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Board of Aldermen — 9/12/17 Page 41

MOTION BY ALDERWOMAN MELIZZI-GOLJA TO AMEND R-17-122 BY AMENDING IT WITH THE
GOLDEN ROD COPY PROVIDED WITH THE AGENDA

ON THE QUESTION

Alderwoman Melizzi-Golja

The amendments adds one additional member from the arts commission and one additional member from the
downtown improvement committee for a total of three members from each. It will then become an eleven-
member committee instead of nine. The committee will be made up the mayor, or his designee, a
representative from the chamber, three members from the Board of Ed, three from the downtown improvement
committee and three from the arts commission.

Alderman Deane

| just wanted to go back in time to the Joint Special School Building Committee when we had a large
contingent of members who wouldn’t show up and we couldn’t make a quorum. Eleven people is a lot of
people. You're going to need six. Good luck.

Alderman Schoneman

If an arts center is going to succeed here, | think getting back to some of the comments earlier, | think business
orientation, someone who is really professional about a professional arts center ought to be involved. These

folks sound like they are community artists and plenty of passion. Do they have the ability to add members if
they want to or can we put someone on there that we specify should be a pro?

President McCarthy

Vote it up or down, it’s as itis. They can come back to us and propose whatever changes they would like after
they discuss it.

Alderman Cookson

If this doesn’t pass, it would be 3 BOE members and then two from downtown improvement and two from the
arts?

Alderwoman Melizzi-Golja

Correct.

MOTION CARRIED

MOTION BY ALDERMAN MELIZZI-GOLJA FOR FINAL PASSAGE OF R-17-122 AS AMENDED

ON THE QUESTION

Alderman Cookson

| mentioned during my comments with regard to the performing arts center the Nashua Arts Commission. The
Nashua Arts Commission, again, was charged being the face of the art culture and art buildings. They would
facilitate, advocate, coordinate and educate. That was part of the legislation. I’m curious if these two roles are

duplicative of one another and why the Nashua Arts Commission wouldn’t have a more prominent role in
establishing this performing arts center downtown.

THE CITY OF NASHUA

Adwunistrative Services
Purchasing Department

"The Gate City"

December 30, 2020
Memo #21-072

TO: Mayor Donchess
Finance Committee

SUBJECT: Dependent Eligibility Verification Audit in the amount not to exceed $33,000 funded from
Benefits Self Insurance Fund Account 53999 Other Professional Services

Please see attached communications from Kimberly Kleiner, Director of Administrative Services, dated December
29, 2020 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Audit to validate dependents covered under city health/dental plans are eligible.
Value: $33,000
Vendor: Health Decisions/PDA

Department: 113 Administrative Services - HR/Benefits
Source Fund: 53999 Other Professional Services

Ordinance: Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting,
architectural, auditing, engineering, legal, medical and ambulance services and purchases
of independent professional consultant services for personnel, data processing, actuarial,
planning, management and other comparable purchases competitive bidding shall not be
required.

The City, through our benefit consultant, has received the following proposals for this project:

Vendor Location Amount Note

BMI Audit Services South Bend, IN $43,657

Health Decisions/PDS Livonia, MI $33,000

Health Management Services (HMS) | Irving, TX $39,769

Secova Wall Township, NJ | $31,266* | *Postage will be an additional cost with
this proposal.

We recommend this bid to be awarded to the lowest total cost vendor who met the specified requirements.

The Human Resources/Benefits Department, and the Purchasing Department respectfully request your approval
of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: K Kleiner
J Graziano

229 Main Street * Nashua, New Hampshire 03061 ¢ Phone (603) 589-3330 « Fax (603) 589-3233

igses\ THE CITY OF NASHUA

Administrative Services Division

"The Gate City"

To: Mayor Donchess
Finance Committee
From: Kim Kleiner, Director of Administrative Services

Date: December 29, 2020
Subject: Dependent Eligibility Verification Audit

In October, the city requested bids for proposal thru our consultant, Workplace Benefit
Solutions (WBS), for firms to conduct a Dependent Eligibility Verification Audit on our
medical and dental plans.

A dependent eligibility audit will allow the city to validate that dependents covered under
the city health and dental plans are eligible. This is accomplished by requesting that
employees provide additional information or documentation for their enrolled
dependents.

Proposals were received from four firms:

1. BMI Audit Services Estimated cost of $43,657
2. Health Decisions/PDA Estimated cost of $33,000
3. Health Management Services (HMS) Estimated cost of $39,769
4. Secova Estimated cost of $ 31,266 + postage

After careful review of all proposals, the evaluation team chose Health Decisions/PDA

for the following reasons:

1. PDA has the highest employee response rate in the industry, achieving an average of
98% over the past 15 years.

2. In the past 30 years of audits, PDA has never experienced a single employee appeal.

3. PDA uses customized communications, a multi-letter process, unlimited outbound

calls, an interface with a secure web portal and tracks calls received by their call center.

1]/Page

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.

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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