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C. Termination by Florida Blue <br /> We may terminate this Agreement or refuse to renew for the following reasons: <br /> 1. Failure to Pay Premiums. You do not pay Premiums in accordance with its terms or we have <br /> not received timely Premium payments prior to the end of the Grace Period. Termination of this <br /> Agreement for failure to pay premiums shall be effective as of the end of the Grace Period. In the <br /> event of such termination, you are obligated to pay the following: <br /> a. Any portion of the Premium due for coverage provided by us prior to termination; and <br /> b. Any amounts otherwise due us. <br /> 2. Fraud or Intentional Misrepresentation of Material Fact. You perform an act, or engage in <br /> any practice,that constitutes fraud or make an intentional misrepresentation of material fact. <br /> 3. Group Contribution and Participation and CMS Rules. You do not comply with: (1) a <br /> material provision which relates to rules for Group contributions or Covered Person <br /> participation; or (2) any provision in this Agreement which relates to LIS or other CMS <br /> Requirements. <br /> 4. Service Area. There is no longer any Covered Person who lives, resides, or works in the Service <br /> Area. <br /> 5. Termination or Non-renewal of the CMS Contract. We will provide you with at least ninety <br /> (90) calendar days' notice upon termination or non-renewal of our contract with CMS. <br /> Except as specifically provided in this Subsection 4.C, if we decide to terminate or not renew the <br /> Agreement based on one or more of the circumstances mentioned above, we will give you at least forty- <br /> five (45)calendar days advance written notice. <br /> D. Notification of Termination to Covered Retirees <br /> It is your obligation to immediately notify each Covered Person of any such termination of this <br /> Agreement for any reason, consistent with the requirements of Section 3 of this Agreement. <br /> E. Representations Made By,and Obligations of,the Group <br /> In agreeing to provide coverage in accordance with the terms of this Agreement, we rely on the <br /> representations you made when you applied for coverage with us and your representation that you have <br /> authority to act on behalf of all Covered Persons with respect to this Agreement. Consequently, every <br /> act by, agreement with, or notice given to, you will be binding on all Covered Persons. You agree that <br /> you shall offer to all Eligible Retirees the opportunity to become a Covered Person under this <br /> Agreement. You agree that, if requested by us, you will distribute the Evidence of Coverage and other <br /> coverage materials to Covered Persons. <br /> 5 <br />