FIRSTCAROLINACARE INSURANCE COMPANY HOSPITAL PARTICIPATION AGREEMENT Medicare Advantage

FIRSTCAROLINACARE INSURANCE COMPANY HOSPITAL PARTICIPATION AGREEMENT Medicare Advantage This Hospital Participation Agreement (the Agreement ) is entered into by and between FirstCarolinaCare Insurance Company, a North Carolina corporation, ( FCC ), and ( Hospital ) as of the day of, 200 ( Effective Date ). FCC and Hospital 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, Hospital provides health services and possesses all necessary licenses, permits, and certifications required by law; and WHEREAS, Hospital desires to provide health services to Members pursuant to a negotiated arrangement; and WHEREAS, FCC and Hospital 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. 1.2 Covered Services means the hospital, medical, and other health services and items eligible for benefits under the Member s Benefit Plan. 1.3 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. 1.4 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. 1.5 Participating Provider or Hospital means a Provider or Hospital 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. 1.6 Primary Care Physician or PCP means any duly licensed Physician who is a Participating Provider and who has agreed to supervise and coordinate Covered Services provided to Members who have selected or been assigned to such Primary Care Physician. Primary Care Physician shall mean an internist, FCCI MA Hosp 01.09 Page 1

family practitioner, general practitioner, or other physician determined by FCC to be appropriately categorized as a Primary Care Physician. 1.7 Provider means individuals, groups, or networks of physicians, dentists, nurses, and/or other healthcare professionals, hospitals, pharmacies, home health agencies, hospices, durable medical equipment vendors, physical therapists, and other health care entities engaged in the delivery of health services 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. 1.8 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. 1.9 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 evidence-based guidelines, where available. 2. Hospital Services and Obligations 2.1 Representations and Warranties. Hospital warrants and represents that it -- 2.1.1. 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; 2.1.2. 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 Hospital, 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; 2.1.3. 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; 2.1.4. Has not had any licenses, certifications, including DEA certificates, restricted, revoked, suspended or otherwise terminated; and 2.1.5. Is not aware of any situation which would adversely affect its ability to perform services under this Agreement. 2.2. Provision of Healthcare Services. Hospital shall provide, within the scope of Hospital s license, accreditation and customary industry practices, Covered Services to Members in accordance with the following: 2.2.1. Emergency Services. Hospital will be available to provide emergency services to Members twenty-four (24) hours per day, seven (7) days per week. FCCI MA Hosp 01.09 Page 2

2.2.2. Hospital-Based Providers. If Hospital has entered into exclusive contracts with radiologists, anesthesiologists, pathologists or other hospital-based Hospitals, Hospital will use its best efforts to assist FCC in obtaining contracts with those Providers. 2.2.3. Acceptance of Members. Hospital will accept as patients all Members who select Hospital for treatment or who are referred to Hospital by any FCC Participating Provider based upon the availability of Hospital beds or Hospital services. 2.2.4. Hospital-Patient Relationship. Hospital may request transfer from its care a Member who is grossly abusive to, or makes physical threats against the health and safety of Hospital, its employees, agents, customers or invitees. In such instances, Hospital must notify FCC about the abusive patient. Hospital shall continue to provide care to such Member, according to the provisions of Section 6.3.4. of this Agreement. 2.2.5. Hospital Responsibility. Hospital acknowledges that it has an independent responsibility to provide appropriate and adequate health care to all of Hospital s patients, including, without limitation, Hospital s patients who are Members. Hospital agrees that no action by FCC and/or any other person or entity in any way absolves, relieves, or lessens Hospital s responsibility and duty to provide appropriate and adequate health care to all of Hospital s patients, including Members. Nothing contained in this Agreement will be construed to require Hospital to follow any procedure, professional or administrative, which is medically unacceptable or unwise under the circumstances. Nothing contained in this Agreement will be construed to override Hospital s professional or ethical responsibilities or interfere with Hospital s ability to provide truthful information or assistance to Members. 2.3. Compliance with Laws, Licensure, Accreditation. In performing services under this Agreement, Hospital 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 CMS rules, regulations and guidelines. Hospital 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. Hospital warrants that it will perform its duties in accordance with standards of professional ethics and practice as may be applicable. 2.4. Emergency Services Notification. In cases in which emergency services or admissions are required, Hospital agrees to notify Member s Primary Care Physician, whenever possible, prior to treatment or admission of a Member, if Member s condition permits. If, due to the severity of the emergency medical condition, prior notification cannot be given, Hospital agrees to notify Member s Primary Care Physician and FCC as soon as possible, but in no event later than forty-eight (48) hours or by the end of the first business day following the rendering of emergency services, whichever is later. Hospital must notify FCC to allow FCC to oversee the quality and utilization of certain Covered Services, and to enable FCC to conduct statutory monitoring of certain services. 2.4. Member Eligibility Verification. Except where emergency services are required, Hospital 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 eligible for benefits and/or that the services rendered are Covered Services. At times, CMS may retroactively FCCI MA Hosp 01.09 Page 3

disenroll a Member after the Hospital 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 Hospital for Covered Services provided to the disenrolled Member after the effective date of disenrollment. Hospital may seek payment from CMS or other third party payer for such services. 2.5. Member Transfer. Hospital shall notify FCC prior to non-emergency transfers of Members and shall make such transfers only to FCC Participating Providers. For emergency transfers, Hospital shall use best efforts to transfer Members to FCC Participating Providers whenever feasible, practical, and medically appropriate. Hospital will use its best efforts to communicate with FCC in a timely fashion after emergency transfers of Members in order to expedite the coordination by FCC of required post-evaluation or post-stabilization services to avoid a material deterioration of the Member s condition. 2.6. No Discrimination. Hospital will provide Covered Services to Members in the same manner, on the same basis, and in accordance with the same standards as such services are provided to Hospital s other patients, making no differentiation between Members and Hospital s patients who are not Members. Hospital will not discriminate in the treatment of any Member because of the patient s race, color, national origin, religion, health status, sex, marital status, age, or health insurance coverage. 2.7 Required Notifications. Hospital agrees to notify FCC promptly, but in no event later than five (5) business days following the occurrence of any of the following: 2.7.1. Changes in the status of its license or accreditation status; 2.7.2. Changes in practice locations and business address; 2.7.3. Initiation of legal or governmental action against Hospital which, if successful, would materially impair Hospital s ability to carry out the duties and obligations assumed under this Agreement, including, but not limited to, action taken to exclude Hospital from participation in the Medicare and Medicaid programs; 2.7.4. The insolvency or impending bankruptcy of the Hospital; 2.7.5. Dissolution or other cessation of the Hospital s business/professional functions; 2.7.6 Changes to the amounts or status of any Hospital s professional liability insurance coverage, 2.7.7 A decision by Hospital to opt out of the Medicare program, and 2.7.8 Any other problem or situation that may materially impair Hospital s ability to carry out the duties and obligations assumed under this Agreement. Hospital acknowledges that a Medicare Advantage Plan is prohibited by law from paying a Hospital for non-emergency services if the Hospital is excluded from a Federal health care program or has opted out of Medicare. 2.8. Cooperation with FCC Programs. Hospital 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. FCCI MA Hosp 01.09 Page 4

Hospital 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 Hospital s ability to provide medical information or assistance to Members. Hospital shall cooperate in Member appeal and grievance procedures, as set forth in 42 CFR 422.560 et seq. and 42 CFR 423.560 et seq. 2.9 Medical Records and Protected Health Information. Hospital shall maintain medical records in accordance with applicable laws and regulations and accepted professional standards. Hospital 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 Hospital agree that protected health information maintained by Hospital 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, Hospital agrees to abide by the confidentiality requirements established by FCC and, as applicable, the Medicare Advantage Program as set forth at 42 CFR 422.118. 2.10 Access to Records. Hospital will maintain timely and accurate medical, financial and administrative records related to Covered Services rendered by Hospital under this Agreement. Unless a longer time period is required by applicable statutes or regulations, Hospital shall maintain such records and any related contracts for ten (10) years. Hospital 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, documents, papers and records, including medical records, of the Hospital related to CMS' contract with FCC. Hospital 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. 2.11 Data Collection and Reporting. Hospital shall provide to FCC such medical, financial, and administrative information as may be necessary for compliance with federal law, as well as for administration and management of FCC. Specifically, Hospital agrees to cooperate with FCC by providing all information necessary for FCC to meet its Medicare Advantage reporting obligations under 42 CFR 422.516 and 422.310, including but not limited to, providing data necessary to characterize the context and purpose of each service furnished to a Medicare Advantage Member. Hospital further agrees to allow FCC to have access to the premises, books, documents, and records of the Hospital, at reasonable times and during normal business hours, and upon giving prior notice to Hospital, 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. 2.12 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. Hospital 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. 2.13 Professional Liability Insurance. Hospital warrants that it 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 Hospital of any changes in required professional liability insurance coverage. Hospital will furnish FCC with evidence satisfactory to FCC of the continuing existence of the required professional liability FCCI MA Hosp 01.09 Page 5

insurance when requested. 2.14 Non-Solicitation/Non-Disparagement. Neither Hospital nor Hospital 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 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. 2.15 Participation in Additional Benefit Plans. Hospital 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 Hospital provides notice of objection to FCC within thirty (30) days of receiving such notice, Hospital shall be deemed to have agreed to participate in such new types of Benefit Plans. Hospital 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 an a modification or amendment to this Agreement. 2.16 Credentialing. Subject to the provisions of Section 6 regarding delegation, Hospital shall credential Participating Physicians on behalf of FCC. Hospital agrees to comply with all aspects of FCC's credentialing and recredentialing policies and procedures and all applicable Medicare Advantage credentialing requirements. Hospital agrees that the credentialing process will be reviewed and approved by FCC and that FCC will audit the credentialing process on an ongoing basis. 3. Billing and Payment 3.1 Claim Submission Requirements. 3.1.1. Hospital shall submit claims on a standard CMS approved form or electronically in a manner that is approved in advance by FCC. Hospital shall submit paper claims according to the directions in the Provider Manual. Hospital shall use best efforts to submit claims within one hundred eighty (180) days after the date of services. In the event Hospital is unable to submit claims within the time specified herein because of circumstances beyond Hospital 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. 3.1.2. Hospital agrees to furnish all encounter data necessary to characterize the context and purpose of each encounter with a Member. Hospital agrees that all encounter data will be used by FCC in validating its rates with the CMS and that all encounter data and other information submitted to FCC and ultimately, CMS, is accurate, complete, truthful, and is based on the Hospital s best knowledge, information and belief. Hospital acknowledges that misrepresentations about encounter data accuracy may result in Federal civil action and/or criminal prosecution. FCCI MA Hosp 01.09 Page 6

3.2 Claim Payment. FCC will compensate Hospital for Covered Services provided under this Agreement according to the reimbursement methodology 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. 422.310(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, for all Benefit Plans, all FCC coverage decisions shall be consistent with applicable Medicare national and local coverage decisions. FCC will not compensate Hospital for serious preventable events and hospital-acquired conditions in accordance with Section 1886(d)(4)(D) of the Social Security Act and all applicable Medicare policies. 3.3. 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. 3.4. Collection of Copayments, Coinsurance, and Deductibles. The Benefit Plan may require copayments, coinsurance, and deductibles for certain Covered Services, payable by the Member. Hospital 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. 3.5. Members Held Harmless. Hospital hereby agrees that in no event, including, but not limited to, nonpayment by FCC, the insolvency of FCC, or breach of the Agreement, shall Hospital 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, Hospital 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. As required by Federal law, Hospital acknowledges that it 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. Hospital 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 Hospital and a member or persons acting on their behalf and (2) this provision shall apply to all of Hospital 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. 4. FCC Obligations 4.1 Compliance with Laws. FCC warrants that it is currently has, and for the duration of this Agreement, shall remain appropriately licensed to conduct the business of insurance in the State of North Carolina. FCC shall remain in substantial compliance with all applicable laws, rules, regulations, and standards of FCCI MA Hosp 01.09 Page 7

any federal, state or local governmental authorities and regulatory agencies. 4.2 Program Information. FCC will provide Hospital with information regarding Benefit Plans, administrative and Utilization Management Program policies and procedures, credentialing policies and procedures and quality improvement programs. FCC reserves the right to amend these policies and procedures by prior written notice to Hospital. Such revisions shall become effective as specified on the date in the notification, allowing Hospital time to comply with such changes, unless otherwise required by law. 4.3. Member Eligibility. FCC will maintain records and establish procedures to enable Hospital to identify eligible Members prior to providing services. 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. 5.2. Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated at any time, after the initial term, as follows: 5.2.1. This Agreement may be terminated at any time upon the mutual consent of both parties. 5.2.2. 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. 5.2.3. Termination for Cause 5.2.3.1. 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 Hospital 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 Hospital; (4) cancellation or termination of the professional liability insurance which this Agreement requires Hospital 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 Hospital, or (6) exclusion from participation in the Medicare or Medicaid programs. 5.2.3.2. Hospital 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. 5.2.3.3. FCC shall have the right to terminate this Agreement upon thirty (30) days written notice of Hospital s substantial and repeated failure to abide by the quality improvement or utilization management programs of FCC, provided Hospital has not cured said failure within fifteen (15) days of the receipt of said notice. FCCI MA Hosp 01.09 Page 8

5.2.3.4. 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. 5.3. 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: 5.3.1. The parties rights and obligations under Sections 2.9, 2.10, 2.11 and 2.13 (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; 5.3.2. Any or either party s rights to receive its respective payments for claims for Covered Services under Section 3 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; 5.3.3. Hospital shall not be released from his/her 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; 5.3.4. In the event of termination or non-renewal of this Agreement, other than the insolvency of FCC, Hospital shall continue providing Covered Services to Members, in accordance with the terms of this Agreement, until the earlier of: 5.3.4.1. 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; 5.3.4.2. The date on which medically appropriate transfer of the Member to another Participating Provider is arranged; or 5.3.4.3. 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 Hospital is no longer eligible for Medicare payment or was terminated due to concerns regarding quality of care or patient safety. 5.3.5. Upon termination of this Agreement or in the event of FCC's insolvency, Hospital shall arrange for timely transition of records and any administrative duties to FCC. 5.3.6. In the event of insolvency of FCC or other cessation of operations, Hospital 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. 6.1 Delegation. Hospital acknowledges that FCC delegates to Hospital responsibility under a FCCI MA Hosp 01.09 Page 9

Medicare Advantage contract to provide the services set forth herein to Members of a Medicare Advantage Plan. Hospital agrees that FCC may only delegate such responsibilities in a manner consistent with the standards set forth under 42 CFR 422.504(i)(3) and (4). Hospital agrees that FCC, consistent with obligations under the Medicare Advantage program, may revoke this delegation and thereby terminate the Agreement as set forth in Section 5 herein if FCC or CMS determines that Hospital has not performed satisfactorily or if any of Hospital s reporting and disclosure obligations are not fully met in a timely manner. 6.2 Oversight and Accountability. Hospital acknowledges that FCC shall oversee and monitor Hospital s performance of delegated functions on an ongoing basis. Hospital 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. 6.3 Contractual Obligations. Hospital agrees that any services provided by Hospital to Members of a Medicare Advantage Plan will be consistent with and will comply with FCC s contractual obligations. 6.4 Policies and Procedures. Hospital agrees to comply with all applicable policies and procedures of FCC. 7. Miscellaneous 7.1. Relationship of the Parties. FCC and Hospital are separate and independent entities. The relationship between FCC and Hospital 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, Hospital and FCC maintain separate and independent management and each has full, unrestricted authority and responsibility regarding its organization and structure. 7.2. 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 Hospital 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. 7.3. Marketing, Advertising and Related Materials. 7.3.1. Advertising. Neither Hospital nor FCC shall use any advertisement and/or printed materials which includes the other s name or which describes or refers to the other s products, unless such advertisement has been approved in writing by the other party in advance of its use or distribution. Notwithstanding the above, Hospital agrees to allow FCC to use Hospital s name and to list the services offered by Hospital in publications to inform current and potential Members of FCC. In addition, FCC agrees to allow Hospital to display reasonable signs or notices indicating Hospital s participation status with FCC. 7.3.2. Marketing. The Parties agree to work together to market Benefit Plans during the course of this Agreement. 7.4. Proprietary Information. Information furnished to Hospital regarding the operation, policies, FCCI MA Hosp 01.09 Page 10

procedures, and programs of FCC constitutes FCC trade secrets that are confidential and/or proprietary information. Hospital will keep such trade secret information confidential and use it solely for the purpose of performing Hospital s duties and obligations under this Agreement or as otherwise authorized by FCC. Upon the termination of this Agreement, Hospital will immediately return to FCC all written or other material containing confidential and proprietary information received by Hospital and will not use any item of confidential and proprietary information after the termination date. 7.5. Assignability and Parties in Interest. This Agreement and the rights and obligations hereunder shall not be assigned, delegated, subcontracted, or otherwise transferred by Hospital without the prior written consent of FCC. FCC will provide written notice to Hospital 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. 7.6. Dispute Resolution. 7.6.1.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. 7.6.2 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. 7.6.3 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. 7.6.4. 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 until one remains. The parties shall, by random lot, determine who shall make the first strike. FCCI MA Hosp 01.09 Page 11

7.6.5. 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. 7.7. Non-Exclusivity. The Parties acknowledge and agree that this Agreement is non-exclusive. Hospital can affiliate or contract with other insurers, managed care or alternative health care delivery organizations, and FCC can affiliate or contract with other providers. During the term of this Agreement, Hospital 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 Hospital to render health care services exclusively to members of such entity or promote such entity to patients of Hospital to the exclusion of any other entity, including FCC. 7.8. Equal Opportunity Clause. 7.8.1. To the extent applicable, Section 202 of Executive Order 11246, as amended from time to time, relating to equal employment opportunities, the implementing rules and regulations of the Secretary of Labor, and all contract clauses and requirements which are applicable and set forth therein are incorporated herein by specific reference. In particular, Hospital hereby certifies that it does not maintain segregated facilities. In making this certification, Hospital incorporates each and all of the provisions of the approved form of certification contained in 41 C.F.R. 60-1.8(b) the same as if such provisions were fully set forth herein and signed by Hospital. 7.8.2. To the extent applicable, Section 503 and 504 of the Rehabilitation Act of 1973 as amended from time to time relating to employment and advancement in employment of qualified handicapped individuals, disabled veterans and veterans of the Vietnam era, the implementing rules and regulations of the Secretary of Labor, and all contract clauses and requirements which are applicable and set forth therein are incorporated herein by specific reference. 7.8.3. To the extent applicable, Section 1 and 3 of Executive Order 11625 as amended from time to time relating to the promotion of minority business enterprises, the implementing rules and regulations of the General Services Administration, and all contract clauses and requirements which are applicable and set forth therein are incorporated herein by specific reference. 7.9. 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. FCCI MA Hosp 01.09 Page 12

7.10. 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. 7.11. 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. 7.12. 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. 7.13. 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. 7.14. 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 Hosp 01.09 Page 13

EXECUTION PAGE In consideration of the mutual promises and covenants contained in the Hospital 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. HOSPITAL Signature: Name: Title: Date: FIRSTCAROLINACARE INSURANCE CO. Signature: Name. Title: Date: Hospital Name and Address: FirstCarolinaCare Insurance Company 42 Memorial Drive Pinehurst, North Carolina 28374 Telephone: (910) 715-1000 Facsimile: (910) 715-8101 Hospital Billing and Payment Address (if different): Hospital Tax ID Number: ATTACHMENTS: ATTACHMENT A REIMBURSEMENT ATTACHMENT B BENEFIT PLANS FCCI MA Hosp 01.09 Page 14

ATTACHMENT A REIMBURSEMENT Reimbursement for Covered Services provided by Hospital will be based on the lower of the Hospital s actual charges or of the applicable Medicare allowable charges, less the Member s applicable coinsurance, copayments and deductibles. ATTACHMENT B Benefit Plans X Local PPO X HMO/POS FCCI MA Hosp 01.09 Page 15