ARROWHEAD PROCARE MEMBERSHIP

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1 ARROWHEAD PROCARE MEMBERSHIP AGREEMENT WHEREAS. [political subdivision] desires to provide group health and hospitalization insurance benefits [and/or group dental insurance benefits, and/or group life insurance benefits) to its officers, employees, retirees, and eligible dependents; WHEREAS, [political subdivision] desires to join Arrowhead Procare for the purpose of acquiring group health and hospitalization insurance (and/or group dental insurance, and/or group life insurance] for the benefit of its officers. employees, retirees, and eligible dependents WHEREAS, Arrowhead Procare was created and exists for the purpose of providing and administering group insurance programs, specifically, health and hospitalization insurance, dental insurance. and life insurance for its Members. which have pooled together in this organization known as Arrowhead Procare in order to effectuate cost savings, by economies of scale, in providing insurance benefits for Members' officers, employees, retirees, and eligible dependents; WHEREAS, Arrowhead Procare provides group health and hospitalization insurance and group dental insurance through self-insurance pools which are funded by the premium payments made by the Member units and their officers, employees, retirees, and eligible dependents. Arrowhead Procare purchases group life insurance from a third-party provider; WHEREAS, Arrowhead Procare has accepted [political subdivision] for membership in Arrowhead Procare and, at [political subdivision's] choosing, for participation in all of the insurance programs offered by Arrowhead Procare. NOW, THEREFORE, Arrowhead Procare and [political subdivision] hereby agree as follows: Article I: laws Incorporated Herein by Reference Section l : The Arrowhead Procare laws, as amended, are incorporated herein and made a part of this Membership Agreement as attached Exhibit "A", and [political subdivision] (hereinafter referred to as the "Member") agrees that it will abide by all of the conditions and requirements of membership as set forth in the laws. entering into this Agreement, Member hereby consents and agrees that the attached laws are the new laws for Arrowhead Procare.

2 Article II: Duration Section 1 : This Agreement shall have duration of three years. Member agrees to obtain and purchase all of its group health and hospitalization insurance [and/or group dental insurance and/or group life insurance] from Arrowhead Procare for the next three years from the date of this Agreement. Article III: Selection of Insurance Coverages/Benefit Plans Section l -- Health/Hospitalization Insurance: Member agrees and elects to purchase and acquire group health and hospitalization insurance from Arrowhead Procare for the entire three year term of this Agreement, and Member selects the following coverage/benefit plan: [name of coverage/benefit plan/option]. During the term of this Agreement, Member will be allowed to change coverage/benefit plans, but only on an annual basis. Member must provide written notice (on a form prescribed by the Arrowhead Procare Board of Directors) of Member's desire to change coverage/benefit plans. The written notice must be provided to the Arrowhead Procare Board of Directors no less than 60 calendar days prior to the beginning of the next plan year, and the change in coverage/benefit plans will be effective the first month of the next plan year. The premium rates that will be charged to Member for its participation in the [name of coverage/benefit plan/option] for the first year of this Agreement are set forth in the premium schedule attached hereto and incorporated herein as Exhibit "B". For the second and third year of this Agreement, the premium rates for the [name of coverage/benefit plan/option] may increase or decrease at the complete discretion of the Arrowhead Procare Board of Directors, pursuant to Article IV, Section 10(f) and Article X of the Arrowhead Procare laws. If, in the second and/or third year of this Agreement, Member chooses a different coverage/benefit plan/option, then the premium rates for participation in the coverage/benefit plan selected will be the rates established by the Board of Directors for that particular coverage/benefit plan/option effective on the first month of the next plan year in which Member participates in that particular coverage/benefit plan/option. Section 2 -- Dental Insurance: Member agrees and elects to purchase and acquire group dental insurance from Arrowhead Procare for the entire three year term of this Agreement, and Member selects the following coverage/benefit plan: [name of coverage/benefit plan/option]. During the term of this Agreement, Member will be allowed to change coverage/benefit plans/options, but only on an annual basis. Member must provide written notice (on a form prescribed by the Arrowhead Procare Board of Directors) of Member's desire to change coverage/benefit plans/option. The written notice must be provided to the Arrowhead Procare Board of Directors no less than 60 calendar days prior to the beginning of the next plan year, and the change in coverage/benefit plans/option will be effective on the first month of the next plan year. The premium rates that will be charged to Member for -2-

3 its participation in the [name of coverage/benefit plan/option] for the first year of this Agreement are set forth in the premium schedule attached hereto and incorporated herein as Exhibit C. For the second and third year of this Agreement. the premium rates for the [name of coverage/benefit plan/option] may increase or decrease at the complete discretion of the Arrowhead Procare Board of Directors, pursuant to Article IV, Section 10(f) and Article X of the Arrowhead Procare laws. If, in the second and/or third year of this Agreement, Member chooses a different coverage/benefit plan/option, then the premium rates for participation in the coverage/benefit plan/option selected will be the rates established by the Board of Directors for that particular coverage/benefit plan/option effective on the first month of the next plan year in which Member participates in that particular coverage/benefit plan/option. Section 3 - Life Insurance: Member agrees and elects to purchase and acquire group life insurance from Arrowhead Procare for the entire three year term of this Agreement, and Member selects the following coverage/benefit plan: [name of coverage/benefit plan/option]. During the term of this Agreement, Member will be allowed to change coverage/benefit plans/options, but only on an annual basis. Member must provide written notice (on a form prescribed by the Arrowhead Procare Board of Directors) of Member's desire to change coverage/benefit plans/option. The written notice must be provided to the Arrowhead Procare Board of Directors no less than 60 calendar days prior to the beginning of the next plan year, and the change in coverage/benefit plans/option will be effective on the first month of the next plan year. The premium rates that will be charged to Member for its participation in the [name of coverage/benefit plan/option] for the first year of this Agreement are set forth in the premium schedule attached hereto and incorporated herein as Exhibit 1 'D". For the second and third year of this Agreement, the premium rates for the [name of coverage/benefit plan/option] may increase or decrease. If, in the second and/or third year of this Agreement, Member chooses a different coverage/benefit plan/option, then the premium rates for participation in the coverage/benefit plan/option selected will be the rates in effect for that particular coverage/benefit plan/option in the first month of the next plan year in which Member participates in that particular coverage/benefit plan/option. Article IV: Withdrawal of Membership/Reinstatement Section 1 -- Withdrawing From Arrowhead Procare: Member cannot withdraw from Arrowhead Procare during the term of this Agreement If Member intends to withdraw from Arrowhead Procare when this Agreement expires, then, at least 60 days prior to the date that this Agreement will expire, Member must provide the Arrowhead Procare Board of Directors with written notice of Member's -3-

4 intent to withdraw. If Member fails to provide the required 60 days notice, then this Agreement will automatically be renewed for an additional one year term, and shall continue to be automatically renewed annually until such time that the requisite 60 day notice is given. Section 2 -- Reinstatement of Membership: If Member has withdrawn from Arrowhead Procare at the expiration of this Agreement, and then, subsequently, Member requests reinstatement, the following procedures shall govern: (a) Member must submit, to the Board of Directors, a written request for reinstatement, (b) The Board of Directors shall have complete authority and discretion (with advice and guidance from Arrowhead Procare s service company) over the decision of whether or not to allow the Member to be reinstated; (c) If the Member is reinstated, the Member shall be required to enter into a new Membership Agreement with a minimum term of three years. Article V: Premium and Dues Payments Section 1 - Premium Payments Member agrees to pay, in a timely fashion and by the method prescribed herein, all premiums for Member's participation in the insurance programs and coverages selected by the Member. Any premium cost-sharing arrangements or agreements that may exist between Member and its employees, officers, retirees, and/or eligible dependents shall be administered by the Member internally, and Member itself shall be solely responsible for remitting timely premium payments to Arrowhead Procare for Member's participation in the insurance programs and coverages selected by the Member. Member is required to remit its premium payments to Arrowhead Procare or designee by way of electronic transfer. Section 2 - Dues Payments: Member agrees to pay, in a timely fashion, all dues levied or assessed against the Member by the Arrowhead Procare Board of Directors, pursuant to Article IV, Section 10(h) and Article XII of the Arrowhead Procare laws. Section 3 - Failure to Pay Premiums or Dues: Member shall be subject to immediate expulsion from Arrowhead Procare for failure to pay premiums or dues in a timely fashion. -4-

5 Article VI: General Provisions Section 1 - Non-Assignability: Neither party shall have the right to assign any rights or obligations under this Agreement. Section 2 - Severability: If any provision, paragraph, or subparagraph of this Agreement is adjudged by any court to be void or unenforceable in whole or in this adjudication shall not affect the validity of the remainder of the Agreement, including any other provision, paragraph, or subparagraph. Each provision, paragraph, and subparagraph of this Agreement is separable from every other provision, paragraph, and subparagraph, and constitutes a separate and distinct covenant Section 3 - Complete Understanding This instrument? and the documents referenced and incorporated herein, constitute the entire agreement between the parties. Section 4 - Modification: No alteration or modification to any of the provisions of this Agreement shall be valid unless made in writing and signed by both parties. Section 5 - Headings: The headings in this Agreement have been inserted for convenience only and are not to be considered when construing any of its provisions. Section 6 - Governing Law: This Agreement shall be subject to and governed by the Laws of the State of Minnesota. ARROWHEAD PROCARE President Secretary (POLITICAL SUBDIVISION) Is -5-

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