HomeMy WebLinkAboutCardinal Health 110, LLC - ContractMMCAP Contract No. MMS10001
STATE OF MINNESOTA
DEPARTMENT OF ADMINISTRATION
MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY
This contract is between MMCAP of Minnesota, acting through its Commissioner of Administration, on behalf of the
Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Cardinal Health 110, Inc. and Cardinal Health
411, Inc. (collectively, "Vendor"), 7000 Cardinal Place, Dublin, OH 43015.
Recitals
1. Under Minn. Stat. § 16C.03, the Commissioner of Administration, on behalf of MMCAP, is empowered to engage
such assistance as deemed necessary.
2. MMCAP is a group purchasing organization of government -run health care facilities which contracts for
pharmaceuticals and certain health care products for its members' use. Participation in MMCAP is limited to facilities
within member states that are specifically permitted by the member state's statutes to purchase goods from the
member state's contracts. Participation is generally available to facilities run by state agencies, cities, townships, and
counties.
3. The Vendor wishes to contract with MMCAP to provide the services of a pharmaceutical prime vendor to distribute
pharmaceuticals, OTCs, nutritionals, and vaccines (other than influenza vaccines).
Contract
1 Term of Contract
1.1 Effective date: November 30, 2009, or the date MMCAP obtains all required signatures under Minnesota
Statutes Section 16C.05, subdivision 2, whichever is later.
The Vendor must not begin work under this contract until this contract is fully executed and the Vendor
has been notified by MMCAP's Authorized Representative to begin the work. Further, the pricing and
other benefits offered under this contract will not be available until all required signatures are obtained
as set forth above.
1.2 Expiration date: October 31, 2011, or until all obligations have been satisfactorily fulfilled, whichever occurs
first. The Contract may be extended for up to three (3) additional one (1)-year periods based on written
acceptance of both parties, for a total term not to exceed five (5) years. .
1.3 Survival of Terms. The following clauses survive the expiration or cancellation of this Contract: 8 Notices; 9
Assignment, Amendments, Waiver, and Contract Complete; 10 Liability; 11 Audits; 12 Government Data
Practices; 13 Intellectual Property and Data; 15 Publicity and Endorsement; 16 Governing Law, Jurisdiction,
and Venue; 36 State Terms and Participation.
2 Definitions
The definitions set forth in the Attachments attached and incorporated herein shall apply to this Contract.
3 Time
The Vendor must comply with all the time requirements described in this contract. In the performance of this
contract, time is of the essence.
4 Vendor's Duties
The Vendor, who is not a state employee, will provide services in accordance with the Attachments as attached and
incorporated herein.
5 Fees and Payment
5.1 Fees. Subject to Attachment B, as attached and incorporated herein, all changes to the MMCAP Service
Fee Matrix will be communicated to the MMCAP Office in writing with a minimum of five (5) business
days notice. Vendor service fees may only change on a quarterly or less frequent basis.
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5.2 Additional Fees. Subject to Attachment B, no fee, percentage, or other cost may be added to the products
purchased under the MMCAP contract unless the fee, percentage, or cost is defined and approved in
writing by MMCAP and a formal amendment is executed.
5.3 Retainage. If applicable, under Minnesota Statutes Section 16C.08, subdivision 5(b), no more than 90%
of the amount due under this contract may be paid until the final product of this contract has been
reviewed by MMCAP's agency head and/or where applicable, an MMCAP Member located in
Minnesota. The balance due will be paid when MMCAP's agency head and/or where applicable, an
MMCAP Member located in Minnesota determines that the Vendor has satisfactorily fulfilled all the
terms of this contract.
5.4 Federal funds. Payments under this contract may be made from federal funds. The Vendor is
responsible for compliance with all federal requirements imposed on these funds and accepts full financial
responsibility for any requirements imposed by the Vendor's failure to comply with federal requirements.
6 Conditions of Payment
All services provided by the Vendor under this contract must be performed to MMCAP's satisfaction (directed by
the MMCAP Participating Facility or MMCAP Member)„ as determined at the reasonable discretion of
MMCAP's Authorized Representative, and in accordance with all applicable federal, state, and local laws,
ordinances, rules, and regulations. The Vendor will not receive payment for work found by MMCAP (directed by
the MMCAP Participating Facility or MMCAP Member) to be unsatisfactory or performed in violation of federal,
state, or local law.
7 Authorized Representatives
MMCAP's Authorized Representative is Alan Dahlgren, MMCAP Managing Director, or his/her successor, and
has the responsibility to monitor the Vendor's performance and the authority to accept the services provided to
MMCAP under this contract.
The Vendor's Authorized Representative is Don Lyle, Vice President — Account Management, 7000 Cardinal
Place, Dublin, OH 43017, (614) 757-7782, or his/her successor. If the Vendor's Authorized Representative
changes at any time during this contract, the Vendor must immediately notify MMCAP.
8 Notices. If one party is required to provide legal notice or notice under the terms of the contract to the other, such
notice will be in writing and will be effective upon receipt. Delivery shall be by certified United States mail or by
facsimile transmission provided the receipt of the transmission is confirmed by the receiving party. Either party
must notify the other of a change in address for notification purposes. All notices to MMCAP should be
addressed as follows:
MMCAP Managing Director Vendor
50 Sherburne Avenue, Suite 112 7000 Cardinal Place
St. Paul, MN 55155 Dublin, OH 43017
Fax: 651.297.3996 Fax: 614.757.8782
9 Assignment, Amendments, Waiver, and Contract Complete
9.1 Assignment. Neither party may assign or transfer any rights or obligations under this contract without the
prior consent of the other party and a fully executed Assignment Agreement, executed and approved by the
same parties who executed and approved this contract, or their successors in office.
9.2 Amendments. Any amendment to this contract must be in writing and will not be effective until it has been
executed and approved by the same parties who executed and approved the original contract, or their
successors in office. THE VENDOR SHALL NOT ENTER INTO ANY ADDITIONAL AGREEMENT,
WITH ANY MMMCAP MEMBER OR MMACP PARTICIPATING FACILITY, ARISING FROM
THIS AGREEMENT OR SIMILAR SERVICES, OR AMEND THIS AGREEMENT IN ANY WAY,
WITHOUT THE WRITTEN AUTHORIZATION OF MMCAP'S MANAGING DIRECTOR.
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9.3 Waiver. If either party fails to enforce any provision of this contract, that failure does not waive the provision
or its right to enforce it.
9.4 Contract Complete. This contract contains all negotiations and agreements between MMCAP and the
Contractor. No other understanding regarding this contract, whether written or oral, may be used to bind
either party.
10 Liability
The Vendor must indemnify, save, and hold MMCAP, MMCAP Members and the State of Minnesota, its agents,
and employees harmless from any claims or causes of action, including reasonable attorney's fees incurred by
MMCAP, arising from the performance of this contract by the Vendor or the Vendor's agents or employees. This
clause will not be construed to bar any legal remedies the Vendor may have for MMCAP's failure to fulfill its
obligations under this contract.
VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL
VENDOR BE LIABLE TO THE STATE, MMCAP, ANY MMCAP MEMBER OR ANY MMCAP PARTICIPATING
FACILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL CLAIMS, SPECIAL LIABILITIES OR
SPECIAL DAMAGES.
11 Audits
11.1 Under Minn. Stat. § 16C.05, subd. 5, the Vendor's books, records, documents, and accounting procedures
and practices relevant to this contract are subject to examination by the State, MMCAP, and/or the State
Auditor or Legislative Auditor, as appropriate, for a minimum of six (6) years from the end of this contract.
11.2 The MMCAP Office and any MMCAP Participating Facility Vendor serves shall have the right to audit
Vendor to determine the validity of invoice pricing. Audits may be conducted by representatives of
MMCAP in collaboration with other state and federal authorities.
11.3 Such audits may be conducted only during ordinary business hours and upon reasonable prior notice. The
Vendor and MMCAP and/or the MMCAP Participating Facility shall each be responsible for its own costs
associated with any audit, including reasonable costs related to the production of records and/or other
documents requested by the other party.
12 Government Data Practices and Intellectual Property
12.1. Government Data Practices. The Vendor and State must comply with the Minnesota Government Data
Practices Act, Minn. Stat. Ch. 13, (or, if MMCAP contracting party is part of the judicial branch, with the
Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as
the same may be amended from time to time) as it applies to all data provided by MMCAP under this
contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated
by the Vendor under this contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data
governed by the Minnesota Government Practices Act, Minn. Stat. Ch. 13, by either the Vendor or
MMCAP.
If the Vendor receives a request to release the data referred to in this Clause, the Vendor must immediately
notify MMCAP. MMCAP will give the Vendor instructions concerning the release of the data to the
requesting party before the data is released.
13 Intellectual Property and Data
13.1 MMCAP owns all rights, title, and interest in MMCAP customer data, sales transaction data, DEA/HIN
information (subject to third -party rights), contract pricing, EDI transaction data, reverse distribution data, and
payment data, including copyrights and trade secrets contained therein. MMCAP grants to Vendor an unlimited,
non -revocable, nontransferable, fully paid license, for the term of this contract, to (i) release state specific data to
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an MMCAP Member's State Contact, MMCAP Participating Facilities; (ii) release any of the above data to
product manufacturers, when necessary for the performance of this contract or as required by Vendor's
agreements with such product manufacturers; (iii) to release any of the above data to other MMCAP-approved
third parties, when necessary for the performance of this contract; (iv) to provide MMCAP Participating Facility
purchase data to aggregators, including IMS Health and NDC Health, subject to Vendor's reasonable efforts to
require such data aggregators to protect any identifiable data from discovery by another third party; and (v) to
provide MMCAP Participating Facility purchase data to other group purchasing organizations of which the
MMCAP Participating Facility is also a member, provided such data will not include MMCAP-identifiable data.
Any MMCAP identifiable data provided hereunder to a third party must identify the data as MMCAP data and
subject to Minn. Stat. Ch. 13. Vendor hereby agrees that in the event that an MMCAP Member or MMCAP
Participating Facility requests in writing that its purchase data be kept confidential, such data will not be provided
to third party aggregators.
13.2 Vendor owns all rights, title, and interest to any aggregated data not identifiable as arising from this
contract and any other intellectual property created for or presented to MMCAP. Vendor grants to MMCAP an
unlimited, non -revocable, non -transferable, fully paid license, for the term of this contract, to use all intellectual
property created for or presented to MMCAP under this contract.
13.3 Pre -Existing Intellectual Property. MMCAP and Vendor shall each retain ownership of, and all right
and, title and interest in and to, their respective pre-existing intellectual property. Vendor grants to State an
unlimited, royalty -free, paid up, perpetual, non-exclusive, irrevocable, non -transferable license to use and modify
any pre-existing Vendor intellectual property, including marketing materials and materials contained in
solicitation responses provided by Vendor to MMCAP, an MMCAP Member, or MMCAP Participating Facility.
The aforementioned license is solely for use by MMCAP, an MMCAP Member, or MMCAP Participating
Facility, and its agents related to an internal business purposes.
13.4 Intellectual Property Warranty and Indemnification. Except as otherwise set forth below, Vendor
warrants that any materials, software or products produced by Vendor will not infringe upon or violate any patent,
copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any
third party against MMCAP, MMCAP will promptly notify Vendor. Vendor, at its own expense, will indemnify;
defend to the extent permitted by the Minnesota Attorney General's Office, and hold harmless MMCAP against
any loss, cost, expense, or liability (including reasonable legal fees) arising out of such a claim, whether or not
such claim is successful against MMCAP.
If such a claim has occurred, or in the Vendor's opinion is likely to occur, the Vendor will either procure for
MMCAP the right to continue using the materials or products or replacement or modified materials or products.
If an option satisfactory to MMCAP is not reasonably available, MMCAP will return the materials or products to
the Vendor, upon written request of the Vendor and at the Vendor's expense. This remedy is in addition to any
other remedy provided by law.
In the event of a third party claim of infringement by any material, software or product provided by Vendor or
utilized by Vendor in the performance of this contract, but produced by a third party, Vendor's indemnification
obligations set forth in Section 13.4 shall apply to the extent that the third party's indemnification obligation to
the Vendor is available to MMCAP or Vendor will assist MMCAP in tender of such claim directly to the
manufacturer of such material, software or product.
14 Workers' Compensation and Other Insurance
Vendor certifies that it is in compliance with all insurance requirements specified in the solicitation document
relevant to this contract. Vendor shall not commence work under the contract until they have obtained all the
insurance specified in the solicitation document. Vendor shall maintain such insurance in force and effect
throughout the term of the contract.
Further, the Vendor certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, pertaining to workers'
compensation insurance coverage. The Vendor's employees and agents will not be considered State employees.
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Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees or
agents and any claims made by any third party as a consequence of any act or omission on the part of these
employees or agents are in no way MMCAP's obligation or responsibility.
A. Vendor shall not commence work under the contract until they have obtained all the insurance described
below and MMCAP has approved such insurance. Vendor shall maintain such insurance in force and effect
throughout the term of the contract.
B. Vendor is required to maintain and furnish satisfactory evidence of the following insurance policies:
1. Workers' Compensation Insurance: Except as provided below, Vendor must provide Workers'
Compensation insurance for all its employees and, in case any work is subcontracted, Vendor will require
the subcontractor to provide Workers' Compensation insurance in accordance with the statutory
requirements of the State of Minnesota, including Coverage B, Employer's Liability. Insurance
minimum limits are as follows:
$100,000 — Bodily Injury by Disease per employee
$500,000 — Bodily Injury by Disease aggregate
$100,000 — Bodily Injury by Accident
If Minnesota Statute 176.041 exempts Vendor from Workers' Compensation insurance or if the Vendor
has no employees in the State of Minnesota, Vendor must provide a written statement, signed by an •
authorized representative, indicating the qualifying exemption that excludes Vendor from the Minnesota
Workers' Compensation requirements.
If during the course of the contract the Vendor becomes eligible for Workers' Compensation, the Vendor
must comply with the Workers' Compensation Insurance requirements herein and provide MMCAP with
a certificate of insurance.
2. Commercial General Liability Insurance: Vendor is required to maintain insurance protecting it from
claims for damages for bodily injury, including sickness or disease, death, and for care and loss of .
services as well as from claims for property damage, including loss of use which may arise from
operations under the Contract whether the operations are by the Vendor or by a subcontractor or by
anyone directly or indirectly employed by the Vendor under the contract. Insurance minimum limits are
as follows:
$5,000,000 — per occurrence
S5,000,000 — annual aggregate
The following coverages shall be included:
Premises and Operations Bodily Injury and Property Damage
Personal and Advertising Injury
Blanket Contractual Liability
Other; if applicable, please list
State of Minnesota named as an Additional Insured
3. Products and Completed Operations Liability Insurance with a per occurrence limit of Five Million
Dollars ($5,000,000). Vendor may self -insure and self-administer all or any portion of the required
insurance, and to the extent that Vendor does self -insure, such insurance will not be deemed to exceed the
scope of coverage and/or limits that would have been provided in an actual policy of insurance that
satisfies this insurance requirement. To the extent that Vendor is not self -insured for Products and
Completed Operations Liability, State of Minnesota shall be named as an additional insured in such
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insurance policies and such additional insured coverage will only apply to MMCAP's liability for
damages caused by the acts or omissions of Vendor in the performance of this Agreement. Such
additional insured status will end upon the termination or expiration of this Agreement.
4. Commercial Automobile Liability Insurance: Vendor is required to maintain insurance protecting it
from claims for damages for bodily injury as well as from claims for property damage resulting from the
ownership, operation, maintenance or use of all owned, hired, and non -owned autos which may arise from
operations under this contract, and in case any work is subcontracted the vendor will require the
subcontractor to maintain Commercial Automobile Liability insurance. Insurance minimum limits are as
follows:
$2,000,000 — per occurrence Combined Single limit for Bodily Injury and Property Damage
In addition, the following coverages should be included:
Owned, Hired, and Non -owned Automobile
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability Insurance
This policy will provide coverage for all claims the Vendor may become legally obligated to pay resulting
from any actual or alleged negligent act, error, or omission related to Vendor's professional services
required under the contract.
Vendor is required to carry the following minimum limits:
$2,000,000 — per claim or event
$2,000,000 — annual aggregate
Any deductible will be the sole responsibility of the Vendor
The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and
Vendor shall maintain such insurance for a period of at least three (3) years, following completion of the
work. If such insurance is discontinued, extended reporting period coverage must be obtained by Vendor
to fulfill this requirement.
C. Additional Insurance Conditions:
• Vendor's policy(ies) shall be primary insurance to any other valid and collectible insurance available to
MMCAP with respect to any claim arising out of Vendor's performance under this contract;
• Vendor's policy(ies) and Certificate(s) of Insurance shall contain a provision that coverage afforded under
the policy(ies) shall not be cancelled without at least thirty (30) days advanced written notice to MMCAP;
• Vendor is responsible for payment of Contract related insurance premiums and deductibles;
• If Vendor is self -insured, a Certificate of Self -Insurance must be attached;
• Vendor's policy(ies) shall include legal defense fees, if reasonably available to the Vendor, in addition to
its liability policy limits, with the exception of B.4 above;
• Vendor shall obtain insurance policy(ies) from insurance company(ies) having an "AM BEST" rating of
A- (minus); Financial Size Category (FSC) VII or better, and authorized to do business in the State of
Minnesota; and
• An Umbrella or Excess Liability insurance policy may be used to supplement the Vendor's policy limits
to satisfy the full policy limits required by the Contract.
D. MMCAP reserves the right to immediately terminate the contract if the Vendor is not in compliance with the
insurance requirements and retains all rights to pursue any legal remedies against the Vendor. All insurance
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policies must be open to inspection by MMCAP, and copies of policies must be submitted to MMCAP's
authorized representative upon written request.
E. The Vendor is required to submit Certificates of Insurance acceptable to MMCAP as evidence of insurance
coverage requirements prior to commencing work under the contract.
15 Publicity and Endorsement
15.1 Publicity. Any publicity by Vendor regarding the subject matter of this contract must identify MMCAP as
the sponsoring agency and must not be released without prior written approval from MMCAP's Authorized
Representative. Any publicity by MMCAP regarding the subject matter of this contract must not be
released without the prior written notice of Vendor's Authorized Representative, except that MMCAP may
publicize non -trade secret information in the normal course of business in order to promote its services.
For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research,
reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others,
or any subcontractors, with respect to the program, publications, or services provided resulting from this
contract.
15.2 Endorsement. The Vendor must not claim that MMCAP endorses its products or services, nor may
MMCAP claim that Vendor endorses its products or services.
16 Governing Law, Jurisdiction, and Venue
Minnesota law, without regard to its choice -of -law provisions, governs this contract. Venue for all legal
proceedings arising out of this contract, or its breach, must be in the appropriate state or federal court with
competent jurisdiction in Ramsey County, Minnesota.
17 Data Disclosure
Under Minn. Stat. § 270C.65, Subd. 3 and other applicable law, the Vendor consents to disclosure of its social
security number, federal employer tax identification number, and/or Minnesota tax identification number, already
provided to MMCAP, to federal and state agencies and state personnel involved in the payment of state
obligations. These identification numbers may be used in the enforcement of federal and state laws which could
result in action requiring the Vendor to file state tax returns, pay delinquent state tax liabilities, if any, or pay
other state liabilities. These numbers will be available to federal and State tax authorities and MMCAP personnel
involved in the payment of MMCAP obligations.
18 Payment to Subcontractors
If applicable, as required by Minn. Stat. § 16A.1245, the prime Vendor must pay all subcontractors, less any
retainage, within ten (10) calendar days of the prime contractor's receipt of payment from the State of Minnesota
for undisputed services provided by the subcontractor(s) and must pay interest at the rate of one and one-half
percent per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on time to the
subcontractor(s).
19 Termination
19.1 Termination by MMCAP without cause. MMCAP or commissioner of Administration may cancel this
contract at any time without cause, upon no Less than ninety (90) days' written notice to the Vendor. Upon
termination, the Vendor will be entitled to payment, determined on a pro rata basis, for services satisfactorily
performed.
19.2 Termination by Either Party With Cause. MMCAP, the Minnesota Commissioner of Administration, or
Vendor may cancel this contract at any time, with cause, upon no less than ninety (90) days' written notice to the
other party. Upon notice of termination, the breaching party shall have forty-five (45) days to cure any defects,
subject to the Dispute Resolution language contained herein. Timelines set forth in the Dispute Resolution
language shall not apply in cases where notice of termination has been issued.
19.3 Termination for Insufficient Funding. MMCAP may immediately terminate this contract if it does not
obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a
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level sufficient to allow for the payment of the services covered here. Termination must be by written or fax
notice to the Vendor. MMCAP is not obligated to pay for any services that are provided after notice and effective
date of termination. However, the Vendor will be entitled to payment, determined on a pro rata basis, for services
satisfactorily performed to the extent that funds are available. MMCAP will not be assessed any penalty if the
contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to
appropriate funds. MMCAP must provide the Vendor notice of the lack of funding within a reasonable time of
MMCAP's receiving that notice.
20 Minn. Stat. § 181.59
The vendor will comply with the provisions of Minn. Stat. § 181.59 which requires:
Every contract for or on behalf of MMCAP of Minnesota, or any county, city, town, township, school,
school district, or any other district in MMCAP, for materials, supplies, or construction shall contain
provisions by which the Vendor agrees: (1) That, in the hiring of common or skilled labor for the
performance of any work under any contract, or any subcontract, no Vendor, material supplier, or vendor,
shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the
United States or resident aliens who are qualified and available to perform the work to which the
employment relates; (2) That no Vendor, material supplier, or vendor, shall, in any manner, discriminate
against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this
section, or on being hired, prevent, or conspire to prevent, the person or persons from the performance of
work under any contract on account of race, creed, or color; (3) That a violation of this section is a
misdemeanor; and (4) That this contract may be canceled or terminated by MMCAP, county, city, town,
school board, or any other person authorized to grant the contracts for employment, and all money due, or
to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or
conditions of this contract.
21 Affirmative Action Requirements for Contracts in Excess of $100,000 and if the Vendor has More than 40
Full-time Employees in Minnesota or its Principal Place of Business
MMCAP intends to carry out its responsibility for requiring affirmative action by its Vendors.
21.1 Covered Contracts and Vendors. If the Contract exceeds $100,000 and the vendor employed more than 40
full-time employees on a single working day during the previous 12 months in Minnesota or in the state
where it has its principle place of business, then the Vendor must comply with the requirements of Minn.
Stat. § 363A.36 and Minn. R. Parts 5000.3400-5000.3600. A vendor covered by Minn. Stat. § 363A.36
because it employed more than 40 full-time employees in another state and does not have a certificate of
compliance, must certify that it is in compliance with federal affirmative action requirements.
21.2 Minn. Stat. § 363A.36. Minn. Stat. § 363A.36 requires the Vendor to have an affirmative action plan for
the employment of minority persons, women, and qualified disabled individuals approved by the Minnesota
Commissioner of Human Rights ("Commissioner") as indicated by a certificate of compliance. The law
addresses suspension or revocation of a certificate of compliance and contract consequences in that event.
A contract awarded without a certificate of compliance may be voided.
21.3 Minn. R. 5000.3400-5000.3600.
(A) General. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are
not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures
for issuing certificates of compliance and criteria for determining a vendor's compliance status;
procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports;
procedures for compliance review; and contract consequences for non-compliance. The specific criteria
for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R.
5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and 5000.3552-
5000.3559.
(B) Disabled Workers. The Vendor must comply with the following affirmative action requirements for
disabled workers.
(1) The Vendor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regard to any position for which the employee or applicant for
employment is qualified. The Vendor agrees to take affirmative action to employ, advance in
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employment, and otherwise treat qualified disabled persons without discrimination based upon their
physical or mental disability in all employment practices such as the following: employment,
upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other
forms of compensation, and selection for training, including apprenticeship.
(2) The Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of
Human Rights issued pursuant to the Minnesota Human Rights Act.
(3) In the event of the Vendor's noncompliance with the requirements of this clause, actions for
noncompliance may be taken in accordance with Minnesota Statutes Section 363A.36, and the rules
and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota
Human Rights Act.
(4) The Vendor agrees to post in conspicuous places, available to employees and applicants for
employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of
Human Rights. Such notices must state the Vendor's obligation under the law to take affirmative
action to employ and advance in employment qualified disabled employees and applicants for
employment, and the rights of applicants and employees.
(5) The Vendor must notify each labor union or representative of workers with which it has a collective
bargaining agreement or other contract understanding, that the vendor is bound by the terms of
Minnesota Statutes Section 363A.36, of the Minnesota Human Rights Act and is committed to take
affirmative action to employ and advance in employment physically and mentally disabled persons.
(C) Consequences. The consequences for the Vendor's failure to implement its affirmative action plan or
make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate
of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and
termination of all or part of this contract by the Commissioner or MMCAP.
(D) Certification. The Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat.
§ 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance.
22 Foreign Outsourcing
Vendor agrees that the disclosures and certifications made in its Location of Service Disclosure and Certification
Form submitted with its proposal are true, accurate and incorporated into this contract by reference.
23 Employee Status
By order of the Governor's Executive Order 08-01, if this contract, including any extension options, is or could be
in excess of $50,000, Vendor certifies that it and its subcontractors:
1. Comply with the Immigration Reform and Control Act of 1986 (U.S.C. 1101 et. seq.) . in relation to all
employees performing work in the United States and do not knowingly employ persons in violation of the
United States' immigrations laws; and
2. By the date of the performance of services under this contract, Vendor and all its subcontractors have
implemented or are in the process of implementing the E-Verify program for all newly hired employees in the
United States who will perform work on behalf of MMCAP
Vendor shall obtain certifications of compliance with this section from all subvendors who will participate in the
performance of this contract. Subcontractor certifications shall be maintained by Vendor and made available to
MMCAP upon request. If Vendor or its subcontractors are not in compliance with 1 or 2 above or have not begun
or implemented the E-Veri program for all newly hired employees performing work under the contract,
MMCAP reserves the right to determine what action it may take including but not limited to, cancelling the
contract and/or suspending or debarring the vendor from state purchasing.
24 GPO Representation. MMCAP represents and warrants that it is a "group purchasing organization" as that term
is defined under 42 C.F.R. Section 1001.952(j) and that it shall comply with all applicable federal and state laws,
rules and regulations, including, but not limited to, the provisions set forth in 42 U.S.C. Section 1320a-7b and the
"safe harbor regulations" set forth in 42 C.F.R. Section 1001.952.
25 Contingency Fees Prohibited. Pursuant to Minnesota Statutes Section 10A.06, no person may act as or employ a
lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action.
26 Risk of Loss, Damage, and Shipping Terms. Shipments under this contract shall be FOB Destination, freight
prepaid and allowed, to the MMCAP Participating Facilities receiving dock or pharmacy, unless otherwise stated
in the SOW. Title to and risk of loss of the products transfers to the MMCAP Participating Facility upon delivery
to the MMCAP Participating Facility, as set forth above.
27 Force Majeure. Neither party hereto will be considered in default in the performance of its obligations hereunder
to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot or other
catastrophes beyond the reasonable control of the party unless the act or occurrence could have been reasonably
foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party
defaulting under this provision must provide the other party prompt written notice of the default and take all
necessary steps to bring about performance as soon as practicable.
28 Default. An MMCAP Participating Facility's purchase order constitutes a binding agreement. All commodities
furnished will be subject to inspection and acceptance by the ordering entity after delivery. No substitutions or
cancellations are permitted without written approval of the MMCAP Participating Facility contracting agency.
Back orders, as defined in Attachment A, failure to meet delivery requirements, or failures to meet specifications
in the purchase order and/or the contract authorizes the ordering entity to cancel the purchase order, or any portion
of it, purchase elsewhere, and charge the full increase in cost and administrative handling to the Vendor. In the
event of default, MMCAP and the MMCAP Participating Facility reserve the right to pursue any other remedy
available by law. A vendor may be removed from the vendors list, suspended or debarred from receiving a
contract for failure to comply with terms and conditions of the contract, or for failure to pay MMCAP or the
MMCAP Participating Facility for the cost incurred on the defaulted contract. An MMCAP Participating Facility
may change its PPV even if the rest of the MMCAP Participating Facility's state does not wish to change its PPV.
29 Severability. If any provision of the Contract, including items incorporated by reference, is found to be illegal,
unenforceable, or void, then both MMCAP and the Contract Vendor will be relieved of all obligations arising
under such provisions. If the remainder of the Contract is capable of performance it will not be affected by such
declaration or finding and will be fully performed.
30 Dispute Resolution.
Vendor and MMCAP Participating Facilities will handle dispute resolution for unresolved issues using the
following procedure.
A. Notification: Parties shall promptly notify each other of any known dispute and work in good faith to resolve
such dispute within a reasonable period of time.
B. Documentation: Both the MMCAP Participating Facility and the Vendor will jointly develop'a short briefing
document that describes the issue(s), relevant impact, and positions of both parties. The briefing document must
be sent by the Vendor to the MMCAP Office, the MMCAP Participating Facility, and the Vendor's MMCAP
Primary Account Representative.
C. Escalation:
If parties are unable to resolve the issue in a timely manner, as specified above, either the MMCAP Participating
Facility or Vendor may escalate the resolution of the issue to a higher level of management. Where escalation of
the issue proves ineffective, either party may contact the MMCAP Office and/or the Vendor's MMCAP
Representative for further resolution. When escalated to MMCAP, a teleconference will be scheduled with the
MMCAP Office and the Vendor's MMCAP Primary Account Representative to review the briefing document and
develop a proposed resolution and plan of action. The plan and timeline must be agreed to by all parties — the
MMCAP Office, the MMCAP Participating Facility, and Vendor. The Vendor will have a reasonable amount of
time to cure the issue.
D. Performance while Dispute is Pending. Notwithstanding the existence of a dispute the Vendor must continue
without delay to carry out all of their responsibilities under the contract that are not affected by the dispute. If the
Vendor fails to continue without delay to perform its responsibilities under the contract, in the accomplishment of
all undisputed work, any additional costs incurred by MMCAP and/or MMCAP members as a result of such
failure to proceed shall be borne by the Vendor.
E. Participating Facility Rights. In the event an MMCAP Participating Facility cannot resolve a dispute with the
Vendor, and the MMCAP Participating Facility has worked with the MMCAP Office to resolve the dispute, the
MMCAP Participating Facility may change its Prime Vendor even if the rest of the MMCAP Member state does
not wish to change its Prime Vendor.
F. Vendor Rights. In the event of an MMCAP Participating Facility's payment default of undisputed invoices or
credit considerations that demonstrate a reasonable inability to make payment, the Vendor may terminate this
contract as to such MMCAP Participating Facility. Vendor's right to terminate this contract as to the offending
MMCAP Participating Facility shall be further subject to the disputed invoice requirements set forth in
Attachment A.
G. No Waiver
This clause shall in no way limit or waive either party's right to seek available legal or equitable remedies.
31 Liquidated Damages- Vendor agrees to provide the MMCAP Office with a Liquidated Damages
Dispute Resolution fund for the purposes of compensating failure to perform in accordance with the
services agreed to in the terms of this agreement. Reimbursement for Liquidated Damages will be paid
at the rate of $90 per hour, for actual hours expended by the MMCAP Office for resolution of the the
instances set forth below. The funds provided will be capped at $45,000 annually. Vendor and MMCAP
Office will utilize the Dispute Resolution process Sect. 30. in the event an MMCAP Participating
Facility wishes to request Liquidated Damages as set forth herein. The amount of Liquidated Damages
paid for the dispute submitted will be determined at the time of the Dispute Resolution process based
upon the hours required for resolution of the issue. Vendor is to pay any Liquidated Damages within
thirty (30) days of resolution of the issue giving rise or conclusion of Dispute Resolution.
31.1 Reports. The MMCAP Program is dependent upon the proper receipt of reports and/or data from
the Vendor. In the event that any insufficient reports and/or data provided by the Vendor causes
financial loss or harm to MMCAP Office or MMCAP Participating Facility Vendor shall pay Liquidated
Damages as set forth herein.
31.2 Invoices. Where Vendor submits subsequent invoices for any fees not related directly to product
cost, Vendor shall reference the original invoice number or purchase order number. In the event that
invoices are submitted as required above. Vendor shall pay Liquidated Damages, as set forth herein.
31.3 Inventory Management and Management of MMCAP Contract Products Contracted NDC
(National Drug Code) product must be loaded, stocked, and viewable by all MMCAP Participating
Facilities, as required pursuant to this agreement and within the timelines set forth herein. Where
Vendor fails to meet this requirement more regularly than five (5) occurrences per MMCAP
Participating Facility per year, Liquidated Damages shall apply.
31.4 Delivery Delays. Deliveries shall be made by the Vendor in accordance with the time schedules
specified in Attachment A or as otherwise agreed upon by the Vendor and MMCAP Participating
Facility. In the event that deliveries are not made in accordance with the above for two or more
consecutive delivery days, Vendor shall pay Liquidated Damages, as set forth herein. Liquidated
Damages shall not apply to deliveries made up to ninety minutes before or after the time schedules
specified in Attachment A. Vendor shall not be responsible for paying the aforementioned fee for
delays outside of its control.
31.5 Bid Roll. Upon manufacturer bid roll, all MMCAP Contracted Products shall be loaded and ,
and viewable by all MMCAP Participating Facilities within two (2) business days. Timing to bring a
newly awarded item from a bid roll into stock is dependent upon the receipt of data feed from MMCAP
Office, contract confirmation and the manufacturers lead times. Vendor shall pay Liquidated Damages,
as set forth herein, if the Vendor does not perform bringing product into stock as outlined in Attachment
A or where bid roll is not loaded and viewable as per the above.
31.6 Ordering Information. The MMCAP Program is dependent upon the Vendor to provide
accurate ordering information to its members. Ordering information provided on Cardinal.com may
show differing prices to similarly situated MMCAP Participating Facilities due to tiered pricing and
eligibility. In the event an MMCAP Contracted Product is not loaded correctly and an MMCAP
Participating Facility must order alternatives, Vendor will compensate the MMCAP Participating
Facility for the replacement cost, as stated in Inventory Management section 4.5 C8 in Attachment A.
Said replacement cost shall not be deducted from the Liquidated Damages Fund as set forth herein.
In the event of a systematic or system -wide error that significantly effects a majority of the MMCAP
Participating Facilities, Vendor shall pay Liquidated Damages, as set forth herein, until resolution of the
issue.
31.7 Business Interruption Plan. Vendor will use reasonable efforts to avoid a systemic business
interruption that materially affects Vendor's ability to perform its obligations under this Agreement,
excluding those systemic business interruptions caused by an event of force majeure; subject to
reasonable notice by Vendor, change in applicable laws, rules or regulations or reasonable interpretation
or application thereof; changes in manufacturer policies or procedures; or any other unforeseeable event
outside the control of Vendor.
31.8 Unauthorized Fees. Where Vendor charges to any MMCAP Participating Member a fee not
authorized under the terms of this agreement, Vendor shall credit the MMCAP Participating Facility
each unauthorized fee charged by Vendor. This shall not preclude the MMCAP Participating Facility
from seeking full compensation, in addition, for the unauthorized fee charged by Vendor.
31.9 Application of Liquidated Damages. The application of Liquidated Damages shall not excuse
Vendor's performance obligations as set forth in this agreement, nor shall it waive any rights MMCAP,
MMCAP Members, or MMCAP Participating Facilities may have to seek any and all available legal and
equitable remedies.
31.10 Acknowledgement. Vendor acknowledges that the Liquidated Damages set forth above are not
penalties, but rather seek to make MMCAP, MMCAP Members, and MMCAP Participating Facilities
whole for any failure of performance by the Vendor, as based upon good faith estimates as agreed to by
the parties.
32 Adding New Members. If new Members are added to the MMCAP Program and will participate in MMCAP's
Prime Vendor Program, the new Member will select a PPV to service the all Participating Facilities within the
Member. In the event one or more facilities are currently using another PPV a reasonable period of time will be
permitted for the Participating Facility to switch to the MMCAP-contracted PPV.
33 Required Licenses, Permits, and Registration. Vendor shall have in place prior to the start of the contract, and
must maintain for the life of the contract, all current licenses, permits and registrations required by state, local and
federal agencies. Vendors must make such documentation available upon request by the MMCAP Office.
34 DEA License/HIN. The Vendor shall not require an MMCAP Participating Facility to have a DEA number in
order to obtain products unless the facility places orders for controlled substances. MMCAP Participating
Facilities will have HIN numbers assigned by the MMCAP Office.
35 Administrative Personnel Changes. The Vendor shall notify the MMCAP Office of changes in the Vendor's
key administrative personnel, in advance and in writing. Any employee of Vendor, who, in the opinion of
MMCAP, is unacceptable, will be removed from the project upon written notice to the Vendor; provided,
however, any such removal must be for lawful reasons. In the event that an employee is removed pursuant to a
written request from MMCAP's authorized representative, the Vendor will have ten (10) working days in which
to fill the vacancy with an acceptable employee.
36 State Terms and Participation.
36.1 MMCAP intends to use this Contract to meet the needs of its MMCAP Members and MMCAP
Participating Facilities for goods and services purchased under the authority of the commissioner of
Administration. From time to time an MMCAP Member or MMCAP Participating Facility may request
that the PPV prepare a "Participating Addendum" (also called "Piggyback Agreement") to amend this
Contract to provide for laws specific to a state or local jurisdiction. If these circumstances exist, the PPV
must work with the MMCAP Member or MMCAP Participating Facility to prepare a Participating
Addendum to set forth the additional or altered terms and conditions. A Participating Addendum must
clearly apply only to the requesting location and will not affect the rights of the other MMCAP Members or
MMCAP Participating Facilities. When the specific terms are agreeable to the PPV and the MMCAP
Member or MMCAP Participating Facility, the amendment will be presented to MMCAP to be included as
an amendment to this contract. No verbal or written instructions from MMCAP Members, MMCAP
Participating Facilities, or any of their staff or officials to change any provision of the resulting contract will
be accepted by the Vendor without the prior written approval of the MMCAP. The Vendor will
immediately report any such requests to the MMCAP Manager who will issue approval or denial in writing.
36.2 Vendor shall comply with all Local, State, and Federal laws, as applicable to each Member State, in the
performance of this contract.
37 Attachments Order of Precedence
37.1 The following Attachments and Exhibits are attached and incorporated into this agreement. In the event of
conflict, the following order of precedence applies, subject to Sections 37.2 through 37.5 below:
1. Contract #_MMS 10001
2. Attachment A — Statement of Work
3. Attachment B — Discounts and Fees
4. Attachment C — Service Fee Discount Matrix
5. Attachment D — Current Vendors
6. Attachment E — State Specific Language
7. Attachment F — [where applicable]
37.2 For each state requiring state specific language, a further Exhibit shall be attached to Attachment E.
37.3 Should any terms in the Contract document or other Attachments conflict with the state -specific terms set
forth in Attachment E, the terms set forth in Attachment E shall take precedence over the terms of the
Contract document, but only as between the Vendor and the MMCAP Member and/or MMCAP Participating
Facility bound by said state -specific terms. Each state shall only be bound by the terms of its own state -
specific language as set forth in Attachment E.
37.4 MMCAP and the State of Minnesota shall not be bound by non -Minnesota state -specific terms set forth in
Attachment E when bringing any enforcement action on behalf of MMCAP or the State of Minnesota, nor
shall MMCAP directly bring any action based upon terms set forth in Attachment E.
(Remainder of this page intentionally left blank)
1. STATE ENCUMBRANCE VERIFICATION
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2. VENDOR
The Vendor certifies that the appro . nto'person(s)
have executed the cone on bOudeorthe Vendor es ' •
required by applicable articles, bylaws, resolutions, or ordinances.
4. COMMISSIONER OF ADMINISTRATION
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•
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
Attachment A — Statement of Work 3
4.1 Definitions 3
4.2 Service Area 5
4.3 Customer Service 6
A. Customer Service to MMCAP Office 6
B. Customer Service to MMCAP Participating Facility 7
4.4 Contract Transition and Implementation 8
4.5 Inventory Management 10
A. MMCAP-Contracted Manufacturers 10
C. Vendor Stock Outages 11
D. Manufacturer Backorders 11
E. Service Levels 12
F. Shift Demands 13
4.6 Management of MMCAP Contract Products 14
A. Price Loading 14
B. Product Additions/Deletions 14
C. Convenience and Individual Contracts 15
D. Product Expiration Dating 15
4.7 Ordering Equipment 15
A. Ordering System 15
B. Hardware, Software, and Devices 16
C. Installation and Training 16
D. Ordering System(s) Back-up Service, Maintenance and Repair 17
E. Label and Marking 17
4.8 Order Placement 17
A. Vendor's Ordering System 17
B. 340B Drug Pricing Program 18
C. Automatic Substitution 19
D. Confirmation Printback/Order Confirmation 19
E. Controlled Substances Ordering System 19
F. Technical Support for Ordering 19
G. Special Orders 20
4.9 Delivery 20
A. Routine Delivery 20
B. Drop Shipments 21
C. Delivery for Special Products 21.
4.10 Inventory at an MMCAP Participating Facility 22
4.11 Contract Compliance 22
A. On -Contract Purchasing 22
B. Compliance Calculations 22
C. Reporting Tools 23
4.12 Invoicing 24
A. Order Invoice 24
B. Invoice Rounding 25
C. Credits and Rebills 26
D. Price Audits and Corrections 27
E. Chargeback Denials 27
F. Invoice Disputes 28
G. 810 EDI Invoices and Auditing 28
H. Goods Returned to the PPV 28
I. Reverse Distribution Processor 30
Cardinal
ATTACHMENT A 1
Attachment A Statement of Work — Cardinal MMCAP Contract Number MIS 10001
J. Recalls 30
4.13 Pedigree 31
4.14 Emergency Order, Placement and Delivery 31
4.15 Other Value Added Services 31
A. Vendor's Generic Drug Program 31
B. Pharmacy Interfaces 32
C. Additional Services 32
4.16 Mandatory Reports 33
A. Sales Data Report 33
B. Monthly Payment Report 36
C. Kill/Fill Report 38
D. Contract Change Report 39
E. Contract Audit Report 39
F. Off -Contract with Alternative On -Contract Report 40
G. Raw and Adjusted Fill Rate Report 40
H. Vendor Member Listing 41
I. Manufacturer Backorders 41
J. Vendor Reports Available to MMCAP 41
4.17 Reserved 42
4.18 Business Interruption Plan 42
4.19 Shareback Credits 42
4.20 Administrative Fee 43
4.21 Payment 43
4.22 Late Payment 43
Cardinal
ATTACHMENT A 2
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
Attachment A — Statement of Work
4.1 Definitions
Throughout this Agreement, the following terms are used as defined.
340B Drug Pricing Program (340B) - The 340B Drug Pricing Program resulted from enactment of Public
Law 102-585, the Veterans Health Care Act of 1992, which is codified as Section 340B of the Public Health
Service Act. Section 340B limits the cost of covered outpatient drugs to certain federal grantees, federally -
qualified health center look-alikes and qualified disproportionate share hospitals (DSH). Several MMCAP
Participating Facilities are eligible and participate in the 340B Drug Pricing Program.
Adequate Supply- A supply of Products made available to the MMCAP Participating Facilities that allow
conformity with the parameters of the fill rate and historical purchase patterns.
Bulky Products - The MMCAP Office's definition of Bulky Products include food and food products, home
healthcare products (durable medical equipment, such as walking aids, bathroom safety products,
wheelchairs and accessories, scooters and lift chairs, etc.), non -contract nutritionals, school and office
supplies, non -contract large volume parenterals, and non -contract IV Fluids.
Closed Distribution Products (CDP) - Closed Distribution is either required by the manufacturer or by the
FDA. Reasons for the Closed Distribution of a product include patient safety, product stability, or the
product is new to the market. Most orders for Closed Distribution Products are passed through the Vendor
for delivery directly by the product supplier.
Confirmation Printback/Order Confirmation - An electronic confirmation report generated from the
Vendor's ordering system and sent electronically back to the ordering facility indicating that the requested
Products are available, on Manufacturer Backorder, out of stock, or deleted, etc. Also referred to as the
Confirmation Printback Report.
Controlled Substance Ordering System (CSOS) - Allows for secure electronic transmission of Schedule I-V
controlled substance orders without the supporting paper DEA Form 222.
Drop Shipment(s) - Products ordered by the MMCAP Participating Facilities through the Vendor and
shipped directly to the MMCAP Participating Facilities from the manufacturer/product supplier. The
manufacturer/product supplier notifies and bills the Vendor, who then invoices and receives payment from
the MMCAP Participating Facility.
EDI - Electronic Data Interchange - Inter -process (computer to computer application) communication of
business information in a standardized electronic form.
Manufacturer Backorder(s) (MBO) - An order placed by the Vendor to a manufacturer or supplier which is
not shipped to the Vendor due to industry wide shortages or other supply issues as set forth in Section 4.5
(E.) of Attachment A.
MMCAP Contract Product(s) ; Any Product that appears on an MMCAP contract.
MMCAP Contract File Updates — electronic files sent by the MMCAP Office to the Vendor which provide
batched MMCAP Contract Product and MMCAP contract pricing information. The MMCAP Contract File
Updates are usually sent to the Vendor on a weekly basis. The first file (titled "Update [sequential
Cardinal ATTACHMENT A 3
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
number]") details the MMCAP contract changes that have occurred since the last weekly communication
from the MMCAP Office. The second file (titled "[sequential number] Contract [8-digit date]") is a listing
of the entire MMCAP contract as of the date provided in the title. The third file (titled "[sequential number]
Pending [8-digit date]") is a listing of the MMCAP Contract Products with future effective dates.
MMCAP Member(s) - Any of the, currently, 46 MMCAP member states plus the Cities of Chicago and Los
Angeles and any other members added or deleted during the life of the Agreement and any extensions.
MMCAP Participating Facility - Any facility listed by the MMCAP Office as an active participant of
MMCAP program. A current listing of MMCAP Facilities is made available to all MMCAP vendors
monthly.
MMCAP Office — The administrative staff of the MMCAP Program responsible for initiating and
administering all MMCAP contracts. The MMCAP Office may be referred to synonymously as MMCAP.
Located at:
MMCAP
Minnesota Department of Administration
Materials Management Division
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
MMCAP State Contacts — purchasing and pharmacy professionals are designated by MMCAP Member
States to serve as liaisons between the MMCAP Office and the MMCAP Participating Facilities in each
State. A list of MMCAP State Contacts is available at:
http://www.mmd.admin.state.mn.us/mmcap/background_current_states.htm.
National Drug Code (NDC) — a unique 11-digit number which is a universal product identifier for human
drugs. The NDC identifies the labeler code, product code (strength, dosage form, and formulation), and
package code (package size and type). All NDCs reported to the MMCAP Office must be in the 5-4-2
configuration.
Next Day Delivery - Orders placed Sunday through Thursday by MMCAP Participating Facilities by the
designated time as proposed by the Vendor which will be delivered the next business day. Orders placed on
Friday or Saturday must be delivered on the following Monday.
Next Scheduled Delivery Day - is the day agreed upon by the PPV and the MMCAP Participating Facility
for delivery of Products. For some MMCAP Participating Facilities, the Next Scheduled Delivery Day may
not necessarily denote that the delivery will be made within 24 hours.
Non -Contract Product - Any product that does not appear on an MMCAP contract or the 340B Drug Pricing
Program contract.
Pedigree - A record containing information regarding each transaction resulting in a change of ownership of
a given medication, from sale by a manufacturer, through acquisition and sale by one or more wholesalers,
manufacturers, or pharmacies, until final sale to a pharmacy or other person furnishing, administering, or
dispensing the medication.
Pharmaceutical Prime Vendor (PPV) - Also referred to as Vendor or Prime Vendor, is a business that
functions as a purchaser's source of distribution for a wide array of pharmaceutical and related Products as
Cardinal
ATTACHMENT A 4
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
identified by the MMCAP Participating Facility. A Vendor is responsible for maintaining and distributing
an Adequate Supply of pharmaceuticals and related Products and any other items contracted for that are
dispensed through the MMCAP Participating Facilities' pharmacy service.
Product(s) - Synonymously used to denote the merchandise requested by the MMCAP Participating
Facilities to be delivered through the Vendor.
Stock Outage(s) - An occurrence wherein the Vendor cannot make available an Adequate Supply of the
MMCAP Participating Facility's requested Products. As opposed to a MBO situation, the Vendor will be
held responsible for Stock Outages.
4.2 Service Area
As of the Agreement effective date, Vendor will provide all services under this Agreement to all requesting
MMCAP Participating Facilities and/or MMCAP Members. The MMCAP Office reserves the right to add
or delete MMCAP Members and MMCAP Participating Facilities at any time during the Agreement term.
Vendor will provide service to the following MMCAP Members:
Alaska
Arizona
Delaware
Florida
Georgia
Idaho
Maine
Maryland
Minnesota
Montana
Nebraska
Nevada
New Hampshire
New Mexico
North Carolina
North Dakota
Oregon
Rhode Island
South Carolina
South Dakota
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
City of Chicago
City of Los Angeles
Cardinal ATTACHMENT A 5
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
4.3 Customer Service
A. Customer Service to MMCAP Office
1. The Vendor's designated Primary Account Representative for the MMCAP Office will be Anita
Anderson, Account Executive, State Government -GPO.
2. The alternate Account Representatives will be:
Operational: Kyle Johnson, Senior Specialist, Alternate Care, kyle.johnson@cardinalhealth.com 614-
882-4237
Sales: Todd Hudnall, Director, Alternate Care Sales -State Government,
Todd.Hudnall acardinalhealth.com, 614-757-7680
3. Additional functional contacts are:
a. Contract issues/discrepancies (product stocking, product loading, pricing):
Anita Anderson, anita.anderson01 a,cardinalhealth.com, 614-657-4158
Kyle.johnson@cardinalhealth.com, 614-882-4237
b. Class of trade issues (contract eligibility, denials, etc.):
Anita Anderson, anita.anderson01@cardinalhealth.com, 952-461-1924
Kyle.johnson@cardinalhealth.com, 614-882-4237c. Issues concerning MMCAP's invoice auditing
service: Anita Anderson, anita.anderson01@cardinalhealth.com, 952-461-1924
d. Vendor distribution service fees:
Anita Anderson, anita.anderson01a,cardinalhealth.com, 952-461-1924
kyle.johnson a,cardinalhealth.com, 614-882-4237. Data/reporting issues:
Anita Anderson, anita.anderson0l(a,,cardinalhealth.com, 952-461-1924
kyle.johnson@cardinalhealth.com, 614-882-4237.f. Electronic invoice auditing dispute resolution:
Anita Anderson, anita.anderson01@cardinalhealth.com, 952-461-1924
4. In the event the MMCAP Office determines the Primary Account Representative is non -responsive, the
MMCAP Offices will escalate to Don Lyle, VP Account Management, Don.Lyle@cardinalhealth.com,
614-757-7782, to take appropriate corrective action for problem resolution.
5. The Vendor must provide advanced written notification to the MMCAP Office of changes in the
Vendor's key administrative personnel. Any employee of Vendor, who, in the sole opinion of the
MMCAP Office, is unacceptable, will be removed from the project upon written notice to the Vendor.
In the event that an employee is removed pursuant to a written request from the MMCAP Office's
authorized representative, the Vendor will have ten (10) business days in which to fill the vacancy with
an acceptable employee. There will be no charge to the MMCAP Office or the MMCAP Members for
replacement personnel assigned and Vendor agrees that each such replacement has acquired the
necessary orientation and background to make a productive contribution.
6 Business Review
a. Vendor will hold monthly business reviews at the MMCAP Office with the Vendor's Primary
Account Representative.
b. Vendor will hold quarterly business reviews at the MMCAP Office with the Vendor's Primary
Account Representative and others from the Vendor's Corporate Office to address, at a
minimum, the following:
• Sales Data
• Contract Compliance/Category Breakdown
• Inflationary/Budget Related Data
• Managed Care News/Updates
• Service Levels by distribution center and for MMCAP as a group
• Contract Activity
• Cost of Goods and Fees
• Success Stories and Opportunities Ongoing.
• Pedigree Updates
• Proactive Product Information
• Industry Updates
Cardinal
ATTACHMENT A 6
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS100o1
• Contract Activity Reporting
• Compliance Activity Reporting
• Purchase Activity Reporting
• EDI Setup Audits
• Customer Satisfaction
• Vendor Performance
B. Customer Service to MMCAP Participating Facility
1. Customer Service Department
Vendor shall provide the MMCAP Participating Facilities access to the Vendor's customer service
department, which at a minimum, consists of the following:
a. Customer support centralized in two national call centers located in Radcliff, Kentucky and Little
Rock, Arkansas.
b. Access to customer service representatives with principal responsibilities in the areas of order
entry, Drop Shipment ordering, stocking issues, and general customer service requests.
c. Customer service hours of operation are 7:30 a.m. — 5:00 p.m. (customer's local time) Monday
through Friday (excluding the following national holidays: Christmas, New Years Day,
Thanksgiving Day, Memorial Day, the Fourth of July, and Labor Day).
d. Vendor's customer service can be reached toll free at 866-641-1199, by fax at 866-551-0530, or by
e-mail at government-pharmaa,cardinalhealth.com.
e. Technical support is available 24 hours a day, 7 days a week. Technical support for Cardinal.com
can be reached toll free by calling 800-326-6457.
f. Emergency Call Procedures are for life critical emergency situations only that require product
before the Next Scheduled Delivery Day:
Emergency Call Procedure for the Fastest Response
1). During normal business hours (Monday -Friday 7:30 am to 5:00 pm), call customer service at 866-641-
1199.
2). Outside normal business hours, please call 877-772-0346. An answering service representative will
take the message and a Cardinal Health employee will promptly return your call. MMCAP Participating
Facilities will need to provide their servicing distribution center name, account name and number, a
contact name, and a call back phone number available.
2. MMCAP Participating Facility Customer Account Representatives
a. MMCAP Member States. Each MMCAP Member State will have a designated account
representative appointed by the Vendor's Primary Account Manager to meet with both the
MMCAP Office and MMCAP Member State representatives on a quarterly basis to discuss, at a
minimum, the following:
• Customer satisfaction
• Vendor performance
• State account performance (COGs, payment terms, etc.)
• Reports (e.g., contract compliance)
• Other
b. MMCAP Participating Facilities. Vendor will provide a designated Pharmacy Business
Consultant (PBC) for each MMCAP Participating Facility with average volume of $25,000 per
month or more. This individual will serve as a liaison between the MMCAP Participating Facility
and Vendor to ensure quality of service delivery and customer satisfaction. The PBC will make
routine on -site visits to discuss performance issues and solve problems according to the schedule
below:
Average.Monthly
Purchasing Volume
Frequency of Contact with;MMCAP
:° Participating:Facility
Type of Contact ;
$0 - $25,000
Once every 30 calendar days; minimum once per
Telephone Call
Cardinal
ATTACEIMENT A
7
Attachment A Statement of Work — Cardinal
MMCAP Contract Number MMS10001
quarter (90 calendar days)
Onsite visits available upon
reasonable request
$25,001 — $100,000
1. Dialogue offered to MMCAP State Contacts once
every 30 calendar days
2. Customer Business Reviews offered once every
180 calendar days
3. Dialogue with MMCAP Participating Facilities
once every 90 calendar days or as needed
1. Telephone Call (on -site visits as
needed)
2. On -site visit or Telephone Call
3. On -site visit or Telephone Call
$100,001 and Up
1. Dialogue offered to MMCAP State Contacts once
every 30 calendar days
2. Customer Business Reviews offered once every
120 calendar days
3. Dialogue with MMCAP Participating Facilities
once every 30 calendar days or as needed
1. Telephone Call (on -site visits as
needed)
2. On -site visit or Telephone Call
3. On -site visit or Telephone Call
c. Additional Resources. Vendor will provide up to ten (10) positions in the field to provide direct
service for the MMCAP Participating Facilities. This will include providing a facility targeted
approach to solving specific problems and solutions for operational, contract compliance and
inventory management issues. The number of positions designated may fluctuate up or down
depending on volume and business need.
4.4 Contract Transition and Implementation
If the MMCAP Member is currently contracting with the Vendor for the services, or substantially similar
services, as set forth in this Attachment A, Vendors shall transition each MMCAP Member from the existing
contract (and existing contract terms) to this contract (and its terms) on the 1st day of the month following
execution of this contract and in no event later than 30 days from contract execution.
If the MMCAP Member is not currently contracting with the Vendor for the or substantially similar services, as
set forth in Exhibit A, Vendors shall transition each MMCAP Member from the existing contract (and existing
contract terms) to this contract (and its terms) on the 1st day of the third month following execution of this
contract and in no event later than 90 days from contract execution.
Transition from an existing contract to this contract must occur on the 1" day of a month, and no other day.
In completing this transition, Vendor shall work with MMCAP Staff and MMCAP Members to determine the
appropriate steps and schedule, subject to the above, for the transition. Vendor acknowledges that the transition
may be dependent upon the terms of the existing contracts and subject to the notice provisions contained therein.
Vendor's standard procedure for implementing a new MMCAP Member is:
Week 1
PVA Agreement Signed
Provide 12 months detailed usage from the MMCAP Office to Vendor
Provide site listing from the MMCAP Office to Vendor
Cardinal
ATTACHMENT A 8
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMSI0oo1
Communicate conversion team contact listing and schedule calls
Fax/email/mail DEA and state pharmacy licenses
Obtain MMCAP roster and confirm eligibility
Assess customer technology requirements and begin pre -work
Review customer attributes, needs, and expectations
Obtain digital certificate for CSOS
Week 2
Assess customer needs for product catalogs
Establish delivery plan, times, and requirements
Review DC/Customer-Specific Order Cut -Off Time
Load usage, activate/create items, and place orders
Continue ordering pre -work (EDI, cardinal.com, etc)
Complete account set-up and provide account numbers
Week 3
Delivery route set-ups with couriers are completed
Technology work completed and tested
Create electronic version of new customer Welcome Kits
Confirm pricing eligibility and attach contracts to sites
Create new reports as necessary
Week 4
Send new customer Welcome Kits to each site
Complete site training for Cardinal.com, etc
Send CII blanks, product catalogs, hardware, etc. in tote as test order
Outbound calls to each site as follow-up on test delivery and site visit
Confirm Product is received and ready for day-1 orders
Week 5
Send New customer Welcome Kits to each site
Complete site training for Cardinal.com, etc
Send CII blanks, Product catalogs, hardware, etc. in tote as test order
Outbound calls to each site as follow-up on test delivery and site visit
Confirm Product is received and ready for Day-1 orders
Request corporate contacts to complete customer survey
Week 6
Schedule post -implementation review
Schedule Business Review meeting
Vendor shall be responsible for notifying both new and existing MMCAP Participating Facilities in writing
specifying Vendor required documentation and instructions sufficient to enable the MMCAP Participating
Facilities to transition to the new contract. Vendor shall promptly notify the MMCAP Participating Facilities in
reasonable detail of any missing or incomplete documentation required for account set-up.
Vendor requires the following documents be completed and submitted to Vendor prior to opening a new
account:
Cardinal
1. Contract Pricing Declaration Form, found at: http://www.cardinalhealth.com/pricingdeclaration
2. State Pharmacy License
3. DEA Certificate, if required for the Products ordered
ATTACHMENT A 9
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
4. Return Goods Authorization, Ongoing Assurance
5. A contact name will be requested to address any potential Accounts Receivable/Payable issues
(credit applications are not required)
Vendor will provide an inventory of MMCAP Contract Products sufficient to meet the needs of the MMCAP
Participating Facilities from the beginning of the MMCAP contracting period. Historical usage data will be
provided by the MMCAP Office six weeks prior to the start of the contract period. Vendor must have all
MMCAP Contract Products loaded in its ordering system and have a minimum of thirty (30) calendar days'
Product supply available to order prior to the contract start date.
4.5 Inventory Management
A. MMCAP-Contracted Manufacturers
For the term of this Agreement, Vendor shall have contracts with all MMCAP-contracted manufacturers as
required to provide all MMCAP Contract Products and perform the services described in this Agreement to
MMCAP Members and MMCAP Participating Facilities. Exceptions must be approved in writing by the
MMCAP Office. The list of MMCAP-contracted manufacturers has been set forth in Attachment D,
Current Vendors.
B. MMCAP Contract Products
1. Vendor will not create unreasonable barriers in order to stock an MMCAP Contract Product.
2. The MMCAP Office must be notified in writing no later than five (5) business days if any of the
MMCAP-contracted manufacturers' contracts are terminated or expire. The MMCAP Office reserves
the right to modify the MMCAP-contracted manufacturers List (Attachment D, Current Vendors) at any
time during the Agreement term.
3. Vendor acknowledges and agrees to carry utilization (demand) history for a minimum of 60 calendar
days. If any Product has not been ordered after 60 calendar days, utilization history can be decreased in
Vendor's inventory management system.
4. Vendor will bring in a thirty (30) days' supply of Products for initial account set-up based on usage data
from the MMCAP Office. Thereafter, Vendor's buying system will acknowledge created demand and
purchase inventory to meet said demand. Inventory will be maintained according to Vendor's Service
Level and inventory parameters. See also Section 4.4, Contract Transition and Implementation.
5. Vendor is responsible for providing an inventory forecasting report to the MMCAP Office as requested.
This report will monitor and forecast ordering, usage patterns, as well as, identify significant trends,
including increases and decreases in purchases. Monthly contract compliance reports to monitor
purchases of Non -Contract Products will also be available to the MMCAP Office upon request.
6. Vendor may not discontinue stocking an MMCAP Contract Product unless there are fewer than three (3)
units sold per month per distribution center. For Products marked as non -stock, Vendor must submit a
monthly report detailing how equivalent generic purchasing is impacting non -movement.
7. Timeline for new MMCAP Contract Product additions. For newly added MMCAP Contract
Products, Vendor will make good faith efforts to have the Products loaded, stocked, and viewable in its
system and ready for delivery no later than ten (10) business days from the time Vendor receives
notification that the Product has been added to the MMCAP contract. If Vendor does not have a
business relationship with the MMCAP Contract Product's manufacturer, the Product will be loaded,
stocked, viewable, and ready for delivery in fifteen (15) business days unless a longer term is approved
in writing by the MMCAP Office.
8. Timeline for MMCAP Contract Products that are not stocked. For MMCAP Contract Products that
are not stocked, an MMCAP Participating Facility may request the Vendor add the Product to inventory
at the applicable distribution center by contacting customer service or its account representative.
MMCAP Contract Products will be available for delivery no later than three (3) business days from
request receipt for Products stocked at Vendor's National Logistics Center (NLC) and seven (7)
business days for Products that are not stocked at the NLC, unless the MMCAP Contract Product is
Cardinal
ATTACHMENT A 10
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
delayed due to manufacturer unavailability or other factors outside Vendor's control. In the event the
fulfillment of any of the requests will take longer than what is specified in this section, Vendor will
provide prior written notice of the delay and the reason for the delay to the requesting MMCAP
Participating Facility and the MMCAP Office.
9. Vendor's designated contact for all usage, inventory, and special order questions for the MMCAP
Office are Anita Anderson, anita.anderson01@cardinalhealth.com or 952-461-1924 and Kyle Johnson,
kyle.johnson@cardinalhealth.com or 614-822-4237. MMCAP Participating Facilities can contact their
account representatives or customer service.
C. Vendor Stock Outages
1. Backorders due to Vendor created Stock Outages will take no more then three (3) business days from
the point of order until the MMCAP Participating Facility receives the ordered Product(s).
2. Vendor will have the manufacturer ship directly to the MMCAP Participating Facility for Next Day
Delivery if available by the manufacturer and if the Product is deemed critical by the MMCAP
Participating Facility. The MMCAP Office agrees to work with Vendor on abusive situations.
3. MMCAP Participating Facilities that have MMCAP Contract Products drop shipped to them directly
from a manufacturer as a result of Vendor created Stock Outages will not be charged additional fees.
4. Manufacturer fees or fees to expedite orders for MMCAP Contract Products drop -shipped due to
Vendor created Stock Outages are not allowed.
5. MMCAP Contract Products that are drop -shipped due to Vendor created Stock Outages will have
Vendor's service fee discount applied.
6. MMCAP Participating Facilities can place Products on backorder by calling Vendor's customer service
department, otherwise orders for Products on backorder will be cancelled. Placing a Product on
backorder enables the MMCAP Participating Facility to receive the Product upon availability without
placing a reorder. The option to utilize auto -backorder function is available, but must be approved by
the MMCAP Participating Facility.
7. If Product is transferred from an alternative distribution center in order to resolve a Stock Outage
situation due to Vendor created Stock Outages no fees will apply.
8. If the Vendor fails to make prompt shipment of MMCAP Contract Products due to Vendor created
Stock Outages, Vendor's ordering system view errors, cancellations, backorders, or non -movement, the
ordering MMCAP Participating Facility may buy an alternate equivalent (generic) substitute Product on
the open market for the period in which the Vendor is unable to provide the Product. The Vendor will be
liable to the MMCAP Participating Facility for any excess cost over the MMCAP Contract Product
price and the alternate price of the Non -Contract Product. This will be in effect for 90 calendar days
from the date the Vendor is first unable to supply the Product to an MMCAP Participating Facility.
Credits due to an MMCAP Participating Facility based on excess Product procurement costs caused by
a Vendor Stock Outage or cancellation/backorder will be routed from the Vendor back to the
participating MMCAP Participating Facility in the form of an account credit.
9. Vendor Stock Outages due to cancellations/backorders not created by the manufacturer/non-movement
by the Vendor will be considered a failure to perform by the Vendor and may be considered grounds for
termination of the contract.
10. When an MMCAP Participating Facility calls in regard to a Product that is temporarily out of stock or
on short term backorder, customer service will coordinate efforts through the servicing Distribution
Center and applicable Inventory Departments to bring the requested Product into stock. Vendor will
have three (3) business days to have the Product brought into stock at no charge to the MMCAP
Participating Facility, barring any manufacturer production issues.
D. Manufacturer Backorders
1. Vendor's order entry system will provide notification prior to order of all Manufacturer Backorders.
2. Vendor will also list all Manufacturer Backorders on its website and the MMCAP Participating
Facilities can call customer service.
Cardinal
ATTACHMENT A 11
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
3. Notifications of Manufacturer Backorders will be provided by Vendor's weekly "Service Flash," which
is available via Vendor's website or push e-mail. Backorder notices will contain an expected date of
resolution as well as the reason for the backorder (e.g., raw material shortage). Vendor's "Service
Flash" will also list recalled Products, discontinued Products, and Products on allocation.
4. Vendor acknowledges and agrees that its policy is to kill or fill all orders at order placement unless the
MMCAP Participating Facility is set up to receive backorders.
5. MMCAP Participating Facilities with questions in regard to recalled, allocated, and discontinued
Products on backorder should call Vendor's customer service.
E. Service Levels
1. Raw and Adjusted Fill Rates will be calculated on a monthly basis for each MMCAP Participating
Facility's account(s) (including 340B Drug Pricing Program accounts) serviced by the Vendor. Raw
and Adjusted Fill Rates will also be calculated for MMCAP as a group as well as by each distribution
center servicing MMCAP Participating Facilities.
2. Vendor must submit a Raw and Adjusted Fill Rate Report using the calculations defined below (Service
Level Definitions) for each MMCAP Participating Facility, distribution center serving MMCAP
Participating Facilities, and by MMCAP as a group to the MMCAP Office on a monthly and a quarterly
basis. See also Section 4.16, Mandatory Reports, for report requirements.
3. Service Levels will be defined as follows:
a. Raw Fill Rate will be calculated by dividing the number of units delivered by the number of units
ordered.
Cardinal
Raw Fill Rate = Number of Units Delivered
Number of Units Ordered
Orders for Products that are not filled as a result of Vendor being out of stock of such Products will
be considered as a line item for Product ordered in this calculation regardless of the reason for
Vendor being out of stock.
b. Adjusted Fill Rate will be calculated by dividing the number of units delivered by the number of
units ordered minus the number of Manufacturer Backorder (MBO) units.
Adjusted Fill Rate = Number of Units Delivered
Number of Units Ordered - MBO Units
MBO Units will include:
• Orders for Products made but not shipped because of industry wide shortages or other issues
beyond the control of Vendor as demonstrated by Vendor to the reasonable satisfaction of
the MMCAP Managing Director, lead pharmacist, and lead financial representative (e.g.,
Manufacturer Unable to Supply, Manufacturer Allocations, Manufacturer Backorders,
Manufacturer Recalls, and Manufacturer Discontinued).
• Purchases of Products which exceed 150% of the previous months activity
• Products ordered which are filled and delivered within 24 hours of the original order
• Partial shipments if 75% or more of the order can be completely filled within 48 hours
• Unavailable Products repeatedly ordered within 72 hours of the original order
• Special orders requiring shipment from the manufacturer
• Non -stock Products that are not under contract with MMCAP
• Contract rolls/awards where notifications from the MMCAP Office are received with less
than 4 weeks notice prior to transition of addition (e.g., bid year transition). Vendor may
only include Products in MBO Units for 30 calendar days after notification.
c. Non -Contract OTC Products will not be included in the Adjusted Fill Rate.
4. Vendor agrees to maintain a monthly Adjusted Fill Rate for pharmaceutical Products of at least 98%
(calculated as set forth above) for each MMCAP Participating Facility account. Pharmaceutical
ATTACHMENT A 12
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
Products include but are not limited to: MMCAP Contract and Non -Contract prescription drug
Products, MMCAP Contract OTC Products, IV solutions, contrast media, nutritionals, and
anesthesia gases.
5. In the event Vendor's Adjusted Fill Rate falls below 98% for any month, Vendor will be assessed the
fee outlined below on all MMCAP Contract Products and Non -Contract Products purchased during that
month in which the service level falls. Vendor will credit the amount back to the MMCAP Participating
Facility by the last day of the first month of the next fiscal quarter (e.g., payment for default in January
will be due on April 30). Failure to meet the Adjusted Fill Rate will not itself constitute a default as
long as Vendor is current in crediting of such amounts. Failure to meet Adjusted Fill Rates for any
MMCAP Participating Facility will be officially recorded as part of the Vendor's contract performance,
which is available for public review and may be used as past performance in any future MMCAP
awards.
97.0% to 97.99%
5 basis points (0.05%) of all MMCAP Contract and Non -Contract
pharmaceutical Products purchased during such month
95.0% to 96.99%
10 basis points (0.10%) of all MMCAP Contract and Non -Contract
pharmaceutical Products purchased during such month
Less than 95%
25 basis points (0.25%) of all MMCAP Contract and Non -Contract
pharmaceutical Products purchased during such month
6. Earn Back. Vendor will be entitled to earn back any service level penalties as follows. Within 30
calendar days after the last day of each fiscal quarter, Vendor will provide to the MMCAP Office and
the MMCAP Participating Facilities a report detailing:
a. Vendor's monthly service levels during the preceding quarter
b. The average of Vendor's monthly service levels during the preceding quarter
If, during the preceding quarter, Vendor achieved a monthly service level performance average that was
greater than or equal to 98%, Vendor will not be required to pay the MMCAP Participating Facility for
such service level defaults.
7. Service level requirements for MMCAP Participating Facilities will begin 30 calendar days following
the effective date of this Agreement. The service level for MMCAP Participating Facilities added to this
Agreement after the effective date will begin 30 calendar days from the time Vendor receives usage
data.
F. Shift Demands
1. Brand to Generic Shift. When a branded pharmaceutical Product patent release approaches, Vendor
will utilize the following process to ensure MMCAP Contract Products are expedited for the newly
awarded generic.
a. Ten (10) business days prior to patent expiration:
• Vendor will run a sales report capturing three (3) months of purchase history on the branded
pharmaceutical Product.
• Sales history will be provided to the MMCAP Office and a reminder sent that the Vendor
plans to shift demand from the branded pharmaceutical Product to the awarded generic
Product.
• The MMCAP Office will notify Vendor of the awarded generic Product at the same time
MMCAP notifies the awarded generic Product manufacturer.
• Vendor will provide the MMCAP Office with a summary of the shift demand that occurred
per distribution center.
• Upon manufacturer launch and/or availability, Vendor will have demands shifted and will
expedite the new MMCAP generic contract Product into applicable distribution centers.
b. A shift demand will occur for all Product presentations for which there was a brand Product
available. For example, if the brand Product was available in 100-count bottles, 500-count
Cardinal
ATTACHMENT A 13
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
bottles and unit dose packaging (UD100ea x 1), Vendor will shift demand generically for all
three presentations, if available.
c. Shift demands will be converted even if bottle or package size varies. For example, if the brand
Product was available in 60 count bottles but the generic Product is available in 100 count
bottles, demand will be shifted to the 100 count bottles.
d. Shift demands will not take place on additional bottle sizes or unit dose packaging that was not
previously available unless Vendor is directed by the MMCAP Office to do so. The MMCAP
Office will notify Vendor of expected shift demands through its weekly contract update process.
2. Generic to Generic Shift. Vendor will process shift demands for multi -source generic Products added
to contract upon notification of an award from the MMCAP Office. Vendor has five (5) business days
from the time of MMCAP Office notification or until the product effective date, whichever is later, to
have the new generic Product loaded, viewable, and stocked at each distribution center where there is
MMCAP contract and/or non -contract usage for equivalent generic Products. Vendor will provide the
MMCAP Office with a summary of the shift demand that occurred per distribution center.
3. Additional Services and Activities
a. Vendor will provide a weekly price change report to the MMCAP Office to assist in monitoring
price reductions for multi -source generics. Vendor will do shift demands for price decreases
upon the MMCAP Office request.
b. Weekly maintenance is run in the Vendor's procurement system, shifting demands for additions
and deletions where applicable.
4.6 Management of MMCAP Contract Products
A. Price Loading
1. Vendor will be responsible for processing the MMCAP Contract File Updates, or the files sent to the
Vendor by the MMCAP Office which specify the Products and pricing that the MMCAP Office has
negotiated with its contracted manufacturers. Vendor will load and make viewable in its ordering
system all data lines from MMCAP's Contract File Update notifications within five (5) business days
from the date of receipt or by the MMCAP Contract File Update effective date, whichever is later.
When manufacturer verification is needed in order to load an MMCAP Contract Product and the
MMCAP-contracted manufacturer has not responded or provides data that is inconsistent with the
MMCAP Contract File Updates, Vendor will make a good faith effort to notify the MMCAP Office in
writing no later than two (2) business days (after the five (5) business days allowed for Vendor
processing).
2. Vendor agrees that any notice received from an MMCAP-contracted manufacturer or supplier for a
price or Product change on an MMCAP Contract Product will be forwarded to the MMCAP Office in
the form of a weekly contract change report (see Section 4.16, Mandatory Reports). Vendor agrees to
provide credits/rebills at no charge to correct pricing in the event that the MMCAP Office and its
contracted manufacturers disagree in regard to price and Product loading.
3. Price change reports will be available to all MMCAP Participating Facilities at any time via Vendor's
ordering system.
4. Provided that Vendor has received all requested account set-up information, Vendor will have all
MMCAP contract and individual contracts loaded prior to the MMCAP Participating Facility's first
order. This includes all tiered contracts, if applicable.
B. Product Additions/Deletions
1. Vendor may not add or remove any MMCAP Contract Products from its database without providing
prior written notification to the MMCAP Office. Written notification can consist of the latest weekly
Contract Change report which lists all changes made within the past week to the MMCAP contract (see
Section 4.16, Mandatory Reports).
Cardinal
ATTACHMENT A 14
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
2. Vendor agrees to maintain an Adequate Supply for a Product that is added to the MMCAP contract due
to a change in the NDC number, Product deletion, and replacement of a Product by the manufacturer,
and in situations where Vendor is notified that the MMCAP Office has determined a need to switch its
procurement selections. Immediately upon notification of the change, Vendor will generate a usage
report for the old item. This report will be used to decrement the old item(s) and increment the new
item(s) as needed, to procure Product in a timely manner to satisfy MMCAP Participating Facilities'
needs.
C. Convenience and Individual Contracts
1. MMCAP Contract Products priced at Wholesale Acquisition Cost — zero percent (WAC - 0%) will be
reported as on -contract purchases.
2. Vendor agrees that contract purchases for WAC — 0% will receive Vendor's service fee discount, as set
forth in Attachment C, Service Fee Discount Matrix.
3. Vendor will not charge any delivery fees for MMCAP Contract WAC — 0% Products if they fall within
the MMCAP Participating Facility's normal delivery schedule.
4. Upon request of an MMCAP Participating Facility and after prior approval by the MMCAP Office in
writing, Vendor will supply and distribute Products acquired under contracts individually negotiated
with (e.g., pharmaceutical) manufacturers by an MMCAP Participating Facility. Service fee discounts
will be applied to purchases made from MMCAP Participating Facility individually negotiated
contracts.
D. Product Expiration Dating
1. At a minimum, expiration dating for all MMCAP Contract Products and Non -Contract Products
delivered under this Agreement must have a minimum shelf life of six (6) months expiration dating
remaining upon delivery to the MMCAP Participating Facilities.
2. Shipment of Product with expiration dating of less than six (6) months requires the prior approval of
the MMCAP Participating Facility before release and delivery of the short -dated Product.
3. If Vendor distributes short dated Product to an MMCAP Participating Facility without prior approval,
the Product may be returned to Vendor subject to Attachment A, Section 4.12 H, Goods Returned to
the PPV.
4.7 Ordering Equipment
A. Ordering System
1. Vendor will provide to each MMCAP Participating Facility an ordering method that allows the facility
to quickly and accurately order MMCAP Contract Products, within the technological capabilities of the
MMCAP Participating Facility. At a minimum, Vendor's ordering system(s) must provide the
following functionalities:
a. Clearly identify all MMCAP Contract Products and whether these Products are in stock
b. Build and place electronic orders
c. Review pending orders for correctness and contract compliance
d. Provide online allocation of ordered amounts
e. Receive Order Confirmation reports
2. Vendor will offer its ordering system(s) to MMCAP Participating Facilities. Vendor currently supports
the following ordering methods: Internet, EDI, phone orders via interactive voice response, direct call to
customer service, handheld device ordering, and fax orders. All ordering methods described below
require minimal setup and implementation work with the exception of EDI.
a. Telxon — is a hand held ordering system which allows MMCAP Participating Facilities to order
at the SKU level directly from the shelf location.
b. TeleServe - allows MMCAP Participating Facilities access to Vendor during and after regular
business hours and on weekends to order Product and check stock status. TeleServe is tied into
Cardinal
ATTACFIMENT A 15
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMSl000
Vendor's pharmaceutical distribution system so users receive instant confirmation that Product
is available and will be shipped with the next delivery. The system features interactive voice
response.
c. Cardinal.com - is a pharmacy order and inventory management solution available via the
Internet. Cardinal.com features real-time stock status, real-time allocation of Products,
instantaneous Order Confirmation, electronic credits and returns, and reporting capabilities.
d. EDI Capabilities - the process for Electronic Purchase Orders begins with the receipt from a
customer of an EDI PO (850), followed by the delivery to the customer of an Order
Confirmation (855), an Advanced Shipment Notice (ASN) (856) is created once the order is
picked, then an Electronic Invoice (810), which is followed by a Electronic Funds Transfer
Remittance Advice (820) from the customer. Vendor supports all 810, 894 and 880 EDI
protocol documents for electronic invoicing as well as 820 notices for electronic remittances. If
an MMCAP Participating Facility chooses to implement an EDI solution, Vendor has a
dedicated staff who will work with the customer and the third party vendor to develop the
appropriate interface to begin trading files.
e. Mobile. Solutions - allows customers to order, receive, and inventory Product using a handheld
device. The user can send/receive current catalog data, submit orders, transfer orders to
Cardinal.com, and retrieve receiving data. The device offers greater flexibility in the
management of the receiving process, allowing receiving to take place at any location within the
pharmacy. Mobile Solutions utilizes wireless technology.
B. Hardware, Software, and Devices
1. Vendor agrees that all fees charged for hardware, software, and/or ordering devices will be listed in
Attachment B, Discounts and Fees.
2. Vendor will make available, upon request, a traditional ordering hardware packaging for purchase
which shall consist of a Central Processing Unit (CPU), monitor, keyboard, mouse, and printer.
Ownership of the traditional ordering hardware package will transfer to the MMCAP Participating
Facility upon reaching the set value through monthly payments of the traditional ordering hardware
package.
3. Upon request, Vendor will provide one Telxon to each MMCAP Participating Facility. Additional
Telxons will be made available upon request and based on need.
4. MMCAP Participating Facilities that have existing hardware provided by Vendor previously will have it
remain until it no longer functions or is not needed by the facility. For existing MMCAP Participating
Facilities who have been provided a hardware packaging previously, Vendor will replace that hardware
in the event it becomes inoperable. See also Attachment B, Discounts and Fees.
5. Vendor's Mobile Solutions requires the installation of Microsoft's Active Sync 4.5 which is currently
provided by Microsoft as freeware.
6. Vendor's CSOS requires the installation of Axway's Cyclone Activator which is provided by Vendor at
no charge.
7. The minimum technical requirements for Cardinal.com and its various applications are as follows:
a. Windows 2000 Service Pack 4 or Windows XP Service Pack 2 operating system
b. 800 MHz of faster Pentium III processor
c. 512 MB of RAM (1 GB preferred)
d. Java version 1.4.2 or higher (if running CSOS, Java 1.5 or higher is required)
e. Monitor resolution of 1024x768
f. Internet Explorer 5.5 Service Pack 2 or higher
g. An always -on high speed internet connection for each location dedicated to Cardinal.com with
at least a 128kbit minimum bandwidth per computer (256kbit recommended)
C. Installation and Training
1. Vendor agrees that all provided hardware, software, and ordering devices will be fully functional at time
of installation.
Cardinal ATTACHMENT A 16
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
2. Software updates, system changes, and training will be facilitated through a variety of communication
methods. Scheduled maintenance as well as new Product offerings and enhancements will be detailed
on the MMCAP Participating Facility's Cardinal.com home page. Training can either be provided on -
site by the business/IT team or the MMCAP Participating Facility will have the option to participate in
monthly application training webinars.
3. Vendor's software for CSOS and Mobile Solutions can be downloaded from the Internet. System
requirements and installation instructions for CSOS and Mobile Solutions will be available from Vendor
upon request.
4. Training will include:
a. Proper use of order entry devices including computer and hand held units
b. How to access and interpret Vendor's inventory status
c. Order placement process (Product inquiry, placement, order edit, printback confirmation, etc.)
d. Any required ordering system maintenance
e. Downloading price changes
f. Performing file maintenance
g. Requesting or printing bar code labels
h. Download/Run/Print/Export contractually required reports
i. Operation of Inventory Management program
j. Identifying MMCAP Contract Products (e.g., contract ranking)
k. Any other commercially available training in use of the equipment or ancillary items
1. Contact information in case of questions regarding ordering
m. Training guides or manuals and system operating manuals, accessible on line (including all
updates), for all equipment and software furnished by the Vendor to each individual ordering
facility
n. Assigning of account login IDs and passwords
o. Item Return Processing Training
p. Technical support to interface hand held devices with each facility's PC/network infrastructure.
5. Vendor will provide each facility with a Cardinal.com instruction book that outlines all of the functions
on the online ordering tool via email. Vendor will work with the MMCAP Office to develop other
training processes.
D. Ordering System(s) Back-up Service, Maintenance and Repair
Vendor agrees to provide all software updates and system maintenance at no cost for the term of this
Agreement. Cardinal.com is Internet -based and therefore requires routine site maintenance. Vendor agrees
that maintenance will only occur on weekends and MMCAP Participating Facilities will be notified in
advance. Vendor reserves a maintenance window for Cardinal.com of Saturday 8pm through Sunday 8am
EST. Telxons, faxes, and calling the customer service department will serve as back-ups for Vendor's
ordering systems. If computer maintenance is required, Vendor will replace or repair accordingly.
E. Label and Marking
Vendor's online ordering system, Cardinal.com will print shelf labels, on -site, on demand. At this time,
Vendor cannot provide contract status on its shelf labels. MMCAP Participating Facilities can request that
the contract name field be added to their yellow Product sticker format which will aid in the identification of
MMCAP Contract Products. Vendor agrees to make an enhancement to its system which will provide
MMCAP contract status on shelf labels by June 30, 2010.
4.8 Order Placement
A. Vendor's Ordering System
1. Vendor's ordering system will display the following information:
• MMCAP Participating Facility's name
• Vendor assigned account number
Cardinal
ATTACHMENT A 17
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
• Product Name
• Vendor's Product Number
• Generic Name
• Product Description
• Strength
• Packaging
• Manufacturer
• Unit dose indicator
• Form (e.g., tablet, capsule, etc.)
• National Drug Code (NDC) for applicable Products
• Wholesale Acquisition Cost
• Average Wholesale Cost
• Universal Product Number (UPN), where applicable
• Universal Product Code (UPC), where applicable
• Product Control Schedule (e.g., CII)
• DEA number (where applicable)
• Type of contract — contract identification or code that identifies product as an
• MMCAP Contract Product, Non -Contract, 340B Drug Pricing Program contract, or
alternate contract Product
• Contract price (specific to the pricing and contract eligibility of each MMCAP Participating
Facility).
• Product denoted as available as a Drop Shipment
• Product inventory status (e.g., stocked, unavailable due to MBO, Vendor Out of
• Stock, or allocation situations)
• Real-time Product inventory quantity available (Product in stock minus those allocated
• to orders)
• Alternate Product search option
• Product inquiry search option
• Automatic substitution information option
2. Vendor's ordering system cannot display the following information:
• Orange Book Rating — will be made available by January 1, 2011
• HIN number (where applicable)
3. Vendor agrees that all new MMCAP Participating Facilities will be started with a standard default
ordering set-up to ensure MMCAP contract compliance. This default set-up will be approved by the
MMCAP Office prior to being deployed.
4. All MMCAP Contract Products and MMCAP Participating Facility individually negotiated
contracts will be loaded in the prime or first position (with price being the ranking determinant
between MMCAP Contract Products and individually negotiated contracts) and be visible in
Vendor's ordering system. Vendor's ordering system will clearly identify MMCAP Contract
Products. Vendor will not redirect MMCAP Participating Facility to other available contracts
except with the written request of the MMCAP Participating Facilities.
5. Vendor's ordering screen will clearly identify special orders such as controlled substances (e.g.,
CIIs), Drop Shipments, and Closed Distribution Products. Closed Distribution Products and Drop
Shipment Products are identified in the Stock status field. Drop Shipment Products are denoted
with a "DSHP" within the item description.
B. 340B Drug Pricing Program
Vendor is and must remain for the term of this Agreement an authorized vendor for the 340B Drug Pricing
Program. MMCAP Participating Facilities that are eligible and participating in the 340B Drug Pricing
Program will maintain two separate purchasing accounts, one for ordering MMCAP Contract Products and
one for ordering 340B Drug Pricing Program contract products.
Cardinal
ATTACHMENT A 18
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMs10001
C. Automatic Substitution
Automatic substitution will only be permitted upon specific request by an MMCAP Participating Facility,
with prior written notification provided by Vendor to the MMCAP Office. In instances where the Vendor
uses the Automatic Substitution process, the MMCAP Participating Facility must be notified of the
substitution and the substituted Product must be annotated as such on the MMCAP Participating Facility's
Order Confirmation. Once such an agreement is entered into between the Vendor and the MMCAP
Participating Facility, the Vendor will be required to maintain an Adequate Supply of the alternate Product.
There will be no commitment to buy the alternate Product and any order consisting of alternate Products
will still require the prior approval of the MMCAP Participating Facility. Automatic substitution by the
Vendor without the MMCAP Participating Facility's prior approval is prohibited. Upon request, Vendor
will supply the MMCAP Office with a list of facilities using automatic substitution.
D. Confirmation Printback/Order Confirmation
1. All orders processed through Vendor's electronic ordering system will receive a Confirmation
Printback or Order Confirmation generated from the Vendor's system and sent, to the ordering
MMCAP Participating Facility. For orders submitted through Cardinal.com ordering, an immediate
Order Confirmation is provided to the user. Additionally, the MMCAP Participating Facility can
elect to have the Order Confirmation print automatically to a local printer for each order submitted.
2. Any additional fees for Product distribution will show as a separate line charge on an invoice, but
not on the Order Confirmation.
3. Order Confirmations, regardless of the order's source system, can be viewed on Cardinal.com once
the order has been allocated. The timeframe for allocation is approximately five (5) minutes from
the time Vendor receives the order. If the MMCAP Participating Facility chooses to receive an EDI
Order Confirmation, the Order Confirmation is still generated at the time of allocation, however the
file may take anywhere from 10 to 30 minutes to be transmitted to the MMCAP Participating
Facility to allow for file translation time.
E. Controlled Substances Ordering System
1. Vendor's Controlled Substance Ordering System (CSOS) will allow MMCAP Participating
Facilities to submit secure, electronic orders for controlled substances.
2. Vendor will provide CSOS through Cardinal.com.
3. Vendor's standard turnaround time for the hard copy version of DEA Form 222 is 24 hours to 48
hours, depending on location. If CSOS orders are received by the distribution centers' cutoff time,
they will be delivered the next day.
4. Controlled substances ordered on a hard copy version of DEA Form 222 will be shipped upon
Vendor's receipt of the form or on the Next Scheduled Delivery Day. Vendor will not impose any
additional shipping charges for ordering controlled substances if the controlled substances are
shipped separately from the original order or on the Next Scheduled Delivery Day.
5. For controlled substance orders using electronic CSOS (electronic DEA Form 222), Vendor's
standard turnaround time is 24 hours. Vendor will not apply additional shipping charges for
controlled substances when shipped separately from another order due to process delays.
6. All fees for the use of CSOS or for using the hard copy version of DEA Form 222 will be listed on
Attachment B, Discounts and Fees.
F. Technical Support for Ordering
Vendor's technical support is available from 7:00 A.M. — 12:00 A.M. EST Monday -Friday and 9:00 A.M.-
9:00 P.M. Saturday & Sunday. From midnight until 8 am, the line will transfer to voicemail, however,
Vendor's technical staff on site will check voicemail every hour and will respond to any urgent issue. The
primary method for contacting technical support is via telephone, however for certain support scenarios,
technical support can accommodate requests via email.
Cardinal ATTACHMENT A 19
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMs10001
G. Special Orders
1. All large, one-time orders should be requested through the MMCAP Participating Facility's Vendor
account representative or customer service.
2. Special requests may be, but are not limited to: 1) special one-time orders, 2) items to be added to
usage information to ensure they are included as routine stock items at the distribution center, 3)
large quantities of identical lot numbers
3. For large volume orders, no more than ten (10) business days for processing and delivery will be
required, subject to supplier availability. Vendor will need additional time for special requests
requiring the same lot number.
4. Large, one-time orders are not returnable without prior approval of manufacturer or Vendor.
Vendor commits the resources to working with the MMCAP Participating Facility and the
manufacturer to find a solution if the product must be returned.
4.9 Delivery
A. Routine Delivery
1. Vendor agrees that all fees charged for delivery will be listed on Attachment B, Discounts and Fees.
Vendor will not charge any additional fees for routine service to Alaska or Hawaii.
2. All routine scheduled order shipments will be F.O.B. destination, freight prepaid.
3. Vendor will provide delivery services based on average monthly purchasing volume as summarized
below. Scheduled delivery days will be communicated at setup.
Average Monthly Purchasing
Volume _�
$0 - $25,000
umher of Free (No Charge)
Deliveriies"per,Week" `;
5
$25,000 and up
5
4. Vendor agrees that it will not charge a fuel surcharge for the term of this Agreement and any
extensions.
5. Vendor will provide a daily order and delivery schedule for each MMCAP Participating Facility.
All deliveries will be made next day or on the Next Scheduled Delivery Day (excluding Alaska and
Hawaii), unless communicated otherwise.
6. Vendor's daily order cut off time will be 7 pm local time with the delivery window from 7 am — 3
pm the next day depending on location and distance from servicing distribution center. Orders
received Monday through Thursday will be delivered the following day. Orders received Friday
will be delivered the next business day (Monday). Vendor's distribution centers will make a good
faith effort to deliver before noon local time.
7. Vendor will provide a Holiday Schedule to each MMCAP Participating Facility and the MMCAP
Office throughout the term of this Agreement. Vendor will notify MMCAP Participating Facilities
of the holiday schedule by using tote stuffers.
8. Vendor usually makes normal deliveries via its contracted couriers. Delivery to locations outside of
the continental US will be accomplished via commercial air and local couriers.
9. Vendor will stock and deliver Products that require special handling and shipping, such as
controlled substances, refrigerated or temperature -controlled Products, oncology or chemotherapy
Products, and any hazardous materials. Vendor will only ship hazardous materials as allowed by
the appropriate government regulations.
Cardinal ATTACHMENT A 20
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS 10001
10. Same day delivery is not available unless the service can be available through emergency delivery.
11. Damaged Products must be reported to Vendor's customer service department as set forth in Section
4.12 H, Goods Returned to PPV, and applicable credits will be issued within three (3) business days
from receipt of the damaged item.
12. Lost Products must be reported to Vendor's customer service department as set forth in Section 4.12
H, Goods Returned to PPV,. Upon reconciliation, Vendor will apply credit for lost items as
applicable within three (3) business days.
13. Vendor must have the ability to ship palletized deliveries via freight companies and must be able to
use large companies for dock deliveries instead of small couriers. Orders should be shipped as
ordered (by case or by pallet) to the facility so they can be properly unloaded and stored. Vendor
will ship palletized and case quantity orders on a weekly or twice monthly basis for all distribution
centers.
14. The MMCAP Office agrees to work with Vendor on abusive situations involving MMCAP
Participating Facilities which request special delivery vehicles or methods for routine deliveries.
B. Drop Shipments
1. All fees associated with Drop Shipments are listed in Attachment B, Discounts and Fees.
2. The Vendor will act as a conduit to expedite and simplify the ordering and payment of drop shipped
Products.
3. Unless approved by the MMCAP Participating Facility, Drop Shipments directly from product
suppliers for recurring orders are prohibited.
4. Products requiring Drop Shipment must be easily identified in Vendor's ordering system. Vendor's
Drop Shipment Products are denoted in Cardinal.com as DSHP.
5. Timelines for the delivery of Drop Shipment Products will be made per the request of the MMCAP
Participating Facility (e.g., expedited shipment, standard delivery, etc). Vendor will place Drop
Shipment requests with manufacturers or suppliers within one (1) business day of receiving the
request from the MMCAP Participating Facility.
6. In the event that Vendor is unable to fill an MMCAP Participating Facility's order for an MMCAP
Contract Product, Vendor will have the Product drop shipped directly from the manufacturer. The
MMCAP Participating Facility will not be assessed a fee for this shipment.
C. Delivery for Special Products
1. Vendor will maintain appropriate temperatures and environmental conditions in accordance with
manufacturer requirements for delivery to the MMCAP Participating Facilities. All refrigerated
Products will be shipped in returnable coolers with appropriate packaging to maintain the required
temperature range. Products requiring refrigeration will be clearly marked as such. Temperature
monitors will be used if they are required by the manufacturer. All fees associated with temperature
monitors are listed in Attachment B, Discounts and Fees.
2. All Products will be adequately packaged by Vendor. If an MMCAP Participating Facility refuses
Product that has been inadequately packaged, the MMCAP Participating Facility must notify
Vendor's customer service department to log the complaint. Any costs associated with the return of
Product due to improper packaging or transport will be at the expense of the Vendor.
3. Vendor will comply with all DEA requirements for controlled substances.
4. Vendor must not distribute MMCAP Contract Products through associated specialty distributors
without the prior written approval of the MMCAP Office or without the manufacturer requiring the
Vendor to do so. Vendor has a relationship with Cardinal Health 108, Inc. d/b/a Specialty
Pharmaceutical Distribution (SPD). SPD is a wholly owned subsidiary of Cardinal Health, Inc. The
MMCAP Office acknowledges that Talecris has a limited distribution network and that Cardinal
SPD will be distributing Talecris' products for MMCAP Participating Facilities.
5. In the event a manufacturer charges Cardinal SPD for shipping due to an expedited request by an
MMCAP Participating Facility, Vendor will line item invoice the MMCAP Participating Facility for
the same shipping cost charged by the manufacturer. Backup documentation will be available upon
Cardinal
ATTACHMENT A 21
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
request for any shipping fees that are charged to the MMCAP Participating Facility for products
supplied by Cardinal SPD.
4.10 Inventory at an MMCAP Participating Facility
Vendor will provide, at no cost to the MMCAP Participating Facility, training, software, reports, and
handheld devices to perform an onsite inventory. Hiring a physical inventory company is not included in
these services. Requests for inventory support need to be made directly with the MMCAP Participating
Facility's account representative or customer service. Vendor recommends a fourteen (14) day lead time to
reserve extra Telxon devices for use in performing inventory; Vendor will take reservations for Telxons up
to 60 calendar days prior to the inventory date. MMCAP Participating Facilities may also request a set of
shelf labels to be printed using the facilities' purchase history. The labels can be printed in Brand or Generic
name order for ease of use. Training on the inventory procedure may be on -site or online.
4.11 Contract Compliance
A. On -Contract Purchasing
Vendor agrees to encourage MMCAP Participating Facilities to purchase MMCAP Contract Products.
Vendor must not condone or encourage in any way the purchase substitution of an MMCAP Contract
Product with that of a Non -Contract Product. To ensure overall MMCAP Participating Facility contract
compliance, Vendor may be asked to provide, at no cost to the MMCAP State Contacts in each state served
by the Vendor, a monthly report containing the following fields:
1. MMCAP Participating Facility name
2. Agency account numbers (MMCAP Participating Facility ID Number and Vendor
account number)
3. Contract volume (in dollars) by facility
4. Not -on -contract volume (in dollars) by facility
5. Total volume (in dollars) amounts by facility
6. Number of line items shipped to the facility
B. Compliance Calculations
Vendor agrees to report contract compliance using the MMCAP Office's preferred calculations whenever
contract compliance is reported to the MMCAP Participating Facilities, the MMCAP Office, or any other
entities designated by the MMCAP Office.
Cardinal
1. Raw Contract Compliance:
MMCAP Contract Sales'
Total Salesb
a. MMCAP Contract Sales: Products for which the MMCAP Office has negotiated a contract
b. Total Sales consist of MMCAP Contract Sales, Alternate Contract Sales, Vendor's Generic
Drug Program pricing, and non -contract sales.
2. Adjusted Contract Compliance:
MMCAP Contract Sales' + Alternate Contract Salesb
Total Sales`
a. MMCAP Contract Sales: Products for which the MMCAP Office has negotiated a contract
ATTACHMENT A 22
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
b. Alternate Contract Sales consist of Products purchased under the 340B Drug Pricing Program,
Products purchased from contracts individually negotiated by the MMCAP Participating
Facilities, and/or Products purchased from the Vendor's Generic Drug Program.
c. Total Sales consist of MMCAP Contract Sales, Alternate Contract Sales, and Non -Contract
Sales.
d. In the event that an MMCAP Participating Facility has a 340B account, that portion of the
MMCAP Participating Facility's business will be assigned a separate account number and
Contract Compliance will be calculated in the same manner for that account.
3. Vendor will encourage the use of MMCAP Contract Products by providing training and services to
MMCAP Participating Facilities during the bid roll and throughout the term of this Contract.
4. Cardinal.com will offer "Contract Ranking" settings to assist MMCAP Participating Facilities in
color coding and sets a search result ranking bringing preferred contracts to the top of the users
search screen.
5. In special situations where deemed necessary, Vendor will provide sub logic to the MMCAP Office
to support corporate initiatives (e.g., market share agreements, contract switches and other potential
formulary initiatives).
6. In the case where an MMCAP Participating Facility is denied contract pricing (e.g., vendor block),
Vendor agrees to send notification to the MMCAP Office via e-mail (mn.multistate ,,state.mn.us).
C. Reporting Tools
1. Vendor agrees to provide online electronic access to all purchasing data relating to the Products that
are purchased by each MMCAP Participating Facility to the MMCAP Office and MMCAP
Participating Facilities. Vendor will provide a system for reporting each individual MMCAP
Participating Facility's purchases, as well as be capable of running reports on select groups of
facilities. Users must be able to manipulate the data to build reports based on each MMCAP
Participating Facility's individual needs/requirements directly through the system or through the
ability to transfer data into spreadsheets in a Microsoft Office compatible format.
2. Vendor agrees to provide each MMCAP Member and the MMCAP Office with entelligence, a web -
based reporting tool. Entelligence rolls up purchase data from each of the points of purchasing
within an organization and provides comprehensive reporting to evaluate purchasing (e.g., super -
user). Report Writer is an ad hoc reporting tool that enables MMCAP Participating Facilities to
create, preview, save, copy, and print report requests. Report Writer will also be made available to
MMCAP's Members and the MMCAP Office.
3. At a minimum, Vendor will provide the following on-line reporting tools:
• 80/20 (Velocity) Purchase Summary Report: ranks items by sales value over a designated
period of time
• Manufacturer Backorder reporting
• Contract missed opportunities
• Therapeutic interchange analysis
• Brand -to -generic saving analysis
• Budgetary forecasting and analysis
4. Vendor will set up a user login on Vendor's online ordering system for each MMCAP Member
State and the MMCAP Office with all MMCAP Participating Facility accounts for the purpose of
reporting at no cost.
5. Vendor will provide the technology to allow one user (e.g., super -user) to run reports for several
MMCAP Participating Facilities' accounts at one time.
Cardinal
ATTACHMENT A 23
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS 10001
4.12 Invoicing
A. Order Invoice
1. Vendor agrees that MMCAP Participating Facilities will be invoiced at the MMCAP contract price for
MMCAP Contract Products, plus or minus the negotiated service fee discount, throughout the term of
this Agreement and any extensions. Service fee discounts will be applied to all Non -Contract Products
with the exception of Non -Contract Bulky Products, as set forth in Attachment B, Discounts and Fees.
2 Vendor agrees that all service fee discounts will be in accordance with Attachment C, Service Fee
Discount Matrix.
3. Vendor agrees that any fees besides cost for both MMCAP Contract Products and Non -Contract
Products will be listed on Attachment B, Discounts and Fees.
4. Vendor shall not add any fee, percentage, or other cost to the Products purchased under this Agreement
unless the fee, percentage, or cost is defined and approved in writing by the MMCAP Office prior to
implementation.
5. Vendor will submit an invoice with each order. Invoices must be only for the amount of Product
delivered, not the amount ordered. Quantity ordered and quantity shipped must be based on the
packaging associated with the NDC number.
6. The MMCAP Office's definition of Bulky Products include food and food products, home healthcare
products (durable medical equipment, such as walking aids, bathroom safety products, wheelchairs and
accessories, scooters and lift chairs, etc.), non -contract nutritionals, school and office supplies, non-
contract large volume parenterals, and non -contract IV Fluids. All service fee discounts and fees for the
delivery of Bulky Products are listed on Attachment B, Discounts and Fees. No fees or special handling
charges will be assessed for MMCAP contract nutritionals, MMCAP contract large volume parenterals,
or MMCAP contract IV fluids throughout the term of this Agreement. Service fee discounts will be
applied to MMCAP Contract Products that are also Bulky Products, including MMCAP contract
nutritionals, MMCAP contract large volume parenterals, and MMCAP contract IV fluids, as set forth on
Attachment B, Discounts and Fees.
7. Cardinal SPD will honor the MMCAP contract price, where applicable. Service fee discounts will be
applied to MMCAP Contract Products that are drop shipped through Cardinal SPD. Cardinal SPD-
contracted Blood Factor and Cardinal SPD-contracted Plasma Products that are not MMCAP Contract
Products will be billed at market price as communicated prior to purchase.
8. All additional fees (e.g., service fees, shipping charges, emergency orders, etc.) charged by Vendor will
be in line item detail separated from the product's cost and will be tied back to an original invoice
number. Currently, Vendor's invoices have a memo field that is used to reference the original invoice
in instances where fees or credits are billed to the MMCAP Participating Facility. Vendor will populate
this memo field for all MMCAP Participating Facility orders, if applicable.
9. Vendor agrees to work with facilities requesting customized invoices within 120 days of project
initiation. At no cost and upon request, Vendor will work with the MMCAP Participating Facility to
develop a customized invoice format. Vendor agrees to respond to all customized invoice requests
within 120 calendar days.
10. At a minimum, the Vendor's invoice will contain the following fields:
Facility Name
Vendor -assigned account number for the MMCAP Participating Facility
Invoice number
Invoice line number
MMCAP Participating Facility's purchase order number
Invoice date
Vendor's SKU item number
NDC (11 digit)
Controlled substance classification
Product Name/Description
Cardinal
ATTACHMENT A 24
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
Packaging as associated with NDC number
Unit price
Quantity ordered
Quantity shipped
Extension (unit price multiplied by the quantity shipped)
Total invoice price
Type of transaction (MMCAP contract purchase, other contract purchase (e.g., 340B, off -
contract purchase))*
Service fee per line item (Vendor's invoice does not currently list the service fee discount per
line item, however, Vendor will develop a system enhancement that will provide service fee
discounts per line item on every invoice within a commercially reasonable timeframe.)
Bill to address
Ship to address
Applicable omit codes (e.g., Manufacturer Backorder, wholesaler temporarily out, manufacturer
discontinued, etc.)
11. Vendor's invoice note codes indicate the type of transaction and are as follows:
Code
Definition
T
Taxable
CT
Contract
G
Generic substitution
SN
Special net
CS
Cardinal Health source program
PP
PharmPak discount
SP
Special pricing
12. Vendor's omit codes are:
Code
Definition
1
Manufacturer Backorder
2
Warehouse out
3
Manufacturer out
4
Not stocked
5
Manufacturer discontinued
6
Warehouse discontinued
7
Drug recall
8
New item/stock unavailable
9
Restricted item
10
Product allocation
B. Invoice Rounding.
Vendor agrees to round down if the third digit after the decimal is 4 or less. Vendor agrees that any
rounding will occur at the line item. Vendor does not currently have a system in place to provide traditional
rounding as described. Vendor agrees to pay a fee to MMCAP if Vendor's traditional rounding system is
not tested, approved, and implemented within 4 months of agreement or January 31, 2010 (whichever is
longer). The fee will be $25,000 in month 1 (February 2010), $50,000 in month 2 (March 2010), $75,000 in
month 3 (April 2010), and $100,000 per month thereafter (May 2010 and on). Vendor will provide a letter
of assurance from its IT and Business Executives that these system changes will be made on or before the
deadline. Vendor agrees to notify MMCAP 30 day prior to deadline if it will not meet the deadline.
Cardinal ATTACHMENT A 25
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
Vendor Rounding Rebate Process
Vendor agrees to rebate, from contract execution until implementation certification, the difference between
the Cardinal system rounding for the 3rd digit in a 5 decimal space format which rounds to the next penny,
rather than rounding up or down based on the 3rd decimal space number.
KEY TERMINOLOGY
Traditional Rounding: Rounding using the 5 decimal space method where the third decimal space number
determines the rounding up or down. If equal or greater than 5 at the third decimal space, the price rounds
up to the next penny.
1.99101 = 1.99 or 1.99501 = 2.00
Cardinal Rounding: Rounding at the third decimal is rounded up to the next digit.
1.99101 = 2.00
PROCESS:
• A monthly query is generated by Cardinal Health to support the process of making facilities whole
until technology is in place implementing traditional rounding.
• An analyst will pull all invoice data that are subject to rounding which includes only items that are
priced using the Cardinal Rounding.
• These data will demonstrate the item's "base price" or "cost" as reflected on the invoice, and then
compare it with the Traditional rounding method calculating a delta to be paid in the form of a
credit using this process.
• Data used for the reconciliation process will have line item, invoice level detail.
• These data will be available to each respective state once generated in excel format for the purposes
of their own internal reconciliation.
• Subsequent credits will be processed no later than the 20th of each month for the previous month's
query.
• Credit Memos will come to each state facility account number where applicable.
• A special CIN (Cardinal Item Number) will be assigned to be utilized for the credits and a message
will be input in the "Memo" section of the credit stating "Rounding Rebate".
C. Credits and Rebills
1. Vendor agrees to process credits and rebills daily as manufacturer notifications are received. Vendor
will issue credits due to MMCAP Participating Facilities daily. In the case of an invoice dispute,
Vendor will issue credits/rebills within two (2) business days after dispute resolution.
2. Vendor will make credits and rebills available to each MMCAP Participating Facility online, with the
option to print a hard copy.
3. Vendor will notify MMCAP Participating Facility of credit balances through a monthly report showing
all credits that were paid and any existing credit that is still available.
4. Vendor agrees that credits will not have an expiration date.
5. Vendor agrees that in the event of a facility closure or other extreme event where the MMCAP
Participating Facility will not be making another purchase through Vendor, the MMCAP Participating
Facility may cash out its credit(s).
6. Vendor agrees that if it is directed by an MMCAP Participating Facility, a credit can be transferred from
one account to another account.
7. Vendor will clearly identify Credits as a credit.
Cardinal
ATTACHMENT A 26
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS cool
8. The Vendor will take all necessary steps to ensure that credits that become available close to the end of
the MMCAP Participating Facility's Fiscal Year are available for use by the MMCAP Participating
Facility no later than five (5) business days prior to the end of the fiscal year.
9. Vendor's credit memo will contain:
a. Original purchase order
b. Original Vendor invoice number
c. Original invoice date
d. Itemized listing of the product(s) affected
e. Any rebill associated with the credit
f. Reason(s) for the credit (e.g., manufacturer credit, merchandise return, etc.)
g. Net credit amount available to the MMCAP Participating Facility
10. Vendor will clearly identify Rebills as a rebill. Rebilled invoices can be found online via Cardinal.com
through entelligence (Standard Reports).
11. Vendor's rebill memo will contain:
a. Original purchase order
b. Original Vendor invoice number
c. Original invoice date
d. Itemized listing of the product(s) affected
e. Credit memo associated with the rebill
f. Reason(s) for the rebill (e.g., manufacturer chargeback denial, pricing error, etc.)
12. Vendor agrees that rebills will reflect the net difference owed or due after any original credited amount
has been applied.
D. Price Audits and Corrections
1. In the event of a pricing error (e.g., late pricing load, etc.) that is solely attributable to the Vendor,
Vendor agrees to no longer process credit/rebills after the greater of 90 calendar days or the
maximum allowed by the supplier. Vendor agrees to actively pursue any available remedies with
suppliers on behalf of MMCAP Participating Facilities' interests and agrees to seek exceptions to
supplier imposed limitations if necessary. This clause will in no way be deemed a limitation on the
Parties as it relates to the future auditing and/or correction of invoices.
2. When an MMCAP Participating Facility or the MMCAP Office discovers an error in pricing for an
MMCAP Contract Product that favors one MMCAP Participating Facility, Vendor will issue
credits/rebills to ALL MMCAP Participating Facilities for the time period from the date the error
began to the date it is corrected.
3. On a weekly basis throughout the term of this Agreement, Vendor will conduct contract pricing
audits matching pricing information provided by the MMCAP Office against contract pricing
provided by manufacturers. If Vendor discovers discrepancies, then Vendor will notify
manufacturer and the MMCAP Office of the discrepancy in order to reach resolution. Upon
resolution, Vendor will correct the errors, will create a sales history report, and enter credit(s)/re-
bill(s) for each MMCAP Participating Facility connected to the contracts within five (5) business
days.
4. The MMCAP Office and the MMCAP Participating Facilities acknowledge that if a pricing
discrepancy is the fault of the applicable manufacturer, such manufacturer may limit recovery
arising from such pricing discrepancy and Vendor shall not have any responsibility for such
discrepancy or any such limitation.
E. Chargeback Denials
Vendor will notify the MMCAP Office when it receives legitimate chargeback denials from manufacturers
that have denied MMCAP Participating Facilities contract pricing. Notification will be communicated to
the MMCAP Office via an automated report. Vendor will provide this information within five (5) business
days of validation with the supplier.
Cardinal
ATTACHMENT A 27
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
F. Invoice Disputes
Subject to state law, the MMCAP Participating Facility will notify Vendor of any known dispute with an
invoice within 30 calendar days of receipt of the invoice.
The MMCAP Participating Facility shall pay all portions of a disputed invoice, subject to resolution of that
dispute. If upon resolution, the disputed invoice was found to be in error, Vendor shall credit the original
amount of the invoice and rebill the MMCAP Participating Facility.
Where the above is prohibited by an MMCAP Member State's applicable law(s), the Vendor shall comply
with requirements of that state's law(s) related to disputed invoices. If state law prohibits the complete
payment of a disputed invoice, Vendor agrees that any outstanding amount will not be held against the
MMCAP Participating Facility when calculating service fee discounts.
Vendor will make a good faith effort to resolve known disputes related to contract pricing within 30
calendar days of notice of the dispute. This clause will in no way be deemed a limitation on the Parties as it
relates to the future auditing and/or correction of invoices.
Unless otherwise prohibited by state law, where an MMCAP Participating Facility disputed invoice is found
to be incorrect, the MMCAP Participating Facility may be liable for interest and penalties, as set forth in
Section 4.22 Late Payment.
G. 810 EDI Invoices and Auditing
Vendor must provide 810 EDI invoices to the MMCAP Office, MMCAP Participating Facilities, and any
other entity designated by the MMCAP Office.
Vendor will work with MMCAP's contracted invoice auditing vendor. Vendor will research product pricing
that appears to have a discrepancy and will confirm that pricing and information with the manufacturer.
Vendor will review and make a reasonable effort to resolve errors within ten (10) business days of
notification from MMCAP-contracted invoice auditing vendor. Vendor will not charge the MMCAP Office
or the MMCAP Participating Facility for use of an invoice auditing service or for invoice dispute resolution.
Vendor will issue credits/rebills within three (3) days of manufacturer verification.
H. Goods Returned to the PPV
Vendor will maintain a returned goods policy for accepting returns from the MMCAP Participating
Facilities in accordance with applicable laws, regulations, and normal business practices. MMCAP Office
expects that there will be no associated fees for the following returns:
• Products returned due to Vendor error (e.g., incorrect item or quantity).
• Products received through the Vendor with visible or concealed damages.
• Recalled Products, regardless of level of recall.
• Products received through the Vendor that have less than six (6) months shelf life dating at
the time of receipt from the Vendor, unless otherwise authorized by the MMCAP
Participating Facility.
Vendor will not hold credits owed to MMCAP Participating Facilities from manufacturers in arrears with
Vendor.
Returned Good Policy
Products in Saleable/Merchantable Condition
Returns Made Within:
Credit Amount:
1-60 Calendar Days from Invoice Date
Credit at 100% of Invoice Amount
61-180 Calendar Days from Invoice Date
Credit at 85% of Invoice Amount
181-396 Calendar Days from Invoice Date
Credit at 70% of Invoice Amount
Return Requests Greater than 396 Calendar Days
Not Accepted
Cardinal
ATTACHMENT A
28
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS 10001
Saleable/Merchantable Products
Definition — Saleable or merchantable Products are Products that (i) can be sold back into the marketplace after
a return in the normal course of business and (ii) meet the following criteria:
• Product must have been purchased through the Vendor. Order shortages, filling errors and damaged
products and short dated items must be reported within three (3) business days and returned within ten (10)
business days of the original invoice date.
• Product must be in original condition with no defects or adulteration in packaging or labeling;
• Product must be unopened with seals intact and otherwise not adulterated, e.g., no partials will be accepted;
• Product must have at least 7 months dating remaining before expiration (current month plus 7 months.)
Excludes seasonal Products, Products purchased on a "special order" basis, non -stock and drop -shipped
Products (unless incorrect or damaged);
• Product must have been stored and transported under proper conditions while in custody of the customer;
• Product must be in accordance with the return policies of the applicable manufacturer; and
• Product listed by any state or federal regulatory agency as a high -risk Pedigree item must have valid invoice
number to be verified by Vendor.
Products in Unsaleable/Unmerchantable Condition
Unsaleable/Unmerchantable Products
Definition — Unsaleable or unmerchantable are Products that are returned to the Vendor that do not meet the
saleable or merchantable criteria described above or:
• Products that arrive at the Vendor with stickers where the stickers are not part of the manufacturer's original
packaging and when the Product is damaged during the Vendor's attempt to remove the sticker.
• Products that are opened and seals broken, i.e., partials not accepted
Credit Percentage — 100%
• Products damaged in transit to customer, with concealed damage, received short dated or shortages each of
which must be reported within three (3) business days of original invoice date and products must be returned
within ten (10) business days of the original invoice date.
• Products returned within sixty (60) calendar days or less from the original invoice date.
• Recalled Products returned in accordance with applicable recall terms.
• Any Vendor Private Label Product that does not meet the definition of unsaleable/unmerchantable as
described above.
Credit Percentage — 85%
• Products damaged in transit to customer, with concealed damage, received short dated or shortages each of
which must be reported within three (3) business days of original invoice date and Product must be returned
within ten (10) business days of the original invoice date.
• Products returned sixty-one (61) or more calendar days past the original invoice date.
Credit Percentage — 70%
Cardinal
ATTACHMENT A 29
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
• Products damaged in transit to customer, with concealed damage, received short dated or shortages each of
which must be reported within three (3) business days of original invoice date and Product must be returned
within ten (10) business days of the original invoice date.
• Products returned 1 81 -396 calendar days past the original invoice date.
Credit Percentage — 0% (No Credit)
• Products that are not eligible for credit under the manufacturers return policy
• Any Products received more than twelve (12) months past the expiration date.
• Any Products that have open seals, i.e., partials.
Nonreturnable Products -
The following Products may not be returned. In the event Products are returned that have the following
conditions, customer will receive zero (0) credit, the Product may be returned to the customer with return freight
charged to the customer and/or customer may receive processing charges.
• Products purchased from any other source other than the contracted Vendor;
• Products for which customer does not transmit the invoice number with the Return Authorization;
• The quantity being returned exceeds the quantity on the applicable invoice;
• Schedule II controlled substance Products unless C-Its are damaged in shipment. Customer must notify
Vendor immediately (no later than 24 hours after delivery) Vendor will correct order or issue a credit under
this circumstance.
• Schedule II controlled substance Products where customer orders more C-IIs than intended, Vendor may
authorize the return and credit. Customer must notify Vendor immediately (no later than 24 hours after
delivery).
• Unsaleable/Unmerchantable controlled drugs (CIIs-CVs)
• Products designated "no recourse" or "un-returnable" or other similar designation.
• Drop Shipment Products, Special Orders, deals, pre -packs, non -stocked or discontinued Products, seasonal
Products, frozen Products, Products for which the manufacturer does not allow return, Products with low
stability (e.g., unusually sensitive to temperature/handling situations), Products considered hazardous
materials or toxic waste, Products not returnable by law proposed at the time of return and Products
remaining in opened containers.
I. Reverse Distribution Processor
Vendor must have an agreement throughout this contract period with the MMCAP-contracted returned
goods processor to allow all MMCAP Participating Facilities to fully participate in the services offered by
the MMCAP Returned Goods Contract. The Returned Goods Processor is subject to change at any time.
The Vendor will not withhold or delay application of a credit from a returned goods processor to the
MMCAP Participating Facility's account for any reason. Vendor will not withhold credit owed to MMCAP
Participating Facilities when the credit is from a manufacturer that is in arrears with the Vendor. All fees
associated with reverse distribution, including returns from alternate processors that are not the awarded
reverse distribution processing vendor for the MMCAP Returned Goods Program, are listed on Attachment
B, Discounts and Fees.
J. Recalls
If any Product distributed under this contract is recalled or removed by the manufacturer or the Vendor
itself, or if a recall is suggested or mandated by a regulatory or official Agency, Vendor will send notice to
each ship -to location for which Vendor has a sales history within the affected recall timeframe. Recall
notices will be sent with the MMCAP Participating Facility's next delivery or via mail if the MMCAP
Participating Facility does not have a delivery the day the recall notice is released.
Cardinal ATTACHMENT A 30
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
Depending on the class of the recall, Vendor will, after initiating a recall, send to any MMCAP Participating
Facility that did not provide Vendor verification they received the recall notice, a second notice three weeks
and/or six weeks after recall initiation.
Vendor will send recall notices to inactive MMCAP Participating Facilities that have ordered the recalled
Product up to 12 months after the last purchase.
4.13 Pedigree
Vendor guarantees that all Products purchased are sourced directly from the manufacturer or the
manufacturer's authorized distributor, without exception. Vendor agrees that its business practices meet or
exceed each MMCAP Member's Pedigree requirements that it services. Vendor will adhere to any future
changes in Pedigree laws for all applicable MMCAP Member States. If any new Pedigree laws which
require change(s) to the current pharmaceutical distribution procedure(s) are passed, a minimum of 30
calendar days' notice of the change(s) will be provided so MMCAP Participating Facilities can prepare.
Vendor agrees to provide next day service for those Products requiring a Pedigree. All fees associated with
providing Pedigrees are listed on Attachment B, Discounts and Fees.
4.14 Emergency Order, Placement and Delivery
Vendor's procedure for placement of emergency orders during non -business hours will be made available to
each MMCAP Participating Facility upon start up of service. Each MMCAP Participating Facility will be
provided twelve (12) emergency orders annually free of charge. Any additional emergency orders beyond
the twelve per year that are free will be assessed a fee as detailed in Attachment B. Discounts and Fees. An
emergency order is defined as one necessary for immediate and specific patient care which falls outside the
normal order and delivery parameters. Using air and ground options, Vendor will exhaust all resources in
delivering emergency Product in the most timely and efficient methods. Air services may be used at the
discretion of the vendor based on the severity of the emergency situation. Vendor will make a good faith
effort to make emergency deliveries within four (4) hours following receipt of the order. OTC Products are
not considered necessary for immediate and specific patient care and therefore do no qualify for free
emergency orders. Service fee discounts will be applied to emergency orders as set forth in Attachment B,
Discounts and Fees.
4.15 Other Value Added Services
A. Vendor's Generic Drug Program
Vendor may offer its Generic Drug Program to Participating Facilities with the following restrictions:
1. The program will not be mass loaded to all MMCAP Participating Facilities. States or individual
MMCAP Participating Facilities may request the program, but it may only be loaded upon prior
written approval of the MMCAP Office. Vendor will remove its Generic Drug Program from any
MMCAP Participating Facility that makes such a request in writing.
2. Vendor will provide a monthly update listing all MMCAP Participating Facilities accessing the
Generic Drug Program.
3. The Vendor may not solicit business from an MMCAP Participating Facility; the MMCAP
Participating Facility must approach the Vendor and make the request to be added to Vendor's
Generic Drug Program. Vendor reserve the right to explain to the MMCAP Participating Facilities
the details of this new agreement. New MMCAP Participating Facilities will not be solicited to
participate in the Vendor's generic program. Vendor agrees that it will not incentivize its
representatives in order to gain business for it Generic Drug Program from MMCAP Participating
Cardinal ATTACHMENT A 31
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
Facilities. Vendor agrees to provide a monthly report detailing all contracts the MMCAP
Participating Facilities are attached to.
4. The Vendor -based Generic Drug Program will be used as a back-up to the MMCAP contracts and
available ONLY as an alternative if an MMCAP Contract Product is not available because of
manufacturer -caused actions (e.g., long term backorder) or if MMCAP does not have an equivalent
generic Product on contract (in this case, equivalency is defined as generic name, strength, and
packaging).
5. Vendor shall use the MMCAP contract portfolio solely for the purpose of providing distribution and
related services to MMCAP Participating Facilities.
6. Vendor agrees to stock MMCAP Contract Products with usage greater than three (3) units per
month at each distribution center. Vendor will provide a report by generic name which will identify
any Generic Drug Program purchases where an equivalent MMCAP generic Product exists but is
not stocked.
7. Vendor agrees to load the MMCAP Contract Products in prime or first position in Vendor's
ordering system so that MMCAP Contract Products appear first when the MMCAP Participating
Facility places an order.
8. For new MMCAP Participating Facilities, any Generic Drug Program offerings will not be ranked
in the Vendor's ordering system before any MMCAP Contract Products and will be clearly labeled
as a secondary contract item. The MMCAP Office agrees to educate MMCAP Participating
Facilities in regard to ordering system default settings.
9. Vendor may be required to identify Generic Drug Program Products as such when Vendor reports
sales data to the MMCAP Office.
10. Monthly, Vendor will pay an administrative fee to the MMCAP Office on all sales of Vendor's
Generic Drug Program Products to the MMCAP Office in addition to any distributor administrative
fee payments. See Attachment B, Discounts and Fees.
11. Vendor will apply service fee discounts to all Vendor Generic Drug Program purchases.
12. In order to audit compliance and non -competitiveness with the requirements above, Vendor must
provide a report on a monthly basis to the MMCAP Office that details each product that is currently
available on the Vendor -based contract, program and the Product price so that the MMCAP Office
can be sure that the Vendor's program is not competing with the MMCAP contract. The minimum
data fields required are listed below:
Minimum data; fields'requir
NDC (11-digit format)
Vendor product identification number
Product description (generic name)
Packaging
Supplier name (Manufacturer)
Quantity Purchased
Total Sales
Vendor's Generic Drug Program Price per Unit
B. Pharmacy Interfaces
Vendor's pharmacy interfaces with software/dispensing systems will be developed and implemented at no
cost to the MMCAP Participating Facility. Training and technical support related to pharmacy interfaces
will be provided at no cost.
C. Additional Services
Vendor must make all services and Products thalt are available to its general customers, but not specifically
mentioned within this Agreement, available to all MMCAP Participating Facilities upon request and upon
approval from the MMCAP Office.
Cardinal ATTACHMENT A 32
Attachment A Statement of Work — Cardinal MMCAP Contract Number MMS10001
4.16 Mandatory Reports
Vendor will provide the following reports:
A. Sales Data Report
Vendor will supply to the MMCAP Office accurate monthly sales data on or before the 10th day of the
second subsequent month (e.g., June's data will be due July 10th). This report MUST include the following
for every transaction between the Vendor and the MMCAP Participating Facility:
i. The first table details the required fields for the sales data report
ii. The second table details the required record layout in fixed record format.
Required Data Field Full Namefor Sales Data Report
MMCAP-assigned facility ID
MMCAP Facility Name
Vendor Distribution Center Code
Vendor -assigned Account number for the MMCAP Facility
Invoice Number
Invoice Line Number
Purchase Order Number
Invoice date (mmddccyy)
Buyer name or equivalent of buyer ID for person submitting the
invoices
Vendor's (distributor) SKU item number
NDC of purchased product in 5-4-2 format as stored in First DataBank,
Inc.
Label Name
Unit Dose
Pack Size
Unit
Case Size
Dose
Strength
Route
Unit Price (99999.9999)
Quantity ordered (not Vendor repackaged or re -bundled
q uantity)(999999, 9999)
Quantity shipped (not Vendor repackaged or re -bundled quantity)
(999999.9999)
Extension (unit price multiplied by the quantity shipped) EXTENDED
PRICE (99999999.999)
Type of transaction (MMCAP contract purchase, other contract
purchase (340B,PHS), not on contract purchase) 1=contract item,
2=other contract, 3=not on contract
Bill to Address 1
Bill to City
Bill to State (2 alpha postal code)
Bill to Zip (standard 5-4 format, no dash necessary)
Ship to Address 1
Ship to City
Cardinal ATTACHMENT A 33
Attachment A Statement of Work — Cardinal
MMCAP Contract Number MMS10001
Cardinal
Ship to State (2 alpha postal code)
Ship to Zip (standard 5-4 format, no dash necessary)
Service Fee (9999.9999)
MMCAP Contract Number (MMSxxxxx)
Admin fee for non -contract items (9999.9999)
Credit Indicator (C for credit)
MMCAP Assigned Wholesaler Code (Codes will be assigned to PPV's
during implementation period of the contract)
Manufacture Name (MFG Name)
Class of Trade
340b Purchase
Remainder of Page Intentionally Left Blank
ATTACHMENT A 34
Attachment A Statement of Work — Cardinal
Car
MMCAP Contract Number MMS10001
Monthly Sales Data Usage Report - Fixed Length Fields
Required.Data Field Full Name
'V
FieldName
[
'DataType
Format,(note
decimalsare to be
included)-
Size
=-
Nulls
Begin
Column
End
..Column
MMCAP-assigned facility ID
MMCAP id
Alpha Numeric
7
1
1
7
MMCAP Facility Name
MMCAP Name
Alpha Numeric
30
1
8
37
Vendor Distribution Center Code
DistributionCenter
Alpha Numeric
3
1
38
40
Vendor -assigned Account number for the MMCAP Facility
VendAccountNo
Alpha Numeric
10
1
41
50
Inwice Number
InwiceNumber
Alpha Numeric
15
1
51
65
Inwice Line Number
InwiceLineNo
Alpha Numeric
4
1
66
69
Purchase Order Number
poNumber
Alpha Numeric
15
1
70
84
Inwice date (mmddccyy)
InwiceDate
numeric
mmddccyy
8
1
85
92
Buyer name or equivalent of buyer ID for person submitting the inwices
BuyerName
Alpha Numeric
20
1
93
112
Vendor's (distributor) SKU item number
SKU
Alpha Numeric
13
1
113
125
NDC of purchased product in 5-4-2 format as stored in First DataBank, Inc.
NDC
Alpha Numeric
999999999
11
1
126
136
Label Name
LabelName
Alpha Numeric
40
1
137
176
Unit Dose
UD
numeric
9
1
1
177
177
Pack Size
Pack_Size -
numeric
99999.999
9
1
178
186
Unit
Unit
Alpha Numeric
2
1
187
188
Case Size
Case_Size
numeric
9999
4
1
189
192
Dose
D
Alpha Numeric
10
1
193
202
Strength
STR
Alpha Numeric
10
1
203
212
Route
RT
Alpha Numeric
10
1
213
222
Unit Price (99999.9999)
UnitPrice
numeric
99999.9999
10
1
223
232
Quantity ordered (not Vendor repackaged or re -bundled
quantity)(999999.9999)
QuantityOrdered
numeric
999999.9999
11
1
233
243
Quantiy shipped (not Vendor repackaged or re -bundled quantity)
(999999.9999)
QuantityShipped
numeric
999999.9999
11
1
244
254
Extension (unit puce multiplied by the quantity shipped) EXTENDED
PRICE (99999999.999)
ExtendedPrice
numeric
99999999.999
13
1
255
267
Type of transaction (MMCAP contract purchase, other contract purchase
(340B,PHS), not on contract purchase) 1=contract item, 2=other contract,
3=not on contract
SaleType
Alpha Numeric
1
1
268
268
Bill to Address 1
billtoaddressl
Alpha Numeric
30
1
269
298
Bill to City
billtocity
Alpha Numeric
20
1
299
318
Bill to State (2 alpha postal code)
billtostate
Alpha Numeric
2
1
319
320
Bill to Zp (standard 5-4 format, no dash necessary)
billtozip
Alpha Numeric
9
1
321
329
Ship to Address 1
shiptoaddressl
Alpha Numeric
30
1
330
359
Ship to City
shiptocity
Alpha Numeric
20
1
360
379
Ship to State (2 alpha postal code)
shiptostate
Alpha Numeric
2
1
380
381
Ship to Zip (standard 5-4 format, no dash necessary)
shiptozip
Alpha Numeric
9
1
382
390
Service Fee (9999.9999)
ServiceFee
numeric
9999.9999
9
1
391
399
MMCAP Contract Number (MMSxxxxx)
contractnumber
Alpha Numeric
10
1
400
409
Admin fee for not -on -contract items (9999.9999)
AdminFee
numeric
9999.9999
9
1
410
418
Credit Indicator (C for credit)
Creditlndicator
Alpha Numeric
1
1
419
419
MMCAP Assigned Wholesaler Code (AmeriSource-Bergen=0401, Cardinal
Health=0301, Morris-Dickson=0701, Bergen=0201, (New codes will be
assigned to PPV's during implementation period of the contract)
WholeCode
Alpha Numeric
4
0
420
423
Manufacture Name (MFG Name)
MfgName
Alpha Numeric
40
1
424
463
Class of Trade
ClassofTrade
Alpha Numeric
4
1
464
467
340b Purchase
340b
Alpha Numeric
1
1
468
468
i .nal— ATTACHMENT A
36
Attachment A Statement of Work — Cardinal MMCAP Contract
Number MMS 10001
B. Monthly Payment Report
Vendor will provide to the MMCAP Office accurate monthly payment data on or before the
IOth day of the second subsequent month (e.g., June's data will be due July 10th).
1. The first table details the required fields for the monthly payment report
2. The second table details the required record layout in fixed record format.
Cardinal
36
MMCAP. PaymentData °Fields
MMCAP-assigned facility ID
MMCAP Facility Name
Vendor -assigned Account number for the MMCAP
Facility
Invoice Number
Invoice Line Number
Purchase Order Number
Vendor's (distributor) SKU item number
NDC of purchased Product in 5-4-2 format as stored in
First DataBank, Inc.
Payment Due Date (mmddccyy)
Label Name
Packaging as associated with NDC Number
Date Payment Credited to Account (mmddccyy)
Quantity Purchased -must be expressed in terms of the
packaging associated with the NDC (not Vendor
repackaged or re -bundled quantity) (999999.9999)
Dollar Amount of Transaction -to the third decimal.
The dollar amount must be the actual acquisition cost,
after any discounts and service fees.
Credit Indicator (C for credit)
ID for person making the payment
Remainder of Page Intentionally Left Blank
ATTACHMENT A
Attachment A Statement of Work — Cardinal
Record Layout for the Monthly Payment File - Fixed Length Fields
MMCAP Contract Number MMS I00o i
Long Name'(from`'originalMMCAP Agreement
MMCAP-assigned facility ID
MMCAP Facility Name
Vendor -assigned Account number for the MMCAP Facility
Invoice Number
Invoice Line Number
Purchase Order Number
Vendor's (distributor) SKU item number
NDC of purchased Product in 5-4-2 format as stored in First
DataBank, Inc.
MMCAP id
MMCAP Name
VendAccountNo
InvoiceNumber
InvoiceLineNo
poNumber
SKU
NDC
Alpha Numeric
Alpha Numeric
Alpha Numeric
Alpha Numeric
Alpha Numeric
Alpha Numeric
Alpha Numeric
numeric
orma
note decimals
are to; be
included):;
99999999999
7
30
10
15
4
15
13
11
1
1
l
1
1
1
1
1
Begin Column:.
1
8
38
48
63
67
82
95
7
37
47
62
66
81
94
105
Payment Due Date (mmddccyy)
Label Name
Packaging as associated with NDC Number
Date Payment Credited to Account (mmddccyy)
Quantity Purchased -must be expressed in terms of the
packaging associated with the NDC (not Vendor repackaged
or re -bundled quantity) (999999.9999)
Dollar Amount of Transaction -to the third decimal. The
dollar amount must be the actual acquisition cost, after any
discounts and service fees.
DueDate
LabelName
Packaging
PaymentCDate
QuantityOrdered
(Shipped)
TranDollar
numeric
Alpha Numeric
Alpha Numeric
numeric
numeric
numeric
mmddccyy
mmddccyy
999999.9999
99999999.999
8
40
16
8
11
13
1
1
1
1
1
1
106
114
154
170
178
189
113
153
169
177
188
201
Credit Indicator (C for credit)
ID for person making the payment
Cardinal
Creditlndicator
BuyerName
ATTACHMENT A
Alpha Numeric
Alpha Numeric
37
1
20
1
1
202
203
202
222
C. Kill/Fill Report
Vendor will provide to the MMCAP Office accurate kill/fill data on or before the 10th day of the
second subsequent month (e.g., June's data will be due July l Oth). This data must be provided in
an Excel format and be submitted electronically to mn.multistate@state.mn.us. The following
table details the required fields for the Kill/Fill data report:
Field Long Name L
MMCAP ID
Customer Name
PPV Customer DC Number
Customer Distribution Center
PPV Customer Number
Address
City
State
NDC of Product in 5-4-2 format as stored in First
DataBank
Invoice Number
Invoice Date
Short Reason Code
Short Reason Description
Product Trade Name
Product Generic Name
Pack Qty
Pack Size
Order Quantity
Shipped Quantity
Killed Qty
Extended Sales
Remainder of Page Intentionally Left Blank
Cardinal Health 38
Attachment A
D. Contract Change Report
Vendor will provide to the MMCAP Office accurate Contract Change data on or before the first
day of each week. This data must be provided in an Excel format (may be zipped) and be
submitted electronically to mn.multistate@state.mn.us. The table below details the required
fields from the Contract Change Report. This report must include the following for every Product
added to, changed, or deleted from the MMCAP contract.
Long Field Description Name — Contract Change Report ` ..
MMCAP Office Assigned PPV Number
Contract Start Date
Contract End Date
Pharmaceutical Manufacturer Contract Number
Vendor Product ID Number
Pharmaceutical Manufacturer
Description
NDC (11 digit format)
Packaging
Current Price
Previous Price
Effective Date
Change Type (e.g., price increase, price decrease, NDC change,
etc.)
E. Contract Audit Report
Vendor will provide to the MMCAP Office accurate contract data on or before the first day of
each week. This data must be provided in an Excel format (may be zipped) and be submitted
electronically to mn.multistate@state.mn.us. The table details the required fields for the Contract
Audit Report. This report MUST include the following for every product loaded and attached to
the MMCAP contract:
LoniTieldDescriptiodName —;Contract Audit Report
Vendor Name
MMCAP Contract Number
Product Item Unit Number
NDC of Product in 5-4-2 format as stored in First DataBank
Manufacturer
Item Description
Vendor Reference Contract Number
Size
Form
UOM
MMCAP Contract Cost
Contract Start Date
Contract End Date
Cardinal Health 39
Attachment A
F. Off -Contract with Alternative On -Contract Report
Vendor will provide to the MMCAP Office accurate Off -Contract with Alternative Item On -
Contract report on or before the 10th day of the subsequent month (e.g., June's data will be due on
July 10`h). This report must be provided in an Excel format and be submitted electronically to
mn.multistate@state.mn.us. The table details the required fields for the Off -Contract with
Alternative On -Contract Report. This report MUST include the following for every transaction
where an MMCAP Contract Product was available for an off -contract purchase:
Field Long Name — Off -Contract with Alternate
On -Contract Report
MMCAP ID
Customer Name
PPV Customer DC Number
Customer Distribution Center
PPV Customer Number
Address
City
State
NDC of Product in 5-4-2 format as stored in First
DataBank Off Contract
Product Generic Name
Product Trade Name
Pack Size
Order Quantity
Cost
NDC of Product in 5-4-2 format On MMCAP
contract
Product Generic Name
Product Trade Name
Pack Size
Cost
Difference in price from off contract to on contract
G. Raw and Adjusted Fill Rate Report
Vendor will provide to the MMCAP Office a Raw and Adjusted Fill Rate Report. The Raw and
Adjusted Fill Rate Report must be received on or before the 10th day of the subsequent month
(e.g., June's data will be due on July 10t). The table details the required fields for the Raw and
Adjusted Fill Rate Report. This report must be provided in an Excel format and be delivered
electronically to mn.multistate@state.mn.us. This report MUST include the following fields:
Field Long Name WRaw and Adjusted Fill Rate
Report
MMCAP ID
Customer Name
PPV Customer DC Number
Customer Distribution Center
PPV Customer Number
Cardinal Health 40
Attachment A
Address
City
State
Raw Fill Rate
Adjusted Fill Rate
H. Vendor Member Listing
Vendor will provide a listing to the MMCAP Office of the MMCAP Participating Facilities
attached to the MMCAP contract on or before the 10th day of the subsequent month (e.g., June's
data will be due on July l Oth). The data must be submitted electronically to
mn.multistate@state.mn.us.
I. Manufacturer Backorders
Vendor will provide to the MMCAP Office, at a minimum, biweekly a listing of all MMCAP
Contract Products backordered due to the manufacturer's inability to supply the Product. The
Excel report must be delivered electronically to mn.mmcap@state.mn.us and any other sources
MMCAP designates (e.g., current vendor hosting MMCAP's online catalog).
Required MBO Report Fields and Record Layout
Product Description
Manufacturer (spelled out, no abbreviations)
NDC (11 digit format as defined in First DataBank)
Packaging (as associated with NDC)
Backorder Status
Information (short term, long term)
Due Date
J. Vendor Reports Available to MMCAP
The following reports must be available in both hard copy and electronic/exportable formats (e.g.,
Excel) at no charge to the MMCAP Office, MMCAP Member, and/or the MMCAP Participating
Facilities. The Vendor may be charged liquidated damages for inaccurate reports that must be
adjusted by the MMCAP Office or the MMCAP Participating Facility to ensure accuracy. Vendor
must be able to supply to the MMCAP Participating Facilities accurate reports with the following
information:
1. Monthly, quarterly, and annual reports detailing total purchases (payment amount and
units) by individual item (clearly identified via NDC, SKU, vendor, and label name)
sorted in both label name and descending dollar order. Units must correspond to the
packaging associated with the NDC.
2. Monthly reports listing the purchases of controlled substances and the associated invoice
and/or purchase order numbers along with MMCAP Facility name and ID number, NDC
number, invoice number, invoice line number, label name, date shipped, amount paid,
date payment credited, and DEA number.
3. Velocity report (fastest moving and high dollar) containing forecasted velocity codes
with order points and order quantities.
4. Price change report (twice a month), indicating MMCAP Contract Products and Non -
Contract Products with price changes.
Cardinal Health 41
Attachment A
5. Physical inventory reports sorted by AHFS pharmaceutical category and/or alpha generic
order. These reports must show the label name, NDC, quantity, cost per unit and the
extended cost of the Product units on hand.
6. Drug usage (amount paid and units) by American Hospital Formulary Service (AHFS)
category. Units must correspond to the packaging associated with the NDC.
7. Daily report of all non -serviced Products delivered or transmitted to the MMCAP
Participating Facility the same day it is generated by the same method that the original
order was transmitted.
8. Monthly list of discontinued Products and new Products.
9. Any other reports required by law.
4.17 Reserved
4.18 Business Interruption Plan
Vendor must have in -place during the term of this Agreement, an emergency preparedness and
business continuity plan. During implementation, Vendor will work with each MMCAP
Participating Facility to develop a pre -selected list of Products to be shipped in the event of a
national or regional emergency. Vendor's detailed Disaster Recovery Plan is available upon
request at the MMCAP Office.
As part of the Business Continuity Plan, Vendor will provide:
I. Up to three backup locations for each distribution center
2. Emergency customer support and centralized command and control centers
3. Procedures for contacting employees
4. Strong relationships with suppliers to maintain fuel supply in the event of a shortage
5. Working relationships with government agencies and industry trade associations
4.19 Shareback Credits
Vendor will manage, at no additional cost to the MMCAP Office, MMCAP Members, or the
MMCAP Participating Facilities, the MMCAP annual shareback credit according to theschedule
below:
1. The MMCAP Office will provide Vendor a list of MMCAP Participating Facilities
receiving a credit, the credit amount for each facility, and a check for the total amount of
all credits to be provided.
2. Vendor must apply the credit to all listed MMCAP Participating Facilities within fifteen
(15) business days of the receipt of the funds and the list of facilities receiving credit has
been received from the MMCAP Office.
3. Within 30 business days of the receipt of the funds and the list of facilities receiving
credit, Vendor must provide to the MMCAP Office an Excel Spreadsheet detailing the
credit memo information. This Excel listing must include the following
fields: distribution center, account number, facility name, facility address, facility city,
facility state, DEA, HIN, date of credit memo, credit memo number, and credit memo
amount.
4 Within 60 business days of the receipt of the funds, Vendor will refund to the MMCAP
Office any remaining dollars for which it was unable to issue credit; this may be for any
MMCAP Participating Facilities that were determined to no longer be valid members or
Cardinal Health 42
Attachment A
that were not able to be located for any variety of reasons. Vendor will work with the
MMCAP Office to identify all MMCAP Participating Facilities to the best of their ability
in an effort to issue all necessary credits before refunding dollars back to the MMCAP
Office.
5. Upon initiating the refund to the MMCAP Office, Vendor will provide a copy of the
original Shareback Credit spreadsheet detailing the credit information (received from the
MMCAP Office), the reason for non -application of funds, and the dollar amount of the
funds being returned to the MMCAP Office.
4.20 Administrative Fee
In consideration for services provided by the MMCAP Office, the Vendor will pay an
administrative fee on all purchases (less any credits and returns) made through Vendor.
Administrative fees will not be paid on Prime Vendor 340B Drug Pricing Program sales or Prime
Vendor DSH sales. The Vendor will submit a check payable to "State of Minnesota, MMCAP
Program" for all MMCAP Participating Facilities' purchases covered under this Agreement. The
administrative fee must be paid as soon as is reasonable after the end of each month, but no later
than 30 calendar days after the end of the month. The MMCAP Office reserves the right to
collect interest on payments 30 calendar days past due at a rate of 18% annually, consistent with
Minn. Stat. § 16A.124.
Vendor will submit monthly administrative fee data for all sales made through Vendor. A
detailed data file format will be provided upon execution of this Agreement. All required
administrative fee data files must be sent to: Mn.MMCAPnstate.mn.us at the end of each
month, but no later than 30 days after the end of the month. Failure to comply with this provision
may constitute breach of this Agreement.
4.21 Payment
Each MMCAP Participating Facility will be responsible for payment of goods and services
provided by Vendor. The MMCAP Office will have no liability for an unpaid invoice of any
MMCAP Member or MMCAP Participating Facility. Vendor agrees to invoice the MMCAP
Participating Facility for all Products shipped. Vendor will accept Electronic Funds Transfer
(EFT) for payment, but is not offering any additional discounts for paying by. EFT as set forth in
Attachment C, Service Fee Discount Matrix. At time of new account set up, the MMCAP
Participating Facility will initiate this process with its bank. Vendor does not accept State
Purchasing Cards (P-cards) as a payment method.
Service fee discounts and payment term definitions are listed on Attachment C, Service Fee
Discount Matrix.
4.22 Late Payment
This clause shall not apply to an MMCAP Member or an MMCAP Participating Facility when
prohibited by that MMCAP Member's or MMCAP Participating Facility's individual state law.
If any MMCAP Participating Facility fails to comply with the agreed upon payment terms,
Vendor will have the right to change the service fee discount to that which the MMCAP
Participating Facility is entitled to prospectively, to reflect that MMCAP Participating Facility's
Cardinal Health 43
Attachment A
actual payment practices. An MMCAP Participating Facility shall be deemed to have failed to
comply with the payment terms if it does not make timely payment for a period lasting two cycles
or, with respect to MMCAP Participating Facilities selecting the 30 Day Pay or 45 Day Pay, for a
period of sixty (60) calendar days.
Balance of Page Intentionally Left Blank
Cardinal Health 44
Attachment A
Attachment B Discount and Fees — Cardinal
MMCAP Contract Number MMS 10001
Attachment`
A`Citation
Fee Description
Cardinal Associated Fees
4.3 B.2.b
Vendor initiated routine
contact with the
MMCAP Participating
Facility
Routine contact is based on average monthly purchasing volume.
$25,000 or less: telephone contact every 30 calendar days or at a
minimum once per quarter. Onsite visits will be available upon
reasonable request.
$25,001 to $100,000: contact will be made every 90 calendar days by
phone or on -site visit and a Customer Business Review will be held
either on -site or via phone every 180 calendar days.
$100,001 or more: contact will be made every 90 calendar days by
phone or on -site visit and a Customer Business Review will be held
either on -site or via phone every 120 calendar days.
Additionally, for MMCAP Participating Facilities with $25,001 or
more in average monthly purchasing volume, Vendor will offer
dialogue to the MMCAP State Contact(s) once every 30 calendar days
via phone with on -site visits available as needed.
4.5 C.1
Number of days to
provide a Product
ordered but not
delivered due to a
Vendor -created Stock
Outage
Three (3) business days. Vendor agrees to work with MMCAP
Participating Facilities to expedite product delivery on a case -by -case
basis.
4.6 C.2
Application of MMCAP
Participating Facilities'
service fee discounts to
MMCAP Contract
Products that are priced
at WAC-0%
Vendor will apply service fee discounts to all MMCAP Contract
Products, including MMCAP Contract Products priced at WAC - 0%.
4.6 C.3
Delivery fees for
MMCAP Contract
Products priced at WAC
- 0%
There will be no charge for delivery of MMCAP Contract Products
priced at WAC - 0% if the purchases are delivered with the MMCAP
Participating Facility's normal delivery schedule.
4.7 B.1
Fees for ordering
methods supplied by
Vendor
Vendor's online ordering application (Cardinal.com) is available for
no charge to all MMCAP Participating Facility accounts. Vendor's
EDI, phone order via interactive voice response, direct calls to
customer service, handheld device ordering, and fax ordering will also
be provided at no charge.
Cardinal
ATTACHMENT B 1
Attachment B Discount and Fees — Cardinal
MMCAP Contract Number MMS10001
;Attachment'
A Citation
Cardinal Associated Fees'.
4.7 B.1
Fees for ordering
system hardware
supplied by Vendor that
is available upon
request to MMCAP
Participating Facility
accounts that have an
average monthly
purchasing volume of
$25,000 or less
For all MMCAP Participating Facilities with an average monthly
purchasing volume less than $25,000, Vendor will provide purchase
options as follows: a.) $1,000 for a traditional ordering hardware
package (CPU, monitor, keyboard, mouse and printer), and/or b.)
Mobile Solutions on Vendor's lease program at $100 per month.
For traditional ordering hardware packages, the total cost will be split
into monthly payments; the monthly charge will not exceed the set
value ($1,000) of the traditional ordering package. Ownership of the
traditional ordering hardware package will transfer to the MMCAP
Participating Facility upon reaching the value of the traditional
hardware package.
4.7 B.1
Fees for ordering
system hardware
supplied by Vendor that
is available upon
request to MMCAP
Participating Facility
accounts that have an
average monthly
purchasing volume of
$25,000 or more
For all MMCAP Participating Facilities with an average monthly
purchasing volume of $25,000 or more, Vendor will provide the
choice of: a.) traditional ordering hardware package (CPU, monitor,
keyboard, mouse and printer) without additional charge, or b.) Mobile
Solutions on Vendor's lease program at $70 per month.
4.7 B.1
Fees for handheld
ordering devices
Telxons:
Vendor will provide one Telxon to each MMCAP Participating
Facility at no charge. Additional Telxons will be made available upon
request and based on need.
Mobile Solutions:
Average monthly purchasing volume less than $25,000: $100 per
month.
Average monthly purchasing volume of $25,000 or more: $70 per
month.
4.8 E.6
4.9 A.1
Fees for ordering
controlled substances
using a hard copy of
DEA Form 222 or
Vendor's Controlled
Substance Ordering
System (CSOS)
Routine delivery fees
There will be no fees for the use of CSOS or for using the hard copy
version of DEA Form 222 throughout the term of the Agreement.
Vendor agrees that there will be no charges for routine deliveries.
4.9 A.1
Delivery fees for the
states of Alaska and
Hawaii
Vendor will not charge any additional fees for service to Alaska or
Hawaii.
Cardinal
ATTACHMENT B
2
Attachment B Discount and Fees — Cardinal
MMCAP Contract Number MMS10oo1
Attachment'
A Citation A
,3 3 33 Fee Description "
Cardinal Associated Fees `
4.9 A.3
Number of free (no-
charge) deliveries per
week for MMCAP
Participating Facility
accounts purchasing an
average monthly
volume of less than
$25,000
5 free scheduled deliveries per week (Monday - Friday).
4.9 A.3
Number of free (no-
charge) deliveries per
week for MMCAP
Participating Facility
accounts purchasing an
average monthly
volume of $25,000 or
more
5 free scheduled deliveries per week. (Monday - Friday).
4.9 A.4
Fuel surcharge
Vendor will not charge a fuel surcharge for the term of this Agreement
and any extensions.
4.9 B.1
Application of service
fee discounts to
MMCAP Contract and
Non -Contract Drop
Shipments
Service fee discounts will be applied to MMCAP Contract Drop
Shipments.
Service fee discounts will be applied to Non -Contract Products that
must be drop shipped due to a Vendor -created Stock Outage
(excluding cases where the manufacturer is unable to supply the
MMCAP Contract Product).
Service fee discounts will be applied to Non -Contract Drop Shipment
Products that do not fall into the definition of Bulky Products.
4.9 B.1
Delivery fees for
MMCAP Contract and
Non -Contract Product
Drop Shipments
Vendor will not assess transfer or handling fees for any MMCAP
Contract or Non -Contract Products that are drop shipped or inter -
company transferred from another distribution center to the facility.
4.9 C.1
Fees for the use of
temperature monitors if
requested by an
MMCAP Participating
Facility
If temperature monitors are required by the manufacturer, then there
will be no fee assessed for their use. Vendor does not routinely use
temperature monitors.
4.9 C.5
Fees for delivery
through Vendor's
specialty distributor,
Cardinal SPD
In the event a manufacturer charges Cardinal SPD for shipping due to
an expedited request by an MMCAP Participating Facility, Vendor
will line item invoice the MMCAP Participating Facility for the same
shipping cost charged by the manufacturer. Backup documentation
will be available upon request for any shipping fees that are charged to
the MMCAP Participating Facility for products supplied by Cardinal
SPD.
Cardinal
ATTACHMENT B
3
Attachment B Discount and Fees — Cardinal
MMCAP Contract Number MMS 10001
Attachment
%,,te3 337
A Citation's
Fee Description
Cardinal Associated Fees
4.10
Fees related to MMCAP
Participating Facility
inventory activities
Vendor will provide, at no cost to the MMCAP Participating Facility,
all necessary training, software, reports, and handheld devices to
perform an onsite inventory. Vendor recommends a fourteen (14) day
lead time to reserve extra Telxon devices for use in performing
inventory.
4.12 A.1
Application of service
fee discounts to
MMCAP Contract
Products
Vendor shall apply service fee discounts to all MMCAP Contract
Products.
4.12 A.l
Application of service
fee discounts to Non-
Contract Products
Service fee discounts will be applied to Non -Contract Products,
(including Vendor's Generic Drug Program Products), with the
exception of Non -Contract Products that meet the definition of Bulky
Products.
4.12 A.6
Definition of Bulky
Products
Bulky Products include food and food products, home healthcare
products (durable medical equipment, such as walking aids, bathroom
safety products, wheelchairs and accessories, scooters and lift chairs,
etc.), non -contract nutritionals, school and office supplies, non-
contract large volume parenterals, and non -contract TV Fluids.
4.12 A.6
Delivery fees for
MMCAP Contract and
Non -Contract Bulky
Products
There will be no charges for delivery of MMCAP Contract or Non-
Contract Bulky Products if it is within the MMCAP Participating
Facility's normal delivery schedule.
4.12 A.6
Application of service
fee discounts to
MMCAP Contract and
Non -Contract Bulky
Products
Service fee discounts will be applied to MMCAP Contract Products
that also meet the definition of Bulky Products. Service fee discounts
will not be applied to Non -Contract Bulky Products.
4.12 A.7
Delivery fees and
Application of service
fee discounts for Blood
Factor and Plasma
Products plasma
products delivered
through Cardinal SPD
Service fee discounts will be applied to MMCAP Contract Products
that are drop shipped through Cardinal SPD. Cardinal SPD-
contracted Blood Factor and Cardinal SPD-contracted Plasma
Products that are not MMCAP Contract Products will be billed at
market price as communicated prior to purchase.
Cardinal ATTACHMENT B 4
Attachment B Discount and Fees — Cardinal
MMCAP Contract Number MMS 10001
Attachment
A Citation„
Fee Description
n 3
Cardinal Associated Fees
4.12 B
Rounding
Vendor agrees to round down if the third digit after the decimal is 4 or
less. Vendor agrees that any rounding will occur at the line item.
Vendor does not currently have a system in place to provide
traditional rounding as described.
Vendor agrees to pay a fee to MMCAP if Vendor's traditional
rounding system is not tested, approved, and implemented within 4
months of agreement or January 31, 2010 (whichever is longer). The
fee will be $25,000 in month one (February 2010), $50,000 in month
two (March 2010), $75,000 in month three (April 2010), and $100,000
per month thereafter (May 2010 and on). Vendor will provide a letter
of assurance from its IT and Business Executives that these system
changes will be made on or before the deadline. Vendor agrees to
notify MMCAP 30 days prior to deadline if it will not meet the
deadline.
4.12 I
Processing fees for
reverse distribution
There will be no fees charged for reverse distribution processing
through MMCAP's awarded returned goods processing. Vendor will
charge a 2% fee for returns from alternate processors that are not the
awarded processor vendor for the MMCAP Returned Goods Program.
4.13
Fees for providing
Pedigrees
Vendor will not charge for providing pedigrees Pedigrees throughout
the term of this Agreement and any extensions.
4.14
Number of free (no-
charge) emergency
orders per account per
year
Vendor will provide each MMCAP Participating Facility with twelve
(12) emergency orders annually free of charge. Only prescription
pharmaceuticals will be eligible for free emergency delivery (OTC
products Products are not considered necessary for immediate and
specific patient care and therefore do no qualify for free emergency
orders.).
Service fee discounts will be applied to MMCAP contract and non-
contract emergency purchases.
4.14
Delivery charge for
emergency orders that
exceeding the number
of free (no charge)
emergency orders per
year
All emergency orders beyond the twelve (12) free per year allowance
will be assessed the cost of the product Product plus the cost of
delivery. If delivery charges are not available at the time of invoice,
any resulting invoice must contain the original invoice and/or
purchase order number of the original emergency order.
4.14
Service fee discounts
and emergency orders
Vendor will apply the appropriate service fee discounts to all
emergency deliveries.
4.15 A.10
Administrative fee for
Vendor's Generic Drug
Program
Monthly, Vendor will pay an administrative fee to the MMCAP
Office of 3% on all MMCAP Participating Facility sales from its
Generic Drug Program.
4.15 A.11
Application of service
fee discounts to Vendor
Generic Drug Program
Service fee discounts will be applied to all MMCAP Participating
Facilities' Vendor Generic Drug Program purchases.
Cardinal
ATTACHMENT B
5
Attachment B Discount and Fees — Cardinal
MMCAP Contract Number MMs 10001
Attachment;i
A iOitio
4.20
Contract administration
fee paid to MMCAP
In consideration for services provided by MMCAP, Vendor will pay
an administrative fee of 0.25% on all MMCAP Participating Facility
purchases (less any credits and returns) made through Vendor.
Administrative fees will not be paid on Prime Vendor 340B Drug
Pricing Program sales or Prime Vendor DSH sales. The
administrative fee must be paid as soon as is reasonable after the end
of each month, but no later than 30 calendar days after the end of the
month.
4.22
Late payment fees
**This clause shall not
apply to an MMCAP
Member or an MMCAP
Participating Facility
when prohibited by that
MMCAP Member's or
MMCAP Participating
Facility's individual
state law.**
Vendor does not apply late payment fees. However, if any MMCAP
Participating Facility fails to comply with the agreed upon payment
terms, Vendor will have the right to change the service fee discount to
that which the MMCAP Participating Facility is entitled to
prospectively, to reflect that MMCAP Participating Facility's actual
payment practices. An MMCAP Participating Facility shall be
deemed to have failed to comply with the payment terms if it does not
make timely payment for a period lasting two cycles or, with respect
to MMCAP Participating Facilities selecting the 30 Day Pay or 45
Day Pay, for a period of sixty (60) calendar days.
Cardinal
Balance of Page Intentionally Left Blank
ATTACHMENT B 6
Attachment C Service Fee Discount Matrix - Cardinal MMCAP Contract Number MMS10001
Attachment C - Service Fee Discount Matrix
Service fee discounts will be based on the payment option selected by each MMCAP Participating Facility and the total
monthly purchasing volume of the MMCAP Member State.
Service Fee Discount Pricing Matrix
State Monthly Purchase Volume
Facility Payment Terms
$1 to $750,000
$750,001 to
S1,500,000
$1.500,001 to
$3,000,000
$3,000,001 to
$7 500,000
$7,500,001 to
$10,000,000
$10,000,001
and above
30 Day Pre -Pay
-2.54%
-2.82%
-3.26%
-3.42%
-3.60%
-3.84%
15 Day Pre -Pay
-2.30%
-2.58%
-3.02%
-3.18%
-3.36%
-3.60%
7 Day Pre -Pay
-2.17%
-2.45%
-2.89%
-3.05%
-3.23%
-3.47%
Next Day Pay
-2.04%
-2.32%
-2.76%
-2.92%
-3.10%
-3.34%
7 Day Net
-1.95%
-2.23%
-2.67%
-2.83%
-3.01%
-3.25%
15 Day Net
-1.82%
-2.10%
-2.54%
-2.70%
-2.88%
-3.12%
30 Day Net
-1.58%
-1.86%
-2.30%
-2.46%
-2.64%
-2.88%
45 Day Net
-1.18%
-1.46%
-1.90%
-2.06%
-2.24%
-2.48%
60 Day Net
-.77%
-1.05%
-1.49%
-1.65%
-1.83%
-2.07%
90 Day Net
.04%
-.44%
-.68%
-.84%
-1.02%
-1.26%
The following payment term options shall be available to each MMCAP Participating Facility:
Cardinal
30 Day Pre -pay: A one time deposit equal to 30 days purchase value is due by the 25th of the previous month.
Thereafter, payment is due on or before seven calendar days from the date of invoice.
15 Day Pre -pay: A one time deposit equal to 15 days purchase value is due by the 25th of the previous month.
Thereafter, payment is due on or before seven days from the date of invoice.
7 Day Pre -pay: A one time deposit equal to 7 days purchase value is due by the 25th of the previous month.
Thereafter, payment is due on or before seven days from the date of invoice.
Next Day Net: Next Day Net means that the buyer will pay Vendor in full on or before the next calendar day of
when the invoice is received by the Vendor.
Seven (7) Day Net: 7 Day Net means that buyer will pay Vendor in full on or before the 7th calendar day of
when the invoice is received by the Vendor.
Fifteen (15) Day Net: 15 Day Net means that buyer will pay Vendor in full on or before the 15th calendar day of
when the invoice is received by the Vendor.
Thirty (30) Day Net: 30 Day Net means that buyer will pay Vendor in full on or before the 30th calendar day of
when the invoice is received by the Vendor.
ATTACHMENT C 1
Attachment C Service Fee Discount Matrix — Cardinal MMCAP Contract Number MMS10001
Forty -Five (45) Day Net: 45 Day Net means that buyer will pay Vendor in full on or before the 45th calendar day
of when the invoice is received by the Vendor.
Sixty Day (60) Day Net: 60 Day Net means that buyer will pay Vendor in full on or before the 60th calendar day
of when the invoice is received by the Vendor.
Ninety Day (90) Day Net: 90 Day Net means that buyer will pay Vendor in full on or before the 90th calendar
day of when the invoice is received by the Vendor.
If any of the above -specified Payment Term due dates fall on a weekend day or local, state, or federal holiday, payment
shall be due on the on the preceding business day.
Each MMCAP Participating Facility may select one of the payment term options indicated above by indicating its
selection to Vendor. At any time during the term of this Agreement, an MMCAP Participating Facility may change its
manner of paying Vendor upon thirty (30) days' prior written notice to Vendor.
Vendor will accept Electronic Funds Transfer (EFT) for payment, but does not offer any additional discounts
for paying by EFT.
Vendor will apply service fee discounts to all emergency deliveries.
Vendor shall apply service fee discounts to all MMCAP Contract Products. Service fee discounts will be applied to
MMCAP Contract Products that also meet the definition of Bulky Products. Service fee discounts will be applied to Non -
Contract Products, (including Vendor's Generic Drug Program Products), with the exception of Non -Contract Products
that also meet the definition of Bulky Products. Service fee discounts will not be applied to Non -Contract Bulky
Products.
Service fee discounts will be applied to MMCAP Contract Drop Shipments. Service fee discounts will be applied to Non -
Contract Products that must be drop shipped due to a Vendor -created Stock Outage (excluding cases where the
manufacturer is unable to supply the MMCAP Contract Product). Service fee discounts will be applied to Non -Contract
Drop Shipment Products that do not meet the definition of Bulky Products.
Service fee discounts are based on the previous quarters' payment performance and sales volume for each MMCAP
Member. Vendor will be allowed to change MMCAP Participating Facilities' service fee discounts four times annually
within 30 calendar days after the close of each fiscal quarter (e.g., service fee discounts for January through March must
be changed by April 30). If Vendor does not make changes to the service fee discounts within 30 calendar days, Vendor
will be required to make the changes that positively impact MMCAP Participating Facilities and backdate those changes
to the first day of the quarter, but will not be allowed to make changes to those accounts that are negatively impacted until
the next fiscal quarter.
Vendor will provide the MMCAP Office a draft of the proposed service fee discount changes for all MMCAP
Participating Facilities five (5) business days prior to the date the changes will take effect. If the MMCAP Office
identifies any errors in the proposed service fee discounts, Vendor will review, modify (if necessary), and resend a draft of
the proposed changes.
Cardinal
ATTACHMENT C 2
Attachment D Current Vendors — Cardinal
MMCAP Contract Number MMS10001
Attachment D — Current Vendors
MMCAP Vendors September 2009
ABBOTT LABS PPD
ABBOTT LABS, DIAGNOSTICS
ABBOTT NUTRITION
ACTAVIS
AKORN, INC.
ALAVEN PHARMACEUTICAL LLC
ALKERMES
AMERICAN HEALTH PACKAGING
AMERICAN REGENT INC
AMGEN USA
AMNEAL PHARMACEUTICALS
AMPHASTAR - IMS
APOTEX CORP.
APOTHECUS PHARMACEUTICAL
APP PHARMACEUTICALS LLC
APPLIED NUTRITION
ASTRAZENECA PHARMACEUTICALS
AUROBINDO PHARMA USA
AXCAN PHARMA US, INC.
AZUR PHARMA, INC.
B. BRAUN MEDICAL
BAXTER GLOBAL ANESTHESIA & CRITICAL CARE
BAXTER GLOBAL PHARMACEUTICAL
INJECTABLES
BAXTER HEALTHCARE
BEDFORD LABS
BERNA PRODUCTS CORP
BEUTLICH, LP
BIRCHWOOD LABS
BLU PHARMACEUTICALS, LLC
BOEHRINGER INGELHEIM
BRAINTREE LABORATORIES
BRECKENRIDGE PHARMACEUTICAL
BRISTOL-MYERS SQUIBB
CAMBER PHARMACEUTICALS, INC.
CARACO PHARMACEUTICAL LABS
CAROLINA MEDICAL PRODUCTS
CB FLEET & CO
CETYLITE INDUSTRIES
COMBE, INC.
CORNERSTONE THERAPEUTICS
CYPRESS PHARMACEUTICALS, INC.
DAVA PHARMACEUTICALS
DERMARITE INDUSTRIES LLC
DEY LABORATORIES
DR REDDY'S LABORATORIES
EBEWE PARENTA
EISAI, INC.
ELI LILLY & CO
FALCON PHARMACEUTICALS
FERNDALE LABS
FOREST PHARMACEUTICALS
FOUGERA & CO
G & W LABS
GERITREX CORP
GLADES PHARMACEUTICALS
GLENMARK PHARMACEUTICALS
GRACEWAY PHARMACEUTICALS
GREENSTONE LIMITED
GSK (GLAXOSMITHKLINE)
HERITAGE PHARMACEUTICALS INC.
HI -TECH PHARMACAL
HOME DIAGNOSTICS, INC.
HOSPIRA
JHP PHARMACEUTICALS
JOHNSON & JOHNSON HCS
KERR GROUP, INC.
KONSYL PHARMACEUTICALS
KVK-TECH, INC.
LANNETT COMPANY
MAJOR PHARMACEUTICALS
MALLINCKRODT INC.
MCKESSON PACKAGING SERVICES (SKY)
MEAD JOHNSON NUTRITIONAL GP
MEDA PHARMACEUTICALS INC
MEDIQUE PRODUCTS
MERCK & CO
MERCK VACCINE DIVISION
MONARCH PHARMACEUTICALS
MERCK-SCHERING-PLOUGH (MSP)
DISTRIBUTION SERVICES
MYLAN PHARMACEUTICALS
NEPHRON PHARMACEUTICALS
NESTLE HEALTHCARE NUTRITION INC
NESTLE NUTRITION
NEXUS PHARMACEUTICALS
NOVARTIS CONSUMER HEALTH
NOVARTIS PHARMACEUTICALS
NOVARTIS VACCINES AND DIAGNOSTICS, INC.
NOVO NORDISK
PADDOCK LABS
PAR PHARMACEUTICALS
PATRIN PHARMA, INC.
PERRIGO PHARMACEUTICALS
Cardinal ATTACHMENT D 1
Attachment D Current Vendors — Cardinal MMCAP Contract Number MMS10001
PFIZER U.S.
PHARMACEUTICAL ASSOCIATES, INC
PHARMADERM
PHARMAFORCE INC.
PLUS PHARMA, INC.
PRASCO LABORATORIES
PRECISION DOSE
PROCTER & GAMBLE
PURDUE PHARMA LP
QUALITEST PHARMACEUTICALS, INC
RANBAXY LABORATORIES INC.
RANBAXY PHARMACEUTICALS INC
RICHMOND
RISING PHARMACEUTICALS, INC.
ROCHE DIAGNOSTICS
ROCHE LABS
ROXANE LABS INC
SAGENT PHARMACEUTICALS, INC.
SANDOZ SERVICES
SANOFI AVENTIS
SANOFI PASTEUR
SANTARUS
SAVAGE LABS
SCHERING CORP
SEPRACOR, INC
SILARX PHARMACEUTICALS
SOLVAY PHARMACEUTICALS
TAKEDA PHARMACEUTICALS
TALECRIS BIOTHERAPEUTICS
TAP PHARMACEUTICALS
TARO PHARMACEUTICALS
TEVA PHARMACEUTICALS
TEVA NEUROSCIENCE
TEVA/IVAX DERMATOLOGY
TORRENT PHARMA INC
UCB PHARMA
UDL LABORATORIES
ULMER PHARMACAL
UNITED RESEARCH LABORATORIES
UPSHER SMITH LABS
VERSAPHARM
VISTAPHARM
WATSON PHARMA
WEST -WARD PHARMACEUTICAL
WOCKHARDT USA
WYETH PHARMACEUTICALS
X-GEN PHARMACEUTICALS
Cardinal
ATTACHMENT D 2
Amendment 1 for MMS 10001 contains state -specific
procurement fee language for Florida and will not be
posted.
Amendment 2 for MMS 10001 contains state -specific
procurement fee language for New York and will not be
posted.
Amendment 3 for MMS 10001 contains state -specific
procurement fee language for Idaho, Georgia and South
Carolina and will not be posted.
AMENDMENT NO.4 TO MMCAP CONTRACT NO. MMS10001
THIS AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration
("State") on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Cardinal Health
110, Inc. and Cardinal Health 411, Inc., located at 7000:Cardinalplace, Dublin, OH 43017 ("Vendor").
MMCAP has a contract with the Vendor identified as Contract No MMS9001; (Original. Contract)..MMCAP and
the Vendor are willing to amend the Original Contract as stated below
Contract Amendment
(t.M)
The modifications noted on Attachment A, which is attached and incorporated, will become effective the date
MMCAP obtains all required signatures under Minnesota Statutes Section16C.05, subdivision 2, whichever is
later. Attachment A of the Original Contract is updated as noted in Modification 9. Attachment D of the original
contract is deleted in its entirety and replaced with the updated Attachment D. :
Except as herein amended, the provisions of the Original Contract between the parties hereto are expressly
reaffirmed and remain in full force and effect.
1. CARDINAL HEALTH 110, INC. and
CARDINAL HEALTH 411, INC.
The Vendor certifies that the appropriate person(s) have
executed this Agreement on behalf of the. Vendor as required
byapplicable articles, bylaws, resolutions, or ordinances.
By:
Title: V 9,14 a,e
14-z0t►
Date:
By: atAt at'cat—
Title:
Date:
1y--Lf
2. STATE OF MINNESOTA FOR MMCAP
In accordance with Minn. Stat. 16C.03, Subd. 3
By:
Title:
Date:
3. COMMISSIONER OF ADMINISTRATION
In accordance with Minn. Stat. 16C.05, Subd. 2
By:
Title:
Date:
;;erg .btI
MMS10001
Amendment 4
Attachment A
In this amendment, strikeouts are intended to infer a deletion of text while underline is inclusion of text.
Modification #1
Article 5.3 is deleted in its entirety.
Modification #2
Article 5.4 is amended to read:
5.4 Federal funds. Payments under this contract by MMCAP Participating Facilities may be
made from federal funds. The Vendor is responsible for compliance with all federal requirements
imposed on these funds and accepts full financial responsibility for any requirements imposed by
the Vendor's failure to comply with federal requirements.
Modification #3
Article 10 is amended to read:
10 Liability
The Vendor must indemnify, save, and hold MMCAP, MMCAP Members, MMCAP
Participating Facilities, and the State of Minnesota, its agents, and employees harmless from any
claims or causes of action, including reasonable attorney's fees incurred by the indemnified party,
arising from the performance of this contract by the Vendor or the Vendor's agents or employees.
This clause will not be construed to bar any legal remedies the Vendor may have for MMCAP's
failure to fulfill its obligations under this contract.
VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, NON -INFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT WILL VENDOR BE LIABLE TO THE STATE,
MMCAP, ANY MMCAP MEMBER OR ANY MMCAP PARTICIPATING FACILITY FOR
ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL CLAIMS, SPECIAL LIABILITIES
OR SPECIAL DAMAGES.
Modification #4
Article 14, Sections 14.B.2. and 14.B.3., are modified to add:
MMCAP, MMCAP Member States and 1VLMCAP Participating Members as additional insureds,
subject to the provisions of Sections 14.B.2. and 14.B.3., and provided the MMCAP Member
States and MMCAP Participating Facilities are obtaining services from Vendor pursuant to the
Contract.
Modification #5
Article 36 is amended to read:
36 State Terms and Participation.
1 of 5
M MS10001
Amendment 4
Attachment A
36.1 MMCAP intends to use this Contract to meet the needs of its MMCAP Members and
MMCAP Participating Facilities for goods and services purchased under the authority of the
commissioner of Administration. From time to time an MMCAP Member or MMCAP
Participating Facility may request that the PPV prepare a "Participating Addendum" (also called
"Piggyback Agreement") to amend this Contract to provide for laws specific to a state or local
jurisdiction. If these circumstances exist, the PPV and MMCAP Member must work with the
MMCAP Member or MMC ^ o Participating F e li y to prepare a amendment to this Contract
to set forth the additional or altered terms and conditions. The
amendment ^ Participating ^ ddendum must clearly apply only to the requesting location and will
not affect the rights of the other MMCAP Members or MMCAP Participating Facilities. -fib h n
contract. No verbal or written instructions from MMCAP Members, MMCAP Participating
Facilities, or any of their staff or officials to change any provision of the resulting contract will be
accepted by the Vendor without the prior written approval of the MMCAP. The Vendor will
immediately report any such requests to the MMCAP Manager who will issue approval or denial
in writing.
36.2 Vendor shall comply with all Local, State, and Federal laws, as applicable to each Member
State, in the performance of this contract.
Modification #6
Article 37 is amended to read:
37 Attachments Order of Precedence
37.1 The following Attachments and Exhibits are attached and incorporated into this
Agreement. In the event of conflict, the following order of precedence applies, subject to
Sections 37.2 through 37.5through 37.5 below:
1. Contract #MMS10001
2. Attachment A Statement of Work
3. Attachment B — Discounts and Fees
4: Attachment C — Service Fee Discount Matrix
5. Attachment D - Current Vendors
6. Attachment E — State Specific Language
7. Attachment F [where applicable] Deleted in its entirety
37.2 For each state requiring state specific language, Attachment E will be amended.
2 of 5
M M S10001
Amendment 4
Attachment A
37.3 Should any terms in the Contract or other Attachments conflict with the state -specific
terms set forth in Attachment E, the terms set forth in the Contract will take
precedence over the terms of the state -specific language, excepting the provisions
permitting a separate Service Fee Discount Matrix and any additional reporting
requirements.
37.4 MMCAP and the State of Minnesota shall not be bound by non -Minnesota state -
specific terms set forth in Attachment E when bringing any enforcement action on
behalf of MMCAP or the State of Minnesota, nor shall MMCAP directly bring any
action based upon terms set forth in Attachment E.
Modification #7
The following is added as Article 38
38 Representation and Warranty
Vendor represents and warrants that neither it nor any of its affiliates are excluded from
participation in any federal health care program, as defined under 42 U.S.C. 1320a-7b(f), for the
provision of items or services for which payment may be made under such federal health care
programs and has not arranged or contracted with any employee, contractor, vendor, distributor,
or agent such that it or its affiliates knows or should know are excluded from participation in
any federal health care program, to provide items or services hereunder. Vendor represents and
warrants that no final adverse action, as such term is defined under 42 U.S.C. 1320a-7e(g), has
occurred or is pending against Vendor or its affiliates or to their knowledge against any
employee, contractor, vendor, distributor, or agent engaged to provide items or services under
this Contract. If, at any time during the term of this Agreement, Vendor or any employee,
contractor, vendor, distributor, or agent is excluded from participation in any federal health care
program, Vendor must immediately notify MMCAP of the exclusion, and MMCAP will have
the option of immediately terminating this Agreement, in whole or in part as necessary and
applicable in the MMCAP's sole discretion.
Modification #8
The following is added as Article 39
39 Third Party Beneficiaries
The parties hereto acknowledge and agree that (a) this Contract is entered into by MMCAP for the express,
intended benefit of the MMCAP Participating Members, (b) each of the MMCAP Participating Members shall
be and constitute an intended third -party beneficiary of the representations, warranties, covenants and
agreements of Vendor contained herein, and (c) each of the MMCAP Participating Members, solely with the
prior written consent of MMCAP; shall be entitled to enforce the terms and provisions of this Contract to
the same extent as MMCAP.
3 of 5
MMS10001
Amendment 4
Attachment A
Modification #9
Attachment A, Article 4.21 is deleted in its entirety and replaced with:
4.21 Purchase Orders and Payment
4.21.1 Purchase Orders.
As a condition for purchasing under this Contract, purchasers must be MMCAP Participating
Facilities in good standing with MMCAP. Then, MMCAP Participating Facilities may
purchase goods and services by submitting Purchase Orders.
MMCAP Participating Facilities may use their own forms for Purchase Orders. To the extent
that the terms of any form differ from the terms of this Contract, the terms of this Contract
supersede such conflicting or contrary terms.
4.21.2 Payment of Purchase Orders.
Each MMCAP Participating Facility will be responsible for payment of goods and services
provided by Vendor. The MMCAP Office will have no liability for an unpaid invoice of any
MMCAP Member or MMCAP Participating Facility. Vendor agrees to invoice the MMCAP
Participating Facility for all Products shipped. Vendor will accept Electronic Funds Transfer
(EFT) for payment, but is not offering any additional discounts for paying by EFT as set forth
in Attachment C, Service Fee Discount Matrix. At time of new account set up, the MMCAP
Participating Facility will initiate this process with its bank. Vendor does not accept State
Purchasing Cards (P-cards) as a payment method.
Service fee discounts and payment term definitions are listed on Attachment C, Service Fee
Discount Matrix.
4.21.3 Verification of Authorized Purchasers.
Upon request of MMCAP, Vendor must verify that it provides goods and services under this
Contract only to MMCAP Participating Facilities.
4.21.4 Funds available and authorized/non-appropriation.
Vendor will not be compensated for goods delivered or services performed under a Purchase
Order by any entity other than the MMCAP Participating Facility that issued the Purchase
Order. By submitting a Purchase Order the MMCAP Participating Facility represents it has
sufficient funds currently available and authorized for expenditure to finance the costs of the
Purchase Order.
4.21.5 Termination of Individual Purchase Orders.
MMCAP Participating Facilities may terminate individual Purchase Orders, in whole or in part,
immediately upon notice to Vendor, or at such later date as the MMCAP Participating Facility
may establish in such notice, upon the occurrence of any of the following events:
4 of 5
M MS10001
Amendment 4
Attachment A
(i) The MMCAP Participating Facility fails to receive funding, or appropriations, limitations or
other expenditure authority at levels sufficient to pay for the goods to be purchased under the
Purchase Order;
(ii) Federal or State laws, regulations or guidelines are modified or interpreted in such a way
that either the purchase of goods under the Purchase Order is prohibited or the MMCAP
Participating Facility is prohibited from paying for such goods from the planned funding
source; or
(iii) Vendor commits any material breach of this Contract or a Purchase Order.
Upon receipt of written notice of termination, Vendor shall stop performance under the
Purchase Order as directed by the MMCAP Participating Facility.
Termination of a standing Purchase Order does not extinguish or prejudice the MMCAP
Participating Facility's right to enforce such Purchase Order with respect to Vendor's breach of
any warranty or any defect in or default of Vendor's performance under such Purchase Order
that has not been cured, including any right of the MMCAP Participating Facility to
indemnification by Vendor or enforcement of a warranty. If a standing Purchase Order is
terminated, the MMCAP Participating Facility must pay Vendor in accordance with the terms
of this Contract for goods delivered and accepted by the MMCAP Participating Facility.
4.21.6 Jurisdiction and Venue.
Upon completion of the Dispute Resolution process outlined in Article 30 of this Contract, and
solely with the prior written consent of MMCAP and the State of Minnesota Attorney General's
Office, the MMCAP Participating Facility may bring a claim, action, suit or proceeding against
Vendor. The MMCAP Participating Facility's request to MMCAP to bring the claim, action,
suit, or proceeding must state the initiating parry's desired jurisdiction, venue and governing
law.
Upon completion of the Dispute Resolution process outlined in Article 30 of this Contract, the
Vendor may bring a claim, action, suit or proceeding against MMCAP Participating Facility, in
Vendor's sole discretion.
5 of 5
Attachment D — Cur
MMCAP Vendors
ABBOTT LABS PPD
ABBOTT LABS, DIAGNOSTICS
ABBOTT NUTRITION
ACTAVIS
AKORN, INC.
ALAVEN PHARMACEUTICAL LLC
ALKERMES
ALMATICA PHARMA, INC.
ALTERNA LLC
ALVOGEN
AMERICAN HEALTH PACKAGING
AMERICAN REGENT INC
AMGEN USA
AMNEAL PHARMACEUTICALS
AMPHASTAR — IMS
ANSELL HEALTHCARE PRODUCTS LLC.
APOTEX CORP.
APOTHECUS PHARMACEUTICAL
APP PHARMACEUTICALS LLC
APPLIED NUTRITION
ASCEND LABORATORIES, LLC
ASTRAZENECA PHARMACEUTICALS
AUROBINDO PHARMA USA
AXCAN PHARMA US, INC.
AZUR PHARMA, INC.
B. BRAUN MEDICAL
BAXTER GLOBAL ANESTHESIA & CRITICAL CARE
BAXTER GLOBAL PHARMACEUTICAL
INJECTABLES
BAXTER HEALTHCARE
BEDFORD LABS
BERRY PLASTICS CORPORATION
BEUTLICH, LP
BIRCHWOOD LABS
BLU PHARMACEUTICALS, LLC
BOEHRINGER INGELHEIM
BRAINTREE LABORATORIES
BRECKENRIDGE PHARMACEUTICAL
BRISTOL-MYERS SQUIBB
CAMBER PHARMACEUTICALS, INC.
CARACO PHARMACEUTICAL LABS
CAROLINA MEDICAL PRODUCTS
CETYLITE INDUSTRIES
COMBE, INC.
CRUCELL VACCINES INC.
CYPRESS PHARMACEUTICALS, INC.
DAVA PHARMACEUTICALS
MMS 10001
Amendment 4
Attachment D
rent Vendors
March, 2011
DERMARITE INDUSTRIES LLC
DEY LABORATORIES
DR REDDY'S LABORATORIES
EISAI, INC.
ELI LILLY & CO
FALCON PHARMACEUTICALS
FERNDALE LABS
FOREST PHARMACEUTICALS
FOUGERA & CO
G&WLABS
GENENTECH USA, INC.
GERITREX CORP
GLENMARK PHARMACEUTICALS
GRACEWAY PHARMACEUTICALS
GREENSTONE LIMITED
GSK (GLAXOSMITHKLINE)
HERITAGE PHARMACEUTICALS INC.
HI -TECH PHARMACAL.
HOSPIRA
JHP PHARMACEUTICALS
JOHNSON & JOHNSON HCS
KONSYL PHARMACEUTICALS
KVK-TECH, INC.
LANNETT COMPANY
MAJOR PHARMACEUTICALS
MALLINCKRODT INC.
MCKESSON PACKAGING SERVICES (SKY)
MEAD JOHNSON NUTRITIONAL GP
MEDA PHARMACEUTICALS INC
MEDIQUE PRODUCTS
MERCK SHARP & DOHME CORP. (MERCK & CO)
MERCK VACCINE DIVISION
MERIDIAN MEDICAL TECHNOLOGIES
MONARCH PHARMACEUTICALS
MERCK-SCHERING-PLOUGH (MSP)
DISTRIBUTION SERVICES
MYLAN PHARMACEUTICALS
NEPHRON PHARMACEUTICALS
NESTLE HEALTHCARE NUTRITION INC
NESTLE NUTRITION
NEW AMERICAN THERAPEUTICS
NEXUS PHARMACEUTICALS
NIPRO DIAGNOSTICS, MC.
NOSTRUM LABORATORIES INC.
NOVARTIS CONSUMER HEALTH
NOVARTIS PHARMACEUTICALS
NOVARTIS VACCINES AND DIAGNOSTICS, INC.
1 of 2
NOVO NORDISK
ONY, INC.
PACK PHARMACEUTICALS
PADDOCK LABS
PAR PHARMACEUTICALS
PATRIN PHARMA, INC.
PEDINOL PHARMACAL, INC.
PERRIGO PHARMACEUTICALS
PFIZER U.S.
PHARMACEUTICAL ASSOCIATES, INC
PHARMADERM
PLUS PHARMA, INC.
PRASCO LABORATORIES
PRECISION DOSE
PROCTER & GAMBLE
PURDUE PHARMA LP
QUALITEST PHARMACEUTICALS, INC
RANBAXY PHARMACEUTICALS INC
RHODES PHARMACEUTICALS L.P.
RICHMOND
RISING PHARMACEUTICALS, INC.
ROCHE DIAGNOSTICS
ROCHE LABS
ROXANE LABS INC
SAGENT PHARMACEUTICALS, INC.
SANDOZ INC
SANOFI AVENTIS
SANOFI PASTEUR
SANTARUS
SAVAGE LABS
SCHERING CORP
SILARX PI-IARMACEUTICALS
SSL AMERICAS, INC
STANBIO LABORATORY LP
STRATUS PHARMACEUTICALS
SUNOVION PHARMACEUTICALS, INC.
TAKEDA PHARMACEUTICALS
TALECRIS BIOTHERAPEUTICS
TARO PHARMACEUTICALS
TEVA PHARMACEUTICALS
TEVA SPECIALTY
TORRENT PHARMA INC
UCB PHARMA
UDL LABORATORIES
ULMER PHARMACAL
UNITED RESEARCH LABORATORIES
UPSHER SMITH LABS
VALEANT PHARMACEUTICALS NORTH
AMERICA
VALIDUS PHARMACEUTICALS LLC
VERSAPHARM
VISTAPHARM
WARNER CHILCOTT
WATSON PHARMA
WEST -WARD PHARMACEUTICAL
WOCKHARDT USA
WYETH PHARMACEUTICALS
X-GEN PHARMACEUTICALS
MMS10001
Amendment 4
Attachment D
2 of 2
Amendment 5 for MMS 10001 contains state -specific
procurement fee language for Oregon and will not be
posted.
Amendment 6 for MMS 10001 contains state -specific
procurement fee language for Texax Tech and will not be
posted.
AMENDMENT
h ei
CONTRACT NO NIMBI i)
THIS;AMENDMENT is by and between the State ofMinnesota, acting tF�rough its commtssionet of Administration
( S#ate: } on behalf of the Minnesota Multistate:Contracting• Alliance for.Pharmacy (':'MMCAP'} arid Cardinal Health
110; Inc and Cardinal Health 411, Inc, 7000 Cardinal Place, Dublin, Vendor } .,a.M .
MMCAP has acontract,with the
,mJ
the Vendor, are.wllllitg°to amend
Effective July 1; 2011, Article 23 of the Origina
E Vertfy Certiffcatlon
'As required by.Minnesota Statutes Section 166075,'for services valued in excess of $50,000, Vendor certiTies
that as of the date of services, performed on behalf,of the Stateyof Minnesota and, MMCAP, Vendor andall its
ubco°ntractors will haveamplemented ar be inthe process of implementing thefederal E Verify program :for alit;
newly hired employees din the Vnited�States wh�o;wil( perform work on behalf of tf a State Vendor is responsible
for collecting all subcontractor certifications and:may dos0 utilizing th&E Verify Aubcontractor Certiflcation,Form
available at http /hdww.mmd.admin state:mn:us%doc/EverifySub�CertForm doo 'All subcontractorce#ifications .'
must be'kept on file with Vendor and made available to the State of Minnesota or; MMCAP upon";request.
Except herein amended, the provisions of the Original Contract between the parties hereto are expressly
,reaffirmed andremain in full force and effect
Original
the;fplIowing:.
1 ' CARDINAL. HEAL.TH'f'10 ING':and 2, STATE OF`MINNESOTA FOR MMCAP
C ARENNAL HEALTH 4`'I'I, INC;
The Vendor cerhiies that the appropriate person sJ have in accordance with Minn Stat ' f6C:03 Subd'3
;executed;1 s ggreement on behalf of the Vendor as required
• by appIJca I ttarHAAct - bylaws,( resolutions or ordinances "
Title:`lt
COMMISSIONER OF AQMINISTRATION "
in accar dance with Mtnn Stal ' t6C:05 Subd;:2 'm
Title
Adr ILC-r.,S
AMENDMENT NO. 8 TO MMCAP CONTRACT NO. MMS10001
THIS AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration
("State") on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Cardinal Health
110, Inc. and Cardinal Health 411, Inc., 7000 Cardinal Place, Dublin, OH 43017 ("Vendor").
MMCAP has a contract with the Vendor identified as Contract No. MMS10001 (Original Contract). MMCAP and
the Vendor are willing to amend the Original Contract as stated below.
Contract Amendment
(LM)
Effective when signed the following modifications will be made:
Modification #1
Article 1.2 of the Original Contract is amended to read:
1.2 Expiration date: October 31, 2013, or until all obligations have been satisfactorily fulfilled, whichever occurs
first. The Contract may be extended for one (1) additional one (1)-year period based on written acceptance of
both parties.
Modification #2
Article 4.3, Sections 4.3.B.3 of Attachment A, is modified to add:
Vendor will make its best efforts to notify MMCAP at least three (3) business days in advance of any meeting
between the Vendor, any MMCAP Member State or Participating Facility, or any potential MMCAP Member State
or Participating Facility when the meeting topics will address issues beyond standard operational issues including,
but not limited to requests for proposals, legislative activities concerning any products or services covered by this
Contract, or expansion of Cardinal's presence in that organization or state. If MMCAP is not an attendee at the
meeting, Vendor agrees to provide a detailed account of the meeting to MMCAP no later than five (5) business
days after the meeting. It is understood that MMCAP member facilities may bring up discussions noted in this
section without prior notice to Cardinal Health.
Modification #3
Article 4.5, Sections 4.5.C.11 of Attachment A, is modified to add:
Vendor shall notify MMCAP at least ten (10) business days in advance of any changes to the list of possible
inventory stocking codes viewable on cardinal,com. A complete list of all possible stocking codes and thorough
descriptions of each code will be provided. MMCAP staff and Participating Facilities must be informed of any
potential changes to demand shift logic and stocking request procedures.
Modification #4
Article 4.15, Sections 4.15.A.13 of Attachment A, is modified to add:
Vendor will not use MMCAP pricing or manufacturer contract terms in Vendor's generic pricing program or for any
other use beyond managing the MMCAP contract for Participating Facilities. Vendor shall maintain appropriate
policies, procedures and information technology and infrastructure to ensure that only those employees of Vendor
that have a need to know for performance under this Contract have access to MMCAP Vendor Contracts, Product
lists, discounts, prices and any other information that would qualify as competitive information in connection with
the Contracts.
Modification #5
Article 4.20 is amended to add, and the reference to Article 4.20 in Attachment B on page 6 is deleted in its
entirety, and replaced with the following:
In consideration for services provided by MMCAP, Vendor will pay an administrative fee of 0.32% on all MMCAP
Participating Facility purchases (less any credits and returns) made through Vendor. Administrative fees will not
be paid on, 340b, PHS, or ADAP sales or Prime Vendor DSH sales. The administrative fee must be paid as soon
as is reasonable after the end of each month, but no later than 30 calendar days after the end of the month.
Vendor will not pay member state specific administrative or procurement fees that are not considered "pass
through". "Pass Through" fees are included in state specific terms and conditions requiring Cardinal Health to
increase Service Fees and then passing them through in the form of a check to the designated State entity.
Page 1 of 4
AMENDMENT NO. 8 TO MMCAP CONTRACT NO. MMS10001
Modification #6
Exhibit C is modified to add:
Individual MMCAP Members Contracting. Nothing contained in this Agreement shall prohibit Vendor from offering
an enhanced service fee matrix beyond that covered by this Agreement to current or potential MMCAP Members
when regional or market opportunities present themselves; the service fee matrix found in this Exhibit C will be
used as the base offer. The Vendor will communicate to the MMCAP Office in advance of all offers.
Modification #7
Article 4.8, Sections 4.8.A.1 of Attachment A is modified to delete:
Average Wholesale Cost, Wholesale Acquisition, UPN (Universal Product Number)
Modification #8
Article 4.5.B.6 of Attachment A is modified to delete:
For products marked as non -stock, Vendor must submit a monthly report on how equivalent generic purchasing is
impacting non movement.
Modification #9
Article 7 of the Original Contract is deleted in its entirety and replaced with the following:
MMCAP's Authorized Representative is Laura Muetzel', MMCAP Pharmacy Prime Vendor (PPV) Coordinator, or
his/her successor, and has the responsibility to monitor the Vendor's performance and the authority to accept the
services provided to MMCAP under this contract. Vendor acknowledges that PPV Coordinator is the primary
contact for all Contract activities and strategic planning.
The Vendor's Authorized Representative is Kate Spirko, Vice President —Government Accounts, 7000 Cardinal
Place, Dublin, OH 43017, (614) 757-7782, or his/her successor. If the Vendor's Authorized Representative
changes at any time during this contract, the Vendor must immediately notify MMCAP.
Modification #10
Article 8 of the Original Contract is amended to read:
MMCAP Pharmacy Prime Vendor Coordinator
50 Sherburne Avenue, Suite112
St. Paul, MN 55155
Fax: 651.297,3996
Modification #11
Article 4.16 of Attachment A is modified to add:
Vendor will provide the reports listed herein for all MMCAP Participating Facilities regardless of a primary GPO
affiliation other than MMCAP.: Reports will not include pricing or other contract details for GPO purchases not
associated with MMCAP. Vendor agrees that any similar reports provided to other GPOs for shared Participating
Facilities will not include MMCAP pricing or contract details.
Modification #12
Article.4.11 B of Attachment A is modified to read:
Vendor agrees to report contract compliance using MMCAP Office's preferred calculations when requested by
MMCAP Participating Facilities, the MMCAP Office or any other entities designated by the MMCAP Office.
Modification #13
Article 4.19 Sections 4.19.3 and 4.19.4 of Attachment A are deleted in entirety and replaced with the following:
3. Within 30 business days of the receipt of the funds and the list of facilities receiving credit, Vendor must provide
to the MMCAP Office an Excel Spreadsheet detailing the credit memo information. This Excel listing must include
the following fields: distribution center, account number, facility name, facility address, facility city, facility state,
Page 2 of 4
AMENDMENT NO. 8 TO MMCAP CONTRACT NO. MMS10001
DEA, HIN, date of credit memo, credit memo number, and credit memo amount. In addition to supplying the credit
memo detail to the MMCAP Office, Cardinal Health will also provide a listing of all accounts that are inactive that
cannot have a credit memo issued.
4. Within 60 days of the date credits were applied and the inactive accounts are communicated as stated in the
above process (#3), the MMCAP office must provide W-9 documents to Cardinal Health for any facilities found
on the "Inactive Account" listing provided that expect to receive their credits in the form of a check. All other
outstanding credits will be refunded to the MMCAP Office in the form of a check at the end of the 60 day waiting
period.
Modification #14
Article 4.3 Sections 4.3.A.2 of Attachment A is deleted in its entirety.
Modification #15
Article 4.3 Sections 4.3.A.3 of Attachment A is deleted in its entirety and replaced with the following
Additional Functional Contacts include the following contacts. The appropriate contacts will have inquiries
directed to them when submitted to Cardinal Health via the Sharepoint site provided to the MMCAP Office:
a. Inventory Management related issues. Stocking requests. Holly Kartscher,
holly.kartscher(c�cardinalheatth.com 614-757-4622
b. Contract pricing and membership discrepancies, Pricing & Research,
PricinoResearch(c�cardinalhealth.com
c. Vendor Service Fees, Anita Anderson, anita.anderson01 Ocardinalhealth.com, 614-657-4158
d. PPV Agreement Questions, Anita Anderson, anita.anderson0l(a7cardinalhealth.com, 614-657-4158
Modification #16
Article 4.3 Sections 4.3.A.4 of Attachment A is deleted in its entirety and replaced with the following:
In the event the MMCAP Office determines the Primary Account Representative is non -responsive, the MMCAP
Offices will escalate tc Kate Spirko, VP Government Accounts, Kate.Spirko@cardinalhealth.com, 614-757-4671.
Modification #17
Article 4.5, Sections 4.5.C.8 of Attachment A, is modified to add:
In the event MMCAP chooses to processes Failure to Supply claims on behalf of the MMCAP Participating
Facilities, Vendor will receive 30 days' advanced written notice. Vendor agrees to accept electronic claims from
MMCAP, and/or the MMCAP Participating Facility. Electronic claims will identify the specific contract Products for
which alternative products were purchased and the amount of reimbursement claimed on behalf of each MMCAP
Participating Facility for the additional cost incurred in purchasing the altemative products. Reimbursement
amounts will be calculated by subtracting the MMCAP Product invoice amount from the purchase invoice amount,
excluding all other fees. Vendor must pay such claims in the form of a credit within 30 days of receipt of a claim
as described above. If Vendor does not pay such claim within such thirty (30) day period, MMCAP will have the
right to charge, and Vendor agrees to pay, a late fee equal to the' statutory maximum allowable percentage per
month of the amount of any unpaid claim.
Modification #18
Article 4.3 Section 4.3.A.6.c is modified to add:
Vendor and MMCAP agree to conduct a complete contract review no later than November 1, 2012 to determine
areas of non-compliance from both parties.
Modification #19
Article 4.5 Section 4.5.B.2 of Attachment A is modified to change the first sentence as follows:
The MMCAP office must be notified no later than (5) business days if any of the MMCAP contracted
manufacturers contracts are terminated or expire via a Weekly Contract Changes report found in section 4.16 D.
Modification #20
Article 4.11 Section 4.11.A bullet 2 of Attachment A is deleted in its entirety and replaced with the following:
Vendor account number
Page 3 of 4
AMENDMENT NO. S TO MMCAP, CONTRACT NO.`MMS10001
Except as herein amended, the provisions of the Original Contract between the parties hereto are expressly
reaffirmed and remain in full force and effect.
1. CARDINAL HEALTH 110, INC. AND
CARDINAL HEALTH 411, INC..
The Vendor certifies that the appropriate person(s) have
execute this Agreement on behalf of the Vendor as required
by appti able icles, bylaws, resolutions, or ordinances.
By: _"
Title: V PreS dt eDevywvertk AccuoA:>k
Date: 34kt 2,(o t Q011
By:
Title:
Date: R) / r;; J?-UI
tAN Lk(
2. STATE OF MINNESOTA FOR MMCAP
In: accordance' With Minn. Stat..':16C.O3, Subd. 3,
By: f LpK J fheLarYIA &15
Title: •.VYD-t-j S+ :Sr.•
Date:
3. COMMISSIONER OF ADMINISTRATION
In accordance with Minn. Stat 16C`.05, Subd. 2
By:
Title:
Date:.
Page 4of4
a44(4),
Amendment 9 for MMS 10001 contains state -specific
language for Florida and will not be posted.