EXHIBIT 10.9
BEHAVIORAL HEALTH SERVICES CONTRACT
This Agreement is made and entered into, effective as of March 29, 2002,
by and between _________________, a corporation organized and existing under the
laws of the State of __________ having its principal office at ________________,
hereinafter referred to as ("Contractor") and Innovative Resource Group(SM),
LLC, a company organized and existing under the laws of the State of Wisconsin
having its principal office at 00000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxxxx, hereinafter referred to as ("IRG").
WITNESSETH:
WHEREAS, IRG is in the business of providing behavioral health care
services to employers, insurance carriers and other third party-payers which
provide benefits for health care services; and
WHEREAS, Contractor desires to obtain behavioral health care services
consisting of managing and arranging for the provision of medical treatment for
mental health and substance abuse conditions covered by the health benefit
programs provided by Contractor.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, it is understood and agreed by and between the parties as
follows:
1. DEFINITIONS
1.1 "Agreement" means this Behavioral Health Services Contract and
Exhibit A through Exhibit K attached hereto and incorporated by
reference.
1.2 "Benefit Plan" means any plan of benefits that includes mental
health and substance abuse coverage which is issued by Contractor on
an insured or self-insured basis, and contains the terms and
conditions of a Covered Person's coverage.
1.3 "Capitation Payment" means an amount equal to the single Capitated
Rate multiplied by the number of Covered Persons who are enrolled in
Benefit Plans to which the Capitated Rate applies.
1.4 "Capitated Rate" means the amount to be paid to IRG for each Covered
Person per month that is specified in the Contract Fees set forth in
0. Exhibit F
1.5 "Change of Control" means, with respect to Contractor or Cobalt
Corporation ("Cobalt"), any mIRGer of either Contractor or Cobalt
(other than with each other or with any of their affiliates), or any
sale of more than 50% of the common stock, or of substantially all
of the assets, of Contractor or Cobalt (other than to each other or
any of their affiliates), including, without limitation, any sale in
which any person or group (within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Act"), (other
than any person or group that beneficially owns, directly or
indirectly, in the aggregate more than 50% of
the common stock of Contractor or Cobalt) shall have acquired,
directly or indirectly, (i) beneficial ownership (within the meaning
of Rule 13-d-3 promulgated by the Securities and Exchange Commission
under the Act) of more than 50% of the outstanding shares of capital
stock of Contractor or Cobalt that are entitled to vote on the
election of directors of Contractor or Cobalt; or (ii) the power, by
contract or otherwise, to elect a majority of the board of directors
of Contractor or Cobalt or to direct the business operations of
Contractor or Cobalt.
"Change of Control" means, with respect to IRG or APS Healthcare
Bethesda, Inc. ("APS"), any mIRGer of either IRG, APS or any direct
or indirect parent corporation (or other company) of IRG or APS
(IRG, APS and any direct or indirect parent corporation (or other
company) of IRG or APS referred to collectively herein as the
"Targets") (other than with each other or with any of their
affiliates), or any sale of more than 50% of the common stock, or of
substantially all of the assets, of any of the Targets (other than
to each other or any of their affiliates), including, without
limitation, any sale in which any person or group (within the
meaning of Section 13(d) of the Act, other than any person or group
that beneficially owns, directly or indirectly, in the aggregate
more than 50% of the common stock of any of the Targets) shall have
acquired, directly or indirectly, (i) beneficial ownership within
the meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under the Act) of more than 50% of the outstanding shares
of capital stock of any of the Targets that are entitled to vote on
the election of directors of any of the Targets, or (ii) the power
by contract or otherwise, to elect a majority of the board of
directors of any of the Targets or to direct the business operations
of any of the Targets; provided, however that a Change of Control,
with respect to any of the Targets shall not include a closing of an
underwritten public offering, pursuant to the effective registration
statement under the Securities Act of 1933, as amended, or under
other applicable securities laws and regulations covering the offer
and sale of capital stock, by APS, or by any direct or indirect
parent or subsidiary corporation of APS.
1.6 "Clinical Peer" means a physician or other health professional that
holds an unrestricted license and is in the same or similar
specialty as typically manages the medical condition, procedures, or
treatment under review. Generally, as a peer in a similar specialty,
the individual must be in the same profession, i.e., the same
licensure category as the Treating Provider.
1.7 "Clinical Reviewer" means an appropriately licensed or certified
healthcare professional who has (1) undIRGone formal training in a
health care field; (2) holds an associate or higher degree in a
health care field, or holds a state license or state certificate in
a health care field; and (3) has professional experience in
providing direct patient care.
1.8 "Covered Persons" means any person/member eligible to receive
Covered Services under any Benefit Plan, except for those classes or
groups of persons that
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Contractor and IRG have specifically agreed will not be covered by
this Agreement.
1.9 "Covered Services" means those behavioral health care services
subject to Exhibit A provided to a Covered Person that are covered
under the applicable Benefit Plan.
1.10 "EmIRGency Services" means a medical condition that manifests itself
by acute symptoms of sufficient severity, including pain, to lead a
prudent layperson who possesses an average knowledge of health and
medicine to reasonably conclude that lack of immediate medical
attention will likely result in serious jeopardy to the person's
health.
1.11 "Expedited Appeal" means the appeal performed when a Clinical Peer
believes that a Covered Person is subject to severe pain that cannot
be adequately managed without the requested service or determines
that a the Standard Appeal is not appropriate or the Treating
Provider determines that the duration of the Standard Appeal will
risk serious jeopardy to the Covered Person's life, health or
ability to regain maximum function.
1.12 "Experimental/Investigational" means the criteria set forth in the
applicable Benefit Plan to determine whether the services, items or
supplies are Covered Services.
1.13 "Medical Necessity" or "Medically Necessary" means the criteria set
forth in the applicable Benefit Plan to determine whether that the
services, items or supplies are Covered Services.
1.14 "Network Provider" means a hospital, provider or other health care
provider who entered into a contract with IRG to provide mental
health and substance abuse services.
1.15 "Service Area" means the State of Wisconsin.
1.16 "Standard Appeal" is the appeal available after services have been
rendered or where the Treating Provider does not believe that an
immediate review is warranted. The Standard Appeal will be conducted
by Contractor.
1.17 "Treating Provider" means the physician or licensed clinician who is
providing the direct care to the Covered Person.
1.18 "Utilization Management Services or UM Services" means a system of
reviewing a Covered Person's mental health and substance abuse
services to facilitate the continuity, cost effectiveness and
appropriateness of care; including but not limited to clinical
triage, referral management, prior authorization, concurrent review
and discharge planning.
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1.19 "Working Day" means Monday through Friday from 8:00 a.m. to 5:00
p.m. Central Time, excluding legal holidays.
2. IRG'S RESPONSIBILITIES
2.1 IRG agrees to arrange for the provision of behavioral health care
services set forth in Exhibit A for Covered Persons and to provide
UM Services, case management, and claims processing services in
accordance with IRG's current policies and procedures, which
policies and procedures, and any modifications thereof, are subject
to review and written approval by the Contractor.
2.2 IRG and Contractor have agreed to the delegation of behavioral
health utilization management services and credentialing. IRG agrees
to perform these services in accordance with the delegation terms as
set forth in Exhibit B and Exhibit C, respectively.
2.3 The services required of IRG by this Agreement shall be performed by
any Network Provider. IRG warrants and represents that it has the
express authority to contractually bind Network Providers to the
terms and conditions expressed herein. Additionally, each of IRG's
contracts with a Network Provider shall contain the following
requirements:
2.3.1 The Network Provider shall meet IRG's credentialing standards
in compliance with Exhibit C;
2.3.2 The Network Provider shall be prohibited from billing or
collecting payment from Covered Persons for Covered Services
except applicable copayments, coinsurance or deductibles;
2.3.3 The Network Provider shall maintain medical malpractice
insurance as required by the laws of the State of Wisconsin,
or any other applicable state(s) laws, which insurance shall
provide coverage for providers and provider's staff, agents
and employees, as appropriate, and evidence of which shall be
provided to IRG upon request; and
2.3.4 The Network Provider shall notify IRG of any restriction,
change cancellation or termination of any of the required
insurance.
2.4 IRG certifies that each Network Providers holds all licenses and/or
certifications issued by the State of Wisconsin, or any other
state(s) law(s), as necessary to perform the services to be provided
Covered Persons. IRG agrees that should a Network Provider lose its
license, IRG shall immediately terminate the network status of said
provider and provide Contractor with notice of said termination
within ten (10) business days of such Network Provider's loss of
license. IRG guarantees the performance of its duties hereunder in
the event that any or all of its Network Providers should terminate
their affiliation with IRG during the term of this Agreement.
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2.5 Subject to the terms of this Agreement, IRG agrees to provide the
services required by this Agreement for Covered Persons in the same
manner and in accordance with the same professional standards that
such services are provided by IRG for other third party payers.
2.6 In the event this Agreement is terminated, IRG shall remain
financially responsible for Covered Services for Covered Persons
being treated at an inpatient level of care on the effective
termination date of this Agreement, until such Covered Persons are
discharged from the inpatient level of care.
2.7 IRG agrees to notify Contractor of the physicians and professionals
who are members of IRG's contracted network, and to provide monthly
notice of any additions or deletions to such network.
2.8 IRG specifically acknowledges that providers are solely responsible
for all clinical decisions regarding admission, treatment, and/or
discharge of Covered Persons under providers' care, notwithstanding
receipt from IRG of any denial, authorization, or recommendation
issued pursuant to utilization management and quality improvement
programs.
2.9 IRG will assist Covered Persons in locating mental health and
substance abuse providers in non-network areas, but will not
credential, assess, qualify or otherwise investigate the credentials
of such providers.
2.10 IRG shall, in accordance with Wis. Admin. Code ss. 18.03(2)(c) and
any other applicable statutory or regulatory requirement relating to
this Agreement, provide Contractor with copies of records and
respond to specific questions for review of quality issues and/or
Covered Person grievances within thirty (30) days of receiving any
such question or record request.
2.11 IRG will not be obligated to credential, assess, qualify or
otherwise investigate the credentials of non-IRG contracted
providers who are utilized on a self-referral basis.
2.12 IRG shall designate one or more persons to serve as liaison with
Contractor for the implementation and maintenance of the Agreement.
2.13 IRG shall provide Contractor with reports as described in Exhibit D
in accordance with the time frames set forth in Exhibit D.
2.14 During the term of this Agreement and thereafter, IRG shall not,
without Contractor's written consent, use Contractor's name in any
oral or written advertising, marketing or solicitations unless such
advertising or marketing materials are limited to the Contractor's
name, address, and telephone number only.
2.15 IRG will review mental health and substance abuse care in accordance
with the applicable Benefit Plan. IRG will have no discretionary
authority to interpret any
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Benefit Plan. In making any determination regarding whether a mental
health or substance abuse service is Medically Necessary or
Experimental/Investigational, IRG shall review the applicable
Benefit Plan's Medically Necessary or Experimental/Investigational
definition and consider all available relevant information and shall
document its actions and the rationale for its determinations. IRG
shall only recommend a denial of a medical service, supply or item
after a review by a Clinical Peer of information abstracted from the
Covered Person's medical record or if required by NCQA guidelines,
the actual medical records and an attempt to consult with the
Treating Provider. If the Treating Provider is unavailable for
consultation with the Clinical Peer and the available information is
insufficient for recommendation of the proposed mental health or
substance abuse service, the Clinical Peer may recommend a denial of
said services subject to an appeal to Contractor. In the event of a
request for appeal, IRG shall determine whether the appeal is an
Expedited Appeal or a Standard Appeal and shall cooperate and
participate in the appeal process.
2.16 IRG and Network Providers shall perform all services required by
this Agreement in substantial compliance with the applicable
standards of the National Committee for Quality Assurance ("NCQA").
To the extent that new standards are imposed on Contractor by NCQA,
which require modifications to IRG's obligations, the parties agree
to cooperate to assist Contractor in meeting such obligations. To
the extent that new standards are adopted directly relating to the
services of IRG, IRG will use commercially reasonable efforts to
comply with such new standards within a reasonable period of time.
2.17 IRG shall maintain URAC accreditation in case management and
Utilization Management Services and participate in quality
improvement programs wherein cases for each Clinical Reviewer will
be reviewed monthly to identify areas of retraining, to develop and
implement a performance improvement plan based on the quality
improvement review results and to review productivity monthly to
determine if resources are being used efficiently.
2.18 IRG agrees that the performance guarantees outlined in Exhibit E to
this Agreement will apply to the services IRG provides under this
Agreement. IRG shall pay Contractor the penalty amount set forth in
Exhibit E for each failure by IRG to meet the performance guarantees
set forth therein. For the performance guarantees that relate to any
equipment or information systems inherited by APS from Cobalt on the
effective date of this Agreement, IRG shall not be required to meet
the performance guarantees until April 1, 2003. For all other
performance guarantees measured on a monthly and/or quarterly basis,
Contractor will initially measure compliance with these performance
guarantees on September 30, 2002, thereafter IRG's compliance with
these performance guarantees will be measured quarterly. For
performance guarantee measured annually, Contractor will initially
measure compliance on December 31, 2002, thereafter IRG's compliance
with these performance guarantees will be measured annually.
Contractor shall provide IRG with written notice of IRG's failure to
meet the performance guarantees and the applicable penalty amount.
IRG shall pay the penalty amount to Contractor
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within sixty (60) days after measurement is completed. Contractor
may offset any penalty amount against (i) any amounts owed by
Contractor to IRG hereunder, including, without limitation, any fees
for services provided hereunder, and (ii) any amounts owed by
Contractor to IRG under any other agreement.
2.19 IRG shall be the exclusive provider for the services set forth in
this Agreement for all of Contractor's Benefit Plan membership as of
the Effective Date of this Agreement. Membership gained through
sales of existing products is subject to the exclusivity provision.
New products that have benefits for services provided under this
Agreement are also subject to the exclusivity provision. However,
new products that do not have benefits for services provided under
this Agreement are not subject to this exclusivity provision.
Likewise, membership gained through acquisitions or mIRGers is not
subject to the exclusivity provision, unless the membership gained
through an acquisition or mIRGer later elects a Benefit Plan subject
to this Agreement. IRG agrees to provide the services required by
this Agreement to all increases in membership that are a result of
sales of existing products and new products with benefits for
services provided under this Agreement.
2.20 IRG, if considered an individual practice association ("IPA") under
Wisconsin law, shall submit to the Office of the Commissioner of
Insurance, Bureau of Financial Examinations, X.X. Xxx 0000, Xxxxxxx,
XX 00000-0000, an annual audited financial report within one-hundred
eighty (180) days after the end of the IRG's fiscal year. Such
financial report shall be prepared on an accrual basis in accordance
with generally accepted accounting practices. The financial report
shall include: a report of an independent certified public
accountant; balance sheet; statement of gain or loss from
operations; statement of changes in financial position; statement of
changes in net worth; notes needed for fair presentation and
disclosure; and supplemental data and information which the
commissioner may from time to time require. In the event IRG fails
to comply with this provision, IRG agrees to indemnify Contractor
for any loss, forfeiture, or sanction instituted by the Office of
the Commissioner of Insurance.
2.21 IRG shall be solely responsible for paying claims of providers who
render Covered Services to Covered Persons, such claims shall be
processed in accordance with all applicable laws and regulations. In
the event IRG becomes insolvent or suffers from financial
difficulties that hamper its ability to meet its financial
obligations in a timely manner, the claims of medical professionals
shall have priority over other claims against IRG.
3. CONTRACTOR'S OBLIGATIONS
3.1 Contractor shall designate one or more persons to serve as liaison
with IRG for the implementation and maintenance of the Agreement.
3.2 Contractor's requests for information shall be in compliance with
all applicable state and federal laws.
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3.3 Within thirty (30) days of the Effective Date of this Agreement,
Contractor shall provide IRG with a copy of all Benefit Plan
documents, utilization management guidelines, health care services
and management practices and procedures guidelines relevant to IRG's
provision of services under this Agreement.
3.4 Contractor shall inform IRG at least sixty (60) days in advance of
any changes to any Benefit Plan, including, but not limited to, the
amount and/or type of benefits offered under a Benefit Plan.
Contractor shall furnish the applicable summary Benefit Plan
description (and any updates thereto) and any summaries or material
modifications to IRG as soon as they are available. Material
modifications to Benefit Plans are subject to the requirements of
Article 4.6.
3.5 Contractor shall prepare and print, at its own expense, membership
materials, including enrollee identification cards, summary Benefit
Plan descriptions, and enrollment forms. Membership materials shall
include a notice containing the following information: the names and
addresses of Contractor and IRG, an explanation of the respective
rights and responsibilities of Contractor, IRG, and Covered Persons.
Additionally, Contractor shall develop materials regarding the
services provided by IRG under this Agreement for periodic
distribution to Contractor's contracted medical network. Prior to
distribution, Contractor shall provide IRG with the opportunity to
review and comment on these materials.
3.5 Contractor shall resolve all Benefit Plan ambiguities, conflicts,
and disputes relating to the Benefit Plan eligibility of a Covered
Person, Benefit Plan coverage, denial of claims or decisions
regarding appeal or denial of claims or any other Benefit Plan
interpretation questions. Contractor's decision as to any claim
shall be final and binding.
3.7 Contractor shall provide COBRA notice to Covered Persons upon
initial eligibility to participate in a Benefit Plan, maintain COBRA
eligibility records, and submit this information in a timely manner
to the party providing administration of the COBRA continuation
option.
3.8 Contractor shall provide and timely distribute all notices and
information required to be given to Covered Persons, (including
certificates of creditable coverage required by HIPAA), maintain and
operate each Benefit Plan in accordance with applicable law,
maintain all record keeping, and file all forms relative thereto
pursuant to any federal, state, or local law, unless this Agreement
specifically assigns such duties to IRG.
3.9 Contractor shall pay any and all taxes, licenses, and fees levied,
if any, by any local, state, or federal authority in connection with
any Benefit Plan.
3.10 Contractor shall engage in its best efforts not to process claims
payable by IRG, but it is agreed that Contractor shall be entitled
to reimbursement from IRG for the amount IRG would have been
contractually obligated to pay in the event Contractor inadvertently
processes and pays a claim for Covered Services. Such
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reimbursement may be taken in the form of an offset against future
payment, provided that adequate claims and billing information are
first supplied by Contractor to IRG. Notwithstanding the foregoing,
Contractor shall under no circumstances be entitled to any such
reimbursement or offset if more than one (1) calendar year has
elapsed from the date of service of the claim. IRG shall be solely
responsible for paying claims of providers who render Covered
Services to Covered Persons, such claims to be processed in
accordance with all applicable insurance laws and regulations.
3.11 Contractor shall continue to provide IRG with direct computer
linkage to eligibility information regarding Covered Persons until
the end of year 2002. Thereafter, Contractor shall provide IRG with
such information via an encrypted file uploaded or transferred to
IRG's file transfer protocol server, or via encrypted email, no
later than the tenth (10th) day of each month.
4. FEES
4.1 In consideration of IRG's provision and/or arrangement for the
provision of Covered Services, Contractor shall pay IRG the
Capitated Rate for each Covered Person enrolled in a Benefit Plan.
Capitation Payments shall be made by Contractor on or before the
15th day of each month. The total of such Capitation Payments shall
constitute the "Capitation Fund". The Capitated Rates are set forth
in Exhibit F, which is attached hereto and made a part of this
Agreement. Should Contractor fail to make any payment required by
Exhibit F within the required time frame, then IRG reserves the
right to cease all claims processing activity until such time as the
required payment is made.
4.2 With the exception of any copayments, deductibles, or charges for
non-covered services, IRG agrees that fees will not be collected
from or charged to Covered Persons for Covered Services. IRG
understands that the Capitation Payments it receives from Contractor
pursuant to this Article constitute payment in full for Covered
Services, even in the event that such payments prove insufficient to
cover all the IRG's costs and fees for arranging for the provision
of such services. IRG shall not elect to be exempt from any state
laws restricting recovery of charges for Covered Services from
Covered Persons. Any and all surplus experienced by the Capitation
Fund shall inure to the benefit of the IRG; any and all deficits
experienced by the Capitation Fund shall be the liability of the
IRG.
4.3 IRG shall be financially responsible under the Capitation Fund only
for Covered Services rendered by a behavioral health provider or
facility in connection with a mental health and/or substance abuse
diagnosis that is amenable to treatment. The mental health and
substance abuse diagnosis codes that are considered to be amenable
to treatment for the purpose of this Agreement are listed in Exhibit
A. The Covered Services for which IRG is financially responsible are
as follows:
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4.3.1 All IRG authorized professional medical services, whether
provided by Network Providers or IRG staff, or by medical
professionals to whom Covered Persons have been referred by
IRG;
4.3.2 EmIRGency Services whether or not authorized and rendered in
the Service Area. Should Contractor or its designee be
notified of an inpatient admission, then Contractor shall
notify IRG of such admission within 24 hours of such
notification;
4.3.3 IRG authorized inpatient and outpatient services;
4.3.4 Services that are not authorized by IRG but are determined to
be payable by Contractor through the grievance/appeal process.
4.3.5 Covered Services rendered by Network Providers or non-Network
Providers, with or without a referral or authorization, to
Covered Persons enrolled in Contractor's point of service
plans;
4.3.6 All lab and x-ray services rendered in connection with a
behavioral health diagnosis;
4.3.7 Psychiatric consult while inpatient in a medical bed or on a
medical floor.
4.4 Services for which IRG shall not be financially responsible under
the Capitation Fund are the following:
4.4.1 Out-of-area students within the state of Wisconsin. Consistent
with state law, Contractor is responsible for an initial
assessment plus five (5) outpatient sessions per benefit year
for a student enrolled in a school in Wisconsin that is
outside of a thirty (30) mile radius from the student's
primary care physician. After the five sessions, Contractor
will transition the patient to IRG's network and IRG shall
assume responsibility for the member;
4.4.2 Emergency Services rendered outside the Service Area;
4.4.3 Ambulance Services;
4.4.4 Durable Medical Equipment;
4.4.5 Chiropractic Services;
4.4.6 Home Care Services;
4.4.7 Prescription Drugs;
4.4.8 Blood Products;
4.4.9 Renal Dialysis rendered in the home;
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4.4.10 Hearing Aids;
4.4.11 Infusion therapy rendered in the home (other than infusion
pumps);
4.4.12 Vision Hardware, other than initial contact lenses implanted
during cataract surgery, or contact lenses used for
therapeutic treatment of eye injuries or diseases.
4.4.13 Laboratory tests conducted to rule out medical conditions
when the diagnosis listed is a medical diagnosis;
4.4.14 Primary care provider charges, with the exception of
medication management services rendered by Duluth Clinic
Primary Care Providers. IRG shall pay for the medication
management services rendered by Duluth Clinic Primary Care
Providers.
4.4.15 Medical consult while inpatient in a psychiatric bed or on a
psychiatric floor.
Determinations as to whether a service constitutes a Covered Service
reimbursable from the Capitation Fund shall be made by Contractor.
Contractor agrees to notify IRG in advance of all grievances
relating to IRG managed Covered Persons that will be reviewed by a
grievance/appeal committee. IRG shall be permitted to attend and
present information at the grievance/appeal committee meeting. In
the event this committee decides that a non-covered service should
be paid on an exception basis, Contractor shall be financially
responsible for that service.
4.5 IRG shall provide all new services developed by IRG ("New Services")
to Contractor at IRG's most favorable rate provided to any other
client or customer located in Wisconsin, Illinois, Iowa, Indiana,
Ohio and Minnesota unless IRG demonstrates that an adjustment should
be made for demographic or geographic differences. Contractor
reserves the right to decline the purchase of New Services. All
services currently provided under this Agreement shall continue to
be provided at the most favorable rate provided to any other client
or customer located in Wisconsin, Illinois, Iowa, Indiana, Ohio and
Minnesota or adjusted to reflect the most favorable rate. Contractor
reserves the right to annually audit IRG's compliance with this
provision by utilizing a third-party actuary. Both parties shall
share equally in the cost of any audit.
4.6 Contractor reserves the right to modify or substitute the level of
services provided under this Agreement. In the event Contractor
requests material modifications to the services provided under this
Agreement, then IRG and Contractor shall negotiate in good faith any
change in reimbursement pursuant pursuant to these material
modifications. In the event Contractor makes material changes to the
adjucation, administration or interpretation of its Benefit Plans
(whether or not such change is required by the enactment of any law
or promulgation of any rule or interpretation thereof or a mandate
of any accrediting body) and this material
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change results in an increase in the cost to IRG to perform the
services required by this Agreement, then the parties shall
negotiate in good faith any change in reimbursement pursuant to
these material changes. In the event the parties fail to mutually
agree then the parties agree to participate in the dispute
resolution procedures set forth in Article 7.3.
4.7 The parties agree that the Capitation Payments are not intended to
represent an incentive based on a reduction of services or the
charges thereof, reduction of length of stay, or utilization of
alternative treatment settings to reduce amounts of necessary or
appropriate medical care.
4.8 Contractor agrees to pay retroactive capitation fees for Covered
Person(s) whose eligibility for Covered Services is not reported in
the month in which the Covered Person(s) become(s) eligible for
coverage. IRG acknowledges that there will be retroactive
adjustments to the eligibility of individuals as Covered Persons and
that Contractor is not able to control such adjustments.
Notwithstanding the foregoing, the parties agree that IRG shall not
be financially liable for any claims for Covered Services related to
such retroactive adjustments of greater than ninety (90) days.
4.9 Contractor shall not seek coordination of benefits or subrogation
for Covered Services. All amounts recovered by IRG for Covered
Services through the coordination of benefits or subrogation shall
be retained by IRG. To the extent necessary, Contractor shall assist
IRG in collecting any coordination of benefit amounts or subrogation
amounts, where the Benefit Plan applicable to the Covered Person for
whom coordination of benefits or subrogation is applicable does not
provide IRG with the direct right to collect such amounts. However,
this Article 4.9 does not apply if the applicable Benefit Plan for
the Covered Person is issued by Contractor on a self-insured basis
or where IRG is performing administrative services only and has no
financial liability for payment of mental health or substance abuse
claims.
4.10 Contractor shall receive credit for the Capitated Rate paid for
Covered Person(s) incorrectly reported as eligible. However, no such
credit shall be due if a claim for credit on the Capitated Rate is
made after the expiration of 24 months after the Contractor
determines that an error in reporting eligibility was made.
4.11 Any payments due under this Agreement shall, if not paid when due
and after notice by IRG of non-payment, accrue interest on the
unpaid principal amount at the rate which is three and one-half
percent (3.5%) per annum above the per annum rate of interest
announced from time to time by Bank of America, N.A. or its
successor as its "prime" rate. Such rate of interest shall be
calculated on the basis of a three hundred sixty-five (365) day year
and the number of days elapsed in any period.
4.12 Contractor shall pay IRG Liquidated Damages as set forth in Exhibit
G, should the following occur:
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4.12.1 IRG experiences a reduction of 10% or more in revenues under
this Agreement for any of one of the services provided; and
4.12.2 The membership or revenue for that service is moved to a
subsidiary or affiliate of Contractor, or any of their
successor entities; and
4.12.3 The service is not subject to a service contract with IRG.
5. TERM AND TERMINATION
5.1 This Agreement shall commence on the Effective Date and shall remain
in force for a period of seven (7) years, ("Initial Term") unless
terminated prior thereto. After the Initial Term, this Agreement
will automatically renew for successive one (1) year terms.
5.2 This Agreement may be terminated for cause prior to the expiration
of the Initial Term as follows:
5.2.1 By Contractor, upon a Change of Control of Cobalt Corporation
or Contractor, Contractor must exercise this right within
thirty (30) days of the Change of Control. Failure to timely
exercise this right will be deemed a waiver of Contractor's
right to terminate this Agreement;
5.2.2 By Contractor, upon an assignment of this Agreement, or any
portion thereof, by IRG in violation of Article 12.4;
5.2.3 By Contractor, upon a Change of Control of IRG or APS Health
Care Bethesda, Inc., an Iowa corporation to the following:
Aetna Inc., Humana, Inc, UnitedHealth Group, Magellan Health
Services Inc, any other company who offers for sale health
plan services as a significant competitor of Cobalt in the
State of Wisconsin, or a disreputable company. Within thirty
(30) days of IRG providing Contractor with notice of any
Change of Control, Contractor shall provide notice of
termination, if applicable, failure to timely exercise this
right shall be deemed a waiver of the right to terminate;
5.2.4 Subject to Article 2.18, by Contractor, in the event that IRG
has (1) violated an aggregate of three (3) of the performance
guarantees set forth in Exhibit E attached hereto within a 12
month period and (2) failed to cure two of the performance
guarantees set forth in Exhibit E, as provided in Article 5.4;
5.2.5 By Contractor, upon the suspension or revocation of
Contractor's certificate of authority. In the event the
suspension or revocation of Contractor's certificate of
authority is not due to IRG's failure to perform, then
Contractor shall reimburse APS in accordance with Exhibit I;
13
5.2.6 By Contractor, upon the loss of 10,000 members measured in a
twelve (12) month period, provided that IRG's performance
under this Agreement, excluding a group's disagreement
relating to the determination of Covered Services, is cited in
writing by a purchaser of services from Contractor as the
primary reason for such purchaser's termination of
Contractor's services;
5.2.7 By Contractor, if any regulatory authority imposes a
restriction on Contractor's ability to enroll new members, or
brings a sanction(s) against Contractor on an individual basis
or an aggregate basis measured over a twelve (12) month
period, that exceeds $50,000, due to IRG's performance under
this Agreement;
5.2.8 Subject to Article 5.4, by Contractor, upon any material
breach of this Agreement by IRG, other than those set forth in
Article 5.2.10, including, without limitation, repeated
material violations of the terms and conditions set forth in
Exhibit H. If IRG disputes whether a material breach has
occurred, then the parties agree to the following:
5.2.8.1 To submit the dispute to arbitration with the
American Health Lawyers Association Alternative Dispute
Resolution Program ("AHLA ADR") in a jurisdiction other
than Wisconsin or Maryland;
5.2.8.2 The parties shall mutually select an arbitrator
who shall be a retired judge;
5.2.8.3 Contractor may immediately terminate this
Agreement without penalty upon the AHLA ADR determining
by clear and convincing evidence that IRG has materially
breached this Agreement;
5.2.8.4 Failure to convince the AHLA ADR by clear and
convincing evidence that IRG materially breached this
Agreement will result in Contractor paying one of the
applicable penalties set forth below:
(a) Contractor shall pay IRG's attorney fees and a
penalty of $50,000; or
(b) If any subsidiary of Cobalt that has executed
a Service Agreement with IRG, a list of which is
set forth on Exhibit J, or a successor company
thereto, previously declared a material breach of
the applicable agreement and the AHLA ADR found
that that contractor did not prove by clear and
convincing evidence that IRG materially breached
the applicable agreement, then Contractor shall
pay IRG's attorney fees and a penalty of $500,000;
or
14
(c) If Cobalt has undIRGone a Change of Control
and Contractor is the first of any Cobalt
subsidiary set forth in Exhibit _J_ to fail to
prove by clear and convincing evidence that IRG
materially breached this Agreement then Contractor
shall pay IRG's attorney fees and a penalty of
$150,000; or
(d) If Cobalt has undIRGone a Change of Control
and (i) a subsidiary of Cobalt set forth on
Exhibit J, or a successor company thereto,
previously declared a material breach of the
applicable agreement and (ii) the AHLA ADR found
that that contractor did not prove by clear and
convincing evidence that IRG materially breached
the applicable agreement, then Contractor shall
pay IRG's attorney fees and a penalty of $750,000.
This Agreement shall remain in full force and effect while the
procedures outlined above are completed; or
5.2.9 By IRG, for Contractor's failure to make any payments due IRG
under this Agreement, if such failure continues for a period
of sixty (60) days following notice thereof by IRG.
5.2.10 By Contractor immediately upon the occurrence of one of the
following:
5.2.10.1 IRG's repeated failure to terminate Network
Providers for which IRG has notice, either
actual or constructive, who have placed the
life, safety or welfare of a person in
jeopardy. However, IRG shall not be required
to terminate any Network Provider without
first independently confirming that the
Network Provider placed the life, safety or
welfare of a person in jeopardy and
affording the Network Provider his/her due
process rights, if applicable:
5.2.10.2 Failure by IRG to terminate a Network
Provider for which written notice has been
provided to IRG and to APS's President or
Chief Legal Officer by Contractor that such
Network Provider has placed the life, safety
or welfare of a person in jeopardy. However,
IRG shall not be required to terminate any
Network Provider without independently
confirming that the Network Provider has
placed the life, safety or welfare of a
person in jeopardy and affording the Network
Provider his/her due process rights, if
applicable;
15
5.2.10.3 IRG fails to make payments to 50% or more of
the providers for 60 days;
5.2.10.4 Contractor loses NCQA accreditation or fails
to become NCQA accredited, which ever is
applicable, and a primary factor of which is
that the Utilization Management and/or
Credentialing services required by this
Agreement receive a Major Deficiency finding
by NCQA. Should the foregoing occur within
two (2) years from the effective date of
this Agreement, then Contractor must prove
that IRG would have received a passing score
for these services in March of 2002 before
Contractor may terminate this agreement
without penalty;
5.2.10.5 Felony conviction of IRG or APS;
5.2.10.6 IRG fails to maintain commercial general and
professional liability insurance, fails to
cure in 30 days and fails to provide tail
coverage or any other similar coverage for
the cure period if applicable;
5.2.10.7 IRG experiences a reduction of Network
Providers of at least 25% in any calendar
year which if not cured within 90 days
results in a material number of Covered
Persons not having reasonable access to a
provider or a violation of the access
standards under Wis. Stat. 609.22, whichever
is less.
5.3 In the event that Contractor terminates this Agreement pursuant to
Article 5.2.1 of this Agreement, or IRG terminates this Agreement
pursuant to Article 5.2.9 of this Agreement, then Contractor shall
pay IRG liquidated damages as set forth in Exhibit G attached
hereto. Except as required by Article 5.2.5, if Contractor or IRG
terminates this Agreement pursuant to any provision other than
Articles 5.2.1, 5.5 and 5.2.9 of this Agreement, Contractor shall
not be obligated to pay IRG any liquidated damages or other penalty.
5.4 Except as otherwise stated, upon a breach by IRG of any provision of
this Agreement, Contractor shall give IRG notice of such breach, and
IRG shall be allowed thirty (30) days to cure such breach after the
date of such notice.
5.5 Upon any material breach by Contractor of any provision of this
Agreement, including a breach that permits IRG to terminate this
Agreement under Article 5.2.9 , IRG may terminate this Agreement for
cause; provided, however, that in the event of any such breach, IRG
shall give Contractor notice of such breach, and Contractor shall be
allowed sixty (60) days to cure such breach after the date of such
notice. If the material breach is not cured and IRG terminates this
16
Agreement under this Article 5.5, Contractor shall pay the
liquidated damages as set forth in Exhibit G within thirty (30) days
following the end of the cure period.
5.6 After the expiration of the Initial Term, this Agreement may be
terminated by either party with or without cause, by giving the
other party one hundred twenty (120) days written notice. The
termination will be effective as of the end of the one hundred
twenty (120) day notice period.
5.7 During the notification of termination period, IRG shall continue to
provide the services required by this Agreement at Contractor's
request and Contractor shall pay the contract fees as set forth in
Exhibit F. Upon termination of this Agreement, should there be any
open cases that require additional work, upon Contractor's specific
authorization, IRG will continue to render services and will xxxx
for such remaining services at IRG's then current hourly rate for
the services provided.
6. INDEMNIFICATION AND INSURANCE
6.1 IRG agrees to indemnify, defend and hold Contractor harmless against
any and all claims, actions, litigation, costs, damages or expenses,
including reasonable attorney fees, arising from the negligent acts
or omissions of IRG or its employees.
6.2 Contractor agrees to indemnify, defend and hold IRG harmless against
any and all claims, actions, litigation, costs, damages or expenses,
including reasonable attorney fees, arising from the negligent acts
or omissions of Contractor or its employees.
6.3 IRG agrees to maintain commercial general and professional liability
insurance of not less than one million dollars ($1,000,000) per
claim and three million dollars ($3,000,000) in the aggregate. Such
insurance shall insure IRG and its employees against any liability,
including liability for bodily injury, which may arise from
performance of services under this Agreement. IRG agrees to provide
satisfactory evidence of such insurance upon request. IRG shall
provide Contractor prompt written notice of any reduction or
cancellation in any of its liability coverage.
6.4 IRG warrants that all Network Providers carry medical malpractice
insurance as required by the laws of the State of Wisconsin, or any
other state(s) law(s) as necessary to fulfill the responsibilities
under this Agreement. Insurance described in this Article must
provide coverage to providers, and provider's staff, agents and
employees, as appropriate. Evidence of all such insurance shall be
provided to Contractor upon request. IRG warrants that Network
Providers shall in writing and within ten (10) business days, notify
IRG of any restrictions, changes, cancellations or terminations of
any of the insurance described in this Article. IRG shall
immediately forward said notice to Contractor.
17
7. GOOD FAITH COOPERATION AND DISPUTE RESOLUTION
7.1 IRG and Contractor agree to meet and confer in good faith on all
matters of common interest that materially affect this Agreement,
including but not limited to, any amendments to this Agreement. Both
parties agree to confer on such matters of common interest in order
to reach accommodation prior to final action or decision.
7.2 Each party hereto agrees to notify the other at the time a lawsuit
is initiated concerning any dispute with any third person or entity
that is relevant to any rights, obligations or other
responsibilities or duties provided for under this Agreement.
7.3 In the event IRG and Contractor are unable to mutually agree
regarding an issue arising from Article 4.6 , IRG and Contractor
shall meet and negotiate in good faith to attempt to resolve the
dispute. In the event the dispute is not resolved within thirty (30)
days of the initial meeting, then the parties shall submit the
dispute to binding arbitration with AHLA ADR.
8. PROPRIETARY RIGHTS
8.1 Both parties reserve the right to control the use of any of their
symbols, trademarks, computer programs and service marks presently
existing or hereafter established. Both parties agree they will not
use such computer programs, work, symbols, trademarks, service
marks, or other devices of the other in advertising, promotional
materials or otherwise and will not advertise or display such
devices without the prior written consent of the other party. In
addition, both parties further agree that any such signs, displays,
literature, computer programs or material furnished to the other
shall remain the property of the other party and shall be returned
upon demand or the termination of the Agreement.
8.2 Both parties acknowledge that, by virtue of their performance of
their obligations hereunder, they may have access to proprietary or
confidential information of the other party. Both parties agree to
maintain in confidence and not disclose to any person or entity any
information regarding the other party which could reasonably be
considered proprietary or confidential by the disclosing party. Both
parties acknowledge that the disclosing party shall at all times
remain the owner of all proprietary or confidential information
disclosed to the other party.
8.3 Should either party exercise its right to terminate this Agreement,
each party shall, within thirty (30) days of the effective date of
the termination of the Agreement, return to the other party all
proprietary and/or confidential information in its possession and
the possession of the party's employees or agents.
9. RECORDS
9.1 IRG shall compile and keep records related to services provided
under this Agreement. These records belong to IRG and are
confidential. Such records will
18
be maintained for a period of seven (7) years after the close of
each case. Upon Contractor's request, IRG shall provide such records
to Contractor upon reasonable notice. This provision shall survive
the termination of this Agreement.
9.2 IRG agrees to permit Contractor reasonable access to its premises,
records and management personnel for periodic inspection and/or
audit during normal business hours upon ten (10) days notice by
Contractor and at Contractor's expense, while the Agreement is in
effect and for six (6) months after its termination. Such access
shall include the sending of copies of requested records to
Contractor at Contractor's expense. Such inspection and/or audit may
include any and all aspects of this Agreement relevant to
Contractor, including relevant billing information.
9.3 Contractor agrees to allow IRG reasonable access to its premises,
records and management personnel for the purpose of auditing and/or
verifying the accuracy of Contractor's reported enrollment. Such
access shall occur during normal business hours upon ten (10) days'
notice by IRG and at IRG's expense, while the Agreement is in effect
and for six (6) months after its termination. Access shall include
the sending of copies of requested records to IRG at its own
expense.
9.4 IRG shall comply with the terms and conditions set forth in Exhibit
H regarding Protected Health Information as required by "Standards
for Privacy of Individually Identifiable Health Information" 45
C.F.R. Parts 160 and 164 promulgated by the U.S. Department of
Health and Human Services.
10. RELATIONSHIP OF PARTIES
10.1 IRG and Contractor are independent legal entities. Nothing in this
Agreement shall be construed or be deemed to create a relationship
of joint venturers or of employer and employee. Furthermore, this
Agreement is not intended, nor shall it be construed, to affect any
provider-patient relationship. Contractor acknowledges that IRG does
not practice medicine or any other profession, or control the
provision of Covered Services to Covered Persons. Both Contractor
and IRG acknowledge that it is the attending health care provider
who is responsible for the care and treatment of the Covered Persons
under such provider's care. This Agreement creates no rights or
obligations between Contractor or IRG and the Covered Persons. It is
understood and agreed that Covered Persons are not, and shall in no
event be construed as, third party beneficiaries of this Agreement
and that no privity of contract shall exist between Covered Persons
and Contractor or IRG.
11. COMPLIANCE WITH LAWS
11.1 IRG represents and warrants that it is, and will remain throughout
the term of this Agreement, in material compliance with all laws,
rules and regulations that are now or hereafter promulgated by any
governmental authority or agency that
19
govern or apply to the operation and/or use of the care management
services described herein or otherwise govern or apply to IRG.
11.2 In the event any Benefit Plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA), IRG shall not be identified as
the "Plan Administrator" or a "Named Fiduciary" of the plan, as
those terms are defined by ERISA. IRG has no responsibility for the
preparation or distribution of the "Plan Document" or "Summary Plan
Description" as those terms are defined by ERISA, or for the
provision of any notices or for the filing of any reports or
information required to be filed in regard to any Benefit Plan.
12. MISCELLANEOUS PROVISIONS
12.1 Amendments. All amendments and modifications to this Agreement shall
be in writing and shall be duly executed by the parties hereto
unless otherwise indicated.
12.2 Entire Agreement. This Agreement, including the exhibits hereto,
supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the subject matter hereof
and contains all of the covenants and agreements between the parties
with respect to the said matters. Any inducements, promises or
agreements, oral or otherwise, which have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein,
and no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding, excepting a subsequent
modification in writing signed by the parties to the Agreement.
12.3 Applicable Law. This Agreement shall be governed by and construed in
accordance with the Federal law, and to the extent not pre-empted,
by the laws of the State of Wisconsin.
12.4 Assignment. IRG may not assign this Agreement to the following
companies without the prior written consent of Contractor: Aetna
Inc., Humana Inc., UnitedHealth Group, Magellan Health Services
Inc., any other company who offers for sale health plan services as
a significant competitor of Cobalt in the State of Wisconsin, or a
disreputable company. Contractor, with the exception of an
assignment to an affiliate or subsidiary, shall not assign its
rights, duties, or obligations under this Agreement without the
prior written approval of IRG; Neither party shall unreasonably
withhold prior written approval. If a party does not respond to a
request for consent to a proposed assignment within thirty (30) days
following the date of notice of such proposed assignment, such
proposed assignment shall be deemed to have been consented to by the
non-responding party. In the event of an assignment, all of the
terms, conditions and other provisions of this Agreement shall be
binding upon, and shall inure to the benefit of, all successors and
assigns.
20
12.5 IRG agrees that if Contractor is required to pay a penalty to IRG as
set forth in Exhibit G or I under this Agreement that this shall be
the exclusive remedy available to IRG or APS.
12.6 Waiver of Breach. Waiver of breach of any provision of this
Agreement shall not be deemed a waiver of any other breach of the
same or different provision.
12.7 Warranty of Authority. Each party executing this Agreement warrants
and represents that it has full power and authority to enter into
this Agreement and to bind itself to performance hereunder. Each
party further warrants and represents that the individual signing
this Agreement is an officer (if a corporate party) or a principal
of the party for which he signs, or has been granted or delegated
all requisite power and authority to bind the party for which he
signs.
12.8 Notices. Any notices required to be given pursuant to the terms and
provisions of this Agreement shall be in writing, postage prepaid,
and shall be sent by certified mail, return receipt requested, to
the parties at the addresses below. The notice shall be effective on
the date indicated on the return receipt.
To IRG:
President of APS Healthcare
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Or any subsequently provided address.
To Contractor:
12.9 Severability. In the event one or more provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the remaining
provisions shall be unimpaired. The invalid, illegal or
unenforceable provisions may be replaced by a mutually acceptable
provision that comes closest to the original intention of the
parties. Such modification may not create a substantial departure
from the original contract of the parties or change the essential
purpose of their bargain.
12.10 Headings. The headings of articles and sections contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
12.11 Association Not A Party. IRG hereby expressly acknowledges its
understanding that this Agreement constitutes a contract between IRG
and Contractor, that Contractor is an independent corporation
operating under a license with the Blue
21
Cross and Blue Shield Association, an association of independent
Blue Cross and Blue Shield Plans, ("the Association") permitting
Contractor to use the Blue Cross and/or Blue Shield Service Marks in
the State of Wisconsin, and that Contractor is not contracting as
the agent of the Association. IRG further acknowledges and agrees
that it has not entered into this Agreement based upon
representations by any person other than Contractor and that no
person, entity, or organization other than Contractor shall be held
accountable or liable to IRG for any of Contractor's obligations to
IRG under this Agreement. This Article 12.11 shall not create any
additional obligations whatsoever on the part of Contractor other
than those obligations created under other provisions of this
Agreement.
12.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
12.13 Third Party Beneficiary. APS Healthcare and Cobalt Corporation are
intended third party beneficiaries to this Agreement. Except as
otherwise provided, there are no other intended third party
beneficiaries to this Agreement.
22
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their authorized representatives as of
the date written below.
Innovative Resource Group(SM), LLC.
By: By:
----------------------------- -----------------------------
Title: Title:
-------------------------- --------------------------
Date: Date:
-------------------------- --------------------------
23
INDEX OF EXHIBITS
Exhibit A Diagnosis Codes Subject to Capitation Fund
Exhibit B Utilization Management Delegation
Services
Exhibit C Credentialing Delegation Services
Exhibit D Reports
Exhibit E Performance Guarantees
Exhibit F Contract Fees
Exhibit G Liquidated Damages
Exhibit H Use and Disclosure of Protected Health
Information
Exhibit I Pro Rata Purchase Price Damages
Exhibit J Cobalt and Affiliates Contracted with IRG
Exhibit K Sample Promissory Note
EXHIBIT A
DIAGNOSIS CODES SUBJECT TO THE CAPITATION FUND
1. The mental health and substance abuse diagnosis codes that are amenable to
treatment and that are subject to the Capitation Fund are followed by an
"X" in the BH column set forth below.
2. The diagnosis codes that are followed by an "X" in the Med column are
considered medical costs are not subject to the Capitation Fund.
3. The diagnosis codes that are followed by an "X" in the NC column are
non-covered services (Note this is for the Compcare agreement only; this
may not apply for Blue Cross and Unity).
4. A diagnosis code that is followed by an "X" in the Clinical Review/Clin
Rev. column shall be handled as follows:
a. IRG's Medical Director will review the clinical circumstances
regarding the service or claim. If IRG's Medical Director determines
that the service or claim is mental health or substance abuse
services then the claim or services are subject to the Capitation
Fund; or
b. If IRG's Medical Director determines that the claim or service is
medical then the information will be sent to the Contractor's
Medical Director for review.
i. If Contractor's Medical Director determines that the claim or
service is medical then the claim or service is not subject to
the Capitation Fund; or
ii. If Contractor's Medical Director determines that the claim or
service is mental health or substance abuse services, then the
two medical directors will meet to negotiate a determination.
However, if the medical directors are unable to agree,
Contractor's Medical Director's determination shall be
binding.
c. The general guidelines applicable to the determination of whether a
diagnosis code is subject to the Capitation Fund are the following:
i. The charges for the particular diagnosis code are submitted by
a facility licensed or primarily intended to deliver
behavioral health services; or
ii. The charges for the particular diagnosis code are for services
performed in a psychiatric unit of a medical facility; or
iii. The service for the particular diagnosis code was performed by
a professional licensed as a behavioral health provider.
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
256.23 OVARIAN FAILURE
290 PRIMARY XXXXX DEMENTIA SENILE ONSET-UNCOMPL ALZ DI X
290 DEMENTIA OF THE ALZHEIMERS TYPE WITH LATE ONSET, UNCOMP X
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
290.1 PRESENILE, DEMENTIA X
290.1 PRIMARY XXXXX DEMENTIA-PRESENILE DEMENTIAL NOS X
290.11 DEMENTIA-ALZHEIMERS TYPE, EARLY ONSET,W/ DELIRIUM X
290.12 DEMENTIA-ALZHEIMERS TYPE, EARLY ONSET, W/ DELUSIONS X
290.13 DEMENTIA-ALZHEIMERS TYPE, EARLY ONSET, W/ DEPRESSION X
290.2 SENILE DEMENTIA WITH DELUSIONAL OR DEPRESSIVE FEATURE X
290.2 PRIMARY XXXXX DEMENTIA SENILE ONSET-DELUSIONS X
290.21 PRIMARY XXXXX DEMENTIA SENILE ONSET-DEPRESSION X
290.3 PRIMARY XXXXX DEMENTIA SENILE ONSET-DELIRIUM X
290.3 DEMENTIA OF THE ALZHEIMERS TYPE WITH LATE ONSET, DELIRIUM X
290.4 VASCULAR DEMENTIA, UNCOMPLICATED X
290.4 VASCULAR DEMENTIA, WITH DELIRIUM X
290.41 VASCULAR DEMENTIA, WITH DELIRIUM X
29042 VASCULAR DEMENTIA, WITH DELUSIONS X
29043 VASCULAR DEMENTIA, W/ DEPRESSED MOOD X
291 ALCOHOL PSYCHOSES X
291 ALCOHOL-WIDRAWL DELIRIUM X
291 ALCOHOL INTOXICATION DELIRIUM X
291.1 ALCOHOL-AMNESTIC DISORDER X
291.1 ALCOHOL-INDUCED PERSISTING AMNESTIC DISORDER X
291.2 ALCOHOL-INDUCED PERSISTING DEMENTIA X
291.2 ALCOHOL-INDUCED PERSISTING DEMENTIA X
291.3 ALCOHOL-HALLUCINOSIS X
291.3 ALCOHOL-INDUCED PSYCHOTIC DISORDER WITH X
291.4 ALCOHOL-IDIOSYNCRATIC INTOXICATION X
291.4 ARTERIOSCLEROTIC DEMENTIA, UNCOMPLICATED X
291.5 ALCOHOL-INDUCED PSYCHOTIC DIO, W/ DELUSIONS X
291.8 OTHER SPECIFIED ALCOHOL X
291.8 UNCOMPLICATED ALCOHOL WITHDRAWAL X
291.9 ALCOHOL-RELATED X/X XXX X
000 XXXX XXXXXXXXX X
000 XXXXXXXXXXX-XXXXXXXXX X
292 DRUG WITHDRAWAL SYNDROME X
292.1 PARANOID &/OR HALLUCINATORY STATE INDUCED BY DRUGS X
292.11 CANNABIS-DISORDER X
292.12 SUBSTANCE-INDUCED PSYCHOTIC D/O, WI HALLUCINATIONS X
292.2 PATHOLOGICAL DRUG INTOXICATION X
292.8 OTHER SPECIFIED DRUG-INDUCED MENTAL DISORDERS X
292.81 PCP-DELIRIUM X
292.82 OTHER SUBSTANCE-INDUCED PERSISTING DEMENTIA X
292.83 OTHER SUBSTANCE-INDUCED PERSISTING AMNESETIC D/O X
292.84 OTHER SUBSTANCE-INDUCED MOOD D/0 X
292.89 OTHER SUBSTANCE-INDUCED PSYCHIATRIC D/O X
292.9 DRUG MENTAL DISORDER NOS X
292.9 OTHER OR UNSPEC PSYCHOACTIVE SUBS ORGNC MENTL DISORDR X
293 TRANSIENT ORGANIC PSYCHOTIC CONDITIONS X
293 ORG/MENT.DISORDER ASSOCIAXIC III OR ETIOL.UNK.-DEL X
293 DELIRIUM (ETIOLOGY NOTED ON AXIS III OR IS UNKNOWN) X
293.1 SUBACUTE DELIRIUM X
293.8 OTH TRANSIENT ORG MENTAL DIS X
293.81 ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK-ORG X
293.82 ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK.-ORG X
293.83 ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK.-ORG X
293.89 TRANSIENT ORG MENTAL DIS X
293.9 TRANSIENT ORG MENTAL NOS X
294 OTHER ORGANIC PSYCHOTIC CONDITIONS (CHRONIC) X
294 ORGIMENT.DISORDER ASSOCIAXIC III OR ETIOL.UNK.-AMN X
294 AMNESTIC DISORDER (ETIOL NOTED ON AXIS III OR UNKNOWN)
X
2
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
294.1 ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK.-DEM X
294.1 DEMENTIA (ETIOL NOTED ON AXIS III OR UNKNOWN) X
294.42 INVALID CODE X
294.43 INVALID CODE X
294.44 INVALID CODE X
294.52 INVALID CODE X
294.53 INVALID CODE X
294.54 INVALID CODE X
294.8 ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK.-ORG X
294.8 DEMENTIA NOS X
294.9 UNSPECIFIED ORGANIC BRAIN SYNDROME X
295 SCHIZOPHRENIC DISORDER X
295 SCHIZOPHRENIA - SIMPLE TYPE X
295 SCHIZOPHRENiC DISORDERS, SIMPLE TYPE UNSPECIFIED X
295.01 SCHIZOPHRENIC DISORDERS, SIMPLE TYPE, SUBCHRONIC X
295.02 SCHIZOPHRENIC DISORDERS, SIMPLE TYPE, CHRONIC X
295.03 SCHIZOPHREN DIS, SIMPLE TYPE, SUSCHR WI ACUTE EXACERB X
295.04 SCHIZOPHREN DIS, SIMPLE TYPE, CHR WI ACUTE EXACERB X
295.1 SCHIZOPHRENIA-DISORGANIZED, UNSPECIFIED X
295.11 SCHIZOPHRENIA-DISORGANIZED, SUBCHRONIC X
295.12 SCHIZOPHRENIA-DISORGANIZED, CHRONIC X
295.13 SCHIZOPHRENIA-DISORGANIZED,SUSCHRONIC W/ACUTE EXAC X
295.14 SCHIZOPHRENIA-DISORGANIZED, CHRONIC WIACUTE EXACER X
295.15 SCHIZOPHRENIA-SISORGANIZED, IN REMISSION X
295.2 SCHIZOPHRENIA-CATATONIC, UNSPECIFIED X
295.21 SCHIZOPHRENIA-CATATONIC,SUBCHRONIC X
295.22 SCHIZOPHRENIA-CATATONIC,CHRONIC X
295.23 SCHIZOPHRENIA-CATATONIC,SUBCHRONIC W/ACUTE EXACER X
295.24 SCHIZOPHRENIA-CATATONIC,CHRONIC W/ACUTE EXAGERBAT X
295.25 SCHIZOPHRENIA-CATATONIC, IN REMISSION X
295.3 SCHIZOPHRENIA-PARANOID, UNSPECIFIED X
295.31 SCHIZOPHRENIA-PARANOID, SUBCHRONIC X
295.32 SCHIZOPHRENIA-PARANOID, CHRONIC X
295.33 SCHIZOPHRENIA-PARANOID, SUBCHRONIC W/ACUTE EXAGERB X
295.34 SCHIZOPHRENIA-PARANOID,CHRONIC W/ACUTE EYACERBATI X
295.35 SCHIZOPHRENIA-PARANOID, IN REMISSION X
295.4 PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-SCHIZOPHRE ACUTE X
295.41 SCHIZOPHRENIC EPISODE, SUBCHRONIC X
295.5 UNSPECIFIED LATENT SCHIZOPHRENIA X
295.51 LATENT SCHIZOPHRENIC, SUBCHRONIC X
295.6 SCHIZOPHRENIA-REDIDUAL, UNSPECIFIED X
295.61 SCHIZOPHRENiA-RESIDUAL, SUSCHRONIC X
295.62 SCHIZOPHRENIA-RESIDUAL,CHRONIC X
295.63 SCHIZOPHRENIA-RESIDUAL, SUBCHRONIC W/ACUTE EXACERB X
295.64 SCHIZOPHRENIA-RESIDUAL, CHRONIC W/ACUTE EXACERBATI X
295.65 SCHIZOPHRENIA-RESIDUAL, IN REMISSION X
295.7 SCHIZO-AFFECTIVE TYPE X
295.7 PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-SCHIZOAFFE X
295.71 PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-SCHIZOAFFE X
295.73 SCHIZO-AFFECTIVE TYPE, SUBCHR W/ ACUTE EXACERB X
295.74 SCHIZO-AFFECTIVE TYPE, CHRONIC W/ ACUTE EXACERB X
295.8 OTHER SPECIFIED TYPES OF SCHIZOPHRENIA X
295.8 OTHER SPECIFIED TYPE OF SCHIZOPHRENIA X
295.9 SCHIZOPHRENIA-UNDIFFERENTIATED, UNSPECIFIED X
295.91 SCHIZOPHRENIA-UNDIFFERENTIATED, SUBGHRONIC X
295.92 SCHIZOPHRENIA-UNDIFFERENTIATED, CHRONIC X
295.93 SCHIZOPHRENIA-UNDIFFERENTIATED, SUBCHRONIC W/ACUTE X
295.94 SCHIZOPHRENIA-UNDIFFERENTIATED, CHRONIC W/ACUTE EX X
3
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
295.95 SCHIZOPHRENIA-UNDIFFERENTIATED, IN REMISSION X
296 AFFFECTIVE PSYCHOSES X
296 AFFFECTIVE PSYCHOSES X
296.06 MANIC DIS REMISSION X
296.1 MANIC DISORDER, RECURRENT EPISODE X
296.2 MAJOR DEPRESSION-SINGLE EPISODE X
296.2 MAJOR DEPRESSION-SINGLE EPISODE, UNSPECIFIED X
296.21 MAJOR DEPRESSION-SINGLE EPISODE, MILD X
296.22 MAJOR DEPRESSION-SINGLE EPISODE, MODERATE X
296.23 MAJOR DEPRESSiON-SINGLE EPISODE, SEVERE, W/OUT PSY X
296.24 MAJOR DEPRESSION-SINGLE EPISODE, W/PSYCHOTIC FEATU X
296.25 MAJOR DEPRESSION-SINGLE EPISODE, IN PARTIAL REMISS X
296.26 MAJOR DEPRESSION-SINGLE EPISODE, IN FULL REMISSION X
296.3 MAJOR DEPRESSION-RECURRENT X
296.3 MAJOR DEPRESSION-RECURRENT, UNSPECIFIED X
296.31 MAJOR DEPRESSION, RECURRENT, MILD X
296.32 MAJOR DEPRESSIVE D/0, RECURRENT, MODERATE X
296.33 MAJOR DEPRESSION-RECURRENT, W/OUT PSYCHOTIC FEATUR X
296.34 MAJOR DEPRESSION-RECURRENT, W/PSYCHOTIC FEATURES X
296.35 MAJOR DEPRESSION-RECURRENT, IN PARTIAL REMISSION X
296.36 MAJOR DEPRESSION-RECURRENT, IN FULL REMISSION X
296.4 BIPOLAR DISORDER-MANIC X
296.4 BIPOLAR DISORDER-MANIC, UNSPECIFIED X
296.41 BIPOLAR DISORDER-MANIC, MILD X
296.42 BIPOLAR DISORDER-MANIC, MODERATE X
296.43 BIPOLAR DISORDER-MANIC, SEVERE, W/OUT PSYCHOTIC FE X
296.44 BIPOLAR DISORDER-MANIC, WIPSYCHOTIC FEATURES X
296.45 BIPOLAR DISORDER-MANIC, IN PARTIAL REMISSION X
296.46 BIPOLAR DISORDER-MANIC, IN FULL REMISSION X
296.5 BIPOLAR DISORDER-DEPRESSED, UNSPECIFIED X
296.5 BIPOLAR DISORDER-DEPRESSED, UNSPECIFIED X
296.51 BIPOLAR DISORDER-DEPRESSED, MILD X
296.52 BIPOLAR DISORDER-DEPRESSED, MODERATE X
296.53 BOPOLAR DISORDER-DEPRESSED, SEVERE, W/OUT PSYCHOTI X
296.54 BIPOLAR DISORDER-DEPRESSED, W/PSYCHOTIC FEATURES X
296.55 BIPOLAR DISORDER-DEPRESSED, IN PARTIAL REMISSION X
296.56 BIPOLAR DISORDER-DEPRESSED, IN FULL REMISSION X
296.6 BIPOLAR DISORDER-MIXED X
296.6 BIPOLAR DISORDER-MIXED, UNSPECIFIED X
296.61 BIPOLAR DISORDER-MIXED, MILD X
296.62 BIPOLAR DISORDER-MIXED, MODERATE X
296.63 BIPOLAR DISORDER-MIXED, SEVERE W/OUT PSYCHOTIC FEA X
296.64 BIPOLAR DISORDER-MIXED, W/PSYCHOTIC FEATURES X
296.65 BIPOLAR DISORDED-MIXED, IN PARTIAL REMISSION X
296.66 BIPOLAR DISORDER-MIXED, IN FULL REMISSION X
296.7 BIPOLAR DISORDER NOS X
296.7 BIPOLAR DISORDER NOS, UNSPECIFIED X
296.8 BIPOLAR D/O NOS X
296.8 MANIC-DEPRESSIVE PSYCHOSIS, UNSPECIFIED X
296.81 MANIC-DEPRESSIVE PSYCHOSIS, ATYPICAL MANIC DISORDER X
296.82 ATYPICAL DEPRESSIVE DISORDER X
296.89 BIPOLAR 11 D/O X
296.9 UNSPECIFIED DIAGNOSIS X
296.9 MAJOR AFFECTIVE DISORDER X
296.99 OTHER SPECIFIED AFFECTIVE PSYCHOSIS X
000 XXXXXXXX XXXXXX X
297 PARANOID STATE, SIMPLE X
297.1 DELUSIONAL (PARANOID) DISORDER X
4
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
297.1 DELUSIONAL DISORDER X
297.2 PARAPHRENIA X
297.3 PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-INDUCED PS X
297.3 SHARED PSYCHOTIC DISORDER X
297.8 OTHER SPECIFIED PARANOID STATES X
297.9 PARANOID STATE, UNSPECIFIED X
298 DEPRESSIVE TYPE PSYCHOSIS X
298.1 EXCITATIVE TYPE PSYCHOSIS X
298.2 REACTIVE CONFUSION X
298.3 ACUTE PARANOID REACTION X
298.4 PSYCHOGENIC PARANOID PSYCHOSIS X
298.8 PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-BRIEF REAC X
298.8 BRIEF PSYCHOTIC DISORDER X
298.9 PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-PSYCHOTIC X
298.9 PSYCHOTIC DISORDER X
299 PSYCHOSIS WITH ORIGIN SPECIFIC TO CHILDHOOD X
299 AUTISTIC DISORDER X
299.01 INFANTILE AUTISM, RESIDUAL STATE X
299.1 DISINTEGRATIVE PSYCHOSIS, CURRENT OR ACTIVE STATE X
299.11 DISINTEGRATIVE PSYCHOSIS, RESIDUAL STATE X
299.8 PERVASIVE DEVELOPMENTAL DISORDER NOS X
299.9 UNSPECIFIED PSYCHOSES X
300 PANIC DISORDER-ANXIETY DISORDER NOS X
300 ANXIETY STATE, UNSPECIFIED X
300.01 PANIC DISORDER-W/OUT AGORAPHOBIA X
300.02 PANIC DISORDER-GENERALIZED ANXIETY DISORDER X
300.09 ANXIETY STATE,OTHER X
300.1 HYSTERIA X
300.1 HYSTERIA, UNSPECIFIED X
300.11 SOMATOFORM DISORDERS-CONVER.DIS (OR HYSTERICAL NEU X
300.12 DISSOCIATIVE DISORDERS-PSYCHOGENIC AMNESIA X
300.13 DISSOCIATIVE DISORDERS-PSYCHOGENIC FUGUE X
300.14 DISSOCIATIVE DISORDERS-MULTIPLE PERSONALITY DISORD X
300.15 DISSOCIATIVE DISORDERS-DISSOCIATIVE DISORDER NOS X
300.16 FACTITIOUS DISORDER-W/PSYCHOLOGICAL SYMPTOMS X
300.19 FACTITIOUS DISORDER NOS X
300.2 PHOBIC DISORDERS X
300.2 INVALID CODE X
300.21 PANIC DISORDER-WITH AGORAPHOBIA X
300.22 PANIC DISORDER-AGORAPHOBIA W/OUT HX OF PANIC DISOR X
300.23 PANIC DISORDER-SOCIAL PHOBIA X
300.29 PANIC DISORDER-SIMPLE PHOBIA X
300.3 PANIC DISORDER-OBSESS.COMPULSIVE DIS (OR OBESSIVE X
300.3 OBSESSIVE COMPULSIVE DISORDER X
300.4 NEUROTIC DEPRESSION X
300.4 DYSTHYMIA X
300.5 NEURASTHENIA X
300.6 DISSOCIATIVE DISORDERS-DEPRSNLZATION DIS (OR DEPRS X
300.6 DEPERSONALIZATION DISORDER X
300.7 SOMATOFORM DISORDERS-BODY DYSMORPHIC DISORDER X
300.7 BODY DYSMORPHIC DISORDER X
300.8 OTHER NEUROTIC DISORDER X
300.81 SOMATOFORM DISORDERS-SOMATIZATION DISORDER X
300.89 OTHER X
300.9 UNSPECIFIED NEUROTIC DISORDER X
300.9 UNSPECIFIED MENTAL DISORDER (NONPSYCHOTIC) X
301 PERSONALITY DIS. CLUSTER A-PARANOID X
301 PARANOID PERSONALITY DISORDER X
5
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
301.1 AFFECTIVE PERSONALITY DISORDER X
301.1 AFFECTIVE PERSONALITY DiSORDER, UNSPECIFIED X
301.11 CHRONIC HYPOMANIC PERSONALITY DISORDER X
301.12 CHRONIC DEP PERSONALITY DIS X
301.13 BIPOLAR DISORDER-CYCLOTHYMIA X
301.2 SCHIZOID PERSONALITY DISORDER X
301.2 PERSONALITY DIS. CLUSTER A-SCHIOID X
301.21 INTROVERTED PERSONALITY DISORDER X
301.22 PERSONALITY DIS. CLUSTER A-SCHIZOTYPAL X
301.3 EXPLOSIVE PERSONALITY DISORDER X
301.4 PERSONALITY DIS. CLUSTER C-OBSESSIVE COMPULSIVE X
301.4 OBSESSIVE COMPULSIVE PERSONALITY DISORDER X
301.5 HISTRIONIC PERSONALITY DISORDER X
301.5 PERSONALITY DIS. CLUSTER B-HISTRIONIC X
301.51 FACTITIOUS DISORDER-W/PHYSICAL SYMPTOMS X
301.59 OTHER HISTRIONIC PERSONALITY DISORDER X
301.6 PERSONALITY DIS. CLUSTER C-DEPENDENT X
301.6 DEPENDENT PERSONALITY DISORDER X
301.7 PERSONALITY DIS. CLUSTER B-ANTISOCIAL X
301.7 ANTISOCIAL PERSONALITY DISORDER X
301.8 OTHER PERSONALITY DISORDER X
301.81 PERSONALITY DIS. CLUSTER B-NARCISSISTIC X
301.82 PERSONALITY DIS. CLUSTER C-AVOIDANT X
301.83 PERSONALITY DIS. CLUSTER B-BORDERLINE X
301.84 PERSONALITY DIS. CLUSTER C-PASSIVE AGGRESSIVE X
301.89 MIXED PERSAONALITY DISORDER X
301.9 PERSONALITY DISORDER NOS X
301.9 PERSONALITY DISORDER NOS X
302 HOMOSEXUALITY X
302.1 ZOOPHILIA X
302.2 PARAPHILIAS-PEDOPHILIA X
302.2 PEDOPHILIA X
302.3 PARAPHILIAS-TRANSVESTIC FETISHISM X
302.3 TRANSVESTIC FETISHISM X
302.4 PARAPHILIAS-EXHIBITIONISM X
302.4 EXHIBITIONISM X
302.5 TRANSSEXUALISM X
302.5 TRANSEXUALISM X
302.51 TRANSSEXUALISM, WITH ASEXUAL HISTORY X
302.52 TRANSSEXUALISM, WITH HOMOSEXUAL HISTORY X
302.53 TRANSSEXUALISM, WITH HETEROSEXUAL HISTORY X
302.6 GENDER IDENTITY DISORDER OF CHILDHOOD X
302.6 GENDER IDENTITY DISORDER NOS X
302.7 PSYCHOSEXUAL DYSFUNCTION X
302.7 SEXUAL DYSFUNCTION NOS X
302.71 HYPOACTIVE SEXUAL DESIRE DISORDER X
302.72 SEXUAL AROUSAL DISORDER X
302.73 INHIBITED FEMALE ORGASM X
302.74 INHIBITED MALE ORGASM X
302.75 PREMATURE EJACULATION X
302.76 DYSPAREUNIA X
302.79 SEXUAL AVERSION DISORDER X
302.81 PARAPHILIAS-FETISHISM X
302.82 PARAPHILIAS-VOYEURISM X
302.83 PARAPHILIAS-SEXUAL MASOCHISM X
302.84 PARAPHILIAS-SEXUAL SADISM X
302.85 GENDER IDENTITY DIS ADOL OR ADULTHOOD, NONTRASSEXU X
302.89 PARAPHILIAS-FROTTEURISM X
6
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
302.9 PARAPHILIAS-SEXUAL DISORDER NOS X
302.9 PARAPHILIA NOS X
303 ALLCOHOL DEPENDENCE SYNDROME X
303 ALCOHOL-INTOXICATION X
303.01 ALCOHOL DEPENDENCE, CONTINUOUS X
303.02 ALCOHOL DEPENDENCE, EPISODIC X
303.03 ACUTE ALCOHOL INTOXICATION IN REMISSION X
303.1 ALCOHOL DEPENDENCE, CONTINUOUS X
303.3 ALCOHOL DEPENDENCE, IN REMISSION X
303.9 ALCOHOL DEPENDENCE X
303.9 PYSCHOACTIVE SUBSTANCE USE DIS.-ALCOHOL DEPENDENCE X
303.91 ALCOHOL DEPENDENCY NEC NCS CO X
303.92 OTHER & UNSPECIFIED ALCOHOL DEP-EPISODIC X
303.93 ALCOHOL DEPENDENCE REMISSION X
304 PYSCHOACTIVE SUBSTANCE USE DIS.-OPIOID DEPENDENCE X
304.01 OPIOID DEPENDENCE, CONTINUOUS X
304.02 OPIOID DEPENDENCE, EPISODIC X
304.03 OPIOID DEPENDENCE, IN REMISSION X
304.1 PYSCHOACTIVE SUBSTANCE USE DIS.-SEDATIVE OR HYPNOT X
304.11 BARBITURATE & SIMIL ACTING SEDATIVE OR HYPNOT DEP, CONT X
304.12 BARBITURATE & SIMIL ACTING SEDATIVE OR HYPNOT DEP, EPISOD X
304.13 BARBITURATE & SIMIL ACTING SEDATIVE OR HYPNOT DEP IN REM X
304.2 COCAINE DEPENDENCE X
304.2 PYSCHOACTIVE SUBSTANCE USE DIS.-COCAINE DEPENDENCE X
304.21 COCAINE DEPENDENCE CONTINUOUS X
304.22 COCAINE DEPENDENCE, EPISODIC X
304.23 COCAINE DEPENDENCE, IN REMISSION X
304.3 CANNABIS DEPENDENCE X
304.3 PYSCHOACTIVE SUBSTANCE USE DIS.-CANNABIS DEPENDENC X
304.31 CANNABIS DEPENDENCE CONTINUOUS X
304.32 CANNABIS DEPENDENCE, EPISODIC X
304.33 CANNABIS DEPENDENCE, IN REMISSION X
304.4 PYSCHOACTIVE SUBSTANCE USE DIS.-AMPHETAMINE DEPEND X
304.41 AMPHETAMINE OR OTHER PSYCHOSTIM DEPENDENCE, CONT X
304.42 AMPHETAMINE OR OTHER PSYCHOSTIM DEP, EPISODIC X
304.43 AMPHETAMINE OR OTHER PSYCHOSTIM DEP, IN REMISSION X
304.5 OTHER SUBSTANCE-PSYCHOACTIVE SUBSTANCE DEPENDENCE X
304.51 HALLUCINOGEN DEPENDENCE, CONTINUOUS X
304.52 HALLUCINOGENIC DEPENDENCE, EPISODIC X
304.53 HALLUCINOGENIC DEPENDENCE, IN REMISSION X
304.6 PYSCHOACTIVE SUBSTANCE USE DIS.-INHALANT DEPENDENC X
304.7 COMBINATIONS OF OPIOID TYPE DRUGS W/ ANY OTHER X
304.8 POLYSUBSTANCE DEPENDENCE X
304.8 COMBINATIONS OF DRUG DEP EXCL OPIOID TYPE DRUG X
304.81 COMBO DRUG DEPENDENCE, EXCLUDING OPIOD TYPE, XXXXX X
304.9 OTHER (OR UNKNOWN) SUBSTANCE ABUSE X
304.9 UNSPECIFIED DRUG DEPENDENCE X
305 NONDEPENDENT ABUSE OF DRUGS X
305 NONDEPENDENT ABUSE OF DRUGS X
305 PYSCHOACTIVE SUBSTANCE USE DIS.-ALCOHOL ABUSE X
305.01 NONDEPENDENT ABUSE OF DRUGS CONTINUOUS X
305.02 ALCOHOL ABUSE, EPISODIC X
305.03 ALCOHOL ABUSE, IN REMISSION X
305.1 TOBACCO USE DISORDER, UNSPECIFIED X
305.11 TOBACCO USE DISORDER, CONTINUOUS X
305.12 TOBACCO USE DISORDER, EPISODIC X
305.13 TOBACCO USE DISORDER, IN REMISSION X
305.2 CANNABIS-INTOXICATION X
7
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
305.21 CANNABIS USE, CONTINUOUS X
305.22 CANNABIS ABUSE, EPISODIC X
305.23 CANNABIS ABUSE, IN REMISSION X
305.3 HALLUCINOGEN-HALLUCINOSIS X
305.31 HALLUCINOGENIC ABUSE, CONTINUOUS X
305.32 HALLUCINOGENIC ABUSE, EPISODIC X
305.33 HALLUCINOGENIC ABUSE, IN REMISSION X
305.4 SEDATIVE OR HYPNOTIC-INTOXICATION X
305.41 BARBITURATE & SIMIL ACTING SEDATIVE OR HYPN ABUSE, CONT X
305.42 BARBITURATE & SIMIL ACTING SEDATIVE OR HYPN ABUSE, EPISODIC X
305.43 BARBITURATE & SIMIL ACTING SEDATIVE OR HYPN ABUSE, IN REM X
305.5 OPIOID-INTOXICATION X
305.51 OPIOID ABUSE, CONTINUOUS X
305.52 OPIOID ABUSE, EPISODIC X
305.53 OPIOID ABUSE, IN REMISSION X
305.6 COCAINE ABUSE X
305.6 COCAINE-INTOXICATION X
305.61 COCAINE DEPENDENCE-CONTINUOUS X
305.62 COCAINE ABUSE-EPISODIC X
305.63 COCAINE ABUSE, IN REMISSION X
305.7 AMPHETAMINE-INTOXICATION X
305.71 AMPHETAMINE OR REL ACTING SYMPATHOMIM ABUSE, CONTIN X
305.8 ANTIDEPRESSANT TYPE ABUSE, UNSPECIFIED X
305.81 ANTIDEPRESSANT TYPE ABUSE, CONTINUOUS X
305.82 ATNIDEPRESSANT TYPE ABUSE, EPISODIC X
305.83 ANTIDEPRESSANT TYPE ABUSE, IN REMISSION X
305.9 INHALANT-INTOXICATION X
305.91 DRUG ABUSE NEC - CONTIN X
306 PHYSIOLOGICAL MALFUNCTIONS ARISING FROM MENTAL FACTORS X
306 MUSCULOSKELETAL X
306.1 RESPIRATORY X
306.2 CARDIOVASCULAR X
306.3 SKIN X
306.4 GASTROINTESTINAL X
306.5 GENITOURINARY X
306.51 VAGINISMUS X
306.52 PSYCHOGENIC DYSMENORRHEA X
306.53 PSYCHOGENIC DYSURIA X
306.59 OTHER PHYSIOLOGICAL MALFUNCTIONS X
306.6 ENDOCRINE X
306.7 ORGANS OF SPECIAL SENSE X
306.8 OTHER SPECIFIED PSYCHOPHYSIOLOGICAL MALFUNCTIONS X
306.9 UNSPECIFIED PSYCHOPHYSIOLOGICAL MALFUNCTIONS X
307 STAMMERING & STUTTERING X
307 STUTTERING X
307.1 ANOREXIA NERVOSA X
307.1 ANOREXIA NERVOSA X
307.2 TIC D/O NOS X
307.2 TIC DISORDER NOS X
307.21 TRANSIENT TIC DISORDER X
307.22 CHRONIC MOTOR OR VOCAL TIC DISORDER X
307.23 TOURETTE'S SYNDROME X
307.3 STEREOTYPE/HABIT DISORDER X
307.3 STEREOTYPE/HABIT DISORDER X
307.4 SPECIFIC DISORDERS OF SLEEP OF NONORGANIC ORIGIN X
307.4 DYSSOMNIA NOS X
307.41 TRANSIENT DISORDER OF INITIATING OR MAINTAINING SLEEP X
307.42 DYSSOMNIAS-PRIMARY INSOMNIA (NON-ORGANIC) X
8
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
307.43 TRANSIENT DISORD OF INITIATING OR MAINTAINING WAKEFULNESS X
307.44 HYPERSOMNIA DISORDER-RELATED TO ANOTHER MENTAL DIS X
307.45 HYPERSOMNIA DISORDER-SLEEP-WAKE SCHEDULE DISORDER X
307.46 PARASOMNIAS-SLEEP TERROR/SLEEPWALKING DISORDER X
307.47 PARASOMNIAS-DREAM ANXIETY DISORDER (NIGHTMARE DIS X
307.48 REPETITIVE INTRUSIONS OF SLEEP X
307.49 OTHER X
307.5 OTHER & UNSPECIFIED DISORDERS OF EATING X
307.5 EATING DISORDER NOS X
307.51 BULIMIA NERVOSA X
307.52 PICA X
307.53 RUMINATION DISORDER OF INFANCY X
307.54 PSYCHOGENIC VOMITING X
307.6 ENURESIS X
307.6 ENURESIS (NOT DUE TO A GENERAL MEDICAL CONDITION) X
307.7 ENCOPRESIS X
307.7 ENCOPRESIS, W/O CONSTIPATION & OVERFLOW INCONTINENCE X
307.72 INVALID CODE X
307.73 INVALID CODE X
307.8 PSYCHALGIA X
307.8 SOMATOFORM DISORDERS-SOMATOFORM PAIN DISORDER X
307.81 TENSION HEADACHE X
307.89 PAIN D/O ASSOCIATED WI BOTH MEDICAL AND PSYCH FACT X
307.9 UNSPECIFIED SPECIAL SYMPTOMS X
307.9 COMMUNICATION DISORDER NOS X
308 ACUTE REACTION TO STRESS X
308 PREDOMINANT DISTURBANCE OF EMOTION X
308.1 PREDOMINANT DISTURBANCE OF CONSCIOUSNESS X
308.2 PREDOMINANT PSYCHOMOTOR DISTURBANCE X
308.3 OTHER ACUTE REACTIONS TO STRESS X
308.4 MIXED DISORDERS AS REACTIONS TO STRESS X
308.9 UNSPECIFIED ACUTE REACTION TO STRESS X
309 ADJUSTMENT REACTION X
309 BRIEF DEPRESSIVE REACTION X
309 ADJUSTMENT DISORDER WITH DEPRESSED MOOD X
309.1 PROLONGED DEPRESSIVE REACTION X
309.2 ADJUSTMENT REACTION, WITH PREDOMINANCE DISTURBANCE X
309.21 SEPARATION ANXIETY DISORDER X
309.22 EMANCIPATION DISORDER OF ADOL AND EARLY ADULT LIFE X
309.23 ADJUSTMENT DISORDER WI ACADEMIC INHIBITION X
309.24 ADJUSTMENT REACTION-ANXIOUS MOOD X
309.28 ADJ. D/0 W/MIXED EMOTIONAL FEATURES X
309.29 OTHER ADJUSTMENT REACTION X
309.3 ADJUSTMENT REACTION WI PREDOMINANT DISTURB OF CONDUCT X
309.3 ADJUSTMENT DISORDER WITH DISTURBANCE OF CONDUCT X
309.4 MIXED DISTURBANCE OF EMOTIONS X
309.4 ADJ DISORDER WI MIXED DISTURB OF EMOTIONS X
309.8 OTHER SPECIFIED ADJUSTMENT REACTIONS X
309.81 PROLONGED POSTTRAUMATIC STRESS DISORDER X
309.82 ADJSUTMENT REACTION WI PHYSICAL SYMPTOMS X
309.83 ADJUSTMENT REAC WITH WITHDRAWL X
309.89 PANIC DISORDER-POST-TRAUMATIC STRESS DISORDER X
309.9 ADJUSTMENT REACTION X
309.9 ADJUSTMENT DISORDER NOS X
310 SPEC NONPSYCHOT MENTAL DISORD DUE TO ORGAN BRAIN DAMAGE X
310 FRONTAL LOBE SYNDROME X
310.1 ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK-ORG X
310.1 PERSONALITY CHANGE DUE TO (INDICATED MEDICAL COND) X
9
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
310.2 POSTCONCUSSION SYNDROME I X
310.8 OTHER SPEC NONPSYCHOT MENT DISORD FOLL ORGANIC BRAIN DAM X
310.9 UNSPECIFIED NONPSYCHOTIC X
311 DEPRESSIVE DISORDER NEC X
311 DEPRESSIVE DISORDER NOS X
312 DISTURBANCE OF CONDUCT, NOT ELSEWHERE CLASSIFIED X
312 UNDERSOCIALIZED CONDUCT DISORD, AGGRESSIVE TYPE, UNSPEC X
312 SOLITARY AGGRESSIVE TYPE X
312.01 UNDERSOCIALIZED CONDUCT DISORD, AGGRESSIVE TYPE, MILD X
312.02 UNDERSOCIALIZED CONDUCT DISORD, AGGRESSIVE TYPE, MOD X
312.03 UNDERSOCIALIZED COND DISORD, AGGRESSIVE TYPE, SEVERE X
312.1 CONDUCT DISORDER I X
312.1 UNDERSOCIALIZED COND DISORD, UNAGGRESSIVE TYPE, UNSP X
312.11 UNDERSOCIALIZED COND DISORD, UNAGGR TYPE, MILD X
312.12 UNDERSOCIALIZED COND DISORD, UNAGGR TYPE, MODERATE X
312.2 SOCIALIZED CONDUCT DISORDER X
312.2 SOCIALIZED CONDUCT DISORDER, UNSPECIFIED X
312.21 SOCIALIZED CONDUCT DISORDER, MILD X
312.22 SOCIALIZED CONDUCT DISORDER, MODERATE X
312.23 SOCIALIZED CONDUCT DISORDER, SEVERE X
312.3 DISORDER OF IMPULSE CONTROL X
312.3 IMPULSE CONTROL DIS NOS X
312.31 IMPULSE CNTRL DIS NOT ELSWHR CLASS.-PATHOLOGICAL G X
312.32 IMPULSE CNTRL DIS NOT ELSWHR CLASS.-KLEPTOMANIA X
312.33 IMPULSE CNTRL DIS NOT ELSWHR CLASS.-PYROMANIA X
312.34 IMPULSE CNTRL DIS NOT ELSWHR CLASS.-INTERMITTENT E X
312.35 ISOLATED EXPLOSIVE DISORDER X
312.39 IMPULSE CNTRL DIS NOT ELSWHR CLASS.-TRICHOTILLOMAN X
312.4 MIXED DISTURBANCE OF CONDUCT & EMOTIONS X
312.8 OTHER SPEC DISTURB OF CONDUCT, NOT ELSEWHERE CLASSIF X
312.9 UNSPECIFIED DISTURBANCE OF CONDUCT X
313 DISTURB OF EMOTIONS SPEC TO CHILDHOOD & ADOLESC X
313 OVERANXIOUS DISORDER X
313 OVERANXIOUS DISORDER X
313.1 MISERY AND UNHAPPINESS DISORDER X
313.13 MISERY & UNHAPPINESS DISORDER X
313.2 SENSITIVITY, SHYNESS, & SOCIAL WITHDRAWL X
313.21 AVOIDANT DISORDER OF CHILDHOOD OR ADOLESCENCE X
313.22 INTROVERTED DISORDER OF CHILDHOOD X
313.23 ELECTIVE MUTISM X
313.3 RELATIONSHIP PROBLEMS X
313.8 OTHER EMOTIONAL DISORDER OF CHILDHOOD X
313.81 OPPOSITIONAL DEFIANT DISORDER X
313.82 IDENTITY DISORDER X
313.83 ACADEMIC UNDERACHIEVEMENT DISORDER X
313.89 REACTIVE ATTACHMENT DISORDER OF INFANCY OR EARLY C X
313.9 UNSPEC EMOT DISTURB OF CHILDH00D/ADOLE X
314 ATTENTION-DEFICIT/HYPERACTIVITY D/0, INATTENTIVE X
314 ATTENTION-DEFICIT DISORDER X
314 ATT DEF/HYPERACTIV DISORDER, PREDOM INATTENTIVE TYPE X
314.01 ATTENTION-DEFICIT HYPERACTIVITY DISORDER X
314.1 HYPERKINESIS WITH DEVELOPMENTAL DELAY X
314.2 HYPERKINETIC CONDUCT DISORDER X
314.8 OTHER SPEC MANIFESTATIONS OF HYPERKINETIC SYNDROME X
314.9 UNSPECIFIED HYPERKINETIC SYNDROME X
315 READING D/O X
315 SPECIFIC READING DISORDER X
315 READING DISORDER, UNSPECIFIED X
10
ICD-9 CODE DESCRIPTION NC BH MED CLIN REV.
315.01 ALEXIA X
315.02 DEVELOPMENTAL DYSLEXIA X
315.09 OTHER READING DISORDER X
315.1 MATHEMATICS DI0 X
315.1 MATHEMATICS DISORDER X
315.2 OTHER SPECIFIC LEARNING DIFFICULTIES X
315.3 DEVELOPMENTAL SPEECH OR LANGUAGE DISORDER X
315.31 EXPRESSIVE LANGUAGE D/O X
315.39 PHONOLOGICAL D/0 X
315.4 DEVELOPMENTAL COORDINATION DIO X
315.4 DVERLOPMENTAL COORDINATION DISORDER X
315.5 MIXED DEVELOPMENTAL DISORDER X
315.8 OTHER SPECIFIED DELAYS IN DEVELOPMENT X
315.8 INVALID CODE X
315.9 DEVELOPMENTAL DISORDER-UNSPECIFIED X
315.9 LEARNING DISORDER NOS X
316 PSYCHOLOGICAL FACTOR AFFECTING PHYSICAL CONDITION X
316 PSYCHOLOGICAL FACTORS AFFECTING PHYSICAL CONDITION X
318.01 PROFOUND MENTAL RETARDATION X
318.2 PROFOUND MENTAL RETARDATION X
318.81 OPPOSITIONAL DISORDER X
388.4 SPEECH THERAPY X
399.9 OTHER UNSPECIFIED EARLY CHILDHOOD PSYCHOSIS X
799.9 DIAGNOSIS OR CONDITION DEFERRED X
PREVPD PREVIOUSLY PAID X
QQQ MEDICAL DIAG X
V61.1 MARITAL PROBLEMS X
V61.20 PARENT-CHILD PROBLEMS X
V61.8 FAMILY PROBLEMS X
V62.81 INTERPERSONAL PROBLEMS, NOT ELSEWHERE CLASSIFIED X
V62.89 OTHER PSYCH NOT ELSEWHERE CLASSIFIED X
V65.4 COUNSELING NEC X
V70.2 GENERAL PSYCHIATRIC EXAM, UNSPECIFIED X
V71.89 OTHER SUSPECTED MENTAL CONDITION X
V72.5 RADIOLOGICAL EXAM X
V72.6 LABORATORY EXAMINATION X
V79.1 SPECIAL SCREENING, ALCOHOLISM X
11
EXHIBIT B
UTILIZATION MANAGEMENT DELEGATION SERVICES
The parties agree to the following terms and conditions with respect to
Contractor's delegation of utilization management activities to IRG:
1. IRG, agrees:
A. To perform all delegated activities in substantial compliance with
NCQA Managed Behavioral Health Organization ("MBHO") Utilization
Management ("UM") and URAC standards;
B. To determine the appropriateness of inpatient admissions and
continuing stays based upon documented medical criteria;
i) IRG's medical director and the Contractor will review and
agree upon the medical criteria to be used in performing this
Agreement; and
The criteria will be reviewed by IRG annually in compliance with
NCQA MBHO standards and supplied to the Contractor annually
for review and feedback.
C. To make decisions with respect to when a patient should be referred
to a network or non-network specialist;
D. To request Contractor input when Medical Necessity or
Experimental/Investigational is in question or benefits availability
must be determined;
E. To comply with the Contractor's established grievance procedure.
With respect to the grievance procedure, IRG shall:
i) Provide Covered Persons and/or providers, as appropriate, with
written notification of all denials within one business day,
such notice to include the reason for the denial and
instructions on how to access the appeal process;
ii) Notify Contractor of all grievances filed by Covered Persons
and providers immediately upon receipt so that Contractor may
ensure their proper resolution; and
iii) Assist Contractor in resolving complaints, grievances and
appeals by promptly providing information necessary to their
resolution.
F. To allow the Contractor to review IRG's utilization management
activities, such review to include an initial on-site audit of IRG's
utilization management department to verify compliance with
Contractor policies and at least an annual audit to verify continued
compliance, unless IRG obtains NCQA MBHO accreditation, in which
case Contractor shall only audit, if necessary, IRG to determine
that IRG is in compliance with this Agreement;
G. To provide contractor with monthly reports on claims paid,
grievances filed, appeals filed and benefit denials, such reports to
be provided in a mutually agreed upon format;
H. To provide Contractor with the minutes of the IRG's utilization
management committee meetings;
I. To make utilization decisions in a timely manner to accommodate the
clinical urgency of the situation according to Contractor standards;
J. To indemnify and hold harmless Contractor, its agents, employees,
officers and affiliates from any and all claims, losses,
liabilities, judgments, costs and expenses (including reasonable
attorneys' fees) arising out of or in relation to IRG's negligence,
acts or omissions in the performance of this Agreement.
K. To report to Contractor on a quarterly basis in a mutually agreed
upon format the following mental health/substance abuse data:
i) Inpatient psychiatric days per 1,000 members;
ii) Inpatient alcohol/drug treatment (detoxification) per
1,000 members;
iii) Residential psychiatric treatment (partial
hospitalization) per 1,000 members;
iv) Residential alcohol/drug treatment per 1,000 members;
v) Outpatient mental health visits per 1,000 members;
vi) Outpatient alcohol/drug visits per 1,000 members;
viii) Number of UM cases handled by type and by service
ix) Number of denials made; and
x) Number of cases appealed.
2. The Contractor Agrees:
A. To evaluate IRG's utilization management plan on an annual basis,
unless IRG obtains NCQA MBHO accreditation, in which case this
annual audit will not be necessary;
B. To attend IRG's utilization management committee meetings on a
periodic basis with advance notice to IRG;
C. To evaluate IRG's Utilization Management Committee minutes not less
frequently than quarterly;
3. Performance Management:
The parties agree to address deficiencies and problems identified by
claims denials or any other means as follows:
A. Written notification of the deficiency or problem will be given to
the party responsible for performance.
B. The responsible party will respond in writing with a proposed
resolution within thirty (30) business days.
C. If the proposed resolution is not acceptable, or does not result in
improvement within a specified time frame, the responsible party
will be notified in writing of the continued deficiency or problem.
D. The party identifying the deficiency or problem may then propose a
resolution.
E. The Contractor reserves the right to terminate delegation of this
service upon thirty (30) business days if the deficiency or problem
is not addressed successfully within the time frame specified.
2
EXHIBIT C
CREDENTIALING DELEGATION SERVICES
The parties agree to the following terms and conditions with respect
to the Contractors' delegation of credentialing activities to the
IRG. Such activities will comprise the entire credentialing process,
including data collection, verification of all credentialing
elements, and decision-making with respect to individual
practitioners and facility providers.
A. IRG agrees to:
1. Provide credentialing and recredentialing services, including
primary source verification, that meet the standards
established by the National Commission for Quality Assurance
("NCQA").
2. Maintain and update all credentialing files under its control
and to report to the Contractors on a quarterly basis the
following information as applicable:
a) Pre-Contractual Credentialing Reviews
(i) Provider or facility name
(ii) Provider or facility address
(iii) Credentialing date
(iv) Credentialing decision and, if denied, the reason
for denial
(v) Effective date, if credentialed
(vi) Specialty
(vii) Board certification
(viii) License number and expiration date
(ix) Date of birth
(x) Gender (optional)
b) Recredentialing Reviews
(i) Name
(ii) Recredentialing date
(iii) Recredentialing decision, and if denied, the
reason for denial
3. Report to the Contractors on a monthly basis:
(i) Resignation or termination, with reason noted
(ii) Change of practice location or address
(iii) Provider applicant names, specialty, address,
phone number and anticipated credentialing date.
4. Submit to Contractors copies of all credentialing and
recredentialing policies, procedures, forms and applications used by
the IRG and any revisions thereto.
5. Allow Contractors or a review organization designated by
Contractors, such as NCQA, to audit the IRG's credentialing
activities on a scheduled basis, including
an initial on-site audit and subsequent annual audits to verify
continued compliance with Contractors' standards, unless IRG obtains
NCQA MBHO accreditation, in which case such audits are no longer
necessary. More frequent audits may be scheduled if Contractors
determine it is necessary.
6. Provide a copy of a practitioner's or facility's application file to
Contractor upon written request, and to obtain consent from the
provider or facility for such release.
7. Complete the credentialing process within one hundred eighty (180)
days of receipt of credentials form, and prior to employment or
effective date, and within the thirty-six (36) month recredentialing
cycle.
8. Provide to the Contractors evidence that IRG is currently accredited
by NCQA as a credentialing verification organization ("CVO") or a
managed care behavioral healthcare organization ("MBHO"), if
applicable.
9. Provide Contractors with notification of pending clinic or hospital
appointments of staff physicians and affiliated health care
practitioners and obtain any needed consent for such notification.
10. Maintain the confidentiality and security of all records under its
control by:
a) Storing records in locked facilities and cabinets;
b) Maintaining policies and procedures to assure the security of
electronic records; and
c) Requiring employees with access to credentialing files to sign
a statement acknowledging the IRG's confidentiality policy.
11. Acknowledge the Contractors' rights to approve or disapprove new
practitioners, providers and sites and to terminate or suspend
providers or practitioners from participation in the Contractors'
networks.
12. Supply and facilitate completion of a provider's credentialing or
recredentialing application form at the Contractors' request.
B. The Contractors agree to:
1. Maintain the confidentiality and security of all records under their
control by:
a) Requiring employees with access to credentialing files to sign
a statement acknowledging the Contractors' confidentiality
policy;
b) Releasing information only upon receipt of a written
authorization from the provider;
c) Storing records in locked storage facilities and cabinets; and
d) Maintaining policies and procedures to assure the security of
electronic records.
2
2. Supplement credentialing verification and reverification, onsite
review and medical record review by the IRG as necessary to meet the
Contractors' credentialing and recredentialing policies.
3. Report quarterly to the IRG information pertaining to their
contracted practitioners for incorporation into recredentialing:
a) Quality alert summaries and reports;
b) Subscriber satisfaction survey results;
c) Patient record review and site visit scores and a copy of the
report if the score is deficient; and
d) Any other information significant to decision-making on a
provider or practitioner.
C. Regular Onsite Review
1. The Contractors will conduct an annual onsite review of the IRG to
evaluate its credentialing program; such review may be conducted
more frequently if the Contractors determine it is necessary to
assess compliance with the Contractors' standards, unless IRG
obtains NCQA MBHO accreditation or CVO accreditation, in which case
such annual audits would not longer be necessary.
2. The onsite review will include review of credentialing files,
committee minutes, sample cases of credentialing denials; sample
approved cases, and the IRG's credentialing policy and procedure
manual.
D. Scope of Services- This Exhibit pertains to the credentialing and
recredentialing of organizational providers and the following practitioner
categories: M.D., D.O., Nurse Practitioner ("NP"), doctoral level licensed
behavioral healthcare providers and masters level licensed behavioral healthcare
providers. Other practitioners may be included within the scope of this
Agreement upon the mutual agreement of the parties.
E. Performance Management
The parties agree to resolve performance management issues as follows:
1. The party that identifies a deficiency will provide written notice
of such deficiency to the responsible party.
2. The responsible party will respond in writing with a proposed
resolution within thirty (30) business days unless immediate
resolution is possible.
3. The responsible party will be notified in writing if the proposed
resolution is not acceptable or does not result in improvement.
4. The party identifying the deficiency may then propose a resolution.
3
5. The Contractors reserve the right to terminate the delegation of
these services upon thirty (30) days notice if the deficiency is not
addressed successfully in a timely manner.
4
EXHIBIT D
REPORTS
REPORTING REQUIREMENTS
CLAIMS:
QUARTERLY:
o Timeliness of clean Claims Payment
o Claims Payment Accuracy Audit results
o Claims Processing Accuracy Audit results
MONTHLY:
o Claims Paid
MEMBER SERVICES:
QUARTERLY:
o Phone Access (Volume, ASA and Abandoned Call Rate)
o Access to Services timeliness (Emergent, Urgent. And Routine)
o Network Availability (Network adequacy)
MONTHLY
o Denials and Appeals (Type and timeliness of resolution)
o Complaints (Type and timeliness of response)
o Request for Service authorization and/or denials (timeliness
of response)
CREDENTIALING:
QUARTERLY:
o Credentialing Activity Report
Monthly:
o Add, Change and Delete Report
UTILIZATION MANAGEMENT:
QUARTERLY:
o Inpatient psychiatric days per 1,000 members;
o Inpatient alcohol/drug treatment (detoxification) per 1,000
members;
o Partial Day Hospital psychiatric units, units per 1000
members, and ALOS
o Partial Day Hospital alcohol/drug units, units per 1000
members, and ALOS
o IOP psychiatric units, units per 1000 members, and ALOS
o IOP alcohol/drug units, units per 1000 members, and ALOS
o Outpatient psychiatric units, and units per 1000 members
o Outpatient alcohol/drug units, and units per 1000 members
OTHERS:
o Estimation of ROI for utilization management and case
management services (Annual)
o Wisconsin OCI Behavioral Health Utilization Reports
(Quarterly)
o Claims encounter data to contractor (monthly)
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EXHIBIT E
PERFORMANCE GUARANTEES
1) REFERRAL TEAM/CUSTOMER SERVICE
STANDARD: < = 30 seconds
DEFINITION: Average speed of answer for member lines is less than or
equal to 30 seconds after the first ring.
REPORTING CONSTITUTES: Average number of seconds for a live IRG
staff member to answer member calls excluding those abandoning in
the first 10 seconds.
REPORTING DATE: Results reported monthly and on due date of the
applicable monthly, quarterly, or annual report.
CURE PERIOD: 30 days
2) REFERRAL TEAM/CUSTOMER SERVICE
STANDARD: Abandonment rate is < = 5%
DEFINITION: Monthly report of percentage of member calls abandoned
excluding those abandoning in the first 10 seconds.
REPORTING CONSTITUTES: Member calls abandoned/ Member calls incurred
over the month.
REPORTING DATE: Results reported monthly and on due date of the
applicable monthly, quarterly, or annual report.
CURE PERIOD: 30 days
3) PROCESS CLEAN CLAIMS WITHIN 30 DAYS OF RECEIPT
STANDARD: >=90% clean claims processed within 30 days of receipt
DEFINITION: Monthly report of percentage of all clean claims
processed within 30 days from date of receipt of the claim.
REPORTING CONSTITUTES: Percentage of all clean claims processed
within 30 days from receipt of the claim.
REPORTING DATE: Results reported monthly and on due date of the
applicable monthly, quarterly, or annual report.
CURE PERIOD: 30 days
4) FINANCIAL AND PROCEDURAL ACCURACY
STANDARD: >=98% of sample
DEFINITION: Monthly report of percentage of claims paid accurately,
based on an internal audit of a sample of all claims.
REPORTING CONSTITUTES: Percentage that results from the following:
Number of accurately paid claims/ Number of claims sampled.
REPORTING DATE: Results reported monthly and on due date of the
applicable monthly, quarterly or annual report.
CURE PERIOD: 30 days
5) ENROLLEE SATISFACTION SURVEY
STANDARD: >=85%
DEFINITION: Enrollee Satisfaction survey conducted annually.
Compliance with this performance guarantee is based on response to
question; "satisfaction with the UM process". Scoring to include top
three categories of 5 point Likert scale (adequately satisfied to
very satisfied).
REPORTING CONSTITUTES: Percentage that results from the following:
NUMERATOR: Number of members who express satisfaction (including the
top three categories of response of the five point Likert scale) on
the following survey question:
o Satisfaction with the UM process
DENOMINATOR: Total number of members who respond to the survey
question.
REPORTING DATE: Results reported annually.
CURE PERIOD: 30 days
6) PROVIDER PANEL
STANDARD:
2
IRG or APS will obtain a score of "significant" or greater on the
NCQA credentialing standards. Should IRG obtain less than
"significant", IRG will be given a 3-month cure period during which
IRG will remedy the issues identified by NCQA. The client will then
conduct a random audit of credentialing and recredentialing files
that have been processed subsequent to the three month cure period,
to assess IRG performance on the standards with less than
"significant" scoring, If this audit result shows scores of less
than "significant," per NCQA scoring guidelines, then the
performance penalty will be invoked.
DEFINITION:
NCQA MBHO credentialing standards that IRG received accreditation
under.
REPORTING CONSTITUTES:
IRG reports NCQA MBHO accreditation score currently in effect.
REPORTING DATE:
Report annually
CURE PERIOD:
90 days
7) CUSTOMER REPORTING
STANDARD:
100% of reports tendered within 30 days of the end of the reporting
period.
DEFINITION:
Submit complete monthly and quarterly reports as required by Exhibit
D to Contractor within 30 days of the end of the reporting period.
REPORTING CONSTITUTES:
Contractually agreed upon reports sent by Fed-Ex by applicable due
date.
REPORTING DATES:
30 days from the end of the reporting period.
CURE PERIOD:
3
30 days
8) ASSISTANCE WITH COMPLAINTOR GRIEVANCE RESOLUTION
STANDARD: >=98%
COMPLAINT: IRG shall provide written notification to the Covered
Person and/or Treating Provider of all denials within one business
day, such notice to include the reason for the denial and
instructions on how the Covered Person can file a complaint or
grievance with Contractor. Upon receipt of a Covered Person's
complaint or grievance, IRG shall provide the written complaint or
grievance and all applicable documentation to Contractor no later
than 2 business days of receipt. IRG shall cooperate with Contractor
to provide any additional information necessary for the resolution
of the complaint or grievance, including but not limited to
obtaining additional healthcare records.
DEFINITIONS:
COMPLAINT: Any written expression of dissatisfaction with IRG or
Network Provider services or care or request for reconsideration of
a denial filed with IRG.
EXPEDITED APPEAL. IRG shall provide a Treating Provider's request
for an Expedited Appeal and all relevant documentation to Contractor
within 24 hours. IRG shall cooperate with Contractor to provide
additional information necessary for the resolution for the
Expedited Appeal.
REPORTING CONSTITUTES:
The number of claims denied and the time frame for notification The
number of appeals requested and the time frame for supplying
information to Contractor.
REPORTING DATE:
Results reported monthly and on due date of the applicable monthly,
quarterly, or annual report.
CURE PERIOD:
30 days
4
9) MEMBERSHIP RETENTION
Subject to Article 5.2.6, Should Contractor lose 500 or more members
in a twelve (12) month period and IRG's performance is cited as the
primary reason for termination, excluding a group's disagreement
relating to the determination of Covered Service, then IRG shall pay
the penalty amount set forth below.
PENALTY AMOUNT
For items 1-9, the Penalty Amount shall represent 4% of the
administrative services only payment applicable to the period. For
capitated services the payment at risk for performance guarantees
shall be 4% of the administrative services portion of the capitated
payment. The maximum penalty in any reporting period shall not
exceed 15% of the administrative services payment.
5
EXHIBIT F
CONTRACT FEES
The fees for services provided under this Agreement are as follows:
REIMBURSEMENT RATES FOR SUCCEEDING YEARS:
For Calendar years 2003 and 2004, the reimbursement rates shall be
the 2002 rates as increased by the Medical Consumer Price Index.
For calendar years 2005, 2006 and 2007 (fourth, fifth and sixth
years of 7 year term), the reimbursement rates shall be mutually agreed upon by
both parties no later than December 31, 2004. For calendar year 2008 the
reimbursement rates shall be mutually agreed upon by both parties no later than
December 31, 2007. If the parties are unable to agree upon rates for any of
years 2005-2008, then the rate in effect for such year shall be the rate in
effect for the immediately preceding year increased by the same index applicable
to years 2003 and 2004.
2
EXHIBIT G
LIQUIDATED DAMAGES
In the event Contractor is required to make a liquidated damages payment under
this Agreement and the purchase money promissory note to Cobalt from APS has not
been satisfied, then Contractor's payment of liquidated damages shall reflect a
cash payment on the same percentage as the amount Cobalt received in cash for
the purchase of IRG and the remainder a promissory note. In other words, 63% of
the applicable liquidated damages payment shall be in cash with the remainder of
the liquidated damages payment will be a contingent promissory note in the form
set forth in Exhibit K reflecting the remaining percentage of the penalty due.
The liquidated damages note and any applicable accruing interest will come due
upon the payment of the purchase money promissory note due Cobalt.
EXHIBIT H
USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION
The intent of this Exhibit is to comply with the provisions of 45 C.F.R.
Parts 160 and 164, the "Standards for Privacy of Individually Identifiable
Health Information" promulgated by the U.S. Department of Health and Human
Services. Any amendment of these regulations will automatically amend this
Exhibit such that the IRG's obligations will remain in compliance with these
regulations.
The definition of Protected Health Information as used herein has the
meaning set forth in 45 C.F.R. ss.164.501 (2001).
A. USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION
1. PERMITTED USES AND DISCLOSURES. IRG is permitted or required to use
or disclose Protected Health Information it creates for or receives
from Contractor to perform Utilization Management Services.
2. IRG's MANAGEMENT AND ADMINISTRATION. IRG may use Protected Health
Information it creates for or receives from Contractor for IRG's
proper management or administration, or to carry out IRG's legal
responsibilities. IRG may disclose Protected Health Information it
creates for or receives from Contractor only if:
a) The disclosure is required by law; or
b) IRG obtains reasonable assurances from the person to whom the
Protected Health Information is disclosed that it will:
i. Hold the Protected Health Information confidentially and
use or further disclose it only as required by law or
for the purpose for which it was disclosed to the
person; and
ii. Notify the IRG of any instances of which it is aware in
which the confidentiality of the information has been
breached.
3. PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE. IRG will neither use
nor disclose Protected Health Information it creates for or receives
from Contractor except as permitted or required by this Exhibit, or
as required by law.
4. INFORMATION SAFEGUARDS. IRG will develop, implement, maintain and
use appropriate administrative, technical and physical safeguards to
preserve the integrity and confidentiality of and to prevent
intentional or unintentional use or disclosure of Protected Health
Information IRG creates for or receives from Contractor, in
violation of this Exhibit or of 45 C.F.R. Parts 160 and 164. Such
safeguards must comply with HIPAA (42 U.S.C. ss.1320d-2(d)), 45
C.F.R. ss.164.530(c), and any other implementing regulations issued
by the U.S.
Department of Health and Human Services. IRG will document and keep
these safeguards current.
5. SUB-CONTRACTORS AND AGENTS. IRG has the duty to ensure that any
subcontractors or agents to whom it provides Protected Health
Information received from the Contractor, created for, or received
by IRG on behalf of the Contractor, agrees to the same restrictions
and conditions that apply to the IRG pursuant to this Amendment. IRG
agrees to execute an agreement with any such subcontractor or agent
containing the same restrictions and conditions governing the
subcontractor's or agent's use and disclosure of Protected Health
Information as set forth in this Amendment.
B. PROTECTED HEALTH INFORMATION ACCESS, AMENDMENT AND DISCLOSURE ACCOUNTING
1. ACCESS. Upon Contractor's request, IRG agrees to promptly make
available to Contractor for inspection or to obtain copies any
Protected Health Information in IRG's custody or control about the
individual which IRG created for or received from Contractor, in
order that Contractor may comply with 45 C.F.R. ss.164.524. If
Contractor so directs, IRG may make available to the individual (or
to the individual's personal representative, if any) such Protected
Health Information for inspection or to allow the individual to
obtain copies.
2. AMENDMENT. Upon receipt of notice from Contractor, IRG will promptly
amend or permit Contractor to amend Protected Health Information IRG
created for or received by from Contractor, in order that Contractor
may comply with 45 C.F.R. ss.164.526.
3. ACCOUNTING OF DISCLOSURES. So that Contractor may comply with 45
C.F.R. ss.164.528, IRG will do the following:
a) TRACKING DISCLOSURES. Beginning on April 14, 2003, IRG will
record each disclosure, except for those set forth in Section
B 3 (b) below, of Protected Health Information that IRG makes
to Contractor or a third party. Such record will include the
following: (i) the disclosure date; (ii) the name and address
of the person to whom IRG made the disclosure; (iii) a
description of the Protected Health Information disclosed; and
(iv) a statement of the purpose of the disclosure. IRG will
make this disclosure information available to Contractor
promptly upon Contractor's request.
b) EXCEPTIONS FROM TRACKING DISCLOSURES. IRG need not record
disclosures of Protected Health Information made for the
following purposes: (i) as permitted by this Amendment; (ii)
as additionally permitted by Contractor in writing; (iii) for
the purpose of Contractor's activities of treatment, payment,
or health care operations; (iv) to individuals when disclosing
their Protected Health Information to them pursuant to Section
B 1 of this Amendment; (v) to persons involved in that
individual's health care; (vi) for notification for disaster
relief purposes; (vii) for national security or
2
intelligence purposes; or (viii) to law enforcement officials
or to correctional institutions regarding inmates.
c) TIME PERIODS FOR TRACKING DISCLOSURES. IRG need not track
disclosures occurring before April 14, 2003. For disclosures
occurring after April 14, 2003, IRG must make available for
Contractor the disclosure information in Section B 3 (a) for
the 6 years preceding Contractor's request for the disclosure
information.
4. INSPECTION OF BOOKS AND RECORDS. IRG agrees to make its internal
practices, books and records relating to its use and disclosure of
Protected Health Information created for or received from Contractor
available to Contractor and to the U.S. Department of Health and
Human Services to determine Contractor's compliance with 45 C.F.R.
Parts 160 through 164.
C. BREACH OF PRIVACY OBLIGATIONS
REPORTING. IRG agrees to promptly advise Contractor in writing of any use
or disclosure of the Protected Health Information not provided for by this
Exhibit, of which IRG becomes aware. IRG's report to Contractor will
advise of the following items: what Protected Health Information was
improperly used or disclosed; in what manner it was improperly used or
disclosed; which person at IRG's operations made the improper use or
disclosure; what corrective actions IRG took to remedy the improper use or
disclosure; what corrective actions IRG took or will take to prevent
future improper uses or disclosures; and any other information that
Contractor requests.
D. IRG'S DUTIES WITH RESPECT TO PROTECTED HEALTH INFORMATION AFTER
TERMINATION.
1. IF RETURN OR DESTRUCTION FEASIBLE. Upon termination of this
Amendment and the underlying Agreement, IRG will, if feasible,
promptly return to Contractor or destroy all Protected Health
Information, in whatever form, that IRG created for or received from
Contractor. IRG shall return or destroy such Protected Health
Information within thirty (30) days of the termination of this
Amendment and the underlying Agreement, or within such other
timeframe as Contractor requests. If IRG destroys the Protected
Health Information, it shall so certify to Contractor in a notarized
document. IRG shall keep no copies of such Protected Health
Information.
2. IF RETURN OR DESTRUCTION INFEASIBLE. If IRG cannot feasibly return
or destroy such Protected Health Information, then within thirty
(30) days after the date of termination of this Agreement, IRG shall
provide to Contractor a detailed written description of such
Protected Health Information, including the name(s) of the
individual(s) to whom such Protected Health Information pertains,
the form in which the IRG maintains such Protected Health
Information, and any other identifying information required by
Contractor. Within thirty (30) days after the date of termination of
this Agreement, IRG shall further provide Contractor with a written
statement setting forth the circumstances or legal basis making
IRG's
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return or destruction of such Protected Health Information
infeasible. After the date of termination of the Agreement, IRG
shall only use or disclose such Protected Health Information for the
purposes making the return or destruction of the Protected Health
Information infeasible.
3. SURVIVAL. IRG's duty to return or destroy Protected Health
Information, as well as its duty to protect the privacy of Protected
Health Information it created for or received from Contractor during
the term of this Agreement, survives termination of this Agreement.
E. INDEMNIFICATION
1. OBLIGATION. IRG will indemnify and hold Contractor and Contractor's
officers, employees and agents harmless for any claim, cause of
action, liability, damage, cost or expense, including attorney's
fees and court costs, arising out of or in connection with IRG's use
or disclosure of the Protected Health Information in violation of
this Exhibit, or arising out of or in connection with the use or
disclosure of such Protected Health Information by an agent or
subcontractor of IRG which violates the terms of this Exhibit.
2. TENDER OF DEFENSE. If, through IRG's actions or failure to act,
Protected Health Information created for or received from Contractor
pursuant to this Amendment is disclosed to a third party in
violation of this Amendment, IRG shall, at its expense, proceed
against, through negotiation or litigation, such third party. IRG
shall utilize all necessary legal remedies to enjoin or otherwise
prevent such third party from disclosing the Protected Health
Information to any other party, and shall further enjoin and prevent
such third party from using such Protected Health Information for
its own purpose. If IRG is unwilling or unable to proceed against
any such third party who has acquired such Protected Health
Information, Contractor may proceed against such third party through
negotiation or litigation and shall be reimbursed by IRG for all
reasonable costs or expenses incurred by Contractor in connection
therewith.
3. RIGHT TO CONTROL RESOLUTION. Contractor will have the sole right and
discretion to settle, compromise, or otherwise resolve any and all
claims, causes of actions, liabilities or damages against it,
regardless of whether Contractor has tendered its defense to IRG.
Any such resolution will not relieve Business of its obligation to
indemnify Contractor as set forth in this Exhibit.
5. RIGHT TO INJUNCTION. IRG acknowledges that in the event of breach
of a material provision of this Amendment, Contractor will not have
an adequate remedy in money or damages. Contractor shall therefore
be entitled, immediately upon application, to obtain an injunction
against such breach from any court of competent jurisdiction.
Contractor's right to obtain injunctive relief shall not limit its
right to seek further remedies and damages.
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EXHIBIT I
PRO RATA PURCHASE PRICE DAMAGES
In the event Contractor is required to make a Pro Rata Purchase
Price damages payment under this Agreement and the purchase money
promissory note to Cobalt from APS has not been satisfied, then
Contractor's payment of pro rata purchase price shall reflect a cash
payment on the same percentage as the amount Cobalt received in cash
for the purchase of IRG and the remainder a promissory note. In
other words, 63% of the applicable pro rata purchase price damages
payment shall be in cash with the remainder of the pro rata purchase
price damages payment will be a contingent promissory note in the
form set forth in Exhibit K reflecting the remaining percentage of
the penalty due. The pro rata purchase price damages note and any
applicable accruing interest will come due upon the payment of the
purchase money promissory note due Cobalt.
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EXHIBIT J
COBALT AND AFFILIATES CONTRACTED WITH IRG
1. BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN
2. COBALT CORPORATION
3. COMPCARE HEALTH SERVICES INSURANCE CORPORATION
4. UNITED GOVERNMENT SERVICES
5. UNITY HEALTH PLANS INSURANCE CORPORATION
6. UNITED WISCONSIN GROUP
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EXHIBIT K
SAMPLE PROMISSORY NOTE
Milwaukee, Wisconsin $_________
______________,200_
CONTINGENT PROMISSORY NOTE
_________________ ("Contractor"), for value received and subject to the
conditions set forth herein, hereby promises to pay to the order of Innovative
Resource Group, LLC, a limited liability company organized and existing under
the laws of the State of Wisconsin ("IRG"), at _______________, Wisconsin
______, or such other address as IRG may designate in writing, the principal sum
of___________ Dollars ($__________), with interest as herein provided, payable
as set forth below.
Interest shall accrue on the unpaid principal amount hereof at the rate
which is three and one-half percent (3.5%) per annum above the per annum rate of
interest announced from time to time by Bank of America, N.A. or its successor
as its "prime" rate, such rate of interest under this Note changing when and as
such prime rate changes. Such rate of interest shall be calculated on the basis
of a three hundred sixty-five (365) day year and the number of days elapsed in
any period.
The indebtedness and obligations owed by Contractor hereunder are
conditioned on the prior indefeasible satisfaction (the "Satisfaction") in full
of the indebtedness and obligations provided in that certain Subordinated
Promissory Note executed by APS Healthcare Bethesda, Inc., an Iowa corporation
("APS"), in connection with APS' purchase of the membership and voting interests
of IRG from CC Holdings, LLC, a limited liability company organized and existing
under the laws of the State of Wisconsin ("CC Holdings"), as provided in that
certain Purchase and Sale Agreement, entered into effective March __, 2002, by
and among APS, CC Holdings, IRG and Cobalt Corporation, a corporation organized
and existing under the laws of the State of Wisconsin.
The principal and all accrued interest hereunder shall be due and payable
within thirty (30) days following the occurrence of the Satisfaction. If the
Satisfaction has not occurred by September 31, 2005, this Note shall be
rescinded and shall have no force and effect.
All or part of the principal or interest of this Note may be prepaid at
any time and from time to time, in whole or in part, without premium or penalty.
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This Note and all obligations of Contractor hereunder shall be binding
upon the successors and assigns of Contractor.
Upon the default of payment of any amounts due hereunder all sums due
under this Note shall bear interest at a rate which is two percent (2%) per
annum in excess of the rate that would otherwise be applicable to the
outstanding principal balance hereof. Contractor hereby waives presentment,
protest and notice of dishonor and protest.
This Note shall be construed and enforced in accordance with the internal
laws of the State of Wisconsin without regard to the conflict of laws provisions
thereof.
________________[CONTRACTOR]
By:_____________________________________
Name:___________________________________
Title:__________________________________
