4.01
4.02
5.01
5.02
5.03
SECTION 4
RELATIONSHIP OF THE PARTIES
Independent Contractor. In performing services under this Agreement, PDA performs all
acts as an independent contractor and not as an officer, employee or agent of Plan Sponsor,
administrator(s) (if other than Plan Sponsor), or the Plan. Nothing in this Agreement shall be
construed to mean that Plan Sponsor (or any of its agents) retains any control over the
manner and means of how PDA performs the services provided for herein, but only a right to
review the results of the work performed.
Not a Fiduciary or Insurer. Plan Sponsor is the named fiduciary and/or primary decision
maker of the Plan. As fiduciary and/or decision maker, Plan Sponsor maintains discretionary
authority and responsibility in the administration and operation of the Plan, including, but
not limited to, the determination of covered services, interpretation of the terms of the Plan,
and the determination of eligibility for and entitlement to benefits under the Plan in
accordance with the terms of the Plan. PDA does not assume any responsibility for any act,
omission or breach by any fiduciary (e.g., failure by Plan Sponsor to timely perform Final
Reconciliation), and assumes responsibility solely for its own acts or omissions and as may
otherwise be required by law.
SECTION 5
TERM AND TERMINATION
Term. This Agreement shall be in effect for a period of three (3) years from the Effective
Date (the “Initial Term”).
Termination. Subject to continuing obligations under Section 5.03, this Agreement may be
terminated as specified below:
(a) Following the Initial Term by either party with or without cause upon forty-five (45)
days’ prior written notice;
(b) By and at the election of PDA, upon Plan Sponsor’s failure to provide timely and
adequate payment of service fees to PDA in accordance with the provisions of this
Agreement;
(c) By PDA as of the date Plan Sponsor voluntarily or involuntarily files for bankruptcy
protection for any or all portion of its business operations; or
(d) By mutual written agreement of the parties.
Obligations After Contract Termination; Survival. All responsibilities of either party under
this Agreement shall terminate upon the termination of this Agreement, except that the
following rights and liabilities of the parties shall survive the termination of this Agreement
for the specified time period as provided below or as otherwise agreed by the parties hereto:
(a) Plan Sponsor’s and Plan’s duty to pay PDA for amounts due to PDA hereunder,
until such amounts are paid in full, specifically including all payments with respect
City of Nashua 5 SA Revised March 2016
