HomeMy WebLinkAbout065079 - General - Contract - Rightway Healthcare, Inc.Docusign Envelope ID: ADE00953-6C1 D-491 5-A9C6-D027F71 15941
65079
City Secretary Contract No.
FORT WORTH®
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City" or "Client"), a Texas home rule municipal corporation,
and Rightway Healthcare, Inc. ("Vendor" or "Rightway"), each individually referred to as a "party" and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A Scope of Services;
a. Attachment A-1 — Definitions;
b. Attachment A-2 — Performance Standards Guidelines;
3. Exhibit B Payment Schedule;
a. Attachment B-1 Administrative Service Fee Schedule;
b. Attachment B-2 Pharmacy Pricing & Rebates;
i. Schedule B-2 High Cost Drug Listing;
4. Exhibit C Business Associate Agreement; and
5. Exhibit D Regulatory Addenda.
Exhibits A, B and C, and Attachments A- 1, A-2, B- 1, and B-2, which are attached hereto and incorporated
herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms
and conditions of Exhibits A, B and C, Attachments A-1, A-2, B-1, and B-2, and Schedule B-2 and the
terms and conditions set forth in the body of this Agreement, the terms and conditions of the following
order of precedence shall be followed: Schedule, Attachment, Exhibit and then the body of Agreement.
1. Scope of Services. Vendor or its designee shall provide the pharmacy benefit management
services ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for
all purposes. Vendor agrees that Services provided under this Agreement may be available for Cooperative
Agreement, as defined under Chapter 271 of the Texas Local Government Code, use; provided that Vendor
reserves the right to modify Fees, pricing, and financial terms under this Agreement based on the specific
claims detail supplied by any additional governmental entity eligible purchaser. All other commitments
made by Vendor in the resulting contract would apply to other governmental entity eligible purchasers.
2. Term. This Agreement begins on January 1, 2026 ("Effective Date"), and will continue
in full force and effect for period of three (3) years, unless terminated earlier in accordance with this
Agreement ("Initial Term"). City will have the option, in its sole discretion and on ninety (90) days prior
written notice to Vendor, to renew this Agreement under the same terms and conditions and subject to the
Fees, pricing and financial terms agreed to by both parties as part of the renewal, for up to two (2) one-year
renewal option(s) (each a "Renewal Term").
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3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement during the Initial Term will not exceed the maximum of Fees of
$2,032,160.00. For purposes of clarification, the foregoing total compensation amount does not include
Claim amounts and associated Taxes. Vendor will not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City may terminate this Agreement at any time and for any reason
by providing Vendor with 90 days' written notice of termination without penalty or termination
fees. Vendor may terminate this Agreement at any time and for any reason by providing City with
180 days' written notice of termination.
4.2 For Cause. Either party may terminate this Agreement at any time upon written
notice if: (i) the other party commits a Material Breach of this Agreement, unless the Material
Breach is cured within thirty (30) days of notice; or (ii) a change in Law occurs, as provided in
Section 11 of this Agreement.
4.3 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4 Duties and Obligations of the Parties. In the event of termination of this Agreement
for any reason, City will pay Vendor for Services actually rendered up to the effective date of
termination, and Vendor will continue to provide City with services requested by City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor will provide City with copies of all completed or partially
completed documents prepared under this Agreement, if any.
4.5 Survival. In the event of termination of this Agreement for any reason, the parties shall
remain bound by and continue to be subject to any provision which by its nature survives
termination, including but not limited to Sections 4.4, 5, 6, 7, 8, 14, 15, 16, 17 and 33 of this
Agreement; Sections B.6, B.8, B.9, D.1, D.2, D.3 and D.4 of Exhibit A (Scope of Services) to this
Agreement; and Sections 2(d), 4, and 5 of Exhibit B (Payment Schedule) to this Agreement.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's Services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
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5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City except to perform Vendor's obligations under this Agreement.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information for Vendor information, City will
promptly notify Vendor and provide Vendor the opportunity to mark any such requested
information as Confidential or Proprietary. It will be the responsibility of Vendor to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be decided
by City, but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City promptly if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and cooperate with City to
protect such City Information from further unauthorized disclosure.
5.5 Use After Termination. City and Vendor shall cease using the other parties'
confidential information upon termination of this Agreement; provided, however, that Vendor may
retain records and use information as set forth herein, and each Party may retain confidential
information of the other party for back-up, legal, and archival purposes, provided that such retained
confidential information shall remain subject to the terms and conditions of this Agreement, and
provided that the confidential information shall be destroyed or returned as soon as reasonably
practicable.
5.6 Use and Disclosure of Protected Health Information. The parties' obligations with
respect to the use and disclosure of PHI are outlined in the Business Associate Agreement attached
hereto as Exhibit C Business Associate Agreement). During and after the Term of this Agreement,
Vendor may use, reproduce, disclose, and/or adapt information obtained, generated, or derived in
connection with this Agreement, including Claims data information, eligibility information,
medical data, and other health data, in a de -identified and/or aggregated format for research,
profiling, benchmarking (including to enable Vendor to compare against other drug population
sets), trends, cost, other internal analyses and comparisons, clinical, safety, and/or other business
purposes of Vendor to improve programs and Services for City and/or other Vendor customers or
future customers, in all cases subject to applicable Law (including HIPAA). Vendor shall retain
full ownership rights over all resultant data. Notwithstanding anything else in this Agreement,
Vendor will not sell any Protected Health Information to any third party.
6. Audits.
6.1 Right to Audit. Vendor agrees that City will once each Contract Year during the Term
of this Agreement and for one (1) year after termination, have access to and the right to examine at
reasonable times (excluding Vendor's designated black -out period) any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records, of Vendor
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involving transactions directly relating Service and billings under this Agreement at no additional
cost to City. Vendor agrees that City will have access during normal working hours to all reasonably
necessary Vendor facilities and will be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. Audits shall be conducted without
undue interference to Vendor's business activity, in observance of Vendor's client audit policy,
which will be provided upon request. City will give Vendor at least thirty (30) days advance notice
of intended audits. Such notice shall be sent to City's designated account manager with a copy to
PBMClientAudit@rightwayhealthcare.com. The notice shall provide sufficient detail regarding
the intended scope of the audit, auditor contact information, time period being audited, list of
requested Vendor deliverables (including data), and audit project plan. Audits shall be limited to
the transactions occurring during the Term of this Agreement over the three (3) year period
immediately preceding such audit, provided that audit period for guarantee audits must represent a
complete Contract Year. City will designate an independent external auditor i.e. "Auditor" to
conduct or assist with the audit that does not have a conflict of interest with Vendor and/or is not
otherwise prohibited by Vendor. Auditor shall execute Vendor's standard non -disclosure
agreement prior to disclosure of any confidential information. For the avoidance of doubt, Auditor
shall not be entitled to audit Vendor's vendors, Manufacturers, Rebate Aggregator, pharmacies, or
other providers of Services hereunder, however, Auditor will be provided access to relevant
business records (e.g. rate sheets, contract provision excerpts, policies and procedures, invoices,
etc.) reasonably necessary to conduct the audit. Any release to the other party of records,
deliverables, data and other information reviewed during such audit, whether electronically or in
any other mutually agreeable format, will be in accordance with the terms of this Agreement and
applicable Law. Notwithstanding the foregoing, Vendor acknowledges that certain Laws will
govern audits conducted by regulatory agencies with jurisdiction over City's Plan.
6.2 Audit Findings. City or Auditor will provide Vendor with a copy of the audit
report. If the audit report reveals a discrepancy, then City or Auditor shall provide Vendor with
reasonable detail for the basis of such discrepancy and identify the version of the files/data
exchanged that are the basis for the finding (including the date the file/data was provided) and
Vendor will have thirty (30) days to respond and fifteen (15) days to provide subsequent
clarifications and follow ups. In the event Vendor objects to the audit findings, the parties shall
use reasonable efforts to resolve any discrepancies, and such resolution agreed to by the parties
shall be final, binding, and conclusive upon the parties. If City fails to dispute Vendor's objection
within thirty (30) days of receipt of the notice of objection, City shall be deemed to have accepted
Vendor's objection and the audit findings as resolved per the objection shall be final, binding, and
conclusive upon the parties. If a discrepancy reveals that a party owes the other party money, the
party owing such amounts shall pay the amounts due to the other party within thirty (30) days of
the delivery of the conclusive audit findings.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondent superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
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officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE TO CITY
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL VENDOR INDEMNIFICATION - HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD
PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
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restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontractors. Vendor may use its affiliates and/or subcontractors to perform
Vendor's Services under this Agreement. Vendor will be responsible for those Services under this
Agreement to the same extent that Vendor would have been had it performed those Services without
the use of an affiliate or subcontractor. Upon request, Vendor will provide City with a list of its
subcontractors and give City access to subcontractor agreements pursuant to City's audit rights
under Section 6 of this Agreement.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(b) Professional Liability (Errors & Omissions):
$2,000,000 - Each Claim Limit
$4,000,000 - Aggregate Limit
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Professional Liability coverage may be provided through a separate policy specific
to Professional E&O.. Professional Liability Coverage must be claims -made and
maintained for the duration of the contractual agreement and for two (2) years
following completion of services provided. An annual certificate of insurance must
be submitted to City to evidence coverage.
10.2 General Requirements
(a) The Professional Liability policies must name City as an additional
insured thereon, as its interests may appear. The term City includes its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Each party agrees that in
the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation. In the event of any change in Law, including any judicial or administrative
interpretation thereof, which materially alters the rights, duties, obligations or cost of performance of either
party under this Agreement, the parties will work in good faith toward mutually acceptable modifications
of this Agreement, which may include, but are not limited to, changes in benefit design and drug coverage.
To the extent that these modifications agreed to by the parties vary the cost of performance, the parties will
negotiate in good faith toward the adjustment of the administrative charges to reflect this variation. If City
and Vendor have worked in good faith, but are unable to agree upon mutually acceptable modifications,
then either City or Vendor may terminate this Agreement upon not less than sixty (60) days' prior written
notice.
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The parties acknowledge and agree that with respect to certain lines of business and/or types of
plans, programs, and/or products, additional and/or different regulatory provisions may be required
under this Agreement. The parties agree to those additional and/or different regulatory provisions
applicable hereunder as set forth in Exhibit D (Regulatory Addenda), each of which is incorporated
into the Agreement by this reference (the "Regulatory Addenda"). Upon written notice, the
Regulatory Addenda may be modified from time to time by RIGHTWAY for compliance with
Law. In the event of a conflict between the applicable regulatory requirements contained in Exhibit
D (Regulatory Addenda) and the remainder of this Agreement, the applicable provisions of the
regulatory requirements contained in Exhibit D (Regulatory Addenda) shall control if and to the
extent required by Law.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM PURSUANT TO THE TERMS OF SECTION 8 OF THIS AGREEMENT.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows. A party may change its address and information for receipt of such notice by
providing written notice to the other party as specified herein.
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
Email: Dianna.giordano@fortworthtexas.gov
To VENDOR:
Rightway Healthcare, Inc.
Jordan Feldman, CEO
228 Park Ave.
S PMB 42634
New York, NY 10003
Email: jordan(a�riahtwayhealthcare.com
With copy to Fort Worth City Attorney's Office at With copy to
same address PBMContracting@rightwayhealthcare.com
14. Solicitation of Employees. Neither City nor Vendor will, during the Term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the Term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation
is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the party not claiming the Force Majeure
event, in its reasonable discretion. The notice required by this section must be addressed and delivered in
accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or its Exhibits.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
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one and the same instrument.
24. Warranty of Services. Vendor will perform the Services described in this Agreement in
accordance with the practices and standards generally established and accepted in the pharmacy benefits
management industry. Except as expressly set forth herein, Vendor makes no representation or warranty of
any kind whatsoever, express or implied, and expressly disclaims any and all such warranties, including,
but not limited to, any implied warranties of merchantability or fitness for a particular purpose, and non -
infringement and implied warranties arising from course of dealing or course of performance. City must
give written notice of any breach of this warranty within thirty (30) days from the date that the Services are
completed. In such event, at Vendor's option and as mutually agreed to by the parties, Vendor may either
(a) use commercially reasonable efforts to re -perform the Services in a manner that conforms with the
warranty, (b) refund the fees paid by City to Vendor for the nonconforming Services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the Services provided under this Agreement (collectively, "Work Product"). Further,
City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other
proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of
City from the date of conception, creation or fixation of the Work Product in a tangible medium of
expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a
"work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent
such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of
the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title
and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent,
trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further
consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of a party. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
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changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement, including the Business Associate Agreement
incorporated herein as Exhibit C, and any other documents referred to herein and attached hereto, contains
the entire understanding and agreement between City and Vendor, their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement. This Agreement is
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not intended, and shall not be construed, to create a third -party beneficiary rights in any person, including,
but not limited to, any pharmacy or other provider or Eligible Person.
(signature page follows)
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CITY OF FORT WORTH:
Dianna Giordano (Apr 22, 2026 13:28:56 CDT)
By:
Name:
Title:
Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By:
Name:
Title: Director
ATTEST:
By:
Name:
Title:
City Secretary
VENDOR:
Rightway Healthcare, Inc.
Signed by:
By• &AE&84FeEA658423
Name: Jordan Feldman
Title: CEO
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: Job e Hinton (Apr 21, 20 6 09:55:06 CDT)
Name:
Title: Assistant Director
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title:
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 25-0845
Form 1295: On M&C
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EXHIBIT A
SCOPE OF SERVICES
A. DEFINITIONS. All capitalized terms used within this Agreement, including all exhibits and
attachments, shall have the meaning provided in Attachment A-1 (Definitions) to this Exhibit A (Scope of
Services),or as otherwise defined herein, including their single and plural forms.
B. CLIENT RESPONSIBILITIES.
Section 1. Implementation Information. Client and its designated third -party service provider, will
cooperate with RIGHTWAY in completing implementation form(s) in a mutually agreeable format, which
contain Client information related to benefit structure, system requirements, operational requirements,
Services selected, Plan Documents, Eligibility Files, and/or other information required by RIGHTWAY
with respect to Services to be provided hereunder. Client shall promptly review and confirm that the
information on the implementation form(s) is accurate and complete and notify RIGHTWAY in writing of
any errors and/or inaccuracies on the implementation form(s) within the earlier of thirty (30) days from
receipt of the implementation form or thirty (30) days prior to the proposed implementation date, otherwise
all information contained therein will be deemed accurate, complete, and acceptable to Client, and
RIGHTWAY shall have the right to rely on all such information contained in the implementation form(s).
Failure of Client to sign the implementation form(s) confirming its accuracy does not alter RIGHTWAY's
right to rely on the information contained therein and does not relieve Client of its responsibility for
notifying RIGHTWAY in writing of any errors or inaccuracies in the implementation form(s).
RIGHTWAY shall provide assistance to Client in effecting a transition from Client's prior pharmacy benefit
manager, including, but not limited to, the transition of all data, records and systems necessary to obtain
the benefit of the Services in accordance with the terms of this Agreement.
Section 2. Plan and Other Information. Client and its designated third -party service provider agrees to
provide RIGHTWAY all information reasonably required by RIGHTWAY to fulfill its duties and
obligations under this Agreement. Client represents and warrants that all information provided shall be
true, accurate and complete and consistent with the Plan benefits available to Eligible Persons. Client
acknowledges and agrees that RIGHTWAY and the Participating Pharmacies may rely on the accuracy and
completeness of all information provided by Client, in providing Services hereunder.
Section 3. Plan Documents. Client or the designated service provider will provide RIGHTWAY with all
required Plan Documents, including a current and accurate copy of the summary plan description ("SPD")
provided to Eligible Persons describing the terms and conditions of coverage offered under the Plan, in an
accurate, correct, and timely manner as required by RIGHTWAY. RIGHTWAY shall use such Plan
Documents information for purposes of administering the prescription drug program for Client under this
Agreement. Client shall provide RIGHTWAY with advance written notice of any changes to the Plan and/or
Plan Documents that affect the Services provided under this Agreement within a reasonable period of time
prior to the effective date of the change to allow RIGHTWAY to determine if such change will alter the
Services RIGHTWAY provides under this Agreement. Any change in the Services to be provided by
RIGHTWAY under this Agreement which would be caused by any such changes must be mutually agreed
to in writing prior to implementation of such change. RIGHTWAY will notify Client if (i) the change
increases RIGHTWAY's cost of providing Services under this Agreement; or (ii) RIGHTWAY is
reasonably unable to implement or administer the change. The parties shall negotiate in good faith any new
fees that may be required to implement and/or administer the Plan change. If RIGHTWAY notifies Client
that RIGHTWAY is unable to reasonably implement or administer the change, RIGHTWAY shall have no
obligation to implement or administer the change. RIGHTWAY shall not be liable for any Client caused
inaccuracies and/or mistakes in the Plan Documents.
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Section 4. Eligibility. Client or its designated third -party service provider will prepare, maintain, and
update the Eligibility File, which shall be accurate and provided to RIGHTWAY on a real time basis and
in the 834 format unless otherwise mutually agreed. RIGHTWAY will use commercially reasonable efforts
to test and load Eligibility Files within twenty-four (24) hours of receipt, provided that such files are
received in the agreed -upon format and transmission method. Client shall have no liability for Claims
improperly adjudicated as eligible after this twenty-four (24) hour period, except to the extent such
improper adjudication resulted from: (i) incomplete, inaccurate, or untimely Eligibility Files provided by
Client or its designees; (ii) system outages or errors outside of RIGHTWAY's reasonable control; or (iii)
corrections or resubmissions initiated by Client. RIGHTWAY shall have the right to rely upon any written
documented communication from Client, its designated employees, agents, or authorized representatives.
If Client retroactively changes an Eligible Person's status under the Plan, Client shall be responsible for
payment of all Claims related to such Eligible Person that are processed prior to RIGHTWAY processing
the notification of the retroactive eligibility.
Section 5. Eligible Person Authorizations, Consents, and Notices. Client represents and warrants that
it has or shall obtain the Eligible Persons' consents and/or authorizations required, if any, for RIGHTWAY
to provide the Services and for the use and disclosure of information, including PHI, as permitted under
this Agreement. Client acknowledges and agrees that it is responsible for disclosing to Eligible Persons all
benefit information legally required to be disclosed, including information related to the calculation of Cost -
Sharing Amounts; coverages and exclusions; eligibility requirements; and Rebates it receives in connection
with this Agreement. Client will provide Eligible Persons the information and documents they need to
obtain benefits under the Plan within a reasonable period of time before coverage begins. In the event this
Agreement is terminated, Client will notify all Eligible Persons that the Services RIGHTWAY is providing
under this Agreement are discontinued.
Section 6. Client's Authority Over Plans. Insofar as a provision in this Agreement relates or pertains to
Plan administrative functions, "Client" references shall be deemed to refer to the Plan or, as context dictates,
the Administrator of the Plan acting on behalf thereof. Insofar as a provision of this Agreement relates or
pertains to Plan settlor functions, including but not limited to payment for services provided to, for and on
behalf of the Plan, "Client" references shall be deemed to refer to Client. RIGHTWAY does not underwrite
or insure any liability of Client in connection with its prescription drug benefits and is not the Plan
Administrator of the Plan. Any references in this Agreement to RIGHTWAY "administering the Plan" are
descriptive only and do not confer upon RIGHTWAY other than certain agreed upon claim administration
duties. Client accepts total responsibility and final authority for the Plan for purposes of this Agreement
including its benefit design, the legal sufficiency and distribution of SPDs, its own activities and duties
(such as it duties as Plan Administrator), and compliance with any Laws that apply to Client or the Plan,
whether or not Client or someone Client designates is the Plan Administrator. Unless otherwise stated in
this Agreement, Client and/or Plan Administrator, or its delegate (excluding RIGHTWAY) retain the sole
and absolute authority to design, amend, terminate, or modify, in whole or in part, all or any portion of the
Plan, including the sole authority to control and administer the Plan and any assets of the Plan. Client and/or
Plan Administrator, or its delegate (excluding RIGHTWAY) shall also have complete discretionary,
binding, and final authority to construe the terms of the Plan, to interpret ambiguous Plan language, to make
factual determinations regarding the payment of Claims or provision of benefits and to review denied
Claims and to resolve complaints by Eligible Persons, except to the extent that RIGHTWAY provides such
Services under this Agreement. RIGHTWAY and Client acknowledge and agree that RIGHTWAY shall
not be delegated discretionary authority or responsibility, or exercise discretionary authority or control,
with respect to the Plan or its administration, except as related to claims and appeals administration as
provided in this Agreement. Nothing in this Agreement is intended by the parties, or shall be construed, to
confer upon RIGHTWAY the status of a fiduciary of Client or any benefit plan maintained by Client as
"Plan fiduciary" is defined under applicable Law, except as related to claims and appeals administration as
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provided in this Agreement. Client will not identify or represent RIGHTWAY as a Plan Administrator or
a named fiduciary of Client's Plan as those terms are used in state or federal Law, except as related to claims
and appeals administration as provided in this Agreement. The Client represents and warrants that the Plan
has the authority to pay fees due under this Agreement. RIGHTWAY will have no final discretionary
authority over or responsibility for the administration of the Plans, except as related to claims and appeals
administration as provided in this Agreement. Further, RIGHTWAY will have no responsibility for (i) any
funding of Covered Products; (ii) any insurance coverage relating to Client, the Plans, or the Eligible
Persons; or (iii) the nature or quality of professional health services rendered to Eligible Persons.
Section 7. Exclusivity. During the Term of this Agreement, Client agrees that RIGHTWAY shall be the
exclusive provider to the enrolled Plans of the Client of the Services set forth in this Agreement. Client
acknowledges and agrees that it will not provide, directly or indirectly, or engage any pharmacy benefit
manager or other third party, to provide to Client or Plan any Service that RIGHTWAY provides to
Client or Plan, or that is similar to one of the Services provided by RIGHTWAY, including without
limitation, retail pharmacy network contracting, pharmacy claim's processing, mail and specialty
pharmacy services, and formulary and rebate administration services. Client acknowledges and agrees
that a breach of this section shall be deemed a Material Breach of this Agreement and shall entitle
RIGHTWAY to modify pricing terms of this Agreement. The parties acknowledge and agree that Client
may elect, upon one hundred and twenty (120) days prior written notice to RIGHTWAY, to contract directly
for Specialty Drug services and RIGHTWAY agrees to include Client's designated Specialty Pharmacy for
claims processing under this Agreement; provided that Claims processed through such arrangement will be
excluded from all financial guarantees (AWP Discount, Dispensing Fee, and Minimum Rebate Guarantees)
under this Agreement and if such arrangement materially impacts RIGHTWAY's ability to meet the
existing financial guarantees ((AWP Discount, Dispensing Fee, and Minimum Rebate Guarantees) the
parties will negotiate in good faith to equitably adjust the affected guarantees.
Section 8. Review of Reports, Statements, and Invoices. Upon receipt from RIGHTWAY of reports,
statements, and invoices by Client or its designee(s), Client shall be responsible for promptly reviewing and
confirming that the reports, statements, and invoices are accurate and complete and for promptly notifying
RIGHTWAY in writing of any errors or objections to such reports, statements, and/or invoices. Unless
Client notifies RIGHTWAY in writing of any errors or objections within thirty (30) days from receipt of
such report, statement, and/or invoice, all the information contained therein will be deemed accurate,
complete, and acceptable to Client, and thereafter RIGHTWAY shall have the right to rely on all such
information. This section does not supersede Client's audit rights as described in Section 6 (Audits).
Section 9. Escheat. Client is solely responsible for complying with all applicable abandoned property or
escheat Laws, making any required payments, and filing any required reports. To assist the Plan in its
determinations regarding escheat of unclaimed Claims payments, RIGHTWAY agrees to use commercially
reasonable efforts to identify and report back to Client any Claims payments that have been issued by
RIGHTWAY in the form of a check but which have remained outstanding and unclaimed (not presented
for payment and paid by the payor bank) for a period longer than a mutually agreeable time period.
C. RIGHTWAY RESPONSIBILITIES. RIGHTWAY may make non -material changes to the Services
set forth in this Agreement from time to time provided such changes do not materially alter any of the
provisions of this Agreement and do not cause an increase in cost to Client or Eligible Persons.
Section 1. Implementation Services. RIGHTWAY will assign designated personnel to Client in order to
implement the Services provided under this Agreement. The RIGHTWAY implementation team will
facilitate the implementation of all aspects of the Client pharmacy benefit program and will provide Client
the following standard implementation services: (a) loading Eligibility Files; (b) encoding Client's Plan
Documents within the RIGHTWAY information services and Claims processing systems; (c) creating and
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encoding Client's Plan Documents within the Participating Pharmacy network active in the RIGHTWAY
system; (d) initiating for Client a standard reporting package, without modification, from RIGHTWAY's
standard report library; (e) implementing standard RIGHTWAY system edits; (f) development of standard
identification cards with RIGHTWAY logo for digital use, or providing processing information needed by
Client for production of a combined identification card by Client; (g) enabling Client's connectivity through
a virtual private network or file transfer protocol to RIGHTWAY's system; (h) implementing standard Prior
Authorization guidelines required by Client (when Prior Authorization services are purchased without
customization); (i) producing standard Prior Authorization letters, from RIGHTWAY's standard library
(when Prior Authorization services are purchased without customization); and (j) launching email
activation campaign to Eligible Persons to facilitate use of RIGHTWAY app.
Section 2. Client Services. RIGHTWAY will assign to Client and Plans an account manager to direct
Client's pharmacy benefit program following implementation. The account manager will work with Client
to facilitate quarterly meetings (or more frequently if requested by Client) either onsite at Client's
designated location or virtually (as elected by Client), to review and analyze Claims data, financial
outcomes and projected future costs, recommendations to enhance the Plan benefits, and provide Plan
modeling as reasonably requested. The account manager, assisted by pharmacists and other RIGHTWAY
personnel, will respond to general inquiries and requests from Client's benefit group and will provide
general support and consultative services related to Plan design, Covered Products utilization and charges,
Participating Pharmacy network changes, Eligible Person communications and Formulary management and
support. The account team will also track Eligible Person issues and report such issues back to Client,
identifying the issue, research, and remediation. RIGHTWAY will provide at least thirty (30) days prior
written notice of a change to the account manger for reasons other than employee termination.
RIGHTWAY agrees to participate in up to five (5) benefit fairs per calendar year onsite at Client's
designated location(s) and provide promotional materials for each benefit fair at no additional charge to
Client. Attending personnel will have reasonable knowledge of Client's Plan.
Section 3. Call Center Services. RIGHTWAY will maintain call centers, which will be accessible through
a toll -free telephone line, responsible for responding to inquiries from Participating Pharmacies, other
providers, and Eligible Persons regarding the Services provided by RIGHTWAY under this Agreement.
The call center system will track and record all Eligible Person calls and RIGHTWAY will provide Client
a report identifying such calls, including the reason for the call. Call center personnel will respond to
questions related to eligibility of individuals, Plan Documents, Cost -Sharing Amounts, maximum benefit
status, direct reimbursement, and in the case of Participating Pharmacies, online adjudication
instruction. RIGHTWAY customer service will be available twenty-four hours a day, seven days a week,
365 days a year. RIGHTWAY reserves the right to change such hours of operation and RIGHTWAY shall
notify Client and the Participating Pharmacies prior to any such changes, provided that any such changes
will comply with applicable Law.
Section 4. Eligible Person Materials. Upon Client request and as documented in the Plan benefit
summary document executed by the Client, RIGHTWAY will provide customized identification cards and
welcome packets, including the Client's official logo on the front of all materials, in accordance with the
fees outlined in Attachment B-1 (Administrative Services Fee Schedule), unless provided by a third party
designated by Client or by Client directly. If Client elects to use a third party to provide the identification
card or to provide it directly, the cost will be the responsibility of the Client.
Section 5. Pharmacy Network. RIGHTWAY will provide a network of Participating Pharmacies
including Retail Pharmacies, Mail Service Pharmacies, and Specialty Pharmacy Participating Pharmacies,
that will perform pharmacy services for Eligible Persons according to their Participating Pharmacy
agreement. Although the composition of the Participating Pharmacy network may change due to the
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addition or withdrawal of specific Participating Pharmacies, RIGHTWAY will use commercially
reasonable efforts to ensure that the network includes Participating Pharmacies such that the network will
provide reasonable access and availability to the Eligible Persons; provided that RIGHTWAY does not
guarantee the number of Participating Pharmacies in the network. If Client requests that RIGHTWAY
encourage a pharmacy to become a Participating Pharmacy by offering such pharmacy reimbursement rates
that exceed the rates set forth in Attachment B-2 (Pharmacy Pricing and Rebates), then RIGHTWAY shall
use such revised reimbursement rates for such pharmacy; provided, however, RIGHTWAY may refuse to
add pharmacies to its network if they do not meet RIGHTWAY's minimum credentialing criteria or are
owned by, or under common control with, a direct competitor of RIGHTWAY. RIGHTWAY does not
employ Participating Pharmacies, and they are not RIGHTWAY's agents or partners. Additionally, at
Client's request RIGHTWAY can implement a custom network to exclude a Participating Pharmacy on
ninety (90) days written notice, at no additional charge to Client. Participating Pharmacies participate in
RIGHTWAY's pharmacy networks only as independent contractors. Participating Pharmacies and Eligible
Persons are solely responsible for any health care services rendered to Eligible Persons. RIGHTWAY is
not liable for the acts or omissions of any provider or facility rendering services. Participating Pharmacies
will be provided with information concerning drug interaction, safety edits, and generic substitution and
therapeutic intervention programs. Providers are individually responsible for acting or not acting upon
information generated and transmitted and for performing Services in each jurisdiction consistent with the
scope of their licenses. These drug utilization review services are necessarily limited by the amount, type,
and accuracy of Eligible Person information made available to RIGHTWAY.
(a) Listing of Participating Pharmacies. RIGHTWAY will make available an up-to-date list of
Participating Pharmacies in its network on-line via its website. In addition, RIGHTWAY shall make printed
versions of the list of Participating Pharmacies or relevant portions of the list available upon request to
Eligible Persons through its Customer Service Call Center representatives.
(b) Mail Service Pharmacy. RIGHTWAY will provide Client a mail service program through
which the Mail Service Pharmacy will fill prescriptions for Eligible Persons and will mail such prescriptions
to Eligible Persons subject to the terms set forth in Attachment B-2 (Pharmacy Pricing and Rebates).
(c) Specialty Pharmacy. RIGHTWAY will provide Client a Specialty Pharmaceuticals program
which provides a distribution channel for certain Covered Products that are Specialty Pharmaceuticals. The
Specialty Pharmacy will dispense Specialty Pharmaceuticals to Eligible Persons subject to the terms set
forth in Attachment B-2 (Pharmacy Pricing and Rebates).
(d) Ninety Day at Retail. RIGHTWAY will quote a limited ninety (90) day at retail network
upon Client's request. Client is responsible for complying with all applicable Laws and regulations, for
making any appropriate notifications to its Eligible Persons concerning the ninety (90) day at retail program,
and for making any appropriate changes to its Eligible Person materials to reflect Client's participation in
the ninety (90) day at retail program.
(e) Pharmacy Audits. RIGHTWAY shall maintain a pharmacy audit program, the criteria of
which may be amended from time to time. Participating Pharmacy audits may be conducted by
RIGHTWAY's internal auditors or its outside auditors at the Participating Pharmacy or at RIGHTWAY by
a review of electronically submitted Claims. Client acknowledges and agrees that RIGHTWAY may, but
is not required to, initiate any collection action to collect any audit discrepancies. In the event RIGHTWAY
does initiate a collection action against a Participating Pharmacy for any audit discrepancy, RIGHTWAY
may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such
action. Such expenses will be allocated among RIGHTWAY's affected or impacted customers on a prorated
basis against the amount of the recovery. RIGHTWAY's obligation to conduct audits and to attempt
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collection and reconciliation, as described, shall be RIGHTWAY's sole obligation with respect to
remedying audit discrepancies.
Section 6. Claim Processing.
(a) General. RIGHTWAY will process Claims with dates of fill on or after the Effective Date,
through and including Claims with dates of fill prior to the termination of this Agreement. Provided that
the Eligibility Files and Plan Documents information received from Client conforms with RIGHTWAY's
specifications for such information and is provided at least two (2) Business Days prior to being effective,
RIGHTWAY will process all Claims according to the Prescription Pricing Schedule in Attachment B-2
(Pharmacy Pricing and Rebates), Client's Eligibility Files, Plan Documents, HIPAA-required transaction
code sets, in compliance with the procedures and timeframes specified under applicable U.S. Department
of Labor regulations and applicable regulations under the ACA, as may be updated from time to time.
RIGHTWAY shall make final decisions on Claims and appeals relating to Services under this
Agreement, which decisions shall be final and binding on all Plan participants. The Plan Administrator
hereby delegates to RIGHTWAY discretionary authority to determine entitlement to benefits under the Plan
for each Claim and/or appeal received, including discretionary authority to interpret and construe the terms
of the Plan, and RIGHTWAY agrees to undertake such duty.
(b) Government Agency Submitted Claims. Government Agencies may submit Claims for, on
behalf of, or in the name of Eligible Persons. RIGHTWAY will process and pay these Claims on behalf of
Client consistent with the terms of this Agreement. Any amounts payable to a Government Agency will be
deemed Covered Products under the Plan. Government Agencies may also submit requests for Eligible
Persons lists to RIGHTWAY and, Client agrees that RIGHTWAY may submit Eligible Person information
to the Government Agencies in response to such requests or allow Government Agencies to have electronic
access to such lists, under a data use agreement. Eligible Person lists may include up to three (3) years of
eligibility data or such longer time required by Law. Notwithstanding any other provision of this
Agreement, Client acknowledges and agrees that when processing Government Agency submitted Claims,
Client and Plan requirements may not apply (e.g., statutory time frames for submission of Claims may
exceed Client specified time frames; days' supply limitations may not apply; Prior Authorization
requirements may not apply). Client agrees that any Claims that are received after the termination or
expiration of this Agreement, but filled prior to the termination or expiration, shall be processed as agreed
to under this Agreement for the duration of the applicable Claims Run -Out period agreed to by the parties
(as applicable) and thereafter shall be returned to the submitter with notice to submit to Client for
processing. RIGHTWAY will not process Claims that predate this Agreement. In all other respects, these
Claims shall be payable by Client as all other Claims are under this Agreement.
(c) Direct Reimbursement Claim. Upon request, RIGHTWAY will provide an Eligible Person
and Participating Pharmacies with a RIGHTWAY-approved Claim form that must be used when submitting
a Direct Reimbursement Claim for Covered Products. Eligible Persons will use the form when requesting
reimbursement for Covered Products provided by a Participating or Non -Participating Pharmacy. When
such a Claim is submitted on the approved form, RIGHTWAY will process the Claim according to the Plan
Documents and in the amount approved by the Client for payment.
(d) Coordination of Benefits. RIGHTWAY's Coordination of Benefits ("COB") process
manages and administers Coordination of Benefits at the point of sale as mutually agreed upon and reliant
upon a COB indicator provided to RIGHTWAY by Client on the Eligibility File. RIGHTWAY does not
assume responsibility for establishing Coordination of Benefits filing order for subsequent coverages, nor
responsibility for Coordination of Benefits investigational efforts, subrogation, or coordination with
Worker's Compensation.
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Section 7. Electronic Prescribing. RIGHTWAY will provide its standard e -prescribing program,
providing for a real time electronic interface to allow e -prescribing. E -prescribing connectivity vendors are
independent third -party contractors and are not employees, subcontractors, or agents of RIGHTWAY.
RIGHTWAY shall have no liability for a claim resulting from any act or omission of a connectivity vendor,
physician, or physician software vendor or the services such party provides.
Section 8. Standard PBM Reports/Tools. RIGHTWAY shall prepare and deliver to Client core reports
no later than thirty (30) days from the close of the month or quarter, as applicable. Client will receive
RIGHTWAY's Standard Report Package. RIGHTWAY Standard Report Package will include reports
generally available to RIGHTWAY's clients, with information reasonably necessary for Client to manage
and oversee its Plan. Additional, ad hoc, or customized reports shall be quoted upon request and the parties
will negotiate in good faith to agree on a due date for any such report report(s).
Section 9. Data Services. RIGHTWAY will deliver the following data services to Client, in conjunction
with the assistance of Client or Client Service Provider as mutually agreed upon and subject to Exhibit A,
Section D.5 of this Agreement.
(a) Accumulator File (deductible & MOOP). At no cost to Client, upon at least one hundred
and twenty (120) days advance notice, RIGHTWAY will coordinate and integrate with a single Client
Service Provider (e.g. TPA or medical carrier) by providing Client Service Provider with near real time
data reasonably necessary for Client to manage Eligible Person's deductible and MOOP on behalf of the
Plan in the RIGHTWAY standard file format, or as mutually agreed upon otherwise ("Accumulator File").
The Accumulator File will be provided to Client Service Provider in the distribution method and frequency
mutually agreed upon by RIGHTWAY and Client Services Provider during integration. Any changes
requested by Client or Client Service Provider to the Accumulator File, frequency, or distribution method
shall be provided to RIGHTWAY in writing and will be subject to RIGHTWAY approval.
(b) Claim Data. Beginning thirty (30) days after Client's go -live date, RIGHTWAY will provide
Client and up to six (6) Client Service Providers with an electronic file in RIGHTWAY's standard format
and distribution method of all Paid Claims for the Client prescription drug program on a mutually agreed
to time frame. This Claim file will include all necessary fields consistent with the industry wide NCPDP
file layout standard and all financial components necessary for performing annual financial performance
reconciliations on Client's behalf. RIGHTWAY will post an electronic Claim file to Prism's (Client
Service Provider) designated data file transfer site daily in RIGHTWAY's standard file layout.
(c) RIGHTWAY Consumer Engagement Mobile Application. RIGHTWAY will make
available to Eligible Persons that have completed the standard registration process the RIGHTWAY mobile
application which will include at a minimum access to navigators and digital identification card.
(d) RIGHTWAY Consumer Engagement Web Application. RIGHTWAY will maintain a
standard web -based application for RIGHTWAY's book of business including their members will have
access to general RIGHTWAY information such as Formulary and Participating Pharmacy listings.
Section 10. Clinical and Other Services. RIGHTWAY will provide Client's Plan and its Eligible
Persons certain clinical and ancillary services to facilitate Eligible Persons' appropriate utilization of
Covered Products.
(a) Standard Clinical Programs. RIGHTWAY's standard clinical programs may include the
following offerings.
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(i) Concurrent Drug Utilization Review. Participating Pharmacies will be provided with
information concerning drug interaction, safety edits, and generic substitution and therapeutic intervention
programs. Providers are individually responsible for acting or not acting upon information generated and
transmitted and for performing Services in each jurisdiction consistent with the scope of their licenses.
These drug utilization review services are necessarily limited by the amount, type, and accuracy of Eligible
Person information made available to RIGHTWAY.
(ii) Retrospective Drug Utilization Review. RIGHTWAY will retrospectively review
previously approved Claims for potential fraud or abuse, and clinical appropriateness. RIGHTWAY will
analyze Eligible Persons' drug profiles and review one or more specific therapeutic categories or issues.
Automatic algorithms will be employed to identify Eligible Persons receiving the profiling and targeted
drug therapy. RIGHTWAY also will contact Practitioners and Participating Pharmacies as needed to
discuss therapeutic issues and to offer suggestions for alternative therapy.
(iii) Treatment Alternatives. Client agrees that consistent with the HIPAA Privacy Rule
and applicable Law, RIGHTWAY may contact Eligible Persons to provide refill reminders or information
about treatment alternatives, including, but not limited to, Brand and Generic Covered Products, or other
health -related benefits and services that may be of interest to such Eligible Persons. In connection with
these services, RIGHTWAY also may provide Participating Pharmacies and Practitioners information,
electronic messaging, and communications about such alternatives and services. Client further agrees that
Participating Pharmacies and Practitioners may contact Eligible Persons regarding refill reminders or
information about treatment alternatives, provided that such action is not inconsistent with applicable
medical standards of care or any limitation imposed by applicable Law.
(iv) Prior Authorizations. RIGHTWAY will provide Client with Prior Authorization
/step therapy services.
(v) Quantity Limits. RIGHTWAY will provide Client with quantity limit services.
(vi) Formulary Management. RIGHTWAY shall provide a recommended drug
Formulary to Client and Client hereby adopts, as part of the Plan design and as Client's formulary, such
Formulary (as amended from time to time). Client agrees to implement, administer, and cooperate with
RIGHTWAY and to facilitate Eligible Persons' utilization of the Formulary. Notwithstanding anything to
the contrary in the Agreement, Client hereby authorizes RIGHTWAY to implement Prior Authorizations,
step therapy edits, and quantity limits under the Formulary. RIGHTWAY may communicate with Eligible
Persons, Participating Pharmacies, and Practitioners regarding the Formulary. Such communications may
include, but are not limited to (a) pre -implementation letters to Eligible Persons targeting prescription drugs
that are no longer covered by the Formulary or that may require a generic product to be tried prior to the
brand product, (b) post -implementation letters sent to impacted Eligible Persons alerting them of any
Formulary changes, and (c) notification letters to Practitioners identifying the drugs available on the
Formulary.
(vii) Formulary Support Programs. RIGHTWAY will offer Client Formulary support
programs intended to assist in the transition of Client's Eligible Persons from their current drug utilization
mix to a new mix of utilized products that are therapeutically equivalent and are better aligned with the
RIGHTWAY Formulary.
(viii) Appeals. RIGHTWAY will provide Client Plan's with an appeals program as
follows (the "Appeals Program"):
(1) First Level Appeals: RIGHTWAY shall be responsible for conducting appeals
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relating to prescription drug benefit determinations (as related to Claim adjudication). Such reviews will be
based on the Plan Documents with respect to coverage of prescription drug benefits only and shall not
include a review of medical necessity as may be defined under the terms of the Plan;
(2) Medical Necessity Reviews: RIGHTWAY may contract with an independent
vendor or vendors for the processing of appeals resulting from a denial of authorization of pharmacy
benefits where the Eligible Person is entitled to obtain a review of the denial by an independent physician
specialist. Such appeals process shall in compliance with the procedures and timeframes specified under
ERISA and the Appeals Program. The decision of the independent vendor shall be final, subject to external
review below, or available judicial review only for abuse of discretion; and
(3) External Reviews: RIGHTWAY shall contract with independent review
organizations to provide external review of benefit determinations that are subject to external review under
ACA. The decision of the independent review organization shall be fmal and binding on the Plan and
Eligible Person, subject only to any judicial review.
(ix) Treatment Decisions. Client Plan's acknowledges that the decisions, in all
circumstances, to prescribe and dispense any prescription drug shall be made solely by the prescribing
physician or health care provider and the dispensing pharmacist, respectively.
(x) Drug Interchange Programs. RIGHTWAY may implement drug interchange
program(s) for selected prescriptions, under which Practitioners may be contacted to obtain approval for
the drug interchange.
(b) Care Complete Specialty Programs. Upon Client's election, RIGHTWAY will provide
Eligible Persons access to a RIGHTWAY pharmacist who will provide coverage, financial assistance and
clinical support specific to Specialty Drugs as well as coordination of fulfillment of such Specialty Drugs
with the Specialty Pharmacy. The program includes two levels of support as follows:
(i) Care Complete Specialty - Basic. Upon Client's election of the Care Complete
Specialty — Basic program, RIGHTWAY will assist Eligible Persons in accessing publicly available
Specialty Drug copay assistance, when available, for their Cost -Sharing amount. RIGHTWAY will also
manage the claim adjudication process.
(ii) Care Complete Specialty - Enhanced. Upon Client's election of the Care Complete
Specialty — Enhanced program which includes enrollment in the Care Compete Specialty - Basic program,
RIGHTWAY will assist Client by identifying additional Specialty Drug alternative funding programs and
provide Client with the coverage support needed to enable those Eligible Persons that may meet the
financial requirements access to such programs as well as assist Eligible Persons who may be eligible in
the enrollment process.
(c) Care Complete Diabetes Program. Upon Client's election and Eligible Person's enrollment
in the Care Complete Diabetes program, a licensed pharmacist will assess enrolled Eligible Person's
diabetes status and work with both Eligible Person and Eligible Person's physician to determine if
medication adjustment is needed.
(d) Additional Services. In the event that Client requests RIGHTWAY to provide services other
than those described herein including, but not limited to, special research projects, reports, consultative
services (e.g., HIPAA compliance consultation), RIGHTWAY system changes to accommodate changes in
Client's pharmacy program or system, or other tasks to be specifically performed for or on behalf of Client,
Client shall pay to RIGHTWAY an additional charge as set forth in Attachment B -1 (Administrative
Services Fee Schedule) or as otherwise mutually agreed upon by the parties in writing before the services
are provided.
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Section 11. Rebate Contracting and Administration. Client authorizes RIGHTWAY to contract for
Rebates for the Plan. Client agrees that during the Term of this Agreement, Client will not directly or
indirectly negotiate, contract, or enter into any agreement with any Manufacturer, pharmaceutical
company, or any other third party, for the purpose of obtaining Rebates or other discounts related to
the drug utilization of Eligible Persons, including, but not limited to, the use of over the counter products.
Client represents and warrants that, as of the Effective Date, it does not have any direct or indirect
agreements, arrangements, and/or contracts with any Manufacturer, pharmaceutical company or other
third party related to any Rebates or discounts relevant to the pharmacy benefits provided under the
Plan. Client acknowledges that Rebates are intended to be paid only once by Manufacturers on Covered
Product utilization and agrees not to participate in any other formulary, Rebate or discount program related
to Covered Product utilization by Eligible Persons in connection with this Agreement. Client acknowledges
and agrees that a breach of this section shall be deemed a Material Breach of this Agreement, including but
not limited to if any Manufacturer's audit reveals that Client has submitted Covered Product utilization in
a duplicitous manner to Manufacturers for purposes of Rebates or calculating Rebates, in which case, Client
shall be solely responsible for the reimbursement of any Rebates improperly made based on such utilization,
RIGHTWAY may terminate Client's participation in the Rebate program, and RIGHTWAY may pursue
any additional rights and remedies it has under Law and/or this Agreement.
Section 12. Transparency Disclosures. RIGHTWAY acknowledges that under the Transparency
Regulations published by the Department of Labor, Health and Human Services and the Internal Revenue
Service, as well as under the Consolidated Appropriations Act of 2021 and implementing regulations
thereunder (collectively, the "Transparency Rules"), Client is responsible for various employee
disclosures, public disclosures and government reporting or attestations on various components of its
benefit coverages, including, but not limited to, negotiated rates, rebates, drug pricing, quality data, claims
information (including service codes), fees and other similar plan information, which list of information
may be clarified and/or expanded pursuant to future regulatory guidance. RIGHTWAY agrees that to the
extent Client determines, in its reasonable discretion, that with respect to the Services provided by
RIGHTWAY hereunder the Transparency Rules require RIGHTWAY to provide any such disclosure or
transfer of information to Client to comply with the Transparency Rules, RIGHTWAY will cooperate with
such request and provide such information in the time, form and manner reasonably requested by Client.
RIGHTWAY understands and acknowledges that a failure to materially comply with the provisions
hereunder will constitute a breach of contract and Client shall have the right to terminate the Agreement,
report RIGHTWAY to the government, or take such other actions that Client determines, in its reasonable
discretion, are required to allow Client to comply with the Transparency Rules.
Section 13. Pharmacy Navigation Services. RIGHTWAY will make Pharmacy Navigation Services
available to Eligible Persons including access to RIGHTWAY'S technology portal and patient navigator,
which are designed to help Eligible Persons to navigate to the optimal cost and quality option for their
condition, and the following services:
• Patient Education & Management
• Consumer Savings Recommendations (Digital)
• Site of Service Optimization
• Therapy Optimization
Section 14. Medicare Part D Retiree Drug Subsidy Services. Upon Client's election, RIGHTWAY will
provide the Medicare Part D Retiree Drug Subsidy Services in support of the Retire Drug Subsidy (RDS)
Program in accordance with the following terms and conditions.
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(a) Formulary Review. Complete formulary review to ensure Client implemented formulary
meets CMS formulary requirement.
(b) Claims Payment File Support. Submission of aggregate drug cost data (including estimated
rebate amounts attributable to the gross costs for subsidy reimbursement) by RIGHTWAY to CMS. This
cost (claims) data is pre-processed by RIGHTWAY to ensure only allowable claims are sent to CMS for
subsidy reimbursement, per the CMS defined benefit, for the RDS Program. Data will be archived for six
(6) years, as required by CMS. Claims data may also be provided to the Client, upon request.
(c) Claims Reconciliation. Year-end claims reconciliation conducted by RIGHTWAY with CMS
for RDS claims. Aggregate cost and rebate reconciliation information (including actual rebate amount
attributable to the gross drug cost for subsidy reimbursement) will be provided to CMS. These services
include complete reconciliation of this data with CMS.
(d) Reporting. RDS program reporting is provided quarterly with aggregate costs by Plan. The
Client has access to ad -hoc reporting provided by RIGHTWAY.
(e) Appeals Process. RIGHTWAY can assist the Client, as directed, with data support needed for
appeals related to the RDS Program.
D. MISCELLANEOUS
Section 1. Run -Out Period. Client shall continue to assume full responsibility for the funding of Covered
Product Claims incurred prior to the effective date of termination of this Agreement and for the payment of
RIGHTWAY's Fees. RIGHTWAY will process all Claims received up to the date of termination of this
Agreement. Any unprocessed Claims incurred prior to the date of termination will be processed by
RIGHTWAY for a period of three (3) months following the termination of this Agreement ("Run -Out").
During the Run -Out period, Client will pay RIGHTWAY any applicable post termination fees as stated in
Attachment B- 1 (Administrative Services Fee Schedule) in effect at the time of termination, or as otherwise
agreed upon, and shall be responsible for funding of Covered Product Claims processed during the Run -
Out period.
Section 2. Post -Termination.
(a) In the event of any expiration or termination of this Agreement (other than
termination by RIGHTWAY resulting from Client's breach), RIGHTWAY agrees that it will pay or credit
to Client all monies owed to Client (Rebates, Performance Standards, financial reconciliations, etc.) in
accordance with the payment reconciliation terms of this Agreement.
(b) In the event that RIGHTWAY terminates this Agreement due to a Material Breach
of this Agreement by Client, RIGHTWAY shall have no further obligation following the date of such
Material Breach to pay Client any Rebates, or any other amount that may be payable by RIGHTWAY to
Client. Notwithstanding the foregoing, such amounts payable prior to the date of termination shall be used
by RIGHTWAY to offset damages sustained as a result of Client's Material Breach and/or as payment for
monies owed by Client.
(c) Upon termination of this Agreement, RIGHTWAY may, at Client's request,
provide mutually agreed upon post -termination services at mutually agreed upon rates.
(d) Upon termination of this Agreement and at Client's request, RIGHTWAY will
provide to Client, its new pharmacy benefit manager, or other third party designated by Client,
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RIGHTWAY's standard post termination transition file package as specified in Attachment B-1
(Administrative Services Fee Schedule), including, but not limited to a full NCPDP formatted pharmacy
claims file for up to twelve (12) months of Claims, eligibility file, prior authorization file, open refill files,
and Formulary files, scrubbed of RIGHTWAY's Confidential Information.
Section 3. Limitation for Covered Products.
(a) Client agrees and acknowledges that the Services provided by RIGHTWAY herein
are not intended to substitute for or supplement the knowledge, expertise, skill, and judgment of physicians,
pharmacists, or other health care professionals in prescribing or suggesting pharmaceuticals or other
products.
(b) RIGHTWAY shall under no circumstances be liable (regardless of the basis for
the action) to Client, any Eligible Person, or consumers of pharmaceutical products for any damages,
injuries, losses, claims, costs, or lawsuits, including any attorney's fees, arising from any actions, failure to
act, or violations of any applicable standard of care or applicable Law by pharmacies, Manufacturers,
pharmaceutical distributors, or any health care providers arising out of the sale, compounding, dispensing,
manufacturing, or use of any prescription product or services in connection with this Agreement.
(c) In no event shall RIGHTWAY be responsible for the payment of fraudulent claims or
filling of fraudulent prescriptions if the fraud is committed by an Eligible Person, or any party other than
RIGHTWAY, but RIGHTWAY agrees to notify Client as soon as reasonably possible of any such claims
of which it becomes aware. For the avoidance of doubt, in no event shall RIGHTWAY be responsible for
payment of fraudulent claims or filling of fraudulent prescriptions when such payment of claims and/or
filling of prescriptions is related to Client's direction to RIGHTWAY to remove or revise an edit that
RIGHTWAY recommends be applied during claim adjudication (e.g., concurrent drug utilization review
edits), and RIGHTWAY's actions in removing or revising such an edit at the direction of Client shall not
constitute negligence or willful misconduct or a breach of this Agreement by RIGHTWAY.
Section 4. Database Limitation. RIGHTWAY or its designee relies on First Data Bank, Medi-Span or
other industry comparable databases in providing Client and Eligible Persons with Services hereunder.
RIGHTWAY has utilized due diligence in collecting and reporting the information contained in its
databases and has obtained such information from sources believed to be reliable. RIGHTWAY does not
warrant the accuracy of reports, alerts, codes, prices or other data contained in such databases. The clinical
information contained in these databases and the Formulary is not intended as a supplement to, or a
substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other healthcare
professionals involved in the Eligible Person's care. The absence of a warning for a given drug or drug
combination shall not be construed to indicate that the drug or drug combination is safe, appropriate or
effective for any Eligible Person. In addition, the data available from RIGHTWAY through the databases
and services identified in this Agreement is limited by the amount, type and accuracy of information made
available to RIGHTWAY by Client, Participating Pharmacies, Eligible Persons, and Practitioners.
RIGHTWAY has no obligation to acquire information about an Eligible Person beyond that provided as
part of the Eligibility File received from Client and Claims information submitted by Participating
Pharmacies.
Section 5. Authorization to Release Data to Client's Designated Third Party Service Providers. Client
hereby authorizes RIGHTWAY to disclose Confidential Information and other data, including Claims,
utilization, eligibility, and cost data to Client's designated health benefit plan(s) consultants, auditors
and third party service provider(s), specifically including The Prism Health Group (each a 'Client Service
Provider"), so that such Client Service Provider may provide services to Client with regard to such
Confidential Information. Client acknowledges that any such disclosure shall be subject to the execution
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of a separate confidentiality agreement by RIGHTWAY and Client Service Provider, which shall govern
the disclosure and use of such Confidential Information as between RIGHTWAY and Client Service
Provider. Client authorizes RIGHTWAY to provide Confidential Information to such Client Service
Provider for whatever time periods RIGHTWAY holds the Confidential Information and other data or
until Client revokes this authorization in writing in accordance with the notice provision of this Agreement.
Client acknowledges and agrees that to the extent any data disclosed to a Client Service Provider
includes Eligible Person information, including PHI, such Eligible Person information shall be disclosed
by RIGHTWAY on behalf of Client and subject to the Business Associate Agreement between Client
and Client Service Provider, to the extent required by HIPAA. Client acknowledges that e a c h Client
Service Provider is not a downstream business associate of RIGHTWAY for any purpose in connection
with any such disclosure of data or Confidential Information. Client agrees that RIGHTWAY and its
subsidiaries and affiliates, and each of their respective officers, directors, employees and agents are
entitled to rely on Client's verbal and written directions when disclosing information (including
Confidential Information) to any Client Service Provider at the request of Client. Client is solely
responsible for ensuring each Client Service Provider has entered an appropriate business associate
agreement or other confidentiality agreement with Client to protect such information. RIGHTWAY
will have no liability arising, in whole or in part, from: (i) the release of Confidential Information or
PHI by RIGHTWAY to a Client Service Provider pursuant to Client's direction; or (ii) the use or
subsequent release of Confidential Information or PHI by Client Service Provider or Client.
Section 6. Transparency. Upon Client's request and consistent with RIGHTWAY's transparent business
model, RIGHTWAY will share with Client: (a) sources of revenue as they relate to the Client's contract,
and (b) the pricing structure for pharmacy benefit management Services including rebate structure and
administrative fees; provided Client acknowledges and agrees that information shared with Client pursuant
to this section is RIGHTWAY's Confidential Information.
Section 7. Use of Licensed Marks. Each party agrees that it shall not use any trade names, trademarks,
service marks, logos, or other identifying marks of the other party (the "Licensed Marks") except as stated
herein, without prior consent of the party whose Licensed Marks are being used. During the Term of this
Agreement and until termination of this Agreement or request from the licensing party, each party grants
to the other a nonexclusive, non -transferable, non-sublicensable license and right to use the other party's
Licensed Marks in connection with that party's performance hereunder and in connection with listing the
party as a customer and/or vendor in marketing materials. Each party acknowledges that the other party is
the sole owner of the Licensed Marks and agrees that all goodwill arising out of its use of the Licensed
Marks shall inure to the sole benefit of the licensing party.
Section 8. Intellectual Property. Except as expressly otherwise provided herein, RIGHTWAY retains all
rights, title, and interest in and reserves the right to use and control the use of its intellectual property rights
in its assets including, but not limited to, its software, reporting packages, user documentation, operations,
procedures, and trademarks and service marks. Client agrees not to use any such items except as expressly
allowed under this Agreement and also not to refer to RIGHTWAY or its trade name or marks in any
publication without the prior written approval of RIGHTWAY. Client acknowledges and agrees that
RIGHTWAY is not providing any software, documentation or Work Product, as those terms are used in the
Agreement, as part of the Services under this Exhibit A (Scope of Services).
Section 9. Further Assurances. Each party agrees to execute and deliver any instruments and other
documents, and to take such other actions as the other party may reasonably request at any time during the
Term of this Agreement for the purpose of carrying out or evidencing any of the transactions contemplated
by this Agreement.
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Section 10. Notice to Third Parties. The parties agree and acknowledge that this Agreement may be
terminated without the consent of, or notice to, any Eligible Person, any Participating Pharmacy or other
third parties. Notwithstanding the foregoing, RIGHTWAY may advise Participating Pharmacies and
Manufacturers of a pending or actual termination of this Agreement.
Section 11. Performance Standards. RIGHTWAY agrees to perform the Services in accordance with
the performance standards described in Attachment A-2 (Performance Standards). Unless otherwise stated,
all performance standards shall be measured across RIGHTWAY's book of business based on
RIGHTWAY's standard calculation methodology. The parties agree that any financial penalties
determined under this Agreement payable by RIGHTWAY for failure to meet the performance standards
shall be payable solely on the account of a failure to satisfy the standards. The failure to meet a performance
standard shall not, in and of itself, constitute a Material Breach of the Agreement.
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ATTACHMENT A-1
to Exhibit A (Scope of Services)
DEFINITIONS
340B Claim means a Claim identified by the submission of "20" by Participating Pharmacy in any of the
submission clarification code fields and/or a Claim submitted by a pharmacy contracted or owned by a
covered entity, as defined in Section 340B(a)(4) of the Public Health Services Act, to dispense 340B claims,
where the patient was seen by the covered entity and where the 340B status is coded as "38" or "39" in the
NCPDP DataQ database.
ACA means the Patient Protection and Affordable Care Act, as amended, and the regulations promulgated
thereunder.
Additional Fees means those service fees identified in Attachment B-1 (Administrative Services Fee
Schedule), payable to RIGHTWAY for the performance of those specified services when selected by Client.
Administrative Fees means the amount Per Eligible Person per Month (PMPM) or Per Eligible Employee
per Month (PEPM) fee as set forth in Attachment B-1 (Administrative Services Fee Schedule), payable to
RIGHTWAY for the performance of this Agreement and certain specified Services under this Agreement.
This does not include amounts paid for Covered Products (e.g., Ingredient Cost, Dispensing Fees, and
taxes), Additional Fees, or Ancillary Service Fees.
Ancillary Service Fees means those service fees identified in Attachment B-1 (Administrative Services
Fee Schedule), or otherwise in the Agreement and/or agreed to by the parties in writing, and not including
any Administrative Fee.
Average Wholesale Price (AWP) means the AWP unit price for a product as set forth in the current list in
Medi-Span's National Drug Data File and will be applied to the actual quantity dispensed. The adjudicated
AWP will be based on the 11 -digit National Drug Code (NDC) for the strength, dosage form and package
size for the product dispensed on the date dispensed. In the event the Pricing Source discontinues the
reporting of AWP or changes the manner in which AWP is calculated prior to or during the Term, then
RIGHTWAY and Client agree to negotiate in good faith with at least a ninety -day (90 -day) notice to modify
pricing or methodology in an equitable manner to preserve the financial interest of both parties, to be
effective as of the effective date or such later effective date of such discontinuation or change.
AWP Discount means the result of a Claim's total ingredient cost, before Cost -Sharing Amount deducted,
subtracted from the Claim's AWP divided by the AWP.
AWP Discount Guarantee means the minimum aggregate AWP discount guarantee as set forth in
Attachment B-2 (Pharmacy Pricing and Rebates) for all Claims for each Pricing Category, as calculated,
reported and reconciled in accordance with Attachment B-2 (Pharmacy Pricing and Rebates).
Biosimilar Drug means a type of biological product that is licensed (approved) by the FDA that is highly
similar to a biological product already approved by the FDA notwithstanding minor differences in clinically
inactive components; and that there are no clinically meaningful differences between the biologic product
and the reference product in terms of the safety, purity, and potency of the product.
Brand Covered Product or Brand Drug means a single source or multi -source Covered Product where
the Pricing Source multi -source indicator for the Covered Product contains an "M" (co -branded product),
"O" (originator brand) or an "N" (single source brand) for the Covered Product on the date dispensed
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(except where the Claim is submitted with both an O and a DAW code of "3", "5", "6", or "9" in which
case it shall be considered a Generic Covered Product). A Brand Drug identification is applicable for all
purposes of this Agreement.
Business Day means all days except Saturdays, Sundays, and RIGHTWAY designated holidays. All
references to "day" or "days" in this Agreement are to calendar days unless "Business Day" is specified.
Claim means those Covered Product claims processed through RIGHTWAY's designated on-line claims
adjudication system or otherwise transmitted or processed by RIGHTWAY in accordance with the terms
of this Agreement in connection with the Plan, including claims in which the Eligible Person pays the full
cost and Client has no cost liability and excluding claims that rejected due to system edits designed to
enforce Plan parameters and claims that were reversed from the on-line claims adjudication system.
Client -Contracted Participating Pharmacies means those licensed pharmacies that are owned and
operated by Client or contracted directly with Client to provide Covered Products for Eligible Persons, and
do not utilize RIGHTWAY's contracted rates for Client Claims. Client -Contracted Participating
Pharmacies may include retail, long term care, home infusion, ITU, mail order, and/or specialty pharmacies,
if applicable.
Contract Year means the twelve (12) month period starting on the Effective Date of this Agreement and
continuing on each anniversary date thereafter.
Coordination of Benefits means Claims administration when Eligible Persons are covered by more than
one pharmacy benefit plan.
Cost -Sharing Amount means the coinsurance, copay, deductible or other cost sharing amount, either as a
specified dollar amount or as a percentage of eligible expenses, that a Participating Pharmacy may collect
from an Eligible Person for Covered Products pursuant to Client's Plan Documents (or for certain
Participating Pharmacies, if less, the U&C of the Covered Products).
Covered Products means those prescription drugs and ancillary devices and supplies that are covered
under Client's Plan Documents.
Direct Reimbursement Claim means a request for reimbursement for the cost of one or more Covered
Products dispensed by a pharmacy and submitted by a Participating Pharmacy, a Non -Participating
Pharmacy, or an Eligible Person in a pre-printed universal Claim form acceptable to RIGHTWAY.
Dispensing Fee means the fee charged to Client and paid to a Participating Pharmacy for the filling of a
Covered Product for an Eligible Person.
Dispensing Fee Guarantee means the maximum average aggregate Dispensing Fee guarantees as set forth
in Attachment B-2 (Pharmacy Pricing and Rebates) of this Agreement for each respective Pricing Category,
as measured, reported, and reconciled in accordance with Attachment B-2 (Pharmacy Pricing and Rebates).
Eligibility File means the list of Eligible Persons provided to RIGHTWAY by Client in accordance with
this Agreement. The Eligibility File shall be prepared, maintained, and updated by Client, and delivered to
RIGHTWAY in accordance with this Agreement.
Eligible Person means each of Client's active employees "Eligible Employee" and dependents, and retired
employees and dependents, who satisfy all the eligibility criteria necessary to receive pharmacy benefits
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under Client's Plan and are identified by Client to RIGHTWAY in accordance with the provisions of this
Agreement as eligible for such benefits.
ERISA means the Employee Retirement Income Security Act of 1974, and regulations promulgated
thereunder, as amended from time to time.
Formulary means the list of FDA -approved Covered Products developed by RIGHTWAY's Pharmacy
and Therapeutics Committee, approved and adopted by Client and subject to Client's Plan Documents and
coverage decisions. The Formulary is based on drug safety, drug efficacy, and drug cost/lowest net cost
analysis.
Generic Covered Product or Generic Drug is a Covered Product for which there is an approved
application under § 505(j) of the Federal Food Drug and Cosmetic Act (21 USC 355(j)) and the Pricing
Source multi -source indicator for the Covered Product is a "Y" on the date dispensed. Claims submitted
with the Pricing Source multi -source indicator of "O" and also submitted with a DAW code of "3", "5",
"6", "9" shall also be considered a Generic Covered Product.
Government Agency(ies) means government agencies, including but not limited to state Medicaid
agencies, Veteran's Administration ("VA") facilities, Indian Health Services and Bureau of Indian Affairs
("IHS"), and Department of Defense ("DOD") military treatment facilities (or other similar facilities)
("MTF"), or the agencies' or facilities' third -party representatives.
HIPAA means the Health Insurance Portability and Accountability Act of 1996, and regulations
promulgated thereunder, as amended from time to time.
HIPAA Privacy Rule means the federal regulations related to the use and disclosure of patients' Protected
Health Information under 45 CFR Parts 160, 162 and 164, as amended from time to time.
House Generic means a Brand Drug submitted with a DAW code of 5 in place of the generic equivalent.
For reconciliation of the Generic Drug discount guarantees, the AWP of House Generic Claims will be the
per unit AWP of the generic equivalent and not the AWP of the Brand Drug dispensed.
Initial Term means the initial term of this Agreement as defined in Section 2 (Term) of this Agreement.
Law means any federal, state or local constitution, act, statute, code, rule, regulation, or standard, including
any such rule, regulation, or standard issued by the Centers for Medicare and Medicaid Services, the Office
of the Inspector General, the Department of Labor, a state department of insurance, or any other government
or quasi -governmental entity; any objective criteria contained in any applicable permit or approval; any
legislative or administrative action of the United States of America or of any state or agency, department,
authority, political subdivision or other instrumentality thereof; and any decree, judgment or order of a
court.
Limited Distribution Drug or LDD means a Specialty Drug whose distribution is limited by
Manufacturers to a certain number of pharmacies that may or may not be owned by or Affiliated with
RIGHTWAY. RIGHTWAY will provide a list of LDDs upon request. .
Mail Service Pharmacy or Mail Service or Mail Order means a pharmacy where prescriptions are filled
and delivered to Eligible Persons via the United States Postal Service, United Parcel Service or other well -
regulated and compliant delivery service, and which has entered into an agreement with RIGHTWAY to
dispense Covered Products.
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Manufacturer means a pharmaceutical, biotech, medical equipment, or medical device manufacturer,
and/or any other entity that performs sales, distribution, and/or marketing functions (including wholesalers
and distributors) with respect to any such manufacturer's products.
Manufacturer Derived Revenue means any monies received by Vendor and/or Rebate Aggregator from
Manufacturers directly related to Client's Claims utilization under this Agreement, including, but not
limited to (i) Rebates, (ii) Manufacturer Administrative Fees, (iii) Formulary Rebates (Access Rebates),
(iv) Incentive Rebates, (v) Market Share Rebates (Performance Rebates), (vi) Price Protection Rebates
(Inflation Protection Payments), and (vii) Value -Based Rebates.
Material Breach means a breach such that a reasonable person in the position of the non -breaching party
would wish to terminate this Agreement because of that breach.
Maximum Allowable Cost ("MAC") means the maximum allowable cost determined by RIGHTWAY
and updated at least quarterly, or more frequently as required by Law, based upon review and analysis of
current pricing in the marketplace. The list of drugs with a MAC offered at Mail Order will be identical to
the list of drugs with a MAC offered at Retail Pharmacies.
Minimum Rebate Guarantee means the total minimum Rebates guaranteed to Client for Covered Products
on the Formulary as measured, reported, and reconciled in accordance with Attachment B-2 (Pharmacy
Pricing and Rebates).
Non -Participating Pharmacy means a pharmacy that does not have an agreement with RIGHTWAY to
dispense Covered Products to the Eligible Persons receiving benefits under this Agreement.
Paid Claim means a Claim that meets coverage requirements under the Plan Document and is payable or
subsequently paid, net of any adjustments. Paid Claims do not include any reversed Claims, duplicate
Claims, or rejected Claims.
Participating Pharmacy means a pharmacy, or a company authorized to represent one or more subsidiary,
affiliated, or franchised pharmacies, which has entered into an agreement with RIGHTWAY to dispense
Covered Products. For purposes of this Agreement, a "Participating Pharmacy" will not be considered a
representative, subcontractor, or agent of RIGHTWAY and will include the Mail Service Pharmacy and the
Specialty Pharmacy.
Pass -Through Pricing means that the price that RIGHTWAY pays Participating Pharmacies for
dispensing a Covered Product to an Eligible Person is equal to the amount that RIGHTWAY invoices Client
for a Covered Product; and Rebates are provided to Client in accordance with Article IV, and RIGHTWAY
does not retain any Rebates or any other direct financial benefits from drug manufacturers or pharmacies
and pays all such amounts it receives to Client.
Plan means Client's self -funded ERISA plan, which provides pharmacy benefits to Eligible Persons, but
only with respect to those provisions of the plan relating to the self -funded health benefits RIGHTWAY is
administering.
Plan Administrator means the current or succeeding person, committee, partnership, or other entity
designated the Plan Administrator by Client as defined by ERISA and who is generally responsible for the
Plan's operations.
Plan Documents means a description of Client's Plan related to pharmacy benefits and limitations thereto,
including the framework of policies, interpretations, rules, practices and procedures applicable to such
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benefits, required and signed by Client and submitted to RIGHTWAY in a mutually approved format. The
Plan Documents shall not include any amendments except as provided in Exhibit A, Section B.3 of this
Agreement.
Practitioner means a physician or other health care provider authorized to prescribe medication to Eligible
Persons.
Pricing Category means each AWP Discount Guarantee, Dispensing Fee Guarantee, and Minimum Rebate
Guarantee included in Attachment B-2 (Pharmacy Pricing and Rebates).
Pricing Source means Medi-Span (or other nationally recognized third -party pricing source utilized by
RIGHTWAY). RIGHTWAY shall not utilize more than one Pricing Source and shall use the same updated
national drug file for invoicing Client and for paying Participating Pharmacies and for providing all Services
hereunder.
Prior Authorization means a prospective review to verify that certain criteria required by Client are
satisfied for specific Covered Products prior to processing the Claim for such Covered Products.
Protected Health Information (PHI) has the meaning set forth in Exhibit C (Business Associate
Agreement).
Rare High Cost Drugs means Covered Products listed on Schedule B-2 of this Agreement. Any additional
Covered Product to be added after the Effective Date to the list on Schedule B-2 of this Agreement must
have a gross cost net of Rebates of at least $100,000 or more.
Rebates means the compensation received by Vendor from a Manufacturer, Rebate Aggregator or known
provider entity to RIGHTWAY, pursuant to the terms of a rebate contract, negotiated by RIGHTWAY on
behalf of all clients, and directly attributable to the utilization of certain drugs or products by Eligible
Persons under this Agreement. Rebates shall include (i) Formulary Rebates (Access Rebates), (ii) Incentive
Rebates, (iii) Market Share Rebates (Performance Rebates), (iv) Price Protection Rebates (Inflation
Protection Payments), and (v) Value -Based Rebates. Rebates include Manufacturer Derived Revenue.
Rebate Aggregator means any party engaged by RIGHTWAY for the purpose of obtaining Rebates. Client
acknowledges that reasonable formulary management fees and costs may be retained by the Rebate
Aggregator.
Renewal Term means the time period as defined in Section 2 (Term) of this Agreement.
Retail Pharmacy means a resident licensed pharmacy that primarily dispenses Covered Products via a
retail, storefront location that accepts walk-in customers, and such other criteria set forth on RIGHTWAY's
enrollment and/or credentialing forms, as may be amended from time to time.
Retail 30 Claim means any Paid Claim, other than Specialty Drug Claims, filled through a Retail Pharmacy
for a days' supply less than or equal to 83 days.
Retail 90 Claim means any Paid Claim, other than Specialty Drug Claims, filled through a Retail Pharmacy
for a days' supply 84 days or greater.
Services means the services provided by RIGHTWAY pursuant to this Agreement.
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Single Source Generic (SSG) means a Generic Drug that is newly launched and in the 180 -day exclusivity
period as granted by the U.S. Food & Drug Administration (FDA) where distribution is from one
manufacturer.
Specialty Pharmaceuticals or Specialty Drug means those biotech, biological, and other Covered
Products identified by RIGHTWAY as specialty pharmaceuticals from time to time, which typically include
pharmaceutical products that are generally biotechnological in nature, including but not limited to those
that require custom monitoring and medication management (such as those that are injected, infused, or
orally administered), and are typically used for complex, life threatening, genetic, or chronic conditions and
that may have special shipping, administration, storage or handling requirements. A then -current list of
Specialty Pharmaceuticals may be obtained at any time by contacting RIGHTWAY. RIGHTWAY reserves
the right to modify the Specialty Drug list from time to time. Specialty Drugs are not devices, supplies,
medical foods, or durable medical equipment.
Specialty Pharmacy means a pharmacy that has entered into an agreement with RIGHTWAY to dispense
Covered Products including Specialty Pharmaceuticals to Eligible Persons and is designated by
RIGHTWAY as a preferred specialty provider.
Tax or Taxes means a charge imposed, assessed, or levied by any federal, state, local, or other
governmental entity in connection with Services provided hereunder.
Usual and Customary Price or U&C means the retail price, including any minimum price, charged by a
Non -Participating Pharmacy or a Participating Pharmacy for a Covered Product in a cash or uninsured
transaction on the date such product is dispensed. A U&C Claim is one in which the Claim is adjudicated
at the Usual and Customary Price and does not include a Dispensing Fee.
Wholesale Acquisition Cost or WAC means the wholesale acquisition cost pricing data for a given
pharmaceutical product, as published by Medi-Span or another nationally recognized drug database
reporting service used by RIGHTWAY.
Year One means January 1, 2026 through December 31, 2026.
Year Two means January 1, 2027 through December 31, 2027.
Year Three means January 1, 2028 through December 31, 2028.
Zero Balance Due (ZBD) means Client has no amount due to RIGHTWAY on a Claim as a result of the
total cost being paid in full by Eligible Person Cost -Sharing Amount or other ancillary payments.
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ATTACHMENT A-2
to Exhibit A (Scope of Services)
PERFORMANCE STANDARD GUARANTEES
RIGHTWAY will provide the following performance guarantees placing up to $20 per Eligible Person at
risk for implementation performance guarantees in Year One and $20 per Eligible Person at risk for ongoing
performance guarantees each calendar year through the Initial Term with assessments as described for non-
compliance. The proposed assessments set forth below are expressed as a percentage of the amount at risk.
The amount at risk may be allocated at the Client's discretion provided that: (1) no more than 20% of the
total amount at risk for ongoing performance guarantees will be allocated to any one ongoing performance
guarantees and an equal allocation of the total amount at risk for implementation performance guarantee
will be allocated across the implementation performance guarantees; (2) the total amount allocated equals
100% or less of the total amount at risk; and (3) RIGHTWAY receives written notice of the Client's
allocations at least thirty (30) days prior to the Effective Date or the beginning of each Contract Year
thereafter. If amount at risk allocations is not provided to RIGHTWAY timely, the total amount at risk will
be allocated evenly amongst all performance guarantees in accordance with the terms of this Exhibit.
Within ninety (90) days after the end of each calendar year as applicable, RIGHTWAY shall report to Client
RIGHTWAY's performance under each performance guarantee, which shall be measured and reconciled
on a calendar year basis. Amounts due resulting from a RIGHTWAY failure to meet any performance
guarantee, if any, shall be credited against amounts due from Client to RIGHTWAY within forty-five (45)
days following Client's receipt of the report.
No performance penalties, if any, will be owed until this Agreement is executed by Client. In no event will
the sum of the amounts owed to Client, as a result of RIGHTWAY's failure to meet the performance
guarantees exceed the total dollars stated at risk for any given calendar year. Performance guarantees shall
be void if the Agreement is terminated before completion of Year One. If Client's go -live date occurs after
January 1St, any amounts owed to Client will be prorated based on the number of complete months in the
calendar year for which the performance guarantee results are based, and any termination or expiration of
the Agreement before the end of any calendar year shall void the performance guarantees for that year.
Unless otherwise specified, the performance guarantees set forth in this Exhibit will not apply to products
dispensed through Specialty Pharmacy nor for any services not fully delegated to RIGHTWAY.
Unless otherwise specified, the performance guarantees will be measured to the decimal precision specified
in the target to determine if any penalties are due. Results will be rounded to the nearest whole number or
decimal precision specified. Fives will be rounded to the nearest even digit, up or down to the favor of
RIGHTWAY.
In the event that any failure by RIGHTWAY to meet any performance guarantee is due to a "Force Majeure"
as defined in this Agreement, failure of Client to perform its obligations under this Agreement, or actions
or inactions of Client that adversely impact RIGHTWAY's ability to maintain the subject standard (e.g.,
faulty eligibility, changes in benefit design not adequately communicated to Eligible Persons, or benefit
designs that substantially change the Eligible Persons' rights under the Plan), RIGHTWAY will be excused
from compliance with such performance guarantee until such circumstances have been resolved and any
existing backlogs or other related effects have been eliminated.
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The amounts owed for failure to meet the performance guarantees shall be Client's sole monetary remedy,
in addition to correction or any reimbursement associated with payment or billing errors.
S.
.
��
'• �.
98% of Plan specifications and Formulary
Implementation —
information will be set up and accurately loaded into
Plan Design
the on-line claims adjudication system by the Client
Client Specific
25%
implementation date, contingent upon Client
approving the Plan design and following the timeline
specified in RIGHTWAY's implementation guide
98% of Eligible Person ID Cards will be mailed
Implementation —
within 5 Business Days of the Client implementation
Member
date, provided that the Client meets all timeline
Client Specific
25%
Communication
requirements established in RIGHTWAY's
Materials
implementation guide for creation and approval of
the materials
98% of eligibility records in mutually agreed to
format will be set up and/or loaded accurately into
Implementation
the on-line claims adjudication system prior to the
Client Specific
25%
Eligibility Set-up
implementation date with receipt of a clean
Eligibility File that meets all of RIGHTWAY's
implementation guide timelines
RIGHTWAY guarantees a Client overall satisfaction
rating of at least 4.0 on a 5 -point scale (5 is best
rating) with respect to RIGHTWAY's initial
implementation of Services. For the purposes of this
guarantee, satisfaction shall be defined as Satisfied
or better on the following 5 -point scale: Completely
Satisfied, Very Satisfied, Satisfied, Dissatisfied, or
Implementation -
Very Dissatisfied. RIGHTWAY shall release the
Client Satisfaction
Client's satisfaction survey within forty-five (45)
Client Specific
25%
days after go -live, and shall be responsible for data
collection, analysis and all costs associated with
conducting the surveys. This survey will be
distributed by RIGHTWAY to those Client
personnel directly involved in the Client's pharmacy
benefit management. All such survey participants
must return complete surveys for measurement of
this performance guarantee.
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I
1 1Xe1ILI'I al
�i
Customer Care -
Less than 5% of calls, once call has
RIGHTWAY
Abandonment
entered queue.
Annual book of
13%
Rate
business
Eligible Person calls received during each
Customer Care —
calendar year will be answered on average
RIGHTWAY
Average speed to
within thirty (30) seconds with the
Annual
book of
13%
answer
exception of a failure of a third -party
business
communications system.
90% or more of all Claims submitted by a
Online Claims
Participating Pharmacy through the on-
RIGHTWAY
Processing
line claims adjudication system will be
Annual
book of
12%
received, processed, and messaged back to
business
pharmacy within three (3) seconds.
Claims
98% of each calendar year, the on-line
Processing
claims adjudication system will be
RIGHTWAY
System
available twenty-four (24) hours per day,
Annual
book of
12%
Availability
seven (7) days per week (excluding
business
scheduled system maintenance).
95% of all Claims submitted by
Claims
Participating Pharmacies will be processed
RIGHTWAY
Processing -
accurately in accordance with approved
Annual
book of
12%
Accuracy
benefit summary.
business
99.9% of prescriptions mailed by the
Mail Order
primary Mail Service Pharmacy to
RIGHTWAY
Dispensing
members on an annual basis will be the
Annual
book of
12%
Accuracy Rate
correct drug, at the correct strength, and
business
the correct dosages (excluding errors by
the Practitioner).
Designated personnel of the Client's
benefits staff will complete an annual
Client
report card to evaluate overall satisfaction
Annual
Client Specific
13%
Satisfaction
with RIGHTWAY's account management
performance. Bidder will guarantee overall
satisfaction ratings of at least 4.0 on a 5 -
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1 / 1
1 • 1XI1IL
n ir iir i
i
point scale (5 is best rating). For the
purposes of this guarantee, satisfaction
shall be defined as Satisfied or better on
the following 5 -point scale: Completely
Satisfied, Very Satisfied, Satisfied,
Dissatisfied, or Very
Dissatisfied. RIGHTWAY will be
responsible for data collection, analysis
and all costs associated with the surveys.
100% response rate is required for
measurement of this performance
guarantee.
RIGHTWAY will achieve a member
experience Net Promoter Score "NPS" of
no less than 60. Member experience will
be scored using the annual Net Promoter
Eligible Person
Score as calculated using the RIGHTWAY
Experience
administered member experience survey.
Annual
Client Specific
13%
Guarantee
A response rate of the lesser of (i) 80% of
those surveyed or (ii) 1,000 survey
responses is required for measurement of
this performance guarantee and will be
measured based on a complete benefit
Year One survey results.
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EXHIBIT B
PAYMENT SCHEDULE
Section 1. RIGHTWAY Compensation. Client will pay Administrative Fees, Additional Fees, and
Ancillary Service Fees to RIGHTWAY as compensation for the Services provided by RIGHTWAY
pursuant to Attachment B-1 (Administrative Services Fee Schedule) (collectively "Fees"). In addition to
the Fees specified in Attachment B-1 (Administrative Services Fee Schedule), Client shall also pay
RIGHTWAY any additional fee that is authorized by a provision elsewhere in this Agreement or is
otherwise agreed to by the parties in writing.
Section 2. Payments to RIGHTWAY. RIGHTWAY shall invoice Client for Fees, Claim amounts, Taxes,
and any other applicable charge or fee pursuant to the terms of this Agreement within five (5) days after
the end of each invoice cycle. Claim amounts and Taxes shall generally be billed weekly and other Fees
once monthly. Annual, quarterly, or monthly Fees or other Service charges may be charged in advance,
upon mutual written agreement. RIGHTWAY will invoice Client for Claims at the amount RIGHTWAY
pays for those Claims. Client shall pay the full amount of Fees, Claims, Taxes and other charges included
in the invoice within five (5) Business Days of receipt of an invoice to the bank account(s) designated by
RIGHTWAY. In the event Client has questions regarding any amounts included on the invoice, Client still
shall be obligated to wire the full amount due on the invoice within the time period set forth herein, and
then the parties shall work together in good faith to resolve any such questions. Client shall have no right
to offset disputed amounts or amounts due or allegedly due from RIGHTWAY from such payment, except
as previously approved in writing by RIGHTWAY. RIGHTWAY reserves the right to audit Client's
eligibility and data from time to time against the enrollment data maintained by RIGHTWAY. In addition
to RIGHTWAY's general audit rights, if Client's monthly payment fluctuates on the enrollment count by
fifteen percent (15%) or more, RIGHTWAY may require a full Eligibility File and enrollment file to
conduct a full audit.
(a) Payment Methodology. The parties will cooperate in good faith to establish a mutually
agreed upon methodology for ACH transfers related to payments as identified by Client during
implementation of the Services hereunder where either Client or RIGHTWAY will initiate ACH transfers
from Client's Account to RIGHTWAY when due. Client shall be solely responsible for depositing funds
and verifying that the account has sufficient funds to pay all Fees invoiced by RIGHTWAY.
(b) RIGHTWAY as Intermediary. RIGHTWAY is not required to render payments to
Participating Pharmacies or Eligible Persons for Claims unless and until RIGHTWAY has received
payment for the Claims from Client. In the event payment is rendered to Participating Pharmacies and/or
Eligible Persons prior to receipt of Claims payment from Client, such payments shall not constitute a waiver
of any of RIGHTWAY's remedies with respect to non-payment and shall not establish a course of dealing
between RIGHTWAY and Client.
(c) Pre -Fund Deposit. In the event Client is past due on 2 consecutive Claim invoices and
upon request by RIGHTWAY, Client shall advance to RIGHTWAY an initial deposit amount to be paid
by Client in the amount equal to the expected average Claims amount for a four (4) week period ("Initial
Pre -Fund Deposit Amount"). RIGHTWAY will notify Client of the Initial Pre -Fund Deposit Amount.
Client shall remit the Initial Pre -Fund Deposit Amount to the bank account designated by RIGHTWAY no
later than two (2) weeks after request. Quarterly and as otherwise deemed appropriate by RIGHTWAY,
RIGHTWAY may review and recalculate the Initial Pre -Fund Deposit Amount to maintain a deposit in the
amount equal to the current average Claims for a four (4) week period, and RIGHTWAY will provide
Client with advance written notice of the modified Initial Pre -Fund Deposit Amount ("Modified Pre -Fund
Deposit Amount"). In the event Client's Modified Pre -Fund Deposit Amount is greater than the Initial
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Pre -Fund Deposit Amount, Client shall remit the difference to the bank account designated by RIGHTWAY
within fifteen (15) days of receipt of the written notice. In the event Client's Modified Pre -Fund Deposit
Amount is less than the Initial Pre -Fund Deposit Amount, RIGHTWAY will credit Client the decreased
amount on the Client's invoice within fifteen (15) days. RIGHTWAY may use deposit amounts to make
payments due pursuant to this Agreement. RIGHTWAY may retain deposit amounts until all amounts due
under the Agreement have been paid in full, in accordance with the terms hereunder.
(d) Not Plan Assets. Client acknowledges and agrees that Client, Plan, and Eligible Persons
do not have a property interest in any amounts paid to and/or retained by RIGHTWAY under or in
connection with this Agreement and no such amounts are assets of the Client, Plan, and/or Eligible Persons.
Section 3. Failure to Make Funds Available.
(a) Collections; Interest. In the event Client fails to pay any amount due under this
Agreement as set forth herein, in addition to all other rights and remedies under this Agreement and at Law
and in equity: (i) payments not received in accordance with this Article IV shall accrue interest on any past
due amounts at a rate equal to the greater of Prime Rate or 6% per annum (or, if less, the highest rate allowed
by Law) on the amount due until paid/credited in full by Client, and Client shall be responsible for all costs
and expenses of collection by RIGHTWAY, including reasonable attorneys' fees; and (ii) RIGHTWAY
may offset the amount of such payment defaults, interest, and collection costs against any Client related
amounts otherwise payable to Client (e.g., Rebates, deposits).
(b) Suspension of Performance. RIGHTWAY may use commercially reasonable efforts in
working with Client to address Client's failure to make funds available to pay Fees including, at
RIGHTWAY's own discretion, retention of Rebate payments or other monies owed by RIGHTWAY to
Client. In addition to and notwithstanding any other term of this Agreement, in the event that Client fails
to make any payments due hereunder by the due date of such payment, RIGHTWAY may, after the
provision of five (5) Business Days prior written notice to Client, suspend performance of its obligations
under this Agreement without being liable to Client or any Eligible Person. Suspension of performance by
RIGHTWAY shall not constitute termination of this Agreement. The exercise of this right will not preclude
RIGHTWAY from seeking any other remedy available under this Agreement or at Law or equity.
Section 4. Taxes and Assessments. The Client is responsible for local, state, and federal surcharges,
assessments, or similar Taxes imposed by governmental entities or agencies on Client, Plan, or
RIGHTWAY in connection with Services provided hereunder, including the funding, remittance, and
determination of the amount due. In the event that the reimbursement of any benefits to Eligible Persons
in connection with this Agreement is subject to Plan or employer -based tax reporting requirements, Client
agrees to comply with such requirements. In the event that any Taxes are assessed against RIGHTWAY
or its subcontractor as a claim service provider in connection with RIGHTWAY's Services under this
Agreement, Client will reimburse RIGHTWAY for Client's proportionate share of such Taxes (but not
Taxes on RIGHTWAY's net income, payroll, sales, use, gross receipts, real estate, and personal property).
Section 5. Payments to Client.
(a) Rebates, AWP Discount Guarantee, Dispensing Fee Guarantee reconciliations, and
Minimum Rebate Guarantee reconciliations shall be paid by RIGHTWAY to Client as set forth in
Attachment B-2 (Pharmacy Pricing and Rebates).
(b) Amounts due to Client's Plan as a result of any audit (e.g., overpayments discovered
through an audit, audit costs due under this Agreement, penalties incurred, etc.) shall become due thirty
(30) days following the parties' agreement on final audit findings.
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(c) All other overpayments, remittances, credits, or other amounts payable to Client's Plan
under this Agreement shall become due as specified in this Agreement, and if no time period is specified
for payment of such amount, it shall be paid by RIGHTWAY to Client sixty (60) days after receipt of
written notice from Client to RIGHTWAY.
Section 6. Implementation Credit. Client acknowledges that implementation credits, if any, specified in
Attachment B-1 (Administrative Services Fee Schedule) are intended to reimburse Client for
implementation costs incurred and are subject to the restrictions as described herein. Client is required to
submit all implementation credit reimbursement requests to RIGHTWAY in the form of an invoice which
details the implementation cost(s) incurred by Client. Invoices shall only be payable for direct
implementation costs incurred by Client (i.e. Client shall not invoice RIGHTWAY for its own time and
labor). Reimbursable implementation costs include but are not limited to: transfer file fees from previous
pharmacy benefit manager, medical accumulator fees charged by medical provider or their third party
designee, postage and printing costs for Eligible Person communications or identification cards. Invoices
shall include no less than the following: (1) item for which reimbursement is requested; (2) vendor name;
(3) copy of vendor receipt and/or invoice; (4) date of receipt and/or invoice; and (5) cost of item. . All
invoices shall be submitted for RIGHTWAY approval no later than ninety (90) days after go live date. After
this date any remaining implementation credit shall be deemed null and void. RIGHTWAY reserves the
right and maintains sole authority in approving the use of implementation credit funds. Approved invoices
will be processed within sixty (60) days of receipt, and paid directly to Client i.e. not Client's vendor and
not as a credit against any payments due to RIGHTWAY by Client.
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City Secretary Contract No.
ATTACHMENT B-1
to Exhibit B (Payment Schedule)
ADMINISTRATIVE SERVICES FEE SCHEDULE
RIGHTWAY's Administrative Fees to be paid by Client are outlined below.
Administrative Fees (X): The following programs, excluding Consultant Fees, are referred to as the "Core
Pharmacy Services" and are mandatory minimum programs.
Claims and Benefit Admin
Pharmacy Navigation
• Patient Education & Management - Access to a
pharmacist
• Consumer Savings Recommendations (Digital)
• Site of Service Optimization
• Therapy Optimization
$4.95 PMPM 1 $5.05 PMPM 1 $5.15 PMPM
Care Complete Clinical
• RIGHTWAY Formulary
• Concurrent Drug Utilization Review
• Prior Authorization / Step Therapy / Quantity
Limits
• First Level Appeals
• Retrospective prescribing review
Additional Fees: The following programs are optional programs that may be selected by Client in
addition, but not in lieu of, the Core Pharmacy Services.
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Care Complete Specialty — Enhanced 25% shared savings
Credits and Allowances:
Ancillary Service Fees: Please note other optional services can be quoted upon request.
ijrntmn
Implementation and plan setup
Pre -implementation guided discover
Included in Administrative Fee
Requirements approval process
Included in Administrative Fee
Dedicated implementation project manager
Included in Administrative Fee
Status and communication frequency —
weekly
Included in Administrative Fee
Pre -implementation and go -live staffing
Included in Administrative Fee
Secure Client web portal
(up to 5 users)
Included in Administrative Fee
Post implementation review
Included in Administrative Fee
Program consultation
Included in Administrative Fee
Standard Coordination of Benefits
Included in Administrative Fee
Customized Eligible Person welcome
communications (Client's logo or other
customizations outside of standard)
Included in Administrative Fee
RIGHTWAY directed transition notification
mailings
Included in Administrative Fee if required data is provided
in accordance with project implementation plan
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Client directed transition notification mailings
To be quoted
Email activation campaign
Included in Administrative Fee if required data is provided
in accordance with project implementation plan
RIGHTWAY directed telephonic outreach
Included in Administrative Fee if required data is provided
in accordance with project implementation plan
Client directed telephonic outreach
To be quoted
Eligible Person fulfillment
Communication (Eligible Person and
physician)
Digital included; hard copy printing costs plus postage
Benefit design/coverage change notification
Digital included; hard copy printing costs plus postage
Pharmacy ID card — digital
Included in Administrative Fee (custom format included)
Pharmacy ID card — physical
Included in Administrative Fee (custom format included)
Pharmacy ID card replacement
$5.00 plus postage in RIGHTWAY's standard format per
ID card set; custom format to be quoted
Claims management
Point of service Claims processing
Included in Administrative Fee
Direct Reimbursement Claims processing
(Eligible Person submitted paper Claims)
$3.00 per Direct Reimbursement Claim processed plus
postage
Manual pharmacy submitted Claims
processing (UCF) (Pharmacy submitted
Direct Reimbursement Claims)
$3.00 per UCF processed
Government Agency Claims processing
$3.00 per Claim
Standard eligibility management services
Included in Administrative Fee
Claim adjustments — Client requested or
retrospective accumulator changes
$3.00 per adjustment
Pharmacy network services
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RIGHTWAY network management
Included in Administrative Fee
Pharmacy network credentialing &
Included in Administrative Fee
compliance
Mail service program management
Included in Administrative Fee
Specialty program (RIGHTWAY Specialty
Included in Administrative Fee
Drug) clinical management
Maximum allowable cost (MAC) program
Included in Administrative Fee
administration
Pharmacy reimbursement
Included in Administrative Fee
Pharmacy provider compliance audits:
Included in Administrative Fee if done at RIGHTWAY's
Routine compliance audits facilitated through
direction in our standard pharmacy audit program.
correspondence/telephonic interviews
Client requested pharmacy auditing services
For Client requested audits the following fees apply:
10% of recoveries
$750 per desk audit
$2,500 per on -site audit
E -prescribing
Included in Administrative Fee
Pharmacy provider communications —
Included in Administrative Fee
including quarterly newsletter, pharmacy
panel meetings, client implementation
communications
Data services
RIGHTWAY standard Claims data file export
Up to 6 Client feeds included in Administrative Fee;
additional feeds to be quoted upon request
Standard Report Package
Included in Administrative Fee
Online access to reporting
Included in Administrative Fee
(up to one user license)
Transparency reporting (e.g. RxDC reporting)
$500 per report package
Custom and/or ad hoc report creation
To be quoted
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Accumulator (deductible & MOOP) with one
Included in Administrative Fee for a standard batch file;
integrated TPA or medical carrier
other technologies quoted upon request
Post -termination transition file package
Included in Administrative Fee
(RIGHTWAY's standard format) including:
• Eligibility file
• PA file
• Open refill files
• Claims data export file for up to 12
months of Claims
• Formulary file
Run -Out Period Claims processing post
$1.50 per transaction (excluding rejections)
termination fee
Run -Out Period post termination file feeds
$100 per data file
Run -Out Period post termination support
$300 per hour
Client services
Client services executive support
Included in Administrative Fee
Clinical account executive support
Included in Administrative Fee
Quarterly review reports
Included in Administrative Fee
Operational meetings
Included in Administrative Fee
Health fair & employee meeting support
Up to five (5) per calendar year Included in Administrative
Fee
Other professional services (e.g., specialized
$200 per hour
reporting, plan design, member
communications, custom programming, audit
support, etc.)
Clinical professional services (e.g., create and
$225 per hour
manage custom clinical policies and/or
custom formulary, etc.)
Customer care
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Integrated call center with live representative
Included in Administrative Fee
service during operating hours: Eligible
Person & pharmacy help desk
RIGHTWAY consumer engagement mobile
Included in Administrative Fee
and web standard applications
Formulary and rebate
RIGHTWAY Formulary management (does
Included in Administrative Fee
not include Client custom formularies)
P&T committee review & support
Included in Administrative Fee
Manufacturer contracting and management
Included in Administrative Fee
Safety and utilization management
Online Concurrent DUR
Included in Administrative Fee
Standard Prior Authorization services
Included in Administrative Fee
(guidelines and letters)
Step therapy care and quantity limits
Included in Administrative Fee
Treatment alternatives
Included in Administrative Fee
Drug interchange
Included in Administrative Fee
Annual benefit summary (EOB)
$3.00 plus postage
Clinical communications
RIGHTWAY directed included in Administrative Fee.
Customized is $3.00 per clinical communication letter plus
postage.
First Level Appeals
Included in Administrative Fee
Medical Necessity Reviews (at administrative
$135 per review by RIGHTWAY medical director;
or judicial level)
For judicial level appeals, $600.00 per hour for preparation
and participation in external appeals, plus reasonable travel
expenses if applicable
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External appeals (reviewed by independent Costs passed through from IRO to Client
review organization or IRO)
Creditable coverage determination $2,000 per occurrence
Medicare Retiree Drug Subsidy Services
Annual base charge of $8,500, plus a monthly per Eligible
Person fee calculated based on Eligible Persons whom are
RDS Program participants and in accordance with the
following tiered fee schedule:
• 1 to 100 total RDS Program participating Eligible
Person(s) — $1.25
• 101 to 500 total RDS Program participating Eligible
Medicare Part D RDS support
Persons — $1.00
• 501 to 1,000 total RDS Program participating Eligible
Persons — $0.75
• 1,001 to 2,500 total RDS Program participating Eligible
Persons — $0.50
• 2,501 to 5,000 total RDS Program participating Eligible
Persons — $0.35
• 5,001 to 7,500 RDS Eligible Person — $0.25
Vendor Services Agreement Page 47 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
ATTACHMENT B-2
to Exhibit B (Payment Schedule)
PHARMACY PRICING AND REBATES
In accordance with the terms of this Agreement, RIGHTWAY will deliver the value of the proposed AWP
Discount Guarantee, Dispensing Fee Guarantee and Minimum Rebate Guarantee set forth in Sections A
and B below, including any upside performance after reconciliation.
Offset Rights: AWP Discount Guarantees and Dispensing Fee Guarantees are guaranteed and reconciled
independently for each Pricing Category and RIGHTWAY will not offset a shortfall in one or more Pricing
Category against another category. Individual Minimum Rebate Guarantee Pricing Category performance
may be used to offset shortfall in another Minimum Rebate Guarantee Pricing Category, but not AWP
Discount Guarantee and Dispensing Fee Guarantee Pricing Categories.
Guarantee Reporting and Reconciliation: RIGHTWAY will provide Client with an AWP Discount
Guarantee and Dispensing Fee Guarantee reconciliation report within ninety (90) days after the end of each
Contract Year. If the actual performance is less than the guaranteed amounts, RIGHTWAY will make up
any Net Shortfall on a dollar -for -dollar basis as a credit to Client on a future invoice(s) within one hundred
twenty (120) days of the end of each Contract Year.
RIGHTWAY will provide Client with a Minimum Rebate Guarantee reconciliation report within one
hundred eighty (180) days after the end of each Contract Year. If actual performance is less than the
guaranteed amounts, RIGHTWAY will make up any Net Shortfall on a dollar -for -dollar basis as a credit to
Client on a future invoice(s) within one hundred eighty (180) days of the end of each Contract Year.
For purposes of this Agreement, Net Shortfall is defined as the sum of all shortfalls for each Pricing
Category after application of offset rights, if any. For the avoidance of doubt, Client shall retain one hundred
percent (100%) of any guarantee overperformance.
AWP Discount Guarantee, Dispensing Fee Guarantee and Minimum Rebate Guarantee performance and
reconciliation will not include or be subsidized by the value of any form or Manufacturer discount coupons,
copay assistance programs, or variable discount cards.
A. Participating Pharmacy AWP Discount Guarantees and Dispensing Fee Guarantees:
For purposes of these guarantees, the Pricing Categories are Retail 30 Brand, Retail 30 Generic, Retail 90
Brand, Retail 90 Generic, Mail Service Brand, Mail Service Generic, Specialty Brand, Specialty Generic,
and Specialty LDD.
Retail Pharmacies:
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City Secretary Contract No.
Mail Service Pharmacy (All Days' Supply):
Specialty Pharmacy (All Days' Supply):
100% of the Participating Pharmacy negotiated pricing will be passed through to Client from RIGHTWAY
on a Claim by Claim basis even if a Claim is excluded from an AWP Discount Guarantee or Dispensing
Fee Guarantee hereunder. Under the RIGHTWAY transparent, full Pass -Through model, Client pays the
actual reimbursement rate (discounts and dispense fees) paid by RIGHTWAY to the Participating Pharmacy
from which the Claim originates, less the Eligible Person Cost -Sharing Amount. RIGHTWAY agrees to
negotiate to achieve or exceed the AWP Discount Guarantees and Dispensing Fee Guarantees on an
aggregated basis (i.e. not Claim by Claim). It is acknowledged by both parties that Participating Pharmacy
contracts may vary from the AWP Discount Guarantees and Dispensing Fee Guarantees, causing the actual
reimbursement paid to each Participating Pharmacy to be greater or less than the guarantees, and that the
AWP Discount Guarantees and Dispensing Fee Guarantees are representative pharmacy reimbursement
amounts.
The AWP Discount Guarantee performance for a Claim is calculated by subtracting the applicable AWP
Discount Guarantee from the actual AWP Discount achieved and multiplying the result by the AWP. The
total AWP Discount Guarantee shortfall is calculated by summing this result for all Claims within a Pricing
Category, with a net negative result illustrating an AWP Discount Guarantee shortall for that Pricing
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City Secretary Contract No.
Category. Should a pharmacy be contracted on a cost-plus basis, all claim costs (e.g. Dispensing Fees,
professional fees, etc.) shall be included in the total ingredient cost used to calculate the AWP Discount.
Should a Claim price at a discount card price, all claim costs (e.g. Dispensing Fees, professional fees, etc.)
shall be included in the total ingredient cost used to calculate the AWP Discount. The Dispensing Fee
Guarantee performance is calculated by multiplying the applicable Dispensing Fee Guarantee by the total
number of net Claims dispensed for each Pricing Category and subtracting it from the sum of the Dispensing
Fees paid for all Claims dispensed for each Pricing Category. Shipping for Covered Products dispensed
from Mail Service Pharmacies and Specialty Pharmacies is included in the applicable AWP Discount
Guarantee and Dispensing Fee Guarantee. RIGHTWAY's vendor may assess and retain transaction fees
from Participating Pharmacies. AWP Discount Guarantee performance and reconciliation will not include
the value of AWP of any date other than the date the Covered Prodcut is dispensed, AWP calculated with
any other type of quantity differing from the dispensed fill quantity, or AWP using any package size other
than from which the Covered Product was dispensed
Single Source Generic Drugs and Generic Drugs with limited availability are considered a subset of Generic
Drugs for all purposes under this Agreement including the reconciliation of Generic Drug AWP Discount
Guarantees. Single Source Generic Drugs are not considered a subset of Brand Drugs and will not be
included in the financial guarantees that are specific to Brand Drugs. MAC and non -MAC Generic Drugs
are included in the reconciliation of Generic Drug AWP Discount Guarantees.
AWP Discount Guarantees and Dispensing Fee Guarantees shall exclude Claims for: (i) compounds, (ii)
vaccines, (iii) non -diabetic OTCs, (iv) DMR/Paper, (v) Coordination of Benefit, (vi) Medicaid subrogation,
(vii) long-term care/home infusion, (viii) Government Agencies, (ix) non -network, (x) COVID-19 test kits
and antivirals, (xi) Client directed overrides, and (xii) previously paid under the medical benefit.
Specialty Drug AWP Discount Guarantees are applicable to Specialty Drug Claims originating at Specialty
Pharmacies. Specialty Drug Claims dispensed at a Retail Pharmacy will be included in the Specialty Drug
Claim Pricing Category as long as Client's benefit design allows for only one grace fill at a Retail Pharmacy.
If Client's benefit design allows for more than one grace fill then the Specialty Drug Claim may be excluded
from the applicable AWP Discount Guarantees and Dispensing Fee Guarantees.
Pricing Adjudication Logic:
(a) Client Payment to RIGHTWAY: All Claims will adjudicate at and Client will pay RIGHTWAY
(except as stated in (c) below) the lower of (i) U&C (if applicable); (ii) AWP minus the Participating
Pharmacy's discount rate plus Dispensing Fee; (iii) MAC (if applicable) plus Dispensing Fee; or (iv) the
Participating Pharmacy's submitted amount plus Dispensing Fee, in each case, less the amount of any Cost -
Sharing Amount payable by the Eligible Person and plus any applicable sales Taxes.
(b) Eligible Person Payment to Pharmacy: All Claims will adjudicate at and Eligible Person will pay
Participating Pharmacies (except as stated in (c) below) the lower of (i) U&C (if applicable); (ii) AWP
minus the Participating Pharmacy's discount rate plus Dispensing Fee; (iii) MAC (if applicable) plus
Dispensing Fee; (iv) the Participating Pharmacy's submitted amount plus Dispensing Fee; or (v) the
applicable Cost -Sharing Amount, in each case, plus any applicable sales Taxes.
(c) Third Party Pricing (As Applicable): As part of the point -of -sale adjudication process,
RIGHTWAY will send certain Claims to a third party vendor to determine if additional discount pricing
may apply. In the event the vendor's available discount price for a Claim is lower than an Eligible Person's
payment amount as determined in subsection (b) above, the Claim will adjudicate at the vendor's available
discount price resulting in Eligible Person paying the full Claim cost plus any applicable Taxes.
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B. Rebate Payments and Guarantees.
Client will receive 100% of the Rebates earned and collected on a pass -through basis. RIGHTWAY will
calculate and report the Client's Manufacturer Derived Revenue allocations quarterly. Additionally,
RIGHTWAY is required to pay Minimum Rebate Guarantee within ninety (90) days following each
calendar quarter close. One -hundred and twenty (120) days after the close of each calendar quarter,
RIGHTWAY will produce a Contract Year-to-date PMPM Settlement and Quarterly Rebate report and
shall pay to Client the remaining amount due which is equal to the greater of: (i) Rebates earned and
collected, on a Contract Year-to-date basis, or (ii) the amount required for RIGHTWAY to meet its
minimum Rebate obligations under this Agreement.
Minimum Rebate Guarantees: For purposes of these guarantees, the Pricing Categories are Retail 30
Claim, Retail 90 Claim, Mail Service Pharmacy Claim, and Specialty Drug.
•
TIT&Siir
.I
Brand Retail 30 Claim
$505.00
$525.00
$546.00
Brand Retail 90 Claim
$1,050.00
$1,092.00
$1,136.00
Brand Mail Service
Pharmacy Claim (All
$1,050.00
$1,092.00
$1,136.00
Days' Su I
Brand Specialty Drug
$4,000.00
$4,160.00
$4326.00
All Da s' Su 1
'
When calculating Client's Minimum Rebate Guarantee performance, RIGHTWAY shall include the net
cost value for all Low WAC Biosimilar Claims (e.g. the difference between the AWP of the equivalent
Biologic and the AWP of the Low WAC Biosimilar Claim multiplied by the AWP Discount Guarantee
applicable to the equivalent Biologic) in Client's total Rebate dollars paid. This Rebate credit only applies
if Client's elects the Low WAC formulary strategy i.e. Comprehensive Value Formulary.
Specialty Drug Rebate guarantees are applied to all medications on RIGHTWAY's Specialty Drug list
regardless of dispensing pharmacy unless they are excluded for another reason listed below. LDDs are
included in the Specialty Drug Rebate guarantees unless they are excluded for another reason listed below.
The following types of Claims are excluded from the Minimum Rebate Guarantee: (i) OTCs, (ii) vaccines,
(iii) Coordination of Benefit, (iv) patent expired products, (v) Generic Drugs, (vi) 340B Claims, (vii)
Government Agencies, (viii) non -drugs, (ix) insulins, (x) authorized generics, (xi) limited distribution
drugs, (xii) cash cards, (xiii) pharmacies outside of the contiguous United States, and (xiv) biosimilars that
are not on Formulary, (xv) Client directed overrides, (xvi) previously paid under the medical benefit, and
(xvii) COVID-19 antivirals.
Client waives, releases and forever discharges RIGHTWAY from any losses arising from a Manufacturer,
Rebate Aggregator and/or intermediary's (i) failure to pay Rebates; (ii) breach of an agreement related to
Rebates; or (iii) negligence or misconduct affecting Rebates. Notwithstanding the foregoing RIGHTWAY
shall take commercially reasonable efforts to collect any Rebates from a Manufacturer, Rebate Aggregator,
and/or intermediary. In the event RIGHTWAY does initiate collection action to collect Rebates and
additional Rebates are received by RIGHTWAY, RIGHTWAY may offset any reasonable costs, including
reasonable attorneys' fees and expenses, incurred by RIGHTWAY from a third party on a pro -rata basis
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across RIGHTWAY's impacted clients, arising from any such action. . The amount RIGHTWAY receives
for Rebates from Manufacturers, Rebate Aggregators and/or intermediaries may be different from the
amount such Rebate Aggregators and/or intermediaries receive through their own Manufacturer or
intermediary agreements, which such difference may be retained by the Rebate Aggregator and/or
intermediary as its compensation, and the term "Rebate" as used in this Agreement does not include this
compensation, which belongs exclusively to the Rebate Aggregator or intermediary. The Rebate
Aggregators and/or other Rebate intermediaries contracted by RIGHTWAY are subcontractors and are not
affiliates of RIGHTWAY. For avoidance of doubt, this provision does not modify RIGHTWAY's
obligation in relation to Rebate payments.
Client acknowledges and agrees that it shall not have a right to interest on, or the time value of, any Rebate
payments received by RIGHTWAY or monies payable under this Agreement. Upon termination of this
Agreement or upon Client's Material Breach of this Agreement or upon other amounts due from Client to
RIGHTWAY under this Agreement, RIGHTWAY may use Rebates to offset amounts due from Client or
may delay remittance of Rebates to allow for final adjustments. Such right of set off or delay shall be in
addition to RIGHTWAY's other rights set forth in this Agreement.
C. RIGHTWAY Savings Guarantees.
(1) For avoidance of doubt, the Clinical and Navigation savings guarantee is related to the Claims and Benefit
Admin fee, Standard Clinical Program fee, and Pharmacy Navigation fee combined. Clinical and Navigation
savings guarantee is measured on a cumulative basis over the duration of the Client's Term i.e. guarantee is
not measured for each Contract Year independently.
D. RIGHTWAY PMPM Target and Terms and Conditions.
In accordance with the terms of this Agreement, RIGHTWAY will aim to deliver the value of the proposed
PMPM Target identified below. In the event the PMPM Target for any applicable year is achieved, then
the AWP Discount Guarantees, Dispensing Fee Guarantees, and Minimum Rebate Guarantees set forth in
Sections A and B above shall not apply. Otherwise, RIGHTWAY shall reconcile the AWP Discount
Guarantees, Dispensing Fee Guarantees, and Minimum Rebate Guarantees in accordance with this
Attachment.
Gross Cost
(Cost -Sharing Amount + Plan Cost before Rebates)
$230.59
Rebates
-$73.26
Clinical Savings
-$15.54
Year One Target
$141.79
Year Two Target
Year One Actual + 8%
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Year Three Target Year Two Actual + 8% 1
• Year Two and Year Three PMPM Targets shall be established by taking the previous year's final
reconciled PMPM and adding the maximum trend included in the PMPM Target chart above.
• The individual components of the PMPM Target are not evaluated as components, only the fmal
net PMPM Target shall be used for evaluation.
• The following types of Claims are excluded from the PMPM Target: (i) vaccines, (ii) Covid test
kits and Covid antivirals, (iii) weight loss(iv) Covered Products on the Rare High -Cost Drug List
as stated in Schedule B-2 and guaranteed thereunder, (v) fertility if not included in the underwriting
data, (vi) Client directed overrides, and vii) previously paid under the medical benefit, and (viii)
Coordination of Benefits.
• In the event Client elects to grandfather Claims outside RIGHTWAY's standard continuation -of -
therapy recommendations an amount equal to the applicable Grandfathering Adjustment factor
below will be added to the PMPM Target.
Grandfathering
Grandfathering
Adjustment
Period PMPM Adjustment
•
D. Other Financial Terms and Conditions.
• Pricing, including fees, guarantees, and PMPM Target, assumes an effective date of January 1,
2026, and an estimated 11,178 total Eligible Persons.
• Guarantees and PMPM Target assumes RIGHTWAY's preferred network of Mail Order Pharmacy
and Specialty Pharmacies as exclusive fulfillment partners.
If a Client -Contracted Participating Pharmacy does not agree to RIGHTWAY's proposed pharmacy
rates; provided that pharmacy rates proposed by RIGHTWAY shall be no more aggressive (e.g. a
higher AWP Discount or lower Dispensing Fee) than the applicable AWP Discount Guarantee and
Dispensing Fee Guarantee established in this Exhibit, RIGHTWAY may apply a credit during the
annual AWP Discount Guarantee and Dispensing Fee Guarantee reconciliation and PMPM Target
calculation equal to the difference between the applicable AWP Discount Guarantee and
Dispensing Fee Guarantee and actual adjudicated pricing.
• Guarantees and PMPM Targets require Client complete adoption of RIGHTWAY Comprehensive
Value Formulary including exclusion and clinical edits, RIGHTWAY's standard clinical programs
and Pharmacy Navigation program.
• RIGHTWAY can change the pricing (e.g., Administrative Fees, Additional Fees, Ancillary Service
Fees, PMPM Targets, AWP Discount Guarantees and Dispensing Fee Guarantees, Minimum
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Rebate Guarantees, etc.) under this Agreement by the minimum amount necessary, in an equitable
fashion, and without changing unaffected terms of this Agreement in the event one or more of the
following conditions occurs which (i) materially burdens RIGHTWAY, (ii) materially alters
RIGHTWAY 's rights and/or obligations under this Agreement, (iii) requires RIGHTWAY to
increase or decrease payments or shorten payment times to Participating Pharmacies, or (iv)
materially changes the scope of Services hereunder effective on or after the condition starts:
i. Plan design changes;
ii. Amendment, addition, deletion, or other change, or change in interpretation in
Laws or regulations or any government, judicial, or legal action, or any drug
industry practice, or any policy, underwriting, benefit change, or management
practice of a regulatory body or Client, including but not limited to a change in
Law or industry practice that results in increasing net cost of Claims;
iii. Client's failure to participate in the requisite clinical programs and Formulary;
iv. Changes to the information provided by Client as part of the RFP process,
including but not limited to material changes in the retail network, enrollment, or
other changes that could have a material impact on eligibility, drug utilization, or
drug mix;
v. The Pricing Source discontinues or changes the way AWP is calculated;
vi. A shift of 10% or more in the total number of Eligible Persons as determined by
the annual average in a given Contract Year;
vii. A change of 10% or greater in Claims' mix or utilization, including in any given
distribution channel;
viii. 5% or more Claims are dispensed in Hawaii, Alaska, Puerto Rico, and/or any US
Territory;
ix. Manufacturers discontinue cost concession programs;
x. Client -Contracted Participating Pharmacy use of 340B reduces Rebate collection
by 10%; and/or
xi. Client carves out a portion of the administration of the Services previously
assigned to RIGHTWAY or the addition of Client -Contracted Participating
Pharmacies.
Guarantees and PMPM Target will be reconciled on a complete twelve (12) month Contract Year
basis. In the event Agreement terminates prior to completion of any Contract Year, guarantees
applicable to any partial Contract Year period will be void.
Vendor Services Agreement Page 54 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
SCHEDULE B-2
HIGH COST DRUG LISTING
The below high cost drug listing is subject to change by RIGHTWAY in the event of new -to -market drugs
and/or product line extensions of existing Rare High Cost Drugs. These discounts will be individually
reconciled for each GPI on an annual basis subject to the same timing as the annual PMPM reconciliation.
The results of this reconciliation are independent of any other financial guarantees and will not offset. If
the aggregate annual AWP discount for any of these medications falls short of the guarantee below,
RIGHTWAY will pay Client dollar -for -dollar the shortfall which will be calculated as a positive value
using the following formula: AWP * (Guarantee Discount — Actual Discount). Overperformance on any
one GPI shall not offset underperformance on another.
07000010121830
Arikayce SUSP 590 MG/8.4ML
13.00%
07000055100110
Humatin CAPS 250 MG
20.00%
20.00%
12101555202030
Sunlenca SOLN 463.5 MG/1.5ML
13.00%
12200050000320
Livtencity TABS 200 MG
16.00%
12353080000310
Sovaldi TABS 200 MG
19.00%
12353080000320
Sovaldi TABS 400 MG
19.00%
12353080003015
Sovaldi PACK 150 MG
19.00%
12353080003020
Sovaldi PACK 200 MG
19.00%
12359902350320
Mavyret TABS 100-40 MG
20.00%
12359902400310
Harvoni TABS 45-200 MG
21.75%
12359902400320
Ledi asvir-Sofosbuvir TABS 90-400 MG
28.00%
12359902403006
Harvoni PACK 33.75-150 MG
21.75%
12359902403010
Harvoni PACK 45-200 MG
21.75%
12359902650320
Epclusa TABS 200-50 MG
21.60%0
12359902653020
Epclusa PACK 150-37.5 MG
18.50%
12359902653030
Epclusa PACK 200-50 MG
18.50%
12359903800330
Vosevi TABS 400-100-100 MG
20.00%
13000040000310
Dara .rim TABS 25 MG
16.00%
87.00%
16140010402120
Ca stop SOLR 75 MG
19.00%
19100020102076
Octagam SOLN 20 GM/200ML
40.00%
19100020302076
Gammagard and SOLN 20 GM/200ML
34.50%
19100020302084
Gamunex-C SOLN 40 GMI400ML
34.50%
21101040102112
Hepzato w/62mm Catheter SOLR 50 MG
13.00%
21170034202020
Margenza SOLN 250 MG/10ML
14.00%
21170070002110
Herce tin SOLR 150 MG
16.00%
21170080000340
Tukysa TABS 150 MG
13.00%
Vendor Services Agreement Page 55 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
21200050002160
Jelmyto SOLR 80 (2 x 40 MG
i
13.00%
21200080002020
Valstar SOLN 40 MG/ML
13.00%
13.00%
21250010602020
Rylaze laze SOLN 10 MG/0.5ML
13.00%
21250030502020
Asparlas SOLN 3750 UNIT/5ML
14.00%
21250060002020
Oncaspar SOLN 750 UNIT/ML
13.50%
21300003000320
Onureg TABS 200 MG
15.75%
21300003000330
Onure TABS 300 MG
13.00%
21300054002025
Folotyn SOLN 40 MG/2ML
13.50%
21335013000320
In1ytaTABS1MG
16.50%
21335013000340
In1ytaTABS5MG
16.50%
21335020002030
Avastin SOLN 400 MG/I 6ML
16.00%
21335035000140
Fruza la CAPS 5 MG
15.50%
21350515202120
Blenre SOLR 100 MG
13.00%
21351640502120
Z nlonta SOLR 10 MG
13.00%
21351860002020
Rituxan SOLN 100 MG/10ML
16.00%
21352028152040
Elrexfio SOLN 76 MG/1.9ML
16.00%
21352031202040
Epkinly SOLN 48 MG/0.8ML
16.00%
21352035002040
Columvi SOLN 10 MG/I0ML
13.00%
21352050102040
Lunsumio SOLN 30 MG/30ML
13.00%
21352076802040
Talvey SOLN 40 MG/ML
13.00%
21352078202130
Imdelltra SOLR 10 MG
13.00%
21352080602020
Kimmtrak SOLN 100 MCG/0.5ML
13.00%
21352084202040
Tecvayli SOLN 153 MG/1.7ML
13.00%
21352640202130
Bes onsa SOLR 0.9 MG
15.50%
21353220202120
Adcetris SOLR 50 MG
13.50%
21353630202117
M lotar SOLR 4.5 MG
15.00%
21354860302120
PoliSOLR 140 MG
15.00%
21355232002020
Yervoy SOLN 50 MG/10ML
13.50%
21355232002040
Yervoy SOLN 200 MG/40ML
13.50%
21355280102040
Imjudo SOLN 300 MG/15ML
13.00%
21356028002020
Unituxin SOLN 17.5 MG/5ML
13.00%
21356050302020
Dan elza SOLN 40 MG/10ML
13.00%
21357923402030
Libtayo SOLN 350 MG/7ML
14.00%
21357928302020
Jem erli SOLN 500 MG/10ML
15.50%
21357953002030
Keytruda SOLN 100 MG/4ML
13.50%
21357960202020
Zynyz SOLN 500 MG/20ML
13.00%
Vendor Services Agreement Page 56 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
21357970722020
Logtorzi SOLN 240 MG/6ML
i
13.00%
21358035406420
Zevalin Y-90 KIT 3.2 MG/2ML
13.00%
21358215002020
Tecentrig SOLN 1200 MG/20ML
14.50%
21360006100320
Gilotrif TABS 20 MG
15.00%
21360006100340
Gilotrif TABS 40 MG
15.00%
21360019000320
Vizimpro TABS 15 MG
16.00%
21360019000330
Vizim. ro TABS 30 MG
16.00%
21360019000340
Vizim ro TABS 45 MG
16.00%
21360025100360
Tarceva TABS 150 MG
18.50%
40.00%
21360048300320
Lazcluze TABS 80 MG
13.00%
21360048300340
Lazcluze TABS 240 MG
13.00%
21360050600120
Exkivit CAPS 40 MG
16.00%
21370030300320
Daurismo TABS 25 MG
16.00%
21370030300335
Daurismo TABS 100 MG
16.00%
21370060200120
Odomzo CAPS 200 MG
15.50%
21370070000120
Erived e CAPS 150 MG
15.50%
21402410000320
Erleada TABS 60 MG
16.00%
21402410000360
Erleada TABS 240 MG
16.00%
21403720100340
Orserdu TABS 345 MG
15.50%
21405010256450
Lupron Depot (6 -Month) KIT 45 MG
19.00%
21406010250310
Yonsa TABS 125 MG
15.00%
21409902120320
Akeega TABS 50-500 MG
14.00%
21409902120330
Akeega TABS 100-500 MG
14.00%
21421020000320
Welire TABS 40 MG
13.00%
21450080000110
Pomal st CAPS 1 MG
17.90%
21450080000115
Pomalyst CAPS 2 MG
17.90%
21450080000120
Pomal st CAPS 3 MG
17.90%
21450080000125
Pomal st CAPS 4 MG
17.90%
21470080000360
Venclexta TABS 100 MG
15.85%
21490009000310
Ayvakit TABS 25 MG
15.25%
21490009000315
Ayvakit TABS 50 MG
15.25%
21490009000320
Ayvakit TABS 100 MG
15.25%
21490009000330
Ayvakit TABS 200 MG
15.25%
21490009000340
Ayvakit TABS 300 MG
15.25%
21500003002020
Jevtana SOLN 60 MG/1.5ML
13.50%
21530320000320
Tru a TABS 160 MG
13.00%
Vendor Services Agreement Page 57 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
21530320000325
Tru a TABS 200 MG
Jr
15.50%
21530507100120
Alecensa CAPS 150 MG
15.50%
21530510000350
Alunbri TABS 90 MG
15.50%
21530510000365
Alunbrig TABS 180 MG
15.80%
21530514000330
Zykadia TABS 150 MG
15.50%
21530517000120
Xalkori CAPS 200 MG
15.00%
21530517000125
Xalkori CAPS 250 MG
15.00%
21530517006850
Xalkori CPSP 150 MG
13.00%
21530556000320
Lorbrena TABS 25 MG
15.00%
21530556000330
Lorbrena TABS 100 MG
15.00%
21531060000120
Ibrance CAPS 75 MG
18.35%
21531060000130
Ibrance CAPS 100 MG
18.35%
21531060000140
Ibrance CAPS 125 MG
18.35%
21531060000320
Ibrance TABS 75 MG
18.35%
21531060000330
Ibrance TABS 100 MG
18.35%
21531060000340
Ibrance TABS 125 MG
18.35%
21531560002030
romiDEPsin SOLN 27.5 MG/5.5ML
22.00%
21531575000120
Zolinza CAPS 100 MG
16.00%
21531806100320
Scemblix TABS 20 MG
15.75%
21531806100340
Scemblix TABS 40 MG
15.75%
21531806100380
Scemblix TABS 100 MG
13.00%
21531812000130
Bosulif CAPS 100 MG
13.00%
21531812000320
Bosulif TABS 100 MG
18.00%
21531812000327
Bosulif TABS 400 MG
18.00%
21531812000340
Bosulif TABS 500 MG
18.00%
21531875100315
Iclusi TABS 10 MG
15.00%
21531875100320
Iclusi TABS 15 MG
20.00%
21531875100330
Iclusi TABS 30 MG
15.00%
21531875100340
Iclusig TABS 45 MG
15.00%
21532025100120
Tafinlar CAPS 50 MG
15.50%
21532025100130
Tafinlar CAPS 75 MG
15.50%
21532040000130
Braftovi CAPS 75 MG
15.50%
21532075000320
Ojemda TABS 100 MG
13.00%
21532075001920
O'emda SUSR 25 MG/ML
13.00%
21532080000320
Zelboraf TABS 240 MG
16.00%
21532103000120
Cal uence CAPS 100 MG
13.00%
Vendor Services Agreement Page 58 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
21532103500320
Cal uence TABS 100 MG
Jr
15.75%
21532133000110
Imbruvica CAPS 70 MG
15.80%
21532133000320
Imbruvica TABS 140 MG
15.80%
21532133000330
Imbruvica TABS 280 MG
15.80%
21532133000340
Imbruvica TABS 420 MG
15.80%
21532133000350
Imbruvica TABS 560 MG
15.80%
21532133001820
Imbruvica SUSP 70 MG/ML
15.80%
21532165000330
Jaypirca TABS 100 MG
15.25%
21532195000120
Brukinsa CAPS 80 MG
16.44%
21532225000320
Balversa TABS 3 MG
13.00%
21532225000325
Balversa TABS 4 MG
13.00%
21532225000330
Balversa TABS 5 MG
13.00%
21532260000320
Pema e TABS 4.5 MG
14.00%
21532260000330
Pemazyre TABS 9 MG
14.00%
21532260000340
Pemaz e TABS 13.5 MG
14.00%
21532350200320
O siveo TABS 50 MG
15.50%
21532410000320
Krazati TABS 200 MG
19.30%
21532480000320
Lumakras TABS 120 MG
17.00%
21532480000340
Lumakras TABS 320 MG
16.75%
21532530000310
Afinitor TABS 2.5 MG
16.00%
84.00%
21532530007310
Afinitor Disperz TBSO 2 MG
16.00%
45.00%
21532530007320
Afinitor Disperz TBSO 3 MG
16.00%
45.00%
21532530007340
Afinitor Disperz TBSO 5 MG
16.00%
45.00%
21533010100320
Cabometyx TABS 20 MG
18.00%
21533010100330
Cabometyx TABS 40 MG
18.00%
21533010100340
Cabometyx TABS 60 MG
18.00%
21533010106460
Cometrig (60 MG Daily Dose) KIT 20 MG
16.00%
21533010106470
Cometrig (100 MG Daily Dose) KIT 80 & 20 MG
16.00%
21533010106480
Cometrig (140 MG Daily Dose) KIT 3 x 20 MG & 80 MG
16.00%
21533020200320
Xos ata TABS 40 MG
16.00%
21533030000130
R da t CAPS 25 MG
18.00%
21533042100320
Votrient TABS 200 MG
16.50%
35.00%
21533045010110
Turalio CAPS 125 MG
15.82%
21533045010120
Turalio CAPS 200 MG
13.00%
21533047100320
Vanflyta TABS 17.7 MG
13.00%
21533047100325
Vanfl TABS 26.5 MG
13.00%
Vendor Services Agreement Page 59 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
21533050000320
Stivarga TABS 40 MG
Jr
17.00%
21533053000320
Qinlock TABS 50 MG
13.00%
21533060400320
NexAVAR TABS 200 MG
17.50%
17.50%
21533070300130
Sutent CAPS 25 MG
16.50%
16.50%
21533070300135
Sutent CAPS 37.5 MG
16.50%
16.50%
21533070300140
Sutent CAPS 50 MG
16.50%
16.50%
21533076250120
Fotivda CAPS 0.89 MG
16.00%
21533076250130
Fotivda CAPS 1.34 MG
16.00%
21533085000320
Caprelsa TABS 100 MG
14.00%
21533085000340
Caprelsa TABS 300 MG
14.00%
21533565500110
Koselugo CAPS 10 MG
14.50%
21533565500125
Koselu o CAPS 25 MG
14.50%
21533570100330
Mekinist TABS 2 MG
15.50%
21533675200320
Tazverik TABS 200 MG
13.00%
21533716200320
Tabrecta TABS 150 MG
15.75%
21533716200330
Tabrecta TABS 200 MG
15.75%
21533773100320
Te metko TABS 225 MG
13.00%
21533820000130
Rozlytrek CAPS 200 MG
16.00%
21533835200120
Vitrakvi CAPS 25 MG
13.00%
21533835200150
Vitrakvi CAPS 100 MG
16.25%
21533835202020
Vitrakvi SOLN 20 MG/ML
13.00%
21533865000120
Augtyro CAPS 40 MG
13.00%
21534940000320
Tibsovo TABS 250 MG
13.00%
21534960000120
Rezlidhia CAPS 150 MG
13.00%
21535030200320
IDHIFA TABS 50 MG
16.50%
21535030200340
IDHIFA TABS 100 MG
16.50%
21535180000320
Voranigo TABS 10 MG
13.00%
21535180000340
Vorani o TABS 40 MG
13.00%
21535325602140
R elo SOLR 188 MG
13.00%
21535550200120
Zejula CAPS 100 MG
13.00%
21535550200320
Zcjula TABS 100 MG
13.00%
21535550200330
Zcjula TABS 200 MG
13.00%
21535550200340
Ze'ula TABS 300 MG
13.00%
21535570200320
Rubraca TABS 200 MG
13.00%
21535570200325
Rubraca TABS 250 MG
13.00%
21535570200330
Rubraca TABS 300 MG
13.00%
Vendor Services Agreement Page 60 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
21535580400105
Talzenna CAPS 0.1 MG
Jr
13.00%
21535580400110
Talzenna CAPS 0.25 MG
16.50%
21535580400112
Talzenna CAPS 0.35 MG
13.00%
21535580400118
Talzenna CAPS 0.75 MG
13.00%
21535580400120
Talzenna CAPS 1 MG
13.00%
21535750000120
Gavreto CAPS 100 MG
15.75%
21535779000140
Retevmo CAPS 80 MG
15.50%
21535779000330
Retevmo TABS 80 MG
13.00%
21535779000340
Retevmo TABS 120 MG
13.00%
21535779000350
Retevmo TABS 160 MG
13.00%
21536045100120
Ninlaro CAPS 2.3 MG
13.00%
21536045100130
Ninlaro CAPS 3 MG
13.00%
21536045100140
Ninlaro CAPS 4 MG
13.00%
21537520200120
Inrebic CAPS 100 MG
16.00%
21537540300320
Ojjaara TABS 100 MG
15.50%
21537540300330
Ojjaara TABS 150 MG
15.50%
21537540300340
Ojjaara TABS 200 MG
15.50%
21537550100120
Vonjo CAPS 100 MG
13.00%
21538030000120
Co iktra CAPS 15 MG
15.80%
21538030000130
Co iktra CAPS 25 MG
15.80%
21538040000320
Zydelig TABS 100 MG
13.00%
21538040000330
Z deli TABS 150 MG
13.00%
21540050401820
Adstiladrin SUSP 300000000000 VP/ML
13.00%
21600035202020
Azedra Therapeutic SOLN 15 MCFML
13.00%
21600045202020
Lutathera SOLN 370 MB /ML
13.00%
21600045802020
Pluvicto SOLN 1000 MB /ML
13.00%
21600055002025
Xofigo SOLN 30 MCCl/ML
16.00%
21650850101820
Omisir e SUSP
13.00%
21651006101820
Tecelra SUSP 10000000000 CELLS
13.00%
21651010101820
Yescarta SUSP 200000000 CELLS
13.00%
21651020101810
Tecartus SUSP 100000000 CELLS
13.00%
21651020101820
Tecartus SUSP 200000000 CELLS
13.00%
21651025101820
Carvykti SUSP 100000000 CELLS
13.00%
21651035401820
Abecma SUSP 460000000 CELLS
13.00%
21651047001820
Amtagvi SUSP 72000000000 CELLS
13.00%
21651050401820
Breyanzi SUSP 70000000 CELLS/ML
13.00%
Vendor Services Agreement Page 61 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
21651070001820
Provenge SUSP 50000000 CELLS
i
13.00%
21651075001820
Kymriah SUSP 250000000 CELLS
13.00%
21651075001830
Kymriah SUSP 600000000 CELLS
13.00%
21700060702020
Actimmune SOLN 100 MCG/0.5ML
15.50%
21703055652020
Anktiva SOLN 400 MCG/0.4ML
13.00%
21703080302020
Elzonris SOLN 1000 MCG/ML
13.00%
21757220300320
Iwilfin TABS 192 MG
13.00%
21990002152020
Darzalex Faspro SOLN 1800-30000 MG-UT/I5ML
15.00%
21990002201930
Vyxeos SUSR 44-100 MG
13.00%
21990003552020
Phesgo SOLN 60-60-2000 MG-MG-U/ML
15.00%
21990003552030
Phesgo SOLN 80-40-2000 MG-MG-U/ML
15.00%
21993502502020
Opdualag SOLN 240-80 MG/20ML
14.00%
22100012006520
TarpeyoCPDR4MG
14.00%
22100017000340
Emflaza TABS 6 MG
13.00%
13.00%
22100017000350
Emflaza TABS 18 MG
13.00%
13.00%
22100017000360
Emflaza TABS 30 MG
13.00%
13.00%
22100017000365
Emflaza TABS 36 MG
13.00%
13.00%
22100075001820
Agamree SUSP 40 MG/ML
12.00%
27304050000330
Korl m TABS 300 MG
13.00%
13.00%
27521065202020
Tzield SOLN 2 MG/2ML
13.00%
30022040000320
Recorlev TABS 150 MG
13.00%
30022060600320
Isturisa TABS 1 MG
12.00%
30022060600330
Isturisa TABS 5 MG
12.00%
30022060600340
Isturisa TABS 10 MG
12.00%
30062030102020
Follistim AQ SOLN 300 UNT/0.36ML
76.12%
30100020102125
Serostim SOLR 6 MG
13.00%
30100020102132
Zorbtive SOLR 8.8 MG
15.00%
30170075202020
Signifor SOLN 0.3 MG/ML
13.00%
30170075202030
Signifor SOLN 0.6 MG/ML
13.00%
30170075202040
Signifor SOLN 0.9 MG/ML
13.00%
30180060002130
SomavertSOLR 15 MG
14.75%
30180060002140
Somavert SOLR 20 MG
14.75%
30180060002150
SomavertSOLR 25 MG
14.75%
30180060002160
SomavertSOLR 30 MG
14.75%
30192070402120
Te ezza SOLR 500 MG
13.00%
30300010004010
Cortrophin GEL 80 UNIT/ML
16.25%
Vendor Services Agreement Page 62 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
30454060000320
Tolvaptan TABS 15 MG
i
68.00%
68.00%
30454060000330
J nar ue TABS 30 MG
17.50%
68.00%
30902030202020
Revcovi SOLN 2.4 MG/1.5ML
13.00%
30903650100120
Galafold CAPS 123 MG
20.50%
30903660102020
Elfabrio SOLN 20 MG/10ML
13.00%
30903875203020
Xuriden PACK 2 GM
13.00%
30904045000130
Orfadin CAPS 10 MG
16.00%
36.00%
30904045000140
Orfadin CAPS 20 MG
13.00%
13.00%
30904045000320
Nit TABS 5 MG
12.00%
30904045000330
Nityr TABS 10 MG
12.00%
30904045001820
Orfadin SUSP 4 MG/ML
2.00%
30905610002020
Strensig SOLN 18 MG/0.45ML
13.00%
30905610002030
Strensig SOLN 28 MG/0.7ML
13.00%
30905610002040
Strensig SOLN 40 MG/ML
13.00%
30905610002050
Strensig SOLN 80 MG/0.8ML
14.00%
30906360002020
Kanuma SOLN 20 MG/10ML
14.50%
30907715002120
Lumizyme SOLR 50 MG
13.00%
30908030000920
Ravicti LI D 1.1 GM/ML
17.35%
30908230007320
Carbaglu TBSO 200 MG
10.00%
10.00%
30908565100320
Kuvan TABS 100 MG
16.50%
60.00%
30909020106420
Brineura KIT 2 X 150 MG/5ML
18.75%
30909510602020
Crysvita SOLN 20 MG/ML
16.50%
30909510602030
Crysvita SOLN 30 MG/ML
16.50%
30950080002120
Voxzo o SOLR 0.4 MG
13.00%
30950080002130
Voxzo o SOLR 0.56 MG
13.00%
30950080002140
Voxzo o SOLR 1.2 MG
13.00%
37100020000305
Keveyis TABS 50 MG
14.00%
14.00%
39392030202020
Evkeeza SOLN 345 MG/2.3ML
13.00%
39392030202040
Evkeeza SOLN 1200 MG/8ML
13.00%
39480050200120
Juxta id CAPS 5 MG
10.00%
39480050200130
Juxta id CAPS 10 MG
10.00%
39480050200140
Juxta id CAPS 20 MG
10.00%
39480050200150
Juxta id CAPS 30 MG
10.00%
40110070206420
Winrevair KIT 45 MG
13.00%
40110070206425
Winrevair KIT 60 MG
13.00%
40110070206430
Winrevair KIT 2_x x 45 MG
10.00%
Vendor Services Agreement Page 63 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
40110070206435
Winrevair KIT 2 x 60 MG
i
13.00%
40120070000310
Uptravi TABS 200 MCG
16.25%
40120070000315
Uptravi TABS 400 MCG
16.25%
40120070000320
Uptravi TABS 600 MCG
13.00%
40120070000325
Uptravi TABS 800 MCG
13.00%
40120070000330
Uptravi TABS 1000 MCG
13.00%
40120070000335
Uptravi TABS 1200 MCG
16.25%
40120070000340
Uptravi TABS 1400 MCG
13.00%
40120070000345
Uptravi TABS 1600 MCG
13.00%
40160007000320
Letairis TABS 10 MG
17.75%
85.00%
40160015000320
Tracleer TABS 62.5 MG
17.75%
85.00%
40160015007320
Tracleer TBSO 32 MG
17.75%
40170080002020
Tyvaso Starter Kit SOLN 0.6 MG/ML
16.75%
40170080002080
Remodulin SOLN 200 MG/20ML
17.00%
67.00%
40170080002920
Tyvaso DPI Maintenance Kit POWD 16 MCG
13.00%
40170080002930
Tyvaso DPI Maintenance Kit POWD 32 MCG
16.50%
40170080002940
Tyvaso DPI Maintenance Kit POWD 48 MCG
16.50%
40170080002950
Tyvaso DPI Maintenance Kit POWD 64 MCG
16.75%
40170080002960
Tyvaso DPI Maintenance Kit POWD 112 x 32MCG & 112 x48MCG
13.00%
40170080002970
Tyvaso DPI Titration Kit POWD 112 x 16MCG & 84 x 32MCG
13.00%
40170080002980
Tyvaso DPI Titration Kit POWD 16 & 32 & 48 MCG
13.00%
40170080050420
Orenitram TBCR 1 MG
15.00%
40170080050435
Orenitram TBCR 5 MG
15.00%
40190050000120
Camz os CAPS 5 MG
15.25%
40550080000120
Vyndamax CAPS 61 MG
15.50%
40550080200120
V da el CAPS 20 MG
17.50%
40995502500310
Opsynvi TABS 10-20 MG
13.00%
40995502500320
Opsynvi TABS 10-40 MG
13.00%
45100010102015
Prolastin-C SOLN 1000 MG/20ML
15.00%
45302030000320
Kal. deco TABS 150 MG
17.50%
45302030003002
Kal deco PACK 5.8 MG
17.50%
45302030003005
Kalydeco PACK 13.4 MG
17.50%
45302030003010
Kal deco PACK 25 MG
17.50%
45302030003020
Kal deco PACK 50 MG
17.50%
45302030003030
Kal deco PACK 75 MG
17.50%
45309902300310
Orkambi TABS 100-125 MG
17.00%
Vendor Services Agreement Page 64 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
45309902300320
Orkambi TABS 200-125 MG
i
17.00%
45309902303005
Orkambi PACK 75-94 MG
17.00%
45309902303010
Orkambi PACK 100-125 MG
17.00%
45309902303020
Orkambi PACK 150-188 MG
17.00%
45550060000120
Esbriet CAPS 267 MG
17.00%
74.00%
45550060000325
Esbriet TABS 267 MG
17.00%
74.00%
45550060000333
Pirfenidone TABS 534 MG
74.00%
51200060002030
Sucraid SOLN 8500 UNIT/ML
14.25%
52100010000305
Chenodal TABS 250 MG
10.00%
52350050102020
Livmarli SOLN 9.5 MG/ML
10.00%
52350050102040
Livmarli SOLN 19 MG/ML
13.00%
52350060000120
B Iva CAPS 400 MCG
13.00%
52350060000140
B lva CAPS 1200 MCG
13.00%
52350060006830
Bylvay (Pellets) CPSP 600 MCG
13.00%
52504050402030
Omvoh SOLN 300 MG/15ML
20.00%
52504060702020
Skyrizi SOLN 600 MG/10ML
18.00%
52522010301820
Reb ota SUSP 150 ML
13.00%
52533070006420
Gattex KIT 5 MG
16.50%
52700025000120
Cholbam CAPS 50 MG
2.00%
52700025000140
Cholbam CAPS 250 MG
2.00%
52750060000320
Ocaliva TABS 5 MG
17.50%
52780020000320
I irvo TABS 80 MG
13.00%
52780070500120
Livdelzi CAPS 10 MG
13.00%
56400030103020
Proc sbi PACK 75 MG
13.00%
56400030103040
Proc sbi PACK 300 MG
13.00%
56400030106530
Proc sbi CPDR 75 MG
10.00%
56600050000620
Thiola EC TBEC 100 MG
13.00%
13.00%
56626040202020
Oxlumo SOLN 94.5 MG/0.5ML
14.04%
56626050602020
Rivfloza SOLN 80 MG/0.5ML
13.00%
58060090000125
Zurzuvae CAPS 25 MG
11.50%
58060090000130
Zurzuvae CAPS 30 MG
13.00%
60250070000130
Hetlioz CAPS 20 MG
15.50%
35.00%
60250070001820
Hetlioz LQ SUSP 4 MG/ML
15.50%
62255010101820
Lenmeld SUSP
13.00%
62380030000330
Austedo TABS 12 MG
19.00%
62380030007535
Austedo XR TB24 30 MG
13.00%
Vendor Services Agreement Page 65 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
62380030007540
Austedo XR TB24 36 MG
i
13.00%
62380030007545
Austedo XR TB24 42 MG
13.00%
62380030007550
Austedo XR TB24 48 MG
13.00%
62380070000310
Xenazine TABS 12.5 MG
17.50%
66.00%
62380070000320
Xenazine TABS 25 MG
17.50%
66.00%
62405010002020
Lemtrada SOLN 12 MG/1.2ML
15.75%
62405085052030
Briumvi SOLN 150 MG/6ML
13.00%
62407060000320
Ponvory TABS 20 MG
16.00%
62407070200330
Mayzent TABS 1 MG
14.00%
62407070200340
Mayzent TABS 2 MG
14.00%
62450060202020
Sodium Ox bate SOLN 500 MG/ML
10.57%
62450060203020
Lumryz PACK 4.5 GM
15.00%
62450060203025
Lumiyz PACK 6 GM
15.00%
62450060203030
Lumryz PACK 7.5 GM
15.00%
62450060203035
Lu z PACK 9 GM
15.00%
62459904202020
Xywav SOLN 500 MG/ML
10.00%
62706060102020
On attro SOLN 10 MG/5ML
14.04%
66450060002120
Arcal st SOLR 220 MG
16.50%
66460020002015
Ilaris SOLN 150 MG/ML
16.50%
68000050002020
Krystexxa SOLN 8 MG/ML
16.35%
72170085000320
Sabri1 TABS 500 MG
17.50%
95.00%
72600033001820
Ztalm SUSP 50 MG/ML
13.00%
74135060000120
Sk cla s CAPS 50 MG
13.00%
74504080002020
Qalsody SOLN 100 MG/15ML
13.00%
74509030001820
Radicava ORS Starter Kit SUSP 105 MG/5ML
11.72%
74509902703020
Rel io PACK 3-1 GM
13.00%
74600030406410
Elevidys 10.0-10.4 kg KIT 10 x 10 ML
13.00%
74600030406411
Elevidys s 10.5-11.4 kg KIT 11 x 10 ML
13.00%
74600030406412
Elevidys 11.5-12.4 k KIT 12 x 10 ML
13.00%
74600030406413
Elevidys 12.5-13.4 kg KIT 13 x 10 ML
13.00%
74600030406414
Elevidys s 13.5-14.4 kg KIT 14 x 10 ML
13.00%
74600030406415
Elevidys 14.5-15.4 kg KIT 15 x 10 ML
13.00%
74600030406416
Elevidys 15.5-16.4 kg KIT 16 x 10 ML
13.00%
74600030406417
Elevidys 16.5-17.4 kg KIT 17 x 10 ML
13.00%
74600030406418
Elevidys 17.5-18.4 kg KIT 18 x 10 ML
13.00%
74600030406419
Elevidys 18.5-19.4 kg KIT 19 x 10 ML
13.00%
Vendor Services Agreement Page 66 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
74600030406420
Elevidys 19.5-20.4 kg KIT 20 x 10 ML
i
13.00%
74600030406421
Elevidys 20.5-21.4 kg KIT 21 x 10 ML
13.00%
74600030406422
Elevidys 21.5-22.4 kg KIT 22 x 10 ML
13.00%
74600030406423
Elevidys 22.5-23.4 kg KIT 23 x 10 ML
13.00%
74600030406424
Elevidys 23.5-24.4 kg KIT 24 x 10 ML
13.00%
74600030406425
Elevidys 24.5-25.4 kg KIT 25 x 10 ML
13.00%
74600030406426
Elevidys 25.5-26.4 kg KIT 26 x 10 ML
13.00%
74600030406427
Elevidys 26.5-27.4 kg KIT 27 x 10 ML
13.00%
74600030406428
Elevidys 27.5-28.4 kg KIT 28 x 10 ML
13.00%
74600030406429
Elevidys 28.5-29.4 kg KIT 29 x 10 ML
13.00%
74600030406430
Elevidys 29.5-30.4 kg KIT 30 x 10 ML
13.00%
74600030406431
Elevidys 30.5-31.4 kg KIT 31 x 10 ML
13.00%
74600030406432
Elevidys 31.5-32.4kg KIT 32 x 10 ML
13.00%
74600030406433
Elevidys 32.5-33.4 kg KIT 33 x 10 ML
13.00%
74600030406434
Elevidys 33.5-34.4 kg KIT 34 x 10 ML
13.00%
74600030406435
Elevidys 34.5-35.4 kg KIT 35 x 10 ML
13.00%
74600030406436
Elevidys 35.5-36.4 kg KIT 36 x 10 ML
13.00%
74600030406437
Elevidys 36.5-37.4 kg KIT 37 x 10 ML
13.00%
74600030406438
Elevidys 37.5-38.4 k KIT 38 x 10 ML
13.00%
74600030406439
Elevidys 38.5-39.4 kg KIT 39 x 10 ML
13.00%
74600030406440
Elevidys s 39.5-40.4 kg KIT 40 x 10 ML
13.00%
74600030406441
Elevidys 40.5-41.4 kg KIT 41 x 10 ML
13.00%
74600030406442
Elevidys 41.5-42.4 kg KIT 42 x 10 ML
13.00%
74600030406443
Elevidys 42.5-43.4 kg KIT 43 x 10 ML
13.00%
74600030406444
Elevidys 43.5-44.4 kg KIT 44 x 10 ML
13.00%
74600030406445
Elevidys s 44.5-45.4 kg KIT 45 x 10 ML
13.00%
74600030406446
Elevidys 45.5-46.4 kg KIT 46 x 10 ML
13.00%
74600030406447
Elevidys s 46.5-47.4 kg KIT 47 x 10 ML
13.00%
74600030406448
Elevidys 47.5-48.4 kg KIT 48 x 10 ML
13.00%
74600030406449
Elevidys 48.5-49.4 kg KIT 49 x 10 ML
13.00%
74600030406450
Elevidys s 49.5-50.4 kg KIT 50 x 10 ML
13.00%
74600030406451
Elevidys 50.5-51.4 kg KIT 51 x 10 ML
13.00%
74600030406452
Elevidys 51.5-52.4 kg KIT 52 x 10 ML
13.00%
74600030406453
Elevidys 52.5-53.4 kg KIT 53 x 10 ML
13.00%
74600030406454
Elevidys 53.5-54.4 kg KIT 54 x 10 ML
13.00%
74600030406455
Elevidys 54.5-55.4 kg KIT 55 x 10 ML
13.00%
Vendor Services Agreement Page 67 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
74600030406456
Elevidys 55.5-56.4 kg KIT 56 x 10 ML
i
13.00%
74600030406457
Elevidys 56.5-57.4 kg KIT 57 x 10 ML
13.00%
74600030406458
Elevidys 57.5-58.4 kg KIT 58 x 10 ML
13.00%
74600030406459
Elevidys 58.5-59.4 kg KIT 59 x 10 ML
13.00%
74600030406460
Elevidys 59.5-60.4 kg KIT 60 x 10 ML
13.00%
74600030406461
Elevidys 60.5-61.4 kg KIT 61 x 10 ML
13.00%
74600030406462
Elevidys 61.5-62.4 kg KIT 62 x 10 ML
13.00%
74600030406463
Elevidys 62.5-63.4 kg KIT 63 x 10 ML
13.00%
74600030406464
Elevidys 63.5-64.4 kg KIT 64 x 10 ML
13.00%
74600030406465
Elevidys 64.5-65.4 kg KIT 65 x 10 ML
13.00%
74600030406466
Elevidys 65.5-66.4 kg KIT 66 x 10 ML
13.00%
74600030406467
Elevidys 66.5-67.4 kg KIT 67 x 10 ML
13.00%
74600030406468
Elevidys 67.5-68.4 kg KIT 68 x 10 ML
13.00%
74600030406469
Elevidys 68.5-69.4 kg KIT 69 x 10 ML
13.00%
74600030406470
Elevidys 69.5 kg lus KIT 70 x 10 ML
13.00%
74603025201820
Duvyzat SUSP 8.86 MG/ML
14.00%
74653075002020
Daybue SOLN 200 MG/ML
12.00%
74701050002020
Spinraza SOLN 12 MG/5ML
13.00%
74704050106410
Zolgensma 2.6-3.0 kg KIT 2x8.3 ML
13.00%
74704050106412
Zolgensma 3.1-3.5 kg KIT 2x5.5ML & 1x8.3ML
13.00%
74704050106414
Zolgensma 3.6-4.0 kg KIT 1x5.5ML & 2x8.3ML
13.00%
74704050106416
Zolgensma 4.1-4.5 kg KIT 3x8.3 ML
13.00%
74704050106418
Zolgensma 4.6-5.0 kg KIT 2x5.5ML & 2x8.3ML
13.00%
74704050106420
Zolgensma 5.1-5.5 kg KIT 1x5.5ML & 3x8.3ML
13.00%
74704050106422
Zolgensma 5.6-6.0 kg KIT 4x8.3 ML
13.00%
74704050106424
Zolgensma 6.1-6.5 kg KIT 2x5.5ML & 3x8.3ML
13.00%
74704050106426
Zolgensma 6.6-7.0 kg KIT 1x5.5ML & 4x8.3ML
13.00%
74704050106428
Zolgensma 7.1-7.5 kg KIT 5x8.3 ML
13.00%
74704050106430
Zolgensma 7.6-8.0 kg KIT 2x5.5ML & 4x8.3ML
13.00%
74704050106432
Zolgensma 8.1-8.5 kg KIT 1x5.5ML & 5x8.3ML
13.00%
74704050106434
Zolgensma 8.6-9.0 kg KIT 6x8.3 ML
13.00%
74704050106436
Zolgensma 9.1-9.5 kg KIT 2x5.5ML & 5x8.3ML
13.00%
74704050106438
Zolgensma 9.6-10.0 kg KIT 1x5.5ML & 6x8.3ML
13.00%
74704050106440
Zolgensma 10.1-10.5 kg KIT 7x8.3 ML
13.00%
74704050106442
Zolgensma 10.6-11.0 kg KIT 2x5.5ML & 6x8.3ML
13.00%
74704050106444
Zolgensma 11.1-11.5 kg KIT 1x5.5ML & 7x8.3ML
13.00%
Vendor Services Agreement Page 68 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
74704050106446
Zolgensma 11.6-12.0 kg KIT 8x8.3 ML
i
13.00%
74704050106448
Zolgensma 12.1-12.5 kg KIT 2x5.5ML & 7x8.3ML
13.00%
74704050106450
Zolgensma 12.6-13.0 kg KIT 1x5.5ML & 8x8.3ML
13.00%
74704050106452
Zolgensma 13.1-13.5 kg KIT 9x8.3 ML
13.00%
74704050106454
Zolgensma 13.6-14.0 kg KIT 2x5.5ML & 8x8.3ML
13.00%
74704050106456
Zolgensma 14.1-14.5 kg KIT 1x5.5ML & 9x8.3ML
13.00%
74704050106458
Zolgensma 14.6-15.0 k KIT 10x8.3ML
13.00%
74704050106460
Zolgensma 15.1-15.5 kg KIT 2x5.5ML & 9x8.3ML
13.00%
74704050106462
Zolgensma 15.6-16.0 kg KIT 1x5.5ML & 10x8.3ML
13.00%
74704050106464
Zolgensma 16.1-16.5 kg KIT 11x8.3 ML
13.00%
74704050106466
Zolgensma 16.6-17.0 k KIT 2x5.5ML & 10x8.3ML
13.00%
74704050106468
Zolgensma 17.1-17.5 kg KIT 1x5.5ML & 11x8.3ML
13.00%
74704050106470
Zolgensma 17.6-18.0 k KIT 12x8.3 ML
13.00%
74704050106472
Zolgensma 18.1-18.5 kg KIT 2x5.5ML & I Ix8.3ML
13.00%
74704050106474
Zolgensma 18.6-19.0 kg KIT 1x5.5ML & 12x8.3ML
13.00%
74704050106476
Zolgensma 19.1-19.5 kg KIT 13x8.3 ML
13.00%
74704050106482
Zolgensma 20.6-21.0 kg KIT 14x8.3 ML
13.00%
74706560002120
Evrysdi SOLR 0.75 MG/ML
10.00%
75886060000130
Sohonos CAPS 2.5 MG
13.00%
75886060000135
Sohonos CAPS 5 MG
13.00%
75886060000140
Sohonos CAPS 10 MG
13.00%
76000012100320
Firda se TABS 10 MG
12.00%
80200080000920
Dojolvi LI D 100 %
15.09%
82400540102140
Reblo l SOLR 75 MG
14.25%
82405030050330
Alvaiz TABS 36 MG
13.00%0
82405030050340
Alvaiz TABS 54 MG
13.00%
82405030100320
Promacta TABS 25 MG
17.40%
82405030100330
Promacta TABS 50 MG
17.40%
82405030100340
Promacta TABS 75 MG
17.40%
82405045000320
Mul Leta TABS 3 MG
17.50%
82405060002130
N late SOLR 500 MCG
15.00%
82502046000120
Xolremdi CAPS 100 MG
13.00%
82502060002020
Mozobil SOLN 24 MG/1.2ML
15.00%
15.00%
82700040600120
Cerdel a CAPS 84 MG
15.00%
82700070000120
Zavesca CAPS 100 MG
16.00%
67.00%
82804020101820
CasgevySUSP
13.00%
Vendor Services Agreement Page 69 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
82804050101820
L f enia SUSP
i
13.00%
82805080000310
Oxbryta TABS 300 MG
15.25%
82805080007320
Oxbryta TBSO 300 MG
15.25%
85080025202020
Givlaari SOLN 189 MG/ML
14.00%
85100010226430
Nuwig KIT 500 UNIT
30.00%
85100010226440
Nuwig KIT 1000 UNIT
30.00%
85100010226460
Nuwi KIT 2000 UNIT
30.00%
85100010226465
Nuwig KIT 2500 UNIT
30.00%
85100010226470
Nuwig KIT 3000 UNIT
30.00%
85100010226480
Nuwig KIT 4000 UNIT
30.00%
85100010252120
Kovaltiy SOLR 250 UNIT
40.00%
85100010252130
Kovaltiy SOLR 500 UNIT
40.00%
85100010252140
Kovaltry SOLR 1000 UNIT
40.00%
85100010252150
Advate SOLR 1500 UNIT
42.00%
85100010252180
Kovaltry SOLR 3000 UNIT
40.00%
85100010266430
Xyntha KIT 500 UNIT
40.00%
85100010266440
Xyntha KIT 1000 UNIT
40.00%
85100010266460
Xyntha KIT 2000 UNIT
40.00%
85100010266470
Xyntha Solofuse KIT 3000 UNIT
40.00%
85100010302130
Eloctate SOLR 750 UNIT
28.60%
85100010302145
Eloctate SOLR 1500 UNIT
28.60%
85100010302155
Eloctate SOLR 2000 UNIT
28.60%
85100010302165
Eloctate SOLR 3000 UNIT
28.60%
85100010302170
Eloctate SOLR 4000 UNIT
28.60%
85100010402150
Adynovate SOLR 2000 UNIT
36.50%
85100010402160
Ad ovate SOLR 3000 UNIT
36.50%
85100026202117
NovoSeven RT SOLR 1 MG
32.00%
85100026202145
NovoSeven RT SOLR 5 MG
32.00%
85100028352120
Idelvion SOLR 500 UNIT
13.00%
85100028352130
Idelvion SOLR 1000 UNIT
13.00%
85100028352140
Idelvion SOLR 2000 UNIT
13.00%
85100028352150
Idelvion SOLR 3500 UNIT
13.00%
85102585601820
Roctavian SUSP 20000000000000 VG/ML
13.00%
85105030202010
Hemlibra SOLN 30 MG/ML
26.00%
85105030202020
Hemlibra SOLN 60 MG/0.4ML
26.00%
85105030202030
Hemlibra SOLN 105 MG/0.7ML
26.00%
Vendor Services Agreement Page 70 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
85105030202040
Hemlibra SOLN 150 MG/ML
i
26.00%
85105030202060
Hemlibra SOLN 300 MG/2ML
38.00%
85151020806420
Cablivi KIT 1 I MG
16.00%
85804065002020
Emp aveli SOLN 1080 MG/20ML
17.50%
85805030302030
Piasky SOLN 340 MG/2ML
13.00%
85805050002020
Soliris SOLN 300 MG/30ML
16.35%
85805070152020
Veopoz SOLN 400 MG/2ML
13.00%
85805080202060
Ultomiris SOLN I100 MG/11ML
15.00%
85805510000120
Tavneos CAPS 10 MG
14.00%
85807535200130
Fabhalta CAPS 200 MG
15.50%
85840010200120
Orlade o CAPS 110 MG
12.50%
85840010200130
Orladeyo CAPS 150 MG
12.50%
85840030002020
Kalbitor SOLN 10 MG/ML
15.50%
85842040202020
Takhzyro SOLN 300 MG/2ML
13.00%
85870050700310
Pyrukynd nd TABS 5 MG
13.00%
85870050700325
P ru nd TABS 20 MG
13.00%
85870050700340
P ru nd TABS 50 MG
13.00%
86300017102304
Yuti IMPL 0.18 MG
13.00%
86300017102305
Iluvien IMPL 0.19 MG
16.50%
86300017102320
Retisert IMPL 0.59 MG
13.00%
86330070002320
iDose TR IMPL 75 MCG
13.00%
86370070601810
Luxturna SUSP 5000000000000 VG/ML
14.50%
86770020202020
Oxervate SOLN 0.002 %
10.00%
90922010102320
Scenesse IMPL 16 MG
13.00%
90944520204020
V 'uvek GEL 5000000000 PFU/2.5ML
13.00%
93000084203040
Vistog and PACK 10 GM
13.00%
93100028000345
Ferri rox Twice -A -Day TABS 1000 MG
10.00%
93100028002020
Ferriprox SOLN 100 MG/ML
2.00%
94200070202020
Cytalux SOLN 3.2 MG/1.6ML
13.00%
99350035002120
Xiaflex SOLR 0.9 MG
13.00%
99391540600320
Joen'a TABS 70 MG
13.00%
99392070000135
Thalomid CAPS 150 MG
13.00%
99392070000140
Thalomid CAPS 200 MG
16.00%
99394050000110
Revlimid CAPS 2.5 MG
18.50%
30.00%
99394050000120
Revlimid CAPS 5 MG
18.50%
30.00%
99394050000130
Revlimid CAPS 10 MG
18.50%
30.00%
Vendor Services Agreement Page 71 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
99394050000140
Revlimid CAPS 15 MG
Jr
18.50%
30.00%
99394050000145
Revlimid CAPS 20 MG
18.50%
30.00%
99398270552030
Rystiggo SOLN 420 MG/3ML
13.00%
99398270552040
Rystiggo SOLN 560 MG/4ML
13.00%
99398270552060
Rystiggo SOLN 840 MG/6ML
13.00%
99398510500320
Rezurock TABS 200 MG
13.00%
99399902152020
Vyvgart Hytrulo SOLN 180-2000 MG-UNIT/ML
13.00%
99402080000120
Lupkynis CAPS 7.9 MG
16.00%
99405035402040
Gamifant SOLN 50 MG/10ML
15.50%
99405035402060
Gamifant SOLN 100 MG/20ML
15.50%
99405040202020
Uplizna SOLN 100 MG/10ML
13.00%
99463045000120
Zokin CAPS 50 MG
13.00%
99463045000130
Zokinvy CAPS 75 MG
13.00%
99486010003020
Vijoice PACK 50 MG
13.00%
3004405510E110
Nat ara CART 25 MCG
15.50%
3004405510E120
Natpara CART 50 MCG
15.50%
3010002000E120
Humatro a CART 6 MG
19.00%
3004405510E130
Nat ara CART 75 MCG
15.50%
3010002000E130
Humatrope CART 12 MG
19.00%
3004405510E140
Natpara 100 MCG
15.50%
1235990460B720
Viekira Pak TBPK 12.5-75-50 &250 MG
19.00%
2133505420B210
Lenvima (4MG Daily Dose) CPPK 4 MG
16.50%
2133505420B215
Lenvima (8 MG Daily Dose) CPPK 2 x 4 MG
16.50%
2133505420B220
Lenvima (10 MG Daily Dose) CPPK 10 MG
16.50%
2133505420B223
Lenvima (12 MG Daily Dose) CPPK 3 x 4 MG
16.50%
2133505420B230
Lenvima (20 MG Daily Dose) CPPK 2 x 10 MG
16.50%
2133505420B240
Lenvima (14 MG Daily Dose) CPPK 10 & 4 MG
16.50%
2133505420B244
Lenvima (18 MG Daily Dose) CPPK 10 MG & 2 x 4 MG
16.50%
2133505420B250
Lenvima (24 MG Daily Dose) CPPK 2 x 10 MG & 4 MG
16.50%
2153051000B720
Alunbrig TBPK 90 & 180 MG
15.50%
2153107050B740
Kisgali ali (400 MG Dose) TBPK 200 MG
19.50%
2153107050B760
Kis g ali (600 MG Dose) TBPK 200 MG
19.50%
2153223540B220
Truseltig (50MG Daily Dose) CPPK 25 MG
13.00%
2153223540B225
Truselti (75MG Daily Dose) CPPK 25 MG
13.00%
2153223540B230
Truselti 100MG Daily Dose) CPPK 100 MG
13.00%
2153223540B235
Truselti (125MG Daily Dose) CPPK 100 & 25 MG
13.00%
Vendor Services Agreement Page 72 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
2153801000B720
Pigray 200 MG Daily Dose) TBPK 200 MG
i
17.00%
2153801000B725
Pigray (250 MG Daily Dose) TBPK 200 & 50 MG
17.00%
2153801000B730
Pigray (300 MG Daily Dose) TBPK 2 x 150 MG
17.00%
2156006000B720
Xpovio (80 MG Twice Weekly) TBPK 20 MG
13.00%
2156006000B755
Xpovio (60 MG Twice Weekly) TBPK 20 MG
13.00%
2156006000B760
Xpovio (40 MG Once Weekly) TBPK 40 MG
13.00%
2156006000B765
Xpovio (40 MG Twice Weekly) TBPK 40 MG
13.00%
2156006000B770
Xpovio (80 MG Once Weekly) TBPK 40 MG
13.00%
2156006000B775
Xpovio (100 MG Once Weekly) TBPK 50 MG
13.00%
2156006000B780
Xpovio (60 MG Once Weekly) TBPK 60 MG
13.00%
2170007750E520
Besremi SOSY 500 MCG/ML
16.00%
219900026OB740
Kisgali Femara (400 MG Dose) TBPK 200 & 2.5 MG
16.50%
219900026OB760
Kisgali Ferrara (600 MG Dose) TBPK 200 & 2.5 MG
16.50%
221000501OG230
Zilretta SRER 32 MG
13.00%
301700754OG210
Signifor LAR SRER 10 MG
13.00%
301700754OG220
Signifor LAR SRER 20 MG
13.00%
301700754OG225
Signifor LAR SRER 30 MG
13.00%
301700754OG230
Signifor LAR SRER 40 MG
13.00%
301700754OG240
Sigrnfor LAR SRER 60 MG
13.00%
303000100OD420
Acthar Gel AUIJ 40 UNIT/0.5ML
13.00%
303000100OD430
Acthar Gel AUIJ 80 UNIT/ML
13.00%
30454060008710
J nar ue TBPK 15 MG
17.50%
3045406000B720
J nar ue TBPK 30 & 15 MG
17.50%
3045406000B725
J nar ue TBPK 45 & 15 MG
17.50%
30454060008735
J nar ue TBPK 60 & 30 MG
17.50%
3045406000B745
J nar ue TBPK 90 & 30 MG
17.50%
3090806000B120
Ol ruva (2 GM Dose) THPK 2 GM
12.00%
3090806000B130
Ol ruva (3 GM Dose) THPK 3 GM
13.00%
3090806000B 140
Ol ruva (4 GM Dose) THPK 2 & 2 GM
12.00%
30908060008150
Ol ruva (5 GM Dose) THPK 2 & 3 GM
12.00%
3090806000B160
O1. ruva (6 GM Dose) THPK 3 & 3 GM
12.00%
30908060008 170
Ol ruva (6.67 GM Dose) THPK 3 & 3.67 GM
12.00%
3090855040E530
Palynzig SOSY 20 MG/ML
16.25%
4012007000B720
Uptravi Titration TBPK 200 & 800 MCG
13.00%
45309902808710
Symdeko TBPK 50-75 & 75 MG
17.00%
453099028OB720
Symdeko TBPK 100-150 & 150 MG
17.00%
Vendor Services Agreement Page 73 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
453099034OB120
Trikafta THPK 80-40-60 & 59.5 MG
i
17.50%
45309903408140
Trikafta THPK 100-50-75 & 75 MG
13.00%
45309903408720
Trikafta TBPK 50-25-37.5 & 75 MG
17.50%
453099034OB740
Trikafta TBPK 100-50-75 & 150 MG
17.50%
525040504OD520
Omvoh SOAJ 100 MG/ML
20.00%
5250405040E520
Omvoh SOSY 100 MG/ML
20.00%
525050201OF860
Cimzia Starter Kit PSKT 6 X 200 MG/ML
20.50%
5662605060E520
Rivfloza SOSY 128 MG/0.8ML
13.00%
5662605060E530
Rivfloza SOSY 160 MG/ML
13.00%
624010150OB718
Mavenclad(4 Tabs) TBPK 10 MG
18.50%
62401015008722
Mavenclad (5 Tabs) TBPK 10 MG
18.50%
62401015008726
Mavenclad (6 Tabs) TBPK 10 MG
18.50%
624010150OB732
Mavenclad(7 Tabs) TBPK 10 MG
18.50%
624010150OB736
Mavenclad(8 Tabs) TBPK 10 MG
18.50%
62401015008740
Mavenclad(9 Tabs) TBPK 10 MG
18.50%
62401015008744
Mavenclad (10 Tabs) TBPK 10 MG
18.50%
6240306045D520
Rebif Rebidose SOAJ 22 MCG/0.5ML
19.40%
6240306045D540
Rebif Rebidose SOAJ 44 MCG/0.5ML
19.40%
6240306045D560
Rebif Rebidose Titration Pack SOAJ 6X8.8 & 6X22 MCG
19.40%
6240306045E520
Rebif SOSY 22 MCG/0.5ML
19.40%
6240306045E560
Rebif Titration Pack SOSY 6X8.8 & 6X22 MCG
19.40%
6240306045F830
Avonex Prefilled PSKT 30 MCG/0.5ML
20.00%
62405525008320
Tecfidera CDPK 120 & 240 MG
19.00%
96.50%
62407050208220
Zeposia Starter Kit CPPK 0.23MG & 0.46MG & 0.92MG
16.50%
627010251OD520
Wainua SOAJ 45 MG/0.8ML
13.00%
6270104010E520
Te sedi SOSY 284 MG/1.5ML
13.00%
6270609010E520
Amvuttra SOSY 25 MG/0.5ML
13.00%
662700150OF840
Humira-Ped>/=40kg Crohns Start PSKT 80 MG/0.8ML
22.30%
662700150OF880
Humira-Ped<40kg Crohns Starter PSKT 80 MG/0.8ML & 40MG/0.4ML
22.30%
6627001503F560
Adalimumab-aa (1 Pen) AJKT 80 MG/0.8ML
13.00%
8580509520E520
Zilbiysg SOSY 16.6 MG/0.416ML
13.00%
8580509520E530
Zilbrysg SOSY 23 MG/0.574ML
13.00%
8580509520E540
Zilbrysg SOSY 32.4 MG/0.81ML
13.00%
8582004010E520
Firazyr SOSY 30 MG/3ML
40.00%
40.00%
8584204020E510
Takhzyro SOSY 150 MG/ML
13.00%
8584204020E520
Takhzyro SOSY 300 MG/2ML
16.50%
Vendor Services Agreement Page 74 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
9025051800D520
Bimzelx SOAJ 160 MG/ML
i
19.44%
9025051800E520
Bimzelx SOSY 160 MG/ML
17.00%
9025057070F820
Skyrizi (150 MG Dose) PSKT 75 MG/0.83ML
21.35%
9025057500E520
Cosentyx SOSY 150 MG/MIL
19.15%
9025057770E530
Spevigo o SOSY 150 MG/ML
13.00%
9079355510D420
Nemluvio AUIJ 30 MG
14.00%
9940507040E520
Enspryng SOSY 120 MG/ML
15.50%
9948601000B720
Vi•oice TBPK 50 MG
16.00%
9948601000B730
Viioice TBPK 125 MG
13.00%
9948601000B740
Vijoice TBPK 200 & 50 MG
13.00%
Vendor Services Agreement Page 75 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
1W14HIC11wra
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT (this "BAA"), dated as of January 1, 2026 (the "Effective
Date"), is entered into by and between City of Fort Worth, TX, on behalf of its group health plan ("Covered
Entity"), and Rightway Healthcare, Inc., a Delaware corporation ("Business Associate" and, together with
Covered Entity, the "Parties"). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the federal Standards for Privacy of Individually Identifiable Health
Information, 45 C.F.R. Part 160, subpart A and Part 164, subparts A and E (the "Privacy Rule"), the federal
Security Standards, 45 C.F.R. Part 160, subpart A and Part 164, subparts A and C (the "Security Rule"),
or 45 C.F.R. Part 160, subpart A and Part 164, subpart D (the "Breach Notification Rule", and, collectively
with the Privacy Rule and the Security Rule, the "HIPAA Rules"), as each may be amended from time to
time.
RECITALS
WHEREAS, Covered Entity is subject to (a) the federal Health Insurance Portability and
Accountability Act of 1996, 42 U.S.C. §§ 1320d - 1320d-8, as amended from time to time ("HIPAA"),
and is required to safeguard individually identifiable health information Covered Entity creates, receives,
maintains or transmits in accordance with the requirements HIPAA establishes, and (b) the requirements
set forth in the Health Information Technology for Economic and Clinical Health Act and any regulations
promulgated thereunder;
WHEREAS, Covered Entity desires to engage Business Associate, and Business Associate desires,
to perform pharmacy benefits management services for Covered Entity pursuant to one or more written
agreements, including any amendments thereto (collectively, "Agreement") with Business Associate ("the
Services"), which may involve Business Associate's use or disclosure of Protected Health Information
created, received, maintained or transmitted by Business Associate for or on behalf of Covered Entity
(collectively, "PHI"); and
WHEREAS, this BAA is intended to comply with the requirements for business associate
agreements under the HIPAA Rules and shall be construed to achieve compliance with those requirements.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE I
OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
1.1 Limits on Use and Further Disclosure Established by Agreement or by Law. Business
Associate hereby agrees that any PHI provided or made available by Covered Entity shall not be further
used or disclosed other than as permitted or required by this BAA or as required by law. To the extent
Business Associate is to carry out any of Covered Entity's obligation under the Privacy Rule, Business
Associate shall comply with the requirements of the Privacy Rule that apply to Covered Entity in the
performance of such obligation.
Vendor Services Agreement Page 76 of 82
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City Secretary Contract No.
1.2 Appropriate Safeguards. Business Associate will use appropriate administrative, physical, and
technical safeguards, and comply with the Security Rule with respect to electronic PHI, to prevent use or
disclosure of the PHI, other than as provided for by this BAA. Business Associate agrees to take
reasonable steps, including providing adequate training to its employees to ensure compliance with
this BAA and to ensure that the actions or omissions of its employees or agents do not cause
Business Associate to breach the terms of this BAA.
1.3 Reports of Improper Use or Disclosure. Business Associate hereby agrees that it shall promptly
report to Covered Entity any use or disclosure of PHI not provided for or allowed by this BAA. This
provision shall apply to breaches of unsecured PHI as required by 45 C.F.R. § 164.410, and any security
incident of which it becomes aware that results in the unauthorized use, disclosure, modification or
destruction of electronic PHI. This provision shall be deemed notice of all other Security Incidents, for
which no further reporting shall be required.
1.4 Subcontractors. In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), if
applicable, Business Associate hereby agrees to enter into written agreements with any subcontractors that
create, receive, maintain or transmit PHI on behalf of Business Associate, and the terms of such agreements
shall incorporate the applicable restrictions, conditions and requirements that apply to Business Associate
with respect to such information as set forth herein.
1.5 Right of Access to Information. Business Associate hereby agrees to make available all PHI in a
Designated Record Set, as that term is defined in 45 C.F.R. § 164.501, to the "Covered Entity" or the
"Individual" or the "Individual's designee", as necessary to satisfy Covered Entity's obligations under 45
C.F.R. § 164.524. The obligations of Business Associate in this Section 0 apply only to PHI in Designated
Record Sets in Business Associate's possession or control.
1.6 Amendment and Incorporation of Amendments. Business Associate agrees to make any
amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45
C.F.R. § 164.526, or to take other measures as necessary to satisfy Covered Entity's obligations under 45
C.F.R. § 164.526. The obligations of Business Associate in this Section 0 apply only to PHI in Designated
Record Sets in Business Associate's possession or control.
1.7 Provide Accounting. Business Associate agrees to maintain and make available the information
required to provide an accounting of disclosures to the "Covered Entity" or "individual" as necessary to
satisfy Covered Entity's obligations under 45 C.F.R. § 164.528, which describes the requirements
applicable to an Individual's request for an accounting of disclosures of PHI relating to the Individual.
1.8 Access to Books and Records. Business Associate hereby agrees to make its internal practices,
books, and records relating to the use or disclosure of PHI received from, or created or received by Business
Associate on behalf of Covered Entity, available to the Secretary of the Department of Health and Human
Services ("HHS"), or the Secretary's designee, for purposes of determining compliance with the HIPAA
Rules.
ARTICLE II
PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
2.1 Stated Purposes. Business Associate is permitted to use and/or disclose PHI only as necessary to
perform the Services (the "Stated Purpose") and otherwise permitted herein.
2.2 As Required by Law. Business Associate may use or disclose PHI as required by law.
Vendor Services Agreement Page 77 of 82
CONFIDENTIAL AND PROPRIETARY
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2.3 Other Permitted Uses and Disclosures. In addition to the Stated Purposes for which Business
Associate may use or disclose PHI, Business Associate may use or disclose PHI provided or made available
by Covered Entity for the proper management and administration of Business Associate or to carry out
legal responsibilities of Business Associate. Notwithstanding the foregoing, such a disclosure is permitted;
provided that:
a. The disclosure is required by law; or
b. (i) Business Associate obtains reasonable assurances from the person to whom the
PHI is disclosed (the "Disclosee") that it will be held confidentially and used or further disclosed only as
required by law or for the purposes for which it was disclosed to the Disclosee, (ii) the Disclosee will use
appropriate safeguards to prevent use or disclosure of the PHI; and (iii) the Disclosee promptly notifies
Business Associate of any instance of which the Disclosee is aware in which the confidentiality of the
information has been breached.
2.4 Minimum Necessary. Business Associate agrees to make uses, disclosures and requests of PHI in
accordance with the minimum necessary standard of the Privacy Rule.
ARTICLE III
TERM AND TERMINATION
3.1 Term. The term of this BAA shall commence as of the Effective Date and shall terminate upon
termination of the Services in accordance with the Agreement or in accordance with the terms of this Article
III.
3.2 Termination for Breach. In the event that Covered Entity has knowledge of a material breach of
this BAA by Business Associate, Covered Entity may immediately terminate this BAA and the Services if
the breach is not curable.
3.3 Obligations of Business Associate Upon Termination. Upon termination of this BAA for any
reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or
received by Business Associate on behalf of Covered Entity, shall, unless required by law to retain the PHI,
return or destroy the PHI
The obligations of Business Associate under this Section 3.3 shall survive the termination of this BAA.
ARTICLE IV
MISCELLANEOUS
This BAA cannot be amended except by mutual written agreement of Covered Entity and Business
Associate. This BAA shall be binding on the Parties and their successors and assigns, but neither Party may
assign this BAA without the prior written consent of the other, which consent shall not be unreasonably
withheld. This BAA shall be incorporated into the Agreement, and the provisions of the Agreement that
apply to this BAA shall apply as of the Effective Date of this BAA. The Parties have not created and do not
intend to create by this BAA any third party rights under this BAA. If any provision of this BAA, or any
other agreement, document or writing pursuant to or in connection with this BAA, is found by a court of
competent jurisdiction to be wholly or partially invalid or unenforceable, the remainder of this BAA shall
remain in full force and effect. No term or provision of this BAA shall be deemed waived and no breach
excused unless such waiver or excuse of breach is in writing, signed by the Party against who such waiver
or excuse is claimed.
(Remainder of page intentionally left blank; signature page follows)
Vendor Services Agreement Page 78 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
IN WITNESS WHEREOF, the Parties have caused this BAA to be signed and delivered by their duly
authorized representatives as of the Effective Date.
COVERED ENTITY
City of Fort Worth, TX
By:
Dianna for ano (Apr
Name:
Title:
04/22/2026
BUSINESS ASSOCIATE
Rightway Healthcare, Inc.
Signedby:
Jo�1�k4+ r d44'k4+
By. 423
Name: Jordan Feldman
Title: CEO
4/17/2026
Date:
Vendor Services Agreement Page 79 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
ATTACHMENT D
REGULATORY ADDENDA
TEXAS TPA REGULATORY ADDENDUM
With respect to the following provisions required by the State of Texas, "Administrator" shall mean
RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement.
Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows:
1. Applicability. This Addendum is required by Texas Insurance Code § 4151.102, to the extent such
requirements are applicable to the services provided by Administrator under the Agreement and such
requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible
Person(s) reside in the State of Texas and Insurer is an insurer, plan, or plan sponsor as defined in Texas
Insurance Code § 4151.001(2).
2. General. In the event of a direct conflict between this Addendum and the Agreement, the
applicable provisions of this Addendum shall control if required. Absent such direct conflict, the terms and
conditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this
Addendum shall have the same meaning as set forth in the Agreement. This Addendum may be modified
from time to time pursuant to the Agreement.
3. Duties of Insurer. Insurer shall be responsible for determining the Covered Products, premium
rates, underwriting criteria, and Claims payment procedures applicable to such coverage and for securing
reinsurance, if any. The rules pertaining to these matters (as applicable) must be provided, in writing, by
Insurer to Administrator. The responsibilities of Administrator as to any of these matters shall be set forth
in the Agreement. It shall be the sole responsibility of Insurer to provide for competent administration of
its programs. Tex. Ins. Code § 4151.1042(a), (b).
4. Claims Payment.
4.1 The Parties agree that Administrator will not receive premiums or contributions paid by or
on behalf of an Eligible Person or Eligible Person for Insurer. Tex. Ins. Code § 4151.105(a)(1).
4.2 The payment of Claims by Insurer to Administrator, if any, shall not be deemed payment
to an Eligible Person or claimant until such payments are received by the Eligible Person or
claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to
make payments to Eligible Persons or claimants. Tex. Ins. Code § 4151.105(a)(2), (b).
4.3 To the extent Administrator pays a Claim from money collected for or on behalf of Insurer,
such Claim shall be paid by on drafts or checks of and as authorized by Insurer. Tex. Ins. Code§
4151.111(b).
4.4 Administrator may not pay a Claim from a fiduciary bank account established under
Section Tex. Ins. Code § 4151.107. Tex. Ins. Code § 4151.109.
5. Record Retention.
Vendor Services Agreement Page 80 of 82
CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
5.1 The Agreement. Administrator and Insurer agree to retain a copy of the Agreement as part
of their official records for the term of the Agreement and five (5) years thereafter. Tex. Ins. Code§
4151.103(a). In the event a policy or plan document is issued to a trust, a copy of the trust agreement, and
any amendment thereto, becomes part of the Agreement. Tex. Ins. Code§ 4151.102(b).
5.2 Maintenance. During the term of the Agreement and for at least five (5) years thereafter,
Administrator shall maintain at its principal office adequate books and records among Administrator,
Insurer, and Eligible Persons in accordance with prudent standards of insurance recordkeeping. Tex. Ins.
Code § 4151.112. Upon termination of the Agreement, Administrator shall (i) deliver the books and records
to a successor administrator or if there is not a successor administrator, to Insurer, and (ii) provide written
notice to the Commissioner of Insurance of the Texas Department of Insurance of the location of the books
and records. Tex. Ins. Code § 4151.114.
5.3 Insurer Access. Insurer is entitled to continuing access to Administrator's books and
records sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to
any restrictions in the Agreement on the proprietary rights of the Parties in Administrator's books and
records. Tex. Ins. Code § 4151.113. If Administrator administers Covered Benefits for more than one
hundred certificate holders on behalf of Insurer, Insurer may, at least semiannually, conduct a review of the
operations of Administrator. At least biennially, Insurer may conduct an on -site audit of the operations of
Administrator. Tex. Ins. Code § 4151.1042(c).
5.4 Texas Insurance Commissioner Access. Administrator acknowledges that Texas Insurance
Code § 4151.103(b) provides that the "[o]n written request by the commissioner, the administrator shall
make the written agreement available for inspection by the commissioner or the commissioner's
designee." Administrator further acknowledges that Texas Insurance Code § 4151.113 provides that "[f]or
the purpose of examination, audit, and inspection, the administrator shall provide to the commissioner and
the commissioner's designee access to the books and records maintained as required by Section 4151.112."
5.5 Confidentiality of Patient Information. Administrator shall maintain all data that identifies
an Eligible Person in a confidential manner that prevents disclosure to a third party unless the disclosure is
otherwise permitted by Law, and shall not sell a list of Eligible Persons that contains information that can
be used to identify an individual Eligible Person. Tex. Ins. Code § 4151.153.
6. Adjudication of Claims. Administrator shall adjudicate a Claim not later than the 60th day after
the date on which it receives valid proof of loss in connection with the Claim. Tex. Ins. Code § 4151.111(a).
7. Underwriting. The Parties agree that Administrator does not provide any underwriting services
to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely
the responsibility of Insurer. Tex. Ins. Code §§ 4151.102(a-1), 4151.110.
8. Advertising. Administrator may use advertising relating to the business underwritten by Insurer
only to the extent that the advertising has been approved by Insurer before the advertising is used. Tex.
Ins. Code§ 4151.116.
9. Notice to Eligible Persons and ID Cards. Administrator shall provide a written notice approved
by Insurer to Eligible Persons (i) advising them of the identity of, and relationship among, Administrator,
Eligible Person, and Insurer. Tex. Ins. Code § 4151.104(a), (b). Administrator shall issue an identification
card to each Eligible Person not later than 30 days after the date Administrator receives notice that an
individual is an Eligible Person. The identification card must contain the information identified by statute.
Tex. Ins. Code § 4151.152.
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CONFIDENTIAL AND PROPRIETARY
Docusign Envelope ID: ADE00953-6C1D-4915-A9C6-D027F7115941
City Secretary Contract No.
10. Compensation. Administrator and Insurer agree that the compensation that is payable to
Administrator under the Agreement may not be based on the savings accruing to Insurer because of adverse
determinations regarding Claims for Covered Products, reductions of or limitations of Covered Products,
or other analogous actions that are made or taken by Administrator. This section shall not prevent
Administrator's compensation from being based on a percentage of the charges Administrator collects or
the number of Claims paid or processed. Tex. Ins. Code § 4151.117.
11. Confidentiality. Administrator shall maintain information that identifies an individual covered by
a plan as confidential, in accordance with Texas Insurance Code § 4151.115.
12. Agreements Between Administrators and Employers. Administrator does not collect
contributions, adjust workers' compensation Claims, or settle workers' compensation Claims. Tex. Ins.
Code § 4151.254.
13. Certain Funds Collected or Received by Administrator. Administrator does not collect any
premium or contribution for Insurer for insurance coverage. Administrator holds in a fiduciary capacity
return premium Administrator receives from Insurer, if any. Tex. Ins. Code § 4151.106.
14. Delivery or Deposit of Certain Funds Received by Administrator.
14.1 On receiving a return premium, if applicable, Administrator shall: (1) timely deliver the
funds to the person entitled to the funds according to terms of the Agreement; or (2) promptly deposit the
funds in a fiduciary bank account established and maintained by Administrator. Tex. Ins. Code §
4151.107(a).
14.2 If premiums or contributions deposited in a fiduciary bank account were collected on behalf
of more than one insurer, plan, or plan sponsor, Administrator shall: (1) maintain records that clearly record
separately the deposits to and withdrawals from the account on behalf of Insurer; and (2) on request of
Insurer, provide to Insurer a copy of the records relating to deposits and withdrawals on behalf of Insurer
or plan. Tex. Ins. Code § 4151.107(b).
14.3 The requirements of Tex. Ins. Code § 4151.107(b): (1) are in addition to requirements of
any other federal or state law; and (2) do not authorize the commingling of funds if otherwise prohibited
by law. Tex. Ins. Code § 4151.107(c).
15. Withdrawals From Fiduciary Account. A withdrawal from a fiduciary bank account established
under Section Tex. Ins. Code § 4151.107 may be made only as provided in the Agreement for any of the
following purposes: (1) delivery to Insurer entitled to payment; (2) deposit in an account controlled and
maintained in the name of Insurer; (3) transfer to and deposit in a Claims payment account for payment of
a Claim as provided by Section Tex. Ins. Code § 4151.111; (4) payment to a group policyholder for delivery
to the insurer entitled to payment; (5) payment to Administrator of Administrator's commission, fees, or
charges; (6) delivery of a return premium to any person entitled to payment; or (7) payment of a premium
for stop -loss or excess loss insurance. Tex. Ins. Code § 4151.108.
16. Discount Health Care Programs. Administrator may not require a Practitioner to accept or
process claims under a discount health care program unless the Practitioner has agreed to do so in writing,
and must not condition participating in any of its networks on the Practitioner's agreement to process
discount health care program claims. Tex. Ins. Code § 4151.154.
Vendor Services Agreement Page 82 of 82
CONFIDENTIAL AND PROPRIETARY
M&C Review 4/2/26, 10:46 AM
Official site of the City of Fort Worth, Texas
ACITY COUNCIL AGEND FORT WORTH
Create New From This M&C
REFERENCE **M&C 25- 13P RFP 25-0120
DATE: 9/16/2025 NO.: 0845 LOG NAME: PHARMACY BENEFITS
MANAGER DM HRD
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with Rightway Healthcare, Inc., for
Administration of the City's Pharmacy Benefits in an Amount Up to $2,032,160.00, for the
Initial Three -Year Term with the Option to Renew for Two Additional One -Year Terms
for the Same Amount at the City's Sole Discretion for the Human Resources Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with Rightway
Healthcare, Inc., for administration of the City's pharmacy benefits in an amount up to $2,032,160.00,
for the initial three-year term with the option to renew for two additional one-year terms for the same
amount at the City's sole discretion for the Human Resources Department.
DISCUSSION:
The Human Resources Department approached the Purchasing Division to secure 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. 25-0120, which outlined detailed scope of
services including claims administration, financial guarantees on discounts and rebates, reporting, and
customer service for active employees, retirees, and surviving spouses.
The RFP was advertised in the Fort Worth Star -Telegram for six consecutive Wednesdays from April
16, 2025 through May 21, 2025. The City received nine (9) responses.
An evaluation panel consisting of staff from Human Resources, the Police Department, and a retired
City employee reviewed and scored the submittals using the Best Value criteria. Scores were
averaged for each of the criteria and the top five Proposers were invited for interviews and had the
opportunity to submit best and final offers. Final scores are shown in the table below.
Proposer
Evaluation Factors
Total
a
b
c
d
e
Rightway
Healthcare,
Inc.
18.76
21.67
12.67
18
12
83.09
OptumRx
17.39
13.33
17.33
10
7.5
65.56
BCBSTX
17.48
11.67
12.67
8.66
12.5
62.98
CVS
Health
20
10.83
12
12
8
62.83
Perform
Rx, LLC
18.88
10
12.67
9.33
6
56.88
The RFP outlined the following evaluation factors:
a. Cost
b. Quality of Proposal/Acceptability of Proposal
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M&C Review
c. Network, Formulary, and Disruption
d. Prescription Drug Program and Valued Added Programs
e. Firm's Background and Experience
After completing the evaluation, the panel concluded that Rightway Healthcare, Inc. offered the best
value to the City. As a result, the panel recommends that City Council authorize an agreement with
Rightway Healthcare, Inc. No guarantee was made that a specific amount of these services would be
purchased and Staff certifies that the recommended vendor's proposal meets all required
specifications.
FUNDING: The maximum amount allowed under this agreement will be $2,032,160.00; however, the
actual amount used will be based on the needs of the department and available budget. Funding will
be budgeted in the Claims Administration Expense account within the Group Health Insurance and
Retiree Healthcare Trust Funds for Fiscal Year 2026.
AGREEMENT TERMS: Upon City Council approval this agreement shall begin January 1, 2026 and
expire three years from that date.
RENEWAL TERMS: This Agreement may be renewed at the City's option for two additional one-year
terms. This action does not require City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal terms.
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.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of
the Fiscal Year 2026 Budget by the City Council, funds will be available in the Fiscal Year
2026 operating budget, as appropriated, in the Group Health Insurance and Retiree Healthcare Trust
Funds. Prior to an expenditure being incurred, the Human Resources Department has the
responsibility to validate the availability of funds.
BQN\\
91
Fund
Department
ID
Account
Project
ID
Program
Activity
Budget
Year
Reference #
(Chartfield 2)
Amount
FROM
Fund
Department Account
ID
Project
ID
Program
Activity
Budget
Year
Reference # Amount
(Chartfield 2)
Submitted for City Manager's Office by
Originating Department Head:
Additional Information Contact:
Reginald Zeno (8517)
Dianna Giordano (7783)
Reginald Zeno (8517)
Holly Moyer (7847)
Brandy Hazel (8087)
Denise Medrano (8063)
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4/2/26, 10:46 AM
ATTACHMENTS
M&C Review
FID TABLE - RFP 25-0120.xlsx (CFW Internal)
Form 1295 Certificate-Rightwaypdf (CFW Internal)
Rightway Healthcare Inc SOS 8.21.25.pdf (CFW Internal)
SAMs Report 8.21 .25.p (CFW Internal)
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FORT WORTH®
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Rightway
Subject of the Agreement: Vendor service agreement for Pharmacy Benefit Manager
M&C Approved by the Council? * Yes 0 No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 0
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 0
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 01/01/2026
If different from the approval date.
Expiration Date: 12/31/2028
If applicable.
Is a 1295 Form required? * Yes ❑ No 0
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.