This Direct Primary Care Membership Program Agreement (“DPC Agreement”), dated _______, (“Effective Date”) is between Pinnacle Advanced Primary Care, LLC, (“Pinnacle”), and the entity listed in the table below (“Employer”). Pinnacle and Employer are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

RECITALS 
 
A. Pinnacle has created and administers the Pinnacle Direct Primary Care Membership Program (“Pinnacle DPC Program” or “Program”) pursuant to which eligible employees, their spouses and dependents become Members by enrolling and having Employer pay the monthly fees associated with the Program as described herein and administered by licensed Pinnacle Providers as listed herein.  
   
B. Pinnacle and Employer are entering into this DPC Agreement for Pinnacle to provide the Pinnacle DPC Program to all benefit-eligible employees and their dependents as described and discussed herein on the terms and conditions set forth herein.  
 
AGREEMENT 
 
Accordingly, the Parties agree as follows: 
 
 
ARTICLE I 
Definitions 
“Pinnacle DPC Program” or “Program” means the Direct Primary Care Membership Program created and administered by Pinnacle, pursuant to which medical services as detailed in Exhibit A are provided to Members by Pinnacle providers in exchange for the payment of monthly membership fees and any other additional fees as described herein. 
 
“Member(s)” means all benefits-eligible employees, their spouses, and/or dependents who enroll in the Pinnacle DPC Program and for whom the requisite monthly fees detailed in Exhibit B are paid by Employer.   
 
1.3 “Primary Care Medical Services” or “Services” means the list of medical services described in Exhibit A that are delivered to Members by Pinnacle Providers. 
 
1.4 “Membership Fees” or “Program Fees” means the fixed monthly membership fee due to Pinnacle every month for each Member who enrolls into the Program. 
 
1.5 “Pinnacle Providers” or “Provider” means a licensed medical practitioner who is contracted with Pinnacle to provide Services to Members. 
 
ARTICLE II 
Services and Eligibility 
 
2.1 Program Services. Under the Program, Pinnacle Providers will make available to Members the Services as described in further detail in Exhibit A and incorporated herein by this reference.  The Program does not provide hospitalization, specialists, emergency room, urgent care or any other medical services.  Pinnacle reserves the right to decline to enroll an eligible employee, spouse, and/or dependent if, in Pinnacle’s sole discretion, it is determined that the individual has health care needs that exceed the Services offered herein. 
   
2.2 Eligibility. The following individuals will be eligible to participate in the Pinnacle DPC Program: 
Employees: all benefits-eligible employees, as that term is defined by Employer 
Spouse: an individual to whom the employee is legally married, including partners of the same gender  
Eligible Dependents: a child including a natural child, stepchild, a legally adopted child or a child for whom the employee or the employee’s spouse is the legal guardian.   
 
Non-Participation in Private Insurance Plans. Employer understands that Pinnacle and its Providers do not participate or contract with any private insurance plans, including, but not limited to, Health Maintenance Organizations (HMOs), Point of Service Plans (POSs), Preferred Provider Organizations (PPOs) and Preferred Provider Networks (PPNs).  Accordingly, Pinnacle will not bill any insurance carriers on Member’s behalf for any Services provided to Member or for any Monthly Membership Fees associated with membership in the Program. Employer is solely responsible for payment of the Membership Fees.  Members are solely responsible for payment of all Services that are not included in the Membership Fee. 
 
ARTICLE III 
Enrollment and Outreach 
 
3.1 Notification of Member Enrollment and Disenrollment. Employer’s human resources department will notify Pinnacle in writing either by email or via Pinnacle’s online enrollment platform within seven days of each Member’s enrollment or disenrollment into the Program.  Membership adjustments will be reflected on the invoice for the month following the month of enrollment or disenrollment. In the event a Member becomes no longer employed and is disenrolled from the Program, that Member and his or her family may continue their membership directly with Pinnacle and paying the monthly membership payments.  If Employer is subject to the mandates of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the fee for continuing membership with be at the price as outlined in Exhibit B for up to the maximum period required under COBRA.  Pinnacle does not offer pro-rated monthly fees.  Accordingly, Employer will be charged the full monthly amount of Membership Fees regardless of whether the Member joins the Program after the first of the month or disenrolls prior to the end of the month. Member benefits will continue through the last day of the month in which the termination or dis-enrollment occurs.  
 
3.2 Pinnacle Outreach.  Pinnacle will make a concerted effort to connect with every Member enrolled in the program by communicating with all enrolled Members via email or phone introducing them to the Program and describing the Services that are available to Members within 30 days of the Program going into effect.  
 
ARTICLE IV 
Compensation, Payment Terms and Method of Payment 
 
4.1  Membership Fees.  The monthly Membership Fee for the Program shall be as listed in the “Schedule of Compensation” attached hereto as Exhibit “B” and incorporated herein by reference.   
 
4.2 Price Adjustment.  After the initial term of this Agreement, Pinnacle may adjust the price by providing Employer with written notice of the price adjustment no later than 90-days prior to the renewal date.  
 
4.3 Billing and Invoicing. Pinnacle will invoice Employer on the first day of each month for the monthly membership amounts referenced in Exhibit B.  Employer agrees to pay Pinnacle the full amount of the invoice via ACH debit or company check by the 15th day of each month for that months Services. Any necessary membership adjustments will be reflected on the following month’s billing. 
 
4.4 Method of Payments. Employer will complete the attached Authorization Agreement for Automatic Debit Payments if selecting the ACH Debit option, attached as Exhibit “C” and incorporated herein by reference, contemporaneously with the execution of this Agreement. If Employer chooses the auto-pay option via ACH Debit, payment will be drawn from the account on file by the 15th day of each month.  If payment will be made by check, a late fee of 1.5% may be added to the monthly membership fee if payment is received after the 30th day of the month. If any monthly membership fee is more than 30-days past due, Members may be denied treatment and will be told that the reason for such denial of treatment is due to nonpayment of Membership Fees.  Members will be given the option of paying all delinquent fees in order to seek treatment unless such treatment is determined, in the sole discretion of Pinnacle, to be emergent and necessary. 
 
ARTICLE V 
Term and Termination 
  
5.1  Term. This Agreement shall begin on the Effective Date and shall continue until the last day of the year followed by successive one-year renewal periods.  If either Party decides not to renew this Agreement, then it must provide the other party with written notice of its intention not to renew at least 90-days prior to the end of the year.   
 
5.2  Termination. In the event a party breaches any of its material obligations or representations under this Agreement, the non-breaching party will have the right to terminate this Agreement by giving the breaching party written notice of intention to terminate.  Termination will become effective automatically and without further notice unless the breaching party cures the breach within 30-days after being given such notice.  
 
5.3 Obligations Upon Termination or Expiration. Upon termination or expiration of this Agreement: 
 
(a) All obligations of Employer that by their terms should survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement; and 
 
(b) All rights, duties and obligations of Pinnacle to Employer that by their terms should survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. 
 
5.4 Change in Law.  If there shall be a change in applicable regulations (or in the application thereof), enactment of a law, or a judicial or administrative interpretation of either, any of which renders this Agreement or the performance thereof illegal, impossible, or commercially impracticable, then the Parties shall use commercially reasonable efforts to amend this Agreement in order to remove or modify the provisions causing such illegality, impossibility, or commercial impracticability. If the Parties are unable to reach agreement on any such amendment, either Party may terminate this Agreement effective as of the earlier of 60 days following the delivery by such Party of written notice of termination or the date of such illegality, impossibility or commercial impossibility. 
 
ARTICLE VI 
General Terms 
6.1 THIS AGREEMENT IS NOT HEALTH INSURANCE.  THIS DIRECT PRIMARY CARE MEMBERSHIP PROGRAM AGREEMENT IS NOT A CONTRACT FOR HEALTH INSURANCE AND DOES NOT MEET THE INDIVIDUAL HEALTH MANDATE UNDER FEDERAL LAW.  FURTHER, THIS AGREEMENT IS NOT GOVERENED BY THE COLORADO DIVISION OF INSURANCE NOR DOES IT PROVIDE FOR HEALTH INSURANCE CONSUMER PROTECTIONS UNDER TITLE 10 OF THE COLORADO REVISED STATUTES. 

6.2 No Insurance Claims. Practice will not bill any insurance carriers or health care plan to which Member may be a subscriber or beneficiary for the Membership Fees or any additional fees associated with the Program Services.  Employer is responsible for payment of the Membership Fees and Members are solely responsible for payment for all Services that are not included in the Membership Fee regardless of whether such Services are reimbursable or payable by Member’s insurance carrier.  Any amounts due for additional fees will be paid by Member at the time the services are rendered.  Members may ask Practice for an invoice for those Services that require an additional fee to be paid so that he or she can submit a claim for reimbursement to Member’s insurance carrier, if he or she believes the Services are reimbursable. 

6.3 No Government Healthcare Program Beneficiaries. Practice and its providers have opted out of participation in all governmental healthcare programs (including, but not limited to Medicare, Medicaid, TRICARE, CHIP, VHA, IHS).  This means that Practice cannot bill any of these government healthcare programs on behalf of Member nor can Member make any attempt to collect reimbursement from any of these programs. Employer is solely responsible for the payment of the monthly Membership Fee and Member is responsible for any and all additional fees associated with the Program Services. Further it is illegal for Health First Colorado recipients to enter into this Membership Agreement for Program Services.  Accordingly, Practice will not accept any Member into the Program who is a beneficiary of Health First Colorado and will immediately terminate Member’s membership if it is later discovered that Member is a beneficiary of Health First Colorado.  Any Member that is a Medicare Part B Beneficiary will need to notify Practice of this fact and will be required to sign the Pinnacle Advanced Primary Care, LLC Medicare Private Contract prior to receiving any services. 

6.4 Cooperation. Employer agrees to work cooperatively with Pinnacle on all matters related to compliance with third-party requirements regarding the provision of the Services, documentation of the Services, billing for the Services, and any other administrative matters related to the Services. 

6.5 HIPAA Compliance. Each of the Parties shall comply with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320d (“HIPAA”) and any current and future regulations promulgated thereunder.   

6.6 ERISA.  Pinnacle is not acting as a plan administrator, sponsor, or fiduciary, as those terms are defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), by providing Employer’s Members with the Program. In the event Employer is required to comply with ERISA, Pinnacle will cooperate with Employer by providing, as requested, Employer with information pertaining to the Program for inclusion in the preparation of plan documents such as the summary plan description, Form 5500 and other ERISA and IRS documents. 
 
6.7 Further Responsibilities of the Parties.  Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement.  Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.  
 
6.8 Assignment. This Agreement cannot be assigned by either Party without the prior written consent of the other party, except that Pinnacle may assign this Agreement to any entity controlling, controlled by, or under common control with Pinnacle or to any entity that has acquired all or substantially all of the business or assets of Pinnacle related to the provision of health services under this Agreement, whether by sale of assets or equity, merger, operation of law, or otherwise, by providing written notice to Employer prior to or promptly following such assignment.  This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.  
 
6.9 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the extent permitted by law. 
 
6.10 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without giving effect to principles of conflicts of law. Each of the Parties irrevocably submits to the exclusive jurisdiction of any federal or state court located in El Paso County, CO, and agrees that all proceedings will be brought only in such courts.    
 
6.11 Waiver of Breach.  The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof. 
  
6.12 Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
 
6.13 Legal Expenses. If any Party brings a legal action to enforce the provisions of this Agreement or otherwise reasonably incurs attorneys’ fees or other legal expenses to enforce this Agreement or to recover damages as a result of the breach or alleged breach of any provision hereof, the substantially prevailing Party in such action or proceedings shall be entitled to recover from the Party that does not substantially prevail all costs and expenses, including but not limited to attorneys’ fees and disbursements, reasonably incurred by the substantially prevailing Party in connection with such action or enforcement. 
 
6.14  Entire Agreement. This Agreement supersedes all prior or contemporaneous understandings, agreements or representations of the Parties and constitutes the entire agreement between the Parties with respect to the subject matter hereof. Both Parties specifically acknowledge that, in entering into and executing this Agreement, they have relied solely upon the representations and agreements contained in this Agreement and no others.  
 
6.15 Notices. Any notice that may be given hereunder shall be in writing and shall be deemed delivered two days after being placed in the U.S. Mail, certified with return receipt requested addressed to the Party as follows:  
 
If to Pinnacle:   Pinnacle Advanced Primary Care, LLC 
Attention: John Dygert, DO/ April Lynch, DO 
 
  
If to Employer:        
Attention:  
 
6.16 Amendments to this Agreement. This Agreement may be amended or superseded only by a written agreement signed by both Parties. Notice of change of address shall be provided in the same manner as any other notice.  
 
6.17 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  
 
6.18 Force Majeure.  Neither Party shall be deemed to have breached this Agreement or be held liable for any failure or delay in the performance of any portion of its obligations under this Agreement, including performance guarantees if applicable, if prevented from doing so by a cause or causes beyond the reasonable control of the Party. Such causes include but are not limited to, acts of God, acts of terrorism, fires; wars, floods, storms, earthquakes, riots, labor disputes or shortages, and governmental laws, ordinances, rules, regulations, or the opinions rendered by any court, whether valid or invalid (“Force Majeure Event”). If either Party is prevented from or delayed in performing any of its obligations under this Agreement by a Force Majeure Event, it will promptly notify the other Party as soon as reasonably practicable (to be confirmed in writing as soon as reasonably practicable) and describe, in reasonable detail, the circumstances constituting the Force Majeure Event and of the obligations, the performance of which are thereby delayed or prevented.  Such Party will continue to use commercially reasonable efforts to recommence performance as soon as reasonably practicable. 

EXHIBIT A 
MONTHLY MEMBERSHIP  
PROGRAM SERVICES 
 
This Membership Agreement is for certain ongoing primary care medical services; IT IS NOT HEALTH INSURANCE nor is it an agreement for concierge medical services.  Patient may need to use the care of specialists, emergency rooms, urgent care centers, or other health care facilities that are outside of the scope of this Membership Agreement. Listed below are the medical services that are included in the Program and whether there is any additional fee due for the particular service. If there is any additional fee to be paid, the payment is due at the time the medical services are rendered.  

SERVICES 
Appointments.  All appointments will be at Practice’s discretion and scheduling.  Practice does not provide walk-in urgent care services.  Practice strives to see Patients in a timely manner during normal business hours, which are M-F 9:00 am to 4:00 p.m. Same-day appointments must be scheduled no later than 1:30 that afternoon and subject to availability.  New Patients and Wellness visits will not be scheduled for same day appointments and must be scheduled at least one week in advance. For Patients with acute issues, Practice will attempt to see Patients within 24-48 hours if medically necessary, excluding weekends.  Outside of normal business hours, Patients may call or text the Practice’s provider every day including holidays and weekends.  Calls or texts will be returned by Provider within 12 hours. In an emergency situation or anything that could possibly be perceived as an emergency situation, Patients should proceed to the nearest emergency room or call 911. In the event Practice’s provider is unavailable either in person or via text or phone, Practice will arrange for another licensed provider to address Patient’s medical needs.  

Ongoing Primary Care and In-Office Procedures.​ While there are no fees for office or virtual visits associated with the Program Services, such as well child checks, sports physicals, weight loss management and acute visits, there are some procedures, medications, vaccinations and injections that require an additional fee to be paid at the time of service. These are detailed below.  The Practice does not perform DOT (Department of Transportation) physicals, disability determinations for insurance, social security, or ADA purposes or Workman’s Compensation visits.   

Vaccinations. While the practice will advise Patients whether certain vaccines are necessary and should be obtained by Patient, the administration of vaccinations are not offered by the Practice at this time.  The Practice will make every effort to assist Patient in obtaining medically necessary vaccinations.  Vaccines for Children (VFC) is a federally funded, nationwide program available in Colorado that provides vaccines at no cost to children who might not otherwise be vaccinated because of inability to pay.  The Colorado Department of Public Health & Environment has a mapper on their website that assists Patients in finding free vaccinations for adults and children.   

Family Planning. Practice will provide advice and consult on family planning issues. Practice does not provide birth control pills but will provide Patient with a prescription that can be filled at any pharmacy. For Patients who choose to use Long-Acting reversible contraception (“LARC”) such as IUDs and Nexplanon devices, Practice will place these devices in Patient for an additional fee of $50.00 but will not cover the cost of the IUD or Nexplanon device.  Practice will provide Patient with a prescription to obtain the IUD or Nexplanon device at Patient’s own cost.  Once the prescription is paid for by the Patient and filled, the LARC be sent directly to Practice’s office. Once received, Practice will notify Patient of this fact and then schedule an appointment for Patient to come in for placement.  Practice will assist eligible Patients to apply for patient assistance programs to offset the cost of LARC devices.  Patients with insurance will need to inquire of their insurance company to see if their benefits include LACR.

Labs. Most laboratory draws are performed on-site and sent to outside laboratories, such as LabCorp or Quest diagnostics.  These outside laboratory testing services, which are ordered in the most economical manner possible, are not included in the Monthly Membership Fee (“MMF”) and Patient will be responsible for paying the lab fees.  If the cost of the lab is covered by insurance, Patient may be able to have his or her insurance billed directly for the cost of the labs. 

Medications. Medications​ will be ordered in the most cost-effective manner possible for Patient. Medications dispensed in the office are not included in the MMF and the cost will be due at the time they are dispensed. Patient’s membership in the Program does N​OT guarantee medications will be prescribed or that certain medications will be provided to Patient; the Provider will do what is medically appropriate for the Patient in determining whether to prescribe medication.  

Pathology. Pathology​ examinations for procedures such as pap smears and skin biopsies are not included in the MMF and will be ordered in the most economical manner possible. Patient will either be billed for these services by the outside pathology lab or will be billed by the Practice at the time the tissue sample is taken.  

EXHIBIT “B” 
SCHEDULE OF COMPENSATION 
 
In exchange for the provision of the Program Services as described in Exhibit “A”, Employer will pay Pinnacle the Program Service fees outlined below each month for every Member that is enrolled, individually or with spouse and/or dependents, in the Pinnacle Direct Primary Care Membership Program:  
 

Member Only - $68
Member+Spouse - $130
Member+Child(ren) - $130
Member+Family - $175

*Children ages 0-17