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HomeMy WebLinkAbout15-1027 [2] #4(Rev 7-07) Certificate of Appointment In compliance with provisions of Section 24-2 of the Charter and Chapter 35-1 of the Ordinances of the City of Buffalo,I transmit this certification of appointments)or promotion(s).I further certify that the person(s)named in Schedule"A"have been certified or approved by the Human Resources/Civil Service for the Appointment Effective: 10/19/15 in the Department of Mayor's Office of Strategic Planning Division of Planning Zoning & Land Use to the Position of Administrative Secretary Permanent, Provisional, Temporary, Seasonal, Exempt, Unclassified (Insert one) PERMANENT 1 Open-Competitive, Promotional, Non-Competitive, Exempt (Insert one) PROMOTIONAL Minimum, Intermediate, Maximum, Flat, Hourly (Insert one) INTERMEDIATE (Enter Starting Salary): Starting Salary of $ 42,101(Step 2) LAST JOB TITLE Senior Typist NAME Angela Webber LAST DEPARTMENT Planning Zoning & DATE 10/9/15 ADDRESS 624 Eggert Road Land Use LAST SALARY $39,670 CITY&ZIP Buffalo, 14215 LAST 4 DIGITS OF SSN. XXX-XX-9529 LAST JOB TITLE NAME LAST DEPARTMENT DATE ADDRESS LAST SALARY CITY&ZIP LAST 4 DIGITS OF SSN. XXX-XX- REFERRED TO THE COMMITTEE ON CIVIL SERVICE BUDGET ORG. CODE 10314001 TITLE CODE NO 0319 BUDGET ACCT. OBJ. 411001 PROJ. ID PERSONNEL REQ. NO 2015-045 SALARY RANGE OF POSITION $40,675-$46,434 PER YEAR DAY HOUR YEAR REASON FOR APPT. ABOVE THE MINIMUM: The minimum amount is less then the orginal amount of$41,312 that was budgeted.. s NAME OF APPOINTING AUTHORITY: Brendan Mehaffy TITLE OF APPOINTING. AUTHORITY: Executive Director DATE: 10/17/15 SIGNATURE OF APPOINTING AUTHORITY: 1 ORIGINAL+2 COPIES TO: CITY CLERK (ON/BEFORE APPOINTMENT DATE) OTHER COPIES TO:#3-COMPTROLLER #4-HUMAN SERVICES/CIVIL SERVICE #5-BUDGET #6-DEPARTMENT #7-DIVISION #8-EMPLOYEE(S) I .r�19 1 a FROM THE COMPTROLLER a i i i j a I I i 1 i 1 Oct 27,2015 I Certificate of Necessity Transfer of Funds i We, Byron W. Brown, Mayor and Mark J. F. Schroeder, Comptroller, do hereby certify, pursuant to Section §20-12 of the Charter, that it is,necessary that the sum of $ 4,000 be transferred and reappropriated as set forth below: From: 10102001-412002 Legislative - Hourly $ 4,000 To: 10109004 - 458001 Councilmember Wyatt- Transportation $ 2,000 10109004 - 458002 Councilmember Wyatt- Meals &Lodging $ 1,500 10109004-458003 Councilmember Wyatt—Registration&Membership $ 500 - RECEIVED AND FILED BYRON W. BR'O WN MAYOR E a-"AA - i MARK J.F. SCHROEDER COMPTROLLER VJ i 1 1 i a I i i FROM THE COMMISSIONER OF MANAGEMENT INFORMATION SYSTEMS i 1 i a 7 j 1 1 9 j Oct 27,2015 #4(Rev 7-07) Certificate of Appointment In compliance with provisions of Section 24-2 of the Charter and Chapter 35-1 of the Ordinances of the City of Buffalo,I transmit this certification of appointment(s)or r promotion(s).I further certify that the person(s)named in Schedule"A"have been certified or approved by the Human Resources/Civil Service for the Appointment Effective: 10/12/2015 in the Department of Division of MIS to the Position of Computer Programmer Permanent, Provisional, Temporary, Seasonal, Exempt, Unclassified (Insert one) Open-Competitive, Promotional, Non-Competitive, Exempt (Insert one) PROMOTIONAL Minimum; Intermediate, Maximum, Flat, Hourly (Insert one) INTERMEDIATE (Enter Starting Salary) :Starting Salary of $ 52,566 I LAST JOB TITLE 0985 NAME CorrinxLucas LAST DEPARTMENT MIS DATE ADDRESS 69 Briqqs Avenue LAST SALARY $50468 CITY&ZIP Buffalo, NY 14207 LAST 4 DIGITS OF SSN. XXX-XX- 9455 LAST JOB TITLE NAME LAST DEPARTMENT DATE ADDRESS LAST SALARY CITY&ZIP LAST 4 DIGITS OF SSN. XXX-XX- REFERRED TO THE COMMITTEE ON CIVIL SERVICE BUDGET ORG. CODE 10871001 TITLE CODE NO 0950 BUDGET ACCT. OBJ. 411001 PROJ. ID PERSONNEL REQ. NO 2015-083 SALARY RANGE OF POSITION 50570-58628 PER YEAR DAY HOUR YEAR REASON FOR APPT.ABOVE THE MINIMUM: NAME OF APPOINTING AUTHORITY: Kenneth M. Barnes TITLE OF APPOINTING AUTHORITY: Chief Information Officer DATE: SIGNATURE OF APPOINTING AUTHORITY: i ORIGINAL+2 COPIES TO: CITY CLERK (ON/BEFORE APPOINTMENT DATE) OTHER COPIES TO:#3-COMPTROLLER #4-HUMAN SERVICES/CIVIL SERVICE #5-BUDGET #6-DEPARTMENT #7-DIVISION #8-EMPLOYEE(S) . i i i #4(Rev 7-07) (11 -- `ss i Certificate of Appointment In compliance with provisions of Section 24-2 of the Charter and Chapter 35-1 of the Ordinances of the City of Buffalo,I transmit this certification of appointment(s)or promotion(s).I further certify that the person(s)named in Schedule"A"have been certified or approved by the Human Resources/Civil Service for the Appointment Effective: 10/13/2015 a in the Department of MIS Division of to the Position of Sr. Data Processing Equipment Operator Permanent, Provisional, Temporary, Seasonal, Exempt, Unclassified (Insert one) PERMANENT Open-Competitive, Promotional, Non-Competitive, Exempt (Insert one) OPEN-COMPETITIVE Minimum, Intermediate, Maximum, Flat, Hourly (Insert one) MAXIMUM (Enter Starting Salary): Starting Salary of $ 46,434 LAST JOB TITLE 3699 NAME Sandra Frieday Lewis LAST DEPARTMENT Council Staff DATE ADDRESS 64 Fuller Street LAST SALARY 51,378 CITY&ZIP Buffalo, NY 14207 LAST 4 DIGITS OF SSN. XXX-XX-7639 LAST JOB TITLE NAME LAST DEPARTMENT DATE ADDRESS LAST SALARY CITY&ZIP LAST 4 DIGITS OF SSN. XXX-XX- REFERRED TO THE COMMITTEE ON CIVIL SERVICE I BUDGET ORG. CODE 10871001 TITLE CODE NO 0910 BUDGET ACCT. OBJ. 411001 PROJ. ID PERSONNEL REQ. NO 2015-046 SALARY RANGE OF POSITION 4067546434 PER YEAR DAY HOUR YEAR REASON FOR APPT.ABOVE THE MINIMUM: 3 NAME OF APPOINTING AUTHORITY: Kenneth M. Barnes j TITLE OF APPOINTING.AUTHORITY: Chief Information Officer DATE: C/ 2'c>�S SIGNATURE OF APPOINTING AUTHORITY: ::t&- ORIGINAL lORIGINAL+2 COPIES TO: CITY CLERK (ON/BEFORE APPOINTMENT DATE) OTHER COPIES TO:#3-COMPTROLLER #4-HUMAN SERVICES/CIVIL SERVICE #5-BUDGET #6-DEPARTMENT #7-DIVISION #8-EMPLOYEE(S) i J A 1 J 1 I 1 I 1 FROM THE COMMISSIONER OF PUBLIC WORKS, PARKS AND STREETS i t i Oct 27,2015 i J City Clerk's Department BUFFALO October 30,2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. 1 No. 2147 PASSED October 27, 2015 Change in Contract City Hall Exterior Lighting(Ell) Gerald A Chwalinski City Clerk Im V A p K r OVED3 I NOV 6 2015 { MkYORr i #1 (Rev. 1/93) (� 1 SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL DATE: 10/3/15 TO: THE COMMON COUNCIL FROM: DEPARTMENT: Public Works, Parks & Streets DIVISION: Buildings SUBJECT: [: Change in Contract [: Contract#93001337 [: CIR Electrical [: City Hall Exterior Lighting [: Ellicott District PRIOR COUNCIL REFERENCE (If Any) [: #629 of 3/18/14 TEXT: 1 I hereby submit to Your Honorable Body the following change to the above referenced contract. This change order is for Alternate#2. Base Bid Alt#2 CIR Electrical Constr. Co. $489,900.00 $125,000.00 400 Ingham Ave., Buffalo NY Frey Electric Construction Co. $692,000.00 $ 88,000.00 100 Pearce Ave., Tonawanda, NY South Buffalo Electric $727,777.00 $166,647.00 1250 Broadway St., Buffalo, NY The foregoing change results in a net increase in the contract of One Hundred Twenty Five Thousand Dollars and 00/100 ($125,000). Summary: Previous Amount Approved $489,900.00 Amount of this Change Order +$125,000.00 Total Approved Amount to Date $614,900.00 Costs have been reviewed by the Department of Public Works, Parks & Streets and were found to be fair and equitable. Funds for this work will be made available from a NYPA Formula Grant and an Account will be created to facilitate the transfer of grant funds. SJS/RS/j1j i RECOMMENDED Rishawn T. Sonubi, Deputy Commissioner of Buildings ' TYPE DEPARTMENT HEAD NAME: Steven J. Stephiak TYPE TITLE: Commissioner of Public Works, P ,&s and, treets SIGNATURE OF DEPARTMENT HEAD: i Change in Contract—City Hall Exterior Lighting (Ell)(DPW) 1 Mr. Rivera moved: That the above item be, and the above communication from the Commissioner of the Department of Public Works Parks and Streets, dated October 3, 2015, be received and filed; and That the Common Council hereby authorizes the Commissioner of the Department of Public Works, Parks and Streets to execute a Change Order in the amount of $125,000.00 (Original Contract Amount $489,900.00 + Change Order $125,000.00 for a Revised Contract Amount of $614,900.00) for City Hall Exterior Lighting, to CIR Electrical Construction Co., Contract #93001337. The funds will be made available from a NYPA Formula Grant and an account will be created to facilitate the transfer of grant funds. PASSED ,I a t C:\Users\clehner\AppData\Local\MicrosoR\Windows\Temporary Internet Files\Content.Outlook\JSMLCIH5\Change in Contract-CH exterior lighting.docx 3 r i 7 1 * AYE * NO * * * FEROLETO * * * FONTANA FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA SCANLON * WINGO * WYATT -----------7-1 [ MAJ - 5 ] [2/3 - 6 ] [3/4 - 7 ] i E +i 7 1 7 City Clerks Department BUFFALO October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2148 PASSED October 27, 2015 Permission for Enchroachment on Public ROW-52 St Johns Gerald A Chwalinski City Clerk A Ewa aft oft N S P E 0.6 110 " OED i NOV 6 2015 i a i MAYOR I #1 (Rev. 1/93) COMMUNICATION TO THE COMMON COUNCIL r TO: THE COMMON COUNCIL DATE: October 20,2015 FROM: DEPARTMENT: Public Works,Parks&Streets DIVISION: Engineering SUBJECT: [: Permission for Encroachment on Public Right-of-Way [: 52 St.Johns Place [: Plaster Statues [: Ellicott District PRIOR COUNCIL REFERENCE: (None) Ms. Haley Hartmans,owner of the property located at 52 St. Johns Place,has requested permission to install 2 statues within City Right of Way abutting said address. The statues are made of plaster,measure approximately 4' in height and would be placed at either side of a newly installed driveway on the Orton Place side of the property. The Department of Public Works,Parks and Streets has reviewed this request with regards to the encroachment issue pursuant to Chapter 413 Section 67(Encroachment Regulations)of the City Charter and recommends that Your Honorable Body refer this item to the Planning Board for the necessary site plan review and approval. If approved by the Planning Board and Your Honorable Body the Commissioner will issue a"Mere License",subject to approval as-to-form by Corportation Counsel,for said encroachment provided the following conditions are met: 1. That the applicant obtain any and all City of Buffalo permits necessary. 2. That the statues be installed a minimum of 18"setback from the public sidewalk and that they be installed on slab foundations that are no thicker than 6". 3. That the applicant be responsible for maintenance of the statues as long as they remain within City right of way. 4. That,in the event that the Commissioner of Public Works,Parks and Streets determines the encroachment must cease as a result of factors effecting the health,safety and welfare of the public,or the needs of the City,said commissioner may order the immediate removal of the encroachment as described in Chapter 413-67(F)of the City Charter. 5. That the applicant enter into a hold harmless agreement and provide a certificate of insurance deemed sufficient by the Corporation Counsel which will indemnify the City of Buffalo against any and all loss or damage arising out of the construction,maintenance,use and removal of said statues. SJS:MJF:MGM:III Recommended: Michael J.Finn,P.E.,City Engineer TYPE DEPARTMENT HEAD NAME: Steven J. Stepniak TYPE TITLE: Commissio of Public%Works,Parks&Streets SIGNATURE OF DEPARTMENT HEAD: Cc: Michael Murphy, Senior Engineer i a . i a Encroachment into City Right-of Way—52 St. Johns Place (Ell)(DPW) Mr. Rivera moved: That the above item be, and the above communication from the Commissioner of the Department of Public Works, Parks and Streets, dated October 20, 2015, be received and filed; and That the Common Council hereby authorizes the Commissioner of the Department of Public Works, Parks and Streets to issue a"Mere License"to Ms. Haley Hartmans, owner of the property at 52 St. Johns Place,to install two (2) statues within the City right-of-way abutting said address. The statues are made of plaster, measure approximately 4' in height and would be replaced at either side of the newly installed driveway on the Orton Place side of the property. The encroachment is approved provided the following conditions are met: • That the applicant obtains any and all City of Buffalo permits necessary. • That the statues be installed a minimum of 18" setback from the public sidewalk and that they be installed on slab foundations that are no thicker than 6". • That the applicant be responsible for maintenance of the statues as long as they remain within the City right of way. • That, in the event that the Commissioner of Public Works,Parks and Streets determines the encroachment must cease as a result of the factors effecting the health, safety and welfare of the public, or the needs of the City, said Commissioner may order the immediate removal of the encroachment as described in Chapter 412-67(F) of the City Charter. • That the applicant enter into a hold harmless agreement and provide a certificate of insurance deemed sufficient by the Corporation Counsel which will indemnify the City of Buffalo against any and all loss or damage arising out of the construction, maintenance, use and removal of said statues. PASSED t i i C:\Users\lmcinskiWppData\Local\MicrosoR\Windows\Temporary Intemet Files\ContenlOutlook\OX32QV W6\Encroach ROW-52 St Iohns Place.d— a i i 1 i 1 i * AYE * NO * * * FEROLETO FONTANA FRANCZYK * * * GOLOMBEK i PRIDGEN RIVERA SCANLON WINGO * WYATT * a [— -----------] [MAJ — 5 ] * � * [2/3 — 6 ] [ 3/4 — 7 ] I 3 y I i a i i City Clerk's Department BUFFALO i October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: 1 Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2149 PASSED October 27, 2015 Permission to Enter Agmt W/The BMHA Use of 1827 Fillmore for Winter Snow Storage Gerald A Chwalinski City Clerk A P R 0 uvg Em D NOV 6 2015 MAYOR I ,� #1 (Rev. 1/93) SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL ' c TO: Common Council DATE: October 22,2015 FROM: DEPARTMENT: Public Works,Parks&Streets DIVISION: Engineering SUBJECT: [: Permission Enter into Agreement [: with the Buffalo Municipal Housing Authority [: Use of 1827 Fillmore Avenue [: for winter snow storage [: Masten District i PRIOR COUNCIL REFERENCE: (IF ANY) [: None Permission is hereby requested from Your Honorable Body to authorize the Department of Public Works,Parks,and Streets(DPW)to enter into all necessary agreements with the Buffalo Municipal Housing Authority(BMHA)for use { of 1827 Fillmore Avenue for winter snow storage. The City would be responsible for all costs necessary to prepare the site for use and to replace or repair any permanent facilities that may become damaged during use. All agreements will be subject to approval as-to-form by Corporation Counsel. SJS:MJF Recommended: Title: Michael J.Finn,P.E.,City Engineer of Public Works,Parks &Streets TYPE DEPARTMENT HEAD NAME: Steven J.Stepniak TYPE TITLE: Commission of is '�rks&Streets r - SIGNATURE OF DEPARTMENT HEAD: cc.Henry Jackson—Deputy Commissioner for DPW Operations j Permission to Enter Into Agreement with Buffalo Municipal Housing Authority for the Use of 1827 Fillmore Avenue for Winter Snow Storage (Masten)(DPW) i Mr. Rivera moved: a That the above item be, and the above communication from the Commissioner of the Department of Public Works, Parks and Streets, dated October 22, 2015, be received and filed; and That the Common Council hereby authorizes the Commissioner of the Department of Public Works, Parks and Streets to enter into all necessary agreements with the Buffalo Municipal Housing Authority ("BMHA") for use of 1827 Fillmore Avenue for winter snow storage. The City would be responsible for all costs necessary to prepare the site for use and to replace or repair any permanent facilities that may become damaged during use. All agreements will be subject to approval as to form by the Corporation Counsel. i PASSED i 3 C:\Users\clehner\AppDala\Local\Microsoft\Windows\Temporary Internet Files\ContenLOutlookU5MI.CIH5\Permission to Enter Into Agreement-WHA-1827 Fillmom.docx \\\ �q { i * AYE * NO * * * FEROLETO * * * FONTANA FRANCZYK * * * GOLOMBEK * * * PRIDGEN * * * RIVERA SCANLON WINGO * WYATT a [-------------] [MAJ — 5 ] [2/3 — 6 ] [ 3/4 — 7 ] 3 i 1 3 I City Clerk's Department BUFFALO October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO i DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2150 PASSED October 27, 2015 Perm to Enter Supplemental Agmt W/NYSDOT Bailey Ave Bridges Gerald A Chwalinski City Clerk moo Apt vv NOV 6 2015 MAYOR V1 (Rev. 1/93) o SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL TO: THE COMMON COUNCIL DATE: October 21, 2015 FROM: DEPARTMENT: Public Works, Parks and Streets DIVISION: Engineering SUBJECT: [Permission to Enter Into [Supplemental Agreement No. 5 w/NYSDOT for [Bailey Avenue Bridges—PIN 5756.34 [Over Cazenovia Creek&Buffalo River [Lovejoy District PRIOR COUNCIL REFERENCE: Item 496 of CCP 3/17/2014 Permission is requested from Your Honorable Body to authorizing the Mayor to enter into supplemental agreements No. 5 to federal aid project#DO 17846 with the New York State Department of Transportation (NYSDOT). The total amount of the agreement is $ 23,586,000 that will be for both the federal and Non— federal share cost of the Preliminary Engineering (Scoping &Design I-VI), Right-of-Way (Incidental & Acquisition), Construction and Construction Inspection phases of the project related to Replacement of the Bailey Avenue Bridges Over Cazenovia Creek& Buffalo River. In addition, permission is requested for authorizing the Commissioner of Public Works, Parks and Streets to implement and provide funding in the first instance 100% of the Federal—aid and State Marchiselli program—aid eligible costs of the subject project phases of which the federal and state shares are reimbursable. City share of total project costs is anticipated to be $3,658,800.00 - Funds for the project will be available in our Capital project Account for the Local Match of the Federal Aid projects. MJF: sag Recommended: ��✓ Title: Micheal J. Finn, P.E., City Engineer DEPARTMENT HEAD NAME: Steven J. Stepniak TITLE: Commissioner of Public Works, Parks & Streets s J. SIGNATURE OF DEPARTMENT HEAD: / Permission to Enter Into Supplemental Agreement—Bailey Avenue Bridges (Lov)(DPW) Mr. Rivera moved: That the above item be, and the above communication from the Commissioner of the . Department of Public Works, Parks and Streets, dated October 21, 2015, be received and filed; and That the Common Council hereby authorizes the Mayor to enter into Supplemental Agreement No. 5 to Federal Aid Project #D017846 with the New York State Department of Transportation (NYSDOT) for both the federal and non-federal share cost of the Preliminary Engineering (Scoping & Design A-VI), Right-of-Way (Incidental and Acquisition), Construction and Construction Inspection phases of the project related to the replacement of the Bailey i Avenue Bridges over Cazenovia Creek and the Buffalo River. { That the Common Council hereby authorizes the Commissioner of the Department of Public Works, Parks and Streets to implement and provide funding in the first instance 100% of the Federal aid and State Marchiselli program aid eligible costs of the subject project phases of which the federal and state shares are reimbursable. Funds for this project will be available in Capital Project Account of the Local Match for the Federal Aid Projects. i PASSED i C:\Users\clehner\AppData\LocM\Microsoft\Windows\Temporary Internet Files\ContenLOutlook\J5NILCIH5\Permission to Enter Into Agreement-Bailey Ave bridges,docx �� a' a J 1 g' A * AYE * NO * * * FEROLETO FONTANA FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA SCANLON * * * WINGO WYATT [— -----------] [ MAJ — 5 ] * * lJ [ 2/3 — 6 ] [ 3/4 — 7 ] i i f f 1 I i City Clerk's Department BUFFALO October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2151 PASSED October 27, 2015 Perm to Increase Contract-2014-15 Citywide Tree Removal Gerald A Chwalinski City Clerk tr .0 A P R 0 V E D"k NOV 6 2015 MAYORI- 1 I c! �y XI (Rev. 1/93) SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL q� TO: THE COMMON COUNCIL DATE: October 21, 2015 FROM: DEPARTMENT: Public Works, Parks and Streets DIVISION: Parks &Recreation SUBJECT: [: Permission to Increase Contract [: 2014-15 Citywide Tree Removals [: Tree Care of New York, LLC [: Contract# 93001430 PRIOR COUNCIL REFERENCE: (IF ANY) [: Item#1566 of July 22, 2014 I hereby submit to your Honorable Body the following change for this contract. Tree Care of New York, LLC is the contractor for 2014-15 Citywide Tree Removals. This increase is necessary for the additional services for unforeseen emergency tree removal work. Current Contract Amount: $356,400.00 This Cost Increase: $ 6,610.00 Total: $363,010.00 I certify that this increase is based on unit prices from current contract and is fair and equitable for the work involved and respectfully request that your Honorable Body approve the subject change order and authorize the Commissioner of Public Works, Parks and Streets to issue said increase for $6,610.00. The funds are available in account 38304006. Recommended By: AndR. Rabb,Dep. Commissioner for Parks and Recreation TYPE DEPARTMENT HEAD NAME: Steven J. Stepniak TYPE TITLE: Commissioner SIGNATURE OF DEPARTMENT HEAD: Cc: Andrew Rabb Michael Finn, P.E. I Division of Audit and Control I i i 1 Permission to Increase Contract—Citywide Tree Removals (DPW) Mr. Rivera moved: That the above item be, and the above communication from the Commissioner of the Department of Public Works Parks and Streets, dated October 21, 2015, be received and filed; and That the Common Council hereby authorizes the Commissioner of the Department of Public Works, Parks and Streets to execute a Change Order in the amount of$6,610.00 (Original Contract Amount $356,400.00 + Change Order $6,610.00 for a Revised Contract Amount of $363,010.00) for 2014-2015 Citywide Tree Removals, to Tree Care of New York, LLC, Contract #93001430. The funds are available in Account#38304006. PASSED i 3 3 4 q4 C:\Users\clehner\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.OutlookU5MLCIH5\Change in Contract-citywide tree removal.docx I * AYE * NO * * * FEROLETO 1 - * * * FONTANA FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA SCANLON * WINGO WYATT ' [-------------] � [MAJ - 5 ] [2/3 - 6 ] [ 3/4 - 7 ] i 3 City Clerk's Department BUFFALO October 30,2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2152 PASSED October 27, 2015 Perm to Increase Construction Contract-Pipes on Various Bridges in COB Gerald A Chwalinski City Clerk t., AP P ROV Em D i NOV 6 2015 MAYOR I i #1 (Rev. 1/93) SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL TO: THE COMMON COUNCIL DATE: October 20th, 2015 FROM: DEPARTMENT: Public Works, Parks and Streets DIVISION: Water SUBJECT: [Permission to Increase Construction Contract [Concrete Applied Technologies Corp. [Contract# 93001377 [Pipes on Various Bridges in the City of Buffalo PRIOR COUNCIL REFERENCE: (IF ANY) Ex. (Item No.,C.C.P.) Concrete Applied Technologies Cor. I hereby submit to your Honorable Body the following change for this contract. Concrete Applied Technologies is the construction contractor for the Water Distribution Improvements-Pipes on Various Bridges in the City of Buffalo Contract. This increase is necessary for construction services related to a design change ordered by NYSDOT requiring modification.of diaphragms for pipe supports on the Best Street Bridge over the Rt. 33. New fabricated angles require modification and field drilling with 2 days of traffic control and lane closure necessary to complete the pipe support installation on the bridge. Current Contract Amount: $ 782,043.05 This Cost increase: $ 23,629.55 Total: $ 807,672.60 I certify that this increase is fair and equitable for the work involved and respectfully request that your Honorable Body approve the subject change order and authorize the Commissioner of Public Works, Parks and ]� Streets to issue said increase for$ 23,629.55 i The funds are available in a Division of Water account(s) 53230786 445100, an account(s)to be named at a later date. Recommended: Title: Michael J. Finn, P.E., Acting City Engineer of Public Works, Parks & Streets TYPE DEPARTMENT HEAD NAME: Steven J. Stepniak TYPE TITLE: Commissioner of Public Works, Parks &-Sheets SIGNATURE OF DEPARTMENT HEAD: Permission to Increase Contract—Pipes on Various Bridges in the City of Buffalo (DPW) Mr. Rivera moved: That the above item be, and the above communication from the Commissioner of the Department of Public Works Parks and Streets, dated October 20, 2015, be received and filed; and That the Common Council hereby authorizes the Commissioner of the Department of Public Works, Parks and Streets to execute a Change Order in the amount of $23,629.55 (Original Contract Amount $782,043.05 + Change Order $23,629.55 for a Revised Contract Amount of$807,672.60) for Water Distribution Improvements-Pipes on Various Bridges in the City of Buffalo, to Concrete Applied Technologies Corp. ("CATCO"), Contract #93001377. The funds are available in a Division of Water Account(s) 53230786 445100, and an account(s) to be named at a later date. PASSED i 3 i 3i 1 j i i C:\Users\clehnerW,ppDataU.oca1\Microsoft\Windows\Temporary Internet Files\Content.OotlookUSMI.CII-IS\Change in Contract-CATCO.docx i * AYE * NO * * * FEROLETO * * FONTANA FRANCZYK * * * GOLOMBEK * * * PRIDGEN RIVERA SCANLON WINGO WYATT [— -----------] [MAJ — 5 ] [2/3 — 6 ] [ 3/4 — 7 ] 1 a { i { I { City Clerk's Department BUFFALO October 30,2015 1 HON. BYRON W. BROWN 'i MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present 1 herewith the attached resolution item. a No. 2153 PASSED October 27, 2015 Perm to Increase Cosultant Contract-Ohio St&Inner Harbor Imp Project Gerald A Chwalinski City Clerk iEl UP Rr K.MUM V Mum :._ 1 I NOV 6 2015 MAYOR i 11 #1 (Rev. 1/93) 0 2 SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL TO: THE COMMON COUNCIL DATE: October 21,2015 FROM: DEPARTMENT: Public Works,Parks and Streets DIVISION: Engineering SUBJECT: [Permission to Increase Consultant Contract [Watts Architecture & Engineering Contract- 93001279 [Ohio Street and Inner Harbor infrastructure Improvements Project [Fillmore District PRIOR COUNCIL REFERENCE: Permission to hire Engineering Consultant (Item No.22,C.C.P 12/10/2013_) I hereby submit to your Honorable Body the following change order for this contract. Watts Architecture &Engineering has been hired for the construction Administration and construction inspection of the Ohio Street Improvements Project. This increase is necessary for additional services by consultant for the inspection of the water line replacement betterment as well as the extension of the construction contract for additional work that could be completed with excess grant funding. Original Contract Amount: $ 1,325,000.00 This Change Order: $ 126,130.00 Total: $ 1,451,130.00 The original contract is funded with 80% Federal and 20%ECHDC funds .This change order will be funded by Division of Water from account 53230786-445100, grant account 32190006-445100 and or an account to be named at a later date. MJF: sag/pjm Recommended: yloc" Title: Micheal J. Finn, P.E., City Engineer DEPARTMENT HEAD NAME: Steven J. Stepniak TITLE: Commissioner of Public Works, Parks-& Streets, SIGNATURE OF DEPARTMENT HEAD: i a y LSA Permission to Increase Contract—Ohio Street and Inner Harbor Infrastructure Improvements Project (Fill)(DPW) Mr. Rivera moved: That the above item be, and the above communication from the Commissioner of the Department of Public Works Parks and Streets, dated October 21, 2015, be received and filed; and That the Common Council hereby authorizes the Commissioner of the Department of Public Works, Parks and Streets to execute a Change Order in the amount of $126,130.00 (Original Contract Amount $1,325,000.00 + Change Order $126,130.00 for a Revised Contract Amount of $1,451,130.00) for construction administration and construction inspection of the 1 Ohio Street Improvements Project,to Watts Architecture & Engineering, Contract #93001279. The original contract is funded with 80% Federal and 20% ECHDC funds. This change order will be funded by Division of Water Account #53230786-445100, Grant Account #321900006- 445100, and/or an account to be named at a later date. PASSED i i i s i C:\Users\clehner\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.CiutlookUSMLCIHS\Change in Contract-Ohio St and Inner Harbor.docx i. I a * AYE * NO * * * FEROLETO * * * FONTANA FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA SCANLON WINGO WYATT [-------------] [MAJ - 5 ] 2/3 - 6 [ ] 9 [ 3/4 - 7 ] i E ' I 1 City Clerk's Department a BUFFALO October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: j Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2154 PASSED October 27, 2015 -- Perm to Reimburse the Advance Paid Taxes ROW Parcels-Bailey Ave Bridges Over Bflo River&Caz Creek Gerald A Chwalinski City Clerk A to r u I NOV 6 2015 MAYOR #1 (Rev. 1/93) 0 �1 SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL TO: THE COMMON COUNCIL DATE: Oct 21, 2015 FROM: DEPARTMENT: Public Works, Parks and Streets DIVISION: Engineering SUBJECT: [Permission to reimburse the advance paid taxes [Right of Way Parcel [Bailey Avenue Bridges over [Buffalo River and Cazenovia Creek Project [FHWA/NYSDOT PIN# 5756.34 [Lovejoy District PRIOR COUNCIL REFERENCE: Item No. 1234,CCP 6/23/15 Your Honorable Body previously approved the acquisition of property at 150 Bailey Avenue necessary to facilitate the subject project. Since your approval, City has acquired the property. The seller paid advanced taxes in amount of$ 1,173.67 for period after the closing date of 8/25/2015. I am therefore requesting that Your Honorable Body hereby authorize the Mayor,the Commissioner of Public Works, Parks and Streets and or such other appropriate City personnel to execute such documents and pay to the seller the advanced taxes to complete the acquisition by the City. Payment of advance taxes is an eligible expense reimbursable by the grant. Funds are available in the grant account. MJF: sag Recommended: Title: Micheal J. Finn, P.E., City Engineer DEPARTMENT HEAD NAME: Steven J. Stepniak TITLE: Commissioner of Public Works,Parks & Streets SIGNATURE OF DEPARTMENT HEAD: Permission to Reimburse the Advance Paid Taxes—Right-of-Way Parcel—Bailey Avenue Bridges (Lov)(DPW) Mr. Rivera moved: That the above item be, and the above communication from the Commissioner of the Department of Public Works, Parks and Streets, dated October 21, 2015, be received and filed; and That the Common Council hereby authorizes the Mayor,the Commissioner of the Department of Public Works, Parks and Streets and/or such other appropriate City personnel to execute such documents and to pay the seller the advanced taxes in the amount of$1,173.67 to complete the acquisition by the City of property at 150 Bailey Avenue necessary to facilitate the Bailey Avenue Bridges project. Payment of advance taxes is an eligible expense reimbursable by the grant. Funds are available in the Grant Account. PASSED 1 f I E 1 i C:\Users\clehner\AppDataUL al\NUcrosoft\Windows\Temporary Internet Files\ContentOutlook\15MLCIHS\Permission to Reimburse the Advance Paid Taxes.doex i 111 a ; a a 1 * AYE * NO * * * FEROLETO { FONTANA * * * FRANCZYK * * * l GOLOMBEK * * * PRIDGEN RIVERA SCANLON WINGO * * * WYATT ------------- [MAJ - 5 ] [2/3 - 6 ] [ 3/4 - 7 ] 1 i t 1 i e a City Clerk's Department BUFFALO { October 30,2015 j HON. BYRON W. BROWN MAYOR OF BUFFALO i DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 215 PASSED October 27, 2015 Request Perm to Accept Funds From Bflo&EC Public Library Niagara and Crane Branch Libraries Gerald A Chwalinski City Clerk ArrRu EU FP I - � NOV 6 2015 MAYOR I SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL l ® 2 1- �5 DATE: 10/20/15 TO: THE COMMON COUNCIL FROM: DEPARTMENT: Public Works, Parks & Streets DIVISION: Buildings SUBJECT: [: Request Permission to Accept Funds [: From Buffalo &Erie County Public Library [: Niagara and Crane Branch Libraries PRIOR COUNCIL REFERENCE (If Any) [: TEXT: Permission is hereby requested from Your Honorable Body to accept funds from the Buffalo & Erie County Public Library (B&ECPL). B&ECPL received a grant from the NYS Library Construction Grants to partially fund the construction of the Niagara Branch Library's rehab and elevator upgrades and the Crane Branch Library new roof that is currently under construction at both the Niagara Branch Library and the Crane Branch Library. An Account will be created to facilitate the transfer of grant funds in the following funding amount(s): Funder Name Amount Description Buffalo & Erie County $ 53,931 Used to partially fund the cost of the Public Library (B&ECPL) Niagara Branch rehab & elevator upgrades $176,833 Used to partially fund the cost of the Crane Branch Library new roof SJS/RS/j1j RECOMMENDED Rishawn T. Sonubi, Deputy Commissioner of Buildings TYPE DEPARTMENT HEAD NAME: Steven J. Stepniak TYPE TITLE: Commissioner of Public Works, Pa ksran Streets f SIGNATURE OF DEPARTMENT HEAD: i v � i I I j Permission to Accept Funds from the Buffalo and Erie County Public Library—Niagara and Crane Branch Libraries (DPW) i Mr. Rivera moved: ,i That the above item be, and the above communication from the Commissioner of the Department of Public Works, Parks and Streets, dated October 20, 2015, be received and filed; i and That the Common Council hereby authorizes the Commissioner of the Department of Public Works, Parks and Streets to accept funds from the Buffalo & Erie County Public Library. The Buffalo & Erie County Public Library received a grant from the NYS Library Construction Grants to partially fund the construction of the Niagara Branch Library's rehab and elevator upgrades and the Crane Branch Library new roof that is currently under construction at both the Niagara Branch Library and the Crane Branch Library. An account will be created to facilitate the transfer of grant funds in the following funding amounts: Funder Name Amount Description Buffalo &Erie County $53,931.00 Used to partially fund the cost of the j Public Library Niagara Branch rehab and elevator upgrades $176,833.00 Used to partially fund the cost of the Crane Branch Library new roof PASSED y 3 1 C:\Users\clehner\AppData\Lacal\Microsofl\Windows\Temporary Intemet Files\Content0utlookg5NECIH5\Pennission to Accept funds-libmries.docx 49 I a J . i a * AYE * NO * * * FEROLETO FONTANA FRANCZYK * * * GOLOMBEK * * * PRIDGEN = RIVERA SCANLON WINGO * * * WYATT r ------------ [ MAJ - 51 * '� [2/3 - 6 ] [ 3/4 - 7 ] I I #4(Rev 7-07) �r Certificate of Appointment a In compliance with provisions of Section 24-2 of the Charter and Chapter 35-1 of the Ordinances of the City of Buffalo,I transmit this certification of appointment(s)or promotion(s).I further certify that the person(s)named in Schedule"A have been certified or approved by the Human Resources/Civil Service for the Appointment Effective: ' in the Department of Public Works, Parks & Streets Division of Streets I to the Position of Deputy Commissioner of Public Works, Parks &Streets for Streets and Sanitation Permanent, Provisional, Temporary, Seasonal, Exempt, Unclassified (Insert one) EXEMPT Open-Competitive, Promotional, Non-Competitive, Exempt (Insert one) EXEMPT Minimum, Intermediate, Maximum, Flat, Hourly (Insert one) FLAT (Enter Starting Salary) : Starting Salary of $ 89,192 LAST JOB TITLE Director of Street Cleaning & SR NAME Henry Jackson LAST DEPARTMENT DPW DATE 7115 ADDRESS 527 Northland Ave. LAST SALARY $75,898 CITY&ZIP Buffalo 14211 LAST 4 DIGITS OF SSN. XXX-XX-2576 LAST JOB TITLE NAME LAST DEPARTMENT DATE ADDRESS LAST SALARY CITY&ZIP LAST 4 DIGITS OF SSN. XXX-XX- RECEIVED AND FILED BUDGET ORG. CODE 15203001 TITLE CODE NO 5790 BUDGET ACCT. OBJ. 411001 PROJ. ID PERSONNEL REQ. NO 2015-00- SALARY RANGE OF POSITION $89,192 PER YEAR DAY HOUR YEAR REASON FOR APPT. ABOVE THE MINIMUM: NAME OF APPOINTING AUTHORITY: fiye: Steven J. Stepniak TITLE OF APPOINTING. AUTHORITY: Commissioner DATE: _ I o k 5 b s- SIGNATURE OF APPOINTING AUTHORITY: 4, ORIGINAL+2 COPIE1 TO: 'CITY CLERK (ON/BEFORE APPOINTMENT DATE) OTHER COPIES TO:#3-COMPTROLLER #4-HUMAN SERVICES/CIVIL SERVICE #5-BUDGET G #6-DEPARTMENT #7-DIVISION #8-EMPLOYEE(S) -1 1 1 1 i FROM THE COMMISSIONER OF POLICE i 1 3 I Oct 27,2015 0 6 1 �' ") 1t SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL TO: THE COMMON COUNCIL: DATE: September 16, 2015 FROM: DEPARTMENT: POLICE DIVISION: SUBJECT: Drug Asset Forfeiture Wire Transfers PRIOR COUNCIL REFERENCE: (IF ANY) :Item No. 104, C.C.P. 2/2/88 Ex. (Item No.xxx; C.C.P. xx/xx/xx) TEXT: (TYPE SINGLE SPACE BELOW 14-DEA-604251 C2-10-0004 1,337.70 15-DEA-607123 C2-14-0120 2,005.08 15-DEA-607122 C2-14-0120 13,586.72 DEA TOTAL $16,929.50 The Drug Enforcement Administration(DEA),U.S. Customs and/or the FBI has administratively forfeited the above referenced property. The funds were received by this Department through wire transfers and duly deposited in the Trust &Agency Account, #20010000-389001. These funds will be placed into one or more of the following accounts as deemed necessary by the Commissioner of Police: Educational Training/Seminar, Confidential Funds,Materials and Supplies, Firearms and Weapons, Communications and Computers,Electrical Surveillance,Purchase of Services,Improvements,Vehicles, Operating Equipment If you have any questions regarding the above mentioned,please contact Inspector Joseph Strano at 851-4624. DJR/jws TYPE DEPARTMENT HEAD NAME: CHIEF DENNIS J.RICHARDS TYPE TITLE: CHIEF OF IGATIVE SERVICES SIGNATURE OF DEPARTMENT HEAD: RECEIVED AND FILED i I i ,I New York State Division Of Criminal Justice Services ASSETS FORFEITURE REPORTING PROGRAM STATE OF NEW YORK ) ss: AFFIDAVIT pursuant to Civil Practice Law and Rules 1311(11)(c) COUNTY OF ERIE ) I, CHIEF DENNIS RICHARDS as (claiming agent) (claiming authority), being duly (Name) sworn, depose and state that on 09/01 &09/04/15 the BUFFALO POLICE DEPARTMENT (Date) (Agency) received WIRE TRANSFERS having an estimated present value of $ 16,929.50 (check,vehicle,personal property,etc.) (Amount) pursuant to chapter thirteen of Food and Drug Laws (21 U.S.C. 801 et seq.) of the United States and/or chapter four of the Customs Duties Laws (19 U.S.C. 11301 et seq.) of the United States and/or a chapter 96 of the Crimes and Criminal Procedure Laws (18 U.S.C.11961 et seq.) of the United States. r Signature DATE: 10/16/2015 CHIEF OF INVESTIGATIVE SERVICES Title On the da ofjDb-�nthe earbefore me ersonall came v � y 5 , personally (Day) (Month) (Year) to me known, who, being.by me duly sworn, depose and say (Name) 0 that s/`e s employed by the (Land that s� (Agency) was authorized by and did execute the above affidavit at the direction of said entity and that s/he I c wa c� signed he is name thereto. ..^�-- ,---- NotaryPublic REMAIflAKlit�'Y t%State of N$W Afdi in Mail to: �' NYS Division of Criminal Justice Services Assets Forfeiture Reporting Program Office of Public Safety 80 South Swan Street Albany, NY 12210 COPYRIGHT 8 1995 NEW YORK STATE DIVISION OF CRIMINAL JUSTICE SERVICES(July 2005) i b Id ' a M V r o[- PLn 1 ° ruiw O a) M000 N m o Ln Ol r-I N 1+1 t0 j r-1 rl I�a { I - j� J I O In N { 0) N lD 01 r-i 04 � a un Ln cA a H H a N Ln H N W 000 \ H 000 04 Ei. U - 00 00 00 \ U O O ro rt ro O O ms's 000 H H 00o H H t� . O Q �H� n q U 000 H W a' 9 NNN N E1 P4 -1 H _ w P H H 3 H H H H o o 4 oa a rx o a H �A w u � 0 °a A o ° A NFYI z a W Hu- 0 W W H W ± Hx w A w FOC A O A. H U W C4 E-1 W U i w W W z ri W W. a-1 H 0 1 0 H � u �t 00 II al U] rl rx a U) A A * ON a o cli\U H N 9 N ria (U� w m w 1) W P$ N P: CA C) N H•n I Y i X13 i a a a a FROM THE COMMISSIONER OF FIRE -ii I Oct 27,2015 i 7 SINGLE PAGE COMMUNICATION TO THE COMMON COUNCIL a TO: THE COMMON COUNCIL: DATE: October 12, 2015 FROM: DEPARTMENT: 210 Fire SUBJECT: [:Purchase two (2) Response Vehicles i PRIOR COUNCIL REFERENCE: (IF ANY) Ex. (Item No. xxx, C.C.P. xx/xx/xx) We are requesting approval to purchase two (2)24/7 response vehicles for the Buffalo Fire Department. Funds are available to purchase this vehicle through our 12136007 474200 account. -' Additionally, we are requesting approval to auction/scrap F-443 2001 Tahoe and P-517F 2005 Ford Crown Vic. 3 These vehicles are in poor condition and no longer cost effective as response vehicles. REFERRED TO THE COMMITTEE ON FINANCE. S vV SIGNATURE DEPARTMENT HEAD TITL : Garnell W Whitfield,Jr., Co issione Fire ck 1 i I #4(Rev 7-07) " U i Certificate of Appointment In compliance with provisions of Section 24-2 of the Charter and Chapter 35-1 of the Ordinances of the City of Buffalo,I transmit this certification of appointment(s)or I further certi that the person(s)named in Schedule"A"have been certified or roved b the Human Resources/Civil Service for the promotion(s). certify p O PP Y Appointment Effective: 10/15/2015 in the Department of FIRE Division of FIRE to the Position of BATTALION CHIEF Permanent, Provisional, Temporary, Seasonal, Exempt, Unclassified (Insert one) PERMANENT Open-Competitive, Promotional, Non-Competitive, Exempt (Insert one) PROMOTIONAL Minimum, Intermediate, Maximum, Flat, Hourly (Insert one) MINIMUM I (Enter Starting Salary) : Starting Salary of $ 87,303 i LAST JOB TITLE FIRE CAPTAIN NAME PETER LOTOCKI LAST DEPARTMENT FIRE DATE ADDRESS 3452 HEATHERWOOD DR LAST SALARY CITY&ZIP HAMBURG, NY 14075 LAST 4 DIGITS OF SSN. XXX-XX-2567 LAST JOB TITLE FIRE CAPTAIN NAME LAST DEPARTMENT FIRE DATE ADDRESS LAST SALARY CITY&ZIP LAST 4 DIGITS OF SSN. XXX-XX- LAST JOB TITLE NAME LAST DEPARTMENT DATE ADDRESS LAST SALARY CITY&ZIP LAST 4 DIGITS OF SSN. XXX-XX- LAST JOB TITLE NAME LAST DEPARTMENT DATE ADDRESS LAST SALARY CITY&ZIP LAST 4 DIGITS OF SSN. XXX-XX- REFERRED TO THE COMMITTEE ON CIVIL SERVICE BUDGET ORG. CODE 12132001 TITLE CODE NO 2470 BUDGET ACCT. OBJ. 411001 PROJ. ID PERSONNEL REQ. NO 2015-104 SALARY RANGE OF POSITION FLAT PER YEAR DAY HOUR YEAR s i; REASON FOR APPT. ABOVE THE MINIMUM: i i NAME OF APPOINTING AUTHORITY: GARNELL W. WHITFIELD, JR. TITLE OF APPOINTING. AUTHORITY: FIRE COMMISSIONER. DATE: 10 5/15 SIGNATURE OF APPOINTING AUTHORITY: • ORIGINAL+2 COPIES TO: CITY CLERK ON/BEFORE APPOI NT DATE OTHER COPIES TO:#3-COMPTROLLER #4-HUMAN SERVICES/CIVIL SERVICE #5-BUDGET #6-DEPARTMENT #7-DIVISION #8-EMPLOYEE(S) a i i FROM THE CORPORATION COUNSEL i i { i e I I Oct 27,2015 i CLAIMS COMMITTEE AGENDA November 5,2015 11:00 a.m. Council Chambers Hon. Joel P. Feroleto, Chairman Personal Ini u ry---------------------------------------------------- A. 1. Martin,Taatha $ 12,000.00 A. 2. Peters,Charles o/b/o the estate of Dejac,Lynn $ 735,000.00 A. 3. Pitts,Bobby $ 5,000.00 A. 4. Rodriguez,Erik p/n/g Figueroa,Elyssa $ 7,500.00 A. 5. Spear,Laura $ 350,000.00 i -----------------------------------------------------Property DamaEe--------------------------------------------------- B. 1. Elbanna,Mohamed $ 9,000.00 B. 2. Renkas,Daniel $ 738.06 a B. 3. Robert Strianese Sr. $ 453.00 Prior Fiscal Year Invoices--------------------------------------------- C. 1. ACR of WNY $ 1,076.00 C. 2. Air Cleaning Systems, Inc. $ 997.50 C. 3. Airgas USA,LLC $ 189.07 C. 4. Avalon Document Services $ 1,688.46 C. 5. Douglas J.Bantle $ 2,919.16 C. 6. Ber-National Automation,Inc. $ 5,280.00 C. 7. Buffalo Truck Center,Inc. $ 6,455.37 C. 8. Cappellino Cheverolet $ 536.52 C. 9. Cappellino Cheverolet $ 400.00 C. 10. Collucci&Gallaher,P.C. $ 922.50 C. 11. D.F. Bailey, Inc., Court Reporters $ 540.00 C. 12. Deborah Delelys, $ 1404.00 C. 13. Vera Dujovic $ 604.00 C. 14. D4,LLC $ 217.12 C. 15. Inquiries,Inc. $ 203,086.12 C. 16. International Institute of Buffalo $ 100.00 C. 17. Ladder Tower Co. $ 11,034.25 C. 18. McClelland Small Animal Hospital $ 335.50 C. 19. Michael S. Lewandowski $ 12,243.55 C. 20. New York State Fence, Inc. $ 7,354.04 ! C. 21. Orkin Pest Control $ 161.25 C. 22. POMCO $ 57.00 C. 23. Printed Image $ 9,368.00 C. 24. Jeffrey M. Selchick,Esq. $ 4,436.54 C. 25. State of New York Public Employment Relations Board $ 800.00 C. 26. Trueheart Speaks Enterprises $ 1,250.00 1 I -------------------------------------------------------Miscellaneous------------------------------------------------------ D. 1. Boyd,Lalita D'Antoinette $ 299.06 D. 2. Carrol, Steven $ 2.00 D. 3. Copart Inc. $ 90.00 D. 4. GAM Trucking Corp. $ 10,561.25 D. 5. Scott Hayden $ 2,000.00 ------------------------------------------------For Discussion----------------------------------------------------- E. 1. Smith,Barbara $ 700.00 COMMITTEE ON CLAIMS- m 1 i 1 II I i i i I i 1 3 FROM THE COMMISSIONER OF ECONOMIC DEVELOPMENT AND PERMIT & INSPECTION SERVICES I i 3 i i i 1 0 Oct 27,2015 To: The Common Council: Date:August 20,2015 From: Department Permit&Inspection Services Division: Office of Licenses Subject: [: Food Store(New) [: 1129 EAST FERRY(FILLMORE) Type in Upper and [: I Lower Case Only [: Prior Council Reference: (If Any) [: Ext.(Item No.xxx.C.C.P.xx/xx/xx): Text (Type Single Space Below): Pursuant to Chapter 194 of the City of Buffalo Ordinances, please be advised that I have examined the attached application for a Food Store License located 1129 EAST FERRY (WAFA ALSAYYAGHI/GOOD YEAR MARKET INC.) and find that as to form is correct. I will cause an investigation into the premises for which said application for a food store license is being sought and no License will be issued until all required approvals are obtained from the Zoning Office, Fire Department, Building Inspections,Police Department and Collections Office and I find it complies with all regulations and other applicable laws. This request is submitted for your approval or whatever action you deem appropriate. RErERRED TO THrz COMMITTEE ON LEGISLA71'10N. Tyne Department Head Name: JAMES CO ORD i Tyne Title: CO SI 9fl I N Signature of Department Head: I JC:PS:jd I 1 1 Interdepartmental Memo 1 Date: August 20,2015 To: James Comerford,Commissioner From: Patrick Sole Jr.,Director of Permits&Inspection Services 'RE: Common Council Communication Food Store at 1129 EAST FERRY Per City of Buffalo Ordinance Chapter 194,the following is a check list of requirements for Food Store application to the Common Council: Application Applicant Notifcation Building Inspection Collection Office ❑ Fire Prevention ❑ Police Department Zoning Office Director Permit Inspection Services Date 3 i k - •f, '01 NO IFT t O G5 Nia at 4 a Y Phone( �$J " s r 9 { £ CJ Sole Proprle Or 0 COX 2 f4L np e Z Y Ir 3 d i"£ yy£ x �i� S e S +4' :4 Q cstaurant 1-200 seats f79,0(1 offit rafit"M y ��' �� anrattt Ca1te Qitt13. 88,OU ©201400 s ,a , seas X250 01 piotr� ovt i5fi 1 �t00 h seats: SOic4 O ''' 115.00 d Yes CI No Sellin alcaltolic beveiae `? 1 11cttcal Seepttttlattl c)itestiaziS. 0 Certificate of Inspection (Public Assembly)Restaurant SOH seats �f1�ea(l�ish Pottitry. $150.00 C3 Ptiblieauc �(b 4 ) Cafers ". $ 88.00 El Coin Control Amusementi G0Ge 1 i ciltl 31.25 `C3 t3akc>r , # aures _ per game $97.25. Skatin kt tilc t m�0 1 b� employees $&3.00 IR 13 Arcade#:<gatnes�Per game $47.25 z C3 13bin A lloy per last k 31,5 d°3y1t1 em}tloees1t15.00 13 Music Mechanical $52,x{} las l l 1"1, 1S ern Io ee $15700 0Music live,no dancing $52.50 Q Billiard i'a2lor pet labl ',$31.54l 2G-5tt c�rtlioyecs' $315:00 ❑News Stand $63.00 #Italiles 13 5I=20ftnployees $525A0 Corporatio:JdWawe Business Phone.( } I�itsiness Name(dba)" _(LYI R M Business Fax Business Address(no Po pox) H 29 1 .FE RY ST, BUj�FA1.0,;NY ii,? I Mailing Address(if different) NYS Tax IIS# 974307935 �t#sines Website -Mail Owner(s)1 Principal Partners Applicant(last,first) AI..:SAYYA(:ili1.WAF - -Home Phone (716)235-8068 Home Address:(p()13oxtiot acceptable)_651 (:100I)Y1.At{AVI . 1: UF'l",Al,(7s NY 11211 Date of birth 49001sw Place of Birth YEMEN Co-Applicant(last,Cyst)_ Home Pltone Home Address:(po i3ox not acceptable) Date of girt Place of Birth Describe your specific business activity in detail, C ONVEN1t;NCI..,'S TORT I am aware of the obligation to provide timely notice of any chatige`in regttired information,and I.have informed all owners,managers,or other principals of their criminal andlor civic respottsibilaty for the timely fulfillnyetttofrestrictions and conditions to the license or timely abatement of any nuisance activity at or associated with the Business. Initial For office use only As an authorized agent of the entity identified above,I certify the S% bscribed and sworn before meth's information on this form is tette,correct,complete and current to the best d y o 20 of my knowledge and belief. Print Name WAFA ALSAYYAQ11 Coin SAO r o I}cecls--City p:au oto iglnat?utre .. Date ( ... l App No Date issued, i s I r • � �UI'ti#tCf@ y,i .� tt .—UNN F3®slr#ent moo O$11 t 4q t .......;.. '.:.. .. f 1 F 3 3 5 M ^y� �V APPLICANT NOTIFICATION 1 ALL Applications/Applicants requiring Common Council Approval MUST have this Notification signed by Council Personnel by the applicable District Councilmember listed below and return this Notification to the Office of Licenses prior to the application being considered for Approval. r License Application Address .�r'� 2 PP Z-"' - Buffalo,NY 1 1 DELAWARE DISTRICT— 1405 City Hall ELLICOTT DISTRICT - Darius G. Pridgen 1315 City Hall 3 FILLMORE DISTRICT- David A.Franczyk 1408 City Hall LOVEJOY DISTRICT- Richard A. Fontana 1316-A City Hall MASTEN DISTRICT- 1414 City Hall NIAGARA DISTRICT - David A. Rivera -- 1504 City Hall NORTH DISTRICT - Joseph Golombek Jr. 1502 City Hall SOUTH DISTRICT- Christopher P.Scanlon ' 1401 City Hall UNIVERSITY DISTRICT- Rasheed N.C.Wyatt f 1508 City Hall i r _,J Council Personnel i i J 1 a i i 1 { FROM THE COMMISSIONER OF HUMAN RESOURCES i 3 a 1 1 Oct 27,2015 I� City Clerk's Department BUFFALO October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO i DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2162 PASSED October 27, 2015 Approve Pharmacy Benefit Management Agreement(PBMA) Gerald A Chwalinski City Clerk A EP umfto R ` V E u u i NOV 0 2015 MAYO I 02 MULTIPLE PAGE COMMUNICATION TO THE COMMON COUNCIL TO: THE COMMON COUNCIL DATE: October 22,2015 FROM: Department of Human Resources SUBJECT: Approve Pharmacy Benefit Management Agreement(PBMA)between City and Express Scripts, Inc. PRIOR COUNCIL REFERENCE: Item No. 2035 C.C.P. October 13,2015 i The Department of Human Resources solicited proposals under a Request for Proposals for the management of employee pharmacy benefits. The proposal submitted by Express Scripts, i Inc.was selected,subject to the further review and approval of Your Honorable Body of the related Pharmacy Benefit Management Agreement(PBMA), a copy of which is attached to this Commu- nication. I am recommending and respectfully requesting that Your Honorable Body: 1. Authorize the Commissioner of Human Resources to execute the attached Pharmacy Ben- efit Management Agreement, upon the material terms contained in said Agreement, but subject to the application and/or modification of any standard contractual terms deemed necessary to allow the Corporation Counsel to approve it as to form. The Contract Term is for three years, commencing on March 1, 2016 and ending on February 28, 2019, with two one (1)year renewal options. The Contract further includes provisions, which will result in the following benefits to the City of Buffalo: 1. The Contract will save the City of Buffalo approximately $16.9 million over the first three years of the Contract (using 2014 baseline Claims.data, adjusted for inflation), — which is over$1.2 million greater than the next closest competing proposal. 2. The Contract can be terminated on 30 days' notice to the Manager. 3. The Contract provides for the Manager to cover any and all fees generated by the City's consultant,relating to contract implementation, compliance and enforcement. Thank you for your review of this matter. DEPARTMENT HEAD NAME: Gladys Herndon-Hill TITLE: Commissioner -- DEPARTMENT: Human Resources SIGNATURE OF DEPARTMENT HEAD: L 1A TA,,p60UR"WMYSDEC.I.pq USAWM Com iWim.do 1 I i EXPRESS SCRIPTS, INC. PHARMACY BENEFIT MANAGEMENT AGREEMENT THIS PHARMACY BENEFIT MANAGEMENT AGREEMENT ("Agreement") will be effective as of the date set forth in Section 6.1 and is entered into by and between EXPRESS SCRIPTS, INC., a Delaware corporation ("ESI"), and CITY OF BUFFALO, organized under the laws of the state of New York ("Sponsor"). RECITALS A. ESI, either directly or through its subsidiaries, engages in pharmacy benefit management services, including, among other things, pharmacy network contracting; pharmacy claims processing; mail and specialty drug pharmacy; cost containment, clinical, safety, adherence, and other like programs; and formulary administration ("PBM Services"). B. Sponsor provides or arranges for the provision of health benefits, including a prescription drug benefit. C. ESI and Sponsor desire that ESI be the exclusive provider of PBM Services for Sponsor's Plan (as defined below) under the terms and conditions set forth herein. THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: TERMS OF AGREEMENT ARTICLE I - DEFINITIONS 7 "Ancillary Supplies, Equipment, and Services" or "ASES" means ancillary supplies, equipment, and services provided or coordinated by ESI Specialty Pharmacy in connection with ESI Specialty Pharmacy's dispensing of Specialty Products. ASES may include all or some of the following: telephonic and/or in-person training, nursing/clinical services, in-home infusion and related support, patient monitoring, medication pumps, tubing, syringes, gauze pads, sharps containers, lancets, test strips, other supplies; and durable medical equipment. The aforementioned list is illustrative only (not exhaustive) and may include other supplies, equipment, and services based on the patient's needs, prescriber instructions, payer requirements, and/or the Specialty Product manufacturer's requirements, "Average Wholesale Price" or "AWP" means the average wholesale price of a prescription drug as identified by drug pricing services such as Medi-Span or other source recognized in the retail prescription drug industry selected by ESI (the "Pricing Source"). The applicable AWP shall be the 11-digit NDC for the product on the date dispensed, and for prescriptions filled in the Participating Pharmacies, Mail Service Pharmacy and ESI Specialty Pharmacy will be the AWP for the package size from which the prescription drug was dispensed. If the Pricing Source discontinues the reporting of AWP or Multi-Source Indicator code identifiers or materially changes the manner in which AWP is calculated or its Multi-Source Indicator code identifiers are reported, then ESI reserves the right to make an equitable adjustment as necessary to maintain the parties' relative economics and the pricing intent of this Agreement. "Brand/Generic Algorithm" or "BGA" means EST's standard and proprietary brand/generic algorithm, a copy of which may be made available for review by Sponsor or its Auditor upon request. The purposes of the algorithm are to utilize a comprehensive and logical algorithm to determine the brand or generic status of i products in the ESI master drug file using a combination of industry standard attributes, to stabilize products "flipping" between brand and generic status as may be the case when a single indicator is used from industry pricing sources, and to reduce Sponsor, Member and provider confusion due to fluctuations in brand/generic status. Sponsor or its Auditor may audit EST's application of its BGA to confirm that ESI is making brand and generic drug determinations consistent with such algorithm. j "Brand Drug" means a prescription drug identified as such in ESI's master drug file using indicators from First Databank (or other source nationally recognized in the prescription drug industry) on the basis of a standard Brand/Generic Algorithm, a copy of which may be made available for review by Sponsor or its Auditor { upon request. 219922.1 I t i "Copayment" means that portion of the charge for each Covered Drug dispensed to the Member that is the responsibility of the Member (e.g., copayment, coinsurance and/or deductible) as indicated on the Set-Up Forms. "Covered Drug(s)" means those prescription drugs, supplies, Specialty Products and other items that are covered under the Plan, each as indicated on the Set-Up Forms. "Eligibility Files" means the list submitted by Sponsor to ESI in reasonably acceptable electronic format indicating persons eligible for drug benefit coverage services under the Plan. "ESI National Plus Network" means EST's broadest Participating Pharmacy network. "ESI Specialty Pharmacy" means CuraScript, Inc., Accredo Health Group, Inc., Express Scripts Specialty Distribution Services, Inc., or another pharmacy or home health agency wholly-owned or operated by ESI or one or more of its affiliates that primarily dispenses Specialty Products or provides services related thereto- provided, however, that when the Mail Service Pharmacy dispenses a Specialty Product, it shall be considered an ESI Specialty Pharmacy hereunder. "Formulary" means the list of FDA-approved prescription drugs and supplies developed by ESI's Pharmacy and Therapeutics Committee and/or customized by Sponsor, and which is selected and/or adopted by Sponsor. The drugs and supplies included on the Formulary will be modified by ESI from time to time as a result of factors, including, but not limited to, medical appropriateness, manufacturer Rebate arrangements, and patent expirations. Additions and/or deletions to the Formulary are hereby adopted by Sponsor, subject to Sponsor's discretion to elect not to implement any such addition or deletion through the Set-Up Form process, which such election shall be considered a Sponsor change to the Formulary. "Generic Drug" means a prescription drug, whether identified by its chemical, proprietary, or non- proprietary name, that is therapeutically equivalent and interchangeable with drugs having an identical amount of the same active ingredient(s) and approved by the FDA, and which is identified as such in ESI's master drug file using indicators from First Databank (or other source nationally recognized in the prescription drug industry) on the basis of a standard Brand/Generic Algorithm, a copy of which may be made available for review by Sponsor or its Auditor upon request. "Ingredient Cost Charge" means the ingredient cost portion of the amount charged by ESI to Sponsor for each Prescription Drug Claim, subject to the "lesser of" logic set forth on Exhibit A, as applicable. "MAC List" means a list of off-patent prescription drugs or supplies subject to maximum reimbursement payment schedules developed or selected by ESL "Mail Service Pharmacy" means a pharmacy wholly-owned or operated by ESI or one or more of its affiliates, other than an ESI Specialty Pharmacy, where prescriptions are filled and delivered to Members via mail delivery service. "Manufacturer Administrative Fees" means those administrative fees paid by manufacturers to ESI in connection with ESI's invoicing, allocating and collecting the Rebates under the Rebate program. "Maximum Reimbursement Amount" or "MRA" means the maximum unit ingredient cost payable by Sponsor for a drug on the MAC List based on maximum reimbursement payment schedule(s) developed or selected by ESI. The application of MRA pricing may be subject to certain "dispensed as written" (DAW) protocols and Sponsor defined plan design and coverage policies. "Member" means each person who Sponsor determines is eligible to receive prescription drug benefits as indicated in the Eligibility Files. "Member Submitted Claim" means a paper claim submitted by a Member for Covered Drugs dispensed by a pharmacy for which the Member paid cash. i 2 219922.1 "Participating Pharmacy" means any licensed retail pharmacy with which ESI or one or more of its affiliates has executed an agreement to provide Covered Drugs to Members, but shall not include any mail order or specialty pharmacy affiliated with any such Participating Pharmacy. Participating Pharmacies are independent contractors of ESI. "Pass-Through" means the actual ingredient cost and dispensing fee amount paid by ESI for the Prescription Drug Claim when the claim is adjudicated to the Participating Pharmacy, as set forth in the specific Participating Pharmacy remittances related to Sponsor's claims. "PMPM" means per Member per month fee, if applicable, as determined by ESI from the Eligibility Files. "Plan" means any self-funded prescription drug benefit plan(s) administered by Sponsor or a subsidiary or affiliate of Sponsor(including any retiree or Medicare employer group waiver plans). J "Prescription Drug Claim" means a Member Submitted Claim, Subrogation Claim or claim for payment submitted to ESI by a Participating Pharmacy, Mail Service Pharmacy, or ESI Specialty Pharmacy as a result of dispensing Covered Drugs to a Member. "Rebates" mean retrospective formulary rebates that are paid to ESI pursuant to the terms of a formulary rebate contract negotiated independently by ESI and directly attributable to the utilization of certain Covered Drugs by Members. For sake of clarity, Rebates do not include, for example, Manufacturer Administrative Fees; product discounts or fees related to the procurement of prescription drug inventories by ESI Specialty Pharmacy or the Mail Service Pharmacy; fees received by ESI from pharmaceutical manufacturers for care management or other services provided in connection with the dispensing of products; or other fee-for-service arrangements whereby pharmaceutical manufacturers generally report the fees paid to ESI or its wholly-owned subsidiaries for services rendered as "bona fide service fees" pursuant to federal laws and regulations (collectively, "Other Pharma Revenue"). Such laws and regulations, as well as EST's contracts with pharmaceutical manufacturers, generally prohibit ESI from sharing any such "bona fide service fees" earned by ESI, whether wholly or in part, with any ESI client. "Set-Up Forms" means any standard ESI document or form, which when completed and signed by Sponsor (electronic communications from Sponsor indicating Sponsor's approval of a Set-Up Form shall satisfy the foregoing), will describe the essential benefit elements and coverage rules adopted by Sponsor for its Plan. "Specialty Product List" means the standard list of Specialty Products and their reimbursement rates applicable to Sponsor under the applicable (exclusive or open, as applicable) option maintained and updated by ESI from time to time. The Specialty Product List is available to Sponsor upon request. "Specialty Products" means those injectable and non-injectable drugs on the Specialty Product List. Specialty Products, which may be administered by any route of administration, are typically used to treat chronic or complex conditions, and typically have one or more of several key characteristics, including frequent dosing adjustments and intensive clinical monitoring to decrease the potential for drug toxicity and increase the probability for beneficial treatment outcomes; intensive patient training and compliance assistance to facilitate therapeutic goals; limited or exclusive product availability and distribution (if a drug is only available through limited specialty pharmacy distribution it is always considered a Specialty Product); specialized product handling and/or administration requirements. "Subrogation Claim" means subrogation claims submitted by any state or a person or entity acting on behalf of a state under Medicaid or similar United States or state government health care programs, for which Sponsor is deemed to be the primary payor by operation of applicable federal or state laws. j "UM Company" means MCMC, LLC or other independent third party utilization management company contracted by ESI, subject to and as further described in Sections 2.3 (d) and (e). "Usual and Customary Price" or "U&C" means the retail price charged by a Participating Pharmacy for the particular drug in a cash transaction on the date the drug is dispensed as reported to ESI by the Participating Pharmacy. "Vaccine Claim" means a claim for a Covered Drug which is a vaccine. 3 219922.1 "Vendor Transaction Fee" means the data interchange fee that ESI is charged by its third party vendor to convert Vaccine Claims submitted electronically by physicians to NCPDP 5.1 format in order for ESI to process the claim. ARTICLE it - PBM SERVICES 2.1 Eligibility/Set Up. Sponsor will submit completed Set-Up.Forms and Eligibility Files (initial and updated) on a mutually determined basis, which ESI will accurately implement. Changes to the Set-Up Forms must be documented on ESI's standard amendment forms. Eligibility performed manually by ESI for Sponsor, or material changes to the Eligibility File processes requested by Sponsor during the term may be subject to _ additional fees set forth on Exhibit A. Sponsor will be responsible for all Prescription Drug Claims during the period of the Member's, eligibility as indicated on the Eligibility File including for retroactively termed Members, except in the event of ESI's negligence. i 2.2 Pharmacy Network. (a) Participating Pharmacies. ESI will maintain a network(s) of Participating Pharmacies as identified in Exhibit A, and will make available an updated list of Participating Pharmacies on-line. ESI maintains multiple networks and subnetworks, and periodically consolidates networks or migrates clients to other networks and subnetworks. If, due to an access concern, Sponsor requests that ESI attempt to add a particular retail pharmacy to the network of Participating Pharmacies serving Sponsor and its Members hereunder, ESI will make commercially reasonable efforts to add any such pharmacy to the Participating Pharmacy network for Sponsor, provided that such pharmacy meets EST's network participation requirements and agrees to ESI's standard terms and conditions. If any such pharmacy meets ESI's network participation requirements and _ agrees to ESI's standard terms and conditions except for EST's standard network rates (i.e., the particular pharmacy will only agree to higher than standard reimbursement rates), and Sponsor nevertheless requests that ESI add such pharmacy, the rate charged to Sponsor for Prescription Drug Claims processed through such pharmacy (assuming ESI agrees to contract with such pharmacy) will be the net ingredient cost plus the dispensing fee paid by ESI to such Participating Pharmacy (plus applicable sales or excise tax or other governmental surcharge, if any). All such Prescription Drug Claims will be excluded from the pricing guarantees set forth in Exhibit A. (i) ESI will require each Participating Pharmacy to meet ESI's network participation requirements, including but not limited to licensure, insurance and provider agreement requirements. ESI also provides a standard suite of pharmacy audit services to determine Participating Pharmacies' compliance with their provider agreement billing requirements. ESI will attempt recovery of identified overpayments through offset, demand or other reasonable means; provided that ESI will not be required to institute litigation. Recovered overpayments are credited to Sponsor. Copies of participation requirements and auditing processes are available upon request. (ii) ESI does not direct or exercise any control over the Participating Pharmacies or the professional judgment exercised by any pharmacist in dispensing prescriptions or otherwise providing pharmaceutical related services at a Participating Pharmacy. ESI shall have no liability to Sponsor, any Member or any other person or entity for any act or omission of any Participating Pharmacy or it agents or employees. (b) Mail Service Pharmacy. Members may have prescriptions filled through the Mail Service Pharmacy. Subject to applicable law, ESI may communicate with Members regarding benefit design, cost savings, availability and use of the Mail Service Pharmacy, as well as provide supporting services. ESI may suspend Mail Service Pharmacy services to a Member who is in default of any Copayment amount due ESI. Sponsor will be responsible for any unpaid Member Copayment amounts if payment has not been received from the Member within one hundred twenty (120) days following dispensing. Sponsor will be billed following the one hundred twenty (120) day collection period, with payment due in accordance with the payment terms set forth in Section 3.2 of this Agreement. (c) Specialty Products and ASES. 4 219922.1 I I _)91 For Commercial: Members may have prescriptions filled through ESI Specialty Pharmacy. Subject to applicable law, ESI and ESI Specialty Pharmacy may communicate with Members and physicians to advise Members filling Specialty Products at Participating Pharmacies of the availability of filling prescriptions through ESI Specialty Pharmacy. Specialty Products will be excluded from any price guarantees set forth in the Agreement. In no .event will the Mail Service Pharmacy or Participating Pharmacy pricing specified in the Agreement apply to Specialty Products. For EGWP: As elected by Sponsor on the Set-Up Forms, Members may have prescriptions filled through ESI Specialty Pharmacy on an exclusive basis (i.e., "ESI Specialty Pharmacy — Exclusive Care") or at Participating Pharmacies and through ESI Specialty Pharmacy (i.e., "ESI Specialty Pharmacy — Open Care"). Subject to applicable law, ESI and ESI Specialty Pharmacy may communicate with Members and physicians to advise Members filling Specialty Products at Participating Pharmacies of the availability of filling prescriptions through ESI Specialty Pharmacy. Specialty Products will be excluded from any price guarantees set forth in the Agreement. In no event will the Mail Service Pharmacy or Participating Pharmacy pricing specified in the Agreement apply to Specialty Products. (i) ESI will notify Sponsor no more frequently than monthly of new Specialty Products that are introduced to the market on or after the Effective Date of this Agreement with their applicable reimbursement rates ("Notice"). The parties agree as follows: (A) If Sponsor has expressly excluded a specific therapy class or product on a Set-Up Form, Specialty Products in such excluded classes will automatically be deemed excluded from coverage and will reject as "NDC Not Covered" through Participating Pharmacies, Mail Service Pharmacy and ESI Specialty Pharmacy; otherwise, subject to.(B) below, all other Specialty Products will be implemented as Covered Drugs at the rate specified in the applicable Specialty Drug list or Notice. If Sponsor desires to cover otherwise excluded Specialty Products, Sponsor must notify ESI in writing that it desires to cover the Specialty Product before ES.I will adjudicate as a Covered Drug, and if ESI receives such confirmation of coverage from Sponsor such Specialty Product will be loaded thereafter as a Covered Drug at the applicable reimbursement rate set forth in the Notice. (B) Sponsor must notify ESI in writing if it wants to exclude the Specialty Product from coverage. The exclusion will be implemented within seven (7) business days after the date of EST's receipt of such notification. There will not be any retroactive denials for Prescription Drug Claims processed prior to ESI's receipt of the rejection notice and implementation of the exclusion as provided above and Sponsor will be responsible for the payment of such Prescription Drug Claims processed prior to the rejection of coverage. (ii) For Specialty Products filled through ESI Specialty Pharmacy only, Members may receive the following services from ESI Specialty Pharmacy, depending on the particular therapy class or disease state: ASES; patient intake services; pharmacy dispensing services and/or social services (patient advocacy, hardship reimbursement support, and indigent and patient assistance programs). (iii) Subject to Sponsor's prior authorization requirements, if applicable, at the rates set forth in Exhibit A, ESI will provide or coordinate ASES for Members through ESI Specialty Pharmacy or through other specialty pharmacies or other independent third party providers of ASES when ASES is required. If ESI or ESI Specialty Pharmacy engages a third party provider of ASES, ESI or ESI Specialty Pharmacy shall contractually obligate such third party provider of ASES to comply with all applicable laws, including, without limitation, all applicable laws relating to professional licensure. ESI does not direct or exercise any control over any third party provider of ASES in administering Specialty Products or otherwise providing ASES. I (iv) For Commercial: Ancillary supplies, equipment, and services provided or coordinated in connection with the dispensing of Specialty Products at Participating Pharmacies (for example, limited I distribution products not then available through ESI Specialty Pharmacy or overrides) will be billed to Sponsor at the cost charged to ESI for such ancillary supplies, equipment, and services provided or coordinated, unless such ancillary supplies, equipment, and services provided or coordinated are included in the ingredient cost of the Specialty Product. 5 219922.1 i For EGWP: If Sponsor elects the ESI Specialty Pharmacy - Open Care option, then any ancillary supplies, equipment, and services provided or coordinated in connection with the dispensing of Specialty Products at Participating Pharmacies (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be billed to Sponsor at the cost charged to ESI for such ancillary supplies, equipment, and services provided or coordinated, unless such ancillary supplies, equipment, and services provided or coordinated are included in the ingredient cost of the Specialty Product. 2.3 Claims Processing. (a) Claims Processing. (i) ESI will perform claims processing services for Covered Drugs dispensed by Participating Pharmacies, Mail Service and ESI Specialty Pharmacy. (ii) In connection with each prescription submitted for processing on-line by a Participating Pharmacy, ESI will perform standard drug utilization review ("DUR") in order to assist the dispensing pharmacist and prescribing physician in identifying potential drug interactions, incorrect prescriptions or dosages, and certain other circumstances that may be indicative of inappropriate prescription drug usage. ESI's DUR processes are not intended to substitute for the professional. judgment of the prescriber, the dispensing pharmacist or any other health care professional providing services to the Member. (iii) If elected by Sponsor, ESI will process Member Submitted Claims in accordance with the rules in the Set-Up Forms and EST's standard procedures. (iv) If authorized by Sponsor on the Set-Up Forms, ESI will process Subrogation Claims in accordance with applicable federal and state laws, in which case Sponsor will pay such Subrogation Claims in accordance with Article III and Exhibit A. If Sponsor does not authorize ESI to process Subrogation Claims, ESI will reject the claim and refer claimants to Sponsor regarding such claims, in accordance with applicable federal and state laws. ESI is not legally responsible to pay Subrogation Claims to the extent Sponsor is not timely paying ESI with respect to such Subrogation Claims. (v) Sponsor or its third party designee (as applicable) will have the final responsibility for all decisions with respect to coverage of a Prescription Drug Claim and the benefits allowable under the Plan, including determining whether any rejected or disputed claim will be allowed. (vi) ESI will not implement or administer or allow any program that results in the conversion from lower discounted ingredient cost drug products to higher discounted ingredient cost drug products without the prior written consent of Sponsor. (b) Prior Authorization. For the fees set forth in the Clinical Addendum described in Exhibit A-2 (if applicable), ESI will provide prior authorization ("PA") services as specified and directed by Sponsor for drugs designated on the Set-Up Form. Prior authorized drugs must meet Sponsor-approved guidelines ("Guidelines") before they are deemed to be Covered Drugs. Unless Sponsor otherwise directs, Sponsor hereby authorizes coverage for an otherwise excluded use in the event of co-morbidities, complications and other factors not otherwise expressly set forth in the Guidelines. In determining whether to authorize coverage of such drug under the PA Program, ESI will apply only the Guidelines and may rely entirely upon information about the Member and the diagnosis of the Member's condition provided to it from the prescriber. ESI will not undertake to determine medical necessity, make diagnoses or substitute ESI's judgment for the professional judgment and responsibility of the prescriber. (c) Claims for Benefits. ESI will process initial "claims for benefits" for Member Submitted Claims and PA requests consistent with the ERISA claims rules set forth in 29 CFR Part 2560 (or applicable state law if a non-ERISA plan) ("Claims Rules"). Sponsor may elect to have ESI perform appeals services in connection with denied "claims for benefits" for the fees set forth in Exhibit A, or facilitate such services through Sponsor or a third party of Sponsor's choice. If Sponsor elects to conduct its own appeals or facilitate through a third party of Sponsor's choice, ESI will route Member appeals to Sponsor or other Sponsor designated entity. If Sponsor elects to have ESI perform appeals services, Sponsor agrees that ESI may perform such services through the 6 219922.1 I UM Company. Through its contract with ESI, the UM Company has agreed to be, and will serve as, the named fiduciary for its performance of such appeals. ESI also agrees to accept fiduciary status solely with respect to its performance of any appeal. ESI shall retain all records pertinent to expenditures incurred under this Agreement for a period of three years after the resolution of all audit findings. Records for non-expendable property acquired with funds under this Agreement shall be retained for three years after final disposition of such property. ESI shall maintain the necessary source documentation and enforce sufficient internal controls as dictated by generally accepted accounting practices to properly account for expenses incurred under this Agreement. (d) UM Company. In the event ESI performs appeals services, or facilitates the performance of appeals services through the UM Company, ESI or the UM Company, as applicable, will be responsible for conducting the appeal on behalf of Sponsor in accordance with the Claims Rules. ESI represents to Sponsor that UM Company has contractually agreed that: (A) UM Company will conduct appeals in accordance with the Claims Rules and Sponsor's plan, (B) Sponsor is a third party beneficiary of UM Company's agreement with ESI (a copy of which is available upon request) and the remedies set forth therein, and (C) UM Company will indemnify Sponsor for third party claims caused by the UM Company's negligence or willful misconduct in providing the appeal services. (e) External Review Services. ESI will not conduct any external review services (as defined in the Patient Protection and Affordable Care Act of 2010 and its implementing regulations ("PPACA")); provided, however, Sponsor may elect to have UM Company facilitate the provision of external review services through UM company contracted IROs (as such term is defined in PPACA), for the fees set forth on Exhibit A below (if applicable). Sponsor must execute a standard ESI "External Appeals Services" Set-Up Form, which may be requested through ESI Account Management, in order to receive such services from UM Company. In the event that Sponsor elects to utilize UM Company to facilitate the provision of external review services through UM Company contracted TROs, UM Company will be responsible for facilitating all such appeals (and the IROs will be responsible for providing all such appeals) in accordance with PPACA and all other applicable federal and state laws, and Sponsor hereby acknowledges and agrees that. (i) UM Company (with respect to facilitating the external reviews) and the IROs (with respect to performing the external reviews), and not ESI, will be providing external review services; UM Company is an independent contractor of ESI; the IROs are independent contractors of UM Company and not ESI; and ESI does not in any way control or direct either UM Company or the TROs with respect to facilitation or performance of external review services provided by each respectively. (ii) ESI represents to Sponsor that UM Company has contractually agreed that: (A) UM Company will facilitate all external review services in accordance with PPACA and all other applicable federal and state laws; (B) UM Company will contractually require its contracted IROs to perform all external reviews in accordance with PPACA and all other applicable federal and state laws; (C) to the extent not prohibited by law, UM Company will indemnify, defend and hold Sponsor harmless from and against any and all losses, damages, injuries, causes of action, claims, demands and expenses (including reasonable attorney's fees, costs and expenses), arising out of, resulting from, or related to any act, omission or default by the IROs in their performance of the external reviews; and (D) Sponsor has third party beneficiary rights to enforce the preceding indemnification and hold harmless provision. (f) Call Center. ESI will provide 24-hours a day, 7-days a week toll-free telephone, IVR and Internet support to assist Sponsor, Sponsor's agents and Members with Member eligibility and benefits verification, location of Participating Pharmacies or other related Member concerns. 2.4 Formulary Support and Rebate Management. (a) Formulary Adherence and Clinical Programs. ESI may provide clinical, safety, adherence, and other like programs as appropriate. The Clinical Addendum described in Exhibit A-2 sets forth certain available 7 219922.1 VIA adherence, clinical, safety and/or trend programs that require additional fees hereunder. ESI will not implement any program for which Sponsor may incur an additional fee without Sponsor's prior written approval and election of such program. (b) Rebate Program. Subject to the remaining terms of this Agreement, ESI will pay to Sponsor the amounts set forth on Exhibit A. 2.5 Program Operations. (a) Reporting. ESI will make available to Sponsor EST's on-line standard management information reporting applications. Upon Sponsor's request, ESI may develop special reporting packages or perform custom programming at ESI's standard hourly rate for such services, as set forth in Exhibit A. (b) Claims Data. i (i) Claims Data Retention. ESI will retain Sponsor's claims data for a total of ten (10) years from the date the prescription is filled. Thereafter ESI will dispose of such data in accordance with its standard policies and practices and applicable state and federal law. Disposition of PHI shall be in accordance with the Business Associate Agreement. (ii) Claims Data to Vendors. Upon Sponsor's written request and at no additional charge, ESI will provide regular prescription claims data in ESI's standard format(s) to Sponsor's vendors ("Vendors") for disease management, flexible savings account and other "payment," "treatment" and "healthcare operations" purposes (as defined under HIPAA). Requests for retrieval of data beyond thirty (30) months are subject to the hourly custom programming charge set forth in Exhibit A. (iii) De-Identified Claims Data. ESI or its affiliates may use and disclose both during and after the term of this Agreement the anonymized claims data (de-identified in accordance with HIPAA) including drug and related medical data collected by ESI or provided to ESI by Sponsor for research; provider profiling; benchmarking, drug trend, and cost and other internal analyses and comparisons; clinical, safety and/or trend programs; ASES; or other business purposes of ESI or its affiliates, in all cases subject to applicable law. (c) Sponsor Audits. Provided that this Agreement has been duly executed by Sponsor and Sponsor is current in the payment of invoices under this Agreement, Sponsor may, upon no less than thirty (30) days prior written request, audit ESI's provision of services hereunder, the scope of which shall be to verify compliance with the financial terms of this Agreement, on an annual basis consistent with the Audit Protocol set forth in Exhibit B. Sponsor may use an independent third party auditor("Auditor"), so long as such Auditor is not engaged in providing services for Sponsor or otherwise that conflict with the scope or independent nature of the audit (as determined by ESI acting reasonably and in good faith), and provided that Sponsor's Auditor executes a mutually acceptable confidentiality agreement. Any request by Sponsor to permit an Auditor to perform an audit will constitute Sponsor's direction and authorization to ESI to disclose PHI to the Auditor. (d) Performance Standards. ESI will conform to the performance standards set forth on Exhibit E hereto. The payments set forth in Exhibit E will be Sponsor's sole monetary remedy for any failure by ESI to meet a performance standard in addition to any correction or reimbursement associated with payment or billing errors. 2.6 Pharmacy Management Funds ("PMF"). (a) ESI will provide up to $8.00 per Commercial Member implemented as of the Effective Date, not to exceed $73,000 for the Commercial line of business, to reimburse the actual, fair market value of: (i) expense items and services related to transitioning, administering, and implementing the pharmacy benefit initially and throughout the term, such as, custom ID Cards, IT programming, custom formulary letters, member communications, and benefit set-up quality assurance; and/or (ii) mutually agreed upon expense items and services related to implementation of additional clinical or other similar programs provided by ESI throughout the Term; in either case subject to submission of adequate documentation to support reimbursement within 180 days of incurring the applicable expense. Both Sponsor and ESI (upon agreement from Sponsor) may use the 8 219922.1 i i PMF to cover the fair market value of expenses for projects requiring joint resources. All reimbursement under the PMF is subject to ESI's standard PMF business practices for all clients. (b) Sponsor represents and warrants that: (i) it will only request reimbursement under the PMF for its actual expenses incurred in transitioning, administering, and implementing the pharmacy benefit managed by ESI hereunder, and/or the additional clinical or other similar program provided by ESI throughout the Term-, (ii) that the applicable service, item or program was actually performed or provided-, (iii) the amount of the reimbursement is equal to or less than the reasonable fair market value of the actual expenses incurred by Sponsor; (iv) it will notify and disclose the amount and the terms of any PMF reimbursements to Members and other third parties to the extent required by applicable laws and regulations. In addition, if the Sponsor and the Plan are subject to ERISA, Sponsor represents and warrants that it will only request reimbursement under the PMF for items or services for which Sponsor, in the absence of the PMF, would be allowed reimbursement from the Plan (i.e., not"settlor functions"). (c) Sponsor shall comply with all applicable federal and state requirements, including, but not limited to, all applicable federal and state reporting requirements with respect to any expense, item or service reimbursed under this Section 2.6. ESI reserves the right to periodically audit the books and records of Sponsor on-site, during normal business hours and after giving reasonable advance notice, for the purposes of verifying Sponsor's compliance with the PMF requirements set forth in this Agreement. (d) ESI intends to amortize the PMF over the Initial Term of the Agreement on a straight-line basis. In the event of a termination of this Agreement for any reason other than ESI's uncured material breach prior to the expiration of the Initial Term, Sponsor will reimburse ESI an amount equal to any paid but unamortized portion of the PMF. Reimbursement to ESI by Sponsor pursuant to this Section will not be in lieu of any other rights or remedies ESI may have in connection with the termination of this Agreement, including monetary or other damages. PMF reimbursements shall not be paid prior to the Effective Date of this Agreement and are not payable until this Agreement is executed. Sponsor will have no right to interest on, or the time value of, any PMF, and unused funds shall be retained by ESI. ARTICLE III - FEES; BILLING AND PAYMENT 3.1 Fees. In consideration of the PBM Services provided by ESI, Sponsor will pay the applicable claims reimbursement amounts ("Claims Reimbursements") and other administrative fees ("Administrative Fees") pursuant to the terms set forth on Exhibit A ("Claims Reimbursements," "Administrative Fees" and any other charge or fee that is the responsibility of Sponsor as may be described elsewhere in this Agreement are hereinafter referred to collectively as "Fees"). ESI may use any excess achieved in any guarantee offered pursuant to this Agreement to make up for, and offset, a shortfall in any other, guarantee set forth in this Agreement. 3.2 Billing and Payment. (a) Billing. ESI will invoice Sponsor weekly for all applicable Fees. (b) Payment. Sponsor will pay ESI by wire, ACH transfer or pre-authorized debit within two (2) days from the date of Sponsor's receipt of each ESI invoice. Sponsor will be responsible for all costs of collection, and agrees to reimburse ESI for such costs and expenses, including reasonable attorneys' fees. All amounts not paid by the due date thereof will bear interest at the rate of 1.5% per month or, if lower, the highest interest rate permitted by law. In addition to any rights under Section 6.2, ESI may apply Rebate amounts otherwise owed to Sponsor against any unpaid Fees. (c) Deposit. If, at anytime: (i) Sponsor has two or more invoices past due and outstanding, or (ii) ESI has reasonable grounds to believe Sponsor may be delinquent in payment of fees based on Sponsor's financial data (e.g., persistent negative cash flow, bankruptcy or insolvency), ESI may require that the Sponsor provide to ESI a deposit in an amount equal to the average of the last three (3) months of billing history as the basis for determining the one (1) month deposit amount or, if three (3) months billing history is not available, the most recent month of billing history as the basis. ESI will retain the deposit until the earlier of termination of this Agreement (following any run-off period), or six (6) consecutive months of timely payments of all Fees following submission of the deposit, and may apply the deposit to delinquent fees until return of the deposit. 9 219922.1 i 3.3 Third Party Commissions. Sponsor hereby directs and authorizes ESI to facilitate the payment of a quarterly commission of$3.11 PMPM for year one and $1.50 PMPM for years two and three for the EGWP line of business, and $0.92 per Prescription Drug Claim for the Commercial line of Business, to Premier Consulting Associates ("Consultant") on behalf of Sponsor for the consultant and related services Consultant provides to Sponsor. ESI agrees to facilitate the commissions subject to the following: (a) Sponsor has executed this Agreement, and Sponsor is current in its payment obligations to ESI. ESI understands that Sponsor may direct ESI to cease paying commissions, and Sponsor shall hold ESI harmless with respect to any dispute between Sponsor and Consultant regarding the commissions if ESI has paid such commission in accordance with the terms above. (b) Sponsor hereby confirms that the commissions are fair and reasonable, commensurate with other standard commissions in the industry and not in violation of any law or regulation. ESI will not pay per prescription commissions on Medicare subsidy utilization. (c) No per prescription commissions under this section shall be paid with respect to members of Sponsor's Medicare employer group waiver plans, if any. ARTICLE IV— HIPAA; CONFIDENTIAL INFORMATION 4.1 HIPAA. The parties agree that as relates to use and disclosure of PHI, electronic transaction standards and security of electronic PHI under the Health Insurance Portability and Accountability Act of 1996, as amended, they are subject to the terms of the Business Associate Agreement set forth in Exhibit C. Notwithstanding the foregoing, the parties acknowledge that in providing services to Members, ESI Specialty Pharmacy and the Mail Service Pharmacy are acting as separate health care provider covered entities under HIPAA and not as business associates to the Plan covered by the Business Associate Agreement. In providing services, ESI Specialty Pharmacy and the Mail Services Pharmacy shall abide by all HIPAA requirements applicable to covered entities and shall safeguard, use and disclose Member PHI accordingly. 3 4.2 Confidential Information. (a) Each party agrees that the terms of this Agreement and information of the other party, including, but not limited to the following, will constitute confidential and proprietary information ("Confidential Information"): (i) with respect to ESI: ESI's reporting and other web-based applications, eligibility and adjudication systems, system formats and databanks (collectively, "ESI's Systems"), clinical or formulary management operations or programs, fraud, waste and abuse tools and programs, anonymized claims data (de- identified in accordance with HIPAA); ESI Specialty Pharmacy and Mail Service Pharmacy data; information and contracts relating to Rebates and Manufacturer Administrative Fees, prescription drug evaluation criteria, drug pricing information, and Participating Pharmacy agreements; and (ii) with respect to Sponsor: Participating Pharmacy Sponsor and Member identifiable health information and data, Eligibility Files, Set-Up Form information, business operations and strategies. Neither party will use the other's Confidential Information, or disclose it or this Agreement to any third party (other than Sponsor attorneys and accountants), at any time during or after termination of this Agreement, except as specifically contemplated by this Agreement or upon prior written consent, which will not unreasonably be withheld. Upon termination of this Agreement, each party will cease using the other's Confidential Information, and all such information will be returned or destroyed upon the owner's direction. Confidential Information does not include information which is or becomes generally available to the public, was within the recipient's possession or knowledge prior to its being furnished to the recipient pursuant to this Agreement, or is independently developed by the recipient under circumstances not involving a breach of this Agreement. (b) Sponsor will not, and will not permit any third party acting on Sponsor's behalf to, access, attempt to access, test or audit ESI's Systems or any other system or network connected to ESI's Systems. I Without limiting the foregoing, Sponsor will not: access or attempt to access any portion or feature of ESI's Systems, by circumventing ESI's Systems access control measures, either by hacking, password "mining" or any other means; or probe, scan, audit or test the vulnerability of ESI's Systems, nor breach the security or authentication measures of ESI's Systems. ARTICLE V- COMPLIANCE WITH LAW; FIDUCIARY ACKNOWLEDGEMENTS; FINANCIAL DISCLOSURE 10 219922.1 5.1 Compliance with Law; Change in Law. Each party shall be responsible for ensuring its compliance with any laws and regulations applicable to its business, including maintaining any necessary licenses and permits. Sponsor shall be responsible for any governmental or regulatory charges and taxes imposed upon or related to the services provided hereunder. With respect to any Plan that is subject to the provisions of ERISA, the Sponsor or the plan sponsor shall ensure that its activities in regard to such program are in compliance with ERISA, and shall be responsible for disclosing to Members any and all information relating to the Plan and this Agreement as required by law to be disclosed, including any information relating to Plan coverage and eligibility requirements, commissions, rebates, discounts, or provider discounts referred to in Section 5.3 hereof. If there is a new or change in federal or state laws or regulations or the interpretation thereof, or any government, judicial or legal action that, among other things, materially burdens ESI, requires ESI to increase payments or shorten payment times for Covered Drugs to Participating Pharmacies, or materially changes the scope of services hereunder (a "Change in Law"), then there shall be an appropriate modification of the services, reimbursement rates, Administrative Fees and/or Rebates hereunder. If the parties cannot agree on a modification or adjusted fee or rates, then either party may terminate the Agreement on thirty (30) days prior written notice to the other. 5.2 Fiduciary Acknowledgements. ESI offers pharmacy benefit management services, products and programs ("PBM Products") for consideration by all clients, including Sponsor. The general parameters of the PBM Products, and the systems that support these products, have been developed by ESI as part of ESI's administration of its business as a PBM. The parties agree that they have negotiated the financial terms of this Agreement in an arm's-length fashion. Sponsor acknowledges and agrees that, except for the limited purpose set forth in Section 2.3(c), neither it nor the Plan intends for ESI to be a fiduciary (as defined under ERISA or state law) of the Plan, and, except for the limited purpose as set forth in Section 2.3(c), neither will name ESI or any of ESI's wholly-owned subsidiaries or affiliates as a "plan fiduciary." Sponsor further acknowledges and agrees that neither ESI nor any of ESI's wholly-owned subsidiaries or affiliates: (a) have any discretionary authority or control respecting management of the Plan's prescription benefit program, except as set forth in Section 2.3(c), or(b) exercise any authority or control respecting management or disposition of the assets of the Plan or Sponsor. Sponsor further acknowledges that all such discretionary authority and control with respect to the management of the Plan and plan assets is retained by Sponsor or the Plan. Upon reasonable notice, ESI will have the right to terminate PBM Services to any Plan (or, if applicable, Members) located in a state requiring a pharmacy benefit manager to be a fiduciary to Sponsor, a Plan, or a Member in any capacity. 5.3 Disclosure of Certain Financial Matters. In addition to the Administrative Fees paid to ESI by Sponsor, ESI and ESI's wholly-owned subsidiaries or affiliates derive revenue in one or more of the ways as further described in the Financial Disclosure to ESI PBM Clients set forth in Exhibit D hereto ("Financial Disclosure"), as updated by ESI from time to time. Unlike the Administrative Fees, the revenues described in the Financial Disclosure are not direct or indirect compensation to ESI from Sponsor for services rendered to Sponsor or the Plan under this Agreement. In negotiating any of the fees and revenues described in the Financial Disclosure or in this Agreement, ESI and ESI's wholly-owned subsidiaries and affiliates act on their own behalf, and not for the benefit of or as agents for Sponsor, Members or the Plan. ESI and EST's wholly-owned subsidiaries and affiliates retain all proprietary rights and beneficial interest in such fees and revenues described in the Financial Disclosure and, accordingly, Sponsor acknowledges that neither it, any Member, nor the Plan, has a right to receive, or possesses any beneficial interest in, any such fees or revenues; provided, that ESI will pay Sponsor amounts equal to the amounts expressly set forth on Exhibit A. ARTICLE VI -TERM AND TERMINATION; DEFAULT AND REMEDIES 6.1 Term. (a) This Agreement will commence effective as of March 1, 2016 ("Effective Date"), and will continue for a period of three (3) years ("Initial Term"), and may be terminated earlier or extended in accordance with the terms of Section 6.2 below. Subsequently, this Agreement be renewed, upon mutual agreement of the parties, for three (3) additional periods of one (1) year each. (b) Not less than ninety (90) days prior to the end of the Initial Term or any renewal term of this Agreement either party may notify the other party in writing that it desires to terminate this Agreement effective as of the end of the then current term. 11 219922.1 I I 6.2 Termination. (a) Without Cause. Sponsor may terminate this Agreement for any reason or for no reason upon thirty (30) days prior written notice of such termination to the other party. In the event of a termination without cause, Sponsor shall pay ESI all compensation earned to the date of termination. (b) Breach or Default. Either party may give the other written notice of a material, substantial and { continuing breach of this Agreement. If the breaching party has not cured said breach within thirty (30) days from the date such notice was sent, this Agreement may be terminated at the option of the non-breaching party. If the amount of time commercially reasonable for the breach to be cured is longer than thirty (30) days, this Agreement may not be terminated by the non-breaching party pursuant to this provision until such commercially reasonable period of time has elapsed; provided, however, that in no event will such period exceed sixty (60) days. If the termination shall be for breach of this Agreement by the ESI, Sponsor shall pay all compensation earned prior to the date of termination minus any damages and costs incurred by the Sponsor as a result of the breach. Notwithstanding the above, ESI shall not be relieved of liability to Sponsor for damages sustained by the Sponsor as a result of any breach of this Agreement by ESI. Sponsor may, in such event, withhold payments due to the ESI for the purpose of set-off until such time as the exact amount of damages due to Sponsor is determined. The rights or remedies provided for herein shall not limit Sponsor, in case of any default by the ESI, from asserting any other right or remedy allowed by law, equity, or by statute. (c) Non-PaVment. Notwithstanding anything to the contrary herein, ESI (and its wholly-owned subsidiaries) may terminate or suspend their performance hereunder and cease providing or authorizing provision of Covered Drugs to Members upon forty-eight (48) hours written notice if Sponsor fails to pay ESI or provide a deposit, if required, in accordance with the terms of this Agreement. ESI attempts collection through written and verbal communications with Sponsor prior to sending the notice described herein. i (d) Obligations Upon Termination. Upon notice of termination of this Agreement, the parties will mutually develop a run-off plan providing for: (i) Sponsor notification to Members of the timing of any transition to a successor pharmacy benefit manager at least thirty (30) days prior to the effective date of such termination; (ii) ESI provision of open Mail Service Pharmacy refill files and standard claims data and PA files for transition to the successor pharmacy benefit manager in accordance with then existing industry protocol; and (iii) whether Sponsor elects for ESI to process Participating Pharmacy or Member Submitted Claims for prescriptions filled during the Term but filed with ESI after the effective date of termination ("Termination Date"). Sponsor will continue to pay ESI in accordance with this Agreement for any Fees for PBM Services provided during the term and any run-off period. ESI will continue filing for Rebates for claims incurred prior to the Termination Date and will, subject to final reconciliation of any outstanding amounts owed by Sponsor to ESI, pay Sponsor Rebates for such claims in accordance with the Rebate payment schedule set out herein. Notwithstanding anything in this Agreement to the contrary, ESI shall not be obligated to provide post-transition services following the transition to the successor pharmacy benefit manager and conclusion of the run-off period, including, but not limited to, the provision of continued data reporting, reporting, consultation, or analysis. 6.3 Remedies. (a) Remedies Not Exclusive. A party's right to terminate this Agreement under Article VI will not be exclusive of any other remedies available to the terminating party under this Agreement or otherwise, at law or i in equity. (b) Force Majeure. Neither party will lose any rights under this Agreement or be liable in any s manner for any delay to perform its obligations under this Agreement that are beyond a party's reasonable control, including, without limitation, any delay or failure due to riots, earthquakes, storms, floods or other extreme weather conditions, fires, acts of terrorism, epidemics, embargoes, war or other outbreak of hostilities, government acts or regulations, the failure or inability of carriers, suppliers, or telecommunications providers to provide services necessary to enable a party to perform its obligations hereunder, or any other reason where failure to perform is beyond the party's reasonable control, and is not caused by the negligence, intentional conduct or misconduct of the defaulting party; provided, however, that this clause may not be invoked to excuse 12 219922.1 I a party's.payment obligations hereunder. ESI represents that it maintains and continually updates a business continuity plan designed to mitigate any disruption to the services provided by ESI under this Agreement. (c) Limitation of Liability. Except for the indemnification obligations set forth in Section 6.3(d), each party's liability to the other hereunder will in no event exceed the actual proximate losses or damages caused by breach of this Agreement. In no event will either party or any of their respective affiliates, directors, employees or agents, be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, or any damages for lost profits relating to a relationship with a third party, however caused or arising, whether or not they have been informed of the possibility of their occurrence. (d) Indemnification. (i) In addition to any indemnification obligations set forth in the Business Associate Agreement, ESI will indemnify and hold Sponsor harmless from and against any loss, cost, damage, expense or other liability, including, without limitation, reasonable costs and attorney fees ("Costs") incurred in connection with any and all third party claims, suits, investigations or enforcement actions ("Claims") which may be asserted against, imposed upon or incurred by Sponsor and arising as a result of (A) EST's negligent acts or omissions or willful misconduct (including those of the Mail Service 9 Pharmacy and ESI Specialty Pharmacy), or(B) ESI's breach of this Agreement. (ii) Sponsor will indemnify and hold ESI harmless from and against any Costs for Claims which may be asserted against, imposed upon or incurred by ESI and arising as a result of (A) Sponsor's negligent acts or omissions or willful misconduct, benefit design and coverage decisions, or breach of this Agreement, or (B) any improper use Sponsor, an Auditor or Vendor may make of PHI or ESI System access provided to such party. (iii) As a condition of indemnification, the party seeking indemnification will notify the indemnifying party in writing promptly upon learning of any Claim for which indemnification may be sought hereunder, and will tender the defense of such claim to the indemnifying party. No party will be obligated to indemnify the other with respect to any claim settled without the written consent of the other. 6.4 Survival. The parties' rights and obligations under the Sections 2.5, Articles III, IV and V; and Sections 6.2(c), 6.3, 6.4, 7.2, 7.3, 7.4 and 7.6 will survive the termination of this Agreement for any reason. ARTICLE VII — MISCELLANEOUS 7.1 Liability Insurance. Each party will maintain such policies of general liability, professional liability and other insurance of the types, including self-insurance, and in amounts customarily carried by their respective businesses. Proof of such insurance will be available upon request. ESI agrees, at its sole expense, to maintain during the term of this Agreement or any renewal hereof, commercial general liability insurance, pharmacists professional liability insurance for the Mail Service and ESI Specialty Pharmacy pharmacies, and managed care liability with limits, excess of a self-insured retention, in amounts of not less than $5,000,000 per occurrence and in the aggregate. ESI does not maintain liability insurance on behalf of any Participating Pharmacy, but does contractually require such pharmacies to maintain a minimum amount of commercial liability insurance or, when s deemed acceptable by ESI, to have in place a self-insurance program s 7.2 Notice. Any notice or document required or permitted to be delivered pursuant to this Agreement must be in writing and will be deemed to be effective upon mailing and must be either (a) deposited in the United States Mail, postage prepaid, certified or registered mail, return receipt requested, or (b) sent by recognized overnight delivery service, in either case properly addressed to the other party at the address set forth below, or at such other address as such party will specify from time to time by written notice delivered in accordance j herewith: Express Scripts, Inc. Attn: President 1 One Express Way St. Louis, Missouri 63121 With copy to Legal Department 13 219922.1 i Fax No. (800) 417-8163 l ` CITY OF BUFFALO Attn: President 65 Niagara Square Buffalo, New York 14220 7.3 Independent Parties. No provision of this Agreement is intended to create or will be construed to create any relationship between ESI and Sponsor other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Neither party, nor any of their respective representatives, will be construed to be the partner, agent, fiduciary, employee, or representative of the other and neither party will have the right to make any representations concerning the duties, obligations or services of the other except as consistent with the express terms of this Agreement or as otherwise authorized in writing by the party about which such representation is asserted. 7.4 Assignment and Subcontracting. Sponsor may assign this Agreement upon first obtaining ESI's written consent, which consent will not be unreasonably withheld following a standard credit review of the proposed assignee. Sponsor acknowledges and agrees that ESI may perform certain services hereunder (e.g., mail service pharmacy and specialty pharmacy services) through one or more ESI subsidiaries, affiliates, or designees. ESI is responsible and liable for the performance of its subsidiaries and affiliates in the course of their performance of any such service. To the extent that ESI subcontracts any PBM Service under this Agreement to a third party, ESI is responsible and liable for the performance of any such third party. In addition, ESI may contract with third party vendors to provide information technology support services and other ancillary services, which services are not PBM Services hereunder, but rather are services that support EST's conduct of its business operations. This Agreement will be binding upon, and inure to the benefit of and be enforceable by, the respective successors and permitted assigns of the parties hereto. 7.5 Integration; Amendments. This Agreement and any Exhibits hereto constitute the entire understanding of the parties hereto and supersedes any prior oral or written communication between the parties with respect to the subject matter hereof. If there is a separate Business Associate Agreement between the parties, such an agreement will be incorporated herein for all applicable purposes. No modification, alteration, or waiver of any term, covenant, or condition of this Agreement will be valid unless in writing and signed by the parties or the agents of the parties who are authorized in writing, except as may be otherwise permitted pursuant to the terms and conditions of this Agreement or any Exhibit hereto. 7.6 Applicable Law. The laws of the State of New York shall govern all interpretations of this Agreement, and the appropriate venue and jurisdiction for any litigation which may arise thereunder will be in those courts located within the County of Erie, State of New York, regardless of the place of business, residence or incorporation of ESI. Each party agrees that all claims and matters shall be heard and determined in any such court and each party waives any right to object to such filing on venue, forum non-convenient or similar grounds. Further, all proceedings, meetings, depositions and the like shall be held in Buffalo, New York. 7.7 Waiver. The failure of either party to insist upon the strict observation or performance of this Agreement or to exercise any right or remedy will not be construed as a waiver of any subsequent breach of this Agreement or impair or waive any available right or remedy. 7.8 Trademarks. Each party acknowledges each other party's sole and exclusive ownership of its ' respective trade names, commercial symbols, trademarks, and servicemarks, whether presently existing or later established (collectively "Marks"). No party shall use the other party's Marks in advertising or promotional materials or otherwise without the owner's prior written consent. 7.9 Taxes and Assessments. Any applicable sales, use, excise, or other similarly assessed and administered tax, surcharge, or fee imposed on items dispensed, or services provided hereunder, or the fees or revenues generated by the items dispensed or services provided hereunder, or any other amounts ESI or one or more of its subsidiaries or affiliates may incur or be required to pay arising from or relating to EST's or its, j subsidiaries' or affiliates' performance of services as a pharmacy benefit manager, third-party administrator, or otherwise in any jurisdiction, will be the sole responsibility of Sponsor or the Member. If ESI is legally obligated to collect and remit, or to incur or pay, any such sales, use, excise, or other similarly assessed and administered tax, surcharge, or fee in a particular jurisdiction, such amount will be reflected on the applicable invoice or 14 219922.1 I a �\ subsequently invoiced at such time as ESI becomes aware of such obligation or as such obligation becomes due. ESI reserves the right to charge a reasonable administrative fee for collection and remittance services provided on behalf of Sponsor. 7.10 Third Party Beneficiary Exclusion. This Agreement is not a third party beneficiary contract, nor will this Agreement create any rights on behalf of Members as against ESI. Sponsor and ESI reserve the right to amend, cancel or terminate this Agreement without notice to, or consent of, any Member. 7.11 Authority to Contract. Sponsor hereby represents and warrants that it has obtained due and proper authority to enter into this Agreement through its governing body. 7.12 Open Records Requests. ESI acknowledges that Sponsor, as a government.agency, may be subject to applicable freedom of information or open records laws and must, upon request, disclose such materials as are covered by and not exempted from such laws. Pursuant to Section 4.2 hereof, Sponsor acknowledges that certain information contained herein or subject to this Agreement is proprietary and confidential to ESI and shall be exempt from that Act to the fullest extent permitted by law. Sponsor agrees to give ESI notice and the minimum statutory or regulatory period of time to oppose, request redactions or limitations on any disclosures under a third party freedom of information or open records request pertaining to this Agreement or any proposal related hereto. This provision shall survive termination of the Agreement. Sponsor is subject to the provisions of Article 6 Section 89 of New York State Public Officer's Law, entitled the Freedom of Information Law. All proposals, in their entirety, submitted in response to Sponsor's Request for Proposal shall constitute a record subject to public disclosure pursuant to the Freedom of Information Law. SPONSOR DOES NOT ASSUME ANY RESPONSIBILITY WHATSOEVER TO ESI IN THE DISCLOSURE OF RECORDS PURSUANT TO THE FREEDOM OF INFORMATION LAW, COURT ORDER, OR ANY OTHER METHOD OF DISCLOSURE PROVIDED FOR UNDER THE LAW. i 7.13 Non-Discrimination. ESI shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, sex, national origin, affection preference, disability, age, marital status or status with regard to public assistance or as a disabled veteran or veteran of the Vietnam era. Such prohibition against discrimination shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. ESI shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Sponsor, setting forth this nondiscrimination clause. In addition, ESI shall, in all solicitations or advertisements for employees placed by or on behalf of ESI state that all qualified applicants will receive consideration for employment without regard to race, creed, religion, ancestry, sex, national origin, affectional preference, disability, age, marital status or status with regard to public assistance or status as disabled veteran or veteran of the Vietnam era, and comply in all other applicable aspects with the requirements the Buffalo City Code and Ordinances. 7.14 Americans with Disabilities Act Compliance. ESI shall abide by the regulations of the Americans with Disabilities Act of 1990 (ADA) which prohibits discrimination against individuals with disabilities. ESI shall not discriminate against any employee or applicant for employment because of their disability and will take affirmative action to ensure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, promotion, demotion, transfer, recruitment or recruitment advertising, layoff, discharge, compensation and fringe benefits, classification, referral and training. ESI shall provide qualified applicants and employees with disabilities with reasonable accommodation that does not impose undue hardship. ESI shall post in a conspicuous place, accessible to employees and applicants, I notices of their policy on non-discrimination. In the event of ESI's noncompliance with the non-discrimination clauses of the contract, this Agreement may be canceled, terminated, or suspended, in whole or in part, and ESI may be declared ineligible by the Buffalo Common Council from any further participation in Sponsor's contracts in addition to other remedies as provided by law. 7.15 Performance Monitoring. Sponsor will monitor the performance of ESI against goals and performance standards required herein. Substandard performance as determined by Sponsor will constitute non-compliance 15 219922.1 I with this Agreement. If action to correct such substandard performance is not taken by ESI within a reasonable period of time after being notified by Sponsor, termination procedures will, at the sole discretion of the Sponsor, be initiated. All work submitted ESI shall be subject to the approval and acceptance by Sponsor or its designee(s). Sponsor or its designee(s) shall review each portion of the work when certified as complete and submitted by ESI and shall inform the ESI of any apparent deficiencies, defects, or incomplete work, at any stage of the project. 7.16 Publicity. All publicity (including, but not limited to, news releases, news conferences, and commercial advertising) relating to Sponsor's Request for Proposals and/or the services or products solicited therein and/or this Agreement shall require the prior written approval of Sponsor. 7.17 New York State Executory Clause. This Agreement shall be deemed executory only to the extent of monies appropriated and available for the purpose of the contract, and no liability on account thereof shall be incurred by Sponsor, beyond the amount of such monies. Neither the full faith and credit nor the taxing powers of Sponsor are pledged to the payment of any amount due or to become due under this Agreement. It is understood that neither this Agreement nor any representation by any public employee or officer creates any legal or moral obligation to appropriate or make monies available for the purpose of the contract. If sufficient appropriations are not made, either party may terminate the agreement. 7.18 Copyright and Patent Rights. ESI warrants that there are no existing claims of violation and it has no knowledge of any potential claims of violation of copyrights or patent rights in products being provided under this Agreement as of the Effective Date. ESI shall indemnify and defend Sponsor in any claim or action brought against Sponsor based upon a claim that the software or hardware provided by ESI violated any copyright or patent rights. 7.19 Acquisition or Change in Ownership. ESI agrees that it will notify Sponsor one hundred and eighty (180) days prior to any acquisition agreement in the case that ESI ceases to operate under its current organizational structure. Furthermore, ESI agrees that any such event would qualify as a terminable event in any future agreement and will be grounds for immediate review and or potential termination or modification of this Agreement. 7.20 EGWP Addendum. The parties agree to comply with the terms and conditions of the EGWP Addendum attached hereto as Exhibit F. IN WITNESS WHEREOF, the undersigned have executed this Pharmacy Benefit Management Agreement as of the day and year below set forth. EXPRESS SCRIPTS, INC. CITY OF BUFFALO By: By: Printed Name: Printed Name: Title: Title: Date: Federal ID Number: Date: i i i i I 16 219922.1 �I EXHIBIT A a PHARMACY PROGRAM FEES ESI shall be Sponsor's exclusive provider of PBM Services for Sponsor's Plans offering a prescription benefit. The financial terms set forth in Exhibit A are conditioned on such exclusive arrangement and all other specified conditions expressly incorporated in such exhibits; including, but not limited to the adoption by Sponsor of the specified network, qualifying co-payment structures, Formulary, a minimum of 9,000 Commercial Members and 2,500 EGWP Members implemented on the Effective Date of this Agreement, no Members in a 100% co-payment plan, and no greater than ten percent of total utilization for all Plans attributable to a consumer driven health plan (CDHP). In the event one or more of the following occurs (whether between the date of the Cost Proposal and the Effective Date, or during the Term), ESI will have the right, upon notice, to make an equitable adjustment to the rates, Administrative Fees and/or Rebates, solely as necessary to return ESI to its contracted economic position as of the effective date of such event: (a) There is a material change in: (i) the conditions or assumptions stated in this.Agreement; or (ii) the size, demographics or gender distribution of Sponsor's Membership compared to data provided by Sponsor; and/or (b) Sponsor changes its Formulary, benefit designs, implements OTC plans, clinical or trend programs or otherwise takes an action that has the effect of lowering the amount of Rebates earned hereunder or materially impacting any guarantee; and/or (c) Sponsor elects to use on-site clinics or pharmacies to dispense prescription drugs to Members which materially reduces Rebates and/or the number of Covered Drug claims submitted on-line, and/or (d) More than 5% of claims are incurred in Massachusetts, Hawaii, Alaska, or Puerto Rico; and/or (e) Rebate revenue is materially decreased because Brand Drugs move off-patent to generic status or due to a Change in Law. -- Exhibit A includes the following: Exhibit A-1-A Commercial Pharmacy Reimbursement Rates Exhibit A-1-13 EGWP Pharmacy Reimbursement Rates Exhibit A-2 Administrative and Clinical Program Fees Exhibit A-3 Rebates— Non-Specialty Products Exhibit A-4 j Rebates—Specialty Products I 17 219922.1 i i I Exhibit A-1-A Commercial Pharmacy Reimbursement Rates I. Annual Average Ingredient Cost Discount Guarantees (Does Not Apply to Specialty Products) Brand Generic Participating Pharmacy ESI National Plus Network AWP-17.25% (1-83 Days'Supply) AWP-78.25% Participating Pharmacy ° i (84-90 Days'Supply)(') AWP-21.00/° Mail Service Pharmacy AWP- 24.50% AWP-83.50% a (1)Certain Participating Pharmacies have agreed to participate in the extended (84—90) day supply network("Maintenance Network")for maintenance drugs. Pricing in the 84—90 Days'Supply column in the table set forth above is applicable only if Sponsor implements a plan design that requires Members to fill such days' supply at a Maintenance Network Participating Pharmacy(i.e., Sponsor must implement a plan design whereby Members who fill extended days'supply prescriptions at a Participating Pharmacy other than a Maintenance Network Participating Pharmacy do not receive benefit coverage under the Plan for such prescription). If no such plan design is implemented, the pricing for such days' supply will be the same as for Prescription Drug Claims for less than an 84 days'supply, and pricing for an 84—90 days'supply in the table set forth above shall not apply,even if a Maintenance Network Participating Pharmacy is used. Subject to annual reconciliation of the above average guarantees, Sponsor will pay to ESI on a per Prescription Drug Claim basis amounts determined pursuant to the following, net of applicable Copayments: Participating Pharmacy- Brand: The lesser of the Ingredient Cost Charge or U&C plus the applicable dispensing fee Participating Pharmacy- Generic: The lesser of the Ingredient Cost Charge, MRA, or U&C plus the applicable dispensing fee Mail Service Pharmacy-Brand: The Ingredient Cost Charge plus the applicable dispensing fee Mail Service Pharmacy - Generic: The lesser of the Ingredient Cost Charge or MRA plus the applicable dispensing fee A Member's Copayment charged for a Covered Drug will be the lesser of the applicable Copayment, Ingredient Cost Charge, or U&C. Applicable dispensing fees as well as additional per/Rx Administrative Fees, if any, are set forth in the table in Section II. below. Sales or excise tax or other governmental surcharge, if any, will be the responsibility of Sponsor. All compound Prescription Drug Claims shall be excluded from the average annual ingredient cost discount guarantees set forth in the table above and will be paid by Sponsor at the lesser of U&C or combined AWP plus applicable service fee for Participating Pharmacy. Application of the average annual ingredient cost discount guarantees set forth in the table above shall be subject to the following criteria and reconciliation provisions: 3 A. Guarantee Methodology. Notwithstanding anything in this Agreement to the contrary, the Generic average annual ingredient cost discount guarantees set forth above will include only those Prescription Drug Claims that processed to Sponsor for payment where the underlying prescription drug product was identified by Medi-Span as having a Multi-Source Indicator code identifier of"Y" on the date dispensed (or was identified by Medi-Span as having a Multi-Source 18 219922.1 I I Indicator identifier of an "M," °N," or "O" on the date dispensed, but was substituted and �J dispensed by the Mail Service Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. The Brand average annual ingredient discount guarantees set forth above will include only those Prescription Drug Claims that processed to Sponsor for payment where the underlying prescription drug product was identified by Medi-Span as having a Multi-Source Indicator code identifier of °M", "N", or "O" on the date dispensed (except in cases where the underlying prescription drug product was substituted and dispensed by the Mail Service Pharmacy as its "house generic"), unless such Prescription Drug Claim is otherwise excluded above. B. Guarantee Exclusions. Prescription Drug Claims for OTCs, compounds, Member Submitted Claims, Subrogation Claims, vaccines, Specialty Products, biosimilar products, long term care pharmacy claims, home infusion, I/T/U, IHS, and products filled through in-house or 340b pharmacies (if applicable) shall be excluded from the reconciliation of all guarantees. I C. Guarantee Calculation. Separately for each pricing component in the table above, the following calculation will be performed on an aggregated basis for all Prescription Drug Claims processed during the applicable contract year in order to reconcile against the average annual 1 ingredient cost discount guarantees set forth in the table above: 1 -(A/B) A= For Participating Pharmacy- Brand Prescription Drug Claims, the lesser of the Ingredient Cost Charge or U&C,and prior to application of Copayments For Participating Pharmacy- Generic Prescription Drug Claims, the lesser of the Ingredient Cost Charge, MRA,or U&C,and prior to application of Copayments For Mail Service Pharmacy - Brand Prescription Drug Claims, the Ingredient Cost Charge, and prior to application of Copayments For Mail Service Pharmacy- Generic Prescription Drug Claims, the lesser of the Ingredient Cost Charge or MRA,and prior to application of Copayments B = The actual AWP for the Covered Prescription D . Guarantee Reconciliation. Guarantees will be measured and reconciled on an annual basis within ninety (90) days of the end of each contract year. The above guarantees are annual guarantees - if this Agreement is terminated prior to the completion of the then current contract year (hereinafter, a "Partial Contract Year"), then the above guarantees will not apply for such Partial Contract Year. To the extent Sponsor changes its benefit design or Formulary during the term of the Agreement, the guarantee will be equitably adjusted if there is a material impact on the discount achieved. Subject to the remaining terms of this Agreement, ESI will pay the difference attributable to any shortfall between the actual result and the guaranteed result. II. Per Prescription Drug Claim Dispensing Fee Guarantees and Administrative Fees (Does Not Apply to Specialty Products). ESI National Plus Network Brand Generic i Participating Pharmacy Dispensing Fee/Rx $0.85 $0.85 (1-83 Days'Supply) 1 Participating Pharmacy Dispensing Fee/Rx $0.55 $0.55 (84-90 Days'Supply)0) Participating Pharmacy $0.00 $0.00 Administrative Fee/Rx 19 219922.1 I 1 iill lritiil�''' .ii,w x :F ti t6 11'Iyi ii� � i�i tl, I� � ( li iirl Ilii it I i q .ill ' I fi „I VP4 _i,i Lei i � 4. 4ru ilr, flIf ,tai .i ri G mr . Mail Service Pharmacy Dispensing Fee/Rx* $0.00 $0.00 Mail Service Pharmacy $0.00 $0.00 Administrative Fee/Rx *Dispensing Fee Guarantee are inclusive of shipping and handling. If carrier rates(i.e., U.S.mail and/or applicable commercial courier services)increase during the term of this Agreement,the Dispensing Fee Guarantee will be increased to reflect such increase(s). t't Certain Participating Pharmacies have agreed to participate in the extended (84—90) day supply network("Maintenance Network")for maintenance drugs. Pricing in the 84—90 Days' Supply column in the table set forth above is applicable only if Sponsor implements a plan design that requires Members to fill such days' supply at a Maintenance Network Participating Pharmacy(i.e., Sponsor must implement a plan design whereby Members who fill extended days'supply prescriptions at a Participating Pharmacy other than a Maintenance Network Participating Pharmacy do not receive benefit coverage under the Plan for such prescription). If no such plan design is implemented, the pricing for such days' supply will be the same as for Prescription Drug Claims for less than an 84 days'supply, and pricing for an 84—90 days'supply in the table set forth above shall not apply,even if a Maintenance Network Participating Pharmacy is used. Guarantee Exclusions. Prescription Drug Claims for OTCs,. compounds, Member Submitted Claims, Subrogation Claims, vaccines, Specialty Products, biosimilar products, long term care pharmacy claims, home infusion, I/T/U, IHS, and products filled through in-house or 340b pharmacies (if applicable) shall be excluded from the reconciliation of all guarantees. III. Specialty Products (a) Exclusive Care. ESI Specialty Pharmacy is the exclusive provider of Specialty Products for the reimbursement rates shown on the Exclusive ESI Specialty Pharmacy Specialty Product List. Any Specialty Product dispensed at a Participating Pharmacy (for example, limited distribution products not then available through ESI Specialty Pharmacy or overrides) will be reimbursed at the standard Participating Pharmacy Specialty Product rates shown below. Upon ESI Specialty Pharmacy acquisition of limited distribution products, Members will obtain prescriptions through ESI Specialty Pharmacy. Ingredient Cost Dispensing Fee Exclusive ESI Specialty See Exclusive Specialty Product List $0.00 Pharmacy Lesser of AWP discount or MRA as applicable Participating Pharmacy Participating Pharmacy Specialty Product List $0.85 Specialty Products Lesser of AWP discount, U&C or MRA(as applicable) (b) For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, the following standard per diem and nursing fee rates shall apply. Therapeutic Class Brand Name Nursing&Per Diem f Immune Deficiency All $65.00/Infusion Metabolic Disorder All $65.00/Infusion PAH Flolan ,Veletri and Remodulin $65.00/Day PAH Epoprostenol Sodium(Generic $65.00 I Day Flolan) PAH Ventavis $65.00 l Day i PAH Tyvaso $30.00/Day Pulmonary All $55.00/Infusion 20 219922.1 I i All drugs/therapies requiring $150.00 per Initial Visit up to two(2)hours / $75.00 Nursing Rates nursing per addfl hour or a fraction thereof (c) In no event will the Mail Service Pharmacy or Participating Pharmacy pricing terms specified in the Agreement, including, but not limited to, the annual average ingredient cost discount guarantees, apply to Specialty Products. (d) Unless otherwise set forth in an agreement directly between ESI Specialty Pharmacy and Sponsor, if a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Sponsor directly by ESI Specialty Pharmacy instead of being processed through ESI, Sponsor agrees to timely pay ESI Specialty Pharmacy for such claim pursuant to the rates above and within thirty (30) days of Sponsor's, or its designee's, receipt of such electronic or paper claim from ESI Specialty Pharmacy. ESI Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. (e) Notwithstanding the Specialty Product pricing terms set forth above, ESI will guarantee an average aggregate annual ingredient cost discount for Specialty Product dispensed through ESI Specialty Pharmacy as follows: Type of Guarantee ESI Specialty Pharmacy Claims Excluded Average Aggregate Annual Ingredient AWP-17.00%(') All Specialty Products Prescription Drug Cost Discount Guarantee Claims except Specialty Product Prescription Drug Claims dispensed through ESI Specialty Pharmacy(excluding Limited Distribution medications dispensed through ESI Specialty Pharmacy,which are also excluded) (')This guarantee shall only apply if Sponsor elects the ESI Specialty Pharmacy"exclusive"option. The above Specialty Product guarantee will be reconciled in accordance with the terms of Section I above. V. Vaccine Claims (No vaccine claims will be included in any pricing or rebate guarantee set forth in the Agreement). (a) General Terms applicable to Vaccine Claims (i) Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. In the case of Vaccine Claims, the U&C shall be the retail price charged by a Participating Pharmacy for - the particular vaccine, plus administration and dispensing fees, in a cash transaction on the date the vaccine is dispensed as reported to ESI by the Participating Pharmacy. (ii) The Vaccine Administration Fee for Vaccine Claims for Members enrolled in Sponsor's Medicaid programs, if any, will be capped at the maximum reimbursable amount under the state Medicaid program in which the Member is enrolled. (iii) All Vaccine Claims will be subject to any Administrative Fees set forth in the Agreement. i (iv) Vaccine Claims will be charged a program fee of $2.50 per Vaccine Claim. The Vaccine Program Fee will be billed separately to Sponsor as part of the administrative invoice according to the i billing frequency set forth in this Agreement. 3 (b) Vaccine Claim Pricing Participating Pharmacy Participating Pharmacy Member Submitted Vaccine INFLUENZA ALL OTHER VACCINES Claims(excluding foreign f claims) Vaccine Pass-Through Pass-Through Administration Fee (capped at$15 per vaccine capped at$20 per vaccine Submitted amount 21 219922.1 a claim) claim) Ingredient Cost Participating Pharmacy Participating Pharmacy Ingredient Cost as set forth in Ingredient Cost as set forth in the Submitted amount the Agreement Agreement Dispensing Fee Participating Pharmacy Participating Pharmacy Dispensing Fee as set forth in Dispensing Fee as set forth in the Submitted amount the Agreement Agreement Administrative Administrative Fee per Prescription Drug Claim as set forth in the Administrative Fee per Fee/Vaccine Claim Agreement Prescription Drug Claim(plus manual claim administrative fee) as set forth in the Agreement Vaccine Program $2.50 Fee per vaccine claim 1 i I i 22 219922.1 Exhibit A-1-13 EGWP Pharmacy Reimbursement Rates I. Annual Average Ingredient Cost Discount Guarantees (Does Not Apply to Specialty Products) Brand Generic Participating Pharmacy ° AWP-17.25/° (1-34 Days'Supply) AWP-78.25% Participating Pharmacy AWP-21.00% (35 and Greater Days' Supply) { Mail Service Pharmacy ° AWP- 24.50% AWP-83.50% (1) Participating Pharmacies:the"35 and Greater Days' Supply" is only applicable to certain Participating Pharmacies that have agreed to rates to dispense"35 and Greater Days'Supply"of Covered Products. Subject to annual reconciliation of the above average guarantees, Sponsor will pay to ESI on a per Prescription Drug Claim basis amounts determined pursuant to the following, net of applicable Copayments: Participating Pharmacy Brand: The lesser of the Ingredient Cost Charge or U&C plus the applicable dispensing fee Participating Pharmacy- Generic: The lesser of the Ingredient Cost Charge, MRA, or U&C plus the applicable ' dispensing fee Mail Service Pharmacy-Brand: The Ingredient Cost Charge plus the applicable dispensing fee Mail Service Pharmacy - Generic: The lesser of the Ingredient Cost Charge or MRA plus the applicable dispensing fee A Member's Copayment charged for a Covered Drug will be the lesser of the applicable Copayment, Ingredient Cost Charge, or U&C. Applicable dispensing fees as well as additional per/Rx Administrative Fees, if any, are set forth in the table in Section H. below. Sales or excise tax or other governmental surcharge, if any, will be the responsibility of Sponsor. All compound Prescription Drug Claims shall be excluded from the average annual ingredient cost discount guarantees set forth in the table above and will be paid by Sponsor at the lesser of U&C or combined AWP plus applicable service fee for Participating Pharmacy. Application of the average annual ingredient cost discount guarantees set forth in the table above shall be subject to the following criteria and reconciliation provisions: A. "All In" Guarantee Methodology. Notwithstanding anything herein to the contrary: (i) a Prescription Drug Claim that processes to Sponsor for payment at the brand Prescription Drug Claim "lesser of logic above, as indicated on the ingredient cost field of the Prescription Drug Claim's data record, all be reconciled as part of the brand average annual ingredient cost discount guarantees, and (ii) a Prescription Drug Claim that processes to Sponsor for payment at the generic Prescription Drug Claim "lesser of" logic above, as indicated on the ingredient j cost field of the Prescription Drug Claim's data record, shall be reconciled as part of the Generic average annual ingredient cost discount guarantees above. The only Prescription Drug Claims that shall be excluded from the reconciliation of the pricing guarantees are as identified in Section B below. All other Prescription Drug Claims shall be included in the reconciliation of the guarantees. 23 219922.1 i B. Guarantee Exclusions. Prescription Drug Claims for OTCs, compounds, Member Submitted Claims, Subrogation Claims, vaccines, Specialty Products, biosimilar products, long term care pharmacy claims, home infusion, I/T/U, IHS, and products filled through in-house or 340b pharmacies (if applicable) shall be excluded from the reconciliation of all guarantees. C. Guarantee Calculation. Separately for each pricing component in the table above, the following calculation will be performed on an aggregated basis for all Prescription Drug Claims processed during the applicable contract year in order to reconcile against the average annual ingredient cost discount guarantees set forth in the table above: 1 -(A/B) A= For Participating Pharmacy- Brand Prescription Drug Claims, the lesser of the Ingredient Cost Charge or U&C,and prior to application of Copayments For Participating Pharmacy- Generic Prescription Drug Claims, the lesser of the Ingredient Cost Charge, MRA,or U&C,and prior to application of Copayments For Mail Service Pharmacy - Brand Prescription Drug Claims, the Ingredient Cost Charge, and prior to application of Copayments For Mail Service Pharmacy-Generic Prescription Drug Claims, the lesser of the Ingredient Cost Charge or MRA,and prior to application of Copayments B = The actual AWP for the Covered Prescription D . Guarantee Reconciliation. Guarantees will be measured and reconciled on an annual basis ' within ninety (90) days of the end of each contract year. The above guarantees are annual guarantees - if this Agreement is terminated prior to the completion of the then current contract year (hereinafter, a "Partial Contract Year"), then the above guarantees will not apply for such Partial Contract Year. To the extent Sponsor changes its benefit design or Formulary during the term of the Agreement, the guarantee will be equitably adjusted if there is a material impact on the discount achieved. Subject to the remaining terms of this Agreement, ESI will pay the difference attributable to any shortfall between the actual result and the guaranteed result. II. Per Prescription Drug Claim Dispensing Fee Guarantees and Administrative Fees (Does Not Apply to Specialty Products). Medicare Network Brand Generic Participating Pharmacy Dispensing Fee/Rx $0.85 $0.85 (1-34 Days'Supply) Participating Pharmacy I Dispensing Fee/Rx $0.55 $0.55 (35 and Greater Days'Supply)(') Participating Pharmacy Administrative Fee/Rx $0.00 $0.00 i ! " f �dlllxl." tiil+u "��,ri'�,,-o9a NrR�G1 ,Ij,�nI,I'flri Il�ilil�.� ailll lj „LIf h �iltililYI I�II.!H I�FIp I✓' "��n ,�I+iiY" � ,i4N rya�i lj�",y i� rbn h I�I. IT: IiuA ulP,iII IJy411,IIlY�,I r,�r�I��IIY*rl(It N}�„�7a ” t�^""Y�u il"iil l�i�Ylih uil� �I,I,�l�li��ll , II 4 !� l Mail Service Pharmacy Dispensing Fee/Rx* $0.00 $0.00 Mail Service Pharmacy $0.00 $0.00 Administrative Fee/Rx 24 219922.1 I r\ (')Participating Pharmacies:the"35 and Greater Days'Supply"is only applicable to certain Participating Pharmacies that have agreed to \� rates to dispense"35 and Greater Days'Supply"of Covered Products. "Dispensing Fee Guarantee are inclusive of shipping and handling. if carrier rates(i.e., U.S.mail and/or applicable commercial courier services)increase during the term of this Agreement,the Dispensing Fee Guarantee will be increased to reflect such increase(s). Guarantee Exclusions. Prescription Drug Claims for OTCs, compounds, Member Submitted Claims, Subrogation Claims, vaccines, Specialty Products, biosimilar products, long term care pharmacy claims, home infusion, I/T/U, IHS, and products filled through in-house or 340b pharmacies (if applicable) shall be excluded from the reconciliation of all guarantees. III. Specialty Products (a) Open Care. Specialty Products shall be available through ESI Specialty Pharmacy and at Participating Pharmacies for the Participating Pharmacy Specialty Product reimbursement rates. Ingredient Cost Dispensing Fee Exclusive ESI Specialty See Exclusive Specialty Product List $0.00 Pharmacy Lesser of AWP discount or MRA(as applicable) Open ESI Specialty Open Specialty Product List $0.00 Pharmacy Lesser of AWP discount or MRA as applicable Participating Pharmacy Participating Pharmacy Specialty Product List $0.85 Specialty Products Lesser of AWP discount, U&C or MRA(as applicable) i (b) For Specialty Products needing an additional charge to cover costs of all ASES required to administer the Specialty Products, the following standard per diem and nursing fee rates shall apply. FTherapeutic Class Brand Name Nursing&Per Diem Immune Deficiency All $65.00/Infusion Metabolic Disorder All $65.00/Infusion PAH Flolan,Veletri and Remodulin $65.00/Day PAH Epoprostenol Sodium (Generic $65.00/Day Flolan) PAH Ventavis $65.00/Day PAH Tyvaso $30.00/Day Pulmonary All $55.00/Infusion Nursing Rates All drugs/therapies requiring $150.00 per Initial Visit up to two(2)hours / $75.00 nursing per addt'I hour or a fraction thereof (c) Specialty Products will be excluded from any price guarantees set forth in the Agreement. In no event will the Mail Service Pharmacy or Participating Pharmacy pricing terms specified in the Agreement, including, but not limited to, the annual average ingredient cost discount guarantees, apply to Specialty { Products. (d) Unless otherwise set forth in an agreement directly between ESI Specialty Pharmacy and Sponsor, if a Specialty Product dispensed or ASES provided by ESI Specialty Pharmacy is billed to Sponsor directly by ESI Specialty Pharmacy instead of being processed through ESI, Sponsor agrees to timely pay ESI Specialty Pharmacy for such claim pursuant to the rates above and within thirty (30) days of Sponsor's, or its designee's, receipt of such electronic or paper claim from ESI Specialty Pharmacy. ESI Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. 25 219922.1 i VI. Vaccine Claims (No vaccine claims will be included in any pricing or rebate guarantee set forth in the Agreement). (c) General Terms applicable to Vaccine Claims (v) Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. In the case of Vaccine Claims, the U&C shall be the retail price charged by a Participating Pharmacy for the particular vaccine, plus administration and dispensing fees, in a cash transaction on the date the vaccine is dispensed as reported to ESI by the Participating Pharmacy. (vi) The Vaccine Administration Fee for Vaccine Claims for Members enrolled in Sponsor's Medicaid programs, if any, will be capped at the maximum reimbursable amount under the state Medicaid program in which the Member is enrolled. (vii)All Vaccine Claims will be subject to any Administrative Fees set forth in the Agreement. (viii) Vaccine Claims will be charged a program fee of $2.50 per Vaccine Claim. The Vaccine Program Fee will be billed separately to Sponsor as part of the administrative invoice according to the billing frequency set forth in this Agreement. (d) Vaccine Claim Pricing Participating Pharmacy Participating Pharmacy Member Submitted Vaccine INFLUENZA ALL OTHER VACCINES Claims(excluding foreign claims) Vaccine Pass-Through Pass-Through Administration Fee (capped at$15 per vaccine (capped at$20 per vaccine Submitted amount claim) claim) Participating Pharmacy Participating Pharmacy Ingredient Cost Ingredient Cost as set forth in Ingredient Cost as set forth in the Submitted amount the Agreement Agreement Dispensing Fee Participating Pharmacy Participating Pharmacy Dispensing Fee as set forth in Dispensing Fee as set forth in the Submitted amount the Agreement Agreement Administrative Administrative Fee per Prescription Drug Claim as set forth in the Administrative Fee per Fee/Vaccine Claim Agreement Prescription Drug Claim(plus manual claim administrative fee) as set forth in the Agreement Vaccine Program $2.50 Fee per vaccine claim (a) Medicare Part D Covered Vaccine Claims: s Medicare Part D Vaccine Claims shall adjudicate at the lower of U&C or the amounts shown in the table below. Participating Member Submitted Vaccine Vaccine Claims Submitted Pharmacies/Mail Service Claims(excluding foreign Electronically by Physicians Pharmacy/ESI Specialty claims) Pharmacy Vaccine Administration Lower of submitted amount or j Pass-Through pharmacy contracted rate Pass-Through i Fee (capped at$20 per Vaccine (capped at$20.00 if (capped at$20 per Vaccine Claim) administered at a Participating Claim) Pharmacy) Ingredient Cost Pass-Through Lower of submitted amount or Pass-Through pharmacy contracted rate 26 i 219922.1 p�J Dispensing Fee Pass-Through Lower of submitted amount or Pass-Through pharmacy contracted rate 9 Vendor Transaction Pass through at ESI cost for Fee N/A N/A Vendor Transaction Fee (currently$3.75,subject to change) j (b) Medicare Part B Covered Vaccine Claims: Medicare Part B covered Vaccine Claims shall adjudicate at the amounts shown in the table below. Participating Pharmacy Participating Pharmacy INFLUENZA PNEUMONIA Vaccine Administration Pass-Through Pass-Through Fee capped at$15 per Vaccine Claim) (capped at$20 per Vaccine Claim) Ingredient Cost Pass-Through Pass-Through Dispensing Fee Pass-Through Pass-Through VI. Long Term Care; I/T/Ul and IHS; Home Infusion Pricing LONG TERM CARE NETWORK Pricing PROVIDERS Brand Discount Lower of AWP-10.18%or U&C Generic Discount Lower of AWP-10.18% or U&C i Brand Dispensing Fee Per Claim $4.50/Rx Generic Dispensing Fee Per Claim $4.50/Rx Compound Drugs Pass-Through Administrative Fee Per Claim $0.00/Rx I/T/U and IHS PRESCRIPTION SERVICES Pricing Brand Discount Pass-Through Generic Discount Pass-Through Brand Dispensing Fee Per Claim Pass-Through y Generic Dispensing Fee Per Claim Pass-Through Compound Drugs Pass-Through Administrative Fee Per Claim $0.00 HOME INFUSION PROVIDERS Pricing Brand Discount Lower of AWP-10.18%or U&C I Generic Discount Lower of AWP-10.18%or U&C Brand Dispensing Fee Per Claim $0.00/Rx Generic Dispensing Fee Per Claim $0.00/Rx i Compound Drugs Pass-Through Administrative Fee Per Claim $0.00 27 219922.1 I i Exhibit A-2 Administrative Services and Clinical Program Fees I. Commercial Administrative Services PBM Services–No Additional Fee Customer service for Members Electronic claims processing Electronic/on-line eligibility submission Plan setup Standard coordination of benefits(COB) Software training for access to our on-line system(s) (reject for primary carrier) FSA eligibility feeds Network Pharmacy Services Pharmacy help desk Pharmacy reimbursement Pharmacy network management Network development upon request) Network Pharmacy Audit Program Network Pharmacy Reporting Home Delivery Services Benefit education Prescription deliver –standard Reporting Services Web-based client reporting–produced by Sponsor Web-based client reporting–produced by ESI Ad-hoc desktop parametric reports Annual Strategic Account Plan report Claims detail extract file electronic NCPDP format) Billing reports Load 12 months claims history for clinical reports and reporting Inquiry access to claims processing system Website Services Sponsor Website—eService Delivery(Eligibility, Claims,and My Rx Choices–helps members make informed medication Benefit Administration), Coverage Management and Appeals, choices based on cost,health and safety. Member website Eligibility File Transfer, Reporting Solutions and Resources portion only. Area. Express-Scripts.com for Members—access to benefit,drug, Online Benefit Management–eService web-based health, and wellness information; prescription ordering application with Claims History, Eligibility Maintenance,and capability; and customer service. Prior Authorization Add. Mobile App for Members–includes My Rx Choices, My Medicine Cabinet, Pharmacy Care Alerts, Refills and Renewals, and virtual prescription ID card. Implementation Package and Member Communications New Member packets(includes two standard resin ID cards) Implementation support - Member replacement cards printed via web Clinical Concurrent Drug Utilization Review(DUR) Prior Authorization–Administrative •Non-clinical Prior Authorization •Lost/stolen overrides • Vacation supplies i i PBM Services Fees Manual/hardcopy eligibility submission $10.00/update includes initial entry) Member-submitted paper claims processing fee $3.00/claim Medicaid subrogation claims fee $3.00/claim Electronic Prescribing Pass-through charge for ePrescribing Eligibility and Formulary j transaction fees charged to Sponsor at ESI's preferred rate I with data switch such as Surescripts. Reporting Services Custom ad-hoc reporting $150/hour,with a minimum of$500 Replacement Member Communication Packets 28 219922.1 I I PBM Services Fees Member requested replacement packets $1.50+postage per packet Sponsor requested re-carding $1.50+postage per packet Communication Fee Smart90 and Mail(EHD, SHD&HIDE) Programs $2.50 per employee upon implementation of program one-time charge) Reviews and Appeals Management Initial Determinations(i.e.coverage reviews)and Level One Included in the existing UM PMPM charge Appeals for the Coverage Authorization Program,consisting of: • Prior Authorization • Step Therapy • Drug Quantity Management Initial Determinations and Level One Appeals for the Benefit $55 per review Review Program,consisting of reviews known as: • Plan Design Related Requests • Plan Exclusion Reviews(clinical or administrative reviews of non-covered drugs) 10 Copay Reviews • Plan Limit Reviews(e.g. age,gender,days'supply limits) • Plan Rule/Administrative Reviews/Non-clinical Reviews • Clinical Benefit Reviews Direct Claim Reject Reviews Final and Binding Appeals—Level Two Appeals*and/or Urgent $10.00 per review*(incremental to PMPM fees or per review Appeals** fees above) *Level One for clients with only one level of appeal *this additional fee is applied to each initial **Appeals can be urgent at Level One or Level Two and determination. Idecisions are final and binding. I External Reviews by Independent Review Organizations-for $800 per review Lnon-grandfathered plans LComprehensive Consumer Driven Health(CDH)Solution Required Services and Fee for all CDH enrolled Members Foundational Services Technical and Member Advocacy:$0.35 PMPM • Technical Bi-directional data exchange;dedicated operations;24-hour a day,seven-days a week monitoring and quality control; performance reporting; and analytics • Member Advocacy Dedicated CDH member services, My Rx Choices Plus,open Additional services will be quoted upon request. enrollment tools and member communications library,robust Postage charges are not included and will be billed to online features,and preventive care Sponsor. Optional Service and Fee for all CDH enrolled Members Comprehensive Member Engagement Services Comprehensive Services:$0.30 PMPM • Health Choices Medication Adherence Monitoring and Outreach and proactive, All Services(Foundational&Comprehensive):$0.65 PMPM personalized member communications • Drug Choices Benefit Coaching, Prescription Benefit Review Statements; Additional services will be quoted upon request. Postage charges are not included and will be billed to proactive, personalized member communications g g Sponsor. s Required Service and Fee for all Non-CDH enrolled Members—If Sharing Data Only 29 i 219922.1 i r� PBM Services Fees Combined Benefit Management $0.10 PMPM per combined accumulator up to maximum of Services to manage combined medical-pharmacy benefits that $0.20 PMPM for existing connection with medical carrier or are not a consumer-directed health(CDH)plan. TPA. Services include ongoing management of the data exchange Fees to establish connection with new medical carrier or TPA platform with the medical vendor/TPA production monitoring P �P 9 will be quoted upon request. and quality control,and dedicated operations team. Combined Additional services will be quoted upon request. benefit types may include deductible,out of pocket,spending Postage charges are not included and will be billed to account,and lifetime maximum. Sponsor. Medicare Part D—Retiree Drug Subsidy(RDS) RDS enhanced service(ESI sends reports to CMS on behalf of $1.12 PMPM for Medicare-qualified Members with a minimum Sponsor) annual fee of$7,500 • Notice of Creditable Coverage $1.35/letter+postage RDS standard service(ESI sends reports to Sponsor) $0.62 PMPM for Medicare-qualified Members with a minimum annual fee of$5,000 • Notice of Creditable Coverage $1.35/letter+postage Electronic Medicare Part D EOB Electronic Medicare EOB is an e-mail notification to the $0.15/per EOB Member informing them at the time of EOB production that their Medicare Part D Explanation of Benefits is available for viewing. Members can opt in/opt out at any time. Electronic EOB includes: • Email notification to the Member • Solicitation e-mail sent to registered Members • Prominent Web messaging Cost Exceeds Maximum ESI-Managed Cost Exceeds Maximum(CEM)edit $10,000 CEM limit—included in pricing _(For non-compound drugs) Custom CEM limit less than$10,000-$0.01 PMPM fee ESI-Managed Cost Exceeds Maximum(CEM)edit Included in pricing (For compound drugs) Client Managed Cost Exceeds Maximum (CEM)edit Included in pricing For non-compound and compound drugs) Single Sign-On Standard SSO Client specific—priced upon request. Add Web Services Client Specific—priced upon request. • Enables client to display actionable alerts from ESI to their home website • Integrates certain functions such as claims summary, pharmacy location Add Single Identifier • Includes a single identifier value(SSO ID)that must map pass-through eligibility II. Clinical/Trend Programs. ESI offers a comprehensive suite of trend and integrated health management programs. These offerings may change or be discontinued from time to time as ESI updates its offerings to meet the needs of the marketplace. The programs (and corresponding pricing and guarantees) outlined in the Clinical Addendum (executed separately by Sponsor) represent the programs currently adopted by Sponsor as of the Effective Date. ESI also offers additional programs, as well as savings guarantees, under certain conditions. Information concerning such programs, guarantees, and fees, if applicable, is available on request. In addition, the ESI Account j Management Team will periodically discuss new programs, guarantees, and fees with Sponsor, which Sponsor may adopt through EST's standard Set-Up Form process. 30 219922.1 I I 1 Sponsor will select clinical/trend programs during implementation by checking selected options on the Clinical Addendum and on the applicable Set-Up Form. Such Set-Up Forms are incorporated herein by reference as and when executed by the parties. Please refer to the Clinical Addendum for a listing of Sponsor's programs. III. EGWP Administrative Fees Optional PBM Services Additional PBM Services Fees Claims Processing Member Submit Fee (includes Medicaid subrogation $10.00 per claim claims) Electronic Prescribing Pass through charge for ePrescribing Eligibility and Formulary transaction fees charged to [Client]at Express Scripts' preferred rate with data switch such as Surescripts. 1. Custom Client Reporting Custom Ad Hoc Reports—applies for reporting outside $150 per hour; minimum$500 charge of self-services reporting tool Premium Billing EGWP Enrollee Premium Billing Pricing available upon request Account and EGWP Enrollee Services EGWP Enrollee Requested Materials $1.50+ postage per packet Client requested Re-carding $1.50+ postage per packet Custom materials Priced upon request Mailings over five pages in length Priced upon request Reviews and Appeals Management tInitial Determinations (i.e. coverage reviews) and Level Included in EGWP Admin Fee One Appeals for the Coverage Authorization Program, consisting of: • Prior Authorization • Step Therapy • Drug Quantity Management Initial Determinations and Level One Appeals for the Included in EGWP Admin Fee Benefit Review Program, consisting of reviews known as: • Plan Design Related Requests • Plan Exclusion Reviews(clinical or administrative reviews of non-covered drugs) • Copay Reviews • Plan Limit Reviews (e.g. age, gender, days' supply limits) • Plan Rule/Administrative Reviews/Non-clinical Reviews Clinical Benefit Reviews • Direct Claim Reject Reviews I 31 219922.1 I I PDP Services PDP Services EGWP Plus Administrative Fee $10.35 PMPM Express Scripts' EGWP Plus administrative fee includes the following services: Implementation Implementation and support for up to one plan design Incremental Cost for implementing multiple plan designs-$5,000 per plan design per year Medicare Part D Formulary and Network Management Contracting of retail, long term care, and home infusion networks to conform to CMS access requirements Establishment of a CMS approved Formulary and P&T Committee support Formulary management and change notification communications Administration of manufacturer rebate contracts in compliance with CMS requirements Claims Processing Electronic Claims Processing Enrollment Management Electronic Eligibility submission Initial enrollment, age-in members, low-income management Eligibility/Enrollment status reporting Home Delivery Services i I 32 219922.1 Processing and delivery of prescriptions received via Internet, fax, phone or mail Prescription Delivery-Standard Therapeutic Resource Center services where appropriate Mail Programs where appropriate Participation in Mail Marketing Programs where appropriate Refill orders received by phone or Internet 24 hours a day, 7 days a week Handling and postage expense of mail-order prescriptions. If postage rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the term of this Agreement, the Dispensing Fee will be increased to reflect such increase(s) Braille prescription labels for visually impaired Communication/educational materials included in medication packages: • Summary statement of benefit account • Drug Information Leaflet with each new prescription • Buck slips highlighting benefit components • Pre-addressed pharmacy order form/envelope • Refill or renewal form (when appropriate) Specialty Pharmacy Services Clinical support, including: Patient tele-counseling from specially trained pharmacists and nurses • Care management including information and support directly to the patient • Coordination of care with the patient's case manager and/or home care agency • Specialty drug educational materials and product information Toll-free telephone line for members using specialty drugs Ancillary supplies (such as needles and syringes) provided with self-inject able medications Logistics coordination of delivery to patient's home or physician's office Express delivery to physician's office or patient's home • Standard two-day delivery Overnight delivery if required by physician (excluding Sundays) Comprehensive drug utilization management review applied to specialty pharmacy related medical and prescription claims Enhanced physician services including communication materials, forms, informational hotline Analysis of integrated pharmacy and medical claims databases to identify persons using specialty medications. Targeted communications, including: • an initial mailing upon enrollment notifying members of the change in plan coverage; • follow-up mailings and outbound phone calls notifying members of their eligibility for services from the specialty pharmacy Additional services available: Mailings direct to members, physicians or plan location-Quoted Upon Request Medicare Processing and Reporting Services Interaction with CMS and federal agencies to ensure compliance and applicable laws Manage contact with CMS i i 3 i i 1 33 219922.1. i I Evaluate actuarial equivalence and report to CMS as required Processing, reconciliation, and reporting of CMS Direct Subsidy, CMS Low-Income Premium and Cost-Sharing, Coverage Gap Discount Payments, and CMS Catastrophic Reinsurance (subject to plan design) LIS Premium Refund Service Subsidies will only be received on behalf of members approved by CMS as eligible for the PDP.Any member rejected by CMS will not be eligible for any of the subsidies outlined above. To the extent that CMS, for any reason, re-opens a reconciliation window with the PDP, the PDP has the right to re-open reconciliation with the client for any of the above subsidies Client management and financial reporting Preparation of all data necessary to meet Medicare Part D Reporting Requirements Development and transmission of applicable files to CMS as part of program administration All CMS reporting requirements related to rebates, network access,TrOOP, clinical program management, claims administration,operational compliance, and other reports as required by CMS Maintenance and support of CMS"Prescription Drug Event"(claim) process Maintenance and distribution of PDE files • Process to manage CMS responses • Resolution of PDE rejects i Support of up to one regulatory audit CMS might perform on behalf of[Client] if applicable Website Express-Scripts.com for Clients&Advisors—access to: • Reporting tools Eligibility EGWP Enrollee status reporting • Contact directory • Sales and marketing information • Benefit and enrollment support secured through Risk Base Authentication Express-Scripts.com for EGWP Enrollees—access to Benefit, drug, health and wellness information • Prescription ordering capability • Customer service - Account and EGWP Enrollee Service Assigned account team Annual pharmacy benefit strategic planning with quarterly review Medicare Call-Center Services including support for client's open enrollment(open enrollment support is dependent on [Client]submitting benefit information within the required timeframe for support) Grievance management Centralized administration for payment of claim and administrative fees Training for online tools Care and Safety Management Education EGWP Enrollee Communications a i i 34 219922.1 Development of communication templates, customer service scripting, and other communication tools Development of template language to be included in open enrollment materials Mailing of Medicare required member communications, as applicable. • Pre-notification Letters (Including benefit overview) New Enrollee Packets • EGWP Enrollee ID card • Quick Reference Guide • Welcome Letter • Benefit Overview • Evidence of Coverage (EOC) • Formulary Guidebook • Pharmacy directory • HIPAA Notice • Home Delivery Order From On-Going • Transition Supply Letters • Explanation of Benefits (EOBs) • Medication Therapy Management(MTM) Letters • Coverage Determination Letters • Grievance and Appeals Letters • Low Income Subsidy(LIS) Riders • Late Enrollment Penalty(LEP)Attestation Letters • Enrollment/Disenrollment Letters • 60 Day Formulary Notification Letters • Other CMS required notifications Renewal EGWP Enrollee Packet • Annual Notice of Changes(ANOC) _- 0 Evidence of Coverage (EOC) • Formulary Guidebook • Home Delivery Order Form Clinical Services Concurrent Drug Utilization Reporting (DUR) Retrospective DUR Medication Therapy Management and reporting Fraud,Waste, and Abuse Program CMS Approved Utilization Management Programs including Drug Quantity Management, Prior Authorization, and Step Therapy Participating Pharmacies Pharmacy Audit Pharmacy Help Desk Pharmacy Network Management Network Development Upon Request i Pharmacy Reimbursement I 0 I i 35 219922.1 1, Y IV. EGWP Clinical/Trend Programs. ESI offers a comprehensive suite of trend and integrated health management programs. With a 360-degree view of the patient, ESI promotes changes that maximize health outcomes and value — reducing prescription waste, enabling better overall health and value, enriching the care continuum and managing medication therapy and safety. These offerings may change or be discontinued from time to time as ESI updates its offerings to meet the needs of the marketplace. I 1 Health Choices Fees Concurrent DUR No charge(included in base offering) Screen Rx $0.25 PMPM _ ExpressAlliance Web Access: Priced on request Just Diagnosed (New to therapy) data feed: $5,000 set up per vendor and $500 per month Single sign on: Client specific priced upon request RationalMed Client specific, priced upon request Pharmacogenomics 2C9/VKORC1 Warfarin Testing: $450 per completed test 2C19 Clopidogrel (Plavix)Testing: $480 per completed test HLA-B*5701 Abacavir Testing: $625 per completed test CCR5 Maraviroc(Selzentry)Testing: $2,800 per completed test BCR-ABL Gleevec, Sprycel,Tasigna Testing: $660 per completed test Retrospective DUR Included in EGWP Admin Fee Physician Report Card— Mailed Profiles Only Fixed Quarterly Fee: $1,350 per quarter Cost per package mailed-enrolled: 1-4 pages: $3.00 per package 5-8 pages: $4.00 per package 9-12 pages: $5.00 per package 12-14 pages: $5.50 per package Physician Consultation Phone based consultation: $100 per consulted physician/provider Face-to-face consultation: Client specific upon request Medicare Fee Medicare Medication Therapy Management(MTM) Included in EGWP Admin Fee eMTM (for clients with Medicare MTM) Prescriber Outreach: $0.26 PMPM Member and Prescriber Outreach: $0.52 PMPM i i Drug Choice Programs Fee ' Formulary Notification No charge for standard Fraud,Waste,&Abuse Included in EGWP Admin Fee My RxChoices No Charge (included in base offering) 1 2016 Utilization Management Standard Offering included in EGWP Admin Fee Drug Quantity Management-quantity dispensed per 0 All rules included in-the standard formulary selected prescription CMS required rules Prior Authorization—intervene to support appropriate use at the point of service through re-established 36 219922.1 I Drug Choice Programs Fee clinical criteria Custom Rules have a $50,000 annual set-up fee Step Therapy—intervene to support the use of less expensive and clinically appropriate medications at the point of sale i i 1 a r 9 1 t e I J i j 37 219922.1 EXHIBIT A-3 Rebates (Does Not Apply to Specialty Products) 1. Rebate Amounts A. Subject to the conditions set forth in Sections 2. — 4. below and elsewhere in this Agreement, ESI will pay to Sponsor an amount equal to the greater of: (i) 100% of the Rebates received by ESI, excluding Rebates received by ESI for Specialty Products; Or (ii) Subject to Sponsor meeting the Plan design conditions identified in the table below, the following guaranteed amounts, excluding claims for Specialty Products: I COMMERCIAL: Formulary: ESI National Preferred Formulary Participating Pharmacy Participating Pharmacy Mail Service Pharmacy (1-83 Days'Supply) 84-90 Days'Supply)(') Per Brand Claim I i Year 1: $74.66 $223.97 $223.97 Year 2: $88.61 $265.83 $265.83 Year 3: $103.80 $311.40 $311.40 (1) Certain Participating Pharmacies have agreed to participate in the extended (84—90) day supply network("Maintenance Network")for maintenance drugs. Rebate Amounts in the 84 — 90 Days' Supply column in the table set forth above are applicable only if Sponsor implements a plan design that requires Members to fill such days' supply at a Maintenance Network Participating Pharmacy(i.e., Sponsor - must implement a plan design whereby Members who fill extended days' supply prescriptions at a Participating Pharmacy other than a Maintenance Network Participating Pharmacy do not receive benefit coverage under the Plan for such prescription). If no such plan design is implemented, Rebate Amounts for such days'supply will be the same as for Prescription Drug Claims for less than an 84 days'supply, and Rebate Amounts for an 84 — 90 days' supply in the table set forth above shall not apply, even if a Maintenance Network Participating Pharmacy is used. I i i I i I 38 219922.1 i EGWP: Formulary: Medicare Premier Access Participating Pharmacy Participating Pharmacy Mail Service Pharmacy (1 34 Days'Supply) (35 and Greater Days'Supply)0) Per Brand Claim Year 1: S48.68 $146.05 S146.05 Year 2: S55.19 $165.56 S165.56 Year 3: S68.03 $204.10 S204.10 t1> Participating Pharmacies: the"35 and Greater Days' Supply"is only applicable to certain Participating Pharmacies that have agreed to rates to dispense"35 and Greater Days'Supply"of Covered Products. B. If the Plan design conditions identified in the table in Section 1.A.(ii) above are not met, the "greater of" methodology and the guaranteed amounts shall not apply, and ESI will, subject to the remaining terms of this Agreement, pay Sponsor Rebate amounts pursuant to the percentage set forth in Section 1.A.(i) above. j 2. Exclusions Member Submitted Claims, Specialty Products, Subrogation Claims, biosimilar products, OTC products, claims older than 180 days, claims through Sponsor-owned, in-house, or on-site pharmacies, 340b pharmacies, and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set forth in Section 1.A.(ii) above. 3. Rebate Payment Terms A. Subject to the conditions set forth herein, ESI shall pay Sponsor the percentage amount set forth in Section 1.A.(i) above for Rebates collected by ESI during each calendar quarter hereunder within approximately one hundred and fifty (150) days following the end of such calendar quarter. ESI shall also pay Sponsor the percentage amount set forth in Section 1.A.(i) above for residual Rebates collected by ESI, if any, related to such calendar quarter, which are collected by ESI in subsequent quarters. B. On an annual and aggregate basis, ESI shall reconcile the guaranteed amounts set forth in Section 1.A.(ii) above (against the percentage amount paid to Sponsor quarterly) within two hundred and forty (240) days following the end of each calendar year and shall credit Sponsor for any,deficit on the next invoice immediately following the reconciliation. If, upon reconciliation, the annual aggregate percentage amount paid to Sponsor for the calendar year pursuant to Section 1.A.(i) and 3.A. above is greater than the guaranteed aggregate amounts set forth in Section 1.A.(ii) above, ESI shall be entitled to make up for, and offset, a shortfall in other Rebate guarantee(s), with such excess annual aggregate percentage amount, and such excess amount shall be applied either directly to the other Rebate shortfall guarantee(s) or applied as a credit against future Rebate payments (or as a direct invoice amount to be paid by Sponsor, if a credit is not feasible). i i 4. Conditions A. ESI contracts for Rebates on its own behalf and for its own benefit, and not on behalf of Sponsor. I Accordingly, ESI retains all right, title and interest to any and all actual Rebates•received. ESI will pay Sponsor amounts equal to the Rebate amounts allocated to Sponsor, as specified above, from ESI's general assets (neither Sponsor, its Members, nor Sponsor's plan retains any beneficial or proprietary interest in ESI's general assets). Sponsor acknowledges and agrees that neither it, its 39 219922.1 Members, nor its Plan will have a right to interest on, or the time value of, any Rebate payments received by ESI during the collection period or moneys payable under this Section. No amounts for Rebates will be paid until this Agreement is executed by Sponsor. ESI will have the right to apply Sponsor's allocated Rebate amount to unpaid Fees. B. Sponsor acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as Sponsor, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts, utilization limits, rebates or other financial incentives on pharmaceutical products or formulary programs for claims processed by ESI pursuant to the Agreement, without the prior written consent of ESI. In the event that Sponsor negotiates or arranges for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting ESI's right to other remedies, ESI may immediately withhold any Rebate amounts earned by, but not yet paid to, Sponsor as necessary to prevent duplicative rebates on Covered Drugs. To the extent Sponsor knowingly negotiates and/or contracts for discounts or rebates on claims for Covered Drugs without prior written approval of ESI, such activity will be deemed to be a material breach of this Agreement, entitling ESI to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. C. Under its Rebate program, ESI may implement ESI's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with Members, Participating Pharmacies, and/or physicians. ESI reserves the right to modify or replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements, as communicated by ESI to Sponsor from time to time. If any government action, change in law or regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse effect on the availability of Rebates, then ESI may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. - D. Rebate amounts paid to Sponsor pursuant to this Agreement are intended to be treated as "discounts" pursuant to the federal anti-kickback statute set forth at 42 U.S.C. §1320a-7b and implementing regulations. Sponsor is obligated if requested by the Secretary of the United States Department of Health and Human Services, or as otherwise required by applicable law, to report the Rebate amounts and to provide a copy of this notice. ESI will refrain from doing anything that would impede Sponsor from meeting any such obligation. i 1 t I 1 I 40 219922.1 i EXHIBIT A-4 Rebates (Specialty Products) 1. Rebate Amounts Subject to: (i) the conditions set forth in Sections 2. —4. below and elsewhere in this Agreement; and (ii) Sponsor meeting the Plan design conditions identified in the table below, ESI will pay to Sponsor the following guaranteed amounts: COMMERCIAL: Formulary: ESI National Preferred Formulary Participating Pharmacies ESI Specialty Pharmacy Per Brand Claim $50.00 $325.00 EGWP: I Formulary: Medicare Premier Access Participating Pharmacies ESI Specialty Pharmacy Per Brand Claim $50.00 $100.00 2. Exclusions Member Submitted Claims, Subrogation Claims, biosimilar products, OTC products, claims older than 180 days, claims through Sponsor-owned, in-house, or on-site pharmacies, 340b pharmacies, and claims pursuant to a 100% Member Copayment plan are not eligible for the guaranteed Rebate amounts set forth in Section 1.A.(ii) above. 3. Rebate PaVment Terms Subject to the conditions set forth herein, ESI shall pay Sponsor the guaranteed amounts set forth in Section 1 above within approximately one hundred and fifty (150) days following the end of each calendar quarter for utilization occurring during such quarter. I i 4. Conditions A. ESI contracts for Rebates on its own behalf and for its own benefit, and not on behalf of Sponsor. Accordingly, ESI retains all right, title and interest to any and all actual Rebates received. ESI will pay Sponsor amounts equal to the Rebate amounts allocated to Sponsor, as specified above, from ESI's general assets (neither Sponsor, its Members, nor Sponsor's plan retains any beneficial or proprietary interest in ESI's general assets). Sponsor acknowledges and agrees that neither it, its 41 219922.1 I i Members, nor its Plan will have a right to interest on, or the time value of, any Rebate payments received by ESI during the collection period or moneys payable under this Section. No amounts for Rebates will be paid until this Agreement is executed by Sponsor. ESI will have the right to apply Sponsor's allocated Rebate amount to unpaid Fees. B. Sponsor acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as Sponsor, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts, utilization limits, rebates or other financial incentives on pharmaceutical products or formulary programs for claims processed by ESI pursuant to the Agreement, without the prior written consent of ESI. In the event that Sponsor negotiates or arranges for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting EST's right to other remedies, ESI may immediately withhold any Rebate amounts earned by, but not yet paid to, Sponsor as necessary to prevent duplicative rebates on Covered Drugs. To the extent Sponsor knowingly negotiates and/or contracts for discounts or rebates on claims for Covered Drugs without prior written approval of ESI, such activity will be deemed to be a material breach of this Agreement, entitling ESI to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. C. Under its Rebate program, ESI may implement ESI's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications j with Members, Participating Pharmacies, and/or physicians. ESI reserves the right to modify or replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements, as communicated by ESI to Sponsor from time to time. If any government action, change in law or regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse effect on the availability of Rebates, then ESI may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. D. Rebate amounts paid to Sponsor pursuant to this Agreement are intended to be treated as "discounts" pursuant to the federal anti-kickback statute set forth at 42 U.S.C. §1320a-7b and implementing regulations. Sponsor is obligated if requested by the Secretary of the United States Department of Health and Human Services, or as otherwise required by applicable law, to report the Rebate amounts and to provide,a copy of this notice. ESI will refrain from doing anything that would impede Sponsor from meeting any such obligation. 1 1 i i I I 42 219922.1 EXHIBIT B AUDIT PROTOCOL 1. AUDIT PRINCIPLES ESI recognizes the importance of its clients ensuring the integrity of their business relationship by engaging in annual audits of their financial arrangements with ESI, and, where applicable (i.e., Medicare Part D), by auditing compliance with applicable regulatory requirements. ESI provides this audit right to each and every client. In granting this right, ESI's primary interest is to facilitate a responsive and responsible audit process. In order to accomplish this goal, for all clients, ESI has established the following Protocol. Our intent is in no way to limit Sponsor's ability to determine that ESI has properly and accurately administered the financial aspects of the Agreement or complied with applicable regulatory requirements, but rather to create a manageable process in order to be responsive to our clients and the independent j auditors that they may engage. ESI strongly encourages clients to have their auditors, without jeopardizing the independent nature of the audit, review the auditor's initial findings and reports with ESI prior to discussing with the client in order to avoid any unnecessary client confusion. In addition, clients should not initiate a new audit until all parties have agreed that the prior audit is closed. We have found often times that items identified as issues during the initial audit turn out to be non-findings once a dialogue takes place between the auditor and ESI. In other words,we believe it is in everyone's interest to ensure that the auditor and ESI are not simply"missing each other" in the exchange of information prior to the auditor reviewing its findings with the client. 2. AUDIT PREREQUISITES A. There are four components of your arrangement with ESI eligible for audit on an annual basis from February through October: j0 Retrospective Claims • Rebates I Performance Guarantees • Compliance with Regulatory Requirements (i.e., Medicare Part D) Balancing the need to adequately support the audit process for all ESI clients, with an efficient allocation of resources, we encourage clients to audit all four components, as applicable, through a single annual audit. If you choose to audit the above components separately throughout the year, rather than combining all components into a single annual audit, you will be subject to EST's standard charges for each additional audit. All such fees shall be reasonable and based on ESI's costs for supporting such additional audits. B. ESI will provide all data reasonably necessary for Sponsor to determine that ESI has performed in accordance with contractual terms. ESI will use commercially reasonable best efforts to provide the retrospective claims and benefit information in no more than fifteen (15) days from audit kickoff call and having an executed confidentiality agreement. Our pledge to respond within the foregoing timeframe is predicated on a good faith and cooperative effort between Sponsor and/or its Auditor and ESL C. ESI engages a national accounting firm, at its sole cost and expense, to conduct a SSAE 16 audit on behalf of its clients. Upon request, ESI will provide the results'of its most recent SSAE 16 audit. Testing of the areas covered by the SSAE 16 is not within the scope of Sponsor's audit rights (i.e., to confirm the financial aspects of the Agreement) and is therefore not permitted. However, if requested, ESI will explain the SSAE 16 audit process and findings to Sponsor in order for Sponsor to gain an understanding of the SSAE 16. 3. AUDITS A. ESI recommends that the initial audit period for a claims audit cover a timeframe not to exceed twenty-four (24) months immediately preceding the request to audit (the "Audit Period"). This Audit Period allows a reasonable amount of time for both parties to conclude the audit before claims data is archived off the adjudication system. ESI will accommodate reasonable requests to extend the Audit Period, but this may delay ESI's response time to audit findings due to the age of the claims. Due to the additional resources necessary to pull claims data older than twenty-four(24) months, if you request to extend the Audit Period, you will be subject to ESI's standard charges for such additional data pulls. All such fees shall be reasonable and based on ESI's additional costs associated with i retrieval and reporting of such data. If the parties mutually determine, acting in good faith, that the initial audit demonstrates in any material respects that ESI has not administered the financial arrangement consistent with the contract terms of the Agreement, then ESI will support additional auditing beyond the Audit Period at no additional charge. B. CMS generally modifies its requirements for administering the Medicare Part D annually. For this reason, ESI recommends that the initial audit period for a Medicare Part D compliance audit cover a timeframe not to exceed the twelve (12) months immediately preceding the request to audit(collectively,the"Medicare Part D Audit Period"). 43 219922.1 I This Medicare Part D Audit Period is intended to assist our clients with the CMS annual oversight requirements. Due to the additional resources necessary to pull data older than twelve (12) months, if you request to extend the Audit Period, you will be subject to ESI's standard charges for such additional data pulls. All such fees shall be reasonable and based on ESI's additional costs associated with retrieval and reporting of such data. C. When performing a Rebate audit, Sponsor may perform an on-site review of the applicable components of manufacturer agreements, selected by Sponsor, as reasonably necessary to audit the calculation of the Rebate payments made to Sponsor by ESI. Our ability to drive value through the supply chain and in our negotiations with manufacturers is dependent upon the strict confidentiality and use of these agreements. Providing access to these agreements to third parties that perform services in the industry beyond traditional financial auditing jeopardizes our ability to competitively drive value. For this reason, unless otherwise agreed by the Parties, access to and audit of manufacturer agreements is restricted to a mutually agreed upon CPA accounting firm whose audit department is a separate stand-alone division of the business, which carries insurance for professional malpractice of at least Two Million Dollars ($2,000,000). D. ESI recommends that Sponsor select an initial number of manufacturer contracts to enable Sponsor to audit fifty percent (50%) of the total Rebate payments due to Sponsor for two (2) calendar quarters during the twelve (12) month period immediately preceding the audit (the "Rebate Audit Scope and Timeframe"). ESI will accommodate reasonable requests to extend this Rebate Audit Scope and Timeframe, but this may delay ESI's on-site preparation time as well as response time to audit findings. Due to the additional resources necessary to support a Rebate audit beyond the Rebate Audit Scope and Timeframe, if you request to extend the Rebate Audit Scope and Timeframe, you will be subject to EST's standard charges for such additional audit support. All such fees shall be reasonable and based on ESI's additional costs. If the parties mutually determine, acting in good faith, that the initial Rebate audit demonstrates in any material respects that ESI has not administered Rebates consistent with the contract terms of the Agreement, then ESI will support additional auditing beyond the Rebate Audit Scope and Timeframe at no additional charge. E. If you have a Pass-Through pricing arrangement for Participating Pharmacy claims, ESI will provide the billable and payable amount for a sampling of claims provided by you or your auditor (i.e., ESI will provide the actual documented claim record) during the audit to verify that ESI has administered such Pass-Through- pricing arrangement consistent with the terms of the Agreement. If further documentation is required, ESI may provide a statistically valid sample of claims remittances to the Participating Pharmacies to demonstrate ESI's administration of Pass-Through pricing. In any instance where the audit demonstrates that the amount billed to you does not equal the Pass-Through amount paid to the Participating Pharmacy, you or your auditor may perform an on-site audit of the applicable Participating Pharmacy contract rate sheet(s). 4. AUDIT FINDINGS A. Following Sponsor's initial audit, Sponsor(or its Auditor) will provide ESI with suspected errors, if any. In order for ESI to evaluate Sponsor's suspected errors, Sponsor shall provide an electronic data file in a mutually agreed upon format containing up to 300 claims for further investigation by ESI. ESI will use commercially reasonable best efforts to respond to the suspected errors in no more than sixty (60) days from ESI's receipt of such findings. Our pledge to respond within the foregoing timeframe is predicated on a good faith and cooperative effort between Sponsor and/or its Auditor and ESI. B. Following Sponsor's initial audit of Medicare Part D compliance, Sponsor (or its Auditor) will provide ESI with a written report of suspected non-compliant issues, if any. In order for ESI to evaluate Sponsor's suspected errors, -- Sponsor shall provide ESI with specific regulatory criteria and Medicare Part D program requirements used to cite each suspected non-compliant and payment reconciliation issue. ESI will use commercially reasonable best efforts to respond to the audit report in no more than thirty (30) days from ESI's receipt of the report. Please be aware, however, that audits that require evaluation of six (6) or more findings typically require additional time to respond. Our pledge to respond within the foregoing timeframe is predicated on a good faith and cooperative effort between Sponsor and/or its Auditor and ESI. C. Upon receipt and review of ESI's responses to Sponsor(or its Auditor), Sponsor(or its Auditor)will provide ESI with a written report of draft findings and recommendations. ESI will use commercially reasonable best efforts to respond to the audit report in no more than fifteen (15) days from ESI's receipt of the report. Our pledge to respond within the foregoing timeframe is predicated on a good faith and cooperative effort between Sponsor and/or its Auditor and ESI. D. Sponsor agrees that once audit results are accepted by both parties, the audit shall be considered closed and final. To the extent the mutually accepted audit results demonstrate claims errors, ESI will reprocess the claims and make corresponding adjustments to Sponsor through credits to a future invoice(s). If we are unable to reprocess claims and issue corresponding credits to Sponsor through this process, ESI will make adjustments to Sponsor via a check or credit. 5. AUDITS BY GOVERNMENT ENTITIES A. In the event CMS, the OIG, MEDIC, or another government agency has engaged in an audit of Sponsor and/or its "first tier" and "downstream entities", Sponsor shall contact the ESI Account Management team and provide a written copy of the audit notice or request from the government agency promptly upon receipt. 44 219922.1 B. Sponsor agrees that CMS may have direct access to ESI's and any such "downstream entity's" pertinent contracts, books, documents, papers, records, premises and physical facilities, and that ESI and such"downstream entity"will provide requested information directly to CMS unless otherwise agreed upon by ESI and Sponsor. C. Following the government audit of Sponsor and its "first tier" and "downstream entities", Sponsor shall provide ESI with a written report of suspected non-compliant issues noted in the government audit that relate to services provided by ESI, if any. If there are such findings, ESI will work with Sponsor and/or government agency to respond to any suspected non-compliant issues. D. Support for all such audits by government entities will be subject to ESI's standard charges. All such fees shall be reasonable and based on ESI's costs for supporting such audits. 6. CONFIDENTIALITY ESI's contracts are highly confidential and proprietary. For this reason, ESI only permits on-site review rather than provide copies to our clients. During on-site contract review, Sponsor (or its Auditor) may take and retain notes to the extent necessary to document any identified errors, but may not copy (through handwritten notes or otherwise) or retain any contracts (in part or in whole) or related documents provided or made available by ESI in connection with the audit. ESI will be entitled to review any notes to affirm compliance with this paragraph. I i i 45 219922.1 ,6d EXHIBIT C BUSINESS ASSOCIATE AGREEMENT Express Scripts, Inc. and one or more of its subsidiaries ("ESI"), and Sponsor or one of its affiliates ("Sponsor"), are parties to an agreement ("PBM Agreement")whereby ESI provides certain pharmacy benefit management services to the Sponsor's prescription drug plan (Sponsor and Sponsor's prescription drug plan collectively referred to hereinafter as"Plan"). The PBM Agreement addresses the parties' rights and obligations concerning the use and disclosure of patients' protected health information. The HIPAA Rules (as defined below) require ESI and Plan to enter into a "business associate agreement" to comply with applicable sections of the HIPAA Rules. 1. Definitions. (a) "Breach"shall have the same meaning as the term "breach"in 45 C.F.R. § 164.402. (b) "Designated Record Set" shall have the same meaning as the term "designated record set" in 45 C.F.R. § 164.501. (c) "Electronic Health Record" shall mean an electronic record of health-related information on an Individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff. (d) "Electronic PHI" shall have the same meaning as the term "electronic protected health information" in 45 C.F.R. § 160.103. (e) "HIPAA Rules" means the collective privacy, transaction and code sets, and security regulations promulgated pursuant to the Health Insurance Portability and Accountability Act, as codified at 45 C.F.R. Parts 160, 162 and 164, as amended from time to time. (f) "Individual" shall have the same meaning as the term "individual" in 45 C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g). (g) "Privacy Rule' shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subpart A and Subpart E, as amended from time to time. (h) "Protected Health Information" or "PHI" shall have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, limited to the information created or received by ESI from or on behalf of Plan. (i) "Required by Law"shall have the same meaning as the term"required by law" in 45 C.F.R. § 164.103. (j) "Secretary" shall mean the Secretary of the Department of Health and Human Services or his/her designee. (k) "Security Incident"shall have the same meaning as"security incident"in 45 C.F.R. § 164.304 (1) "Security Standards" shall mean the Security Standards, 45 C.F.R. Part 164, Subpart C, as amended from time to time. (m) "Transactions Standards" shall mean the Standards for Electronic Transactions, 45 C.F.R. Part 162, Subpart I, as amended from time to time. (n) "Unsecured PHI"shall have the same meaning as the term"unsecured protected health information" in 45 C.F.R. § 164.402. t Capitalized terms used, but not otherwise defined, in this Business Associate Agreement shall have the same meaning as those terms in the HIPAA Rules. 2. General Use and Disclosure Provisions. ESI and Plan acknowledge and agree as follows: (a) Use or Disclosure. ESI agrees not to use or further disclose PHI other than as expressly permitted or required by this Business Associate Agreement or the HIPAA Rules or as Required by Law. (b) Minimum Necessary. ESI will take reasonable efforts to limit requests for, use and disclosure of PHI to the minimum necessary to accomplish the intended request, use or disclosure. 46 219922.1 I 0 (c) Specific Use or Disclosure Provisions. Except as otherwise limited in this Business Associate Agreement, ESI may use and disclose PHI to properly provide, manage and administer the services required under the PBM Agreement and consistent with applicable law to assist Plan in its operations, as long as such use or disclosure would not violate the HIPAA Rules if done by Plan, or such use or disclosure is expressly permitted in (i)through (iii) below: (i) ESI may use PHI for the proper management and administration of ESI or to carry out ESI's legal responsibilities. (ii) ESI may disclose PHI to third parties for the proper management and administration of ESI or to carry out the legal responsibilities of ESI provided that the disclosures are Required by Law, or ESI obtains reasonable assurances from the person to whom the information is disclosed that: (A) the information will remain confidential, (B) the information will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and (C) the person notifies ESI of any instances of which it is aware in which the confidentiality of the information has been breached. (iii) ESI may use PHI to perform Data Aggregation services on behalf of Plan as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). (d) Reporting. ESI agrees to promptly notify the Plan if ESI has knowledge that PHI has been used or disclosed by ESI in a manner that violates this Business Associate Agreement. To the extent that ESI creates, receives, maintains or transmits Electronic PHI, ESI agrees to report promptly to the Plan any Security Incident, as determined by ESI, involving PHI of which ESI becomes aware. ESI shall comply with 45 C.F.R. § 164.402 and shall, following the discovery of a Breach of Unsecured PHI, notify the Plan of such Breach, in accordance with 45 C.F.R. § 164.410. (e) Safeguards. ESI agrees to use appropriate safeguards, consistent with applicable law, to prevent use or disclosure of PHI in a manner that would violate this Business Associate Agreement. ESI shall provide Plan with such information concerning such safeguards as Plan may reasonably request from time to time. To the extent that ESI creates, receives, maintains or transmits Electronic PHI, ESI agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Standards, to protect the confidentiality, integrity and availability of the Electronic PHI that ESI creates, receives, maintains or transmits on behalf of Plan. (f) Mitigation. ESI agrees to mitigate, to the extent practicable, any harmful effect that is known to ESI of a use or disclosure of PHI by ESI in violation of this Business Associate Agreement or the PBM Agreement. (g) Subcontractors and Agents. ESI agrees to ensure that any agent, including a Subcontractor, to whom it provides PHI received from, or created or received by ESI on behalf of Plan, agrees, in writing, to the same restrictions, terms and conditions that apply through this Agreement to ESI with respect to such information, including the requirement that it implement reasonable and appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164, to protect any Electronic PHI that is disclosed to it by ESI. (h) Access. Within fifteen (15) business days of a request by Plan, ESI shall provide access to Plan to PHI in - a Designated Record Set in order to meet the requirements under 45 C.F.R. § 164.524. If ESI receives a request directly from an Individual, or if requested by Plan that access be provided to the Individual, ESI shall provide access to the Individual to PHI in a Designated Record Set within thirty (30) days in order to meet the requirements under 45 C.F.R. § 164.524. (i) Amendment. Within sixty (60) days of a request by Plan or subject Individual, ESI agrees to make any appropriate amendment(s) to PHI in a Designated Record Set that Plan directs or agrees to pursuant to 45 C.F.R. § 164.526. 3 Q) Accounting. Within thirty (30) days of a proper request by Plan, ESI agrees to document and make available to Plan, for a reasonable cost-based fee (under conditions permitted by HIPAA if an Individual requests an accounting more than once during a twelve month period), such disclosures of PHI and information related to such disclosures necessary to respond to such request for an accounting of disclosures of PHI, in accordance with 45 C.F.R. § 164.528. Within sixty (60) days of proper request by subject Individual, ESI agrees to make available to the Individual the information described above. ESI shall retain copies of any accountings for a period of six (6) years from the date the accounting was created. (k) Restrictions on Use or Disclosure. Within fifteen (15) business days of a request of Plan, ESI agrees to consider restrictions on the use or disclosure of PHI agreed to by Plan on behalf of an Individual in accordance with 45 C.F.R. § 164.522. 47 219922.1 1 (1) Audit and Inspection. ESI agrees to make internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by ESI on behalf of Plan, available to Plan within ten (10) business days, or at the request of Plan or the Secretary, to the Secretary in a time and manner directed by the Secretary, for j purposes of the Secretary determining Plan's compliance with the HIPAA Rules. Any release of information regarding ESI's practices, books and records is proprietary to ESI and shall be treated as confidential and shall not be further disclosed without the written permission of ESI, except as necessary to comply with the HIPAA Rules. (m) Privacy of Individually Identifiable Health Information. To the extent ESI is to carry out one or more of Plan's obligations under Subpart E of 45 C.F.R. Part 164, ESI agrees to comply with the requirements of subpart E that apply to the covered entity in the performance of such obligations. 3. Plan Obligations. (a) Plan shall notify ESI of any limitation(s) in the notice of privacy practices of Plan.in accordance with 45 C.F.R. § 164.520,to the extent that such limitation may affect ESI's use or disclosure of PHI. (b) Plan shall notify ESI of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect ESI's use or disclosure of PHI. (c) Plan shall notify ESI of any restriction to the use or disclosure of PHI that Plan has agreed to in accordance with 45 C.F.R. § 164.522,to the extent that such restriction may affect ESI's use or disclosure of PHI. I { (d) Plan shall not request that ESI use or disclose PHI in any manner that would exceed that which is minimally necessary under the HIPAA Rules or that would not be permitted by a Covered Entity. (e) Plan agrees that it will have entered into "Business Associate Agreements with any third parties (e.g., case managers, brokers or third party administrators)to which Plan directs and authorizes ESI to disclose PHI. 4. Transactions Standards. The HIPAA Rules provide for certain Transactions Standards for transfer of data between trading partners. While certain of the standards may or may not be adopted by Plan (e.g., for eligibility), ESI will be prepared to accept the following in accordance with 45 C.F.R. Part 162.1502: ASC X12N 834 — Benefit Enrollment and Maintenance. In addition, to the extent applicable, ESI shall comply with other applicable transactions standards for claims processing functions between ESI and provider pharmacies. Each party hereby agrees that it shall not change any definition, data condition or use of a data element or segment in a standard, add any data elements or segment to the maximum defined data set, use any code or data elements that are either marked "not used" in the standard's implementation specification or are not in the implementation specification, or change the meaning or intent of the implementation specification. 5. Material Breach of Business Associate Agreement; Termination. (a) Without limiting the termination rights of the parties pursuant to the PBM Agreement, upon either party's knowledge of a material breach by the other of this Business Associate Agreement, the non-breaching party shall notify the breaching party of such material breach and the breaching party shall have thirty (30) days to cure such material breach. In the event the breach is not cured, or cure is infeasible, the non-breaching party shall have the right to immediately terminate this Business Associate Agreement and the PBM Agreement or if cure of the material breach is infeasible, report the violation to the Secretary. (b) To the extent feasible, upon termination of the PBM Agreement for any reason, ESI shall, and shall cause any subcontractors and agents to, return or destroy and retain no copies of all PHI received from, or created or received by ESI on behalf of, Plan. If ESI determines, in its sole discretion, that return or destruction of such information is not feasible, j ESI shall continue to limit the use or disclosure of such information as set forth in this Agreement as if the PBM Agreement had not been terminated. i 6. Indemnification. Each party (the "Indemnifying Party") shall indemnify and hold the other party and its officers, directors, employees and agents (each an "Indemnified Party") harmless from and against any claim, cause of action, I liability, damage, cost or expense ("Liabilities") to which the Indemnified Party becomes subject to as a result of third party I claims (including reasonable attorneys' fees and court or proceeding costs) brought against the Indemnified Party, which ! arise as a result of: (i) the material breach of this Business Associate Agreement by the Indemnifying Party; or(ii) the gross negligence or willful misconduct of the Indemnifying Party, except to the extent such Liabilities were caused by the Indemnified Party. A party entitled to indemnification under this Section 6 shall give prompt written notification to the Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification is sought, subject to applicable confidentiality constraints. The Indemnifying Party shall be entitled to assume control of the defense of such action, suit, proceeding or claim with competent counsel of its choosing. Indemnification shall not be required if any claim is settled without the Indemnifying Party's consent, which such consent 48 219922.1 I shall not be unreasonably withheld. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 6, IN NO EVENT WILL AN INDEMNIFYING PARTY BE LIABLE TO AN INDEMNIFIED PARTY UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL LOSSES OR DAMAGES OF ANY KIND. j 7. Miscellaneous. (a) Amendment. The parties acknowledge that the foregoing provisions are designed to comply with the mandates of the HIPAA Rules. ESI shall provide written notice to Plan to the extent that any regulation or amendment to regulations promulgated by the Secretary requires changes to this Business Associate Agreement. Such written notice shall include any additional amendment required by any such final regulation and the Business Associate Agreement shall be automatically amended to incorporate the changes set forth in such amendment provided by ESI to Plan, unless Plan objects to such amendment in writing within fifteen (15) days of receipt of such written notice. In the event that Plan objects timely to such amendment, the parties shall work in good faith to reach agreement on an amendment to the Business Associate Agreement that complies with the final regulations. If the parties are unable to reach agreement regarding an amendment to the Business Associate Agreement within thirty(30) days of the date that ESI receives any written objection from Plan, either ESI or Sponsor may terminate this Business Associate Agreement upon ninety (90) days written notice to the other party. Any other amendment to this Business Associate Agreement unrelated to compliance with applicable law and regulations shall be effective only upon execution of a written agreement between the parties. (b) Effect on PBM Agreement. Except as relates to the use, security and disclosure of PHI and electronic transactions, this Business Associate Agreement is not intended to change the terms and conditions of, or the rights and obligations of the parties under, the PBM Agreement. (c) No Third-Party Beneficiaries. Nothing express or implied in the PBM Agreement or in this Business Associate Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever. (d) Interpretation. Any ambiguity in this Business Associate Agreement shall be resolved in favor of a meaning that permits both parties to comply with the HIPAA Rules. j (e) Effective Date. This Business Associate Agreement shall be effective as of the effective date of the PBM Agreement. 3 i I t { 49 219922.1 i i EXHIBIT D FINANCIAL DISCLOSURE TO ESI PBM CLIENTS This disclosure provides an overview of the principal revenue sources of Express Scripts, Inc. and Medco Health Solutions, Inc. (individually and collectively referred to herein as "ESI"), as well as ESI's affiliates. In addition to administrative and dispensing fees paid to ESI by our clients for pharmaceutical benefit management ("PBM") services, ESI and its affiliates derive revenue from other sources, including arrangements with pharmaceutical manufacturers, wholesale distributors, and retail pharmacies. Some of this revenue relates to utilization of prescription drugs by members of the clients receiving PBM services. ESI may pass through certain manufacturer payments to its clients or may retain those payments for itself, depending on the contract terms between ESI and the client. Network Pharmacies—ESI contracts for its own account with retail pharmacies to dispense prescription drugs to client members. Rates paid by ESI to these pharmacies may differ among networks (e.g., Medicare, Worker's Comp, open and limited), and among pharmacies within a network, and by client arrangements. PBM agreements generally provide that a client pays ESI an ingredient cost, plus dispensing fee, for drug claims. If the rate paid by a client exceeds the rate contracted with a particular pharmacy, ESI will realize a positive margin on the applicable claim. The reverse also may be true, resulting in negative margin for ESI. ESI also enters into pass-through arrangements where the client pays ESI the actual ingredient cost and dispensing fee amount paid by ESI for the particular claim when the claim is adjudicated to the pharmacy. In addition, when ESI receives payment from a client before payment to a pharmacy, ESI retains the benefit of the use of the funds between these payments. ESI may maintain non-client specific aggregate guarantees with pharmacies and may realize positive margin. ESI may charge pharmacies standard transaction fees to access ESI's pharmacy claims systems and for other related administrative purposes. Brand/Generic Classifications — Prescription drugs may be classified as either a "brand" or "generic;" however, the reference to a drug by its chemical name does not necessarily mean that the product is recognized as a generic for adjudication, pricing or copay purposes. For purposes of pharmacy reimbursement, ESI distinguishes brands and generics through a proprietary algorithm ("BGA") that uses certain published elements provided by First DataBank (FDB) including price indicators, Generic Indicator, Generic Manufacturer Indicator, Generic Name Drug Indicator, Innovator, Drug Class and ANDA. The BGA uses these data elements in a hierarchical process to categorize the products as brand or generic. The BGA also has processes to resolve discrepancies and prevent "flipping" between brand and generic status due to price fluctuations and marketplace availability changes. The elements listed above and sources are subject to change based on the availability of the specific fields. Updated summaries of the BGA are available upon request. Brand or generic classification for client reimbursement purposes is either based on the BGA or specific code indicators from Medi-Span or a combination of the two as reflected in the client's specific contract terms. Application of an alternative methodology based on specific client contract terms does not affect EST's application of its BGA for ESI's other contracts. Maximum Allowable Cost ("MAC")/Maximum Reimbursement Amount ("MRA") — As part of the administration of the PBM services, ESI maintains a MAC List of drug products identified as requiring pricing management due to the number of manufacturers, utilization and/or pricing volatility. The criteria for inclusion on the MAC List are based on whether the drug has readily available generic product(s), is generally equivalent to a brand drug, is cleared of any negative clinical implications, and has a cost basis that will allow for pricing below brand rates. ESI also maintains MRA price lists for drug products on the MAC List based on current price reference data provided by MediSpan or other nationally recognized pricing source, market pricing and availability information from generic manufacturers and on-line research of national wholesale drug company files, and client arrangements. Similar to the BGA, the elements listed above and sources are subject to change based on the availability of the specific fields. Updated summaries of the MAC methodology are available upon request. Manufacturer Formulary Rebates, Associated Administrative Fees, and PBM Service Fees— ESI contracts for its own account to obtain formulary rebates attributable to the utilization of certain brand drugs and supplies (and possibly certain authorized generics marketed under a brand manufacturer's new drug application). Formulary rebate amounts received vary based on client specific utilization, the volume of utilization as well as formulary position applicable to the drug or supplies, and adherence to various formulary management controls, benefit design requirements, claims volume, and other similar factors, and in certain instances also may vary based on the product's market-share. ESI often pays an amount equal to all or a portion of the formulary rebates it receives to a client based on the client's PBM agreement terms. ESI retains the financial benefit of the use of any funds held until payment of formulary rebate amounts is made to the client. ESI or its i affiliates may maintain non-client specific aggregate guarantees and may realize positive margin. In addition, ESI provides administrative services to contracted manufacturers which include, for example maintenance and operation of systems and _ other infrastructure necessary for invoicing and processing rebates, pharmacy discount programs, access to drug utilization I data, as allowed by law, for purposes of verifying and evaluating applicable payments, and for other purposes related to the manufacturer's products. ESI receives administrative fees from the participating manufacturers for these services. These i administrative fees are calculated based on the price of the drug or supplies along with the volume of utilization and do not l exceed the greater of(i) 4.58% of the average wholesale price, or(ii) 5.5% of the wholesale acquisition cost of the products. I In its capacity as a PBM company, ESI also may receive other compensation from manufacturers for the performance of various services, including, for example, formulary compliance initiatives, clinical services, therapy management services, education services, medical benefit management services, and the sale of non-patient identifiable claim information. This compensation is not part of the formulary rebates or associated administrative fees. 50 219922.1 I Copies of ESI's standard formularies may be reviewed at www.express-scripts.com/wps/portal/. In addition to formulary considerations, other plan design elements are described in ESI's Plan Design Review Guide, which may be reviewed at www.express-scripts.com/wps/portal/. ESI Subsidiary Pharmacies — ESI has several licensed pharmacy subsidiaries, including our specialty pharmacies. These entities may maintain product purchase discount arrangements and/or fee-for-service arrangements with pharmaceutical manufacturers and wholesale distributors. These subsidiary pharmacies contract for these arrangements on their own account in support of their various pharmacy operations. Many of these subsidiary arrangements relate to services provided outside of PBM arrangements, and may be entered into irrespective of whether the particular drug is on one of ESI's national formularies. Discounts and fee-for-service payments received by ESI's subsidiary pharmacies are not part of the PBM formulary rebates or associated administrative fees paid to ESI in connection with EST's PBM formulary rebate programs. However, certain purchase discounts received by ESI's subsidiary pharmacies, whether directly or through ESI, 41 may be considered for formulary purposes if the value of such purchase discounts is used by ESI to supplement the discount on the ingredient cost of the drug to the client based on the client's PBM agreement terms. From time to time, ESI and its affiliates also may pursue and maintain for its own account other supply chain sourcing relationships not described below as beneficial to maximize EST's drug purchasing capabilities and efficiencies, and ESI or affiliates may realize an overall positive margin with regard to these initiatives. 1 The following provides additional information regarding examples of ESI subsidiary discount arrangements and fee- for-service arrangements with pharmaceutical manufacturers, and wholesale distributors: ESI Subsidiary Pharmacy Discount Arrangements — ESI subsidiary pharmacies purchase prescription drug inventories, either from manufacturers or wholesalers, for dispensing to patients. Often, purchase discounts off the acquisition cost of these products are made available by manufacturers and wholesalers in the form of either up-front discounts or retrospective discounts. These purchase discounts, obtained through separate purchase contracts, are not formulary rebates paid in connection with our PBM formulary rebate programs. Drug purchase discounts are based on'a pharmacy's inventory needs and, at times, the performance of related patient care services and other performance requirements. When a subsidiary pharmacy dispenses a product from its inventory, the purchase price ' paid for the dispensed product, including applicable dispensing fees, may be greater or less than that pharmacy's acquisition cost for the product net of purchase discounts. In general, our pharmacies realize an overall positive margin between the net acquisition cost and the amounts paid for the dispensed drugs. 1 ESI Subsidiary Fee-For-Service Arrangements - One or more of ESI's subsidiaries, including, but not limited to, its subsidiary pharmacies also may receive fee-for-service payments from manufacturers or wholesalers in conjunction with various programs or services, including, for example, patient assistance programs for indigent patients, dispensing prescription medications to patients enrolled in clinical trials, various therapy adherence and fertility programs, administering FDA compliance requirements related to the drug, product reimbursement support services, and various other clinical or pharmacy programs or services. As a condition to having access to certain products, and sometimes related to certain therapy adherence criteria or FDA requirements, a pharmaceutical manufacturer may require a pharmacy to report selected information to the manufacturer regarding the pharmacy's service levels and other dispensing-related data with respect to patients who receive that manufacturer's product. A portion of the discounts or other fee-for-service payments made available to our pharmacies may represent compensation for such reporting. ,Other Manufacturer Arrangements— ESI also maintains other lines of business that may involve discount and service fee relationships with pharmaceutical manufacturers and wholesale distributors. Examples of these businesses include a wholesale distribution business, group purchasing organizations (and related group purchasing organization fees), a medical benefit management company, and United BioSource Corporation ("UBC"). Compensation derived ' through these business arrangements is not considered for PBM formulary placement, and is in addition to other amounts described herein. Of particular note, UBC partners with life sciences and pharmaceutical companies to develop, commercialize, and support safe, effective use and access to pharmaceutical products. UBC maintains a team of research scientists, biomedical experts, research operations professionals, technologists and clinicians who work with clients to conduct and support clinical trials, create, and validate and administer pre and post product safety and risk management programs. UBC also works on behalf of pharmaceutical manufacturers to provide product and disease state education programs, reimbursement assistance, and other support services to the public at large. These service fees are not part of the formulary rebates or associated administrative fees. Third Party Data Sales—Consistent with any client contract limitations, ESI or its affiliates may sell HIPAA compliant information maintained in their capacity as a PBM, pharmacy, or otherwise to data aggregators, manufacturers, or 1 other third parties on a fee-for-service basis or as a condition of discount eligibility. All such activities are conducted in compliance with applicable patient and pharmacy privacy laws and client contract restrictions. 1 December 1,2014 w THIS EXHIBIT REPRESENTS ESI'S FINANCIAL POLICIES. ESI MAY PERIODICALLY UPDATE THIS EXHIBIT AND THE FINANCIAL DISCLOSURES CONTAINED HEREIN TO REFLECT CHANGES IN ITS BUSINESS PROCESSES; THE CURRENT FINANCIAL DISCLOSURE IS AVAILABLE UPON REQUEST AND ACCESSIBLE ON EXPRESS- SCRIPTS.COM AT WWW. EXPRESS-SCRIPTS.COM/WPS/PORTALL 51 219922.1 EXHIBIT E PERFORMANCE STANDARDS L COMMERCIAL PERFORMANCE STANDARDS In the event that any failure by ESI to meet any performance standard is due to a "force majeure" as defined in the Agreement, failure of Sponsor to perform its obligations under the Agreement, or actions or inactions of Sponsor that adversely impact ESI's ability to maintain the subject standard (e.g., faulty eligibility, changes in benefit design not adequately communicated to Members and benefit designs that substantially change the Members' rights under the Plan), ESI will be excused from compliance with such performance standards until such circumstances have been resolved and any existing backlogs or other related effects have been eliminated. Within ninety (90) days after the end of each year, ESI shall report to Sponsor ESI's performance under each performance standard. Notwithstanding the foregoing, for purposes of determining whether ESI has met or failed to meet each performance standard, performance standards will be measured and reconciled on an annual basis and amounts due resulting from an ESI failure to meet any performance standard(s), if any, shall be calculated and paid to Sponsor within thirty (30) days following Sponsors receipt of reconciliation report. No performance penalties, if any, will be paid until this Agreement is executed by Sponsor. In no event will the sum of the payments to Sponsor, as a result of ESI's failure to meet the performance standards exceed $110,000 for the implementation performance standard and $12 per Member up to a maximum of$110,000 per year for the annual performance standards. The following performance standards are based on 9,100 Members as of the Effective Date and throughout the Term. Any material change below such number may result in a renegotiation of the standards and penalties set forth below. Performance standards for EST's Mail Service Pharmacy assume a minimum of 1,000 Mail Service Pharmacy prescriptions submitted annually. i i I i i 1 52 219922.1 I ' i \1 Commercial Performance Standards Service Feature Standard Penalty Implementation Implementation and ESI will guarantee the implementation of Sponsor to be The following dollars will be Start-up completed in accordance within the mutually agreed upon paid to Sponsor if ESI does timelines. Each of ESI's standards is dependent upon not complete the deliverables receiving specific information from Sponsor. Loading of by the dates noted in the eligibility and production of ID cards are dependent upon performance standard, receiving group structure and benefit plan design sign off assuming that Sponsor has from Sponsor. A delay in receipt of data or information provided the information from Sponsor may require rescheduling of all subsequent necessary to complete these deliverable dates. deliverables: The recommended implementation time frame is 90 days. Benefit Plan Design— $16,000 The implementation performance Standard is a one-time Group Structure and Eligibility only Standard valid 90 days from Sponsor's effective Load—$16,000 date. ID Cards—$16,000 Toll-Free Telephone Number —$16,000 Communications—$16,000 Initial File Loads: Claims History-$16,000 Initial File Loads: Prior Authorization History— $16,000 The above reference our standard IPGs. The maximum implementation penalty will be$110,000. Contact Center Average Speed of ESI guarantees that calls will be answered in an average Sponsor may allocate up to Answer of 30 seconds or less. twenty percent(20%)of the This Standard is predicated on the installation of a toll- annual amount at risk to any free telephone number unique to Sponsor. standard with the total adding up to one hundred percent (100%)of the amount at risk. Blockage Rate ESI will guarantee a blockage rate of 1%or less. Sponsor may allocate up to (Busy Signal) Blockage is defined as a caller receiving a busy signal. twenty percent(20%)of the This Standard is measured at a book of business level. annual amount at risk to any standard with the total adding up to one hundred percent 100% of the amount at risk. Percent of Calls The Telephone Abandonment Rate of the Member Sponsor may allocate up to Abandoned Service Telephone Line will be 3%or less of all incoming twenty percent(20%) of the calls received during each Contract Year. annual amount at risk to any standard with the total adding up to one hundred percent j 100% of the amount at risk. First Call Resolution ESI guarantees that 94%or greater of patient calls will Sponsor may allocate up to 3 be resolved on the first call. twenty percent(20%)of the annual amount at risk to any standard with the total adding up to one hundred percent 100% of the amount at risk. 53 219922.1 i n� Commercial Performance Standards Service Feature Standard Penalty Home Delivery Pharmacy Dispensing Accuracy The Dispensing Accuracy Rate for each Contract Year will Sponsor may allocate up to be 99.996% or greater. Standard is measured at book of twenty percent(20%) of the business. annual amount at risk to any standard with the total adding up to one hundred percent 100% of the amount at risk. Turnaround Time for ESI guarantees to dispense prescriptions not subject to Sponsor may allocate up to Routine(Clean) intervention within an average of two (2) business days. twenty percent(20%) of the Prescriptions annual amount at risk to any standard with the total adding up to one hundred percent 100% of the amount at risk. Turnaround Time for ESI guarantees to dispense prescriptions subject to Sponsor may allocate up to Prescriptions Subject to intervention within an average of four(4) business days. twenty percent(20%) of the Intervention annual amount at risk to any standard with the total adding up to one hundred percent 100% of the amount at risk. Data Systems Data Systems ESI guarantees an annual average 99% system Sponsor may allocate up to Availability and availability of the point-of-sale adjudication system. This twenty percent(20%)of the Adjudication Standard excludes systems downtime attributed to annual amount at risk to any regularly scheduled systems maintenance or systems standard with the total adding downtime attributed to telecommunications failure or up to one hundred percent other circumstances outside the control of ESI. (100%) of the amount at risk. Client Services Administration Member Satisfaction One random sample member survey will be completed Sponsor may allocate up to Survey annually on a book-of-business basis. ESI guarantees a twenty percent(20%)of the patient satisfaction rate of 90%or greater based on annual amount at risk to any overall satisfaction. This standard will be measured and standard with the total adding reported annually. up to one hundred percent 100% of the amount at risk. Eligibility Sponsor may allocate up to. Accurate and complete eligibility files electronically twenty percent(20%)of the Eligibility—Timeliness transmitted by 10:00 A.M. EST,via secured processes annual amount at risk to any of Installations acceptable.to ESI, will•be updated within two(2) standard with the total adding business days of receipt. up to one hundred percent 100% of the amount at risk. 'i f 1 i 1 1 I 54 219922.1 I 11. EGWP PERFORMANCE STANDARDS In the event that any failure by ESI to meet any performance standard is due to a "force majeure" as defined in the Agreement, failure of Sponsor to perform its obligations under the Agreement, or actions or inactions of Sponsor that adversely impact ESI's ability to maintain the subject standard (e.g., faulty eligibility, changes in benefit design not adequately communicated to Members and benefit designs that substantially change the Members' rights under the Plan), ESI will be excused from compliance with such performance standards until such circumstances have been resolved and any existing backlogs or other related effects have been eliminated. Within ninety (90) days after the end of each year, ESI shall report to Sponsor ESI's performance under each performance standard. Notwithstanding the foregoing, for purposes of determining whether ESI has met or failed to meet each performance standard, performance standards will be measured and reconciled on an annual basis and amounts due resulting from an ESI failure to meet any performance standard(s), if any, shall be calculated and paid to Sponsor within thirty (30) days following Sponsors receipt of reconciliation report. No performance penalties, if any, will be paid until this Agreement is executed by Sponsor. In no event will the sum of the payments to Sponsor, as a result of.EST's failure to meet the performance standards exceed $12.00 per Member up to a maximum of$30,000 per year for the annual performance standards. The following performance standards are based on 2,500 Members as of the Effective Date and throughout the Term. Any material change below such number may result in a renegotiation of the standards and penalties set forth below. Performance standards for ESI's Mail Service Pharmacy assume a minimum of 1,000 Mail Service Pharmacy prescriptions submitted annually. EGWP Performance Standards _Service Feature T Standard Penalty Contact Center Speed of Answer ESI guarantees that 80% of calls will be answered ESI will pay Sponsor$3,000 in 30 seconds or less. This Standard is predicated, for each full percentage point on the installation of a toll-free number unique to below the standard 80%on the Sponsor. an annual basis. The maximum annual penalty will be$6,000.The calculation will be based on the speed of answer. Percent of Calls The abandonment rate on Sponsor's dedicated toll- ESI will pay Sponsor$3,000 Abandoned free line will be 5% or less for each full percentage point above the standard 5% on an annual basis. The maximum annual penalty will be $6,000. The calculation will be based on the average percentage of calls r abandoned. Eligibility Eligibility—Timeliness of ESI guarantees that electronic eligibility will be ESI will put$6,000 as a total j Installations installed and eligibility status will be effective within amount of penalty at risk. an annual average of two (2) business days from approval by CMS. i Grievances Grievances–Turnaround If Sponsor elects that ESI handle grievances,then ESI will put$6,000 as a total Time ESI shall process Grievances as follows: amount of penalty at risk. 55 219922.1 I� EGWP Performance Standards Service Feature Standard Penalty • 30 days for standard grievances • 24 hours for expedited grievances Paper Claims Paper Claims Processing ESI guarantees that member-submitted claims ESI will put$6,000 as Time requiring no development will be reimbursed or the total amount of responded to within fourteen (14) calendar days. penalty at risk. i 56 219922.1 EXHIBIT F ,I Employer-Only Sponsored Group Waiver Plan (EGWP) Addendum 1. Construction. Unless otherwise stated herein, the terms and conditions of the Agreement shall apply to services provided by ESI by and through its affiliate, Medco Containment Life Insurance Company, a Pennsylvania corporation, ("MCLIC") only insofar as such services are provided to Sponsor's EGWP Members (as defined herein). In addition, the terms and conditions set forth in this EGWP Addendum shall apply to services provided by MCLIC to Sponsor's EGWP Members. In the event there is a conflict between the terms and conditions in the Agreement and in this EGWP Addendum, the terms and conditions in this EGWP Addendum shall control, but only as they relate to services provided to EGWP Members. Capitalized terms not otherwise defined in this EGWP Addendum shall have the meaning ascribed to them in the Agreement. 2. Acknowledgements. The parties agree and acknowledge as follows: A. MCLIC is an approved CMS-contracted prescription drug plan ("PDP") sponsor for an Employer Group Waiver Plan PDP in accordance with CMS regulations and has received approval from the Centers for Medicare and Medicaid Services ("CMS") to serve as a Prescription Drug Plan Sponsor (a "PDP Sponsor") and to provide prescription drug coverage that meets the requirements of, and pursuant to, the Voluntary Prescription Drug Benefit Program set forth in Part D of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, 42 U.S.C. §1395w-101 through 42 U.S.C. §1395w-152 (the "Act") and all applicable and related rules, regulations, and guidance promulgated, issued or adopted by CMS or other governmental agencies with jurisdiction over enforcement of the Act, including, but not limited to, 42 C.F.R. §423.1 through 42 C.F.R. §423.910 (with the exception of Subparts Q, R, and S), and the terms I of any PDP Sponsor contract between CMS and MCLIC (collectively, the "Medicare Drug Rules"); and B. Pursuant to the waivers granted by CMS under 42 U.S.C. §1395w-132(b), MCLIC offers employer-only sponsored group waiver plans ("EGWPs") to employers that wish to provide prescription drug benefits to their Part D Eligible Retirees (as defined below) in accordance with the Medicare Drug Rules; and C. MCLIC provides services hereunder through itself and its affiliates, including Express Scripts, Inc. ("ESI"); and D. Sponsor currently provides a prescription drug benefit (the "Current Benefit") to its Part D Eligible Retirees (as defined below) pursuant to a non-Medicare, self-insured welfare benefit plan; and E. Sponsor desires to contract with MCLIC to offer a prescription drug benefit to Sponsor's Part D Eligible Retirees pursuant to an EGWP that is substantially similar in design to the Current Benefit(the"EGWP Benefit," as further defined below); and F. Provided that the EGWP Benefit meets the actuarial equivalence standards of the Medicare Drug Rules, as more fully described below, MCLIC desires to offer the EGWP Benefit to Sponsor's Part D Eligible Retirees in accordance with the Medicare Drug Rules and pursuant to the terms and conditions of the Agreement and this EGWP Addendum. i 3. Definitions. j "Commercial Benefit" means the prescription drug benefit covering Sponsor's Members and + administered pursuant to the Agreement. "Coverage Gap" means the stage of the benefit between the initial coverage limit and the catastrophic coverage threshold, as described in the Medicare Part D prescription drug program administered by the United States federal government. 57 219922.1 \ 7� "Coverage Gap Discount" means the manufacturer discounts available to eligible Medicare Part D beneficiaries receiving applicable, covered Medicare Part D drugs, while in the Coverage Gap. "Coverage Gap Discount Program" means the Medicare program that makes manufacturer discounts available to eligible Medicare Part D beneficiaries receiving applicable, covered Medicare Part D drugs, while in the Coverage Gap. "EGWP Eligibility File" means the list(s) submitted by Sponsor to MCLIC, in accordance with Article II, indicating the Part D Eligible Retirees that Sponsor has submitted for enrollment in the EGWP Benefit, as verified by MCLIC through CMS eligibility files. For all other purposes under the Agreement, the "EGWP Eligibility File" shall also be considered an "Eligibility File." "EGWP Benefit" means the prescription drug benefit to be administered by MCLIC under this EGWP Addendum, as defined in the Recitals above and as further described in the Sponsor plan document, its summary plan description, and its summary of benefits, as may be amended from time to time in accordance with the terms of this EGWP Addendum. "EGWP Member" means each Part D Eligible Retiree who is enrolled in the EGWP Benefit in accordance with the terms of this EGWP Addendum. For all other purposes under the Agreement, every EGWP Member shall also be deemed to be a Member. "EGWP Plus" means a prescription drug benefit plan design that provides non-Medicare EGWP coverage supplemental to the standard Part D benefit, and is defined by CMS as other health or prescription drug coverage, and as such, the Coverage Gap Discount is applied before any additional i coverage beyond the standard Part D benefit. "Late Enrollment Penalty" or"LEP" means the financial penalty incurred under the Medicare Drug Rules by Medicare Part D beneficiaries who have had a continued gap in creditable coverage of sixty-three (63) days or more after the end of the beneficiary's initial election period, adjusted from time to time by CMS. "Medicare Formulary" means the list of prescription drugs and supplies developed, implemented and maintained in accordance with the Medicare Drug Rules for the EGWP Benefit. "Medicare Rebate Program" means MCLIC's or its affiliates' manufacturer rebate program under which MCLIC or its affiliates contract with pharmaceutical manufacturers for Rebates payable on selected Covered Drugs that are reimbursed, in whole or in part, through Medicare Part D, as such program may - change from time to time. "Part D" or"Medicare Part D" means the Voluntary Prescription Drug Benefit Program set forth in Part D of the Act. "Part D Eligible Retiree" means an individual who is (a) eligible for Part D in accordance with the Medicare Drug Rules, (b) not enrolled in a Part D plan (other than the EGWP Benefit), and (c) eligible to participate in Sponsor's Current Benefit. "Prescription Drug Plan" or"PDP" shall have the meaning set forth in the Medicare Drug Rules. "True Out-of-Pocket Costs" or "TrOOP" means costs incurred by an EGWP Member or by another person on behalf of an EGWP Member, such as a deductible or other cost-sharing amount, with respect i to Covered Drugs, as further defined in the Medicare Drug Rules. "Vaccine Claim" means a claim for a Covered Drug which is a vaccine. 4. Plan Status Under Applicable Laws; Enrollment and Disenrollment in the EGWP Benefit. A. Medicare Part D. Sponsor and MCLIC acknowledge and agree as follows:. 1 58 219922.1 i i 1.The design of and administration of the EGWP Benefit is subject to the applicable requirements of the Medicare Drug Rules. Sponsor shall provide all information and documents as may be reasonably required to administer the EGWP Benefit. 2.If the number of Sponsor's Part D Eligible Retirees is materially reduced or eliminated for any reason, MCLIC may communicate with those persons at MCLIC's expense regarding alternative Medicare Part D options, including alternative Medicare Part D services offered by MCLIC or one or more of its affiliates, and the program pricing terms hereunder may be equitably modified by MCLIC to reflect the reduction or elimination of the number of Part D Eligible Retirees. B. Group Enrollment. Subject to each individual's right to opt out, as described below, Sponsor shall enroll Part D Eligible Retirees in the EGWP Benefit through a group enrollment process, as further described in and permitted under the Medicare Drug Rules. Sponsor agrees that it will comply with all applicable requirements for group enrollment in EGWPs as set forth in the Medicare Drug Rules, and as described and required by MCLIC's policies and procedures. C. EGWP Eligibility File. No later than sixty (60) days prior to the Effective Date and the first day of each EGWP Benefit enrollment period thereafter, so long as this EGWP Addendum is in effect, Sponsor shall provide an EGWP Eligibility File to MCLIC via the communication medium reasonably requested by MCLIC that lists those Part D Eligible Retirees for whom Sponsor intends to make application for enrollment in the EGWP Benefit (i.e., those Part D Eligible Retirees who have not opted out of the group enrollment process) for that contract year. Sponsor represents and warrants that all information it provides to MCLIC in the EGWP Eligibility File will be complete and correct. Sponsor shall communicate all new enrollments (i.e., individuals who become eligible to participate in the EGWP Benefit outside of an annual I election period), requested retroactive enrollments of Part D Eligible Retirees, and disenrollments from the EGWP Benefit via the communication medium reasonably requested by MCLIC. MCLIC agrees to process retroactive enrollment requests pursuant to the requirements of the Medicare Drug Rules. D. Implementation. 1.MCLIC's Responsibilities. MCLIC shall implement the EGWP Eligibility File following _ confirmation of the Medicare Part D eligibility of the Part D Eligible Retirees listed on the EGWP Eligibility File with CMS eligibility files. A Part D Eligible Retiree will not be enrolled in the EGWP Benefit unless such individual is listed on both the EGWP Eligibility File submitted by Sponsor and the CMS eligibility files. Sponsor -- acknowledges and agrees that MCLIC may update in the EGWP Eligibility File any information concerning Part D Eligible Retirees upon receipt of corrected information from CMS, and MCLIC may use such corrected information to obtain a Part D Eligible Retiree's enrollment. For all Part D Eligible Retirees that have been included by Sponsor in the EGWP Eligibility File, but who are ultimately determined to be ineligible for participation in the EGWP Benefit, MCLIC or its affiliates shall notify the individual of his or her ineligibility in the EGWP Benefit and take all other action as required by applicable law. MCLIC shall communicate to Sponsor any changes to a Part D Eligible Retiree's information in the EGWP Eligibility File based upon updates or corrections received from CMS. i ' 2.Incomplete EGWP Eligibility File Information. Sponsor's submission to MCLIC of an i inaccurate or incomplete EGWP Eligibility File (e.g., missing health insurance claim number, date of birth, last name, first name, etc.) or otherwise incomplete information ! with respect to any individual Part D Eligible Retiree may result in a rejection of the Part D Eligible Retiree's enrollment in the EGWP Benefit. Sponsor acknowledges and agrees that MCLIC may contact Sponsor's Part D Eligible Retirees to obtain the information required hereunder and that MCLIC will update the EGWP Eligibility File on Sponsor's behalf to reflect additional information needed to complete enrollment of the Part D Eligible Retirees. If MCLIC, using reasonable efforts, is not able to obtain all 59 219922.1 I E missing information from a Part D Eligible Retiree within twenty-one (21) days after receiving Sponsor's initial request for enrollment of the Part D Eligible Retiree in the EGWP Benefit, then Sponsor's request shall be deemed cancelled and MCLIC or its affiliates shall notify the individual of his or her enrollment denial and non-enrollment in the EGWP Benefit and shall take all other action as required by applicable law. 3.Effective Date of Enrollment into EGWP Benefit. Notwithstanding any provision of this EGWP Addendum to the contrary, the effective date of enrollment for any Part D Eligible Retiree who MCLIC seeks to enroll in the EGWP Benefit hereunder shall be the i date of enrollment requested for that Part D Eligible Retiree by Sponsor on the EGWP Eligibility File, subject to any adjustments that MCLIC may make relating to eligibility verification or eligibility processing rules reasonably agreed upon by the parties. E. Individual Disenrollment. If Sponsor or CMS determines that an EGWP Member is no longer eligible to participate as an EGWP Member in the EGWP Benefit (an "Ineligible Enrollee"), upon notification to MCLIC, such Ineligible Enrollee shall be disenrolled in accordance with the Medicare Drug Rules. F. Voluntary Disenrollment. If an EGWP Member makes a voluntary request to be disenrolled from the EGWP Benefit (the "Voluntary Disenrollee") to Sponsor, then Sponsor shall notify MCLIC within two (2) business days of its receipt of the request for disenrollment, in a manner and format agreed upon by the parties. If Sponsor does not timely notify MCLIC of such j Voluntary Disenrollee's disenrollment in the EGWP Benefit, then MCLIC shall submit a retroactive disenrollment request to CMS. Sponsor acknowledges that CMS may only grant up to a ninety (90) day retroactive disenrollment in such instances. If the Voluntary Disenrollee makes his or her request directly to MCLIC, then MCLIC shall direct the Voluntary Disenrollee to initiate the disenrollment with the Sponsor. G. Group Disenrollment. If, upon the expiration of the then current term of this EGWP Addendum, Sponsor plans to disenroll its EGWP Members from the EGWP Benefit using a group disenrollment process, then Sponsor shall implement the following procedures: 1.Notification to EGWP Members. Sponsor shall provide at least twenty-one (21) days (or such other minimum days notice as required by the Medicare Drug Rules, if longer) prior written notice to each EGWP Member that Sponsor plans to disenroll him or her from the EGWP Benefit and shall include with such written notification an explanation as to how the EGWP Member may contact CMS for information on other Medicare Part D options that might be available to the EGWP Member; and 2.Information to MCLIC. Sponsor shall provide all the information to MCLIC that is required for MCLIC to submit a complete disenrollment request transaction to CMS, as set forth in the Medicare Drug Rules. Sponsor shall transmit the complete and accurate disenrollment file to MCLIC: (i) no later than twenty-five (25) days prior to the group disenrollment effective date, and (ii) in the case of a group disenrollment with an effective date of January 1 of the applicable calendar year, by no later than the deadline r communicated to Sponsor by MCLIC. H. Responsibilitv for Claims After Loss of Eligibility or Disenrollment. Sponsor shall be responsible for reimbursing MCLIC pursuant to the billing provisions of the Agreement for all Prescription Drug Claims processed by MCLIC, including those: (a) with respect to an Ineligible Enrollee during any period in which the EGWP Eligibility File indicated that such Ineligible Enrollee was eligible; and (b) with respect to a Voluntary Disenrollee, in the event Sponsor did not provide timely notice to MCLIC of such disenrollment as set forth herein. I. Effect On Commercial Benefit. By requesting a Member's enrollment as an EGWP Member in the EGWP Benefit, Sponsor represents that such EGWP Member's eligibility as a Member in the Commercial Benefit (except for EGWP supplemental coverage) will immediately terminate. Upon a Member's enrollment as an EGWP Member in the EGWP Benefit, Sponsor must communicate to MCLIC that the EGWP Member's eligibility as a Member in the Commercial 60 219922.1 Benefit has terminated through the Eligibility Files. Until Sponsor communicates to MCLIC that the Member's eligibility in the Commercial Benefit has terminated, coverage under the Commercial Benefit and the terms and conditions applicable thereto will remain in effect for that Member. J. Effect of Termination of Commercial Benefit. Termination of services with respect to the Commercial Benefit will not automatically terminate the provision of services with respect to the EGWP Benefit. K. Retroactive Payments/ Enrollment and Disenrollment. MCLIC may receive or recoup payments from CMS based upon retroactive enrollments to the EGWP Benefit or retroactive disenrollments from the EGWP Benefit under this EGWP Addendum. To the extent MCLIC has agreed in this EGWP Addendum to pay Sponsor amounts equal to such payments, MCLIC shall pay such amounts to Sponsor within forty-five (45) days of MCLIC's receipt of payments from CMS; provided, further, that any related EGWP PMPM Fees (as defined below) associated with the retroactive enrollment or disenrollment shall be adjusted in accordance with the applicable terms of this EGWP Addendum. 5. Prescription Drug Services. A. Prescription Drug Services. In exchange for the fees set forth in Exhibit A of the Agreement, MCLIC will administer the EGWP Benefit for EGWP Members in accordance with the terms and conditions of this EGWP Addendum. All such administrative services shall be provided by MCLIC in accordance with the Medicare Drug Rules and the terms of the EGWP Benefit. B. Actuarial Equivalence. The EGWP Benefit must satisfy all actuarial equivalence standards set forth in the Medicare Drug Rules. Sponsor hereby agrees to cooperate with MCLIC to perform the necessary actuarial equivalence calculations to determine whether the EGWP Benefit meets the foregoing actuarial equivalence standards prior to the Effective Date. If MCLIC determines that the EGWP Benefit does not meet the actuarial equivalence standards, then Sponsor shall cooperate with MCLIC to make necessary adjustments to the EGWP Benefit design to meet the actuarial equivalence standards. C. Changes to the EGWP Benefit. Sponsor shall have the right to request changes to the terms of the EGWP Benefit from time to time by providing written notice to MCLIC. MCLIC shall implement any such requested changes, subject to the following conditions: (a) all changes to the EGWP Benefit must be consistent with and implemented in the time and manner permitted by the Medicare Drug Rules; (b) the EGWP Benefit, after implementation of such changes, must continue to meet the actuarial equivalence standards referenced above; and (c) any requested -- change that would increase MCLIC's costs of administering the EGWP Benefit without an equivalent increase in reimbursement to MCLIC from Sponsor shall not be implemented unless and until Sponsor and MCLIC agree in writing upon a corresponding amendment to the reimbursement terms of this EGWP Addendum. D. EGWP Member Communications. All standard EGWP Member communications concerning the EGWP Benefit (e.g., benefit overview document, evidence of coverage) shall be mutually developed by MCLIC and the Sponsor pursuant to the Medicare Drug Rules, including the CMS Marketing Guidelines contained therein. Pursuant to the Medicare Drug Rules, MCLIC must provide all such EGWP Member communications, whether created or distributed by either Sponsor or MCLIC, to CMS for review upon CMS's request. If CMS notifies MCLIC that any such EGWP Member communication is deficient, Sponsor agrees to assist MCLIC to make t necessary revisions to such EGWP Member communication to correct such deficiency. E. Claims Processing. 1.COB. MCLIC will coordinate benefits with state pharmaceutical assistance programs and entities providing other prescription drug coverage consistent with the Medicare Drug Rules. 61 219922.1 i 2.TrOOP. MCLIC will establish and maintain a system to record EGWP Members' TrOOP balances, and shall communicate TrOOP balances to EGWP Members upon request. MCLIC will provide 24-hours a day, 7-days a week toll-free telephone, IVR and Internet support to assist Sponsor and EGWP Members with TrOOP verification. 3.EOBs. MCLIC will furnish EGWP Members, in a manner specified by CMS, a written explanation of benefits ("EOB") when prescription drug benefits are provided under qualified prescription drug coverage. F. Formulary and Medication Management. MCLIC or its affiliates will maintain a pharmacy and therapeutics committee ("P&T Committee") in accordance with the Medicare Drug Rules, which will develop a Medicare Formulary to be selected by Sponsor for the EGWP Benefit. All Covered Drugs on the Medicare Formulary shall be Part D drugs or otherwise permitted to be covered by a PDP under the Medicare Drug Rules. Sponsor acknowledges and agrees that the Medicare Formulary may not be modified by removing Covered Drugs, adding additional utilization management restrictions, making the cost-sharing status of a drug less beneficial or otherwise modified in a manner not consistent with the Medicare Drug Rules. a G. Medication Therapy Management. For the fees identified on Exhibit A of the Agreement, MCLIC or its affiliates will implement a Medication Therapy Management program that is designed to ensure that Covered Drugs prescribed to targeted EGWP Members are appropriately used to optimize therapeutic outcomes through improved medication use; and reduce the risk of adverse events, including adverse drug interactions. H. Late Enrollment Penalty. Sponsor agrees to and attests that it shall comply with the applicable CMS requirements of the LEP and shall comply with MCLIC's LEP policy, inducing participating with MCLIC in the following process. -- 1.Sponsor has an option to: (i) provide an initial global attestation to MCLIC to attest to creditable coverage for all of its EGWP Members; or (ii) periodically provide an attestation to MCLIC to attest to creditable coverage for its EGWP Members listed on the LEP report provided to Sponsor by MCLIC. 2.If Sponsor elects to periodically attest to MCLIC under the preceding subsection, then: a. Sponsor's response shall be delivered to MCLIC within five (5) business days from the receipt of LEP report from MCLIC; b. Sponsor shall provide MCLIC with the file listing all EGWP Members for whom Sponsor was unable to attest; and c. MCLIC shall also mail an attestation to each EGWP Member that has a gap in coverage as defined by CMS. 3.Sponsor will provide MCLIC with an attestation in MCLIC's standard form, which will be provided to Sponsor upon request, and a file listing of all the EGWP Members included in the attestation. 4.MCLIC will collect responses to the attestations from Sponsor or EGWP Members and submits EGWP Members information to CMS for processing and determination of applicable LEP. 5.CMS calculates the LEP amount and transmits the LEP amount to MCLIC on the daily TRR file, which is communicated to Sponsor. MCLIC shall invoice Sponsor for payment of the LEP. Sponsor may elect to either pay for the LEP on behalf of the EGWP Member, or seek reimbursement of the LEP amount from the EGWP Member. This election must be made prior to the beginning of each plan year and must be applied consistently by Sponsor for all EGWP Members throughout each plan year. 62 219922.1 I I I. Organized Health Care Arrangement. The parties agree that with respect to the EGWP Benefit, Sponsor and MCLIC are party to an Organized Health Care Arrangement under 45 C.F.R. § 160.103. 6. Document Retention and Government Audit. A. Document Retention. MCLIC and Sponsor will maintain, for a period of the then current plan year plus an additional ten (10) years, the applicable books, contracts, medical records, patient care documentation, and other records relating to covered services under this Amendment, including those relating to the collection of monthly premiums as set forth herein. MCLIC and its affiliates may use and disclose both during and after the term of this EGWP Addendum the anonymized claims data (de-identified in accordance with HIPAA) including drug and related medical data collected by MCLIC or provided to MCLIC by Sponsor for research; provider profiling; benchmarking, drug trend, and cost and other internal analyses and comparisons; clinical, safety and/or trend programs; ASES; or other MCLIC business purposes, in all cases subject to applicable law. B. Government Audit. MCLIC and Sponsor agree to allow the United States Department of Health and Human Services ("DHHS") and the Comptroller General, or their designees, the right to audit, evaluate, collect, and inspect books, contracts, medical records, patient care documentation and other records relating to covered services under this EGWP Addendum, as are reasonably necessary to verify the nature and extent of the costs of the services provided to EGWP Members under this EGWP Addendum, for a period of the then current plan year, plus an additional ten (10) years following termination or expiration of the EGWP Addendum for any reason, or until completion of any audit, whichever is later. i 3 7. Monthly Premiums; Fees; Billing and Payment. a A. Monthly Premiums. 1. Collection of Monthly Premium Amounts. In accordance with the Medicare Drug Rules, MCLIC hereby delegates the premium collection function to Sponsor and hereby directs Sponsor, on behalf of MCLIC, to collect all monthly premium payments due from EGWP Members for participation in the EGWP Benefit. In connection with MCLIC's delegation of the premium collection function to Sponsor under this Section 7.A.1, Sponsor hereby agrees as follows: a. That in no event, including, but not limited to, nonpayment by MCLIC of any amounts due by MCLIC to Sponsor pursuant to this EGWP Addendum, MCLIC's insolvency, or MCLIC's breach of this EGWP Addendum, will Sponsor bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against an EGWP Member or persons acting on his or her behalf for payments that are the financial responsibility of MCLIC under this EGWP Addendum. The foregoing is not intended to prohibit Sponsor from collecting premium amounts due by EGWP Members for participation in the EGWP Benefit. { 2. Determination of Monthly Premium Amounts (if any) to be Subsidized by Sponsor. In determining the amount of the EGWP Member's monthly premium for participation in the EGWP Benefit that Sponsor will subsidize, if any, Sponsor shall make such determination subject to the following restrictions and any other restrictions that may be imposed by CMS: a. Sponsor may subsidize different amounts for different classes of EGWP Members provided such classes are reasonable and based on objective business criteria, such as years of service, business location, job category, and nature of compensation (e.g., salaried vs. hourly). Different classes cannot be based on eligibility for the Low Income Subsidy; 63 219922.1 I b. Sponsor may not vary the premium subsidy for individuals within a given class of EGWP Members; c. Sponsor may not charge an EGWP Member more than the sum of his or her monthly beneficiary premium attributable to basic prescription drug coverage and 100% of the monthly beneficiary premium attributable to his or her supplemental prescription drug coverage, if any, d. MCLIC will, as directed by Sponsor, directly refund to the EGWP Member, within forty-five (45) days of original receipt from CMS of the Low Income Subsidy premium, the full premium subsidy amount up to the monthly beneficiary premium amount previously collected from the EGWP Member; provided, however, that to the extent there are Low Income Subsidy premium amounts remaining after MCLIC refunds the full monthly beneficiary premium amount to the EGWP Member, then that remaining portion of the Low Income Subsidy premium may be applied to the portion of the monthly premium paid by Sponsor; e. If Sponsor is not able to reduce the up-front monthly beneficiary premium as described in subsection (d) above, MCLIC, as directed by Sponsor, shall directly refund to the EGWP Member, within forty-five (45) days of original receipt from CMS of the Low Income Subsidy premium, the full premium subsidy amount up to the monthly beneficiary premium amount previously collected from the EGWP Member; f. If the Low Income Subsidy amount for which an EGWP Member is eligible is less than the portion of the monthly beneficiary premium paid by the EGWP Member, then MCLIC will communicate to the EGWP Member the financial consequences for the beneficiary of enrolling in the EGWP Benefit as compared to enrolling in another Medicare Part D plan with a monthly beneficiary premium equal to or below the Low Income Subsidy amount; and g. In the event of a change in an EGWP Member's Low Income Subsidy status or an EGWP Member otherwise becomes ineligible to receive the Low Income Subsidy after payment of the Low Income Subsidy premium amount to the EGWP Member, and upon MCLIC's receipt of notification from CMS that such Low Income Subsidy premium amount will be recovered from MCLIC or withheld from future payments to MCLIC, then MCLIC in its sole discretion will invoice Sponsor or set off from amounts otherwise owed from MCLIC to Sponsor, and in either case Sponsor shall reimburse MCLIC for, all amounts deemed by CMS to be ineligible Low Income Subsidy premium payments with respect to the EGWP Member. 3. Reporting and Auditing of Premium Amounts Non-Payment by EGWP Members. Upon reasonable advance written notice, MCLIC or its affiliates shall have access to Sponsor's records, including evidence of Sponsor's calculations of monthly premium amounts, in order to audit the monthly premium amounts collected from EGWP Members for the purposes of fulfilling reporting requirements under the Medicare Drug Rules or applicable state insurance laws related to collection of such premium amounts or to otherwise assess compliance with the Medicare Drug Rules in connection with the collection of such premium amounts. Any audits performed by MCLIC or its affiliates pursuant to this Section 7.A.3 will be at MCLIC's expense. Sponsor acknowledges and agrees that neither MCLIC nor its affiliates shall be i responsible to Sponsor for non-payment by any EGWP Member of any monthly premium amount due by such EGWP Member for participation in the EGWP Benefit. Sponsor further acknowledges and agrees that in the event that either Sponsor or MCLIC (through any audit) determines that Sponsor has collected a greater premium amount from an EGWP Member than is due, that Sponsor shall promptly refund any such overpayment to the EGWP Member. 64 219922.1 I i B. Billing. MCLIC or its affiliates will bill Sponsor for, and Sponsor shall pay MCLIC or its affiliates, (i) every two weeks for the EGWP Claims Reimbursement Amount (as defined below) for such billing period; and (ii) once per month for any EGWP Administrative Services Fees (as defined below) incurred by Sponsor during the previous month (or earlier if not yet invoiced to Sponsor). In addition, on a monthly basis, MCLIC will bill Sponsor for, and Sponsor shall pay MCLIC, the EGWP PMPM Fees (as defined below) due for such period. The EGWP Claims Reimbursement Amount, EGWP PMPM Fees, and EGWP Administrative Services Fees shall be referred to collectively as "EGWP Fees". For purposes of this Section 7.13: 1. "EGWP Claims Reimbursement Amount" means, with respect to any period, the amount equal to: a. The aggregate amount of reimbursement due from Sponsor to MCLIC for Covered Drugs dispensed to EGWP Members by the Pharmacies, and, if applicable, for Member Submitted Claims during such period, including dispensing fees and all associated claims processing administrative fees, based on the reimbursement rates and pricing terms set forth on Exhibit B of the Agreement; 'I minus b. Monthly beneficiary premiums paid to MCLIC by EGWP Members (but not including premiums collected by Sponsor on MCLIC's behalf pursuant to Section 7.A.2 to the extent such premium funds are not transferred by Sponsor to MCLIC), if any. 2. "EGWP PMPM Fees" means, with respect to any period, all per EGWP Member per month administrative fees as set forth on .Exhibit B-2 of the Agreement for such period. 3. "EGWP Administrative Services Fees" means the fees incurred by Sponsor, if any, for MCLIC's or its affiliates' performance of the administrative services listed in the EGWP Administrative Fees table set forth on Exhibit B of the Agreement. C. CMS Reimbursement. 1. CMS Reimbursement Payment Terms. MCLIC will pay Sponsor an amount equal to the total amount paid to MCLIC by CMS for the following: (1) advance direct subsidy monthly payments paid to MCLIC, if any, by CMS with respect to EGWP Members, and (2) low-income subsidy payments paid to MCLIC by CMS, if any, with respect to EGWP Members and subject to the provisions of Section 7.A.2 of this EGWP Addendum (collectively, "CMS Reimbursement"). MCLIC will pay amounts representing CMS Reimbursement, allocated pursuant to the terms of this EGWP Addendum, on a monthly basis approximately thirty (30) days after MCLIC's receipt of the CMS Reimbursement from CMS. MCLIC and its affiliates retain all right, title and interest to any and all actual CMS Reimbursement received from CMS. MCLIC shall pay Sponsor amounts equal to the CMS Reimbursement amounts allocated to Sponsor, as specified in this EGWP Addendum, from MCLIC's or its affiliates' general assets (neither Sponsor nor its EGWP Members retain any beneficial or proprietary interest in MCLIC's or its affiliates' general assets). Sponsor acknowledges and agrees that neither it nor its EGWP Members shall have a right to interest on, or the time value of, any CMS Reimbursement payments received by MCLIC or its affiliates during the collection period or moneys payable under this Section. No CMS Reimbursement amounts shall be paid until this EGWP Addendum is executed by 1 Sponsor. MCLIC shall have the right to retain and/or apply Sponsor's allocated CMS Reimbursement amounts or Rebates with respect to EGWP Member utilization to unpaid EGWP Fees and shall have the right to delay payment of CMS 65 219922.1 Reimbursement amounts to allow for final adjustments upon termination of this EGWP Addendum. 2. CMS Reimbursement Reporting. At least annually, MCLIC will provide Sponsor an 1 accounting of all CMS Reimbursement received by MCLIC from CMS pursuant to the Medicare Drug Rules with respect to the EGWP Benefit. i D. CMS-Required Reconciliation / Reinsurance. 1. End-of-Year Reconciliation. The parties acknowledge that approximately eleven (11) months after the conclusion of each plan year, CMS will reconcile payment year disbursements, including, but not limited to, CMS Reimbursements (as defined above) and Coverage Gap Discount Payments (as defined below), with updated enrollment and health status data, actual low-income cost-sharing costs, actual allowable reinsurance costs, and other pertinent information. Upon any payment adjustments made by CMS as a result of such reconciliation the following shall occur: (i) if MCLIC receives any additional payments from CMS as a result of previous underpayments discovered during the reconciliation, MCLIC will pay amounts equal to such amounts to Sponsor subject to the remaining terms of this EGWP Addendum; and (ii) with respect to any amounts requested, recovered or withheld by CMS as a result of previous overpayments discovered during the reconciliation, if MCLIC has paid amounts to Sponsor pursuant to this EGWP Addendum for CMS Reimbursement received by MCLIC and CMS determines during the reconciliation process that such CMS Reimbursement has been overpaid to MCLIC, Sponsor shall repay to MCLIC a such amounts previously paid by MCLIC in accordance with the payment terms of the Agreement. All such payments from MCLIC to Sponsor resulting from a CMS reconciliation will be paid to Sponsor no later than January 31 of the calendar year immediately following the date of MCLIC's receipt of the reconciliation payments from CMS. 2. End-of-Year Reinsurance Payments. The parties acknowledge that pursuant to the Medicare Drug Rules, approximately eleven (11) months after the conclusion of each plan year and after CMS' end-of-year reconciliation described in subsection (1) immediately above, CMS will make final payment to MCLIC for reinsurance for the immediately preceding coverage year based upon CMS obtaining all information necessary to determine the amount of the reinsurance payment. No later than January 31 of the calendar year immediately following MCLIC's receipt of such reinsurance payment, if any, MCLIC agrees to pay an amount equal to such reinsurance payment received by MCLIC to Sponsor subject to the remaining terms of this EGWP Addendum; provided, however, that if CMS subsequently recovers any such reinsurance payments from MCLIC due to a CMS reconciliation or other process described in the Medicare Drug Rules, then Sponsor shall be obligated to repay to MCLIC such amounts previously paid to Sponsor. 3. Plan-to-Plan Reconciliation. MCLIC will perform plan-to-plan coordination of EGWP Members' prescription drug benefits with other provider of prescription drug coverage a as set forth in the Medicare Drug Rules and any related reconciliation; provided, that no later than January 31 of the calendar year immediately following completion of such coordination or reconciliation process, MCLIC shall pay to Sponsor an amount 1 equal to payments recovered for the EGWP Benefit, but at the same time MCLIC shall have a right to recoup from Sponsor any amount which MCLIC is obligated to pay to any other prescription drug plan pursuant to a plan-to-plan reconciliation. i E E. Manufacturer Coverage Gap Discount. i i 1. Pursuant to its CMS contract, MCLIC has agreed to administer for EGWP Members at point-of-sale the Coverage Gap Discount authorized by section 1860D-14A of the Social Security Act. In connection with the Coverage Gap Discount, CMS will coordinate the collection of discount payments from manufacturers, and payment to 66 219922.1 i MCLIC, through a CMS contractor(the "Coverage Gap Discount Payments"). Subject to Section 7.D.1 above, MCLIC agrees to periodically remit to Sponsor amounts equal to 100% of the Coverage Gap Discount Payments received by MCLIC within forty-five (45) days following MCLIC's receipt of such Coverage Gap Discount Payments. MCLIC and its affiliates retain all right, title and interest to any and all actual Coverage Gap Discount Payments received from CMS, except that MCLIC shall pay Sponsor amounts equal to the Coverage Gap Discount Payments amounts allocated to Sponsor, as specified in this EGWP Addendum, from MCLIC's or its affiliates' general assets (neither Sponsor nor its EGWP Members retain any beneficial or proprietary interest in MCLIC's or its affiliates' general assets). Sponsor acknowledges and agrees that neither it nor its EGWP Members shall have a right to interest on, or the time value of, any Coverage Gap Discount Payments received by MCLIC or its affiliates during the collection period or moneys payable under this Section. No Coverage Gap Discount Payments shall be paid until this EGWP Addendum is executed by Sponsor. MCLIC shall have the right to apply Sponsor's allocated Coverage Gap Discount Payments amount to unpaid EGWP Fees and shall have the right to delay payment of Coverage Gap Discount Payments to allow for final adjustments upon termination of this EGWP Addendum. Notwithstanding anything contained in this Section 7, Sponsor shall retain all right, title, and interest to the amounts that MCLIC is contractually obligated to pay Sponsor hereunder, and failure by MCLIC to pay such amounts will constitute a breach of this EGWP Addendum. 2. If the EGWP Benefit administered by MCLIC under this EGWP Addendum for Sponsor includes EGWP Plus design elements, then the Coverage Gap Discount will be coordinated with the Commercial Benefit consistent with the Medicare Drug Rules. 8. Term and Termination; Default and Remedies. = A. Termination of MCLIC's Contract with CMS. If at any time throughout the term of this EGWP Addendum, CMS either does not renew its contract with MCLIC or terminates its contract with MCLIC such that MCLIC may no longer provide services as a PDP Sponsor under the Medicare - Drug Rules; then this EGWP Addendum shall be automatically terminated conterminously with such CMS contract termination. B. Obligations Upon Termination. Sponsor or its agent shall pay MCLIC in accordance with this EGWP Addendum for all claims for Covered Drugs dispensed and services provided to Sponsor and EGWP Members on or before the later of: (i) the effective date of termination, or(ii) the final date that all EGWP Members have been transitioned to a new Part D plan, as applicable (the "Termination Date"). Claims submitted by Participating Pharmacies or Member Submitted Claims filed with MCLIC after the Termination Date shall be processed and adjudicated in accordance with a mutually determined run-off plan, provided that, in any event, and subject to all applicable payment terms of the Agreement: (i) MCLIC shall re-process or re-adjudicate claims originally processed and adjudicated on or before the Termination date, as necessary, for a period of five (5) years from the end of the plan year in which the applicable claim was processed and adjudicated; (ii) MCLIC shall process and adjudicate Member Submitted Claims for Covered Drugs dispensed and services provided on or before the Termination Date for a period of three (3) years from the termination of this EGWP Addendum; and (iii) MCLIC shall process and adjudicate claims submitted by Participating Pharmacies for Covered Drugs dispensed and services provided on or before the Termination Date for a period of ninety (90) days from the termination of this EGWP Addendum. The parties shall cooperate regarding the transition of Sponsor and its EGWP Members to a successor PDP Sponsor in accordance with all applicable Medicare Drug Rules and MCLIC will take all reasonable steps to mitigate any disruption in service to EGWP Members. Notwithstanding the preceding, MCLIC may (a) delay payment of any final CMS Reimbursement amounts, Rebate amounts or other amounts due Sponsor, if any, to allow for final reconciliation of any outstanding amount owed by Sponsor to MCLIC, or (b) request that Sponsor pay a reasonable deposit in the event MCLIC is requested to process after the Termination Date claims incurred on or prior to such date. Signature page follows, 67 r 219922.1 ! ! IN WITNESS WHEREOF, the undersigned have executed this EGWP Addendum as of the day and year below set forth. MEDCO CONTAINMENT LIFE INSURANCE COMPANY By: By: Printed Name: Printed Name: Title: Title: Date: Date: Federal ID Number: j i i 3 i I 68 219922.1 I ,I Pharmacy Benefit Management Agreement between the City of Buffalo and Express Scripts, Inc. (HR) Mr. Rivera moved: That the above item be, and the above communication from the Commissioner of Human Resources, dated October 22, 2015, be received and filed; That the Common Council hereby authorizes the Commissioner Human Resources to execute the Pharmacy Benefit Management Agreement with Express Scripts, Inc., upon the material terms contained in the agreement and subject to the application and/or modification of any standard contractual terms deemed necessary to allow the Corporation Counsel to approve it as to form. The contract term is for three(3) years, commencing on March 1, 2016, and ending on February 28, 2019, with two (2) one-year renewal options. PASSED 3 1 s 1 i C:\Users\lmcinski\AppData\Local\Nficrosoft\Windows\Temporary Intemet Files\ContentOutlook\OX32QV W6\Pharmacy Benefit Management Agreement.docx i i I JI I * AYE * NO * * * j j FEROLETO FONTANA FRANCZYK i * * * GOLOMBEK PRIDGEN RIVERA SCANLON WINGO WYATT [-------------] [MAJ- 5 ] [2/3 - 61 [ 3/4 - 7 ] I 1 R, 8, 0 2 .f" B Phillips Lytle LLP i Via Hand Delivery October 20, 2015 City of Buffalo Common Council 1 City Hall 65 Niagara Square Buffalo, NY 14202 Re: Restricted Use Permit Application C. Auerbach, As Agent, 169 Buffalo River Proposal to re-establish a Scrap Metal Recycling and Processing Facility in the Buffalo Coastal Special District 3 Honorable Members of the Common Council: As you know, we represent Falls Metal Recycling LLC, regarding the application for a restricted use permit ("Use Permit") under Chapter 511 of the City of Buffalo Charter and Code ("Code") by Nickel City Shredding and Recycling, LLC, an affiliate of Upstate Shredding LLC and Ben Weitsman&Sons, Inc. (the "Applicant" or the "Weitsmans"). The Weitsmans propose to acquire an existing, largely dormant scrap yard owned and operated by Gerdau Ameristeel ("Gerdau") at 169 Buffalo River a/k/a 776 Ohio Street ("Site") and to establish a new high volume scrap yard including restarting shredder operations ("Project" or "Proposed Shredder Yard"). In the course of our work for Falls Metal Recycling, we have met other stakeholders who are very concerned about the Proposed Shredder Yard and its impacts upon the surrounding community. Accordingly, in addition to Falls Metal Recycling, we now also represent the Valley Community Association and Peg Overdorff with regard to the Project. The Valley Community Association has circulated petitions and have obtained many signatures of community members expressing deep concern about the Project and its potential adverse impacts to the community. Copies of these petitions are attached hereto for your consideration. a i i l ATTORNEYS AT LAW ADAM S. WALTERS, PARTNER DIRECT 716 847 7023 AWALTERS@PHILLIPSLYTLE.COM Iq ONE CANALSIDE 125 MAIN STREET BUFFALO,NY 14203-2887 PHONE 716 847 8400 FAX 716 852 6100 NEW YORK:ALBANY, BUFFALO, CHAUTAUQUA, GARDEN CITY, NEW YORK, ROCHESTER I WASHINGTON,DC I CANADA:WATERLOO REGION I PHILLIPSLYTLE.COM Common Council October 20, 2015 Page 2 I. Numerous Questions about the Project Are Unanswered Since the Weitsmans filed their application, we have strongly encouraged the Common Council to obtain detailed information about the Weitsmans' proposed operations at the Site and take a "hard look" at the potential adverse environmental impacts of same (as required by the State Environmental Quality Review Act ("SEQR") and Chapter 168 of the City of Buffalo Charter and Code ("Code")). Since the application was filed a little over two months ago, the Weitsmans have made numerous statements about their proposed operations at a community meeting that was held on September 15, 2015 and at Common Council Legislative Committee meetings. However, they appear to have actively worked to minimize the amount of information formally submitted to the Common Council about the Project (this includes a site plan that they have shown the Legislation Committee on multiple occasions but have never submitted). Numerous vital - and fundamental- questions about the Project remain unanswered including: • The exact scope of improvements to the Site that the Weitsmans are proposing. • The volume of scrap that the Weitsmans anticipate handling at the Site on an _ annual basis. • The anticipated volume of rail shipments of outgoing scrap. • The exact scope of modifications the Weitsmans propose to make to the Shredder to restart it. • The details on proposed mitigation conditions (proposed verbally only by the Weitsmans' counsel at the October 6, 2015 Legislation Committee meeting) and how those proposed conditions will actually mitigate adverse impacts associated j with the Proposed Shredder Yard. These questions must be answered and addressed by Applicant in formal submissions to the City as the lead agency in this SEQR process. i 3 j l - i Common Council October 20, 2015 Page 3 II. The Project Is a Type 1 Action Requiring Full Environmental Assessment In addition, some information that has been provided is inaccurate or lacks supporting documentation. For instance, in response to information that we provided to the Common Council on September 22, 2015 ("Our September 22d Submittal), Applicants' counsel submitted a letter dated October 6, 2015 ("Applicant's October 6th Submittal") asserting that the Proposed Shredder Yard is an unlisted action pursuant to SEQR and 1 that"[u]nlisted actions do not carry with them the same likelihood of requiring an EIS that is associated with Type I actions." We would respectfully submit that,based on the information available about the Project and statements by the Applicant and its representatives, the Proposed Shredder Yard is, in fact, a Type I action pursuant to SEQRA and, therefore,carries a presumption that an environmental impact statement or EIS must be prepared. The first step in the SEQRA process is for the lead agency to classify the proposed project as a Type I action, a Type II action or an Unlisted action. 6 NYCRR §617.6(a). SEQRA mandates that this be performed as early as possible. 6 NYCRR 617.6(a)(iv). The SEQRA regulations include a list of specific activities which are considered Type I actions. The purpose of the Type 1 action list is to identify actions that may have a significant adverse impact on the environment and that are more likely to require the preparation of an environmental impact statement. The City of Buffalo has adopted its own Type 1 action list which is found in Section 168- 4 of the City Charter and Code. Included on the Type 1 list adopted by the Common Council is the following: (9) Any Unlisted action which affects or takes place wholly, partially within or substantially contiguous to land within the base floodplain (one-hundred-year) . . . and which involve the following: i i (a) Zoning variances, rezonings, site plan reviews, amendments to Master Plans, ':. Planning Board approvals or issuance of a building permit. i i 1 3 {3 I Common Council October 20, 2015 Page 4 (b) New road construction. (c) Clear-cutting of trees. (d) New Construction, or a 50% or greater expansion of the following: [1] Commercial facilities. [2] Industrial facilities. [3] Residential units. [4] Public or private utility stations, sewage treatment plants,water facilities, wastewater treatment facilities. [5] Transportation terminals. [6] Parking lots. [7] Health care facilities such as hospitals and nursing homes. Section 168-4(B)(9)(emphasis added). The short EAF submitted by the Applicant specifically identifies the Site as within the base one hundred year floodplain. Applicant has also stated at public meetings about the Project that in order to help control dust at the Site, a significant area on the Site will be paved to provide parking and staging for inbound vehicles and that an existing dirt access road around the Site (which is several hundred feet long),will be paved. Additional hard surfaces will be installed (paving or concrete) for staging of materials. And, Applicant statements at a community meeting held by Applicant on September 15, 2015, has also stated that several new buildings will be constructed as part of their proposal including new storage buildings and a fluid draining structures to remove fluids from cars prior to shredding. i I i i Common Council October 20, 2015 Page 5 While Applicant has refrained from submitting an actual site plan to date, which would delineate these improvements to the Common Council, statements made by Applicant's counsel regarding mitigation measures proposed by Applicant further support the fact that building permits and site plan review will be required. For instance, Applicant has proposed construction of new screening fences all around the property, establishment of a new access path from the entrance of the Site to the Buffalo River, and that all truck and vehicle staging will be located on-Site. While Applicant appeared to back off on the commitment to pave new parking and staging areas at the Committee meeting, the Code requires that every off-street parking area and access drive thereto "shall be paved." Code Section 511-97(C). In addition, per Section 103-2.3(B)(18) and 103-2.3(D), the proposed paving activities (even if simply repaving exiting roads and parking areas) triggers the need for a building permit (only paving associated with walkways, terraces and patios at commercial properties is exempt). Accordingly, based on Applicant's proposed plans for the Site which is located in a floodplain and calls for various improvements included new paved parking and internal circulation road and the issuance of a building permit, the Project is a Type 1 action which requires site plan review. The Weitsmans cannot merely delay filing for site plan review on the proposed improvements as a way of circumventing the City's Type 1 list. Accordingly, the City should require Applicant to correct the EAF and find that the Project requires a Full Environmental Assessment Form. In addition, this Project should be referred to the City's Environmental Management Commission for review. - The statement in Applicant's October 6th Submittal that"we have demonstrated that the action will not have a significant adverse environmental impact" is without support in the record. There are several major potentially significant adverse impacts that remain unaddressed including noise impacts from the operation of the Shredder, traffic impacts, impacts to public health and safety, impacts to water resources,visual and aesthetic impacts, community impacts, archeological impacts and impacts to the threatened or endangered species. 3 I a 1 i mom i Common Council October 20, 2015 Page 6 We are currently evaluating other information provided in Applicant's October 6th Submittal and anticipate providing additional information to the Common Council shortly. Respectfully Submitted, Phillips Lytle LLP Adam S. Walters ASWpjs Doc#01-2898116.1 i p To REFERP LE I Io ONi i 3 i 1 i i I r Attachments a i i a 1 I am strongly opposed to the proposal by Nickel city Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding and.scrap yard facility. Print Name Signature Address St 5S Do AS hle a . /4 )(D OOV ?I6IU-WIi Kwia, CRO 0 b A!"k ln-� , fft - n j �. ». . e.# ° i am -strongly opposed to the proposal by Nickel City shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding a,nd,scrap yard facility, Print Name Signature Addrea So wKyttw�7b N S1;; 14f'�3r o ala N.y I �'1 u V2C Li . I Grp 18b G eOVLI S't E ���/o�y /u�/c a bdX 0 W� o � n - atai�eY'c �stY_ � � 3 i ani strongly opposed -to the proposal by Nickel City Shredding and Recycling, LLC to acquire the 19 acre property located ,at 169 Buffalo River to operate a large seal® shredding anal.scrap .yard facility. Print Name . . Signature Address v�s . 0 �1 2&Lc" Iia clfO. i i am stron�gly opposed to the proposal by Nickel City Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo Diver to operate a large scale shredding anal scrap Yard facility. Print Name Signature Address .ck. 05"s 5S 4 hq P].. ........ 10 1 3 i 1 I am strongly opposed to the proposal by Mickel City a Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding and.scrap .hard facility. Print Name . . Signature Address. La ZLq: z&4 ® ,mss A4, /70 ma C S s 3 i am strongly opposed to the proposal by Nickel City Shredding and Recycling, LIC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding and.scrap yard facility. Print Name Signature Address.- t' ell L6A,,&,i l I � i ant strongly opposed to the proposal' ley Nickel City Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding anal.scrap yard facility. Print Name Sigaoredd.res� E 79 3 i i3 1 01 am strongly opposed to the proposal by Nickel City Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding arid.scrap yard facility, Print Name Signature .. Address' ... 1 o F A f� Re T? _ rte` t y . ars strongly opposed to the proposal by Mickel City Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scab shredding and.scrap -yard facility. Print Name . .: Signature Address: 44 4 Amp h I i i I am strongly opposed to the proposal by Nickel City shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding anal.scrap yard facility. Priname Signature .. Addres 'S L Vt 6i � Z-�� o� i j i t 1 I am strongly opposed to the proposal by Nickel city Shredding and Recycling, LLC to acquire the 19 acre property located at 1+69 Buffalo River to operate a large scale shredding and.scrap yard facility. Print Name SignatureAddress 0 C.,ec-- t Jr4j l 12� 1� Cry U � �A) w ?E RI) i i i 1 i am strongly opposed to the proposal by Mickel City a Shredding and ReCyCling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding and.scrap yard facility. Print dame ►�drp� Signature :. 3 E i I am strongly opposed to the proposal by Nickel city Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding and scrap yard facility, Print Name Signature Address, . rl , . Me r / r 1 a i am strongly opposed to the proposal by Nickel City Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo River to operate a large scale shredding and.scrap yard facility. Print dame Signature Address jx /' J1 zo JA i i 3 i i S �GV ant strongly opposed to the proposal by Nickel City Shredding and ReCyCling, LLC to acquire the 79 acre : property located at 169 Buffalo River to operate a large scale shredding anal.scrap yard facility, print Name Signature Address 231 A)/ M 6LOPNA 1 � oI Vila -17 I i i 9 3� 1 j { 1 i i I am strongly opposed to the proposal by Nickel City Shredding and Recycling, LLC to acquire the 19 acre property located at 169 Buffalo Kiger to operate a large scale shre+ddina and.scrap yard facility. Print Name : Signature Address f . S md�1 rC IL w�wrL �� C L) L V �! Regular Committees a i i i fj I t I Oct.27,2015 1 I i i CIVIL SERVICE (Rasheed N.C. Wyatt, Chairperson) i a 1 I i Oct.27,2015 { 'i City Clerk's Department BUFFALO i October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. a No. 2183 PASSED October 27, 2015 Appoint Support Specialist(Temp)(Inter)(Colern)(MIS) Gerald A Chwalinski City Clerk LaAr rRUff" h Ui i y NOV 6 2015 MAYOR i i 0 a Appoint Support Specialist(Temp)(Inter)(Colern)(MIS) (ccp# 15-2021,10/13) i Mr. Wyatt moved: That Communication 2021 of Oct 13,2015,be received and filed and that the Temporary Appointment of Mark Colern,41 Oakhurst Avenue,Buffalo,NY 14220 at the Intermediate step of$59,645.00 is hereby approved PASSED AYES -9 NOES- 0 i Recommended by the Committee on Civil Service 'i i i 3 i I * AYE * NO * * * FEROLETO * * * FONTANA FRANCZYK * * * GOLOMBEK * * * PRIDGEN RIVERA SCANLON WINGO * WYATT ------------- [MAJ - 51 [ 2/3 - 6 ] [ 3/4 - 7 ] i i 02 - 8 Notices of Appointments-Temp/Prov/Perm (ccp#15-2047 10/13) Mr. Wyatt moved: That the above item be the same and hereby is Received and Filed ADOPTED i Recommended by the Committee on Civil Service i 9-4 i I I i `a FINANCE (Richard A. Fontana Chairman) i Oct.27,2015 i i City Clerk's Department BUFFALO October 27,2015 1 HON. BYRON W. BROWN MAYOR OF BUFFALO a DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. i No. 2185 PASSED October 27, 2015 Buffalo Erie Niagara Land Improvement Coalition-Preemptive Bid at in Rem 49 Auction (Strat Plan)ccp#2008, 10/13/2015 Gerald A Chwalinski City Clerk APPROVED OCT 2 8 2015 3 MAYOR 1 1 Buffalo Erie Niagara Land Improvement Coalition—Preemptive Bid at In Rem 49 Auction (Strat Plan) (Item No. 2008, C.C.P., Oct. 13, 2015) i Mr. Fontana moved: I ' That the above item be, and the same hereby is, returned to the Common Council without recommendation; That the Common Council hereby accepts and agrees to the Buffalo Niagara Erie Land Improvement Corporation's (`BENLIC") Property Tax Maintenance &Foreclosure Cost Recapture Policy for the City of Buffalo tax sale adopted by BENLIC on September 18, 2015, which outlines the obligations of BENLIC and the expected repayment, if any, of the taxes and fees which were the basis for the judgment on properties bid on by BENLIC at the In Rem 49 auction; and that the Common Council hereby authorizes the cancellation of unpaid City taxes and fees on properties bid on by BENLIC to the extent that such agreement results in the repayment of taxes and fees in the amount less than which were the basis for judgment, returning i the property to productive use. i Passed. Recommended by the Committee on Finance �, Chairman i t i C:\Users\lmcinski\AppData\LocalNUcrosoR\Windows\Temporary lntemet Filer\Content.Outlook\OX32QV W6\BENLIC-In Rem 49.dmx , * AYE * NO * * * FEROLETO i * * * j FONTANA { * * * FRANCZYK GOLOMBEK PRIDGEN - RIVERA * * * SCANLON WINGO WYATT [-------------] . - - [MAJ- 5 ] [2/3 - 6] [ 3/4 - 7] 1 j2 ji 7 f1 City Clerk's Department BUFFALO October 30, 2015 i HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2186 PASSED October 27, 2015 City of Buffalo Investment Policy Gerald A Chwalinski City Clerk API R0Vh1j l _ NOV 6 2015 MAYOR City of Buffalo Investment Policy (Compt) (Item No. 2020, C.C.P., Oct. 13, 2015) Mr. Fontana moved: a That the above item be, and the same hereby is, returned to the Common Council with a recommendation for approval; That the Common Council hereby approves the amendment to the City of Buffalo Investment Policy submitted by the Department of Audit and Control to include the following provisions: All deposits and investments at a bank or trust company, including all demand deposits, certificates of deposits and special time deposits that are in excess of the amount insured under the provisions of the Federal Deposit Insurance Act shall be secured by: 1. A pledge of"eligible securities"with an aggregate "market value" (as provided by the GML Section 10)that is at least equal to the aggregate amount of deposits by the i officers. The following is a listing of eligible securities: a. Obligations issued or fully insured or guaranteed as to the payment of principal and interest,by the United States of America, an agency thereof or a United States government sponsored corporation. Margin% 102. b. Obligations issued or fully insured or guaranteed by New York State, obligations issued by a municipal corporation, school district or District Corporation of New York State or obligations or obligations of any public benefit corporation which under a specific state statute may be accepted as security for deposit of public monies. Margin%. 102. 2. An"irrevocable letter of credit"issued in favor of the City of Buffalo for a term not to exceed ninety days by a bank(other than the bank with which the money is being deposited or invested) whose commercial paper and other unsecured short-term debt obligations are rated in one of the three highest rating categories by at least one nationally recognized statistical rating organization, as security for the payment of 100 percent of the aggregate amount of deposits and the agreed-upon interest, if any. a P 3 PASSED _ .___-_.- 7 / Y ... Recommended b the Committee on Finance GZ L __t Chairman 1 I 1 C:\Users\lmcinsld\AppData\LocalMcmmft\Windows\Temporary lntemet Files\Content.0otlook\OX32QV W6\lnvestment Policy.docx I 1 I 1� 1 ]1 I 1 * AYE * NO * * * 1 FEROLETO FONTANA FRANCZYK * * * GOLOMBEK * * * PRIDGEN -- RIVERA * * * SCANLON WINGO WYATT [-------------] [MAJ - 51 R [2/3 - 6] I [ 3/4 - 7] F s 7 I i COMMUNITY DEVELOPMENT (Joseph Golombek, Jr., Chairman) i I i Oct.27,2015 i A City Clerk's Department BUFFALO 1 October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2187 PASSED October 27, 2015 Report of Sale-532 Busti i Gerald A Chwalinski City Clerk 7 r WN Ian sKED A r &K 0 v -7 i i� I 3 1 - NOV 6 2015 'j MAYOR i i' I U Report of Sale—532 Busti (Ell)(Strat Plan) (Item No. 2009, C.C.P., Oct. 13, 2015) Mr. Golombek moved: That the above item be, and the same hereby is, returned to the Common Council with a recommendation for approval; That the offer from Elliot Velazquez of 543 Busti Avenue, Buffalo,New York 14201, in the amount of Two Thousand Five Hundred Dollars 2,500.00) for the purchase of 532 Busti be and hereby is accepted; and That the transfer tax,recording fees and cost of legal description shall be paid by the purchaser; and That the Office of Strategic Planning be authorized to prepare the necessary documents for the transfer of title and that the Mayor be authorized to execute the same, in accordance with the terms of sale upon which the offer was submitted. PASSED Recommended by the Committee on Community Development Chairman 1 I C:\Users\clehner\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\ISMLCIH5\Report of Sale 532 Busti.docx I 310 1 {I I i i * AYE * NO * * * FEROLETO * * * FONTANA i - * * * FRANCZYK i * * * GOLOMBEK PRIDGEN RIVERA SCANLON WINGO * WYATT [-------------] [MAJ- 5 ] 2/3 - 6 [ 3/4 - 7 ] i I i J 0 2 .1 8 8 Report of Sale—57 Carl Street(Masten)(Strat Plan) j: (Item No. 2010, C.C.P., Oct. 13, 2015) Mr. Golombek moved: That the above item be, and the same hereby is,returned to the Common Council with a recommendation for denial; That the offer from Mohammed Nuruzzanam of 210 Crystal Street, Brooklyn,New York 11208, in the amount of Two Thousand Eight Hundred Dollars ($2,800.00) for the purchase of 57 Carl Street be and hereby is denied. Denied. Recommended by the Committee on Community Developments Chairman i I i 1 C:\Users\lmcinski\AppData\Local\Microsoft\Windows\Temporary Intemet Files\Content.Outlook\OX32QV W6\Report of Sale 57 Carl.docx a a j * AYE * NO * * * FEROLETO FONTANA FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA * * * SCANLON * * * WINGO WYATT ------------- [MAJ - 5 ] * �U 3 [2/3 - 6 ] [ 3/4 - 7] 1 I City Clerk's Department BUFFALO October 30,2015 HON. BYRON W. BROWN ' MAYOR OF BUFFALO i DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2189 PASSED October 27, 2015 Report of Sale-517&519 Monroe Gerald A Chwalinski City Clerk Ila IJ VE NOV 6 2015 1. 3 =: r ® _ V9 Report of Sale—517 Monroe and 519 Monroe (Ell)(Strat Plan) (Item No. 2016, C.C.P., Oct. 13, 2015) i Mr. Golombek moved: That the above item be, and the same hereby is, returned to the Common Council with a recommendation for approval; That the offer from Deborah Hunt of 511 Monroe, Buffalo,New York 14211, in the amount of Two Thousand Six Hundred Dollars 2,600.00) for the purchase of 517 Monroe and 519 Monroe be and hereby is accepted; and That the transfer tax, recording fees and cost of legal description shall be paid by the purchaser; and That the Office of Strategic Planning be authorized to prepare the necessary documents for the transfer of title and that the Mayor be authorized to execute the same, in accordance with the terms of sale upon which the offer was submitted. PASSED Recommended by the Committee on Community Q� �( ��� Development J�1J'K3'�Xl�'J Qr Chairman i i C:\Users\clehner\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.0utlookU5MLCIHS\Report of Sate 517 and 519 Monroe.docx 1 A i I * AYE * NO FEROLETO FONTANA FRANCZYK * * * GOLOMBEK 3 - PRIDGEN RIVERA SCANLON * WINGO * WYATT [-------------] [MAJ- 5 ] * *� [ 2/3 - 6 ] [ 3/4 - 7 ] i f f a i City Clerk's Department BUFFALO October 30, 2015 a HON. BYRON W. BROWN ' MAYOR OF BUFFALO i DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. i j No. 2190 PASSED October 27, 2015 Report of Sale-545 Monroe Gerald A Chwalinski City Clerk Raw A P R UO" V E 0D NOV 6 2015. =u MAYO 1, v 0 k 9 i i j Report of Sale—545 Monroe (Ell)(Strat Plan) (Item No. 2017, C.C.P., Oct. 13, 2015) a Mr. Golombek moved: That the above item be, and the same hereby is, returned to the Common Council with a recommendation for approval; That the offer from Devon M. Lawrence and Alphonso Payne, Jr. of 547 Monroe, Buffalo,New York 14211, in the amount of One Thousand Two Hundred Dollars ($1,200.00) for the purchase of 545 Monroe be and hereby is accepted; and That the transfer tax, recording fees and cost of legal description shall be paid by the purchaser; and That the Office of Strategic Planning be authorized to prepare the necessary documents for the transfer of title and that the Mayor be authorized to execute the same, in accordance with the terms of sale upon which the offer was submitted. 3 PASSED Recommended by the Committee on Community Development Chairman i i i 1 i i C:\Users\clehner\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.OutlookV5MLCIH5\Report of Sale 545 Monroe.docx i i a * AYE * NO * * * FEROLETO * * * FONTANA i * * * FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA SCANLON WINGO * * * WYATT * * * [-- ---------] [MAJ - 5 ] [2/3 - 6 ] [ 3/4 - 7 ] I I U a . 1 I J J i j U. Wingo, Sr-A. Gross-Concerns 347 E.Ferry St. (C.C.P. #15-2052) a i i 1 Mr. Golombek now moves that the above item be Received and Filed. ADOPTED 3In I Recommended by the Committee on Community Development I I i 1 { i l i Climate Justice Pledge(Pridgen)(exc res) I (C.C.P. #15-1873) { I i Mr. Golombek now moves that the above item be Received and Filed. ADOPTED a i I Recommended by the Committee on Community Development i I i i ILY 1 R. Wyatt-J. Isome&Others-Roosevelt Block Club Request Roosevelt St Paved(Univ) j (C.C.P. #15-635) 'i Mr. Golombek now moves that the above item be Received and Filed. ADOPTED i Recommended by the Committee on Community Development E I Sao LEGISLATION (Christopher P. Scanlon, Chairman) i 1 7 i 1 i s 3 Oct.27,2015 I ' City Clerk's Department BUFFALO October 30,2015 i HON. BYRON W. BROWN MAYOR OF BUFFALO { DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. 3 1 I No. 2194 PASSED October 27, 2015 J. Smith,Agent,Use 658 Ohio to Erect a One Story Steel Frame and Fabric Enclosed Compost Bin Accessory to a Manufacturing Facility in the Buffalo River Coastal Review District Gerald A Chwalinski City Clerk '1. ILA U IBM IN A P P I%1L 'Oft VE E UNft f re NOV 6 2015 _ ... MAYOR 0 2 _ 1 J. Smith, Agent, Use 658 Ohio to Erect a One-Story Steel Frame and Fabric Enclosed Compost. Bin Accessory to a Manufacturing Facility in the Buffalo River Coastal Review District (South)(DPIS) (Item No. 2056, C.C.P., Oct. 13, 2015) Mr. Scanlon moved: That the above item be, and the same hereby is, returned to the Common Council without a recommendation; That the Common Council hereby approves the application of J. Smith, Agent,to erect a 20'X 76'one-story steel frame and fabric enclosed compost bin accessory to a manufacturing facility in an M3 zoning district, located at 658 Ohio Street in the Buffalo River Coastal Review District. i i Passed. Recommended by the Committee on Legislation airman : i 1 l � C:\Users\lmcinsld\AppData\Local\NUcrosoft\Windows\Temporary Internet Files\Content.Outlwk\OX32QV W6\Erect building 659 Ohio Street.docx 3 j a a * AYE * NO * * * FEROLETO * * * I FONTANA - * * * FRANCZYK * * * GOLOMBEK PRIDGEN i RIVERA * * * SCANLON WINGO WYATT * * * [-------------] . [MAJ - 51 * *� [2/3 - 6 ] [ 3/4 - 7 ] I City Clerk's Department BUFFALO October 30,2015 HON. BYRON W. BROWN MAYOR OF BUFFALO a DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. i No. 2195 PASSED October 27, 2015 R.Keohane,Agent,Use 1238 Hertel to Re-Open an Existing Restaurant in the Hertel Ave Special Zoning District Gerald A Chwalinski City Clerk - A P wr" R 0 V E [)` i NOV 6 2015 i MAYOR 0 . 2 9 � 1 � R. Keohane, Agent, Use 1238 Hertel to Reopen an Existing Restaurant in the Hertel Avenue Special Zoning District(Del)(DPIS) (Item No. 2057, C.C.P., Oct. 13, 2015) Mr. Scanlon moved: That the above item be, and the same hereby is, returned to the Common Council with a recommendation for approval; That the Common Council hereby approves the application of R. Keohane, Agent,to reopen an existing restaurant, located at 1238 Hertel Avenue, in the Hertel Avenue Special Zoning District. PASSED `i Recommended by the Committee on Legislation i a' an a 3 i i a i i l i s a 1 i {1 l 1 1 * AYE * NO * * * FEROLETO FONTANA * * * FRANCZYK GOLOMBEK PRIDGEN RIVERA * * * SCANLON WINGO WYATT ------------- [MAJ - 5 ] * * � [2/3 - 6 ] I [ 3/4 - 71 i 1 City Clerk's Department BUFFALO October 30,2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. i i a No. 2196 PASSED October 27, 2015 T.Rider,Agent,Use 975 Fuhrmann Blvd to Convert and Enlarge an Existing 6 Sty Warehouse to an 8 Sty Mixed Use Bldg With a Penthouse and an Attached Parking Garage with Surface Pkg in the Coastal Review District Gerald A Chwalinski City Clerk a A 1P-9 r R tu, v E D NOV 0 2015 j I MAYOR 7 0 2190 a . 3 T. Rider, Agent,Use 975 Fuhrmann Boulevard to Convert and Enlarge an Existing 6-Story Warehouse to an 8-Story Mixed-Use Building with a Penthouse and an Attached Parking Garage with Surface Parking in the Coastal Review District (South)(DPIS) (Item no. 2058, C.C.P., Oct. 13, 2015) Mr. Scanlon moved: That the above item be, and the same hereby is, returned to the Common Council with a recommendation for approval; That the Common Council hereby approves the application of T. Rider, Agent, to convert and enlarge an existing six-story warehouse to an eight-story mixed use building, with a penthouse and an attached parking garage with surface parking, located at 975 Fuhrmann Boulevard in the Coast Review District, upon the following conditions: Approval d by the Planning Board lJ� { 7 I PASSED Recommended b the Committee on Le islation Y g C an I i 3 {if I C:\Users\lmcinsld\AppData\Local\Microsoit\Windows\Temporary Internet Files\ContenLOutlook\OX32QV W6\Convert building 975 Fuh mann BlvdA= 1 * AYE * NO * * * FEROLETO FONTANA FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA SCANLON WINGO WYATT [-------------] _ [MAL-5[2/3 - 61 [ 3/4 - 7 ] i 7 I 1 f 3 I City Clerk's Department BUFFALO October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: i Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2197 PASSED October 27, 2015 T.Rider,Agent,Rezone 975 Fuhrmann Blvd From M3 to CM Mixed Use Residential and Commercial Development Gerald A Chwalinski City Clerk 0 VE E D i - NOV 6 2015 MAYOR =` { T. Rider, Agent, Rezone 975 Fuhrmann Boulevard from M3 to CM-Mixed Use Residential and Commercial Development (South)(DPIS) (Item No. 2059, C.C.P., Oct. 13, 2015) Mr. Scanlon moved: That the above item be, and the same hereby is,returned to the Common Council with a recommendation for approval; That the Common Council hereby approves the application of T. Rider, Agent, to rezone 975 Fuhrmann Boulevard from a M3 to a CM-Mixed Use Residential and Commercial Development. PASSED Recommended by the Committee on Legislation Cha' an i 1 1 i i` 1 i I C.\UamlalehnnNppD.MT.,,IVMiaosoRlWind,w,NTe,p wy1 mtt M&C-- l,A\35MLCIHSVtezone 975 Fulum BIWA... i i i a i * AYE * NO * * * FEROLETO * * * FONTANA * * * FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA SCANLON WINGO -- WYATT [-------------] [MAJ- 51 * OI [2/3 - 6 ] [ 3/4 - 7 ] i i . i City Clerk's Department BUFFALO October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. No. 2198 PASSED October 27, 2015 Ordinance Amendment Ch 72 Ambulances and Ambulance Drivers Gerald A Chwalinski City Clerk oft AF PR EU �j ! NOV 6 2015 i MAYOR I 02 t (y ( Y Ordinance Amendment Chapter 72 Ambulances and Ambulance Drivers (Item No. 2096, C.C.P., Oct. 13, 2015) Mr. Scanlon moved: That the above item be, and the same hereby is, returned to the Common Council with a recommendation for approval; That Chapter 72 of the Code of the City of Buffalo, as it relates to Ambulances and Ambulance Drives be amended as specified in the attached Ordinance Amendment. PASSED h i Recommended by the Committee on Legislation Chai son i I 2 t 1 i 1 i i 3 I 1 C:\Users\clehner\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.OutlookU5MI.CIH5\Ordinance Amendment Ch 72.docx i I 1 1 'I I 1 j * AYE * NO * * * FEROLETO * * FONTANA FRANCZYK * * * GOLOMBEK PRIDGEN _ RIVERA SCANLON WINGO WYATT [-------------] , [MAJ - 51 * Q [2/3 - 6] [ 3/4 - 7] 1 l I i i City Clerk's Department BUFFALO 1 October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. i i No. 2199 PASSED October 27,2015 Second Hand Dealer 3215 Bailey(aka 3221) Gerald A Chwalinski City Clerk 1 I AR P 0 P11 k OR UJ% VE E Lr NOV 6 2015 MAYOR i i Second Hand Dealer—3215 Bailey a/k/a 3221 Bailey(Univ)(DPIS) (Item No. 1372, C.C. P.,July 7, 2015) Mr. Scanlon moved: 1 That the above item be, and the same hereby is returned to the Common Council with a recommendation for approval; a That the Common Council hereby approves the application of Lawrence Hawkins d/b/a National Unlimited Properties Dev. LLC,to use 3215 Bailey a/k/a 3221 Bailey for a second-hand store upon the following conditions: No SeT).i_ng of Appliances on Sidev&lks PASSED 1 Recommended by the Committee on Legislation C ai 1 C:\UsersMminskiWppDataUL al\Microsoft\Windows\Temporary InternetFiles\Content.Outlook\OX32QVW6\second hand dealer 3215 Bailey.doc 14 j i i * AYE * NO * * * FEROLETO * * * FONTANA * * * FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA * * * SCANLON * * * WINGO WYATT * * * [- ---------] [MAJ - 5 ] [2/3 - 6] [ 3/4 - 7] I Empowering the Commission on Citizen Rights(Golombek) (ccp#15-1003 05/12) Mr. Scanlon moved: That the above item be the same and hereby is Received and Filed a� ADOPTED j i f Recommended by the Committee on Legislation 3 t 3 i 1 i i� I I 026-9: 2nrrjv 0 7 J : Food Store License(New)(Univ)(EDPI) (ccp#15-510 03/17) i Mr. Scanlon moved: i That the above item be the same and hereby is Received and Filed ADOPTED 3 I i Recommended by the Committee on Legi tin a 1 i 7 1 77� 7 I fr0 �� f i a R. Whelan-TWC Response Regarding Recent Rate Increase (ccp#15-241,2/3) Mr. Scanlon moved: That the above item be the same and hereby is Received and Filed I a ADOPTED 1 !I Recommended by the Committee on Legislation 3�Lt K. Massey-Concerns TWCV Rate Increase (ccp#15-25, 1/06) a Mr. Scanlon moved: That the above item be the same and hereby is Received and Filed ADOPTED i ,I a! Recommended by the Committee on Legislation 1 I +I 1 1 1 I ® 290 f�a J. Golombek-D.Fultz-Concerns Fire Performance Vendor Permit (ccp#14-1378, 6/24) Mr. Scanlon moved: That the above item be the same and hereby is Received and Filed ADOPTED i 1 i i Recommended by the Committee on Legis t i I l f Zoning Variance 1738 Elmwood(North)(CC) (ccp#13-36, 12/23) Mr. Scanlon moved: i That the above item be the same and hereby is Received and Filed ADOPTED i g3 g7 7 Recommended by the Committee on Legislation : i M 1 s i i i I LL IN Relation to the Qualifications of the COB Police Commissioner(#158,4/19) (ccp#12-57, 1/10) Mr. Scanlon moved: That the above item be the same and hereby is Received and Filed ADOPTED { 3 r Recommended by the Committee on Legislation i i 1 i z fj Increasing City Revenues Through Sale of Advertising Space(Exc Final Res) (ccp#11/66, 5/31) i j Mr. Scanlon moved: That the above item be the same and hereby is Received and Filed ADOPTED i I Recommended by the Committee on Legislation f 02 `' 0 ' Restaurant Dance Class License (Renewal)—3053 Main(Univ)(DPIS) (Item No. 44, C.C.P., Apr. 2, 2015) Mr. Scanlon moved: That the above item be, and the same hereby is returned to the Common Council with a recommendation for denial; That the Common Council hereby denies the application of Towffeek Ghilan Ali d/b/a South Park Pizza& Grocery, located at 1727 South Park. Denied. Recommended by the Committee on Legislation V'e�p��R Chai an I i I l C:\Users\Imcinski\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\OX32QV W6\Restaurant Dance License renewal-3053 Main.docx � 3 i j i i i i * AYE * NO FEROLETO * * * FONTANA FRANCZYK * * * GOLOMBEK PRIDGEN * RIVERA * * * SCANLON WINGO * * * WYATT [-------------] * n [2/3 - 6 ] [ 3/4 - 7 ] 1 RESOLUTIONS i i i i i Oct 27,2015 1 City Clerk's Department BUFFALO October 30, 2015 HON. BYRON W. BROWN MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. i i No. 2209 PASSED October 27, 2015 Ordinance Amendment ch 154-Article IV Discrimination Fair Housing Gerald A Chwalinski City Clerk ir A wp% PR %; V EU NOV o 2015 a ', MAYOR .- C i 0 2 2 0 I I✓' By: Mr. Feroleto Re: Ordinance Amendment Chapter 154, DISCRIMINATION, Article IV, FAIR HOUSING The Common Council of the City of Buffalo does hereby ordain as follows: ! That Chapter 154, Article IV, FAIR HOUSING of the Code of the City of Buffalo be amended to read as follows: Chapter 154. Discrimination Article IV. Fair Housing § 154-12. LEGISLATIVE INTENT. { It is the goal of the City of Buffalo to continue efforts to revitalize and strengthen its neighborhoods. The City finds it necessary to protect the rights of its citizens to equal access to housing, which will help prevent the decline in property values yet ensure housing choices for all residents. § 154-13. DEFINITIONS. l As used in this article,the following terms shall have the meanings indicated: ADVERTISING Printing,circulating,placing or publishing or causing to be placed or published any written statement, including electronic media, with respect to the availability for sale or rent of a housing accommodation or the listing of a housing accommodation with any person, business or entity which maintains a referral list of available housing. DISABILITY U A physical, mental or medical impairment resulting from anatomical, physiological_ genetic or neurological conditions which prevents the exercise of a normal.bodily function, which substantially limits one or more major life activities;or is demonstrable by medically accepted clinical or laboratory diagnostic techni ues; or (b) a record of having such an impairment; or a condition regarded by others as such an impairment; or an association with a person with such an impairment. MAJOR LIFE ACTIVITIES 3 t For pWoses of this section, include, but are not limited to, caring for oneself,performing manual tasks seeing, hearing standing, lifting, bending, speaking, breathing, lg earning, reading, concentrating,thinking. communicating. and 1 i I i working. Major life activities also include the operation of a bodily fiinction,including but not Limited to, functions of the immune system, normal cell growth, digestive, bowel, bladder, neurological, brain, respiratory, circulatory, endocrine, and reproductive functions. THERAPY DOG OR CAT Any dog or cat that is trained to aid the emotional and physical health of patients in hospitals, nursing homes, retirement homes, personal residences, and other settings and is actually used for such purpose, or any dog or cat during the period such dog or cat is being trained or bred for such purpose. -- FAMILIAL STATUS Any person who is pregnant or has a child or is the process of obtaining legal custody of an individual who has not attained the age of 18 years; or one or more individuals who have not attained the age of 18 years domiciled with a parent or another person having legal custody of such individual or the designee thereof. GENDER IDENTITY AND EXPRESSION Include a person's actual or perceived gender, as well as a person's gender identity, self- image, appearance, expression or behavior,whether or not that gender identity, self-image, appearance, expression or behavior is different from that traditionally associated with the person's sex at birth. HOUSING ACCOMMODATION Any building, structure or portion thereof located within the City of Buffalo which is occupied, intended or designed for occupancy as the home,residence, or sleeping place of one or more persons sharing living quarters. LANDLORD An owner, lessor, sublessor, owner's or lessor's assignee, or managing agent, or other a person having the right to sell, rent or lease a housing accommodation constructed, or to be constructed, or any agent or employee thereof. MARITAL STATUS Single, married, divorced, separated or widowed. 2 MILITARY STATUS A person's participation in the United States military or the military of a state. NATIONAL ORIGIN Ancestry. PERSON One or more individuals,partnerships, associations, corporations,their agents, assigns and -- representatives. RENT To lease or sublease, to let or to otherwise grant for a consideration the right to occupy a premises not owned by the occupant. SEXUAL ORIENTATION A person's actual or perceived homosexuality, heterosexuality, or bisexuality. SOURCE OF INCOME Payments from a lawful occupation or employment, as well as other payments including, but not limited to, public assistance, supplemental security income, pensions, annuities, unemployment benefits, government subsidies such as Section 8 or other housing subsidies. § 154-14. RIGHTS OF LANDLORDS. a This article does not prohibit a landlord from refusing to rent a housing accommodation to a person if one or more of the following conditions are met: A. The person's source of income is unstable, or insufficient to pay the rent, or the source of said income is from an unlawful source; or i B. The tenant has been unable to make timely rental payments in all or part of the preceding 18 months; or C. The person has been the source of past complaints from neighbors in all or part of the preceding 18 months, except where those complaints can be reasonably attributed to harassment or discriminatory intent; or 3 i D. The person intends to occupy the housing accommodation with a larger number of persons than can be accommodated under occupancy standards established by law; or i E. For any other reason not prohibited by the laws of the United States, the State of New York or the discriminatory practices set forth in this article,provided that such refusal is based upon legally permitted criteria and those criteria are applied equally to all prospective tenants. I 7 § 154-15. PROMOTION OF FAIR HOUSING GOALS. Within 120 days of the effective date of this article, all landlords owning more than 20 rental units within the City of Buffalo, and all real estate offices within the City of Buffalo selling more than 20 residential housing accommodations within a calendar year, shall be required to use the equal opportunity logotype or a statement of equal opportunity housing on applications and marketing materials and to display in rental or real estate offices a public notice of equal opportunity in housing. § 154-16. NOTIFICATION TO MULTIPLE DWELLING OWNERS. Every owner required to obtain a certificate of occupancy as detailed in Buffalo Code§ 129-6 shall also complete a certification before said certificate of occupancy may be issued that the owner is fully aware of the Fair Housing Ordinance for the City of Buffalo and has received a copy of said ordinance. The Department of Permit and Inspection Services shall ensure that such owners receive a copy of the Fair Housing Ordinance. § 154-17. UNLAWFUL DISCRIMINATORY PRACTICES. It shall be unlawful for any person or entity engaged in the sale or rental of housing to do the following: A. Refuse to sell, rent, lease, make unavailable for inspection, sale or rental, or otherwise to deny or withhold from any person or persons housing accommodation because of race, creed, color, a national origin, sex, disability or reliance upon a therapy do off, familial status,marital status, 3 age, sexual orientation, gender identity and expression, military status or source of income. B. Discriminate against any person in the terms, conditions or privileges of sale, rental or lease of any housing accommodation or in the furnishing of facilities or services in connection therewith because of race, creed, color, national origin, sex, disability or reliance upon a therapy do or r cat, familial status, marital status, age, sexual orientation, gender identity and expression, military status or source of income. 4 1 C. To print or circulate or cause to be printed or circulated any statement, advertisement or publication, or to use any form or application for the purchase, rental or lease of a housing accommodation or to make any record or inquiry in connection with the prospective purchase, rental or lease of a housing accommodation which expresses, directly or indirectly, any limitation, specification or discrimination as to race, creed, color, national origin, sex, disability or reliance mon a therapy do off, familial status, marital status, age, sexual orientation, gender identity 1 and expression,military status or source of income. D. To induce or attempt to induce any person to sell or rent any housing accommodation by representations regarding the entry or prospective entry into the neighborhood of persons of a particular race, creed, color, national origin, sex, disability or reliance upon a therapy do or cat, familial status, marital status, age, sexual orientation, gender identity and expression, military status or source of income. E. Refusal to permit, at the expense of a person with disabilities, reasonable modifications of existing premises, if such modifications may be necessary to afford such person full enjoyment of the housing accommodation, and a refusal to make reasonable accommodations in rules,policies, practices or services which may be necessary to afford a person with disabilities equal opportunity i to use and enjoy the housing accommodation. F. To den access or otherwise to discriminate against a blind person, a hearing impaired person or a person. with another disability because be or she is accompanied by a_dog that has been trained to work or perform specific tasks for the benefit of such person by a professional guide dog hearing dog or service dog training center or professional guide dog, hearing dog or service dog trainer, or to discriminate against such professional guide dog, hearing dog or service dog trainer engaged in such training of a dog for use by a person.with a disability, whether or not accompanied by the person for whom the do ig s being trained. This section shall apply regardless of breed, or any other type of therapy dog or cat. i 3 G. To incite, compel or coerce the doing of any acts forbidden by this article, or to retaliate or discriminate against any person or entity because that person or entity has filed a complaint or testified or assisted in any proceeding commenced under this article. [G.] H. For any bank, savings or loan association, insurance company or other entity whose business consists in whole or part of the making of loans and arranging of financing for housing or secured by real property or the issuance of property insurance to discriminate in the issuance or terms and conditions of a loan or insurance policy because of race, creed, color, national origin, sex, disability or reliance upon a therapy do off, familial status, marital status, age, sexual orientation, gender identity and expression, military status or lawful source of income. § 154-18. EXEMPTIONS. 5 j The provisions of this article shall apply to all housing accommodations within the City of Buffalo as well as land zoned for residential uses except the following: 1 A. The rental of a housing accommodation on a parcel that contains housing accommodations for not more than three households living independently, if the owner resides in one of the dwelling units,or the rental of a housing accommodation on a parcel that contains more than one residential dwelling in which no dwelling is for more than three households or less living independently, if the owner resides in one of the dwelling units; B. The restriction of the rental of rooms in a housing accommodation to persons of the same sex; C. The rental of a room or rooms in a housing accommodation designed in such a way that the occupants would be required to share part of their living quarters with another occupant or occupants not of their own choice; and D. Restriction of the sale, rental or lease of a housing accommodation exclusively to persons 55 years of age or older and their spouses with respect to age and familial status only. I § 154-19. ENFORCEMENT. A. The Mayor of the City of Buffalo shall designate a Fair Housing Officer to receive,investigate and/or refer complaints under this article to a qualified fair housing enforcement agency certified to investigate and handle fair housing complaints. B. Any person or organization, whether or not an aggrieved party,may file with the Fair Housing Officer a complaint alleging violation of this article within one year from the date of the occurrence. Such complaint shall be in writing, and in such form as required by the Fair Housing Officer. C. The Fair Housing Officer shall notify the accused party within 30 days of the date of the filing of the complaint and request the accused party to answer the complaint in writing within 20 days after the mailing of such notice. The date of the mailing of the Fair Housing Officer's notification shall be endorsed thereon. The Fair Housing Officer shall,thereafter,make a prompt investigation 1 in connection with the complaint sufficient to determine whether there is probable cause to establish discriminatory conduct. D. If, in the judgment of the Fair Housing Officer, a conciliation agreement would satisfactorily resolve the complaint, he/she shall include in such agreement provisions requiring the accused party to refrain from unlawful discriminatory practices and may include such compensation and/or affirmative relief as is agreed upon by the parties. Conciliation agreements shall not be subject to confidentiality agreements. 6 J E. Within 120 days of the date of the filing of the complaint, the Fair Housing Officer shall conclude the investigation and determine whether there is probable cause to support a finding of discriminatory conduct by the accused party under this article and shall refer the matter as detailed in § 154-20 below. i § 154-20. PENALTIES FOR OFFENSES. A. Upon certification by the Fair Housing Officer that there has been an affirmative finding of probable cause of discriminatory practice, the Fair Housing Officer may: (1) Request the Corporation Counsel to file an action against the accused party, in a court of competent jurisdiction, seeking the imposition of the following penalties: 1 i (a)A fine not exceeding $1,500 for each offense,with each act of discrimination being considered a separate offense; and/or (b) Revocation or suspension of any license or permit issued by the City of Buffalo necessary to the operation of the housing accommodation(s) in question, and any other equitable relief necessary to effect the purposes of this article; and/or (c)All costs, expenses and disbursements incurred by the City of Buffalo in effecting compliance with this article; and/or (d) Such other relief directed by a court of appropriate jurisdiction; and/or (2) Request a qualified fair housing enforcement agency to commence a civil action or proceeding for injunctive relief, damages, and other appropriate relief in law or equity against a person who violates this article. In any such action or proceeding, the court, in its discretion, may allow the party commencing such action or proceeding, if such party prevails, a reasonable attorney's fee as part of the costs. B. The Corporation Counsel may seek a contempt order from a court of appropriate jurisdiction, if necessary,to enforce a conciliation agreement or penalties imposed under this article. C. The aggrieved party may commence a civil action or proceeding for injunctive relief, damages, and other appropriate relief in law or equity against a person who violates this article. In any such action or proceeding,the court, in its discretion, may allow for the party commencing such action or proceeding, if such party prevails, a reasonable attorney's fee as part of the costs. § 154-21. ANNUAL REPORT. 7 I . ' i C \' The Fair Housing Officer shall prepare an annual report detailing the work performed, including a statistical analysis of the caseload, a summary of dispositions of complaints filed and/or referred to housing agencies, and recommendations regarding fair housing practices. This report shall be submitted to the Mayor and filed with the City Clerk no later than March 1 of each year. Copies shall also be sent to the Commissioner of the New York State Division of Human Rights, the Attorney General of the State of New York, and the Secretary of the United States Department of Housing and Urban Development. § 154-22. OTHER REMEDIES. Nothing in this article shall limit or abridge the right of a complainant to pursue any other remedies that may be available under the laws of the State of New York, the United States or any other applicable jurisdiction. § 154-23. CONSTRUCTION OF PROVISIONS. Nothing in this article shall be construed to invalidate or limit any law of the State of New York, j the United States or any other jurisdiction that grants, guarantees or protects the same rights that are granted, guaranteed or protected by this article. § 154-24. SEVERABILITY. If any part of this article shall, for any reason,be adjudged by a court of competent jurisdiction to be invalid, such judgment shall not impair or invalidate the remainder of this article. Section 1: Insofar as the provisions of this local law are inconsistent with the provisions of any other local law or act, the provisions of this local law shall be controlling. Section 2: It is hereby certified pursuant to Section 3-19 of the Charter of the City of Buffalo,that the immediate passage of the foregoing ordinance is necessary. n _ . BYRON W. BROWN MAYOR a I APPROVED AS TO FORM ONLY: Timothy A. Ball CORPORATION COUNSEL NOTE: Matter underlined is new, matter in brackets is to be deleted. DATE: 10/16/15 PASSED.. 8 i i i' { * AYE * NO * * * FEROLETO * * * FONTANA * * * FRANCZYK * * * GOLOMBEK PRIDGEN RIVERA SCANLON WINGO WYATT * * * ------------- [MAJ - 51 * e, * v [2/3 - 6 [ 3/4 - 7] RESOLUTION In the Common Council of The City of Buffalo, On October 22, 2015 Council Member Fontana submitted the following resolution: Exploring Options in Connected Healthcare for City Employees Whereas, the signing of the Affordable Care Act has allowed millions of Americans to gain access to healthcare systems, but many still struggle with medical bills and the challenge of physically getting to hospitals or clinics; Whereas, connected healthcare,also called telemedicine,traditionally defined as the provision of medical care remotely by means of telecommunication technology,can overcome geographic and socioeconomic barriers while reducing costs; Whereas, government agencies across the country are researching and amending policy to capitalize on the potential benefits of this technological advance; and Whereas, with convenient and cost effective ways to administer healthcare and reduce costs for physicians and patients in Western New York, The City of Buffalo has an interest in exploring new benefits for its employees: Now, Therefore Be It Resolved that The City of Buffalo Common Council- 1) Supports initiatives to leverage technology in providing quality affordable healthcare in WNY; 2) Requests Department of Human Resources to explore policies that cover connected health and report to the Common Council with assessments and recommendations no later than January 19, 2016; and 3) Directs Council staff to forward copies of this resolution to The City of Buffalo Department of Human Resources, NYS Sen. Tim Kennedy, and NYS Assm. Crystal Peoples-Stokes. i OPTED Richard A.Fontana Lovejoy Council Member RAF:me Page 1 of 1 I { I j J I 1 City Clerk's Department BUFFALO October 30,2015 HON. BYRON W. BROWN j MAYOR OF BUFFALO DEAR SIR: Pursuant to the provisions of Section 3-19 of the Charter, I present herewith the attached resolution item. 1 No. 2211 PASSED October 27, 2015 Transfer in Funds Councilmember 8 Gerald A Chwalinski City Clerk T} APHIRWED 3 - NOV 6 2015 I MAYOR 1 0 .v _ BY: MR. FONTANA Transfer of Funds That, Pursuant to §20-12 of the Charter and the Certificate of the Mayor and the Comptroller submitted to the Common Council,the appropriation in be transferred and reappropriated as set forth below: i From: 10102001-412002 Legislative - Hourly $ 4,000 To: 10109004 -458001 Councilmember Wyatt- Transportation $ 2,000 10109004 - 458002 Councilmember Wyatt- Meals & Lodging $ 1,500 10109004 - 458003 Councilmember Wyatt—Registration& Membership $ 500 PASSED } { 3 i i I a 3 * AYE * NO * * * 3 FEROLETO * * * FONTANA 3 FRANCZYK GOLOMBEK * * * PRIDGEN RIVERA { SCANLON * * * WINGO * * * WYATT * * * [-------------] [MAJ - 5 ] 2/3 - 6 [ ] [ 3/4 - 7 ] i I J� i 0 - j BY: MR.FRANCZYK RE: SUPPORT NEW YORK STATE FORECLOSURE BILLS WHEREAS: Blighted, dilapidated properties have long been a burden on the City of Buffalo and its j neighborhoods; and, WHEREAS: Over the decades the city has had to devote a tremendous amount of resources combating this corrosive problem; and, WHEREAS: Assemblyman Michael P.Kearns introduced Assembly Bills A4152-2015 and A4842-2015, which aim to greatly accelerate the laborious and lengthy process for lien holders, primarily large banks, to complete the foreclosure process in an expeditious and efficient manner and correspondingly upkeep the foreclosed property; and, WHEREAS: Currently, many of these banks choose not to speedily proceed with foreclosure, allowing i potentially viable properties to languish in limbo-like fashion, subjecting them to deterioration and dilapidation; and, a WHEREAS: This failure to foreclose leaves so-called "ghost" or "zombie" properties to languish throughout city neighborhoods and the county; and WHEREAS: At present there are 122 "ghost" or "zombie" non-foreclosed bank properties in Buffalo; and, WHEREAS: Unfortunately, families who owned these houses think they must speedily vacate the property, not knowing that they may reside there until the foreclosure process is initiated and completed, but is not; and, WHEREAS: Assembly Bill A4152-2015 is aimed at demanding the responsibility of the foreclosure plaintiff, usually a major bank lender holding the mortgage, to maintain the home in good condition until the foreclosure process is completed or the property is transferred; and, WHEREAS: In addition to property upkeep, the bill requires the bank or lender to disclose contact information for the employee or agent responsible for the maintenance of the foreclosed property; NOW THEREFORE BE IT RESOLED: That the Common Council supports Assembly Bills 4152-2015 and 4842-2015 and requests the New York State Legislature to do the same; BE IT FURTHER RESOLVED: 3 That certified copies of this resolution be sent to the Western New York Delegation for the New York State Senate and Assembly,the Governor of New York State and all relevant parties. i AVID A. VRANCZYK I - 0Ef SUSPENSION 1 STATE OF NEW YORK 4.152 2015-2016 Regular Sessions IN ASSEMBLY January 29,2015 Introduced by M. of A. KEARNS --read once and referred to the Committee on Judiciary 1 AN ACT to amend the real property actions and proceedings law,in relation to requiring a plaintiff in a mortgage foreclosure action to maintain the subject property in good faith THE PEOPLE OF THE STATE OF NEW YORK,REPRESENTED IN SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS: 1 Section 1. Subdivision 1 of section 1307 of the real property actions 2 and proceedings law, as added by chapter 507 of the laws of 2009,is 3 amended to read as follows: 4 1.A plaintiff[in] WHO COMMENCES a mortgage foreclosure action [who = 5 obtains], INCLUDING A LENDER,AN ASSIGNEE OR A MORTGAGE LOAN SERVICER, 6 SEEKING a judgment of foreclosure and sale pursuant to section thirteen 7 hundred fifty-one of this article, involving residential real property, 8 as defined in section thirteen hundred five of this article, that is 9 vacant, or becomes vacant after COMMENCEMENT OF THE ACTION OR the issu- 10 ance of such judgment,or is abandoned by the mortgagor but occupied by 11 a tenant, as defined under section thirteen hundred five of this arti- 12 cle, shall IN GOOD FAITH maintain such property until such time as 13 ownership has been transferred through the closing of title in foreclo- 14 sure,or other disposition, and the deed for such property has been duly 15 recorded; provided,however,that if a municipality or governmental 16 entity holds a mortgage subordinate to one or more mortgages on the 17 residential real property, the municipality or governmental entity shall 18 not be subject to the requirements of this section. AS USED IN THIS j 19 SECTION, THE TERM "GOOD FAITH" SHALL BE DEFINED AS HONESTY IN J FACT AND 20 THE OBSERVANCE OF REASONABLE STANDARDS OF FAIR DEALING. 21 S 2.This act shall take effect immediately. EXPLANATION--Matter in ITALICS(underscored)is new; matter in brackets [] is old law to be omitted. Intro. 18-4 Page 3 of 4 SUSPENSION j STATE OF NEW YORK 1 i 4842 2015-2016 Regular Sessions IN ASSEMBLY February 9,2015 Introduced by M.of A. KEARNS--read once and referred to the Committee on Judiciary 1 AN ACT to amend the real property actions and proceedings law, in relation to notice of contact information of a plaintiff in a mortgage foreclosure action THE PEOPLE OF THE STATE OF NEW YORK,REPRESENTED IN SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS: 1 Section 1. Section 1307 of the real property actions and proceedings I 2 law is amended by adding a new subdivision 9 to read as follows: 3 9.A MORTGAGE FORECLOSURE PLAINTIFF WITH A DUTY TO MAINTAIN FORECLOSED 4 PROPERTY SHALL PROVIDE THE CONTACT INFORMATION OF THE EMPLOYEE OR AGENT 5 OF THE PLAINTIFF RESPONSIBLE FOR MAINTENANCE OF THE FORECLOSED PROPERTY. 6 SUCH CONTACT INFORMATION SHALL INCLUDE,BUT NOT BE LIMITED TO,A DIRECT 7 TELEPHONE NUMBER AND THE NAME OF THE EMPLOYEE OR AGENT OF THE PLAINTIFF 8 RESPONSIBLE FOR MAINTENANCE OF THE FORECLOSED PROPERTY.SUCH CONTACT 9 INFORMATION SHALL BE PROVIDED TO THE MUNICIPALITY IN WHICH THE FORE- 10 CLOSED PROPERTY IS LOCATED THROUGH WRITTEN NOTICE TO THE CHIEF FINANCIAL 11 OFFICER OF THE MUNICIPALITY AND SHALL BE POSTED ON ANY VACANT DWELLING 12 OR ANY DWELLING THAT BECOMES VACANT AFTER THE ISSUANCE OF THE JUDGMENT 13 OF FORECLOSURE AND SALE. 14 .S 2.This act shall take effect immediately. EXPLANATION--Matter in ITALICS(underscored)is new;matter in brackets is old law to be omitted. j Intro. 184 Page 4 of 4 J ® 2 2 V RESOLUTION In the Common Council of The City of Buffalo, On October 20, 2015 Council President Pridgen submitted the following resolution: Establishing the Registered Sex Offender Awareness Committee Whereas, sexually based crimes have severe long-lasting psychological, physical, and economic effects on our community and its citizens; Whereas, these crimes concern every citizen in Buffalo because assaults can cross all demographic divisions; Whereas, our current system of sex offender registry is a passive system that leaves many in J the community ill-informed of sex offender whereabouts; Whereas, there is also no unified solution to provide the education and awareness of sex crimes that could prevent such tragic events in the future; and =- Whereas, The City of Buffalo has a responsibility to provide safe neighborhoods for residents and has a strong interest in keeping citizens informed: Now, Therefore Be It Resolved that The City of Buffalo Common Council- 1) Establishes the Registered Sex Offender Awareness Committee, which will be an ad hoc committee to analyze and recommend solutions that could improve sex offender registry notifications within The City of Buffalo. 1 ADOPTED i i Darius G.Pridgen Council President Ellicott Council Member DGP:me Page'1 of 1 i 1 �4 I RESOLUTION In the Common Council of The City of Buffalo, j On October 20, 2015 Council President Pridgen submitted the following resolution: Lakefront Village Lighting Study Whereas, proper street lighting is a symbol of community investment,which leads to residents taking pride in their neighborhood and an increase in area use by pedestrians at night; Whereas, increased street usage and better visibility may heighten possibilities for informal surveillance and security; Whereas, good street lighting is an improvement to neighborhoods that can be an effective inexpensive method of crime reduction by forcing crimes to involve more effort, more risk, and lower rewards; and Whereas, through the Streets Division of the Department of Public Works (DPW), The City of Buffalo has a goal of ensuring the safety of The City's residential neighborhoods and commercial areas with sufficient street lighting: Now, Therefore Be It Resolved that The City of Buffalo Common Council- 1) Requests DPW to evaluate the Street Lighting of the Lakefront Village; 2) Requests DPW to respond with a written report on their findings and recommendations to improve the night-time visibility of the Lakefront Village; and 3) Directs Council Staff to forward copies of this resolution to the Commissioner of DPW. n ADOPI3 /SIV..•• -�.;� .. .. _ �Darius G.Pridgen Council President Ellicott Council Member DGP:me Page 1 of 1 I 0221 b 3� RESOLUTION In the Common Council of The City of Buffalo, 7 On October 22, 2015 i Council Member Wingo, Sr. submitted the following resolution: ,I I Support for Lead Prevention Week 2015 Whereas, lead poisoning, caused by exposure to the harmful metal found in the dust, air, water, soil, and some products used in and around older homes, affects nearly 4 million households; j Whereas, lead poisoning can affect people at any age, it is particularly harmful to children, affecting their growth, behavior, and ability to learn; jWhereas, communities across New York State have made great progress towards lead poisoning awareness and prevention; Whereas, sustaining the progress towards making healthier homes in our communities requires continued advocacy and promulgation of the Department of Health's programs, plans, and laws; and Whereas, a major effort towards advocating the health of our community will take place { during the week of October 25, 2015 with National Lead Poisoning Prevention s Week 2015: Now, Therefore Be It Resolved that The City of Buffalo Common Council- 1) Supports United States Environmental Protection Agency's National Lead Poisoning Prevention Week 2015, observed from October 25 to 31, 2015, as a beneficial public service that can improve the lives of our citizens; and 2) Calls on The City of Buffalo residents to contact their Council Member District offices for more information on lead poisoning prevention. ADOP-TED Ulysees 0.Wingo,Sr. Masten Council Member UOW:me Page 1 of 1 02 :.x_ i RESOLUTION In the Common Council of the City of Buffalo, i On October 27, 2015 Council Member Rasheed N. C. Wyatt submitted the following resolution: Extend the University District's Commercial Business District Boundaries a Whereas, the area of Bailey Avenue bounded on the north by the center line of Winspear Avenue and on the south by the center line of Kensington Expressway, and the area of Kensington Avenue bounded on the west by the center line of Parkridge and Northumberland Avenue on the east by the center line of Eggert Road is identified as special zoning district for Kensington–Bailey Business District; and Whereas, extending the boundaries of the Kensington – Bailey District to encompass commercial business corridors within the University District would further improve the stability and continued visibility and vitality of a sound residential, commercial and cultural areas as it was intended legislatively by the Common Council; and Whereas, this extension of boundaries would allow for all permitted uses to come before the Common Council, and be brought to the attention of the community at large in the surrounding neighborhoods and community to give them the opportunity to be informed and therefore empowered as advocates to express concerns and comments; and Whereas, on October 15, 2015 a public meeting was held on extending the commercial business district boundaries in the University District whereby community stakeholders including block club leaders, business representatives and organizations attended to make comments:Now,Therefore, Be It Resolved that The City of Buffalo Common Council— 1) Submit this resolution to the Department of Public Works, Department of Permits and Inspections, Department of Law, Office of Strategic Planning and Mayor's Office. 2) These Departments are to conduct an investigation to expand the commercial business corridor districts to the boundaries that encompass the University District boundaries and provide a - written response within 90 days 3) The Law Department in conjunction with the Office of Strategic Planning and other City Departments as necessary to update the boundaries regarding expansion of the Special District to include the University District in its entirety to ensure that the community is empowered in the decision approval process regarding business licensing. Rasheed N. C.Wyatt University District Councilmember i I RW/dc l ADOPT RESOLVES REFER REMAINDER TO THE COMMITTEE ON COMMUNITY DEVELOPMENT d 2 l j i BY: RASHEED N.C. WYATT Appointments Commissioners of Deeds Required for the Proper Performance of Public Duties a That the following person(s) are hereby appointed as Commissioner of Deeds for the term ending December 31, 2016, conditional upon the person(s) so appointed certifying under oath to their qualifications and filing same with the City of Buffalo. Catherine Amdur Tabitha Fields Jill Gilmour John G. Heitzhaus Nina Maria Jack Carrie La Macchia Laura Mulhern Jeanne M. Pinto Timothy D. Richards Total: 9 Adopted: 10/13/15 i S 2 I i i i I 0 2 a"1 i i J i i ANNOUNCEMENT OF COMMITTEE MEETINGS The following meetings are scheduled. All meetings are held in the Common Council i' Chambers, 13th floor City Hall, Buffalo,New York, unless otherwise noted. i Regular Committees Committee on Civil Service Wednesday,November 4, 2015 at 9:45 o'clock A.M. Committee on Finance Wednesday,November 4, 2015 at 10:00 o'clock A.M. following Civil Service Committee on Comm. Dev. Wednesday,November 4, 2015 at 1:00 o'clock P.M. Committee on Legislation Wednesday,November 4, 2015 at 2:00 o'clock P.M. Special Meetings Committee on Claims Thursday,November 5, 2015 at 11:00 o'clock A.M. (Public Disclaimer): All meetings are subject to change and cancellation by the respective Chairmen of Council Committees. In the event that there is sufficient time given for notification it will be provided In addition there may be meetings set up whereby the City Clerk's Office is not made aware; therefore unless we receive notice from the respective Chairmen we can only make notification of what we are made aware. i I i i a 2 2 i a No. i Adjournment On a motion by Mr. Rivera, Seconded by Mr. Scanlon, the Council adjourned at�PM GERALD A. CHWALINSKI CITY CLERK a a 3 Oct 27,2015 I