Amendments only in writing

any amendments required by law, regulation or order (“Law”) or by Claim Administrator or the Association may be implemented by Claim Administrator upon sixty (60) calendar days’ prior notice to Employer

Recorded reference: Page 12

Published rationale. Section 6.4 on page 12 opens by requiring mutual written agreement, then immediately allows amendments required by Law or by the Claim Administrator or the Association to be implemented on sixty days notice, with the Employer's only recourse an objection within thirty days followed by negotiation and dispute resolution. Economic terms can also move by notice elsewhere: Exhibit 2 Section 3.3 on page 22 lets the Claim Administrator change service charges on enrollment swings of ten percent, benefit variances, government cost increases or outdated projections; Exhibit 5 Section 1.3 on page 32 and Section 4.9 on page 40 deem the Employer to have approved modified PMPM payments and Inter-Plan fees if it does not respond; and Exhibit 7 Section 7(b) on page 45 converts AWP pricing to a benchmark chosen by Prime with deemed approval. The model bars any change to economic terms by notice or updated exhibit. This text permits several, so bad.

any amendments required by law, regulation or order (“Law”) or by Claim Administrator or the Association may be implemented by Claim Administrator upon sixty (60) calendar days’ prior notice to Employer

Recorded reference: Page 12

Published rationale. On Page 12, Section 6.4 states that while amendments generally require mutual written agreement, amendments required by law or by the Claim Administrator or the Blue Cross and Blue Shield Association may be implemented unilaterally by the Claim Administrator upon 60 days advance notice. If the Employer objects, the parties negotiate, but unresolved disputes must proceed to mandatory dispute resolution rather than invalidating the change. This unilateral amendment mechanism departs significantly from the model requirement of bilateral signed amendments.

Notwithstanding the foregoing, any amendments required by law, regulation or order (“Law”) or by Claim Administrator or the Association may be implemented by Claim Administrator upon sixty (60) calendar days’ prior notice to Employer

Recorded reference: Page 12

Published rationale. Page 12 starts with mutual written amendment but then expressly allows amendments required by the administrator or the Association on notice, with objection leading to negotiation and dispute resolution rather than a sponsor-signature condition. Page 22 separately allows service charge changes upon several triggers, including projection and enrollment changes. Page 40 deems employer approval of changed inter-plan fees if it does not respond or terminate, and page 45 allows automatic AWP-related adjustment and an alternative benchmark designated by Prime. These carveouts defeat the model rule that no economic amendment takes effect without both parties' signatures. The visible unilateral and deemed-approval powers are sufficient for bad, irrespective of missing rate details.

Notwithstanding the foregoing, any amendments required by law, regulation or order (“Law”) or by Claim Administrator or the Association may be implemented by Claim Administrator upon sixty (60) calendar days’ prior notice to Employer

Recorded reference: Page 12

Published rationale. Page 12 says the agreement may be amended only by mutual written agreement. The next sentence takes back the protection the model contract requires. Amendments required by law, or by Claim Administrator or the Association, may be implemented on sixty calendar days notice, or sooner if law requires it. If the Employer objects within thirty days, the parties negotiate, and if they cannot agree either party may go to dispute resolution. That is not a signature requirement. Economic terms also move without a joint signature. Page 22 lets Claim Administrator change service charges at the end of the fee schedule period on sixty days notice, and on other dates if benefits, government costs, enrollment mix, projections, or affiliates change. Page 32 says modifications to expected alternative provider payments are deemed approved after notice and become part of the agreement. Page 45 says an average wholesale price replacement benchmark chosen by Prime is deemed approved unless the Employer terminates the exhibit. The model contract says no amendment is effective unless signed by both parties, and economic terms cannot change by notice or an updated exhibit. This draft allows notice amendments and deemed approval of pricing changes. That is bad.

any amendments required by law, regulation or order ("Law") or by Claim Administrator or the Association may be implemented by Claim Administrator upon sixty (60) calendar days' prior notice

Recorded reference: Page 12

Published rationale. The model term requires every amendment to be signed by both parties, with no changes by notice, portal update or revised exhibit. The baseline in section 6.4 on page 12 does say the agreement may be amended only by mutual written agreement, but the very next sentence guts it: amendments required by law or by the Claim Administrator or the Association may be implemented unilaterally on 60 days notice, with objection routed only to negotiation and dispute resolution. Section 3.3 of Exhibit 2 on page 22 lets the Claim Administrator change service charges on stated triggers. Page 40 lets Inter-Plan fees change on 30 days notice with the Employer deemed to approve if it does not terminate. Page 45 converts AWP pricing to a new benchmark automatically if Medi-Span changes. Economic terms can in practice be rewritten by notice, so the draft permits the harm.