Loading...
HomeMy WebLinkAboutCAG2021-104 - Original - Delta Dental - Dental Care Service Contract - 01/01/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Mayor Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingDate Received by City Attorney: Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 200821 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached OK to sign 3/19/2021, TW 2021-01-00611-RC LG PPOL 20210101 1 of 13 Dental Care Service Contract Declaration Page Group Number(s) 00611 Group Name City of Kent Effective Date 12:01 a.m. Pacific Time January 1, 2021 Term 12 Months Plan Type Delta Dental PPOSM Local Plan Group identified above agrees to a Dental Care Service Contract with Delta Dental of Washington (“DDWA”), a nonprofit corporation incorporated in Washington State. This Contract is issued and delivered in the state of Washington and is governed by Washington State laws. It is subject to the terms listed on these Declaration Page, the general Terms and Conditions, the Certificate of Coverage, and any appendices and amendments, all of which are incorporated and made part this Contract. Rates The monthly Administrative Fee payable by Group under this Contract Term during the period January 1, 202 1 through December 31, 2021 shall be $7.10 per Enrolled Employee. Group’s payment shall be in the form of a check or electronic transfer and shall accompany the eligibility listing. DDWA will then update the files and send a new billing to Group for the next month of coverage. Accepted By: Accepted By: City of Kent Delta Dental of Washington 220 4th Ave S Post Office Box 75983 Kent, WA 98032-5895 Seattle, WA 98175-0983 Signed: Signed: Title: Title: Vice President Underwriting and Actuarial Date: Date: November 23, 2020 Mayor 03/22/2021 2021-01-00611-RC LG PPOL 20210101 2 of 13 Benefit Period Benefit Period Start January 1 Benefit Period End December 31 Eligibility, Enrollment, and Termination Eligibility - Employee As defined by Group Eligibility - Dependent As defined by Group Start Date Election Yes End Date Election No Probationary Period As defined by Group Probationary Period Waiver No Retroactive Additions 180 Days Retroactive Terminations 180 Days Participation Minimum Enrollment 100 Participation % Employee Tied to Medical Participation % Dependent Tied to Medical Plan Deductibles Individual In-Network $50 Family In-Network $150 Individual Out-of-Network $50 Family Out-of-Network $150 Deductible Waived on Class I; Orthodontic Benefits; Accidental Injury Benefits Expenses Runout Period 6 Months Plan Specific Information: Plan 02 - All Medical Plans Plan Maximums Plan Maximum $2,000 (19 years of age or older) Unlimited (under the age of 19) Orthodontic Maximum $1,800 Lifetime* Temporomandibular Maximum Not Covered *Medically Necessary Orthodontic treatment for members under the age of 19, as defined in the Certificate of Coverage, does not accrue to the Orthodontic lifetime maximum. 2021-01-00611-RC LG PPOL 20210101 3 of 13 Plan Coinsurance Covered Dental Benefits Delta Dental PPO Dentists Delta Dental Premier Dentists Dentists Outside of Washington State Non-Participating Dentists in Washington State Class I 100% 100% Class II 80% 80% Class III 80% 80% Temporomandibular Joint Not Covered Not Covered Orthodontic 50% 50% Accidental Injury 100% 100% Plan Specific Information: Plan 03 - Retirees Plan Maximums Plan Maximum $1,500 (19 years of age or older) Unlimited (under the age of 19) Orthodontic Maximum $1,000 Lifetime* Temporomandibular Maximum Not Covered *Medically Necessary Orthodontic treatment for members under the age of 19, as defined in the Certificate of Coverage, does not accrue to the Orthodontic lifetime maximum. Plan Coinsurance Covered Dental Benefits Delta Dental PPO Dentists Delta Dental Premier Dentists Dentists Outside of Washington State Non-Participating Dentists in Washington State Class I 100% 100% Class II 80% 80% Class III 50% 50% Temporomandibular Joint Not Covered Not Covered Orthodontic 50% 50% Accidental Injury 100% 100% 2021-01-00611-RC LG PPOL 20210101 4 of 13 Deviations All of the Terms and Conditions in this Contract apply, except if specifically modified in this Deviations section. Any modifications listed here supersede all referenced Articles in the standard Terms and Conditions section below. The following custom language is added by this reference. Section # Custom Language Global – Plan 03 For the purposes of Plan 03, the term Retiree may be inferred in place of the term Employee, where applicable. 8.9 Leave of Absence Coverage for a subscriber and enrolled dependents may be continued for up to 180 days when the employer grants the subscriber a leave of absence and premium charges continue to be paid. If a medical leave is granted, the City of Kent may pay the required monthly charge for the employee and enrolled dependents for up to 180 days. The 180-day leave of absence period counts toward the maximum COBRA continuation period, except as prohibited by the Family and Medical Leave Act of 1993. 2021-01-00611-RC LG PPOL 20210101 5 of 13 Dental Care Service Contract Terms and Conditions 1.Definitions 1.1. Administrative Fee: The monthly amount payable by Group as designated on the Declaration Pages. 1.2. Benefit Period: The time period that applies to the frequencies and limitations. The Benefit Period is shown on the Declaration Page. 1.3. Certificate of Coverage: The benefit booklet, which describes in summary form the essential features of the Plan coverage, and to or for whom the benefits hereunder are payable. The Certificate of Coverage is incorporated into this Contract by this reference as if it were fully written in this document. 1.4. Contract: This agreement between DDWA and Group, including the Declaration Page, The Certificate of Coverage and any and all appendices and amendments. This Contract constitutes the entire Contract between the parties and supersedes any prior agreement, understanding or negotiation between the parties. 1.5. Covered Dental Benefit: Dental services that are covered under this Contract, subject to the limitations and exclusions set forth in the Certificate of Coverage. 1.6. DDWA: Delta Dental of Washington, a nonprofit corporation incorporated in Washington State. DDWA is a member of the Delta Dental Plans Association. 1.7. Declarations Page(s): The front page(s) of this Plan that provides the Group specific information and group specific elections referred to in the Terms and Conditions. 1.8. Delta Dental: Delta Dental Plans Association: A nationwide not-for-profit organization of dental benefit carriers offering a range of group dental benefit plans. 1.9. Delta Dental PPO℠ Dentist: A Participating Dentist who has agreed to render services and receive payment in accordance with the terms and conditions of a written Delta Dental PPO provider agreement, which includes looking solely to Delta Dental for payment for covered services. 1.10. Delta Dental Premier® Dentist: A Delta Dental Participating Dentist who has agreed to render services and receive payment in accordance with the terms and conditions of a written Delta Dental provider agreement between DDWA and such Dentist. 1.11. Delta Dental Participating Dentist: A licensed Dentist who has agreed to render services and receive payment in accordance with the terms and conditions of a written Delta Dental Provider Agreement, which includes looking solely to Delta Dental for payment for covered services. Delta Dental Participating Dentists include Delta Dental PPO Dentists and Delta Dental Premier Dentists. 1.12. Dentist: A licensed dentist legally authorized to practice dentistry at the time and in the place services are performed. This Contract provides covered services only if those services are performed by or under direction of a licensed Dentist or other Licensed Professional operating within the scope of their license. 1.13. Eligibility Date: The date on which an Eligible Person becomes eligible to enroll in the Plan. 1.14. Eligible Dependent, Eligible Employee, or Eligible Person: Any dependent, employee or person who meets the conditions of eligibility set forth on the Declaration Page. 1.15. Employee: A person who is designated as such by the Group for the purposes of this Plan. 1.16. Enrolled Dependent, Enrolled Employee, or Enrolled Person: Any Eligible Dependent, Eligible Employee or Eligible Person, as applicable, who has completed the enrollment process and for whom Group has submitted the monthly Administrative Fee to DDWA. 1.17. Filed Fee: The approved fee accepted by DDWA for a specific dental procedure performed by a Delta Dental Participating Dentist, who has performed the dental service and submitted that fee. 2021-01-00611-RC LG PPOL 20210101 6 of 13 1.18. Group: The employer or entity that is contracting for dental benefits for its Employees in this Contract. 1.19. Licensed Professional: An individual legally authorized to perform services as defined in their license. Licensed Professional includes, but is not limited to, denturists, hygienists, and radiology technicians. 1.20. Lifetime Maximum: The maximum amount DDWA will pay in the specified Covered Dental Benefit class for an insured individual during the time that individual is on this Plan or any other Plan offered b y this Employer. 1.21. Maximum Allowable Fee: The maximum dollar amount that will be allowed toward the reimbursement for any service provided for a Covered Dental Benefit. 1.22. Non-Participating Dentist: A licensed Dentist who has not agreed to render services and receive payment in accordance with the terms and conditions of a written Participating Dentist Agreement between a member of the Delta Dental Plans Association and such Dentist. 1.23. Open Enrollment Period: The annual period in which Eligible Employees can select benefits Plans and add or delete Eligible Dependents. 1.24. Participating Plan: Delta Dental of Washington and any other member of the Delta Dental Plans Association with which Delta Dental contracts to assist in administering the Covered Dental Benefits described in this Contract. 1.25. Plan Coinsurance: The applicable percentage of Maximum Allowable Fees for Covered Dental Benefits that shall be paid by DDWA as set forth in the Declaration Page. Sometimes this is referred to as the payment level. 1.26. Plan: This Contract that provides dental benefits. Any other Contract that provides dental benefits and meets the definition of a “Plan” in the “Coordination of Benefits” section of the Certificate of Coverage is a plan for the purpose of coordination of benefits only. 1.27. Service Area: Washington State, the geographic area in which DDWA will issue this policy. Dental Benefits are provided for covered services received outside of Washington State. 1.28. Standard Terms and Conditions: The non-Group specific terms and conditions that control this Contract, unless specifically modified on the Declaration Page. 2.Eligibility, Enrollment, and Termination 2.1. Employee Eligibility, Enrollment, and Termination 2.1.1. Employees are eligible to enroll in this Plan if they meet the condition of eligibility designated on the Declaration Page. 2.1.2. Eligible Employees may enroll in this Plan on the effective date of this Contract. An employee hired after the effective date of this Contract may enroll in this Plan after satisfying the probationary period indicated on the Declaration Page. 2.1.3. Employees are eligible to enroll in this Plan on the first of the month after satisfying any probationary period designated on the Declaration Page unless the Group has elected the ‘Start Date’ option on the Declaration Page. For ‘Start Date’ election, the Employee enrollment will start on the date the Employee is eligible. An Employee shall continue to be eligible to enroll in this Plan during the time this Contract is in effect as long as the Employee remains an Eligible Employee. 2.1.4. If indicated on the Declaration Page, DDWA will waive the Employee probationary period for an Employee hired after the effective date of this Contract who is transferring into the Plan from enrollment in any other dental plan. Enrollment for such Employee must be completed within 30 days of the transfer and the Employee must have been enrolled for benefits under the prior dental plan in the month of transfer or immediately prior to the month of transfer. The effective date of coverage for such Employee shall be the first day of the calendar month following enrollment. Notification of previous coverage is required at the time of enrollment. 2.1.5. Eligible Employees become Enrolled Employees after fully completing the enrollment process, including payment of Administrative Fee by Group to DDWA, and remain Enrolled Employees as long as they remain eligible under this Plan and Group has made timely payments of monthly Administrative Fees on behalf of the Employee. 2021-01-00611-RC LG PPOL 20210101 7 of 13 2.1.6. An Enrolled Employee terminates from this Plan at the end of the month that th e employee is no longer eligible for enrollment unless the Group has elected the ‘End Date’ option on the Declaration Page. For ‘End Date’ election, the Employee terminates on the date the Employee is no longer eligible. An Employee will also terminate from this Plan at the end of the calendar month for which Group has made the last timely payment of the monthly Administrative Fees on behalf of the Enrolled Employee, or upon termination of this Contract, whichever occurs first. 2.2. Dependent Eligibility, Enrollment, and Termination 2.2.1. Dependent coverage under this plan is available as in dicated on the Declaration Page. 2.2.2. If covered, an Eligible Dependent is a dependent of an Enrolled Employee who meets the requirements for eligibility established by the Group. Dependent eligibility validation documentation shall be maintained and verified b y the Group. 2.2.3. An Eligible Dependent shall become eligible to enroll in this Plan on the date the Eligible Employee becomes eligible to enroll in this Plan, or on the first day of the calendar month following the month in which such person became an Eligible Dependent of the Eligible Employee. 2.2.4. A foster child is covered from the time of placement. 2.2.5. A newborn is covered from the moment of birth, and an adopted child is covered from the date of assumption of a legal obligation for total or partial support or upon placement of the child in anticipation of adoption of the child. 2.2.6. Eligible Dependents become Enrolled Dependents after fully completing the enrollment process, including payment of Administrative Fee by the Group to DDWA. An Enrolled Dependent shall continue to be enrolled as long as the Group has made timely payment of the monthly Administrative Fees on behalf of the Enrolled Employee to DDWA. 2.2.7. If the enrollment process is not completed within the time period selected which is represented in the Certificate of Coverage, enrollment will not be accepted until the next Open Enrollment Period unless specified, or unless there is a change in family status as defined in the Special Enrollment Period section of the Certificate of Coverage. If an additional Administrative Fee for coverage is required and enrollment is not completed within the time period selected, the newborn, adopted or foster child(ren) will be covered from the effective date of enrollment as defined in the Certificate of Coverage. 2.2.8. An Enrolled Dependent terminates from this Plan when they are no longer an Eligible Dependent of an Eligible Employee, or at the end of the calendar month for which Group has made timely payment of the monthly Administrative Fees on behalf of the Enrolled Employee, or upon termination of this Contract, whichever occurs first. 2.2.9. An Enrolled Employee may terminate coverage of an Enrolled Dependent or reinstate an Eligible Dependent only at renewal or extension of this Plan, or if there is a change in family status, as defined in the Special Enrollment Period section of the Certificate of Coverage. 2.3. General Enrollment Information 2.3.1. An Enrolled Employee must complete the enrollment process for themselves or any newly Eligible Dependents within the time period represented in the Certificate of Coverage. Late enrollment will not be accepted until the next Open Enrollment Period unless specified, or unless there is a change in family status as defined in the Special Enrollment Period section of the Certificate of Coverage. 2.3.2. DDWA requests that all completed enrollment information is received from the Group within 60 days of the employee or dependent’s eligibility date. 2.3.3. Retroactive additions and terminations of enrollment for administrative purposes will only be accepted for the time period indicated on the Declaration Page. 2.3.4. While satisfying the various requirements of the FMLA, the Paid Family and Medical Leave Act, and COBRA laws rests primarily with the Group, DDWA will fully cooperate with Group in complying with these laws. 2021-01-00611-RC LG PPOL 20210101 8 of 13 3.Participation Requirements, Administrative Fees, Invoicing, Payment, Reimbursement of Claims 3.1. Participation Requirements 3.1.1. This Contract requires participation of the required percentage or segment of Eligible Employees and Eligible Dependents as indicated on the Declaration Page. 3.1.2. For Groups that elect a specific percentage of employee participation, Group will assure th at percentage of Eligible Employees are participating in this Plan. 3.1.3. For Groups that elect a specific percentage of dependent participation, Group will assure that specified percentage of all Enrolled Employees enroll all of their Eligible Dependents, unless those dependents are enrolled in another dental plan. 3.1.4. For Groups that elect to have employee or dependent enrollment in this Plan tied to enrollment in their Group - sponsored medical plan, all Eligible Employees and their Eligible Dependents who are enro lled in the Group- sponsored medical plan must be enrolled in this Plan regardless of whether or not they are enrolled as a dependent in another dental plan. Eligible Employees or their Eligible Dependents who are not enrolled in the Group -sponsored medical plan may not enroll in this Plan. 3.1.5. For Groups that elect voluntary enrollment, there is no participation requirement. All other enrollment requirements apply. 3.2. Administrative Fee 3.2.1. Group shall submit a list of Enrolled Persons to DDWA prior to the beginning of each monthly eligibility period. 3.2.2. Group shall permit DDWA, at DDWA’s expense, on reasonable advance written notice, to inspect eligibility records to verify the accuracy of information submitted to DDWA. An equitable adjustment of Administrativ e Fee shall be made in the event of errors or delays in reporting eligibility. 3.2.3. DDWA shall not be obligated to recoup any funds paid to providers for treatment performed in good faith that the patient’s eligibility was current and accurate at the time of treatment. 3.2.4. Legislative Surcharge Clause. If any governmental unit imposes any new tax or assessment or increases the rate of any current tax or assessment that is measured directly by the payments made to DDWA by Group, or payment made by DDWA for claims, then DDWA is authorized to increase the monthly Administrative Fee by the amount of such new tax, assessment or increase, or pass through the exact tax amount to the Group separately. 3.2.5. If Group does not agree to the proposed adjustment within 30 days, DDWA ma y terminate this Contract at the end of the month for which Administrative Fee had been received by DDWA prior to the date of such notice to Group and in accordance with the provisions of this Contract. 3.2.6. The monthly Administrative Fee indicated on the Declaration Page will be remitted fully by Group as invoiced. 3.3. Invoicing and Payment 3.3.1. The Group shall pay the full invoiced amount to DDWA on or before the first day of each calendar month for which benefits are to be provided. 3.3.2. Payment of Administrative Fee is by Electronic Funds Transfer (EFT) unless other specific payment methods are approved by DDWA. The Group may elect to have DDWA pull the funds from their bank account via an ACH debt transfer around the first of every month. 3.3.3. If Group objects to any portion of an invoice, Group will notify DDWA prior to the payment due date and specify the amount and cause of the dispute. Group will pay any undisputed amounts in a timely manner. Any disputed amounts will be resolved by direct negotiation between DDWA and Group. 3.3.4. If payment is not received within 30 days, DDWA may give written notice tha t payment is past due and may, at its option, terminate all benefits and be released from all further obligations as set forth herein. 3.3.5. No person shall be entitled to benefits under this Contract during any month for which Administrative Fee payment has not been received by DDWA. 2021-01-00611-RC LG PPOL 20210101 9 of 13 3.4. Reimbursement of Claims 3.4.1. DDWA shall notify Group monthly of the actual amount of claims paid by DDWA for that month. Notification will be via email, which will constitute an invoice. Group will then have two business days to transfer funds electronically to the appropriate DDWA bank account an amount equal to total claims paid for the month. 3.4.2. Funds are due on the date notified. If the funds are not transferred within five days of notification, a late fee of one percent of total claim dollars on that invoice will be charged. An additional late charge of one percent of the total claim dollars on that invoice will be charged if payment is not received within 30 days of the due date and an additional late charge of one percent of the total claim dollars on that invoice for each subsequent 30-day period for which payment is not received. The charges shall be included by DDWA with a subsequent payment notification. 4.Benefits and Benefit Disputes 4.1. Benefits 4.1.1. Covered Dental Benefits, Limitations, and Exclusions are as described in the Certificate of Coverage and are subject to the Plan maximum and deductible as defined on the Declaration Page. 4.1.2. Covered Dental Benefits are available for an Enrolled Person from the enrollment date until such enrollment terminates. 4.1.3. The percentages of the Maximum Allowable Fee, Filed Fee, or the Dentists’ actual charges payable by DDWA for Covered Dental Benefits provided to an Enrolled Person are defined on the Declaration Page. 4.1.4. To determine Covered Dental Benefits for certain treatments, DDWA may require an Enrolled Person to obtain an independent examination from a DDWA-appointed dentist. DDWA will pay all the charges incurred for this examination. 4.2. Providers 4.2.1. Payment for services provided by a Delta Dental Participating Dentist will be made directly to the dentist. Contracts between Delta Dental and its Delta Dental Participating Dentists provide that, if Delta Dental fails to pay the dentist any amount owed, the Enrolled Person shall not be liable to the dentist for any sums owed by Delta Dental. 4.2.2. An Enrolled Person may elect the services of any licensed dentist. DDWA is not responsible for availability of any particular licensed dentist. DDWA shall not be held liable for any act or o mission on the part of the selected dentist. 4.2.3. DDWA shall be entitled to receive from any attending dentist, or from hospitals in which a dentist's care is rendered, any records relating to treatment rendered to an Enrolled Person as may be required in the a dministration of claims. 4.2.4. The provider dispute resolution process as outlined in individual provider contracts is available upon request. 4.2.5. Fees paid to a provider for Covered Dental Benefits under this Plan are based on the lesser of the provider’s actual fee or the Maximum Allowable Fee of the fee schedule defined below: PPO Local Plan Provider Type Fee Schedule Delta Dental PPO Participating Dentist PPO Participating Dentist – State Specific Delta Dental Premier Participating Dentist Premier Participating Dentist – State Specific Non-Participating Dentist in Washington State Non-Participating Dentist – State Specific Non-Participating Dentists out of Washington State Participating Dentist 5.Plan Details 5.1. Plan Maximum 5.1.1. The maximum amount payable by DDWA for Class I, II and III Covered Dental Benefits per Enrolled Person during each Benefit Period is indicated on the Declaration Page. Charges for dental procedures requiring multiple treatment 2021-01-00611-RC LG PPOL 20210101 10 of 13 dates shall be considered incurred on the date the service is completed. Amounts for such procedures shall be applied to the Plan maximum based on such incurred date. 5.1.2. If Orthodontic Benefits are covered, the annual or lifetime maximum amount payable by DDWA for Orthodontic Benefits provided to an Enrolled Person will be indicated on the Declaration Page. If Orthodontic Benefits are covered for children only, the maximum will apply only to those members. 5.1.3. If Temporomandibular Joint (TMJ) services are covered, the annual or lifetime maximum amount payable by DDWA for dental services related to the treatment of TMJ disorders will be indicated on the Declaration Page. 5.2. Plan Coinsurance Plan coinsurance amounts are indicated on the Declaration Page. 5.3. Plan Deductible 5.3.1. The plan deductible, if elected, is indicated on the Declaration Page. 5.3.2. Deductibles may apply to In-Network and Out-of-Network combined, In-Network and Out-of-Network separately, or for Out-of-Network only, as indicated on the Declaration Page. 5.3.3. DDWA is not obligated to pay for Covered Dental Benefits until the deductible amount is satisfied during each Benefit Period for each individual, unless the family deductible has been met during that Benefit Period. The family deductible is accrued by deductible payments of the Enrolled Employee or any Enrolled Dependent. 5.3.4. Any elected deductible is waived on designated classes of benefits as indicated on the Declaration Page. 6.DDWA’s Obligations 6.1. Certificates of Coverage 6.1.1. DDWA will issue to Group an electronic version of the Certificate of Coverage for this Plan in the form of a standard DDWA benefit booklet, which summarizes the Covered Dental Benefits and other essential features of the Plan. If any amendment to this Contract materially affects any benefits described in booklets, electronic versions of corrected booklets or booklet inserts showing the change will be issued to Group. Generally, new Booklets and/or Inserts are not issued mid-Contract Term unless as otherwise specified in this Contract. 6.1.2. Upon receipt of a written request, DDWA will provide to Group one printed booklet for each employee enrolled in the Plan, plus an additional ten percent for a reserve supply. Group will reimburse DDWA for any additional costs due to variation in booklet size or paper requested by Group . DDWA will have booklets delivered to Group within 15 business days after receipt of a signed booklet approval form from Group. 6.2. Confirmation of Treatment and Cost (also known as predetermination of benefits) 6.2.1. DDWA will provide descriptions of Confirmation of Treatment and Costs, claim review, and complaint and appeal procedures in the benefit booklets issued to Group. 6.2.2. If a dentist or an Enrolled Person submits a request for a Confirmation of Treatment and Cost, DDWA will provide a Confirmation of Treatment and Cost for the Enrolled Person. Such Confirmation of Treatment and Cost will be valid when issued based on the information available at that time. A Confirmation of Treatment and Costs is not an authorization for services nor a guarantee of payment but is a notification of Covered Dental Benefits available. 6.3. Quality Management DDWA may utilize its Quality Management and Clinical Review processes to provide professional review of the adequacy, appropriateness, and alignment with DDWA’s established clinical criteria of services rendered to Enrolled Persons. 6.4. Provider Directories DDWA shall provide Delta Dental Participating Dentist Directories to Group. This directory is available online, and may also be requested by telephone as indicated in the Certificate of Coverage. It is understood that the composition of such directory is subject to change. DDWA reserves the right to change the directory without notice. 2021-01-00611-RC LG PPOL 20210101 11 of 13 6.5. Dental Services Obligations 6.5.1. DDWA shall not be obligated to make payment for any services rendered to a person who is not an Enrolled Person at the time the services were performed. 6.5.2. Nothing contained in this Contract shall be construed as obligating DDWA to render dental services; its sole obligation being to pay the agreed-upon portion of dentist's charges for Covered Dental Benefits in accordance with the terms of this Contract. 7.Group’s Obligations 7.1. Notification to Enrolled Employees Group shall provide information to all Enrolled Employees as to the existence and terms of this Contract. Group shall make the Certificate of Coverage available to each Enrolled Employee. 7.2. Summary Plan Descriptions If Group elects to prepare and print its own summary plan description, it does so at its own risk and expense. The Group - prepared summary plan description must be based on the most current Certificate of Coverage provided by DDWA, and will be for informational purposes only, not incorporated into this Contract. Group is responsible for assuring the accuracy of any summary plan description that it elects to prepare and distribute. DDWA is not obligated to review or approve any summary plan description prepared by Group, and will not provide any warranty for the content of the Group-produced summary plan description. 7.3. Execution of Contract 7.3.1. Group shall sign and return any and all Contract documents within 30 days of the effective date or the date DDWA sends the Contract document to Group or its authorized representative or agent, whichever is later. 7.3.2. If a signed Contract is not received by DDWA from the Group or the Group’s legal representative(s) by the effective date, but Group remits Administrative Fee, both parties agree to perform under this Contract in good faith until a signed Contract is received, or until a notice of termination is received as d etailed herein. 8.General Provisions 8.1. Modification No change in this Contract shall be valid unless evidenced by written amendment signed by an authorized representative or agent of DDWA and an authorized representative or agent of Group. 8.2. Legal Action Legal action to recover benefits provided for in this Contract may not be initiated prior to 60 days after receipt of claim by DDWA. In addition, such legal action must commence within 6 years from the date the claim was received by DDWA. 8.3. Severability Any provision of this Contract that is in conflict with any governing law or regulation of the State of Washington is hereby amended to comply with the minimum requirements of such law or regulation. 8.4. Indemnification 8.4.1. DDWA shall indemnify and hold harmless Group, its affiliates and their respective directors, officers, employees and agents, for that portion of any liability, settlement and related expense (including reasonable attorneys’ fees) resulting solely and directly from DDWA’s breach of this Contract, negligence, willful misconduct, criminal conduct, fraud or its breach of a fiduciary responsibility related to or arising out of this Contract. 8.4.2. Group shall indemnify and hold harmless DDWA, its affiliates and their respective directors, officers, employees and agents, for that portion of any liability, settlement and related expense (including reasonable attorneys’ fees) resulting solely and directly from Group’s breach of this Contract, negligence, willful misconduct, criminal conduct, fraud or its breach of a fiduciary responsibility related to or arising out of this Contract. 2021-01-00611-RC LG PPOL 20210101 12 of 13 8.5. Force Majeure In the event DDWA is unable to perform its obligations under this Contract by reason of fire, casualty, lockout, strike, labor condition, riot, war, act of God or by ordinance, law, order or decree of any legally constituted authority, then this Contract may, at the option of DDWA, be suspended. During any period of suspension, DDWA shall not be required to perform any service under this Contract, nor shall DDWA be liable for any damages arising from any event that precipitated the suspension. If this Contract is suspended pursuant to this provision, Group’s obligation to make Administrative Fee payments shall also be suspended for the same period of time. 8.6. Privacy DDWA and Group will act in accordance with applicable state and federal privacy requirements and disclosure requirements, such as the Gramm-Leach-Bliley Act (GLBA) and the Health Insurance Portability and Accountability Act (HIPAA), including any applicable regulations. 8.7. Domestic Partnership and Gender For the purposes of this contract, the terms spouse, marriage, marital, husband, wife, widow, widower, next of kin, and family shall be interpreted as applying equally to domestic partnerships or individuals in domestic partne rships as well as to marital relationships and married persons. References to dissolution of marriage shall apply equally to domestic partnerships that have been terminated, dissolved, or invalidated, to the extent that such interpretation does not conflic t with federal law. Where necessary, gender-specific terms such as husband and wife used in any part of this contract shall be construed to be gender neutral, and applicable to individuals in domestic partnerships. This definition does not change the election of the Group with regard to coverage for domestic partnerships. 8.8. Notice Any notice under this Contract shall be sufficient if given by either Group or DDWA by regular mail to the other addressed to the office stated on the front page of this Contract or to such other address as may be designated by written notice to the other. 9.Termination 9.1. Termination Notice This Contract may be terminated effective at the end of the term by either Group or DDWA, or by either party giving written notice to the other at least 30 days prior to the end of the Contract term, except as otherwise specifically provided herein. 9.2. DDWA Termination 9.2.1. DDWA may elect to terminate this Contract, without prior approval of the Washington State Insurance Commissioner, if any of the events outlined in this Section occur. Termination would be effective at the end of the month for which Administrative Fees have been received by DDWA prior to the time of such election. If termination occurs, DDWA will provide written notice to Group. If DDWA elects to terminate because of default by Group, then Group shall be indebted to and agrees to pay DDWA the sum of all claims payments and expenses incurred for dental services rendered from the date of default until the date of termination, including costs of recovery. 9.2.2. Events that allow termination: a.A failure to pay Administrative Fee or perform Group's other obligations when due. b.Any violation of published policies of DDWA. c.Change or implementation of federal or state health care reform laws that no longer permit the continued offering of such coverage. 9.2.3. Events that allow termination if the Group does not take corrective action consistent with their obligations under this Contract: a.Enrolled Persons committing fraudulent acts against DDWA. b.Enrolled Persons who materially breach the terms of this Contract. 2021-01-00611-RC LG PPOL 20210101 13 of 13 9.3. Administrative Fee Reimbursement If on termination of this Contract, Group has paid Administrative Fee to DDWA applicable to a period of time after the termination date, DDWA shall, within 30 days after notification of termination, return such portion of Administrative Fee to Group less any amounts due to DDWA. 9.4. Reinstatement 9.4.1. Acceptance by DDWA of the proper amount of Administrative Fee, after termination of this Contract and without requiring a new application, shall reinstate the Contract as though it had never terminated, unless DDWA shall, within 5 business days of receipt of such payment, either: a.Refund the payment so made, or b.Issue to Group a new Contract accompanied by written notice stating clearly those respects in which the new Contract differs from the terminated Contract in benefits, coverage or otherwise. 9.5. Expenses Upon termination of this Plan, all claim payments and expenses incurred prior to the termination of the Plan, but not submitted to DDWA within the runout period after the date of treatment will be excluded from any benefit consideration.