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HomeMy WebLinkAbout2008-09-29-Meeting Agenda Finance Committee Meeting Committee Room- 9/29/2008- 2:00 PM FINANCE 1. Approve the acquisition of one (1) food transport truck from Mobile Advantage Corporation of Wapato, Washington for $44,919.00 (Lowest bid offer for bid 08-179). Attachments 2. Motion to approve the abatement of 2008 property taxes for Augusta Boxing Club headquarters, 1929 Walton Way. Attachments 3. Approve change of the existing part-time position in Human Resources to a full-time position. Attachments 4. Discuss alternative method for insurance premiums charged to employees. (Requested by Commissioner Bowles) (Referred from September 8 Finance Committee) Attachments 5. Discuss homestead exemption and alternative solutions for this revenue shortfall. (Requested by Commissioner Bowles) Attachments 6. Approve allocation of funds to Human Resources to satisfy operating budget needs for the remainder of 2008. Attachments 7. Approve the interdepartmental transfer of operating funds within the Information Technology Department to address the cost of a temporary employee. Attachments 8. Motion to approve abatement of all County Ad Valorem Taxes on Land Bank owned property. Attachments 9. Approve renewal of contract with BlueCross BlueShield of Georgia (BCBS) as Augusta’s Medical Insurance Provider and Delta Dental as Augusta’s Dental Insurance provider. Attachments 10. Motion to approve execution of a contract with TVS Associates, Inc. for architectural and engineering design consulting services associated with the new TEE Center. Attachments 11. Presentation by Ms. Tamara Perry regarding the denial of her claim for damages against the City resulting from an incident that occurred on June Attachments www.augustaga.gov 9, 2008. (Referred from September 8 Finance Committee) 12. Consider a request from the Colo'n-Dryden Greater Augusta Chapter of Tuskegee Airmen for city sponsorship through the purchase of tickets for the Annual Tuskegee Airmen Banquet. Attachments 13. Approve the purchase of one portable vacuum/valve exerciser for Utilities Department – Construction & Maintenance Division. Attachments 14. Motion to approve mutual releases between AUD and Vastech/Protech joint venture to eliminate certain portions of the contract and adjust the funds to be paid on subject project. Attachments 15. Motion to approve a request for the extension of the existing vehicle maintenance contract for 2009. Attachments Finance Committee Meeting 9/29/2008 2:00 PM 2008 Food Service Truck Department:Finance Department, Fleet Management Department Caption:Approve the acquisition of one (1) food transport truck from Mobile Advantage Corporation of Wapato, Washington for $44,919.00 (Lowest bid offer for bid 08-179). Background:The Augusta Recreation Department requests the acquisition of one new prepared food transport truck to assist in the daily delivery of meals to our senior and disadvantaged citizens throughout the city and county. The department is currently using two smaller trucks and when they are in the shop for repairs, subsidizing with inefficient vans and cars that had been turned in by other departments. The new unit will be very helpful in assisting with the main delivery as well as a back up when one or both of the other trucks are down for repair. The Department of Housing and Economic Development is supporting this project; Project Title: ARC Recreation Department Meals-On-Wheels Program; Project Number: CDBG Project # 08050. Project Description: Grant for the purchase of 1 vehicle to be used to deliver meals to home-bound seniors in Augusta-Richmond County. Meals will be transported from several senior nutrition sites that include Henry Brigham Center, Carrie Mays Center, Sand Hills Center, McBean and Blythe centers to the senior citizen residence. This program required reprogramming CDBG funds which requires a 30 day public review and comment period prior to any expenditure of funds. This is occurring concurrent with this request. Also, the Commission approved this project on November 8, 2007 as a part of the City’s 2008 Annual Action Plan Analysis:Fleet Management submitted a request for bids through the Procurement Department utilizing the Demand Star electronic bid system which offers nationwide bid coverage. The Procurement Department received quotes back from two (2) vendors, one of which was non-compliant. Review of bids received shows that Mobile Advantage Corporation of Wapato, Washington, submitted the lowest bid. The following are the results of the bids received for bid 08-179, (1) Mobile Advantage Corp. = $ 44,919.00 (2) Delivery Concepts, Inc. = Bid non-compliant (did not complete required forms) Financial Impact:The unit will be purchased for $44,919.00. Funding for the procurement of this equipment will be provided totally by a federal grant using CDGB funds Alternatives:1. Approve the award to the lowest bidder, Mobile Advantage Corporation of Wapato, Washington 2. Do not approve the request. Cover Memo Item # 1 Recommendation:Approve the acquisition of one (1) food transport truck from Mobile Advantage Corporation of Wapato, Washington, for $44,919.00 (Lowest bid offer for bid 08-179) contingent on the public review. Funds are Available in the Following Accounts: CDBG # 08050 - $45,000.00 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Cover Memo Item # 1 PORTABLE GENERATORS Bid 08-179 Am Tech Corp Delivery Mobile Advantage Concepts, Inc. Chassis Year 2008 BID Chassis Make Chevrolet NON-COMPLIANT Chassis Model Silverado 2500 HD Body Yeaar 2008 Body Make Mealstar Body Model 70/35 Delivery date 60-90 Days ARO Bid Price $43,407.00 $0.00 9.00 OPTIONS 9.01 110/120 PLUG IN STAND-BY 2,011.00 $0.00 9.02 FROZEN COMPARTMENT CAPABILITY 700.00 $0.00 9.03 2-YR EXT COMPRESSOR WARRAN TY 812.00 $0.00 9.04 ADDITIONAL RACKS W/ SUPPORTS (EACH SET)126.00 $0.00 Total Bid Price $44,919.00 $0.00 Note: Truck cost is $19,674 which must be paid for upon order. Body cost is $23,733 which 50% is required upon submission of order as well. RECREATION-FOOD TREANSPORT TRUCK-BID OPENING 8/28/08 @ 11:00 Item # 1 PORTABLE GENERATORS Item # 1 Finance Committee Meeting 9/29/2008 2:00 PM Abatement of property taxes - Augusta Boxing Club Department:Recreation and Parks Caption:Motion to approve the abatement of 2008 property taxes for Augusta Boxing Club headquarters, 1929 Walton Way. Background:The Augusta Boxing Club headquarters facility is located at 1929 Walton Way. The building is leased for $1 per year from JLO Group LP, owned by Dr. James O'Quinn, since 1996. Due to this generous donation for the past 11 years, the Augusta Commission has waived property taxes each year on this property. Analysis:The donation of this building has allowed the Augusta Boxing Club to build a nationally recognized program, while at the same time saving the taxpayers the cost of constructing a facility for this purpose. Financial Impact:2008 tax statement: $2,772.07 Alternatives:1. To deny, placing the cost back on JLO Group for property they are donating to the city. 2. To approve Recommendation:#2 - to approve Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Cover Memo Item # 2 Attachment number 1 Page 1 of 1 Item # 2 Finance Committee Meeting 9/29/2008 2:00 PM Change Human Resources Part-time position to a Full-time entry-level position Department:Human Resources Caption:Approve change of the existing part-time position in Human Resources to a full-time position. Background:A study conducted by the interim HR Director determined that Augusta HR is sorely understaffed compared with similar organizations. The industry standard (the “ideal”) for HR organizations is to have a 1:100 ratio of HR employees to organizational employees. Our ratio is 1:280, and it is greater than 1:300 if retirees are included. This staffing situation is a key factor in the customer service, communication, and quality problems that HR has encountered in the recent past. Human Resources (HR) currently has one part-time position which was authorized in 2007. The workload in the department and the importance of the tasks that have been asked of the position have caused the person in that position to work the same hours (37.5) as the regular employees. Considering the definition of a part-time vs. full-time employee as described in our employee manual (full-time being an employee who is "working a full or regular work schedule"), this should be a full-time position. Rather than reduce hours for this employee, which would be a detriment to the department and our customers, it is in the long- term interest of the department to make the position a full-time entry-level position. Given that HR is understaffed and this part-time position provides important contributions to the department, it should be made a full-time position. Analysis:It is proposed to create one full-time entry level position entitled “HR Clerk” as a grade 40. This position would be part of the Benefits Division of HR, with the understanding that it is subject to handle a variety of duties as needed to assist the Employment Division as well. The official duties of this new position are found in the attached job description. The hourly rate for the part-time position is $11.33. The starting salary for a grade 40 employee is $23,401.67, which translates to an hourly rate of $12.00. The incoming HR Director has been advised of this request and has concurred that moving this part-time position to full-time will help to meet our goals for the HR Department as we embark on an effort to rebuild the department and make it a vital and active part of the Augusta government. Financial Impact: There will be one more full-time person on the HR organizational chart following commission approval with a salary of $23,401.67, with corresponding benefits as the employee chooses. Per the Finance Department, there is funding available for salary and benefits in the existing HR budget for 2008. Using 30% as the benefit multiplier, this calculates to $7020.50 for the remainder of 2008 (assuming six pay periods for the Cover Memo Item # 3 remainder of the year). There will be a corresponding drop in the amount that the employee would have been paid in 2008 out of part-time wages and salaries. In 2009, this full-time employee will cost $30,422.17 with salary and benefits but there will be a $24,000 decrease in the operating budget because the request for part-time wages can be deleted. Alternatives:Do not approve the change of this position from part-time to full-time. Recommendation:Approve change of the single existing part-time position in Human Resources to a full-time position Funds are Available in the Following Accounts: 101015510.5111110 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Cover Memo Item # 3 PDFConvert.7890.1.HRClerkJobDescription.doc Augusta-Richmond County Job Description Approved Title: Human Resources Clerk Job Code: Title: Human Resources Clerk Overtime: Non-exempt Department: Human Resources Date Prepared: September 12, 2008 Reports to: Manager, Human Resources Job Grade: 40 GENERAL SUMMARY: Performs tasks within the Human Resources Department related to a variety of functional areas such as employee benefits, clerical & record-keeping, payroll administration, and employment assistance within the guidelines of local, federal, and state laws and departmental policies and procedures. Reports to the Manager, Human Resources or other designated person and works with co-workers, employees, benefits providers, applicants, and retirees. PRINCIPAL DUTIES AND RESPONSIBILITIES 1. Performs general clerical tasks such as answering phones, copying, and filing when needed. 2. Assists with the compilation of insurance and employee data for bid process. 3. Prepares and analyzes reports regarding benefits and deductions to assist with the billing/reconciliation process. 4. Types, files, and responds to inquiries related to Human Resources matters. 5. Notifies employees of benefit changes and assists in filing claims. 6. Conducts insurance verifications and investigates discrepancies. 7. Assists with payroll preparation process as needed. 8. Updates employee information in computer system. REQUIREMENTS Education: High School diploma, trade school, or equivalent level of education. Experience: 1 year in a similar position or sufficient experience to perform principal duties and responsibilities, usually associated with completion of apprenticeship/internship. Knowledge/Skills/Abilities: • Knowledge of accounting, bookkeeping, payroll systems, and benefits and insurance terminology. • Familiarity with federal and state laws as related to benefits and department policies and procedures. • Proficiency in interpreting plan documents, preparing data for oral presentations, and interpersonal relations. • Mastery of organization, analyzing data, and operating phone systems, computers, and standard office equipment. • Good communication skills, both oral and written. • Demonstrated ability to work independently. Other: • May supervise and/or train designated department personnel. PHYSICAL DEMANDS Intermittent sitting, standing, stooping, crouching, walking, and occasional lifting of light objects. Work is performed in an office. DISCLAIMER The preceding job description has been designed to indicate the general nature and level of work performed by employees within this classification. It is not designed to contain or be interpreted as a comprehensive inventory of all duties, responsibilities, and qualifications required of employees to this job. REVIEW/APPROVALS ______________________________________________________ ______________________ Human Resources Date ______________________________________________________ ______________________ Line or Staff Management Date Attachment number 1 Page 1 of 1 Item # 3 Finance Committee Meeting 9/29/2008 2:00 PM Employee Insurance Premiums Department:Clerk of Commission Caption:Discuss alternative method for insurance premiums charged to employees. (Requested by Commissioner Bowles) (Referred from September 8 Finance Committee) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Item # 4 Finance Committee Meeting 9/29/2008 2:00 PM Homestead Exemption Department:Clerk of Commission Caption:Discuss homestead exemption and alternative solutions for this revenue shortfall. (Requested by Commissioner Bowles) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Item # 5 Finance Committee Meeting 9/29/2008 2:00 PM Human Resources Budget Adjustment for Remainder of 2008 Department:Human Resources Caption:Approve allocation of funds to Human Resources to satisfy operating budget needs for the remainder of 2008. Background:The budget that was requested by the HR Department during the budget entry period for the 2008 fiscal year (August 2007) was underestimated. Expenses have not necessarily been higher in 2008, but the amount requested was insufficient. HR has cut back on expenses, but certain costs, like physicians’ fees and drug testing for pre-employment screening, continue to come in as new employees are processed in to the organization. HR also continues to use office supplies to support orientation and office activities, although the staff has been advised to recycle and has been doing so. Analysis:A review was conducted of the current outstanding invoices and the anticipated operating expenses for the remainder of the year. It is estimated that $17,000 will be needed for the department to continue to pay outstanding bills, new bills, purchases supplies, etc. for the remainder of 2008. The attached spreadsheet provides a detailed list of needs. Financial Impact:The approval of this request will require that $17,000 be moved into HR’s operating budget. Alternatives:None. HR has no money to operate with and has outstanding bills that must be paid in order to process personnel into the organization. Recommendation:Approve allocation of funds to Human Resources to satisfy operating budget needs for the remainder of 2008 Funds are Available in the Following Accounts: General Fund Contingency REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Cover Memo Item # 6 Cover Memo Item # 6 20 0 8 B u d g e t A m o u n t ( N e e d e d t o E n d - o f - Y e a r ) It e m O b j e c t C o d e O b j e c t C o d e D e s c r i p t i o n V e n d o r C o m m e n t s V e n d o r I n v o i c e # Am o u n t o f In v o i c e Bu d g e t A m o u n t to R e q u e s t La b C o s t s t o M u l l i n s L a b o r a t o r y A u g u s t 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s M u l l i ns L a b C u r r e n t 1 7 3 9 2 5 9 86 5 . 0 0 $ 86 5 . 0 0 $ La b C o s t s t o M u l l i n s L a b o r a t o r y S e p t e m b e r 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s M u l li n s L a b E s t i m a t e 75 0 . 0 0 $ La b C o s t s t o M u l l i n s L a b o r a t o r y O c t o b e r 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s M u l l in s L a b E s t i m a t e 75 0 . 0 0 $ La b C o s t s t o M u l l i n s L a b o r a t o r y N o v e m b e r 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s M u l l in s L a b E s t i m a t e 75 0 . 0 0 $ La b C o s t s t o M u l l i n s L a b o r a t o r y D e c e m b e r 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s M u l l in s L a b E s t i m a t e 75 0 . 0 0 $ Ph y i s c a l E x a m s J u n e 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s Au g u s t a P h y s i c a l E x a m Ce n t e r Pa s t D u e 1, 2 7 4 . 0 0 $ 1 , 2 7 4 . 0 0 $ Ph y i s c a l E x a m s J u l y 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s Au g u s t a P h y s i c a l E x a m Ce n t e r Cu r r e n t 1, 2 2 5 . 0 0 $ 1 , 2 2 5 . 0 0 $ Ph y i s c a l E x a m s A u g u s t 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s Au g u s t a P h y s i c a l E x a m Ce n t e r Es t i m a t e 1, 2 5 0 . 0 0 $ Ph y i s c a l E x a m s S e p t e m b e r 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s Au g u s t a P h y s i c a l E x a m Ce n t e r Es t i m a t e 1, 2 5 0 . 0 0 $ Ph y i s c a l E x a m s O c t o b e r 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s Au g u s t a P h y s i c a l E x a m Ce n t e r Es t i m a t e 1, 2 5 0 . 0 0 $ Ph y i s c a l E x a m s N o v e m b e r 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s Au g u s t a P h y s i c a l E x a m Ce n t e r Es t i m a t e 1, 2 5 0 . 0 0 $ Ph y i s c a l E x a m s D e c e m b e r 2 0 0 8 5 2 1 2 1 1 0 P h y s i c i a n s Au g u s t a P h y s i c a l E x a m Ce n t e r Es t i m a t e 1, 2 5 0 . 0 0 $ Jo b A d v e r t i s e m e n t 52 3 3 1 1 9 O t h e r A d v e r t i s i n g A u g u s t a C h r o n i c l e In v o i c e f r o m A c c o u n t i n g D e p a r t m e n t (H R p o r t i o n ) 38 2 . 0 6 $ 3 8 2 . 0 6 $ Ce l l u l a r T e l e p h o n e s 52 3 2 1 1 2 C e l l u l a r T e l e p h o n e s V e r i z o n B l a c k b e r r y In v o i c e d M o n t h l y I T 2 5 0 . 0 0 $ Cr o s s C u t S h r e d d e r 53 1 1 1 1 1 O f f i c e S u p p l i e s HI P A A C o m p l i a n c e N/ A 30 0 . 0 0 $ Mis c e l l a n e o u s O f f i c e S u p p l i e s 5 3 1 1 1 1 1 O f f i c e S u p p l i e s Th i s w i l l c o v e r o f f i c e s u p p l i e s a s w e l l a s ot h e r i t e m s t h a t c o m e u p . N/ A 1, 4 0 0 . 0 0 $ Pa y m e n t s t o P e r s o n n e l B o a r d M e m b e r s 5 2 1 1 1 1 4 B o a r d M e m b e r F e e s I n d i v i d u a l B o a r d M e m b e r s Am o u n t c a l c u l a t e d b y M o s e s t h a t w e ow e t h e b o a r d m e m b e r s N/ A 98 0 . 0 0 $ Pa y m e n t s t o P e r s o n n e l B o a r d M e m b e r s 5 2 1 1 1 1 4 B o a r d M e m b e r F e e s I n d i v i d u a l B o a r d M e m b e r s 10 m e m b e r s x $ 2 0 p e r m e e t i n g x 5 me e t i n g s ( A u g - D e c ) a s s u m i n g t h a t t h e y me e t e a c h m o n t h f o r t h e r e s t o f t h e y e a r . N/ A 1, 0 0 0 . 0 0 $ To t a l N e e d e d f o r H R t o e n d o f y e a r 16 , 9 2 6 . 0 6 $ Attachment number 1 Page 1 of 1 Item # 6 Finance Committee Meeting 9/29/2008 2:00 PM IT Interdepartmental Transfer for Temp Cost Department:Information Technology Caption:Approve the interdepartmental transfer of operating funds within the Information Technology Department to address the cost of a temporary employee. Background:The Information Technology Department has an employee that has been serving active duty in the military. This employee is in the Help Desk Specialist I position and their respective salary has continued to be funded in the Information Technology budget. In their absence, a temporary employee is utilized to provide adequate support coverage to our users. The funding for this temporary employee can be transferred from the personnel costs of the Help Desk Specialist position. Analysis:Currently the Information Technology Help Desk receives an average of over 7,000 calls per year and there is only 1 other Help Desk Specialist to address these calls. Approving this agenda will allow for the Information Technology Department to continue to have two specialists to assist our users in a more timely manner. Financial Impact:There is no financial impact. The funds are currently allocated in the Personnel line item of the budget for this employee and will be transferred to the Temporary line item to cover the cost. Alternatives:Do not approve. Recommendation:Approve the interdepartmental tranfer of operating funds within the Information Technology Department to address the cost of a temporary employee. Funds are Available in the Following Accounts: 101015410-5111110 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Cover Memo Item # 7 Cover Memo Item # 7 Finance Committee Meeting 9/29/2008 2:00 PM Land Bank Authority Property Tax Abatement Department:Attorney Caption:Motion to approve abatement of all County Ad Valorem Taxes on Land Bank owned property. Background:Land Bank Authority recently acquired several pieces of property in Richmond County and pursuant to OCGA § 48-4-64, is requesting the ad valorem taxes on said properties be abated. Attached is a list of said properties and the amount of taxes to be abated. Analysis:See Background. Financial Impact:N/A Alternatives:Do not approve. Recommendation:Approve. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Cover Memo Item # 8 ma p & p a r c e l a d d r e s s 2 0 0 8 2 0 0 7 2 0 0 6 2 0 0 5 2 0 0 4 2 0 0 3 2 0 0 2 09 7 - 1 - 0 8 2 - 0 0 - 0 2 5 4 9 M I L E S S T 6 8 2 . 9 6 $ 5 6 4 . 1 5 $ 5 7 6 . 9 5 $ 5 7 4 . 0 9 $ 5 6 9 . 9 3 $ 09 7 - 1 - 0 8 6 - 0 0 - 0 2 5 7 8 L Y M A N S T 3 6 5 . 1 3 $ 2 7 9 . 8 9 $ 2 8 8 . 4 9 $ 2 8 6 . 5 7 $ 2 8 3 . 7 7 $ 09 7 - 1 - 0 9 7 - 0 0 - 0 2 5 3 0 L Y M A N S T 8 9 8 . 6 8 $ 7 2 0 . 1 0 $ 7 5 3 . 5 8 $ 7 4 6 . 1 0 $ 7 3 5 . 2 2 $ 09 7 - 1 - 0 9 8 - 0 0 - 0 2 5 2 6 L Y M A N S T 8 6 7 . 7 2 $ 6 9 0 . 6 3 $ 7 2 1 . 1 1 $ 7 1 4 . 2 9 $ 7 0 4 . 3 8 $ 09 7 - 1 - 1 0 2 - 0 0 - 0 2 5 3 3 D O V E R S T 8 8 8 . 3 6 $ 7 1 1 . 5 2 $ 7 4 1 . 5 1 $ 7 3 4 . 8 1 $ 7 2 5 . 0 5 $ 09 7 - 1 - 1 0 3 - 0 0 - 0 2 5 3 7 D O V E R S T 9 3 0 . 6 8 $ 7 5 2 . 1 0 $ 7 8 5 . 5 8 $ 7 7 8 . 1 0 $ 7 6 7 . 2 2 $ 09 7 - 1 - 1 0 4 - 0 0 - 0 2 5 4 1 D O V E R S T 8 5 4 . 0 3 $ 6 7 8 . 9 8 $ 6 5 7 . 7 3 $ 6 5 2 . 8 1 $ 6 4 5 . 6 7 $ 09 7 - 1 - 1 0 6 - 0 0 - 0 2 5 4 9 D O V E R S T 7 0 7 . 8 0 $ 5 3 9 . 8 9 $ 5 5 1 . 8 5 $ 5 4 9 . 1 8 $ 5 4 5 . 3 0 $ 09 7 - 1 - 1 0 7 - 0 0 - 0 2 5 5 3 D O V E R S T 9 3 2 . 7 0 $ 7 5 4 . 0 7 $ 7 8 7 . 6 4 $ 7 8 0 . 1 3 $ 7 6 9 . 2 2 $ 09 7 - 1 - 1 0 8 - 0 0 - 0 2 5 5 7 D O V E R S T 6 4 4 . 8 2 $ 5 2 6 . 8 4 $ 5 3 7 . 9 5 $ 5 3 5 . 4 7 $ 5 3 1 . 8 5 $ 09 7 - 1 - 1 1 3 - 0 0 - 0 2 5 7 5 D O V E R S T 6 4 4 . 4 7 $ 1 , 1 2 3 . 7 5 $ 1 , 1 9 5 . 6 7 $ 1 , 1 7 9 . 5 9 $ 1 , 1 5 6 . 2 2 $ 09 7 - 1 - 1 2 9 - 0 0 - 0 2 5 3 7 L Y M A N S T 9 1 1 . 0 5 $ 7 3 1 . 9 0 $ 7 6 6 . 5 5 $ 7 5 8 . 8 1 $ 7 4 7 . 5 4 $ 09 7 - 1 - 1 3 0 - 0 0 - 0 2 5 3 3 L Y M A N S T 9 1 1 . 0 5 $ 7 3 1 . 9 0 $ 7 6 6 . 5 5 $ 7 5 8 . 8 1 $ 7 4 7 . 5 4 $ 09 7 - 3 - 0 1 8 - 0 0 - 0 2 5 4 0 M I L E S S T 9 3 0 . 6 8 $ 7 5 2 . 1 0 $ 7 8 5 . 5 8 $ 7 7 8 . 1 0 $ 7 6 7 . 2 2 $ 09 7 - 3 - 0 2 0 - 0 0 - 0 2 5 3 7 M I L E S S T 7 4 7 . 5 2 $ 8 0 1 . 7 2 $ 8 1 1 . 5 4 $ 8 0 3 . 5 3 $ 7 9 1 . 8 8 $ 09 7 - 3 - 0 2 3 - 0 0 - 0 2 5 2 5 M I L E S S T 6 8 9 . 9 8 $ 5 2 3 . 2 2 $ 5 3 2 . 8 2 $ 5 3 0 . 6 8 $ 6 0 2 . 2 3 $ 09 7 - 4 - 0 7 4 - 0 0 - 0 2 5 5 0 D O V E R S T 6 7 7 . 2 8 $ 5 5 8 . 5 9 $ 5 7 1 . 1 3 $ 5 6 8 . 3 3 $ 5 6 4 . 2 4 $ 05 9 - 1 - 2 9 3 - 0 0 - 0 1 3 4 0 W R I G H T S B O R O $ 2 2 . 1 2 $ - - $ - $ - $ - $ - $ 05 9 - 1 - 0 1 1 - 0 0 - 0 1 2 4 9 T W E L F T H $ 7 3 . 0 0 $ - - $ - $ - $ - $ - $ 04 5 - 4 - 2 2 0 - 0 0 - 0 1 4 6 8 W R I G H T S B O R O $ 1 3 6 . 6 2 $ - - $ - $ - $ - $ - $ $2 3 1 . 7 4 $ - 13 , 2 8 4 . 9 1 $ 1 1 , 4 4 1 . 3 5 $ 1 1 , 8 3 2 . 2 3 $ 1 1 , 7 2 9 . 4 0 $ 1 1 , 6 5 4 . 4 8 $ Attachment number 1 Page 1 of 2 Item # 8 20 0 1 T O T A L T A X E S 33 1 . 1 4 $ 3 , 2 9 9 . 2 2 $ 16 2 . 4 3 $ 1 , 6 6 6 . 2 8 $ 47 8 . 2 2 $ 4 , 3 3 1 . 9 0 $ 45 0 . 0 4 $ 4 , 1 4 8 . 1 7 $ 47 1 . 1 2 $ 4 , 2 7 2 . 3 7 $ 51 0 . 2 2 $ 4 , 5 2 3 . 9 0 $ 39 8 . 7 7 $ 3 , 8 8 7 . 9 9 $ 30 7 . 2 7 $ 3 , 2 0 1 . 2 9 $ 51 2 . 1 2 $ 4 , 5 3 5 . 8 8 $ 29 4 . 5 6 $ 3 , 0 7 1 . 4 9 $ 86 5 . 3 2 $ 6 , 1 6 5 . 0 2 $ 48 9 . 5 0 $ 4 , 4 0 5 . 3 5 $ 48 9 . 5 0 $ 4 , 4 0 5 . 3 5 $ 51 0 . 2 2 $ 4 , 5 2 3 . 9 0 $ 53 2 . 7 8 $ 4 , 4 8 8 . 9 7 $ 35 9 . 8 9 $ 3 , 2 3 8 . 8 2 $ 32 5 . 7 0 $ 3 , 2 6 5 . 2 7 $ - $ 2 2 . 1 2 $ - $ 7 3 . 0 0 $ - $ 1 3 6 . 6 2 $ 7, 4 8 8 . 8 0 $ 6 7 , 6 6 2 . 9 1 $ Attachment number 1 Page 2 of 2 Item # 8 Finance Committee Meeting 9/29/2008 2:00 PM Medical & Dental Insurance Provider for 2009 Department:Human Resources Caption:Approve renewal of contract with BlueCross BlueShield of Georgia (BCBS) as Augusta’s Medical Insurance Provider and Delta Dental as Augusta’s Dental Insurance provider. Background:BlueCross BlueShield of Georgia is the current Medical & Dental Insurance Provider for Augusta and has been since April 1, 2006. A Request for Proposals (08-132) was advertised and reviewed by the Human Resources Department, the Procurement Department, Benalytics (Benefits Consulting Group) and the RFP Selection Committee. Analysis:The only medical insurance provider to submit a proposal that met all of the specifications of the RFP was BlueCross BlueShield of Georgia. There were three proposals accepted as dental insurance providers (BlueCross BlueShield of Georgia, Delta Dental and United Concordia). A detailed report of the RFP process and the results is attached. The report includes an explicit cost breakdown as well as additional features, like Wellness, that will be part of the new plan with BCBS. Financial Impact:The Medical Insurance Premium will not change for 2009. The Delta Insurance Premium is a decrease from our existing dental premium, saving Augusta $522,213 over the next three years. Alternatives:Do not approve renewing the contract with BlueCross BlueShield of Georgia as Augusta’s Medical Insurance Provider and Delta Dental as Augusta’s Dental Insurance provider. Recommendation:Approve renewal of contract with BlueCross BlueShield of Georgia as Augusta’s Medical Insurance Provider and Delta Dental as Augusta’s Dental Insurance provider. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Cover Memo Augusta-Richmond County Government 2008 Medical & Dental RFP Report Best & Final ReviewBest & Final Review September 3, 2008 Benalytics Consulting Group, LLC 1290 Kennestone Circle Suite A201 Marietta, GA 30066 (770) 420-0525 Attachment number 1Page 1 of 19 Report Contents • Executive Summary • Fully-Insured Medical Plans • Fully-Insured Medical Costs • Fully-Insured Medical Summary • Fully-Insured Dental Costs •Self-Funded Dental Costs 2 •Self-Funded Dental Costs • Conclusions Attachment number 1Page 2 of 19 Executive Summary • At the request of Augusta-Richmond County (Augusta), Benalytics has received follow-up information from Blue Cross Blue Shield for their proposed medical plan as well as best & final results from all dental vendors • BCBSGA was asked a series of questions as directed by Augusta. The results were as follows: – Request maximum out of pocket for HMO co-pays A Maximum Out-of-Pocket was requested and BCBS stated that in their POS Plans , “co-pays do not apply to the out-of–pocket maximum”. 3 Plans , “co-pays do not apply to the out-of–pocket maximum”. – Check the rates if the we slightly reduce the co-pays A $5 change in co-pay will require a 1.5% to 2.0% increase in the rates – Urgent Care We are currently in negotiations with University Prompt Care. We will aggressively continue our ongoing negotiations to establish this network in Augusta. – Wellness Program Funding BCBSGA will provide $30,000 per year for the next 2 plan years (totaling $60,000) to support Augusta’s Wellness initiatives through lunch & learns, educational sessions and incentives to wellness plan participants and contest winners. Attachment number 1Page 3 of 19 Executive Summary • All dental vendors were asked to provide best & final cost proposals so that they each would have one last opportunity to improve their pricing to the benefit of Augusta. The results were as follows: –BCBSGA reduced their rates by 10% –Delta Dental reduced their rates by 7.5% and added a 3rd year rate guarantee –United Concordia kept their rates the same and reduced their third year cap to 5% • Dental 3-year projected savings as a result of best & final pricing is as follows : 4 pricing is as follows : –BCBSGA savings is $368,457 –Delta Dental savings is $522,213 –United Concordia savings is $369,758 • Based on the best & final fully insured dental pricing and rate guarantees, we recommend that Augusta contract with Delta Dental • Delta Dental’s rates are guaranteed for 3-years and will save Augusta $500,000 over the next 3 plan years Attachment number 1Page 4 of 19 Medical 5 Medical Attachment number 1Page 5 of 19 Fully Insured Medical Plans • Augusta asked that Benalytics go back to Blue Cross Blue Shield and ask specific questions regarding their medical proposal • The questions and answers are as follows: 1. Request maximum out of pocket for HMO co-pays A Maximum Out-of-Pocket was requested and BCBS stated that in their POS Plans , “co-pays do not apply to the out-of–pocket maximum”. 2.Check the rates if the we slightly reduce the co-pays 6 2.Check the rates if the we slightly reduce the co-pays A $5 change in co-pay will require a 1.5% to 2.0% increase in the rates 3. Urgent Care We are currently in negotiations with University Prompt Care. We will aggressively continue our ongoing negotiations to establish this network in Augusta. 4. Wellness Program Funding BCBSGA will provide $30,000 per year for the next 2 plan years (totaling $60,000) to support Augusta’s wellness initiatives through lunch & learns, educational sessions and incentives to wellness plan participants and contest winners. Attachment number 1Page 6 of 19 Fully Insured Medical Plans • BCBSGA proposed to hold the current plan rates for 2009 on a fully-insured basis • We asked BCBSGA about further reductions in the proposed rates BCBSGA had already given the best rates possible utilizing Augusta’s claims experience. •We asked if Augusta could expect a large increase in 7 •We asked if Augusta could expect a large increase in 2010 as a result of keeping the rates the same in 2009 as they are in 2008 BCBSGA’s underwriters indicated that holding the rates was based on sound underwriting that it is not a case of BCBSGA buying the business in a competitive bid situation and requesting a large increase next year. • Based on Benalytics’ underwriting, it is more advantageous for Augusta to remain fully insured for 2009 given the no increase renewal proposed by BCBSGA Attachment number 1Page 7 of 19 Fully Insured Medical Plans • We asked BCBSGA about the differential in plan costs for the various plans offered by Augusta. Our review determined that the current rates do not reflect the true differential between the plans. BCBSGA’s response is as follows: HMO/POS differential - When we implemented this group, there was a 6% differential between the two plans. We simply mirrored the plan at United. Over the past couple of years, in order to contain cost, this group has made several 8 the past couple of years, in order to contain cost, this group has made several benefits changes. These changes have impacted the differential between the two plans. • During our discussions with the BCBSGA underwriter it was determined that the proposed “POS plan 3” cannot be offered as a fully-insured plan The requested “POS Plan 3” can only be offered on a self-funded basis • Medicare Advantage plan rates increased by 5.1% Attachment number 1Page 8 of 19 Fully Insured Medical Costs HMO Proposal (Plan 1) 2009 Plan Year Actives & Post 65 Retirees Census Current 2008 HMO Premiums Proposed 2009 HMO Premiums Plan 1 Single 853 $ 358.46 $ 358.46 Ee + 1 590 $ 716.93 $ 716.93 Family 612 $ 1,075.40 $ 1,075.40 2,055 $ 674.89 $ 674.89 9 Active Totals $ 16,642,799 $ 16,642,799 2009 Plan Year Pre 65 Retirees Census Current 2008 HMO Premiums Proposed 2009 HMO Premiums Single 16 $ 358.46 $ 358.46 Ee + 1 17 $ 716.93 $ 716.93 Family 9 $ 1,075.40 $ 1,075.40 42 $ 657.19 $ 657.19 Retiree Totals $ 331,221 $ 331,221 Combined Totals 2,097 $ 16,974,020 $ 16,974,020 Savings from Current $ - Attachment number 1Page 9 of 19 Fully Insured Medical Costs POS Proposal (Plan 2) 2009 Plan Year Actives & Post 65 Retirees Census Current 2008 POS Premiums Proposed 2009 POS Premiums Plan 2 Single 33 $ 358.14 $ 358.46 Ee + 1 32 $ 716.29 $ 716.93 Family 10 $ 1,074.43 $ 1,075.40 75 $ 606.46 $ 607.00 Active Totals $ 545,810 $ 546,299 10 2009 Plan Year Pre 65 Retirees Census Current 2008 POS Premiums Proposed 2009 POS Premiums Plan 2 Single 13 $ 358.14 $ 358.46 Ee + 1 8 $ 716.29 $ 716.93 Family 1 $ 1,074.43 $ 1,075.40 22 $ 520.94 $ 521.40 Retiree Totals $ 137,527 $ 137,650 Combined Totals 97 $ 683,337 $ 683,949 Savings from Current $ (612) Attachment number 1Page 10 of 19 Fully Insured Medical Costs POS Proposal (Plan 3) 2009 Plan Year Actives & Post 65 Retirees Census Current 2008 POS Premiums Proposed 2009 POS Premiums Plan 3 Single 33 $ 358.14 $ 336.95 Ee + 1 32 $ 716.29 $ 673.91 Family 10 $ 1,074.43 $ 1,010.88 75 $ 606.46 $ 570.58 Active Totals $ 545,810 $ 513,519 11 2009 Plan Year Pre 65 Retirees Census Current 2008 POS Premiums Proposed 2009 POS Premiums Plan 3 Single 13 $ 358.14 $ 358.46 Ee + 1 8 $ 716.29 $ 716.93 Family 1 $ 1,074.43 $ 1,075.40 22 $ 520.94 $ 521.40 Retiree Totals $ 137,527 $ 137,650 Combined Totals 97 $ 683,337 $ 651,169 Savings from Current $ 32,168 The above table is for illustrative purposes only. BCBSGA has been asked to provide a low cost plan design that may be offered along with the current HMO & POS plans. Attachment number 1Page 11 of 19 Fully Insured Medical Costs Medicare Advantage 2009 Plan Year Post 65 Retirees Census Current 2008 Medicare Advantage Premiums Proposed 2009 Medicare Advantage Premiums 12 Retiree 267 $ 168.87 $ 177.50 267 $ 168.87 $ 177.50 Retiree Totals $ 541,059 $ 568,710 Savings from Current $ (27,651) Attachment number 1Page 12 of 19 Fully Insured Medical Summary • The savings shown for each plan assumes all current participants enroll in each plan • Since we are recommending that Augusta remain fully-insured for at least another year and BCBSGA cannot offer the proposed POS plan 3 on a fully-insured basis, we have requested that BCBSGA give us a low cost plan design that may be offered along with the current plans on a fully-insured basis •BCBSGA’s proposed rates are the same for both HMO & POS 13 •BCBSGA’s proposed rates are the same for both HMO & POS plans. This arrangement does not show the true variation in plan design and utilization. We recommend that Augusta consider a move towards a strategy of more transparent plan pricing • Overall, BCBSGA has proposed no increase to the medical plan and a 5.1% increase to the Medicare Advantage Plan. We would recommend accepting the proposal as presented for 2009 Attachment number 1Page 13 of 19 Dental 14 Dental Attachment number 1Page 14 of 19 Fully Insured Dental Costs • BCBSGA • Incumbent vendor that knows Augusta and has been serving its employees since 2006 • Premium rates are guaranteed until 2011 • Matched current plan design • 3 year savings estimated at $368,000 • Delta Dental •Offered lowest cost proposal 15 •Offered lowest cost proposal • Premiums are guaranteed through 2011 • 3 year savings estimated at $520,000 • United Concordia • Offered the initial lowest cost proposal • Premiums are guaranteed through 2010 and a 5% rate cap for 2011 • 3 year savings estimated at $370,000 Attachment number 1Page 15 of 19 Fully Insured Dental Costs 2009 Plan Year Actives & Post 65 Retirees Census Projected 2009 Premiums* BCBSGA 2009 Delta Dental 2009 United Concordia 2009 Single 1,006 $ 19.50 $ 18.33 $ 17.26 $ 18.10 Ee + 1 649 $ 38.99 $ 36.66 $ 35.00 $ 36.19 Family 613 $ 58.48 $ 54.99 $ 52.49 $ 54.38 2,268 $ 35.61 $ 33.48 $ 31.86 $ 33.08 Active Totals $ 969,185 $ 911,294 $ 867,059 $ 900,370 2009 Plan Year Pre 65 Retirees Census Projected 2009 BCBSGA Delta Dental United Concordia 16 Pre 65 Retirees Census Projected 2009 Premiums* BCBSGA 2009 Dental 2009 Concordia 2009 Single 61 $ 25.35 $ 20.16 $ 17.26 $ 18.10 Ee + 1 54 $ 50.68 $ 40.33 $ 35.00 $ 36.19 Family 15 $ 76.03 $ 60.49 $ 52.49 $ 54.38 130 $ 41.72 $ 33.19 $ 28.69 $ 29.80 Active Totals $ 65,080 $ 51,779 $ 44,763 $ 46,489 Combined Totals $ 1,034,264 $ 963,073 $ 911,822 $ 946,859 Savings from Current $ 71,191 $ 122,442 $ 87,405 Rate Guarantee 3 Years 3 Years 2 Years Third Year Cap N/A N/A 5% Cap * Projected 2009 Premiums are based on a projection of Augusta’s dental claim and administration costs for the 2009 plan year. Attachment number 1Page 16 of 19 Fully-Insured Dental Costs Dental Plan Census Projected Costs* BCBSGA 2009 Delta Dental 2009 United Concordia 2009 Dental Plan Year 1 (2009) 2398 $ 1,034,264 $ 963,073 $ 911,822 $ 946,859 Dental Plan Year 2 (2010) 2398 $ 1,086,606 $ 963,073 $ 911,822 $ 946,859 Dental Plan Year 3 (2011) 2398 $ 1,136,807 $ 963,073 $ 911,822 $ 994,202 1st Year Savings 2398 $ 71,191 $ 122,442 $ 87,405 17 1st Year Savings 2398 $ 71,191 $ 122,442 $ 87,405 2nd Year Savings 2398 $ 123,533 $ 174,785 $ 139,747 3rd Year Savings 2398 $ 173,734 $ 224,986 $ 142,605 3 Year Savings 2398 $ 368,457 $ 522,213 $ 369,758 * Projected Costs are based on a projection of Augusta’s dental claim and administration costs for each of the next 3 plan years. Claims and administration cost were trended by 5% each year. Attachment number 1Page 17 of 19 Self-Funded Dental Costs • Augusta’s dental costs trended for each of the next 3 years will total $3,200,000 • Remaining fully-insured will save Augusta a total of $368,000 to $520,000 of the projected costs over the next 3 years • Based on the cost projections in this evaluation, it would not be to Augusta’s benefit to consider self-funding the 18 not be to Augusta’s benefit to consider self-funding the dental plan • We recommend that Augusta remain fully-insured for dental coverage over the next 3 years Attachment number 1Page 18 of 19 • The review of the medical proposals resulted in no increase for the current plans • Plan 3, as designed, is not a viable fully-insured option since BCBS is not filed to offered the plan on that funding basis. BCBS has provided other plan design for consideration • The Medicare Advantage plan costs have increased 5.1% for 2009 Conclusions 19 for 2009 • The dental vendor that has provided the top cost proposal is Delta Dental • Given the projected 3-year dental plan savings, we would recommend that Augusta contract with Delta Dental for fully-insured dental coverage for its employees Attachment number 1Page 19 of 19 Attachment number 2Page 1 of 1 Attachment number 2Page 1 of 1 Attachment number 3Page 1 of 7 Attachment number 3Page 2 of 7 Attachment number 3Page 3 of 7 Attachment number 3Page 4 of 7 Attachment number 3Page 5 of 7 Attachment number 3Page 6 of 7 Attachment number 3Page 7 of 7 Attachment number 4Page 1 of 2 Attachment number 4Page 2 of 2 BlueChoice Healthcare Plan GROUP MASTER CONTRACT Underwritten by Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. (Herein called BCBSHP) An Independent Licensee of the Blue Cross and Blue Shield Association IN CONSIDERATION of the Application made by The Group Applicant identified on the attached Group Master Application (Herein called the Applicant, Group, or employer) a copy of which is attached and made part of this Contract, and in consideration of payment by the Applicant of the required charges, Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. hereby agrees to provide for the Employees of the Applicant or Members of the Group, the benefits described in the Certificate Booklet beginning at 12:01 a.m. Eastern Standard Time on the Effective Date as shown on the attached Group Master Application, herein called the Effective Date, for an initial Contract period extending for one year unless otherwise designated on the attached Group Master Application and from year to year thereafter, unless this Contract is terminated as provided in the attached Group Master Application. The charges shall be due and payable by the Applicant in advance of the Effective Date and thereafter as provided herein. This Contract is issued and delivered in the State of Georgia, is subject to terms and provisions recited on subsequent pages hereof, the Group Master Application of the Applicant, the Certificate Booklet, the amendments, endorsements and riders, if any, and the notices of election of Employees of the Applicant indicating their participation in the coverage provided hereunder, all of which are a part of this Contract as fully as if recited over the signatures hereto affixed. IN WITNESS WHEREOF, Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. has caused this Contract to be signed. Caz Matthews President F-1681.780 11/2005 Attachment number 5Page 1 of 10 TABLE OF CONTENTS ARTICLE 1 CONTRACT AND BOOKLET................................................................................................... 1 ARTICLE 2 ELIGIBILITY............................................................................................................................... 1 ARTICLE 3 BENEFITS..................................................................................................................................... 1 ARTICLE 4 GENERAL PROVISIONS........................................................................................................... 2 ARTICLE 5 CONDITIONS UNDER WHICH BENEFITS SHALL BE RENDERED............................... 6 ARTICLE 6 TERMINATION OF COVERAGE............................................................................................ 7 ARTICLE 7 NOTICE.........................................................................................................................................8 ii F-1681.780 11/2005 Attachment number 5Page 2 of 10 ARTICLE 1 CONTRACT AND BOOKLET INTEGRITY 1.1 Contract and Booklet Wording Eligibility for coverage, Effective Dates for any Member, levels of benefit payments, exclusions, termination of coverage information and other pertinent data are listed in depth in the Certificate Booklet and Group Master Application. These are included and a part of the entire BlueChoice Healthcare Plan Group Master Contract. Those items listed only in the Certificate Booklet will be controlled by that document and all rights and obligations related thereto will be determined by its integrity, related internal procedures and medical policy documents. ARTICLE 2 ELIGIBILITY 2.1 Requirements Requirements for eligibility are shown in the Group Master Application, which is attached and is a part of this Contract. Any application- -new group Subscriber, supplemental application, or application for change of coverage--must be received and approved by BCBSHP before an Effective Date can be assigned. 2.2 Late Enrollees Late Enrollees (otherwise eligible Employees or Dependents who do not enroll when initially eligible, or within 31 days of a qualifying event entitling them to a special enrollment period) may enroll during the annual open enrollment period. The Certificate Booklet contains detailed information regarding this issue. 2.3 Notice of Status Change The Group must notify BCBSHP of changes in coverage status for all affected Members who change the type of coverage option. If the Group does not notify BCBSHP of such changes in coverage within 30 or 31 days, the Group agrees to repay BCBSHP for all claims payments legally incurred after a Member’s eligibility has changed. If any claim is submitted during the interim, BCBSHP will deduct the applicable Premium from any claim payment. ARTICLE 3 BENEFITS 3.1 Introduction The BlueChoice Healthcare Plan is a plan providing primary and referral health care services. Medical care is furnished by Network Providers, Physicians and specialists chosen by Members for primary and specialty care. The only exceptions to all services not being rendered by a Network Provider are: 1. when the service required for treatment of the covered condition is not available at a Network Hospital or from a Network Physician. In this case prior approval must be received from the BlueChoice Healthcare Plan Medical Director; or 2. when a Member needs life-threatening emergency care either inside or outside the service area. 3.2 Primary Care Physician Unless the Group chooses one of our Blue Direct or Open Access products on the Group Master Application, all Network care must be received from or coordinated through a Primary Care Physician (PCP). This is called PCP Referral. If a Member receives care without a PCP referral, the Member is responsible for paying all bills. These products allow flexibility for Network Physician access. With Blue Direct, all In- Network primary care must be received from a Primary Care Physician. A Member may access specialty care directly from a Network Specialist Physician; no PCP referral is needed. With Open Access, a Member may access both a Primary Care Physician and a Network Specialist Physician directly; no referral is needed. 1 F-1681.780 11/2005 Attachment number 5Page 3 of 10 ARTICLE 4 GENERAL PROVISIONS 4.1 Entire Contract and Changes This document, the Certificate Booklet, the Group Master Application, and any future changes, attachments or amendments will be the Entire Contract. No change in this Contract is valid unless signed by the President or an authorized officer of BCBSHP. No agent or employee of BCBSHP may change this Contract or declare any part of it invalid. 4.2 Applications for Enrollment Information will be furnished to BCBSHP for each Employee as follows: 1. Enrolling, new Members--Application for Coverage. 2. A prerequisite to eligibility for coverage is that the Employees submitting applications for coverage must have been continuously employed for the length of time stipulated in the Group Master Application. 3. If Employees do not elect coverage when first eligible to apply and later elect to apply for coverage, a health statement application must be submitted. A post- eligible (late entrant) application for family members also must be in the form of a health statement application. 4.3 Enrollment and Payment Procedures 1. The employer (Applicant) agrees that enrollment will be restricted to those on the employer’s payroll, and that each new Employee will be given an opportunity to apply for coverage at such time the Employee becomes eligible. Employees who do not elect to apply for coverage must submit a Waiver of Coverage form. 2. Further, the employer agrees to collect the amount of the Employee’s contribution, if any, by payroll deduction; and to pay on or before the due date to BCBSHP the employer’s contribution, if any, plus the Employee’s contribution, if any, which, when combined, amounts to the total monthly subscription charges. 3. There shall be an annual re-enrollment period that will precede the other carrier’s (if any) anniversary date by sixty (60) days. During this time, eligible Employees may transfer their membership from other carriers (if any) to BCBSHP. The Effective Date of these transfers and eligibility for coverage will be defined in the change form. 4.4 Subscription Charges 1. Initial charges shall be payable in advance of the Effective Date, and coverage shall not be in effect until such payment is received by BCBSHP. Subsequent charges shall be payable monthly on or before the due date designated on the Group Master Application. Except for the initial payment, a grace period of thirty- one (31) days beyond the due date shall be allowed for payment of charges due. BCBSHP reserves the right to refuse to accept any payment of charges after the expiration of the grace period. If the employer fails to pay such charges to BCBSHP within the grace period, the Group Master Contract automatically will be terminated as of the end of the grace period; however, the employer still shall be liable to BCBSHP in the amount of any claims paid on behalf of the Group after the due date, unless proper notice of termination has been given as provided below. 2. BCBSHP may change the monthly subscription charges whenever the benefits are changed by amendment, or as of any monthly due date upon giving sixty (60) days’ prior notice to the employer. BCBSHP may also change the monthly subscription charges when the enrollment falls below the minimum requirement agreed to in the Group Master Application or a significant enrollment change is made through acquisition of a subsidiary (ies), the Employees of which are to be added to this Group. 4.5 Certificate Booklets, Miscellaneous Forms and Notices 1. BCBSHP agrees to provide Employees a Certificate Booklet outlining the benefits. Such Certificate Booklet is an integral part of the Group Master Contract as stated above. 2 F-1681.780 11/2005 Attachment number 5Page 4 of 10 2. The employer agrees to receive, on behalf of its covered Employees, all notices, certificates and identification cards delivered by BCBSHP and to forward such materials to the persons involved. 3. Any notice shall be sufficient if given to the employer when addressed to its office, as stated in the Group Master Application; if given to BCBSHP when addressed to its office; or if given to an Employee, when addressed to the Employee either his or her address as it appears on his or her records at BCBSHP, or in care of the employer. 4. The Group Master Contract may be modified from time to time. BCBSHP will give the employer sixty (60) days’ notice prior to the Effective Date of any such change. 4.6 Effective Date of Coverage The Effective Date of Coverage is stated on the Group Master Application. The first Contract anniversary date is also stated on the Group Master Application; these two dates do not have to be separated by twelve (12) months. The Group Master Contract, if issued, shall remain in force unless terminated in accordance with the terms of this Contract. The due date shall be the first of each month. 4.7 Time Limit on Certain Defenses Two years after this Contract is issued, no fraudulent statements which might have been included on a Subscriber’s application can be used to void the Contract. Also, after these same two years no claim can be denied because of any fraudulent statement on this application. 4.8 Reinstatement If a Member’s coverage ends in any manner, that Member may be considered for reinstatement. 4.9 Unreasonable Fees If BCBSHP considers a fee unreasonable, it will determine a Customary Fee. Payment will be based on the Customary Fee. 4.10 Compliance with Given Provisions BCBSHP has the right to waive any part of this Contract for the benefit of the insured. This waiver in no way affects BCBSHP’s right to apply that part of the Contract in paying a future claim. 4.11 Contract Administration 1. For proper adjudication of claims under this Contract, it is agreed, and the Group and its Members consent, that all medical records involving any condition for which a claim is presented will be furnished at BCBSHP’s request, and all privileges with respect to such information are waived. The Group and its Members agree to participate and cooperate with BCBSHP in any pre-admission, concurrent or other medical review activity at any Hospital or medical facility as BCBSHP deems appropriate. This information will be kept confidential to the extent provided by law. Payment will not be provided where sufficient information cannot be obtained to properly adjudicate a claim. 2. Any person or entity having information about an illness or Injury for which benefits are claimed may give BCBSHP at its request, any information (including copies of records) about the illness or Injury. In addition, BCBSHP may with the Member’s written consent give any person or entity similar information at their request if they are providing similar benefits. 3. In making a decision on claims involving payment for services or supplies or days of care that are determined by BCBSHP to be medically unnecessary, BCBSHP reserves the right to obtain advisory opinions from Physician consultants in the appropriate specialty under consideration prior to reaching a decision. On reconsideration of denied Medical Necessity claims, BCBSHP further reserves the right to refer such cases to an appropriate peer review committee for an advisory opinion before BCBSHP renders its final determination on such claims. 4.12 Employer Declaration The employer submits eligibility and group health profile information with the Group Master Application. The employer understands that the information on such forms will be used by BCBSHP to evaluate the actuarial risk of the Group and any coverage which may be issued can be rescinded for the 3 F-1681.780 11/2005 Attachment number 5Page 5 of 10 entire Group if this information is incomplete, misleading or inaccurate. 4.13 Refunds Refunds with respect to a Group’s request, based on circumstances including, but not limited to, retroactive terminations of Employees from the Group, will be limited to a maximum period of three months. Any eligible refunds for the Employee’s coverage will be sent to the Group. 4.14 Unpaid Premium Upon the payment of a claim under this Contract, any Premiums then due and unpaid or covered by any note or written order, may be deducted from that claim payment. 4.15 Applicable Law This Contract is governed by the laws and regulations of the State of Georgia. Nothing in this Contract shall be construed so as to be in violation of any federal or state law or regulation. In the event of state or federally mandated benefits, BCBSHP reserves the right to change the subscription charges (rates) with sixty (60) days’ prior notice. 4.16 Right of Recovery When any payment for Covered Services has been made by BCBSHP in an amount that exceeds the maximum benefits available for such services under the Contract, or whenever payment has been made in error by BCBSHP for Non-Covered Services, BCBSHP shall have the right to recover such payment from the Member or, if applicable, the provider of Covered Services. 4.17 Limitation of Actions No lawsuit may be filed by a Member to recover benefits on a claim made under this Contract unless commenced at least sixty (60) days after filing a claim. A Member cannot file any legal action after three (3) years from the date of filing a claim. 4.18 Right to Audit BCBSHP reserves the right to audit a Group’s Employee roster to verify enrollment participation and eligibility requirements. 4.19 Non-Duplication As a condition precedent to the issuance of this Group Master Contract, the employer agreed that other similar Group coverage for Hospital and/or Physician services, if any, which was in effect, would be cancelled on or prior to the Effective Date of this Group Master Contract, and no other group coverage providing benefits for Hospital and/or Physician services would be adopted by the employer during the period of this Contract. In the event the employer adopts such other coverage, the employer will terminate this Contract by giving sixty (60) days’ written notice prior to the Effective Date of the new coverage, except when such other coverage will not duplicate benefits already provided by BCBSHP. After notice by the employer, BCBSHP, at its discretion, may waive this restriction. Such waiver will be in writing and must be signed by the President of BCBSHP. 4.20 Licensed Controlled Affiliate The Group on behalf of itself and its Members hereby expressly acknowledges its understanding this policy constitutes a Contract solely between the Group and BCBSHP, which is an independent corporation operating under a license from the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans (the Association), permitting Blue Cross and Blue Shield of Georgia, Inc. to use the Blue Cross and Blue Shield Service Marks in the state of Georgia, and that BCBSHP is not contracting as the agent of the Association. The Group further acknowledges and agrees that it has not entered into this Contract based upon representations by any person other than BCBSHP and that no person, entity, or organization other than BCBSHP shall be held accountable or liable to the Group for any of BCBSHP’s obligation to the Member created under this Contract. This paragraph shall not create any additional obligations whatsoever on the part of BCBSHP other than those obligations created under other provisions of this agreement. 4 F-1681.780 11/2005 Attachment number 5Page 6 of 10 4.21 Calculation of Coinsurance and Other Subscriber Liability The calculation of Member liability for Covered Services for claims incurred outside of Georgia and processed through the Program typically will be at the lower of the provider’s actual billed charges or the negotiated rate BCBSHP pays the on-site Blue Cross and/or Blue Shield Plan. The methods employed by a Host Blue to determine a negotiated price will vary among Host Blues based on the terms of each Host Blue’s provider contracts. The negotiated price paid to a Host Blue by BCBSHP on a claim for health care services processed through BlueCard may represent: Often this “negotiated price” will consist of a simple discount. But sometimes it is an estimated final price that factors in expected settlements or other non-claims transactions with a health care provider or with a specific group of providers. The negotiated price may also be a discount from billed charges that reflects average expected savings. The estimated or average price may be adjusted in the future to correct for over-or underestimation of past prices. In addition, statutes require Blue Cross and/or Blue Shield Plans in a small number of states to use a basis for calculating Member liability for Covered Services that does not reflect the entire savings realized on a particular claim. Thus, when your Members received Covered Services in these states, their Member liability for Covered Services will be calculated using these states’ statutory methods. Like all Blue Cross and Blue Shield Licensees, BCBSHP participates in a program called “BlueCard.” Whenever Members access health care services outside the geographic area BCBSHP serves, the claim for those services may be processed through BlueCard and presented to BCBSHP for payment in conformity with network access rules of the BlueCard Policies then in effect (“Policies”). Under BlueCard, when Members receive covered health care services within the geographic area served by an on-site Blue Cross and/or Blue Shield Licensee (“Host Blue”), BCBSHP will remain responsible to the Group for fulfilling BCBSHP’s contract obligations. However, the Host Blue will only be responsible, in accordance with applicable BlueCard Policies, if any, for providing such services as contracting with its Participating Providers, handling all interaction with its Participating Providers, and providing some managed care services. The financial terms of BlueCard are described generally below. 4.22 Liability Calculation Method Per Claim The calculation of the Member liability on claims for covered health care services incurred outside the geographic area BCBSHP serves and processed through BlueCard will be based on the lower of the provider's billed charges or the negotiated price BCBSHP pays the Host Blue. (i) the actual price paid on the claim by the Host Blue to the health care provider (“Actual Price”), or (ii) an estimated price, determined by the Host Blue in accordance with BlueCard Policies, based on the Actual Price increased or reduced to reflect aggregate payments expected to result from settlements, withholds, any other contingent payment arrangements and non-claims transactions with all of the Host Blue’s health care providers or one or more particular providers (“Estimated Price”), or (iii) an average price, determined by the Host Blue in accordance with BlueCard Policies, based on a billed charges discount representing the Host Blue’s average savings expected after settlements, withholds, any other contingent payment arrangements and non-claims transactions for all of its providers or for a specified group of providers (“Average Price”). An Average Price may result in greater variation to the Member and to the Group from the Actual Price than would an Estimated Price. Host Blues using either the Estimated Price or an Average Price will, in accordance with BlueCard Policies, prospectively increase or reduce the Estimated Price or Average Price to correct for over- or underestimation of past prices. However, the amount paid by the Member is a final price and will not be affected by such prospective adjustment. 5 F-1681.780 11/2005 Attachment number 5Page 7 of 10 Statutes in a small number of states may require a Host Blue either (1) to use a basis for calculating the Member liability for covered health care services that does not reflect the entire savings realized, or expected to be realized, on a particular claim or (2) to add a surcharge. Should any state statutes mandate liability calculation methods that differ from the negotiated price methodology or require a surcharge, the Host Blue would then calculate the Member liability for any covered health care services consistent with the applicable state statute in effect at the time the Member received those services. 4.23 Return of Overpayments Under BlueCard, recoveries from a Host Blue or from Participating Providers of a Host Blue can arise in several ways, including, but not limited to, anti-fraud and abuse audits, provider/hospital audits, credit balance audits, Utilization Review refunds, and unsolicited refunds. In some cases, the Host Blue will engage third parties to assist in discovery or collection of recovery amounts. The fees of such a third party are netted against the recovery. Recovery amounts, net of fees, if any, will be applied in accordance with applicable BlueCard Policies, which generally require correction on a claim-by-claim or prospective basis. 4.24 Determinations of Covered Health Care Services If BCBSHP, or if the applicable Group, determines that health care services are covered, or the Group’s medical plan covers the health care services, coverage of those health care services cannot be denied based on the Host Blue’s network protocols. However, under BlueCard, the Member cannot be denied coverage of health care services received outside of the geographic area BCBSHP serves if the health care services (i) are covered by the network protocols of the Host Blue; and (ii) are not specifically limited or excluded by the Group’s medical plan document. ARTICLE 5 CONDITIONS UNDER WHICH BENEFITS SHALL BE RENDERED 5.1 Hospital Inpatient Benefits 1. Hospital Inpatient Benefits are available only if a Member is admitted as a bed patient to a Hospital on the order of a licensed Primary Care Physician. The Member must be under the care of this Physician. The Primary Care Physician must be on the staff of, or acceptable to, the Hospital at which the Member is a patient. 2. The service which the Member receives at a Hospital is subject to all the rules and regulations of the Hospital selected. Such rules also control admission policies. 5.2 Right to Receive Necessary Information BCBSHP has the right to receive any information necessary in order to determine how much to pay on any claims submitted by a Hospital, Physician, or an individual Member. BCBSHP agrees to hold all such material confidential. 6 F-1681.780 11/2005 Attachment number 5Page 8 of 10 ARTICLE 6 TERMINATION OF COVERAGE 1. Initial charges shall be payable in advance of the Effective Date, and coverage shall not be in effect until such payment is received by BCBSHP. Subsequent charges shall be payable monthly on or before the due date designated in the attached Group Master Application. (The due date is the date on or before which all subscription charges must be received.) Grace Period. If the Group has not given written notice to BCBSHP this Contract is to be terminated, a Grace Period of thirty-one (31) days, during which this Contract shall remain in effect, will be allowed for the payment of any subscription charges due after the due date. If no subscription charges are paid within the Grace Period, this Contract will automatically terminate without further notice effective as of the end of the Grace Period; after termination, the Group shall continue to be liable for all unpaid subscription charges due through and including the Grace Period. If written notice is given by the Group to BCBSHP during the Grace Period that this Contract is to be terminated, then termination shall be effective immediately and the Group shall be liable to BCBSHP only for a pro rata amount for the portion of the month prior to the receipt of such notice by BCBSHP. 2. If the Group does not pay the subscription charges for a Member by the end of the Grace Period, that Member’s coverage ends automatically at the end of the Grace Period. No benefits for such a Member or covered family members will be paid after this date unless the insured person is on an existing continuing claim. Any Premium due for a Member shall be deducted from any Member’s claim paid during the Grace Period. 3. If a Subscriber loses eligibility by no longer being a member of a particular subclass within the Group, that Subscriber’s coverage ceases automatically as of the end of the period for which current subscription charges have been paid. Coverage also ends for all other family members covered under this Subscriber’s certificate of coverage. 4. If this Group ends (or cancels) this Contract for any reason, coverage for all Members ends automatically as of the cancellation date. No benefits will be paid after this date, except as provided under Extension of Benefits or Extended Benefits. 5. The Group may cancel this Contract by giving written notice to BCBSHP at least sixty (60) days in advance. Coverage for all Subscribers ends automatically as of the cancellation date. Note: None of the above shall prejudice an existing claim. 6. Termination of Coverage (Group) BCBSHP may cancel this Contract on the renewal date in the event of any of the following: 1. The Group fails to pay premiums in accordance with the terms of this Contract. 2. The Group performs an act or practice that constitutes fraud or intentional misrepresentation of material fact in applying for or procuring coverage. 3. The Group has fallen below our minimum employer contribution or group participation rules. We will submit a written notice to the Group and provide the Group 60 days to comply with these rules. 4. We terminate, cancel or non-renew all coverage under a particular policy form, provided that: xWe provide at least 180 days notice of the termination of the policy form to all Members; xWe offer the Group all other small group (employer) or large group (employer) policies, depending on the size of the Group, currently being offered or renewed by us for which you are otherwise eligible; and xWe act uniformly without regard to the claims experience or any health status related factor of the individuals insured or eligible to be insured. 7 F-1681.780 11/2005 Attachment number 5Page 9 of 10 ARTICLE 7 NOTICE Change Notification -Members Members may notify BCBSHP of any changes which would affect coverage at BCBSHP’s office: Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. Post Office Box 9907 Columbus, Georgia 31908 Change Notification -BCBSHP BCBSHP may notify Members of any changes at the Member’s address as it appears in BCBSHP’s records. Please notify BCBSHP when a change of address occurs. 8 F-1681.780 11/2005 Attachment number 5Page 10 of 10 BlueChoice Option GROUP MASTER CONTRACT Underwritten by Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. (Herein called BCBSHP) An Independent Licensee of the Blue Cross and Blue Shield Association IN CONSIDERATION of the Application made by The Group Applicant identified on the attached Group Master Application (Herein called the Applicant, Group, or employer) a copy of which is attached and made part of this Contract, and in consideration of payment by the Applicant of the required charges, Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. hereby agrees to provide for the Employees of the Applicant or Members of the Group, the benefits described in the Certificate Booklet beginning at 12:01 a.m. Eastern Standard Time on the Effective Date as shown on the attached Group Master Application, herein called the Effective Date, for an initial Contract period extending for one year unless otherwise designated on the attached Group Master Application and from year to year thereafter, unless this Contract is terminated as provided in the attached Group Master Application. The charges shall be due and payable by the Applicant in advance of the Effective Date and thereafter as provided herein. This Contract is issued and delivered in the State of Georgia, is subject to terms and provisions recited on subsequent pages hereof, the Group Master Application of the Applicant, the Certificate Booklet, the amendments, endorsements and riders, if any, and the notices of election of Employees of the Applicant indicating their participation in the coverage provided hereunder, all of which are a part of this Contract as fully as if recited over the signatures hereto affixed. IN WITNESS WHEREOF, Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. has caused this Contract to be signed. Caz Matthews President F-1681.770 11/2005 Attachment number 6Page 1 of 10 TABLE OF CONTENTS ARTICLE 1 CONTRACT AND BOOKLET................................................................................................... 1 ARTICLE 2 ELIGIBILITY............................................................................................................................... 1 ARTICLE 3 BENEFITS..................................................................................................................................... 1 ARTICLE 4 GENERAL PROVISIONS........................................................................................................... 2 ARTICLE 5 CONDITIONS UNDER WHICH BENEFITS SHALL BE RENDERED............................... 6 ARTICLE 6 TERMINATION OF COVERAGE............................................................................................ 7 ARTICLE 7 NOTICE......................................................................................................................................... 8 ii F-1681.770 11/2005 Attachment number 6Page 2 of 10 ARTICLE 1 CONTRACT AND BOOKLET INTEGRITY 1.1 Contract and Booklet Wording Eligibility for coverage, Effective Dates for any Member, levels of benefit payments, exclusions, termination of coverage information and other pertinent data are listed in depth in the Certificate Booklet and Group Master Application. These are included and a part of the entire BlueChoice Option Group Master Contract. Those items listed only in the Certificate Booklet will be controlled by that document and all rights and obligations related thereto will be determined by its integrity, related internal procedures and medical policy documents. ARTICLE 2 ELIGIBILITY 2.1 Requirements Requirements for eligibility are shown in the Group Master Application, which is attached and is a part of this Contract. Any application- -new group Subscriber, supplemental application, or application for change of coverage--must be received and approved by BCBSHP before an Effective Date can be assigned. 2.2 Late Enrollees Late Enrollees (otherwise eligible Employees or Dependents who do not enroll when initially eligible, or within 31 days of a qualifying event entitling them to a special enrollment period) may enroll during the annual open enrollment period. The Certificate Booklet contains detailed information regarding this issue. 2.3 Notice of Status Change The Group must notify BCBSHP of changes in coverage status for all affected Members who change the type of coverage option. If the Group does not notify BCBSHP of such changes in coverage within 30 or 31 days, the Group agrees to repay BCBSHP for all claims payments legally incurred after a Member’s eligibility has changed. If any claim is submitted during the interim, BCBSHP will deduct the applicable Premium from any claim payment. ARTICLE 3 BENEFITS 3.1 Introduction BlueChoice Option is a point-of-service plan providing primary and referral health care services. Medical care is furnished by Network Providers, Physicians and specialists chosen by Members for primary and specialty care. Benefits are higher when care is provided by In-Network Providers. The only exceptions to all services not being rendered by a Network Provider are: 1. when the service required for treatment of the covered condition is not available at a Network Hospital or from a Network Physician. In this case prior approval must be received from the BCBSHP Medical Director; 2. when a Member needs life-threatening emergency care either inside or outside the service area; or 3. when a Member decides to use an Out-of- Network Provider for a particular service. 3.2 Primary Care Physician Unless the Group chooses one of our Blue Direct or Open Access products on the Group Master Application, all Network care must be received from or coordinated through a Primary Care Physician (PCP). This is called PCP Referral. If a Member receives care without a PCP referral, the Member is responsible for paying all bills. These products allow flexibility for Network Physician access. With Blue Direct, all In- Network primary care must be received from a Primary Care Physician. A Member may access specialty care directly from a Network Specialist Physician; no PCP referral is needed. With Open Access, a Member may access both a Primary Care Physician and a Network Specialist Physician directly; no referral is needed. 1 F-1681.770 11/2005 Attachment number 6Page 3 of 10 ARTICLE 4 GENERAL PROVISIONS 4.1 Entire Contract and Changes This document, the Certificate Booklet, the Group Master Application, and any future changes, attachments or amendments will be the Entire Contract. No change in this Contract is valid unless signed by the President or an authorized officer of BCBSHP. No agent or employee of BCBSHP may change this Contract or declare any part of it invalid. 4.2 Applications for Enrollment Information will be furnished to BCBSHP for each Employee as follows: 1. Enrolling, new Members--Application for Coverage. 2. A prerequisite to eligibility for coverage is that the Employees submitting applications for coverage must have been continuously employed for the length of time stipulated in the Group Master Application. 3. If Employees do not elect coverage when first eligible to apply and later elect to apply for coverage, a health statement application must be submitted. A post- eligible (late entrant) application for family members also must be in the form of a health statement application. 4.3 Enrollment and Payment Procedures 1. The employer (Applicant) agrees that enrollment will be restricted to those on the employer’s payroll, and that each new Employee will be given an opportunity to apply for coverage at such time the Employee becomes eligible. Employees who do not elect to apply for coverage must submit a Waiver of Coverage form. 2. Further, the employer agrees to collect the amount of the Employee’s contribution, if any, by payroll deduction; and to pay on or before the due date to BCBSHP the employer’s contribution, if any, plus the Employee’s contribution, if any, which, when combined, amounts to the total monthly subscription charges. 3. There shall be an annual re-enrollment period that will precede the other carrier’s (if any) anniversary date by sixty (60) days. During this time, eligible Employees may transfer their membership from other carriers (if any) to BCBSHP. The Effective Date of these transfers and eligibility for coverage will be defined in the change form. 4.4 Subscription Charges 1. Initial charges shall be payable in advance of the Effective Date, and coverage shall not be in effect until such payment is received by BCBSHP. Subsequent charges shall be payable monthly on or before the due date designated on the Group Master Application. Except for the initial payment, a grace period of thirty- one (31) days beyond the due date shall be allowed for payment of charges due. BCBSHP reserves the right to refuse to accept any payment of charges after the expiration of the grace period. If the employer fails to pay such charges to BCBSHP within the grace period, the Group Master Contract automatically will be terminated as of the end of the grace period; however, the employer still shall be liable to BCBSHP in the amount of any claims paid on behalf of the Group after the due date, unless proper notice of termination has been given as provided below. 2. BCBSHP may change the monthly subscription charges whenever the benefits are changed by amendment, or as of any monthly due date upon giving sixty (60) days’ prior notice to the employer. BCBSHP may also change the monthly subscription charges when the enrollment falls below the minimum requirement agreed to in the Group Master Application or a significant enrollment change is made through acquisition of a subsidiary (ies), the Employees of which are to be added to this Group. 4.5 Certificate Booklets, Miscellaneous Forms and Notices 1. BCBSHP agrees to provide Employees a Certificate Booklet outlining the benefits. Such Certificate Booklet is an integral part of the Group Master Contract as stated above. 2. The employer agrees to receive, on behalf of its covered Employees, all notices, certificates and identification cards 2 F-1681.770 11/2005 Attachment number 6Page 4 of 10 delivered by BCBSHP and to forward such materials to the persons involved. 3. Any notice shall be sufficient if given to the employer when addressed to its office, as stated in the Group Master Application; if given to BCBSHP when addressed to its office; or if given to an Employee, when addressed to the Employee either his or her address as it appears on his or her records at BCBSHP, or in care of the employer. 4. The Group Master Contract may be modified from time to time. BCBSHP will give the employer sixty (60) days’ notice prior to the Effective Date of any such change. 4.6 Effective Date of Coverage The Effective Date of Coverage is stated on the Group Master Application. The first Contract anniversary date is also stated on the Group Master Application; these two dates do not have to be separated by twelve (12) months. The Group Master Contract, if issued, shall remain in force unless terminated in accordance with the terms of this Contract. The due date shall be the first of each month. 4.7 Time Limit on Certain Defenses Two years after this Contract is issued, no fraudulent statements which might have been included on a Subscriber’s application can be used to void the Contract. Also, after these same two years no claim can be denied because of any fraudulent statement on this application. 4.8 Reinstatement If a Member’s coverage ends in any manner, that Member may be considered for reinstatement. 4.9 Physical Examinations If a Member has submitted a claim and BCBSHP needs more health information, BCBSHP can require a physical examination as often as is reasonably necessary. BCBSHP would pay the cost of any such examination. 4.10 Unreasonable Fees If BCBSHP considers a fee unreasonable, it will determine a Customary Fee. Payment will be based on the Customary Fee. 4.11 Compliance with Given Provisions BCBSHP has the right to waive any part of this Contract for the benefit of the insured. This waiver in no way affects BCBSHP’s right to apply that part of the Contract in paying a future claim. 4.12 Contract Administration 1. For proper adjudication of claims under this Contract, it is agreed, and the Group and its Members consent, that all medical records involving any condition for which a claim is presented will be furnished at BCBSHP’s request, and all privileges with respect to such information are waived. The Group and its Members agree to participate and cooperate with BCBSHP in any pre-admission, concurrent or other medical review activity at any Hospital or medical facility as BCBSHP deems appropriate. This information will be kept confidential to the extent provided by law. Payment will not be provided where sufficient information cannot be obtained to properly adjudicate a claim. 2. Any person or entity having information about an illness or Injury for which benefits are claimed may give BCBSHP at its request, any information (including copies of records) about the illness or Injury. In addition, BCBSHP may with the Member’s written consent give any person or entity similar information at their request if they are providing similar benefits. 3. In making a decision on claims involving payment for services or supplies or days of care that are determined by BCBSHP to be medically unnecessary, BCBSHP reserves the right to obtain advisory opinions from Physician consultants in the appropriate specialty under consideration prior to reaching a decision. On reconsideration of denied Medical Necessity claims, BCBSHP further reserves the right to refer such cases to an appropriate peer review committee for an advisory opinion before BCBSHP renders its final determination on such claims. 4.13 Employer Declaration The employer submits eligibility and group health profile information with the Group Master Application. The employer understands that the information on such forms 3 F-1681.770 11/2005 Attachment number 6Page 5 of 10 will be used by BCBSHP to evaluate the actuarial risk of the Group and any coverage which may be issued can be rescinded for the entire Group if this information is incomplete, misleading or inaccurate. 4.14 Refunds Refunds with respect to a Group’s request, based on circumstances including, but not limited to, retroactive terminations of Employees from the Group, will be limited to a maximum period of three months. Any eligible refunds for the Employee’s coverage will be sent to the Group. 4.15 Unpaid Premium Upon the payment of a claim under this Contract, any Premiums then due and unpaid or covered by any note or written order, may be deducted from that claim payment. 4.16 Applicable Law This Contract is governed by the laws and regulations of the State of Georgia. Nothing in this Contract shall be construed so as to be in violation of any federal or state law or regulation. In the event of state or federally mandated benefits, BCBSHP reserves the right to change the subscription charges (rates) with sixty (60) days’ prior notice. 4.17 Right of Recovery When any payment for Covered Services has been made by BCBSHP in an amount that exceeds the maximum benefits available for such services under the Contract, or whenever payment has been made in error by BCBSHP for Non-Covered Services, BCBSHP shall have the right to recover such payment from the Member or, if applicable, the provider of Covered Services. 4.18 Limitation of Actions No lawsuit may be filed by a Member to recover benefits on a claim made under this Contract unless commenced at least sixty (60) days after filing a claim. A Member cannot file any legal action after three (3) years from the date of filing a claim. 4.19 Right to Audit BCBSHP reserves the right to audit a Group’s Employee roster to verify enrollment participation and eligibility requirements. 4.20 Non-Duplication As a condition precedent to the issuance of this Group Master Contract, the employer agreed that other similar Group coverage for Hospital and/or Physician services, if any, which was in effect, would be cancelled on or prior to the Effective Date of this Group Master Contract, and no other Group coverage providing benefits for Hospital and/or Physician services would be adopted by the employer during the period of this Contract. In the event the employer adopts such other coverage, the employer will terminate this Contract by giving sixty (60) days’ written notice prior to the Effective Date of the new coverage, except when such other coverage will not duplicate benefits already provided by BCBSHP. After notice by the employer, BCBSHP, at its discretion, may waive this restriction. Such waiver will be in writing and must be signed by the President of BCBSHP. 4.21 Licensed Controlled Affiliate The Group on behalf of itself and its Members hereby expressly acknowledges its understanding this policy constitutes a Contract solely between the Group and BCBSHP, which is an independent corporation operating under a license from the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans (the Association), permitting Blue Cross and Blue Shield of Georgia, Inc. to use the Blue Cross and Blue Shield Service Marks in the state of Georgia, and that BCBSHP is not contracting as the agent of the Association. The Group further acknowledges and agrees that it has not entered into this Contract based upon representations by any person other than BCBSHP and that no person, entity, or organization other than BCBSHP shall be held accountable or liable to the Group for any of BCBSHP’s obligation to the Member created under this Contract. This paragraph shall not create any additional obligations whatsoever on the part of BCBSHP other than those obligations created under other provisions of this agreement. 4 F-1681.770 11/2005 Attachment number 6Page 6 of 10 4.22 Calculation of Coinsurance and Other Subscriber Liability The calculation of Member liability for Covered Services for claims incurred outside of Georgia and processed through the Program typically will be at the lower of the provider’s actual billed charges or the negotiated rate BCBSHP pays the on-site Blue Cross and/or Blue Shield Plan. The calculation of the Member liability on claims for covered health care services incurred outside the geographic area BCBSHP serves and processed through BlueCard will be based on the lower of the provider's billed charges or the negotiated price BCBSHP pays the Host Blue. Often this “negotiated price” will consist of a simple discount. But sometimes it is an estimated final price that factors in expected settlements or other non-claims transactions with a health care provider or with a specific group of providers. The negotiated price may also be a discount from billed charges that reflects average expected savings. The estimated or average price may be adjusted in the future to correct for over-or underestimation of past prices. In addition, statutes require Blue Cross and/or Blue Shield Plans in a small number of states to use a basis for calculating Member liability for Covered Services that does not reflect the entire savings realized on a particular claim. Thus, when your Members received Covered Services in these states, their Member liability for Covered Services will be calculated using these states’ statutory methods. Like all Blue Cross and Blue Shield Licensees, BCBSGA participates in a program called “BlueCard.” Whenever Members access health care services outside the geographic area BCBSHP serves, the claim for those services may be processed through BlueCard and presented to BCBSHP for payment in conformity with network access rules of the BlueCard Policies then in effect (“Policies”). Under BlueCard, when Members receive covered health care services within the geographic area served by an on-site Blue Cross and/or Blue Shield Licensee (“Host Blue”), BCBSHP will remain responsible to the Group for fulfilling BCBSHP’s contract obligations. However, the Host Blue will only be responsible, in accordance with applicable BlueCard Policies, if any, for providing such services as contracting with its Participating Providers, handling all interaction with its Participating Providers, and providing some managed care services. The financial terms of BlueCard are described generally below. 4.23 Liability Calculation Method Per Claim The methods employed by a Host Blue to determine a negotiated price will vary among Host Blues based on the terms of each Host Blue’s provider contracts. The negotiated price paid to a Host Blue by BCBSHP on a claim for health care services processed through BlueCard may represent: (i) the actual price paid on the claim by the Host Blue to the health care provider (“Actual Price”), or (ii) an estimated price, determined by the Host Blue in accordance with BlueCard Policies, based on the Actual Price increased or reduced to reflect aggregate payments expected to result from settlements, withholds, any other contingent payment arrangements and non-claims transactions with all of the Host Blue’s health care providers or one or more particular providers (“Estimated Price”), or (iii) an average price, determined by the Host Blue in accordance with BlueCard Policies, based on a billed charges discount representing the Host Blue’s average savings expected after settlements, withholds, any other contingent payment arrangements and non-claims transactions for all of its providers or for a specified group of providers (“Average Price”). An Average Price may result in greater variation to the Member and to the Group from the Actual Price than would an Estimated Price. Host Blues using either the Estimated Price or an Average Price will, in accordance with BlueCard Policies, prospectively increase or reduce the Estimated Price or Average Price to correct for over- or underestimation of past prices. 5 F-1681.770 11/2005 Attachment number 6Page 7 of 10 However, the amount paid by the Member is a final price and will not be affected by such prospective adjustment. Statutes in a small number of states may require a Host Blue either (1) to use a basis for calculating the Member liability for covered health care services that does not reflect the entire savings realized, or expected to be realized, on a particular claim or (2) to add a surcharge. Should any state statutes mandate liability calculation methods that differ from the negotiated price methodology or require a surcharge, the Host Blue would then calculate the Member liability for any covered health care services consistent with the applicable state statute in effect at the time the Member received those services. 4.24 Return of Overpayments Under BlueCard, recoveries from a Host Blue or from Participating Providers of a Host Blue can arise in several ways, including, but not limited to, anti-fraud and abuse audits, provider/hospital audits, credit balance audits, Utilization Review refunds, and unsolicited refunds. In some cases, the Host Blue will engage third parties to assist in discovery or collection of recovery amounts. The fees of such a third party are netted against the recovery. Recovery amounts, net of fees, if any, will be applied in accordance with applicable BlueCard Policies, which generally require correction on a claim-by-claim or prospective basis. 4.25 Determinations of Covered Health Care Services If BCBSHP, or if the applicable Group, determines that health care services are covered, or the Group’s medical plan covers the health care services, coverage of those health care services cannot be denied based on the Host Blue’s network protocols. However, under BlueCard, the Member cannot be denied coverage of health care services received outside of the geographic area BCBSHP serves if the health care services (i) are covered by the network protocols of the Host Blue; and (ii) are not specifically limited or excluded by the Group’s medical plan document. ARTICLE 5 CONDITIONS UNDER WHICH BENEFITS SHALL BE RENDERED 5.1 Hospital Inpatient Benefits 1. Hospital Inpatient Benefits are available only if a Member is admitted as a bed patient to a Hospital on the order of a licensed Physician. The Member must be under the care of this Physician. The Physician must be on the staff of, or acceptable to, the Hospital at which the Member is a patient. 2. The service which the Member receives at a Hospital is subject to all the rules and regulations of the Hospital selected. Such rules also control admission policies. 3. A Member can choose any legally constituted and approved Hospital for care. However, BCBSHP does not guarantee that any particular service or type of room will be available even if requested by the Physician. 5.2 Physician Availability A Member may go to any Physician. BCBSHP does not guarantee that any particular Physician will be available. 5.3 Right to Receive Necessary Information BCBSHP has the right to receive any information necessary in order to determine how much to pay on any claims submitted by a Hospital, Physician, or an individual Member. BCBSHP agrees to hold all such material confidential. 6 F-1681.770 11/2005 Attachment number 6Page 8 of 10 ARTICLE 6 TERMINATION OF COVERAGE 1. Initial charges shall be payable in advance of the Effective Date, and coverage shall not be in effect until such payment is received by BCBSHP. Subsequent charges shall be payable monthly on or before the due date designated in the attached Group Master Application. (The due date is the date on or before which all subscription charges must be received.) Grace Period. If the Group has not given written notice to BCBSHP this Contract is to be terminated, a Grace Period of thirty-one (31) days, during which this Contract shall remain in effect, will be allowed for the payment of any subscription charges due after the due date. If no subscription charges are paid within the Grace Period, this Contract will automatically terminate without further notice effective as of the end of the Grace Period; after termination, the Group shall continue to be liable for all unpaid subscription charges due through and including the Grace Period. If written notice is given by the Group to BCBSHP during the Grace Period that this Contract is to be terminated, then termination shall be effective immediately and the Group shall be liable to BCBSHP only for a pro rata amount for the portion of the month prior to the receipt of such notice by BCBSHP. 2. If the Group does not pay the subscription charges for a Member by the end of the Grace Period, that Member’s coverage ends automatically at the end of the Grace Period. No benefits for such a Member or covered family members will be paid after this date unless the insured person is on an existing continuing claim. Any Premium due for a Member shall be deducted from any Member’s claim paid during the Grace Period. 3. If a Subscriber loses eligibility by no longer being a member of a particular subclass within the Group, that Subscriber’s coverage ceases automatically as of the end of the period for which current subscription charges have been paid. Coverage also ends for all other family members covered under this Subscriber’s certificate of coverage. 4. If this Group ends (or cancels) this Contract for any reason, coverage for all Members ends automatically as of the cancellation date. No benefits will be paid after this date, except as provided under Extension of Benefits or Extended Benefits. 5. The Group may cancel this Contract by giving written notice to BCBSHP at least sixty (60) days in advance. Coverage for all Subscribers ends automatically as of the cancellation date. Note: None of the above shall prejudice an existing claim. 6. Termination of Coverage (Group) BCBSHP may cancel this Contract on the renewal date in the event of any of the following: 1. The Group fails to pay premiums in accordance with the terms of this Contract. 2. The Group performs an act or practice that constitutes fraud or intentional misrepresentation of material fact in applying for or procuring coverage. 3. The Group has fallen below our minimum employer contribution or group participation rules. We will submit a written notice to the Group and provide the Group 60 days to comply with these rules. 4. We terminate, cancel or non-renew all coverage under a particular policy form, provided that: xWe provide at least 180 days notice of the termination of the policy form to all Members; xWe offer the Group all other small group (employer) or large group (employer) policies, depending on the size of the Group, currently being offered or renewed by us for which you are otherwise eligible; and xWe act uniformly without regard to the claims experience or any health status related factor of the individuals insured or eligible to be insured. 7 F-1681.770 11/2005 Attachment number 6Page 9 of 10 ARTICLE 7 NOTICE Change Notification -Members Members may notify BCBSHP of any changes which would affect coverage at BCBSHP’s office: Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. Post Office Box 9907 Columbus, Georgia 31908 Change Notification -BCBSHP BCBSHP may notify Members of any changes at the Member’s address as it appears in BCBSHP’s records. Please notify BCBSHP when a change of address occurs. 8 F-1681.770 11/2005 Attachment number 6Page 10 of 10 GA-PPO-EOC(2007) Delta Dental Insurance Company [ENTER GROUP NAME] Group Number: 11-- - Effective Date: Revised Date: GA-PPO-EOC(2007) 11-XXXX 1 DELTA DENTAL INSURANCE COMPANY 1130 Sanctuary Parkway Alpharetta, Georgia 30004 (770) 645-8700 (800) 521-2651 CERTIFICATE OF COVERAGE OF YOUR GROUP DENTAL INSURANCE COVERAGE Delta Dental PPOSM Program This booklet is a summary of your group dental program. Please read it carefully. It only summarizes the detailed provisions of the group dental contract issued by Delta Dental Insurance Company (“Delta Dental”) and cannot modify the Contract in any way. Notice: Delta Dental PPO, Delta Dental Premier and Non-Delta Dental Dentists will be reimbursed at least the same amount. Anthony S. Barth President GA-PPO-EOC(2007) 11-XXXX 2 TABLE OF CONTENTS GROUP HIGHLIGHTS................................................................................................................................................3 DEFINITIONS..............................................................................................................................................................3 CHOICE OF DENTIST................................................................................................................................................5 INTERNATIONAL SOS..............................................................................................................................................5 WHO IS ELIGIBLE?....................................................................................................................................................6 DEDUCTIBLE..............................................................................................................................................................7 MAXIMUM AMOUNT ...............................................................................................................................................7 BENEFITS, LIMITATIONS & EXCLUSIONS ..........................................................................................................8 COORDINATION OF BENEFITS............................................................................................................................11 AUTOMATED INFORMATION LINE ....................................................................................................................12 CLAIMS .....................................................................................................................................................................12 PRE-TREATMENT ESTIMATE...............................................................................................................................12 CLAIMS APPEAL .....................................................................................................................................................12 CANCELLATION OF CONTRACT.........................................................................................................................13 PROVISIONS REQUIRED BY LAW .......................................................................................................................13 GA-PPO-EOC(2007) 11-XXXX 3 GROUP HIGHLIGHTS PLAN: You have a Calendar Year plan and deductibles and maximums will be based upon a Calendar Year, which is January 1st through December 31st. BENEFITS: In-Network Out-of-Network Diagnostic and Preventive Benefits: 100% 100% Basic Benefits: 80% 80% Major Benefits: 50% 50% Orthodontic Benefits: 50% 50% WAITING PERIODS: • Major Benefits are limited to Enrollees who have been enrolled in this Contract for 12 consecutive months. The waiting period for a Dependent Enrollee is determined by the Primary Enrollee’s length of coverage. Waiting periods are calculated for each Primary Enrollee from the effective date reported by the Contractholder for said Primary Enrollee. • Orthodontic Benefits are limited to Dependent Children of Primary Enrollees who have been enrolled in this Contract for 12 consecutive months. The waiting period for a Dependent Enrollee is determined by the Primary Enrollee’s length of coverage. Waiting periods are calculated for each Primary Enrollee from the effective date reported by the Contractholder for said Primary Enrollee. DEDUCTIBLE: For all family members per Calendar Year is $150. The deductible does not apply to Diagnostic and Preventive Benefits or Orthodontic Benefits. MAXIMUM: • The maximum payable each Calendar Year for Benefits is $1,000 per Enrollee. • The maximum lifetime amount per Dependent Child Enrollee for Orthodontic Benefits is $1,000. Lifetime Orthodontic Takeover Credit: Delta Dental will receive credit for any amounts paid under the Contractholder’s previous dental care contract, if applicable, for Orthodontic Benefits. These amounts will be credited towards the maximum amounts payable for Orthodontic Benefits. ] PREMIUMS: You are required to contribute towards the cost of your coverage. You are required to contribute towards the cost of your Dependent’s coverage. Delta Dental may cancel the Contract 31 days after written notice to the Contractholder if monthly premiums are not paid when due. DEFINITIONS Terms when capitalized in your certificate of coverage booklet have defined meanings, given in the section below or throughout the booklet sections. Approved Amount -- the maximum amount a Dentist may charge for a Single Procedure. Benefits (In-Network or Out-of-Network) -- the amounts that Delta Dental will pay for dental services under the Contract. In-Network Benefits are those covered by the Contract and performed by a Delta Dental PPO Dentist or Delta Dental Premier® Dentist. Out-of-Network Benefits are those covered by the Contract but performed by a Premier Dentist or Non- Delta Dental Dentist. Claim Form -- the standard form used to file a claim or request Pre-Treatment Estimate for treatment. GA-PPO-EOC(2007) 11-XXXX 4 Contract -- the written agreement under which Benefits are provided. Contract Allowance -- the maximum amount Delta Dental will use for calculating the Benefits for a Single Procedure. The Contract Allowance for services provided: • by Delta Dental PPO Dentists is the lesser of the Dentist’s submitted fee, the Delta Dental PPO Dentist’s Fee or the Dentist’s filed fee with Delta Dental in the Participating Dentist Agreement. • by Delta Dental Premier Dentists (who are not Delta Dental PPO Dentists) is the lesser of the Dentist’s submitted fee, the Dentist’s filed fee with Delta Dental in the Participating Dentist Agreement or the Maximum Plan Allowance; or • by Non-Delta Dental Dentists is the lesser of the Dentist’s submitted fee or the Maximum Plan Allowance. Contractholder-- the employer, union or other organization or group contracting to obtain Benefits. Delta Dental PPO Dentist (PPO Dentist) -- a participating Delta Dental Dentist who agrees to accept Delta Dental’s PPO fees as payment in full and comply with Delta Dental’s administrative guidelines. All PPO Dentists are also Premier Dentists. All PPO Dentists must be contracted in the Premier network. Delta Dental PPO Dentist’s Fee (PPO Dentist’s Fee) -- the fee for each Single Procedure that PPO Dentists have contractually agreed to accept as payment in full for treating PPO Enrollees. Delta Dental Premier® Dentist (Premier Dentist) -- a Dentist who contracts with Delta Dental or any other member company of the Delta Dental Plans Association and who agrees to abide by certain administrative guidelines. Not all Premier Dentists are PPO Dentists; however, all Premier Dentists agree to accept Delta Dental’s Maximum Plan Allowance for each Single Procedure as payment in full. Dentist -- a person licensed to practice dentistry when and where services are performed. Dependent Enrollee -- a dependent of a Primary Enrollee who is eligible for Benefits under the Contract. Effective Date -- the date the program starts. This date is given on the booklet cover. Enrollee -- a Primary Enrollee or Dependent Enrollee enrolled to receive Benefits. Maximum Plan Allowance (MPA) -- the maximum amount Delta Dental will reimburse for a covered procedure. Delta Dental establishes the MPA for each procedure through a review of proprietary filed fee data and actual submitted claims. MPAs are set annually to reflect charges based on actual submitted claims from providers in the same geographical area with similar professional standing. The MPA may vary by the type of network Dentist. Non-Delta Dental Dentist -- a Dentist who is neither a Premier nor PPO Dentist and who is not contractually bound to abide by Delta Dental’s administrative guidelines. Open Enrollment Period -- the month of the year during which employees may change coverage for the next Contract Year. Participating Dentist Agreement -- an agreement between a member of the Delta Dental Plans Association and a Dentist that establishes the terms and conditions under which services are provided. Participating PPO Dentist Agreement (PPO Dentist Agreement) -- an agreement between a member of the Delta Dental Plans Association and a Dentist which establishes the terms and conditions under which covered services are provided under a PPO program. Pre-Treatment Estimate -- an estimation of the allowable Benefits under the Contract for the services proposed, assuming the person is an eligible Enrollee. Primary Enrollee -- any employee eligible for Benefits under the Contract. GA-PPO-EOC(2007) 11-XXXX 5 Procedure Code -- the Current Dental Terminology (CDT) number assigned to a Single Procedure by the American Dental Association. Qualifying Status Change -- a change in: • legal marital status (marriage, divorce, legal separation, annulment or death); • number of dependents (a child’s birth, adoption of a child, placement of child for adoption, addition of a step or foster child or death of a child); • employment status (change in employment status of Enrollee, spouse or dependent child); • dependent child ceases to satisfy eligibility requirements (limiting age, student status or marital status); • residence (Enrollee, dependent spouse or child moves); • a court order requiring dependent coverage; or • any other current or future election changes permitted by IRC Section 125. Single Procedure -- a dental procedure that is assigned a separate CDT number. CHOICE OF DENTIST Enrollees may choose a Dentist from Delta Dental’s panel of PPO Dentists and Premier Dentists, or Enrollees may choose a Non-Delta Dental Dentist. A list of Delta Dental Dentists can be obtained by accessing the Delta Dental National Dentist Directory at www.deltadentalins.com. Enrollees are responsible for verifying whether the selected Dentist is a PPO Dentist or a Premier Dentist. Dentists are regularly added to the panel. Additionally, Enrollees should always confirm with the Dentist’s office that a listed Dentist is still a participating PPO Dentist or Premier Dentist. PPO Dentist The PPO program potentially allows the greatest reduction in Enrollees’ out-of-pocket expenses, since this select group of Dentists will provide dental Benefits at a charge which has been contractually agreed upon between Delta Dental and the PPO Dentist. Premier Dentist The Premier Dentist, which include specialists (endodontists, periodontists or oral surgeons), has not agreed to the features of the PPO program; however, you may still receive dental care at a lower cost than if you use a Non-Delta Dental Dentist. Non-Delta Dental Dentist If a Dentist is a Non-Delta Dental Dentist, the amount charged to Enrollees may be above that accepted by the PPO or Premier Dentists. Non-Delta Dental Dentists can balance bill for the difference between the MPA and the Non-Delta Dental Dentist’s Approved Amount. For a Non-Delta Dental Dentist, the Approved Amount is the Dentist’s submitted charge. Additional advantages of using a PPO Dentist or Premier Dentist • The PPO Dentist and Premier Dentist must accept assignment of Benefits, meaning PPO Dentists and Premier Dentists will be paid directly by Delta Dental after satisfaction of the deductible and coinsurance, and the Enrollee does not have to pay all the dental charges while at the dental office and then submit the claim for reimbursement. • The PPO Dentist and Premier Dentist will complete the dental Claim Form and submit it to Delta Dental for reimbursement. INTERNATIONAL SOS You can receive your covered dental care when you are outside of the United States through Delta Dental’s partnership with International SOS Assistance, Inc. (I-SOS). I-SOS provides referrals to 3,200 Dentists or dental clinics in nearly 200 countries worldwide. English-speaking operators are available around the clock to help you find a Dentist. For more information, check our web site at www.deltadentalins.com or call (800) 523-6586 from the United States. Once you leave the United States, you can call I-SOS at (215) 942-8226—collect. When you see an I-SOS Dentist, you must pay for your treatment at the time of service and get a detailed receipt from the Dentist. In addition to providing the Dentist’s name and address (including country), this receipt should describe the services performed by the Dentist and indicate the tooth or teeth that were treated. It should also indicate whether the Dentist’s charges were billed in U.S. dollars or another currency. GA-PPO-EOC(2007) 11-XXXX 6 Once we receive your claim, we will reimburse you subject to the terms and conditions of your Delta Dental coverage. Reimbursement is based on the out-of-network benefit provided through your group plan. As with any dental plan, this reimbursement may not cover the entire cost of the treatment rendered. WHO IS ELIGIBLE? Eligibility for Enrollment You will become eligible to receive Benefits on the date stated in the Contract after completing any eligibility periods required by the Contractholder as stated in the Contract. If your dependents are covered, they will be eligible when you are or as soon as they become dependents. Dependents are your: • Lawful spouse; • Unmarried dependent children from birth to their 19th birthday, or 26th birthday, if a full-time student in an accredited school. “Children” includes natural children, step-children, adopted children, and foster children. The child must be dependent on you for support. Newborn infants are eligible from the moment of birth. Adopted children are eligible from the date of placement for adoption or final decree of adoption, whichever occurs first. • An unmarried child 19 years or older may continue to be eligible as a dependent if the child is not self-supporting because of mental incapacity or physical handicap that began before age 19 and the child is mostly dependent on the Primary Enrollee for support and maintenance. Proof of these facts must be given to Delta Dental or Contractholder within 31 days if it is requested. Proof will not be required more than once a year after the child is 21. Dependents in military service are not eligible. Enrollment Requirements If you are paying all or a portion of premiums for yourself or your dependents then: • You must enroll within 31 days after the date you become eligible or during an Open Enrollment Period. • All dependents must be enrolled within 31 days after they become eligible or during an Open Enrollment Period. • If you elect dependent coverage, you must enroll all of your Dependent Enrollees for coverage. • [You must pay Premiums in the manner elected by the Contractholder and approved by Delta Dental. If coverage is dropped other than during an Open Enrollment Period or because of a Qualifying Status Change, you may not re-enroll except during an Open Enrollment Period.] [You must pay Premiums in the manner elected by the Contractholder and approved by Delta Dental. Coverage cannot be dropped or changed other than during an Open Enrollment Period or because of a Qualifying Status Change.] • [If you pay Premiums for Dependent Enrollees in the manner elected by the Contractholder and approved by Delta Dental until your dependents are no longer eligible or until you choose to drop dependent coverage and if coverage is dropped other than during an Open Enrollment Period, your dependents may not be re-enrolled at any time, unless there is a court order requiring dependent coverage.] [If you pay Premiums for Dependent Enrollees in the manner elected by the Contractholder and approved by Delta Dental until your dependents are no longer eligible or until you choose to drop dependent coverage, coverage may not be changed at any time other than during an Open Enrollment Period or if there is a Qualifying Status Change.] • If both you and your spouse are eligible persons, one of you may enroll as a Dependent Enrollee of the other. Dependent children may enroll as Dependent Enrollees of only one Primary Enrollee. • A child who is eligible as a Primary Enrollee and a dependent can be insured under the Contract as a Primary Enrollee or as a Dependent Enrollee but not both at the same time. Loss of Eligibility Your coverage ends on the last day of the month you stop working for the Contractholder or immediately when this program ends. Your dependents’ coverage ends when your coverage ends or on the date when dependent status is lost. Continuation of Benefits Delta Dental will not pay for Benefits for any services received after your coverage ends. However, Delta Dental will pay for a Single Procedure incurred when the person was covered if such procedure is completed within 31 days of the date coverage ends. A dental service is incurred as follows: • for an appliance (or change to an appliance), at the time the impression is made; • for a crown, bridge or cast restoration, at the time the tooth or teeth are prepared; • for root canal therapy, at the time the pulp chamber is opened; and GA-PPO-EOC(2007) 11-XXXX 7 • for all other dental services, at the time the service is performed or the supply furnished. Strike, Lay-off and Leave of Absence You and your dependents will not be covered for any dental services received while you are on strike, lay-off, an approved leave of absence or leave of absence, other than as required under the Family & Medical Leave Act of 1993*. Benefits for you and your Dependent Enrollees will resume as follows: • if coverage is reactivated in the same Calendar Year, deductibles and maximums will resume as if you were never gone; or • if coverage is reactivated in a different Calendar Year, new deductibles and maximums will apply. Coverage will resume the first day of the month after you return to work, provided you submit to Delta Dental an enrollment card requesting that coverage be reactivated. *You and your dependents’ coverage is not affected if you take a leave of absence allowed under the Family & Medical Leave Act of 1993. If you are currently paying any part of your premium, you may choose to continue coverage. If you do not continue coverage during the leave, you can resume that coverage on your return to active work as if no interruption occurred. Important: The Family & Medical Leave Act does not apply to all companies, only those that meet certain size guidelines. See your Human Resources Department for complete information. If you are rehired within the same Calendar Year, deductibles and maximums will resume as if you were never gone. Continued Coverage Under USERRA As required under the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), if you are covered by the Contract on the date your USERRA leave of absence begins, you may continue dental coverage for yourself and any covered dependents. Continuation of coverage under USERRA may not extend beyond the earlier of: 24 months beginning on the date the leave of absence begins or the date you fail to return to work within the time required by USERRA. For USERRA leave that extends beyond 31 days, the premium for continuation of coverage will be the same as for COBRA coverage. Continuation of Coverage Under (COBRA) COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985) provides a way for employees and their Dependent Enrollees who lose employer-sponsored group health plan coverage to continue coverage for a period of time. COBRA does not apply to all companies, only those that meet certain size guidelines. See your Human Resources Department for complete information. DEDUCTIBLE Your dental plan features a deductible. This is an amount you must pay out-of-pocket before Benefits are paid. The deductible amounts are listed on the Group Highlights page. Only the Dentist’s fees you pay for covered Benefits will count toward the deductible, but you do not have to pay a deductible for Diagnostic and Preventive Benefits or Orthodontic Benefits. MAXIMUM AMOUNT The Maximum Amount payable is shown on the Group Highlights page. There may be maximums on a yearly basis, a per services basis, or a lifetime basis. However, Orthodontic Benefits, if provided, will end with the next payment due although the maximum has not been reached if you lose coverage, if treatment is stopped, or if the Contract with your employer is canceled. GA-PPO-EOC(2007) 11-XXXX 8 BENEFITS, LIMITATIONS & EXCLUSIONS Delta Dental will pay the Benefits for the types of dental services as described below. Delta Dental will pay Benefits only for covered services. These services must be provided by a Dentist and must be necessary and customary under generally accepted dental practice standards. Delta Dental may use dental consultants to review treatment plans, diagnostic materials and/or prescribed treatments to determine generally accepted dental practices. If you receive dental services from a Dentist outside the state of Georgia, the Dentist will be reimbursed according to Delta Dental’s network payment provisions for said state according to the terms of this Contract. PPO, Premier and Non-Delta Dental Dentists will be reimbursed at least the same amount. If a primary dental procedure includes component procedures that are performed at the same time as the primary procedure, the component procedures are considered to be part of the primary procedure for purposes of determining the benefit payable under the Contract. Even if the Dentist bills separately for the primary procedure and each of its component parts, the total benefit payable for all related charges will be limited to the maximum benefit payable for the primary procedure. Enrollee Coinsurance Delta Dental’s provision of Benefits is limited to the applicable percentage of Dentist’s fees specified in the Group Highlights. You are responsible for paying the remaining applicable percentage of any such fees, known as the “Enrollee Coinsurance”. Your group has chosen to require Enrollee Coinsurances under this program as a method of sharing the costs of providing dental Benefits between Contractholder and Enrollees. If the Dentist discounts, waives or rebates any portion of the Enrollee Coinsurance to the Enrollee, Delta Dental will be obligated to provide as Benefits only the applicable percentages of the Dentist’s fees reduced by the amount of such fees that is discounted, waived or rebated. BENEFITS Delta Dental will pay or otherwise discharge the percentage of Contract Allowance shown on the Group Highlights page for covered services. Diagnostic and Preventive Benefits: • Diagnostic: procedures to assist the Dentist in choosing required dental treatment. • Preventive: prophylaxis (cleaning, periodontal cleaning in the presence of gingival inflammation is considered to be periodontal (a Major Benefit) for payment purposes), topical application of fluoride solutions, space maintainers and bite-wing x-rays. Basic Benefits: • Palliative: treatment to relieve pain. • Sealants: topically applied acrylic, plastic or composite materials used to seal developmental grooves and pits in permanent molars for the purpose of preventing decay. • Restorative: amalgam, synthetic porcelain, plastic restorations (fillings) and prefabricated stainless steel restorations for treatment of carious lesions (visible destruction of hard tooth structure resulting from the process of decay). • X-rays: full mouth x-rays. Major Benefits: • Oral Surgery: extractions and other surgical procedures (including pre-and post-operative care). • General Anesthesia: when administered by a Dentist for a covered oral surgery procedure. • Endodontics: treatment of the tooth pulp. • Periodontics: treatment of gums and bones supporting teeth. • Denture Repairs: repair to partial or complete dentures including rebase procedures and relining. GA-PPO-EOC(2007) 11-XXXX 9 • Crowns, Inlays/Onlays and Cast Restorations: treatment of carious lesions (visible decay of the hard tooth structure) when teeth cannot be restored with amalgam, synthetic porcelain or plastic restorations. • Prosthodontics: procedures for construction or repair of fixed bridges, partial or completed denture. Orthodontic Benefits: Procedures performed by a Dentist, involving the use of an active orthodontic appliance and post-treatment retentive appliances for treatment of malalignment of teeth and/or jaws which significantly interferes with their functions. Note on additional benefits during pregnancy - When an Enrollee is pregnant, Delta Dental will pay for additional services to help improve the oral health of the Enrollee during the pregnancy. The additional services each 12 month period while the Enrollee is covered under this Contract include: one (1) additional oral exam and either one (1) additional routine cleaning or one (1) additional periodontal scaling and root planing per quadrant. Written confirmation of the pregnancy must be provided by the Enrollee or her dentist when the claim is submitted. LIMITATIONS Limitations on Diagnostic and Preventive Benefits: • Routine oral examinations and cleanings (including periodontal cleanings) are provided no more than twice in any 12 month period while the person is an Enrollee under any Delta Dental program or dental care program provided by the Contractholder. Note that periodontal cleanings are covered as a Major Benefit and routine cleanings are covered as a Diagnostic and Preventive Benefit. See note on additional benefits during pregnancy. • Bitewing x-rays are provided once each 12 months for you and your spouse and twice in a 12 month period for your Dependent Child Enrollees. • Topical application of fluoride solutions is limited to Enrollees under age 19. • Space maintainers are limited to the initial appliance only and to Enrollees under age 14. Limitations on Basic Benefits: • Full-mouth x-rays or panoramic x-rays will be provided by the Dentist when required, but Delta Dental will only pay for these services once every five (5) years under any Delta Dental program. • Sealants are limited as follows: (1) to permanent first molars through age eight (8) and to permanent second molars through age 15 if they are without cavities or restorations on the occlusal surface. (2) Sealants do not include repair or replacement of a sealant on any tooth within two (2) years of its application. • Delta Dental will not pay to replace an amalgam, synthetic porcelain or plastic restorations (fillings) or prefabricated stainless steel restorations within 24 months of treatment if the service is provided by the same Dentist. • Delta Dental limits payment for stainless steel crowns under this section to services on baby teeth. However, after consultant’s review, Delta Dental may allow stainless steel crowns on permanent teeth as a Major Benefit. Limitations on Major Benefits: • Benefits for periodontal scaling and root planing in the same quadrant are limited to once in every 24-month period. See note on additional benefits during pregnancy. • Delta Dental will not pay to replace any crowns, inlays/onlays, or cast restorations which the Enrollee received in the previous five (5) years under any Delta Dental program or any program of the Contractholder. • Prosthodontic appliances and/or implants that were provided under any Delta Dental program will be replaced only after five (5) years have passed, except when Delta Dental determines that there is such extensive loss of remaining teeth or change in supporting tissue that the existing fixed bridge or denture cannot be made satisfactory. Replacement of a prosthodontic appliance and/or implant supported prosthesis not provided under a Delta Dental program will be made if Delta Dental determines it is unsatisfactory and cannot be made satisfactory. Delta Dental will pay for the removal of an implant once for each tooth during the Enrollee’s lifetime. • [The initial installation of a prosthodontic appliance and/or implants is not a Benefit unless the prosthodontic appliance and/or implant, bridge or denture is made necessary by natural, permanent teeth extraction occurring during a time the Enrollee was eligible [under a Delta Dental program / or Contractholder’s prior plan].] • Delta Dental limits payment for dentures to a standard partial or denture (coinsurances apply). A standard denture means a removable appliance to replace missing natural, permanent teeth that is made from acceptable materials by conventional means. GA-PPO-EOC(2007) 11-XXXX 10 Limitations on Orthodontic Benefits: • Payment for orthodontics is provided monthly. • Orthodontic Benefits begin with the first payment due after the person becomes covered, if treatment has begun. • Benefits end with the next payment due after loss of coverage. Benefits end immediately if treatment stops or if the Contract is terminated, whichever occurs first. • Benefits are not paid to repair or replace any Orthodontic appliance furnished, in whole or in part, under this program. • [Orthodontic Benefits are limited to dependent child enrollees under age 19 [or 26 if full-time student]. • X-rays or extractions are not subject to the Orthodontic maximum. • Surgical procedures are not subject to the Orthodontic maximum. Limitations on All Benefits - Optional Services that are more expensive than the form of treatment customarily provided under accepted dental practice standards are called “Optional Services”. Optional Services also include the use of specialized techniques instead of standard procedures. For example: • a crown where a filling would restore the tooth; • a precision denture/partial where a standard denture/partial could be used; • an inlay/onlay instead of an amalgam restoration; • a composite restoration instead of an amalgam restoration on posterior teeth. If you receive Optional Services, Benefits will be based on the lower cost of the customary service or standard practice instead of the higher cost of the Optional Service. You will be responsible for the difference between the higher cost of the Optional Service and the lower cost of the customary service or standard procedure. EXCLUSIONS Delta Dental does not pay Benefits for: • treatment of injuries or illness covered under workers’ compensation or employers’ liability laws; services received without cost from any federal, state or local agency, unless this exclusion is prohibited by law. • cosmetic surgery or dentistry for purely cosmetic reasons. • services for congenital (hereditary) or developmental (following birth) malformations, including but not limited to cleft palate, upper and lower jaw malformations, enamel hypoplasia (lack of development), fluorosis (a type of discoloration of the teeth) and anodontia (congenitally missing teeth), except those services provided to newborn or adopted children (under the age of 18) for medically diagnosed congenital defect or abnormalities. • treatment to restore tooth structure lost from wear, erosion or abrasion; treatment to rebuild or maintain chewing surfaces due to teeth out of alignment or occlusion; or treatment to stabilize the teeth. Examples include but are not limited to: equilibration, periodontal splinting or occlusal adjustment. • any Single Procedure started prior to the date the person became covered for such services under this program. • prescribed drugs, medication, pain killers or experimental procedures. • charges by any hospital or other surgical or treatment facility and any additional fees charged by the Dentist for treatment in any such facility. • charges for anesthesia, other than by a licensed Dentist for administering general anesthesia in connection with covered oral surgery services. • extraoral grafts (grafting of tissues from outside the mouth to oral tissues). • treatment performed by someone other than a Dentist or a person who by law may work under a Dentist’s direct supervision. • charges incurred for oral hygiene instruction, a plaque control program, dietary instruction, x-ray duplications, cancer screening or broken appointments. GA-PPO-EOC(2007) 11-XXXX 11 • services or supplies covered by any other health plan of the Contractholder. • treatment rendered by a person who ordinarily resides in your household or who is related to you (or to your spouse) by blood, marriage or legal adoption. • [the initial placement of any prosthodontic appliance, unless such placement is needed to replace one or more natural, permanent teeth extracted while the Enrollee is covered under this Contract or was covered under [any dental care program with Delta Dental / the Contractholder’s prior dental plan]. The extraction of a third molar (wisdom tooth) will not qualify under the above. Any such Prosthodontic appliance or implant must include the replacement of the extracted tooth or teeth.] • services for Orthodontic treatment (treatment of malocclusion of teeth and/or jaws) except as provided under the Orthodontic Benefits section if applicable. • services for any disturbances of the temporomandibular (jaw) joints. COORDINATION OF BENEFITS Delta Dental matches the Benefits under this program with your Benefits under any other group prepaid program or Benefit plan including another Delta Dental plan. (This does not apply to a blanket school accident policy). Benefits under one of the programs may be reduced so that your combined coverage does not exceed the Dentist’s fees for the covered services. If this is the “primary” program, Delta Dental will not reduce Benefits, but if the other program is the primary one, Delta Dental will reduce Benefits otherwise payable under this program. The reduction will be the amount paid for or provided under the terms of the primary program for services covered under the Contract (see Benefits and Limitations). • How does Delta Dental determine which Plan is the “primary” program? (1) If the other Plan is not primarily a dental plan, this Plan is primary. (2) If the other Plan is a dental program, the following rules are applied: a) the Plan covering the Enrollee as an employee is primary over a Plan covering the Enrollee as a dependent. b) the Plan covering the Enrollee as an employee is primary over a Plan which covers the insured person as a dependent; except that: if the insured person is also a Medicare beneficiary, and as a result of the rule established by Title XVIII of the Social Security Act and implementing regulations, Medicare is: i) secondary to the Plan covering the insured person as a dependent and ii) primary to the Plan covering the insured person as other than a dependent (e.g. a retired employee), then the benefits of the Plan covering the insured person as a dependent are determined before those of the Plan covering that insured person as other than a dependent. (3) Except as stated below, when this Plan and another Plan cover the same child as a dependent of different persons, called parents: a) The benefits of the Plan of the parent whose birthday falls earlier in a year are determined before those of the Plan of the parent whose birthday falls later in that year, but b) If both parents have the same birthday, the benefits of the Plan which covered one parent longer are determined before those of the Plan which covered the other parent for a shorter period of time. c) However, if the other Plan does not have the birthday rule described above, but instead has a rule based on the gender of the parent, and if, as a result, the plans do not agree on the order of benefits, the rule in the other Plan will determine the order of benefits. d) In the case of a dependent child of legally separated or divorced parents, the Plan covering the Enrollee as a dependent of the parent with legal custody, or as a dependent of the custodial parent’s spouse (i.e. step-parent) will be primary over the Plan covering the Enrollee as a dependent of the parent without legal custody. If there is a court decree which would otherwise establish financial responsibility for the health care expenses with respect to the child, the benefits of a Plan which covers the child as a dependent of the parent with such financial responsibility will be determined before the benefits of any other policy which covers the child as a dependent child. If the specific terms of a court decree state that the parents will share joint custody, without stating that one of the parents is responsible for the health care expenses of the child, the Plans covering the child will follow the order of benefit determination rules outlined in (3) a) through (3) c). GA-PPO-EOC(2007) 11-XXXX 12 (4) The benefits of a Plan which covers an insured person as an employee who is neither laid off nor retired are determined before those of a Plan which covers that insured person as a laid off or retired employee. The same would hold true if an insured person is a dependent of a person covered as a retiree and an employee. If the other Plan does not have this rule, and if, as a result, the Plans do not agree on the order of benefits, this rule is ignored. (5) If an insured person whose coverage is provided under a right of continuation pursuant to federal or state law also is covered under another Plan, the following will be the order of benefit determination: a) First, the benefits of a Plan covering the insured person as an employee or Primary Enrollee (or as that insured person’s dependent); b) Second, the benefits under the continuation coverage. If the other Plan does not have the rule described above, and if, as a result, the Plans do not agree on the order of benefits, this rule is ignored. (6) If none of the above rules determine the order of benefits, the benefits of the plan which covered an employee longer are determined before those of the Plan which covered that insured person for the shorter term. AUTOMATED INFORMATION LINE You may access Delta Dental’s automated information line on a regular business day to obtain Enrollee eligibility and Benefits; group Benefit or claim status information or to speak to a Customer Service Representative for assistance. (800) 521-2651 CLAIMS Claims for Benefits must be filed on a standard Claim Form which you or your Dentist may obtain from: Delta Dental Insurance Company P.O. Box #1809 Alpharetta, Georgia 30023 (800) 521-2651 www.deltadentalins.com PRE-TREATMENT ESTIMATE A Dentist may file a Claim Form before treatment, showing the services to be provided to an Enrollee. Delta Dental will predetermine the amount of Benefits payable under the Contract for the listed services. Benefits will be processed according to the terms of the Contract when the treatment is performed. Pre-Treatment Estimates are valid for 60 days, or until an earlier occurrence of any one of the following events: • the date the Contract terminates; • the date the Enrollee’s coverage ends; or • the date the PPO Dentist’s or Premier Dentist’s agreement with Delta Dental ends. CLAIMS APPEAL Delta Dental will notify the Primary Enrollee if Benefits are denied for services submitted on a Claim Form, in whole or in part, stating the reason(s) for denial. The Enrollee has 180 days after receiving a notice of denial to appeal it by writing to Delta Dental giving reasons why the denial was wrong. The Enrollee may also ask Delta Dental to examine any additional information he/she includes that may support his/her appeal. Delta Dental will make a full and fair review within 60 days after Delta Dental receives the request for appeal. Delta Dental may ask for more documents if needed. In no event will the decision take longer than 60 days. The review will take into account all comments, documents, records or other information, regardless of whether such information was submitted or considered initially. If the review is of a denial based in whole or in part on lack of dental necessity, experimental treatment or clinical judgment in applying the terms of the Contract, Delta Dental shall consult with a Dentist who has appropriate training and experience. The review will be conducted for Delta Dental by a person who is neither the individual who made the claim denial that is subject to the review, nor the subordinate of such individual. The identity of such dental consultant is available upon request whether or not the advice was relied upon. GA-PPO-EOC(2007) 11-XXXX 13 If the Enrollee believes he/she needs further review of said claim, he/she may contact his/her state insurance regulatory agency if applicable or bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974 (ERISA) if the Contract is subject to ERISA. CANCELLATION OF CONTRACT Delta Dental may cancel the Contract only: • on an anniversary of the Effective Date upon 60 days written notice; or • if your employer does not pay the monthly premiums upon 31 days written notice; or • if your employer does not provide a list of who is eligible upon 60 days written notice; or • if less than the minimum number of Primary Enrollees required under the Contract are reported eligible for three (3) months or more, upon 15 days written notice. PROVISIONS REQUIRED BY LAW Clinical Examination Before approving a claim, Delta Dental will be entitled to receive, to such extent as may be lawful, from any attending or examining Dentist, or from hospitals in which a Dentist’s care is provided, such information and records relating to attendance to or examination of, or treatment provided to, an Enrollee as may be required to administer the claim, or that an Enrollee be examined by a dental consultant retained by Delta Dental, at its expense, in or near his community or residence. Delta Dental will in every case hold such information and records confidential. Notice of Claim Forms Delta Dental will give any Dentist or Enrollee, on request, a standard Claim Form to make claim for Benefits. To make a claim, the form must be completed and signed by the Dentist who performed the services and by the Enrollee (or the parent or guardian if the Enrollee is a minor) and submitted to Delta Dental. If the form is not furnished by Delta Dental within 10 days after requested by a Dentist or Enrollee, the requirements for proof of loss set forth in the next paragraph will be deemed to have been complied with upon the submission to Delta Dental, within the time established in said paragraph for filing proofs of loss, of written proof covering the occurrence, the character and the extent of the loss for which claim is made. Written Notice of Claim/Proof of Loss Delta Dental must be given written proof of loss within 90 days after the date of the loss. If it is not reasonably possible to give written proof in the time required, the claim will not be reduced or denied solely for this reason, provided proof is filed as soon as reasonably possible. In any event, proof of loss must be given no later than one year from such time (unless the claimant was legally incapacitated). All written proof of loss must be given to Delta Dental within 6 months of the termination of the Contract. Time of Payment Indemnities payable under the Contract for any loss other than loss for which the Contract provides any periodic payment will be processed: • within 15 working days after receipt of due written proof of such loss. If additional information is requested to process the claim, Delta Dental will notify the Primary Enrollee and the Dentist within 15 working days of written proof of loss. Any undisputed portion of the claim will be processed within the 15 working days; and • within 15 working days after the requested information is received for any disputed portion of the claim. Claims not processed as stated above are subject to a charge of 18 percent interest per annum. Subject to due written proof of loss, all accrued indemnities for loss for which the Contract provides periodic payment will be paid monthly and any balance remaining upon the termination of liability will be paid immediately upon receipt of due written proof. To Whom Benefits are Paid PPO Dentists and Premier Dentists will be paid directly. Any other payments provided by the Contract will be made to the Primary Enrollee, unless the Enrollee requests when filing a proof of loss claim that the payment be made directly to the Dentist providing the services. All Benefits not paid to the Dentist will be payable to the Enrollee, or to his estate, except that if the person is a minor or otherwise not competent to give a valid release, Benefits may be payable to the parent, guardian or other person actually supporting him. GA-PPO-EOC(2007) 11-XXXX 14 Misstatements on Application; Effect In the absence of fraud or intentional misrepresentation of material fact in applying for or procuring coverage under the Contract, all statements made by you or the Contractholder will be deemed representations and not warranties. No such statement will be used in defense to a claim under the Contract, unless it is contained in a written application. Any misrepresentation, omission, concealment of fact or incorrect statement which is material to the acceptance of risk may prevent recovery if, had the true facts been known to Delta Dental, Delta Dental would not in good faith have issued the contract at the same premium rate. If any misstatement would materially affect the rates, Delta Dental reserves the right to adjust the premium to reflect your actual circumstances at enrollment. Legal Actions No action at law or in equity will be brought to recover on the Contract prior to expiration of 60 days after proof of loss has been filed in accordance with requirements of the Contract, nor will an action be brought at all unless brought within three (3) years from expiration of the time within which proof of loss is required by the Contract. THIS CERTIFICATE OF COVERAGE CONSTITUTES ONLY A SUMMARY OF THE DENTAL INSURANCE CONTRACT. THE COMPLETE CONTRACT MUST BE CONSULTED TO DETERMINE THE EXACT TERMS AND CONDITIONS OF COVERAGE. Contract Delivery Receipt Contract # 11- xxxx For AUGUSTA-RICHMOND COUNTY I acknowledge receipt of the above contract on at (month, day, year) (city, state) (print name) (signature) Thank you for choosing Delta Dental Insurance Company. Delta Dental Insurance Company GA-PPO-C(2007) 1 11-XXXX DELTA DENTAL INSURANCE COMPANY 1130 Sanctuary Parkway Alpharetta, Georgia 30004 (770) 645-8700 (800) 521-2651 Group Dental Insurance Contract Delta Dental PPOSM Program AUGUSTA-RICHMOND COUNTY , (“Contractholder”) has applied for a group dental insurance contract with Delta Dental Insurance Company, (“Delta Dental”). The following terms will apply: I. Contractholder will pay Delta Dental the monthly Premium stated in this Contract. II. Delta Dental has accepted the Application submitted by the Contractholder and when the Contractholder pays the first month’s Premium, the term of this Contract will begin at 12:01 a.m. Standard Time, on the Effective Date listed in Appendix A. The term of this Contract will end as stated in this Contract at the end of the Contract Term at 12:00 midnight Standard Time. III. Contractholder will give each Primary Enrollee a certificate furnished by Delta Dental. Contractholder will also distribute to its Enrollees any notice from Delta Dental which affects their rights under this Contract. Notice:the premium under this Contract is payable to Delta Dental Insurance Company Mail Stop 12B P.O. Box 7564 San Francisco, CA 94120-7564 The premium under this Contract may be increased upon renewal, with 60 days written notice, prior to the end of the initial or any subsequent contract terms. Delta Dental accepts the Application of “Contractholder.” A copy is attached and made a part of this Contract. So long as Contractholder pays the Premiums stated in Article 3, Delta Dental agrees to provide the Benefits described in Article 4. Benefits will start at 12:01 a.m. Standard Time on the Effective Date. This Contract will continue from year to year until terminated, as stated in Article 8. This Contract is issued and delivered in the State of Georgia and is governed by its laws. Notice: Delta Dental PPO, Delta Dental Premier® and Non-Delta Dental Dentists will be reimbursed at least the same amount. Anthony S. Barth President GA-PPO-C(2007) 2 11-XXXX TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 ELIGIBILITY AND ENROLLMENT ARTICLE 3 MONTHLY PREMIUMS ARTICLE 4 BENEFITS, LIMITATIONS AND EXCLUSIONS ARTICLE 5 DEDUCTIBLE, MAXIMUM & COORDINATION OF BENEFITS ARTICLE 6 CONDITIONS UNDER WHICH BENEFITS WILL BE PROVIDED ARTICLE 7 GENERAL PROVISIONS ARTICLE 8 TERMINATION, RENEWAL, & CONTINUATION ARTICLE 9 ATTACHMENTS GA-PPO-C(2007) 3 11-XXXX ARTICLE 1 DEFINITIONS Terms when capitalized in this document have defined meanings, given either in the section below or within the contract sections. 1.01 Approved Amount -- the maximum amount a dentist may charge for a Single Procedure. 1.02 Benefits (In-Network or Out-of-Network) -- the amounts that Delta Dental will pay for dental services under this Contract. In-Network Benefits are those covered by this Contract and performed by a Delta Dental PPO Dentist. Out- of-Network Benefits are those covered by this Contract but performed by a Delta Dental Premier Dentist or Non-Delta Dental Dentist. 1.03 Claim Form -- the standard form used to file a claim or request Pre-Treatment Estimate for treatment. 1.04 Contract -- this agreement between Delta Dental and Contractholder, including the Application and the attachments listed in Article 9. 1.05 Contract Allowance -- the maximum amount Delta Dental will use for calculating Benefits for a Single Procedure. The Contract Allowance for services provided: • by Delta Dental PPO Dentists is the lesser of the Dentist’s submitted fee, the Delta Dental PPO Dentist’s Fee or the Dentist’s filed fee with Delta Dental in the Participating Dentist Agreement; • by Delta Dental Premier Dentists (who are not Delta Dental PPO Dentists) is the lesser of the Dentist’s submitted fee, the Dentist’s filed fee with Delta Dental in the Participating Dentist Agreement or the Maximum Plan Allowance; or • by Non-Delta Dental Dentists is the lesser of the Dentist’s submitted fee or the Maximum Plan Allowance. 1.06 Contract Term -- the period during which this Contract is in effect, as shown in Appendix A. 1.07 Contract Year -- the 12 months starting on the Effective Date and each subsequent 12 month period thereafter. 1.08 Contractholder -- the employer, union or other organization or group contracting to obtain Benefits. 1.09 Delta Dental PPO Dentist (PPO Dentist) -- a participating Delta Dental Dentist who agrees to accept Delta Dental’s PPO fees as payment in full and comply with Delta Dental’s administrative guidelines. All PPO Dentists are also Premier Dentists. All PPO Dentists must be contracted in the Premier network. 1.10 Delta Dental PPO Dentist’s Fee (PPO Dentist’s Fee) -- the fee for each Single Procedure that PPO Dentists have contractually agreed to accept as payment in full for treating PPO Enrollees. 1.11 Delta Dental Premier® Dentist (Premier Dentist) -- a Dentist who contracts with Delta Dental or any other member company of the Delta Dental Plans Association and who agrees to abide by certain administrative guidelines. Not all Premier Dentists are PPO Dentists; however, all Premier Dentists agree to accept Delta Dental’s Maximum Plan Allowance for each Single Procedure as payment in full. 1.12 Dentist -- a person licensed to practice dentistry when and where services are performed. 1.13 Dependent Enrollee -- an Eligible Dependent enrolled in the plan to receive Benefits. 1.14 Effective Date -- the date the program starts, as shown in Appendix A. 1.15 Eligible Dependent -- a dependent of an Eligible Employee eligible for Benefits under Article 2. 1.16 Eligible Employee -- any employee eligible for Benefits under Article 2. GA-PPO-C(2007) 4 11-XXXX 1.17 Enrollee -- an Eligible Employee (“Primary Enrollee”) or an Eligible Dependent (“Dependent Enrollee”) enrolled to receive Benefits. 1.18 Maximum Plan Allowance (MPA) -- the maximum amount Delta Dental will reimburse for a covered procedure. Delta Dental establishes the MPA for each procedure through a review of proprietary filed fee data and actual submitted claims. MPAs are set annually to reflect charges based on actual submitted claims from providers in the same geographical area with similar professional standing. The MPA may vary by the type of network Dentist. 1.19 Non-Delta Dental Dentist -- a Dentist who is neither a Premier nor a PPO Dentist and who is not contractually bound to abide by Delta Dental’s administrative guidelines. 1.20 Open Enrollment Period -- the month of the year during which employees may change coverage for the next Contract Year. 1.21 Participating Dentist Agreement -- an agreement between a member of the Delta Dental Plans Association and a Dentist that establishes the terms and conditions under which services are provided. 1.22 Participating PPO Dentist Agreement (PPO Dentist Agreement) -- an agreement between a member of the Delta Dental Plans Association and a Dentist which establishes the terms and conditions under which covered services are provided under a PPO program. 1.23 Pre-Treatment Estimate -- an estimation of the allowable Benefits under this Contract for the services proposed, assuming the person is an eligible Enrollee. 1.24 Premium -- the amounts payable monthly by the Contractholder as required in this Contract. 1.25 Primary Enrollee -- an Eligible Employee enrolled in the plan to receive Benefits. 1.26 Procedure Code -- the Current Dental Terminology (CDT) number assigned to a Single Procedure by the American Dental Association. 1.27 Qualifying Status Change -- a change in: • legal marital status (marriage, divorce, legal separation, annulment or death); • number of dependents (a child’s birth, adoption of a child, placement of child for adoption, addition of a step or foster child or death of a child); • employment status (change in employment status of Enrollee, spouse or dependent child); • dependent child ceases to satisfy eligibility requirements (limiting age, student status or marital status); • residence (Enrollee, dependent spouse or child moves); • a court order requiring dependent coverage; or • any other current or future election changes permitted by IRC Section 125. 1.28 Single Procedure -- a dental procedure that is assigned a separate CDT number. ARTICLE 2 ELIGIBILITY AND ENROLLMENT 2.01 Reporting On or before the Effective Date, Contractholder will furnish to Delta Dental, in writing or in electronic media format agreed by Delta Dental and the Contractholder, a listing of eligible Primary Enrollees and Dependent Enrollees. The listing must show the names, Enrollee ID numbers, dates of hire, dates of birth, dependent status and location codes, if any. The eligibility list shall include all active employees unless the employee waives coverage in writing or the Eligible Employee enrolls in an alternate dental plan offered by Contractholder. GA-PPO-C(2007) 5 11-XXXX Thereafter, before the 10th of each month, Contractholder must furnish to Delta Dental in the format agreed to above, a listing indicating specific additions, changes or terminations made during the prior month. Contractholder will notify Delta Dental in writing of any requests for Premium adjustments for Enrollees who should have been terminated in the event Delta Dental was not previously notified of the termination(s). Said termination date will be adjusted retroactively to the immediately preceding 3 months plus the current month, provided: a) no claims were submitted to be processed on said Enrollee subsequent to the date of retroactive termination; and b) Premiums were actually paid for the Enrollee subsequent to the date of retroactive termination. Delta Dental will notify the Contractholder in writing of the revised termination date and Premiums will be adjusted accordingly. Delta Dental will not pay any Benefits for an Enrollee or Dependent Enrollee if proof of eligibility is not submitted. Also, Delta Dental will not pay Benefits for an Enrollee if Premiums are not paid for the month in which dental services are rendered. 2.02 Contractholder will permit Delta Dental to audit Contractholder’s records to check whether the lists of Primary Enrollees are correct and to confirm compliance with Article 3. Delta Dental will give Contractholder written notice within a reasonable time before the audit date. 2.03 Eligible Employees [All [retired employees and] present permanent employees of the Contractholder, working [XX] hours per week are eligible on the Effective Date. All future permanent employees of the Contractholder, working [XX] hours per week will become eligible on the [date of hire] [day following XX days/months of continuous employment] [first day of the month following XX number of days / months of continuous employment] [first day of the month following date of hire].] 2.04 Eligible Dependents Eligible Dependents of an Eligible Employee are: • Lawful spouse; • An unmarried child from birth to their 19th birthday, or 26th birthday if a full-time student in an accredited school. “Children” include natural children, step-children, adopted children and foster children. The child must be dependent on the Eligible Person for support. Newborn infants are eligible from the moment of birth. Adopted children are eligible from the date of placement for adoption or final decree of adoption, whichever occurs first. An unmarried child 19 years or older may continue to be eligible as a dependent if the child is not self- supporting because of mental incapacity or physical handicap that began before age 19 and the child is mostly dependent on the Eligible Person for support and maintenance. Proof of these facts must be given to Delta Dental or Contractholder within 31 days if it is requested. Proof will not be required more than once a year after the child is 21. Dependents in military service are not eligible. 2.05 Enrollment of Eligible Employees and Eligible Dependents • [If Contractholder pays the entire cost of coverage for all Eligible Employees [and Eligible Dependents], all Primary Enrollees [and Dependent Enrollees] are automatically covered under this Contract.] [If the Primary Enrollee must contribute any portion of the cost of coverage, Eligible Employees must enroll to be covered under this Contract. Enrollment must be within 31 days after first becoming eligible or during an Open Enrollment Period. If coverage is dropped other than during an Open Enrollment Period or because of a Qualifying Status Change, the Primary Enrollee may not re-enroll except during an Open Enrollment Period.] [If the Primary Enrollee must contribute any portion of the cost of coverage, Eligible Employees must enroll to be covered under this Contract. Enrollment must be within 31 days after first becoming eligible or during an Open Enrollment Period. Coverage cannot be dropped or changed other than during an Open Enrollment Period or because of a Qualifying Status Change.] GA-PPO-C(2007) 6 11-XXXX • [If the Primary Enrollee is paying all or a portion of the cost for coverage for Dependent Enrollees in the manner elected by the Contractholder and approved by Delta Dental, Eligible Dependents must be enrolled within 31 days after the date becoming eligible or during the Open Enrollment Period. If Dependent Enrollees coverage is dropped other than during an Open Enrollment Period or because of a Qualifying Status Change, dependents may not be re- enrolled at any time, unless there is a court order requiring dependent coverage.] [If the Primary Enrollee is paying all or a portion of the cost for coverage for Dependent Enrollees in the manner elected by the Contractholder and approved by Delta Dental, Eligible Dependents must be enrolled within 31 days after the date becoming eligible or during an Open Enrollment Period. Coverage may not be changed at any time other than during an Open Enrollment Period or if there is a Qualifying Status Change.] • If both spouses are Eligible Employees, one may enroll as a Dependent Enrollee of the other. Dependent children may enroll as Dependent Enrollees of only one Primary Enrollee. • All Eligible Dependents must be enrolled as Dependent Enrollees if dependent coverage is elected. • A child who is eligible as a Primary Enrollee and a dependent can be insured under this Contract as a Primary Enrollee or a Dependent Enrollee but not both at the same time. 2.06 Except for an employee absent from work due to a leave of absence governed by the “Family & Medical Leave Act of 1993” (P.L. 103.3), an Enrollee will not be covered for any dental services received while a Primary Enrollee is on strike, lay-off or leave of absence. Contractholder must inform Delta Dental of any change in eligibility as required under section 2.01. Benefits for such Primary Enrollee and his/her Eligible Dependents will resume as follows: • If coverage is reactivated in the same Calendar Year, deductibles and maximums will resume as if the Primary Enrollee were never gone. • If coverage is reactivated in a different Calendar Year, new deductibles and maximums will apply. Coverage will resume the first day of the month after the Primary Enrollee returns to work provided the Primary Enrollee submits to Delta Dental an enrollment card requesting that coverage be reactivated. If an employee is rehired within the same Calendar Year, deductibles and maximums will resume as if the Primary Enrollee was never gone. 2.07 A Primary Enrollee loses coverage on the last day of the month of employment or on the day this Contract is terminated. Dependent Enrollees lose coverage along with the Primary Enrollee or on the date dependent status is lost. Termination of Benefits on Loss of Eligibility Delta Dental will not pay for Benefits for any services received by a person who is not an Enrollee at the time of treatment except for a Single Procedure incurred when the person was covered if such procedure is completed within 31 days of the date coverage ends. A dental service is incurred as follows: • for an appliance (or change to an appliance), at the time the impression is made; • for a crown, bridge or cast restoration, at the time the tooth or teeth are prepared; • for root canal therapy, at the time the pulp chamber is opened; and • for all other dental services, at the time the service is performed or the supply furnished. Contractholder will reimburse Delta Dental for any payments made because of errors in Contractholder’s reports under Section 2.01. 2.08 Continued Coverage Under USERRA As required under the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), if a Primary Enrollee is covered by this Contract on the date his or her USERRA leave of absence begins, the Primary Enrollee may continue dental coverage for himself or herself and any covered dependents. Continuation of coverage under USERRA may not extend beyond the earlier of: 24 months beginning on the date the leave of absence begins or the date the Primary Enrollee fails to return to work within the time required by USERRA. For USERRA leave that extends beyond 31 days, the Premium for continuation of coverage will be the same as for COBRA coverage. GA-PPO-C(2007) 7 11-XXXX 2.09 Continuation of Coverage Under COBRA When the Eligible Employees of a Contractholder are covered under the Consolidated Omnibus Budget Reconciliation Act of 1985, then in consideration of the payments specified in Article 3, Delta Dental agrees to provide the Benefits to Enrollees who elect continued coverage pursuant to this section. • Right to Continue. (1) Coverage may continue in accordance with the following provisions when: a) the Primary Enrollee or Dependent Enrollee becomes ineligible for coverage under this Contract due to a Qualifying Event. i) “Qualifying Event” means one of the following events, if it would otherwise result in a Qualified COBRA Beneficiary’s loss of coverage under this Contract: • the Primary Enrollee’s termination of employment; • the Primary Enrollee’s death; • divorce or legal separation from the Primary Enrollee, • the Primary Enrollee becoming entitled to Medicare benefits; • a dependent child ceasing to meet the description of a dependent child; or • a bankruptcy proceeding under Title 11, United States Code with respect to Contractholder, which results in a substantial elimination of coverage (within one year before or one year after the date of commencement of the proceeding) of a retired Primary Enrollee (who retired on or before the date of substantial elimination of coverage), or of a Dependent Enrollee of a retired Primary Enrollee. ii) “Qualified Beneficiary” means the Primary Enrollee and any Dependent Enrollee who is entitled to continue coverage under this Contract from the date of the Primary Enrollee’s first Qualifying Event. It also includes the Primary Enrollee’s natural child, legally adopted child or child placed for the purpose of adoption when the new child: • is acquired during the Primary Enrollee’s 18 or 29 month continuation period; and • is enrolled for coverage in accordance with the terms of this Contract. But it does not include the Primary Enrollee’s new spouse, stepchild or foster child acquired during the continuation period, whether or not the new Dependent is enrolled for coverage. b) this Contract remains in force. • Continuation Periods. The maximum period of continued coverage for each Qualifying Event will be as follows: (1) Termination of Employment. When eligibility ends due to the Primary Enrollee’s termination of employment; then coverage for the Primary Enrollee and any Dependent Enrollee may be continued for up to 18 months, from the date employment ended. Termination of employment includes a reduction in hours or retirement. However, exceptions apply as follows: a) Misconduct. If the Primary Enrollee’s termination of employment is for gross misconduct, coverage may not be continued for the Primary Enrollee or any Dependent Enrollee. b) Disability. “Disability” or “Disabled” as used in this section will be as defined by Title II or XVI of the Social Security Act and determined by the Social Security Administration. i) If the Primary Enrollee: • becomes disabled by the 60th day after his or her employment ends; and • is covered for Social Security Disability Income benefits; then coverage for the Primary Enrollee and any Dependent Enrollees may be continued for up to 29 months from the date the Primary Enrollee’s employment ended. ii) If the Dependent Enrollee: • becomes disabled by the 60th day after the Primary Enrollee’s employment ends; and • is covered for Social Security Disability Income benefits; then coverage for that Dependent Enrollee, the Primary Enrollee and any other Dependent Enrollees may be continued for up to 29 months from the date the Primary Enrollee’s employment ended. However, in the case of a newborn child or an adopted child, the 60 day period as stated above will begin on the date of birth or on the date of placement in the home. GA-PPO-C(2007) 8 11-XXXX iii) If the Primary Enrollee or Dependent Enrollee becomes disabled as described above in i) or ii) respectively, the Primary Enrollee must send the Contractholder a copy of the Social Security Administration’s letter: • within 60 days after they find that the Primary Enrollee or Dependent Enrollee is disabled, and before the 18 month continuation period expires; and again • within 31 days after they find that he or she is no longer disabled. c) Subsequent Qualifying Event. If the Primary Enrollee’s Dependent: i) is a Qualified Beneficiary; and ii) has a subsequent Qualifying Event during the 18 or 29 month continuation period; then coverage for that Dependent Enrollee may be continued for up to 36 months from the date the Primary Enrollee’s employment ended. (2) Loss of Dependent Eligibility. If a Dependent Enrollee’s eligibility ends due to a Qualifying Event other than the Primary Enrollee’s termination of employment, then that Dependent Enrollee’s coverage may be continued for up to 36 months from the date of the event. Such events may include: a) the Primary Enrollee’s death, divorce, legal separation or Medicare entitlement; and b) a child reaching the age limit, getting married or ceasing to be a full-time student. The Primary Enrollee must notify the Contractholder within 60 days of a divorce, a legal separation or child’s ceasing to be an eligible Dependent (as defined by this Contract). One or more subsequent Qualifying Events may occur during the Dependent Enrollee’s 36 month period of continued coverage, but coverage may not be continued beyond 36 months from the date of the first event. (3) Medicare Entitlement. If the Primary Enrollee’s eligibility under this Contract ends when he or she becomes entitled to Medicare benefits, then coverage may not be continued for the Primary Enrollee, but coverage may be continued for any Dependent Enrollees for up to 36 months from the Primary Enrollee’s Medicare entitlement date. a) If the Primary Enrollee’s eligibility under this Contract continues beyond Medicare entitlement but later ends upon termination of employment or retirement, then any Dependent Enrollee may continue coverage for up to: (i) 36 months from the Primary Enrollee’s Medicare entitlement date; or (ii) 18 months from the date the Primary Enrollee’s employment ended (whichever is later). • Election. (1) To continue coverage, the Primary Enrollee or Dependent Enrollees must notify the Contractholder of such election within 60 days from the later of: a) the date of the Qualifying Event; b) the date of loss of coverage; or c) the date the Contractholder sends notice of the right to continue. (2) Continued coverage elected under this section will be effective on the date after the person’s coverage under this Contract would otherwise terminate due to the occurrence of a Qualifying Event, provided: a) the person has notified the Contractholder within the applicable time period stated above, and b) initial Premium for continued coverage has been received within 45 days after the person’s notification. • Termination. Continued coverage will end at the earliest of the following dates: (1) the end of the maximum period for continued coverage shown above; (2) the date this Contract terminates; (3) the last day of the period for which premium has been paid, if any Premium is not paid when due; (4) the date after the date of the initial election to continue coverage on which the Primary Enrollee or Dependent Enrollee: a) first becomes covered under any other group dental plan; or b) first becomes eligible for benefits for Medicare. Once coverage ends, it cannot be reinstated. GA-PPO-C(2007) 9 11-XXXX ARTICLE 3 MONTHLY PREMIUMS 3.01 Contractholder will remit the monthly Premium in the amount and manner shown in Appendix A for all Primary Enrollees and Dependent Enrollees to: Delta Dental Insurance Company Mail Stop 12 B Post Office Box 7564 San Francisco, CA 94120 3.02 This Contract will not be in effect until Delta Dental receives the first month’s Premiums. Subsequent Premiums will be paid by the first day of each month. For each Premium after the first, a grace period of 31 days from the due date will be allowed for the payment of the Premium. This Contract will continue in force during this period; if the Premium remains unpaid at the end of the grace period, this Contract may be terminated by Delta Dental in accordance with the notice requirements of Section 8.01. 3.03 If this Contract is terminated before the end of a Contract Term, Contractholder will pay additional charges in accordance with Article 8. 3.04 Delta Dental will not be responsible or liable for any incorrect, obsolete or unreadable data or information supplied to Delta Dental including, but not limited to, eligibility and enrollment information. 3.05 Delta Dental may change the rate of monthly Premium whenever the Contract is amended as stated in Article 3.06, or whenever the Contractholder requests a change in benefits. Any change in Premium shall not be effective during a Contract Term unless Contractholder and Delta Dental agree in writing, except as provided in Articles 3.06 and 3.07. 3.06 Premiums are based on the number of covered employees at the beginning of each Contract Term. If the Contractholder reports a 15 percent addition or reduction in the number of covered Primary Enrollees for three (3) months in a row, Delta Dental may propose a choice of changes in Premiums or Benefits to remedy the increase in cost per person which may result from the difference in the number of enrolled employees. Within 31 days, Contractholder will select one of the choices by written notice to Delta Dental. If Contractholder fails to do so, Delta Dental may select one of the choices by written notice to Contractholder. This Contract will be modified for all dental services predetermined and paid after notice. 3.07 If during the Contract Term any new or increased tax is imposed on the amounts payable to Delta under this Contract, the amount stated in Appendix A will be increased by the amount of any such new or increased taxes. ARTICLE 4 BENEFITS, LIMITATIONS AND EXCLUSIONS 4.01 Subject to the limitations and exclusions in this Contract, Delta Dental will pay the Benefits stated for each type of dental service described below when provided by a Dentist and when necessary and customary under generally accepted dental practice standards. Delta Dental may use dental consultants to review treatment plans, diagnostic materials and/or prescribed treatments to determine generally accepted dental practices. Additional eligibility periods, if any, for specific services are shown in Appendix A. If an Enrollee receives dental services from a Dentist outside the state of Georgia, the Dentists will be reimbursed according to Delta Dental’s network payment provisions for said state according to the terms of this Contract. PPO Dentists, Premier Dentists and Non-Delta Dental Dentists will be reimbursed at the same amount. If a primary dental procedure includes component procedures that are performed at the same time as the primary procedure, the component procedures are considered to be part of the primary procedure for purposes of determining the benefit payable under this Contract. Even if the Dentist bills separately for the primary procedure and each of its component parts, the total benefit payable for all related charges will be limited to the maximum benefit payable for the primary procedure. GA-PPO-C(2007) 10 11-XXXX 4.02 No change in Benefits will become effective during a Contract Term unless Contractholder and Delta Dental agree in writing. 4.03 Enrollee Coinsurance Delta Dental’s provision of Benefits is limited to the applicable percentage of Dentist’s fees or allowances specified in Appendix A. The Enrollee is responsible for paying the balance of any such fee or allowance, known as the “Enrollee Coinsurance”. Contractholder has chosen to require Enrollee Coinsurances under this program as a method of sharing the costs of providing dental Benefits between Contractholder and Enrollees. If the Dentist discounts, waives or rebates any portion of the Enrollee Coinsurance to the Enrollee, Delta Dental will be obligated to provide as Benefits only the applicable percentages of the Dentist’s fees or allowances reduced by the amount of such fees or allowances that is discounted, waived or rebated. 4.04 Benefits Delta Dental will pay or otherwise discharge the percentage shown in Appendix A of the Contract Allowance for the following services: • Diagnostic and Preventive Benefits (1) Diagnostic: procedures to aid the Dentist in choosing required dental treatment. (2) Preventive: cleaning (periodontal cleaning in the presence of inflamed gums is considered to be a Major Benefit for payment purposes), topical application of fluoride solutions, space maintainers and bite-wing x-rays. • Basic Benefits (1) Palliative: treatment to relieve pain. (2) Sealants: topically applied acrylic, plastic or composite materials used to seal developmental grooves and pits in permanent molars for the purpose of preventing decay. (3) Restorative: amalgam, synthetic porcelain and plastic restorations (fillings) and prefabricated stainless steel restorations for treatment of carious lesions (visible destruction of hard tooth structure resulting from the process of decay). (4) X-rays: full mouth x-rays. • Major Benefits (1) Oral Surgery: extractions and other surgical procedures (including pre-and post-operative care). (2) General Anesthesia: when administered by a Dentist for a covered oral surgery procedure. (3) Endodontics: treatment of the tooth pulp. (4) Periodontics: treatment of gums and bones supporting teeth. (5) Denture Repairs: repair to partial or complete dentures, including rebase procedures and relining. (6) Crowns, Inlays/Onlays and Cast Restorations: treatment of carious lesions (visible decay of the hard tooth structure) when teeth cannot be restored with amalgam, synthetic porcelain or plastic restorations. (7) Prosthodontics: procedures for construction or repair of fixed bridges, partial or completed denture. • Orthodontic Benefits Procedures performed by a Dentist using appliances to treat malocclusion of teeth and/or jaws which significantly interferes with their function. GA-PPO-C(2007) 11 11-XXXX Note on additional benefits during pregnancy - When an Enrollee is pregnant, Delta Dental will pay for additional services to help improve the oral health of the Enrollee during the pregnancy. The additional services each 12 month period while the Enrollee is covered under this Contract include: one (1) additional oral exam and either one (1) additional routine cleaning or one (1) additional periodontal scaling and root planing per quadrant. Written confirmation of the pregnancy must be provided by the Enrollee or her dentist when the claim is submitted. 4.05 Limitations on All Benefits - Optional Services Services that are more expensive than the form of treatment customarily provided under accepted dental practice standards are called “Optional Services”. Optional Services also include the use of specialized techniques instead of standard procedures. For example: • a crown where a filling would restore the tooth; • a precision denture/partial where a standard denture/partial could be used; • an inlay/onlay instead of an amalgam restoration; or • a composite restoration instead of an amalgam restoration on posterior teeth. If an Enrollee receives Optional Services, Benefits will be based on the lower cost of the customary service or standard practice instead of the higher cost of the Optional Service. The Enrollee will be responsible for the difference between the higher cost of the Optional Service and the lower cost of the customary service or standard procedure. 4.06 Limitations • Limitations on Diagnostic and Preventive Benefits: (1) Delta Dental will pay for routine oral examinations and cleanings (including periodontal cleanings) no more than twice in any 12 month period while the person is an Enrollee under any Delta Dental program or dental care program provided by the Contractholder. Note that periodontal cleanings are covered as a Major Benefit and routine cleanings are covered as a Diagnostic and Preventive Benefit. See note on additional benefits during pregnancy. (2) Bitewing x-rays are provided once each 12 months for Primary Enrollees and their spouses and twice in a 12 month period for Dependent Child Enrollees. (3) Topical application of fluoride solutions is limited to Enrollees under age 19. (4) Space maintainers are limited to the initial appliance only for an Enrollee under age 14. • Limitations on Basic Benefits: (1) Full-mouth x-rays or panoramic x-rays will be provided by the Dentist when required, but Delta Dental will only pay for these services once every five (5) years while the person is an Enrollee under any Delta Dental program. (2) Sealants are limited as follows: a) to permanent first molars through age eight (8) and to permanent second molars through age 15 if they are without cavities or restorations on the occlusal surface. b) do not include repair or replacement of a sealant on any tooth within two (2) years of its application. (3) Delta Dental will not pay to replace an amalgam, synthetic porcelain or plastic restorations (fillings) or prefabricated stainless steel restorations within 24 months of treatment if the service is provided by the same Dentist. (4) Delta Dental limits payment for stainless steel crowns under this section to services on baby teeth. However, after consultant’s review, Delta Dental may allow stainless steel crowns on permanent teeth as a Major Benefit.] • Limitations on Major Benefits: (1) Benefits for periodontal scaling and root planing in the same quadrant are limited to once in every 24-month period. See note on additional benefits during pregnancy. (1) Delta Dental will not pay to replace any crowns, inlays/onlays, or cast restorations which the Enrollee received in the previous five (5) years under any Delta Dental program or any program of the Contractholder. (2) Prosthodontic appliances that were provided under any Delta Dental program will be replaced only after five (5) years have passed, except when Delta Dental determines that there is such extensive loss of remaining teeth or change in supporting tissue that the existing fixed bridge or denture cannot be made satisfactory. GA-PPO-C(2007) 12 11-XXXX Replacement of a prosthodontic appliance and/or implant supported prosthesis not provided under a Delta Dental program will be made if Delta Dental determines it is unsatisfactory and cannot be made satisfactory. (3) The initial installation of a prosthodontic appliance is not a Benefit unless the prosthodontic appliance, bridge or denture is made necessary by natural, permanent teeth extraction occurring during a time the Enrollee was eligible under the Contractholder’s prior plan. (4) Delta Dental limits payment for dentures to a standard partial or denture (coinsurances apply). A standard denture means a removable appliance to replace missing natural, permanent teeth that is made from acceptable materials by conventional means. (5) Delta Dental will not pay for implants (artificial teeth implanted into or on bone or gums), their removal or other associated procedures, but Delta Dental will credit the cost of a crown, or standard complete or partial denture that would have been allowed under this dental plan toward the cost of an implant and related services (coinsurances apply). • Limitations on Orthodontic Benefits: (1) The maximum amount payable for each Enrollee during the Enrollee’s lifetime is shown in Appendix A. (2) Payment for Orthodontics is provided monthly. (3) Orthodontic Benefits begin with the first payment due after the person becomes covered, if treatment has begun. (4) Benefits are not paid to repair or replace any orthodontic appliance received under this program. (5) X-rays or extractions are not subject to the Orthodontic maximum. (6) Surgical procedures are not subject to the Orthodontic maximum. (7) [Orthodontic Benefits are limited to dependent child enrollees under the age of 19 or [26 if full-time student]]. (8) Orthodontic Benefits will end with the next payment due if: a) the Enrollee loses coverage; b) treatment is stopped; or c) this Contract is canceled/terminated. 4.07 Exclusions Delta Dental does not pay Benefits for: • treatment of injuries or illness covered by workers’ compensation or employers’ liability laws; services received without cost from any federal, state or local agency, unless this exclusion is prohibited by law. • cosmetic surgery or procedures for purely cosmetic reasons. • services for congenital (hereditary) or developmental (following birth) malformations, including but not limited to cleft palate, upper and lower jaw malformations, enamel hypoplasia (lack of development), fluorosis (a type of discoloration of the teeth) and anodontia (congenitally missing teeth), except those services provided to newborn or adopted children (under the age of 18) for medically diagnosed congenital defect or abnormalities. • treatment to restore tooth structure lost from wear, erosion, or abrasion; treatment to rebuild or maintain chewing surfaces due to teeth out of alignment or occlusion; or treatment to stabilize teeth. Examples include but are not limited to: equilibration, periodontal splinting, or occlusal adjustment. • any Single Procedure started prior to the date the Enrollee became eligible for services under this program. • prescribed drugs, medication, pain killers or experimental procedures. • charges by any hospital or other surgical or treatment facility and any additional fees charged by the Dentist for treatment in any such facility. • charges for anesthesia, other than general anesthesia administered by a licensed Dentist in connection with covered oral surgery services. • extraoral grafts (grafting of tissues from outside the mouth to oral tissues). GA-PPO-C(2007) 13 11-XXXX • treatment by someone other than a Dentist or a person who by law may work under a Dentist’s direct supervision. • charges incurred for oral hygiene instruction, a plaque control program, dietary instruction, x-ray duplications, cancer screening or broken appointments. • services or supplies covered by any other health plan of the Contractholder. • treatment rendered by a person who ordinarily resides in your household or who is related to you (or to your spouse) by blood, marriage or legal adoption. • [the initial placement of any denture or fixed bridge, unless such placement is needed to replace one or more natural, permanent teeth extracted while the Enrollee is covered under this Contract or was covered under [any dental care program with Delta Dental / the Contractholder’s prior dental plan]. The extraction of a third molar (wisdom tooth) will not qualify under the above. Any such denture or fixed bridge must include the replacement of the extracted tooth or teeth.] • services for any disturbance of the temporomandibular (jaw) joints or associated musculature, nerves and other tissues (MPD-TMJ). ARTICLE 5 DEDUCTIBLE, MAXIMUM, & COORDINATION OF BENEFITS 5.01 Deductible As shown on Appendix A, Delta Dental will not pay Benefits for the deductible amount of the Dentist’s Contract Allowance for services received each Calendar Year by an Enrollee. The annual maximum deductible per family, if any, is shown in Appendix A. Only fees an Enrollee pays for services that are described under Article 4 will count toward the deductible. 5.02 Maximum Delta Dental will pay the maximum amount(s) shown in Appendix A per Enrollee for all Benefits under this Contract. 5.03 Coordination of Benefits Delta Dental coordinates the Benefits under this Contract with an Enrollee’s benefits under any other group pre-paid plan or insurance policy designed to fully integrate with other policies. Benefits under one of the plans may be reduced so that combined coverage does not exceed the Dentist’s total fees for covered services. If this is the “primary” plan, Delta Dental will not reduce Benefits, but if the other plan is the primary one, Delta Dental will reduce Benefits otherwise payable under this Contract. The reduction will be the amount paid for or provided under the terms of the primary plan for covered services under Article 4. Order of Benefit Determination Rules: The following rules determine which plan is the “primary” plan: • If the other Plan is not primarily a dental plan, this Plan is primary. • If the other Plan is a dental plan, the following rules are applied: (1) The Plan covering the Enrollee as an employee is primary over a Plan covering the Enrollee as a dependent. (2) The Plan covering the Enrollee as an employee is primary over a Plan which covers the insured person as a dependent; except that: if the insured person is also a Medicare beneficiary, and as a result of the rule established by Title XVIII of the Social Security Act and implementing regulations, Medicare is: a) Secondary to the Plan covering the insured person as a dependent and b) Primary to the Plan covering the insured person as other than a dependent (e.g. a retired employee), then the benefits of the Plan covering the insured person as a dependent are determined before those of the Plan covering that insured person as other than a dependent. (3) Except as stated in paragraph (4), when this Plan and another Plan cover the same child as a dependent of different persons, called parents: a) The benefits of the Plan of the parent whose birthday falls earlier in a year are determined before those of the Plan of the parent whose birthday falls later in that year, but b) If both parents have the same birthday, the benefits of the Plan which covered one parent longer are determined before those of the Plan which covered the other parent for a shorter period of time. GA-PPO-C(2007) 14 11-XXXX (4) In the case of a dependent child of legally separated or divorced parents, the Plan covering the Enrollee as a dependent of the parent with legal custody, or as a dependent of the custodial parent’s spouse (i.e. step-parent) will be primary over the Plan covering the Enrollee as a dependent of the parent without legal custody. If there is a court decree which would otherwise establish financial responsibility for the health care expenses with respect to the child, the benefits of a plan which covers the child as a dependent of the parent with such financial responsibility will be determined before the benefits of any other policy which covers the child as a dependent child. (5) If the specific terms of a court decree state that the parents will share joint custody, without stating that one of the parents is responsible for the health care expenses of the child, the Plans covering the child will follow the order of benefit determination rules outlined in paragraph (3). (6) The benefits of a Plan which covers an insured person as an employee who is neither laid off nor retired are determined before those of a Plan which covers that insured person as a laid off or retired employee. The same would hold true if an insured person is a dependent of a person covered as a retiree and an employee. If the other Plan does not have this rule, and if, as a result, the Plans do not agree on the order of benefits, this Rule (6) is ignored. (7) If an insured person whose coverage is provided under a right of continuation pursuant to federal or state law also is covered under another plan, the following will be the order of benefit determination: a) First, the benefits of a Plan covering the insured person as an employee or Primary Enrollee (or as that insured person’s dependent); b) Second, the benefits under the continuation coverage. If the other Plan does not have the rule described above, and if, as a result, the Plans do not agree on the order of benefits, this rule is ignored. (8) If none of the above rules determine the order of benefits, the benefits of the Plan which covered an employee longer are determined before those of the Plan which covered that insured person for the shorter term. ARTICLE 6 CONDITIONS UNDER WHICH BENEFITS WILL BE PROVIDED 6.01 Choice of a Dentist Enrollees may choose a Dentist from Delta Dental’s panel of PPO Dentists and Premier Dentists, or Enrollees may choose a Non-Delta Dental Dentist. A list of Delta Dental Dentists can be obtained by accessing the Delta Dental National Dentist Directory at www.deltadentalins.com. Enrollees are responsible for verifying whether the selected Dentist is a PPO Dentist or a Premier Dentist. Dentists are regularly added to the panel. Additionally, Enrollees should always confirm with the Dentist’s office that a listed Dentist is still a participating PPO Dentist or Premier Dentist. PPO Dentist The PPO program potentially allows the greatest reduction in Enrollees’ out-of-pocket expenses, since this select group of Dentists will provide dental Benefits at a charge which has been contractually agreed upon between Delta Dental and the PPO Dentist. Premier Dentist The Premier Dentist, which include specialists (endodontists, periodontists or oral surgeons), has not agreed to the features of the PPO program; however, you may still receive dental care at a lower cost than if you use a Non-Delta Dental Dentist. Non-Delta Dental Dentist If a Dentist is a Non-Delta Dental Dentist, the amount charged to Enrollees may be above that accepted by the PPO or Premier Dentists. Non-Delta Dental Dentists can balance bill for the difference between the MPA and the Non-Delta Dental Dentist’s Approved Amount. For a Non-Delta Dental Dentist, the Approved Amount is the Dentist’s submitted charge. Additional advantages of using a PPO Dentist or Premier Dentist • The PPO Dentist and Premier Dentist must accept assignment of Benefits, meaning PPO Dentists and Premier Dentists will be paid directly by Delta Dental after satisfaction of the deductible and coinsurance, and the Enrollee does not have to pay all the dental charges while at the dental office and then submit the claim for reimbursement. • The PPO Dentist and Premier Dentist will complete the dental Claim Form and submit it to Delta Dental for reimbursement.] GA-PPO-C(2007) 15 11-XXXX 6.02 International SOS Enrollees can obtain referrals for care outside of the United States through Delta Dental’s partnership with International SOS Assistance Inc. (I-SOS). I-SOS provides referrals to Dentists and dental clinics in nearly 200 countries worldwide. English-speaking operators are available around the clock to answer questions and assist with scheduling care. Delta Dental coverage outside the U.S. is the same as Delta Dental out-of-network coverage within the U.S. Reimbursement is determined by the group’s specific plan design and is based on the out-of-network benefit provided through the plan. The I-SOS referral service is offered through a partnership agreement and will not be available if the agreement terminates. 6.03 Clinical Examination Before approving a claim, Delta Dental may obtain, to such extent as may be lawful, from any Dentist, or from hospitals in which a Dentist’s care is provided, such information and records relating to an Enrollee as Delta Dental may require to administer the claim. Or Delta Dental may require, at its expense, that an Enrollee be examined by a dental consultant retained by Delta Dental in or near his community or residence. Such information and records will be kept confidential. 6.04 Notice of Claim Forms Delta Dental will furnish to any Dentist or Enrollee, on request, a standard Claim Form to make a claim for payment of Benefits. To make a claim, the form must be completed and signed by the Dentist who performed the services and by the Enrollee (or the parent or guardian of a minor) and submitted to Delta Dental at the address shown thereon. If Delta Dental does not furnish the form within 10 days after requested by a Dentist or Enrollee, the requirements for proof of loss set forth in section 6.06 of this Contract will be deemed to have been complied with upon the submission to Delta Dental within the time established in said section for filing proof of loss, of written proof covering the occurrence, the character and the extent of the loss for which claim is made. Enrollees may download a Claim Form from Delta Dental’s web site. 6.05 Pre-Treatment Estimate A Dentist may file a Claim Form before treatment, showing the services to be provided to an Enrollee. Delta Dental will predetermine the amount of Benefits payable under this Contract for the listed services. Benefits will be processed according to the terms of this Contract when the treatment is performed. Pre-Treatment Estimates are valid for 60 days, or until an earlier occurrence of any one of the following events: • the date this Contract terminates; • the date the Enrollee’s coverage ends; or • the date the Premier Dentist’s or PPO Dentist’s agreement with Delta Dental ends. 6.06 Written Notice of Claim/Proof of Loss Delta Dental must be given written proof of loss within 90 days after the date of the loss. If it is not reasonably possible to give written proof in the time required, the claim will not be reduced or denied solely for this reason, provided proof is filed as soon as reasonably possible. In any event, proof of loss must be given no later than one year from such time (unless the claimant was legally incapacitated). All written proof of loss must be given to Delta Dental within 6 months of the termination of this Contract. 6.07 Time of Payment Indemnities payable under this Contract for any loss other than loss for which this Contract provides any periodic payment will be processed: • within 15 working days after receipt of due written proof of such loss. If additional information is requested to process the claim, Delta Dental will notify the Primary Enrollee and the Dentist within 15 working days of written proof of loss. Any undisputed portion of the claim will be processed within the 15 working days; and • within 15 working days after the requested information is received for any disputed portion of the claim. Claims not processed as stated above are subject to a charge of 18 percent interest per annum. Subject to due written proof of loss, all accrued indemnities for loss for which the Contract provides periodic payment will be paid monthly and any balance remaining upon the termination of liability will be paid immediately upon receipt of due written proof. GA-PPO-C(2007) 16 11-XXXX 6.08 Claims Appeal Delta Dental will notify the Enrollee and his/her Dentist if Benefits are denied for services submitted on a Claim Form, in whole or in part, stating the reason(s) for denial. The Enrollee or his/her Dentist has 180 days after receiving a notice of denial to appeal it by writing to Delta Dental giving reasons why he/she believes the denial was wrong. The Enrollee and his/her Dentist may ask for copies, at no cost, of any pertinent documents that are relevant to the claim. The Enrollee or his/her Dentist may also ask Delta Dental to examine any additional information he/she includes that may support his/her appeal. Delta Dental will make a full and fair review within 60 days after Delta Dental receives the request for appeal. Delta Dental may ask for more documents if needed. In no event will the decision take longer than 60 days. The review will take into account all comments, documents, records or other information, regardless of whether such information was submitted or considered initially. If the review is of a denial based in whole or in part on lack of dental necessity, experimental treatment or clinical judgment in applying the terms of this Contract, Delta Dental shall consult with a Dentist who has appropriate training and experience. The review will be conducted for Delta Dental by a person who is neither the individual who made the claim denial that is subject to the review, nor the subordinate of such individual. The identity of such dental consultant is available upon request whether or not the advice was relied upon. If the Enrollee believes he/she needs further review of said claim, he/she may contact his/her state insurance regulatory agency if applicable or bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974 (ERISA) if this Contract is subject to ERISA. 6.09 To Whom Benefits Are Paid Payment for services provided by a PPO Dentist or Premier Dentist will be made directly to the Dentist. Any other payments provided by this Contract will be made to the Primary Enrollee, unless the Primary Enrollee requests when filing proof of loss that the payment be made directly to the Dentist providing the services. All Benefits not paid to the Dentist will be payable to the Primary Enrollee, or to his estate, except that if the person is a minor or otherwise not competent to give a valid release, Benefits may be payable to his parent, guardian or other person actually supporting him. ARTICLE 7 GENERAL PROVISIONS 7.01 Entire Contract; Changes This Contract, including the Application and the attachments listed in Article 9, is the entire agreement between the parties. No agent has authority to change this Contract or waive any of its provisions. No change in this Contract will be valid unless approved by an executive officer of Delta Dental. 7.02 Severability If any part of this Contract or an amendment of it is found by a court or other authority to be illegal, void or not enforceable, all other portions of this Contract will remain in full force and effect. 7.03 Conformity With State Laws All legal questions about this Contract will be governed by the state of Georgia where this Contract was entered into and is to be performed. Any part of this Contract which, on its Effective Date, conflicts with the laws of Georgia is hereby amended to conform to the minimum requirements of such laws. 7.04 Misstatements on Application; Effect In the absence of fraud or intentional misrepresentation of material fact in applying for or procuring coverage under the terms of this Contract, all statements made by the Contractholder will be deemed representations and not warranties. No such statement will be used in defense to a claim under this Contract, unless it is contained in a written instrument signed by the Contractholder, a copy of which has been furnished to such Contractholder. GA-PPO-C(2007) 17 11-XXXX 7.05 Legal Actions No action at law or in equity will be brought to recover on this Contract before 60 days after proof of loss has been filed in accordance with requirements of this Contract; nor will an action be brought after the expiration of three (3) years after the time written proof is required to be furnished. 7.06 Not in Lieu of Workers’ Compensation This Contract is not in lieu of and does not affect any requirements for coverage by workers’ compensation insurance. 7.07 Certificate of Insurance Delta Dental will issue to the Contractholder for delivery to each Primary Enrollee a certificate summarizing the Benefits to which they are entitled and to whom Benefits are payable. The certificate is not assignable and the Benefits are not assignable prior to a claim. If any amendment to this Contract will materially affect any Benefits described in the certificate, new certificates or riders showing the change will be issued. 7.08 Publications About Program Contractholder and Delta Dental agree to consult as is reasonably practical on all material published or distributed about this Contract. No material will be published or distributed which conflicts with the terms of this Contract. 7.09 Professional Relationship Contractholder and Delta Dental agree to permit and encourage the professional relationship between Dentist and Enrollee to be maintained without interference. 7.10 Notice; Where Directed All formal notice under this Contract must be in writing and sent by first-class United States mail, overnight delivery service, or personal delivery. Notice by United States mail will be effective 48 hours after mailing with fully prepaid postage. 7.11 Indemnification Contractholder will indemnify, defend and hold harmless Delta Dental, its directors, officers, employees, agents and affiliated companies against any and all claims, demands, liabilities, costs, damages and causes of action or administrative proceedings whatsoever, including reasonable attorney’s fees, arising from Contractholder’s negligent performance or non-performance of its obligations under this Agreement. Delta Dental will indemnify, defend and hold harmless Contractholder and its directors, officers, employees and agents, against any and all claims, demands, liabilities, costs, damages and causes of action or administrative proceedings whatsoever, including reasonable attorney’s fees, arising form Delta Dental’s negligent performance or non- performance of its obligations under this Agreement. 7.12 Time Limit On Certain Defenses After this Contract has been in force for three (3) years from the Effective Date, no statement made by the Contractholder will be used to void this Contract. No statement by you, with respect to the an Enrollee’s insurability, will be used to reduce or deny a claim or contest the validity of insurance for such Enrollee after that person’s coverage has been in effect three (3) years or more during his or her lifetime. 7.13 Compliance with Administrative Simplification, Security and Privacy Regulations Contractholder shall comply in all respects with applicable federal, state and local laws and regulations relating to administrative simplification, security and privacy of individually identifiable Enrollee information. The Contractholder agrees that this Contract may be amended as necessary to comply with federal regulations issued under the Health Insurance Portability and Accountability Act of 1996 or to comply with any other enacted administrative simplifications, security or privacy laws or regulations. GA-PPO-C(2007) 18 11-XXXX 7.14 Impossibility of Performance Neither party shall be liable to the other or be deemed to be in breach of this Contract for any failure or delay in performance arising out of causes beyond its reasonable control. Such causes are strictly limited to include acts of God or of a public enemy, explosion, fires, or unusually severe weather. Dates and times of performance shall be extended to the extent of the delays excused by this paragraph, provided that the party whose performance is affected notifies the other promptly of the existence and nature of the delay. ARTICLE 8 TERMINATION & RENEWAL, 8.01 This Contract may be terminated only as follows: • By Contractholder upon 30 days written notice. • By Delta Dental, (1) upon 60 days written notice if Contractholder fails to furnish Delta Dental a list of all Enrollees as required under section 2.01; or (2) upon 60 days written notice if Contractholder fails to permit Delta Dental to inspect Contractholder’s records as called for under section 2.02; or (3) upon 31 days written notice if Contractholder fails to pay Premiums, in the amount and manner required by Article 3. • By Delta Dental, if Contractholder reports fewer than the Minimum Number of Primary Enrollees shown in Appendix A for three (3) consecutive months. Delta Dental must give Contractholder notice within 15 days after receiving the list of Primary Employees which shows that Delta Dental may terminate on this basis. • By Delta Dental at the end of a contract term upon 60 days written notice. 8.02 In the event this Contract is terminated under the second bullet item in Section 8.01, Contractholder will become immediately obligated upon termination to pay Delta Dental for that portion of the monthly Premium which constitutes for the current Contract Term Delta Dental’s direct costs of administering this Contract (calculated by subtracting the pure premium from the total premium) multiplied by the remaining number of months from the date of termination to the expiration of the current Contract Term, but the amount will not exceed 25 percent of the total premium for the entire Contract Term. 8.03 If Contractholder notifies Delta Dental that it intends to terminate this Contract upon less than 30 days notice, Section 8.02 will apply as if Delta Dental terminated this Contract under Section 8.01 second bullet. 8.04 Delta Dental will not be required to predetermine services if this Contract is terminated for any cause nor will Delta Dental be required to pay for services performed beyond the termination date except for completion of Single Procedures commenced while this Contract was in effect. 8.05 Delta Dental will provide 60 days advance written renewal notice prior to the end of the initial or any subsequent contract terms indicating if Premiums and/or Benefits will remain the same or change. The Contractholder’s payment of the Premium indicated in the renewal notice for the new Contract Term will signify the Contractholder’s acceptance of the renewal. If the Contractholder fails to provide written notification to Delta Dental of non- renewal by the date indicated in the renewal letter and/or does not pay the Premiums indicated in the renewal notice with the new Contract Term, Delta Dental will terminate this Contract under 8.01 second bullet, item (3). ARTICLE 9 ATTACHMENTS These documents are attached to this Contract and made a part of it: Appendix A Group Policy Schedule Copy of Application GA-PPO-C(2007) 19 11-XXXX APPENDIX A GROUP POLICY SCHEDULE Contractholder Name: AUGUSTA-RICHMOND COUNTY Address: Group Number: Effective Date: January 1, 2009 Contract Term: January 1, 2009 through December 31, 2011 Benefits: In-Network Out-of-Network Diagnostic and Preventive Benefits: 100% 100% Basic Benefits: 80% 80% Major Benefits: 50% 50% Orthodontic Benefits: 50% 50% Waiting Periods: • Major Benefits are limited to Enrollees who have been enrolled in this Contract for 12 consecutive months. The waiting period for a Dependent Enrollee is determined by the Primary Enrollee’s length of coverage. Waiting periods are calculated for each Primary Enrollee from the effective date reported by the Contractholder for said Primary Enrollee. • Orthodontic Benefits are limited to Dependent Children of Primary Enrollees who have been enrolled in this Contract for 12 consecutive months. The waiting period for a Dependent Enrollee is determined by the Primary Enrollee’s length of coverage. Waiting periods are calculated for each Primary Enrollee from the effective date reported by the Contractholder for said Primary Enrollee. Deductible Amount: For each Enrollee per Calendar Year: 50. For each family per Calendar Year: $150. The deductible does not apply to Diagnostic and Preventive Services or Orthodontic Services. Maximum Amount: $1,000 per Enrollee for each Calendar Year. $1,000 per Dependent Child Enrollee per lifetime for Orthodontic Benefits. Delta Dental will receive credit for any amounts paid under the Contractholder’s previous dental care contract, if applicable, for Orthodontic Benefits. These amounts will be credited towards the maximum amounts payable for Orthodontic Benefits. Termination: Less than 10 Primary Enrollees. Premiums: Monthly Amount: Per Primary Enrollee: $17.26 Per Primary Enrollee with one Dependent Enrollee: $35.00 Per Primary Enrollee with two or more Dependent Enrollees: $52.49 GA-PPO-C(2007) 20 11-XXXX Payment Breakdown: Contractholder shall pay: % for Primary Enrollee % for Dependent Enrollees Primary Enrollee shall pay: % for personal coverage % for Dependent coverage Delta Dental shall receive a full month’s Premium for all Enrollees. Contractholder may charge persons electing continued coverage pursuant to Title X of P.L. 99 as permitted by law. Directory of Delta Dental PPO and Delta Dental Premier® Dentists Georgia Edition Delta Dental Insurance Company Attachment number 9Page 1 of 63 INS-Combo-5/07 Delta Dental PPO and Delta Dental Premier® Dentists How to use this directory This directory contains the names of Delta Dental PPO dentists and Delta Dental Premier dentists (“Delta Dental dentists”) in your state. You may obtain treatment from any licensed dentist, but if you select a Delta Dental dentist (including a PPO dentist), you receive additional advantages: x Delta Dental dentists complete claim forms and submit them directly to Delta Dental. x You pay only your portion of the bill at the time of treatment because Delta Dental pays its portion directly to the dentist. x Delta Dental dentists establish certain fees with Delta Dental, which means your costs will probably be lower than if you visit a non-Delta Dental dentist. If you are enrolled in a PPO plan, you will generally save the most on out-of-pocket expenses if you visit a PPO dentist. A PPO dentist is indicated in this directory by a “*” next to the dentist’s name. However, if you choose to visit an out-of-network dentist, you may still save some money on out-of pocket expenses, and you’ll have the protection from balance billing that visiting any Delta Dental dentist provides. If you select a non-Delta Dental dentist, you may be responsible for the entire dental bill at the time of treatment; which means you will have to wait for reimbursement for any covered amounts from Delta Dental. Your benefit booklet lists your benefits, limitations and exclusions, and explains coinsurance costs. This directory is current as of May 2008 and replaces all previous editions. Please note that it is subject to change without notice. Therefore, we strongly recommend that you ask your dentist about his or her current status as a participating PPO dentist or Premier dentist with Delta Dental. For the most current list of PPO and Premier dentists in your area, use our online directory at www.deltadentalins.com. If you experience any problems with a Delta Dental dentist, a written explanation should be sent to the following address: Delta Dental Insurance Company Attn: Customer Service 1000 Mansell Exchange West, #100-#100 Alpharetta, GA 30022 Toll-free (800) 521-2651 Dental Specialties General dentists provide a full range of services for the entire family. Endodontists specialize in diseases and injuries of the tooth pulp, performing such services as root canals. Oral surgeons remove impacted teeth and repair fractures of the jaw and other damage to the bone structure around the mouth. Orthodontists correct misaligned teeth and jaws, usually by applying braces. Pediatric dentists limit their practices to children and teenagers. Periodontists treat diseases of the tissues that support and surround the teeth. Prosthodontists specialize in the restoration of natural teeth and/or the replacement of missing teeth with crowns, bridges, dentures, implants and other procedures. Delta Dental’s Mission: To advance dental health and access through exceptional dental benefits service, technology and professional support. 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Attachment number 9Page 5 of 63  && &  "*"'(!       &#'+ &"*"'(!      $!#"(& "*"'(!        $(&& &&        )#&+-" "(#&-'     # "(#" +-"(#&-'      $!#"(& *"'       ! )"+##-       &#'+ &"   ''       $(&&"#"&          &!#"(&"#"#       &#'+ &" # "(       )"$&'(" #&),          !!#"& #-&        &#'+ & &"!"+        "+-&##'&        $(&&"+'( &#+"        !!#"& )#&         !!#"& )#&         && & )'        "&) '&  "'&         $(&"+- !$        &#'+ &'( "' &'         +$(&'( &"'       $#" #"*" &(&'       !&(('("+ &(&'        '&'+(#"#'$ '-      && & ) -       !!#"& ) -      !&(('("+  '"*        $#" #"*" '"*        )#&+-""'     # "(#" +- "'      ! ()&&"        ' #+#&&"#)       ! )"+##-&'("'"        &"&&$+-'+  &       $!#"(& #"         ! &&'+'( # !"!        ! &&"+ # "'        "+##*' # "'       "&'#"! &##&       # "(#" +-#,"      )#&+-"#,"      '&'+ "-+      !&(('("+ &(-$!        !!#"& *(       )#&+- #&!       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Attachment number 9Page 6 of 63 !!#"&   *"+        "!"!-'&       #&$#&('%"  "!     !!#"& #&        )#&+-" #&#"'       #&(#+"'% #&#"!       $&&&"'(&-'#"$!        &#'+ & &"        $!#"(* &''"&!       +$(&'("+)$($&        && & )$($&       !(&#$# ("$+-)""      !!#"&  +-"!'        ! )"+##-&!       ! &&"+ &      #&$#&('%"  +      '&'+  +      !!#"& !"       +"(&'$ &!.$#)&        &#'+ &"&     && &  "&       $!#"(& &"''        $!#"(& &"''         $(&)"+##-&&#*        $(&'(" &&'        ('("+&&'#"+      # "(#" +-'""      )#&+-"'""     !!#"&  -'        $#+&'&&-&"+)'      $(&'("  &        &"(-&          && &  #"'        $!#"(* ##&&!        $!#"(* ##&&!        )#&+-"')'     # "(#" +- ')'     # "(#" +-)-"$      )#&+-")-"$     !!#"& '#"       ! && '#"!        &#'('+        * "*'+#"        )#&+-"#"     # "(#" +- #"       #+ ! & &""&       "&) '&+((         '& #"'#"          '&'+ #"'(#"      #&$#&('%" #"'(#"     !!#"& #"'        +$(&'("+#"'(        && &   "(&       " "*"$ "!        && & ' "!       +$(&'( (.!      & $+- &&&         * "*'+!         +##*'!'         &#'+ &'( #'-       $(&)"+##- #+'"        ! )"+##- !&(     !!#"&  !#(        )!& "$+-' &'"       &#'+ & *((+     !!#"&  *((+       ! )"+##-       $'&&-&"          " "*" '+        ('# '*' '(&       & $*&"(- +'       "&'#"! & !&'         '&'+ (( &$       && &  *"'(#"&       +$(&'("+ *"'(#"&        $(&'(" #"&       ! )"+##- #"&      $!#"(* #"&       && & ##$&       Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  General Dentists ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 7 of 63 && & ##$&+       !!#"& #$$!       &#'+ &'(  )        "$&$  )!$"      && &  !(        )#&+-"! -(&&     # "(#" +-! -(&&     !!#"& !'       !!#"&  !)&-       '&'+'(*!#-$&      !!#"& !!#"         $'&&-& !!'(&       && &  !'"'         $(&&! '(          !#&#'#&" ! 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Attachment number 9Page 10 of 63  )!& "$+-'  !"+        !!#"&  (         !!#"&  #(&'#       ! )"+##- #(&'#     !!#"&  !       ! )"+##-$&#"&"      +$(&'( &'      !!#"& ' -&        !#"&#&" ' *&       ! )"+##-'(&(&       && & (#!$'#"'       "&) '&(#!$'#"'        $(&'( + !'&&!          $!#"(& + !'&&!         '&'+'(+&(!'        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'$&$  '(.$       '$&$  ' *&'("        +$(&'( '+("       "&) '& '+("        #&$#&('%" (&$$      "&) '&+'"(#"         +$(&'( +'"(#"      !!#"&  )$&#"        "-+ & * #)'"&         "-+ & *&#&(''         "-+ & *(-         "-+ & *+ &&"         &#'("''        Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  Orthodontists Pedodontists ! )"+##-"&"      Periodontists !!#"& !       Prosthodontists   * "*'+ "'#"         Endodontists  "-+ & *!&#)+        General Dentists  "-+ & *  '-&        ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 11 of 63  +'"(#"&'(  !&        "-+ & *"&(        # "!$&"&(        $&#''#" $+-""((        ++ &$+- ""((&         "-+ & *  #'         "-+ & *#)&         "*#+&'&+       "(& * #-        "-+ & *&((!         "-+ & *&((++         "-+ & *&' (#"         + (#"+-,( &(("!!         "-+ & *&#+"&         "-+ & *&#+""+         "-+ & * "&'         "-+ & * )!"+         "-+ & *"         "-+ & *"-        + && $$&$       + &&  $$&        "-+ & *# !"         "-+ & *#!&&+         "-+ & *##$&&         + && ##$&'       #&+ '#"&&#+"        $#&&&)$        "-+ & *)&('         "-+ & * .)'.         "-+ & **"$#&(!        # )!&'(*'$        "-+ & *&#''''         "-+ & * '("#         "-+ & *&'#         !&')&&# '&!        "-+ & *# ''&         "'&& # ''&        "-+ & * #& &(         "-+ & *#&('#"+!         "-+ & *&.&        $ '"(#!& #"      *& -('&# &'&         "-+ & *&$&        "-+ & *!"'(         "-+ & *           "-+ & *          "-+ & *!!#"         +'"(#"&&-&        "-+ & * -+##*         "-+ & * (         "-+ & *        + &&#'&        "(& * #'&(        "-+ & *# !'&         &'(#((+       &(#"$ &#"'#"$        "#&(+##& #$ "&$       "-+ & * (" '!         "-+ & *#'         )!$"&" $       "-+ & * &""+         "-+ & *#)'&         +&('#&#& & -!'        "-+ & * .&         "-+ & * *&        '(#"& ##%        "-+ & *!&(&&         "-+ & *!&(         "-+ & * ! !-&         +'"(#"&!&'+       "-+ & *!&(#"         "-+ & *!''-         # )!&'( !''-        "-+ & *!..) (        #&#"+-'(!(        "-+ & *!! "         "-+ & * !(         ))'(+'($+-!# #*"!          "-+ & *!#&&'!        Delta Dental Premier® and Delta Dental PPO Dentists for Georgia   General Dentists ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 12 of 63  ('( !#''!         "-+ & *!#.&!'         "-+ & *!)!$#+&'         !&')&&!)&$-        "*'( !)&$-        "-+ & *"--&         "-+ & *",          "-+ & *#)&         "-+ & * #)&)         "-+ & *$' -         "-+ & *$## &!         "-+ & *$&)((!         +'"(#"& &""       "-+ & *&"#         )!$"&&"         $#&&&&-       "-+ & * &#!&         "-+ & *&#)(&         "-+ & *&)&        + (#"+-') &(       + && '+-&"        "-+ & *'&(         "-+ & *'$$          "-+ & *')'(&        + && '#((&        "-+ & *'"+         "-+ & *'&#)(!         "-+ & *') &         !&')&& '!'!       "-+ & *'!( (        ))'(+'($+-'$&( "+      )&-'&&-&'$&( "+       # )!&'( '("        "-+ & *'+((       + (#"+-,((         "-+ & *(#!'         "'&& (#!'#"&       )&-'&&-&(!!&!"        $ '"(#!&(#!&      ))'(+'($+-*&"#"!#          "-+ & * +(         "-+ & *+)&         "-+ & *+         "-+ & *+'!"!         # )!&'( +'(!#& "+$        "-+ & *+'(#"&         "-+ & *+ "'*(         # )!&+ '#"'      *'&'(&#'       ))'(+'($+- '(&       "-+ & * '(&        #&+ '#"& & #("       "-+ & *&)'#"+         "-+ & *((&         "-+ & *&!"++         "-+ & * # .)&!        #&+ '#"&#-&       "-+ & *#". !"&         "-+ & * #"          "-+ & *#'#&"($         "-+ & *''         "-+ & *'#+          "-+ & * '(*"'!&         "-+ & *(&+-         "-+ & *&#+'        )&-'&&-& &(&        + (#"+-,()        "-+ & * #"         "-+ & *"'        &#&(" & !&("       "-+ & *$#+ &'        "(& *%)& '      + &&&#&'!        "-+ & * '".(         "-+ & *'(#'(         Delta Dental Premier® and Delta Dental PPO Dentists for Georgia   General Dentists Oral Surgeons #&+ '#"& !"&      Orthodontists  "-+ & *&#"'#"        ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 13 of 63  $ '"(#!& (&#((&(        # )!&'()(&!&        "-+ & *&'!         "-+ & *'&(        ))'(+'($+- &        "-+ & *&"(         "-+ & * !"!        ))'(+'($+-&"( -      )&-'&&-& &"( -       "-+ & *"'        + &&(#          ))'(+'($+-!#''($       "-+ & * $' -        ))'(+'($+-$&&-#      )&-'&&-&$&&-#      # )!&'()(&!&        "-+ & * +'"         "-+ & *'%) $         "-+ & *-#)!        ))'(+'($+- "(        "-+ & *"'$         "-+ & *#"+         "-+ & *#(        "-+ & * #((&         "-+ & *! #(         "-+ & *!.         "-+ & *!"         "-+ & * "#         "-+ & *$&&-+        +! $&&$##&(        "-+ & *$#+ "         "-+ & * +'#)         "-+ & *&$'         "-+ & *#"!         "-+ & * &&!         "-+ & *&"&!         "-+ & *# !"!         # )!&'( # !"!        "-+ & *)""+         "-+ & **"#         "-+ & *!#&&'&+         "-+ & * !-&'!         "-+ & *"#"!         "-+ & *" '#"'         "-+ & *$&&!         "-+ & * $&&&         "-+ & *$ )!!&         "-+ & *&*&!#& '+         "-+ & *'&"          )'( &'( &(& !      !) -&'(&&'     )'( &'(  -      +'(#""(#&"&'(    +'(#""(#&"+"      )'( &'( $&"'+     !) -&'( $&&-(    !) -&'('!!'!    !) -&'(-# )&"     !) -&'( (&+-       !) -&'('&(    !) -&'(  "(#"    !) -&'(&+&    +'(#""(#&!,'#"'     !) -&'($((' !    !) -&'( &#''(    !) -&'(&#''(!    !) -&'(-##    Delta Dental Premier® and Delta Dental PPO Dentists for Georgia   Orthodontists Pedodontists Periodontists Prosthodontists  "-+ & *&)'&&"#         General Dentists  !) -&'( &&# &+      Oral Surgeons  !) -&'("'-&+       Orthodontists !) -& #+&(     Pedodontists !) -&'('&(        General Dentists  '#(+ '( )!$"       ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 14 of 63  '#(+ '( + "       # )!'(!'"*       $&&-*&##'$       !"'('( )&'"*       +"'('' "!       #*'(+ !'"        !& - " * !       !& - ")"(&       !& - "! (#"       !& - "" &!       !& - " &#''$       !& - "*"+(&         & "&'( !        & "&'( +"       +-  !..) (        +-'( $-"         +-(!         )& '(+ !'&      (!#""(#&  #!         (!#""(#&# "&"        '#$$&'+-'( !'-&        '#$$&'+-'( #"        '#$$&'+-'( #"'#"!&        '#$$&'+-'( ""-!&        )"$&&"-(!       '('( !''-        '#$$&'+-'( &)$        '#$$&'+-'( '!(&!        '#$$&'+-'( '## #!         ( !"* + '#"!          ( !"*+ '#"(         $&#''#" &         $&#''#" & $'(#&       $&#''#" & +       '#$$&'+-'(($$"(        +- "! )&"'       #!!&&'(()&"&         )#&&'!       )#&& !'       )#&&"''       )#&& ,"&       )#&&&#!      &"'$& &#+"*        ! (#"! & $$&         )#&&*(       )#&&#+'-'      )#&&'( *"(        )#&&"-(!       )#&&#+      )#&! &#'(&!         )#&&  *"+      " '#"&##" * #*&+"         Delta Dental Premier® and Delta Dental PPO Dentists for Georgia     General Dentists   General Dentists    General Dentists Oral Surgeons   General Dentists Orthodontists  ( "(+-!&("        General Dentists  !( *&#        General Dentists  &"#&-&##"-#       General Dentists * -&)"& &'"       General Dentists '#$$&'+-'(          Oral Surgeons $&#''#" & &&       Orthodontists  $&+##&'&#!&        Pedodontists '#$$&'+-'( $&.$          General Dentists  +- "! )&"       Endodontists  #!!&&'( &'!       General Dentists   )#&&'      ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 15 of 63   )#&& #&      ! (#"! &&-'$         )#&&+-"!'       )#&&'#"       )#&& #"'      )#&&'( !&(        )#&& !#(       )#&& *((+       )#&& !'       )#&&!)&-      ! (#"! &!".'       ! (#"! &!-&"         )#&& $&&       )#&&$&&      &"'$& $-"          )#&&$&#!#+(('!       )#&& $&       )#&&&.!&      # "$+-& -          )#&&'&!'       )#&& '!(       )#&&'# ('      # "$+-'(& "          )#&&(&'!      )#&&'( *"        ! (#"! &+-(!         )#&& '#"&     " '#"&##" * "'(#"'        " '#"&##" * ""(        " '#"&##" * ""( '         )#&+-'(( &!"&&        #!!&&'(  '&        #!!&&'(&"&       " '#"&##" *#          )#&&#"'     " '#"&##" * !&&$        " '#"&##" * *-'        " '#"&##" *!&        " '#"&##" * !&'&          )#&&! (#"     " '#"&##" *")""&        " '#"&##" *$( $$         #!!&&'( $('*       " '#"&##" *'"&$        " '#"&##" *'!#)'&        " '#"&##" ** .!&        " '#"&##" * +('' !        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Attachment number 9Page 16 of 63  '&#'( &#+"        )& &&')'        &)&"!&-&&        &)&" $&!(&'       + !#"(&'(&#(#+##      +&((" "       +&((""'(#"'       +&(("  ""(       +&((" ""( '       "+(#+"&")"        +&(("#       +&((" !&&$       +&((" *-'       +&(("!&       +&(("!&'&       +&((" ")""&       +&(("$( $$       +&(("'"&$       +&((" '!#)'&       +&(("* .!&       +&(("+('' !       +&(("+)"& &        &*&'(#"$+-#!      )!!"+-'( +'(     ','& !&&(('*        )!!"+-'( &)'' +      )!!"+-'( &)'' +     )!!"+- '#&&     #' "'("'(#"'     #' "'( ""(     #' "'( ""( '     ','&'(  &-+      #' "'(#     #' "'(!&&$     #' "'( *-'     #' "'(!&     #' "'(!&'&     #' "'(")""&     #' "'( $( $$     #' "'('"&$     #' "'('!#)'&     #' "'(* .!&     #' "'( +('' !     #' "'(+)"& &      "*&&        ,'($&(&!       ,'(+ '$       '$&'(*'*"" #     '$&'()*      '$&'( +&(!'     !#"&& &&$      #)&(-&&'(.& !      )&'( !&       #+"( !&(     !&('% !+     #)&(-&&' !-      "&+"'( #+&-&      +'(*'(!&("!!      +- " #       "(""'''( $&      "(""'''( '      (#"$ +'       #&"&&'$-"'(#"'      Delta Dental Premier® and Delta Dental PPO Dentists for Georgia   General Dentists   General Dentists Oral Surgeons  General Dentists  &*&'(#"$+-!'#""      Oral Surgeons #' "'(  "     Orthodontists ','&'( '!(        General Dentists "+""'(  $     Orthodontists '$&'( )'!     Pedodontists  "*!'#"         General Dentists  + ")(&#*&')      Oral Surgeons  #&"&&'$-  "      ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 17 of 63  #&"&&'$-  ""(       #&"&&'$- ""( '       #&"&&'$-#       #&"&&'$-!&&$       #&"&&'$- *-'       #&"&&'$-!&       #&"&&'$-!&'&       #&"&&'$-")""&       #&"&&'$- $( $$       #&"&&'$-'"&$       #&"&&'$-'!#)'&       #&"&&'$-* .!&       #&"&&'$- +('' !       #&"&&'$-+)"& &      #+"(&&&&+     #+"($&#"&"     #+"( '#)$     #+"(-*&"     #+"(  (&&      '(*"-     '(* #"'&     '(*""(     '(*"     '(* !+     '# '( !+       "*!( &&      $ "((#"*$ ("&      '(*$(&'     $ "((#"* + (      )#&+-'( "       )#&+-'( #        ! ()&& ")-" (       ' #+#&(&")-"$       "$(&&&#+"&        ' #+#&&"* ""        "(*' ((&        #  (#" -+ !'"       $#" #"*&*-(       $#" #"*  "&&!       $#" #"*#'#&"!       '($"*      +- ' #,        +- '$#+          # "(#" +- )( &&       $#", * &"'        #-&'($$'       $#", * (.!         $#", * !&'*&         $#", * !! #"!        &"+  *"(( '$      &"+  *$&##       $#", * ')&        #-&'( '! '*     Delta Dental Premier® and Delta Dental PPO Dentists for Georgia   Oral Surgeons Orthodontists Periodontists #+"( #&        General Dentists '(* #((       General Dentists  "#)'(#"  *"# $      General Dentists ! ()&& &#**         General Dentists "(*#+"-'       Prosthodontists "(* $&&&           General Dentists #&#"'(&-#"!         General Dentists  +- '( # "&         General Dentists  !&('('( &&'#"+       General Dentists " '( ' $        General Dentists +- '#&"'          General Dentists $#", * )&"((     ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 18 of 63 &*& & + '#"       # "(#" +-+-((&     $#", *  &       $#", * ''),&         $#", * &)'(&         $#", * &'        $#", *'(&(&       $#", * (#!$'#"'         $#", * -)&'($        &"+  *# !"       #  ##&&#&'      $#", *  &&         $#", * '+("         $#", * +'"(#"         $#", * +&(&&         $#", *  )&"         ")(&('( &!     ")(&('( "&     +(( '-& $&'        $&"(#"*'(!'!&       +##&)& !&#'&        ('(&"# '         +&!'$&"'&*"('         &!#)&&&#"&      +##&)& "&'      +##&)&"!"!       !"'(&,$-&&         +##&)&"(#&-'       +&!'$&"'& &$"(&&&       +##&)&"'       ! & *##         ! & * ##'&        +##&)&#,"       "(" *&-& (         +&!'$&"'&"!)&+          +-""(#"( &!&'&         )"-* #+"&(       +##&)&!"'&       &#'!#"(&&"".&         +(( '-&'( !       +##&)&'""      +##&)&')'      +##&)&)-"$       +(( '-&'( +"       +##&)&#"      &*#"'#"       +&!'$&"'&"       $#* #+"&         &#'!#"(& &!"       +&!'$&"'& &''"&         " &'( !# (      +##&)& ! -(&&      &#'!#"(&! )&"       &#'!#"(&! )&"'        &!#)&& !##&#!"      +##&)& !##&!"+&       )"*&'(-*!)&& !       & -$&('( !-&'(           ('(!-&'(         !##"& "&        !##"&"+ "!       +##&)&")-"!(      +##&)&")-""*       !##"& #       +##&)&#'.      +##&)&$'%)& #*       +&!'$&"'&$'%)& #*         +##&)& $( !!       +('* &$((&'#"&        +##&)&$!(      Delta Dental Premier® and Delta Dental PPO Dentists for Georgia   General Dentists Oral Surgeons Orthodontists Pedodontists Periodontists Prosthodontists   General Dentists ")(&('( &!' -     Endodontists  *(&"'$+-   '#"        General Dentists  $&"(#"*'(!'       ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 19 of 63 +##&)& $)'$      +##&)&$((!"(       )"*&'(-*$# &        *(&"'$+-'(&#&('&+       +##&)& &#(#+##       &#'!#"(&'&$+"         &#'!#"(&'!"         +('* & '!(       &#'!#"(& '!(&          ('('(&)'&        +##&)&(&"(!      +##&)&*)#"*(       !##"& +"'(&&        +&!'$&"'&!$ +         "'()!&'(')&         "'()!&'('(#"&         &#'!#"(& .+-!&       "(" *'( ))'("$         !"'(&,$-)'!        &#'!#"(& *''       &!#)&& #+&(         !"'(&,$-*'*"" #         !"'(&,$-)*          !"'(&,$- +&(!'        +&!'$&"'& (         *(&"'$+- )#          *"& (#!'#"*        ' !'((#!'#"'       ! '(*"!&(        #+"'& &#+" #'      +- ' '(      !"'(&&"#&'("        +- ' $'("&       +-  #"!'       #+##&'( ""''$       + '(' #"'#"       +-   !'       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Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  Pedodontists Periodontists   General Dentists    General Dentists Orthodontists   General Dentists )#&&'( '       ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 21 of 63  !$ '('(  $&&-(     )#&&'( $&      )#&&'( $#!.#"$       )#&&'(  $#+ .       )#&&'( &.!&       (& $&&- ''       )#&&'( '&!'       &!&"'#&('        !$ '('(  '!!'!     )#&&'( '!(      )#&&'( '# ('       &!&"'&$(        ( "(+-'( '(&        &!&"'+"'       )#&&'( (&'!      )#&&'( +        &!&" + (&'!       "'#&'-( +')&"      &!&"+ '        !$ '('( -# )&"     !#)"("*+& .!"!       )#&&'(  '#"&       "#&('#&'-("'(#"'       "#&('#&'-(  ""(       "#&('#&'-( ""( '       "#&('#&'-(#      )#&&'( #"'       "#&('#&'-( !&&$       "#&('#&'-( *-'       "#&('#&'-(!&      $& &&-&!"(#'       "#&('#&'-( !&'&      )#&&'( ! (#"       "#&('#&'-(")""&       "#&('#&'-($( $$      $& &&-& &#''$       "#&('#&'-('"&$       "#&('#&'-('!#)'&       "#&('#&'-( * .!&       "#&('#&'-(+('' !       "#&('#&'-(+)"& &      $(&$+- #&((*      )#&&'( #(&'#      )#&&'( ' -&       (& $&+ (#"!(        !$ '('( '&(      !$ '('(  "(#"      !$ '('( &+&      !$ '('(  $((' !      !$ '('( &#''(      !$ '('( &#''(!      !$ '('( -##     )#&&'( #-      )#&&'( #"+-(      )#&&'( #&       &' (#"+-  $$&       ) & #+-'        &' (#"+- &-'$       &' (#"+- '       &' (#"+- )&.       ! (#"&$+- !&(      &' (#"+- !-&"      ! (#"&$+- #+"'-     ! (#"&$+-$&&-(      &' (#"+- $#+ .       &' (#"+- '#       ! 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Attachment number 9Page 22 of 63  &' (#"+-  "         &' (#"+- "'(#"'         &' (#"+-  ""(         &' (#"+-  ""( '         &' (#"+- &#"&#"-         &' (#"+- #         &' (#"+- !&&$         &' (#"+- *-'         &' (#"+- !&         &' (#"+- !&'&         &' (#"+- ")""&         &' (#"+- $( $$       &' (#"+- $( $$         &' (#"+- '"&$         &' (#"+- '!#)'&         &' (#"+- ()%       &' (#"+- * .!&         &' (#"+- +('' !         &' (#"+- +)"& &         &' (#"+-   &(       &' (#"+- $&'#"'&#      ! (#"&$+-$&#"&"     ! (#"&$+-  -     &' (#"+-'(+#"''     ! (#"&$+-'# )"     "("" *&"(       !&((+-  !+      ! "& &      '*" ' * !#&"+      ( "(+-'& -(       ! "& '(*"'!       !&"(''%'((&&"&        '(&'( .!#&&      ! "& )"(&      ! "&" &!      ! "&&#''$      ! "&*"+(&       + ")(*"&'      + ")(* "!"!      + ")(*"(#&-'      + ")(*"'      + ")(*#,"      + ")(* !"'&      + ")(*'""      + ")(*')'      + ")(* )-"$      + ")(*#"      + ")(*! -(&&      + ")(*!##&!"+&      + ")(* ")-"!(      + ")(*")-""*      + ")(*#'.      + ")(*$'%)& #*      + ")(* $( !!      + ")(*$!(      + ")(*$)'$      + ")(*$((!"(       '(#&"(#"* $)&-&        + ")(*&#(#+##      + ")(*(&"(!      + ")(**)#"*(       $&#''#"  * + !'"          Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  Oral Surgeons Orthodontists  &' (#"+-   "       Pedodontists ! (#"&$+-&!#"!'     Periodontists  &' (#"+- $&'#"'&#      Prosthodontists  &' (#"+- *"&$!        General Dentists +!"'(+ !'&      General Dentists  ( "(+- #&       Oral Surgeons ! "&* !      Pedodontists  !&((+- +'( -        General Dentists + ")(*!&#'&      Oral Surgeons !!#& &'( )"       ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 23 of 63  '(#"+ '(" &&"(#"&+       )!$"!$&#)"&&'     +- &&'       +- &&'+       (#!$'#"&'( &)'        )!$"!$&#)"$&&-(      )!$"!$&#)"'!!'!      )!$"!$&#)" -# )&"    +-   "       +-  "'(#"'       +-   ""(       +-   ""( '         )!$"!$&#)"#,$       +-  #       +-  !&&$       +-  *-'       +-  !&       +-  !&'&       +-  ")""&       +-  $( $$       +-  '"&$       +-  '!#)'&       +-  * .!&       +-  +('' !       +-  +)"& &         )!$"!$&#)" '&(      )!$"!$&#)" "(#"      )!$"!$&#)"&+&      )!$"!$&#)"$((' !      )!$"!$&#)" &#''(      )!$"!$&#)"&#''(!      )!$"!$&#)"-##      ('# '& &       " &&"&'      " && "!"!      " &&"(#&-'      #!!&&'( # "(       +' -$ &&#+"       '"$"&+##'& )""      " &&'( !$         '"$"&+##'&&(&*&        " &&"'       #*"(#"+- # ((        '"$"&+##'&#&& &      " &&#,"        ('# '& )!&(       " &&  +#&(!         '"$"&+##'&#+-*      " &&!"'&      # )!&'('&          +&"* +- &"       !#"" &'( &(      $#" #"* "!      " &&'(  ''&'        #*"(#"+- &+        '"$"&+##'&&      " &&'""      " &&')'      " && )-"$      " &&#"       +$#" #" &""&+        " &&(&(        $#" #"* #"'(#"      " &$+-#"'(        #*"(#"+-#"'!      " &$+-#"'(       "()&& ""-$       '"$"&&'("((!        )&'(!      " &&! -(&&      $#" #"* !"""       #*"(#"+-!-         '! &!( '     Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  General Dentists   General Dentists Oral Surgeons Pedodontists   )!$"!$&#)"'&(     General Dentists " && !&#'&      ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 24 of 63 " && !##&!"+&      $#" #"*" '       #*"(#"+-"' &      " &&")-"!(      " && ")-""*      " &&#'.      " &&$'%)& #*      " &&$( !!      $#" #"* $( )       !!#& &$&           &!#"(&  $&     " &&$!(      " && $)'$      " &&$((!"(       !!#& &$((!".!         " &&'( $# '(&#       #!!&&'(  $&(       +$#" #"  &'        &!#"(&  &&      #*"(#"+-&&'$"      " &$+- &&'#"       "()&&'(& -       !!#& &'(&#&('!          ('# '& &#&('!       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Attachment number 9Page 25 of 63  +- #-       #) ' *'(-&("      (!&&&#'         +-# &(!     #) ' *'( #""       !$ (#"'(#*"(#"&!       $&#''#" $+-''       +-'(      +-'( )$($&     +-'( )$(''         +- +      +-'(&"'       +-'( '!(!$       +-'( $      # & *!'(        +-#"'(#"    $  & #"'&!    +- !&(     +-'( *"'(#"&      $  & !! &'     +- #)"$(#       !$ (#"'($&##       $&'( -! &$(        $&'( -! &$( (       +- $) "'      +-'($&&     +-'(&!-&       +-' (#"      +-'( ' !"'       +-'(' -     +-'('# &"#     +-(+ &      +-'( (& #"#        +-(&(      +-'( *)("       +-'(+"&       +- + &!&        +-+ "'(      +- &'&(     $&'( -! &'(-     +-&&&&+      +- &"(&      +-'( #"&        +-"""!    +-$&#"&"     +- '#)$     +-'((#!$'#"'       +-(#&"(#"&    +--*&"     +-'       +-&#+"'"        +-"#      +- #('$    +-'#).'!      +- ,($"        +-)" &&    +- &      +-# !"      +- "'"!&      +-.'      +-#!!""($      +-'#"&        +- #&"(    +-!-!      +-        +-'&&'$      +- ')"&'+&"$      +-(+##      +-*)"!        +-+ '#"    +-'(%)""!     Delta Dental Premier® and Delta Dental PPO Dentists for Georgia    General Dentists Oral Surgeons  $&'( -! &"'-&+     Orthodontists +-'( #     Pedodontists +- "&"      Periodontists   +- )&    ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 26 of 63   +- (&$$    $  & ) )!    &"#$&&"+        !-*  &+        &*&"'#"&'        &*&)!&('        !-*'(&"&        *)& -(+        *)* '       *)&+((        &#+'(+ !'        $ '"( &"#+'       '( ( * ! +       '( ( *'      ! #&& '      ! #&&'!      '( ( *'!      '( ( * !'     ! #&&!'     ! #&&"''      '( ( *"''      $ '"( & "       '( ( * ,"&     ! #&& ,"&      '( ( * ("#)&(!       $ '"( & &!((!      $(&" * &#'- !       ! #&&&#+"+        $(&" * )& '#"'     $ '"( &  "'&        ) )($ "  !$ &      '( ( * #"       ! #&&*(      '( ( * *(      $ '"( &" '        '( ( *#+'-'     ! #&&#+'-'      $ '"( & '(       $(&" *'(        +&"* '(+"       '( ( *"-(!     ! #&& "-(!     ! #&&#+      '( ( *#+      '( ( *+&'     ! #&& +&'      $ '"( &$'("&       '( ( *#+ &     ! #&&#+ &     ! #&&  *"+      '( ( * *"+      '( ( *#&     ! #&&#&      ! #&& &-'$      $ '"( &&"&      '( ( *+-"!'     ! #&&+-"!'       '(*&-"# ' * !        '( ( *-'     ! #&&-'      ! #&&"&'&&        $ '"( & #"'        '(*&-"# ' *+"        $ '"( &+"       '( ( *'#"     ! #&& '#"      $ '"( &+((        '( ( *#"'     ! #&&#"'      '( ( *   &      # $(&&!     $ '"( &!       ')!!(&$+-!$        +&"* '( "        +&"* '(  '+       ) )(+-  +      Delta Dental Premier® and Delta Dental PPO Dentists for Georgia    Periodontists Prosthodontists   General Dentists  Endodontists General Dentists ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 27 of 63  !  * !&(      '( ( * !#(     ! #&& !#(      '( ( * *((+      $ '"( & *((+      &*&&"$+-        '( ( * )+.(      $(&" *!"!       '( ( * !!        '( ( *!'     ! #&&!'     ! #&&!)&-      '( ( * !)&-     $(&" *!"      '( ( *!!#"      ! #&&!!#"       !  *'( !(&#"$       #+ &&-&!#'(("&       '( ( *!)'&&     ! #&&!)'&&     $(&" * "!'      $(&" *"!'        +&"* '(")-""*       '( ( *$&&     ! #&& $&&     ! #&&$&&       '( ( *$&&       $(&" *$( !       '( ( * $ &"#"!     ! #&&$ &"#"!     ! #&&$&#!#+(('!      '( ( *$&#!#+(('!      '( ( * $&     ! #&&$&     ! #&&$#!.#"$      '( ( *$#!.#"$      '( ( * $) "'-      $ '"( &&'""       $ '"( &&"&       '( ( *&.!&      '( ( * &#+!        $(&" *&)&        +&"* '(&)''        '( ( *'&!'     ! #&& '&!'     $ '"( &'&"!       $ '"( &'&"(         '( ( *'!(     ! #&& '!(       #('&& '!(!        $(&" *'#        )#&+-'( '#""&!       '( ( *  '#) !#('$      $(&" * '(*"'        $(&" *'(#"!     '( ( *(- #&       +&"* '( (& #"#       '( ( *(&'!     ! #&&(&'!      '((&& *&''     ! #&& +       '( ( *+       # $(&&+ '+     #('&&+,       '( ( * + !'#"       '( ( * +&(       # "#&&#''&-)"-    ! #&&  '#"&      '( ( * '#"&      $&!&$+- "'(#"'     $&!&$+-  ""(     $&!&$+-  &#"&#"-     $ '"( &''),&      '( ( *  #"!         $&!&$+- #    ! #&& #"'      '( ( *#"'     Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  General Dentists Oral Surgeons  $&!&$+-  "    ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 28 of 63  $&!&$+-  !&&$     $&!&$+-  *-'     $&!&$+- !&     ! )&&&!"(#'      $&!&$+-  !&'&    ! #&&! (#"      '( ( *! (#"      $&!&$+- ")""&     ! )&&& &#''$      $&!&$+- '"&$     $&!&$+- '!#)'&     $&!&$+- +('' !     $&!&$+-  +)"& &     !  *'( #      '( ( *#&((*     ! #&&#&((*      $ '"( & '&        '( ( * #(&'#     ! #&& #(&'#     ! #&& !      '( ( *!      !  *$&#"&"      $ '"( &&'         +&"* '( ' -&       !  *'('(&(&       '( ( * #"'       $ '"( &  "      $ '"( &&)'      '( ( *!      '( ( * #-     ! #&&#-     $ '"( &&&-(       '( ( *#"+-(     ! #&& #"+-(      $ '"( & &&      '( ( *#&     ! #&& #&      $ '"( &'+("      $ '"( &+'"(#"      $ '"( &+&(&&        "$""'%&(#"       "$""'%&)+      '#&"(& #"      '#&(&" "'       !(*&"#"&   )"&+     $ &&'(%)'!      ((&&-& ""'       ((&&-& !(        "$""'% #*+       '#&)"+##-&")-"(        "(&&'( &"(       +'"(#"*)&      * "*!)&&-       * "*")-"       -&'( $&     -&'('      +'"(#"&)( -&      +'"(#"*+(       +(+- + &'#"!      Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  Oral Surgeons Orthodontists Pedodontists  '( ( * "&-'!      Periodontists ! #&&!      General Dentists $ &&'('*      Oral Surgeons  ! )"+##-"&'#"&       General Dentists  !$&$+- # ((       Orthodontists  !&($  *(#!'     Periodontists  !&($  *&",      General Dentists  $ .* &&       General Dentists '$&(+-#"'       General Dentists  )& & &+"'+       ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 29 of 63 #&'(* &#"'#"      +- '(&)"#(       +- '((!"(*        ( "(& &&'#"+     $#('(!#(       &*&(&)&'"*        "( )'&$&        "( -"''      &*&(&( #(&!      &*&(&( #(      &*&(& ( #(      '#)(')&'(+ !'"      &*&(&&-+      &*&(&# !'!      *"'(# #'& ""         !) "&'!#"'        !) "&+*&(        *"'(#+""(&"         *"'(#+""(&#"         *"'(#+""(&(&#((&*+         +'"(#"&+ !'#"        "+&#'(+(&&      "+&#'(+(!       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'&        General Dentists  +- ' ! &&&       Endodontists &"$ '( &"&      General Dentists  + "&*((!!      Oral Surgeons &"$  # "'&&       ;4   $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 30 of 63  & -&'( *)## #!!      & -&)&('        + "&*   !&     $* #"$+-# '      & -& &"&!+       &"$  $&#"&"      "*'&&'       + "&*  +(     &"$  +(!     &'!&'+       + "&*  )" &&     &'!& "(#"'      &'!& & "      &'!& '      &'!&!..+!      &'!&!"(-&!      &'!& !##&!      &'!&&#       &'!&&# +       + "&*  + '#"      + "&*  )&       -""'('%)""!       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Attachment number 9Page 31 of 63 ((  $+- #+"'&        !&'()" $        '()&(& ""(        (#!$'#"&& )!"       ''+ $+-'("#)&(!       #  #+&-&"#!       '"#(&"&#+"$       '&+##$&& &)"&&&       (#!$'#"&&*"''      (#!$'#"&&&'       (#!$'#"&& &        +'#"* +- # !'         ! $&& &      +'#"* +- !&(      (#!$'#"&&        $& & $#'-&       (#!$'#"&&!"       '"#(&"!&&(($         #  #+&-&" "+#')"       ''+ $+-'#+"'-      $& &$(        ''+ $+-'$&&-(       +'#"* +- &!-&         $&&&-)&"       (#!$'#"&&'## #!       (#!$'#"&&'#("#*'       '"#(&" '(#"!         '$&"'('(&"("        (#!$'#"&&*((&!'        (#!$'#"&&+(&       (#!$'#"&& +(&!      ! $& "$ $'+        (#!$'#"&&'&(-$       +'#"* +-&&&&+       $& ",$+-'(!&("      +'#"* +- $&#"&"      +'#"* +-'#)$      +'#"* +--*&"      ''+ $+-'  -      ''+ $+-''# )"      (#!$'#"&&()(!        ))'(&'()'!+        ))'(&'(*)(&         #"* +- !#!         #"* +- + !'         #"* +-&)'' &&      &'"(+ )&!'      * '(*"'        '('(! (#"(       '('(&&'$       '('( !)'      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Attachment number 9Page 32 of 63 !"'("  &&"     (& *!&("# '       +## '-&!#,#"&'        '"(& * &!#"(!       *&"*'(&"''     *&"*'(&"''     *&"*'(&(     *&"*'(  &"'     *&"*'('$ #'      " #)'* '(#+"'&       " &(&&#+"       " &(& !       +"'#&'$&"& # '&!         +"'#&'$&"&"""!      (##&'(""'       +'('($ $'       -*'(++        "& '(+&(+-)'!+       "& '(+&(+-*)(&       "$* #"(&!       !!- '!($+-"!') (.'      "(&$&'$(  ''(&       "(&$&'$( ()&"&       +"-+ $+-*)(%        %) &&+&&"+         !!- '!(*'*"" #         !!- '!( )*         &'( & ''(&          !!- '!(+&(!'        +&'(!'      '!"'( &&       +)&'('( #,       +)&'('(  '#&('       +)&'('( '&$(       +)&'('( + (&'!       +)&'('( + '         (+- + !'"       # $"&&''&##"-#      "$) '%+&(      &""#"& +'       +&&-'( !&-       +#&"'('!!#"'$       (& * '!      (& *!'      (& *"''      (& * ,"&      (& * )#&       (& **(      Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  General Dentists   General Dentists  General Dentists  General Dentists    General Dentists   General Dentists  "& '&*"+-&#!      Oral Surgeons  &"#&"& !-&'&       Orthodontists  "& '(+&(+-&#&(&       General Dentists !!- '!(#-"##        Orthodontists   !!- '!( )'!          General Dentists # '( &!"         General Dentists  +&'(("       General Dentists +)&'('( )!"        General Dentists  ("''(  * "      General Dentists !"'( !&(-(       General Dentists &""#"&&!'(&#"&        General Dentists (& *'       ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 33 of 63 (& * #+'-'      (& *"-(!      (& *#+      &&#+ * "'       (& * +&'      &&#+ *+&'!#&&'*       &&#+ * +&'     &&#+ *#"!'       (& * #+ &      (& * *"+      (& *#&      "!"'(#&     $#"('#)($+- )$($&      (& *+-"!'      &&#+ * &!#"(     (& *-'      (& * '#"      (& *#"'      &&#+ *!'       &&#+ * !&(     (& * !#(      $#"('#)($+- *"'(#"&       (& *!'      (& *!)&-      (& * !!#"       $#"('#)($+-!&-&&      (& *!)'&&      $#"('#)($+-"+.)"      $#"('#)($+- $(!      (& *$&&      (& *$&&       (& *$ &"#"!      (& * $&#!#+(('!      (& *$&      (& *$#!.#"$      &&#+ *$&#(&"$     $#"('#)($+- &!-&      (& *&.!&      (& *'&!'      (& *') &!       &&#+ * ' *&      $#"('#)($+-' -      (& *'!(      $#"('#)($+-'&$(      +! '( (- #&&     +! '((- #&'&     &&#+ * (- #& !     &&#+ *(- #&&        "!"'( (#&"(#"     (& *(&'!      (& *+       &&#+ *'( &&&       &&#+ *'(&)'"'       (& *#"'      &&#+ *'( )'       (& * ! (#"       &&#+ * *)## #!!       &&#+ * '&       (& * #(&'#      (& *!      &&#+ *$&#"&"     &&#+ * +(!      &&#+ *'()&# !       &&#+ *#&"(     &&#+ * & "     &&#+ * '     &&#+ * )'     &&#+ *!..+!     &&#+ * !"(-&!     &&#+ *!##&!     &&#+ *&#      &&#+ *&# +     &&#+ * '( &&     Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  General Dentists Oral Surgeons (& * '#"&      Orthodontists (& *#&((*      Pedodontists &&#+ * "(#"'     ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 34 of 63 (& * #-      (& *#&      $#"('#)($+-%)""!      $#"('#)($+-+ !'!       &&#+ * .(!"        (& * )$&#"      &&#+ *+ &'      '( '#&#&  " &#        +(('&"+'&&      &&(($&&"++("&&       &&(($+-'() -         &&(($+- '        &&(($+-'!       &&(($+-!'       &&(($+-"''       &&(($+-  ,"&       +##(" & "&'#"&&        )'&"+ ")      '( '#&#&"+ & -'      &&(($&&"+&"'      &&(($+-'( #""&      &&(($+-*(       &&(($+- #+'-'        '&  )&        &&(($+-"-(!       &&(($+-#+       +#&()+'(&        +#&()+'(&        &&(($+-+&'      &&(($&&"+ &!       )'&"+ "#(      &"#)& *  (&'(        &&(($+-#+ &       &&(($+-'(&!"&        &&(($+-  *"+       &&(($+-#&       '( '#&#&"+#((      &&(($&&"+&"&       &&(($+-'( )$($&        &&(($+-+-"!'       &&(($+--'       &&(($+-'#"       &&(($+- #"'       +(('&"+&'")!        &&(($+- !#(       &&(($+-'( *"'(#"&         )'&"+ !)&'-!+      &&(($+-!'       &&(($+-!)&-      &&(($&&"+!".!       &&(($+- !!#"        &&(($+-!)'&&       )'&"+ " '      )'&"+ ""'      &#'(  # '#"        &&(($+-$&&       &&(($+-$&&         -$& *"+$(('!        &&(($+- $ &"#"!       &&(($+-$&#!#+(('!       &&(($+-$&       ' #&"+ $#",(&&&       &&(($+- $#!.#"$       '( '#&#&"+&)''        &&(($+-'&!'       )'&"+ ' (#"     &&(($&&"+ '$$&'!       &&(($+-'(' -        &&(($+-'!(      &&(($&&"+'!(       +(('&"+ '!(        &&(($+-'((&)!          &&(($+-(&'!      &&(($&&"+)'&&$       &"#)& *  *)"        #$+- *#        &&(($+-+       Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  Periodontists Prosthodontists  Endodontists General Dentists ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 35 of 63  )'&"+ + !      )'&"+ +##'     &&(($&&"+.!#&&       &&(($+- '#"&       &&(($+- #"'       '( '#&#&  $"+        &&(($+-! (#"       )'&"+ &'&(     "&#&('&  #+&(       &&(($+-#&((*       &&(($+- #(&'#       )'&"+ '#"$      '( '#&#&  &! !        )'&"+ "#      &&(($+-!       &&(($+-#-       &-&"+'( +       &&(($&&"+ &&       &&(($+- #&       )'&"+ #"       &&(($+-'(%)""!         )'&"+ (&$$      &&(($+-'( + !'!       &&(($&&"++&(&&       "* )""        +- '(  ''(&      "*$# #        "&#''&'( '"'!$        '&"+##'(&&+       $&&&'( &(!'       #(#&'&'( #  (       '!('('#"        +&##!'(# *&!         -(($+- ' (&$       '&"+##'('(+&(+        "&"+##'((-&&        #!!&* *'*"" #        #!!&*)*         #!!&*+&(!'        # "#&&#''&()&"&     &*&'$+- + "'        )&'( '&".       +&"* +- )!"       &*&'$+- ""((       # "'"+-" -        +""((&'( ##&&     +$'('(  )'      +$'('( )'      &*&'$+- &(&*       $ '"( &(!" !       &*&'$+-  !#'       +""((&'( '(      '"+-'(+# '    &*&'$+- "#(         +&"* ')+" #'(&!      &*&'$+- ""        ')& #$+-  ''&'       ')& #$+-  ''&'      &*&'&  &(      +$'('( )$($&      &*&'$+-  +       Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  General Dentists Oral Surgeons Orthodontists Pedodontists Periodontists   General Dentists  "* !-      Oral Surgeons  +-  $"""(#"!     Pedodontists * &'( )&'(+        General Dentists  ')'(!&-!          General Dentists #(#&'&'(  """'(!       Orthodontists #!!&*)'!          General Dentists  )'+- ' &"(.&         Endodontists # "#&&#''&&'!%     General Dentists  ')& #$+-".#&      ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 36 of 63 &*&'$+- "''       +$'('( # !'       ')& #$+-#)"#)       +""((&'( #"      ')& #$+-  #"'#"       &*&'$+- #"'(#"        &*&'$+- #"'(#"        +""((&'(#&"       ')& #$+-  (.!       +&"* +- *"'-       &*&'$+- (( &$       +$'('(  *"'(#"&        &*&'$+- !'        &*&'$+- !'        +$'(!          +&"* +-!"'#)&!'       ' -(#"'('(  ! "#"+      &*&'$+- " '        +&"* +-")-"(       &*&'$+-  ")&""      ) )(+-'(  #)&)$       +""((&'( $&')      +""((&'( $&)!      ')& #$+- $( $        +&"* +- $ #'       +&"* +-$&' -         +&"* +-&'$(      +$'('( &!-&       ) )(+-'( &-"# '(       +&"* +-&#'!        +""((&'(& -!       +""((&'(&)''        )&'(  '"&'(      &#"'('()&"!       +$'('( '        +&"* +-'.'!      ')& #$+-  '$ #'        +&"* +-'("        ) )(+-'( (''"!       ')& #$+-(&       # "#&&#''& (#)& '       +""((&'((& #"#       +""((&'( (&"("      +""((&'(()&&       +&"* +- * "      +$'('( *"(''       +""((&'( *"(''     +$'('( +"&       +$'('(  +"&        +""((&'( +-(!      &*&'$+- +##'        &*&'$+- +##'       # "&'( .&"'      # "#&&#''&&"&       &*&'$+- "+(#"'       # "'"+- $( $$        # "#&&#''&$('*        +&"* +-'!#"(#"       # "'"+- ()%         +""((&'(.)'     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Attachment number 9Page 38 of 63  *&&)"&  "         *&&)"&"'(#"'         *&&)"& ""(         *&&)"&&#"&#"-         *&&)"& #         +&"* +-$"+        *&&)"&!&&$         *&&)"& *-'         *&&)"& !&         *&&)"&!&'&         *&&)"&")""&         *&&)"&$( $$         *&&)"& '"&$         *&&)"&'!#)'&        *&&)"&()&       *&&)"&* .!&         *&&)"& +('' !         *&&)"&+)"& &        *&&)"&"+ &&&&+      +&"* +- !"+      *#&'(&)! *(($      *&&)"&"+ #(&'#     *&&)"&"+ $&#"&"     *&&)"&"+'#)$      ""(&  &"&'# "#      &#&"+(#!$'#"'        &#&"+'( + (#"!(       "&+ !#(       *&&)"&"++(&#+'     *&&)"&"+-*&"      +&"* +-'($       *&&)"&()(!       *&&)"&()(!        " &)( &!       +&"* +- &#      ""(& & &"+ &        +&"* +-$&'#"&       &#&"+%)""!         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General Dentists  ! $+-'( "#         ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 39 of 63  &#&& !!#"         #*"(#"+-'(!#' -"      $"# & '(+&(&         ! $+-'( # "'&&       '(#"&'(#" )'!       '(#"&'(#"*'*"" #       '(#"&'(#")*        $"# &'(# '       '(#"&'($+- #(&'#       ! $+-'( (#!'      '(#"&'(#"+&(!'        ! $+-'( '+      '#"'(&)"#(       '#"'((!"(*       ( "(+-'( &!         ( "(+-'('(         +-'( & &        &'!&&# &*        ( "(+-'(           #"* +- " '#"!          ( "(+-'( '&!+         ( "(+-'('#          ( "(+-'('(& "$         ( "(+-'(+-(!         !$(#"$ +## &-!       #-&'+'(! &"$+      #-&'+'(  "'(!        #-&'+'( #"         #-&'+'( '(        ! (#"$+-'+ !"'("!      ! (#"$+-'+,(&       #-&'+'(!#!      #-&'+'(  !"        ! 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Attachment number 9Page 40 of 63 &-+- $!(     &-+-$)'$     &-+-$((!"(      !&&)"*&&#''     &-+- &#(#+##     &(& "' #&      "#&&'(#' &     &-+-(&"(!     &-+- *)#"*(      #&'( &+"     "#&('&+('#"!     #)'(#"*+ !''#      "#&('&  )'!      !&&)"*& #+&(      "#&('&  *'*"" #      "#&('&  )*       "#&('&  +&(!'      $&*        (#"(#"+-'('&&         (#"(#"+-'('&&$         "#'(+##&)&#         (#"(#"&*'*"" #         (#"(#"&)*          (#"(#"&+&(!'         '"-$ "'&"#+'        )&'("  ''#"'       +"- &  $&(     '"-$ "'& "&'#"       &#'+ &'(  -"'       $#+&'&&-&(*       #"'#"&&-&"      #"'#"&&-& "(       $#+&'&&-&"'#"        #$+-''( "*"'(!        $#+&'$&"'&&       &#'(" ""'!        &" "&''('&'       +( #*'+)!&"&+       "(#"& "'(!       #$+-''(   "'(!       +('("+!$        $#+&'&&-&&"'        '"'$ ''(  '+"'        +"- & #"        +( #*'+&#,(#"+       &#'+ &'(  !"!        )&'(" &&       "& '( &        "(#"&'(       '"-$ "'&'(        #$+-''( '(       &#'+ &'(  ! 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Attachment number 9Page 41 of 63  "(#"& !"       &#'+ &'( "'!""+&        +#$+-'( &#)'"         !&- .(&"+&(      #"'#"&&-& -#"         $#+&'$&"''("'#"&       *""'(") &        #"'#"&&-&)&(      '"-$ "'& )'"- $        +"- & '#""+      $#+&'&&-&) !        &''(  "'        !&- .(&"+ &!"# '       +"- & & "      #"'#"&&-& !      $#+&'&&-&!      &#'+ &'(  "-      +( #* "-      '"-$ "'&")&        #$+-''( ))!)         ' #+#&& +"        '+"(& ' !&(      &#'+ &'( ""!       &#'+ &'( *"'(#"&        $#+&'&&-& ) "       "&!-&$       *""'("!!-        (&& ! &'!)&      $#+&'&&-& !".!         '+- !(&!      &#'+ &'( !( &+       '+$&&! &          $#+&'$&"'& !( '       $#+&'&&-&!##&        #$+-''( !)''-       $#+&'&&-&!-&'#""        !&- .(&"+ " &!       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Attachment number 9Page 42 of 63  )+'(&  "       #"'#"&&-& "       )&'("  "        )&'(" "'(#"'       #"'#"&&-& "'(#"'       )+'(& "'(#"'        +"- &  "'(#"'      +"- &   ""(      )+'(&  ""(        )&'("  ""(       #"'#"&&-& ""(      #"'#"&&-& ""( '       )+'(&  ""( '        +"- &   ""( '      )&'("  ""( '       #"'#"&&-&&#"&#"-      +(&'(  * !       $#+&'&&-&''),&     $#+&'&&-&''),&       +(&'(  )"(&        )&'("  #        +"- &  #      )+'(& #       #"'#"&&-&#      +"- & $"+      )+'(& !&&$       #"'#"&&-&!&&$       +"- &  !&&$      )&'("  !&&$        &#'+ &'( .&'#"&!       )+'(& *-'        +"- &  *-'     #"'#"&&-& *-'       )&'("  *-'       #"'#"&&-&!&       +"- &  !&      )+'(& !&        )&'(" !&        )&'(" !&'&        )+'(& !&'&       #"'#"&&-& !&'&       +"- &  !&'&     +(&'(  ! (#"       +(&'(  " &!        )&'("  ")""&        )+'(& ")""&        +"- &  ")""&     #"'#"&&-&")""&      #"'#"&&-& $( $$       +"- &  $( $$      )+'(& $( $$        )&'(" $( $$        '$(&)!&  $&"' &     +(&'(  &#''$        )&'(" '"&$        )+'(& '"&$        +"- &  '"&$     #"'#"&&-&'"&$      #"'#"&&-&'!#)'&       +"- &  '!#)'&      )+'(& '!#)'&        )&'(" '!#)'&       $#+&'&&-&()%       +(&'(  *"+(&         )&'("  * .!&        )+'(& * .!&        +"- &  * .!&     #"'#"&&-&* .!&      #"'#"&&-& +('' !       +"- &  +('' !      )+'(& +('' !        )&'(" +('' !       !& ! & +#& -&!         )&'(" +)"& &        )+'(& +)"& &        +"- &  +)"& &     #"'#"&&-& +)"& &      Delta Dental Premier® and Delta Dental PPO Dentists for Georgia   Oral Surgeons Orthodontists  '+- &)'(&       ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 43 of 63  '+- &(&$        '+"(& '&&&&+     &#'+ &'(          (&& ! &'(.+       #"'#"&&-& *(($        ' #+#&& +'+        '+"(& '$&#"&"     $#+&'&&-&&'     $#+&'&&-& &'        '+"(& ''#)$       '+- '!(       "(#"&'#&"#!       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(#"      Delta Dental Premier® and Delta Dental PPO Dentists for Georgia   Orthodontists Pedodontists Periodontists Prosthodontists $#+&'&&-& )&"        General Dentists  +- +'       Oral Surgeons  +- + '#"&      ;4  $/53 3:?7>?>9/B:;?03</=?717</?7:5/?;?63=8;1/?7;:>:;?87>?327:?6327=31?;=B 3:?7>?>/=3</=?717</?7:5/??6387>?328;1/?7;:>/??63?793;4<=7:?7:5 ;=9;=3@<?;2/?37:4;=9/?7;:<83/>3/113>>;@=A30>7?3/?AAA 238?/23:?/87:> 1;9;=1;:?/1?B;@=23:?7>? Attachment number 9Page 44 of 63  #"'#&#& )'!       +- +#&((*       +- +&+'!       #"'#&#&*'*"" #       #"'#&#& )*        +- + #(&'#       +- +!       $* #"((#!$'#"'     !#"#)$+- +#!        #"'#&#&+&(!'       +- + "(#"'       +- +#&"(       +- + & "       +- + '       +- + )'       +- +!..+!       +- + !##&!       +- +&#        +- +&# +       +- + '( &&       +- +#-       +- +#"+-(       +- + #&      !"(#''(         '(#"&&&'#"      +(#!''('( )'(      '$&"'()#'      "!!#"& $&+        &(#'&$'') -$        '&#'((- #&'       #"'#&#&  !      #"'#&#& '(       ,"$ '( )&'"*        #"'#&#&) &*         ,"$ #"'(        !#&&#+&"&-        #"'#&#& '+         ' '('()-"(      #"&#&(&#"'#"        ,"$ )&(.$        ' '('( -))      !&"('+- !&(      #"'#&#&  (#"'       &"& "!        &"& !) #)        #"'#&#&!##&         #"'#&#& &) )&       #"&#&(&'!('#(('       #"&#&(& '$ #'         ,"$ '(+       !&"('+-&&&&+      !&"('+- $&#"&"      !&"('+-&)'' &&      !&"('+-'#)$      !&"('+--*&"       * "'( + '#"(      &&'(&)!!((        $#'( $+- )&!       $#'( $+-*'"      Delta Dental Premier® and Delta Dental PPO Dentists for Georgia  Orthodontists Pedodontists Periodontists  +- +!      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Attachment number 9Page 45 of 63  +- &!"        +-&!"        $#'( $+- !"      &)(&&'!       &'#"$+-  +       !&('%)&&#  (        &)(& !&(       &'#"'( !&(        !&('%)&& #((&'$         #'$( &!),"        $#'( $+-!( '       !&('%)&&$&+        &'#"$+- $ $'       !&('%)&&&#&('!         !&('%)&&&#&('&         +-'!( !       +-'( '(        &)(&'+#&'$       &'#"'('+#&'$       &'#"$+-(#!'(!      &&'( (& !        !&('%)&&+(&         +- + !'        !&('%)&&+ !''        ) '#&#& # '     &'#"$+- #"&      &'#"$+- )" &&       +-'($'         !&('%)&&$'          &'#"$+-+ '#"        !#"#)&'( '!        !#"#)&'(!'        !#"#)&'( "''       $(&$+-&('         !#"#)&'( ,"&       !!-&(& *#      '" (#"&  #,"        '" (#"& "(          !#"#)&'(*(        !#"#)&'(#+'-'        !#"#)&'( "-(!       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Attachment number 9Page 46 of 63   !!-&(& * *"'(#"&           !#"#)&'( )+.(      '(*&-"# ' *!(        *&&)"&!'        !#"#)&'( !'      $(&$+-  !" ''         !#"#)&'(!)&-        !#"#)&'(!!#"        $(&$+- !&'+!       (&'( !&'!       # #!&& !#& "&        !#"#)&'(!)'&&       #&##$+-'( "-      ""(& &")-"        !#"#)&'($&&         !#"#)&'($( !       '" (#"&  $( "         !#"#)&'($ &"#"!        !#"#)&'($&#!#+(('!       *&&)"&$!$       !!-&(& * $! (        !#"#)&'($&        !#"#)&'($#!.#"$       +(&)&"+-&'$(        $(&$+- &"')&        !!-&(& *&-"# '(         $(&$+-&."!       # #!&&&#         !#"#)&'( '&!'      *&&)"&' &       +(&)&"+-'+"           !!-&(& *'          !#"#)&'( '!(      $(&$+- '(&        *&&)"&( -$          !#"#)&'((- #&        '!($#"(& (& #"#         !#"#)&'((&'!        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Attachment number 9Page 47 of 63  $(&$+-  .&!        !#"#)&'(#-        !#"#)&'(#"+-(       $(&$+-&#        !#"#)&'( #&       *&&)"&(&$$        !#"#)&'( )$&#"       !)"-! $ '( # &!       !)"-! &&"'+        !)"-! &!#&"+        $&'( +(('      "#&( &)&!       "#&( &*'"       "#&( &  !"       '(&##"# (       '(*"'"(&- "      '(*"'"(&- )$($&      +-''( &&'$        #!!&& !&(      '(*"'"(&- *"'(#"&       '(*"'"(&- !  "'       "#&( &!( '      #!!&&!##&     "$(&$+-"!       '(&##" $#$      '(&##"$#$!      +-'$&#(&"$       '(*"'"(&-' -     $&$ ()&+.(!       +-' #"&       #!!&&$&#"&"      #!!&& '#)$      '(*"'"(&-(#!$'#"'      #!!&&+(!      #!!&& -*&"      +-' "(#"'       +-'#&"(       +-' & "       +-' '       +-' )'       +-'!..+!       +-' !"(-&!       +-'!##&!       +-'&#        +-'&# +       +-' '( &&      +'$&&$!"     !#"& "' -!     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Attachment number 9Page 49 of 63 !&($ '( "+'#!+       !&((+-'( ) -       !&((+-'( !#       +&#''* &'        )$$&!&&  $&(      # #!&&")    # #!&&"*"'(!        #).+-'( &!"!&$       # #!&&  &     #'$(  *  ##&$'      # #!&&)""    +##'(#& )&!       +##'(#& &"'        # #!&&&(&*     &#''* &"      $&(('( '+"'        # #!&& # &(!     &$$ &  !&-      # #!&&'(        # #!&& #+"&    +##'(#& "&       )$$&!&&'"'("#       +##'(#& &'#"&      '( "('( *"'&      !&&&'       !&&&'        # #!&&"#(      $&((+-  $&"      # #!&&""     +##'(#&'( ##"       #  !& ##+"       &!'&& )$($&        !&((+-'( )$($&       # #!&& +     # #!&&"''     # #!&&  (#"(    ')"* -&'("'+      &!'&&# !'       # #!&&#$$&(        $&(('( #"'#"       # #!&&#"'(#"     $&(('( "(&#*       )$$&!&&' "!     !&& ''(&       !&&         # #!&& (( &$     &!'&& *"'(#"&         !&((+-'( *"'(#"&       # #!&& #$$!        )$$&!&& )!$"'+        # #!&&!'    +##'(#& !)!'      +&#''* &!"##"        # #!&&" '    # #!&&"&&        # #!&& ""'    # #!&&"'##&        + #&$(#&       # #!&&$( )    # #!&& $) "'        $&((+-&&       # #!&&&+    !&&'&"!       +##'(#& '$$&'!        &!'&&'!(!      !&&'## #!        &!'&&'# ("        !&((+-'( '# ("      !&&'#("#*'         $&((+-'#("#*'     !&&'#("#*'        !&((+-'( '&$(       # #!&&'()-*     #  !&(('&+       &!'&&(&)!        # #!&& (#!''        $&(('(+"'!        # #!&&+ !    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Attachment number 9Page 51 of 63  &&'(  *"'+       #&'($&&&!"$      &#&"'('( "+        &#&"'( & !(       '('( & !(          #""-!&& *& !(      !#"(#!&-,&&&'        !#"(#!&-,&)'&$&         '"#+&& "&'#"&'(#"         !#"(#!&-,&# #*&"        !#"(#!&-,&#+&        + !"(#"* +-)!$&-'        &#&"'( '#"         &#&"'('#"         &#&"'( !'-&       &#&"'( #"       '('( #"          #""-!&& *#"       &(-'(. #+         &#&"'( ""-!&      !#"(#!&-,& !((-!        &#)(#"'(!")(#"         #'#"!!#& &! *"         ('(! &&        &#&"'( !#&&'#"(       '('(!#&&'#"(          #""-!&& *!#&&'#"(       #""-!&& *!#'(#'       '('( !#'(#'          &#&"'( !#'(#'       &#&"'( "'       '('("'          #""-!&& * "'       '"#+&& #'#&"&         #""-!&& *$( "       '('($( "          #'#"!!#& & $((&++&        &#&"'('($(.&!        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Attachment number 9Page 62 of 63 Copyright © 2007 Delta Dental – ALABAMA/MISSISSIPPI 1 Perimeter Park South Suite 420N Birmingham, AL 35243 Office: (800) 322-7976 or (205) 969-5755 Fax: (205) 969-5777 Delta Dental – FLORIDA 258 Southhall Lane Suite 350 Maitland, FL 32751 Office: (800) 662-9034 or (407) 660-9034 Fax: (407) 660-2899 Delta Dental – GEORGIA 1000 Mansell Exchange West Bldg. 100, Suite 100 Alpharetta, GA 30022 Office: (800) 521-2651 Fax: (770) 518-4757 Delta Dental – MONTANA 101 North Last Chance Gulch Helena, MT 59601 Office: (800) 547-1986 or (406) 449-0255 Fax: (406) 495-0322 Delta Dental – NEVADA 3012 West Charleston Blvd. Suite 120 Las Vegas, NV 89102 Office: (800) 791-5653 or (702) 870-6860 Fax: (702) 870-0644 Delta Dental – UTAH 257 East 200 South Suite 375 Salt Lake City, UT 84111 Office: (800) 453-5577 or (801) 575-5168 Fax: (801) 575-5171 Delta Dental – TEXAS/LOUISIANA 700 Parker Square Suite 150 Flower Mound, TX 75028 Office: (800) 775-0523 or (972) 410-3700 Fax: (972) 410-3701 Attachment number 9Page 63 of 63 Attachment number 10Page 1 of 1 Attachment number 11Page 1 of 1 Attachment number 12Page 1 of 1 Finance Committee Meeting 9/29/2008 2:00 PM Motion to Approve Execution of a Contract With the Selected Architects for the TEE Center Department:Administration Caption:Motion to approve execution of a contract with TVS Associates, Inc. for architectural and engineering design consulting services associated with the new TEE Center. Background:The TEE Center project was approved by voters in the SPLOST V referendum. Major project milestones completed to date include completion of a market feasibility and programming study, selection of a location and completion of an Operations Agreement between Augusta and Augusta Riverfront, LLC. Analysis:TVS is an internationally-recognized, Georgia-based firm with expertise in trade and convention centers. Having prepared the programming study for the TEE Center, they are uniquely qualified to design the project. Financial Impact:Fees for the services will be based on a percentage of the construction cost, with the final fee “locked-in” once the construction budget is set. The project has a total of $20 million in funds. Because this funding has to cover construction, land acquisition, land development, architectural fees, project management fees, furnishings, specialty consultants and contingencies, the construction cost component is expected to be in the range of $14-16 million, absent additional funding. The Architect’s contract will include compensation provisions that utilize a sliding scale as a percentage of the construction contract award price. This will facilitate an adjustment to the architect’s fees to the exact construction contract amount, and recognize that the project budget may increased by supplemental funding. Should the overall project funding level remain at $20 million, the construction budget is forecast to be approximately $15 million, with an architect’s fee of 8.9%, or $1,339,500. Other funding and fee scenarios are attached hereto. The construction budget will become established early in the design process, at which time the compensation provision will be converted to a lump sum amount based on the percentage stated above. In addition to the above an allowance of Fifty Thousand Dollars ($50,000.00) will be included for reimbursable expenses. Alternatives:Advertise for procurement of architectural services. Recommendation:Approve execution of a contract with TVS Associates. The firm is a leader in the design of exhibition centers and is familiar with the project. Selecting another firm would likely delay the project by 4-6 months. Cover Memo Funds are Available in the Following Accounts: Funds are available in the following accounts: SPLOST V REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo 1 STANDARD FORM OF CONTRACT FOR PROFESSIONAL ARCHITECTURAL SERVICES BETWEEN AUGUSTA, GEORGIA A Political Subdivision of the State of Georgia (hereinafter referred to as the Owner) AND THOMPSON, VENTULETT, STAINBACK & ASSOCIATES, INC. (hereinafter referred to as the Architect) Date: September 5, 2008 The Professional Architectural Services required by this Contract are to be rendered for the following project, hereinafter identified as the "Project": Project Name: Augusta Trade, Exhibit and Event Center Project Address: Reynolds Street City/State/Zip: Augusta, Georgia 30901 Project ID #: TEE-1 General Project Description: A new trade center building with its origin the January 15, 2008 Building Program, but to be specifically determined through a conceptual study period. Attachment number 1Page 1 of 47 2 Table of Contents Article 1 Representations Article 2 Notices Article 3 Definitions Article 4 Relationship of the Parties Article 5 Basic Services Article 6 Additional Services Article 7 Design Not to Exceed Article 8 Compensation Article 9 Period of Service Article 10 2ZQHU¶V5HVSRQVLELOLWLHV Article 11 Insurance Article 12 Indemnification Article 13 Termination of Agreement Article 14 Successors/Assignment Article 15 Ownership of Documents/Confidential Information Article 16 Additional Provisions Article 17 Project Records Article 18 Prohibition Against Contingent Fees Article 19 Exhibits and Attachments Article 20 Entire Agreement Exhibit A Basic Services Exhibit B Program of Requirements Exhibit C Schedule Exhibit D Insurance Exhibit E Asbestos ± Statement of Declaration Exhibit F Non Collusion Affidavit Exhibit G Construction Contract Attachment number 1Page 2 of 47 3 This Contract for Professional Architectural Services is entered into between: Owner 2ZQHU¶V1Dme: Augusta, Georgia 2ZQHU¶V$GGUHVV 530 Greene Street, Room 806 City/State/Zip: Augusta, Georgia 30911 and Architect $UFKLWHFW¶V1DPH Thompson, Ventulett, Stainback & Associates, Inc. $UFKLWHFW¶V$GGUHVV 2700 Promenade Two, 1230 Peachtree Street N.E. City/State/Zip: Atlanta, Georgia 30309 This Contract for Professional Architectural Services is executed under seal, and shall be effective on the date signed by the last party to do so. AUTHORIZED REPRESENTATIVES: The authorized representatives and addresses of the Owner and the Architect are: 2ZQHU¶V5HSUHVHQWDWLYH Firm Name: Heery International, Inc. Name: Steve Kimsey, AIA, PE, CCM Address: 999 Peachtree Street, NE City/State/Zip: Atlanta, Georgia 30309 Email Address: skimsey@heery.com Phone: 404-881-9880 Cell: 404-267-3466 Fax: 404-892-7582 $UFKLWHFW¶V5HSUHVHQWDWLYH Name: C. Andrew McLean, FAIA Address: 2700 Promenade Two, 1230 Peachtree Street N.E. City/State/Zip: Atlanta, GA 30309 Email Address: amclean@tvsa.com Phone: 404-946-6618 Cell: 404-788-6600 Fax: 770-682-4618 NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Owner and the Architect agree: ARTICLE 1 REPRESENTATIONS By executing this Contract, the Architect makes the following express representations to the Owner: 1.1 The Architect is professionally qualified to act as the architect for the Project and is licensed to practice architecture by all public entities having jurisdiction over the Architect and the Project; Attachment number 1Page 3 of 47 4 1.2 The Architect has and shall maintain all necessary licenses, permits or other authorizations necessary to act as architect for the Project until the Architect's duties hereunder have been fully satisfied; 1.3 The Architect has become familiar with the Project site and the local conditions under which the Project is to be designed, constructed, and operated; 1.4 The standard of care for all professional architectural services performed to execute the work under this contract shall be the care and skill ordinarily used by members of the design profession practicing under similar conditions at the same time and locality of the Project. 1.5 The Architect will prepare all documents and items required by this Contract including, but not limited to, all contract plans and specifications, in such a manner that they shall be coordinated and adequate for construction and shall be in conformity and comply with all applicable law, codes and regulations as required by the standard of care; 1.6 The Architect assumes full responsibility to the Owner for the negligent or willful acts and omissions of Architect¶VFRQVXOWDQWVRURWKHUHPSOR\HGRUUHWDLQHGE\ the Architect in connection with the Project; 1.7 The Owner and Architect each acknowledges that it has reviewed and familiarized itself with this Contract for Professional Architectural Services, and agrees to be bound by the terms and conditions contained herein. ARTICLE 2 NOTICES 2.1 Unless otherwise provided, all notices shall be in writing and considered duly given if the original is hand delivered. All notices shall be given to Roger L. Neuenschwander by a standard courier service at the addresses set forth above. Notices that are hand delivered shall be deemed given the next business day following the date of delivery. ARTICLE 3 DEFINITIONS The following words and phrases shall for the purposes of this Agreement have the following meanings: 3.1 Project - The Project shall be as described above. 3.2 Services - The Services to be performed by the Architect under this Agreement shall consist of the Basic Services described in Article 5 and any Additional Services included under Article 6. 3.3 Construction Contract Award Price (CCAP) ± For the purpose of this Contact, the CCAP shall be defined as the Guaranteed Maximum Price, as negotiated and agreed to between the Owner and the selected CM at Risk firm. The term ³&RQVWUXFWLRQ &RQWUDFW $ZDUG 3ULFH &&$3 ´ VKDOO EH XQGHUVWRRG WR EH Attachment number 1Page 4 of 47 5 HTXLYDOHQWLQPHDQLQJWRWKHWHUP³*XDUDQWHHG0D[LPXP3ULFH *03 ´ZKHQ used herein. &&$3 LQFOXGHV DOO FRVWV RI WKH ZRUN LQFOXGLQJ &0¶V *HQHUDO Conditions and fee. 3.4 Construction Contract Documents - The Construction Contract Documents shall consist of the plans and specifications prepared by the Architect, and any addenda and change orders thereto, and the Owner-Contractor Agreement, all of which shall be compatible and consistent with this Agreement. 3.5 Contractor - The Contractor is the person or entity which enters into an agreement with the Owner to perform the construction of or any construction on the Project, including, without limitation, the providing of labor, materials, and equipment incorporated or to be incorporated into the Project. The term "Contractor" means the Contractor or its authorized representative, but excludes the Owner's Representative and the Architect. 7KHWHUP³&RQWUDFWRU´ shall be understood to be equivalent in mHDQLQJWRWKHWHP³&0DW5LVN´ 3.6 Basic Services Compensation. Basic Services Compensation shall be the lump sum fee designated in Article 8 to be paid by the Owner to the Architect in connection with the performance of the Basic Services by the Architect. 3.7 Program of Requirements. The Program of Requirements or "Program" is the detailed written summary of the requirements of the facility which sets forth the Owner's design objectives, constraints and criteria, including space requirements and relationships, quality levels, flexibility and expandability, special equipment and systems and site requirements, as described in Exhibit B, which is the product from the conceptual study period. 3.8 Design Phase Change Order - A Design Phase Change Order is the form of documentation from the Owner approving and authorizing a modification to the Program, Budget, or previously approved Design Phase documents. ARTICLE 4 RELATIONSHIP OF THE PARTIES 4.1 Professional Architectural Services - The Architect shall provide professional architectural/engineering services for the Project in accordance with the terms and conditions of this Agreement. The Architect's performance of services shall be as a professional consultant to the Owner to carry out the activities of Project design and construction administration and to provide the technical documents and construction administration to achieve the Owner's Project objectives. 4.2 Owner Representation - The Owner plans to employ and assign a Project Manager from Heery International, Inc., or similar type firm, to serve as the Owner's Representative. The Owner's Representative has no design responsibilities of any nature. None of the activities of the Owner's Representative supplant or conflict with the design, budget or any other services and responsibilities customarily furnished by the Architect or their Subconsultants in accordance with generally accepted architectural/engineering practices. The Architect shall fully cooperate with the 2ZQHU¶V5HSUHVHQWDWLYHInstructions by the Owner to the Architect relating to Attachment number 1Page 5 of 47 6 services performed by the Architect will be issued or made by or through and in accordance with procedural, organizational, and documentation standards established by the Owner's Representative. Communications and submittals of the Architect to the Owner and Contractor shall be in writing and issued or made in accordance with similar procedural and documentation standards established by the Owner's Representative. The Owner's Representative shall have the authority to establish procedures, consistent with this Agreement, to be followed by the Architect and Contractor and to conduct periodic meetings to be attended by the Architect, and their subconsultants, throughout the duration of this Agreement. 4.3 Other Consultants - The Owner may provide drawings, consultation, recommendations, suggestions, data and/or other information relating to the Project from other consultants under separate contract with the Owner, including but not limited to: Land Surveying Consultant, Geotechnical Consultant, and/or Materials Testing Consultant. The Architect can rely on the accuracy of this information. 4.4 Architect Representation ± 4.4.1 The Architect shall provide a list of all consultants (and subconsultants) which the Architect intends to utilize relating to the Project prior to commencing work on the Project. The list shall include such information on the qualifications of the consultants as may be requested by the Owner. The Owner will review the consultants proposed. The Architect shall not retain a consultant to which the Owner has an objection. The Architect shall use individuals or firms that are licensed and regularly engaged in the fields of expertise required for this Project. Architect shall provide Owner with statement assuring design of roofing system to construction industry in the state of Georgia standard of care. 4.4.2 The Architect shall provide to the Owner with a list of the proposed key project personnel of the Architect and its consultants to be assigned to the Project. This list shall include such information on the professional background of each of the assigned personnel as may be requested by the Owner, through the Owner's Representative. Such key personnel and consultants shall be satisfactory to the Owner and shall not be changed except with the consent of the Owner unless said personnel cease to be in the Architect's (or its consultants or subconsultants, if applicable) employ. 4.4.3 ,I UHTXLUHG E\ WKH 2ZQHU¶V 5HSUHVHQWDWLYH Dll agents and workers of the Architect and its subconsultants shall wear identification badges provided by the Architect at all times that WKH\ DUH RQ WKH 2ZQHU¶V SURSHUW\  7KH identification badge shall at a minimum display the company name and telephone number and the employee name. 4.4.4 The Architect understands and agrees that should the Owner's Representative or other Consultant¶V provide the Architect with any estimating or scheduling assistance, cost or time control recommendations or other consultation, recommendations or suggestions, any or all such activities on the part of the Owner's Representative, Consultant, or any other representative of the Owner shall in no way relieve the Architect of the responsibility of fulfilling its obligations and responsibilities under this Agreement. ARTICLE 5 Attachment number 1Page 6 of 47 7 BASIC SERVICES 5.1 The Architect shall provide the basic services as described in Exhibit A. ARTICLE 6 ADDITIONAL SERVICES 6.1 If any of the following Additional Services are authorized in advance by the Owner in writing, the Architect shall furnish or obtain from others the authorized services. If authorized in advance, in writing, by the Owner, the Architect shall be paid for these additional services by the Owner pursuant to Article 8.3 to the extent they exceed the obligations of the Architect under this Agreement. 6.1.1 Providing fully detailed presentation models or presentation renderings, not included in Basic Services. 6.1.2 Providing financial feasibility or other special studies, not included in Basic Services. 6.1.3 Providing planning surveys or alternative site evaluations. 6.1.4 Providing design services relative to future facilities, systems and equipment which are not intended to be constructed as part of the Project other than general planning and Master Planning for future work as indicated by the Program of Requirements. 6.1.5 Making major revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given by the Owner. 6.1.6 Preparing supporting data and other services in connection with an Owner- initiated change order if the Basic Compensation is not commensurate with the services required of the Architect. 6.1.7 Providing operating and maintenance manuals, training personnel for operation and maintenance, and consultation during operations other than initial start-up, and coordinating with the Contractor(s) to provide in electronic format, as GHVLJQDWHG E\ WKH 2ZQHU¶V 5HSUHVHQWDWLYH GHWDLOHG SURGXFW DQG ZDUUDQW\ LQIRUPDWLRQIRULQSXWWRWKH2ZQHU¶V)DFLOLW\0DQDJHPHQWFRPSXWHUV\VWHP 6.1.8 Providing soils sampling, classification and analysis; however, analysis of existing soils information and soils analysis during the Design Phase and recommendations needed during the Construction Phase of the Project are not considered additional services. 6.1.9 Providing services of interior furnishings not included in the design contract. 6.1.10 Providing professional services made necessary by the default of a Contractor or by major defects in the Work of the Contractor in the performance of the Construction Contract which the Architect could not reasonably have prevented through inspection, observation or intervention. 6.1.11 Providing surveying services such as platting; mapping; subdivision agreements or recording subdivision plats. 6.1.12 Providing additional services prior to actual substantial completion of the Project made necessary by delays or defects in the work of the Contractor which the Architect could not reasonably have prevented through inspection, Attachment number 1Page 7 of 47 8 observation or intervention which prolongs the Construction Contract time by more than 90 days. 6.1.13 Providing extensive assistance in the initial start-up and test operations of equipment or systems which is beyond the scope of that normally required to insure proper operation in accordance with the design and specifications. 6.1.14 Providing additional services and costs necessitated by out-of-town travel required by the Architect and approved by the Owner other than visits to the Project and other than for travel required to accomplish the Basic Services. 6.1.15 Providing consultation concerning replacement of any Work damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Design Services as may be required in connection with the replacement of such Work. 6.1.16 Providing services after payment by the Owner of the Final Payment to the Architect other than services called for in the Basic Services. 6.1.17 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practices consistent with the terms of this Agreement. 6.1.18 The Architect shall provide testimony in public hearings, arbitration proceedings, and legal proceedings, and such testimony shall be provided without additional fee or charge to the Owner unless said testimony is requested by the Owner and consists of expert testimony not related to this Project or Work. ARTICLE 7 DESIGN NOT TO EXCEED 7.1 2ZQHU¶V%XGJHW - The Architect understands and acknowledges that the Owner will establish a budget for the Project during the conceptual study period. When the Construction Contract Award Price (CCAP) is established, it becomes a part of this contract. This figure includes projected construction cost escalation, and is based upon a Guaranteed Maximum Price contract award. 7.2 Limitation On Construction Contract Award Price - The Architect agrees to design the Project so that the actual CCAP does not exceed the budgeted CCAP indicated above. The Owner's Representative to provide cost estimating during the Conceptual Study Period. The CM at Risk will be retained to provide pre-construction services which include estimating the remaining phases of the project. 7.3 2ZQHU¶V 5HPHGLHVfor Excessive Cost - If the negotiated CCAP (GMP) H[FHHGVWKH2ZQHU¶VEXGJHWHGCCAP (GMP) by more than five percent (5%) the Owner may, in addition to any other remedies provided in this Contract; 7.3.1 accept the bid or negotiated CCAP; 7.3.2 require the Architect, at no cost to the Owner, to re-bid or re-negotiate Attachment number 1Page 8 of 47 9 the Work; 7.3.3 cancel the Work or any portion of the Work; 7.3.4 revise the scope of the Work, as required to reduce the CCAP; 7.3.5 require the Architect, at no cost to the Owner, to modify the Construction Documents and re-bid or re-negotiate the Work to result in a bid or negotiated CCAP within the budgeted CCAP. In order to reduce the CCAP to the budgeted CCAP, the Architect shall, in DGGLWLRQWRWKHDERYHDWWKH2ZQHU¶VUHTXHVWDQGDWQo additional cost to the Owner, 7.3.5.1 provide value engineering to reduce the CCAP to the budgeted CCAP; 7.3.5.2 assist the Owner in redefining the scope of the Project; 7.3.5.3 incorporate all scope reductions and Project modifications into the modified Construction Documents. 7.3.5.4 the Owner will reasonably cooperate in identifying cost cutting measures. ARTICLE 8 COMPENSATION 8.1 Basic Services Compensation - The Owner shall compensate the Architect in accordance with the terms and conditions of this Agreement, including the following: 8.1.1 For the Basic Services of the Architect, Basic Services Compensation shall be set based on a sliding scale as a percentage of the CCAP. It is understood that the CCAP could range between Fourteen Million Dollars ($14,000,000.00) and Thirty Million Dollars ($30,000,000.00). Compensation as a percentage of the budget would vary along a sliding scale from 9.0% at a budget of Fourteen Million Dollars ($14,000,000.00) to 7.9% at a budget of Thirty Million Dollars ($30,000,000.00). After the CCAP is established in the conceptual study period, compensation will be converted to a lump sum amount based on the percentage stated above. In addition to the above an allowance of Fifty Thousand Dollars ($50,000.00) will be included for reimbursable expenses. 8.1.1.1 For the purposes of Subparagraph 8.1.1, no amount is to be included within the scope of the CCAP for the cost of land, rights-of-way or other non-construction costs which are the responsibility of the Owner. 8.1.1.2 For the purposes of Subparagraph 8.1.1, no labor and materials furnished by the Owner for the Project shall be included with the scope of the CCAP unless designed by the Architect. 8.1.1.3 For the purposes of Subparagraph 8.1.1, should the Owner request additions to the Project which would cause a change or changes in the scope of the Program of Requirements or previously approved designs or design criteria, Attachment number 1Page 9 of 47 10 the CCAP shall be increased by the aggregate amount of such change(s) and the commensurate adjustment to the compensation will be negotiated. 8.1.1.4 In the event the Owner requests changes to the Project or elects not to complete the work or any portion thereof, which would decrease the most recently approved CCAP, basic compensation due the Architect, as to such deletion or decrease, shall be adjusted through negotiation downwards for remaining services to be performed but not for services already performed to the date of receipt by the Architect of the written requested change or notice of the intent not to complete part or all of the work, in accordance with the basic payment schedule set forth in Paragraph 8.2 herein. 8.1.1.5 The Basic Services Compensation stated in Paragraph 8.1.1 includes all compensation and other payments due the Architect (labor, overhead, profit, direct costs) in the performance of the Basic Services. 8.2 Payments to the Architect - Payments on account of the Architect shall be made as follows: 8.2.1 Payments for Basic Services, including any design phase change orders, shall be made monthly in proportion to services performed so that the compensation at the completion of each Phase shall equal the following percentages of the Basic Services Compensation. Payment shall be made monthly upon presentatLRQ RI WKH $UFKLWHFW¶V VWDWHPHQW RI VHUYLFHV IXOO\ VXSSRUWHG E\ invoices, time sheets (for add services if needed), and certifications that all consultants and subconsultants have been paid, and other documentation as requested by the Owner. Phase Phase Value Percentage Complete Conceptual Study Period Not to Exceed $35,000.00 Design Narrative/Schematic Design 15% 15% Design Development 20% 35% Construction Document 35% 70% Permitting and Bidding/Negotiation 5% 75% Construction 24% 99% Final Completion 1% 100% 8.2.2 No deductions shall be made from the Architect's Basic Services Compensation on account of penalty, liquidated damages, retainage or other sums withheld from payments to Contractor. 8.2.3 Reimbursable Expenses incurred while performing Basic or Additional Services shall be computed at a multiple of 1.00 times actual cost. Reimbursable Expenses shall include such reasonable, actual expenditures made by the Architect, his employees, or his professional consultants in the interest of the Project, limited to the following: the reasonable travel expenses when traveling from the $UFKLWHFW¶V office to a location outside of the Metropolitan Atlanta Area in connection with the Project; and expenses for reproductions for submittals, postage, courier, delivery charges, telecommunications and facsimile, USGBC registration, and handling of Drawings and Specifications, beyond those for the Attachment number 1Page 10 of 47 11 Architect¶VDQGVXEFRQVXOWDQWV¶XVH,WLVWKH2ZQHU¶VLQWHQWWRSD\WKHFRVWIRU reproductions for drawings and specification releases for design and construction directly. 8.2.4 If the Project is suspended for more than four (4) months or abandoned in whole or in part by the Owner, the Architect shall be paid compensation for services performed prior to receipt of written notice from the Owner of such suspension or abandonment. If the Project is resumed after being suspended for more than six (6) months, the Architect's Basic Services Compensation shall be equitably adjusted. 8.3 Additional Services Compensation 8.3.1 With respect to any Additional Services, as described in Article 6 herein, performed by the Architect hereunder, the Architect and Owner shall negotiate an equitable adjustment to the Basic Services Compensation. However, if negotiations are not successful prior to the time the additional services are needed, the Owner may direct the Architect to proceed with the Additional Services on a time spent basis with Additional Services Compensation to be computed as follows: 8.3.1.1 Employees' time computed at a multiple of (to be negotiated at time of request) times the employees' Direct Personnal Expense Hourly Rate. 8.3.1.2 Re-inspection and re-submittal review time that is billable to the Contractor shall be reimbursed to the Architect at the rate indicated in 8.3.1.1 above. 8.3.2 Payments for Additional Services of the Architect shall be made monthly upon presentation of the Architect's statement of services, fully supported by invoices, time sheets, and other documentation as requested by the Owner. 8.4 Accounting Records 8.4.1 Records of the Architect with respect to Additional Services and payroll, and consultant and other expenses (including Reimbursable Expenses) pertaining to the Project, shall be kept according to generally accepted accounting principles and shall be available to the Owner or its authorized representative for inspection and copying at mutually convenient times. 8.4.2 At the request of the Owner or its authorized representative, the Architect will supply in a timely manner and certify as accurate, unaltered copies of all time sheets, invoices, and other documents to substantiate and document any and all Additional Services and Reimbursable Expenses. ARTICLE 9 PERIOD OF SERVICE 9.1 Specific dates relating to the period of services are set forth in Exhibit C. 9.2 Unless earlier terminated as provided in Article 13 herein, this Agreement shall remain in force for a period which may reasonably be required for the Basic Services and Additional Services hereunder. However, the provisions of the Agreement relating to Representations (Article 1); Professional Liability coverage (Article 11.1); Indemnification (Article 12); and Ownership of Documents/Confidential Information (Article 15) shall remain in effect after termination of the other provisions of the Agreement. No obligations under this Agreement shall extend beyond the period when the applicable statutes of Attachment number 1Page 11 of 47 12 limitations or repose would bar the institution of legal proceedings arising out of the services performed hereunder. 9.3 If the Project is delayed through no fault of the Architect, all specific dates noted in the Exhibit C that are affected by the delay will be adjusted by the number of calendar days of the delay. 9.4 If the Owner materially revises the Project, a reasonable time extension and/or credit shall be negotiated between the Architect and the Owner. 9.5 $UFKLWHFW DJUHHV WR H[HUFLVH GLOLJHQFH LQ WKH SHUIRUPDQFH RI LW¶V VHUYLFHV consistent with the agreed upon project schedule, subject however, to the exercise of the generally accepted standard of care for performance of such services. ARTICLE 10 OWNER'S RESPONSIBILITIES 10.1 The Owner shall provide full information regarding the requirements for the Project. 10.2 The Owner shall examine documents submitted by the Architect and shall render decisions which pertain thereto promptly, to avoid unreasonable delay in the progress of the Architect's Services. 10.3 If required for this Project, the Owner shall furnish a certified land survey of the site, giving as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and as-built drawings and specifications pertaining to existing buildings, other improvements and trees; and full information concerning available service and utility lines, both public and private, above and below grade, including inverts and depths. 10.4 The Owner shall pay for the services of a soils engineer or other consultant, when such services are deemed necessary by the Architect or Owner's Representative, to provide reports, test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining subsoil, air and water conditions, with appropriate professional interpretations thereof. 10.5 The Owner shall pay for structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law that are not otherwise called for in this Agreement. 10.6 The Owner shall furnish such legal, accounting, and insurance counseling services as the Owner may deem necessary for the Project and such auditing services as may be required to ascertain how, or for what purposes, the Contractor has used the moneys paid to it under the Construction Contract. 10.7 All services, information, surveys and reports required of the Owner shall be furnished at the Owner's expense and the Architect shall be entitled to rely upon their accuracy and completeness. 10.8 The Owner shall furnish information and approvals required of it expeditiously, for orderly progress of the Work. Attachment number 1Page 12 of 47 13 10.9 The Architect shall provide documents so that the CM at Risk may request, expedite, and obtain all necessary permits, licenses, approvals, easements, assessments, and charges required for the construction, use or occupancy of permanent structures or for permanent changes in any existing facilities. If it is customary for the General Contractor to obtain any permits and/or licenses, the Architect shall coordinate this on behalf of the Owner. ARTICLE 11 INSURANCE 11.1 The Architect shall provide the Insurance as described in Exhibit D. ARTICLE 12 INDEMNIFICATION 12.1 Notwithstanding anything to the contrary contained herein, the Architect shall indemnify and hold harmless the Owner WKH 2ZQHU¶V 5HSUHVentative, FRQVXOWDQWDXWKRUL]HGWRDFWRQWKH2ZQHU¶VEHKDOIand their employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, to the extent caused by (1) the Architect's negligent performance or failure to perform its obligations under this Agreement and (2) any claim, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of personal and/or real property and caused by any negligent act or omission of the Architect, anyone directly employed by the Architect or anyone for whose acts the Architect is legally liable. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Article. 12.2 Notwithstanding anything to the contrary contained herein, the Owner shall indemnify and hold harmless the Architect and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from (1) the Owner's performance or failure to perform its obligations under this Agreement and (2) any claim, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of personal property including the loss of use resulting there from and caused solely by any negligent act or omission of the Owner or any consultant hired by the Owner pursuant to Article 4 above. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Article. 12.3 Except as otherwise set forth in this Agreement, the Architect and the Owner shall not be liable to each other for any delays in the performance of their respective obligations and responsibilities under this Agreement which arise from causes beyond their control and without their fault or negligence, including but not limited to, any of the following events or occurrences: fire, flood, earthquake, epidemic, pandemic, atmospheric condition of unusual severity, war, acts of terrorism, and strikes. The Owner shall not be liable to the Architect for acts or failures to act by the Contractor. 12.4 In no event shall either party be liable to the other for any indirect, incidental, or consequential damages of any kind or nature. Attachment number 1Page 13 of 47 14 ARTICLE 13 TERMINATION OF AGREEMENT 13.1 If: (a) the Owner abandons the Project or the Project is stopped for more than six (6) months due to actions taken by the Owner, or under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable through no act or fault of the Architect or its agents or employees, or (b) the Owner has failed to substantially perform in accordance with the provisions of this Agreement due to no fault of the Architect and such non- performance continues without cure for a period of thirty (30) days after the Owner receives from the Architect a written notice of such non-performance (including a detailed explanation of the actions of the Owner required for cure), the Owner may, upon fifteen (15) days' additional written notice to the Owner, terminate this Agreement, without prejudice to any right or remedy otherwise available to the Owner, and recover from the Owner payment for all services performed to the date of the notice terminating this Agreement. 13.2 Upon the appointment of a receiver for the Architect, or if the Architect makes a general assignment for the benefit of creditors, the Owner may terminate this Agreement, without prejudice to any right or remedy otherwise available to the Owner, upon giving three (3) days written notice to the Architect. If an order for relief is entered under the bankruptcy code with respect to the Architect, the Owner may terminate this Agreement by giving three (3) days written notice to the Architect unless the Architect or the trustee: (a) promptly cures all breaches; (b) provides adequate assurances of future performance; (c) compensates the Owner for actual pecuniary loss resulting from such breaches; and (d) assumes the obligations of the Architect within the statutory time limits. 13.3 If the Architect persistently or repeatedly refuses or fails, except in cases for which an extension of time is provided, to supply sufficient properly skilled staff or proper materials, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority jurisdiction, or otherwise substantially violates or breaches any term or provision of this Agreement, then the Owner may, without prejudice to any right or remedy otherwise available to the Owner, and after giving the Architect seven (7) days written notice, terminate this Agreement. 13.4 Upon termination of this Agreement by the Owner under Paragraph 13.2 and 13.3 the Owner shall be entitled to furnish or have furnished the Services to be performed hereunder by the Architect by whatever method the Owner may deem expedient. Also, in such cases, the Architect shall not be entitled to receive any further payment until completion of the Work; and the total compensation to the Architect under this Agreement shall be the amount which is equitable under the circumstances. If the Owner and the Architect are unable to agree on the amount to be paid under the foregoing sentence, the matter may be referred to a mutually agreed upon dispute settlement process. 13.5 The Owner may, upon thirty (30) days written notice to the Architect, terminate this Agreement, in whole or in part, at any time for the convenience of the Owner, without prejudice to any right or remedy otherwise available to the Attachment number 1Page 14 of 47 15 Owner. Upon receipt of such notice, the Architect shall immediately discontinue all services affected unless such notice directs otherwise. In the event of a termination for convenience of the Owner, the Architect's sole and exclusive right and remedy with respect to LW¶VFRPSHnsation is to be paid for all work performed and to receive equitable adjustment for all work performed up to and including the date of termination. The Architect shall not be entitled to be paid any amount as profit for unperformed services or consideration for the termination of convenience by the Owner. 13.6 Should the Owner terminate this agreement as provided for under this Article, the Owner will acquire such drawings, including the use of all drawings, specifications, documents and materials relating to the Project prepared by or in the possession of the Architect. The Architect will turn over to the Owner in a timely manner and in good unaltered condition all original drawings, specifications, documents, materials, and computer files. In recognition that all materials turned over under this Article may not be complete, the Owner agrees to defend, indemnify, and hold harmless the Architect from and against any and all liability, damages, expenses, and costs (including reasonable DWWRUQH\V¶IHHV DULVLQJfrom or related to the use or modification of materials originally prepared by the Architect under this Agreement. This indemnity shall DSSO\ WR XVH RI WKH $UFKLWHFW¶V PDWHULDOV RQ WKLV RU DQ\RWKHU SURMHFW  7KH Owner shall also remove or obscure all marking on any documents or material prepared by the Architect that are sufficient to identify Architect as the author thereof. ARTICLE 14 SUCCESSORS/ASSIGNMENT 14.1 This Agreement shall inure to the benefit of and be binding on the heirs, successors, assigns, trustees and personal representatives of the Owner, as well as the permitted assigns and trustees of the Architect. 14.2 The Architect shall not assign, sublet or transfer its interest in this Agreement without the written consent of the Owner, except that the Architect may assign accounts receivable to a commercial bank or financial institution for securing loans, without prior approval of the Owner. 14.3 Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party. ARTICLE 15 OWNERSHIP OF DOCUMENTS/CONFIDENTIAL INFORMATION 15.1 Drawings and Specifications as instruments of service are and shall remain the joint property of the Architect and the Owner whether the Project for which they are made is built or not. Said documents and design concept are not to be used by the Architect or the Owner on other projects. The Owner shall retain reproducible copies and electronic copies of Drawings and Specifications for information and reference and use in connection with the Owner's use and occupancy of the Project and for the Owner's future requirements of the Project's facilities including without limitation any alteration or expansion in any manner the Owner deems appropriate without additional compensation to the Attachment number 1Page 15 of 47 16 Architect. The Owner shall indemnify and hold harmless the Architect against any liability resulting from any use of the Drawings and Specifications without the Architect's consent. 15.2 In order for the Architect to fulfill this Agreement effectively, it may be necessary or desirable for the Owner to disclose to the Architect confidential and proprietary information and trade secrets pertaining to the Owner's past, present and future activities. The Architect hereby agrees to treat any and all informatioQVSHFLILFDOO\DGYLVHGDV³FRQILGHQWLDO¶E\WKH2ZQHUDQGSURYLGHGWR the Architect in the course of WKH$UFKLWHFW¶VSURIHVVLRQDOVHUYLFHVKHUHXQGHU as strictly confidential, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect further agrees that it will not disclose during the period of this Agreement or thereafter to anyone outside of the authorized Project team (1) Owner's trade secrets or (2) Owner's confidential and proprietary information. ARTICLE 16 ADDITIONAL PROVISIONS 16.1 The Owner and Architect agree to endeavor to provide written notification and to negotiate in good faith prior to litigation concerning claims, disputes, and other matters in question arising out of or relating to this Agreement or the breach thereof. 16.2 Nothing herein contained shall be construed to require the parties to provide written notifications or engage in negotiations prior to the institution of litigation nor to submit for alternative dispute resolution by a third party or parties any such claim, dispute or other matter in question between the parties, but the parties may by mutual agreement submit any claim, dispute or other matter at issue to arbitration, or such other alternative dispute resolution procedure as may be mutually agreed upon between the parties. 16.3 Whenever renderings, photographs of renderings, photographs of models, photographs, drawings, announcements, or other illustration or information of the Project are released for public information, advertisement or publicity, appropriate and proper credit for architectural and other services shall be given to the Architect and Owner respectively. 16.4 The payment of any sums by the Owner shall not constitute a waiver of any claims for damages by the Owner for any breach of the Agreement by the Architect. 16.5 This Agreement shall be governed by the laws of the State of Georgia, U.S.A. 16.6 If any one or more of the provisions contained in this Agreement, for any reason, are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 16.7 Except where specifically stated otherwise, all periods of time stated in terms of days shall be considered periods calculated in calendar days. Attachment number 1Page 16 of 47 17 16.8 The headings or captions within this Agreement shall be deemed set forth in the manner presented for the purposes of reference only and shall not control or otherwise affect the information set forth therein or interpretation thereof. 16.9 For the purpose of this Agreement unless the context clearly indicates otherwise, the singular includes the plural, and the plural includes the singular. 16.10 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and the counterparts shall constitute one and the same instrument, which shall be sufficient evidence by any one thereof. ARTICLE 17 PROJECT RECORDS 17.1 All records relating in any manner whatsoever to the Project, or any designated portion thereof, which are in the possession of the Architect or the Architect's consultants, shall be made available to the Owner for inspection and copying upon written request of the Owner. Additionally, said records shall be made available, upon request by the Owner, to any state, federal or other regulatory authorities and any such authority may review, inspect and copy such records. Said records include, but are not limited to, all plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, or other writings or things which document the Project, its design, and its construction. Said records expressly include those documents reflecting the time expended by the Architect and its personnel in performing the obligations of this Contract and the records of expenses incurred by the Architect in its performance under said Contract. The Architect shall maintain and protect these records for no less than ten (10) years after final completion of the Project, or for any longer period of time as may be required by applicable law or good architectural practice. ARTICLE 18 PROHIBITION AGAINST CONTINGENT FEES 18.1 The Architect by execution of this Contract warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Contract and that he has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for him, any fees, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. ARTICLE 19 EXHIBITS AND ATTACHMENTS 19.1 Attached hereto and incorporated herein as part of this Contract are Exhibit A ± Basic Services, Exhibit B ± Program of Requirements, Exhibit C ± Schedule, Exhibit D ± Insurance, Exhibit E - the Asbestos Statement of Declaration, Exhibit F ± Non Collusion Affidavit, and Exhibit G ± Construction Contract. ARTICLE 20 Attachment number 1Page 17 of 47 18 ENTIRE AGREEMENT 20.1 This Agreement and its Exhibits and Attachments represent the entire and integrated agreement between the Owner and the Architect and it supersedes all prior communications, discussions, negotiations, understandings, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect Attachment number 1Page 18 of 47 19 In witness whereof, each individual executing this agreement acknowledges that he/she/it is authorized to execute this agreement and further acknowledges the execution of this agreement on the date signed below. Owner: Architect: Augusta, Georgia Thompson, Ventulett, Stainback & Associates, Inc. By: (Signature) (Seal) (Signature) (Seal) Roger L. Neuenschwander (Name) (Name) President (Title) (Title) 530 Greene Street 2700 Promenade Two, 1230 Peachtree Street, N.E. (Street Address ± No PO Box) (Street Address ± No PO Box) Augusta, Georgia 30911 Atlanta, Georgia 30309 (City, State, Zip) (City, State, Zip) Date of Signature Date of Signature (Witness) (Witness) Attachment number 1Page 19 of 47 20 Exhibit A Basic Services The January 15, 2008 Augusta Trade, Exhibit and Event Center Building Program, as modified during the Conceptual Study Period to meet the budgeted CCAP, shall be the basis for the project design. The CCAP will be established prior to commencement of the Schematic Design Phase. Conceptual Study Period: The Architect shall provide the Owner with an evaluation of the existing building program and recommended modification/selective implementation of the existing building program to bring the program in line with the CCAP approved by the Owner. Deliverables shall include: a. Recommended program alternatives to meet the CCAP with advantages and disadvantages, b. A modified Building Program approved by the Owner, c. Conceptual site plan and building plan sketches of the modified program. Architect shall not move into design until the building program and CCAP are approved. The Owner's Representative will provide cost estimating to determine that the Program is within the CCAP. 1. Design Narrative Phase a. The Architect shall examine and analyze available information provided by the Owner and shall advise and recommend as to additional information necessary to begin specific design work on the Project. In addition, the Architect shall: i. Visit and observe the Project Site and any structures or other features to be modified; ii. Familiarize themselves with the survey, and the location of all existing buildings, utilities, conditions, streets, equipment, components and other attributes having or likely to have an impact on the Project; iii. Familiarize themselves with the Program of Requirements and make any necessary revisions as required to begin the design phase; iv. Familiarize themselves with pertinent Project dates and programming needs, including the Project Design Schedule; v. Review all Project geotechnical, Hazardous Substance, structural, chemical, electrical, mechanical and construction materials tests, investigations and recommendations; vi. Review local zoning restrictions and requirements; vii. Analyze opportunities for incorporation of sustainable design features, in support of the goal of meeting LEED Version 2.2 Certification. viii. Register project with USGBC. Attachment number 1Page 20 of 47 21 ix. Gather such other information necessary for a thorough understanding of the Project. b. Upon analysis of all available information and prior to initiating any design tasks, the Architect shall participate in a Pre-Design Project Analysis. The Architect shall have in attendance the individuals who will represent the primary architectural and engineering disciplines on the project and others as may be requested by the Owner's Representative. The Architect shall take and transcribe minutes of the sessions. c. Upon conclusion of the Pre-Design Project Analysis, the Architect shall prepare a report to the Owner (hereinafter referred to as the Design Narrative) along with a Design Schedule acceptable to the Owner which is the Architect's interpretation of the Project requirements, design parameters and objectives, and results of the Pre-Design Project Analysis. To the maximum extent possible, the Design Narrative will contain diagrammatic studies and pertinent text relative to: design concept; Program of Requirements; analysis of alternatives; internal functions; human, vehicle and material flow patterns; general space allocations; detailed analysis of operating functions; studies of adjacency, vertical and horizontal affinities; and outline descriptions of major building components and systems. d. Upon written authorization from the Owner to proceed, and based on the approved Design Narrative, the Construction Contract Award Price (CCAP), and Program of Requirements the Architect shall prepare Schematic Design Studies consisting of drawings and other documents illustrating the design concept, scale and relationship of the Project components for approval by the Owner. 2. Schematic Design Phase a. The Architect shall provide the Owner's Representative periodically with copies of Schematic Design Studies for the Owner's Representative's review during the Schematic Design Phase. At the end of the Schematic Design Phase the Architect shall provide the Owner's Representative with a complete set of the drawings and other documents for approval by the Owner in an uneditable electronic media. b. The Architect shall participate as requested in meetings with Owner's staff to review the project, receive the Owner's input and provide responses to input. c. The Architect shall prepare documents and make presentations to Augusta Georgia as determined by the Owners Representative. Documents required for presentation shall include but not limited to mounted and colored site plans, floor plans and elevations. d. Documents prepared by the Architect for final Schematic Design Phase submittal shall include drawings and a written report. The drawings shall include, but not be limited to; a proposed site utilization study of the property of the Project, schematic plans of all floor plan conditions, and Attachment number 1Page 21 of 47 22 simplified elevations indicating the fundamentals of the architectural concept. The report shall include the status of the work, a summary of programmed versus actual square footage by room or area and net to gross comparisons in a format defined by the Owner; such discussion of design factors, if any, as are pertinent in the opinion of the Architect; and descriptions of proposed engineered systems, construction concepts, materials and work to be included in the construction contracts. Further, the report should include any pertinent minutes from meetings or telephone conferences with, or letters from review agencies with responses, and responses to all review comments from staff from previous reviews. e. The Architect shall include as part of his submittal a statement that to the best of his knowledge and belief the documents incorporate the design standards conveyed by the Owner during this phase of design. f. The Architect shall submit a statement indicating that local governing authorities are aware of the project, and the necessary requirements of such agency will be met to the best of his knowledge and belief. g. To be considered acceptable for final Schematic Design Phase submittal, the documents shall contain all of the following unless otherwise agreed in writing: i. Architectural 1. Overall plans (at ´VFDOH) showing complete building layout, and identifying areas, room by room, showing square footage with comparisons to program standards, and core areas and their relationships. 2. (QODUJHGSODQV DW´VFDOH RIVHOHFWDUHDVVXFKDVPDLQHQWU\ lobby, concourse, toilets and back of house areas. 3. Preliminary building section and elevations indicating location and size of fenestration. 4. Preliminary furniture layouts of critical spaces. 5. Site plan with building located and overall grading plan with a minimum of ¶- 0" contour lines. All major site development such as orientation, access road paving, walls and outside support buildings, structured parking facilities and paved parking lots should be shown. 6. Gross and net area calculations separated to show conformance with the Program of Requirements. 7. Preliminary Building Code Summary. ii. Structural 1. Narrative of structural system (concrete, precast, structural steel with composite deck, structural steel with bar joists, etc.). 2. Identification of foundation requirements (fill requirements, piles, caissons, spread, footings, etc.). iii. Mechanical 1. Block heating, ventilating and cooling loads estimates including skin versus internal loading. 2. Single-line drawings of all mechanical equipment spaces, duct Attachment number 1Page 22 of 47 23 chases and pipe chases. 3. Location of all major equipment in allocated spaces. 4. Location of all service entrances. iv. Electrical 1. Lighting fixtures roughly scheduled showing types of fixtures to be used. 2. Major electrical equipment roughly scheduled indicating size and capacity. 3. Complete preliminary one-line electrical distribution diagrams with indications of final location of service entry, transformers and emergency generator, if required. 4. Description of specialized electrical systems (fire alarm, intercom, voice/data, etc.). 5. Legend showing all symbols used on drawings. h. Documents not complying with Subparagraph 2.g. shall be returned to the Architect for correction at no additional charge to the Owner and with no change to the overall Project design schedule. i. Upon Owner acceptance and approval of the Schematic Design, the structural bay sizes, floor elevations and exterior wall locations (building "footprint") may not be changed except by a Design Phase Change Order. j. The Architect shall provide electronic images (in pdf format) at each phase of the design for use by Augusta Georgia on their website. k. The Architect shall provide in-progress sketches, at each phase of the design, mounted on presentation boards for display in the Main Lobby of the existing Municipal Building. 3. Design Development Phase. a. The Architect shall prepare from the approved Schematic Design Studies, for further approval by the Owner, the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural, mechanical and electrical systems, materials and such other essentials as may be appropriate. b. Design Development Documents prepared by the Architect shall include drawings and a written report in more detail than the Schematic Design Documents and shall take into account the Owner's comments on the previous submittal. The report shall include the status of the work, a summary of programmed versus actual square footage by room or area in a format defined by the Owner, such discussion of design factors, if any, as are pertinent in the opinion of the Architect; and outline descriptions of proposed engineered systems, construction concepts, materials and work to be included in the construction contracts. Drawings shall include dimensioned site development plan, floors plans, elevations, and typical sections indicating proposed construction. Drawings shall also include information on major finishes as well as diagrammatic drawings Attachment number 1Page 23 of 47 24 illustrating fundamentals of major engineered systems, i.e., structural, mechanical and electrical. c. The Architect shall include as part of his submittal a statement that to the best of his knowledge and belief the documents incorporate the design standards conveyed by the Owner during this phase of design. d. The Architect shall submit the final Design Development package, pertinent meeting minutes, etc. to show how review comments made in Schematic Design have been addressed. It should be clear from the notes where the specific item was incorporated into the Design Development submittal or an explanation if it was not incorporated. e. The Architect shall provide the Owner's Representative periodically with copies of in-progress Design Development Documents during the Design Development Phase. At the end of the Design Development Phase the Architect shall provide the Owner's Representative with a complete set of the drawings and other documents for approval by the Owner in an uneditable electronic media. The documents for this final Design Development Phase submittal shall contain all of the following unless otherwise agreed in writing: i. Architectural 1. Project phasing plan. 2. Building Code Summary Sheet. 3. Life safety plans showing all fire walls and egress calculations. 4. Floor plans (at 1/8" scale) with final room locations including all openings. 5. 5RRI SODQ DW ´ VFDOH  LQGLFDWLQJ VWUXFWXUDO VORSH GUDLQDJH areas and drain locations. 6. Wall sections showing final dimensional relationships, materials and component relationships. 7. Plans shall show typical furniture layouts associated with an exhibit type facility. 8. Finish schedule identifying all finishes. 9. Preliminary door and hardware schedule showing final quantity plus type and quality levels. 10. Virtually complete site plan including grading and drainage. 11. Preliminary development of details, including millwork details and large scale blow-ups. 12. Legend showing all symbols used on drawings. 13. Outline of materials to be specified in the CD phase. 14. Reflective ceiling development including ceiling grid and all devices that penetrate the ceiling (i.e., light fixtures, sprinkler heads, ceiling register or diffusers, etc.). ii. Structural 1. Plan drawings with all structural members located and sized. 2. Final building elevations. 3. Outline of materials to be specified in the CD phase. 4. Foundation drawings. iii. Plumbing 1. Piping, fixtures and equipment substantially located and sized. Attachment number 1Page 24 of 47 25 iv. Mechanical 1. Heating and cooling load calculations for each space and major duct or pipe runs sized to interface structural. 2. Major mechanical equipment scheduled indicating size and capacity. 3. Ductwork and piping substantially located and sized (mains only). 4. Above ceiling and/or mechanical room layouts to verify all, structural, mechanical, plumbing, electrical and fire protection systems fit in available spaces. 5. Typical devices in ceiling located in public spaces. 6. Legend showing all symbols used on drawings. 7. Outline of materials to be specified in the CD phase. 8. Completed life cycle cost analysis. v. Electrical 1. Power consuming equipment and load characteristics. 2. Electric load estimate. 3. Major electrical equipment (switchgear, distribution panels, emergency generator, transfer switches, UPS system, etc.) dimensioned and drawn to scale into the space allocated. 4. Preliminary site lighting design coordinated with Georgia Power. 5. Outline of materials to be specified in the CD phase. 6. Lighting, power, telecommunications and office automation devices and receptacles shown in plan. 7. Preliminary light fixture schedule. 8. One line diagram of specialized electrical systems (fire alarm, intercom, voice/data, etc.) showing location of control equipment/panels and devices. 9. Interior electrical loads estimate for systems furniture, receptacles, lighting, food service equipment, and any other special use areas, etc. vi. Fire Protection 1. Provide flow test information 2. Provide narrative of proposed fire protection system. vii. Sustainability/LEED 1. Provide LEED Score Sheet Itemizing anticipated LEED points and team responsibilities. f. Documents not complying with Subparagraph 3.g. shall be returned to the Architect for correction at no additional charge to the Owner and with no change to the overall Project design schedule. g. The Architect shall provide electronic images (in pdf format) at each phase of the design for use by Augusta Georgia on their website. h. The Architect shall provide in-progress design images, at each phase of the design, mounted on presentation boards for display in the Main Lobby of the existing Municipal Building. 4. Construction Documents Phase. a. Upon written authorization from the Owner to proceed, the Architect shall Attachment number 1Page 25 of 47 26 prepare from the approved Design Development Documents, Working Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project. The Owner will provide the Conditions of the Contract (General and any Supplementary), Advertisement for Bids, Instructions to Bidders, time control specification provisions, and Construction Proposal Forms and Agreement(s) which the Architect shall incorporate into the Construction Documents. b. Construction Documents shall be packaged and be completed in accordance with its schedule. c. Detailed drawings shall cover all work included in the Project or designated portion thereof. It is the responsibility of the Architect to assure that the Project Construction Documents require that no asbestos- containing materials are to be incorporated in the Project. d. A CM at Risk contract for construction is anticipated for the project. e. Specifications shall be prepared using the Construction Specifications Institute division format. Specifications for products, materials and equipment shall be written in full compliance with all relevant laws and building codes. Brand names may be used to specify a particular product to be bid as an equal only in accordance with State law. f. The Architect shall provide a color board with exterior and interior color selection for review, approval and use by the Owner. The approved color board shall be submitted for use by the Owner with the 100% Construction Documents. g. The Architect shall provide the Owner's Representative periodically with copies of in-progress Construction Documents during this phase. Additionally, the Architect shall submit for approval by the Owner a set of preliminary Construction Documents at the stage of 60% completeness along with a written report in an uneditable electronic media. The report shall incorporate the status of the work and a summary of programmed versus actual square footage in a format defined by the Owner by room or area. The documents for this 60% Construction Document submittal shall, at a minimum, satisfy all of the requirements of the Design Development Phase, plus all of the following unless otherwise agreed in writing: i. General 1. Complete index of drawings 2. Vicinity plan 3. Building Code Summary 4. Life safety plans 5. Energy data 6. Accessibility summary 7. U.L. details ii. Civil / Landscaping 1. Copy of the Site Survey 2. Site plan satisfactory for site plan approval Attachment number 1Page 26 of 47 27 3. Site demolition plan 4. Staking plan 5. Erosion control plan 6. Grading plan 7. Site utility plan 8. Storm drainage plan, details and schedule 9. Paving plans and details 10. Landscaping plans and details, plant schedule iii. Architectural 1. Demolition plans (if required) 2. Key plans with final room numbers as approved by Augusta Georgia 3. Critical sections and details identified and drawn 4. Roof plan with all penetrations 5. Kitchen layout and equipment schedule 6. Exterior elevations with control joints located 7. Enlarged toilet room layout with all fixtures and dimensions 8. Toilet room elevations 9. Reflected ceiling plan with all fixtures located and ceiling height identified 10. Bulkhead and lintel details 11. Finish plan and schedule 12. Door and hardware schedule, elevations, and head and jamb details 13. Masonry details 14. Roof details 15. Stair details 16. Elevator sections and details if applicable 17. Furniture layout 18. Casework elevations iv. Structural 1. Demolition plans (if required) 2. Footing plans and details 3. Reinforcing steel plans 4. Structural steel plans v. Plumbing 1. Demolition plan (if required) 2. Fixture schedule 3. Plumbing plans 4. Enlarged toilet room plans 5. Riser diagrams for waste and vent, water, storm drainage, and gas 6. Plumbing site plan 7. Plumbing details vi. Mechanical 1. Demolition plan (if required) 2. Ductwork and piping completely located and sized 3. Complete equipment schedules 4. Mechanical room enlarged plans and sections 5. Schematic control diagrams 6. Mechanical details Attachment number 1Page 27 of 47 28 vii. Electrical 1. Demolition plan (if required) 2. Fixture schedule 3. Electrical site plan 4. Power plan with panels located and identified 5. Lighting plan 6. Complete plans for auxiliary systems including but not limited to, fire alarm, voice/data, intercom, Audio/Video, and security 7. Riser diagrams for all systems 8. Panel schedule viii. Fire Protection 1. Demolition plan (if required) 2. Fire protection plan with location of all hose and valve cabinets identified 3. Preliminary fire protection performance based design. ix. Sustainability/LEED 1. Update LEED Score Sheet. 2. Document LEED point items per USGBC requirements. 3. Incorporate LEED requirements in Construction Documents. h. Documents not complying with Subparagraph 4.g. shall be returned to the Architect for correction at no additional charge to the Owner and with no change to the overall Project design schedule. i. After review and approval of the 60% Construction Documents by the Owner, the Architect shall continue with preparation of final Construction Documents and Bid Documents, including final Specifications for all authorized work on the Project and shall incorporate in those final documents the comments and any modifications and changes desired by the Owner and any modifications required for compliance with all applicable codes, regulations, standards, the approved program, and prior written approvals and instructions of the Owner. The resulting final Construction Document submittal is to be a coordinated package, suitable for bidding distribution. j. The Architect shall participate in such reviews and meetings as are necessary for the project to conform to applicable codes and applicable requirements of responsible agencies and will make any changes to the Construction Documents which are required for issuance of all permits and legal authorizations needed to construct the Project. k. The Architect shall provide necessary information for the CM at Risk to submit all relevant applications for all required building permits within a reasonable time to ensure receipt of final comments in time to issue any required addenda to the Bidding Documents. l. At the completion of the construction documents phase, the Architect shall submit to the Owner a set of 100% complete documents prepared by the Architect for final Construction Documents Phase submittal which shall include the final working drawings and specifications in an uneditable electronic media. Attachment number 1Page 28 of 47 29 m. The Architect shall include as part of his submittal a statement that to the best of his knowledge and belief the documents incorporate the design standards conveyed by the Owner during this phase of design. n. The Architect shall submit with the final Construction Document package, meeting minutes, etc. to show how review comments made in Design Development have been addressed. It should be clear from the notes if the specific item was incorporated into the Construction Document submittal or not (with an explanation). o. The Architect shall provide electronic images (in pdf format) at each phase of the design for use by Augusta Georgia on their website. p. The Architect shall provide in-progress design images, at each phase of the design, mounted on presentation boards for display in the Main Lobby of the existing Municipal Building. 5. Permitting and Bidding/Negotiation Phase. a. After receiving written authorization from the Owner, the Architect shall proceed with the Permitting and Bidding/Negotiation Phase. b. The 2ZQHU¶s Representative shall coordinate the bidding documents distribution. c. The Architect shall provide necessary documents to the CM at Risk to expedite and obtain all necessary permits, licenses and approvals, including paying any associated fees or assessments, required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities, unless otherwise agreed in writing. The Owner shall reimburse the Architect for the actual cost of any fees or assessments paid by the Architect pursuant to this subparagraph. d. The Architect shall prepare such clarifications and addenda to the bidding documents as may be required. The Architect will provide these to the Owner for review prior to issuance to all holders of bid documents. e. The Owner's Representative will schedule and conduct Pre-Bid Conferences with prospective bidders to review the Project requirements. The Architect shall provide knowledgeable representatives, including representatives of its consultants, to participate in these conferences to explain and clarify Bidding Documents. Within five (5) days after the Pre- Bid Conference the Architect shall deliver to the Owner, if needed, a final Addendum. f. The Architect shall assist the Owner's Representative and the Owner in obtaining bids. g. The Architect shall assist the 2ZQHU¶s Representative reviewing the CM at Risk's bid tabulation and recommendation to the Owner concerning the Contract Award. Attachment number 1Page 29 of 47 30 h. Should first bidding or negotiation produce prices in excess of the approved CCAP, the Architect shall participate with the Owner's Representative in such re-bidding, re-negotiation, and re-design, at no additional expense to the Owner pursuant to Article 7.3, as may be necessary to obtain price(s) within the approved CCAP or price(s) acceptable to the Owner. The Owner will make decisions to assist in re- design. All re-design must be approved by the Owner. i. Should the Architect re-design or conduct re-bidding under its responsibilities set out in the preceding paragraph, its Construction Phase and Post Construction Phase services shall be extended to take re- design/re-bid delays into account at no additional expense to the Owner. j. The Architect shall assist the Owner's Representative in the preparation of the Agreement(s) between Owner and Contractor(s) for the Owner's execution. The Owner's Representative will coordinate award(s) and Notice(s) to Proceed for the Owner. 6. Construction Phase. a. The Construction Phase for each portion of the Project will commence with the award of the Construction Contract and will terminate when the Owner makes the Final Completion payment to the CM at Risk or at 3 months from the date of substantial completion, whichever comes first. b. The Architect shall consult with the Owner and participate in all decisions as to the acceptability of subcontractors and other persons and organizations proposed by the CM at Risk for various portions of the work. c. 7KH2ZQHU¶V5HSUHVHQWDWLYHVKDOOUHTXLUHWKH&0DW5LVNWRSUHSDUHD submittal schedule stating when the CM at Risk proposes to provide submittals to the Architect. The Architect will review and together with the CM at Risk agree upon a final submittal schedule. The Architect shall review and approve shop drawings, samples, and other submissions of CM at Risk as well as the Work performed by the CM at Risk for conformance with the design concept of the Project and for compliance with the Contract Documents. The Architect shall prepare one final color board for the use of the Owner and one to be kept on the jobsite containing the Owner approved submittal samples. The review and return of submittals shall be based upon the above submittal schedule, and accomplished by the Architect within fourteen (14) calendar days from date of receipt except when otherwise authorized by the Owner's Representative. d. The Architect shall provide necessary Project drawings, in electronic format, to the electrical or dDWDFRQWUDFWRUIRUFUHDWLRQRIGDWD³DVEXLOW´ submittal and approval drawings, and to the CM at Risk for site layout/staking. e. The Owner's Representative will establish with the Architect procedures Attachment number 1Page 30 of 47 31 to be followed for review and processing of all shop drawings, catalogue submissions, project reports, test reports, maintenance manuals, and other necessary documentation, as well as requests for changes and applications for extensions of time. f. The Architect, without the Owners prior approval, may authorize or direct minor changes in the Work which are consistent with the intent of the Construction Documents and which do not involve a change in Project cost, time for construction, Project scope, aesthetics, visual concepts or approved design elements. Any such minor changes shall be implemented by written field order. Except as provided in this subparagraph, the Architect shall not have authority to direct or authorize FKDQJHVLQWKH:RUNZLWKRXWWKH2ZQHU¶VSULRUZULWWHQDSSURYDOKRZHYHU the Architect shall provide a copy of any written field order to the Owner RU2ZQHU¶V5HSUHVHQWDWLYH g. The Architect shall promptly consult with and advise the Owner concerning, and review, process, and recommend, all change order requests and change orders. h. The Architect shall promptly prepare required drawings, specifications and other supporting data as necessary in connection with minor changes, change order requests and change orders. i. The Architect shall promptly prepare and submit change order proposal requests for the 2ZQHU¶VDSSURYDODQGDFFHSWDQFH7KH$UFKLWHFWVKDOO include the following in any such requests: i. Provide a Description of the Change. ii. Provide an explanation as to why the change is necessary. iii. Provide an explanation as to who requested the change. iv. Provide any and all alternatives that could be done in lieu of the requested change. v. Provide an explanation about what will happen if the change order proposal is not approved. vi. Provide an explanation about the impact of the change on the Project Schedule. vii. Provide a Reason for the Change (ie. Unforeseen Conditions, Owner Requested, Life Safety, Code Requirement, Errors and/or Omissions, or Other (please specify). viii. Each Change Order Request should include the following statement: ³:H KDYH UHYLHZHG WKH &RQWUDFWRU¶V SURposal and we have determined that the cost is fair and reasonable compensation for WKHVFRSHRIZRUNGHVFULEHG´ j. The Architect shall promptly administer and manage all minor changes, change order requests, and change orders on behalf of the Owner. k. Upon request by the Owner, the Architect shall prepare Change Orders in accordance with the Construction Contract Agreement. No change in the Construction Contract, including the price, the work, or the time for completion, may be made without the written consent of the Owner. Attachment number 1Page 31 of 47 32 l. The Architect shall render to the Owner's Representative, in a timely manner so as to not delay the progress of the work, interpretations of requirements of the Contract Documents. The Architect shall make all interpretations consistent with the intent of and reasonably inferable from the Contract Documents. The Architect's decision in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. m. Should errors, omissions or conflicts in the drawings, specifications or other Contract Documents by the Architect be discovered, the Architect will prepare and submit to the Owner's Representative, in a timely manner so as to not delay the progress of the work, such amendments or supplementary documents and provide consultation as may be required, for which the Architect shall make no additional charges to the Owner. n. The Owner's Representative shall be the point of contact for the Owner, except when the Owner shall direct otherwise. All instructions to the Contractor(s) shall be issued by the Architect except when it is directed otherwise by the Owner's Representative. o. The Architect will have access to the Work at all times. All site visits, observations and other activities by the Architect shall be coordinated with the Owner's Representative and written report of such visits made promptly to the Owner's Representative. p. The Architect and its consultants (including, but not limited to, the civil, structural, mechanical and electrical disciplines) shall make such periodic visits to the Project site as may be necessary to familiarize themselves generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. If the Architect observes any work that does not conform to the Contract Documents, the Architect shall immediately make an oral and written report of all such observations to the Owner's Representative. The Architect and its consultants shall not be required to make exhaustive or full-time on-site observations to check the quality or quantity of the Work, but shall make as many observations as may be reasonably required to fulfil their obligations to the Owner. The Architect shall not be responsible for construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work. q. Periodic visits of the Architect shall be not less than bi-monthly. Each applicable engineering discipline DV UHTXLUHG E\ WKH 2ZQHU¶s Representative, shall make periodic visits, during the course of work applicable to its discipline. During critical work phases, each engineering discipline may be required to make periodic visits bi-monthly. The engineering disciplines shall prepare and submit a report on each visit, submitted via the Architect to the Owner's Representative within five (5) working days of the visit. Attachment number 1Page 32 of 47 33 r. The Architect shall render written field reports relating to the periodic visits and observations of the Project within five (5) working days to the Owner's Representative in the form required by the Owner's Representative. s. The Architect shall attend Bi-Monthly construction progress meetings attended by the Owner's Representative and representatives of the Contractor. The Architect shall render written field reports during the construction administration phase, within five (5) working days to all participants in a format acceptable to the Owner's Representative. t. Based upon observations at the site and upon the Contractor's applications for payment, the Architect shall determine the amount owing to the Contractor(s), pursuant to the terms of the Owner/Contractor Agreement, and shall issue Certificates for Payment to the Owner in such amounts. The Architect's signing of a Certificate of Payment shall constitute a representation by the Architect to the Owner, based upon the Architect's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated, that to the best of the Architect's knowledge, information and belief, the quality of the Work appears to be in accordance with the Contract Documents (subject to: an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion; the results of any subsequent tests required by the Contract Documents; minor deviations from the Contract Documents correctable prior to completion; and to any specific qualifications stated in the Certificate for Payment), and that the Contractor is entitled to payment in the amount certified. By signing a Certificate for Payment to the Owner, the Architect shall not be deemed to represent that it has made any examination to ascertain how and for what purpose the Contractor has used the monies paid on account of the Construction Contract Sum. u. If, in accordance with its duty, the Architect advises the Owner's Representative of non-conforming work as stated in subparagraph 6.p., the Architect shall confirm the non-conformance in writing to the Owner's Representative in a timely manner so as to not delay the progress of the work. v. The Architect and the Owner's Representative jointly shall have authority but not the duty to condemn or reject Work on behalf of the Owner when in the Owner's Representative's or the Architect's opinion the Work does not generally conform to the Contract Documents. Whenever in the Owner's Representative's or the Architect's reasonable opinion it is considered necessary or advisable to insure the proper implementation of the intent of the Contract Documents, the Owner's Representative shall have the authority to require special inspection or testing of any Work in accordance with the provisions of the Contract Documents whether or not such Work is fabricated, installed or completed. Neither this authority, nor the decision to exercise or not exercise such authority shall give rise to a duty or responsibility of the Architect for site safety, construction means, methods or techniques, create an express or implied duty or responsibility Attachment number 1Page 33 of 47 34 tRWKH&0DW5LVN6XEFRQWUDFWRU¶VRUPDWHULDODQGHTXLSPHQWVXSSOLHUV w. The CM at Risk shall obtain governing agency occupancy approval if any exceptions arise related to the design or specified materials. 7. Final Completion Of Design Services Phase. a. When the CM at Risk notifies the Architect that the Work is substantially complete DQG SURYLGHV WKH $UFKLWHFW ZLWK WKH &0¶V SXQFK-list, the Architect and its consultants shall review the Work and prepare and submit to the Owner's Representative punch lists of the Work of the Contractor(s) which is not in conformance with the Contract Documents. The Architect shall transmit such punch lists to the Contractor(s). The Owner may request that the Architect review and prepare a punch list on any portion of the Work. b. The Architect shall be available to address CM questions in the original operation of any equipment or system such as initial start-up, testing, adjusting and balancing. c. The Architect and/or its consultants shall observe, review test data, and certify the original operation of any equipment or system such as initial start-up testing, adjusting and balancing to make sure that all equipment and systems are properly installed and functioning in accordance with the design and specifications. d. The Architect shall review and approve the Contractor-furnished maintenance and operating instructions, schedules, guarantees/warranties, bonds, and certificates of inspection as required by the Construction Documents and forward all approved copies to the Owner's Representative for use by the Owner. e. The Architect and its consultants shall conduct at least two (2) comprehensive Final Completion inspections per construction contract at the request of the Owner. If more than one (1) Final Completion inspection is required, through no fault of the Architect, the additional inspection may be deemed additional services. f. The CM at Risk shall provide the Architect drawings, prints, and other data necessary for the accurate preparation of the record drawings. g. Upon correction of the deficiency reports (punch lists), and acceptance of all other close-out submittals and certificates of the Contractor, the Owner's Representative and the Architect shall review and approve the Application for Final Payment and forward it to the Owner for execution. h. The Architect shall prepare a set of reproducible sealed mylar record drawings and digital files, in .DWG format on CD ROM, showing significant changes in the Work made during the construction process, based on marked-up contract drawings, prints, and other data furnished by the Contractor(s) and the applicable Addenda, Clarifications, and Attachment number 1Page 34 of 47 35 Change Orders which occurred during the Project. 8. Architect's Professional Responsibility and Standard of Care. a. By execution of this Agreement, the Architect represents that (a) it is an experienced and duly licensed firm or individual having the ability and skill necessary to perform the Services required of it under this Agreement in connection with the design and construction of a project having the scope and complexity of the Project contemplated herein; (b) it has the capabilities and resources necessary to perform its obligations hereunder; and (c) will become familiar with current laws, rules and regulations which are applicable to the design and construction of the Project (such laws, rules and regulations including, but not limited to, local ordinances, requirements of building codes of city, county, state and federal authorities which are applicable to the Project, local sanitary laws and rules and regulations, and orders and interpretations by governing public authorities of such ordinances, requirements, codes, laws, rules and regulations in effect at the time of commencement of services on the Project), and that drawings, specifications and other documents prepared by the Architect shall be prepared to meet, reflect and incorporate such laws, rules and regulations. b. The Architect hereby represents and agrees that the drawings, specifications and other documents prepared by it pursuant to this Agreement shall be adequate for their intended use, except as to any deficiencies which are due to causes beyond the control of the Architect, and that the Project, if constructed in accordance with the drawings, specifications and other documents, shall be structurally sound and a complete and properly functioning facility in accordance with the terms of this Agreement. Any suggestions, recommendations or review comments E\WKH2ZQHUVKDOOQRWUHGXFHRUGLPLQLVKWKH$UFKLWHFW¶VUHVSRQVLELOLWLHV pursuant to this Agreement. c. The Architect shall be responsible for any errors, inconsistencies or omissions in the drawings, specifications, and other documents. The Architect will correct at no additional cost to the Owner any and all errors and omissions in the drawings, specifications and other documents prepared by the Architect. The Architect further agrees, at no additional cost, to take the lead and render assistance to the Owner in resolving problems relating to the design or specified materials. d. It is the responsibility of the Architect to make certain that, at the time the project is bid, all drawings, specifications and other documents are in accordance with applicable laws, statutes, building codes and regulations and that appropriate reviews and approvals are requested and obtained from federal, state and local governments. e. It shall be the responsibility of the Architect throughout the period of performance under this Agreement to exercise the abilities, skills and care customarily used by Architects of the training and background needed to perform the services required under this Agreement who Attachment number 1Page 35 of 47 36 practice in the Augusta, Georgia area or similar communities. 9. Project Requirements. a. The Architect shall review the Owner provided cost estimates and provide input to the Owner with regards to the design and estimate as to his belief to the best of his knowledge and belief that the project cost is within the CCAP. b. With each Design Phase submittal and each interim, revisionary or subsequent design submittal of the Architect to the Owner, the Architect shall make the following statement in writing: "The drawings, specifications, and other documents submitted herewith, to the best of our knowledge, information and belief, fulfill the Program of Requirements and the work indicated by them may be purchased by the Owner in a construction contract or contracts, the total price of which (CCAP) will not exceed the CCAP and may be constructed, and the above mentioned documents submitted herewith have been prepared in accordance with the Professional Architectural Services Agreement." c. With each Design Phase submittal and each interim, revisionary or subsequent design submittal of the Architect to the Owner and with his certification of the Final Payment to the contractor, the Architect shall make the following statement in writing: "No asbestos-containing building materials have been specified and to the best of my/our knowledge and belief none have been incorporated into this Project." d. Incorporated herein and made a part of this Agreement by reference as Exhibit B is the Program of Requirements which defines the physical and environmental parameters for the Project and establishes the design objectives and criteria. No deviations from the Program of Requirements shall be allowed without written approval for change, in the form of a Design Phase Change Order executed by the Owner and Architect. e. Incorporated herein and made a part of this Agreement by reference as Exhibit C the Schedule for the Project which defines the sequence and timing of the design and construction activities. No deviation from the Schedule shall be allowed without written approval for a change in the Schedule, in the form of a Design Phase Change Order executed by the Owner and Architect. Should the Owner determine that the Architect is behind schedule; the Architect shall expedite and accelerate its efforts, including additional manpower and/or overtime, to maintain the approved design schedule at no additional cost to the Owner. 10. Project Conferences. a. Throughout all phases of the Project, the Architect and its consultants shall meet periodically with the Owner when reasonably requested. Participants shall be as agreed with the Owner. Such meetings shall include: Attachment number 1Page 36 of 47 37 i. Architect Orientation. 1. Pre-design conferences. 2. Pre-design Project Analysis Sessions. 3. Design conferences. 4. Public Presentations ± The Architect shall prepare for and participate in up to six (6) public presentations to the County Commission, at public information meetings, and/or the Owners designated liaison team. 5. Pre-bid conference for the bid package. 6. Preconstruction conference for the bid package. 7. Construction progress meetings. 8. Substantial Completion, Final Completion and completion of warranty period inspections for the construction contract. b. The Architect shall be responsible for scheduling and attending any meetings necessary to properly coordinate the design effort including, without limitation, meetings with governing agencies, code officials and applicable utilities. c. The Architect shall be responsible for preparing accurate and complete minutes of Project Design conferences and distributing same to all participants. The Architect shall prepare and distribute meeting minutes within five (5) working days after each meeting. 11. Not Used. 12. Construction Warranty. a. The Architect and its consultants shall assist the Owner in resolution of warranty issues as may be required to determine responsibility for deficiencies. b. The Architect and its consultants shall conduct an inspection of the project one (1) month prior to any warranty expiration and provide to the Owner a written report specifying any warranty deficiencies which may exist. 13. General Requirements a. The Owner will interview the design and management staff that will be assigned to this project. b. 7KH2ZQHUZLOOUHYLHZWKH$UFKLWHFW¶V&RQVXOWDQWVEHLQJFRQVLGHUHGIRU this project prior to their assignment. Interior Design, Traffic/Parking, Civil Engineer/Landscape, Acoustical/Audio Visual, Food Service, Exterior and Public Lighting, Telecommunications, Graphics/Signage, Security, Structural, Electrical, Plumbing, Fire Protection, and Mechanical costs are LQFOXGHG LQ WKH $UFKLWHFW¶V IHH The results of the Conceptual Study Period may alter this listing of consultants. c. The Architect is to provide the Owner with all final drawings on computer disk. AutoCAD version 2005 or later is preferred, or scanned onto magnetic media that can be accessed by AutoCAD 2005. Attachment number 1Page 37 of 47 38 d. The Architect is to provide the Owner with 11" X 17" prints of the final site plan/grading plan, staking plan, and overall floor plan. e. The Architect is to file and review all plans with the applicable Building Department, Development Department, Augusta Georgia Inspections Divisions, and Fire Marshal, and incorporate all review comments on the plans prior to sending the plans out for bid. f. Periodic field visitations are to be made by all of the $UFKLWHFW¶V Consultants retained for this project during construction to observe the implementation of their specific discipline. The Architect shall prepare and distribute written reports from these visits within two (2) working days after each visit. g. Final punch lists are to be made by each of the $UFKLWHFW¶V&onsultants, as well as the Architect. The Architect shall prepare and distribute written reports within five (5) working days after each inspection. h. The maximum drawing sheet size is to be 30" X 45". 14. Leadership in Energy and Environmental Design (LEED): a. The design and construction of this Project shall integrate building materials and methods that promote environmental quality, economic vitality, and social benefit through the construction and operation of the built environment. The Project goal shall be to meet at a minimum the /(('ŒFHUWLILHGUDWLQJ /(('Œ&HUWLILHGIRUEXLOGLQJVWKDWHDUQEHWZHHQ 26 and 32 of the available points). The intent of the project is to create an environment of a high level of operational efficiency, as well as comfort and support for building tenants and visitors. b. The Architect shall define and develop design requirements for the project that include sustainable planning and design concepts, as defined by the 86*UHHQ%XLOGLQJ&RXQFLO¶V/(('3URJUDPFRYHULQJLWHPVVXFKDV i. Building design analysis and building performance as it relates to energy use, sustainability concepts, and productivity of the interior environment; ii. Energy use effectiveness including natural convection in HVAC, natural lighting and water use / recycling / integration; iii. Development of integrated systems for environmentally responsible architecture. c. The Architect shall develop all necessary documentation for the level of certification sought by the Owner and shall assist with submission to the U.S. Green Building Council. It is understood, however, that LEED certification is a subjective interpretation that depends, in addition to the design elements, on the intended use of the project. Accordingly, the Architect cannot guarantee that the project will achieve a particular LEED FHUWLILFDWLRQDVFHUWDLQUHOHYDQWFULWHULDDUHEH\RQGWKH$UFKLWHFW¶VDELOLW\ to control. Attachment number 1Page 38 of 47 39 d. The LEED-NC Version 2.2 is applicable to this project. e. The Owner shall provide LEED commissioning services for LEED certification. Attachment number 1Page 39 of 47 40 Exhibit B Program of Requirements See Attachment which includes as its origin the revised January 15, 2008 Augusta Trade, Exhibit and Event Center Building Program. Program shall be specifically determined through the Conceptual Study Period. Attachment number 1Page 40 of 47 41 Exhibit C Schedule The Architect agrees to the following schedule for the design of the project. The schedule anticipates the following milestone dates: Milestone Dates Activity Due Date Notice to Proceed October 1, 2008 Conceptual Study Period October 30, 2008 LEED Workshop/Program Verification November 3, 2008 Design Narrative and Final Design Schedule November 20, 2008 Schematic Design Phase ± Notice to Proceed CM at Risk Notice to Proceed December 3, 2008 December 3, 2008 Schematic Design Phase ± Submittal January 19, 2009 Design Development Phase ± Notice to Proceed February 2, 2009 Design Development Phase ± Submittal March 23, 2009 60% Construction Document Phase ± Notice to Proceed April 6, 2009 60% Construction Document Phase ± Submittal May 25, 2009 100% Construction Document Phase ± Notice to Proceed June 15, 2009 100% Construction Document Phase ± Submittal Site Development Package Deep Foundation Package Structural Foundation and Framing Package Building Package(s) Coordinated Dates with CM at Risk Permit Drawing Submittal Coordinated with CM Contractor Proposals Due Coordinated with CM Substantial Completion January 2011 Attachment number 1Page 41 of 47 Attachment number 1Page 42 of 47 43 non-admitted basis are exempt from this requirement provided that the FRQWUDFWRU¶VEURNHUDJHQWFan provide financial data to establish that a market is HTXDOWRRUH[FHHGVWKHILQDQFLDOVWUHQJWKVDVVRFLDWHGZLWKWKH$0%HVW¶VUDWLQJ of A-6 or better. 7. Insurance Company must be licensed to do business by the Georgia Department of Insurance. * See above note regarding Professional Liability 8. Certificates of Insurance, and any subsequent renewals, must reference specific bid/contract by project name and project/bid number. 9. The Architect shall agree to provide complete certified copies of current insurance policy(ies) if requested by the Owner to verify the compliance with these insurance requirements. 10. All insurance coverages required to be provided by the Architect will be primary over any insurance program carried by the Owner. 11. Except for Professional Liability Insurance coverages, Architect shall incorporate a copy of the insurance requirements as herein provided in each and every Consultant with each and every Subconsultant in any tier, and shall require each and every Consultant and Subconsultant of any tier to comply with all such requirements. Architect agrees that if for any reason Consultant and Subconsultant fails to procure and maintain insurance as required, all such required insurance shall be procured and maintained by the Architect at the Architect¶VH[SHQVH 12. 7KH$UFKLWHFWDQGWKHLU&RQVXOWDQW¶VDQG6XEFRQVXOWDQW¶Vshall not commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with and until evidence of such compliance satisfactory to Owner as to form and content has been filed with the city. The Accord Certificate of Insurance or a pre-approved substitute is the required form in all cases where reference is made to a Certificate of Insurance or an approved substitute. 13. The Architect and Owner shall agree to waive all rights of subrogation against the other as well as, its officers, officials, employees, 2ZQHU¶V5HSUHVHQWDWLYHVand volunteers from losses arising from work performed by the Architect. 14. The Architect shall make available to the Owner, through its records or records of their Insurer, information regarding a specific claim SHUWLQHQWWRWKH$UFKLWHFW¶V work for the Owner). Any loss run information available from the Architect or their insurer will be made available to the Owner upon their request. 15. Compliance by the Architect and WKHLU&RQVXOWDQW¶VDQG6XEFRQVXOWDQW¶V with the foregoing requirements as to carrying insurance shall not relieve the Architect DQG WKHLU &RQVXOWDQW¶V DQG 6XEFRQVXOWDQW¶V of their liability provisions of the Contract. 16. The $UFKLWHFWDQGWKHLU&RQVXOWDQW¶VDQG6XEFRQVXOWDQW¶V are to comply with the Occupational Safety and Health Act of 1970, Public Law 91-956, and any other Attachment number 1Page 43 of 47 44 laws that may apply to this Contract. 17. The Architect shall at a minimum apply risk management practices accepted by WKH$UFKLWHFW¶V industry. 18. Evidence of such insurance shall be furnished to the Owner, and the Owner shall receive thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage of any of the policies. Upon notice of such cancellation, non-renewal or reduction, the Architect shall procure substitute insurance so as to assure the Owner that the minimum limits of coverage are maintained continuously throughout the period of this Agreement. 19. The Architect shall deliver to the Owner a Certificate of Insurance for its Professional Liability coverage annually, so long as it is required to maintain such coverage under Article 11.4. 20. The Architect shall maintain in force during the performance of this contract and for six (6) years after final completion of the Project, the Professional Liability insurance coverage referenced above, so long as such insurance is commercially available and reasonably affordable. 21. The Architect shall maintain in force during the performance of this contract and for three (3) years after final completion of the Project, the Comprehensive Commercial General Liability Insurance and the Automobile Liability Insurance. 22. The Owner shall be under no obligation to review any Certificates of Insurance provided by the Architect or to check or verify the Architect's compliance with any or all requirements regarding insurance imposed by the Contract Documents. The Architect is fully liable for the amounts and types of insurance required herein and is not excused should any policy or Certificate of Insurance provided by the Architect not comply with any or all requirements regarding insurance imposed by the Contract Documents. 23. Should the Architect fail to provide and maintain in force any insurance or insurance coverage required by the contract documents or by law, or should a dispute arise between owner and any insurance company of the Architect over policy coverage or Limits of Liability as required herein, the Owner shall be entitled to recover from the Architect all amounts payable, as a matter of law, to Owner, had the required insurance or insurance coverage been in force. Nothing herein shall limit any damages for which the Architect is responsible as a matter of law. 24. The Architect shall deliver to the Owner two (2) original certificates of insurance, VLJQHG E\ WKH ,QVXUHU¶V $XWKRUL]HG 5HSUHVHQWDWLYH ZLWKWKH 3ROLF\ 1XPEHUV clearly identified on the certificates for each Policy. The Policy effective dates should be on or before the date that the contract was signed. Attachment number 1Page 44 of 47 45 Exhibit E Asbestos ± Statement of Declaration ASBESTOS STATEMENT OF DECLARATION Facility This statement is to certify that I have not to the best of my knowledge, information, and belief, specified any asbestos containing materials and/or products in the preparation and/or the construction of the referenced structure. Furthermore, I certify to the best of my knowledge, no asbestos containing materials have been used in the construction of the structure or facility. RESPONSIBLE PARTIES: __________________________________________ Architect Signature Date ___________________________________________ Owner Signature Date Attachment number 1Page 45 of 47 46 Exhibit F Non Collusion Affidavit NON COLLUSION AFFIDAVIT Project: Augusta Trade, Exhibit and Event Center Project #: TEE-1 Services Provided: Professional Architectural Services State of: Georgia County of: I, ______________________________being first duly sworn, deposes and says that he/she is ______________________________of the party making the foregoing Proposal or Bid; that such Proposal or Bid is genuine and not collusive or sham; that said Proposer or Bidder has not colluded, conspired, connived, or agreed, directly or indirectly, with any Proposer or Bidder or person, to put in a sham Proposal or Bid, or that such other person refrain from proposing or bidding, and has not in any manner, directly or indirectly sought by agreement or collusion, or communication or conference, with any person, to fix the Proposal Fee or Bid Price of affiant or any other Proposer or Bidder, or to fix any overhead, profit or cost element of said Proposal Fee or Bid Price, or of that of any other Proposer or Bidder, or to secure any advantage against Augusta Georgia, or any person interested in the proposed Contract; and that all statements in said Proposal or Bid are true; and further, that such Proposer or Bidder has not directly or indirectly submitted this Proposal or Bid, or the contents thereof, or divulged information or data relative thereto to any association or to any member or agent thereof. This __________ day of _____________, 20____. _________________________________ Signature __________________________________ Title __________________________________ Firm Personally before me, the undersigned authority appeared who is known to me to be an official of the firm stated above and after being duly sworn, stated on his or her oath that he or she had read the above statement and that the same is true and correct ___________________________________ Notary Public My Commission Expires (Seal) Attachment number 1Page 46 of 47 47 Exhibit G Construction Contract Attachment number 1Page 47 of 47 TEE Center Architect¶s FEE Scenarios, with Various Total Project Funding Limits. Total Project Budget Construction Budget $UFKLWHFW¶VFee Percentage Architect¶V Fee $20,000,000 $15,000,000 8.9% $1,339,500 $25,000,000 $18,750,000 8.67% $1,625,719 $30,000,000 $22,500,000 8.42% $1,894,500 $40,000,000 $29,900,000 7.9% $2,370,000 Attachment number 2Page 1 of 1 Finance Committee Meeting 9/29/2008 2:00 PM Tamara Perry Department:Clerk of Commission Caption:Presentation by Ms. Tamara Perry regarding the denial of her claim for damages against the City resulting from an incident that occurred on June 9, 2008. (Referred from September 8 Finance Committee) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Attachment number 1Page 1 of 2 Attachment number 1Page 2 of 2 Finance Committee Meeting 9/29/2008 2:00 PM Tuskegee Airmen Department:Clerk of Commission Caption:Consider a request from the Colo'n-Dryden Greater Augusta Chapter of Tuskegee Airmen for city sponsorship through the purchase of tickets for the Annual Tuskegee Airmen Banquet. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Item # 12 Attachment number 1 Page 1 of 2 Item # 12 Attachment number 1 Page 2 of 2 Item # 12 Finance Committee Meeting 9/29/2008 2:00 PM Utilities - Vacuum Valve Exerciser Department:Finance Department, Fleet Mangement Division Caption:Approve the purchase of one portable vacuum/valve exerciser for Utilities Department – Construction & Maintenance Division. Background:The Augusta Utilities Department-Construction and Maintenance Division is responsible for the upkeep of thousands of water control valves is the city and county. Part of their maintenance requirement is to make sure that the valves are opening and closing properly at all times. In order to operate or “exercise” the valves, they must first clean the debris from the valve boxes. Once that is done, they must reach into the valve box with a wrench and manually turn the valve on and off to free up any obstructions. Not only does this require the assistance of a large vacuum truck, but can also require several hours of manual labor for each valve. With the new proposed machine, the unit will first vacuum the valve box and then be attached to exercise the valve stem. This will not only free up the large vacuum truck for more important tasks, but also reduce the valve exercise time considerably. This is an essential piece of equipment for this operation. Analysis:Fleet Management submitted a request for bids through the Procurement Department utilizing the Demand Star electronic bid system which offers nationwide bid coverage. The Procurement Department received quotes back as indicated for Bid Item: 08-123A (tab sheet is attached) ; (1) Vermeer Southeast = $37,800.00 for the new machine and $31,800 for the demo unit, (2) Tone & Associates, Inc = Non-Compliant Bid; (3) E. H. Wachs = Non-Compliant bid Financial Impact:This equipment was included in the Utilities Department 2008 Capital Outlay request and funds are available for the purchase from Vermeer Southeast for $31,800.00. NOTE: The Utilities Department opted to purchase the demo machine ($31,800.00) as it honored the same warranties as the new machine and it had very few hours of use. This will net the Department a savings of $6,000. Alternatives:(1) Approve the request, (2) disapprove the request Recommendation:Approve the request to purchase one portable Vactron vacuum/valve exerciser machine from Vermeer Southeast $31,800. Funds are Available in the Following Accounts: 506-04-3410/54.21110 Cover Memo Item # 13 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Cover Memo Item # 13 2008 FOUR INCH VACUUM ASIST PUMP UTILITIES-CONSTRUCTION- PORTABLE VACUUM/VALVE EXCERCISER -BID OPENING 9/5/08 @ 11:00 Bid 08-123A Vermeer Tone & E. H. Wachs Southeast Associates Inc. (New) Year 2008 Non-Compliant Non-Compliant (New) Make Vermeer Vactron Bid-LSB Forms Bid-LSB Forms (New) Model FM150SGT Incomplete Incomplete Bid Price $37,800.00 $0.00 $0.00 (Demo) Year 2006 Non-Compliant Non-Compliant (Demo) Make Vermeer Vactron Bid-LSB Forms Bid-LSB Forms (Demo) Model FM150SGT Incomplete Incomplete Bid Price $31,800.00 $0.00 $0.00 Delivery Date 10 Days Vendor also did not complete Immigration Item # 13 Finance Committee Meeting 9/29/2008 2:00 PM Vastec/ Protech Joint Venture/AUD Agreement Highway 56 - 24" Water Main Extension Department:Attorney Caption:Motion to approve mutual releases between AUD and Vastech/Protech joint venture to eliminate certain portions of the contract and adjust the funds to be paid on subject project. Background:Protech and Vastec was awarded a contract to perform certain work on the subject project. An agreement was reached between AUD and Protech and Vastec joint venture to eliminate certain portions of the contract and adjust the funds to be paid. The mutual releases which has been approved by AUD and executed by the joint venture needs to be approved by the Commission in order to release the balance of the funds to be used to complete the work eliminated from the contract. Analysis:See background. Financial Impact:N/A Alternatives:Do not approve. Recommendation:Approve. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Cover Memo Item # 14 Attachment number 1 Page 1 of 5 Item # 14 Attachment number 1 Page 2 of 5 Item # 14 Attachment number 1 Page 3 of 5 Item # 14 Attachment number 1 Page 4 of 5 Item # 14 Attachment number 1 Page 5 of 5 Item # 14 Finance Committee Meeting 9/29/2008 2:00 PM Vehicle Maintenance Contract Extension Department:Finance Department, Fleet Management Division Caption:Motion to approve a request for the extension of the existing vehicle maintenance contract for 2009. Background:The current fleet maintenance agreement with First Vehicle Services expires on December 31, 2008. Fleet Management requested guidance from the Finance Committee presenting three courses of action possible for the Commission to pursue, 1) extend the existing contract; 2) send out a new request for proposal; 3) direct maintenance be done “in-house” bringing 50 to 54 employees in under Augusta. The Finance Committee requested that First Vehicle Services provide a cost proposal for the extension of the existing contract. Please see the attachment for a breakout of the proposal. Analysis:The total of the cost proposal for 2009, which includes labor, parts and supplies, other direct costs, and management fees, is $3,794,255.00. The contract cost for 2008 is $3,574,612.00. This is an increase of $219,643.00. The maintenance contract covers over 2300 pieces of equipment & vehicles: 530 automobiles, 403 light trucks, 67 heavy trucks, 37 agriculture tractors (for mowing), 702 pieces of landscaping equipment (including riding mowers), 37 fire machines, 130 trailers of all types and other specialty items. Financial Impact:Funding for fleet maintenance will be included in the 2009 budget as appropriate. Alternatives:1) approve the extension with First Vehicle Services from 1 January 2009 to 31 De3cember 2009; (2) direct a new competitive Request for Proposal (RFP) be published; 3) Direct maintenance be provided from “in-house”. Recommendation:Accept the one year extension proposal Funds are Available in the Following Accounts: Submitted as part of the 2009 budget. REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 15 Administrator. Clerk of Commission Cover Memo Item # 15 Attachment number 1 Page 1 of 1 Item # 15