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.
Enterprise Administrative Services Agreement — October 2012 Master Template 20
City of Nashua 06/17/2013
