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.
Enterprise Administrative Services Agreement — October 2012 Master Template 18
City of Nashua 06/17/2013
