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If there is an inconsistency between any of the provisions of this Agreement and the provider manual(s) then
<br />this Agreement shall govern. In addition, if there is an inconsistency between the terms of this Agreement
<br />and the terms provided in any attachment to this Agreement, then the terms provided in that attachment shall
<br />govern.
<br />9.6 Force Maieure. Neither party shall be deemed to be in violation of this Agreement if such party is prevented
<br />from performing any of his/her/its obligations hereunder due to natural or man-made disasters, including fire,
<br />flood, earthquake, terrorism, or any similar unforeseeable act beyond its reasonable control, acts of any public
<br />enemy, statutory or other laws, regulations, rules, orders, or actions of the federal, state, or local government
<br />or any agency thereof.
<br />9.7 Compliance with Regulatory Requirements. Wellpoint and Provider agree to comply with all applicable
<br />Regulatory Requirements, as amended from time to time, relating to their obligations under this Agreement,
<br />and maintain in effect all permits, licenses and governmental and board authorizations and approvals as
<br />necessary for business operations. Provider warrants that as of the Effective Date, he/she/it is and shall
<br />remain licensed and certified for the term of this Agreement in accordance with all Regulatory Requirements
<br />(including those applicable to utilization review and Claims payment) relating to the provision of Health
<br />Services to Members. Provider shall supply evidence of such licensure, compliance and certifications to
<br />Wellpoint upon request. If there is a conflict between this section and any other provision in this Agreement,
<br />then this section shall control.
<br />9.7.1 In addition to the foregoing, Provider warrants and represents that at the time of entering into this
<br />Agreement, neither he/she/it nor any of his/her/its employees, contractors, subcontractors, principals
<br />or agents are ineligible, excluded, suspended, terminated or debarred from participating in a
<br />Government Program ("Ineligible Person"). Provider shall remain continuously responsible for
<br />ensuring that his/her/its employees, contractors, subcontractors, principals or agents are not
<br />Ineligible Persons. If Provider or any employees, subcontractors, principals or agents thereof
<br />becomes an Ineligible Person after entering into this Agreement or otherwise fails to disclose
<br />his/her/its Ineligible Person status, Provider shall have an obligation to (1) immediately notify
<br />Wellpoint of such Ineligible Person status and (2) within ten (10) days of such notice, remove such
<br />individual from responsibility for, or involvement with, Provider's business operations related to this
<br />Agreement.
<br />9.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
<br />of Washington, unless such state laws are otherwise preempted by federal law. However, coverage issues
<br />specific to a Health Benefit Plan are governed by the state laws where the Health Benefit Plan is issued,
<br />unless such state laws are otherwise preempted by federal law.
<br />9.9 Intent of the Parties. It is the intent of the parties that this Agreement is to be effective only in regards to their
<br />rights and obligations with respect to each other; it is expressly not the intent of the parties to create any
<br />independent rights in any third party or to make any third party a third party beneficiary of this Agreement,
<br />except to the extent specified in the Payment in Full and Hold Harmless section of this Agreement, or in a
<br />Participation Attachment(s).
<br />9.10 Non -Exclusive Participation. None of the provisions of this Agreement shall prevent Provider or Plan from
<br />participating in or contracting with any provider, preferred provider organization, health maintenance
<br />organization/health insuring corporation, or any other health delivery or insurance program. Provider
<br />acknowledges that Plan does not warrant or guarantee that Provider will be utilized by any particular number
<br />of Members.
<br />9.11 Notice. Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in
<br />writing and shall be delivered by hand, facsimile, electronic mail, or mail. Notice shall be deemed to be
<br />effective: (a) when delivered by hand, (b) upon transmittal when transmitted by facsimile transmission or by
<br />electronic mail, (c) upon receipt by registered or certified mail, postage prepaid, (d) on the next business day
<br />if transmitted by national overnight courier, or (e) if sent by regular mail, five (5) days from the date set forth
<br />on the correspondence. Unless specified otherwise in writing by a party, Wellpoint shall send Provider notice
<br />to an address that Wellpoint has on file for Provider, and Provider shall send Wellpoint notice to Wellpoint's
<br />address as set forth in the provider manual(s). Notwithstanding the foregoing, and unless otherwise required
<br />by Regulatory Requirements, Wellpoint may post updates to its provider manual(s) and Policies on its web
<br />site.
<br />Washington Enterprise Provider Agreement PCs 13 1183932156
<br />02024 July— Wellpoint Washington, Inc. 05/0512025
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