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HomeMy WebLinkAboutRESPONSE - RFP - 7649 DENTAL ADMINISTRATOR (28)1 Table of Contents ARTICLE I. DEFINITIONS ................................................................................... ……………..1 ARTICLE II. SERVICE FEE AND MONTHLY CLAIMS REIMBURSEMENT ...................... 5 ARTICLE III. ELIGIBILITY ........................................................................................................ 6 ARTICLE IV. COORDINATION OF BENEFITS ....................................................................... 9 ARTICLE V. CONDITIONS UNDER WHICH BENEFITS WILL BE PROVIDED ................. 9 ARTICLE VI. GENERAL TERMS AND CONDITIONS ......................................................... 11 ARTICLE VII. RENEWAL AND TERMINATION ................................................................... 15 ARTICLE VIII. CONTINUATION COVERAGE....................................................................... 17 The terms below apply to this Contract: 1.01 ALTERNATE BENEFIT means the amount allowed based on the least costly, commonly accepted Service used to treat a dental problem when a Covered Person selects more costly treatment options. 1.02 APPLICANT means the Group or Employer wishing to provide dental benefits. 1.03 BENEFITS means the Services described in this Contract in the Benefits Rider, BENEFITS, LIMITATIONS and EXCLUSIONS. 1.04 COINSURANCE means the percent of a Covered Amount which Delta Dental will pay. The Coinsurance for each type of Covered Service appears in the Declaration Page. The Coinsurance that applies to a Subscriber may vary by type of dental Service. 1.05 COMPLETED means:  For Root Canal Therapy, the date the canals are permanently filled.  For Fixed Bridges (fixed partial dentures), Crowns, Inlays, Onlays, and other laboratory prepared restorations: The date the restoration is cemented in place.  For Dentures and Partial Dentures (removable partial dentures): The date that the final appliance is first inserted in the mouth.  For all other Services: The date the procedure is Started. For benefit payment purposes, the date a Covered Service is incurred is the date Completed. For benefit payment purposes, the date Completed will be considered as the date when a Covered Service is incurred. 1.06 The CONTRACT ANNIVERSARY DATE or ANNIVERSARY DATE is noted on the declaration page of this Contract. The anniversary date is the first day of each Contract Year following the initial Contract Year. 1.07 CONTRACT means the agreement between Delta Dental and the Applicant. It includes attached appendices, exhibits and riders, if any. This Contract is the whole agreement between the parties. 1.08 CONTRACT TERM means the time from the Effective Date of the Contract until it is terminated. Proprietary and Confidential 2 1.09 CONTRACT YEAR is the 365 days beginning on the Effective Date of this Contract, and each year after unless the contract is terminated. The contract year is 366 days in a leap year. 1.10 COVERED AMOUNT means  For PPO Dentists, the lesser of the PPO Dentist’s Allowable fee or the fee actually charged.  For Premier Participating Dentists, the lesser of the Premier Maximum Plan Allowance or the fee actually charged.  For all other Dentists, the lesser of the non-participating Maximum Plan Allowance or the fee actually charged. 1.11 COVERED PERSON means:  an enrolled Employee or Dependent for whom the monthly Premium is paid.  a person who elects continued coverage and for whom the monthly Premium is paid. 1.12 COVERED SERVICES means the Services described in this Contract or attachments, subject to the limitations and exclusions noted. 1.13 DEDUCTIBLE means the amount the Subscriber must pay before Delta Dental pays. The Deductible is shown on the Declaration Page. If there is a limit to the deductible that a family must pay, that will be shown on the Declaration Page. 1.14 DELTA DENTAL PPO is a preferred provider plan. PPO Dentists provide services at the PPO Discounted Fee Schedule. 1.15 DENTIST means a person licensed in dentistry. 1.16 DEPENDENT means  The Employee’s lawful spouse, including common law spouse;.  A Dependent child under the Dependent Age Limit shown on the Declaration Page.  A Dependent child who reaches the Dependent Age Limit shown on the Declaration Page and who is not capable of self-support because of physical or mental disabilities. The disabilities must have been present when the child reached the Dependent Age Limit. The child must be dependent on the Employee. Delta Dental may request proof of disability and dependency each year. Failure to submit such proof will terminate coverage. Eligible children are natural children, stepchildren, those under court-ordered guardianship, adopted children and foster children. No one may be covered as a Dependent and as an Employee under this Contract. If both parents are covered as Employees, children may be covered as Dependents of one parent only. Persons in active military service are not eligible Dependents. 1.17 EFFECTIVE DATE is the date coverage begins. Proprietary and Confidential 3 1.18 ELIGIBLE CLASS is a group of Employees who are allowed to enroll under the Contract. A list of Eligible Classes is on the Declaration Page. 1.19 ELIGIBILITY WAITING PERIOD means the time that a person must be employed before they may enroll. The Eligibility Waiting Period is chosen by the Applicant and may differ by Eligible Classes. The Eligibility Waiting Period, if any, is noted on the Declaration Page and in Article III. 1.20 EMPLOYEE means someone who works at least the number of hours defined by the Employer. 1.21 EXPERIMENTAL OR INVESTIGATIONAL PROCEDURES are those services not generally accepted in the dental community as being safe and effective, as defined by Delta Dental. 1.22 GROUP means the Applicant or Employer contracting for dental benefits. 1.23 LATE ENROLLMENT means to enroll after first becoming eligible. A Late Enrollee must be enrolled for 12 months before Covered Services beyond those noted on the Declaration Page are covered. The exceptions to this rule are: a) an Employee or Dependent who loses coverage through another group plan. (Loss of coverage is defined as loss due to death, divorce, loss of job, or termination of benefits by the employer.) Such Employee or Dependent will be allowed to enroll within 31 days of the loss of coverage with proof of loss. The person will not be a Late Enrollee. b) a Dependent child under age four may be added on any Contract Anniversary Date. The child will not be a Late Enrollee. If the Applicant chooses Late Enrollment, the option will be noted on the Declaration Page. 1.24 MAXIMUM PLAN ALLOWANCE means the most that will be allowed for a procedure. Delta Dental reviews the limits twice a year. We may increase or decrease fees for any procedure. 1.25 NECESSARY means a Service that Delta Dental decides, using accepted standards of dental care, is needed and fitting for treatment of the Subscriber’s dental condition. 1.26 NON-PARTICIPATING DENTIST means a Dentist who does not contract with Delta Dental. 1.27 OPEN ENROLLMENT means a period prior to the Anniversary Date when eligible Employees and their Dependents may enroll. They may also change from one plan to another if the Contract permits them to do so. Coverage is effective on the Applicant’s Anniversary Date. If the Applicant chooses an Open Enrollment period, the option will be noted on the Declaration Page. 1.28 PARTICIPATING DENTIST means a Dentist who contracts with Delta Dental. Premier Participating Dentist means a Dentist who has a Premier Participating Dentist Agreement with Delta Dental. Proprietary and Confidential 4 PPO Participating Dentist means a Dentist who has a PPO Dentist Agreement with Delta Dental. 1.29 SERVICE FEE means the amount of money paid to Delta Dental for each Subscriber to purchase the Administrative Services provided by this Contract, as provided in Article II. CLAIMS REIMBURSEMENT means the amount of money the Group must pay Delta Dental for the total amount of Dentists' statements paid or otherwise discharged by Delta Dental for services rendered for all Subscribers. 1.30 PPO DENTIST”S ALLOWABLE FEE means the lesser of the fee from the PPO Discounted Fee Schedule that the PPO Dentist has agreed to or the fee actually charged for a single procedure. 1.31 PREMIUM means the amount of money paid for each Subscriber to buy the Benefits provided in this Contract. 1.32 PRE-TREATMENT ESTIMATE is review of a Dentist’s plan of care to decide what is covered under this Contract. 1.33 SERVICE means a procedure or supply provided by a Dentist 1.34 STARTED means  For Full Dentures or Partial Dentures (removable partial dentures): The date the final impression is taken.  For Fixed Bridges (fixed partial dentures), Crowns, Inlays, Onlays and other laboratory prepared restorations: The date the teeth are first prepared (i.e., drilled down) to receive the restoration.  For Root Canal Therapy: The date the pulp chamber is first opened.  For Periodontal Surgery: The date the surgery is performed.  For All Other Services: The date the Service is performed. 1.35 SUBSCRIBER means:  an enrolled Employee or Dependent for whom the monthly Premium is paid.  a person who elects continued coverage and for whom the monthly Premium is paid. 1.36 TIED-TO-MEDICAL means dental benefits linked to the medical plan that the Applicant offers. Only those who enroll in a medical plan may be Subscribers under a dental plan that is tied-to-medical. If the Applicant chooses Tied-To-Medical, the option will be noted on the Declaration Page. In no event shall the eligibility waiting period exceed 90 days. 1.37 WAITING PERIOD means the time from a Subscriber’s Effective Date until certain Services are covered. If a Service is Completed before the Waiting Period for that Service ends, that Service is not covered. If a Person’s coverage ends and the Person becomes covered again, the Effective Date is the most recent Effective Date unless stated otherwise in the Contract. If Waiting Periods apply, they are noted on the Declaration Page. Proprietary and Confidential 5 ARTICLE II – SERVICE FEE AND MONTHLY CLAIMS REIMBURSEMENT 2.01 CLAIMS REIMBURSEMENT Claims Reimbursement - On the 2 nd , 12 th and 22 nd day or the last business day closest to such date of each month, Delta Dental will notify the Group of the total amount of Dentists' statements paid or otherwise discharged by Delta Dental for services rendered. Delta Dental, at its discretion, may require an initial claim reserve amount equal to 10 calendar days of the projected average monthly claims expenses, which will be adjusted on an annual basis upon renewal. Claims reserves are held until termination and final reconciliation, at which time any unallocated portions will be refunded. Using one of the options described below, a prompt transfer of funds is made to Delta Dental to cover such disbursements as they become due and payable upon receipt of said notification. a) Automated Clearing House Transfer (ACH Transfer) Once the Group is notified of the total claims paid, Delta Dental has authorization from the Group to initiate an electronic transfer of funds from the Group's account to cover the total claims paid by Delta Dental. The ACH Transfer will occur 2 business days following the Group's receipt of the total claims paid by Delta Dental. b) Wire Transfer Once the Group is notified of the total claims paid, the Group initiates the electronic transfer of funds from their account to cover the total claims paid by Delta Dental. The electronic fund transfer must be completed within 5 business days of the Group receiving the invoice. 2.02 MONTHLY SERVICE FEE The Monthly Service Fee for each Subscriber is as noted on the Declaration Page. The Group agrees to remit to Delta Dental during the Contract Term a monthly Service Fee for each subscriber. This is due and payable on the 15th day of each month for the previous month’s Service fee. 2.03 SERVICE FEE AND CLAIMS REIMBURSEMENT AT TERMINATION. In the event this Contract terminates for any reason, the Applicant will be liable for all Service Fees due but unpaid, as well as Claims Reimbursement. 2.04 CHANGE OF SERVICE FEE. In the absence of an amendment mutually agreed upon between Applicant and Delta, no change in the Service Fee will be made during a Contract Year. 2.05 CLERICAL ERRORS. Clerical errors or delays in maintaining or exchanging data relative to coverage will not validate or invalidate coverage that would otherwise be in force. Upon discovery of such errors or delays, an adjustment of charges will be made. 2.06 GRACE PERIOD.  Service Fee. The Contract has a Grace Period of 15 days after the due date of the Service Fee bill. Proprietary and Confidential 6  Claims Reimbursement. The Contract has a Grace Period extending to the following bill of claims reimbursement. When Delta Dental has notified the Group of the total claims paid on the 2 nd , the grace period is until the 12 th day of the month; when Delta Dental has notified the Group of the total claims paid on the 12 th , the grace period is until the 22 nd day of the month; and when Delta Dental has notified the Group of the total claims paid on the 22 nd calendar day, the grace period is until the 2 nd of the following month. The coverage remains in force during this Grace Period unless terminated by the Group. If either the Service Fee or Claims Reimbursement are not paid by the end of the Grace Period, the Contract will be placed on a hold status, where no claims will be paid and no eligibility will be guaranteed. If the Group does not pay after this Grace period, they may be terminated as of the last date of the earliest Grace Period at the discretion of Delta Dental. Service Fees and Claim Reimbursement are due through the last day of the Grace Period, including the Grace Period. 2.07 TIMELY NOTICE. Delta Dental must be informed when any Subscriber is no longer eligible. Failure to provide timely notice does not continue a Subscriber’s coverage past the time it would otherwise have ended. ARTICLE III. ELIGIBILITY 3.01 ELIGIBILITY. An Employee in an Eligible Class may enroll 31 days after the Eligibility Waiting Period. They may also enroll during an Open Enrollment period if offered by the Employer. a) BECOMING COVERED. Delta Dental must receive enrollment data for each Subscriber in a format acceptable to Delta Dental. The enrollment data must be received within 31 days of an Employee or Dependent’s enrollment. The enrollment data must include the Subscriber’s address, gender, social security number, date of birth and effective date. If the Subscriber chooses to enroll Dependents, each Dependent’s name (including surname if different from Employee’s), relationship to the Subscriber, address, gender, social security number and date of birth must be submitted.  Coverage is effective after the eligibility waiting period shown on the Declaration Page.  An Employee not enrolled in the plan may not enroll Dependents. b) LATE ENROLLMENT  Late Enrollment. A Subscriber who does not enroll within the period described in Article III Section 3.01a will be considered a Late Enrollee.  Open Enrollment. A Subscriber who fails to enroll within the period described in Article III, Section 3.01a may enroll at the next Open Enrollment.  Tied-to-Medical. Eligibility for the dental plan will be the same as that required by the medical plan. In no event shall the eligibility waiting period exceed 90 days. Proprietary and Confidential 7 c) MAINTAINING COVERAGE. The Group will give Delta Dental a list of any plan additions, changes, or terminations on or before the first day of each month. Delta Dental is not required to provide Benefits for an Employee or Dependent not on the list and for whom the monthly Service Fee is not paid. 3.02 EMPLOYEE ELIGIBILITY. Employees may enroll within 31 days of the date they first become eligible. a) Depending on the Enrollment Type of the group, Eligible Employees who do not enroll as described above may enroll  For Open Enrollment Groups, only during Open Enrollment. Eligible Employees who enroll and later drop the plan may enroll only during Open Enrollment.  For Late Enrollment Groups, they may be able to enroll as a Late Enrollee. b) Eligible Employees who lose coverage through another source may enroll with proof of loss. (Loss of coverage is defined as loss due to death, divorce, job loss, or termination of benefits by the employer.) They must enroll within 31 days of the loss of coverage. 3.03 DEPENDENT ELIGIBILITY. Dependents of an eligible Employee may enroll within 31 days of the following:  The date the Employee becomes eligible to enroll. The effective date is that of the employee.  New Dependents must be enrolled within 31 days and will be covered the first of the following month. Newborns and adopted children will be covered on the date of birth or date of placement for adoption.  The date the Contract is amended to provide Dependent coverage. The Plan becomes effective on the first day of the month following this change. a) If the group’s Enrollment Type is Tied-to-Medical and Dependent enrollment is desired, the Dependents must be the same as those on the medical plan. b) New Dependents must be added within 31 days. If not added during this time:  If the group’s Enrollment Type is Open Enrollment, the Dependent can be added during the Open Enrollment period.  If the group’s Enrollment Type is Late Enrollment, a Dependent can be added as a Late Enrollee. c) Depending on the Enrollment Type of the group, Eligible Dependents who do not enroll as described above may enroll  For Open Enrollment Groups, only during Open Enrollment. Dependents who enroll and later drop the plan may enroll only during Open Enrollment.  For Late Enrollment Groups, they may be able to enroll as a Late Enrollee. d) Eligible Dependents who lose coverage through another source may enroll with proof of loss. (Loss of coverage is defined as loss due to death, divorce, loss of job, or termination of benefits by the employer.) They must enroll within 31 days of the loss. 3.04 TERMINATION OF COVERAGE. A Subscriber’s plan will terminate at the earliest of:  The date Delta Dental receives a written request to cancel;  The date the Subscriber is not eligible for coverage; Proprietary and Confidential 8  The date the Contract terminates;  The end of the period for which Premium is paid;  The date the Subscriber enters full-time military service of any country; or  As to any Dependent, the date the person no longer qualifies as a Dependent. Delta Dental must be notified within 60 days if a Dependent or Subscriber is no longer eligible. Family and Medical Leave ACT (FMLA) - If coverage ends during an Employer approved FMLA leave, coverage may be reinstated upon return to work within the terms of the FMLA leave. Pre-existing conditions, limitations and other waiting periods will not be imposed unless they were in effect for the Employee and/or his or her Dependents when coverage terminated. 3.05 INVOLUNTARY LOSS OF COVERAGE DUE TO STRIKE, LEAVE OF ABSENCE OR LAYOFF. If an Employee loses coverage due to strike, lay-off or leave of absence, and returns to work within 6 months, he may re-enroll on the first day of the month after his return to work. If the absence exceeds 6 months, he will be treated as a new Employee. Contract provisions relating to the Deductible, Coinsurance, Contract Year Maximum, and Waiting Periods, if any, will apply as to new coverage. The following exception applies: Delta Dental of Colorado complies with the Uniformed Services Employment and Reemployment Rights Act (USERRA). Employees called to active duty may enroll as if there had been no leave of absence if they are still in an Eligible Class of Employee when they return to work. USERRA allows Employees to elect continuation of coverage when coverage would terminate due to an absence to serve in the uniformed services. Services received by a person who is not eligible due to leave of absence are not covered unless the person elects continued coverage as provided in Article VIII or according to USERRA where applicable. 3.06 INVOLUNTARY LOSS OF “OTHER COVERAGE”. A person who loses dental coverage from another source will be allowed to enroll with proof of the loss. (Loss of coverage is defined as loss due to death, divorce, loss of job, or termination of benefits by the employer.) The person must enroll within 31 days of the loss. Coverage will begin the first day of the month following enrollment. 3.07 VOLUNTARY TERMINATION OF COVERAGE. In groups with Open Enrollment, a Subscriber who cancels his plan may only re-enroll at the next Open Enrollment. In groups not offering Open Enrollment, a Subscriber who cancels his plan and wants to re- enroll will be a Late Enrollee. The requirements of Late Enrollment will apply. 3.08 REVIEW OF RECORDS. Applicant will permit Delta Dental, with advance written notice, to inspect records of Applicant in order to confirm the lists of Subscribers prepared by Applicant. Delta Dental may verify Applicant's compliance with Article II. Delta Dental may use auditors or other agents for this purpose. Proprietary and Confidential 9 ARTICLE IV. COORDINATION OF BENEFITS 4.01 DEFINITIONS. Coordination of Benefits means taking into account other Plans when paying Benefits. Plan means a Plan that provides benefits or Services for dental care on a group or individual basis. This includes group and blanket insurance, self-insured and prepaid plans, automobile fault or no-fault insurance and government plans (except Medicaid). Primary Coverage means Coverage that must pay first. The Primary Plan must pay up to its full liability. Secondary Coverage means Coverage that pays a claim after the Primary Plan pays. 4.02 WHEN COORDINATION OF BENEFITS APPLIES. Coordination of Benefits applies when a Subscriber is covered under more than one Plan. The Benefits of this Plan will be coordinated with the other Plan(s). 4.03 RULES FOR COORDINATION OF BENEFITS The rules for the order of payment are shown below.  The Plan covering a Subscriber as an Employee is primary to a policy on which the Covered Person is a Dependent.  For Dependent children, primacy will be determined as follows. o The Plan of the parent whose birthday occurs earlier in a year will be primary. o If the parents are separated or divorced, the Plan of the parent who is ordered by court decree to pay for dental expenses will be primary. o The Plan of the parent with custody is Primary. If the custodial parent has remarried, the step-parent's Plan is Secondary and the Plan of the parent without custody pays third. o If the above rules do not establish an order of benefit payment, the Plan that has covered the Person the longest will be Primary. If that Plan covers a person who has been laid off or is retired, it will be Secondary to any other Plan.  A group Plan that does not have a Coordination of Benefits clause is primary. If this Plan is Primary, we will pay claims without regard to benefits provided by any other Plan. If this Plan is Secondary, we will pay claims so that together with the other Plan payment will not exceed 100% of the allowable expense or this Plan's maximum benefit. ARTICLE V. CONDITIONS UNDER WHICH BENEFITS WILL BE PROVIDED 5.01 PAYMENT OF CLAIMS. Covered services will not include, and payment will not be made for claims for dental Services not listed in this Contract and any Appendix, Amendment, or Rider. Claims submitted to Delta Dental must use terms of the American Proprietary and Confidential 10 Dental Association Current Dental Terminology (Code on Dental Procedures and Nomenclature). 5.02 APPEAL OF AN ADVERSE DETERMINATION OF A CLAIM. A. Internal Appeal Process - First Level Appeals A Subscriber may appeal an adverse claim decision within 180 days of the date of the original Explanation of Benefits by writing to: Delta Dental of Colorado Appeals Analyst PO BOX 172528 Denver, CO 80217-2528 A Subscriber may submit additional information in support of the appeal. Appeals are reviewed by an impartial Dentist of the same or similar specialty as would typically manage the case being reviewed. The reviewing dentist will not have been involved in the initial decision. The decision will be sent to the Subscriber with the rationale for the decision. The decision will be made within 15 calendar days for pre-service denials. Post-service decisions will be made within 30 calendar days. B. Internal Appeal Process - Expedited Appeals Subscribers may request an expedited appeal when the time for a standard review would seriously jeopardize the life or health of the Subscriber, would jeopardize the Subscriber’s ability to regain maximum function, or, for persons with a disability, create an imminent and substantial limitation on their existing ability to live independently. Expedited review decisions will be issued within 72 hours. ERISA Rights If health benefits are provided through an Employee Retirement and Income Security Act (ERISA) covered plan, a Subscriber may have the right to bring civil action under Section 502(a) of ERISA. The Subscriber must first exhaust required internal reviews. 5.03 CLAIMS FROM NON-PARTICIPATING DENTISTS. Payment for Completed Covered Services from a Non-Participating Dentist will be based on the non-participating Maximum Plan Allowance. The Subscriber will be responsible for the full cost of Service and any reimbursement will be paid to the Subscriber. 5.04 CLAIMS FROM PARTICIPATING DENTISTS. Payment for Completed Covered Services provided by a Participating Dentist will be made directly to the Dentist. The patient does not have to pay any amount above what Delta Dental allows. If the Participating Dentist charges more for a Service than Delta Dental allows, that amount is not chargeable to the patient. Proprietary and Confidential 11 5.05 TIME FRAME FOR SUBMISSION OF CLAIM. Delta Dental may not pay claims submitted more than 12 months after the date the Service is Completed. If a Participating Dentist failed to submit a claim within this time, the Subscriber will not be liable for the amount that Delta Dental would have paid. 5.06 AVAILABILITY OF DENTIST. A Subscriber may elect the Service of any licensed Dentist, but neither Delta Dental nor Applicant guarantees the availability of any Dentist. 5.07 RIGHT TO INFORMATION AND RECORDS. Delta Dental may receive records related to the treatment of a Subscriber from any Dentist. Delta Dental may require a Subscriber to be examined by a dental consultant retained by Delta Dental. Delta Dental will maintain records in a confidential manner in accordance with federal and state law. 5.08 EXTENDED COVERAGE. Delta Dental benefits will end if this Contract is terminated or if a person’s coverage is cancelled. Delta Dental will cover no further Services except as described below. If a Covered Service Started before coverage ends, but the Covered Service is Completed after it ends, Delta Dental will pay Benefits for the Covered Service as follows:  Benefits will be paid in the amount that would have been paid and subject to the same terms as would have applied if the Person’s coverage were still in effect.  Benefits will be paid only if the Covered Service is Completed within 60 days after the date the Person’s coverage ended. No benefit will be paid if the Covered Service is Started after coverage ends. 5.09 PRE-TREATMENT ESTIMATE. Before starting treatment that may cost $400 or more, Subscribers may request an estimate from Delta Dental of what is covered. Pre- treatment estimates are not required and are provided as a service to the Covered Person and Dentist. 5.10 SUBROGATION. Delta Dental may pursue on its own or with a Covered Person a claim against a third party. If Delta Dental pays a claim for injuries to a Covered Person and the Covered Person settles with a third party for an amount that includes such costs, the Covered Person must refund Delta Dental the amount equal to the benefit payment made to, or on behalf of, the Covered Person. ARTICLE VI. GENERAL TERMS AND CONDITIONS 6.01 NOTICES. Any notice under this Contract will be valid if given by either the Applicant or Delta Dental to the other. In the case of the Applicant, notice may be given to a designated agent. The notice will be effective upon the date of mailing. 6.02 NOTICES TO SUBSCRIBERS. Notice to a Subscriber will be in writing and sent by regular US mail to the current address in Delta Dental’s records. If agreed to by Delta Dental and the Subscriber, notices may be sent via email. Proprietary and Confidential 12 6.03 LEGAL ACTION. No action at law or in equity may be filed in order to recover on this Contract prior to the expiration of 60 days after final notice of claim has been filed in accordance with the requirements of this Contract. 6.04 REPRESENTATIONS. All statements made by the Group or by an individual will be deemed representations and not warranties. 6.05 ENTIRE CONTRACT; AMENDMENTS. This Contract is the complete agreement between Delta Dental and the Group. This Contract may not be orally amended or changed. This Contract may at any time be amended and changed by written agreement between Delta Dental and the Group. Any such amendment will be binding on all Subscribers regardless of the date their coverage became effective or the date treatment was Started. 6.06 CONTRACT CHANGES. No agent or employee of Delta Dental may change the Contract or waive any of its provisions. No change in the Contract will be valid unless approved in writing by an authorized Delta Dental employee. 6.07 GROUP’S ACCESS TO RECORDS. Delta Dental agrees that Group or its designated representative may access all files and records pertinent to the Group in accordance with federal and state laws. The group must give written advance notice. 6.08 SETTLEMENT OF DISPUTES. Any dispute between Delta Dental, a Participating Dentist, and Subscriber, or any combination of these, must be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Except for ERISA covered claims, disputes include adverse claim decisions not settled by the appeals process. Judgment on the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction. Arbitration may be initiated by any party to a dispute by giving notice to each party, by filing two copies of such notice with the American Arbitration Association and by complying with other applicable provisions of the Association's rule. 6.09 PARTICIPATING DENTIST. Delta Dental will make reasonable efforts to provide Applicant a list of Participating Dentists. The list may be provided in different formats. The Dentists may change from time to time, and Delta Dental reserves the right to change the list without prior notice to the Applicant. Neither Delta Dental nor Applicant is liable for any act or omission by Dentists or their agents or employees who provide or contract to provide dental Services under this Contract. Dentists who participate with Delta Dental are independent contractors. They are neither agents nor employees of Delta Dental. Nor is Delta Dental an agent or employee of any Participating Dentist. Delta Dental will not be responsible for any claim or demand for damages arising out of any injuries suffered by a Subscriber while receiving care from any Participating provider or in any Participating provider’s facilities. 6.10 EMPLOYEE BENEFIT BOOKLET. Delta Dental will give an Employee Benefit Booklet to the Group. The Group will make the booklet available to each Subscriber. If an amendment to this Contract will materially affect the Benefits in the booklet, we will give a revised Employee Benefit Booklet or inserts showing the change to the Group. Proprietary and Confidential 13 6.11 PHYSICAL EXAMINATION. Delta Dental, at its own expense, may examine an individual for whom a claim or request for pre-estimation of Benefits is pending under this Contract. 6.12 GENDER. The use of the singular will include the plural and the plural the singular. Use of any gender will include all genders. 6.13 NON-DISCRIMINATION. Delta Dental does not use health factors to determine benefits or premium rates. Health factors include health status, medical condition (including both physical and mental illnesses), claims experience, receipt of health care, medical history, genetic information, evidence of insurability and disability. Delta Dental will comply with all legal requirements in providing services under this Contract. 6.14 HIPAA PRIVACY & SECURITY. Delta Dental complies with the Health Insurance Portability and Accountability Act (HIPAA) Privacy and Security regulations. 6.15 PERSONAL INFORMATION PRIVACY "Personal Information" means any information about an identifiable individual, other than that person's business title or business contact information, when collected, used or disclosed for the purposes of enabling the individual to be contacted in relation to the individual’s business responsibilities. Delta Dental covenants and agrees: (a) to only collect, use or disclose Personal Information for purposes that a reasonable person would consider are appropriate in the circumstances and to conduct its activities with respect to Personal Information in accordance with law; (b) where Personal Information is disclosed by the Group to Delta Dental: (i) to use and disclose such Personal Information only for those purposes authorized in writing by the Group; (ii) to, at the request and option of the Group, return or cause to be returned, or destroy or cause to be destroyed, such Personal Information; (iii) to promptly advise the Group of any request by an individual to access, correct or otherwise challenge the accuracy of such Personal Information, or any other communication received by Delta Dental in respect of such Personal Information, including, without limitation, any withdrawal or variation of consent by an individual, and to work, in a timely manner, with the Group to respond to such requests (which response shall be first approved by the Group), including without limitation, by providing access to, correcting, and ceasing to collect, use, or disclose, such Personal Information as requested by such individual; (iv) to use all reasonable efforts to protect and safeguard such Personal Information including, without limitation, to protect such Personal Proprietary and Confidential 14 Information from loss or theft, or unauthorized access, disclosure, copying, use, modification, disposal or destruction and to promptly notify the Group of any such known or suspected loss, theft or unauthorized activity, and use all reasonable efforts to prevent any further loss, theft or unauthorized activity; (v) to only collect, use, disclose, process or store such Personal Information in Canada or the United States of America, or such other jurisdictions as the Group may consent to in writing; and to only disclose such Personal Information to a third party where such third party, has first agreed to be bound by covenants substantially similar to the provisions of this section and with the prior written consent of the Group; (c) where Personal Information is disclosed by Delta Dental to the Group: (i) to only provide Personal Information to the Group where Delta Dental has the legal right to do so, having complied with all applicable law; and (ii) where Consultant has unlawfully or wrongfully collected such information and/or disclosed such information to the Group, or otherwise breached its obligations under this section, Consultant agrees to defend, indemnify and save the Group harmless in respect of any costs, expenses (including legal fees on a solicitor- client basis), charges, losses, liabilities, claims or demands brought against The Group as result of, or in any way related to, any such Personal Information, including the Group's collection, use or disclosure thereof; (d) to immediately: (i) inform the Group where Delta Dental is unable or unwilling to comply with any of the foregoing provisions and at the request and option of the Group return or cause to be returned, or destroy or cause to be destroyed, all of such Personal Information; and (ii) suspend all use or disclosure of the Personal Information disclosed by the Group to Delta Dental until such time as Delta Dental is able and willing to comply with the forgoing provisions; and (e) to ensure and be responsible for the compliance of its employees, officers, directors, affiliates and third parties acting on its behalf consistent with this section. Proprietary and Confidential 15 ARTICLE VII. RENEWAL AND TERMINATION 7.01 RENEWAL. The Contract will renew for One-year periods unless either party elects not to renew by giving the other party written notice. Notice must be received at least 60 days before the end of the current Contract year. If there are changes to the rates or other terms of this Contract effective on an Anniversary Date, Delta Dental will provide at least 120 days’ notice of the proposed changes (prior to the end of the current Contract year) with the notice of renewal. 7.02 TERMINATION. This Contract will be terminated as follows: a) By either the Group or Delta Dental at the end of the original Contract or at the end of any renewal year, provided the required notice of non-renewal is given. b) In the event any Service Fee due as stated in Article II of this Contract is not paid within 20 days of the due date, Delta Dental may give notice that payment is due, and if such payment is not received by the last day of the Grace Period, as referenced in Article II, Section 2.06, Delta Dental may terminate all further obligations. c) In the event any Claims Reimbursement due as stated in Article II of this Contract is not paid within 10 calendar days of the due date, Delta Dental may give notice that payment is due, and if such payment is not received by the last day of the Grace Period, as referenced in Article II, Section 2.06, Delta Dental may terminate all further obligations. d) By election of the Group if Delta Dental defaults in providing the Benefits under the Contract and such default is not corrected within 60 days of notice of such default. e) By election of Delta Dental in the event enrollment of Subscribers changes by 10% or more from the minimum enrollment requirements included on Delta Dental’s proposal.. Delta Dental may, at its option, terminate or propose to the Group alternative adjustment in rates, Benefits, or copayments. Within 30 days, the Group will select an alternative by written notice to Delta Dental. If an alternative is not selected, Delta Dental may terminate this Contract. f) Upon written notification by the Group of its intention to terminate this Contract as of any date other than the end of the Contract Term. The termination date will be the last day of the month during which Delta Dental received the Group’s written notification of intent to terminate. g) By election of Delta Dental in the event of fraud or misrepresentation by the Applicant, or with respect to coverage of a Subscriber, fraud or misrepresentation by the Subscriber or such person’s representative. In the event this Agreement terminates as stated, the Group will remain liable to Delta Dental for the full amount of the Dentists’ statements paid or otherwise discharged by Delta Dental for services rendered and incurred under this Contract prior to the termination date. In addition, the Group will be and remain liable to Delta Dental for a Proprietary and Confidential 16 period of 12 months following the termination date for the full amount of Dentist's statements paid or otherwise discharged by Delta Dental for services rendered according to ARTICLE V, CONDITIONS UNDER WHICH BENEFITS WILL BE PROVIDED, 5.03 and 5.04. 7.03 PROCEDURES ON TERMINATION a) In the event of termination of this Agreement in accordance with the provisions of Article VII, Section 7.02, no Subscriber will, on or after the date on which the termination takes effect, be entitled to any further benefit payments hereunder and Group will indemnify and hold Delta Dental harmless with respect to any claims by or with respect to Subscribers for further benefit payments hereunder without regard to the date on which the dental claims were incurred. However, Delta Dental will process Dentists’ statements for payment where each of the following terms are met, provided that any Claims Reimbursement and Service Fees owed Delta Dental have been paid: 1. the Dentist's statement is first received by Delta Dental within 12 months of the termination date of this Agreement according to ARTICLE V, CONDITIONS UNDER WHICH BENEFITS WILL BE PROVIDED, 5.03 and 5.04; 2. the date of service reported on the Dentist's statement was within 12 months of the date the claim was first received by Delta; 3. the date of service reported on the Dentist's statement was no later than the termination date of this Agreement. b) In the event of termination by Delta Dental, all Benefits will terminate and Delta Dental will be released from all further benefit payment obligations of this Agreement, effective on the last day of the month in which written notice of termination is given; provided, however, that Delta Dental will make payments for dental services for Extended Benefits. Applicant will remain liable to Delta Dental for: 1. the unpaid payments applicable for the period this Agreement was in effect prior to termination; and 2. the full amount of all Dentist’s statements paid or otherwise discharged by Delta Dental after the termination date but incurred during the full Term of this Contract. 3. In the event of termination of this Agreement for any cause, Delta Dental will not be required to pay for services provided beyond such termination date, except for the completion of single procedures started while this Agreement was in effect, which are otherwise Benefits under the terms of this Agreement, provided that any Claims Reimbursement and Service Fees owed Delta Dental have been paid. 7.04 If on termination of this Contract for any cause Group has not paid Service Fee and/or Claims Reimbursement to Delta Dental applicable to a period of time up to and Proprietary and Confidential 17 including the termination date Group will, within 30 days after termination, remit such to Delta. ARTICLE VIII. CONTINUATION COVERAGE 8.01 COBRA (Consolidated Omnibus Budget Reconciliation Act of 1985) generally applies to Groups with 20 or more employees. Under COBRA, Subscribers who have a qualifying event may be able to continue coverage for a period of time. The benefits will be the same as those of active Employees. The Subscriber must pay the Premium, which cannot exceed 102% of the cost for an active employee with the same plan. Qualifying events govern if a person may elect COBRA and the length of coverage. The employer or Group must administer COBRA according to federal requirements. COBRA Continuation coverage will end on the earliest of the following: a) the last day of the month in which COBRA Continuation ends; b) the day the Contract terminates; c) the last day of the month for which premium has been paid; d) the day the person becomes entitled to Medicare; e) the day the person is eligible for coverage under another group plan. 8.02 Continued Health Coverage required by the State of Colorado (State Continuation) applies to Groups not subject to COBRA. Subscribers covered under this Contract, or a similar contract it replaces, for at least 6 months may be able to continue coverage for up to 18 months under State Continuation. Their premium and benefits will be the same as those for active Employees, except that the Subscriber will be responsible for the Premium. The Employer or Group must administer State Continuation according to state law. State Continuation coverage is effective upon loss of coverage. Within 60 days of the loss, the Group must send enrollment information and premium to Delta Dental for the Subscriber’s benefits to continue. State Continuation coverage will terminate on the earliest of the following: a) the last day of the month after 18 months of continued coverage; b) the day the Contract terminates; c) the last day of the month that premium is paid; d) the day the person becomes entitled to Medicare; e) the day the person is eligible for coverage under another group plan; or f) in the case of a Dependent child, the day he no longer meets the definition of Dependent. Proprietary and Confidential