Search

General Provisions for Termination. Upon termination of the contract, the Owner may take over the
work and prosecute it to completion by agreement with another party or otherwise. Upon termination of the
contract or in the event Contractor shall cease conducting business, the Owner shall have the right to solicit
applications for employment from any employee of the Contractor assigned to the performance of the
contract. Neither party shall be considered in default of the performance of such obligations is prevented or
delayed by any cause, existing or future, which is beyond the reasonable control of such party. Delays
arising from the actions or inactions of one or more of Contractor's principals, officers, employees, agents,
sub-contractors, sub consultants, vendors, or suppliers are expressly recognized to be within Contractor's
control.

ARTICLE 15— DISPUTE RESOLUTION

The parties shall attempt to resolve any dispute related to this contract as follows. Either party shall provide
to the other party, in writing and with full documentation to verify and substantiate its decision, its stated
position concerning the dispute. No dispute shall be considered submitted and no dispute shall be valid
under this provision unless and until the submitting party has delivered the written statement of its position
and full documentation to the other party. The parties shall then attempt to resolve the dispute through good
faith efforts and negotiation between the Owner Representative and the Contractor Representative. At all
times, Contractor shall carry on the work under this contract and maintain and complete work in accordance
with the requirements of the contract or determination or direction of the Owner. If the parties are unable to
resolve their dispute as described above within 30 days, the parties may request that the dispute be
submitted to the Board of Public Works for resolution. If the parties are dissatisfied with the decision of the
Board of Public Works, the parties’ reserve the right to pursue any available legal and/or equitable remedies
for any breaches of this contract except as that right may be limited by the terms of this contract.

ARTICLE 16— CHOICE OF LAW AND VENUE

This contract shall be governed exclusively by the laws of the State of New Hampshire and any claim or
action brought relating to this contract, the work performed or contracted to be performed thereunder, or
referable in anyway thereto shall be brought in Hillsborough County (New Hampshire) Superior Court
Southern Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere

ARTICLE 17—- MISCELLANEOUS PROVISIONS

1. Neither party to the Contract shall assign the Contract as a whole without written consent of the
other.

2. Tests, inspections and approvals of portions of the Work required by the Contract Documents or by

laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made

at an appropriate time.

If additional testing is required, the Contractor shall perform these tests.

4. The Owner shall pay for tests except for testing Work found to be defective for which the
Contractor shall pay.

Go

Page 9 of 10

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

City of Nashua, NH (signature) Contractor (signature)

James Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

Page 10 of 10

>, THE CITY OF NASHUA "The Gate City"

Financial Services

Purchasing Department

pea A Bae te Pe Rn at GR tt sac eked SH i Bt aU ts A RARER NN tp ee A ar SO A

May 12, 2016
Memo #16-140

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: TO APPROVE CONTRACTS FOR ADMIN SERVICES TO ANTHEM BLUECROSS AND
BLUE SHIELD, HARVARD PLIGRIM HEALTHCARE AND THE HARTFORD (VALUE:
NOT TO EXCEED $1,395,000)
DEPARTMENT: HUMAN RESOURCES; FUND: BENEFITS SELF INSURANCE FUND

Please see attached communication from Larry Budreau, Human Resources Director dated May 10, 2016
for the information related to these contract awards.

The Human Resources Director the CEO and the Purchasing Department recommend awarding these
contracts to Anthem BlueCross Blue Shield in an amount not to exceed $1,140,000, Harvard Pilgrim

HealthCare in an amount not to exceed $255,000 and The Hartford in an amount not to exceed $0.15 per
$1,000 of AD&D insurance per month.

Respectfully,

Dan Kooken
Purchasing Manager

Cc: L Budreau J Griffin

229 Main Street » Nashua, New Hampshire 03061 Phone (603) 589-3330 @ Fax (603) 589-3344

City of Nashua

Human Resources Department
229 Main Street - Nashua, NH 03060

603 589-3230
To: Dan Kooken, Purchasing Manager
From: Larry Budreau, Human Resources Director

Subject: Anthem BlueCross BlueShield Administrative Services Contract Renewal
Harvard Pilgrim HealthCare Administrative Services Contract Renewal
The Hartford - Life Insurance, Supplemental Life, and AD&D Contract Renewal

Date: May 10, 2016

The Human Resources Department seeks Finance Committee approval to renew the City’s Health
and Life insurance contracts, effective July 1, 2016.

Anthem BlueCross Blue Shield

Anthem is one of two health insurance carriers that administer the City’s self-funded health plans.
1900 employees participate in one of the three plan options — Point of Service (POS), Health
Maintenance Organization (HMO), or High Deductible Health Plan with Health Savings Account
(HDHP w/ HSA).

The Anthem contract is for Administrative Services Only. Briefly, unlike a fully insured plan,
Anthem provides access to their provider network, processes health insurance claims, and seeks
2x weekly claims cost reimbursement from the City. The City bears the claims cost risk (which it
mitigates with Stop Loss Insurance), and pays Anthem a monthly fee for each covered employee.

That fee is increasing 2.4%, from $48.25 per month to $49.40 per month. Total annual fees are
estimated to be $1,140,000. The 2.4% increase is contingent upon the City agreeing to a 3-year
contract, from July 2016 through June 2019, during which time Anthem guarantees that 2"" and
3" year fee increases will not exceed 2.5% per year. The 1-year renewal rate increase is 4.8%.

For your information, total plan costs, (fees + claims + stop loss insurance), are estimated to be
$32,500,000. Administrative service fees represent 3.5% of the total plan cost.

Harvard Pilgrim HealthCare
300 employees participate in a self-funded HMO administered by Harvard Pilgrim. Harvard’s

Administrative Services Only fee is increasing 2.9%, from $65.66 to $67.56. Total annual fees are
estimated to be $255,000.

The Hartford

The Harford provides Basic Life and AD&D, and Supplemental Life & AD&D (additional coverage at
employee’s expense). The basic life and AD&D rate is $0.18 per $1000 per month; supplemental
insurance costs vary with age. The Hartford reduced its rates from an apparent high of $0.25 per
$1000 per month to $0.20 in 2005 and $0.15 in 2009. Rates have remained constant since 2009.
At the City’s request, they have agreed to change our Plan Year from January to December, to July
to June, in order to align with the City’s fiscal year, and agreed to extend and guarantee current
rates beyond the upcoming December 31, 2016 expiration date until June 30, 2019.

Contracts & Rate Sheets

Administrative Services Only contracts with Anthem and Harvard are attached. The practice,
unless amended, is to rely upon the initial document, and update annually (or as needed) with the
attached rate sheets.

Similarly, The Hartford’s policy (attached) was last amended in early 2015. Presently, they seek
only for the City to acknowledge the rate guarantee presented on the attached letter addressed
to me on March 10, 2016.

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement ("Agreement") is entered into by and between City of Nashua ("Employer")
and Anthem Health Plans of New Hampshire, Inc. dba Anthem Blue Cross and Blue Shield ("Anthem") and is
effective as of July 1, 2013 upon the following terms and conditions:

1. Employer is the sponsor of a self-funded Group Health Plan (as defined below) providing, among other
things, health care benefits to certain eligible employees and their qualified dependents.

2. Employer desires to retain Anthem as an independent contractor to administer certain elements of
Employer's Group Health Plan.

3. Anthem desires to administer certain elements of Employer's Group Health Plan pursuant to the terms of
this Agreement.

In consideration of the promises and the mutual covenants contained in this Agreement, Anthem and Employer (the
“Party" or "Parties" as appropriate) agree as follows:

ARTICLE 1 - DEFINITIONS

For purposes of this Agreement and any amendments, attachments or schedules to this Agreement, the following
words and terms have the following meanings unless the context or use clearly indicates another meaning or intent:

ADMINISTRATIVE SERVICES FEE. The amount payable to Anthem in consideration of its administrative services
and operating expenses as indicated in Section 3 of Schedule A, excluding any cost for stop loss insurance coverage
or any other policy of insurance, if applicable. All additional charges not included in the Administrative Services Fee
are specified elsewhere in this Agreement.

AGREEMENT PERIOD. The period of time indicated in Section 1 of Schedule A.
ANTHEM AFFILIATE. An entity controlling, under common control with or controlled by Anthem.

BENEFITS BOOKLET. A description of the portion of the health care benefits provided under the Plan that is
administered by Anthem.

BILLED CHARGES. The amount that appears on a Member's Claim form (or other written notification acceptable to
Anthem that Covered Services have been provided) as the Provider's charge for the services rendered to a Member,
without any adjustment or reduction and irrespective of any applicable reimbursement arrangement with the Provider.

BLUE CROSS BLUE SHIELD ASSOCIATION ("BCBSA"). An association of independent Blue Cross and Blue
Shield companies.

CLAIM. Written or electronic notice of a request for reimbursement of any health care service or supply on a form
acceptable to Anthem.

CLAIMS RUNOUT SERVICES. Processing and payment of Claims that are incurred but unreported and/or unpaid
as of the date this Agreement terminates.

COVERED SERVICE. Any health care service or supply rendered to Members for which benefits are eligible for
reimbursement pursuant to the terms of the applicable Benefits Booklet.

EMPLOYER AFFILIATES. Companies affiliated with Employer that are participating in the Plan and which, along
with the Employer constitute a single "control group" as that term is used in Internal Revenue Code.

ERISA. The Employee Retirement Income Security Act of 1974, as amended, and regulations promulgated
thereunder.

GROUP HEALTH PLAN OR PLAN. An employee welfare benefit plan (as defined in Section 3(1) of ERISA)
established by the Employer, in effect as of the Effective Date, as described in the Plan Documents, as they may be
amended from time to time.

Enterprise Administrative Services Agreement — October 2012 Master Template 1
City of Nashua 06/17/2013

INTER-PLAN PROGRAMS. Blue Cross and Biue Shield Association programs, inciuding the BlueCard Program,
where Anthem can process certain Claims for Covered Services received by Members, which may include accessing
the reimbursement arrangement of a Provider that has contracted with another Blue Cross and/or Blue Shield plan.

INVOICE DUE DATE. The date on the invoice provided to Employer indicating when payment is due.

MEMBER. The individuals, including the Subscriber and his/her dependents, as defined in the Benefits Booklet, who
have satisfied the Plan eligibility requirements of Employer, applied for coverage, and been enrolled for Plan benefits.

NETWORK PROVIDER. A physician, health professional, hospital, pharmacy, or other individual, organization
and/or facility that has entered into a contract, either directly or indirectly, with Anthem to provide Covered Services to
Members through negotiated reimbursement arrangements.

PAID CLAIM. The amount charged to Employer for Covered Services or services provided during the term of this
Agreement. Paid Claims may also include any applicable interest and any surcharges assessed by a state or
government agency. In addition, Paid Claims shall be determined as follows:

1. Provider and Vendor Claims. Except as otherwise provided in this Agreement, Paid Claims shall mean the
amount Anthem actually pays the Provider or Vendor (without regard to whether Anthem reimburses such
Provider or Vendor on a percentage of charges basis, a fixed payment basis, a global fee basis, single case
rate, or other reimbursement methodology) or whether such amount is more or less than the Provider's or
Vendor's actual Billed Charges for a particular service or supply.

2. Prescription Drug Claims. If applicable to the Plan benefits as indicated in Schedule B, Paid Claims for
Prescription Drugs shall mean an amount that Anthem invoices Employer for Prescription Drugs dispensed
to Members by pharmacies. Anthem shall retain the difference, if any, between the amount invoiced to
Employer and the amount paid to the pharmacy benefit manager ("PBM") for Prescription Drugs dispensed
to Members as a portion of Anthem's reasonable compensation for services under this Agreement.

3. Performance Payments. If a Provider or Vendor participates in any Anthem program in which performance
incentives, rewards or bonuses ("Performance Payments") are paid based on the achievement of certain
goals, outcomes or performance standards adopted by Anthem (collectively, "Performance Targets"), Paid
Claims shall also include the amount of such Performance Payments. Such Performance Payments may be
charged to Employer on a per Claim, lump sum, per Subscriber, per Member, or a pro-rata apportionment
basis. The amount charged to Employer may be greater than the amount actually paid to any one particular
Provider or Vendor pursuant to the terms of the contract with such Provider or Vendor. Anthem shall retain
the difference, if any, between the amount invoiced to Employer and the amount paid to any Provider or
Vendor as a fee Anthem charges to oversee such programs. In no event shall the amount charged to
Employer be greater than its proportionate share of total Performance Payments.

4, Fees Paid to Manage Care or Costs. Paid Claims may also include fees paid to Providers or Vendors for
managing the care or cost of care for designated Members. In addition, Paid Claims may also include an
amount Anthem charges to oversee programs and such program charges, if any, shall be provided in
Section 4 of Schedule A.

5. Claims Payment Pursuant to any Judgment, Settlement, Legal or Administrative Proceeding. Paid Claims
shall include any Claim amount paid as the result of a settlement, judgment, or legal, regulatory or
administrative proceeding brought against the Plan and/or Anthem, or otherwise agreed to by Anthem, with
respect to the decisions made by Anthem regarding the coverage of or amounts paid for services under the
terms of the Plan. Paid Claims also includes any amount paid as a result of Anthem's billing dispute
resolution procedures with a Provider or Vendor. Any Claims paid pursuant to this provision will count
towards any stop loss accumulators under a stop loss agreement with Anthem.

6. Claims Payment Pursuant to Inter-Plan Programs and Other BCBSA Programs. Paid Claims shall include
any amount paid for Covered Services that are processed through Inter-Plan Programs or for any amounts
paid for Covered Services provided through another BCBSA program (e.g. BCBSA Blue Distinction Centers
for Transplant). More information about Inter-Plan Programs is found in Article 15 of this Agreement.

7. Claims Payment Pursuant to a Consumer Directed Health Plan Account. If applicable to Plan benefits and
as indicated on Schedule B of this Agreement, Paid Claims shall include any amount actually paid by
Anthem from a consumer directed health plan account, such as a health reimbursement account or a health
incentive account.

Enterprise Administrative Services Agreement — October 2012 Master Template 2
City of Nashua 06/17/2013

PLAN DOCUMENTS. The documents that set forth the terms of the Plan, and which include the Summary Plan
Description and the Benefits Booklet.

PRESCRIPTION DRUG. Insulin and those drugs and drug compounds that are included in the U.S. Pharmacopoeia
and that are required to be dispensed pursuant to a prescription or that are otherwise included on Anthem's formulary
(e.g., certain over-the-counter drugs).

PROPRIETARY INFORMATION AND CONFIDENTIAL INFORMATION. Employer's Proprietary Information is
information about the systems, procedures, methodologies and practices used by Employer to run its operations and
the Plan and other non-public information about Employer. Anthem’s Proprietary Information is non-public, trade
secret, commercially valuable, or competitively sensitive information, or other material and information relating to the
products, business, or activities of Anthem or an Anthem Affiliate, including but not limited to: (1) Information about
Anthem's Provider networks, Provider negotiated fees, Provider discounts, and Provider contract terms; (2)
information about the systems, procedures, methodologies, and practices used by Anthem and Anthem Affiliates in
performing their services such as underwriting, Claims processing, Claims payment, and health care management
activities; and (3) combinations of data elements that could enable information of this kind to be derived or calculated.
Anthem's Confidential Information is information that Anthem or an Anthem Affiliate is obligated by law or contract to
protect, including but not limited to: (1) Social Security numbers; (2) Provider tax identification numbers (TINS); (3)
National Provider Identification Numbers (NPls); (4) Provider names, Provider addresses, and other identifying
information about Providers; and (5) drug enforcement administration (DEA) numbers, pharmacy numbers, and other
indentifying information about pharmacies.

PROVIDER. A duly licensed physician, health professional, hospital, pharmacy or other individual, organization
and/or facility that provides health services or supplies within the scope of an applicable license and/or certification
and meets any other requirements set forth in the Benefits Booklet.

SUBSCRIBER. An employee or retiree of Employer or other eligible person (other than a dependent) who is enrolled
in the Plan.

SUMMARY PLAN DESCRIPTION ("SPD"). A document provided to Subscribers by Employer or its designee that
describes the health care benefits available to Members under the Plan, their rights under the Plan and the
obligations of the Plan. This document may incorporate the Benefits Booklet. In the event of any conflict or
inconsistency between the Summary Plan Description and the Benefits Booklet, the terms of the Benefits Booklet
shall control Anthem's performance under this Agreement.

VENDOR. A person or entity other than a Provider, including an Anthem Affiliate, that provides services or supplies
pursuant to a contract with Anthem.

ARTICLE 2 - ADMINISTRATIVE SERVICES PROVIDED BY ANTHEM

a. Anthem shall process the enrollment of eligible individuals and termination of Members as directed by the
Employer subject to the provisions of this Agreement. Anthem shall, with the assistance of Employer,
respond to direct routine inquiries made to it by employees and other persons concerning eligibility in the
Plan.

b. Anthem shall perform the following Claims administrative services:

1. Process Claims with a Claims Incurred Date indicated in Section 1 of Schedule A and provide
customer service at a level consistent with industry standards, including investigating and
reviewing such Claims to determine what amount, if any, is due and payable according to the
terms and conditions of the Benefits Booklet and this Agreement. Anthem shall perform
coordination of benefits ("COB") with other payors, including Medicare. In processing Claims,
Anthem shall utilize Anthem's medical policies and medical policy exception process, its definition
of medical necessity, its precertification and/or preauthorization policies and applicable Claim
timely filing limits.

2. Disburse to the applicable individuals or entities (including Providers and Vendors) payments that
it determines to be due according to the provisions of the Benefits Booklet.

Enterprise Administrative Services Agreement — October 2012 Master Template 3
City of Nashua 06/17/2013

3. Provide notice in writing when a Claim for benefits has been denied which notice shall set forth the
reasons for the denial and the right to a full and fair review of the denial under the terms of the
Benefits Booklet and shall otherwise satisfy applicable regulatory requirements, including those of
ERISA, governing the notice of a denied Claim.

c. Pursuant to Section 405(c)(1) of ERISA, Employer delegates to Anthem fiduciary authority to determine
claims for benefits under the Plan as well as the authority te act as the appropriate fiduciary under Section
503 of ERISA to determine appeals of any adverse benefit determinations under the Plan. Anthem shall
administer complaints, appeals and requests for independent review according to Anthem's complaint and
appeals policy, and any applicable law or regulation, unless otherwise provided in the Benefits Booklet. In
carrying out this authority, Anthem is delegated full discretion to determine eligibility for benefits under the
Plan and to interpret the terms of the Plan. Anthem shall be deemed to have properly exercised such
authority unless a Member proves that Anthem has abused its discretion or that its decision is arbitrary and
capricious. Anthem is a fiduciary of the Plan only to the extent necessary to perform its obligations and
duties as expressed in this Agreement and only to the extent that its performance of such actions
constitutes fiduciary action under ERISA. Anthem shall not act as the administrator of the Plan nor shall it
have any fiduciary responsibility in connection with any other element of the administration of the Plan.
Anthem shall charge Employer the fee described in Section 3.C of Schedule A for any independent review
conducted pursuant to this provision.

d. Anthem shall have the authority, in its discretion, to institute from time to time, utilization management, case
management, disease management or wellness pilot initiatives in certain designated geographic areas.
These pilot initiatives are part of Anthem's ongoing effort to find innovative ways to make available high
quality and more affordable healthcare and will apply equally to Members of both insured and self-funded
plans. A pilot initiative may affect some, but not all Members under the Plan. These programs will not
result in the payment of benefits which are not provided in the applicable Benefits Booklet, unless otherwise
agreed to by the Employer. Anthem reserves the right to discontinue a pilot initiative at any time without
advance notice to Employer.

e. Anthem shall perform recovery services as provided in Article 13.

f. Anthem shall issue identification cards to Subscribers and/or Members, as applicable, and the content and
design of the identification cards shall comply with BCBSA regulations.

g. Anthem shall provide certificates of creditable coverage as required by the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") with respect to Members’ participation in the Plan. Employer agrees to
promptly provide Anthem with any information relating to a Subscriber's employment history as may be
necessary for Anthem to provide the certificates of creditable coverage.

h. Anthem shall provide Members and potential Members access to an online directory of Providers
contracted with Anthem ("Provider Directories"). Such Provider Directories shall also be available and
distributed in booklet format upon Member request. Additionally, if applicable to Plan benefits, Anthem shall
ensure that Members and potential Members have access to the BlueCard directory of Providers via a
website sponsored by BCBSA.

i. Anthem reserves the right to make benefit payments to either Providers or Members at its discretion.
Employer agrees that the terms of the Plan will include provisions for supporting such discretion in
determining the direction of payment including, but not limited to, a provision prohibiting Members from
assigning their rights to receive benefit payments, unless otherwise prohibited by applicable law.

j. If applicable to the Plan benefits and as indicated in Schedule B of this Agreement, Anthem may provide or
arrange for the provision of the following managed care services:

1. Conduct medical necessity review, utilization review, and a referral process, which may include,
but is not limited to: (a) preadmission review to evaluate and determine the medical necessity of
an admission or procedure and the appropriate level of care, and for an inpatient admission, to
authorize an initial length of stay; (b) concurrent review throughout the course of the inpatient
admission for authorization of additional days of care as warranted by the patient's medical
condition; (c) retrospective review; and (d) authorizing a referral to a non-Network Provider.
Anthem shall have the authority to waive a requirement if, in Anthem's discretion, such exception
is in the best interest of the Member or the Plan, or is in furtherance of the provision of cost
effective services under this Agreement.

Enterprise Administrative Services Agreement — October 2012 Master Template 4
City of Nashua 06/17/2013

2. Perform case management to identify short and long term treatment programs in cases of severe
or chronic illness or injury. Anthem may, but is not required to, customize benefits in limited
circumstances by approving otherwise non-Covered Services if, in the discretion of Anthem, such
exception is in the best interest of the Member and the Plan.

3. Provide access to a specialty network of Providers if the Plan includes a specialty network.
Anthem reserves the right to establish specialty networks for certain specialty or referral care.

4. Provide any other managed care services incident to or necessary for the performance of the
services set forth in this Article 2.

If applicable to the Plan benefits and as indicated in Schedule B of this Agreement, Anthem shall offer
wellness programs and other programs to help Employer effectively manage the cost of care, and Employer
shall pay fees for the programs selected by Employer only if such fees are indicated in Section 3(B) of
Schedule A. Employer shall abide by all applicable policies and procedures of the programs selected, which
may require Employer to provide requested information prior to Anthem initiating the service.

On behalf of Employer, Anthem shall produce and maintain a master copy of the Benefits Booklet and
make changes and amendments to the master copy of the Benefits Booklet and incorporate any approved
changes or amendments pursuant to Article 18(a) of this Agreement. Employer shal! determine, in its sole
discretion, whether Anthem has accurately produced the Benefits Booklet and has fully implemented the
approved changes or amendments. Until Employer has approved the Benefits Booklet, Anthem will
administer the quoted benefits according to Anthem's most similar standard Benefits Booklet language.

Anthem will provide Employer with Plan data and assistance necessary for preparation of the Plan's
information returns and forms required by ERISA or other federal or state laws. Anthem shall prepare and
mail all IRS Form 1099's and any other similar form that is given to Providers or brokers. Form 5500s are
the sole responsibility of Employer; however, Anthem shall provide timely information and, if requested,
assistance. Anthem will disclose its fee and compensation information to Employer, as required by
applicable law, for Employer to complete its Form 5500 and assess its compliance with section 408(b)(2) of
ERISA and any applicable regulations promulgated there under. Employer is solely responsible for the
preparing the summary annual reports.

Anthem shall administer unclaimed funds pursuant to unclaimed property or escheat laws and shall make
any required payment and file any required reports under such laws.

Unless otherwise agreed to by the Parties and specified in the Benefits Booklet, Anthem's standard policies
and procedures, as they may be amended from time-to-time, will be used in the provision of services
specified in this Agreement. In the event of any conflict between this Agreement and any of Anthem's
policies and procedures, this Agreement will govern.

If applicable to the Plan benefits as indicated in Schedule B, Anthem shail provide conversion rights to
Members following termination of this Agreement, and Employer shail pay the fee indicated in Section 3(C)
of Schedule A.

Select state laws require Employers to finance health related initiatives through residency-based
assessments and/or surcharges added to certain Paid Claims. After Employer completes the applicable
forms, Anthem shall make all assessment and/or surcharge payments on behalf of Employer to the
appropriate pools administered by the respective states, based primarily upon Anthem's Paid Claims
information and Member information provided to Anthem by Employer. Examples of such assessments and
surcharges include, but are not limited to, the Massachusetts Health Safety Net Trust Fund, the New York
Health Care Reform Act and the Michigan Health Insurance Claims Assessment Act.

Anthem shail provide required notices describing Member's rights under the Women's Health and Cancer
Rights Act (WHCRA) upon a Member's enrollment and at least annually thereafter.

Anthem shall have the authority to build and maintain its Provider network. Nothing in this Agreement shall
be interpreted to require Anthem to maintain negotiated fees or reimbursement arrangements or other
relationships with certain Providers or Vendors. Anthem will be solely responsible for acting as a liaison
with Providers including, but not limited to, responding to Provider inquiries, negotiating rates with Providers
or auditing Providers.

Enterprise Administrative Services Agreement — October 2012 Master Template 5
City of Nashua 06/17/2013