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AGREEMENT
THIS AGREEMENT is made and entered into this day of ,2017,
by and between the COUNTY OF FRESNO,a Political Subdivision of the State of California,
hereinafter referred to as "COUNTY ",and FINANCIAL MARKETING CONCEPTS,INC.dba,
COAST2COAST RX DISCOUNT CARD PROGRAM ,a Florida corporation authorized to do
business in the State of California,whose address is 1102 A 1 A North,Suite 202,Ponte Vedra Beach,
Florida,32082,hereinafter referred to as "CONTRACTOR ".
W 11 N E S S E T H:
WHEREAS,COUNTY,through its Department of Public Health (DPH ),is in need of a
Prescription Drug Discount Program to benefit COUNTY ’S uninsured and underinsured Fresno
County residents;and
WHEREAS,CON TRACTOR ,has created a discount prescription card program ,the
“Coast 2Coasl Rx Discount Card Program ”,which provides discounts on the retail price of prescription
drugs to individuals and families;and
WHEREAS,CONTRACTOR can provide COUNTY the opportunity to offer its Coast2Coast
Rx discount pharmacy card to its residents at no cost to the COUNTY or COUNTY ’S residents;and
WHEREAS,CONTRACTOR ,is qualified and is willing to provide such services,pursuant to
the terms and conditions of this Agreement.
NOW ,THEREFORE,in consideration of their mutual covenants and conditions,the parties
hereto agree as follows:
1 .CONTRACTOR ’S RESPONSIBILITIES
A .CONTRACTOR shall perform all services and fulfill all responsibilities as
identified in COUNTY'S Request for Proposal (RFP)No.17-061 dated March 3,2017,Addendum
One (1 )to COUNTY 'S RFP No.17-061 dated March 22.2017,(hereinafter collectively referred to as
RFP No.17-061 )and CONTRACTOR’S Response to said RFP dated April 6,2017 all incorporated
herein by reference and made part of this Agreement .In the event of any inconsistency among these
documents,the inconsistency shall be resolved by giving precedence in the following order of priority:
1 )to this Agreement,including Exhibit A ;2 )to RFP No.17-061 ;3)to the Response to RFP.A copy
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I 'rcsno,CA
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of COUNTY'S RFP No.17-061 and CONTRACTOR'S Response shall be retained and made available
during the term of this Agreement by COUNTY'S Internal Services Department,Purchasing Division.
B .CONTRACTOR shall perform all services and fulfill all responsibilities
identified in Exhibit A,attached hereto and by this reference incorporated herein,at no cost to the
COUNTY.
C.CONTRACTOR shall pay COUNTY a royalty for each prescription filled under
COUNTY’S unique Group Code that results in a paid claim pursuant to Paragraph Four (4)herein.
2.TERM
The term of this Agreement shall be for a period of three (3)years,
commencing on the 1st day of July 2017 through and including the 30,h day of June,2020.This
Agreement may be extended for two (2)additional consecutive twelve (12)month periods upon written
approval of both parties no later than thirty (30)days prior to the first day of the next twelve (12)month
extension period .The COUNTY’S DPH Director or his or her designee is authorized to execute such
written approval on behalf of COUNTY based on CONTRACTOR’S satisfactory performance.
3.TERMINATION WITHOUT CAUSE
This Agreement may be terminated by COUNTY upon the giving of thirty (30)days
advance written notice of an intention to terminate to CONTRACTOR .
4.COMPENSATION
Beginning one (1)month after implementation ,CONTRACTOR agrees to pay
COUNTY and COUNTY agrees to receive compensation for Royalties at the rate of One and 25/100
Dollars ($1.25)per prescription filled by a participating pharmacy using COUNTY’S assigned unique
code that results in a paid claim to the CONTRACTOR.Royalties shall be paid on a monthly basis
based on the usage reports submitted to the COUNTY .Royalties paid shall not increase the final cost
of medication or services provided to Fresno County residents.
CONTRACTOR will pay said royalty as listed above,so long as COUNTY has not
endorsed another discount prescription card after the execution of this Agreement .In the event
COUNTY endorses another discount prescription card,then the Royalty amount will be paid at the
rate of Twenty-Five Cents ($0.25)per prescription filled by a participating pharmacy using
-2 -COUNTY OF FRF.SNO
Fresno,CA
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COUNTY’S assigned unique code that results in a paid claim to the CONTRACTOR.
In the event this Agreement is terminated by CONTRACTOR or COUNTY for any
reason,from and after the termination date,the Royalty will be paid at the rate of Twenty-Five Cents
($0.25 )per prescription filled by a participating pharmacy using COUNTY’S assigned unique code
that results in a paid claim to the CONTRACTOR.Such Royalty payments will continue for as long
as CONTRACTOR makes its Coast2Coast Rx Discount Card Program available to Fresno County
residents.
Royalty payments by CONTRACTOR to COUNTY shall be paid in arrears,within
forty-five (45)days,for prescriptions filled and paid by the Fresno County residents during the
preceding month .
5.INDEPENDENT CONTRACTOR
In performance of the work,duties,and obligations assumed by CONTRACTOR under
this Agreement,it is mutually understood and agreed that CONTRACTOR,including any and all of
CONTRACTOR 'S officers,agents,and employees,including its pharmacy benefit manager
(WellDyneRx,Inc.),and participating pharmacies will at all times be acting and performing as an
independent contractor,and shall act in an independent capacity and not as an officer,agent,servant,
employee,joint venturer,partner,or associate of the COUNTY.Furthermore,COUNTY shall have
no right to control or supervise or direct the manner or method by which CONTRACTOR shall
perform its work and function .However,COUNTY shall retain the right to administer this
Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof.CONTRACTOR and COUNTY shall comply with all applicable
provisions of law and the rules and regulations,if any,of governmental authorities having jurisdiction
over matters which are directly or indirectly the subject of this Agreement.
Because of its status as an independent contractor,CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to,or on behalf of,its employees
all legally-required employee benefits.In addition,CONTRACTOR shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees.
3 COUNTY OF FRESNO
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including compliance with Social Security,withholding,and all other regulations governing such
matters.It is acknowledged that during the term of this Agreement,CONTRACTOR may be
providing services to others unrelated to the COUNTY or to this Agreement .
6.MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without,in any way,affecting the remainder.
7.NON-ASSIGNMENT
Neither party shall assign,transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party .This section shall not
apply to CONTRACTOR’S pharmacy benefit management company,WellDyneRx,Inc .Such service
shall be subcontracted by CONTRACTOR to WellDyneRx,Inc.This section shall also not apply to
CONTRACTOR’S subcontractors who provide ancillary medical services including lab testing,
imaging services,vision,and hearing.Notwithstanding the above,CONTRACTOR shall remain
liable for all duties and responsibilities under this Agreement,including pharmacy benefit
management services and said ancillary services.
8.HOLD-HARMLESS
CONTRACTOR agrees to indemnify,save,hold harmless,and at COUNTY 'S request,
defend the COUNTY,its officers,agents and employees from any and all costs and expenses,
including attorney fees and court costs,damages,liabilities,claims and losses occurring or resulting to
COUNTY in connection with the performance,or failure to perform,by CONTRACTOR,its officers,
agents or employees,including its pharmacy benefit manager (WellDyneRx,Inc.)and participating
pharmacies,under this Agreement,and from any and all costs and expenses,including attorney fees
and court costs,damages,liabilities,claims and losses occurring or resulting to any person,firm or
corporation who may be injured or damaged by the performance,or failure to perform,of
CONTRACTOR,its officers,agents or employees,including its pharmacy benefit manager
(WellDyneRx,Inc.)and participating pharmacies,under this Agreement.
9.INSURANCE
Without limiting the COUNTY'S right to obtain indemnification from CONTRACTOR
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or any third parties,CONTRACTOR,at its sole expense,shall maintain in full force and effect the
following insurance policies throughout the term of this Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000)per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000),This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability,contractual liability,Explosion,Collapse,and Underground
(XCU ),fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement .
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000)per person.Five
Hundred Thousand Dollars ($500,000)per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000),or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000).Coverage
should include owned and non-owned vehicles used in connection with this
Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff (e.g.PhD.,R.N.,
L.C.S.W.,M.F.C .C .)in providing services,Professional Liability Insurance with
limits of not less than One Million Dollars ($1 ,000,000)per occurrence,Three
Million Dollars ($3,000,000)annual aggregate .
D.Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno,its officers,agents,and employees,individually and
collectively,as additional insured,but only insofar as the operations under this Agreement are
concerned .Such coverage for additional insured shall apply as primary insurance and any other
insurance,or self-insurance,maintained by the COUNTY,its officers,agents and employees shall be
excess only and not contributing with insurance provided under the CONTRACTOR 'S policies herein .
This insurance shall not be cancelled or changed without a minimum of thirty (30)days advance
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written notice given to COUNTY .
Within thirty (30)days from the date CONTRACTOR executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
foregoing policies,as required herein,to the County of Fresno,Department of Public Health ,P .O.Box
11867,Fresno,California,93775,Attention:Contracts Section -6th Floor,stating that such insurance
coverage have been obtained and are in full force;that the County of Fresno,its officers,agents and
employees will not be responsible for any premiums on the policies;that such Commercial General
Liability insurance names the County of Fresno,its officers,agents and employees,individually and
collectively,as additional insured,but only insofar as the operations under this Agreement are
concerned ;that such coverage for additional insured shall apply as primary insurance and any other
insurance,or self-insurance,maintained by the COUNTY,its officers,agents and employees,shall be
excess only and not contributing with insurance provided under the CONTRACTOR’S policies herein;
and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days
advance,written notice given to COUNTY .
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided,the COUNTY may,in addition to other remedies it may have,suspend or terminate
this Agreement upon the occurrence of such event .
All policies shall be with admitted insurers licensed to do business in the State of
California.Insurance purchased shall be from companies possessing a current A.M.Best,Inc.rating
of A FSC VII or better.
10.CONFIDENTIALITY
All services performed by CONTR ACTOR under this Agreement shall be in strict
conformance with all applicable Federal ,State of California and /or local laws and regulations relating
to confidentiality.
11.NON-DISCRIMINATION
During the performance of this Agreement,CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment,or recipient of services,because of
race,religious creed,color,national origin,ancestry,physical disability,mental disability,medical
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condition,genetic information,marital status,sex,gender,gender identity,gender expression,age,
sexual orientation,or military or veteran status pursuant to all applicable State of California and
Federal statutes and regulations.
12.USE OF COUNTY SEAL
COUNTY grants to CONTRACTOR,and CONTRACTOR accepts,a nonexclusive,
nontransferable,limited and revocable license to use the Fresno County Seal in connection with the
Coast2Coast Rx discount prescription card program as described in this Agreement,and specifically,
but not by way of limitation,that CONTRACTOR has the right to use the Fresno County Seal on the
discount card,the private label website for the COUNTY created by CONTRACTOR,and in
CONTRACTOR’S marketing materials,including the letter to participating pharmacies and pick up
locations.Upon termination of this Agreement,the CONTRACTOR’S license to use the COUNTY
Seal will be revoked.
13.REPORTS
CONTRACTOR shall submit to COUNTY’S Department of Public Health monthly
usage reports covering the services provided to Fresno County residents in accordance with the terms
and conditions of this Agreement,including the Reporting Requirements set forth in Exhibit A.
14.AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during business hours,and as often as the COUNTY
may deem necessary,make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement.CONTRACTOR shall,upon request by the
COUNTY,permit the COUNTY to audit and inspect all such records and data necessary to ensure
CONTRACTOR 'S compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of
three (3)years after final payment under contract (Government Code Section 8546.7).
15.NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
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COUNTY CONTRACTOR
Director,County of Fresno Edward W .Rahn,President/CEO
Department of Public Health Financial Marketing Concepts,Inc.
P.O.Box 11867 1102 A 1 A North,Suite 202
Fresno,CA 93775 Ponte Vedra Beach,FL 32082
Any and all notices between the COUNTY and the CONTRACTOR provided for or
permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
personally delivered to one of the parties,or in lieu of such personal service,when deposited in the
United States Mail,postage prepaid,addressed to such party .
16.GOVERNING LAW
The parties agree,that for the purposes of venue,performance under this Agreement is
to be in Fresno County,California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
17.SEVERABILITY
The provisions of this Agreement are severable.The invalidity or unenforceability of
any one provision in the Agreement shall not affect the other provisions.
18.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation )or if during the term of this agreement,the CONTRACTOR
changes its status to operate as a corporation.
Members of the CONTRACTOR’S Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement .A self-dealing transaction shall mean a transaction to which the
CONTRACTOR is a party and in which one or more of its directors has a material financial interest .
Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to
by completing and signing a Self-Dealing Transaction Disclosure Form,attached hereto as Exhibit B
and incorporated herein by reference,and submitting it to the COUNTY prior to commencing with the
self-dealing transaction or immediately thereafter.
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19.SURVIVAL
Upon termination of this Agreement in accordance with Section Two (2)and Three (3)
hereinabove,the parties’obligations under this Agreement shall terminate,except for those obligations
set forth in Section Four (4)related to Royalty payments and Section Thirteen (13)related to reporting
requirements,as otherwise provided in this Agreement,which shall survive termination hereof and
continue in effect in perpetuity .
20.ENTIRE AGREEMENT
This Agreement,including all Exhibits,COUNTY’S RFP No.17-061,and
CONTRACTOR’S response thereto,constitutes the entire agreement between the CONTRACTOR
and COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
negotiations,proposals,commitments,writings,advertisements,publications,and understanding of
any nature whatsoever unless expressly included in this Agreement .
Ill
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APPROVED AS TO LEGAL FORM:
DANIEL C.CEDERBORG,COUNTY COUNSEL
By
/
A/L
APPROVED AS TO ACCOUNTING FORM:
OSCAR J.GARCIA,C.P.A.,AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
By faU f-(/^(/'
REVIEWED AND RECOMMENDED FOR APPROVAL:
By
^^,.motDavidPomaville,Director
Department of Public Health
Fund/Subclass:0001/10000
Organization:56201500
Account #:4895
JW
11 COUNTY OF FRESNO
Fresno,CA
Exhibit A
SCOPE OF WORK
CONTRACTOR shall provide a Discount Prescription Drug Card Program,called the
Coast 2Coast Rx Card Program,at no cost to the COUNTY or Fresno County residents.The
Program shall include County-wide outreach and education about the Program as well as
assistance to residents in obtaining the necessary card through enrollment activities with an
emphasis on reaching the uninsured and underinsured residents of Fresno County .Outreach,
education,and application services shall be provided in English and Spanish.
CONTRACTOR shall not charge any fee to the applicant /card holder or to Fresno County to
provide the service.
CONTRACTOR shall provide discounts off the regular retail price of brand name and generic
prescription drugs,offer a discount of a wide range of over-the-counter medications and
supplies,provide pharmaceutical counseling,and offer mail-order services.
In addition to discounted prescription services,CONTRACTOR may also offer significant
discounts to Fresno County residents on other ancillary medical services including lab tests,
imaging services,vision,hearing,dental and veterinarian services,and bulk diabetic supplies
at no cost to the County.
Program Requirements
A.General Service Requirements
1.CONTRACTOR shall set policies and procedures that allow for the maximum
number of County residents to utilize the Program.
2.CONTRACTOR must maximize and pass a predetermined set percentage of the
financial savings (discount)on to enrollees to achieve the greatest possible set of
discounts.
3 .CONTRACTOR shall agree that there are no annual discount limits for
subscribers.Any resident may use the card program as often as needed and for as
many prescriptions as needed.
4 .CONTRACTOR shall agree to disclose any and all rebate revenue sources related
to prescription medications and any other extended services that are provided
through the Program .
5.CONTRACTOR shall not charge any startup,administrative,or other fee to theCOUNTY.CONTRACTOR shall bear responsibility to start,maintain ,and
administer the Program with oversight provided by the COUNTY.There shall
be no direct cost to the County of Fresno.
6.CONTRACTOR shall not charge any enrollment,subscriber,processing,or other
fee to Fresno County residents.There shall be no additional costs to the
Page 1 of 6
Exhibit A
subscriber other than the price paid for the discounted medications and /or
other offered services contained in this Agreement.
B .Pharmacy Network
1 .CONTRACTOR has partnered with WellDyneRx ,Inc.,their pharmacy benefit
manager,which maintains a pharmacy network of over 59,000 participating
pharmacies nationwide,including every major chain pharmacy and many
independents which are able to consistently deliver prescription drug services to
individuals and families that are enrolled in the Coast2Coast Rx Card Program.
2.The provider network shall include pharmaceutical providers in the various cities
and rural areas of Fresno County to include the cities of Caruthers,Clovis,
Coalinga,Firebaugh,Fowler,Fresno,Friant,Huron,Kerman,Kingsburg,
Mendota,Orange Cove,Parlier,Prather,Reedley,Riverdale,San Joaquin,Sanger,
and Selma.
3.CONTRACTOR shall provide COUNTY with thirty (30)days prior written notice
before making any additions,deletions,and/or revisions to the pharmacy network .
4.CONTRACTOR’S pharmacy network will dispense prescription drugs in
quantities as prescribed and ordered ,up to a ninety (90)day supply ,at retail
pharmacy locations or through WellDyneRx,Inc.’s mail-order facilities.
C.Covered Prescription Drugs/Other Services
1 .CONTRACTOR shall maintain an Open Formulary program and all medication
with an NDC code is eligible for a discount through this program .
2.CONTRACTOR shall provide the retail price,applicable percentage off discount,
and the final discount price on other ancillary services provided including bulk
diabetic supplies,lab tests,dental ,vision,hearing,imaging and veterinarian
services.
D .Eligibility
1 .CONTRACTOR shall enroll all eligible persons who are residents of Fresno
County and who choose to participate,regardless of age,income,medical history
or other criteria.
2.CONTRACTOR shall provide language assistance for enrollment activities for
Spanish-speaking clients as well as in English .
E.Education and Outreach
1 .CONTRACTOR shall develop a program of education and outreach to the
community to include communication material and other materials describing the
benefits of the Program and how to obtain a prescription discount card .At a
minimum ,these communications and materials shall be provided in English and
Page 2 of 6
Exhibit A
Spanish.The education and outreach plan shall be utilized during implementation
and during the entire term of the Agreement.
2.CONTRACTOR shall submit any and all promotional,enrollment,and
educational materials in any media (i .e.,print,digital,electronic,video,audio)
and receive advance written approval from COUNTY prior to distribution,
dissemination,publication,broadcast,and/or internet posting of said materials.
3.CONTRACTOR shall provide a link to its website:www .coast 2coa.strx .com on all
promotional materials and program cards so residents and family member can go
online to print a card,search for participating pharmacies ,and look up additional
benefits available through the Coast2CoastRx program .
4.The goals of the education and outreach program shall be to :
a.Identify potential beneficiaries who are likely to be either uninsured or
underinsured .
b.Educate Fresno County residents about the opportunities to save money on
prescription benefits,
c.Maximize the number of Fresno County residents aware of,and have access
to,the benefits and discounts offered.
d .Encourage Fresno County residents to seek further assistance with
enrollment and assure residents that no personal information will be
collected and therefore their privacy is protected.
F.Cuslomer /Benefictarv Services
1 .CONTRACTOR shall provide comprehensive customer service (in English and
Spanish )between the hours of 8:30 a.m .to 5:30 p.m.EST Monday through Friday
to Fresno County residents that arc subscribers.After hours and on weekends,or
for languages other than English or Spanish,customer service calls shall be
transferred to a call center,where they will be answered live in multiple
languages.Customer service shall include enrollment assistance and
pharmaceutical counseling.
2.CONTRACTOR shall continue lo maintain and adequately staff their established
and publicized toll -free customer service call center (available 24 hours a day )
regarding both retail pharmacy and mail-order customer service issues.
3.CONTRACTOR shall establish ,maintain,and publicize customer complaint and
resolution procedures and will promptly record,track,investigate,and resolve
subscribers’complaints about any aspect of the discount Prescription Drug Card
Program.Such log detailing any problems that any resident may have,including
(be resident’s name,phone number,nature of complaint,and resolution shall be
available for inspection by COUNTY at its request.
Page 3 of 6
Exhibit A
G.Reporting Requirements and Monitoring
1.All discounts,rebates,and other pass-through reimbursements that are secured forbrand,generic,mail order,over-the-counter,and other ancillary services must berecorded,tracked,audited,and reported to COUNTY by category to determine
whether measurable savings have reached projected levels.
2.CONTRACTOR shall establish a reporting process mechanism which confirmsguaranteedlowestavailablediscountprice,maximum allowable cost,and thepharmacy’s customary cash price.
3 .On a monthly basis,CONTRACTOR must provide usage reports for brand,
generic,mail order,over-the-counter,and other ancillary services to theCOUNTYincludingthe:
a.Average number of discounts on brand name and generic pharmaceuticals;
b.Maximum allowable costs for all prescription drugs that are commonly usedbyresidentsofFresnoCounty;
c.Total amount of savings provided by these discounts;
d.Actual usage data to include number of prescriptions filled,number ofsubscribersutilizingtheProgram,type of services provided,retail price ofservicesreceived,discounted price of services received,amount and
percentage saved;
e.Amount of royalties to be paid to the COUNTY for that given month.
4.CONTRACTOR shall establish an internal performance monitoring program forverificationofdiscounts,customer service,pharmacy network,mail order,andextendedsupplyoperations.
5 .CONTRACTOR shall provide COUNTY with a detailed complaint log,whichincludescomplainant’s contact information,date and nature of complaint,andresolutiondetails.
H.Program Cards
1.
subject to prior written approval by COUNTY before printing and distribution ofthecard.
2.CONTRACTOR shall distribute subscriber program cards to all eligibleparticipantsusingauniformmethodology.Said methodology and distributionplanshallbesubjecttopriorwrittenapprovalbyCOUNTYpriortoimplementationanddistribution.
CONTRACTOR shall design,produce,and distribute,at its own expense,
subscriber program prescription cards,the Coast2Coast Rx Card,which shall be
Page 4 of 6
Exhibit A
3.CONTRACTOR shall be accountable for establishing written procedures for
recording and tracking any and all subscriber program cards including,but not
limited to,distribution,replacement,and recovery.Said written procedures shall
be subject to prior written approval by COUNTY prior to implementation .
4.CONTRACTOR shall assign a unique Group Code to COUNTY for cards printed
by CONTRACTOR so COUNTY’S royalties can be tracked when the card is used
at participating pharmacies anywhere in the United States by Fresno County
residents.
5.CONTRACTOR will distribute its Coast 2Coast Rx cards to participating
pharmacies in the COUNTY and to other such governmental offices (such as
libraries,the COUNTY Department of Public Health,other health clinics,and
unemployment offices,etc)as designated by the COUNTY .CONTRACTOR
shall follow-up with such locations to ensure an adequate supply of cards and to
answer any questions anyone may have about the Program .
6.CONTRACTOR shall also make cards available to be printed from the private
label website linked to COUNTY ’S Department of Public Health website.
I.Program Manager
1 .CONTRACTOR shall designate and maintain a dedicated Program Manager
throughout the term of the Program .The Program Manager shall be responsible
for the daily ongoing operations of the Program and will serve as the primary
contact and liaison between the COUNTY and the CONTRACTOR .
J .Implementation Plan
I .CONTRACTOR shall prepare a comprehensive Program design and
implementation plan describing all set-up details,marketing procedures,data
collection processes,and operations and reporting details .The implementation
plan shall be sufficiently detailed to ensure that all operational steps are
performed in a logically sequenced and timely manner along with the efficient use
of resources.
2.CONTRACTOR shall submit,for COUNTY approval,a final work plan within
thirty (30 )days of the execution of this Agreement.
3.CONTRACTOR shall promote the Coast 2Coast card for the COUNTY in all
media formats,including television,newspaper,radio,and the internet through
press releases (in both English and Spanish )and in conjunction with the
COUNTY’S efforts to promote the card to its residents.
K ,Confidentiality of Subscriber Information
1 .CONTRACTOR shall establish and maintain procedures and controls that are
acceptable to COUNTY to protect the privacy of subscribers’information .
CONTRACTOR shall not sell ,transfer,convey or disclose any information
concerning any subscriber who is enrolled in the Program,other than aggregate
Page 5 of 6
Exhibit A
information that does not identify a subscriber,without the subscriber’s written
consent .Unless the CONTRACTOR has obtained the subscriber’s prior written
consent,the CONTRACTOR shall not use any personally identifiable information
collected throughout the Program to promote or sell a program,service,or product
not related to the administration of the Program .
L.Health Insurance Portability and Accountability Act
1 .CONTRACTOR shall comply with all requirements of the Health Insurance
Portability and Accountability Act (HIPAA )along with any and all Federal,State,
and local regulations that are applicable to the CONTRACTOR ’S operations .
M.Website
1 .CONTRACTOR shall create a private label website for the COUNTY to link to
from COUNTY’S Department of Public Health website that will describe the
Coast2Coast Rx Card Program.
2.Fresno County residents shall have the ability to print a card from such website.
3 .CONTRACTOR shall provide a pharmacy locator and a link to search for the
discount prices of medications for each participating pharmacy on such website.
Page 6 of 6
Exhibit B
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"),must
disclose any self-dealing transactions that they are a party to while providing goods,performing
services,or both for the County.A self-dealing transaction is defined below :
"A self -dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest ."
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member's name,job title (if applicable ),and date this disclosure is being made.
(2)Enter the board member's company/agency name and address.
(3 )Describe in detail the nature of the self -dealing transaction that is being disclosed to the
County.At a minimum,include a description of the following:
a.The name of the agency /company with which the Corporation has the transaction;
and
b.The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5 )Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3 )and (4).
Page 1 of 2
Exhibit B
(1)Company Board Member Information:
Name:Date:
Job Title:
(2)Company /Agency Name and Address:
(3)Disclosure (Please describe the nature of the self -dealing transaction you are a party to ):
(4 )Explain why this self -dealing transaction is consistent with the requirements of Corporations Code 5233 (a ):
(5)Authorized Signature
Signature:Date:
Page 2 of 2