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PLAN AGREEMENT This Plan Agreement (this "Agreement") is made effective as of February 1, 2021 (the "Effective Date") by and between Employer Direct Healthcare, LLC, a Delaware limited liability company with its principal place of business located at 2100 Ross Avenue, Suite 550, Dallas, Texas 75201 ("EDH") and the City of Sebring, a Florida municipal corporation, with its principal place of business located at 368 South Commerce Avenue, Sebring, Florida 33870 ("Sponsor"). EDH and Sponsor are referred to collectively as the "Parties" and individually as a "Party." RECITALS EDH has a contracted network of physicians, hospitals, and other healthcare providers and facilities which provide non -emergent, planned surgical and medical procedures according to rates and terms negotiated by EDH. EDH's contracted network of providers is made available to individuals through self-funded health benefit plans that incorporate EDH's network offering. III. As part of EDH's network offering, EDH assists the individuals electing to utilize EDH's network with administrative, settlement, case management, and travel and logistics services relating to the individuals' medical procedures. IV. Sponsor has established a self-funded health benefit plan for the benefit of Sponsor's employees, employees' dependents, and retirees. V. Sponsor wishes to engage EDH so that EDH's network offering may be incorporated into Sponsor's health benefit plan and made available to the eligible participants enrolled in such plan. follows: Accordingly, in consideration of the promises and mutual covenants contained herein, the Parties agree as ARTICLE 1. DEFINITIONS Except as otherwise specifically indicated, the following terms shall have the following meanings in this Agreement (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 1.1 "Accompanying Person" means an individual utilizing Travel Services other than a Participant. 1.2 "Case Rate" means the pre -determined charge for an Episode of Care which includes the total of all technical, professional, facility, and other medical services billed by Providers and associated with a Diagnosis Case Code. 1.3 "Convenience Item" means a service, supply, or otherwise which is not considered necessary for a Participant's medical care, "Convenience Items" may include, without limitation, telephone use, premium television access, and guest meals. A Participant shall have sole financial responsibility for any Convenience Item. 1.4 "Diagnosis Case Code" means the code, determined by a Provider, identifying the anticipated Episode of Care for a Participant. In the case of an inpatient procedure, the ,"Diagnosis Case Code" will be the Medicare: Severity Diagnosis Related Group ("MS -DRG") and/or the Current Procedural Terminology Codes ("CPT Codes") associated with the procedure which may be further modified to identify the specific care protocol. 1.5 "Episode of Care" means the collective services rendered by any Provider and/or any Provider's professional and medical staff relating to a Diagnosis Case Code. An "Episode of Care" begins on the day a Participant first. receives services from a Provider related to such Diagnosis Case Code and ends when the Participant is discharged from the hospital or other healthcare facility to return or travel home. Services provided and expenses -1- 52