February, ENVIRONMENT,

Cherry South, Denver, 80246, Rx, LLC., (Limited Liability Companv),

Street, Oakland, 94607,

1, 2010, 11185,

Eight Thousand, Sixty Eight ($815,768.00)

April 1, 31, Eight

Thousand, Sixty Eight ($815,768.00) MILLJO ,

THOVSAND, DOLLARS, ($1,675,588.00).

Eight Thousand, Sixty Eight ($815,768.00)

DEI' ARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT

DCEED-RW

DEPARTMENT OR AGENCY NU.YIBER FHA

CONTRACT ROUTING NUMBER 12-40885

CONTRACT AMENDMENT # 2

This Contract Amendment is made this 2,l!! day of 2012, by and between the State of Colorado, acting by and through the DEPARTMENT OF PUBLIC HEALTH AND whose address or principal place of business is 4300 Creek Drive Colorado hereinafter referred to as the "State"; and, Ramsell Public Health whose a ddress or principal place of business is 200 Webster CA hereinafter referred to as the "Contractor".

FACTUAL RECITALS

The parties entered into a contract dated March with contract encumbrance number PO FHA EP1I011l85,

and contract routing number 10 FHA whereby the Contractor was to provide to the State the following:

The Contractor shall provide the services for the Acq uired Immune Deficiency Syndrome (AIDS) Drug Assistance Program (ADAP).

The State promises to pay the Contractor the sum of Hundred Fifteen Seven Hundred Dollars, in exchange for the promise of the Contractor to continue to perform the work

identified in the Original Contract for the renewal term of one year, ending on March 31,2013.

NOW THEREFORE. in consideration oftheir mutual promises to each other, stated below, the parties hereto agree as follows:

I. Consideration for this Contract Amendment to the Original Contract consists of the payments and services that shall be made pursuant to this Contract Amendment, and promises and agreements herein set forth.

2. It is expressly agreed to by the parties that this Contract Amendment is supplemental to the original contract, contract routing number 10 FHA 11185,a s amended by Contract Amendment #1, routing number 11 FHA 29748 collectively referred to herein as the Original Contract, which is by this reference incorporated herein. All terms, conditions, and provisions thereof, unless speeifically modified herein, are to apply to this Contract Amendment as though they were expressly rewritten, incorporated, and included herein.

3. It is expressly agreed to by the parties that the Original Contract is and shall be moditled, altered, and changed in the following respects only:

A. This Contract Amendment is issued pursuant to paragraph!§:.o f the Original Contract identified by contract routing number 10 FHA 11185. This Contract Amendment is for the renewal term of

2012, through and including March 2013. The maximum amount payable by the Slate for the work to be performed by the Contractor during this renewal term is Hundred Fifteen Seven Hundred Dollars, for an amended total financial obligation ofthe State of ONE SIX HUNDRED SEVENTY FIVE

FIVE HUNDRED EIGHTY EIGHT This is an increase of Hundred Fifteen Seven Hundred Dollars,

of the amount payable from the previous term. The revised specifications to the Budget, if any, for this renewal term are incorporated herein by this reference and identified as

Page I of4 Rev 03/16/2010

Aorill,

"Exhibit G".

The Original Contract is modi fied accordingly. All other terms and conditions of the Original Contract are reaffirmed.

4. The effective date of this Contract Amendment is 2012, or upon approval of the State Controller, or an authorized delegate thereot whichever is later.

5. Except for the General Provisions and Special Provisions of the Original Contract, in the cvent of any conflict, i neonsistency, variance, or contradiction between the terms and provisions ofthis Contract Amendment and any ofthe terms and provisions of the Original Contract, the terms and provisions of this Contract Amendment shall in all respects supersede, govern, and control. The Special Provisions shall always control over other provisions of the Original Contract or any subsequent amendments thereto. The representations in the Special Provisions to the Original Contract concerning the absence of personal interest of state of Colorado employees is presently reaftirmcd.

6. FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FISCAL YEAR ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING A PP ROPRIATED. BUDGETED, AND OTHERWISE MADE AVAILABLE.

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J'

IN WITNESS WHEREOF, the parties hereto have executed this Contract Amendment on the day first above written.

* Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's

behalf and acknowledge that the State is relying on their representations to that effect.

CONTRACTOR: STATE:

Ramsell Public Health Rx, LLC. STATE 0.1<' COLORADO (Limited Liability Company) John W. Hickenlooper, Governor

�'rrf�M. By,

For the Executive Director DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT

Print Title of Authorized Officer

PROGRAM APPROVAL:

By:

ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER

CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin

performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.

STATE CONTROLLER

David .J. McDermott, CPA

By:_

Date:

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Page 4 of4 Rev 03/16/2010

Fe s

aSSOClatf�o

Exhibit G

Budget

Operating Budget Claim Processing Fees (See detail on rates in Section IT, below)

40,000 claims $6.50 per claim

III, below) Client level data enhancements (section III, item H) $70,000 Other additional services $19,518 Medication Therapy Management services (section III, item I) $222.300

Replacement ID Cards (See detail on rates in Section II, below) 200 cards @ $2.50

Pharmacy Fees for claims processing (See detail on rates in Section Il, below) Ingredient costs for medications not replenished at the 340B discounted rate (See detail in Section V, below) Fees for additional services (additional web based services, system enhancements, other consulting, and additional postage; see detail in Section

Mail order shipping fees paid to the mail order subcontractor (see detail on rates in Section II, below)

2,667 mailings at $7.50 per mailing Mail order dispensing fees paid to the mail order provider (see detail on rates in Section II, below)

claim

TOTAL BUDGET for April 1, 2012 through Marcil 31,2013

Total $260,000

$500

$3200 $76,247

$311,818

$20,003

$144,000

$815,768

11. Administrative

A. The following Table describes the Administrative Fees to be charged by the Contractor to the State in regard to this AIDS Drug Assistance Program (ADAP) Contract.

April 2012 March 2013

with all claims:

processing fee $6.50 per claim

$2.50 per card

$0.08 per approved claim

S 12.00 per approved claim

$7.50 per mailing (not per claim or prescription)

B. The "claim processing fee" includes the following services, which will be provided at no additional cost to the State, ADAP members, or ADAP clinical sites: a. Access to/use of the Contractor ADAP data management system, as described further in this Attachment b. Processing of paper claims c. ID cards issued at enrollment or renewal

d. Electronic eligibility management e. Electronic claims adjudication

Page 1 0[5

Exhibit G

f Coordination of benefits g. CMS data exchange file processing h. Member help desk i. Pharmacy help desk j. Toll free telephone number k. Pharmacy network administration I. Pharmacy reimbursement m. Provider management and education n. Drug utilization review (prospectiveiconcurrent) o. Basic formulary management p. Plan analysis, design, and setup q. Standard reports r. Online reports or queries s. Prior authori7-<itions t. Step therapy u. Account management services (including quarterly face-to-face meetings) v. 340B inventory management services w. Training for State staff, ADAP clinical sites, and mail order provider

C. The "claim processing fee" also includes the following functions of the Contractor web site. Additional web site capabilities, with associated additional fees, are described under "Additional Fees" in this Attachment. a. Member services

I. Locate a participating pharmacy based on specific geographic requirements. ii. View formulary

iii. View health education materials iv. Submit appeals

b. Services available to State ADAP staff i. Real time access to claims data, including all data elements consistent with the National Council of

Prescription Drug Program's (NCPDP) 5.1 standards or any updates to these standards. ii. Real time ability to enter, access, and edit eligibility and enrollment data III. Create reports online

c. Services available to staff at ADAP clinical sites and the mail order provider I. On-line pre-certitication

ii. Point of service adjudication Ill. Access PHR (with member's written permission) IV. View formulary

D. In regard to ADAP data management services: a. Subject to the terms and conditions of this Agreement, the Contractor hereby grants to the State a non­

exclusive, non-transferable license ("License") for the term of this Agreement, to access and use the Contractor's proprietary web-based application software (known as PMDC S ystems) as well as all documentation, manuals, guides and other written materials provided on-line by the Contractor relating to PMDC Systems and any modifications, updates, upgrades or other changes. PMDC Systems consist of software, multiple servers, Internet connectivity, a secure-redundant network and workstations.

b. The State shall access and use PMDC Systems solely from locations within the United States and solely for the State's internal information management purposes. The State agrees not to use PM DC Systems for any other purpose or for the benefit of any other party.

c. The State grants to the Contractor a non-exclusive, non-transferable license to use, display and access Customer Data in accordance with the purposes stated in this Agreement. All right, title and interest, including without limitation all intellectual property rights, in or relating to the Customer Data and any copies thereof remains exclusively with the State at all times. The Contractor shall have no right to access, use, copy, modify or reproduce Customer Data except as provided in this Agreement or as explicitly allowed, in writing, by the State. Customer Data means the information the State will deliver to the Contractor to be configured in the System and all data entered into the System. Notwithstanding,

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h.

Exhibit G

Contractor may use Customer Data in aggregated form for reporting and benchmarking purposes if all personally identifying information is excluded.

d. The System will create reports for the State. The State shall be solely responsible for the accurate creation, entry, transfer and maintenanee of all Customer Data used to populate the System and will be responsible for any statutory, regulatory or eontractual record retention or reporting. Customer agrees that it is solely responsible for the evaluation of its software requirements, selection of any application to satisfy those requirements, and verification of resulting data. The Contractor agrees that PMDC Systems and its reports shall be consistent with the data collection and reporting requirements of the United States Health Resources and Services Administration.

e. The contractor will assess the ability of contracted pharmacies to create and send an exportable document file of prescription medications dispensed that can be downloaded into the database. When feasible. the Contractor will support the creation of such an exportable document file and for the importing of such data into the PM DC Systems.

f. The State may request additional maintenance and support services, which shall be reviewed and submitted as an Amendment to this Agreement, consistent with the procedure described further in this document (Item I1I.-C below).

E. The "mail order dispensing fees" include the following services, which will be provided at no additional cost to the State, ADAP members. or ADAP clinical sites: a. Adherence counseling b. Pharmacist consultation c. Involvement of pharmacists suitably trained in HIV -specific issues d. Involvement of support staff with specialized training in HIV and providing a welcoming patient experience e. HIV side effect management f. Refill and medication management so all fills can be complete the same day g. A 7-day pill container and a magnet with phannacy hours, location, and phone number (provided on the first fill)

I.

Refill reminder calls, non-compliant calls, and drug assessment for new medications Patient a"sistance specific to Colorado. including assistance regarding insurance. reduction of copayments through "co-pay cards," and Colorado's HIV system

F. The "mailing order shipping fees" include prescription delivery services, assessed per package delivery (not per claim).

III. Fees for Additional Services

A. If the State exercises it'; option to require one annual financial or process audit of the Contractor, the additional fee will be $3,000 in each year in which such an audit is conducted.

B. The following web based member services may be developed and implemented by the Contractor. at the option of the State. Before commcncing with the development of these services. the Contractor shall submit a budget to the State for approval. at the rate of$150 per hour. Such services include. but are not limited to, member ability to:

Submit an initial ADAP application and ADAP member eligibility renewals Place a refill order and track the status of a mail order prescription.

Ill.

ii.

View claims data and other protected health information

I.

C. The State may request system enhancements. Before commencing with the development of such enhancements, the Contractor shall submit a budget to the State for approval, at the rate of $200 per hour.

D. The State may request additional consulting services. Before commencing with the delivery of such consulting services, the Contractor shall submit a budget to the State for approval. at the rate of $200 per hour.

E. The state may request ad hoc reports beyond the standard reports currently available. Before commencing with the

development of such ad hoc reports, the Contractor shall submit a budget to the State for approval, at the rate of $150

per hour.

F. In regard to mail order services, the mail order dispensing fees do not include Medication Therapy Management

services, including service in regard to appropriateness of therapy (up to two interventions per year), poly pharmacy,

and inappropriate medications for the elderly. If the State decides to add these Medication Therapy Management

services, a contract amendment (with associated budget) will be initiated.

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a.

L

Exhibit G

G. The Contractor may reimburse participating pharmacies (other than the mail order subcontractor) up to $5 per

shipment, not to exceed $3,000 in total. The payment of such fees shall be governed by a written agreement between

the Contractor and the phannacy and is subject to the review and approval of CDPHE. These fees shall not be paid to

the mail order subcontractor, whose fees are described in Section II, items D and E, above.

H. The Contractor in mutual agreement with CDPHE will upgrade the PMDC System to collect additional client level

data elements, consis1ent with HRSA data reporting requirements, as described below:

Requested changes or modifications to the PMDC System shall be documented with an authorized change order

form, signed by authorized representatives of CDPHE and the Contraetor, which includes a description of such

changes and modifications and a due date for the satisfactory completion of such changes and modifications.

b. On or before the due date indicated on CDPHE's authorized change order specitications, the Contractor will

configure the PMDC Systems in adherence to the change order delivery date where required to enable the State to

track and report on the following on an individual client level basis: l. Designation of the client as "new" or "existing" II. Date of receipt of the completed client ADAP application

iii. Date of approval of the ADAP application IV. Date the client first received an ADAP-funded service v. Recertification date during the reporting period VI. Enrollment status a<; of the end of the reporting period

vii. If disenrolled, reason(s) for disenrollment

c. On or before the due date indicated on CDPHE's authorized change order specifications, the Contractor will

configure the PMDC Systems in adherence to the change order delivery date where required to enable the State to track and repott on the following on an individual client level basis:: t. Enrollment of the client in "high risk pool insurance" during the reporting period

ii. All sources of client's health insurance during the reporting period iii. Client receipt of any fonn of insurance assistance from ADAP, including a sistance with the costs of a

Medicare Part D prescription drug plan IV. Level of premium payment assistance provided to the client during the reporting period (NOT including

Medicare Part D premiums) v. Number of months of coverage attributable to the insurance premium assistance provided to the client

during the reporting period VI. Total amount of deductible and co-pays paid on behalf of the client during the reporting period (NOT

including Medicare Palt D) vii. Total amount of Medicare Part D Co-Insurance, Co-Payment or true out of pocket expenses paid on behalf

of the client during the reporting period

VItI. Total amount paid for premiums d. The upgrades referenced in H(b) and H(c) above should also result in enhanced user interface and functionality,

including but not limited to: I. Improvements in the capacity of users to monitor plan utilization and expenditures, consistent with

program guidelines, such as the tracking of annual maximum limits as mutually agreed upon by the

Contractor and CDPHE.

e. On or betore the due date indicated on CDPHE's authorized change order specifications, the Contractor will configure the PMDC Sy 1ems where required to enable the State to track and report on electronic reports of

laboratory testing through an interface with the State's Electronic HIV AID Reporting System (eHARS). The Contractor shall provide Medication Therapy Management (MTM) services to clients.

a. The twelve month budget of $222,300 is based on approximately 390 patients receiving MTM at an annual cost

per member per year (PMPY) of $570, which consists of a program management fee of $400 (PMPY) plus $65

for each comprehensive medical review and three targeted medication reviews at $35 each.

b. The program management fee of $400 (PMPY) will be billed to the State at amonthly at a rate of $33.33 (per

member per month) for 390 patients and will be adjusted if the total number of patients is modified.

c. For the initial year of MTM service, the initial 120 days following the effective date of the Contract shall be

considered a design and implementation period. The target date for commencement of MTM services to patients is

May 1, 2012. During the design alld implementation period, the State and the Contractor will mutually define

specific details regarding the MTM services, including screening and relhrals for patient behavioral issues that fall

outside the scope of MTM services, such a'i substance abuse or other serious behavioral health issues.

d. Such MTM services shall include:

Page 401'5

Monthly Program Management

greater

greater

oflngredient

i.

Exhibit G

i. Identification and enrollment of clients who meet the critelia for the service, as established by the Contractor and the State;

ii. Conducting a preliminary review of patient-specific, targeted dlUg issues 111. Delivering an annual comprehensive medical review, to include a medication action plan, patient

medication record, and provider communications; For clients who cannot be contacted despite at lea t 2 letters being mailed to their State provided address and at least 2 phone calls to a state provided contact phone number, the requirement for a comprehensive medical review will be replaced with an additional targeted medication review as detailed below;

IV. Follow up on comprehensive medical review with patient and provider;

v. Quarterly targeted medication reviews, consistent federal guidelines from the U.S. Center for Medicare and Medicaid Serviees shall include an analysis of patient adherence and other relevant data, updates to the medication action plan as needed, follow up appointments and adherence eounseling sessions, and updated recommendations to the patient's medical provider;

vi. Generation of reports to measure services delivered, outcomes, adherence rates, and co 1s.

with

IV. Minimum MTM and PBM Administrative Fees

A. The State agrees that the monthly amount paid to the Contractor tor PBM Administrative Fees shall be the $15,000 or the actual Administrative Fees generated during that month, as defined in Section I of this Attachment.

B. The State agrees that the monthly amount paid to the Contractor for MTM Program Management Fees shall be the of $1 0,765 or the actual MTM Program Management Fees generated during that month, a<; defined in Section

III of this Attachment. C. This minimum monthly fee shall include all of the services listed under lI(B) and II(C) and in this Attachment.

V Pertormance Guarantees

A. The Contractor agrees to put at risk 2% of the Administrative Fees (or monthly minimum fees) for each noncompliance perfonnance area, as describe in Attachment B-1.

B. The State may distribute these funds in an amount and to specific Performance Guarantees it deems appropriate under the cireumstances.

C. The Contractor and the State agree that these Performance Guarantees are in addition to and exclusive of liquidated damages, other Performance Guarantees described elsewhere in the Contract, and any other remedies available to the State in connection with the Contract.

of

VI Reimbursement Costs

A. In the following circumstances, transactions may fall outside what is allowable under the direct purchase and replenishment provisions of Section 340B of the Public Health Services Act:

When temporary ADAP eligibility is granted by CDPHE (or its designee) to a client, but CDPHE subsequently determines that the client did not meet ADAP eligibility requirements.

ii. When it is not feasible to replenish Fonnulary Medications at the NDC -II level (typically due to the product being discontinued or on extended back order).

B. In the circumstances listed under V(A), the Contractor may reimburse the dispensing pharmacy for ingredient costs at one of the following rates. The rate utilized mu"t be approved in advance in writing by CDPHE.

The 340 B discounted rate in effect at the time that the dlUg was dispensed; The Average Wholesale Price of a Brand Name Drugs minus 16 .65 percent;

Ill. The Average Wholesale Price of a Generic Drug minus 70 percent.

I. ii.

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