16018-CONTRACT.PDF

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CONTRACT PURSUANT TO RFP
SERIAL 16018-RFP
This Contract is entered into this 11th day of January, 2017 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and OPTUMRX INC., an Illinois corporation (“Contractor”) for the purchase of
PHARMACY BENEFIT MANAGEMENT SERVICES.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of Three (3) years, beginning on the 1st day of July, 2017 and ending
the 30th day of June, 2020.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of seven (7) years, (or at the County’s sole
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
2.0 FEE ADJUSTMENTS:
Any request for a fee adjustment must be submitted one hundred and eighty (180) days prior to the current
Contract expiration date. Requests for adjustment in cost of labor and/or materials must be supported by
appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the
change. The reasonableness of the request will be determined by comparing the request with the Consumer
Price Index or by performing a market survey.
2.1 On an annual basis, after the first year of this Agreement, the County shall have the right to
evaluate the pricing provided in this Agreement to ensure that pricing remains competitive in the
pharmacy PBM marketplace (the "Market Check"). The market check shall be based upon the
same financial assumptions of this Agreement, including plan design, and shall be based upon
similar clients in size and market as the County. Substantially similar clients include those with a
similar number of enrolled individuals and comparable demographics (e.g., age, sex, and
geographic location), utilization patterns, claim volume, and call volume. Substantially similar
pharmacy benefit management services include those covering similar lines of business (e.g.,
commercial, Medicaid, Medicare) and types of services (e.g., retail, mail, and specialty); those
based upon similar assumptions (e.g., formulary and network attributes, service levels, and
contract term comparable to the remaining Term of this Agreement); and those covering a similar
structure, number and complexity of benefit plans. The Market Check analysis (the "Report") will
be prepared by the County or its designee and will include all pricing elements, associated terms,
and other information in sufficient detail to identify whether the comparable clients and services
identified in the report are substantially similar to the County and the applicable services; provided
that the Report is not required to disclose to Contractor the actual identities of the comparable
clients used for the basis of preparing the report. Contractor will provide its comments on the
Report to the County or its designee within thirty (30) business days of receipt. If the Market
Check results in a finding that current market conditions can yield a one percent (1%) or more
aggregate annualized savings, the Parties will discuss in good faith the Report and a revision to the

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program pricing terms under the Pricing Agreement (Exhibit A), to be effective no later than the
beginning of the following Plan Year under the County’s Benefit Plan (defined in Exhibit B-1)
and upon execution of an amendment to this Agreement.
3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A.”
3.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
3.3 With regard to billing, CONTRACTOR shall invoice the County on a monthly basis for
administrative service fees provided pursuant to this Agreement on the schedule set forth in
Exhibit A. County will pay all valid invoices for such administrative services within thirty (30)
days after the date of the invoice. Payment shall be made to the Contractor by Accounts Payable
through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds
Transfer (EFT) process. After Award the Contractor shall fill out an EFT Enrollment form located
on the County Department of Finance Website as a fillable PDF document
(www.maricopa.gov/finance/)
3.4 County shall make funds available and reimburse Contractor for benefits paid under the
Contractor’s National Network for Covered Prescription Drug Services (“Network Claims
Funding”) no less than twice monthly, 5 days following billing, via a County-designated sweep
banking account (the “Bank Account”) maintained by the County and accessed by the Contractor
as needed. The Contractor’s access to the Bank Account shall be for the sole purpose of payment
of benefits under the Maricopa County Benefits Plan (the “Benefits Plan,” expenses of the
Benefits Plan (such as state surcharges or assessments), and, when authorized by the County,
service fees. If County fails to meet the payment obligations of Sections 3.3 or 3.4 within the time
specified, County shall be deemed in breach of the Agreement. N otwithstanding any other
provisions contained herein, if County fails to cure such breach within three (3) business days,
Contractor, in its sole discretion, shall have the non-exclusive and cumulative options in addition
to its remedies under this Agreement, at law or in equity, to: (i) suspend performance of any or all
of Contractor’s obligations under or in connection with this Agreement, including processing of
Claims, (ii) require County to pre-fund a pharmacy spend account in the amount of two (2) times
the average monthly prescription drug spend of County, ( iii) utilize available deposited or
escrowed funds or (iv) set off against any amounts payable to County (including any Rebates that
would otherwise be payable to County) any amounts due to Contractor (including late interest
charges).
3.5 INVOICES:
3.5.1 The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the
invoice must provide the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service
• Quantity of claims processed
• Contract Item number(s)
• Description of Purchase
• Pricing per unit of purchase
• Extended price
• Total Amount Due

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3.5.2 Problems regarding billing or invoicing shall be directed to the County’s Benefits
Finance Manager at (602) 506-2828.
3.6 APPLICABLE TAXES:
3.6.1 Payment of Taxes.
If any Taxes are assessed against Contractor as a claim administrator in connection with
Contractor’s services under this Contract, including all topics identified in section 3.6.5,
the County will reimburse Contractor for the County’s proportionate share of the Taxes
(but not Taxes on Contractor’s net income). “Tax” means a charge imposed, assessed or
levied by any federal, state, local or other governmental entity. Contractor has the
authority and discretion to reasonably determine whether the Tax should be paid or
disputed. The County also will reimburse Contractor for a proportionate share of any cost
or expense reasonably incurred by Contractor in disputing the Tax, including costs and
reasonable attorneys’ fees and any interest, fines or penalties relating to the Tax, unless
caused by Contractor’s unreasonable delay or determination to dispute the Tax.
3.6.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all
applicable state and local transaction privilege taxes. To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this contract it is the
responsibility of the seller to collect and remit all applicable taxes to the proper taxing
jurisdiction of authority.
3.6.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold Maricopa County harmless from
any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or state and local laws and regulations and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security and
Worker’s Compensation.
3.6.4 Tax Reporting. In the event that the reimbursement of any benefits to members of the
Benefits Plan (“Member” or “Members”) in connection with this Contract is subject to
Benefits Plan or employer-based tax reporting requirements, the County will comply with
these requirements.
3.6.5 State and Federal Surcharges, Fees and Assessments. The Benefit Plan will remain
responsible for state or federal surcharges, assessments or similar Taxes imposed on the
Benefit Plan or Contractor, including those imposed pursuant to The Patient Protection
and Affordable Care Act of 2010 (e.g., the reinsurance fee to be processed by third-party
administrators on behalf of the self-funded plans).
3.7 TAX: (SERVICES)
No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and
all taxes and include the same in proposal price.
4.0 AVAILABILITY OF FUNDS:
4.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds including notifying Contractor no less than sixty (60) days in advance if the
County expects that funds for payment under this Contract may not be available.

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4.2 If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibits B, B-1, B-2 and B-3.
6.0 TERMS and CONDITIONS:
6.1 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses
are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend,
indemnify, and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all third party claims, damages, losses, and
expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the
costs and attorneys' fees for appellate proceedings) to the extent arising out of, or alleged to have
resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this
Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any, third party
damage, loss, or expense to the extent caused by any negligent acts, errors, omissions, or mistakes
in the performance of this Contract, but only to the extent caused by the negligent acts or
omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or
anyone for whose acts they may be liable.
6.2 INSURANCE.
6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++ or higher. In lieu of
State of Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be reasonably acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
6.2.3 Where additional insured status applies, Contractor’s insurance shall be primary
insurance as respects County, and any insurance or self-insurance maintained by County
shall not contribute to it.
6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Contractor shall be solely responsible for the deductible and/or self-insured
retention.

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6.2.6 The insurance policies required by this Contract, except Workers’ Compensation and
Professional Liability/Errors and Omissions, shall name County, its agents,
representatives, officers, directors, officials and employees as Additional Insureds.
6.2.7 The policies required hereunder, except Workers’ Compensation and Professional
Liability/ Errors and Omissions, shall contain a waiver of transfer of rights of recovery
(subrogation) against County, its agents, representatives, officers, directors, officials and
employees for any claims arising out of Contractor’s work or service.
6.2.8 Commercial General Liability.
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a l imit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would serve to limit
third party action over claims.
6.2.9 Automobile Liability.
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $1,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor’s work or services or use or maintenance of the Premises under this Contract.
6.2.10 Workers’ Compensation.
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
6.2.11 Errors and Omissions (Professional Liability) Insurance.
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions or
professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for
each claim.
6.2.12 Certificates of Insurance.
6.2.12.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract, issued by Contractor’s insurer(s), as evidence that policies
providing t he r equired c overage, conditions and limits required by this
Contract are in full force and effect. Such certificates shall identify this
contract number and title.

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6.2.12.2 Applicable to all insurance policies required within the Insurance
Requirements of this Contract, Contractor’s insurance shall not be permitted
to expire or, be canceled, without thirty (30) days prior written notice to
Maricopa County. Contractor must provide to Maricopa County, within 2
business days of receipt, if Contractor receives notice of a policy that has been
or will be, canceled, for any reason, has expired, or will be expiring. Such
notice shall be sent directly to Maricopa County Office of Procurement
Services and shall be mailed or hand delivered to 320 West Lincoln Street,
Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation.
6.2.12.3 In the event any insurance policy (ies) required by this contract is (are) written
on a “claims made” basis, coverage shall extend for two years past completion
and acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.
6.2.12.4 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County fifteen (15) days prior to the expiration date.
6.3 FORCE MAJEURE
6.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies,
hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
interruption or failure of electricity or telecommunication service.
6.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
6.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
6.3.4 The County shall reserve the right to terminate this Contract and/or any applicable order
or contract release purchase order upon non-performance by Contractor. The County
shall reserve the right to extend the Contract and time for performance at its discretion.
6.4 REQUIREMENTS CONTRACT AND EXCLUSIVITY: :
Contractor signifies its understanding and agreement by signing this Contract, that this Contract is
a requirements contract. However, the Contract does not guarantee any minimum or maximum
number of purchases will be made. It only indicates that if purchases are made for the services
contained in the Contract, they will be purchased from the Contractor awarded that item if the
Contractor can meet all the delivery requirements of the County. The County agrees to utilize only
Contractor to provide it with any of the services comparable to those described herein during the
term of this Contract.

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6.5 SUSPENSION OF WORK
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt the
work of this contract for the period of time that the Procurement Officer determines appropriate
for the convenience of the County. No request for adjustment under this clause shall be granted
unless the claim, in an amount stated, is asserted in writing as soon as practicable after the
termination of the suspension, delay, or interruption, but not later than the date of final payment
under the contract.
6.6 STOP WORK ORDER
The Procurement Officer may, at any time, by written order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days
after the order is delivered to the Contractor, and for any further period to which the parties may
agree. The order shall be specifically identified as a s top work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to
the Contractor, or within any extension of that period to which the parties shall have agreed, the
Procurement Officer shall either—
6.6.1 Cancel the stop-work order; or
6.6.2 Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience of the County, clause of this Contract.
6.6.3 The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or contract price, or otherwise, and the contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an
increase in costs to the Contractor.
6.7 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate this Contract for convenience at any time by providing sixty (60)
calendar days advance notice to the Contractor. The Contractor recognizes that the County will
monitor the performance of the contractor and review the needs of the County on an annual basis
and has the right and discretion to terminate this contract for convenience with sixty (60) days’
notice prior to the end of year 1, 2, or 3.
6.8 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this contract in whole or
in part if the Contractor fails to:
6.8.1 Deliver the supplies or to perform the services within the time specified in this contract or
any extension;
6.8.2 Make progress, so as to endanger performance of this contract; or
6.8.3 Perform any of the other provisions of this contract.
6.8.4 The County’s right to terminate this contract under these subparagraph may be exercised
if the Contractor does not cure such failure within 10 days (or more if authorized in
writing by the County) after receipt of the notice from the Procurement Officer
specifying the failure.
6.9 Effect of Termination. Termination of this Contract for any reason will not affect the rights and
obligations of the parties arising out of any transactions occurring before the effective date of the

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termination, except as follows: (a) Contractor will have no obligation under any guarantees under
this Contract for the contract year (i.e., each 12-month period measured from the Effective Date or
an anniversary of the Effective Date) in which this Contract terminates, if the portion of the
contract year before the effective date of termination is less than 12 full months; (b) if the County
terminates this Contract for convenience or if Contractor terminates this Contract for default by
the County prior to the end of the Term, Contractor will retain any and all rebates pending as of
the date of termination or any future Rebates payable under the remaining contract year; or (c) as
otherwise specified in this Contract.
6.10 Transition Assistance Following Termination. Upon termination of this Contract for any reason,
Contractor will, as directed by the County, provide the County or its designee with up to twelve
transmissions, in the aggregate, of the following files to the extent applicable: (a) existing Mail
Order or Specialty Pharmacy open refill transfer files for Members, as based upon the County’s
most current eligibility files; (b) the County’s claims history file; (c) the County’s prior
authorization files; and (d) the County accumulator files. Each file will be sent using Contractor’s
standard format and delivered using a media agreed to by the parties. Contractor shall be solely
responsible to process only those Claims that are for prescriptions dispensed before the
termination date and received by Contractor from Network Pharmacies no later than thirty (30)
days after the termination date and from Members no later than sixty (60) days after the
termination date.
6.11 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to
A.R.S § 38 -511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
6.12 CONTRACTOR LICENSE REQUIREMENT:
The Respondent shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary complete any
required certification requirements, required by any and all governmental or non-governmental
entities as mandated to maintain compliance with and in good standing for all permits and/or
licenses. T he Respondent shall keep fully informed of existing and future trade or industry
requirements, Federal, State and Local laws, ordinances, and regulations which in any manner
affect the fulfillment of a Contract and shall comply with the same.
6.13 SUBCONTRACTING:
The Contractor may not assign to another contractor or subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County;
provided the foregoing shall not apply to vendors or subcontractors generally used throughout
Contractor’s business and not specifically tied to this Contract. All correspondence authorizing
subcontracting must reference the Contract Serial Number.
.
6.14 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.

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6.15 ADDITIONS/DELETIONS OF SERVICE:
The County reserves the right to add and/or delete materials and services to a Contract. I f a
service requirement is deleted or additional services are required from Contractor, prices provided
in this Contract will be negotiated between the Contractor and the County to reflect such changes.
6.16 SEVERABILITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
6.17 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from this Contract without additional
cost or other restriction except as may be established by law or applicable regulation. Each party
shall supply to the other party, upon request, all agreed reports provided under this Contract
6.18 DATA PROTECTION AND OWNERSHIP
Data Ownership. The County owns and will continue to own County Data and Contractor owns
and will continue to own Contractor Data, despite data use or possession by the other party or its
subcontractor in accordance with an authorized subcontract. Each party will use commercially
reasonable efforts to maintain the proprietary character of the other party’s respective County Data
or Contractor Data. Despite any contrary provisions in this Agreement, during the Term and for a
reasonable period after termination of this Agreement, the County grants Contractor the right to
use and disclose to third parties Member drug and related medical data to perform Contractor’s
responsibilities under this Contract and to use in Contractor’s research, cost analyses, and cost
comparison studies. All research, cost analyses, cost comparisons and other similar studies or
reports Contractor conducts or prepares will be Contractor’s sole and exclusive property.
Contractor may aggregate this information with that of other clients and de-identify it to protect
County and Member confidentiality. Intellectual Property shall be the sole property of the party
developing such Intellectual Property. The following definitions shall apply for the purpose of this
Section 6.18:
6.18.1 “County Data” means (a) all data and information the County submits or transmits to
Contractor, including information about Benefit Plans, Plan Specifications, Members and
the County’s other programs, services, products and plans; (b) any data and information
submitted or transmitted to Contractor by a Governmental Authority or a third party
about the County or Benefit Plans; (c) data, records and information Contractor generates
that relates directly to Contractor performing Services for the County under this Contract,
exclusive of information or documentation Contractor generates for use in Contractor’s
business generally or for use with multiple clients; (d) all The County Intellectual
Property, together with all derivative works of Intellectual Property; (e) data, records and
information Contractor generates about the County’s business or operations; and (f) for
any matters referenced in the foregoing clauses (a) through (f), data, records or
information occurring in any form, including written, graphic, electronic, visual or fixed
in any tangible medium of expression and whether developed, generated, stored,
possessed or used by the County, Contractor or a third party. County Data will not
include data or information that is generated by or relates to: (i) Contractor or its
business, operations or activities; (ii) another Contractor client or contractor or the
client’s or contractor’s business, operations or activities; (iii) Contractor or its personnel
or contractor’s use other than in performing this Contract; or (iv) data or information
disclosed, sold, assigned, leased or otherwise provided to third parties in a form that the
County Data has been aggregated with other client’s data and cannot be distinguished as
County Data.
6.18.2 “Contractor Data” means: (a) all data and information Contractor submits or transmits to
the County regarding Contractor or its Pharmacy & Therapeutics Committee,

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Contractor’s formularies, Network Pharmacies or Pharmacy Network; (b) all data,
records and information generated in Contractor’s business or operations; (c) all
information pertaining to any programs, services or products Contractor or any of its
clients market or offer; (d) all Contractor Intellectual Property, together with all
derivative works of the Contractor Intellectual Property; (e) Contractor’s software and
any tangible or readable embodiments of such software, (f) Member specific information
received or generated by Contractor’s Mail Order or Specialty Pharmacies in connection
with dispensing Prescription Drugs; and (g) for any matters referenced in the foregoing
clauses (a) through (f), data, records or information occurring in any form, including
written, graphic, electronic, visual or fixed in any tangible medium of expression and
whether developed, generated, stored, possessed or used by Contractor, the County or a
third party. Contractor Data does not include any data or information that relates
exclusively to the County or its business, operations or activities or to another County
customer or contractor or the customers or contractor’s business, operations or activities.
6.19 USE of Name. The parties agree not to use each other’s name, logo, service marks, trademarks or
other identifying information without the written permission of the other, except that the County
grants Contractor permission to use the County’s name, logo, service marks, trademarks or other
identifying information to the extent necessary for Contractor to carry out its obligations under
this Contract.
6.20 Relationship of the Parties; Third Party Beneficiaries. The sole relationship between the
parties is that of independent contractors. This Contract will not create a joint venture, partnership,
agency, employment or other relationship between the parties. Nothing in this Contract will be
construed to create any rights or obligations except among the parties; no person or entity will be
regarded as a third party beneficiary of this Contract.
6.21 Survival. Any term of this Contract that contemplates performance after termination of this
Contract will survive expiration or termination and continue until fully satisfied, including section
6.30, which will survive so long as the information is Confidential Information as allowed under
Arizona State Law or the data is proprietary to either party or its successors, successors-in-interest
or assigns, which will survive indefinitely.
6.22 NON-DISCRIMINATION:
CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09 including flow down of all provisions and requirements to any subcontractors.
Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and
may be viewed and downloaded at the Governor of the State of Arizona’s website
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby
incorporated into this contract as if set forth in full herein. During the performance of this contract,
CONTRACTOR shall not discriminate against any employee, client or any other individual in any
way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.23.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor
6.21.1.1 is not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.21.1.2 have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statues or

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commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
6.21.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
6.21.1.4 have not within a 3-year period preceding this Contract had one or more
public transaction (Federal, State or local) terminated for cause of default.
6.23.2 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related specifically to this Contract.
6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
contractor shall obtain statements from its subcontractors specifically subcontracted under
this Contract certifying compliance and shall furnish the statements to the Procurement
Officer upon request. T hese warranties shall remain in effect through the term of the
Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility
Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as
amended from time to time, for all employees performing work under the Contract and
verify employee compliance using the E-verify system and shall keep a record of the
verification for the duration of the employee’s employment or at least three years,
whichever is longer. I-9 forms are available for download at USCIS.GOV.
6.24.2 The County retains the legal right to inspect contractor employee documents performing
work under this Contract to verify compliance with paragraph 6.24.1 of this Section.
Contractor shall be given reasonable notice of the County’s intent to inspect and shall make
the documents available at the time and date specified. Should the County suspect or find
that the Contractor or any of its subcontractors are not in compliance, the County will
consider this a material breach of the contract and may pursue any and all remedies allowed
by law, including, but not limited to: suspension of work, termination of the Contract for
default, and suspension and/or debarment of the Contractor.
6.24.3 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related specifically to this Contract.
6.25 INFLUENCE
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
6.25.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.

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If a P erson attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
6.26 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW: (Non Claims Audit)
6.26.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Contract for six (6) years after
final payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is latest. The County, Federal or State auditors and any
other persons duly authorized by the Department shall have full access to, and the right to
examine, copy and make use of, any and all said materials subject to the terms of section
6.29.
6.26.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
6.27 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the proposed means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor. The Parties shall address any
such notice of a proposed disallowance in accordance with the requirements for review of audit
findings as set forth in Section 6.29.
6.28 County Claims Audits. The County may audit Contractor once each calendar year to determine
whether Contractor is fulfilling the terms of this Agreement. The County must advise Contractor
in writing of its intent to audit. The place, time, type, scope, duration, and frequency of all audits
must be reasonable and agreed to by Contractor. All audits will be limited to information relating
to the calendar year in which the audit is conducted or the immediately preceding calendar year.
The scope of the County’s audits may be limited to certain functions, or may cover all functions;
provided, however, that once the County has performed an audit for a p articular audit period
(whether limited or full scope), that audit period will be closed, and the County may not perform
any further audits for that audit period. The County may audit Contractor through an audit firm of
its choice, so long as: (a) the auditor does not have a conflict of interest with Contractor; (b) the
audit firm executes Contractor’s form Auditor Protocol and Confidentiality Agreement; (c) the
County pays its own costs associated with the audit; and (d) the County does not compensate the
audit firm, in whole or in part, on a basis that is contingent upon the results of the review of
Contractor’s records or the contents of the audit report. Any County requests for an auditor to
audit will constitute the County’s direction and authorization to Contractor to disclose County-
specific information, including Member information and PHI, to the auditor. Contractor will
provide the County’s auditor with access to all relevant County-specific information reasonably
necessary, with a sample size limited to 300 claims per audit, for the County to verify Contractor’s
performance under this Agreement subject to Contractor’s third party confidentiality obligations.
Other documentation (e.g. policies and procedures) requested during the course of an audit, other
than that needed to determine the accuracy of the County claims payments, will be provided at
Contractor’s reasonable discretion. A final audit report shall be provided by the County or its third
party auditor in writing to Contractor within forty-five (45) calendar days of the end of the
audit. Such final audit report will contain a representative sample of claims or the entire suspected
error population, as well as the dollar amount associated with any suspected errors. If the County
or its third party auditor provides Contractor with the entire suspected error population, then

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Contractor will review a statistically valid sample of the claims and provide the County or its third
party auditor with its response within thirty (30) calendar days of Contractor’s receipt of the final
audit report. However, if the audit requires Contractor’s review of six (6) or more findings,
Contractor may request additional time to respond to the audit. The County or its third party
auditor shall have thirty (30) calendar days to respond to Contractor’s response. If the County or
its third party auditor fails to provide an initial final audit report to Contractor within forty five
(45) calendar days of the end of the audit or fails to respond to Contractor’s response to the final
audit report within thirty (30) calendar days, then the audit will be considered closed.
6.29 OFFSET FOR DAMAGES;
In addition to all other remedies at law or equity, upon no less than ten (10) days’ notice to
Contractor, the County may offset from any money due to the Contractor any amounts Contractor
owes to the County for damages resulting from breach or deficiencies in performance of this
Contract.
6.30 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by
the Records Manager at the Office of Procurement Services. Offers shall be open to public
inspection and copying after Contract award and execution, except for such Offers or sections
thereof determined to contain proprietary or confidential information by the Office of Procurement
Services. If an Offeror believes that information in its Offer or any resulting Contract or materials
produced in conducting services under such Contract should not be released in response to a
public record request under Arizona law, the Offeror shall indicate the specific information
deemed confidential or proprietary and submit a statement with its offer detailing the reasons that
the information should not be disclosed. Such reasons shall include the specific harm or prejudice
which may arise from disclosure. The Records Manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa County
Procurement Code and shall notify Contractor of any public records request that may include
confidential or proprietary information of Contractor.
6.31 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.32 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, co-employee, partnership, principal and agent,
or joint venture between the County and the Contractor.
6.33 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona.
6.34 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.34.1 Exhibit A, Pricing;
6.34.2 Exhibit B, General Scope of Service

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6.34.3 Exhibit B-1, Definitions
6.34.4 Exhibit B-2, Onsite Pharmacy Claims and Payment Requirements
6.34.5 Exhibit C, HIPPA (Business Associate Agreement)
6.34.6 Exhibit D, Service Level Agreement
6.34.7 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
OptumRX Inc.
1600 McConnor Parkway
Schaumburg, IL 60173-6801

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
Jeff Grosklags CFO
PRINTED NAME AND TITLE
1600 McConnor Parkway, Schaumburg, IL 60173
ADDRESS
12/28/2016
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE

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EXHIBIT A
PRICING
A. SERVICES FEES.
County will pay Contractor for the services provided herein pursuant to the following table:
SERIAL 16018-RFP BEST AND FINAL OFFER
NIGP CODE: 94872
RESPONDENT'S NAME: OptumRx, Inc.
COUNTY VENDOR NUMBER : VS0000000234
ADDRESS: 1600 McConnor Parkway
Schaumburg, IL 60173-6801
TELEPHONE NUMBER: 1-877-634-9535 x83399
FACSIMILE NUMBER: N/A
WEB SITE: optum.com
CONTACT (REPRESENTATIVE): Shannon Ross
REPRESENTATIVE'S E-MAIL ADDRESS: Shannon.Ross@optum.com
1.0 PRICING (discount off AWP):*
1.1 RETAIL PRICING**
Restricted
Open 30 Day Walgreens
Network Anchor 30 Day Open
with Select Network with Network
90*** Select 90*** ***
1.1.1 BRAND NAME AWP LESS DISCOUNT
(1-83 days supply) 17.00% 18.00% 17.00%
1.1.2 BRAND DISPENSING FEE (1-83 days supply) $1.15 $0.90 $1.15 PER SCRIPT
1.1.3 BRAND NAME AWP LESS DISCOUNT
(>83 days supply) 24.50% 24.50% 20.00%
1.1.4 BRAND DISPENSING FEE (>83 days supply) $0.00 $0.00 $0.00 PER SCRIPT
1.1.5 GENERIC DISCOUNT (1-83 days supply) 80.50% 81.50% 80.50%
1.1.6 GENERIC DISPENSING FEE (1-83 days supply) $1.15 $0.90 $1.15 PER SCRIPT
1.1.7 GENERIC DISCOUNT (>83 days supply) 84.00% 84.00% 83.00%
1.1.8 GENERIC DISPENSING FEE (>83 days supply) $0.00 $0.00 $0.00 PER SCRIPT
1.1.9 ADMINISTRATION FEES $1.50 $1.50 $1.50 PER SCRIPT
1.2 MAIL ORDER
1.2.1 BRAND AWP LESS DISCOUNT 24.50%
1.2.2 GENERIC DISCOUNT 84.00%
1.2.3 DISPENSING FEE $0.00 PER SCRIPT
1.2.4 ADMINISTRATIVE FEES $1.50 PER SCRIPT
1.3 SPECIALTY – EXCLUSIVE
1.3.1 AWP LESS DISCOUNT 18.75%
This represents the overall aggregate specialty discount. Please
refer to the provided specialty price schedule for drug specific
pricing. Drug-specific pricing is not guaranteed.
1.3.2 DISPENSING FEE $0.00 PER SCRIPT
1.3.3 ADMINISTRATIVE FEES $1.50 PER SCRIPT

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1.4 REBATES - PREMIUM FORMULARY
GUARANTEED REBATES PER BRAND SCRIPT
RETAIL (1-83 days supply) $80.00 PER BRAND SCRIPT
RETAIL (>83 days supply) $160.00 PER BRAND SCRIPT
MAIL $240.00 PER BRAND SCRIPT
SPECIALTY $400.00 PER BRAND SCRIPT
**Experience for specific Network Pharmacies may differ. The rates set forth above represent Contractor’s overall
pricing rate guarantees, which are subject to the terms of this Agreement.
***County may elect only one retail network option each year. County shall notify Contractor of its retail network
election no later than ninety (90) days prior to the beginning of a new contract year (i.e. no later than April 1 for a
contract year beginning July 1). If no such notice is provided to Contractor, the retail network option selected in
the prior contract year shall remain in effect for the duration of the next contract year. Retail pricing guarantees
will apply to the network selected as indicated above. The following requirements will apply depending on the
network selected:
• Open 30 Day Network with Select 90”
o provides for the OptumRx Broad Network for retail 30
o requires adoption of the Select90 Saver Plus Network for retail 90.
• Restricted Walgreens Anchor 30 Day Network with Select 90”
o requires the restricted Walgreens Anchor network for retail 30
o requires adoption of the Select90 Saver Plus Network for retail 90.
• Open Network:
o provides for the OptumRx Broad Network for retail 30 and retail 90
Mail order pricing, Specialty pricing, and rebate guarantees remain the same for all the different retail
network/pricing options and do not change based on the selection of the retail network/pricing option. For the
contract year beginning as of July 1, 2017, the County has selected the third pricing/network option - Open
Network.
All pricing guarantees are contingent on Contractor being the exclusive mail provider. As of the date hereof, the
Select90 Saver Plus Network consists only of Walgreens pharmacies, which would include the County’s onsite
pharmacy location as long as it is part of the Walgreens pharmacy network. The Select 90 Saver Plus Network
requires that after two grace fills of 1-83 days supply at non-participating pharmacies Members must obtain
subsequent refills of maintenance medications either through Administrator’s mail service pharmacies or through
Select90 Saver Plus Network pharmacies. Members shall pay 100% of the cost of any retail maintenance
prescription filled outside of a Select90 Saver Plus Network pharmacy or Administrator’s mail service pharmacy,
with the exception of such grace fills.
1. Contractor shall charge to the County and the County shall pay the actual retail pharmacy rates paid by
Contractor to the applicable retail pharmacy for prescriptions electronically processed and dispensed to a
Member through Contractor’s retail pharmacy network, which are estimated to be the rates set forth above.
2. The discounts and the dispensing fees set forth above are effective average rates, in aggregate, as measured
annually for the Pharmacy Network. In calculating the effective average discounts, Contractor may include
the value of all other discounts delivered in connection with this Agreement including but not limited to
other savings and reimbursements delivered hereunder by Contractor (i.e. lower of usual & customary
(U&C) pricing). Any excess discount or reimbursement delivered under any discount or reimbursement set
forth above may be credited to any other discount or reimbursement contracted for under this Agreement
Any credits due to County relating to guarantees set forth above shall be issued ninety (90) days after the
measurement period. C ompounds, specialty claims, 340B claims, Indian Health Services and Tribal
claims, direct member reimbursement claims, coordination of benefit claims, long term care claims, home
infusion claims, vaccines, in-house pharmacies (if applicable) and claims filled outside the Pharmacy
Network will be excluded from the guarantees. Additionally, claims in Puerto Rico, Guam, Northern
Mariana Islands, Virgin Islands, Hawaii, Massachusetts, Alaska, and rural pharmacies will be excluded
from the guarantees. Certain conditions such as the County’s requests for additions to a selected network
may result in a rate change or differential with respect to the affected pharmacy(ies) that will be passed on
to County, plus an administrative fee. Notwithstanding anything in this Agreement to the contrary, the
financial guarantees set forth above apply only if County has received Contractor’s services for a f ull

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contract year. Furthermore, if this Agreement is terminated prior to the end of a given contract year, then
Contractor is not required to meet the financial guarantees set forth above.
3. The Member will pay the lower of (i) Member Cost-Sharing Amount, (ii) County contracted rate, plus
dispensing fee; or (iii) the pharmacy’s Usual and Customary charge for the product.
4. Contractor may, from time to time, receive reimbursement from pharmacies for its costs in connection with
transmitting claims and discounts on its own behalf from wholesalers and manufacturers as a purchaser of
pharmaceutical products for its mail service and specialty pharmacies.
5. Contractor’s compensation for its services shall be the Claims Administration Fees set forth above and a
fee in an amount agreed to by the parties for any additional services authorized by County.
6. “Net Paid Claim” means all paid Claims minus reversals for a single prescription fill.
7. “Single source generics” or “Non-MAC generics” are generic drugs that have either recently come off
patent and do not generate discounts traditionally delivered by generic drugs, or have an exclusive
pharmaceutical manufacturer. For purposes of pricing, brand drug pricing will apply to single source
generics and non-MAC generic drugs, unless otherwise specified above. Single source generics will be
included in the overall Generic Drug guarantee.
8. The effective overall generic discount rate is the only generic rate guaranteed for purposes of retail and
mail service pharmacy rates.
9. Contractor negotiates rebates based on market share over its aggregate book of business and not on behalf
of any County. R ebates are measured in the aggregate and shall be based upon net paid brand claims
submitted on behalf of County, allocable to County. Premium Formulary rebates are contingent upon: the
County’s compliance with Contractor’s formulary, formulary exclusions, and agreed upon utilization
management programs as well as any changes Contractor makes to its formulary, formulary exclusions, and
utilization management programs. The rebate guarantees above apply to the County’s plan designs which
meet the applicable requirements of pharmaceutical manufacturers’ rebate programs. Rebate claims
exclude ineligible claims, such as claims with invalid service provider identification or prescription
numbers; claims where, after meeting the deductible, the Member's Cost-Sharing Amount under the
applicable Benefit Plan requires the Member to pay more than 50 percent of the claim; claims for devices
without a Prescription Drug component; claims for re-packaged NDCs; stale dated claims over 180 days
old; compounds; claims from 340B which typically receive a discount or rebate directly from Drug
Manufacturers under section 340B of the Public Health Service Act, or claims from entities eligible for
federal supply schedule prices (e.g., Department of Veterans Affairs, U.S. Public Health Service,
Department of Defense); or claims that are not for Prescription Drugs (except for insulin or diabetic
supplies). Contractor and affiliated or unaffiliated third party contractors may retain administrative fees for
its role in securing Rebates.
10. Effective date of any changes to rebate arrangements shall be at the beginning of a calendar quarter
following the Effective Date of this Agreement.
11. Contractor’s Specialty Pharmacies shall be the exclusive specialty providers under this Agreement unless
mutually agreed by the parties. The provided Specialty Drug List may be updated from time to time.
12. New drugs are added as soon as they are reflected in Medi-Span which is usually on the day or within a few
days of product launch. Pricing is available around the same timeline. Newly FDA-approved products will
be billed and reimbursed at the Default Rate of AWP – 14%.”
13. Contractor reserves the right to modify or amend the financial provisions of this Agreement upon prior
notice to County in the event of (a) any government imposed change in federal, state or local laws or
interpretation thereof or industry wide change that would make Contractor’s performance of its duties
hereunder materially more burdensome or expensive, including changes made to the AWP benchmark or
methodology; (b) a change in the scope of services to be performed under this Agreement upon which the
financial provisions included in this Agreement are based, including a change in the plan design; (c) if there

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is a change in market conditions or utilization (including deviation in utilization from industry trends) or
there is a reduction of greater than twenty percent (20%) in the total number of members from the number
provided to Contractor during pricing negotiations upon which the financial provisions included in this
Agreement are based; (d) unexpected movement of a b randed product to off-patent or where there are
generic or over-the-counter substitutes available; (e) implementation or addition of one hundred percent
(100%) Member paid plans; (f) any County-initiated change in County's formulary, including utilization
management, which may impact Rebates from Covered Manufacturers; or (g) Contractor is no longer the
exclusive specialty pharmacy provider.
B. Included Services. Contractor shall provide the following standard services (all as more fully described in the
Contract) to County consistent with County’s current Plan Design Document, which shall be included with base
fees indicated above.
1. Formulary Management, including 60-day advance notice to members adversely impacted by a formulary
change.
2. Claims Processing Services
a. Eligibility Management
b. Eligibility Verification
c. On-line Electronic Claims Processing/Administration
d. Data Retention – 15 months Operational On-line Data
3. National Pharmacy Network Services
a. Administration of the National Pharmacy Network
b. Pharmacy Help Desk
4. Pharmaceutical Manufacturer Rebate Services
a. Management and Administration of Pharmaceutical Rebate Program
5. Clinical Services
a. Concurrent Drug Utilization Review (DUR)
6. Plan Design Administration
a. Plan Design Development, Setup and Administration
7. County & Member Services
a. Member Services Help Desk
b. Administrative overrides to plan benefit (Additional charge will apply for specialty pharmacy
when BriovaRx is not the exclusive specialty provider.)
c. Account Management
d. Implementation Support
e. Standard Reporting Package
8. ID Cards Production & Mailing
a. Standard Member Communication, e.g., Welcome Letter with ID Cards (initial mailing at time of
program activation included, fees for subsequent mailings on Exhibit C)
b. Standard Replacement Card Carrier (fees for mailings on Exhibit C)
c. Prepare a Summary Plan Description based on direction from the County
9. Online County Access to Member Eligibility
a. Verifying, Entering or updating member eligibility
b. Viewing member claims history
10. Online Standard Reporting (for up to 2 users at no additional charge)
11. Online Member Website Access
a. Member web site for access to general and plan-specific information

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12. Mail Service and Specialty Pharmacy
a. Postage included (additional charges may apply for express shipments)
C. Additional Services. Certain services as indicated below are not included in the standard Administrative Fee
and are available for an additional charge. This is not an inclusive list. Contractor may charge for any products
or services not specifically represented herein.
Additional Fees as applicable
Paper Claims $2.50 per processed claim plus the Administrative Fee
Standard Reporting Included
Ad-hoc Reporting $150 per hour, $500 minimum
Manual Eligibility Maintenance $0.50 per record
ID cards – Replacements, Subsequent mailings, $1.00 per ID card plus postage, shipping and handling
Additional
Custom Mailings Production cost plus postage, shipping and handling
Retail Pharmacy Audit Administration
- Onsite Audits 25% of recovered amount retained by OptumRx
- Desktop Audits 15% of recovered amount retained by OptumRx
Web Reporting Tool (On-line Access/Query) Included for up to 10 users; $250 per month for each
additional user
Standard Reporting Tool (On-line Access / Included for up to 10 users; $150 per month for each
Reports) additional user
Integrated Accumulator - Near Real Time $0.15 PMPM
Method (applicable only if there is integrated
accumulator set-up with the County’s
healthplans)
This is not an inclusive list. OptumRx may charge for any products or services not specifically represented
herein if agreed to in writing.
D. Clinical programs:
Clinical Program fees as applicable
Prior Authorization - Administrative Overrides Included
Clinical/Plan Tech Prior Authorizations $50 per review
Appeals
 First Level Internal Clinical Appeal $100 per appeal
 Second level internal clinical appeal $325 per appeal
 External clinical appeal Cost plus 20%
Generic Alternative Strategy $0.05 PMPM
Adherence Program:
 Member Outreach Option $0.23 PMPM
 Member & Prescriber Outreach Option $0.33 PMPM
Controlled Drug Management Program
 Essential $0.08 PMPM
 Premium Essential + $0.08 PMPM
RetroDUR $0.30 per Rx
MTM
 MTM Polypharmacy Consult $30 per intervention
 MTM Compliance/Persistency $17 per intervention
 MTM Appropriateness of Therapy $25 per intervention
 MTM Inapprop Meds in Elderly (Medicare Part D) $25 per intervention
 MTM Analysis Fee $0.03 per Rx

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ePrescribing $0.17 per eligibility & medication
history transaction
Hospital Transition Program $150 per intervention
Ad-Hoc Clinical Analysis or Custom Analysis $200 per hour with a $5,000
minimum
Trend Forecast Quoted upon request
Custom Formulary and Utilization Management Services Quoted upon request
Pharmacy &Therapeutics (P&T) Support Services Quoted upon request
Custom Publication Support Services Quoted upon request
This is not an inclusive list. OptumRx may charge for any products or services not specifically represented
herein.
Please note: All Clinical programs are a-la-carte. The Client has the ability to choose the services which best
match their needs. Additional services are available, and OptumRx will provide pricing for specific programs not
listed upon request.

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EXHIBIT B
GENERAL SCOPE OF SERVICE
SERVICES REQUIREMENTS
The following are the Services Administrator has agreed to provide to Client.
1.0 CORE PRESCRIPTION DRUG BENEFIT SERVICES
1.1 Administrative Support
General. Administrator will provide administrative, management, consultative, claims processing and
other general pharmacy benefit management support services to Client in conjunction with administration
and operation of the Benefit Plans as set forth in this exhibit. Administrator will provide Client with an
array of educational material and web-based tools that will help educate Members on each product’s plan
design and assist Member’s in calculating and tracking the cost and utilization of their drugs based on
product (coinsurance or pharmacy reimbursement account) through all delivery channels (retail 30, retail
90, specialty, and mail service). S uch tools will also provide alternative suggestions for more cost-
effective medication within the same therapeutic class. Administrator will provide a detailed
implementation plan with mutually agreed upon tasks, assignments, owners, and due dates. Administrator
will administer and support the Benefit Plans in accordance with the most current Plan Specifications that
Client has provided to Administrator as required by this Agreement.
1.1.1 Reporting. Administrator will provide Client with Administrator’s standard reporting package
and reports. Administrator shall provide access to online eligibility, claims payment and/or
standard and ad hoc reporting systems (collectively, the “System”) which will allow the Client’s
specified personnel to view, enter, and/or extract information residing on the System on an
individual, plan level, and account structure basis. Administrator shall include ten (10) access
codes at no additional charge. Training for the Client’s personnel will be provided via the
Client’s day-to-day local account management team.
1.1.1.1 Administrator’s Clinical Pharmacist and Account Manager shall work with Client to satisfy
the Client’s reporting needs. This will include but not necessarily be limited to standard
management reports, provider profiling and analysis (e.g., identifying drug patterns), ad hoc
reporting needs, recommendations on drug coverage, exclusions, plan designs and cost-
controlling methods.
1.1.1.2 Member Services Reporting. Administrator shall provide monthly call center metrics
reports including call answer speed, call abandonment rate, number of calls answered,
number of calls resolved in one call, type of calls (specific to Client Members), and call
quality monitoring results. Administrator shall provide monthly appeal reports including
summary and details of all levels (complaint, grievance, appeal) of appeal activity
including the number received, pended and resolved, and results with a summary of
causes/reasons on all internal and external levels. Administrator shall conduct an annual
Client-specific plan-specific Member satisfaction survey as provided in Exhibit D.
1.1.1.3 Performance Guarantee Reporting. Administrator will provide performance guarantee
metrics results quarterly, in writing, with a final review to be documented by Client and
Administrator on an annual basis as provided in Exhibit D.
1.1.1.4 Claim and Utilization Reporting. Administrator shall provide the following reports with
respect to claims and utilization:
1.1.1.4.1 the number and dollar amounts of claims processed each month on summary
and detail level by plan and account structure;

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1.1.1.4.2 Monthly and year to date utilization, by plan and all plans combined, totals of:
top 100 drugs by number of prescriptions filled and by cost; generic, single-
source brand and multi-source brand dispensing rate and average ingredient
cost; cost details (plan, member and total, PMPM and PEPM, average
ingredient cost, average dispensing fee, average discount percentage, and
generic efficiency);
1.1.1.4.3 Annual utilization and trend report including overall and plan-level
performance analysis and recommendations for improvements. T his report
will also include analysis of customer complaints and appeals; and
1.1.1.4.4 Quarterly specialty utilization dashboard and summary of activity, and clinical
and economic impact by prevalent diseases.
1.1.1.5 Administrator shall provide, annually, a SAS70 Audit Report and other reports as required
by Client’s annual internal and/or external auditor.
1.1.1.6 Administrator shall provide online access to ‘ad hoc’ report writer and standard reports,
and access to create data drill down by plan and account structure.
1.1.1.7 Administrator shall provide advance notification of each fund transfer, date and amounts.
1.1.2 Benefit Plan Responsibility. Although Administrator will perform Services under this
Agreement to support the Benefit Plans, Client retains complete and exclusive discretionary
authority over the Benefit Plans and is responsible ultimately for administering, managing and
operating the Benefit Plans, including establishing and amending the Formulary and utilization
management programs, controlling or directing appeals conducted by an independent outside
party or independent review organization (“IRO”) and determining, interpreting and amending
all Benefit Plan structures and terms. Notwithstanding anything to the contrary, for the purposes
of statutory interpretation related to U.S. Code, Title 29 and all related Laws, Client, and not
Administrator, shall be deemed to be the “plan sponsor” and/or “administrator” (as defined in 29
U.S.C. § 1002 (16)) of the Benefit Plans. The parties specifically agree that, (a) neither
Administrator nor its affiliates is acting on behalf of any employee welfare benefit plan (as
defined in 29 U.S.C. § 1002(1)) or participants or beneficiaries in any such plan, or on behalf of
a fiduciary (as defined in 29 U.S.C. § 1002(21)(A)) of any such plan; (b) Client will not name or
deem Administrator as a fiduciary for any purpose; (c) Administrator’s role in all respects will
be limited to that of a provider of "ministerial functions" (as described in 29 C.F.R. § 2509.75-8,
D-2) and will be performed within the framework of policies and interpretations established by
Client, such that the Services Administrator performs under this Agreement will not include the
power to exercise discretionary authority over any Benefit Plan’s management or operations or
plan assets (if any); (d) Client has selected and is solely responsible for each Benefit Plan's
benefits and design; and (e) Client retains all discretionary authority for each Benefit Plan,
Benefit Plan assets (if any) and administration of each Benefit Plan.
1.1.3 Benefit Plan Eligibility Data. Client, or its designated agent, will provide Administrator with
electronic eligibility data, , and benefit coverage information in NCPDP format, or another
format agreed to by the parties, as well as Member personal address, phone number and email
and work email, (when available) for all Members who are entitled to Covered Prescription
Services under the Benefit Plans. Administrator shall make such eligibility data available to
Network Pharmacies on a weekly basis at the time of dispensing through the online electronic
transmission link maintained by Administrator and Network Pharmacies. Administrator will
load correctly formatted Member eligibility data no later than two business days after receipt
from Client. Administrator will be entitled to rely on the accuracy and completeness of the
Member eligibility data. Client will be solely responsible for any errors in Member eligibility
data that Client furnishes to Administrator. Client may not deny any claims submitted by any
pharmacy for payment subsequent to such pharmacy receiving approval via the online eligibility
system.

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1.1.4 Data Sharing.
1.1.4.1 Administrator will support Client’s request for full program data integration by
transferring complete eligibility, Paid Claims and prescriber (e.g., name, address, phone
number, specialty, DEA and NPI numbers) data to Client’s other vendor (benefit
administration, medical, behavioral health, data warehouse, etc.) on a monthly basis in a
mutually agreed upon format, subject to a mutually agreeable fee between Administrator
and vendor for any format changes Administrator is required to make. Administrator must
have Client’s written approval before transferring any such Client data to any vendor or
third party.
1.1.4.2 Administrator shall support any Member deductible or out-of-pocket maximum cross
accumulation requirements by sharing appropriate data with the Client’s other vendors in a
real-time or as close to real-time basis in a mutually agreed upon format, subject to a
mutually agreeable fee between Administrator and Client. Administrator must have
Client’s written approval to share such Client data before transferring or sharing any such
Client data to any vendor or third party.
1.1.4.3 Appropriate mutually agreeable terms and security will be put in place to protect the
integrity of all data transfers and to insure compliance with all applicable privacy rules and
regulations, including, as applicable, terms and agreements in accordance with the
requirements of the Business Associate Agreement provided in Exhibit C.
1.1.5 Member Notification. Client will make available to Members information about their
prescription plan coverage, and Administrator will make available to Client and its Members a
drug list, and any applicable restrictions and, limitations. With the assistance of Administrator
as provided in this Agreement, Client will provide and distribute, as appropriate, ID cards, a list
of Network Pharmacies, mail service brochures, the Formulary and other pharmacy benefit
related materials to Members, providers and other appropriate third parties.
1.1.6 Plan Specifications. Client will provide Administrator with information Administrator
reasonably needs to perform the Services, including information regarding Members, Benefit
Plans and Plan Specifications. Client will provide Administrator with the Plan Specifications no
later than 45 days before the Effective Date, unless the parties otherwise agree on a different
date. Client may amend or terminate the Plan Specifications upon 45 da ys prior notice to
Administrator, unless a Governmental Authority requires that the amendment or termination
occur in a shorter time period. Client’s failure to provide the Plan Specifications within the time
periods stated in this section may delay Administrator’s implementation of the Services and
guarantees. Client is responsible for the accuracy, completeness and timeliness of all Plan
Specifications, and acknowledges Administrator’s reliance on the Plan Specifications.
1.1.7 Identification Cards. Identification cards shall be produced by Administrator and mailed to the
subscriber’s home address within ten (10) calendar days from receipt of enrollment information.
Such cards will serve only the purpose of Member identification, not Member eligibility.
Eligibility as stated will be established at the time of dispensing through the online eligibility
system.
1.1.8 Member Materials. Administrator shall provide its standard introductory materials for issuance
to Members, via paper and electronic media. This includes mail service order forms, program
brochures, and newsletters, mail service promotional materials, generic usage education pieces
and retail pharmacy prescription labels. A ny correspondence to membership shall be pre-
approved by the Client.
1.1.9 Marketing Materials. Administrator shall be responsible for all costs associated with its
development and printing of standard marketing materials that Administrator provides to Client
in connection with this Agreement; provided, however, that all costs associated with the
distribution of such materials to Members are the sole responsibility of Client.

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1.1.10 Client and Member Services. C lient shall have a d edicated, mutually agreed upon local
Administrator pharmacy consultant who will be the Client’s key clinical pharmacist and
strategist.
1.1.10.1 Account Management. C lient shall have a d edicated, mutually agreed upon local
Administrator Account Manager who will be the point of contact for Client.
Administrator will notify Client 30 days in advance before changing the assigned
local Administrator Account Manager. The Account Manager shall correspond with
Client’s Employee Benefits Division regarding service issues through the Client’s
Case Management System and such issues shall be resolved within five (5) business
days. The Account Manager shall attend the Client’s weekly Service Meetings as
well as provide an onsite staffing commitment of six (6) hours per month for new
employee orientation.
1.1.10.2 Other Staff. Local staff within Administrator shall provide onsite staffing of
knowledgeable service personnel to support annual Open Enrollment, from April
through July. Support hours expected are ten (10) hours/week from April through
July. Administrator shall participate in joint operating meetings with the Client’s
other health benefit vendors on an as needed basis. Administrator shall attend
meetings with Client’s management as needed.
1.1.10.3 Member Services. Administrator will provide its member service program
description to Client including the hours of operations, locations, training plan, call
quality program, scoring tool and quality standards, production expectations (number
of calls per day, time spent in ‘available’ status, etc.), production and quality metrics,
staffing ratio, and available services to handle a diverse population.
1.1.10.3.1 Administrator shall provide customer service staff that is fully trained on
the Client’s benefit plan designs and are available to Members 24 hours
a day, 7 days per week. A dedicated customer service team will be
available to Members during the hours of 7:00 A.M. to 6:00 P.M. MST
1.2 Pharmacy Network
1.2.1 Pharmacy Network Administration. Administrator will establish and maintain a network of
pharmacies that includes broad national coverage to provide the Services to Client (“Pharmacy
Network”). Upon request, Administrator will make available to Client a current list of Network
Pharmacies in the Pharmacy Network. Administrator may add or remove Network Pharmacies
from the Pharmacy Network.
1.2.1.1 Preferred Network. As an alternative to the broad national network, upon Client’s
request, Administrator will propose a preferred or limited network of retail
pharmacies where the Client will receive a greater discount from AWP and the
employee will have lower out-of-pocket costs. T he use of a p referred or limited
network must be approved by the Client.
Network Pharmacy Credentialing. Administrator will establish and maintain a reasonable
process for credentialing Network Pharmacies.
1.2.2 Desk and On-Site Audits. Administrator will, in accordance with its standard audit program and
as required by laws for the fee set forth in Exhibit A, conduct real-time and retrospective desk
audits (each, a “Desktop Audit”) and selected on-site audits (each, an “Onsite Audit”) of the
Network Pharmacies to determine whether the Network Pharmacies are submitting appropriate
billings for payment by Client or Members. Administrator will report the results of the audits to
Client. To the extent Administrator discovers that any Network Pharmacies submitted billings
for payment in excess of the appropriate amounts, Administrator will recover from such
Network Pharmacies any such excess amounts. Administrator will pay Client, or apply as a
credit to invoices payable by Client to Administrator, the amounts Administrator recovers from

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these audits. A portion of these recoveries as set forth in Exhibit A will be retained by
Administrator as compensation for Administrator’s costs in maintaining and operating its
Network Pharmacy audit program. For the avoidance of doubt, the Desktop Audits and Onsite
Audits conducted by Administrator in accordance with this section apply only to the audit of
billing practices of the Network Pharmacies and do not include audits of claims adjudication
services performed by Administrator, which are separately provided for in Section 6.28 of this
Agreement. In addition to audits conducted by Administrator in accordance with the preceding
sentences, Client may request additional audits of the Network Pharmacies; provided that Client
will be financially responsible for all expenses incurred in connection with audits of Network
Pharmacies requested by Client that are not required by Laws.
1.2.3 Prescriptions Dispensed to Members. Upon presentation by a Member of his/her identification
card, receipt of appropriate prescriptions, and any required copayment or coinsurance, the
Network Pharmacy shall compound and dispense all qualified prescriptions and covered drugs
pursuant to the pharmacy benefit plan design and eligibility information provided by the
Client to Administrator and communicated by Administrator to such Network Pharmacy via
the online eligibility and claim system at the time of dispensing, subject to legal restrictions and
professional ethics and professional judgment. The Network Pharmacy shall collect any
applicable copayment, coinsurance or deductible amount from each Member for each covered
prescription, as indicated by the online eligibility and claims system at the time of dispensing.
When the Network Pharmacy’s usual and customary charge or retail cash price for the
prescription is less than the minimum copayment or coinsurance, the Network Pharmacy will
collect the lowest amount in lieu of the minimum copayment or coinsurance indicated by the
online eligibility and claims system. The Network Pharmacy may withhold prescription services
to a Member for good cause, including, but not necessarily limited to, Client’s nonpayment for
prescription services provided to Members; the Member’s failure to pay for services rendered
(e.g., copayment or coinsurance); requests by Member for quantities of drugs in excess of
prescribed amounts or refill limitations pursuant to the pharmacy benefit information; quantities
of maintenance drugs in lesser than a t hree-month supply (after two 30-day retail fills), or
where, in the professional judgment of the dispensing pharmacist, the prescription should not be
filled. The Network Pharmacy shall attempt to dispense generic equivalent drugs in lieu of
prescribed brand name drugs if commercially available, meet quality rating standards, and if
consistent with the prescriber’s orders and the dispensing pharmacist’s professional judgment
and state and federal law.
1.2.4 Providers. Notwithstanding anything herein to the contrary, Administrator will not be
responsible for any claims, losses, or damages sustained as a result of the actions, or failure(s) to
act, by any retail pharmacy providers or other third party not under control of Administrator
pursuant to this Agreement.
1.3 Claims Processor Fees. Administrator may retain any claims processor fees received from Network
Pharmacies in connection with the Prescription Drugs dispensed to Members under the Benefit Plans,
including: (a) a per claim communications charge for on-line electronic claims processing by point-of-
service communication; (b) a charge for each claim submitted to Administrator via paper, tape or a
medium other than point-of-service communication; (c) surcharges for canceled or reversed claims; and
(d) a charge if a Network Pharmacy requests evidence of benefits report in a tape medium.
1.4 Claims Process
1.4.1 Claims Processing. Administrator shall have data utilization edits in place that identify and
deny duplicate claims, claims filed too soon, claims requiring authorization when such
authorization is not in place (prior authorization or step-care), as well as messages to the
pharmacies for review and approval or denial of the claim due to safety issues.
1.4.2 Claims Adjudication. Administrator, directly or through a third party claims processor with
which Administrator may contract, will adjudicate, process or pay Prescription Claims for
Covered Prescription Services in accordance with the Plan Specifications. Administrator will
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wellness services (e.g., flu and pneumonia shots). Administrator will pay in accordance with
Plan Specifications, on Client’s behalf, only Clean Claims (a) submitted by the Network
Pharmacies in a timely manner through Administrator’s point-of-service system in accordance
with NCPDP guidelines and (b) properly submitted by Members as requests for reimbursement
for Covered Prescription Services. For each Clean Claim submitted by a Network Pharmacy,
Administrator will reimburse the Network Pharmacy the amount specified in the Network
Pharmacy Agreement for the dispensed Prescription Drug less any Member Cost-Sharing
Amounts. Administrator will provide refunds at the retail pharmacy within seven (7) days in the
case of a Member paying for a claim that should have been processed and approved through the
claim system. M embers shall be reimbursed for submission of a p aper claim form through
Administrator’s online claims system. The amount of Member reimbursements will be equal to
the amount paid by the Member for the Covered Drug, less any applicable Cost-Sharing
Amount.
1.4.3 Delays. Administrator will not be responsible for any loss, omission or delay of any Prescription
Claim by a Network Pharmacy (other than Administrator’s Mail Order Pharmacy or Specialty
Pharmacy) or other health care professional.
1.4.4 Administrative Grievances and Appeals. Administrator shall supply the appeals policy and
procedure for the internal and external appeal process in compliance with provisions and
guidelines of the Health Care Reform legislation (currently the Patient Protection and
Affordable Care Act and the Health Care and Education Affordability Reconciliation Act). At
Client’s request, and subject to section 1.1.3, Administrator will process initial Benefit Plan
coverage determinations and exception requests and support Client in connection with Benefit
Plan appeals and grievances in accordance with Plan Specifications and this section 1.4.4 and to
the extent required by Laws. For the purposes of this Agreement, Client hereby requests that
Administrator process all first level appeal requests.
1.4.5 Prior Authorization Appeals. Administrator shall conduct first level appeals and will coordinate
with third parties to conduct second and third level medical necessity appeals, as applicable, for
the fees set forth in Exhibit A.
1.5 Benefits Administration and Support
1.5.1 Utilization Management Program
1.5.1.1 Development and Support. Client will implement Administrator’s standard utilization
management programs for the Benefit Plans designed to promote cost-effective drug
utilization management and to discourage Prescription Drug over and under-utilization.
Subject to the terms of Exhibit A, it is the Client’s sole discretion to continue with, or
terminate any utilization management program with notice made to the Administrator.
Administrator may, on behalf of Client, (a) communicate with Members to describe
health-related products or services (or payment for the products or services) provided by
or included in the Benefit Plan through the Services, including communications about
Network Pharmacies, replacement or enhancement to the Plan, and health-related products
or services available only to Members that add value to and are not part of the Benefit
Plan; (b) conduct population-based activities relating to improving the health of Members
and reducing their healthcare costs; and (c) contact Members with health education
information and information about Prescription Drugs, treatment alternatives, and related
functions. Upon Client’s request and at an additional charge to Client in accordance with
the Clinical Documentation Form, Administrator, in consultation with Client, will develop
non-standard utilization management policies, procedures, guidelines or programs for the
Benefit Plans. Upon Client’s request, Administrator will communicate Client’s utilization
program requirements to Members through Client-approved information and outreach
materials. Administrator will provide written notice to Members adversely affected by a
Formulary change, and such written notification will be handled in the form of a Client-
approved letter mailed to the Member’s home address at least 60 days in advance of the
effective date of the change.

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1.5.1.2 Administrator’s Prior Authorization Services. Administrator will respond to properly
submitted prior authorization requests from providers, Members or pharmacies using
utilization management standards and guidelines established in accordance with section
1.5.1.1 of this exhibit. On behalf of the Client, Administrator will review and approve or
deny prior authorization requests based solely on such requests’ conformity with Plan
Specifications. N otwithstanding the foregoing, Client retains complete and exclusive
discretionary authority over approval of prior authorization requests, including Benefit
Plan overrides; provided, that, to the extent that Client overrides impact Administrator’s
compensation, cost to provide Services, or ability to satisfy a g uarantee under this
Agreement, the effect of such overrides will be taken into account when determining
whether Administrator has satisfied its obligations under this Agreement.
1.5.2 Client Prior Authorization and Overrides. If Client chooses to perform prior authorizations or
benefit overrides, then Administrator will provide Client access to the information in
Administrator’s claims systems that Client needs to perform these functions.
1.5.3 Quality Assurance Program. Administrator will implement its standard quality assurance
program for the Benefit Plans that includes quality measures and reporting systems targeted at
reducing medical errors and adverse drug interactions. In addition, Administrator will develop
and implement systems or require Network Pharmacies to implement systems to: (a) offer
Member counseling, when appropriate; (b) identify and reduce internal medication errors; and
(c) maintain up-to-date Member quality assurance and patient safety program information.
1.5.4 Targeted Disease Intervention Program. Upon Client’s request and for an additional fee to
Client as referenced in the Clinical Documentation Form, Administrator will help Client
develop and operate a t argeted disease intervention program for the Benefit Plans that is
designed to promote appropriate use of medications and improve therapeutic outcomes for
targeted Members. Administrator, on Client’s behalf, will coordinate and implement the
targeted disease intervention program. Also, upon Client’s request and at an additional cost to
Client, Administrator will communicate with Members about the targeted disease intervention
program through Client-approved information and outreach materials.
1.5.5 Other Clinical Services. Administrator’s clinical staff shall work with the Client to incorporate
disease management and medication therapy management programs or other clinical programs
that are deemed appropriate for the Client and that have a return on investment for the Client.
As with all programs, mutually agreeable terms for specialized programs will be discussed and
agreed upon. Client must approve all disease management and medication therapy programs.
1.6 Formulary
1.6.1 Formulary Adoption. Client will adopt as the Formulary one or more of Administrator’s
formularies that are developed and maintained by Administrator’s Pharmacy & Therapeutics
Committee, as described in section 1.6.4 of this exhibit.
1.6.2 Formulary Management. Administrator, as the authorized pharmacy benefits manager, shall
perform formulary management including, but not limited to, prior authorizations, step-therapy,
systemic prospective, concurrent and retrospective drug utilization review and other measures
that are deemed appropriate to effectuate formulary management. Administrator will make the
Formulary available to Client, plan providers or other appropriate parties annually.
1.6.3 Formulary Changes. Formulary changes will occur only once a year, unless Client authorizes
more frequent changes and all affected Members are notified in writing of such changes by the
Administrator as described in section 1.1.5. Administrator shall provide advance written notice
to Client at least 90 days prior to any Formulary change. Administrator will include in the
Formulary new FDA-approved medications as specified in the Plan Specifications according to
the following schedule: (a) if an open formulary, all new covered FDA-approved medications
will be included in the Formulary upon publication in the Medi-Span pricing index and loading

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into Administrator’s systems or (b) if a closed formulary, all new covered FDA-approved
medications (formulary only) will be included in the Formulary after review and addition to the
Formulary by Administrator’s Pharmacy & Therapeutics Committee. Following changes to the
Formulary, Administrator, at Client’s request, will provide or make available appropriate
notifications of Formulary changes to Client, Members, prescribing physicians, Network
Pharmacies and state pharmaceutical assistance programs as required by Laws and agreed to by
the parties.
1.6.4 Pharmaceutical and Therapeutics Committee. Administrator’s Pharmacy & Therapeutics
Committee will develop and maintain Administrator’s formularies by: (a) selecting Prescription
Drugs to include in Administrator’s formularies; (b) periodically reviewing Administrator’s
formularies, evaluating new and therapeutically equivalent Prescription Drugs for inclusion in
the formularies; (c) establishing programs and procedures to address cost-effective drug therapy;
(d) reviewing requests to include non-formulary Prescription Drugs in Administrator’s
formularies; (e) implementing client educational programs; (f) advising Administrator on other
matters about the use of Prescription Drugs; (g) overseeing drug utilization review programs or
quality assurance programs or auditing and reviewing the programs’ results; and (h) reviewing
adverse drug reactions and making recommendations to minimize their occurrence.
Administrator’s Pharmacy & Therapeutics Committee’s functions, deliberations and results,
including development and maintenance of Administrator’s formulary, constitute opinions only
of Administrator’s Pharmacy & Therapeutics Committee and will not bind Administrator.
1.6.5 No Endorsement. Administrator's development and maintenance of its formularies will not be
construed as an endorsement of any prescription drug product or drug manufacturer.
Administrator will not be responsible for any actions or omissions of its Pharmacy &
Therapeutics Committee or any adverse consequences that may relate, directly or indirectly, to
Client's or a Member’s reliance on Administrator’s Pharmacy & Therapeutics Committee.
1.7 Clinical and Utilization Management Programs
1.7.1 Contractor will implement, on the Client’s behalf, the following Clinical and Utilization
Management Programs for the fees as set forth on Exhibit A, and report on the
performance of such programs on a quarterly basis.
1.7.2 Comprehensive Prior Authorizations – review of medication prescribed is performed to
determine medical necessity; to minimize costs; and to confirm if the Plan covers the
medication.
1.7.3 Comprehensive Quantity Limits – based on FDA and manufacturer dosing
recommendations, program limits the amount of medication that will be covered.
Quantities in excess of established limits will require prior authorization.
1.7.4 Comprehensive Step Therapy Edits – program requires that a Member try a more cost-
effective medication included in the Formulary to treat a medical condition before the
Plan will cover a similar but more expensive brand-name medication.
1.7.5 Medication Therapy Management – program provides for outreach to Members to
complete a medication review in order to reduce the likelihood of adverse health
complications. The program specifically targets members of high risk and high cost.
1.7.6 Retrospective Drug Utilization Review – program ensures that every claim is reviewed
after processing for the following purposes: to identify gaps in a Member’s therapy; to
identify potential fraud, waste, and abuse; and to look for inappropriate utilization based
on FDA guidelines and areas of duplicative therapy.
1.7.7 Secure Compound Drug Management – program is designed to ensure appropriate use of
compound drugs and manage costs by implementing strict prior authorization edits.

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1.7.8 ePrescribing – program allows a physician to view the list of drugs a Member is taking;
view the Formulary for the Member’s plan; and electronically transmit a prescription to a
Member’s pharmacy.
1.8 Rebate Management
1.8.1 Rebate Eligibility. Administrator will remit Rebates to Client if: (a) Client satisfies the
minimum Rebate contract criteria and has included the Drug Manufacturer’s Prescription Drug
on its Formulary; and (b) Administrator has received Rebates resulting directly from Client’s
satisfaction of the foregoing clause. Administrator, in its sole and absolute discretion, may enter
into Rebate Agreements concerning Prescription Drugs on Administrator’s or any of its
customers’ formularies. Many factors affect the amount of Rebates, including benefit design,
arrangements with Drug Manufacturers, volume of Prescription Claims, formulary structure,
patent expiration, and Administrator’s overall business strategy. Claims that will not be eligible
to receive Rebates include Prescription Claims: (a) with invalid service provider identification
or prescription numbers; (b) where, after meeting the deductible, the Member’s Cost-Sharing
Amount under the applicable Benefit Plan requires the Member to pay more than 50% of the
Prescription Claim; (c) for devices without a Prescription Drug Component; (d) that are re-
packaged NDCs; (e) or portion thereof, that includes utilization for which a price concession is
payable by a Drug Manufacturer under section 340B of the Public Health Service Act; (f) from
entities eligible for federal supply schedule prices (e.g., Department of Veterans Affairs, U.S.
Public Health Service, Department of Defense); (g) Claims eligible to receive Rebates from
Medicaid, Medicare or other state or federal health care programs; or (h) that are not for
Prescription Drugs (except for insulin or diabetic supplies).
1.8.2 Rebate Guarantees. Except for any Rebate guarantees described in Exhibit A, Administrator has
no obligation to obtain any particular amount of Rebates for Client. Rebate guarantees are
subject to Client’s eligibility for Rebates and the Rebate guarantee contingencies under with this
Agreement, including the requirements and contingencies described in this section 1.8 and
Exhibit A.
1.8.3 Collection. Administrator will use commercially reasonable efforts to collect Rebates.
Administrator will not be responsible for any non-payments or partial payments of amounts
owing under a Rebate Agreement. To the extent of any overpayment or erroneous payment to
Client by Administrator, Client will refund immediately the payment or Administrator may
recoup the payment from other sums due Client in accordance with section 3.4 of the
Agreement.
1.8.4 Disbursement. Provided Client is in compliance with the terms of this Agreement,
Administrator will reconcile, allocate and credit or disburse all Rebates based upon the
provisions set forth in this Agreement.
1.8.5 Other Pharmaceutical Relationships. Nothing in this Agreement shall preclude Administrator
from pursuing other sources of revenue from Drug Manufacturers or engaging in other revenue-
producing relationships with Drug Manufacturers; provided that Administrator shall not enter
into any financial arrangement with a Drug Manufacturer that is intended to increase revenues
for Administrator but will result in reduced Rebates for Client.
1.9 Client Incentives and Purchase Discounts. If Client, or its affiliates, contracts with another party,
including a Drug Manufacturer, for a discount, utilization limit, rebate or other incentive associated with
the utilization of a Prescription Drug, Client will be in material breach of this Agreement, and
Administrator, in addition to any other remedies available to it under this Agreement or in law or equity,
may determine in its sole discretion that Client will not be eligible for any applicable Rebates and adjust
or eliminate any guarantees described in Exhibit A. Client will accept only amounts due under this
Agreement on account of eligible Members. Upon request, Client will cooperate fully with Administrator
or a Drug Manufacturer to verify Client’s participation in any Rebate program and that all Rebate-related
payments were made solely for Covered Prescription Services to eligible Members. Administrator, in its
capacity as a Mail Order Pharmacy or a Specialty Pharmacy, purchases Prescription Drugs from Drug

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Manufacturers and receives certain discounts and purchase rebates from Drug Manufacturers in
connection with these purchases. Administrator retains these discounts and purchase rebates and does not
pass them on to Client.
1.10 E-Prescribing. Upon Client’s request and as set forth in Exhibit A, Administrator will provide
prescribers with electronic access to Member Benefit Plan information, including: (a) Member eligibility
status: (b) Member medication history; (c) Formulary status of the Prescription Drug being prescribed; (d)
listing of Generic Drug or Brand Name Formulary alternative medications; (e) Member coverage
information where applicable; (f) applicable Cost-Sharing Amount; and (g) drug classification information
required by the Centers for Medicare & Medicaid Services or successor Governmental Authority.
2.0 MAIL ORDER PHARMACY
2.1 Mail Order Services. Administrator, in its capacity as a Mail Order Pharmacy, will provide Client with
Mail Order Pharmacy Covered Prescription Services to Members in accordance with the Plan
Specifications for the Prescription Drug Compensation established in Exhibit A. The Member must
transmit, with the prescription to the Mail Order Pharmacy, the applicable copayment fee for each
prescription or refill. Administrator will provide customer service support for Members who use Mail
Order Pharmacy Services. Upon request, Administrator will make available to Client mail service
brochures for distribution to Members.
2.2 Control by Administrator. Administrator will solely and exclusively control and supervise the
operation and maintenance of Administrator’s Mail Order Pharmacies and their respective facilities and
equipment and provision of Mail Order Covered Prescription Services. All decisions regarding the
provision of Mail Order Covered Prescription Services by Administrator’s Mail Order Pharmacies will
be made solely by Administrator and its duly authorized personnel, and not by Client. The relationship
between a Member and a Mail Order Pharmacy will be subject to the rules, limitations and privileges
incident to the pharmacist-patient relationship. Administrator may exclude from coverage by a M ail
Order Pharmacy under this Agreement a P rescription Drug that cannot be dispensed under
Administrator’s mail order pharmacy dispensing protocols or requires special record-keeping procedures.
2.3 Mail Order Shipping. Once a prescription for a Covered Prescription Service has been transmitted to
Administrator in accordance with Laws, in its capacity as Mail Order Pharmacy, Administrator will
promptly prepare, package and ship the applicable Covered Prescription Service to the Member or other
authorized person or entity at the Member’s home or work address via United Parcel Service, United
States Postal Service, or any other method chosen by the Mail Order Pharmacy. Limiting the risk of loss
or damage to covered drugs provided in this section 2 is the responsibility of the Mail Order Pharmacy
until such Prescription Drugs have been delivered to the Member. Certain products that require cold-
pack shipping methods as recommended by the manufacturer will be handled appropriately. The cost of
shipping will be borne by the Mail Order Pharmacy. Members will pay, or reimburse Mail Order
Pharmacy, as applicable, for all additional expenses due to expedited delivery requested by Member. If
Client requests or requires expedited or alternative shipping methods other than Administrator’s standard
method, Client will be solely responsible for those costs. In addition, to the extent Administrator’s
shipping costs significantly increase after the effective date of the rates set forth in this Agreement as a
result of rate increases by the United States Postal Service or private mail package handlers, the parties
will negotiate in good faith to reach agreement on an adjustment to the rates to compensate Administrator
for its increased costs.
2.4 Mail Order Rates. Prices for Prescription Drugs dispensed by the Mail Order Pharmacy are based on the
average day supply specified in Exhibit A. Specialty Drugs are not available at mail order rates, even if
dispensed by a Mail Order Pharmacy.
3.0 SPECIALTY PHARMACY
3.1 Specialty Pharmacy Program. Administrator shall provide a cost-effective to the Client Specialty
Pharmacy program with either centralized distribution or multi-channel distribution that is national,
convenient, consistent and flexible. The program will have developed services to meet the unique
challenges of dispensing and monitoring specialty medications. The program will provide an enhanced

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patient experience through the convenience of scheduled delivery, disease management programs and
compliance monitoring employing a care-coordination model. In care coordination, licensed clinicians
(nurses, pharmacists, and physicians) provide comprehensive clinical management services. C linical
professionals support patients with education, training and mental health support (e.g., behavioral health,
case management or disease management referral). The plan of care will address education,
interventions, compliance, monitoring parameters, and goals and outcomes of therapy. Non-adherence or
non-compliance and the rationale must be communicated to the prescribing physician. The Specialty
Pharmacy Program will contain provisions addressing preferred specialty medications and biosimilars.
3.2 Specialty Services. Administrator will provide Client with Specialty Drug Covered Prescription
Services to Members as follows:
3.2.1 Exclusive Specialty Pharmacy Program. If Client is part of Administrator’s Exclusive Specialty
Pharmacy Program, as specified in Exhibit A, Client will receive the Specialty Drugs specified
in Exhibit A as a C overed Prescription Service exclusively from Administrator’s Specialty
Pharmacy and not from any other retail, mail, specialty or other pharmacy, including a Network
Pharmacy, provided that Limited Distribution Drugs not dispensed by Administrator’s Specialty
Pharmacy are excluded from the Specialty Services or excluded from any Specialty Drug
pricing guarantees.
3.2.2 Open Specialty Pharmacy Program. If Client is part of Administrator’s Open Specialty
Pharmacy Program, as specified in Exhibit A, Client will receive Specialty Drug Covered
Prescription Services only from a N etwork Pharmacy, including Administrator’s Specialty
Pharmacy, and not from any other retail, mail, specialty or other pharmacy, provided that
Limited Distribution Drugs not dispensed by Administrator’s Specialty Pharmacy are excluded
from the Specialty Services or excluded from any Specialty Drug pricing guarantees.
3.2.3 The Client is electing not to participate in the Copay Assistance Program administered by
Administrator in connection with Specialty Drugs purchased from Administrator’s specialty
pharmacies, including Preferred and Non-Preferred Specialty drugs. Effective January 1, 2017,
the Administrator will discontinue its Copay Assistance Program with respect to Client’s Non-
Preferred Specialty Drugs purchased from Administrator’s specialty pharmacies, and the
Administrator will apply the member’s correct out-of-pocket cost share dictated by the Client’s
benefit plan design to the member’s annual Out-of-Pocket Maximum. Effective July 1, 2017,
the Administrator will discontinue its Copay Assistance Program with respect to Client’s
Preferred Specialty Drugs purchased from Administrator’s specialty pharmacies, and the
Administrator will apply the member’s correct out-of-pocket cost share dictated by the Client’s
benefit plan design to the member’s annual Out-of-Pocket Maximum. The County reserves the
right to elect to participate in Administrator’s Copay Assistance Program in the future upon
reasonable advance notice to Administrator.
3.3 Addition of Newly Acquired or Approved Specialty Drugs
3.3.1 From the date a newly acquired or approved Specialty Drug (“New Specialty Drug”) becomes
available until Client rejects the New Specialty Drug as specified in section 3.3.2 of this exhibit,
Client authorizes and directs Administrator to make the New Specialty Drug available to
Members as part of the Specialty Drug Covered Prescription Services and during this period
will compensate Administrator for the New Specialty Drug at the rate specified in Exhibit A.
Administrator will not be required to make available to Client or Members a New Specialty
Drug that has limited distribution or market access, such as a New Specialty Drug with one
distributor or manufacturer.
3.3.2 On a periodic basis, Administrator will review the Specialty Drugs covered under this
Agreement and provide Client with the name and price of any New Specialty Drugs to be added
to this list of Specialty Drugs. From the date of Client’s receipt of this notice, Client will have
30 days to provide Administrator with notice of rejection of additions to the Specialty Drugs
covered under this Agreement.

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3.3.3 No later than 45 days after Administrator’s receipt of Client’s notice of rejection of New
Specialty Drugs, Administrator will remove the New Specialty Drugs covered under this
Agreement and cease dispensing the New Specialty Drugs to Members at the pricing specified
in Administrator’s notice. If Client does not notify Administrator of its rejection of the New
Specialty Drugs, Administrator will continue to include the New Specialty Drugs as a Specialty
Drug made available to Members.
4.0 Administrator Control. Administrator will solely and exclusively control and supervise the operation and
maintenance of Administrator’s Specialty Pharmacies and their respective facilities and equipment and
provision of Covered Prescription Services. All decisions respecting the provision of Covered Prescription
Services by Administrator’s Specialty Pharmacies will be made solely by Administrator and its duly
authorized personnel, and not by Client. The relationship between a Member and a Specialty Pharmacy will
be subject to the rules, limitations and privileges incident to the pharmacist-patient relationship.
5.0 Payment from Members. Administrator will not seek payment from a Member for Covered Prescription
Services or amounts due to Administrator from Client, other than Cost-Sharing Amounts, returned checks
or collection costs, in each case, only related to prescription drugs purchased by such Member from
Administrator’s pharmacies where payment is due directly to Administrator by the Member. Administrator
will contractually require each Network Pharmacy to comply with the requirements of this section.
6.0 Subrogated Claims Processing. Client acknowledges that Medicaid agencies and other Medicaid,
Medicare, or other state or federal health care program (“Government Plans") have legal rights and/or
obligations to pursue claims reimbursement (“Subrogated Claims”) and/or confirm eligibility from
applicable third parties. Administrator will process, and Client will reimburse Administrator, for
Subrogated Claims in accordance with Laws. Client agrees that in accordance with applicable law,
Administrator may exchange eligibility information with Government Plans.

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EXHIBIT B-1
SCHEDULE OF DEFINITIONS
1. “Administrator” and “Contractor” means OptumRx, Inc., and its heirs, successors and assigns.
2. “Administrator Data” means: (a) all data and information Administrator submits or transmits to County
regarding Administrator or its Pharmacy & Therapeutics Committee, Administrator’s formularies, Network
Pharmacies or Pharmacy Network; (b) all data, records and information generated in Administrator’s
business or operations; (c) all information pertaining to any programs, services or products Administrator
or any of its county’s market or offer; (d) all Administrator Intellectual Property, together with all
derivative works of the Administrator Intellectual Property; (e) Administrator’s software and any tangible
or readable embodiments of such software, (f) Member specific information received or generated by
Administrator’s Mail Order or Specialty Pharmacies in connection with dispensing Prescription Drugs; and
(g) for any matters referenced in the foregoing clauses (a) through (f), data, records or information
occurring in any form, including written, graphic, electronic, visual or fixed in any tangible medium of
expression and whether developed, generated, stored, possessed or used by Administrator, County or a
third party. Administrator Data does not include any data or information that relates exclusively to County
or its business, operations or activities or to another County customer or contractor or the customers or
contractor’s business, operations or activities.
3. “AWP” means the average wholesale price, as reflected on the Pricing Source, of a Prescription Drug or
other pharmaceutical products or supplies based on the NDC of the Drug dispensed. Administrator will rely
on the Pricing Source as updated by Administrator no less frequently than every seven days to determine
AWP for purposes of establishing the pricing provided to County under this Agreement. Administrator will
not establish AWP, and Administrator will have no liability to County arising from use of the Pricing
Source.
4. “Benefit Plan” means the benefit plan sponsored by County that includes the prescription drug benefit for
Members under which County is obligated to provide Covered Prescription Services.
5. “Brand Drug” means a single-source or multi-source Prescription Drug designated by Administrator as a
“Brand Drug” based upon indicators included in the Pricing Source.
6. “Clean Claim” means a Prescription Claim prepared in accordance with the NCPDP-promulgated standard
format that contains all information necessary for processing for a Prescription Claim and submitted for
payment no later than 30 days after the date of service, or a longer period of time if required by Laws.
7. “Client” and “County” means Maricopa County by and through its Department of Employee Benefits and
Health.
8. “County Data” means (a) all data and information County submits or transmits to Administrator, including
information about Benefit Plans, Plan Specifications, Members and County’s other programs, services,
products and plans; (b) any data and information submitted or transmitted to Administrator by a
Governmental Authority or a third party about County or Benefit Plans; (c) data, records and information
Administrator generates that relates directly to Administrator performing Services for County under this
Agreement, exclusive of information or documentation Administrator generates for use in Administrator’s
business generally or for use with multiple county’s; (d) all County Intellectual Property, together with all
derivative works of Intellectual Property; (e) data, records and information Administrator generates about
County’s business or operations; and (f) for any matters referenced in the foregoing clauses (a) through (f),
data, records or information occurring in any form, including written, graphic, electronic, visual or fixed in
any tangible medium of expression and whether developed, generated, stored, possessed or used by
County, Administrator or a third party. County Data will not include data or information that is generated
by or relates to: (i) Administrator or its business, operations or activities; (ii) another Administrator client
or contractor or the client’s or contractor’s business, operations or activities; (iii) Administrator or its
personnel or contractor’s use other than in performing this Agreement; or (iv) data or information
disclosed, sold, assigned, leased or otherwise provided to third parties in a form that the County Data has
been aggregated with data of another client or clients and cannot be distinguished as County Data.

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9. “Clinical Documentation Form” means the document describing the clinical services elected by Client to
be provided by Administrator as mutually agreed to by the Parties.
10. “Compound Prescription Drug” means a Prescription Drug that is prepared by a pharmacist who mixes or
adjusts one or more Prescription Drugs to customize a medication to meet a Member's individual medical
needs. County’s payment to Administrator for providing a Compound Prescription Drug to a Member will
include the Network Pharmacy contracted rate for each Prescription Drug included in the medication and
one contracted dispensing fee minus any Cost-Sharing Amount.
11. “Cost-Sharing Amount” means the coinsurance, copay, deductible or other cost sharing amount, either a
specified dollar amount or a percentage of eligible expenses, that a pharmacy may collect from a Member
for Covered Prescription Services in accordance with the Member’s Benefit Plan.
12. “Covered Prescription Services” means Prescription Drugs or other pharmaceutical products, services or
supplies dispensed by a p harmacy to a Member for which coverage is provided in accordance with the
Member’s Benefit Plan.
13. “Drug Manufacturer” means an entity that manufactures, sells, markets or distributes Prescription Drugs.
14. “FDA” means the United States Food and Drug Administration or any successor Governmental Authority.
15. “Formulary” means the list of Prescription Drugs covered by the applicable Benefit Plan as developed by
Administrator and approved and adopted by County for use with the Benefit Plans. The Formulary will be
made available to physicians, pharmacies and other healthcare persons or entities to guide the prescribing,
dispensing, sale and coverage of Covered Prescription Services.
16. “Generic Drug” means a Prescription Drug, whether identified by its chemical, proprietary or non-
proprietary name, that is therapeutically equivalent and interchangeable with a Prescription Drug having an
identical amount of the same active ingredient(s) and approved by the Federal Drug Administration (FDA).
For purposes of this Agreement, the Generic Drug determination is made based upon indicators included in
the Pricing Source (Medispan).
17. “Governmental Authority” means the Federal government, any state, county, municipal or local
government or any governmental department, political subdivision, agency, bureau, commission, authority,
body or instrumentality or court that regulates the applicable party’s activities or operations.
18. “Intellectual Property” means any patent, invention, discovery, know-how, , technology, software,
copyright, authorship, trade secret, trademark, trade dress, service mark, confidentiality, proprietary,
privacy, intellectual property or similar rights (including rights in applications, registrations, filings and
renewals) that are now or hereafter protected or legally enforceable under state or Federal common laws or
statutory laws or laws of foreign jurisdictions.
19. “Laws” means all applicable common law and any and all state, Federal or local statutes, ordinances,
codes, rules, regulations, restrictions, orders, procedures, standards, directives, guidelines, instructions,
bulletins, policies or requirements enacted, adopted, promulgated, applied, followed or imposed by any
Governmental Authority, as amended, modified, revised or replaced, interpreted or enforced by any
Governmental Authority, as applicable to each respective party.
20. “Limited Distribution Drugs” means Specialty Drugs which are distributed to either one or a very limited
number of pharmacies, distributors or wholesalers.
21. “MAC” means the maximum allowable cost of a Prescription Drug as specified on a list established by
Administrator. Administrator may have multiple MAC lists, each of which is subject to Administrator’s
periodic review and modification in its sole discretion.

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22. “Mail Order Pharmacy” means a facility that is duly licensed to operate as a pharmacy at its location and
to dispense Prescription Drugs via postal or commercial courier delivery to individuals, including
Members. Mail Order Pharmacy includes pharmacies that Administrator owns or operates.
23. “Member” means an eligible individual legitimately enrolled in a Benefit Plan.
24. “NCPDP” means that National Counsel for Prescription Drug Programs.
25. “NDC” means the National Drug Code that is the identifying Prescription Drug number maintained by the
FDA.
26. “Network Pharmacy” means a retail pharmacy, Mail Order Pharmacy, Specialty Pharmacy or other facility
that is duly licensed to operate as a pharmacy at its location and to dispense Prescription Drugs to
individuals, including Members, and for third-party pharmacies, that have entered into a N etwork
Pharmacy Agreement. Administrator in its capacity as a Mail Order Pharmacy or Specialty Pharmacy is a
Network Pharmacy of County.
27. “Network Pharmacy Agreement” means the Agreement between a Network Pharmacy and Administrator
to provide Covered Prescription Services.
28. “Paid Claim” means a Prescription Drug claim that is approved for payment during Administrator’s semi-
monthly billing cycle or is a reversal during this semi-monthly billing cycle of a Prescription Drug Claim
that was approved for payment during a prior semi-monthly billing cycle. A rejected or denied claim or a
claim approved for payment and reversed is not a Paid Claim.
29. “Pharmacy & Therapeutics Committee” means the committee formed by Administrator that reviews a
legend drug for inclusion on the Formulary and creates criteria, policies and procedure for such inclusion
including, but not limited to, clinically-appropriate quantity restrictions, step therapies and prior
authorizations.
30. “PHI” means any information Administrator receives or provides on behalf of the Plan that is considered
Protected Health Information, as defined in the privacy regulations of the Health Insurance Portability and
Accountability Act of 1996.
31. “Plan Specifications” means County’s requirements for its prescription drug benefit plan that
Administrator needs to carry out its obligations under this Agreement as reflected in Administrator’s Plan
Design Document and approved in writing by both parties, including written Benefit Plan descriptions,
Member eligibility and identification requirements, benefit definitions, Formulary, Pharmacy Network,
utilization management programs, applicable Cost-Sharing Amounts, number of days’ supply for acute and
maintenance medications, dispensing and other limitations, manuals and other Benefit Plan or Member
information.
32. “Prescription Claim” means a single request for payment for, or a bill or invoice relating to, a Covered
Prescription Service that a Network Pharmacy, other health care provider or Member submits, whether the
request, bill or invoice is paid or denied.
33. “Prescription Drug” means a Generic Drug or Brand Drug that is approved by the FDA and required under
Laws to be dispensed only as authorized by a written or oral order to dispense a Prescription Drug by an
appropriately licensed and qualified health care professional in accordance with Laws.
34. “Pricing Source” means the Medi-Span Prescription Pricing Guide (with supplements) or another
nationally recognized pricing source determined by Administrator.
35. “Rebate” means any discount, price concession or other direct or indirect remuneration Administrator
receives under a Rebate Agreement that is contingent upon and related directly to Member use of a
Prescription Drug during the Term. Administrator and affiliated or unaffiliated third party contractors may
retain reasonable administrative fees for its role in securing Rebates. Rebate does not include such retained

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fees nor any discount, price concession or other direct or indirect remuneration Administrator receives for
direct purchase of a Prescription Drug or for providing any products or services.
36. “Rebate Agreement” means an agreement, other than a purchase agreement, pursuant to which
Administrator receives price concessions, direct or indirect remunerations or reimbursements based on
projected or actual use of the Drug Manufacturer’s Prescription Drugs by members of prescription drug
benefit plans that are Administrator clients, including County. Drug Manufacturer purchase agreements that
include volume discounts or rebates resulting from Prescription Drug purchases, rather than member use,
will not be Rebate Agreements.
37. “Specialty Drugs” means the Prescription Drugs including: (a) biotechnology drugs; (b) orphan drugs used
to treat rare diseases; (c) typically high-cost drugs; (d) drugs administered by oral or injectable routes,
including infusions in any outpatient setting; (e) drugs requiring on-going frequent patient management or
monitoring; or (f) drugs that require specialized coordination, handling and distribution services for
appropriate medication administration.
38. “Specialty Pharmacy” means a facility that is duly licensed to operate as a pharmacy at its location and to
dispense Specialty Drugs to individuals, including Members. Specialty Pharmacy includes pharmacies that
Administrator owns or operates.
39. “Usual and Customary Charge” means the price, including all applicable customer discounts, such as
special customer, senior citizen and frequent shopper discounts, that a cas h paying customer pays a
pharmacy for Prescription Drugs.

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EXHIBIT B-2
ONSITE PHARMACY CLAIMS AND PAYMENT REQUIREMENTS
ONSITE PHARMACY CLAIMS ADJUDICATION SERVICES
This Exhibit B-2 outlines the required process for handling prescription drug claims submitted to Contractor
(“OptumRx) by the Maricopa County Onsite Pharmacy (managed by Premise Health).
1.1 Contractor will include the County’s Onsite Pharmacy in the pharmacy network maintained by Contractor
for use with the County’s plans.
1.2 Contractor will adjudicate claims for prescription drugs using the same programing as for claims filled at
other Walgreens Pharmacies within the Contractor’s network.
1.3 Contractor will calculate the member cost share for a prescription drug dispensed at the Onsite Pharmacy in
the same manner as it would calculate it at other pharmacies within the Contractor’s network.
1.4 Contractor will exclude the Onsite Pharmacy Claims from total adjudicated claims billed to Maricopa
County on a semi-monthly basis. Contractor will not make payment to the Onsite Pharmacy for claims
adjudicated for the Onsite Pharmacy
1.5 The County will be assessed and billed the Per Script Administrative fee, shown in Exhibit A, for claims
filled at the Onsite Pharmacy.
1.6 Claims filled at the Onsite Pharmacy will be excluded from all discount and dispensing fee guarantees.

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EXHIBIT C
MARICOPA COUNTY
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
Business Associate Agreement
This Business Associate Agreement (“BAA”) dated January 11, 2017 is entered into between Maricopa County, a
political subdivision of the State of Arizona (“County”), and OptumRX Inc. (“Contractor”) (collectively, the
“Parties”), and is made a part of the Parties’ Contract dated January 11, 2017 (the “Contract”), pursuant to which
Contractor provides services to County that involve the use and/or disclosure of Protected Health Information (as
defined below).
I. Definitions
A. Applicable Law means any of the following items, including any amendments to any such item as
such may become effective:
1. the Health Insurance Portability and Accountability Act of 1996, codified at 42 U .S.C.
§ 1320d et seq. and any current and future regulations promulgated thereunder, including but
not limited to 45 C.F.R. Parts 160 and 164 (hereinafter “HIPAA”);
2. the Health Information Technology for Economic and Clinical Health Act, enacted as Title
XIII of the American Recovery and Reinvestment Act of 2009, codified at 42 U.S.C. § 17921
et seq. and any current and future regulations promulgated thereunder, including but not
limited to 45 C.F.R. Parts 160 and 164 (hereinafter “HITECH Act”);
3. the Genetic Information Nondiscrimination Act of 2008, codified scattered sections of 26, 29,
and 42 U.S.C., and any current and future regulations promulgated thereunder, including but
not limited to 45 C.F.R. Parts 160 and 164 (hereinafter “GINA”); and
4. the HIPAA Privacy, Security, Breach Notification and Enforcement Rules, as modified by the
HITECH Act and GINA, found at 45 C.F.R. Parts 160 and 164 (hereinafter the “HIPAA
Rules”).
B. Breach shall have the same meaning given to such term under the HIPAA Rules, including, but not
limited to, an impermissible use or disclosure under the Privacy Rule that compromises the
security or privacy of the PHI such that the use or disclosure poses a significant risk of financial,
reputational, or other harm to the affected Individual. B reach does not include those matters
specifically excluded under 45 C.F.R. § 164.402(2).
C. Business Associate shall have the same meaning as the term “business associate” at 45 C.F.R.
§ 160.103 and, in reference to Contractor, shall include Contractor, its directors, officers, owners,
subcontractors, employees, affiliates, agents and representatives.
D. Data Aggregation shall have the same meaning as the term “data aggregation” at 45 C.F.R.
§ 164.501.
E. Department shall have the same meaning as the term “covered entity” at 45 C.F.R. § 160.103 and,
in reference to County, shall include County and its Department of Employee Benefits and Health.
For purposes of this BAA and complying with all of its provisions, including all reporting,
notification, and disclosures required hereunder or in accordance with Applicable Law,
Business Associate shall direct all communications to the following: Attn: Benefits Manager,
Maricopa County Employee Benefits Division, 301 West Jefferson Street, Suite 3200,
Phoenix, AZ 85003-2143; Phone (602) 506-1010.

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F. Designated Record Set shall have the same meaning as the term “designated record set” at 45
C.F.R. § 164.501.
G. ePHI means electronic protected health information and shall have the same meaning given to such
term under the HIPAA Rules.
H. Individual shall have the same meaning given to such term under the HIPAA Rules, including, but
not limited to, the person who is the subject of PHI, as well as any person who qualifies as a
“personal representative” in accordance with 45 C.F.R. § 164.502(g).
I. Protected Health Information (“PHI”) shall include ePHI and have the same meaning given to the
term “protected health information” under the HIPAA Rules, including, but not limited to, health
information that (1) is created or received by Business Associate from or on behalf of Department,
(2) relates to the physical condition, mental health or other health condition of an Individual, or to
the provision of health care to an Individual (including but not limited to the payment for such
health care), and (3) identifies or can be used to identify an Individual.
J. Secretary means the Secretary of the United States Department of Health and Human Services
(“HHS”) or any other officer or employee of HHS to whom the authority involved has been
delegated.
K. Security Incident shall have the same meaning given to such term under the HIPAA Rules,
including, but not limited to, the attempted or successful unauthorized access, use, disclosure,
modification, or destruction of information or interference with system operations in an
information system.
L. Unsecured PHI shall have the same meaning given to such term under the HIPAA Rules, including,
but not limited to, PHI that has not been rendered unusable, unreadable, or indecipherable to
unauthorized individuals through the use of a technology or methodology specified by the
Secretary in guidance.
II. Rights and Obligations of Business Associate
A. General Obligations
Business Associate agrees that:
1. Prohibition on Unauthorized Use or Disclosure. Business Associate shall not use or
disclose PHI other than as permitted or required by this BAA or by Applicable Law.
2. Safeguards. Business Associate shall use appropriate safeguards, and comply with
Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent use or disclosure of PHI
other than as provided for by this BAA or by the Applicable Law. Such safeguards shall
include, without limitation, implementing written policies and procedures in compliance
with the Applicable Law, conducting a security risk assessment, and training Business
Associate’s employees who will have access to PHI in accordance with the timelines,
obligations, policies and procedures required by the Applicable Law and implementing
regulations.
3. Duty to Report Violations. Business Associate shall report to Department any use or
disclosure of PHI that is not permitted by this BAA of which it becomes aware, including
any Breach of Unsecured PHI as required by 45 C .F.R § 164.410 and any Security
Incident of which it becomes aware.
a. Notice to Department. Business Associate shall notify Department without
unreasonable delay and in no case later than ten (10) business days of Business
Associate’s discovery of a Breach of any Unsecured PHI or Security Incident
(together, for purposes of Section II.A, a “Breach”). The notice to Department

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shall include, at a minimum, the date(s) of the Breach, the identity of each
Individual whose Unsecured PHI was involved in the Breach, a brief description
of the Breach, and any mitigation efforts. To the extent that Business Associate
does not know the identities of all affected Individuals when it is required to
notify Department, Business Associate shall provide such additional information
as soon as administratively practicable after such information becomes
available. For purposes of this paragraph, a Breach shall be treated as
discovered as of the first day on which the Breach is known or should
reasonably have been known to Business Associate (including any person, other
than the one committing the Breach, who is an employee, officer, or other agent
of Business Associate).
b. Notice to Individuals. O n behalf of Department, Business Associate shall
provide written notice of the Breach without unreasonable delay, but no later
than sixty (60) calendar days following the date the Breach is discovered, or
such later date as is authorized under 45 C.F.R. § 164.412, to each Individual
whose Unsecured PHI has been, or is reasonably believed by Business Associate
to have been, accessed, used, or disclosed as a r esult of the Breach. F or
purposes of this paragraph, a Breach shall be treated as discovered as of the first
day on which the Breach is known or should reasonably have been known to
Business Associate (including any person, other than the one committing the
Breach, who is an employee, officer, or other agent of Business Associate).
The content, form, and delivery of such written notice shall comply in all
respects with 45 C.F.R. § 164.404(c)-(d).
If the Breach only impacts Department’s Individuals, Department may request
and review a draft of the written notice in advance. Department will promptly
review and comment on such draft within two (2) business days of its receipt.
Business Associate will incorporate agreed upon changes and will provide
notification to affected Individuals in accordance with the breach notification
requirements set forth above.
c. Notice to Media. O n behalf of Department, Business Associate shall provide
written notice of a Breach to the media to the extent required under 45 C.F.R.
§ 164.406.
d. Notice to Secretary. On behalf of Department, Business Associate shall provide
written notice of a Breach to the Secretary to the extent required under 45 C.F.R.
§ 164.408.
If a Breach involves fewer than five hundred (500) Individuals, Business
Associate shall maintain a l og or other documentation of the Breach that
contains such information as would be required to be included if the log were
maintained by Department pursuant to 45 C.F.R. § 164.408, and provide such
log to Department within five (5) business days of Department’s written request.
4. Subcontractors and Agents. In accordance with 45 C .F.R. §§ 16 4.502(e)(1)(ii) and
164.08(b)(2), Business Associate will require that any subcontractor or agent that creates,
receives, maintains, or transmits PHI on behalf of Business Associate agrees to
restrictions, conditions, and requirements at least as restrictive as those that apply through
this BAA to Business Associate with respect to PHI.
5. Access to Books and Records by Secretary. Business Associate shall make its internal
practices, books, and records relating to the use, disclosure, and security of PHI available
to the Secretary for purposes of the Secretary determining Department’s and Business
Associate’s compliance with the HIPAA Rules.

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6. Mitigation. B usiness Associate shall conduct a risk assessment and mitigate, to the
extent practicable, any harmful effect that is known to Business Associate of (a) a use or
disclosure of PHI by Business Associate in violation of the requirements of this BAA, or
(b) a Breach. Business Associate shall promptly inform Department of all risk
assessments performed and mitigating measures taken. Department shall have the right
to request that Business Associate perform additional risk assessments and take
additional mitigating measures, as Department reasonably deems necessary.
B. Obligations Relating to Individual Rights
1. Restrictions on Disclosures. Upon request by an Individual, Department shall determine
whether the Individual shall be granted a restriction on disclosure of PHI pursuant to 45
C.F.R. § 164.522. Department shall not agree to any such restriction without the prior
consent of Business Associate if such restriction would affect Business Associate’s use or
disclosure of PHI, provided, however, that Business Associate’s consent is not required
for requests that must be granted under 42 U .S.C. § 1 7935(a). D epartment shall
communicate any grant of a request to Business Associate. F or any such request,
Business Associate shall restrict its disclosures of the Individual’s PHI in the same
manner as would be required for Department in accordance with 45 C.F.R. § 164.522(a).
2. Access to PHI. Upon request by an Individual, Department shall determine whether an
Individual is entitled to access his or her PHI pursuant to 45 C.F.R. § 164.524. I f
Department determines that an Individual is entitled to such access, and that such PHI is
under the control of Business Associate, Department shall communicate the decision to
Business Associate. Business Associate shall provide the Individual access to the PHI in
the same manner as would be required for Department. If Business Associate receives an
Individual’s request to access his or her PHI directly from the Individual, Business
Associate shall document such request and, within thirty (30) calendar days after
receiving a written request from the Individual, act upon such request for access in
accordance with 45 C.F.R. § 164.524.
3. Amendment of PHI. Upon request by an Individual, Department shall determine whether
the Individual is entitled to amend his or her PHI pursuant to 45 C.F.R. § 164.526. If
Department determines that an Individual is entitled to such an amendment, and that such
PHI is both in a D esignated Record Set and under the control of Business Associate,
Department shall communicate the decision to Business Associate. B usiness Associate
shall provide an opportunity to amend the PHI in the same manner as would be required
for Department. If Business Associate receives an Individual’s request to amend his or
her PHI directly from the Individual, to the extent that the PHI in Business Associate’s
possession constitutes a D esignated Record Set, Business Associate shall act on such
request within thirty (30) calendar days after a written request by the Individual is
received, to make available PHI for amendment and determine whether to incorporate
any amendments to the PHI, as directed by the Individual, all in accordance with 45
C.F.R. § 164.526.
4. Accounting of Disclosures. Upon request by an Individual, Department shall determine
whether any Individual is entitled to an accounting pursuant to 45 C.F.R. § 164.528. If
Department determines that an Individual is entitled to an accounting, Department shall
communicate the decision to Business Associate. Business Associate shall provide
information to Department that will enable Department to meet its accounting
obligations. I f Business Associate receives an Individual’s request for an accounting
directly from the Individual, Business Associate shall document such request and, within
thirty (30) calendar days after receiving a written request from the Individual, act on such
request to make available directly to the Individual an accounting of disclosures of PHI
about the Individual in accordance with 45 C.F.R. § 164.528.
C. Permitted Uses and Disclosures by Business Associate. E xcept as otherwise limited in this
BAA or by Applicable Law, Business Associate may:

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1. Use or disclose PHI to perform functions, activities, or services for or on behalf of
Department, as specified in this BAA and/or the Contract, provided that such use or
disclosure (a) is consistent with Department’s Notice of Privacy Practices, and (b) would
not violate Applicable Law if done by Department;
2. Use PHI for the proper management and administration of Business Associate or to carry
out the legal responsibilities of Business Associate;
3. Disclose PHI for the proper management and administration of Business Associate, if
necessary to perform its obligations under the Contract; provided that (a) Business
Associate obtains reasonable assurances from the person to whom the information is
disclosed that it will remain confidential and be used or further disclosed only as required
by law or for the purpose for which it was disclosed to the person, and the person notifies
the Business Associate of any instances of which it is aware in which the confidentiality
of the information has been breached, or (b) the disclosures are required by law; and
4. Use PHI to provide Data Aggregation services, including through subcontractors and
agents, to Department as permitted by 45 C.F.R. § 164.504(e) (2) (i) (B);
5. De-identify any and all PHI obtained by Business Associate under this BAA, which de-
identified information does not constitute PHI, is not subject to this BAA and may be
used and disclosed on Business Associate’s own behalf, if de-identified in accordance
with the de-identification requirements of HIPAA’s Privacy Rule, 45 C.F.R.
§§ 164.502(d) and 164.514(a)-(c); and
6. Make PHI available to an Individual in accordance with Section II.B of this BAA.
7. Use the PHI to create a Limited Data Set (“LDS”) and disclose the LDS in compliance
with 45 C.F.R. § 164.514(e), for the sole purposes of “Health Care Operations” or
“Public Health” purposes, as those terms are defined in 45 C.F.R. 164.501; provided that
Business Associate shall: (i) not use or further disclose the information other than as
permitted by this Section C.7 and the HIPAA Rules; (ii) use appropriate safeguards to
prevent use or disclosure of the information other than as provided for by this Section C.7
and the HIPAA Rules; (iii) report to Department any use or disclosure of the information
not provided for by this Section C.7 of which Business Associate becomes aware;
(iv) ensure that any agents or subcontractors to whom Business Associate provides the
LDS agree to the same restrictions and conditions that apply to Business Associate with
respect to such information; and (v) not “identify” the information (as referred to in 45
C.F.R. § 164.514(e)(4)(ii)(C)(5)) or contact the Individuals who are the subject of the
PHI used to create the LDS.
D. Disclosure to Third Parties. Notwithstanding the foregoing, Business Associate shall not, and
shall require that its directors, officers, owners, employees, subcontractors, and agents do not, use
or disclose any PHI with or to third party persons or entities, unless authorized by this BAA or
required by law and the third party receiving the information has previously signed a written
agreement that: ( 1) binds the recipient to provisions, restrictions, and conditions at least as
restrictive as those of this BAA pertaining to PHI for the express benefit of Business Associate
and its clients, including Department; (2) contains reasonable assurances from recipient that the
PHI will be held confidential, safeguarded and protected as required by HIPAA, and only
disclosed as required by law for the purposes for which it was disclosed to recipient; and (3)
obligates recipient to immediately notify Business Associate of any Breach of Unsecured PHI or
Security Incident as more fully described in this BAA; (4) obligates Business Associate and
recipient to comply with the principle of "minimum necessary use and disclosure," in compliance
with the requirements of the HIPAA Rules; and (5) prohibits redisclosures of PHI pertaining to
alcohol and substance abuse treatment except as authorized under 42 C.F.R. § 2.22, unless
Department has obtained a consent compliant with the requirements of 42 C.F.R §2.31. Business
Associate agrees to mitigate, to the extent practicable and as otherwise requested by Department,

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any harmful effect known to Business Associate that is the result of such third-party use or
disclosure of PHI by Business Associate in violation of this BAA. Further, Business Associate
shall take appropriate corrective action against any member of its workforce, or its subcontractors
or agents, who use or disclose PHI in contravention of this BAA or state or federal law.
III. Rights and Obligations of Department
A. Privacy Practices and Restrictions. Upon request, Department shall provide Business Associate
with the notice of privacy practices that Department produces in accordance with 45 C.F.R.
§ 164.520. If Department subsequently revises the notice, Department shall provide a copy of the
revised notice to Business Associate.
B. Permissible Requests by Department. Department shall not request Business Associate to use
or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by
Department.
IV. Term and Termination
A. Term. This BAA shall become effective upon execution by the Parties and shall supersede any
existing Business Associate Agreement among the Parties. The requirements of this BAA shall
end upon the termination of the Contract or upon termination for cause as set forth in Section
IV.B, whichever is earlier.
B. Termination for Cause. U pon any party’s knowledge of a material breach of this BAA by
another party, the nonbreaching party shall have the following rights:
1. If the breach is curable, the nonbreaching party shall provide written notice to the
breaching party and sixty (60) calendar days for the other party to cure the breach. If the
other party fails to cure the breach, the nonbreaching party may terminate this Contract.
2. If the breach is not curable, the nonbreaching party may immediately terminate this
Contract.
3. If termination is not feasible, the nonbreaching party may report the problem to the
Secretary.
C. Effect of Termination.
1. Except as provided in Sections IV.C.2, upon termination of the Contract or Termination
for Cause under Section IV.B, for any reason, Business Associate shall return or, if
agreed to by Department, destroy all PHI within its possession or control and all PHI that
is in the possession or control of Business Associate’s subcontractors or agents. Business
Associate shall retain no copies of the PHI. I f requested by Department, Business
Associate shall transmit PHI to another business associate of Department at termination.
2. If Business Associate determines that returning or destroying the PHI is infeasible,
Business Associate shall extend the protections of this BAA to such PHI and limit further
uses and disclosures of such PHI to those purposes that make the return or destruction
infeasible, for so long as Business Associate maintains such PHI.
V. Miscellaneous
A. Regulatory References. A reference in this BAA to a section in any Applicable Law means the
section in effect or as amended, and for which compliance is required.

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B. Amendment. The Parties agree to take such action as is necessary to amend this BAA from time
to time as is necessary for Department to comply with the requirements of Applicable Law. All
amendments to this BAA shall be in writing and signed by both Parties.
C. Survival. The respective rights and obligations of Business Associate under Section IV.C of this
BAA shall survive the term and termination of the Contract and this BAA.
D. Interpretation. Any ambiguity in this BAA shall be resolved in favor of a meaning that permits
Department to comply with Applicable Law.
E. No Third Party Beneficiaries. Nothing express or implied in this BAA is intended to confer, nor
shall anything herein confer upon any person, other than Department, Business Associate and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
F. Assignment. No assignment of rights or obligations under this BAA shall be made by either party
without the prior written consent of the other party.
G. Effect on Agreement. Except as specifically required to implement the purposes of this BAA, or
to the extent inconsistent with this BAA, all other terms of the underlying Contract shall remain in
force and effect.
H. Counterparts. This BAA may be executed in counterparts, each of which may be deemed an
original.
I. Regulatory References. Any reference herein to a federal regulatory section within the Code of
Federal Regulations shall be a r eference to such section as it may be subsequently updated,
amended or modified.
COUNTY BUSINESS ASSOCIATE
______________________________ ______________________________ Jeff Grosklags
PERSON SIGNING (PLEASE PRINT) PERSON SIGNING (PLEASE PRINT)
______________________________ ______________________________
SIGNATURE SIGNATURE
______________________________ ______________________________ 12/28/2016
DATE DATE

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EXHIBIT D
SERVICE LEVEL AGREEMENT
SERVICE LEVEL AGREEMENT (SLA) PHARMACY BENEFIT MANAGER SERVICES
For purposes of this SLA, Contractor will be evaluated using performance standards listed below. E ach year,
Contractor agrees to put at risk the fees listed in this document for failure to meet these standards. Results will be
reported quarterly by the Contractor to the County, with penalties assessed annually. The allocation of fees at risk in
subsequent years shall be made by the County no later than thirty (30) days prior to the new Plan Year, provided
Contractor is current on required reporting, with such allocation subject to mutual agreement of the parties. If no
changes are made thirty (30) days prior to the start of the new Plan Year or mutual agreement is not reached
regarding recommended changes, the SLA currently in place at that time will remain in effect for the new Plan Year.
Performance Standard Performance Description By Whom Measured Fees at Risk
Open Enrollment Provide all Open Enrollment marketing materials County $5,000.00
Communication within the mutually agreed-upon timeframe
Open Enrollment and Load and process carrier enrollment files (Open Contractor $10,000.00
Ongoing Files Enrollment and Ongoing) within 2 days of receipt
from third party administrator
Member ID Cards Produce and mail out ID cards within 10 calendar Contractor $4,000.00
days of receipt of eligibility data
Summary Plan Assist in writing SPD(s)and finalize them prior County $5,000.00
Descriptions (SPD); to the start of Open Enrollment
Summary of Benefits
and Coverage (SBC)
Claims Processing
Claims System Setup Achieve 98% accuracy in setting up plan Contractor $10,000.00
structure/claims system for processing of claims
for County members. Based upon Contractor's
ability to set up new or revised plan design
changes upon receipt of plan design
documentation from County.
Claims Processing Achieve 98% accuracy on claims processing Contractor/Independen $10,000.00
Accuracy t Auditor of County’s
Choosing
Claims Processing At least 95% of all clean direct member Contractor $4,000.00
Turnaround Time reimbursement claims will be processed within 10
business days from receipt. Measured on
Contract’s book of business.
System Response Time Claims will be processed within an average equal Contractor $5,000.00
or less than two (<=2) seconds per transaction
(From when the transaction enters the
RxCLAIM® System to when it leaves the
RxCLAIM® System). Measured on Contract’s
book of business.
Member Services
Call Center Metrics Achieve the following Member Services Call Contractor $3,000.00
Center metrics: Each
• Call Abandonment of 3% or less $6,000.00
• 100% within an Average Speed of Answer Total
of 30 seconds or less

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Appeals Respond to Appeals within 15-30 days of receipt Contractor $4,000.00
Customer Satisfaction Conduct customer satisfaction surveys and Contractor $5,000.00
achieve a 90% or better overall satisfaction score.
Member satisfaction results will be measured by
the responses to Contractor’s “Voice of the
Customer” satisfaction survey.
Account Servicing Respond to calls/e-mails from County within one County/Contractor $8,000.00
business day; resolve escalated issues within 3
business days or as otherwise mutually agreed
following identification of the issue.
Home Delivery
Clean Turnaround 98% of routine prescription orders will be Contractor $7,000.00
shipped within two business days.
Intervention Turnaround 95% of non-routine prescription orders will be Contractor $7,000.00
shipped within five business days.
Dispensing Accuracy 99.99%. Measured on Contractor’s book of Contractor $10,000.00
business.
Reporting
Reports Provide to County a minimum of 10 agreed-upon County/Contractor $5,000.00
reports by agreed-upon delivery date each
month/quarter
Total fees at Risk $105,000.00