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4. Spanish calls are handled in house and PDA can utilize a 3" party translation service

for live translation at no additional cost.

5. PDA offers a performance guarantee of a maximum 5% of their fee (net of printing
and postage costs). In addition, PDA guarantees a 3:1 return on investment for the city
and will forfeit 10% of the audit fee (net of postage and printing) if the ROt is not
achieved.

The audit will commence with planning, customization and data acquisition the second

week of January and will conclude prior to annual enrollment preparation in April.

We respectfully ask the Finance committee to approve the contract with Health
Decisions — Part D Advisors in the amount of $33,000.

2|Page

SERVICE AGREEMENT FOR
DEPENDENT ELIGIBILITY VERIFICATION SERVICES

This AGREEMENT FOR DEPENDENT ELIGIBILITY VERIFICATION SERVICES (this
“Agreement’) is entered into by and between Part D Advisors, Inc., a Michigan corporation (hereinafter
referred to as “PDA”) and the City of Nashua (hereinafter referred to as “Plan Sponsor’) on behalf of
itself and the City of Nashua Health Plan (hereinafter referred to as the “Plan”) and shall be effective as
of December 8, 2020 (the “Effective Date’’).

RECITALS

WHEREAS, Plan Sponsor maintains a group health program;
WHEREAS, Plan Sponsor has established specific eligibility criteria for participation in the Plan;

WHEREAS, Plan Sponsor wishes to engage PDA in verifying dependents and the associated eligibility
criteria of the Plan;

WHEREAS, Plan Sponsor (or its designee(s) other than PDA) shall serve as the administrator, fiduciary
and primary decision maker for the Plan, with all of the rights and responsibilities for administering the
Plan, and PDA shall have no such authority or responsibility except as may be specifically provided
herein;

WHEREAS, Plan Sponsor and PDA entered into a Business Associate Agreement effective October 30,
2017 which is thereby incorporated into this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties agree as follows:

SECTION 1
PDA SERVICES

1.01 Specific PDA Services — Dependent Eligibility Verification. During the term of this Agreement,
PDA shall provide any or all of the following services as may be necessary to complete the
verification of Plan’s dependents’ eligibility for group medical and/or dental insurance:

(a) Create a project timeline specifying the dates of meetings, mailings, deliverables and
final reporting;

(b) Customize mailings based on Plan eligibility criteria, including a list of acceptable proof
documents (one proof document per dependent);

(c) Provide up to three separate mailings to Plan members requesting their documents for
validation, the first of which will include prepaid business reply mail (BRM) envelopes;

City of Nashua 1 DEV SA Revised January 2020

2.01

2.02

(d) Staff a processing center with US-based, live-answer staff during the hours of 8:00am —
8:00pm ET, Monday through Friday, and a toll-free number unique to each Plan Sponsor;

(ce) Provide a secure web portal for 24/7 upload of member documents and status of member
verification;
(f) Produce a Report of Findings detailing the result of the verification process and

coordinate a meeting to discuss any relevant recommendations for the Plan;

(g) Supply the Plan with copies in a mutually agreed upon electronic format of all documents
that were collected during the review. Any physical documents received during the
review will be destroyed securely.

SECTION 2
RESPONSIBILITIES OF PLAN SPONSOR

Preparation and Provision of Eligibility List and Plan Information. Plan Sponsor shall:

(a) Prepare a complete and accurate set of enrollment records for all Members at the outset
of the engagement for use in the Dependent Eligibility Verification. Such records shall be
delivered to PDA as a single file in an electronic format acceptable to PDA as soon as
practicable following the Effective Date;

(b) Provide PDA with a complete copy of the Plan Document, Summary of Benefits, (and
summary plan description, if separate), Benefits at a Glance, and other Plan information
as applicable, including any amendments and summary of material modifications that go
into effect during the review period;

(c) Be solely responsible for any fees charged by its vendors to provide any data or
information to PDA, including negotiations with the vendors to reduce or eliminate any
proposed charges;

(d) Be solely responsible for any state sales or use taxes imposed on the service fees paid to
PDA;

(ce) Notify PDA of any communications with members regarding the Dependent Eligibility
Verification as well as any other enrollment related member surveys during the course of
the project.

HIPAA Compliance. Notwithstanding any provision in this Agreement to the contrary, Plan and
the Plan Sponsor shall, during the term of this Agreement, be solely responsible for ensuring that
the Plan is and remains in full compliance with the privacy and security requirements under the
Health Insurance Portability and Accountability Act (HIPAA) and implementing regulations. In
particular, Plan Sponsor shall have in place all necessary business associate agreements, Plan
amendments, and related documentation to the extent required under HIPAA in order to (i) permit
the disclosure of protected health information (within the meaning of HIPAA) to Plan Sponsor
and (ii) establish the permitted and required uses and disclosures of protected health information
by Plan Sponsor.

City of Nashua 2 DEV SA Revised January 2020

2.03

3.01

3.02

| 4.01

4.02

4.03

Compensation. In consideration for the services set forth herein, Plan Sponsor shall pay PDA the
compensation and applicable re1mbursements as set forth on Exhibit A.

SECTION 3
RELATIONSHIP OF THE PARTIES

Independent Contractor. In performing services under this Agreement, PDA performs all acts as
an independent contractor and not as an officer, employee or agent of Plan Sponsor,
administrator(s) (if other than Plan Sponsor), or the Plan. Nothing in this Agreement shall be
construed to mean that Plan Sponsor (or any of its agents) retains any control over the manner
and means of how PDA performs the services provided for herein, but only a right to review the
results of the work performed.

Not a Fiduciary or Insurer. Plan Sponsor is the named fiduciary and/or primary decision maker
of the Plan. As fiduciary and/or decision maker, Plan Sponsor maintains discretionary authority
and responsibility in the administration and operation of the Plan, including, but not limited to,
the determination of covered services, interpretation of the terms of the Plan, and the
determination of eligibility for and entitlement to benefits under the Plan in accordance with the
terms of the Plan. PDA does not assume any responsibility for any act, omission or breach by
any fiduciary, and assumes responsibility solely for its own acts or omissions and as may
otherwise be required by law.

SECTION 4
TERM AND TERMINATION

Tem. This Agreement shall be in effect for a period of twelveeiehteen48} (12) months from the
Effective Date (the “Initial Term”) unless extended by mutual written approval of the Parties.

Termination. Subject to continuing obligations under Section 4.03, this Agreement may be
terminated as specified below:

(a) Following the Initial Term by either party with or without cause upon forty-five (45)
days’ prior written notice;

(b) By and at the election of PDA, upon Plan Sponsor’s failure to provide timely and
adequate payment of service fees to PDA in accordance with the provisions of this
Agreement;

(c) By PDA as of the date Plan Sponsor voluntarily or involuntarily files for bankruptcy
protection for any or all portion of its business operations; or

(d) By mutual written agreement of the parties.

Obligations After Contract Termination: Survival. All responsibilities of either party under this
Agreement shall terminate upon the termination of this Agreement, except that the following
rights and liabilities of the parties shall survive the termination of this Agreement for the
specified time period as provided below or as otherwise agreed by the parties hereto:

City of Nashua 3 DEV SA Revised January 2020

4.04

4.05

4.06

3.01

5.02

5.03

(a) Plan Sponsor’s and Plan’s duty to pay PDA for amounts due to PDA hereunder, until
such amounts are paid in full, specifically amounts due for project deliverables, such as
mailings, which were initiated prior to termination;

(b) Plan Sponsor’s, the Plan’s and PDA’s respective duties hereunder that are predicated on,
or reasonably contemplates continuation beyond, the termination of this Agreement,
including, but not limited to, this Section 4.03 and Sections 4.04, 4.05 and 4.06.
Notwithstanding the foregoing, such duties shall not survive beyond the duration of any
applicable statute of limitations.

Outstanding Fees; Records. Upon termination of this Agreement, Plan Sponsor and Plan agrees
to remit to PDA any outstanding balances due (or which, under Section 4.03(a), becomes due)
under this Agreement. Without limiting other available remedies, PDA shall have the night to
retain all records in its possession with regard to its services pursuant to this Agreement until
receipt of all outstanding monies due.

Cooperation with Successor. In the event Plan Sponsor appoints a successor to PDA for any or all
of PDA’s services described herein, PDA shall cooperate as reasonably necessary in transferring
files, records, reports and the like, and PDA shall be entitled to reasonable compensation for its
services in connection therewith. Notwithstanding any provision of this Agreement (including
any exhibit or addendum hereto), to the contrary, PDA shall not, without prior written agreement
with Plan Sponsor, be obligated to assist a successor to PDA or otherwise take or continue any
action following termination of the Agreement if and to the extent such assistance or action may,
in the opinion of PDA, cause PDA to become a fiduciary with respect to the Plan in any manner.

Access to Information. Plan Sponsor shall have the nght, upon providing reasonable notice, to
periodically review, at its own expense, any records of PDA relating to the services provided
herein; any examination of such records shall be carried out in a manner mutually agreeable to
PDA and Plan Sponsor and to the extent permitted by applicable law.

SECTION 5
GENERAL PROVISIONS

Amendment; Assignment. This Agreement may not be amended without the express written
consent of both parties. No assignment by either party pertaining to this Agreement shall be valid
without the express written consent of the other party, which consent will not be unreasonably
withheld.

Confidentiality. PDA recognizes that it shall be provided with personal information regarding
members of the Plan in the course of providing services under this Agreement. PDA shall
safeguard such information to ensure that no person who does not need to know such information
has access to such information. To the extent required by law, PDA will enter into a “Business
Associate Agreement” with the Plan and/or Plan Sponsor, provided that no such Business
Associate Agreement shall alter or amend the rights and responsibilities of the parties under this
Agreement.

Consultation with Plan Sponsor. PDA shall consult with and obtain prior approval from Plan
Sponsor and/or legal counsel designated by Plan Sponsor when legal matters regarding the Plan
arise.

City of Nashua 4 DEV SA Revised January 2020

5.04

5.05

5.06

5.07

5.08

5.09

5.10

Entire Agreement. The entire agreement between the parties concerning the subject matter hereof
is incorporated into this document, the Business Associate Agreement and any exhibits or
addenda hereto. This Agreement (including Exhibit A (Compensation) and Attachment B
(Business Associate Agreement).

Governing Law. To the extent not preempted by federal law, including ERISA, this Agreement
shall be governed in accordance with the laws of the State of New Hampshire.

Headings. The headings of this Agreement are solely for the convenience of the parties and do
not affect the meaning or interpretation of any provision of this Agreement.

Notice. Any notice required to be given hereunder between the parties shall be written, effective
upon receipt and shall be served by facsimile or by personal delivery or certified mail, return
receipt requested to the address cited in the signature block of this Agreement or to such other
address as shall be specified by like notice by either party.

Other Service Providers: No Legal or Tax Advice. PDA may seek the services of others in
performing its duties and obligations under this Agreement. Plan Sponsor acknowledges and
agrees that PDA’s services pursuant to this Agreement are in the nature of consulting, logistical
and non-discretionary ministerial services and are not intended, and shall not be construed or
characterized as, the provision of legal or tax advice or professional fiduciary services.

Successor and Assigns; Waiver. This Agreement shall be binding upon and inure to the benefit of
and be enforceable against the parties hereto and their respective successors and assigns. Failure
to enforce any provision of this Agreement shall not affect the rights of the parties to enforce such
provision in another circumstance or their nght to enforce any other provision of this Agreement
at any time. If any provision of this Agreement is determined to be unenforceable or invalid, such
determination shall not affect the validity of the other provisions contained in this Agreement.

Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which together shall constitute a smgle agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed,

effective as of the Effective Date, by their duly authorized officers.

PART D ADVISORS, INC. City of Nashua, on behalf of itself and the City of
Nashua Health Plan
By: By:
Name: Name:
Title: Title:
Address: 17199 N. Laurel Park Drive Address:
Suite 400

Date:

Livonia, MI 48152

Date:

City of Nashua 5 DEV SA Revised January 2020

EXHIBIT A
TO
AGREEMENT WITH

City of Nashua

This Exhibit is Effective December 8, 2020
COMPENSATION
PDA’s compensation for the services provided pursuant to the Agreement shall be as follows:

Dependent Eligibility Verification

The fee for the initial Dependent Eligibility Verification will be $8.41 per Dependent. This fee will be
calculated based on the number of dependents identified by Plan Sponsor at the outset of the engagement.
If, during the course of the verification, the number of dependents is found to be different than what was
originally described, subsequent invoices will include a true-up.

This fee will be invoiced in three equal installments. The first installment will be due upon execution of
the Agreement, the second will be due at the time of the first mailing, and the third will be due on the date
of the final mailing.

The Dependent Eligibility Verification fee is all inclusive of the obligations, deliverables, and tasks
described in Sections 1.01 and 2.01. If additional services, deliverables, or tasks are requested by the Plan
during the term of the agreement, both Parties will agree in writing via a signed change order.

PERFORMANCE GUARANTEES

3:1 Return on Investment Guarantee. Part D Advisors guarantees a 3:1 Return on Investment for Plan
Sponsor. If the number of dependents identified as ineligible is fewer than 28 dependents (equivalent to a
savings of three times the Dependent Eligibility Verification fee), Part D Advisors will forfeit 10% of the
fee.

Successful Response Rate Guarantee. Part D Advisors guarantees at least a 90% employee response rate
for Plan Sponsor’s Dependent Eligibility Verification project. If this performance standard is not met, Part
D Advisors will forfeit to Plan Sponsor 5% of the fee (net of postage and printing costs).

GENERAL PROVISIONS
Delinquent Accounts. Accounts and invoices not paid by the later of the end of the month, or within 30

days of billing, are considered delinquent and are subject to a monthly service charge of 1.5 percent
(1.5%) of the delinquent amount.

City of Nashua 6 DEV SA Revised January 2020

ACKNOWLEDGMENT AND APPROVAL

The undersigned duly authorized officer of Plan Sponsor hereby acknowledges, understands, and agrees,
on behalf of Plan Sponsor, to this Exhibit A, which shall, upon execution of the parties hereto, become an
integral part of the Agreement for Part D Advisors Dependent Eligibility Verification Services made by
and between PDA and Plan Sponsor as currently in effect.

PART D ADVISORS, INC. City of Nashua, on behalf of itself and the
City of Nashua Health Plan

By: By:
Name: Name:
Title: Title:
Date: Date:

City of Nashua 7 DEV SA Revised January 2020

Jim Donchess
Mayor e City of Nashua

December 29, 2020
Memo #21-COM3

To: Finance Committee
From: Mayor Jim Donchess
Re: Contract Amendment Jackson Mills Turbine, Generator & Controls Replacement

Change Order #1

In accordance with NRO: § 5-91 Amendment to contracts, this memo is to inform the Finance
Committee of a subsequent change to the Mavel Americas contract.

In preparation for the replacement of the turbine, generator and controls at Jackson Mills hydro, the
Mayor and Board of Aldermen passed R-19-142 on July 10, 2019 authorizing the issuance of bond
for improvements to both Mine Falls and Jackson Mills hydro projects. In partnership with HL Turner
Group, the Project Engineer, and Essex Power Services, the hydroelectric Operations and
Maintenance contractor, the City vetted and selected Mavel Americas from Boston, MA for the
manufacture of the turbine, generator and controls. The contract with Mavel Americas in the
amount of $1,271,700 was approved by the Finance Committee on April 15, 2020 and by the full
Board of Aldermen on April 28, 2020.

This Change Order No. 1 adds work to the contracted scope. The work includes adding (2) vibration
sensors to the generator and (6) vibration sensors to the gearbox, connecting all sensors to the
terminal box, and configuring all sensors in the control system. The vibration sensors signal minor
changes in the operation of the turbine, providing real time monitoring data to more accurately
diagnose a problem and react accordingly avoiding costly downtime.

This Change Order No. 1 increases the contract price by $5,800 from $1,271,700 to $1,277,500.

229 Main Street »* PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH. gov
www.NashuaNH. gov

FINANCE COMMITTEE
NOVEMBER 3, 2021
7:15 or immediately after Pennichuck Special Water Cte Aldermanic Chamber and Zoom

Join Zoom Meeting: https://us0O2web.zoom.us/j/85019442569? pwd=dklvZ2 lvUGI VNVNDQOpEVOFLVEVqUT09
Meeting ID: 850 1944 2569 Passcode: 299931

By telephone: 1-929-205-6099 Meeting ID: 850 1944 2569 Passcode: 299931

If there is a problem with the audio, please dial 603-589-3329 to advise.

ROLL CALL

PUBLIC COMMENT

COMMUNICATIONS

From: Kelly Parkinson, Purchasing Manager

Re: Snow Removal in the amount not to exceed $40,000 funded from accounts 54207 Snow Plowing
Services (Economic Development)

From: Kelly Parkinson, Purchasing Manager

Re: Feasibility Study for the Millyard land in the amount not to exceed $100,000 funded from accounts
53142 Consulting Services/Escrow (Economic Development)

From: Kelly Parkinson, Purchasing Manager

Re: Feasibility Study for Elm Street Middle School in the amount not to exceed $120,000 funded from
accounts 53142 Consulting Services/Escrow (Economic Development)

From: Kelly Parkinson, Purchasing Manager

Re: Architectural Design/Streetscaping of West Pearl Street in the amount not to exceed $100,000 funded
from accounts 53142 Consulting Services/Downtown Improvement Committee & Economic
Development Escrow (Economic Development)

From: Kelly Parkinson, Purchasing Manager
Re: | Change Order for Nashua Conservation Commission Technical Assistance Contract

UNFINISHED BUSINESS

NEW BUSINESS — RESOLUTIONS
NEW BUSINESS — ORDINANCES
RECORD OF EXPENDITURES
GENERAL DISCUSSION

PUBLIC COMMENT

REMARKS BY THE ALDERMEN
NON-PUBLIC SESSION

ADJOURNMENT