Adopted: March 7, 2003
Amended: June 28, 2023 October 30, 2025
MEMORANDUM OF UNDERSTANDING
PRISMHEALTH PROGRAM
This Memorandum of Understanding (hereinafter “Memorandum”) is entered into by and between Public Risk Innovation, Solutions, and Management (hereafter “PRISM”) and the participating entities (hereafter “Members”) that are signatories to this Memorandum.
1. 1. C
REATION OF THE PROGRAM. There is hereby created by this Memorandum the PRISMHealth Program (hereafter “Program”).
2. 2. J
OINT POWERS AGREEMENT. Except as otherwise provided herein, all terms used shall be as defined in Article 1 of the Joint Powers Agreement Creating PRISM (hereafter “Agreement”), and all other provisions of the Agreement not in conflict with this Memorandum shall be applicable.
3. 3. P
URPOSE. The Program is formed for the purpose of providing Members with cost-effective health insurance coverage for their eligible employees, retirees, and their dependents. Each member Member maintains their its own benefits coverage programs, while participating in a pooled premium cost sharing arrangement.
4. 4. P
ROGRAM COMMITTEE. There is hereby est ablished a PRISMHealth Committee (hereinafter referred to as “Committee”) comprised of seven (7) membersMembers. Except as otherwise provi ded herein, said Committee shall have full authority to determine all matters affecting the Program and its Members, including, but not limited to, approval of new membersMembers, annual renewals, program Program policies, and services.
The Executive Committee of PR ISM shall appoint the Committee membersMembers, to be selected from Members in the Program. One seat on the Committee shall be designated for a Public Entity representative appointed by the Executive Committee. If there are no Public Enti ty nominations from the Program membership for the Public Enti ty seat, the Executive Committee shall appoint the Committee member from counties participating in the Program.
If at any time there are less than seven (7) Members in the Program, then the number of members Members on the Committee shall equal the number of Members in the Program. Upon the Program having seven (7) or more membersMembers, the Committee membership shall be established as provided for herein.
The terms of the members Members of the Committee shall be for two (2) years., except for the Public Entity representativ e, whose term shall be for one (1) year.
The expiration dates of the two (2) year appointments shall be staggered, so that terms of no more than four (4) members Members will expire at any one time. The 15 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: June 28, 2023 October 30, 2025
2 Committee will annually, at its first meeting of the calendar year, select its officers, consisting of a Chair and Vice-Chair.
The Committee, when necessary to fulfill the purposes of this Memorandum, shall meet at the call of the C hair of the Committee as prov ided in Article 12 of the Agreement and Article VI of the Bylaws of PRISM (hereinafter referred to as the “Bylaws”).
A majority of the members Members of the Committee shall constitute a quorum for the transaction of busine ss. Except as otherwise pr ovided herein, all actions of the Committee shall require the affirmative vote of a majority of the members Members of the Committee.
Except as otherwise provided herein, t he Committee shall be authorized to do such acts as are reasonably necessary to furt her the purposes of this agreement and implement its provisions.
Any meeting of the Committee shall be s ubject to the applicable provisions of Government Code §54950 et seq., commonly known as the “Brown Act.”
5. 5. P
REMIUMS. The participating membersMembers, in accordance with the provisions of Article 14 of the Agreement, shall be assessed charged an annual premium, payable in equal monthly installments, to fund for the purpose of funding the PRISMHealth Program. The annual pooled premium is established for each volume represents the total premium volume required for the renewal year based on underwriting and actuarial anal ysis approved by the Committee. for which it is approved. The pool renews as a whole, bas ed on the review and analysis conducted by the program Program underwriting consultants and aActuary. The annual pool premium is then allocated to all program Program members Members based on their Claims Performa nce Risk Adjustment (CPRA) , as outlined in the most recently approved PRISMHealth Underwriting Guidelines. The CPRA is the Committee- approved underwriting methodology used to determine each Program Member’s unique premium share of the entire pooled premium renewal using their Member -specific loss ratio, loss ratio variance when compared to the entire pool, and member Member size.
Annual Member - specific pool renewals are approved by the Committee and considered final. Upon approval, no adjustments to the pool renewal or member Member-specific renewals are allowed without the approval of the Committee.
Members are required to remit mont hly premiums based upon the rates established by Underwriting the Program Underwriters for their coverage plans.
Member premium rates vary depending upon factors including, but not limited to, demographic characteristics, claims experience, plan design and elective services, if any.
16 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: June 28, 2023 October 30, 2025
3 Billing and eligibility det erminations will be done by Third Party the pProgram Benefits Administrator(s) selected by the Committee. Program members Members are responsible for maintaining and , reviewing, and auditing the data they enter into the Benefits Administration systems platforms. provided by the programthe Third Party Administrators/Benefits Administration vendors..
Monthly premium invoices are sent by the program Third Party Administrators/Benefit Administration vendors to the program members Member prior to the coverage month in which they are due. Premium invoices are due upon receipt and considered delinquent thirty (30) calendar days from the effective date of the coverage month. It is a program Program requirement that all Members pay all premium invoices are paid as billed , without regardless of any changes to eligibility or adjustments to premiums that may occur during the billing month and not reflected on the premium invoice. ; N no offset or deduction to the premium amount by Members is permitted . Any Aadjustments made to eligibility or premiums will be reflected on the following month’s premium invoices as a retroactive charge or credit.
Billing dates and payment due dates are based on the program Program claims funding requirements and the program Program coverage carriers. Any late Late fees and/or penalties will be are set by the Committee or the PRISM Board of Directors, and any requests for reconsideration regarding the assessment of a late fee or penalty will be heard by the Board Executive Committee . All member Member entities will receive separate notific ation of any changes in due dates and/or penalty fees at least thirty (30) days prior to effective date of change.
6. 6. A
SSESSMENTS AND DIVIDENDS. The Program annual premium, as approved by the Committee, will be established at a level which will is anticipated to provide adequate overall funding . without the requirem ent for adjustment The Program will directly manage surpluses and deficits. Premiums are targeted to fund expected claims (including incurred -but-not-reported (IBNR) and run -out), reinsurance (if any), p Program/administrative expen ses, and any reserve or margin adopted by the Committee.
If Program funds are insufficient (including to fund IBNR), the Committee may impose premium assessments on all partici pating Members, consistent with the JPA. Members that have withdrawn from the Program are liable for assessments attributable to plan year(s) in which they participated.
After appropriate reserves and obligations are funded and any Committee-approved margin is achieved, the Committee may declare a dividend or premium credit, using a formula recommended by the Program Underwriters and Actuary. This is due to the contractual relationship between PRISM and Self Insured Schools of California (SISC), in which, the Program is a participating 17 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: June 28, 2023 October 30, 2025
4 member of the SISC III Medical Insurance Pool. SISC, as the primary pool sponsor retains all risk sharing deficit and equity as defined in the contract. If PRISMHealth were to withdraw participat ion in the SISC III pool, SISC would conduct a final accounting of the PRISMHealth equity position. Any equity owed to PRISM would be promptly paid to PRISM. If the final accounting resulted in a deficit, PRISM would promptly pay the deficit to SISC. Change to the contractual relationship between PRISM and SISC can only be done with the approval of the PRISM Executive Committee, at the recommendation of the Committee.
6.7. 7. PERIOD OF COMMITMENT. Any entity wishing to become a Member of the Program shall be required to agree to a commitment to remain in the Program for a period of three (3) years.
7.8. 8. APPLICATION TO THE PROGRAM. Any California Public Entity that is a member Member of PRISM JPA can become a member Member of the PRISMHealth Program by completing an application for coverage. New members Members must be approved by the Committee in a manner prescribed by them and outlined in the PRISMHealth Underwriting Guidelines , and must execute the PRISMHealth MOU.
8.9. 9. B
ENEFITS. Benefits provided to Members’ employees shall be as set forth in the Members’ Plan Summary and as agreed upon between the Member and its recognized employee organizations as applicable.
9.10. C
OVERAGE CARRIERS AND COVERAGE DOCUMENTS. The Committee will select the coverage carriers who will provide insur ance coverage under t he Program. The Program coverage carriers shall issue Members Benefit Plan Summaries outlining the coverage provided, including terms and conditions of coverage. Except as otherwise provided herein, coverage documents govern benefit terms (eligibility definitions, covered services, appeals, et c.); this Memorandum governs Program administration and Member obligations. coverage documents are controlling with respect to the Program.
11. E LIGIBILITY, ENROLLMENT & SYSTEM OF RECORD. Eligibility and enrollment are administered through Program -designated benefits administration system(s), which constitute the system of record for Program purposes. A Member wishing to use a non -Program HRIS platform must exec ute PRISM’s HRIS Integration Agreement (or successor) and comply with the Member Acknowledgment. If there is any conflict between data in a Mem ber’s external system and the system of record, the system of record controls.
10.12. CLAIMS ADMINISTRATION. The Program Carriers provi de claims adjudication, appeals/grievances, coordination of benefits, subrogation, overpayment recovery, and standard reporting in accordance with applicable law and coverage documents. PRISM (or its designee) ma y audit claims and requires reasonable 18 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: June 28, 2023 October 30, 2025
5 access to de- identified claims/utilization dat a for Program administration, underwriting, and compliance. The Program cCoverage carriers will provide all claims and administration services for t hewith respect to the insurance coverage that the Program coverage carrier pr ovides under the Program, including the handling of claims and appeal s, grievances, recovery of overpayments, subrogation, etc.
11.13. WITHDRAWAL. The Program operates on a calendar basis, with the plan year spanning January 1st through December 31st. Members must notify the Program in writing of their intent to withdraw by July 1st one hundred eighty (180 days) prior to the close of the plan year in which they are terming. The Member may rescind its notice of intent to wit hdraw no later than August 31 st unless otherwise barred by the applicable provisions of Article 20 of the Agreement. Re-entry restrictions under the JPA will apply.
14. LATE PAYMENTS. Notwithstanding any other provisio ns to the contrary regarding late payment of invoices or cancellation from a Program, at the discretion of the Executive Committee, any member that fails to pay an invoice when due may be given a thirty (30) day wri tten notice of cancellation. Notwithstanding any other provision to the contrary regarding the late payment of invoices or cancellation from a Program, the Executive Committee, at its discretion, may issue a thirty (30) day written notice of cancellation to any Member that fails to remit payment when due. If monthly premium payments remain unpaid forty-five (45) days after the due date, PRISM may, upon written notice to the Member, su spend eligibility transmissions and/or claims funding attributable to the delinquent Member.
Reinstatement of participation may be subject to prepayment of premiums or other financial assurances deemed acceptable by PRISM.
12. 13.15. LIAISON WITH THE AUTHORITY. Each Member shall maintain staff to act as liaison with PRISM, their Consultants and Carrier coverage representatives.
14.16. D
ISPUTES. The Committee shall first det ermine any question or dispute with respect to the rights and obligations of the parties to this Memorandum; however, all final determinations shall be in accordance with Article 31 of the Agreement.
15.17. ADMINISTRATION COSTS. PRISM shall be entitled to assess annual administration costs associated with the Program as determined by the Committee and approved by the Executive Committee.
16.18. COMPLETE AGREEMENT. Except as otherwise provi ded herein, this Memorandum constitutes the full and complete agreement of the Members.
19 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: June 28, 2023 October 30, 2025
6 17.19. SEVERABILITY. Should any provision of this Memorandum be judicially determined to be void or unenforceable, such determi nation shall not affect any remaining provision.
18.20. AMENDMENT OF MEMORANDUM. This Memorandum may be amended by a majority vote of the Committee and signature on the Memorandum by the Member’s designated representative, or alternate, who shall have authority to execute this Memorandum. Any Member who fails or refuses to execute an amendment to this Memorandum shall be deemed to have withdr awn from the Pr ogram on the next annual renewal date that is beyond any commitment required by paragraph Section 7 5.
19.21. E
FFECTIVE DATE. This Memorandum shall become effective on the first effective date of coverage for the Member and upon approval by the Committee and the signing of this agreement by the Members and Chief Executive Officer of PRISM.
20.22. E
XECUTION IN COUNTERPARTS. This Memorandum may be executed in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument.
In Witness Whereof, the undersigned have executed the Memorandum as of the date set forth below.
D a t e d : B y :
Gina Dean, Chief Executive Officer
Public Risk Innovation, Solutions, and
Management
D a t e d : B y :
T i t l e :
M e m b e r E n t i t y :
20 Adopted: March 7, 2003
Amended: October 30, 2025
MEMORANDUM OF UNDERSTANDING
PRISMHEALTH PROGRAM
This Memorandum of Understanding (hereinafter “Memorandum”) is entered into by and between Public Risk Innovation, Solutions, and Management (hereafter “PRISM”) and the participating entities (hereafter “Members”) that are signatories to this Memorandum.
1. C
REATION OF THE PROGRAM. There is hereby created by this Memorandum the PRISMHealth Program (hereafter “Program”).
2. J
OINT POWERS AGREEMENT. Except as otherwise provided herein, all terms used shall be as defined in Article 1 of the Joint Powers Agreement Creating PRISM (hereafter “Agreement”), and all other provisions of the Agreement not in conflict with this Memorandum shall be applicable.
3. P URPOSE. The Program is formed for the purpose of providing Members with cost- effective health insurance coverage for their eligible employees, retirees, and their dependents. Each Member maintains its own benefits coverage programs, while participating in a pooled premium cost sharing arrangement.
4. P
ROGRAM COMMITTEE. There is hereby established a PRISMHealth Committee (hereinafter referred to as “Committee”) comprised of seven (7) Members. Except as otherwise provided herein, said Committee shall have full authority to determine all matters affecting the Program and its Members, including, but not limited to, approval of new Members, annual renewals, Program policies, and services.
T he Executive Committee of PRISM shall appoint the Committee Members, to be selected from Members in the Program.
If at any time there are less than seven (7) Members in the Program, then the number of Members on the Committee shall equal the number of Members in the Program. Upon the Program having seven (7) or more Members, the Committee membership shall be established as provided for herein.
The terms of the M embers of the Committee shall be for two (2) years . The expiration dates of the two (2) year appointments shall be staggered, so that terms of no more than four (4) Members will expire at any one time. The Committee will annually, at its first meeting of the calendar year, select its officers, consisting of a Chair and Vice-Chair.
The Committee, when necessary to fulfill the purposes of this Memorandum, shall meet at the call of the Chair of the Committee as provided in Article 12 of the Agreement and Article VI of the Bylaws of PRISM (hereinafter referred to as the “Bylaws”).
21 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: October 30, 2025
2 A majority of the Members of the Committ ee shall constitute a quorum for the transaction of business. Except as otherwise prov ided herein, all actions of the Committee shall require the affirmative vote of a majority of the Members of the Committee.
Except as otherwise provided herein, the Committee shall be authorized to do such acts as are reasonably necessary to further the purposes of this agreement and implement its provisions.
Any meeting of the Committee shall be subject to the applicable provisions of Government Code §54950 et seq., commonly known as the “Brown Act.”
5. P
REMIUMS. The participating Members, in accordance with the provisions of Article 14 of the Agreement, shall be charged an annual premium , payable in equal monthly installments, to fund the PRIS MHealth Program. The annual pooled premium is established for each renewal year based on underwriting and actuarial analysis approved by the Committee.. The pool renews as a whole, based on the review and analysis conducted by the Program underwriting consultants and actuary. T he annual pool premium is then allocated to all Program Members based on their Claims Performance Risk Adjustment (CPRA) , as outlined in the most recently approved PRISMHealth Underwriting Guidelines. The CPRA is the Committee-approved underwriting methodology used to determine each Member’s unique premium share of the entire pooled premium renewal using their Member- specific loss ratio, loss ratio variance when compared to the entire pool , and Member size.
Annual Member-specific pool renewal s are approved by the Committee and considered final. Upon approval, no adjustments to the pool renewal or Member- specific renewals are allowed without the approval of the Committee.
Members are required to remit monthly premiums based upon the rates established by the Program Underwriters for their coverage plans.
Billing and eligibility determinations will be done by the Program Benefits Administrator(s) selected by the Committee .
Program Members are responsible
for maintaining, reviewing, and auditing the data they enter into the Benefits Administration platforms.
Monthly premium invoices are sent by the Benefit Administration vendors to the Member prior to the coverage month in which they are due. Premium invoices are due upon receipt and considered delinquent thirty ( 30) calendar days from the effective date of the coverage month. It is a Program requirement that Members pay all premium invoices as billed , regardless of any changes to eligibility or adjustments to premiums that may occur during the billing month and not reflected on the premium invoice. N o offset or deduction to the premium amount by 22 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: October 30, 2025
3 Members is permitted. Any a djustments made to eligibility or premiums will be reflected on the following month’s premium invoice s as a retroactive charge or credit.
Billing dates and payment due dates are based on the Program claims funding requirements and the Program coverage carriers. Late fees and/or penalties are set by the PRISM Board of Directors , and any requests for reconsideration regarding the assessment of a late fee or penalty will be heard by the Executive Committee. All Member entities will receive separate notification of any changes in due dates and/or penalty fees at least thirty ( 30) days prior to effective date of change.
6. A
SSESSMENTS AND DIVIDENDS. The Program annual premium, as approved by the Committee, will be established at a level which is anticipated to provide adequate overall funding. The Program will directly manage surpluses and deficits.
Premiums are targeted to fund expected claims (including incurred‑but‑not‑reported (IBNR) and run‑ out), reinsurance (if any), Program/administrative expenses, and any reserve or margin adopted by the Committee.
If Program funds are insufficient (includin g to fund IBNR), the C ommittee may impose premium assessments on all participating Members, consistent with the JPA. Members that have withdrawn from the Program are liable for assessments attributable to plan year(s) in which they participated.
After appropriate reserves and obligations are funded and any Committee‑approved margin is achieved, the Committee may declare a dividend or premium credit, using a formula recommended by the Program Underwriters and Actuary.
7. P
ERIOD OF COMMITMENT. Any entity wishing to become a Member of the Program shall be required to agree to a commitment to remain in the Program for a period of three (3) years.
8. A
PPLICATION TO THE PROGRAM. Any California P ublic Entity that is a M ember of PRISM JPA can become a Member of the PRISMHealth Program by completing an application for coverage. New Members must be approved by the Committee in a manner prescribed by them and outlined in the PRISMHealth Underwriting Guidelines, and must execute the PRISMHealth MOU.
9. B
ENEFITS. Benefits provided to Members’ employees shall be as set forth in the Members’ Plan Summary and as agreed upon between the Member and its recognized employee organizations as applicable.
23 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: October 30, 2025
4 10. C OVERAGE CARRIERS AND COVERAGE DOCUMENTS. The Committee will select the coverage carriers who will provide insurance coverage under the Program. The Program coverage carriers shall issue Members Benefit Plan Summaries outlining the coverage provided, including terms and conditions of coverage. E xcept as otherwise provided herein, coverage documents govern benefit terms (eligibility definitions, covered services, appeals, etc.); this Memorandum governs Program administration and Member obligations.
11. E
LIGIBILITY, ENROLLMENT & SYSTEM OF RECORD. Eligibility and enrollment are administered through Program ‑designated benefits administration system(s), which constitute the system of record for Program purposes. A Member wishing to use a non‑ Program HR IS platform must execute PRISM’s HRIS Integration Agreement (or successor) and comply with the Member Acknowledgment. If there is any conflict between data in a Member’s external system and the system of record, the system of record controls.
12. C
LAIMS ADMINISTRATION. The Program Carriers provide claims adjudication, appeals/grievances, coordination of benefits, subrogation, overpayment recovery, and standard reporting in accordance with applicable law and coverage documents. PRISM (or its designee) may audit claims and requires reasonable access to de ‑identified claims/utilization data for Program administration, underwriting, and compliance.
13. W
ITHDRAWAL. The Program operates on a calendar basis, with the plan year spanning January 1st through December 31st. Members must notify the Program in writing of their intent to withdraw by July 1st one hundred eighty (180 days) prior to the close of the plan year in which they are terming. The Member may rescind its notice of intent to withdraw no later than August 31 st unless otherwise barred by the applicable provisions of Article 20 of the Agreement . Re‑entry restrictions under the JPA will apply.
14. L ATE PAYMENTS. Notwithstanding any other provision to the contrary regarding the late payment of invoices or cancellation from a Program, the Executive Committee, at its discretion, may i ssue a thirty (30) day written notice of cancellation to any Member that fails to remit payment when due. If monthly premium payments remain unpaid forty -five (45) days after the due date, PRISM may, upon written notice to the Member, suspend eligibility transmissions and/or claims funding attributable to the delinquent Member. Reinstatement of participation may be subject to prepayment of premiums or other financial assurances deemed acceptable by PRISM.
15. L
IAISON WITH THE AUTHORITY. Each Member shall maintain staff to act as liaison with PRISM, their Consultants and Carrier coverage representatives.
24 PRISMHealth Program Adopted: March 7, 2003 Memorandum of Understanding
Amended: October 30, 2025
5 16. D ISPUTES. The Committee shall first determine any question or dispute with respect to the rights and obligations of the parties to this Memorandum ; however, all final determinations shall be in accordance with Article 31 of the Agreement.
17. A DMINISTRATION COSTS. PRISM shall be entitled to assess annual administration costs associated with the Program as determined by the Committee and approved by the Executive Committee.
18. C OMPLETE AGREEMENT. Except as otherwise provided herein, this Memorandum constitutes the full and complete agreement of the Members.
19. S
EVERABILITY. Should any provision of this Memorandum be judicially determined to be void or unenforceable, such determination shall not affect any remaining provision.
20. A
MENDMENT OF MEMORANDUM. This Memorandum may be amended by a majority vote of the Committee and signature on the Memorandum by the Member’s designated representative, or alternate, who shall have authority to execute this Memorandum. Any Member who fails or refuses to execute an amendment to this Memorandum shall be deemed to have withdrawn from the Program on the next annual renewal date that is beyond any commitment required by Section 7.
21. E
FFECTIVE DATE. This Memorandum shall become effective on the first effective date of coverage for the Member and upon approval by the Committee and the signing of this agreement by the Members and Chief Executive Officer of PRISM.
22. E
XECUTION IN COUNTERPARTS. This Memorandum may be executed in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument.
In Witness Whereof, the undersigned have executed the Memorandum as of the date set forth below.
Dated:
By:
Gina Dean, Chief Executive Officer
P ublic Risk Innovation, Solutions, and
Management
Dat
ed: By:
T
itle:
25