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.
Enterprise Administrative Services Agreement — October 2012 Master Template 16
City of Nashua 06/17/2013
