PROVIDER-GROUP AGMT-CLINICAL SERV WITH MERCY CARE.PDF

PROVIDER GROUP AGREEMENT
The term of this Provider Group Agreement (the "Agreement") by and between Southwest Catholic Health
Network Corporation dba Mercy Care Plan and Mercy Care Advantage, on behalf of itself and its Affiliates
(hereinafter “Company”), and Maricopa County dba Maricopa County Department of Public Health
(hereinafter "Group"), shall commence effective August 01, 2016 (the “Effective Date”). Company and Group may
be referred to individually as a “Party” and collectively as the “Parties.” The Regulatory Compliance Addendums
attached to this Agreement as Exhibit A and B, are expressly incorporated into this Agreement and is binding upon
the Parties. In the event of any inconsistent or contrary language between the Regulatory Compliance Addendum
and any other part of this Agreement, including but not limited to exhibits, attachments or amendments, the Parties
agree that the provisions of the Regulatory Compliance Addendum shall prevail.
WHEREAS, Company administers Plans for Government Sponsors that provide access to health care
services to Members or arranges for the provision of health care services to Members of Government Programs; and
WHEREAS, Company contracts with certain health care providers and facilities to provide access to such
health care services to Members; and
WHEREAS, Participating Group Providers provide health care services to patients within the scope of their
licensure or accreditation; and
WHEREAS, Company and Group mutually desire to enter into an arrangement whereby Group and
Participating Group Providers will become Participating Providers and will render health care services to Members;
and
WHEREAS, in return for the provision of health care services by Participating Group Providers, Company
will pay Group for Covered Services under the terms of this Agreement; and
WHEREAS, Group understands and agrees that Government Sponsors or other government entities may
require certain changes to the terms of this Agreement before Group and Participating Group Providers can provide
services to Members under the terms of any Plans that are awarded, by the Government Sponsors, to Company.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, promises and
undertakings herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:
1.0 DEFINITIONS
When used in this Agreement, all capitalized terms shall have the following meanings:
Affiliate. Any corporation, partnership or other legal entity directly or indirectly owned or controlled by, or which
owns or controls, or which is under common ownership or control with Company.
Clean Claim. A claim that can be processed without obtaining additional information from the Group who provided
the service or from a third party, except that it shall not mean a claim submitted by or on behalf of a Group who is
under investigation for fraud or abuse, or a claim that is under review for medical necessity; provided, further, unless
otherwise required by law or regulation, a claim which (a) is submitted within the proper timeframe as set forth in
this Agreement and (b) has (i) detailed and descriptive medical and patient data, (ii) a corresponding referral
(whether in paper or electronic format), if required for the applicable claim, (iii) whether submitted via an electronic
transaction using permitted standard code sets (e.g., CPT-4, ICD-9, HCPCS) as required by the applicable Federal or
state regulatory authority (e.g., U.S. Dept. of Health & Human Services, U.S. Dept. of Labor, state law or
regulation) or otherwise, all the data elements of the UB-04 or CMS-1500 (or successor standard) forms (including
but not limited to Member identification number, national provider identifier (“NPI”), date(s) of service, complete
and accurate breakdown of services), and (c) does not involve coordination of benefits, and (d) has no defect or error
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(including any new procedures with no CPT code, experimental procedures or other circumstances not contemplated
at the time of execution of this Agreement) that prevents timely adjudication.
Coinsurance. A payment a Member is required to make under a Plan which is determined as a percentage of the
lesser of: (a) the rates established under this Agreement; or (b) Participating Group Provider’s usual, customary and
reasonable billed charges.
Confidential Information. Any information that identifies a Member and is related to the Member’s participation in
a Plan, the Member’s physical or mental health or condition, the provision of health care to the Member or payment
for the provision of health care to the Member. Confidential Information includes, without limitation, “individually
identifiable health information,” as defined in 45 C.F.R. § 160.103.
Copayment. A charge required under a Plan that must be paid by a Member at the time of the provision of Covered
Services, or at such other time as determined by Participating Group Provider and which is expressed as a specific
dollar amount.
Covered Services. Those health care services for which a Member is entitled to receive coverage under the terms
and conditions of a Plan. The Parties agree that Company is obligated to pay for only those Covered Services that
are determined to be medically necessary, as determined in accordance with the Member’s applicable Plan.
Covering Provider. A Participating Provider designated by a Participating Group Provider to provide Covered
Services to Members when a Participating Group Provider is unavailable (e.g. out of the office or on vacation).
Deductible. An amount that a Member must pay for Covered Services during a specified coverage period in
accordance with the Member’s Plan before benefits will be paid.
Effective Date. Defined in first paragraph of this Agreement.
Emergency Medical Condition. A medical condition manifesting itself by acute symptoms of sufficient severity
(including severe pain) such that a prudent layperson, who possesses an average knowledge of health and medicine,
could reasonably expect the absence of immediate medical attention to result in: (a) placing the health of the
individual (or, with respect to a pregnant woman, her pregnancy or health or the health of her fetus) in serious
jeopardy; (b) serious impairment to bodily functions; or (c) serious dysfunction of any bodily organ or part; or such
other definition as may be required by applicable law.
Emergency Services. Covered Services furnished by a qualified provider and necessary to evaluate or stabilize an
Emergency Medical Condition.
Government Programs. Plans operated and/or administered by Company pursuant to a State Contract.
Government Sponsor. A state agency or other governmental entity authorized to offer, issue and/or administer one
or more Plans, and which, to the extent applicable, has contracted with Company to administer all or a portion of
such Plan(s).
Group. Defined in first paragraph of this Agreement.
Group Provider. A duly licensed and qualified physician who is employed by, or who is a partner or shareholder, of
Group.
Initial Term. Defined in Section 6.1 of this Agreement.
Material Change. Any change in Policies that could reasonably be expected, in Company’s determination, to have a
material adverse impact on (i) Group’s reimbursement for Provider Services or (ii) administration of Group’s
practice.
Medically Necessary or Medical Necessity. Health care services that a physician or other applicable health care
provider, exercising prudent clinical judgment, would provide to a patient for the purpose of preventing, evaluating,
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diagnosing or treating an illness, injury, disease or its symptoms, and that are (a) in accordance with generally
accepted standards of medical practice; (b) clinically appropriate, in terms of type, frequency, extent, site and
duration, and considered effective for the patient’s illness, injury or disease; and (c) not primarily for the
convenience of the patient, physician or other health care provider and not more costly than an alternative service or
sequence of services at least as likely to produce equivalent therapeutic or diagnostic results as to the diagnosis or
treatment of that patient’s illness, injury or disease. For these purposes, “generally accepted standards of medical
practice” means standards that are based on credible scientific evidence published in peer-reviewed medical
literature generally recognized by the relevant medical community, or otherwise consistent with physician specialty
society recommendation and the views of physicians practicing in relevant clinical areas and any other relevant
factors.
Member. An individual covered by or enrolled in a Plan.
Participating Provider. Any physician, hospital, hospital-based physician, skilled nursing facility, mental health
and/or substance abuse professional (which shall include psychiatrists, psychologists, social workers, psychiatric
nurses, counselors, family or other therapists or other mental health/substance abuse professionals), or other individual
or entity involved in the delivery of health care or ancillary services who or which has entered into and continues to
have a current valid contract with Company to provide Covered Services to Members, and, where applicable, has
been credentialed by Company or its designee consistent with the credentialing policies of Company or its designee,
as applicable. Certain categories of Participating Providers may be referred to herein more specifically as, e.g.,
“Participating Physicians” or “Participating Hospitals.”
Participating Group Provider. A Group Provider who has been accepted as a Participating Provider by Company.
Party. Company or Group and Participating Group Providers, as applicable. Company and Participating Group
Providers may be referred to collectively as the “Parties.”
Provider Services. Defined in Section 2.1 of this Agreement.
Plan. A Member’s health care benefits as set forth in the State Contract. Such Plans are listed in the Program
Participation Schedule attached hereto and made a part hereof.
Policies. The policies and procedures promulgated by Company which relate to the duties and obligations of the
Parties under the terms of this Agreement, including, but not limited to: (a) quality improvement/management; (b)
utilization management, including, but not limited to, precertification of elective admissions and procedures,
concurrent review of services and referral processes or protocols; (c) pre-admission testing guidelines; (d) claims
payment review; (e) member grievances; (f) Provider credentialing; (g) electronic submission of claims and other
data required by Company; and (h) any applicable participation criteria required by the State in connection with the
Government Programs. Policies also include those policies and procedures set forth in the Company’s and/or
Government Sponsor’s manuals (as modified from time to time) as Company determines appropriate in its sole
discretion; clinical policy bulletins made available via Company’s internet web site; and other policies and
procedures, whether made available via a password-protected web site for Participating Providers (when available),
by letter, newsletter, electronic mail or other media.
Post-Stabilization Care Services. Covered Services relating to an Emergency Medical Condition that are provided
after a Member is stabilized in order to maintain the stabilized condition, or, under circumstances defined in federal
regulations, to improve or resolve the Member’s condition, pursuant to 42 CFR §422.113(c)(1), Social Security Act
§1852(d)(2) and 42 CFR §438.114(a).
Proprietary Information. Any and all information, whether prepared by a Party, its advisors or otherwise, relating to
such Party or the development, execution or performance of this Agreement whether furnished prior to or after the
Effective Date. Proprietary Information includes but is not limited to, with respect to Company, the development of
a pricing structure, (whether written or oral) all financial information, rate schedules and financial terms which
relate to Group and which are furnished or disclosed to Group by Company. Notwithstanding the foregoing, the
following shall not constitute Proprietary Information:
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(a) information which was known to a receiving Party (a “Recipient”) prior to receipt from the other Party (a
“Disclosing Party”) (as evidenced by the written records of a Recipient);
(b) information which was previously available to the public prior to a Recipient’s receipt thereof from a
Disclosing Party;
(c) information which subsequently became available to the public through no fault or omission on the part
of a Recipient, including without limitation, the Recipient’s officers, directors, trustees, employees,
agents, contractors and other representatives;
(d) information which is furnished to a Recipient by a third party which a Recipient confirms, after due
inquiry, has no confidentiality obligation, directly or indirectly, to a Disclosing Party; or
(e) information which is approved in writing in advance for disclosure or other use by a Disclosing Party.
Specialty Program. A program for a targeted group of Members with certain types of illnesses, conditions, cost or
risk factors.
Specialty Program Providers. Those hospitals, physicians and other providers that have been identified or
designated by Company or the Government Sponsor to provide Covered Services associated with a Specialty
Program.
State Contract. Company’s contract(s) with Government Sponsors to administer Plans or Government Programs
identified in the Program Participation Schedule.
2.0 GROUP AND PARTICIPATING GROUP PROVIDER SERVICES AND OBLIGATIONS
2.1 Provision of Services.
Group shall provide to Members, through Participating Group Providers, those Covered Services which are
within the scope of the respective Participating Group Provider’s license and certification to practice
(“Provider Services”). Participating Group Providers may not provide any Covered Services to Members
unless and until Participating Group Providers have been fully credentialed and approved by Company or its
designee.
2.2 Non-Discrimination and Equitable Treatment of Members.
Group and Participating Group Providers agree to provide Provider Services to Members with the same
degree of care and skill as customarily provided to Participating Group Providers’ patients who are not
Members, according to generally accepted standards of practice. Group and Participating Group Providers
and Company agree that Members and non-Members should be treated equitably. Group and Participating
Group Providers agree not to discriminate against Members on the basis of race, gender, creed, ancestry,
lawful occupation, age, religion, marital status, sexual orientation, mental or physical disability, color,
national origin, place of residence, health status, source of payment for services, cost or extent of Provider
Services required, or any other grounds prohibited by law or this Agreement.
2.3 Federal Law.
Company is a Federal contractor and an Equal Opportunity Employer which maintains an Affirmative Action
Program. To the extent applicable to Group, Group, on behalf of itself and any subcontractors, agrees to
comply with the following, as amended from time to time: Title XIX of the federal Social Security Act, 42
U.S.C. 1396 et seq., and regulations promulgated thereunder, Executive Order 11246, the Vietnam Era
Veterans Readjustment Act of 1974, the Drug Free Workplace Act of 1988, Section 503 of the Rehabilitation
Act of 1973, Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, Title IX of the
Education Amendments of 1972 (regarding education programs and activities); the Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”) administrative simplification rules at 45 CFR parts
160, 162, and 164, the Americans with Disabilities Act of 1990, Federal laws, rules and regulations designed
to prevent or ameliorate fraud, waste, and abuse, including, but not limited to, applicable provisions of
Federal criminal law, the False Claims Act (31 U.S.C. 3729 et. seq.), and the anti-kickback statute (Section
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1128B(b) of the Social Security Act) and any similar laws, regulations or other legal mandates applicable to
recipients of federal funds and/or transactions under or otherwise subject to any government contract of
Company.
2.4 Referrals.
To the extent required by the terms of the applicable Plan, Group shall refer or admit Members only to
Participating Providers for Covered Services, and shall furnish such Participating Providers with complete
information on treatment procedures and diagnostic tests performed prior to such referral or admission. In
addition, to the extent possible, Group shall refer Members with out of network benefits, if any, to
Participating Providers. Group shall be liable for any expenses resulting from a referral to a non-Participating
Provider that Company did not pre-certify in advance, as permitted by applicable law.
2.5 Group and Participating Group Provider Representations.
2.5.1 General Representations. Group represents, warrants and covenants, as applicable, that: (a) it and
Participating Group Providers have, and shall maintain throughout the term of this Agreement all
appropriate license(s) and certification(s) mandated by governmental regulatory agencies, which for
each Participating Group Provider shall include, without limitation, DEA certification, certification to
participate in the Medicaid and Medicare programs, and an unrestricted license to practice medicine in
the state(s) in which such Participating Group Provider maintains offices and provides Provider
Services to Members; (b) each Participating Group Provider is board certified or board eligible in the
Specialty for which they provide Provider Services; (c) it and Participating Group Providers are, and
will remain throughout the term of this Agreement, in compliance with all applicable Federal and state
laws and regulations related to this Agreement and the services to be provided hereunder, including,
without limitation, statutes and regulations related to fraud, abuse, discrimination, disabilities,
confidentiality, self-referral, false claims and prohibition of kickbacks; (d) each Participating Group
Provider has and shall maintain throughout the term of this Agreement unrestricted hospital privileges
at a Participating Hospital; (e) it is legally authorized to negotiate on behalf of Participating Group
Providers and to bind those Participating Group Providers to abide by the terms of this Agreement, as
amended from time to time; (f) this Agreement has been executed by its duly authorized
representative; and (g) executing this Agreement and performing its obligations hereunder shall not
cause Group nor Participating Group Providers to violate any term or covenant of any other agreement
or arrangement now existing or hereinafter executed.
2.5.2 Qualified Personnel. Group also represents that Group and Participating Group Providers have
established an ongoing quality assurance/assessment program which includes, but is not limited to,
credentialing of employees and subcontractors. Group shall supply to Company the relevant
documentation, including, but not limited to, internal quality assurance/assessment protocols, state
licenses and certifications, Federal agency certifications and/or registrations upon request. Group
further represents that all personnel employed by, associated or contracted with Group and
Participating Group Providers who treat Members: (a) are and shall remain throughout the term of this
Agreement appropriately licensed and/or certified and supervised (when and as required by state and
Federal law), and qualified by education, training and experience to perform their professional duties;
and (b) shall act within the scope of their licensure or certification, as the case may be. Company may
audit Group and Participating Group Providers compliance with this section upon prior written notice.
2.5.3 Government Program Representations. Company has or shall seek contracts to serve beneficiaries of
Government Programs. To the extent Company participates in a specific Government Program, Group
and Participating Group Providers agree, on behalf of themselves and any subcontractors of Group or
Participating Group Providers, to be bound by all rules and regulations of, and all requirements
applicable to, such Government Programs. Group and Participating Group Providers acknowledge and
agree that all provisions of this Agreement shall apply equally to any employees, independent
contractors and subcontractors of Group and Participating Group Providers who provide or may
provide Covered Services to Members of Government Programs, and Group and Participating Group
Providers represent and warrant that Group and Participating Group Providers shall cause such
employees, independent contractors and subcontractors to comply with this Agreement, the State
Contract, and all applicable laws, rules and regulations and perform all requirements applicable to
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Government Programs. Any such subcontract or delegation shall be subject to prior written approval
by Company. With respect to Members of Government Programs, Group and Participating Group
Providers acknowledge that compensation under this Agreement for such Members constitutes receipt
of Federal funds. Group and Participating Group Providers agree that all services and other activities
performed by Group and Participating Group Providers under this Agreement will be consistent and
comply with the obligations of Company and/or Government Sponsor under its contract(s) with CMS,
and any applicable state regulatory agency, to offer Government Programs. Group and Participating
Group Providers further agree to allow Government Sponsor, CMS, any applicable state regulatory
agency, and Company to monitor Group and Participating Group Providers’ performance under this
Agreement on an ongoing basis in accordance with applicable laws, rules and regulations. Group and
Participating Group Providers acknowledge and agree that Company may only delegate its activities
and responsibilities under the State Contract or any Company contract(s) with Government Sponsor,
CMS and any applicable regulatory agency, to offer Government Programs in a manner consistent with
applicable laws, rules and regulations, and that if any such activity or responsibility is delegated by
Company to Group and Participating Group Providers, the activity or responsibility may be revoked if
Government Sponsor, CMS or Company determine that Group and Participating Group Providers have
not performed satisfactorily.
2.5.4 Suspension or Debarment. Group represents, warrants and covenants, as applicable, that it and each
Participating Group Provider:
a. Has not within a three year period preceding the proposal submission been convicted or
had a civil judgment rendered against him/her/it for commission of fraud or criminal
offense in performing a public transaction or contract (local, state or federal) or
commission of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements or receiving stolen property; and
b. Is not presently indicted for or otherwise criminally or civilly charged by a governmental
entity with the commission of any of the above offenses; and
c. Has not within a five year period preceding execution of this Agreement had one or more
public transactions terminated for cause or fault; and
d. Is not excluded, debarred or suspended from participation in any government-sponsored
program including, but not limited to, Government Programs, the Medicaid program in
any state or Medicare; and
e. Will immediately report any change in the above status to Company; and
f. Will maintain all appropriate licenses to perform its duties and obligations under the
Agreement.
2.6 Participating Group Providers.
Notwithstanding any contrary interpretation of this Agreement or of any contracts between Group and
Participating Group Providers, Group acknowledges and agrees that all provisions of this Agreement
applicable to Group shall apply with equal force to Participating Group Providers, unless clearly applicable
only to Group. Group agrees that it is Group's responsibility to assure that the obligations of Participating
Group Providers under this Agreement are fully satisfied, that Group will take all steps necessary to cause
Participating Group Providers to comply with and perform the terms and conditions of this Agreement, and
that Group's failure to do so shall constitute a material breach of this Agreement by Group. Group agrees,
and shall require Participating Group Providers to agree, that in the event of any inconsistency between this
Agreement and any contracts entered into between Group and Participating Group Providers, the terms of this
Agreement shall control. Upon request by Company, Group shall provide copies of its contracts with
Participating Group Providers, if any, to Company. Group agrees that each Participating Group Provider
shall execute an Individual Provider Addendum with Company in the form attached hereto.
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2.7 Group Capacity.
If Company determines at any time that Members' access to Participating Group Providers is unacceptable
due to any reduction in the number of Participating Group Providers, or any change in the types or geographic
mix of Participating Group Providers, Company may request that Group take corrective action acceptable to
Company within thirty (30) days. If Group fails to take such corrective action within such thirty (30) day
period, Company may terminate this Agreement as provided in Section 6.3.
2.8 Group Providers' Information.
Group shall provide to Company a complete list of Participating Group Providers, including names, office
addresses, office hours, telephone and facsimile numbers, and area of practice or specialty. Group shall
notify Company in writing within ten (10) business days of its acquiring knowledge of any change in this
information. Group shall provide to Company at least one hundred twenty (120) days prior notice (or, if
Group does not receive at least one hundred twenty (120) days notice, then such notice as Group actually
receives of the termination of Group's relationship with a Participating Group Provider. Group shall obtain a
completed credentialing application to become a Participating Group Provider from each Group Provider, and
shall, at Company's request, make available to Company any credentialing material held by or accessible to
Group. Group shall obtain all necessary releases from Group Providers to permit Group to release said
credentialing files to Company, and Company shall be entitled to presume that such releases have been
obtained.
2.9 Group and Participating Group Providers' Insurance.
2.9.1 Group’s Insurance. During the term of this Agreement, Group agrees to procure and maintain such
policies of general and professional liability and other insurance, or a comparable program of self-
insurance, at minimum levels as required by state law or, in the absence of a state law specifying a
minimum limit, an amount customarily maintained by Group in the state or region in which the Group
operates. Such insurance coverage shall cover the acts and omissions of Group as well as those Group
and Participating Group Providers’ agents and employees. Group agrees to deliver certificates of
insurance or other documentation as appropriate to show evidence of such coverage to Company upon
request. Group agrees to make best efforts to provide to Company at least thirty (30) days advance
notice, and in any event will provide notice as soon as reasonably practicable, of any cancellation or
material modification of said policies.
2.9.2 Participating Group Providers’ Insurance. During the term of this Agreement, each Participating
Group Provider agrees to procure and maintain such policies of general and professional liability and
other insurance, or a comparable program of self-insurance, at minimum levels as required by state law
or, in the absence of a state law specifying a minimum limit, an amount customarily maintained by
Group in the state or region in which the Group operates. Such insurance coverage shall cover the acts
and omissions of Participating Group Provider as well as Participating Group Provider’s agents and
employees. Participating Group Provider agrees to deliver certificates of insurance or other
documentation as appropriate to show evidence of such coverage to Company upon request.
Participating Group Provider agrees to make best efforts to provide to Company at least thirty (30)
days advance notice, and in any event will provide notice as soon as reasonably practicable, of any
cancellation or material modification of said policies.
2.10 Program Participation.
Group and Participating Group Providers agree to participate in the Plans and other health benefit programs
listed on the Program Participation Schedule. Company reserves the right to introduce and designate
Group’s participation in new Plans, Specialty Programs and other programs during the term of this
Agreement and will provide Group with written notice of such new Plans, Specialty Programs and other
programs and the associated compensation. To the extent that Company establishes and/or participates in a
provider Pay-for-Performance incentive program or Performance Improvement Programs, Group agrees to
comply with and participate in such program.
Nothing herein shall require that Company identify, designate or include Group and Participating Group
Providers as a preferred participant in any specific Plan for which Company provides incentives based upon
the use of selected Participating Providers, Specialty Program or other program; provided, however, Group
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and Participating Group Providers shall accept compensation in accordance with this Agreement for the
provision of any Covered Services to Members under a Plan, Specialty Program or other program in which
Group and Participating Group Providers have agreed to participate hereunder.
2.11 Consents to Release Medical Information.
Group and Participating Group Providers covenant that they will obtain from Members to whom Provider
Services are provided, any necessary consents or authorizations to the release of Information and Records to
Company, Government Sponsors, their agents and representatives in accordance with any applicable Federal
or state law or regulation or this Agreement.
2.12 Encounter Data.
For those services for which Group is compensated, Group and Participating Group Providers agree to
provide Company with encounter data by type of Provider Service rendered to Members in the form and
manner as specified by Company. There shall be no restrictions on Company’s use of such encounter data.
Furthermore, Company is under no obligation to return such encounter data to Group or Participating Group
Providers.
Company is or may be required to obtain encounter data from Group and Participating Group Providers for
Members, and Group and Participating Group Providers agree to provide complete and accurate encounter
data to Company for Members that conforms to all standards and requirements set forth in applicable laws,
rules and regulations, Government Sponsor and/or CMS instructions that apply to encounter data. Group and
Participating Group Providers certify, based on best knowledge, information and belief, that any encounter
data that Group and Participating Group Providers submit to Company for Members is accurate, complete
and truthful. Group and Participating Group Providers agree to immediately notify Company if any
encounter data that was submitted to Company for Members is erroneous, and follow procedures established
by Company to correct erroneous encounter data to ensure Company’s compliance with applicable laws, rules
and regulations, and Government Sponsor and CMS instructions.
Group and Participating Group Providers further agree to maintain accurate, legible and complete medical
record documentation for all encounter data submitted to Company for Members in a format that meets
all standards and requirements set forth in applicable laws, rules, regulations, and/or Government Sponsor
and CMS instructions, and allows any governmental authorities with jurisdiction or their designees
(“Government Officials”) to, in part: (1) confirm that the appropriate diagnoses codes and level of specificity
are documented ; (2) verify the date of service is documented and within the encounter data collection period;
and (3) confirm that the appropriate provider’s signature and credentials are present (“Medical Records”).
Group and Participating Group Providers agree to provide Company and Government Officials, or their
designees, with medical records and any other information or documentation required by Government
Officials for the validation of encounter data ("Audit Data"). Group and Participating Group Providers agree
to provide Company with Audit Data within the timeframe established by Company to ensure Company’s
compliance with deadlines imposed by Government Officials for the submission of Audit Data. In the event
that Government Sponsor or CMS conducts a review that includes the validation of encounter data submitted
by Group or Participating Group Providers, Company will submit to Group and Participating Group
Providers, as applicable, a copy of the Government Sponsor or CMS written notice of such review, along
with a written request from Company for Audit Data.
3.0 COMPANY OBLIGATIONS
3.1 Company’s Covenants.
Company or Government Sponsors shall provide the following: a means for Members to identify themselves
to Participating Group Providers (e.g., identification cards), an explanation of Group’s payments, a general
description of products, a listing of Participating Providers, and timely notification of Material Changes in
this information. Company shall provide Group and Participating Group Providers with a means to check
eligibility. Company shall include Group and Participating Group Providers in the Participating Provider
directory or directories for the Plans, Specialty Programs and products in which Group and Participating
Group Providers are Participating Providers, including when Group and Participating Group Providers are
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designated as preferred participant, and shall make said directories available to Members. Company reserves
the right to determine the content of Provider directories.
3.2 Company Representations.
Company represents and warrants that: (a) this Agreement has been executed by its duly authorized
representative; and (b) executing this Agreement and performing its obligations hereunder shall not cause
Company to violate any term or covenant of any other agreement or arrangement now existing or hereinafter
executed.
The parties acknowledge that one or more state governmental authorities may recommend or require that
various Company agreements, including this Agreement, be executed prior to the issuance to Company of
one or more approvals, consents, licenses, permissions or other authorizations from governmental authorities
with jurisdiction over the subject matter of this Agreement, or which Company deems to be necessary or
desirable in its sole discretion (collectively, a “License”). Group agrees that all Company obligations to
perform, and all rights of Group, under this Agreement are expressly conditioned upon the receipt of all
Licenses. Failure of Company to obtain any License shall impose no liability on Company under this
Agreement.
3.3 Company's Insurance.
Company at its sole cost and expense agrees to procure and maintain such policies of general and/or
professional liability and other insurance (or maintain a self-insurance program) as shall be necessary to
insure Company and its employees against any claim or claims for damages arising by reason of personal
injuries or death occasioned directly or indirectly in connection with the performance of any service by
Company under this Agreement and the administration of Plans.
4.0 CLAIMS SUBMISSIONS, COMPENSATION AND MEMBER BILLING
4.1 Claim Submission and Payment.
4.1.1 Obligation to Submit Claims. Group agrees to submit Clean Claims to Company for Provider Services
rendered to Members by Participating Group Providers. Group agrees to submit claim and encounter
data related to a Member enrolled in a Government Program in the form and manner as specified by
Company and Group certifies that any such data is accurate, complete and truthful. Group and
Participating Group Providers will make best commercial efforts to submit a minimum of eighty-five
percent (85%) of its Member claims electronically to Company. Group and Participating Group
Providers represent that, where necessary, they have obtained signed assignments of benefits
authorizing payment for Providers Services to be made directly to Group. For claims Group submits
electronically, Group shall not submit a claim to Company in paper form unless Company requests
paper submissions or fails to pay or otherwise respond to electronic claims submission in accordance
with the time frames required under this Agreement or applicable law or regulation. Group agrees that
Company, or the applicable Government Sponsor, will not be obligated to make payments for billings
received more than one hundred eighty (180) days (or such other period required by applicable state
law or regulation) from (a) the date of service or, (b) the date of receipt of the primary payer’s
explanation of benefits when Company is the secondary payer. Company may waive this requirement
if Group provides notice to Company, along with appropriate evidence, of other extraordinary
circumstances outside the control of Group that resulted in the delayed submission. In addition, unless
Group notifies Company of its payment disputes within one hundred eighty (180) days, or such other
period as required by applicable state law or regulation, of receipt of payment from Company, such
payment will be considered full and final payment for the related claims. If Group does not timely bill
Company or Government Sponsors, or dispute any payment, timely as provided in this Section 4.1.1,
Group’s claim for payment will be deemed waived and Group will not seek payment from Government
Sponsors, Company or Members. Group shall pay on a timely basis all Participating Providers,
employees, independent contractors and subcontractors who render Covered Services to Members of
Company’s Plans for which Group is financially responsible pursuant to this Agreement.
MCP Maricopa Provider Group Agreement 01.16 Page 9 of 23

Group agrees to permit claim editing to the primary procedure those services considered part of,
incidental to, or inclusive of the primary procedure and to allow Company to make other adjustments
for inappropriate billing or coding (e.g., rebundling, duplicative procedures or claim submissions,
mutually exclusive procedures, gender/procedure mismatches, age/procedure mismatches). To the
extent Group is billing on a CMS 1500 form, as of the Effective Date, in performing adjustments for
inappropriate billing or coding, Company utilizes a commercial software package (as modified by
Company for all Participating Providers in the ordinary course of Company’s business) which
commercial software package relies upon Government Programs and other industry standards in the
development of its rebundling logic.
Subject to applicable law: (i) Company may update internal payment systems in response to additions,
deletions, and changes to Government Sponsor, CMS, or other industry source codes without obtaining
any consent from Group, Participating Group Providers, or any other party, and Company will provide,
at the written request of Group, a copy of the fee schedule in effect at the time of such request; (ii)
Company shall not be responsible for communicating such routine changes of this nature, and will
update any applicable payment schedules on a prospective basis within ninety (90) days from the date
of publication or such longer period as Company determines appropriate in its sole discretion; and (iii)
Company shall have no obligation to retroactively adjust claims.
4.1.2 Company Obligation to Pay for Covered Services. Company shall make payments to Group for
Covered Services on a timely basis consistent with the claims payment procedure described at 42
U.S.C. § 1396a(a)(37)(A). Company agrees to pay Group for non-capitated Covered Services
rendered to Members according to the lesser of (i) Group’s actual billed charges or (ii) the rates set
forth in the Services and Compensation Schedule, attached hereto and made a part hereof. Company
must pay ninety percent (90%) of all such Clean Claims from Group within thirty (30) days following
actual receipt; provided, further, Company must pay ninety-nine percent (99%) of all Clean Claims
from Group within ninety (90) days following actual receipt. Group and Participating Group Providers
will make best commercial efforts to utilize online explanation of benefits or electronic remittance of
advice (or combination thereof) and electronic funds transfer in lieu of receiving paper equivalents to
the extent such services are available from Company. Company reserves the right to recoup any
overpayment or payment made in error (e.g., a duplicate payment or payment for services rendered by
Group to a patient who was not a Member and amounts identified through routine investigative
reviews of records or audits) against any other monies due to Group under this Agreement.
In the event that Group identifies any overpayments by Company, Group shall, as required under
Section 6402(a) of the Patient Protection and Affordable Care Act, report and return any and all such
overpayments to Company within sixty (60) days of Group’s identification of any and all such
overpayments. In addition, when reporting and returning any such overpayments by Company, Group
must provide Company with a written reason for the overpayment (e.g., excess payment under
coordination of benefits, etc.).
To the extent, if any, that the compensation under certain Plans is in the form of capitation payments or
a case-based rate methodology, Group acknowledges the financial risks to Group of this arrangement
and has made an independent analysis of the adequacy of this arrangement. Group, therefore, agrees
and covenants not to bring any action asserting the inadequacy of these arrangements or that Group
was in any way improperly induced by Company to accept the rate of payment, including, but not
limited to, causes of actions for damages, rescission or termination alleging fraud or negligent
misrepresentation or improper inducement. Furthermore, to the extent that the compensation under
certain Plans is in the form of capitation payments or a case-based methodology and Participating
Group Provider utilizes the services of a Covering Provider, Group agrees to hold Company,
Government Sponsor, Affiliates, and Members harmless against any and all claims by such Covering
Provider related to or arising out of payment for Covered Services rendered to Members. Group
understands that if Company makes payment to such Covering Provider under the circumstances
described above, Company may recoup against future payments the amount paid to such Covering
Provider.
MCP Maricopa Provider Group Agreement 01.16 Page 10 of 23

Complaints or disputes concerning payments for the provision of services as described in this
Agreement shall be subject to the Company’s grievance resolution system.
4.1.3 Eligibility Determinations. Company shall have the right to recover payments made to Group if the
payments are for services provided to an individual who is later determined to have been ineligible
based upon information that is not available to Company at the time the service is rendered or
authorization is provided.
4.1.4 Group's Payment to Participating Group Providers. Group shall be financially responsible for payment
to all Participating Group Providers who render Covered Services to Members. Group shall require all
Participating Group Providers who render such services to look solely to Group for payment. In
addition, Group shall be financially responsible for payment to any other physicians who render
Covered Services to Members when Group has been compensated on a capitated basis, if any, for such
services. Group shall pay on a timely basis all Participating Group Providers and other physicians who
render Covered Services for which Group is financially responsible hereunder. Company shall
forward any claims it receives for payment for such services to Group. Company reserves the right to
pay any Participating Provider or other provider for Covered Services for which Group is financially
responsible and for which a valid, undisputed invoice, or portion thereof, is outstanding for more than
fourteen (14) days beyond its due date, except that Company need not wait fourteen (14) days if Group
has engaged in a pattern of late payments in the past. Company may deduct any such payments from
any and all amounts due and payable to Group hereunder.
4.1.5 Utilization Management. Company utilizes systems of utilization review/quality improvement/peer
review to promote adherence to accepted medical treatment standards and to encourage Participating
Providers to minimize unnecessary medical costs consistent with sound medical judgment and in
accordance with applicable law. To further this end, Participating Group Providers agree, consistent
with sound medical judgment and in accordance with applicable law:
(a) To participate, as requested, and to abide by Company’s utilization review, patient management,
quality improvement programs, and all other related programs (as modified from time to time) and
decisions with respect to all Members.
(b) To comply with Company’s pre-certification and utilization management requirements for all
elective admissions and other Covered Services.
(c) To regularly interact and cooperate with Company’s nurse case managers.
(d) To utilize Participating Providers to the fullest extent possible, consistent with sound medical
judgment.
(e) To abide by all Company’s credentialing criteria and procedures, including site visits and medical
chart reviews, and to submit to these processes biannually, annually, or otherwise, when
applicable.
(f) To obtain advance authorization from Company prior to any non-Emergency Service admission,
and in cases where a Member requires an Emergency Service hospital admission or Post-
stabilization Care Services, to notify Company, both in accordance with Company’s Policies then
in effect.
Except when a Member requires Emergency Services, Group and Participating Group Providers agree to
comply with any applicable precertification and/or referral requirements under the Member’s Plan prior to the
provision of Provider Services. Group and Participating Group Providers agree to notify Company of all
admissions of Members, and of all services for which Company requires notice, upon admission or prior to
the provision of such services. For those Members who require services under a Specialty Program, Group
and Participating Group Providers agree to work with Company in transferring the Member’s care to a
Specialty Program Provider.
MCP Maricopa Provider Group Agreement 01.16 Page 11 of 23

4.2 Coordination of Benefits.
Except as otherwise required under applicable Federal, state law or regulation or a Plan, when Company or a
Government Sponsor is secondary payer under applicable coordination of benefit principles, and payment
from the primary payer is less than the compensation payable under this Agreement without coordination of
benefits, then Company or Government Sponsor will pay Group the lesser of (i) the copayment, coinsurance
and deductible amount for the Covered Services as reported on the explanation of benefits of the primary
payer, or (ii) the amount of the difference between the amount paid by the primary payer and the
compensation payable under this Agreement, absent other sources of payment. Notwithstanding any other
provision of this paragraph, if payment from the primary payer is greater than or equal to the compensation
payable under this Agreement without coordination of benefits, neither Company, Government Sponsor nor
the applicable Member (in accordance with Section 4.3.2 below) shall have any obligation to Group.
Notwithstanding anything to the contrary in this section, in no event shall Group collect more than Medicare
allows if Medicare is the primary payer. Medicaid is never the primary payer.
4.3 Member Billing.
4.3.1 Permitted Billing of Members. Group may bill or charge Members only in the following
circumstances: (a) applicable Copayments, Coinsurance and/or Deductibles, if any, not collected at the
time that Covered Services are rendered; and (b) for services that are not Covered Services only if: (i)
the Member’s Plan provides and/or Company confirms that the specific services are not covered; (ii)
the Member was advised in writing prior to the services being rendered that the specific services may
not be Covered Services; and (iii) the Member agreed in writing to pay for such services after being so
advised. Group acknowledges that Company’s denial or adjustment of payment to Group based on
Company’s performance of utilization management as described in Section 4.1.4 or otherwise is not a
denial of Covered Services under this Agreement or under the terms of a Plan, except if Company
confirms otherwise under this Section 4.3.1. Group may bill or charge individuals who were not
Members at the time that services were rendered.
4.3.2 Holding Members Harmless. Group and Participating Group Providers hereby agree that in no event,
including, but not limited to the failure, denial or reduction of payment by Company, insolvency of
Company or breach of this Agreement, shall Group or Participating Group Providers bill, charge,
collect a deposit from, seek remuneration or reimbursement from, or have any recourse (i) against
Members or persons acting on their behalf (other than Company) or (ii) any settlement fund or other
res controlled by or on behalf of, or for the benefit of, a Member for Covered Services. This provision
shall not prohibit collection of Copayments, Coinsurance, or Deductibles made in accordance with the
terms of the applicable Plan. Group and Participating Group Providers further agree that this Section
4.3.2: (a) shall survive the expiration or termination of this Agreement regardless of the cause giving
rise to termination and shall be construed for the benefit of Members; and (b) supersedes any oral or
written contrary agreement or waiver now existing or hereafter entered into between Group and
Participating Group Providers and Members or persons acting on their behalf.
To protect Members, Group and Participating Group Providers agree not to seek or accept or rely upon
waivers of the Member protections provided by this Section 4.3.
5.0 COMPLIANCE WITH POLICIES
5.1 Policies.
Group and Participating Group Providers agree to accept and comply with Policies of which Group knows or
reasonably should have known (e.g., Clinical Policy Bulletins or other Policies made available to Group and
Participating Group Providers). Group and Participating Group Providers will utilize the electronic real time
HIPAA compliant transactions, including but not limited to, eligibility, precertification and claim status
inquiry transactions to the extent such electronic real time features are utilized by Company. Company may
at any time modify Policies. Company will provide notice by letter, newsletter, electronic mail or other
media, of Material Changes. Failure by Group to object in writing to any Material Change within thirty (30)
days following receipt thereof constitutes Group’s acceptance of such Material Change. In the event that
Group reasonably believes that a Material Change is likely to have a material adverse financial impact upon
Group’s practice, Group agrees to notify Company in writing, specifying the specific bases demonstrating a
MCP Maricopa Provider Group Agreement 01.16 Page 12 of 23

likely material adverse financial impact, and the Parties will negotiate in good faith an appropriate
amendment, if any, to this Agreement. Notwithstanding the foregoing, at Company’s discretion, Company
may modify the Policies to comply with applicable law or regulation, or any order or directive of any
governmental agency, without the consent of Group, and the Policies shall be deemed to be automatically
amended to conform with all laws and regulations promulgated at any time by any state or federal regulatory
agency or authority having supervisory authority over this Agreement. Group and Participating Group
Providers agree that noncompliance with any requirements of this Section 5.1 or any Policies will relieve
Company or Government Sponsors and Members from any financial liability for the applicable portion of the
Group Services.
5.2 Notices and Reporting.
To the extent neither prohibited by law nor violative of applicable privilege, Group and Participating Group
Providers agree to provide notice to Company, and shall provide all information reasonably requested by
Company regarding the nature, circumstances, and disposition, of: (a) any litigation or administrative action
brought against Group and Participating Group Providers or any of its employees or affiliated providers
which is related to the provision of health care services and could have a material impact on the Provider
Services provided to Members; (b) Company requirements regarding reporting of self-referrals, loss of
licensure or accreditation, and claims by governmental agencies or individual regarding fraud, abuse, self-
referral, false claims, or kickbacks; and (c) any material change in services provided by Group and
Participating Group Providers or licensure status related to such services; and (d) to maintain Information and
Records in accordance with the requirements of Exhibit A. Group agrees to use best efforts to provide
Company with prior notice of, and in any event will provide notice as soon as reasonably practicable notice
of, any actions taken by or against Group or Participating Group Providers described in this Section 5.2.
5.3 Information and Records.
5.3.1 Maintenance of Information and Records. Group and Participating Group Providers agree (a) to
maintain Information and Records (as such terms are defined in Section 5.3.2) in a current, detailed,
organized and comprehensive manner and in accordance with customary medical practice,
Government Sponsor directives, applicable Federal and state laws, and accreditation standards; (b) that
all Member medical records and Confidential Information shall be treated as confidential and in
accordance with applicable laws; (c) to maintain such Information and Records for the longer of six (6)
years after the last date Provider Services were provided to Member, or the period required by
applicable law or Government Sponsor directives. This Section 5.3.1 shall survive the termination of
this Agreement, regardless of the cause of the termination.
5.3.2 Access to Information and Records. Group and Participating Group Providers agree that (a) Company
(including Company’s authorized designee) and Government Sponsors shall have access to all data and
information obtained, created or collected by Group and Participating Group Providers related to
Members and necessary for payment of claims, including without limitation Confidential Information
(“Information”); (b) Company (including Company’s authorized designee), Government Sponsors and
Federal, state, and local governmental authorities and their agents having jurisdiction, upon request,
shall have access to all books, records and other papers (including, but not limited to, contracts,
medical and financial records and physician incentive plan information) and information relating to
this Agreement and to those services rendered by Participating Group Providers to Members
(“Records”); (c) consistent with the consents and authorizations required by Section 2.12 hereof,
Company or its agents or designees shall have access to medical records for the purpose of assessing
quality of care, conducting medical evaluations and audits, and performing utilization management
functions; (d) applicable Federal and state authorities and their agents shall have access to medical
records for assessing the quality of care or investigating Member grievances or complaints; and (e)
Members shall have access to their health information as required by 45 C.F.R. § 164.524 and
applicable state law, be provided with an accounting of disclosures of information when and as
required by 45 C.F.R. § 164.528 and applicable state law, and have the opportunity to amend or correct
the information as required by 45 C.F.R. § 164.526 and applicable state law. Group and Participating
Group Provider agree to supply copies of Information and Records within fourteen (14) days of the
receipt of a request, where practicable, and in no event later than the date required by Government
Sponsor directives and any applicable law or regulatory authority. Subject to the provisions of this
MCP Maricopa Provider Group Agreement 01.16 Page 13 of 23

section as well as other provisions of this Agreement, Company confirms that, as between Company
and Group and Participating Group Providers, Group and Participating Group Providers owns Group
and Participating Group Providers’ medical records. This Section 5.3.2 shall survive the termination
of this Agreement, regardless of the cause of termination.
5.4 Quality, Accreditation and Review Activities.
Group and Participating Group Providers agree to cooperate with any Company quality activities or review of
Company or a Plan conducted by the National Committee for Quality Assurance (NCQA) or a Federal or
state agency with authority over Company and/or the Plan, as applicable.
5.5 Proprietary Information.
5.5.1 Rights and Responsibilities. Each Party agrees that the Proprietary Information of the other Party is
the exclusive property of such Party and that each Party has no right, title or interest in the same. Each
Party agrees to keep the Proprietary Information and this Agreement strictly confidential and agrees
not to disclose any Proprietary Information or the contents of this Agreement to any third party without
the other Party’s consent, except (i) to governmental authorities having jurisdiction, (ii) in the case of
Company’s disclosure to Members, Government Sponsors, consultants or vendors under contract with
Company, and (iii) in the case of Participating Group Providers’ disclosure to Members for the limited
purpose of advising Members of potential treatment options and costs consistent with applicable
Federal and state laws. Except as otherwise required under applicable Federal or state law, each Party
agrees to not use any Proprietary Information of the other Party, and at the request of the other Party
hereto, return any Proprietary Information upon termination of this Agreement for whatever reason.
Notwithstanding the foregoing, Participating Group Providers are encouraged to discuss Company’s
provider payment methodology with patients, including descriptions of the methodology under which
the Group or Participating Group Providers are paid. In addition, Participating Group Providers may
freely communicate with patients about their treatment options, regardless of benefit coverage
limitations. This Section 5.5.1 shall survive the termination of this Agreement for one (1) year,
regardless of the cause of termination.
6.0 TERM AND TERMINATION
6.1 Term.
This Agreement shall be effective for an initial term (“Initial Term”) of one (1) year from the Effective Date,
and thereafter shall automatically renew for additional terms of one (1) year each, unless and until terminated
in accordance with this Article 6.0.
6.2 Termination without Cause.
This Agreement may be terminated by Company at any time without cause with at least ninety (90) days prior
written notice to Group. This Agreement may be terminated by Group without cause at any time following
the conclusion of the Initial Term with at least ninety (90) days prior written notice to Company.
6.3 Termination for Breach.
This Agreement may be terminated at any time by either Party upon at least thirty (30) days prior written
notice of such termination to the other Party upon material default or substantial breach by such Party of one
or more of its obligations hereunder, unless such material default or substantial breach is cured within thirty
(30) days of the notice of termination; provided, however, if such material default or substantial breach is
incapable of being cured within such thirty (30) day period, any termination pursuant to this Section 6.3 will
be ineffective for the period reasonably necessary to cure such breach if the breaching party has taken all
steps reasonably capable of being performed within such thirty (30) day period. Furthermore, Company may
terminate the status of any Participating Group Provider as a Participating Provider for default or breach of
said Participating Group Provider’s obligations hereunder upon at least thirty (30) days notice to said
Participating Group Provider, unless such default or breach is cured within the notice period.
Notwithstanding the foregoing, the effective date of such termination may be extended pursuant to Section
6.6 herein.
MCP Maricopa Provider Group Agreement 01.16 Page 14 of 23

6.4 Immediate Termination or Suspension.
Company may immediately terminate this Agreement or, where applicable, the status of any Participating
Group Provider as a Participating Provider, at Company’s discretion at any time, due to any of the following
events: (a) the suspension, withdrawal, expiration, revocation or non-renewal of any Federal, state or local
license, certificate or other legal credential authorizing Group and/or Participating Group Providers to
practice medicine; (b) a suspension or revocation of a Participating Group Provider’s DEA certification or
other right to prescribe controlled substances; (c) an indictment, arrest or conviction of a felony or for any
criminal charge related to or in any way impairing Group’s and Participating Group Provider’s practice of
medicine; (d) the loss or material limitation of Group’s or Participating Group Provider’s insurance under
Section 2.5 of this Agreement; (e) the exclusion, debarment or suspension of Group and/or any Participating
Group Provider from participation in any governmental sponsored program, including, but not limited to,
Government Programs, Medicare or the Medicaid program in any state; (f) the listing of Group or
Participating Group Providers in the HIPDB; (g) change of control of Group to an entity not acceptable to
Company; (h) any false statement or material omission of Participating Group Provider in the participation
application and/or confidential information forms and all other requested information, as determined by
Company in its sole discretion; (i) any adverse action with respect to Participating Group Provider’s hospital
staff privileges; (j) a determination by Company that Group or Participating Group Provider’s continued
participation in provider networks could result in harm to Members; or (k) the withdrawal, expiration or
termination of the State Contract. To protect the interests of patients, including Members, Group and/or
Participating Group Providers will provide immediate notice to Company of any of the aforesaid events
described in clauses (a) through (j), including notification of impending bankruptcy.
6.5 Obligations Following Termination.
Following the effective date of any expiration or termination of this Agreement or any Plan, Group and
Participating Group Providers and Company will cooperate as provided in this Section 6.5 and in Exhibit A.
This Section 6.5 and Exhibit A shall survive the termination of this Agreement, regardless of the cause of
termination.
6.5.1 Upon Termination. Upon expiration or termination of this Agreement for any reason, other than
termination by Company in accordance with Section 6.4 above, Group and Participating Group
Providers agree to provide Provider Services at Company’s discretion to: (a) any Member under a
Participating Group Provider’s care who, at the time of the expiration or termination is a registered bed
patient at a Participating Provider Facility until such Member's discharge or Company's orderly
transition of such Member's care to another provider; and (b) any Member, upon request of such
Member or the applicable Plan Sponsor, for one (1) calendar year. The terms of this Agreement,
including the Services and Compensation Schedule shall apply to all services under this Section
6.5.1.
6.5.2 Upon Insolvency or Cessation of Operations. If this Agreement terminates as a result of insolvency or
cessation of operations of Company, and as to Members of HMOs that become insolvent or cease
operations, then in addition to other obligations set forth in this section, Group and Participating Group
Providers shall continue to provide Provider Services to: (a) all Members for the period for which
premium has been paid; and (b) Members confined in an inpatient facility on the date of insolvency or
other cessation of operations until medically appropriate discharge. This provision shall be construed
to be for the benefit of Members. No modification of this provision shall be effective without the prior
written approval of the applicable regulatory agencies.
6.5.3 Obligation to Cooperate. Upon notice of expiration or termination of this Agreement or of a Plan,
Group and Participating Group Providers shall cooperate with Company and comply with Policies in
the transfer of Members to other providers.
6.5.4 Obligation to Notify Members. Upon notice of termination of this Agreement or of a Plan, Company shall
provide reasonable advance notice of the impending termination to Members of Plans currently under the
treatment of Group and/or Participating Group Provider, or in the event of immediate termination, as soon as
practicable after termination.
MCP Maricopa Provider Group Agreement 01.16 Page 15 of 23

6.6 Obligations During Dispute Resolution Proceedings.
In the event of any dispute between the Parties in which a Party has provided notice of termination under
Section 6.3 and the dispute is required to be resolved or is submitted for resolution under Article 8.0 below,
the termination of this Agreement shall be stayed and the Parties shall continue to perform under the terms of
this Agreement until the final resolution of the dispute.
7.0 RELATIONSHIP OF THE PARTIES
7.1 Independent Contractor Status.
The relationship between Company and Group, as well as their respective employees and agents, is that of
independent contractors, and neither shall be considered an agent or representative of the other Party for any
purpose, nor shall either hold itself out to be an agent or representative of the other for any purpose.
Company and Group will each be solely liable for its own activities and those of its agents and employees,
and neither Company nor Group will be liable in any way for the activities of the other Party or the other
Party’s agents or employees arising out of or in connection with: (a) any failure to perform any of the
agreements, terms, covenants or conditions of this Agreement; (b) any negligent act or omission or other
misconduct; (c) the failure to comply with any applicable laws, rules or regulations; or (d) any accident,
injury or damage. Group and Participating Group Providers acknowledge that all Member care and related
decisions are the responsibility of Participating Group Providers and that Policies do not dictate or control a
Participating Group Providers’ clinical decisions with respect to the care of Members. Group agrees to
indemnify and hold harmless the Government Sponsor and Company from any and all claims, liabilities and
third party causes of action arising out of the Participating Group Providers’ provision of care to Members.
Company agrees to indemnify and hold harmless the Group from any and all claims, liabilities and third party
causes of action arising out of the Company’s administration of health care services in connection with the
Plans. This provision shall survive the expiration or termination of this Agreement, regardless of the reason
for termination.
7.2 Use of Name.
Group and Participating Group Providers consent to the use of Group and Participating Group Providers’
names and other identifying and descriptive material in provider directories and in other materials and
marketing literature of Company in all formats, including, but not limited to, electronic media. Group and
Participating Group Providers may use Company's names, logos, trademarks or service marks in marketing
materials or otherwise, upon receipt of Company's prior written consent, which shall not be unreasonably
withheld.
7.3 Interference with Contractual Relations.
Group and Participating Group Providers shall not engage in activities that will cause Company to lose
existing or potential Members, including but not limited to: (a) advising Company customers, Government
Sponsors or other entities currently under contract with Company to cancel, or not renew said contracts; (b)
impeding or otherwise interfering with negotiations which Company is conducting for the provision of health
benefits or Plans; or (c) using or disclosing to any third party membership lists acquired during the term of
this Agreement for the purpose of soliciting individuals who were or are Members or otherwise to compete
with Company. Notwithstanding the foregoing, Company shall not prohibit, or otherwise restrict,
Participating Group Providers from advising or advocating on behalf of a Member who is his or her patient,
for the following: (i) the Member’s health status, medical care, or treatment options, including any alternative
treatment that may be self-administered; (ii) any information the Member needs in order to decide among all
relevant treatment options; (iii) the risks, benefits, and consequences of treatment or nontreatment; and (iv)
the Member’s right to participate in decisions regarding his or her health care, including the right to refuse
treatment, and to express preferences about future treatment decisions. This section shall continue to be in
effect for a period of one (1) year after the expiration or termination of this Agreement.
8.0 DISPUTE RESOLUTION
8.1 Member Grievance Dispute Resolution.
MCP Maricopa Provider Group Agreement 01.16 Page 16 of 23

Group and Participating Group Providers agree to (a) cooperate with and participate in Company’s applicable
appeal, grievance and external review procedures (including, but not limited to, Medicaid appeals and
expedited appeals procedures), (b) provide Company with the information necessary to resolve same, and (c)
abide by decisions of the applicable appeals, grievance and review committees. Company will make
available to Group and Participating Group Providers information concerning the Member appeal, grievance
and external review procedures at the time of entering into this Agreement.
8.2 Provider Dispute Resolution.
Company shall provide a mechanism whereby Group may raise issues, concerns, controversies or claims
regarding the obligations of the Parties under this Agreement. Group shall exhaust this mechanism prior to
instituting any arbitration or other permitted legal proceeding. The Parties agree that any dispute that may
arise between the Parties shall not disrupt or interfere with the provision of services to Members. Discussions
and negotiations held pursuant to this Section 8.2 shall be treated as inadmissible compromise and settlement
negotiations for purposes of applicable rules of evidence.
8.3 Arbitration.
Any controversy or claim arising out of or relating to this Agreement or the breach, termination, or validity
thereof, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable
relief, shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”)
and conducted by a sole arbitrator in accordance with the AAA’s Commercial Arbitration Rules (“Rules”).
The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of state
laws inconsistent therewith or that would produce a different result, and judgment on the award rendered by
the arbitrator may be entered by any court having jurisdiction thereof. Except as may be required by law or to
the extent necessary in connection with a judicial challenge, or enforcement of an award, neither a party nor
the arbitrator may disclose the existence, content, record or results of an arbitration. Fourteen (14) calendar
days before the hearing, the parties will exchange and provide to the arbitrator (a) a list of witnesses they
intend to call (including any experts) with a short description of the anticipated direct testimony of each
witness and an estimate of the length thereof, and (b) premarked copies of all exhibits they intend to use at the
hearing. Depositions for discovery purposes shall not be permitted. The arbitrator may award only monetary
damages in accordance with this Agreement.
8.4 Arbitration Solely Between Parties; No Consolidation or Class Action.
Company and Group agree that any arbitration or other proceeding related to a dispute arising under this
Agreement shall be conducted solely between them. Neither Party shall request, nor consent to any request,
that their dispute be joined or consolidated for any purpose, including without limitation any class action or
similar procedural device, with any other proceeding between such Party and any third party.
9.0 MISCELLANEOUS
9.1 Amendments.
This Agreement constitutes the entire understanding of the Parties hereto and no changes, amendments or
alterations shall be effective unless signed by both Parties, except as expressly provided herein. Company
may amend this Agreement upon thirty (30) days prior written notice, by letter, newsletter, electronic mail or
other media (an “Amendment”). Failure by Group to object in writing to any such Amendment within thirty
(30) days following receipt thereof constitutes Group’s acceptance of such Amendment. In the event that
Group reasonably believes that an Amendment is likely to have a material adverse impact upon Group, Group
agrees to notify Company in writing, specifying the specific bases demonstrating a likely material adverse
impact, and the Parties will negotiate in good faith an appropriate revised Amendment, if any, to this
Agreement. Notwithstanding the foregoing, at Company’s discretion, Company may amend this Agreement
to comply with applicable law or regulation, or any order or directive of any governmental agency, without
the consent of Group, and this Agreement shall be deemed to be automatically amended to conform with all
laws and regulations promulgated at any time by any state or federal regulatory agency or authority having
supervisory authority over this Agreement. Group and Participating Group Providers agree that
noncompliance with any requirements of this Section 9.1 will relieve Company or Government Sponsors and
Members from any financial liability for the applicable portion of the Provider Services. Changes to Policies
are addressed by Section 5.1 hereto.
MCP Maricopa Provider Group Agreement 01.16 Page 17 of 23

9.2 Waiver.
The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or
be construed to be a waiver of any subsequent breach thereof. To be effective, all waivers must be in writing
and signed by an authorized officer of the Party to be charged. Group waives any claims or cause of action
for fraud in the inducement or execution related hereto.
9.3 Governing Law.
This Agreement and the rights and obligations of the parties hereunder shall be construed, interpreted, and
enforced in accordance with, and governed by, the laws of the State where Group’s primary office is located.
9.4 Liability.
Notwithstanding Section 9.3, either Party’s liability, if any, for damages to the other Party for any cause
whatsoever arising out of or related to this Agreement, and regardless of the form of the action, shall be
limited to the damaged Party’s actual damages. Neither Party shall be liable for any indirect, incidental,
punitive, exemplary, special or consequential damages of any kind whatsoever sustained as a result of a
breach of this Agreement or any action, inaction, alleged tortious conduct, or delay by the other Party.
9.5 Severability.
Any determination that any provision of this Agreement or any application thereof is invalid, illegal or
unenforceable in any respect in any instance shall not affect the validity, legality and enforceability of such
provision in any other instance, or the validity, legality or enforceability of any other provision of this
Agreement. Neither Party shall assert or claim that this Agreement or any provision hereof is void or
voidable if such Party performs under this Agreement without prompt and timely written objection.
9.6 Successors; Assignment.
This Agreement relates solely to the provision of Provider Services by Group and Participating Group
Providers and does not apply to any other organization which succeeds to Group assets, by merger,
acquisition or otherwise, or is an affiliate of Group. Neither Party may assign its rights or its duties and
obligations under this Agreement without the prior written consent of the other Party, which consent may not
be unreasonably withheld; provided, however, that Company may assign its rights or its duties and
obligations to an Affiliate or successor in interest so long as any such assignment or delegation will not have
a material impact upon the rights, duties and obligations of Group.
9.7 Headings.
The headings contained in this Agreement are included for purposes of convenience only, and shall not affect
in any way the meaning or interpretation of any of the terms or provisions of this Agreement.
9.8 Notices.
Except for any notice required under Article 6, Term and Termination, or if otherwise specified, notices
required pursuant to the terms and provisions hereof may be effective if sent by letter, electronic mail or other
generally accepted media. With respect to notices required under Article 6, notice shall be effective only if
given in writing and sent by overnight delivery service with proof of receipt, or by certified mail return
receipt requested. Notices shall be sent to the addresses set forth on the signature page of this Agreement
(which addresses may be changed by giving notice in conformity with this Section 9.8). Provider shall notify
Company of any changes in the information provided by Provider related to Provider’s address.
9.9 Remedies.
Notwithstanding Sections 8.3 and 9.4, the Parties agree that each has the right to seek any and all remedies at
law or equity in the event of breach or threatened breach of Section(s) 5.5, 6.6 and 7.3.
9.10 Force Majeure.
If either Party shall be delayed or interrupted in the performance or completion of its obligations hereunder
by any act, neglect or default of the other Party, or by an embargo, war, act of terror, riot, incendiary, fire,
flood, earthquake, epidemic or other calamity, act of God or of the public enemy, governmental act
(including, but not restricted to, any government priority, preference, requisition, allocation, interference,
restraint or seizure, or the necessity of complying with any governmental order, directive, ruling or request)
MCP Maricopa Provider Group Agreement 01.16 Page 18 of 23

then the time of completion specified herein shall be extended for a period equivalent to the time lost as a
result thereof. This Section 9.10 shall not apply to either Party’s obligations to pay any amounts owing to the
other Party, nor to any strike or labor dispute involving such Party or the other Party.
9.11 Non-Exclusivity.
This Agreement is not exclusive, and nothing herein shall preclude either Party from contracting with any
other person or entity for any purpose. Company makes no representation or guarantee as to the number of
Members who may select or be assigned to Group and Participating Group Providers.
9.12 Confidentiality.
It is further understood and agreed by and among the Parties that the terms and conditions of this Agreement,
except as otherwise specified, are and shall remain confidential, and shall not be disclosed by either Party
without express written consent of the other Party or as required by law or by governmental authorities or by
express order by a court having jurisdiction over the Party from whom disclosure is sought.
9.13 Entire Agreement.
This Agreement (including any attached schedules, appendices and/or addenda) constitutes the complete and
sole contract between the Parties regarding the subject matter described above and supersedes any and all
prior or contemporaneous oral or written representations, communications, proposals or agreements not
expressly included in this Agreement and may not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral representations, communications, proposals, agreements, prior course of
dealings or discussions of the Parties. The Parties understand and agree that this Agreement only applies to
the Plans described in this Agreement and, likewise, this Agreement does not and will not supersede any
agreement(s) between Company’s affiliates and Group that relates to Company’s affiliates other lines of
business that are not the subject of this Agreement (that are not the Plans described in this Agreement).
9.14 Signatures. Facsimile and electronic signatures shall be deemed to be original signatures for all purposes of
this Agreement.
9.15 Incorporation of Recitals. The Parties incorporate the recitals into this Agreement as representations of fact
to each other.
MCP Maricopa Provider Group Agreement 01.16 Page 19 of 23

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement by their duly authorized
officers, intending to be legally bound hereby.
For and on behalf of Maricopa County (“GROUP”) COMPANY
By:______________________________ By:______________________________
Printed Name: Clint Hickman Printed Name: Mark Fisher
Title: Chairman Board of Supervisors Title: President & CEO
Date:____________________________ Date:____________________________
Attest: __________________________
Approved as to form:
________________________________
(Attorney for Maricopa County)
Date: ___________________________
REIMBURSEMENT ADDRESS:
_________________________________ For Practice NPI 1447204367 For Practice NPI 1447410048
_________________________________ Healthcare for the Homeless Maricopa County Department of Public Health
_________________________________ 220 S. 12th Avenue, Phoenix, AZ 85007 1645 E Roosevelt, Phoenix, AZ 85006
MAIN TELEPHONE NUMBER:______________________ 602-506-6657
CHIEF EXECUTIVE OFFICER:______________________ Bob England, MD, MPH, Director
CHIEF FINANCIAL OFFICER:______________________ Scot Pitcairn, Finance Manager
Issmene Delgado
BUSINESS OFFICE MANAGER:____________________
FEDERAL TAX I.D. NUMBER:_____________________ 86-60000472
NPI NUMBER:_____________________ 1447410048 and 1447204367
As required by Section 9.8 (“Notices”) of this Agreement, notices shall be sent to each Party at the following
addresses:
To Group at:
___________________________________ Maricopa County, Department of Public Health
___________________________________ 1645 E Roosevelt Street
___________________________________ Phoenix, AZ 85006
To Company at:
Mercy Care Plan
4350 E. Cotton Center Blvd.
Building D
Phoenix, AZ 85040
Attn. Network Development
MCP Maricopa Provider Group Agreement 01.16 Page 20 of 23

SERVICES AND COMPENSATION SCHEDULE
1.0 COMPENSATION
Group shall be paid, for Covered Services provided to Members under the terms of this Agreement, those fee
amounts set forth in the applicable Mercy Care Plan Fee Schedule (as defined below).
Mercy Care Plan Acute/ALTCS/DDD
A. Federally Qualified Health Center Covered Services
• One Hundred Percent (100%) of the prescribed AHCCCS specified rate at time of service
B. Non-Federally Qualified Health Center Covered Services
• One Hundred Percent (100%) of the Mercy Care Plan Fee Schedule
Mercy Care Advantage
• One Hundred Percent (100%) of the Mercy Care Plan Fee Schedule
2.0 SERVICES
Group will be reimbursed for those Covered Services in accordance with the terms of this Agreement that are within
the scope of and appropriate to the Group’s license and certification to practice.
3.0 GENERAL COMPENSATION TERMS AND CONDITIONS
Definitions
“Mercy Care Plan Fee Schedule (MCPFS)” – A fee schedule that is based upon the contracted location where
service is performed and the State of Arizona’s AHCCCS Fee Schedule.
General
A. Member Cost Share. Rates are inclusive of any applicable Member Copayment, Coinsurance or Deductible.
B. Billing. When billing, Group must designate applicable codes related to those Covered Services provided by
Group under the terms of this Agreement.
C. Coding. Company utilizes nationally recognized coding structures including, but not limited to, Revenue Codes
as described by the Uniform Billing Code, AMA Current Procedural Terminology (CPT4), CMS Common
Procedure Coding System (HCPCS), Diagnosis Related Groups (DRG), ICD-9 Diagnosis and Procedure codes, and
National Drug Codes (NDC). As changes are made to nationally-recognized codes, Company will update internal
systems to accommodate new codes. Such changes will only be made when there is no material change in the
procedure itself. Until updates are complete, the procedure will be paid according to the standards and coding set
for the prior period.
The use of ICD-10 coding shall not impact the aggregate rates and compensation intended by the Parties as set forth
in this Services and Compensation Schedule. Consequently, in the event that use of ICD-10 codes result in
aggregate payments that would differ from the aggregate payments that would have resulted based on ICD-9 coding
(excluding utilization and validated case mix severity changes), the rates set forth in this Services and Compensation
Schedule will be reviewed by Company periodically and adjusted at least annually in order to reflect what would
have been paid had ICD-9 coding been utilized for determination of the payments.
Company will comply and utilize nationally recognized coding structures as directed under applicable Federal laws
and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (HIPAA).
MCP Maricopa Provider Group Agreement 01.16 Page 21 of 23

PROGRAM PARTICIPATION SCHEDULE
Group agrees to participate in the Plans and other health benefit programs listed herein:
Those Plans and programs offered by Southwest Catholic Health Network Corporation dba Mercy Care Plan, Mercy
Care Advantage and Regional Behavioral Health Authority within the State of Arizona.
MCP Maricopa Provider Group Agreement 01.16 Page 22 of 23

INDIVIDUAL PROVIDER ADDENDUM
The undersigned provider ("Provider"), an employee, partner, shareholder or contractor of Maricopa County
dba Maricopa County Department of Public Health ("Group"), acknowledges and represents that Group is
his/her attorney-in-fact for the purposes of negotiating, consenting to and executing the Provider Group Agreement
(the “Agreement”), between Company and Group and any documents related to amendments to the Agreement.
Terms capitalized herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.
Provider hereby acknowledges that Provider has had the opportunity to review the Agreement, under which
Group, on behalf of Provider, agrees to participate in Company’s provider networks and provide Covered Services
to Members enrolled in the Plans. Provider hereby agrees to be bound by the terms and conditions of the Agreement,
including, without limitation, compliance with the participation criteria set forth in the Participation Criteria
Schedule as applicable to Provider and all applicable Company Policies.
Provider hereby agrees that in the event: (i) Provider ceases to be a member of Group; (ii) the Agreement
expires or is terminated for any reason; (iii) Group is dissolved; (iv) a voluntary or involuntary bankruptcy or a
proposed settlement of outstanding debts under applicable reorganization or insolvency laws is filed by or against
Group, a receiver is appointed or Group makes an assignment for the benefit of creditors; or (v) Group otherwise
ceases to exist, either voluntarily or involuntarily, the terms of the Agreement shall, at Company’s option, survive
with respect to Provider for the first six (6) months after such event (“Continuation Period”), in which case Provider
shall continue to provide services to Members in accordance with the terms of the Agreement during the
Continuation Period and compensation during the Continuation Period shall be at the rate set forth in the Agreement.
With the exception of services provided to Members during the Continuation Period (when Provider will bill
Company directly), Provider hereby agrees to seek compensation solely from Group for services rendered to
Members under the terms of the Agreement, and shall in no event bill Company, Government Sponsor or Members
for any such services (except for any Copayments, Coinsurance or Deductibles, if any, that Members may be
required to pay for certain Covered Services). Provider further agrees that in no event, including but not limited to
non-payment by Company, insolvency of the Company or breach by Company of the Agreement, shall Provider bill,
charge, collect a deposit from, seek remuneration or reimbursement from, or have any recourse against a Member or
persons acting on Member’s behalf for Covered Services. This provision shall not prohibit collection of
Copayments, Coinsurance or Deductibles, if any, as set forth in the Agreement. Provider further agrees that this
provision shall be construed for the benefit of Members, shall supersede any oral or written agreement to the
contrary now existing or hereafter entered into between Provider or Group and a Member or any person acting on
behalf of a Member, and shall survive the termination of the Agreement, regardless of the cause giving rise to
termination.
Company, Group and Provider desire to promote continuity of care. Accordingly, upon expiration or
termination of the Continuation Period for any reason, Provider agrees to provide Provider Services pursuant to the
terms of the Agreement, including the compensation terms, at Company’s discretion to: (a) any Member under a
Provider’s care who, at the time of the expiration or termination is a registered bed patient at a Participating Facility
until such Member's discharge or Company's orderly transition of such Member's care to another provider; and (b)
any Member, upon request of such Member or the applicable Government Sponsor for one (1) calendar year.
In the event Group is dissolved or otherwise ceases to exist, Provider shall be bound by the terms of this
Individual Provider Addendum, and shall be compensated for Covered Services according to the terms and
conditions set forth in the Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Individual Provider Addendum as of this ___
day of _____________________, 20 __, intending to be legally bound hereby.
PROVIDER:
PRINTED NAME:
NPI NUMBER:
MCP Maricopa Provider Group Agreement 01.16 Page 23 of 23