Molina Medicaid Solutions - DHHR

exv10w244.4 Immediate Termination. Notwithstanding any other provision of this Agreement, Health Plan may immediately terminate this Agreementand transfer Member(s) to another provider by giving notice to Provider in the event of any of the following:a. Provider’s license or certificate to render health care services is limited, suspended or revoked, or disciplinary proceedings arecommenced against Provider by the state licensing authority;b. Provider fails to maintain insurance required by this Agreement;c. Provider loses credentialed status;d. Provider becomes insolvent or files a petition to declare bankruptcy or for reorganization under the bankruptcy laws of the UnitedStates, or a trustee in bankruptcy or receiver for Provider is appointed by appropriate authority;e. Health Plan determines that Provider’s facility and/or equipment is insufficient to render Covered Services to Members;f. Provider is excluded from participation in Medicare and state health care programs pursuant to Section 1128 of the Social Security Actor otherwise is terminated as a provider by any state or federal health care program;g. Provider engages in fraud or deception, or knowingly permits fraud or deception by another in connection with Provider’s obligationsunder this Agreement;h. Health Plan determines that health care services are not being properly provided, or arranged for, and that such failure poses a threat toMembers’ health and safety.ARTICLE FIVE — GENERAL PROVISIONS5.1 Indemnification. Each party shall indemnify and hold harmless the other party and its officers, directors, shareholders, employees, agents,and representatives from any and all liabilities, losses, damages, claims, and expenses of any kind, including costs and attorneys’ fees, whichresult from the duties and obligations of the indemnifying party and/or its officers, directors, shareholders, employees,HSA — Hospital Services AgreementMolina ECMS ref# 729 Provider or authorizedMHC v122706 / MHI v091707 representative’s initials:Pacific Hospital of Long BeachPage 14 of 40agents, and representatives under this Agreement.5.2 Relationship of the Parties. Nothing contained in this Agreement is intended to create, nor shall it be construed to create, any relationshipbetween the parties other than that of independent parties contracting with each other solely for the purpose of effectuating the provisions ofthis Agreement. This Agreement is not intended to create a relationship of agency, representation, joint venture, or employment between theparties. Nothing herein contained shall prevent any of the parties from entering into similar arrangements with other parties. Each of theparties shall maintain separate and independent management and shall be responsible for its own operations. Nothing contained in thisAgreement is intended to create, nor shall be construed to create, any right in any third party, including but not limited to Health Plan’sMembers. Nor shall any third party have any right to enforce the terms of this Agreement.5.3 Entire Agreement. This Agreement, together with Attachments and incorporated documents or materials, contains the entire agreementbetween Health Plan and Provider relating to the rights granted and obligations imposed by this Agreement. The contract between the stateand the Health Plan is incorporated herein by reference and shall be the guiding and controlling document when interpreting the terms of thisAgreement. Any prior agreements, promises, negotiations, or representations, either oral or written, relating to the subject matter of thisAgreement are of no force or effect.5.4 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void,or unenforceable, the remaining provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated as aresult of such decision.5.5 Non-exclusivity. This Agreement shall not be construed to be an exclusive Agreement between Health Plan and Provider. Nor shall it bedeemed to be an Agreement requiring Health Plan to refer Members to Provider for health care services.http://sec.gov/Archives/edgar/data/1179929/000095012310025132/a55407exv10w24.htm[1/6/2012 11:13:06 AM]