2017-528-E HR - Envision Pharmaceutical Services, LLC for pharmacy benefits

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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A subject matter. Any modification or amendment to this Agreement, or additional obligation assumed by Envision or Plan Sponsor in connection with this Agreement, shall be binding only if evidenced in a writing signed by both parties hereto. No term or provision of this Agreement shall establish a precedent for any term or provision in any other agreement. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10.13 Acceptance of Offer: Notwithstanding anything herein to the contrary, this Agreement shall not be binding upon the parties hereto unless and until this Agreement is signed and executed by a duly authorized officer of each of the parties. The signing of this Agreement by Plan Sponsor constitutes an offer only until the same has been accepted by Envision. 10.14 Governing Law and Choice of Law: This Agreement shall be construed, interpreted, and governed according to the laws of the State of North Carolina, without regard to its conflict of laws rules, except to the extent such laws are preempted by applicable Federal law. Envision shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Any violation of this requirement is a breach of this Agreement and Plan Sponsor may immediately terminate this Agreement without further obligation on part of the Plan Sponsor. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement, Envision affirms that Envision is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Envision certifies that Envision has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to N.C.G.S. 147-86.58. 10.15 Force Majeure: Neither Envision nor Plan Sponsor, to the extent permitted by North Carolina law,will be deemed to have breached this Agreement or be held liable for any failure or delay in the performance of all or any portion of its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, boycotts, lock-outs, acts of terrorism, acts of war, war-operations, restraints of government, power or communications line failure or other circumstances beyond such party's control, or by reason of the judgment, ruling or order of any court or agency of competent jurisdiction, or change of law or regulation (or change in the interpretation thereof) subsequent to the execution of this Agreement. The party claiming force majeure must provide the other party with reasonable written notice. However, as soon as the cause preventing performance ceases, the party affected thereby shall fulfill its obligations as set forth under this Agreement. This Section 10.15 shall not be considered to be a waiver of any continuing obligations under this Agreement, including, without limitation, the obligation to make payments. Either party has the right to terminate this Agreement if a force majeure event suspends performance under the Agreement for a period of ninety (90) days or more subject to the conditions under set forth in 6.2.5. Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 19 of 41