EXHIBIT D

Case: 1:20-cv-02561 Document #: 28-4 Filed: 06/16/20 Page 1 of 127 PageID #:403
IN THE UNITED STATES DISTRICT COURT 

OF THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

SAINT ANTHONY HOSPITAL 

Plaintiff, 

vs. 

THERESA EAGLESON, in her official 

capacity as Director of the Illinois 

Department of Healthcare and Family 

Services 

Defendant. 

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Case No. 1:20-cv-02561 

Judge Andrea R. Wood 

Magistrate Judge Sunil Harjani 

MOTION TO COMPEL ARBITRATION AND STAY THIS ACTION 

Intervenor Meridian Health Plan of Illinois, Inc. (“Meridian”) hereby moves this Court to 

compel arbitration of disputes raised by plaintiff Saint Anthony Hospital (“Saint Anthony”) in its 

Complaint against defendant Theresa Eagleson, in her capacity as Director of the Department of 

Healthcare and Family Services (“HFS”) for the State of Illinois (the “State”). The Complaint 

alleges that Meridian has improperly (a) denied claim payments, (b) delayed claim payments, 

(c) imposed administrative burdens in processing claims, and (d) lacked transparency when 

making claim payments. (ECF No. 1 at ¶¶ 1, 6, 38, 43-57, 60-61, 63, 72.) All such disputes must 

be arbitrated pursuant to the Hospital Agreement entered into between Meridian and Saint 

Anthony, pursuant to Section 4 of the Federal Arbitration Act (“FAA”), 9 U.S.C. § 4. Meridian 

further requests that the Court stay this action—as it concerns Meridian—pursuant to Section 3 of 

the FAA, 9 U.S.C. § 3. 

I. INTRODUCTION. 

This action is a blatant attempt by Saint Anthony to avoid the Hospital Agreement and 

related arbitration provision it entered into with Meridian. Meridian is one of six managed care 

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organizations (MCOs) contracted with HFS to enroll Medicaid beneficiaries as health plan 

members. As permitted by applicable law, Meridian entered into its related Hospital Agreement 

with Saint Anthony, which governs and controls Meridian’s obligations to pay Saint Anthony for 

services rendered. This Hospital Agreement broadly concerns all aspects of Meridian’s payment 

obligations to Saint Anthony, including the timing and manner in which Meridian must process 

and pay claims. Importantly, the Hospital Agreement includes a mandatory arbitration provision 

that applies to all payment disputes.1

Through its Complaint in this action, Saint Anthony alleges that the MCOs, including 

Meridian, “have systematically delayed and denied claims without justification, failed to pay 

undisputed claims, and when payments are made, they refuse to provide the detail necessary for 

Saint Anthony to determine if it is receiving proper payment or, if not, why not.” (ECF No. 1 at 

¶¶ 1, 6, 7, 10.) Saint Anthony also contends that it “has no other recourse than this Court.” (Id. at 

¶ 78.) But Saint Anthony does have a recourse for any purported wrongdoing—an arbitration. It 

just chose not to use it or mention it to the Court. 

Inexplicably, Saint Anthony did not demand payment from Meridian or mandatory 

arbitration under the Hospital Agreement. Instead, Saint Anthony filed its improper Complaint 

against HFS claiming that the MCOs, and thereby HFS, have violated federal law, and asking this 

Court to compel the State to compel Meridian to pay amounts allegedly past due for claims 

submitted under the Hospital Agreement. In the alternative, after complaining about the “broken 

Medicaid managed care system,” Saint Anthony asks this Court to dismantle that system by 

1

 Given that binding arbitration clauses are standard in the industry, it is likely that each 

of the other MCOs also has a binding arbitration clause in its contract with Saint Anthony. 

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“requiring HFS to immediately terminate its MCO contracts,” including Meridian’s, and to itself 

“pay[] immediately.” (Id. at ¶¶ 7, 10, 87(E), 96(E).) 

Saint Anthony neither mentions nor attaches the Hospital Agreement with Meridian, 

making it impossible for this Court to determine what—if anything—is actually due and when. 

Those issues must be resolved in binding arbitration, which Meridian commenced on June 16, 

2020 against Saint Anthony before the American Arbitration Association, and the Court should 

stay this entire action as it concerns Meridian pending the completion of that Arbitration. 

II. BACKGROUND. 

Meridian exclusively provides government-sponsored healthcare plans to low-income 

individuals, families and children, pregnant women, the elderly and individuals with disabilities 

through Meridian’s Medicaid and Medicare contracts with state and federal agencies. (ECF No. 

1 at ¶ 22; see, e.g., https://corp.mhplan.com/en/.) Meridian has no commercial products, and thus 

receives all of its revenue from state or federal governments. Meridian is highly regulated and 

therefore has a stringent burden to ensure the proprietary of any payments it makes to healthcare 

providers like Saint Anthony. 

In 2017, the State selected Meridian as one of seven MCOs authorized to administer 

managed care services to Medicaid beneficiaries through a contract with HFS. (ECF No. 1 at ¶¶ 

26, 35.)2 Under this contract, Meridian administers benefits on behalf of Medicaid members who 

reside in the State and enroll in Meridian’s health plan. (Id. at ¶ 26.) The State pays Meridian a 

capitated rate on a per member, per month basis. (Id.) Meridian is then responsible for contracting 

with providers (like Saint Anthony) and paying for Medicaid-eligible healthcare costs incurred by 

2

 Although HFS originally chose seven MCOs, there are currently only six MCOs 

contracted with HFS. 

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Meridian’s members, pursuant to the terms agreed to by Meridian and those providers. (Id.); see, 

e.g., Midwest Emergency Assocs.-Elgin Ltd. v. Harmony Health Plan of Ill., Inc., 888 N.E.2d 694, 

696 (Ill. App. Ct. 2008) (generally discussing Medicaid managed care arrangements). 

The Hospital Agreement. 

In managed Medicaid, an MCO’s payment obligations are subject to certain state and 

federal laws, with an important exception that is applicable here—the statutory provisions for 

timely payment apply “unless the health care provider and the organization agree to an alternate 

payment schedule,” and the “MCO and its providers may, by mutual agreement, establish an 

alternative payment schedule.” See, e.g., 42 U.S.C. § 1396u-2(f) (emphasis added); 42 C.F.R. § 

447.46. That is precisely what happened here—while Meridian follows the State’s requirements 

for claims, Meridian also entered into the Hospital Agreement with Saint Anthony, in which the 

parties’ agreed to specific rules and processes with regard to claims submitted by Saint Anthony, 

including provisions concerning the processing and timeliness of payment. (Ex. 1-A.) 

The Hospital Agreement, which has been effective since October 1, 2014, requires Saint 

Anthony to provide certain authorized, covered medical services to Meridian’s members. Saint 

Anthony must then submit timely claims for payment to Meridian in a prescribed manner. (Id. at 

§§ 2, 4.) Meridian then processes, adjusts, pays, or denies the claims in compliance with the time 

frames and other requirements specified by the parties. (Id. at § 4.) The parties must “make a 

good faith effort to negotiate and resolve all billing disputes.” (Id. at § 4.9.) In the event they are 

unable to do so, such disputes are subject to binding arbitration. (Id. at §§ 6.1, 6.2.)3

3

 Section 6.2.1 of the Hospital Agreement provides that when negotiations fail, the parties 

“may request” mediation, but only if both parties agree. Meridian has chosen not to pursue 

mediation of the parties’ disputes. 

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The Complaint. 

Through the Complaint, Saint Anthony alleges that HFS has violated federal law by failing 

to ensure that the MCOs “make timely and accurate payment for Medicaid services.” (ECF No. 1 

at ¶ 1; see also id. at 11, 79-96.) To support that premise, Saint Anthony disputes the payments it 

received from Meridian. Among other things, Saint Anthony contends that Meridian has 

improperly (a) denied claim payments, (b) delayed claim payments, (c) imposed administrative 

burdens in processing claims, and (d) lacked transparency when making claim payments. (Id. at 

¶¶ 1, 6, 38, 43-57, 60-61, 63, 72.) Among other relief, Saint Anthony asks this Court to enter an 

injunction requiring the State to “use all available means” to cause Meridian to make certain claim 

payments to Saint Anthony, and for Meridian to use a particular format when issuing claim 

payment remittances. (Id. at ¶¶ 87, 96.) All such matters are squarely covered by the Hospital 

Agreement. (See Ex. 1-A.)4

The Arbitration. 

On June 16, 2020, pursuant to the arbitration provisions of the Hospital Agreement, 

Meridian filed an Arbitration Demand against Saint Anthony with the American Arbitration 

Association (the “Arbitration”). In the Arbitration, Meridian has demanded arbitration with 

respect to all matters in dispute under the Hospital Agreement, including the disputes Saint 

Anthony has raised in this matter concerning (1) claim denials, (2) delays in payment, (3) an 

alleged administrative burden, (4) Meridian’s alleged lack of transparency, and (5) any and all 

other disputes arising out of the Hospital Agreement. (See Ex. 4.) 

4

 Meridian and Saint Anthony entered into related practitioner agreements also effective 

October 1, 2014, as amended. To the extent applicable, those agreements also control billing and 

payment disputes and include an arbitration provision. (See Ex. 1-B, 1-C.) 

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III. LEGAL STANDARD. 

The FAA governs this matter. The FAA has “the broadest permissible exercise of 

Congress’ Commerce Clause power.” Citizens Bank v. Alafabco, Inc., 539 U.S. 52, 56 (2003). 

“The FAA applies to all contracts involving interstate commerce...Therefore, if a contract involves 

interstate commerce, a court must resolve arbitration disputes according to the FAA....” Kong v. 

Allied Prof’l Ins. Co., 750 F.3d 1295, 1303 (11th Cir. 2014). Courts broadly construe the 

“interstate commerce” requirement to apply to any contract affecting interstate commerce. See 

Allied-Bruce Terminix Cos., Inc. v. Dobson, 513 U.S. 265, 273-74 (1995) (“[t]he word ‘involving’ 

is broad and is indeed the functional equivalent of ‘affecting’ [interstate commerce].”). 

The interstate commerce requirement is satisfied here because the disputes concern 

amounts allegedly owed for services provided by Saint Anthony to Meridian’s Medicaid members, 

where Meridian receives federal funding for those members as an MCO. See THI of New Mexico 

at Hobbs Ctr., LLC v. Spradlin, 893 F. Supp. 2d 1172, 1184 (D.N.M. 2012), aff’d, 532 F. App’x 

813 (10th Cir. 2013) (finding FAA interstate commerce requirement is met where plaintiff 

received federal funding from Medicaid program); Fosler v. Midwest Care Ctr. II, Inc., 928 N.E.2d 

1, 14-15 (Ill. App. Ct. 2009) (finding FAA applied where facility received Medicaid funding). 

The FAA eliminates district court discretion and requires the Court to compel arbitration 

of issues covered by arbitration agreements. See Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 

213, 218 (1985) (citations omitted). Pursuant to Section 4, upon a showing that a party has failed 

to comply with a valid arbitration agreement, the Court “shall make an order directing the parties 

to proceed to arbitration in accordance with the terms of the agreement.” 9 U.S.C. § 4. Section 3 

requires the Court to stay an action “upon being satisfied” that an issue in the action is “referable 

to arbitration.” 9 U.S.C. § 3. Both Sections apply here. 

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IV. ARGUMENT. 

This Court should (A) compel arbitration of Saint Anthony’s disputes with Meridian 

pursuant to Section 4 of the FAA, and (B) stay this entire action as it concerns Meridian pursuant 

to Section 3 of the FAA. 

A. The Court Should Compel Arbitration. 

In the Seventh Circuit, “[t]o compel arbitration, a party need only show: (1) an agreement 

to arbitrate, (2) a dispute within the scope of the arbitration agreement, and (3) a refusal by the 

opposing party to proceed to arbitration.” Zurich Am. Ins. Co. v. Watts Indus., Inc., 466 F.3d 577, 

580 (7th Cir. 2006). Because all three elements are satisfied here, this Court should compel 

arbitration of all disputes Saint Anthony has raised with respect to Meridian. 

First, the Hospital Agreement includes a dispute resolution provision requiring arbitration. 

(See Ex. 1-A at Section 6.2.2.) Under this Section “either party may seek binding arbitration,” and 

“Both Parties agree to binding arbitration.” (Id. at § 6.2.2.) As such, there is an indisputable 

agreement to arbitrate, satisfying the first requirement to compel arbitration. 

Second, the core disputes asserted by Saint Anthony—that Meridian has failed to timely 

and properly pay for claims submitted—fall within the scope of the parties’ arbitration provision 

under the Hospital Agreement, which broadly applies to disputes “perceived” by the parties, 

subject to certain inapplicable exceptions. (Id. at § 6.) Here, the Complaint raises numerous 

disputes covered by the Hospital Agreement, including the following examples: 

 Claim Denials. Saint Anthony alleges that its claims “have been denied by the 

MCOs [including Meridian] at rates that are multiples of those Saint Anthony experienced in the 

past,” and that “[o]ften claims are denied because of administrative paperwork delays by the 

MCOs.” (ECF No. 1 at ¶ 44, 47.) As an example, according to Saint Anthony, 

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“Meridian/Harmony MCO recently denied a pediatric charge from Saint Anthony because the 

claim did not include the birth weight, which was irrelevant to the service provided.” (Id. at ¶ 47.) 

Sections 4.4 and 4.5 of the Hospital Agreement govern such claim denials, rejections, and 

adjustments. (See Ex. 1-A.)

 Delays in Payment. Saint Anthony alleges that “[t]he MCOs [including Meridian] 

regularly delay making payments for claims even after the MCO determines that the claim is valid 

and owed,” and Saint Anthony “has to wait anywhere from 90 days to 2 years to be paid by MCOs.” 

(ECF No. 1 at ¶ 51.) Saint Anthony also alleges that “Meridian had an average monthly rate of 

only 39.9% of claims paid within 30 days, with some months with no claims that were submitted 

by Saint Anthony paid within 30 days.” (Id. at ¶ 72.) Sections 4.3, 4.4, and 4.5 of the Hospital 

Agreement establish and govern such timing requirements for Meridian to process and pay Saint 

Anthony’s claims. (See Ex. 1-A.)

 Administrative Burden. Saint Anthony alleges that “[e]ach MCO in the State’s 

managed care system has had different policies and procedures, creating a labyrinth for the 

hospitals to navigate to attempt to get paid for the services they have provided.” (ECF No. 1 at ¶ 

52.) Saint Anthony further alleges that “the State’s managed care system [including Meridian] has 

imposed significant administrative burdens on Saint Anthony.” (Id.) Sections 1.3 and 4.2.1 of the 

Hospital Agreement establish the administrative requirements for Saint Anthony to submit claims 

to Meridian. (See Ex. 1-A.)

 Lack of transparency. Saint Anthony alleges that “the MCOs [including Meridian] 

do not provide itemized claims data showing a breakdown of how it calculated the total amount of 

payment for a claim, leaving Saint Anthony to guess at whether it has received the full amount due 

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to it.” (ECF No. 1 at ¶ 57.) Section 4.5 of the Hospital Agreement governs requirements for 

Meridian to adjust payments on a submitted claim. (See Ex. 1-A.)

Because all of the above matters fall squarely within the Hospital Agreement, they must be 

arbitrated. To the extent there is any question, the FAA “establishes that, as a matter of federal 

law, any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration, 

whether the problem at hand is the construction of the contract language itself or an allegation of 

waiver, delay, or a like defense to arbitrability.” Moses H. Cone Mem’l Hosp. v. Mercury Constr. 

Corp., 460 U.S. 1, 24–25 (1983). “[A] court may not deny a party’s request to arbitrate an issue 

unless it may be said with positive assurance that the arbitration clause is not susceptible of an 

interpretation that covers the asserted dispute.” Fyrnetics (Hong Kong) Ltd. v. Quantum Grp., 

Inc., 293 F.3d 1023, 1030 (7th Cir. 2002) (citation omitted). Here, the only susceptible 

interpretation is that the Hospital Agreement and related arbitration provision covers the disputes 

at issue. 

Moreover, should Saint Anthony contest the scope of the Arbitration, that issue must itself 

be referred to arbitration. The FAA “allows parties to agree by contract that an arbitrator, rather 

than a court, will resolve threshold arbitrability questions,” “so long as the parties’ agreement does 

so by ‘clear and unmistakable’ evidence.” Henry Schein, Inc. v. Archer & White Sales, Inc., 139 

S. Ct. 524, 527, 530 (2019). Here, the parties clearly and unmistakably delegated scope questions 

to the arbitrators by incorporating two alternative sets of rules into their arbitration provision, both 

of which require arbitrators to resolve scope questions.5 As such, it is for the arbitrators to resolve 

5

 The Hospital Agreement states: “either party may seek binding arbitration under either 

the Rules for Arbitration of the Alternative Dispute Resolutions Service of the American Health 

Lawyers Association or the American Arbitration Association.” (Ex. 1-A at § 6.2.2.) These rules 

provide: “The arbitrator shall have the power to rule on his or her own jurisdiction, including any 

objections with respect to the existence, scope, or validity of the arbitration agreement or to the 

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any disputes concerning the scope of the Arbitration, further satisfying the second requirement to 

compel arbitration. See, e.g., Nandorf, Inc. v. Applied Underwriters Captive Risk Assurance Co., 

Inc., 410 F. Supp. 3d 882, 889 (N.D. Ill. 2019) (“[S]uch express incorporation of AAA Rules 

provides additional clear and unmistakable evidence of the parties’ intent to arbitrate 

arbitrability.”). 

Third, by filing its Complaint asking this Court to enter an injunction requiring the State 

to “use all available means” to cause Meridian to make certain claim payments to Saint Anthony, 

or alternatively to terminate Meridian’s MCO contract (ECF No. 1 at ¶¶ 87, 96), Saint Anthony 

has refused arbitration, necessitating this Court’s intervention. See, e.g., Grumhaus v. Comerica 

Sec., Inc., 223 F.3d 648, 651 (7th Cir. 2000) (explaining that “a plaintiff expresses his intent to 

submit to a judicial forum by filing a complaint” and “knowing selection of one forum over another 

and willing participation in the ensuing litigation” is “plainly inconsistent with a desire to 

arbitrate.”). 

In short, all three requirements to compel arbitration are thus met. As a result, this Court 

should compel arbitration pursuant to Section 4 of the FAA. 

B. The Court Should Stay This Action With Respect To Meridian. 

Pursuant to Section 3 of the FAA, when a dispute is referred to arbitration, the court “shall 

on the application of one of the parties stay the trial of the action until such arbitration has been 

had in accordance with the terms of the agreement....” 9 U.S.C. § 3. “For arbitrable issues, a § 3 

stay is mandatory.” Volkswagen Of Am., Inc. v. Sud's Of Peoria, Inc., 474 F.3d 966, 971 (7th Cir. 

2007). Accordingly, this Court must stay all matters in the Complaint referred to arbitration. 

arbitrability of any claim or counterclaim,” and the arbitrator “shall have the power to determine 

his or her jurisdiction and any issues of arbitrability.” (See Ex. 2 at R-7; Ex. 3 at 3.1.) 

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Any non-arbitrable issues that directly or indirectly relate to Meridian should also be stayed 

as a matter of this Court’s sound discretion. Id. Such a stay is proper and preferable when 

“arbitration might help resolve, or at least shed some light on, the issues remaining in federal 

court.” Id. at 972. In fact, numerous cases stay both arbitrable and non-arbitrable issues where, 

as here, there are overlapping facts and issues risking inconsistent results. See, e.g., Elsasser v. 

DV Trading, LLC, No. 17-CV-04825, 2020 WL 1248667, at *11 (N.D. Ill. Mar. 16, 2020) (staying 

litigation because nonarbitrable claim runs “a substantial risk of overlapping with facts and issues 

likely to arise in” arbitration); In re Dealer Mgmt. Sys. Antitrust Litig., No. 18-CV-864, 2020 WL 

832365, at *7 (N.D. Ill. Feb. 20, 2020) (staying litigation because the risk of inconsistent rulings 

is significant and the court would end up duplicating work if the action was not stayed); G&G 

Closed Circuit Events, LLC v. Castillo, No. 14-CV-02073, 2017 WL 1079241, at *10 (N.D. Ill. 

Mar. 22, 2017) (staying litigation because “[c]losely related factual questions, though not the same 

legal questions, will be front and center in the arbitration.”); WMS Gaming, Inc. v. IGT, 31 F. Supp. 

3d 974, 978-80 (N.D. Ill. 2014) (staying entire case where arbitrable and non-arbitrable issues were 

closely tied as “the complaint refers to the facts underlying” the arbitrable issue); Indus. 

Opportunity Partners, L.P. v. Kendrion Fas Controls Holding GmbH, No. 13-CV-6622, 2013 WL 

5878585, at *4 (N.D. Ill. Nov. 1, 2013) (staying “more robust” litigation claims because arbitral 

issues relating to determination of items and amounts owed is “likely to inform (and perhaps even 

resolve) issues material to the lawsuit”); Technology & Intellectual Property Strategies Group PC 

v. Insperity, Inc., No. 12-cv-03163-LHK, 2012 WL 6001098, at *13 (N.D. Cal. Nov. 29, 2012) 

(staying entire case, including claims against defendant who was not a party to the arbitration 

agreement, because “arbitration of any claims against [the arbitrating party] are likely to 

predominate over any individual claims against [the non-arbitrating party]”). 

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Here, staying the entire case as it directly or indirectly relates to Meridian, including any 

discovery or potential rulings, is particularly appropriate because the entire Complaint and its 

requests for relief attempt an end run around the Hospital Agreement. As noted above: 

 Saint Anthony alleges that HFS has violated federal law by failing to ensure that 

the MCOs, including Meridian, have complied with certain federal statutes and 

regulations. (See, e.g., ECF No. 1 at ¶¶ 1, 6-8, 11, 87(E), 96(E).) 

 Saint Anthony seeks an injunction requiring the State to “use all available means” 

to cause Meridian to make certain claim payments to Saint Anthony, and for 

Meridian to use a particular format when issuing claim payment remittances. (Id.

at ¶¶ 87, 96.) 

 Saint Anthony seeks “an injunction requiring HFS to immediately terminate its 

MCO contracts,” including the contract with Meridian. (Id. at ¶¶ 87(E), 96(E).) 

All of these allegations and the requested relief are purportedly based on Meridian’s alleged 

improper denials, delayed payments, administrative burden and lack of transparency. (Id. at ¶¶ 

38, 43-57, 60-61, 63, 72, 87(E), 96(E).) But before Saint Anthony is entitled to any relief, it must 

first prove that Meridian breached its obligations under the Hospital Agreement—all such issues 

must be adjudicated in the Arbitration. Until that Arbitration is completed, no relief should be 

granted in this action that in any way relates to Meridian. 

As explained by the Seventh Circuit, “Mages [is a case] in which a party to an arbitration 

agreement, trying to get around it, sues not only the other party to the agreement but some related 

party with which it has no arbitration agreement, in the hope that the claim against the other party 

will be adjudicated first and have preclusive effect in the arbitration. Such a maneuver should not 

be allowed to succeed. . . .” IDS Life Ins. Co. v. SunAmerica, Inc., 103 F.3d 524, 530 (7th Cir. 

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1996), discussing Morrie Mages & Shirlee Mages Found. v. Thrifty Corp., 916 F.2d 402, 407 (7th 

Cir. 1990). As in Mages, this Court should disallow Saint Anthony’s improper attempt to avoid 

the arbitration provisions to which it willingly agreed. 

V. CONCLUSION. 

For all of these reasons, Meridian respectfully requests that the Court grant this Motion 

(a) compelling Saint Anthony to arbitrate its disputes with Meridian pursuant to Section 4 of the 

FAA, and (b) staying this entire action as it concerns Meridian pursuant to Section 3 of the FAA 

pending the completion of the Arbitration. 

Dated: June 16, 2020 

Ashlee M. Knuckey 

aknuckey@lockelord.com 

Steven T. Whitmer 

swhitmer@lockelord.com 

LOCKE LORD LLP 

111 South Wacker Drive 

Chicago, Illinois 60606 

Phone: 312.443.0700 

Fax: 312.443.0336 

Meridian Health Plan of Illinois, Inc. 

By: /s/ Ashlee M. Knuckey

One of its Attorneys 

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CERTIFICATE OF SERVICE 

I, Ashlee M. Knuckey, an attorney, hereby certify that I served a copy of the foregoing 

MOTION TO COMPEL ARBITRATION on all counsel of record through the ECF system on this 

16th day of June, 2020. 

Ashlee M. Knuckey 

aknuckey@lockelord.com 

Steven T. Whitmer 

swhitmer@lockelord.com 

LOCKE LORD LLP 

111 South Wacker Drive 

Chicago, Illinois 60606 

Phone: 312.443.0700 

Fax: 312.443.0336 

By: /s/ Ashlee M. Knuckey

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EXHIBIT 1

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EXHIBIT A

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ea caca tam ra 

a 10 00120111111 

OCR CUM Vail lvi • tonal:SU% 

cif 121321:11:30 

Win Doc! if 

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d 

)LLINOIS HOSPITAL AGREEMENT 

Ibis Hespitid Agreement ("Agreement") shall be (Active as of the 1' day of Octobec, 2014 between 

Meridian Health Plan, ("Plan') an Illinois corporation and Health Maintenance Organization ("HMO") under the 

laws of the State qf Illinois, and Saint Anibal* Hospital ("ffesPitalv) Hospital 

licensed under the laws ofthe State of Illinois' (collectively the "Parties:) 

Recitals 

Whereas, Plan has a certificate of authority to operate as An HMO in the State of Illinois; 

Whereas, .Plen desires to contract with Hospital for the provision of Covered Services to Enrollees and 

Whereas, Hospital desires to provide Covered Services as specified in this Agreement to Enrollees for tbe 

consideration, and underline terms and conditions set forth in this Agreement 

Whereas. Hospital desires to provide prior authorized medically necessary services to all of Plan's covered 

Enrollees for all products. 

In consideration of the foregoing and other good and valuable consideration, the sufficiency of which is 

hereby aolmowledgeci, the Parties agree as follows; 

1. DEFINITION OF TERMS 

M uted in this Agreement, the following terms have the following meaning: 

'1.1 pelmet* Certificate means the written document approved by !DIES or the Department of Insurance, as 

Issued to the Enrollee, which explains the scope of benefits, limitations of coverage, and exclusions governing the 

Enrollee's health care benefit coverage. 

1.2 Connoted Financial Annuities' Demonstration Pretrial (FAD) means the program to test new service 

delivery and payment methods and models for those individuals dually eligible for Medicare and Medicaid. 

1.3 Clean Claim means a claim that: 

Is submitted within the time frame required under this Agreement 

Identifies the name and appropriate tax identification number of the health professional or the 

health facility that provided treatment or service and includes a matching provider ID number 

assigned by Plan; 

Identifies the patient (Enrollee/SON:m.6er ID number assigned by Plan, address, and date of birth); 

Identifies Plan (Plan name and/or ID number); 

Lists the date (m/d/y) and place of service; 

is fbr covered service (services must be described using uniform billing coding and instructions 

<ANSI X12 837) and ICD-9/10-CM diagnosis. Claims submitted solely for the purpose of 

determining if a service is covered are not considered Clean Claims); 

If necessary, substantiates the medical necessity and appropriateness of the care or services 

provided, that includes any applicable authorization number if prior authorization is required by 

Plan; 

Includes additional documentation based upon services rendered as reasonably required by Plan 

Policies; 

Is certified by Hospital that the claim is true, accurate, prepared. with the knowledge and consent 

of liospied, and does not contain untrue, misleading, or deceptive information, that identifies each 

attending, referring, or prescribing physician, dentist, or other practitioner by means of a program 

identification number on each claim or adjustment of a claim; 

'an 

Health Plan 

a) 

b) 

o) 

d) 

C) 

10 

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m) 

n) 

Is a claim for which Hospital has verified the.Enoillee's eligibility and enrollment in Plan before 

the claim was submitted; 

Is not a duplicate of a claim submitted within forty-five (45) days of the previdua subrnission; 

Is submitted in compliance with all of Plan's prior authorization and claims submission guidelines 

and procedures as identified in the Provider Manual; 

Is submitted electronically if Hospital has the ability to submit claims electronically; and 

Uses the data element ofU13-04, as appropriate. 

1.4 gni means the Centers for IvIediclve & Medicaid Setvices. 

1.5 Cammeceldftglbs Means a Subscriber in any of Pianos Commercial prbducts. 

1,6 Calmed means the predetermined amount an Enroilee must pay, whether staled as a percentage Or a 

fixed &Illicit) receive a specific service or benefit 

1.7 rangaibutua means those Medically Necessary health care services that mu properly authorized end 

covered ender the tenon of the applicable Payor Contract and rendered in accordance With the eons of this 

Agreement and the Provider Manual. 

LS grariggagtegagdjkgrethefidog means the policy that Plan will follow in credentialing a new 

applicant in providing Covered Services and when appropriate, re-credentialing every twoyears. 

L9 Skellyjaikeigeleannikalege means all health services not necessaty to evaluate, semen and stabilize 

an Emergency Medical Condition as required by the Emergency Medical Treatment and Active Labor Act, 42 USC 

1395dd ("ENTALAN). 

1.10 Nmertene, Medical Cepdag,means a medical condition manifesting itself by acute syniptoms of 

auffigient severity (including severe pain) such that a prudent layperson with an average knowledge of health and 

medicine, could reasonably expect the absence of immediate medical, attention to result in: (i)sedous jeopardy to 

the health of the individual or in the ease of a pregnant woman, the health tof the woman or her unborn child; (ii) 

serious impairment to bodily functions; or (iii) serious dysfimetion of any bodily organ or part. 

LI1 Enrolleemeans an individual who, pursuant to the applicable individual or group Enrollee contract with 

Plan, is eligible to receive Covered Services. The term Enrollee includes eligible dependents of a Subscriber, 

Medicaid Enrollees, Medicare Enrollees, Commercial Enrollees and FAD Enrollees. 

1.12 FAD Enrollee means an. Individual who is eligible to receive Health Care Services pursuant to Plan's 

agreements with iD1HFS and CMS as a participant in the Capitated Financial Alignment Demonstration Program. 

i.ia JOIrSMedical Procrantmeans the Illinois Medical Assistance Program administered under Article V of 

the Illinois Public Aid Code (305 11.CS 5/5-1 at see.) or its successor program and Titles XIX (42 U.S.C. '1396 at 

seq.) and ma (42 U.S.C. 1397aa at seq.) of the Social Security Act and Section 12-435 of the IWnois Public Aid 

Code (305 11.CS 5/12435); the State Children's Health Insurance Program administered under 215 1LCS 106 and 

Toe xxi ofthe Social Security Act (42 U.S.C. 1397 as at seq.). 

1.14 1losoltal-Based Practitionermeans a licensed physician employed by Hospital or under contract with 

Hospital for the provision of professional medical services to patients of Hospital, including, without limitafion, 

radiologists, anesthesiologists, pathologists, and emergency room physicians. 

1.15 gasohol Servicesmeans Covered Services customarily provided by a hospital including without 

limitation, inpatient services, outpatient services and emergency services, treatment and supplies. 

1.16 Inpatient Servicesmeans all Hospital Services that Hospital provides to an Enrollee who is admitted to 

Hospital for a period twenty-four (24) hours or more. This term shall not include any professional component of the 

services, or any personal, non-medical expenses incurred by Enrollee. 

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LI/ "DINS means the Illinois Department of I-bath and Family Services. 

MallgiffinjutweiRenrmeans the agreauent between the State of Illinois and Plan pursuant to which 

Plan agrees to arrange for the delivery of ONered SereiCes to Enrollees. 

1.19 Mgdignigliards means anEnrollee in. any of Plan's Medicaid or SCHEP products. 

1.20 Medicaid Rates means the entire amount payable by 1DHFS in Hospilals for covered =drat' services 

provided to Medicaid beneficiaries who are not eerelled in a health 'plan pursuant to a Plan Agreement It includes, 

without limhation, Diagnosis Related Group (DRO) payments, Per Diem payments for exempt units, outpatient the 

screen payrneans and applicable pass-through payments, The tiosemt payable is reduced by any other available 

MOMe such as Medicare, other insurance or a benefidary% patient pay amount or spend dawn amount required to 

be collected by Hospital. 

1.21 Medical Director Means the Individual designated by Plan to octets Medical Director. 

1.22 MedlaDeNecessarv or Medical Necessity means health care services which are all ofthe following: 

a) Appropriate and necessary for the diagnosis or treatment Of a medical condidon; 

b) Provided forthe diagnosis or directcare and treatment of a medicalcondldon; 

c) Within accepted medical and surgical standards; professional and technical standards; 

d) Not primarily for the convenience of the Enrollee, the Enrollee's physician or another health care 

proVider; 

e) The most appropriate level of service which can be provided safely; 

0 Applicable federal and state laws, rides and regulations; 

g) IMPS promulgated Medicaid policies for Medicaid Enrollee; 

It) CMS promtdgated policies*. Medicare Enrollees; and 

i) CMS and/or IDHF'S promulgated packs as applicable for FAD Enrollees. 

1.23 M - — . Advanteze Plans are health plan options that ere part of the Medicare program and provide 

Medfcars-covered health care (Parts A and B) through Plan. This coverage can include prescription drug coverage 

(Part D). 

1.24 Medleanaarollee means an Enrdllee hi any of Plan's Medicare Advantage Plans. 

1.25 Mgdicare Part D is a Wald program to subsidize the costs of prescription drugs for Medicare 

beneficiaries in the United States. It was enacted 83 pert of the Medicare Prescription Drug, Improvement, and 

Modernization Act of 2003 (MMA) and went into effect on January 1, 2006. 

1.26 NINE-Covered Service means health services that (1) are not described in Plan's Certificate of Coverage, or 

(II) are services prOvided before an individual becomes an Enrollee or after an individual ceases to be enrolled man 

Enrollee of Plan or. (iii) services not requited by EMTALA for which Hospital did not securePrior Authorization, if 

required or (iv) otherwise not covered by the Eprollee's benefit program, or (v1) not medically necessary. 

1.27 Outpatient Servicee means all Covered Services other than Inpatient Services. 

1.28 Particloarine Practitioner means a duly licensed physician by the State of Illinois who has individually 

agreed or is an employee, independent conractor or member of a professional service corporation that has agreed to 

provide Covered Services for Enrollees on behalf of Plan pursuant to a contract or agreement with Plan. 

1.29 Parriginatina Provider means a health care provider, including individuals, organizations and facilities, 

who/which have entered into agreements with Plan to provide Covered Services to Enrollees. A Participating 

Physician is also a Participating Provider. 

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1.30 rjaa means Meridian Health Plan of Illinois, Inc., which contracts whit/Di:IFS, MIS. Ober goveMment 

spotWered programs and/or indftiduals and groups for commercial insurance*to provide medical assistance to 

Enrollees. 

1.31 Plan Policies refers not only to documents so titled by Plan but alto to Plan Provider Maflu, Plan 

Formulary, procedures, and gulaelines developed by Plan which address matters .s. es verification of eggihilitY, coordination of benefits, transferpolicies, quality management, utilization meantime:in, peer review and Enrollee grievance procedures, standanis, bulletins and subsequent additions, reviitionsand deletions. Pleb then nuke Plan 

Policies available to Hospital at all times in an easilyeceessible and coMirehenSiblefrdmai 

142 Midden Servicesmeans Covered Services provided by a physkiian and includes primary care and 

specialty care soviets. 

133 111illstadioilM8211ntE202 means a Physician who has the responsibility fOrproeiding Initial and 

primary care to and for managing the total patient care of Enrollees. A Prinuni Cate Physician may he a Meng 

practitioner, internist, pediatrician, filthily practitioner or obstetrician/gynecologist. 

1.34 gthaKAilthggingfim.gr.Agapaggil refers to Hospital securing the approval of Plan before delivery to provide non-emergency services to an Enrollee. The standards governing prior authorization and the procedure for 

obtaining are delineated in Plan Policies. 

1.35 AgegiaLlkubjekm means a type of Medicare Advantage Coordinated Care Plan focused on individuals with special needs. Enrollees must have one or more types of Special needs as identified by Congress: 1) 

institutionelized; 2) dually eligible; and/or 3) individuals with severe ordisablingehronic conditions. 

1.36 Subscribermeans an individual who: (a) His entered into contract with Plan, or on whose behalf a 

contract was entered into; and (b) Meets all applicable eligibility criteria; and (c) Has completed an enrollment application foon which has been received by Plan; and (d) For whom Plan has received prepaid amounts of money 

(premiums on a monthly bade). 

1.37 BfiladjggiggLaggilkaluggange means t

2. OBLIGATIONS OF HOSPITAL 

2.1 Provision of Covered Services. Hospital agrees to provide Prior Aiithatted Medically Necessary Covered Services to Enrollees in the same manner, in accordance with the same standards, and within the same time 

availability, as provided to its other patients within the existing ICSOWVAIS of Hospital, subject to Hospital's 

compliance with Plan's Prior Authorization policies. Hospital shall not, other than forreascms of sati:ty, segregate 

Enrollees In any way or treat them in a location or manner different from any °fits ether patients. Hospital shall 

provide all services required by the Emergency Medical Treatment and Active Labor Act, rEMTALA") and may 

do so without Prior Authorization. Hospital shall accept Prior Authorized Medically Necessary Elective•Admissions 

of Enrollees that have been arranged by physicians having admitting privileges at Hospital. 

2,2 Non-Discrimination. Hospital shall not unlawfully discriminate in Ihe acceptance or treatment of an 

Enrollee because of the Enrollee's religion, race, color, national origin, age, sex, income level, health status, marital status, disability or such other categories of unlawful discrimination as are or may be defined by federal or state law. 

2.3 Non-Covered Services. In the event an Enrollee requests services that are Non-Covered Services, such 

services may be provided by Hospital at the Enrollee's sole cost and expense. Hospital shall be under no obligation 

to furnish Non-Covered Services to Enrollees. Plan iv not respontible to pay the costs of any Non-Covered Service. ,Hospital must receive a signed agreement from the Enrollee prior to the provision of any 'Non-Covered Service in which the Enrollee states that he/she will assume responsibility for the costs of the Non-Covered Service. Hospital agrees not to charge amounts in excess of its normal and customary charge for such services. In the event Hospital does not obtain a signed release. Hospital shall hold Plan and Enrollee harmless from any costs or obligations related 

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to such service. Hospital agrees 'to cooperate with Plan hueselving an grievances related to the provision of any 

Non-C.Overed Service, 

2.4 Verification of Enrollee Eligibility. Hospital shall vet* the eligibility of and Plan enrollment status of 

Enrollees. 

24 Hospital Admission and Services. 

2.5.1 Elective Admissions and Servile& All Elective Admissions and Services provided to an 

Earollec nifet have Prior Authorizadon, Any Elective Admission shall be arranged by a physician with admitting 

privileges at Hospital.. Hospital shall have the responsibility to verify Eder Authorization at the time of admission. 

2.5.2 Screening and Stabilization. Hospital Shall provide all services required by EMTALA, and suth 

services tin notrequire PriorAulhorization. 

2.5.3 Request for Inpatient Admission. In seeking Prior Authorization for hospitalization following 

stabilization of an Enrollee treated pursuant to EMTALA, Hospital shall provide Plan with requested information 

obtained from the medical screening examination, provided in accordance with EMTALA, and including presenting 

symptoms, physical findings, current medical status, and current diagnosis(es). 

2.6 Government Agency Access. Hospital shall permit authorized government agencies and their 

subcontractors to conduct on-site evaluations of Hospital's facilities, offices and records as required by state and 

federal laws and regulationit If Plan receives such notice, Plan shall give Hosphal reasonable notice of any agency's 

plans td conduct a site visit. unletet Plan is prohibited from providing such notice by jaw. 

2.7 Plan Access. Upon reasonable notice from Plan, Hospital will allow Plan personnel to: (0 inspect 

Hospital's facilities, offices, and equipment during normal business hours; (ii) inspect and review the medical 

records of Plan Enrollees; and (iii) obtain copies of Enrollees' medical records and claims records for quality and 

utilization management and investigationa of fraud, waste or abuse. 

25 Maintenance of IAcenae. Hospital shall maintain in good standing all licenses required by state and. 

federal law or regulation and shall inahltain certification under Titles XVIII and XIX of the Social Security Act for 

all services Hospital has agreed to provide pursuant to this Agreement. Hospital shall maintain accreditation of all 

applicable thcilities and services by the Joint Commission cup or the American Osteopathic Association 

(“A0A.“). Hospital shall be enrolled as a provider in the Medical Assistance Program. Hospital will ensure that all 

nurses and other ancillary staff and paramedic petsonnel are licensed, certified or registered, as required to perform 

their duties. 

2.9 Maintenance of Records. Hospital shall maintain all pertinent financial and accounting records and 

evidence pertaining to the provision of Covered Services to Enrollees in accordance with generally accepted 

accounting principles and other procedures specified by federal or state governments. Hospital shall maintain 

legible, comprehensive and chronological medical records documenting each episode of service to Enrollees and 

detailing, as appropriate, history, physical findings, diagnoses and treatment plans. Financial and medical records 

shall be maintained by Hospital for such times as are or may be required by state and federal law and regulations. 

2.10 Insurance. Hospital shall maintain at all -times policies of general liability and professional liability 

insurance or self-insurance with minimum limits of liability of one million dollars ($1,000,000) per occurrence and 

three million dollars ($3,000,000) in annual aggregate covering Hospital, its agents and employees against any 

claims for damages out of any act or omission by Hospital, its agents and employees during terms of this 

Agreement Hospital shall also maintain at all times automobile insurance, unemployment compensation insurance 

and workers' compensation insurance or self-insurtmce in accordance with the requirements of applicable federal 

and state laws and regulations. Upon request, Hospital shall furnish Plan with original certificates of insurance 

evidencing the insurance coverages and riders required. Hospital shall notify Health Plan fifteen (15) days in 

advance of any change or cancellation in Insurance. 

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2.11 Medical Treatment. Hospital agrees that Plan shall have no liability for meals' Judgment 'of Width 

care provides employed by or under connect with Hospital, 

232 Required Disclosures. Hospital shall notify Plan in walks within ten (10) days of any oldie following 

events: 

242.1 Suspension, termination, or cancellation of Hospital's state license, Medicaid certification or 

Medicare Certification; 

2.12.2 Failure to maintain insurance coverage or self-insurance as prescribed in Section 1.10; 

2.12.3 Loss, suspension or termination ofVC or AOA accreditation; 

2.12.5 Any change in assumed name(s) or taxpayer identification trumber(s) through which Hospital 

provides services and under which Hospital may submit claims under this Agreement 

2.12.6 Hospital is net cunnntly enrolled as a provider in the HPS Medical Program, or has voluntarily 

withdrawn from the IPS Medical Program as the result do settlement agreement 

2.13 Hospital Compliance with Plan Pollens. Hospital agrees to be bound by the Plan Policies under the 

conditions se i forth in section 32 and 32.1 below. 

2.14 Physician Qualifications. 

2.144 Hospital Credentiallay/Re-Credentialing. Hospital shall cooperate with the credentiadng and 

reaedendaling processes of Plan. Hospital represents that its Hospital-Based. Physicians are licensed and in good 

standineo practice medicine in the State ofIllinols. Hospital agrees to immediately notify Plan of the termination or 

suspension admittingprivileges of any physician known to Hospital to be a Plan Participating Provider. 

2.14.2 Admitting Physicians. Hospital represents that all physicians providing services at Hospital to 

Enrollees shall be members of the medical staff of the Hospital in accordance with the Hospital's medical staff 

bylaws, policies, procedures, rules and regulations. No physician shall obtain or maintain medical staff membership 

cor clinical privileges at Hospital by virtue of being a Participating Provider with Plan. A physician shall not be 

denied or granted admitting privileges based solely on whether the physician is or is not a Participating Provider. 

244.3 Intentionally Left Blank. 

2.15 Payment Administration. Hospital will cooperate with Plan's claims payment administration as set forth 

In Plan Policies Including, but not limited to, coordination of benefits, subrogation, verification of coverage, prior 

certification and record keeping. 

2,16 No Unfair Labor Practices. Hospital represents and warrants that it will not engage in unfair labor 

practices. 

2.17 Non-Discriminatory Hiring. In the performance of services pursuant to this Agreement. Hospital agrees 

not to discriminate against any employee or applicant for employment with respect to their hire, tenure, terms, 

conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, 

color, religion, national origin, ancestry, age, sex, height. weight, marital status, physical or mental handicap or 

disability. Further, Hospital agrees to comply with the provisions of the Americans with Disabilities Act of 1990 (42 

LISC 12101 at seq., and 47 USC 225) and all Illinois non-discrimination laws. 

2.18 Quality, Utilization and Risk Management (Q/U/RM). Ho

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2.19 Compliance with Laws Red Regulations. In perfbrming its obligations under this Agreement, Hospital 

shall comply with all applicable Imes, rules and regulations. 

2.20 Public Health Reporting. Hospital agrees to comply with specific State of Illinois Law for reporting 

communicable disease and other health Indicators. 

2.21 Access to Premises. Hospital shall allow duly authorized agents or representatives of the state and federal government; during normal business hours, access to its premises to inspect, audit, monitor or otherwise evaluate the Hospital's performance pursuant to the contract between Plan end IMPS, and aviS and Hospital shall produce 

relevant records requested as part of such review or audit. Plan shall nodfy Hospital as soon as practicable of its 

knowledge of any such site visit 

2•22, laboratory Services. Hospital shall adhere to the provisions of the Clinical Laboratory Improvement 

Amendments of 19118 (CLZA,) Public Law 100478 requirements for supplying laboratory services. 

2.23 Referrals, No provider employed by a hospital or any affiliate is 'required or ht any way obligated to 'rah 

Enrollees to providers also employed or under contract with the hospital urea affiliate. 

2.24 Lobbying Certification. Hospital•catifies to the best of Hospital's knowledge and belief, that no federally 

appropriated fends have been paid or will he paid by or on behalf of Hospital, to any person for influencing or 

attempting to influence an officer or employee of any agency, a Member a Congress, an officer or employee of 

Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal loan or grant, or the entrains into of any cooperative agreement, or the extension, 

continuation, renewal, amendment, or modification of any federal contract, grant, loan or ceoperative agreement 

2.24.1 Funds. Many ftmds other than federally appropriated fends have been paid or will be paid to any 

pantos for influencing or attempting to influence an officer or employee of any agenoy, a Member of Congress, an 

officer or employee of Congress, or an employee of a Member of Congress in connection with this Metal contract, 

grant, loan or cooperative agreement, Hospital shall complete and submit Standard Form LLL, "Disclosure Forms to 

Report Lobbying," in accordance with its instructions. Such Form is to be obtained at Hospital's request from the 

Office ofManageanent andBudget, 

2.25 Medical Services. Hospital represents and warrants that it has complied with and is complying with all applicable statutes, orders, rules and regulations promulgated by any Federal, State, Municipal or other governmental authority relating to the conduct of Hospital's property and operations and that there are po violations of any statute, order, rule 9r regulation pertaining thereto now existing or threatened. Hospital thrther represents and warrants that it shall discharge its obligations under this Agreement in compliance with all applicable Federal and State statutes and regulations and in accordance with all policies, procedures and requirements from time to time 

promulgated by the U.S. Department of Health and Human Services, CMS and MinoisDepartment of Healthcare and 

Family &MON (IDHFS). 

3. OBLIGATIONS OF PLAN 

3.1 Prior Minimization. All Hospital Services provided to Enrollees that are not mandated by EMTALA require Prior Authorization by Plan pursuant to Plan Policies. Hospital shall provide Plan with inthrmation obtained 

front the medical screening examination, provided in accordance with EMTALA, and presenting symptoms, physical findings, current medical status, and current diagnosis within twenty-four (24) hours or the neon business 

day. All non-emergent services must be authorized as described in the Plan Policies. 

3.1.1 Documentation of Prior Authorization Process. Medical information submitted as required in 

Section 2.1 in support of the Prior Authorization request may be provided orally or in writing. If provided orally, 

the Plan Prior Authorization employee who takes the telephone request from Hospital shall write down, tape record 

or electronically record the information provided Both Plan and Hospital staff will record each other's name and 

7 

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the time of telephone contact. if Plao gives Prior Authorization for treatment or admission, Plan shall provide 

Hospital with an authorization number or code. 

3.L2 Authorization Response. Pailure of Plan to respond to Hospital with approval or denial of Prior 

Authorization within the time frame set in Section 3.1 shall be deemed as Prior Authorization for Medically 

Necessary treatnientappropriate to The diagnosis presented when seeking Prior Authorization. 

3.1.3 Effect of Prior Authorization. Prior Authorization by Plan shall not pnrvort plan Ili= a 

taalospective evaluation of medical services provided by Hospital pursuant to Plan Policies. Plan agrees that the 

grant of Prior Authorization for Covered Services shall create a rebuttable presumption that Medically Necessary 

services appropriate to the diagnosis presented at the time of Priert.Authorization grail be paid for pursuant to this 

Agreement. Plan stall bear the burden to support denial of payment for Prior Authorized services through the 

dispute resolution Facets Provided in this Agreement Plan awns that it will not conduct tentweective review so 

long as Ran has been provided a reasonable opportunity to conduct fall and complete concurrent utilization 

menagerneot review in accordance with Plan Policies while the Member was hospitalized, except where (pHospital, h 

Participating Provider er any other provider rendering one at or on behalf' of Hospital, has provided inaccurate or 

ktcompilete %Formation to Plan, (2) the patient was not a known Member as of the time of the provision of care or (3) the 

Lots! alakn amount crosses the threshold for outlier avintbarsernent and Plan is reviewing charges in order to determine 

their eligibility for inclusion as allowable. 

3.2 Plan %tides. Plan shall provide Hospital Atli all Plan Policies upon execution of this Agreement 

3.2.1 Amendments to Plan Policies. During the term of this Agreement, Plan may implement changes 

in the Plan Policies as may be required by state or federal law or regulation, Medicare and/or Medicaid policy or at 

its discretion. If Changes in the Plan Policies are required due to changes in law, regulation, and policy beyond the 

contfoi of Plan,Plan shall provide a minimum of thirty (30) days' notice to Hospital prior to hoplementation, unless 

the required changes are mandated to be implemented in less time. For changes in Plan Policies That are not required 

by law, regulation or policy, Plan shall provide a minimum of thirty (30) days' notice to Hospital prior to 

Implementation of such change, If Hospital does not exercise its option to terminate the agreement. Hospital agrees 

ta comply with the amendment(s). 

3.3 Insurance. Plan shall maintain at all times managed care errors and omissions liability insurance ca self. 

insurance with minimum coverage of one million dollars ($1,000,000) per occurrence and three million dollars 

(113,000.000) annual aggregate. covering Plan and its agents and employees against any claims for damage arising 

directly or indirectly in connection with its activities under this Agreement, Plan shall also maintain such amounts 

of insolvency or stop-loss insurance as may be required by the laws of the State of Illinois pertaining to HMOs. 

Additionally, Plan shall maintain at all times automobile insurance, unemployment compensation insurance, and 

workers' compensation insurance or self-insurance in accordance with the requirements of all applicable federal and 

state laws and regulations. Upon reasonable request, Plan shall famish Hospital with original certificates of 

Insurance evidencing the insurance coverages and riders required. 

3,4 Plan Determinations. Plan agrees that, provided The information supplied by Hospital is accurate, 

Hospital Shall have no liability for determinations, including without limitation, determinations regarding coverage, 

prior Authorization and Medical Necessity that are made by Plan employees or contractors. 

3.5 Compliance with Lows and. Regulations. Plan represents that it has never been suspended, excluded or 

terminated as a contractor under Medicaid, Medicare, or other state or federal health care program, and that it 

operates and will continue to operate in conformity with the statutes and regulations applicable to Medicaid and 

Medicare contractors. In performing its obligations under this Agreement Plan shall comply with &Haws, rules and 

regulations of the United States and of the State of Illinois. All health professionals and laboratories providing 

services under this Agreement shall be licensed and/or certified as required by Jaw, including a valid Clinical 

Laboratory Improvement Amendments (CLIA) certificate and comply with the CLIA regulations found at 42 C.F.IL 

Part 493, if applicable. 

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3.6 Quality, Utilization and Risk Management. (QIUMM) Pl

3.7 Information, Plan will provide Hospital with the following documents: .(1) the torrent Citidentialing, Re. 

Credentialing and Hearing Policy and;.(ii) the current Utnizalion and Quality Management programs and, within a 

reasonable time after adoption, any changes or anode:ling and, (1il) the current grievance procedures and, within a 

tem:sable time after adoption, any changes or amendments; and,1111, if Hospital bears risk under this Agreement, 

Hospital quarterly rePorel measuring actual utilization against utilization targets for Hospital. 

3.8 Maintenance of Records, Plan shall maintain all patioent financial and accounting records pertaining to 

the operation of this Agreement in accordance with gasendhy accepted accamting principles or other procedures 

specified or accepted by the state or *dead government. Plan wiltDm time to lime and npon reasonable notice 

from Hospital, permit Hospital to inspect diving 'regular business hours those financial statements and enrelintent 

records which Plan maintains and which pertain to the operation of this Agreement. Plan shall maintain financial 

recorthrfor such time period as is or may be required understate or federal laws or regulations. 

3.9 Enrollee Disputes. Plan will notitY Hospital of all Enrollee complaints involving Hospital. Hospital 

agrees to assist Plan in resolving &sputa:with Enrollees. 

3.10 Enrollee Identification. Plea shall provide for distribution of identification cards to its Enrollees. Each 

-card will include a toll-five number that Hospital may use to check eligibility and enrollment in Plan. 

3.0 Lobbying Certification. Plan certifies to the best of Plan's knowledge and ballet; that no federally 

appropriated bads have been paid or will be paid by or on behalf of Plan, to any person fur influencing or 

attempting to influence an officer or employee of any agency. a Member of Congress, an officer or employee of 

Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the 

making 9f any Wend loan or grant, or the entering into of any cooperative agreement, or the extension, 

continuation, renewal, amendment, or modification of any federal Contract grant, loan or cooperative agreement 

3.11.1 Funds. If any fiords other than federally appropriated fluids have been paid or will be paid to any 

person fur influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an 

officer or employee of Congress, or an employee of a Member of Congress in conneedon with this federal conhuct, 

grant, loan or cooperative agreement. Plan shall complete and submit Standard Form ILL, "Disclosure Forms to 

Report Lobbying," in accordance with its instructions. SuchFonn is to be obtained at Plan's request *cantle Office 

of/vianagement and Budget. 

3.12 Sub-capitafion Reporting. The Health Plan shall report to the 1131111 any ananganent between the Health 

Plan and Hospital whereby Hospital is sub-capitated or assumes risk. 

4. PAYMENT FOR SERVICES 

4.1 Compensation. Plan shall pay for all services required by EMTALA and for Prior Authorized Covered 

Services that Hospital provides to Enrollees In accordance with the payment rates or schedules set forth in the 

applicable attachments as provided in Section 8, which are incorporated into this Agreement Hospital shall not be 

paid for Covered Services where Prior Authorization was required under the terms of this Agreement and was not 

obtained in accordance with Section 3.1 or the Plan Policies. 

4.2 Billing. Hospital shall exhaust all primary insurance resources which could cover all or part of the costs of 

services delivered to an Enrollee prior to submitting any bill for services to Plan pursuant to this Agreement 

Hospital shall bill Plan for Prior Authorized Covered Services and services provided pursuant to EMTAIA. 

4.2.1 Electronic Billing. Any electronic billing statement submitted by the Hospital to Plan shall 

include all information requited in the 111-04/CMS4 450 form, including detailed and descriptive medical, service 

and patient data and identifying information. If Hospital uses a clearinghouse tor electronic claims pmccasing, the 

date of receipt by Plan will be the date Plan or Plan's clearinghouse receives control of the claim from the Hospital's 

clearinghouse. If the Hospital's clearinghouse realms the claim for incorrect or incomplete information, the billing 

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statement will not baconsidered received by Plan autthethue limits for payment will not beginto run until actually 

received. If bothlinspital and Plan use dm same clearinghouse, the date of receipt by Plan .vrai bit consideredthe 

date on which the clearinghouse has determined pursuant to the contract with Hospital that all ordered cbecks and 

edits are complete. 

4.2.2 Billing Submission Deadline. Hospital shall present Plan with the Wag statement Withifi one 

hundred and eighty (180) days from the date of performance ofCovered Services to Enrollees. It is adotowledged 

that situations may necessitatethe extension of the one .hundred and. eighty (380) day submission deadline and the 

Parties may agree to extendthis deadline on acase-by-case basis. Among the justificationsfor delaying submission 

of a claim are: changes in eligibility, coordination Ober:refits. other third-party payer issues or internal Hospital risk 

management Absent an agreement to extend the time for submission of a bill, Plan shall have no obligation to pay 

any bill submitted'beyond this one inmdred and eighty (180) day limit. 

4,3 Payment. Plan shall make payment to Hospital within thirty (30) days of receipt of a Clean Claim. 

Hospital shall not resubmit any billing during a thirty (30) day period except in response to a Plan request for 

additional informadon Varmint to Section 4.4. 

4.4 Rejected 01111113. Plan shall provide Hospital with a written 3tquest for additional hdbmeation within 

thirty (30) days after receipt of an Inaccurate or-Insufficient billing statement A corrected bill submitted by Hospital 

pursuant to this section shall reinitiate Section 4.3's time for processing a Clean Claim. A bill rejected after 

resubmIssicer pursuant to this section shall be referred to the dispute resolution process and will not bear interest 

unless imposed under the dispute resolution process. 

4.5 Adjusted Payments. Plan may make an adjusted payment on a submftted.claim within forty-foie (45) days 

front the data of receipt where the circumstances do not support the billing criteria for the level of service submitted 

on the claim. Any adjusted payment shall include a fhll and complete explanation and remittance advice. Hospital 

reserves the tight to contest any adjustment and pursue any remedies through the dispute resolution processes in this 

Agreement 

4.6 Reeoupment. Plan may recoup from, or offset against, amounts owed to Hospital under this Agreement, 

any payments made by Plan to Hospital that are in violation. of Medicaid and/or Medicare policy, Plan Policies or 

this Agreement Hospital has the right to dispute any action by Plan to recoup or abet claims pursuant to this 

section through resort to the bispute Resolution Procedures (gilds Agreement. 

4.7 Enrollee Hold Harmless. Except for applicable Enrollee deductibles, coinsurance or co-payments, 

Hospital shall look only to.Plan for compensation for Covered Services rendered to an Enrollee and shall accept the 

payments set forth in this Agreement as payment in full for all Covered Services rendered to an Enrollee. In no 

event, including but not limited to nonpayment by Plan, insolvency of Plan or breach of this Agreement, shall 

Hospital bill, charge, collect a deposit from, seek Compensation, remuneration or reimbursement from, seek 

deductibles, coinsurance or co-payments from or have wry recourse against an Enrollee or persons (other than Plan) 

acting on his/her behalf for Covered Services provided pursuant to this Agreement Hospital shall give notice to 

Enrollees regarding ow charges for Non-Covered Services. Notwithstanding the foregoing, Hospital may accept 

payments from third-party payors (e.g. auto insurance, etc.) or others who are legally responsible for payment of an 

Enrollee's medical bill. This Section shall survive termination of this Agreement, regardless of the cause of 

termination and shall be construed to be for the benefit of Enrollees. Hospital Anther agrees That this Section 

supersedes any oral or written agreement hereafter entered into between Hospital and Enrollee or persons acting on 

the Enrollee's behalf insoliw as such agreement relates to payment for Covered Services provided under the terms 

and conditions of this contract Except as otherwise provided in this Agreement or as required by CMS-Medicare or 

IMES-Medicaid policies, bulletins and federal law, this Section 4.7 is not intended to apply to services provided 

after this contract has been terminated or to Non-Covered Services. 

4.8 Third-Party Payers and Coordination of Benefits. In the event that an Enrollee's medical expenses are 

eligible, in whole or in part, to be paid by any governmental program, other than by Medicaid or Medicare, or by a 

public or private insurance or benefit plan (collectively, "third-party payors”), Plan shall coordinate primary and 

secondary payment responsibility with such other third party payors pursuant to federal and state third party liability 

statutes and regulations including but not limited to 42 C.F.R. 433.135-139, and the Illinois Workers' Compensation 

10 

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Act, 820 ItCS 3052 as amended. Rospital shall -cooperate with Plan's efforts to leftover such payments or 

reimbursements. 

4.2 Billing Disputes. At least quarterly throughout the term of this Agreement the Parties will make a good 

fifth effort to negotiate and resolve all billing disputes. Every bill must be considered in such a quarterly billing 

resolution conference prior to submispion to dispute =Waft under the provisions of Section 6.2. 

4.10 Financial Relationship with Plan. Plan will not prohibit Hospital from discussing Hospital financial 

relationship-se/Rh Enrollees. 

4.11 Fiscal Intermediary Rate Letter. Hospital epees •to provide Plan with its updated Fl Rate letter within 

thirty (0) days of receipt from CMS. Provider's payment rates will be adjusted ooly in accordance with the updated 

PI Rata letter, the fltptathe Fallowing month, after thirty (30) days Oita receipt by Plan. 

5. TERMINATION 

5.1 Term and Renewal. The term of this Agreement is fin one (1) year unless terminated by either party 

pursuant to this Agreement The Agreement begins at 1101 AM on the effective date statedabove. This Agreement 

shall automatically renew on an annual basis unless either party notifies the other-in writing ninety (90) days prior to 

the renewal darof the Patty's intendon to terminatethe Agreement. 

5.2 Terminadon without Cause. After the first six (6) months, this Agreement may be terminated without 

cause bY eitberpartY Won written notice given ninety (90) days in advance ofsuds termination. 

5.3 Termination for Cane. Either party may terminate this Agreement for a material breach of this 

Agreement upon written notice given sixty (6Q) days in advance of such termination. The failure of Plan to make 

payments required under Ibis Agreement may be deemed to be a material breach. The failure of Hospital to comply 

with Plan Policies may be deemed a material breach. In the event of notification of intent to terminate with cause by 

either party, the breaching party shall have twenty one (21) days to cure such breach. Unless the material breach is 

cured, the twenty one (al) day period to cure will not extend theta:mintier) date. 

5.4 Automatic Termination. This Agreement will automatically terminate if any of the following events 

occur: 

54.1 Suspension or termination for any reason of Plan as a Medicaid contractor, but only with respect 

to Medicaid and Medicare services; 

5.4.2 Suspension or iermination for any reason of Plan as a Medicare contractor, but only with respect 

to Medicare services in this Agreement; 

5.4.3 Plea loss of Certificate of Authority as an limo; 

5.4.4 Hospital's state license, Medicare or Medicaid certification or TIC or AOA accreditation is 

revoked, terminated, or suspended; or 

5.4.5 Suspension, termination or exclusion of Hospital from participation for any length of time from n 

governmental health care program by any gnvernmental agency. 

5.5 Termination due to Material Change in Plan Policies. Pursuant to section 3.2.1 above, Plan must notify 

Hospital of changes in Plan Policies in a timely manner prior to implementation. In the event that Plan elects to 

amend Plan Policies, and such amendment affects Hospital adversely, Hospital shall be entitled to terminate this 

Agreement Hospital shall notify Plan immediately of its %tent to terminate render this Section 5.5. Tenninaddn 

pursuant to this Section shall be effecdve on the effective date of such amendment but in no case less than Bente= 

(14) days following such notification of termination pursuant to this Section 5.5. 

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5.6 Rept upon Termination. Upon termination ofthis Agreement the rights of each party hereunder shall terminate, provided howevee that Hospital shall be required to treat Buenas receiving authorized nutmeat at the time Of termination of this Agreement Until Enrollee is discharged. Plan Aral be required to pay Hospital pursuant to paynumt terms of this Agreement for ill services perfermed in connection with such treatment Subject to treaknent concerns of the Enrollee including condeuity of one etvitiving attending specialists and aVallability of 

alternative hospital providers, Plan shall use its best efforts to arrange for the reassignment and binder ofEnrollees 

as soon as possible followingthethrtninadonof this Agreement 

6. DISPUTE RESOLUTION 

6.1 Notice. When either partypereelva the existence ofa dispute itshall give written notice to the otherparty describing the nature of the dispute and a proposed resolution. The Parties shall negotiate in good faith in in attempt to resolve the dispute. Section 6.2 of thie Agreement shall not apply to matters relating to Plan isedentiallhg, recredeedalingrn peer review activities. 

6.2 Mediation and Binding Arbitration. 

6.2.1 Mediation. if the negotiations required in Section LI fell tit twelve the dispute, either party may requept mediatiorr under the Rules for Mediation of the Alternative Dispute Resolution Service of the American Health Lawyers Association. Ifthe other party agrees, then both Parties shall participate in that mediation, Costs shall be apportioned in accordance with the Rules for Mediation. The legal and administrative costs of the parties 

shall not be considered costs of mediation subject to apportionment 

6.2.2 Binding Arbitration, If Parties do not mediate or mediation sloes notresoive the dispute within sixty (60) days of the request for mediation, either party may seek binding arbitration either under the Rules for Arbitration of the Alternative Dispute Resolution Service of the American Health Lawyers Association or the American Arbitration Association. Both Parties agree to binding arbitration. The Parties agree that such arbitration will take place in a mutually agreed upon location. Costs shall be apportionedpursuant to the Rules for Arbitration. The legal and administrative costs of the Parties shall in neither cam be considered costs of arbitration subject to apportionment An award entered by the arbitrator shall be final and Judgment may be entered on it In accordance with applicable law. A request for binding arbitration is not valid if it is made after the date when the institution of legal or equitable proceedings on the underlying dispute would be barred try the applicable statute of limitations. The Parties exclude the following matters time the operation pf this arbitration clause: ti) me counterclaim, cross- claim or third party claim for indeamity or contribution between Hospital and Plan in any Enrollee's suit against Hospital, unless a Court requires the Parties to submit the Enrollee's entire claim to arbitration; (2) any dispute concerning termination of this Agreement, which claim shall be resolved through the procedures specified ter such 

event In Paragraph 4.4 42 or 4.3, whichever may be applicable to the particular terminadon in dispute; and Cl) any 

dispute for which a dispute resolution procedure or mechanism is specified in Plan's Provider Manual. 

6.3 Limitation on Binding Arbitration. The binding arbitration procedures described in Section 522 above 

shall not apply to any claims between the Parties arising out of third-party claims asserting malpractice Or professional negligence and the Parties are not precluded from asserting claims against each other based on contribution, indemnity, breath of contact, or other legal theories, by way ofeross-cisen or third-party complaint in any court action commenced by a third party which alleges malpractice or professional negligence against either or 

both Parties to this Agreement 

7. MISCELLANEOUS PROVISIONS 

74 Additional Products. Plan reserves the right to introduce new products in addition to the current Managed 

Care Products while this Agreement is in effect and to designate Hospital as a Participating or Non-Participating 

Provider in any such new product. To the extent that the terms for the provision of Covered Services in new products are different than those contained herein in a manner that :educes the payment terms to Hospital or would materially change Hospital's obligations hereunder; they shall be agreed to by the Parties in advance of such 

participation hereto if Plan offers participation in these-programs to Hospital. 

7.4 Relationship of Parties. The relationship of Hospital to Plan is that of an independent contactor. Neither Hospital nor any of its employees shall be considered under the provisions of this Agreement or otherwise as being 

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an employee of Planator shall Plan nor any of its sinployeet be considered under the tenirs.efilie Agreement or 

Othenvise as being an employee of Hospital. Eadiparty is solely responsible to *eels its Own financial obagations 

to its employees including provision of wodiers' compensation and unemployment Mauna= coverage malpractice 

end other liability inremince, payment of Mend state and local taxes and any other coste or:expenses necessary to 

early out its Obligations under this Agreement. No work, ad, commission or omission of any party, lalien% 

servants or employees, purrinant to the VMS and candid= of ddsAgreement, And) be construed to make or render 

any party, its Agents, servants= employees, an %vent, servant, representative or employee of, or joint venturer with, 

the other party. 

74 Treatment Options, Hospital stall not be prohibited from discussing treatment options with Plan 

Enrollees thatmay not reflectPlaa's position or may not be covered by Plan. 

7.6 Advocating on Behalf of Plan Enrollees. Hospital shall not be prohibited from advocating on behalfof a 

Plan Enrollee is ay grievance or utilization review process or individual authorIndion process to obtain necessary 

health care services. 

7,7 Orderly Transfer. Hospital agrees, in the event oftenninadon of this Agreement, to cooperate with Plan 

In the orderly transfer of Enrollees being treated or evaluated. 

7.8 Accreditation. Both parties awe to cooperate and facilitate the efforts of the other party to obtain and 

maintain appropriate accreditation from TIC AOA, National Corraidttee for Quality Assurance ("4CQA1, 

Aecreditation Association for Ambulatory Health Care ("AAAHC'),URAC or ether appropriate accrediting body. 

7.9 Confidential information. The Parlieb agree that the items of infatuation subjectto confidentiality under 

this Agreement arc: (i) medical information relating to individual Enrollees; (ii) the schedule of compensation to be 

paid to .Hospital; (iii) all •Q/U/RM documents and peer review information; and, (Iv) any financial or utilization 

inibmiation provided by Hospitalto Plan including charge masters detailing the compensation schedule (if different 

from Medicaid Rates) set forth in the relevant attachments to this Agreement Otherwise, all ether information, 

Including the general manner by which Hospital is paid under this Agreement and the general terms and condldoris 

adds Agreement may be shared with Enrollees In the reasonable and prudent judgment of the Parties to this 

Agreement. 

74.1 Notwithstanding the above designation as confidential, Plan may disclose financial or utilization 

information to third parties as necessary: (i) to satisfy internal quality and utilization requirements; (0) to share with 

employees or agents of Plan who need to know the information carry out Plan's quality and utilization obligations; 

(iii) to satisfy mandatory governmental or regulatory reporting requirements; (iv) to compare cost, quality and 

service among providers with whom Plan has contracted or intends to contract (v) for premium setting purposes; 

(vi) for HEMS reporting (vii) for TIC, NCQA, URAC or other reporting necessary for accreditation purposes; Or 

(viii) to pert= any of Plan's obligations under this Agreement Any information disclosed to third parties 

puisuant to this subsection shall remain confidential and Plan shall require third-party recipients ofsuch Information 

to maintain confidential*: 

7.9.2 Plan shall be permitted to prepare and disclose to a third-party a report of Hospital's quality data 

provided however, that Hospital quality data shall not include any information that identifies an individual Enrollee 

or an individual Hospital or information that is privileged or confidential under peer review or patientoonfidendality 

state or federal laws. For purposes of this subsection, Hospital's quality data includes, without limitation: (I) 

utilization data of all contracted Hospitals in the aggregate; (II) HEDIS data production and performance evaluation; 

gip Enrollee satisfaction data; (iv) Overall compliance with TIC or other comparable quality standards (i.e., NCQA, 

URAC); and (v) Plan's disenroihnent data. 

7.10 Grievances. Plan shall notify Hospital of any and all Enrollee complaints involving Hospital. Hospital 

shall not* Plan of any and all Enrollee complaints received from Enrollees. Hospital and Plan shall make good 

faith -efforts to investigate complaints and work together to resolve Enrollee complaints in a fair and equitable 

manner. Hospital shall participate in and cooperate with Plan's grievance procedures and comply with final 

determinations provided in accordance with Plan Policies. A copy of the grievance procedure shall be provided to 

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an Enrollee at the time of 011101110e0t and to Hospital Upon execution of this Apeman, This provision shall 

sutvivetermhtation of this Agreement, 

7.11 Ownership of Medical Records. All medical recalls shall belong to Bospihd, The release, disclosure, 

removal or transfer of such records shalt be governed by state and federal .law and the Pasties established pOlicies 

and procedures.- Hospital agrees, to make en Enrolleel Medical records.avallable to Pian for purposes of assessing 

quality of care, eenduedn8 medial care evaluations and audits anti determining ma concurrent besisahe'medied 

necessity and appropdateness of WO provided to Plan Enrollees Hospital also agrees to make Enrollees medical 

records available to appropriatostate and federal authorities and their agents for outposts of assessing coudity of one 

or Investigating Enrollee grievances. Hospital agrees to comply with all applicable state laws and administrative 

rules and federal laws and reguladons related-to privacy and confidentiality of medical records. 

7.12 Assignment Neither this Agreement nor any rights or obligations hereunder shall be assignable by either 

party without the prior written consent of the other party, nor shall the duties imposed herein upon either party be 

subcontracted or delegated without the prior written approval of the other party, Such approval shall not be 

unreasonably withheld or itelayed 

7.33 Entire Agreement This Agreement (including attachments) and the Plan Policies contain the entire 

agreement between the Patties with respect to the subject matter of this Agreement if a conflict develops between 

Ibis Agreement and the Plan Policies, Plan Policies shall lake precedence. Neither Hospital nor Plan shall be subject 

to any requirements-other than as set forth in this Agreement or Plan Policies. The Nieto of a patty to insist on the 

strict perfomuutce of any condition, promise, agreement or undertaking set thrth herein shall not be construed as a 

waiver or relinquishment of the right to insist upon strict performance of the same condition, promise. agreement or 

undertaking at album time. 

7.14 Severability. If any provision of -this Agreement or portion is declared invalid or unenforceable, the 

remaining provisions shall nevertheless main in Ibli force and effbct. 

1.15 Notices. Any notice milked to be given pursuant to the terms and provisions of this Agreement stall be 

sent by firstelass mail, litcsimile, or by certified mail, return receipt requested, postage prepaid, to the Other party at 

follows; 

Meridian Health Plan 

333 $ Wabash Ave Suite 2900 

Chicago, IL 60604 

Hospital Name: Saint Anthony Hospital 

Address: 2875 W. 19* Street 

City. State, 24: Chicago, 11. 60623 

Attn: CPO with copy to: General Counsel 

7416 Controlling Law. This Agreement shall be construed and =firmed in accordance with the laws of the 

State of Illinois. This agreement shall comply with aft applicable Medicare laws, regulations and CMS instructions. 

7.17 Marketing. Each party to this Agreement vocalically authorizes the other party to include it in any and all 

marketing and advertising materials. Each party will provide the other party copies of any written marketing 

materials referencing the other. The Panics Anther acknowledge that this Agreement may be terminated and agree 

40 hold the other harmless for any continued use of marketing materials if such materials were prepared before the 

receipt of a notice of termination. The Patties shall hold each other harmless from reliance upon inaccurate or 

incomplete infennation provided by the other party in such materials. Except for purposes encompassed by this 

Section 6.16, neither party Shall utilize the trademarks or service marks of the other party without the express written 

approval ofthe other party. 

7.18 Llmitadon of Third-Party Rights. This Agreement is intended solely for the benefit of the Parties, and is 

not intended to create any rights or benefits, either express or implied, in any other person, including, without 

lirnftation. patients of Hospital, Hospital's successors or assigns. Plan may not subcontract or resell any rights to 

Hospital access or prices created by this Agreement to any third-party without the express written approval of 

Hospital. 

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739 Regulatory Approval The Parties acknowledge and agree that this Agreement may be Subject to aPPrOve 

by IDHFS, CM$ and/or Department of Insurance. 

7.20 Mutual Cooperation. To the extent a conflict of interest is not aeabsd hereby each party shall cooperate 

with the other with respect to any action, suit or proceeding camneuced against either party by a person or entity not 

a party hereto With Yelped to thesulject matter thereof 

7.21 Recitals —The recitals am hereby Incorporated into and made part of this Agreement. 

8. SERVICES COVERED 'UNDFat THIS AGREEMENT 

LX] Attachment - Meridian Health Plan. ofillinols Medicaid Managedcare Network 

[X] Attachment C Meridian Advantage Plan of Illinois (HMO SNP) Medicare MA-PD Plan Network 

11 Attachment D — Intentionally Left Blank 

[X] Attachment E • Meridian Complete Financial Alignment DenronstrationNetworIc 

ti other 

9. Catholic Directives - Plan acknowledges that Hospital's religious affiliation is Roman Catholic and that 

Hospital therefore adheres to the Ethical and Religious Directives tbr C,atholIc Health Facilities ("direcfives) Issued 

by the National Conference of Catholics Bishops =tee United States Catholic Conftrence„ as may be revised fiom 

time to time. The Directives include but are not limited to the prohibition of euthanasia, steriliratioa, abortion, and 

other specified family planning techniques and procedures. Inrecognition of the foregoing, Plan agrees that Hospital 

will not providsservices which are prohibited by the Directives. hospital will provide Plan a copy of the Directives 

and revisions thereto upon request. 

(Signature Page Followsj 

Is 

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Hospital Name: Saint Anthony Hospital 

Hospital License Number: 

Address: 

2975 W 10 Street 

Chicago, IL 60623 

Pertain Health Plan of Illinele 

333 S Wabash 

Suite 2900 

Chicago. IL 60604 

866-606-3700 

Si • 

Arciailblaulan 

Printed Name: 

OO 

0/ 

Date: 

51-217097 

, Date: 

Ciket (i 

IN WITNESS WHEREOF, to signify their agreement to all of the tetras and conditions hmeo4 the Pardes 

have executed this Agreement as of the date(s) stated below: 

To be completed by Hospital: To be completed by Meridian Health Plan: 

with cc to: Justin Bynum CFO 

Aileen Brooks, VP and General Counsel 

Attachments: 

Attachment A — Schedule of Covered Services 

Attachment fl—Medicaid Terms 

Attachment C — Medicare Terms 

Attachment D Intentionally Left Blank 

Attachment E FAD Terms 

Attachment F —List of Hospital Practitioners and Providers 

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A. Hospital Services 

X Emergency Department Services — 

24 hours per day, 7 days per week 

X Urgent Care Services 

X Outpatient Services 

_X inpatient services —24 hours per 

day, 7 days per week 

X Birthing services such as labor and 

delivery mew, birthing rooms or 

birthing centers 

X Other Specify Clinic based 

services 

B. Physician Services 

General/Family Practice 

General Surgery 

Obstetrics/Gynecology 

Pediatrics 

Neonatology 

Internal Medicine 

Cardiology 

Anesthesiology 

Dermatology 

Neurology 

Neurosurgery 

OlniezYngoingY 

Ophthalmology 

Orthopedics 

Pathology 

Psychiatry 

Rehabilitative Medicine 

admmi.m• 

•••••••••• 

••••••.••••••• 

ATTACHMENT A 

Meridian Health Plan 

-Schedule of Covered Hun Senile**. 

1. "REIMBURSABLE SERVICES" are those Medical and hospital services Which are Covered Services 

and for which llospital.may Submit itemized claims for Pee-For-Service payment pursuant lathe respective 

attachments as provided in Section IL 

The services to be provided are as Indicated by the X mark in the appropriate blanks below: 

Thoracic Surgery 

Urology 

Vascular Surgery 

Mental Health 

Dental Services (of the type not 

normally provided by a dentist) 

Other: Specie 

C. Non-Physician Services 

Family Planning 

j._ Laboratory 

Pharmacy 

X Radiology 

Vision Care/Optometry 

Chiropractic 

Home Health Care 

Hearing Aids 

Hearing and Speech 

_X Podiatry 

_X__ Speech Therapy 

_X__ Physical Therapy 

_X__ Occupational Therapy 

Medical Equipment 

Medical Supplies 

Oxygen 

Ordtodcs 

Prosthetics 

Substance Abuse Treatment 

Transplant Services 

Other: Psych: NIP and IOF 

Dialysis 

•••••••••=d• 

.•••••••••••• 

.11.11•1 1, 

••••r1.1 

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ATTACHMENT B 

Meridian Health Plan 

-Medicaid TermsREIMBURSEMENT SCHBDIILB 

MEDICAID REOUIREIVIENTS 

For Medical4 M accordance with state and federal regulations and Wield Mediadd guidance as well as RFS 

guidelines, Hospital is subject to tholallowing requirements: 

1.1 Subcontractors— The Parties agree that Hospital, in performing Hospital's dudes and obligations 

hereunder, shall have the right, subject to the aedenW lag and re-credentialing requirements described in. this 

Agreement, either to employ its own employees and agents or to utilize the services of paeans, firms and other 

entities by means of subcontractual relationships; provided, however, that no such subcontract shall operate to 

relieve Hospital of its obligations hereunder and Anther provided that the format for all such subcontracts shall have 

been approved by 11FS or the Department of Insurance in the event that either agency requires such approval; and 

Anther provided that Plan's liability for reimbursement hereunder shall extend only to Hospital, and only to the 

MIMS provided fOr herein, and that Hospital shall be solely responsible for reimbursement and/or payment of any 

employee or spat ofHospital for services performed pursuant to this Agreement All such subcontracts shall be in 

writing and fulfill requirements of 42 CPR 434.6 that are appropriate to the service or activity delegated *under the 

subcontract 

1.2 Plan Obligations to 31111—Anything herein to the contrary-notwithstanding, no term or provision of this 

Agreement shall operate to 'laminate the legal responsibility of Plan to the SFS, in concurrence with the 

Department of Insurance, with respect to Enrollees eligible for benefits under Title XIX (Medicaid) and Title ma 

(SCRIP) of the Social Security Act Hospital agrees that no subcontract can terminate the legal responsibility of 

Hospital to 1WS with respect to Enrollees eligible for benefits under Title XIX and Title XXI of the Social Security 

Act. Hospital shall be bound by the tams and conditions Of Plan's contract with }IFS that are appropriate to the 

services delegated under this Agreement. 

1.3 Wan Agreement— Hospital will assist Plan in meeting its obligations under Plan's agreement with 

IMPS, in concurrence with Department of Insurance with respect to Enrollees eligible for benefits under Title XIX 

of the Social Security Act (Medicaid), and hereby agrees to the terms and conditions of such agreement as they 

pertain or apply to Hospital. Hospital shall be bound by the terms and conditions of Plan's contract with DHFS that 

are appropriate to the service or activity delegated under this Agreement Such requirements include, but are not 

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limited to, the record keeping and audft provisions of the contract Watson Plan and DHErS, such that .13H1?S or 

authorized persons shall have the sameTights to audit and Inspect Hospital as they have to audit and inspect Plan. 

Ifit ritdigniftelandulin — Plan will periodically monitor the performance of Hospital. To the =teat 

deficiencies or areas tot improvement me Identified during an informal or formal review, Hospital sball be required 

to take appropriate COITedive action. 

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1 

AITACHMENT C 

MerIdhni Health Plan 

-Medicare 'Pants - 

REIMBUILSEMENT SCHP.DULE 

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REGULATORY REOUIR6M4NTS 

CMS requires that specific tams and conditions be incorporated into the Agreement between a Medicare Advantage 

Organization or That Tier Entity and a First Iler Entity or Downstream Entity to comply with the Medicare laws, 

regulations, and CMS instructions, including, but not limited to, the Medicare Pres:3*de° Dina, rmerovement and 

Modernization Act of 2003, Pub L. No. 108-173,117 Stet 2066 ("MMA") and 

Except as provided herein, all other provisionsof the Agreement between Plan and Hospital not inconsistent herein shall 

=main in.full force and effect 

22 

9/28/12 Illinois Hospital Agreement - 2153 

REDACTED

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MOM 

canton for Medicare and htediesid Services (0005,theagency will/lathe Department OfHealth and Human.Services 

that administers the Medicare program. 

gqmplagg_d_agdit compietion endit by she Department of Heeds and Human Services, the dovernmesit 

Accountability Office, or their designees of &Medicare Advantage Organization, ivfedicara Advantage Organization 

tonhactoror related entity. 

pownstream Mt v.any party that enters into a written arrangement acceptable to CMS, with. persons or entities 

Involved with the MA benefit, below the level of thearrangentent between an MA organization Or applicant) and a 

first tier entity. These written arm:fitments eclair= down to the level of the ultimate provider of both health and 

adetinistrative serrices. 

Find a es aPmio& the final term ofthe coaled between CMS and.lhe Medicare Advantage Orgimizetionr irst Tier Entity: any party that enters into a written arrangement, acceptable to CMS, with an MA organization or 

applicant to provide administrative services or *health Bare services for a Medicare eligible individual under the MA. 

Program. 

Medicare Advamene MAI: 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 /tom the 

Medicare program. 

Wisp Advantage Clrganization rbelA prganizationwea public or private entity organized and licensed by a State as a 

risk-bearing entity (with the semption of provider-sponsored organizations receiving waivers) that is certified by CMS 

as meeting the MA contract requirements. 

Member or a Media= Advantage eligible individual who has candled in or elected coverage trough a 

Medicare Advantage Organization. 

Maw (1) any individual who is engaged in the delivery ofhealth care services in a State and is licensed or certified 

by the State to engage in that activity in the State and (2) any entity that is engaged in the delivery ofhealth care services 

in a State and is licensed or certified to deliver those service's if such licensing or certification is required by State law or 

regulation. 

Mated entitir:any entity that it 'related to the MA organization by common ownership or control and (1) performs 

some of the MA orgardzation's management functions under contract or delegation; (2) furnishes services to 

Medicare enrollees under an oral or written agreement; or (3) leases real property or sells materials to the MA 

organization at a cost of more than S2,500 during a contract period. 

aggatifi.ft?gblegg: 

Hospital agrees to the fallowing: 

I. HES, 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 documentation of the first tier, 

downstream, and entities related to CMS' contract with Plan, (hereinafter, "MA organization, through 10 

years from the fitial date of the final contract period of the contract entered into between CMS and the MA 

organization or from the date of completion of any audit, whichever is later. [42 C2.& § 422-5040X20 

and (ii)] 

2. Hospital will comply with the confidentiality and enrollee 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 

29 

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with applicable Pederai or state lawsor pursuant to court orders or subpoenas, (3) maintaining the SEM* 

and InformatiOn in an accuntie and timely manner, and (4) ensuring timely access by enrollees to the 

records and hrformathet thatfantale %ahem [42 C.F.R. 44 422.504(aX13) and 422-.1111] 

3. Enrollees will not be held liable for payment of any fees that me the legal obligation of the MA 

organizaticau 142 if 4270011(1)(3X1) send 422.504(gX1)(i)j 

4. For all enrollees eligible tb*both Medicare and Iferlicaid, enrollees will not be held liable for Medicare 

Part A and /3 cost shathg White the State is 'responsible for paying such amounts. Proeiders will he 

informed of Medicare atdMèdicaid benefita and rules for enrollees eligible for Medicare and Medicaid. 

&tallied may not4mpose vost-sharing that toiceeds the amount of cost-sharing that would be permitted with 

reenact to the individual terder litle litho individual Were not enrolled in such a plan. Ilsovidas wilt 

(1) accept the MA plan payment as payment in fell, or (2) bill the appropriate State source. [42 C.P.R. 41 

422.504(i)(3)(i) and 422404(g)(1n 

5. Any services orother actMir perforroedin accordance with a connect or written agreement by Hospital are 

cop:ascent and comply widrtife IvrA organization's contractual Obligations. [42 CPI. § 422.5040X3rdin 

6; nntracts or other written agreements between the MA organization and providers or between &alder and 

downstream entities must contain a prompt payment provision, the terms of which are developed and 

agreed to by the contracting parties. The MA organization is obligated to pay contracted providers under 

the terms of the contract between the Plan and Hospital. [42 C.P.R. 14 422.520(b)(1) and (2)] In 

accordance with 42 MIX- § 422-520(b), liospind shall provide to Plan all information necessary for Plan 

to establish proper payment Plan shall pay Provider for Covered Sereices 'rendered to Covered Persons in 

accordance with Section 7 of the Agreement Any Clean Chant ' , as defined 1n42 C.F.R. 422.500, shall be 

paid within thirty (30) days of receipt by Plan at such address as may be designated by Plan, and Plait shall 

pay interest on any Clean Claim not paid within thirty (30) days of such receipt by Plan at the rate of 

Interest required by law, or as otherwise set forth in the Provider Manual. 

7. Hospital and anyplace; entity, contractor or subcontractor will comply with all applicable Medicare laws, 

regulations, and CMS instructions. [42 CPR. § 472.5040X4)(v)] 

S. If any of the MA organization's activities or responsibilities under its contract with CMS are delegated to 

any first tier, doWnstream and related entity: 

(i) The delegated activities and reporting responsibilities are specified as follows: 

The delegated activities are specified in the Agreement, if any. 

CMS and the MA organization reserve the right to revoke the delegation activities and reporting 

requirements or to specify other remedies in instances where CMS or the MA organization 

determine that such parties have not performed satisfactorily. 

(ih) The MA Organization will monitor the performance of the parties on an ongoing basis. 

(iv) The credentials of medical professionals affiliated with the party or parties will be either reviewed 

by the MA organization or the credentialing process will be 'reviewed and approved by the MA 

organization and the MA organization must audit the credentialing process on an ongoing basis. 

(v) If the MA organization delegates the selection of providers, contractors, or subcontractor, the MA 

organization retains the right to approve, suspend, or terminate any such arrangement. 

[42 C.P.A. 44 422.504(0(4) and PM 

24 

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AITAMMENT D 

Intentionally Lea Bleak 

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ATTACHMENT E 

Meridian Heahh Plan 

-FAD TermsifindELTAfingnacniffigit 

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EXHIBIT B

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e.:••JAW.. 

AMP DIM% 

12611711:31:1191111 

111613=1:161211112 

CM CI MAW CI 

VIIII0 1210 

Wad ralf/Wiff 

NZAVAV 

Meridian 

Health Plan 

ILLINOIS IPRA I AGREEMENT 

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EXHIBIT C

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meridian 

Amendment to the System Agreement 

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EXHIBIT 2

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Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016. COMMERCIAL RULES 1

Commercial

Including Procedures for Large, Complex Commercial Disputes

Arbitration Rules and Mediation Procedures

Rules Amended and Effective October 1, 2013

Fee Schedule Amended and Effective July 1, 2016

Available online at adr.org/commercial

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2 RULES AND MEDIATION PROCEDURES American Arbitration Association

States: Delaware, District of Columbia,

Maryland, New Jersey, Pennsylvania, Virginia

P. Jean Baker, Esq.

Vice President

Phone: 202.223.7093

Email: BakerJ@adr.org

States: Oklahoma, Texas

Andrew Barton

Vice President

Phone: 210.998.5750

Email: BartonA@adr.org

States: Alabama, Georgia

John M. Bishop

Vice President

Phone: 404.320.5150

Email: BishopJ@adr.org

States: City of Houston, Louisiana, Mississippi

Ingeuneal C. Gray, Esq.

Vice President

Phone: 832.308.7893

Email: GrayI@adr.org

States: Connecticut, Maine, Massachusetts,

New Hampshire, Rhode Island, Vermont

Karen Jalkut

Vice President

Phone: 617.695.6062

Email: JalkutK@adr.org

States: Alaska, California, Hawaii, Oregon,

Washington

Serena K. Lee, Esq.

Vice President

Phone: 415.671.4053

Email: LeeS@adr.org

States: Indiana, Kentucky, North Carolina, Ohio, 

South Carolina, Tennessee, West Virginia

Michelle M. Skipper

Vice President

Phone: 704.643.8605

Email: SkipperM@adr.org

States: Florida

Rebecca Storrow, Ph.D.

Vice President

Phone: 954.372.4341

Email: StorrowR@adr.org

States: Arizona, Colorado, Kansas, Idaho,

Montana, Nebraska, Nevada, New Mexico, 

Utah, Wyoming

Lance K. Tanaka

Vice President

Phone: 303.831.0824

Email: TanakaL@adr.org

States: Arkansas, Illinois, Iowa, Michigan,

Minnesota, Missouri, North Dakota,

South Dakota, Wisconsin

A. Kelly Turner, Esq.

Vice President

Phone: 312.361.1116

Email: TurnerK@adr.org

States: New York

Jeffrey T. Zaino, Esq.

Vice President

Phone: 212.484.3224

Email: ZainoJ@adr.org

Regional Vice Presidents

Jeffrey Garcia

Vice President

Phone: 559.490.1860

Email: GarciaJ@adr.org

Administers cases in: AK, AZ, AR, CA, CO, HI, 

ID, IL, IA, KS, LA, MN, MS, MO, MT, NE, NV, 

NM, ND, OK, OR, SD, TX, UT, WA, WI, WY

John M. Bishop

Vice President

Phone: 404.320.5150

Email: BishopJ@adr.org

Administers cases in: AL, DC, FL, GA, IN, KY, 

MD, NC, OH, SC, TN, VA

Yvonne Baglini

Assistant Vice President

Phone: 866.293.4053

Email: BagliniY@adr.org

Administers cases in: CT, DE, MA, ME, MI, NH, 

NJ, NY, PA, RI, VT, WV

Case Management Vice Presidents and Assistant Vice Presidents

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Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016. COMMERCIAL RULES 3

Table of Contents

Important Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Standard Arbitration Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Administrative Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Large, Complex Cases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Commercial Arbitration Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

R-1. Agreement of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

R-2. AAA and Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

R-3. National Roster of Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

R-4. Filing Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

R-5. Answers and Counterclaims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

R-6. Changes of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

R-7. Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

R-8. Interpretation and Application of Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

R-9. Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

R-10. Administrative Conference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

R-11. Fixing of Locale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

R-12. Appointment from National Roster. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

R-13. Direct Appointment by a Party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

R-14. Appointment of Chairperson by Party-Appointed Arbitrators or Parties. . . . . . . . 16

R-15. Nationality of Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

R-16. Number of Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

R-17. Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

R-18. Disqualification of Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

R-19. Communication with Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

R-20. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

R-21. Preliminary Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

R-22. Pre-Hearing Exchange and Production of Information. . . . . . . . . . . . . . . . . . . . . . 19

R-23. Enforcement Powers of the Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

R-24. Date, Time, and Place of Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

R-25. Attendance at Hearings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

R-26. Representation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

R-27. Oaths. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

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4 RULES AND MEDIATION PROCEDURES American Arbitration Association

R-28. Stenographic Record. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

R-29. Interpreters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

R-30. Postponements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

R-31. Arbitration in the Absence of a Party or Representative. . . . . . . . . . . . . . . . . . . . . 22

R-32. Conduct of Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

R-33. Dispositive Motions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

R-34. Evidence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

R-35. Evidence by Written Statements and Post-Hearing Filing of Documents or 

Other Evidence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

R-36. Inspection or Investigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

R-37. Interim Measures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

R-38. Emergency Measures of Protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

R-39. Closing of Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

R-40. Reopening of Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

R-41. Waiver of Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

R-42. Extensions of Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

R-43. Serving of Notice and Communications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

R-44. Majority Decision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

R-45. Time of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

R-46. Form of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

R-47. Scope of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

R-48. Award Upon Settlement—Consent Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

R-49. Delivery of Award to Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

R-50. Modification of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

R-51. Release of Documents for Judicial Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . .29

R-52. Applications to Court and Exclusion of Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

R-53. Administrative Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

R-54. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

R-55. Neutral Arbitrator’s Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

R-56. Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

R-57. Remedies for Nonpayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

R-58. Sanctions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

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Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016. COMMERCIAL RULES 5

Preliminary Hearing Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

P-1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

P-2. Checklist. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Expedited Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

E-1. Limitation on Extensions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

E-2. Changes of Claim or Counterclaim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

E-3. Serving of Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

E-4. Appointment and Qualifications of Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

E-5. Exchange of Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

E-6. Proceedings on Documents and Procedures for the Resolution of Disputes 

Through Document Submission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

E-7. Date, Time, and Place of Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

E-8. The Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

E-9. Time of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

E-10. Arbitrator’s Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Procedures for Large, Complex Commercial Disputes. . . . . . . . . . . . . . . . . . . . . . . . 37

L-1. Administrative Conference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

L-2. Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

L-3. Management of Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Administrative Fee Schedules (Standard and Flexible Fees). . . . . . . . . . . . . . . . . . . 38

Commercial Mediation Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

M-1. Agreement of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

M-2. Initiation of Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

M-3. Representation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

M-4. Appointment of the Mediator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

M-5. Mediator’s Impartiality and Duty to Disclose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

M-6. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

M-7. Duties and Responsibilities of the Mediator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

M-8. Responsibilities of the Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

M-9. Privacy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

M-10. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

M-11. No Stenographic Record. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

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6 RULES AND MEDIATION PROCEDURES American Arbitration Association

M-12. Termination of Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43

M-13. Exclusion of Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

M-14. Interpretation and Application of Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

M-15. Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

M-16. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

M-17. Cost of the Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

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Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016. COMMERCIAL RULES 13

(b) A respondent may file a counterclaim at any time after notice of the filing of the 

Demand is sent by the AAA, subject to the limitations set forth in Rule R-6. The 

respondent shall send a copy of the counterclaim to the claimant and all other 

parties to the arbitration. If a counterclaim is asserted, it shall include a statement 

setting forth the nature of the counterclaim including the relief sought and the 

amount involved. The filing fee as specified in the applicable AAA Fee Schedule 

must be paid at the time of the filing of any counterclaim.

(c) If the respondent alleges that a different arbitration provision is controlling, the 

matter will be administered in accordance with the arbitration provision submitted 

by the initiating party subject to a final determination by the arbitrator.

(d) If the counterclaim does not meet the requirements for filing a claim and the 

deficiency is not cured by the date specified by the AAA, it may be returned to the 

filing party.

R-6. Changes of Claim

(a) A party may at any time prior to the close of the hearing or by the date 

established by the arbitrator increase or decrease the amount of its claim or 

counterclaim. Written notice of the change of claim amount must be provided to 

the AAA and all parties. If the change of claim amount results in an increase in 

administrative fee, the balance of the fee is due before the change of claim 

amount may be accepted by the arbitrator.

(b) Any new or different claim or counterclaim, as opposed to an increase or decrease 

in the amount of a pending claim or counterclaim, shall be made in writing and 

filed with the AAA, and a copy shall be provided to the other party, who shall have 

a period of 14 calendar days from the date of such transmittal within which to file 

an answer to the proposed change of claim or counterclaim with the AAA. After 

the arbitrator is appointed, however, no new or different claim may be submitted 

except with the arbitrator’s consent.

R-7. Jurisdiction

(a) The arbitrator shall have the power to rule on his or her own jurisdiction, including 

any objections with respect to the existence, scope, or validity of the arbitration 

agreement or to the arbitrability of any claim or counterclaim.

(b) The arbitrator shall have the power to determine the existence or validity of a 

contract of which an arbitration clause forms a part. Such an arbitration clause 

shall be treated as an agreement independent of the other terms of the contract. 

A decision by the arbitrator that the contract is null and void shall not for that 

reason alone render invalid the arbitration clause.

(c) A party must object to the jurisdiction of the arbitrator or to the arbitrability of a 

claim or counterclaim no later than the filing of the answering statement to the 

claim or counterclaim that gives rise to the objection. The arbitrator may rule on 

such objections as a preliminary matter or as part of the final award.

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EXHIBIT 3

Case: 1:20-cv-02561 Document #: 28-4 Filed: 06/16/20 Page 113 of 127 PageID #:515
Dispute Resolution Service

RULES OF PROCEDURE FOR

COMMERCIAL

ARBITRATION

These rules apply to 

claims received on or 

after March 11, 2019

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© 2019

 American Health Lawyers Association. 

1620 Eye Street, NW, 6th Floor, Washington DC 20006-4010. 

All rights reserved.

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TOC

Introduction....................................................................................................................................... 1

Section 1: Policies............................................................................................................................ 2

1.1 Applicable Version of Rules........................................................................................... 2

1.2 Electronic Case Management System ........................................................................ 2

 A. APPLICABILITY.............................................................................................................. 2

 B. NOTICE ............................................................................................................................. 2

 C. FILING ............................................................................................................................... 2

 D. SERVICE ............................................................................................................................ 2

 E. OPTING OUT................................................................................................................... 2 

1.3 Representation.................................................................................................................... 2

1.4 Counting of Days............................................................................................................... 3

1.5 Disclaimer............................................................................................................................. 3

1.6 Administrator...................................................................................................................... 3

Section 2: Filing a Claim ............................................................................................................. 4

2.1 Requirements...................................................................................................................... 4

2.2 Service .......................................................................................................................4

 A. CASE MANAGEMENT SYSTEM.................................................................................. 4

 B. ALTERNATIVE MEANS ................................................................................................. 4

Section 3: Appointment of an Arbitrator........................................................................... 5

3.1 Criteria................................................................................................................................... 5

3.2 Appointment Process.......................................................................................................5

 A. NUMBER OF CANDIDATES ........................................................................................ 5

 B. RANKING SHEET ........................................................................................................... 5

 C. CANDIDATE PROFILES................................................................................................ 5

 D. REVIEW OF CANDIDATES.......................................................................................... 5

 E. INELIGIBLE CANDIDATES.......................................................................................... 6

 F. RANKING CANDIDATES ............................................................................................. 6

 G. SELECTION PROCESS................................................................................................... 6

3.3 Acceptance of Appointment.......................................................................................... 6

3.4 Appointment Date............................................................................................................. 6

3.5 Arbitration Panels............................................................................................................. 7

 A. DEFAULT PROCESS........................................................................................................ 7

 B. PRESUMPTION OF NEUTRALITY ............................................................................ 7

 C. PANEL CHAIR.................................................................................................................. 7

3.6 Alternative Selection Processes.................................................................................... 7

Table of Contents

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Section 4: Arbitrators.................................................................................................................... 8

4.1 Conduct................................................................................................................................. 8

 A. POWERS AND DUTIES ................................................................................................. 8

 B. ETHICS .............................................................................................................................. 8

 C. SETTLEMENT AND MEDIATION.............................................................................. 8

4.2 Ex Parte Communication............................................................................................... 8

 A. GENERAL RULE.............................................................................................................. 8

 B. NON-NEUTRAL ARBITRATORS................................................................................ 8

 C. FAILURE TO PARTICIPATE ......................................................................................... 8

4.3 Case Management.............................................................................................................. 9

 A. DEFAULT TIMEFRAME ................................................................................................ 9

 B. EXPEDITED REVIEW.................................................................................................... 9

 C. EXCEPTIONAL CASES .................................................................................................. 9

 D. TIMEFRAMES.................................................................................................................. 9

4.4 Review Board....................................................................................................................... 9

 A. PURPOSE........................................................................................................................... 9

 B. APPOINTMENT.............................................................................................................. 9 

 C. QUALIFICATIONS.......................................................................................................... 9 

 D. REVIEW PANELS ..........................................................................................................10

 E. COMPENSATION .........................................................................................................10 

 F. ETHICS ............................................................................................................................10

 4.5 Removing an Arbitrator................................................................................................10

 A. UNANIMOUS CONSENT ...........................................................................................10

 B. WITHDRAWAL..............................................................................................................10

 C. REMOVAL.......................................................................................................................10

 4.6 Exigent Circumstances..................................................................................................11

 4.7 Replacing an Arbitrator ................................................................................................11

Section 5: Pre-Hearing Process..............................................................................................12

5.1 Objections, Answers, and Counterclaims..............................................................12

5.2 Preliminary Awards........................................................................................................12

 A. ARBITRABILITY ...........................................................................................................12

 B. INTERIM RELIEF .........................................................................................................12

5.3 Deposits...............................................................................................................................12

 A. REQUESTS.......................................................................................................................12

 B. DELAYED PAYMENT...................................................................................................12

 C. NON-PAYMENT............................................................................................................12

5.4 Status Conference ............................................................................................................13

5.5 Discovery.............................................................................................................................13

5.6 Motions................................................................................................................................13

 A. IN GENERAL..................................................................................................................13

 B. CONSOLIDATION........................................................................................................13

5.7 Date, Time, and Location of the Hearing...............................................................13

TOC 

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5.8 Subpoenas...........................................................................................................................14

 A. ISSUANCE .......................................................................................................................14

 B. OBJECTIONS..................................................................................................................14

5.9 Inspection or Investigation..........................................................................................14

Section 6: Hearings.......................................................................................................................15

6.1 Exchange of Information..............................................................................................15

6.2 Transcript............................................................................................................................15

6.3 Attendance..........................................................................................................................15

6.4 Oaths.....................................................................................................................................15

6.5 Conduct of Hearings......................................................................................................16

6.6 Evidence...............................................................................................................................16

6.7 Failure to Appear .............................................................................................................16

6.8 Close of Hearing...............................................................................................................16

 A. GENERAL RULE............................................................................................................16

 B. POST-HEARING BRIEFS.............................................................................................16

Section 7: Final Awards..............................................................................................................17

7.1 Deadline ..............................................................................................................................17

7.2 Basis......................................................................................................................................17

7.3 Consent Award .................................................................................................................17

7.4 Failure to Prosecute ........................................................................................................17

7.5 Scope of Relief...................................................................................................................17

7.6 Fees and Expenses ...........................................................................................................17

 A. BY AGREEMENT...........................................................................................................17

 B. STANDARD ALLOCATION........................................................................................17

 C. MISBEHAVIOR..............................................................................................................18

7.7 Form......................................................................................................................................18

7.8 Reasoning............................................................................................................................18

7.9 Corrections.........................................................................................................................18

7.10 Effect and Use ....................................................................................................................18

Section 8: Post-Award Proceedings.....................................................................................19

8.1 Final Accounting..............................................................................................................19

8.2 Release of Documents....................................................................................................19

8.3 Judicial Proceedings.......................................................................................................19

TOC 

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Section 9: Emergencies...............................................................................................................20

9.1 Request for Emergency Relief.....................................................................................20

9.2 Emergency Appointment..............................................................................................20

9.3 Standard of Review .........................................................................................................20

9.4 Deposit.................................................................................................................................20

9.5 Relief ....................................................................................................................................20

9.6 Extension of Appointment...........................................................................................20

Section 10: Class Arbitrations................................................................................................21

Exhibit 1: Arbitrator Selection Process.............................................................................22

Exhibit 2: Guidelines for Med-Arb and Arb-Med.......................................................27

Exhibit 3: Fee Schedule...............................................................................................................28

TOC 

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Rules of Procedure for Commercial Arbitration 1

Introduction

Arbitration is a centuries-old way for industries to promote commerce through selfregulation. It is particularly well suited for disputes involving health care because of 

the complex nature of the health care marketplace and its highly regulated nature. 

Disputes are best resolved by arbitrators who understand the laws and regulations 

governing the delivery of health goods and services and the context in which they are 

provided. 

Disputes impede the close cooperation needed to deliver quality health care. By 

resolving claims quickly, arbitration helps the health care system maintain its focus on 

promoting wellness and treating patients. 

For further information about these rules or our dispute resolution program, please 

contact: 

Administrator

American Health Lawyers Association

Dispute Resolution Service

1620 Eye Street, N.W., 6th Floor

Washington, D.C. 20006-4010

drs@healthlawyers.org

Phone: 202-833-0762

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Rules of Procedure for Commercial Arbitration 5

Section 3: 

Appointment of an Arbitrator

3.1 Criteria

If the filing party (Claimant) produces a document that arguably requires arbitration 

of the claim under the Rules, the Administrator will appoint an arbitrator pursuant to 

the process described in this Section. After receiving appropriate evidence and argument, the arbitrator, once appointed, shall have the power to determine his or her 

jurisdiction and any issues of arbitrability. 

3.2 Appointment Process*

The appointment process begins after the requirements in Section 2 have been met. 

Unless the parties agree otherwise in writing, the Administrator will appoint a single, 

neutral arbitrator through the process set forth in the Rules.

(a) NUMBER OF CANDIDATES. In its Demand for Arbitration, the filing party 

may request and pay for:

5 candidates with each party having the right to strike 1 candidate;

10 candidates with each party having the right to strike up to 2 candidates;

12 candidates with each party having the right to strike up to 3 candidates; or

15 candidates with each party having the right to strike up to 5 candidates.

If the filing party initially requests fewer than 15 candidates, then prior to the due 

date for rankings (see subsection (f) below), any party may expand the number 

of candidates by paying the difference between the filing fee applicable to the 

number of candidates it is requesting and the fee already paid by the filing party. 

(b) CANDIDATE LIST. The Administrator will provide a list of candidates based on 

information provided by the Claimant in the Demand for Arbitration and any additional information a responding party may choose to provide. 

(c) CANDIDATE PROFILES. The Administrator will provide the parties with the 

profiles and resumes of all candidates. Profiles and resumes are completed by 

candidates. AHLA does not verify the information in profiles and resumes and 

does not warrant that they are accurate, current, or complete.

(d) REVIEW OF CANDIDATES. In ranking candidates, parties should carefully assess the candidates’ qualifications and experience. Parties may contact candidates 

directly to inquire about their suitability and their availability for appointment. 

Such contacts must be in writing, and a copy of any such communication must 

be provided to the other party(ies). When corresponding with candidates, parties 

may disclose the general nature of the question in dispute in the case, but may 

not discuss its merits.

*Amended on September 15, 2019 to increase the options for lists of candidates. The Fee Schedule was 

amended accordingly. 

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EXHIBIT 4

Case: 1:20-cv-02561 Document #: 28-4 Filed: 06/16/20 Page 122 of 127 PageID #:524
In the Matter of the Arbitration Between: 

MERIDIAN HEALTH PLAN OF ILLINOIS, 

INC., 

Claimant, 

and 

SAINT ANTHONY HOSPITAL. 

Respondent. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

American Arbitration Association 

Commercial Arbitration Rules 

ARBITRATION DEMAND 

Via Certified U.S. Mail to: 

Saint Anthony Hospital 

Attn. Randy Stein 

2975 W 19th Street 

Chicago, IL 60623 

PLEASE TAKE NOTICE that claimant Meridian Health Plan of Illinois Inc., 

%lBS`WRWO\m&' Pg Wba Obb]`\Sga' A]QYS A]`R AAE' VS`SPg RS[O\Ra O`PWb`ObW]\ ]T O\g O\R OZZ RWa^cbSa

bVOb VOdS O`WaS\ PSbeSS\ BS`WRWO\ O\R GOW\b 7\bV]\g =]a^WbOZ %lGOW\b 7\bV]\gm& W\ Q]\\SQbW]\

with the Illinois Hospital Agreement dated October 1, 2014 (the l=]a^WbOZ 7U`SS[S\bm&' eVWQV Wa

attached as Exhibit A. In support of its arbitration demand, Meridian states the following: 

BACKGROUND 

1. BS`WRWO\ Wa O [O\OUSR QO`S ]`UO\WhObW]\ %lB9Dm& bVOb SfQZcaWdSZg ^`]dWRSa

government-sponsored healthcare plans to low-income individuals, families and children, 

^`SU\O\b e][S\' bVS SZRS`Zg O\R W\RWdWRcOZa eWbV RWaOPWZWbWSa bV`]cUV BS`WRWO\na BSRWQOWR O\R

Medicare contracts with state and federal agencies. (See, e.g., https://corp.mhplan.com/en/.) 

Case: 1:20-cv-02561 Document #: 28-4 Filed: 06/16/20 Page 123 of 127 PageID #:525
2 

2. Meridian has no commercial products, and thus receives all of its revenue from 

state or federal governments. Meridian is highly regulated and therefore has a stringent burden to 

ensure the proprietary of any payments it makes to healthcare providers like Saint Anthony. 

3. In 2017, the State selected Meridian as one of seven MCOs authorized to administer 

managed care services to Medicaid beneficiaries through a contract with the Department of 

Healthcare and <O[WZg GS`dWQSa %l=<Gm& T]` bVS GbObS ]T >ZZW\]Wa %bVS lGbObSm&)1 Under this 

contract, Meridian administers benefits on behalf of Medicaid members who reside in the State 

O\R S\`]ZZ W\ BS`WRWO\na VSOZbV ^ZO\) HVS GbObS ^Oga BS`WRWO\ O QO^WbObSR `ObS ]\ O ^S` [S[PS`'

per month basis. Meridian is then responsible for contracting with providers (like Saint Anthony) 

and paying for Medicaid-SZWUWPZS VSOZbVQO`S Q]aba W\Qc``SR Pg BS`WRWO\na [S[PS`a' ^c`acO\b b]

the terms agreed to by Meridian and those providers. See, e.g., Midwest Emergency Assocs.-Elgin 

Ltd. v. Harmony Health Plan of Ill., Inc., 888 N.E.2d 694, 696 (Ill. App. Ct. 2008) (generally 

discussing Medicaid managed care arrangements). 

The Hospital Agreement.

4. BS`WRWO\ S\bS`SR W\b] bVS =]a^WbOZ 7U`SS[S\b eWbV GOW\b 7\bV]\gna STTSQbWdS

October 1, 2014 and continuing through the present. (Ex. A.) Among other things, the Hospital 

Agreement requires Saint Anthony to provide certain authorized, covered medical services to 

BS`WRWO\na [S[PS`a) GOW\b 7\bV]\g [cab bVS\ acP[Wb bW[SZg QZOW[a T]` ^Og[S\b b] BS`WRWO\ W\

a prescribed manner. (Id. at §§ 2, 4.) Meridian then processes, adjusts, pays, or denies the claims 

in compliance with the time frames and other requirements specified by the parties. (Id. at § 4.) 

1

 Although HFS originally chose seven MCOs, there are currently only six MCOs 

contracted with HFS. 

Case: 1:20-cv-02561 Document #: 28-4 Filed: 06/16/20 Page 124 of 127 PageID #:526
3 

5. HVS ^O`bWSa [cab l[OYS O U]]R TOWbV STT]`b b] \SU]bWObS O\R resolve all billing 

RWa^cbSa)m %Id. at § 4.9.) In the event they are unable to do so, the Hospital Agreement requires 

l8W\RW\U 7`PWb`ObW]\)m (Id. at §§ 6.1, 6.2.)2 I\RS` bVWa =]a^WbOZ 7U`SS[S\b' lSWbVS` ^O`bg [Og

seek binding arbitration either under the Rules for Arbitration of the Alternative Dispute 

Resolution Service of the American Health Lawyers Association or the American Arbitration 

7aa]QWObW]\)m %Id) Ob i 1)-)-)& l8]bV M^NO`bWSa OU`SSMRN b] PW\RW\U O`PWb`ObW]\m O\R bVOb acQV

O`PWb`ObW]\ leWZZ bOYS ^ZOQS W\ O [cbcOZZg OU`SSR c^]\ Z]QObW]\)m %Id.) 

6. Because the parties agreed to arbitrate under the American Arbitration Association 

%l777m& FcZSa' bVS ^O`bWSa VOdS OcbV]`WhSR bVS 777 b] OR[W\WabS` bVS 7`PWb`ObW]\) See AAA 

Commercial Arbitration Rule R-2. 

@KH =DRTLHSX 2LSQUTHS%

7. In Summer 2019, certain disputes arose between the parties. These disputes 

W\QZcRSR GOW\b 7\bV]\gna RS[O\R bVOb BS`WRWO\ ^Og QS`bOW\ QZOW[a acP[WbbSR ^c`acO\b b] bVS

Hospital Agreement. In an effort to resolve those disputes, the parties exchanged information and 

held meetings. 

8. On August 1, 2019, Meridian and Saint Anthony both confirmed in writing their 

commitment to work together to resolve all outstanding disputes. To that end, throughout the 

remainder of 2019 and in 2020, the parties continued to communicate in writing and orally 

regarding the disputes. I\T]`bc\ObSZg' V]eSdS`' bVS ^O`bWSan STT]`ba eS`S c\acQQSaaTcZ)3

2

 Meridian and Saint Anthony entered into related practitioner agreements also effective 

October 1, 2014. To the extent applicable, those agreements also control billing and payment 

disputes and include an arbitration provision. (See Ex. B and C.) 

3

 Section 6.2.1 of the Hospital Agreement provides that when negotiations fail, the parties 

l[Og `S_cSabm [SRWObW]\' Pcb ]\Zg WT P]bV ^O`bWSa OU`SS) BS`WRian has chosen not to pursue 

mediation of the ^O`bWSan RWa^cbSa)

Case: 1:20-cv-02561 Document #: 28-4 Filed: 06/16/20 Page 125 of 127 PageID #:527
4 

The Federal Court Complaint. 

9. While tVS =]a^WbOZ 7U`SS[S\b `S_cW`Sa bVS ^O`bWSan RWa^cbSa b] PS `Ssolved through 

binding arbitration, Saint Anthony has instead sought to resolve the disputes in court. Specifically, 

on April 27, 2020, Saint Anthony filed a lawsuit in the United States District Court for the Northern 

District of Illinois, Case No. 20 CV -01, %bVS lAOeacWbm&) HVS 9][^ZOW\b Wa ObbOQVSR Oa ;fVWPWb

D. 

10. Although Saint Anthony filed the Lawsuit against Theresa Eagleson, in her official 

capacity as Director of HFS, the Complaint raises numerous disputes against Meridiankall of 

which arise under the Hospital Agreement. The disputes set forth in the Complaint include, for 

example: 

 Claim Denials. GOW\b 7\bV]\g OZZSUSa bVOb Wba QZOW[a lVOdS PSS\ RS\WSR Pg bVS

MCOs [including Meridian] at rates that are multiples of those Saint Anthony 

Sf^S`WS\QSR W\ bVS ^Oab'm O\R bVOb lM]NTbS\ QZOW[a O`S RS\WSR PSQOcaS ]T

ad[W\Wab`ObWdS ^O^S`e]`Y RSZOga Pg bVS B9Da)m %;f) : Ob j //' /2)& 7a O\

SfO[^ZS lBS`WRWO\*=O`[]\g B9D `SQS\bZg RS\WSR O ^SRWOb`WQ QVO`US T`][ GOW\b

Anthony because the claim did not include the birth weight, which was irrelevant 

b] bVS aS`dWQS ^`]dWRSR)m (Id. at ¶ 47.) Sections 4.4 and 4.5 of the Hospital 

Agreement govern such claim denials, rejections, and adjustments. (See Ex. A.)

 Delays in Payment. GOW\b 7\bV]\g OZZSUSa bVOb lMbNVS B9Da MW\QZcRW\U BS`WRWO\N

regularly delay making payments for claims even after the MCO determines that 

bVS QZOW[ Wa dOZWR O\R ]eSR'm O\R GOW\b 7\bV]\g lVOa b] eOWb O\geVS`S T`][ 4+

ROga b] - gSO`a b] PS ^OWR Pg B9Da)m %;f) : Ob j 0,)& GOW\b 7\bV]\g OZa] OZZSUSa

bVOb lBS`WRWO\ VOR O\ OdS`OUS []\bVZg `ObS ]T ]\Zg .4)4$ ]T claims paid within 30 

days, with some months with no claims that were submitted by Saint Anthony paid 

eWbVW\ .+ ROga)m (Id. at ¶ 72.) Sections 4.3, 4.4, and 4.5 of the Hospital Agreement 

establish and govern such timing requirements for Meridian to process and pay 

GOW\b 7\bV]\gna QZOW[a) %See Ex. A.)

 Administrative Burden. Saint Anthony alleges that lMSNOQV B9D W\ bVS GbObSna

managed care system has had different policies and procedures, creating a labyrinth 

for the hospitals to navigate to attempt to get paid for the services they have 

^`]dWRSR)m %;f) : Ob j 0-)& GOW\b 7\bV]\gna Tc`bVS` OZZSUSa bVOb lbVS GbObSna

managed care system [including Meridian] has imposed significant administrative 

Pc`RS\a ]\ GOW\b 7\bV]\g)m %Id.) Sections 1.3 and 4.2.1 of the Hospital Agreement 

establish the administrative requirements for Saint Anthony to submit claims to 

Meridian. (See Ex. A.)

Case: 1:20-cv-02561 Document #: 28-4 Filed: 06/16/20 Page 126 of 127 PageID #:528
5 

 Lack of transparency. GOW\b 7\bV]\g OZZSUSa bVOb lbVS B9Da MW\QZcRW\U BS`WRWO\N

do not provide itemized claims data showing a breakdown of how it calculated the 

total amount of payment for a claim, leaving Saint Anthony to guess at whether it 

VOa `SQSWdSR bVS TcZZ O[]c\b RcS b] Wb)m %See Ex. D at ¶ 57.) Section 4.5 of the 

Hospital Agreement governs requirements for Meridian to adjust payments on a 

submitted claim. (See Ex. A.) 

11. In addition, in the Complaint, Saint Anthony asks the Court to enter an injunction 

`S_cW`W\U bVS GbObS b] lcaS OZZ OdOWZOPZS [SO\am b] QOcaS BS`WRWO\ b] [OYS QS`bOW\ QZOW[ ^Og[S\ba

to Saint Anthony, and for Meridian to use a particular format when issuing claim payment 

remittances. (Ex. D at ¶¶ 87, 96.) 

12. Pursuant to Section 6.2.2, Meridian hereby demands arbitration of all disputes 

arising out of the Hospital Agreement, including but not limited to those set forth above. 

CONCLUSION 

WHEREFORE, Meridian demands arbitration of all disputes arising under the Hospital 

Agreement. At the final hearing, Meridian will request that the Panel make determinations 

regarding all such disputes, including but not limited to those disputes set forth above. 

Dated: June 16, 2020 Meridian Health Plan of Illinois, Inc. 

 By: s/ Ashlee M. Knuckey 

 One of its Attorneys 

Ashlee M. Knuckey 

aknuckey@lockelord.com 

Steven T. Whitmer 

swhitmer@lockelord.com 

LOCKE LORD LLP 

111 South Wacker Drive 

Chicago, Illinois 60606 

Phone: 312.443.0700 

Fax: 312.443.0336 

Case: 1:20-cv-02561 Document #: 28-4 Filed: 06/16/20 Page 127 of 127 PageID #:529