date of the closing agreement referred to in Article VI, setting forth the final administrative costs for the final period of such term.

Article XXI

INSPECTION AND EVALUATION

A. The Secretary shall have the right to appraise Intermediary and Plan performance under this agreement. The Secretary shall also have the right, at all reasonable times, and upon reasonable notice to the Intermediary to inspect, or otherwise evaluate the work performed or being performed hereunder and the premises in which it is being performed. Pursuant thereto, the Secretary shall have the right to maintain onsite representatives on the premises of the Intermediary and the subcontracting Plans.

B. If any inspection or evaluation is made by the Secretary on the premises of the Intermediary or the Plan, or onsite representatives of the Secretary are maintained on the premises of the Intermediary or Plans, the Intermediary shall provide and shall require his subcontractor to provide all reasonable facilities and assistance for the safety and convenience of the Secretary's representatives in the performance of their duties. All inspections and evaluations by the Secretary's representatives shall be performed in such a manner as will not unduly delay the work. If a written report of such inspection or evaluation is prepared which reflects deficiencies and/or proposes corrective action to be taken by the Intermediary or the Plan, a copy shall be furnished to the Intermediary and the Plan. Any corrective action determined by the Secretary to be taken by the Intermediary or the Plan as a result of such inspection or evaluation shall be communicated directly to the Intermediary and the Plan.

Article XXII
DISPUTES

A. Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by a duly authorized representative of the Secretary who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Intermediary. This decision shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Intermediary mails or otherwise furnishes to the Secretary a written appeal. The decision of the Secretary or his duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Intermediary shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Intermediary shall proceed diligently with the performance of the contract and in accordance with the Secretary's decision.

B. This disputes clause does not preclude consideration of law questions in connection with decisions provided for in paragraph A above: Provided, that nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law. C. Disputes concerning the interpretation or application of Regulations and General Instructions or administrative procedures in connection therewith shall not be subject to the provisions of this Article. In addition, this Article shall not apply to termination of this agreement under Article XXVI, Termination of Agreement.

Article XXIII
APPENDICES

The Appendices A and B attached hereto are a part of this agreement.

Article XXIV

TERM OF AGREEMENT

This agreement shall begin on July 1, 1975, and end on September 30, 1976. It will be automatically renewed for a period of 1 year unless the Intermediary or the Secretary gives written notice of intention not to renew the agreement at least 6 months before the end of the current period. The Secretary shall have the authority to not approve renewal of a Plan subcontract by giving notice to the Intermediary and the Plan at least 6 months prior to the end of the current term of the Plan subcontract.

Article XXV

MODIFICATION AND TERMINATION OF AGREEMENT

A. This agreement may be modified or terminated at any time by mutual consent.

B. If the Secretary finds that because of enactment of P.L. 92-603 or any other subsequent legislative changes, modification of this agreement is necessary to carry out the provisions of the Act, as amended, or to perform experiments and demonstration projects pursuant to legislative enactment, he may modify any of the functions, duties, parts thereof, or any other services to be performed by the Intermediary. Prior to any such modification, the Secretary shall afford the Intermediary an opportunity to consult and participate in planning for adjustments which might be necessary and thereafter provide the Intermediary written notice that the modification is to be made within 90 days after a date specified in the notice.

C. Within 10 days of receipt of the Secretary's notification provided in paragraph B of this Article, the Intermediary may terminate this agreement upon 90 days written notice to the Secretary, and shall not be required to implement any modifications of this agreement provided for in such notification during such 90 day period.

D. Any costs referred to in Article XXVI of this agreement, as being applicable if incurred at the termination of this agreement shall be allowable if incurred in the effectuation of any of the aforementioned provisions.

Article XXVI

TERMINATION OF AGREEMENT

A. The Intermediary may terminate this agreement at any time upon 180 days notice to the Secretary, to the public and to its providers of services.

B. If the Secretary finds, after 60 days notice and opportunity for hearing to the Intermediary, that — (1) The Intermediary failed substantially to carry out this agreement, or

(2) The continuation of some or all of the functions provided for in this agreement is disadvantageous or is inconsistent with the efficient administration of Title XVIII of the Act, the Secretary may terminate this agreement at any time upon 120 days notice to the Intermediary and to its providers of services.

C. If this agreement is terminated by either the Secretary or the Intermediary in any manner provided in this agreement (including non-renewals under Article XXIV) any funds advanced to the Intermediary under this agreement which have not been expended or encumbered in accordance with the terms of this agreement prior to the date the agreement was terminated shall be returned to the Secretary, and any funds determined to be due the Secretary or the Intermediary, after the application of Article VI, shall be paid to such party. Prior to final payment under this agreement, the Intermediary shall execute and deliver an assignment to the Secretary, in such form as he may prescribe, of refunds, rebates, credits, or other amounts (including interest thereon) which are due the Intermediary and which are properly allocable to costs for which the Intermediary has been reimbursed under this agreement. In determining the amount due to either party, reimbursable costs shall be determined in accordance with paragraph B of Article XIII.

D. Any costs referred to under this Article shall be allowable if incurred in the implementation of any of the aforementioned modification provisions.

Article XXVII

CONTINUANCE OF FUNCTIONS AND DUTIES UNDER PRIOR AGREEMENT

It is understood and agreed that the continuance of performance after June 30, 1975, of any function or duty undertaken under the agreement between the Intermediary and the Secretary pursuant to sections 1816 and 1842 of the Act in effect prior to July 1, 1975, shall be deemed to be performed under and subject to the terms of this agreement. It is further understood and agreed that any subcontract entered into by the Intermediary with the approval of the Secretary the term of which extends beyond June 30, 1975, shall remain in full force and effect until the expiration date thereof except where such subcontract shall be terminated prior to the expiration date in accordance with the provisions thereof or where such subcontract shall require further approval by the Secretary in accordance with paragraph F of Article XIV of this agreement.

In Witness Whereof, the parties hereby executed this agreement this day of

1975.

agreement was duly signed for and in behalf of said corporation by authority of its governing body, and

is within the scope of its corporate powers.

19

(CORPORATE SEAL)

HEALTH INSURANCE BENEFITS FOR THE AGED AND DISABLED (Agreement with Intermediary Pursuant to Sections 1816 and 1842 of the Social Security Act, as Amended)

AGREEMENT NO.

AGREEMENT
Between

The Secretary of Health, Education, and Welfare

and

(To carry out the provisions of sections 1816 and 1842 of the Social Security Act, as amended) The Secretary of Health, Education, and Welfare, hereinafter referred to as the Secretary, and

hereinafter referred to as the Intermediary, pursuant to the authority contained in section 1816 and section 1842 of the Social Security Act, as amended (providing for the use of private organizations to facilitate payments required to be made to providers of services and eligible individuals under Part A and Part B of Title XVIII of the Social Security Act, as amended), hereby agree to the following terms: