FIRSTCAROLINACARE INSURANCE COMPANY ALLIED AND ANCILLARY PROVIDER PARTICIPATION AGREEMENT Medicare Advantage

Transcription

1 FIRSTCAROLINACARE INSURANCE COMPANY ALLIED AND ANCILLARY PROVIDER PARTICIPATION AGREEMENT Medicare Advantage This Allied and Ancillary Provider Participation Agreement (the Agreement ) is entered into by and between FirstCarolinaCare Insurance Company, a North Carolina corporation, ( FCC ), and ( AA Provider ) as of the day of, 20 ( Effective Date ). FCC and AA Provider are sometimes referred to individually as a party and collectively as parties. WHEREAS, FCC is a North Carolina licensed health insurer which plans to enter into an agreement with the Center for Medicare and Medicaid Services ( CMS ) to provide health services to Medicare beneficiaries under the authority of Part C, Title XIII of the Social Security Act; and WHEREAS, AA Provider is a (durable medical equipment provider, clinical laboratory, physical therapy provider, etc.), providing health services and items and possessing all necessary licenses, permits, and certifications required by law; and WHEREAS, Provider desires to provide health services and items to Members; and WHEREAS, FCC and AA Provider desire to enter into this Agreement in order to set forth the terms and conditions of their relationship; NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and intending to be legally bound, the parties agree as follows: 1. Definitions As used in this Agreement, the following terms shall have the indicated meanings: 1.1. Benefit Plan means the specific Medicare Advantage Plan benefits to be provided to Members, and the terms and conditions under which those benefits are to be provided or reimbursed Covered Services means the hospital, medical, and other health services and items eligible for benefits under the Member s Benefit Plan Medicare Advantage Plan means a Benefit Plan offered by a Medicare Advantage organization under the authority of Part C, Title XIII of the Social Security Act Member means an individual who is a Medicare beneficiary entitled to receive coverage for certain health care services under a Medicare Advantage Plan offered by FCC, and whose enrollment with FCC has been confirmed by CMS Participating Provider means a Provider who, under a contract with FCC, has agreed to provide Covered Services to Members in return for direct or indirect payment from FCC, other than coinsurance, copayments or deductibles Provider means individuals, groups, or networks of Providers, dentists, nurses, and/or other healthcare professionals, hospitals, pharmacies, home health agencies, hospices, durable medical equipment vendors, therapists, and other health care entities engaged in the delivery of health services FCCI MA Anc Page 1

2 who or which are licensed and/or certified as required by applicable state and/or federal law, and are eligible to receive payment from Medicare Quality Assurance and Performance Improvement Program means the structures and quality improvement processes FCC has in place to continuously improve the quality, safety and appropriateness of all services provided to Members Utilization Management Program means the policies and procedures put in place by FCC to ensure that health services provided to members are Medically Necessary and comply with evidencebased guidelines, where available. 2. Provider Services and Obligations 2.1 Representations and Warranties. AA Provider warrants and represents that he/she/it Has a current unrestricted license and is in good standing in the State of North Carolina and will maintain such licensure at all times during the term of this Agreement; Has not been convicted of a criminal offense (other than a misdemeanor traffic violation), and does not have any past or pending investigations, legal actions, administrative actions, or matters subject to arbitration brought involving AA Provider, including any key management or executive staff, or any major shareholders, by a government agency (state or federal) over the past three years on matters relating to payments from governmental entities, both federal and state, for healthcare and/or prescription drug services; Is a current participating provider in the Medicare program and has not been suspended or terminated and is bound by 2 CFR Part 376 and not excluded by the Department of Health and Human Services Office of the Inspector General from providing services to Medicaid or Medicare patients or otherwise barred from contracting with the federal or any state government, including any member of its board of directors, any key management or executive staff, or any major stockholder; Has not had any licenses, certifications, including DEA certificate, and/or professional privileges restricted, revoked, suspended or otherwise terminated; and Is not aware of any situation which would adversely affect his/her/its ability to perform services under this Agreement Professional Standards. AA Provider will provide health services and items to Members in accordance with the professional standards of care with which such services are furnished to all persons treated by AA Provider. The quality and availability of services will be no less than the quality and availability of services provided to all persons treated by AA Provider. AA Provider agrees that all services rendered under this Agreement will conform to the accepted practices and standards prevailing in the applicable professional community at the time services are rendered Accessibility. AA Provider shall make his/her best efforts to provide Covered Services in accordance with FCC's provider accessibility standards, which are described in FCC s Provider Manual Member Transfers. AA Provider agrees to facilitate any transfer of the Member to another AA Provider at Member s request in a timely manner, ensuring patient confidentiality and continuance of appropriate care in a manner consistent with generally accepted medical practice standards in effect at the FCCI MA Anc Page 2

3 time of the transfer. After receipt of a signed request from the Member, AA Provider agrees to furnish to the new AA Provider copies of any and all medical records, x-rays, laboratory reports and data which are pertinent to the medical condition or health of the Member, within ten (10) business days, or as soon as medically appropriate, given the member s medical condition and need for services AA Provider Responsibility. AA Provider acknowledges that he/she has an independent responsibility to provide appropriate and adequate Covered Services to all of AA Provider s patients, including, without limitation, AA Provider s patients who are Members Compliance with Laws, Licensure, and Accreditation. In performing services under this Agreement, AA Provider will comply with all applicable statutes, rules, regulations, and standards of any governmental authorities or regulatory bodies, including, but not limited to, state licensing boards and professional certification agencies and Department of Health and Human Services Center for Medicare and Medicaid Services ( CMS ) rules, regulations and guidelines. AA Provider will comply with federal laws and regulations designed to prevent or ameliorate fraud, waste, and abuse including, but not limited to, applicable provisions of federal criminal law, the False Claim Act and the anti-kickback statute. AA Provider warrants that he/she will perform his/her duties in accordance with standards of professional ethics and practice as may be applicable Required Notifications. AA Provider agrees to notify FCC promptly, but in no event later than five (5) business days following the occurrence of any of the following: Changes in the status of his/her/its license or accreditation status; Changes in practice locations and business address; Initiation of legal or governmental action against AA Provider which, if successful, would materially impair AA Provider's ability to carry out the duties and obligations assumed under this Agreement, including, but not limited to, action taken to exclude AA Provider from participation in the Medicare and Medicaid programs; The insolvency or impending bankruptcy of the AA Provider; Dissolution or other cessation of the AA Provider's business/professional functions; Changes to the amounts or status of any AA Provider s professional liability insurance coverage, A decision by AA Provider to opt out of the Medicare program, and Any other problem or situation that may materially impair AA Provider's ability to carry out the duties and obligations assumed under this Agreement. AA Provider acknowledges that a Medicare Advantage Plan is prohibited by law from paying a AA Provider for non-emergency services if the AA Provider is excluded from a Federal health care program or has opted out of Medicare Member Eligibility Verification. Except where emergency services are required, AA Provider shall verify Member eligibility by the means described in the Provider Manual. Issuance of Utilization Management precertification decisions do not guarantee that the Member is eligible or will continue to be FCCI MA Anc Page 3

4 eligible for benefits and/or that the services rendered are Covered Services. At times, CMS may retroactively disenroll a Member after the AA Provider has provided Covered Services in reliance on FCC s verification of eligibility. CMS may recover all payments made to FCC for that Member for coverage after the retroactive disenrollment date. When this occurs, FCC has the right to recover any payments made to the AA Provider for Covered Services provided to the disenrolled Member after the effective date of disenrollment. AA Provider may seek payment from CMS or other third party payer for such services Member Referral. AA Provider will refer Members to Participating Providers unless AA Provider has obtained prior approval from FCC to refer to a non-participating Provider or unless the Member is not required to obtain a referral or use a Participating Provider under the terms of the Benefit Plan No Discrimination. AA Provider will not discriminate in the treatment of any Member because of his/her race, color, national origin, religion, health status, sex, marital status, age, or health insurance coverage Cooperation with FCC Programs. AA Provider agrees to participate in, and cooperate with, FCC s medical and prescription drug Utilization Management programs, its Quality Assurance and Performance Improvement program and provider credentialing program as described in the Provider Manual. AA Provider s obligation to cooperate with the Utilization Management program shall not interfere with his/her professional or ethical responsibilities to the Member or interfere with the AA Provider s ability to provide medical information or assistance to Members. AA Provider shall cooperate in Member appeal and grievance procedures, as set forth in 42 CFR et seq. and 42 CFR et seq Medical Records and Protected Health Information. AA Provider shall maintain medical records in accordance with applicable laws and regulations and accepted professional standards. AA Provider shall, upon reasonable notice, provide FCC with any Member medical records that may be requested, including a reasonable number of copies at a charge per copy as set forth in the Provider Manual. FCC and AA Provider agree that protected health information maintained by AA Provider pertaining to Members shall be maintained in compliance with the Health Insurance Portability and Accountability Act of 1997 ( HIPAA ) and any applicable state laws that do not conflict with HIPAA. In addition, AA Provider agrees to abide by the confidentiality requirements established by FCC and, as applicable, the Medicare Advantage Program as set forth at 42 CFR Access to Records. AA Provider will maintain timely and accurate medical, financial and administrative records related to Covered Services rendered by AA Provider under this Agreement. Unless a longer time period is required by applicable statutes or regulations, AA Provider shall maintain such records and any related contracts for ten (10) years. AA Provider agrees that the Department of Health and Human Services ( HHS ), the Comptroller General, or their designees, have the right to inspect, evaluate and audit any pertinent contracts, books, computer or other electronic systems, computer or other electronic systems, computer or other electronic systems, documents, papers and records, including medical records, of the AA Provider related to CMS' contract with FCC. AA Provider further agrees to produce upon request by CMS, or its designees, any books, contracts, records, including medical records and documentation of FCC, relating to the Part D program, to FCC to provide to CMS. This right of access will continue ten (10) years from the end of this Agreement period, or from the date of the completion of any audit, whichever is later Data Collection and Reporting. AA Provider shall provide to FCC such medical, financial, and FCCI MA Anc Page 4

5 administrative information as may be necessary for compliance with federal law, as well as for administration and management of FCC. Specifically, AA Provider agrees to cooperate with FCC by providing all information necessary for FCC to meet its Medicare Advantage reporting obligations under 42 CFR and , including but not limited to, providing data necessary to characterize the context and purpose of each service furnished to a Medicare Advantage Member. AA Provider further agrees to allow FCC to have access to the premises, books, documents, and records of the AA Provider, at reasonable times and during normal business hours, and upon giving prior notice to AA Provider, as deemed necessary by FCC to verify that all FCC, regulatory, and other requirements have been met with respect to services rendered pursuant to this Agreement Advance Directives. FCC provides Members with information about their right to execute advance directives to notify providers about the extent and type of health care services the Member prefers should he/she become unable to communicate such preferences. AA Provider agrees to cooperate with Members and FCC in maintaining records of a Member s advance directive, if available, and to comply with the advance directive in accordance with the applicable state law Professional Liability Insurance. AA Provider warrants that he/she currently has, and for the duration of this Agreement, shall maintain professional liability insurance coverage with insurance companies licensed in the State of North Carolina with coverage limits as follows: no less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate. FCC will notify AA Provider of any changes in required professional liability insurance coverage. AA Provider will furnish FCC with evidence satisfactory to FCC of the continuing existence of the required professional liability insurance when requested Non-Solicitation/Non-Disparagement. Neither AA Provider nor AA Provider s employees or contractors shall: (1) disparage FCC; (2) counsel or advise, directly or indirectly, individuals or entities who are currently under contract with FCC to cancel, modify, or not renew said contracts; (3) use membership lists or information acquired during the term of this Agreement directly or indirectly to solicit individuals who were or are Members or otherwise to compete with FCC. Notwithstanding, nothing in the Agreement is intended to prohibit or restrict AA Provider from advising or advocating on behalf of a Member regarding: (1) Member s health status, medical care, or treatment options (including alternative treatments that may be self-administered), including providing sufficient information to Member to provide an opportunity to decide among all relevant treatment options; (2) the risks, benefits and consequences of treatment or non-treatment; and (3) the opportunity for Member to refuse treatment and express preferences about future treatment decisions. This Section shall survive the termination or non-renewal of this Agreement Participation in Additional Benefit Plans. AA Provider agrees to participate in all types of Benefit Plans (e.g., HMO, PPO or other type) identified in Attachment B. FCC shall provide sixty (60) days prior written notice of the addition of one or more new types of Benefit Plans by FCC and the applicable compensation rate if different from that set forth in Attachment A. Unless AA Provider provides notice of objection to FCC within thirty (30) days of receiving such notice, AA Provider shall be deemed to have agreed to participate in such new types of Benefit Plans. AA Provider agrees to comply with the applicable rules and procedures, including compensation arrangements, for each Plan. An addition of a new type of plan shall not be considered a modification or amendment to this Agreement. FCCI MA Anc Page 5

6 3. Billing and Payment Claim Submission Requirements AA Provider shall submit claims on a standard CMS approved form or electronically in a manner that is approved in advance by FCC. AA Provider shall submit paper claims according to the directions in the Provider Manual. AA Provider shall use best efforts to submit claims within one hundred eighty (180) days after the date of services. In the event AA Provider is unable to submit claims within the time specified herein because of circumstances beyond AA Provider s control, the time for submission of such claims shall be extended as is reasonably necessary. Payment will not be made for any claim received more than three hundred sixty five (365) days after the date of service AA Provider agrees to furnish all encounter data necessary to characterize the context and purpose of each encounter with a Member. AA Provider agrees that all encounter data will be used by FCC in validating its rates with the Center for Medicare and Medicaid Services ( CMS ) and that all encounter data and other information submitted to FCC and ultimately, CMS, is accurate, complete, truthful, and is based on the AA Provider s best knowledge, information and belief. AA Provider acknowledges that misrepresentations about encounter data accuracy may result in Federal civil action and/or criminal prosecution Claim Payment. FCC will compensate AA Provider for Covered Services provided under this Agreement according to the reimbursement set forth in Attachment A. FCC shall pay clean claims within thirty (30) days of receipt of the claim. A clean claim is one that has no defect, impropriety, lack of any required substantiating documentation (consistent with 42 C.F.R (d)) or particular circumstance requiring special treatment that prevents timely payment; and otherwise conforms to the clean claim requirements for equivalent claims under original Medicare. If any service is deemed inappropriate, not medically necessary, excessive, non-certified, or not a Covered Service, payment for those services will be denied. Notwithstanding, under Medicare Advantage Plans, all coverage decisions shall be consistent with applicable Medicare national and local coverage decisions Coordination of Benefits. FCC shall be responsible for coordination of benefits for Members who are covered under more than one health plan. The primary and secondary plan will be determined according to Medicare secondary payer rules Collection of Copayments, Coinsurance, and Deductibles. The Benefit Plan may require copayments, coinsurance, and deductibles for certain Covered Services, payable by the Member. AA Provider shall be solely responsible for the collection of applicable copayments, coinsurance and deductibles from Members. FCC shall have no responsibility for payment or collection of such copayments, coinsurance, and deductibles Members Held Harmless. AA Provider hereby agrees that in no event, including, but not limited to, nonpayment by FCC, the insolvency of FCC, or breach of the Agreement, shall AA Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Members or persons acting on their behalf other than FCC for Covered Services. This provision shall not prohibit collection of any applicable coinsurance, copayments or deductibles billed in accordance with the Member's Benefit Plan or collection of compensation for services that are not Covered Services consistent with the procedures set forth herein. In order to bill a Member for Services that are not Covered Services, AA Provider shall notify the Member in advance of providing the services that they are not Covered Services and shall obtain written verification that the Member chooses to receive and agrees to pay for such services. FCCI MA Anc Page 6

7 As required by Federal law, AA Provider acknowledges that AA Provider may not collect any Member cost sharing (including copayments, coinsurance or deductibles) from Members who are dually eligible for Medicare and Medicaid when the State is responsible for paying the Medicare cost sharing amounts for such individuals under the State Medicaid program. AA Provider agrees to bill the State for the Medicare Advantage Plan cost sharing for such Members and to accept the amounts paid by the State (if any) as payment in full for Member cost sharing. This provision: (1) supersedes any oral or written contrary agreement now existing or hereafter entered into between AA Provider and a member or persons acting on their behalf and (2) this provision shall apply to all of AA Provider s employees, agents, trustees, assignees and subcontractors, and you shall obtain from such persons specific agreement to this provision. This provision shall survive the termination of this Agreement for Covered Services rendered prior to termination. 5. Term and Termination 5.1. Term of Agreement. Beginning on the Effective Date, this Agreement shall have an initial term of one (1) year, or through the first term of FCC s Medicare Advantage contract with CMS, whichever is later. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless and until terminated as set forth herein Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated at any time, after the initial term, as follows: This Agreement may be terminated at any time upon the mutual consent of both parties This Agreement may be terminated without cause by either party by giving the other party one hundred twenty (120) days written notice prior to the desired termination date Termination for Cause FCC shall have the right to terminate this Agreement immediately upon notice in the event of any of the following: (1) suspension or revocation of any license, certification, accreditation, or other similar approval required by local, state, or federal law for AA Provider to render Covered Services to Members; (2) indictment, arrest, or conviction for a felony or for any criminal charges related to the rendering of Covered Services; (3) filing of a petition in or for insolvency by AA Provider; (4) cancellation or termination of the professional liability insurance which this Agreement requires AA Provider to maintain, without satisfactory replacement coverage having been obtained; (5) if FCC or the applicable state or federal regulatory agency reasonably believes the health or safety of Members is endangered by actions of AA Provider, or (6) exclusion from participation in the Medicare or Medicaid programs AA Provider shall have the right to terminate this Agreement immediately upon notice in the event that FCC ceases to be duly licensed under applicable state law; becomes insolvent; or fails to maintain the insurance coverage required by this Agreement FCC shall have the right to terminate this Agreement upon thirty (30) days written notice of AA Provider s substantial and repeated failure to abide by the quality improvement or utilization management programs of FCC, provided AA Provider has not cured said failure within fifteen (15) days of the receipt of said notice. FCCI MA Anc Page 7

8 Except as otherwise provided in this Section 6, in the event that either party defaults in the performance of any duties or obligations hereunder and the default or breach has not been cured within thirty (30) days of the non-defaulting party s giving written notice of default or breach, the non-defaulting party may give notice of intent to terminate this Agreement and this Agreement will terminate on the last day of the month in which the notice of intent to terminate for continued breach is received Effect of Termination. As of the date of termination of this Agreement in accordance with this Section 5, this Agreement shall be considered of no further force or effect whatsoever, and each of the parties shall be relieved and discharged from its respective rights and obligations hereunder, except that: The parties rights and obligations under Sections 2.12, 2.13, 2.14 and 2.16 (regarding records maintenance, data collection and reporting, access and insurance, respectively) of this Agreement shall not be extinguished but shall continue in effect for the time periods stated therein; Any or either party s rights to receive its respective payments for claims for Covered Services under Section 4 and any sums that were earned, or due and owing, as the case may be, prior to termination of this Agreement shall continue in effect; AA Provider shall not be released from his/her/its obligation not to seek payment from Members for Covered Services provided prior to termination of this Agreement, except for any copayments, coinsurance and deductibles applicable to Covered Services; In the event of termination or non-renewal of this Agreement, other than the insolvency of FCC, AA Provider shall continue providing Covered Services to Members, in accordance with the terms of this Agreement, until the earlier of: The completion of the period in which the Member s episode of care is on-going or, if hospitalized, inpatient care shall be continued until the Member is ready for discharge The date on which medically appropriate transfer of the Member to another Participating Provider is arranged; or The date on which the Member is no longer covered by Member s Benefit Plan. Notwithstanding, this provision shall not apply in instances in which AA Provider is no longer eligible for Medicare payment or was terminated due to concerns regarding quality of care or patient safety Upon termination of this Agreement or in the event of FCC's insolvency, AA Provider shall arrange for timely transition of records and any administrative duties to FCC In the event of insolvency of FCC or other cessation of operations, AA Provider agrees to continue to provide Covered Services to currently enrolled Members under the terms of this Agreement for the period for which premium has been paid by or on behalf of Member, and when a Member is confined in an inpatient hospital on the date of insolvency or other cessation of operations, until the date on which the Member is ready for discharge. 6. Medicare Advantage Delegation FCCI MA Anc Page 8

9 6.1. Delegation. AA Provider acknowledges that FCC delegates to AA Provider responsibility under a Medicare Advantage contract to provide the services set forth herein to Members of a Medicare Advantage Plan. AA Provider agrees that FCC may only delegate such responsibilities in a manner consistent with the standards set forth under 42 CFR (i)(3) and (4). AA Provider agrees that FCC, consistent with obligations under the Medicare Advantage Plan, may revoke this delegation and thereby terminate the Agreement as set forth in Section 5 herein if FCC or CMS determines that AA Provider has not performed satisfactorily or if any of AA Provider s reporting and disclosure obligations are not fully met in a timely manner Oversight and Accountability. AA Provider acknowledges that FCC shall oversee and monitor AA Provider s performance on an ongoing basis. AA Provider further acknowledges that FCC is accountable to CMS for the functions and responsibilities described in its Medicare Advantage contract and the Medicare Advantage regulatory standards Contractual Obligations. AA Provider agrees that any services rendered by AA Provider to Members of a Medicare Advantage Plan will be consistent with and will comply with FCC s contractual obligations Policies and Procedures. AA Provider agrees to comply with all applicable policies and procedures of FCC. 7. Miscellaneous 7.1. Relationship of the Parties. FCC and AA Provider are separate and independent entities. The relationship between FCC and AA Provider is purely contractual and neither party, nor the employees, servants, agents or representatives of either party, shall be considered the employee, servant, agent or representative of the other. As independent contracting parties, AA Provider and FCC maintain separate and independent management and each has full, unrestricted authority and responsibility regarding its organization and structure Modifications, Amendments, and Waivers. Modifications, Amendments, and Waivers. This Agreement may be modified at any time by mutual written consent of the parties. Notwithstanding, if amendment is required by applicable law, regulations or CMS guidance, this amendment may be amended upon written notice by FCC, without AA Provider s signature, to the extent necessary to comply with such law, regulation or guidance. Any inaccuracies in the representations and warranties contained in this Agreement or compliance with any of the covenants contained in this Agreement may be waived by written agreement signed by both parties Copyrighted Materials. AA Provider and FCC each reserve the right to control the use of any of their respective copyrighted material, symbols, trademarks and service marks, including, but not limited to, those relating to computer software. Except as provided otherwise in this Agreement, each party agrees that it will not use, advertise, or display words, symbols, trademarks, service marks, or other devices owned by or licensed to the other party in advertising, promotional materials or otherwise without the prior written consent of the other party and any permitted use will end upon the termination of this Agreement. FCC agrees to allow AA Provider to display reasonable signs or notices indicating AA Provider s participation status with FCC Proprietary Information. Information furnished to AA Provider regarding the operation, policies, procedures, and programs of FCC constitutes FCC trade secrets that are confidential and/or proprietary FCCI MA Anc Page 9

10 information. AA Provider will keep such trade secret information confidential and use it solely for the purpose of performing AA Provider s duties and obligations under this Agreement or as otherwise authorized by FCC. Upon the termination of this Agreement, AA Provider will immediately return to FCC all written or other material containing confidential and proprietary information received by AA Provider and will not use any item of confidential and proprietary information after the termination date Assignability and Parties in Interest. This Agreement and the rights and obligations hereunder shall not be assigned, delegated, subcontracted, or otherwise transferred by AA Provider without the prior written consent of FCC. FCC will provide written notice to AA Provider prior to delegating or transferring this Agreement or any of its rights and obligations hereunder. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties, or their respective successors and assigns, any rights, remedies, obligations, or liabilities by reason of this Agreement Dispute Resolution Disputes related to FCC s administration of its Benefit Plans, credentialing and utilization management programs shall be resolved through FCC s administrative policies and procedures. Notwithstanding any provision in this Section 7.6, any disputes subject to Medicare appeals and grievance processes shall be resolved consistent with the laws and regulations governing those processes All disputes arising directly from this Agreement shall first be addressed by direct negotiation between the parties. The disputing party shall provide the other party with written notice of the dispute ( Notice of Dispute ), containing a detailed description of the matter in controversy. The parties agree to exercise reasonable commercial efforts to resolve the dispute as soon as practicable In the event that the parties cannot agree on the resolution of the dispute through direct negotiations, but in no event sooner than ten (10) business days following the other party s receipt of the Notice of Dispute (unless otherwise agreed by the parties), either party may submit the matter to mediation before the American Arbitration Association ( AAA ) in a mutually agreeable location. Proceedings hereby shall be governed by the AAA guidelines. The parties shall endeavor to mutually select a mediator with experience in health care disputes. In the event the parties are unable to agree upon a mutually acceptable mediator within three (3) business days, the parties shall be assigned a panel of seven (7) mediators provided by AAA (or its successor) from which the parties shall select the mediator by alternatively striking panelists until one remains. The parties shall, by random lot, determine who shall make the first strike In the event that the parties cannot resolve the dispute through mediation, but in no event sooner than ten (10) business days following the mediation (unless otherwise agreed by the parties), either party may submit the matter to final and binding arbitration before the AAA in the state of North Carolina. Arbitration proceedings hereby shall be governed by the AAA guidelines. The parties shall endeavor to mutually select an arbitrator with experience in health care disputes who shall hear and determine the controversy or dispute. In the event the parties are unable to agree upon a mutually acceptable arbitrator within three (3) business days, the parties shall be assigned a panel of seven (7) arbitrators provided by AAA (or its successor) from which the parties shall select the arbitrator by alternatively striking panelists FCCI MA Anc Page 10

11 until one remains. The parties shall, by random lot, determine who shall make the first strike The arbitrator shall have full authority to decide any matters in controversy or dispute between the parties relating to this Agreement. Any remedies awarded shall be awarded for the purpose of making the injured party whole and shall be limited to actual damages proximately caused by the event giving rise to liability, and shall, where applicable, be limited by the terms of this Agreement. No punitive damages or damages in the nature of a penalty shall be awarded. The cost of any mediation or arbitration proceedings shall be borne equally by the parties, except that the arbitrator may award to the successful or prevailing party such party s legal fees and costs in connection with such arbitration. Each party shall, however, bear its own costs for the preparation and presentations of its contentions notwithstanding and irrespective of any other provision or rule of law pertaining to the matter to be arbitrated. The arbitrator s decision shall be final and binding upon the parties. The arbitration proceeding provided for herein is a private proceeding. Neither party shall disclose or publicize the decision of the arbitrator other than as required by law Non-Exclusivity. The parties acknowledge and agree that this Agreement is non-exclusive. AA Provider can affiliate or contract with other insurers, managed care or alternative health care delivery organizations, and FCC can affiliate or contract with other AA Providers. During the term of this Agreement, AA Provider shall not enter into an agreement with any health benefits entity including, but not limited to, a health maintenance organization, preferred provider organization, insurance company, or third party administrator, that requires AA Provider to render health care services exclusively to members of such entity or promote such entity to patients of AA Provider to the exclusion of any other entity, including FCC Captions and Construction. The captions used herein as headings of the various paragraphs hereof are for convenience only and are not to be construed to be part of this Agreement or to be used in determining or construing the intent or context of this Agreement Notices. Any written notice required by this Agreement shall be sent by certified mail, return receipt requested, to the applicable party at the address set forth on the Execution Page or to such other address as may be specified in writing. Any written notice periods required by this Agreement shall be deemed to start on the earlier of the day that written notice was received, or five (5) business days after such notice was sent Governing Law. This Agreement and all legal relations between the parties will be governed by and construed in accordance with the laws of the State of North Carolina applicable to contracts made and performed in the State of North Carolina, except where federal law may be applicable Severability. If any provision or part of this Agreement is found to be totally or partially invalid, illegal, or unenforceable, then the provision will be deemed to be modified or restricted to the extent and in the manner necessary to make it valid, legal, or enforceable, or will be excised from this Agreement without affecting any other provision of this Agreement, which will be enforced to the maximum extent provided by law as if the modified or restricted provision was originally included or as if the excised provision was originally excluded Indemnification. Each party shall indemnify and hold the other party, and its officers, directors, shareholders, employees, successors, other agents and assigns ( indemnitees ), harmless from and against any claims, liabilities, damages, judgments or other losses (including attorneys fees) imposed upon or incurred by indemnitees arising out of or as a result of any negligence or FCCI MA Anc Page 11

12 misconduct of a party, or its officers, directors, employees or other agents, in connection with the performance of any of their respective obligations under this Agreement Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, oral and written, between the parties with respect to the subject matter of this Agreement Counterparts. This Agreement may be executed in multiple original counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument. FCCI MA Anc Page 12

13 EXECUTION PAGE In consideration of the mutual promises and covenants contained in the Allied and Ancillary Provider Participation Agreement to which this Execution Page is attached and made a part hereof, and other good and valuable consideration, the undersigned parties promise and agree as set forth in the Agreement. AA PROVIDER Signature: Name: Title: Date: FIRSTCAROLINACARE INSURANCE COMPANY Signature: Name. Kenneth J. Lewis Title: President Date: AA Provider Address: FirstCarolinaCare Insurance Company 42 Memorial Drive Pinehurst, North Carolina Telephone: (910) Facsimile: (910) AA Provider Billing and Payment Address (if different) Tax ID Number: FCCI MA Anc Page 13

14 ATTACHMENT A Reimbursement For all Covered Services, reimbursement will be 90% of the current year Medicare allowable. PLEASE PLACE A CHECK BESIDE THE NC COUNTIES IN WHICH PROVIDER DELIVERS SERVICES Hoke Lee Montgomery Moore Richmond Scotland FCCI MA Anc Page 14

15 ATTACHMENT B Benefit Plans X Local PPO X HMO/POS FCCI MA Anc Page 15