HomeMy WebLinkAboutContract 59500CSC No. 59500
PARTICIPATION AGREEMENT
This Participation Agreement, effective January 1, 2023 ("Participation Agreement Effective Date"), is
between City of Fort Worth ("Participating Group" or "City'), and OptumRx, Inc., a California corporation
("Administrator").
The parties agree as follows:
1. EFFECT OF THIS AGREEMENT. Effective as of the Participation Agreement Effective Date,
Participating Group is added as a party to the Amended and Restated Master Coalition Prescription Drug
Benefit Administration Agreement, dated January 1, 2023, between Administrator and Marsh & McLennan
Agency LLC DBA East Region, formerly known as Trion ("Coalition"), and any amendments adopted prior
to the date of this Participation Agreement ("Master Agreement') and will comply with the terms of the
Master Agreement as it is modified by this agreement and amended from time -to -time, provided, however
that compliance with an amendment shall be contingent on Participating Group's execution or notice of
such amendment. Participating Group has received from Coalition a complete copy of the Master
Agreement and Participating Group has reviewed the Master Agreement and is familiar with its terms.
Master Agreement amendments effective after the effective date of this Participation Agreement will be
agreed to in writing by Participating Group.
2. Engagement. Following the election of a Participating Group to enroll in the Coalition with Administrator
as its pharmacy benefits manager, Administrator shall be the exclusive provider of the prescription drug
benefit services set forth on Exhibit B ("Services") to support each Participating Group's Benefit Plans,
and Administrator accepts this engagement, subject to the terms of the Master Agreement and the
Participation Agreements between Administrator and each Participating Group. Notwithstanding the
generality of the foregoing, Administrator acknowledges and agrees that certain individuals associated with
the City receive benefits, including pharmacy benefits, under a Medicare advantage plan and that such
individuals shall not simultaneously receive benefits hereunder. As reflected in the Master Agreement, if a
Participating Group no longer desires to continue to receive Services through its Participation Agreement,
Coalition and Participating Group acknowledge and agree that Administrator may provide alternative
financial terms considering Participating Group as a stand-alone client but no more favorable than the
aggregated financial terms described herein.
3. Compliance with Laws. Each party will comply with all Laws applicable to its respective business and
the performance of its obligations under this Participation Agreement, including maintaining any necessary
licenses and permits. If a party's performance as required by this Participation Agreement is prohibited by
or conflicts with any Laws, then the party whose performance is owed or required will be required to perform,
but only to the extent permitted by Laws. Any provisions now or hereafter required to be included in this
Participation Agreement by Laws or any Governmental Authority will be binding and be enforceable against
the parties and deemed incorporated in this Participation Agreement, regardless of whether such provisions
are expressly provided for in this Participation Agreement, provided, however, that Administrator shall
provide Participating Group with written notice of any such Laws or requirements imposed by Governmental
Authority.
4. TERM AND TERMINATION.
4.1 Term. This Participation Agreement will become effective on the Participation Agreement
Effective Date and expire on December 31, 2023 ("Initial Term"). After the Initial Term, the Participating
Group will renew this Participation Agreement for two successive one-year terms ("Renewal Term") by
providing Administrator with notice of renewal at least 90 days prior to the end of the Initial Term. If notice
of renewal is not received by Administrator at least 90 days prior to the end of the Initial Term, this
Participation Agreement will automatically renew at the then -current rates for successive 12-month renewal
periods.
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OPTUMRx PROPRIETARY AND CONFIDENTIAL OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4.2 Termination. This Participation Agreement may be terminated as set forth in this section or as
specified elsewhere in this Participation Agreement.
4.2.1. Mutual Agreement. The parties agree in writing to terminate this Participation Agreement
4.2.2. For Cause. Administrator or Participating Group may terminate this Participation
Agreement following a material breach by the other party which is not cured within the Cure Period
(as defined below). The non -breaching party shall notify the breaching party of the breach and the
breaching Party shall have thirty (30) days from the date notice is received (the "Cure Period") to
cure the breach. If the breaching party fails to cure the breach within the Cure Period, then the
non -breaching party may terminate the Participation Agreement upon written notice to the
breaching party with such termination to be effective as of the date such written notice is received.
If Administrator terminates this Participation Agreement for breach by Participating Group prior to
the end of the initial term or any renewal period, Administrator will retain any and all pending or
future Rebates payable under this Participation Agreement.
4.2.3. For Convenience. Subject to Section 4.2.7, after the first the first anniversary of the
Participation Agreement Effective Date, either Client or Administrator may terminate this
Participation Agreement without cause upon 180 days prior notice of termination to the other party.
4.2.4. Payment Default. The parties agree that, notwithstanding anything in the Master
Agreement to the contrary, if a Participating Group fails to pay any amount due on a validly
submitted invoice (for which no objection is filed in good faith in accordance with section 5.2) within
two business days after the applicable Payment Due Date (as defined in section 5.1) and fails to
make such payment within seven business days after Administrator's notice to Participating Group
of such non-payment (which notice must comply with Section 11), then Administrator, in its sole
discretion, shall have the non-exclusive and cumulative options in addition to its remedies under
this Participation Agreement, at law or in equity, to: (i) suspend performance of any or all of
Administrator's obligations under or in connection with this Participation Agreement with respect to
such Participating Group, including processing of Claims, (ii) require Participating Group to pre -
fund a pharmacy spend account in the amount of two (2) times the average monthly prescription
drug spend of Participating Group, (iii) utilize available deposited or escrowed funds, or (iv) may
immediately upon notice to Participating Group terminate the applicable Participation Agreement,
provided, however, that such termination right must be exercised and notice given no later than the
twentieth business day after the date on which Participating Group receives Administrator's notice
of non-payment..
4.2.5. Automatic Bankruptcy Termination. This Participation Agreement maybe terminated to the
fullest extent permitted by Laws, in the event of a Bankruptcy Event affecting either Administrator
or a Participating Group. "Bankruptcy Event' means that Participating Group or Administrator:
(a) is declared insolvent in any proceeding; or (b) commences a voluntary case or other proceeding
seeking liquidation, reorganization, insolvency, readjustment of debt, liquidation, or dissolution.
4.2.6. Termination due to Non -Appropriation. Administrator acknowledges and agrees that the
City is a Texas municipal governmental entity and that as such, the City cannot legally commit
funds beyond the current fiscal year, which such year begins on October 1 and ends on September
30. In the event the Fort Worth City Council opts not to budget any funds for pharmaceutical
benefits for its employees and/or non -medicare retirees, then, upon providing Administrator with
thirty (30) days' notice after the City Council decision, the City may terminate this agreement
effective as of the last day for which funds have been appropriated without any penalty or liability
beyond payment of funds owed through the end of the fiscal year for which funds have been
appropriated.
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
4.2.7. Transition Assistance Following Termination. Upon termination of this Participation
Agreement for any reason, Administrator will, as directed by Coalition and/or Participating Group,
provide Coalition and/or Participating Group 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 Participating Group's most current
eligibility files; (b) Participating Group's claims history file; (c) Participating Group's prior
authorization files; and (d) Participating Group accumulator files. Each file will be sent using
Administrator's standard format and delivered using a media agreed to by the parties.
Administrator shall be solely responsible to process only those Claims that are for prescriptions
dispensed before the termination date and received by Administrator 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.
4.2.8. Termination Effect on Participating Groups. All Participation Agreements will terminate
upon termination of the Master Agreement, unless a Participating Group and Administrator, during
the termination notice period, agree to extend the term of the Participation Agreement. In which
case, Participating Group and Administrator will execute an agreement specifying the services to
be provided by Administrator, the rates, fees and reimbursements to be charged to Participating
Group and the duration of the agreement. Notwithstanding anything contained herein to the
contrary, Participating Group understands and agrees that during the Initial Term of this
Participation Agreement, including any renewal terms, so long as Participating Group is receiving
the Coalition pricing underthis Participation Agreement, Coalition is entitled to receive the Coalition
Service Fee; provided, however, if Participating Group or Coalition directs Administrator not to
facilitate the Coalition Service Fee, Participating Group will not be entitled to the Coalition pricing,
and this Participation Agreement shall be deemed terminated on the effective date of such
direction. In such event, Participation Group and Administrator may implement a direct deal with
new pricing terms so that they are not identical to the pricing terms of this Participation Agreement
and Administrator may not contract with Participating Group through another coalition arrangement
for twelve (12) months following the effective date of this Participation Agreement's termination.
5. BILLING AND PAYMENT.
5.1. Payment Terms. Administrator will invoice each Participating Group at semi-monthly billing cycles
that run from the 1st through the 15th and from the 16th through the end of the month. Administrator will
submit invoices to each Participating Group that reflect the Services performed during the invoice period
and include Prescription Claims information to support the invoiced amounts at no charge. At Participating
Group's expense, Administrator may provide electronic claims files to Participating Group's third party
service provider, subject to the third party's execution of Administrator's form confidentiality Agreement,
provided, however, that in the event Participating Group's third party service provider is United Healthcare,
no additional cost or expense to Participating Group shall apply. The parties agree that each Participating
Group will pay Administrator all undisputed invoiced amounts, via electronic fund transfer or other reliable
means, no laterthan two business days after Participating Group receives the invoice and supporting claims
detail file ("Payment Due Date").
5.2. Timely Notice of Overpayment. A Participating Group may object to any amounts on
Administrator's invoices that Participating Group believes do not comply with the Plan Specifications.
Participating Group must notify Administrator of Participating Group's objection no later than 60 days after
the invoice date stating the disputed charges. If Participating Group fails to object within the 60-day period,
Participating Group will be deemed to have acknowledged that the invoiced amounts comply with the Plan
Specifications.
5.3. Late Payments and Late Fees. Any amounts a Participating Group owes under this Participation
Agreement that are not paid by the Payment Due Date will bear interest from the Payment Due Date until
paid in full at the annual rate of interest equal to the lesser of two percentage points above the prime interest
rate determined by the U.S. Federal Reserve Bank or the maximum interest rate then permitted by law.
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Participating Group will immediately pay to Administrator as late fees all interest due under this Participation
Agreement. Administrator will retain cash management responsibilities to help support prompt payment of
Network Pharmacies.
5.4. Right of Recoupment. Administrator may withhold, deduct, net or recoup from future amounts
owed or reimbursable to a Participating Group in accordance with the terms of the Master Agreement under
this Participation Agreement any undisputed amounts Participating Group owes to Administrator that are
outstanding beyond their applicable Payment Due Date.
5.5. Payment from Members. Except as permitted by Laws, Administrator will not seek payment from
a Member for Covered Prescription Services or amounts due to Administrator from a Participating Group,
other than Cost -Sharing Amounts, returned checks or collection costs. Administrator will contractually
require each Network Pharmacy to comply with the requirements of this section. In all events, each
Participating Group is responsible for the full amount of any Benefit Plan benefits, including Prescription
Claims and any Cost -Sharing Amounts that are not paid by Members within 120 days of dispensing the
Prescription Drug.
5.6. Subrogated Claims Processing. Participating Group acknowledges that Medicaid agencies and
other Medicaid, Medicare, or other state or federal health care program ("Government Plans") that have
legal rights and/or obligations to pursue claims reimbursement ("Subrogated Claims") and/or confirm
eligibility from applicable third parties. Administrator will process, and Participating Group will reimburse
Administrator, for Subrogated Claims in accordance with Laws. Participating Group agrees that in
accordance with applicable law, Administrator may exchange eligibility information with Government Plans.
5.7. Coalition Service Fees. Administrator will pay monthly, subject to Participating Group's adherence
with payment obligations to Administrator, a service fee in the amount of $1.00 per Net Paid Claim to
Coalition, as applicable for the consulting and related services Coalition provides to Participating
Group. Notwithstanding anything contained herein to the contrary, Participating Group understands and
agrees that during the initial term of this Participation Agreement, including any renewal terms, so long as
Participating Group is receiving the Coalition pricing underthis Participation Agreement, Coalition is entitled
to receive the Service Fee; provided, however, if Participating Group or Coalition direct Administrator not
to facilitate the Service Fee, Participating Group will not be entitled to the Coalition pricing set forth herein
and Participating Group and Administrator may enter into a direct agreement, in accordance with Section
1.1 of the Master Agreement.
5.8. Audit Rights. In accordance with the audit rights afforded to Coalition under the Master
Agreement, Participating Group or the Coalition, but not both, shall have audit rights in accordance with
Section 4.2 of the Master Agreement
6. DATA PROTECTION AND OWNERSHIP
6.1. Data Ownership. Coalition owns and will continue to own Coalition Data, Participating Group owns
and will continue to own Participating Group Data, and Administrator owns and will continue to own
Administrator 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 Coalition Data, Participating Group Data or
Administrator Data. Despite any contrary provisions in this Participation Agreement, during the Term and
for a reasonable period after termination of this Participation Agreement, Coalition and Participating Group
grant Administrator the right to use and disclose to third parties Member drug and related medical data to
perform Administrator's responsibilities under this Participation Agreement and, subject to a requirement
that such information is de -identified and aggregated, to use in Administrator's research, cost analyses,
and cost comparison studies. All research, cost analyses, cost comparisons and other similar studies or
reports Administrator conducts or prepares will be Administrator's sole and exclusive property.
Administrator shall aggregate this information with that of other clients and de -identify it to protect Coalition,
Participating Group and Member confidentiality. Intellectual Property shall be the sole property of the party
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
developing such Intellectual Property.
6.2. 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: (i)Coalition and
Participating Group grants Administrator permission to use Coalition and Participating Group's name, logo,
service marks, trademarks or other identifying information to the extent necessary for Administrator to carry
out its obligations under this Participation Agreement; and (ii) Administrator grants Coalition and/or
Participating Group permission to use Administrator's name, logo, service marks, trademarks or other
identifying information to the extent necessary for Coalition and/or Participating Group to carry out its
obligations under this Agreement.
6.3. Confidentiality
6.3.1. Confidentiality Obligations. Each party ("Recipient') will, and will use commercially
reasonable efforts to cause each of its Representatives to, keep confidential the Confidential
Information of the other party ("Discloser") and not disclose any Confidential Information without
Discloser's prior written consent or as permitted by this Participation Agreement. Confidential
Information may be disclosed to either party's employees, contractors or another third party
("Representative") as reasonably necessary to carry out the purposes of this Participation
Agreement, on condition that the Representative agreed to keep confidential the Confidential
Information with obligations at least as comprehensive as the obligations in this Participation
Agreement. Recipient will be responsible for any breach of this Participation Agreement by any
Representative to which it discloses Confidential Information.
6.3.2. Definition of Confidential Information. Subject to the Texas Public Information Act, Texas
Gov't Code §§ 552.001 et seq., "Confidential Information" means: (a) the terms of this
Participation Agreement; (b) all Discloser material, non-public information, materials or data, in any
form, that Recipient knows or has reason to know is confidential or proprietary to Discloser,
including Coalition Data, Participating Group Data or Administrator Data; (c) any other information
that Discloser marks or designates clearly as confidential or proprietary; and (d) Discloser trade
secrets, know how, inventions, current and future business plans, marketing plans and strategies,
financial and operational plans, business methods and practices, customer or prospect data,
records, information and profiles, supplier or vendor information and data, historical or prospective
financial information, budgets, cost and expense data, employment records and contracts and
personnel information as well as software, technology, inventions (whether or not patentable) that
Discloser owns, licenses or uses. Confidential Information will not include information that: (i) is
generally available to the public; or (ii) becomes available to Recipient on a non -confidential basis
from a source, other than Discloser or its affiliates or agents, not bound by a confidentiality
Participation Agreement.
6.3.3. Exceptions to Confidentiality Obligations. The obligations in this section will not restrict or
limit disclosures by Recipient: (a) to offer or administer the Benefit Plans; (b) to comply with Rebate
reporting or other data collection, maintenance, security or submission requirements; (c) to perform
functions or responsibilities required by Laws; or (d) as required or compelled by Laws or a
Governmental Authority with competent jurisdiction over Recipient, on condition that Recipient will:
(i) give prompt notice to Discloser after learning of the need to disclose (if allowed by Laws); (ii)
disclose only that portion of Discloser's Confidential Information that Recipient's legal counsel
advises is legally necessary to comply with the Laws or Governmental Authority order; and (iii)
assist Discloser if it objects to the disclosure. For avoidance of doubt, by execution of this
agreement, Administrator acknowledges that the City is subject to the Texas Public Information
Act, Texas Gov't Code §§ 552.001 et seq. (the "Act"), and that under such law, the City's
information, including this agreement, is generally required to be released to the public, subject to
the protections afforded Administrator's trade secret and confidential information under the Act.
6.4. Return of Confidential Information. Upon Discloser's request, Recipient will use commercially
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
reasonable efforts to promptly return or destroy (with written certification that destruction has occurred)
Discloser's Confidential Information within Recipient's possession or control. If Recipient determines that
return or destruction of Confidential Information is not feasible, Recipient will notify Discloser and may retain
the Confidential Information, on condition that the Confidential Information is held in confidence, as required
by the terms of this section 6, and used or disclosed solely for the purposes that make return or destruction
of the Confidential Information not feasible. Recipient may retain a copy of Discloser's Confidential
Information for archival purposes or as otherwise required by Laws, including records retention laws
applicable to the City as a Texas municipal governmental entity.
7. INDEMNIFICATION; INSURANCE; LIMITATION OF LIABILITY
7.1. Indemnification. Each party (" Indemnitor") will be solely financially responsible for, and will, to
the extent allowed by law, defend and indemnify the other party ("Indemnitee") from and against all third
party claims, legal or equitable causes of action, suits, litigation, proceedings (including regulatory or
administrative proceedings), grievances, complaints, demands, charges, investigations, audits,
arbitrations, mediation or other process for settling disputes or disagreements, including any of the
foregoing processes or procedures in which injunctive or equitable relief is sought ("Claims") made against
Indemnitee to the extent arising or resulting from, or attributable to, Indemnitor's material breach of this
Participation Agreement or its negligence or intentional misconduct (including fraud), provided, however,
that Participating Group shall be under no obligation to levy or assess a tax or to establish a sinking fund,
and provided further that no Indemnitor shall be liable to the extent the liability results from Indemnitee's
negligence, willful misconduct or breach of this Participation Agreement. Indemnitor will, to the extent
allowed by law, pay promptly and satisfy fully in connection with an indemnified Claim all (a) losses,
damages of any kind or nature, assessments, fines, penalties, deficiencies, interest, payments, expenses,
costs, debts, obligations, liabilities, liens or Judgments that are sustained, incurred or accrued; (b)
judgments, writs, orders, injunctions or other orders for equitable relief, awards or decrees of or by any
Governmental Authority ("Judgments"); and (c) costs, expenses and fees, including settlement costs,
reasonable attorneys' fees, accounting fees and expert costs and fees incurred in connection with Claims.
Indemnitee will provide prompt notice to Indemnitor upon learning of any occurrence or event that may
reasonably be expected to result in an obligation of Indemnitor under this section and will consult with
Indemnitor in the defense of the occurrence or event. Indemnitee's failure to provide prompt notice will not
relieve Indemnitor of its obligations under this section, except to the extent that the omission results in a
failure of actual notice to Indemnitor and Indemnitor suffers damages because of the failure to notify. In all
events, Administrator's indemnification will not extend to indemnification of Coalition, Participating Group,
or the Benefit Plan against any Claims that constitute payment of Benefit Plan benefits. Indemnitee will
provide Indemnitor with reasonable information and assistance for Indemnitor to defend such claim,
demand, or cause of action. Administrator acknowledges and agrees that the City shall have no obligation
to levy or assess a tax or to establish a sinking fund.
7.2. Insurance Requirements. Each party will maintain: (a) during and for a reasonable period of time
after the Term, reasonable and customary insurance (whether through third party carriers or self -insured
arrangements or retentions), as to type, policy limits and other coverage terms, to cover the risks of loss
faced by companies similar to the party in size, industry and business operations; and (b) all insurance
coverage, bonds, security and financial assurances as Laws may require from time -to -time. Administrator
will maintain sufficient insurance coverage to enable it to meet its obligations created by this Participation
Agreement and by Laws.
7.3. Limitation of Liability and Claims. The parties' liability to each other under this Participation
Agreement will not exceed the general or direct damages caused by breach of this Participation Agreement.
The parties will have no liability to each other under this Participation Agreement for any consequential,
special, indirect, incidental or punitive damages, even if they are aware of the possibility of the loss or
damages. In no event may Participating Group make any claim relating to the services or otherwise under
this Participation Agreement later than two years after Participating Group becomes aware (or ought
reasonably to have become aware) of the facts giving rise to the alleged claim and in any event, no later
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
than two years after the completion of the particular Services. 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 Network
Pharmacy, Drug Manufacturer or other pharmaceutical providers or other third party not under control of
Administrator pursuant to this Participation Agreement.
8. TAXES AND ASSESSMENTS
8.1. Payment of Taxes and Expenses. Administrator acknowledges and agrees that Participating
Group is not subject to and is exempt from taxation.
8.2. Tax Reporting. Deleted by agreement.
8.3. 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
Administrator, 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).
9. PARTICIPATING GROUP'S PRICING. As of the Participation Agreement Effective Date,
Participating Group agrees to the rates, fees and reimbursements set forth in Exhibits E-1 and E-2 for the
Services.
10. BUSINESS ASSOCIATE ADDENDUM. The parties will execute and abide by the Business
Associate Agreement in the form of Exhibit E-3, which outlines the parties' obligations for use and
disclosure of PHI.
11. NOTICES. All notices, requests, consents, demands or other communications under this
agreement or the Master Agreement will be in writing and deemed to have been duly given either (a) when
delivered, if delivered by hand, sent by United States registered or certified mail (return receipt requested)
or delivered personally by commercial courier or (b) on the second following business day, if sent by United
States Express Mail or a nationally recognized commercial overnight courier; and in each case to
Participating Group at the following address (or at other addresses as specified by a notice) with applicable
postage or delivery charges prepaid.
If to Participating Group
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: Jesica McEachern, Asst
With copy to:
If to Administrator
OptumRx, Inc.
1600 McConnor Parkway
Schaumburg, I L 60173-6801
City Manager for HR Attn: Vice President, Client
Management
Fort Worth City Attorney's Office
200 Texas Street
Fort Worth, Texas 76102
Attn: Attorney for H R/Benefits
12. GOVERNING LAW. Notwithstanding anything in the Master Agreement to the contrary,
Administrator and the City of Fort Worth agree that any and all disputes or questions as between those
parties with respect to this agreement, the Master Agreement, or both and each party's rights and
obligations thereunder will be governed by and construed in accordance with the laws of Texas, without
giving effect to conflicts of law principles.
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
13. DEFINED TERMS. Except as otherwise stated in this Section 13, all capitalized terms used and
not defined in this agreement will have the meanings given to them in the Master Agreement. All references
in the Master Agreement to "Participating Group" will refer to Participating Group.
13.1. Notwithstanding anything in the Master Agreement to the contrary, as between
Administrator and the City of Fort Worth, the following terms when used in this agreement,
the Master Agreement, or both, the following terms shall have the meanings given to them
below.
13.2. "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.
14. INTEGRATED AGREEMENT; INTERPRETATION; EXECUTION. If there is any inconsistency or
conflict between this agreement and the Master Agreement, this agreement will supersede and control for
participation of Participating Group. This agreement together with the Master Agreement constitutes the
entire agreement between the parties regarding its subject matter and supersedes all prior or
contemporaneous written or oral agreements, representations, negotiations or understandings between the
parties regarding its subject matter. This Agreement may be executed in several counterparts, all of which
taken together constitute a single agreement between the parties. The language in this agreement will be
construed in accordance with its fair meaning, as if prepared by all parties and not strictly for or against any
party. The legal doctrine of construction of ambiguities against the drafting party will not be employed in
any interpretation of this agreement. The headings in this agreement are provided for convenience only
and do not affect its meaning. An electronic signature of this agreement, or a signature on a copy of this
agreement that a party receives by facsimile, email or other means, is binding as an original, and the parties
will treat an electronic or photo copy of this signed agreement as an original. The parties may sign this
agreement in two or more counterparts, and as so signed this agreement will constitute one and the same
agreement binding on the parties.
[signature page follows]
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
Jesica Di9,t,lly p,adbyJ,—
McEachern
By:
McEachern D- 20230530095144-05'00'
Name: Jesica McEachern
Title: Assistant City Manager
Date: May 30, 2023
OptumRx, Inc.:
By:
Kathryn Carey (May 1S, 2023 17:59 CDT)
Name:
Kathryn Carey
Title:
CFO
Date:
05/15/2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
� �1 �GO
By.,..,. .o,az,
Name: Dianna Giordano
Title: Director of Human Resources
Approved as to Form and Legality
By:
Name: Jessika Williams
Title: Assistant City Attorney
Contract Authorization:
M& C : 22-0551
Form 1295: 100937403
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Joanne Hinton
Title: Benefits Manager
City Secretary:
By:
Name:
Jannette Goodall
Title:
City Secretary
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OPTUMRx PROPRIETARY AND CONFIDENTIAL OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit E-1
PRICING MODEL
A. Participating Group Pharmacy Management Fund. Participating Group shall receive a Pharmacy
Management Allowance (PMA) of up to $2.50 per Member for the one (1) year Initial Term of
Participating Group's Participation Agreement. The PMA must be utilized within the Initial Term for
which it was allocated and will not carry over to the following year. This PMA may be used by the
Participating Group to offset the costs of actions intended to maximize the value of the pharmacy
program. Funds may be used for items including, but not restricted to, costs to implement the pharmacy
program, programming for customization, design and implementation of clinical or other programs,
communications, documented expenses related to staff education and industry conference attendance,
auditing, data integration and analytics, consulting fees, and engagement of relevant vendors that
impact the pharmacy program strategy and results. Participating Group will be required to submit
documentation to support the expenses for which it seeks reimbursement. The parties acknowledge
that the PMA provided by Administrator for such services represent fair market value. If Participating
Group terminates the Participation Agreement in breach before the end of the Participating Group's
Initial Term, Participating Group shall refund to Administrator within thirty (30) days after the effective
date of such termination the full PMA. It is the intention of the parties that, for the purposes of the
Federal Anti -Kickback Statute, this PMA shall constitute and shall be treated as a discount against the
price of drugs within the meaning of 42 U.S.C. 1320a — 7b(b)(3)(A).
B. Pricing. Participating Group will pay Administrator for the services provided herein pursuant to the
following table:
Term of contract: Year 1: 01/01/2023 to 12/31/2023
Traditional
Retail 30: $0.00 per Net Paid Claim
Base
Retail 90: $0.00 per Net Paid Claim
Administrative
Fees
Mail Service: $0.00 per Net Paid Claim
Specialty: $0.00 per Net Paid Claim
In -House
Pharmacy
$1.35 per Net Paid Claim
Administrative Fee
Paper Claim Fees
$2.50 Per Processed Paper Claim plus the Base Admin. Fee
PreCheck MyScript
$0.00 per PreCheck MyScript Transaction
with ePrescribing
Coalition Service
Administrator will pay monthly, subject to Participating Group's adherence with payment obligations to
Fee
Administrator, an amount of $1.00 per Net Paid Claim to Coalition as the designated broker or consultant, as
directed by Participating Group.
Retail 30 Pharmacy Network
Brand Drugs
AWP minus 19.50% plus $0.60/$0.60/$0.60 dispensing fee
Effective Overall
Generic Guarantee
AWP minus 85.00% plus $0.60/$0.60/$0.60 dispensing fee
in redient cost
WAG90 Saver Plus Pharmacy Network
Brand Drugs
AWP minus 26.70% plus $0.00/$0.00/$0.00 dispensing fee
Effective Overall
Generic Guarantee
AWP minus 88.00% plus $0.00/$0.00/$0.00 dispensing fee
in redient cost
Mail Service Pharmacy
Brand Drugs
AWP minus 26.70% plus $0.00/$0.00/$0.00 dispensing fee
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
Effective Overall
Generic Guarantee
AWP minus 88.00% plus $0.00/$0.00/$0.00 dispensing fee
(ingredient cost)
Specialty - Exclusive Network
Brand Aggregate
Specialty
AWP minus 21.50% plus $0.00 dispensing fee PNPC
Guarantee
Generic Aggregate
Specialty
AWP minus 66.20% plus $0.00 dispensing fee PNPC
Guarantee
Limited
Distribution Drug
Aggregate
AWP minus 16.20% plus $0.00 dispensing fee PNPC
Specialty
Guarantee
Rebates - Premium Formulary
Client Estimated
Greater of 100% or
Share
Retail 30 -
Minimum
$315.00 Per Net Paid Brand Claim
WAG90 - Minimum
$940.00 Per Net Paid Brand Claim
Mail Service -
$940.00 Per Net Paid Brand Claim
Minimum
Specialty - Fixed
$2,900.00 Per Net Paid Brand Claim
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
Exhibit E-2
ADDITIONAL SERVICES
1. The services listed below are included in the standard Administrative Fee and will be provided to
Participating Groups at no additional charge.
.lard Servires Inr_inder
Claims Processing Services
a. Eligibility Management
b. Eligibility Verification
C. On-line Electronic Claims Processing/Administration
d. Data Retention — 15 months
e. Operational On-line Data — 12 months
f. Accumulator for deductibles and maximums Data — Batch Method
g. Real -Time Audit System — filters 100 percent of claims before payment
National Pharmacy Network Services
Administration of the National Pharmacy Network
Pharmacy Help Desk — available 24 hours a day, seven days a week
Pharmaceutical Manufacturer Rebate Services (OptumRx Standard Formulary only)
Management and Administration of Pharmaceutical Rebate Program
Clinical Services
a. Drug Recall Reporting
b. Concurrent Drug Utilization Review (DUR)
C. Administration of OptumRx Standard Formulary
d. Administration of OptumRx Standard UM program (PA, ST, QQ
Benefit Plan Administration
Plan Design Development, Setup and Administration
Client & Member Services
a. Member Services Help Desk
b. Account Management
C. Implementation Support
d. Standard Reporting Package
e. Coalition dedicated custom service phone number
ID Cards Production & Mailing
Standard Member Communication, e.g., Initial Welcome Booklet with ID Cards (Postage,
shipping & handling is not included)
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
Online Client Access to Member Eligibility
Verifying, entering, or updating member eligibility
Viewing member claims history
Online Standard Reporting (for up to 2 users per Participating Group at no additional charge)
Online Member Website Access
Member website for access to general and plan -specific information
Account set up and training for five users per Participating Group ($400 per additional license
each year)
Website Access via Optumrx.com
Pharmacy locator, refill mail order, claims history
Health, wellness and disease education
Mail Service and Specialty Pharmacy
Postage included (additional charges may apply for express shipments)
Lower Cost Alternatives
Leverages multiple inbound touch points across Optum and UHG (i.e. OptumRx Portal, OptumRx
Customer Service Agents, Optum Clinicians and UHC Advocates/ Health Advisors) to alert consumers
of a lower cost savings option(s) for maintenance medications
Alerts are aligned across all Optum applications, regardless of the action a member takes, it will
be reflected in all applications to avoid redundant messaging
Enhances consumer experience by proactively providing opportunities to save money
2. 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. Administrator may charge for any products
or services not specifically represented herein.
ProgramClinical
Please refer to Clinical Documentation Form (CDF).Please note that the CDF is not an inclusive list.
ODtumRx may charae for any products or services not specifically represented herein.
Paper Claims
$2.50 per processed claim plus the Administrative Fee
Ad -hoc Reporting
$150 per hour, with a minimum of $500
Manual Eligibility Maintenance
$0.50 per record
ID cards - Subsequent
mailings, replacements, or
additional
$2.00 per ID card plus postage, shipping and handling
Explanation of Benefits (EOB)
$2.00 per EOB plus postage, shipping & handling
Custom Mailings
Production plus postage, shipping and handling
Web Reporting Tool (On-line
Access/Query)
Included for up to 5 users per Participating Group; $250 per month for
each additional user
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
Standard Reporting Tool (On- Included for up to 5 users per Participating Group; $150 per month for
line Access / Reports) each additional user
Integrated Accumulator- Near $0.15 PMPM
Real Time Method
RIDS Support Services $1.15 PMPM
Prior Authorization
Promotes
and effective medication
use by requiring pre-
qW
Included in Base Fee
Cost per review
approval for
cations before thjey
overed
Clinical Prior Authorizations:
oil,
Prior authorization review
service (technician /
No
$50
pharmacist review)
Prior authorization review
service (state -mandated
No
$135
physician review)
Prior Authorization Appeals:
Internal clinical appeal
review service (pharmacist
No
$180
review
Internal clinical appeal
review service (physician
No
$350
review required)
External clinical appeal
No
$550
intake service
Peer to Peer Physician
Review
Peer to Peer review service
No
$75
(pharmacist review)
Peer to Peer Physician
No
$150
Review Service
Administration of Appeals
Process Managed by Client:
Preparation of appeal case
files sent for client review +
No
$35
Effectuation upon decision
by client (if applicable)
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OPTUMRx PROPRIETARY AND CONFIDENTIAL
EXHIBIT E-3 - BUSINESS ASSOCIATE AGREEMENT
The Business Associate Agreement attached as Exhibit B to the previous Participation Agreement dated
October 1, 2017(City Secretary Contract # 50750) is incorporated herein by reference.
[See attached]
Page 15
OPTUMRx PROPRIETARY AND CONFIDENTIAL
5/17/23, 2:08 PM M&C Review
Official site of the City of Fart Worth, Texas
CITY COUNCIL AGENDA FORT oun
Create New From This M&C
DATE: 8/9/2022 REFERENCE **M&C 22- LOG NAME: 13P 22-0067 PHARMACY
NO.: 0551 BENEFITS MANAGER CC HR
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with OptumRx Inc., for Administration of the
City's Pharmacy Benefits for an Initial Term of One Year with Two Optional One -Year
Renewal Terms in an Amount Up to $236,000.00 for Each Term
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with OptumRx
Inc., for administration of the City's Pharmacy Benefits for an initial term of one year with two optional
one-year renewal terms in an Amount Up to $236,000.00 for each term.
DISCUSSION:
The Human Resources Department approached the Purchasing Division to procure an agreement for
a pharmacy benefits manager to provide claim administration for pharmacy benefits for active
employees, retirees, and surviving spouses of the City of Fort Worth (City). To procure these services,
Purchasing issued a Request for Proposal (RFP) No. 22-0067.
The RFP was advertised in the Fort Worth Star -Telegram for five consecutive Wednesdays beginning
on February 23, 2022, through March 23, 2022. The City received 11 proposals. An evaluation panel
consisting of representatives from Human Resources and Municipal Court Departments reviewed and
scored the submittals using Best Value criteria. The individual scores were averaged for each of the
criteria and the final scores are listed in the table below. Proposals that did not score at least 50\% or
more of the total available points for technical criteria were deemed not acceptable (N/A).
Bidders
Evaluation Factors
C�. FD7 Total Score
OptumRX 13.50 14.40 12.80 7.40 25.00 73.10
CapitalRx 14.00 12.40 12.80 5.20 24.551 68.95
Rightway 14.00 11.20 14.40 5.20 22.771 67.57
CVS-Caremark 8.00 8.00 7.20 6. 00 �X1 N/A
Elixir 11.50 9.20 10.00 3.80 �X1 N/A
Express Scripts 9.50 8.40 9.20 5.20 �XI N/A
Flipt 9.00 9.60 10.80 4.60 �XI N/A
Independent Health 9.50 10.00 11.20 5. 00 �X1 N/A
Meritan 10.00 8.80 8.80 5.60 �XI N/A
Script Care 9.00 10.00 10.00 5.40 �XI N/A
WithMe
12.00
9.20
10.80
4.60
�X
N/A
Best Value Criteria:
a. Quality of Proposal/Acceptability of Proposals
b. Network, formulary and disruption
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M&C Review
c. Prescription drug programs and value added programs
d. Firm's background and experience
e. Cost
After evaluation, the panel concluded that OptumRx Inc., presented the best value to the City.
Therefore, the panel recommends that City Council authorize this agreement with OptumRx Inc. No
guarantee was made that a specific amount of services would be purchased. Staff certifies that the
recommended vendor's proposal met specifications.
Funding will be budgeted in the Claims Administration expense of the Group Health Insurance &
Retiree Healthcare Trust Funds for Fiscal Year 2023.
DVIN-BE: Awaiver of the goal for Business Equity subcontracting requirement is approved by the
DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or
services is from sources where subcontracting or supplier opportunities are negligible.
AGREEMENT TERMS - Upon City Council approval, this agreement shall begin on January 1, 2023
and expire one year from that date.
RENEWAL TERMS: The agreement may be renewed for up to two successive one-year terms at the
City's option. This action does not require specific City Council approval provided that City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of
the Fiscal Year 2023 Budget by the City Council, funds will be available in the Fiscal Year
2023 operating budget, as appropriated, in the Group Health Insurance & Retiree Healthcare Trust
Funds. Prior to an expenditure being incurred, the Human Resource Department has the
responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account�Project Program Activity Budget Reference # Amount
ID ID Year I (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID I I ID I I I Year Chartfield 2
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Reginald Zeno (8517)
Anthony Rousseau (8338)
Dianna Giordano (7783)
Cynthia Garcia (8525)
Cristina Camarillo (8355)
13P 22-0067 PHARMACY BENEFITS MANAGER CC HR Updated FID table.xlsx (CFW Internal)
22-0067 Waiver Pharmacy Benefits Manager 020122 NW.pdf (CFW Internal)
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5/17/23, 2:08 PM M&C Review
Copy of FID TABLE BLANK WITH INSTRUCTIONS V2.xlsx (CFW Internal)
Form 1295 Certificate 100937403.pdf (CFW Internal)
Sams- OptumRX, Inc.p! f (CFW Internal)
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