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Cc. In the event of any legal action or proceeding against the Employer or Plan pertaining to Covered Services
described in the Benefits Booklet, Anthem shall make available to Employer, the Plan, and their respective
counsel, such evidence that is not privileged or otherwise confidential and is relevant to such action or
proceeding.

ARTICLE 17 - INDEMNIFICATION

Except for legal actions or proceedings seeking benefits under the Plan, which are governed by Article 16 of this
Agreement, Anthem and Employer shall each indemnify, defend and hold harmless the other Party, and its directors,
officers, employees, agents and affiliates, from and against any and all losses, claims, damages, liabilities, costs and
expenses (including without limitation, reasonable attorneys’ fees and costs) resulting from: (1) the indemnifying
Party's or its subcontractor's gross negligence or willful misconduct in the performance of the obligations under this
Agreement, and/or (2) the indemnifying Party's failure to provide information required under this Agreement or
otherwise required by law that results in a sanction or penalty being assessed against the other Party, and/or (3) the
indemnifying Party's or its subcontractor’s breach of fiduciary duties under ERISA. The obligation to provide
indemnification under this Agreement shall be contingent upon the Party seeking indemnification: (i) providing the
indemnifying Party with prompt written notice of any claim for which indemnification is sought, (ji) allowing the
indemnifying Party to control the defense and settlement of such claim; provided, however, that the indemnifying
Party agrees not to enter into any settlement or compromise of any claim or action in a manner that admits fault or
imposes any restrictions or obligations on an indemnified Party without that indemnified Party's prior written consent,
which will not be unreasonably withheld; and, (iii) cooperating fully with the indemnifying Party in connection with
such defense and settlement.

ARTICLE 18 - CHANGES IN BENEFITS BOOKLET AND AGREEMENT

a. Either Party reserves the right to propose changes to the provisions described in the Benefits Booklet by
giving written notice to the other Party not less than 90 days prior to the start of an Agreement Period and
such changes will be made to the Benefits Booklet as mutually agreed to in writing by the Parties. Either
Party may also propose changes to the Benefits Booklet at a time other than the start of an Agreement
Period and such changes will be made to the Benefits Booklet if mutually agreed to in writing by the Parties.
Anthem's incorporation of the requested changes into the Benefits Booklet shall constitute Anthem's
acceptance of the Employer's requested changes. If Anthem initiates the proposed changes and does not
receive written notice from Employer prior to the effective date of the proposed changes that such changes
are unacceptable, the changes shall be deemed acceptable by Employer and Anthem shall incorporate
such changes into the Benefits Booklet.

b. If changes to the provisions of the Benefits Booklet are mandated as a result of a change to any applicable
state or federal law, Anthem shall have the right to make such changes to the Benefits Booklet to comply
with the law and shall provide written notice to Employer at least 30 days prior to the effective date of the
change, unless the effective date specified in the law is earlier.

Cc. Anthem also reserves the right to change the Administrative Services Fee at a time other than the start of
an Agreement Period upon the occurrence of one or more of the following events: (1) a change to the Plan
benefits initiated by Employer that results in a substantial change in the services to be provided by Anthem;
(2) a change in ownership as described in Article 3(h) of this Agreement; (3) a change in the total number of
Members resulting in either an increase or decrease of 10% or more of the number of Members enrolled for
coverage on the date the Administrative Services Fee was last modified; (4) a change in Employer
contribution as described in Article 3(e) of this Agreement; (5) a change in nature of Employer's business
resulting in a change in its designated Standard Industrial Classification ("SIC") code; or (6) a change in
applicable law that results in an increase in the cost or amount of administrative services from those
currently being provided by Anthem under this Agreement. Anthem shall provide notice to Employer of the
change in the Administrative Services Fee at least 30 days prior to the effective date of such change. If
such change is unacceptable to Employer, either Party shall have the right to terminate this Agreement by
giving written notice of termination to the other Party before the effective date of the change. If Employer
accepts the proposed rates, Anthem shall provide a revised Schedule A that will then become part of this
Agreement without the necessity of securing Employer's signature on the Schedule.

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d.

in the event any action of any department, branch or bureau of the federal, state or iocal government is
initiated or taken ("Action") against a Party to this Agreement and such Action materially and adversely
affects that Party's performance of the obligations under this Agreement, the affected Party shall notify the
other Party of the nature of the Action and provide copies of pertinent documents supporting the reason(s)
for the Action. If a modification to the Agreement is needed as a result of the Action, the Parties shall meet
within 30 days of the notice by the affected Party to the other Party and shall, in good faith, attempt to
negotiate a modification to this Agreement that minimizes or eliminates the impact of the Action. If the
Parties are unable to minimize or eliminate the impact of the Action, then either Party may terminate this
Agreement by giving at least 90 days notice of termination. This Agreement may be terminated sconer if
agreed to by the Parties or required by the government entity initiating or taking the Action.
\

No modification or change in any provision of this Agreement, including but not limited to, changes at
renewal, shall be effective unless and until approved in writing by an authorized representative of Anthem
and evidenced by an amendment or new Schedule attached to this Agreement.

ARTICLE 19 - TERMINATION AND/OR SUSPENSION OF PERFORMANCE

Notwithstanding any other provision of this Article, this Agreement automatically terminates, without further
notice or action, if Employer fails to pay or fund any amount due under this Agreement within 7 days of the
date of Anthem's notice to the Employer of a delinquent amount owed. Such termination shall be effective
as of the last period for which full payment was made. In addition, this Agreement automatically terminates,
without further notice or action, at the end of each Agreement Period unless Anthem offers to renew this
Agreement and Employer accepts such offer of renewal pursuant to Article 6 of this Agreement. Upon
termination of this Agreement, Employer shall remain liable for all payments due to Anthem under the terms
of this Agreement. Notwithstanding the above, Anthem has the right to suspend performance of its
obligations under this Agreement if full payment is not made by the Invoice Due Date. Anthem shall have
no obligation to pay any Claims under the Agreement until all required payments have been paid in full.

If either Party fails to comply with any material duties and obligations under this Agreement other than
payment of amounts due under this Agreement, the other Party shall have the right to: (1) terminate this
Agreement by giving the non-compliant Party at least 60 days prior written notice of termination; or (2) upon
written notice to the other Party, suspend performance of its obligations under this Agreement. Employer
acknowledges and agrees that in the event it is the non-compliant Party, Anthem shail have no liability to
any Member. Either Party, at its option, may allow the non-compliant Party to cure a breach of this
Agreement and, upon acceptance in writing by that Party that a breach is cured, this Agreement may be
reinstated retroactive to the date of the breach or suspension of performance. Notwithstanding any other
provision of this Agreement, a Party may seek injunctive or other equitable relief from a court of competent
jurisdiction should there be any unauthorized use or disclosure of Proprietary Information or Confidential
information by the other Party.

If there shall occur any change in the condition (financial or otherwise) of Employer or an Employer Affiliate
that, in the reasonable opinion of Anthem, has a material adverse effect upon the validity, performance, or
enforceability of this Agreement, on the financial condition or business operation of Employer (or Employer
Affiliate), or on the ability of Employer to fulfill its obligations under this Agreement, then Anthem shall have
the right to require Employer to provide adequate assurance of future performance, which may include a
payment of a cash deposit, letter of credit, or other method of assurance acceptable to Anthem. Examples
of such a change could include, but would not be limited to the actual, or Anthem's reasonable anticipation
of: (1) any voluntary or involuntary case or proceedings under bankruptcy law with respect to Employer or
an Employer Affiliate; (2) any receivership, liquidation, dissolution, reorganization or other similar case or
proceeding with respect to Employer or an Employer Affiliate; (3) any appointment of a receiver, trustee,
custodian, assignee, conservator or similar entity or official for Employer or an Employer Affiliate; or (4) any
assignment for the benefit of creditors or sale of all or substantially all of Employer's assets or a key
Employer Affiliate's assets.

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Any deposit amount shall be paid to Anthem within 30 days of the request or in such shorter time as agreed
to by the Parties. The deposit amount shall not be paid with Plan assets, shall not be funded in any part by
Member contributions, and shall not be paid from any segregated fund or from funds in which the Plan or
any Member has a beneficial interest. The deposit amount shall be the property of Anthem, may be held in
Anthem's general account, may be subject to satisfy the claims of Anthem's general creditors, and does not
govern or limit the benefits available under the terms of the Plan. At the termination of this Agreement and
designated Claims Runout Period, if any, the deposit amount, net of any outstanding fees or Claims
amounts payable to Anthem, shall be returned to Employer. Any deposit amount returned to Employer
under this Article 19(c) shall not include interest. The deposit amount is the property of Anthem. Neither
Employer, the Plan, nor any Member shall have any beneficial or legal ownership interest in any deposit
amount paid pursuant to this Section.

If such further assurance is required by Anthem, Anthem may, at any time after the date of notice to
Employer of such requirement, suspend performance of its obligations under this Agreement until the date
of receipt by Anthem of such adequate assurance without being liable to the Employer, the Plan or any
Member for such suspension. If such adequate assurance is not received within 30 days of the request,
Anthem may terminate this Agreement.

d. Subject to the provisions of Article 7 of this Agreement, if this Agreement terminates and Anthem makes
payment of any Claim that would otherwise have been payable under the terms of this Agreement after the
termination date, Employer shall be liable to reimburse Anthem for such Claim to the extent that the
amounts have not already been paid by Employer. Employer also agrees to cooperate fully with Anthem in
the coordination of pharmacy Claims with any successor pharmacy benefit manager.

e. The Employer may terminate this Agreement at any time other than at the end of an Agreement Period by
giving Anthem 90 days written notice of its intent to terminate.

f. In connection with the termination of this Agreement and upon Employer's request, Anthem shall provide
reports that are part of Anthem's standard account reporting package at no extra charge. However Anthem
shall have no obligation to provide the reports after the termination date of this Agreement if such
termination is due to non-payment pursuant to Article 19(a) of this Agreement. Upon Employer's request,
Anthem shall also provide data extract files to Employer for an additional fee mutually agreed to by the
Parties. In no event shall Anthem be obligated to produce more than two sets of reports following the
termination date of this Agreement.

ARTICLE 20 - LIMITATION ON ACTIONS AND GOVERNING LAW

a. No action by either Party alleging a breach of this Agreement may be commenced after the expiration of 3
years from the date on which the claim arose.

b. Except to the extent preempted by ERISA or any other applicable provisions of federal law, this Agreement
shall be governed by, and shall be construed in accordance with the laws of New Hampshire but without
giving effect to that state's rules governing conflict of laws.

ARTICLE 21 - NO WAIVER

No failure or delay by either Party to exercise any right or to enforce any obligation herein, and, no course of dealing
between Employer and Anthem, shall operate as a waiver of such right or obligation or be construed as or constitute
a waiver of the right to enforce or insist upon compliance with such right or obligation in the future. Any single or
partial exercise of any right or failure to enforce any obligation shall not preclude any other or further exercise, or the
right to exercise any other right or enforce any other obligation.

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ARTICLE 22 - ASSIGNMENT AND SUBCONTRACTING

a. Unless it has first obtained the written consent of an officer of the other Party, neither Party may assign this
Agreement to any other person. Notwithstanding the foregoing, Anthem may, with advance written notice
to Employer, assign or otherwise transfer its rights and obligations-hereunder, in whole or in part, to: (i) any
affiliate of Anthem; or (ii) any entity surviving a transaction involving the merger, acquisition, consolidation,
or reorganization of Anthem, or in which all or substantially all of Anthem’s assets are sold. Additionally,
Employer may, with advance written notice to Anthem, assign, delegate, or otherwise transfer its rights and
obligations hereunder, in whole, to (i) any affiliate of Employer; or (ii) any entity surviving a transaction
involving the merger, acquisition, consolidation or reorganization of Employer, or in which all or substantially
all of Employer's assets are sold, provided that such affiliate or other assignee presents, in Anthem's
opinion, an equivalent or better financial status and credit risk. Either Party is required to provide advance
written notice under this provision only to the extent permissible under applicable law and the reasonable
terms of the agreement(s) governing such merger, acquisition, consolidation, reorganization, or asset sale.
If advance written notice is not allowed, notice shall be provided as soon as practicable. Upon receipt of
notice of an assignment of this Agreement, the other Party may terminate this Agreement by providing the
assigning Party with 30 days advance written notice of termination. Any assignee of rights or benefits
under this Agreement shall be subject to all of the terms and provisions of this Agreement.

b. Either Party may subcontract any of its duties under this Agreement without the prior written consent of
other Party; however, the Party subconiracting the services shail remain responsibie for fulfilling its
obligations under this Agreement.

ARTICLE 23 - NOTICES

a. Any notice or demand pursuant to Articles 19 and 22 of this Agreement shall be deemed sufficient when
made in writing as follows: to Employer, by first class mail, personal delivery, or electronic mail or overnight
delivery with confirmation capability, to its principal office shown upon the records of Anthem; to Anthem, by
first class mail, personal delivery, electronic mail or overnight delivery with confirmation capability, to the
designated Anthem sales representative.

b. A notice or demand shall be deemed to have been given as of the date of deposit in the United States mail
with postage prepaid or, in the case of delivery other than by mail, on the date of actual delivery at the
appropriate address.

c. Employer shall be obligated to provide all notices to Members as may be necessary to effectuate any
change in or termination of the Agreement.

ARTICLE 24 - ADMINISTRATION

a. Employer, on behalf of itself and its Members, hereby expressly acknowledges its understanding that this
Agreement constitutes a contract solely between Employer and Anthem, that Anthem is an independent
corporation operating under a license with BCBSA permitting Anthem to use the Blue Cross and Blue
Shield Service Marks in New Hampshire and that Anthem is not contracting as the agent of BCBSA.
Empioyer further acknowledges and agrees that it has not entered into this Agreement based upon
representations by any person other than Anthem and that no person, entity, or organization other than
Anthem shall be held accountable or liable to it for any of Anthem's obligations to Employer created under
this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of
Anthem other than those obligations created under other provisions of this Agreement.

b. Anthem is providing administrative services only with respect to the portion of the Plan described in the
Benefits Booklet. Anthem has only the authority granted it pursuant to this Agreement. Anthem is not the
insurer or underwriter of any portion of the Plan. Anthem has no responsibility or liability for funding
benefits provided by the Plan, notwithstanding any advances that might be made by Anthem. Employer
retains the ultimate responsibility and liability for all benefits and expenses incident to the Plan, including
but not limited to, any applicable taxes that might be imposed relating to the Plan.

Cc. The Parties acknowledge that the portion of the Plan described in the Benefits Booklet is a self-funded plan
and is not subject to state insurance laws or regulations.

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WD rarametrics @mel PROPOSAL FOR THE CITY OF NASHUA
rs — ARPA ADMINISTRATIVE SERVICES

Subject Matter Expert $200
Project Manager $168
Associate Proyect Manager $158
Public Adjuster $144
Senior Closeout Specialist $144
Closeout Specialist $119
Senior Engineer $144
Engineer $120
Senior Project Writer $130
Project Writer $120
Senior Planner/Trainer $t42
Planner/Trainer $125
Adrministrative Specialist $48

Outreach Team Lead $97

Outreach Coordinator $89

Case Management Team Lead $105
Case Manager $94

Fiscal Compliance Specialist $119

PAGE 33

d. Employer shall ensure that sufficient amounts are available to cover Claims payments, the monthly
Administrative Services Fee, and other fees or charges.

ARTICLE 25 - ENTIRE AGREEMENT

a. The following documents will constitute the entire Agreement between the Parties: this Agreement,
including any amendments and Schedules thereto, and the Benefits Booklet.

b. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.

Cc. This Agreement supersedes any and all prior agreements between the Parties, whether written or oral, and
other documents, if any, addressing the subject matter contained in this Agreement.

d. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under
applicable law, order, judgment or settlement, such provision shall be excluded from the Agreement and the
balance of this Agreement shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.

ARTICLE 26 - DISPUTE RESOLUTION

This Article has been intentionally deleted in its entirety.

ARTICLE 27 - MISCELLANEOUS

a. Employer and Anthem are separate legal entities. Anthem is strictly an independent contractor. Nothing
contained in this Agreement shall cause either Party to be deemed a partner, member, agent or
representative of the other Party, nor shall either Party have the expressed or implied right or authority to
assume or create any obligation on behalf of or in the name of the other Party through its actions,
omissions or representations.

b. Except as may be explicitly set forth in this Agreement, nothing herein shall be construed as an implied
license by a Party to use the other Party's name, trademarks, domain names, or other intellectual property.
Neither Party shall use the name, trademarks, domain names, or any other name or mark of the other
Party in any press release, printed form, advertising or promotional materials or otherwise, without the prior
written consent of the other Party. In addition, Employer has no license to use the Blue Cross and/or Blue
Shield trademarks or derivative marks (the "Brands") and nothing in the Agreement shall be deemed to
grant a license to Employer to use the Brands. Any references to the Brands made by Employer in its own
materials are subject to prior review and approval by Anthem.

Cc. Nothing contained herein shall cause either Party to be deemed an agent for service of legal process for the
other Party.
d. Anthem may pay Performance Payments to Providers or Vendors as described in the definition of Paid

Claim in this Agreement. Anthem may perform a periodic settlement or reconciliation based on the
Provider's or Vendor's performance and experience against established Performance Targets that would:
(1) require the Provider or Vendor to repay a portion of a Performance Payment previously paid by Anthem;
or (2) require Anthem to make additional payments. Employer acknowledges and agrees that it has no
responsibility for additional payments to Providers or Vendors nor any right in any discounts or excess
money refunded or paid to Anthem from Providers or Vendors pursuant to such settlement/reconciliation
arrangements, and neither it nor the Plan has any legal right or beneficial interest in such sums retained by
Anthem. Similarly, if Providers or Vendors do not achieve established Performance Targets, Anthem is not
obligated to refund any amounts previously charged Employer. In tur, if under any such
settlement/reconciliation Anthem is required to pay Providers or Vendors excess compensation for Member
management performance, risk-sharing rewards, or other performance incentives, it shall not seek payment
from the Employer or the Plan, and neither the Employer nor the Plan shall have any liability in connection
with such amounts. Such Providers or Vendors may include Anthem Affiliates. In calculating any Member
co-insurance amounts in accordance with the Benefit Booklet, Anthem does not take into account these
settlement/reconciliation arrangements.

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The Parties acknowledge that Anthem, in making decisions regarding the scope of coverage of services
under the Benefits Booklet, is not engaged in the practice of medicine. Providers are not restricted in
exercising their independent medical judgment by contract or otherwise and do not act on behalf of, or as
agents for, Anthem or the Plan.

In addition to any other provision providing for survival upon termination of this Agreement, the Parties’
rights and obligations under Articles 10, 11, 12, 13, 16, 17, 19, 24, 25(a), 25(c) and 27(d) shall survive the
termination of this Agreement for any reason.

Each Party shall comply with all laws and regulations applicable to their respective duties and obligations
assumed to under this Agreement.

Anthem and Employer agree to the performance standards set forth in Schedule C.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by affixing the signatures of duly
authorized officers.

City of Nashua Anthem Health Plans of New Hampshire, Inc. dba

Anthem Biue Cross and Blue Shield

By: By:

Title: Title:

Date: Date:

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SCHEDULE A
TO
ADMINISTRATIVE SERVICES AGREEMENT
WITH
CITY OF NASHUA

This Schedule A shall govern the Agreement Period from July 1, 2013 through June 30, 2014. For purposes of this
Agreement Period, 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 A, the terms of
this Schedule A shall control.

Section 1. Effective Date and Renewal Notice

This Agreement Period shall be from 12:01 a.m. July 1, 2013 to the end of the day of June 30, 2014.
Paid Claims shall be processed pursuant to the terms of this Agreement when incurred and paid as follows:

Incurred from July 1, 2009 through June 30, 2014 and
Paid from July 1, 2013 through June 30, 2014.

Anthem shall provide any offer to renew this Agreement at least 90 days prior to the end of an Agreement
Period.

Section 2. Broker or Consultant Base Compensation

Broker or Consultant Fee is $2.42 per Subscriber per month and is included in the Administrative Services
Fees described in Section 3 of this Schedule A. Upon receipt of payment from Employer, Anthem shall
remit payment to the broker or consultant designated by Employer.

Section 3. Fees

A.

Administrative Services Fee
Administrative Services Fee:

Medical Plan #1 (19940)
HMO Composite $46.47 per Subscriber per month

Medical Plan #2 (124312)
HMO Composite $46.47 per Subscriber per month

Medical Plan #3 (19934)
POS Composite $46.47 per Subscriber per month

Medical Plan #4 (21442)
POS Composite $46.47 per Subscriber per month

Medical Plan #5 (22821)
HSA Composite $46.47 per Subscriber per month

Prescription Drug Rebates: Anthem will pay to Employer 100% of the Drug Rebates collected from PBM
and attributable to Employer's Plan subject to Anthem's timely receipt of payment and accompanying data
from PBM. On a quarterly basis, Anthem shall credit Employer the Drug Rebates it has collected from PBM.
Anthem shall have the right to collect from Employer any rebate amount that Anthem is required to pay
PBM as a result of a pharmaceutical manufacturer audit or for any other reason. Anthem shall continue to
provide Employer its share of the Drug Rebates under this provision until the termination of this Agreement
and any applicable Claims Runout period. Anthem shall provide a final report of the Drug Rebates received
attributable to Employer's Plan after the end of any applicable Claims Runout period.

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Article 3(a) Retroactive Adjustmenis to Enroliment.

Anthem shall credit Administrative Services Fees for each retroactive deletion up to a maximum of 60 days
and shall charge Administrative Services Fees for each retroactive addition up to a maximum of 60 days.

B. Optional Program Fees
Not Applicable

Cc. Other Fees or Credits
Fee for Independent Claims Review: $550.00 per independent review

Section 4. Paid Claims, Billing Cycle and Payment Method

A. Paid Claims
Not Applicable

B. Billing Cycle
Weekly
Anthem shall notify Employer of the amount due to Anthem as a result of Claims processed and paid by
Anthem according to the billing cycle described above. The actual date of notification of Paid Claims and
the Invoice Due Date will be determined according to Anthem's regular business practices and systems
capabilities.

Cc. Payment Method
Wire Transfer Reimbursement for Paid Claims. Employer shall deposit the amount due in a designated
Anthem bank account by the Invoice Due Date. The deposit shall be made in accordance with any policies
and regulations of the bank necessary to assure that the deposit is credited to Anthem’s account no later
than the next business day.

Section 5. Administrative Services Fee Billing Cycle and Payment Method

A. Billing Cycle
Monthly List Bill (pay as billed)
Anthem shall notify Employer of the amount due to Anthem pursuant to Section 3 of Schedule A according
to the billing cycle described above. The actual date of notification of amounts due and the Invoice Due
Date will be determined according to Anthem's regular business practices and systems capabilities.

B. Payment Method
ACH or Wire Transfer Reimbursement. Employer shall deposit the amount due in a designated Anthem
bank account by the Invoice Due Date. The deposit shall be made in accordance with any policies and
regulations of the bank necessary to assure that the deposit is credited to Anthem's account no later than
the next business day.

Section 6. Claims Runout Services

A. Claims Runout Period
Claims Runout Period shall be for the 12 months following the date of termination of this Agreement.

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B. Claims Runout Administrative Services Fees

Claims Runout Administrative Services Fees will be included in the Administrative Services Fee in Section
3(a) of this Schedule A.

Section 7. Other Amendments. The Administrative Services Agreement is otherwise amended as
follows:

BlueCard Program, Other Inter-Plan Programs and Non-Network Provider Fees

As described in Article 15, certain fees and compensation may be charged each time a Claim is processed
through the BlueCard Program, other Inter-Plan Programs, including Negotiated National Account
Arrangements, and non-participating Provider Claims. The extent to which they are (i) included in the
Administrative Services Fee; or (ii) included in Paid Claims or separately billed to Employer is as follows:

Included in Administrative Services Fee:

BlueCard Program toll-free number fee

BlueCard Program PPO health care provider directory fee
Administrative expense allowance fee ("AEA")

Negotiated National Account Arrangement administrative and/or network access fee. It may be based on
either a per Claim, per Subscriber per month or per Member per month basis.

Central Financial Agency fee
ITS transaction fee

Non-Network Provider fees, which include, but are not limited to administrative expense allowance fees,
Central Financial Agency Fees, and ITS Transaction Fees.

Included in Paid Claims or separately billed to Employer:

Access fee, which is a percentage of the discount/differential Anthem receives from the Host Blue, based on
the current rate in accordance with the BlueCard Program's standard procedures for establishing the access
fee rate. The access fee will not exceed $2,000 for any Claim.

Notice of Loss of Grandfathering Status

In the event Employer maintains a grandfathered health plan(s), as that term is used in the Patient
Protection and Affordable Care Act ("PPACA"), Employer shall not make any changes to such plan(s),
including, but not limited to, changes with respect to Employer contribution levels, without providing Anthem
with advance written notice of the intent to change such plan(s). Making changes to grandfathered plans
without notice to Anthem may result in the plan(s) losing grandfathered status and significant penalties
and/or fines to Employer and Anthem. In the event Employer implements changes to its plan(s) and does
not provide advance notice to Anthem, Employer agrees to indemnify Anthem according to the
indemnification provisions set forth elsewhere in this Agreement for any penalties, fines or other costs
assessed against Anthem.

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