1993-01
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~LLS~RIPS SERVICE AGREEMEN~
THIS AGREEMENT, made and entered into this /S'Í day of
~iJt{.f/~f , 199...å:. between Allsorips, Inc. an Illinois
Corporation, with offices at 1033 Butterfield Road, Vernon Hills,
Xllinois 60061 (hereinafter called "Allscrips") and city of
Clermont with oft ice. at PO Box 120219, Clermont, FL 34712
(hereinafter called "Client").
WITNESSETH.
WHEREAS, Allscripli has developed a 1I1ail service pharmacy
proqram which provides prescription filling services on a contract
basis to he.lth care plan sponsors (the "Proqram"); and
WHEREAS, Allsorips desires to make the Pr09ram available to
the Plan Participants of the Client.
NOW, THEREFORE, in consideration of the promises, covenants
and agreements herein contained, the parties hereto aqree as
tollows:
1.
PRESCRIPTION SERVICE P~OVIDED
a. Allscrips shall provide the proqram to the Plan
Participants of the Client who request the Program and are
listed on the eligibility list provided by the Client to
Allscrips (hereinafter called "Program Participants"). The
Program shall consist of fillinq leqal prescriptions for
maintenance druq therapy where such therapy will last more
than thirty (30) days. Quantiti.~ of 1I1edications dispensed
will be that quantity allowed by the prescription unless
Federal law or regulation, Federal Postal Regulations or other
appl icaÞle requlations I havinq the effect of law, dictate
otherwise. In any event, no more than the amount normally
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prescribed by the physician, not to exceed a supply of one
hundred (100) ~ays, will be dispensed at anyone time.
b. All qeneric medications used to fill prescriptions
will be approved by the Food and Drug Administration.
Pursuant to Ohio law, Allscrips will obtain consent to use
generic medication from the person receivinq the medication
prior to filling the prescription. Prescription labeling will
comply with federal and state of Ohio rGC ulations. All
prescriptions shall be filled by pharmacists licensed to
practice in Ohio. Allscrips shall be licensed as a terminal
distributor in Ohio.
c. All.grips shall maintain patient profiles on each
~lan Participant.
2.
PROGRAM OPERATXOR AND BI~¡~a
a. Upon notification to Allscrips of new
Participants by the Client, Allscrips will forward a
starter kit tor each Program Participant which will
all of the followinqa
Program
prO<Jram
include
1.
Patient Profile Cardl
Mailing Envelop..1 and
An explanation of how the Program works.
2.
3.
b. proqram charges will be compiled on a per
prascription basis consisting of a drug cost based on Average
Wholesale Price (as listed in the most current edition of the
Meåispan Price Service"published by MecUspan Incorporated and
Drua Topics Red Book published by (Medical Eoonomics Company,
Ino.) plus a tea schedule, all as described in Exhibit A
hereto. If applicable, Proqram Participants will be charged
a co-payment per prescription to be filled as described in
Exhibit A.
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c. In the event that the Client requires a co-payment
from the Program Participant, prescriptions will only be
tilled by Allscrips upon prior receipt of such co-payment.
d. Allsorips shall bill the Client on the last day of
the month tor prescriptions filled since the twenty sixth
(26th) day of the precedinq month. The Client shall make
payments to Allscrips by the fifteenth (15th) day followinq
the billinq date which shall be the invoice due date. The
failure of Allscrips.. to receive the balance due from the
Client by the invoice due date will result in Allscrips
assessing a one and one-half percent (1 1/2-') per month
finance charge (or such other rate as permitted by law) to the
balance due.
e. Allsorips will not accept returned medications for
credit to billinqs.
f. Upon request by the Client, All.grip. shall provide
monthly utilization reports as detailed in Exhibit A at a cost
scheduled on Exhibit A.
3.
CLI~T RESPONSIBILITIES
a. The Client aqrees to provide Allscrips with an
eliqible proqram Participant list which will serve as the
basis for membership to the proqram until modified. The
format of the proqram participant Lists shall be approved by
Allscrips. Program Participant Lists may be updated not more
often than once per month and shall contain a revision date
on the document. Updated Program Participant Lists will serve
as the basis for membership on the next reqular business day
after receipt by Allscrips. The Client agrees to be
responsible for payments to Allscrips for services rendered
to unauthorized Program Participants where the Client has
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failed to provide an updated Program Participant List to
Allscrips pursuant to this Agreement.
b. The Client agrees to cooperate and assist Allscrips
in the marketinq of the proqram to proqram Participants and
in any educational efforts reÇJardinq the Proqram.
4.
CONFIDENTIALITY
Allsorips aqrees that it will not disclose the content
-of any records maintained by Allscrips concerning prescription
information to anyone"other than the Client, its authorized
agents, third party payers, their authorized agents (provided
that the Client first obtains the Pro9ram Participant's
consent for the Client to obtain confidential records from
Allscrips), or recipients of prescription mail services.
5.
ItjDEMNIFICATION
a. Allscrips hereby agrees too in<1emnify the Client from
and against any and all claims, actions, awards, judqements,
settlements, damages, liabilities and expenses of whatever
nature, including attorneys' fees, (i) arising from or out of
the failure, refusal or neglect of Allsorips to comply with
any of the provisions of this A9reement, including the
prescription fillinq,. dispensing, packac¡ing, handling and
shipping of medication, or (ii) occasioned wholly or in part
by any neqliqent or willful act or omission of Allsorips or
its 8gents, contractors or employees.
b. Client agrees to indemnify Allsorips from and
against any and all claims, actions, awards, judqements,
settlements, damages, liabilities and expenses, including
attorney's fees, due to Client'.s (or its employer in a
capacity other than as a plan Participant) neqliqent or
willful act or omission.
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c. The aqreement of Allscrips and the Client under the
foregoing indemnity provisions is expressly conditioned upon
notice of any such action havinq been sent by the party
seekinq indemnity to the other by certified letter or telegram
(addressed as provided in this A9reement) promptly after the
commencement ot such action against the party, its agent,
contractors or employees, such notice beinq accompanied either
by copies of papers served or filed in connection with such
action or by a statement of the nature of the action to the
extent known.
d. Allscrips and the Client hereby 89ree to notify the
other of any and all notices of disputes, claims, or other
actions arisinq out of this Agreement, in writin9, by
certified mail, postage prepaid, return receipt requested.
Notices shall be sent to the addresses as provided in this
section. Any such notice of disput~s, claims or other actions
so addressed and mailed shall be deemed to have been qiven
when so mailed. Any party may change the address to which
notices or communications shall be 9iven by notifyinq the
other party in writing as provided in this section.
If to Allscrips, to the attention of:
Mr. James R. zilka
Vice President Finance/CPO
Allsor1ps Pharmaceuticals, Ino.
1033 Butterfield Road
Vernon Hills, Illinois 60061
Phone: (708) 680-3515
If to Client, to the attention of a
Mr. Joseph Van Zile
city of Clermont
PO BoX 120219
Clermont, FL 34712
phone I (g04) 394-4081
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e. The agreements contained in this section shall
-survive the termination of this Aqreement.
6.
INSURANCE
During the term of this Agreement, Allscrips shall, at
its sole cost and expense, maintain general public liability
insurance, incluäinq professional pharmacy liability
insurance, in limits of not less than $1 1I1illion combined
single limit for both bodily injury and property damage, and
Allscrips may, to the extent such insurange is reasonably
commercially available, maintain such insurance in any qreater
amount. A certificate ot insurance pursuant to this paraqraph
six (6) shall be provided on an annual basis to Client.
7.
TERM. EXCLUSIVITY AN~ CAN~LLATION
a. This Agreement shall commence as of the date first
written above, and shall continue for one (1) year thereafter,
and shall be renewed automatically for successive periods of
one year unless terminated or modified as provided herein.
It is agreed that this Agreement shall be exclusive agreement
for pharmacy mail services, and the Client shall not, without
the written consent of Allscrips, offer to its Program
Participants any pharmacy mail .servioe proqram which is
substantially similar to the pharmacy mail service program
developed for Client by Allscrips, .ither itself or through
another marketing Agent, for the term of this Aqreement and
any 8xtension thereof.
Þ. Allscrips reserves the riQht to terminate this
Agreement upon thirty (30) days' notice to the Client for lack
of payment by the Client or if the Client is adjudqed a
Ibankrupt, makes a general assiqnment tor the benefit of its
creditors, or has a receiver appointed on account of its
insolvency.
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c. Notwithstanding any other provision contained
herein, either Allscrips or the Client may terminate this
Agreement with th1rty (30) äays. notification to the other
party by reqistered or certified mail notification.
d. Allscrips reserves the riqht to chanqe its fees for
_the services and products described herein following the one
(1) year of this Aqreement before renewal of term and upon its
proviàin9 thirty (30) days written notice of such change.
8.
USE OF TRADEMARKS
Each party agrees that it shall not use the registered
tradenames, trademarks, service marks, logo name or any other
proprietary desiqnations of the other party in any advertising
materials or otherwise without the other party's prior written
consent.
9.
RELATIONSijIP OF THE PARTIES
Client and Allscrips agree that, in performinq their
responsibilities pursuant to this Agreement, they are in the
position of independent contractors. Nothinq contained herein
shall indicate that the parties have any relationship other
than sat forth in this paragraph. Except as express ly
provided herein, neither party shall have the right to bind
or obliqate the other party in any manner without the prior
written consent of the other party.
10.
GENERAL PROVISIONS
a. This Aqreement contains the entire agreement between
the parties hereto and shall not be modifie~, amended or
supplemented, or any ~~qhts herein waived, unless specifically
agreed upon in writin9 by the parties hereto. This Agreement
supersede. any and all previous agreements between the
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parties, whether written or oral. A waiver by any party of
any breach or default by the other party under this A9reement
shall not constitute a continuing waiver by such party of any
subsequent act in breach of or in default hereunder.
Þ. All notices, consents, and communications hereunder
shall be in writinq and shall be deemed to be qiven upon
receipt thereot, at the addresses stated at section 5 Cd) of
this Aqreement, and shall be sent by registered or certified
mail, r.turn receipt requested.
c. Neither this A9reement nor any riqhts hereunder may
be assi9ned or transferrecS in whole or in part by either
party, without the prior written consent of the other. In all
other respects, this Agreement shall be binding' upon and shall
insure to the benefit of the parties hereto, their respective
successors and assi9ns.
ð. The headings in this A9reement have been inserted
for convenient reference and shall not be considered in any
questions of interpretation or construction of this Aqreement.
e. This Agreement and the ri9hts of the parties
hereunder shall be qoverned by the laws of the State of
Illinois.
t. The provisions ot this Agreement are severable and
independent and, if any such provisions shall be unenforceable
in whole or in part, the remaining provisions and any
partially enforceable provision, to the extent enforceable in
any jurisdiction shall nevertheless be binding and
enforceable.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of
the day and year first written above.
By'
Title:
Date:
ø /1~~
f7l~
71~/O /9tl¿
/
ALLSCRIPS, IIIC.
By:
Title;
Date:
+-
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EXHIBIT A
This addendum to the Allsorips Agreement ("Addendum") made
and entered into as of this 1$ day of _MAlIA.A!2 Y ,
199~ by city ot Clermont and made part of certain Agreement dated
the /$ day of ----M¡JU1tfl 'f , 199~ by and between the
¡parties hereto.
I.
BILLING INFORMA~I9~
ø Billin9 Address:
III
Billing Media:
t!J
Billin9 Schedule:
III
Billing Terms:
City of Clermont
PO Box 120219
Clermont, r~ 34712
contact. St:>5"fL &~ L//~
Phone: flV'Y; - ? ~ 4:/ - ~ r I
[ ] Disk"
[ ] Tape
[XX] Hard Copy
[XX] Monthly (Last Day)
[ ] Other
Net 15 days (payable by 15th day of
month)
.. Price Basis:
Tracht drugs: AWP LESS lOt Generio dru9s: AWP LESS 20~
Dispensing fee: S3.00 Compound fee: -0-
Hin script charqe: -0- po,stage: -0-
Co-Pay:
Trade druqs S10.00 Generic dru9s $5.00
II.
PARTICIPANT
. Media:
ELIGIBIL+TY
[ ]
D(J
[ .]
I)
Format:
Eligibility Contact:
Telephone Number:
.
Disk
Tape
Hard Copy
Sc""p&,-/.r /o.,,~ ~r/
¿;:oó ~?2" ~~?/
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III.
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Update Schedule (updates and deletions):
[ ] Weekly [XX] Monthly [ ] Other
Humber of Covereà Kambe~.:
Active.
Employees
RetirecSl
Employees Spouses
E119ible Dependents:
Up to r;z. S- years of aqe 1n school
Up to / 9' years of &g-
f
.
7 Ò . Spouses
Child~8n
Children
II
DRUG/PRODUCT ELIGIBILITY
The basic plan provides oovera98 for all druqs bearin9
the federal le<jJend statement (presoription druqs). The
Client may restrict certain medications or may add non-legend
druq& and products.
This plan covers specifically the followinq meàioations
and products:
All prescription druqs [XX] YES [ ] NO
Oral Contraceptives [XX] YES ( ] NO
Insulin [XX] YES [ ] NO
syrinqes with Insulin [XX] YES [ ] NO
Prescription vitamin. [ ] YES [XX] NO
Nicorette CiJum [ ] YES [XX] NO
Nicotine Patches [ ] YES [XX] NO
Rogaine [ ] YES [XX] NO
Compounded druqs [XX) YES r ] NO
Anorexics [ ] YES [XX] NO
O'I'C medications [ ] YES [XX) NO
OTC vitamin. [ J YES [XX] NO
Diaqnostic agents (tests) [ J YES [XX] NO
Devices and ostomy supplies ( ] YES [XX] NO
Injectable drugs ( ] YES [XX] NO
Retin-A ( ) YES (XX) NO
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Minimum days supply 3'0 days
Maximum days supply /ðC' days
18 Generic Substitution (check one).
[ ] substitution of qenerio proQuots is requireQ
~never leqa11y and clinically appropriate.
[ v( Sub~titution of <¡enaric proQucts is only permissible
when a 11owed by the physician signing the
prescription.
IV.
~NAGEMENT REPORTS
The below listed comprehensive reports are available at
- no charas. They are designed to maximize each client t s
ability to monitor and control this benefit. Indicate those
that are desired.
~ KoDtbly Reports (check those required)
.
Billina ReDort~
[ ~Claim Billing
[ v(' Claim Billinq
[ ) Claim 81111n9
[ ] Claim Billing
Detail
Summary
Reports
Reports
by Brand
by Generic
~inas and Cost Analysis
[~aVin9S Summary Report (Comparison
[~CUmulative Savinqs Summary Report
r v{ Drug' Cöst Analysis
[l/1 Drug Cost Analysis Detail
to Retail)
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utilization Reoorts (Quarterly Reports)
[ V] Gross utilization Reports
[~Mœmber utilization Reports by Member, Spouse
and Dependent Age Ranqes
[ ] utilization Reports by National Druq Code (NDC)
( ) Utilization Reports Þy presoriber
[ ] utilization Reports by State of Residence
( )~tilization Repo~t. by Patient Name
[ vi utilization Analysis
[ ] prescribing Analysis
v.
IMPLEMENTATIQN INFORMATION
.
stella Soilotro
( ] YES ( ~O
[ ] Client [) Allscrips
[ ~ [] NO
.
Allscrips Coordinator1
Customer letter required:
It yes, supplied by:
Due date: I /
Standard starter kit:
If no, please speoifys -
Send kits to: [v("sponsor [ ] Participants
If participants, to: [ ] Home [) Work
Date at mailinqs /Z/ /~ JfÞ~
Union 1090 required on print.~terials:
[ J Yes (~NO J
.
.
.
OTHER INFORMATION:
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