2012-038 Human Resources - Delta Dental Claims & Administrative fees

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Section Y. Satisfaction o HIPAA Requirements The parties have agreed and entered into a Business Associate Addendum to this Contract concerning the confidentiality of protected health information of Subscribers and Eligible Dependents as attached and incorporated by reference herein as Exhibit C. . Section Vl. Ternz and Termination This Contract will remain in full force and effect for the initial term and any renewal terms of this Contract as specified in Fxhibit A of this Contract or in a renewal letter. Delta Dental shall have the option of terminating this Contract if A. The Contractor fails to xnake a required payment by the due date; or B. Delta Dental elects to cancel pursuant to Section III (B) (1) of this Contract; or C. The Contractor fails to fiunish Delta Dental with accurate enrollment data pursuant to Section III (B) (2); or D. The Contractor permits voluntary enrollment of employees or members and their eligible dependents, unless otherwise specified in Exhibit A; or E. The Contractor refuses to allow Delta. Dental(by its auditors or other authorized representatives) to inspect the Contractor's records to verify the accuracy of the Eligible Persons. The parties shall have the option of terminating this Contract if either party breaches any material provision of this Contract or if the terminating pariy provides the other with 30 days written notice of its intent to cancel. At the expiration of the initial Contract term or any renewal term and/or in the event this Coniract is terminated for any of the precedi.ng reasons, there will be a six-month run-out period following the ternrination date. During this period, the Conlractor shall reimburse Delta Dental for all claims incurred before the terxnination date but not billed to Delta Dental until after the termination date. If applicable and specified in Exhibit A, the Contractor shall also pay Delta Dental adxnnusirative costs. Payments to Delta Dental will be made from the account established for the payment of claims pursuant to this Contract. Should these funds be insufficient, the Contractor shall make up the deficiency. ~ During the.run-out period, funds for paying claims will be transferred to Delta Dental by the Contractor in the same maruier and in accord with the same formula as had been provided prior to ternunation. At the conclusion of the six-month run-out period, all unencumbered funds remaining in the account established for payment will be returned to the Contractor without any claim thereon by Delta Dental. Delta Dental shall ha.ve no further obligation to pay claims that were submitted following the termination date for services performed prior to the ternunation date. The obligation to pay those claims shall be the obligation of the Contractor. Entire Agreement: This Contract with the attached EJChibits and Business Associate Addendum represents the entire and integrated agreement between the County and the Contractor and supersedes a11 prior negotiarions, representations or agreements, either written oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. Revised 09/2011 11