2005 S Revenue -Blue Cross Blue Shield of North Carolina Ambulance Service Contract

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2.3 Personnel. Provider agrees that all employees and/or independent contractors or other personnel designated by Provider to assist in carrying out Provider's duties and obligations under this Agreement shall be: (i) qualified to perform their designated functions; and (ii) licensed, certified, registered, or otherwise authorized as required by each jurisdiction in which services are provided under this Agreement to perform their designated functions Provider presently maintains personal injury liability insurance in the amount of $1 million per person and $2 million per occurrence and umbrella coverage which provides an additional $4 million of personal injury liability coverage. Provider agrees that it will immediately notify BCBSNC of any change in the insurance coverage maintained by Provider. If the insurance coverage described becomes, in the aggregate, less than $1 million per person and $3 million per occurrence, at the option of BCBSNC, this Agreement may be terminated by BCBSNC upon BCBSNC giving Provider notice of the termination of this Agreement as provided in Section 5 of this Agreement. 2.4 Provider Payment and Billing. Provider agrees that billing and payment by BCBSNC for Covered Services to Members shall be as set forth in Ezhibit 2.4 to this Agreement, which is hereby incorporated by reference into the terms of this Agreement. Provider further agrees that such payment shall fully discharge BCBSNC, the Member, and all third parties, from any and all liability for Provider's charges, including, but not limited to, subrogation and workers' compensation, and that Provider shall not, under any circumstances, bill or otherwise seek payment from BCBSNC, a Member or any third party for Provider's services rendered, including but not limited to subrogation and workers' compensation. Notwithstanding the above, the Provider may bill the Member for: (i) any applicable deductible, copayment or coinsurance; or (ii) any non-Covered Service 2.5 BCBSNC Audit and Inspection. Subject to and consistent with HIPAA privacy laws, Provider agrees that BCBSNC shall have the right, upon request, to audit, inspect, and copy at reasonable times and at no additional charge, financial statements, accounting, administrative and medical records, and any and all other types of records pertaining to or related to the performance and administration of the services and obligations set forth in this Agreement. Subject to and consistent with HIPAA privacy laws, Provider further agrees that BCBSNC has the right to use whatever audit methodology it determines appropriate. BCBSNC's rights set forth in this Section 2.5 shall survive termination of this Agreement. 2.6 BCBSNC Independent Licensee of Association. Provider acknowledges its understanding that this Agreement constitutes a contract between the Provider and BCBSNC, that BCBSNC is an independent corporation operating under a license from the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield plans (the "Association") permitting BCBSNC to use the Blue Cross and/or Blue Shield service mark in the State of North Carolina, and that BCBSNC is not contracting as the agent of the Association. Provider further acknowledges and agrees that it has not entered into this Agreement based upon representations by any person, entity, or organization other than BCBSNC and that no person, entity or organization other than BCBSNC shall be held accountable or liable to the Provider for any of BCBSNC's obligations to Provider set forth in this Agreement. This Section 2.6 shall not create any additional obligations whatsoever on the part of BCBSNC other than those obligations set forth under other provisions of this Agreement. 2.7 Compliance With BCBSNC Policies and Procedures. Provider agrees to comply with, and abide by the decisions of BCBSNC with respect to claims. Provider agrees to comply with and abide by all applicable BCBSNC programs, policies and procedures as maybe enacted and revised from time to time so long as Provider has prior notice of all such applicable BCBSNC programs, policies and procedures. Provider further agrees, upon request, to provide evidence of compliance with the requirements of any and all such BCBSNC programs, policies and procedures. Document # Final Contract 37065-1 5-11-OS.doc - 8/15/97 2