PROVIDER PARTICIPATION AGREEMENT WITH HEALTH NET OF AZ.PDF

PROVIDER PARTICIPATION AGREEMENT
This Provider Participation Agreement ("Agreement") is made and entered into as of the day of
, 201 (the "Effective Date") by and between Maricopa County dba Maricopa County
Department of Health Services dba Public Health Clinical Services (Laboratory, Maricopa County
dba Maricopa County Department of Health Services dba Public Health Services dba Healthcare for
the Homeless Clinic ("Provider"), and Health Net of Arizona, Inc. on behalf of itself and the subsidiaries
and affiliates of Health Net, Inc. (collectively, "Health Net").
RECITALS
A. Provider has the legal authority to enter into this Agreement, and to deliver or arrange for
the delivery of Contracted Services.
B. Health Net has the legal authority to enter into this Agreement, and to perform the
obligations of Health Net hereunder with respect to the Benefit Programs.
C. The parties desire to enter into this Agreement to arrange for Provider to participate in
one or more of Health Net's networks of Participating Providers that render Contracted Services to
Beneficiaries of various Benefit Programs.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and the covenants contained herein, the parties
hereby agree as follows:
I. DEFINITIONS
Many words and terms are capitalized throughout this Agreement to indicate that they are defined as set
forth in this Article I.
1.1 Beneficiary. A person who is properly enrolled in and/or eligible to receive Covered
Services under a Benefit Program at the time services are rendered including without limitation a newborn
baby who is a dependent of Beneficiary during the first 31days following the baby's birth and/or legal
adoption. The parties acknowledge that the term Member may be used by Health Net in related materials,
such as, for example, Benefit Program documents covering various products (primarily HMO programs),
marketing materials, Health Net Policies including without limitation Provider Manuals and Operations
Manuals, correspondence, forms, and similar documents. For purposes of reference in this Agreement, the
term Beneficiary includes the term Member wherever used.
1.2 Benefit Program. The group agreement, evidence of coverage, summary plan
description or similar agreements in effect at the time Covered Services are rendered, including but not
limited in type to individual, group, family, Medicare or Medicaid, whereby Health Net or any Payor is
obligated to provide or arrange for Covered Services or compensation therefore, to Beneficiaries in
accordance with the provisions contained in such agreements, plans and contracts.
1.3 Benefit Program Requirements. The rules, procedures, policies, protocols and other
conditions to be followed by Participating Providers and Beneficiaries at the time Covered Services are
rendered with respect to providing and receiving Covered Services under a particular Benefit Program as
set forth in the Benefit Program documents.
1.4 Clean Claim. A Clean Claim means a request submitted to Health Net or a Payor by
Provider for payment of Contracted Services that may be processed by Health Net or a Payor without
obtaining additional information from Provider or from a third party. The specific data elements required
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for a claim to be deemed a Clean Claim are included in Health Net Policies and may be modified from time
to time by Health Net in its sole discretion.
L5 Coinsurance. That portion of the cost of Covered Services that a Beneficiary is
obligated to pay under a particular Benefit Program which is calculated as a percentage of the contracted
reimbursement rate for such services. Coinsurance does not include Copayments or Deductibles.
1.6 Contracted Services. All Covered Services that are (a) within the appropriate scope of
practice of Provider and (b) to be provided to a Beneficiary under the terms of the applicable Benefit
Program in effect at the time services are rendered and (c) compensated in accordance with this Agreement.
Contracted Services shall not include Excluded Services,
1.7 Coordination of Benefits. The allocation of financial responsibility between two or
more payors of health care services, each with a legal duty to pay for or provide Covered Services to a
Beneficiary at the same time.
1.8 Copayment. That portion of the cost of Covered Services that a Beneficiary is obligated
to pay under a particular Benefit Program, which is a fixed dollar amount that generally is indicated on the
Beneficiary's identification card and is paid at the time services are rendered. Copayrnents do not include
Coinsurance or Deductibles.
1.9 Covered Services. The health care services, equipment and supplies that are covered
under a Benefit Program.
1.10 Deductible. The amount of money that a Beneficiary must pay before the Benefit
Program pays certain benefits for Covered Services. Deductibles do not include Coinsurance or
Copayments.
1.11 Emergency. The term "Emergency" shall mean a medical condition manifesting itself
by acute symptoms of sufficient severity (including severe pain) such that a prudent layperson who
possesses 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 (and in the case of a pregnant woman,
her health or that of her unborn child) in serious jeopardy, or (b) serious impairment to bodily functions, or
(c) serious dysfunction of any bodily organ or part.
1.12 Emergency Services. The term "Emergency" shall mean a medical condition
manifesting itself by acute symptoms of sufficient severity (including severe pain) such that a prudent
layperson who possesses 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 (and in the case of a
pregnant woman, her health or that of her unborn child) in serious jeopardy, or b) serious impairment to
bodily functions, or e) serious dysfunction of any bodily organ or part.
1.13 Excluded Services. Those health care services, equipment and supplies that are
determined by Health Net or a Payor not to be Covered Services under the applicable Benefit Program in
effect at the time Contracted Services are rendered and for which Provider may bill the Beneficiary.
1.14 Facility(iell. All service locations operated or subcontracted by Provider at the time that
Contracted Services are provided under this Agreement. Provider's service locations as of the date this
Agreement is executed by the parties are listed on the signature page of this Agreement. Provider shall
update the listing of service locations on the signature page of this Agreement as changes, additions or
deletions occur, but failure to update shall not be deemed or construed to exclude any service location from
the definition of Facilities under this Section 1.14.
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1.15 Health Net. A network of managed health care delivery or indemnity companies,
owned, controlled, controlling, under common control with, managed or administered in whole or in part
now or hereafter, by Health Net, Inc., a Delaware Corporation, its successors and assigns.
1.16 Health Net Policies. The policies, procedures and programs established by Health Net
and applicable to Participating Providers in effect at the time Contracted Services are rendered, including
without limitation Health Net's grievance and appeal procedures, provider dispute and/or appeal process,
drug formulary or preferred drug list, fraud detection, recovery procedures, eligibility verification, payment
and review policies, coding guidelines, anti-discrimination requirements, medical management programs,
Benefit Program Requirements, the provider manuals and/or operations manuals, The medical
management program includes Health Net's credentialing, utilization management, quality improvement,
peer review, medical and other record reviews, outcome rate reviews, Prior Authorization, Referral and
other policies related to the rendition by Participating Providers of Covered Services to Beneficiaries.
1.17 Medically Necessary. The term "Medically Necessary" shall have the same meaning as
that term has in the applicable Benefit Program, unless otherwise required by applicable State or federal
law, in which case such term shall have the meaning required by applicable State or federal law.
1.19 Participating Provider. A Facility, physician, physician organization, other health care
provider, supplier, or other organization which has met applicable credentrafing and/or recredentialing
requirements, if any, and has, or is governed by, an effective written agreement directly with Health Net, or
indirectly through another entity, such as, another Participating Provider, to provide Covered Services.
1.20 Payor. Any public or private entity contracted with Health Net which provides,
administers, funds, insures or is responsible for paying Participating Providers for Covered Services
rendered to Beneficiaries under a Benefit Program, including without limitation self-funded health plans.
1.21 Primary Care Physician (PCP). A Doctor of Medicine (M.D.), Doctor of Osteopathy
(D.O.) or other health care professional who: (1) is duly licensed and qualified under the laws of the
relevant jurisdiction to render Contracted Services; (2) is a Participating Provider and (3) meets the
credentialing standards of Health Net for designation as a PCP and who provides for continuity of care and
24 hour a day, 7 day a week availability to Beneficiaries.
1.22 Prior Authorization. Prior approval by Health Net/Payor or its designee for the
rendition of Covered Services that may be required under a Benefit Program or a Health Net Policy.
1.23 Professional Provider. The physicians, allied health professionals and other health care
providers who contract with Provider, or are employed by Provider, and who have been accepted by Health
Net to provide Contracted Services to Beneficiaries.
1.24 Provider Risk Services. If applicable, Contracted Services and such other Covered
Services as are described in and governed by an Addendum to this Agreement for which Provider has
accepted all or a portion of financial responsibility, including without limitation, capitation compensation,
under the applicable Benefit Programs to which the Addendum applies.
1.25 Referral. Referral of a Beneficiary by a Participating Provider, that may be required
under a Benefit Program or a Health Net Policy, to another health care provider, prior to the rendition of
Covered Services, usually for a specified number of visits or type or duration of treatment.
1.26 State. The term State shall mean the State of Arizona.
II. REPRESENTATIONS AND DUTIES OF PROVIDER
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2.1 Representations, Warranties and General Obli2ations. Provider represents, warrants
and agrees on behalf of itself, and each of its Facilities and Professional Providers, as applicable, that:
2.1.1 Provider is licensed without restriction or limitation by the State to provide Contracted
Services;
2.1.2 Provider operates and provides Contracted Services in compliance with all applicable
local, State, and federal laws, rules, regulations and institutional and professional standards of
care;
2.1.3 Provider is certified to participate in Medicare under Title XVI 1 of the Social Security
Act, and in Medicaid under Title XIX of the Social Security Act or other applicable State law
pertaining to Title XIX of the Social Security Act;
2.1.4 Provider is accredited or certified by the accrediting or certifying organization(s) listed on
the signature page of this Agreement, if any;
2.1.5 Provider shall notify Health Net in writing, thirty (30) days in advance, of any changes to
federal tax identification numbers. Provider agrees to compensate Health Net for any IRS fine
associated with incorrect federal tax identification numbers, should Provider fail to notify Health
Net in writing, prior to the change;
2.1.6 Provider shall maintain applicable licensure, compliance, certification and accreditation
throughout the term of this Agreement;
2.1.7 Provider has the unqualified authority to and hereby binds itself, and any Facilities and
Professional Providers covered by this Agreement (referred to herein collectively as "Provider"),
to the terms and conditions of this Agreement, including any Health Net Policies, addenda
appendices, attachments and exhibits, extensions and renewals, as applicable in effect at the time
Covered Services are rendered. In the event Provider does not possess the right to legally bind
any of its Facilities or Professional Providers to this Agreement, Provider shall ensure that each
such Facility or Professional Provider executes a statement in a form acceptable to Health Net
attesting to the fact that he/she/it has read this Agreement and agrees to be bound thereto. If
Provider has written agreements with its Professional Providers and/or Facilities, Provider
represents and agrees that (i) the terms of such agreements do not conflict with the terms of this
Agreement, (ii) the terms of this Agreement shall apply in any situation where there is any
inconsistency or conflict between the terms of this Agreement and the terms of any such
agreement or with respect to any matter which is not addressed in any such agreement between
Provider and the Professional Provider/Facility, and (iii) that this provision shall supersede any
similar provision in any agreement between Provider and Professional Provider/Facility;
2.1.8 If Provider renders services on behalf of, or as an affiliate, contractor or agent for another
healthcare organization, entity or individual that is contracted with Health Net, where that other
healthcare organization, entity or individual is to be compensated by Health Net and/or has
assumed responsibility for claims payment for certain Beneficiaries, Provider agrees that it shall
hold Health Net harmless and will seek payment under the terms of this Agreement for services
rendered to those Beneficiaries solely and exclusively from that healthcare organization, entity or
individual, and shall not under any circumstances seek payment directly from Health Net, a Payor,
or from a Beneficiary. Provider further agrees that any claims for such services submitted directly
to Health Net shall be denied as a duplicate payment;
2. 1.9 Provider shall comply with Health Net Policies, including without limitation Health Net's
quality improvement programs, during the term of this Agreement and any extensions or renewals
thereof;
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21.10 Provider shall render Contracted Services using the same standard of care, skill and
diligence as is customarily used by similar providers in the United States of America, and in the
same manner, and with the same availability, as Provider renders services to its other patients;
2.1.11 Provider shall maintain such physical plant, equipment, patient service personnel and
allied health personnel as may be necessary to provide Contracted Services;
2.1.12 Provider acknowledges that Health Net is relying upon the representations, warranties,
and general agreements set forth in this section in making its decision to enter into this Agreement
and in performing its obligations under this Agreement. The representations, warranties and
general agreements set forth in this Section 2 are continuing and shall survive termination of this
Agreement with respect to Contracted Services delivered during the term of this Agreement and
any extensions or renewals thereof
2.2 Provision of Services. Provider agrees to render Contracted Services to Beneficiaries of
Benefit Programs under the terms and conditions of this Agreement, and Provider agrees to participate with
Health Net on an all-Payer, all-Benefit Program basis under this Agreement as determined by Health Net.
If applicable, Provider shall render preventive care and health education to Beneficiaries during each office
visit and document such preventive care and health education in the medical record in accordance with
external reporting and accrediting bodies such as the National Committee on Quality Assurance (NCQA),
the Joint Commission on Accreditation of HealthCare Organizations (JCAHO), or the Utilization Review
Accreditation Commission (URAC).
Notwithstanding the foregoing, Provider understands and agrees that Health Net and/or Payor does
not have an obligation under this Agreement to assign or refer to Provider any minimum amount of
Beneficiaries. 1-lealth Net has not represented or guaranteed to Provider that any Beneficiaries shall receive
Covered Services from Provider or that Provider shall participate in all networks of Participating Providers
offered by or through Health Net.
2.3 Verification of Eligibility. Except in an Emergency, Provider shall verify the eligibility
of Beneficiaries using Health Net's telephonically or electronically available system before providing
Contracted Services.
2.4 Non-Discrimination. Provider shall not discriminate against any Beneficiary in the
provision of Contracted Services hereunder, whether on the basis of the Beneficiary's coverage under a
Benefit Program, age, sex, marital status, sexual orientation, race, color, religion, ancestry, national origin,
disability, handicap, health status, source of payment, utilization of medical or mental health services,
equipment, pharmaceuticals or supplies, or other unlawful basis including, without limitation, the filing by
such Beneficiary of any complaint, grievance or legal action against Provider, Health Net or Payor.
Provider agrees to make reasonable accommodations for Beneficiaries with disabilities or handicaps,
including but not limited to, providing such auxiliary aides and services to Beneficiaries as are reasonable,
necessary and appropriate for the proper rendering of Contracted Services at the Provider's expense.
2.5 Subcontracting. The following requirements shall survive termination of this Agreement
with respect to Contracted Services rendered during the term of the Agreement and apply if any of the
Contracted Services are to be provided by a subcontractor, including without limitation any Facilities and
Professional Providers, but excluding employees and routin.e vendors required in the normal course of
Provider's business such as laundry suppliers and the like.
2.5.1 Provider and the subcontractor shall enter into a written agreement, the form of which is
attached hereto as an Addendum and is titled "Election to Participate" or other form that is
approved by Health Net in writing and that expressly provides (i) that the rendering of Contracted
Services by the subcontractor is subject to the terms of this Agreement, (ii) that the subcontractor
agrees to seek payment solely and exclusively from Provider, and (iii) that the subcontractor shall
hold Health Net, Payor, and Beneficiaries harmless from and against any and all claims for
payment for such services. Provider shall furnish Health Net with copies of the form of any such
existing subcontracts within ten days of execution of this Agreement.
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2.5.2 Every such subcontract shall comply with all applicable local, State and federal laws, be
consistent with the terms and conditions of this Agreement, and be terminable with respect to
Beneficiaries, Benefit Programs and/or Contracted Services upon request of Health Net.
2.5.3 Provider shall not subcontract either directly or indirectly, with any provider that has
been excluded from participation in the Medicare Advantage Program under Section I 128 or
1128A [42 U.S.C. 1320a-7] of the Social Security Act or in the State Medicaid program.
2.5.4 Each such subcontractor shall meet applicable Health Net credentialing requirements,
prior to the subcontract becoming effective with respect to Contracted Services.
2.5.5 Provider agrees to be solely responsible to pay the subcontractor and Provider shall hold,
and ensure that subcontractors hold, Health Net, Payor, and Beneficiaries harmless from and
against any and all claims which may be made by such subcontractors in connection with
Contracted Services rendered to Beneficiaries under any such subcontract.
2.5.6 In the event that any of Provider's subcontracts fail to comply with the requirements set
forth herein, Health Net and/or Payor shall not be required to recognize the existence or validity of
the subcontract with respect to Beneficiaries, Benefit Programs and/or Covered Services. Health
Net/Payor shall further have the right, but not the obligation, to directly pay subcontractors
submitting claims for Contracted Services, and Provider shall indemnify and hold harmless Health
Net and/or Payor for all such payments and related costs.
2.6 Participating Providers. Except in an Emergency, as otherwise permitted in the
applicable Benefit Program Requirements, or as otherwise required by applicable federal or State law,
Provider shall refer Beneficiaries only to Participating Providers and shall use Participating Providers to
provide Facility-based physician and other ancillary services included in Covered Services. In the event
Provider knowingly refers a Beneficiary to a non-Participating Provider without a Referral or without Prior
Authorization when either or both are required by a Benefit Program, Provider agrees to be responsible for
payment of claims incurred for the unauthorized Covered Service, and Provider agrees to hold harmless the
Beneficiary for such claims. Provider shall use best efforts to assist Health Net or Payor in their efforts to
contract with Provider's Facility-based physicians. Health Net and Payor require that the most cost
effective, qualified Participating Provider be utilized.
2.7 Health Net Policies. Provider agrees to participate in, cooperate with and comply with
all Health Net Policies, including without limitation its medical management and quality improvement
programs. To the extent permitted by applicable state and federal confidentiality and privacy laws,
Provider also agrees to provide M no cost medical and other records within five (5) days of written notice,
and such review data and other information as may be required or requested under a Health Net Policy,
including outcome reporting in accordance with, but not limited to, the Health Plan Employer Data and
Information Set (HEDIS), Version 3.0, or its successor,
2.8 Prior Authorization and Referrals. Provider specifically acknowledges and agrees that
Prior Authorization is not a guarantee of payment and that payment determinations are made at the time the
claim is submitted to Health Net/Payor, based on a variety of factors, including without limitation, the
eligibility of the Beneficiary and whether the service is a Covered Service. Nonetheless, when either Prior
Authorization and/or a Referral is required for the rendition of a health care service, the receipt of the
required Prior Authorization and/or the required Referral, each being separate and distinct requirements, is
a prerequisite to payment of Clean Claims for such service. In an Emergency, Provider agrees to notify
Health Net/Payor and the appropriate Primary Care Physician as applicable, as soon as possible, but no
later than 24 hours or by the next working day after providing Contracted Services that would otherwise
require Prior Authorization. Subject to appeal, Health Net/Payor shall have the final binding authority to
make decisions regarding what constitutes an Emergency or Emergency Services for purposes of
determining Covered Services consistent with Benefit Program Requirements. Provider acknowledges that
Health Net/Payor shall not be liable for, nor will exercise control or direction over, the manner or method
by which Provider renders any Contracted Services (or any other medical or healthcare services) to
Beneficiaries under this Agreement.
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2.9 Credentialing Program. Provider shall submit to Health Net or its designee any
applicable Credentials Application which meets minimum requirements of Health Net. In DO event will
this Agreement be executed by Health Net, nor will Provider or any Professional Provider or subcontractor
begin performing Provider's obligations under this Agreement, until Provider and/or Professional Provider
and/or Facility has satisfied applicable credentialing requirements, if any.
2.10 Notice of Adverse Action. Provider shall notify Health Net within five (5) days of the
occurrence of any of the following:
2.10.1 any action taken to restrict, suspend or revoke Provider's, a Facility's and/or Professional
Provider's license or certification to provide Covered Services;
2.10.2 any suit or arbitration action brought by a Beneficiary against Provider, a Facility and/or
Professional Provider for malpractice and Provider shall send Health Net a summary of the final
disposition of such action;
2.10.3 any misdemeanor conviction or felony information or indictment naming Provider, a
Facility and/or a Professional Provider, and Provider shall send Health Net a summary of the final
disposition thereof;
2.10.4 any disciplinary proceeding or action naming Provider, a Facility and/or a Professional
Provider before an administrative agency in any state;
2.10.5 any cancellation or material modification of the professional liability insurance required
to be carried by Provider, a Facility and/or a Professional Provider under the terms of this
Agreement;
2.10.6 any action taken to restrict, suspend or revoke Provider's, a Facility's and/or a
Professional Provider's participation in Medicare, Medicaid or CHAMPUS, TRI-CARE or any
succeeding program;
2.10.7 any action which results in the filing of a report on Provider, a Facility and/or a
Professional Provider under State laws and/or regulations relating to the provision of, or the billing
and payment for, Covered Services;
2.10.8 any material Beneficiary complaints against Provider, a Facility and/or a Professional
Provider; or
2.10.9 any other event or situation that could materially affect Provider's ability to carry out
Provider's duties and obligations under this Agreement.
2.11 Professional Liability Insurance. Provider shall maintain professional liability
insurance in an amount equal to the greater of the highest amount required by (i) applicable federal or State
law, (ii) the accrediting body having jurisdiction over Provider or (iii) Health Net Policies. Provider agrees
to provide Health Net with written evidence, acceptable to Health Net, of such insurance coverage within
three (3) days of such request by Health Net. Provider also agrees to notify, or to ensure that its insurance
eaniers notify, Health Net at least 30 days prior to any proposed termination, cancellation or material
modification of any policy for all or any portion of the coverage required herein. Notwithstanding any
insurance coverages of Provider, nothing in Section 2.11 shall be deemed to limit or nullify Provider's
indemnification obligations under this Agreement.
2.12 Tradenames, Trademarks, Directories. Provider shall not use or display the
tradenames, trademarks, or other identifying information of Health Net without Health Net's prior written
approval of both form and content. Provider shall supply all printed materials and other information
relating to its operations within seven (7) days of Health Net's request. Provider agrees that Health Net may
list the name, address, telephone number and other factual information of Provider, each Facility and
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Professional Provider, and of Provider's subcontractors and their facilities in its provider directories,
marketing and informational materials, and electronic media.
2.13 Non-Solicitation. Neither Provider nor any employee, agent or subcontractor of
Provider shall solicit or attempt to convince or otherwise persuade any Beneficiary to discontinue
participation in any Benefit Program or in any other manner interfere with Health Net's contract and/or
property rights. Notwithstanding the foregoing, Health Net in no way restricts Provider from discussing
medical treatment options with Beneficiaries regardless of Benefit Program coverage options. Further,
Health Net and Provider, and its employees and subcontractors shall portray each other in a positive light to
Beneficiaries and the public.
2.14 Additional Rights and Obligations, Any additional rights or obligations of Provider or
Health Net shall be set forth in the Addenda to this Agreement.
HI. REPRESENTATIONS AND DUTIES OF HEALTH NET
3.1 Marketing. Health Net shall make efforts deemed reasonable by Health Net to market
Benefit Programs. Notwithstanding the foregoing, Health Net may modify, add or delete Benefit Programs
and/or Benefit Program Requirements from time to time and at any time as Health Net deems appropriate
in Health Net's sole discretion, and shall use reasonable efforts to provide timely notification to Provider of
any such Benefit Program and/or Benefit Program Requirement modifications, additions or deletions.
3.2 Health Net Policies. Health Net shall develop policies and operate programs to promote
the delivery of cost effective health care services by Participating Providers. Health Net shall furnish
Provider with operation manuals containing the provisions of relevant Health Net Policies and the methods
of administration of this Agreement, including without limitation, appeals procedures, and billing and
accounting of Contracted Services rendered hereunder. Health Net shall have the right to modify, add or
delete Health Net Policies from time to time and at any time as Health Net deems appropriate in Health
Net's sole discretion and shall use reasonable efforts to provide timely notification to Provider of any such
modifications, additions or deletions.
3.3 Insurance. Health Net shall maintain insurance programs or policies appropriate and
necessary to protect itself and its employees against any claim for damages arising by reason of personal
injury or death of a Beneficiary.
3.4 Reporting to Regulators. Health Net and/or Payor shall accept sole responsibility for
filing reports, obtaining approvals and complying with applicable laws and regulations of State, federal and
other regulatory agencies having jurisdiction over Health Net and/or Payor; provided, however, that
Provider agrees to cooperate in providing Health Net and/or Payor with any information and assistance
reasonably required in connection therewith, including without limitation, permitting the regulatory
agencies to conduct periodic site evaluations of Provider, Facilities, Professional Providers and any of their
equipment, operations, and billing and medical records of Beneficiaries.
3.5 Premiums and Fees. Health Net shall make reasonable efforts to collect premiums and
other revenue to which Health Net is entitled. Health Net or Payor shall make payment to Provider for
Contracted Services in accordance with Article IV of this Agreement.
IV. COMPENSATION
4.1 Payment Rates. Health Net or Payor shall pay, and Provider shall accept as payment in
full for Contracted Services the amounts payable by Health Net or Payor as set forth in the applicable
Addendum, Schedule and Exhibit to this Agreement, less Copayrnents, Coinsurance and Deductibles
payable by Beneficiaries in accordance with the applicable Benefit Program. If any payment rates are
based on the Provider's billed charges, then, upon execution of this Agreement, Provider shall send Health
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Net an electronic copy or, if both parties agree, a hard copy of its current Charge Master or, if applicable,
other acceptable documentation of Provider's billed charges, in a format acceptable to Health Net.
Provider shall notify Health Net in writing at least sixty (60) days prior to any modification of items and/or
amounts to Provider's Charge Master or, if applicable, other acceptable documentation of Provider's billed
charges. Upon request from time to time, Provider shall promptly provide Health Net with an electronic
copy or, if both parties agree, hard copy of its then-current Charge Master or, if applicable, other acceptable
documentation of Provider's billed charges, in a format acceptable to Health Net. Health Net expressly
reserves the right to review the original Charge Master or, if applicable, other appropriate documentation of
Provider's billed charges, and any amendments thereto for accuracy, appropriateness and reasonableness
based on objective criteria, such as, for example, any cost reports Provider submits to governmental
agencies and the customary charge by like providers in the geographic region in which Provider renders
Contracted Services. Based on such review of the accuracy, appropriateness and reasonableness of the
Charge Master or, if applicable, other appropriate documentation of Provider's billed charges, submitted by
Provider, Health Net or Payor may modify such information and use the modified information as the basis
for payment of Contracted Services. The terms of this Section 4,1 shall survive termination of this
Agreement with respect to Contracted Services rendered during the term of the Agreement.
4.2 Billing and Payment. The terms of Section 4.2 shall survive termination of this
Agreement with respect to Contracted Services rendered during the term of the Agreement:
4.2.1 Billing. If Provider is compensated on a fee-for-service basis, Provider shall submit to
Health Net/Payor, via Health Net's/Payor's electronic claims submission program or hanIcopy as
determined by Health Net/Payor, Clean Claims within 60 days after Provider renders Contracted
Services. Where Health Net and/or Payor is the secondary payor under Coordination of Benefits,
Provider shall submit Clean Claims accompanied by the explanation of benefits (BOB) or
explanation of payment (EOP) from the primary payor to Health Net/Payor within 60 days of the
date of the EOB/E0P. If Provider fails to comply with the timely claims submission/filing
requirements set forth herein, Health Net shall have no obligation to pay such claims and Provider
shall be prohibited from billing the Beneficiary as set forth in Section 4.6 hereof.
Provider agrees to comply with Health Net Policies when billing and collecting and/or appealing
payment for Contracted Services rendered pursuant to this Agreement. Provider agrees that Health
Net/Payor shall have the right to determine the accuracy, appropriateness and reasonableness of all
Clean Claims submitted to it, including but not limited to verification of diagnostic codes, DRG
assignment, procedure codes and any and all other elements of the submitted claim that affect the
liability of Health Net/Payor. Based on its review of the accuracy, appropriateness and
reasonableness of claims information submitted by Provider, Health Net/Payor may modify such
information and use the modified information as the basis for payment of Contracted Services.
Health Net/Payor shall include with its payment an explanation of the reasons for any
modification of submitted information.
4.2.2 Payment. Health Net or Payor shall approve or deny each of Provider's timely-submitted
Clean Claims within 30 days of receipt of such claim, and shall pay approved Clean Claims within
30 days of approval. All payments shall be made in accordance with Health Net Policies. Interest
will be paid at the rate determined by CMS for Clean Claims not paid within 30 days of approval.
Overdue payments shall bear interest in accordance with Health Net Policies. Interest on overdue
payments shall be calculated beginning on the date that payment to Provider is due. Payment of
interest shall be Provider's sole remedy for failure of Health Net or Payor to make timely
payments. In no event shall. Health Net be under any obligation to pay Provider for any claim,
payment of which is the responsibility of another Payor under a particular Benefit Plan, including
without limitation self-funded health plans. A self-funded health plan is a Benefit Program that
Health Net administers, but does not insure or underwrite the liability of and that retains the
financial responsibility for payment of (1) claims for coverage under such Benefit Programs and
(ii) any expenses incident to the Benefit Program except those specifically assumed by Health Net
in any administrative services agreement between the self-funded health plan or its sponsor and
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Health Net. Not withstanding the foregoing, Provider may submit claims grievance in accordance
with Health Net Policies,
4.2.3 Appeals. Provider may request reconsideration of or appeal, claims payments in
accordance with the timeframes and procedures outlined in Health Net Policies (including without
limitation applicable provider/operations manual provisions) and Provider agrees to comply with
all timeliness requirements for reconsiderations and appeals. In no case will Health Net or Payor
grant Provider reconsideration or appeal of a claims payment for services that exceed one year
from the date of Health Net's or Payor's initial claims adjudication. If Provider fails to comply
with the timely appeals submission/filing requirements set forth herein, Health Net shall have no
obligation to pay for such claims, and Provider shall be prohibited from billing the Beneficiary as
set forth in Section 4.6 hereof.
4.3 Right of Offset. Health Net/Payor shall have the right, but not the obligation, to offset
amounts that are due to Health Net/Payer from Provider due to overpayments, sanctions, fees, or other
bases from compensation due to Provider. Such right of offset shall be in addition to any other remedies
available to Health Net/Payor at law or in equity. Provider has the right to request an annual accounting of
any offset and may appeal same through Health Net's/Payor's provider appeal process in accordance with
Health Net Policies. Any dispute regarding set offs not resolved through the appeal process may be
resolved under Section 7.5 of this Agreement. The terms of this Section 4.3 shall survive termination of
this Agreement.
4.4 Eligibility. Pursuant to Section 2.3 of this Agreement, except in an Emergency, Provider
shall verify the eligibility of Beneficiaries using Health Ners/Payor's telephonically or electronically
available system before providing Contracted Services. Provider acknowledges that (i) presentation of an
identification card is not sufficient proof of eligibility; (ii) verification of eligibility by Health Net/Payor is
based on information available to Health Net/Payor from its customers on the date Provider seeks
verification; (iii) the eligibility of the Beneficiary may change between the verification date and the date of
service; and (iv) Health Net's/Payor's eligibility verification shall not under any circumstances be deemed
as a guarantee of payment of the claim. Health Net/Payor shall use reasonable efforts to discourage
retroactive cancellation or addition of Beneficiaries to a Benefit Program by Health Net/Payor customers
and to confirm the eligibility of Beneficiaries. In the event Contracted Services are rendered to an
individual who is not a Beneficiary, based in whole in part on an erroneous or delayed enrollment list or
confirmation of enrollment of said individual by Health Net/Payor, the services rendered shall be deemed
Excluded Services and Provider may bill the individual directly for payment of such services.
4.5 Collection of Copayments. Provider shall collect all Copayrnents due from
Beneficiaries, and shall not waive or fail to pursue collection of Copayments from Beneficiaries, Provider
shall not charge Beneficiary any fees or surcharges for Contracted Services rendered pursuant to this
Agreement (except for authorized Copayments, Coinsurance and Deductibles). In addition, Provider shall
not collect a sales, use or other applicable tax from Beneficiaries for the sale or delivery of Contracted
Services. If Health Net or any Payor receives notice of any additional charge, Provider shall fully
cooperate with Health Net or such Payor to investigate such allegations, and shall promptly refund to the
party who made the payment, any payment deemed improper by Health Net or a Payor.
4.6 Beneficiary Held Harmless. Provider agrees that in no event, including, but not limited
to, non-payment by Health Net or a Payor, insolvency of Health Net or a Payor, or breach of this
Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration, or
reimbursement from, or have any recourse against Beneficiaries or persons acting on their behalf other than
Health Net or a Payor for Contracted Services provided pursuant to this Agreement. This provision shall
not prohibit collection of Copayments, Coinsurance or Deductibles made in accordance with applicable
Benefit Program Requirements. Provider further agrees that: (a) this provision shall survive the termination
of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the
benefit of Beneficiaries; (b) this provision supersedes any oral or written contrary agreement now existing
or hereafter entered into between Provider and Beneficiaries or persons acting on their behalf. In addition
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to the obligations contained herein, Provider agrees that Provider shall at all times comply with the
requirements of Arizona Revised Statutes 20-1072. At Health Net's option, the terms of the binding
arbitration provisions of this Agreement shall not apply to Health Net's actions to enforce the terms of this
provision against Provider, Professional Providers, Facilities, or any of their subcontractors; specifically, in
the event Provider fails to cure to Health Net's reasonable satisfaction breach of this provision immediately
upon written notice, Health Net may pursue legal or regulatory action to enforce the terms of this section in
addition to any other remedy granted to Health Net under law or in equity. Provider shall pay Health Net
for its reasonable attorney's fees and costs of enforcement. Further, Provider agrees to (i) address any and
all concerns it has with claims payment through Health Net's provider appeal process pursuant to Health
Net Policies and (ii) pay Health Net the sum of $100 for every collection notice sent to any Beneficiary in
contravention of this Agreement. Provider shall pay the $100 fee to Health Net within 30 days of Health
Net's written notice to Provider of the collection notice to any Beneficiary. Before expiration of the 30-day
notice period, Provider shall give the Beneficiary and Health Net written confirmation that Provider has
rescinded the collection notice and taken any other actions necessary to clear the Beneficiary's credit record
of the collection matter. Provider agrees that it shall be solely responsible for any costs, including without
limitation attorney fees and damages, incurred by Beneficiary as a result of any type of collection action
initiated by or on behalf of Provider in contravention of any provision of this Agreement. Notwithstanding
the foregoing, Health Net may waive the imposition of the $100 fee if, for example, Health Net determines
that Provider has not engaged in a pattern of inappropriately billing Beneficiaries and has taken all required
steps to correct the breach and to prevent future inappropriate billing of Beneficiaries.
4.7 Conditions for Compensation for Excluded Services. Provider may bill a Beneficiary
for Excluded Services rendered by Provider to such Beneficiary only if the Beneficiary is notified in
advance that the services to be provided are not Covered under the Beneficiary's Benefit Program, and the
Beneficiary requests in writing that Provider render the Excluded Services, prior to Provider's rendition of
such services.
4.8 Coordination of Benefits. Provider agrees to conduct Coordination of Benefits in
accordance with the policies and procedures established by Health Net or a Payor for the applicable Benefit
Program and shall be entitled to keep the proceeds of that activity in accordance with this paragraph.
Provider shall not bill Beneficiaries for any portion of Contracted Services not paid by the primary carrier
when Health Net or Payor is the secondary carrier, but shall instead look to Health Net or Payor for such
payment. When a Beneficiary has coverage which is primary through another carrier, then Health Net's or
Payor's compensation to Provider shall be the difference between the amount paid by the primary payor
and total billed charges, limited to Health Net's or Payor's negotiated rates, contained in the applicable
Addendum to this Agreement.
4.9 Third Party Recoveries. Notwithstanding A.R.S. 33-931, Provider agrees that Provider
shall not establish a lien against any third party recoveries which a Beneficiary may receive or to which a
Beneficiary may otherwise be entitled and that the compensation and reimbursement provided for herein
shall constitute Provider's customary charges, as referenced in A.R.S. 33-931 for Beneficiaries. Provider
agrees that establishment of such a lien shall be deemed to be a breach of Beneficiary Held Harmless
provisions in this Agreement.
4.10 Insolvency. In the event Health Net is declared insolvent, Provider shall continue to
provide services to Beneficiaries at the same rates and subject to the same terms and conditions established
in this Agreement for the duration of the period after Health Net is declared insolvent, until the earliest of
the following: (1) the expiration of the period during which Health Net is required to continue benefits as
described in ARS §20-1069A; (2) a notification from the receiver pursuant to ARS §20-1069F, or a
determination by the court that Health Net cannot provide adequate assurance it will be able to pay its
contract providers' claims for covered services that were rendered after Health Net is declared insolvent; (3)
a determination by the court that Health Net is unable to pay contract providers' claims for covered services
that were rendered after Health Net is declared insolvent; (4) a determination by the court that continuation
of the contract would constitute undue hardship to Provider; or (5) a determination by the court that Health
Net has satisfied its obligations to all Beneficiaries under the Benefit Programs.
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V. TERM AND TERMINATION
5.1 Term. The initial term of this Agreement shall be for a period of two years. After the
initial term, this Agreement shall automatically renew for successive one-year periods, unless one party
notifies the other in writing of its intent not to renew this Agreement, at least 120 days prior to the next
scheduled renewal date. Regardless of the Effective Date or any renewal date of this Agreement, Provider
shall not begin providing Contracted Services to Beneficiaries and Health Net shall have no obligation to
pay for such services until the completion of Health Net's or a Payor's credentialing and certification
processes, if any.
5.2 Immediate Termination. Health Net may terminate this Agreement immediately upon
notice to Provider with respect to Provider or with respect to any Facility or Professional Provider
(collectively and individually referred to in this section as "Provider"), in the event of (a) Provider's
violation of any applicable material law, rule or regulation; (b) Provider's failure to maintain the
professional liability insurance coverage specified hereunder; (c) any situation involving an investigation
conducted or complaint filed by a state or federal agency or licensing board that restricts Provider's ability
to operate a Facility or practice in a hospital, results in substantial limitation on, or reportable discipline
against Provider's license, accreditation, or certification; (d) Health Net's determination that the health,
safety or welfare of any Beneficiary may be in jeopardy if this Agreement is not terminated; (e) any lawsuit
or claim filed or asserted against Provider or alleging professional malpractice after Health Net's
reasonable inquiry regarding the allegations supporting such lawsuit or claim; (I) any indictment, charge,
arrest or conviction of a felony, or any criminal charge related to the medical, financial and other practices
of Provider.
5.3 Termination Due to Material Breach. Both parties agree to use best efforts to cure a
material breach of this Agreement within 30 days of receipt of written notice to cure from the other (the
"Cure Period"). If the breach is cured within the Cure Period, or if the breach is one which cannot
reasonably be corrected within the. Cure Period, and the defaulting party is making substantial and diligent
progress toward correction during the Cure Period to the reasonable satisfaction of the non-defaulting party,
this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if the defaulting party
fails to cure a material breach within the Cure Period, the non-defaulting party may terminate this
Agreement by providing the defaulting party 30 days prior written notice of termination. The non-
defaulting party may exercise this termination option, if at all, within 30 days of the date the Cure Period
expires. The provisions of this Section 5.3 shall not apply to claims payment timeliness issues which are
governed by Article IV of this Agreement.
5.4 Termination Upon Notice. Following the initial term of the Agreement, either party
may terminate this Agreement for any reason or no reason upon 120 days prior written notice to the other
party. In the event either party provides the other party with such notice, Health Net may, at its option,
begin to transition Beneficiaries immediately under this Agreement to another Participating Provider.
5.5 Right of Partial Termination. Provider may only terminate this Agreement in its
entirety in accordance with Sections 5.1, 5.2, 5.3 and 5.4. Health Net additionally may partially terminate
this Agreement, with respect to one or more Benefit Programs or networks of Participating Providers upon
60 days prior notice as Health Net may indicate in the notice of termination to Provider. This Agreement
shall remain in full force and effect with respect to all other Beneficiaries and Benefit Programs and
networks of Participating Providers.
5.6 Change of Control. This Agreement may be terminated by Health Net Inc. or its
successor upon a change in control of Health Net Inc. or of Provider upon written notice to Provider at any
time following such change of control which termination shall be effective as of the date set forth in said
written notice, (for purposes of this Section 5.6, a "change of control" of Health Net inc. means either an
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acquisition of not less than fifty-one percent (51%) of Health Net Inc.'s stock or assets, or an acquisition of
not less than twenty-five percent (25%) of Health Net Inc.'s stock together with the effective loss of control
of Health Net Inc.'s Board of Directors, and a "change of control" of Provider means either an acquisition
of not less than fifty-one percent (51%) of Provider's stock or assets, or an acquisition of not less than
twenty-five percent (25%) of Provider's stock together with the effective loss of control of Provider's Board
of Directors).
5.7 Information to Beneficiaries. The parties each agree not to disparage the other in any
information supplied by either party to Beneficiaries or other third parties in connection with any
expiration, termination or non-renewal of this Agreement. Health Net shall assume sole responsibility for
notifying Beneficiaries, and Health Net may commence transferring Beneficiaries to alternative providers,
prior to the effective date of any expiration, termination or non-renewal of this Agreement. If Beneficiaries
seek services or Participating Providers order tests or seek services from Provider after the effective date of
any expiration, termination, or non-renewal, Provider shall inform such Beneficiaries and Participating
Providers only that Provider no longer has an agreement with Health Net to render Covered Services and
shall direct them to Health Net's customer service department. Provider shall not otherwise initiate
communications with Beneficiaries or other third parties, verbally or in writing, concerning the expiration,
termination or non-renewal of its participation with Health Net, unless the parties have agreed in writing to
the content of such communications in the context of a mutually agreed communication plan. Nothing in
this provision is intended nor shall it be construed to prohibit or restrict Provider, Professional Provider, or
other Participating Providers from disclosing to any Beneficiary information regarding treatments
available, the risks, benefits and alternatives thereto, or the decision Or process of Health Net or a Payor to
Prior Authorize or deny benefits under a Benefit Program. The terms of this Section 5.7 shall survive
termination of this Agreement,
5.8 Effect of Termination. In the event that a Beneficiary is receiving Contracted Services
at the time this Agreement terminates or is non-renewed, Provider shall continue to provide Contracted
Services to the Beneficiary until: (a) the Beneficiary is discharged; (b) treatment is completed; or (c) the
Beneficiary is transferred to another Participating Provider, Compensation for such Contracted Services
shall be at the rates contained in the Addendum that applies to the applicable Benefit Program.
VI. RECORDS, AUDITS AND REGULATORY REQUIREMENTS
6.1 Medical and Other Records. Provider represents and warrants that it prepares and
maintains and will prepare and maintain all medical records, financial records relating to this Agreement,
and other books and records required by applicable federal and State law, in a form maintained in
accordance with the general standards applicable to such book or record keeping and in compliance with all
applicable state and federal confidentiality and privacy laws. Provider shall maintain such records for at
least ten (10) years after the rendition of Contracted Services, and records of a minor child shall be kept for
at least three years after the minor has reached the age of 18, but in no event less than ten (10) years after
the rendition of Contracted Services. Additionally, Provider shall maintain such financial, administrative
and other records as may be necessary for compliance by Health Net and Payors with all applicable local,
State, federal laws and regulations, HEDIS and accrediting agency rules and regulations.
6.2 Access to Records, Audits. The records referred to in Section 6.1 shall be and remain
the property of Provider. Subject only to applicable State and federal confidentiality or privacy laws,
Provider shall permit Health Net and Payors, or their designated representatives, and designated
representatives of local, State, and federal regulatory agencies having jurisdiction over Health Net or any
Payor ("Regulatory Agencies"), access to Provider's records, at Provider's place of business during normal
business hours, in order to inspect and review and make copies of such records. Such Regulatory Agencies
shall include, but not be limited to, the State Department of Health, the State Department of Insurance, and
the United States Department of Health and Human Services and any of their representatives. When
requested by Health Net, Payors, and/or Regulatory Agencies, Provider shall produce copies of any such
records at no charge. Additionally, Provider agrees to permit Health Net, Payors, Regulatory Agencies or
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their representatives, to conduct audits, site evaluations and inspections of Provider's records, offices and
service locations. Provider shall make available the access, audits, evaluations, inspections, records, and/or
copies of records required by this Section at no cost to Health Net, Payor and/or the Regulatory Agency
within a reasonable time period, but not more than five (5) days after the request is submitted to Provider.
6.3 Continuing Obligation. The obligations of Provider under this Article VI shall not he
terminated upon termination of this Agreement, whether by rescission, non-renewal or otherwise. After
such termination of this Agreement, Health Net, Payors and Regulatory Agencies shall continue to have
access to Provider's records as necessary to fulfill the requirements of this Agreement and to comply with
all applicable laws, rules and regulations.
6.4 Regulatory Compliance. Provider agrees to comply with all applicable local, State, and
federal laws, rules and regulations, now or hereafter in effect, regarding the performance of Provider's
obligations hereunder, including without limitation, laws or regulations governing Beneficiary
confidentiality, privacy, appeal and dispute resolution procedures to the extent that they directly or
indirectly affect Provider, Provider's Facility(ies), Provider's Professional Providers, a Beneficiary, Health
Net, or Payor, and bear upon the subject matter of this Agreement. If Health Net is sanctioned under any
regulatory body for non-compliance which is caused by Provider, Provider shall compensate Health Net for
amounts tied to this sanction incurred by Health Net including Health Net's costs of defense and fees.
VII. GENERAL PROVISIONS
7.1 Amendments. This Agreement may be amended only by a written instrument signed by
both parties. If Provider rejects any amendment, Health Net shall have the right to consider such rejection
as an intent to terminate the Agreement, and Health Net may terminate this Agreement upon 60 days prior
written notice. Amendments required because of legislative, regulatory or legal requirements do not
require the consent of Provider or Health Net and will be effective immediately on the effective date of the
requirement. Any amendment to this Agreement requiring prior approval of or notice to any federal or
state regulatory agency shall not become effective until all necessary approvals have been granted or all
required notice periods have expired.
7.2 Separate Obligations. For purposes of this Section 7.2, the term "Affiliate" shall mean
Health Net, or an entity that controls, is controlled by, under common control with, or under contract with
Health Net, or that has been authorized by Health Net to access one or more networks of Participating
Providers in connection with a Benefit Program, including without limitation self-funded health plans. The
rights and obligations of Health Net under this Agreement shall apply to each Health Net Affiliate and
Payor covered by this Agreement only with respect to the Benefit Programs of such Affiliate or Payor. No
such Affiliate or Payor shall be responsible for the obligations of any other Affiliate or Payor under this
Agreement with respect to the other Affiliate's or Payor's Benefit Programs. The. person executing this
Agreement on behalf of Health Net has been duly authorized by each Affiliate and Payor to execute this
Agreement on its behalf The terms of this Section 7.2 shall survive termination of this Agreement.
7.3 Assignment. Neither this Agreement, nor any of Provider's rights or obligations
hereunder, is assignable by Provider without the prior written consent of Health Net. Health Net expressly
reserves the right to assign, delegate or transfer any or all of its rights, obligations or privileges under this
Agreement without consent of Provider. The terms of this Section 7.3 shall survive termination of this
Agreement,
7.4 Confidentiality. Health Net, Payors and Provider agree to hold Beneficiary health
information and records, the terms of this Agreement, and all confidential or proprietary information or
trade secrets of each other, in trust and confidence except as required by law, Health Net, Payors and
Provider each agree to keep strictly confidential all compensation rates set forth in this Agreement and its
Addenda, except that this provision does not preclude disclosure by Health Net to potential customers,
Beneficiaries and Regulatory Agencies of the method of compensation used by Health Net with respect to
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its Participating Providers, e.g., fee-for-service, capitation, shared risk pool, DRG or per diem. Health Net,
Payors and Provider agree that such information shall be used only for the purposes contemplated herein,
and not for any other purpose. Health Net, Payors and Provider agree that nothing in this Agreement shall
be construed as a limitation of (i) Provider's rights or obligations to discuss with the Beneficiaries matters
pertaining to the Beneficiaries health regardless of Benefit Program coverage options or (ii) Health Net's
rights or obligations with respect to subcontractors, including without limitation delegated providers. The
terms of this Section 7.4 shall survive termination of this Agreement.
7.5 Dispute Resolution Process. The parties agree to use the dispute resolution process set
forth in this Section 7.5, and binding arbitration as described in Section 7.6, as the final steps in resolving
any controversy or dispute that may arise out of or relate to this Agreement, or the breach thereof, whether
involving a claim in tort, contract, or otherwise, (a "Dispute"). The parties each understand and agree that
any and all Health Net internal appeals processes (including without limitation as set forth in Section 4.2.3
hereof) must be properly pursued and exhausted before engaging in the dispute resolution process set forth
in this Section 7.5.
(a) Meet and Confer Process:
Initiation: If the parties are unable to resolve any Dispute through applicable Health Net internal
appeal processes, if any, the parties agree to meet and confer within 30 days of a written request
by either party in a good faith effort to informally settle any Dispute.
Confidentiality: All documents created for the purpose of, and exchanged during, the meet and
confer process and all meet and confer discussions, negotiations and proceedings shall be treated as
compromise and settlement negotiations subject to applicable State law, To the extent the parties
produce or exchange any documents, including documents that are otherwise subject to the attorney
work product or attorney-client privilege doctrine, the parties agree that such production or exchange
shall not waive the protected nature of those documents and shall not otherwise affect their
inadmissibility as evidence in any subsequent proceedings.
(b) Mediation:
If the parties arc unable to resolve any Dispute through the meet and confer process set forth
above, and desire to utilize other impartial dispute settlement techniques such as mediation or fact-
finding, a joint request for such services may be made to the American Arbitration Association
("AAA"), Judicial Arbitration and Mediation Services ("JAMS") prior to submitting a Dispute to
arbitration, the parties may initiate such other procedures as they may mutually agree upon,
7.6 Binding Arbitration. If the parties are unable to resolve a Dispute through the dispute
resolution process set forth in Section 7.5, the parties agree that such Dispute shall be settled by final and
binding arbitration, upon the motion of either party, under the appropriate rules of the AAA or JAMS, as
agreed by the parties. The parties each understand and agree that the exhaustion of any Health Net internal
appeals processes and the dispute resolution process set forth in Section 7.5 hereof are conditions precedent
to binding arbitration under this Section 7.6. Notwithstanding the foregoing, nothing contained herein is
intended to require binding arbitration of disputes alleging medical malpractice between a Beneficiary and
Provider or to Disputes between the parties alleging breaches of confidentiality of Beneficiary information,
trade secret or intellectual property obligations. The arbitration shall be conducted in Tucson or Phoenix,
Arizona, as the parties may agree, by a single, neutral arbitrator who is licensed to practice law. The written
demand shall contain a detailed statement of the matter and facts and include copies of all available related
documents supporting the demand. Arbitration must be initiated within one year after the date the Dispute
arose by submitting a written demand to the other party. The failure to initiate arbitration within that one-
year period shall mean the complaining party shall be barred forever from initiating such proceedings.
All such arbitration proceedings shall be administered by the AAA or JAMS, as agreed by the
parties; however, the arbitrator shall be bound by applicable State and federal law, and shall issue a written
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opinion setting forth findings of fact and conclusions of law. The parties agree that the decision of the
arbitrator shall be final and binding as to each of them. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction. The arbitrator shall have no authority to make material
errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements
between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no
authority to make any award which could not have been made by a court of law. The party against whom
the award is rendered shall pay any monetary award and/or comply with any other order of the arbitrator
within sixty (60) days of the entry of judgment on the award. The parties waive their right to a jury or court
trial.
The parties recognize and agree that theirs is an ongoing business relationship which may lead to
sensitive issues with respect to the exchange of information related to any Dispute. The parties agree,
therefore, to enter into such protective orders (including without limitation creating a category of discovery
documents "for attorneys' eyes only" to the extent feasible given the nature of the evidence and the
Dispute). All discovery information shall be used solely and exclusively for arbitration of the Dispute
between the parties and may not be used for any other purpose. After the arbitration award becomes final,
each party shall return or destroy all attorneys' eyes only and highly confidential documents obtained from
the other party during the course of the arbitration, and within thirty (30) days of such date shall provide to
the other party an officer's certificate signed under penalty of perjury indicating that all such information
has been returned or destroyed.
In all cases submitted to arbitration, the parties agree to share equally the administrative fee as
well as the arbitrator's fee, if any, unless otherwise assessed by the arbitrator. The administrative fees shall
be advanced by the initiating party subject to final apportionment by the arbitrator in this award. The
parties agree that the content and decision of any arbitration proceeding shall be confidential unless
disclosure is required by applicable State or federal statutes or regulations. The terms of Section 7,5 and
Section 7.6 shall survive termination of this Agreement.
7.7 Entire Agreement. This Agreement represents the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all other agreements, either oral or
written, between the parties with respect to the subject matter hereof, and no other agreement, statement or
promise relating to the subject matter of this Agreement shall be valid or binding.
7.8 Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State, except to the extent such laws conflict with or are preempted by any
federal law, in which case such federal law shall govern.
7.9 Indemnification,
7,9.1 Responsibility for Own Acts. Each party shall be responsible for its own acts or
omissions and for any and all claims, liabilities, injuries, suits, demands and expenses of all kinds
which may result or arise out of any alleged malfeasance or neglect caused or alleged to have been
caused by that party or its employees or representatives in the performance or omission of any act
or responsibility of that party under this Agreement.
7.9.2 Provider agrees to indemnify, defend, and hold harmless Health Net, its agents, officers,
and employees from and against any and all liability expense including defense costs and legal
fees incurred in connection with claims for damages of any nature whatsoever, including but not
limited to, bodily injury, death, personal injury, or property damage arising from Provider's
performance or failure to perform its obligations hereunder.
7.9.3 Health Net agrees to indemnify, defend, and hold harmless Provider, its agents, officers,
and employees from and against any and all liability expense, including defense costs and legal
fees incurred in connection with claims for damages of any nature whatsoever, including but not
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limited to, bodily injury, death, personal injury, or property damage arising from Health Net's
performance or failure to perform its obligations hereunder.
7.10 Non-Exclusive Contract. This Agreement is non-exclusive and shall not prohibit
Provider or Health Net or Payor from entering into agreements with other health care providers or
purchasers of health care services.
7.11 No Third Party Beneficiary. Nothing in this Agreement is intended to, or shall be
deemed or construed to create any rights or remedies in any third party, including a Beneficiary. Nothing
contained herein shall operate (or be construed to operate) in any manner whatsoever to increase the rights
of any such Beneficiary or the duties or responsibilities of Provider or Health Net or Payor with respect to
such Beneficiaries,
7.12 Notice. Any notice required or desired to be given under this Agreement shall be in
writing. Notices shall be deemed given five days post deposit in the U.S. mail, postage prepaid. If sent by
hand delivery, overnight courier, or facsimile, notices shall be deemed given upon documentation of
receipt. All notices shall be addressed as follows:
Health Net: Vice President, Provider Network Management
Health Net of Arizona
21650 Oxnard Street,
Woodland Hills, CA 91367
Facsimile: (800) 509-8673
Cc: Director, Provider Network Management
Health Net of Arizona
1230 W. Washington St., Ste. 401
Tempe, AZ 85281
Facsimile: (602) 794-1803
Provider:
Facsimile number:
The addresses to which notices are to be sent may be changed by written notice given in
accordance with this Section.
7.13 Regulation, Health Net/Payor is subject to the requirements of various local, State, and
federal laws, rules and regulations. Any provision required to be in this Agreement by any of the above
shall bind Provider and Health Net/Payor whether or not expressly set forth herein.
7.14 Seyerability. If any provision of this Agreement is rendered invalid or unenforceable by
any local, State, or federal law, rule or regulation, or declared null and void by any court of competent
jurisdiction, the remainder of this Agreement shall remain in flu u force and effect.
7.15 Status as Independent Entities. None of the provisions of this Agreement is intended to
create or shall be deemed or construed to create any relationship between Provider and Health Net/Payor
other than that of independent entities contracting with each other solely for the purpose of effecting the
provisions of this Agreement. Neither Provider nor Health Net/Payor, nor any of their respective agents,
employees or representatives shall be construed to be the agent, employee or representative of the other.
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7.16 Addenda. Each Addendum to this Agreement is made a part of this Agreement as
though set forth fully herein. Any provision of an Addendum that is in conflict with any provision of this
Agreement shall take precedence and supersede the conflicting provision of this Agreement.
7.17 Regulatory Approval. If Health Net has not been licensed to provide, or arrange for
services in connection with, a particular Benefit Program in a particular State, or has not received all
required regulatory approvals for use of this Agreement with respect to a particular Benefit Program in
such State prior to the execution of this Agreement, this Agreement shall be deemed to be a binding letter
of intent with respect to such Benefit Program in that State. In such event, this Agreement shall become
effective with respect to any such Benefit Program in that State on the date that the required licensure and
regulatory approvals are obtained. If such licensure or regulatory approval is conditioned upon amendment
of this Agreement, then this Agreement shall be amended automatically pursuant to Section 7.1 hereof.
7.18 Calculation of Time. The parties agree that for purposes of calculating time under
this Agreement, any time period of less than ten (10) days shall be deemed to refer to business days and any
time period of ten (10) days or more shall be deemed to refer to calendar days unless the term "business"
precedes the term "days".
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THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE
ENFORCED BY THE PARTIES.
IN WITNESS WHEREOF, the parties have executed this Agreement.
MARICOPA COUNTY HEALTH NET OF ARIZONA
MARICOPA COUNTY DEPARTMENT
OF HEALTH SERVICES dba PUBLIC
HEALTH CLINICAL SERVICES
MARICOPA COUNTY DEPARTMENT
OF HEALTH SERVICES dba
Healthcare for the Homeless Clinic
Signature Signature
Print Name Print Name
Title Title
Date Date
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Federal Tax Identification Number
CC' A tAL
Name of Tax Identification Numbe Owner
Provider/Facility Name, State Federal Tax Medicare National Drug
Address, Telephone and Specialty License Identification Provider Provider Other Enforcement
Facsimile Phone Number Number Number Identifier Language(s) i Agency Number
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Health Net of Arizona Provider Participation Agreement
IN WITNESS WHEREOF, the parties agree to enter into this Agreement:
FOR AND ON BEHALF OF
MARICOPA COUNTY
By
Chairman, Board of Supervisors
Date
ATTEST:
Clerk of the Board
Date
APPROVED AS TO FORM:
Deputy Attorney for Maricopa County
Date

Addendum A
ADDENDUM A
PROVIDER-SPECIFIC RIGHTS AND OBLIGATIONS
"This Addendum Intentionally Left Blank"
Provider Participation Agreement Maricopa County Health Services
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Addendum B
ADDENDUM B
COMMERCIAL BENEFIT PROGRAMS
GENERAL PRODUCT DESCRIPTIONS
1. BENEFIT PROGRAM GENERAL DESCRIPTIONS. The following are general program
descriptions for commercial products covered by this Agreement as of the date of this Addendum:
A. Standard HMO and/or EPO Benefit Programs. Under a standard HMO and/or EPO
Benefit Program, Beneficiaries elect (either through direct selection or assignment) a Primary Care
Physician to provide or arrange for the provision of Covered Services from Participating Providers.
B. Point-Of-Service HMO Benefit Programs. Under a Point-of-Service HMO Benefit
Program, Beneficiaries may elect, at the time of obtaining each Covered Service, to utilize either: (a) HMO
coverage through their selected or assigned PCP; (b) optional Preferred Provider Organization ("PPO")
coverage by self-referring to PPO Participating Providers; or (c) coverage through either non-Participating
Providers, or Participating Providers where other Benefit Program Requirements are not met.
C. Open Access HMO Benefit Programs. Under the Open Access HMO Benefit
Program, Beneficiaries may self-refer to a Participating Provider for Covered Services. Copayments may
vary depending on the specialty of the provider.
D. Preferred Provider Organization (PPO) Benefit Programs. Under a PPO Benefit
Program, Beneficiaries generally obtain higher levels of coverage when choosing, at the time services are
rendered, to seek Covered Services from Participating Providers and reduced levels of coverage when
choosing, at the time services are rendered, to seek Covered Services from Non-Participating Providers.
Beneficiaries are not required to select a PCP in order to obtain coverage.
E. Managed Indemnity Benefit Programs. Under a managed indemnity Benefit Program,
Beneficiaries generally receive a predetermined level of coverage for Covered Services. No distinctions in
coverage are made based upon the status of the provider of service.
F. Self-Funded or Third Party Administrator Benefit Programs. A Benefit Program
that Health Net administers, but does not insure or underwrite the liability of, and for which the self-funded
Benefit Program or its sponsor retains the financial responsibility and final authority for payment of (i)
claims for coverage under such Benefit Program and (ii) all expenses incident to the Benefit Program
except those specifically assumed by Health Net in any administrative services agreement between the self-
funded Benefit Program or its sponsor and Health Net.
II. PAYMENT METHOD
SEE THE ATTACHED EXHIBITS B-1 and B-2 IDENTIFYING RATES AND PAYMENT
CONDITIONS APPLICABLE TO COMMERCIAL BENEFIT PROGRAMS.
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Addendum B
EXHIBIT B-1
COMMERCIAL
PHYSICIAN RATE EXHIBIT
PAYMENT RATES
NOT APPLICABLE
Provider Pariletpstion Agseement Marieops County Health Services
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Addendum B
EXHIBIT B-2
PHYSICIAN
PAYMENT CONDITIONS
NOT APPLICABLE
Provider Participation Agreement Maricopa County Health Servicert
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Addendum C
ADDENDUM C
MEDICARE ADVANTAGE PROVISIONS
Provider understands and agrees that the obligations of "Health Net" set forth in this Addendum shall be
the obligations of Health Net of Arizona, Inc, and/or Health Net Life Insurance Company, Inc., and not the
obligations of Health Net, Inc. or any other Affiliate of Health Net, Inc. To the extent that any definition,
term, condition or provision set forth in this Addendum is inconsistent or in conflict with any definition,
term, condition or provision set forth in the Agreement, the definition, term, condition or provision set forth
in this Addendum shall control.
A. DEFINITIONS
1. Medicare Advantage (MA) Beneficiary or Member. A Medicare Beneficiary who has elected
to enroll in and receive coverage through a Health Net MA or MAPD Benefit Program, under the
terms and conditions of the Benefit Program's MA or MAPD Evidence of Coverage, and whose
enrollment has been confirmed by the Centers for Medicare and Medicaid Services ("CMS"), an
agency of the U.S. Department of Health and Human Services ("NHS") that administers the
Medicare Advantage program.
2. Contract Period. The term of the contract between Health Net and CMS.
3. Centers for Medicare & Medicaid Services (CMS). The agency within she Departnent of Health
and Human Services that administers the Medicare program.
4. Delegation. Delegation to Provider of a certain contractual obligation of Health Net under Health
Net's contract with CMS.
5. MA Benefit Program. A Health Net Medicare Advantage Benefit Program that provides
coverage for certain health care services,
6. MAPD Benefit Program. An MA Benefit Program that includes Medicare Part D prescription
drug coverage.
7. Medicare Advantage (MA). The statutory name applicable to the federal program of prepaid
health care services for Medicare beneficiaries established by the Medicare Prescription Drug,
Improvement, and Modernization Act of 2003. MA is an alternative to the traditional Medicare
program in which private plans run by health insurance companies provide health care benefits that
eligible beneficiaries would otherwise receive directly from the Medicare program.
8. MA/MAPD Evidence of Coverage. A legally binding statement of coverage, revised annually,
between a MA Member and Health Net under which a MA Member is entitled to receive coverage
for certain hospital, medical and other associated health care services.
B. MEDICARE ADVANTAGE PROGRAM REGULATORY OBLIGATIONS
1. Payment, Health Net is obligated to pay Provider promptly under the terms of the Agreement
between Health Net and the Provider, as well as in accordance with Health Net Policies. Health
Net and Provider agree to: (i) Process contracted Provider claims received at Health Net within 60
calendar days of receipt, and (ii) Process non-contracted provider clean claims received by
Provider within 30 calendar days and 60 calendar days for all other claims.. [*See 42 CFR
§422.520(b)(1) and (2); Ch. 11, §100.4, Medicare Managed Care Manual ("MMCM")]
2. Health Net and Provider agree and Provider shall require its subcontractors to agree to the
following:
(a) HHS, CMS, the Comptroller General, or their designees have the right to audit, evaluate, and
inspect any pertinent information for any particular contract period, including, but not limited
to, any books, contracts, computer or other electronic systems, including medical records and
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Addendum C
documentation of Provider and any Provider subcontractor, involving transactions related to
CMS' contract with Health Net through ten (10) years from the final date of the final Contract
Period of the contract entered into between CMS and Health Net or from the date of
completion of any audit, whichever is later. [*See 42 CFR §§ 422.504(i)(2)(i) and (ii); Ch.
11. §100.4, MMCMI
(b) Cooperate in, assist in, and provide information as requested for audits, evaluations and
inspections performed under Section B.2(a) above. [*See Ch. 11. §100.4, MMCM]
(c) Safeguard each MA Beneficiary's privacy and comply with the confidentiality and MA
Beneficiary record accuracy requirements, including: 1) abiding by all Federal and State laws
regarding confidentiality and disclosure of medical records , or other health and enrollment
information, 2) ensuring that medical information is released only in accordance with
applicable Federal or State law, or pursuant to court orders or subpoenas, (3) maintaining the
records and information in an accurate and timely manner, and (4) ensuring timely access by
MA Beneficiaries to the records and information that pertain to them, [*See 42 CFR §§
422.504(a)(13); 42 CFR §422.118; Ch. 11. §100.4, MMCM].
(d) Contracts or other written agreements between Provider and Provider subcontractors must
contain a prompt payment provision, the terms of which are developed and agreed to by the
contracting parties. [*See Ch. 11, §100.4, MMCM]
(e) Hold each MA Beneficiary harmless for payment of any fees that are the legal obligation of
Health Net...in the event of, but not limited to, insolvency of, breach by or billing of Provider
by Health Net. [*See 42 CFR §§ 422.504(g)(1)(i) and (1)(3)(i)1
(f) Comply with all applicable Medicare laws, regulations, reporting requirernents,_and CMS
instructions. [*See 42 CFR § 422.504(i)(4)(v)j
(g) Perform each service or other activity under this Agreement in a manlier consistent and in
compliance with Health Net's contractual obligations to CMS. [*See 42 CFR §§
422.504(03)(iH)]
(h) Maintain all records relating to this contract for a minimum of ten (10) years from the final
date of the Contract Period or the date of the completion date of any audit, whichever is later.
[*See Ch. 11. §100.4, MMCM]
Health Net oversees and is ultimately responsible to CMS for any functions and
responsibilities described in the Medicare Advantage regulations. Provider understands that
this accountability provision also applies to this Addendum. [See CH. 11 §100.4, MMCM.
See 42 CFR §§422.504
co Comply with Health Net Policies. [*See Ch. 11. §100.4, MMCM]
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Addendum C
(k) For all MA Beneficiaries eligible for both Medicare and Medicaid, such MA Beneficiaries
will not be held liable for Medicare Part A and B cost sharing when the State is responsible
for paying such amounts. Providers will be informed of Medicare and Medicaid benefits and
rules for enrollees eligible for Medicare and Medicaid. Provider and Provider subcontractors
may not impose cost-sharing that exceeds the amount of cost-sharing that would be permitted
with respect to the individual under title XIX if the individual were not enrolled in such a
plan. Providers will: (1) accept Health Net payment as payment in full, or (2) bill the
appropriate State source. rSee 42 CFR §422.504(g)(I )(i) and (iii); 42 C.F.R. §§
422.504(i)(3)(i)]
C. DELEGATION — The parties acknowledge that none of Health Net's contract obligations to
CMS have been delegated by Health Net to Provider.
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Addendum C
EXHIBIT C-1
MEDICARE
PHYSICIAN RATE EXHIBIT
PAYMENT RATES
Subject to the terms of this Agreement, including without limitation, the Payment Conditions set forth in
Exhibit C-2 of this Agreement, when Contracted Services rendered by Provider are paid on a fee-for-
service basis, Provider shall be paid the lesser of: (i) the rates set forth in this Exhibit C-1, or (ii) 100% of
Provider's billed charges. Health Net shall implement CMS updates within 90 days of the date Health Net
receives updates from CMS. All CMS updates shall be made only prospectively. The parties acknowledge
that the codes referred to in this Exhibit may be updated or modified from time to time by the applicable
coding agency. The parties therefore agree that coding references shall be deemed to refer to the codes in
effect at the time Contracted Services are rendered without regard to whether the particular code number is
the same as that referenced in this Exhibit. Any and all rate modifications shall be made only prospectively,
CacgOM of Service" .Ci i in R k' Ori
Contracted Services delivered by Provider, excluding services listed below 100% of Health
Net Fee Schedule
Contracted Services delivered by allied health professionals, including but not limited 85% of Health Net
to PA. CNM, CRNA, NP, PT, OT, and ST excluditil services listed below Fee Schedule
Laboratory Services performed in Provider office 65% of Health Net
Fee Schedule
Radiology Services 75% of Health Net
Fee Schedule
Durable Medical Equipment 100% of Health
Net Fee Schedule
Pharmaceuticals 100% of Health
Net Fee Schedule
By Report (BR) Procedures, Procedures not Listed and Procedures with Rela iv ties Health Net Fee
not Established Schedule
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Addendum C
EXHIBIT C-2
PHYSICIAN
PAYMENT CONDITIONS
The following payment conditions supplement but do not replace any conditions or requirements contained
in Health Net Policies, and apply to all payments made to Provider for Contracted Services under this
Agreement:
1. Provider shall bill with valid CPT/HCPCS/ICD diagnosis codes.
2. References in Exhibit C-1 to the Health Net Fee Schedule mean that Health Net's reimbursement is
based upon, but is not the same as the CMS allowable. For "by report" procedures, procedures not
listed, or procedures with relativities not established, Provider will be reimbursed according to Health
Net Fee Schedule guidelines or 50% of Provider's billed charges when there is no guideline, less any
applicable Beneficiary responsibility. All payments are subject to Health Net Policies and coding
guidelines, which may vary from those in the CMS Fee Schedule.
3. Pharmaceuticals shall include inhaled/infused/injected medications provided by, and delivered in
Provider office. Support drugs and injection supplies for patient self-administered injections may be
supplied through a Health Net preferred specialty pharmacy provider. Provider shall bill administered
dosage in accordance with applicable HCPCS Code.
4. These rates apply to all current and future locations billed under this and future Tax Identification
Numbers indicated by Provider through a signed W-9 form and subject to terms of this Agreement.
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ADDENDUM F
MEDICAID PROVISIONS
Provider understands and agrees that (i) the obligations of "Contractor" and of "Health Net" set forth in this
Addendum shall be the obligations of the Health Net Affiliate established to perform any AHCCCS contract
(currently expected to be named "Health Net Access, Inc."), and not the obligations of Health Net, Inc. or any other
Affiliate of Health Net, Inc. and (ii) the obligations of "Subcontractor" shall be the obligations of Provider. To the
extent that any definition, term, condition or provision set forth in this Addendum is inconsistent or in conflict with
any definition, term, condition or provision set forth in the Agreement, the definition, term, condition or provision
set forth in this Addendum shall control with respect to the Medicaid AHCCCS Benefit Program.
The following provisions are required pursuant to Arizona law to be included in this addendum/attachment
verbatim.
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM (AFICCCS)
Minimum Subcontract Provisions
For the sole purpose of this Attachment, the following definitions apply:
"Subcontract" means any contract between the Contractor and a third party for the performance of any or all
services or requirements specified under the Contractor's contract with AHCCCS.
"Subcontractor" means any third party with a contract with the Contractor for the provision of any or all services or
requirements specified under the Contractor's contract with AHCCCS.
Subcontractors who provide services under the AHCCCS ALTOS and/or the Acute Care Program must comply with
the following applicable rules and statutes:
• Rules for the ALTCS are found in Arizona Administrative Code (AAC) Title 9, Chapter 28. AHCCCS
statutes for long term care are generally found in Arizona Revised Statue (ARS) 36,Chapter 29, Article 2.
• Rules for the Acute Care Program are found in AAC Title 9, Chapter 22. AHCCCS statutes for the Acute
Care Program are generally found in ARS 36, Chapter 29, Article I. Rules for the KidsCare Program are
found in AAC Title 9, Chapter 31 and the statutes for KidsCare Program may be found in ARS 36, Chapter
29, Article 4,
All statutes, rules and regulations cited in this attachment are listed for reference purposes only and are not intended
to be all inclusive.
I. ASSIGNMENT AND DELEGATION OF RIGHTS AND RESPONSIBILITIES
No payment due the Subcontractor under this subcontract may be assigned without the prior approval of the
Contractor. No assignment or delegation of the duties of this subcontract shall be valid unless prior written approval
is received from the Contractor.
2. AWARDS OF OTHER SUBCONTRACTS
AHCCCS and/or the Contractor may undertake or award other contracts for additional or related work to the work
performed by the Subcontractor and the Subcontractor shall fully cooperate with such other Contractors,
Subcontractors or state employees. The Subcontractor shall not commit or permit any act which will interfere with
the performance of work by any other Contractor, Subcontractor or state employee.
3. CERTIFICATION OF COMPLIANCE — ANTI-KICKBACK AND LABORATORY TESTING
By signing this subcontract, the Subcontractor certifies that it has not engaged in any violation of the Medicare Anti-
Kickback statute (42 liSC §,§I320a-7b) or the "Stark I" and "Stark II" laws governing related-entity referrals (PL
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101-239 and PL 101-432) and compensation there from. If the Subcontractor provides laboratory testing, it certifies
that it has complied with 42 CFR §411.361 and has sent to AHCCCS simultaneous copies of the information
required by that rule to be sent to the Centers for Medicare and Medicaid Services, (42 USC §§1320a-7b; PL 101-
239 and PL 103-432; 42 CFR §411.361)
4. CERTIFICATION OF TRUTHFULNESS OF REPRESENTATION
By signing this subcontract, the Subcontractor certifies that all representations set forth herein are true to the best of
its knowledge.
5. CLINICAL LABORATORY IMPROVEMENT AMENDMENTS OF 1988
The Clinical Laboratory Improvement Amendment (CLIA) of 1988 requires laboratories and other facilities that test
human specimens to obtain either a CLIA Waiver or CLIA Certificate in order to obtain reimbursement from the
Medicare and Medicaid (AHCCCS) programs, In addition, they must meet all the requirements of 42 CFR 493,
Subpart A.
To comply with these requirements, AHCCCS requires all clinical laboratories to provide verification of CLIA
Licensure or Certificate of Waiver during the provider registration process. Failure to do so shall result in either a
termination of an active provider ID number or denial of initial registration. These requirements apply to all clinical
laboratories. Pass-through billing or other similar activities with the intent of avoiding the above requirements are
prohibited. The Contractor may not reimburse providers who do not comply with the above requirements. (CLIA of
1988; 42 CFR 493, Subpart A)
6. COMPLIANCE WITH AHCCCS RULES RELATING TO AUDIT AND INSPECTION
The Subcontractor shall comply with all applicable AHCCCS Rules and Audit Guide relating to the audit of the
Subcontractor's records and the inspection of the Subcontractor's facilities. If the Subcontractor is an inpatient
facility, the Subcontractor shall file uniform reports and Title XVIII and Title XIX cost reports with AHCCCS.
(A.R.S. §41-2548; 45 CFR 74.48 (d))
7. COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS
The Subcontractor shall comply with all Federal, State and local laws, rules, regulations, standards and executive
orders governing performance of duties under this subcontract, without limitation to those designated within this
subcontract. [42 CFR 434.70] [42 CFR 438.6(1)]
8. CONFIDENTIALITY REQUIREMENT
The Subcontractor shall safeguard confidential information in accordance with Federal and State laws regulations,
policies, and AHCCCS directives, including but not limited to, 42 CFR Part 431, Subpart F, A.R.S. §36-107, §36-
2903 (for Acute), §36-2932 (for ALTCS), §41-1959 and §46-135, the Health Insurance Portability and
Accountability Act (Public Law 107-191 Statutes 1936), 45 CFR Parts 160 and 164, and AHCCCS Rules.
9. CONFLICT IN INTERPRETATION OF PROVISIONS
In the event of any conflict in interpretation between provisions of this subcontract and the AHCCCS Minimum
Subcontract Provisions, the latter shall take precedence.
10. CONTRACT CLAIMS AND DISPUTES
Contract claims and disputes arising under A.R.S. Title 36, Chapter 29 shall be adjudicated in accordance with
AHCCCS Rules, A.R.S. §36-290I et seq. (for Acute) and A.R.S. §36-2931 et seq. (for ALTOS).
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11. ENCOUNTER DATA REQUIREMENT
If the Subcontractor does not bill the Contractor (e.g., Subcontractor is capitated), the Subcontractor shall submit
encounter data to the Contractor in a form acceptable to AHCCCS,
12, EVALUATION OF QUALITY, APPROPRIATENESS, OR TIMELINESS OF SERVICES
AHCCCS or the U.S. Department of Health and Human Services may evaluate, through inspection or other means,
the quality, appropriateness or timeliness of services performed under this subcontract.
13. E-VERIFY REQUIREMENTS
In accordance with A.R.S. §41-4401, the Contractor and Subcontractor warrants compliance with all Federal
immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. §23-214,
Subsection A.
14. FEDERAL IMMIGRATION AND NATIONALITY ACT
The Subcontractor shall comply with all Federal, State and local immigration laws and regulations relating to the
immigration status of their employees during the term of the contract. Further, the Subcontractor shall flow down
this requirement to all Subcontractors utilized during the term of the contract. The State shall retain the right to
perform random audits of Contractor and Subcontractor records or to inspect papers of any employee thereof to
ensure compliance. Should the State determine that the Contractor and/or any Subcontractors be found
noncompliant, the State may pursue all remedies allowed by law, including, but not limited to; suspension of work,
termination of the contract for default and suspension and/or debarment of the Contractor.
15. FRAUD AND ABUSE
If the Subcontractor discovers, or is made aware, that an incident of suspected fraud or abuse has occurred, the
Subcontractor shall report the incident to the prime Contractor as well as to AHCCCS, Office of the Inspector
General (01G). All incidents of potential fraud shall be reported to the OIG.
16. GENERAL INDEMNIFICATION
The parties to this contract agree that AHCCCS shall be indemnified and held harmless by the Contractor and
Subcontractor for the vicarious liability of AHCCCS as a result of entering into this contract. However, the parties
further agree that AHCCCS shall be responsible for its own negligence. Each party to this contract is responsible for
its own negligence.
17. INSURANCE
The Contractor and Subcontractor are required to maintain insurance, at a minimum, as specified in Attachment E-1,
Standard Professional Service Contracts and E-2, Standard Professional Service Contracts --Under $50,000. For
policies for insurance for professional service contracts working with children or vulnerable adults the policy shall
be endorsed to include coverage for sexual abuse and molestation.
18. LIMITATIONS ON BILLING AND COLLECTION PRACTICES
Except as provided in Federal and State law and regulations, the Subcontractor shall not bill, or attempt to collect
payment from a person who was AHCCCS eligible at the time the covered service(s) were rendered, or from the
financially responsible relative or representative for covered services that were paid or could have been paid by
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the System.
19. MAINTENANCE OF REQUIREMENTS TO DO BUSINESS AND PROVIDE SERVICES
The Subcontractor shall be registered with AHCCCS and shall obtain and maintain all licenses, permits and
authority necessary to do business and render service under this subcontract and where applicable, shall comply
with all laws regarding safety, unemployment insurance, disability insurance and worker's compensation.
20. NON-DISCRIMINATION REQUIREMENTS
The Subcontractor shall comply with State Executive Order No. 99-4, which mandates that all persons, regardless of
race, color, religion, gender, national origin or political affiliation, shall have equal access to employment
opportunities, and all other applicable Federal and State laws, rules and regulations, including the Americans with
Disabilities Act and Title Vi. The Subcontractor shall take positive action to ensure that applicants for employment,
employees, and persons to whom it provides service are not discriminated against due to race, creed, color, religion,
sex, national origin or disability. (Federal regulations, State Executive order # 99-4)
21, OFF-SHORE PERFORMANCE OF WORK PROHIBITED
Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its
clients and involve access to secure or sensitive data or personal client data shall be performed within the defined
territories within the borders of the United States. Unless specifically stated otherwise in specifications, this
definition does not apply to indirect or "overhead" services, redundant back-up services or services that are
incidental to the performance of the contract. This provision applies to work performed by Subcontractors at all
tiers.
22. PRIOR AUTHORIZATION AND UTILIZATION MANAGEMENT
The Contractor and Subcontractor shall develop, maintain and use a system for Prior Authorization and Utilization
Management that is consistent with AHCCCS Rules and the Contractor's policies,
23. RECORDS RETENTION
The Subcontractor shall maintain records relating to covered services and expenditures including reports to
AHCCCS and documentation used in the preparation of reports to AHCCCS. The Subcontractor shall comply with
all specifications for record keeping established by AHCCCS. All books and records shall be maintained to the
extent and in such detail as required by AHCCCS Rules and policies. Records shall include but not be limited to
financial statements, records relating to the quality of care, medical records, prescription files and other records
specified by AHCCCS. The Subcontractor agrees to make available, at all reasonable times during the term of this
contract, any of its records for inspection, audit or reproduction by any authorized representative of AHCCCS, State
or Federal government. The Subcontractor shall preserve and make available, at no cost, all records for a period of
five years from the date of final payment under this contract unless a longer period of time is required by law. If this
contract is completely or partially terminated, the records relating to the work terminated shall be preserved and
made available, at no cost, for a period of five years from the date of any such termination. Records which relate to
grievances, disputes, litigation or the settlement of claims arising out of the performance of this contract, or costs
and expenses of this contract to which exception has been taken by AHCCCS, shall be retained by the Subcontractor
for a period of five years after the date of final disposition or resolution thereof unless a longer period of time is
required by law. [45 CFR 74.53; 42 CFR 431.17; A.R.S. §41-2548]
24. SCRUTINIZED BUSINESS
Provider Participation Agreement
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In accordance with A.R.S. §35-391 and A.R.S. §35-393, Contractor and Subcontractor certifies that the Contractor
does not have scrutinized business operations in Sudan or Iran.
25. SEVERABILITY
If any provision of these subcontract terms and conditions is held invalid or unenforceable, the remaining provisions
shall continue valid and enforceable to the full extent permitted by law.
26. SUBJECTION OF SUBCONTRACT
The terms of this subcontract shall be subject to the applicable material terms and conditions of the contract existing
between the Contractor and AHCCCS for the provision of covered services,
27. TERMINATION OF SUBCONTRACT
AHCCCS may, by written notice to the Subcontractor, terminate this subcontract if it is found, after notice and
hearing by the State, that gratuities in the form of entertainment, gifts, or otherwise were offered or given by the
Subcontractor, or any agent or representative of the Subcontractor, to any officer or employee of the State with a
view towards securing a contract or securing favorable treatment with respect to the awarding, amending or the
making of any determinations with respect to the performance of the Subcontractor; provided, that the existence of
the facts upon which the state makes such findings shall be in issue and may be reviewed in any competent
court. If the subcontract is terminated under this section, unless the Contractor is a governmental agency,
instrumentality or subdivision thereof, AHCCCS shall be entitled to a penalty, in addition to any other damages to
which it may be entitled by law, and to exemplary damages in the amount of three times the cost incurred by the
Subcontractor in providing any such gratuities to any such officer or employee. [A.A.C. R2-5-501; A.R.S. §41-2616
C.; 42 CFR 434.6, a, (6)]
28. VOIDABILITY OF SUBCONTRACT
This subcontract is voidable and subject to immediate termination by AHCCCS upon the Subcontractor becoming
insolvent or filing proceedings in bankruptcy or reorganization under the United States Code, or upon assignment or
delegation of the subcontract without AHCCCS' prior written approval.
29. WARRANTY OF SERVICES
The Subcontractor, by execution of this subcontract, warrants that it has the ability, authority, skill, expertise and
capacity to perform the services specified in this contract.
Provider Participation Agrecoieus
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EXHIBIT F-1
AHCCCS
RATE EXHIBIT
PAYMENT RATES
Subject to the terms of this Agreement, including without limitation, when AHCCCS Covered Services rendered by
Provider are paid on a fee-for-service basis, Provider shall be paid 100% of the prevailing AHCCCS Fee for Service
Schedule as promulgated by the AHCCCS administration subject to any modifications that may be implemented
from time to time, and less any applicable Beneficiary Copayrnents or cost sharing, if any. Health Net shall
implement AHCCCS updates within 90 days of the date Health Net receives updates from AHCCCS. All AHCCCS
updates shall be made only prospectively. The parties acknowledge that the codes referred to in this Exhibit may be
updated or modified from time to time by the applicable coding agency. The parties therefore agree that coding
references shall be deemed to refer to the codes in effect at the time AHCCCS Covered Services are rendered
without regard to whether the particular code number is the same as that referenced in this Exhibit. Any and all
payment rate modifications shall be made only prospectively.
. Category. e rli
AHCCCS Covered Services delivered by Provider 100% of AHCCCs Fee for
Service Schedule
Preeid.er Participation Agrezment
August 2007 Arizona — edited 12 2012
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