CONTRACT FOR SERVICES

Transcription

1 STATE OF NORTH CAROLINA COUNTY OF GUILFORD CONTRACT FOR SERVICES THIS CONTRACT FOR SERVICES (the Agreement ) is hereby made, entered into this 24th day of February, 2012, to be effective as of the 1 st day of July, 2011 (the Effective Date ), by and between GUILFORD COUNTY, a body politic and corporate of the State of North Carolina, hereinafter referred to as GUILFORD COUNTY, and TRIAD ADULT AND PEDIATRIC MEDICINE, INC., a corporation with a place of business in Greensboro, North Carolina, hereinafter referred to as TAPM, and also known collectively as the Parties. This Agreement will remain in full force and effect for a period as set out below. W I T N E S S E T H : WHEREAS, for the purpose and subject to the terms and conditions hereinafter set forth, GUILFORD COUNTY hereby contracts for the items, goods, service or services of TAPM and TAPM agrees to provide the items, goods, service or services to GUILFORD COUNTY in accordance with the terms of this Agreement; with all such items and/or services to be provided in a competent, workmanlike and professional manner; and WHEREAS, TAPM is a private nonprofit corporation that provides primary and preventive health care services to the residents of Guilford County, along with residents throughout the Triad Region of North Carolina; and WHEREAS, the services of TAPM are available to Guilford County residents regardless of their ability to pay; and, WHEREAS, TAPM is applying to the US Health Resources and Services Administration (HRSA) within the US Department of Health and Human Services (DHHS) for designation as a Federally Qualified Health Center ( FQHC ); and, WHEREAS, GUILFORD COUNTY is the local Government entity charged with providing or assuring necessary preventive and treatment health care services for low income and uninsured children who are residents of Guilford County; and, WHEREAS, GUILFORD COUNTY carries out these preventive and treatment responsibilities through the Guilford County Department of Public Health (the DEPARTMENT ), and had contracted with TAPM to provide a Medical Home for low income and uninsured children in Guilford County through June 30, 2011, and shall verify that continuing relationship on an annual basis through this document; and, 1

2 WHEREAS, TAPM and GUILFORD COUNTY have determined, in furtherance of their respective missions, that accessibility to and continuity of preventive and primary care for pediatric residents of Guilford County would enhance the quality of life in Guilford County. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intended to be legally bound hereby, the Parties agree as follows: SECTION 1: Line of Credit from GUILFORD COUNTY to TAPM. 1.1 GUILFORD COUNTY agrees to make available to TAPM a line of credit of up to $1,500, (One Million Five Hundred Thousand Dollars) for each Contract Year (being defined as the period between July 1 of a calendar year through June 30 of the following calendar year) beginning on the Effective Date (the Credit Line ). TAPM may receive advances against, the Credit Line in each Contract Year by presenting invoices to GUILFORD COUNTY for reimbursement of charges for verified services rendered since the beginning of the subject Contract Year to indigent (meaning living in a family group that earns income at or below 200% of the federal poverty guidelines, as approved by the eligibility process currently in use by TAPM) and uninsured (meaning not being eligible for Medicaid or any other third-party health benefit source, regardless of family income level) pediatric patients who are residents of Guilford County. A patient can be considered pediatric up to the age of 20 years and 11 months. The Credit Line from GUILFORD COUNTY may only be used to pay outstanding unpaid invoices for covered unpaid services as described in Section 1.2 below. TAPM shall execute a Promissory Note in the form of Exhibit C, attached hereto and incorporated herein by reference, for each Contract Year hereunder. As of the date of execution of this Agreement, GUILFORD COUNTY has authorized the Credit Line, and appropriated funds for the Credit Line, for the Contract Year beginning July 1, 2011 and ending on June 30, 2012 only. 1.2 TAPM may invoice GUILFORD COUNTY for reimbursement of clinical services for Guilford County residents such as immunizations, well-child screenings, physical examinations, and such other services listed on Exhibit B-1 attached hereto at TAPM s then current Medicaid reimbursement rate for such services. Such invoices shall include the total number of all uninsured pediatric patients and the total number of all pediatric patients with incomes at or below 200% of the federal poverty level who received health care services as outlined above; details of services rendered to each uninsured and indigent pediatric patient; and the usual and customary Medicaid reimbursement rate that would be payable to TAPM s organization type as requested in Section GUILFORD COUNTY will, in turn, verify the information submitted by TAPM in accordance with Exhibit A (HHS Sliding Fee Scale Poverty Guidelines and 2

3 Medicaid fee schedule; note Sections VII, VIII, and IX of the Exhibit). If all documentation is in order, GUILFORD COUNTY will approve the invoice for payment, and payment will be made directly to TAPM. 1.4 TAPM may prepare an invoice to forward to GUILFORD COUNTY each month that contains all services rendered; however, if TAPM utilizes the full amount of the Credit Line over less than the entire Contract Year, then GUILFORD COUNTY will not be obligated, nor will it approve, any payment amount above the amount of the Credit Line available for the remainder of the Contract Year. 1.5 This Agreement is subject to annual appropriation of funds by the Guilford County Board of Commissioners (the Board ) pursuant to N.C.G.S. Chapter 153A-13. To the extent that funding in an amount of $1,500,000 or greater is not appropriated for a Contract Year, or the Credit Line in such amount is not made available to TAPM on the terms and conditions set forth herein for any Contract Year, TAPM may terminate this Agreement at the beginning of such Contract Year. Notwithstanding anything to the contrary in this Agreement, TAPM shall not be required to provide any services under this Agreement for any Contract Year in which the Credit Line in the amount of $1,500,000 or greater is not provided to TAPM under this Agreement. SECTION 2: DUE DATES FOR INVOICES AND PAYMENT. 2.1 With the exception of charges for services rendered from July 1, 2011 February 1, 2012 through the execution date of this Agreement ( Prior Charges ), TAPM must invoice GUILFORD COUNTY by the 20 th day of the month for the provision of allowed reimbursable services in the prior month. All Prior Charges must be invoiced within 20 days of the execution of this Agreement. 2.2 Upon receipt of TAPM s invoices and proper documentation that the goods and/or services have been delivered or provided by TAPM in accordance with this Agreement, GUILFORD COUNTY shall mail any reimbursement checks to TAPM within twenty (20) days of GUILFORD COUNTY s receipt of TAPM s invoice. SECTION 3: COST-SAVINGS MEASURES TO BE UNDERTAKEN BY TAPM. 3.1 GUILFORD COUNTY acknowledges that TAPM is a non-profit medical care institution operating as a health care provider for indigent and uninsured children and adults with limited revenues. TAPM has begun implementation of the measures as outlined in Exhibit B-2 effective February 1, GUILFORD COUNTY requires that cost saving measures outlined in Exhibit B-2 become effective as of February 1, 2012, with the exception of item 8 which will be fully implemented as of the end of April, TAPM agrees to notify GUILFORD COUNTY promptly if the cost saving measures outlined in Exhibit B-2 are discontinued or are altered materially at any time during the term of this Agreement, but TAPM, acting with authority from 3

4 its Board of Directors, shall retain exclusive control over the management and operation of TAPM s business. SECTION 4: TERM. TAPM shall continue to receive a new Credit Line each Contract Year (subject to Section 1.5 of this Agreement) until June 30, 2015, unless this Agreement is terminated earlier in accordance with its terms. It is acknowledged by all Parties that certain obligations, including but not limited to repayment of any notes evidencing the Credit Line(s), may extend beyond the term of this Agreement. SECTION 5: AMENDMENTS. The terms of this Agreement may only be modified or amended with a written Amendment executed by both Parties hereto. SECTION 6: TERMINATION. 6.1 This Agreement may be terminated by either Party with a one hundred twenty (120) day written notice to the other Party. 6.2 Either Party may, upon written notice provided to the other Party, terminate this Agreement if the other Party commits a material breach of its obligations under this Agreement. However, if the breach is capable of being cured within thirty (30) days, this right shall not be exercised unless the breaching Party has been given written notice of the breach and has failed to cure such breach within thirty (30) days of receiving notice. This cure period shall be shortened if a shorter period is required by any governmental authority, or if a shorter period is required to avoid either Party being out of compliance with applicable law. The term material breach includes, but is not limited to, any attempt by TAPM to access a Credit Line other than for purposes permitted by this Agreement, or any failure by GUILFORD COUNTY to make an advance under the Credit Line in accordance with the terms of this Agreement. 6.3 This Agreement shall terminate automatically upon thirty (30) days prior written notice by GUILFORD COUNTY to TAPM if TAPM ceases providing comprehensive preventive and primary care services. 6.4 This Agreement shall terminate automatically if TAPM ceases to qualify as a taxexempt organization under Section 501(c)(3) of the Internal Revenue Code. 6.5 This Agreement shall terminate automatically upon thirty (30) days prior written notice by GUILFORD COUNTY to TAPM if TAPM ceases to serve all patients referred by GUILFORD COUNTY for which TAPM is required to provide care by law, regardless of any patient s ability to pay. 4

5 6.6 Subsequent to termination of this Agreement, TAPM shall continue to be obligated to repay any funds borrowed in accordance with the terms herein; however, should TAPM application for status as a FQHC New Access Program be rejected, all amounts advanced under any Credit Line shall immediately be forgiven by GUILFORD COUNTY notwithstanding any prior termination of this Agreement for any reason. SECTION 7: NOTICES. All notices pursuant to this Agreement shall be in writing and delivered personally or mailed by certified mail, registered mail, postage prepaid, with return receipt requested, at the addresses appearing below, but each Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of three (3) days after mailing. Brenda Jones Fox, County Manager GUILFORD COUNTY P.O. Box West Market Street Greensboro, NC Brian Ellerby, Executive Director/CEO TRIAD ADULT AND PEDIATRIC MEDICINE, INC. North Elm Street Greensboro, NC Merle Green, Health Director GUILFORD COUNTY DEPARTMENT OF PUBLIC HEALTH 1203 Maple Street, 3 rd Floor Greensboro, NC SECTION 8: INDEPENDENT CONTRACTOR/INDEMNIFICATION. TAPM shall operate as an independent contractor for all purposes. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the COUNTY and either TAPM or any employee or agent of TAPM. TAPM is an independent contractor and not an employee, agent, joint venturer or partner of GUILFORD COUNTY or the DEPARTMENT. The Parties agree to each be solely responsible for their own acts or omissions in the performance of each of their individual duties hereunder, and shall be financially and legally responsible for all liabilities, costs, damages, expenses and attorney fees resulting from, or attributable to any and all of their individual acts or omissions to the extent allowable by law. SECTION 9: PROVIDER SERVICES TAPM shall assume responsibility for providing TAPM s employed and contracted clinical personnel, including the providers, with medical direction services in accordance with all TAPM policies and procedures, including, but not limited to, TAPM S health care, quality improvement, finance, and personnel policies and 5

6 procedures. During the term of this Agreement, TAPM and all providers providing services pursuant to this Agreement shall, as applicable: A. comply with applicable standards of professional practice and have customary narcotics and controlled substance authorizations; B. comply with all applicable federal, state and local laws, rules and regulations; C. provide requested financial information, including certified audit statements; D. be and remain eligible to participate in Medicaid, Medicare, and any other third party healthcare payer with which TAPM participates, unless the payer refuses to credential the individual; and E. refrain from engaging in any action that may adversely affect such individual s ability to provide services pursuant to this Agreement, including, without limitation, losing her/her licensure, certification, or ability to meet qualifications required hereunder TAPM, through its Executive Director/CEO, shall exercise general oversight authority over the providers performance of any obligations required by this Agreement, and shall exercise ultimate authority over: A. determining whether a provider meets TAPM S credentialing requirements and the scope of TAPM clinical privileges and his/her continuing maintenance of such privileges; B. interpreting the applicability of each TAPM policy, procedure, standard, and protocol to its providers, and determining whether a provider s performance satisfactorily and consistently complies with such policies, procedures, standards, and protocols; C. determining each provider s work schedule, including his/her hours and productivity criteria, in accordance with this Agreement. SECTION 10: FREEDOM OF CHOICE. Subject to any valid third party payers restriction(s), clinicians employed by or contracting with TAPM, including the providers, shall retain sole and absolute discretion to refer to, and to advise patients that they may request referral to, any health care professional best meeting the health requirements of such patients, based on the professional judgment of TAPM. Subject to reasonable capacity constraints, TAPM agrees to serve all pediatric patients referred by GUILFORD COUNTY, regardless of any patient s ability to pay. SECTION 11: CONTRACTS WITH OTHER PARTIES. 6

7 TAPM retains the authority to contract with other parties, if, and to the extent that, TAPM S Executive Director/CEO reasonably determines that such contracts are necessary in order to implement TAPM S policies and procedures, or as otherwise may be necessary to ensure appropriate collaboration with other local providers (as required by 42 U.S.C. Section 330(k)(3)(B)) to enhance patient freedom of choice, and/or to enhance accessibility, availability, quality, and comprehensiveness of care. SECTION 12: THIRD PARTY BENEFICIARIES. Nothing herein is intended or shall be construed as creating any rights for any person or entity not a Party hereto. SECTION 13: ASSIGNMENT. Neither Party may assign, delegate, or transfer this Agreement, or its rights and obligations hereunder, without the other Party s express, prior written consent. Any assignment attempted without such consent shall be void. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their duly authorized transferees, successors, and assigns. If TAPM should undergo merger, acquisition, bankruptcy or any change in their ownership or their name for any reason, TAPM must immediately notify GUILFORD COUNTY in writing of these changes and provide GUILFORD COUNTY with legal documentation supporting these changes, such as an Assumption Agreement, Bill of Sale, Articles of Incorporation, Articles of Amendment, sales contract, merger documents, etc. Further, TAPM will submit the name and address of the assuming Provider s registered agent for service of process and/or all notices required under this Agreement. SECTION 14: SEVERABILITY. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the Parties intention. All remaining provisions of this Agreement shall remain in full force and effect. SECTION 15: FORCE MAJEURE. Neither Party shall be liable to the other Party for any failure or delay caused by events beyond such Party s control and not due to its own negligence, provided that such Party uses commercially reasonable efforts to resume performance as soon as reasonably practicable. The non-performing Party shall notify the other Party of the force majeure event within twenty-four (24) hours of the onset thereof. In the event that a force majeure event precludes TAPM from performing services and/or providing goods for a period of ten (10) consecutive business days, GUILFORD COUNTY shall have the right to: (a) procure replacement goods and/or services from an alternative source and/or (b) terminate the Agreement or portion(s) of Agreement upon written notice to TAPM. SECTION 16: HEADINGS AND CONSTRUCTION. 7

8 Inclusion of titles of paragraphs or section headings, capitalization of certain words or phrases and/or bold face typestyle of certain words or phrases in this Agreement are for convenience purposes only and shall not be used to interpret or construe the provisions of this Agreement. The terms Contract and Agreement have the same meaning and may be used interchangeably throughout this document. The terms Attachment, Exhibit and Addendum have the same meaning and may be used interchangeably throughout this document. SECTION 17: ENTIRE AGREEEMENT. This Agreement and Promissory Note, including the Exhibits, Attachments and/or Addendums, if any, sets forth the entire Agreement between the Parties with respect to the subject matter hereof. All prior conversations or writings between the Parties hereto or their representatives with respect to the subject matter hereof are merged within and extinguished. This Agreement shall not be modified except by a written Amendment subscribed to by both Parties. Except for any specific provision(s) being amended, this Agreement shall remain in full force and effect after such Amendment. SECTION 18: APPLICABLE LAW. This Agreement is made pursuant to and shall be governed by the laws of the State of North Carolina, as well as all applicable federal laws, regulations, and policies, including, but not limited to, all laws, rules, policies, and other terms applicable to TAPM S status as an FQHCLA (Federally Qualified Health Center Look Alike). Should such laws be amended so as to modify this Agreement, such amendment shall be incorporated herein and be immediately effective between the Parties. In providing services pursuant to this Agreement, each Party shall comply with the following requirements, as applicable: The Civil Rights Act of 1964 and all other federal, state or local laws, rules and orders prohibiting discrimination, and consistent with the foregoing, the Parties shall comply with Executive Order 11246, entitled Equal Employment Opportunity, as amended by Executive Order 11375, and as supplemented by U.S. Department of Labor regulations at 41 C.F.R. Part 60; All applicable standards, orders, and regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C et seq.) and the Federal Water Pollution Control Act. (33 U.S.C et seq.), as amended; and The certification requirements of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352), as applicable. Each Party hereby certifies that it is not an Ineligible Person which is defined for purposes of this section to mean an entity that (i) is debarred, suspended or otherwise excluded from Medicaid, Medicare and/or any other applicable federal or state healthcare program (42 U.S.C. 1320a-7(a)), or (ii) has been convicted or a criminal 8

9 offense that falls within the ambit of 42 U.S.C. 1320a-7(a), but has not been excluded, debarred, suspended, or otherwise declared ineligible. TAPM shall promptly notify GUILFORD COUNTY upon receipt of any Notice, whether or not official, that TAPM or one of its providers, or Administrative Staff Member, has become or may become an Ineligible Person during the term of this Agreement. If a provider or Administrative Staff Member becomes an Ineligible Person, such Ineligible Person shall be removed from performing any duties pursuant to this Agreement. SECTION 19: AUTHORITY. Each signatory to this Agreement represents and warrants that he or she possesses all necessary capacity and authority to act for, sign, and bind the respective entity on whose behalf he or she is signing. WITNESS the following signatures and seals, all pursuant to authority duly granted, effective as of the 1st day of July, The Parties hereto have executed this Agreement in duplicate originals, with one original being retained by each Party. GUILFORD COUNTY ATTEST: By: Brenda Jones Fox, County Manager GUILFORD COUNTY DEPARTMENT OF PUBLIC HEALTH By: Merle Green, Public Health Director Clerk to Board APPROVED AS TO CONTENT: Health Department Representative This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act.,Finance Director TRIAD ADULT AND PEDIATRIC MEDICINE, ATTEST: INC. By: Brian Ellerby, Executive Director/CEO Corporate Secretary (CORPORATE SEAL) 9

10 EXHIBIT A SECTION VII: GRID FOR CALCULATING PATIENT COST REIMBURSEMENT: Triad Adult and Pediatric Medicine, Inc. Pediatric Services report Table 1 Users by age (undup) (c84)/month July Total - Table 2 Visits by Age(duplicated) (C84)/Month July Total - Utilization rate Table 3 Visit Type(duplicated) (service report c84)/month July Well - Sick - Specialty Consults and other (including speech, SW) - Total - Table 4 New Patients (C84)/month July 10

11 Wendover - High Point - Spring Valley - Total - Table 5 Users by Payer(undup) (C84)/month July Medicaid - Medicaid pending - 3rd Party Insurance - Healthchoice - Sliding Fee Scale/Private Pay - Total - Table 6 Disenroll/month July For cause - Total - Table 7 Referrals/month July Hospital Admissions - Agencies - Health Department - Specialist - Take Charge Weight Initiative - Social Work - Adolescent Clinic; includes TOTS - Psychiatry/Psychology/Behavioral - Speech and Hearing - Total - 11

12 SECTION VIII: US DHHS POVERTY GUIDELINES: 2011 HHS Poverty Guidelines Persons in Family 48 Contiguous States and D.C. Alaska Hawaii 1 $10,890 $13,600 $12, ,710 18,380 16, ,530 23,160 21, ,350 27,940 25, ,170 32,720 30, ,990 37,500 34, ,810 42,280 38, ,630 47,060 43,270 For each additional person, add 3,820 4,780 4,390 SOURCE: Federal Register, Vol. 76, No. 13, January 20, 2011, pp

13 Section IX: US DHHS POVERTY GUIDELINES SHOWING 200% FPL: 2011/2012 HHS Poverty Guidelines For all states (except Alaska and Hawaii) and for the District of Columbia Size of family unit 100 Percent of Poverty 116 Percent of Poverty 150 Percent of Poverty 200 Percent of Poverty 1 $10,890 $12,632 $16,335 $21,780 2 $14,710 $17,064 $22,065 $29,420 3 $18,530 $21,495 $27,795 $37,060 4 $22,350 $25,926 $33,525 $44,700 5 $26,170 $30,357 $39,255 $52,340 6 $29,990 $34,788 $44,985 $59,980 7 $33,810 $39,220 $50,715 $67,620 8 $37,630 $43,651 $56,445 $75,260 For family units with more than 8 members, add $4,431 for each additional person at 116 percent of poverty. Note: For optional use in FFY 2011 and mandatory use in FFY 2012 SECTION X: RECORDS MAINTENANCE AND AUDIT. TAPM shall maintain all accounts, books, ledgers journals and records in accordance with general accepted accounting principles, practices and procedures. GUILFORD COUNTY shall have access to TAPM administrative, business and financial records for purposes of determining overall revenues and expenditures. TAPM will cause to be performed an annual audit by an independent certified public accountant with a copy of such audit being submitted to the GUILFORD COUNTY Internal Audit Department by December 31 of each calendar year. 13

14 EXHIBIT B-2 1. Suspend the intake of new uninsured adult (age +21) patients into the practice; only exceptions will be the continued acceptance of homeless and hospital discharges. The change is necessary due to the loss of county funding that subsidized our practice for our care of the uninsured adult residents of Guilford County, North Carolina. 2. Suspend Saturday clinics until further notice. 3. Eliminate all Overtime. 4. Eliminate all non-local travel for all staff. 5. Freeze all vacant non-clinical positions. 6. Reduce the number of days the HealthServe Northeast office is open. 7. Eliminate contracts with HP area specialists where TAPM continues the payment of medical services provided by private specialists for any TAPM patient seen by the specialist(s). 8. Initiate the provision of pharmacy services to Medicaid patients. 14

15 $1,500, EXHIBIT C (page 1) PROMISSORY NOTE FOR VALUE RECEIVED, TRIAD ADULT AND PEDIATRIC MEDICINE, INC., a North Carolina non-profit corporation (the Borrower ) promises to pay to the order of GUILFORD COUNTY, a body politic and corporate of the State of North Carolina (the Lender ), at its offices in Greensboro, NC, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000.00), or such lesser amount as may be advanced to the Borrower by Lender under this Note from time to time, with interest from the date hereof computed daily on the outstanding balance at the rate of zero percent (0.0%) per annum on the unpaid balance until paid or until default. All payments to be made hereunder shall be made in lawful money of the United States of America and in immediately available funds. This Note is executed pursuant to that certain Contract for Services dated as of February 24, 2012, between the Borrower and the Lender (the Agreement ). This Note shall mature on February 1, 2016, at which time the entire unpaid principal balance then outstanding shall be paid in full. Notwithstanding anything to the contrary herein, in the event the Borrower has less than 180 days of Operating Cash (as defined below) on February 1, 2016 (or on such earlier date as payment under this Note shall be required or declared) (the Maturity Date ), any and all amounts due from the Borrower under this Note or under the Agreement shall be forgiven and any payment obligation of the Borrower under this Note or the Agreement shall be of no further force or effect. In the event during any calendar month the Borrower has more than 180 days of Operating Cash, and also has sufficient earnings to make a payment of at least $25, during such calendar month without significant reduction in operations and services as they existed during the term of the Agreement, then during such month the Borrower shall make a payment of $25, of principal on this Note (or such lesser amount of principal outstanding on this Note at such time); provided, however, that this provision shall not require the Borrower to make more than one $25,000 payment in any calendar month. As used herein, the term Operating Cash shall mean operating cash as shown on the financial statements of the Borrower, and shall exclude any and all grant funds. This Credit Line may only be used to pay outstanding unpaid invoices for covered unpaid services, as set out in Section of the Contract for Services. If the Note has not been forgiven as provided above, and the Borrower is otherwise unable to make payment upon the Maturity Date, then the Executive Director or Chair of the Board of the Borrower may approach the County Manager of the Lender or their 15

16 designee to demonstrate the Borrower s financial situation (with written documentation such as a Certified Audit or monthly Balance sheets) and request a forgiveness or lessening of the amount of loan payback due or extension of this repayment, the Lender will consider such request in good faith. In the event of (a) default in payment hereunder as the same becomes due, which default it not cured within thirty (30) days from the due date; (b) default under any of the terms of the Agreement, which default is not cured within thirty (30) days after written notice to Borrower; or (c) a bankruptcy or similar state or federal insolvency claim is filed with respect to the Borrower, or such a claim is filed against Borrower, and such claim remains unstayed for thirty (30) days, then the Lender may without further notice, declare the acceleration of the remainder of the principal sum, and such sum shall be immediately due and payable without presentation, demand, protest, or notice of any kind, all of which are hereby waived by Borrower. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower will pay, in addition to principal and interest, if any, all costs of collection, including, without limitation, reasonable attorneys fees and expenses. Notwithstanding anything to the contrary herein or in the Agreement, any provision requiring the Borrower s payment of the Lender s attorneys fees shall be mean the reasonable attorneys fees incurred by Lender based on the customary charges of such attorneys to the public for actual hours worked, and shall not be calculated with reference to any statutory presumption. Notwithstanding any other provision contained herein, no provision of this Note shall require or permit the collection from the Borrower of interest in excess of the maximum rate or amount that the Borrower may be required or permitted to pay pursuant to any applicable law. TRIAD ADULT AND PEDIATRIC MEDICINE, ATTEST: INC. By: Brian Ellerby, Executive Director/CEO Corporate Secretary (CORPORATE SEAL) 16

17 GUILFORD COUNTY NORTH CAROLINA I hereby certify that Brian Ellerby, Executive Director/CEO, and, Corporate Secretary, appeared before me this day, each acknowledging to me that he or she signed the foregoing Promissory Note. WITNESS my official hand and seal, this the day of, My Commission Expires:. Notary Public Printed Name: (Official Seal) 17