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
