R2007-236 AUTHORIZING AGREEMENT WITH BLUE CROSS BLUE SHIELD OF ILLINOIS

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� � . , , . � SECTION 23:DISPUTE RESOLUTION/ARBITRATION 23.1 Initial negotiation. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the procedures specified in this Section 23,which shall be the sole and exclusive procedures for the resolution of any such disputes.All negotiations pursuant to this Section 23 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 23.2 Deferring to arbitration/selecting an arbitrator. In the event the parties fail to agree with respect to any matter covered herein,the question in dispute shall be submitted for arbitration in Illinois. The arbitrator shall be selected as follows: a. Upon declaration by one of the parties hereto that a deadlock exists,the parties shall select an arbitrator; b• If no appointment is made within thirty(30)days after the deadlock is declared and the amount in contest is in excess of$200,the American Arbitration Association shall recommend an arbitrator;or �• If no appointment is made within thirty(30)days after the deadlock is declared and the amount in question is$200 or less,the Claim Administrator shall select an independent third party to be the arbitrator. 23.3 Expectations. The arbitrator will submit a decision within thirty (30) days after appointment or as soon as reasonably feasible and such decision shall be binding on the parties hereto.Arbitration expenses will be shared by the parties.All other expenses(legal,incidental,etc.)shall be borne by the losing party or,if both parties prevail,be apportioned by the arbitrator to each party.Arbitration proceedings will be governed by the Rules of the American Arbitration Association then in effect. SECTION 24: OBLIGATION TO CONTINUE PERFORMANCE Except as provided otherwise in this Agreement, each party is required to continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. SECTION 25:NOTICES ' 25.1 How to notify. All notices given under this Agreement must be in writing and shall be deemed to have been given for all purposes when personally delivered and received or when deposited in the United States mail, first-class postage prepaid, and addressed to the parties at their respective addresses or when transmitted by facsimile via their respective facsimile numbers as indicated in the most current Fee Schedule specifications of E�chibit 2 of this Agreement. 25.2 Change of address. Each party may change such notice mailing and/or transmission information upon Timely prior written notification to the other party. SECTION 26: SEVERABILITY Should any provision(s) contained in this Agreement be held to be invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall be construed in their entirety as if separate and apart from the invalid,illegal or unenforceable provision(s)unless such construction were to materially change the terms and conditions of this Agreement. SECTION 27: ENFORCEMENT I Any delay or inconsistency in the enforcement of any part of this Agreement shall not constitute a waiver of any rights with I respect to the enforcement of this Agreement at any future date nor shall it limit any remedies which may be sought in any action to enforce any provision of this Agreement. -15-