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EXHIBIT B
TO
AGREEMENT WITH

City of Nashua

ILLUSTRATIVE LIST OF INFORMATION

REQUIRED FROM

PHARMACY BENEFIT MANAGERS
(Non-Exhaustive)

CATEGORY a ] TYPE

Billing Transactions Patient Gender
Prescribe ID Qualifier
Prescribe ID

Patient Date of Birth
Product ID National Drug Code
Compound Code
Quantity Dispensed
Days Supply

Fill Number

Product Strength
Dosage Form

Response Transactions Date of Service Service
Provider ID Prescription
Number Ingredient Cost
Paid Dispensing Fee
Paid Sales Tax (if
applicable) Patient Pay
Amount Billing
Pharmacy NPI

CMS Data Elements Identifiers | Contract Number
Plan Benefit Package (PBP) ID
Health Insurance Claim Number (HIC#)

Indicators Drug Coverage Status
Adjustment/Deletion Flag
Out of Network Flag
Catastrophic Coverage Flag
Dispense as Written

Cost/Payment Fields Gross Drug Cost Below Catastrophic Cap

Gross Drug Cost Above Catastrophic Cap
Low-Income Cost-Sharing Subsidy Amount (LICS)
Secondary/Other Payer Amount

Supplemental Cost Share Amount

City of Nashua ll SA Revised March 2016

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PART) «=

ADVISORS

PDA’s RDS Reopening Process

Part D Advisors (PDA) is the Retiree Drug Subsidy (RDS) industry leader with more than a decade of experience.
Since our founding in 2005, PDA has established the gold standard in RDS administration, providing support
and recovery services for nearly 300 plan sponsors across 30 states. PDA has built our subsidy improvement
process around our proprietary software suite and experienced account team. The City of Nashua now has a
risk free opportunity to engage PDA in reviewing its historical RDS filings to identify additional dollars while
securing its RDS records in our database the CMS required six years of audit support.

City of Nashua’s Reopening Opportunity

The Centers for Medicare and Medicaid Services (CMS) allows plan sponsors such as City of Nashua to reopen
previously reconciled applications for up to four years after the original reconciliation date. Our one-of-a-kind
methodology and custom built software can help City of Nashua improve its total subsidy recovery by an average
of 8%-15%; an increase of as much as $115,000. The following chart is derived from information published
annually by CMS and shows City of Nashua’s historical subsidy collection from 2012 & 2013.

Plan Year | Retiree Count Original Subsidy 8% Improvement 15% Improvement
2012 352 $ 278,629 | | $ 22,290 $ 41,794
2013 810 $ 494,434 $ 39,554 $ 74,165
Totals: 1,162 $ 773,068 $ 61,844 $ 115,959

How Does PDA Recover Additional Subsidy?

The PDA Reopening Process takes an entirely new approach to the RDS by utilizing custom tools designed to
combine membership, Rx claims, and medical data together to increase the value of each dataset. This approach
provides benefits that couldn't be achieved when membership, claims matching, and cost reporting are handled
by different parties. PDA’s software focuses on three main areas to provide additional value:

Improved Membership

PDA collects and reviews as many sources of eligibility information as possible, including census files, pension
lists, and alias information gleaned from claims files. Rather than have the Plan Sponsor create the retiree lists
and work with the RDS to correct legitimate members who get rejected, PDA has built custom software to store
and review this information so that RDS rejections can be reversed quickly and accurately.

Improved Claims Matching

PDA’s review of claims and eligibility from multiple sources enables us to store every potential member alias and
link it back to an approved member record. This combined review allows PDA to build a vast database of Social
Security Numbers and Health Insurance Claim Numbers (HICNs) which are then used to match up all the claims
for cardholder/contract groupings.

Improved Drug Filtering
PDA has built a custom drug filter with the sole aim being accuracy in RDS filings. Our drug filter is reviewed and
updated on a monthly basis based on advice from our clinical pharmacist and a review of the Medispan database.

LD Sa A ST SRT TS EE |
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PARTI

ADVISORS

Additionally, PDA can use medical data to identify drugs that are either Part B or Part D drugs depending on the
situation in which they are administered.

The Medicare Database as the Source of Truth

Historically, a primary factor limiting most Plan Sponsors’ success with the RDS has been CMS membership
rejections. Eligible retirees can receive CMS rejection codes if the demographic information submitted is not an
exact match for the Medicare database. If the Medicare database contains an inaccurate record or if required
information such as social security numbers are unavailable for certain members, the plan sponsor will have little
recourse to correct the submission. Further complicating this problem is that the most common rejection codes
do not provide any detail as to what information was incorrect in the membership record. RDS website users
submitting retirement lists are left with very limited options to correct these rejections with the tools and resources
available to them.

Navigating the Reopening Process

PDA’s account team will work with the City of Nashua through all portions of the RDS reopening process. Our
system is designed to minimize the effort needed by the City while maximizing additional subsidy. Reopening
multiple applications can take up to 6-12 months during which time PDA will do the heavy lifting reducing our
customer's workload to just a few hours per application.

The deadline to reopen a reconciled RDS application is four years from the original determination date meaning
deadlines are often fast approaching. To meet this challenge, PDA’s team of full time Software Developers added
Task Manager to our existing software suite. Task Manager is a one of a kind tool that organizes the RDS
reopening process into specific tasks with a set project schedule based on our extensive RDS reopening
experience. Task Manager communicates with our other proprietary software tools to help our account teams
create estimates, update eligibility, filter claims, match members, create cost reports, and much more. This
unique set-up gives our team the ability to process reopenings for all reconciled applications (for which data is
available) at the same time. This greatly minimizes the plan sponsor's risk of losing opportunities to reopen and
brings in the most additional subsidy as quickly as possible.

Contingency Pricing Arrangement

PDA’s RDS reopening services are entirely risk free and the City would not be invoiced until after they
have received additional dollars from CMS. The entire reopening process from start to finish is provided on a
contingency fee basis, which means no charges whatsoever unless additional money is collected. Most
importantly, whether or not additional subsidy dollars are received, PDA will still warehouse all data and
documentation for the requisite six year term and support City of Nashua in the event of a CMS audit.

In consideration of our long standing relationship with Workplace Benefit Solutions and HUB International, PDA
has cut our standard fees in half. PDA is offering the City of Nashua our reopening services for 20% of the
additional subsidy collected.

SE a aE a Se a a a a Ai SH APS NTE SEES Snag ge MTC]
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(ATTACHMENT B)

BUSINESS ASSOCIATE AGREEMENT

This BUSINESS ASSOCIATE AGREEMENT (this “Agreement”) is entered into by and between Part D

Advisors, Inc., a Michigan corporation (“PDA”) and the City of Nashua Health Plan (the “Health Plan”)
(together, the “Parties”), effective as provided below.
RECITALS

WHEREAS, the Health Plan is a “covered entity” within the meaning of the Health Insurance Portability
and Accountability Act of 1996 (“HIPAA”) and its implementing regulations concerning privacy of
individually identifiable health information as set forth in 45 CFR Parts 160-164, as amended from time
to time (the “Privacy Rule”); and

WHEREAS, PDA has heretofore entered into an agreement with the City of Nashua (“Plan Sponsor”)
to provide certain administrative services in connection with the Health Plan (the “Service Agreement”); and

WHEREAS, the Privacy Rule requires covered entities such as the Health Plan to obtain and document
satisfactory assurances from “business associates” (as defined therein) regarding appropriate safeguarding
of certain “protected health information” (as defined therein) received or created by the business associate

(a “BA Agreement’); and

WHEREAS, PDA, in the performance of its services in connection with the Health Plan, may be deemed
a “business associate” within the meaning of the Privacy Rule; and

WHEREAS, the Parties desire to enter into an agreement intended to satisfy the BA Agreement
requirement and related requirements under the Part D Program (as defined in the Service Agreement) as
and to the extent such requirement may be applicable.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements
herein contained, the Parties agree as follows:

AGREEMENT
i. Definitions
Capitalized terms not expressly defined in this Agreement shall have the meanings as
defined in the Privacy Rule and the Security Standards (as defined below). For purposes of

this Agreement:

(a) “Designated Record Set” shall have the same meaning as the term “designated record
set” in 45 CFR 164.501 in respect of the Health Plan.

(b) “Effective Date” shall have the meaning as set forth in Section 7(a) of this Agreement.

(c) “ERISA” shall mean Employee Retirement Income Security Act of 1974, as amended,
and the regulations hereunder.

City of Nashua 1 BAA Revised October 2013

(d)

(e)

(f)

(g)

(h)

(i)

@)

(k)

(I)

(m)

“Individual” shall have the same meaning as the term “individual” in 45 CFR 160.103
and shall include a person who qualifies as a personal representative in accordance with
45 CFR 164.502(g).

“Health Plan Administrator” or “Plan Administrator” shall have the same meaning as
set forth in the Health Plan’s Plan Document or in the absence of such designation shall be
the Plan Sponsor.

“Privacy Rule” shall have the meaning as set forth in the RECITALS portion of this
Agreement.

“Protected Health Information” shall have the same meaning as the term “protected
health information” in 45 CFR 160.103, but limited to the information created, received,
transmitted or maintained by PDA from or on behalf of the Health Plan. “Protected Health
Information” includes electronic protected health information (as defined in 45 CFR
160.103) (“ePHY”) that PDA creates, receives, maintains or transmits on behalf of the
Health Plan.

“Required by Law” shall have the same meaning as the term “required by law” in 45
CFR 164.103 (and as further described in 70 Federal Register 4405 with regard to
compliance with the Center for Medicare and Medicaid Services’ requirement of
disclosure of Protected Health Information pursuant to 42 CFR 423.884(b)).

“Secretary” shall mean the Secretary of the Department of Health and Human Services
or his designee.

“Security Incident” shall have the same meaning as set forth in 45 CFR 164.304, and
which includes the attempted or successful unauthorized access, use, disclosure,
modification, or destruction of information or interference with system operations in an
Information System (as defined at 45 CFR 164.304).

“Security Standards” shall mean the Security Standards for the Protection of Electronic
Protected Health Information at 45 CFR Parts 160, 162, and 164, as amended from time to

time.

“Service Agreement” shall have the meaning as set forth in the RECITALS portion of
this Agreement.

“Significant Breach” shall mean a pattern of activity or practice that constitutes a
material breach or violation of this Agreement in the written opinion of legal counsel for
the Health Plan. For purposes hereof, a “pattern of activity or practice” shall consist of at
least three (3) discrete acts and/or omissions within a period of not more than 180
consecutive days.

2 Obligations of PDA

PDA agrees to:

(a)

City of Nashua

Not use or disclose Protected Health Information other than as permitted or required by
this Agreement, the Privacy Rule, the Security Standards, or as Required By Law;

2 BAA Revised October 2013

(b)

(c)

(d)

City of Nashua

Use appropriate safeguards to prevent use or disclosure of the Protected Health
Information other than as provided for by this Agreement and mitigate to the extent
practicable, any harmful effect known to PDA of use or disclosure of Protected Health
Information in violation of this Agreement;

Report to the Health Plan Administrator, for the benefit of the Health Plan, any use or
disclosure of the Protected Health Information not provided for by this Agreement of
which it becomes aware, including any potential “breach” of Protected Health Information
that may require notification to Individuals, the media, and/or the Secretary pursuant to 45
CFR 164.400 et. seqg., and any Security Incident of which it becomes aware.

PDA agrees to assist Health Plan, or Health Plan Administrator on behalf of the Health
Plan, as it determines, in its sole discretion, whether any impermissible use or disclosure of
Protected Health Information constitutes a breach of Protected Health Information for
purposes of Subtitle D of the Health Information Technology for Economic and Clinical
Health Act of 2009 (42 U.S.C. 17921-53) and its implementing regulations (““HITECH”)
and the Privacy Rule, and whether such breach requires notification by the Health Plan to
Individuals, the media, and/or the Secretary.

In furtherance of the foregoing, in the event PDA discovers a breach of Protected Health
Information, PDA agrees:

(i) To provide the Health Plan with relevant information, including without
limitation, a brief description of the incident, the date of the incident, the
Individuals potentially affected, the date of discovery, the type of Protected
Health Information involved, any recommendations that should be made to
Individuals for their protection, a description of how PDA is and proposes to
mitigate any harm to Individuals, a description of how PDA is and will prevent
future incidents, and any other information reasonably requested by the Health
Plan so that it may comply with its obligations under HITECH and its
implementing regulations, and the Privacy Rule.

(ii) To assist the Health Plan to further investigate any breach incident, to assist in
making notifications to Individuals as necessary, to mitigate any harm resulting
or that may reasonably result from a breach incident, and to assist in taking any
other actions that the Health Plan deems reasonably necessary to comply with
HITECH and its implementing regulations, and the Privacy Rule.

Ensure that any agent, including a subcontractor, to whom it provides Protected Health
Information received from the Health Plan, or that creates, receives, maintains, or
transmits Protected Health Information on behalf of PDA, enters into an agreement that
contains the same or more stringent restrictions and conditions that apply through this
Agreement to PDA with respect to such information, including without limitation,
ensuring that any such agent or subcontractor agrees to implement administrative, physical
and technical safeguards as required by the Security Standards that reasonably and
appropriately protect the security, confidentiality, integrity, and availability of any ePHI
that PDA creates, receives, maintains, or transmits on behalf of the Health Plan; provided
that the Health Plan shall not have any right to disapprove any subcontractors of PDA or to
review any agreements with such subcontractors, except to the extent specifically provided
herein;

3 BAA Revised October 2013

Finance Committee - 11/15/2017 Page 7
Mayor Donchess

Yes. They bought the business.

Alderman Cookson

It’s a two-year term, $1.00 per year?

Mayor Donchess

Mayor Donchess

Correct.
MOTION CARRIED

MOTION BY ALDERMAN CLEMONS TO RECOMMEND FINAL PASSAGE AS AMENDED
MOTION CARRIED

RECORD OF EXPENDITURES

MOTION BY ALDERMAN CLEMONS THAT THE FINANCE COMMITTEE HAS COMPLIED WITH THE CITY
CHARTER AND ORDINANCES PERTAINING TO THE RECORD OF EXPENDITURES FOR THE PERIODS
OCTOBER 13, 2017 TO OCTOBER 26, 2017, AND OCTOBER 27, 2017 TO NOVEMBER 9, 2017

MOTION CARRIED

PUBLIC COMMENT - None

REMARKS BY THE ALDERMEN - None

POSSIBLE NON-PUBLIC SESSION - None

ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE_TO ADJOURN
MOTION CARRIED

The Finance Committee meeting was adjourned at 7:24 p.m.

Alderman Ben Clemons
Committee Clerk, pro tem

THE CITY OF NASHUA “The Gate Cy

Economic Development Division — Parking Department

TO: Mayor Donchess/V. Chair Cookson

FROM: Jill Stansfield, Parking Operations Foreman

CC: Tim Cummings, Economic Development Director/Finance Committee Members

DATE: October/2017

RE: Parking Department’s Snow Event Responsibilities & Parking Garage Roof Deck Management

Background Context Relative to Snow Removal Process

The Parking Department’s first priority during and/or immediately following each snow event is to clear sidewalks,
crosswalks, and staircases that are located in the immediate downtown area, along with the use of outside
contractors who plow the City’s 15 municipal parking lots. More specifically, the area on Main Street that is the
responsibility of the Parking Department includes, the east side of Main Street between E. Hollis and Lowell Street,
the west side of Main Street between W. Otterson Street and Franklin Street. Starting this year, we will be adding in
the sidewalk portion of Main Street from Franklin Street to the top of Main Street where Main Street turns into
Amherst Street.

In addition to clearing the areas around both of the parking garages and the Main Street sidewalks, the Parking
Department also clears the sidewalk on the north side of W. Pearl Street from Main to Street to Walnut Street,
portions of sidewalk on Elm Street from W. Hollis Street to Mulberry Street, and the Rail Trail from between Main
Street to Elm Street. Additionally, the Parking Department clears the newer walkway between 154 Main Street and
170 Main Street that leads into the Spring Street parking lot, along with 3 staircases which are located on the north
side of Factory Street heading down into the Water Street parking lot, on the north side of Water Street heading
down into the Le Pare Renaissance parking lot, and on the east side of Main Street heading down into the Pearson
Ave. parking lot.

Priorities that follow this include, but are not limited to, plowing the parking garage roof decks, salting and sanding
parking lots, application of ice melt on sidewalks, walkways, staircases where needed, and preparing snow for
removal and/or melting. Factors with each storm can play a role on whether or not we shift the department’s focus,
but the contracted lot plowing along with sidewalks, crosswalks, and other pedestrian travel areas are always the
department’s first priority.

Management of Garage Roof

Due to some of the unprecedented consecutive winter storms we have had during previous seasons, along with long
continuous staff hours, it can take several days before the Parking Department staff can finally begin the plowing of
the garage rooftops.

This has, at times, limited parking for employees, residents, and others, especially during citywide issued snow
emergencies. Outside normal business hours, which is when the city tries to issue most snow emergencies, there is
more than ample parking on the lower levels, which has allowed the department to authorize rooftop permit holders
to park in the covered section of the garages until the rooftop has been plowed. This resolution has worked out well
during the majority of the citywide issued snow emergency events over the past few years. If needed the current
contract the City of Nashua has in place with The Doty Group, has the option to allow for actual removal of snow
following storms on the garage roofs.

The Doty Group, our plowing contractor could make this a priority along with the new parking lot located at 25
Crown Street; however, adding more time will incur more expense, which everyone should be aware of from a

financial or budgeting perspective.

If there is a specific issue please let this department know and we will do our best to remedy the matter. Thank you
for your kind attention to this memo and please do not hesitate to contact me if I can ever be of assistance.

229 Main Street, Suite 234 « Nashua, New Hampshire 03060 e Phone (603) 589-3106

THE CITY OF NASHUA “The Cate City

To: J. Donchess, Mayor - M. Cookson, V. Chair

From: Tim Cummings, Director of Economic Development
Ce: Members of Finance Committee

Date: November/2017

Re: R-17-139 — Request Amendment

Purpose of Memo
I am writing to request an amendment to R-17-139 “Authorizing the City of Nashua To Enter Into A Lease
Agreement With Absolute Broadcasting, LLC for a Portion of 1 Pine Street Extension.”

Status
R-17-139 was heard by the Finance Committee on October 18" and tabled.

Background

As you may know, the City of Nashua now possesses 1 Pine Street Extension and while inventorying, securing
and otherwise doing due diligence the City learned that Absolute Broadcasting, LLC uses a de minimis portion
of the building to operate its radio station. Essentially, for storage and other personal property pertinent to
operating a radio antenna in close proximity.

Upon discovery of this matter the city wants to ensure from a liability standpoint the proper
insurance/protections are in place, which is why R-17-139 is before you.

Absolute Broadcasting, LLC or otherwise known as “WSMN 1590” is in transition. The ownership is now a
small business group actively working to stabilize the radio station purchasing the station in the spring of 2017.
They are currently moving from one end of Main Street to the other.

Therefore, to assist this small downtown business, which was not anticipating a $3,000 cost I am asking that
the rental figure be amended as outlined below. This is a small and temporary gesture we can make to help this
business cash flow appropriately and stabilize itself while also encouraging a local media outlet to prosper.

Request
Tam requesting the following:

In line four (4) of the first paragraph of R-17-139 after the word “is” please strike the following; “two hundred
and fifty dollars ($250.00) per month ($3,000.00 annually). The term is for two years.” and replace it with the

following; “one dollar ($1.00) per year. The term is for two (2) years with two options to extend for additional
two year periods.”

Relative to the Lease Agreement attached to Resolution R-17-130 on page two (2) in paragraph 3.01 entitled
“RENT.” in line 3 after the word “be” the figure “$250.00” is stricken and replaced with the following;
“$1.00”.

Please see the enclosed proposed amended copy of R-17-139 dated Nov. 15" 2017, which if the committee so
desires could be substituted in its entirety if a motion is made an accepted.

Proposed
Amendment
Nov. 15, 2017
R-17-139

RESOLUTION

AUTHORIZING THE CITY OF NASHUA TO ENTER INTO A LEASE AGREEMENT
WITH ABSOLUTE BROADCASTING, LLC FOR A PORTION OF 1 PINE STREET
EXTENSION

CITY OF NASHUA

In the Year Two Thousand and Seventeen

RESOLVED by the Board of Aldermen of the City of Nashua that the City is authorized
to enter into the attached lease agreement, substantially in the form attached, with Absolute
Broadcasting, LLC for a portion of the property known as 1 Pine Street Extension, Nashua, New
Hampshire. The rental amount is one dollar ($1.00) per year. The term is for two (2) years with
two options to extend for additional two year periods.