HomeMy WebLinkAboutWinRx, LLC-Consulting Services Agreement-03.09.2009 CONSULTING/CONTRACT/PBDSCONTRACT/Professional Services Agreement City of Watery -Ito ' aDd 9-joy
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made this e day of rhot re,A , 20 , between Win-
Rx, LLC ("Win-Rx") located at 7710 S. 171st Street, Omaha, Nebraska 68136, and
City of Waterloo IA pharmacy benefit plan("the Plan"), located at Waterloo, IA.
WHEREAS, Win-Rx is now and has been in the past engaged in business as a
pharmacy benefit software developer and specialist that provides consulting services to
benefit plans, including but not limited to, providing advice on pharmacy benefit design,
PBM selection and software analysis of pharmacy benefit plans' current contracted
prescription benefit manager;
WHEREAS, Win-Rx will assign and supply the services of Robert I. Garis, Pharmacist,
MBA, Ph.D. ("Consultant"), and Pharmacy Benefit Diagnostic Suite (PBDS) a Win-
Rx, proprietary PBM auditing software to perform required consulting services;
WHEREAS, Win-Rx warrants that its Consultants possess the necessary skill and
knowledge to perform the services described in paragraphs 1. and 2. below;
WHEREAS, The Plan desires to engage Win-Rx to render consulting services
described in paragraph 1. below;
NOW THEREFORE, in consideration of the mutual promises of the parties contained
herein, the parties agree as follows:
1. Develop an RFP and evaluate PBMs suitable for the Plan.
2. Win-Rx, though its Consultants and software program, shall complete claims
analyses for the Plan which shall include investigation of"spread" pricing that results in
excess amounts charged to the Plan . For example if the PBM pays the pharmacy
$4.00 and charges the plan $10.00 for the same prescription, this represents a $6.00
spread to the PBM which comes at the expense of the Plan;
For a period of one year from the execution of this contract the Consultant will:
a. Provide four (4) software analyses of the claims data for the Plan that
includes examples of spread pricing (e.g. excess margins charged to the
Plan);
b. Provide consults with the Plan as needed to provide members of the Plan
management team tools to continuously optimize the value of the
Page: 1 of 4
CONSULTING/CONTRACT/PBDS_CONTRACT/Professional Services Agreement City of Waterloo
pharmacy offering. An example of such initiatives include plan design
initiatives such as tablet-splitting and substitution in high cost drug
classes such PPIs (i.e., Nexium-type drugs) ;
c. Consultant will be available to the Plan by phone and/or email as needed
for day to day questions concerning the Plan pharmacy benefit and related
issues pertaining to the Plan's PBM;
d. The consultant will provide the above services including RFP and PBM
recommendations, software analyses and subsequent consulting as
described above in 1.and 2.a.-c. above for a sum of $6,500 for 4 audits
over the course of one year of the consulting contact that includes the
software license;
e. Consultant will, if needed, make one full day visit to the offices of the
Plan. This visit may include, but is not limited to, communication with the
Board of Directors, educational presentation to the Plan's directors and
other duties associated with the Plan's pharmacy benefit program. The
hours worked by the Consultant will NOT be billable and considered part
of the service provided by Win-Rx,LLC and Pharmacy Benefit Diagnosis
Suite Software. The Plan will provide reimbursement of all reasonable
expenses that include: coach airfare or driving expenses, hotel, meals,
incidentals, home airport parking and ground transportation.
Reimbursement will be due upon receipt by the Plan.
f. Represent the plan's interests to the PBM in the form of phone calls and
letters/emails.
g. The Plan may require additional assistance during the life of this contract.
Special projects as requested by the Plan outside the specifications of this
agreement will be billed at $200.00/hour. No project will be undertaken
without the agreement of Win-Rx and the Plan. Reasonable expenses
incurred (e.g., travel, lodging and meals) are to be reimbursed to Win-Rx
by the plan for agreed upon special projects agreed.
2. Consultants further warrant that they have no familial relationship to any officer,
Trustee or employee of the Plan .
Page:2 of 4
CONSULTING/CONTRACT/PBDS_CONTRACT/Professional Services Agreement City of Waterloo
3. CONTRACT TERM. Consultant, will supply consulting services to the Plan upon the
execution of this Agreement by all the parties. This Agreement shall commence upon
execution by all the parties and shall terminate one year after execution
4. CONTRACT CONSIDERATION. This Agreement will provide three software
analyses of the Plan's data and,if requested, a full day by the Consultants at the Plan
offices. As specified in paragraph e. above.
5. PAYMENT. The Plan will pay a sum of$3,250 to Win-Rx at the beginning of the
contract and $3,250 at the successful completion one year that includes the RFP, PBM
selection and software audits within one year from the execution date of this contract.
Payment of the final installment shall be within 10 days of billing. Payment for
requested ad hoc projects will be billed at a rate of$200/hour payable 15 days from the
invoice date.
6. WIN-RX's AND CONSULTANTS' RESPONSIBILITIES. Win-Rx and its
Consultants agree to perform the services described herein in a professional manner and
to use best their efforts to meet the consulting services needs and requirements of the
Plan.
7. CONFIDENTIALITY. All data, methods, processes and information of any nature
that are made available by either party to the other, shall be held in strict confidence.
The Consultants may use data subsequent to the analyses in an aggregated and totally
de-identified state (e.g., no names, no patient ID numbers, no Plan locations and no
complete prescription numbers. If required by HIPAA, Win-Rx shall execute a "BA"
agreement with the Plan and shall further agree to be bound by all the legal
requirements of HIPAA.
8. HEADINGS. The headings or titles of the paragraphs of this Agreement are for
convenience only and not part of this Agreement and shall not be used as an aid in
construction of any provision thereof.
9. SEVERABILITY. Should any provision of this Agreement or part thereof be held
under any circumstances in any jurisdiction to be invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity or enforceability of any other
provision of this Agreement or other part of such provision.
10. ASSIGNMENT. Neither party to this Agreement shall assign or transfer the rights,
duties and obligations hereunder unless the other party hereto consents to such
assignment in writing prior to any such assignment.
Page: 3 of 4
CONSULTING/CONTRACT/PBDS_CONTRACT/Professional Services Agreement City of Waterloo
11. NOTICES. All notices and other communications hereunder must be in writing and
shall be deemed to have been duly given when personally delivered or when placed in
the United States mail, first class, postage prepaid, addressed to the party to whom such
notice is being given at the address set forth in this Agreement. A party may change the
address to which such notices shall be given by notifying the other party in accordance
with this Paragraph of such change of address.
12. ENTIRE AGREEMENT. This instrument contains the entire agreement between
the parties. It may not be altered or amended except in writing signed by the party
against whom such alteration is sought to be enforced.
13. MISCELLANEOUS. This Agreement shall inure to the benefit of the parties hereto
and their respective permitted successors and assigns. This Agreement shall not be
changed or modified orally but only by an instrument in writing signed by the parties,
which states that it is an amendment to this Agreement.
14. GOVERNING LAW AND CONSENT TO JURISDICTION. This Agreement shall
be governed and construed in accordance with the laws of Nebraska. The parties hereto
acknowledge that this agreement was negotiated in Nebraska and each agrees and
consents that should litigation be instituted, it shall be instituted in the Courts of
Nebraska and each consent to the jurisdiction of those courts.
IN WITNESS WHEREOF, the parties have signed this Agreement:
FOR: WIN-Rx O FOR: City of Waterloo, IA
By: By:
/Q oh Tim urley
Title: CEO Nib) -I, LL L Title: Mayor
Date: 3 f 1 7 2erd Date: 3 "9.0
Page:4 of 4
`,`1
4 -- . u