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5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless approved
by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall
be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid,
and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings Robin Bousa

Director of Economic Development Vanasse Hangen Brustlin Inc. (VHB)
City of Nashua 2 Bedford Farms Dr. Suite 200

Bedford, NH 03110

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail.
The City of Nashua or Professional Engineer may change the address or representative by giving written
notice to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

Zz (Op ton Pra

City of Nashua, NH (signdture) Vanasse Hangen Brustlin, Inc. (signature)
Tim Cummings, Dir. Econ. Dev. Robin Bousa, Managing Director
(Printed Name and Title) (Printed Name and Title)

4/26/22 4/97/22.
Date Date

AG 3 of 3

City of Nashua

Human Resources Department

229 Main Street - Nashua, NH 03060 (603) 589-3230
Fax (603) 589-3244

To: Finance Committee
From: Larry Budreau, Human Resources Director
Subject: SmartShopper Contract Approval

Date: June 27, 2019

The City introduced “SmartShopper” to employees, retirees, and dependents of the City and
School District who are enrolled in health insurance (members) during its April/May 2019 Open
Enrollment period. Please see page 2 (attached) of the Open Enrollment brochure.

The program incentivizes covered members to “shop” on the SmartShopper website or with a
representative on the telephone. When a member selects a lower-cost high-quality service
provider for one of 50 common procedures, he or she receives a monetary reward ranging from
$25 for blood testing to $500 for knee surgery. The cost savings reduces the City’s health
insurance claims cost. Digital Sapphire retains 30% of the savings. SmartShopper determines cost
savings by mining Anthem’s claim data for like services. The cost range for identical services at
different providers can be astounding — sometimes thousands of dollars.

SmartShopper, operated for-profit by Sapphire Digital of Lyndhurst, NJ, has been in operation for
several years in the City of Manchester (2009) and the State of New Hampshire. Both speak highly
of the program. Plan results posted on Manchester’s website reflect a 350% return on
investment. Results are expected to grow slowly as health care “consumerism” requires a cultural
shift.

Adopting the program is supported by the Schooi and City Human Resources staffs; Workplace
Benefits Solutions, the City’s health insurance consultant; Kim Kleiner, Administrative Services
Director, and Mayor Donchess. Anthem includes SmartShopper in its fully insured contracts, and
is paying the fixed fee on the City’s behalf for the 3-year contract period.

In summary, though Sapphire Digital is paid for its service, the program will provide a net savings
to the City.

Thank you,

Larry

Larry Budreau

Become a “SmartShopper”

We are happy to announce two new benefits available to
employees and their dependents enrolled in the

City’s health insurance plans.

SmartShopper - How it Works: ue

1. Your doctor recommends a necessary medical procedure

2. You call SmartShopper at 1-800-824-9127, or go to
vitalssmartshopper.cam to shop for the most cost effective location in
your area for the procedure

3. SmartShopper helps you schedule your appointment

4. You receive a cash reward - - a check will be sent directly to you! (45-
60 days following the procedure) No forms, no hassles!

|

You earn cash rewards for many common procedures, such as:
Lab Work ~ Mammogram ~ Colonoscopy ~ MRI ~ X-Ray

And many more... complete list of rewards can be found online at
www.nashuanh.gov or www.nashua.edu

eee

or

Want to become a better healthcare consumer for ail of your healthcare needs?

You can find more healthcare cost saving opportunities at: www.nhhealthcost.nh.gov
You can find price ranges for prescriptions and medical services at: www.anthem.com

Mobile Health - How It Works:

i. You need to register in one of the following ways:

ave *

= Home a " Download the free Viobile Health Consumer App from the
yoo app store on your Apple or Android phone or tablet

Resommended for
$100 SMI Healthy Measuny

s Goto www.mobilehealthconsumer.com, choose the user
button, then register now
2. Access Mobile Health via mobile, tablet or web to get access to
your medical deductible, find a SmartShopper provider, see a
doctor using Live Health Online, print ID cards, view your
medical, dental, vision, pharmacy, flexible spending, HSA

Yoo are kvited ta cStend th. benefits, and more!

Ax ut or tlgepmnben 25TH ba

Store dete thm doctor 3. Get alerts on health, wellness, and Citywide events

ee ety Rowson: 4. Dependents over the age of 18 covered on City health plans are

also eligible to download the free app

SmartShopper Services Agreement

This SmartShopper Services Agreement (“Agreement”) is dated June 5, 2019 and is between MDX
Medical Inc. d/b/a Sapphire Digital, a Delaware Corporation, located at 160 Chubb Avenue, Lyndhurst,
Suite 301, New Jersey 07071 (“Sapphire Digital”) and the City of Nashua, located at 229 Main Street
Nashua, New Hampshire 03060 (“Customer”). Sapphire Digital and Customer are each referred to herein
as a “Party” and collectively as the Parties.

The Customer provides an incentive benefit program to public sector employers who are enrolled on the
Customer’s Medical benefit plans. Sapphire Digital is in the business of offering cost savings services
with respect to employer group health plans.

The Customer wishes to engage Sapphire Digital as an independent contractor to provide the SmartShopper
Program and associated services as described in “Attachment A”,

1. Term. This Agreement shall become effective on July 1, 2019 (“Effective Date”) and shall
continue for a period of three (3) years (“Initial Term’’). Initial Term means the term beginning
July 1, 2019 and extending to saved shopping transactions in the Sapphire Digital system ending
on June 30, 2022. There will be a six-month wind-down period of claims run out for the
calculation and invoicing of fees generated during the wind-down period, and for the
determination of incentives through September 30, 2022. Subsequent to the Initial Term, the
Agreement shall only renew upon the mutual written agreement of the Parties (each a “Renewal
Term’).

2. Definitions. For purposes of this Agreement, the following definitions apply:

a. “Member” means any Customer employee or dependent of that employee’s family that
is insured through the Customer’s self-funded health benefit program and has access to
the SmartShopper Program.

b. "SmartShopper Program" or "Program" means a program aimed to reduce medical plan
claim costs by providing incentives to covered employees and their dependents that
utilize Cost-Effective Providers.

c. Cost-Effective Provider” means a provider that has been identified through the
SmartShopper Program who a Member may utilize and thereby qualify for an Incentive
Reward Payment.

d. “Incentive Fund” means an account held by Sapphire Digital and funded by the Customer
for the use by Sapphire Digital in providing Incentive Reward Payments te Members when
care is received at a Cost-Effective Provider.

e. “Incentive Reward Payment” means a payment sent to the Member by Sapphire Digital
written out of the Incentive Fund. Checks for Members under the age of 18 will be made
payable to and mailed to the subscriber.

3. Customer Expectations.
a. Customer and Sapphire Digital shall mutually agree in writing to a Member engagement
plan (“Engagement Plan”) which shall be based in part on the claim’s history of the
Customer. Sapphire Digital shall notify the Customer of any changes affecting the Customer'

obligations under the Engagement Plan mutually agreed to pursuant to this Agreement at least
thirty (30) days prior to implementing such changes and shall require mutual consent between
Sapphire Digital and the Customer. Pursuant to the Engagement Plan, Sapphire Digital may
send to Members SmartShopper Program awareness communications, transactional
communications or communications related to the Member’s individual SmartShopper
Program transaction or experience via telephone, email, text and mailings. All printing,
materials and associated postage will be paid by Sapphire Digital as agreed to in the
Engagement Plan. To the extent necessary for Sapphire Digital to send such communications
and upon request from Sapphire Digital, Customer will provide contact information if
available for such Members. Customer agrees that for any contact information that Customer
provides for use in connection with this Agreement, Customer is responsible for obtaining
from the Member consent necessary for the use of that information. Customer acknowledges
and agrees that Sapphire Digital shall not become or be considered a plan fiduciary as a result
of such communications or any other actions taken under the SmartShopper Program.

b. On or before the Effective Date, Customer agrees to:

i. Deliver a leadership announcement in a form and format to be mutually agreed
upon by the Parties to all Members announcing the SmartShopper program and
encouraging Members to utilize the SmartShopper Program whenever they are
to procure a healthcare service covered under the SmartShopper Program.

ii. Deliver where applicable, communications to covered Members regarding the
SmartShopper Program.

c. In the event the Customer fails to comply with the Engagement Plan mutuaily agreed to or
otherwise comply with the obligations set forth in this Section 3, Sapphire Digital shall
provide written notice of such breach to Customer. In the event Customer fails to remediate
such breach within thirty (30) days of receipt of written notice, Sapphire Digital shall be
permitted to stop investing hard costs into the Engagement Plan (including but not limited to
mailers). If such breach is not remediated within sixty (60) days of written notice, the
Agreement may be terminated by either Party.

4. Incentive Reward Payments.

a. Sapphire Digital shall provide Incentive Reward Payments to Members that fully comply
with the terms of the SmartShopper Program and utilize a Cost-Effective Provider for a
medical procedure described in “Attachment B”. Sapphire Digital shall make the authorized
Incentive Reward Payments from the Incentive Fund. Funds held in the Incentive Fund
account shall be used by Sapphire Digital for the sole purpose of making Incentive Reward
Payments. Sapphire Digital shall return any unused funds upon termination or expiration of
this Agreement, after all outstanding Incentive Reward Payments have been made, but no
later than ninety (90) days after the termination or expiration date. Following the termination
of this Agreement for any reason, Sapphire Digital shall continue to provide runout Services
during the wind-down period (as provided in Section 1 above) of six (6) months following
the termination effective date. Such Services shall include, without limitation, processing the
payment of any and all Incentive Reward Payments with respect to eligible claims incurred
by Enrollees prior to the date of such termination. Enrollees are required to shop for the
service prior to the effective date of the termination of the Agreement and Sapphire Digital
must receive and process the confirmatory claims data for the service of a Cost- Effective
Provider prior to such termination date. Incentive Fund accounts do not bear interest.
Furthermore, Customer shall have the right to request, upon thirty (30) days advanced written
notice, an updated accounting of the funds in the Incentive Fund account.

b. Customer acknowledges and agrees that: (a) it has had the opportunity to review tax,
wage withholding and reporting laws and regulations applicable to the Incentive Reward
Payments under the SmartShopper Program; and (b) assumes full legal responsibility for
compliance with such laws and regulations regardless of whether Sapphire Digital is the
payer of the Incentive Reward Payments and shall be solely responsible for determining the
form and method of any income tax reporting and withholding applicable to Incentive
Reward Payments. Based on Customer’s decision to report the income for Members related
to the Incentive Reward Payments under an IRS Form 1099-MISC, Sapphire Digital shall
perform such tax reporting to the Members for those Members that earn more than the 1099-
MISC applicable threshold in any given calendar year under the tax identification number of
Sapphire Digital. Sapphire Digital shall be responsible for performing the 1099-MISC
reporting in an accurate and timely manner. Notwithstanding the foregoing services being
performed by Sapphire Digital, Sapphire Digital shall not be responsible for Customer’s
decision to report the income for Members related to Incentive Reward Payments under IRS
Form 1099-MISC. Customer shall indemnify and hold Anthem and Sapphire Digital
harmless with respect to any tax issues or claims related to the Program.

5. Fees; Incentive Fund.

a.

Fees.

i.The administrative fee payable to Sapphire Digital for the Initial Term to administer the
SmartShopper program shall be based on a hybrid arrangement with a fixed cost of $0.20 Per
Member Per Month (PMPM) paid by Anthem to Sapphire Digital for the three years of this
agreement, and a fee payable to Sapphire Digital by Customer equal to Thirty Percent (30%) of
the Claims Savings portion for the Smart Shopper Program. The thirty percent (30%) percent of
Claim Savings portion of the compensation_shall be Sapphire Digital’s sole compensation payable
by Customer under this Agreement with the Customer.

ii. The fees for any Renewal Term shall be mutually agreed upon by the Parties. All invoices shall
be paid within thirty (30) days of receipt by the Customer.

For purposes herein, Gross Savings shall be calculated in accordance with the standard
methodology for calculating savings under the Anthem Vendor Contract dated January 1, 2014 as
amended between Sapphire Digital and Anthem, Inc.

Claims Savings means Gross Savings less the Incentive Reward Payments paid under the
Program. Should a Member use the SmartShopper Program and intend to use a provider prior to
shopping that happens to be a Cost Effective Provider and receives an incentive eligible
procedure at such provider (i.e. Gross Savings between Point A - Point B = $0), the
SmartShopper Member would still carn an Incentive Reward Payment and the Claims Savings
calculation would result in a savings amount of $0.00.

b. Incentive Fund.

i. Sapphire Digital shall invoice Customer an amount equal to $10,000 (“Initial Incentive Fund
Amount”) for the purpose of establishing the working Incentive Fund to be used for providing
Incentive Reward Payments to Members. The Initial Incentive Fund Amount shall be due to
Sapphire Digital within ten (10) days after the Effective Date of the Agreement.

ii. Incentive Reward Payments shall be invoiced monthly to Customer by Sapphire Digital and
shall be paid by Customer within thirty (30) days of receipt of an invoice.

iii. The sufficiency of the amount of the Incentive Fund shall be reviewed periodically by the
Parties. The Parties mutually agree to increase the Incentive Fund upon determination that the
initial up-front funding amount is insufficient based on the volume of Incentive Reward Payments

made. Sapphire Digital shail have the right in its sole and reasonable discretion to cease the
processing of Incentive Reward Payments until sufficient funds are deposited into the Incentive
Fund. The Incentive Fund shall not bear interest.

6. Confidentiality. Any information provided to Customer that specifically references a Member’s name
or other individually identifiable information by Claims Administrator or Sapphire Digital regarding
Member’s use of the Program will be limited to information needed for tax reporting or financial
accounting purposes only. Except as set forth herein, no reporting regarding Program utilization and/or
performance provided to Customer by Sapphire Digital shall identify any individual Member. The
Parties acknowledge and agree that Customer is a Covered Entity (as defined under HIPAA) and
Sapphire Digital is a Business Associate (as defined under HIPAA) of Customer in connection with the
provision of services under this Agreement. The Parties agree that they will each perform their
obligations under this Agreement and with respect to the Program in compliance with all applicable
requirements of HIPAA. Sapphire Digital’s duties and responsibilities in connection with requirements
imposed by HIPAA are set forth in the Business Associate Agreement attached hereto as Attachment C.

7. Authority to Authorize Incentive Reward Payment. Sapphire Digital has the sole authority to
determine if the Member has complied with the terms of the SmartShopper Program requirements and is
eligible to receive Incentive Reward Payment(s), and to authorize or deny such payment based on
Sapphire Digital’s compliance and eligibility determination.

8. Cancellation. Each Party will have the right to terminate this Agreement if a Party breaches any
material term or condition of this Agreement and such breaching Party fails to cure such breach within
thirty (30) days after receipt of written notice of the same. Sapphire Digital reserves the right to cancel
the administration of the SmartShopper Program if any invoices are not paid within thirty (30) days of
receipt, for two (2) consecutive months. Subsequent to the termination of the expiration of this
Agreement, in addition to any administrative fees owed, Customer shall be responsible for reimbursing
Sapphire Digital all Incentive Reward Payments earned by Members prior to the termination or expiration
of the Agreement.

9. Intellectual Property. As between Customer and Sapphire Digital, Sapphire Digital retains all rights,
title and interest in and to all intellectual property rights and any and all technology developed or used to
provide the SmartShopper Program to Customer (collectively, the “Sapphire Digital IP”), and Customer
acquires no rights with respect to the Sapphire Digital IP, by implication or otherwise, except for those
expressly granted in this Agreement. Sapphire Digital shall own all data generated from the
Smartshopper Program, including any user registrations.

10. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (OR TO
ANY OTHER PERSON CLAIMING RIGHTS DERIVED THEREFROM) FOR CONSEQUENTIAL,
INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING
WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR
OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH
RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING
NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE
SMARTSHOPPER PROGRAM, OR OTHERWISE ARISING FROM OR RELATING TO THIS
AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER
REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. Customer
acknowledges that the limitation of liability set forth in this Section 10 shall not apply to Sapphire
Digital’s claims for unpaid fees and that Sapphire Digital has set its prices and entered into this
Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set

forth herein, and that the same form an essential basis of the bargain between the parties. The Parties
agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will
survive and apply even if found to have failed of their essential purpose.

11. Assignment. The Parties may not assign their rights or delegate their duties under this Agreement
either in whole or in part without the prior written consent of the other Party. Any attempted assignment
or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each
Party’s successors and permitted assigns. Notwithstanding the foregoing, (i) either Party shall be
permitted, without any obligation to obtain the consent of the other Party to assign, delegate or otherwise
transfer this Agreement or any of its rights or duties hereunder to an affiliate of Sapphire such Party and
(ii) the merger, consolidation, sale of equity interests or acquisition of all or substantially all of the assets
of a Party or of its line of business to which this Agreement relates shall be deemed not to be an
assignment of the rights, or delegation of the duties, of such Party hereunder and such Party shall have no
obligation to obtain the consent of the other Party in connection with any of the foregoing.

12. Force Majeure. Neither Party will be liable for or be considered to be in breach of or default under
this Agreement, other than monetary obligations, as a result of any cause or condition beyond such
Party’s reasonable control.

13, Waiver. No oral modifications shall be effective, and no delay or failure on the part of either Party to
insist on compliance with any provision hereof shall constitute a waiver of such Party’s right to enforce
such provision.

14. Notice. All notices and other communications hereunder will be in writing or by written
telecommunication, and will be deemed to have been duly given if delivered personally or if mailed by
certified mail, return receipt requested or by written telecommunication to the address of the Party set
forth above, or to such address as the recipient of such notice or communication will have specified to the
other Party hereto in accordance with this section.

15. Governing Law. This Agreement is made under and will be governed by and construed in accordance
with the laws of the State of New Hampshire (except that body of law controlling conflicts of law). The
Parties irrevocably consent to jurisdiction and venue in the Federal and state courts of New Hampshire.

16. Promotion. Customer agrees to provide a high-resolution logo image file to Sapphire Digital for use
within the Engagement Plan and understands that Sapphire Digital may distribute press releases
indicating that Customer is a client of Sapphire Digital.

17. Scope of Agreement; Entire Agreement. This Agreement, including all documents incorporated
herein by reference, constitutes the complete and exclusive agreement between the parties with respect to
the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions,

headings used in this Agreement are intended for reference purposes only and shall not affect the
interpretation of this Agreement. The illegality, invalidity, or unenforceability of any provision of this
Agreement shall not in any manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and
enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement.
If an ambiguity or question arises with respect to any provision of this Agreement, this Agreement will be
construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or
disfavoring either Party by virtue of authorship of any of the provisions of this Agreement This

Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original,
but all of which together shall constitute one and the same instrument. Signatures exchanged via
facsimile, pdf/email or other electronic method shall be binding. A photocopy of a fully- or partially-
executed original of this Agreement, including for example a facsimile or graphical-image copy, will be
admissible in evidence for all purposes in any proceeding as between the Parties to the same extent (if
any) as the original.

18. Insurance. Sapphire Digital shall comply with the insurance provisions attached hereto as Exhibit
D.

[SIGNATURE PAGE FOLLOWS]

MDX Medical Inc.

Signature:

Name:

Title:

Date:

Customer
Signature:

Name:

Title:

Date: