caremark, CVS/caremark shall maintain such eligibility data provided by Participating Group. 2.7 Formulary Management. (a) As designated in each Participating Group's Participating Group Addendum, Participating Group hereby adopts, as part of the Plan design and as its Elected Formulary, one of the following: (i) the standard CVS/caremark PDL, as in effect from time to time, subject to the terms of paragraph(b)below; (ii) the Advanced Control Formulary, as in effect from time to time, subject to the terms of paragraph(c)below;or • 11 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • (iii) the Value Formulary,subject to the terms of paragraph(d)below. (b) Standard CVS/caremark PDL: The following terms apply to the Participating Groups adopting the standard CVS/caremark PDL: (i) Participating Group adopts, as part of its Plan design and as its Elected Formulary, the standard CVS/caremark PDL and has the option to either(x)accept the list of drugs that CVS/caremark has designated as excluded from coverage under the PDL as described in subsection (b)(iii) below (referred to as the "CVS/caremark PDL with exclusions") or (y) not accept the list of drugs that CVS/caremark has designated as excluded from coverage under the PDL in subsection(b)(iii)below(referred to as the"CVS/caremark PDL without exclusions.") The Parties acknowledge that Plan Participant and Prescriber materials prepared by CVS/caremark that list drugs excluded from the standard CVS/caremark PDL may be labeled as "Formulary Exclusions" or"Formulary Drug Removals." The standard CVS/caremark PDL with exclusions and the CVS/caremark PDL without exclusions are collectively referred to herein as the PDL,except as expressly noted. (ii) Changes made by CVS/caremark to the PDL may be based upon, among other things, the introduction of new products, customer safety, clinical appropriateness, efficacy, cost effectiveness, changes in availability of products, new clinical information and other considerations, changes in the pharmaceutical industry or its practices, introduction of new Generic Drugs, new legislation and regulations. CVS/caremark shall use reasonable efforts to provide HAC and Participating Group with thirty (30) day notice prior to the addition, removal or movement within tiers of a drug on the PDL, which may • include but not limited to, movement of a drug from a preferred to a non-preferred tier, or vice versa. In the event of PDL tier change CVS/caremark agrees to use reasonable effort to communicate tier change to negatively impacted Plan Participants. The Parties acknowledge that CVS/caremark may add to the PDL new drugs to the market, or line- extensions of certain drugs. In the event safety concerns or regulatory action require CVS/caremark to remove a drug sooner,CVS/caremark shall notify HAC and Participating Group of the removal of a drug from the PDL within five(5)business days. (iii) With regards to any drugs CVS/caremark may not identify as a Covered Drug, or remove from the PDL (the "exclusions"), CVS/caremark may make such decisions based upon, among other things, new products, customer safety, clinical appropriateness, efficacy, cost effectiveness, changes in availability of products, new clinical information and other considerations, changes in the pharmaceutical industry, introduction of new Generic Drugs, new legislation and regulations. CVS/caremark agrees, however, (x) that drugs shall be removed/excluded from the PDL once per calendar year; and(y) to provide HAC and Participating Group preliminary notice of removal/exclusion by therapeutic class of drug in July of each calendar year, with the actual list of excluded drugs provided thereafter in August of each calendar year. In the event of a removal/exclusion of a drug from the PDL (excluding a tier change) CVS/caremark agrees to provide targeted communications to negatively impacted Plan Participants at least forty-five(45)days prior to the date of removal. (iv) Participating Groups adopting the CVS/caremark PDL also have the option to adopt, as part of the Plan design and as Participating Group's Elected Formulary, CVS/caremark's Advanced Control Specialty Formulary (as defined and described in paragraph(e)below. • 12 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • (c) Advanced Control Formulary. The following terms apply to the Participating Groups adopting the Advanced Control Formulary: (i) Participating Group adopts, as part of its Plan design and as its Elected Formulary, the Advanced Control Formulary. Changes made by CVS/caremark to the Advanced Control Formulary may be based upon, among other things, the introduction of new products, customer safety, clinical appropriateness, efficacy, cost effectiveness, changes in availability of products, new clinical information and other considerations, changes in the pharmaceutical industry or its practices, introduction of new Generic Drugs, new legislation and regulations. CVS/caremark shall provide quarterly updates to HAC and Participating Group regarding any additions, removals or movement within the tiers of the Advanced Control Formulary and use reasonable efforts to provide HAC and Participating Group with thirty(30)day notice prior to the addition, removal or movement within tiers of a drug on the Advanced Control Formulary, which may include but not limited to, movement of a drug from a preferred to a non-preferred tier, or vice versa. CVS/caremark agrees to use reasonable efforts to communicate tier changes to negatively impacted Plan Participants. The Parties acknowledge that CVS/caremark may add to the Advanced Control Formulary new drugs to the market, or line-extensions of certain drugs after CVS/caremark's P&T Committee has evaluated such drug and recommends such drug should be added to the Advanced Control Formulary. In the event safety concerns or regulatory action require CVS/caremark to remove a drug sooner, CVS/caremark shall notify HAC and Participating Group of the removal of a drug from the Advanced Control Formulary within five(5)business days. • (ii) With regards to any drugs CVS/caremark may not identify as a Covered Drug, or remove/exclude from the Advanced Control Formulary, CVS/caremark may make such decisions based upon, among other things, new products, customer safety, clinical appropriateness, efficacy, cost effectiveness, changes in availability of products, new clinical information and other considerations, changes in the pharmaceutical industry, introduction of new Generic Drugs, new legislation and regulations. HAC and Participating Group each acknowledge and agree. CVS/caremark (i) may remove/exclude or add drugs from or to the Advanced Control Formulary from time to time; and (ii) will provide HAC and Participating Group quarterly notification of any changes to the Advanced Control Formulary. In the event of a removal of a drug from the Advanced Control Formulary, CVS/caremark agrees to provide targeted communications to negatively impacted Plan Participants prior to the date of removal. (d) Value Formulary: The following terms apply to the Participating Groups adopting the Value Formulary: (i) Participating Group adopts, as part of its Plan design and as its Elected Formulary, the Value Formulary. The Value Formulary is a restrictive,closed formulary and addresses all disease states and drug classes. HAC and Participating Group each acknowledge and agree that under the Value Formulary most major drug classes shall only include generic drugs and only select drug classes may include brand-name drugs when clinically necessary. Notwithstanding anything to the contrary in the Agreement, HAC and Participating Group each further acknowledge and agree that CVS/caremark reserves the right to supplement, revise, modify or amend the Value Formulary from time to time and may remove drugs from the Value Formulary quarterly with advance noticed as noted • 13 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • herein. Participating Group hereby directs CVS/caremark to implement, as CVS/caremark believes necessary, certain prior authorizations, step therapy edits, and quantity limits to appropriately promote generic alternatives under the Value Formulary. CVS/caremark will communicate with Plan Participants and prescribing physicians regarding the Value Formulary. Such communications may include, but not be limited to, (a) pre- implementation letters to Plan Participants targeting brand medications that are no longer covered by the Value Formulary, or may require a generic to be tried prior to the brand drug, (b) post-implementation letters sent to impacted Plan Participants alerting them to any Value Formulary changes, or(c)pre-implementation notification letters to Prescribers identifying the drugs available on the Value Formulary. The Value Formulary may be a change to Participating Group's existing Plan design. Participating Group is responsible for complying with all Laws applicable to its Plan, for making any appropriate notifications to its Plan Participants concerning the program and for making any appropriate changes to its Plan design documents to reflect Participating Group's participation in the program. If Participating Group fails to adopt all of the requirements of the Value Formulary program or otherwise qualify for the Value Formulary program during the term of the program,then CVS/caremark reserves the right to modify the financial terms applicable to the Agreement. (ii) Changes made by CVS/caremark to the Value Formulary may be based upon, among other things, the introduction of new products, customer safety, clinical appropriateness, efficacy, cost effectiveness, changes in availability of products, new clinical information and other considerations, changes in the pharmaceutical industry or its practices, introduction of new Generic Drugs, new legislation and regulations. • CVS/caremark shall provide quarterly updates to HAC and Participating Group regarding any additions, removals or movement within the tiers of the Value Formulary and use reasonable efforts to provide HAC and Participating Group with thirty(30)day notice prior to the addition,removal or movement within tiers of a drug on the Value Formulary,which may include but not limited to: movement of a drug from covered status to non-covered status,or vice versa,or,movement of a drug from a preferred to a non-preferred tier or vice versa. CVS/caremark agrees to use reasonable effort to communicate tier change to negatively impacted Plan Participants. The Parties acknowledge that CVS/caremark may add to the Value Formulary new drugs to the market, or line-extensions of certain drugs after CVS/caremark's P&T Committee has evaluated such drug and recommends such drug should be added to the Value Formulary. In the event safety concerns or regulatory action require CVS/caremark to remove a drug sooner, CVS/caremark shall notify HAC and Participating Group of the removal of a drug from the Value Formulary within five (5) business days. (iii) With regards to any drugs CVS/caremark may not identify as a Covered Drug, or remove/exclude from the Value Formulary,CVS/caremark may make such decisions based upon, among other things, new products, customer safety, clinical appropriateness, efficacy, cost effectiveness, changes in availability of products, new clinical information and other considerations, changes in the pharmaceutical industry, introduction of new Generic Drugs, new legislation and regulations. HAC and Participating Group each acknowledge and agree, however, that CVS/caremark may add drugs to the Value Formulary drugs from time to time and may remove/exclude drugs from the Value Formulary quarterly with advance noticed as noted herein. CVS/caremark will use reasonable efforts to provide HAC and Participating Group with thirty (30) days' notice prior to the removal/exclusion of a drug from the Value Formulary. In the event of a • 14 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • removal/exclusion of a drug from the Value Formulary, CVS/caremark agrees to provide targeted communications to negatively impacted Plan Participants prior to the date of removal. (iv) Participating Groups adopting the Value Formulary also have the option to adopt, as part of the Plan design and as Participating Group's Elected Formulary,CVS/caremark's Advanced Control Specialty Formulary(as defined and described in paragraph(e)below. (e) Advanced Control Specialty Formulary: The following terms apply to Participating Groups who have adopted either the standard CVS/caremark PDL or the Value Formulary and wish to adopt, as part of its Plan design and as Participating Group's Elected Formulary, CVS/caremark's Advanced Control Specialty Formulary, as in effect from time to time ("Advanced Control Specialty Formulary" or "ACSF"). This election shall be designated in the Participating Group's Participating Group Addendum. CVS/caremark's Advanced Control Specialty Formulary is specific to Specialty Drugs and the process, as described below, shall be different than CVS/caremark's PDL for Specialty Drugs and Value Formulary for Specialty Drugs. (i) Changes made by CVS/caremark to Advanced Control Specialty Formulary, may be based upon, among other things, the introduction of new products, customer safety, clinical appropriateness, efficacy, cost effectiveness, changes in availability of products, new clinical information and other considerations, changes in the pharmaceutical industry or its practices, introduction of new Specialty Drugs, new legislation and regulations. CVS/caremark will provide quarterly updates to HAC, and Participating Group regarding II/ any additions, removals or movement within the tiers of the Advanced Control Specialty Formulary, if any,and use reasonable efforts to provide HAC and Participating Group with thirty (30) day notice prior to the addition, removal or movement within tiers of a drug on the Advanced Control Specialty Formulary,which includes but is not limited to,movement of a drug from a preferred to a non-preferred tier, or vice versa. CVS/caremark agrees to use reasonable effort to communicate tier change to negatively impacted Plan Participants. The Parties acknowledge that CVS/caremark may add to the Advanced Specialty Formulary new drugs to the market, or line extensions of certain drugs after CVS/caremark's P&T Committee has evaluated such Specialty Drug and recommends such drug should be added to the Advanced Control Specialty Formulary. In the event safety concerns or regulatory action require CVS/caremark to remove a drug sooner, CVS/caremark shall notify HAC and Participating Group of the removal of a drug from the Advanced Control Specialty Formulary within five(5)business days. (ii) With regards to any Specialty Drug CVS/caremark may not identify as a Covered Drug, or remove/exclude from the Advanced Control Specialty Formulary, CVS/caremark may make such decisions based upon, among other things, new products, customer safety, clinical appropriateness, efficacy, cost effectiveness, changes in availability of products, new clinical information and other considerations, changes in the pharmaceutical industry, introduction of new Specialty Drugs, new legislation and regulations. HAC and Participating Group each acknowledge and agree, however, that CVS/caremark (i) may remove/exclude or add drugs from or to the Advanced Control Specialty Formulary any Specialty Drug, from time to time; and (ii) will provide HAC and Participating Group quarterly notification of any changes to the Advanced Control Specialty Formulary. In the event of a removal/exclusion of a drug from the Advanced Control Specialty Formulary, • 15 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • CVS/caremark agrees to provide targeted communications to negatively impacted Plan Participants prior to the date of removal/exclusion. (f) CVS/caremark may implement Drug Interchange program(s), which have been approved by CVS/caremark's P&T Committee for selected prescription drugs, under which CVS/caremark's Mail Service Pharmacy shall contact Prescribers, as appropriate,to obtain approval for the Drug Interchange. In accordance with its standard policies,CVS/caremark shall credit Participating Group or Plan Participant, as appropriate, for any Mail Service Pharmacy Prescription returned to CVS/caremark upon rejection by the Plan Participant of the Drug Interchange or due to an error made by CVS/caremark in effectuating the Drug Interchange program described in this Section 2.6(f). HAC, CCOG and Participating Group acknowledge that the adoption of therapeutic interventions may result in an increase of Rebates payable by pharmaceutical manufacturers pursuant to their agreements with CVS/caremark. Unless otherwise clinically appropriate, CVS/caremark will only make a therapeutic substitution for a drug that is not on the Elected Formulary for a clinically comparable and appropriate drug or therapeutic class on the Elected Formulary if the net cost, as measured on an aggregate annual basis, to all Participating Groups for the therapeutic class is equal to or less than the originally prescribed drug in the therapeutic class. At Participating Group's request and direction, Participating Group may elect to discontinue certain therapeutic interchange programs as implemented by CVS/caremark. Participating Group acknowledges that the discontinuation of such programs may impact certain pricing terms and that CVS/caremark may revise such terms if the discontinuance of a program or programs negatively impacts such pricing terms. • (g) Prescriber Authority. Participating Groups hereby acknowledge the Prescriber shall have final authority over the drug prescribed to a Plan Participant, regardless of benefit coverage. 2.8 Generic Substitution Program. (a) Generic substitution shall be conducted through CVS/caremark's Mail Service Pharmacies under a program which automatically substitutes Brand Drugs with Generic Drug equivalents, where available, unless (i) the Prescriber issues the Prescription with a "dispense as written" notation and does not authorize generic substitution, or (ii) the Plan Participant has notified CVS/caremark to dispense the Brand Drug only. (b) Participating Pharmacies are contractually required to substitute Brand Drugs with Generic Drug equivalents,where available and clinically appropriate,unless(i)the Prescriber issues the Prescription with a "dispense as written" notation and does not authorize generic substitution, or (ii) where Plan Participant has notified the Participating Pharmacy to dispense the Brand Drug only. (c) CVS/caremark will provide generic messaging to Participating Pharmacies, which is intended to promote point-of-sale generic substitution of multi-source brand drugs. Participating Group acknowledges that a pharmacist may override such messaging if the Prescriber or the Plan Participant has notified the dispensing Participating Pharmacy to dispense the Brand Drug only. 2.9 Utilization Management/Clinical Programs. (a) Concurrent Drug Utilization Review ("DUR") Services. CVS/caremark will provide its automated concurrent DUR Services including but not limited to: (i) drug to drug • interactions; (ii)therapeutic duplications; (iii)over-utilization; (iv)insufficient or excessive 16 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • drug usage; and(v)early or late refills. Pharmacists are directed to review the messages as they are received and to use their professional judgment as to whether action is required. (b) DUR Limitations. The information generated in connection with DUR Services is intended as a supplement to, and not as a substitute for, the knowledge, expertise, skill, and judgment of Prescriber or pharmacists in providing patient care. Providers are individually responsible for acting or not acting upon information generated and transmitted through the DUR Services,and for performing services in each jurisdiction consistent with the scope of their licenses. In performing DUR Services,CVS/caremark will not, and is not required by this Agreement, to deny Claims or require Prescriber, pharmacist, other health care provider, or Plan Participant compliance with any norm or suggested drug regimen, or in any way substitute CVS/caremark's judgment for the professional judgment or responsibility of the Prescriber,pharmacist,or other health care provider. The DUR Services are necessarily limited by the amount, type and accuracy of Plan Participant information made available to CVS/caremark. Notwithstanding anything set forth in this Agreement, CVS/caremark will have no obligation to acquire information concerning any Plan Participant beyond the information that is included in CVS/caremark's eligibility file or the Claims submitted by Participating Pharmacies in connection with the Plan. CVS/caremark will update DUR databases on a reasonable basis to reflect changes in available standards for pharmaceutical prescribing;no database used by CVS/caremark will contain all available information on accepted medical practices or prescribing practices. CVS/caremark shall be entitled to rely upon nationally available reporting services such as First Data Bank or Medi-Span in connection with DUR Services provided to Participating • Group. The absence of a warning for a given drug or drug combination shall not be construed to indicate that the drug or drug combination is safe, appropriate or effective for any Plan Participant. (c) Clinical Services Programs. CVS/caremark shall provide the clinical programs identified in the PDD and elected by Participating Group for the fees set forth in Exhibit A. As requested, CVS/caremark shall provide Participating Group and HAC with information regarding clinical program standards and requirements, including with respect to any material changes thereto. (d) Additional Health-Related Services. In accordance with Law, including HIPAA, CVS/caremark shall perform the following services or programs upon receipt of written approval from each Participating Group (collectively referred to herein as "Additional Health-Related Services"): (i) Prescriber education programs; (ii) health research; (iii) compliance and persistency; (iv) health education or management programs for Plan Participants, including, but not limited to,informing Plan Participants about preventive care programs, health assessments, and other treatment options; (v) communications about health-related products or services that would be offered on behalf of Participating Group through CVS/caremark as a value-added item or service that is not part of the Plan benefit; and (vi) share Plan Participant information as appropriate for the treatment, payment and health care operations of other health care providers (which may or may not be affiliated with CVS/caremark) or plans. Participating Group and CVS/caremark acknowledge and agree that: (a) although the Additional Health-Related Services may be of benefit to Participating Group and its Plan Participants, CVS/caremark will not charge Participating Group for the performance of such Additional Health-Related Services; (b) the performance of such Additional Health-Related Services may utilize PHI; (c) the • performance and scope of such Additional Health-Related Services shall be determined by 17 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • CVS/caremark, and CVS/caremark shall have no obligation to perform Additional Health- Related Services; and (d) CVS/caremark may contract with, and pursue and retain for its own account compensation or fees received from, pharmaceutical companies for the funding and provision of such Additional Health-Related Services. 2.10 Plan Participant Services. CVS/caremark shall operate toll-free customer service lines operated by customer service representatives dedicated to Participating Groups twenty-four (24) hours a day, seven (7) days a week for the purpose of responding to inquiries from Plan Participants. CVS/caremark shall also provide telephonic emergency pharmacist services twenty four(24)hours a day, seven(7) days a week. Customer service representatives have, at a minimum, complete and immediate access to eligibility,Plan design information,Claims status information,Plan Participant drug history, status of Mail Service Pharmacy requests and documentation of all clinical interventions. CVS/caremark customer service centers are equipped to handle a variety of needs including those Plan Participants who are hearing/visually impaired. The CVS/caremark customer service centers have bi-lingual (English and Spanish) representatives or translating services available to support Participating Groups. 2.11 Communication Materials. In addition to standard implementation bi-lingual(English and Spanish) materials provided under Section 2.5(c), CVS/caremark shall produce and provide the following communication materials at no additional charge. All custom materials that need to be translated into Spanish and then printed will be provided at Participating Group's expense. HAC may review standard communication materials sent to Participating Groups. HAC and Participating Groups may review standard communication materials sent to Plan Participants. (a) Formulary Brochures. CVS/caremark shall periodically distribute formulary brochures • directly to Prescribers. (b) Website. CVS/caremark will provide an Internet website where Plan Participants can access information with respect to Plan specific drug information, the Elected Formulary, Cost Shares, Participating Pharmacy listings and Prescriptions, Prescription history and Generic Drug alternatives when available. (c) Drug Recalls. CVS/caremark may provide communications to Plan Participants and/or Participating Group regarding drug recalls or withdrawals by a pharmaceutical manufacturer and/or the FDA. Participating Group acknowledges that pharmaceutical manufacturer or distributor shall be responsible for any refunds or reimbursements. CVS/caremark shall not have any obligation or provide Participating Group any refund or reimbursement for any drug recall or withdrawal. In the event CVS/caremark receives any reimbursement from a pharmaceutical manufacturer due to a drug recall or withdrawal, CVS/caremark will remit to Participating Group a pro-rata share of such reimbursement as determined by Participating Group's utilization of such drug compared to CVS/caremark's entire book of business. 2.12 Reports, Claims Data and SSAE 16. CVS/caremark shall provide reports, as described in Exhibit C-1 or C-2 (Performance Guarantees), as applicable of this Agreement, and detailed Claim data to Participating Group,and HAC as follows: (a) Standard Reports. CVS/caremark shall prepare and provide Participating Group with its standard management and utilization reports at no additional charge, either quarterly or monthly, at Participating Group's election. A list of current standard reports is outlined in Exhibit K. S 18 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • (b) Non-Standard Reports. At Participating Group's expense, CVS/caremark may prepare and provide non-standard management and utilization reports, and ad hoc reports within an agreed-upon time and format, at CVS/caremark's prevailing rate as set forth in Exhibit A (Financial Terms). (c) Claims Data. With the issuance of each invoice or monthly, as selected by Participating Group, CVS/caremark shall provide each Participating Group with up to six (6) sets of complete Claims data in CVS/caremark's standard format at no additional charge, which includes one set to HAC. At Participating Group's expense, request and direction, CVS/caremark may provide additional data sets or detailed electronic files or Claim detail reports to Participating Group's designated third parties who execute CVS/caremark's form confidentiality agreement, as may be negotiated, modified and mutually agreed to by CVS/caremark and such third party. (d) Claims Data Use. Participating Group, HAC or CCOG may use and release the data fields outlined in 10.1(c). (e) Confidential Claims Data Use. Participating Group, HAC and CCOG shall not release or disclose other confidential Claims data including pricing to a third party, without the third party signing CVS/caremark's form confidentiality agreement, as may be negotiated, modified and mutually agreed to by CVS/caremark and such third party. The release of requested data by CVS/caremark shall be in a time and format mutually agreed upon by CVS/caremark, Participating Group and such third party after receipt by CVS/caremark of the signed confidentiality agreement. (f) SSAE 16. If requested, CVS/caremark shall provide Participating Group with a copy of its 1111 most recent Type II SAS 70/SSAE 16 (SOC 1) report, or a copy of the successor to such report,in accordance with the terms and conditions of such report. (g) Manufacturer Payments Reports. CVS/caremark will provide quarterly and annual Manufacturer Payments Reports at no additional charge with respect to Participating Groups that have elected the Non-reinvested Rebate Pricing Option as described in Attachment A-1 to Exhibit A, subject to the following: (i) HAC (with respect to applicable Participating Groups) will receive reports limited to deidentified data and(ii) Participating Groups will receive reports with sufficient data,which may or may not include PHI. (h) HAC Third Party Representatives. On a monthly basis and at no additional charge to Participating Group, HAC or CCOG, CVS/caremark shall provide a set of the complete Claims data for each Participating Group to a duly authorized third-party representatives of HAC provided the duly authorized third party representatives sign CVS/caremark's form confidentiality agreement, as may be negotiated, modified and mutually agreed to by CVS/caremark and such third party. 2.13 Plan Enhancements for Non-Covered Drugs. If elected by Participating Group,CVS/caremark may provide to Plan Participants filling Prescriptions at Participating Pharmacies discounts on prescription drugs that are not Covered Drugs. Claims that process with such discounts are excluded from any and all commitments CVS/caremark may have to Participating Group under this Agreement, including those relating to pricing, rates, or Rebates. Participating Group acknowledges that CVS/caremark will retain Rebates, if any, and charge Plan Participant fees that may be part of a Plan Participant's Prescription price for Claims processed through this program to assist CVS/caremark in funding this program. • 19 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 2.14 Drug Classification. CVS/caremark shall use the Medi-Span Master Drug Database (Medi-Span), and its associated files, as updated regularly by Medi-Span, as the sole source for the purpose of classifying drugs (e.g. legend vs. over the counter, Brand Drug vs. Generic Drug) in connection with this Agreement. In the event CVS/caremark selects a new nationally available reporting service of pharmaceutical drug information to be used for drug classification on a CVS/caremark book of business basis, CVS/caremark shall provide at least fifteen(15)business days' prior notice to HAC, to the extent available under the circumstances. CVS/caremark reserves the right to modify the pricing terms of this Agreement so as to maintain the relative economic positions of the HAC book of business and CVS/caremark as existed immediately before the effective date of such change. If CVS/caremark and a Participating Group cannot agree that the relative economic position has been maintained, such Participating Group has the right to terminate the Agreement upon ninety(90)days written notice,without any Termination Fee. 2.15 Specialty Pharmacy. CVS/caremark shall be the exclusive in-network provider of Specialty Drugs for HAC and CCOG under this Agreement and shall provide the products and services, including but not limited to those listed in Exhibit D(the"Specialty Drug Exhibit"),as follows: (a) Dispense new or refill Prescription orders for Specialty Drugs upon receipt from a Plan Participant of (i) a Prescription and a completed order or refill order form and (ii) the applicable Cost Share; (b) Fill Prescriptions for Specialty Drugs subject to the professional judgment of the dispensing pharmacist, good pharmacy practices in accordance with local community standards,product labeling and guidelines; • (c) Provide certain utilization management and clinical services as described in this Agreement; (d) Either use Specialty Connect or ship Specialty Drug Prescription orders to Plan Participants via U.S. Postal Service or other appropriate carriers consistent with CVS/caremark's standard policies to the address provided by Participating Group and/or the Plan Participant. Standard shipping costs are included in the dispensing fees described in Exhibit A unless a Plan Participant requests expedited shipping. In the event Plan Participant requests expedited shipping, additional charges may apply. CVS/caremark shall not be liable to either Participating Group or Plan Participant for any delay in delivery resulting from circumstances beyond CVS/caremark's control as set forth in Section 12.4. (e) Bill Participating Group's medical benefits provider when appropriate, and pursuant to instructions from Participating Group's medical benefits provider; (f) Provide routine supplies required for the administration of the Specialty Drug (such as needles, syringes,alcohol swabs)to the extent deemed appropriate by CVS/caremark. (g) Specialty Drug Claims filled through Specialty Connect are reconciled under the financial terms for Specialty Drugs as if filled by a CVS/caremark specialty pharmacy and not as a retail Claim. HAC, CCOG and CVS/caremark acknowledge that CVS/caremark may not be the exclusive provider of Specialty Drugs for a Participating Group at the sole discretion of the Participating Group. 2.16 Government Agency Submitted Claims. Participating Group acknowledges that government agencies, or their agents may seek eligibility or similar data from CVS/caremark regarding Plan • Participants. Additionally, government agencies, or their agents, may submit to CVS/caremark 20 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • claims for reimbursement for prescription drug benefits provided by such government agencies, or their agents, to Plan Participants ("Government Claims"). Participating Group authorizes CVS/caremark to provide such data as requested by government agencies or their agents and further authorizes CVS/caremark to process such Government Claims. Participating Group acknowledges that CVS/caremark may advance payment for Government Claims on behalf of Participating Group, if CVS/caremark properly determines that Participating Group's Plan is the primary payer under applicable coordination of benefit (COB) rules. Participating Group will reimburse CVS/caremark, in accordance with Participating Group's payment obligations under this Agreement, for all amounts advanced by CVS/caremark for payment of Government Claims. Participating Group acknowledges that Government Claims submitted by or on behalf of a state Medicaid agency shall be paid if submitted within three (3) years from the original date of fill unless a longer period is required by applicable Law. In addition, Government Claims submitted by or on behalf of a state Medicaid agency may not be denied on the basis of the format of the Government Claim or failure to present proper documentation at the point-of-sale.Participating Group shall also reimburse CVS/caremark for any adjustments or reconciliations to previously processed Government Claims that may be payable to government agencies in accordance with applicable Laws and regulations. The administrative fee for processing Government Claims will be invoiced at the paper submitted Claim rate stated in Exhibit A or as otherwise agreed in writing by CVS/caremark and Participating Group. CVS/caremark reserves the right to (i)to terminate these services upon ninety (90) days prior notice to HAC and Participating Group, or (ii) to delegate these services to a third party claims processor. If CVS/caremark terminates these services pursuant to"(i)"above,CVS/caremark will make good faith efforts to assist HAC and Participating Group in identifying possible alternative service providers who can perform this function directly for Participating Group. • 2.17 Debit Card Program. Participating Group hereby authorizes and directs CVS/caremark to disclose data,upon the request of Participating Group or the request of a customer of Participating Group, to a third party vendor for the purposes of administering payments under a health benefit reimbursement account program, including but not limited to a flexible spending account or other consumer directed health plan, subject to such third party's execution of CVS/caremark's form confidentiality agreement. CVS/caremark may provide such data, as requested by the third party for this purpose, until such time as Participating Group or Participating Group's Plan Participant advises it otherwise in writing. 2.18 Performance Guarantees. CVS/caremark agrees to perform in accordance with the performance standards described in Exhibit C-1 for Participating Groups with less than $10 million in annual Total Drug Spend and C-2 with greater than or equal to $10 million in annual Total Drug Spend. Unless otherwise stated, performance standards for Participating Groups with less than $10 million in annual Total Drug Spend shall be aggregated and measured across HAC's book of business. Unless otherwise stated, performance standards shall be measured individually for each Participating Group with greater than or equal to $10 million in annual Total Drug Spend. All performance standards in Exhibits C-1 and C-2 shall be measured based on CVS/caremark's standard calculation methodology and shall exclude Specialty Drugs and related specialty services. In the event CVS/caremark fails to meet the performance standards, the penalties described in Exhibits C-1 or C-2,as applicable,shall be the sole and exclusive remedy available to Participating Group for such failure. 2.19 Appeals. Participating Group may appoint the authority to CVS/caremark for processing initial Claims determinations and for first and second, if applicable, levels of appeals of denied Claims in accordance with the terms of the Plan, the applicable regulations promulgated under ERISA and • 21 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • other applicable Law. Upon such appointment, CVS/caremark will process and adjudicate Claims and appeals, in accordance with the applicable fees set forth in Exhibit A and a reasonable procedure adopted under the Plan pursuant to Section 503 of ERISA and the regulations issued there under, including 29 CFR 2560.503-1. The foregoing is subject to Participating Group's retention of full responsibility as Plan Administrator and as named fiduciary under the Plan. In processing and adjudicating Claims and appeals, CVS/caremark shall strictly apply the provisions of the Plan and shall not have authority to make exceptions. CVS/caremark shall have no other fiduciary authority or duties under the Plan. CVS/caremark shall conduct appeals in accordance with the terms and conditions described in Exhibit G. 2.20 Account Management/Customer Service. CVS/caremark shall provide the following products and services to all Participating Groups in accordance with each Participating Group's PDD: (i) Initiate, in cooperation with HAC, the circulation of an annual customer satisfaction survey in an electronic format mutually agreeable to HAC and CVS/caremark, to Participating Groups for purposes of evaluating Participating Group satisfaction with the CVS/caremark services. (ii) Contingent upon first calendar quarter mailing, finalize and circulate annual customer service satisfaction survey results in May following the end of each calendar year, with subsequent Participating Group reports delivered 4 weeks later after the first main report is delivered in cooperation with HAC in an electronic format mutually agreeable to both HAC and CVS/caremark, for purposes of evaluating Participating Group's satisfaction with CVS/caremark's services. Alternate survey timelines shall be mutually agreed by HAC and CVS/caremark. (iii) CVS/caremark will assign a dedicated Manager of Account Management to Participating Groups. The Manager of Account Management will ensure that CVS/caremark Account Managers will visit each Participating Group to which he or she is assigned at least once annually. and (iv) As • requested, CVS/caremark will provide HAC and/or Participating Group with input to assist in (a) quarterly review and analysis of Claims data, (b) quarterly financial projections of Plan costs, (c) financial modeling, and (d) year-end summary reports. Year-end summary reports will be presented to each Participating Group by the designated account management team. In the event CVS/caremark reassigns, or replaces the Manager of Account Management, or the Manager of Account Management leaves CVS/caremark,CVS/caremark will, in consultation with HAC,assign a replacement. CVS/caremark will use reasonable efforts to provide sixty(60)days advance notice of any company-initiated(i.e., not terminations, promotions or resignations) changes to the HAC- dedicated account management team. HAC may request references, interview and approve any HAC-dedicated account team member replacement personnel. An account team representative shall confirm receipt of a request from Participating Group or HAC for a confidentiality agreement in relation to a data release within five (5) business days. CVS/caremark agrees that a senior executive will attend an HAC Board of Directors meeting at least one time per year, provided adequate notice is given. 2.21 CVS/caremark will cooperate with HAC and CCOG to educate prospective and existing Participating Groups about this Agreement and the benefits of CVS/caremark and the value of CVS/caremark services. CVS/caremark will sponsor the annual HAC conference. HAC and CCOG will emphasize the benefits of participating in the group purchasing program and HAC's user groups. 2.22 Medicare Retiree Drug Subsidy. If elected by Participating Group,CVS/caremark shall provide the Medicare Retiree Drug Subsidy services in accordance with the terms and conditions described in Exhibit H. • 22 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 2.23 Prescription Savings Guide. At Participating Group's request and subject to the fees described in Exhibit A, CVS/caremark shall mail the Prescription Savings Guide to Plan Participants identified by Participating Group on a semi-annual basis. The Prescription Savings Guide is designed to educate Plan Participants about the value of their prescription benefit and highlights certain opportunities for Plan Participants to save out-of-pocket costs based on their specific drug history. 2.24 ExtraCare Health Discount Card. If elected by Participating Group and subject to Exhibit A,upon implementation of the program, CVS/caremark will make available two (2) ExtraCare Health discount card ("ExtraCare Card") per household. The ExtraCare Card provides the ability to earn rewards for purchases at CVS/pharmacy store or online at CVS.com and to receive a 20%discount on all CVS-branded health care-related items at CVS/pharmacy stores; provided that no rewards or discounts are available for the purchase of certain items such as prescription drugs (including Cost Shares). Participating Group has either mailed or authorized CVS/caremark on its behalf to mail a letter to all Plan Participants reflecting that the ExtraCare Card is being provided as a health plan benefit. Participating Group further acknowledges that it is offering the ExtraCare Card to the Plan Participants as a value-added item or service under HIPAA. 2.25 Maintenance Choice Program. (a) (Applicable to Participating Group(s) governed by ERISA) - If elected by Participating Group(s) that are governed by ERISA, Participating Group acknowledges and agrees that Participating Group(s) may elect • CVS/caremark's Maintenance Choice Program and that CVS/caremark shall provide such Maintenance Choice Program to Participating Group's eligible Plan(s) in accordance with the terms and conditions described in Exhibit I. Participating Group acknowledges and agrees that Participating Group's Plan(s) participating in the Maintenance Choice program may not participate in the CVS/caremark EDS-90 Network program or the Exclusive Choice Network. (b) (Applicable to Participating Group(s) NOT governed by ERISA) - If elected by Participating Group(s) that are NOT governed by ERISA, Participating Group acknowledges and agrees that eligible Participating Group(s) may elect CVS/caremark's Maintenance Choice Program and that CVS/caremark shall provide such Maintenance Choice Program to Participating Group's eligible Plan(s) in accordance with the terms and conditions described in the"Maintenance Choice Letter Agreement" to be executed by such non-ERISA Participating Group. Participating Group acknowledges and agrees that Participating Group's Plan(s)participating in the Maintenance Choice program may not participate in the CVS/caremark EDS-90 Network program or the Exclusive Choice Network. 2.26 Vaccine Services. Should any Participating Group elect for CVS/caremark to provide seasonal and/or non-seasonal vaccine administration services, CVS/caremark shall do so in accordance with the terms and conditions describe in Exhibit J (Vaccine Master Addendum). The vaccine program is available to Participating Groups upon execution of an enrollment form. 3. Maintenance of Records. CVS/caremark shall maintain records with respect to the processing, payment, and denial of Claims by CVS/caremark and shall retain such records for a period of no • 23 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • less than ten(10)years after the transaction occurred or such longer periods as may be required by applicable Law. 4. Use of Deidentified Data. Subject to the Business Associate Obligations as described in each Participating Group Addendum,which governs the use and disclosure of PHI and the provisions of Section 10, Claims, as well as eligibility information which is deidentified in accordance with HIPAA and other applicable Law, and which is not identifiable on a Participating Group or Plan Participant basis, may be used, disclosed, reproduced, adapted or sold by CVS/caremark. Such deidentified data may be provided to nationally recognized data integration firms to support appropriate administration of CVS/caremark's drug management programs. This benchmarking data enables CVS/caremark to compare against other drug population sets and improve programs and Services for clients. 5. Audit Rights. 5.1 Claims Audits. (a) HAC Pricing Guarantee Audit. (i) HAC will be entitled to one collective pricing guarantee audit of Claims records per Contract Year on behalf of all Participating Groups and such audit shall be limited to the prior Contract Year of CVS/caremark data that directly relates to the Participating Groups' Claims billings. The audit approach will differ for Individual Audit Participating Groups and Aggregated Audit Participating Groups. An "Individual Audit Participating Group" is a Participating Group with Total Drug Spend of equal to or greater than five million ($5,000,000) for the prior • Contract Year. An "Aggregated Audit Participating Group" is a Participating Group with Total Drug Spend of less than five million ($4,999,999) for the prior Contract Year. Collectively, the Individual Audit Participating Groups audit and the Aggregated Audit Participating Groups shall be called the "HAC Pricing Guarantee Audit". This HAC Pricing Guarantee Audit is strictly around the pricing guarantees and will not encompass an audit of Plan design. Turnaround times for the HAC Pricing Guarantee Audit will be mutually agreed to between CVS/caremark and HAC. (ii) For Individual Audit Participating Groups, HAC, or its independent third party auditor, will audit on a Participating Group-level basis for each such Participating Group unless an Individual Audit Participating Group elects to opt-out of the HAC Pricing Guarantee Audit by providing HAC written notice by February 1st of the year of the audit. An Individual Audit Participating Group who has timely opted out shall separately conduct its own annual pricing guarantee audit for the prior Contract Year, following any and all other audit provisions of this Agreement, as part of its annual Plan Design Claims Audit(as described in subsection(b)below), and such audit shall be limited to the prior Contract Year of CVS/caremark data that directly relates to the eligible Participating Group's Claims billings. Individual Audit Participating Groups conducting their own audit will be excluded from the HAC Pricing Guarantee Audit for that Contract Year.At no point shall an Individual Audit Participating Group audit Claims more than once per Contract Year of this Agreement. (iii) For Aggregated Audit Participating Groups, HAC, or its independent third party • auditor, will audit all Aggregated Audit Participating Groups collectively and in 24 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK ® the aggregate. (iv) As part of the annual HAC Pricing Guarantee Audit, HAC may audit, or cause to be inspected and audited, the financial savings ROI claims of CVS/caremark Clinical Programs and Services ("Clinical Program Financial Audit") on behalf of applicable Participating Groups. Applicable Participating Groups may elect to opt- out of this Clinical Program Financial Audit through HAC by providing HAC written notice by February 1st of the year of the audit and may conduct such audit as part of its Plan Design Claims Audit or in lieu of the Plan Design Claim Audit. (v) Individual Audit Participating Group and/or HAC, or an independent third party retained by Individual Audit Participating Group or HAC and approved CVS/caremark, may conduct the HAC Pricing Guarantee Audit as specified herein. Any third party auditor engaged by Individual Audit Participating Group and/or HAC, respectively, and approved by CVS/caremark, shall execute CVS/caremark's form confidentiality agreement, as may be negotiated, modified and mutually agreed to by CVS/caremark and such third party,prior to conducting a Claims audit ensuring that all information reviewed during such audit and all details will be treated as confidential and will not be revealed in any manner or form by or to any third party. CVS/caremark approval of such third party shall not be unreasonably withheld. (b) Plan Design Claims Audit (i) Participating Groups may conduct an annual audit of their Plan design which shall • be limited to the prior Contract Year of CVS/caremark data that directly relates to Claims billings for the respective Participating Group (a "Plan Design Claims Audit"). (ii) As part of the annual Plan Design Claims Audit (or in lieu of the Plan Design Claim Audit), Participating Group may audit, or cause to be inspected and audited by their independent third party auditor, the financial savings ROI claims of CVS/caremark Clinical Programs and Services. (iii) Participating Group, or an independent third party retained by Participating Group and approved by CVS/caremark, may conduct the Claims audit of their Plan as specified herein. Any third party auditor engaged by Participating Group, and approved by CVS/caremark, shall execute CVS/caremark's form confidentiality agreement, as may be negotiated, modified and mutually agreed to by CVS/caremark and such third party, prior to conducting a Plan Design Claims Audit of the Plan design ensuring that all information reviewed during such audit and all details will be treated as confidential and will not be revealed in any manner or form by or to any third party. CVS/caremark approval of such third party shall not be unreasonably withheld. (c) HAC, CCOG and/or Participating Group each acknowledge that it shall not be entitled to audit: (i) documents that CVS/caremark is barred from disclosing by applicable Law or pursuant to an obligation of confidentiality to a third party;and(ii)agreements with vendors, pharmaceutical manufacturers, or distributors, Participating Pharmacies or other providers of products or services to CVS/caremark. (d) The scope and procedures of the HAC Pricing Guarantee Audit or Plan Design Claims Audit shall be in accordance with the procedures set forth in Exhibit B. 410 25 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 5.2 Rebate Audits. With respect to Participating Groups that have elected a Non-Reinvested Rebate option as described in Section 3 (Rebates) of Attachment A-1 (Financial Terms), CVS/caremark will provide the additional audit rights below: (a) HAC, through an independent third party auditor retained by HAC and approved by CVS/caremark, will be entitled to one collective Rebate audit per Contract Year on behalf of all Participating Groups that have elected a Non-Reinvested Rebate option, for the prior Contract Year only. The audit approach will differ for Individual Rebate Audit Participating Groups and Aggregated Rebate Audit Participating Groups. An "Individual Rebate Audit Participating Group" is a Participating Group that has elected a Non- Reinvested Rebate option which has a Total Drug Spend of equal to or greater than five million ($5,000,000) for the prior Contract Year. An "Aggregated Rebate Audit Participating Group" is a Participating Group that has elected a Non-Reinvested Rebate option which has a Total Drug Spend of less than five million ($4,999,999) for the prior Contract Year. Collectively Individual Rebate Audit Participating Groups audits and Aggregated Rebate Audit Participating Group audits shall be called the "HAC Rebate Audit". Turnaround times for the HAC Rebate Audit will be mutually agreed to between CVS/caremark and HAC. (b) For Individual Rebate Audit Participating Groups, HAC's independent third party auditor will audit on a Participating Group-level basis for each such Participating Group unless an Individual Rebate Audit Participating Group elects to opt-out of the HAC Rebate Audit by providing HAC written notice by February 1st of the year of the audit. For Aggregated Rebate Audit Participating Groups, HAC's independent third party auditor will audit all • Aggregated Rebate Participating Groups collectively and in the aggregate. The HAC Rebate Audit shall be limited to a review of up to ten (10) pharmaceutical company contracts in total directly related to Rebates for all Participating Groups who have not opted out of the HAC Rebate Audit,as selected by HAC. (c) An Individual Rebate Audit Participating Group who has timely opted out may separately conduct its own annual Rebate audit for the prior Contract Year, through an independent third party auditor retained by Participating Group and approved by CVS/caremark, following any and all other audit provisions of this Agreement. Such Individual Rebate Audit shall be limited to up to ten (10) pharmaceutical company contracts directly related to the eligible Individual Rebate Audit Participating Group's Rebates for the prior Contract Year as selected by the Participating Group. Individual Rebate Audit Participating Groups conducting their own audit will be excluded from the HAC Rebate Audit for that Contract Year. At no point shall an Individual Rebate Audit Participating Group audit Rebates more than once per Contract Year of this Agreement. , (d) An independent third party retained by Individual Rebate Audit Participating Group and/or retained by HAC, and approved by CVS/caremark, may conduct the audit as specified herein. Any third party auditor engaged by HAC and/or Individual Rebate Audit Participating Group, as applicable, and approved by CVS/caremark, shall execute CVS/caremark's form confidentiality agreement, as may be negotiated, modified and mutually agreed to by CVS/caremark and such third party, prior to conducting a Rebate audit ensuring that all information reviewed during such audit and all details will be treated as confidential and will not be revealed in any manner or form by or to any third party including HAC, CCOG and/or Participating Group. CVS/caremark approval of such third party shall not be unreasonably withheld. (e) The review of pharmaceutical company contracts may include formulary and Rebate provisions to the extent permitted by such contracts and shall be limited to information • 26 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • necessary for validating the accuracy of the Rebate amounts remitted to Participating Groups by CVS/caremark. (f) The scope and procedures of the Rebate Audit shall be in accordance with the procedures set forth in Exhibit B. 5.3 Audit of Participating Pharmacy Agreements. With respect to Participating Groups that have elected a Transparent Participating Pharmacy arrangement, HAC may request to audit Participating Pharmacy provider contracts once in each twelve (12) month period ("HAC Pharmacy Agreement Audit"). If an individual Participating Group that has elected a Transparent Participating Pharmacy arrangement opts out of the HAC Pharmacy Agreement Audit, the individual Participating Group may conduct an annual Participating Pharmacy audit on its own behalf by notifying HAC by February 1st of each year, and such audit shall be limited once per Contract Year. Audit requests involving a review of Participating Pharmacy provider contracts must be performed by an independent third party approved by CVS/caremark. CVS/caremark approval of such third party shall not be unreasonably withheld. Such firm will sign CVS/caremark's confidentiality agreement ensuring that all details and terms of pharmacy provider contracts with CVS/caremark (except the total aggregate amount due to Participating Group)will be treated as confidential to CVS/caremark and will not be revealed in any manner or form by or to any person or entity. For the purposes of this Section, a third party auditor shall not be considered independent if the auditor provides audit and pharmacy benefit consulting services to benefit plan sponsors. Such audits shall be limited to a review of a reasonable sample of agreements relating to the Participating Pharmacy Network applicable to the Transparent Participating Pharmacy arrangement, which may include up to five (5)Participating Pharmacy agreements as selected by the auditor. Such review of agreements shall be limited to information necessary for validating the accuracy of the amounts charged to • Participating Groups by CVS/caremark for services performed by the Participating Pharmacies. The scope of the audit shall be in accordance with CVS/caremark's standard audit procedures described in Exhibit B. 5.4 Plan Participant Audit. Upon reasonable notice, CVS/caremark may inspect and audit, or cause to be inspected and audited, the books and records of Participating Group directly relating to the existence and number of Plan Participants. For purposes of audit verification, Participating Group shall maintain eligibility records for Plan Participants for a period of twenty four(24)months from the date of the review. 5.5 HAC Endorsed Medical Vendor Agreement. CVS/caremark shall have the right to inspect the HAC agreement with the HAC endorsed medical vendor owning or controlling the other endorsed pharmacy benefit service provider of HAC to verify that an additional fee or penalty is not applied by owner or controller, to carve our pharmacy benefit services. 6. Obligations of Participating Groups and/or HAC and/or CCOG. 6.1 Implementation. (a) Prior to the new Participating Group Commencement Date and in accordance with an agreed upon implementation project plan,Participating Group or its designee,must provide the initial eligibility test data and the initial full eligibility data to CVS/caremark. Participating Group acknowledges that if it fails to provide data within the agreed upon time frames, CVS/caremark may, at its option, postpone the initiation of Services by one day for each day that any such submission is late. • 27 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK 11111 (b) Prior to the Commencement Date and in accordance with an agreed-upon implementation project plan, Participating Group, or its designee, must furnish the Plan documents, a refill file in a format acceptable to CVS/caremark, summary plan descriptions or, if such are not available, a written description of the Plan design sufficient to enable CVS/caremark to prepare the PDD. (c) Participating Group represents and warrants that it has obtained from Plan Participants all consents and/or authorizations required, if any, for CVS/caremark to perform the Services and for the use and disclosure of information including PHI, as permitted under this Agreement. (d) Participating Group represents that the Plan is governed by ERISA(except in the case of a governmental plan, as defined in Section 3(22)of ERISA, and a church plan, as defined in Section 3(33)of ERISA)and is in material compliance with all applicable Laws. (e) Participating Group represents and warrants that the PDD will accurately reflect the terms of the Plan and agrees to approve,in writing,the PDD and any amendments to the PDD. (f) Participating Group has and will disclose to Plan Participants any and all matters relating to the Plan and Services as required by Law to be disclosed. 6.2 Payment. Participating Group shall pay CVS/caremark for the Services hereunder in accordance with the terms set forth in Section 7 and Exhibit A. 6.3 Control of Plan. Unless otherwise stated in this Agreement, Participating Group retains the sole and absolute authority to design,amend,terminate or modify,in whole or in part, all or any portion • of the Plan, including the sole authority to control and administer the Plan. Nothing in this Agreement shall be deemed to confer upon CVS/caremark the status of administrator or fiduciary as defined in ERISA, or applicable state Law, or any responsibility for the terms or validity of the Plan, except to the extent that CVS/caremark is acting as a Claims fiduciary with respect to a Participating Group's Plan or as a fiduciary for the purpose of appeals, if elected by Participating Group. Furthermore, because CVS/caremark is not an insurer, plan sponsor, third party administrator or Plan administrator, CVS/caremark shall have no responsibility for(i) any funding of Plan benefits; (ii) any insurance coverage for, the Plan, Plan administrators or the Plan Participants; or (iii) the nature or quality of professional health services rendered to Plan Participants (except in CVS/caremark's capacity as a Mail Service Pharmacy or Specialty Drug pharmacy). Participating Group acknowledges that HAC and CCOG each assert that it is not a fiduciary with respect to any Plan and intend to act in accordance with such assertion. 6.4 PDD Changes. Participating Group shall provide CVS/caremark with ninety (90) days prior written notice of any requested changes to the PDD, which changes shall be consistent with the scope and nature of the Services to be performed by CVS/caremark under this Agreement. In addition, Participating Group shall notify its Plan Participants of the change prior to its effective date, as required by PPACA or other applicable Law, at Participating Group's expense. CVS/caremark will not be responsible or liable to HAC, CCOG, Participating Group or Plan Participants for Losses resulting from failure to implement Plan design changes which are not communicated in writing to CVS/caremark in accordance with this Section. 6.5 Eligibility Data. Participating Group, or its designee, at Participating Group's sole expense, will provide CVS/caremark all information concerning its Plan and Plan Participants needed to perform the Services,including any updates thereto("Eligibility Information"). This Eligibility Information • must be complete and accurate, according to the implementation project plan time frame for the 28 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • first eligibility file and in a timely manner for subsequent updates, and in a mutually agreed upon format and media approved by CVS/caremark and Participating Group. CVS/caremark, Plan Participants' physicians and the Participating Pharmacies are entitled to rely on the accuracy and completeness of such information and updates thereto. Participating Group also shall notify CVS/caremark in writing at least ninety (90) days in advance of any change in its eligibility provider, third party administrator or insurance carrier. Participating Group bears the risk of fraudulent Claims submitted by Plan Participants or by unauthorized persons using a Plan Participant's identification card or number. CVS/caremark does maintain quality systems to help identify such fraudulent Claims. Files will be sent to CVS/caremark on a mutually agreed upon date/time. These files need to be tested prior to loading. Upon request, CVS/caremark will host secondary addresses in the eligibility file. Participating Group will have access to CVS/caremark on-line eligibility system via PeopleSafe and CVS/caremark will accept and make eligibility updates from authorized Participating Group's staff. 6.6 Modified Exclusivity. Unless otherwise stated in this Agreement, (a) HAC, CCOG and CVS/caremark acknowledge that CVS/caremark is one of two endorsed providers of prescription benefit services eligible to provide such services to Participating Groups,at each Participating Group's election. (b) CVS/caremark acknowledges that HAC has a medical benefit services master agreement ("HAC MBS Master Agreement") with a medical benefit administrator having an ownership interest in the other endorsed pharmacy benefit management service provider of HAC ("MBA") for use by Participating Groups. CCOG represents and warrants, and CVS/caremark acknowledges, that CCOG does not have a master agreement with any MBA. HAC agrees and acknowledges that the assessment of a fee or a penalty by an MBA • to a Participating Group using the HAC MBS Master Agreement for the right to use this Agreement would create an unfair advantage for the other endorsed pharmacy benefit management service provider owned by the MBA. HAC represents and warrants that the HAC MBS Master Agreement used by Participating Groups does not charge a fee or penalty to Participating Groups, or potential Participating Groups evaluating the HAC MBS Master Agreement, to use this Agreement with CVS/caremark. HAC agrees that such fees or penalties in the HAC MBS Master Agreement, or any amendment or replacement thereto with MBA or a new MBA with an ownership interest in the other endorsed pharmacy benefit management service provider, would constitute a material breach of this Agreement which must be remedied within thirty(30)days of CVS/caremark presenting HAC with notice of breach. Notwithstanding the foregoing, if HAC becomes aware that such a fee or a penalty is being charged by the MBA (or any new MBA with such ownership interest)to a Participating Group using the HAC MBS Master Agreement, or the amendment or replacement thereto, HAC will provide notice to CVS/caremark of such fee or penalty and shall remedy such breach within thirty(30)days. (c) HAC and CCOG each agree to ensure that Confidential Information, contained in, and exchanged pursuant to, this Agreement is not disclosed by HAC or CCOG to the other endorsed prescription benefit services provider or endorsed medical vendor owning or controlling the other endorsed prescription benefit services provider. (d) HAC and CCOG will communicate to Participating Groups and anyone receiving Confidential Information that Confidential Information may not be shared with the second endorsed prescription benefit service provider or medical vendor. (e) HAC and CCOG each acknowledge and agree that a breach of Section 6.6(a), (b)or(c)by HAC or CCOG shall be deemed a material breach of this Agreement and shall entitle CVS/caremark to modify pricing terms pursuant to Section 12.2 of this Agreement. • 29 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • (f) Participating Group shall make CVS/caremark the exclusive provider of the Services described in this Agreement to the Plan and its Plan Participants; provided, however, the Parties acknowledge that Participating Groups may engage alternative providers for disease management programs and Participating Groups who have selected the open network for Specialty may use other Specialty Drug pharmacy services. 6.7 HAC's/CCOG's/Participating Group's Obligation. CVS/caremark shall not be held responsible to any performance standard or obligation if HAC, CCOG, Participating Group or any such Parties' designee fails to provide CVS/caremark with information needed to meet such performance standard or obligation. 6.8 Participating Group Addendum. HAC and CCOG shall provide assistance to CVS/caremark to ensure that each Participating Group signs a Participating Group Addendum to this Agreement in the form for which Exhibit E is a template prior to the date on which CVS/caremark begins providing services to such Participating Group. 6.9 Plan Participant Cost Share. CVS/caremark may, but shall not be obligated to, dispense a Prescription even if the Prescription is not accompanied by the Cost Share. In the event a Plan Participant submits to CVS/caremark an incorrect Cost Share and the Plan Participant fails to pay the correct Cost Share amount to CVS/caremark within ninety (90) days of CVS/caremark's request, then CVS/caremark shall have the right to invoice Participating Group for, and Participating Group shall have an obligation to pay CVS/caremark, the amount of the uncollected Cost Share (s) in accordance with each Participating Group's predetermined threshold for these occurrences as determined during implementation or otherwise agreed to by Participating Group • and CVS/caremark. Shipping of Prescriptions submitted without the appropriate Cost Share may be delayed. CVS/caremark will undertake its standard collection efforts before invoicing Participating Group. CVS/caremark shall provide ongoing reporting of outstanding balances to Participating Groups annually, or as otherwise mutually agreed by Participating Group and CVS/caremark. 7. Invoicing and Payment. 7.1 Invoicing. CVS/caremark shall invoice Participating Group, which may be via facsimile or electronically, in CVS/caremark's standard format, in accordance with the financial terms set forth in Exhibit A according to the following schedule: (a) Claims. CVS/caremark shall issue Participating Group an invoice for Prescription Claims four(4)times monthly. (b) Administrative Fees. CVS/caremark shall issue Participating Group an invoice for administrative fees on a monthly basis, which shall be the fourth Claims invoice of each month. 7.2 Payment. Each Participating Group shall pay CVS/caremark all invoiced amounts for Claims and administrative fees within five (5) days after Participating Group receives an invoice from CVS/caremark. Participating Group shall have no right to offset disputed amounts or amounts due or allegedly due from CVS/caremark to Participating Group from such payment except as approved in writing by CVS/caremark. Any sales, use or other tax or assessment imposed under any applicable Law, including any surcharge or similar fee imposed under any applicable Law on any health care provider, pharmaceutical supplier, Plan Participant, Claim(s) paid, service, supply or product provided under this Agreement, will be the sole responsibility of the Participating Group • 30 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • and shall be added to the invoice, unless (a) Participating Group is exempt from a certain tax or assessment and (b) Participating Group has provided sufficient evidence of such exemption in a timely manner to CVS/caremark pursuant to Section 12.9 of this Agreement. In the event that a Participating Group disputes a charge for an administrative fee, without amending Participating Group's obligations under this Section 7.2, Participating Group may contact the Manager of Account Management who will reply to Participating Group within five (5) business days of receiving Participating Group's notice. Upon the initial meeting the CVS/caremark and Participating Group will work to establishing a mutually agreeable timeline to resolve the issue. 7.3 Late Payments. At the option of CVS/caremark,payments not received in accordance with Section 7.2 shall bear a service fee of eighteen percent (18%) per annum (or, if less, the highest rate allowed by Law). 7.4 Financial Responsibility. If at any time during this Agreement CVS/caremark reasonably determines, based on Claims volume, payment record or Participating Group's latest financial information, that Participating Group may have difficulty meeting its financial commitments under this Agreement, then CVS/caremark may request information, reasonable assurances or both from Participating Group as to its financial responsibility (including a deposit in an amount equal to the average billing amount based upon the average of the last three (3) months of billing history or, if the three(3)months billing history is not available,the most recent month of billing history will be the basis). If CVS/caremark requires Participating Group to provide a deposit, Participating Group will provide such deposit within ten(10) days of CVS/caremark's written request. If Participating Group gives CVS/caremark a deposit, CVS/caremark may apply the deposit to past due balances and shall return the remaining deposit, if any, after the termination of this Agreement and the • payment of all amounts payable to CVS/caremark hereunder. Any deposit provided by Participating Group shall not be deemed a Plan asset. Additionally, Participating Group will furnish audited financial statements to CVS/caremark upon CVS/caremark's request. CVS/caremark will keep these audited financial statements confidential and will use them solely for internal review purposes to determine credit requirements. 7.5 Suspension of Performance. In the event Participating Group: (i) is not current on its payment obligations under this Agreement or does not provide a deposit pursuant to Section 7.4; (ii) makes an assignment for the benefit of creditors; (iii) is the subject of a voluntary or involuntary petition for bankruptcy, or is adjudged insolvent or bankrupt,or, in the case of public sector entities only, is deemed by its state government to be in a state of fiscal emergency; or(iv) a receiver or trustee is appointed for any portion of its property, CVS/caremark may immediately, and without penalty or any liability for any Losses, suspend performance of Services hereunder provided that CVS/caremark promptly notifies Participating Group in writing of its intentions to suspend performance and, for(i) Participating Group has not corrected such payment breach within two(2) business days of receipt of such written notice. Suspension of performance by CVS/caremark shall not constitute termination of this Agreement. 8. Pharmaceutical Contracts and Rebates. 8.1 Participating Group's Authorization. Participating Group authorizes CVS/caremark to contract as a group purchasing organization for the Plan with pharmaceutical manufacturers and distributors for Rebates. Participating Group acknowledges that whether and to what extent pharmaceutical manufacturers and distributors are willing to provide Rebates to Participating Group may depend upon a variety of factors, including the content of the Elected Formulary adopted by Participating Group, the Plan's design features and participating in CVS/caremark's formulary management programs, as well • 31 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • as CVS/caremark receiving sufficient information regarding each Claim that is submitted to pharmaceutical manufacturers for Rebates. 8.2 Remittance of Rebates. For Participating Groups that receive Rebate payments and not for Participating Groups with Reinvested Rebate offers, CVS/caremark will remit to Participating Group Rebates received by CVS/caremark with respect to Participating Group's Claims during the prior calendar quarter,if any,net of the fees retained by CVS/caremark pursuant to Section 7 and as set forth in Exhibit A. Participating Group acknowledges and agrees that it shall not have a right to interest on, or the time value of,any Rebate payments received by CVS/caremark or monies payable under this Agreement. In addition to any security required under Section 7.4, if any, CVS/caremark may delay remittance of Rebates to allow for final adjustments upon termination of this Agreement. Following the expiration of this Agreement, or upon Participating Group's termination of their participation in this Agreement pursuant to Section 9.2(a), CVS/caremark will continue to remit to Participating Group Rebates received by CVS/caremark with respect to Participating Group's Claims,net of any fees. 8.3 Rebate Limitations. Participating Group waives, releases and forever discharges CVS/caremark from any Losses arising from a pharmaceutical manufacturer's or distributor's (i) failure to pay any Rebate; (ii) breach of an agreement related to Rebates; or (iii) negligence or misconduct affecting Rebates. Participating Group acknowledges that Rebates will not be paid with respect to Claims reimbursed on a unit basis by Medicaid agencies or other federal or state healthcare programs. Participating Group acknowledges and agrees that CVS/caremark may, but shall not be required to, initiate any collection action to collect any Rebates from a pharmaceutical company. In the event CVS/caremark does initiate • collection action against a pharmaceutical company to collect Rebates, CVS/caremark may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action on a proportional basis to Participating Group. 8.4 Disclosure of Manufacturer Fees. In accordance with Section 8.1 of this Agreement, CVS/caremark or its affiliates may hold contracts with pharmaceutical companies relating to products covered under this Agreement. In connection with such contracts, CVS/caremark or its affiliates may have a financial relationship with such pharmaceutical companies and may receive and retain fees or other compensation from pharmaceutical companies for services rendered and property provided to pharmaceutical companies, including, without limitation, administrative fees paid in relation to administrative duties in connection with aggregation and invoicing for rebates ("Manufacturer Administrative Fees") that range between one percent (1%) and four percent (4%) of the wholesale acquisition cost ("WAC") of the products dispensed across CVS/caremark's book of business. In addition, CVS/caremark or its affiliates may receive purchase discounts from pharmaceutical companies(both discounts applied concurrent with the adjudication of the Claim and retrospectively at a later date after adjudication based on pharmacy purchasing) which are attributable to or based on products purchased by CVS/caremark affiliated dispensing pharmacies. The term"Rebates"as used in this Agreement does not include these fees and other compensation, and concurrent or retrospective discounts associated with the purchase price of products described in this Section 8.4, which belong exclusively to CVS/caremark or its affiliates. 8.5 Pharmaceutical Manufacturer and Distributor Agreements. Participating Group agrees that during the Term of this Agreement, Participating Group will not directly or indirectly negotiate, contract, or agree with any pharmaceutical company, or any other third party, for the purpose of obtaining rebates or other discounts related to the drug utilization, including, but not limited to, the use of over the counter products, of Plan Participants. Participating Group further agrees to cancel any existing agreements, • 32 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • arrangements and/or contracts with any pharmaceutical company or other third party related to such rebates or discounts as of the Commencement Date. In the event of a breach of this Section 8.5 by Participating Group, CVS/caremark may terminate this Agreement or Participating Group's participation in the Rebates and may retain 100%of any and all Rebates that have not been remitted to Participating Group as of the date of such termination. The pursuit or award of damages shall in no event preclude the right of CVS/caremark to seek an injunction or other equitable relief to enforce this Section 8.5,or any remedy available at Law. CVS/caremark shall have the exclusive right to enter into contracts with any pharmaceutical company or other third party with respect to rebates or discounts for drug utilization, including the use of over the counter products,of Plan Participants. 9. Term and Termination. 9.1 Term. (a) Agreement Term. The term of this Agreement shall commence on the Effective Date and expire on December 31, 2019,including any renewal periods as hereinafter set forth, and subject to earlier termination as hereinafter set forth ("Term"). THE TERM MAY BE RENEWED FOR TWO (2) ADDITIONAL ONE (1) YEAR PERIODS UPON THE MUTUAL AGREEMENT OF HAC, CCOG AND CVS/CAREMARK. (b) Participating Group Addendum Initial Contract Term. The following terms apply to Participating Groups with an Initial Contract Term that does not align with the Term of this Agreement: (i) In the event the Initial Contract Term for a Participating Group extends beyond the Term of this Agreement and (A) this Agreement is renewed by CVS/caremark, HAC and/or CCOG, such Participating Group shall have the option to y) adopt the • modified or amended Agreement by signing a new Participating Group Addendum or z) maintain the terms of the Agreement in place at the termination of the applicable Term for the duration of such Participating Group's Initial Contract Term, including the last year of financial commitment prior to renewal; or(B)this Agreement is not renewed by CVS/caremark, HAC and/or CCOG, such Participating Group may continue to receive Services from CVS/caremark under the terms of this Agreement for the remainder of the Initial Contract Term, provided that CVS/caremark may modify the financial terms in effect at the end of the Term of this Agreement consistent with comparable (i.e. reasonably similar plan design, plan formulary, Brand Drug/Generic Drug and mail/retail utilization information and demographic composition)entities of the same or similar size. (ii) In the event the Initial Contract Term for a Participating Group ends before the termination date of this Agreement, such Participating Group may, at the end of their Initial Contract Term, (A) renew with CVS/caremark by signing a new Participating Group Addendum that comes into alignment with the Term of the Agreement at the current pricing under the Master Agreement or (B) terminate their Participating Group Addendum. 9.2 Termination for Cause. (a) Either HAC or CCOG may terminate this Agreement upon written notice to CVS/caremark in the event of a material breach of this Agreement by CVS/caremark which is not cured within sixty (60) days of notice thereof, provided that the Agreement shall survive with respect to CVS/caremark and the other Party unless the other Party also provides notice of a material breach. • 33 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • (b) In the event of a material breach of this Agreement by HAC or CCOG,CVS/caremark may terminate this Agreement with respect to the breaching Party in the event the material breach by HAC or CCOG, as applicable, is not cured within sixty (60) days of notice thereof, provided that the non-breaching Party shall not be considered in violation of this Agreement and the Agreement shall survive with respect to CVS/caremark and the non- breaching Party. (c) In the event of a material breach of this Agreement by a Participating Group, CVS/caremark may (i) terminate Participating Group's Participating Group Addendum upon written notice of default to the breaching Participating Group if such material breach of this Agreement is not cured within sixty(60)days of notice thereof(within five(5)days of notice for failure to make any payment required under this Agreement which is not cured in the five (5) day period), (ii)terminate Participating Group's participation in the Rebates and this Agreement and (iii) may retain 100% of any and all Rebates that have not been remitted to Participating Group as of the date of such termination. (d) Participating Group may terminate its respective Participating Group Addendum and participation in this Agreement upon written notice to CVS/caremark in the event of a material breach of the Participating Group Addendum or this Agreement by CVS/caremark which is not cured within sixty (60) days of notice thereof, provided that the Agreement shall survive with respect to CVS/caremark, HAC, CCOG and the other Participating Groups. (e) The pursuit or award of damages shall not constitute a penalty or liquidated damages, and shall in no event preclude the right of any Party to an injunction or other equitable relief,or any remedy available at Law or equity. • (f) In the event of a breach of Section 6.6(a), (b) or (c) by either HAC or CCOG, CVS/caremark may terminate this Agreement with respect to the breaching Party if such breach is not cured within such thirty (30) days of notice thereof; provided the non- breaching Parties shall not be considered in violation of this Agreement the Agreement shall survive with respect to CVS/caremark and the non-breaching Parties. In the case of such a breach of Section 6.6(d)by a Participating Group, upon notice from CVS/caremark to such Participating Group, the Participating Group Addendum and this Agreement shall terminate only with respect to the breaching Participating Group. (g) HAC, CCOG or CVS/caremark may terminate this Agreement if any court, governmental or regulatory agency issues one of such Parties an order to cease and desist doing business. The Party receiving notice of an order or finding must provide the other two of HAC, CCOG or CVS/caremark, as applicable, written notice within two (2) business days of receipt. 9.3 Termination for Change in Law. (a) Any Party may terminate this Agreement, or, in the case of Participating Group, its respective Participating Group Addendum,upon written notice to CVS/caremark,HAC and CCOG if, as a result of any Change in Law,the rights or obligations of the requesting Party would be materially adversely affected. Any such termination shall be effective on the day immediately preceding the effective date of such Change in Law, subject to the provisions of Section 9.3(b)below. (b) Notwithstanding Section 9.3(a), CVS/caremark, HAC and the impacted Party agree to use prompt, good faith efforts to renegotiate the terms of this Agreement, or the Participating Group Addendum, if applicable. If such Parties successfully conclude such negotiations • prior to the effective date of the Change in Law, this Agreement shall not terminate and 34 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK II/ shall be amended to reflect the negotiated terms. In the event such Parties are unable to successfully conclude such negotiations,this Agreement shall terminate as provided above. (c) State Fiduciary Laws. CVS/caremark shall not be obligated at any time to provide Services to Participating Group or, if applicable, Plan Participants if Participating Group or, if applicable, Plan Participants are located in a state requiring a prescription benefit manager to be a fiduciary to Participating Group or a Plan Participant in any capacity contrary to the terms and conditions specifically identified in this Agreement. In the event any state Law requires CVS/caremark to be a fiduciary to Participating Group or a Plan Participant contrary to the terms and conditions identified in this Agreement, CVS/caremark may elect not to provide Services to the impacted Plan Participants upon thirty(30)days prior written notice to Participating Group; provided, however, prior to any termination pursuant to this Section 9.3(c), CVS/caremark and HAC agree to use prompt, good faith efforts to renegotiate the terms of this Agreement in a manner that would not require CVS/caremark to be a fiduciary to Participating Group or Plan Participant contrary to the terms specified in this Agreement if possible under the state Law. In the event the Parties are unable to successfully conclude such negotiations or the state Law does not allow for such modification, CVS/caremark may cease providing Services as noted above in this subsection. 9.4 Obligations Upon Termination. (a) Regular Post-Termination Services. Upon termination of this Agreement other than a termination initiated by CVS/caremark due to another Party's material breach, CVS/caremark will continue to provide information reasonably required by HAC, CCOG • and Participating Groups to satisfy its regulatory reporting obligations for each Contract Year under the Agreement. In the event of an audit by state or federal regulators or their agents or representatives, with respect to any Contract Year during or after the Term of the Agreement, CVS/caremark will provide all reasonable information requested by HAC, CCOG and Participating Groups or required by the auditor to respond to inquiries related to such audit,all of which will be provided at CVS/caremark's then prevailing rates. (b) Special Post-Termination Services. Upon termination of this Agreement, CVS/caremark will, at Participating Group's request, provide mutually agreed upon post-termination services at the CVS/caremark prevailing rate. (c) PHI Return or Destruction. Except as provided in Section 9.4(d) below, upon termination of this Agreement, for any reason, CVS/caremark shall, if feasible, return, destroy or require the destruction of all PHI created or received by CVS/caremark of Participating Group in connection with this Agreement. (d) PHI Retention. In the event that CVS/caremark determines that returning or destroying the PHI is not feasible, CVS/caremark may retain PHI, provided that CVS/caremark shall extend the protections contained in the Business Associate Obligations agreed to by CVS/caremark and Participating Group, a model of which is included in Attachment 1 to Exhibit E to this Agreement, in the Participating Group Addendum to such PHI and limit further uses and disclosures of such PHI to those purposes that make the destruction infeasible,for so long as CVS/caremark maintains such PHI. 9.5 Termination without Cause for Participating Groups. (a) Any active Participating Group as of December 31,2016 may terminate its respective Participating Group Addendum and its participation in this Agreement at any time 1111 35 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • without cause upon one hundred twenty (120) days prior written notice to CVS/caremark. New Participating Groups (i.e. Participating Groups that were not Participating Groups prior to January 1, 2017 under the predecessor to this Agreement) whose Commencement Date is on or after January 1, 2017 who terminate their participation in this Agreement prior to the end of that Participating Group's Initial Contract Term of three years, for any reason other than CVS/caremark's material breach agree to pay CVS/caremark the following amount below depending on the Contract Year of the Participating Group's Initial Contract Terms in which the Participating Group terminates: (i) Contract Year one, an amount equal to five percent (5%) of the projected Total Drug Spend for the remaining Term, as calculated by CVS/caremark if termination occurs in the first Contract Year of the Participating Group's PGA, (ii) ' an amount equal to three percent (3%) of the projected Total Drug Spend for the remaining Term as calculated by CVS/caremark if termination occurs in the second Contract Year of the Participating Group's PGA, and (iii) an amount equal to one percent(1%) of projected Total Drug Spend for the remaining Term as calculated by CVS/caremark if termination occurs in the third Contract Year of the Participating Group's PGA(the applicable fee referred to herein as the"Termination Fee"). New Participating Groups who complete an Initial Contract Term of three (3) years and renew participation in this Agreement will incur no Termination Fee. (e) The Termination Fee shall be calculated net of any Rebates, discounts or other price • concessions. The Termination Fee is intended to compensate CVS/caremark for services rendered in connection with Participating Groups unfulfilled Term. The Termination Fee shall not be deemed or characterized as a penalty but shall be treated as liquidated damages. 10. Confidential and Proprietary Information. 10.1 Confidential Information. (a) Neither CVS/caremark, HAC, CCOG nor Participating Group, nor any of their officers, employees, advisors, agents or representatives of the foregoing shall disclose or make use of any Confidential Information of the other Parties except as permitted under this Agreement without the prior written consent of the Party owning such Confidential Information, which consent may, inter ailia be conditioned upon the execution of a confidentiality agreement prior to any disclosure to a third party. CVS/caremark, HAC, CCOG and Participating Group will disclose Confidential Information of another Party only to its officers,employees,advisors,agents or representatives who have a need to know the Confidential Information in order to accomplish the purpose of this Agreement and who (i) have been informed of the confidential and proprietary nature of the Confidential Information, and (ii) have agreed not to disclose it to others and to treat it in accordance with the requirements of this Section. Participating Group shall advise its officers, employees, advisors, agents or representatives of the confidentiality provisions set forth in this Agreement and shall be liable for any breach of such confidentiality provisions by its officers, employees, advisors, agents or representatives. Notwithstanding the foregoing, HAC and CCOG may provide commercially reasonable pricing information to prospective participating groups and their representatives provided that (i) the information is identified as confidential and proprietary and (ii) prospective participating groups and their representatives are prohibited from disclosing • such information to third-parties or using such information other than for the limited purposes of 36 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • evaluating the appropriateness of the prospective participating group's becoming a Participating Group. In order to preserve and protect the confidential or proprietary nature of any Confidential Information and to prevent it from falling into the public domain or into the possession of persons not bound to maintain its confidentiality, each Party will handle the Confidential Information of each other with the same degree of care that it applies with respect to its own information that it considers as confidential and proprietary,but in no event with less than reasonable care. (b) The foregoing shall not apply to such Confidential Information to the extent: (i) the information is or becomes generally available or known to the public through no fault of the receiving Party; (ii) the information was already known by or available to the receiving Party prior to the disclosure by the other Party on a non-confidential basis; (iii)the information is subsequently disclosed to the receiving Party by a third party who is not under any obligation of confidentiality to the Party who disclosed the information; (iv) the information has already been or is hereafter independently acquired or developed by the receiving Party without violating any confidentiality agreement or other similar obligation; or(v)the information is required to be disclosed pursuant to a valid court order and the order is either non-appealable or the timeframe for any such appeal has lapsed absent an appeal. If any Party is required to disclose the Confidential Information of another Party as part of a judicial process, government investigation, legal proceeding, or other similar process, such Party, if it is reasonably possible to do so, shall give such prior written notice to the other Party to allow the other Party to seek an appropriate protective order or modification of any disclosure. (c) CVS/caremark considers the following information to be Confidential Information, however,it agrees that the following data fields may be disclosed by Participating Group,HAC or CCOG: • (i) Eleven Digit NDC (ii) Fill Date (iii) Quantity Dispensed (iv) Days Supply (v) Mail/Retail Channel Indicator (vi) Generic/Brand/Compound/Specialty Indicator (vii) Formulary Status Indicator (viii) DAW Indicator (ix) Zero Balance Due Indicator (x) National Council for Prescription Drug Programs(NCPDP)/National Association of Boards of Pharmacy(NABP)/NIC Number/of Dispensing Pharmacy (xi) Copay Tier Indicator (d) Any unauthorized disclosure or use of Confidential Information including but not limited to, the sharing of this Agreement, any of the financial terms related to this Agreement, or Claims tapes containing Confidential Information with any consulting agents, advisors, brokers, or any other third party, would cause CVS/caremark, HAC, CCOG or Participating Group immediate and irreparable injury or loss that may not be adequately compensated with money damages. Accordingly, if CVS/caremark, HAC, CCOG or Participating Group fails to comply with this Section 10 with respect to a Party's Confidential Information, such Party will be entitled to specific performance including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and to judgment for Losses caused by the breach, and to any other remedies provided by Law. S 37 NOT FOR DISTRIBUTION. THE INFNTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • (e) Authorization to Release Data to HAC-Designated and/or Participating Group-Designated Third Party Service Providers. Participating Group hereby authorizes CVS/caremark to disclose Confidential Information and other data, including Claims, utilization, eligibility, and cost data to Participating Group's designated health benefit plan(s),consultants,auditors and third party service provider(s) (each a "Participating Group Service Provider") so that such Participating Group Service Provider may provide services to Participating Group with regard to such Confidential Information and data. HAC and Participating Group hereby authorizes CVS/caremark to disclose Confidential Information and other data, including Claims, utilization, and cost data to HAC's designated consultants, auditors and third party service provider(s) (each a "HAC Service Provider") so that such HAC Service Provider may provide services to HAC with regard to such Confidential Information and data and this Agreement. Participating Group and HAC acknowledges that any such disclosures shall be subject to the execution of a separate confidentiality agreement by CVS/caremark and the Participating Group Service Provider or HAC Service Provider, as applicable, which shall govern the disclosure and use of such Confidential Information as between CVS/caremark and Participating Group Service Provider or HAC Service Provider, as applicable. Participating Group and HAC each authorizes CVS/caremark to provide Confidential Information to the respective Participating Group Service Provider or HAC Service Provider for whatever time periods CVS/caremark holds the Confidential Information and other data or until Participating Group or HAC revokes their respective authorization in writing. Participating Group acknowledges and agrees that to the extent any data disclosed to a Participating Group Service Provider includes Plan Participant information, including PHI, such Plan Participant information shall be disclosed by CVS/caremark on behalf of Participating Group and subject to the Business Associate Agreement between Participating Group and Participating Group Services Provider. Participating Group acknowledges that Participating Group Services Provider is not a • downstream business associate of CVS/caremark for any purpose in connection with any such disclosure of data or Confidential Information. Participating Group agrees that CVS/caremark and its subsidiaries and affiliates, and each of their respective officers, directors, employees and agents, will have no liability arising,in whole or in part,from: (i)the release of Confidential Information or PHI by CVS/caremark to a Participating Group Service Provider pursuant to Participating Group's direction, and in accordance with this Section 10.1(e); or (ii) the use or subsequent release of Confidential Information or PHI by Participating Group Service Provider or Participating Group. HAC agrees that CVS/caremark and its subsidiaries and affiliates, and each of their respective officers, directors, employees and agents,will have no liability arising, in whole or in part, from: (x) the release of Confidential Information by CVS/caremark to a HAC Service Provider pursuant to HAC's direction, and in accordance with this Section 10.1(e); or (y) the use or subsequent release of Confidential Information by HAC Service Provider or HAC. (f) Public Records Acts. Notwithstanding the foregoing provisions in this Section 10, CVS/caremark, HAC and CCOG acknowledge that for any Participating Group that is a public entity subject to state Laws governing disclosure of public records (referred to for this provision as a "Public Entity Participating Group"), the following terms apply. Public Entity Participating Group agrees that the confidential and proprietary information of CVS/caremark which is in writing and marked as confidential and proprietary, shall be afforded protection under applicable Law. Prior to disclosing such confidential and proprietary information of CVS/caremark, HAC or CCOG, Public Entity Participating Group shall immediately notify CVS/caremark, HAC and/or CCOG, as applicable of any requests for information made by a third party pursuant to applicable state statute or local ordinance and shall further provide CVS/caremark, HAC and/or CCOG, as applicable, sufficient time to claim applicable exemptions and/or designate those portions of this information that constitute proprietary information exempt from disclosure under applicable state statute or local ordinance. Public Entity Participating Group further acknowledges that it will not 411 release any information identified by CVS/caremark HAC and/or CCOG, as applicable, as exempt 38 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • from disclosure without first providing notice to CVS/caremark HAC and/or CCOG, as applicable, of such intent and allowing CVS/caremark HAC and/or CCOG, as applicable,to seek judicial relief to prevent such disclosure. Public Entity Participating Group agrees not to oppose any action of CVS/caremark HAC and/or CCOG, as applicable, to obtain a declaratory judgment or other appropriate remedy. If a court thereafter determines that Public Entity Participating Group is legally required to disclose such proprietary information, Public Entity Participating Group shall disclose the minimum required pursuant to the court order. 10.2 Proprietary Information to CVS/caremark. HAC, CCOG and Participating Group acknowledge that the Elected Formulary is proprietary to CVS/caremark. Further, all CVS/caremark databases, as well as the software, hard coding, and logic used to generate the compilations of information contained in CVS/caremark's Claims adjudication system and in all other databases developed by CVS/caremark or its designees in connection with performing Services, and the format of all reports, printouts, and copies, and any prior and future versions thereof by any name, are the property of CVS/caremark and are protected by copyright which shall be owned by CVS/caremark. HAC, CCOG and Participating Group acknowledge that certain information contained in Claims data is considered Confidential Information of CVS/caremark, including costs and pricing information,and is proprietary to CVS/caremark. 11. Indemnification. 11.1 CVS/caremark shall defend, indemnify and hold harmless HAC, CCOG and Participating Group and each of its officers,directors, employees, subsidiaries and affiliates(the"Indemnified Parties") from and against any and all Losses incurred by any Indemnified Parties to the extent arising out of • or relating to CVS/caremark's negligence or breach of its obligations or warranties set forth in this Agreement, except to the extent such Losses are caused by the negligence or willful misconduct of any Indemnified Parties. 11.2 HAC, CCOG and Participating Group, respectively, shall defend, indemnify and hold harmless CVS/caremark and each of its officers, directors, employees, subsidiaries and affiliates (the "CVS/caremark Parties") from and against any and all Losses incurred by any CVS/caremark Parties to the extent arising out of or relating to(i)Participating Group's negligence or breach of its obligations or warranties set forth in this Agreement,except to the extent such Losses are caused by the negligence or willful misconduct of any CVS/caremark Parties,(ii)HAC or CCOG's respective negligence or breach of its obligations or warranties set forth in this Agreement, except to the extent such Losses are caused by the negligence or willful misconduct of any CVS/caremark Parties, (iii) any legal defects in the design of the Plan, or (iv) any deficiencies in the PDD approved by Participating Group. For the avoidance of doubt, neither HAC, nor CCOG, nor any Participating Group shall indemnify CVS/caremark for Losses to CVS/caremark due to the negligence or willful misconduct of another Party. 11.3 The Party seeking indemnification shall notify the Party from whom indemnification is sought in writing within thirty(30)days of the assertion of any claim or the commencement of any action or proceeding for which indemnity may be sought under this Agreement. Failure to notify the indemnifying Party shall not result in the waiver of indemnity rights with respect to such claim, suit, action or proceeding unless such failure materially prejudices the ability of the indemnifying Party to defend such claim, suit, action or proceeding. The Party seeking indemnification and the indemnifying Party shall cooperate with each other in the defense and settlement of any such claim, action or proceeding. • 39 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 12. General Provisions. 12.1 Assignment. HAC, CCOG and Participating Group may not assign this Agreement without the prior written consent of CVS/caremark, provided such consent will not be unreasonably withheld. However, HAC, CCOG or CVS/caremark may assign this Agreement or delegate the duties to be performed under this Agreement without the consent of Participating Group to any of its subsidiaries or affiliates at any time, or as part of a sale of all, or substantially all, of the assets to which this Agreement pertains. 12.2 Pricing Assumptions. (a) Upon thirty (30) days prior written notice of intent to modify to HAC, CCOG and/or Participating Group, CVS/caremark may modify or amend the financial provisions in the Agreement in a manner designed to account for the impact of the events identified below. Such notice will include CVS/caremark's explanation of the manner in which the modification accounts for the impact of the event: 1. A change in the scope of services to be performed by CVS/caremark or the assumptions upon which the financial provisions included in this Agreement are based and/or any government imposed or industry wide change that would impede CVS/caremark's ability to provide the pricing described in this Agreement,including any prohibition or restriction on CVS/caremark's ability to receive Rebates from pharmaceutical manufacturers; 2. A change in Participating Group alignment with CVS/caremark's Elected Formulary; 3. A loss of 20% or more collectively for all Participating Groups of annualized Total Drug • Spend from the Participating Group Total Drug Spend baseline established January 1, 2017* ; 4. Implementation or addition of 100% member paid Plan design, such as a high deductible health plan/consumer-driven health plan option, for more than 20% of Plan Participants of a Participating Group; 5. A change in the coverage of Medicare eligible Plan Participants, irrespective of the resulting change in total number of Plan Participants;and 6. If any core clinical program is provided by a third party vendor other than CVS/caremark. *The 2017 baseline is based on 2016 Total Drug Spend for existing Participating Groups plus annualized expected Total Drug Spend for new Participating Groups joining January 1, 2017. The baseline will be reviewed on an annual basis at the beginning of the calendar year. If the Total Drug Spend for the previous year increased, the baseline shall be reset as of January 1 based on the Total Drug Spend for the previous year. If the Total Drug Spend for the previous year decreased, the baseline shall not be reset until CVS/caremark exercises its right to revise the financial terms of the Agreement pursuant to this Section 12.2 due to such reduction. CVS/caremark shall provide HAC, CCOG and Participating Group thirty (30) days prior written notice in advance of any change to the financial provisions as detailed in Exhibit A to this Agreement, including all attachments to Exhibit A. Any such change shall be limited to account for the impact realized by CVS/caremark as a result of event(s) described above, including an explanation of the manner in which the modification in the financial provisions accounts for any such impact. (b) Pricing Benchmark. Medi-Span is the exclusive pricing benchmark for reporting AWP and Medi-Span is outside the control of CVS/caremark, HAC, CCOG and Participating Group. In the event Medi-Span discontinues reporting of AWP, or changes the manner in which AWP is • 40 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • calculated prior to the Effective Date, or during the Term, then (i) CVS/caremark and HAC agree to find a mutually agreed upon replacement, if applicable, and (ii) CVS/caremark reserves the right to modify the pricing terms of this Agreement, to be effective as of the Effective Date or such later effective date of such discontinuation or change, so as to maintain the Parties' relative economic positions as existed immediately before the effective date of such discontinuation in reporting or change in the calculation of AWP, as measured across all products on an aggregate basis. Such modifications may include, without limitation, the adjustment of AWP to the methodology relied on by such reporting source prior to such modification of AWP methodology, the adjustment of the AWP discount, or the utilization of alternate pricing benchmarks. Prior to the discontinuation or modification of the reporting of AWP, CVS/caremark will provide HAC with a HAC-specific report ("HAC Report") setting forth a representative sample of drugs and their corresponding prices to demonstrate that the revised pricing maintains the Parties' relative economic positions under this Agreement as existed immediately before the effective date of such discontinuation or modification in reporting AWP, as measured for each component in the aggregate across the entire coalition. This HAC Report will be provided in addition to the proposed new pricing. 12.3 Compliance with Law. Each Party shall comply with the provisions of all applicable Law relating to the performance of its obligations under this Agreement. No individual Party has any responsibility to advise the other about compliance with any Law. Participating Group represents that its Plan materially complies with all applicable Laws. Each Party has or shall obtain and maintain all required licenses, certifications and other approvals required by applicable Law as necessary to perform its respective obligations under this Agreement. CVS/caremark makes no representation that the Plan is in compliance with any applicable Law. • 12.4 Force Majeure. Except for payment obligations under the Agreement, neither CVS/caremark, HAC, CCOG nor Participating Group shall be liable for failure or delay of performance arising from an act of God or other events beyond the reasonable control of such CVS/caremark, HAC, CCOG and Participating Group, such as the acts of a regulatory agency, fires, floods, pandemics, explosions,strikes,labor stoppages,and acts of terrorism,war or rebellion. 12.5 Limitation of Liability. (a) Except as otherwise expressly set forth in this Agreement, CVS/caremark makes no additional representations or warranties, including without limitation, warranties of merchantability or fitness for a particular purpose. (b) In no event shall a Party be liable to another Party for any incidental,special,consequential or punitive damages as a result of the performance or any default in the performance of their respective obligations under this Agreement. (c) CVS/caremark does not direct or exercise any control over the professional judgment exercised by any pharmacist in dispensing Prescriptions or otherwise providing pharmaceutical related services at a Participating Pharmacy. Participating Pharmacies are independent contractors,not subcontractors or agents of CVS/caremark,and CVS/caremark shall have no liability to Participating Group for a claim arising out of any act or omission of any Participating Pharmacy or its agents or employees. (d) CVS/caremark shall rely on Medi-Span, or any other nationally recognized reporting services of pharmaceutical prices selected in accordance with the terms of this Agreement, including Section 1.4 to determine AWP for purposes of establishing the pricing provided to Participating Group under this Agreement. HAC, CCOG and Participating Group • acknowledge that CVS/caremark does not establish AWP or other available industry 41 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • pricing benchmark methodologies (e.g., "Wholesale Acquisition Costs"), and CVS/caremark shall have no liability to Participating Group arising from the use of such pricing services. 12.6 General. Except as otherwise provided herein, this Agreement may not be modified except in a writing signed by CVS/caremark and HAC with consultation from CCOG. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall remain in full force and effect and enforceable in accordance with its terms. This Agreement, including all documents and Exhibits referred to herein and attached hereto and with respect to each Participating Group, its respective Participating Group Addendum, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or contracts regarding the subject matter of this Agreement, including, but not limited to, CVS/caremark's response to a request for proposal, a best and final offer document or final offer document or finalist presentation, and any memorandum of understanding, and constitute the entire agreement existing between CVS/caremark, HAC and CCOG with respect thereto. No waiver or discharge of any breach of this Agreement shall be effective unless it is in writing and signed by the Party granting such waiver or discharge. Any waiver of any breach of any provision of this Agreement shall not be a waiver of any subsequent breach of any provision of this Agreement. The terms and conditions of this Agreement are the result of an arm's length negotiations between CVS/caremark, HAC and CCOG and CVS/caremark, HAC and CCOG have had the opportunity to obtain the advice of legal counsel regarding the negotiations and execution of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The section headings contained in this • Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. 12.7 Governing LawNenue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware (without regard to its conflict of laws rules). Any suit brought hereunder(including any action to compel arbitration or to enforce any award or judgment reentered thereby) shall be brought in federal court in the Northern District of Ohio. Each Party agrees that any such court shall have in persona jurisdiction over it and consents to service of process in any manner authorized by applicable Law. 12.8 Dispute Resolution. (a) Step 1 —Before resorting to other remedies available to them,HAC,CCOG or Participating Group, as applicable,and CVS/caremark shall attempt to resolve any dispute arising out of this Agreement by negotiations between executives who have authority to settle the controversy. All reasonable requests for information made by one Party to the other will be honored. CVS/caremark agrees to disclose relevant information to HAC, CCOG or Participating Group, as applicable, necessary to resolve the dispute, excluding any privileged information such as trade secrets or agreements subject to confidentiality provisions. (b) Step 2 - Any dispute concerning a question of fact arising under the terms of this Agreement, which is not disposed of within a reasonable period of time by CVS/caremark and HAC, CCOG, or Participating Group or such applicable Party's representatives under Step 1,shall be brought to a three member panel for resolution. One panel member shall be chosen by CVS/caremark, one by HAC, CCOG or Participating Group, as applicable, and • an independent member shall be chosen by HAC, CCOG or Participating Group, as 42 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • applicable, and CVS/caremark that is acceptable to the Parties involved in the dispute. The Parties involved in the dispute agree to pursue resolution of any disputes via this three member panel using dispute resolution mechanisms that are mutually agreeable to the Parties. (c) Each Party reserves the right to seek from a court with proper jurisdiction equitable,interim or provisional relief to avoid irreparable harm. To the extent there exists a non-material breach, HAC, CCOG, Participating Group and CVS/caremark agree that, the existence of a dispute notwithstanding, each Party will continue without delay to carry out all their responsibilities under this Agreement which are not affected by the dispute. 12.9 Notices. Any notice given under this Agreement shall be given in writing, and sent by hand delivery, facsimile transmission (receipt confirmed), overnight courier that provides confirmation of delivery,or certified mail,return receipt requested,to the applicable Party at its address set forth below: If to CVS/caremark: If to Participating Group: CAREMARKPCS HEALTH,L.L.C. Address of Participating Group as identified 2211 Sanders Road in Addendum H. Northbrook,Illinois 60062 Attn: Vice President and Senior Counsel, Healthcare Services Fax No: (847)559-4879 • With a copy to: With a copy to: 9501 E. Shea Blvd. HEALTH ACTION COUNCIL Scottsdale,AZ 85260 6133 Rockside Rd Suite 210 Attn: Senior Vice President, Health Care Independence,OH 44131 Services Attn: Executive Director Fax No: (480)391-4704 Fax No: (216)328-1215 If to CCOG: If to HAC: The Cooperative Council of Governments HEALTH ACTION COUNCIL 5422 E. 96th Street Suite 120 6133 Rockside Rd Suite 210 Garfield Heights,OH 44125 Independence,OH 44131 Attn: Secretary to the Board Attn: Executive Director Fax No: Fax No: (216)328-1215 or to such other address or to the attention of such other person as each Party may designate in writing pursuant to this Section 12.9. Written notices shall be deemed received on the date actually delivered to the other Party. 12.10 Commercially Unavailable Products. This Agreement does not require CVS/caremark to dispense those products to which CVS/caremark has no commercially reasonable access. • 43 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 12.11 Independent Contractors. Nothing contained herein shall be deemed or construed by the Parties hereto, or by any third party, as creating a relationship of employer and employee, principal and agent, or joint venture of the Parties hereto; it being understood and agreed that no provision contained in this Agreement nor any acts of the parties hereto shall be deemed to place CVS/caremark in any relationship with HAC, CCOG and Participating Group other than as an independent contractor. 12.12 Third Party Beneficiary. This Agreement has been entered into solely for the benefit of HAC, CCOG and CVS/caremark and is not intended to create any legal,equitable,or beneficial interest in any third party or to vest in any third party any interest as to enforcement or performance,including but not limited to,Participating Pharmacies or Plan Participants. The Participating Group Addendum has been entered into solely for the benefit of Participating Group and CVS/caremark and is not intended to create any legal,equitable,or beneficial interest in any third party or to vest in any third party any interest as to enforcement or performance,including but not limited to,Participating Pharmacies or Plan Participants. 12.13 Government Programs. To the extent required by applicable Law or contractual commitment, Participating Group agrees to fully and accurately disclose and report to Medicare, Medicaid or other government health care program any discount or Rebate or other credit received by Participating Group under this Agreement, whether reflected in the fees for the products and services or otherwise provided hereunder, as discounts against the price of the drugs under all applicable state or federal programs that provide reimbursement to Participating Group for products or services provided by CVS/caremark. It is the intention of the Parties, that for purposes of the • Federal Anti-kickback Statute, any discount, Rebate or other Participating Group Credits shall constitute and be treated as discount against the price of drugs within the meaning of 42 U.S.C. §1320a-7b(b)(3)(A). 12.14 Government Program Business. Participating Group represents and warrants that: (a) it is not a party to a risk contract under Sections 1876(g)or 1903(m)of the Social Security Act; (b) it is not a Medicare Part C health plan that receives a capitated payment from Medicare and has its total Medicare beneficiary cost sharing approved by the Centers for Medicare and Medicaid Services under section 1854 of the Social Security Act;or (c) it does not provide or arrange for items and services for Medicaid enrollees in accordance with a risk-based contract with a state agency subject to the upper payment limits in 42 C.F.R § 447.361 or an equivalent payment cap approved by the U.S. Secretary of Health and Human Services. 12.15 Survival. Sections 2.12 (Reports, Claims Data and SSAE16), 2.18 (Performance Guarantees), 3 (Maintenance of Records), 4 (Use of Deidentified Data), 5 (Audit Rights), 6.3 (Control of Plan), 7.2 (Payment), 8 (Pharmaceutical Contracts and Rebates), 9.4 (Obligations Upon Termination), 10 (Confidential and Proprietary Information), 11 (Indemnification), 12.5 (Limitation of Liability)and 12.15 (Survival)shall survive the termination or expiration of this Agreement. 12.16 Use of Name. Each Party shall use the other Parties' name, logo and trademark only in the manner specified by the other Party in writing,or as expressly permitted by this Agreement. • 44 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 12.17 Third Party Recoveries. CVS/caremark shall use reasonable commercial efforts to distribute among its clients recoveries received from third parties during the Term to the extent such recoveries may reasonably be allocated to CVS/caremark's clients based on the utilization of products by Plan Participants. CVS/caremark may offset its reasonable costs arising from collection and distribution of such recovery, including reasonable attorneys' fees and expenses. CVS/caremark shall have no obligation to initiate or participate in any legal proceeding seeking third party recoveries. Such expenses will be allocated among all CVS/caremark clients affected or impacted on a prorated basis against the amount of the recovery. 12.18 Existing Relationship/New Opportunities. (a) HAC and CCOG each acknowledge that CVS/caremark has pre-existing relationships with other coalitions and purchasing collectives to which CVS/caremark provides similar services as contemplated by this Agreement. (b) HAC and CCOG acknowledge that CVS/caremark may, either through such coalition and relationships, purchasing coalitions or collectives on its own initiative, pursue new business opportunities and nothing contained herein shall prevent CVS/caremark from acting as pharmacy benefit management service provider for such opportunities in the event HAC, CCOG, CVS/caremark, or CVS/caremark's existing coalitions choose to submit bids or pursue such opportunities. (c) CVS/caremark will not initiate contact with a Participating Group with the purpose of moving to another CVS/caremark coalition, purchasing collective or on a direct basis during the Term of this Agreement; for the avoidance of doubt, either HAC or CVS/caremark may contact a Participating Group during the Term regarding prescription benefit management services to be provided after the Term of this Agreement. Notwithstanding the foregoing, if a consulting firm • or Participating Group requests a pricing proposal from CVS/caremark, CVS/caremark may submit a bid or pursue such opportunity which may be for a period overlapping the Term of this Agreement. (d) HAC will not make a recommendation to Participating Group's regarding either of its two endorsed providers of prescription benefit services that influences a Participating Group selection process of prescription benefit services. For the avoidance of doubt, this does not prohibit HAC from providing pricing analysis or information regarding the two endorsed providers. 12.19 Authority. CVS/caremark, HAC and CCOG each represents and warrants that it has the necessary power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. 12.20 Choice in Financial Option. Participating Group may request CVS/caremark to evaluate, and if CVS/caremark desires to offer, a Participating Group-level Average Script Price (ASP) guarantee (the "ASP Guarantee") for the following Contract Year by June 1 of the current Contract Year. CVS/caremark will provide ASP Guarantee proposal, if CVS/caremark desires to offer, by July 1, and Participating Group must notify CVS/caremark of its decision with respect to the ASP Guarantee by August 1. For Participating Groups with an ASP Guarantee, the ASP Guarantee, both the rate and the availability of the ASP Guarantee for such Participating Group, is determined on an annual basis by CVS/caremark. Notwithstanding the foregoing, for Participating Groups with a Commencement Date after January 1, 2017, an ASP Guarantee proposal may be requested as part of Participating Group's pricing evaluation. For the other fmancial pricing options in Exhibit A-1,Participating Group shall identify its elections in its Participating Group Addendum. • 45 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 12.21 HAC Membership Requirement. In the event that a Participating Group is no longer in good standing with HAC or ceases participation in HAC, such Participating Group shall no longer receive the pricing described herein. HAC shall provide written notice to CVS/caremark of Participating Groups change in good standing. CVS/caremark shall provide HAC the revised pricing as soon as practicable but no longer than fifteen (15) business days after CVS/caremark's receipt of written notice from HAC. CVS/caremark shall implement such pricing changes within thirty (30) days of HAC's written notice to move forward with implementation except for changes in the 4th quarter which will be implemented on a mutually agreeable timeline. In such event, CVS/caremark shall revise such Participating Group's pricing to reflect current, going rates and underwriting practices for similar-sized employer clients. The Parties acknowledge and agree that in order to determine whether the pricing Participating Group receives is reflective of similar-sized employer clients, CVS/caremark will evaluate the following factors: the mail and retail pricing for brand and generic drugs, pricing for specialty drugs, administrative fees, rebates, other relevant factors (such as mail, generic and specialty utilization) and Plan design. CVS/caremark will use reasonable efforts to notify HAC of any Participating Group notifying CVS/caremark of termination within five(5)business days of receipt of notification from Participating Group. HAC will use reasonable efforts to notify CVS/caremark of any Participating Group notifying HAC of termination within five(5)business days of receipt of notification from Participating Group. 12.22 Competitiveness. On an annual basis in the second quarter of each Contract Year(except the third Contract Year)HAC has the option of conducting a market check. Upon HAC's reasonable request, CVS/caremark shall present a market check analysis of comparable (i.e. reasonably similar plan design, plan formulary, Brand Drug/Generic Drug and mail/retail utilization information demographic composition) coalitions or individual companies of the same or similar size within • fifteen (15) business days or a timeline mutually agreed to by the parties. If such market check analysis finds the current market conditions would yield at least two percent (2.0%) annual gross plan costs savings in aggregate across all Basic Financial Metrics, subject to the good faith discussion and negotiation described below, CVS/caremark will make a pricing adjustment to all Participating Groups, subject to the following paragraph. After presentation of the market check analysis, CVS/caremark will, within twenty-one (21) calendar days, hold a good-faith discussion with HAC for the purpose of determining if CVS/caremark agrees with HAC's assessment that a pricing adjustment is warranted. If CVS/caremark and HAC are unable to reach an agreement on pricing competitiveness, and/or sufficiency of network access, HAC may terminate this Agreement upon ninety (90) calendar days notice without penalty but in no event prior to January 1 of the Contract Year following the market check process. If HAC and CVS/caremark agree to any revisions to the financial terms as a result of this review(i) the Agreement shall be amended and (ii) such adjustment will be effective January 1 of the following Contract Year, beginning January 1, 2018; provided that HAC and CVS/caremark agree on final pricing by August 31 of the Contract Year of the market check, and a legal document is signed by HAC and CCOG and returned to CVS/caremark at least sixty(60)days prior to the date the pricing change is effective. "Basic Financial Metrics" are defined as AWP discounts(or discounts or pricing margins related to the pricing benchmark that may supersede AWP) and discount-related guarantees, administrative fees, dispensing fees (for Brand Drugs, Generic Drugs and Specialty Drugs at retail, mail and specialty delivery systems), Rebates, commissions or administrative fees to HAC, Performance Guarantees,and all Participating Group Credits. • 46 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Market Check Updates. Participating Group delegates the authority to negotiate the revised pricing terms applicable for Participating Group, if any,to HAC. Once the revised pricing terms are agreed upon by HAC and CVS/caremark, HAC shall advise CCOG and Participating Group of the revised pricing in advance of the date such revised pricing is effective. For the avoidance of doubt, this provision shall only apply to pricing changes resulting from a market check. 12.23 Insurance. CVS/caremark will maintain during the Term of the Agreement with Participating Groups the following insurance coverage: comprehensive general liability, including personal injury, products and completed operations and contractual liability in an amount of not less than $10,000,000 per occurrence; excess liability insurance in an amount of not less than $10,000,000; pharmacists professional liability insurance, in an amount of not less than $2,000,000 per occurrence, in excess of any self-retained risk; pharmacy benefit management professional liability/Errors & Omissions insurance with minimum limits of $20,000,000; commercial auto liability insurance with a minimum$2,000,000 limit;and workman's compensation and employer's liability with minimum statutory limits in all states. CVS/caremark will also maintain Network Security and Privacy Liability insurance with a minimum limit of$20,000,000. Such insurance shall include, without limitation, coverage for unauthorized access, denial of service attacks, computer viruses,transmission of malicious code,and failure of security; breach of privacy and the failure to protect and disclosure of personally identifiable information, payment card information and health information; violation of any Law in connection with the protection of information including fines and penalties to the extent allowed by applicable Law; notification and crisis management costs,identity theft monitoring and regulatory defense,at the CVS/caremark expense. CVS/caremark will offer identity theft monitoring at CVS/caremark's expense when a breach of PHI/PII has been caused by CVS/caremark, which compromises the Plan Participant's financial • identity and the Participating Group's request identity theft monitoring from CVS/caremark. Proof of such insurance will provided to HAC and CCOG not later than October 1, 2016, and to Participating Groups upon Participant Group's request. • 47 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 13. Exhibits. The following Exhibits are hereby incorporated into and made a part of this Agreement: Exhibit Description A Financial Terms B Audit Guidelines C-1 Performance Guarantees with less than$10 million in annual Total Drug Spend C-2 Performance Guarantees with greater than or equal to$10 million in annual Total Drug Spend D Specialty Drug List E Form of Addendum F Preventive Care Drugs G ERISA Appeals H Medicare Part D Subsidy I Maintenance Choice Program J Vaccine Master Addendum K CVS/caremark Standard Reports • 48 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • The Parties hereto have caused this Prescription Benefit Services Agreement to be executed by their duly authorized representatives. CAREMARKPCS HEALTH,L.L.C. HEALTH ACTION COUNCIL By: By: Its Its Date: Date: THE COOPERATIVE COUNCIL OF COLLABORENT GROUP LTD. (solely with GOVERNMENTS respect to Section 5 of Exhibit A of this Agreement) By: By: Its Its III Date: Date: • 49 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit A Financial Terms • • 50 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Attachment A-1 FINANCIAL TERMS Effective January 1,2017 • • 51 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit B Audit Guidelines An audit of the Services is intended to enable HAC and its Participating Groups to confirm that CVS/caremark has complied with its obligations under the Agreement related to administration of the PDD. To accomplish the review in an efficient and timely manner,the following guidelines will apply to the audit process: 1. Audit Notification Letter HAC or Participating Group's request for an audit of CVS/caremark will be directed to the Participating Group Contract Audit Manager either in writing on HAC or Participating Group's letterhead, or by e-mail. Audits require thirty (30) days prior written notice, including receipt of fully executed confidentiality agreement by the HAC'S or Participating Group's auditor and CVS/caremark,detailed audit scope document,and a complete Claims sample,if applicable. 2. Use of Third Party Auditor In the event a third party auditor is used, the auditor shall be a mutually acceptable independent third party retained by HAC or Participating Group,as applicable. The third party auditor shall execute a confidentiality agreement with CVS/caremark in a form and substance reasonably acceptable to CVS/caremark prior to conducting an audit. III 3. Teleconference Upon CVS/caremark's receipt of a request for an audit, CVS/caremark will organize and conduct an initial teleconference between HAC or Participating Group and CVS/caremark. This teleconference will address the following: • Individual audit participants • Requirement and purpose of an approved confidentiality agreement (for use with outside audit firms or other HAC or Participating Group representatives, as applicable) • Onsite requirements • Mutually established timelines • Claims data needs and costs • Prescription copies:timelines,availability and cost • Guidelines for acceptable verification of audit questions • CVS/caremark's right to respond within a reasonable time, not exceeding thirty (30) calendar days, after questions arise and before audit results are disseminated by the auditor to Participating Group • Audit Process Confirmation Letter • Other appropriate issues. 4. Mutually Agreed Timelines HAC or Participating Group and CVS/caremark will mutually agree upon an audit timeline, taking into consideration individual circumstances and constraints. If a mutually agreed upon • 52 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK 411 timeline is not secured, then timeline from the time a signed confidentiality agreement is secured shall be: • Claim data request—two(2)weeks • Standard screen prints—two(2)weeks • Mail Service Pharmacy Prescription copies — six (6) weeks (cost is $3.00 per paper copy and$0 for screen prints) • 5. Response to Sampling Questions HAC or Participating Group can submit to CVS/caremark questions related to the provided Claim samples. Answers to general questions are normally provided within two(2)weeks after the questions have been presented. Answers to Claim level questions are normally provided within 30 days for a maximum of 300 Claims sample. 6. Claims Data Requests Claims data specifications shall be clarified during the initial teleconference. Third party auditor and HAC may use and rely on data from CVS/caremark monthly claims file submissions as a source. If HAC or third party auditor required CVS/caremark to deliver data, data for the prior twelve(12) months is typical provided within ten(10)business days but may be longer if more than Participating Group is doing an audit at that time. The cost of data is • $125.00 per month of data for the prior Contract Year of data. Additional years of data are subject to additional charge of$5,000 per each Contract Year of data and a turnaround time of 60 days to provide. 7. Audit Report In the event of an audit by a third party,CVS/caremark and HAC or Participating Group will be provided a copy of any proposed audit report and CVS/caremark will have a reasonable opportunity to comment on any such report before it is finalized. 8. Close of Audit Upon finalization of audit results and agreement between HAC or Participating Group and CVS/caremark on any identified financial discrepancies, the period under review will be considered closed. • 53 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit C-1 Performance Guarantees • • 54 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit C-2 Performance Guarantees • • 55 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit D Specialty Fee Schedule • • 56 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Attachment D-1 • • 57 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Attachment D-2 • 111058 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit E Participating Group Addendum Participating Group Name: Participating Group Address: Contact Person: Participating Group Commencement Date: Participating Group End Date: Participating Group represents that the Plan is( 1/is not[ 1 governed by ERISA. 1. Participating Group Addendum. This Participating Group Addendum ("Addendum") supplements the Prescription Benefit Services Agreement among CaremarkPCS Health, L.L.C. ("CVS/caremark") Health Action Council ("HAC") and Cooperative Council of Governments ("CCOG") dated as of January 1, 2017, as amended from time to time("Master Agreement"). All capitalized terms used in this Addendum but not defined in this Addendum shall have the meaning set forth in the Master Agreement. 2. Participating Group. • The undersigned Participating Group ("Participating Group") is a member of HAC. Participating Group has reviewed the Master Agreement and desires that CVS/caremark provide to it the products and services described in the Master Agreement on the terms and conditions set forth in the Master Agreement,as amended from time to time,and this Addendum. By signing this Addendum: (a) Participating Group agrees to the terms and conditions of the Master Agreement, including the Exhibits attached thereto and any subsequent amendments to the Master Agreement which may be entered into between HAC, CCOG and CVS/caremark, and this Addendum. Subsequent amendments to the Master Agreement need be submitted only to HAC and CCOG for approval. Participating Group acknowledges and agrees that HAC, CCOG and CVS/caremark may amend all or any portion of the Master Agreement and Participating Group hereby agrees to be bound by any such amendment. (b) Participating Group shall be considered a"Party"to the Master Agreement. (c) Participating Group acknowledges and hereby specifically agrees to the terms of Section 6.3 (Control of Plan)of the Master Agreement. 3. Formulary,Pricing Model,Network,Specialty and Generic Step Therapy Elections. Formulary Election. Participating Group hereby elects the following as its Elected Formulary: Select one of the formulary • 59 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK options in this column ❑ CVS/caremark Standard PDL Select one of the following options with respect to drug exclusions ❑Aligned With CVS/caremark PDL with drug exclusions("Opt-In") ❑Aligned With CVS/caremark PDL without drug exclusions("Opt-Out") O tional,select below if elected ▪Advanced Control Specialty Formulary ❑ Advanced Control Formulary ❑ Value Formulary O tional,select below if elected Advanced Specialty Formulary Pricing Model Elections [OPTION 1- ❑ Average Script Pricing —ASP Guarantee on a Participating Group basis. REQUEST MUST BE MADE BY JUNE 1 EACH YEAR.] [OPTION 2-❑Traditional or Transparent Pricing] Pricing Election. Participating Group hereby elects the following pricing options as further described in the Master Agreement: 411 Elect one: ❑ Traditional Pricing ❑ With Reinvested Rebates ❑ With Rebates with Quarterly Payments ❑ Transparent Pricing ❑ With Rebates 0 Quarterly Payments ❑ Real Time Manufacturer Discount(RTMD) Network Election Participating Group hereby elects the following as its network: Elect one: ❑ CVS/caremark National Network 0 Maintenance Choice(If elected, indicate which type below) 0 Maintenance Choice Voluntary ❑ Maintenance Choice Mandatory ❑ Maintenance Choice Incentivized ❑ CVS/caremark Extended Days' Supply (EDS)-90 Network (Optional, but NOT available with Maintenance Choice) 0 Advanced Choice Network*Available only for ERISA Plans. 0 Maintenance Choice(If elected, indicate which type below) ❑ Maintenance Choice Voluntary ❑ Maintenance Choice Mandatory • ❑ Maintenance Choice Incentivized 60 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK ❑ Exclusive Choice Network*Available only for ERISA Plans. ❑ Custom Network (available only for Participating Groups who elected this network as of January 19,2016). *Available only for ERISA Plans. Specialty Elections Specialty Elect One: Network ❑ Exclusive Specialty Network ❑ Open Specialty Network ❑ Specialty Preferred Drug Plan Design("SPDPD")(available only for Participating Groups enrolled in this program before 1/1/2017,NOT available with Advanced Specialty Formulary election) Generic Step Therapy Election Elect One: ❑ None ❑ Traditional Generic Step Therapy("TGST") ❑ High Performance Generic Step Therapy("HPGST") • 4. Clinical and Optional Programs. Participating Group acknowledges that additional Clinical and/or Optional programs may be offered by CVS/caremark, and any such program elected by Participating Group shall be detailed in the Participating Groups PDD, or as required, through an amendment to this Participating Group Addendum. ❑ Broader Vaccination Network 5. Performance Guarantee Category Allocations. Participating Group may allocate from 0-50% in five percent (5%) increments of their total penalty amount to a Performance Guarantee Category. The total allocation to performance guarantee categories must equal 100%. Of the seven (7) categories for Account Management, Customer Service, Administration, Financial Management, Generic Dispensing Rate Implementation and Major Change, and Participating Pharmacy Access, only one of these categories shall be assigned a percentage 50% of the total annual penalty amount available to the Participating Group and the remaining six (6) categories (if selected)shall be assigned a percentage of 20%or less of the total annual penalty amount available to the Participating Group. Allocate among Performance Guarantee Categories. Participating Group has the right to reallocate annually. If Participating Group does not notify of a change to the allocation within thirty(30)days of the request from CVS/caremark,the previous Contract Year's allocation will apply. Account Management • 61 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Customer Service Administration Financial Management Generic Dispensing Rate [NOTE: For Participating Groups over $10M, add the following: "For Participating Groups over $10 million in Total Drug Spend, the Participating Group level GDR for mail and retail shall be set forth below: [INSERT CHART OF PARTICIPATING GROUP-SPECIFIC GDRS FROM CVS/CAREMARK]] Implementation and Major Change Participating Pharmacy Access(applicable to CVS/caremark National Network only) TOTAL 100% 6. Business Associate Obligations. Participating Group and CVS/caremark agree that in connection with the provision of Services under this Addendum and the Master Agreement, the Participating Group on behalf of the Plan and CVS/caremark agree that the Business Associate Obligation terms, attached hereto as Attachment 1 to this Addendum, shall apply between Participating Group's Plan (the "Covered Entity" or "Plan") and CVS/caremark (the "Business Associate"), except to the extent that Participating Group and CVS/caremark agree on other Business Associate terms. In compliance with applicable Law, including HIPAA, CVS/caremark may share Plan Participant information, including PHI, as appropriate for the treatment,payment and health care operations of other health care providers(which may or may not be • affiliated with CVS/caremark)or plans. The Participating Group understands that HAC and CCOG are not business associates of any Plan maintained by the Participating Group which is subject to this Addendum and agrees not to direct or cause anyone else to direct PHI to HAC or CCOG. 7. Administrative Fees A. Administrative Fees Paid by CVS/caremark to HAC.HAC acknowledges that it acts as a group purchasing organization,negotiating discounted purchasing arrangements for Participating Groups. Each Participating Group acknowledges that HAC may receive fees from CVS/caremark as a provider of services to Participating Groups. CVS/caremark shall pay HAC a semi-annual administrative fee of: (i)$225,000(paid in semi-annual installments in February 15 and August 15); and (ii)for Participating Groups that were Participating Groups before January 1,2017: (x)0.125%of Eligible Charges for existing Participating Groups as of January 1,2012 ,or(y)0.225%of Eligible Charges for existing Participating Groups joining effective after January 1,2012 and before January 1,2017;and (iii)for new Participating Groups that become Participating Groups on or after January 1,2017, 0.25%of Eligible Charges. For the purposes of this section,"Eligible Charges"means Mail Service Pharmacy and Participating Pharmacy gross costs minus dispensing fees. Such administrative fee shall be paid within forty-five (45)days of the end of each six(6)month period. The parties acknowledge that this fee is paid to HAC in accordance with the provisions of 42 USC§1320a-7b(b)(3)(C). This fee may be adjusted by HAC, with CVS/caremark's written consent,at any time by an amendment to this Agreement. 110 62 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK CO B. [OPTIONAL IF PARTICIPATING GROUP IS A SOURCING ALLIANCE PARTICIPATING GROUP — DELETE THIS SECTION 7.B. IF NOT] Administrative Fees Paid to Collaborent. CCOG represents and warrants that it acts as a group purchasing organization, negotiating discounted purchasing arrangements for Participating Groups through Sourcing Alliance. Each Participating Group that participates through Sourcing Alliance is considered an "SA Participating Group". CCOG represents and warrants that Sourcing Alliance has a written contract with each SA Participating Group that meets the requirements of 42 USC §1320a-7b(b)(3)(C). CCOG, Sourcing Alliance and Collaborent represent and warrant the arrangement between these entities is not contrary to the Federal Anti- Kickback Statute (42 USC §1320a-7b) or any other applicable Law. CCOG, Sourcing Alliance and Collaborent represent and warrant that the SA Participating Groups will have appropriate disclosures relating to the arrangement between these entities and that the fees received by these entities is reasonable compensation. SA Participating Group shall pay to CVS/caremark, and CVS/caremark agrees to remit to Collaborent on SA Participating Groups' behalf and at SA Participating Groups' direction,an administrative fee("SA Administrative Fee"),which shall be calculated on a per employee per month basis as detailed in the table below in monthly installments. CCOG hereby authorizes CVS/caremark to make such payment to Collaborent. CVS/caremark agrees to remit to Collaborent the SA Administrative Fee collected within forty five (45) days of the end of each month; provided, however, CCOG and Collaborent acknowledge that CVS/caremark has no obligation to pay the SA Administrative Fee unless and until the SA Participating Group pays such amount to CVS/caremark. Collaborent represents and warrants that it acts with the full authorization of CCOG and the SA Participating Groups as the administrative representative of Sourcing Alliance and the SA Participating Groups. Each SA Participating Group acknowledges that Collaborent may receive fees from CVS/caremark as a provider of services to SA Participating Groups and that the SA Administrative Fee • may be adjusted, whether on a case by case or aggregate basis, by Collaborent at any time by an amendment to this Agreement,with CVS/caremark's written consent. SA Participating Group Size SA Administrative Fee per employee per month(PEPM) Less than 1,000 employees $1.00 PEPM 1,000 to 4,999 employees $0.90 PEPM 5,000 to 9,999 employees $0.80 PEPM 10,000— 19,999 employees $0.70 PEPM 20,000 and over TBD by Collaborent at least 30 days prior to implementation of SA Participating Group 8. Entire Agreement. This Addendum, and all attachments and exhibits attached hereto, together with the Master Agreement supersedes all prior or contemporaneous understandings or contracts and constitutes the entire agreement existing between CVS/caremark and Participating Group regarding the subject matter of the Master Agreement and this Addendum. Participating Group represents and warrants that it has the necessary power and authority to enter into this Addendum and to consummate the transactions contemplated by this Addendum and the Master Agreement. [PARTICIPATING GROUP] By: • Name: 63 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Title: Date: • • 64 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Attachment 1 to Participating Group Addendum Business Associate Obligations In accordance with the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996,Pub. L. 104-191 ("HIPAA")and the Health Information Technology For Economic and Clinical Health Act,Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 ("HITECH Act"), CVS/caremark shall, to the extent it acts in its capacity as a Business Associate to Covered Entity,adhere to the applicable requirements established in the HIPAA Rules (as defined below) for Business Associates handling Protected Health Information on the Covered Entity's behalf in connection with services and products provided to Participating Group as sponsor of the Plan,as set forth below. 1.Definitions. Capitalized teens used,but not otherwise defined, in this Attachment shall have the same meaning as those terms as used or defined in the HIPAA Rules,including but not limited to the following terms: Breach,Data Aggregation, Designated Record Set, Disclosure (or Disclose), Individual, Law Enforcement Official, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor,Unsecured Protected Health Information,Use,and Workforce. A. "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 Attachment,shall mean CVS/caremark. • B. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 CFR 160.103, and in reference to this Attachment, shall mean the Plan(s) sponsored by Participating Group. C. "HIPAA Rules" shall mean the requirements of the Privacy, Security, Breach Notification, Transaction, and Enforcement Rules at 45 CFR Part 160 and Part 164, implementing HIPAA and the HITECH Act, as may be amended, , in each case only as of the applicable compliance date for such requirements. D. "Incident Response Team" shall mean the unit designated by CVS/caremark that is responsible for investigating and responding to information privacy and Security Incidents and complaints. E. "Services Agreement" shall refer to the Addendum between CVS/caremark and Participating Group, as sponsor of the Plan(s), for the provision of prescription benefit management services by Business Associate to Covered Entity's members. F. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164,subparts A and E. G. "Protected Health Information" (PHI) and "Electronic Protected Health Information" (EPHI). PHI and EPHI shall have the same meaning as such terms as defined in 45 CFR 160.103, but limited to such information created or received by CVS/caremark in its capacity as a Business Associate (and not a pharmacy or other health care provider)of Covered Entity. H. "Security Rule" shall mean the Standards for Security of Electronic Protected Health Information at • 45 CFR parts 160 and 164,subpart C. 65 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 2.Obligations and Activities of Business Associate. A. Limitation on Use and Disclosure. Business Associate agrees not to Use or Disclose PHI other than as permitted or required by the Services Agreement or this Attachment, or as permitted by Law or Required By Law. B. Safeguards Against Unauthorized Use or Disclosure. Business Associate agrees to use appropriate safeguards to protect against any Use or Disclosure of PHI not provided for herein and to comply, where applicable, with Subpart C of 45 CFR Part 164 with respect to EPHI. Without limiting the foregoing,Business Associate agrees to implement and maintain appropriate administrative,physical, and technical safeguards designed to, to prevent the unauthorized Use and Disclosure of Protected Health Information, and to protect the confidentiality, integrity, and availability of Electronic Protected Health Information, including maintaining an Incident Response Team to investigate and respond to unauthorized Uses and Disclosures of PHI upon learning thereof, as required by 45 CFR§ 164.308, 164.310, 164.312,and 164.316,as may be amended from time to time. C. Mitigation of Harmful Effects. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate or any of its employees, agents, contractors or Subcontractors in violation of this Attachment or the HIPAA Rules. D. Reporting of Use or Disclosure. In addition to the reporting required by Section 2.L, Business Associate agrees to report to Plan upon request any Use or Disclosure of the PHI,not provided for by • the Services Agreement or this Attachment of which the Business Associate Incident Response Team becomes aware,including such Uses and Disclosures arising from a Security Incident. E. Restrictions on Agents and Subcontractors. In accordance with 45 CFR 164.502 (e)(1)(ii) and 164.308(b)(2), Business Associate agrees to require that any Subcontractor,to whom it delegates any function or activity it has undertaken to perform on behalf of Covered Entity,and to whom it provides PHI received from or created on behalf of Covered Entity, agrees in writing to substantially the same restrictions and conditions on the Use or Disclosure of PHI as apply through this Attachment and under the HIPAA Rules through a business associate agreement between such Subcontractor and Business Associate. F. Access by Individuals. As soon as practicable, but in any event within twenty (20) days of Covered Entity's written request upon an Individual's behalf,Business Associate agrees to provide to Covered Entity access to such PHI maintained by Business Associate in a Designated Record Set as required for Covered Entity to respond to a request for access under 45 CFR 164.524. G. Amendment by Individuals. As soon as practicable, but in any event within thirty (30) days of Covered Entity's written request upon an Individual's behalf, Business Associate agrees to make available PHI maintained by it in a Designated Record Set,and to make amendments to such PHI, in order for Covered Entity to respond to a request for amendment under 45 CFR 164.526. H. Access by the Secretary. Business Associate agrees to make its internal practices, policies, procedures,books,and records relating to the Use and Disclosure of PHI received from,or created or received by Business Associate on behalf of Covered Entity, available for inspection and copying by the Secretary upon the Secretary's written request for same for purposes of the Secretary determining the Covered Entity's compliance with the HIPAA Rules. Business Associate shall provide timely • 66 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • advance notice of any such request by the Secretary to the Covered Entity,to the extent permitted by the Secretary. I. Documentation of Disclosures. Business Associate agrees to document such Disclosures of PHI made by it and to maintain information related to such Disclosures, as would be required for Covered Entity to respond to a request by an Individual for an accounting of Disclosures of PHI under 45 CFR 164.528 and the HITECH Act. J. Accounting of Disclosures. As soon as practicable, but in any event within thirty (30) days of Covered Entity's written request upon an Individual's behalf, , Business Associate agrees to provide to Covered Entity information collected in accordance with Section 2.I. to enable Covered Entity to provide an accounting of Disclosures under 45 CFR 164.528 and the HITECH Act. K. Delegation by Business Associate. To the extent Covered Entity specifically delegates to Business Associate one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). L. Reporting of Improper Use or Disclosure and Security Incidents. Following the discovery by Business Associate, including but not limited to its Incident Response Team, of any Breach of Unsecured PHI or Security Incident involving the unauthorized Use or Disclosure of Electronic PHI (collectively "incidents") by Business Associate or its Subcontractors, Business Associate agrees to notify Covered Entity of such incident without unreasonable delay, but no later than within ten (10) Business Days after the Incident Response Team is notified of the incident. Such notification of • Breach shall include, to the extent available: (i) a brief description of the nature of the incident, the date(s) of the incident and the date the incident was discovered, if known; (ii) a description of the types of Unsecured Protected Health Information involved in the incident (e.g., names, Social Security numbers, dates of birth, addresses, account numbers, disability codes); (iii) the identity of each Individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired, Used, or Disclosed as a result of the incident; (iv) the steps the affected Individuals should take to protect themselves from potential harm from the incident; (v) a description of the steps Business Associate is taking to investigate the incident, to mitigate harm to Individuals and to protect against any further incidents; and (vi) any other information the Covered Entity may reasonably request. Business Associate agrees to provide Covered Entity with a supplemental report of any additional information required above that becomes available to it after the initial report has been provided to Covered Entity. Notwithstanding the foregoing, Business Associate may delay delivery of the report or supplemental report required above to Covered Entity upon receiving a statement from a Law Enforcement Official that delivery of such report would impede a criminal investigation or cause damage to national security. At the time of notification or promptly thereafter as such information becomes available, Business Associate shall also provide Covered Entity with such other available information as is required for Covered Entity to notify an Individual of the Breach as required by 45 CFR 164.404(c). To the extent the Breach is a result of Business Associate's failure to implement reasonable or appropriate safeguards as required by this Attachment or negligent acts or omissions, then Business Associate shall provide the notifications required under 45 CFR 164.404, 45 CFR 164.406 and 164.408(b). Notwithstanding the above, if a Law Enforcement Official provides Business Associate with a statement that the notification required under this paragraph would impede a criminal investigation or cause damage to national security, Business Associate may delay the notification for the period of time set forth in the statement as permitted under 45 CFR 164.412. • 67 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • M. Requests for Restrictions or Confidentiality. The Parties agree and acknowledge that it is Covered Entity's responsibility to respond to all requests for amendment made by an Individual and, if applicable, it is Business Associate's responsibility to direct the Individual to the Covered Entity to make a request. N. Performance of Transactions. If Business Associate conducts any Transactions electronically that are required to be conducted as a Standard Transaction in connection with the administration or operation of the Services Agreement, or otherwise on behalf of Covered Entity, Business Associate agrees to conduct such Transactions in compliance with the applicable Transaction standards under 45 CFR Part 160 of the HIPAA Rules. Nothing in this Attachment shall be construed to permit or require data content, format,definitions or other conditions that conflict with the Transaction rule. 3.Permitted Uses and Disclosures by Business Associate. A. Performance of Contracted Services. Business Associate may Use or Disclose PHI to perform functions, activities and services for or on behalf of, Covered Entity as provided in the Services Agreement. Such Uses and Disclosures shall be limited to those that would not violate the Privacy Rule if done by Covered Entity except that Business Associate may Use and Disclose PHI: (i) for the proper management and administration of the Business Associate or to carry out its legal responsibilities;provided that, in the case of any Disclosures for this purpose, the Disclosure is Required by Law or Business Associate obtains reasonable assurances in writing from the person to whom the information is Disclosed, that it will remain confidential and Used or • further Disclosed only as Required By Law or for the purpose for which it was Disclosed to the person, and that the person will notify Business Associate of any instances of which it is aware in which the confidentiality of the information may have been compromised, in accordance with the reporting procedures described in Section 2.L. above;and (ii) to provide Data Aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). B. Additional Permitted Uses and Disclosures. Business Associate may also Use and Disclose PHI: (i) to respond to requests for PHI either accompanied by an authorization that meets the requirements of 45 CFR 164.508 or from a covered entity or health care provider in accordance with 45 CFR 164.506(c); (ii)to de-identify the information or create a Limited Data Set in accordance with 45 CFR §164.514, which de-identified information or Limited Data Set may be Used and Disclosed by Business Associate as permitted by law, including HIPAA; (iii) to report violations of law to appropriate federal and state authorities, consistent with 45 CFR §164.502(j)(1); and (iv) as authorized in writing by Covered Entity. C. Minimum Necessary Standard. Business Associate agrees to request, Use and Disclose PHI in compliance with the Minimum Necessary standard of the HIPAA Rule. 4. Obligations of Covered Entity A. Minimum Necessary Standard. Covered Entity shall provide PHI to Business Associate in compliance with the Minimum Necessary standard of the Privacy Rule. Covered Entity shall not ask or require Business Associate to Use or Disclose Protected Health Information in a manner in which • 68 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Covered Entity could not do as a Covered Entity except as permitted by 45 CFR 164.504(e) to perform Data Aggregation services. B. Notice of Privacy Practices. Covered Entity represents and warrants that its Notice of Privacy Practices complies with 45 C.F.R. 164.520 and permits Covered Entity to Use and Disclose Protected Health Information in the manner that Business Associate is authorized to Use and Disclose Protected Health Information under this Attachment. C. Restriction of Use or Disclosure. To the extent that Covered Entity honors a request to restrict the Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522(a), Covered Entity agrees not to provide such PHI to Business Associate unless Covered Entity promptly notifies Business Associate of the restriction and Business Associate advises Covered Entity that it is able to accommodate the restriction. Covered Entity agrees to reimburse Business Associate for any increase in costs required to accommodate such restriction. D. Privacy and Security of PHI. Covered Entity shall be responsible for using administrative, physical and technical safeguards at all times to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate in accordance with the standards and requirements of the HIPAA Rules,until such PHI is received by Business Associate. E. Compliance with Laws. Covered Entity shall obtain any consent or authorization that may be required by applicable federal or state laws in order for Business Associate to provide its services under the Services Agreement. F. Authorized Members of Workforce. Covered Entity shall provide to Business Associate a written list • of the names of those individuals in its Workforce that are authorized to receive or access PHI on its behalf, and to provide reasonable prior written notice to Business Associate of any changes to such list. In the absence of Covered Entity providing such list, Business Associate may assume that those individuals that are member of the Workforce of Covered Entity or, if applicable, Covered Entity, who request or receive PHI from Business Associate are performing administration activities for Covered Entity, and are authorized to receive or access PHI on its behalf. 5.Term and Termination. A. Term. This Attachment shall be effective as of the Effective Date of the Services Agreement and shall terminate upon the first to occur of the following: (i) the termination of the Services Agreement; or (ii)the termination of this Attachment pursuant to Section 5.B.(i)or(ii)below. B. Termination for Cause. Upon Covered Entity's knowledge of a material breach of the requirements of this Attachment by Business Associate,Covered Entity shall either: (i) Provide an opportunity for Business Associate to cure the breach and end the violation within a reasonable time designated by Covered Entity (but not more than thirty (30) days), and terminate this Attachment and the Services Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; (ii) Immediately terminate this Attachment and the Services Agreement if Business Associate has breached a material term of this Attachment and Covered Entity has determined that cure is impossible;or • 69 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK 111 (iii) If Covered Entity has determined that neither termination nor cure is feasible, Covered Entity may report the violation to the Secretary. C. Effect of Termination. (i) Upon termination of this Attachment for any reason, Business Associate shall return all PHI to Covered Entity or destroy all PHI to the extent Covered Entity does not request its return. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. To the extent PHI is returned to Covered Entity, Covered Entity shall be entitled to receive such PHI in electronic or paper-based form, as it elects. Business Associate shall retain no copies of PHI. (ii) In the event that Business Associate reasonably determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible. Business Associate shall extend the protections of this Attachment to such PHI and limit further Uses and Disclosures of PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains the PHI. (iii) The respective rights and obligations of Business Associate as set forth in this Section S.C. of this Attachment shall survive the termination of the Services Agreement. 6.Miscellaneous. • A. Regulatory References. A reference in this Attachment to a section in the HIPAA Rules means the section as in effect or as amended,and as of its applicable compliance date. B. Changes to this Attachment. The parties agree to negotiate in good faith to amend this Attachment or the Services Agreement as necessary to comply with any changes in the HIPAA Rules. If, within sixty (60) Business Days after Business Associate receives a proposed amendment for this purpose from Covered Entity,the parties are unable in good faith to reach agreement on its terms,either party may terminate the Services Agreement and this Attachment by written notice to the other. C. Interpretation; Severability.Any ambiguity in this Attachment shall be resolved to permit the parties to comply with the HIPAA Rules. This Attachment has been negotiated by the Parties at arm's- length and each Party has had an opportunity to modify the language herein. Accordingly,this Attachment shall be treated as having been drafted equally by the Parties and the language shall not be construed against either Party. If any provision of this Attachment is held invalid or unenforceable,such provision's invalidity or unforceability shall not affect any other provisions,and this Attachment shall be construed and enforced as if such provision had not been included. D. Status of Parties. CVS/caremark is an independent contractor of Covered Entity. Nothing in this Attachment shall be construed to create a joint venture,partnership,or agency. No employee or agent of CVS/caremark shall be deemed to be an employee or agent of Participating Group or Covered Entity,and no employee or agent of Participating Group or Covered Entity shall be deemed to be an employee or agent of CVS/caremark. E. Standard Transactions. Business Associate and Covered Entity acknowledge that it may be the trading partner of the other under the HIPAA Transaction Rule,which provides for certain Transaction standards for the transfer of data between trading partners. • 70 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • F. Notices and Reports. Any notice or report required by this Attachment to be given or delivered shall be in accordance with Section 12.9 of the Master Agreement. • • 71 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit F Preventive Care Drugs WHEREAS, the Internal Revenue Service ("IRS") has adopted regulations regarding a Preventive Care Safe Harbor ("Safe Harbor"), which regulations allow drugs used to prevent illness ("Preventive Care Drugs") to be covered by a Health Savings Account compatible High Deductible Health Plan ("HDHP") before the Plan deductible has been met; and WHEREAS, Participating Group has informed CVS/caremark that Participating Group intends to cover Preventive Care Drugs for its HDHP participants as permitted by the Safe Harbor by carving out drugs for preventive indications from the deductible required under the HDHP at the point of sale;and WHEREAS, Participating Group desires to have CVS/caremark administer Participating Group's Preventive Care Drug Program("Program"). 1. CVS/caremark Responsibilities. 1.1 Identification of Preventive Care Drugs. CVS/caremark will utilize methodology consistent with IRS Code Section 223(c)(2)(c) and IRS Notice 2004-23 and any subsequent applicable federal regulation and guidance, to develop and maintain a listing of drug classes and included drugs within the classes that are used for preventive care. CVS/caremark will identify Preventive Care Drugs that are prescribed for preventive indications in most cases as Level I drugs ("Level I Drugs"). CVS/caremark will use commercially reasonable efforts to identify drugs as Preventive Care Drugs in accordance with existing • applicable federal regulations and guidance and to maintain Participating Group's Level I Drugs list for Participating Group's Program. 1.2 Program. Participating Group will select the drug classes to be included in Participating Group's Program. CVS/caremark will implement and maintain an adjudication process whereby the drug classes and included drugs selected by Participating Group for its Program will automatically bypass the required deductible and will be subject to the applicable co-pay as defined by the Participating Group's Plan. 2. Participating Group Responsibilities. 2.1 Identification of Preventive Care Drugs. Participating Group shall be responsible for selecting the drug classes and included drugs in a Level I Drugs list for Participating Group's Program. 2.2 Participating Group Acknowledgement. Participating Group acknowledges that Participating Group's Program may impact the Agreement and underwriting assumptions, including Rebates. CVS/caremark will not be responsible for any lost Rebates or other direct or indirect costs to Participating Group related to Participating Group's Program. Neither CVS/caremark, HAC nor CCOG will be liable for any Losses incurred by Participating Group as a result of Participating Group's Program, including but not limited, to the IRS' disallowance of any drug Claim that bypassed a HDHP deductible through Participating Group's Program. Participating Group accepts and adopts the Level I Drugs list as a part of Participating Group's Plan design to be administered by CVS/caremark. 3. Fees. Participating Group will pay no additional fees for CVS/caremark Services under this Exhibit. • 72 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit G Appeals for ERISA Participating Groups Participating Group represents that its Plan is governed by ERISA. 2. Participating Group represents that it will provide CVS/caremark with a current and accurate copy of the Plan Document, as defined herein. The "Plan Document" shall be the written document, as required by ERISA, which sets forth the Plan design and all other information concerning Participating Group's prescription drug benefit Plan including,but not limited to,eligibility for such benefits, the benefits to be provided, limitations on such benefits and the Plan's Claims and review procedures. Participating Group,at its expense,will provide CVS/caremark with sufficient advance notice of any proposed amendments to the Plan Document. 3. CVS/caremark will provide Participating Group with the appeals program described in Sections 3.a. and 3.b.below ("Appeals Program"). a. Review of Benefit Coverage. CVS/caremark shall conduct appeals relating to eligibility and coverage of prescription drug benefit determinations. Such reviews will be based on the Plan Document provisions and criteria approved by the Plan,with respect to coverage of prescription drug benefits only,and shall not include a review of medical necessity as may be defined under the terms of the Plan Document. With respect to such review of benefit coverage, CVS/caremark shall have the sole and absolute discretion to interpret the Plan Document and to make factual findings. The decision of CVS/caremark shall be final, subject to judicial review 111 only for abuse of discretion. CVS/caremark may, in its sole discretion, consider the opinions of additional medical and/or legal experts with respect to interpretation of the Plan Document. Under the Appeals Program, CVS/caremark agrees to be a fiduciary solely for the purpose of reviewing appeals relating to the coverage of prescription drug benefits. CVS/caremark will review appeals in accordance with the rules and procedures established by CVS/caremark to govern appeals from the denials of Claims,as may be amended from time to time. b. Review of Medical Necessity. CVS/caremark has contracted with an independent vendor or vendors for the processing of appeals resulting from a denial of authorization of prescription benefits where the Plan beneficiary is entitled to obtain a review of the denial by an independent physician specialist. CVS/caremark has entered or will enter into an agreement with the independent vendor(s), which provides for an appeals process consistent with the Appeals Program. With respect to such reviews,the independent vendor shall act as a fiduciary and shall have the sole and absolute discretion to interpret the Plan Document and to make factual findings. The decision of the independent vendor shall be final, subject to judicial review only for abuse of discretion. 4. If mutually agreed, CVS/caremark will provide Participating Group with the external review program described in this Section 4, below, ("External Review Program") upon Participating Group's execution of a letter of agreement reflecting such External Review Program. a. The External Review Program is intended to comply with the federal external review requirements of the Patient Protection and Affordable Care Act of 2010 ("ACA") with respect to Claims that are subject to final adverse benefit determinations and is not designed to comply with the external review requirements of any state Law. • 73 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • b. Except as expressly provided in this Section 4b, the External Review Program is designed to conform to the safe harbor external review procedures contained in Department of Labor Technical Release 2010-1. Participating Group understands and agrees,however,that(i)while CVS/caremark intends to contract with at least three IROs to provide external review under the External Review Program, it currently has PPACA-compliant contracts with two (2) Independent Review Organizations ("IROs"), and(ii) the use of only two IROs complies with the PPACA if the external review services provided by those two IROs are otherwise provided in compliance with the PPACA. As of the date of execution of this Agreement,CVS/caremark is in the process of negotiating a PPACA-compliant contract with a third IRO, and CVS/caremark shall notify Participating Group in writing once the third IRO contract is finalized. c. CVS/caremark will implement and administer the External Review Program as part of the Services provided under the Agreement, provided that CVS/caremark may modify the External Review Program from time to time to comply with applicable Law or to change IROs. CVS/caremark shall notify Participating Group in writing of any such change to the External Review Program. d. Participating Group and CVS/caremark acknowledge and agree that either Participating Group or CVS/caremark may terminate or suspend Participating Group's participation in the External Review Program pursuant to Section 9.4 of the Agreement, or upon thirty (30) days' prior written notice, if CVS/caremark is unable to provide the external review services contemplated under the External Review Program for any reason. In addition, Participating Group's participation in the External Review Program shall automatically terminate in the event 1111 Participating Group elects not to participate, at any time, in the Appeals Program describe in this Exhibit. 5. As consideration for the services provided hereunder, Participating Group shall pay CVS/caremark the fees set forth in Exhibit A of this Agreement. Payment shall be due in accordance with Section 7.2 of the Agreement. • 74 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Appeals for Non-ERISA Participating Groups 1. Participating Group represents that its Plan is NOT governed by ERISA. 2. Participating Group represents and warrants to CVS/caremark that the Appeals Program, as defined in Section 5 below, satisfies any and all Laws applicable to the Plan with respect to appeals from denials of Claims for prescription drug benefits. Participating Group shall promptly notify CVS/caremark in writing in the event a change in Law causes the Appeals Program to be in non- compliance with applicable Laws. Upon such notice, CVS/caremark shall have the option of revising its Appeals Program to be in compliance with such change in Law or terminating this Appeals Program. 3. CVS/caremark may from time to time modify the Appeals Program. In the event of any such modification, CVS/caremark shall provide Participating Group with written notice of such modification at least thirty (30) days prior its implementation. If Participating Group determines that any such modification would cause the Appeals Program to be in non-compliance with applicable Laws, Participating Group shall so notify CVS/caremark prior to the end of the thirty (30) day period. CVS/caremark shall then have the option of further modifying its Appeals Program to be in compliance with applicable Laws or terminating this Appeals Program. If Participating Group does not so notify CVS/caremark, then CVS/caremark shall implement the modification and shall continue to rely on the representation and warranty set forth in Section 2 above. • 4. Participating Group represents that it will provide CVS/caremark with a current and accurate copy of the Plan Document, as defined herein. The "Plan Document" shall be the written document, which sets forth the Plan design and all other information concerning Participating Group's prescription drug benefit plan including, but not limited to,eligibility for such benefits,the benefits to be provided, limitations on such benefits and the Plan's claims and review procedures. Throughout the Term of this Agreement, Participating Group, at its expense, will provide CVS/caremark with sufficient advance notice of any proposed amendments to the Plan Document. 5. CVS/caremark will provide Participating Group with the appeals program described in Sections 5.a. and 5.b.below ("Appeals Program"). a. Review of Benefit Coverage. CVS/caremark shall conduct appeals relating to eligibility and coverage of prescription drug benefit determinations. Such reviews will be based on the Plan Document provisions and criteria approved by the Plan,with respect to coverage of prescription drug benefits only, and shall not include a review of medical necessity as may be defined under the terms of the Plan Document. With respect to such review of benefit coverage, CVS/caremark shall have the sole and absolute discretion to interpret the Plan Document and to make factual findings. The decision of CVS/caremark shall be final, subject to any External Review under Section 6. of this Exhibit G,or available judicial review. CVS/caremark may, in its sole discretion, consider the opinions of additional medical and/or legal experts with respect to interpretation of the Plan Document. Under the Appeals Program, CVS/caremark agrees to be a fiduciary solely for the purpose of adjudicating appeals relating to the coverage of prescription drug benefits. CVS/caremark will review appeals in accordance with the rules and procedures established by CVS/caremark to govern appeals from the denials of claims, as may be amended from time to time. • 75 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • b. Review of Medical Necessity. CVS/caremark has contracted with an independent vendor or vendors for the processing of appeals resulting from a denial of authorization of prescription benefits where the Plan beneficiary is entitled to obtain a review of the denial by an independent physician specialist. CVS/caremark has entered or will enter into an agreement with the independent vendor(s), which provides for an appeals process consistent with the Appeals Program. The decision of the independent vendor shall be final, subject to External Review under Section 6 of this Exhibit G, or available judicial review only for abuse of discretion. 6. External Review. CVS/caremark has contracted with independent review organizations to provide External Review of benefit determination that are subject to External Review under PPACA. The decision of the independent review organization shall be final and binding on the Plan and Plan Participant, subject only to any right of judicial review. Either CVS/caremark or Participating Group may terminate at any time the External Review services provided under this Exhibit by providing the other Party with sixty(60) days prior written notice. 7. As consideration for the services provided hereunder, Participating Group shall pay CVS/caremark the fees set forth in Exhibit A of this Agreement. Payment shall be due in accordance with Section 7_2 of the Agreement. • • 76 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit H Medicare Part D Subsidy RECITALS WHEREAS,the Centers for Medicare and Medicaid Services("CMS")have adopted regulations regarding the Medicare Prescription Drug Benefit ("Part D"), which regulations allow for a retiree drug subsidy ("Subsidy")from CMS; and WHEREAS, Participating Group has informed CVS/caremark that Participating Group intends to apply for the Subsidy payments specified in 42 CFR Part 423, Subpart R for its prescription drug coverage for qualifying covered retirees as defined in 42 CFR§423.880("Covered Retirees");and WHEREAS, Participating Group desires to have CVS/caremark assist Participating Group with applying for such Subsidy and, if qualified,to assist Participating Group with complying with CMS requirements for obtaining and maintaining such Subsidy. 1. CVS/caremark Responsibilities. 1.1 Part D Subsidy Services. CVS/caremark will provide Participating Group the services set forth in this Exhibit and the services described in any attachment, Exhibit or amendment hereto (collectively the "Services"). CVS/caremark may recommend changes to the Services from time to time, and may use Claims Information and other Protected Health Information (as defined in the Agreement) to improve or recommend additional Services to Participating Group, or suggest alternate drug coverage options for Covered Retirees, so long as such changes are consistent with the requirements of Part D and do • not materially alter any of the provisions of this Exhibit or the Agreement. Participating Group, acting on behalf of its Plan, also authorizes CVS/caremark to use and disclose Protected Health Information as necessary to perform its Services and otherwise assist the Plan in submitting information to CMS as necessary to enable Participating Group to claim the Subsidy from CMS. 1.2 Application. CVS/caremark agrees to assist Participating Group with completing the Subsidy Application (the "Application"). Upon Participating Group's written request at least thirty (30) business days prior to the Application submission deadline, CVS/caremark agrees to provide to Participating Group CVS/caremark's vendor ID, cost reporter designee ID and plan sponsor technical contact as obtained by CVS/caremark from CMS' Retiree Drug Subsidy ("RDS") website and other information held by CVS/caremark and required by Participating Group to complete the Application. 1.3 Creditable and Non-Creditable Coverage Notices. Upon Participating Group's independent determination as to whether its Plan qualifies as creditable prescription drug coverage within the meaning of 42 CFR§423.56(a),CVS/caremark agrees to send to Participating Group's Part D eligible Covered Retirees notices of creditable or non-creditable coverage, as applicable, in accordance with Part D requirements under 42 CFR §423.56(f) based on creditable coverage information provided by Participating Group. Participating Group agrees that CVS/caremark shall not have any further responsibility to provide any further services under this Exhibit with respect to non-creditable coverage plan(s). 1.4 Actuarial Equivalence Determination. CVS/caremark agrees to provide claims data and analytical tools to assist Participating Group in determining whether its Plan meets the actuarial equivalence tests specified in 42 CFR §423.884(d)(1). Participating Group acknowledges and agrees that it is responsible for determining that its Plan meets the actuarial equivalence tests in 42 CFR§423.884(d)(1)and for obtaining and providing to CMS the actuarial equivalence attestation required by 42 CFR§423.884(d). • 77 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 1.5 Eligibility Reporting and Reconciliation. If requested by Participating Group, CVS/caremark agrees to submit to CMS, in an electronic format acceptable to CMS, the eligibility information about Covered Retirees and periodic updates to such information, that Participating Group provides to CVS/caremark pursuant to Section 2.2. CVS/caremark shall have no responsibility, or liability to Participating Group, for verifying that the eligibility information it submits to CMS on behalf of Participating Group is complete, accurate or correct, and its sole responsibility shall be to transmit the information,as provided by Participating Group,to CMS. 1.6 Drug Cost Reporting. If requested by Participating Group,CVS/caremark agrees to upload directly to the CMS RDS website, in an electronic format required by CMS and on the frequency indicated by Participating Group, the drug costs incurred by Participating Group's Covered Retirees as CVS/caremark reasonably believes is required by 42 CFR §423.888(b)(2) and(b)(4). Participating Group, shall remain fully responsible for determining whether drug cost data provided by CVS/caremark meets CMS' requirements, including, without limitation, the definitions of"gross retiree costs" and "allowable retiree costs" as provided in 42 CFR §423.882. In the case of direct uploads to the CMS RDS website, CVS/caremark agrees to upload the data in sufficient time for Participating Group to review and formally initiate the request for payment via the RDS website. In the case of submissions to the Participating Group, CVS/caremark agrees to provide such data in sufficient time to allow Participating Group to submit such information via the CMS RDS website within the time periods specified by CMS. Additionally, CVS/caremark agrees to respond to the records returned from CMS related to the submission of the Participating Group's drug cost data. For all interim and final drug cost data whether uploaded by CVS/caremark or Participating Group to the RDS website, Participating Group shall be responsible for reviewing the cost data, determining whether it meets CMS requirements, deciding to submit the payment request, accepting the terms of the payment agreement and providing its electronic signature for final • submission of the payment request to CMS. The CMS RDS Payment Instructions are available on the Medicare Retiree Drug Subsidy Center website at http://rds.cros.hhs.gov and may be amended by CMS from time to time. 1.7 Drug Cost Reconciliation. CVS/caremark agrees to submit the drug cost information required for final reconciliation to CMS within fifteen(15) months after the end of the Plan year, or within any other longer time limit permitted by CMS. Participating Group agrees to take such steps and provide such information as are required to complete final reconciliation, including providing any additional information necessary to resolve reject responses from CMS,if applicable. 1.8 Supplemental Customized Reporting. Participating Group may request customized reports which will be subject to an additional fee as referenced in Attachment A. 1.9 Non-Part D Drugs. Participating Group acknowledges and agrees that it is responsible for complying with the Laws governing determination of whether a drug is a covered Part D drug(as defined in 42 CFR §423.100). Participating Group will indicate the method for determining whether drug costs for certain categories of prescription drugs that may be covered under either Medicare Part B or Part D depending upon the circumstances under which they were prescribed,dispensed or administered are for Part D drugs,and thus eligible for inclusion in the drug cost data to be provided to CMS pursuant to Section 1.6. Participating Group shall pay for such services in accordance with the fee schedule set forth in Attachment A to this Exhibit. 2. Participating Group Responsibilities. 2.1 Actuarial Equivalence and Creditable Coverage. Participating Group shall be responsible for obtaining and submitting the actuarial equivalence attestation required by 42 CFR §423.884(d) and for • 78 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • determining whether its Plan qualifies as creditable coverage under 42 CFR §423.56, and CVS/caremark shall not have any responsibility to Participating Group for making such determinations. 2.2 Identification of Covered Retirees. Participating Group will provide to CVS/caremark eligibility file(s), in the format designated by CVS/caremark that include the Covered Retirees. Such files shall include each Covered Retiree's (i) social security number or Health Information Claims number; (ii) date of birth, and (iii) such other information as may be required by CVS/caremark. Participating Group shall provide the initial file and periodic updates to such files to CVS/caremark in a timely manner If Participating Group wishes CVS/caremark to submit the eligibility information directly to CMS on Participating Group's behalf, Participating Group agrees to provide such eligibility file, including periodic updates, to CVS/caremark at least fifteen(15)business days prior to the required submission date to CMS. Otherwise, if Participating Group will be submitting the eligibility file to CMS itself, Participating Group will provide the file to CVS/caremark no later than the date it submits its Application to CMS and will provide periodic updates to the eligibility file on a timely basis thereafter. Participating Group also agrees to forward to CVS/caremark the RDS retiree response file it receives from CMS immediately upon receipt of such files by Participating Group. 3. Fees. 3.1 Participating Group shall pay to CVS/caremark the fees set forth in Attachment A for CVS/caremark Services under this Exhibit. CVS/caremark will invoice Participating Group for such fees, and payment will be due as set forth in the Agreement. 3.2 Participating Group acknowledges and agrees that if Participating Group should • discontinue coverage of Covered Retirees under Participating Group's plan during the term of the Agreement, then upon mutual agreement of Participating Group and CVS/caremark, CVS/caremark shall have the right to adjust fees, Rebates and other pricing terms set forth in the Agreement to reflect accurately the discontinuation of coverage for such Covered Retirees. 4. General Provisions. 4.1 Books and Records. CVS/caremark shall maintain documentation of all claims processed for six (6) years. In addition, CVS/caremark shall maintain, for a period of six (6) years, or such longer period as may be required pursuant to 42 CFR §423.888(d)(2), books, records, documents and other evidence of accounting procedures and practices directly related to the financial and other aspects of its administration of the Plan consistent with 42 CFR§423.888(d)(1). Subject to this Section,all such records, while maintained by CVS/caremark, shall be accessible by Participating Group for examination and audit during the term of and in accordance with this Agreement. 4.2 Audit Services. CVS/caremark agrees to make available for audit by CMS or its designee the claims data and such data in CVS/caremark's possession as required to be disclosed pursuant to 42 CFR §423.884(b) and as required to be retained pursuant to 42 CFR §888(d)(3), for CMS to verify the Subsidy payment claimed by Participating Group, for the period specified in 42 CFR §423.888(d)(1) or 42 CFR §423.888(d)(2),as applicable. 4.3 Federal Funds. CVS/caremark acknowledges that information and services it provides in connection with this Exhibit will be used by Participating Group for the purpose of obtaining Federal Funds,as that term is further described in the Application. 4.4 Retiree Drug Subsidy Payment Instructions. Subsidy payment instructions are available on • the Medicare Retiree Drug Subsidy Center website at http://rds.cms.hhs.gov. 79 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • ATTACHMENT A TO EXHIBIT H Fee Schedule Subject to a minimum $1,000 annual fee per Participating Group, the fees set forth in this Attachment A are in addition to any fees set forth in the Agreement and any Exhibits or other Attachments thereto. Core Administrative Service Package-$.20 PMPM for Covered Retirees. Includes: a. Upon request,provide analytical tools to assist Participating Group in determining whether its Plan meets the actuarial equivalence tests specified in 42 CFR§423.884(d)(1). b. Prepare interim and final cost reports. c. As part of final reconciliation: (i) adjust drug costs for actual Rebates and other required cost adjustments; (ii) take into account any additional claims or changes in claims; and(ii) revise the Covered Retiree list as necessary to reflect actual Covered Retirees. d. Store claims in accordance with CMS record retention guidelines. e. Provide claims and support during CMS audits. f. Medicare account services team to work directly with Participating Group on RDS application and other RDS issues. • Optional Additional Services: a. Letter of Creditable or Non-creditable Coverage - $1.00 per individual letter. Mailing one (1) letter of creditable coverage to each beneficiary once per year,or as required by CMS(includes postage). b. Supplemental Customized Reporting - $100.00 per hour. Any customization to alter CMS-ready standard reporting. c. Eligibility Submission and Reconciliation — Submission and processing of retiree response files returned from CMS related to the direct submission to CMS of the initial and ongoing retiree files to CMS. -$.20 PMPM for Covered Retirees. d. Submit RDS drug cost files on behalf of Participating Group on the payment frequency schedule indicated by Participating Group and for interim and final drug cost reporting purposes. Drug Cost Report Upload and Reconciliation—Upload and processing of response records returned from CMS related to the submission of the CMS aggregate drug costs-$.30 PMPM for Covered Retirees. Note: All pricing, rates and fees are subject to change and are contingent upon final CMS requirements. All reporting and eligibility deliverables are provided to the Participating Group and not to CMS, unless otherwise noted. • 80 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Exhibit I Maintenance Choice Program [Mandatory,Opt Out Mandatory,or Voluntary] Whereas, CVS/caremark will provide the Maintenance Choice Program as described as described below to Participating Groups that are governed by ERISA. PROGRAM TERMS AND CONDITIONS 1. Each of Participating Group's Plans that participate in the CVS/caremark Maintenance Choice Program (the "Program") must be a qualified ERISA Plan, and Participating Group must have a qualifying Plan design as identified by CVS/caremark. Some Plan designs may not qualify for participation in the Program. 2. The Program will be a change to Participating Group's existing Plan design. Participating Group's Plan is responsible for complying with all Laws applicable to Participating Group's Plan, for making any appropriate notifications to its Plan Participants concerning the Program and for making any appropriate changes to its Plan documents to reflect Participating Group's participation in the Program. 3. CVS/caremark will implement and administer the Program as part of the services CVS/caremark provides under this Agreement. All terms and conditions set forth in this Agreement will apply to the Program, although the Program will be governed by the terms and conditions in this Exhibit to • the extent of any conflict between this Exhibit and the Agreement. 4. The Program applies only to "Maintenance Choice Prescriptions." A Maintenance Choice Prescription is a prescription for more than an 83-day supply of certain medications that are covered by Participating Group's Plan(s),excluding specialty medications. 5. A Maintenance Choice Prescription will be dispensed by a CVS retail pharmacy, but Participating Group's Plan(s) will receive the same pricing discounts and dispensing fees, if any, that would apply if the Prescription had been filled at one of CVS/caremark's mail service pharmacies. The Plan Participant will pay, and CVS/caremark will direct the dispensing CVS pharmacy to collect, the lesser of(i)the same"Cost Share"the Plan Participant would have paid if the Prescription had been filled at one of CVS/caremark's mail service pharmacies or(ii) the retail U&C. The cost to the Plan for Maintenance Choice Prescriptions will not be subject to the U&C price or other retail network pricing charged by the CVS/pharmacy. In no case shall a Maintenance Choice Prescription be greater cost compared to CVS/caremark mail service pharmacy. 6. Maintenance Choice Prescriptions will be treated the same as Prescriptions filled at CVS/caremark's mail service pharmacies for purposes of any mail pricing guarantees and generic dispensing rate guarantees set forth in this Agreement. Maintenance Choice Prescriptions will be disregarded and therefore excluded for purposes of calculating all mail service pharmacy non- financial performance guarantees set forth in the Agreement. 7. (Optional—for Participating Groups electing Opt-Out Maintenance Choice)The Maintenance Choice Program Participating Group's Plan has elected allows the Plan's Participants to "opt out" of the Program by calling CVS/caremark's Customer Care Center. Upon opting out, Plan Participants can continue to fill their 30 day maintenance medication Prescriptions at a retail • 81 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • pharmacy of their choice. The Prescriptions that are dispensed pursuant to the opt out request: (i) are excluded from the definition of Maintenance Choice Prescriptions set forth in paragraph 4 above and(ii)are subject to the retail network pricing set forth in the Agreement. 8. (Optional — for Participating Groups electing Voluntary Maintenance Choice) The Maintenance Choice Program Participating Group's Plan has elected is CVS/caremark's voluntary Maintenance Choice Program. This voluntary Program allows Plan's Participants to: (i) receive Prescriptions from all Participating Pharmacies for 30-day maintenance medications; and (ii) receive 90 day Prescriptions of Maintenance Choice Prescriptions from CVS/Pharmacy retail locations and CVS/caremark mail service. All 30-day maintenance medications dispensed by Participating Pharmacies will be charged in accordance with the retail rates set forth in the Agreement. Adoption of the voluntary Program requires that Participating Group's Plan implement a Plan design that: (i) requires the Cost Share for a Maintenance Choice Prescription to be the same or similar as the Cost Share (e.g., co-payment or co-insurance) for the same days supply at mail to provide an incentive for Plan Participants to move to a 90-day supply; (ii) allows CVS/caremark to communicate with Plan Participants regarding the benefits of moving to a 90-day supply consistent with the Plan design; and (iii) limits the ability of Plan Participants to receive 90-day supplies to CVS/Pharmacy retail locations and CVS/caremark mail service only. 9. Upon written notice to Participating Group, CVS/caremark may modify the Program or suspend Participating Group's participation in the Program. Additionally, upon written notice to Participating Group, CVS/caremark may modify the financial guarantees in this Agreement that are 11111 impacted by Participating Group's participation in the Program,but only in a manner that maintains the total aggregate economic value of Participating Group's existing financial guarantees. • 82 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • EXHIBIT J VACCINE MASTER ADDENDUM CVS/caremark shall provide vaccine administration services to Participating Groups electing to participate in this program upon the following terms and conditions: 1. Program Enrollment Form. This Addendum is intended to be supplemented by one or more Program Enrollment Forms, which will set forth specific Program offerings made available by CVS/caremark from time to time. Participating Group will elect the specific Program option(s) in which it elects to participate on such Program Enrollment Form(s). 1.1 Annual Flu Season Vaccination Elections. Unless otherwise specified in a Program Enrollment Form, influenza vaccination Program offerings will change each Flu Season. A "Flu Season"will generally begin in August or September of a calendar year and continue for several months thereafter into the succeeding calendar year, as set forth in a specific annual Enrollment Form. Specific Program offerings may vary from one Flu Season to the next based on relevant considerations, including,but not limited to, vaccine availability, Participating Group requests, and availability of qualified personnel to administer vaccinations, and may include additional vaccination options in addition to influenza vaccinations. 1.2 Non-Seasonal Vaccination Elections. Under the Program, certain non-seasonal vaccine offerings may be available from time to time, which will be set forth in a Program Enrollment Form. Non- seasonal vaccine services under the Program may be provided on an open-ended basis and span • multiple Flu Seasons,as indicated on the respective Program Enrollment Form. 1.3 Periodic Program Elections. While this Addendum remains in effect, CVS/caremark shall, upon request, provide Participating Group with one or more Program Enrollment Forms which shall detail the specific features of the Program then available for the current Flu Season or other time period. Any Program Enrollment Form executed by Participating Group shall be deemed incorporated into this Addendum. Participating Group shall indicate its election to participate in the Program on the appropriate Program Enrollment Form and return such signed Program Enrollment Form to CVS/caremark. CVS/caremark shall provide Program services to Participating Group in accordance with the terms of this Addendum and the applicable Program Enrollment Form. The terms of any current Program Enrollment Form executed by Participating Group shall, as applicable, control over this Addendum for the respective Flu Season services or non-seasonal vaccine services corresponding to such Program Enrollment Form. 1.4 Terminating Participation. Unless the Agreement or this Addendum is expressly terminated,this Addendum shall continue in force for any future Flu Season(s) that CVS/caremark offers the Program and Participating Group elects to participate, even in the event that Participating Group elects not to participate in, or CVS/caremark elects not to offer, any Program options during any particular Flu Season. Participating Group may terminate participation in the Program as of the end of any Flu Season, or, with respect to non-seasonal vaccination offering, if available and elected, upon thirty(30)days'prior written notice to CVS/caremark. 2. General Program Pricing Terms. The following terms apply to all Program offerings: • 83 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • 2.1 Vaccine Fee Composition. Unless otherwise stated in the respective Program Enrollment Form, the pricing terms contained in such Program Enrollment Form include the vaccine, vaccine administration fee,and dispensing fee. 2.2 Exclusion from Agreement Guarantees. Vaccinations provided pursuant to the Program may be excluded from the calculation of any and all financial and performance guarantees in the Agreement. 2.3 Co-Payments. The service fee designated on the respective Program Enrollment Form shall,prior to invoicing by CVS/caremark,be reduced by any copayment designated by Participating Group on the respective Program Enrollment Form and paid to the dispensing pharmacy by the vaccination recipient. 3. General Vaccine Retail Voucher Terms. The following terms apply to Program offerings including a vaccination Retail Voucher component,if selected by Participating Group: 3.1 Distribution of Retail Vouchers. CVS/caremark shall provide Participating Group with a portable document file (pdf)electronic file ("Electronic File"), from which Retail Vouchers may be printed. Participating Group shall be responsible for selection of individuals eligible to receive Retail Vouchers ("Voucher Recipients") and distribution of the Electronic File or Retail Vouchers to Voucher Recipients. 3.2 Redemption of Retail Vouchers. CVS/caremark shall arrange for the provision of vaccinations to Voucher Recipients exclusively at CVS/pharmacy locations where licensed pharmacists or 11111 pharmacist interns will administer the vaccinations. The vaccination indicated on the Retail Voucher shall be provided upon presentation of a Retail Voucher,which must be relinquished at the time the Voucher Recipient receives the vaccination. Participating Group understands and acknowledges that only CVS/pharmacy locations are "in-network" for purposes of this Retail Voucher offering. 3.3 Invoicing. CVS/caremark shall invoice Participating Group for Retail Voucher Program services in accordance with the rates and terms specified in the respective Program Enrollment Form. If no invoicing terms are specified in a Program Enrollment Form, CVS/caremark shall invoice Participating Group monthly and invoices shall be paid within thirty(30)days of receipt. 4. General Eligibility Based Program Terms (Broader Vaccine Network or CVS Only Vaccination Network). The following terms apply to Program offerings including an option to receive vaccinations upon presentation of a Plan Participant's prescription benefit Plan ID Card, if selected by Participating Group: 4.1 Participating Vaccine Pharmacies. Subject to pharmacy schedule and vaccine availability, certain Participating Pharmacies shall administer the vaccination(s) elected in the respective Program Enrollment Form. Under the Broader Vaccine Network, various chain and independent Participating Pharmacies participate in the Program offering (referred to for the purposes of this Section 4 as "Participating Vaccine Pharmacies"). Under the CVS Only Vaccine Network, only CVS/pharmacy locations participate in the Program offering. If Participating Group elects to participate in this Program component,Participating Group's election of either the Broader Vaccine Network or the CVS Only Vaccine Network, as available, shall be made on an Enrollment Form. Availability of vaccines may vary by Participating Vaccine Pharmacy location. For clarification, Participating Group acknowledges that MinuteClinic locations are not Participating Vaccine • 84 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Pharmacies and do not administer vaccinations under the Program component described in this Section 4. At Participating Group's request CVS/caremark shall provide Participating Group with a current list of Participating Vaccine Pharmacies. Participating Group understands and acknowledges that all Participating Pharmacies are offered the opportunity to administer vaccinations as Participating Vaccine Pharmacies in the Broader Vaccine Network, but not all Participating Pharmacies have chosen to do so. 4.2 Invoicing. CVS/caremark shall invoice Participating Group for Program services described in this Section 4 in accordance with the rates and terms specified in the respective Program Enrollment Form. If no invoicing terms are specified in a Program Enrollment Form, CVS/caremark shall invoice Participating Group pursuant to the standard Claims invoicing and payment terms of the Agreement. 5. Additional Terms. Except with respect to collection of co-payments as agreed to by Participating Group and CVS/caremark in a Program Enrollment Form, CVS/caremark undertakes no responsibility to bill any payor other than Participating Group for the services described in this Addendum or any Program Enrollment Form and specifically disclaims any obligation to engage in any coordination of benefits with respect to such services, except where required by applicable Law. The provision of all Program services is subject at all times to vaccine availability. In the event of an epidemic, pandemic or similar public health incident(s), CVS/caremark may be unable to purchase and/or supply vaccine, and product held by CVS/caremark may be subject to superseding requirements imposed by a governmental authority, including, without limitation, potential seizure. CVS/caremark shall have no liability due to any resulting inability to provide Program services. Capitalized terms used but not otherwise defined in this Addendum shall have • the meaning set forth in the Agreement. CVS/caremark will implement the Program described herein upon receipt of this Addendum, signed by Participating Group, and receipt of one or more current Program Enrollment Form(s), within the timeframe specified in such Program Enrollment Form(s). 6. Successive Vaccination Pricing. This Addendum shall supersede all previous vaccine pricing agreed to by Participating Group and CVS/caremark, if any. The pricing terms of each successive Program Enrollment Form shall supersede the conflicting pricing terms of the preceding Program Enrollment Form,if any,except as may be expressly stated in a Program Enrollment Form. • 85 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • EXHIBIT K CVS/CAREMARK STANDARD REPORTS Brief summaries of CVS/caremark standard reports,which may be requested by Participating Group,are included below: \lanagement Activity Reports Utilization Summary Provides an overview of prescription benefit utilization by Plan Participants in the selected carrier(s),account(s),group(s),and/or care facility(is). Monthly Summary of Key Data Provides the current month,quarterly,and year to date values for several significant items related to the selected carrier(s),account(s), and/or group(s). Executive Summary Provides the current quarterly,previous three quarters',and the year to date values for several significant items related to prescription benefit utilization for the selected carrier s ,account s ,and/or : ou. s . Plan Participant Utilization Reports Utilization Summary by Plan Provides a summary of claim statistics for up to 200 of the most active Participant(ranked by total Plan Participants in the selected carrier(s),account(s),group(s),and/or benefit dollars paid) care facility(is). Plan Participant Utilization Provides a detailed listing of all Prescription Claim activity within a Detail(Totals&Averages) chosen time period for each Plan Participant of the selected carrier(s), account(s),groups(s),and/or care facility(is),or for a specific Plan • Participant ID. Plan Participant Utilization Generates Plan Participant billing information for the selected Detail carrier(s),account(s),group(s),and/or care facility(is),and/or Plan Participant(s). Group Utilization Summary Provides a record of statistical information on benefit utilization by (Totals&Averages) group ID. Age/Sex Utilization Summary Provides a record of Prescription data broken down by age and sex for carrier(s),account(s),group(s),or facility(is). Plan Participant Prior Provides a record of claims with prior authorization overrides for Plan Authorization Detail Participants within the selected carrier(s,account(s),and/or group(s). Monthly Utilization Summary Provides monthly values for census information,usage information, and generic utilization information related to the selected carrier(s), account s ,and/or :you, s . Drug Usage Reports Therapeutic Class Profile Provides utilization detail of prescription drug Claims within Summary corresponding therapeutic classes for selected carrier(s),account(s), group(s),and/or care facility(is). Brand/Generic Summary Provides a summary of generic drug substitution patterns for selected carrier(s),account(s),group(s),and/or care facility(is). It reflects actual as well as projected available savings. Product Cost Ranking Summary Provides a record of up to 200 drugs dispensed for the selected carrier(s),account(s),group(s),and/or care facility(is)within the chosen time period,differentiated by eight-digit GPI,and ranks them by descending dollar amount for the total ingredient cost unless • specified otherwise. 86 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK • Ranking Summary Provides a record of each drug dispensed for the selected carrier(s), account(s),and/or group(s)within the chosen time period, differentiated by 14-digit GPI,and ranks them in descending order by the number of Prescriptions filled. Therapeutic Class Usage Lists therapeutic classes from which products have been prescribed for Ranking Summary the selected carrier(s),account(s),group(s),and/or care facility(is) within the specified date range. They are ranked by number of Prescri s tions. Pharmacy Provider Reports Pharmacy Provider Utilization Provides a summary of all Prescription activity for each provider Summary within a specified carrier,account,group,chain ID,chain region, network ID,or ZIP Code. The report is presented by pharmacy within chains. Pharmacy Provider Utilization Provides Prescription activity totals by provider for a specified carrier, Summary with Averages account,group,chain ID,chain region,network ID,or ZIP Code. It also includes withhold amounts. The report is presented by pharmacy within chains. Note:The frequency of reports is determined by each Participating Group's needs. • a7 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL,PROPRIETARY AND CONSTITUTES TRADE SECRETS OF CAREMARK