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.
Enterprise Administrative Services Agreement — October 2012 Master Template 11
City of Nashua 06/17/2013
