Loading...
HomeMy WebLinkAbout2004-11-16-6:00PM-RegularFILED 1004 NOV 12 P 4: 11 BRAZOS COUNTY,:. - CIIR c bill 'y EXAS BRYAN, TEXAS B J#TY NOTICE OF MEETING AND AGENDA BRAZOS COUNTY COMMISSIONERS COURT THE 1 1MISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR ON 16 NOVEMBER 2004 AT 6:00 P.M. IN ROOM 102 OF THE BRAZOS 3232 BRIARCREST DRIVE, BRYAN, TEXAS. ion and Pledge of Allegiance - Commissioner Cauley 2. C for citizen's input and/or concerns. Consider d take action on agenda items 3 -16: 3. Re est from Jail Administration for approval to reclassify Class 1511, Positions 71 thr gh 75 from Class 1511 (Detention Officer) to Class 1515 (Detention Officer - Bo i g), and fund the difference in annual salary with unexpended merit funds. 4. Budget Amendment 03/04-54.1 thru 03/04-54.4 5. Budget Amendment 04/05-7.1 thru 04/05-7.8 6. Pe*nnel Change of Status. 7. Pa+inent of Claims. 8. Apication for Payment #2 from McClure & Browne Engineering/Surveying Inc. for w 4 performed by Elliott Construction, Ltd. on the West 28a' Street Wastewater 9. Rewal of Prescription Service with Eckhard Service (EHS), effective 1/01/2005. 10. Re wal of the Dental Plan with Blue Cross Blue Shield of Texas (BCBSTX), effective 01/01/2005. VOL C_ PAGE 1= Commissioners Court Agenda 16 November 2004 Page 2 11. R olution #04-022 appointing Dana Zachry as Magistrate, Associate Judge and Juvenile R eree, effective 29 November 2004. 12. Itthe est by County Court at Law #2 for approval of out of state travel for Tommy Munoz vel to Las Vegas, Nevada to take a short court which completes his course of study National Center for State Courts. Dates of travel are 13-15 December 2004. 13. Rooewal of Bid 2004-044R, Rental of Equipment with Operator. 14. R uest from Purchasing for permission to advertise Bid #2005-005, Oversized L estone Aggregate 15. A and of Bid 2004-041, Road Signs and Sign Posts to the following, as recommended by Road & Bridge and Purchasing Departments based on best value: Primary Vendor: Rocal, Inc. Secondary Vendor: Hall Signs Third: Pathmark Traffic .--16. F' r. al Plat of Harlan Hills subdivision, 10.92 acre tract (lot 10 of "unrecorded" Moon S division), volume 4892, page 209. 17. ouncement of interest items and possible future agenda topics. 18. C 1 for citizen input and/or concerns. 19. Ancy / Board / Committee reports by Court members. 20. C vene into Executive Session pursuant to §551.076 of the Texas Government Code to d tconnel erate the deployment, or specific occasions for implementation, of security p or devices, in consultation with an attorney. 21. 22. 23. 24. The Brazos ount interpretive ice: and possible action on the Executive Session. e into Executive Session pursuant to §551.074 of the Texas Government Code to personnel in the Information Technology Department. and possible action on the Executive Session. Courthouse is wheelchair accessible. Handicap parking spaces are available. Any request for sign must be made two business days before the meeting. To make arrangements, call (979) 361-4102. VOL Co f PAGE )a COMMISSIONERS' COURT REGULAR MEETING NOVEMBER 16, 2004 A regular meeting of the Commissioners' Court of Brazos nty, Texas was held at the Brazos Center, in Bryan, Brazos nty, Texas, beginning at 6:00 p.m. on Tuesday, November 16, 4 with the following members of the Court present: Cd C 2 Randy Sims, County Judge, Presiding; Eric Caldwell, Commissioner of Precinct 1; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Carey Cauley, Jr., Commissioner of Precinct 4, Absent; Karen McQueen, County Clerk. The attached sheet contains the names of the citizens and officials that were in attendance. The County Judge gave the invocation and led the pledge ofl allegiance. There was no citizen input/and or concerns. The first matter for consideration was a request from the J 1 Administrator for approval to reclassify Class 1511, P itions 71 through 75 from Class 1511 (Detention Officer) to C ss 1515 (Detention Officer Booking), and fund the d :Terence in annual salary with unexpended merit funds. On m ion by the County Judge, seconded by Commissioner Peters, t Court voted unanimously to remove this from the agenda. The Court next considered Budget Amendment #03/04-54.1 L tp PAGE 1,11 C issioners Court meeting November 16, 2004 2 t ough 54.4, that would reallocate funds for Constable, P cinct 3 and County Attorney; remove remaining funds from C tificates of Obligation 2002 and County Court at Law # 2 C rtroom to general fund and adjust the budget for TJPC- S ary Supplement Grant. On motion by Commissioner Peters, s onded by Commissioner Caldwell, the Court voted unanimously t approve the budget amendment as submitted, a copy of which i attached. The Court next considered Budget Amendment #04/05-7.1 t4tough 7.8, that would reallocate funds for the County A orney, Road and Bridge Department, Judicial Software Fund, S Tiff's Department and Jail; transfer funds from Contingency t the Sheriff's Department and the County Judge; and transfer f lads from contingency to the general fund. On motion by Cmmissioner Mallard, seconded by Commissioner Peters, the C rt voted unanimously to approve the budget amendment with t exception of amendment 7.8. A copy of which is attached. The Court proceeded to consider the change of status of loyees as submitted on the attached Personnel Action R uests. On motion by Commissioner Peters, seconded by C issioner Caldwell, the Court voted unanimously to approve t changes as submitted. L L 4 PAGE ;ioners Court meeting November 16, 2004 3 The Court next considered the following Claims as s#mitted by the County Treasurer for payment: 7001167 through 7001412 0 motion by Commissioner Mallard, seconded by Commissioner Peers, the Court voted unanimously to approve the Claims as sIbmitted. The next matter before the Court was Application for P ment #2 from McClure & Browne Engineering/Surveying, Inc. f work performed by Elliott Construction, Ltd. on the West 2 h Street Wastewater Improvements. On motion by Commissioner C dwell, seconded by Commissioner Peters, the Court voted unanimously to approve payment of $44,837.06. The next matter before the Court was the renewal of P#scription Service with Eckerd Service (EHS). There are no c#nges to the plan. On motion by the County Judge, seconded bj,lCommissioner Peters, the Court voted unanimously to approve too renewal of the prescription service with EHS. The Court next considered renewal of the Dental Plan with Bj!e Cross Blue Shield of Texas (BCBSTX). There are no nges to the plan. On motion by Commissioner Peters, s~~onded by Commissioner Caldwell, the Court voted unanimously ttlapprove the renewal. On motion by the County Judge, seconded by Commissioner L tpq PAGE 15 C issioners Court meeting November 16, 2004 4 P ers, the Court voted unanimously to adopt Resolution #04- 022 authorizing Dana Zachary to assume the duties authorized o4ja Magistrate, an Associate Judge and Juvenile Referee under t Texas Family Code as being in the best interest of Brazos C nty. A copy of the resolution is attached. The next matter for consideration by the Court was a r uest submitted by County Court at Law # 2 Judge, Jim Locke, s king approval for out of state travel for Tommy Munoz to c ~plete his course of study with the National Center for State C rts. The class runs from December 13-15, 2004 in Las Vegas. or ~ motion by Commissioner Peters, seconded by Commissioner C dwell, the Court voted unanimously to grant the request from Judge Locke and approved payment of out of state travel expense f Mr. Tommy Munoz. The Court next considered renewal of Bid 2004-044R, Rental o4jEquipment with Operator. Texcon is the Primary Vendor and r ewing at the same prices. Young Contractors is the S ondary Vendor should Texcon choose not to renew. On motion b Commissioner Caldwell, seconded by Commissioner Peters, the C rt voted unanimously to approve the renewal of Bid 2004- 044R. The next matter for consideration was approval for the chasing Agent to advertise Bid 2005-005, oversized L 64 PAGE 1(p 14 C issioners Court meeting November 16, 2004 5 Limestone Aggregate. On motion by Commissioner Peters, s onded by Commissioner Mallard, the Court voted unanimously t authorize the Purchasing Agent to advertise for bids for o rsized limestone Aggregate. The Court next considered awarding Bid No. 2004-041, Road Si ns and Sign Posts. Becky Stephens, Senior Buyer made the f lowing recommendations: Primary Vendor-Rocal, Inc. Secondary Vendor-Hall Signs Third- Pathmark Traffic or. 'motion by Commissioner Caldwell, seconded by Commissioner P ers, the Court voted unanimously to accept the r ommendations of the Senior Buyer and award the contract as s ted. A copy of the bid tabulation is attached. The Court next considered approval of the Final Plat of H 'lan Hills Subdivision, 10.92 Acre Tract (Lot 10 of recorded" Moon Subdivision) in Precinct 1. Richard Vance, C my Engineer, stated that he had reviewed the plat and e rything appeared to be in order. On motion by Commissioner C dwell, seconded by Commissioner Peters, the Court voted u nimously to approve the final plat of Harlan Hills S division, 10.92 Acre Tract (Lot 10 of "Unrecorded" Moon S division) as submitted. L 6q PAGE 1-7 issioners Court meeting November 16, 2004 6 Under announcement of interest items and possible future a4 nda topics the following spoke: Commissioner Mallard a) Reminded everyone of the meeting on December 15, 2004 with Representatives Ogden and Brown. Included in the meeting will be members of both school boards, both cities and the Commissioners Court. You need to get your questions into him as soon as possible. b) There will be a High Speed Rail meeting on November 19, 2004 in Temple. Commissioner Caldwell a) On Monday, November 22, 2004, there will be a meeting at the Millican Community Center beginning at 6:00 p.m. to discuss the incorporated status of Millican. b) On Tuesday, November 23, the Brazos Valley Council of Governments will meet. The topic of regional projects will be on the agenda. There was no citizen input and/or concerns. Under Agency/Board/Committee reports by Court members, t# following spoke: Commissioner Mallard a) The Chamber of Commerce hosted the Intergovernmental C4*imittee meeting last week. They discussed the upcoming ting with the state representatives. County Judge a) He and Commissioner Mallard met with the 9-1-1 Board where they discussed voice over internet protocol. A lot of people and businesses are using their computers as their telephone service. In an emergency this makes it very difficult for 9-1-1 to L (o9 PAGE is C issioners Court meeting November 16, 2004 7 determine where you are calling from unless you know the voice over internet protocol address. At 6:28 p.m. the County Judge announced the meeting c Used to the public so that the Court could meet in Closed E#cutive Session to discuss the deployment, or specific o asions for implementation, of security personnel or d 'ices, in consultation with an attorney as allowed under S4~tion 551.076 of the Texas Government Code. He asked that C dy Gallego, Executive Assistant, Ruth McLeod, A inistrative Assistant, Debbie Lockledge, Administrative A itant, Loraine Nichols, Human Resources Manager, Bill J nes, Risk Manager, 85th District Judge, J. D. Langley and L yd Wasserman, Commissioner, Precinct 1 elect stay for the EU cutive Session. At 6:43 p.m. the County Judge announced the meeting open t the public and said no action would be taken but, he then r cinded the statement. Then on motion by Commissioner C dwell, seconded by Commissioner Peters, the Court voted u nimously to engage Managed Network Solutions to take a look a the firewalls, dial up, and internet to attempt to identify cfLcial network services. At 6:46 p.m. the County Judge announced the meeting c sed to the public so that the Court could meet in Closed E cutive Session to discuss personnel in the Information L (4 PAGE I I Cc 0 missioners Court meeting November 16, 2004 8 Technology Department as allowed under Section 551.074 of the T as Government Code. He asked that Candy Gallego, Executive A istant, Wayne Dicky, Jail Administrator, Ruth McLeod, A inistrative Assistant, Debbie Lockledge, Administrative A itant, Loraine Nichols, Human Resource Manager, Bill J nes, Risk Manager, 85th District Judge, J. D. Langley and L yd Wasserman, Commissioner, Precinct 1 elect stay for the E cutive Session. At 7:00 p.m. the County Judge announced the meeting open t the public. Commissioner Mallard moved to assign C issioners Caldwell and Cauley as Co-Directors of the Information Technology Department. The County Judge seconded t motion. Commissioners Peters, Mallard and the County J ge voted "Aye". Commissioner Caldwell abstained. There being no further business to come before the Court, t meeting was adjourned. L 64 PAGE -=2o T fl foregoing minutes of the Commissioners Court meeting held N tember 16, 2004 have been examined and are approved in open Court this the ,22ro_ day of Ffbn-ja 2005, in Bryan, B zos County, Texas. dy S' s nt Judge D ne Peters C *imissioner, Precinct 2 C ey Ca~ley, Jr. C issioner, Precin Attest: Keen McQueen C ty Clerk PAGE Lloyd asserman Commissioner, Precinct 1 Kenny Mall Commissione'rj Precinct 3 1( 4 BRAZO M E E T I N i COUNTY COMMISSIONERS COURT ON . 204AT N c-lpZp Or nization/Department I?l CA's , is 'oor r c a cc~.c.~c~u~-~ ~ Ss VOL PAGE-d-.1, BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2003-2004 BUDGET YEAR NO. 03/04-54.1 thru 03/04-54.4 following t The this the Wh day of November 2004 at a regular meeting of the Commissioners' Court, the embers were present: Randy Sims, County Judge, Presiding Eric Caldwell, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Carey Cauley, Jr., Commissioner, Precinct 4 Karen McQueen, County Clerk g proceedings were held: T WHEREAS, on 16 November 2004 the Court heard and approved a budget amendment for the udget year for Brazos County, Texas. REAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions hich could not be reasonably included in the original budget adopted 12 September 2003 the following, u endment(s) to the original are hereby authorized, as described on the attached page(s). A ~PTED AND APPROVED this the Wh day of November 2004. THE By: Original: Copies COURT OF BRAZOS COUNTY, TEXAS. County Judge Clerk's Office and l to the original budget Auditor Treasurer ;sioners' Court Minutes VOL `F PAGE a 3 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 03/04-54.1 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 17 410060 CR Fees- Alternative Dispute 1,100.00 17 110700 734000 DR Dispute Resolution Center 1,100.00 Alternativ Dispute Resolution - To increase the budget to recognized realized revenues in excess o f original b et. 42 913000 DR Transfer to General Fund 36,000.00 42 6342 802120 CR Software - Finacial Accoutin 36,000.00 Certificate ~ of Obligation 2002 -To move remainin funds to general fund to be s pent in 04-05. 43 913000 DR Transfers to General Fund 8,700.00 43 634301 611300 CR Contingency 7,790.00 43 634301 672810 CR Equipment - Electronic 910.00 Count Co t At Law #2 Courtroom - To move remaining funds to General Fund . Original fundin g from General Fin I Prepared By: Date: kdc 11/4/2004 Approved By: Date: VOL ` PAGE BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 03/04-54.2 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 30 490280 CR Matching Funds 570.00 30 480031 CR Grant-TJPC 93,480.00 30 3111 517510 311104 DR St. Su lement-TJPC-JPO 79,800.00 30 3111 517511 311104 DR St. Su lement-TJPC-JPO 14,250.00 TJPC-Sal Supplement Grant To adjust b et to approved budget for Fisca l Year ending 8/31/04. Prepared B : Date: ifj 11/5/2004 Approved By: Date: VOL LC `I PAGE a5 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 03/04-54.3 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 01 303011 711190 DR Janitorial Services 277.00 01 303011 617400 CR Telephone 277.00 Constable Pct. 3 - Overrun of 'anitorial services due to quotations received after budget preparation. Prepared By- We Approved By. Date. 11/4/2004 Date: VOL &4 PAGE a(v BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 03/04-54.4 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 01 180001 i 672855 DR Typewriters 105.00 01 180001 ! 673420 DR Furniture 77.00 01 180001 591000 CR DDEA 182.00 ount Attorney - During review of 03-04 fiscal year it was noted tha t the expenditures for ese items were purchased straight from DDEA and should have been approved thru budget amendment first. This amendment will not effect the 04-05 DDEA calculation, because the were considered urin the calculation. Prepared By: Date: H kdc 11/4/2004 Approved By. ~ Date: VOL 4 PAGE d 7 BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2004-2005 BUDGET YEAR NO. 04/05-7.1 thru 04/05-7.8 this the 16d' day of November 2004 at a regular meeting of the Commissioners' Court, the embers were present: Randy Sims, County Judge, Presiding Eric Caldwell, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Carey Cauley, Jr., Commissioner, Precinct 4 Karen McQueen, County Clerk The foll41ng proceedings were held: T WHEREAS, on 16 November 2004 the Court heard and approved a budget amendment for the 20"-2005 budget year for Brazos County, Texas. an expenditure is necessary due to the necessity to meet unusual and unforeseen could not be reasonably included in the original budget adopted 25 August 2004 the following endment(s) to the original are hereby authorized, as described on the attached page(s). A PT ED AND APPROVED this the 16`" day of November 2004. THE CONWISSIONERT COURT OF BRAZOS COUNTY, TEXAS. By: Sims, County Judge Original: I ''I County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer Commissioners' Court Minutes VOL PAGE a8 t~ BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 04/05-7.1 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 4700 63470100 i 80715000 DR Roads - Capital 279,800.00 4700 63470100 49028000 CR Transfers from General Fund 279,800.00 0100 11001500 91110000 DR Transfers to Capital Im rov. 279,800.00 0100 11001500 61130000 CR Contingency 279,800.00 Infrastruct re Certific iates of Obli gation 20 02 - During the budget process there was an estimate of $90,000 ex cted to be rolled over from the 03-04 budget. The actual amount of unspent funds is $279,837.1 To enable t funds to be available in the 04-05 fiscal year the moneys must be moved from the General Fund Contin enc Section 111 of the Local Govt. Code indicates that the only way revenues (including Reserve I Fund Balan can increase after the budget is adopted is if the auditor can certify that the funds are from a new source t anticipated during the budget process. These Certificates were in existence at budget time but were no . ,pent - the are not from anew source. Therefore it appears that rbudgetpurp et oses the funds must be mo d from Co ntin enc . Prepared Fly: D4te: We ]11/2004 Approved By: - Date: VOL ` PAGE a q BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS EEE No. 04/05-7.2 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 28000100 51615000 DR Hourly - Law Enforcement 1,747.00 0100 28000100 51615000 DR Hourly - Law Enforcement 632.00 0100 28000100 1 53100000 DR Social Security 182.00 0100 28000100 53200000 DR Retirement 271.00 0100 28000100 ; 53800000 DR Worker's Compensation 58.00 0100 11001500 61130000 CR Contingency $ 2,890.00 S heriff "s Department - To move moneys from Contingency fora position at was reduced during budget but that was open waiting on someone to return from military leav, erson returning had 2 merit steps that were not budgeted in 04-05 bud et. ount for reimbursement of un aid earnin s in 03-04 calculated at $67.20 er a for 9.4 ays. Prepared By: Date.'. _ kde 1/4/2004 Approved By: Datc: / r VOL PAGE 0 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 04/05-7.3 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 18000100 67285500 DR Typewriters 278.00 0100 18000100 59100000 CR DDEA 278.00 County A me - To move funds from DDEA to allow for the purchase of ewriters. ]eC1 13 We 1/4/2004 Approved By: >.-1L hate: VOL PAGE / BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 04/05-7.4 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 56001000 1610000 Hourly - Staff - 0100 Road and id e - No than a in the departmental budget but a change in the position budgets. De artmen requests to move $2,330 from position 2631-1 to position 263 1-2. Neither position has been oc * ipied during the 04-05 fiscal year so the amount being moved is for the entire 2080 hours in th iscal year Change moves 3 steps (Grow 17) from position 1 to position 2. Prepared By: Date. kdc 1/4/2004 Approved By: xX I)atc: VOL PAGE BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 04/05-7.5 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 4400 63440100 ' 72155000 DR Computer Consutlin 34,000.00 4400 63440100 1 80213500 CR TSG Enhancements 34,000.00 4 Judicial S are Fund -To move funds to a llow for the en an ement of a rofessional information echnolo security audit firm. Prepared By: Date: kdc 11/4/2004 r _ Approved By: Date: VOL PAGE 33 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 04/05-7.6 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 28000100 61750000 DR Tele hone - Cellular 2,500.00 0100 28000100 59100000 CR DDEA 2,500.00 Sheriffs ice - To move funds to allow for the payment of the October bill on previously contracted cell hones d to a for the cell hones that will be retained as coup cell hones versus ce ll hone allowance. y• rk: t - dC ~1012004 APPro~ei Date f 3 ~ VOL ~`F PAGE BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 04/05-7.7 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contingency 4,000.00 0100 10000100 72590000 DR Professional Fees - Other 4,000.00 Coun J e To move fi: ds to allow for the paym ent of H R-Surve .com for conducting the Juvenile Services survey. I 7/ 1/2004 fron, tDate z x h U L BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 04/05-7.8 11/16/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 28002000 151820000 CR Merit 6,771.00 0100 28002000 51615000 DR Law Enforcement-Hrl 6,771.00 Sheriff Of e: Jail To allow fu , in for rec lassification of class 1511 positions 71-75 (group 15 to 1515 positions 14 _14 (group 16). Pendin g approva l of attached co of memo. ' d if' J IIA2/2004 A lr6yed Pl 3 R~ rya 1)11tC. 1 r, r a ; ~~6 PERSONNEL CHANGE OF STATUS CO T DATE: November 16, 2004 DE RTMENT: Personnel some P OSE:m 0 . ■ ■ ■ ApIj. .e Personnel Chang ~ of Status ■ ■ TMENT NAME EMPLOYEE NAME ACTION REQ CO Y CLERK PIVONKA, PANSY RETIREMENT LANGE, CHARLOTTE NEW HIRE MWENEWMENNONXI UESTED WERNMENEwwwwal COURT TAYLOR, EVONNE MERIT INCREASE EVANS, KRISTIE MERIT INCREASE ODSTRCIL, ROBERT MERIT INCREASE 361 11 STRICT COURT NAVARRO, DOROTHY MERIT INCREASE JAKUBIK, TIFFANY MERIT INCREASE VOL ~4 PAGE PERSONNEL CHANGE OF STATUS page 2 of 2 CO T DATE: November 16, 2004 DE TMENT: Personnel PU OSE: Am= Personnel Chan4e of Status DEP TMENT NAME EMPLOYEE NAME ACTION REQUESTED ■ ■ ■ \ t \ t ■ . SHE F'S OFFICE - JAIL ESPINOZA, LISA ABANDONED POSITION BRIDGE FLOWERS, JR., LOUIS DISCHARGED CHADWICK, KEN D. NEW HIRE PHALLAN, SHAWN D. NEW HIRE (This A in Commissioners' Court: November 16, 200 Judge's or Commissioner's Signature: py to be attached to minutes) VOL 4-PAGE- 29 CONFIDENTIAL TDI MANAGED CARE SERVICES, INC. d/b/a EHS SPONSOR AGREEMENT behalf THIS AGREEMENT, made as of the 15' day of January, 2004, between TDI Managed Care Inc., d/b/a EHS, a Delaware corporation, with its principal place of business at 620 Drive, Pittsburgh, Pennsylvania 15238 ("EHS"), and Brazos County with a principal place of at 300 East 26th Street, Suite 107, Bryan, Texas 77803 ("Sponsor", which is acting on its Plan). 'VHEREAS, Sponsor has committed to provide a prescription drug plan for eligible covered and EREAS, EHS has established a nationwide network of retail and mail service to accept Sponsor's prescription drug plan; and VHEREAS, EHS has a remote electronic claims adjudication and processing system for ng and processing claims made for prescription drugs and other goods and related and EREAS, EHS has a drug utilization review service by which the cost effectiveness, and resulting therapeutic effect of various drugs is reviewed and monitored y; and HEREAS, Sponsor desires to engage EHS to adjudicate and process claims on its behalf through the electronic claims adjudication and processing system and may request EHS to implem t drug utilization review now or in the future, and EHS desires to furnish such services as describ in this Agreement. )W, THEREFORE, in consideration of the mutual promises and agreements herein the parties hereto agree as follows: "Ancillary Charge" means a charge in addition to the copayment or deductible, which a Covered Person is required to pay the Member Pharmacy when a Covered Person and/or Covered Person's physician requests that a pharmacy service be dispensed which is not in conformance with the Formulary or the MAC List. "Average Wholesale Price" or "AWP" means the current average wholesale price of a prescription drug as listed in the First Databank Blue Book or other nationally recognized price source designated by EHS. "Benefits" mean the prescription drugs and other goods and related services covered by the Plan. "Covered Entity" means health plans, health care clearinghouses, and those health care providers who conduct certain financial and administrative transactions electronically, as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the regulations promulgated thereunder by the U.S. Department of Health and Human Services (the "HIPAA Regulations"). "Covered Person" means an individual who is eligible to receive Benefits in accordance with and under the terms of a Plan. "Disclosure" with respect to PHI, shall mean the release, transfer, provision of access to or divulging in any other manner of PHI outside the entity holding the PHI. nty-110804:57940 VOL G ~ PAGE Ocy CONFIDENTIAL G. "Effective Date" means the period beginning on January 1, 2004. H. "EHS Claims System" means the electronic system used to adjudicate and process claims made for Benefits. "EHS DUR" means the concurrent drug utilization review program used by EHS as further detailed in Exhibit C. "EHS Program" means the EHS Claims System, EHS DUR and all other services which EHS may provide to Sponsor. K. "Exclusions" mean the prescription drugs and other goods and related services not covered by the Plan. L. "Formulary" means a document proprietary to EHS which (i) lists various prescription drugs, and (ii) is provided by EHS to Member Pharmacies, physicians, other health care providers and/or Covered Persons for the purpose of guiding and prescribing, dispensing and reimbursement of prescription drugs. For a prescription drug not listed on a Formulary, a Covered Person may be required to pay a higher copayment or to pay the difference between the prescription cost of the non-Formulary drug and a Formulary drug when the two drugs are from the same therapeutic class. Formularies are subject to periodic review and modification by EHS and/or the Plan. M. "Individual" means the person who is the subject of the PHI. "Maximum Allowable Cost" or "MAC List" means a list of certain prescription drugs for which reimbursement will be paid by Sponsor through EHS to the Member Pharmacy. A Covered Person may be required to pay an Ancillary Charge depending on the Plan design. From time to time, the MAC List is subject to periodic review and modification by EHS to reflect market conditions. "Member Pharmacies mean a nationwide network of retail pharmacies that have contracted with EHS and may accept Sponsor's Plan. "Plan" means Sponsor's prescription drug plan or plans. "Protected Health Information" ("PHI") means any information, whether oral or recorded by a Covered Entity in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual, and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. TIONS OF SPONSOR Prior to the Effective Date, Sponsor shall provide EHS, in a form approved by EHS, with information concerning the Plan, as and when needed and in sufficient detail to allow EHS to perform its obligations hereunder, including at least the following: The effective date and the expiration date of the Plan; 2. The classes of dependents covered, including any age limits applicable to dependent children; 3. The estimated number of Covered Persons by geographic location; 4. The manner of distribution of EHS identification cards to Covered Persons; 110804:57940 VO J OA^c 410 CONFIDENTIAL 5. The Benefits and Exclusions under the Plan; 6. The parameters ("Parameters") for determining (i) whether and to what extent Benefits are covered by the Plan or Exclusions apply, and (ii) the amounts of all payments and the compensation rates to be offered for all Benefits; 7. The amount of the Plan deductible, or copayment, if any; and 8. Electronic eligibility information, including at least the following: (a) The names and identification numbers of all Covered Persons as of the Effective Date; (b) The relationship of each Covered Person to one another (e.g., qualified dependent) as applicable and such other information as may be reasonably required for adjudication of claims via the EHS Claims System; (c) The date of birth of each Covered Person; (d) If Sponsor's Plan includes EHS DUR, sufficient information to prepare Covered Persons' profiles for use in providing EHS DUR services; (e) If Sponsor's Plan includes network planning, each Covered Person's home address; and (f) Updates to, additions to and deletions from eligibility information and Covered Persons' profiles on a continuous basis as such changes occur. Sponsor warrants that if the Plan provides for the reimbursement to Covered Persons of the cost of prescription drugs purchased at non-Member Pharmacies, then the Plan shall state that such reimbursement shall be conditioned upon the submission of a claim for direct reimbursement in a form approved by Sponsor and EHS, together with the Covered Person's proof of payment for the prescription drugs. Prior to the Effective Date, Sponsor shall provide each Covered Person with complete and accurate information describing the Plan and the EHS Program. Sponsor represents that the Parameters and the information provided to EHS pursuant hereto are consistent with the Plan in all respects. Sponsor warrants that by the effective date of applicable law, its Plan shall be in compliance with the requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as explained in Article XI of this Agreement entitled "Special Provisions for Protected Health Information. Sponsor represents that all provisions under this Agreement have been agreed to by its Plan. TIONS OF EHS EHS shall enter the Plan's Parameters and eligibility information received from Sponsor into the EHS Claims System. The information entered into the EHS Claims System shall be deemed correct until EHS is otherwise notified by Sponsor that corrections are required. EHS shall promptly correct any errors brought to its attention. ounty-110804: 57940 VOL (O T 3 PAGE CONFIDENTIAL EHS shall produce EHS identification cards for distribution by Sponsor to all Covered Persons. Two EHS identification cards per eligible family, bulk shipped to Sponsor locations, will be provided at no cost to Sponsor. The cost of additional EHS identification cards or a more selective distribution, i.e. direct mailing, will be borne by Sponsor. EHS shall take all reasonable steps to maintain its contracts with an adequate number of Member Pharmacies in the various geographic locations where Covered Persons are resident. EHS shall furnish each Member Pharmacy with a summary description of the Benefits under the Plan. Sponsor acknowledges and agrees that the Member Pharmacies are chosen solely based on their willingness to provide services to the Covered Persons for the reimbursement specified by Sponsor's Plan and their professed willingness to abide by the Pharmacy Services Agreement with EHS. Sponsor further acknowledges and agrees that EHS shall not be responsible for any negligence, fraud or misconduct of any Member Pharmacy or any affiliate, director, officer, employee, agent, or parent of Member Pharmacy. D. EHS, or its designated agent, shall process claims received from Member Pharmacies through the EHS Claims System and may also process paper claim forms received from Covered Persons for direct reimbursement. EHS, or its designated agent, shall determine eligibility and conformity to the Plan and effect payment of eligible claims and provide notification of declined or ineligible claims. If requested by Sponsor, EHS shall also administer an initial benefit determination and appeals process for prescription drug benefit coverage consistent with the reasonable procedures requirement under the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). However, Sponsor acknowledges that requests for prescription drug benefit coverage made to EHS as a prior authorization or to a Member Pharmacy (or a non-Member Pharmacy under the direct reimbursement procedure) to fill a prescription are not "claims" made to the Plan under ERISA. Sponsor further represents and warrants that the Plan documents reflect the foregoing, and that non-EHS appeals procedures exist in such documents for Covered Persons who do not receive prescription drug coverage under the Plan. The parties acknowledge that EHS is not a fiduciary or plan administrator of Sponsor or Sponsor's Plans and that, with respect to the provision of services by EHS under this Agreement, EHS shall not assume any obligations of Sponsor, any named or unnamed fiduciary, or the Plan administrator under the provisions of ERISA. The parties agree that should Sponsor desire for EHS to manage any part of the benefit determination or appeals process under ERISA, other than as set forth in this Section, such EHS obligations shall be clearly set forth in a separate agreement between the parties. EHS shall invoice Sponsor for the retail and/or mail service prescription claims amounts and applicable sales tax, if any, which have been processed by EHS, or its ' designated agent; during the applicable period (the "Prescription Claims Invoice"). EHS shall furnish to Sponsor a Prescription Claims Invoice no less frequently than twice a month. EHS shall invoice Sponsor for the administrative fees specified in Exhibit A (the "Administrative Fees") which have become due during the applicable period (the "Administrative Fees Invoice"). EHS shall submit to Sponsor an Administrative Fees Invoice no less frequently than monthly. (The Prescription Claims Invoice, the Administrative Fees Invoice, and any other invoice authorized under this Agreement are collectively referred to as the "Invoice"). EHS warrants that it shall be in compliance with those requirements of the Health Insurance Portability and Accountability Act of 1996 detailed in Article XI of this Agreement entitled "Special Provisions for Protected Health Information." SA-RMG razosCounty-110804: 57940 VOL 04PQta CONFIDENTIAL IV. V. MAIL SERVICE PHARMACY A. The parties understand that EHS shall be obligated to arrange for retail Member Pharmacies to provide pharmacy services for Covered Persons as set forth in this Agreement. If requested by Sponsor, EHS shall also arrange to provide the mail pharmacy services described in Exhibit B, which would be provided by EHS's affiliate Thrift Drug, Inc. d/b/a Express Pharmacy Services ("EPS"). EHS RETROSPECTIVE AND CONCURRENT DRUG UTILIZATION REVIEW (DUR) SERVICES EHS shall provide the EHS retrospective and concurrent DUR services listed in Exhibit C. VI. B. EHS may deny payment for claims to the extent the information received is not sufficient to allow for EHS DUR services. UTIC DRUG MANAGEMENT PROGRAM If requested by Sponsor, EHS shall provide the therapeutic drug management program listed in Exhibit D. VII. VIUNERATION AND PAYMENT Within forty-eight (48) hours of receipt of a Prescription Claims Invoice from EHS, Sponsor shall initiate an Automated Clearing House (ACH) transfer for the Prescription Claims Invoice amount to a bank account designated by EHS. Within ten (10) business days of receipt of an Administrative Fees Invoice from EHS, Sponsor shall remit payment for the Administrative Fees Invoice amount to EHS by Automated Clearing House (ACH) transfer as in the foregoing Section A. Any additional charge for services other than those specified in Exhibit A shall also be remitted by Sponsor within ten (10) business days after receipt of an Invoice from EHS. If at any time Sponsor shall fail to pay EHS, on or prior to the due date of the Invoice, any amount owing EHS hereunder, EHS shall have the right to impose a finance charge on the unpaid Invoice balance, in addition to any other remedies available to EHS. The finance charge shall equal the prime rate reported by Mellon Bank, N. A. plus three (3%) percent. If at any time Sponsor shall fail to pay EHS on or prior to the due date of the Invoice, any amount owing to EHS hereunder, EHS shall have the right, in addition to the imposition of a finance charge and any other remedies available to EHS, upon forty-eight (48) hours prior notice to Sponsor, to: (1) decline to issue or reissue EHS identification cards to Covered Persons, (2) suspend eligibility of Covered Persons or any and all other services under this Agreement immediately until such time as Sponsor's account with EHS has been brought current, (3) advise. Member Pharmacies immediately, as they access the EHS Claims System, that Covered Persons' EHS identification cards are no longer valid, and (4) apply all or any portion of Sponsor's security deposited with EHS to Sponsor's delinquent account. Sponsor shall be responsible for all costs of collection and agrees to reimburse EHS for such costs and expenses (including reasonable attorneys' fees). If at any time EHS shall determine, based on prescription claims volume, Sponsor's payment record and/or Sponsor financial information, that there are reasonable grounds for insecurity on the part of EHS as to the ability of Sponsor to meet its financial commitments hereunder as they become due, EHS shall have the right to require Sponsor to provide security in such amount and form and at such time as EHS deems necessary. No security in the form of a reserve or deposit shall bear interest. 110804:57940 VOL 6 V 5 PAG E Y3 CONFIDENTIAL G. EHS may change the Administrative Fees applicable to the Plan by giving Sponsor sixty (60) days notice prior to the expiration of the then current term. The revised Administrative Fees will not be effective until the first day of the month following the expiration of the then current term of the Agreement. Sponsor may object to any increase in Administrative Fees by giving notice thereof to EHS at least thirty (30) days prior to the expiration of the sixty (60) day period. In such event, if the parties cannot agree on an appropriate Administrative Fee, this Agreement shall expire at the end of the sixty (60) day period that corresponds to the expiration date of the then current term of the Agreement, and the revised Administrative Fees will not apply. VIII EHS REBATE PROGRAM EHS has engaged WeIlPoint Pharmacy Management ("WeIlPoint") to perform certain formulary development and rebate contracting functions for EHS. As part of its duties, WeIlPoint will negotiate rebate payments from pharmaceutical manufacturers for EHS and Sponsor. WeIlPoint will receive the rebate payments and pass them on to EHS for distribution to Sponsor. Throughout the term of this Agreement, EHS shall pay to Sponsor an amount set forth in Exhibit A for each prescription claim processed for Sponsor by EHS during a calendar quarter for Sponsor's Covered Persons (the "Rebate") contingent upon Sponsor's execution of this Agreement and acceptance and distribution of EHS's drug formulary ("Formulary"). Payment of these amounts will be contingent upon manufacturers' payment of rebates to WellPoint, and WellPoint's passing them on to EHS. The Rebate shall be remitted to Sponsor following the end of the calendar quarter in which payment is received by EHS, or its designated agent, from the drug manufacturer. In connection with its negotiation of rebate arrangements on behalf of Sponsor, WeIlPoint receives from the pharmaceutical manufacturers certain group purchasing administrative fees for its services of 3% or less of the value of products dispensed to Covered Persons, and retains these fees for its own account. In addition, WeIlPoint will retain a portion of the rebate payments that.it receives from manufacturers, as compensation from EHS for its Formulary development and rebate contracting services. Except as set forth in Article VIII(H), Sponsor agrees that EHS may retain as compensation for its Formulary development and management services the balance of the payments passed on to it from WeIlPoint that are in excess of the Rebate paid to Sponsor pursuant to Article VIII(B) and Exhibit A. EHS will include at least ninety-five percent (95%) of the prescription drugs on the WeIlPoint National Formulary on each EHS Formulary and one hundred percent (100%) of WellPoint's 100 Top Rebatable Drugs on the EHS Formulary. Sponsor agrees that to receive"the Rebate described in Article VIII(B) above, Sponsor must exercise its discretion to adopt the EHS National Formulary as modified, and the Top Rebatable drug list. The Rebate payments described in Article VIII(B) and Exhibit A will not apply for periods of non-compliance. If, after the date of this Agreement, as the result of the adoption of any applicable law, regulation or guideline or any substantial change in the interpretation or administration thereof, or as the result of substantial changes in drug industry practice regarding manufacturer discounts and/or rebates, manufacturer discounts or rebates are no longer available, EHS may give notice thereof to Sponsor and EHS will be entitled to equitable adjustment of the Rebate, including, but not limited to, elimination of any Rebate in its entirety, to be remitted to Sponsor. If, as a result of the occurrence of any of the preceding events, EHS eliminates Sponsor's Rebate in its entirety, Sponsor may, upon sixty (60) days written notice, terminate this Agreement. 10804:57940 ■OL 6 16 PAGE I / t„ r CONFIDENTIAL IX. In the event EHS determines on audit that prescription claim data submitted on behalf of Sponsor was inaccurate or that certain claims were not Rebate-eligible, EHS reserves the right to offset such moneys against future Rebate payments due Sponsor and/or recover from Sponsor Rebate amounts which are determined to have been paid inappropriately. Sponsor agrees that as a condition of participation in the Rebate program that Sponsor will not negotiate or arrange or contract in any way for rebates on prescription drugs from any manufacturer. Breach of this Section may result in immediate termination of Sponsor's participation in the Rebate program and shall entitle EHS to keep one hundred percent (100%) of any and all Rebates due on behalf of Sponsor under this Agreement which have not been paid to Sponsor. ULARY Sponsor agrees that its right to use the Formulary is limited to use of the Formulary in connection with its Plan. Sponsor further agrees that, except in connection with such limited use, it shall not copy, distribute, sell or otherwise provide the Formulary to any third party without EHS's prior written approval. Upon termination of this Agreement, Sponsor shall cease all use of the Formulary and shall destroy or return to EHS all copies in its or subcontractor's or affiliate's possession. Upon EHS's request, Sponsor shall provide proof to EHS that it has complied with the terms and conditions of this Section. X. I kECORDS AND DATA Subject to the provisions of this Agreement regarding PHI, EHS shall maintain for six (6) years after the respective record is created, in original form or on electronic media, the claims and paper claim forms supporting the Invoices and other records sufficient to verify payments made to Member Pharmacies. EHS and Sponsor shall allow each other to audit, review and duplicate such records and any other records in their possession that relate primarily to the obligations undertaken by either party under this Agreement, with any such audit rights expiring six (6) months after the end of, and being limited to, payments within a current term. The review and duplication of records shall be allowed upon reasonable notice during regular business hours at the place of business of the record holder and shall be subject to all applicable state and federal laws and regulations regarding the confidentiality of such records, as well as any confidentiality and audit provisions in contracts. Duplication and auditing shall be at the cost of the requesting party. Sponsor acknowledges that reimbursement rates for pharmacy services paid by EHS to Member Pharmacies are not necessarily a pass through of contracted rates between EHS and Sponsor. Sponsor shall not have the right to audit, review or otherwise access information regarding contracted reimbursement rates or amounts of payments from EHS to Member Pharmacies. Upon request, EHS shall verify to Sponsor that all claims made by Member Pharmacies for Benefits provided to Covered Persons have been paid by EHS. EHS shall retain full ownership rights over all compilations and analyses generated by EHS, as well as all property, technology, software and other data utilized by EHS in its performance under this Agreement. Ownership rights shall include, but are not limited to, all rights associated with trade secrets, copyrights, trademarks and patents. EHS shall retain the right to use all data and information received from Sponsor, Covered Person or Member Pharmacies provided that: (a) such use shall not violate any Covered Person's right of confidentiality; and (b) such use shall conform to Article XI. All records, reports and other data provided by EHS to Sponsor under this Agreement are for Sponsor's use in claims administration and plan management, and EHS disclaims all liability arising out of Sponsor's other use or dissemination of the reports and summaries. Sponsor represents that it has permission from each inty-110804: 57940 VOL 0 -PAGE 45 CONFIDENTIAL Covered Person, whether through Plan documents or otherwise, for EHS to provide to Sponsor all such records, reports and other data regarding prescription and medical information relating to him/her. Sponsor shall treat as confidential any information which individually identifies a Covered Person or physician/prescriber. EHS and Sponsor acknowledge that certain information, reports and data generated under this Agreement may be subject to applicable confidentiality of medical records laws, including those addressed as PHI, and the parties agree to comply in all material respects with such laws. Should Sponsor require on line access to confidential prescription information contained in reports, records and other data, it shall be provided only in accordance with and upon execution of an on line access agreement to be mutually agreed to in writing. Disclosure to Third Party Agents (i) Directives to Disclose. From time to time during the term of the Agreement, Sponsor may direct EHS to provide information that EHS, its Member Pharmacies, or EPS has collected regarding Covered Persons to agents of Sponsor. EHS will comply with those directives, in accordance with the terms of this Agreement. (ii) Permission of Covered Persons. Sponsor represents that it will have obtained from each Covered Person his/her permission, whether through Plan documents or otherwise, for Sponsor and/or EHS, its Member Pharmacies, or EPS to provide to Sponsor's agents any records, reports and other data compiled or prepared by EHS, its Member Pharmacies or EPS regarding prescription and medical information relating to him/her which are the subject of a directive to disclose. (iii) Confidentiality Agreements with Agents. Sponsor represents that for each agent to which it may direct EHS to disclose patient-identifiable information, Sponsor has in place, or will have in place prior to the directive, an agreement requiring the agent to treat as confidential any information which individually identifies a Covered Person or physician/prescriber, and prohibiting the agent from disclosing any such information without express authorization from Sponsor or the Covered Person. (iv) Disclosure to Minimum Extent Necessary. To the extent possible, Sponsor will limit its directives for disclosure of PHI to its agents to the minimum information necessary to achieve the desired purpose. (v) Form of Directives. All directives for disclosure of PHI will be in writing and will identify all Covered Persons whose records or files should be disclosed, by means of patient names or identifiers, dates of service, particular drug dispensed, or such other identifying characteristics as are appropriate for the purpose of the disclosure. The directives shall also identify what information from the file shall be disclosed and for what time period. EHS shall retain copies of all such directives for a period of six (6) years. EHS shall maintain a Disaster Recovery Plan to protect and/or recover records that are essential to the continuing operation of Sponsor's Plan in the event of a disaster. Upon reasonable request, EHS shall provide Sponsor a brief written statement summarizing the status of its Disaster Recovery Plan, where Sponsor acknowledges that such Disaster Recovery Plan is confidential. As of the date this Agreement is signed, EHS represents the following as key components to its Disaster Recovery Plan: (a) advanced software applications regulate the computer systems and communication lines, and issue an alert when problems arise; (b) EHS's data centers are protected by back-up generators to guard against power outages; (c) EHS's data centers are protected by automated fire suppression systems; (d) EHS's claims processing system maintains a full, duplicate "mirror" system at another location that will resume processing if the primary site inty-110804: 57940 VOL 68PAGE ~ CONFIDENTIAL XI. experiences a disaster, with such duplicate system tested for operability; (e) EHS maintains redundant servers for all critical servers; and (f) EHS maintains offsite storage of tape back-ups of critical servers. Key EHS employees have remote dial- in access and could be re-located to another site in Pittsburgh, Pennsylvania should the main location suffer a disaster. There are also two remote mail service sites EHS has available, through its mail service pharmacy affiliate EPS, to relocate EHS pharmacy benefit management employees to. In addition, during downtime, unaffiliated Member Pharmacies can contact EHS's Pharmacy Help Desk to receive eligibility and reimbursement information. The parties acknowledge that, in its role as a pharmacy benefits manager, EHS will evaluate the Plan and act to improve its operations and cost-effectiveness. This may include review of Covered Person prescription histories and drug utilization reviews for safety and cost control. In addition, EHS may conduct medication compliance programs, and/or therapeutic equivalent and generic interchange programs, to support the EHS Formulary or to achieve formulary utilization targets. EHS may also send newsletters or other communications to Covered Persons regarding their health conditions or their medications. EHS may receive funding from manufacturers to support the Covered Person communications associated with these programs. Sponsor will provide notice to its Covered Persons regarding such programs, consistent with the requirements of HIPAA and its implementing regulations, and will obtain such authorization or consent from its Covered Persons as may be required by applicable law, rule, regulation or legal process, for EHS to operate such programs. PROVISIONS FOR PROTECTED HEALTH INFORMATION EHS and Sponsor hereby agree that EHS shall be permitted to use or disclose PHI provided or made available from Sponsor to perform any function, activity or service for, on behalf of, Sponsor as specified in this Agreement, provided that such use or disclosure would not violate HIPAA and the HIPAA Regulations if done by Sponsor. EHS and Sponsor each covenants and agrees that it shall: (1) Not further use or disclose PHI other than as permitted or required by this Agreement or as required by applicable law or regulation. (2) Establish and maintain appropriate safeguards as necessary to prevent the use or disclosure of PHI other than as permitted under this Agreement. (3) Upon request, report to the other party any use or disclosure of PHI that it is aware of that is not provided for or allowed by this Agreement. (4) Ensure that any of its agents or subcontractors, or other third parties with which it does business that are provided PHI by such party are aware of and bound to such party's obligations under this Agreement relating to PHI. (5) Make available to the Secretary of the U.S. Department of Health and Human Services all internal practices, books and records relating to the use and disclosure of PHI for purposes of determining compliance with federal privacy laws and regulations. (6) Mitigate, to the extent practicable, any harmful effect that is known to the party of a use or disclosure of PHI by such party in violation of the requirements of this Agreement. EHS covenants and agrees that it shall: (1) Make available to Sponsor such information as Sponsor may require to fulfill Sponsor's obligations to provide access to, amendment of, and account for disclosures with respect to PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR §§164.524, 164.526, and 164.528. SA-RMG- zosCounty-110804: 57940 VOL 09 PAGE `I CONFIDENTIAL (2) Maintain the EHS Claims System and related administrative reporting systems in compliance with the standards established under law including The National Council for Prescription Drug Programs (NCPDP) Telecommunications Standard Implementation Guide and equivalent NCPDP Batch Transaction Standard and Implementation Guide versions as adopted under regulation. EHS and Sponsor each agrees that it shall not use or disclose PHI in a manner that is contrary to its obligations under this Agreement. Notwithstanding the foregoing, EHS and Sponsor each agrees that each party may: (1) Use PHI in its possession for its proper management and administration and to fulfill any of its present or future legal responsibilities provided that such uses are permitted under federal, state, local and other applicable confidentiality laws. (2) Use PHI in its possession to provide data aggregation services relating to the health care operations, as provided for in 45 CFR §164.501, of Sponsor. (3) Disclose PHI in its possession to third parties for the purpose of such disclosing party's proper management and administration or to fulfill any of such disclosing party's present or future legal responsibilities provided that (i) the disclosures are required by law, as provided for in 45 CFR §164.501, or (ii) the disclosing party has received from the third party written assurances that the PHI will be held confidentially, that the PHI will only be used or further disclosed as required by law or for the purpose for which it was disclosed to the third party, and that the third party will notify the disclosing party of any instances of which it is aware in which the confidentiality of the information has been breached, as required under 45 CFR §164.504(e)(4). (4) De-identify any and all PHI provided that the de-identification conforms to the requirements of 45 CFR §164.514(b), and further provided that the parry so de-identifying maintains the documentation required by 45 CFR §164.514(b), which may be in the form of a written assurance from the other party. Pursuant to 45 CFR §164.502(d)(2), de-identified information does not constitute PHI and is not subject to the PHI terms of this Agreement. (5) Have PHI contained in claims made by Member Pharmacies for processing of Benefits. With respect to the use and/or disclosure of PHI by EHS, Sponsor hereby agrees: (1) to use appropriate safeguards to maintain and ensure the confidentiality, privacy, and security of PHI transmitted to EHS pursuant to this Agreement, in accordance with the standards and requirements of HIPAA and the HIPAA Regulations, until such PHI is received by EHS. (2) to inform EHS of any changes in, or withdrawal of, the consent or authorization provided to Sponsor by Individuals pursuant to 45 CFR §164.506 or §164.508. (3) to notify EHS, in writing and in a timely manner, of any arrangements permitted or required of Sponsor under 45 CFR Parts 160 and 164 that may impact in any manner the use and/or disclosure of PHI by EHS under this Agreement, including, but not limited to, restrictions on the use and/or disclosure of PHI as provided for in 45 CFR §164.522 agreed to by Sponsor. SA-RMG azosCounty-110804: 57940 VOL / ~ 'PAGE f/ CONFIDENTIAL XII. (4) that EHS may make any use and/or disclosure of PHI permitted under 45 CFR §164.512. Upon termination or expiration of the Agreement, EHS shall return to Sponsor any and all PHI received from, or created by, EHS on behalf of Sponsor that is maintained by EHS in any form whatsoever, including any copies or replicas. If returning the PHI to Sponsor is not feasible, EHS shall destroy any and all PHI maintained by EHS in any form whatsoever, including any copies or replicas. Should the return or destruction of PHI be determined by EHS to be not feasible, the parties agree that the PHI terms of this Agreement shall extend to the PHI until otherwise indicated by Sponsor, and any further use or disclosure of the PHI by EHS shall be limited to that purpose which renders the return or destruction of the PHI infeasible. The parties agree that return or destruction of PHI is not feasible for EHS in the areas of auditing, liability, quality assurance, and related matters. Accordingly, EHS may retain PHI and related information for such purposes after termination or expiration of the Agreement. AND TERMINATION OF AGREEMENT This Agreement shall be for an initial term of thirty-six (36) months commencing on the Effective Date and shall automatically renew for successive twelve (12) month periods subject to the remaining provisions of this Article XII. This Agreement may be terminated as follows: 1. At the expiration of any current term, whether that be a thirty-six (36) month initial term or a twelve (12) month renewal term, if a party provides at least ninety (90) days prior notice of nonrenewal to the other party; 2. By either party in the event the parties are unable to agree on changes in Administrative Fees as provided in Article VII hereof; 3. By either party if the other party shall materially default in its performance of this Agreement and such default is not cured within thirty (30) days after notice from the non-defaulting party specifying the nature of the default; 4. Notwithstanding anything herein to the contrary, by EHS, on forty-eight (48) hours notice to Sponsor, if Sponsor shall fail at any time to make any payment required pursuant to this Agreement by the due date or fails at any time to provide or maintain the security required by EHS under this Agreement. Such notice shall not be effective and this Agreement shall not terminate if Sponsor shall cure the default not later than the next business day following the giving of notice; 5. By either party upon written notice to the other party upon the occurrence of any of the following events: (a) a material adverse change subsequent to the date hereof in the financial condition or prospect of the other party; or (b) a default or an event that with the passage of time would constitute a material default in respect of any obligation of the other party for borrowed money, whether as borrower, guarantor or otherwise; or 6. By either party on written notice to the other if the other party violates a material term of this Agreement regarding Article XI "Special Provisions for Protected Health Information" and timely cure is not possible. In the event of a termination hereunder: EHS shall have the right to notify its Member Pharmacies that Covered Persons' EHS identification cards for the Plan become invalid as of the termination date; and 10804:57940 OL &Y PAGE 0 CONFIDENTIAL 2. The liability of Sponsor for obligations incurred up to the effective termination date, including all costs of collection and reasonable attorneys' fees, shall survive termination. In the event of termination of this Agreement, EHS agrees to provide data EHS has and that Sponsor's replacement pharmacy benefits manager ("Replacement PBM") shall reasonably require to perform Replacement PBM functions for Sponsor, provided that the data requirements of such Replacement PBM are reasonable and consistent with pharmacy benefit manager industry expectations. It is understood that for retail claims data, EHS provides a billing tape or other media in standard NCPDP 2.0 format at no cost to Sponsor. If Sponsor or Replacement PBM needs some element of data that is not on EHS's NCPDP 2.0 format, such data element shall be provided, if available in EHS records, on a time and materials or special quote basis. It is understood that for mail service claims data, EHS can provide a claims file to Sponsor or Replacement PBM at a cost to be mutually agreed upon. EHS shall have no obligation to provide the data until such fee is mutually agreed to. EHS may provide the data by electronic wire communication or a media type such as disk, tape, CD or the like. EHS shall not be required to perform anything in this paragraph unless Sponsor has provided EHS with at least ninety (90) days notice of its need for the data. If this Agreement terminates before such ninety (90) day period can occur, EHS shall still have ninety (90) days to provide the data. Any and all data disclaimers set forth in this Agreement shall apply to this paragraph, except that EHS shall be responsible for correcting at no cost to Sponsor or Replacement PBM the data errors for which EHS is solely responsible and which are brought to the attention of EHS by Sponsor or Replacement PBM. XIII. I notices pertaining to this Agreement shall be delivered in person, sent by certified mail, (livered by receipted courier, or transmitted by facsimile and confirmed in writing (sent by ceipted courier or certified mail) to a party at the address or facsimile number shown in is Agreement, or such other address or facsimile number as a party may notify the other arty from time to time. Notices delivered in person, and notices dispatched by facsimile for to 4:30 PM, recipient's time, Monday through Friday (legal holidays excepted), shall be .emed received on the day sent. All other facsimiles and notices shall be deemed to have :en received on the business day following receipt; provided, however, if such day falls on weekend or legal holiday, receipt shall be deemed to occur on the next business day. )tices may also be transmitted electronically between the parties provided that proper rangements are made in advance to facilitate such communications and provide for their ~curity and verification. Notices to EHS shall be addressed to: TDI Managed Care Services, Inc. d/b/a EHS 620 Epsilon Drive Pittsburgh, Pennsylvania 15238 Attn.: Vice President, PBM Operations Facsimile No.: 412.967.2333 Notices to Sponsor shall be addressed to: Brazos County 300 East 26th Street, Suite 107 Bryan, Texas 77803 Attn: Loraine Nichols Facsimile No.: 979.823.6993 nty-110804: 57940 VOL 6~-PAGE SO 1.T_ CONFIDENTIAL XIV. ; DISCLAIMERS The EHS Claims System is dependent upon the accurate transmission and processing of data by electronic means. EHS shall not be liable for any damages or claims arising out of any interruption in transmission or processing, except where: (a) it is solely at fault; and (b) it had reasonable opportunity to prevent the interruption. Nothing in this Agreement shall be construed or be deemed to create any rights or remedies in any third party, including, but not limited to, a Covered Person. Further, it is hereby acknowledged that EHS and Sponsor are independent entities. Nothing in this Agreement shall be construed or be deemed to create: (a) a principal-agent relationship between EHS and Sponsor; or (b) a joint venture. EHS shall use ordinary care and reasonable diligence in the performance of its duties under this Agreement. Sponsor acknowledges that this Agreement is not a contract for the sale of goods, and that EHS is not the sole generator of data for the EHS Claims System, which comes from various sources, including but not limited to Sponsor and Covered Persona EHS DISCLAIMS ALL EXPRESS AND ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO THE QUALITY, ACCURACY OR SUITABILITY FOR ANY PARTICULAR PURPOSE OF THE DATA USED OR GENERATED BY THE EHS CLAIMS SYSTEM, EXCEPT THAT EHS SHALL NOT ADVERSELY AFFECT THE QUALITY, ACCURACY OR SUITABILITY OF DATA IT RECEIVES FROM OTHERS. THE PARTIES AGREE THAT IN NO EVENT SHALL EHS HAVE ANY LIABILITY TO SPONSOR OR ANY COVERED PERSON IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY MEMBER PHARMACY OR PHARMACIST WHO PERFORMS ANY SERVICES IN CONNECTION WITH THIS AGREEMENT. EHS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE OR RESPONSIBLE FOR INJURY, INCLUDING DEATH, SUFFERED BY ANY COVERED PERSON FROM. ANY PRESCRIPTION DRUG DISPENSED OR NOT DISPENSED BY ANY MEMBER PHARMACY OR PHARMACIST USING THE EHS DUR SYSTEM FOR ANY PURPOSE, OR FOR ANY SIDE-EFFECTS OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND OR DESCRIPTION WHATSOEVER FROM THE USE, OR NON-USE, OF ANY SUCH PRESCRIPTION DRUG, IT BEING EXPRESSLY UNDERSTOOD THAT SUCH LIABILITY AND RESPONSIBILITY RESTS ENTIRELY UPON THE MEMBER PHARMACY OR PHARMACIST DISPENSING THE PRESCRIPTION DRUG. EHS represents that the Pharmacy Services Agreement EHS has with Member Pharmacies obligates Member Pharmacies to: (a) procure and maintain professional liability and malpractice insurance with limits of no less than one million dollars ($1,000,000) for each claim and three million dollars ($3,000,000) in the aggregate, as well as comprehensive general liability insurance to insure against any claim for damages arising by reason of personal injury or death caused directly or indirectly by the provision of pharmacy services; and (b) indemnify and hold harmless Sponsor and EHS, as well as their respective affiliates, officers, directors, partners, employees, and agents ("Indemnitees"), from and against any claims, liabilities, damages, judgments, or other losses (including reasonable attorneys' fees) imposed upon or incurred by the Indemnitees and arising out of or as a result of Member Pharmacy's breach of the Pharmacy Services Agreement and any acts or omissions of Member Pharmacy, or its affiliates, officers, directors, shareholders, employees, and agents in connection with Member Pharmacy's performance of any of its services, duties and obligations under the Pharmacy Services Agreement. EHS represents and warrants that it shall be responsible for the performance of all the obligations of its affiliate EPS under this Agreement. 110804:57940 VOL ( y1PAG GI 77 CONFIDENTIAL In no event shall EHS, its affiliates, directors, officers, employees, agents and parent be liable for (i) any third party claims against Sponsor, its affiliates, directors, officers, employees, agents or parent for losses or damages except for the indemnification provisions set forth in this Agreement, or (ii) any indirect, special, incidental, consequential (including lost profit or savings) damages, even if EHS is informed of their possibility. Each party agrees to defend, indemnify and hold harmless the other party, its affiliates and each of their respective directors, officers, employees, agents or assigns from and against any and all actions, causes of action, claims, suits and demands whatsoever, and from all damages, liabilities, costs, charges, debts, fines, government investigations, proceedings, and expenses whatsoever (including reasonable attorneys' fees and expenses related to any litigation or other defense of any claims), which may be asserted or for which they may now or hereafter become subject arising in connection with (i) any misrepresentation, breach of warranty or non-fulfillment of any undertaking on the part of the party, its affiliates, directors, officers, employees, and agents under this Agreement; and (ii) any claims, demands, awards, judgments, actions, and proceedings made by any person or organization arising out of or in any way connected with the party's performance under this Agreement, or that of its affiliates, directors, officers, employees, and agents. Except for any EPS liability or special assessments EHS has agreed to pay under an applicable performance guarantee, if any, in no event shall the liability of EHS, its affiliates, directors, officers, employees, agents and parent entities under or in connection with this Agreement exceed the actual loss or damage to Sponsor, its affiliates, directors, officers, employees and agents up to the amount of the Administrative Fees paid to EHS by Sponsor hereunder for the three (3) month period immediately preceding the date on which the claim arose. However, provided that Sponsor advises EHS of any Invoice error, miscalculation, or discrepancy within thirty (30) days of an Invoice or an independent audit, the inaccurate Invoice amount in question shall be credited in a lump sum manner to Sponsor in the first available Invoice following resolution and agreement of the inaccurate amount in question. The foregoing sentence shall also apply to any credit owed Sponsor arising from the claim processing EHS conducts with Member Pharmacies. If no Invoices are pending, EHS shall pay Sponsor the amounts due directly. XV. ENERAL Assignment. Neither this Agreement nor any of the obligations to be performed hereunder may be assigned, directly or indirectly, by either party without the prior written consent of the other party; provided, however, that the preceding restriction shall not apply to the transfer by EHS of all or substantially all of EHS Claims System processing or. EHS DUR services or to any transfer made by EHS to an affiliate or parent of EHS (or to any entity which succeeds to EHS's business through a sale, merger or other similar corporate change transaction). Any assignment or attempted assignment in violation of this restriction shall be void. This Agreement binds and inures to the benefit of the parties hereto and their permitted successors and assignees. Force Majeure. Neither party shall be liable in any manner for any delay or failure to perform its obligations hereunder which are beyond such party's reasonable control, including without limitation, any delay or failure due to strikes, labor disputes, riots, earthquakes, storms, floods or other extreme weather, fires, explosions, acts of God, embargoes, war or other outbreak of hostilities, delay of carriers, suppliers or telecommunications providers, or government acts or regulations. If the period of non-performance exceeds sixty (60) days, the unaffected party shall have the right to terminate this Agreement by written notice to the affected party, without liability except to pay for services rendered prior to such event. a nty-1 10804:57940 VOL L 114PAG'~ L-c T7_ CONFIDENTIAL Waiver. Any failure by either party to enforce or require the performance by the other party of any of the terms or conditions of this Agreement shall not constitute a waiver of a breach of any such term or condition thereafter occurring. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same agreement. This Agreement shall become binding when one or more counterparts hereof, individual or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Severability. Any invalidity, illegality or unenforceability of any provision of this Agreement in any jurisdiction shall not invalidate or render illegal or unenforceable the remaining provisions hereof in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction. Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of law provisions thereof. Any action or proceeding by or against either party or with respect to or arising out of this Agreement shall be instituted and litigated in the state or federal courts located in the Commonwealth of Pennsylvania. Each party acknowledges that this Agreement was freely and voluntarily negotiated and entered into, and that such parties had the opportunity to review same. Accordingly, the parties agree that this Agreement shall not be interpreted against the drafting party merely by virtue of such party having drafted this Agreement. Further Assurances. Each party further assures the other that it shall reasonably cooperate and reasonably take such action as may be necessary to implement this Agreement. The parties acknowledge that federal, state, local and other laws relating to electronic data security and privacy are rapidly evolving and that amendment of the Agreement maybe required to provide for procedures to ensure compliance with such developments. The parties agree to take such action as is necessary to comply with the standards and requirements of HIPAA, the HIPAA Regulations and other applicable laws relating to the security or confidentiality of PHI, provided that EHS shall not incur additional expenses to comply with such future laws and regulations without a mutually agreed to amendment to this Agreement. Exclusivity. Sponsor agrees that during the term of this Agreement, it shall not utilize the services of another entity to provide the services EHS has agreed to perform under this Agreement. Survival. Any term of this Agreement which by its nature extends beyond the termination or expiration hereof shall survive, including but not limited to indemnities, confidentiality obligations, liability limitations, and dispute resolution provisions. Confidentiality. Each party, as well as its agents and designees, shall keep this Agreement and any business information exchanged hereunder confidential, unless consent for disclosure is obtained from the other party. If disclosure of the Agreement or business information exchanged hereunder is required by law, the affected party shall promptly notify the other party so a protective order can be requested. anty-110804:57940 VOL-- n YJAG F -63 CONFIDENTIAL Entire Agreement and Amendments. This Agreement, together with any Riders, Exhibits, or other attachments hereto, constitutes the entire understanding between the parties hereto with respect to the subject matter hereof. Except as otherwise expressly contemplated herein, no prior oral or written communication with respect to the subject matter hereof, nor any supplement, modification, waiver or amendment of this Agreement unless executed in writing by the parties hereto, shall be binding. Notwithstanding the provisions of this Section, EHS may amend this Agreement or any attachment hereto without the consent of Sponsor in order for this Agreement to fully comply with all applicable federal, state or local laws and regulations; provided however that EHS notifies Sponsor of such amendment. by N WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed espective officers or representatives duly authorized so to do. TDI MffAGED CARE SERVICES, INC. d/b/a S By: Nami Title: Date: BRAZOS By: Name: Title: Qe Date: l/(co~~CaCX-F 10804:57940 VO L G 'PAGE CONFIDENTIAL EXHIBIT A A. B. C. D. E. PRICING AND ADMINISTRATIVE FEES AIL PHARMACY PRICING: The lower of Usual and Customary or: ND DRUGS: AWP -15% + $2.25 Dispensing Fee GENERIC DRUGS: NetMAC + $2.25 Dispensing Fee I-MAC GENERIC DRUGS: AWP -15% + $2.25 Dispensing Fee _ SERVICE PHARMACY PRICING: DRUGS: C GENERIC DRUGS: WMAC GENERIC DRUGS: =CIALTY PHARMACY PRICING: AWP -21% + $1.00 Dispensing Fee NetMAC + $1.00 Dispensing Fee AWP -21% + $1.00 Dispensing Fee AWP -15% + $2.50 Dispensing Fee DMINISTRATIVE FEES: ETAIL BASE CLAIMS PROCESSING FEE (PER PAID/REVERSED CLAIM) $0.25 AIL BASE CLAIMS PROCESSING FEE (PER PAID/REVERSED CLAIM) $0.25 IRECT MEMBER REIMBURSEMENT (PER SUBMITTED CLAIM) $1.50 OREIGN DIRECT MEMBER REIMBURSEMENT (PER SUBMITTED CLAIM) $5.00 UBMISSION OF ELIGIBILITY (FROM PAPER DOCUMENTS) Start Up (Per Person) ($250 minimum) $1.00 Updates (Per Person) $1.00 (EHS will not bill client for less than 25 manual updates per month) DDITIONAUREPLACEMENT ID CARDS (SET OF TWO) $1.00 (Two EHS identification cards included in base fee) EBATE AMOUNT: 1.35 per all paid retail and $4.45 per all paid mail service prescriptions, subject to a ormulary Management fee of $0.00 per claim. VOL 0 PAGE 10804:57940 -°'h7 " CONFIDENTIAL F. FEES: EPORTING (OTHER THAN STANDARD) Customized Programming Per Hour $100.00 In the event Sponsor requests EHS to provide non-standard or customized services, including special research projects, reports, system changes to accommodate changes in Sponsor's Plan or system, or other tasks to be specifically performed for and on behalf of Sponsor, EHS may require Sponsor to pay EHS such additional charge as mutually agreed upon by the parties in writing before the services are provided. R COMMUNICATIONS MATERIALS Start up materials include two EHS identification cards, Plan brochure, mail service enrollment and postage paid envelope, and Formulary. (Actual cost of postage will be billed to Sponsor for direct mailings of communication materials to Covered Persons.) There is no charge for bulk shipments of communication materials to Sponsor locations. KER FEES Sponsor represents and warrants to EHS that Third Party Consultant AEL Rx, with offices at 440 First Street, Lake Oswego, Oregon 97034 is acting on Sponsor's behalf unless Sponsor otherwise informs EHS in writing, and that EHS may rely on same. Sponsor acknowledges that EHS is not a party to the agreement between Sponsor and Third Party Consultant, and that EHS may rely on those parties to govern their relationship, including of any disclosures, accordingly. G. ELLANEOUS: PLEMENTATION CREDIT EHS shall credit or pay to Sponsor an Implementation credit of $1.25 per head of household. 110804:57940 VOL W PAG `J TT CONFIDENTIAL EHS BASIC PER CLAIM SERVICES Basic claim services provided in the paid claim fee include: S CLAIMS SYSTEM - A fully automated on-line, real-time claims processing system. S Claims System provides greater ability to tailor prescription drug plans to maximize refits and to utilize a range of proven cost management approaches. ETWORK MANAGEMENT - EHS maintains a Help Desk with 800 number service for the ember Pharmacies to facilitate the point-of-service processing available through the EHS laims System. REHENSIVE REPORT PACKAGE - A standard package of reports includes it cost, utilization control data and savings information related to the specific services CURRENT EHS DUR - EHS Claims System will transmit informational concurrent utilization review messages to Member Pharmacies as described in Exhibit C. IDENTIFICATION CARDS - EHS will provide identification cards in accordance with Ill(B). TOMER SERVICE - EHS maintains a Help Desk with 800 number service for Covered ons to answer inquires concerning Member Pharmacy locations and prescription fit questions. lD57 110804: 57940 T"r CONFIDENTIAL EXHIBIT B MAIL SERVICE PHARMACY A. B. C. ROLLMENT MATERIALS PS will provide to EHS for distribution to Sponsor and/or Covered Persons an enrollment ackage including a carrier envelope, a brochure describing the details of the services rovided, a postage paid order envelope, a Sponsor announcement letter, and patient rofile request forms. ROVISION OF PRESCRIPTION DRUGS PS will provide prescription drugs to all Covered Persons in the United States who have ~ovided EPS with prescription request forms containing sufficient information to maintain a atient profile. Prescriptions will be mailed to Covered Persons within an average three asiness days of receipt of prescription request forms, subject to product availability and e need to contact the Covered Person's physician for prescription clarifications. =CIAL QUALITIES OF EPS Postage paid envelopes for all clients IVR ordering capabilities WEB ordering capabilities Complete order tracking and turn around time statistics and reports Total Quality Management programs for quality assurance and accuracy reporting Therapeutic Drug Management Program for brand to generic drug usage, reporting, and savings to drug spend Therapeutic Drug Brand drug interchange opportunities for changes to less expensive AWP products Specialized biotech product growth hormones, and EDI Transactions for ordering, processing and reporting Toll free 800 number with 24 hour availability of registered pharmacist 7 days/week 0. Dedicated customer service representatives for clients 1. Reporting and guarantees on service levels for average speed to answer calls, and abandoned call rates 2. Bar code technology for fulfillment process 3. Robotics in prescription fulfillment for accuracy in dispensing 4. Client service customer service manager 5. Automated check refunds for overpayments (not coupons or credit vouchers) 6. Each new prescription is reviewed by two different registered pharmacists. nty-110804: 57940 VOL PAGE: ~ G 1't CONFIDENTIAL EXHIBIT C EHS DUR SERVICES ESCRIPTION OF CONCURRENT DUR SERVICES EHS shall provide the EHS concurrent DUR system, which operates through the EHS Claims System. The EHS Claims System will edit claims for the following: 1. Acute/Maintenance Dose Editing 2. Drug Regimen Compliance Checking 3. Drug/Drug Interaction Edits 4. Drug Interactions Conflict Code DD 5. Drug-Inferred Health State Checks 6. Drug to Age Checking 7. Drug to Sex Edit Checking 8. Duplicate Therapy Checking 9. Duplicate Rx Checking 10. FDB/MS Duplicate Therapy 11. Late Refill Check ESCRIPTION OF RETROSPECTIVE DUR SERVICES EHS shall provide the EHS Retrospective DUR system, which operates through the EHS Claims System. The EHS Claims System will edit claims for the following: 1. Drug/Drug Interaction In addition, if requested by Sponsor, the EHS Claims System will also edit claims for the following: 1. Acute Frequency - Proton Pump Inhibitor Program 2. Brand to Generic (DAW1) 3. High Utilization 4. Retail to Mail 5. Therapeutic Duplication EHS shall perform the following either on its own or through its affiliate EPS: 1. Analyze available Covered Person data to determine appropriateness and cost effectiveness of prior drug usage and historical prescribing patterns as indicated by EHS's computerized retrospective management edits outlined above. 110804: 57940.,. i"F CONFIDENTIAL 2. Based upon the foregoing analysis, contact the prescriber, pharmacy, or Covered Person where appropriate to suggest modifications to current or future therapy. 3. Provide Sponsor with monthly reports of EHS's activity relating to the interventions deemed appropriate. 4. Provide Sponsor with monthly reports of the savings relating to the interventions deemed appropriate. 5. Beginning six (6) months after the Effective Date, invoice Sponsor on a monthly basis for fifty percent (50%) of the cost savings realized as a result of EHS's operation of the Retrospective Drug Utilization Review. A line item charge equal to fifty percent (50%) of the Total Savings amount for the invoice period will appear on the monthly invoice. Sponsor shall pay EHS for the Retrospective DUR cost savings within ten (10) days after receipt of the invoice, as outlined in the Sponsor Agreement. Ill. IfHARMACIST DISCRETION he information generated in connection with EHS DUR services is intended as an formational guide to, and not a substitute for, the knowledge, expertise, skill, and dgment of physicians, pharmacists, or other health care providers. Sponsor ;knowledges and agrees that the EHS DUR system will provide information to the ember Pharmacy, but the EHS DUR system cannot prevent Member Pharmacies from spensing prescriptions or providing other goods and services in opposition to information ey receive through the EHS DUR system. Sponsor acknowledges that Member harmacies are individually responsible for acting or not acting upon information generated 1d transmitted through the EHS DUR system, and for performing services in each risdiction consistent with the scope of their licenses. r concurrent DUR programs, EHS, on behalf of Sponsor, shall advise Member armacies that the EHS DUR system should not be relied upon as a substitute for their )fessional judgment. IV. PATIENT INFORMATION LIMITATIONS ie EHS DUR system is necessarily limited by the amount of Covered Person information put into the EHS Claims System from prescription claims and from information provided Sponsor. Meaningful Covered Person information which may not be available to EHS r purposes hereof, includes, but is not limited to, Covered Person diagnoses, utilization of -ugs obtained without utilizing the EHS Claims System and weight and other physical iosyncrasies of a Covered Person. EHS shall have no affirmative obligation to acquire formation concerning any Covered Person where information is insufficient or not (ailable to enable the EHS DUR system to determine whether or not intervention or porting is indicated. e EHS concurrent DUR system is highly automated, without any individual review in most -umstances. )ective DUR programs utilize systematic filters in conjunction with clinical pharmacist to target interventions. ~2, /00 110804:57940 Vol , ; t] P' CONFIDENTIAL V. HS DATABASE LIMITATIONS he EHS DUR database is a collection of databases of clinical drug data and drug ispensing information developed and maintained partly by EHS and partly by independent rug database companies. Sponsor acknowledges and agrees that EHS has and may onsult with outside software and other vendors, as well as consulting health care rofessionals and any recognized compendia, to provide databases and other information s EHS deems necessary or helpful to include in the EHS DUR database. EHS shall ndeavor to update the EHS DUR database on a reasonable basis to reflect changes in tandards for pharmaceutical prescribing; however, Sponsor acknowledges that no atabase will contain all currently available information on accepted medical practice or rescribing practices. In most cases, vendors and professionals limit or exclude warranties :garding the information or services provided to EHS. Such limitations and exclusions are corporated into Article XIV by this reference. BASED UPON THE FOREGOING, PONSOR FURTHER ACKNOWLEDGES AND AGREES THAT EHS SHALL NOT BE IABLE FOR ANY TORTS, COSTS, DAMAGES, EXPENSES, CLAIMS, SUITS OR ROCEEDINGS OF ANY TYPE ARISING IN CONNECTION WITH (1) MEDICAL OR CIENTIFIC JUDGMENTS MADE IN CREATING THE EHS DUR DATABASE OR ANY THER DATABASES AND REPORTS UPON WHICH THE EHS DUR SERVICES ARE ASED OR (II) ANY FAILURE TO INCLUDE INFORMATION IN THE EHS DUR ATABASE. SA-RMG- zosCounty-1 10804: 57940 23 CONFIDENTIAL EXHIBIT D THERAPEUTIC DRUG MANAGEMENT 'EUTIC DRUG MANAGEMENT PROGRAM EHS shall: 1) Contact the Covered Person or the Covered Person's physician to obtain their consent to convert to a lower cost, therapeutic or generic equivalent medication. 2) With the appropriate consents, convert the Covered Person to a lower cost, therapeutic or generic equivalent medication. 3) Provide Sponsor with monthly reports of drug conversions and cost savings. 4) Invoice Sponsor monthly for one-half of the cost savings. 5) Allow either Covered Person or physician to opt out of the therapeutic drug management program. If physician opts out, EHS shall not contact physician or his/her patient Covered Persons for the therapeutic drug management program. Sponsor shall pay EPS or EHS, as directed by EHS, one-half the cost savings within ten (10) days after receipt of an invoice thereof by electronic funds transfer. Each party has the right to cancel the foregoing therapeutic drug management program upon thirty (30) days written notice to the other party. Kx-A nty-110804: 57940 24 CONFIDENTIAL RIDER 1 TO THE TDI MANAGED CARE SERVICES, INC. D/B/A EHS SPONSOR AGREEMENT SPECIAL PROVISIONS FOR BRAZOS COUNTY. A cabilit . Brazos County with a principal place of business at 300 East 26th Street, Suite 10 Bryan, Texas 77803 ("Sponsor", which is acting on behalf of its Plan) has entered into the TD (Managed Care Services, Inc. d/b/a EHS Sponsor Agreement (the "Sponsor Agreement") wit TDI Managed Care Services, Inc. d/b/a EHS, with principal place of business at 620 20p on Drive, Pittsburgh, Pennsylvania 15238 ("EHS") with an Effective Date of January 1, Iflict. under which EHS has made its retail pharmacy network and its mail service pharmacy affe, Thrift Drug, Inc. d/b/a Express Pharmacy Services, with a place of business at 620 Ep n Drive, Pittsburgh, Pennsylvania 15238 ("EPS") available to Sponsor's Covered Pe ns. To the extent of a conflict between this Rider and the Sponsor Agreement and any Ex its thereto, this Rider shall govern. However, mere silence on a matter shall not constitute a (Capitalized terms not specifically defined in this Rider have the same meaning attted to them in the Sponsor Agreement). 1. Ac4~unt Management EHS will make a representative available for a minimum of four (4) account management meetings per year, or such other number as is agreed to by both EHS and Sponsor. Account management meetings are defined as scheduled meetings with Sponsor's designated benefit representative(s) to review plan utilization, performance, and/or financial status. Liq One thousand five hundred dollars ($1,500) penalty per scheduled meeting missed by EHS, provided that EHS was provided with timely notice of such meeting. EHS will monitor on a quarterly basis and document and report results annually relative to this guarantee within thirty (30) days following the end of the Sponsor Agreement year. 2. Culloomer Service: Telephone Inquiries Liq Customer Service Response Time: Average time to answer customer service calls will be thirty (30) seconds or less, based on EHS's book-of- business statistics. Telephone inquiries are defined as those telephone calls received by EHS' customer service department from Covered Persons. Business day is defined as normal working day Monday through Friday 9:00 AM until 5:00 PM Eastern Time, excluding holidays, that EHS administrative offices are open to conduct business. Fifteen percent (15%) of the total management fees collected annually if this standard is not met. 110804:57940 25 rr _ _ _ CONFIDENTIAL rement EHS will monitor on a monthly basis and document and report results annually relative to this guarantee within thirty (30) days following the end of the Sponsor Agreement year. 3. M#1I Service Prescription Turnaround Time: Routine Prescriptions ard: Average annual turnaround time for prescriptions received during each year of the plan, requiring no intervention in business days measured from date mail order prescription received to date mail order prescription shipped will be two (2) business days or less. A minimum annual volume of 5,000 mail service prescriptions applies. Pharmacist-approved prescriptions are defined as those prescriptions for which product is available at EPS and which do not require a pharmacist to contact the prescriber/physician for clarification, consultation, or intervention before dispensing. Prescriptions requiring intervention are defined as those prescriptions for which eligibility issues exist or the product is not available at EPS and/or which require the pharmacist to contact the presciber/physician or Covered Person for clarification, consultation, or other intervention before dispensing. Business day is defined as Monday through Friday, excluding holidays, that EPS is open for dispensing prescriptions. Twenty percent (20%) of the total management fees collected annually, during each year of the plan, if this standard is not met. rement EHS will monitor on a monthly basis and document and report results annually relative to this guarantee within thirty (30) days following the end of the Sponsor Agreement year. 4. M1111 Service Dispensing Accuracy ard: Ninety-nine and seventy-five hundredths of a percent (99.75% or 0.9975) or greater of prescriptions will be dispensed by EPS with no errors. A minimum annual volume of 5,000 mail service prescriptions applies. ition: A dispensing error is defined as incorrect medication or incorrect strength. Liq dated Da ages: Twenty percent (20%) of the total management fees collected annually if this standard is not met. Me urement Cri ria: EHS will monitor on a monthly basis and document and report results annually relative to this guarantee within thirty (30) days following the end of the Sponsor Agreement year. 5. I.DJ Card Production New ID Cards will be produced and released for distribution within an average of four (4) business days from receipt of an accepted and released eligibility file. A new ID card is defined as the initial ID Card(s) that is provided to a participating program Head-of-household upon enrollment in the program. ~Ef 110804:57940 ~6~ TT _ CONFIDENTIAL idated Ten percent (10%) of the total management fees collected in the first year of the Sponsor Agreement if this standard is not met. EHS will monitor on a monthly basis and document and report results annually relative to this guarantee with a final reconciliation within thirty (30) business days following the end of the respective Sponsor Agreement year, as set forth above. 6. C"ms Processing Turnaround Time - Clean Claims Paper claims not requiring additional review will be released for reimbursement or responded to within an average of seven (7) business days from receipt, based on a book of business basis. ition: Paper claim is defined as each prescription claim contained on the Direct Member Reimbursement (DMR) form which is keyed into the EHS pharmacy claims system. Business day is defined as any day from Monday through Friday from 9:00 AM until 5:00 PM Eastern Time, excluding holidays, that our administrative offices are open to conduct business. Fifty percent (50%) of the total paper claim management fees collected annually if this standard is not met. EHS will monitor on a monthly basis, and document and report results relative to this guarantee annually, within thirty (30) days following the end of the Sponsor Agreement year. 7. Agkiegate Limit of Performance Standards above performance guarantees are subject to an aggregate annual penalty limit of eighty )ercent (85%0) of the total management fees collected for that given year. al Agreement Regarding Guarantees. If either EHS or EPS is prohibited or prevented in ay from performing any of the above guarantees as a result of Sponsor's failure to n any of its obligations as set forth in the Sponsor Agreement or as a result, directly or tly, of any change in federal, state, or local law, regulation or agency action, or for any beyond EHS' or EPS' control, including without limitation, acts of God or the public flood or storm, or strikes, EHS and EPS shall not be in breach of such guarantees or be d to pay any special assessment associated with such guarantees. Pa r1hent of Guarantees. EHS shall refund any amounts owed to Sponsor under this-Rider by l ing such amounts to pending invoices within sixty (60) days following the anniversary of the pplicable Sponsor Agreement year, or if no such invoices are pending, by direct payment cr111 to 2onsor. 110804:57940 4 " 6 G tT CONFIDENTIAL T 40m. This Rider shall be effective as of January 1, 2004 and shall continue until December 3 , 2006. AGREED T0: TDI M 'NAGED CARE SERVICES, INC. BRAZOS COUNTY d/b/a S By: By: Name Name: n S Title: Title: l s yn~ Sr~a. , Date: Date: t t ~LCo ~ 2nL34 SA-RMG razosCounty-110804:57940 1 ~w ~Q A. The AI B. The I of all the fd Group Group By., Date_ I Item Five Administrative Charges and Credits lstrative Charge, calculated Monthly, shall be equal to the sum of the amounts obtained by the total number of covered Subscriber Units by category by the appropriate factors shown ne~ital $4.16 For each composite Subscriber Unit Nation Administrative Charge shall be equal to the amount obtained by multiplying the sum red Subscriber Units during the three Months immediately preceding the date of termination by shown below. Dental $2 -33 For each composite Subscriber Unit Item Six Plan Coverage Plan's Health Benefit flare coverage inclusive of the following: D Managed Health Care coverage editional (Out-of-Area) Indemnity Benefit coverage mprehensive Dental Care coverage of County Brazos Blue Cross and Blue Shied of Texas l~ By: lLG_ Patricia Hemingway ident Date: :IN - N . 'ry^, V, A M. V~ 411 Form No. A. (Rev.03)/SCH Page 3 4P A G~ 80950JAN.04 .2 Brazos County Administrative Services Dental AD= 1/1/2005 Composite ANNUAL" 705 705 'RATI CHARGE $4.16 $35,194 ' This nual projection is based on the current enrollment; the actual results will differ. TERMINATION Run-Off Adnii istration $2.93 $6,197 Upon ter I ination, the run-off factors above will be multiplied times the total of all memberships actually posed during each of the three months immediately preceding contract termination and the ult will be the obligation of the Employer; the TOTAL above is based on the current enrollme . (The Run-Off Administration amount is due and payable whether or not BCBST process the run-off claims.) -an el fi ctive date no later than 1/1/2005 -Emp er maintaining current contribution percentage levels -mini m enrollment of 705 employees, with approximately 38% covering dependents -a m hly enrollment of no fewer than 670 employees -fees clude broker fees and commissions -The finitions, limitations, exclusions, and contract provisions of the BCBSTX Administrative Services Agreement, Cla Jes Administrative Document and the BCBSTX Master Benefit Plan Document will be applicable unless specked otherwise -no a tional taxes being imposed and no increase in existing taxes -BCB X being the only carrier offered - stan rd BCBSTX benefits, reports, services, and materials -Our do not include an Agent of Record commission. • Cos ssociated with special services or custom materials provided by BCBSTX will be supp ental billed separate and apart from the Administrative Charges outlined on this ib1t. The employer is rl+onsible for any Administrative Services Taxes due for benefits paid under the proposed Agreem0 t. County of Brazos Dental.16521 DEFANGED-xis 64 Prim' &8 Page 1 C O per„ 7 Aa eD Vl 3 3 c z H m fD fD T fD fp O ?s S ~ « µ yi Y ro N A A V m W C~ Ch COii W N W ~ O co O ro OR 0 0 lT In Subject: B S Dental Renewal @cstx.gov>, <joconnell@cstx.gov>, <ckirk@bryantx.gov>, <lnich @co.brazos.tx.us> To: <jwillia f;-Irimes(d)bcbstx.com> Cc: <Lana BCBS has Mgreed to a rate pass on the dental for 1/1/05-12/31/05. Jarrad Wi McGriff, S els and Williams (469) 232 64 ph (469)232-: ! 1 05 fx (214) 435 49 cell jwills@mc ff.com www.mca com Printed for 44raine Nichols <lnichols@co.brazos.tx.us> Page 1 of 1' 11/10/2004 /I BRAZOS COUNTY BRYAN. TEXAS BRAZOSCOUNTY RESOLUTION `Whereas, the Commissioners Court of Brazos County has previously authorized funding for a part-time Magistrate and confirmed the appointment of Dana Zachary to serve as the Magistrate for Brazos County under Texas Government Code §54.1101 et. seq.; and Whereas, Texas Government Code §54.1106 authorizes the judge of a court in this county having family law jurisdiction to refer to a magistrate any matter that may be referred to an Associate Judge (formerly known as Family Law Masters) appointed under the Family Code; and 'Whereas, Texas Family Code §201.001 authorizes the judge of a court in this county having jurisdiction of a suit under Titles 1, 4 and 5 of the Texas Family Code to appoint a full-time or part-time associate judge to perform any of the duties authorized with the consent and approval of the Commissioners Court, to jointly appoint one or more magistrates to serve the courts in this county; and `GlNereas; Texas Family Code §51.04 authorizes the Juvenile Board in Brazos County, to appoint a referee to conduct hearings under Title 3 of the Texas Family Code; and 40ereas, the Honorable Reva L. Towslee Corbett, the Juvenile Referee for Brazos County since January 1, 1997, has tendered her resignation to be effective on December 3, 2004, due to her election as Presiding Judge of the 335h District Court serving Austin, Bastrop, Burleson, and Washington Counties; and `Whereas, the judges of the district courts and county courts at law in Brazos County have requested the Commissioners Court to authorize the Magistrate to assume the duties of an Associate Judge and Juvenile Referee; and 'Whereas, the Commissioners Court is of the opinion that the authorization for the magistrate to assume the duties authorized for an Associate Judge and Juvenile Referee under the Texas Family Code is in the best interest of the citizens of Brazos County; Be It There ,fore 4jrsorw4 that the Commissioners Court of Brazos County, Texas authorizes, consents, approves, and confirms the action of the judges of the district courts and county courts at law and the Juvenile Board of Brazos County, Texas to appoint Dana Zachary, to serve the district and county courts at law and perform any and all duties authorized by law as Magistrate, Associate Judge, and Juvenile Referee, effective November 29, 2004; and Be It Further 4ZfsoCv ,4 that the salary of Dana Zachary, as Magistrate, shall continue to be paid for the remainder of the current fiscal year, as previously approved by this court in the current budget, and as Associate Judge and Juvenile Referee, shall be paid for the remainder of the current fiscal year from the Juvenile Court Referee Division (#25500100) of the General Fund at the annual salary rate of $36,930.00; and Be It Further 4ZFso1wt4 that Dana Zachary, as Magistrate, Associate Judge, and Juvenile Referee, shall be classified for the purposes of receiving employee benefits from Brazos County as a full-time employee; and Be It FurtherWgso`w4 that amount of the magistrate' fee that may be imposed as costs against the nonprevailing party in each case heard by the Magistrate shall continue to be $50.00. APPROVED in Regular Session of the Commissi ners C u azos County, Texas, on this 16`h day of November, 2004. Randy Sims County Judge Commissioner Eric Caldwell Precinct I Commissioner Duane Peters Precinct 2 A6e,.7- Commissioner e y Mallard ~]I Commissioner Carey Cauley Precinc 3 L PAGE Precinct 4 Paolntlon 004.022 W M W U W A W W W N W O N t0 N V N (n N U N A N W N N N O CO (b V (n U A W N O ct) (D V M cn A W N i I A m O O O O O O O O O O O O O O O O O O 's N C> O O O O O O O O 1 cn cn co U U U O A U w Cn w O N U N O U A O A O W U W U W O W O N U N U N O N O U U m CD U U CA O A U A O W U w O N U N O I ' = 2 2 2 2 S 2 2 2 = N w cn w cn w U) U) U) 2 w 2 w 2 w S C/) 2 O a r 2 2 2 2 S 2 2 2 2 2 2 S 2 M D n f n F n F CD CD a CD CD i i CD n i CD i CD CD & CD n CD i CD a m i CD m CD n C CD i cn CD i U) CD i U) ~n C/) i co cn m CD co CD cn m a U) m n w n co m n w n co m Cl C/) CD w m n c~ F D D D D D D D D D D D D D D D D D D D n D n r r r r r r r r r r O =r O O CL < 0 n N n y n S. n N < N n N n to n S. n y n N n N n N n n y n N n < n n 3 3 3 3 3 3 F m U M- N m O O O O O O O 2 O 0 0 0 0 0 0 O O Cn O O O O 1 `2 c, m v7 m m g m m m CD m < s m m m m m m m m >r p evi = f f f E f F j g 0 o o o > > o f a v a a v ' 'n G7 a a s a f e F f F f F F Lo f F F f f La F F m n n n 0 0 0 0 p1 p y a 3 d v d d a Q a a Q a >r >r >r a - 0 >r 0 x 0 >r 0 >r 0 >r O >r O >r O 11 CS ,v n U 9- Q w n N Ir CJ d o N >r CT d o N $ O N JC CJ d n N JC S CD (D fD lD N fD CD lD N CD N N CD (D CD (D < D (D m m m m m m f7i d v7 h v7 h u7 h u7 h u7 a m (D m f N m a (D m N CD CD m CD O Z. 9D 0) a a a a a a a a z O (n X w U X w (P X w O X w (n X w CA X Oo X CD X OD X OD x tlD x (b x OD x C1D x _ OD X OD X _ OD X OD x OD X (b x CA X Oo X (D X OD x OD x A X A X A X A X A X A X A X A X A X p x y m 0 W o w o °D o o a w co 00 co w 0o w ao 0o w w O w C8 w O w O w o w 0 w 0 w o w O w o a 0 -L CO) n , 85 - p N C C C CC < CC C ~ C C C C C C C C C C CC G CC G C C CC G C C CC G C C C C CC G C C C C N IV A W .Z7 .Z1 .Z7 .Z1 w w W w W W W W W W W W W W W W W W W W N N N N N N N N ' Z N N r p ce W O - - r r r . . . . w . . . ~ r Z 0 O al C." C T L" O U A 0 A o W cn W U W O W o N cn N U N N n n O c" O to O n c O cNn O Z O Z O o c c N 3 z °o d, EA EA fA An 69 4 9 1 . EA 0 69 4A fA 69 69 E.9 10 &W to 4A <A 69 fA <.9 69 b9 fA fA d. EA 40% d, M 0 o ;a N , -a w D CO) N m m p p N N O CVii COD O O cn COO O O cn A CVn A cn A ccnn p V U N A V U N A V CA N A V U N A V CA U Oo U m U co U C. U C. U U U V1 f.11 U CT W 1-4 W V W V W U C4 U W V W V W -14 (ww1 -4 O Z v9 69 69 64 69 69 64 69 G9 to 6A 69 69 69 EA EA 69 69 pD 4,+ C. 69 po 69 po 69 po (A co 64 (b 69 L " Vi C n 69 n C 69 64 69 i V 69 n C EA 69 4s 69 S D fr" In C) Z CD N N W V _ A OD A W (b (A CA CA V O (A V O (A V O Of V O O V O U V O (n V O Cn V O . M cn V CA N V M C. V (n N V M cn V Cn N V M U V M N V M U V Cn N V M U V Cn N U oo w U pD m U O co U pp OD U pp m cn pp w U bo OD U bo w U bo Cp cn bo w N 'O D --1 2 D X X 1 Z W Z 00 Z W Z W Z i 3 Z W Z j Z W Z Z Z Z Z Z Z Z Z Z Z Z I Z z Z z I Z Z Z Z Z Z Z Z Z Z Z 4A 69 69 69 3 b9 69 O 4A 69 m 6A 63 69 O 69 W 69 Oo of W 69 W H9 W 69 W 69 W 603, W 69 W 69 ca 69 OB 69 W b9 W 69 M1 69 631 fA iii 1-9 W H9 651 C&e C jy9 W 69 i 69 Oo 69 w 69 jB 69 n A O n D r # a ~ Z N W T U (n (A (n (P , Cn O m O N (A Cn O Cn O 0o (A b. O m Cn o (A OD (P O) Oo O) CA m Cn (A w U (b W (D w (b w (b W (D W C>D W O W (b W OD W (b W (b W (L w (b C7D in OD iD Ip 6 00 6 OD iD O ;D Qo 6 OD 6 C7D in I l l I 1 A V U V U V A V W V N V O U c0 U V U U 'm U a, A a> W O N Q ~ O m CO U U OD U V U 1-1 U U U A U W U N j U O A (D A OD A V A U A U A A -P W A N A O W fD U I,, W V A m U W O W O U U U O O U U U U O U O O O O O O O O O O O O O O O N O N O O v M p ~ c m p 03 o F D O ~ ~ m m ° f a N r. u O v M ~ w m r m i - N m o O n m c CD m m (7 O c z z -i Z a n m m z G N F 0 C7 O c z z I Z D n m v N a x K m z p ~ m O ' f m ~°c K p m a _ ~n v O I) F n~-i N D ~ D v o Q N a m F a N F (D 0 10 D D F m Z a m m 00 -I F o F o~ m F 0 O 5 N F ni a o F I • °0 O 5 M F ci O F I m -V 0 1 o of n W S m m F f CD 0 c~ n O a r m ~ `0 F F O' O.-t m 0 m m W 3 x ~ m of F N 0 o> m W 3 g r o x F Q' ^S --4 A o ni m O z m °F F o~-i N r O a v N Z m v W v o m ~ o F f d 0 F M p z m m m m o a M ff o0 v G) m O C- F ~ 0 m # 0 g to a m X ` 3 g m f ° f: N m ~ = m n m ? N D N r ~ ° L" o a < ~ Q iv 0 (D M a n m m m m 0 a - a n c3 0 c m-a m c M ° F d co o n c3 0 A m m m -i F a ° co o n Z m m C 3 m 9 ~ n m p n m m c z m N F n D m I o a ? cn n c3 0 c 2 m N D m 41 cn n c~ N m c 2 m F F a ^2 " v a a cn n (p C m c Z m f F x ^2 " co o n c3 m F F a - i a co 0 n < F a m co 0 n c m c 3 N f of N v a co 0 n r3 m m c 3 N a m D N Z O p r- m °F F °c O m a v Z °F a m Cn -i p v 2 N F 7j 1 0 O a o 7 2 -a -i Z W O X N A N X U W r N X U W Clo X N N A X U N J> X U W O X O W O X O A 00 X A A W X A cD X m m c0 p) X co o c0 O) X M W O X W O W O X W C. W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W O X W O W Cn X W m R m ? 0 ~W o v N U v N W v N V COC C N `L j C C_ V C C `L p C G .17 C C N .Z7 N P N .Z7 N r C C N C < Cn U W A W N 1V C G .Z7 C G r C C :fl C G r C < .Z7 C j r C C N ZI C G_ N T1 C C_ N r C C N r C C ~ C < ' T7 C G r C G_ r C G ? N C G_ ? v to Z ~h 69 69 6A 69 6A 6A 6A 6% EA fA 6A fA 6A fA f^ fA 69 69 69 69 fA 6A 69 fA 6A 69 6q 6A 69 69 fA fA 69 6A 69 69 fA 69 69 D7 mm X W V C.- O al O I.. n N _ O O ? V A v A N A N N A U A O A U :p O ao U O~ O Oo U O) O Co U C) O A N oo A N Oo A N Oo ? N O A N oo A N po A N O A N W A N Oo A N Oo A N W A N Oo A N w A N w ? N m U m V ZA A N . Oo U m CVn A N . ao U m Uv A N w CA po v U A N W A N Oo A N Z. t0 ( O O O z 69 69 fA 6A 69 fA 69 6A 69 fA fA .6, fA 6A 69 69 69 yq 6A fA fA 69 69 6A 6A 69 69 6A fA 6A 6A 69 69 6q 69 6A fA 6A D r r co 0 z CA U tD to to CO U O U U U O N O N O A O A N N M N t0 V _ (D V t0 V (D V cD V (O V CO r (D V (O V t0 V (D V c0 V CO V c0 V (D V C~71 Lila nn _ tD V C~11 Ln (D V CAJ1 N" (D V CA11 U (O V t0 r CO V A O W 69 69 fA Vi 69 D - -I 2 D A A A V V V n Z C~ z W Z C~ Z W Z Z C~T Z f~ Z W W O W O O O W O Z W Z f~ Z Z W Z I~ Z Z W Z co z z Z Z W z W z b3 z Oj z i Z CD Z 63 z CD z ib z z f~ j z ( iT Z f~Ii Z C~ Z iB T C7 EA 4% 69 69 69 6A 69 4A 69 6A GA 69 69 fA 69 69 fA 69 6A 69 69 Vi 6A 6A 69 69 6A 69 69 69 69 69 69 69 W 69 fp 6A 69 i0 O y 3 r U O) O ? O 1 A N I W SO CD W N N 00. N N m W A V W A V W U V O W U V O W U V O N N <Jt U N N Cn U N N U~ U N N CA Oo N N Cn Oo N N Cn C» N N U O N N U U N N <T U N N Cn U N N U N N Cn U I N N Cn o I N N Cn o N N U O A U Oo U N N U Oo A O) Oo CA N N Cr 40-0 A U W U N N U O > 01 Co U N N Cr M N U O 7i N I po a M m O O O L O O 1 I 1 I O C O M O i C Ii W N ~ O C O co O V 'll Cn A W N O CO O Oo tD OD OD V 0, O) 'll OD Cr OD A cD W Cb N a OD O V CO V -W V V m cn m cn 1 1 L ~ 1 L O m rn O O O O - A Cn O O Cn m m O _ O Cr Cr O O O " m 2 m 2 m 2 m 2 m 2 m 2 K ~ Z v CD T °o a m 2 ~ a a C7 C O T m D A ° C7 a O x 0 Zl 0 0 Tl 0 Z 0 * m * m A O m T m z p m T a z p ° m n CD n m n m n m n m n m n ~p c [U m rn n ~ O --j T m m 1 D p Cn . 7 7 c n C - D v D v D v D O --I _ 'n n D v O co T ) < T v -1 O CL n n C1 n n [i o > CA > 3 O m < m = n .Z1 O Z x 0 0 0 O t m C7 O C7 C) x x -i 2 C1 M T n p C c O CA Cn fn m m Cn C a c m m a g O < C m D o r D O D v D v z o c O Z r O r O r O c r_ r_ O z a z cn m Z Z Z1 c N CD m h m x , ~l r 0 S z O n n n r X C z s a Cn j a) m m m m m C ~ -q ~ m ---1 x % D M M 2 G) z to z m Z m z o~ Z m Z to z to m O o O Cn 0 T m o~ > n<i > o<i > n<i > D m < w x c v -4 v v n G) G) c ° -4 c o z D O CD 3 m m 3 m 3 m m 3 m -I a, m a > > m a v 3 ~i v m m v C) T z n 1 O g ? m c m 0 0 ~ O O z v m O u~ (n u; Cn Cn Cn Cn o F c g , < o O a = f ? tv O m O z x x m r m cmn CC%i O Cn 0 Z O Cn O ~ ~ ° CD m > m > m > m ' m ° m m n f Cn m f y a d o g m z m T D v m o ~ m ~ 9 w m m m z m c D c m x m o0 w 0 ° z z O c> z c > - o2 a U m f > i > 7n > OF > i > , > 'r, > n > r n W m CD o 7 f A n S T O m z O n O m a v T >r O c o o O N 0 o o O n~ = m Q m w 0 G7 G) G) G7 G7 G7 O v CD CD ~ CD CD CD m D D _ D CD m o f m o F ? a O T n m O r Co T ) m ) m @ x n m N m > m > m > m > m > m > m > > > ? f f m k nl Cn x -i z m 0 x m f CD m v, D c D c a c a c D c D c D c v m o o m ° m m n a n _a d cr c n m m `e m r r n fu O 3 3 3 3 , 5 m 3 - g~ m m m m w d f C f 4 -C1 M w CD m ,c o Z C 3 C C 3 C c 3 c 3 C B n n o ~S i FS m TS m u7 .^S m u7 (p m T3 m m 0 m sv m C < < O m y m m m >r m v CD F v m f % p p 0 CD 7 ? v 0 u CO X m X w O X CA X O CO X A m X ? CA X OD X W O x C x W W O x W O x W O x W O x W O x W M W M X W O X A W X w O x w O x m N A x N A X N A X O O X W O X m O X A w X w m X w c) X OD x W O X co IR c:> OD N W O O W O W O W O W O W O W O) W O A Oo C" O A co X w W m W CT W M W m W O N A A. N W m W O N A N A m D r N 9, m imp N N o 0 n * * * * x w n N z G7 n N G7 C7 C i 3 n N O ~T t! W N O O W O N O A O ° N O N N O O N O W N co CJ O (T O ~ D C0 v Vi 69 to 69 IS 69 69 G9 69 69 G9 69 1-0 G9 Vi 69 vs G9 69 69 1.4 69 69 69 6n 69 10 69 69 69 69 69 69 G9 69 m m X . Cp W W Cn O O O O O CT O A N CA O A N A N A N A N A O Cn N W m CO N -4 N Cn O Cn N A O A O A O Co V W Cn Cr OD OD CA O A N N O CJ W Z O 69 O 69 O 69 C n 69 O 69 O 69 CC" 19 O G9 O GA O G9 O 69 (A 69 On GA Oo 69 W G9 OD 69 CA 69 CT O 69 IV O 69 N CT 69 1 OD O 69 Cr O !A O O 69 " O 69 Cn O 69 Cr O 69 Cn O 69 C O 69 IJ Cn 69 O O 69 N 69 V Cn 69 CD 69 " Cl 69 V cn 69 D r N G) A ~ CO O A. O N O N 0, N O Cp O V V AJ1 W N N W C" m N CA w 00 m V A CNO co (O OND V N O N CO V V . CO V V CO V V N N V CT N OD V N CO V V OO W O Of O O V Cn O O N N (D V N ;5. CO M OD CD CA CA CO CO m O .A to N O N Cn C" V V O N OD N D V O OVo m O) y 69 fA 69 69 69 69 69 --1 2 D X (Y' m m m O m m Q~ O O P O 6 cn O 0. m m m C> 3 m m m co O m ib aj iii n 69 69 EA 69 EA 69 69 69 69 69 69 64 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 4A 69 69 C69 V! 69 rZ7 1 01 n d" G D r A CT CA V W N _ OD V N OD t0 V A n D N A O 1 W CA N ~ 1 ~2 C O V r O j w W O O N N Cn Oo 1 '4 N Cn O N N U co N N (T OD N N U Oo N l N Cn co w l N O O w N Cn O N I N Cn co m O W CT C W A O A N V N W N Cn O C Oo j C OD ) OC Cr A CD N N (Jt ao A N V N Cn CO OD O W N Cn O N OWD O A Oo OOf 1 ~ tD V CWT1 A W N W O N t0 N O N V N U N CT N N N N O i,: : tD ~ w ' V ; Lt Lt W zt N Jo U O O O O N N O N O N O O O m O N O OU CA O O O O O O O iD m D CD CD D D D D m o m S tD C~ 0 Z c H Z to N tD CD C7 mr W 0 0) W 0) --I C Zl O C7 Cu C7 N T m m m T m m N N - N N tD O V tT N Z Z N p CD o 3. 3 3. =_:3; C. C u7 u7 2 C C C CD m 0 n d 3 I O O co n $ W v o -i m m 1 m --1 m CD O m N o C, @ Cl. 5 2 m 2 m O o N (A r. C1 -0 7 m 7 c d n n n Q Q y~ y j d CD c tU S Z C W p G~ Z Z D Z Z a Z (M c^. m o N m m y y CD m N y CD y N y @ m ~ o c o 4 M 4 tQ Cn (qD Q CD C,) o p 0 3 :3 0 c C ~T CA m W w W 0 0 co > > N N (D < 1 W 0 O ~ m ~ CS ~ 3 Ai w y 4 C L z M Z Z z T z f7/ CD . N 0 j C 7 / y. N CD CD y Cv CL O ~ . < O O - - i [-l T O7 0 0 w 3 N 3 0 m tv 9' L CD m CD o C 3 Z = to 0 0 d M < m fTl m 2 o FiS V to N 0' O @ O @ CO CD 0 n m 0 tD fD cn 0 N 0 Cn 0 Cn m cn m y O N O t0/1 O O = _ O& 8 2 m 7 7 7 7 7 (D y CD N CD N N Cp N 7 0 N 0 y A 0 n G) C N CD (D N O m CL O SR m p W m 7 W o 1 CA m 1 CA m O O C7 O fD 0 C- (CD :j 0 m m 7 N m n Cl) O m W L1 CD _r @ p v CD Cc" W. N m C y (D CD 0 p y g 0 G) G) L7 22 . 'r u7 t ~ cc, ~ O ~ c ~ c m ~ ~ ~ > H 3 j m to D D O D 7 D 7 D - 1 O t3 CD m m N M M _ -4 ri = m N 3 3 * 3 5 3 * 'y" fA m y CD y < lD y rn • 0 C 3 C 3 C 3 C 3 5 C 3 CL CD x CD x m CD x U O tCnl C N O C (n p N (A ~ A A N CA A U CJi x ? X CJ O V N N 12 A2 N D N W N N CD x CD x t0 x tD x CA q A O A OA D N N m C) .U C) Z7 y K f7 A - _ w -4 2 69 64 (A 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 6q 6q 4% E9 69 69 69 69 69 69 69 4q 69 69 W,. m y V CO V OD r r W N co W O O Y O O O O O O CT o N U V Cn O w t0 O CO t0 O V Z C~I V <r O I U O O W O O V fJt O A O O O tD O i V O O O O O C 7t O O O fT O D. Cn O V G O A <n O W O O W O O V CT O A ~I U N O O CO N U U V U 69 fA 69 69, E/q 69 69 fA 69 69 69 69 bq 69 69 EA b9 69 b9 69 69 69 69 69 69 69 69 69 69 69 69 2 D r _N O I7 W J Z W A W N O t0 O W 0 0 AN " ) OD O W A N O O CO U (O A A A in Q) U J N bD C" O to A W O b, Cp U m O 1 A CT 1 ::3 V U IV to W O W N tD N V V + to O W CJ O W IV O W A A N N ? N O m N A W j V U p U W O) CO m N W Op [7 69 69 69 69 69 69 '69 69 bq b9 69 Vi D 2 D X N z W z l~ z z W Z W Z Z ~ Z W z 3 m W z 6 2 [IS O O O A O O OVO O O O O U co n Z t)Ui O tAn O P" CJ W co w V w c0 w co Z z m W z Z Z Z n T O O O U U U U W W Q~ C~ W n t~ 69 69 69 69 69 6A 69 69 6q 69 69 69 69 69 69 69 69 69 69 69 A O ~n W C') W W V U A W Oo tT W N V U Cn C O O A 00 U I! O V U - A V U O W N ~ O O Z CD Z W Z W Z 63 Z W O O W Oo 00 0 Z W (OD O Z Z W Z Z ' W A O A W A W Z m Z w A i.3 ~ N t0 co V U O co a) W (n W Cn A W W 1 j Cn O A W A CD A V A O A Cn A A A W A N Z 4 D m > ~ U) _ O O O O O O O O O O O O N O O O Cn N Cn Cn n o ;10 O C) T x w O m n z .Z1 Cn D O W W T Cn CA fn A A N n n n z z o G) n a ° ° o Q 0 0 0 .'O O .Z) w Z7 r D d O 5 m fn O O p S m o; c N N N D . y m p v 3 D m Z Cm v N m c v_i to o D < (0) O CL O o 0 v jO Z o m c Z y0 y ° n > > o 'D a $ ° w CO co O D to O O m Z 0 ? n o ~ = I I o N > W. m = o m < m D -i D vrm z Z m o i y 3 m Co X m m m m f n f'o ° d CO O In n c) n _ m C. f CL F N . r w = z v z m o v > > f O (D (7 n O O I N D m 7c y m o n m< z r 0 m m o o D ic z O (n m y Q v I i m m ° N r m m O m p w m m n ? n C j 0' O v v :3 E M O --I Z M-A m w I m m iv x • U CO A Z Z Z m O w G7 m p c v m m a 0" G) G) v z D m 0 ~ O m m y x ° b o o a 0 o z _ = m n G7 m m o N c r n N v z> C n v m z 0 n m m z a C C7 O N z v ~ D ~ 0 o z m p O O O X m w m 't m a) 0 _ N C < m Jc) I7 ~ CO r- X Z < O r' !TI T N N 1 A N N A O r Z G v 0 m j 4 x x x x x N x x x x x X ° X o a; yFl = O Czi~ o '13 rn C)o c rn a) b W m M -n (n i CD o a O G) z = r m z z Z m z n r T CO) r- M v m v i _ O c~ m Z M CO G) O w o * < L7 Cn Z7 :II fn CA Cn CA Cn .Z7 N D -i c z A 2 r ~ ? Oo (50 W W csi N A W A N N ~ b N [U G) Z x < cn Vcn Kp v . D m T n P. C ~ - 1 < m i m v cn w!2 m W Z = ax y to to Ea En En ev vi w+ Fn to Es. Es, Es+ vi En v+ z z n x N o a o O O p D m T n > Z f!) D m : T m m m m z C G) T ;a U) p _ C C7 0 C 'TI O D m C A A W O) O) O 2 ~V r m C j Cn r A O O fT W W Oo 0 Cn W CNi) W O v O 2 L" O IV O (T O C." O Cn O W V -l Cn io V IV O Cn O (n O Cn W G V in oo O Z ~ O V O Cn O O O C m ~ Or G) to ~&e 1.9 En to to En to to to c~ to to En <n Z 2 d O O O m z O D x P p ~ 0 CO U) - r ;10 r O m N r n N p CS co m ~ cmn m ~ z CC O Z W Cn OD O A N U) A CT A N Cn 8 O O co T (n N O O A A 0) (D io O io (P O A O Co in fr p V O O Z Oo A A V = 7C f) m z N O co Cn Cb A O CD A V V W ~ = m N =1 to Z m -0 Gzi O -Di rn O m C13 s O O X z G) O ~ Z z z z z z z z z z z Z Z z z 2 z c i, a ao a ao m a 3 ~ W aj ~ v7 aD b5 ao iB ~ v+ ~ Gq En to En Fn En En V) En tsi 44 En vi 'Go 4n to X O C) D q. • S ! ~'.r. Cn CT r W N W A Cn ~ ~ W N 00 (7o N Cn o i-a m o N b) W in Ib m O 0 O o m bo N o N in O in O m O o O Z W o O rn C.0 o O I 00 m