2021-350-EMS-E-WellCare Health Plans of NC Inc-Medicaid managed care

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Page 1 of 48 PARTICIPATING PROVIDER AGREEMENT This Participating Provider Agreement (together with all Attachments and amendments, this “Agreement”) is made and entered by and between Orange County, a local political subdivision of the State of North Carolina (“Provider”) and WellCare Health Plans, Inc. (“WellCare”). This Agreement is effective as of the date designated by WellCare on the signature page of this Agreement (“Effective Date”). For purposes of this Agreement, each of Provider and WellCare may be referred to herein as a “Party” and collectively as the “Parties.” WHEREAS, Provider desires to provide certain health care services to individuals in products offered by or available from or through a Company or Payor (as hereafter defined), and Provider desires to participate in such products as a Participating Provider (as defined herein), all as hereinafter set forth; and WHEREAS, WellCare desires for Provider to provide such health care services to individuals in such products, and WellCare desires to have Provider participate in certain of such products as a Participating Provider, all as hereinafter set forth. NOW, THEREFORE, in consideration of the recitals and mutual promises herein stated, the Parties hereby agree to the provisions set forth below. ARTICLE I - DEFINITIONS When appearing with initial capital letters in this Agreement (including an Attachment), the following quoted and underlined terms (and the plural thereof, when appropriate) have the meanings set forth below. 1.1. “Affiliate” means a person or entity directly or indirectly controlling, controlled by, or under common control with such entity. 1.2. “Attachment” means any document, including an addendum, schedule or exhibit, attached to this Agreement as of the Effective Date or that becomes attached pursuant to Section 2.2 or Section 8.8, all of which are incorporated herein by reference and may be amended from time to time as provided in this Agreement. 1.3. “Clean Claim” has, as to each particular Product, the meaning set forth in the applicable Product Attachment or, if no such definition exists, the Provider Manual. 1.4. “Company” means, as appropriate in the context, WellCare and/or one or more of its Affiliates listed on Schedule D of this Agreement, except those specifically excluded by WellCare. 1.5. “Compensation Schedule” means at any given time the then effective schedule(s) of maximum rates applicable to a particular Product under which Provider and Contracted Providers will be compensated for the provision of Covered Services to Covered Persons. Such Compensation Schedule(s) will be set forth or described in one or more Attachments to this Agreement, and may be included within a Product Attachment. 1.6. “Contracted Provider” means a physician, hospital, health care professional or any other provider of items or services that is employed by or has a contractual relationship with Provider. The term “Contracted Provider” includes Provider for those Covered Services provided by Provider. 1.7. “Coverage Agreement” means any agreement, program or certificate entered into, issued or agreed to by Company or Payor, under which Company or Payor furnishes administrative services or other services in support of a health care program for an individual or group of individuals, and which may include access to one or more of Company’s provider networks or vendor arrangements, except those excluded by WellCare. 1.8. “Covered Person” means any individual entitled to receive Covered Services pursuant to the terms of a Coverage Agreement. DocuSign Envelope ID: 2EC1F0FD-FAF9-4B42-B52E-D419F55A6210