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2.01

“Einal Reconciliation” shall mean the last payment request filing made by a Plan Sponsor
with respect to a Subsidy Application, as required by 42 CFR §423.888(b)(4).

“Member” shall mean an individual enrolled for prescription drug coverage under the Plan,
including an individual continuing coverage in accordance with the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”).

“Plan Document” shall mean generally the written description of the benefits provided by
the Plan, the terms and conditions under which the Plan is operated and the standards and
tules governing the payment of benefits under the Plan.

“Plan Year” shall mean the period of time specified on a Plan Sponsor’s Subsidy
Application with respect to which Medicare Subsidy Payments are calculated and paid to the
Plan Sponsor.

“Retired Medicare Eligible Individual” or “RMEI” shall mean a Medicare Eligible

Individual who has retired.

“Subsidy Application” shall mean a Plan Sponsor’s request for Medicare Drug Subsidy
payments with respect to the Plan for a Plan Year, as permitted by 42 CFR §423.884(c)(1).

“Reconciled Plan Year(s)” shall mean any Subsidy Application for which Final

Reconciliation is completed before or during the effective term of this Agreement.

“Reopening” shall have the meaning provided in 42 CFR 423.890(d) with respect to a
Subsidy Application for a Reconciled Plan Year.

SECTION 2
PDA SERVICES

Specific PDA Services — Drug Subsidy. During the term of this Agreement, PDA shall
provide any or all of the following services as may be necessary to assist Plan Sponsor with
respect to Reopening Reconciled Plan years:

(a) General consultation regarding the Part D Program and assist in determining the
magnitude of potential Medicare Drug Subsidies as may be available to Plan
Sponsor;

(b) Assist in the identification of Retired Medicare Eligible Individuals who have not
elected drug coverage under Medicare Part D;

(c) Assist in obtaining, compiling and documenting detailed drug expenditure
information (including, by way of illustration only, the types of information listed in
Exhibit B attached hereto) from pharmacy benefit managers and other sources;

(d) Appoint a Medicare Drug Subsidy Account Manager for Plan Sponsor and Plan to
assist in the preparation and filing of a Reopening Request and, if granted, a new
Final Reconciliation with CMS for the Reconciled Plan Year and assist with follow-
up tasks as may be required by CMS, including cost reporting and payment requests
to CMS and Final Reconciliation; and

City of Nashua 2 SA Revised March 2016

(e) Assist in the design and establishment of a system for the proper retention of
relevant data as may be proper and necessary for compliance with the Part D
Program and any audits by CMS in connection with the Medicare Drug Subsidies
for the Reconciled Plan Year.

2.02 Specific PDA Services — Ongoing Services. During the term of this Agreement, PDA shall
provide the following ongoing services:

(a) Maintain and update a database containing the eligibility of each Retired Medicare
Eligible Individual for prescription drug coverage under the Plan and/or under the
Part D Program with respect to each Reconciled Plan Year;

(b) Maintain other appropriate records regarding the Plan in respect of the Part D
Program as may be required by federal law; and

(c) Assist Plan Sponsor with submission of, or access to, the records in PDA’s database
as may be required for CMS regulatory, audit, and/or other business purposes.

2.03 Sources of Information. In performance of the above-described services, PDA shall rely on
any communication and/or data reasonably believed by it to be genuine, including necessary
information received from Plan Sponsor, Members, providers, and any other source in a
timely manner and in good order. For purposes hereof, “timely manner” means a reasonable
period of time as may be necessary for sorting, processing, analyzing, entering and/or
posting of information received.

SECTION 3
RESPONSIBILITIES OF PLAN SPONSOR

3.01 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 under the
Plan during the Reconciled Plan Year including actual retirement dates. Such
records shall be delivered to PDA in an electronic format acceptable to PDA as soon
as practicable following the Effective Date. Thereafter, Plan Sponsor shall promptly
update such enrollment records in an electronic format acceptable to PDA, notifying
PDA of any and all changes in Member status and the accurate date of such change,
including the addition of new Members, retirement, termination or layoff of a
Member, changes in dependent status or any other changes that may affect the
eligibility of a Member;

(b) Make available, or cause to be made available to PDA, certain reports and
information to which Plan Sponsor has access and which may be reasonably
requested by PDA. Such reports and information may include, but shall not be
limited to: (1) certification that a Member was eligible for benefits under the Plan;
(ii) a description and identification of the types of drug benefits to which a Member
was entitled; (iii) date of a Member’s eligibility; and (iv) date of a Member’s
ineligibility. Upon request, Plan Sponsor shall provide PDA with any other
reasonable and necessary information regarding Members;

City of Nashua 3 SA Revised March 2016

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3.03

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(c) Provide PDA with a complete copy of the Plan Document (and summary plan
description, if separate), including any amendments and summary of material
modifications that were in effect during the Reconciled Pian Year;

(d) Be solely responsible to inform PDA of any changes in the information it previously
supplied PDA;
(e) Be solely responsible for reconciling any conflicting data provided by the Plan

Sponsor, its contractors and/or vendors, including confirmation of retirement dates
and confirmation of the final Covered Retiree List that is submitted for a new Final
Reconciliation for the Reconciled Plan Year; and

(f) 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.

Drug Subsidy Reopening Request and Related Tasks

(a) To enable PDA to fulfill all of its duties regarding the Medicare Drug Subsidies,
Plan Sponsor consents to and authorizes PDA’s designation of an employee or a
representative of PDA to be the “Account Manager” for purposes of filing the
Reopening Request and, if granted, a new Final Reconciliation with CMS that are
filed after the Effective Date, with all the authority that designation entails,
including necessary authority as may be necessary in the Subsidy Application and
any follow-up processes.

(b) To enable PDA to fulfill all of its duties regarding the Medicare Drug Subsidies,
Plan Sponsor consents to and authorizes PDA’s designation of employees or
representatives of PDA to be the “Cost Repoxter” and “Payment Requester” for
the Reconciled Plan Year with all the authority those designations entail, including
the necessary authority to (i) gather, organize and submit appropriate information to
CMS and (ii) request Medicare Drug Subsidy payments from CMS.

(c) Plan Sponsor shall provide its full and good faith cooperation in the procurement;
access and/or review of such other reasonable information as may be determined by
PDA to be reasonably necessary in order to perform its services hereunder.

HIPAA Compliance. Notwithstanding any provision in this Agreement to the contrary, 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
Heaith Insurance Portability and Accountability Act (HIPAA) and impiementing 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.

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

City of Nashua 4 SA Revised March 2016

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5.03

SECTION 4
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 (e.g., failure by Plan Sponsor to timely perform Final
Reconciliation), and assumes responsibility solely for its own acts or omissions and as may
otherwise be required by law.

SECTION 5
TERM AND TERMINATION

Term. This Agreement shall be in effect for a period of three (3) years from the Effective
Date (the “Initial Term”).

Termination. Subject to continuing obligations under Section 5.03, 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:

(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 including all payments with respect

City of Nashua 5 SA Revised March 2016

to all Medicare Drug Subsidies paid to Plan Sponsor as a result of the preparation by
PDA, with respect to the Reconciled Plan Years, of (i) a Reopening request filed
with CMS, (ii) a new Final Reconciliation filed with CMS or {iii} a Payment
Request made by PDA to CMS;

(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 5.03 and Sections 5.04, 5.05
and 5.06. Notwithstanding the foregoing, such duties shall not survive beyond the
duration of any applicable statute of limitations.

5.04 Qutstanding Fees; Records. Upon termination of this Agreement, Plan Sponsor and Plan
agrees to remit to PDA any outstanding balances due (or which, under Section 5.03(a),
becomes due) under this Agreement. Without limiting other available remedies, PDA shall
have the right to retain all records in its possession with regard to its services pursuant to this
Agreement until receipt of all outstanding monies due.

5.05 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, would cause PDA to
become a fiduciary with respect to the Plan in any manner.

5.06 Access to Information. Plan Sponsor shall have the right, 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 6
GENERAL PROVISIONS

6.01 Caveats. By its execution of this Agreement, Plan Sponsor and Plan acknowledge their
knowledge, understanding and agreement to the following with respect to Reopening
Services:

(a) PDA may conciude, after consuliation with the Pian Sponsor and the Plan, that it is not
appropriate to file a Reopening request with respect to a Reconciled Plan Year. In such
case, PDA’s engagement with respect to that Reconciled Plan Year will end;

(b) In generating drug benefit cost information for purposes of requesting Medicare Drug
Subsidy payments, PDA will need to filter out certain drug claims that may be covered
under Medicare Part B and therefore ineligible for Medicare Drug Subsidy payments.
Due to impracticalities that are inherent in any large scale filtering processes (e.g.,
whether a drug should or should not be filtered out in this process may depend on factual
circumstances that could not be known by PDA or any other vendor), PDA will use its

City of Nashua 6 SA Revised March 2016

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6.06
6.07

best judgment as to the approach to adopt, subject to the Plan Sponsor’s final approval,
but PDA cannot guarantee the complete accuracy of the adopted approach.;

(c) In generating drug benefit cost information for purposes of requesting Medicare Drug
Subsidy payments, PDA will need to report any rebates or other manufacturer’s
discounts, credits or like amounts received by the Plan Sponsor or the Plan or being
credited against the administrative expenses of the Plan Sponsor or the Plan. It is the
Plan Sponsor’s responsibility to provide accurate and actual numbers for the amounts of
rebates and other administrative allowances described in this subsection to PDA ina
timely manner for Final Reconciliation;

(d) While PDA will keep Plan Sponsor up-to-date on progress, PDA will also provide a
final cost report upon reconciliation for the final costs submitted for each plan year. Any
interim filings and the applicable notices of the deposit transaction for Electronic Fund
Transfers by CMS will be confirmed via the Plan Sponsor’s designated bank account
deposit transactions, and the confirmation emails as provided by the CMS/RDS
affirming payment approval and deposit increments; and

(e) New Final Reconciliation. While PDA will assist Plan Sponsor with a New Final
Reconciliation for a Reconciled Plan Year, Plan Sponsor shall first verify that all
information provided for that New Final Reconciliation is accurate and correct, and the
Plan Sponsor shall be solely responsible for completing Step 12 of the New Final
Reconciliation.

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.

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), Exhibit B
(Illustrative List of Information), and Attachment B (Business Associate Agreement).
Attachment C (Authorization and Request for Release of Documents and Data) or addenda
hereto) supersedes all previous agreements whether oral or written between the parties
concerning the subject matter hereof.

Governing Law. This Agreement shall be governed exclusively by the laws of the State of New
Hampshire, and any Iitigafion shall be brought in a court located in 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.

City of Nashua 7 SA Revised March 2016

The accepted quantity of leaching catch basins constructed shall be paid for
at the contract unit price under ITEM 7C, and shall constitute full
compensation for constructing new leaching catch basin, furnishing and
installing specified frame and grate, complete in place as indicated on the
drawings and/or as specified, including furnishing all materials, labor, tools,
and equipment necessary to complete the work, including but not limited to
excavation, dewatering, backfill, removal of unsuitable materials at the City
landfill, furnishing and placing stone and geotextile fabric, and all work
incidental thereto and not specifically included for payment under other
items.

P. FLOWABLE FILL FOR PIPE ABANDONED IN PLACE
Measurement:
The quantity of flowable fill for pipe abandoned in place under ITEM 8 will be
measured by the CUBIC YARD based on delivery slips provided on the job
site (minus volume not used) as approved by the Engineer.

Payment:
The accepted quantity of flowable fill for pipe abandoned in place shall be

paid for at the contract unit price under ITEM 8, and shall constitute full
compensation for furnishing and installing flowable fill in the pipe to be
abandoned, complete in place as indicated on the drawings and/or as
specified, including excavation for access to the pipeline, pumping
equipment, backfill, and disposal of unsuitable materials at the City landfill
and all labor, tools, and equipment necessary to complete the work, and not
specifically included for payment under other items.

Q. PRECAST HEADWALL
Measurement:
The quantity of precast headwalls shall be paid for by the EACH under ITEM
9 based on the number of headwalls constructed as approved by the Engineer.

Payment:
The accepted quantity of precast headwalls shall be paid for at the contract

unit price under ITEM 9, and shall constitute full compensation for
furnishing and placing precast headwalls, complete in place as detailed on
the Drawings and as specified, including excavation, backfill, and disposal
of unsuitable materials at the City landfill and all labor, tools, and
equipment necessary to complete the work, and not specifically included for
payment under other items.

R. RIPRAP, CLASS I INCLUDING STONE & GEOXTILE FABRIC)
Measurement:
The quantity of Riprap, Class I shall be paid for by the CUBIC YARD under
ITEM 10 based on the actual volume of riprap placed as approved by the
Engineer.

2022 Sewer Replacement Project Measurement and Payment
Nashua, NH 01150 -9

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6.10

6.11

Notice. Any notice required to be given hereunder between the parties shall be written,
effective upon receipt and shali 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. Subject to the provisions of Section 6.01 above, 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 right 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 single 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 8 SA Revised March 2016

EXHIBIT A
TO
AGREEMENT WITH

City of Nashua
This Exhibit is Effective April 7, 2017

COMPENSATION

PDA’s compensation for the services provided pursuant to the Agreement shall be a Performance
Bonus with respect to the Reconciled Plan Year:

Drug Subsidy Services

Performance Bonus, If the Plan Sponsor receives a larger Medicare Drug Subsidy as a result of the
New Final Reconciliation prepared by PDA than the Medicare Drug Subsidy received as a result of
the original Final Reconciliation filed for the Reconciled Plan Year, then the Plan Sponsor will pay
PDA twenty percent (20%) of such increase in the Medicare Drug Subsidy for the Reconciled Plan
Year. If there is no increase in the Medicare Drug Subsidy received by the Plan Sponsor, there shall
be no Performance Bonus for that Subsidy Application.

To illustrate how the Performance Bonus is calculated, assume (1) that the Plan Sponsor received
$100,000 as the Medicare Drug Subsidy as a result of the original Final Reconciliation filed for the
Reconciled Plan Year, (2) that the Plan Sponsor received $150,000 as the total Medicare Drug
Subsidy as a result of the new Final Reconciliation prepared by PDA for the Reconciled Plan Year,
(3) a $50,000 increase. The Performance Bonus would be $10,000 (($150,000-$100,000) x 20%)).

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. Besides late fees and service charges, subsequent subsidy
filings could be delayed at the sole discretion of PDA if accounts are beyond 30 days in arrears.

Failure to Timely Comply with the RDS Program. It is the duty and responsibility of the Plan
Sponsor to be cognizant of the various due dates for the RDS Program (e.g., Final Reconciliation)
and the potential penalties for being late. If a deadline is missed due to Plan Sponsor or Authorized
Representative negligence or tardiness, PDA shall not refund any paid service fees and will not
accept any financial responsibility due to such negligence.

Demands for Overpayment. Upon Final Reconciliation, CMS may determine an overpayment for
the relevant Plan Year was made to the Plan Sponsor and demand return of such overpayment. The
Plan Sponsor shall be financially responsible for the return of any and all overpayments made by
CMS. To the extent CMS determines an overpayment and such amount was included in determining
the Performance Bonus, PDA shall immediately reimburse the Plan an amount equal to the portion
of the Performance Bonus based upon the overpayment.

City of Nashua 9 SA Revised March 2016

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 Subsidy 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 10 SA Revised March 2016