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1.3 Approval of Materials. Purchaser retains the right to review printed materials,
which are distributed by HPHC to Members of Purchaser's Plan. Prior to distribution HPHC
shall provide Purchaser or its Designee sample copies of the printed materials. HPHC shall
distribute such materials to Purchaser’s Members unless Purchaser or its Designee instructs
HPHC to delay or cancel such distribution within a reasonable period of time prior to
distribution. See Attachment A for the provision of non-standard printed materials. This
provision does not apply to patieni/clinician communications or other written n communications

intended for a specific individual.

1.4 Providers as Third Party Beneficiaries. Purchaser acknowledges and agrees
that Contracting Providers shall be intended third party beneficiaries of Purchaser's obligation
to pay such providers under Section 2.2.

1.5 HPHC Compensation. Purchaser shall pay HPHC a monthly fee for the
Services HPHC provides, in the amounts and manner specified in Attachment C, which
atiachment is incorporated herein by reference. It is specifically provided that HPHC may
amend the Service fees payable to HPHC under Attachment C, and HPHC shall use
reasonable efforts to provide advance written notice of such proposed Service fee amendment
to Purchaser at least sixty (60) days prior to an anniversary date of this Agreement. In the
event that HPHC fails to provide notice to Purchaser in a timely manner, HPHC may propose
an amendment to the Service fees payable to HPHC by submitting written notice to Purchaser
which, upon acceptance by Purchaser, shall become effective on the first day of the month
following sixty (60) days written notice, but in no event shall HPHC amend its Service fees
more than one time in each twelve (12) month period without the agreement of both parties. If
Purchaser fails to accept such proposed-amendment as provided above within thirty (30) days
from receipt of notice of HPHC’s proposed Service fee amendment, or if some other Service
fee is not agreed to by both parties, HPHC may terrninate this Agreement upon sixty (60) days

prior written notice.

1.6 Listof Members, Purchaser will provide HPHC with.a list of Members who are
eligible and have elected to receive benefits under the Plan. The list shall include ail
appropriate demographic data required for HPHC to carry out its obligations under this
Agreement. HPHC may rely upon such list in performing its duties hereunder. Purchaser, or
its designee, will notify HPHC of any additions, changes, deletions or modifications to the list of
Members on a monthly, or more frequent, basis. Purchaser may add Members retroactively for
up to 180 days, and may terminate Members retroactively for up to 60 days.

1.7 Eligibility. Purchaser has established the eligibility requirements for
participation of Members in the Plan. Purchaser shall notify HPHC in writing of any changes in
eligibility requirements. If the provisions of any state or federal law or regulation are changed

which aifect the eligibility of or the determination of eligibility of persons participating in this
Plan, Purchaser shall notify HPHC as described above, and HPHC and Purchaser shall make

all changes necessary to accomplish the required change.
1.8 Access to Purchaser Records.

(i) All business and health services records relating to the operation of the
Plan, including but not limited to, all books of account, enrollment records, and general

FORM#PSO1 08/17/2002
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administrative records shall'be and remain the sole property of Purchaser. In addition, all
information generated under and/or contained in HPHC’s information system pertaining to the
Plan, except for Member identifiable medical records and other privileged information, shall
also be and remain the property of Purchaser. HPHC shall assist in establishing, maintaining
and carrying out procedures for the keeping and preservation of the Plan’s books and reéords,
including providing for the manner and time of their preservation in accordance with ail
applicable laws. HPHC shall use reasonable efforts to protect the confidentiality of the records
of the Pian. In this connection, medical records and other privileged information regarding
Members will not be disclosed by HPHC except (a) with the consent of the Member or of the
Member's parent or guardian if the Member is a minor person, unless otherwise required by
law, (b) pursuant to a court order, (c) if allowed by applicable law, as necessary for the efficient
operation of the Plan, or (d) when required by applicable law. A confidentiality statement
signed by Purchaser and/or its Designee may be required. HPHC’s Confidentiality Guidelines
shall be applicable to this Agreement. See Attachment H incorporated herein by reference.

. (ii) Notwithstanding the foregoing, unless prohibited by law or inconsistent with
National Committee on Quality Assurance (NCQA) standards, HPHC shall make available to
Purchasers Designee, all confidential and non-confidential claims data necessary for the
identification, reporting and adjudication of claims under the requirements of Purchaser's stop-
loss policy, without requiring a court order. All charges for providing such data shail be
specified in Attachment C. Purchaser shail indemnify and hold harmless HPHC from any and
all costs or claims associated with the release of such information (including data released

upon termination as provided herein} to Purchaser.

(iii) Upon termination of this Agreement for any reason, HPHC shall, as soon
as practicable, but no later than ninety (90) days from the date of termination, deliver in usable
form to Purchaser or its Designee appropriate and reasonable claims data pertaining to the
Plan for Purchaser's Members, on electronic media, as mutually agreed upon, in HPHC's
possession. HPHC may charge Purchaser a fee for the preparation and transfer of these
records on electronic media. Data that is collected subsequent to the termination date shall be
delivered to Purchaseror its Designee at thirty (30) day intervals, and the cost of the
preparation and transfer of this information shall be included as a preparation and transfer fee.

HPHC may retain copies of information reasonably necessary for its operation. HPHC shall,
after termination of this Agreement for any reason, continue to provide Purchaser's Designee
in accordance with Sections 1.8 (i), (ii} and (iii), confidential and non-confidential claims data
necessary for the Identification, reporting and adjudication of claims for as long as the terms of
Purchaser's stop-loss policy are applicable to this Agreement and remain in effect. A copy of
Purchaser's stop-loss policy, if applicable to this Agreement, is attached hereto as Attachment

G.

1.9 Cooperation. Purchaser shall cooperate with HPHC in the performance of its
Services hereunder and HPHC shall not be liable for any breach of obligations of this
Agreement caused, in whole or in part, by the lack of cooperation or breach of obligations by
the Purchaser or lack of cooperation by Members. HPHC shall cooperate with Purchaser and
its Designee in providing all data, reports, and other services described in this Agreement,
subject to the terms of this Agreement relating to the provision of Member identifiable
confidential and/or privileged information including medical records. In accordance with
Attachment A, HPHC shail assist as requested and provide such information to Purchaser or
its Designee or to potential stop loss carriers as is necessary to obtain stop loss quotations
and policies. A charge will be made for the provision of any information, however, that Is not
specifically designated in Attachment A as a Covered Service. Purchaser shail assist HPHC,

FORM#PS01 , 05/17/2002
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as requested, in obiaining executed confidentiality agreements from any entity other than
Purchaser which Purchaser has requested receive any data HPHC deems confidential and/or
privileged. Both parties agree to cooperate with each other as necessary to assure compliance
with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

1.10 independent Contractors. Except as otherwise specifically provided herein, the
relationship between Purchaser and HPHC and between HPHC and Contracting Providers is
an independent contractor relationship. Contracting Providers are not employees or agents of
HPHC and neither HPHC nor any employee of HPHC fs an employee or agent of Contracting
Providers of care. HPHC is not an employee or agent of Purchaser and will perform only those
functions for Purchaser as set forth in this Agreement. Neither HPHC nor Purchaser will hoid
HPHC out to third parties as having any authority from Purchaser not granted by this
Agreement. HPHC is not responsible and shall not be liable for any claims which may arise
.from the provision of medical and/or hospital services to Members by Participating Providers.

1.44 Provider-Patient Relationship. Contracting Providers of care maintain the
‘physiciar/ hospital-patient relationship with Members and are solely responsible to Members
for all services they provide.

1.42 Hold Harmless. HPHC agrees to indemnify, defend and hold harmless
Purchaser and its employees, elected officials, agents, contractors, Designee, past and
present, from and against any and all damages, penalties, costs, claims, suits, demands,
causes of action or expenses {including reasonable attorneys’ fees) which may be imposed
upon, or incurred as a result of, or arising from, or in any way connected with, any gross
negligence or wiilful act or omission, fraud or criminal conduct of HPHG, its officers, directors,
employees or agents, past and present. Provided, however, nothing herein makes HPHC
liable for any benefit that would otherwise be payable under the Plan.

Purchaser agrees to indemnify, defend and hold harmless HPHC and their respective
subsidiaries and affiliates; and their respective employees, directors, agents, contractors,
officers, and designees, past and present, from and against any and all damages, penaities,
costs, claims, suit, demands, causes of action or expenses (including reasonable attarneys’
fees) which may be imposed upon, or incurred as a result of, or arising from, or in any way
connected with, any gross negligence or willful act or omission, fraud or criminal conduct of
Purchaser, its officers, directors, employees or agents, past and present.

1.13 Legal Defense. Notwithstanding any provision of this Agreement to the
contrary, the defense, including legal fees and costs, together with the amount of any
judgment, of any legal action arising out of a claim for benefits under the Plan, shall be the
responsibility of the Purchaser, and shall not be an obligation of HPHC. HPHC shall, however,
- cooperate with Purchaser by furnishing such material or information as it has available in

connection with the defense of any such action.

1.14 Expenses, HPHC will not be considered the insurer, guarantor or underwriter of
the liability of the Purchaser to provide Covered Services to Members. Purchaser will be
responsible for all expenses incident to the operation of the Plan or related to the provision of
Covered Services, except as may be specifically assumed by HPHC under this Agreement.
Purchaser shall make funds available to HPHC, for payment of Covered Services, in
accordance with Attachment D, “Funding of Covered Services,” attached hereto and
incorporated by reference.

FORM#PSOt 05/17/2002

1.15 Standard and Character of Performance. HPHC shall use customary and
reasonable care and proper diligence in the performance of Services under this Agreement. It
is understood and agreed by the parties that the term "customary and reasonable care and
proper diligence" does not make HPHC a guarantor of the correctness of all claims payments
and other services performed under this Agreement, but refers to the usual business practice
standards and conduct in such business.

1.16 Incorrect Payments. HPHC agrées to investigate all questionable claims or
payments referred to it by Purchaser, to report to Purchaser the results of such investigation,
and to attempt to collect on behalf of the Purchaser any payments improperly paid. if any
payment is made hereunder to or for an ineligible employee, retiree and/or dependent, or if itis
determined that more or less than the correct amount has been paid by HPHC or that HPHC
has made an incorrect payment because a Contracting Provider has billed the incorrect.
amount, HPHC shall attempt to recover the payment made to or for the ineligible person or the
amount of the overpayment made to or for any eligible person, or will adjust the underpayment,
but HPHC shall not be required to initiate court proceedings to recover any incorrect payment.
If HPHC is unsuccessful in its attempts to recover any improper payment, it shall so notify
Purchaser in order that Purchaser may take such actions as it shall deem appropriate to
collect such amount. Purchaser agrees that HPHC may contract with a third party to seek
recovery and may pay commercially reasonable fees for such service, which will be deducted
from any recovery made on behalf of the Purchaser. In the event the error was a result of
HPHC’s gross negligence or willful misconduct in claims processing and payment, HPHC shall
indemnity Purchaser. If HRHC subcontracts with an independent contracior to pursue recovery
of any overpayments, the independent contractor may retain the percentage of the recovery
that is specified in its contract with HPHC, and HPHC will credit to the Purchaser the balance

of such recovery.

1.17 Reliance on Gommunications. In all matters pertaining to the performance of
Services under this Agreement, HPHC, when it acts in good falih, may rely upon any notice,
resolution, instruction, direction, order, certificate, opinton, letter, telegram or other document
received by it from Purchaser. If the Plan is amended, HPHC shall not be required to act in
accordance with any amendment uniil it receives written notice thereof and until such
amendment is approved by any insurance carrier providing excess, or stop-loss insurance or .

reinsurance on behalf of the Plan.

1.18 Proprietary Information. Purchaser acknowledges that HPHC, in providing
Services under this Agreement, may need to divulge to and provide Purchaser or its Designee
with confidential proprietary plans, programs, formulae, methods and other products and
information ("Proprietary Material") relating to the business services and activities of HPHC or
its contractors, including Proprietary Material developed in the course of providing Services
hereunder. Purchaser agrees that, during the term of the Agreement and thereafter,
Purchaser and its Designee shall consider all information provided by HPHC to Purchaser and
its Designee Proprietary Material unless clearly marked as non-proprietary, and that
Proprietary Material shall remain the property of HPHC or its contractors and Purchaser shall
maintain the confideniiality of such Proprietary Material and shall not use, divulge, furnish or
make accessible such Proprietary Material to anyone other than is necessary for the Plan's

operations.

1.19 Other Obligations. HPHC agrees that it shall perform all Services described in
FORM#PSO1 08/17/2002

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Attachment A with proper diligence. HPHC also agrees that:
(i) A trained HPHC representative shall be available to meet with representatives

of Purchaser and its Designee to discuss the costs, health care benefits, provider network,

administration of the Plan, and future directions of the Plan.
(ii HPHC shall maintain a toll free telephone number for use by Purchaser's

Members, Purchaser and its Designee. HPHC shali have trained personnel to answer _

questions regarding claims, benefits and provider networks. .
{ili) HPHC shall work with Purchaser and its Designee to effect a smooth and

efficient initial open enrollment period, including employee/retiree health fair(s), and

subsequent open-enrollment periods and health fairs.
(iv) HPHC shall provide claim and enrollment data and reports as scheduled in
Attachment A in a format and manner satisfactory to Purchaser or its Designee, acceptance of

which shall not be unreasonably withheld.

(v) HPHC shall develop and/or maintain a network of Contracting Providers which
shall reasonably meet the needs of Purchaser's Members.
(vi) . | HPHC shall develop and/or maintain a network of participating phannadies that

shall reasonably meet the needs of Purchaser's covered Members.

Il, TERM AND TERMINATION OF AGREEMENT

2.4 Effective Date. The effective date of this Agreement shall be as first written
above, and it shall continue in effect thereafter for an initial term of 12 months, and from year
to year thereafter, subject to the termination provisions set forth below.

2.2‘ Termination on Anniversary Date, Either party may terminate this Agreement
effective on any anniversary date by written notice at least shy) (60) days prior to such

anniversary date.

2.3. Termination on Notice. Either party may terminate this Agreement upon ninety
(90) days written notice.

2.4 Termination for Cause by HPHC, HPHC shail have the option to immediately
terminate this Agreement upon the occurrence of any of the following:

(i) Purchaser shail violate any covenant of this Agreement and/or any other
agreement that is mentioned herein and shall fail to cure such violation within thirty (80) days
after written notice thereof; or

(ii) Purchaser shall make an assignment for the benefit of creditors or apply
to any tribunal for the appointment of a trustee or receiver for any subsianiial part of its assets,
or cause to be commenced any proceeding relating to it under any bankruptcy. reorganization,
arrangement, insolvency, readjustment of debt, dissolution, or liquidation laws of any
jurisdiction; or

(iii) If any such application shall be filed or any such proceedings commenced
against Purchaser by any other party or an order shalt be entered at the instance of any other
party appointing any such trustee or receiver, or adjudicating Purchaser a bankrupt or
insolvent, or approving a petition in any such proceedings, and such application, proceedings,

FORM#PSO1 08/17/2002

or order shall remain in effect for sixty (60) days; or

(iv) There exists the issuance of an attachment, garnishment or similar
process against any substantial part of the property of Purchaser and such attachment,
garnishment or other similar process shall not be dismissed within sixty (60) days unless
Purchaser shall contest the validity of such action by appropriate proceedings taken in good

faith within the sixty (60) day period; or

{v) The occurrence of any event, which with the passage of time or otherwise,
would become an event of default under any other agreement, note, lease, mortgage or
obligation to which Purchaser is a party, unless any such event of défault shall be timely cured
under any applicable cure provision, but without regard to any waiver by any other person of

any event of default; or

(vi) Purchaser shall admit in writing that it is unable to meet its current
financial obligations.

2.5 Termination for Cause by Purchaser. Purchaser shall have the option to
immediately terminate this Agreement upon the occurrence of any of the following:

(i) HPHC shall violate any covenant of this Agreement and/or any other “~
agreement that is mentioned herein and shall fail to cure such violation within thirty (80) days

after written notice thereof, or

(ii) HPHC shall make an assignment for the benefit of creditors or apply to
any tribunal for the appointment of a trustee or receiver for any substantial part of its assets, or
cause to be commenced any proceeding relating to it under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, cissonuen or liquidation laws of any

jurisdiction; or

(iii) If any such application shall be filed or any such proceedings commenced
against HPHC by any other party or an order shall be entered at the instance of any other party
appointing any such trustee or receiver, or adjudicating HPHC a bankrupt or insolvent, or
approving a petition in any such proceedings, and such application, proceedings, or order shall
remain in effect for sixty (60) days; or

(iv) There exists the issuance of an attachment, garnishment or similar
process against any substantial part of the property of HPHC and such attachment,
garnishment or other similar process shail not be dismissed within sixty (60) days unless
HPHC shail contest the validity of such action by appropriate proceedings taken in good faith

within the sixty (60) day period; or

{v) The occurrence of any event, which with the passage of time or otherwise,
would become an event of default under any other agreement, note, lease, mortgage or
obligation to which HPHC is a party, unless any such event of default shall be timely cured
under any applicable cure provision, but without regard to any waiver by any person of any

event of default; or

2.6 Termination Upon Amendment of Service Fees. HPHC may terminate this

Agreement in accordance with the provisions of section 1.5 of the Agreement.

FORM#PSO1 08/17/2002

7

27 Legal Requirements, In the event that any governmental agency determines
that HPHC is operating in Violation of any faw or regulation or otherwise requests that HPHG
cease operations for Purchaser, then this Agreement may be terminated by either partly upon

thirty (80} days written notice.

2.8 Duties on Termination, As of the effective date of termination pursuant to any
provision of this Agreement, it shall be considered of no further force or effect, and each of the
parties shail be relieved and discharged from this Agreement, and HPHC’s agency shall be
. automatically revoked, provided, however, each party shall remain liable for any obligations or
liabilities arising from activities carried on by such party or its agents, servants, or employees
during the period (including any period covered above) this Agreement shall have been in
effect. Termination shall not, at Purchaser’s option, terminate the duties and obligations of the
parties hereto for Members then being treated by Contracting Providers on an inpatient basis, .
including payment therefore, until the Member is discharged or for thirty (80) days, whichever
is sooner. HPHC shall process and pay all eligible claims incurred during the term of this
Agreement for a period up to twelve ({2) months after termination of this Agreement.

lil. MISCELLANEOUS

3.1 Amendments. Except as provided herein, this Agreement,
or any part hereof, may be amended at any time by written consent of authorized
representatives of both parties. :

3.2 Waiver. No covenant, condition, duty, obligation, or undertaking contained in or
made a part of this Agreement shall be waived except by the express written consent of the
party giving such waiver granted in accordance with the provisions hereof, and forbearance or
indulgence in any form or manner by either party in any regard whatsoever shall not constitute
a waiver of the covenant, condition, duty, obligation, or undertaking to be kept, performed, or
discharged by the party to which the same may apply.

3.3. Notice to Members. HPHC and Purchaser reserve the right to amend this
Agreement or any provision hereof, to waive any rights granted to either party hereunder by
mutual agreement, or to terminate the Agreement in any manner provided in any provision
hereof without notice to or consent of any Member.

3.4 Third Party Rights. This Agreement is entered into by and between the parties
hereto and for their benefit. Except as specifically provided herein, there is no intent by either
party to create or establish third party beneficiary status or rights in any Member,
subcontractor, or other third party to this Agreement, and no such third party shail have any
right to enforce any right or eniey any benefit created or established under this Agreement.

3.5 Assessments. Purchaser will pay HPHC within thirty (80) days after
assessment any tax or charge assessed against HPHC which is incurred by reason of a
change in, or imposition of, any charges imposed on HPHC by any public body, exclusive of
Federal or State Income Taxes, which affect this Agreement. The final billing for the
Massachusetts Uncompensated Care Pool surcharge and for charges incurred under the New
York Health Care Reform Act will occur following the end of the run out period.

FORM@PSOi 06/17/2002

3.6 Limitations. In the event the operations of HPHC’s facilities or any substantial
portion thereof are interrupted by war, fire, insurrection, labor/provider contract troubles,
millenium failures, riots, the elements, earthquakes or acts of God, the provisions of this
Agreement (or such pertions hereof as HPHC is thereby rendered incapable of performing)
shall be suspended for the duration of such interruption. In the event that this Agreement, or
any portion hereof, is suspended due to HPHC’s inability to operate due to interruptions for
reasons described above, Purchaser shall not be liable for any portion of the Service fee
specified in Attachment C for those days during which HPHC was not able to perform all

Services required under this Agreement.

In the event that Purchaser or its Designee is unable to perform its obligations and
responsibilities due to war, fire, insurrection, labor contract troubles, riots, the elements,
earthquakes or acts of God, the schedule of payments due from Purchaser and other
administrative schedule requirements shall be delayed until operations can be resumed.

3.7 Arbitration. In the event of any dispute of any kind concerning this Agreement
or the performance of obligations hereunder, said dispute shall be submitted to arbitration in
accordance with the rules of the American Arbitration Association. Fees and all related costs
of arbitration shall be borne equally by both parties. The parties agree to be bound by the
results of such arbitration. The obligations of this provision shall survive termination of this

Agreement.

3.8 Performance by HPHC. HPHC shail perform its obligations under this
Agreement through, at its discretion, employees or arrangements or contracts with agents or

independent contractors.

8.9 Successors and Assigns. The provisions of this Agreement and obligations
arising hereunder shall extend to, be binding upon, and inure to the benefit of the executors,

administrators, successors, and assigns of the parties hereto.

3.10 Assignment. Purchaser shall not assign its rights and obligations under this
Agreement without the prior written consent of HPHC. HPHC may assign its respective rights
and responsibilities under this Agreement to any entity which owns or controls HPHC, to any
entity which is owned or controlled by HPHC, or to any entity which is under common
ownership or control with HPHC and HPHC shall provide written notice to Purchaser within

thirty (30) days of such assignment.

3.11 Headings. The headings of the various sections of the Agreement are inserted
merely for the purpose of convenience and do not, expressly or by implication, limit, define or
extend the specific terms of the section so designated.

3.12 Notice. Any notice required to be given pursuant to the terms and provisions of
this Agreement shall be in writing and may either be personally delivered or sent by registered
or certified mail by United States Postal Service, return receipt requested, postage prepaid,
addressed to each party at the addresses which follow:

i} Purchaser:

Company Name:

FORM#PS01 05/17/2002

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

March 30, 2022
Memo #22-251

TO: Mayor Donchess
Finance Committee

SUBJECT: Design Specification of Digester Heat Exchanger & Exhaust Fan in the amount not to
exceed $40,900 funded from 53107 Architect & Engineering Services/Wastewater Fund

Please see attached communications from David Boucher, Superintendent of the Wastewater Department,
dated March 24, 2022 for project specific details related to this purchase. Below please find a summary of
the purchase approval request:

Item: Design Specifications for Digester Heat Exchanger & Stair Tower Exhaust Fan
Value: $40,900
Vendor: Wright Pierce

Department: 169 Wastewater
Source Fund: 53107 Architect & Engineering Services/ Wastewater Fund

Ordinance: Pursuant to § 5-84 Special purchase procedures. A/(5) Purchases from a sole
manufacturer, where it is determined to be more efficient and economical to
reduce costs of maintenance of additional repair parts, supplies or services.

The Board of Public Works (3/24/2022 BPW meeting), Division of Public Works: Wastewater, and the
Purchasing Department respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: D Boucher
C O'Connor

“Care of: ouck rwncl Do] k
Street: aad arn} S

City/State/Zip: . Wt 030 66

iiJHPHG:
The Office of General Counsel
Harvard Pilgrim Heaith Care, Inc.
93 Worcester Street
Wellesiey, MA 02481

3.13 Entire Agreement. This Agreement (together with all attachments) contains the
" entire agreement between the parties relating to the rights granted and the obligations

assumed by this Agreement. Any prior agreements, promises, negotiations, or representations
relating to the subject matter of this Agreement not expressly set forth in this Agreement are of

no force or effect.

. 8.14 Apolicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts..

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers, this Yday of aa 2008,

HARVARD PILGRIM HEALTH CARE, INC.

By:

CITY OF NASHUA

By:

FORMA#PSO1 05/17/2002

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