Pharmaceuticals (Membership in MMCAP Req...

jtio Idaho Division of Purchasing Participating Addendum Purchase Order Name: Cardinal Health Contract Number: PADD20200177 Contract Value: 250,000.00 USD Purchase Order Date: 12/16/2019 Submitted By: Chelsea Robillard, Lead Purchasing Officer Supplier Shipping Details CARDINAL HEALTH Ship FOB: Destination, Prepaid 7000 Cardinal Drive CARDINAL HEALTH Shipping Instructions: Ship to Ordering Dublin Agency OH, 48471 Phone: +1 651-247-0695 Fax: +1 614-553-9919 Email: Wendy.sease@cardinalhealth.com Bill To Address Ship To Address DOP - Various State Agencies Ship to Ordering Agency State of Idaho Various Locations See Below for Details on Specific Locations Various, Idaho 83702 Phone: 208-327-7465 Phone: 208-327-7465 Fax: 208-327-7320 Fax: 208-327-7320 Email: purchasing@adm.idaho.gov Email:

href="mailto:purchasing@adm.idaho.gov">purchasing@adm.idaho.gov Mail Stop: DOP - Various Locations Mail Stop: DOP - Various Locations Payment Details Payment Terms: Net 30 1 Page Participating Addendum NOTICE OF STATEWIDE CONTRACT (PADD) AWARD This Contract is for Pharmaceutical Prime Wholesaler Services, awarded pursuant to State of Minnesota Master Agreement MMS1900113, issued as a cooperative contract in conjunction with MMCAP Infuse. This Contract is issued on behalf of State of Idaho Agencies, institutions, departments, and eligible public agencies as defined by Idaho Code Section 67-2327 and shall be for the period noted above. It may be amended, renewed, or extended upon mutual, written agreement of the parties, as detailed in the RFP. Contract Type: Open Public Agency Clause: Yes Contractor Contact: Wendy Sease, CARDINAL HEALTH Phone: 651-247-0695 E-mail: Wendy.sease@cardinalhealth.com This Contract is to be drawn upon as requested by the Ordering Agency for the period noted above. THIS NOTICE OF AWARD IS NOT AN ORDER TO SHIP. Purchase orders against this PADD will be furnished by the Ordering Agency on whose behalf this Contract is made. Contractor must ship and bill directly to the Ordering Agency. DO NOT INVOICE DOP unless DOP is the Ordering Agency. Notating the Contract Award Number on any invoices/statement will facilitate the efficient processing of payment. QUANTITIES: DOP can only give approximations of quantities; no maximum or minimum quantities can be guaranteed. This PADD, including any attached files, constitutes the State of Idaho’s acceptance of your signed Proposal (including any electronic submission), which is incorporated herein by reference. In the event of any inconsistency, precedence shall be given in the following order: 1. This PADD 2. State of Minnesota’s/MMCAP Infuse original sourcing event, 3. The Contractor’s signed Proposal Total USD $250,000.00 Signature: Chelsea Robillard, Lead Purchasing Officer State of Idaho, Division of Purchasing Signed By:___________________ December23, 2019 2Page Vendor Contract MMS1900113 State of Idaho Tendered: October 11, 2019 Member-Requested Participation Addendum (MPA) This Addendum (‘MPA”) is entered into by State of Idaho (“Member”) and Cardinal Health 110, LLC and Cardinal Health 112, LLC whose designated business address is 7000 Cardinal Place, Dublin, Ohio 43017 (‘Vendor”) and incorporates MMCAP Infuse, an agency of the State of Minnesota (‘MMCAP Infuse”) vendor contract MMS1 900113 (“Vendor Contract”). WHEREAS, Member and Vendor wish to amend the terms and conditions of the Vendor Contract to address the matters of Member. WHEREAS, MMCAP Infuse has sole approval authority to any changes to the Vendor Contract, thus is a signatory to this MPA. WHEREAS, Member, MMCAP Infuse, and Vendor do not intend to alter, amend, interfere, modify, or adjust the contractual relationship of MMCAP Infuse and Vendor nor the relationship between any other member of MMCAP Infuse and the Vendor. THEREFORE, the parties agree as follows: DEFINITIONS A. Membership: Means the joint power cooperative comprised of the MMCAP Infuse authorized states, departments, facilities, and other municipalities. B. Facilities: Means the authorized departments, facilities, and other municipalities approved by Member and MMCAP Infuse to access and use this MPA, as identified on Exhibit B. EFFECTIVE DATE AND TERM A. Effective Date: This MPA is effective on the date all signatures have been obtained. B. Termination: This MPA terminates upon: 1. Sixty (60) calendar days’ written notice to the other parties; or 2. The termination of the Vendor Contract between MMCAP Infuse and the Vendor; or 3. Written agreement executed by all parties. III. SCOPE A. Exhibit A: Which is attached and incorporated herein, identifies the Vendor Contract and all other documents to be incorporated into the contractual relationship between Member and Vendor. B. Exhibit B: Which is attached and incorporated herein, identifies the additional Facilities that Member and MMCAP Infuse have approved to access the Vendor Contract and MPA. C. Exhibit C: Which is attached and incorporated herein, identifies the language to be incorporated into the contractual relationships between Member and Vendor, as referenced on Exhibit A. In the event of any conflict between the terms of the Vendor Contract and Exhibit C of this MPA, the terms of Exhibit C will supersede as between Member and Vendor. Neither MMCAP Infuse, the State of Minnesota, nor any other party of the Membership (except for Facilities) are bound by the terms of Exhibit C. MMCAP INFUSE MPA Page 1 of 7 Vendor Contract MMS1900113 State of Idaho Tendered: October 11 2019 IV. GENERAL PROVISIONS A. Assignment: Except as affirmed in this MPA, neither the Member nor Vendor will assign, delegate, or transfer any rights or obligations under this MPA without the prior written consent of MMCAP Infuse. B. Counterparts and Electronic Signature: The MPA cannot be executed in counterparts and will not be enforceable until MMCAP Infuse has obtained all required signatures. If requested by MMCAP Infuse, Member and Vendor expressly agree to conduct transactions under the MPA by electronic means (including, without limitation, with respect to execution, delivery, storage and transfer of this MPA by electronic means and to the enforceability of this electronic agreement). MMCAP Infuse will be deemed to have control of the authoritative copy for the electronic transferable record, in each case regardless of whether applicable law recognizes electronic transferable records or control of electronic transferable records and regardless of whether this MPA is an electronic record or transferable record. Member and Vendor will cooperate with and take all actions required by MMCAP Infuse in order for this MPA to be a transferable record, to ensure that MMCAP Infuse has control of the authoritative copy of such transferable record. C. Amendments: Any amendment or modification to this MPA must be in writing and will not be effective until executed by Vendor, the Member, and MMCAP Infuse. [REMAINDER OF PAGE LEFT BLANK; SIGNATURE PAGE FOLLOWS] MMCAP INFUSE MPA Page 2 of 7 Vendor Contract MMS19001 13 State of Idaho Tendered: October 11, 2019 IN WITNESS WHEREOF, the undersigned parties have caused this MPA to be signed on their behalf intending to be bound thereby. BY AND BETEWEEN: FOR THE MEMBER: STATE OF IDAHO IN AN APPROVAL CAPACITY ONLY: VENDOR: CARDINAL HEALTH 110, LLC and CARDINAL HEALTH 112, LLC Signature:_ B : Brad Cochran Title SVP. Nati onal Markets Date Decem ber 13, 2019 State of Minnesota for MMCAP Infuse In accordance with Minn. Stat. § 16C.03, subd. 3 Signature: _____ _____ _____ ___ Printed: LS’C.VtZ- IL-i) Date: P It / Minnesota Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2 4. L. 4(tU”dfDate: 12 j o)9 [SIGNATURE PAGE] MMCAP INFUSE MPA Signature: c 1z.h-Q.a.. By: Chelsea Robillard Title: Lead Purchasing Officer Date: December 16, 2019 Page 3 of 7 Vendor Contract MMS19001 13 State of Idaho Tendered: October 11,2019 EXHIBIT A Vendor Contract and other Applicable Legal Documents 1. Vendor Contract MMS1900113 MMCAP INFUSE MPA Page 4 of 7 Vendor Contract MMS19001 13 State of Idaho Tendered: October 11, 2019 EXHIBIT B Approved Facilities Scope: All state governmental entities, approved by MMCAP Infuse, within the State of Idaho and public agencies (as defined by Idaho Code, Section 67-2327) are authorized to purchase products and services under the terms and conditions of the Vendor Contract. These public agencies include any city or political subdivision of the State of Idaho, including, but not limited to counties; school districts; highway districts; port authorities; instrumentalities of counties, cities, or any political subdivision created under the laws of the State of Idaho; and public schools and institutions of higher education. 2. Participation: Use of specific MMCAP Infuse contracts by Facilities are subject to the prior approval of Idaho’s Chief Procurement Official and MMCAP Infuse. 3. Individual Customer: Each ordering Facility (‘Purchasing Entity”) that places an order under this MPA will be treated as if it is an individual customer. Except to the extent modified by this MPA, each Purchasing Entity will be responsible to follow the terms and conditions of the Vendor Contract and this MPA. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities; and will have the same rights to any indemnity or to recover any costs allowed in the Vendor Contract for its individual purchases. 4. Price Agreement Numbers. All purchase orders issued by Purchasing Entities within the jurisdiction of this PADD shall include the following price agreement number: MMCAP Infuse Vendor Contract MMS1900113 and PADD20200177 MMCAP INFUSE MPA Page 5of7 Vendor Contract MMS1900113 State of Idaho Tendered; October 11,2019 EXHIBIT C Language Modification of the Vendor Contract The following terms and conditions are entered into between Vendor and the Member and incorporate the documents identified on Exhibit A. Neither MMCAP Infuse, the State of Minnesota, nor the Membership, except for the Member (and Facilities on Exhibit B), are bound by the ternis within this Exhibit. Modification of Terms: This has been intentionally been left blank. Additional Terms: Idaho Fee and Quarterly Usage Report. A one and one-quarter percent (1.25%) Idaho Fee will apply to all purchases made under this MPA by any Facility. Member understands and agrees that Vendor will raise the Vendor Contract prices by the amount of the Idaho Fee. Idaho Fee payments and reports to the State of Idaho are due no later than thirty (30) calendar days after the end of each calendar quarter. State of Idaho Reporting Time Line: 1St Quarter: July 1 — September 30 2uid Quarter: October 1 — December 31 3rd Quarter: January 1 — March 31 4th Quarter: April 1 — June 30 Report of Contract Purchases: Provided there are sales to report, quarterly reports must accompany each Idaho Fee payment: and be furnished electronically in Microsoft Excel format. For each account, Vendor needs to provide a listing of all items purchased during the prior quarter indicating the item # and description, the quantity delivered, the delivery destination, the date of delivery, and the unit prices. The total dollar amount accounts will have state agencies grouped separately from political subdivisions (e.g., cities, counties, school districts, water districts, etc.). The report must be emailed to: purchasingadm.idahpqy. Idaho Fee Payment checks must be made out and mailed to: Division of Purchasing, State of Idaho P.O. Box 83720 Boise, ID 83720-0075 2. Restrictions. Purchases under this MPA are restricted to purchases of medical equipment and supplies offered by the Vendor and are listed on the Vendor Contract. 3. Terms and Conditions in the Vendor Agreement that Do Not Apply to Idaho. To the extent that the Vendor Contract contains terms that have any of the following force or effect, such terms are hereby deemed inapplicable to Member: A. Waiver of the sovereign immunity of the State of Idaho; MMCAP INFUSE MPA Page 6of7 Vendor Contract MMS19001 13 State of Idaho Tendered; October 11, 2019 B. Subject the state of Idaho, its agencies, or political subdivision s of the state of Idaho to the jurisdiction of the courts of other states; C. Limit the time in which the state of Idaho, its agencies, or polit ical subdivisions of the State of Idaho may bring a legal claim to a period shorter than that pr ovided in Idaho law; D. Impose a payment obligation, including a rate of interest for late payments, less favorable than the obligations set forth in Section 67-2302, Idaho Code; E. Require the state of Idaho, its agencies, or political subdivis ions of the state of Idaho to accept arbitration or to waive right to a jury trial. F. Require indemnification not specifically authorized by the Ida ho legislature or subject to appropriation (pursuant to Section 67-9213, Idaho Code, and Section 59-1016, Idaho Code); or G. Hold employees or officers of the State of Idaho and of politic al subdivisions of the State of Idaho personally liable. 4. Primary Contacts: The primary contact individuals for this MPA are as follows (or their named successors): Vendor Name: Wendy Sease Address: 7000 Dublin Place Dublin, OH 43017 Telephone: 651-247-0695 Fax: Email: Wendy.sease@cardinalhealth.com Particioatina Entity Name: Chelsea Robillard Address: State of Idaho, Division of Purchasing 304 N. 8 Street, Room 403 Boise, ID 83709 Telephone: 208-332-1607 Fax: 208-327-7320 Email: Chelsea.RobilIard(adm.idaho.cov 5. Orders: Any Order placed by a Purchasing Entity for a pr oduct and/or service available from the Vendor Contract shall be deemed to be a sale under (and gove rned by the prices and other terms and conditions) the MPA unless the Purchasing Entity and the Ve ndor agree in writing that another contract or agreement applies to such Order. MMCAP INFUSE MPA Page 7 of 7 MMCAP Infuse Contract #MMSI 900113 Pharmaceutical Prime MMCAP Wholesaler Services Contract I N F U S E • — MMCAP Infuse This Contract is between the State of Minnesota, acting through its Commissioner and the state agency MMCAP Infuse (‘State” or “MMCAP Infuse”) and Cardinal Health 110, LLC and Cardinal Health 112, LLC whose designated business address is 7000 Cardinal Place, Dublin, Ohio 43017 (collectively, “WHOLESALER”). Recitals 1. Pursuant to Minnesota Statutes Section 16C.03, the Commissioner of Administration may enter into this Contract on behalf of MMCAP Infuse for the benefit of its members. 2. MMCAP Infuse is a group purchasing organization as defined in 42 U.S.C. § 1320a-7b(b)(3)(c) and maintains that it is structured to comply with the requirements of the Safe Harbor regulations regarding payments to group purchasing organizations set forth in 42 C.F.R. § 1001.952(j). MMCAP Infuse consists of government-run facilities and contracts for pharmaceuticals and health care products and services for members’ use. 3. The Wholesaler wishes to contract with MMCAP Infuse to provide pharmaceutical wholesaler distribution services to distribute contract and non-contract pharmaceuticals, OTCs, nutritionals, vaccines (other than influenza vaccines), diabetic supplies, and other products to MMCAP Infuse Members. 4. The WHOLESALER represents that it is duly qualified and agrees to perform all services described in this Contract to the satisfaction of MMCAP Infuse. Contract 1. Term of Contract and Exhibits 1.1 Effective date: November 1, 2019, or the date MMCAP Infuse obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later. The WHOLESALER must not begin work under this Contract until this Contract is fully executed and the WHOLESALER has been notified by MMCAP Infuse’s Authorized Representative to begin the work. 1.2 Expiration date: October 31, 2021, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The Contract may be extended for up to an additional three (3) years, at increments determined by MMCAP Infuse, on written acceptance by both parties, for a total term not to exceed five (5) years. 1.3 Survival of terms. The following clauses survive the expiration or cancellation of this Contract: 2. Definitions; 5. Fees and Payment; 6. Conditions of Payment; 9. Notices; 10.4. Member-required Participation Agreement (state terms); 13. Indemnification; 14. Audits; 15. Government Data Practices; 16. Intellectual Property and Data Rights; 20. Publicity and Endorsement; 21. Governing Law, Jurisdiction, and Venue; 22. Antitrust; 23. Data Disclosure; and 35. Severability; 1.4 Exhibits. The following exhibits are attached and incorporated into this Contract, and are set forth in their order of precedence: 1.4.1 Attachment A, Scope of Work 1.4.2 Attachment B, Fees 1.4.3 Attachment C, Service Fee Discount Matrix (Cost of Goods Discounts/Payment terms) 1.4.4 Attachment D, Wholesaler Saleable Returns Policy 2. Definitions To the extent that they do not diminish, derogate, or otherwise modify the express language set forth in this Contract, the definitions set forth in any exhibits or attachments, as attached an incorporated herein, shall apply to the Contract document. 3. Time The WHOLESALER must comply with all the time requirements described in this Contract. In the performance of this Contract, time is of the essence. 4. Wholesaler’s duties Page I I MMCAP Infuse Contract #MMSI 900113 The WHOLESALER, who is not a State employee, will perform the duties specified in Attachment A which are attached and incorporated into this Contract. 5. Fees and Payment 5.1 Fees. Subject to Attachment C, as attached and incorporated herein, all changes to the MMCAP Infuse Service Fee Discount Matrix will be communicated to MMCAP Infuse in writing with a minimum of seven (7) business days’ notice prior to the effective date of the changes. WHOLESALER service fees may only change on a quarterly or less frequent basis. 5.2 Additional Fees. Subject to Attachment B, no fee, percentage, or other cost may be added to the products purchased under this Contract unless the fee, percentage, or cost is defined and approved in writing by MMCAP Infuse and a formal amendment is executed. 5.3 Federal funds. Payments under this Contract may be made from federal funds. The WHOLESALER is responsible for compliance with all federal requirements imposed on these funds and accepts full financial responsibility for any requirements imposed by the WHOLESALER’s failure to comply with federal requirements. 5.4 Each individual MMCAP Infuse Member, as applicable and as allowable under law, will pay any fees, surcharges, taxes, or assessments directly related to the sale and/or distribution of pharmaceutical products (“Pharmaceutical Fees”). WHOLESALER may only apply Pharmaceutical Fees to MMCAP Infuse Members in the jurisdiction where the applicable Pharmaceutical Fee was enacted. To avoid all doubt among the parties, for an example, if the state of Blackacre enacts a Pharmaceutical Fee, WHOLESALER may only assess the Pharmaceutical Fee to MMCAP Infuse Members located in, or otherwise doing business in, the state of Blackacre. All Pharmaceutical Fees must be assessed by WHOLESALER as a separate line-item on the invoice to the purchasing MMCAP Infuse Member and will not be included in any Product or Service pricing; except in instances where certain other fees or taxes are automatically applied to the Product or Service cost 6. Conditions of payment All services provided by the WHOLESALER under this Contract must be performed to the satisfaction of MMCAP Infuse and the MMCAP Infuse Member, and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The WHOLESALER will not receive payment for work found by MMCAP Infuse (as directed by the MMCAP Infuse Member) to be unsatisfactory or performed in violation of federal, state, or local law. 7. Ordering and Purchase Orders As a condition for purchasing under this Contract, purchasers must be MMCAP Infuse Members in good standing with MMCAP Infuse, as defined in Article 10. 7.1 Purchase Orders. MMCAP Infuse Members may use their own forms for Purchase Orders. To the extent that the terms of any form conflict with the terms of this Contract, the terms of this Contract supersede. Each MMCAP Infuse Member will be responsible for payment for services provided to that MMCAP Infuse Member by WHOLESALER; the MMCAP Infuse Office will have no liability for any unpaid invoice of any MMCAP Infuse Member or Facility. WHOLESALER agrees to invoice the MMCAP Infuse Member for services provided as specified in Attachment B, Fees and/or Attachment C, Service Fee Discount Matrix. WHOLESALER will accept Electronic Funds Transfer (EFT) as a payment modality. At time of new account set up, the MMCAP Infuse Member will initiate this process with its bank. 7.2 Funds available and authorized/non-appropriation. By submitting a Purchase Order the MMCAP Infuse Member represents it has sufficient funds currently available and authorized for expenditure to finance the costs of the Purchase Order. 7.3 Termination of Individual Purchase Orders. MMCAP Infuse Members may terminate individual Purchase Orders, in whole or in part, immediately upon notice to WHOLESALER, or at such later date as the MMCAP Infuse Member may establish in such notice, upon the occurrence of any of the following events: (i)The MMCAP Infuse Member fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for the goods to be purchased under the Purchase Order; (ii) Federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the purchase of goods under the Purchase Order is prohibited or the MMCAP Infuse Member is prohibited from paying for such goods from the planned funding source; or (iii) If WHOLESALER or MMCAP Infuse Member commits any material breach of this Contract or a Purchase Order, MMCAP Infuse may terminate the individual Purchase Order Upon receipt of written notice of termination, the party(ies) will stop performance under the Purchase Order as directed by the MMCAP Infuse. WHOLESALER or MMCAP Infuse Member may effect an early termination of an individual MMCAP Infuse Member Purchase Order upon the occurrence of a material breach by the other party. The non-breaching party must give written notice to the breaching party of the nature and occurrence of such breach. If the breach is not cured by the expiration of thirty (30) calendar days from the date of such notice, or if the breaching party Page 2 MMCAP Infuse Contract #MMSI 900113 has not made reasonable efforts to effect the cure if the breach cannot reasonably be cured within such thirty (30) calendar day period, then the non-breaching party may, in addition to any and all other rights or remedies it may have, provide written notice to the breaching party that the Purchase Order will be terminated immediately following the expiration of such thirty (30) calendar day period. Termination of a standing Purchase Order does not extinguish or prejudice the MMCAP Infuse Member’s right to enforce such Purchase Order with respect to WHOLESALER’s breach of any warranty or any defect in or default of WHOLESALER’s performance under such Purchase Order that has not been cured, including any right of the MMCAP Infuse Member to indemnification by WHOLESALER or enforcement of a warranty. If a standing Purchase Order is terminated, the MMCAP Infuse Member must pay WHOLESALER in accordance with the terms of this Contract for goods delivered and accepted by the MMCAP Infuse Member. 7.4 Jurisdiction and Venue of Purchase Orders. Upon completion of the Dispute Resolution process outlined in Article 36 this Contract, and solely with the prior written consent of MMCAP Infuse and the State of Minnesota Attorney General’s Office, the MMCAP Infuse Member may bring a claim, action, suit or proceeding against WHOLESALER. The MMCAP Infuse Member’s request to MMCAP Infuse to bring the claim, action, suit, or proceeding must state the initiating party’s desired jurisdiction, venue and governing law. Upon completion of the Dispute Resolution process outlined in this Contract, the WHOLESALER may bring a claim, action, suit or proceeding against MMCAP Infuse Member, in WHOLESALER’s sole discretion. As it applies to purchases made by a MMCAP Infuse Member, nothing in the Contract will be construed to deprive the MMCAP Infuse Member of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applying to this Contract or afforded by the MMCAP Infuse Participating Facilities’ law. 8. Authorized Representative MMCAP Infuse’s Authorized Representative is Ms. Debra López-Burandt, MMCAP Infuse Wholesaler Coordinator, 112 Administration Building, 50 Sherburne Avenue, St. Paul, MN 55155, 651-201-3053, debra.lopez burandtstate.mn.us or her successor or designee, and has the responsibility to monitor the WHOLESALER’s performance and the authority to accept the services provided under this Contract. If the services are satisfactory, MMCAP Infuse’s Authorized Representative will certify acceptance on each invoice submitted for payment. The WHOLESALER’s Authorized Representative is Wendy Sease, Director, State Government at the following business address and telephone number: 7000 Cardinal Place, Dublin, OH 43017, 651-247-0695 Wendy.Seasecardinalhealth.com, or his/her successor. If the WHOLESALER’s Authorized Representative changes at any time during this Contract, the WHOLESALER must immediately notify MMCAP Infuse. 9. Notices If one party is required to provide legal notice or notice under the terms of the Contract to the other, such notice will be in writing and will be effective upon dispatch. Delivery shall be by certified United States mail, or by email or facsimile transmission provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices should be addressed as follows: MMCAP Infuse Wholesaler Coordinator SVP, National Accounts MMCAP Infuse With a copy to: General Counsel 112 Administration Building Cardinal Health 110, LLC 50 Sherburne Avenue Cardinal Health 112, LLC St. Paul, MN 55155 7000 Cardinal Place Fax: 651-201-3053 Dublin, OH 43017 10. MMCAP Infuse Members 10.1 Membership Listing. MMCAP Infuse will provide WHOLESALER a complete listing of all MMCAP Infuse members, which is password protected and published at MMCAP Infuse’s website. MMCAP Infuse reserves the right to add and remove MMCAP Infuse Members during the Term of this Contract. 10.2 New Members. The WHOLESALER must allow new MMCAP Infuse Members that join MMCAP Infuse to access to the Contract. As new MMCAP Infuse Members are added to MMCAP Infuse, MMCAP Infuse will provide WHOLESALER with monthly e-mail notices announcing that a new MMCAP Infuse Membership List has been posted online. If new states are added as MMCAP Infuse Members and opt to participate in this Contract, the new MMCAP Infuse Member state will select a wholesaler to service the MMCAP Infuse Members. In the event one or more of said facilities are currently using another MMCAP Infuse-contracted wholesaler, said facility will be allowed to choose if it will transition to WHOLESALER. 10.3 Verification of Authorized Purchasers. Upon request of MMCAP Infuse, WHOLESALER must verify that it provides services and pricing under this Contract only to MMCAP Infuse Members. 10.4 Member-required Participation Agreement (MPA). In order to access this Contract some MMCAP Infuse Page I 3 MMCAP Infuse Contract #MMSI900II3 Members require jurisdiction-specific additional paperwork or contract language. WHOLESALER may be required to review an MMCAP Infuse “Member Participating Agreement” (MPA) to amend this Contract to provide for laws specific to a state or local jurisdiction. If these circumstances exist, the WHOLESALER must work with MMCAP Infuse and the MMCAP Infuse Member to prepare an MPA to set forth the additional or altered terms and conditions. An MPA must clearly apply only to the requesting location and will not affect the rights of the other MMCAP Infuse Members, nor will it modify, derogate, or otherwise diminish the rights and obligations set forth herein, except in regard to the applicable named MMCAP Infuse Member. When the specific terms are agreeable to the WHOLESALER and the MMCAP Infuse Member, the MPA will be presented to each party for execution WHOLESALER must not sign any member documents without prior MMCAP Infuse review and approval. The MPA, will only apply to the requesting Member and must be signed in the following order: WHOLESALER, MMCAP Infuse Member, and then MMCAP Infuse. WHOLESALER is not required to agree to any additional terms; however, by not agreeing to the MPA, WHOLESALER may be precluded from doing business with that MMCAP Infuse Member. No verbal or written instructions from MMCAP Infuse Members, or any of their staff or officials, to change any provision of this Contract will be accepted by WHOLESALER without the prior written approval of MMCAP Infuse. WHOLESALER will immediately report any such requests to the MMCAP Infuse Authorized Representative who will issue approval or denial in writing. In the event a MMCAP Infuse Member requires a fee be added to the Contract price (e.g., member levied procurement fee or system use fee), that fee must be added on top of the MMCAP Infuse-contracted pricing. WHOLESALER may not absorb the fee. WHOLESALER must not pay a member levied fee without first collecting the fee through increased service costs. The fees will be set aside and paid to the MMCAP Infuse Member as detailed in the specific MPA. 10.5 Covenant of Laws. WHOLESALER shall comply with all state and federal laws, as applicable to each Member State, in the performance of this Contract. 11. Contract Transition. Pursuant to the transition checklist, as set forth in Attachment A: 11.1 Currently Contracting with MMCAP Infuse Members. If the MMCAP Infuse Member is currently contracted with the WHOLESALER for the services or substantially similar services, as set forth in Attachment A and has selected WHOLESALER for this Contract, WHOLESALER shall transition each MMCAP Infuse Member from the existing contract (and existing contract terms) to this Contract (and its terms) on the effective date of this Contract. 11.2 Currently Not Contracting with MMCAP Infuse Members. If the MMCAP Infuse Member is not currently contracting with the WHOLESALER for the or substantially similar services, as set forth in Attachment A, and has selected WHOLESALER for this Contract, WHOLESALER shall transition each MMCAP Infuse Member to this Contract (and its terms), on the effective date of this Contract. If due to selection process delays that further impact the transition process set forth in Attachment A, WHOLESALER shall transition the MMCAP Infuse Member on the 1st day of the month following the completion of the transition process. 11.3 Transitions. Transition from an existing contract to this Contract must occur on the 1st day of a month, and no other day, unless there is written approval from MMCAP Infuse. 11.4 Cooperation. In completing this transition, WHOLESALER shall work with MMCAP Infuse Staff and MMCAP Infuse Members to determine the appropriate steps and schedule, subject to the above, for the transition. WHOLESALER acknowledges that the transition may be dependent upon the terms of the existing contracts and subject to the notice provisions contained therein. 12. Assignment, amendments, waiver, and contract complete 12.1 Assignment. The WHOLESALER may neither assign nor transfer any rights or obligations under this Contract without the prior consent of MMCAP Infuse, which consent shall not be unreasonably withheld, and a fully executed assignment agreement, executed and approved by the same parties who executed and approved this Contract, or their successors in office. MMCAP Infuse may not assign or transfer any rights or obligations under this Contract to any entity outside the State of Minnesota executive branch, without the prior consent of WHOLESALER, which consent shall not be unreasonably withheld, and a fully executed assignment agreement, executed and approved by the same parties who executed and approved this Contract, or their successors in office. 12.2 Amendments. Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Contract, or their successors in office. 12.3 Extraneous Agreements. The WHOLESALER shall not enter into any additional agreement, with any MMCAP Infuse Member, arising from this agreement for similar services, or amend this agreement in any way, without the written authorization of MMCAP Infuse’s managing director. Page I 4 MMCAP Infuse Contract #MMSI 900113 12.4 Waiver. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it. 12.5 Counterparts and Electronic Signature. The Contract cannot be executed in counterparts and will not be enforceable until MMCAP Infuse has obtained all required signatures. If requested by MMCAP Infuse and WHOLESALER expressly agree to conduct transactions under the Contract by electronic means (including, without limitation, with respect to execution, delivery, storage and transfer of this Contract by electronic means and to the enforceability of this electronic agreement). MMCAP Infuse will be deemed to have control of the authoritative copy for the electronic transferable record, in each case regardless of whether applicable law recognizes electronic transferable records or control of electronic transferable records and regardless of whether this Contract is an electronic record or transferable record. 12.6 Contract complete. This Contract contains all negotiations and agreements between MMCAP Infuse and the WHOLESALER. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. 13. Indemnification In the performance of this Contract by WHOLESALER, or WHOLESALER’s agents or employees, the WHOLESALER must indemnify, save, and hold harmless MMCAP Infuse, MMCAP Infuse Members, including their agents, and employees harmless from any claims or causes of action, including attorney’s fees arising out of the performance of this Contract, to the extent caused by WHOLESALER’s: a) Intentional, willful, or negligent acts or omissions; b) Actions that give rise to strict liability; or c) Breach of contract or warranty. The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the MMCAP Infuse’s negligence. This clause will not be construed to bar any legal remedies the WHOLESALER may have for the MMCAP Infuse’s failure to fulfill its obligation under this Contract. Pursuant to the Minnesota Constitution Article XI Section 1, MMCAP Infuse cannot indemnify the WHOLESALER. EXCEPT FOR PRODUCTS MANUFACTURED BY (A) WHOLESALER; (B) AN AFFILIATE OR SUBSIDIARY OF WHOLESALER; OR (C) PARENT OF WHOLESALER; WHOLESALER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL WHOLESALER BE LIABLE TO THE STATE, MMCAP INFUSE, ANY MMCAP INFUSE MEMBER OR ANY MMCAP INFUSE PARTICIPATING FACILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL CLAIMS, LIABILITIES OR DAMAGES. WHOLESALER will transfer to MMCAP Infuse and MMCAP Infuse Member (on a non-exclusive basis) any representations and warranties made by the manufacturers of the products to the extent that such representations and warranties are assignable by WHOLESALER, and will cooperate with all reasonable requests, at no cost to WHOLESALE, made by MMCAP Infuse and/or MMCAP Infuse Member to enforce such representations and warranties against such manufacturers. Notwithstanding anything to the contrary herein, WHOLESALER reserves its own rights under such representations and warranties made by such manufacturers and the remedies available to it for any breach of such representations and warranties by the manufacturers. 14. Audits 14.1 State Audit. Under Minn. Stat. § 16C.05, subd. 5, the WHOLESALER’s books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by the State, MMCAP Infuse, and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six (6) years from the end of this Contract. This clause extends to MMCAP Infuse Member Facilities as it relates to business conducted with and sales to that Member Facility. 14.2 Invoice and Pricing Audit. MMCAP Infuse and MMCAP Infuse Members served by this Contract may periodically audit WHOLESALER to determine the validity of invoice pricing. Each individual MMCAP Infuse Member may audit no more than twice in any twelve (12) month period following sixty (60) day’s advance written notice to WHOLESALER. Such audits may be conducted only during ordinary business hours. Subject to applicable government data practices law(s), any such review will be limited to twelve (12) months of historical information as of the date of such review begins and will be subject to a confidentiality agreement, prepared by WHOLESALER and signed by MMCAP Infuse and its employee(s) who will have access to the information prior to beginning the review. 14.3 Costs. WHOLESALER, MMCAP Infuse, and MMCAP Infuse Members shall each be responsible for its own costs associated with any audit, including costs related to the production of records and/or other documents requested by the other party. 15. Government data practices Page I 5 MMCAP Infuse Contract #MMSI900II3 15.1 Data Practices Act. The WHOLESALER and MMCAP Infuse must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by the MMCAP Infuse under this Contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the WHOLESALER under this Contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minnesota Statutes Chapter 13, by either the WHOLESALER or the MMCAP Infuse. 15.2 Notification. If the WHOLESALER receives a request to release the data referred to in this clause, the WHOLESALER must immediately notify and consult with MMCAP Infuse’s Authorized Representative as to how the WHOLESALER should respond to the request. The WHOLESALER’s response to the request shall comply with applicable law. As may be required under Minnesota law, WHOLESALER agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce this provision of the Contractl5.3 Release of MMCAP Infuse data. Except as may be required by Minnesota Data Practices Act, Minn. Stat. Ch. 13, or as provided in Section 13, WHOLESALER shall not release to any third party any MMCAP Infuse customer data, sales transaction data, DEA/HIN information, contract pricing, EDI transaction data, reverse distribution data, or payment data. 16. Intellectual Property and Data Rights. 16.1 MMCAP Infuse Ownership. MMCAP Infuse owns all rights, title, and interest in MMCAP Infuse customer data, sales transaction data, DEA/HIN information (subject to third-party rights), contract pricing, EDI transaction data, reverse distribution data, and payment data, including copyrights and trade secrets contained therein. MMCAP Infuse grants to WHOLESALER an unlimited, non-revocable, nontransferable, fully paid license, for the term of this Contract, to (i) release state specific data to an MMCAP Infuse Member’s State primary contact; (ii) release any of the above data to product manufacturers, when necessary for the performance of this Contract or as required by WHOLESALER’s agreements with such product manufacturers; (iii) to release any of the above data to other MMCAP Infuse-approved third parties, when necessary for the performance of this Contract; (iv) to provide MMCAP Infuse Member purchase data to aggregators, including IMS Health and NDC Health, subject to WHOLESALER’s reasonable efforts to require such data aggregators to protect any identifiable data from discovery by another third party; and (v) to provide MMCAP Infuse Member purchase data to other group purchasing organizations of which the MMCAP Infuse Member is also a member, provided such data will not include MMCAP Infuse-identifiable data. Any MMCAP Infuse identifiable data provided hereunder to a third party must identify the data as MMCAP Infuse data and subject to Minn. Stat. Ch. 13. To the extent permitted by law, WHOLESALER hereby agrees that in the event that MMCAP Infuse or an MMCAP Infuse Member requests in writing that its purchase data be kept confidential, such data will not be provided to third party aggregators. 16.2 WHOLESALER Ownership. WHOLESALER owns all rights, title, and interest to any aggregated data not identifiable as arising from this Contract and any other intellectual property created for or presented to MMCAP Infuse. WHOLESALER grants to MMCAP Infuse an unlimited, non-revocable, non-transferable, fully paid, perpetual license, to use all intellectual property created for or presented to MMCAP Infuse under this Contract. 16.3 Pre-Existing Intellectual Property. MMCAP Infuse and WHOLESALER shall each retain ownership of, and all right and, title and interest in and to, their respective pre-existing intellectual property. WHOLESALER grants to State an unlimited, royalty-free, paid up, perpetual, non-exclusive, irrevocable, non-transferable license to use and modify any pre-existing WHOLESALER intellectual property, including marketing materials and materials contained in solicitation responses provided by WHOLESALER to MMCAP Infuse or an MMCAP Infuse Member. The aforementioned license is solely for use by MMCAP Infuse and MMCAP Infuse Members, and their agents related to an internal business or governmental purposes. 16.4 Intellectual Property Warranty and Indemnification. Except as otherwise set forth below, WHOLESALER warrants that any materials, software or products produced by WHOLESALER will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against MMCAP Infuse, MMCAP Infuse will promptly notify WHOLESALER. WHOLESALER, at its own expense, will indemnify; defend to the extent permitted by the Minnesota Attorney General’s Office, and hold harmless MMCAP Infuse against any loss, cost, expense, or liability (including reasonable legal fees) arising out of such a claim, whether or not such claim is successful against MMCAP Infuse. 16.4.1 If such a claim has occurred, or in the WHOLESALER’s opinion is likely to occur, the WHOLESALER will either procure for MMCAP Infuse the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to MMCAP Infuse is not reasonably available, MMCAP Infuse will return the materials or products to the WHOLESALER, upon Page I 6 MMCAP Infuse Contract #MMSI900II3 written request of the WHOLESALER and at the WHOLESALER’s expense. This remedy is in addition to any other remedy provided by law. 16.4.2 In the event of a third party claim of infringement by any material, software or product provided by WHOLESALER or utilized by WHOLESALER in the performance of this Contract, but produced by a third party, WHOLESALER’s indemnification obligations set forth in Section 13.4 shall apply to the extent that the third party’s indemnification obligation to the WHOLESALER is available to MMCAP Infuse or WHOLESALER will assist MMCAP Infuse in tender of such claim directly to the manufacturer of such material, software or product. 17. Insurance Requirements 17.1 WHOLESALER shall not commence work under the Contract until they have obtained all the insurance described below. WHOLESALER shall maintain such insurance in force and effect throughout the term of the Contract. 17.2 WHOLESALER is required to maintain and furnish satisfactory evidence of the following insurance policies: 17.2.1 Workers’ Compensation Insurance: Except as provided below, WHOLESALER must provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted, WHOLESALER will require the subcontractor to provide Workers’ Compensation insurance in accordance with the statutory requirements of the State of Minnesota, including Coverage B, Employer’s Liability. Insurance minimum limits are as follows: $100,000— Bodily Injury by Disease per employee $500,000 — Bodily Injury by Disease aggregate $1 00,000 — Bodily Injury by Accident If Minnesota Statute 176.04 1 exempts WHOLESALER from Workers’ Compensation insurance or if the WHOLESALER has no employees in the State of Minnesota, WHOLESALER must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes WHOLESALER from the Minnesota Workers’ Compensation requirements. If during the course of the Contract the WHOLESALER becomes eligible for Workers’ Compensation, the WHOLESALER must comply with the Workers’ Compensation Insurance requirements herein and provide MMCAP Infuse with a certificate of insurance. 17.2.2 Commercial General Liability Insurance: WHOLESALER is required to maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease, death, and for care and loss of services as well as from claims for property damage, including loss of use which may arise from services under the Contract whether the services are by the WHOLESALER or by a subcontractor or by anyone directly or indirectly employed by the WHOLESALER under the Contract. Insurance minimum limits are as follows: $5,000,000 — per occurrence $5,000,000 — annual aggregate The following coverages shall be included: Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury Blanket Contractual Liability Other; if applicable, please list_____________________________________ MMCAP Infuse named as an Additional Insured, to the extent permitted by law 17.2.3 Products and Completed Operations Liability Insurance WHOLESALER is required to maintain Products/Completed Operations Liability Insurance. WHOLESALER may self-insure or self-administer all or a portion of the required insurance, and to the extent the WHOLESALER does self-insure, such insurance will not be deemed to exceed the scope of coverage and/or limits that would have been provided in an actual policy of insurance that satisfies this insurance requirements. Insurance minimum limits are as follows: Page I 7 MMCAP Infuse Contract #MMSI 900113 $5,000,000 - per occurrence $5,000,000 - annual aggregate 17.2.4 Network Security and Privacy Liability Insurance, Including Ransomware (or equivalent): WHOLESALER is required to maintain insurance to cover claims which may arise from negligent failure of WHOLESALERS’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of confidential or private information, transmission of a malicious code or denial of service. Insurance minimum limits are as follows: $2,000,000 — per claim $2,000,000 — annual aggregate 17.2.5 Professional! Technical, Errors and Omissions, and or Miscellaneous Liability Insurance: This policy will provide coverage for all claims the WHOLESALER may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to the WHOLESALER’s professional services required under the Contract. Insurance minimum limits are as follows: $2,000,000 — per claim $2,000,000 — annual aggregate The retroactive or prior acts date of such coverage are not to be after the effective date of this Contract and the WHOLESALER is to maintain such insurance for a period of at least three (3) years, following the completion of the contracted work. If such insurance is discontinued, extended reporting period coverage must be obtained by the WHOLESALER to fulfill this requirement. 17.2.6 Commercial Automobile Liability Insurance: WHOLESALER is required to maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership, operation, maintenance or use of all owned, hired, and non-owned autos which may arise from operations under this Contract, and in case any work is subcontracted the WHOLESALER will require the subcontractor to maintain Commercial Automobile Liability insurance. Insurance minimum limits are as follows: $2,000,000 — per occurrence Combined Single limit for Bodily Injury and Property Damage In addition, the following coverages should be included: Owned, Hired, and Non-owned Automobile 17.3. Additional Insurance Conditions: 17.3.1 Any deductible or retention will be the sole responsibility of the WHOLESALER. 17.3.2 WHOLESALER’s policy(ies) shall be primary and non-contributory to any other valid and collectible insurance available to MMCAP Infuse with respect to any claim arising out of WHOLESALER’s performance under this Contract; If WHOLESALER receives a cancellation notice from an insurance carrier affording coverage herein, WHOLESALER agrees to endeavor to notify MMCAP Infuse within ten (10) business days with a copy of the cancellation notice, unless WHOLESALER’s policy(ies) contain a provision that coverage afforded under the policy(ies) will not be cancelled without at least thirty (30) calendar days advance written notice to MMCAP Infuse; WHOLESALER is responsible for payment of Contract related insurance premiums and deductibles/retentions; If WHOLESALER is self-insured, a notification of Self-Insurance must be attached; WHOLESALER’s policy(ies) shall include legal defense fees, where applicable. Page I 8 MMCAP Infuse Contract #MMSI900II3 WHOLESALER shall obtain insurance policy(ies) from insurance company(ies) having an “AM BEST” rating of A- (minus); Financial Size Category (FSC) VII or better, and authorized to do business in the State of Minnesota; and An Umbrella or Excess Liability insurance policy may be used to supplement the WHOLESALER’s policy limits to satisfy the full policy limits required by the Contract. 17.4 MMCAP Infuse reserves the right to immediately terminate the Contract if the WHOLESALER is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the WHOLESALER. Upon pursuit of any such legal remedies, all insurance policies must be open to inspection by the State, and copies of policies must be submitted to MMCAP Infuse’s authorized representative. 17.5 The WHOLESALER is required to submit Certificates of Insurance acceptable to MMCAP Infuse as evidence of insurance coverage requirements prior to commencing work under the Contract. 18. Debarment by State, its departments, commissions, agencies, or political subdivisions WHOLESALER warrants and certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any MMCAP Infuse Member Facility; and has not been convicted of a criminal offense related to the subject of this Contract. WHOLESALER further warrants that it will provide immediate written notice to the MMCAP Infuse Authorized Representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances. 19. Certification regarding debarment, suspension, ineligibility, and voluntary exclusion Federal money will be used or may potentially be used to pay for all or part of the work under the Contract, therefore WHOLESALER certifies that it is in compliance with federal requirements on debarment, suspension, ineligibility and voluntary exclusion specified in the solicitation document implementing Executive Order 12549. WHOLESALER’s certification is a material representation upon which the Contract award was based. 20. Publicity and endorsement 20.1 Publicity. Any publicity regarding the subject matter of this Contract must identify MMCAP Infuse as the sponsoring agency and must not be released without prior written approval from MMCAP Infuse’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the WHOLESALER individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. 20.2 Marketing. Any direct advertising, marketing, or direct offers with MMCAP Infuse Member must be approved by MMCAP Infuse. Materials should be sent to: MMCAP.Contracts@state.mn.us. Violation of this Article may be cause for immediate cancellation of this Contract and/or MMCAP Infuse may reject any proposal submitted by the WHOLESALER in any subsequent solicitations for service contract awards. 20.3 Endorsement. The WHOLESALER must not claim that MMCAP Infuse, the State of Minnesota, or any Member State endorses its products or services, nor may MMCAP Infuse claim that the WHOLESALER endorses its products or services. 21. Governing law, jurisdiction, and venue Minnesota law, without regard to its choice-of-law provisions, governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. Except to the extent that the provisions of this Contract are clearly inconsistent therewith, this Contract will be governed by the Minn. Stat. § 336, the Uniform Commercial Code (UCC) as adopted by the State of Minnesota. To the extent this Contract entails delivery or performance of services, such services will be deemed “goods” within the meaning of the UCC except when to do so is unreasonable. 22. Antitrust. The WHOLESALER hereby assigns to the State of Minnesota any and all claims for overcharges as to services provided in connection with this Contract resulting from antitrust violations that arise under the antitrust laws of the United States and the antitrust laws of the State of Minnesota, and/or the antitrust laws of any Member State unless otherwise assigned directly to that State by Wholesaler (‘Antitrust Claim”). Page I 9 MMCAP Infuse Contract #MMSI 900113 23. Data disclosure Under Minn. Stat. § 270C.65, subd. 3 and other applicable law, the WHOLESALER consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state agencies, and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the WHOLESALER to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities. 24. Payment to subcontractors To the extent applicable, pursuant to Minn. Stat. § 16A.1245, the prime WHOLESALER must pay all subcontractors, less any retainage, within 10 calendar days of the prime WHOLESALER’s receipt of payment from the State for undisputed services provided by the subcontractor(s) and must pay interest at the rate of one and one-half percent (1.5%) per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on time to the subcontractor(s). 25. Cancellation or Termination 25.1 Cancellation without cause. MMCAP Infuse or the WHOLESALER may cancel this Contract any time, without cause, upon ninety (90) days’ written notice to the WHOLESALER. In the event of such a cancellation, the WHOLESALER will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. 25.2 Termination for cause. Either party may terminate this Contract at any time, for cause, upon no less than sixty (60) days’ written notice to the other party. Upon notice of termination, the noticed party shall have sixty (60) days to cure any defects. 25.3 Termination for insufficient funding. MMCAP Infuse may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the WHOLESALER. MMCAP Infuse is not obligated to pay for any services that are provided after notice and effective date of termination. However, the WHOLESALER will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any costs, fees, or other charges if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. MMCAP Infuse must provide the WHOLESALER notice of the lack of funding within a reasonable time of MMCAP Infuse receiving that notice. 26. Non-discrimination (In accordance with Minn. Stat. § 181.59) The WHOLESALER will comply with the provisions of Minn. Stat. § 181.59 which require: Every contract for or on behalf of the state of Minnesota, or any county, city, town, township, school, school district, or any other district in the state, for materials, supplies, or construction shall contain provisions by which the WHOLESALER agrees: (1) that, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material supplier, or WHOLESALER, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; (2) that no contractor, material supplier, or WHOLESALER, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent, the person or persons from the performance of work under any contract on account of race, creed, or color; (3) that a violation of this section is a misdemeanor; and (4) that this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 27. Affirmative action requirements for contracts in excess of $100,000 and if the WHOLESALER has more than forty (40) full-time employees in Minnesota or its principal place of business The State intends to carry out its responsibility for requiring affirmative action by its contractors. 27.1 Covered contracts and contractors. If the Contract exceeds $100,000 and the WHOLESALER employed more than forty (40) full-time employees on a single working day during the previous twelve (12) months in Minnesota or in the state where it has its principal place of business, then the WHOLESALER must comply with the Page 10 MMCAP Infuse Contract #MMSI 900113 requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600. A contractor covered by Minn. Stat. § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements. 27.2 Minn. Stat. § 363A.36. Minn. Stat. § 363A.36 requires the Wholesaler to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights (‘Commissioner”) as indicated by a certificate of compliance. The law addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. 27.3 Minn. R. 5000.3400-5000.3600. (a) General. Minn. R. 5000.3400-5000.3600 implements Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, Minn. R. 5000.3420-5000.3500 and 5000.3552-5000.3559. (b) Disabled Workers. The Contractor must comply with the following affirmative action requirements for disabled workers. (1) The WHOLESALER must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The WHOLESALER agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (2) The WHOLESALER agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (3) In the event of the WHOLESALER’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36, and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (4) The WHOLESALER agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Commissioner. Such notices must state the WHOLESALER’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (5) The WHOLESALER must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the WHOLESALER is bound by the terms of Minn. Stat. § 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. (c) Consequences. The consequences for the WHOLESALER’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this Contract by the Commissioner or the State. (d) Certification. The WHOLESALER hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. 28. E-Verify certification (In accordance with Minn. Stat. § 16C.075) For services valued in excess of $50,000, WHOLESALER certifies that as of the date of services performed on behalf of the State, WHOLESALER and all its subcontractors will have implemented or be in the process of implementing the federal E-Verify Program for all newly hired employees in the United States who will perform work on behalf of the State. WHOLESALER is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verffy Subcontractor Certification Form available at http:Ilwww. mmd .admin.state. mn. us/doc/EverifySubCertForm .doc. All subcontractor certifications must be kept on file with WHOLESALER and made available to the State upon request. 29. Certification of Nondiscrimination (In accordance with Minn. Stat. § 16C.053 The following term applies to any contract for which the value, including all extensions, is $50,000 or more: WHOLESALER certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the WHOLESALER’s business. For purposes of this section, “discrimination” includes but is not limited to engaging in Page III MMCAP Infuse Contract #MMSI 900113 refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason. 30. GPO Representation. MMCAP Infuse represents and warrants that it is a ‘group purchasing organization” as that term is defined under 42 C.F.R. Section 1001.952(j) and that it shall comply with all applicable federal and state laws, rules and regulations, including, but not limited to, the provisions set forth in 42 U.S.C. Section 1320a-7b and the “safe harbor regulations” set forth in 42 C.F.R. Section 1001.952. 31. Contingency Fees Prohibited. Pursuant to Minnesota Statutes § 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action. 32. Risk of Loss, Damage, and Shipping Terms. Shipments under this Contract shall be FOB Destination, freight prepaid and allowed, to the MMCAP Infuse Member’s receiving dock or pharmacy, unless otherwise agreed to by the parties in writing. Title to and risk of loss of the products transfers to the MMCAP Infuse Member upon delivery to the MMCAP Infuse Member, as set forth above. 33. Force Majeure. Neither party hereto will be considered in default in the performance of its obligations hereunder to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot or other catastrophes beyond the reasonable control of the party. Force majeure will not apply to the extent that the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party claiming excuse of performance under this provision must provide the other party prompt written notice of the failure to perform, take commercially reasonable efforts to mitigate the damages caused to all parties, and take all necessary steps to bring about performance as soon as practicable. 34. Default. 34. 1 General. An MMCAP Infuse Member’s purchase order constitutes a binding contract. All commodities furnished will be subject to inspection and acceptance by the ordering entity after delivery. In the event of default, MMCAP Infuse and the MMCAP Infuse Member reserve the right to pursue any other remedy available by law. WHOLESALER may be removed from the WHOLESALER’s list, suspended or debarred from receiving a contract for failure to comply with terms and conditions of the Contract. 34.2 Failure to Perform. Upon failure to perform the following services in the time and manner as set forth herein, the following fees shall be paid by WHOLESALER: 34.2.1 Bid Roll. Upon manufacturer bid roll, all contracted products shall be loaded, stocked, and viewable by all MMCAP Infuse Members, or WHOLESALER shall pay the following fee to MMCAP Infuse: $2,500/day, not to exceed $75,000 per bid roll cycle, until resolved. 34.2.2 Reports. In the event that any report and/or data provided by the WHOLESALER, pursuant to the terms of this agreement, is not received according to schedule, contains incorrect data, incomplete data, or no data, and is more than a minor defect or causes harm to MMCAP Infuse’s ability to conduct business or its governmental purpose, WHOLESALER will be allowed a three (3) day cure period or WHOLESALER shall pay the following fee to MMCAP Infuse: $2,500/day, not to exceed $75,000 per event, until resolved. 34.2.3 Inventory Management and Management of MMCAP Infuse Contract Products. If a contracted NDC (National Drug Code) product is not loaded, stocked, and viewable by all MMCAP Infuse Members, as required pursuant to this agreement and within the timelines set forth herein, WHOLESALER shall credit to the MMCAP Infuse Member submitting the request an amount equal to two and one-half percent (2.5%) of previous month’s GCN (generic code number) volume class for that Member. WHOLESALER shall credit to the Member within thirty (30) calendar days of the MMCAP Infuse Member’s original request to stock the product. 34.24 Delivery Delays. Deliveries shall be made by the WHOLESALER in accordance with the time schedules specified in Attachment A. WHOLESALER shall credit to the Member a fee of sixty dollars ($60.00) per order not delivered within sixty (60) minutes of the delivery time scheduled, and for each day the delivery is not received, payable as a credit to the Member within fourteen (14) calendar days of WHOLESALER’S disposition of the reported delay. WHOLESALER shall not be responsible for paying the aforementioned fee for delays outside of its control. MMCAP Infuse Members must report each delivery delay to WHOLESALER within twenty-four (24) hours, giving the WHOLESALER opportunity to research the source of delay and applicability of the fee. Page 112 MMCAP Infuse Contract #MMSI 900113 34.2.5 Invoices. Where WHOLESALER submits a current and/or subsequent invoice for any fees not related directly to Product cost or not specified in Attachment B, WHOLESALER shall reference the original invoice number or purchase order number. Should the WHOLESALER inappropriately charge a fee not related directly to Product cost or a fee not specified in Attachment B, Wholesaler shall credit the inappropriately charged amount back to the MMCAP Infuse Member. There is no annual limitation attached to the recovery of fees inappropriately charged that are not related directly to Product cost or not specified in Attachment B, Wholesaler will provide a monthly report to MMCAP Infuse of any miscellaneous fees charged to MMCAP Infuse Members which are not related directly to Product cost or not specified in Attachment B. 34.2.6 Application of Fees. The application of fees herein shall not excuse WHOLESALER’s performance obligations as set forth in this agreement, nor shall it waive any rights of MMCAP Infuse or MMCAP Infuse Members to seek any and all available legal and equitable remedies. Acknowledgement. WHOLESALER acknowledges that the fees set forth above are not penalties, but rather seek to make MMCAP Infuse and MMCAP Infuse Members whole for any failure of performance by the WHOLESALER, as based upon good faith estimates as agreed to by the parties. 35. Severability. If any provision of the Contract, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both MMCAP Infuse and the WHOLESALER will be relieved of all obligations arising under such provisions. If the remainder of the Contract is capable of performance, it will not be affected by such declaration or finding, and will be fully performed. 36. Dispute Resolution. WHOLESALER and MMCAP Infuse Members will handle dispute resolution for unresolved issues using the following procedure. Notification. Parties shall promptly notify each other of any known dispute, acknowledging such dispute within five (5) business days, and work in good faith to resolve such dispute within thirty (30) calendar days. Documentation. Both the MMCAP Infuse Member and the WHOLESALER will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. The briefing document must be sent by the WHOLESALER to MMCAP Infuse, the MMCAP Infuse Member, and the WHOLESALER’s MMCAP Infuse Primary Account Representative. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either the MMCAP Infuse Member or WHOLESALER may escalate the resolution of the issue to a higher level of management. Where escalation of the issue proves ineffective, either party may contact MMCAP Infuse and/or the WHOLESALER’s MMCAP Infuse Representative for further resolution. When escalated to MMCAP Infuse, a teleconference will be scheduled with MMCAP Infuse and the WHOLESALER’s MMCAP Infuse Primary Account Representative to review the briefing document and develop a proposed resolution and plan of action. The plan and timeline must be agreed to by all parties — MMCAP Infuse, the MMCAP Infuse Member, and WHOLESALER. Performance while Dispute is Pending. Notwithstanding the existence of a dispute the WHOLESALER must continue without delay to carry out all of their responsibilities under the Contract that are not affected by the dispute. If the WHOLESALER fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by MMCAP Infuse and/or MMCAP Infuse Members as a result of such failure to proceed shall be borne by the WHOLESALER. Member Rights. In the event an MMCAP Infuse Member cannot resolve a dispute with the WHOLESALER as a result of a material breach by WHOLESALER, and the MMCAP Infuse Member has worked in good faith with MMCAP Infuse to resolve the dispute and cure the breach, the MMCAP Infuse Member(s) may change its prime Wholesaler even if the rest of the MMCAP Infuse Member state does not wish to change its wholesaler. No Waiver. This clause shall in no way limit or waive either party’s right to seek available legal or equitable remedies. 37. Required Licenses, Permits, and Registration. WHOLESALER shall have in place prior to the start of the Contract, and must maintain for the life of the Contract, all current licenses, permits and registrations required by state and federal agencies. WHOLESALER must make such documentation available upon request by MMCAP Infuse. 38. DEA License!HIN. WHOLESALER shall not require an MMCAP Infuse Member to have a DEA number in order to obtain products unless making orders for controlled substances. MMCAP Infuse Member facilities will have HIN numbers assigned by MMCAP Infuse. Page 113 MMCAP Infuse Contract #MMSI900II3 39. Personnel Changes. WHOLESALER shall notify MMCAP Infuse of changes in the Wholesaler’s key personnel, in advance and in writing. Any employee of Wholesaler, who, in the opinion of MMCAP Infuse, is unacceptable, will be removed from the project upon written notice to the Wholesaler. In the event that an employee is removed pursuant to a written request from MMCAP Infuse’s authorized representative, the Wholesaler will have ten (10) business days in which to fill the role with an acceptable employee. [End of Contract, Signature Page Follows] Page 114 MMCAP Infuse Contract #MMS1 900113 VENDOR: Cardinal Health 110, LLC and Cardinal STATE OF MINNESOTA FOR Health 112, LLC MMCAP INFUSE The Vcndor certificd that the appropriateperson(s) havc evecuted this Contract on behalf In uccordonce with Mina. Stat. l6C3. subd. 3 of the Vendor so required nd by applicable artictev. bylaws, resolutions, or ordinances. Name: _______ Name: Signature: — \... Sig Title: _SVP, National Markets : Date: July 11,2019 COMMISSIONER OF ADMINISTRATION In accotdsnc with Mitts. Stat. 16C.O5, aubd. 2 Name: C c,rt Signatur Date: _____ [Signature Page] Page 15 Attachment A Scope of Work — Cardinal MMCAP Infuse Contract Number MS1 900113 Attachment A — Scope of Work 3 4.1 Definitions 3 4.2 Service Area 5 4.3 Customer Service 5 A. Customer Service to MMCAP Infuse 5 B. Customer Service to MMCAP Infuse Participating Facilities 7 4.4 Contract Transition and Implementation 9 4.5 Inventory Management 11 A. MMCAP Infuse-Contracted Manufacturers 11 B. Bid-Roll 11 C. MMCAP Infuse Contract Products 11 0. Public Interest Programs 13 E. Special Orders 13 F. Wholesaler Created Stock Outages 13 G. Manufacturer Backorders 17 H. Service Levels 18 I. Shift Demands 19 4.6 Management of MM CAP Infuse Contract Products 19 A. Price Loading and Pricing Accuracy 19 B. Product Add itionslDeletions 20 C. Convenience and Individual Contracts 20 D. Product Expiration Dating 20 E. Service Organization Controls 21 4.7 Distribution Center Environmental Conditions 21 A. Compliance 21 B. Daily Environmental Conditions 21 4.8 Ordering Equipment 21 A. Ordering System 21 B. Software and Devices 22 C. Installation and Training 23 0. Inventory at an MMCAP Infuse Participating Facility 23 E. Ordering System(s) Back-up Service, Maintenance 24 F. Label and Marking 24 4.9 Order Placement 24 A. Wholesaler’s Ordering System(s) 24 B. Automatic Substitution 25 C. Confirmation PrintbacklOrder Confirmation 25 0. Controlled Substances Ordering System (CSOS) 25 E. Technical Support for Ordering 26 F. 340B Drug Pricing Program 26 4.10 Delivery 26 A. Routine Delivery 26 B. Drop Shipments 28 C. Delivery for Special Products 28 D. Delivery of Bulky Items 29 E. Emergency Order, Placement and Delivery 29 4.11 DSCSA (Pedigree) 29 4.12 Contract Compliance 30 A. On-Contract Purchasing 30 Cardinal ATTACHMENT A 1 Attachment A Scope of Work — Cardinal MMCAP Infuse Contract Number MS1 900113 B. Compliance Calculations 30 C. Reporting Tools 31 4.13 Invoicing 31 A. Order Invoice 31 B. Invoice Rounding 33 C. CreditsandRebills 33 0. Non-Contract Accounts 34 E. Price Audits and Corrections 34 F. Chargeback Denials 34 G. Invoice Disputes 35 H. 810 EDI Invoices and Auditing 35 I. Goods Returned to the Wholesaler 35 J. Recalls 35 4.14 Verification of Authorized Purchasers and Late Payment 36 A. Verification of Authorized Purchasers 36 B. Late Payment 36 4.15 Administrative Fee 36 4.16 MMCAP Infuse Service Contracts 37 A. Contract Price Auditing 37 B. Reverse Distribution Processor 37 C. Repackaging Services 37 D. Influenza VaccinelMedical Supplies 38 4.17 Other Value-Added Services 38 A. Wholesaler’s Generic Drug Program 38 B. MMCAP Infuse Participating Facility Negotiated Contracts 40 C. Pharmacy Interfaces 40 D. Business Development 40 E. SupplementallAdditional Services 40 4.18 Business Interruption Plan 40 4.19 Shareback Credits 41 4.20 Mandatory Reports 41 1. Reports provided to MMCAP lnfuse 42 A. Sales Data Report 42 B. Monthly Payment Report 45 C. KillIFill Report 47 D. ContractChange Report 48 E. Contract File Audit Report 48 F. Off-Contract with Alternative On-Contract Report 49 G. Raw and Adjusted Fill Rate Report 50 H. Wholesaler Participating Facility Listing 50 I. Manufacturer Backorders 51 J. Discontinued Product Report 51 K. Service Level Report 52 L. Service Fee Discount Report 52 M. MMCAP Infuse Participating Facility Credit Report 53 N. Miscellaneous Fees Charged to MMCAP Infuse Participating Facilities 53 2. MMCAP Infuse Member Reporting 53 Cardinal ATTACHMENT A 2 Attachment A Scope of Work — Cardinal MMCAP Infuse Contract Number MS1 900113 Attachment A — Scope of Work 4.1 Definitions Throughout this Contract, the following terms are used as defined. 3T Data — Data elements required by the Drug Supply Chain Security Act: Transactional History, Transactional Information, and Transactional Statement. 340B Drug Pricing Program (3408) - The 340B Drug Pricing Program resulted from enactment of Public Law 102-585, the Veterans Health Care Act of 1992, which is codified as Section 340B of the Public Health Service Act. Section 340B limits the cost of covered outpatient drugs to certain federal grantees, federally- qualified health center look-alikes and qualified disproportionate share hospitals (DSH). Several MMCAP Infuse Participating Facilities are eligible and participate in the 340B Drug Pricing Program. Authorized Trading Partner — as defined in the Drug Supply Chain Security Act, and regulated by the Food and Drug Administration (FDA), compliance requires that transactions only be conducted between Authorized Trading Partner. Adequate Supply- A supply of Products made available to the MMCAP Infuse Participating Facilities that allow conformity with the parameters of the fill rate and historical purchase patterns. Bulky Products - The MMCAP Infuse Office’s definition of Bulky Products include food and food products, home healthcare products (durable medical equipment, such as walking aids, bathroom safety products, wheelchairs and accessories, scooters and lift chairs, etc.), non-contract nutritionals, school and office supplies, non-contract large volume parenterals, and non-contract IV Fluids. CIN — Corporate Item Number Closed Distribution Products (CDP) - Closed Distribution is either required by the manufacturer or by the FDA. Reasons for the Closed Distribution of a product include patient safety, product stability, or the product is new to the market. Most orders for Closed Distribution Products are passed through the Wholesaler for delivery directly by the product supplier. Confirmation Printback/Order Confirmation - An electronic confirmation report generated from the Wholesaler’s ordering system Order Express and sent electronically back to the ordering facility indicating that the requested Products are available, on Manufacturer Backorder, out of stock, or deleted, etc. Also referred to as the Confirmation Printback Report. Controlled Substance Ordering System (CSOS) - Allows for secure electronic transmission of Schedule I-V controlled substance orders without the supporting paper DEA Form 222. Drop Shipment(s) - Products ordered by the MMCAP Infuse Participating Facilities through the Wholesaler and shipped directly to the MMCAP Infuse Participating Facilities from the manufacturer/product supplier. The manufacturer/product supplier notifies and bills the Wholesaler, who then invoices and receives payment from the MMCAP Infuse Participating Facility. DSCSA — Drug Supply Chain Security Act EDI - Electronic Data Interchange - Inter-process (computer to computer application) communication of business information in a standardized electronic form. Manufacturer Backorder(s) (MBO) - An order placed by the Wholesaler to a manufacturer or supplier which is not shipped to the Wholesaler due to industry wide shortages or other supply issues as set forth in Section 4.5 (E.) of Attachment A. MMCAP Infuse Contract Product(s) - Any Product that appears on an MMCAP Infuse contract. Cardinal ATTACHMENT A 3 Attachment A Scope of Work — Cardinal MMCAP Infuse Contract Number MS1900113 MMCAP infuse Contract File Updates — electronic files sent by the MMCAP Infuse Office to the Wholesaler which provide batched MMCAP Infuse Contract Product and MMCAP Infuse contract pricing information. The MMCAP Infuse Contract File Updates are usually sent to the Wholesaler on a weekly basis. The first file (titled “Update [sequential number]”) details the MMCAP Infuse contract changes that have occurred since the last weekly communication from the MMCAP Infuse Office. The second file (titled “[sequential number] Contract [8-digit date]”) is a listing of the entire MMCAP Infuse contract as of the date provided in the title. The third file (titled “[sequential number] Pending [8-digit date]”) is a listing of the MMCAP Infuse Contract Products with future effective dates. MMCAP Infuse Member(s) — Any of the MMCAP Infuse member states and any other members added or deleted during the life of the Contract and any extensions. MMCAP Infuse Members shall be considered third-party beneficiaries of this Contract. MMCAP infuse Participating Facility - Any facility listed by the MMCAP Infuse Office as an active participant of MMCAP Infuse program. A current listing of MMCAP Infuse Facilities is made available to all MMCAP Infuse vendors monthly. MMCAP Infuse Participating Facilities shall be considered intended third-party beneficiaries of this Contract. Both MMCAP Infuse Member(s) and MMCAP Infuse Participating Facility may be referenced as “MMCAP Infuse Member(s)”, when applicable throughout the Scope of Work. MMCAP infuse Office — The administrative staff of the MMCAP Infuse Program responsible for initiating and administering all MMCAP Infuse contracts. The MMCAP Infuse Office may be referred to synonymously as MMCAP Infuse. Located at: MMCAP Infuse Minnesota Department of Administration Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 MMCAP Infuse State Contacts — purchasing and pharmacy professionals are designated by MMCAP Infuse Member States to serve as liaisons between the MMCAP Infuse Office and the MMCAP Infuse Participating Facilities in each State. A list of MMCAP Infuse State Contacts is available at: http://www.mmd .admin.state.mn. us/mmcap/background_current_states.htm. National Drug Code (NDC) — a unique 11-digit number which is a universal product identifier for human drugs. The NDC identifies the labeler code, product code (strength, dosage form, and formulation), and package code (package size and type). All NDCs reported to the MMCAP Infuse Office must be in the 5-4-2 configuration. Next Day Delive,y - Orders placed Sunday through Thursday by MMCAP Infuse Participating Facilities by the designated time as proposed by the Wholesaler which will be delivered the next business day. Orders placed on Friday or Saturday must be delivered on the following Monday. Next Scheduled Delivery Day - is the day agreed upon by the Wholesaler and the MMCAP Infuse Participating Facility for delivery of Products. For some MMCAP Infuse Participating Facilities, the Next Scheduled Delivery Day may not necessarily denote that the delivery will be made within 24 hours. Non-Contract Product - Any product that does not appear on an MMCAP Infuse contract, 340B Drug Pricing Program contract, Wholesaler’s Generic Drug Program, and/or MMCAP Infuse Participating Facility’s individually negotiated contracts. Pedigree - A record containing information regarding each transaction resulting in a change of ownership of a given medication, from sale by a manufacturer, through acquisition and sale by one or more wholesalers, manufacturers, or pharmacies, until final sale to a pharmacy or other person furnishing, administering, or dispensing the medication. Pedigree is provided through DSCSA 3T Data. Cardinal ATTACHMENT A 4 Attachment A Scope of Work — Cardinal MMCAP Infuse Contract Number MS1 900113 Product(s) - Synonymously used to denote the merchandise requested by the MMCAP Infuse Participating Facilities to be delivered through the Wholesaler. Stock Outage(s) - An occurrence wherein the Wholesaler cannot make available an Adequate Supply of the MMCAP Infuse Participating Facility’s requested Products. As opposed to a MBO situation, the Wholesaler will be held responsible for Stock Outages. Wholesaler - Also referred to as Vendor, Pharmaceutical Prime Vendor, or Prime Vendor, is a business that functions as a purchaser’s source of distribution for a wide array of pharmaceutical and related Products as identified by the MMCAP Infuse Participating Facility. A Wholesaler is responsible for maintaining and distributing an Adequate Supply of pharmaceuticals and related Products and any other items contracted for that are dispensed through the MMCAP Infuse Participating Facilities’ pharmacy service. 4.2 Service Area As of the Contract effective date, Wholesaler will provide the full range of contracted services under this Contract to all requesting MMCAP Infuse Participating Facilities and/or MMCAP Infuse Members. Unless approved by MMCAP Infuse in writing, Wholesaler must provide services to all MMCAP Infuse Participating Facilities within a state (not partial service coverage), subject to the requirements of Section 4.4. The MMCAP Infuse Office (represented by the term MMCAP Infuse) reserves the right to add or delete MMCAP Infuse Members at any time during the Contract term. Wholesaler will provide service to the MMCAP Infuse Members specified in an amendment. 4.3 Customer Service A. Customer Service to MMCAP Infuse The Wholesaler will designate an Account Management Team for MMCAP Infuse. The assigned Account Management Team will have the depth of experience needed to serve in a solution- oriented role. The principal resources identified by the Wholesaler are confirmed as to having the authority to make decisions on behalf of the Wholesaler and to be empowered to provide accountability. The Account Management Team will be staffed with qualified resources along with additional resources to provide sufficient back-up support in the event that the principal resources become unavailable. 1. The Wholesaler’s designated Primary Account Representatives for MMCAP Infuse will be Wendy Sease, Director State Government, wendy.sease(äcardinalhealth .com ,651 -247-0695, Clay Miller, Manager State Government, cIay.miIler(cardinaIheaIth.com , 614- 757-6763, and Alex Fox, Manager State Government Compliance, aIex.fox(cardinaIheaIth.com 6 14-757- 9449. 2. Additional functional contacts are: a. Contract issues/discrepancies (product stocking, product loading, pricing): Tiffany Kuhel, Consultant tiffany.kuheI(cardinaIhealth.com , 614-757-7528. b. Class of trade issues (contract eligibility, denials, etc.): Tiffany Kuhel, Consultant tiffany. kuhel(cardinalheaIth.com , 614-757-7528. c. Issues concerning MMCAP Infuse’s invoice auditing service: Tiffany Kuhel, Consultant tiffany.kuhekcardinalhealth.com , 614-757-7528. d. Wholesaler distribution service fees: Alex Fox, Manager State Government Compliance, aIex.foxcardinalheaIth.com , 614- 757-9449. e. Data/reporting issues: Alex Fox, Manager State Government Compliance, alex.fox(cardinalheaIth.com , 614- 757-9449. f. Shareback fee process: Jason Gawlik, Consultant Account Management, Jason.qawIikccardinalhealth.com , 614-757-7468 g. Electronic invoice auditing dispute resolution: Tiffany Kuhel, Consultant tiffany.kuheI(cardinalheaIth.com , 614-757-7528. h. Service fee /cost of goods discounts: Cardinal ATTACHMENT A 5 Attachment A Scope of Work — Cardinal MMCAP Infuse Contract Number MS1 900113 Regional Leaders and Senior Specialists will be responsible for any service fee discount inquiries specific to their assigned member states. Any escalated inquiries surrounding service fee/cost of goods discounts should be directed to Clay Miller, clay.miller(cardinalhealth.com, 614- 757-6763. i. DSCSA: Alex Fox, Manager State Government Compliance, alex.fox(cardinalhealth.com, 614- 757-9449 j. Accounts receivable: Michelle Janlin, Collections Manager, michelle.janlinccardinalhealth.com , 614-822-4135 k. Accounts Payable: Alex Fox, Manager State Government Compliance, alex.fox(cardinalhealth.com , 614- 757-9449 3. In the event the MMCAP Infuse determines the Primary Account Representative is non responsive, MMCAP Infuse will escalate to Brad Cochran, Senior VP National Markets Pharmaceutical Division, Brad.Cochran@cardinalhealth.com, 614-553-3635, to take appropriate corrective action for problem resolution. 4. The Wholesaler must provide advanced written notification to MMCAP Infuse of changes in the Wholesaler’s key administrative personnel. Any employee of Wholesaler, who, in the sole opinion of MMCAP Infuse, is unacceptable, will be removed from the project upon written notice to the Wholesaler, provided such removal is for lawful reasons. In the event that an employee is removed pursuant to a written request from MMCAP Infuse’s authorized representative, the Wholesaler will have ten (10) business days in which to fill the vacancy with an acceptable employee. There will be no charge to MMCAP Infuse or the MMCAP Infuse Members for replacement personnel assigned and Wholesaler agrees that each such replacement has acquired the necessary orientation and background to make a productive contribution. 5. Business Review a. Wholesaler will hold monthly business reviews at MMCAP Infuse’s office with the Wholesale’s Primary Account Representative(s), as deemed necessary by MMCAP Infuse’s Pharmacy Distribution Services Coordinator. b. Wholesaler will hold quarterly business reviews at MMCAP Infuse’s office with the Wholesaler’s Primary Account Representative(s) and others from the Wholesaler’s Corporate Office to address, at a minimum, the following: • Sales Data • Contract Financials (discounts, fees, cost of goods, etc.) • Contract Compliance/Category Breakdown • Inflationary/Budget Related Data • Managed Care News/Updates • Service Levels by distribution center, by MMCAP Infuse Members (state and facility), and for MMCAP Infuse as a group • Contract Activity • Success Stories and Opportunities Ongoing. • DSCSA Updates • Any federal and/or state legislation affecting MMCAP Infuse Members and/or the pharmaceutical industry • Proactive Product Information • Pharmaceutical distribution impacts and trends; pharmaceutical industry updates • Contract Activity Reporting • Compliance Activity Reporting • Purchase Activity Reporting • EDI Setup Audits • Customer Satisfaction • Relevant current and planned initiatives, both of MMCAP Infuse and the Wholesaler, and any associated action plans Cardinal ATTACHMENT A 6 Attachment A Scope of Work — Cardinal MMCAP Infuse Contract Number M519001 13 Wholesaler Performance 6. Wholesaler and MMCAP Infuse agree to conduct a complete contract review no later than January 31, 2020 to determine areas of non-compliance from both parties. This review will be done annually, with the due date tied to the anniversary date of the effective date of the Contract. B. Customer Service to MMCAP Infuse Participating Facilities 1. Customer Service Department Wholesaler will provide the MMCAP Infuse Participating Facilities access to the Wholesaler’s customer service department, which at a minimum, consists of the following: 1. Customer support centralized in two national call centers located in Radcliff, Kentucky and Little Rock, Arkansas. 2. Wholesaler’s overseas call center may be used only for business continuity situations, unless approved in writing by MMCAP Infuse. Wholesaler will provide prompt notice of any overseas call center use and will provide a monthly report to MMCAP Infuse detailing the number of calls going to the overseas call center. 3. Access to customer service representatives with principal responsibilities in the areas of order entry, Drop Shipment ordering, stocking issues, and general customer service requests. 4. Customer service hours of operation are 7:30 a.m. — 9:00 p.m. (Eastern Standard Time) Monday through Friday (excluding the following national holidays: Christmas, New Years Day, Thanksgiving Day, Memorial Day, the Fourth of July, and Labor Day). 5. Wholesaler’s customer service can be reached toll free at 866-641-1199, by fax at 866-551-0530, or by e-mail at GMB-P SPL V GOV(cardinalhealth.com. Faxed orders should include Member account number, CIN and/or NDC, quantity, and PC is applicable. 6. Wholesaler’s technical support is available from 7:00 AM — 8:00 PM EST, Monday through Friday, by calling 1-833-518-4555. Wholesaler’s technical staff on site will check voicemail every hour and will respond in the order the voicemail is received. From 8:00 PM until 7:00 AM EST and on weekends, the line will transfer to an off-shore Wholesaler staff member. 7. Emergency Call Procedures are for life critical emergency situations only that require product before the Next Scheduled Delivery Day: Emergency Call Procedure for the Fastest Response a. During normal business hours (Monday-Friday 7:30 am to 9:00 pm Eastern Standard Time), call customer service at 866-641-1199. b. Outside normal business hours, please call 877-772-0346. An answering service representative will take the message and a Cardinal Health employee will promptly return the call. MMCAP Infuse Participating Facilities will need to provide their servicing distribution center name, account name and number, a contact name, and a call back phone number available. 2. MMCAP Infuse Members’ Customer Account Representatives 1. MMCAP Infuse State Contacts. Each MMCAP Infuse State Contact will have a designated account management Regional Leader appointed by the Wholesaler’s Primary Account Manager to meet with both MMCAP Infuse Field Services representative, Senior Account Executive, where regionally available, and MMCAP Infuse State Contact and other state representatives on a quarterly basis to discuss, at a minimum, the following: a. Customer satisfaction b. Wholesaler performance — Service Levels c. Purchases d. State account performance (COGs, payment terms, etc.) e. Reports (e.g., contract compliance, contract opportunities) f. Opportunities for Improvement g. Projects and Initiatives h. Other 2. MMCAP Infuse Participating Facilities. Wholesaler will provide an account management Regional Leader for each MMCAP Infuse Participating Facility with average volume of $25,000 per month or more. This Regional Leader will serve as a liaison between the MMCAP Infuse Participating Facility and Wholesaler, managing the working and strategic relationship to ensure quality of service Cardinal ATTACHMENT A 7 Attachment A Scope of Work — Cardinal MMCAP Infuse Contract Number MS1 900113 delivery and customer satisfaction. In managing the relationship, the assigned Regional Leader will utilize various relationship management contact options, including the MMCAP Infuse Field Services representatives, Senior Account Executives, whenever possible, dependent upon the needs of the MMCAP Infuse Participating Facilities. Dedicated Senior Specialists are assigned to support the Regional Leaders and will also have individual account management responsibilities for those MMCAP Infuse Participating Facilities with an average volume of less than $25,000 per month. The Regional Leaders will make routine on-site visits to discuss performance issues and solve problems according to the following schedule: Average Monthly Frequency of Contact with MMCAP Infuse Type of Contact Purchasing Participating Facility Volume Dialogue with MMCAP Infuse Participating Telephone Call 0 5 000 Facility once every six (6) calendar months ‘‘ - , unless otherwise requested by the MMCAP Infuse Participating Facility. Dialogue with MMCAP Infuse Participating Telephone Call $5 001 - $10 000 Facility once every three (3) calendar months ‘ ‘ unless otherwise requested