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SCHEDULE B
TO
ADMINISTRATIVE SERVICES AGREEMENT
WITH
CITY OF NASHUA
This Schedule B shall govern the Agreement Period from July 1, 2013 through June 30, 2014. For purposes of this
Agreement Period, this Schedule B shall supplement and amend the Agreement between the Parties. If there are
any inconsistencies between the terms of the Agreement including any prior Schedules and this Schedule B, the
terms of this Schedule B shall control.

SERVICES INCLUDED IN THE ADMINISTRATION FEE IN SECTION 3A OF SCHEDULE A
Management Services
+ Anthem standard Benefits and administration, unless otherwise noted below:
- Anthem definitions and exclusions
- Anthem complaint and appeals process
- Claims incurred and paid as provided in Schedule A
- Accumulation toward plan maximums beginning at zero on effective date
- Anthem Claim forms
- Standard ID card
- Standard Explanation of Benefits
» Acceptance of electronic submission of eligibility information in HIPAA-compliant format
* Preparation of Benefits Booklet (accessible via internet)
* Information for ERISA 5500

* Account reporting - standard data reports

*Billing and Banking Services
- 15/16 day rule on new hire admin fees

* Plan Design consultation
* Employer eServices
- Add and delete Members
- Download administrative forms
- View Member Benefits and request ID cards
- View eligibility
- View Claim status and detail
Claims and Customer Services
* Claims processing services
* Coordination of Benefits
* Recovery Services
* Medicare crossover processing
* Complaint and appeals processing
- One mandatory level of appeal, one voluntary level of appeal
» Employer customer service, standard business hours

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City of Nashua 06/17/2013

¢« Member customer service, standard business hours
* 1099s prepared and delivered to Providers
* Residency-based assessments and/or surcharges and other legislative reporting requirements

* Member eServices

Prescription Benefit Services
* Mail Order pharmacy
* Specialty Pharmacy Services
* Prescription eServices

- Pharmacy locator
- Online formulary

* Point of sale claims processing

* Mail order claims processing

* Mail order call center with toll free number

« Mail order regular shipping and handling

* Standard management reports

* Ad hoc reports (subject to additional programming charge if required)
¢ Concurrent Drug Utilization Review (DUR) programs

* Retrospective DURs

¢ Administrative override (i.e., vacation, lost, stolen or spilled medications)
* Clinical review

* Pharmacy help desk with toll free number

« Pharmacy audits (desk and onsite; routine, in depth or focused)

Health Care Management and 360 Health Services
« Health Care Management
- Referrals
- Utilization management
- Case management
- Anthem Medical Policy
« SpecialOffers
« HealthCare Advisor
* Care Comparison (where available)
* Transplant services - Blues Distinction

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

27

* Healthy Solutions Newsletter (available online)
+ MyHealth (Member Portal)
- Electronic Health Risk Assessment
- Personal Health Record
- Online Communities
- Member Alerts
* 360° Health Services (HMO/POS Plans)
* ConditionCare
- Asthma
- Pulmonary disease
- Congestive heart failure
- Coronary artery disease
- Diabetes
* Future Moms

* ComplexCare

* 24/7 NurseLine

Networks
» Access to networks

- Provider Network

- Mental Health/Substance Abuse Network

- Coronary Services Network

- Human Organ and Tissue Transplant Network
- Complex and Rare Cancer Network

- Bariatric Surgery Network

+ Cost Management/Quality improvement program
- Credentialing
- Hospital audit program
- Anthem standard Claims bundling edits

* Anthem.com Provider directory

In addition to the services listed above, Anthem agrees to provide all services that are listed in Schedule A
and for which Employer has agreed to pay a separate fee.

Anthem Health Plans of New Hampshire, Inc. dba
Anthem Blue Cross and Blue Shield

By:

Title:

Date:

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

28

SCHEDULE C
TO
ADMINISTRATIVE SERVICES AGREEMENT
WITH
City of Nashua

This Schedule C provides certain guarantees pertaining to Anthem's performance under the Agreement between the
Parties ("Performance Guarantees") and shall be effective for the period from July 1, 2013 through June 30, 2014
(the "Performance Period"). Descriptions of the terms of each Performance Guarantee applicable to the Parties are
set forth in the Attachments (the "Attachments") to this Schedule C and made a part of this Schedule C. This
Schedule shall supplement and amend the Agreement between the Parties. If there are any inconsistencies between
the terms of the Agreement including any prior Schedules and this Schedule C, the terms of this Schedule C shall

control.

General Conditions

A.

The Performance Guarantees described in the Attachments to this Schedule C shall be in effect only for
the Performance Period indicated above, unless specifically indicated otherwise in the Attachments. The
Performance Guarantees shall also contain a measurement period (the "Measurement Period") for which
any Performance Guarantee will be calculated. If there are any inconsistencies between the terms
contained in this Schedule, and the terms contained in any of the Attachments to this Schedule C, the
terms of the Attachments to this Schedule C. shall control.

Anthem shall conduct an analysis of the data necessary to calculate any one of the Performance
Guarantees within the timeframes provided in the Attachments to this Schedule C. In addition, any
calculation of Performance Guarantees, reports provided, or analysis performed by Anthem shall be
based on Anthem's then current measurement methodology.

Any audits performed by Anthem to test compliance with any of the Performance Guarantees shall be
based on a statistically valid sample size with a 95% confidence level.

If the Parties do not have an executed Agreement, Anthem shall have no obligation to make payment
under these Performance Guarantees.

Unless otherwise specified in the Attachments to this Schedule C, the measurement of the Performance
Guarantee shall be based on: (1) the performance of any service team, business unit, or measurement
group assigned by Anthem; and (2) data that is maintained and stored by Anthem or its Vendors.

If Employer terminates the Agreement between the Parties prior to the end of the Performance Period, or
if the Agreement is terminated for non-payment, then Employer shall forfeit any right to collect any further
payments under any outstanding Performance Guarantees, whether such Performance Guarantees are
for a prior or current Measurement Period or Performance Period.

Anthem reserves the right to make changes to any of the Performance Guarantees provided in the
Attachments to this Schedule C upon the occurrence, in Anthem's determination, of either:

1. achange to the Plan benefits or the administration of the Plan initiated by Employer that
results in a substantial change in the services to be performed by Anthem or the measurement
of a Performance Guarantee; or

2. anincrease or decrease of 10% or more of the number of Members that were enrolled for
coverage on the latter of the effective date or renewal date of this Agreement.

Should there be a change in occurrence as indicated above and these changes negatively impact Anthem's

ability to meet the Performance Guarantees, Anthem shall have the right to modify the Performance
Guarantees contained in the Attachments.

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City of Nashua 06/17/2013

Payment

For the purposes of calculating compliance with the Performance Guarantees contained in the
Attachments to this Schedule C, if a delay in performance of, or inability to perform, a service underlying
any of the Performance Guarantees is due to circumstances which are beyond the control of Anthem,
including but not limited to any act of God, civil riot, floods, fire, acts of terrorists, acts of war terrorism or,
power outage, such delayed or non-performed service will not count towards the measurement of the
applicable Performance Guarantee.

If Anthem fails to meet any of the obligations specifically described in a Performance Guarantee, Anthem
shall pay Employer the amount set forth in the Attachment describing the Performance Guarantee.
Payment shall be in the form of a credit on Employer's invoice for Administrative Services Fees by no
later than the Settlement Periods provided in the Attachments.

Notwithstanding the above, Anthem has the right to offset any amounts owed to Employer under any of
the Performance Guarantees contained in the Attachments to this Schedule C against any amounts owed
by Employer to Anthem under: (1) any Performance Guarantees contained in the Attachments to this
Schedule C; (2) the Agreement, or (3) any applicable Stop Loss Policy.

Notwithstanding the foregoing, Anthem's obligation to make payment under the Performance Guarantees
is conditioned upon Employer's timely performance of its obligations provided in the Agreement in this
Schedule C and the Attachments, including providing Anthem with the information required by Anthem in
the Attachments. Anthem shall not be obligated to make payment under a Performance Guarantee if
Employer fails to meet any of its obligations provided in the Attachments related to such Performance
Guarantee.

Maximum Amount Payable Under the Performance Guarantees*

Notwithstanding any other provision contained in this Schedule or the Attachments to this Schedule, the maximum
amount Anthem shall be obligated to pay to Employer is equal to the sum of:

$20,000.00

*The Maximum Amount Payable provisions above do not apply to Pharmacy related Performance Guarantees

Anthem Health Plans of New Hampshire, Inc. dba
Anthem Blue Cross and Blue Shield

By:

Title:

Date:

Enterprise Administrative Services Agreement — October 2012 Master Template 30
City of Nashua 06/17/2013

This Attachment is made part

ATTACHMENT TO SCHEDULE C
Performance Guarantees
TO ADMINISTRATIVE SERVICES AGREEMENT

WITH
CITY OF NASHUA

Performance Guarantees

of Schedule C and will be effective for the Performance Period from July 1, 2013
through June 30, 2014. This Attachment is intended to supplement and amend the Agreement between the Parties.

Operations Performance Guarantees

Performance
Category
Implementation

Survey

Amount at
Risk
Year 1:

$20,000.00

Year 1:
$20,000.00

Guarantee

completed by the dates specified in the
implementation plan agreed to by the
Parties. The implementation plan will be
developed by Anthem and will contain
tasks to be completed by Employer and/or
Anthem and a timeframe for completion of
each task. The implementation plan will
also contain Measurement Periods specific
to each task. Anthem’s payment under
this Guarantee is conditioned upon
Employer’s completion of all designated
tasks by the dates specified in the
implementation plan.

This will be measured with Employer
specific data.

A minimum average score of 3.0 will be
attained on the Implementation Survey.
Anthem will prepare and send an
Implementation Survey to Employer.
Anthem will only consider survey results
received within 30 calendar days from the
delivery of the survey to the Employer.
This will be measured with Employer
specific data.

Penalty Calculation
Tiering

95.0% or Greater

91.0% to 94.9%

89.0% to 90.9%

85.0% to 88.9%
Less than 85.0%

of Points

3.0 or Greater
"26 to2.9

2.3 to 2.5
2.00 2.2

cLessthan200 0

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

None ———___—__ Reporting

25%
50%
75%
100%

Penalty
None

25%
50%
75%
“100%

Measurement
and Reporting
Period

Measurement
Period

Annual.

Period

60 calendar
days following
the end of the
implementation
period

Measurement _
Period

Annual

“Reporting
Period

60 calendar
days following
Anthem’s
receipt of the
survey.

31

Performance
Category
Average Speed
to Answer

Call
Abandonment
Rate

Amount at
Risk

Year 1:
$20,000.00

Year1:

$20,000.00

Guarantee

The average speed to answer (ASA) will
be 45 seconds or less. ASA is defined as
the average number of whole seconds
members wait and/or are in the telephone
system before receiving a response from
a customer care representative (CCR) or
an interactive vaice response unit
(IVR).This Guarantee will be calculated
based on the total number of calls
received in the customer service
telephone system.

This will be measured with employer
specific data.

A maximum of 5.0% of member calls will
be abandoned. Abandoned Calls are
defined as member calls that are waiting
for a customer care representative (CCR),
but are abandoned before connecting with
aCcCR. This Guarantee will be calculated
based on the number of calls abandoned
divided by the total number of calls
received in the customer service telephone
system. Calls that are abandoned in less
than five seconds will not be included in
this calculation.

This will be measured with employer
specific data.

Penalty Calculation

Tiering-National Accounts

National Accounts
Result
30 seconds or
less
31 to 33 seconds
34 to 36 seconds
37 to 39 seconds
40 or more
seconds

Measurement
and Reporting

C1 Option 2: Tiering-Local Accounts

Local Accounts
Result —
45 seconds or
less

46 to 48 seconds
"49 to 51 seconds
52 to 54 seconds
55 or more /
seconds

Tiering-National Only

National Accounts

3.0% or Less _
3.01% to 3.40%
3.41% to 3.70%
3.71% to 3.99%
4.00% or Greater

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

Period
Measurement
Period
Annual
" Reporting
Period
25% Annual
50%
75%
100%
Penalty
None
25%
50%
75%
100%
_ Measurement
Period
Annual
Penalty
None Reporting
25% Period
0,
50% Annual
75%
100%
32

Performance
Category
First Call
Resolution

Amount at
Risk

Year 1:
$20,000.00

Guarantee

A minimum of 85% of member calls will be
resolved during the initial contact with no
further follow up required. First Call
Resolution is defined as member callers
receiving a response to their inquiry during
an initial contact with no further foilow-up
required. This Guarantee will be
calculated based on the total number of
members who receive a First Call
Resolution divided by the total number of
calls received into the customer service
telephone system. [This will be measured
with employer specific data.]

Penalty Calculation
Tiering

Result

85.0% or Greater -

83.0% to 84.9%

81.5% to 82.9%

80.0% to 81.4%
Less than 80.0%

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

None
25%

“

75%
100%

Measurement
and Reporting
Period .
Measurement
Period

Annual

_ Reporting

Period

Annual

33

Network Drug Pricing Guarantee

Network Drug Pricing Guarantees - Pharmacy Reimbursement Rates

Retail Pharmacy Network Drug Pricing Guarantees and Conditions. The Net Effective Reimbursement Rates for
network retail pharmacies will be subject to the following annual "Retail Network Guarantees":

|. Brand Discount Off AWP: 14.50%
2. Brand Dispensing Fee: $1.40

3. Generic Discount Off AWP: 70.0%
4. Generic Dispensing Fee: $1.40

The Retail Pharmacy Network Guarantees shall be subject to the following conditions:

(1) The following Claims are excluded from the Retail Network Guarantees: (i) prescriptions filled in Alaska, Hawaii,
Puerto Rico; (ii) prescriptions filled in any state which imposes some form of "Most Favored Nations? limitations on
pharmacy reimbursement; (iii) OTC Products, supplies, vaccines, member-submitted Claims, subrogation Claims and
in-house Or 340b pharmacy.

(2) Single Source Generics shall be included in the Brand Discount and Brand Dispensing Fee guarantees rather
than the Generic Discount and Generic Dispensing Fee guarantees.

(3) The Retail Network Guarantees shall be calculated on an aggregate basis, not a per Claim basis..

(4) For purposes of calculating the Retail Network Guarantee payment, if any, deficits in any of the four Retail
Network Guarantees shall be aggregated and reduced by surpluses in any of the Retail Network Guarantees, or any
surpluses in any Mail Service Network Guarantee.

Mail Service Pharmacy Network Drug Pricing Guarantees and Conditions. The Net Effective Reimbursement Rates
for mail service pharmacy will be subject to the following annual "Mail Service Network Guarantees":

1. Brand Discount Off AWP: 24.0%
2. Brand Dispensing Fee: $0.00

3 Generic Discount Off AWP: 75.0%
4. Generic Dispensing Fee: $0.00

* Single Source Generics shall be included in the Brand Discount and Brand Dispensing Fee guarantees rather than
the Generic Discount and Generic Dispensing Fee guarantees.

* The mail service pharmacy network guarantees above are for a 60 day supply or greater. Mail service pharmacy
Claims for less than a 60 day supply are subject to the following guarantees:

1. Brand Discount Off AWP: 24.0%
2. Brand Dispensing Fee: $1.40

3 Generic Discount Off AWP: 75.0%
4. Generic Dispensing Fee: $1.40

The Mail Service Network Guarantees shall be subject to the following conditions:
(1) Specialty Drugs are excluded from the Mail Service Network Guarantees.
(2) The Mail Service Network Guarantees shall be calculated on an aggregate basis, not a per Claim basis.

(3) For purposes of calculating the Mail Service Network Guarantee payment, if any, deficits in any of the Mail
Service Network Guarantees shall be aggregated and reduced by surpluses in any of the Mail Service Network
Guarantees or any surpluses in any Retail Network Guarantees.

Settlement of the Retail Network Guarantees and the Mail Service Network Guarantees for an Agreement Period
shall occur within 90 days after the Agreement Period. The Net Effective Reimbursement Rate for retail and mail
service pharmacy Claims subject to the guarantee shall be compared with the Retail Network Guarantee and Mail
Service Network Guarantee amounts. If the total actual guarantee amount exceeds the applicable Net Effective
Reimbursement Rate, Anthem will credit the amount of the excess to Employer within 30 days of the calculation.

Enterprise Administrative Services Agreement — October 2012 Master Template 34
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Definitions. For purposes of this Schedule C, the following terms have the following meanings:

Average Wholesale Price or AWP shall mean the price of a prescription drug dispensed as established and reported
by MediSpan, First DataBank, or other nationally recognized pricing source selected by PBM in its sole discretion
from time to time. AWP does not represent a true wholesale price, but rather is a fluctuating benchmark provided by
third party pricing sources.

In the event that there are court or government imposed or industry wide or pricing source initiated changes in the
AWP reporting source or source changes in the methodology used for calculating AWP, including, without limitation,
changes in the mark-up factor used in calculating AWP (collectively, the "AVP Changes"), the terms of any financial
relationship between the parties that relate to AWP shall be modified by Anthem such that the value of AWP for the
purpose of such relationship(s) shall have the same economic equivalence in the aggregate to the value used by the
parties prior to the AWP Change. The intent of this provision is to preserve the relative economics of both parties for
such financial relationships based upon AWP to that which existed immediately prior to the AWP Change.

Further, in the event that the AWP pricing benchmark used by PBM hereunder is replaced with another benchmark
calculation, PBM may switch to such new pricing benchmark upon 30 day prior written notice to Employer, and such
notice will identify any new pricing terms, if any, required to maintain economic equivalence in the aggregate under
the new benchmark.

Net Effective Reimbursement Rate shall mean the overall reimbursement rate paid to pharmacy Network Providers.

Single Source Generics shall mean those generic drugs which are provided by two or less Pharmaceutical
Manufacturers or such Generic Drugs that are in the market with supply limitations or competitive restrictions.

Specialty Drugs are high-cost, injected, infused, oral or inhaled medications (including therapeutic biological
products) that are used to treat chronic or complex illnesses or conditions. Specialty drugs may have special
handling, storage and shipping requirements, such as temperature control. Specialty drugs may require nursing
services or special programs to encourage patient compliance.

Brand Name Prescription Drug or Brand Drug shall mean a prescription drug that is not a Generic Drug.

Dispensing Fee shall mean the amount, other than the AWP minus a discount and any applicable incentives
determined by Anthem as compensation to Participating Pharmacies for providing prescription drugs.

Generic Prescription Drug or Generic Drug shall mean a prescription drug, whether identified by its chemical,
proprietary, or non-proprietary name, that is therapeutically equivalent and interchangeable with drugs having an
identical amount of the same active ingredient.

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