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Employer shall notify Anthem monthly of the Subscribers, dependents, or other individuals that will be or
have become ineligible for benefits under the Plan. Upon receipt of such notice, Anthem shall terminate
coverage effective as of the date specified in the Benefits Booklet. Employer shall give Anthem advance
notice, if possible, of any Member's expected termination and/or retirement. Anthem reserves the right to
limit retroactive terminations to a maximum of 60 days prior to the date notice is received. Anthem shall
credit Employer Administrative Services Fees for such retroactive terminations as indicated in Section 3(A)
of Schedule A.

If Anthem has paid Claims for persons no longer eligible for reasons including, but not limited to, Anthem
having been provided inaccurate eligibility information, or Anthem having received notice of a retroactive
change to enrollment, then Employer shall reimburse Anthem for all unrecovered Paid Claim amounts to
the extent that the amounts have not already been paid by Employer.

b. Employer acknowledges that it or its designee(s) serves as the "plan sponsor, "plan administrator" and
“named fiduciary" as those terms are defined in ERISA. Employer has the discretionary authority and
control over the management of the Plan, and all discretionary authority and responsibility for the
administration of the Plan except as delegated to Anthem in Article 2(c) of this Agreement. Anthem does
not serve as "plan sponsor", "plan administrator" or as the Plan's "named fiduciary". Employer retains all
final authority and responsibility for the Plan and its operation and Anthem is empowered to act on behalf of
Employer in connection with the Plan only as expressly stated in this Agreement or as otherwise agreed to
by the Parties in writing.

Cc. It is understood and agreed that the provision of any notice, election form, or communication and the
collection of any applicable premium or fees required by or associated with Title X of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA’), or any other applicable law governing
continuation of health care coverage, shall be the sole responsibility of Employer and not Anthem, except
as otherwise agreed to in a written agreement between the Parties.

d. Employer is solely responsible for compliance with the Family and Medical Leave Act ("FMLA") and, to the
extent applicable to Employers' wellness program(s), for compliance with the Americans with Disabilities
Act, the Internal Revenue Code, federal and state nondiscrimination laws, and other federal and state laws
and regulations governing wellness programs.

e. Employer agrees to and shall collect those contributions from Subscribers that are required by Employer for
participation in the Plan. If Employer elects Anthem's stop loss coverage, Employer shall abide by
Anthem's participation and contribution guidelines.

f. Unless otherwise agreed to by the Parties in writing, Employer shall prepare and distribute SPDs, summary
annual reports, and all notices or summaries of changes or material modifications to the Plan. Employer
shall ensure that when it or its designee prepares the SPD, such SPD will accurately reflect the terms of the
Benefits Booklet.

g. To the extent that Medicare, Medicaid, the Veterans Administration or any other federal or state agency or
entity asserts a reimbursement right against Employer, the Plan, or Anthem pursuant to that agency's or
entity's rights under applicable law with respect to Claims processed by Anthem under this Agreement, the
Employer shall be responsible for reimbursing Anthem any such amounts determined to be owed.

h. Employer shall give notice to Anthem of the expected occurrence of any of the following events (including a
description of the event), with such notice to be given at least 30 days prior to the effective date of the
event, unless such advance notice is prohibited by law or contract in which case, notice will be provided as
soon as practicable:

1. Change of Employer's name;
2. Any merger between or consolidation with another entity where, after such merger or
consolidation, Employer is not the controlling entity;
3. The sale or other transfer of all or substantially all of the assets of either Employer or any
Employer Affiliates or the sale or other transfer of the equity of Employer or any Employer
Affiliates, or:
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4. Any bankruptcy, receivership, insolvency or inability of Employer to pay its debts as they become
due.

i. The Employer shall have the sole responsibility, in accordance with state or federal law, to develop
procedures for determining whether a medical child support order is a "qualified" medical child support
order. The Employer shall provide notice to Anthem once it has made such determination.

j. The Employer may request Anthem, on an exception basis, to process and pay Claims that were denied by
Anthem or take other actions with respect to the Plan that are not specifically set forth in this Agreement or
the Benefits Booklet. In such cases, any payments shall not count toward the stop loss accumulators under
a stop loss agreement issued by Anthem, unless otherwise agreed to by Anthem. Anthem may charge
Employer a processing fee that has been mutually agreed to by the Parties prior to the processing of the
Claim. Anthem shall not be responsible for any liability associated with any act or omission undertaken at
the direction of, or in accordance with, instructions received from the Employer under this provision.

ARTICLE 4 - CLAIMS PAYMENT METHOD

a. Employer shall pay or fund Paid Claims according to the Claims payment method described in Section 4 of
Schedule A. Employer shall pay or fund such amounts by the Invoice Due Date. In addition, from time to
time, the Parties acknowledge that Employer may request a review of the appropriateness of a Claim
payment and, during the review period, Employer shall pay or fund such Claim.

b. The Parties acknowledge that, from time to time, a Claims adjustment may be necessary as a result of
coordination of benefits, subrogation, workers' compensation, other third party recoveries, payment errors
and the like, and that the adjustment will take the form of a debit (for an additional amount paid by Anthem)
or a credit (for an amount refunded to Employer). The Parties agree that such Claims adjustment shall be
treated as an adjustment to the Claims payment made in the billing period in which the adjustment occurs,
rather than as a retroactive adjustment to the Claim in the billing period in which it was initially reported as
paid. Any Claims credit may be reduced by a fee charged by Vendors as indicated in Article 13 of this
Agreement. In addition, a credit shall not be provided to Employer for a recovery related to a Claim that
was covered under stop loss coverage provided by Anthem.

ARTICLE 5 - ADMINISTRATIVE SERVICES FEE

During the term of this Agreement, Employer shall pay Anthem the Administrative Services Fee, described in
Section 3 of Schedule A. Employer shall pay the Administrative Services Fee and other fees authorized under this
Agreement by the applicable Invoice Due Date according to the payment method described in Section 5 of Schedule
A.

ARTICLE 6 - RENEWAL SCHEDULES

If Anthem offers to renew this Agreement at the end of an Agreement Period, then Anthem shall provide Employer
with the terms and conditions of the proposed renewal in writing within the time period provided in Section 1 of
Schedule A. Employer shall notify Anthem in writing of its selection from the renewal options by indicating its
selection and signing Anthem's designated renewal form. If Anthem does not receive a signed acceptance of the
renewal from Employer prior to the start of the next Agreement Period, Employer's payment of the amounts set forth
in the renewal shall constitute Employer's acceptance of the terms. Anthem shall provide a revised Schedule A that
will become part of this Agreement without the necessity of securing Employer's signature.

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ARTICLE 7 - CLAIMS RUNOUT SERVICES

a. Claims Runout Services shall be provided for the period of time provided in Section 6 of Schedule A (the
"Claims Runout Period"), except such Claims Runout services shall not be provided in the event that
termination is due to non-payment pursuant to Article 19(a) of this Agreement. During the Claims Runout
Period, the terms of this Agreement shall continue to apply. Anthem shall have no obligation to process or
pay any Claims or forward Claims to Employer beyond the Claims Runout Period. Any amounts recovered
beyond the Claims Runout Period shall be retained by Anthem as reasonable compensaticn for services
under this Agreement. Anthem shall, however, return any recoveries for which Anthem had received
monies, but had not processed the recovery prior to the end of the Claims Runout Period. In addition,
Employer shall have no obligation to reimburse Anthem for any amounts paid by Anthem due to
adjustments to Claims after the end of the Claims Runout Period.

b. The Administrative Services Fee for the Claims Runout Period, if applicable, is provided in Section 6 of
Schedule A. Paid Claims and the Administrative Services Fee shall be invoiced and paid in the same
manner as provided in Sections 4 and 5 of Schedule A, unless otherwise provided or agreed to in writing by
the Parties.

ARTICLE 8 - LATE PAYMENT PENALTY

If Employer fails to timely pay or fund any amount due to Anthem under this Agreement, Employer agrees to pay a
late payment penalty for each day the payment is late. The late payment penalty shall be calculated at the rate of
12% simple interest per annum (365 days), and shall be included on a subsequent invoice and payable by the
Invoice Due Date. If applicable, Employer agrees to reimburse Anthem for any expenses charged to Anthem by a
financial institution, Provider or Vendor due to Employer's failure to maintain sufficient funds in a designated bank
account. Any acceptance by Anthem of late payments shall not be deemed a waiver of its rights to terminate this
Agreement for any future failure of Employer to make timely payments.

ARTICLE 9 - HIPAA

a. Anthem's duties and responsibilities in connection with the requirements imposed by the Health Insurance
Portability and Accountability Act ("HIPAA") and the privacy and security regulations promulgated
thereunder will be set forth in a separate business associate agreement between the Parties.

b. In the event the Plan submits Claims or eligibility inquiries or any other HIPAA covered transaction as
defined in 45 CFR Part 160 and 162 to Anthem through electronic means, the Plan and Anthem. shall
comply with all applicable requirements of HIPAA and the Plan and Anthem shall require any of their
respective agents or subcontractors to comply with all applicable requirements of HIPAA.

ARTICLE 10 - PROPRIETARY AND CONFIDENTIAL INFORMATION

a. Each Party retains ownership of its Proprietary Information and Confidential Information (collectively
Information") and neither conveys ownership rights in its Information nor acquires ownership rights in the
other Party's Information by entering into this Agreement or performing its obligations hereunder. Nothing
in this Agreement shall impair or limit a Party's right to use and disclose its Information for its own lawful
business purposes.

b. Each Party shall maintain the other Party's Information in strict confidence, and shall institute commercially
reasonable safeguards to protect it.

Cc. Employer shall use and disclose Anthem's Information solely for the purpose of administering the Plan.
Employer shall not, without Anthem's advance written consent, (1) use or disclose Anthem’'s Information, or
reports or summaries thereof, for any purpose, other than administering the Plan; (2) combine Anthem's
Information with other data to create or add to an aggregate database that will or could be made available
to any third party; (3) combine Anthem's Information provided for a particular purpose with any other data
received from Anthem's Information provided for another purpose; or, (4) sell or disclose Anthem's
Information to any other person or entity except as expressly permitted by this Article 10.

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[ED iParametrics @mel PROPOSAL FOR THE CITY OF MASHUA
—_ ARPA ADMINISTRATIVE SERVICES

4. Cost Proposal

iParametrics’ experience with the American Rescue Plan Act shows that these programs run the gambit of need. Some jurisdictions
need only minor support, providing guidance and oversight of reporting, Some other communities want help with program design.
running grants and acquiring new grants outside of the local allocation. Therefore, we take the approach that the level of engagement
is highly dependent and tailored to the needs of our clients. Further, given the timing of this RFP, we're going to assume that the
City is completing the first Project and Expenditure Report due on january 31, 2022. The schedule and budget presented below
will be highly dependent on the needs of the City as we progress through the kick off meeting:

SCHEDULE

® February |, 2022: Kickoff Meeting
o Understanding Nashua's goals for the ARPA funds
® We understand that you've already allocated $500k for servers and $1.2M in revenue loss
o Review the Final Rule's Standard Allowance provision which may help the City streamline reporting and operations
o Understand community engagement and outreach efforts
o Review Current procurement operations to align with 2 CFR Part 200

= March 15, 2022; Create Draft Spending Framework Outline

o Outline the City’s priorities in a public facing document
ao Identify a reporting area for ARPA on the City's website
o Establishment of Monthly Meetings

* April |, 2022- Monthly Meeting (Repeats quarterly until completion)
= April 30, 2022- Project and Expenditure Report Completed (Repeats quarterly until completion)
BUDGET

As discussed above, our support to Nashua will be tailored to your needs. The budget presented below is a not to exceed amount
based on our best understanding of the project at this time. It assumes that we will support the City for the duration of the ARPA
period, Further, if the City desires to engage our team for additional work such as running a grant, we have included our hourly rate
sheet. The City will only be charged for the work that is completed.

Role Rate Hours Total
Project Executive $185.00 (20 $22,200.00
PM $168.00 320 $53,760.00
Senior Planner $142.00 600 $85,200.00
Case Management Team Lead $105.00 520 $54,600.00
Total $215,760.00
HOURLY RATES
Position Rate
Project Executive $185

PAGE 32

d. Employer may disclose the minimum amount of Anthem's Information necessary to Employer]'s stop loss
carriers, consultants, auditors and Plan Contractors, provided that: (1) each such third party needs to know
such Information in order to provide services to Employer; (2) the restrictions contained in Article 10(c) shall
apply to each such third party as well as to Employer; and (3) prior to such disclosure, each such third party
shall enter into a confidentiality agreement (or an appropriate amendment to an existing one, as applicable)
with Anthem with respect to the planned disclosure.

é. Upon termination of this Agreement, each Party shall return or destroy the other Party's Information or
retain the Information in accordance with its reasonable record retention policies and procedures; provided;
however that each Party shall continue to comply with the provisions of this Article 10 for as long as it
retains the other Party's Information.

f. This Agreement shall not be construed to restrict the use or disclosure of information that: (1) is public
knowledge other than as a result of a breach of this Agreement; (2) is independently developed by a Party
not in violation of this Agreement; (3) is made available to a Party by any person other than the other Party,
provided the source of such information is not subject to any confidentiality obligations with respect to it; or,
(4) is required to be disclosed pursuant to law, order, regulation or judicial or administrative process, but
only to the extent of such required disclosures and after reasonable notice to the other Party.

ARTICLE 11 - DATA REPORTS

a. Upon Employer's request and only as permitted by the business associate agreement entered into between
the Parties, Anthem will provide Anthem's standard account reporting package. Prior to Anthem providing
data or reports to Employer, the Parties must mutually agree to the types, format, content and purpose of
the reports requested. If Employer requests from Anthem information that is not part of Anthem's standard
account reporting package, and such request is approved by Anthem, Employer agrees to pay a mutually
agreed upon charge to Anthem for such additional reports.

b. If Employer requests Anthem to provide a data extract or report to any third party engaged by Employer (a
"Plan Contractor") for use on Employer's behalf and Anthem agrees to do so: (i) to the extent such extract
or report includes protected health information ("PHI") as defined in HIPAA, Anthem's disclosure of the PHI
and Plan Contractor's subsequent obligations with respect to the protection, use, and disclosure of the PHI
will be governed by Employer's applicable business associate agreements with Anthem and the Plan
Contractor; and (ii) to the extent such data or report includes Anthem's Proprietary Information and/or
Anthem's Confidential Information, Employer acknowledges and agrees that Plan Contractor shall be
subject to the restrictions set forth in Article 10 of this Agreement and shal! enter into a confidentiality
agreement with Anthem (or amend an existing one, as applicable) prior to Anthem's release of the extract
or report.

Cc. Employer agrees not to contact, or to engage or permit a Plan Contractor to contact on Employer's behalf,
any Provider concerning the information in any reports or data extracts provided by Anthem unless the
contact is coordinated by Anthem.

d. In addition to their unlimited rights to use Anthem’s Proprietary Information and Confidential Information,
Anthem and Anthem Affiliates shall also have the right to use and disclose other Claim-related data
collected in the performance of services under this Agreement or any other agreement between the Parties,
so long as: (1) the data is de-identified in a manner consistent with the requirements of HIPAA; or (2) the
data is used or disclosed for research, health oversight activities, or other purposes permitted by law; or (3)
a Member has consented to the release of his or her individually identifiable data. The data used or
disclosed shall be used for a variety of lawful purposes including, but not limited to, research, monitoring,
benchmarking and analysis of industry and health care trends. Anthem may receive remuneration for the
data only if permitted by HIPAA.

ARTICLE 12 - CLAIMS AUDIT

a. At Employer's expense, Employer shall have the right to audit Claims on Anthem's premises, during regular
business hours and in accordance with Anthem's audit policy, which may be revised from time to time. A
copy of the audit policy shall be made available to Employer upon request.

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b. if Employer elects to utilize a third-party auditor to conduct an audit pursuant to this Agreement and
Anthem's audit policy, such auditor must be mutually acceptable to Employer and Anthem. Anthem will
only approve auditors that are independent and objective and will not approve auditors paid on a
contingency fee or other similar basis. Anthem reserves the right to charge a fee to Employer for
expenditure of time by Anthem's employees in completing any audit. An auditor or consultant must execute
a confidentiality and indemnification agreement with Anthem pertaining to Anthem's Proprietary and
Confidential Information prior to conducting an audit.

Cc. Employer may conduct an audit once each calendar year and the audit may only relate to Claims
processed during the current year or immediately preceding calendar year (the "Audit Period") and neither
Employer nor anyone acting on Employer's or the Plan's behalf, shall have a right to audit Claims
processed prior to the Audit Period. The scope of the audit shall be agreed to in writing by the Parties prior
to the commencement of the audit.

d. Employer shall provide to Anthem copies of all drafts, interim and/or final audit reports at such time as they
are made available by the auditor or consultants to Employer. Any errors identified and/or amounts
identified as owed to Employer as the result of the audit shall be subject to Anthem's review and approval
prior to initiating any recoveries of Paid Claims pursuant to Article 13 of this Agreement. Anthem reserves
the right to terminate any audit being performed by or for Employer if Anthem determines that the
confidentiality of its information is not properly being maintained or if Anthem determines that the Employer
or auditor is not following Anthem audit policy.

e. An audit performed pursuant to this Agreement shall be the final audit for the Audit Period and for any prior
Audit Period unless otherwise agreed to in writing by the Parties; however, Claims may be re-audited if
Employer is required to conduct the audit by a government agency with which it has a contractual
arrangement.

ARTICLE 13 - RECOVERY SERVICES

a. Pursuant to the provisions of this Article 13, Anthem shall pursue recoveries related to Paid Claims
processed under this Agreement, including during any Claims Runout Period. Anthem shall exercise
discretion to determine which recoveries it will pursue and, in no event will Anthem pursue a recovery if the
cost of the collection is likely to exceed the recovery amount or if the recovery is prohibited by law or an
agreement with a Provider or Vendor. Anthem will not be liable for any amounts it does not successfully
recover. If Anthem determines that there is a potential recovery opportunity, Employer grants Anthem the
authority and discretion to do the following: (1) determine and take steps reasonably necessary and cost-
effective to effect recovery; (2) select and retain outside counsel or other Vendors as appropriate; (3)
reduce any recovery obtained on behalf of the Plan by its proportionate share of the outside counsel fees
and costs incurred during litigation or settlement activities to obtain such recovery; and (4) negotiate and
effect any settlement of the Employer's and Plan's rights by, among other things, executing a release
waiving the Employer's and Plan's rights to take any action inconsistent with the settlement.

b. During the term of this Agreement and any applicable Claims Runout period, Anthem may pursue payments
to Members by any other person, insurance company or other entity on account of any action, claim,
request, demand, settlement, judgment, liability or expense that is related to a Claim for Covered Services
("Subrogation Services"). Anthem may charge Employer a fixed percentage fee up to 25% of gross
subrogation recovery, or, if outside counsel is retained, 15% of net recovery after a deduction for outside
counsel fees for Subrogation Services ("Subrogation Fee"). Any subrogation recoveries shall be net of the
Subrogation Fee and shall be treated as an adiustment to the Claims payment in the billing period in which
the adjustment occurs as described in Article 4 of this Agreement. Subrogation Fees will not be assessed
on subrogation recoveries until they are received by Anthem and credited to Employer.

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Cc. Notwithstanding any other provision of this Article 13, Anthem will periodically perform audits of Provider
and Vendor contracts and other Claims audits to determine if Claims were accurately paid. Anthem shall
have authority to enter into a settlement or compromise regarding these audits, including, but not limited to,
the right to reduce future reimbursement to Provider or Vendor in lieu of a lump sum settlement. If Anthem
conducts an audit and makes a recovery as a result of such audit of Claims accuracy, then Anthem shall
provide Employer a credit, after a reduction of third party vendor fees or costs, if any. Anthem shall credit
Employer a proportionate share of the net recovery equal to the ratio of (1) total Members' Paid Claims to
such Provider or Vendor for the audit period, to (2) total payments made to such Provider or Vendor for all
of Anthem's business during the audit period. Notwithstanding the above, Anthem shall retain any
recoveries made from a Provider or Vendor resulting from any audits if the cost to administer the refund is
likely to exceed the total recovery from the Provider or Vendor.

d. Anthem shall credit Employer net recovery amounts after deduction of fees and costs as set forth in this
Article 13 not later than 150 days following the receipt of such recovery amounts. If Anthem does not credit
Employer within 150 days of its receipt of recovery amounts, Anthem shall pay Employer interest calculated
at the Federal Reserve Funds Rate in effect at the time of the payment. Anthem may have contracts with
Network Providers or Vendors or there may be judgments, orders, settlements, applicable laws or
regulations that limit Anthem’s right to make recoveries under certain circumstances. Employer agrees that
Anthem shall not be responsible for any such amounts that it is unable to recover from such Providers or
Vendors. Notwithstanding the provisions of this Article 13, Anthem may, but is not required to, readjudicate
Claims or adjust Members’ cost share payments related to the recoveries made from a Provider or a
Vendor. In no event, however, will Anthem be liable to credit Employer for any recovery after the
termination date of this Agreement and any Claims Runout Period, and the Employer acknowledges and
agrees that such sums shall be retained by Anthem as reasonable compensation for recovery services
provided by Anthem.

ARTICLE 14 - PHARMACY BENEFITS AND SERVICES

a. If applicable to Plan benefits and as indicated in Schedule B of this Agreement, Anthem, through PBM, shall
provide the following Prescription Drug management services:

1. Anthem shall offer Employer access to a network of pharmacies that have entered into contractual
arrangements with PBM under which such pharmacies agree to provide pharmacy services to
Members and accept negotiated fees for such services ("Network Pharmacies"). Anthem shall
determine, in its sole discretion, which pharmacies shall be Network Pharmacies, and the
composition of Network Pharmacies may change from time to time.

2. Anthem will furnish and maintain a drug formulary for use with the Plan, and Anthem shall
periodically review and update its formulary. The Employer shall adopt such formulary as part of
the design of the Plan. Unless mutually agreed to in writing by the Parties, upon termination of the
Agreement, the Employer shall cease adoption and use of Anthem's formulary as part of its Plan.
The drug formulary will be made available to Members on Anthem's web site and upon request
may be provided to Employer in a mutually acceptable format for Employer's distribution to
Members.

3. Anthem shall offer Employer a mail order pharmacy program, through which Members may
receive mail order prescription services. Additional fees for express mail, shipping or handling
may be charged to Members. Anthem shall also offer Employer a specialty pharmacy program,
through which Members may receive specialty pharmacy prescription services. Anthem shall
provide all necessary information and forms to Members to obtain these services.

4. Anthem shall arrange for the processing of Prescription Drug Claims in accordance with the
Benefits Booklet.

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PBM has negotiated programs with pharmaceutical manufacturers under which rebates for certain
Prescription Drugs dispensed to Members are made directly to PBM ("Drug Rebate Programs"). Such
Drug Rebate Programs are not based on the drug utilization of any one Employer Plan, but rather are
based on the drug utilization of all individuals enrolled in PBM managed programs. In many cases the
rebates are conditioned on certain Prescription Drugs being included on the formulary that Anthem requires
Employer to adopt as part of the Plan. PBM will pay Anthem a portion of the rebates it receives (such
portion being referred to in this Agreement as "Drug Rebates"). Anthem shall pay Employer an amount
attributable to its actual or estimated receipt of the Drug Rebates as described in Section 3(A) of Schedule
A.

Anthem may receive and retain administrative fees from PBM or directly from pharmaceutical
manufacturers. In addition, Anthem may receive and retain service fees from pharmaceutical
manufacturers for providing services (e.g., Provider and Member education programs that promote clinically
appropriate and safe dispensing and use of Prescription Drugs). For purposes of this Agreement,
administrative fees and service fees received by Anthem or PBM shall not be considered Drug Rebates.

lf Employer terminates the pharmacy benefits portion of its Plan with Anthem at any time, then Anthem shall
have the right to amend the Administrative Services Fee indicated in Section 3(A) of Schedule A.

ARTICLE 15 - INTER-PLAN ARRANGEMENTS (THE LANGUAGE IN THIS ARTICLE IS REQUIRED BY BCBSA.)

a.

Out of Area Services. Anthem has a variety of relationships with other Blue Cross and/or Blue Shield
Licensees referred to generally as "Inter-Plan Programs." Claims for certain services may be processed
through one of these Inter-Pian Programs and presented to Anthem for payment in accordance with the
rules of the Inter-Plan Programs policies then in effect. The Inter-Plan Programs available to Members
under this Agreement are described generally below. Typically, Members’ Claims are processed through an
Inter-Plan Program when Members obtain care from health care Providers that have a contractual
agreement (i.e., are "Network Providers") with a local Blue Cross and/or Blue Shield Licensee ("Host Blue").
In some instances, Members may obtain care from non-Network Providers. Anthem's payment practices in
both instances are described below.

In the case of an HMO or EPO plan, Anthem covers only limited health care services received outside of
the service area. For the explanations below, references to Covered Services refer to emergency care and
urgent care obtained outside of the geographic area Anthem and/or the designated Anthem Affiliate serve.
Any other service of the HMO or EPO plan will not be covered when processed through any Inter-Plan
Program arrangement.

BlueCard® Program. Under the BlueCard® Program, when Members access Covered Services within the
geographic area served by a Host Blue, Anthem will remain responsible to Employer for fulfilling Anthem's
contractual obligations. However, in accordance with applicable Inter-Plan Programs policies then in effect,
the Host Blue will be responsible for providing such services as contracting and handling substantially all
interactions with its Network Providers. The financial terms of the BlueCard Program are described
generally below. Individual circumstances may arise that are not directly covered by this description;
however, in those instances, Anthem's action will be consistent with the spirit of this description.

1. Liability Calculation Method Per Claim. The calculation of the Member liability on Claims for
Covered Services processed through the BlueCard Program will be based on the lower of the
Network Provider's Billed Charges or the negotiated price made available to Anthem by the Host
Blue.

The calculation of Employer liability on Claims for Covered Services processed through the
BlueCard Program will be based on the negotiated price made available to Anthem by the Host
Blue. Sometimes, this negotiated price may be greater than Billed Charges if the Host Blue has
negotiated with its Network Provider(s) an inclusive allowance (e.g., per case or per day amount)
for specific health care services. Host Blues may use various methods to determine a negotiated
price, depending on the terms of each Host Blue's health care Provider contracts. The negotiated
price made available to Anthem by the Host Blue may represent a payment negotiated by a Host
Blue with a health care Provider that is one of the following:

i. an actual price. An actual price is a negotiated payment without any other increases or
decreases, or

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ii. an estimated price. An estimated price is a negotiated payment reduced or increased by a
percentage to take into account certain payments negotiated with the Provider and other
Claim- and non-Claim-related transactions. Such transactions may include, but are not limited
to, anti-fraud and abuse recoveries, Provider refunds not applied on a Claim-specific basis,
retrospective settlements, and performance-related bonuses or incentives, or

iii. an average price. An average price is a percentage of Billed Charges representing the
aggregate payments negotiated by the Host Blue with all of its health care Providers or a
similar classification of its Providers and other Claim- and non-Claim-related transactions. Such
transactions may include the same ones as noted above for an estimated price.

Host Blues using either an estimated price or an average price may, in accordance with Inter-Plan
Programs policies, prospectively increase or reduce such prices to correct for over- or
underestimation of past prices (i.e., prospective adjustments may mean that a current price
reflects additional amounts or credits for Claims already paid to Providers or anticipated to be paid
to or received from Providers). However, the amount paid by the Member and Employer is a final
price; no future price adjustment will result in increases or decreases to the pricing of past Claims.
The BlueCard Program requires that the price submitted by a Host Blue to Anthem is a final price
irrespective of any future adjustments based on the use of estimated or average pricing. If a Host
Blue uses either an estimated price or an average price on a Claim, it may also hald some portion
of the amount that Employer pays in a variance account, pending settlement with its Network
Providers. Because all amounts paid are final, neither variance account funds held to be paid, nor
the funds expected to be received, are due to or from Employer. Such payable or receivable
would be eventually exhausted by health care Provider settlements and/or through prospective
adjustment to the negotiated prices. Some Host Blues may retain interest earned, if any, on funds
held in variance accounts.

A small number of states require Host Blues either (i) to use a basis for determining Member
liability for Covered Services that does not reflect the entire savings realized, or expected to be
realized, on a particular Claim, or (ii) to add a surcharge. Should the state in which health care
services are accessed mandate liability calculation methods that differ from the negotiated price
methodology or require a surcharge, Anthem would then calculate Member liability and Employer
liability in accordance with applicable law.

2. Return of Overpayments. Under the BlueCard Program, recoveries from a Host Blue or its
Network Providers can arise in several ways, including, but not limited to, anti-fraud and abuse
recoveries, health care Provider/hospital audits, credit balance audits, utilization review refunds,
and unsolicited refunds. In some cases, the Host Blue will engage a third party to assist in
identification or collection of recovery amounts. The fees of such a third party may be netted
against the recovery. Recovery amounts determined in this way will be applied in accordance with
applicable Inter-Plan Programs policies, which generally require correction on a Claim-by-Claim or
prospective basis.

c. Negotiated National Account Arrangements. As an alternative to the BlueCard Program, Member Claims
for Covered Services may be processed through a negotiated National Account arrangement with a Host
Blue. For purposes of this Article, a "National Account" is an Employer that has membership in more than
one state.

lf Anthem and Emplover have agreed that (a) Host Blue(s) shall make available a custom health care
Provider network(s) in connection with this Agreement, then the terms and conditions set forth in Anthem's
negotiated National Account arrangement(s) with such Host Blue(s) shall apply. In negotiating such
arrangement(s), Anthem is not acting on behalf of or as an agent for Employer, the Plan or Members.

Employer agrees that Anthem will not have any responsibility in connection with the processing and
payment of Claims when Members access such network(s), except as may be set forth in the relevant
participation agreement.

Member Liability Calculation. Member liability calculation will be based on the lower of either Billed
Charges or negotiated price made available to Anthem by the Host Blue that allows Members access to
negotiated participation agreement networks of specified Network Providers outside of Anthem’s service
area,

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d, Non-Network Providers Outside Anthem's Service Area.

1. Member Liability Calculation. When Covered Services are provided outside of Anthem's service
area by non-Network Providers, the amount a Member pays for such services will generally be
based on either the Host Blue's non-Network Provider local payment or the pricing arrangements
required by applicable state law. In these situations, the Member may be responsible for the
difference between the amount that the Non-Network Provider bills and the payment Anthem will
make for the Covered Services as set forth in this paragraph.

2. Exceptions. In some exception cases, Anthem may pay Claims from non-Network Providers
outside of Anthem's service area based on the Provider's Billed Charges, such as in situations,
where a Member did not have reasonable access to a Network Provider, as determined by
Anthem in Anthem'’s sole and absolute discretion or by applicable state law. In other exception
cases, Anthem may pay such a Claim based on the payment it would make if Anthem were paying
a non-Network Provider inside of Anthem's service area, as described elsewhere in this
Agreement, where the Host Blue's corresponding payment would be more than Anthem's in-
service area non-Network Provider payment, or in its sole and absolute discretion, Anthem may
negotiate a payment with such a Provider on an exception basis. In any of these exception
situations, the Member may be responsible for the difference between the amount that the non-
Network Provider bills and the payment Anthem will make for the Covered Services as set forth in
this paragraph.

e. Inter-Plan Program Fees and Compensation. Employer understands and agrees to reimburse Anthem for
certain fees and compensation which it is obligated under BlueCard or any other Inter-Plan Program, to pay
to the Host Blues, to the BCBSA, and/or to BlueCard or Inter-Plan Program vendors, as described below.
Fees and compensation under BlueCard and other Inter-Plan Programs may be revised in accordance with
the specific Program's standard procedures for revising such fees and compensation, which do not provide
for prior approval by any groups. Such revisions typically are made annually as a result of Program policy
changes and/or vendor negotiations. These revisions may occur at any time during the course of a given
calendar year, and they do not necessarily coincide with the Agreement Period. With respect to Negotiated
National Account Arrangements, the participation with the Host Blue may provide that Anthem must pay an
administrative and/or network access fee to the Host Blue. For this type of negotiated participation
arrangement, any such administrative and/or network access fee will not be greater than the comparable
fees that would be charged under the BlueCard Program. Anthem will charge these fees as described in
Section 7 of Schedule A.

ARTICLE 16 - CLAIMS LITIGATION

a. Anthem shall defend against any legal action or proceeding brought against Anthem to recover a claim for
benefits under the Plan as administered by Anthem. If a demand for benefits under the Plan is asserted, or
litigation, investigation, or other proceedings are commenced against Anthem by a Member, or by any other
party on behalf of a Member, in connection with the Plan, Anthem shall provide notice to Employer as soon
as practicable. Anthem will select and retain counsel. Except as otherwise provided in Article 16(b),
Employer will assume liability for payment of attorneys’ fees and costs in connection with the litigation,
proceeding, or investigation. If Employer or Plan are also named in the legal action or proceeding,
Employer reserves the right to retain separate counsel for itself, in its sole discretion and at its own
expense, and separate counsel for the Plan. If during such litigation, investigation or proceedings Employer
and Anthem are both represented by the same counsel selected by Anthem and a conflict of interest arises,
the selected counsel shall continue to represent Anthem's interests. Employer shall waive any conflict for
such representation and retain its own counsel, or separate counsel for the Plan, at its own expense. Each
Party will provide the other with reasonable cooperation in the defense of any such matter. Anthem is
authorized to settle or compromise any claim to recover benefits under the Plan arising out of a course of
legal action with the approval of Employer, which approval shall not be unreasonably withheld.

b. Notwithstanding the above in this Article 16, if Anthem fails to perform its responsibility to review and
determine Claims for benefits under the Plan in a manner that is consistent with the standard of care in
Article 17 of this Agreement, Anthem will assume liability for payment of its legal fees and costs. However,
Anthem is not an insurer of benefits under the Plan nor does it underwrite the risk or otherwise assume any
risk for the payment of benefits under the Plan. Under all circumstances, Employer shall be liable to pay
Plan benefits awarded or paid by settlement, judgment, or otherwise.

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