Metro Procurement llCouncil Report for Contract Abstracts March 2017 DocuSign Envelope ID: 1E2D22EA-7374-4824-A42B-D67CABE6CDE6 Contract Abstract  Contract Information  Contract & Solicitation Title:  CWWTP Capacity Improvements & CSO Reduction Construction Manager   at Risk (CMAR)   Contract Summary:  Contractor agrees to provide equipment, labor, tools, and materials for the   Construction Manager at Risk (CMAR) services for preconstruction and construction for the Central   Wastewater Treatment Plant Capacity Improvements and CSO Reduction project.    Contract Number:  388254    Solicitation Number:  905514     Requisition Number:  80079   Type of Contract/PO:   Project Completion   Contract Start Date:  3/14/2017   Contract Expiration Date:   Estimated Contract Life Value:  $275,000,000   Fund:  47410   Selection Method:  Procurement Staff:  RFP   Genario Pittman                  BAO Staff:  Department(s) Served:  Water Services   At project completion   BU:  65490103   Michelle Lane       Contractor Information  Contracting Firm:  Brasfield & Gorrie, LLC      th Address 1:  3021 7  Avenue South    Address 2:              City:  Birmingham     State:  AL    Company Contact:  Scott Sheumaker    Zip:  35233      Email Address:  ssheumaker@brasfieldgorrie.com   Phone #:  (205) 714‐1528    E1#:  465991   Contract Signatory:  Benjamin C. Harris   Email Address:  bharris@brasfieldgorrie.com       Subcontractor Information  Small Business Program:  SBE  SDV    Amount:  $0.00   Procurement Nondiscrimination Program:  MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was applicable for this contract      Amount:  $5,400,628.80     Summary of Offers  Score (RFQ Only)  Cost  Result  Archer Western Construction, LLC   63.00   N/A   Evaluated but not selected    Brasfield & Gorrie, LLC   283.32   $27,003,144.00   Awarded   Garney Companies, Inc   74.00   N/A   Evaluated but not selected   Kiewit Infrastructure   270.70   $26,762,300.00   Evaluated but not selected   PC Construction Company   275.50   $26,549,500.00   Evaluated but not selected                           No Other Offers   Revised 9/13/2016              DocuSign Envelope ID: C11E69F5-E64B-48A8-A4B7-08C474B05672 Contract Abstract  Contract Information  Contract & Solicitation Title:  Provision of Crushed Stone    Contract Summary:  Contractor agrees to provide indefinite delivery/indefinite quantity of crushed   stone to various department within Metro.  All deliveries will be inside Nashville Davidson County to   various Metro Departments and agencies as needed.    Contract Number:  393127    Solicitation Number:  941622     Requisition Number:  87805   Type of Contract/PO:   IDIQ Contract   Contract Start Date:  02/23/2016   Contract Expiration Date:   Estimated Contract Life Value:  $10,000,000.00   Fund:  10101   Selection Method:  Procurement Staff:  RFP   Terri Troup                  BAO Staff:  02/22/2021   BU:  42142110   Tina Burt   Department(s) Served:  Public Works, Metro Water Services, Metro Parks       Contractor Information  Contracting Firm:  Vulcan Construction Materials, LLC      Address 1:  P.O. Box 7    Address 2:              City:  Knoxville    State:  TN    Company Contact:  Jon Badgett    Zip:  37901    Email Address:  badgettj@vmcmail.com   Phone #:  615‐366‐3570    Contract Signatory:  Brian Pace       E1#:  285196   Email Address:  paceb@vmcmail.com       Subcontractor Information  Small Business Program:  No SBE/SDV participation    Amount:  $0.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00       Summary of Offers  Score (RFQ Only)  Cost  Result  Hoover, Inc   91.08   $64,532,733.64   Awarded    Roger Group, Inc.   86.00   $54,257,750.00   Awarded   Vulcan Materials   65.72   $74,611,908.06   Awarded                           No Other Offers                           No Other Offers                           No Other Offers                           No Other Offers   Revised 9/13/2016              DocuSign Envelope ID: FA3085F6-7E55-492E-85AC-ACA07EFD97AB Contract Abstract  Contract Information  Contract & Solicitation Title:  Metro Records Center Barcoding Software   Contract Summary:  Updating the current records management system, including software and   hardware as well as supply ample tech support during the life of the contract.   Contract Number:  394784    Solicitation Number:  945600     Requisition Number:  NA   Type of Contract/PO:   Multi‐Year Contract   Contract Start Date:  10/26/2016   Contract Expiration Date:   Estimated Contract Life Value:  $100,000.00   Fund:  Metro Wide   Selection Method:  Procurement Staff:  RFP   Scott Ghee BAO Staff:  10/25/2021   BU:  Metro Wide    Bryan Gleason   Department(s) Served:  Metro Wide    Contractor Information  Contracting Firm:  O'Neil Software Inc.    Address 1:  11 Cushing Ste 100    Address 2:            City:  Irvine    State:  CA    Company Contact:  Anne Edmonson Phone #:  727‐726‐6173    Zip:  92618    Email Address:  anne.edmondson@oneilsoft.com   E1#:  219099   Contract Signatory:  David Holt    Email Address:  david.holt@oneilsoft.com   Subcontractor Information  Small Business Program:  No SBE/SDV participation    Amount:  $0   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0     Disadvantaged Business Enterprise:  Was applicable for this contract    Amount:  $0 Summary of Offers  Score (RFQ Only)  Cost  Result  O'Neil Software Inc.   91   $20,207.95   Awarded   Spacesave Systems, Inc. DBA Infolinx    56   $60,826.00   Evaluated but not selected   na   na   na   No Other Offers   na   na   na   No Other Offers   na   na   na   No Other Offers   na   na   na   No Other Offers   na   na   na   No Other Offers Revised 9/13/2016 DocuSign Envelope ID: 81692A31-ADC8-46E9-94BE-2752C257C138 Contract Abstract  Contract Information  Contract & Solicitation Title:  Krohne flow meter filters, parts and accessories for Metro Water Services   Contract Summary:  Provide  discount off MSLP for Krohne flow meter filters, parts and accessories.    Contract Number:  398397    Solicitation Number:  954658     Requisition Number:  88455   Type of Contract/PO:   IDIQ Contract   Contract Start Date:  1/17/2017   Contract Expiration Date:   Estimated Contract Life Value:  $2,500,000.00   Fund:  67331   Selection Method:  Procurement Staff:  1/14/2022   BU:  65559040.503600   ITB   Vada Brown                  BAO Staff:  Bryan Gleason   Department(s) Served:  Water Services        Contractor Information  Contracting Firm:  Krohne, Inc.       Address 1:  7 Dearborn Road    Address 2:              City:  Peabody    State:  MA    Company Contact:  Joe Godfrey    Zip:  01960      Email Address:  j.godfrey@krohne.com   Phone #:  978‐535‐6060    E1#:  467847   Contract Signatory:  Joseph Godfrey    Email Address:  j.Godfrey@krohne.com       Subcontractor Information  Small Business Program:  No SBE/SDV participation    Amount:              Procurement Nondiscrimination Program:  No MWBE Participation    Amount:              Disadvantaged Business Enterprise:  Was applicable for this contract    Amount:                  Summary of Offers  Score (RFQ Only)  Cost  Result  Krohne, Inc   n/a   2,500,000.00   Awarded                            No Other Offers                           No Other Offers                           No Other Offers                           No Other Offers                           No Other Offers                           No Other Offers   Revised 9/13/2016              DocuSign Envelope ID: 65AE5BD0-C5E4-4812-9B47-447CD188AE42 Contract Abstract Contract Information Contract & Solicitation Title: Godwin Products, Repair Parts, and Repair Services Contract Summary: Contractor agrees to provide satisfactory Godwin products, repair parts, and repair services for the Water and Wastewater Treatment Plants and Route Services. Metro reserves the right to determined what is considered satisfactory Godwin products, repair parts, and repair services. Contract Number: 399194 Solicitation Number: 967634 Requisition Number: 101362 Type of Contract/PO: IDIQ Contract Contract Start Date: 2/27/2017 Contract Expiration Date: Estimated Contract Life Value: $5,000,000.00 Fund: 67331 Selection Method: ITB Procurement Staff: Genario Pittman Department(s) Served: Water Services BAO Staff: 2/27/2022 BU: 65560010 Bryan Gleason Contractor Information Contracting Firm: Xylem Dewatering Solutions, Inc dba Godwin Pumps of America Address 1: 84 Floodgate Road Address 2: City: Bridgeport State: NJ Company Contact: John Bossong Zip: 08014 Email Address: john.bossong@xyleminc.com Phone #: 615-471-4219 E1#: 170429 Contract Signatory: John Bossong Email Address: john.bossong@xyleminc.com Subcontractor Information Small Business Program: No SBE/SDV participation Amount: $0.00 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Summary of Offers Score (RFQ Only) Cost Result Xylem Dewatering Solutions N/A Awarded $125,000 No Other Offers No Other Offers No Other Offers No Other Offers No Other Offers Revised 9/13/2016 DocuSign Envelope ID: 9C2D2D54-7D28-406A-ADCB-74733AB85820 Contract Abstract Contract Information Contract & Solicitation Title: New Campus Substation and Generation Facility Project for the Omohundro WTP Contract Summary: Contractor agrees to construct a new facility to provide electrical service to the existing Omohundro Water Treatment Plant and nearby Metro buildings. Contract Number: 399717 Solicitation Number: 942566 Requisition Number: 91272 Type of Contract/PO: Select from the Following: Contract Start Date: 4/6/2017 Contract Expiration Date: Estimated Contract Life Value: $45,000,000 Selection Method: Procurement Staff: Fund: 47410 RFP Genario Pittman BAO Staff: At project completion BU: 65490106 Bryan Gleason Department(s) Served: Water Services Contractor Information Contracting Firm: Cumberland Valley Constructors Address 1: Post Office Box 90347 Address 2: City: Nashville State: TN Company Contact: Ryan Gutridge Zip: 37209 Email Address: rgutridge@cvcbuilds.com Phone #: (615) 730-6182 ext 113 E1#: 760796 Contract Signatory: Ryan Gutridge Email Address: rgutridge@cvcbuilds.com Subcontractor Information Small Business Program: SBE SDV Amount: $1,686,613 Procurement Nondiscrimination Program: MWBE Participation Amount: $743,635 Disadvantaged Business Enterprise: Was applicable for this contract Amount: Summary of Offers Score (RFQ Only) Cost Result Cumberland Valley Constructors 269.00 $42,857,514.00 Awarded Garney Companies, Inc. 175.50 $0.00 Evaluated but not selected Blakley Construction Services 58.50 $0.00 Evaluated but not selected No Other Offers No Other Offers No Other Offers No Other Offers Revised 9/13/2016 DocuSign Envelope ID: 57CD3B60-9D3A-4FC6-9DDF-341313D90568 Contract Abstract Contract Information Contract & Solicitation Title: EBS R12 Migration and Taleo Implementation Contract Summary: To provide migration from Oracle JDEdwards (JDE) to Oracle eBusiness Suite (EBS) and new implementation of Taleo. Contract Number: 400471 Solicitation Number: 965697 Requisition Number: 101658 Type of Contract/PO: Multi-Year Contract Contract Start Date: 3/15/2017 Contract Expiration Date: Estimated Contract Life Value: $20,000,000 Fund: 40017 Selection Method: Procurement Staff: RFP Kevin Edwards BAO Staff: 3/14/2022 BU: 14402017 Bryan Gleason Department(s) Served: ITS Contractor Information Contracting Firm: CSS International, Inc. Address 1: 115 River Landing Drive Address 2: City: Charleston State: SC Company Contact: Pete Ballou Zip: 29492 Email Address: pete_ballou@cssus.com Phone #: 800-814-7705 E1#: 664080 Contract Signatory: Patrick McKenzie Email Address: pat_mckenzie@cssus.com Subcontractor Information Small Business Program: No SBE/SDV participation Amount: $0.00 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Summary of Offers Score (RFQ Only) Cost Result CSS International 87.44 $11,667,000.00 Awarded Denovo Ventures, LLC 50.14 $10,682,071.40 Evaluated but not selected SkyBridge Global, Inc. 33.00 $8,964,404.00 Evaluated but not selected No Other Offers No Other Offers No Other Offers No Other Offers Revised 9/13/2016 DocuSign Envelope ID: 3B27834C-DD16-43D6-BC64-D25B015378E8 Contract Abstract Contract Information Contract & Solicitation Title: Tactical Ballistic Vest Contract Summary: For the provision of Tactical Vests for MNPD that meet the NIJ standard 0101.6, Level III Contract Number: 402327 Solicitation Number: 953618 Requisition Number: 91721 Type of Contract/PO: IDIQ Contract Contract Start Date: 2/28/2016 Contract Expiration Date: Estimated Contract Life Value: $220,000.00 Fund: 30147 Selection Method: Procurement Staff: RFP Scott Ghee BAO Staff: 2/28/2022 BU: 31740201 Bryan Gleason Department(s) Served: MNPD Contractor Information Contracting Firm: Gall's Inc. Address 1: 1340 Russell Cave Road Address 2: City: Lexington State: Kentucky Zip: 40505 Company Contact: R. Michael Andrews Jr. Phone #: 859-266-7227 Email Address: penman-justin@galls.com E1#: 574395 Contract Signatory: R. Michael Andrews Jr. Email Address: penman-justin@galls.com Subcontractor Information Small Business Program: No SBE/SDV participation Amount: $0 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0 Disadvantaged Business Enterprise: Was applicable for this contract Amount: $0 Summary of Offers Score (RFQ Only) Cost Result Gall's Inc. 100 $432,241.08 Awarded LifeView Resources Inc. na na Non-responsive to solictation na na na No Other Offers na na na No Other Offers na na na No Other Offers na na na No Other Offers na na na No Other Offers Revised 9/13/2016 DocuSign Envelope ID: 6BB7FED7-BAC5-4B54-8694-ACD370D56C53 Contract Abstract Contract Information Contract & Solicitation Title: Highway 100 and Pasquo Rd Intersection Improvement Project Contract Summary: Construction of a Traffic Signal, 550 feet of road widening for a left turn lane on Hwy 100, and 400 ft. of road widening for a left turn on Pasquo Rd Contract Number: 402413 Solicitation Number: 964675 Requisition Number: 99987 Type of Contract/PO: Project Completion Contract Start Date: 3/10/2017 Contract Expiration Date: Estimated Contract Life Value: $536,000 Fund: 40015 Selection Method: Procurement Staff: ITB Brad Wall BAO Staff: Project Completion BU: 42402015 Tina Burt Department(s) Served: Public Works Contractor Information Contracting Firm: Jarrett Builders, Inc. Address 1: 1106 Lebanon Pike Address 2: City: Nashville State: TN Company Contact: Michael Wood Zip: 37210 Email Address: mike@jarrettbuildersinc.com Phone #: (615) 939-0392 E1#: 811285 Contract Signatory: Jason E. Jarrett Email Address: jason@jarrettbuildersinc.com Subcontractor Information Small Business Program: Small Business Amount: $80,476.00 Procurement Nondiscrimination Program: MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Summary of Offers Score (RFQ Only) Cost Result Jarrett Builders, Inc. N/A $536,000.00 Awarded Civil Constructors, LLC N/A $578,888.03 Evaluated but not selected SESSIONS PAVING CO N/A $608,150.75 Evaluated but not selected Jones Bros. Contractors, LLC N/A $615,077.69 Non-responsive to solictation No Other Offers No Other Offers No Other Offers Revised 9/13/2016 DocuSign Envelope ID: 1020C825-AC8D-42F7-B602-41F016E71A82 Contract Abstract  Contract Information  Contract & Solicitation Title:  Provision of Headwall Landscaping Rock   Contract Summary:  CONTRACTOR agrees to provide an indefinite delivery/ indefinite quantity of   headwall landscaping rock/field rock for a rate of $185.25 per ton if pickup by Metro and  an indefinite   delivery/ indefinite quantity of headwall landscaping rock/field rock for a rate of $193.50 per ton if   delivered to Metro upon request.   Contract Number:  402421    Solicitation Number:  965690     Requisition Number:  N/A   Type of Contract/PO:   IDIQ Contract   Contract Start Date:  03/16/2017   Contract Expiration Date:   Estimated Contract Life Value:  $500,000.00   Fund:  67431   Selection Method:  Procurement Staff:  RFP   Terri Troup                  BAO Staff:  03/15/2021   BU:  65581830   Bryan Gleason   Department(s) Served:  Metro Water ‐ Stormwater Division       Contractor Information  Contracting Firm:  Alley Cassetty Co., Inc.dba Jones Stone Company      Address 1:  P.O. Box 23305    Address 2:              City:  Nashville    State:  TN    Company Contact:  Sarah Jones    Zip:  37202      Email Address:  ssjones@jonesstonecompany.com   Phone #:  615‐244‐6191    E1#:  217568   Contract Signatory:  Jeffrey L. Oliver    Email Address:  joliver@alley‐cassetty.com       Subcontractor Information  Small Business Program:  No SBE/SDV participation    Amount:  $0.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00       Summary of Offers  Score (RFQ Only)  Cost  Result  Alley Cassetty    86   $342,312.96   Awarded                            No Other Offers                           No Other Offers                           No Other Offers                           No Other Offers                           No Other Offers   Revised 9/13/2016              DocuSign Envelope ID: 641B627B-C4A5-4B98-BD00-855BDD5C899D Contract Abstract Contract Information Contract & Solicitation Title: Outside Plant Services for Dark Fiber Development Contract Summary: To provide Outside Plant (OSP) Development Services that include development documents as needed so that construction services can then be pursued. Contract Number: 402872 Solicitation Number: 968631 Requisition Number: 103413 Type of Contract/PO: IDIQ Contract Contract Start Date: 3/20/2017 Contract Expiration Date: Estimated Contract Life Value: $2,000,000.00 Fund: 40016 Selection Method: Procurement Staff: RFP Kevin Edwards BAO Staff: 3/19/2022 BU: 14403016 Jeremy Frye Department(s) Served: ITS Contractor Information Contracting Firm: First Call Services, LLC Address 1: 1113 N. Castle Heights Ave Address 2: Suite A City: Lebanon State: TN Company Contact: Samantha Green Phone #: 615-750-2216 Zip: 37087 Email Address: samantha@fcsdesign.net E1#: 259468 Contract Signatory: Samantha Green Email Address: samantha@fcsdesign.net Subcontractor Information Small Business Program: Small Business Amount: $27,414.36 Procurement Nondiscrimination Program: MWBE Participation Amount: $1,644.86 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Summary of Offers Score (RFQ Only) Cost Result First Call Services, LLC 81.68 $27,414.36 Awarded Longway Broadband Services 40.32 $101,517.25 Evaluated but not selected Automaticode 20.72 $403,872.00 Evaluated but not selected No Other Offers No Other Offers No Other Offers No Other Offers Revised 9/13/2016 DocuSign Envelope ID: 995FF2AA-952D-4F9D-9E52-B9F42C46ED61 Contract Abstract Contract Information Contract & Solicitation Title: Project Contract Administration Consulting Services for District Energy System. Contract Summary: CONTRACTOR agrees to provide indefinite delivery/indefinite quantity (ID/IQ) Project Contract Administration Management Services using the pricing shown in Exhibit A. Contract Number: 403374 Solicitation Number: 967685 Requisition Number: 103375 Type of Contract/PO: Select from the Following: Contract Start Date: 4/26/2017 Contract Expiration Date: Estimated Contract Life Value: $3,000,000.00 Fund: 68201 Selection Method: RFP BAO Staff: Procurement Staff: Select from the Following: Department(s) Served: District Energy System. 4/26/2022 BU: 68511000 Jerval Watson Contractor Information Contracting Firm: Thermal Engineering Group, Inc. Address 1: PO Box 290 Address 2: City: Hendersonville State: TN Company Contact: Harry Ragsdale Zip: 37077 Email Address: hragsdale@thermalegi.com Phone #: 615-264-2611 E1#: 565858 Contract Signatory: Harry Ragsdale Email Address: hragsdale@thermalegi.com Subcontractor Information Small Business Program: Small Business Amount: $1,374,422.52 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Summary of Offers Score (RFQ Only) Cost Result Thermal Engineering Group, Inc. 100 Awarded $1,374,422.52 No Other Offers No Other Offers No Other Offers No Other Offers No Other Offers No Other Offers Revised 9/13/2016 DocuSign Envelope ID: 8DC7E9DD-31E9-4AB5-891B-D7B3BB75F48C Contract Abstract  Contract Information  Contract & Solicitation Title:  Mobile Laptop/Tablet Computers and Peripherals for MNPD   Contract Summary:  Mobile Laptop/Tablet Computers and Peripherals for MNPD   Contract Number:  403600    Solicitation Number:  na     Requisition Number:  na   Type of Contract/PO:   Emergency    Contract Start Date:  3/21/2017   Contract Expiration Date:   Estimated Contract Life Value:  100,000.00   Fund:  10101   Selection Method:  Procurement Staff:  Emergency   Stephen Pitman                  BAO Staff:  Department(s) Served:  MNPD   3/20/2018   BU:  31160110   Select from the Following:       Contractor Information  Contracting Firm:  Brite Computers      Address 1:  7647 Main ST Fishers    Address 2:              City:  Victor    State:  NY    Company Contact:  Lindsey Cooksey    Zip:  14564      Email Address:  lcooksey@britecomputers.com   Phone #:  5858696017    E1#:  496842   Contract Signatory:  Justin Smith    Email Address:  justin@britecomputers.com       Subcontractor Information  Small Business Program:  No SBE/SDV participation    Amount:  na   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  na     Disadvantaged Business Enterprise:  Was applicable for this contract    Amount:  na     Summary of Offers  Score (RFQ Only)  Cost  Result  Brite Computers   na   na   Awarded    na   na   na   No Other Offers   na   na   na   No Other Offers   na   na   na   No Other Offers   na   na   na   No Other Offers   na   na   na   No Other Offers   na   na   na   No Other Offers   Revised 9/13/2016              DocuSign Envelope ID: Contract Abstract A Matter Contract Information as Contract Solicitation Title: lPublic Relations Servicesl Contract Summary: IFull service public relations/marketing agency to serve as an extension of existing! [Metro Department communication efforts! Contract Number: 401071 Solicitation Number: Requisition Number: Type of Contract/PO: Contract Start Date: 17 Contract Expiration Date: 2/14/20 Estimated Contract Life Value: $2,000,000.00 Fund: BU: Selection Method: Procurement Staff: Kevin Edwa BAO Staff: Department(s) Served: Contractor Information Contracting Firm: lMcNeely, Pigott Fox Public Relations, Address 1: [6_11 Commerce Street! Address 2: Suite 3000 City: hville State: ip: Company Contact: SusaJett Email Address: Phone +225! 51:4: 1714 Contract Signatory: Mark A. McNely Email Address: Subcontractor Information Small Business Program: Srn_a_ l_B_u_siness Amount: $61,150.00 Procurement Nondiscrimination Program: IMWBE Participationl Amount: I 1,000.00 Disadvantaged Business Enterprise: [Was Not applicable for this contract! Amount: $0.00 Summary of Offers Score (RFQ Only) Cost Result a DVL Seigethaler, Inc, 5.00 lMcNeely Pigott Fox PR, Awarded, Rem? 9/13/2015 Procurement 5?3 DocuSign Envelope ID: 97A15D73-6A13-4089-92F0-F272DB497A4B Contract Abstract  Contract Information  Contract & Solicitation Title:  Unemployment Compensation Cost Control Management Services   Contract Summary:  The provision of unemployment compensation cost control management services.   Contract Number:  403376    Solicitation Number:  925565     Requisition Number:  NA   Type of Contract/PO:   IDIQ Contract   Contract Start Date:  3/15/2017   Contract Expiration Date:   Estimated Contract Life Value:  100,000.00   Fund:  10101   Selection Method:  Procurement Staff:  RFP   Stephen Pitman                  BAO Staff:  Department(s) Served:  Treasury   3/14/2022   BU:  01101114   Bryan Gleason       Contractor Information  Contracting Firm:  Strategic Cost Control Inc‐ DBA ‐ Corporate Cost Control      Address 1:  50 Nashua Road    Address 2:              City:  Londonderry    State:  NH    Company Contact:  Jim Paris    Zip:  03053      Email Address:  jparis@corporatecostcontrol.com   Phone #:  615‐866‐6244    E1#:  279242   Contract Signatory:  Jim Paris    Email Address:  jparis@corporatecostcontrol.com       Subcontractor Information  Small Business Program:  No SBE/SDV participation    Amount:  NA   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  NA     Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  NA     Summary of Offers  Score (RFQ Only)  Cost  Result   Corporate Cost Control   95   54,000.00   Awarded    THOMAS & THORNGREN INC   91   78,000.00   Evaluated but not selected   TALX Corporation   67   73,272.00   Evaluated but not selected   Cushion Employer Services   60   166,425.75   Evaluated but not selected   NA   NA   NA   No Other Offers   NA   NA   NA   No Other Offers   NA   NA   NA   No Other Offers   Revised 9/13/2016              DocuSign Envelope ID: 1A740730-06B0-404A-BBF3-C1F4A5C38D7F MEGAN BARRY, MAYOR DEPARTMENT OF FINANCE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY March 28, 2017 Mr. John DeLorimier Executive Vice President Concentra Health Services, Inc. 5080 Spectrum Drive, Suite 1200 West Tower Addison, Texas 75001 Re: Contract for Professional Medical Services Contract No. L-3264 Dear Mr. DeLorimier: Ordinance No. BL2013-527 approved a contract between The Metropolitan Government of Nashville and Davidson County (“Metro”) and Concentra Health Services, Inc. (“Concentra”), to furnish medical services to employees injured by accident arising out of and in the course of employment. Section III of the contract, which was filed with the Metropolitan Clerk on November 6, 2013, provides: Term. A. The term of this contract will begin on the date this contract is signed by all required parties and filed in the office of the Metropolitan Clerk. METRO contemplates that the contract term will begin on or about October 1, 2013 (beginning date). This contract shall not take effect until approved by the Metropolitan Council. The contract will be for an initial term of three (3) years and shall be subject to the fee schedules and Compensation provisions set forth in the Agreement for Services at a Worksite Medical Facility. B. This contract may be extended for two (2) additional terms of one (1) year each. The option to extend shall be exercised by and in the discretion of the Purchasing Agent. To be effective, any extension must be approved by the Purchasing Agent, METRO’s Department of Law and Department of Finance. In no event shall the term of this contract, including extensions, exceed sixty (60) months from the date of filing with the Metropolitan Clerk’s Office. PROCUREMENT DIVISION 730 2nd Avenue, South, P.O. Box 196300 Nashville, Tennessee 37219-6300 www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: 1A740730-06B0-404A-BBF3-C1F4A5C38D7F Metro desires to exercise the extension provision reflected in Section III and extend the term of the contract for one (1) year. Thus, the contract will expire on November 6, 2017. Metro has received a current Certificate of Insurance from Concentra. Please sign below to affirm Concentra’s acknowledgment of the contract extension. Respectfully, Jeff Gossage C.P.M., CPPB Purchasing Agent Metro Attorney Cc: Solicitation File Metro Department of Finance Metro Department of Human Resources Concentra Health Services, Inc. Procurement Division 222 Third Avenue, North, P.O. Box 196300 Nashville, Tennessee 37219-6300 www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 MEDICARE PART D EMPLOYER-ONLY SPONSORED GROUP WAIVER PLAN PRESCRIPTION DRUG SERVICES AGREEMENT THIS MEDICARE PART D EMPLOYER-ONLY SPONSORED GROUP WAIVER PLAN PRESCRIPTION DRUG SERVICES AGREEMENT ("Agreement"), made as of the date of execution as set forth on the signature page (the “Execution Date”), is entered into by and between Medco Containment Life Insurance Company, a Pennsylvania corporation ("MCLIC"), and Metropolitan Government of Nashville and Davidson County, Tennessee on its own behalf and on behalf of the Client Group Health Plan (as defined below) (“Client”). MCLIC and Client are jointly referred to herein as “Parties” and may be referred to herein individually as a “Party”. BlueCross BlueShield of Tennessee (BCBST), although not included in the meaning of Parties or Party, will, on Client’s behalf transmit certain information and payments to MCLIC as described herein. RECITALS A. MCLIC has been retained by Metropolitan Government of Nashville and Davidson County, to provide the services under this Agreement. All of the terms and conditions of this EGWP Agreement are specifically set forth. B. As set forth above, BCBST will, on Client’s behalf, transmit certain information and payments to MCLIC as specifically set forth in Article 2.5 and 5.5 of this Agreement. BCBST’s signature to this Agreement obligates it only to those terms and conditions specifically set forth in Articles 2.5, 5.5, 9.1, 9.2 and 9.5. BCBST is otherwise not a party to this EGWP Agreement and has no liability with respect to, or is bound by, any terms and conditions other than those set forth above. C. MCLIC, through its affiliated entities, 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, and regulations 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 of any PDP Sponsor contract between CMS and MCLIC (collectively, the “Medicare Drug Rules”); and D. 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 E. Client 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 (the “Client Group Health Plan”); and F. Client desires to contract with MCLIC to offer a prescription drug benefit to Client’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 as part of the Client Group Health Plan; and G. 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 Client’s Part D Eligible Retirees in accordance with the Medicare Drug Rules and pursuant to the terms and conditions of this Agreement. {N0054602.1} 222079.v5 1 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants herein contained, and pursuant to the terms and subject to the conditions set forth below, MCLIC and Client hereby agree as follows: TERMS AND CONDITIONS ARTICLE I - DEFINITIONS Terms not otherwise defined in this Agreement shall have the meanings ascribed to them as set forth below, or as defined in the Medicare Drug Rules. “Affiliate” means, with respect to MCLIC, individually or collectively, any other individual, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity directly or indirectly controlling (including without limitation all directors and executive officers of such entity), controlled by or under direct or indirect common control of or with MCLIC. “Ancillary Supplies, Equipment, and Services” or “ASES” means ancillary supplies, equipment, and services provided or coordinated by MCLIC Specialty Pharmacy in connection with MCLIC 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. Routine supplies (e.g. syringes and tubing) are not considered ASES and will be included at no additional charge. “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 MCLIC (the “Pricing Source”). The applicable AWP shall be the 11-digit NDC for the product on the date dispensed, and for prescriptions filled in (a) Participating Pharmacies and MCLIC Specialty Pharmacy will be the AWP for the package size from which the prescription drug was dispensed, and (b) in the Mail Service Pharmacy the AWP for the smaller of: (i) the NDC code for the package size from which the prescription drug was dispensed, or (ii) package sizes of 100 units or 16 ounce quantities, or the next larger quantity if such specified quantities are not available. If the Pricing Source discontinues the reporting of AWP or materially changes the manner in which AWP is calculated, then, upon prior notice to Client, MCLIC reserves the right to make an equitable adjustment as necessary to maintain the Parties’ relative economics and the pricing intent of this Agreement. Prior to changing the Pricing Source, MCLIC shall provide Client with at least 90 written days notice of the effective date of the change in Pricing Source, but if the effective date of the change in Pricing Source is less than 90 days before MCLIC knows that the change in Pricing Source will definitely occur, then MCLIC shall provide Client with as much advance notice as is reasonably practicable under the circumstances. “Brand/Generic Algorithm” or “BGA” means MCLIC’s standard and proprietary brand/generic algorithm utilized by MCLIC for all of its clients, a copy of which shall be made available for review by Client 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 products in the MCLIC 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 Client, EGWP Enrollee and provider confusion due to fluctuations in brand/generic status. Client or its Auditor may audit MCLIC’s application of its BGA to confirm that MCLIC is making brand and generic drug determinations consistent with such algorithm. “Brand Drug” means a prescription drug identified as such in MCLIC’s master drug file using indicators from First Databank (or other source nationally recognized in the prescription drug industry used by 222079.v5 {N0054602.1} 2 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 MCLIC for all clients) on the basis of a standard Brand/Generic Algorithm utilized by MCLIC for all of its clients, a copy of which shall be made available for review by Client or its Auditor upon request. Notwithstanding the foregoing, certain prescription drug medications that are licensed and then currently marketed as brand name drugs, where there exists at least one (1) competing prescription medication that is a generic equivalent and interchangeable with the marketed brand name drug, may process as “Generic Drugs” for Prescription Drug Claim adjudication and EGWP Enrollee Copayment purposes. “Copayment” or “Copay” means that portion of the charge for each Covered Product dispensed to an EGWP Enrollee that is the responsibility of such EGWP Enrollee (e.g., copayment, coinsurance, cost sharing, and/or deductibles under initial coverage limits and up to annual out-of-pocket thresholds) as provided under the EGWP Benefit, as shown in the Set-Up Forms. “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. “Coverage Gap Discount” means the manufacturer discounts available to eligible Medicare 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 beneficiaries receiving applicable, covered Medicare Part D drugs, while in the Coverage Gap. “Covered Drug(s)” means those prescription drugs, supplies, Specialty Products and other items that are covered under the EGWP Benefit, or treated as covered pursuant to a coverage determination or appeal. “Enrollee Submitted Claim” means (a) a claim submitted by an Enrollee for Covered Drugs dispensed by a pharmacy other than a Participating Pharmacy, (b) a claim submitted by an Enrollee for a vaccination, or (c) a claim for Covered Drugs filled at a Participating Pharmacy for which the Enrollee paid the entire cost of the Covered Product. “Enrollment File” means the list(s) of EGWP Enrollees submitted by BCBST to MCLIC and verified as accurate by Metro, in accordance with Article 2.5, as verified by MCLIC through CMS eligibility files. “EGWP Benefit” means the prescription drug benefit to be administered by MCLIC under this Agreement, as defined in the Recitals above and as further described in the Client Group Health Plan document, its summary plan description, and its summary of benefits, the latter of which is attached hereto as Exhibit A, as may be amended from time to time in accordance with the terms of this Agreement. “EGWP Enrollee” means each Part D Eligible Retiree who is enrolled in the EGWP Benefit in accordance with the terms of this Agreement. “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 insurance (OHI) or prescription drug coverage, and as such, the Coverage Gap Discount is applied before any OHI benefits. “Formulary” means the list of FDA-approved prescription drugs and supplies developed by MCLIC’s Pharmacy and Therapeutics Committee and/or customized by Client, which meets the requirements of the Medicare Drug Rules, and which is selected and/or adopted by Client. Subject to the requirements of the Medicare Drug Rules, the drugs and supplies included on the Formulary will be modified by MCLIC 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 Client, subject to Client’s discretion and the requirements of the Medicare Drug Rules. 222079.v5 {N0054602.1} 3 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 “Generic Drug” means a prescription drug, whether identified by its chemical, proprietary, or nonproprietary 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 MCLIC’s master drug file using indicators from First Databank (or other source nationally recognized in the prescription drug industry used by MCLIC for all clients) on the basis of a standard Brand/Generic Algorithm utilized by MCLIC for all of its clients, a copy of which shall be made available for review by Client or its Auditor upon request. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (the HITECH Act), as amended, and the regulations promulgated thereunder. "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. “Mail Service Pharmacy” means a pharmacy wholly-owned or operated by MCLIC or one or more of its affiliates, other than an MCLIC Specialty Pharmacy, where prescriptions are filled and delivered to EGWP Enrollees via mail delivery service. “Manufacturer Administrative Fees” means those administrative fees paid by manufacturers to MCLIC or its Affiliate pursuant to a contract between MCLIC or its Affiliate and the manufacturer in connection with MCLIC or its Affiliate administering, invoicing, allocating and collecting the Rebates under the Medicare Rebate Program. “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 Affiliate’s manufacturer rebate program under which MCLIC or its Affiliate contracts 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. “Maximum Reimbursement Amount” or “MRA” means the maximum unit ingredient cost payable by Client for a drug on the MAC List based on maximum reimbursement payment schedule(s) developed or selected by MCLIC. The application of MRA pricing may be subject to certain “dispensed as written“ (DAW) protocols and Client defined plan design and coverage policies. "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 Client’s Current Benefit. “Participating Pharmacy” means any licensed retail pharmacy with which MCLIC or one or more of its Affiliates has executed an agreement to provide Covered Drugs to EGWP Enrollees, but shall not include any mail order or specialty pharmacy affiliated with any such Participating Pharmacy. Participating Pharmacies are independent contractors of MCLIC. “Pharmacy” or “Pharmacies” refers from time to time to any or all Participating Pharmacies, Mail Service Pharmacy, or MCLIC Specialty Pharmacy as the context of the provision dictates. “PHI” means protected health information as defined under HIPAA. 222079.v5 {N0054602.1} 4 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 “PMPM” means, if applicable, per EGWP Enrollee, per month, as determined by MCLIC from the Enrollment Files for the applicable time period. “Prescription Drug Claim” means an EGWP Enrollee Submitted Claim or claim for payment of a Covered Product submitted to MCLIC by a Participating Pharmacy, Mail Service Pharmacy, or Specialty Pharmacy as a result of dispensing Covered Drugs to an EGWP Enrollee. "Prescription Drug Plan" or “PDP" shall have the meaning set forth in the Medicare Drug Rules. “Rebates” means retrospective formulary rebates that are paid to MCLIC or its Affiliate pursuant to the terms of a formulary rebate contract negotiated independently by MCLIC or its Affiliate with a pharmaceutical manufacturer and directly attributable to the utilization of certain Covered Drugs by EGWP Enrollees under the EGWP Benefit. Rebates do not include product discounts or fees related to the procurement of prescription drug inventories by or on behalf of MCLIC or its Affiliates owned and operated specialty or mail order pharmacies, as more fully described in Exhibit D; fees received by MCLIC from manufacturers for care management or other services provided in connection with the dispensing of Specialty Products; or other fee-for-service arrangements whereby pharmaceutical manufacturers generally report the fees paid to MCLIC or its Affiliates for services rendered as “bona fide service fees” pursuant to federal laws and regulations, including, but not limited to the Medicaid “Best Price” rule (collectively, “Other Pharma Revenue”). Such laws and regulations, as well as MCLIC’s contracts with pharmaceutical manufacturers, generally prohibit MCLIC from sharing any such “bona fide service fees” earned by MCLIC, whether wholely or in part, with any MCLIC client. MCLIC represents and warrants that it will not enter into any agreement with a pharmaceutical manufacturer for Other Pharma Revenue in exchange for a reduction of Rebates. “Set-Up Forms” means any standard MCLIC document or form, which when completed and signed by Client (electronic communications from Client indicating Client’s approval of a Set-Up Form shall satisfy the foregoing), will describe the essential benefit elements and coverage rules adopted by Client. “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 Express Scripts, Inc. (“ESI”), MCLIC, 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 a Specialty Pharmacy hereunder. “Specialty Product List” means the standard list of Specialty Products and their reimbursement rates under the applicable open option as updated from time to time. The Specialty Product List is available to Client upon request. Client shall be notified of new to market specialty drugs on a monthly basis and the corresponding discount rate at which the drug is being added. “Specialty Products” means those injectable and non-injectable drugs on the Specialty Product List. Specialty Products 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; specialized product handling and/or administration requirements and/or cost in excess of $500 for a 30 day supply. “True Out-of-Pocket Costs” or “TrOOP” means costs incurred by an EGWP Enrollee or by another person on behalf of an EGWP Enrollee, such as a deductible or other cost-sharing amount, with respect to Covered Drugs, as further defined in the Medicare Drug Rules. “UM Company” means MCMC, LLC or other independent third party utilization management company contracted by MCLIC to provide services to EGWP Enrollees, subject to and as further described herein. 222079.v5 {N0054602.1} 5 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 “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 MCLIC or its Affiliate by the Participating Pharmacy. “Vaccine Claim” means (i) a Medicare Part D covered vaccine claim for reimbursement submitted by a Participating Pharmacy, ESI Mail Pharmacy, MCLIC Specialty Pharmacy, physician, or other entity; (ii) an Enrollee Submitted Claim for a Medicare Part D covered vaccine; and (iii) a Medicare Part B covered vaccine claim submitted by a Participating Pharmacy. Vaccine Claim is a Prescription Drug Claim for purposes of this Agreement. ARTICLE II – PLAN STATUS UNDER APPLICABLE LAWS; ENROLLMENT AND DISENROLLMENT IN THE EGWP BENEFIT 2.1 Medicare Part D. Client and MCLIC acknowledge and agree as follows: (a) Under the Medicare Drug Rules, the EGWP Benefit will be deemed to be an EGWP administered by MCLIC, and each EGWP Enrollee will be deemed to be a Part D enrollee of MCLIC who is covered by the EGWP Benefit. (b) The design of and administration of the EGWP Benefit is subject to the applicable requirements of the Medicare Drug Rules. MCLIC shall administer the EGWP Benefit in accordance with the Medicare Drug Rules and all other applicable laws. Client shall cooperate with MCLIC and, upon MCLIC’s request, do, execute, acknowledge, deliver, and provide such further acts, reports, information, and instruments as may be reasonably required or appropriate to administer the EGWP Benefit in compliance with the Medicare Drug Rules, applicable state insurance laws and other applicable laws. (c) If the number of Client’s Part D Eligible Retirees falls below 2,700 EGWP Enrollees or eliminated for any reason, upon prior notice to the Client, 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. 2.2 ERISA. Client’s Group Health Plan is not an ERISA plan. 2.3 HIPAA. Each of Client, the Client Group Health Plan and MCLIC agrees to take reasonable and necessary actions to safeguard the privacy and security of information that identifies a particular EGWP Enrollee in accordance with state and federal privacy and security requirements, including HIPAA and the confidentiality and security provisions stated in 42 C.F.R. §423.136 and elsewhere in applicable law. Without limiting the generality of the foregoing, the Parties acknowledge that, for the purposes of HIPAA compliance, each of MCLIC and the Client Group Health Plan is a Covered Entity, and that, with respect to the EGWP Benefit, MCLIC and the Client Group Health Plan shall be deemed to be an Organized Health Care Arrangement. MCLIC and the Client Group Health Plan may transmit and receive PHI as necessary for the operation of the EGWP Benefit. In addition, MCLIC may transmit PHI to the Client Group Health Plan for payment purposes and any other purpose permitted by HIPAA. Client hereby represents and warrants that: (i) the Client Group Health Plan’s documents have been amended to meet the specification requirements set forth at 45 C.F.R. §164.504(f); (ii) Client will use and disclose PHI solely in accordance with these provisions; and (iii) accordingly, MCLIC, at the direction of the Client Group Health Plan, may disclose PHI to Client consistent with the terms of this Section 2.3. The Parties shall take reasonable steps to ensure that all uses and disclosures of PHI by MCLIC, the Client Group Health Plan and Client only include information that is minimally necessary to accomplish the purpose(s) of the use or disclosure. Capitalized terms used in this Section 2.3 and not otherwise defined in this Agreement shall have the meaning set forth in HIPAA. MCLIC and its Affiliate 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 MCLIC or provided to MCLIC by Client for research; provider profiling; benchmarking, drug trend, and cost and other internal analyses and 222079.v5 {N0054602.1} 6 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 comparisons; clinical, safety and/or trend programs; ASES; or other MCLIC business purposes, in all cases subject to applicable law. 2.4 Group Enrollment. Subject to each individual’s right to opt out, as described below, Client 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. Client agrees that it will comply with all applicable requirements for group enrollment in EGWPs as set forth in the Medicare Drug Rules and related CMS guidance, and as described and required by MCLIC’s policies and procedures. 2.5 Enrollment File. No later than thirty (30) days prior to the Effective Date and the first day of each EGWP Benefit enrollment period thereafter, so long as this Agreement is in effect, Client shall transmit to BCBST a listing of those Part D Eligible Retirees for whom Client 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. BCBST shall provide an Enrollment File to MCLIC via the communication medium reasonably requested by MCLIC that lists those Part D Eligible Retirees for whom Client 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. Client represents and warrants that all information it provides to BCBST in the Enrollment File will be complete and correct. Client shall communicate all new enrollments (i.e., individuals who become eligible to participate in the EGWP Benefit outside of an annual election period), requested retroactive enrollments of Part D Eligible Retirees, and disenrollments from the EGWP Benefit to BCBST. MCLIC To the extent Client provides the above listings to BCBST, BCBST shall within five (5) business days, provide such listing(s) in the form of an Enrollment File to MCLIC via a communication medium and in a form and format mutually agreeable to BCBST and MCLIC. MCLIC agrees to process retroactive enrollment requests pursuant to the requirements of the Medicare Drug Rules. 2.6 Implementation. (a) MCLIC’s Responsibilities. MCLIC shall implement the Enrollment File following confirmation of the eligibility of the Part D Eligible Retirees listed on the Enrollment 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 Enrollment File and the CMS eligibility files. If an individual is listed on the Enrollment File, but is not eligible for participation according to CMS eligibility files, then MCLIC shall notify Client in a timely manner regarding such individual’s ineligibility. MCLIC will work with Client to determine if such individual has been rejected due to an administrative or clerical error (e.g., data field standards errors, rejections related to information input by MCLIC related to the EGWP Benefit into the CMS system, etc.), or an error requiring individual retiree contact, and if so in either case, MCLIC will take appropriate action and attempt to correct such error and resubmit the individual through the CMS system. Client acknowledges and agrees that MCLIC may update in the Enrollment File any and all 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 in the EGWP Benefit. For all Part D Eligible Retirees that have been included by Client in the Enrollment File, but who are ultimately determined to be ineligible for participation in the EGWP Benefit, MCLIC or its Affiliate 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 Client any changes to a Part D Eligible Retiree’s information in the Enrollment File based upon updates or corrections received from CMS. (b) Incomplete Enrollment File Information. An inaccurate or incomplete Enrollment File (e.g., missing date of birth, last name, first name, etc.) or otherwise of 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. MCLIC will provide Client with regular reports providing the details of all such incomplete information needed to enroll Part D Eligible Retirees. Client acknowledges and agrees that MCLIC may contact Client’s Part D Eligible Retirees to obtain the information required hereunder and that MCLIC will update the Enrollment File on Client’s behalf to reflect additional information needed to complete enrollment of the Part D Eligible Retirees in the EGWP Benefit. If MCLIC, using reasonable efforts, is not able to obtain all missing information from a Part D Eligible Retiree within twenty-one (21) 222079.v5 {N0054602.1} 7 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 days after receiving Client’s initial request for enrollment of the Part D Eligible Retiree in the EGWP Benefit, then Client’s request shall be deemed cancelled and MCLIC or its Affiliate shall notify Client and also the individual of his or her non-enrollment in the EGWP Benefit and shall take all other action as required by applicable law. (c) Effective Date of Application for Enrollment into EGWP Benefit. Notwithstanding any provision of this Agreement to the contrary, the effective date of the application for any Part D Eligible Retiree who MCLIC seeks to enroll in the EGWP Benefit hereunder shall be the date on which the application for enrollment is entered by MCLIC into its enrollment system, subject however to any adjustments that MCLIC may make for retroactive enrollments as necessary to enroll the Part D Eligible Retiree in the EGWP Benefit. 2.7 Individual Disenrollment. If Client or MCLIC determines that an EGWP Enrollee is no longer eligible to participate as an EGWP Enrollee in the EGWP Benefit (an “Ineligible Enrollee”), such Ineligible Enrollee shall be disenrolled in accordance with the Medicare Drug Rules. 2.8 Group Disenrollment. If, upon the expiration of the then current term of this Agreement, Client plans to disenroll its EGWP Enrollees from the EGWP Benefit using a group disenrollment process, then Client shall implement the following procedures: (a) Notification to EGWP Enrollees. Client shall provide at least twenty-one (21) days (or such other minimum days notice as required by the Medicare Drug Rules) prior written notice to each EGWP Enrollee that Client plans to disenroll from the EGWP Benefit and shall include with such written notification an explanation as to how the EGWP Enrollee may contact CMS for information on other Medicare Part D options that might be available to the EGWP Enrollee; and (b) Information to MCLIC. Client 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. 2.9 Voluntary Disenrollment. If an EGWP Enrollee makes a voluntary request to be disenrolled from the EGWP Benefit (the “Voluntary Disenrollee”) to Client, then Client shall notify MCLIC at least sixty (60) days prior to the effective date of such Voluntary Disenrollee’s disenrollment, in a manner and format agreed upon by the Parties. If Client does not timely notify MCLIC of such Voluntary Disenrollee’s disenrollment in the EGWP Benefit, then MCLIC shall submit a retroactive disenrollment request to CMS. Client 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 Client. 2.10 Responsibility for Claims After Loss of Eligibility or Disenrollment. Except for Prescription Drug Claims that are paid due to MCLIC’s negligence, Client shall be responsible for reimbursing MCLIC pursuant to Section 5.1 for the following Prescription Drug Claims processed by MCLIC in good faith: (a) with respect to an Ineligible Enrollee during any period in which the Enrollment File indicated that such Ineligible Enrollee was eligible; and (b) with respect to a Voluntary Disenrollee, in the event Client did not provide timely notice to MCLIC of such disenrollment as set forth in this Article II. 2.11 [Reserved] 2.12 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 Agreement. MCLIC shall pay such amounts to Client within forty-five (45) days of MCLIC’s receipt of payments from CMS; provided, further, that any related PMPM Fees (as defined in Section 5.2(b)) associated with the retroactive enrollment or disenrollment, as the case may be, shall be adjusted in accordance with the applicable terms of this Agreement. ARTICLE III – PRESCRIPTION DRUG SERVICES 222079.v5 {N0054602.1} 8 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 3.1 Exclusivity. Client acknowledges and agrees that, in the event Client offers its Part D Eligible Retirees more than one Part D benefit option, the eligibility determinations, enrollment and disenrollment and other administration of such Part D options will require extensive coordination with the administration of the EGWP Benefit. For these reasons, Client agrees that Client shall use MCLIC as Client’s exclusive provider of all Medicare Part D services for its Part D Eligible Retirees during the term of this Agreement. Any terms and conditions of Client’s and MCLIC’s arrangements for Part D options other than the EGWP Benefit shall be set forth in separate agreements. 3.2 Prescription Drug Services. In exchange for the fees set forth in Exhibit B, MCLIC will administer the EGWP Benefit for EGWP Enrollees in accordance with the terms and conditions of this Agreement. Such administrative services will include: pharmacy network contracting; Mail Service Pharmacy and Specialty Products services; Prescription Drug Claim processing; Formulary and Rebate administration; Medication Therapy Management; services cost containment, clinical, safety, adherence, all services necessary to comply with the Medicare Drug Rules, and other like programs (collectively, “Prescription Drug Services”), as further described in Sections 3.7 through 3.10. All Prescription Drug Services shall be provided by MCLIC in accordance with the Medicare Drug Rules and the terms of the EGWP Benefit. Client acknowledges and agrees that MCLIC may provide Prescription Drug Services under this Agreement through one or more of its Affiliates. MCLIC will have written agreements with each Affiliate that will perform services on behalf of MCLIC in connection with the EGWP Benefit that meet the requirements of the Medicare Drug Rules for subcontractors of PDP Sponsors. 3.3 The EGWP Benefit. The EGWP Benefit will satisfy all actuarial equivalence standards set forth in the Medicare Drug Rules. MCLIC will evaluate the actuarial equivalence and report such information to CMS as required. Client 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 Client shall cooperate with MCLIC to make necessary adjustments to the EGWP Benefit design to meet the actuarial equivalence standards. 3.4 Changes to the EGWP Benefit. Client 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) to the extent applicable, all changes to the EGWP Benefit must be compliant with the Medicare Drug Rules; (b) the EGWP Benefit, after implementation of such changes, must continue to meet the actuarial equivalence standards referenced in Section 3.3 above; (c) EGWP Benefit changes may be implemented only at times and in the manner permitted by the Medicare Drug Rules; and (d) any requested change that would increase MCLIC’s costs of administering the EGWP Benefit without an equivalent increase in reimbursement to MCLIC from Client shall not be implemented unless and until Client and MCLIC agree in writing upon a corresponding amendment to the reimbursement terms of this Agreement. 3.5 EGWP Enrollee Communications. All standard EGWP Enrollee communications concerning the EGWP Benefit (i.e., summary plan description, evidence of coverage, etc.) shall be mutually developed by MCLIC and the Client at no charge pursuant to the Medicare Drug Rules, including the CMS Marketing Guidelines contained therein. MCLIC shall be responsible, with assistance from Client, in completing the EGWP Enrollee communications and distributing them to EGWP Enrollees as appropriate. Pursuant to the Medicare Drug Rules, MCLIC must provide all such EGWP Enrollee communications to CMS for review. If CMS notifies MCLIC that any such EGWP Enrollee communication is deficient, Client agrees to assist MCLIC to make necessary revisions to such EGWP Enrollee communication to correct such deficiency. 3.6 Pharmacy Network. MCLIC will maintain a network of Participating Pharmacies, and will make available an updated list of Participating Pharmacies on-line. The Pharmacy Network will at a minimum, be sufficient to meet the needs of the EGWP Enrollees as required pursuant to the Medicare Drug Rules. Neither MCLIC nor its Affiliate direct or exercise any control over the Participating Pharmacies or the professional judgment exercised by any pharmacist in dispensing prescriptions or otherwise providing 222079.v5 {N0054602.1} 9 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 pharmaceutical related services at a Participating Pharmacy. To the extent permitted by law, MCLIC shall have no liability to Client , any EGWP Enrollee or any other person or entity for any act or omission of any Participating Pharmacy or it agents or employees. If, due to an access concern, and upon Client’s written request to add a particular retail pharmacy to the network of Participating Pharmacies servicing Client and its Enrollees, MCLIC will make commercially reasonably efforts to add any such retail pharmacy to the Participating Pharmacy network for Client, provided that such pharmacy meets MCLIC’s network participation requirements and agrees to MCLIC’s standard terms and conditions. If MCLIC pays any such Participating Pharmacy a higher rate than MCLIC’s standard network rate (i.e. the particular pharmacy will only agree to higher than standard reimbursement rates), and Client nevertheless requests that MCLIC add such pharmacy, the rate charged to Client for Prescription Drug Claims processed through such pharmacy (assuming MCLIC agrees to contract with such pharmacy) will be the net ingredient cost plus the dispensing fee paid by MCLIC to such Participating Pharmacy. All such Prescription Drug Claims will be excluded from the pricing guarantees set forth in Exhibit B. 3.7 Audits of Participating Pharmacies; Fraud and Abuse. MCLIC shall periodically audit Participating Pharmacies to determine compliance with their agreements with MCLIC or its Affiliate and in order to meet the anti-fraud provisions of the Medicare Drug Rules applicable to PDPs. MCLIC also shall perform fraud and abuse reviews of EGWP Enrollees and physicians as required under the Medicare Drug Rules for PDPs. The audits and reviews may be conducted by MCLIC’s or its Affiliate’s internal auditors or its outside auditors, and at the pharmacy or at MCLIC by a review of electronically transmitted claims. MCLIC shall attempt recovery of identified overpayments through offset, demand or other reasonable means. Any balance of recovered overpayments will be credited to Client on the next billing cycle after the correction. MCLIC shall not be required to institute litigation to collect any overpayments, but shall cooperate with Client in the event Client elects to pursue litigation. 3.8 Mail Service Pharmacy. EGWP Enrollees may have prescriptions filled through the Mail Service Pharmacy. Subject to applicable law, MCLIC may communicate with EGWP Enrollees regarding benefit design, cost savings, availability and use of the Mail Service Pharmacy, as well as provide supporting services. Samples of all communications sent to EGWP Enrollees shall be provided to Client prior to the first mailing. MCLIC may suspend Mail Service Pharmacy services to an EGWP Enrollee who is in default of any Copayment amount due MCLIC. Client will be responsible for any unpaid EGWP Enrollee Copayment amounts if payment has not been received from the EGWP Enrollee within one hundred twenty (120) days following dispensing. Client will be billed following the one hundred twenty (120) day collection period, with payment due in accordance with the payment terms set forth in Article V of this Agreement 3.9 Claims Processing. Subject to Sections 3.9(a)-(i), MCLIC will perform claims processing services for Covered Drugs dispensed to EGWP Enrollees by Participating Pharmacies, Mail Service and MCLIC Specialty Pharmacy consistent with the applicable standard transaction rules required under HIPAA. The “per Claim” administrative fees set forth in Exhibit B shall be charged for all claims processing services, including initial, rejected, reversed and reprocessed Prescription Drug Claim processing. If elected by Client, MCLIC also shall process EGWP Enrollee Submitted Claims in accordance with the rules in the Set-Up Forms and MCLIC’s standard procedures. (a) Application of Discounts. Prescription Drug Claims will be processed based on the rates set forth in Exhibit B, including Prescription Drug Claims for which no benefits are payable to the EGWP Enrollee for Covered Drugs because of the application of any deductible or 100% co-insurance requirement following satisfaction of any initial coverage limit consistent with the Medicare Drug Rules. (b) COB. MCLIC will coordinate benefits with state pharmaceutical assistance programs and entities providing other prescription drug coverage consistent with the Medicare Drug Rules. MCLIC will perform the following additional coordination of benefit services with Client’s EGWP supplemental coverage: Coordination of benefits for Medicare Part D applicable drugs throughout the EGWP Benefit and the EGWP supplemental coverage; single transaction for EGWP Enrollees at POS utilizing Medicare Part D eligibility and a single ID card; utilize EGWP Enrollee eligibility established under Medicare Part D plan; comprehensive EGWP Enrollee communications package on the EGWP supplemental coverage; all 222079.v5 {N0054602.1} 10 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 CMS required reporting; claims reporting detailing primary and secondary payments; and financial reporting detailing application of Coverage Gap Discount Program. (c) Utilization Management. Consistent with the terms of the EGWP Benefit, MCLIC will establish a reasonable and appropriate drug management program that includes incentives to reduce costs when medically appropriate; maintains policies and systems to assist in preventing over-utilization and under-utilization of prescribed medications, according to guidelines specified by CMS and in accordance with the Medicare Drug Rules. Further, in connection with each prescription submitted for processing on-line by a Participating Pharmacy, MCLIC 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. MCLIC’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 EGWP Enrollee. (d) Quality Assurance. Consistent with the terms of the EGWP Benefit, MCLIC will establish quality assurance measures and systems to reduce medication errors and adverse drug interactions and improve medication use in accordance with the Medicare Drug Rules. (e) TrOOP. Consistent with the terms of the EGWP Benefit, MCLIC will establish and maintain a system to record EGWP Enrollees’ TrOOP balances, and shall communicate TrOOP balances to EGWP Enrollees upon request. (f) Coverage Determinations and Appeals. The Parties acknowledge and agree that MCLIC is required under the Medicare Drug Rules to maintain oversight of coverage determinations under the EGWP Benefit, including prior authorizations and EGWP Enrollee Submitted Claims determinations, and to maintain an appeals process for EGWP Enrollees. Client acknowledges and agrees that MCLIC may perform such services through the UM Company. MCLIC or the UM Company, as applicable, will be responsible for conducting the appeal in a manner consistent with the requirements of the Medicare Drug Rules and shall ensure that the contract with the UM Company complies with the applicable delegation requirements of the Medicare Drug Rules, including without limitation 42 C.F.R. §423.505. ESI represents to Client that UM Company has contractually agreed that: (A) UM Company will conduct appeals in accordance with the Medicare Drug Rules and the EGWP Benefit, (B) Client is a third party beneficiary of UM Company’s agreement with MCLIC or its Affiliate (a copy of which is available upon request) and the remedies set forth therein, and (C) UM Company will indemnify Client for third party claims caused by the UM Company’s negligence or willful misconduct in providing the appeal services. (g) EOBs. MCLIC will furnish EGWP Enrollees, in a manner specified by CMS, a written explanation of benefits (“EOB”) when prescription drug benefits are provided under qualified prescription drug coverage consistent with the requirements of the Medicare Drug Rules. (h) EGWP Enrollee Services. MCLIC will provide 24-hours a day, 7-days a week toll-free telephone, IVR and Internet support to assist Client and EGWP Enrollees with EGWP Enrollee eligibility, benefits and TrOOP verification, location of Participating Pharmacies and other related Client and/or EGWP Enrollee concerns. (i) Prior Authorization. For the fees set forth in the Clinical Programs described in Exhibit B2 (if applicable), MCLIC will provide prior authorization (“PA”) services as specified and directed by Client for drugs designated on the Set-Up Form (“PA Program”). Prior authorized drugs must meet Clientapproved guidelines (“Guidelines”) before they are deemed to be Covered Drugs. Unless Client otherwise directs, Client 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, unless Client directs that Client be provided such issue for determination. In determining whether to authorize coverage of such drug under the PA Program, MCLIC will apply only the Guidelines and may rely entirely upon information about the EGWP Enrollee and the diagnosis of the EGWP Enrollee’s condition provided to it 222079.v5 {N0054602.1} 11 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 from the prescriber. MCLIC will not undertake to determine medical necessity, make diagnoses or substitute MCLIC’s judgment for the professional judgment and responsibility of the physician prescriber. 3.10 Formulary and Medication Management. (a) P&T Committee and Medicare Formulary. MCLIC or its Affiliate 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 Client for the EGWP Benefit consistent with the requirements of the Medicare Drug Rules. In accordance with the Medicare Drug Rules, all Covered Drugs on the Medicare Formulary shall be Part D drugs (within the meaning of the Medicare Drug Rules) or otherwise permitted to be covered by a PDP under the Medicare Drug Rules. Client 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. To the extent permitted by the Medicare Drug Rules, Client may request enhancements to the Medicare Formulary such as adding additional drugs, removing utilization management restrictions, and improving the cost-sharing status of drugs; provided, however, that any such requested change shall be subject to the ultimate determination of the P&T Committee. Client further acknowledges and agrees that if any such enhancement has the effect of increasing the cost to MCLIC in offering the EGWP Benefit, then upon prior notice to Client, MCLIC shall have the right to make an equitable adjustment to the fees charged to Client under this Agreement and Client hereby agrees to pay any and all such fee adjustments. (b) Medication Therapy Management. Consistent with the terms of the EGWP Benefit and for the fees identified on Exhibit B, MCLIC or its Affiliate will implement a Medication Therapy Management program that is designed to ensure that Covered Drugs prescribed to targeted EGWP Enrollees are appropriately used to optimize therapeutic outcomes through improved medication use; and reduce the risk of adverse events, including adverse drug interactions, in accordance with the Medicare Drug Rules. 3.11 Medicare Rebate Program. (a) MCLIC or its Affiliate will negotiate with pharmaceutical manufacturers regarding the terms of the Medicare Rebate Program and will, on its own behalf, enter into agreements with such manufacturers for Rebates for certain Covered Drugs and Manufacturer Administrative Fees. MCLIC will pay to Client the amounts as set forth on Exhibit B-3, subject to the following: (i) Client’s election of, and conformance to, the Medicare Formulary identified on Exhibit B and applicable benefit designs, as modified from time to time in accordance with this Agreement; and (ii) MCLIC’ distribution of the Medicare Formulary (or a summary thereof) to EGWP Enrollees and/or physicians, as applicable; and (iii) Client’s compliance with other reasonable, generally applicable requirements for participation in the Medicare Rebate Program for the EGWP Benefit. (b) Rebates are not payable on Enrollee Submitted Claims, subrogation claims, OTC products, claims older than 180 days, claims pursuant to a 100% Copayment plan, biosimilar products, reversed claims or claims through Client owned or operated not-for-profit pharmacies. MCLIC and Client each acknowledge and understand that market conditions, patent status and other factors may influence Medicare Formulary decisions from time to time. If such market conditions, patent status or other factors have the effect of lowering the amount of Rebates earned by Client (whether prior to the Execution Date, or at any other time during the term of this Agreement), MCLIC shall have the right to make an equitable adjustment to the Rebates as of the effective date of such event upon prior notice to Client. Such adjustment will be made as of the date of the change provided that MCLIC provides Client with supporting 222079.v5 {N0054602.1} 12 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 information regarding the impact of the applicable change (s) at least thirty (30) days in advance of effective date of applicable change(s), or if thirty (30) days is not possible then as soon as reasonably practicable. As a prerequisite, MCLIC shall submit to Client documentation which supports such change(s). (c) Subject to the conditions set forth herein and in Exhibit B-3, MCLIC shall pay Client the percentage amount set forth in Section A.(i) of Exhibit B-3 for Rebates and Manufacturer Administrative Fees collected by ESI during each calendar quarter hereunder within one hundred and eighty (180) days following the end of such calendar quarter. MCLIC shall also pay Client the percentage amount set forth in Section A.(i) of Exhibit B-3 for residual Rebates and Manufacturer Administrative Fees collected by ESI, if any, related to such calendar quarter, which are collected by MCLIC in subsequent quarters. (i) On an annual and aggregate basis, MCLIC shall reconcile the guaranteed amounts set forth in Section A.(ii) of Exhibit B-3 (against the percentage amount paid to Client quarterly) within one hundred and eighty (180) days following the end of each calendar year and shall credit Client for any deficit on the next invoice immediately following the reconciliation to the extent such deficit is not offset by MCLIC against excesses achieved in other guarantees pursuant to this Agreement. If, upon reconciliation, the annual aggregate percentage amount paid to Client for the calendar year pursuant to Section A.(i) of Exhibit B-3 and subsection (c)(ii) of this Section 3.10 is greater than the guaranteed aggregate amounts set forth in Section A.(ii) of Exhibit B-3, upon prior notice to Client, MCLIC shall be entitled to make up for, and offset a shortfall in other guarantee(s) set forth in this Agreement with such excess annual aggregate percentage amount, and such excess amount shall be applied either directly to the other shortfall guarantee(s) or applied as a credit against future Rebate payments and Manufacturer Administrative Fee payments (or as a direct invoice amount to be paid by Client, if a credit is not feasible). (ii) MCLIC and its Affiliate retain all right, title and interest to any and all actual Rebates received from manufacturers, except that MCLIC shall pay Client amounts equal to the Rebate amounts allocated to Client, as specified on Exhibit B, from MCLIC’s or its Affiliate’s general assets (neither Client nor its EGWP Enrollees retain any beneficial or proprietary interest in MCLIC’s or its Affiliate’s general assets). To the extent permitted by law, Client acknowledges and agrees that it does not have a right to interest on, or the time value of, any Rebate payments received by MCLIC or its Affiliates during the collection period or moneys payable under this Section. No Rebates shall be paid until this Agreement is executed by Client. Upon prior notice to client, MCLIC shall have the right to apply Client’s allocated Rebate amount to unpaid Fees and shall have the right to delay payment of Rebates to allow for final adjustments upon termination of this Agreement. (d) Client acknowledges that it may be eligible for Rebate amounts and Manufacturer Administrative Fee amounts under this Agreement only so long as Client, 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 MCLIC pursuant to this Agreement, without the prior written consent of MCLIC. In the event that Client negotiates or arranges with a pharmaceutical manufacturer for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting MCLIC’s or its Affiliate’s right to other remedies, MCLIC may immediately withhold any Rebate amounts or Manufacturer Administrative Fee amounts earned by, but not yet paid to, Client as necessary to prevent duplicative rebates on Covered Drugs. To the extent Client knowingly negotiates and/or contracts for discounts or rebates on claims for Covered Drugs without prior written approval of MCLIC, such activity shall be deemed to be a material breach of this Agreement, entitling MCLIC to suspend payment of Rebate amounts and Manufacturer Administrative Fee amounts hereunder and to renegotiate the terms and conditions of this Agreement. (e) On at least an annual basis, and as otherwise required under the Medicare Drug Rules, MCLIC shall disclose to Client the amount of all Rebates and Manufacturer Administrative Fees received from Manufacturers or otherwise retained by MCLIC or its Affiliate with respect to the Rebate eligible EGWP Benefit utilization. Client and MCLIC shall coordinate disclosure to CMS of all Rebates and, if 222079.v5 {N0054602.1} 13 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 applicable, Manufacturer Administrative Fees, reported to Client by MCLIC in connection with any Medicare utilization to the extent required by the Medicare Drug Rules. (f) Under its Medicare Rebate Program, MCLIC may implement MCLIC’s Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with EGWP Enrollees, Participating Pharmacies, and/or physicians. MCLIC reserves the right to modify or replace such Formulary management programs from time to time. The Guaranteed Rebate amounts in Exhibit B are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements to the extent such factors have been disclosed to Client prior to their application,. 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 upon prior notice to Client, MCLIC may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. (g) Rebate and Manufacturer Administrative Fee amounts paid to Client 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. Client 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. MCLIC will refrain from doing anything that would impede Client from meeting any such obligation. 3.12 Late Enrollment Penalty. Client agrees to comply with the applicable CMS requirements of the LEP and shall comply with MCLIC’s LEP policy, including participating with MCLIC in the following process: (a) Client has an option to: (i) provide an initial global attestation to MCLIC to attest to a creditable coverage for all of its EGWP Enrollees; or (ii) periodically provide an attestation to MCLIC to attest to a creditable coverage for applicable EGWP Enrollees listed on the LEP report periodically provided to Client by MCLIC. (b) If Client elects to periodically attest to MCLIC under Section 3.12(a)(ii) above, then: (i) Client’s response shall be delivered to MCLIC within five (5) business days from Client’s receipt of LEP report from MCLIC; (ii) Client’s response shall provide MCLIC with the file listing all EGWP Enrollees for whom Client was unable to attest; and (iii) MCLIC shall mail an attestation to each EGWP Enrollee that has a gap in coverage as defined by CMS. (c) Client will provide MCLIC with the attestation in the form attached as Exhibit E of this Agreement, and a file listing of all the EGWP Enrollees covered by the attestation. (d) MCLIC will collect responses and attestations from Client or EGWP Enrollees and submit EGWP Enrollees information to CMS for processing and determination of applicable LEP. (e) CMS calculates the LEP amount and transmits the LEP amount to MCLIC on the daily TRR file, which is communicated to Client. MCLIC shall invoice Client for payment of the LEP, which shall be due and owing by the Client to MCLIC. Per the Medicare Drug Rules, Client may elect to either pay for the LEP on behalf of the EGWP Enrollee, or seek reimbursement of the LEP amount from the EGWP Enrollee. This election must be made prior to the beginning of the plan year and must be applied consistently by Client for all EGWP Enrollees throughout the plan year. ARTICLE IV – PROGRAM OPERATIONS 222079.v5 {N0054602.1} 14 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 4.1 Program Reporting. MCLIC or its Affiliate shall make available to Client MCLIC’s or its Affiliate’s standard management information reporting applications. At the request of Client, MCLIC or its Affiliate may develop special reporting packages at MCLIC’s or its Affiliate’s standard hourly rate for such services, as set forth on Exhibit B-2. 4.2 Regulatory Reporting. MCLIC also agrees to comply with the reporting requirements set forth in the Medicare Drug Rules including, but not limited to, 42 C.F.R. §423.514, including reporting significant business transactions with parties in interest to CMS, notifying CMS of any loans or other financial arrangements that it makes with contractors, subcontractors, and related entities, and making such information available to Client and EGWP Enrollees upon reasonable request. 4.3 Claims Data Retention. MCLIC and Client will maintain, for a period of the then current plan year plus an additional ten (10) years or such longer period of time required by the Medicare Drug Rules or other applicable law, the applicable books, contracts, medical records, patient care documentation, and other records relating to covered services under this Agreement. MCLIC and its Affiliate 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 MCLIC or provided to MCLIC by Client 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. 4.4 Client Audits. Provided that this Agreement has been duly executed by Client, and Client is current in the payment of invoices under this Agreement Client may, upon no less than thirty (30) days prior written request, audit MCLIC’s provision of services hereunder, the scope of which shall be to verify regulatory compliance and/or compliance with the financial terms of this Agreement, on an annual basis consistent with the Audit Protocol set forth in Exhibit C. Client may use an independent third party auditor (“Auditor”), so long as such Auditor is not engaged in providing non-audit services for Client or otherwise that conflict with the scope or independent nature of the audit (as determined by MCLIC acting reasonably and in good faith), and provided that Client’s Auditor executes a mutually acceptable confidentiality agreement. Any request by Client to permit an Auditor to perform an audit will constitute Client’s direction and authorization to MCLIC to disclose PHI to the Auditor. 4.5 Government Audits. MCLIC and Client 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, inspect books, contracts, medical records, patient care documentation and other records relating to covered services under this Agreement, as are reasonably necessary to verify the nature and extent of the costs of the services provided to EGWP Enrollees under this Agreement, for a period of the then current plan year, plus an additional ten (10) years following termination or expiration of the Agreement for any reason, or until completion of any audit, whichever is later. 4.6 Liability Insurance. MCLIC shall maintain such policies of general liability, professional liability and other insurance of the types and in amounts customarily carried by their respective businesses. Proof of such insurance shall be provided to Client upon MCLIC’ execution of this Agreement. MCLIC 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 MCLIC Mail Service and MCLIC Specialty 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. MCLIC or its Affiliate 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 deemed acceptable by MCLIC or its Affiliate, to have in place a self-insurance program. ARTICLE V – MONTHLY PREMIUMS; FEES; BILLING AND PAYMENT 5.1 222079.v5 Monthly Premiums. {N0054602.1} 15 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 (a) Collection of Monthly Premium Amounts. In accordance with the Medicare Drug Rules, MCLIC hereby delegates the premium collection function to Client and hereby directs Client, on behalf of MCLIC, to collect all monthly premium payments due from EGWP Enrollees for participation in the EGWP Benefit. In connection with MCLIC’s delegation of the premium collection function to Client under this Section 5.1(a), Client hereby agrees as follows: (i) That in no event, including, but not limited to, nonpayment by MCLIC of any amounts due by MCLIC to Client pursuant to this Agreement, MCLIC’s insolvency, or MCLIC’s breach of this Agreement, will Client bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against an EGWP Enrollee or persons acting on his or her behalf for payments that are the financial responsibility of MCLIC under this Agreement. The foregoing is not intended to prohibit Client from collecting premium amounts due by EGWP Enrollees for participation in the EGWP Benefit; (ii) That the DHHS, the Comptroller General, or their designees shall have the right to inspect, evaluate, and audit pertinent contracts, books, documents, papers and records of the Client involving Client’s collection of premium amounts from EGWP Enrollees, and that DHHS’, the Comptroller General’s, or their designees’ right to inspect, evaluate, and audit any such pertinent information will exist through ten (10) years from the date of termination or expiration of this Agreement, or from the date of completion of any audit, whichever is later; (iii) That if MCLIC or CMS determines that Client is not performing the premium collection function in compliance with all applicable Medicare Drug Rules and Client is unable to cure such noncompliance within thirty (30) days following notice from MCLIC or CMS, then MCLIC may, at its sole discretion, either: (i) upon prior written notice to Client, revoke all or a portion of such delegated function as MCLIC deems necessary to effectuate MCLIC’s ultimate responsibility to CMS for the performance of such delegated function under MCLIC’s contract with CMS; or (ii) negotiate an alternative remedy in lieu of revocation of delegation, so long as such remedy conforms to the requirements of the Medicare Drug Rules; and (iv) That Client shall not further delegate or subcontract the performance of the premium collection function to a third party without MCLIC’s prior written consent, which consent will not be unreasonably withheld. If Client does further delegate or subcontract the performance of the premium collection function or any other delegated function under this Agreement, then Client agree that it shall: (i) amend its written agreement with such subcontractor or enter into a separate written agreement with such subcontractor that contains the terms, conditions, and provisions set forth in Schedule 5.1(a)(iv) attached hereto and incorporated herein by reference; and (ii) ensure that such subcontractor’s performance of the premium collection function or other delegate function complies with the provision set forth on Schedule 5.1(a)(iv). (b) Determination of Monthly Premium Amounts (if any) to be Subsidized by Client. In determining the amount of the EGWP Enrollee’s monthly premium for participation in the EGWP Benefit that Client will subsidize, if any, Client shall make such determination subject to the following restrictions and any other restrictions that may be imposed by the Medicare Drug Rules: (i) Client may subsidize different amounts for different classes of EGWP Enrollees 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; (ii) Client may not vary the premium subsidy for individuals within a given class of EGWP Enrollees; (iii) Client may not charge an EGWP Enrollee more than the sum of his or her monthly beneficiary premium attributable to basic prescription drug coverage and 100% of the 222079.v5 {N0054602.1} 16 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 monthly beneficiary premium attributable to his or her supplemental prescription drug coverage, if any; (iv) Client shall directly refund to the EGWP Enrollee(or shall allow MCLIC to do so), 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 Enrollee; provided, however, that to the extent there are Low Income Subsidy premium amounts remaining after Client refunds the full monthly beneficiary premium amount to the EGWP Enrollee, then Client may apply that remaining portion of the Low Income Subsidy premium to the portion of the monthly premium paid by Client; (v) If Client not able to reduce the up-front monthly beneficiary premium as described in subsection (iv) above, Client shall directly refund to the EGWP Enrollee(or shall allow MCLIC to do so), 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 Enrollee; (vi) If the Low Income Subsidy amount for which an EGWP Enrollee is eligible is less than the portion of the monthly beneficiary premium paid by the EGWP Enrollee, then Client must communicate to the EGWP Enrollee the financial consequences 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 (vii) In the event of a change in an EGWP Enrollee’s Low Income Subsidy status or an EGWP Enrollee otherwise becomes ineligible to receive the Low Income Subsidy after payment of the Low Income Subsidy premium amount to the EGWP Enrollee, 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 upon prior notice to Client, MCLIC in its sole discretion will invoice Client amounts deemed by CMS to be ineligible Low Income Subsidy premium payments with respect to the EGWP Enrollee. (c) Reporting and Auditing of Premium Amounts; Non-Payment by EGWP Enrollees. Upon reasonable advance written notice, MCLIC or its Affiliate shall have access to Client’s records in order to audit the monthly premium amounts collected from EGWP Enrollees 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 Affiliate pursuant to this Section 5.1(c) will be at MCLIC’s expense. Client acknowledges and agrees that neither MCLIC nor its Affiliate shall be responsible to Client for non-payment by any EGWP Enrollee of any monthly premium amount due by such EGWP Enrollee for participation in the EGWP Benefit. Client further acknowledges and agrees that in the event that either Client or MCLIC (through any audit) determines that Client has collected a greater premium amount from an EGWP Enrollee than is due, that Client shall promptly refund any such overpayment to the EGWP Enrollee. 5.2 Billing. MCLIC or its Affiliate will bill Client for, and Client shall pay MCLIC or its Affiliate, the Claims Reimbursement Amount (as defined below) for such billing period. In addition, on a monthly basis, MCLIC will bill Client for, and Client shall pay MCLIC, the sum of: (i) the PMPM Fees (as defined below) due for such period; and (ii) any Administrative Services Fees (as defined below) incurred by Client during the previous month (or earlier if not yet invoiced to Client) (Claims Reimbursement Amount, PMPM Fees, and Administrative Services Fees to be referred to collectively as “Fees”). For purposes of this Section 5.2: (a) “Claims Reimbursement Amount” means, with respect to any period, the amount equal to: (i) The aggregate amount of reimbursement due from Client to MCLIC for Covered Drugs dispensed to EGWP Enrollees by the Pharmacies, and, if applicable, for EGWP Enrollee 222079.v5 {N0054602.1} 17 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 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; minus (ii) Monthly beneficiary premiums paid to MCLIC by EGWP Enrollees (but not including premiums collected by Client on MCLIC’s behalf pursuant to Section 5.1(b) to the extent such premium funds are not transferred by Client to MCLIC), if any. (b) “PMPM Fees” means, with respect to any period, all per EGWP Enrollee per month administrative fees (“PMPM Fees”) as set forth on Exhibit B-2 for such period. (c) “Administrative Services Fees” means the fees incurred by Client, if any, for MCLIC’s or its Affiliate’s performance of the administrative services listed in the Administrative Fees table set forth on Exhibit B. 5.3 CMS Reimbursement. (a) CMS Reimbursement Payment Terms. MCLIC will pay Client 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 Enrollees, (2) reinsurance subsidy payments, if any, paid to MCLIC by CMS with respect to the EGWP Benefit, and (3) any other reimbursement payment by CMS to MCLIC, if any, for coverage provided to EGWP Enrollees under the EGWP Benefit for such period (each as further defined in the Medicare Drug Rules) (collectively, “CMS Reimbursement”). MCLIC will pay amounts representing CMS Reimbursement, allocated pursuant to the terms of this Agreement, on a monthly basis within forty-five (45) 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, except that MCLIC shall pay Client amounts equal to the CMS Reimbursement amounts allocated to Client, as specified in this Agreement, from MCLIC’s or its Affiliate’s general assets (Client does not retain any beneficial or proprietary interest in MCLIC’s or its Affiliate’s general assets). To the extent permitted by law, Client acknowledges and agrees that it shall not 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 Reimbursements shall be paid until this Agreement is executed by Client. Upon prior notice to Client, MCLIC shall have the right to apply Client’s allocated CMS Reimbursement amount to unpaid Fees. (b) CMS Reimbursement Reporting. At least annually and upon Client’s request, MCLIC will provide Client an accounting of all CMS Reimbursement received by MCLIC from CMS pursuant to the Medicare Drug Rules with respect to the EGWP Benefit. 5.4 CMS-Required Reconciliation / Reinsurance. (a) End-of-Year Reconciliation. The Parties acknowledge that pursuant to the Medicare Drug Rules, 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 Client subject to the remaining terms of this Agreement; 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 Client pursuant to this Agreement for CMS Reimbursement received by MCLIC and CMS determines during the reconciliation process that such CMS Reimbursement has been overpaid to MCLIC, Client shall repay to MCLIC such amounts previously paid by MCLIC. All such payments due to 222079.v5 {N0054602.1} 18 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 Client or MCLIC resulting from a CMS reconciliation shall be paid within forty-five (45) days from the date of MCLIC’s receipt of the reconciliation results. (b) 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 (a) 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 forty five (45) days after MCLIC’s receipt of such reinsurance payment, if any, MCLIC agrees to pay an amount equal to such reinsurance payment received by MCLIC to Client subject to the remaining terms of this Agreement; 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 Client shall repay to MCLIC such amounts previously paid to Client. (c) Plan-to-Plan Reconciliation. The Parties acknowledge that the Medicare Drug Rules provide MCLIC with a process through which to coordinate EGWP Enrollees’ prescription drug benefits with other providers of prescription drug coverage. MCLIC will perform such plan-to-plan coordination and any related reconciliation; provided, that within forty-five (45) days after completion of such coordination or reconciliation process, MCLIC shall pay to Client an amount equal to payments recovered for the EGWP Benefit, but at the same time MCLIC shall have a right to recoup from Client any amount which MCLIC is obligated to pay to any other prescription drug plan pursuant to a plan-to-plan reconciliation. 5.5 Payment. Client shall provide to BCBST all Claims Reimbursement Amount to be paid to MCLIC within ten (10) business days from the date of Client’s receipt of the MCLIC invoice which shall be billed weekly and for Administrative Services Fees due MCLIC which Client shall transmit to BCBST within fifteen (15) calendar days of Client’s receipt of the invoice from MCLIC and which shall be billed every four weeks. To the extent permitted by law, Client agrees to pay interest on any amounts not paid to MCLIC by the due date thereof shall bear interest at the rate of prime lending rate as published by The Wall Street Journal plus two percent (2%) per annum, or, if lower, the highest interest rate permitted by law. If Client disputes any item on any invoice, Client shall state the amount in dispute in writing within thirty (30) days of the date of the invoice. Client shall notify MCLIC of the disputed amount. MCLIC also shall have the option to retain amounts owed to Client based on CMS Reimbursement and Rebates with respect to EGWP Enrollee utilization to apply against unpaid Fees. 5.6 Manufacturer Coverage Gap Discount. (a) Pursuant to its CMS contract, MCLIC has agreed to administer for EGWP Enrollees 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 MCLIC, through a CMS contractor (the “Coverage Gap Discount Payments”). Subject to Section 5.4(a) above, MCLIC agrees to periodically remit to Client 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 Affiliate retain all right, title and interest to any and all actual Coverage Gap Discount Payments received from CMS, except that MCLIC shall pay Client amounts equal to the Coverage Gap Discount Payments amounts allocated to Client, as specified in this Agreement, from MCLIC’s or its Affiliate’s general assets (neither Client nor its EGWP Enrollees retain any beneficial or proprietary interest in MCLIC’s or its Affiliate’s general assets). To the extent permitted by law, Client acknowledges and agrees that it shall not 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 Agreement is executed by Client. Upon prior notice to Client, MCLIC shall have the right to apply Client’s allocated Coverage Gap Discount Payments amount to unpaid Fees and shall have the right to delay payment of Coverage Gap Discount Payments to allow for final adjustments upon termination of this Agreement. Notwithstanding anything contained in this Section 5.6, Client shall retain 222079.v5 {N0054602.1} 19 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 all right, title, and interest to the amounts that MCLIC is contractually obligated to pay Client hereunder, and failure by MCLIC to pay such amounts will constitute a breach of this Agreement. (b) If the EGWP Benefit administered by MCLIC under this Agreement for Client includes EGWP Plus design elements, then the Coverage Gap Discount will be coordinated with the Client Group Health Plan consistent with Medicare Part D Rules. 5.7 Deposit. If, at any time: (i) Client has two or more invoices past due and outstanding, or (ii) MCLIC has reasonable grounds to believe Client may be delinquent in payment of fees based on Client’s financial data (e.g., persistent negative cash flow, bankruptcy or insolvency), MCLIC may require that the Client provide to MCLIC a one (1) month deposit amount using 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. MCLIC 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. ARTICLE VI - CONFIDENTIALITY 6.1 Proprietary Information. Subject to the provisions of the Tennessee Public Records Act, each Party agrees that information of the other Party, including, but not limited to the following, shall constitute confidential and proprietary information (“Proprietary Information”) of the other Party unless otherwise public: (a) with respect to MCLIC and its Affiliate: reporting and system applications, (web-based and other media), and system formats, databanks, clinical and formulary management operations and programs, fraud, waste and abuse tools and programs, and manuals, anonymized claims data (deidentified in accordance with HIPAA), MCLIC Specialty Pharmacy and Mail Service Pharmacy data, information concerning Rebates, prescription drug evaluation criteria, drug choice management, drug pricing terms and conditions , and Participating Pharmacy agreements; and any MCLIC contracting materials or documents; and (b) with respect to Client: Participating Pharmacy Client and EGWP Enrollee identifiable health information and data, Client information files, business operations and strategies. Subject to the provisions of the Tennessee Public Records Act, neither Party shall use the other’s Proprietary Information or disclose it to any third party (other than Client’s 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 be unreasonably withheld, or as required by the Medicare Drug Rules or other applicable law. Subject to the Tennessee Public Records Act, upon termination of this Agreement, each Party shall cease using the other’s Proprietary Information, and all such information shall be returned or destroyed upon the owner’s direction. Nothing in this section shall prohibit Client from disclosing information that is classified as a public record under the Tennessee Public Records Act. The provisions of this section are not intended to cover any information which is classified as a public record under the Tennessee Public Records Act. 6.2 Non-Access to MCLIC’s or its Affiliate’s Systems. Client will not, and will not permit any third party acting on Client’s behalf to, access, attempt to access, test or audit MCLIC’s or its Affiliate’s systems or any other system or network connected to MCLIC’s or its Affiliate’s systems. Without limiting the foregoing, Client will not: (i) access or attempt to access any portion or feature of MCLIC’s or its Affiliate’s systems, by circumventing such systems’ access control measures, either by hacking, password “mining” or any other means; or (ii) probe, scan, audit or test the vulnerability of such systems, nor breach the security or authentication measures of such systems. ARTICLE VII - COMPLIANCE WITH LAW; FINANCIAL DISCLOSURE 7.1 Compliance with Law; Change in Law. MCLIC and Client hereby agree to perform their respective obligations under this Agreement in a manner that is consistent with and complies with the Medicare Drug Rules, HIPAA and with MCLIC’s contractual obligations under its contract with CMS. In addition, each Party shall be responsible for ensuring its compliance with all federal, state, and local laws and regulations applicable to its business, including maintaining any necessary licenses and permits. If 222079.v5 {N0054602.1} 20 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 the scope of MCLIC’s duties under this Agreement is made materially more burdensome or expensive due to a change in federal, state or local laws or regulations or the interpretation thereof, including actions by CMS, the Parties shall negotiate an appropriate modification of the services and/or an adjustment to the Fees paid to MCLIC. If the Parties cannot agree on a modification or adjusted Fees, then either Party may terminate this Agreement on thirty (30) days prior written notice to the other. In addition, if any change in Federal or applicable state law or regulation (including the interpretation of existing laws or regulations by a court or administrative agency) occurs during the term of this Agreement, and in consequence thereof MCLIC is required to increase payments for Covered Drugs to Participating Pharmacies in the applicable jurisdiction under its provider agreements, the Pharmacy Reimbursement Rates set forth in Exhibit B-1 will be increased by the same amount upon documentation and prior notice to Client. 7.2 Disclosure of Certain Financial Matters. Client acknowledges and agrees that MCLIC will contract with its Affiliate, ESI, to provide the pharmacy benefit management services contemplated by this Agreement on MCLIC’s behalf. In addition to the administrative fees paid to MCLIC by Client, MCLIC and ESI’s wholly-owned subsidiaries or Affiliates derive revenue in one or more of the ways as further described in the ESI Financial Disclosure to PBM Clients set forth in Exhibit D hereto (“Financial Disclosure”), as updated by ESI from time to time. Unlike the administrative fees, MCLIC asserts that the revenues described in the Financial Disclosure are not direct or indirect compensation to MCLIC from Client for services rendered to Client or the Client Group Health Plan under this Agreement. In negotiating any of the fees and revenues described in the Financial Disclosure, MCLIC and MCLIC’ wholly-owned subsidiaries and Affiliates act on their own behalf, and not for the benefit of or as agents for Client, EGWP Enrollees or the EGWP Benefit. Except for the Rebate amounts set forth in Exhibit B, if any, Client acknowledges and agrees that MCLIC and MCLIC’s wholly-owned subsidiaries and Affiliates retain all interest, revenues, any or all Rebates and Manufacturer Administrative Fees not payable to Client, and all Participating Pharmacy discounts, if any, in addition to any administrative and other fees paid by Client. Client acknowledges that, except as may be expressly provided herein, it does not have a right to receive, or possesses any beneficial interest in, any such discounts or payments. ARTICLE VIII - TERM AND TERMINATION; DEFAULT AND REMEDIES 8.1 Term. The initial term of this Agreement (the “Initial Term”) shall commence on the Execution Date, and coverage of EGWP Enrollees under the EGWP Benefit shall begin as of January 1, 2016 (the “Effective Date”). Unless earlier terminated as provided herein, the Initial Term shall continue for three (3) years until December 31, 2018 (the “Initial Term”). Thereafter, Client shall provide written notice of its intent to renew the Agreement for a successive one (1) year term at least ninety (90) days prior to the expiration of the then current term. This Agreement may be terminated earlier during the Initial Term or any renewal terms pursuant to Section 8.2 below. 8.2 Termination. (a) 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 shall such period exceed sixty (60) days. (b) Termination of MCLIC’s Contract with CMS. If at any time throughout the term of this Agreement, 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 Agreement shall be automatically terminated conterminously with such CMS contract termination. 222079.v5 {N0054602.1} 21 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 (c) Non-Payment. To the extent permitted by the Medicare Drug Rules and other applicable laws, MCLIC and its Affiliate may terminate or suspend their performance hereunder and cease providing or authorizing provision of Covered Drugs to EGWP Enrollees upon two (2) business days written notice if Client fails to pay MCLIC or provide a deposit, if required, in accordance with the terms of this Agreement. Upon prior notice to Client, MCLIC also may offset amounts overdue to MCLIC with CMS Reimbursement amounts, Rebate amounts or other fees owed, if any, by MCLIC to Client. To the extent permitted by Medicare Drug Rules and other applicable law, MCLIC may suspend Mail Service Pharmacy and/or MCLIC Specialty Pharmacy services to any EGWP Enrollee who is in default of payment of any Copayments or deductibles to the applicable Pharmacy. (d) Insolvency; Regulatory Action. To the extent permitted by applicable law, MCLIC may terminate this Agreement, or suspend performance hereunder, upon the insolvency of Client, and Client may terminate this Agreement upon the insolvency of MCLIC. The “insolvency” of a Party shall mean the filing of a petition commencing a voluntary or involuntary case (if such case is an involuntary case, then only if such case is not dismissed within sixty (60) days from the filing thereof) against such Party under the United States Bankruptcy Code or applicable state law; a general assignment by such Party for the benefit of creditors; the inability of such Party to pay its debts as they become due; such Party’s seeking or consenting to, or acquiescence in, the appointment of any trustee, receiver or liquidation of it, or any material part of its property; or a proceeding under any state or federal agency declaration or imposition of receivership, composition, readjustment, liquidation, insolvency, dissolution, or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days. Notwithstanding the preceding, in the event of Client’s insolvency or other cessation of operations, MCLIC agrees to require Participating Pharmacies to continue to provide prescription drug services to EGWP Enrollees if required by the Medicare Drug Rules and all other applicable federal and state laws relating to insolvency or other cessation of operations or termination. Nothing herein shall be interpreted to require MCLIC or Participating Pharmacies to provide services without being paid for Covered Drugs or Prescription Drug Services. (e) Termination for Transfer to BCBST PDP. In the event BCBST develops a Part D Prescription Drug Plan administered by ESI (“ESI Administered BCBST Part D PDP”), Client may at its option, elect to transfer all lives under this Agreement to the ESI Administered BCBST Part D PDP and terminate this Agreement without penalty. To allow for a January 1st implementation of the lives under this Agreement into the ESI Administered BCBST Prescription Drug Plan, Termination under this provision must be received by ESI no later than July 31st. 8.3 Remedies. (a) Remedies Not Exclusive. A Party’s right to terminate this Agreement under Article VIII shall not be exclusive of any other remedies available to the terminating Party under this Agreement or otherwise, at law or in equity. (b) Force Majeure. Neither Party shall lose any rights under this Agreement or be liable in any 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 strikes, labor disputes, riots, earthquakes, storms, floods or other extreme weather conditions, fires, explosions, acts of terrorism, epidemics or pandemics, embargoes, war or other outbreak of hostilities, government acts or regulations, the failure or inability of carriers, suppliers, delivery services, 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 permanently excuse a Party's payment obligations hereunder. (c) Limitation of Liability. Each Party’s liability to the other hereunder shall in no event exceed the actual proximate losses or damages caused by breach of this Agreement. To the extent permitted by law, in no event shall either Party or any of their respective affiliates, directors, employees or 222079.v5 {N0054602.1} 22 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 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. 8.4 Obligations Upon Termination. Client or its agent shall pay MCLIC in accordance with this Agreement for all claims for Covered Drugs dispensed and services provided to Client and EGWP Enrollees on or before the later of: (i) the effective date of termination, or (ii) the final date that all EGWP Enrollees have been transitioned to a new Part D plan, as applicable (the “Termination Date”). Claims submitted by Participating Pharmacies or EGWP Enrollee Submitted Claims filed with MCLIC after the Termination Date shall be processed and adjudicated in accordance with a mutually determined run-off plan. The Parties shall cooperate regarding the transition of Client and its EGWP Enrollees 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 Enrollees. Notwithstanding the preceding, upon prior notice to Client, MCLIC may (a) delay payment of any final CMS Reimbursement amounts, Rebate amounts or other amounts due Client, if any, to allow for final reconciliation of any outstanding amount owed by Client to MCLIC, or (b) request that Client pay a reasonable deposit in the event MCLIC is requested to process after the Termination Date claims incurred on or prior to such date. 8.5 Survival. The Parties’ rights and obligations under Sections 3.7 and 3.8(f); Articles V, VI and VII; and Sections 8.3, 8.4, and 8.5 shall survive the termination of this Agreement for any reason. ARTICLE IX - MISCELLANEOUS 9.1 Notice. Any notice or document required or permitted to be delivered pursuant to this Agreement must be in writing and shall 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 BCBST or the applicable Party at the address set forth below, or at such other address as BCBST or the Parties shall specify from time to time by written notice delivered in accordance herewith: MCLIC: with copy to: Client: Metropolitan Government of Nashville and Davidson County Department of Human Resources P. O. Box 196300 Nashville, Tennessee 37219-6300 Attn: Director of Human Resources With copy to: BCBST 222079.v5 Medco Containment Life Insurance Company Attn: President One Express Way St. Louis, Missouri 63121 General Counsel Fax: 800-417-8163 Metropolitan Government of Nashville and Davidson County Division of Purchases P. O. Box 196300 Nashville, Tennessee 37219-6300 Attn: Purchasing Agent Blue Cross Blue Shield of Tennessee 1 Cameron Hill Circle Chattanooga, Tennessee 37402 Attn: Vice President, Pharmacy Services {N0054602.1} 23 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 9.2 Independent Parties. No provision of this Agreement is intended to create or shall be construed to create any relationship between MCLIC or its Affiliate, Client, and/or BCBST 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, including BCBST, shall be construed to be the partner, agent, fiduciary, employee, or representative of the other and neither Party shall 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. 9.3 Assignment and Subcontracting. Client acknowledges and agrees that MCLIC may perform certain services hereunder (e.g., mail service pharmacy and specialty pharmacy services) through one or more MCLIC subsidiaries or Affiliates. MCLIC 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 MCLIC subcontracts any PBM Service under this Agreement to a third party, MCLIC is responsible and liable for the performance of any such third party. MCLIC shall provide advance written notice to Client of MCLIC contractors. In addition, MCLIC may contract with third parties to provide information technology support services and other ancillary services, which services are not PBM Services hereunder, but rather are services that support MCLIC’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. 9.4 Integration. This Agreement and any Exhibits hereto constitute the entire understanding of the Parties hereto and supersede any prior oral or written communication between the Parties with respect to MCLIC’s provision of Prescription Drug Services to Client and EGWP Enrollees as a PDP Sponsor of the EGWP Benefit under the Medicare Drug Rules. 9.5 Amendments. No modification, alteration, or waiver of any term, covenant, or condition of this Agreement shall be valid unless in writing and signed by both Parties or the agents of the Parties who are authorized in writing. Modification, alteration, or waiver of Sections 2.5, 5.5, 9.1. 9.2 and 9.5 shall not be valid unless in writing and signed by both Parties and BCBST or such agents of the Parties or BCBST who are duly authorized in writing. 9.6 Choice of Law. Unless governed by the Medicare Drug Rules, HIPAA or other applicable federal laws, this Agreement shall be construed and governed in all respects according to the laws of the State of Tennessee, without regard to the rules of conflict of laws thereof. 9.7 Waiver. The failure of either Party to insist upon the strict observation or performance of this Agreement or to exercise any right or remedy shall not be construed as a waiver of any subsequent breach of this Agreement or impair or waive any available right or remedy. 9.8 Reserved. 9.9 Severability. In the event that any provision of this Agreement is invalid or unenforceable, such invalid or unenforceable provision shall not invalidate or affect the other provisions of this Agreement which shall remain in effect and be construed as if such provision were not a part hereof; provided that if the invalidation or unenforceability of such provision shall, in the opinion of either Party to the Agreement, have a material effect on such Party’s rights or obligations under this Agreement, then the Agreement may be terminated by such Party upon thirty (30) days written notice by such Party to the other Party. 9.10 Third Party Beneficiary Exclusion. This Agreement is not a third party beneficiary contract, nor shall this Agreement create any rights on behalf of EGWP Enrollees as against MCLIC. Client and MCLIC reserve the right to amend, cancel or terminate this Agreement without notice to, or consent of, any EGWP Enrollee. 222079.v5 {N0054602.1} 24 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 9.11 Trademarks. Each Party acknowledges each other Party’s sole and exclusive ownership of its respective trade names, commercial symbols, trademarks, and service marks, 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. 9.12 Debarment. MCLIC or its Affiliate shall not knowingly employ, or subcontract with, an individual or an entity that employs or contracts with an individual, who is excluded from participation in Medicare under section 1128 or 1128A of the Act or from participation in a Federal health care program for the provision of health care, utilization review, medical social work, or administrative services. 9.13 Signatures. Any documents required to implement the terms of this Agreement shall be signed by a representative of each Party with legal authority to bind the entity. 9.14 Federal Funds. The Parties acknowledge that information provided in connection with this Agreement is used for purposes of obtaining federal funds and, as such, the Parties are subject to certain laws that are applicable to individuals and entities receiving federal funds. 9.15 Iran Divestment Act. In accordance with the Iran Divestment Act, Tennessee Code Annotated § 12-12-101 et seq., MCLIC certifies that to the best of its knowledge and belief, neither MCLIC nor any of its subcontractors are on the list created pursuant to Tennessee Code Annotated § 12-12-106. Misrepresentation may result in civil and criminal sanctions, including contract termination, debarment, or suspension from being a contractor or subcontractor under Metropolitan Government of Nashville and Davidson County contracts. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year below set forth. [SEE ATTACHED SIGNATURE PAGE] 222079.v5 {N0054602.1} 25 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 SIGNATURE MEDICARE PART D EMPLOYER SPONSORED GROUP WAIVER SERVICES AGREEMENT. THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY APPROVED AS TO PROJECT PAGE PLAN PRESCRIPTION DRUG MEDeo CONTAINMENT LIFE INSURANCE COMPAN,Y. SCOPE: l Department Head APPROVED AS TO COMPLIANCE WITH PROCUREMENT CODE: Purchasing Agent APPROVED AS TO AVAILABILITY FUNDS: OF Director of Finance APPROVED AS TO PROOF OF INSURANCE: Director of Insurance APPROVED AS TO FORM AND LEGALITY: Metropolitan Attorney Sworn to and subsqibed to before me, a Notary Public, this. I (e,-fi& __ day of NO'JeMI,:,.e,v" 201~, by _ john MQ.\<..i . the V P! 5 0....1 ~ f? ~ A cd M,vYlr of BlUECROSS BLUESHtELD OF TENNESSEE. FILED IN THE OFFICE OF THE METROPOLIT AN CLERK: Date: 222079 d ~~ l : NOO5·.o02 1 J 26 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 EXHIBIT A EGWP BENEFIT SCHEDULE 5.1(a)(iv) If Client engages a subcontractor (“Subcontractor”) to perform any of the functions that MCLIC has delegated to Client to perform under this Agreement, Client shall do so pursuant to a written agreement that includes the following terms, conditions, and provisions: 1. The agreement between Client and Subcontractor (the “Subcontract”) must clearly identify the parties to the Subcontract. 2. The Subcontract must describe the functions that are being delegated to and performed by the Subcontractor. 3. The Subcontract must describe the manner in which Client will monitor the performance of the Subcontractor on an ongoing basis; specifically to monitor compliance with the Medicare Drug Rules. 4. The Subcontract must describe any reporting requirements that the Subcontractor has to Client. 5. The Subcontract must describe the payment that the Subcontractor will receive for performance under the Subcontract. 6. The Subcontractor must agree that the United States Department of Health and Human Services (“DHHS”), the Comptroller General, or their designees have the right to inspect, evaluate, and audit any pertinent contracts, books, documents, papers and records (including medical records and documentation) of the Vendor involving transactions related to the Centers for Medicare and Medicaid Services’ (“CMS”) contract with MCLIC for a period of the then current plan year, plus an additional ten (10) years following the expiration or termination of the Subcontract or the date of any audit completion, whichever is later. 7. The Subcontractor must agree pursuant 42 CFR § 423.505(i)(3)(iv) to produce upon request by CMS, or its designees, any books, contracts, records, including medical records and documentation of the PDP Sponsor, relating to the Part D program, to either the PDP Sponsor to provide to CMS, or directly to CMS or its designees. 8. The Subcontractor must agree that in no event, including, but not limited to, nonpayment by Client, Client’s insolvency, or breach of the Subcontract, will the Subcontractor bill, charge, collects a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a beneficiary of Client or persons acting on his or her behalf for services provided by the Subcontractor pursuant to the Subcontract. 9. The Subcontract must: (i) specify that the Subcontractor will perform all services under the Subcontract in a manner that is consistent with and that complies with MCLIC’s contractual obligations under its contract with CMS; (ii) specify that the Subcontractor agrees to comply with all applicable federal laws, regulations, and CMS instructions; and (iii) provide for revocation of the Subcontractor’s delegated activities and reporting responsibilities or specify other remedies in instances when CMS, Client, or MCLIC determine that the Subcontractor has not performed satisfactorily. 222079.v5 {N0054602.1} 27 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 10. The Subcontract must require the Subcontractor to agree to comply with state and federal privacy and security requirements, including the confidentiality and security provisions stated in 42 CFR §423.136. 11. The Subcontract must include an acknowledgment by the parties that information provided in connection with the Subcontract is used for purposes of obtaining federal funds. 12. If the Subcontract permits the Subcontractor to use a subcontractor to perform any of the services delegated to it under the Subcontract, the Subcontract must require that the Subcontractor include all of the above provisions in a written agreement with such subcontractor. 13. The Subcontract must be signed by a representative of the Subcontractor with legal authority to bind the Subcontractor. 14. The Subcontract must contain a representation by Client and the Subcontractor that they shall not knowingly employ, or subcontract with, an individual or an entity that employs or contracts with an individual, who is excluded from participation in Medicare under section 1128 or 1128A of the Act or from participation in a Federal health care program for the provision of health care, utilization review, medical social work, or administrative services. 15. The Subcontract must contain language clearly indicating that the first tier, downstream, or related entity has agreed to participate in the PDP Sponsor’s Medicare Prescription Drug Benefit program. This requirement is not applicable for a network pharmacy if the existing contract would allow participation in this program. 16. The Subcontract must be for a term of at least the one-year contract period for which the PDP Sponsor’s Medicare Part D Application is submitted. However, where the Subcontract is for services or products to be used in preparation for the next contract year‘s Part D operations (marketing, enrollment), the initial term of such Subcontract must include this period of performance (e.g., contracts for enrollment-related services must have a term beginning no later than November 15 extending through the full contract year ending on December 31 of the next year). 17. Insofar as the Subcontractor establishes the pharmacy network or select pharmacies to be included in the network, the Subcontractor must agree: i) pursuant 42 CFR § 423.505(i)(5) that the PDP Sponsor retains the right to approve, suspend, or terminate any arrangement with a pharmacy; ii) pursuant 42 CFR §423.505(i)(3)(vi) and consistent with 42 CFR § 423.520 to issue, mail, or otherwise transmit payment of all clean claim to such pharmacies (excluding long-term care and mail order) submitted by or on behalf of pharmacies within 14 days for electronic claims and within 30 days for claims submitted otherwise; iii) pursuant 42 CFR § 423.505(i)(3)(viii)(B) and 42 CFR § 423.505(i)(3)(viii)(A) that if a prescription drug pricing standard is used for reimbursement, Subcontractor will identify the source used by the PDP Sponsor for the prescription drug pricing standard of reimbursement and agree to a contractual provision that updates to such a standard occur not less frequently than once every 7 (seven) days beginning with an initial update on January 1 of each year, to accurately reflect the market price of acquiring the drug. 222079.v5 {N0054602.1} 28 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 EXHIBIT B PHARMACY REIMBURSEMENT RATES ADMINISTRATIVE SERVICES AND FEES STANDARD REPORTING REBATES MCLIC shall be Client’s exclusive provider of EGWP Services for Client’s Group Health Plans offering a prescription benefit. The financial terms set forth in Exhibit B are conditioned on such exclusive arrangement and all other specified conditions expressly incorporated in such exhibits, including, but not limited to the adoption by Client of the specified network, qualifying co-payment structures, Formulary, a minimum of 2,700 EGWP Enrollees implemented on the Effective Date of this Agreement, and no Enrollees in a 100% Copayment benefit plan (if applicable). 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), upon prior notice to the Client, MCLIC will have the right to make an equitable adjustment to the rates, administrative fees administrative fees and/or Rebates, solely as necessary to return MCLIC to its contracted economic position as of the effective date of such event: MCLIC shall provide supporting documentation of such adjustment (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 Client’s EGWP Enrollees compared to data provided by Client; “Material change” means: a change in the Client’s minimum enrollment that drops it below 2,700 EGWP Enrollees; and/or (b) Client 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) Client elects to use on-site clinics or pharmacies to dispense prescription drugs to EGWP Enrollees which materially reduces Rebates and/or the number of Covered Drug claims submitted on-line; [“Materially reduces” means: 15% or greater reduction to rebates and/or claims volume] 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 unexpectedly move offpatent to generic status or due to a Change in Law. “Materially decreased” means 15% or greater reduction to rebates and/or claims volume The following are incorporated into Exhibit B: Exhibit B-1 Pharmacy Reimbursement Rates Exhibit B-2 Administrative and Clinical Program Fees Exhibit B-3 Rebates 222079.v5 {N0054602.1} 29 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 Exhibit B-1 Pharmacy Reimbursement Rates I. Annual Average Ingredient Cost Discount Guarantees (Does Not Apply to Specialty Products) Type of Guarantee Brand Generic 2016 2017 2018 Participating Pharmacy 1-34 days supply Participating Pharmacy 35-90 days supply1 Mail Service Pharmacy AWP – 16.00% AWP – 21.00% AWP – 23.00% AWP – 79.50% AWP – 79.75% AWP – 80.00% Claims Excluded OTC, compounds, products subject to patent actions, Enrollee Submitted Claims, long term care pharmacy claims, home infusion, I/T/U, IHS, vaccines, Specialty Products, biosimilar products, and products filled through in-house or 340b pharmacies (if applicable) AWP – 82.50% AWP – 82.75% AWP – 83.00% OTC, compounds, Enrollee Submitted Claims, long term care pharmacy claims, home infusion, I/T/U, IHS, vaccines, Specialty Products, biosimilar products, and products filled through in-house or 340b pharmacies (if applicable) (1) Certain Participating Pharmacies have agreed to participate in the extended (35 – 90) day supply network (“Maintenance Network”) for maintenance drugs. Pricing in the 35 – 90 Days’ Supply column in the table set forth above is applicable only if Client implements a plan design that requires Members to fill such days’ supply at a Maintenance Network Participating Pharmacy (i.e., Client 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 a 35 days’ supply, and pricing for an 35 – 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, Client will pay to MCLIC 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. Client shall never be charged for more than the Usual and Customary for a covered drug. 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 Client. 222079.v5 {N0054602.1} 30 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 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 Client 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 Client 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, shall be reconciled as part of the brand average annual ingredient cost discount guarantees, and (ii) a Prescription Drug Claim that processes to Client for payment at the generic Prescription Drug Claim “lesser of” logic above, as indicated on the ingredient 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. Zero Balance Due claims will be reconciled at the guaranteed AWP component discount and shall not be counted as AWP-100%. Discount and dispensing fee guarantees are not subject to aggregate average day supply requirements in order to qualify for the guarantees described in this exhibit. 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 inhouse 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: A= 1 – (A/B) 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 B= D. 222079.v5 For Mail Service Pharmacy – Generic Prescription Drug Claims, the lesser of the Ingredient Cost Charge or MRA, and prior to application of Copayments The actual AWP for the Covered Prescription 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 Client 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. For the purposes of this Section I, “material impact” means a change of 0.25% or greater. Subject to the remaining terms of this Agreement, MCLIC will pay the difference attributable to any shortfall between the actual result and the guaranteed result; provided however, that {N0054602.1} 31 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 MCLIC may use an excess achieved in one or more of the above guarantees to make up for, and offset, a shortfall in another guarantee. MCLIC may also use any excess achieved in any other guarantee offered pursuant to this Agreement to make up for, and offset, a shortfall in any of the above guarantees or any other guarantee(s) set forth in this Agreement. II. Per Prescription Drug Claim Dispensing Fee Guarantees and Administrative Fees (Does Not Apply to Specialty Products). Medicare Network Participating Pharmacy Dispensing Fee/Rx 1-34 days supply Participating Pharmacy Dispensing Fee/Rx 35-90 days supply Participating Pharmacy Administrative Fee/Rx Mail Service Pharmacy Dispensing Fee/Rx* Mail Service Pharmacy Administrative Fee/Rx *Dispensing Fee Guarantee are inclusive of shipping and handling. Brand Generic $1.00 $1.00 $0.25 $0.25 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 (1) Certain Participating Pharmacies have agreed to participate in the extended (35 – 90) day supply network (“Maintenance Network”) for maintenance drugs. Pricing in the 35 – 90 Days’ Supply column in the table set forth above is applicable only if Client implements a plan design that requires Members to fill such days’ supply at a Maintenance Network Participating Pharmacy (i.e., Client 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 a 35 days’ supply, and pricing for an 35 – 90 days’ supply in the table set forth above shall not apply, even if a Maintenance Network Participating Pharmacy is used. Guarantees will be measured and reconciled on an annual basis within 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 Client 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, MCLIC will pay the difference attributable to any shortfall between the actual result and the guaranteed result; provided, however, that MCLIC may use an excess achieved in one or more of the above guarantees to make up for, and offset, a shortfall in another guarantee. MCLIC may also use any excess achieved in any other guarantee offered pursuant to this Agreement to make up for, and offset, a shortfall in any of the above guarantees or any other guarantee(s) set forth in this Agreement. 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. MCLIC Specialty Pharmacy is the exclusive provider of Specialty Products for the reimbursement rates shown on the Exclusive MCLIC Specialty Pharmacy Specialty Product List. Any Specialty Product dispensed at a Participating Pharmacy (for example, limited distribution products not then available through MCLIC Specialty Pharmacy or overrides) will be reimbursed at the standard Participating Pharmacy Specialty Product rates shown below. Upon MCLIC 222079.v5 {N0054602.1} 32 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 Specialty Pharmacy acquisition of limited distribution products, Members will obtain prescriptions through MCLIC Specialty Pharmacy. (b) Open Care. Specialty Products shall be available through MCLIC Specialty Pharmacy and at Participating Pharmacies for the Participating Pharmacy Specialty Product reimbursement rates. Ingredient Cost Dispensing Fee Exclusive MCLIC Specialty Pharmacy Exclusive Specialty Product List $0.00 Lesser of AWP discount or MRA (as applicable) Open MCLIC Specialty Pharmacy Open Specialty Product List $0.00 Lesser of AWP discount or MRA (as applicable) Participating Pharmacy Specialty Products Participating Pharmacy Specialty Product List $0.50 Lesser of AWP discount, U&C or MRA (as applicable) (c) 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 Immune Deficiency All $65.00 / Infusion Metabolic Disorder All $65.00 / Infusion PAH Flolan , Veletri and Remodulin $65.00 / Day PAH Epoprostenol Sodium (Generic Flolan) $65.00 / Day PAH Ventavis $65.00 / Day PAH Tyvaso $30.00 / Day Pulmonary All $55.00 / Infusion Nursing Rates All drugs / therapies requiring nursing $150.00 per Initial Visit up to two(2) hours / $75.00 per addt'l hour or a fraction thereof (d) 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. (e) Unless otherwise set forth in an agreement directly between MCLIC Specialty Pharmacy and Client, if a Specialty Product dispensed or ASES provided by MCLIC Specialty Pharmacy is billed to Client directly by MCLIC Specialty Pharmacy instead of being processed through MCLIC, Client agrees to timely pay MCLIC Specialty Pharmacy for such claim pursuant to the rates above and within thirty (30) days of Client’s, or its designee’s, receipt of such electronic or paper claim from MCLIC Specialty Pharmacy. MCLIC Specialty Pharmacy shall have 360 days from the date of service to submit such electronic or paper claim. IV. Vaccine Claims (No vaccine claims will be included in any pricing or rebate guarantee set forth in the Agreement). 6 Medicare Part D vaccinations Participating Pharmacies/Mail Service Pharmacy/MCLIC Specialty Pharmacy Other than Participating Pharmacies/Mail Service Pharmacy/MCLIC Specialty Pharmacy Vaccine Administration $20.00 per Part D covered vaccine Pass Through Charge as Submitted Ingredient Cost Applicable discount rate as set forth in the Agreement Pass Through Charge as Submitted 222079.v5 {N0054602.1} (1) 33 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 Participating Pharmacy Administrative EGWP Enrollee Submitted Administrative Fee per Fee per Prescription Drug Claim as set Prescription Drug Claim as set forth in the forth in the Agreement Agreement (1) Except for Vaccine Claims submitted electronically by physicians. Pricing for Vaccine Claims submitted electronically by physicians is set forth below. Administrative Fee/Vaccine Claim Vaccine Claims Submitted Electronically by Physicians Vaccine Administration(1) $20.00 per Part D covered vaccine Ingredient Cost Pass-Through Administrative Fee/Vaccine Claim Participating Pharmacy Administrative Fee per Prescription Drug Claim as set forth in the Agreement Vendor Transaction Fee Pass Through at $3.75(1) (1) $3.75 is the fee currently charged by POC Technologies, Inc. to MCLIC. This amount is subject to change. MCLIC will provide Client prior written notice of any change. 7 Medicare Part B vaccinations Medicare Part B Vaccinations shall adjudicate at the lower of: (i) Ingredient Cost Dispensing Fee Participating Pharmacy INFLUENZA Participating Pharmacy Ingredient Cost as set forth in the Agreement Participating Pharmacy Dispensing Fee as set forth in the Agreement Participating Pharmacy OTHER VACCINES Participating Pharmacy Ingredient Cost as set forth in the Agreement Participating Pharmacy Dispensing Fee as set forth in the Agreement Professional Service Fee (PSF); cost for Pass-Through Pass-Through pharmacist to administer (capped at $15 per vaccine claim) (capped at $20 per vaccine claim) the vaccine Vaccine Program Fee * $2.50 per vaccine claim $2.50 per vaccine claim * The Vaccine Program Fee will be billed separately to Client as part of the administrative invoice according to the billing frequency set forth in the Agreement. This Vaccine Program Fee is in addition to any per Prescription Drug Claim administrative fee set forth in the Agreement. or (ii) the combined ingredient cost, dispensing fee (if any) and professional service fee (if any) that the Participating Pharmacy generally charges an individual paying cash, without coverage for prescription drug benefits, plus the Vaccine Program Fee set forth above. Coverage is subject to Plan provisions. No vaccine claims will be included in any guarantees set forth in the Agreement and/or amendments thereto. VI. Long Term Care; I/T/U and IHS; Home Infusion Pricing LONG TERM CARE NETWORK PROVIDERS Brand Discount 222079.v5 {N0054602.1} Pricing 10.18% 34 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 Generic Discount Brand Dispensing Fee Per Claim Generic Dispensing Fee Per Claim Compound Drugs Administrative Fee Per Claim I/T/U and IHS PRESCRIPTION SERVICES 10.18% $4.50 $4.50 Pass-Through $0.00 Pricing Brand Discount Pass-Through Generic Discount Pass-Through Brand Dispensing Fee Per Claim Pass-Through Generic Dispensing Fee Per Claim Pass-Through Compound Drugs Pass-Through Administrative Fee Per Claim Pass-Through HOME INFUSION PROVIDERS Pricing Brand Discount 10.18% Generic Discount 10.18% Brand Dispensing Fee Per Claim $0.00 Generic Dispensing Fee Per Claim $0.00 Compound Drugs Pass-Through Administrative Fee Per Claim 222079.v5 $0.00 {N0054602.1} 35 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 Exhibit B-2 Administrative and Clinical Program Fees I. Administrative Fees Optional PBM Services Additional PBM Services Claims Processing Member Submit Fee (includes Medicaid subrogation claims) Claims Reverse and Reprocessing Fees Electronic Prescribing Pass through charge for ePrescribing Eligibility and Formulary transaction fees charged to Sponsor at MCLIC’s preferred rate with data switch such as Surescripts. Custom Client Reporting Custom Ad Hoc Reports Premium Billing Member Premium Billing Account and Member Services Member Requested Replacement Packets Client requested Re-carding Custom materials (And mailings over five pages in length) Reviews and Appeals Management Initial Determinations (i.e. coverage reviews) and Level One Appeals for the Coverage Authorization Program, consisting of:  Prior Authorization  Step Therapy  Drug Quantity Management Initial Determinations and Level One Appeals for the 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 Appeal Services for clients with non-standard UM pricing Translation Services for clients with non-standard UM pricing  Full Solution  Written Translation Only  Written Translation /After Hours Contact Center 222079.v5 {N0054602.1} $10.00 per claim $5.00 per claim plus additional $1.35 if check is required to be mailed to EGWP enrollee $150 per hour; minimum $500 charge Pricing available upon request $1.50 + postage per packet $1.50 + postage per packet Priced upon request Initial Determinations and Level One Appeals included in the PMPM EGWP Plus Administrative Fee Clinical: $350 Admin: $160 $0.03/claim + $50 per letter OR $300 per letter $200 per letter $0.01/claim + $50 per letter OR $250 per letter 36 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 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 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 Home Delivery Services 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) 222079.v5 {N0054602.1} 37 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 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 EGWP Enrollees 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 EGWP Enrollees of the change in plan coverage; • follow-up mailings and outbound phone calls notifying EGWP Enrollees of their eligibility for services from the specialty pharmacy Additional services available: Mailings direct to EGWP Enrollees, physicians or plan location - Quoted Upon Request Medicare Processing and Reporting Services Interaction with CMS and federal agencies to ensure compliance with Medicare Drug Rules and other applicable laws Manage contract with CMS Evaluate actuarial equivalence and report to CMS as required. CMS Direct Subsidy • Processing, reconciliation, and reporting CMS Catastrophic Reinsurance (Subject to plan design) • Processing, reconciliation, and reporting CMS Low-Income Premium and Cost Sharing • Processing, reconciliation, and reporting LIS Premium refunds directly to LIS EGWP Enrollees Coverage Gap Discount Payments • Invoicing, coordination, processing, and reporting 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 including, but not limited to, those reports 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 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 Member 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 222079.v5 {N0054602.1} 38 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 Account and Member 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 Fraud, Waste, and Abuse Program Care and Safety Management Education Member Communications 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  Member ID card and Evidence of Coverage (EOC)  Quick Reference Guide (QRG)  Abridged formulary  Pharmacy directory  HIPAA Notice  Home Delivery Order From On-Going  Transition 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 required notifications Renewal Member Packet  Annual Notice of Change (ANOC)  Evidence of Coverage (EOC)  Abridged Formulary  Home Delivery Order Form Clinical Services Concurrent Drug Utilization Reporting (DUR) Retrospective DUR Medication Therapy Management and reporting Emerging Therapeutics Fraud, Waste, and Abuse Program Participating Pharmacies Pharmacy Audit Pharmacy Help Desk Pharmacy Network Management Network Development Upon Request Pharmacy Reimbursement II. Clinical/Trend Program Administration Fees. MCLIC offers a comprehensive suite of trend and integrated health management programs. With a 360degree view of the patient, MCLIC promotes changes that maximize health outcomes and value – 222079.v5 {N0054602.1} 39 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 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 MCLIC updates its offerings to meet the needs of the marketplace. Optional Clinical Programs Fees • 2013 Enhanced Trend Package — Drug Quantity ManagementStandard or Rx; Enhanced Step Therapy Package; Clinical Base, Supplemental and Proactive PA Lists $0.60 PMPM • Drug Quantity Management — Standard per Rx & Standard per days $0.07 PMPM • Prior Authorization — Base List* $0.02 PMPM • Prior Authorization — Clinical Supplemental List* $0.10 PMPM • Prior Authorization — Pharmacogenomics List* $0.05 PMPM • Prior Authorization — Proactive Prior Authorization* $0.02 PMPM • Specialty Step Management – administered as PA $0.03 PMPM • Prior Authorization — Other Clinical Overrides (e.g., nonstandard Prior Authorization medications, medical exceptions) Optional Prior Authorizations $35/request $45/physician review • • All 2013 Enhanced Step Therapy Package modules Individual Step Therapy modules $0.43 PMPM Priced upon request • Medicare Screen Rx Priced on request • RationalMed Priced on request • Value Based Insurance Design (VBID) Priced upon request • Physician Consultation Phone based consultation: $100 per consulted physician/provider Face-to-face consultation: Client specific upon request • Physician Report Card 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 • eMTM (for clients with Medicare MTM) Prescriber Outreach: $0.26 PMPM Member and Prescriber Outreach: $0.52 PMPM * List of drugs subject to change at the discretion of MCLIC. Lists will be updated upon CMS 2016 drug list release. ** All programs are optional and will only be implemented upon Client’s request. ***MCLIC and Client each understand that client conditions and vendor status changes may occur from time to time. If Client changes its program operations or otherwise takes an action that has the effect of materially increasing the costs of the pharmacist consulting phase of the program, MCLIC shall have the right to make an equitable adjustment to the program price as of the effective date of the event upon notification to Client.. Material costs are defined as increasing the pharmacist time by greater than 20% due to increased calls or services above the agreed upon service levels. 222079.v5 {N0054602.1} 40 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 EXHIBIT B-3 REBATES I. Rebates (Does Not Apply to Specialty Products) A. Subject to: (i) the conditions set forth in Sections 2. – 4. below and elsewhere in this Agreement; and (ii) Client meeting the Plan design conditions identified in the table below, MCLIC or its affiliates will pay to Client an amount equal to the greater of the following guaranteed amounts or 100% of rebates, excluding claims for Specialty Products: Formulary: Copayment Design: Medicare National Preferred Formulary Minimum $15 Copayment Differential Participating Pharmacies 1-34 days supply Participating Pharmacies 35-90 days supply(1) Mail Service Pharmacy $50.81 $57.70 $68.16 $146.31 $153.22 $178.64 $163.71 $186.07 $216.87 Per Brand Claim 2016 2017 2018 (1) B. 2. Certain Participating Pharmacies have agreed to participate in the extended (35 – 90) day supply network (“Maintenance Network”) for maintenance drugs. Pricing in the 35 – 90 Days’ Supply column in the table set forth above is applicable only if Client implements a plan design that requires Members to fill such days’ supply at a Maintenance Network Participating Pharmacy (i.e., Client 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 a 35 days’ supply, and pricing for an 35 – 90 days’ supply in the table set forth above shall not apply, even if a Maintenance Network Participating Pharmacy is used. Long Term Care and Home Infusion claims are not eligible for Rebates. Exclusions Rebates are not payable on Enrollee Submitted Claims, Specialty Products, subrogation claims, OTC products, claims older than 180 days, claims pursuant to a 100% Copayment plan, biosimilar products, reversed claims or claims through Client owned, in-house, or on-site pharmacies, or operated not-for-profit pharmacies. 3. Rebate Payment Terms Subject to the conditions set forth herein, Rebate allocations will be made quarterly within approximately 150 days from the end of the quarter. Guarantee will be reconciled in aggregate annually with any payment due to Client made within 180 days from the end of each annual period. 4. Conditions A. MCLIC or its affiliates contract for Rebates and Manufacturer Administrative Fees on its own behalf and for its own benefit, and not on behalf of Sponsor. Accordingly, MCLIC and its affiliates retain all right, title and interest to any and all actual Rebates and Manufacturer Administrative Fees received. MCLIC will pay Client amounts equal to the Rebate and Manufacturer Administrative Fees amounts allocated to Client, as specified above, from MCLIC’s or its affiliates’ general assets (neither Client nor its EGWP Enrollees retain any beneficial or proprietary interest in MCLIC’s or its affiliates’ general assets). Client acknowledges and agrees that neither it nor its EGWP Enrollees shall have a right to interest on, or the time value of, any Rebate payments or Manufacturer Administrative Fee payments 222079.v5 41 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 received by MCLIC or its affiliates during the collection period or moneys payable under this Section. No amounts for Rebates or Manufacturer Administrative Fees will be paid until this Agreement is executed by Client. MCLIC shall have the right to apply Client’s allocated Rebate amount and Manufacturer Administrative Fees amounts to unpaid Fees. B. Client acknowledges that it may be eligible for Rebate amounts and Manufacturer Administrative Fee amounts under this Agreement only so long as Client, 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 MCLIC or its affiliate pursuant to this Agreement, without the prior written consent of MCLIC. In the event that Client negotiates or arranges for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting MCLIC’s or its affiliates’ right to other remedies, MCLIC may immediately withhold any Rebate amounts or Manufacturer Administrative Fee amounts earned by, but not yet paid to, Client as necessary to prevent duplicative rebates on Covered Drugs. To the extent Client knowingly negotiates and/or contracts for discounts or rebates on claims for Covered Drugs without prior written approval of MCLIC or its affiliates, such activity shall be deemed to be a material breach of this Agreement, entitling MCLIC to suspend payment of Rebate amounts and Manufacturer Administrative Fee amounts hereunder and to renegotiate the terms and conditions of this Agreement. C. On at least an annual basis, and as otherwise required under the Medicare Drug Rules, MCLIC or its affiliates shall disclose to Client the amount of all Rebates received from Manufacturers or otherwise retained by MCLIC or its affiliates with respect to the Rebate eligible EGWP Benefit utilization. Client and MCLIC shall coordinate disclosure to CMS of all Rebates and, if applicable, reported to Client by MCLIC in connection with any Medicare utilization to the extent required by the Medicare Drug Rules. D. Under its Rebate program, MCLIC may implement MCLIC’s Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with EGWP Enrollees, Participating Pharmacies, and/or physicians. MCLIC 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 the Formulary and various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements, as communicated by MCLIC to Client 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 upon prior notice to Client, MCLIC may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. E. Rebate and Manufacturer Administrative Fee amounts paid to Client 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. Client 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. MCLIC will refrain from doing anything that would impede Client from meeting any such obligation. 222079.v5 42 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 EXHIBIT C AUDIT PROTOCOL As provided in the Agreement, MCLIC may provide services under this Agreement through one or more of its Affiliates, including Express Scripts, Inc. (“ESI”). The following financial disclosure statement relates to the rebate programs and other financial arrangements that may be used by Express Scripts, Inc. (“ESI”) in connection with MCLIC’s administration of the EGWP Benefit under this Agreement. 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 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. B. C. 3. There are four components of your arrangement with ESI eligible for audit on an annual basis from February through October:  Retrospective Claims  Rebates  Performance Guarantees, which shall include the financial terms of this Agreement  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 ESI’s standard charges for each additional audit. All such fees shall be reasonable and based on ESI’s costs for supporting such additional audits. 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 ESI. 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. AUDITS A. 222079.v5 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, 43 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 B. C. D. E. 4. 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. 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. 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”). 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. 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). 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 ESI’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. 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). AUDIT FINDINGS A. B. C. 222079.v5 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. 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. 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 44 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 D. 5. AUDITS BY GOVERNMENT ENTITIES A. B. C. D. 6. pledge to respond within the foregoing timeframe is predicated on a good faith and cooperative effort between Sponsor and/or its Auditor and ESI. 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. 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. 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. 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. 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. 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. 222079.v5 45 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 EXHIBIT D As provided in the Agreement, MCLIC may provide services under this Agreement through one or more of its Affiliates, including Express Scripts, Inc. (“ESI”). The following financial disclosure statement relates to the rebate programs and other financial arrangements that may be used by Express Scripts, Inc. (“ESI”) in connection with MCLIC’s administration of the EGWP Benefit under this Agreement. 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 the 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 ESI’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 Programs 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 or its affiliates may maintain non-client specific 222079.v5 46 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 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 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 administrative fees are calculated based on the price of the drug or supplies along with the volume of utilization and do not exceed the greater of (i) 4.58% of the average wholesale price, or (ii) 5.5% of the wholesale acquisition cost of the products. In its capacity as a PBM company, ESI also may receive other compensation from manufacturers for the performance of various programs or services, including, for example, formulary compliance initiatives, clinical services, therapy management services, education services, inflation protection programs, medical benefit management services, cost containment programs, discount programs, and the sale of non-patient identifiable claim information. This compensation is not part of the formulary rebates or associated administrative fees, and ESI may realize positive margin between amounts paid to clients and amounts received from pharmaceutical manufacturers. ESI retains the financial benefit of the use of any funds held until payment is made to the client. 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, wholesale distributors, and other health care providers. 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 ESI’s PBM formulary rebate programs. However, certain purchase discounts received by ESI’s subsidiary pharmacies, whether directly or through ESI, 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 ESI’s drug purchasing capabilities and efficiencies, and ESI or affiliates may realize an overall positive margin with regard to these initiatives. 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. 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, wholesalers, or other health care providers 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, 340B contract pharmacy services, 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 222079.v5 47 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 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 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. October 1, 2015 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/PORTAL/. 222079.v5 48 DocuSign Envelope ID: E21D8113-E27B-422B-A2F7-E898FC0D0272 EXHIBIT E CERTIFICATION OF INFORMATION RELATING TO CREDITABLE COVERAGE REQUIREMENT AND LATE ENROLLMENT PENALTY FOR PART D EMPLOYER GROUP WAIVER PLAN Pursuant to the contract(s) between the Centers for Medicare & Medicaid Services (“CMS”) and Medco Containment Life Insurance Company (“MCLIC”), S7950 (collectively, the “PDP Organization”), governing the operation of the contract between the PDP Organization and Metropolitan Government of Nashville and Davidson County (“CLIENT”), an Employer Group Waiver Plan (EGWP), the PDP Organization hereby requests from CLIENT a certification concerning the creditable coverage maintained for the Part D beneficiaries enrolled under the contract with CLIENT (“Enrollees”). CMS REQUIREMENT - Under applicable CMS Part D regulations, 42 CFR 423, CMS Manual Chapter 4, and related guidance as may be amended from time to time: plans, “using the Batch Eligibility Query (BEQ), [must] determine whether the beneficiary was either enrolled in a Part D plan or was covered by an employer receiving the retiree drug subsidy (RDS) since the IEP end date. If the beneficiary was enrolled in a Part D Plan or by an employer receiving RDS or in an employer-sponsored plan providing coverage at least as good as the standard Medicare part D plan since the end of the IEP, such that there is no gap in creditable coverage of sixty-three (63) or more days, [the plan must] report to CMS that the beneficiary had zero (0) uncovered months.” This coverage is deemed to be continuous “creditable coverage.” Under the same guidance, plans may secure an attestation from employers and unions such as CLIENT, who enroll groups of retirees into Medicare prescription drug coverage. The attestation must provide that employer/ CLIENT has been maintaining continuous creditable coverage for each applicable retiree for the time during which the retiree was enrolled through CLIENT. ATTESTATION - CLIENT attests by affixing its signature below that all Enrollees submitted by the SPONOR to MCLIC for enrollment under an Enhanced Plan were either enrolled under another Prescription Drug Plan or had other creditable coverage as defined by the CMS applicable guidelines prior to their coverage under Enhanced Plan ACCURACY – In providing said Certification, CLIENT acknowledges that the information directly affects the calculation of CMS payments to the PDP Organization and/or CLIENT or additional benefit obligations of the PDP Organization and that misrepresentation to CMS about the accuracy of such information may result in Federal civil action and/or criminal prosecution. APPEAL – MCLIC shall not be responsible for appealing CMS’ determination of Enrollees’ creditable coverage status, however, MCLIC shall honor the final disposition of appeals that are filed by CLIENT. AGREEMENT – This Attestation supplements and is made a part of the Agreement in effect between MCLIC and CLIENT. Based on best knowledge, information, and belief, as of the date indicated below, CLIENT is attesting that all information submitted to PDP Organization in this report is accurate, complete, and truthful. Name: Title: on behalf of CLIENT Date: _________________________________ 222079.v5 49 DocuSign Envelope ID: 307ED301-A7A6-4047-A97E-6A8C24419F15 Amendment/Acknowledgement Abstract Amendment/Acknowledgement Information Contract Title: Exercise Equipment Amendment/Acknowledgement Summary: This is a contract assignment amendment changing the name of the original contract holder (FITCO) to the new contract holder (FITWORX, LLC.) and adding the Iran Divestment Act Language. Contract Number: 316446 Amendment/Acknowledgement Number: 2 Solicitation Number: 108135 Type of Contract/PO: IDIQ Contract Selection Method: ITB Contract Start Date: 6/16/2013 Contract Expiration Date: 6/18/2018 Previous Estimated Contract Life Value: $375,000.00 Amendment/Acknowledgement Value: $0.00 New Estimated Contract Life Value: $375,000.00 Procurement Staff: Sandra Walker Department(s) Served: Metrowide BAO Staff: Fund: 30003 Michelle Lane BU: 40220100 Contractor Information Contracting Firm: FITWORX Address 1: 7101 SHARONDALE CT Address 2: City: BRENTWOOD State: TN Company Contact: Michael Young Phone #: 615 370-8575 Contract Signatory: Micheal Young Zip: 37027-3202 Email Address: myoung@fwxtn.com E1#: 165087 Email Address: myoung@fwxtn.com Subcontractor Information Small Business Program: No SBE/SDV participation Amount: $0.00 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Revised 9/13/2016 DocuSign Envelope ID: 1060B529-2DF8-49B7-803B-EF24077ACD9C Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Miscellaneous Sidewalk and Curb & Gutter Repair   Amendment/Acknowledgement Summary:  This amendment removes permit fee line items and   replaces it with standard permit fee reimbursement language as a result of Ordinance BL2016‐235;    adds the Iran Divestment Act Language.   Contract Number:  324772      Amendment/Acknowledgement Number:  5       Solicitation Number:  319396   Type of Contract/PO:   IDIQ Contract    Selection Method:  RFP   Contract Start Date:  08/20/2013   Contract Expiration Date:   Previous Estimated Contract Life Value:  $35,000,000.00   08/19/2018     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $35,000,000.00   Procurement Staff:  Terri Troup                  BAO Staff:  Department(s) Served: Public Works     Bryan Gleason   Fund:  40015   BU:  42401015     Contractor Information  Contracting Firm:  Roy T. Goodwin Contractors, Inc      Address 1:  1410 Third Avenue North    Address 2:              City:  Nashville    State:  TN    Company Contact:  Steve Jobe    Zip:  37208      Email Address:  steve@rtgcontractors.com   Phone #:  615‐242‐5448    E1#:  811285   Contract Signatory:  Brannon Goodwin   Email Address:  bgoodwin@rtgcontractors.com       Subcontractor Information  Small Business Program:  Small Business    Amount:  $683,288.00   Procurement Nondiscrimination Program:  MWBE Participation    Amount:  $1,853.00     Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00       Revised 9/13/2016                DocuSign Envelope ID: 1F358D08-5D02-42D6-84B1-066501EDB53F MEGAN BARRY, MAYOR DEPARTMENT OF FINANCE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY March 17, 2017      Mrs. Jennifer Ogden  Civic Engineering and Information Technologies, Inc.   25 Lindsley Ave  Nashville, TN 37210           Re:  Revised Line Item Pricing for Contract # 325490      To whom it may concern:    The Metropolitan Government of Nashville and Davidson County has completed the review of the  revised updated pricing and has agreed to incorporate the attached Exhibit A ‐ Pricing into the  referenced Indefinite Delivery/Indefinite Quantity Contract.  This revised exhibit will go into effect once  both parties have signed below.    The Contract shall otherwise continue in full force and effect, pursuant to its terms.  There will be no  change to the original value of the Contract.      The Metropolitan Government of Nashville   and Davidson County:      ____________________________________  Office of the Purchasing Agent      ____________________________________  Date Signed      Procurement Division 730 Second Avenue South, Suite 112 P.O. Box 196300 Nashville, Tennessee 37219-6300 Contractor:  Civic Engineering & Information   Technologies, Inc.   ____________________________________  Contracting Authority  ____________________________________  Date Signed  www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: 1F358D08-5D02-42D6-84B1-066501EDB53F EXHIBIT A ‐ Rates Title/Description Program Manager Appraiser:  Review Appraiser Acquisition Consultant Project Manager Project Engineer IT Manager GIS/IT Analyst GIS/CADD Technician Prof. Land Surveyor 2‐Man Survey Crew Senior Inspector Inspector/Survey/Tech Clerical Negotiation, Acquisition, & Reporting for Sidewalk Program:  Per Tract with Residential Zoning Negotiation, Acquisition, & Reporting for Sidewalk Program:  Per Each Improved, Commercially Zoned Tract Neighborhood Market Analysis for Sidewalk Program: For  Uniformily and/or Single Zoning Projects Neighborhood Market Analysis for Sidewalk Program: For  Multiple Residentially Zoned Projects *Appraisals for Sidewalk Program Per Tract for Residental *Appraisals for Sidewalk Program Per Tract for Commerical Rate $     160.00 $     150.00 $     150.00 $     150.00 $     140.00 $     115.00 $     140.00 $     120.00 $       80.00 $     115.00 $     130.00 $       85.00 $       65.00 $       60.00 $ 1,500.00 $ 1,750.00 $ 1,000.00 $ 2,000.00 $ 3,000.00 $ 4,000.00 *The appraisal fees proposed are fixed estimates per appraisal for both  residental and commerical properties with the exception of those  "occasional or atypical" transaction as pre‐defined by METRO.  This fixed  fee is inclusive of any all expense anticipated or required in completing the  assignment including licensing and report delivery. DocuSign Envelope ID: E971C3C4-7464-4BF2-B7F8-7179D1910BA8 Amendment/Acknowledgement Abstract Amendment/Acknowledgement Information Contract Title: Lighting System Maintenance and Repair Amendment/Acknowledgement Summary: This amendment removes permit fee line items and replaces it with standard permit fee reimbursement language as a result of Ordinance BL2016-235; adds the Iran Divestment Act Language. Contract Number: 340210 Amendment/Acknowledgement Number: 1 Solicitation Number: 527692 Type of Contract/PO: IDIQ Contract Selection Method: ITB Contract Start Date: 05/01/2014 Contract Expiration Date: 04/30/2019 Previous Estimated Contract Life Value: $300,000.00 Amendment/Acknowledgement Value: $0.00 New Estimated Contract Life Value: $300,000.00 Procurement Staff: Terri Troup Department(s) Served: Public Works BAO Staff: Bryan Gleason Fund: 10101 BU: 42142110 Contractor Information Contracting Firm: Southeast Electric, Inc. Address 1: P.O. Box 1504 Address 2: 3155 Pleasant Frove Road City: White House State: TN Company Contact: Keith Durbin Phone #: 615-672-9751 Contract Signatory: Keith Durbin Zip: 37188 Email Address: keith@seiwh.com E1#: 236941 Email Address: keith@seiwh.com Subcontractor Information Small Business Program: Small Business Amount: $300,000.00 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Revised 9/13/2016 DocuSign Envelope ID: A34F798F-62ED-4746-B955-11EC21B9A3AF MEGAN BARRY, MAYOR DEPARTMENT OF FINANCE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY March 17, 2017      Mr. Bruce Vantine  Ace Pipe Cleaning, Inc.  1508 3rd Ave N.   Nashville, TN 37208           Re:  Revised Line Item Pricing for Contract # 347436      To whom it may concern:    The Metropolitan Government of Nashville and Davidson County has completed the review of the  revised updated pricing and has agreed to incorporate the attached Exhibit A ‐ Pricing into the  referenced Indefinite Delivery/Indefinite Quantity Contract.  This revised exhibit will go into effect once  both parties have signed below.    The Contract shall otherwise continue in full force and effect, pursuant to its terms.  There will be no  change to the original value of the Contract.      The Metropolitan Government of Nashville   and Davidson County:    ____________________________________  Office of the Purchasing Agent      ____________________________________  Date Signed      Procurement Division 730 Second Avenue South, Suite 112 P.O. Box 196300 Nashville, Tennessee 37219-6300 Contractor:  Ace Pipe Cleaning, Inc.  ____________________________________  Contracting Authority  ____________________________________  Date Signed  www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: A34F798F-62ED-4746-B955-11EC21B9A3AF Item # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 EXHIBIT A - LINE ITEM UNIT PRICING Item Description SL-RAT Additional off-road expense for SL-RAT Permits and fees Police for traffic control GPS data (1 meter), on-road GPS data (1 meter), off-road Install new locking bars, gaskets, and other hardware as required (materials provided by MWS) Manhole inspection with completed inspection form CCTV 8”-10" dia. sewer CCTV 12"-24" dia. sewer CCTV + Sonar 25”-36” dia. sewer CCTV + Sonar 37”-48” dia. sewer CCTV + Sonar 49”-72” dia. sewer CCTV + Sonar 73”-96” dia. sewer CCTV + Sonar 97-198” dia. sewer Additional off-road expense for CCTV + Sonar Additional off-road expense for CCTV Light cleaning, 8” dia. sewer Light cleaning, 10” dia. sewer Light cleaning, 12” dia. sewer Light cleaning, 13-36” dia. sewer Light cleaning, 37-48" dia. sewer Light cleaning, 49-72" dia. sewer Light cleaning, 73-96" dia. sewer Light cleaning, 97-198" dia. sewer Heavy cleaning, 8” dia. sewer Heavy cleaning, 10” dia. sewer Heavy cleaning, 12” dia. sewer Heavy cleaning, 13-14” dia. sewer Heavy cleaning, 15-18" dia. Sewer Heavy cleaning, 19-24" dia. Sewer Heavy cleaning, 25-30" dia. Sewer Heavy cleaning, 31-36" dia. Sewer Heavy cleaning, 37-48" dia. sewer Heavy cleaning, 49-60" dia. Sewer Heavy cleaning, 61-72" dia. sewer Heavy cleaning, 73-83" dia. sewer Heavy cleaning, 84-96" dia. sewer Heavy cleaning, 97-120" dia. sewer Heavy cleaning, 121-144" dia. sewer Heavy cleaning, 145-171" dia. Sewer Heavy Cleaning 172-198" dia. sewer Storm sewer cleaning, up to 16" dia. sewer Storm sewer cleaning, 17" to 36" dia. sewer Storm sewer cleaning, over 36" dia. sewer Additional off-road expense for cleaning Smoke test 8"-15" dia. sewer Dye test sewer Allowance for related work as directed by Contractor Manager or Engineer Cleaning wet well, Truck and one Technician- Small Structure Cleaning wet well, additional Technican Cleaning wet well, 3 Technician Confined Space crew Cleaning manhole Cleaning stormwater catch basin GIS map corrections Locate, mark, and make accessible manholes (only as directed by MWS) Uncover sewer manholes 2" up to 12" deep and make accessible Unit LF LF EA HR EA EA EA EA LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF LF EA EA HR HR HR EA EA EA EA EA Unit Price $0.24 $0.05 $50.00 $100.00 $50.00 $75.00 $20.00 $50.00 $0.75 $0.80 $3.00 $3.75 $4.00 $5.00 $7.00 $0.85 $0.50 $0.70 $0.85 $0.90 $2.00 $2.65 $3.00 $3.10 $3.25 $0.85 $1.50 $1.75 $2.00 $7.00 $9.00 $11.00 $13.00 $25.00 $38.00 $45.00 $90.00 $95.00 $120.00 $140.00 $160.00 $175.00 $25.00 $55.00 $80.00 $2.45 $0.48 $250.00 $10,000.00 $250.00 $65.00 $395.00 $75.00 $345.00 $50.00 $150.00 $100.00 DocuSign Envelope ID: A34F798F-62ED-4746-B955-11EC21B9A3AF 58 59 60 61 62 63 64 65 66 67 68 69 Lidar / laser inspection for 25" to 36" pipe (in street) Lidar / laser processing for 25" to 36" pipe (in street) Lidar / laser pinspection for 25" to 36" pipe (off street) Lidar / laser processing for 25" to 36" pipe (off street) Lidar / laser inspection & processsing for 25" to 36" pipe Lidar / laser inspection & processsing for 25" to 36" pipe Lidar / laser inspection for 37" to 48" pipe (in street) Lidar / laser processing for 37" to 48" pipe (in street) Lidar / laser pinspection for 37" to 48" pipe (off street) Lidar / laser processing for 37" to 48" pipe (off street) Lidar / laser inspection & processsing for 37" to 48" pipe Lidar / laser inspection & processsing for 37" to 48" pipe (In Street) (Off Street) (In Street) (Off Street) LF LF LF LF LF LF LF LF LF LF LF LF $3.00 $2.50 $3.85 $2.50 $5.50 $6.35 $3.75 $2.50 $4.60 $2.50 $6.25 $7.10 DocuSign Envelope ID: E5B1CA8A-7F09-4DAF-8E8E-8E4EB75AAAA0 Amendment/Acknowledgement Abstract Amendment/Acknowledgement Information Contract Title: Professional Services for Ryan White Part A and MAI Clients Amendment/Acknowledgement Summary: Adds new grant budgets for 2017/2018, federal requirement language added to contract terms, and a few minor changes made to the original contract terms. Contract Number: 354509 Amendment/Acknowledgement Number: 2 Solicitation Number: 648962 Type of Contract/PO: Multi-Year Contract Selection Method: RFP Contract Start Date: 3/1/2015 Contract Expiration Date: 2/29/2020 Previous Estimated Contract Life Value: $8,209,400.00 Amendment/Acknowledgement Value: $0.00 New Estimated Contract Life Value: $8,209,400.00 Procurement Staff: Kevin Edwards Department(s) Served: Health BAO Staff: Fund: 32200 Michelle Lane BU: 38351137 Contractor Information Contracting Firm: Nashville Cares Address 1: 633 Thompson Lane Address 2: City: Nashville Company Contact: Tammy Glass Phone #: 615-259-4866 ext 214 State: TN Zip: 37204 Email Address: tglass@nashvillecares.org E1#: 422553 Contract Signatory: Joseph Interrante Email Address: JInterrante@NashvilleCARES.org Subcontractor Information Small Business Program: No SBE/SDV participation Amount: $0.00 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Revised 9/13/2016 DocuSign Envelope ID: 9629A2D2-6F19-4061-AFD4-49C6BB58581C Amendment/Acknowledgement Abstract Amendment/Acknowledgement Information Contract Title: Provision of Professional Services for Ryan White Part A & MAI Clients Amendment/Acknowledgement Summary: Adds new grant budgets for 2017/2018, federal requirement language added to contract terms, and a few minor changes made to the original contract terms. Contract Number: 355008 Amendment/Acknowledgement Number: 2 Solicitation Number: 649965 Type of Contract/PO: Multi-Year Contract Selection Method: RFP Contract Start Date: 3/1/2015 Contract Expiration Date: 2/29/2020 Previous Estimated Contract Life Value: $2,136,000.00 Amendment/Acknowledgement Value: $0.00 New Estimated Contract Life Value: $2,136,000.00 Procurement Staff: Kevin Edwards Department(s) Served: Health BAO Staff: Fund: 32200 Michelle Lane BU: 38351137 Contractor Information Contracting Firm: Street Works Address 1: 520 Sylvan Street Address 2: City: Nashville State: TN Company Contact: Ron Crowder Phone #: 615-259-7676 Contract Signatory: Ron Crowder Zip: 37208 Email Address: rcrowder@street-works.org E1#: 547724 Email Address: rcrowder@street-works.org Subcontractor Information Small Business Program: No SBE/SDV participation Amount: $0.00 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Revised 9/13/2016 DocuSign Envelope ID: 81C6B9D7-E899-43D2-ACFB-2D33AB7DDA40 Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Guardrail Maintenance and Repair   Amendment/Acknowledgement Summary:  This amendment removes permit fee line items and   replaces it with standard permit fee reimbursement language as a result of Ordinance BL2016‐235;    adds the Iran Divestment Act Language.   Contract Number:  356531      Amendment/Acknowledgement Number:  1       Solicitation Number:  702077   Type of Contract/PO:   IDIQ Contract    Selection Method:  ITB   Contract Start Date:  03/31/2015   Contract Expiration Date:   Previous Estimated Contract Life Value:  $2,000,000.00   03/30/2020     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $2,000,000.00   Procurement Staff:    Terri Troup                  BAO Staff:  Department(s) Served: Public Works   Bryan Gleason   Fund:  40015   BU:  42401015     Contractor Information  Contracting Firm:  LU, Inc.      Address 1:  P.O. Box 607    Address 2:  429 W. Kingston Springs Road   City:  Kingston Springs    State:  TN    Company Contact:  Novice J. Cole Jr    Zip:  37082      Email Address:  ncole@guiderail.com   Phone #:  615‐952‐5501    E1#:  173238   Contract Signatory:  Novice J. Cole Jr    Email Address:  ncole@guiderail.com       Subcontractor Information  Small Business Program:  No SBE/SDV participation    Amount:  $0.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00         Revised 9/13/2016                DocuSign Envelope ID: 56A24253-8BB8-4443-9515-166A8AE5FB63 Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Roadway Reconstruction Projects   Amendment/Acknowledgement Summary:  This amendment removes permit fee line items and   replaces it with standard permit fee reimbursement language as a result of Ordinance BL2016‐235;    adds the Iran Divestment Act Language.   Contract Number:  363519      Amendment/Acknowledgement Number:  1       Solicitation Number:  748143   Type of Contract/PO:   IDIQ Contract    Selection Method:  RFP   Contract Start Date:  06/23/2015   Contract Expiration Date:   Previous Estimated Contract Life Value:  $35,000,000.00   06/22/2020     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $35,000,000.00   Procurement Staff:  Terri Troup                  BAO Staff:  Department(s) Served: Public Works     Bryan Gleason   Fund:  40015   BU:  42401015     Contractor Information  Contracting Firm:  Roy T. Goodwin Contractors, Inc      Address 1:  1410 Third Avenue North    Address 2:              City:  Nashville    State:  TN    Company Contact:  Steve Jobe    Zip:  37208      Email Address:  steve@rtgcontractors.com   Phone #:  615‐242‐5448    E1#:  811285   Contract Signatory:  Brannon Goodwin   Email Address:  bgoodwin@rtgcontractors.com       Subcontractor Information  Small Business Program:  Small Business    Amount:  $3,461,723.00   Procurement Nondiscrimination Program:  MWBE Participation    Amount:  $525,200.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00         Revised 9/13/2016                DocuSign Envelope ID: 64FC0474-42CC-4475-895F-495D2A27B34D MEGAN BARRY, MAYOR DEPARTMENT OF FINANCE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY March 29, 2017      Mr. Andrew Wall    Jones Brothers Contractors, LLC  2209 Crestmoor Rd., Suite 210  Nashville, TN 37215                   Re:  Revised Line Item Pricing for Contract # 367225      To whom it may concern:    The Metropolitan Government of Nashville and Davidson County has completed the review of the  revised updated pricing and has agreed to incorporate the attached Exhibit A ‐ Unit Prices into the  referenced Indefinite Delivery/Indefinite Quantity Contract.  This revised exhibit will go into effect once  both parties have signed below.    The Contract shall otherwise continue in full force and effect, pursuant to its terms.  There will be no  change to the original value of the Contract.      The Metropolitan Government of Nashville   and Davidson County:    ____________________________________  Office of the Purchasing Agent      ____________________________________  Date Signed      Procurement Division 730 Second Avenue South, Suite 112 P.O. Box 196300 Nashville, Tennessee 37219-6300 Contractor:  Jones Brothers Contractors, LLC  ____________________________________  Contracting Authority  ____________________________________  Date Signed  www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: 64FC0474-42CC-4475-895F-495D2A27B34D CONTRACT 367225 - GROUP 3 RESURFACING - JONES BROS CONTRACTORS, LLC EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 203-05 UNDER- CUTTING C.Y. $40.00 208-01 SHOULDERS AND DITCHES L.M. $2,500.00 303-01 MINERAL AGGREGATE, TYPE A BASE, GRADING D TON $27.75 307-01.01 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING A TON $83.00 307-03.01 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING A TON $88.00 307-04.01 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING A TON $91.00 307-01.08 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING B-M2 TON $89.50 307-03.08 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING B-M2 TON $94.00 307-04.08 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING B-M2 TON $95.50 307-01.10 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING CW TON $84.00 307-01.15 ASC MIX (PG64-22) (BPMLC-HM) GRADING CS TON $93.00 402-01 BITUMINOUS MATERIAL FOR PRIME COAT (PC) TON $800.00 402-02 AGGREGATE MATERIAL FOR COVER TON $45.00 403-01 BITUMINOUS MATERIAL FOR TACK COAT (TC) TON $700.00 403-01 TTT-1 411-01.11 BITUMINOUS MATERIAL FOR TACK COAT (TC) ( TRACKLESS ) TON $900.00 ACS MIX (PG64-22) GRADING E ROADWAY TON $89.00 411-01.11 W 411-03.10 ACS MIX (PG64-22) GRADING E ROADWAY ( WMA ) TON $89.00 ACS MIX (PG76-22) GRADING D ROADWAY TON $101.00 411-03.10 W ACS MIX (PG76-22) GRADING D ROADWAY ( WMA ) TON $101.00 411-03.12 ACS MIX(PG64-22) THIN LIFT D ASPHALT TON $107.50 411-04.10 ACS MIX (PG82-22) GRADING D TON $104.50 415-01.01 COLD PLANING BITUMINOUS PAVEMENT TON $28.00 415-01.01 KJ 611-04.06 COLD PLANING BITUMINOUS PAVEMENT ( KEY JOINT ONLY ) GRATE REPLACE TO MAKE BICYCLE SAFE L.F. $35.00 EACH $490.00 712-01 TRAFFIC CONTROL EACH $3,000.00 712-06 SIGNS (CONSTRUCTION) S.F. $7.50 712-08.06 UNIFORMED POLICE OFFICER HR $75.00 713-16.02 CHANGEABLE MESSAGE SIGN UNIT DAY $210.00 716-02.01 PLASTIC PAVEMENT MARKING (4" LINE) L.M. $3,650.00 716-02.03 PLASTIC PAVEMENT MARKING (CROSS-WALK) L.F. $6.25 716-02.04 PLASTIC PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $31.25 716-02.05 PLASTIC PAVEMENT MARKING (STOP LINE) 716-02.06 PLASTIC PAVEMENT MARKING (TURN LANE ARROW) 716-02.09 PLASTIC PAVEMENT MARKING (LONGITUDINAL CROSSWALK) L.F. $31.25 716-02.10 PLASTIC PAVEMENT MARKINING (6" LINE) L.M. $5,210.00 716-02.10 BZ PLASTIC PAVEMENT MARKINING (6" LINE - BUFFER ZONE) PLASTIC PAVEMENT MARKINING (6" DOTTED LINE) L.M. $22,000.00 716-02.11 L.F. $3.15 716-02.14 PLASTIC PAVEMENT MARKINING (8" BARRIER LINE) L.F. $3.15 716-03.02 PLASTIC WORD PAVEMENT MARKING (R X R CROSSING LEGEND) EACH $525.00 716-03.09 PLASTIC WORD PAVEMENT MARKING (-- MPH) EACH $525.00 716-03.10 PLASTIC WORD PAVEMENT MARKING (WITHIN ROADWAY - PER LETTER) EACH $80.00 716-03.11 PLASTIC WORD PAVEMENT MARKING (WITHIN BIKE LANE - PER LETTER) EACH $80.00 716-04.01 PLASTIC PAVEMENT MARKING (STRAIGHT-TURN ARROW) EACH $420.00 716-04.02 PLASTIC PAVEMENT MARKING (DOUBLE TURNING ARROW) EACH $420.00 716-04.03 PLASTIC PAVEMENT MARKING (4" DOTTED LINE) 716-04.05 PLASTIC PAVEMENT MARKING (STRAIGHT ARROW) 716-04.13 PLASTIC PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $365.00 716-04.14 PLASTIC PAVEMENT MARKING (LANE REDUCTION ARROW) EACH $315.00 716-04.15 PLASTIC PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) PLASTIC PAVEMENT MARKING (YIELD SYMBOL) EACH $365.00 716-04.17 EACH 716-05.01 PAINTED PAVEMENT MARKING (4" LINE) 716-05.03 PAINTED PAVEMENT MARKING (CROSS-WALK) L.F. $3.15 716-05.04 PAINTED PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $15.65 716-05.05 PAINTED PAVEMENT MARKING (STOP LINE) 716-05.06 PAINTED PAVEMENT MARKING (TURN LANE ARROW) 716-05.08 PAINTED PAVEMENT MARKING (PARKING LINE) 716-05.09 PAINTED PAVEMENT MARKING(STRAIGHT-TURN ARROW) EACH $210.00 716-05.10 PAINTED PAVEMENT MARKING (RXR) EACH $315.00 716-05.11 PAINTED PAVEMENT MARKING(STRAIGHT ARROW) EACH $105.00 716-05.12 PAINTED PAVEMENT MARKING(LANE REDUCTION ARROW) EACH $160.00 L.F. $21.00 EACH $210.00 L.F. EACH L.M. $2.10 $210.00 $52.10 $1,600.00 L.F. $10.50 EACH $105.00 L.F. $1.00 DocuSign Envelope ID: 64FC0474-42CC-4475-895F-495D2A27B34D CONTRACT 367225 - GROUP 3 RESURFACING - JONES BROS CONTRACTORS, LLC EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 716-05.20 PAINTED PAVEMENT MARKING (6" LINE) L.M. $1,565.00 716-05.20 BZ PAINTED PAVEMENT MARKING (6" LINE - BUFFER ZONE) L.M. $5,500.00 716-05.21 PAINTED PAVEMENT MARKING(4" DOTTED LINE) L.F. $1.05 716-05.22 PAINTED PAVEMENT MARKING (LONGITUDINAL CROSS-WALK) L.F. $16.00 716-05.23 PAINTED PAVEMENT MARKING(6" DOTTED LINE) 716-05.24 PAINTED PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $190.00 716-05.25 PAINTED PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) EACH $190.00 716-08.01 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.05 716-08.20 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $5,500.00 716-08.31 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $8,250.00 716-08.32 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.60 730-14.02 SAW SLOT L.F. $3.40 730-14.03 LOOP WIRE A-1 ADJUSTMENT OF CATCH BASIN A-2 ADJUSTMENT OF WATER VALVE EACH $250.00 A-3 ADJUSTMENT OF MANHOLE EACH $275.00 A-4 ADJUSTMENT OF STORM SEWER CURB INLET EACH $275.00 B-1 PLATE & ADJUSTMENT OF CATCH BASIN EACH $430.00 B-2 PLATE & ADJUSTMENT OF WATER VALVE EACH $400.00 B-3 PLATE & ADJUSTMENT OF MANHOLE EACH $430.00 B-4 REBUILD STORM SEWER CURB INLET EACH $765.00 C-1 PLATE ONLY - CATCH BASIN EACH $165.00 C-2 PLATE ONLY - WATER VALVE EACH $155.00 C-3 PLATE ONLY - MANHOLE EACH $165.00 SP-1 INSTALL & REMOVE PW SIGNS (BEGINNING AND END OF JOB = 1 EACH) EACH $400.00 SP-2 LANE CLOSURE PERMIT FEE (5-DAY) EACH $100.00 SP-3 LANE CLOSURE PERMIT FEE (1-DAY) EACH $100.00 SP-4 THERMOPLASIC "T" MARKINGS AT PARKING METERS EACH $52.10 SP-5 PAINTED "T" MARKINGS AT PARKING METERS EACH $32.00 SP-6 SITE PREPARATION SP-7 PERMIT ADMIN. FEE - PER PERMIT GG-8511 GG-8512 GG-PG100 L.F. L.F. EACH $1.05 $0.55 $275.00 S.Y. $3.00 EACH $35.00 GLASGRID - GG8511 S.Y. $10.00 GLASGRID - GG8512 S.Y. $19.75 GLASGRID - PG100 S.Y. $41.50 * THIS UPDATED COST SPREADSHEET REFLECTS THE FOLLOWING UPDATED ESCALATION/DE-ESCALATION LANGUAGE AS FOLLOWS: CONTRACTOR is eligible for annual escalation/de-escalation adjustments for non-bituminous items. The request for non-bituminous adjustment must be in accordance with the Producer Price Index (http://www.bls.gov/ppi/) and submitted to the Purchasing Agent by January 15th of each contract year for review. If approved, any such adjustment shall become effective by March 1st of each contract year prior to the issuance of a PO. This provision provides the method of adjustment for bituminous materials. The normal bid items in the contract covering the bituminous material shall remain the same, but the contract unit bid prices for these items will be adjusted to compensate for increases and decreases in the contractor's bituminous material cost in the following manner: Escalation/de-escalation adjustments for bituminous items shall be in accordance with Tennessee Department of Transportation Special Provision 109B (Exhibit B). A basic bituminous material index will be established by the Tennessee Department of Transportation prior to the time the bids are opened. This Basic Bituminous Material Index is the average of the current quotations on PG 64-22 from suppliers furnishing asphalt cement to contractors in the State of Tennessee. DocuSign Envelope ID: 9B5804BA-9F0A-4222-A80B-475CD63FBC4B Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Group 5, Resurfacing   Amendment/Acknowledgement Summary:  This amendment removes permit fee line items and   replaces it with standard permit fee reimbursement language as a result of Ordinance BL2016‐235;    adds the Iran Divestment Act Language.   Contract Number:  365339      Amendment/Acknowledgement Number:  1       Solicitation Number:  808210   Type of Contract/PO:   IDIQ Contract    Selection Method:  ITB   Contract Start Date:  08/10/2015   Contract Expiration Date:   Previous Estimated Contract Life Value:  $40,000,000.00   08/10/2015     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $40,000,000.00   Procurement Staff:  Terri Troup                  BAO Staff:  Department(s) Served: Public Works     Joe Ann Carr   Fund:  40016   BU:  42401016     Contractor Information  Contracting Firm:  Jones Bros. Contractors, LLC      Address 1:  2209 Crestmoor Rd.    Address 2:  Suite 210   City:  Nashville    State:  TN    Company Contact:  Josh Randall    Zip:  37215      Email Address:  jrandall@jonesbroscont.com   Phone #:  615‐864‐7388    E1#:  226229   Contract Signatory:  W. Andrew Wall    Email Address:  awall@jonesbroscont.com       Subcontractor Information  Small Business Program:  Small Business    Amount:  $281,700.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00         Revised 9/13/2016                DocuSign Envelope ID: 61723741-55F7-4297-B5E4-51C7F94BA7B7 MEGAN BARRY, MAYOR DEPARTMENT OF FINANCE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY March 29, 2017      Mr. Andrew Wall    Jones Brothers Contractors, LLC  2209 Crestmoor Rd., Suite 210  Nashville, TN 37215                   Re:  Revised Line Item Pricing for Contract # 365339      To whom it may concern:    The Metropolitan Government of Nashville and Davidson County has completed the review of the  revised updated pricing and has agreed to incorporate the attached Exhibit A ‐ Unit Prices into the  referenced Indefinite Delivery/Indefinite Quantity Contract.  This revised exhibit will go into effect once  both parties have signed below.    The Contract shall otherwise continue in full force and effect, pursuant to its terms.  There will be no  change to the original value of the Contract.      The Metropolitan Government of Nashville   and Davidson County:    ____________________________________  Office of the Purchasing Agent      ____________________________________  Date Signed      Procurement Division 730 Second Avenue South, Suite 112 P.O. Box 196300 Nashville, Tennessee 37219-6300 Contractor:  Jones Brothers Contractors, LLC  ____________________________________  Contracting Authority  ____________________________________  Date Signed  www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: 61723741-55F7-4297-B5E4-51C7F94BA7B7 CONTRACT 365339 - GROUP 5 RESURFACING - JONES BROS CONTRACTORS, LLC EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 203-05 UNDER- CUTTING C.Y. $40.00 208-01 SHOULDERS AND DITCHES L.M. $2,500.00 303-01 MINERAL AGGREGATE, TYPE A BASE, GRADING D TON $27.75 307-01.01 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING A TON $83.00 307-03.01 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING A TON $88.00 307-04.01 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING A TON $91.00 307-01.08 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING B-M2 TON $89.50 307-03.08 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING B-M2 TON $94.00 307-04.08 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING B-M2 TON $95.50 307-01.10 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING CW TON $84.00 307-01.15 ASC MIX (PG64-22) (BPMLC-HM) GRADING CS TON $93.00 402-01 BITUMINOUS MATERIAL FOR PRIME COAT (PC) TON $800.00 402-02 AGGREGATE MATERIAL FOR COVER TON $45.00 403-01 BITUMINOUS MATERIAL FOR TACK COAT (TC) TON $700.00 403-01 TTT-1 BITUMINOUS MATERIAL FOR TACK COAT (TC) ( TRACKLESS ) TON $900.00 411-01.11 ACS MIX (PG64-22) GRADING E ROADWAY TON $89.00 411-01.11 W ACS MIX (PG64-22) GRADING E ROADWAY ( WMA ) TON $89.00 411-03.10 ACS MIX (PG76-22) GRADING D ROADWAY TON $101.00 411-03.10 W ACS MIX (PG76-22) GRADING D ROADWAY ( WMA ) TON $101.00 411-03.12 ACS MIX(PG64-22) THIN LIFT D ASPHALT TON $107.50 411-04.10 ACS MIX (PG82-22) GRADING D TON $104.50 415-01.01 COLD PLANING BITUMINOUS PAVEMENT TON $28.00 415-01.01 KJ COLD PLANING BITUMINOUS PAVEMENT ( KEY JOINT ONLY ) L.F. $35.00 611-04.06 GRATE REPLACE TO MAKE BICYCLE SAFE EACH $490.00 712-01 TRAFFIC CONTROL EACH $3,000.00 712-06 SIGNS (CONSTRUCTION) S.F. $7.50 712-08.06 UNIFORMED POLICE OFFICER HR $75.00 713-16.02 CHANGEABLE MESSAGE SIGN UNIT DAY $210.00 716-02.01 PLASTIC PAVEMENT MARKING (4" LINE) L.M. $3,650.00 716-02.03 PLASTIC PAVEMENT MARKING (CROSS-WALK) L.F. $6.25 716-02.04 PLASTIC PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $31.25 716-02.05 PLASTIC PAVEMENT MARKING (STOP LINE) 716-02.06 PLASTIC PAVEMENT MARKING (TURN LANE ARROW) 716-02.09 PLASTIC PAVEMENT MARKING (LONGITUDINAL CROSSWALK) L.F. $31.25 716-02.10 PLASTIC PAVEMENT MARKINING (6" LINE) L.M. $5,210.00 $22,000.00 L.F. $21.00 EACH $210.00 716-02.10 BZ PLASTIC PAVEMENT MARKINING (6" LINE - BUFFER ZONE) L.M. 716-02.11 PLASTIC PAVEMENT MARKINING (6" DOTTED LINE) L.F. $3.15 716-02.14 PLASTIC PAVEMENT MARKINING (8" BARRIER LINE) L.F. $3.15 716-03.02 PLASTIC WORD PAVEMENT MARKING (R X R CROSSING LEGEND) EACH $525.00 716-03.09 PLASTIC WORD PAVEMENT MARKING (-- MPH) EACH $525.00 716-03.10 PLASTIC WORD PAVEMENT MARKING (WITHIN ROADWAY - PER LETTER) EACH $80.00 716-03.11 PLASTIC WORD PAVEMENT MARKING (WITHIN BIKE LANE - PER LETTER) EACH $80.00 716-04.01 PLASTIC PAVEMENT MARKING (STRAIGHT-TURN ARROW) EACH $420.00 716-04.02 PLASTIC PAVEMENT MARKING (DOUBLE TURNING ARROW) EACH $420.00 716-04.03 PLASTIC PAVEMENT MARKING (4" DOTTED LINE) 716-04.05 PLASTIC PAVEMENT MARKING (STRAIGHT ARROW) 716-04.13 PLASTIC PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $365.00 716-04.14 PLASTIC PAVEMENT MARKING (LANE REDUCTION ARROW) EACH $315.00 $365.00 L.F. EACH $2.10 $210.00 716-04.15 PLASTIC PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) EACH 716-04.17 PLASTIC PAVEMENT MARKING (YIELD SYMBOL) EACH 716-05.01 PAINTED PAVEMENT MARKING (4" LINE) 716-05.03 PAINTED PAVEMENT MARKING (CROSS-WALK) L.F. $3.15 716-05.04 PAINTED PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $15.65 716-05.05 PAINTED PAVEMENT MARKING (STOP LINE) 716-05.06 PAINTED PAVEMENT MARKING (TURN LANE ARROW) 716-05.08 PAINTED PAVEMENT MARKING (PARKING LINE) 716-05.09 PAINTED PAVEMENT MARKING(STRAIGHT-TURN ARROW) EACH $210.00 716-05.10 PAINTED PAVEMENT MARKING (RXR) EACH $315.00 716-05.11 PAINTED PAVEMENT MARKING(STRAIGHT ARROW) EACH $105.00 716-05.12 PAINTED PAVEMENT MARKING(LANE REDUCTION ARROW) EACH $160.00 716-05.20 PAINTED PAVEMENT MARKING (6" LINE) L.M. $52.10 $1,600.00 L.F. $10.50 EACH $105.00 L.F. L.M. $1.00 $1,565.00 DocuSign Envelope ID: 61723741-55F7-4297-B5E4-51C7F94BA7B7 CONTRACT 365339 - GROUP 5 RESURFACING - JONES BROS CONTRACTORS, LLC EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 716-05.20 BZ PAINTED PAVEMENT MARKING (6" LINE - BUFFER ZONE) L.M. 716-05.21 PAINTED PAVEMENT MARKING(4" DOTTED LINE) L.F. $1.05 716-05.22 PAINTED PAVEMENT MARKING (LONGITUDINAL CROSS-WALK) L.F. $16.00 716-05.23 PAINTED PAVEMENT MARKING(6" DOTTED LINE) 716-05.24 PAINTED PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $190.00 716-05.25 PAINTED PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) EACH $190.00 716-08.01 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.05 716-08.20 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $5,500.00 716-08.31 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $8,250.00 716-08.32 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.60 730-14.02 SAW SLOT L.F. $3.40 730-14.03 LOOP WIRE A-1 ADJUSTMENT OF CATCH BASIN EACH $275.00 A-2 ADJUSTMENT OF WATER VALVE EACH $250.00 A-3 ADJUSTMENT OF MANHOLE EACH $275.00 A-4 ADJUSTMENT OF STORM SEWER CURB INLET EACH $275.00 B-1 PLATE & ADJUSTMENT OF CATCH BASIN EACH $430.00 B-2 PLATE & ADJUSTMENT OF WATER VALVE EACH $400.00 B-3 PLATE & ADJUSTMENT OF MANHOLE EACH $430.00 B-4 REBUILD STORM SEWER CURB INLET EACH $765.00 C-1 PLATE ONLY - CATCH BASIN EACH $165.00 C-2 PLATE ONLY - WATER VALVE EACH $155.00 C-3 PLATE ONLY - MANHOLE EACH $165.00 SP-1 INSTALL & REMOVE PW SIGNS (BEGINNING AND END OF JOB = 1 EACH) EACH $400.00 SP-2 LANE CLOSURE PERMIT FEE (5-DAY) EACH $100.00 SP-3 LANE CLOSURE PERMIT FEE (1-DAY) EACH $100.00 SP-4 THERMOPLASIC "T" MARKINGS AT PARKING METERS EACH $52.10 SP-5 PAINTED "T" MARKINGS AT PARKING METERS EACH $32.00 SP-6 SITE PREPARATION SP-7 PERMIT ADMIN. FEE - PER PERMIT GG-8511 GG-8512 GG-PG100 L.F. L.F. $5,500.00 $1.05 $0.55 S.Y. $3.00 EACH $35.00 GLASGRID - GG8511 S.Y. $10.00 GLASGRID - GG8512 S.Y. $19.75 GLASGRID - PG100 S.Y. $41.50 * THIS UPDATED COST SPREADSHEET REFLECTS THE FOLLOWING UPDATED ESCALATION/DE-ESCALATION LANGUAGE AS FOLLOWS: CONTRACTOR is eligible for annual escalation/de-escalation adjustments for non-bituminous items. The request for non-bituminous adjustment must be in accordance with the Producer Price Index (http://www.bls.gov/ppi/) and submitted to the Purchasing Agent by January 15th of each contract year for review. If approved, any such adjustment shall become effective by March 1st of each contract year prior to the issuance of a PO. This provision provides the method of adjustment for bituminous materials. The normal bid items in the contract covering the bituminous material shall remain the same, but the contract unit bid prices for these items will be adjusted to compensate for increases and decreases in the contractor's bituminous material cost in the following manner: Escalation/de-escalation adjustments for bituminous items shall be in accordance with Tennessee Department of Transportation Special Provision 109B (Exhibit B). A basic bituminous material index will be established by the Tennessee Department of Transportation prior to the time the bids are opened. This Basic Bituminous Material Index is the average of the current quotations on PG 64-22 from suppliers furnishing asphalt cement to contractors in the State of Tennessee. DocuSign Envelope ID: F6D6D8BB-970E-4500-97A5-D923AC432F03 MEGAN BARRY, MAYOR DEPARTMENT OF FINANCE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY March 28, 2017      Mr. Rick Turner  Rogers Group, Inc.  2124 Nashville Pike  Gallatin, TN 37066                  Re:  Revised Line Item Pricing for Contract # 367605      To whom it may concern:    The Metropolitan Government of Nashville and Davidson County has completed the review of the  revised updated pricing and has agreed to incorporate the attached Exhibit A ‐ Unit Prices into the  referenced Indefinite Delivery/Indefinite Quantity Contract.  This revised exhibit will go into effect once  both parties have signed below.    The Contract shall otherwise continue in full force and effect, pursuant to its terms.  There will be no  change to the original value of the Contract.      The Metropolitan Government of Nashville   and Davidson County:    ____________________________________  Office of the Purchasing Agent      ____________________________________  Date Signed      Procurement Division 730 Second Avenue South, Suite 112 P.O. Box 196300 Nashville, Tennessee 37219-6300 Contractor:  Rogers Group, Inc.  ____________________________________  Contracting Authority  ____________________________________  Date Signed  www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: F6D6D8BB-970E-4500-97A5-D923AC432F03 CONTRACT 367605 - GROUP 1 RESURFACING - ROGERS GROUP, INC. EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 203-05 UNDER- CUTTING C.Y. $58.00 208-01 SHOULDERS AND DITCHES L.M. $2,850.00 303-01 MINERAL AGGREGATE, TYPE A BASE, GRADING D TON $30.00 307-01.01 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING A TON $81.00 307-03.01 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING A TON $82.00 307-04.01 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING A TON $86.00 307-01.08 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING B-M2 TON $83.50 307-03.08 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING B-M2 TON $85.00 307-04.08 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING B-M2 TON $88.00 307-01.10 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING CW TON $84.00 307-01.15 ASC MIX (PG64-22) (BPMLC-HM) GRADING CS TON $90.00 402-01 BITUMINOUS MATERIAL FOR PRIME COAT (PC) TON $775.00 402-02 AGGREGATE MATERIAL FOR COVER TON $30.00 403-01 BITUMINOUS MATERIAL FOR TACK COAT (TC) TON $700.00 403-01 TTT-1 BITUMINOUS MATERIAL FOR TACK COAT (TC) ( TRACKLESS ) TON $900.00 411-01.11 ACS MIX (PG64-22) GRADING E ROADWAY TON $85.50 411-01.11 W ACS MIX (PG64-22) GRADING E ROADWAY ( WMA ) TON $85.50 411-03.10 ACS MIX (PG76-22) GRADING D ROADWAY TON $97.50 411-03.10 W ACS MIX (PG76-22) GRADING D ROADWAY ( WMA ) TON $97.50 411-03.12 ACS MIX(PG64-22) THIN LIFT D ASPHALT TON $105.00 411-04.10 ACS MIX (PG82-22) GRADING D TON $98.50 415-01.01 COLD PLANING BITUMINOUS PAVEMENT TON $30.00 415-01.01 KJ COLD PLANING BITUMINOUS PAVEMENT ( KEY JOINT ONLY ) L.F. $37.00 611-04.06 GRATE REPLACE TO MAKE BICYCLE SAFE EACH $480.00 712-01 TRAFFIC CONTROL EACH $2,200.00 712-06 SIGNS (CONSTRUCTION) S.F. $7.45 712-08.06 UNIFORMED POLICE OFFICER HR $75.00 713-16.02 CHANGEABLE MESSAGE SIGN UNIT DAY $180.00 716-02.01 PLASTIC PAVEMENT MARKING (4" LINE) L.M. $3,550.00 716-02.03 PLASTIC PAVEMENT MARKING (CROSS-WALK) L.F. $6.50 716-02.04 PLASTIC PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $31.00 716-02.05 PLASTIC PAVEMENT MARKING (STOP LINE) 716-02.06 PLASTIC PAVEMENT MARKING (TURN LANE ARROW) L.F. $21.00 EACH $210.00 716-02.09 PLASTIC PAVEMENT MARKING (LONGITUDINAL CROSSWALK) L.F. $31.00 716-02.10 PLASTIC PAVEMENT MARKINING (6" LINE) L.M. $5,250.00 716-02.10 BZ PLASTIC PAVEMENT MARKINING (6" LINE - BUFFER ZONE) L.M. $22,000.00 716-02.11 PLASTIC PAVEMENT MARKINING (6" DOTTED LINE) L.F. $3.15 716-02.14 PLASTIC PAVEMENT MARKINING (8" BARRIER LINE) L.F. 716-03.02 PLASTIC WORD PAVEMENT MARKING (R X R CROSSING LEGEND) $3.15 EACH $525.00 716-03.09 PLASTIC WORD PAVEMENT MARKING (-- MPH) EACH $525.00 716-03.10 PLASTIC WORD PAVEMENT MARKING (WITHIN ROADWAY - PER LETTER) EACH $80.00 716-03.11 PLASTIC WORD PAVEMENT MARKING (WITHIN BIKE LANE - PER LETTER) EACH $80.00 716-04.01 PLASTIC PAVEMENT MARKING (STRAIGHT-TURN ARROW) EACH $400.00 716-04.02 PLASTIC PAVEMENT MARKING (DOUBLE TURNING ARROW) EACH $400.00 716-04.03 PLASTIC PAVEMENT MARKING (4" DOTTED LINE) 716-04.05 PLASTIC PAVEMENT MARKING (STRAIGHT ARROW) EACH $200.00 716-04.13 PLASTIC PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $350.00 716-04.14 PLASTIC PAVEMENT MARKING (LANE REDUCTION ARROW) EACH $300.00 716-04.15 PLASTIC PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) EACH $350.00 716-04.17 PLASTIC PAVEMENT MARKING (YIELD SYMBOL) EACH 716-05.01 PAINTED PAVEMENT MARKING (4" LINE) 716-05.03 PAINTED PAVEMENT MARKING (CROSS-WALK) L.F. $3.00 716-05.04 PAINTED PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $15.00 L.F. L.M. $2.00 $50.00 $1,500.00 DocuSign Envelope ID: F6D6D8BB-970E-4500-97A5-D923AC432F03 716-05.05 PAINTED PAVEMENT MARKING (STOP LINE) 716-05.06 PAINTED PAVEMENT MARKING (TURN LANE ARROW) 716-05.08 PAINTED PAVEMENT MARKING (PARKING LINE) 716-05.09 PAINTED PAVEMENT MARKING(STRAIGHT-TURN ARROW) L.F. $10.00 EACH $100.00 L.F. $0.50 EACH $200.00 716-05.10 PAINTED PAVEMENT MARKING (RXR) EACH $300.00 716-05.11 PAINTED PAVEMENT MARKING(STRAIGHT ARROW) EACH $100.00 716-05.12 PAINTED PAVEMENT MARKING(LANE REDUCTION ARROW) EACH 716-05.20 PAINTED PAVEMENT MARKING (6" LINE) L.M. $1,500.00 $5,280.00 $150.00 716-05.20 BZ PAINTED PAVEMENT MARKING (6" LINE - BUFFER ZONE) L.M. 716-05.21 PAINTED PAVEMENT MARKING(4" DOTTED LINE) L.F. $1.00 716-05.22 PAINTED PAVEMENT MARKING (LONGITUDINAL CROSS-WALK) L.F. $15.00 716-05.23 PAINTED PAVEMENT MARKING(6" DOTTED LINE) 716-05.24 PAINTED PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH L.F. $175.00 $1.00 716-05.25 PAINTED PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) EACH $175.00 716-08.01 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.00 716-08.20 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $5,280.00 716-08.31 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $7,920.00 716-08.32 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.50 730-14.02 SAW SLOT L.F. $3.32 730-14.03 LOOP WIRE A-1 ADJUSTMENT OF CATCH BASIN A-2 ADJUSTMENT OF WATER VALVE EACH $245.00 A-3 ADJUSTMENT OF MANHOLE EACH $265.00 A-4 ADJUSTMENT OF STORM SEWER CURB INLET EACH $265.00 B-1 PLATE & ADJUSTMENT OF CATCH BASIN EACH $415.00 B-2 PLATE & ADJUSTMENT OF WATER VALVE EACH $385.00 B-3 PLATE & ADJUSTMENT OF MANHOLE EACH $415.00 B-4 REBUILD STORM SEWER CURB INLET EACH $745.00 C-1 PLATE ONLY - CATCH BASIN EACH $495.00 C-2 PLATE ONLY - WATER VALVE EACH $165.00 C-3 PLATE ONLY - MANHOLE EACH $165.00 SP-1 INSTALL & REMOVE PW SIGNS (BEGINNING AND END OF JOB = 1 EACH) EACH $375.00 SP-2 LANE CLOSURE PERMIT FEE (5-DAY) EACH $75.00 SP-3 LANE CLOSURE PERMIT FEE (1-DAY) EACH $75.00 SP-4 THERMOPLASIC "T" MARKINGS AT PARKING METERS EACH $52.00 SP-5 PAINTED "T" MARKINGS AT PARKING METERS EACH $31.00 SP-6 SITE PREPARATION SP-7 PERMIT ADMIN. FEE - PER PERMIT GG-8511 GG-8512 GG-PG100 L.F. EACH $0.51 $265.00 S.Y. $3.50 EACH $35.00 GLASGRID - GG8511 S.Y. $14.00 GLASGRID - GG8512 S.Y. $25.00 GLASGRID - PG100 S.Y. $60.00 * THIS UPDATED COST SPREADSHEET REFLECTS THE FOLLOWING UPDATED ESCALATION/DE-ESCALATION LANGUAGE AS FOLLOWS: CONTRACTOR is eligible for annual escalation/de-escalation adjustments for non-bituminous items. The request for non-bituminous adjustment must be in accordance with the Producer Price Index (http://www.bls.gov/ppi/) and submitted to the Purchasing Agent by January 15th of each contract year for review. If approved, any such adjustment shall become effective by March 1st of each contract year prior to the issuance of a PO. This provision provides the method of adjustment for bituminous materials. The normal bid items in the contract covering the bituminous material shall remain the same, but the contract unit bid prices for these items will be adjusted to compensate for increases and decreases in the contractor's bituminous material cost in the following manner: Escalation/de-escalation adjustments for bituminous items shall be in accordance with Tennessee Department of Transportation Special Provision 109B (Exhibit B). A basic bituminous material index will be established by the Tennessee Department of Transportation prior to the time the bids are opened. This Basic Bituminous Material Index is the average of the current quotations on PG 64-22 from suppliers furnishing asphalt cement to contractors in the State of Tennessee. DocuSign Envelope ID: FE380ABB-9429-47C4-8565-8121524595CF Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Cement Lining Rehabilitation   Amendment/Acknowledgement Summary:  This amendment removes permit fee line items and   replaces it with standard permit fee reimbursement language as a result of Ordinance BL2016‐235;    adds the Iran Divestment Act Language.   Contract Number:  369729      Amendment/Acknowledgement Number:  1       Solicitation Number:  808212   Type of Contract/PO:   IDIQ Contract    Selection Method:  RFP   Contract Start Date:  10/14/2015   Contract Expiration Date:   Previous Estimated Contract Life Value:  $1,500,000.00   10/13/2020     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $1,500,000.00   Procurement Staff:    Terri Troup                  BAO Staff:  Department(s) Served: Public Works   Joe Ann Carr   Fund:  40016   BU:  42401016     Contractor Information  Contracting Firm:  C.K. Masonry Co., Inc      Address 1:  P.O. Box 23335    Address 2:              City:  Nashville    State:  TN    Company Contact:  Kurt Koehn    Zip:  37202      Email Address:  kurtkoehn@ckmasonry.com   Phone #:  615‐665‐4800    E1#:  171125   Contract Signatory:  Kurt W. Koehn    Email Address:  kurtkoehn@ckmasonry.com       Subcontractor Information  Small Business Program:  Small Business    Amount:  $1,478,400.00   Procurement Nondiscrimination Program:  MWBE Participation    Amount:  $21,600.00     Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00       Revised 9/13/2016                DocuSign Envelope ID: 6D788F9D-5A13-4397-9837-5FF46B434B72 Amendment/Acknowledgement Abstract Amendment/Acknowledgement Information Contract Title: Provision of Professional Services to Ryan White Part A Clients Amendment/Acknowledgement Summary: Adds new grant budget for 2017/2018, modifies invoicing timeframe to the 15th day of the month, federal requirement language added to contract terms, and a few minor changes made to the original contract terms. Contract Number: 379959 Amendment/Acknowledgement Number: 1 Solicitation Number: 649966 Type of Contract/PO: Multi-Year Contract Selection Method: RFP Contract Start Date: 3/1/2015 Contract Expiration Date: 2/29/2020 Previous Estimated Contract Life Value: $4,327,600.00 Amendment/Acknowledgement Value: $0.00 New Estimated Contract Life Value: $4,327,600.00 Procurement Staff: Kevin Edwards Department(s) Served: Health BAO Staff: Fund: 32200 Michelle Lane BU: 38351137 Contractor Information Contracting Firm: Vanderbilt University Medical Center (VUMC) Address 1: 1161 21st Avenue South Address 2: D-3300 Medical Center North City: Nashville State: TN Company Contact: John Plummer Zip: 37232 Email Address: john.p.plummer@vanderbilt.edu Phone #: 615-343-2667 E1#: 243685 Contract Signatory: C. Wright Pinson, MD, MBA, Deputy CEO Email Address: john.p.plummer@vanderbilt.edu Subcontractor Information Small Business Program: No SBE/SDV participation Amount: $0.00 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Revised 9/13/2016 DocuSign Envelope ID: 036740EE-34D1-4F40-82A3-B42F029BBC6A Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Provide Event & In‐house Security/Staffing Services   Amendment/Acknowledgement Summary:  This assignment amendment changes the company name   from Universal Protection Service, LLC. to Universal Protection Service, LLC. dba Allied Universal   Protection Services, LLC.  The old contract # 372253 has been retired and replaced with the newly   assigned contract # 400264.  All terms and conditions from the original contract shall continue to   apply.  This amendment also adds the Iran Divestment Act Language.   Contract Number:  400264 (Old Contract 372253)      Amendment/Acknowledgement Number:  1     Solicitation Number:  808225   Type of Contract/PO:   Other    Selection Method:  RFP   Contract Start Date:  11/7/2014   Contract Expiration Date:   11/6/2019   Previous Estimated Contract Life Value:  $907,500.00 Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $907,500.00 Procurement Staff:  Terri Troup                  BAO Staff:  Department(s) Served: Public Works   Bryan Gleason   Fund:  60161   BU:  61501510   Contractor Information  Contracting Firm:  Universal Protection Service, LLC. dba Allied Universal Security Services    Address 1:  161 Washington Street, Suite 600    Address 2:            City:  Conshohocken    State:  PA    Company Contact:  Brett Patterson    Phone #:  484‐351‐1436    Contract Signatory:  Brett Patterson    Zip:  19428    Email Address:  Brett.Patterson@aus.com   E1#:  285196   Email Address:  Brett.Patterson@aus.com   Subcontractor Information  Small Business Program:  No SBE/SDV participation    Amount:  $0.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00 Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00 Revised 9/13/2016 DocuSign Envelope ID: D0511761-A484-47E7-8344-FBABC6867B7A Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Group 4 Resurfacing   Amendment/Acknowledgement Summary:  This assignment amendment changes the company name   from Lojac Enterprises, Inc. to Vulcan Materials Company dba Vulcan Construction Materials, LLC due   to a corporate acquisition.  The old contract # 367301 has been retired and replaced with the newly   assigned contract # 402211.  All terms and conditions from the original contract shall continue to   apply.  This amendment also removes permit fee line items and replaces it with standard permit fee   reimbursement language as a result of Ordinance BL2016‐235;  adds the Iran Divestment Act   Language.   Contract Number:  402210 (Old Contract 368411)      Amendment/Acknowledgement Number:  1       Solicitation Number:  808225   Type of Contract/PO:   IDIQ Contract    Selection Method:  ITB   Contract Start Date:  09/09/2015   Contract Expiration Date:   Previous Estimated Contract Life Value:  $40,000,000.00   09/08/2020     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $40,000,000.00   Procurement Staff:  Terri Troup                  BAO Staff:  Department(s) Served: Public Works     Bryan Gleason   Fund:  40016   BU:  42402016     Contractor Information  Contracting Firm:  Vulcan Construction Materials, LLC      Address 1:  P.O. Box 385014    Address 2:              City:  Birmingham    State:  AL    Company Contact:  T.J. Dixon    Zip:  35238‐5014     Email Address:  dixont@vmcmail.com   Phone #:  615‐902‐6296    E1#:  285196   Contract Signatory:  Ciaran Brennan    Email Address:  brennanc@vmcmail.com       Subcontractor Information  Small Business Program:  Small Business    Amount:  $4,000,000.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00         Revised 9/13/2016                DocuSign Envelope ID: D8D33143-F8D2-4209-9935-5A615B305380 MEGAN BARRY, MAYOR DEPARTMENT OF FINANCE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY March 29, 2017      Mr.  Ciaran Brennan  Vulcan Construction Materials, LLC  P.O. Box 385014  Birmingham, AL 35238‐5014                  Re:  Revised Line Item Pricing for Contract # 402210      To whom it may concern:    The Metropolitan Government of Nashville and Davidson County has completed the review of the  revised updated pricing and has agreed to incorporate the attached Exhibit A ‐ Unit Prices into the  referenced Indefinite Delivery/Indefinite Quantity Contract.  This revised exhibit will go into effect once  both parties have signed below.    The Contract shall otherwise continue in full force and effect, pursuant to its terms.  There will be no  change to the original value of the Contract.      The Metropolitan Government of Nashville   and Davidson County:    ____________________________________  Office of the Purchasing Agent      ____________________________________  Date Signed      Procurement Division 730 Second Avenue South, Suite 112 P.O. Box 196300 Nashville, Tennessee 37219-6300 Contractor:  Vulcan Construction Materials, LLC  ____________________________________  Contracting Authority  ____________________________________  Date Signed  www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: D8D33143-F8D2-4209-9935-5A615B305380 CONTRACT 402210 - GROUP 4 RESURFACING - VULCAN MATERIALS CO. EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 203-05 UNDER- CUTTING C.Y. $45.00 208-01 SHOULDERS AND DITCHES L.M. $2,500.00 303-01 MINERAL AGGREGATE, TYPE A BASE, GRADING D TON $25.00 307-01.01 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING A TON $85.00 307-03.01 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING A TON $90.00 307-04.01 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING A TON $92.50 307-01.08 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING B-M2 TON $86.00 307-03.08 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING B-M2 TON $91.00 307-04.08 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING B-M2 TON $93.50 307-01.10 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING CW TON $86.00 307-01.15 ASC MIX (PG64-22) (BPMLC-HM) GRADING CS TON $90.50 402-01 BITUMINOUS MATERIAL FOR PRIME COAT (PC) TON $800.00 402-02 AGGREGATE MATERIAL FOR COVER TON $45.00 403-01 BITUMINOUS MATERIAL FOR TACK COAT (TC) TON $700.00 403-01 TTT-1 411-01.11 BITUMINOUS MATERIAL FOR TACK COAT (TC) ( TRACKLESS ) TON $1,025.00 ACS MIX (PG64-22) GRADING E ROADWAY TON $86.00 411-01.11 W 411-03.10 ACS MIX (PG64-22) GRADING E ROADWAY ( WMA ) TON $86.00 ACS MIX (PG76-22) GRADING D ROADWAY TON $95.50 411-03.10 W ACS MIX (PG76-22) GRADING D ROADWAY ( WMA ) TON $95.50 411-03.12 ACS MIX(PG64-22) THIN LIFT D ASPHALT TON $100.00 411-04.10 ACS MIX (PG82-22) GRADING D TON $96.25 415-01.01 COLD PLANING BITUMINOUS PAVEMENT TON $27.50 415-01.01 KJ 611-04.06 COLD PLANING BITUMINOUS PAVEMENT ( KEY JOINT ONLY ) GRATE REPLACE TO MAKE BICYCLE SAFE L.F. $60.00 EACH $484.10 712-01 TRAFFIC CONTROL EACH $2,000.00 712-06 SIGNS (CONSTRUCTION) S.F. $9.50 712-08.06 UNIFORMED POLICE OFFICER HR $100.00 713-16.02 CHANGEABLE MESSAGE SIGN UNIT DAY $135.00 716-02.01 PLASTIC PAVEMENT MARKING (4" LINE) L.M. $3,605.00 716-02.03 PLASTIC PAVEMENT MARKING (CROSS-WALK) L.F. $6.25 716-02.04 PLASTIC PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $31.00 716-02.05 PLASTIC PAVEMENT MARKING (STOP LINE) 716-02.06 PLASTIC PAVEMENT MARKING (TURN LANE ARROW) 716-02.09 PLASTIC PAVEMENT MARKING (LONGITUDINAL CROSSWALK) L.F. $31.00 716-02.10 PLASTIC PAVEMENT MARKINING (6" LINE) L.M. $5,150.00 716-02.10 BZ PLASTIC PAVEMENT MARKINING (6" LINE - BUFFER ZONE) PLASTIC PAVEMENT MARKINING (6" DOTTED LINE) L.M. $21,753.75 716-02.11 L.F. $3.10 716-02.14 PLASTIC PAVEMENT MARKINING (8" BARRIER LINE) L.F. $3.10 716-03.02 PLASTIC WORD PAVEMENT MARKING (R X R CROSSING LEGEND) EACH $515.00 716-03.09 PLASTIC WORD PAVEMENT MARKING (-- MPH) EACH $515.00 716-03.10 PLASTIC WORD PAVEMENT MARKING (WITHIN ROADWAY - PER LETTER) EACH $77.25 716-03.11 PLASTIC WORD PAVEMENT MARKING (WITHIN BIKE LANE - PER LETTER) EACH $77.25 716-04.01 PLASTIC PAVEMENT MARKING (STRAIGHT-TURN ARROW) EACH $412.00 716-04.02 PLASTIC PAVEMENT MARKING (DOUBLE TURNING ARROW) EACH $412.00 716-04.03 PLASTIC PAVEMENT MARKING (4" DOTTED LINE) 716-04.05 PLASTIC PAVEMENT MARKING (STRAIGHT ARROW) 716-04.13 PLASTIC PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $360.50 716-04.14 PLASTIC PAVEMENT MARKING (LANE REDUCTION ARROW) EACH $309.00 716-04.15 PLASTIC PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) PLASTIC PAVEMENT MARKING (YIELD SYMBOL) EACH $360.50 716-04.17 EACH 716-05.01 PAINTED PAVEMENT MARKING (4" LINE) 716-05.03 PAINTED PAVEMENT MARKING (CROSS-WALK) L.F. $3.10 716-05.04 PAINTED PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $15.50 716-05.05 PAINTED PAVEMENT MARKING (STOP LINE) 716-05.06 PAINTED PAVEMENT MARKING (TURN LANE ARROW) 716-05.08 PAINTED PAVEMENT MARKING (PARKING LINE) 716-05.09 PAINTED PAVEMENT MARKING(STRAIGHT-TURN ARROW) EACH $206.00 716-05.10 PAINTED PAVEMENT MARKING (RXR) EACH $309.00 716-05.11 PAINTED PAVEMENT MARKING(STRAIGHT ARROW) EACH $103.00 716-05.12 PAINTED PAVEMENT MARKING(LANE REDUCTION ARROW) EACH $154.50 L.F. $20.75 EACH $206.00 L.F. EACH L.M. $2.10 $206.00 $51.50 $1,545.00 L.F. $10.50 EACH $103.00 L.F. $0.55 DocuSign Envelope ID: D8D33143-F8D2-4209-9935-5A615B305380 CONTRACT 402210 - GROUP 4 RESURFACING - VULCAN MATERIALS CO. EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 716-05.20 PAINTED PAVEMENT MARKING (6" LINE) L.M. $1,545.00 716-05.20 BZ PAINTED PAVEMENT MARKING (6" LINE - BUFFER ZONE) L.M. $5,438.50 716-05.21 PAINTED PAVEMENT MARKING(4" DOTTED LINE) L.F. $1.05 716-05.22 PAINTED PAVEMENT MARKING (LONGITUDINAL CROSS-WALK) L.F. $15.50 716-05.23 PAINTED PAVEMENT MARKING(6" DOTTED LINE) 716-05.24 PAINTED PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $180.25 716-05.25 PAINTED PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) EACH $180.25 716-08.01 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.05 716-08.20 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $5,438.50 716-08.31 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $8,157.75 716-08.32 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.55 730-14.02 SAW SLOT L.F. $3.35 730-14.03 LOOP WIRE A-1 ADJUSTMENT OF CATCH BASIN A-2 ADJUSTMENT OF WATER VALVE EACH $247.25 A-3 ADJUSTMENT OF MANHOLE EACH $267.75 A-4 ADJUSTMENT OF STORM SEWER CURB INLET EACH $267.75 B-1 PLATE & ADJUSTMENT OF CATCH BASIN EACH $422.25 B-2 PLATE & ADJUSTMENT OF WATER VALVE EACH $391.50 B-3 PLATE & ADJUSTMENT OF MANHOLE EACH $422.25 B-4 REBUILD STORM SEWER CURB INLET EACH $752.00 C-1 PLATE ONLY - CATCH BASIN EACH $158.50 C-2 PLATE ONLY - WATER VALVE EACH $147.75 C-3 PLATE ONLY - MANHOLE EACH $158.50 SP-1 INSTALL & REMOVE PW SIGNS (BEGINNING AND END OF JOB = 1 EACH) EACH $450.00 SP-2 LANE CLOSURE PERMIT FEE (5-DAY) EACH $100.00 SP-3 LANE CLOSURE PERMIT FEE (1-DAY) EACH $100.00 SP-4 THERMOPLASIC "T" MARKINGS AT PARKING METERS EACH $51.50 SP-5 PAINTED "T" MARKINGS AT PARKING METERS EACH $31.00 SP-6 SITE PREPARATION SP-7 PERMIT ADMIN. FEE - PER PERMIT GG-8511 GG-8512 GG-PG100 L.F. L.F. EACH $1.05 $0.55 $267.75 S.Y. $3.50 EACH $40.00 GLASGRID - GG8511 S.Y. $43.00 GLASGRID - GG8512 S.Y. $76.00 GLASGRID - PG100 S.Y. $237.00 * THIS UPDATED COST SPREADSHEET REFLECTS THE FOLLOWING UPDATED ESCALATION/DE-ESCALATION LANGUAGE AS FOLLOWS: CONTRACTOR is eligible for annual escalation/de-escalation adjustments for non-bituminous items. The request for non-bituminous adjustment must be in accordance with the Producer Price Index (http://www.bls.gov/ppi/) and submitted to the Purchasing Agent by January 15th of each contract year for review. If approved, any such adjustment shall become effective by March 1st of each contract year prior to the issuance of a PO. This provision provides the method of adjustment for bituminous materials. The normal bid items in the contract covering the bituminous material shall remain the same, but the contract unit bid prices for these items will be adjusted to compensate for increases and decreases in the contractor's bituminous material cost in the following manner: Escalation/de-escalation adjustments for bituminous items shall be in accordance with Tennessee Department of Transportation Special Provision 109B (Exhibit B). A basic bituminous material index will be established by the Tennessee Department of Transportation prior to the time the bids are opened. This Basic Bituminous Material Index is the average of the current quotations on PG 64-22 from suppliers furnishing asphalt cement to contractors in the State of Tennessee. DocuSign Envelope ID: EFEDC06E-095A-4D8F-8595-A334C509D61D Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Group 2 Resurfacing   Amendment/Acknowledgement Summary:  This assignment amendment changes the company name   from Lojac Enterprises, Inc. to Vulcan Materials Company dba Vulcan Construction Materials, LLC due   to a corporate acquisition.  The old contract # 367301 has been retired and replaced with the newly   assigned contract # 402211.  All terms and conditions from the original contract shall continue to   apply.  This amendment also removes permit fee line items and replaces it with standard permit fee   reimbursement language as a result of Ordinance BL2016‐235;  adds the Iran Divestment Act   Language.   Contract Number:  402211 (Old Contract 367301)      Amendment/Acknowledgement Number:  1       Solicitation Number:  808223   Type of Contract/PO:   IDIQ Contract    Selection Method:  ITB   Contract Start Date:  08/31/2015   Contract Expiration Date:   Previous Estimated Contract Life Value:  $40,000,000.00   08/30/2020     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $40,000,000.00   Procurement Staff:  Terri Troup                  BAO Staff:  Department(s) Served: Public Works     Bryan Gleason   Fund:  40016   BU:  42402016     Contractor Information  Contracting Firm:  Vulcan Construction Materials, LLC      Address 1:  P.O. Box 385014    Address 2:              City:  Birmingham    State:  AL    Company Contact:  T.J. Dixon    Zip:  35238‐5014     Email Address:  dixont@vmcmail.com   Phone #:  615‐902‐6296    E1#:  285196   Contract Signatory:  Ciaran Brennan    Email Address:  brennanc@vmcmail.com       Subcontractor Information  Small Business Program:  Small Business    Amount:  $4,000,000.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00         Revised 9/13/2016                DocuSign Envelope ID: D1B4452E-996D-4089-B2C7-D6FA0B1B65B1 MEGAN BARRY, MAYOR DEPARTMENT OF FINANCE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY March 29, 2017      Mr.  Ciaran Brennan  Vulcan Construction Materials, LLC  P.O. Box 385014  Birmingham, AL 35238‐5014                  Re:  Revised Line Item Pricing for Contract # 402211      To whom it may concern:    The Metropolitan Government of Nashville and Davidson County has completed the review of the  revised updated pricing and has agreed to incorporate the attached Exhibit A ‐ Unit Prices into the  referenced Indefinite Delivery/Indefinite Quantity Contract.  This revised exhibit will go into effect once  both parties have signed below.    The Contract shall otherwise continue in full force and effect, pursuant to its terms.  There will be no  change to the original value of the Contract.      The Metropolitan Government of Nashville   and Davidson County:    ____________________________________  Office of the Purchasing Agent      ____________________________________  Date Signed      Procurement Division 730 Second Avenue South, Suite 112 P.O. Box 196300 Nashville, Tennessee 37219-6300 Contractor:  Vulcan Construction Materials, LLC  ____________________________________  Contracting Authority  ____________________________________  Date Signed  www.Nashville.gov Phone: 615-862-6180 Fax: 615-862-6179 DocuSign Envelope ID: D1B4452E-996D-4089-B2C7-D6FA0B1B65B1 CONTRACT 402211 - GROUP 2 RESURFACING - VULCAN MATERIALS CO. EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 203-05 UNDER- CUTTING C.Y. $45.00 208-01 SHOULDERS AND DITCHES L.M. $2,500.00 303-01 MINERAL AGGREGATE, TYPE A BASE, GRADING D TON $27.50 307-01.01 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING A TON $80.00 307-03.01 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING A TON $85.00 307-04.01 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING A TON $87.50 307-01.08 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING B-M2 TON $82.00 307-03.08 ASPHALT CONCRETE MIX (PG76-22) (BPMB-HM) GRADING B-M2 TON $87.00 307-04.08 ASPHALT CONCRETE MIX (PG82-22) (BPMB-HM) GRADING B-M2 TON $88.50 307-01.10 ASPHALT CONCRETE MIX (PG64-22) (BPMB-HM) GRADING CW TON $86.00 307-01.15 ASC MIX (PG64-22) (BPMLC-HM) GRADING CS TON $90.00 402-01 BITUMINOUS MATERIAL FOR PRIME COAT (PC) TON $800.00 402-02 AGGREGATE MATERIAL FOR COVER TON $45.00 403-01 BITUMINOUS MATERIAL FOR TACK COAT (TC) TON $700.00 403-01 TTT-1 411-01.11 BITUMINOUS MATERIAL FOR TACK COAT (TC) ( TRACKLESS ) TON $1,075.00 ACS MIX (PG64-22) GRADING E ROADWAY TON $86.00 411-01.11 W 411-03.10 ACS MIX (PG64-22) GRADING E ROADWAY ( WMA ) TON $86.00 ACS MIX (PG76-22) GRADING D ROADWAY TON $98.00 411-03.10 W ACS MIX (PG76-22) GRADING D ROADWAY ( WMA ) TON $98.00 411-03.12 ACS MIX(PG64-22) THIN LIFT D ASPHALT TON $100.00 411-04.10 ACS MIX (PG82-22) GRADING D TON $98.75 415-01.01 COLD PLANING BITUMINOUS PAVEMENT TON $27.50 415-01.01 KJ 611-04.06 COLD PLANING BITUMINOUS PAVEMENT ( KEY JOINT ONLY ) GRATE REPLACE TO MAKE BICYCLE SAFE L.F. $50.00 EACH $484.10 712-01 TRAFFIC CONTROL EACH $2,000.00 712-06 SIGNS (CONSTRUCTION) S.F. $9.50 712-08.06 UNIFORMED POLICE OFFICER HR $100.00 713-16.02 CHANGEABLE MESSAGE SIGN UNIT DAY $135.00 716-02.01 PLASTIC PAVEMENT MARKING (4" LINE) L.M. $3,605.00 716-02.03 PLASTIC PAVEMENT MARKING (CROSS-WALK) L.F. $6.25 716-02.04 PLASTIC PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $31.00 716-02.05 PLASTIC PAVEMENT MARKING (STOP LINE) 716-02.06 PLASTIC PAVEMENT MARKING (TURN LANE ARROW) 716-02.09 PLASTIC PAVEMENT MARKING (LONGITUDINAL CROSSWALK) L.F. $31.00 716-02.10 PLASTIC PAVEMENT MARKINING (6" LINE) L.M. $5,150.00 716-02.10 BZ PLASTIC PAVEMENT MARKINING (6" LINE - BUFFER ZONE) PLASTIC PAVEMENT MARKINING (6" DOTTED LINE) L.M. $21,753.75 716-02.11 L.F. $3.10 716-02.14 PLASTIC PAVEMENT MARKINING (8" BARRIER LINE) L.F. $3.10 716-03.02 PLASTIC WORD PAVEMENT MARKING (R X R CROSSING LEGEND) EACH $515.00 716-03.09 PLASTIC WORD PAVEMENT MARKING (-- MPH) EACH $515.00 716-03.10 PLASTIC WORD PAVEMENT MARKING (WITHIN ROADWAY - PER LETTER) EACH $77.25 716-03.11 PLASTIC WORD PAVEMENT MARKING (WITHIN BIKE LANE - PER LETTER) EACH $77.25 716-04.01 PLASTIC PAVEMENT MARKING (STRAIGHT-TURN ARROW) EACH $412.00 716-04.02 PLASTIC PAVEMENT MARKING (DOUBLE TURNING ARROW) EACH $412.00 716-04.03 PLASTIC PAVEMENT MARKING (4" DOTTED LINE) 716-04.05 PLASTIC PAVEMENT MARKING (STRAIGHT ARROW) 716-04.13 PLASTIC PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $360.50 716-04.14 PLASTIC PAVEMENT MARKING (LANE REDUCTION ARROW) EACH $309.00 716-04.15 PLASTIC PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) PLASTIC PAVEMENT MARKING (YIELD SYMBOL) EACH $360.50 716-04.17 EACH 716-05.01 PAINTED PAVEMENT MARKING (4" LINE) 716-05.03 PAINTED PAVEMENT MARKING (CROSS-WALK) L.F. $3.10 716-05.04 PAINTED PAVEMENT MARKING (CHANNELIZATION STRIPING) S.Y. $15.50 716-05.05 PAINTED PAVEMENT MARKING (STOP LINE) 716-05.06 PAINTED PAVEMENT MARKING (TURN LANE ARROW) 716-05.08 PAINTED PAVEMENT MARKING (PARKING LINE) 716-05.09 PAINTED PAVEMENT MARKING(STRAIGHT-TURN ARROW) EACH $206.00 716-05.10 PAINTED PAVEMENT MARKING (RXR) EACH $309.00 716-05.11 PAINTED PAVEMENT MARKING(STRAIGHT ARROW) EACH $103.00 716-05.12 PAINTED PAVEMENT MARKING(LANE REDUCTION ARROW) EACH $154.50 L.F. $20.75 EACH $206.00 L.F. EACH L.M. $2.10 $206.00 $51.50 $1,545.00 L.F. $10.50 EACH $103.00 L.F. $0.55 DocuSign Envelope ID: D1B4452E-996D-4089-B2C7-D6FA0B1B65B1 CONTRACT 402211 - GROUP 2 RESURFACING - VULCAN MATERIALS CO. EXHIBIT A - UNIT PRICES ITEM NO. DESCRIPTION UNIT UNIT PRICE 716-05.20 PAINTED PAVEMENT MARKING (6" LINE) L.M. $1,545.00 716-05.20 BZ PAINTED PAVEMENT MARKING (6" LINE - BUFFER ZONE) L.M. $5,438.50 716-05.21 PAINTED PAVEMENT MARKING(4" DOTTED LINE) L.F. $1.05 716-05.22 PAINTED PAVEMENT MARKING (LONGITUDINAL CROSS-WALK) L.F. $15.50 716-05.23 PAINTED PAVEMENT MARKING(6" DOTTED LINE) 716-05.24 PAINTED PAVEMENT MARKING (BIKE LANE SYMBOL & DIRECTIONAL ARROW) EACH $180.25 716-05.25 PAINTED PAVEMENT MARKING (BIKE SYMBOL/ARROW - SHARROW) EACH $180.25 716-08.01 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.05 716-08.20 REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $5,438.50 716-08.31 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.M. $8,157.75 716-08.32 HYDROBLAST REMOVAL OF PAVEMENT MARKING (4" TO 6" LINE) L.F. $1.55 730-14.02 SAW SLOT L.F. $3.35 730-14.03 LOOP WIRE A-1 ADJUSTMENT OF CATCH BASIN A-2 ADJUSTMENT OF WATER VALVE EACH $247.25 A-3 ADJUSTMENT OF MANHOLE EACH $267.75 A-4 ADJUSTMENT OF STORM SEWER CURB INLET EACH $267.75 B-1 PLATE & ADJUSTMENT OF CATCH BASIN EACH $422.25 B-2 PLATE & ADJUSTMENT OF WATER VALVE EACH $391.50 B-3 PLATE & ADJUSTMENT OF MANHOLE EACH $422.25 B-4 REBUILD STORM SEWER CURB INLET EACH $752.00 C-1 PLATE ONLY - CATCH BASIN EACH $158.50 C-2 PLATE ONLY - WATER VALVE EACH $147.75 C-3 PLATE ONLY - MANHOLE EACH $158.50 SP-1 INSTALL & REMOVE PW SIGNS (BEGINNING AND END OF JOB = 1 EACH) EACH $450.00 SP-2 LANE CLOSURE PERMIT FEE (5-DAY) EACH $100.00 SP-3 LANE CLOSURE PERMIT FEE (1-DAY) EACH $100.00 SP-4 THERMOPLASIC "T" MARKINGS AT PARKING METERS EACH $51.50 SP-5 PAINTED "T" MARKINGS AT PARKING METERS EACH $31.00 SP-6 SITE PREPARATION SP-7 PERMIT ADMIN. FEE - PER PERMIT GG-8511 GG-8512 GG-PG100 L.F. L.F. EACH $1.05 $0.55 $267.75 S.Y. $3.50 EACH $40.00 GLASGRID - GG8511 S.Y. $43.00 GLASGRID - GG8512 S.Y. $76.00 GLASGRID - PG100 S.Y. $237.00 * THIS UPDATED COST SPREADSHEET REFLECTS THE FOLLOWING UPDATED ESCALATION/DE-ESCALATION LANGUAGE AS FOLLOWS: CONTRACTOR is eligible for annual escalation/de-escalation adjustments for non-bituminous items. The request for non-bituminous adjustment must be in accordance with the Producer Price Index (http://www.bls.gov/ppi/) and submitted to the Purchasing Agent by January 15th of each contract year for review. If approved, any such adjustment shall become effective by March 1st of each contract year prior to the issuance of a PO. This provision provides the method of adjustment for bituminous materials. The normal bid items in the contract covering the bituminous material shall remain the same, but the contract unit bid prices for these items will be adjusted to compensate for increases and decreases in the contractor's bituminous material cost in the following manner: Escalation/de-escalation adjustments for bituminous items shall be in accordance with Tennessee Department of Transportation Special Provision 109B (Exhibit B). A basic bituminous material index will be established by the Tennessee Department of Transportation prior to the time the bids are opened. This Basic Bituminous Material Index is the average of the current quotations on PG 64-22 from suppliers furnishing asphalt cement to contractors in the State of Tennessee. DocuSign Envelope ID: EC1C2300-11EE-4A3C-8480-22CB0612CFFA Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Bituminous Asphalt Material   Amendment/Acknowledgement Summary:  This assignment amendment changes the company name   from Lojac Enterprises, Inc. to Vulcan Materials Company dba Vulcan Construction Materials, LLC due   to a corporate acquisition.  The old contract # 359984 has been retired and replaced with the newly   assigned contract # 402212.  All terms and conditions from the original contract shall continue to   apply.  This amendment also adds the Iran Divestment Act Language.   Contract Number:  402212 (Old Contract 359984)      Amendment/Acknowledgement Number:  1       Solicitation Number:  753144   Type of Contract/PO:   IDIQ Contract    Selection Method:  ITB   Contract Start Date:  05/11/2015   Contract Expiration Date:   Previous Estimated Contract Life Value:  $10,000,000.00   05/10/2020     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $10,000,000.00   Procurement Staff:  Terri Troup                  BAO Staff:  Department(s) Served: Public Works     Bryan Gleason   Fund:  40016   BU:  42402016     Contractor Information  Contracting Firm:  Vulcan Construction Materials, LLC      Address 1:  P.O. Box 385014    Address 2:              City:  Birmingham    State:  AL    Company Contact:  Warren Garner    Zip:  35238‐5014     Email Address:  garnerw@vmcmail.com   Phone #:  615‐902‐6296    E1#:  285196   Contract Signatory:  Ciaran Brennan    Email Address:  brennanc@vmcmail.com       Subcontractor Information  Small Business Program:  Small Business    Amount:  $0.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00         Revised 9/13/2016                DocuSign Envelope ID: 410D67AA-11CE-40EC-9EC1-E2675CEFEE84 Amendment/Acknowledgement Abstract  Amendment/Acknowledgement Information  Contract Title:  Asphalt Cold Mix and Cold Patch   Amendment/Acknowledgement Summary:  This assignment amendment changes the company name   from Lojac Enterprises, Inc. to Vulcan Materials Company dba Vulcan Construction Materials, LLC due   to a corporate acquisition.  The old contract # 307481 has been retired and replaced with the newly   assigned contract # 402213.  All terms and conditions from the original contract shall continue to   apply.  This amendment also adds the Iran Divestment Act Language.   Contract Number:  402213 (Old Contract 307481)      Amendment/Acknowledgement Number:  2       Solicitation Number:  109130   Type of Contract/PO:   IDIQ Contract    Selection Method:  ITB   Contract Start Date:  10/15/2012   Contract Expiration Date:   Previous Estimated Contract Life Value:  $131,250.00   10/14/2017     Amendment/Acknowledgement Value:  $0.00     New Estimated Contract Life Value:  $131,250.00   Procurement Staff:    Terri Troup                  BAO Staff:  Department(s) Served: Public Works   Bryan Gleason   Fund:  10101   BU:  42142110     Contractor Information  Contracting Firm:  Vulcan Construction Materials, LLC      Address 1:  P.O. Box 385014    Address 2:              City:  Birmingham    State:  AL    Company Contact:  Warren Garner    Zip:  35238‐5014     Email Address:  garnerw@vmcmail.com   Phone #:  615‐902‐6296    E1#:  285196   Contract Signatory:  Ciaran Brennan    Email Address:  brennanc@vmcmail.com       Subcontractor Information  Small Business Program:  Small Business    Amount:  $0.00   Procurement Nondiscrimination Program:  No MWBE Participation    Amount:  $0.00   Disadvantaged Business Enterprise:  Was Not applicable for this contract   Amount:  $0.00         Revised 9/13/2016                DocuSign Envelope ID: F553ECC9-7BA8-4A7E-8D72-A19F5273B2BE Contract Abstract Contract Information Contract & Solicitation Title: 402970 Contract Summary: Emergency contract to provide management of Metro Sports Authority Parking Lots. Contract Number: 19592 Solicitation Number: 11.255 Type of Contract/PO: Emergency Contract Start Date: 4/19/2017 Requisition Number: 107377 Contract Expiration Date: Estimated Contract Life Value: $0.00 (Revenue Generating) 10/19/2017 Fund: 60008 BU: 64303000 Selection Method: Procurement Staff: Emergency Sandra Walker BAO Staff: Bryan Gleason Department(s) Served: Sports Authority Contractor Information Contracting Firm: Stewart Parking Solutions Address 1: 2814 Columbine Place Address 2: City: Nashville State: TN Company Contact: Eddie Stewart Zip: 37204 Email Address: eddie@stewarttransportation.com Phone #: 615 463-2307 E1#: 884155 Contract Signatory: Eddie Stewart Email Address: eddie@stewarttransportation.com Subcontractor Information Small Business Program: No SBE/SDV participation Amount: $0.00 Procurement Nondiscrimination Program: No MWBE Participation Amount: $0.00 Disadvantaged Business Enterprise: Was Not applicable for this contract Amount: $0.00 Summary of Offers Score (RFQ Only) Cost Result Stewart Parking Solutions N/A Awarded N/A No Other Offers No Other Offers No Other Offers No Other Offers No Other Offers No Other Offers Revised 9/13/2016