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HomeMy WebLinkAbout20031950.tiff RESOLUTION RE: APPROVE AMENDMENTS TO HMO AND PPO MEDICAL AND HOSPITAL GROUP SUBSCRIBER AGREEMENTS AND AUTHORIZE CHAIR TO SIGN - PACIFICARE OF COLORADO WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS,the Board has been presented with Amendments to the HMO and PPO Medical and Hospital Group Subscriber Agreements between the County of Weld,State of Colorado,by and through the Board of County Commissioners of Weld County, and PacifiCare of Colorado, commencing June 1,2003,and ending December 31,2003,with further terms and conditions being as stated in said amendments, and WHEREAS,after review,the Board deems it advisable to approve said amendments,copies of which are attached hereto and incorporated herein by reference. NOW,THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County,Colorado,that the Amendments to HMO and PPO Medical and Hospital Group Subscriber Agreements between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and PacifiCare of Colorado be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be,and hereby is,authorized to sign said amendments. The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 28th day of July, A.D., 2003, nunc pro tunc June 1, 2003. BOARD OF COUNTY COMMISSIONERS /�� WEL OUNTY, COOR O ���>ATTEST: j� CA,JI � David E. Long, Chair Weld County Clerk to the Board EXCUSED Robert D. M den, Pro-Tem : =�:• I�4 silk £ A 1 i/l-/ �� " t''.0 �k to the Board /i'd �- 4, , 1861 t[�1[ :� M. J. eile William H. Jerk l �ou � nty Attorney [/ GI n Vaad Date of signature: e`x3`Oy 2003-1950 PE0021 Client's Copy PACIFICARE OF COLORADO MEDICAL AND HOSPITAL GROUP SUBSCRIBER AGREEMENT MID/LARGE COVER SHEET -- (This Cover Sheet is an integral part of this Agreement) GROUP NAME: Weld County Government GROUP CODE:D6600 SIC CODE: 9111 GROUP COVERAGE EFFECTIVE DATE: 06/01/2003 through 12/31/2003 PLAN CODE: PLAN DESCRIPTION: 10663 Medical Plan 19DC3 Pharmacy Plan E1143 Vision Plan HEALTH PLAN PREMIUMS: EE $246.67 EE + Sp - $49332 EE+ Ch $473.60 EE +Fam $726.05 PREMIUMS DUE ON OR BEFORE (refer to Section 3.06): First of the month prior to the month in which premium applies ANNUAL OUT OF POCKET MAXIMUM PER INDIVIDUAL: $2,500 ANNUAL OUT OF POCKET MAXIMUM PER FAMILY: $5,000 CONTINUATION OF BENEFITS ELECTIONS: Standard ELIGIBILITY: Group Eligibility(refer to Section 2) This health plan is available only to employer groups who have 51 or more eligible employees. If at the anniversary date of the Agreement the number of eligible employees is less than 51,this Agreement may not be renewed. However, the Subscribing Group may be offered the small employer health benefit plan(s)as defined by Colorado Insurance Law. DependentMember Eligibility Dependent children are Eligible through age: (minimum up to age 19)end of the month in which they reach age 26 Students are Eligible through age: (minimum up to age 24)end of the month in which they reach age 26 Start and End date of coverage (e.g.waiting period for Employee, full-time requirement, and termination of coverage date): Waiting Period: First day of the month following first full pay period Full-Time Requirement: 20 hours per week 20020264 10/02 2003-1950 Termination of Coverage: Termination of coverage varies by date of termination. If termination occurs from the l$`through the 14th of the month, coverage terminates at the end of the current month: If termination occurs on the 15th through the end of the month, coverage terminates at the end of the following month. New spouse or children are eligible as set forth in the PacifiCare Combined Evidence of Coverage and Disclosure Form. ATTACHMENTS: (The following Attachments are an integral part of this Agreement) A- Schedule of Benefits,PacifiCare Combined Evidence of Coverage and Disclosure Form B - Schedule of Supplemental Benefits(If Purchased) C- Chiropractic Services (If Purchased) E - Eye Refraction Benefits (Standard Medical) H- Hearing Aid(If Purchased) P- Plus Schedule of Benefits (If Purchased) R- Outpatient Prescription Drug Benefit(If Purchased) V- Vision Care (If Purchased) 20020264 10/02 PACIFICARE OF COLORADO MEDICAL AND HOSPITAL GROUP SUBSCRIBER AGREEMENT 20020264 10/02 MEDICAL AND HOSPITAL GROUP SUBSCRIBER AGREEMENT This Medical and Hospital Group Subscriber Agreement(the"Agreement") is entered into between PACIFICARE OF COLORADO, a Colorado corporation, hereinafter called"PacifiCare," and the employer, association or other entity specified as "GROUP" on the Cover Sheet, hereinafter called "Group." RECITAL OF FACTS PacifiCare is a health care service plan which arranges for the provision of medical,hospital and preventive medical services to persons enrolled as Members through contracts with associations of licensed physicians,hospitals and other health care providers, Group is an employer, union, trust, organization, or association which desires to provide such health care for its eligible Subscribers and family Dependents. PacifiCare desires to contract with Group to arrange for the provision of such health care services to Subscribers and family Dependents of Group, and Group desires to contract with PacifiCare to arrange for the provision of such services to its Subscribers and family Dependents. AGREEMENT NOW THEREFORE, in consideration of the application of Group for the benefits provided under this Agreement, and in consideration of the periodic payment of Health Plan Premiums on behalf of Members in _ advance as they become due,PacifiCare agrees to arrange or provide medical, surgical, hospital, and related health care benefits subject to all terms and conditions of this Medical and Hospital Group Subscriber Agreement,including the Cover Sheet and Attachments. 1. DEFINITIONS 1.01 Agreement is this Medical and Hospital Group Subscriber Agreement,including,but not limited to, the Combined Evidence of Coverage and Disclosure Form,the Cover Sheet, Attachments and any amendments thereto. 1.02 COBRA Continuation Member is any individual who is enrolled and eligible to receive COBRA benefits under Agreement. 1.03 Coinsurance are fees payable to a health care provider by the Member enrolled in a Point-of- Service (PLUS)plan, at the time of provision of services which are in addition to the Health Plan Premiums paid by the Group. Such fees are a pre-determined percentage of eligible charges that the Member pays after a deductible has been met, as specified under in the Summary of Benefits, depending on the type of service. 1.04 Combined Evidence of Coverage and Disclosure Form is the document issued to prospective and enrolled Subscribers disclosing and setting forth the benefits and terms and conditions of coverage to which Members of the Health Plan are entitled as set forth in the summary of benefits. 1.05 Copavments are fees payable to a health care provider by the Member at the time of provision of services which are in addition to the Health Plan Premiums paid by the Group. Such fees may be a specific dollar amount or a percentage of total fees as specified herein, depending on the type of services provided. 1.06 Cover Sheet is the Medical and Hospital Group Subscriber Agreement Cover Sheet which is attached to and an integral part of this Agreement. 1 1.07 Dependent is any spouse, including those as defined as common-law spouse under the state, or unmarried child (including a step-child, court ordered Dependent,or adopted child or child placed for adoption) of a Subscriber who is enrolled hereunder,who meets all the eligibility requirements and definitions as set forth in the PacifiCare Combined Evidence of Coverage.and Disclosure Form attached to this Agreement and for whom applicable Health Plan Premiums are received by PacifiCare. 1.08 Eligible Dependent is any spouse or unmarried child(including a step-child, court ordered coverage, or adopted child or child placed for adoption)of an Eligible Employee who works or resides within the HMO Service Area and who is eligible for Enrollment as a Dependent in the Health Plan as defined in the PacifiCare Combined Evidence of Coverage and Disclosure Form. 1.09 Eligible Employee is a Group employee who works a minimum of 24 hours per week,meets any applicable waiting period required by the Group, and is defined as an employee under State and Federal law; 1.10 Enrollment is the execution of a PacifiCare Enrollment Application form, or a non-standard Enrollment Application form approved by PacifiCare,by the Subscriber on behalf of the Subscriber and his or her Dependents, and acceptance thereof by PacifiCare, conditioned upon the execution of this Agreement by PacifiCare, and either the execution of this Agreement by Group or the timely payment of applicable Health Plan Premiums by Group. In its discretion and subject to specific protocols, PacifiCare may accept Enrollment through an electronic submission from Group. 1.11 Group is the single employer, labor union,trust,organization, or association identified on the Cover Sheet. 1.12 Group Contribution is the amount of the Health Plan Premium applicable to each Subscriber which is paid solely by the Group or employer and which is not paid by the Subscriber either through payroll deduction or otherwise. 1.13 Group Participation is the number of individuals in the Group who are enrolled as Subscribers expressed as a percentage of the number of individuals in the Group who are eligible to enroll as Subscribers. 1.14 Health Plan is the health plan described in this PacifiCare Medical and Hospital Group Subscriber Agreement,Cover Sheet and Attachments, subject to modification pursuant to the terms of this Agreement. 1.15 Health Plan Premiums are pre-determined amounts established by PacifiCare to be made on a pre-paid basis to PacifiCare by Group on behalf of Members in consideration of the benefits provided under this Health Plan; such amounts are set forth in the Cover Sheet of this Agreement. 1.16 Member is any Subscriber or Dependent. 1.17 Open Enrollment Period is the period of not less than thirty(30)days agreed upon by PacifiCare and Group,during which all eligible and prospective Group Subscribers and their Eligible Dependents may enroll in this Health Plan. 2 • 1.18 PacifiCare Enrollment Packet is the packet of information supplied by PacifiCare to prospective Members which discloses plan policy and procedure and provides information about Plan benefits. The PacifiCare Enrollment Packet contains the PacifiCare Enrollment Application Form or a non-standard Enrollment Application Form approved by PacifiCare. 1.19 Subscriber is the individual enrolled in the Health Plan for whom the appropriate Health Plan Premium has been received timely by PacifiCare, and whose employment or other status, except for family dependency,is the basis for enrollment eligibility. 1.20 USERRA Continuation Member is any individual who is enrolled and eligible to receive USERRA benefits as outlined under this Agreement. 2. ELIGIBILITY AND ENROLLMENT 2.01 Enrollment Procedure 2.01.01Application Form. A properly completed, signed application for Enrollment on a form provided by PacifiCare, or on a non-standard form approved by PacifiCare, must be submitted to PacifiCare by Group for each eligible and/or prospective Subscriber, on behalf of the eligible and/or prospective Subscriber and any Eligible Dependents. PacifiCare may,in its discretion and subject to specific protocols, accept Enrollment through an electronic submission from Group. 2.01.02Time of Enrollment. All applications for Enrollment shall be submitted by prospective Subscribers to the Group during Open Enrollment Periods, except that prospective Subscribers and their Eligible Dependents who were not eligible during the previous Open Enrollment Period may apply for Enrollment within thirty-one (31) days after becoming eligible. All applications for Enrollment which are not received by PacifiCare within the thirty-one (31) days from the first day the prospective Subscriber or Dependent becomes eligible shall be subject to rejection by PacifiCare. Prospective Subscribers and their Eligible Dependents may reapply at the next Open Enrollment Period in the event an application was not received by PacifiCare within such thirty-one (31) day period. Group shall provide notice to Members of the applicable Open Enrollment Periods. 3 2.01.03Notice and Certification. Group shall provide a written notice and certification,prepared by PacifiCare, as part of the PacifiCare Enrollment Packet to Eligible Employees at the commencement of the initial Open Enrollment Period. The written notice and certification section of the PacifiCare application for Enrollment shall provide notice of the availability of coverage under the-Health Plan and indicate that an Eligible Employee's failure to elect coverage, on his or her behalf or on behalf of his or her Eligible Dependents during the initial Open Enrollment Period,permits PacifiCare to exclude coverage for a period of twelve (12) months from the date the Eligible Employee subsequently elects coverage under the Health Plan. Group shall require any Eligible Employee declining coverage under the Health Plan on behalf of himself or herself or any Eligible Dependent, to certify on the written notice and certification prepared by PacifiCare, the reason for declining Enrollment in the Health Plan and that he or she has reviewed the notice and certification and understands the consequences of declining coverage under the Health Plan. Group agrees to submit all completed notices and certifications to PacifiCare for: a. Each Eligible Employee and/or his or her Eligible Dependents who declined coverage at renewal of this Agreement; and, b. Each Eligible Employee and/or his or her Eligible Dependents who became eligible during the term of this Agreement specified on the Cover Sheet of this Agreement and who have declined coverage. 2.01.04Late Enrollment: Please refer to the section of this Agreement entitled Combined Evidence of Coverage and Disclosure Form for a complete description of Late Enrollment procedures. 2.02 Commencement of Coverage. The commencement date of coverage under this Health Plan shall be effective in accordance with the terms of the Cover Sheet and this Agreement. PacifiCare's acceptance of each Member's Enrollment is contingent upon receipt of the applicable Health Plan Premium payment. 2.03 PacifiCare's Liability in the Event of Conversion From a Prior Carrier. In the event PacifiCare replaces a prior carrier responsible for the payment of benefits or provision of services under a Group contract within a period of sixty(60) days from the date of discontinuation of the prior contract or policy, PacifiCare will immediately cover all employees and Dependents who were validly covered under the previous contract or policy at the date of discontinuation,and who are eligible for Enrollment under this Agreement,without regard to health status. 3. GROUP OBLIGATIONS, HEALTH PLAN PREMIUMS AND COPAYMENTS 3.01 Non-Discrimination. Group shall offer PacifiCare an opportunity to market this Health Plan to its employees and shall offer its employees an opportunity to enroll in this Health Plan under no less favorable terms or conditions than Group offers enrollment in other health care service plans or employee health benefit plans. 4 • 3.02 Notices to PacifiCare. Group shall forward to PacifiCare all completed or amended Enrollment forms for each Member within thirty-one (31) days of the Member's initial eligibility. Group acknowledges that any Enrollment applications not forwarded to PacifiCare within such thirty-one (31) day period may be rejected by PacifiCare. Group further agrees to transmit to PacifiCare any Enrollment application amendments pursuant to the Administrative Manual described in Section 8.07 below. Group shall forward all notices of termination to PacifiCare within thirty-one(31) days after Member loses eligibility or elects to terminate membership under this Agreement. Group agrees to pay any applicable Member Health Plan Premiums through the last day of the month in which notice of termination is received by PacifiCare. Any errors in termination by the Group will not afford a refund to the Group in Member premium, as premium payment will be required up to last day of the month in which notice of termination is received by PacifiCare,whether in practice or in error. 3.03 Notices to Member. If Group or PacifiCare terminates this Agreement pursuant to Section 7 below, Group shall promptly notify all Members enrolled through Group of the termination of their coverage in this Health Plan. Group shall provide such notice by delivering to each Subscriber a true, legible copy of the notice of termination sent from PacifiCare to Group at the Subscriber's then current address. Group shall promptly provide PacifiCare with a copy of the notice of termination delivered to each Subscriber, along with evidence of the date the notice was provided. If,pursuant to this Agreement,PacifiCare increases Health Plan Premiums payable by the Subscriber, or if PacifiCare increases Copayments or reduces Covered Services provided under this Agreement, Group shall promptly notify all Members enrolled through Group of the increase or reduction. In addition, Group shall promptly notify Members enrolled through Group of any other changes in the terms or conditions of this Agreement affecting the Members' benefits or obligations under the Health Plan. Group shall provide such notice by delivering to each Subscriber a true, legible copy of the notice of the Health Plan Premium or Copayment increase or reduction in Covered Services sent from PacifiCare to Group at the Subscriber's then current address. Group shall promptly provide PacifiCare with a copy of the notice of Health Plan Premium or Copayment increase or reduction in Covered Services delivered to each Subscriber, along with evidence of the date the notice was provided. PacifiCare shall have no responsibility to Members in the event Group fails to provide the notices required by this section. 3.04 Indemnification. Group agrees to indemnify, defend and hold PacifiCare harmless and accept all legal and financial responsibility for any liability arising out of Group's failure to perform its obligations as set forth in this Section 3. 3.05 Rates (Prepayment Fees). The Health Plan Premium rates are set forth in the Health Plan Premiums section of the Cover Sheet and supplemental Health Plan Premium notices. 3.06 Due Date. Health Plan Premiums are due in full on a monthly basis by check or electronic transfer and must be paid directly by Group to PacifiCare on or before the last business day of the month prior to the month for which the premium applies. Failure to provide payment on or before the due date may result in termination of Group, as set forth under this Agreement. 5 3.07 Modification of Rates and Benefits. 3.07.01Modification of Health Plan Premium Rates. The Health Plan Premium rates set forth on the Cover Sheet and the PacifiCare Enrollment Packet may be modified by PacifiCare in its sole discretion upon thirty-one (31) days written notice mailed postage prepaid to Group. Any such modification shall take effect commencing the first full month following the expiration of the thirty-one(31) day notice period. Modifications maybe made for any reason including but not limited to: • Changes to the terms of the Health Plan,including any changes required by federal or state law that affect PacifiCare's liability under the Health Plan or • Failure of the Group maintain any applicable participation or enrollment requirements; or • PacifiCare may adjust premiums, in lieu of terminating coverage, for misstatements of the age, family status, employee status or geographic location of a Member and/or Dependent. If a state or any other taxing authority imposes upon PacifiCare a tax or license fee which is levied upon or measured by the monthly amount of Health Plan Premiums, membership, claims, or by PacifiCare's gross receipts or any portions of either, then upon thirty(30) days written notice to Group, Group shall remit to PacifiCare,with the appropriate payment, a pro rata amount sufficient to cover all such taxes and license fees, rounded to the nearest cent. 3.07.02Modification of Benefits or Terms. The Covered Services set forth in the Combined Evidence of Coverage and Disclosure Form,the Schedule of Benefits, and the Schedule of Supplemental Benefits in the PacifiCare Enrollment Packet,as well as other terms of this Agreement, may be modified by PacifiCare in its sole discretion upon thirty-one(31) days written notice mailed postage prepaid to Group. Any such modification shall take effect commencing the first full month following the expiration of the thirty-one (31)day notice period. 3.08 Effect of Payment. Except as otherwise provided in this Agreement, only Members for whom Health Plan Premiums are received by PacifiCare are entitled to health care benefits as described in this Agreement, and then only for the period for which such payment is received. Group agrees to pay entire portion of premium on behalf of the Subscriber to PacifiCare for the first month of coverage for newborn or adopted children who become eligible as provided in the Combined Evidence of Coverage and Disclosure Form of this Agreement. 6 3.09 Continuation of Benefits and Conversion Coverage. 3.09.01Notice Regarding Continuation Coverage. Upon the occurrence of a qualifying event, as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (P.L. 99-272), as amended by the 1986 Tax Reform Act (P.L. 99-514) and the 1986 Omnibus Budget Reconciliation Act(P.L. 99-509) ("COBRA"), Group shall provide affected Members with written notice of available continuation coverage as required by and in accordance with COBRA and amendments thereto. Group shall be solely responsible for collecting Health Plan Premiums from Members who elect to continue benefits under COBRA and shall transmit such Health Plan Premiums to PacifiCare along with the Group's Health Plan Premiums otherwise due under this Agreement. Group shall maintain accurate records regarding Health Plan Premiums for Members who elect to continue benefits, including qualifying events,terminating events, and other information necessary to administer this continuation of benefits. Group may contract with a third party to perform the obligations set forth in this section. However, Group remains liable to PacifiCare for any failure of the third party to fulfill any such duties. 3.09.02Notice of Individual Conversion Rights. Within fifteen(15) days after a Member's coverage terminates, Group shall notify the Subscriber on behalf of the Subscriber and his or her Dependents or, if no Subscriber is available, any terminated Dependent, of the availability,terms, and individual conversion rights as set forth in the Combined Evidence of Coverage and Disclosure Form. 3.09.03Conversion From Federal COBRA Plan: If a Member is covered under COBRA,the Group and PacifiCare must notify the Member of the option to enroll in all available conversion plans no later than 180 days prior to the expiration date of the Members coverage under COBRA. Notification must include, at a minimum,availability,terms, and individual conversion rights. 3.09.04USERRA(Uniformed Services Employment and Reemployment Rights Act). Continuation coverage under this Health Plan shall be available to Members through Group under the Uniform Services Employment and Reemployment Rights Act of 1994, as amended("USERRA'). The continuation coverage under this section shall be equal to, and subject to the same limitations as, the benefits provided to other Members regularly enrolled in this Health Plan and shall be made available to eligible Members absent from employment with Group by reason of service in the United States uniformed services ("USERRA Continuation Members"). Such coverage, including,but not limited to, the maximum period of USERRA coverage,will be provided to USERRA Continuation Members pursuant to the requirements set forth in USERRA. For HMO Coverage Only: To obtain coverage,all care must be provided or arranged in the HMO Service Area by the designated Participating Medical Group, except for Emergency and Urgently Needed Services. Group shall provide written notice to each Member eligible for USERRA continuation coverage of the continuation coverage available to such Member under USERRA. 7 The Health Plan Premium for USERRA Continuation Members shall be equal to the Health Plan Premium for similarly situated regular Group Members plus any additional surcharge or administrative fee that can be charged to the USERRA Continuation Member as allowed by law. Group shall be solely responsible for collecting Health Plan Premiums from USERRA Continuation Members and shall transmit such Health Plan Premiums to PacifiCare along with the Group's Health Plan Premiums otherwise due under this Agreement. Group shall maintain accurate records regarding USERRA Continuation Member Health Plan Premium, qualifying events,terminating events and other information necessary to administer this continuation benefit. - 4. BENEFITS AND CONDITIONS FOR COVERAGE The attached PacifiCare Combined Evidence of Coverage and Disclosure Form included at the end of this Agreement, is an integral part of this Agreement, and it includes a complete description of the Benefits and Conditions of Coverage of this Health Plan. 5. PARTIES AFFECTED BY THIS AGREEMENT; RELATIONSHIPS BETWEEN PARTIES 5.01 Relationship of Parties. Group is not the agent or representative of PacifiCare and shall not be liable for any acts or omissions of PacifiCare, its agents, employees or providers, or any other person or organization with which PacifiCare has made, or hereafter shall make, arrangements for the performance of services under this Health Plan. Member is not the agent or representative of PacifiCare and shall not be liable for any acts or omissions of PacifiCare, its agents or employees. 5.02 Compliance with the Health Insurance Portability and Accountability Act of 1996. PacifiCare agrees to furnish written certification of prior creditable coverage("Certificates")to all eligible Members,as required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). PacifiCare and Group acknowledge that PacifiCare's agreement to issue Certificates to all eligible Members relieves Group of its obligation under HIPAA to furnish Certificates. Further, Group acknowledges that PacifiCare must rely completely on eligibility information and data(including, but not limited to,Member's name and current address) furnished by Group in issuing Certificates to Members. Group agrees to notify PacifiCare of all terminations within thirty(30) days of the termination, and to provide PacifiCare with eligibility information and data within thirty(30) days of its receipt or change. Group agrees to indemnify, defend and hold PacifiCare harmless and accept all legal,financial and regulatory responsibility for any liability arising out of PacifiCare's furnishing Certificates to eligible Members under HIPAA. 6. TERM OF AGREEMENT;RENEWAL PROVISIONS Term;Automatic Renewal. The term of this Agreement shall be one(1) year,commencing on the Group Coverage Effective Date set out in the Cover Sheet, unless otherwise indicated on the Cover Sheet or unless this Agreement is terminated as provided herein. This Agreement shall automatically renew for a one(1) year term on each anniversary of the date of commencement of this Agreement or as indicated on the Cover Sheet, unless terminated as provided herein. Renewal of this Agreement shall be subject to modification of rates and benefits pursuant to Section 3.07 and subject to Group underwriting and eligibility criteria as set forth by PacifiCare. • 7. TERMINATION 7.01 Termination by Group. Group may terminate this Agreement by giving a minimum of thirty(30) days written notice of termination to PacifiCare. Group termination must always be effective on the first day of the month. Group shall continue to be liable for Health Plan Premiums for all Members enrolled in this Health Plan through Group until the date of termination and as required under section 3.02 of this Agreement. 7.02 Termination by PacifiCare. 7.02.01For Nonpayment of Health Plan Premiums. PacifiCare may terminate this Agreement on the last day of the month for which premiums were paid if the Group or its designee fails to remit Health Plan Premiums in full by the required date. Nonpayment of Health Plan Premiums includes payments returned due to non-sufficient funds (NSF)and post-dated checks. In the event premiums are not received, PacifiCare will send the Group a notice of premiums due. Such notice shall specify that payment of all unpaid Health Plan Premiums must be received by PacifiCare within fifteen(15) days of the date of issuance of the notice, and that if payment of all unpaid Health Plan Premiums is received within the fifteen(15) days of the date specified in the notice, coverage will continue uninterrupted. If premiums are not received within that time period, all coverage will be terminated. PacifiCare will give written notice of final termination of the Agreement via First Class Mail to the Group. In the event PacifiCare has provided notice of non-payment of premium to Group on a prior occasion, and Group again fails to remit payment by the required due date, PacifiCare,at its discretion,reserves the right to immediately terminate Group for non-payment of premium. Termination will be retroactive to the last day of the month for which PacifiCare received full payment of premiums. Notwithstanding the forgoing,Members who receive services beyond their termination date or that of the Group,including but not limited to, cases of retro-termination, confinement or other instances as required under the law, such coverage will continue only to the extent as required under the law,and premiums must be remitted in full by the Group for any month in which services were provided for said Members. 7.02.02Partial Payment of Premium. If Group submits partial month's premium for the final coverage month,PacifiCare shall have the sole discretion to terminate Group coverage at the end of the previous month as outlined above under section 7.02.01,and refund the partial payment or terminate Group coverage at the end of the final month and pursue collection of the outstanding premium. Negotiation of said partial payment shall not be construed as full payment, nor shall it provide any of the benefits under this Agreement. 7.02.03Nonliability After Termination. Except as required by law,upon termination of this Agreement for any reason,PacifiCare shall have no further liability to provide benefits to any Member,including,without limitation, those Members hospitalized or undergoing treatment for an ongoing condition. Member's rights to receive benefits hereunder shall cease upon the effective date of termination. If a Member is receiving continuing care pursuant to this Agreement at the time Group is terminated,Member shall be responsible for the monthly payment of Health Plan Premiums at the Group rate. 9 Any person receiving benefits or services for which he or she is not entitled will be responsible for all billed charges. PacifiCare and its contracted providers will not be responsible for any portion of the charges incurred during any period for which the Group has not paid premiums. PacifiCare has the right to pend any claims and non-urgent medical authorizations during any period for which premiums have not been received. Pended claims will be subsequently denied if premiums are not paid within the time frames set forth above, except as required by law, and in instances in which premium payment is due as described above in section 7.02.01. Any extension of the time frame in which payment must be made will not be deemed a waiver of PacifiCare's rights under this provision. If PacifiCare agrees to provide coverage during any time period in which the Group is provided to remit payments, the Group will be responsible for premiums during that period even if this Agreement subsequently terminates. Any such agreement to provide coverage must be in writing and signed by both PacifiCare and the Group or its designee. 7.02.04Reinstatement Following Non-Payment of Premium. Requests for Reinstatement of this Agreement must be received by PacifiCare within fifteen(15) days from the date set out on the fmal termination notice. The termination date will be shown on the Group termination notice sent out by PacifiCare. Group shall be liable for any unpaid Health Plan Premiums. Group shall also pay the current month's premiums. All future premium must be remitted to PacifiCare by the premium due date through an electronic payment. PacifiCare reserves the right to assess an administrative fee of five (5)percent of the monthly premium prorated on a thirty(30) day month for each day premium payment is delinquent thereafter. This fee will be assessed solely at PacifiCare's discretion. Any requests for Reinstatement beyond the period set forth above will not be granted and the Group must submit a new application and undergo underwriting as a new Group. 7.02.05Termination for Breach of Material Term. PacifiCare may terminate this Agreement if Group breaches any material term, covenant or condition of this Agreement and fails to cure such breach within thirty(30) days of receiving written notice of such breach from PacifiCare. For purposes of this section,material terms of this Agreement specifically include,but are not limited to, the Sections 3.01,Non-Discrimination and 8.03, Assignment. PacifiCare's written notice of breach shall make specific reference to Group's action causing such breach. If Group fails to cure its breach subject to PacifiCare's satisfaction within thirty(30)days of receiving notice of the breach from PacifiCare,PacifiCare may terminate this Agreement at the end of the thirty(30)day notice period. 7.02.06For Providing Misleading or Fraudulent Information. PacifiCare may terminate this Agreement upon thirty(30) days written notice to Group if Group provides materially misleading or fraudulent information to PacifiCare in any Group questionnaires or is aware that materially misleading or fraudulent information has been provided on membership enrollment forms. 10 7.02.07For Ceasing to Meet Group Eligibility Criteria. PacifiCare may terminate Group upon thirty(30) days written notice to Group if Group fails to meet any of the following Group eligibility requirements: a. Group fails to maintain active Group Participation percentage of seventy-five percent (75%); b. For Subscribers without Dependents,Group fails to maintain a Group Contribution equal to seventy-five percent (75%) of the Health Plan Premium; c. For Subscribers with Dependents, Group fails to maintain a Group Contribution at a minimum of 75% of the employee's cost, or 50% of the employee and dependent(s) combined premium; d. Group fails to abide by and enforce the conditions of Subscriber Enrollment set forth in this Agreement. 7.02.08For Changing the Nature of Group's Business. PacifiCare may terminate Group upon thirty(30) days written notice to Group if Group materially alters the nature of its business. "Materially Alters," for the purposes of this section,means a significant change in the business conducted by Group after the commencement of this Agreement. 7.02.09For Loss of Group's Office Location within Geographic Area of Licensure. PacifiCare may terminate Group if Group no longer maintains an office location within the area in which PacifiCare is licensed as a health care service plan. PacifiCare shall provide Group with thirty(30) days written notice prior to such termination, if possible. Group must notify PacifiCare of changes of the Group's office location provided on the Group application within thirty(30) days of the change. 7.03 Return of Prepayment Premium Fees Following Termination. In the event of termination by either PacifiCare (except in the case of fraud or deception in the use of PacifiCare services or facilities,or knowingly permitting such fraud or deception by another) or Group, PacifiCare will, within thirty(30) days, return to Group the pro-rata portion of money paid to PacifiCare which corresponds to any unexpired period for which payment has been received, together with amounts due on claims, if any, less any amounts due to PacifiCare. 11 • 8. MISCELLANEOUS PROVISIONS 8.01 Governing Law. This Agreement is subject to the laws of the State in which this coverage is sold and to applicable Federal laws including the Employee Retirement Income Security Act of 1974, as amended, (codified at Chapter 18 of Title 29 of the United States Code)and the regulations promulgated thereunder by the United States Department of Labor(codified at Chapter XXV of Title 29 of the Code of Federal Regulations) and title II subtitle F section 261-264 of the Health Insurance Portability and Accountability Act 1996, Public law 104-191, or as amended. Any provisions required to be in this Agreement by any applicable laws and regulations shall bind PacifiCare,Group and Member whether or not expressly provided in this Agreement. Any provisions in this Agreement which, on its effective date, is in conflict with the applicable statutes of the jurisdiction in which is it is delivered, is hereby amended to conform with the minimum requirements of such statutes. 8.01.01Relationship Of Parties. Group is not the agent or representative of PacifiCare, and shall not be liable for any acts or omissions of PacifiCare, its agents, or employees, or Providers. Member is not the agent or representative of PacifiCare, and shall not be liable for any acts or omissions of PacifiCare, its agents, or employees. Providers, Primary Care Physicians and Contracting Medical Groups are independent contractors and are not the agents, employees or servants of PacifiCare. 8.01.02PacifiCare Non-Liability As A Health Care Provider. Member and Group agree that PacifiCare is not a Provider. PacifiCare is not responsible for the professional negligence of any Provider, Primary Care Physician or Contracting Medical Group. 8.01.03Access to Books and Records. PacifiCare and Group shall have the right to access the others books and records for audit of compliance with the terms and conditions of this Agreement. Any such access shall be in compliance with all state and federal laws governing the privacy and security of individual protected health information including HIPAA. Group's access to PacifiCare Member specific data will be limited to de- identified information unless Group uses a third-party auditor who signs a confidentiality statement prior to access and the auditor agrees that all Member specific data or information: a. provided by PacifiCare will be used for auditing purposes only; b. will not be provided to Group or any other party; c. will only be used in a manner and to the extent permitted under federal or state laws, including HIPAA. 12 8.01.04 Disclosure of Protected Health Information to Group. In compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA," found at Public Law 94-191) and certain regulations promulgated by the U.S. Department of Health and Human Services to implement certain provisions of HIPAA(the "HIPAA Privacy Regulations," found at 45 CFR,Parts 160 through 164), PacifiCare shall disclose Summary Health Information(as defined at 45 CFR § 164.504)to Group if Group requests such Summary Health Information and only for the limited purpose of(i) obtaining premium bids from health plans for providing health insurance coverage to Group; or(ii) modifying, amending or terminating the Group's health plan coverage. PacifiCare shall not disclose Protected Health Information (as defined at 45 CFR § 164.504)to Group unless Group executes an addendum to this Agreement, acceptable to PacifiCare, regarding the disclosure and use of such Protected Health Information. Such addendum will, at a minimum, comply with the requirements set forth at 45 CFR § 164.504(f). 8.02 PacifiCare Names, Logos and Service Marks. PacifiCare reserves the right to control all use of its name,product names, symbols, logos,trademarks, and service marks currently existing or later established. Group shall not use PacifiCare's name,product names,symbols,logos, trademarks, or service marks without obtaining the prior written approval of PacifiCare. 8.03 Assignment. This Agreement and the rights, interests and benefits hereunder shall not be assigned,transferred,pledged, or hypothecated in any way by either party and shall not be subject to execution, attachment or similar process, nor shall the duties imposed herein be subcontracted or delegated without the approval of the other party. Notwithstanding the above, if PacifiCare assigns, sells or otherwise transfers substantially all of its assets and business to another corporation, firm or person, with or without recourse,this Agreement will continue in full force and effect as if such corporation, firm or person were a party to this Agreement,provided such corporation,firm or person continues to provide prepaid health services. Notwithstanding the foregoing,Group acknowledges and agrees that PacifiCare may delegate certain functions, including,but not limited to medical management, utilization review, credentialing and/or claims payment,to provider groups or other certified organizations which contract with PacifiCare and that PacifiCare may contract with its corporate affiliates to perform certain management and administrative services for PacifiCare. 8.04 Validity. The unenforceability or invalidity of any part of this Agreement shall not affect the enforceability and validity of the balance of this Agreement. 8.05 Confidentiality. PacifiCare agrees to maintain and preserve the confidentiality of any and all medical records of Member in accordance with all applicable State and federal laws, including HIPAA. However,Member authorizes the release of information and access to any and all of Member's medical records for purposes of utilization review,quality review,processing of any claim, financial audit,coordination of benefits, or for any other purpose reasonably related to the provision of benefits under this Agreement to PacifiCare, its agents and employees,Member's participating medical group, and appropriate governmental agencies. PacifiCare shall not release any information to Group which would directly or indirectly indicate to the Group that a Member is receiving or has received Covered Services,unless authorized to do so by the Member. 8.06 Amendments. This Agreement may be modified by PacifiCare as set forth in Section 3.07, above, or it may be amended upon the mutual written consent of the parties. 13 • 8.07 Group Use of Administrative Manual. Group agrees to comply with and conform to policies and procedures in the Administrative Manual provided by PacifiCare. PacifiCare agrees to provide thirty(30) days notice to Group of any changes in the Administrative Manual. In the event of conflict between this Agreement and the Administrative Manual, the terms of this Agreement shall prevail. 8.08 Attachments. The Cover Sheet and Attachments to this Agreement, the Combined Evidence of Coverage and Disclosure Form, and all terms and conditions set forth therein, as they are from time-to-time amended by parties, are incorporated by reference herein and made an integral part of this Agreement. 8.09 Use of Gender. The use of masculine gender in this Agreement includes the feminine gender and the singular includes the plural. 8.10 Waiver of Default. The waiver by PacifiCare of any one or more defaults by Group or Member shall not be construed as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement. 8.11 Notices. Any notice required or permitted under this Agreement shall be in writing and either delivered personally or by regular,registered, or certified mail,U.S. Postal Service Express Mail, or overnight courier,postage prepaid, or at the addresses set forth below: If to PacifiCare: PacifiCare of Colorado P.O. Box 6770 Englewood,CO 80155 If to Group or Member: Group's or Member's last address known to PacifiCare. Any notice sent by registered or certified mail,return receipt requested,shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown,the postmark date. If sent by regular mail,the notice shall be deemed given forty-eight(48)hours after the notice is addressed and mailed with postage prepaid. Notices delivered by U.S. Postal Service Express mail or overnight courier that guarantees next day delivery shall be deemed given twenty-four(24)hours after delivery of the notice to the United State Postal Service or courier. If any notice is transmitted by facsimile transmission or similar means,the notice shall be deemed served or delivered upon telephone confirmation of receipt of the transmission, provided a copy is also delivered via delivery or mail. 8.12 Acceptance of Agreement. Group accepts the terms and conditions of this Agreement by making its initial payment to PacifiCare of Health Plan Premiums on or before the due date specified on the Cover Sheet or by executing this Agreement. If acceptance is made by payment of the first premium,Group must still execute a copy of the Agreement to keep coverage in force. Failure to execute this Agreement may result in termination of coverage. All Members accepts the terms, conditions and provisions of this Agreement upon completion and execution of the Enrollment form. Acceptance by any of these methods shall render all terms and provisions of this Agreement binding on PacifiCare,Group and Members. 14 8.13 Entire Agreement. This Agreement, including all exhibits, attachments, and amendments, contains the entire understanding of Group and PacifiCare with respect to the subject matter hereof and it incorporates all of the covenants, conditions, promises, and agreements exchanged by the parties hereto with respect to such matter. This Agreement supersedes any and all prior or contemporaneous negotiations, agreements,representations, or communications,whether written or oral,between Group and PacifiCare with respect to the subject matter of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original,but all of which shall constitute one and the same document. 8.14 Contracting Provider Termination. PacifiCare will provide written notice to Group within a reasonable time if it receives notice that any contracting provider terminates or breaches its contract with PacifiCare, or is unable to perform such contract, if the termination,breach, or inability to perform may materially and adversely affect Group. 8.15 Headings—The headings of the various sections of this Agreement are inserted merely for the purpose of convenience and do not expressly, or by implication, limit or define or extend the specific terms of the section so designated. 8.16 No Third Party Beneficiaries-Except as otherwise expressly indicated in this Agreement, this Agreement shall not create any rights in any third parties who have not entered into this Agreement,nor shall this Agreement entitle any such third party to enforce any rights or obligations that may be possessed by such third party. 9. ARBITRATION 9.01 Member Appeals and Grievances. The attached PacifiCare Combined Evidence of Coverage and Disclosure Form includes complete description of the PacifiCare appeals and grievance procedures and dispute resolution processes for Members. 9.02 Disputes Between PacifiCare and Group. All disputes between Group and PacifiCare shall be resolved by binding arbitration before the Commercial Arbitration Rules of the American Arbitration Association unless both PacifiCare and the Group agree in writing to use another form of alternative dispute resolution(e.g.,mediation). The parties will seek to mutually agree on the appointment of an arbitrator; however,if an agreement cannot be reached within thirty(30) days following the date demanding arbitration, the parties will use the arbitrator appointment procedures in the Rules. Arbitration hearings will be held at the neutral administrator's offices in Denver,Colorado, or at another location agreed upon in writing by the parties. The results of the binding arbitration shall be final, with no further recourse in a court of law or otherwise will be available to either PacifiCare or the Group. The arbitrator(s)will prepare in writing an award that includes the legal and factual reasons for the decision. Judgement upon the award rendered by the arbitrator(s) shall be entered into any court having jurisdiction. PacifiCare and the Group shall equally share the costs of arbitration; however, each party shall be individually responsible for the expenses related to its attorney,experts and evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-4, will also apply to the arbitration. 9.03 Mandatory Arbitration. Group and PacifiCare agree and understand that any and all disputes, including claims of medical malpractice, shall be determined by submission to binding arbitration. Any such dispute will not be resolved by a lawsuit or resort to court process, except as Colorado law provides for judicial review of arbitration proceedings. Each party to this agreement is giving up the constitutional right to have any such dispute decided in a court of law before a jury,and instead is accepting the use of binding arbitration. 15 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in a- Colorado,on C4 ,e2er-- , 20±73 GROUP: Weld County Government PACIFICARE OF COLORADO Cr BY: BY: NAME: n /h/t D L I NAME: Brian Crary TITLE: L'/f! 11- i?, LW e 1Ct l-'/]d (n�li /ss'C TLE President of PacifiCare of Colorado DATE: 7 -Z? 0 3 DATE: June 12, 2003 ATTEST: /4 BY: I,f i:�47+ 1;�i�a� c !lgz Dep;x61' u ,,,, t ( �..rd %Oin Wrt A , 16 Client's Copy PACIFICARE OF COLORADO MEDICAL AND HOSPITAL GROUP SUBSCRIBER AGREEMENT MID/LARGE COVER SHEET (This Cover Sheet is an integral part of this Agreement) GROUP NAME: Weld County Government GROUP CODE: D6600 SIC CODE: 9111 GROUP COVERAGE EFFECTIVE DATE: 06/01/2003 through 12/31/2003 PLAN CODE: PLAN DESCRIPTION: 40773 Medical Plan 491C3 Pharmacy Plan E4143 Vision Plan HEALTH PLAN PREMIUMS: EE $258.17 EE +-Sp $516.37 EE +Ch $495.70 EE +Fam $759.94 PREMIUMS DUE ON OR BEFORE (refer to Section 3.06): First of the month prior to the month in which premium applies ANNUAL OUT OF POCKET MAXIMUM PER INDIVIDUAL: $2,500 in-network/$5,000 out-of- network(plus deductible) ANNUAL OUT OF POCKET MAXIMUM PER FAMILY: $5,000 in-network/$10,000 out-of- network(plus deductible) CONTINUATION OF BENEFITS ELECTIONS: Standard ELIGIBILITY: Group Eligibility(refer to Section 2) This health plan is available only to employer groups who have 51 or more eligible employees. If at the anniversary date of the Agreement the number of eligible employees is less than 51, this Agreement may not be renewed. However,the Subscribing Group may be offered the small employer health benefit plan(s) as defined by Colorado Insurance Law. Dependent Member Eligibility Dependent children are Eligible through age: (minimum up to age 19) end of the month in which they reach age 26 Students are Eligible through age: (minimum up to age 24) end of the month in which they reach age 26 Start and End date of coverage (e.g. waiting period for Employee, full-time requirement, and termination of coverage date): 20020264 10/02 -2t03 /950 Waiting Period: First day of the month following first full pay period Full-Time Requirement: 20 hours per week Termination of Coverage: Termination of coverage varies by the date of termination. If termination occurs from the 1St through the 14th of the month, coverage terminates at the end of the current month. If termination occurs on the 15th through the end of the month, coverage terminates-at the end of the following month. New spouse or children are eligible as set forth in the PacifiCare Combined Evidence of Coverage and Disclosure Form. ATTACHMENTS: (The following Attachments are an integral part of this Agreement) A- Schedule of Benefits, PacifiCare Combined Evidence of Coverage and Disclosure Form B - Schedule of Supplemental Benefits (If Purchased) C- Chiropractic Services (If Purchased) E - Eye Refraction Benefits (Standard Medical) H- Hearing Aid(If Purchased) P- Plus Schedule of Benefits (If Purchased) R- Outpatient Prescription Drug Benefit (If Purchased) V- Vision Care (If Purchased) 20020264 10/02 PACIFICARE OF COLORADO MEDICAL AND HOSPITAL GROUP SUBSCRIBER AGREEMENT 20020264 10/02 MEDICAL AND HOSPITAL GROUP SUBSCRIBER AGREEMENT This Medical and Hospital Group Subscriber Agreement (the "Agreement") is entered into between PACIFICARE OF COLORADO, a Colorado corporation, hereinafter called "PacifiCare," and the employer, association or other entity specified as "GROUP" on the Cover Sheet,hereinafter called "Group." -_ RECITAL OF FACTS PacifiCare is a health care service plan which arranges for the provision of medical, hospital and preventive medical services to persons enrolled as Members through contracts with associations of licensed physicians, hospitals and other health care providers, Group is an employer, union, trust, organization, or association which desires to provide such health care for its eligible Subscribers and family Dependents. PacifiCare desires to contract with Group to arrange for the provision of such health care services to Subscribers and family Dependents of Group, and Group desires to contract with PacifiCare to arrange for the provision of such services to its Subscribers and family Dependents. AGREEMENT NOW THEREFORE, in consideration of the application of Group for the benefits provided under this Agreement, and in consideration of the periodic payment of Health Plan Premiums on behalf of Members in advance as they become due, PacifiCare agrees to arrange or provide medical, surgical, hospital, and related health care benefits subject to all terms and conditions of this Medical and Hospital Group Subscriber Agreement, including the Cover Sheet and Attachments. 1. DEFINITIONS 1.01 Agreement is this Medical and Hospital Group Subscriber Agreement, including, but not limited to, the Combined Evidence of Coverage and Disclosure Form, the Cover Sheet,Attachments and any amendments thereto. 1.02 COBRA Continuation Member is any individual who is enrolled and eligible to receive COBRA benefits under Agreement. 1.03 Coinsurance are fees payable to a health care provider by the Member enrolled in a Point-of- Service (PLUS)plan, at the time of provision of services which are in addition to the Health Plan Premiums paid by the Group. Such fees are a pre-determined percentage of eligible charges that the Member pays after a deductible has been met, as specified under in the Summary of Benefits, depending on the type of service. 1.04 Combined Evidence of Coverage and Disclosure Form is the document issued to prospective and enrolled Subscribers disclosing and setting forth the benefits and terms and conditions of coverage to which Members of the Health Plan are entitled as set forth in the summary of benefits. 1.05 Copayments are fees payable to a health care provider by the Member at the time of provision of services which are in addition to the Health Plan Premiums paid by the Group. Such fees maybe a specific dollar amount or a percentage of total fees as specified herein, depending on the type of services provided. 1.06 Cover Sheet is the Medical and Hospital Group Subscriber Agreement Cover Sheet which is attached to and an integral part of this Agreement. 1 1.07 Dependent is any spouse, including those as defined as common-law spouse under the state, or unmarried child(including a step-child, court ordered Dependent, or adopted child or child placed for adoption) of a Subscriber who is enrolled hereunder,who meets all the eligibility requirements and definitions as set forth in the PacifiCare Combined Evidence of Coverage and Disclosure Form attached to this Agreement and for whom applicable Health Plan Premiums are received by PacifiCare. 1.08 Eligible Dependent is any spouse or unmarried child(including a step-child, court ordered coverage, or adopted child or child placed for adoption) of an Eligible Employee who works or resides within the HMO Service Area and who is eligible for Enrollment as a Dependent in the Health Plan as defined in the PacifiCare Combined Evidence of Coverage and Disclosure Form. 1.09 Eligible Employee is a Group employee who works a minimum of 24 hours per week,meets any applicable waiting period required by the Group, and is defined as an employee under State and Federal law; 1.10 Enrollment is the execution of a PacifiCare Enrollment Application form, or a non-standard Enrollment Application form approved by PacifiCare,by the Subscriber on behalf of the Subscriber and his or her Dependents, and acceptance thereof by PacifiCare, conditioned upon the execution of this Agreement by PacifiCare, and either the execution of this Agreement by Group or the timely payment of applicable Health Plan Premiums by Group. In its discretion and subject to specific protocols, PacifiCare may accept Enrollment through an electronic submission from Group. 1.11 Group is the single employer, labor union, trust, organization, or association identified on the Cover Sheet. 1.12 Group Contribution is the amount of the Health Plan Premium applicable to each Subscriber which is paid solely by the Group or employer and which is not paid by the Subscriber either through payroll deduction or otherwise. 1.13 Group Participation is the number of individuals in the Group who are enrolled as Subscribers expressed as a percentage of the number of individuals in the Group who are eligible to enroll as Subscribers. 1.14 Health Plan is the health plan described in this PacifiCare Medical and Hospital Group Subscriber Agreement, Cover Sheet and Attachments, subject to modification pursuant to the terms of this Agreement. 1.15 Health Plan Premiums are pre-determined amounts established by PacifiCare to be made on a pre-paid basis to PacifiCare by Group on behalf of Members in consideration of the benefits provided under this Health Plan; such amounts are set forth in the Cover Sheet of this Agreement. 1.16 Member is any Subscriber or Dependent. 1.17 Open Enrollment Period is the period of not less than thirty(30) days agreed upon by PacifiCare and Group, during which all eligible and prospective Group Subscribers and their Eligible Dependents may enroll in this Health Plan. 2 1.18 PacifiCare Enrollment Packet is the packet of information supplied by PacifiCare to prospective Members which discloses plan policy and procedure and provides information about Plan benefits. The PacifiCare Enrollment Packet contains the PacifiCare Enrollment Application Form or a non-standard Enrollment Application Form approved by PacifiCare. 1.19 Subscriber is the individual enrolled in the Health Plan for whom the appropriate Health Plan Premium has been received timely by PacifiCare, and whose employment or other status, except for family dependency, is the basis for enrollment eligibility. 1.20 USERRA Continuation Member is any individual who is enrolled and eligible to receive USERRA benefits as outlined under this Agreement. 2. ELIGIBILITY AND ENROLLMENT 2.01 Enrollment Procedure 2.01.01Application Form. A properly completed, signed application for Enrollment on a form provided by PacifiCare, or on a non-standard form approved by PacifiCare,must be submitted to PacifiCare by Group for each eligible and/or prospective Subscriber, on behalf of the eligible and/or prospective Subscriber and any Eligible Dependents. PacifiCare may, in its discretion and subject to specific protocols, accept Enrollment through an electronic submission from Group. 2.01.02Time of Enrollment. All applications for Enrollment shall be submitted by prospective Subscribers to the Group during Open Enrollment Periods, except that prospective Subscribers and their Eligible Dependents who were not eligible during the previous Open Enrollment Period may apply for Enrollment within thirty-one (31) days after becoming eligible. All applications for Enrollment which are not received by PacifiCare within the thirty-one (31) days from the first day the prospective Subscriber or Dependent becomes eligible shall be subject to rejection by PacifiCare. Prospective Subscribers and their Eligible Dependents may reapply at the next Open Enrollment Period in the event an application was not received by PacifiCare within such thirty-one (31) day period. Group shall provide notice to Members of the applicable Open Enrollment Periods. 3 2.01.03Notice and Certification. Group shall provide a written notice and certification,prepared by PacifiCare, as part of the PacifiCare Enrollment Packet to Eligible Employees at the commencement of the initial Open Enrollment Period. The written notice and certification section of the PacifiCare application for Enrollment shall provide notice of the availability of coverage under the Health Plan and indicate that an Eligible Employee's failure to elect coverage, on his or her behalf or on behalf of his or her Eligible Dependents during the initial Open Enrollment Period,permits PacifiCare to exclude coverage for a period of twelve (12)months from the date the Eligible Employee subsequently elects coverage under the Health Plan. Group shall require-any Eligible Employee declining coverage under the Health Plan on behalf of himself or herself or any Eligible Dependent, to certify on the written notice and certification prepared by PacifiCare, the reason for declining Enrollment in the Health Plan and that he or she has reviewed the notice and certification and understands the consequences of declining coverage under the Health Plan. Group agrees to submit all completed notices and certifications to PacifiCare for: a. Each Eligible Employee and/or his or her Eligible Dependents who declined coverage at renewal of this Agreement; and, b. Each Eligible Employee and/or his or her Eligible Dependents who became eligible during the term of this Agreement specified on the Cover Sheet of this Agreement and who have declined coverage. 2.01.04Late Enrollment: Please refer to the section of this Agreement entitled Combined Evidence of Coverage and Disclosure Form for a complete description of Late Enrollment procedures. 2.02 Commencement of Coverage. The commencement date of coverage under this Health Plan shall be effective in accordance with the terms of the Cover Sheet and this Agreement. PacifiCare's acceptance of each Member's Enrollment is contingent upon receipt of the applicable Health Plan Premium payment. 2.03 PacifiCare's Liability in the Event of Conversion From a Prior Carrier. In the event PacifiCare replaces a prior carrier responsible for the payment of benefits or provision of services under a Group contract within a period of sixty(60) days from the date of discontinuation of the prior contract or policy, PacifiCare will immediately cover all employees and Dependents who were validly covered under the previous contract or policy at the date of discontinuation, and who are eligible for Enrollment under this Agreement, without regard to health status. 3. GROUP OBLIGATIONS, HEALTH PLAN PREMIUMS AND COPAYMENTS 3.01 Non-Discrimination. Group shall offer PacifiCare an opportunity to market this Health Plan to its employees and shall offer its employees an opportunity to enroll in this Health Plan under no less favorable terms or conditions than Group offers enrollment in other health care service plans or employee health benefit plans. 4 3.02 Notices to PacifiCare. Group shall forward to PacifiCare all completed or amended Enrollment forms for each Member within thirty-one (31) days of the Member's initial eligibility. Group acknowledges that any Enrollment applications not forwarded to PacifiCare within such thirty-one (31) day period may be rejected by PacifiCare. Group further agrees to transmit to PacifiCare any Enrollment application amendments pursuant to the Administrative Manual described in Section 8.07 below. Group shall forward all notices of termination to PacifiCare within thirty-one (31) days after Member loses eligibility or elects to terminate membership under this Agreement. Group agrees to pay any applicable Member Health Plan Premiums through the last day of the month in which notice of termination is received by PacifiCare. Any errors in termination by the Group will not afford a refund to the Group in Member premium, as premium payment will be required up to last day of the month in which notice of termination is received by PacifiCare, whether in practice or in error. 3.03 Notices to Member. If Group or PacifiCare terminates this Agreement pursuant to Section 7 below, Group shall promptly notify all Members enrolled through Group of the termination of their coverage in this Health Plan. Group shall provide such notice by delivering to each Subscriber a true, legible copy of the notice of termination sent from PacifiCare to Group at the Subscriber's then current address. Group shall promptly provide PacifiCare with a copy of the notice of termination delivered to each Subscriber, along with evidence of the date the notice was provided. If,pursuant to this Agreement, PacifiCare increases Health Plan Premiums payable by the Subscriber, or if PacifiCare increases Copayments or reduces Covered Services provided under this Agreement, Group shall promptly notify all Members enrolled through Group of the increase or reduction. In addition, Group shall promptly notify Members enrolled through Group of any other changes in the terms or conditions of this Agreement affecting the Members' benefits or obligations under the Health Plan. Group shall provide such notice by delivering to each Subscriber a true, legible copy of the notice of the Health Plan Premium or Copayment increase or reduction in Covered Services sent from PacifiCare to Group at the Subscriber's then current address. Group shall promptly provide PacifiCare with a copy of the notice of Health Plan Premium or Copayment increase or reduction in Covered Services delivered to each Subscriber, along with evidence of the date the notice was provided. PacifiCare shall have no responsibility to Members in the event Group fails to provide the notices required by this section. 3.04 Indemnification. Group agrees to indemnify, defend and hold PacifiCare harmless and accept all legal and financial responsibility for any liability arising out of Group's failure to perform its obligations as set forth in this Section 3. 3.05 Rates (Prepayment Fees). The Health Plan Premium rates are set forth in the Health Plan Premiums section of the Cover Sheet and supplemental Health Plan Premium notices. 3.06 Due Date. Health Plan Premiums are due in full on a monthly basis by check or electronic transfer and must be paid directly by Group to PacifiCare on or before the last business day of the month prior to the month for which the premium applies. Failure to provide payment on or before the due date may result in termination of Group, as set forth under this Agreement. 5 3.07 Modification of Rates and Benefits. 3.07.01Modification of Health Plan Premium Rates. The Health Plan Premium rates set forth on the Cover Sheet and the PacifiCare Enrollment Packet may be modified by PacifiCare in its sole discretion upon thirty-one (31) days written notice mailed postage prepaid to Group. Any such modification shall take effect commencing the first full month following the expiration of the thirty-one (31) day notice period. Modifications may be made for any reason including but not limited to: • Changes to the terms of the Health Plan, including any changes required by federal or state law that affect PacifiCare's liability under the Health Plan or • Failure of the Group maintain any applicable participation or enrollment requirements; or • PacifiCare may adjust premiums, in lieu of terminating coverage, for misstatements of the age, family status, employee status or geographic location of a Member and/or Dependent. If a state or any other taxing authority imposes upon PacifiCare a tax or license fee which is levied upon or measured by the monthly amount of Health Plan Premiums, membership, claims, or by PacifiCare's gross receipts or any portions of either, then upon. thirty(30) days written notice to Group, Group shall remit to PacifiCare,with the appropriate payment, a pro rata amount sufficient to cover all such taxes and license fees, rounded to the nearest cent. 3.07.02Modification of Benefits or Terms. The Covered Services set forth in the Combined Evidence of Coverage and Disclosure Form, the Schedule of Benefits, and the Schedule of Supplemental Benefits in the PacifiCare Enrollment Packet, as well as other terms of this Agreement, may be modified by PacifiCare in its sole discretion upon thirty-one(31) days written notice mailed postage prepaid to Group. Any such modification shall take effect commencing the first full month following the expiration of the thirty-one (31) day notice period. 3.08 Effect of Payment. Except as otherwise provided in this Agreement, only Members for whom Health Plan Premiums are received by PacifiCare are entitled to health care benefits as described in this Agreement, and then only for the period for which such payment is received. Group agrees to pay entire portion of premium on behalf of the Subscriber to PacifiCare for the first month of coverage for newborn or adopted children who become eligible as provided in the Combined Evidence of Coverage and Disclosure Form of this Agreement. 6 3.09 Continuation of Benefits and Conversion Coverage. 3.09.01Notice Regarding Continuation Coverage. Upon the occurrence of a qualifying event, as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (P.L. 99-272), as amended by the 1986 Tax Reform Act (P.L. 99-514) and the 1986 Omnibus Budget Reconciliation Act (P.L. 99-509) ("COBRA"), Group shall provide affected Members with written notice of available continuation coverage as required by and in accordance with COBRA and amendments thereto. Group shall be solely responsible for collecting Health Plan Premiums from Members who elect to continue benefits under COBRA and shall transmit such Health Plan Premiums to PacifiCare along with the Group's Health Plan Premiums otherwise due under this Agreement. Group shall maintain accurate records regarding Health Plan Premiums for Members who elect to continue benefits, including qualifying events, terminating events, and other information necessary to administer this continuation of benefits. Group may contract with a third party to perform the obligations set forth in this section. However, Group remains liable to PacifiCare for any failure of the third party to fulfill any such duties. 3.09.02Notice of Individual Conversion Rights. Within fifteen(15) days after a Member's coverage terminates, Group shall notify the Subscriber on behalf of the Subscriber and his or her Dependents or, ifno Subscriber is available, any terminated Dependent, of the availability, terms, and individual conversion rights as set forth in the Combined Evidence of Coverage and Disclosure Form. 3.09.03Conversion From Federal COBRA Plan: If a Member is covered under COBRA, the Group and PacifiCare must notify the Member of the option to enroll in all available conversion plans no later than 180 days prior to the expiration date of the Members coverage under COBRA. Notification must include, at a minimum, availability, terms, and individual conversion rights. 3.09.04USERRA (Uniformed Services Employment and Reemployment Rights Act). Continuation coverage under this Health Plan shall be available to Members through Group under the Uniform Services Employment and Reemployment Rights Act of 1994, as amended ("USERRA"). The continuation coverage under this section shall be equal to, and subject to the same limitations as,the benefits provided to other Members regularly enrolled in this Health Plan and shall be made available to eligible Members absent from employment with Group by reason of service in the United States uniformed services ("USERRA Continuation Members"). Such coverage, including, but not limited to, the maximum period of USERRA coverage, will be provided to USERRA Continuation Members pursuant to the requirements set forth in USERRA. For HMO Coverage Only: To obtain coverage, all care must be provided or arranged in the HMO Service Area by the designated Participating Medical Group, except for Emergency and Urgently Needed Services. Group shall provide written notice to each Member eligible for USERRA continuation coverage of the continuation coverage available to such Member under USERRA. 7 The Health Plan Premium for USERRA Continuation Members shall be equal to the Health Plan Premium for similarly situated regular Group Members plus any additional surcharge or administrative fee that can be charged to the USERRA Continuation Member as allowed by law. Group shall be solely responsible for collecting Health Plan Premiums from USERRA Continuation Members and shall transmit such Health Plan Premiums to PacifiCare along with the Group's Health Plan Premiums otherwise due under this Agreement. Group shall maintain accurate records regarding USERRA Continuation Member Health Plan Premium, qualifying events, terminating events and other information necessary to administer this continuation benefit. 4. BENEFITS AND CONDITIONS FOR COVERAGE The attached PacifiCare Combined Evidence of Coverage and Disclosure Form included at the end of this Agreement, is an integral part of this Agreement, and it includes a complete description of the Benefits and Conditions of Coverage of this Health Plan. 5. PARTIES AFFECTED BY THIS AGREEMENT; RELATIONSHIPS BETWEEN PARTIES 5.01 Relationship of Parties. Group is not the agent or representative of PacifiCare and shall not be liable for any acts or omissions of PacifiCare, its agents, employees or providers, or any other person or organization with which PacifiCare has made, or hereafter shall make, arrangements for the performance of services under this Health Plan. Member is not the agent or representative of PacifiCare and shall not be liable for any acts or omissions of PacifiCare, its agents or employees. 5.02 Compliance with the Health Insurance Portability and Accountability Act of 1996. PacifiCare agrees to furnish written certification of prior creditable coverage ("Certificates")to all eligible Members, as required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). PacifiCare and Group acknowledge that PacifiCare's agreement to issue Certificates to all eligible Members relieves Group of its obligation under HIPAA to furnish Certificates. Further, Group acknowledges that PacifiCare must rely completely on eligibility information and data(including,but not limited to,Member's name and current address) furnished by Group in issuing Certificates to Members. Group agrees to notify PacifiCare of all terminations within thirty(30) days of the termination, and to provide PacifiCare with eligibility information and data within thirty(30) days of its receipt or change. Group agrees to indemnify, defend and hold PacifiCare harmless and accept all legal, financial and regulatory responsibility for any liability arising out of PacifiCare's furnishing Certificates to eligible Members under HIPAA. 6. TERM OF AGREEMENT; RENEWAL PROVISIONS Term; Automatic Renewal. The term of this Agreement shall be one (1) year, commencing on the Group Coverage Effective Date set out in the Cover Sheet, unless otherwise indicated on the Cover Sheet or unless this Agreement is terminated as provided herein. This Agreement shall automatically renew for a one (1) year term on each anniversary of the date of commencement of this Agreement or as indicated on the Cover Sheet, unless terminated as provided herein. Renewal of this Agreement shall be subject to modification of rates and benefits pursuant to Section 3.07 and subject to Group underwriting and eligibility criteria as set forth by PacifiCare, 8 7. TERMINATION 7.01 Termination by Group. Group may terminate this Agreement by giving a minimum of thirty(30) days written notice of termination to PacifiCare. Group termination must always be effective on the first day of the month. Group shall continue to be liable for Health Plan Premiums for all Members enrolled in this Health Plan through Group until the date of termination and as required under section 3.02 of this Agreement. 7.02 Termination by PacifiCare. 7.02.01For Nonpayment of Health Plan Premiums. PacifiCare may terminate this Agreement on the last day of the month for which premiums were paid if the Group or its designee fails to remit Health Plan Premiums in full by the required date. Nonpayment of Health Plan Premiums includes payments returned due to non-sufficient funds (NSF) and post-dated checks. In the event premiums are not received, PacifiCare will send the Group a notice of premiums due. Such notice shall specify that payment of all unpaid Health Plan Premiums must be received by PacifiCare within fifteen(15) days of the date of issuance of the notice, and that if payment of all unpaid Health Plan Premiums is received within the fifteen(15) days of the date specified in the notice, coverage will continue uninterrupted. If premiums are not received within that time period, all coverage will be terminated. PacifiCare will give written notice of final termination of the Agreement via First Class Mail to the Group. In the event PacifiCare has provided notice of non-payment of premium to Group on a prior occasion, and Group again fails to remit payment by the required due date, PacifiCare, at its discretion,reserves the right to immediately terminate Group for non-payment of premium. Termination will be retroactive to the last day of the month for which PacifiCare received full payment of premiums. Notwithstanding the forgoing, Members who receive services beyond their termination date or that of the Group, including but not limited to, cases of retro-termination, confinement or other instances as required under the law, such coverage will continue only to the extent as required under the law, and premiums must be remitted in full by the Group for any month in which services were provided for said Members. 7.02.02Partial Payment of Premium. If Group submits partial month's premium for the final coverage month, PacifiCare shall have the sole discretion to terminate Group coverage at the end of the previous month as outlined above under section 7.02.01,and refund the partial payment or terminate Group coverage at the end of the final month and pursue collection of the outstanding premium. Negotiation of said partial payment shall not be construed as full payment, nor shall it provide any of the benefits under this Agreement. 7.02.03Nonliability After Termination. Except as required by law, upon termination of this Agreement for any reason,PacifiCare shall have no further liability to provide benefits to any Member, including,without limitation, those Members hospitalized or undergoing treatment for an ongoing condition. Member's rights to receive benefits hereunder shall cease upon the effective date of termination. If a Member is receiving continuing care pursuant to this Agreement at the time Group is terminated,Member shall be responsible for the monthly payment of Health Plan Premiums at the Group rate. 9 Any person receiving benefits or services for which he or she is not entitled will be responsible for all billed charges. PacifiCare and its contracted providers will not be responsible for any portion of the charges incurred during any period for which the Group has not paid premiums. PacifiCare has the right to pend any claims and non-urgent medical authorizations during any period for which premiums have not been received. Pended claims will be subsequently denied if premiums are not paid within the time frames set forth above, except as required by law, and in instances in which premium payment is due as described above in section 7.02.01. Any extension of the time frame in which payment must be made will not be deemed a waiver of PacifiCare's rights under this provision. If PacifiCare agrees to provide coverage during any time period in which the Group is provided to remit payments, the Group will be responsible for premiums during that period even if this Agreement subsequently terminates. Any such agreement to provide coverage must be in writing and signed by both PacifiCare and the Group or its designee. 7.02.04Reinstatement Following Non-Payment of Premium. Requests for Reinstatement of this Agreement must be received by PacifiCare within fifteen(15) days from the date set out on the final termination notice. The termination date will be shown on the Group termination notice sent out by PacifiCare. Group shall be liable for any unpaid Health Plan Premiums. Group shall also pay the current month's premiums. All future premium must be remitted to PacifiCare by the premium due date through an electronic payment. PacifiCare reserves the right to assess an administrative fee of five(5)percent of the monthly premium prorated on a thirty(30) day month for each day premium payment is delinquent thereafter. This fee will be assessed solely at PacifiCare's discretion. Any requests for Reinstatement beyond the period set forth above will not be granted and the Group must submit a new application and undergo underwriting as a new Group. 7.02.05Termination for Breach of Material Term. PacifiCare may terminate this Agreement if Group breaches any material term, covenant or condition of this Agreement and fails to cure such breach within thirty(30) days of receiving written notice of such breach from PacifiCare. For purposes of this section,material terms of this Agreement specifically include,but are not limited to, the Sections 3.01,Non-Discrimination and 8.03, Assignment. PacifiCare's written notice of breach shall make specific reference to Group's action causing such breach. If Group fails to cure its breach subject to PacifiCare's satisfaction within thirty(30) days of receiving notice of the breach from PacifiCare, PacifiCare may terminate this Agreement at the end of the thirty(30) day notice period. 7.02.06For Providing Misleading or Fraudulent Information. PacifiCare may terminate this Agreement upon thirty(30) days written notice to Group if Group provides materially misleading or fraudulent information to PacifiCare in any Group questionnaires or is aware that materially misleading or fraudulent information has been provided on membership enrollment forms. 10 7.02.07For Ceasing to Meet Group Eligibility Criteria. PacifiCare may terminate Group upon thirty(30) days written notice to Group if Group fails to meet any of the following Group eligibility requirements: a. Group fails to maintain active Group Participation percentage of seventy-five percent (75%); b. For Subscribers without Dependents, Group fails to maintain a Group Contribution equal to seventy-five percent (75%) of the Health Plan Premium; c. For Subscribers with Dependents, Group fails to maintain a Group Contribution at a minimum of 75% of the employee's cost, or 50% of the employee and dependent(s) combined premium; d. Group fails to abide by and enforce the conditions of Subscriber Enrollment set forth in this Agreement. 7.02.08For Changing the Nature of Group's Business. PacifiCare may terminate Group upon thirty(30) days written notice to Group if Group materially_alters the nature of its business. "Materially Alters," for the purposes of this section, means a significant change in the business conducted by Group after the commencement of this Agreement. 7.02.09For Loss of Group's Office Location within Geographic Area of Licensure. PacifiCare may terminate Group if Group no longer maintains an office location within the area in which PacifiCare is licensed as a health care service plan. PacifiCare shall provide Group with thirty(30) days written notice prior to such termination, if possible. Group must notify PacifiCare of changes of the Group's office location provided on the Group application within thirty(30) days of the change. 7.03 Return of Prepayment Premium Fees Following Termination. In the event of termination by either PacifiCare(except in the case of fraud or deception in the use of PacifiCare services or facilities, or knowingly permitting such fraud or deception by another) or Group, PacifiCare will, within thirty(30) days, return to Group the pro-rata portion of money paid to PacifiCare which corresponds to any unexpired period for which payment has been received, together with amounts due on claims, if any, less any amounts due to PacifiCare. 11 8. MISCELLANEOUS PROVISIONS 8.01 Governing Law. This Agreement is subject to the laws of the State in which this coverage is sold and to applicable Federal laws including the Employee Retirement Income Security Act of 1974, as amended, (codified at Chapter 18 of Title 29 of the United States Code) and the regulations promulgated thereunder by the United States Department of Labor(codified at Chapter)OV of Title 29 of the Code of Federal Regulations) and title II subtitle F section 261-264 of the Health Insurance Portability and Accountability Act 1996, Public law 104-191, or as amended. Any provisions required to be in this Agreement by any applicable laws and regulations shall bind PacifiCare, Group and Member whether or not expressly provided in this Agreement. Any provisions in this Agreement which, on its effective date, is in conflict with the applicable statutes of the jurisdiction in which is it is delivered, is hereby amended to conform with the minimum requirements of such statutes. 8.01.01Relationship Of Parties. Group is not the agent or representative of PacifiCare, and shall not be liable for any acts or omissions of PacifiCare, its agents, or employees, or Providers. Member is not the agent or representative of PacifiCare, and shall not be liable for any acts or omissions of PacifiCare, its agents, or employees. Providers, Primary Care Physicians and Contracting Medical Groups are independent contractors and are not the agents, employees or servants of PacifiCare. 8.01.02PacifiCare Non-Liability As A Health Care Provider. Member and Group agree that PacifiCare is not a Provider. PacifiCare is not responsible for the professional negligence of any Provider, Primary Care Physician or Contracting Medical Group. 8.01.03Access to Books and Records. PacifiCare and Group shall have the right to access the others books and records for audit of compliance with the terms and conditions of this Agreement. Any such access shall be in compliance with all state and federal laws governing the privacy and security of individual protected health information including HIPAA. Group's access to PacifiCare Member specific data will be limited to de- identified information unless Group uses a third-party auditor who signs a confidentiality statement prior to access and the auditor agrees that all Member specific data or information: a. provided by PacifiCare will be used for auditing purposes only; b. will not be provided to Group or any other party; c. will only be used in a manner and to the extent permitted under federal or state laws, including HIPAA. 12 8.01.04 Disclosure of Protected Health Information to Group. In compliance with the Health Insurance Portability and Accountability Act of 1996 ("Ii1PAA," found at Public Law 94-191) and certain regulations promulgated by the U.S. Department of Health and Human Services to implement certain provisions of HIPAA(the "HIPAA Privacy Regulations,"found at 45 CFR, Parts 160 through 164), PacifiCare shall disclose Summary Health Information(as defined at 45 CFR § 164.504) to Group if Group requests such Summary Health Information and only for the limited purpose of(i) obtaining premium bids from health plans for providing health insurance coverage to Group; or(ii)modifying, amending or terminating the Group's health plan coverage. PacifiCare shall not disclose Protected Health Information(as defined at 45 CFR § 164.504) to Group unless Group executes an addendum to this Agreement, acceptable to PacifiCare,regarding the disclosure and use of such Protected Health Information. Such addendum will, at a minimum, comply with the requirements set forth at 45 CFR § 164.504(0. 8.02 PacifiCare Names, Logos and Service Marks. PacifiCare reserves the right to control all use of its name,product names, symbols, logos, trademarks, and service marks currently existing or later established. Group shall not use PacifiCare's name, product names, symbols, logos, trademarks, or service marks without obtaining the prior written approval of PacifiCare. 8.03 Assignment. This Agreement and the rights, interests and benefits hereunder shall not be assigned, transferred,pledged, or hypothecated in any way by either party and shall not be subject to execution, attachment or similar process,nor shall the duties imposed herein be subcontracted or delegated without the approval of the other party. Notwithstanding the above, if PacifiCare assigns, sells or otherwise transfers substantially all of its assets and business to another corporation, firm or person,with or without recourse, this Agreement will continue in full force and effect as if such corporation, firm or person were a party to this Agreement,provided such corporation, firm or person continues to provide prepaid health services. Notwithstanding the foregoing, Group acknowledges and agrees that PacifiCare may delegate certain functions, including,but not limited to medical management, utilization review, credentialing and/or claims payment,to provider groups or other certified organizations which contract with PacifiCare and that PacifiCare may contract with its corporate affiliates to perform certain management and administrative services for PacifiCare. 8.04 Validity. The unenforceability or invalidity of any part of this Agreement shall not affect the enforceability and validity of the balance of this Agreement. 8.05 Confidentiality. PacifiCare agrees to maintain and preserve the confidentiality of any and all medical records of Member in accordance with all applicable State and federal laws, including HIPAA. However, Member authorizes the release of information and access to any and all of Member's medical records for purposes of utilization review, quality review,processing of any claim, financial audit, coordination of benefits, or for any other purpose reasonably related to the provision of benefits under this Agreement to PacifiCare, its agents and employees,Member's participating medical group, and appropriate governmental agencies. PacifiCare shall not release any information to Group which would directly or indirectly indicate to the Group that a Member is receiving or has received Covered Services, unless authorized to do so by the Member. 8.06 Amendments. This Agreement may be modified by PacifiCare as set forth in Section 3.07, above, or it maybe amended upon the mutual written consent of the parties. 13 8.07 Group Use of Administrative Manual. Group agrees to comply with and conform to policies and procedures in the Administrative Manual provided by PacifiCare. PacifiCare agrees to provide thirty(30) days notice to Group of any changes in the Administrative Manual. In the event of conflict between this Agreement and the Administrative Manual, the terms of this Agreement shall prevail. 8.08 Attachments. The Cover Sheet and Attachments to this Agreement, the Combined Evidence of Coverage and Disclosure Form, and all terms and conditions set forth therein, as they are from time-to-time amended by parties, are incorporated by reference herein and made an integral part of this Agreement. 8.09 Use of Gender. The use of masculine gender in this Agreement includes the feminine gender and the singular includes the plural. 8.10 Waiver of Default. The waiver by PacifiCare of any one or more defaults by Group or Member shall not be construed as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement. 8.11 Notices. Any notice required or permitted under this Agreement shall be in writing and either delivered personally or by regular, registered, or certified mail,U.S. Postal Service Express Mail, or overnight courier,postage prepaid, or at the addresses set forth below: If to PacifiCare: PacifiCare of Colorado P.O. Box 6770 Englewood, CO 80155 If to Group or Member: Group's or Member's last address known to PacifiCare. Any notice sent by registered or certified mail,return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark date. If sent by regular mail, the notice shall be deemed given forty-eight(48) hours after the notice is addressed and mailed with postage prepaid. Notices delivered by U.S. Postal Service Express mail or overnight courier that guarantees next day delivery shall be deemed given twenty-four(24) hours after delivery of the notice to the United State Postal Service or courier. If any notice is transmitted by facsimile transmission or similar means,the notice shall be deemed served or delivered upon telephone confirmation of receipt of the transmission,provided a copy is also delivered via delivery or mail. 8.12 Acceptance of Agreement. Group accepts the terms and conditions of this Agreement by making its initial payment to PacifiCare of Health Plan Premiums on or before the due date specified on the Cover Sheet or by executing this Agreement. If acceptance is made by payment of the first premium, Group must still execute a copy of the Agreement to keep coverage in force. Failure to execute this Agreement may result in termination of coverage. All Members accepts the terms, conditions and provisions of this Agreement upon completion and execution of the Enrollment form. Acceptance by any of these methods shall render all terms and provisions of this Agreement binding on PacifiCare, Group and Members. 14 8.13 Entire Agreement. This Agreement, including all exhibits, attachments, and amendments, contains the entire understanding of Group and PacifiCare with respect to the subject matter hereof and it incorporates all of the covenants, conditions,promises, and agreements exchanged by the parties hereto with respect to such matter. This Agreement supersedes any and all prior or contemporaneous negotiations, agreements, representations, or communications, whether written or oral,between Group and PacifiCare with respect to the subject matter of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document. 8.14 Contracting Provider Termination. PacifiCare will provide written notice to Group within a reasonable time if it receives notice that any contracting provider terminates or breaches its contract with PacifiCare, or is unable to perform such contract, if the termination,breach, or inability to perform may materially and adversely affect Group. 8.15 Headings—The headings of the various sections of this Agreement are inserted merely for the purpose of convenience and do not expressly, or by implication, limit or define or extend the specific terms of the section so designated. 8.16 No Third Party Beneficiaries -Except as otherwise expressly indicated in this Agreement, this Agreement shall not create any rights in any third parties who have not entered into this Agreement, nor shall this Agreement entitle any such third party to enforce any rights or obligations that may be possessed by such third party. 9. ARBITRATION 9.01 Member Appeals and Grievances. The attached PacifiCare Combined Evidence of Coverage and Disclosure Form includes complete description of the PacifiCare appeals and grievance procedures and dispute resolution processes for Members. 9.02 Disputes Between PacifiCare and Group. All disputes between Group and PacifiCare shall be resolved by binding arbitration before the Commercial Arbitration Rules of the American Arbitration Association unless both PacifiCare and the Group agree in writing to use another form of alternative dispute resolution(e.g.,mediation). The parties will seek to mutually agree on the appointment of an arbitrator; however, if an agreement cannot be reached within thirty(30) days following the date demanding arbitration, the parties will use the arbitrator appointment procedures in the Rules. Arbitration hearings will be held at the neutral administrator's offices in Denver, Colorado, or at another location agreed upon in writing by the parties. The results of the binding arbitration shall be final, with no further recourse in a court of law or otherwise will be available to either PacifiCare or the Group. The arbitrator(s) will prepare in writing an award that includes the legal and factual reasons for the decision. Judgement upon the award rendered by the arbitrator(s) shall be entered into any court having jurisdiction. PacifiCare and the Group shall equally share the costs of arbitration; however, each party shall be individually responsible for the expenses related to its attorney, experts and evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-4,will also apply to the arbitration. 9.03 Mandatory Arbitration. Group and PacifiCare agree and understand that any and all disputes, including claims of medical malpractice, shall be determined by submission to binding arbitration. Any such dispute will not be resolved by a lawsuit or resort to court process, except as Colorado law provides for judicial review of arbitration proceedings. Each party to this agreement is giving up the constitutional right to have any such dispute decided in a court of law before a jury, and instead is accepting the use of binding arbitration. 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in C , Colorado, on -a u l 1 Zi--- 20O3 GROUP: Weld County Government PACIFICARE OF COLORADO BY: _CNQ BY: 4 NAME: NAME: Brian Crary TITLE: Z e _ 55 ufl*Zs TITLE President of PacifiCare of Colorado DATE: 7/2-0-9// /] DATE: June 12, 2003 ATTEST: �/�d(.�.[tir De y z e Board 1861 r el eke ' --- II 16 Hello