Common use of AUDIT, MISCELLANEOUS Clause in Contracts

AUDIT, MISCELLANEOUS. 8.1 CONTRACTOR shall have the right, upon written notice, to review and audit data and other contract related documentation of KDHE- DHCF as necessary to verify KDHE-DHCF’s performance and compliance with their obligations under this Agreement. An independent third-party auditor may, at CONTRACTOR’s sole discretion, conduct such review and audit, provided that such auditor shall agree to maintain the confidentiality of KDHE-DHCF’s confidential data and documentation. The terms of this Section 8.1 shall survive termination of this Agreement for a period of seven (7) years. 8.2 Schedule A is part of this Agreement. 8.3 If CONTRACTOR discontinues the manufacture, sale or distribution of any CONTRACTOR Product or decides to transfer or license any CONTRACTOR Product to a third party, then CONTRACTOR shall notify KDHE-DHCF. A contract amendment shall be initiated by the CONTRACTOR of such product confirming continued supplemental rebate responsibility under the new CONTRACTOR, until the end of the original agreed upon contract. 8.4 At the time of each Supplemental Rebate payment, CONTRACTOR shall provide KDHE-DHCF with reconciliation statements. KDHE- DHCF is aware of this process with respect to the reporting CMS Basic Rebates and CMS CPI Rebates under the terms of the CMS Agreement and agrees to use the reconciliation statements to accurately report to CMS the CMS Basic Rebates, CMS CPI Rebates, and State Supplemental Rebates for each CONTRACTOR Product for which a discount has been paid under this Agreement, to the extent required under applicable federal or state law. 8.5 KDHE-DHCF represents and warrants that it has obtained any and all necessary consent(s) from any and all third parties, as required by law, regulation, ethical or professional code, contract, agreement or otherwise, to provide to CONTRACTOR all data required pursuant to Section 4.1 hereof. 8.6 CONTRACTOR and the agents and employees of CONTRACTOR in the performance of this Agreement, will act in an independent capacity and not as officers, employees or agents of the State of Kansas. 8.7 Nothing in this Agreement will be construed so as to require the commission of any act contrary to law. If any provision of this Agreement is found to be invalid or illegal by a court of law, or inconsistent with federal requirements, this Agreement will be construed in all respects as if any invalid, unenforceable, or inconsistent provision were eliminated, and without any effect on any other provision. The parties agree to negotiate replacement provisions, to afford the parties as much of the benefit of their original bargain as is possible. 8.8 Inasmuch as the State Supplemental Rebate required by this Agreement is for Kansas Medicaid recipients, KDHE-DHCF warrants that the State Supplemental Rebate does not establish a new 'Best Price' or AMP for purposes of CONTRACTOR's CMS Agreement. 8.9 Performance under this Agreement shall be contingent on the non- occurrence of the events described in Section 6.4(b) of this Agreement, and on CMS’s valid approval of the Kansas Supplemental Rebate Program of which this Agreement forms a part. 8.10 KDHE-DHCF warrants that the business arrangement contemplated by this Agreement is not subject to the provisions of 42 U.S.C. Sec. 1320a-7b(b) prohibiting illegal remuneration. Should the above provisions apply, KDHE-DHCF warrants that the business arrangement contemplated by this Agreement meets the discount exception found in 42 U.S.C. Sec. 1320a-7b(b)(3)(A), which excludes from prohibited activities the practice of discounting or other reductions in price obtained by a provider of services or other entity under a Federal health care program, if the reduction in price is properly disclosed and appropriately reflected in the costs claimed or charges made by the provider or entity under a Federal health care program. KDHE-DHCF currently provides CMS full and unfettered access to all information held by KDHE-DHCF regarding the implementation of the Kansas Medicaid Program, and shall continue to do so throughout the term of this Agreement. 8.11 This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. 8.12 Failure of either party hereto to exercise its remedies arising out of any act or omission by the other party hereto shall not be deemed a waiver of any breach or default of any term or condition of this Agreement. No waiver by either party of any breach or default of any term or condition of this Agreement shall be deemed a waiver of any other or subsequent breach or default. 8.13 The parties will resolve any disputes relating to the Agreement in accordance with generally applicable procedures followed by KDHE- DHCF or CMS in disputes concerning rebates paid pursuant to 42 U.S.C. Sec. 1396r-8. 8.14 Noncompliance with any obligations hereunder due to force majeure, such as acts of God, laws or regulations of any government, war, terrorism, civil commotion, destruction of production facilities and materials, fire, earthquake, or storm, labor disturbances, shortage of materials, failure of public utilities or common carriers, public health emergency, and any other causes beyond the reasonable control of the parties, shall not constitute breach of contract. 8.15 This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, written or oral, between the parties (except confidentiality agreements, which shall survive execution hereof). 8.16 Modification or amendment to this agreement shall be in writing, and executed with the same formality as the original. 8.17 This Agreement shall bind the parties hereto and their successors and assigns, provided that neither party shall have the right to assign this Agreement or any part thereof to a third party without the prior written consent of the other party. 8.18 The Provisions found in Attachment A, Contractual Provisions Attachment (Form DA-146a), Attachment B, Compliance with the “Enhancement of Contractor Protection from Reprisal for Disclosure of Certain Information” and Non-Debarment Certification and Warranty, Attachment C, Certification of Company not Currently Engaged in a Boycott of Goods or Services from Israel, Attachment D, Policy Regarding Sexual Harassment, CMS approval letter and Schedule A, “Supplemental Rebate Bid,” which are attached hereto, are hereby incorporated in this contract and made a part thereof. Printed Name: Printed Title: Xxxxx Xxxxxx Acting Secretary Date: Date: State of Kansas Department of Administration DA-146a (Rev. 07-19)

AUDIT, MISCELLANEOUS. 8.1 CONTRACTOR shall have the right, upon written notice, to review and audit data and other contract related documentation of KDHE- DHCF as necessary to verify KDHE-DHCF’s performance and compliance with their obligations under this Agreement. An independent third-party auditor may, at CONTRACTOR’s sole discretion, conduct such review and audit, provided that such auditor shall agree to maintain the confidentiality of KDHE-DHCF’s confidential data and documentation. The terms of this Section 8.1 shall survive termination of this Agreement for a period of seven (7) years. 8.2 Schedule A is part of this Agreement. 8.3 If CONTRACTOR discontinues the manufacture, sale or distribution of any CONTRACTOR Product or decides to transfer or license any CONTRACTOR Product to a third party, then CONTRACTOR shall notify KDHE-DHCF. A contract amendment shall be initiated by the CONTRACTOR of such product confirming continued supplemental rebate responsibility under the new CONTRACTOR, until the end of the original agreed upon contract. 8.4 At the time of each Supplemental Rebate payment, CONTRACTOR shall provide KDHE-DHCF with reconciliation statements. KDHE- DHCF is aware of this process with respect to the reporting CMS Basic Rebates and CMS CPI Rebates under the terms of the CMS Agreement and agrees to use the reconciliation statements to accurately report to CMS the CMS Basic Rebates, CMS CPI Rebates, and State Supplemental Rebates for each CONTRACTOR Product for which a discount has been paid under this Agreement, to the extent required under applicable federal or state law. 8.5 KDHE-DHCF represents and warrants that it has obtained any and all necessary consent(s) from any and all third parties, as required by law, regulation, ethical or professional code, contract, agreement or otherwise, to provide to CONTRACTOR all data required pursuant to Section 4.1 hereof. 8.6 CONTRACTOR and the agents and employees of CONTRACTOR in the performance of this Agreement, will act in an independent capacity and not as officers, employees or agents of the State of Kansas. 8.7 Nothing in this Agreement will be construed so as to require the commission of any act contrary to law. If any provision of this Agreement is found to be invalid or illegal by a court of law, or inconsistent with federal requirements, this Agreement will be construed in all respects as if any invalid, unenforceable, or inconsistent provision were eliminated, and without any effect on any other provision. The parties agree to negotiate replacement provisions, to afford the parties as much of the benefit of their original bargain as is possible. 8.8 Inasmuch as the State Supplemental Rebate required by this Agreement is for Kansas Medicaid recipients, KDHE-DHCF warrants that the State Supplemental Rebate does not establish a new 'Best Price' or AMP for purposes of CONTRACTOR's CMS Agreement. 8.9 Performance under this Agreement shall be contingent on the non- occurrence of the events described in Section 6.4(b) of this Agreement, and on CMS’s valid approval of the Kansas Supplemental Rebate Program of which this Agreement forms a part. 8.10 KDHE-DHCF warrants that the business arrangement contemplated by this Agreement is not subject to the provisions of 42 U.S.C. Sec. 1320a-7b(b) prohibiting illegal remuneration. Should the above provisions apply, KDHE-DHCF warrants that the business arrangement contemplated by this Agreement meets the discount exception found in 42 U.S.C. Sec. 1320a-7b(b)(3)(A), which excludes from prohibited activities the practice of discounting or other reductions in price obtained by a provider of services or other entity under a Federal health care program, if the reduction in price is properly disclosed and appropriately reflected in the costs claimed or charges made by the provider or entity under a Federal health care program. KDHE-DHCF currently provides CMS full and unfettered access to all information held by KDHE-DHCF regarding the implementation of the Kansas Medicaid Program, and shall continue to do so throughout the term of this Agreement. 8.11 This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. 8.12 Failure of either party hereto to exercise its remedies arising out of any act or omission by the other party hereto shall not be deemed a waiver of any breach or default of any term or condition of this Agreement. No waiver by either party of any breach or default of any term or condition of this Agreement shall be deemed a waiver of any other or subsequent breach or default. 8.13 The parties will resolve any disputes relating to the Agreement in accordance with generally applicable procedures followed by KDHE- DHCF or CMS in disputes concerning rebates paid pursuant to 42 U.S.C. Sec. 1396r-8. 8.14 Noncompliance with any obligations hereunder due to force majeure, such as acts of God, laws or regulations of any government, war, terrorism, civil commotion, destruction of production facilities and materials, fire, earthquake, or storm, labor disturbances, shortage of materials, failure of public utilities or common carriers, public health emergency, and any other causes beyond the reasonable control of the parties, shall not constitute breach of contract. 8.15 This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, written or oral, between the parties (except confidentiality agreements, which shall survive execution hereof). 8.16 Modification or amendment to this agreement shall be in writing, and executed with the same formality as the original. 8.17 This Agreement shall bind the parties hereto and their successors and assigns, provided that neither party shall have the right to assign this Agreement or any part thereof to a third party without the prior written consent of the other party. 8.18 The Provisions found in Attachment A, Contractual Provisions Attachment (Form DA-146a), Attachment B, Compliance with the “Enhancement of Contractor Protection from Reprisal for Disclosure of Certain Information” and Non-Debarment Certification and Warranty, Attachment C, Certification of Company not Currently Engaged in a Boycott of Goods or Services from Israel, Attachment D, Policy Regarding Sexual Harassment, CMS approval letter and Schedule A, “Supplemental Rebate Bid,” which are attached hereto, are hereby incorporated in this contract and made a part thereof. Printed Name: Printed Title: Xxxxx Xxxxxx Acting Secretary Date: Date: State of Kansas Department of Administration DA-146a (Rev. 07-19)

AUDIT, MISCELLANEOUS. 8.1 CONTRACTOR shall have the right, upon written notice, to review and audit data and other contract related documentation of KDHE- DHCF as necessary to verify KDHE-DHCF’s performance and compliance with their obligations under this Agreement. An independent third-party auditor may, at CONTRACTOR’s sole discretion, conduct such review and audit, provided that such auditor shall agree to maintain the confidentiality of KDHE-DHCF’s confidential data and documentation. The terms of this Section 8.1 shall survive termination of this Agreement for a period of seven (7) years. 8.2 Schedule A is part of this Agreement. 8.3 If CONTRACTOR discontinues the manufacture, sale or distribution of any CONTRACTOR Product or decides to transfer or license any CONTRACTOR Product to a third party, then CONTRACTOR shall notify KDHE-DHCF. A contract amendment , such product shall be initiated by removed from the definition of “CONTRACTOR Products”, and no discount shall be payable with respect to utilization of such product confirming continued supplemental rebate responsibility under the new CONTRACTOR, until the end of the original agreed upon contractthat occurred after such discontinuance. 8.4 At the time of each Supplemental Rebate payment, CONTRACTOR shall provide KDHE-DHCF with reconciliation statements. KDHE- DHCF is aware of this process with respect to the reporting CMS Basic Rebates and CMS CPI Rebates under the terms of the CMS Agreement and agrees to use the reconciliation statements to accurately report to CMS the CMS Basic Rebates, CMS CPI Rebates, and State Supplemental Rebates for each CONTRACTOR Product for which a discount has been paid under this Agreement, to the extent required under applicable federal or state law. 8.5 KDHE-DHCF represents and warrants that it has obtained any and all necessary consent(s) from any and all third parties, as required by law, regulation, ethical or professional code, contract, agreement or otherwise, to provide to CONTRACTOR all data required pursuant to Section 4.1 hereof. 8.6 CONTRACTOR and the agents and employees of CONTRACTOR in the performance of this Agreement, will act in an independent capacity and not as officers, employees or agents of the State of Kansas. 8.7 Nothing in this Agreement will be construed so as to require the commission of any act contrary to law. If any provision of this Agreement is found to be invalid or illegal by a court of law, or inconsistent with federal requirements, this Agreement will be construed in all respects as if any invalid, unenforceable, or inconsistent provision were eliminated, and without any effect on any other provision. The parties agree to negotiate replacement provisions, to afford the parties as much of the benefit of their original bargain as is possible. 8.8 Inasmuch as the State Supplemental Rebate required by this Agreement is for Kansas Medicaid recipients, KDHE-DHCF warrants that the State Supplemental Rebate does not establish a new 'Best Price' or AMP for purposes of CONTRACTOR's CMS Agreement. 8.9 Performance under this Agreement shall be contingent on the non- occurrence of the events described in Section 6.4(b) of this Agreement, and on CMS’s valid approval of the Kansas Supplemental Rebate Program of which this Agreement forms a part. 8.10 KDHE-DHCF warrants that the business arrangement contemplated by this Agreement is not subject to the provisions of 42 U.S.C. Sec. 1320a-7b(b) prohibiting illegal remuneration. Should the above provisions apply, KDHE-DHCF warrants that the business arrangement contemplated by this Agreement meets the discount exception found in 42 U.S.C. Sec. 1320a-7b(b)(3)(A), which excludes from prohibited activities the practice of discounting or other reductions in price obtained by a provider of services or other entity under a Federal health care program, if the reduction in price is properly disclosed and appropriately reflected in the costs claimed or charges made by the provider or entity under a Federal health care program. KDHE-DHCF currently provides CMS full and unfettered access to all information held by KDHE-DHCF regarding the implementation of the Kansas Medicaid Program, and shall continue to do so throughout the term of this Agreement. 8.11 This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. 8.12 Failure of either party hereto to exercise its remedies arising out of any act or omission by the other party hereto shall not be deemed a waiver of any breach or default of any term or condition of this Agreement. No waiver by either party of any breach or default of any term or condition of this Agreement shall be deemed a waiver of any other or subsequent breach or default. 8.13 The parties will resolve any disputes relating to the Agreement in accordance with generally applicable procedures followed by KDHE- DHCF or CMS in disputes concerning rebates paid pursuant to 42 U.S.C. Sec. 1396r-8. 8.14 Noncompliance with any obligations hereunder due to force majeure, such as acts of God, laws or regulations of any government, war, terrorism, civil commotion, destruction of production facilities and materials, fire, earthquake, or storm, labor disturbances, shortage of materials, failure of public utilities or common carriers, public health emergency, and any other causes beyond the reasonable control of the parties, shall not constitute breach of contract. 8.15 This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, written or oral, between the parties (except confidentiality agreements, which shall survive execution hereof). 8.16 Modification or amendment to this agreement shall be in writing, and executed with the same formality as the original. 8.17 This Agreement shall bind the parties hereto and their successors and assigns, provided that neither party shall have the right to assign this Agreement or any part thereof to a third party without the prior written consent of the other party. 8.18 The Provisions found in Attachment A, Contractual Provisions Attachment (Form DA-146a, Rev. 1-01), Attachment B, Compliance with the “Enhancement of Contractor Protection from Reprisal for Disclosure of Certain Information” and Non-Debarment Certification and Warranty, Attachment C, Certification of Company not Currently Engaged in a Boycott of Goods or Services from Israel, Attachment D, Policy Regarding Sexual Harassment, CMS approval letter and Schedule A, “Supplemental Rebate Bid,Preferred Drug List Status Requirements and Discount Calculation” and Attachment B, CMS approval letter, which are attached hereto, are hereby incorporated in this contract and made a part thereof. Printed Name: Name Printed Title: Xxxxx Xxxxxx Acting Secretary Title ‌ Date: Xxx X. Xxxxxx, MD Secretary Date: State of Kansas Department of Administration DA-146a (Rev. 0706-1912)

AUDIT, MISCELLANEOUS. 8.1 CONTRACTOR shall have the right, upon written notice, to review and audit data and other contract related documentation of KDHE- DHCF as necessary to verify KDHE-DHCF’s performance and compliance with their obligations under this Agreement. An independent third-party auditor may, at CONTRACTOR’s sole discretion, conduct such review and audit, provided that such auditor shall agree to maintain the confidentiality of KDHE-DHCF’s confidential data and documentation. The terms of this Section 8.1 shall survive termination of this Agreement for a period of seven (7) years. 8.2 Schedule A is part of this Agreement. 8.3 If CONTRACTOR discontinues the manufacture, sale or distribution of any CONTRACTOR Product or decides to transfer or license any CONTRACTOR Product to a third party, then CONTRACTOR shall notify KDHE-DHCF. A contract amendment , such product shall be initiated by removed from the definition of “CONTRACTOR Products”, and no discount shall be payable with respect to utilization of such product confirming continued supplemental rebate responsibility under the new CONTRACTOR, until the end of the original agreed upon contractthat occurred after such discontinuance. 8.4 At the time of each Supplemental Rebate payment, CONTRACTOR shall provide KDHE-DHCF with reconciliation statements. KDHE- DHCF is aware of this process with respect to the reporting CMS Basic Rebates and CMS CPI Rebates under the terms of the CMS Agreement and agrees to use the reconciliation statements to accurately report to CMS the CMS Basic Rebates, CMS CPI Rebates, and State Supplemental Rebates for each CONTRACTOR Product for which a discount has been paid under this Agreement, to the extent required under applicable federal or state law. 8.5 KDHE-DHCF represents and warrants that it has obtained any and all necessary consent(s) from any and all third parties, as required by law, regulation, ethical or professional code, contract, agreement or otherwise, to provide to CONTRACTOR all data required pursuant to Section 4.1 hereof. 8.6 CONTRACTOR and the agents and employees of CONTRACTOR in the performance of this Agreement, will act in an independent capacity and not as officers, employees or agents of the State of Kansas. 8.7 Nothing in this Agreement will be construed so as to require the commission of any act contrary to law. If any provision of this Agreement is found to be invalid or illegal by a court of law, or inconsistent with federal requirements, this Agreement will be construed in all respects as if any invalid, unenforceable, or inconsistent provision were eliminated, and without any effect on any other provision. The parties agree to negotiate replacement provisions, to afford the parties as much of the benefit of their original bargain as is possible. 8.8 Inasmuch as the State Supplemental Rebate required by this Agreement is for Kansas Medicaid recipients, KDHE-DHCF warrants that the State Supplemental Rebate does not establish a new 'Best Price' or AMP for purposes of CONTRACTOR's CMS Agreement. 8.9 Performance under this Agreement shall be contingent on the non- occurrence of the events described in Section 6.4(b) of this Agreement, and on CMS’s valid approval of the Kansas Supplemental Rebate Program of which this Agreement forms a part. 8.10 KDHE-DHCF warrants that the business arrangement contemplated by this Agreement is not subject to the provisions of 42 U.S.C. Sec. 1320a-7b(b) prohibiting illegal remuneration. Should the above provisions apply, KDHE-DHCF warrants that the business arrangement contemplated by this Agreement meets the discount exception found in 42 U.S.C. Sec. 1320a-7b(b)(3)(A), which excludes from prohibited activities the practice of discounting or other reductions in price obtained by a provider of services or other entity under a Federal health care program, if the reduction in price is properly disclosed and appropriately reflected in the costs claimed or charges made by the provider or entity under a Federal health care program. KDHE-DHCF currently provides CMS full and unfettered access to all information held by KDHE-DHCF regarding the implementation of the Kansas Medicaid Program, and shall continue to do so throughout the term of this Agreement. 8.11 This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. 8.12 Failure of either party hereto to exercise its remedies arising out of any act or omission by the other party hereto shall not be deemed a waiver of any breach or default of any term or condition of this Agreement. No waiver by either party of any breach or default of any term or condition of this Agreement shall be deemed a waiver of any other or subsequent breach or default. 8.13 The parties will resolve any disputes relating to the Agreement in accordance with generally applicable procedures followed by KDHE- DHCF or CMS in disputes concerning rebates paid pursuant to 42 U.S.C. Sec. 1396r-8. 8.14 Noncompliance with any obligations hereunder due to force majeure, such as acts of God, laws or regulations of any government, war, terrorism, civil commotion, destruction of production facilities and materials, fire, earthquake, or storm, labor disturbances, shortage of materials, failure of public utilities or common carriers, public health emergency, and any other causes beyond the reasonable control of the parties, shall not constitute breach of contract. 8.15 This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, written or oral, between the parties (except confidentiality agreements, which shall survive execution hereof). 8.16 Modification or amendment to this agreement shall be in writing, and executed with the same formality as the original. 8.17 This Agreement shall bind the parties hereto and their successors and assigns, provided that neither party shall have the right to assign this Agreement or any part thereof to a third party without the prior written consent of the other party. 8.18 The Provisions found in Attachment A, Contractual Provisions Attachment (Form DA-146a, Rev. 07-19), Attachment B, Compliance with the “Enhancement of Contractor Protection from Reprisal for Disclosure of Certain Information” and Non-Debarment Certification and Warranty, Attachment C, Certification of Company not Currently Engaged in a Boycott of Goods or Services from Israel, Attachment D, Policy Regarding Sexual Harassment, CMS approval letter and Schedule A, “Supplemental Rebate Bid,Preferred Drug List Status Requirements and Discount Calculation” and Attachment B, CMS approval letter, which are attached hereto, are hereby incorporated in this contract and made a part thereof. Printed Name: Name Printed Title: Xxxxx Xxxxxx Acting Title Xxx X. Xxxxxx, M.D. Secretary Date: Date: State of Kansas Department of Administration DA-146a (Rev. 07-19)