to all Medicare Drug Subsidies paid to Plan Sponsor as a result of the preparation by
PDA, with respect to the Reconciled Plan Years, of (i) a Reopening request filed
with CMS, (ii) a new Final Reconciliation filed with CMS or {iii} a Payment
Request made by PDA to CMS;
(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 5.03 and Sections 5.04, 5.05
and 5.06. Notwithstanding the foregoing, such duties shall not survive beyond the
duration of any applicable statute of limitations.
5.04 Qutstanding Fees; Records. Upon termination of this Agreement, Plan Sponsor and Plan
agrees to remit to PDA any outstanding balances due (or which, under Section 5.03(a),
becomes due) under this Agreement. Without limiting other available remedies, PDA shall
have the right to retain all records in its possession with regard to its services pursuant to this
Agreement until receipt of all outstanding monies due.
5.05 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, would cause PDA to
become a fiduciary with respect to the Plan in any manner.
5.06 Access to Information. Plan Sponsor shall have the right, 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 6
GENERAL PROVISIONS
6.01 Caveats. By its execution of this Agreement, Plan Sponsor and Plan acknowledge their
knowledge, understanding and agreement to the following with respect to Reopening
Services:
(a) PDA may conciude, after consuliation with the Pian Sponsor and the Plan, that it is not
appropriate to file a Reopening request with respect to a Reconciled Plan Year. In such
case, PDA’s engagement with respect to that Reconciled Plan Year will end;
(b) In generating drug benefit cost information for purposes of requesting Medicare Drug
Subsidy payments, PDA will need to filter out certain drug claims that may be covered
under Medicare Part B and therefore ineligible for Medicare Drug Subsidy payments.
Due to impracticalities that are inherent in any large scale filtering processes (e.g.,
whether a drug should or should not be filtered out in this process may depend on factual
circumstances that could not be known by PDA or any other vendor), PDA will use its
City of Nashua 6 SA Revised March 2016
