Common use of Incorporation of Documents Clause in Contracts

Incorporation of Documents. This Contract consists of and precedence is hereby established by the order of the following documents incorporated herein: This Contract signed by the parties including Exhibit A, Fee Schedule and Exhibit B, Performance Guarantees; and The Vendor’s response to the State of Mississippi Request for Proposal for Decision Support Services dated _____ and attached hereto as Exhibit C and incorporated fully herein by reference; The State of Mississippi Request for Proposal for Decision Support Services dated July 30, 2019, attached hereto as Exhibit D and incorporated fully herein by reference; and This Contract, including the Exhibits referenced herein, constitutes the entire Contract of the parties with respect to the subject matter contained herein and supersedes and replaces any and all prior negotiations, understandings and Contracts, written or oral, between the parties relating thereto. Any ambiguities, conflicts, or questions of interpretation of this Contract shall be resolved by first reference to this Contract including Exhibit A, and if still unresolved, by reference to Exhibit B, and if still unresolved, by reference to Exhibit C and if still unresolved, by reference to Exhibit D. Omission of any term or obligation from this Contract or the attached Exhibits shall not be deemed an omission from this Contract if such term or obligation is provided for elsewhere. 1Witness our signatures, on the date first written. Decision Support Services Vendor State and School Employees’ Health Insurance Management Board By: __________________________________ By: ___________________________________ Name: _______________________________ Name: Xxxxx X. Xxxxxxx Title: _________________________ ______ Title: Chairman of the Board Date: _________________________ ______ Date: _________________________________ For Decision Support Services rendered under this Contract, the following per participant per month (PPPM) fees apply to all core services and are all-inclusive and include any expenses such as printing, binding, photocopy, and any travel: Year 1 2020 (1/1/20 – 12/31/20) Year 2 2021 (1/1/21 – 12/31/21) Year 3 2022 (1/1/22 – 12/31/22) Year 4 2023 (1/1/23 – 12/31/23) Year 5* 2024 (1/1/24 – 12/31/24) Decision Support Services (PPPM) Bundled Fee Consulting/Analytical Support Services (per hour) Other _____________________ Other _____________________ * Optional Renewal Year Product/Service Year 1 2020 (1/1/20 – 12/31/20) Year 2 2021 (1/1/21 – 12/31/21) Year 3 2022 (1/1/22 – 12/31/22) Year 4 2023 (1/1/23 – 12/31/23) Year 5* 2024 (1/1/24 – 12/31/24) The PPPM rates listed above are firm for the duration of the Contract and are not subject to escalation for any reason unless the Contract is duly amended. No additional compensation shall be provided by the Board for any expense, cost, or fee not specifically authorized by this Contract. The Board will not pay any fees incurred prior to the January 1, 2020 Contract effective date. All fees or charges related to any service to be provided must be identified.

Incorporation of Documents. This Contract consists of and precedence is hereby established by the order of the following documents incorporated herein: This Contract signed by the parties including Exhibit A, Fee Schedule for Health and Wellness Management Services; Exhibit B – Performance Standards, and Exhibit B, Performance GuaranteesC – Health and Wellness Management Services Vendor Reports; and The HWM Vendor’s response to the State Department of Mississippi Finance and Administration’s Request for Proposal Proposals for Decision Support Services Health and Wellness Management dated _____ Date, 2020 and attached hereto as Exhibit C and incorporated fully herein by reference; The State of Mississippi Request for Proposal for Decision Support Services dated July 30, 2019, attached hereto as Exhibit D and incorporated fully herein by reference; and The Department of Finance and Administration’s Request for Proposals for Health and Wellness Management Services dated November 17, 2020, attached hereto as Exhibit E and incorporated fully herein by reference; and This Contract, including the Exhibits exhibits referenced herein, constitutes the entire Contract of the parties with respect to the subject matter contained herein and supersedes and replaces any and all prior negotiations, understandings and Contracts, written or oral, between the parties relating thereto. Any ambiguities, conflicts, or questions of interpretation of this Contract shall be resolved by first reference to this Contract including Exhibit A, and if still unresolved, by reference to Exhibit B, and Exhibit C, and if still unresolved, by reference to Exhibit C D, and if still unresolved, by reference to Exhibit D. E. Omission of any term or obligation from this Contract or the attached Exhibits exhibits shall not be deemed an omission from this Contract if such term or obligation is provided for elsewhere. 1Witness our signatures, on this the date first written_________ day of ________________, 2021. Decision Support Services HWM Vendor State Department of Finance and School Employees’ Health Insurance Management Board Administration By: __________________________________ By: ___________________________________ Name: :_______________________________ Name: Xxxxx X. Xxxxxxx :_______________________________ Title: _________________________ ______ Title: Chairman of the Board Date: _________________________ ______ DateThe HWM Vendor must abide by the performance standards specified below. The Board reserves the right to reduce or waive any fees at risk if, in the Board’s sole discretion, failure to meet a performance standard was due to extraordinary circumstances. Unless otherwise stated, liquidated damages will be assessed based upon the term of the contract. Standard Reports and Report Frequencies Standard: _________________________________ All HWM Vendor management reports due to the Board will be submitted within fifteen (15) calendar days from the end of the reporting cycle. Liquidated Damages: 5% of Core HWM Program Fees Tobacco Cessation Program – (Optional) Standard: For Decision Support Services rendered under this Contractthose participants enrolled in the Tobacco Cessation Program, the following quit rate after six (6) months will be 25% or greater. Liquidated Damages: 20% of annual fees for Tobacco Cessation program Weight Management Program – (Optional) Standard: The Weight Management Program will achieve a decline in Body Mass Index of at least 2 points in 50% of the participants within 6 months of beginning program. Liquidated Damages: 20% of annual fees for Weight Management Program Disease Management – (Optional) Standard: The HWM Vendor will make a minimum of four (4) live contacts per Plan participant per month (PPPM) year to 90% of participants. Quarterly reports will be required as documentation. Liquidated Damages: 20% of annual fees apply for Disease Management Program Performance and activity reports will be submitted monthly to all core services and are all-inclusive and include any expenses such as printing, binding, photocopy, and any travel: Year 1 2020 (1/1/20 – 12/31/20) Year 2 2021 (1/1/21 – 12/31/21) Year 3 2022 (1/1/22 – 12/31/22) Year 4 2023 (1/1/23 – 12/31/23) Year 5* 2024 (1/1/24 – 12/31/24) Decision Support Services (PPPM) Bundled Fee Consulting/Analytical Support Services (per hour) Other _____________________ Other _____________________ * Optional Renewal Year Product/Service Year 1 2020 (1/1/20 – 12/31/20) Year 2 2021 (1/1/21 – 12/31/21) Year 3 2022 (1/1/22 – 12/31/22) Year 4 2023 (1/1/23 – 12/31/23) Year 5* 2024 (1/1/24 – 12/31/24) The PPPM rates listed above are firm for the duration of the Contract and are not subject to escalation for any reason unless the Contract is duly amended. No additional compensation shall be provided by the Board for any expense, cost, or fee not specifically authorized by this ContractBoard. The Board will not pay any fees incurred prior use the HWM Vendor’s internal reports to measure the HWM Vendor’s performance relative to the January 1standards included in this Exhibit. The HWM Vendor’s internal reports and/or data (including detail claims data) supporting the HWM Vendor’s internal reports may be reviewed/audited by the Board, 2020 Contract effective dateor at the Board’s discretion, by an independent reviewer. All fees or charges related The report and determination of the independent reviewer shall be final, binding and conclusive as to an administrative review on HWM Vendor and the Board; provided, however, that before a final report and determination is issued, the Board and HWM Vendor shall each have a reasonable opportunity to review the non-proprietary supporting documentation and proposed report of the independent reviewer and to provide any service comments to be provided must be identifiedthe independent reviewer.

Incorporation of Documents. This Contract consists of and precedence is hereby established by the order of the following documents incorporated herein: This Contract signed by the parties including Exhibit A, Fee Schedule and Exhibit B, Performance GuaranteesStandards; and The VendorPBM’s response to the State of Mississippi Request for Proposal for Decision Support Pharmacy Benefit Manager Services dated _____ and attached hereto as Exhibit C and incorporated fully herein by reference; The State of Mississippi Request for Proposal for Decision Support Pharmacy Benefit Manager Services dated July 30February 11, 20192020, attached hereto as Exhibit D and incorporated fully herein by reference; and This Contract, including the Exhibits referenced herein, constitutes the entire Contract of the parties with respect to the subject matter contained herein and supersedes and replaces any and all prior negotiations, understandings and Contracts, written or oral, between the parties relating thereto. Any ambiguities, conflicts, or questions of interpretation of this Contract shall be resolved by first reference to this Contract including Exhibit A, and if still unresolved, by reference to Exhibit B, and if still unresolved, by reference to Exhibit C and if still unresolved, by reference to Exhibit D. Omission of any term or obligation from this Contract or the attached Exhibits shall not be deemed an omission from this Contract if such term or obligation is provided for elsewhere. 1Witness our signatures, on the date first written. Decision Support Services Vendor PBM State and School Employees’ Employees Health Insurance Management Board By: __________________________________ By: ___________________________________ Name: _______________________________ Name: Xxxxx X. Xxxxxxx :_______________________________ Title: _________________________ ______ Title: Chairman of the Board _________________________ ______ Date: _________________________ ______ Date: _________________________________ For Decision Support Services rendered under this ContractThe PBM agrees to the following performance guarantees and agrees to the assessment of liquidated damages for failure to meet these guarantees. Pharmacy Network Access 95% of all participants within 5 miles of 1 participating pharmacy Measurement Period: Annually $25,000 Annually Network Pharmacy POS Compliance 99% of time internal on-line system available Measurement Period: Quarterly $20,000/Quarter Retail Paper Claims Processing Time 95% of prescriptions reimbursed or responded to within 15 business days of receipt Measurement Period: Quarterly $20,000/Quarter Retail Claims Financial and Processing Accuracy 99.5% of all claims paid with NO errors (i.e. correct drug, correct form, correct strength, correct patient, correct AWP, correct copayment, or correct deductible). Retail claims adjudication accuracy is the total number of retail claims paid correctly divided by the total number of retail claims paid. Measurement Period: Quarterly $20,000/Quarter Mail Order Claims Processing Time 95% of prescriptions requiring NO intervention to be shipped within 2 business days (as measured from date order received at the PBM to date order shipped) Measurement Period: Quarterly 95% of prescriptions requiring administrative or clinical intervention to be shipped within 5 business days (as measured from date order received at the PBM to date order shipped ) Measurement Period: Quarterly $20,000/Quarter $20,000/Quarter Mail Order Claims Financial and Processing Accuracy 99.5% of all claims paid with NO errors (i.e. correct drug, correct form, correct strength, correct patient, correct AWP, correct copayment, or correct deductible). Mail order claims adjudication accuracy is the total number of mail order claims paid correctly divided by the total number of mail order claims paid. Measurement Period: Quarterly $25,000/Quarter Rebate Remittance Time 100% of all rebate dollars received by the PBM remitted to the Board within 60 days of the rebates being received by PBM. Measurement Period: Quarterly $20,000 Customer Service 90% of calls answered by a live customer service representative within 30 seconds during open hours <5% of calls abandoned 100% of written inquiries responded to within 10 business days Measurement Period: Quarterly $5,000/Quarter $5,000/Quarter $5,000/Quarter Account Service Subjective satisfaction of Board with the contractual and administrative relationship based on mutually agreed satisfaction survey. Measurement Period: Annually $40,000/Annual ID Card Distribution 95% of ID cards mailed within 15 days of receipt of eligibility data (for monthly changes) or request for replacement card Measurement Period: Quarterly Average time to mail ID cards for ongoing eligibility (from the clean eligibility information provided) is ≤ 5 business days Measurement Period: Quarterly $10,000/Quarter $5,000/Quarter Reporting Requirements Quarterly reports provided to Board ≤ 30 calendar days after the end of the quarter Measurement Period: Quarterly $10,000/Quarter Written and Telephone Inquiry Response Rate 98% response within 5 business days + 100% within 7 business days Measurement Period: Quarterly $10,000 per each 1% below standard with $135,000 Annual Max Data Transfers 99% of error transactions from the data transfer sent to the TPA will be corrected and returned to the TPA via data transfer within two (2) business days of receipt of the error report. 100% will be corrected and returned with 15 business days. Measurement Period: Quarterly $10,000/Quarter $10,000/Quarter Annual Independent Audit ** Finalize the audit schedule with the Independent Auditor/DFA during the month of December each year and meet the agreed to deadlines. $1,000 per each day of delay Annual Independent Audit Reconciliation** Within 60 days of final report being issued by the Independent Auditor, the following PBM will complete the final reconciliation and remit any and all reimbursement to the Plan. $50,000 + $1,000 per participant per month (PPPM) fees apply to all core services and are all-inclusive and include any expenses such as printing, binding, photocopy, and any travel: Year 1 2020 (1/1/20 – 12/31/20) Year 2 2021 (1/1/21 – 12/31/21) Year 3 2022 (1/1/22 – 12/31/22) Year 4 2023 (1/1/23 – 12/31/23) Year 5* 2024 (1/1/24 – 12/31/24) Decision Support Services (PPPM) Bundled Fee Consulting/Analytical Support Services (per hour) Other _____________________ Other _____________________ * Optional Renewal Year Product/Service Year 1 2020 (1/1/20 – 12/31/20) Year 2 2021 (1/1/21 – 12/31/21) Year 3 2022 (1/1/22 – 12/31/22) Year 4 2023 (1/1/23 – 12/31/23) Year 5* 2024 (1/1/24 – 12/31/24) The PPPM rates listed above are firm for the duration of the Contract and are not subject to escalation for any reason unless the Contract is duly amended. No additional compensation shall be provided by the Board for any expense, cost, or fee not specifically authorized by this Contract. day after deadline *The Board will not pay any fees incurred prior use the PBM’s internal reports to measure the PBM’s performance relative to the January 1standards included in this Exhibit. The PBM’s internal reports and/or data (including detail claims data) supporting the PBM’s internal reports may be reviewed/audited by the Board, 2020 Contract effective dateor at the Board’s discretion, by an independent reviewer. All fees or charges The report and determination of the independent reviewer shall be final, binding and conclusive as to an administrative review on PBM and the Board; provided, however, that before a final report and determination is issued, the Board and PBM shall each have a reasonable opportunity to review the non-proprietary supporting documentation and proposed report of the independent reviewer and to provide any comments to the independent reviewer. **The Board will reply on the collaboration with the successful use proposer and contracted vendor in accordance with section BB. Full Disclosure and Independent Review to determine if the performance standards related to any service to be provided must be identifiedthe annual independent audit are satisfied.

Incorporation of Documents. This Contract consists of and precedence is hereby established by the order of the following documents incorporated herein: This Contract signed by the parties including Exhibit A, “Fee Schedule and Exhibit B, Performance Guaranteesfor Actuarial Consulting Services”; and The VendorConsulting Actuary’s response to the State of Mississippi Request for Proposal for Decision Support Actuarial Consulting Services dated _____ and ______, attached hereto as Exhibit C B and incorporated fully herein by reference; The State of Mississippi Request for Proposal for Decision Support Actuarial Consulting Services dated July 30March 13, 2019, attached hereto as Exhibit D C and incorporated fully herein by reference; and This Contract, including the Exhibits referenced herein, constitutes the entire Contract of the parties with respect to the subject matter contained herein and supersedes and replaces any and all prior negotiations, understandings and Contracts, written or oral, between the parties relating thereto. Any ambiguities, conflicts, or questions of interpretation of this Contract shall be resolved by first reference to this Contract including Exhibit A, and if still unresolved, by reference to Exhibit B, and if still unresolved, by reference to Exhibit C and if still unresolved, by reference to Exhibit D. C. Omission of any term or obligation from this Contract or the attached Exhibits shall not be deemed an omission from this Contract if such term or obligation is provided for elsewhere. 1Witness our signatures, on the date first written. Decision Support Services Vendor State Consulting Actuary Mississippi Department of Finance and School Employees’ Health Insurance Management Board Administration By: __________________________________ By: ___________________________________ Name: _______________________________ Name: Xxxxx X. Xxxxxxx _________________________________ Title: _________________________ ______ Title: Chairman of the Board __________________________________ Date: _________________________ ______ Date: _________________________________ For Decision Support Services rendered under this Contract, the following per participant per month (PPPM) fees apply to all core services and are all-inclusive and include any expenses such as printing, binding, photocopy, and any travel: Personnel Year 1 2020 (1/1/20 5/10/19 – 12/31/206/30/20) Year 2 2021 (1/1/21 7/1/20 – 12/31/216/30/21) Year 3 2022 (1/1/22 7/1/21 – 12/31/22) 6/30/22 Year 4 2023 (1/1/23 7/1/22 – 12/31/236/30/23) Year 5* 2024 (1/1/24 7/1/23 – 12/31/246/30/24) Decision Support Services (PPPM) Bundled Fee ConsultingSenior Consulting Actuary Associate Actuary Administrative/Analytical Support Services (per hour) Other _____________________ Other ____Clerical Other_________________ * Optional Renewal Year Product/Service Year 1 2020 (1/1/20 – 12/31/20) Year 2 2021 (1/1/21 – 12/31/21) Year 3 2022 (1/1/22 – 12/31/22) Year 4 2023 (1/1/23 – 12/31/23) Year 5* 2024 (1/1/24 – 12/31/24) The PPPM hourly rates listed above are firm for the duration of the Contract and are not subject to escalation for any reason unless the Contract is duly amended. No additional compensation shall be provided by the Board for any expense, cost, or fee not specifically authorized by this Contract. The Board will not pay any fees incurred prior to the January 1May 10, 2020 2019 Contract effective date. All fees or charges related to any service to be provided must be identified.