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.
Enterprise Administrative Services Agreement — October 2012 Master Template 19
City of Nashua 06/17/2013
